UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

  (Mark One)  
       
  S QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)  
    OF THE SECURITIES EXCHANGE ACT OF 1934  
       
For the Quarterly Period Ended March 31, 2014
       
OR
       
  £   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 000-26995

 

HCSB FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

 

South Carolina 57-1079444
(State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.)

 

5201 Broad Street

Loris, South Carolina 29569

(Address of principal executive offices, including zip code)

 

(843) 756-6333

(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      £  No S

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes £       No S

 

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

  Large accelerated filer £ Accelerated filer £
  Non-accelerated £ (do not check if smaller reporting company) Smaller reporting company S

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes £       No S

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 3,738,337 shares of common stock, par value $.01 per share, were issued and outstanding as of May 13, 2014.

 

 
 

Index

 

 

PART I. FINANCIAL INFORMATION Page No.
   
Item 1. Financial Statements (Unaudited)  
   
  Condensed Consolidated Balance Sheets – March 31, 2014 and December 31, 2013 3
     
  Condensed Consolidated Statements of Operations - Three months ended March 31, 2014 and 2013 4
     
  Condensed Consolidated Statements of Comprehensive Income – Three months ended March 31, 2014 and 2013 5
     
  Condensed Consolidated Statements of Changes in Shareholders’ Equity - Three months ended March 31, 2014 and 2013 6
     
  Condensed Consolidated Statements of Cash Flows – Three months ended March 31, 2014 and 2013 7
     
  Notes to Unaudited Condensed Consolidated Financial Statements 8
   
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 48
   
Item 3. Quantitative and Qualitative Disclosures about Market Risk 59
   
Item 4.  Controls and Procedures 59

 

PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings 59
     
Item 1A. Risk Factors 61
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 61
     
Item 3. Defaults Upon Senior Securities 61
     
Item 4. Mine Safety Disclosures 61
     
Item 5. Other Information 61
     
Item 6. Exhibits 61

 

SIGNATURES

 

 
 

HCSB FINANCIAL CORPORATION AND SUBSIDIARY

 

Item 1. Consolidated Financial Statements

 

CONDENSED CONSOLIDATED BALANCE SHEETS

 

   March 31,  December 31,
(Dollars in thousands except share amounts)  2014  2013
Assets:  (unaudited)  (audited)
Cash and cash equivalents:          
Cash and due from banks  $39,063   $28,081 
           
Securities available-for-sale   114,109    94,602 
Nonmarketable equity securities   1,567    1,743 
Total investment securities   115,676    96,345 
           
Loans receivable   255,093    256,424 
Less allowance for loan losses   (9,028)   (9,443)
Loans, net   246,065    246,981 
           
Premises and equipment, net   20,682    20,802 
Accrued interest receivable   2,268    2,197 
Cash value of life insurance   11,084    11,002 
Other real estate owned   22,067    24,972 
Other assets   967    4,206 
Total assets  $457,872   $434,586 
           
Liabilities and Shareholders’ Equity          
Liabilities:          
Deposits:          
Noninterest-bearing transaction accounts  $36,551   $33,081 
Interest-bearing transaction accounts   40,644    42,723 
Money market savings accounts   83,445    78,829 
Other savings accounts   9,681    8,872 
Time deposits $100 and over   171,313    156,582 
Other time deposits   84,843    85,957 
Total deposits   426,477    406,044 
           
Repurchase agreements   1,112    1,337 
Advances from the Federal Home Loan Bank   22,000    22,000 
Subordinated debentures   11,062    11,062 
Junior subordinated debentures   6,186    6,186 
Accrued interest payable   3,789    3,305 
Other liabilities   804    1,094 
Total liabilities   471,430    451,028 
           
Commitments and contingencies          
           
Shareholders’ Equity          
Preferred stock, $1,000 par value; authorized 5,000,000 shares; issued and outstanding 12,895   12,828    12,771 
Common stock, $0.01 par value, 500,000,000 shares authorized; 3,738,337 shares issued and outstanding   37    37 
Capital surplus   30,224    30,224 
Common stock warrant   1,012    1,012 
Retained deficit   (53,953)   (54,213)
Accumulated other comprehensive loss   (3,706)   (6,273)
Total shareholders’ deficit   (13,558)   (16,442)
Total liabilities and shareholders’ deficit  $457,872   $434,586 

 

The accompanying notes are an integral part of the consolidated financial statements.

 

-3-
 

HCSB FINANCIAL CORPORATION AND SUBSIDIARY

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

 

   Three months ended March 31,
(Dollars in thousands except share amounts)  2014  2013
Interest income:          
Loans, including fees  $3,405   $3,734 
Investment securities:          
Taxable   695    395 
Tax-exempt   10    12 
Nonmarketable equity securities   11    8 
Other interest income   18    23 
Total   4,139    4,172 
Interest expense:          
Deposits   768    859 
Borrowings   541    538 
Total   1,309    1,397 
Net interest income   2,830    2,775 
Provision for loan losses   —      (1,000)
Net interest income after provision for loan losses   2,830    3,775 
           
Noninterest income:          
Service charges on deposit accounts   221    232 
Credit life insurance commissions   4    5 
Gains on sales of securities available-for-sale   51    84 
Gains on sales of mortgage loans   42    77 
Other fees and commissions   94    67 
Brokerage commissions   14    34 
Income from cash value of life insurance   109    114 
Other operating income   78    80 
Total   613    693 
           
Noninterest expenses:          
Salaries and employee benefits   1,429    1,571 
Net occupancy expense   302    302 
Furniture and equipment expense   239    262 
Marketing expense   9    2 
FDIC insurance premiums   396    380 
Net cost of (profit from) operations of other real estate owned   (163)   422 
Other operating expenses   876    865 
Total   3,088    3,804 
Income before income taxes   355    664 
Income tax expense   38    —   
Net income  $317   $664 
Accretion of preferred stock to redemption value   (57)   (53)
Preferred dividends   (165)   (163)
Net income (loss) available to common shareholders  $95   $448 
Net income (loss) per common share          
Basic  $0.03   $0.12 
Diluted  $0.03   $0.12 
Weighted average common shares outstanding          
Basic and diluted   3,738,337    3,738,337 

 

The accompanying notes are an integral part of the consolidated financial statements.

 

-4-
 

HCSB FINANCIAL CORPORATION AND SUBSIDIARY

 

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited)

 

   Three months ended March 31,
(Dollars in thousands)  2014  2013
       
Net income  $317   $664 
Other comprehensive income:          
Unrealized gains on securities available-for-sale:          
Unrealized holding gains arising during the period   2,618    119 
Tax expense   —      —   
Reclassification to realized gains   (51)   (84)
Tax expense   —      —   
Other comprehensive income   2,567    35 
Comprehensive income  $2,884   $699 

 

The accompanying notes are an integral part of the consolidated financial statements.

 

-5-
 

HCSB FINANCIAL CORPORATION AND SUBSIDIARY

 

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

 

Three months ended March 31, 2014 and 2013

(unaudited)

 

                        Accumulated   
         Common           Retained  Other   
   Common Stock  Stock  Preferred Stock  Capital  Earnings  Comprehensive   
   Shares  Amount  Warrant  Shares  Amount  Surplus  (Deficit)  Income(Loss)  Total
                            
(Dollars in thousands except share data)                                
Balance, December 31, 2012   3,738,337   $37   $1,012    12,895   $12,572   $30,224   $(55,777)  $170   $(11,762)
Net income   —      —      —      —      —      —      664    —      664 
Other comprehensive income   —      —      —      —      —      —      —      35    35 
Accretion of preferred stock to redemption value   —      —      —      —      53    —      (53)   —      —   
Balance, March 31, 2013   3,738,337   $37   $1,012    12,895   $12,625   $30,224   $(55,166)  $205   $(11,063)
                                              
Balance, December 31, 2013   3,738,337   $37   $1,012    12,895   $12,771   $30,224   $(54,213)  $(6,273)  $(16,442)
Net income   —      —      —      —      —      —      317    —      317 
Other comprehensive income   —      —      —      —      —      —      —      2,567    2,567 
Accretion of preferred stock to redemption value   —      —      —      —      57    —      (57)   —      —   
Balance, March 31, 2014   3,738,337   $37   $1,012    12,895   $12,828   $30,224   $(53,953)  $(3,706)  $(13,558)

 

The accompanying notes are an integral part of the consolidated financial statements.

 

-6-
 

HCSB FINANCIAL CORPORATION AND SUBSIDIARY

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

 

(Dollars in thousands)  Three months ended March 31,
   2014  2013
Cash flows from operating activities:          
Net income  $317   $664 
Adjustments to reconcile net income to net cash provided by operating activities:          
Depreciation and amortization   191    215 
Provision for loan losses   —      (1,000)
Amortization less accretion on investments   4    156 
Net gains on sales of securities available-for-sale   (51)   (84)
(Gains) losses on sales of other real estate owned   (345)   4 
Writedowns of other real estate owned   12    221 
Increase in accrued interest payable   484    400 
(Increase) decrease in accrued interest receivable   (71)   198 
(Increase) decrease in other assets   3,239    (390)
Income (net of mortality cost) on cash value of life insurance   (82)   (89)
Decrease in other liabilities   (290)   (119)
Net cash provided by operating activities   3,408    176 
           
Cash flows from investing activities:          
Decrease in loans to customers   486    5,620 
Purchases of securities available-for-sale   (27,016)   (19,949)
Maturities, calls and principal paydowns of securities available-for-sale   2,699    4,987 
Proceeds from sale of other real estate owned   3,668    696 
Proceeds from sales of securities available-for-sale   7,424    19,497 
Redemptions of nonmarketable equity securities   176    240 
Purchases of premises and equipment, net   (71)   —   
Net cash provided by (used by) investing activities   (12,634)   11,091 
           
Cash flows from financing activities:          
Net increase (decrease) in demand deposits and savings   6,816    (43)
Net increase (decrease) in time deposits   13,617    (856)
Net decrease in repurchase agreements   (225)   (489)
Net cash provided by (used by) financing activities   20,208    (1,388)
           
Net increase in cash and cash equivalents   10,982    9,879 
Cash and cash equivalents, beginning of period   28,081    46,600 
Cash and cash equivalents, end of period  $39,063   $56,479 
           
Cash paid during the period for:          
Income taxes  $6   $—   
Interest  $825   $997 
           
Noncash investing and financing activities:          
Transfers of loans to other real estate owned  $430   $5,256 

 

The accompanying notes are an integral part of the consolidated financial statements.

 

-7-
 

HCSB FINANCIAL CORPORATION AND SUBSIDIARY

 

Notes to Unaudited CONDENSED Consolidated Financial Statements

 

NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation and Consolidation - The accompanying consolidated financial statements include the accounts of HCSB Financial Corporation (the “Company”) which was incorporated on June 10, 1999 to serve as a bank holding company for its wholly owned subsidiary, Horry County State Bank (the “Bank”). The Bank was incorporated on December 18, 1987, and opened for operations on January 4, 1988. The principal business activity of the Company is to provide commercial banking services in Horry County, South Carolina, and in Columbus and Brunswick Counties, North Carolina. The Bank is a state-chartered bank, and its deposits are insured by the Federal Deposit Insurance Corporation (the “FDIC”). HCSB Financial Trust I (the “Trust”) is a special purpose subsidiary organized for the sole purpose of issuing trust preferred securities. The operations of the Trust have not been consolidated in these financial statements.

 

The accompanying consolidated financial statements have been prepared in accordance with the requirements for interim financial statements and, accordingly, they are condensed and omit disclosures, which would substantially duplicate those contained in the most recent annual report to shareholders. The financial statements as of March 31, 2014 and for the interim periods ended March 31, 2014 and 2013 are unaudited and, in our opinion, include all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation. Operating results for the three month period ended March 31, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014. The financial information as of December 31, 2013 has been derived from the audited financial statements as of that date. For further information, refer to the financial statements and the notes included in HCSB Financial Corporation’s 2013 Annual Report on Form 10-K which was filed with the Securities and Exchange Commission (the “SEC”) on May 19, 2014.

 

On March 6, 2009, as part of the Troubled Asset Relief Program (the “TARP”) Capital Purchase Program (the “CPP”) established by the U.S. Department of the Treasury (the “U.S. Treasury”) under the Emergency Economic Stabilization Act of 2009 (the “EESA”), the Company issued and sold to the U.S. Treasury (i) 12,895 shares of its Fixed Rate Cumulative Perpetual Preferred Stock, Series T, having a liquidation preference of $1,000 per share (the “Series T Preferred Stock”), and (ii) a ten-year warrant to purchase up to 91,714 shares of its common stock at an initial exercise price of $21.09 per share (the “CPP Warrant”), for an aggregate purchase price of $12.9 million in cash. Refer to the accompanying Management’s Discussion and Analysis of Financial Condition and results of Operations for additional information.

 

As of February 2011, the Federal Reserve Bank of Richmond, the Company’s primary federal regulator, has required the Company to defer dividend payments on the 12,895 shares of the Series T Preferred Stock and interest payments on the $6.0 million of trust preferred securities issued in December 2004. Therefore, for each quarterly period beginning in February 2011, the Company notified the U.S. Treasury of its deferral of quarterly dividend payments on the Series T Preferred Stock and also informed the Trustee of the trust preferred securities of its deferral of the quarterly interest payments. On May 19, 2014, the dividend rate will increase from 5% per annum (approximately $645 thousand annually) to 9% per annum (approximately $1.2 million annually). As of March 31, 2014, the Company had $2.1 million of deferred dividend payments due on the Series T Preferred Stock. Because the Company has deferred these 13 payments, the Company is prohibited from paying any dividends on its common stock until all deferred payments have been made in full. In addition, whenever dividends payable on the shares of the Series T Preferred Stock have been deferred for an aggregate of six or more quarterly dividend periods, the holders of the preferred stock have the right to elect two directors to fill newly created directorships at the Company’s next annual meeting of the shareholders. As a result of the Company’s deferral of dividend payments on the Series T Preferred Stock, the U.S. Treasury, the current holder of all 12,895 shares of the Series T Preferred Stock, requested the Company’s non-objection to appoint a representative to observe monthly meetings of the Company’s Board of Directors. The Company granted the Treasury’s request and a representative of Treasury has attended the Company’s monthly board meetings since June 2012. As of the date of this report, Treasury has not notified the Company whether it intends to elect two directors to fill newly created directorships at the Company’s 2014 annual meeting of the shareholders. The Company has never paid a cash dividend, but as a result of the Company’s financial condition and these restrictions on the Company, including the restrictions on the Bank’s ability to pay dividends to the Company, the Company has not been permitted to pay a dividend on its common stock since 2009.

 

-8-
 

HCSB FINANCIAL CORPORATION AND SUBSIDIARY

 

Notes to Unaudited CONDENSED Consolidated Financial Statements

 

NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES - continued

 

Management’s Estimates - In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the balance sheet date and income and expenses for the period. Actual results could differ significantly from those estimates.

 

Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses, including valuation allowances for impaired loans, and the carrying amount of real estate acquired in connection with foreclosures or in satisfaction of loans. Management must also make estimates in determining the estimated useful lives and methods for depreciating premises and equipment.

 

While management uses available information to recognize losses on loans and foreclosed real estate, future additions to the allowance may be necessary based on changes in local economic conditions. In addition, regulatory agencies, as an integral part of their examination process, periodically review the Company’s allowances for losses on loans and foreclosed real estate. Such agencies may require the Company to recognize additions to the allowances based on their judgments about information available to them at the time of their examination. Because of these factors, it is reasonably possible that the allowances for losses on loans and foreclosed real estate may change materially in the near term.

 

Investment Securities - Investment securities available-for-sale owned by the Company are carried at amortized cost and adjusted to their estimated fair value for reporting purposes. The unrealized gain or loss is recorded in shareholders’ equity net of any deferred tax effects. Management does not actively trade securities classified as available-for-sale, but intends to hold these securities for an indefinite period of time and may sell them prior to maturity to achieve certain objectives. Reductions in fair value considered by management to be other than temporary are reported as a realized loss and a reduction in the cost basis in the security. The adjusted cost basis of securities available-for-sale is determined by specific identification and is used in computing the realized gain or loss from a sales transaction.

 

Nonmarketable Equity Securities - Nonmarketable equity securities include the Company’s investments in the stock of the Federal Home Loan Bank (the “FHLB”). The FHLB stock is carried at cost because the stock has no quoted market value and no ready market exists. Investment in FHLB stock is a condition of borrowing from the FHLB, and the stock is pledged to collateralize the borrowings. Dividends received on FHLB stock are included as a separate component in interest income.

 

Loans Receivable - Loans receivable are stated at their unpaid principal balance. Interest income on loans is computed based upon the unpaid principal balance. Interest income is recorded in the period earned.

 

The accrual of interest income is generally discontinued when a loan becomes contractually 90 days past due as to principal or interest. Management may elect to continue the accrual of interest when the estimated net realizable value of collateral exceeds the principal balance and accrued interest.

 

Loan origination and commitment fees and certain direct loan origination costs (principally salaries and employee benefits) are deferred and amortized to income over the contractual life of the related loans or commitments, adjusted for prepayments, using the straight-line method.

 

Loans are impaired when it is probable that a creditor will be unable to collect all amounts due according to the contractual terms of the loan agreement. All loans are subject to these criteria except for smaller balance homogeneous loans that are collectively evaluated for impairment and loans measured at fair value or at the lower of cost or fair value. The Company considers its consumer installment portfolio and home equity lines as such exceptions. Therefore, loans within the real estate and commercial loan portfolios are reviewed individually.

