SCBT Financial Corp. 11-K
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20529
FORM
11-K
(Mark
One)
[X]
ANNUAL
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For
the
fiscal year ended December 31, 2005
OR
[
]
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF
1934
For
the
transition period from ______________ to ______________
Commission
File Number: 001-12669
A. |
Full
title of the plan and the address of the plan, if different from that
of
the issuer named below: |
South
Carolina Bank and Trust Employees’ Savings Plan
950
John
C. Calhoun Drive, S. E.
Orangeburg,
South Carolina 29115
B. |
Name
of issuer of the securities held pursuant to the plan and the address
of
its principal executive office: |
SCBT
FINANCIAL CORPORATION
520
Gervais Street
Columbia,
South Carolina 29201
South
Carolina Bank and Trust Employees’ Savings Plan
Financial
Statements with Supplementary Information
December
31, 2005 and 2004 and for the Year Ended December 31, 2005
And
Report of Independent Registered Public Accounting Firm
Table
of Contents
|
Page
|
|
|
Report
of Independent Registered Public Accounting Firm |
1
|
|
|
Financial
Statements: |
|
|
|
Statements
of Net Assets Available for Benefits as of December 31, 2005 and
2004
|
2
|
Statement
of Changes in Net Assets Available for Benefits for the Year Ended
December 31, 2005
|
3
|
Notes
to Financial Statements
|
4-9
|
|
|
Supplementary
Information: |
|
|
|
Schedule
H, Line 4i - Schedule of Assets (Held at End of Year) as of December
31,
2005
|
11
|
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the
Trustees of the
South
Carolina Bank and Trust Employees’ Savings Plan
We
have
audited the accompanying statements of net assets available for benefits of
the
South Carolina Bank and Trust Employees’ Savings Plan (the “Plan”) as of
December 31, 2005 and 2004, and the related statement of changes in net assets
available for benefits for the year ended December 31, 2005. These financial
statements are the responsibility of the Plan’s management. Our responsibility
is to express an opinion on these financial statements based on our
audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining,
on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In
our
opinion, the financial statements referred to above present fairly, in all
material respects, the net assets available for benefits of the Plan as of
December 31, 2005 and 2004, and the changes in net assets available for benefits
for the year ended December 31, 2005, in conformity with accounting principles
generally accepted in the United States of America.
Our
audits
were conducted for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental Schedule H, Line 4i - Schedule
of
Assets (Held at End of Year) as of December 31, 2005, is presented for the
purpose of additional analysis and is not a required part of the basic financial
statements but is supplementary information required by the Department of
Labor’s Rules and Regulations for Reporting and Disclosures under the Employee
Retirement Income Security Act of 1974. This supplemental schedule is the
responsibility of the Plan’s management. The supplemental schedule has been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
J.
W. Hunt
and Company, LLP
Columbia,
South Carolina
June
14,
2006
South
Carolina Bank and Trust Employees’ Savings Plan
Statements
of Net Assets Available for Benefits
|
|
December
31,
|
|
|
|
2005
|
|
2004
|
|
ASSETS
|
|
|
|
|
|
Investments,
at fair value:
|
|
|
|
|
|
|
|
Mutual
funds
|
|
$
|
8,615,968
|
|
$
|
7,523,615
|
|
SCBT
Financial Corporation stock
|
|
|
2,423,953
|
|
|
2,493,009
|
|
Certificates
of deposit
|
|
|
1,590,262
|
|
|
2,521,737
|
|
Money
market funds
|
|
|
7,772
|
|
|
2,361
|
|
|
|
|
|
|
|
|
|
Investments,
at contract value:
|
|
|
|
|
|
|
|
New
York Life Insurance Company,
|
|
|
|
|
|
|
|
Investment
contracts
|
|
|
1,698,730
|
|
|
537,622
|
|
Total
investments
|
|
|
14,336,685
|
|
|
13,078,344
|
|
|
|
|
|
|
|
|
|
Receivables:
|
|
|
|
|
|
|
|
Employer's
contribution
|
|
|
434,518
|
|
|
397,789
|
|
Interest
|
|
|
13,268
|
|
|
11,032
|
|
Total
receivables
|
|
|
447,786
|
|
|
408,821
|
|
|
|
|
|
|
|
|
|
Total
assets
|
|
|
14,784,471
|
|
|
13,487,165
|
|
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
--
|
|
|
--
|
|
Net
assets available for benefits
|
|
$
|
14,784,471
|
|
$
|
13,487,165
|
|
|
|
|
|
|
|
|
|
The
Accompanying Notes are an Integral Part of the Financial
Statements.
