UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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, 2004
OR
|X| 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
(a) The following financial statements and reports, which have been prepared
pursuant to the requirements of the Employee Retirement Income Security Act of
1974, are filed as part of this Annual Report on Form 11-K:
Report of Independent Registered Public Accounting Firm
Financial Statements:
Statements of Net Assets Available for Benefits, December 31, 2004 and 2003
Statement of Changes in Net Assets Available for Benefits, Year Ended
December 31, 2004
Notes to Financial Statements
Supplemental Schedule:
Schedule H, Line 4i - Schedule of Assets (Held at End of Year), December
31, 2004
(b) The following Exhibits are filed as part of this Annual Report on Form 11-K:
Consent of Independent Registered Public Accounting Firm
SOUTH CAROLINA BANK AND TRUST
EMPLOYEES' SAVINGS PLAN
FINANCIAL STATEMENTS
WITH SUPPLEMENTARY INFORMATION
AS OF DECEMBER 31, 2004 AND 2003
AND FOR THE YEAR ENDED DECEMBER 31, 2004
AND
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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, 2004 and 2003, and the related statement of changes in net assets
available for benefits for the year ended December 31, 2004. 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, 2004 and 2003, and the changes in net assets available for benefits
for the year ended December 31, 2004, 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, 2004, 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 20, 2005
SOUTH CAROLINA BANK AND TRUST
EMPLOYEES' SAVINGS PLAN
-----------------------
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, DECEMBER 31, 2004
-----------------------------------------------------------------
SCBT
GUARANTEED INDEXED ASSET S&P 500 ALL CAP FINANCIAL
INTEREST BOND MANAGER INDEX GROWTH EUROPACIFIC CORPORATION
ACCOUNT FUND FUND FUND FUND FUND STOCK TOTAL
------------------------------------------------------------------------------------------------
ASSETS:
Investments, at fair value:
Mutual funds $ - $ 398,929 $ 2,107,167 $ 3,181,231 $ 1,762,987 $ 73,301 $ - $ 7,523,615
SCBT Financial Corporation
stock - - - - - - 2,493,009 2,493,009
Certificate of deposit 2,521,737 - - - - - - 2,521,737
Money market funds - - - - - - 2,361 2,361
Investments, at contract
value:
New York Life Insurance
Company,
Investment contract 537,622 - - - - - - 537,622
-------------------------------------------------------------------------------------------------
Total investments 3,059,359 398,929 2,107,167 3,181,231 1,762,987 73,301 2,495,370 13,078,344
-------------------------------------------------------------------------------------------------
Receivables:
Employer's contribution 60,568 24,289 57,198 104,394 73,787 10,110 67,443 397,789
Interest 11,032 - - - - - - 11,032
-------------------------------------------------------------------------------------------------
Total receivables 71,600 24,289 57,198 104,394 73,787 10,110 67,443 408,821
-------------------------------------------------------------------------------------------------
Total assets 3,130,959 423,218 2,164,365 3,285,625 1,836,774 83,411 2,562,813 13,487,165
LIABILITIES - - - - - - - -
-------------------------------------------------------------------------------------------------
Net assets available for
benefits $ 3,130,959 $ 423,218 $ 2,164,365 $ 3,285,625 $ 1,836,774 $ 83,411 $ 2,562,813 $ 13,487,165
=================================================================================================
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
-------------------------------------------------------------------------
SOUTH CAROLINA BANK AND TRUST
EMPLOYEES' SAVINGS PLAN
-----------------------
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, DECEMBER 31, 2003
-----------------------------------------------------------------
INTER- SCBT
GUARANTEED INDEXED ASSET S&P 500 ALL CAP NATIONAL FINANCIAL
INTEREST BOND MANAGER INDEX GROWTH EQUITY CORPORATION
ACCOUNT FUND FUND FUND FUND FUND STOCK TOTAL
---------------------------------------------------------------------------------------------
ASSETS:
Investments, at fair value:
Mutual funds $ - $ 274,325 $ 2,013,731 $ 2,651,385 $ 1,348,379 $ 230,386 $ - $ 6,518,206
SCBT Financial Corporation stock - - - - - - 2,248,709 2,248,709
Certificate of deposit 946,725 - - - - - - 946,725
Money market funds - - - - - - 11,890 11,890
Investments, at contract value:
New York Life Insurance Company,
Investment contract 2,026,192 - - - - - - 2,026,192
---------------------------------------------------------------------------------------------
Total investments 2,972,917 274,325 2,013,731 2,651,385 1,348,379 230,386 2,260,599 11,751,722