 

-9-
 

HCSB FINANCIAL CORPORATION AND SUBSIDIARY

 

Notes to Unaudited CONDENSED Consolidated Financial Statements

 

NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES - continued

 

Impairment of a loan is measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate or the fair value of the collateral, if the loan is collateral dependent. When management determines that a loan is impaired, the difference between the Company’s investment in the related loan and the present value of the expected future cash flows, or the fair value of the collateral, is charged off with a corresponding entry to the allowance for loan losses. The accrual of interest is discontinued on an impaired loan when management determines the borrower may be unable to meet payments as they become due.

 

Concentrations of Credit Risk - Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of loans receivable, investment securities, federal funds sold and amounts due from banks.

 

The Company makes loans to individuals and small businesses for various personal and commercial purposes primarily throughout Horry County in South Carolina and Columbus and Brunswick counties of North Carolina. The Company’s loan portfolio is not concentrated in loans to any single borrower or a relatively small number of borrowers. However, the loan portfolio does include a concentration in loans secured by residential and commercial real estate and commercial and industrial non-real estate loans. These loans are especially susceptible to being adversely effected by the current economic downturn. The current downturn in the real estate market has resulted in an increase in loan delinquencies, defaults and foreclosures, and these trends may continue, especially in the Myrtle Beach area. In some cases, this downturn has resulted in a significant impairment to the value of our collateral and our ability to sell the collateral upon foreclosure, and there is a risk that this trend will continue. The commercial real estate collateral in each case provides an alternate source of repayment in the event of default by the borrower and may deteriorate in value during the time the credit is extended. If real estate values in our market areas continue to decline, it is also more likely that we would be required to increase our allowance for loan losses.

 

In addition to monitoring potential concentrations of loans to particular borrowers or groups of borrowers, industries and geographic regions, management monitors exposure to credit risk from concentrations of lending products and practices such as loans that subject borrowers to substantial payment increases (e.g. principal deferral periods, loans with initial interest-only periods, etc.), and loans with high loan-to-value ratios. Management has determined that there is no concentration of credit risk associated with its lending policies or practices. Additionally, there are industry practices that could subject the Company to increased credit risk should economic conditions change over the course of a loan’s life. For example, the Company makes variable rate loans and fixed rate principal-amortizing loans with maturities prior to the loan being fully paid (i.e. balloon payment loans). These loans are underwritten and monitored to manage the associated risks. Therefore, management believes that these particular practices do not subject the Company to unusual credit risk.

 

The Company’s investment portfolio consists principally of obligations of the United States, its agencies or its corporations and general obligation municipal securities. In the opinion of management, there is no concentration of credit risk in its investment portfolio. The Company places its deposits and correspondent accounts with and sells its federal funds to high quality institutions. Management believes credit risk associated with correspondent accounts is not significant.

 

-10-
 

HCSB FINANCIAL CORPORATION AND SUBSIDIARY

 

Notes to Unaudited CONDENSED Consolidated Financial Statements

 

NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES - continued

 

Allowance for Loan Losses – The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to earnings. Loan losses are charged against the allowance when management believes the uncollectability of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. The allowance for loan losses is evaluated on a regular basis by management and is based upon management’s periodic review of the collectability of the loans in light of historical experiences, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available. Management’s judgments about the adequacy of the allowance are based on numerous assumptions about current events, which management believes to be reasonable, but which may or may not prove to be accurate. 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 the Company.

 

The allowance is subject to examination 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 the Company to adjust its allowance based on information available to them at the time of their examination.

 

The methodology used to determine the reserve for unfunded lending commitments, which is included in other liabilities, is inherently similar to that used to determine the allowance for loan losses adjusted for factors specific to binding commitments, including the probability of funding and historical loss ratio.

 

Premises, Furniture and Equipment - Premises, furniture and equipment are stated at cost less accumulated depreciation. The provision for depreciation is computed by the straight-line method. Rates of depreciation are generally based on the following estimated useful lives: buildings - 40 years; furniture and equipment - three to 25 years. The cost of assets sold or otherwise disposed of and the related accumulated depreciation is eliminated from the accounts, and the resulting gains or losses are reflected in the income statement.

 

Maintenance and repairs are charged to current expense as incurred, and the costs of major renewals and improvements are capitalized.

 

Other Real Estate Owned - Other real estate owned includes real estate acquired through foreclosure. Other real estate owned is initially recorded at appraised value.

 

Any write-downs at the dates of acquisition are charged to the allowance for loan losses. Expenses to maintain such assets, subsequent write-downs, and gains and losses on disposal are included in net cost of operations of other real estate owned.

 

Income and Expense Recognition - The accrual method of accounting is used for all significant categories of income and expense. Immaterial amounts of insurance commissions and other miscellaneous fees are reported when received.

 

Income Taxes – The Company files consolidated federal and state income tax returns. Federal income tax expense or benefit has been allocated to subsidiaries on a separate return basis. The Company accounts for income taxes based on two components of income tax expense: current and deferred. Current income tax expense approximates taxes to be paid or refunded for the current period and includes income tax expense related to uncertain tax positions, if any.

 

-11-
 

HCSB FINANCIAL CORPORATION AND SUBSIDIARY

 

Notes to Unaudited CONDENSED Consolidated Financial Statements

 

NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES - continued

 

Deferred income taxes are determined using the balance sheet method. Under this method, the net deferred tax asset or liability is based on the tax impacts of the differences between the book and tax bases of assets and liabilities and recognizes enacted changes in tax rates and laws in the period in which they occur. Deferred income tax expense results from changes in deferred tax assets and liabilities between periods. Deferred tax assets are recognized subject to the Company’s judgment that realization is more likely than not. A tax position that meets the more likely than not recognition threshold is measured to determine the amount of benefit to recognize. The tax position is measured at the largest amount of benefit that is greater than 50% likely of being realized upon settlement. Interest and penalties, if any, are recognized as a component of income tax expense.

 

The Company reviews the deferred tax assets for recoverability based on history of earnings, expectations for future earnings and expected timing of reversals of temporary differences. Realization of a deferred tax asset ultimately depends on the existence of sufficient taxable income available under tax law, including future reversals of existing temporary differences, future taxable income exclusive of reversing differences, taxable income in prior carryback years, projections of future operating results, cumulative tax losses over the past three years, tax loss deductibility limitations, and available tax planning strategies. If, based on available information, it is more likely than not that the deferred income tax asset will not be realized, a valuation allowance against the deferred tax asset must be established with a corresponding charge to income tax expense. The deferred tax assets and valuation allowance are evaluated each quarter, and a portion of the valuation allowance may be reversed in future periods. The determination of how much of the valuation allowance that may be reversed and the timing is based on future results of operation and the amount and timing of actual loan charge-offs and asset write-downs. At March 31, 2014 and December 31, 2013, the Company’s deferred tax asset was offset in its entirety by a valuation allowance.

 

The Company believes that its income tax filing positions taken or expected to be taken in its tax returns will more likely than not be sustained upon audit by the taxing authorities and does not anticipate any adjustments that will result in a material adverse impact on the Company’s financial condition, results of operations, or cash flow. Therefore no reserves for uncertain income tax positions have been recorded.

 

Net Income (Loss) Per Common Share - Basic income (loss) per common share is calculated by dividing net income (loss) by the weighted-average number of common shares outstanding during the year. Diluted net income per common share is computed based on net income divided by the weighted average number of common and potential common shares. The computation of diluted net loss per share does not include potential common shares as their effect would be anti-dilutive. The only potential common share equivalents are those related to stock options and restricted stock awards. Stock options which are anti-dilutive are excluded from the calculation of diluted net income (loss) per common share.

 

Comprehensive Income - Accounting principles generally require recognized income, expenses, gains, and losses to be included in net income. Although certain changes in assets and liabilities, such as unrealized gains and losses on available-for-sale securities, are reported as a separate component of the equity section of the balance sheet, such items, along with net income, are components of comprehensive income.

 

Statements of Cash Flows - For purposes of reporting cash flows, the Company considers certain highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. Cash equivalents include amounts due from banks, federal funds sold, and interest-bearing deposits with other banks.

 

Off-Balance Sheet Financial Instruments - In the ordinary course of business, the Company enters into off-balance sheet financial instruments consisting of commitments to extend credit and letters of credit. These financial instruments are recorded in the financial statements when they become payable by the customer.

 

-12-
 

HCSB FINANCIAL CORPORATION AND SUBSIDIARY

 

Notes to Unaudited CONDENSED Consolidated Financial Statements

 

NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES - continued

 

Recently Issued Accounting Pronouncements – The following is a summary of recent authoritative pronouncements.

 

In April 2013, the Financial Accounting Standards Board (the “FASB”) issued guidance addressing application of the liquidation basis of accounting. The guidance is intended to clarify when an entity should apply the liquidation basis of accounting. In addition, the guidance provides principles for the recognition and measurement of assets and liabilities and requirements for financial statements prepared using the liquidation basis of accounting. The amendments went into effect for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein and those requirements should be applied prospectively from the day that liquidation becomes imminent. Early adoption is permitted. The amendments did not have a material effect on the Bank’s financial statements.

 

In January 2014, the FASB amended the Receivables—Troubled Debt Restructurings by Creditors subtopic of the Codification to address the reclassification of consumer mortgage loans collateralized by residential real estate upon foreclosure. The amendments clarify the criteria for concluding that an in substance repossession or foreclosure has occurred, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan. The amendments also outline interim and annual disclosure requirements. The amendments will be effective for the Bank for interim and annual reporting periods beginning after December 15, 2014. Companies are allowed to use either a modified retrospective transition method or a prospective transition method when adopting this update. Early adoption is permitted. The Bank does not expect these amendments to have a material effect on its financial statements.

 

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

 

Risks and Uncertainties - In the normal course of its business, the Company encounters two significant types of risks: economic and regulatory. There are three main components of economic risk: interest rate risk, credit risk and market risk. The Company is subject to interest rate risk to the degree that its interest-bearing liabilities mature or reprice at different speeds, or on different basis, than its interest-earning assets. Credit risk is the risk of default on the Company’s loan portfolio that results from a borrower’s inability or unwillingness to make contractually required payments. Market risk reflects changes in the value of collateral underlying loans receivable and the valuation of real estate held by the Company.

 

The Company is subject to the regulations of various governmental agencies. These regulations can and do change significantly from period to period. The Company also undergoes periodic examinations by the regulatory agencies, which may subject it to further changes with respect to asset valuations, amounts of required loss allowances and operating restrictions from the regulators’ judgments based on information available to them at the time of their examination.

 

-13-
 

HCSB FINANCIAL CORPORATION AND SUBSIDIARY

 

Notes to Unaudited CONDENSED Consolidated Financial Statements

 

NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES - continued

 

Additionally, the Company is subject to certain regulations due to our participation in the CPP. Pursuant to the terms of the CPP Purchase Agreement between us and the U.S. Treasury, we adopted certain standards for executive compensation and corporate governance for the period during which the Treasury holds the equity issued pursuant to the CPP Purchase Agreement, including the common stock which may be issued pursuant to the CPP Warrant. These standards generally apply to our named executive officers. The standards include (1) ensuring that incentive compensation for senior executives does not encourage unnecessary and excessive risks that threaten the value of the financial institution; (2) required clawback of any bonus or incentive compensation paid to a senior executive based on statements of earnings, gains or other criteria that are later proven to be materially inaccurate; (3) prohibition on making golden parachute payments to senior executives; (4) prohibition on providing tax gross-up provisions; and (5) agreement not to deduct for tax purposes executive compensation in excess of $500 thousand for each senior executive. In particular, the change to the deductibility limit on executive compensation will likely increase the overall cost of our compensation programs in future periods and may make it more difficult to attract suitable candidates to serve as executive officers.

 

In February 2005 the Bank purchased a $500 thousand 15-year renewable and convertible term life insurance policy through Banner Life Insurance Company on the life of James R. Clarkson, President and CEO. The Bank is both the owner and the beneficiary of this key person policy. The purpose of securing this policy was to provide the Bank with financial protection in the event of the unexpected death of Mr. Clarkson and better enable the Bank to attract a qualified replacement for Mr. Clarkson in such a situation.

 

Legislation that has been adopted after we closed on our sale of Series T Preferred Stock and the CPP Warrant to the U.S. Treasury for $12.9 million pursuant to the CPP on March 6, 2009, or any legislation or regulations that may be implemented in the future, may have a material impact on the terms of our CPP transaction with the U.S. Treasury.

 

Reclassifications - Certain captions and amounts for prior periods have been reclassified to conform to the March 31, 2014 presentation.

 

NOTE 2 – REGULATORY MATTERS AND GOING CONCERN CONSIDERATIONS

 

Consent Order with the Federal Deposit Insurance Corporation and South Carolina Board of Financial Institutions

 

On February 10, 2011, the Bank entered into a Consent Order (the “Consent Order”) with the FDIC and the South Carolina Board of Financial Institutions (the “State Board”). 

 

The Consent Order conveys specific actions needed to address the Bank’s current financial condition, primarily related to capital planning, liquidity/funds management, policy and planning issues, management oversight, loan concentrations and classifications, and non-performing loans. A summary of the requirements of the Consent Order and the Bank’s status on complying with the Consent Order is as follows:

 

-14-
 

HCSB FINANCIAL CORPORATION AND SUBSIDIARY

 

Notes to Unaudited CONDENSED Consolidated Financial Statements

 

NOTE 2 – REGULATORY MATTERS AND GOING CONCERN CONSIDERATIONS - continued

 

Requirements of the Consent Order Bank’s Compliance Status
Achieve and maintain, by July 10, 2011, Total Risk Based capital at least equal to 10% of risk-weighted assets and Tier 1 capital at least equal to 8% of total assets.

The Bank did not meet the capital ratios as specified in the Consent Order and, as a result, submitted a revised capital restoration plan to the FDIC on July 15, 2011. The revised capital restoration plan was determined by the FDIC to be insufficient and, as a result, we submitted a further revised capital restoration plan to the FDIC on September 30, 2011. We received the FDIC’s non-objection to the further revised capital restoration plan on December 6, 2011.

 

The Bank is working diligently to increase its capital ratios in order to strengthen its balance sheet and satisfy the commitments required under the Consent Order. The Bank has engaged independent third parties to assist the Bank in its efforts to increase its capital ratios. In addition to continuing to search for additional capital, the Bank is also searching for a potential merger partner. Although the Bank is pursuing both of these approaches simultaneously, given the lack of a market for bank mergers, particularly in the Southeast, as a result of the current economic and regulatory climate, and the lack of success the Company has had to date in attempting to raise capital, there can be no assurances the Company will either raise additional capital or find a merger partner.

 

Submit, by April 11, 2011, a written capital plan to the supervisory authorities.

We believe we have complied with this provision of the Consent Order.

 

Establish, by March 12, 2011, a plan to monitor compliance with the Consent Order, which shall be monitored by the Bank’s Directors’ Committee.

We believe we have complied with this provision of the Consent Order. The Directors’ Committee meets monthly and each meeting includes reviews and discussions of all areas required in the Consent Order.

 

 

-15-
 

HCSB FINANCIAL CORPORATION AND SUBSIDIARY

 

Notes to Unaudited CONDENSED Consolidated Financial Statements

 

NOTE 2 – REGULATORY MATTERS AND GOING CONCERN CONSIDERATIONS - continued

 

Develop, by May 11, 2011, a written analysis and assessment of the Bank’s management and staffing needs.

We believe we have complied with this provision of the Consent Order. In 2011, the Bank engaged an independent third party to perform an assessment of the Bank’s staffing needs to ensure the Bank has an appropriate organizational structure with qualified management in place. The Board of Directors has reviewed all recommendations regarding the Bank’s organizational structure.

 

 

Notify the supervisory authorities in writing of the resignation or termination of any of the Bank’s directors or senior executive officers.

 

We believe we have complied with this provision of the Consent Order.
Eliminate, by March 12, 2011, by charge-off or collection, all assets or portions of assets classified “Loss” and 50% of those assets classified “Doubtful.” We believe we have complied with this provision of the Consent Order.

Review and update, by April 11, 2011, its policy to ensure the adequacy of the Bank’s allowance for loan and lease losses, which must provide for a review of the

Bank’s allowance for loan and lease losses at least once each calendar quarter.

 

We believe we have complied with this provision of the Consent Order.
Submit, by April 11, 2011, a written plan to the supervisory authorities to reduce classified assets, which shall include, among other things, a reduction of the Bank’s risk exposure in relationships with assets in excess of $750,000 which are criticized as “Substandard” or “Doubtful”.  In accordance with the approved plan, reduce assets classified in the June 30, 2010 Report of Examination by 65% by August 11, 2012 and by 75% by February 9, 2013.

We are not in compliance with this provision of the Consent Order. The written plan was submitted and approved; however, assets classified in the June 30, 2010 Report of Examination had only been reduced by 71.37% as of March 31, 2014 and 68.8% as of December 31, 2013.

 

 

Revise, by April 11, 2011, its policies and procedures for managing the Bank’s Adversely Classified Other Real Estate Owned.

 

We believe we have complied with this provision of the Consent Order.

 

-16-
 

HCSB FINANCIAL CORPORATION AND SUBSIDIARY

 

Notes to Unaudited CONDENSED Consolidated Financial Statements

 

NOTE 2 – REGULATORY MATTERS AND GOING CONCERN CONSIDERATIONS - continued

 

Not extend any additional credit to any borrower who has a loan or other extension of credit from the Bank that has been charged-off or classified, in whole or in part, “Loss” or “Doubtful” and is uncollected. In addition, the Bank may not extend any additional credit to any borrower who has a loan or other extension of credit from the Bank that has been criticized, in whole or in part, “Substandard” and is uncollected, unless the Bank’s board of directors determines that failure to extend further credit to a particular borrower would be detrimental to the best interests of the Bank.