South
Carolina Bank and Trust Employees’ Savings Plan
Statement
of Changes in Net Assets Available for Benefits
Year
Ended December 31, 2005
Additions
to net assets attributed to:
|
|
|
|
Investment
income:
|
|
|
|
Interest
|
|
$
|
104,279
|
|
Dividends
|
|
|
175,877
|
|
Net
appreciation in fair value of investments
|
|
|
563,618
|
|
Total
investment income
|
|
|
843,774
|
|
|
|
|
|
|
Contributions:
|
|
|
|
|
Employer's
|
|
|
478,944
|
|
Participants'
|
|
|
1,712,607
|
|
Total
contributions
|
|
|
2,191,551
|
|
Total
additions
|
|
|
3,035,325
|
|
|
|
|
|
|
Deductions
from net assets attributed to:
|
|
|
|
|
Benefits
paid to participants
|
|
|
1,725,132
|
|
Administrative
expenses
|
|
|
12,887
|
|
Total
deductions
|
|
|
1,738,019
|
|
|
|
|
|
|
Net
increase
|
|
|
1,297,306
|
|
|
|
|
|
|
Net
assets available for benefits:
|
|
|
|
|
Balance,
beginning of year
|
|
|
13,487,165
|
|
Balance,
end of year
|
|
$
|
14,784,471
|
|
The
Accompanying Notes are an Integral Part of the Financial
Statements.
South
Carolina Bank and Trust Employees’ Savings Plan
Notes
to Financial Statements
NOTE
A -
DESCRIPTION OF PLAN:
The
following description of the South Carolina Bank and Trust (a wholly-owned
subsidiary of SCBT Financial Corporation) Employees’ Savings Plan (“Plan”)
provides only general information. Participants should refer to the Plan
agreement for a more complete description of the Plan's provisions.
General:
The
Plan
is a contributory defined contribution plan covering all employees of South
Carolina Bank and Trust, N.A. (the “Company”) and all affiliates of the Company
who work 20 or more hours per week, have six months of service and are age
twenty-one or older. It is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA).
Contributions:
Each
year,
participants may contribute up to 50 percent of pretax annual base compensation,
as defined in the Plan. Participants may also contribute amounts representing
distributions from other qualified retirement plans. Participants direct
the
investment of their contributions into various investment options offered
by the
Plan. The Company contributes 50 percent of the first 6 percent of base
compensation that a participant contributes to the Plan up to a maximum matching
contribution of 3 percent of base compensation. Employer contributions may
be
made from current or accumulated net profits. Contributions are subject to
certain limitations.
Effective
January 1, 2006, the Company changed some of the provisions in the Plan and
its
defined benefit pension plan. As a result of reduced benefits to some employees
in the defined benefit pension plan, the Company revised the Plan as
follows:
· |
The
Company will contribute 50 percent of the first 6 percent of base
compensation that a participant contributes for those who have attained
the age of 45 and have at least five vesting years of service as
of
January 1, 2006.
|
· |
The
Company will contribute 100 percent of the first 6 percent of base
compensation that a participant contributes for those who have not
attained the age of 45 and have less than five vesting years of service
as
of January 1, 2006.
|
· |
The
Company will contribute 100 percent of the first 6 percent of base
compensation that a participant contributes for employees hired on
or
after January 1, 2006.
|
Participant
accounts:
Each
participant’s account is credited with the participant's contribution, the
Company’s matching contribution and allocations of Plan earnings. Allocations
are based on account balances, as defined by the Plan. The benefit to which
a
participant is entitled is the benefit that can be provided from the
participant's account.
NOTE
A -
DESCRIPTION OF PLAN (CONTINUED):
Vesting:
Participants’
accounts are fully vested.
Effective
January 1, 2006, the Company changed the Plan’s vesting of employer matching
contributions. For employees hired on or after January 1, 2006, the following
vesting schedule applies:
Years
of Service |
Vested
Percentage |
Less
than 2 |
0% |
2 |
25% |
3 |
50% |
4 |
75% |
5
or
more |
100% |
A
three-year cliff vesting schedule would be in effect for those participants
if the Plan were to become categorized as top-heavy. Also effective January
1,
2006, an employee must complete at least 1,000 hours of service during a
vesting
computation period to receive credit for a year of service. The Plan measures
a
year of service on the basis of the 12-consecutive month period of the Plan
year.
