[TYPE]10-Q
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1995
OR
[ ] 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 0-15829
FIRST CHARTER CORPORATION
(Exact name of registrant as specified in its charter)
North Carolina 56-1355866
(State or other jurisdiction of (IRS Employer Identification No.
incorporation or organization)
22 Union Street, North, Concord, North Carolina 28025
(Address of principal executive offices) (Zip Code)
(704) 786-3300
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year,
if changed since last report)
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 No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes No
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
4,631,720 shares of Common Stock, $5.00 par value, outstanding as of May 9,
1995.
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FIRST CHARTER CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
March 31, December 31,
ASSETS 1995 1994
Cash and due from banks . . . . . . . . . . . $ 16,255,476 $ 18,110,298
Securities available for sale:
U.S. Government obligations . . . . . . . . 12,396,876 16,083,594
U.S. Government agency obligations . . . . 8,953,017 8,911,518
Mortgage-backed securities . . . . . . . . 2,635,604 2,519,763
Other . . . . . . . . . . . . . . . . . . . 3,568,767 3,288,447
Total securities available for sale . . . 27,554,264 30,803,322
Investment securities:
(Market value of $57,623,868, and $58,602,959
at 3/31/95 and 12/31/94, respectively)
U.S. Government agency obligations . . . . 7,978,951 7,985,901
Mortgage-backed securities . . . . . . . . 14,029,940 16,260,021
State and municipal obligations, nontaxable 36,410,735 36,792,641
Total investment securities . . . . . . . 58,419,626 61,038,563
Loans . . . . . . . . . . . . . . . . . . . . 209,712,744 203,935,504
Less: Unearned income . . . . . . . . . . . (223,723) (201,331)
Allowance for loan losses . . . . . . (2,894,358) (2,816,172)
Loans, net . . . . . . . . . . . . . . 206,594,663 200,918,001
Premises and equipment, net . . . . . . . . . 7,642,200 7,247,098
Other assets . . . . . . . . . . . . . . . . 5,318,561 5,931,370
Total assets . . . . . . . . . . . . . . $321,784,790 $ 324,048,652
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits, domestic:
Noninterest-bearing . . . . . . . . . . . . $ 47,434,195 $ 48,037,213
Interest-bearing . . . . . . . . . . . . . 219,575,287 218,315,321
Total deposits . . . . . . . . . . . . . 267,009,482 266,352,534
Short-term borrowings . . . . . . . . . . . . 13,343,507 17,734,069
Other liabilities . . . . . . . . . . . . . . 2,838,720 2,498,467
Total liabilities . . . . . . . . . . . . 283,191,709 286,585,070
Shareholders' equity:
Common stock - $5 par value; authorized
10,000,000 shares, issued and outstanding,
4,629,278 shares at 3/31/95 and 4,632,250
shares at 12/31/94 . . . . . . . . . . . . 23,146,390 23,161,250
Additional paid-in capital . . . . . . . . . 8,268 672
Unrealized gain on securities available
for sale . . . . . . . . . . . . . . . . . 407,663 96,150
Retained earnings . . . . . . . . . . . . . . 15,030,760 14,205,510
Total shareholders' equity . . . . . . . 38,593,081 37,463,582
Total liabilities and shareholders' equity $321,784,790 $324,048,652
See accompanying notes to consolidated financial statements.