 

We believe we have complied with this provision of the Consent Order.  In the second quarter of 2010, the Bank engaged the services of an independent firm to perform an extensive review of the Bank’s credit portfolio and help management implement a more comprehensive lending and collection policy and more enhanced loan review.  An independent review of the Bank’s credit portfolio was most recently completed in the third quarter of 2012.

Perform, by April 11, 2011, a risk segmentation analysis with respect to the Bank’s Concentrations of Credit and develop a written plan to systematically reduce any segment of the portfolio that is an undue concentration of credit.

 

We believe we have complied with this provision of the Consent Order.
Review, by April 11, 2011 and annually thereafter, the Bank’s loan policies and procedures for adequacy and, based upon this review, make all appropriate revisions to the policies and procedures necessary to enhance the Bank’s lending functions and ensure their implementation.

We believe we have complied with this provision of the Consent Order. As noted above, the Bank engaged the services of an independent firm to perform an extensive review of the Bank’s credit portfolio and help management implement a more comprehensive lending and collection policy and more enhanced loan review.

 

Adopt, by May 11, 2011, an effective internal loan review and grading system to provide for the periodic review of the Bank’s loan portfolio in order to identify and categorize the Bank’s loans, and other extensions of credit which are carried on the Bank’s books as loans, on the basis of credit quality.

We believe we have complied with this provision of the Consent Order. As noted above, the Bank engaged the services of an independent firm to perform an extensive review of the Bank’s credit portfolio and help management implement a more comprehensive lending and collection policy and more enhanced loan review.

 

 

-17-
 

HCSB FINANCIAL CORPORATION AND SUBSIDIARY

 

Notes to Unaudited CONDENSED Consolidated Financial Statements

 

NOTE 2 – REGULATORY MATTERS AND GOING CONCERN CONSIDERATIONS - continued

 

Review and update, by May 11, 2011, its written profit plan to ensure the Bank has a realistic, comprehensive budget for all categories of income and expense, which must address, at minimum, goals and strategies for improving and sustaining the earnings of the Bank, the major areas in and means by which the Bank will seek to improve the Bank’s operating performance, realistic and comprehensive budgets, a budget review process to monitor income and expenses of the Bank to compare actual results with budgetary projections, assess that operating assumptions that form the basis for budget projections and adequately support major projected income and expense components of the plan, and coordination of the Bank’s loan, investment, and operating policies and budget and profit planning with the funds management policy.

 

We believe we have complied with this provision of the Consent Order.  The Bank engaged an independent third party to assist management with a strategic plan to help restructure its balance sheet, increase capital ratios, return to profitability and maintain adequate liquidity.  
Review and update, by May 11, 2011, its written plan addressing liquidity, contingent funding, and asset liability management.

We believe we have complied with this provision of the Consent Order. In 2011, the Bank engaged an independent third party to assist management in its development of a strategic plan that achieves all requirements of the Consent Order. The strategic plan reflects the Bank’s plans to restructure its balance sheet, increase capital ratios, return to profitability, and maintain adequate liquidity. The Board of Directors has reviewed and adopted the Bank’s strategic plan.

 

Eliminate, by March 12, 2011, all violations of law and regulation or contraventions of policy set forth in the FDIC’s safety and soundness examination of the Bank in November 2009.

 

We believe we have complied with this provision of the Consent Order.

Not accept, renew, or rollover any brokered deposits unless it is in compliance with the requirements of 12 C.F.R. § 337.6(b).

 

Since entering into the Consent Order, the Bank has not accepted, renewed, or rolled-over any brokered deposits.
Limit asset growth to 5% per annum.

We believe we have complied with this provision of the Consent Order.

 

 

-18-
 

HCSB FINANCIAL CORPORATION AND SUBSIDIARY

 

Notes to Unaudited CONDENSED Consolidated Financial Statements

 

NOTE 2 – REGULATORY MATTERS AND GOING CONCERN CONSIDERATIONS - continued

 

Not declare or pay any dividends or bonuses or make any distributions of interest, principal, or other sums on subordinated debentures without the prior approval of the supervisory authorities.

 

We believe we have complied with this provision of the Consent Order.

The Bank shall comply with the restrictions on the effective yields on deposits as described in 12 C.F.R. § 337.6.

 

We believe we have complied with this provision of the Consent Order.

Furnish, by March 12, 2011 and within 30 days of the end of each quarter thereafter, written progress reports to the supervisory authorities detailing the form and manner of any actions taken to secure compliance with the Consent Order.

 

We believe we have complied with this provision of the Consent Order, and we have submitted the required progress reports to the supervisory authorities.

 

Submit, by March 12, 2011, a written plan to the supervisory authorities for eliminating its reliance on brokered deposits.

 

We believe we have complied with the provision of the Consent Order.
Adopt, by April 11, 2011, an employee compensation plan after undertaking an independent review of compensation paid to all of the Bank’s senior executive officers. We believe we have complied with the provision of the Consent Order.
Prepare and submit, by May 11, 2011, its written strategic plan to the supervisory authorities.

We believe we have complied with this provision of the Consent Order. In 2011, the Bank engaged an independent third party to assist management in its development of a strategic plan that achieves all requirements of the Consent Order. The Board of Directors has reviewed and adopted the Bank’s strategic plan.

 

 

There can be no assurance that the Bank will be able to comply fully with the provisions of the Consent Order, and the determination of the Bank’s compliance will be made by the FDIC and the State Board. In addition, the supervisory authorities may amend the Consent Order based on the results of their ongoing examinations. However, we believe we are currently in substantial compliance with the Consent Order except for the requirements to achieve and maintain Total Risk Based capital at least equal to 10% of risk-weighted assets and Tier 1 capital at least equal to 8% of total assets. Should we fail to comply with the capital requirements in the Consent Order, or suffer a continued deterioration in our financial condition, the Bank may be placed into a federal conservatorship or receivership by the FDIC, with the FDIC appointed as conservator or receiver.

 

-19-
 

HCSB FINANCIAL CORPORATION AND SUBSIDIARY

 

Notes to Unaudited CONDENSED Consolidated Financial Statements

 

NOTE 2 – REGULATORY MATTERS AND GOING CONCERN CONSIDERATIONS - continued

 

As of March 31, 2014, the Company was categorized as “critically undercapitalized” and the Bank was categorized as “significantly undercapitalized.” Our losses during over the past few years have materially adversely impacted our capital. As a result, we have been pursuing a plan through which to achieve the capital requirements set forth under the Consent Order which includes, among other things, the sale of assets, reduction in total assets, and reduction of overhead expenses, as well as raising additional capital at either the Bank or the holding company level and attempting to find a merger partner for the Company or the Bank.

 

We anticipate that we will need to raise a material amount of capital to return the Bank to an adequate level of capitalization and have been exploring a number of potential sources of capital. We have not had any success to date in raising this capital, and there are no assurances that we will be able to raise this capital on a timely basis or at all.

 

We are also working to improve asset quality and to reduce the Bank’s investment in commercial real estate loans as a percentage of Tier 1 capital. The Company is reducing its reliance on brokered deposits and is committed to improving the Bank’s capital position.

 

Written Agreement

 

On May 9, 2011, the Company entered into a Written Agreement with the Federal Reserve Bank of Richmond.  The Written Agreement is designed to enhance the Company’s ability to act as a source of strength to the Bank.

  

The Written Agreement contains provisions similar to those in the Bank’s Consent Order. Specifically, pursuant to the Written Agreement, the Company agreed, among other things, to seek the prior written approval of the Federal Reserve Bank of Richmond before undertaking any of the following activities:

 

·declaring or paying any dividends,
·directly or indirectly taking dividends or any other form of payment representing a reduction in capital from the Bank,
·making any distributions of interest, principal or other sums on subordinated debentures or trust preferred securities,
·directly or indirectly, incurring, increasing or guarantying any debt, and
·directly or indirectly, purchasing or redeeming any shares of its stock.

 

The Company also agreed to comply with certain notice provisions set forth in the Federal Deposit Insurance Act and regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve”) in appointing any new director or senior executive officer, or changing the responsibilities of any senior executive officer so that the officer would assume a different senior executive officer position.  The Company is also required to comply with certain restrictions on indemnification and severance payments pursuant to the Federal Deposit Insurance Act and FDIC regulations.

 

We believe we are currently in substantial compliance with the Written Agreement.

 

Going Concern Considerations

 

The going concern assumption is a fundamental principle in the preparation of financial statements. It is the responsibility of management to assess the Company’s ability to continue as a going concern. In assessing this assumption, the Company has taken into account all available information about the future, which is at least, but is not limited to, twelve months from the balance sheet date of March 31, 2014. Prior to 2009, the Company had a history of profitable operations and sufficient sources of liquidity to meet its short-term and long-term funding needs. However, the Bank’s financial condition has suffered during the past five years from the extraordinary effects of what may ultimately be the worst economic downturn since the Great Depression.

 

-20-
 

HCSB FINANCIAL CORPORATION AND SUBSIDIARY

 

Notes to Unaudited Condensed Consolidated Financial Statements

 

NOTE 2 – REGULATORY MATTERS AND GOING CONCERN CONSIDERATIONS - continued

 

The effects of the current economic environment are being felt across many industries, with financial services and residential real estate being particularly hard hit. The Bank, with a loan portfolio consisting of a concentration in commercial real estate loans, has seen a decline in the value of the collateral securing its portfolio as well as rapid deterioration in its borrowers’ cash flow and ability to repay their outstanding loans to the Bank. As a result, the Bank’s level of nonperforming assets increased substantially during 2010 and 2011. However, since 2012, the Bank’s nonperforming assets have begun to stabilize. Specifically, nonperforming assets at March 31, 2014 were $57.7 million compared to $60.6 million at December 31, 2013 and $72.2 million at December 31, 2012. As a percentage of total assets, nonperforming assets were 12.59%, 13.95% and 15.39% as of March 31, 2014, and December 31, 2013 and 2012, respectively. While management recognizes the possibility of further deterioration in the loan portfolio, net loan charge-offs have decreased from $17.6 million for the year ended December 31, 2012 to $3.2 million for the year ended December 31, 2013. Year-to-date net charge-offs for the three months ended March 31, 2014 were $415 thousand.

 

The Company and the Bank operate in a highly regulated industry and must plan for the liquidity needs of each entity separately. A variety of sources of liquidity have historically been available to the Bank to meet its short-term and long-term funding needs. Although a number of these sources have been limited following execution of the Consent Order, management has prepared forecasts of these sources of funds and the Bank’s projected uses of funds during 2014 in an effort to ensure that the sources available are sufficient to meet the Bank’s projected liquidity needs for this period.

 

Prior to the economic downturn, the Company, if needed, would have relied on dividends from the Bank as its primary source of liquidity. Currently, however, the Company has no available sources of liquidity. The Company is a legal entity separate and distinct from the Bank. Various legal limitations restrict the Bank from lending or otherwise supplying funds to the Company to meet its obligations, including paying dividends. In addition, the terms of the Consent Order described below further limits the Bank’s ability to pay dividends to the Company to satisfy its funding needs. Unless the Company is able to raise capital, it will have no means of satisfying its funding needs.

 

Management believes the Bank’s liquidity sources are adequate to meet its needs for at least the next 12 months, but if the Bank is unable to meet its liquidity needs, then the Bank may be placed into a federal conservatorship or receivership by the FDIC, with the FDIC appointed conservator or receiver.

 

The Company will also need to raise substantial additional capital to increase the Bank’s capital levels to meet the standards set forth by the FDIC. As a result of the recent downturn in the financial markets and the financial condition of the Company and the Bank, the availability of capital has become significantly restricted or has become increasingly costly as compared to the prevailing market rates prior to the volatility. Management cannot predict when or if the capital markets will return to more favorable conditions. Management is actively evaluating a number of capital sources, asset reductions and other balance sheet management strategies to ensure that the Bank’s projected level of regulatory capital can support its balance sheet. Receivership by the FDIC is based on the Bank’s capital ratios rather than those of the Company. As of March 31, 2014, the Bank is categorized as significantly undercapitalized.

 

There can be no assurances that the Company or the Bank will be able to raise additional capital. An equity financing transaction by the Company would result in substantial dilution to the Company’s current shareholders and could adversely affect the market price of the Company’s common stock. Likewise, an equity financing transaction by the Bank would result in substantial dilution to the Company’s ownership interest in the Bank. It is difficult to predict if these efforts will be successful, either on a short-term or long-term basis. Should these efforts be unsuccessful, the Company would be unable to realize its assets and discharge its liabilities in the normal course of business.

 

-21-
 

HCSB FINANCIAL CORPORATION AND SUBSIDIARY

 

Notes to Unaudited Condensed Consolidated Financial Statements

 

NOTE 2 – REGULATORY MATTERS AND GOING CONCERN CONSIDERATIONS - continued

 

As a result of management’s assessment of the Company’s ability to continue as a going concern, the accompanying consolidated financial statements for the Company have been prepared on a going concern basis, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future, and does not include any adjustments to reflect the possible future effects on the recoverability or classification of assets. There is substantial doubt about the Company’s ability to continue as a going concern.

 

 

NOTE 3 - INVESTMENT SECURITIES

 

Securities available-for-sale consisted of the following:

 

   Amortized  Gross Unrealized   Estimated
(Dollars in thousands)  Cost  Gains  Losses  Fair Value
March 31, 2014                    
Government-sponsored enterprises  $57,006   $3   $(3,631)  $53,378 
Mortgage-backed securities   58,517    449    (546)   58,420 
Obligations of state and local governments   2,292    89    (70)   2,311 
Total  $117,815   $541   $(4,247)  $114,109 
                     
December 31, 2013                    
Government-sponsored enterprises  $60,628   $—     $(5,553)  $55,075 
Mortgage-backed securities   37,731    167    (864)   37,034 
Obligations of state and local governments   2,516    113    (136)   2,493 
Total  $100,875   $280   $(6,553)  $94,602 

 

The following is a summary of maturities of securities available-for-sale as of March 31, 2014. The amortized cost and estimated fair values are based on the contractual maturity dates. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without penalty.

 

   Securities
   Available-For-Sale
   Amortized  Estimated
(Dollars in thousands)  Cost  Fair Value
       
Due after one year but within five years  $1,040   $1,129 
Due after five years but within ten years   17,638    17,436 
Due after ten years   99,137    95,544 
Total  $117,815   $114,109 

 

-22-
 

HCSB FINANCIAL CORPORATION AND SUBSIDIARY

 

Notes to Unaudited Condensed Consolidated Financial Statements

 

NOTE 3 - INVESTMENT SECURITIES - continued

 

The following table shows gross unrealized losses and fair value, aggregated by investment category, and length of time that individual securities have been in a continuous unrealized loss position, at:

 

   March 31, 2014
   Less than twelve months  Twelve months or more  Total
   Fair  Unrealized  Fair  Unrealized  Fair  Unrealized
(Dollars in thousands)  Value  Losses  Value  Losses  Value  Losses
                   
Government-sponsored enterprises  $33,851   $(1,802)  $18,018   $(1,829)  $51,869   $(3,631)
Mortgage-backed securities   15,868    (274)   5,596    (272)   21,464    (546)
Obligations of state and local governments   600    (16)   582    (54)   1,182    (70)
Total  $50,319   $(2,092)  $24,196   $(2,155)  $74,515   $(4,247)

 

   December 31, 2013
   Less than twelve months  Twelve months or more  Total
   Fair  Unrealized  Fair  Unrealized  Fair  Unrealized
(Dollars in thousands)  Value  Losses  Value  Losses  Value  Losses
                   
Government-sponsored enterprises  $47,311   $(4,433)  $7,764   $(1,120)  $55,075   $(5,553)
Mortgage-backed securities   17,826    (471)   7,373    (393)   25,199    (864)
Obligations of state and local governments   552    (67)   568    (69)   1,120    (136)
Total  $65,689   $(4,971)  $15,705   $(1,582)  $81,394   $(6,553)

 

Management evaluates its investment portfolio periodically to identify any impairment that is other than temporary. At March 31, 2014, the Company had eight government-sponsored enterprise securities, four mortgage-backed securities and one state and local government obligation security that have been in an unrealized loss position for more than twelve months. Management believes these losses are temporary and are a result of the current interest rate environment. The Company does not intend to sell these securities and it is more likely than not that the Company will not be required to sell these securities before recovery of their amortized cost.

 

At March 31, 2014, investment securities with a book value of $39.3 million and a market value of $37.2 million were pledged to secure deposits.

 

Proceeds from sales of available-for-sale securities were $7.4 million and $19.5 million for the three-month periods ended March 31, 2014 and 2013, respectively. Gross realized gains and losses on sales of available-for-sale securities for the periods ended were as follows

 

(Dollars in thousands)  Three months ended March 31,
   2014  2013
Gross realized gains  $64   $84 
Gross realized losses   (13)   —   
Net gain  $51   $84 

 

-23-
 

HCSB FINANCIAL CORPORATION AND SUBSIDIARY

 

Notes to Unaudited Condensed Consolidated Financial Statements

 

NOTE 4 - LOANS RECEIVABLE

 

Loans consisted of the following:

 

   March 31,  December 31,
(Dollars in thousands)  2014  2013
       
Residential  $82,839   $84,335 
Commercial Real Estate   130,302    130,450 
Commercial   34,371    33,711 
Consumer   7,581    7,928 
Total gross loans  $255,093   $256,424 

 

Provision and Allowance for Loan Losses

 

An allowance for loan losses is maintained at a level deemed appropriate by management to adequately provide for known and inherent losses in the loan portfolio. The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to earnings. Loan losses are charged against the allowance when management believes the uncollectability of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance.

