UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
| x | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the fiscal year ended December 31, 2014
or
| o | 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 001-10897
| Carolina Financial Corporation |
| (Exact name of registrant as specified in its charter) |
| Delaware | 57-1039637 | |
| (State of Incorporation) | (I.R.S. Employer Identification No.) |
| 288 Meeting Street, Charleston, South Carolina | 29401 | |
| (Address of principal executive offices) | (Zip Code) |
| (843) 723-7700 |
| (Issuer’s Telephone Number) |
Securities registered pursuant to Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
Title of each class: Common Stock, $0.01 par value per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes o Nox
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
Yes o Nox
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x Noo
Indicate by check mark whether the registrant 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 x Noo
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o Nox
The aggregate market value of the voting and nonvoting common equity held by non-affiliates of the registrant (computed by reference to the price at which the stock was most recently sold) was $61,483,440 as of the last business day of the registrant’s most recently completed second fiscal quarter.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer o | Accelerated filero |
Non-accelerated filero (Do not check if a smaller reporting company) | Smaller reporting company x |
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
| Class | Outstanding at March 20, 2015 | |
| Common Stock, $.01 par value per share | 8,124,514 shares |
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s Proxy Statement relating to the registrant’s Annual Meeting of Shareholders, to be held on April 29, 2015, are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.
EXPLANATORY NOTE
Carolina Financial Corporation (the “Company”) is filing this Amendment No. 1 to its Annual Report on Form 10-K for the year ended December 31, 2014 (the “2014 Annual Report”) to include its Restated Certificate of Incorporation and Restated Bylaws as exhibits and the signatures of its directors. This amendment to the 2014 Annual Report contains only the Parts of the 2014 Annual Report titled “Signatures” and “Exhibit Index” and the Company is not amending or supplementing any other information in its previously filed 2014 Annual Report.
TABLE OF CONTENTS
| Page | ||||
| PART 1 | ||||
| Item 1. | Business | 1 | ||
| Item 1A. | Risk Factors | 21 | ||
| Item 1B. | Unresolved Staff Comments | 36 | ||
| Item 2. | Properties | 36 | ||
| Item 3. | Legal Proceedings | 36 | ||
| Item 4. | Mine Safety Disclosures | 37 | ||
| PART II | ||||
| Item 5. | Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters | 37 | ||
| Item 6. | Selected Financial Data | 39 | ||
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 41 | ||
| Item 7A. | Quantitative and Qualitative Disclosures about Market Risk | 71 | ||
| Item 8. | Financial Statements and Supplementary Data | 72 | ||
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 134 | ||
| Item 9A. | Controls and Procedures | 134 | ||
| Item 9B. | Other Information | 134 | ||
| PART III | ||||
| Item 10. | Director, Executive Officer and Corporate Governance | 135 | ||
| Item 11. | Executive Compensation | 135 | ||
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters | 135 | ||
| Item 13. | Certain Relationships and Related Transactions | 135 | ||
| Item 14. | Principal Accounting Fees and Services | 135 | ||
| Item 15. | Financial Statements and Exhibits | 135 |
SIGNATURES
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of Section 12 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.
| CAROLINA FINANCIAL CORPORATION | ||
| Date: September 18, 2015 | By: | /s/ Jerold L. Rexroad |
| Jerold L. Rexroad | ||
| Chief Executive Officer | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
| Signature | Title | Date | ||
| /s/ Jerold L. Rexroad | Chief Executive Officer and Director | September 18, 2015 | ||
| Jerold L. Rexroad | (Principal Executive Officer) | |||
| /s/ William A. Gehman III | Chief Financial Officer | September 18, 2015 | ||
| William A. Gehman, III | (Principal Financial Officer | |||
| and Principal Accounting Officer) | ||||
| /s/ G. Manly Eubank | Chairman of the Board of Directors | September 18, 2015 | ||
| G. Manly Eubank | ||||
| /s/ Howell V. Bellamy, Jr. | Director | September 18, 2015 | ||