FIRST CHARTER CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
For the Three Months
March 31, March 31,
Interest Income 1995 1994
Interest and fees on loans . . . . . . . . . . . . . . . $ 4,938,810 $ 3,520,909
Federal funds sold . . . . . . . . . . . . . . . . . . . 20,448 33,222
Securities available for sale:
U.S. Government obligations . . . . . . . . . . . . . . 256,338 307,445
U.S. Government agency obligations . . . . . . . . . . 139,108 10,407
Mortgage-backed securities . . . . . . . . . . . . . . 35,199 17,432
Other . . . . . . . . . . . . . . . . . . . . . . . . . 39,963 31,780
Investment securities:
U.S. Government obligations . . . . . . . . . . . . . . -- 10,882
U.S. Government agency obligations . . . . . . . . . . 44,357 26,220
Mortgage-backed securities . . . . . . . . . . . . . . 261,589 332,761
State and municipal obligations, nontaxable . . . . . . 499,639 564,703
Total interest income . . . . . . . . . . . . . . . . 6,235,451 4,855,761
Interest Expense:
Deposits:
Demand . . . . . . . . . . . . . . . . . . . . . . . . 255,136 235,066
Money Market . . . . . . . . . . . . . . . . . . . . . 220,662 187,193
Savings and time . . . . . . . . . . . . . . . . . . . 1,588,115 1,153,696
Short-term borrowings . . . . . . . . . . . . . . . . . . 172,067 71,373
Total interest expense . . . . . . . . . . . . . . . 2.235,980 1,647,328
Net interest income . . . . . . . . . . . . . . . . . 3,999,471 3,208,433
Provision for loan losses . . . . . . . . . . . . . . . . 125,000 75,000
Net interest income after provision for loan losses . 3,874,471 3,133,433
Noninterest income:
Trust income . . . . . . . . . . . . . . . . . . . . . . 317,770 389,572
Service charges on deposit accounts . . . . . . . . . . . 366,742 375,485
Insurance and other commissions . . . . . . . . . . . . . 44,942 50,641
Securities available for sale transactions, net . . . . . 25,894 16,729
Investment securities transactions, net . . . . . . . . . 4,298 9,211
Other . . . . . . . . . . . . . . . . . . . . . . . . . . 79,367 89,642
Total noninterest income . . . . . . . . . . . . . . 839,013 931,280
Noninterest expense:
Salaries and fringe benefits . . . . . . . . . . . . . . 1,389,737 1,388,022
Occupancy and equipment . . . . . . . . . . . . . . . . . 363,383 332,945
Other . . . . . . . . . . . . . . . . . . . . . . . . . . 761,293 806,997
Total noninterest expense . . . . . . . . . . . . . . 2,514,413 2,527,964
Income before income taxes . . . . . . . . . . . . . 2,199,071 1,536,749
Income taxes . . . . . . . . . . . . . . . . . . . . . . 656,000 376,000
Net Income . . . . . . . . . . . . . . . . . . . . . $ 1,543,071 $ 1,160,749
See accompanying notes to consolidated financial statements.
FIRST CHARTER CORPORATION AND SUBSIDIARY
EARNINGS PER SHARE DATA
For the Three Months
March 31, March 31,
1995 1994
Primary income per share data:
Net income . . . . . . . . . . . . . . . . . . . . . . $0.33 $0.25
Average common equivalent shares . . . . . . . . . . . 4,681,993 4,715,047
Income per share data assuming full dilution:
Net income . . . . . . . . . . . . . . . . . . . . . . $0.33 $0.25
Average common equivalent shares . . . . . . . . . . . 4,682,954 4,720,212
Cash dividends declared . . . . . . . . . . . . . . . . . $0.13 $0.09
All per share data has been retroactively adjusted to reflect a stock split
effected in the form of a 33 1/3% stock dividend declared in the fourth quarter of
1994.
See accompanying notes to consolidated financial statements.
FIRST CHARTER CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
For the three months ended March 31, 1995
Unrealized
Add'l Gain in
Common Paid-in Retained value of
Stock Capital Earnings securities Total
Balance,
December 31, 1994 . . . . $ 23,161,250 $ 672 $ 14,205,510 $ 96,150 $37,463,582
Net income for the
three months ended
March 31, 1995 . . . . . . -- -- 1,543,071 -- 1,543,071
Cash dividends of $.13
per share . . . . . . . . -- -- (603,071) -- (603,071)
Purchase and retirement
of common stock . . . . . (85,500) (58,775) (114,750) -- (259,025)
Stock options exercised
and Dividend Reinvestment
Plan stock issued . . . . 70,640 66,371 -- -- 137,011
Unrealized gain on
securities available
for sale . . . . . . . . . -- -- -- 311,513 311,513
Balance,
March 31, 1995 . . . . . . $ 23,146,390 $ 8,268 $ 15,030,760 $ 407,663 $38,593,081
See accompanying notes to consolidated financial statements.