 

In evaluating the adequacy of the Company’s loan loss reserves, management identifies loans believed to be impaired. Impaired loans are those not likely to be repaid as to principal and interest in accordance with the terms of the loan agreement. Impaired loans are reviewed individually by management and the net present value of the collateral is estimated. Reserves are maintained for each loan in which the principal balance of the loan exceeds the net present value of the collateral. In addition to the specific allowance for individually reviewed loans, a general allowance for potential loan losses is established based on management’s review of the composition of the loan portfolio with the purpose of identifying any concentrations of risk, and an analysis of historical loan charge-offs and recoveries. The final component of the allowance for loan losses incorporates management’s evaluation of current economic conditions and other risk factors which may impact the inherent losses in the loan portfolio. These evaluations are highly subjective and require that a great degree of judgmental assumptions be made by management. This component of the allowance for loan losses includes additional estimated reserves for internal factors such as changes in lending staff, loan policy and underwriting guidelines, and loan seasoning and quality, and external factors such as national and local economic trends and conditions.

 

-24-
 

HCSB FINANCIAL CORPORATION AND SUBSIDIARY

 

Notes to Unaudited Condensed Consolidated Financial Statements

 

NOTE 4 - LOAN PORTFOLIO - continued

 

The following table details the activity within our allowance for loan losses as of and for the periods ended March 31, 2014 and 2013 and as of and for the year ended December 31, 2013, by portfolio segment:

 

March 31, 2014

(Dollars in thousands)

      Commercial         
   Commercial  Real Estate  Consumer  Residential  Total
                
Allowance for loan losses:                         
Beginning balance  $1,020   $5,312   $144   $2,967   $9,443 
Charge-offs   (85)   (126)   (166)   (451)   (828)
Recoveries   113    189    13    98    413 
Provision   (28)   (150)   224    (46)   —   
Ending balance  $1,020   $5,225   $215   $2,568   $9,028 
                          
Ending balances:                         
Individually evaluated for impairment  $277   $2,537   $28   $881   $3,723 
Collectively evaluated for impairment  $743   $2,688   $187   $1,687   $5,305 
                          
Loans receivable:                         
                          
Ending balance, total  $34,371   $130,302   $7,581   $82,839   $255,093 
                          
Ending balances:                         
Individually evaluated for impairment  $4,266   $30,241   $597   $11,555   $46,659 
Collectively evaluated for impairment  $30,105   $100,061   $6,984   $71,284   $208,434 

 

 

-25-
 

HCSB FINANCIAL CORPORATION AND SUBSIDIARY

 

Notes to Unaudited Condensed Consolidated Financial Statements

 

NOTE 4 - LOAN PORTFOLIO - continued

 

March 31, 2013

(Dollars in thousands)

      Commercial         
   Commercial  Real Estate  Consumer  Residential  Total
                
Allowance for loan losses:                         
Beginning balance  $1,982   $7,587   $124   $4,457   $14,150 
Charge-offs   (795)   (1,170)   (62)   (237)   (2,264)
Recoveries   101    639    5    330    1,075 
Provision   359    (1,200)   33    (192)   (1,000)
Ending balance  $1,647   $5,856   $100   $4,358   $11,961 
                          
Ending balances:                         
Individually evaluated for impairment  $578   $2,538   $16   $1,170   $4,302 
Collectively evaluated for impairment  $1,069   $3,318   $84   $3,188   $7,659 
                          
Loans receivable:                         
                          
Ending balance, total  $39,737   $154,056   $8,205   $88,171   $290,169 
                          
Ending balances:                         
Individually evaluated for impairment  $5,184   $39,588   $273   $11,183   $56,228 
Collectively evaluated for impairment  $34,553   $114,468   $7,932   $76,988   $233,941 

 

-26-
 

HCSB FINANCIAL CORPORATION AND SUBSIDIARY

 

Notes to Unaudited Condensed Consolidated Financial Statements

 

NOTE 4 - LOAN PORTFOLIO - continued

 

December 31, 2013

(Dollars in thousands)

      Commercial         
   Commercial  Real Estate  Consumer  Residential  Total
Allowance for loan losses:                         
Beginning balance  $1,982   $7,587   $124   $4,457   $14,150 
Charge-offs   (1,691)   (3,927)   (217)   (1,641)   (7,476)
Recoveries   724    2,230    48    1,264    4,266 
Provision   5    (578)   189    (1,113)   (1,497)
Ending balance  $1,020   $5,312   $144   $2,967   $9,443 
                          
Ending balances:                         
Individually evaluated for impairment  $218   $2,455   $18   $1,105   $3,796 
Collectively evaluated for impairment  $802   $2,857   $126   $1,862   $5,647 
                          
Loans receivable:                         
                          
Ending balance, total  $33,711   $130,450   $7,928   $84,335   $256,424 
                          
Ending balances:                         
Individually evaluated for impairment  $3,946   $29,540   $223   $11,970   $45,679 
Collectively evaluated for impairment  $29,765   $100,910   $7,705   $72,365   $210,745 

 

Loan Performance and Asset Quality

 

Generally, a loan will be placed on nonaccrual status when it becomes 90 days past due as to principal or interest, or when management believes, after considering economic and business conditions and collection efforts, that the borrower’s financial condition is such that collection of the loan is doubtful. When a loan is placed in nonaccrual status, interest accruals are discontinued and income earned but not collected is reversed. Cash receipts on nonaccrual loans are not recorded as interest income, but are used to reduce principal.

 

-27-
 

HCSB FINANCIAL CORPORATION AND SUBSIDIARY

 

Notes to Unaudited Condensed Consolidated Financial Statements

 

NOTE 4 - LOAN PORTFOLIO - continued

 

The following chart summarizes delinquencies and nonaccruals, by portfolio class, as of March 31, 2014 and December 31, 2013.

 

March 31, 2014

(Dollars in thousands)

   30-59 Days Past Due  60-89 Days Past Due  90+ Days Past Due  Total Past Due  Current  Total Loans Receivable  Non-accrual
                      
Commercial  $406   $1   $638   $1,045   $33,326   $34,371   $638 
Commercial real estate:                                   
Construction   654    212    2,229    3,095    36,877    39,972    4,079 
Other   1,783    —      3,544    5,327    85,003    90,330    4,348 
Real Estate:                                   
Residential   4,057    814    1,256    6,127    76,712    82,839    1,834 
Consumer:                                   
Other   141    12    356    509    6,327    6,836    356 
Revolving credit   18    13    —      31    714    745    —   
Total  $7,059   $1,052   $8,023   $16,134   $238,959   $255,093   $11,255 

 

December 31, 2013

(Dollars in thousands)

   30-59 Days Past Due  60-89 Days Past Due  90+ Days Past Due  Total Past Due  Current  Total Loans Receivable  Non-accrual
Commercial  $771   $146   $407   $1,324   $32,387   $33,711   $430 
Commercial real estate:                                   
Construction   215    33    2,243    2,491    36,408    38,899    4,208 
Other   1,156    —      3,414    4,570    86,981    91,551    4,017 
Real Estate:                                   
Residential   2,188    830    1,381    4,399    79,936    84,335    1,936 
Consumer:                                   
Other   191    219    35    445    6,710    7,155    40 
Revolving credit   18    3    —      21    752    773    —   
Total  $4,539   $1,231   $7,480   $13,250   $243,174   $256,424   $10,631 

 

There were no loans outstanding 90 days or more and still accruing interest at March 31, 2014 or December 31, 2013.

 

-28-
 

HCSB FINANCIAL CORPORATION AND SUBSIDIARY

 

Notes to Unaudited Condensed Consolidated Financial Statements

 

NOTE 4 - LOAN PORTFOLIO - continued

 

The following table summarizes management’s internal credit risk grades, by portfolio class, as of March 31, 2014 and December 31, 2013.

 

March 31, 2014

(Dollars in thousands)

      Commercial         
   Commercial  Real Estate  Consumer  Residential  Total
                
Grade 1 - Minimal  $1,201   $—     $794   $—     $1,995 
Grade 2 – Modest   777    1,021    107    1,679    3,584 
Grade 3 – Average   4,031    6,097    833    3,278    14,239 
Grade 4 – Satisfactory   18,034    68,641    4,824    53,709    145,208 
Grade 5 – Watch   2,745    16,686    210    6,648    26,289 
Grade 6 – Special Mention   1,805    8,991    145    4,934    15,875 
Grade 7 – Substandard   5,778    28,866    668    12,591    47,903 
Grade 8 – Doubtful   —      —      —      —      —   
Grade 9 – Loss   —      —      —      —      —   
Total loans receivable  $34,371   $130,302   $7,581   $82,839   $255,093 

 

December 31, 2013

(Dollars in thousands)

      Commercial         
   Commercial  Real Estate  Consumer  Residential  Total
                
Grade 1 - Minimal  $1,364   $—     $775   $—     $2,139 
Grade 2 – Modest   314    1,066    98    1,835    3,313 
Grade 3 – Average   4,782    6,412    914    3,437    15,545 
Grade 4 – Satisfactory   17,092    67,453    5,045    53,868    143,458 
Grade 5 – Watch   3,204    17,288    221    6,933    27,646 
Grade 6 – Special Mention   1,788    10,028    133    5,127    17,076 
Grade 7 – Substandard   5,167    28,203    742    13,135    47,247 
Grade 8 – Doubtful   —      —      —      —      —   
Grade 9 – Loss   —      —      —      —      —   
Total loans receivable  $33,711   $130,450   $7,928   $84,335   $256,424 

 

-29-
 

HCSB FINANCIAL CORPORATION AND SUBSIDIARY

 

Notes to Unaudited Condensed Consolidated Financial Statements

 

NOTE 4 - LOAN PORTFOLIO - continued

 

Loans graded one through four are considered “pass” credits. As of March 31, 2014, $165.0 million, or 64.7% of the loan portfolio had a credit grade of “minimal,” “modest,” “average” or “satisfactory.” For loans to qualify for these grades, they must be performing relatively close to expectations, with no significant departures from the intended source and timing of repayment.

 

Loans with a credit grade of “watch” and “special mention” are not considered classified; however, they are categorized as a watch list credit and are considered potential problem loans. This classification is utilized by us when there is an initial concern about the financial health of a borrower.  These loans are designated as such in order to be monitored more closely than other credits in the portfolio.  Loans on the watch list are not considered problem loans until they are determined by management to be classified as substandard. As of March 31, 2014 loans with a credit grade of “watch” and “special mention” totaled $42.2 million. Watch list loans are considered potential problem loans and are monitored as they may develop into problem loans in the future. 

 

Loans graded “substandard” or greater are considered classified credits. At March 31, 2014, classified loans totaled $47.9 million, with $41.5 million being collateralized by real estate. Classified credits are evaluated for impairment on a quarterly basis.

 

The Bank identifies impaired loans through its normal internal loan review process. A loan is considered impaired when, based on current information and events, it is probable that we will be unable to collect the scheduled payments of principal or interest when due, according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Impairment is measured on a loan-by-loan basis by calculating either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral dependent. Any resultant shortfall is charged to provision for loan losses and is classified as a specific reserve. When an impaired loan is ultimately charged-off, the charge-off is taken against the specific reserve.

 

Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Impaired consumer and residential loans are identified for impairment disclosures, however, it is policy to individually evaluate for impairment all loans with a credit grade of “substandard” or greater that have an outstanding balance of $50 thousand or greater, and all loans with a credit grade of “special mention” that have outstanding principal balance of $100 thousand or greater.

 

Impaired loans are valued on a nonrecurring basis at the lower of cost or market value of the underlying collateral. Market values were obtained using independent appraisals, updated in accordance with our reappraisal policy, or other market data such as recent offers to the borrower. At March 31, 2014, the recorded investment in impaired loans was $46.7 million, compared to $45.7 million at December 31, 2013.

 

The following chart details our impaired loans, which includes troubled debt restructurings (“TDRs”) totaling $31.6 million and $31.5 million, by category as of March 31, 2014 and December 31, 2013, respectively:

 

-30-
 

HCSB FINANCIAL CORPORATION AND SUBSIDIARY

 

Notes to UNAUDITED Condensed Consolidated Financial Statements

 

NOTE 4 – LOAN PORTFOLIOcontinued

 

March 31, 2014

(Dollars in thousands)     Unpaid     Average  Interest
   Recorded  Principal  Related  Recorded  Income
   Investment  Balance  Allowance  Investment  Recognized
With no related allowance recorded:                         
Commercial  $1,801   $1,990   $—     $1,860   $18 
Commercial real estate   14,701    17,610    —      15,018    149 
Residential   4,397    5,405    —      4,913    94 
Consumer   374    426    —      374    2 
Total:  $21,273   $25,431   $—     $22,165   $263 
With an allowance recorded:                         
Commercial   2,465    2,465    277    2,495    19 
Commercial real estate   15,540    15,540    2,537    15,550    96 
Residential   7,158    7,158    881    7,171    77 
Consumer   223    223    28    224    3 
Total:  $25,386   $25,386   $3,723   $25,440   $195 
Total:                         
Commercial   4,266    4,455    277    4,355    37 
Commercial real estate   30,241    33,150    2,537    30,568    245 
Residential   11,555    12,563    881    12,084    171 
Consumer   597    649    28    598    5 
Total:  $46,659   $50,817   $3,723   $47,605   $458 

 

December 31, 2013

(Dollars in thousands)     Unpaid     Average  Interest
   Recorded  Principal  Related  Recorded  Income
   Investment  Balance  Allowance  Investment  Recognized
With no related allowance recorded:                         
Commercial  $1,464   $1,657   $—     $1,621   $50 
Commercial real estate   14,120    17,052    —      14,275    606 
Residential   3,729    4,366    —      3,901    206 
Consumer   55    79    —      60    7 
Total:  $19,368   $23,154   $—     $19,857   $869 
With an allowance recorded:                         
Commercial   2,482    2,482    218    2,556    106 
Commercial real estate   15,420    15,747    2,455    15,674    469 
Residential   8,241    8,454    1,105    8,381    384 
Consumer   168    168    18    163    8 
Total:  $26,311   $26,851   $3,796   $26,774   $967 
Total:                         
Commercial   3,946    4,139    218    4,177    156 
Commercial real estate   29,540    32,799    2,455    29,949    1,075 
Residential   11,970    12,820    1,105    12,282    590 
Consumer   223    247    18    223    15 
Total:  $45,679   $50,005   $3,796   $46,631   $1,836 

 

-31-
 

HCSB FINANCIAL CORPORATION AND SUBSIDIARY

 

Notes to unaudited Condensed Consolidated Financial Statements

 

NOTE 4 - LOAN PORTFOLIO - continued

 

TDRs are loans which have been restructured from their original contractual terms and include concessions that would not otherwise have been granted outside of the financial difficulty of the borrower. We only restructure loans for borrowers in financial difficulty that have designed a viable business plan to fully pay off all obligations, including outstanding debt, interest and fees, either by generating additional income from the business or through liquidation of assets. Generally, these loans are restructured to provide the borrower additional time to execute upon their plans.

 

With respect to restructured loans, we grant concessions by (1) reduction of the stated interest rate for the remaining original life of the debt, or (2) extension of the maturity date at a stated interest rate lower than the current market rate for new debt with similar risk. We do not generally grant concessions through forgiveness of principal or accrued interest. Restructured loans where a concession has been granted through extension of the maturity date generally include extension of payments in an interest only period, extension of payments with capitalized interest and extension of payments through a forbearance agreement. These extended payment terms are also combined with a reduction of the stated interest rate in certain cases.

 

Success in restructuring loans has been mixed but it has proven to be a useful tool in certain situations to protect collateral values and allow certain borrowers additional time to execute upon defined business plans. In situations where a TDR is unsuccessful and the borrower is unable to follow through with terms of the restricted agreement, the loan is placed on nonaccrual status and continues to be written down to the underlying collateral value.

 

Our policy with respect to accrual of interest on loans restructured in a TDR follows relevant supervisory guidance. That is, if a borrower has demonstrated performance under the previous loan terms and shows capacity to perform under the restructured loan terms, continued accrual of interest at the restructured interest rate is likely. If a borrower was materially delinquent on payments prior to the restructuring but shows capacity to meet the restructured loan terms, the loan will likely continue as nonaccrual going forward. Lastly, if the borrower does not perform under the restructured terms, the loan is placed on nonaccrual status.

 

We will continue to closely monitor these loans and will cease accruing interest on them if management believes that the borrowers may not continue performing based on the restructured note terms. If, after previously being classified as a TDR, a loan is restructured a second time, then that loan is automatically placed on nonaccrual status. Our policy with respect to nonperforming loans requires the borrower to make a minimum of six consecutive payments in accordance with the loan terms before that loan can be placed back on accrual status. Further, the borrower must show capacity to continue performing into the future prior to restoration of accrual status. To date, we have not restored any nonaccrual loan classified as a TDR to accrual status. We believe that all of our modified loans meet the definition of a TDR.

 

-32-
 

HCSB FINANCIAL CORPORATION AND SUBSIDIARY

 

Notes to unaudited Condensed Consolidated Financial Statements

 

NOTE 4 - LOAN PORTFOLIO - continued

 

The following is a summary of information pertaining to our TDRs:

 

   March 31,  December 31,
(Dollars in thousands)  2014  2013
Nonperforming TDRs  $7,255   $6,443 
Performing TDRs:          
Commercial   3,416    3,496 
Commercial real estate   13,963    14,673 
Residential   6,728    6,690 
Consumer   233    151 
Total performing TDRs   24,340    25,010 
Total TDRs  $31,595   $31,453 

 

The following table summarizes how loans that were considered TDRs were modified during the periods indicated:

 

For the Three Months ended March 31, 2014

(Dollars in thousands)

   TDRs that are in compliance   
   with the terms of the agreement  TDRs that subsequently defaulted(1)
      Pre-  Post     Pre-  Post-
      modification  modification     modification  modification
   Number  outstanding  outstanding  Number  outstanding  outstanding
   of  recorded  recorded  of  recorded  recorded
   contracts  investment  investment  contracts  investment  investment
                   
Commercial real estate   3   $177   $177    —     $—     $—   
Residential   1    29    31    —      —      —   
Total   4   $206   $208    —     $—     $—   

 

During the quarter ended March 31, 2014, four loans were modified that were considered to be TDRs. Term concessions were granted for all four loans.

