U.S. Securities and Exchange Commission
Washington,
D.C. 20549
Form
11-K
x
Annual Report Pursuant to Section 15(d)
of the Securities Exchange Act of 1934
Or
¨
Transition Report Pursuant
to Section 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2011
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Commission file number 000-33227
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Southern Community Bank 401(k) Retirement
Plan
(Full title of the plan)
Southern Community Financial Corporation
(Name of issuer of securities)
4605 Country Club Road, Winston-Salem, NC
27104
(Address of issuer’s principal executive
offices)
Southern
Community Bank 401(k)
Retirement
Plan
Financial Statements and
Supplemental Schedule
As of December 31, 2011 and 2010 and for
the
Year Ended December 31, 2011
Southern
Community Bank 401(k) Retirement Plan
TABLE OF CONTENTS
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Page No.
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Report of Independent Registered Public Accounting Firm
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1
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Financial Statements
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Statements of Net Assets Available for Benefits
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2
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Statement of Changes in Net Assets Available for Benefits
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3
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Notes to Financial Statements
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4
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Supplemental Schedule
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Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
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13
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Report of Independent Registered
Public Accounting Firm
To the Plan Administrator
Southern Community Bank 401(k) Retirement Plan
Winston-Salem, North Carolina
We have audited the accompanying statements of net assets available
for benefits of the Southern Community Bank 401(k) Retirement Plan as of December 31, 2011 and 2010, and the related statement
of changes in net assets available for benefits for the year ended December 31, 2011. 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. We were not
engaged to perform an audit of the Plan’s internal control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, 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,
2011 and 2010, and the changes in net assets available for benefits for the year ended December 31, 2011 in conformity with accounting
principles generally accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion
on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) 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 Disclosure 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 audits 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.
/s/ Dixon Hughes Goodman LLP
Raleigh, North Carolina
June 28, 2012
SOUTHERN COMMUNITY BANK 401(K) RETIREMENT PLAN
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STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
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December 31, 2011 and 2010
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2011
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2010
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ASSETS
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Investments, at fair value:
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Mutual funds
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$
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6,416,456
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|
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$
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7,170,990
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Guaranteed Investment Contract (at fair value)
|
|
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1,057,265
|
|
|
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1,068,439
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|
Employer stock
|
|
|
926,539
|
|
|
|
769,322
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|
Money market funds
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|
|
184,428
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|
|
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156,363
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Total investments
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8,584,688
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9,165,114
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Receivables:
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Employer contributions
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-
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3,104
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Participant contributions
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32,742
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71,105
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Notes Receivable from Participants
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360,402
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312,812
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Total receivables
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393,144
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387,021
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TOTAL ASSETS
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8,977,832
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9,552,135
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Net assets available for benefits at fair value
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8,977,832
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9,552,135
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Adjustment from fair value to contract value for
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fully benefit-responsive investment contracts
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(46,091
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)
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(17,097
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)
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NET ASSETS AVAILABLE FOR BENEFITS
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$
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8,931,741
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$
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9,535,038
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The accompanying notes are an integral part of these financial
statements.
SOUTHERN COMMUNITY BANK 401(K) RETIREMENT PLAN
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STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
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For the Year Ended December 31, 2011
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ADDITIONS TO NET ASSETS ATTRIBUTED TO:
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Investment income (loss):
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Interest
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$
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51
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Net appreciation (depreciation) in fair value of investments
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(98,538
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)
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TOTAL INVESTMENT INCOME (LOSS)
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(98,487
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)
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Interest income on notes receivable from participants
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15,509
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Contributions:
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Participant
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705,647
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TOTAL CONTRIBUTIONS
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705,647
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TOTAL ADDITIONS
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622,669
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DEDUCTIONS TO NET ASSETS ATTRIBUTED TO:
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Benefits paid to participants
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1,168,208
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Administrative expenses
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11,667
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TOTAL DEDUCTIONS
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1,179,875
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NET INCREASE (DECREASE)
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(557,206
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)
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NET ASSETS AVAILABLE FOR BENEFITS:
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BEGINNING OF YEAR
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9,535,038
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END OF YEAR
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$
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8,977,832
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The accompanying notes are an integral part of these financial
statements.
SOUTHERN COMMUNITY BANK 401(k) RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2011 and 2010
and for the year ended December 31, 2011
NOTE A - DESCRIPTION OF PLAN
Effective May 1, 2004, the Southern Community
Bank 401(k) Retirement Plan (the “Plan”) came into existence as a result of the merger of the previous Southern Community
Bank 401(k) Plan and The Community Bank Employees’ 401(k) Plan. The Plan was most recently amended effective on May 23, 2012.