| Howell V. Bellamy, Jr. | ||||
| /s/ W. Scott Brandon | Director | September 18, 2015 | ||
| W. Scott Brandon | ||||
| /s/ Robert G. Clawson, Jr. | Director | September 18, 2015 | ||
| Robert G. Clawson, Jr. | ||||
| /s/ Jeffery L. Deal, M.D. | Director | September 18, 2015 | ||
| Jeffery L. Deal, M.D. | ||||
| /s/ Michael P. Leddy | Director | September 18, 2015 | ||
| Michael P. Leddy |
| /s/ Robert M. Moïse, CPA | Director | September 18, 2015 | ||
| Robert M. Moïse, CPA | ||||
| /s/ David L. Morrow | Director | September 18, 2015 | ||
| David L. Morrow | ||||
| /s/ Thompson E. Penny | Director | September 18, 2015 | ||
| Thompson E. Penney | ||||
| /s/ Claudius E. Watts, IV | Director | September 18, 2015 | ||
| Claudius E. Watts IV | ||||
| /s/ Bonum S. Wilson, Jr. | Director | September 18, 2015 | ||
| Bonum S. Wilson, Jr. |
EXHIBIT INDEX
| Exhibit No. | Description | |
| 3.1 | Restated Certificate of Incorporation filed on August 31, 2015(1) | |
| 3.2 | Restated Bylaws(1) | |
| 4.1 | See Exhibits 3.1 through 3.2 for provisions in Carolina Financial Corporation’s Certificate of Incorporation and Bylaws defining the rights of holders of common stock | |
| 4.2 | Form of certificate of common stock (2) | |
| 10.1 | Amended and Restated Employment Agreement by and between Crescent Bank and M.J. Huggins, III dated as of December 24, 2008(2)(3) | |
| 10.2 | First Amendment to the Amended and Restated Employment Agreement between CresCom Bank and M.J. Huggins, III dated September 21, 2012(2)(3) | |
| 10.3 | Amended and Restated Supplemental Executive Agreement by and between Carolina Financial Corporation and M.J. Huggins, III dated as of December 24, 2008(2)(3) | |
| 10.4 | Amended and Restated Employment Agreement by and between Crescent Bank and David Morrow dated as of December 24, 2008(2)(3) | |
| 10.5 | First Amendment to the Amended and Restated Employment Agreement between CresCom Bank and David Morrow dated as of September 19, 2012(2)(3) | |
| 10.6 | Amended and Restated Supplemental Executive Agreement by and between Carolina Financial Corporation and David Morrow dated as of December 24, 2008(2)(3) | |
| 10.7 | Employment Agreement by and between Carolina Financial Corporation and Jerold L. Rexroad dated as of May 1, 2008(2)(3) | |
| 10.8 | First Amendment to the Employment Agreement between Carolina Financial Corporation and Jerold L. Rexroad dated as of September 19, 2012(2)(3) | |
| 10.9 | Carolina Financial Corporation 2002 Stock Option Plan(2)(3) | |
| 10.10 | Carolina Financial Corporation 2006 Recognition and Retention Plan(2)(3) | |
| 10.11 | Carolina Financial Corporation 2013 Equity Incentive Plan(2)(3) | |
| 10.12 | Form of Carolina Financial Corporation Elite LifeComp Agreement(2)(3) | |
| 10.13 | Subservicing Agreement by and between Cenlar FSB and Crescent Mortgage Company dated January 1, 2004(2) | |
| 10.14 | First Amendment to Subservicing Agreement by and between Cenlar FSB and Crescent Mortgage Company dated as of February 19, 2004(2) | |
| 10.15 | Second Amendment to Subservicing Agreement by and between Cenlar FSB and Crescent Mortgage Company dated as of February 1, 2006(2) | |
| 10.16 | Third Amendment to Subservicing Agreement by and between Cenlar FSB and Crescent Mortgage Company dated as of January 1, 2011(2) | |
| 21.1 | Subsidiaries of Carolina Financial Corporation(2) | |
| 23 | Consent of Independent Registered Public Accounting Firm—Elliott Davis Decosimo, LLC* | |
| 31.1 | Rule 13a-14(a) Certification of the Chief Executive Officer | |
| 31.2 | Rule 13a-14(a) Certification of the Chief Financial Officer | |
| 32 | Section 1350 Certifications* | |
| 101 | The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, formatted in eXtensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheets as December 31, 2014 and December 31, 2013; (ii) Consolidated Statements of Operations for the years ended December 31, 2014 and 2013; (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2014 and 2013 ; (iv) Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2014 and 2013; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2014 and 2013; and (vi) Notes to the Consolidated Financial Statements. |
| * | Previously filed. |
| (1) | Incorporated by reference from the Company’s Registration Statement on Form S-3 filed on August 31, 2015. |
| (2) | Incorporated by reference from the Company’s Registration Statement on Form 10 filed on February 26, 2014. |
| (3) | Indicates management contracts or compensatory plans or arrangements. |