---------------------------------------------------------------------------------------------
Receivables:
Employer's contribution 44,718 19,015 40,818 72,207 63,099 10,466 49,665 299,988
Interest 7,717 - - - - - - 7,717
---------------------------------------------------------------------------------------------
Total receivables 52,435 19,015 40,818 72,207 63,099 10,466 49,665 307,705
---------------------------------------------------------------------------------------------
Total assets 3,025,352 293,340 2,054,549 2,723,592 1,411,478 240,852 2,310,264 12,059,427
LIABILITIES - - - - - - - -
---------------------------------------------------------------------------------------------
Net assets available for benefits $3,025,352 $ 293,340 $ 2,054,549 $ 2,723,592 $ 1,411,478 $ 240,852 $ 2,310,264 $ 12,059,427
=============================================================================================
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
-------------------------------------------------------------------------
SOUTH CAROLINA BANK AND TRUST
EMPLOYEES' SAVINGS PLAN
-----------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 2004
--------------------------------------------------------------------------------
INTER- SCBT
GUARANTEED INDEXED ASSET S&P 500 ALL CAP NATIONAL EURO- FINANCIAL
INTEREST BOND MANAGER INDEX GROWTH EQUITY PACIFIC CORPORATION
ACCOUNT FUND FUND FUND FUND FUND FUND STOCK TOTAL
------------------------------------------------------------------------------------------------
Additions to net assets attributed to:
Investment income:
Interest $ 99,937 $ - $ - $ - $ - $ - $ - $ 137 $ 100,074
Dividends - 13,026 30,401 46,396 - 867 1,354 50,335 142,379
Net appreciation (depreciation)
in fair value of investments - (431) 138,679 251,396 111,560 2,205 6,958 242,426 752,793
------------------------------------------------------------------------------------------------
Total investment income 99,937 12,595 169,080 297,792 111,560 3,072 8,312 292,898 995,246
------------------------------------------------------------------------------------------------
Contributions:
Employer's 60,568 24,289 57,198 104,394 73,787 - 10,110 67,443 397,789
Participants' 207,032 85,048 168,876 318,368 250,791 - 21,546 201,959 1,253,620
------------------------------------------------------------------------------------------------
Total contributions 267,600 109,337 226,074 422,762 324,578 - 31,656 269,402 1,651,409
------------------------------------------------------------------------------------------------
Total additions 367,537 121,932 395,154 720,554 436,138 3,072 39,968 562,300 2,646,655
------------------------------------------------------------------------------------------------
Deductions from net assets attributed to:
Benefits paid to participants 364,795 35,574 341,108 148,730 69,258 - - 244,027 1,203,492
Administrative expenses 8,653 - - - - - - 6,772 15,425
------------------------------------------------------------------------------------------------
Total deductions 373,448 35,574 341,108 148,730 69,258 - - 250,799 1,218,917
------------------------------------------------------------------------------------------------
Net increase (decrease) prior to
interfund transfers (5,911) 86,358 54,046 571,824 366,880 3,072 39,968 311,501 1,427,738
Interfund transfers 111,518 43,520 55,770 (9,791) 58,416 (243,924) 43,443 (58,952) -
------------------------------------------------------------------------------------------------
Net increase (decrease) 105,607 129,878 109,816 562,033 425,296 (240,852) 83,411 252,549 1,427,738
Net assets available for benefits:
Beginning of year 3,025,352 293,340 2,054,549 2,723,592 1,411,478 240,852 - 2,310,264 12,059,427
------------------------------------------------------------------------------------------------
End of year $3,130,959 $423,218 $2,164,365 $3,285,625 $1,836,774 $ - $83,411 $2,562,813 $13,487,165
================================================================================================
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
-------------------------------------------------------------------------
SOUTH CAROLINA BANK AND TRUST
EMPLOYEES' SAVINGS PLAN
-----------------------
NOTES TO FINANCIAL STATEMENTS
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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.
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.
Vesting:
Participants' accounts are fully vested.
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.
NOTE A - DESCRIPTION OF PLAN (CONTINUED):
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.
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. 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.