The following description of the Plan provides only general information. Participants should refer to the plan document for a more
complete description of the Plan’s provisions.
General
- The Plan is a defined
contribution plan covering all full-time employees of Southern Community Financial Corporation and its subsidiaries (“Company”)
who have three months of service and are age twenty-one or older. The Board of Directors of the Company controls and manages the
operation and administration of the Plan. TD Ameritrade serves as the trustee of the Plan. The Plan is subject to the provisions
of the Employee Retirement Income Security Act of 1974 (“ERISA”). The Company’s wholly-owned subsidiary, Southern
Community Bank and Trust, is the Plan Sponsor.
Contributions
- Each year,
participants may contribute up to 25% of pretax annual compensation, as defined in the Plan, subject to certain Internal Revenue
Code (“IRC”) limitations. Participants who have attained age 50 before the end of the Plan year are eligible to make
catch-up contributions. 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 Company. Prior to August
1, 2009, the Company matched 100% of the first 6% of base compensation that a participant contributed to the Plan. Effective August
1, 2009, the Company reduced its employer match to 50% of the first 6% of base compensation that a participant contributes to the
plan. Effective January 1, 2011, the Company reduced its employer match to zero; however, the Company may make a discretionary
matching contribution. For the years ended December 31, 2011 and 2010, the Plan made no discretionary contributions.
Investment Options
- Participants
direct the investment of their contributions into various investment options offered by the Plan. The Plan currently offers mutual
funds, the Company’s common stock and an insurance investment contract as investment options for participants. In addition,
participants may utilize an individual self-directed brokerage option, through which participants are able to invest in a variety
of securities including stocks, bonds, mutual funds and government securities in accordance with the plan document.
Participant Accounts
- Each
participant’s account is credited with the participant’s contribution and allocations of the Company’s contributions,
and plan earnings, and may be charged with an allocation of administrative expenses. Allocations are based on participant earnings
or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s
vested account.
Vesting
- Participants are
immediately vested in their contributions plus actual earnings thereon and any rollovers into their individual accounts. Vesting
in the Company’s matching and discretionary contribution portion of their accounts plus actual earnings thereon is based
on years of continuous service. With respect to each matching and discretionary contribution, participants vest 20% per year of
service and are 100% vested after 5 years of credited service.
SOUTHERN COMMUNITY BANK 401(k) RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2011 and 2010
and for the year ended December 31, 2011
NOTE A - DESCRIPTION OF PLAN (Continued)
Notes Receivable
- Participants
may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their vested account
balance. The loans are secured by the balance in the participant’s account and bear interest at rates which are commensurate
with local prevailing rates as determined by the plan administrator. At December 31, 2011, interest rates on outstanding loans
ranged from 4.25% to 9.25%. Principal and interest is paid ratably through payroll deductions.
Payment of Benefits
- On
termination of service due to death, disability or retirement, a participant may elect to receive an amount equal to the value
of the participant’s vested interest in his or her account in either a lump-sum amount or various installment and annuity
options as provided by the Plan. For termination of service due to other reasons, a participant may receive the value of the vested
interest in his or her account as a lump-sum distribution. Amounts contributed on a before-tax basis may only be withdrawn upon
demonstration of financial hardship, disability, or after the participants reach the age of 59.5 years.
Forfeitures
- At December
31, 2011 and 2010, forfeited non-vested accounts totaled $56,522 and $5,541, respectively, which had not been allocated to participants’
accounts at those respective dates. These forfeited accounts will be used to reduce any employer contributions and then administrative
expenses. Effective January 1, 2012, the Company determined that forfeitures would be used to reduce administrative expenses of
the Plan.
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Basis of Accounting
- The
financial statements of the Plan are prepared on the accrual basis of accounting in conformity with accounting principles generally
accepted in the United States of America (“GAAP”).
Estimates
- The preparation
of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported
amounts of assets, liabilities and changes therein, and disclosure of contingent assets and liabilities. Accordingly, actual results
may differ from those estimates and assumptions.
Investment Valuation and Income Recognition
Investments are reported at fair value.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. See Note D for discussion of fair value measurements.