 

For the Three Months ended March 31, 2013

(Dollars in thousands)

   TDRs that are in compliance   
   with the terms of the agreement  TDRs that subsequently defaulted(1)
      Pre-  Post     Pre-  Post-
      modification  modification     modification  modification
   Number  outstanding  outstanding  Number  outstanding  outstanding
   of  recorded  recorded  of  recorded  recorded
   contracts  investment  investment  contracts  investment  investment
                   
Commercial real estate   2   $504   $504    —     $—     $—   
Residential   2    113    113    —      —      —   
Commercial   8    622    622    —      —      —   
Consumer   1    47    47    —      —      —   
Total   13   $1,286   $1,286    —     $—     $—   

 

(1) Loans past due 90 days or more are considered to be in default.

 

During the quarter ended March 31, 2013, 13 loans were modified that were considered to be TDRs. Term concessions were granted for nine of these loans and other concessions were granted for four loans.

 

-33-
 

HCSB FINANCIAL CORPORATION AND SUBSIDIARY

 

Notes to unaudited CONDENSED Consolidated Financial Statements

 

NOTE 4 - LOAN PORTFOLIO - continued

 

Portions of the allowance for loan losses may be allocated for specific loans or portfolio segments. However, the entire allowance for loan losses is available for any loan that, in management’s judgment, should be charged-off. While management utilizes the best judgment and information available to it, the ultimate adequacy of the allowance for loan losses depends on a variety of factors beyond our control, including the performance of our loan portfolio, the economy, changes in interest rates, and the view of the regulatory authorities toward loan classifications. If delinquencies and defaults increase, we may be required to increase our provision for loan losses, which would adversely affect our results of operations and financial condition. There can be no assurance that charge-offs of loans in future periods will not exceed the allowance for loan losses as estimated at any point in time or that provisions for loan losses will not be significant to a particular accounting period.

 

The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the balance sheets.

 

The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual or notional amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments.

 

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. The fair value of standby letters of credit is insignificant.

 

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since some of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the counter-party.

 

Collateral held for commitments to extend credit and standby letters of credit varies but may include accounts receivable, inventory, property, plant, equipment, and income-producing commercial properties. The following table summarizes the Company’s off-balance sheet financial instruments whose contract amounts represent credit risk:

 

   March 31,  December 31,
(Dollars in thousands)  2014  2013
Commitments to extend credit  $30,423   $29,836 
Standby letters of credit   360    361 

 

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HCSB FINANCIAL CORPORATION AND SUBSIDIARY

 

Notes to unaudited CONDENSED Consolidated Financial Statements

 

NOTE 5 – OTHER REAL ESTATE OWNED

 

Transactions in other real estate owned for the periods ended March 31, 2014 and December 31, 2013:

 

   March 31,  December 31,
(Dollars in thousands)  2014  2013
Balance, beginning of period  $24,972   $19,464 
Additions   430    17,659 
Sales   (3,323)   (11,383)
Write-downs   (12)   (768)
Balance, end of period  $22,067   $24,972 

 

 

NOTE 6 - ADVANCES FROM THE FEDERAL HOME LOAN BANK

 

Advances from the FHLB consisted of the following at March 31, 2014:

 

(Dollars in thousands)  Advance  Advance  Advance  Maturing
   Type  Amount  Rate  On
             
   Convertible Advance  $5,000    3.24%   12/8/14 
   Convertible Advance   2,000    3.60%   9/4/18 
   Convertible Advance   5,000    3.45%   9/10/18 
   Convertible Advance   5,000    2.95%   9/18/18 
   Fixed Rate   5,000    3.86%   8/20/19 
      $22,000           

 

As of March 31, 2014 we had advances totaling $22.0 million with various interest rates and maturity dates. Interest on fixed rate advances is generally payable monthly and interest on fixed rate advances is payable quarterly. Convertible advances are callable by the FHLB on their respective call dates. The Company has the option to either repay any advance that has been called or to refinance the advance as a convertible advance.

 

At March 31, 2014, the Company had pledged as collateral for FHLB advances approximately $2.0 million of one-to-four family first mortgage loans, $5.5 million of commercial real estate loans, $4.6 million in home equity lines of credit, $46 thousand in multifamily loans and $13.5 million of agency and private issue mortgage-backed securities. The Company has an investment in FHLB stock of $1.4 million. The Company has $7.1 million in excess borrowing capacity with the FHLB that is available if liquidity needs should arise. As a result of negative financial performance indicators, there is also a risk that the Bank’s ability to borrow from the FHLB could be curtailed or eliminated, although to date the Bank has not been denied advances from the FHLB or had to pledge additional collateral for its borrowings.

 

As of March 31, 2014, scheduled principal reductions include $5.0 million in the fourth quarter of 2014, $12.0 million in 2018, and $5.0 million in 2019.

 

-35-
 

HCSB FINANCIAL CORPORATION AND SUBSIDIARY

 

Notes to unaudited CONDENSED Consolidated Financial Statements

 

NOTE 7 – JUNIOR SUBORDINATED DEBENTURES

 

On December 21, 2004, the Trust issued $6.0 million floating rate trust preferred securities with a maturity of December 31, 2034. In accordance with current accounting standards, the trust has not been consolidated in these financial statements. The Company received from the Trust the $6.0 million proceeds from the issuance of the securities and the $186 thousand initial proceeds from the capital investment in the Trust and, accordingly, has shown the funds due to the trust as a $6.2 million junior subordinated debenture. The current regulatory rules allow certain amounts of junior subordinated debentures to be included in the calculation of regulatory capital. The debenture issuance costs, net of accumulated amortization, totaled $76 thousand at March 31, 2014 and are included in other assets on the consolidated balance sheet. Amortization of debt issuance costs totaled $1 thousand for each of the periods ended March 31, 2014 and 2013. The Federal Reserve Bank of Richmond has prohibited the Company from paying interest due on the trust preferred securities since February 2012 and as a result, the Company has deferred interest payments in the amount of approximately $587 thousand as of March 31, 2014.

 

NOTE 8 - SUBORDINATED DEBENTURES

 

On July 31, 2010, the Company completed a private placement of subordinated promissory notes that totaled $12.1 million. The notes initially bear interest at a rate of 9% per annum payable semiannually on April 5th and October 5th and are callable by the Company four years after the date of issuance and mature 10 years from the date of issuance. After October 5, 2014 and until maturity, the notes bear interest at a rate equal to the current Prime Rate in effect, as published by the Wall Street Journal, plus 3%; provided, that the rate of interest shall not be less than 8% per annum or more than 12% per annum. The subordinated notes have been structured to fully count as Tier 2 regulatory capital on a consolidated basis.

 

The Federal Reserve Bank of Richmond has prohibited the Company from paying interest due on the subordinated notes since October 2011 and, as a result, the Company has deferred interest payments in the amount of approximately $2.9 million as of March 31, 2014.

 

NOTE 9 - SHAREHOLDERS’ EQUITY AND CAPITAL REQUIREMENTS

 

Preferred Stock – In March 2009, in connection with the CPP, the Company issued to the U.S. Treasury 12,895 shares of the Company’s Series T Preferred Stock. The Series T Preferred Stock has a dividend rate of 5% for the first five years and 9% thereafter, and has a call feature after three years.

 

In connection with the sale of the Series T Preferred Stock, the Company also issued to the U.S. Treasury the CPP Warrant to purchase up to 91,714 shares of the Company’s common stock at an initial exercise price of $21.09 per share.

 

As required under the CPP, dividend payments on and repurchases of the Company’s common stock are subject to certain restrictions. For as long as the Series T Preferred Stock is outstanding, no dividends may be declared or paid on the Company’s common stock until all accrued and unpaid dividends on the Series T Preferred Stock are fully paid. In addition, the U.S. Treasury’s consent is required for any increase in dividends on common stock before the third anniversary of issuance of the Series T Preferred Stock and for any repurchase of any common stock except for repurchases of common shares in connection with benefit plans.

 

-36-
 

HCSB FINANCIAL CORPORATION AND SUBSIDIARY

 

Notes to unaudited CONDENSED Consolidated Financial Statements

 

NOTE 9 - SHAREHOLDERS’ EQUITY AND CAPITAL REQUIREMENTS - continued

 

The Series T Preferred Stock and the CPP Warrant were sold to the U.S. Treasury for an aggregate purchase price of $12.9 million in cash. The purchase price was allocated between the Series T Preferred Stock and the CPP Warrant based upon the relative fair values of each to arrive at the amounts recorded by the Company. This resulted in the Series T Preferred Stock being issued at a discount which is being amortized on a level yield basis as a charge to retained earnings over an assumed life of five years.

 

As of February 2011, the Federal Reserve Bank of Richmond, the Company’s primary federal regulator, has required the Company to defer dividend payments on the 12,895 shares of the Series T Preferred Stock and interest payments on the $6.0 million of trust preferred securities issued in December 2004. Therefore, for each quarterly period beginning in February 2011, the Company notified the U.S. Treasury of its deferral of quarterly dividend payments on the Series T Preferred Stock and also informed the Trustee of the trust preferred securities of its deferral of the quarterly interest payments. On May 15, 2014, the dividend rate will increase from 5% per annum (approximately $645 thousand annually) to 9% per annum (approximately $1.2 million annually). As of March 31, 2014, the Company had $2.1 million of deferred dividend payments due on the Series T Preferred Stock. Because the Company has deferred these 13 payments, the Company is prohibited from paying any dividends on its common stock until all deferred payments have been made in full. In addition, whenever dividends payable on the shares of the Series T Preferred Stock have been deferred for an aggregate of six or more quarterly dividend periods, the holders of the preferred stock have the right to elect two directors to fill newly created directorships at the Company’s next annual meeting of the shareholders. As a result of the Company’s deferral of dividend payments on the Series T Preferred Stock, the U.S. Treasury, the current holder of all 12,895 shares of the Series T Preferred Stock, requested the Company’s non-objection to appoint a representative to observe monthly meetings of the Company’s Board of Directors. The Company granted the Treasury’s request and a representative of Treasury has attended the Company’s monthly board meetings in June and July 2012. As of the date of this report, Treasury has not notified the Company whether it intends to elect two directors to fill newly created directorships at the Company’s 2014 annual meeting of the shareholders. The Company has never paid a cash dividend, but as a result of the Company’s financial condition and these restrictions on the Company, including the restrictions on the Bank’s ability to pay dividends to the Company, the Company has not been permitted to pay a dividend on its common stock since 2009.

 

Restrictions on Dividends - Under the terms of the Written Agreement, the Company is currently prohibited from declaring or paying any dividends without the prior written approval of the Federal Reserve Bank of Richmond. In addition, because the Company is a legal entity separate and distinct from the Bank and has little direct income itself, the Company relies on dividends paid to it by the Bank in order to pay dividends on its common stock. As a South Carolina state bank, the Bank may only pay dividends out of its net profits, after deducting expenses, including losses and bad debts. Under Federal Deposit Insurance Corporation Act, the Bank may not pay a dividend if, after paying the dividend, the Bank would be undercapitalized. As of March 31, 2014, the Bank was classified as “significantly undercapitalized,” and therefore it is prohibited under FDICIA from paying dividends until it increases its capital levels. In addition, even if it increases its capital levels, under the terms of the Consent Order, the Bank is prohibited from declaring a dividend on its shares of common stock unless it receives approval from the FDIC and State Board. Further, as a result of the Company’s deferral of dividend payments on the 12,895 shares of Series T Preferred Stock and interest payments on the $6.0 million of trust preferred securities, the Company is prohibited from paying any dividends on its common stock until all deferred payments have been made in full.

 

The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a material effect on the Company’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of their assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

 

-37-
 

HCSB FINANCIAL CORPORATION AND SUBSIDIARY

 

Notes to unaudited CONDENSED Consolidated Financial Statements

 

NOTE 9 - SHAREHOLDERS’ EQUITY AND CAPITAL REQUIREMENTS - continued

 

Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum ratios of Tier 1 and total capital as a percentage of assets and off-balance sheet exposures, adjusted for risk weights ranging from 0% to 100%. Tier 1 capital consists of common shareholders’ equity, excluding the unrealized gain or loss on securities available-for-sale, minus certain intangible assets. Tier 2 capital consists of the allowance for loan losses subject to certain limitations. Total capital for purposes of computing the capital ratios consists of the sum of Tier 1 and Tier 2 capital. The Company and the Bank are also required to maintain capital at a minimum level based on quarterly average assets, which is known as the leverage ratio.

 

To be considered “well-capitalized,” the Bank must maintain total risk-based capital of at least 10%, Tier 1 capital of at least 6%, and a leverage ratio of at least 5%. To be considered “adequately capitalized” under these capital guidelines, the Bank must maintain a minimum total risk-based capital of 8%, with at least 4% being Tier 1 capital. In addition, Bank must maintain a minimum Tier 1 leverage ratio of at least 4%. Further, pursuant to the terms of the Consent Order with the FDIC and the State Board, the Bank must achieve and maintain Tier 1 capital at least equal to 8% and total risk-based capital at least equal to 10% by July 10, 2011.

 

At March 31, 2014, the Company was categorized as “critically undercapitalized” and the Bank was categorized as “significantly undercapitalized.” Our losses over the past five years have adversely impacted our capital. As a result, we have been pursuing a plan to increase our capital ratios in order to strengthen our balance sheet and satisfy the commitments required under the Consent Order. However, if we continue to fail to meet the capital requirements in the Consent Order in a timely manner, then this would result in additional regulatory actions, which could ultimately lead to the Bank being taken into receivership by the FDIC. Our auditors have noted that the uncertainty of our ability to obtain sufficient capital raises substantial doubt about our ability to continue as a going concern.

 

-38-
 

HCSB FINANCIAL CORPORATION AND SUBSIDIARY

 

Notes to unaudited CONDENSED Consolidated Financial Statements

 

NOTE 9 - SHAREHOLDERS’ EQUITY AND CAPITAL REQUIREMENTS - continued

 

The following table summarizes the capital ratios and the regulatory minimum requirements for the Company and the Bank.

 

               Minimum
               To Be Well
         Minimum  Capitalized Under
         Capital  Prompt Corrective
   Actual  Requirement  Action Provisions
(Dollars in thousands)  Amount  Ratio  Amount  Ratio  Amount  Ratio
                   
March 31, 2014                              
The Company                              
Total Capital                              
(to Risk-Weighted Assets)  $(9,852)   (3.13)%  $25,143    8.00%   N/A    N/A 
Tier I Capital                              
(to Risk-Weighted Assets)  $(9,852)   (3.13)%  $12,571    4.00%   N/A    N/A 
Tier I Capital                              
(to Average Assets)  $(9,852)   (2.17)%  $18,153    4.00%   N/A    N/A 
The Bank                              
Total Capital                              
(to Risk-Weighted Assets)  $14,462    4.61%  $25,122    8.00%  $31,402    10.00%
Tier I Capital                              
(to Risk-Weighted Assets)  $10,474    3.34%  $12,561    4.00%   (1)   (1)
Tier I Capital                              
(to Average Assets)  $10,474    2.33%  $17,996    4.00%  $35,991    8.00%
                               
December 31, 2013                              
The Company                              
Total Capital                              
(to Risk-Weighted Assets)  $(10,169)   (3.19)%  $25,512    8.00%   N/A    N/A 
Tier I Capital                              
(to Risk-Weighted Assets)  $(10,169)   (3.19)%  $12,756    4.00%   N/A    N/A 
Tier I Capital                              
(to Average Assets)  $(10,169)   (2.23)%  $18,242    4.00%   N/A    N/A 
The Bank                              
Total Capital                              
(to Risk-Weighted Assets)  $13,842    4.34%  $25,505    8.00%  $31,881    10.00%
Tier I Capital                              
(to Risk-Weighted Assets)  $9,789    3.07%  $12,753    4.00%   (1)   (1)
Tier I Capital                              
(to Average Assets)  $9,789    2.17%  $18,067    4.00%  $36,135    8.00%

 

(1) Minimum capital amounts and ratios presented as of March 31, 2014 and December 31, 2013, are amounts to be well-capitalized under the various regulatory capital requirements administered by the FDIC. On February 10, 2011, the Bank became subject to a regulatory Consent Order with the FDIC. Minimum capital amounts and ratios presented for the Bank as of March 31, 2014 and December 31, 2013, are the minimum levels set forth in the Consent Order. No minimum Tier 1 capital to risk-weighted assets ratio was specified in the Consent Order. Regardless of the Bank’s capital ratios, it is unable to be classified as “well-capitalized” while it is operating under the Consent Order with the FDIC.

 

-39-
 

HCSB FINANCIAL CORPORATION AND SUBSIDIARY

 

Notes to unaudited CONDENSED Consolidated Financial Statements

 

NOTE 10 – INCOME (LOSS) PER SHARE

 

(Dollars in thousands, except per share amounts)  Three Months ended March 31,
   2014  2013
       
Basic income (loss) per common share:          
           
Net income (loss) available to common shareholders  $95   $448 
           
Weighted average common shares outstanding - basic   3,738,337    3,738,337 
           
Basic income (loss) per common share  $0.03   $0.12 
           
Diluted income (loss) per common share:          
           
Net income (loss) available to common shareholders  $95   $448 
           
Weighted average common shares outstanding - basic   3,738,337    3,738,337 
           
Incremental shares   —      —   
           
Weighted average common shares outstanding - diluted   3,738,337    3,738,337 
           
Diluted income (loss) per common share  $0.03   $0.12 

 

For the three month periods ended March 31, 2014 and 2013, there were 91,714 common stock equivalents outstanding which were not included in the diluted calculation because the exercise price of the common stock equivalents exceeded the market value of the stock.