Payment
of benefits:
On
termination of service due to death, disability, retirement, or other reasons,
a
participant may receive a lump-sum amount equal to the value of his or her
account.
Investment
options:
Upon
enrollment in the Plan, a participant may direct employee contributions in
any
of the following investment options:
Guaranteed
Interest Account -
Funds
are invested in guaranteed investment contracts (GIC) with an insurance company
and certificate of deposit with the Company.
Indexed
Bond Fund
- Funds
are invested primarily in fixed income securities of the Citigroup Broad
Investment Grade Bond Index.
Asset
Manager Fund
- Funds
are invested primarily in domestic and foreign common stocks, U.S. Treasuries
and agencies, investment-grade corporate bonds, mortgage pass-through
securities, asset-backed securities and money market instruments.
S&P
500 Index Fund
- Funds
are invested in common stocks replicating the Standard and Poor’s 500 Composite
Index.
All
Cap Growth Fund
- Funds
are invested primarily in stocks issued by companies with investment
characteristics such as: participation in expanding markets, increasing return
on investment, increasing unit sales volume, and higher growth in revenue
and
earnings per share relative to the average of common stocks comprising indices
such as the Standard and Poor’s 500 Composite Index.
NOTE
A -
DESCRIPTION OF PLAN (CONTINUED):
EuroPacific
Growth Fund
- The
fund normally invests at least 80% of assets in equity securities of issuers
domiciled in Europe and the Pacific Basin. It may also hold cash or money
market
instruments. The fund seeks long-term growth of capital.
International
Equity Fund
- Funds
are invested primarily in non-U.S. common stocks with an emphasis on large,
well-established companies. A value approach is used for country selection,
with
a broad diversification of holdings within each country. Stocks of both
established economies and emerging market countries may be included. The
International Equity Fund was liquidated effective January 26,
2004.
SCBT
Financial Corporation Stock Fund
- The
SCBT Financial Corporation Stock Fund invests only in SCBT Financial Corporation
common shares and money market equivalents.
NOTE
B -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Basis
of Accounting:
The
financial statements of the Plan are prepared using the accrual method of
accounting in accordance with accounting principles generally accepted in
the
United States of America.
Investment
Valuation:
The
Plan’s
investments are stated at fair value except for its benefit-responsive
investment contract, which is valued at contract value (Note D). Quoted market
prices are used to value investments. Shares of mutual funds are valued at
the
net asset value of shares held by the Plan at year-end.
The
Plan
provides for various investment options in any combination of stocks or mutual
funds. Investment securities are exposed to various risks, such as interest
rate, market and credit risks. Due to the level of risk associated with certain
investment securities and the level of uncertainty related to changes in
the
value of investment securities, it is at least reasonably possible that changes
in the values of investment securities will change in the near term and that
such changes could materially affect participants' account balances and the
amounts reported in the statement of net assets available for benefits and
the
statement of changes in net assets available for benefits.
Purchases
and sales of securities are recorded on a trade-date basis. Interest income
is
recorded on the accrual basis. Dividends are recorded on the ex-dividend
date.
Investment income includes unrealized appreciation and depreciation of
investments.
Payment
of Benefits:
Benefits
are recorded when paid.
Estimates:
The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that
affect the reported amounts of assets and liabilities and changes therein
and
the disclosure of contingent assets and liabilities. Accordingly, actual
results
could differ from those estimates.
NOTE
C -
INVESTMENTS:
The
following presents investments that represent 5 percent or more of the Plan’s
net assets:
|
|
December
31,
|
|
|
|
2005
|
|
2004
|
|
MainStay
Asset Manager Fund, 162,283 and 160,730
|
|
|
|
|
|
|
|
shares,
respectively
|
|
$
|
2,215,160
|
|
$
|
2,107,167
|
|
MainStay
S&P 500 Index Fund, 127,435 and 113,941 shares,
|
|
|
|
|
|
|
|
respectively
|
|
|
3,665,026
|
|
|
3,181,231
|
|
MainStay
All Cap Growth Fund, 84,397 and 84,556
|
|
|
|
|
|
|
|
shares,
respectively
|
|
|
2,032,269
|
|
|
1,762,988
|
|
SCBT
Financial Corporation common stock, 72,530 and
|
|
|
|
|
|
|
|
74,263
shares, respectively
|
|
|
2,423,953
|
|
|
2,493,009
|
|
Certificates
of deposit, South Carolina Bank and Trust, N.A.