In accordance with GAAP, the guaranteed
investment contract held by a defined-contribution plan is required to be reported at fair value. However, contract value is the
relevant measurement attribute for that portion of the net assets available for benefits of a defined-contribution plan attributable
to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to
initiate permitted transactions under the terms of the Plan. The Statements of Net Assets Available for Benefits presents the fair
value of the guaranteed investment contract as well as the adjustment to the fully benefit-responsive guaranteed investment contract
from fair value to contract value. The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value
basis.
SOUTHERN COMMUNITY BANK 401(k) RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2011 and 2010
and for the year ended December 31, 2011
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (Continued)
Purchase and sales of securities are recorded
on a trade-date basis. Interest income from notes receivable from participants is recorded when received. Other interest income
is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation (depreciation) includes the
Plan’s gains and losses on investments bought and sold as well as held during the year.
Notes Receivable From Participants
–
Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest.
Delinquent participant loans are reclassified as distributions based upon the terms of the Plan document.
Payment of Benefits
- Benefits
are recorded upon distribution. There were no amounts allocated to accounts of persons who have elected to withdraw from the Plan
but have not yet been paid at December 31, 2011 and 2010, respectively.
Administrative Expenses
–
The Plan’s administrative expenses are paid by either the Plan or the Company, as provided by the plan document. Certain
administrative functions are performed by employees of the Company. No such employee receives compensation from the Plan.
Reclassifications
–
Effective
January 1, 2010, the Plan adopted the Financial Accounting Standards Board (“FASB”) authoritative guidance on reporting
loans to participants by defined contribution pension plans. In accordance with the provisions, participant loans are required
to be classified as notes receivable from participants, which are segregated from Plan investments and measured at their unpaid
principal balance, plus any accrued but unpaid interest. The adoption of this accounting standard requires reclassification of
participant loans from investments to notes receivable from participants on the Statement of Net Assets Available for Benefits
as of December 31, 2011 and 2010. There was no impact on Net Assets Available for Benefits or Changes in net Assets Available for
Benefits.
NOTE C - Investments
The following table presents investments
that represent more than 5% or more of the Plan’s net assets at December 31:
|
|
2011
|
|
|
2010
|
|
Investments at fair value:
|
|
|
|
|
|
|
|
|
Southern Community Financial Corp Common Stock
|
|
$
|
926,539
|
|
|
$
|
769,322
|
|
Franklin Templeton Moderate Target Fund
|
|
|
735,201
|
|
|
|
798,181
|
|
American Euro Pacific Growth Fund
|
|
|
601,501
|
|
|
|
*
|
|
Fundamental Investors Fund
|
|
|
1,129,235
|
|
|
|
1,229,609
|
|
Capital World Growth & Income Fund
|
|
|
-
|
|
|
|
877,144
|
|
Columbia Acorn Fund Class A
|
|
|
538,797
|
|
|
|
627,134
|
|
Van Kampen Small Cap Class A
|
|
|
-
|
|
|
|
833,903
|
|
MetLife Stable Value Fund
|
|
|
1,057,265
|
|
|
|
1,068,439
|
|
PIMCO Total Return Fund Class A
|
|
|
740,517
|
|
|
|
755,614
|
|
Fidelity Contrafund
|
|
|
1,554,778
|
|
|
|
1,694,345
|
|
Victory Small Company Opportunity
|
|
|
622,015
|
|
|
|
*
|
|
* Amount represents less than 5% of net
assets
SOUTHERN COMMUNITY BANK 401(k) RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2011 and 2010
and for the year ended December 31, 2011
NOTE C – Investments (Continued)
During the year ended December 31, 2011,
the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated
(depreciated) in value as follows:
|
|
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Appreciation (Depreciation)
|
|
|
|
|
Realized
|
|
|
|
Unrealized
|
|
|
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Total
|
|
Employer common stock
|
|
$
|
11,887
|
|
|
$
|
(19,479
|
)
|
|
$
|
(7,592
|
)
|
GIC
|
|
|
9,577
|
|
|
|
14,270
|
|
|
|
23,847
|
|
Mutual funds
|
|
|
(6,913
|
)
|
|
|
(107,880
|
)
|
|
|
(114,793
|
)
|
Net appreciation (depreciation) in value of investments
|
|
$
|
14,551
|
|
|
$
|
(113,089
|
)
|
|
$
|
(98,538
|
)
|
NOTE D - FAIR VALUE MEASUREMENTS
The Plan has established a framework for
measuring fair value. This framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to
measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets
or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of
the fair value hierarchy are described as follows:
Level 1 - Inputs to the valuation methodology
are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.