 

NOTE 11 - FAIR VALUE

 

Fair Value Hierarchy

 

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

 

Fair value estimates are made at a specific point in time based on relevant market and other information about the financial instruments. Because no market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on current economic conditions, risk characteristics of various financial instruments, and such other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

 

-40-
 

HCSB FINANCIAL CORPORATION AND SUBSIDIARY

 

Notes to unaudited CONDENSED Consolidated Financial Statements

 

NOTE 11 - FAIR VALUE - continued

 

Accounting principles establish a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value:

 

Level 1

Quoted prices in active markets for identical assets or liabilities. Level 1 assets and liabilities include debt and equity securities and derivative contracts that are traded in an active exchange market, as well as U.S. Treasuries and money market funds. 

 

Level 2

Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 assets and liabilities include debt securities with quoted prices that are traded less frequently than exchange-traded instruments, mortgage-backed securities, municipal bonds, corporate debt securities, and derivative contracts whose value is determined using a pricing model with inputs that are observable in the market or can be derived principally from or corroborated by observable market data. This category generally includes certain derivative contracts and impaired loans.

 

Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. For example, this category generally includes certain private equity investments, retained residual interests in securitizations, residential mortgage servicing rights, and highly-structured or long-term derivative contracts.

 

Financial Instruments

 

The following methods and assumptions were used to estimate the fair value of significant financial instruments:

 

Cash and Cash Equivalents - The carrying amount is a reasonable estimate of fair value.

 

Securities Available-for-Sale - Investment securities available-for-sale are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted prices, if available. If quoted prices are not available, fair values are measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the security’s credit rating, prepayment assumptions and other factors such as credit loss assumptions.

 

Nonmarketable Equity Securities - The carrying amount is a reasonable estimate of fair value since no ready market exists for these securities.

 

Loans Receivable - For certain categories of loans, such as variable rate loans which are repriced frequently and have no significant change in credit risk, fair values are based on the carrying amounts. The fair value of other types of loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to the borrowers with similar credit ratings and for the same remaining maturities.

 

Deposits - The fair value of demand deposits, savings, and money market accounts is the amount payable on demand at the reporting date. The fair values of certificates of deposit are estimated using a discounted cash flow calculation that applies current interest rates to a schedule of aggregated expected maturities.

 

-41-
 

HCSB FINANCIAL CORPORATION AND SUBSIDIARY

 

Notes to unaudited CONDENSED Consolidated Financial Statements

 

NOTE 11 - FAIR VALUE - continued

 

Repurchase Agreements – The carrying value of these instruments is a reasonable estimate of fair value.

 

Advances from the Federal Home Loan Bank - For the portion of borrowings immediately callable, fair value is based on the carrying amount. The fair value of the portion maturing at a later date is estimated using a discounted cash flow calculation that applies the interest rate of the immediately callable portion to the portion maturing at the future date.

 

Subordinated Debentures - The Company is unable to determine the fair value of these debentures.

 

Junior Subordinated Debentures - The Company is unable to determine the fair value of these debentures.

 

Off-Balance Sheet Financial Instruments - The contractual amount is a reasonable estimate of fair value for the instruments because commitments to extend credit and standby letters of credit are issued on a short-term or floating rate basis and include no unusual credit risks.

 

The carrying values and estimated fair values of the Company’s financial instruments were as follows:

 

March 31, 2014        Fair Value Measurements
(Dollars in thousands)        Quoted  Significant   
         market  other  Significant
         price in  observable  unobservable
   Carrying  Estimated  active markets  inputs  inputs
   Amount  Fair Value  (Level 1)  (Level 2)  (Level 3)
Financial Assets:                         
Cash and cash equivalents  $39,063   $39,063   $39,063   $—     $—   
Securities available-for-sale   114,109    114,109    —      114,109    —   
Nonmarketable equity securities   1,567    1,567    —      —      1,567 
Loans, net   246,065    247,540    —      —      247,540 
                          
Financial Liabilities:                         
Demand deposit, interest-bearing transaction, and savings accounts   170,321    170,321    170,321    —      —   
Certificates of deposit   256,156    258,327    —      258,327    —   
Repurchase agreements   1,112    1,112    —      1,112    —   
Advances from the Federal Home Loan Bank   22,000    23,370    —      23,370    —   
Subordinated debentures   11,062    *    —      —      —   
Junior subordinated debentures   6,186    *    —      —      —   
                          
   Notional   Estimated                
   Amount   Fair Value                
Off-Balance Sheet Financial Instruments:                         
Commitments to extend credit  $30,423    n/a                
Standby letters of credit   360    n/a                

 

* The Company is unable to determine this value.

 

-42-
 

HCSB FINANCIAL CORPORATION AND SUBSIDIARY

 

Notes to unaudited CONDENSED Consolidated Financial Statements

 

NOTE 11 - FAIR VALUE - continued

 

December 31, 2013        Fair Value Measurements
(Dollars in thousands)        Quoted  Significant   
         market  other  Significant
         price in  observable  unobservable
   Carrying  Estimated  active markets  inputs  inputs
   Amount  Fair Value  (Level 1)  (Level 2)  (Level 3)
Financial Assets:                         
Cash and cash equivalents  $28,081   $28,081   $28,081   $—     $—   
Securities available-for-sale   94,602    94,602    —      94,602    —   
Nonmarketable equity securities   1,743    1,743    —      —      1,743 
Loans, net   246,981    248,633    —      —      248,633 
                          
Financial Liabilities:                         
Demand deposit, interest-bearing transaction, and savings accounts   163,505    163,505    163,505    —      —   
Certificates of deposit   242,539    244,463    —      244,463    —   
Repurchase agreements   1,337    1,337    —      1,337    —   
Advances from the Federal Home Loan Bank   22,000    25,055    —      25,055    —   
Subordinated debentures   11,062    *    —      —      —   
Junior subordinated debentures   6,186    *    —      —      —   
                          
   Notional   Estimated                
   Amount   Fair Value                
Off-Balance Sheet Financial Instruments:                         
Commitments to extend credit  $29,836    n/a                
Standby letters of credit   361    n/a                

 

* The Company is unable to determine this value.

 

Assets and Liabilities Measured at Fair Value on a Recurring Basis

 

Following is a description of valuation methodologies used for assets and liabilities recorded at fair value.

 

Securities Available-for-Sale - Investment securities available-for-sale are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted prices, if available. If quoted prices are not available, fair values are measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the security’s credit rating, prepayment assumptions and other factors such as credit loss assumptions. Level 1 securities include those traded on an active exchange, such as the New York Stock Exchange, U.S. Treasury securities that are traded by dealers or brokers in active over-the-counter markets and money market funds. Level 2 securities include mortgage-backed securities issued by government sponsored entities, municipal bonds and corporate debt securities. Securities classified as Level 3 include asset-backed securities in less liquid markets.

 

-43-
 

HCSB FINANCIAL CORPORATION AND SUBSIDIARY

 

Notes to unaudited CONDENSED Consolidated Financial Statements

 

NOTE 11 - FAIR VALUE - continued

 

Loans - The Company does not record loans at fair value on a recurring basis, however, from time to time, a loan is considered impaired and an allowance for loan loss is established. Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan are considered impaired. Once a loan is identified as individually impaired, management measures impairment. The fair value of impaired loans is estimated using one of several methods, including the collateral value, market value of similar debt and discounted cash flows. Those impaired loans not requiring a specific allowance represents loans for which the fair value of expected repayments or collateral exceed the recorded investment in such loans. At March 31, 2014 and December 31, 2013, substantially all of the impaired loans were evaluated based upon the fair value of the collateral. Impaired loans where an allowance is established based on the fair value of collateral require classification in the fair value hierarchy. The fair value of Impaired Loans is generally based on judgment and therefore classified as nonrecurring Level 3.

 

Other Real Estate Owned - Foreclosed real estate is adjusted to fair value upon transfer of the loans to foreclosed real estate. Real estate acquired in settlement of loans is recorded initially at estimated fair value of the property less estimated selling costs at the date of foreclosure. The initial recorded value may be subsequently reduced by additional allowances, which are charges to earnings if the estimated fair value of the property less estimated selling costs declines below the initial recorded value. Fair value is based upon independent market prices, appraised values of the collateral or management’s estimation of the value of the collateral. The fair value of foreclosed assets is generally based on judgment and therefore is classified as nonrecurring Level 3.

 

The tables below present the balances of assets and liabilities measured at fair value on a recurring basis as of and for the years ended March 31, 2014 and December 31, 2013, by level within the fair value hierarchy.

 

      Quoted prices in  Significant   
      active markets  Other  Significant
      for identical  Observable  Unobservable
(Dollars in thousands)     assets  Inputs  Inputs
   Total  (Level 1)  (Level 2)  (Level 3)
March 31, 2014                    
Assets:                    
Government sponsored enterprises  $53,378   $—     $53,378   $—   
Mortgage-backed securities   58,420    —      58,420    —   
Obligations of state and local governments   2,311    —      2,311    —   
Total  $114,109   $—     $114,109   $—   
                     
December 31, 2013                    
Assets:                    
Government sponsored enterprises  $55,075   $—     $55,075   $—   
Mortgage-backed securities   37,034    —      37,034    —   
Obligations of state and local governments   2,493    —      2,493    —   
Total  $94,602   $—     $94,602   $—   

 

The Company has no liabilities measured at fair value on a recurring basis.

 

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HCSB FINANCIAL CORPORATION AND SUBSIDIARY

 

Notes to unaudited CONDENSED Consolidated Financial Statements

 

NOTE 11 - FAIR VALUE - continued

 

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

 

Certain assets and liabilities are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). The following tables present the assets and liabilities carried on the balance sheet by caption and by level within the valuation hierarchy described above for which a nonrecurring change in fair value has been recorded during the periods ended March 31, 2014 and December 31, 2013.

 

      Quoted prices in  Significant   
      active markets  Other  Significant
(Dollars in thousands)     for identical  Observable  Unobservable
      assets  Inputs  Inputs
   Total  (Level 1)  (Level 2)  (Level 3)
March 31, 2014                    
Assets:                    
Impaired loans, net of valuation allowance  $42,936   $—     $—     $42,936 
Other real estate owned   22,067    —      —      22,067 
Total  $65,003   $—     $—     $65,003 
                     
December 31, 2013                    
Assets:                    
Impaired loans, net of valuation allowance  $41,883   $—     $—     $41,883 
Other real estate owned   24,972    —      —      24,972 
Total  $66,855   $—     $—     $66,855 

 

The Company has no liabilities measured at fair value on a nonrecurring basis.

 

Level 3 Valuation Methodologies

The fair value of impaired loans is estimated using one of several methods, including collateral value and discounted cash flows and, in rare cases, the market value of the note. Those impaired loans not requiring an allowance represent loans for which the net present value of the expected cash flows or fair value of the collateral less costs to sell exceed the recorded investments in such loans. At March 31, 2014, a majority of the total impaired loans were evaluated based on the fair value of the collateral. When the fair value of the collateral is based on an executed sales contract with an independent third party, the Company records the impaired loans as nonrecurring Level 1. If the collateral is based on another observable market price or a current appraised value, the Company records the impaired loans as nonrecurring Level 2. When an appraised value is not available or the Company determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the Company records the impaired loan as nonrecurring Level 3. Impaired loans can be evaluated for impairment using the present value of expected future cash flows discounted at the loan’s effective interest rate. The measurement of impaired loans using future cash flows discounted at the loan’s effective interest rate rather than the market rate of interest is not a fair value measurement and is therefore excluded from fair value disclosure requirements. Impaired loans are reviewed and evaluated on at least a quarterly basis for additional impairment and adjusted accordingly.

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HCSB FINANCIAL CORPORATION AND SUBSIDIARY

 

Notes to unaudited CONDENSED Consolidated Financial Statements

 

NOTE 11 - FAIR VALUE - continued

 

Foreclosed real estate is carried at fair value less estimated selling costs. Fair value is generally based upon current appraisals, comparable sales, and other estimates of value obtained principally from independent sources, adjusted for selling costs. When the fair value of the collateral is based on an observable market price or a current appraised value, the Company records the asset as nonrecurring Level 2. However, the Company also considers other factors or recent developments which could result in adjustments to the collateral value estimates indicated in the appraisals such as changes in absorption rates or market conditions from the time of valuation. In situations where management adjustments are significant to the fair value measurements in its entirety, such measurements are classified as Level 3 within the valuation hierarchy.

The following table presents quantitative information about level 3 fair value measurements for financial instruments measured at fair value on a non-recurring basis at March 31, 2014.

 

(Dollars in thousands)
   March 31,  Valuation  Unobservable  Range
   2014  Techniques  Inputs  (Weighted Avg)
Impaired loans:
Commercial  $3,989   Appraised Value/  Appraisals and/or sales  
            Discounted Cash   of comparable properties/   0.00%-76.11%
        Flows  Independent quotes  (10.92%)
 
Commercial real estate   27,704   Appraised Value/  Appraisals and/or sales  
        Discounted Cash  of comparable properties/  0.00%-73.42%
        Flows  Independent quotes  (17.06%)
 
Residential   10,674   Appraised Value/  Appraisals and/or sales  
        Discounted Cash  of comparable properties/  0.00%-100.00%
        Flows  Independent quotes  (30.92%)
 
Consumer   569   Appraised Value/  Appraisals and/or sales  
        Discounted Cash  of comparable properties/  0.00%-64.65%
        Flows  Independent quotes  (9.83%)
 
Other real estate owned   22,067   Appraised Value/  Appraisals and/or sales  
        Discounted Cash  of comparable properties/  0.00%-50.00%
        Flows  Independent quotes  (6.27%)

 

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Notes to unaudited CONDENSED Consolidated Financial Statements

 

NOTE 11 - FAIR VALUE - continued

 

The following table presents quantitative information about level 3 fair value measurements for financial instruments measured at fair value on a non-recurring basis at December 31, 2013.

 

(Dollars in thousands)
   December 31,  Valuation  Unobservable  Range
   2013  Techniques  Inputs  (Weighted Avg)
Impaired loans:
Commercial  $3,728   Appraised Value/  Appraisals and/or sales  
        Discounted Cash  of comparable properties/  0.00%-76.50%
        Flows  Independent quotes  (3.36%)
 
Commercial real estate   27,085   Appraised Value/  Appraisals and/or sales  
        Discounted Cash  of comparable properties/  0.00%-88.29%
        Flows  Independent quotes  (16.51%)
 
Residential   10,865   Appraised Value/  Appraisals and/or sales  
        Discounted Cash  of comparable properties/  0.00%-90.23%
        Flows  Independent quotes  (23.60%)
 
Consumer   205   Appraised Value/  Appraisals and/or sales  
        Discounted Cash  of comparable properties/  0.00%-38.68%
        Flows  Independent quotes  (14.67%)
 
Other real estate owned   24,972   Appraised Value/  Appraisals and/or sales  
        Discounted Cash  of comparable properties/  0.00%-50.00%
        Flows  Independent quotes  (6.27%)

 

NOTE 12 – SUBSEQUENT EVENTS

 

Subsequent events are events or transactions that occur after the balance sheet date but before financial statements are issued. Recognized subsequent events are events or transactions that provide additional evidence about conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements. Nonrecognized subsequent events are events that provide evidence about conditions that did not exist at the date of the balance sheet but arose after that date. Management has reviewed events occurring through the date the financial statements were issued and no subsequent events occurred requiring accrual or disclosure that are not otherwise disclosed herein.

 

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HCSB FINANCIAL CORPORATION AND SUBSIDIARY

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

 

INTRODUCTION

 

The following discussion describes our results of operations for the three months ended March 31, 2014 as compared to the three months ended March 31, 2013 and also analyzes our financial condition as of March 31, 2014 as compared to December 31, 2013. The following discussion and analysis also identifies significant factors that have affected our financial position and operating results during the periods included in the accompanying financial statements. We encourage you to read this discussion and analysis in conjunction with our financial statements and the other statistical information included in our filings with the SEC.

 

OVERVIEW

 

For the three months ended March 31, 2014, the Bank had a net income of $317 thousand compared to net income of $664 thousand for the three months ended March 31, 2013. The decrease in net income during the first quarter of 2014 was primarily attributable to a provision expense in the amount of $1.0 million that was recaptured during the three months ended March 31, 2013 while no provision expense was recorded for the first quarter of 2014. In addition, noninterest expense decreased $716 thousand for the first quarter of 2014 as compared to the first quarter of 2013.

 

Total assets at March 31, 2014 were $457.9 million, an increase of $23.3 million from $434.6 million at December 31, 2013. Cash and cash equivalents also increased $11.0 million from December 31, 2013 to March 31, 2014. Deposit growth of $20.4 million was used for purchases of investment securities available-for-sale which increased $19.5 million. The Bank’s budget for the first quarter of 2014 included slight growth in earning assets.  In order to accomplish this goal, management increased QuickRate deposits by design during the quarter ended March 31, 2014 to accompany slight growth in non-interest-bearing demand deposits and money market deposits to support the increase in the securities portfolio that was achieved during the quarter. The deposit growth was a strategic move by management but was not the result of any increase in deposit rates offered during the quarter.