|
|
|
1,590,262
|
|
|
2,521,737
|
|
During
2005 and 2004, the Plan’s investments (including investments bought, sold, and
held during the year) appreciated in value as follows:
|
|
Years
Ended December 31,
|
|
|
|
2005
|
|
2004
|
|
|
|
|
|
|
|
Mutual
funds
|
|
$
|
478,869
|
|
$
|
510,367
|
|
SCBT
Financial Corporation - common stock
|
|
|
84,749
|
|
|
242,426
|
|
|
|
|
|
|
|
|
|
Net
appreciation in fair value of investments
|
|
$
|
563,618
|
|
$
|
752,793
|
|
The
number
of employees participating in each of the Plan’s investment fund options at
December 31, 2005 and 2004, is as follows:
|
2005
|
|
2004
|
|
|
|
|
Fixed
Income
|
256
|
|
164
|
Indexed
Bond
|
177
|
|
120
|
Asset
Manager
|
326
|
|
215
|
S&P
500 Index
|
404
|
|
267
|
All
Cap Growth
|
315
|
|
203
|
EuroPacific
Growth
|
115
|
|
48
|
SCBT
Financial Corporation Stock
|
322
|
|
212
|
NOTE
D -
INVESTMENT CONTRACT WITH INSURANCE COMPANY:
The
Plan
has benefit-responsive investment contracts with New York Life Insurance
Company (“New York Life”). New York Life, as the Plan’s custodian, maintains the
assets in pooled accounts. The accounts are credited with earnings on
the underlying investments and charged for participant withdrawals and
administrative expenses charged by New York Life. The contracts are included
in
the financial statements at contract value as reported to the Plan by New York
Life. Contract value represents contributions made under the contract, plus
earnings, less participant withdrawals and administrative expenses. Participants
may ordinarily direct the withdrawal or transfer of all or a portion of their
investment at contract value.
There
are
no reserves against contract value for credit risk of the contract issuer or
otherwise. The average yield and crediting interest rates ranged from 3.77
percent to 5.18 percent for 2005 and 2004. The crediting interest rates are
based on a formula agreed upon with the issuer and are reviewed on an annual
basis for resetting.
NOTE
E -
RELATED PARTY TRANSACTIONS:
Certain
Plan investments are shares of SCBT Financial Corporation common stock held
by
the Plan sponsor’s Trust Department. Fees of $7,101 were paid by the Plan to the
Trust Department for the year ended December 31, 2005. Dividends received from
SCBT Financial Corporation totaled $50,898 for the year ended December
31, 2005.
The
Plan
has also invested in a three-year certificate of deposit and a twelve-month
certificate of deposit with South Carolina Bank and Trust, N.A. maturing April
1, 2006 and March 31, 2005, respectively. The Plan earned $51,555 of interest
on
the three-year certificate of deposit and $4,009 on the twelve-month certificate
for the year ended December 31, 2005. As of December 31, 2005, the three-year
certificate of deposit was earning interest at a rate of 3.31
percent.
NOTE
F -
PLAN TERMINATION:
Although
it has not expressed any intent to do so, the Company has the right under the
Plan to discontinue its contributions at any time and to terminate the Plan
subject to the provisions of ERISA.
NOTE
G -
TAX STATUS:
The
Plan
obtained its latest determination letter dated February 23, 2005, in which
the
Internal Revenue Service stated that the plan, as then designated, was in
compliance with the applicable requirements of the Internal Revenue Code. The
Plan has been amended since receiving the determination letter. However, the
Plan administrator and the Plan’s benefits advisor and consultant that the Plan
is currently designated and being operated in compliance with the applicable
requirements of the Internal Revenue Code.
NOTE
H -
PLAN OPERATING COSTS:
The
Company pays certain operating costs of the Plan such as legal, audit, and
administrative fees.