FIRST CHARTER CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Three Months Ended
March 31, March 31,
1995 1994
Cash flows from operating activities:
Net income . . . . . . . . . . . . . . . . . . . . . . . . $ 1,543,071 $ 1,160,749
Adjustments to reconcile net income to net
cash provided by operating activities:
Provision for loan losses . . . . . . . . . . . . . . . 125,000 75,000
Depreciation . . . . . . . . . . . . . . . . . . . . . . 160,210 139,114
Premium amortization and discount accretion, net . . . . (23,112) 41,417
Net gain on investment securities transactions . . . . . (4,298) (9,211)
Net gain on securities available for sale transactions . (25,894) (16,729)
Net loss on sale of premises and equipment . . . . . . . 2,477 --
Decrease (increase) in other assets . . . . . . . . . . 413,646 (152,243)
Increase (decrease) in other liabilities . . . . . . . 308,379 (146,832)
Net cash provided by operating activities . . . . . . 2,499,479 1,091,265
Cash flows from investing activities:
Proceeds from sales of investment securities . . . . . . . 1,725,292 3,010,937
Proceeds from sales of securities available for sale . . . 8,058,438 31,936
Proceeds from maturities and issuer calls of
investment securities, net . . . . . . . . . . . . . . . 8,877,946 3,626,779
Proceeds from maturities of securities available for sale 4,043,037 30,709
Purchase of investment securities . . . . . . . . . . . . (7,948,696) (5,980,050)
Purchase of securities available for sale . . . . . . . . (8,324,042) (5,378,601)
Net increase in loans . . . . . . . . . . . . . . . . . . (5,801,662) (3,778,047)
Proceeds from sale of premises and equipment . . . . . . . 8,125 --
Purchase of premises and equipment . . . . . . . . . . . . (550,914) (196,636)
Net cash provided (used) in investing activities . . 87,524 (8,632,973)
Cash flows from financing activities:
Net increase in demand, NOW, Money Market and
savings accounts . . . . . . . . . . . . . . . . . . . . 1,058,008 4,622,853
Net increase (decrease) in certificates of deposit . . . . (401,060) 662,360
Net increase (decrease) in securities sold under
repurchase agreements and other short-term borrowings . (4,390,562) 5,387,488
Net increase in advances for taxes and insurance . . . . . 16,874 19,473
Purchase of common stock . . . . . . . . . . . . . . . . . (259,025) (464,511)
Proceeds from issuance of common stock . . . . . . . . . . 137,011 237,965
Dividends paid . . . . . . . . . . . . . . . . . . . . . . (603,071) (419,423)
Net cash provided (used) by financing activities . . (4,441,825) 10,046,205
Net increase (decrease) in cash and cash equivalents . . . (1,854,822) 2,504,497
Cash and cash equivalents at beginning of period . . . . . 18,110,298 12,857,677
Cash and cash equivalents at end of period . . . . . . . . $ 16,255,476 $ 15,362,174
(Continued)
FIRST CHARTER CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
For the Three Months Ended
March 31, March 31,
1995 1994
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,160,387 $ 1,608,851
Income taxes . . . . . . . . . . . . . . . . . . . . . . . $ 5,971 $ 22,643
Supplemental disclosure of non-cash transactions:
Transfer of loans and premises and equipment to other
real estate owned . . . . . . . . . . . . . . . . . . . -- $ 29,901
Unrealized gains (loss) in value of securities available
for sale (net of tax effect of $199,164 and $(125,697)
for 1995 and 1994, respectively) . . . . . . . . . . . . $ 311,513 $ (196,603)
See accompanying notes to consolidated financial statements.
