UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the fiscal year ended December 31, 2006 | |
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o | TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from _______ to _______. | |
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COMMISSION FILE NUMBER 000-32985 | |
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WACCAMAW BANKSHARES, INC. | |
(Exact name of registrant as specified in its charter) | |
NORTH CAROLINA |
| 52-2329563 |
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(State or Other Jurisdiction of |
| (I.R.S. Employer |
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110 NORTH J. K. POWELL BOULEVARD |
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WHITEVILLE, NORTH CAROLINA |
| 28472 |
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(Address of Principal Executive Offices) |
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Registrant’s Telephone number, including area code: (910) 641-0044
Securities registered pursuant to Section 12(b) of the Act
NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, NO PAR VALUE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
o Yes | x No |
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
o Yes | x No |
Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act from their obligations under those Sections.
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.
x Yes | o No |
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 the 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 large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer o | Accelerated filer o | Non-accelerated filer x |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
o Yes | x No |
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $60,438,288.
Indicate the number of shares outstanding of each of the registrant’s classes of Common Stock as of the latest practicable date. 4,849,263 shares of Common Stock outstanding as of March 27, 2007:
Documents Incorporated by Reference.
The Registrant’s Annual Report to stockholders for the fiscal year ended December 31, 2006
Registrant’s Proxy Statement for the 2007 Annual Meeting of Stockholders
PART 1
EXPLANATORY NOTE
We are filing this Amendment of Form 10-K/A to our Annual Report on Form 10-K for the period ending December 31, 2006, which was filed March 30, 2007 (the “Form 10-K”) to amend pages 46 and 64 of the annual report. On page 46 of the annual report, the address and signature of the independent auditors of the Report of Independent Registered Public Accounting Firm was inadvertently left off the 10-K as this is corrected under the 10-K/A. On page 64 of the annual report, information regarding the Annual Meeting, Requests for Information and Federal Deposit Insurance Corporation was inadvertently left off the 10-K as this is corrected under the 10-K/A.
| Elliott Davis, PLLC |
| 104 Cranberry Road |
| Post Office Box 760 |
| Galax, VA 24333 |
Elliott Davis |
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Accountants and Business Advisors | Phone 276.238.1800 |
| Fax 276.238.1801 |
Report of Independent Registered Public Accounting Firm
Board of Directors and Stockholders
Waccamaw Bankshares, Inc.
Whiteville, North Carolina
We have audited the consolidated balance sheets of Waccamaw Bankshares, Inc. as of December 31, 2006 and 2005 and the related consolidated statements of income, changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2006. These financial statements are the responsibility of the Company’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 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of Waccamaw Bankshares, Inc. at December 31, 2006 and 2005, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2006, in conformity with accounting principles generally accepted in the United States of America.
/s/ Elliott Davis, PLLC |
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Galax, Virginia |
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February 27, 2007 |
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Financial Ratios
The following table summarizes ratios considered to be significant indicators of the Bank’s operating results and financial condition for the periods indicated.
Key Financial Ratios
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| 2005 |
| 2004 |
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Average equity to average assets |
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| 7.27 | % |
| 6.70 | % |
| 8.27 | % |
Return on average assets |
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| 1.02 | % |
| 1.00 | % |
| 1.11 | % |
Return on average equity |
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| 14.07 | % |
| 14.98 | % |
| 13.46 | % |
Annual Meeting
The annual meeting of stockholders will be held Thursday, April 19, 2007 at 7:00 p.m. at the Vineland Station Train Depot, Whiteville, North Carolina.
Requests for Information
Requests for information should be directed to Mr. James G. Graham, President, at Waccamaw Bankshares, Inc., Post Office Box 2009, Whiteville, North Carolina, 28472; telephone (910) 641-0044.
Independent Auditors |
| Stock Transfer Agent |
| Legal Counsel |
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Elliott Davis, PLLC |
| First Citizens Bank |
| Gaeta & Eveson, PA |
Certified Public Accountants |
| & Trust Company |
| 8305 Falls of Neuse Road |
Post Office Box 760 |
| Post Office Box 29522 |
| Suite 203 |
Galax, Virginia 24333 |
| Raleigh, North Carolina 27626-0522 |
| Raleigh, North Carolina 27615 |
Federal Deposit Insurance Corporation
The Bank is a member of the FDIC. This statement has not been reviewed, or confirmed for accuracy or relevance by the Federal Deposit Insurance Corporation.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on behalf by the undersigned, thereunto duly authorized
WACCAMAW BANKSHARES, INC.
April 2, 2007 |
| /s/ James G. Graham |
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| James G. Graham |
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| President and Chief Executive Officer |
In accordance with the Exchange Act, this report has to be signed below by the following persons on behalf of the registrant and in the capacity and on the dates indicated.
Signature |
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/s/ James G. Graham |
| President and |
| April 2, 2007 |
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James G. Graham |
| Chief Executive Officer |
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/s/ M. B. “Bo” Biggs |
| Director |
| April 2, 2007 |
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M. B. “Bo” Biggs |
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/s/ Dr. Maudie M. Davis |
| Director |
| April 2, 2007 |
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Dr. Maudie M. Davis |
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/s/ E. Autry Dawsey, Sr. |
| Director |
| April 2, 2007 |
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E. Autry Dawsey, Sr. |
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/s/ Monroe Enzor, III |
| Director |
| April 2, 2007 |
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Monroe Enzor, III |
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/s/ James E. Hill, Jr. |
| Director |
| April 2, 2007 |
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James E. Hill, Jr. |
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/s/ Alan W. Thompson |
| Director, Chairman of the Board |
| April 2, 2007 |
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Alan W. Thompson |
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/s/ Dale Ward |
| Director |
| April 2, 2007 |
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Dale Ward |
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/s/ J. Densil Worthington |
| Director |
| April 2, 2007 |
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J. Densil Worthington |
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