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):
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 or 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,
----------------------------
2004 2003
----------------------------
MainStay Asset Manager Fund, 160,730 and 164,790
shares, respectively $ 2,107,167 $ 2,013,731
MainStay S&P 500 Index Fund, 113,941 and 103,489 shares,
respectively 3,181,231 2,651,385
MainStay All Cap Growth Fund, 84,556 and 69,077
shares, respectively 1,762,988 1,348,379
SCBT Financial Corporation common stock, 74,263 and
74,932 shares, respectively 2,493,009 2,248,709
Investment Contract with New York Life Insurance
Company, #11433 537,622 2,026,192
Certificates of deposit, South Carolina Bank and Trust, N.A. 2,521,737 946,725
NOTE C - INVESTMENTS (CONTINUED):
During 2004, the Plan's investments (including investments bought, sold, and
held during the year) appreciated in value as follows:
2004
----
Mutual funds $ 510,367
SCBT Financial Corporation - Common Stock 242,426
--------------
Net appreciation 752,793
==============
The number of employees participating in each of the Plan's investment options
at December 31, 2004 and 2003, is as follows:
2004 2003
---- ----
Fixed Income Fund 164 172
Indexed Bond Fund 120 107
Asset Manager Fund 215 217
S&P 500 Index Fund 267 249
All Cap Growth Fund 203 192
International Equity Fund - 65
EuroPacific Growth Fund 48 -
SCBT Financial Corporation Stock Fund 212 223
NOTE D - INVESTMENT CONTRACT WITH INSURANCE COMPANY:
The Plan has a benefit-responsive investment contract with New York Life
Insurance Company (New York Life). New York Life, as the Plan's custodian,
maintains the assets in a pooled account. The account is credited with earnings
on the underlying investments and charged for participant withdrawals and
administrative expenses charged by New York Life. The contract is 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
4.73 percent to 7.20 percent for 2004 and 2003. 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 $6,772 were paid by the
Plan to the Trust Department for the year
NOTE E - RELATED PARTY TRANSACTIONS (CONTINUED):
ended December 31, 2004. Dividends received from SCBT Financial Corporation were
$50,335 for the year ended December 31, 2004.
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 $36,345
of interest on the three-year certificate of deposit and $13,180 on the
twelve-month certificate for the year ended December 31, 2004. As of December
31, 2004, the three-year certificate of deposit was earning interest at a rate
of 3.31 percent. As of December 31, 2004, the twelve-month certificate of
deposit was earning interest at a rate of 1.50 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 Internal Revenue Service has determined and informed the Company by a letter
dated February 23, 2005, that the Plan and related trust are designed in
accordance with applicable sections 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, 2004 and 2003:
2004 2003
----------------------------------
Net assets available for benefits per financial statements $ 13,487,165 $ 12,059,427
Less, benefits payable 12,247 1,377
----------------------------------
Net assets available for benefits per Form 5500 13,474,918 12,058,050
==================================
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, 2004:
NOTE I - RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 (CONTINUED):
Benefits paid to participants per financial statements $ 1,203,492
Less, accrual for prior year (1,377)
Add, accrual for current year 12,247
------------
Benefits paid to participants per Form 5500 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, 2004
--------------------------------------------------------------------------------
IDENTITY OF DESCRIPTION OF INVESTMENT
ISSUE, BORROWER, INCLUDING MATURITY DATE, RATE OF
LESSOR, OR SIMILAR INTEREST, COLLATERAL, PAR OR CURRENT
PARTY MATURITY VALUE VALUE
-----------------------------------------------------------------------------------------------------------
New York Life Insurance Company Guaranteed Investment Contract #11433 $537,622
New York Life Investment Management LLC MainStay Indexed Bond Fund, 36,365 shares 398,929
New York Life Investment Management LLC MainStay Asset Manager Fund, 160,730 shares 2,107,167
New York Life Investment Management LLC MainStay S&P 500 Index Fund, 113,941 shares 3,181,231
New York Life Investment Management LLC MainStay All Cap Growth Fund, 84,556 shares 1,762,988
American Funds EuroPacific Growth Fund, 2,058 shares 73,301
* SCBT Financial Corporation 74,263 common shares 2,493,009
Federated Prime Obligation Principal Fund Money Market Fund 2,361
* South Carolina Bank and Trust, N.A. Certificate of Deposit, interest rate of 3.31
percent, matures April 1, 2006 1,175,012
* South Carolina Bank and Trust, N.A. Certificate of Deposit, interest rate of 1.50
percent, matures March 31, 2005 1,346,725
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
Date: June 29, 2005 /s/ Richard C. Mathis
---------------------
Richard C. Mathis
Trustee
Exhibit Index
-------------
Exhibit No. Description Location
23 Consent of Independent Registered Public Accounting Firm Filed herewith