 

RESULTS OF OPERATIONS

 

Results of Operations for the Three Months ended March 31, 2014 and 2013

 

The Company experienced a decrease of $33 thousand in total interest income for the three months ended March 31, 2014. A decrease in interest, including fees, on our loan portfolio of $329 thousand, or 8.8% for the three months ended March 31, 2014 compared to the three months ended March 31, 2013 was partially offset by an increase of $300 thousand in interest income on taxable available-for-sale securities due to the increase in volume of the securities. Declines in rates resulted in a decrease to total interest expense of $88 thousand, or 6.3% for the three month period in 2014 compared to the three month period in 2013. Net interest income increased $55 thousand for the three months ended March 31, 2014 compared to the three months ended March 31, 2013.

 

The provision for loan losses is charged to earnings based upon management’s evaluation of specific loans in its portfolio and general economic conditions and trends in the marketplace. Please refer to the section “Loan Portfolio” for a discussion of management’s evaluation of the adequacy of the allowance for loan losses. No provision was considered necessary for the three month period ended March 31, 2014. Provisions were recaptured during the three months ended March 31, 2013 in the amount of $1.0 million.

 

Noninterest income decreased $80 thousand to $613 thousand for the three months ended March 31, 2014 as compared to $693 thousand for the three months ended March 31, 2013.

 

Noninterest expense decreased from $3.8 million for the three months ended March 31, 2013 to $3.1 million for the three months ended March 31, 2014 primarily due to lower costs of operations of other real estate owned as a result of gains on the sale of other real estate owned amounting to $345 thousand.

 

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HCSB FINANCIAL CORPORATION AND SUBSIDIARY

 

FINANCIAL CONDITION

 

Investment Portfolio

 

Management classifies investment securities as either held-to-maturity or available-for-sale based on our intentions and the Company’s ability to hold them until maturity. In determining such classifications, securities that management has the positive intent and the Company has the ability to hold until maturity are classified as held-to-maturity and carried at amortized cost. All other securities are designated as available-for-sale and carried at estimated fair value with unrealized gains and losses included in shareholders’ equity on an after-tax basis. As of March 31, 2014 and December 31, 2013, all securities were classified as available-for-sale.

 

The portfolio of available-for-sale securities increased $19.5 million, or 20.6 %, from $94.6 million at December 31, 2013 to $114.1 million at March 31, 2014. Our securities portfolio consisted primarily of high quality mortgage securities, government agency bonds, and high quality municipal bonds.

 

The following tables summarize the carrying value of investment securities as of the indicated dates and the weighted-average yields of those securities at March 31, 2014.

 

March 31, 2014 (in thousands)  Amortized Cost Due      
   Due  After One  After Five         
   Within  Through  Through  After Ten     Market
   One Year  Five Years  Ten Years  Years  Total  Value
Investment securities                              
Government sponsored enterprises  $—     $—     $8,417   $48,589   $57,006   $53,378 
Mortgage backed securities   —      —      8,586    49,931    58,517    58,420 
State and political subdivisions   —      1,040    635    617    2,292    2,311 
Total  $—     $1,040   $17,638   $99,137   $117,815   $114,109 
                               
Weighted average yields                              
Government sponsored enterprises   —  %   —  %   2.32%   3.04%          
Mortgage backed securities   —  %   —  %   2.08%   2.40%          
State and political subdivisions   —  %   3.51%   2.53%   4.07%          
Total   —  %   3.51%   2.21%   2.72%   2.65%     
                               
                       Book   Market 
December 31, 2013 (in thousands)                      Value   Value 
Investment securities                              
Government sponsored enterprises                      $60,628   $55,075 
Mortgage backed securities                       37,731    37,034 
States and political subdivisions                       2,516    2,493 
Total                      $100,875   $94,602 

 

Loan Portfolio

 

The Company experienced a decline in its loan portfolio during the three months ended March 31, 2014, of $1.3 million. The following table sets forth the composition of the loan portfolio by category as of March 31, 2014 and December 31, 2013.

 

   March 31,  December 31,
   2014  2013
(Dollars in thousands)      
Real estate:          
Commercial construction and land development  $39,972   $38,899 
Other commercial real estate   90,330    91,551 
Residential construction   2,305    3,038 
Other residential   80,534    81,297 
Commercial and industrial   34,371    33,711 
Consumer   7,581    7,928 
   $255,093   $256,424 

 

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HCSB FINANCIAL CORPORATION AND SUBSIDIARY

 

Loan Portfolio - continued

 

The primary component of our loan portfolio is loans collateralized by real estate, which made up approximately 83.5% of our loan portfolio at March 31, 2014. These loans are secured generally by first or second mortgages on residential, agricultural or commercial property. Commercial loans and consumer loans account for 13.5% and 3.0% of the loan portfolio, respectively.

 

Risk Elements

 

The downturn in general economic conditions over the past few years has resulted in increased loan delinquencies, defaults and foreclosures within our loan portfolio. The declining real estate market has had a significant impact on the performance of our loans secured by real estate. In some cases, this downturn has resulted in a significant impairment to the value of our collateral and our ability to sell the collateral upon foreclosure. Although the real estate collateral provides an alternate source of repayment in the event of default by the borrower, in our current market the value of the collateral has deteriorated in value during the time the credit is extended.  There is a risk that this trend will continue, which could result in additional losses of earnings and increases in our provision for loan losses and loans charged-offs.

 

Past due payments are often one of the first indicators of a problem loan. We perform a continuous review of our past due report in order to identify trends that can be resolved quickly before a loan becomes significantly past due. We determine past due and delinquency status based on the contractual terms of the note. When a borrower fails to make a scheduled loan payment, we attempt to cure the default through several methods including, but not limited to, collection contact and assessment of late fees.

 

Generally, a loan will be placed on nonaccrual status when it becomes 90 days past due as to principal or interest, or when management believes, after considering economic and business conditions and collection efforts, that the borrower’s financial condition is such that collection of the loan is doubtful. When a loan is placed in nonaccrual status, interest accruals are discontinued and income earned but not collected is reversed. Cash receipts on nonaccrual loans are not recorded as interest income, but are used to reduce principal. If the borrower is able to bring the account current, the loan is then placed back on regular accrual status.

 

For loans to be in excess of 90 days delinquent and still accruing interest, the borrowers must be either remitting payments although not able to get current, liquidation on loans deemed to be well secured must be near completion, or the Company must have a reason to believe that correction of the delinquency status by the borrower is near. The amount of both nonaccrual loans and loans past due 90 days or more were considered in computing the allowance for loan losses as of March 31, 2014.

 

Nonperforming loans include nonaccrual loans, loans past due 90 days or more and still accruing interest and any other troubled debt restructurings not included in the previous categories. Nonperforming assets include nonperforming loans plus other real estate that we own as a result of loan foreclosures.

 

Nonperforming loans were $35.6 million or 13.90% of total loans at the end of 2013 compared to nonperforming loans at March 31, 2014 of $35.6 million or 13.95% of total loans.

 

At March 31, 2014, nonperforming assets were $57.7 million compared to $60.6 million at December 31, 2013. Loans transferred to other real estate owned of $430 thousand were offset by sales of other real estate owned of $3.3 million and writedowns of $12 thousand for the three month period ended March 31, 2014. As a percentage of total assets, nonperforming assets were 12.59% and 13.95% as of March 31, 2014 and December 31, 2013, respectively.

 

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HCSB FINANCIAL CORPORATION AND SUBSIDIARY

 

Loan Portfolio - continued

 

The following table summarizes nonperforming assets:

 

   March 31,  December 31,
Nonperforming Assets  2014  2013
(Dollars in thousands)          
Nonaccrual loans  $11,255   $10,631 
Performing troubled debt restructurings   24,340    25,010 
Loans past due 90 days or more and still accruing interest   —      —   
Total nonperforming loans   35,595    35,641 
Other real estate owned   22,067    24,972 
Total nonperforming assets  $57,662   $60,613 
           
Nonperforming assets to total assets   12.59%   13.95%
Nonperforming loans to total loans   13.95%   13.90%

 

We identify impaired loans through our normal internal loan review process. A loan is considered impaired when, based on current information and events, it is probable that we will be unable to collect the scheduled payments of principal or interest when due, according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Impairment is measured on a loan-by-loan basis by calculating either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral dependent. Any resultant shortfall is charged to provision for loan losses and is classified as a specific reserve. When an impaired loan is ultimately charged-off, the charge-off is taken against the specific reserve.

 

Impaired loans are valued on a nonrecurring basis at the lower of cost or market value of the underlying collateral. Market values were obtained using independent appraisals, updated in accordance with our reappraisal policy, or other market data such as recent offers to the borrower. At March 31, 2014, the recorded investment in impaired loans was $46.7 million compared to $45.7 million at December 31, 2013.

 

Troubled debt restructurings are loans which have been restructured from their original contractual terms and include concessions that would not otherwise have been granted outside of the financial difficulty of the borrower. Concessions can relate to the contractual interest rate, maturity date, or payment structure of the note. As part of our workout plan for individual loan relationships, we may restructure loan terms to assist borrowers facing challenges in the current economic environment. The purpose of a troubled debt restructuring is to facilitate ultimate repayment of the loan.

 

At March 31, 2014, the principal balance of troubled debt restructurings totaled $31.6 million. Of these restructured loans, $24.3 million were performing as expected under the new terms and $7.3 million were considered to be nonperforming and evaluated for reserves on the basis of the fair value of the collateral A troubled debt restructuring can be removed from nonperforming status once there is sufficient history of demonstrating the borrower can service the credit under market terms. We currently consider sufficient history to be approximately six months.

 

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HCSB FINANCIAL CORPORATION AND SUBSIDIARY

 

Provision and Allowance for Loan Losses

 

Management has established an allowance for loan losses through a provision for loan losses charged to expense on our statements of operations. The allowance represents an amount which management believes will be adequate to absorb probable losses on existing loans that may become uncollectible. Management does not allocate specific percentages of our allowance for loan losses to the various categories of loans but evaluates the adequacy on an overall portfolio basis utilizing several factors. The primary factor considered is the credit risk grading system, which is applied to each loan. The amount of both nonaccrual loans and loans past due 90 days or more is also considered. The historical loan loss experience, the size of our lending portfolio, changes in the lending policies and procedures, changes in volume or type of credits, changes in volume/severity of problem loans, quality of loan review and board of director oversight, concentrations of credit, and peer group comparisons, and current and anticipated economic conditions are also considered in determining the provision for loan losses. The amount of the allowance is adjusted periodically based on changing circumstances. Recognized losses are charged to the allowance for loan losses, while subsequent recoveries are added to the allowance.

 

Management regularly monitors past due and classified loans. However, it should be noted that no assurances can be made that future charges to the allowance for loan losses or provisions for loan losses may not be significant to a particular accounting period. Management’s judgment as to the adequacy of the allowance is based upon a number of assumptions about future events which it believes to be reasonable, but which may or may not prove to be accurate. Because of the inherent uncertainty of assumptions made during the evaluation process, there can be no assurance that loan losses in future periods will not exceed the allowance for loan losses or that additional allocations will not be required. Our losses will undoubtedly vary from our estimates, and there is a possibility that charge-offs in future periods will exceed the allowance for loan losses as estimated at any point in time.

 

At March 31, 2014, the allowance for loan losses was $9.0 million or 3.54% of total loans compared to $9.4 million or 3.68% of total loans as of December 31, 2013. Reserves specifically set aside for impaired loans of $3.7 million and $3.8 million were included in the allowance as of March 31, 2014 and December 31, 2013, respectively. Management believes the allowance is adequate. The following table summarizes the activity related to our allowance for loan losses.

 

Summary of Loan Loss Experience  Three months ended  Year ended
(Dollars in thousands)  March 31,  December 31,
   2014  2013
Total loans outstanding at end of period  $255,093   $256,424 
           
Allowance for loan losses, beginning of period  $9,443   $14,150 
           
Charge offs:          
Real estate   (577)   (5,568)
Commercial   (85)   (1,691)
Consumer   (166)   (217)
Total charge-offs   (828)   (7,476)
           
Recoveries of loans previously charged off   413    4,266 
Net charge-offs   (415)   (3,210)
           
Provision charged to operations   —      (1,497)
Allowance for loan losses at end of period  $9,028   $9,443 
           
Ratios:          
Allowance for loan losses to loans at end of period   3.54%   3.68%
Net charge-offs to allowance for loan losses   4.60%   33.99%
Net charge-offs to provisions for loan losses   n/a    n/a 

 

-52-
 

HCSB FINANCIAL CORPORATION AND SUBSIDIARY

 

Advances from the Federal Home Loan Bank

 

The following table summarizes the Company’s FHLB borrowings for the three months ended March 31, 2014 and for the year ended December 31, 2013.

 

   Maximum     Weighted   
   Outstanding     Average  Period
   at any  Average  Interest  End
(Dollars in thousands)  Month End  Balance  Rate  Balance
             
March 31, 2014                    
Advances from Federal Home Loan Bank  $22,000   $22,000    3.39%  $22,000 
December 31, 2013                    
Advances from Federal Home Loan Bank  $22,000   $22,000    3.39%  $22,000 

 

Advances from the FHLB are collateralized by one-to-four family residential mortgage loans, certain commercial real estate loans, certain securities in the Bank’s investment portfolio and the Company’s investment in FHLB stock. Although we expect to continue using FHLB advances as a secondary funding source, core deposits will continue to be our primary funding source. As a result of negative financial performance indicators, there is a risk that the Bank’s ability to borrow from the FHLB could be curtailed or eliminated. Although to date the Bank has not been denied advances from the FHLB, the Bank has had its collateral maintenance requirements altered to reflect the increase in our credit risk. Thus, we can make no assurances that this funding source will continue to be available to us.

 

Capital Resources

 

Shareholders’ deficit decreased from a deficit of $16.4 million at December 31, 2013 to a deficit of $13.6 million at March 31, 2014. The decrease of $2.8 million is primarily attributable to lower unrealized losses of $2.6 million on our available-for-sale securities which are included in accumulated other comprehensive loss in addition to net income of $317 thousand for the period.

 

The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a material effect on the Company’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of their assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

 

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HCSB FINANCIAL CORPORATION AND SUBSIDIARY

 

Capital Resources – continued

 

Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum ratios of Tier 1 and total capital as a percentage of assets and off-balance sheet exposures, adjusted for risk weights ranging from 0% to 100%. Tier 1 capital consists of common shareholders’ equity, excluding the unrealized gain or loss on securities available-for-sale, minus certain intangible assets. Tier 2 capital consists of the allowance for loan losses subject to certain limitations. Total capital for purposes of computing the capital ratios consists of the sum of Tier 1 and Tier 2 capital. The Company and the Bank are also required to maintain capital at a minimum level based on quarterly average assets, which is known as the leverage ratio.

 

To be considered “well-capitalized,” the Bank must maintain total risk-based capital of at least 10%, Tier 1 capital of at least 6%, and a leverage ratio of at least 5%. To be considered “adequately capitalized” under these capital guidelines, the Bank must maintain a minimum total risk-based capital of 8%, with at least 4% being Tier 1 capital.

 

In addition, Bank must maintain a minimum Tier 1 leverage ratio of at least 4%. Further, pursuant to the terms of the Consent Order with the FDIC and the State Board, the Bank must achieve and maintain Tier 1 capital at least equal to 8% and total risk-based capital at least equal to 10%. For a more detailed description of the capital amounts required to be obtained in order for the Bank to be considered “well-capitalized,” see Note 9 to our Financial Statements.

 

If a bank is not well capitalized, it cannot accept brokered deposits without prior FDIC approval. In addition, a bank that is not well capitalized cannot offer an effective yield in excess of 75 basis points over interest paid on deposits of comparable size and maturity in such institution’s normal market area for deposits accepted from within its normal market area, or national rate paid on deposits of comparable size and maturity for deposits accepted outside the Bank’s normal market area. Moreover, the FDIC generally prohibits a depository institution from making any capital distributions (including payment of a dividend) or paying any management fee to its parent holding company if the depository institution would thereafter be categorized as undercapitalized. Undercapitalized institutions are subject to growth limitations (an undercapitalized institution may not acquire another institution, establish additional branch offices or engage in any new line of business unless determined by the appropriate federal banking agency to be consistent with an accepted capital restoration plan, or unless the FDIC determines that the proposed action will further the purpose of prompt corrective action) and are required to submit a capital restoration plan. The agencies may not accept a capital restoration plan without determining, among other things, that the plan is based on realistic assumptions and is likely to succeed in restoring the depository institution’s capital. In addition, for a capital restoration plan to be acceptable, the depository institution’s parent holding company must guarantee that the institution will comply with the capital restoration plan. The aggregate liability of the parent holding company is limited to the lesser of an amount equal to 5.0% of the depository institution’s total assets at the time it became categorized as undercapitalized or the amount that is necessary (or would have been necessary) to bring the institution into compliance with all capital standards applicable with respect to such institution as of the time it fails to comply with the plan. If a depository institution fails to submit an acceptable plan, it is categorized as significantly undercapitalized.

 

Significantly undercapitalized categorized depository institutions may be subject to a number of requirements and restrictions, including orders to sell sufficient voting stock to become categorized as adequately capitalized, requirements to reduce total assets, and cessation of receipt of deposits from correspondent banks. The appropriate federal banking agency may take any action authorized for a significantly undercapitalized institution if an undercapitalized institution fails to submit an acceptable capital restoration plan or fails in any material respect to implement a plan accepted by the agency. A critically undercapitalized institution is subject to having a receiver or conservator appointed to manage its affairs and for loss of its charter to conduct banking activities.

 

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Capital Resources – continued

 

An insured depository institution may not pay a management fee to a bank holding company controlling that institution or any other person having control of the institution if, after making the payment, the institution would be undercapitalized. In addition, an institution cannot make a capital distribution, such as a dividend or other distribution, that is in substance a distribution of capital to the owners of the institution if following such a distribution the institution would be undercapitalized. Thus, if payment of such a management fee or the making of such would cause a bank to become undercapitalized, it could not pay a management fee or dividend to the bank holding company.