NOTE
I -
RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500:
The
following is a reconciliation of net assets available for benefits per the
financial statements to the Form 5500 at December 31:
|
|
2005
|
|
2004
|
|
|
|
|
|
|
|
Net
assets available for benefits per financial statements
|
|
$
|
14,784,471
|
|
$
|
13,487,165
|
|
Less,
benefits payable
|
|
|
337
|
|
|
12,247
|
|
|
|
|
|
|
|
|
|
Net
assets available for benefits per Form 5500
|
|
$
|
14,784,134
|
|
$
|
13,474,918
|
|
Benefits
payable are recorded as a liability in the Plan's Form 5500. However, this
amount is not recorded as a liability in the accompanying statement of net
assets available for benefits in accordance with accounting principles generally
accepted in the United States.
The
following is a reconciliation of benefits paid to participants per the financial
statements to the Form 5500 for the year ended December 31:
|
|
2005
|
|
2004
|
|
|
|
|
|
|
|
|
|
Benefits
paid to participants per financial statements
|
|
$
|
1,725,132
|
|
$
|
1,203,492
|
|
Less,
accrual for prior year
|
|
|
(12,247
|
)
|
|
(1,377
|
)
|
Add,
accrual for current year
|
|
|
337
|
|
|
12,247
|
|
|
|
|
|
|
|
|
|
Benefits
paid to participants per Form 5500
|
|
$
|
1,713,222
|
|
$
|
1,214,362
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTARY
INFORMATION
South
Carolina Bank and Trust Employees’ Savings Plan
Schedule
H, Line 4i - Schedule of Assets (Held at End of Year)
December
31, 2005
|
|
Description
of Investment Including Maturity Date,
|
Current
|
|
Identity
of Issue, Borrower, Lessor, or Similar Party
|
Rate
of Interest, Collateral, Par or Maturity Value
|
Value
|
|
|
|
|
|
New
York Life Insurance Company
|
Guaranteed
Investment Contract #11433
|
$
490,196
|
|
|
|
|
|
New
York Life Insurance Company
|
Guaranteed
Investment Contract #GA 9240
|
1,208,534
|
|
|
|
|
|
New
York Life Investment Management LLC
|
MainStay
Indexed Bond Fund, 42,094 shares
|
452,514
|
|
|
|
|
|
New
York Life Investment Management LLC
|
MainStay
Asset Manager Fund, 162,283 shares
|
2,215,160
|
|
|
|
|
|
New
York Life Investment Management LLC
|
MainStay
S&P 500 Index Fund, 127,435 shares
|
3,665,026
|
|
|
|
|
|
New
York Life Investment Management LLC
|
MainStay
All Cap Growth Fund, 84,397 shares
|
2,032,269
|
|
|
|
|
|
American
Funds
|
EuroPacific
Growth Fund, 6,108 shares
|
250,999
|
|
|
|
|
*
|
SCBT
Financial Corporation
|
72,530
common shares
|
2,423,953
|
|
|
|
|
|
Federated
Prime Obligation Principal Fund
|
Money
Market Fund
|
7,772
|
|
|
|
|
*
|
South
Carolina Bank and Trust, N.A.
|
Certificate
of Deposit, interest rate of 3.31 percent, matures April 1,
2006
|
1,590,262
|
|
|
|
|
|
|
|
$
14,336,685
|
|
|
|
|
|
|
|
|
Note: |
Cost
information is not required for participant-directed
investments. |
|
|
|
|
|
|
*
|
Indicates
a party in interest
|
|
|
Signatures
Pursuant
to the requirements of the Securities Exchange Act of 1934, the plan trustees
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
|
South
Carolina Bank and Trust Employees’ Savings Plan |
|
(Name
of Plan) |
|
|
|
|
Date: June
29, 2006 |
/s/
Richard C. Mathis |
|
Richard
C. Mathis |
|
Trustee |
Exhibit
Index
Exhibit
No. |
Description |
Location |
|
|
|
23 |
Consent
of Independent Registered Public Accounting Firm |
Filed
herewith |
Exhibit
23
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the
Trustees of the South Carolina Bank and Trust Employees’ Savings
Plan:
We
consent
to the incorporation by reference of our report, dated June 14, 2006, included
in the annual report on Form 11-K of the South Carolina Bank and Trust
Employees’ Savings Plan for the year ended December 31, 2005, into the
Registration Statement on Form S-8 (File Nos. 333-26029 and 333-103708) filed
by
SCBT Financial Corporation with respect to the South Carolina Bank and Trust
Employees’ Savings Plan.
|
/s/
J.W. Hunt and Company, LLP |
|
J.
W. Hunt and Company, LLP |
Columbia,
South Carolina
June
29,
2006