Level 2 - Inputs to the valuation methodology
include:
|
·
|
quoted
prices for similar assets or liabilities in active markets;
|
|
·
|
quoted
prices for identical or similar assets or liabilities in inactive markets; and
|
|
·
|
inputs
that are derived principally from or corroborated by observable market data by
correlation
or other means.
|
If
the asset or liabilities has a specified (contractual) term, the level 2 input must be observable for substantially the full term
of the asset or liability.
Level 3 - Inputs to the valuation methodology
are unobservable and significant to the fair value measurement.
The asset’s or liability’s
fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the
fair value measurements. Valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs.
Following is a description of the valuation
methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2011
and 2010.
Common Stocks
These investments are valued at the closing
price reported on the active market on which the individual securities are traded and are classified within Level 1 of the valuation
hierarchy.
SOUTHERN COMMUNITY BANK 401(k) RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2011 and 2010
and for the year ended December 31, 2011
NOTE D - FAIR VALUE MEASUREMENTS (Continued)
Mutual Funds
These investments are public investment
vehicles valued using the Net Asset Value (NAV) provided by the administrator of the fund. The NAV is based on the value of the
underlying assets owned by the fund, minus its liabilities, and then divided by the number of shares outstanding. The NAV is a
quoted price in an active market and classified within Level 1 of the valuation hierarchy.
Investment Contracts
The investment contract is valued at fair
value by discounting the related cash flows based on current yields of similar instruments with comparable durations considering
the creditworthiness of the issuer. The contracts are classified within Level 2 of the valuation hierarchy.
Money Market Funds
These investments are public investment
vehicles valued using $1 for the NAV. The money market funds are classified within Level 1 of the valuation hierarchy.
The preceding methods described may produce
a fair value calculation that may not be indicative of net realizable value or reflective of future values. Furthermore, although
the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies
or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement
at the reporting date.
The following table sets forth by level,
within the fair value hierarchy, the Plan’s assets at fair value as of December 31, 2011:
|
|
As of December 31, 2011
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Fair Value
|
|
Mutual Funds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Growth
|
|
$
|
4,500,804
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
4,500,804
|
|
Balanced
|
|
|
756,467
|
|
|
|
-
|
|
|
|
-
|
|
|
|
756,467
|
|
Fixed Income
|
|
|
1,159,185
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,159,185
|
|
|
|
|
6,416,456
|
|
|
|
-
|
|
|
|
-
|
|
|
|
6,416,456
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Guaranteed Investment Contract
|
|
|
-
|
|
|
|
1,103,356
|
|
|
|
-
|
|
|
|
1,103,356
|
|
Employer Stock
|
|
|
926,539
|
|
|
|
-
|
|
|
|
-
|
|
|
|
926,539
|
|
Money market funds
|
|
|
184,428
|
|
|
|
-
|
|
|
|
-
|
|
|
|
184,428
|
|
|
|
$
|
7,527,423
|
|
|
$
|
1,103,356
|
#
|
|
$
|
-
|
|
|
$
|
8,630,779
|
|
SOUTHERN COMMUNITY BANK 401(k) RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2011 and 2010
and for the year ended December 31, 2011
NOTE D - FAIR VALUE MEASUREMENTS (Continued)
The following table sets forth by level,
within the fair value hierarchy, the Plan’s assets at fair value as of December 31, 2010:
|
|
As of December 31, 2010
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Fair Value
|
|
Mutual Funds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Growth
|
|
$
|
5,262,542
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
5,262,542
|
|
Balanced
|
|
|
798,558
|
|
|
|
-
|
|
|
|
-
|
|
|
|
798,558
|
|
Fixed Income
|
|
|
1,109,890
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,109,890
|
|
|
|
|
7,170,990
|
|
|
|
-
|
|
|
|
-
|
|
|
|
7,170,990
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Guaranteed Investment Contract
|
|
|
-
|
|
|
|
1,068,439
|
|
|
|
-
|
|
|
|
1,068,439
|
|
Employer Stock
|
|
|
769,322
|
|
|
|
-
|
|
|
|
-
|
|
|
|
769,322
|
|
Money market funds
|
|
|
156,363
|
|
|
|
-
|
|
|
|
-
|
|
|
|
156,363
|
|
|
|
$
|
8,096,675
|
|
|
$
|
1,068,439
|
#
|
|
$
|
-
|
|
|
$
|
9,165,114
|
|
NOTE E – FULLY BENEFIT RESPONSIVE
INVESTMENT CONTRACT
Synthetic Guaranteed Investment Contract
The Plan provides participants a self-managed
stable value investment option (“Synthetic GIC”) that simulates the performance of a guaranteed investment contract,
whereby participants execute Plan transactions at contract value. Contract value represents contributions made to the Synthetic
GIC, plus earnings, less participant withdrawals. The self-managed stable value fund is composed of a portfolio of bonds and other
fixed income securities owned by the Plan and an investment contract issued by an insurance company or other financial institution,
designed to provide a contract value “wrapper” around the fixed income portfolio to guarantee a specific interest rate
which is reset quarterly and that cannot be less than zero. The wrapper contract provides that realized and unrealized gain and
losses on the underlying fixed income portfolio are not reflected immediately in the net assets of the Synthetic GIC, but rather
are amortized over the duration of the underlying assets through adjustments to the future interest crediting rate. Primary variables
impacting future crediting rates of the Synthetic GIC include the current yield, duration, and existing difference between market
and contract value of the underlying assets with the wrapper contract.