 

The following table summarizes the capital amounts and ratios of the Company and the Bank at March 31, 2014 and December 31, 2013.

 

   March 31,  December 31,
   2014  2013
(Dollars in thousands)      
The Company          
Tier 1 capital  $(9,852)  $(10,169)
Tier 2 capital   —      —   
Total qualifying capital  $(9,952)  $(10,169)
           
Risk-adjusted total assets          
(including off-balance sheet exposures)  $314,281   $318,900 
           
Tier 1 risk-based capital ratio   (3.13)%   (3.19)%
Total risk-based capital ratio   (3.13)%   (3.19)%
Tier 1 leverage ratio   (2.17)%   (2.23)%
           
The Bank          
Tier 1 capital  $10,474   $9,789 
Tier 2 capital   3,988    4,053 
Total qualifying capital  $14,462   $13,842 
           
Risk-adjustment total assets          
(including off-balance sheet exposures)  $314,024   $318,813 
           
Tier 1 risk-based capital ratio   3.34%   3.07%
Total risk-based capital ratio   4.61%   4.34%
Tier 1 leverage ratio   2.33%   2.17%

 

At March 31, 2014, the Company was categorized as “critically undercapitalized” and the Bank was categorized as “significantly undercapitalized.” Our losses over the past five years have adversely impacted our capital. As a result, we have been pursuing a plan to increase our capital ratios in order to strengthen our balance sheet and satisfy the commitments required under the Consent Order. In addition, the Consent Order required us to achieve and maintain Total Risk Based capital at least equal to 10% of risk-weighted assets and Tier 1 capital at least equal to 8% of total assets.

 

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HCSB FINANCIAL CORPORATION AND SUBSIDIARY

 

Capital Resources – continued

 

Approximately $10.7 million in capital would return the Bank to “adequately capitalized” and $25.5 million in capital would return the Bank to “well capitalized” under regulatory guidelines on a pro forma basis as of March 31, 2014. If we continue to decrease the size of the Bank or return the Bank to profitability, then we could achieve these capital ratios with less additional capital. However, if we suffer additional loan losses or losses in our other real estate owned portfolio, then we would need additional capital to achieve these ratios. There are no assurances that we will be able to raise this capital on a timely basis or at all. If we cannot meet the minimum capital requirements set forth under the Consent Order and return the Bank to a “well capitalized” designation, or if we suffer a continued deterioration in our financial condition, we may be placed into a federal conservatorship or receivership by the FDIC. Our auditors have noted that the uncertainty of our ability to obtain sufficient capital raises substantial doubt about our ability to continue as a going concern. Please refer to Note 2 — “Going Concern” located in the notes to our consolidated financial statements.

 

The Company does not anticipate paying dividends for the foreseeable future, and all future dividends will be dependent on the Company’s financial condition, results of operations, and cash flows, as well as capital regulations and dividend restrictions from the Federal Reserve Bank of Richmond, the FDIC, and the State Board.

 

ACCOUNTING AND FINANCIAL REPORTING ISSUES

 

We have adopted various accounting policies which govern the application of accounting principles generally accepted in the United States in the preparation of our financial statements. Our significant accounting policies are described in the footnotes to the consolidated financial statements at December 31, 2013, as filed on our Annual Report on Form 10-K. Certain accounting policies involve significant judgments and assumptions by us which have a material impact on the carrying value of certain assets and liabilities. We consider these accounting policies to be critical accounting policies. The judgments and assumptions we use are based on historical experience and other factors, which we believe to be reasonable under the circumstances. Because of the nature of the judgments and assumptions we make, actual results could differ from these judgments and estimates which could have a material impact on our carrying values of assets and liabilities and our results of operations.

 

We believe the allowance for loan losses is a critical accounting policy that requires significant judgment and estimates used in preparation of our consolidated financial statements. Refer to the portion of this discussion that addresses our allowance for loan losses for a description of our processes and methodology for determining our allowance for loan losses.

 

The income tax provision is also an accounting policy that requires judgment as the Company seeks strategies to minimize the tax effect of implementing their business strategies. The Company’s tax returns are subject to examination by both federal and state authorities. Such examinations may result in assessment of additional taxes, interest and penalties. As a result, the ultimate outcome, and the corresponding financial statement impact, can be difficult to predict with accuracy.

 

Fair value determination and other-than-temporary impairment is subject to management’s evaluation to determine if it is probable that all amounts due according to contractual terms will be collected to determine if any other-than-temporary impairment exists. The process of evaluating other-than-temporary impairment is inherently judgmental, involving the weighing of positive and negative factors and evidence that may be objective or subjective.

 

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HCSB FINANCIAL CORPORATION AND SUBSIDIARY

 

LIQUIDITY

 

Liquidity is the ability to meet current and future obligations through liquidation or maturity of existing assets or the acquisition of additional liabilities. The Company manages both assets and liabilities to achieve appropriate levels of liquidity. Cash and federal funds sold are the Company’s primary sources of asset liquidity. These funds provide a cushion against short-term fluctuations in cash flow from both deposits and loans. The investment securities portfolio is the Company’s principal source of secondary asset liquidity. However, the availability of this source of funds is influenced by market conditions. Individual and commercial deposits are the Company’s primary source of funds for credit activities. Although not historically used as principal sources of liquidity, federal funds purchased from correspondent banks and advances from the FHLB are other options available to management. Management believes that the Company’s liquidity sources will enable it to successfully meet its long-term operating needs.

 

As of March 31, 2014, the Company had no unused lines of credit to purchase federal funds; however, the Bank’s greatest source of liquidity resides in its unpledged securities portfolio. Unpledged securities available-for-sale totaled $78.7 million at March 31, 2014. This source of liquidity may be adversely impacted by changing market conditions, reduced access to borrowing lines, or increased collateral pledge requirements imposed by lenders. The Bank has implemented a plan to address these risks and strengthen its liquidity position. To accomplish the goals of this liquidity plan, the Bank will maintain cash liquidity at a minimum of 4% of total outstanding deposits and borrowings. In addition to cash liquidity, the Bank will also maintain a minimum of 15% off balance sheet liquidity. These objectives have been established by extensive contingency funding stress testing and analytics that indicate these target minimum levels of liquidity to be appropriate and prudent.

 

Comprehensive weekly and quarterly liquidity analyses serve management as vital decision-making tools by providing summaries of anticipated changes in loans, investments, core deposits, and wholesale funds. These internal funding reports provide management with the details critical to anticipate immediate and long-term cash requirements, such as expected deposit runoff, loan and securities paydowns and maturities. These liquidity analyses act as a cash forecasting tool and are subject to certain assumptions based on past market and customer trends. Through consideration of the information provided in these reports, management is better able to maximize our earning opportunities by wisely and purposefully choosing our immediate, and more critically, our long-term funding sources.

 

To better manage our liquidity position, management also stress tests our liquidity position on a semi-annual basis under two scenarios: short-term crisis and a longer-term crisis. In the short term crisis, our institution would be cut off from our normal funding along with the market in general. In this scenario, the Bank would replenish our funding through the most likely sources of funding that would exist in the order of price efficiency. In the longer term crisis, the Bank would be cut off from several of our normal sources of funding as our Bank’s financial situation deteriorated. In this crisis, we would not be able to utilize our federal funds borrowing lines and brokered CDs and would be allowed to utilize our unpledged securities to raise funds in the reverse repurchase market or borrow from the FHLB. On a quarterly basis, management monitors the market value of our securities portfolio to ensure its ability to be pledged if liquidity needs should arise.

 

We believe our liquidity sources are adequate to meet our needs for at least the next 12 months. However, if we are unable to meet our liquidity needs, the Bank may be placed into a federal conservatorship or receivership by the FDIC, with the FDIC appointed conservator or receiver. There are no liquidity sources at the Company level.

 

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HCSB FINANCIAL CORPORATION AND SUBSIDIARY

 

IMPACT OF OFF-BALANCE SHEET INSTRUMENTS

 

The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments consist of commitments to extend credit and standby letters of credit. Commitments to extend credit are legally binding agreements to lend to a customer at predetermined interest rates as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. A commitment involves, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the balance sheets. The Company’s exposure to credit loss in the event of nonperformance by the other party to the instrument is represented by the contractual notional amount of the instrument. Since certain commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Letters of credit are conditional commitments issued to guarantee a customer’s performance to a third party and have essentially the same credit risk as other lending facilities. Standby letters of credit often expire without being used. Management believes that through various sources of liquidity, the Company has the necessary resources to meet obligations arising from these financial instruments.

 

The Company uses the same credit underwriting procedures for commitments to extend credit and standby letters of credit as for on-balance-sheet instruments. The credit worthiness of each borrower is evaluated and the amount of collateral, if deemed necessary, is based on the credit evaluation. Collateral held for commitments to extend credit and standby letters of credit varies but may include accounts receivable, inventory, property, plant, equipment, and income-producing commercial properties, as well as liquid assets such as time deposit accounts, brokerage accounts, and cash value of life insurance.

 

The Company is not involved in off-balance sheet contractual relationships, other than those disclosed in this report, which it believes could result in liquidity needs or other commitments or that could significantly impact earnings.

 

As of March 31, 2014, commitments to extend credit totaled $30.4 million and standby letters of credit totaled $360 thousand.

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HCSB FINANCIAL CORPORATION AND SUBSIDIARY

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Not applicable.

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Management, including our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports we file and submit under the Exchange Act is (i) recorded, processed, summarized and reported as and when required and (ii) accumulated and communicated to our management, including our Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

 

Changes in Internal Control over Financial Reporting

 

There has been no change in the Company’s internal control over financial reporting during the three months ended March 31, 2014, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

In the ordinary course of operations, we may be a party to various legal proceedings from time to time. As of March 31, 2014 and the date of this Report, except as noted below we do not believe that there is any pending or threatened proceeding against us, which, if determined adversely, would have a material effect on our business, results of operations, or financial condition.

 

·On April 26, 2012, Samuel C. Thomas, Jr. and Pamela A. Thomas filed a lawsuit in the Court of Common Pleas for the Fifteenth Judicial District, State of South Carolina, County of Horry, Case No. 2012-CP-26-3295. The Complaint names the Company and the Bank and current and former members of the Bank’s and/or Company’s Board of Directors as defendants. The Complaint alleges that the Plaintiffs were misled into investing $2 million in the Company’s subordinated promissory notes offering in the second and third quarters of 2010. The Complaint alleges that the Bank promised to loan the Plaintiffs up to 90% of the amount that the Plaintiffs would invest in the subordinated notes offering in the event that Plaintiffs needed access to these funds prior to the maturity of the subordinated notes, and, once the Plaintiffs applied for the loan, the Bank denied the loan request. The Complaint seeks actual damages, consequential damages, punitive damages as allowed by law, pre-judgment and post-judgment interest as allowed by law, penalties as mandated by statute, set-off against other obligations of the Plaintiffs due to the Company and the Bank, attorney’s fees and costs. All Defendants moved to stay the litigation and compel arbitration and the Court granted the motion.

 

·On July 19, 2012, Robert Shelley, in his individual capacity and on behalf of a proposed class of other similarly situated persons, filed a lawsuit in the Court of Common Pleas for the Fifteenth Judicial Circuit, State of South Carolina, County of Horry, Case No. 2012-CP-26-5546. The Complaint named the Company and the Bank as Defendants. However, the Complaint was never served on the Company or Bank. On September 27, 2012, Plaintiff filed an Amended Complaint. The Amended Complaint alleges that Plaintiff and other similarly situated persons were contacted by employees of the Bank, who then solicited a sale of Bank stock. The Amended Complaint further alleges that Bank employees did not disclose material information about the Bank’s financial condition to the Plaintiff and others prior to their respective purchases of stock. The Amended Complaint seeks the certification of a class action to include all those purchasers of Bank stock who were solicited to purchase such stock between July 1, 2009 and December 31, 2011. Plaintiff has asserted causes of action for violation of the South Carolina Uniform Securities Act, negligence and civil conspiracy, and seeks actual, punitive and treble damages and attorneys’ fees and costs. The Company and the Bank made a motion for summary judgment in March 2014, and the court granted the motion for summary judgment on April 8, 2014. Mr. Shelley’s attorney subsequently filed a Motion to Reconsider.

 

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HCSB FINANCIAL CORPORATION AND SUBSIDIARY

 

·On or about October 4, 2012, the United States Attorney for the District of South Carolina served the Company and Bank with a subpoena requesting the production of documents related to the Company’s offering and sale of subordinated debt notes. The subpoena number is GJ #2/2012-0215 and the Company and Bank are working closely with the appropriate contacts to provide them with the requested documents.

 

·On or about November 7, 2012, the South Carolina Attorney General served the Company and Bank with a subpoena requesting the production of documents related to: (1) names of certain officers, directors, shareholders, employees, and agents, as well as meetings of the Board of Directors or shareholders of the Company and/or the Bank; (2) the Company’s offering and sale of subordinated debt notes; and (3) the offering and/or sale of Company stock and related filings. The South Carolina Attorney General’s file number is 12063 and the Company and Bank are working closely with the appropriate contacts to provide them with the requested documents. The Company believes that the proceedings will not have any material adverse effect on the financial condition or operations of the Company.

 

·Plaintiff Jan W. Snyder purchased $25,000 in subordinated debt notes in or around March 2010.  After making three semi-annual interest payments, the Company was precluded from making further payments by the Federal Reserve Bank of Richmond.  On January 14, 2014 Mr. Snyder sued the Company, the Bank, and several current and former officers, directors and employees in the Court of Common Pleas for the Fifteenth Judicial District, State of South Carolina, County of Horry, Case No. 2014-CP-26-0204. He is alleging that he and a similarly situated class of subordinated debt purchasers have suffered an unspecified amount of damages resulting from the Defendants’ wrongful conduct leading up to their respective purchases of subordinated debt notes. There are several causes of action alleged, including fraud, violation of state securities statutes, negligence and others.  Mr. Snyder has brought this case on his behalf and as a representative of a class of similarly situated purchasers of subordinated debt notes.  The Company and the Bank have engaged legal counsel and intend to vigorously defend against this lawsuit.

 

·Plaintiff Mozingo + Wallace Architects, LLC, was a depositor with the Bank.  An employee named Deborah Guear was charged with being responsible for the Mozingo + Wallace Architects, LLC’s finances, including the receipt and review of account statements, payment of invoices, and reconciling all financial accounts.  In 2013, another bank advised Mozingo + Wallace Architects, LLC that it had been receiving an unusually high number of checks issued by Mozingo + Wallace Architects, LLC to Ms. Guear’s account.  Mozingo + Wallace Architects, LLC obtained records of its account at the Bank and alleges that Ms. Guear had been making unauthorized transactions from its account to herself, her husband, and her husband’s business.  On September 25, 2013, Mozingo + Wallace Architects, LLC sued the Bank in the Court of Common Pleas for the Fifteenth Judicial District, State of South Carolina, County of Horry, Case No. 2013-CP-26-6494, alleging that it improperly allowed Ms. Guear to control and access account statements so that Mozingo + Wallace Architects, LLC could not discover the unauthorized transactions and seeking damages in an unspecified amount.  The Bank has engaged legal counsel and intends to vigorously defend against this lawsuit.

 

·On or about January 10, 2013 and January 9, 2014, the SEC served the Company and Bank with subpoenas requesting the production of documents related to the Company’s offering and sale of subordinated debt notes. The case/investigation number is A-3459.  The Company and Bank provided timely responses to both subpoenas and continues to work closely with the SEC to provide them with any further documents they may need.

 

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HCSB FINANCIAL CORPORATION AND SUBSIDIARY

 

The Company has engaged legal counsel for the litigation and intends to vigorously defend itself. The ultimate outcome of the litigation and subpoena production is unknown at this time. However, given the Company’s current troubled financial condition, any expenses incurred by the Company for defense costs, governmental sanctions, or settlement or other litigation awards could have a material adverse effect on the Company’s financial condition.

 

Item 1A. Risk Factors

 

Not applicable

 

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

 

None

 

Item 3. Defaults Upon Senior Securities

 

None

 

Item 4. Mine Safety Disclosures

 

None

 

Item 5. Other Information

 

None

 

Item 6. Exhibits

 

The exhibits required to be filed as part of this Quarterly Report on Form 10-Q are listed in the Index to Exhibits attached hereto and are incorporated herein by reference.

 

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HCSB FINANCIAL CORPORATION AND SUBSIDIARY

 

SIGNATURES

 

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

 

 

Date:  May 19, 2014 By:   /s/ JAMES R. CLARKSON  
    James R. Clarkson  
    President and Chief Executive Officer  
    (Principal Executive Officer)  
       
       
       
Date: May 19, 2014 By: /s/ EDWARD L. LOEHR, JR.  
    Edward L. Loehr, Jr.  
    Chief Financial Officer  
    (Principal Financial and Accounting Officer)  

 

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HCSB FINANCIAL CORPORATION AND SUBSIDIARY

 

EXHIBIT INDEX

 


Exhibit
Number  
Description
   
31.1   Rule 13a-14(a) Certification of Principal Executive Officer.
   
31.2 Rule 13a-14(a) Certification of the Principal Financial Officer.  
   
32 Section 1350 Certifications.  
   
101 The following materials from the Quarterly Report on Form 10-Q of HCSB Financial Corporation for the quarter ended March 31, 2014, formatted in eXtensible Business Reporting Language (XBRL): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive Income, (iv) Condensed Consolidated Statements of Changes in Shareholders’ Equity, (v) Condensed Consolidated Statements of Cash Flows and (vi) Notes to Unaudited Condensed Consolidated Financial Statements.

 

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