Certain events, such as Plan termination
or plan merger initiated by the Plan Sponsor, may limit the ability of the Plan to transact at contract value or may allow for
the termination of the wrapper contract at less than contract value. Plan management believes that the occurrence of events that
may limit the ability of the Plan to transact at less than contract value is not probable.
|
|
December 31,
|
|
Average yields:
|
|
2011
|
|
|
|
|
|
|
Based on actual earnings
|
|
|
6.45
|
%
|
Based on interest rate credited to participants
|
|
|
2.96
|
%
|
|
|
|
|
|
|
|
|
December 31,
|
|
Average yields:
|
|
|
2010
|
|
|
|
|
|
|
Based on actual earnings
|
|
|
5.42
|
%
|
Based on interest rate credited to participants
|
|
|
3.13
|
%
|
SOUTHERN COMMUNITY BANK 401(k) RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2011 and 2010
and for the year ended December 31, 2011
NOTE F - EXEMPT PARTY-IN-INTEREST TRANSACTIONS
Certain plan investments are shares of
mutual funds managed by TD Ameritrade. TD Ameritrade is the trustee as defined by the Plan and, therefore, these transactions qualify
as exempt party-in-interest transactions. Fees paid by the Plan for investment management services were included as a reduction
of the return earned on each fund.
NOTE G – RELATED PARTY-IN-INTEREST
TRANSACTIONS
The Plan gives participants the option
of purchasing shares of the Company’s common stock as plan investments. Participant investments in the Company’s common
stock are not limited to a certain percentage of a participant’s total investment allocation. Plan assets included approximately
778,604 shares valued at $926,539 at December 31, 2011. The 778,604 shares of the Company’s common stock included in Plan
assets represent 4.6% of the total number of its outstanding shares.
NOTE H - 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 set forth in ERISA. In the event of plan termination, participants would become 100% vested in their accounts.
NOTE I - TAX STATUS
The Internal Revenue Service (the “IRS”)
has determined and informed the Company by letter dated June 2, 2010, that the Plan and related trust are designed in accordance
with the applicable sections of the Internal Revenue Code (IRC). The Plan has been amended since receiving the determination letter.
However, the Plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable
provisions of the IRC. Therefore, the Plan administrator believes that the Plan was qualified and the related trust was tax-exempt
as of the financial statement date.
GAAP requires Plan management to evaluate
tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more
likely than not would not be sustained upon examination by the IRS. The Plan administrator has analyzed the tax positions taken
by the Plan, and has concluded that as of December 31, 2011, there are no uncertain positions taken or expected to be taken that
would require recognition of a liability or disclosure in the financial statements. The Plan is subject to routine audits by taxing
jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan administrator believes it is no
longer subject to income tax examinations for years prior to 2008.
NOTE J - RISKS AND UNCERTAINTIES
The Plan invests in various investment
securities. Investment securities, in general, are exposed to various risks, such as interest rate, credit, liquidity, and overall
market volatility. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that
changes in the values of investment securities will occur 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.
SOUTHERN COMMUNITY BANK 401(k) RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2011 and 2010
and for the year ended December 31, 2011
NOTE K – SUBSEQUENT EVENTS
On March 26, 2012, the Company entered into an Agreement and
Plan of Merger with Capital Bank Financial Corp (“CBF”) pursuant to which Southern Community Financial Corporation
(“SCMF”) will merge with CBF. The agreement and the transactions contemplated by it have been approved by the Board
of Directors of both CBF and SCMF. The closing of the transaction is expected to occur during the third quarter of 2012.
As a part of this merger transaction, the net assets and the
related participant accounts of the Plan are expected to be merged into the plan assets of the Capital Bank 401(k) Plan. Capital
Bank N.A. is a subsidiary of CBF. In contemplation of this merger transaction, the Company has determined that, immediately prior
to the merger of this Plan’s assets and participants’ accounts into the Capital Bank 401(k) Plan, any unallocated forfeiture
balances would be allocated to participants’ accounts based on the employees’ relative contribution level at that time.
Management has evaluated subsequent events through the date
the financial statements were issued.
SUPPLEMENTAL SCHEDULE
SOUTHERN COMMUNITY BANK 401(K) RETIREMENT PLAN
|
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (Held at End of Year)
|
EIN: 56-1952620, PLAN NO. 001
|
December 31, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(c) Description of Investment
|
|
|
|
|
|
|
|
(b) Identity of Issue,
|
|
Including Maturity Date,
|
|
|
|
|
(e)
|
|
|
Borrower, Lessor or
|
|
Rate of Interest, Collateral,
|
|
(d)
|
|
|
Current
|
(a)
|
|
Similar Party
|
|
Par or Maturity Value
|
|
Cost **
|
|
|
Value
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual funds:
|
|
|
|
|
|
|
|
|
|
American
|
|
Euro Pacific Growth Fund
|
|
|
|
$
|
601,501
|
|
|
Columbia
|
|
Acorn Fund Class A
|
|
|
|
|
538,797
|
|
|
Fidelity
|
|
Contrafund
|
|
|
|
|
1,554,778
|
|
|
Franklin Templeton
|
|
Moderate Target
|
|
|
|
|
735,201
|
|
|
Fundamental
|
|
Investors Fund
|
|
|
|
|
1,129,235
|
|
|
Oppenheimer
|
|
Developing Markets
|
|
|
|
|
21,266
|
|
|
PIMCO
|
|
GNMA Class A
|
|
|
|
|
418,668
|
|
|
PIMCO
|
|
Total Return Fund Class A
|
|
|
|
|
740,517
|
|
|
Ridgeworth
|
|
Large Cap Value Equity
|
|
|
|
|
54,478
|
|
|
Victory
|
|
Small Company Opportunity Equity
|
|
|
622,015
|
|
|
Total Mutual Funds
|
|
|
|
|
|
|
6,416,456
|
|
|
|
|
|
|
|
|
|
|
|
|
Guaranteed Investment Contract:
|
|
|
|
|
|
|
|
|
|
MetLife
|
|
Stable Value Fund ***
|
|
|
|
|
1,057,265
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock:
|
|
|
|
|
|
|
|
*
|
|
Southern Community Financial Corp.
778,604 shares common stock
|
|
|
|
926,539
|
|
|
|
|
|
|
|
|
|
|
|
|
Money Market Funds:
|
|
|
|
|
|
|
|
|
|
TD Bank USA Institutional
|
|
MMDA
|
|
|
|
|
118,092
|
|
|
TD Bank USA
|
|
MMDA
|
|
|
|
|
66,336
|
|
|
|
|
|
|
|
|
|
184,428
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Participant loans
|
|
Interest-bearing at 4.25% - 9.25%,
|
|
|
|
|
|
|
|
maturing through February 2021
|
|
|
|
|
360,402
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
8,945,090
|
|
|
|
|
|
|
|
|
|
|
*Party-in-interest
|
|
|
|
|
|
|
|
**Cost information omitted for participant-directed investments.
|
|
|
|
|
|
***At contract value
|
|
|
|
|
|
|
|
EXHIBIT INDEX
23.1 Consent of Independent Registered Public Accounting Firm
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the employee plan) have duly caused this annual report to be signed on its
behalf by the undersigned, hereunto duly authorized.
|
Southern Community Bank 401(k) Retirement Plan
|
|
By:
Southern Community Financial Corporation
|
|
|
|
|
|
|
Date: June 28, 2012
|
By:
|
/s/James Hastings
|
|
Name: James Hastings
|
|
Title: Executive Vice President and Chief Financial Officer
|
Southern Community Financial (NASDAQ:SCMF)
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부터 5월(5) 2024 으로 6월(6) 2024
Southern Community Financial (NASDAQ:SCMF)
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