FIRST CHARTER CORPORATION AND SUBSIDIARY
NOTES TO INTERIM FINANCIAL STATEMENTS
1. Primary earnings per share and income per share assuming full dilution
are computed based on the weighted average number of shares outstanding
during the period, including Common Stock equivalent shares applicable to
stock options, assuming the exercise of outstanding stock options at
market value per share.
2. In certain instances, amounts reported in the 1994 financial statements
have been reclassified to present them in the format selected for 1995.
Such reclassifications have no effect on net income or shareholders'
equity as previously reported.
3. The information furnished in this report reflects all adjustments which
are, in the opinion of management, necessary to present a fair statement
of the financial condition and the results of operations for the interim
period. All such adjustments were of a normal recurring nature.
4. Effective January 1, 1995 the Corporation adopted Financial Accounting
Standards Board ("Statement 114") No. 114 "Accounting by Creditors for
Impairment of a Loan". This requires that all creditors value all
specifically reviewed loans for which it is probable that the creditor
will be unable to collect all amounts due (principal and interest)
according to the terms of the loan agreement at either the present value
of expected cash flows discounted at the loans's effective interest rate,
or the fair value of the collateral for certain collateral dependent
loans. At March 31, 1995 the allowance for loan losses related to loans
that were identified for evaluation in accordance with Statement 114 was
determined based on one of the methods discussed above.
The following table presents changes in the allowance for loan losses for
the period ended March 31, 1995:
Beginning Balance $2,816,172
Add:
Provision charged to operations 125,000
2,941,172
Less:
Loan charge-offs 80,031
Less loan recoveries 33,217
Net loan charge-offs 46,814
Ending Balance $2,894,358
At March 31, 1995, the recorded investment in loans that were considered
to be impaired under Statement 114 was $2,370,515 (of which $1,964,866 was on
nonaccrual). The related allowance for loan losses on these loans was
$1,018,919. The average recorded investment in impaired loans for the quarter
was $2,385,441. For the quarter ended March 31, 1994, the Corporation
recognized interest income on impaired loans of $8,797, none of which was
recognized using the cash method of income recognition.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The consolidated balance sheets of First Charter Corporation (the
"Corporation") represent account balances for the Corporation and its wholly
owned banking subsidiary, First Charter National Bank (the "Bank").
LIQUIDITY
The Bank's major source of liquidity is its core deposit base. Liquidity
is further provided by maturities in the investment portfolio, the ability to
secure public deposits, the availability of Federal fund lines at correspondent
banks and the ability to borrow from the Federal Reserve Bank discount window.
In addition to these sources, the Bank is a member of the Federal Home Loan Bank
("FHLB") System which provides access to FHLB lending sources. Another source
of liquidity is the securities available for sale portfolio which may be sold in
response to liquidity needs. Management believes the Bank's sources of
liquidity are adequate to meet operating needs and deposit withdrawal
requirements.
CAPITAL RESOURCES
At March 31, 1995, total shareholders' equity was $38,593,081, or $8.34
per share compared to $37,463,582, or $8.09 per share at December 31, 1994.
The following table represents the required capital guidelines as issued
by the Federal Reserve Bank ("FRB") and the Corporation's compliance with the
standards as of March 31, 1995.
Risk-Based Capital
Leverage Capital Tier 1 Capital Total Capital
Amount % (1) Amount % (2) Amount % (2)
Actual 38,185 11.88 38,185 16.49 41,079 17.74
Required 12,855 4.00 9,263 4.00 18,526 8.00
Excess 25,330 7.88 28,922 12.49 22,553 9.74
(1) Percentage of total adjusted assets. The FRB minimum leverage ratio
requirement is 3% to 5%, depending on the institution's composite rating as
determined by its regulators. The FRB has not advised the Corporation of any
specific requirements applicable to it.
(2) Percentage of risk-weighted assets.
REGULATORY RECOMMENDATIONS
Management is not presently aware of any current recommendations to the
Corporation or to the Bank by regulatory authorities which, if they were to be
implemented, would have a material effect on the Corporation's liquidity,
capital resources, or operations.
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Net income for the quarter ended March 31, 1995 was $1,543,071, or $0.33
share versus $1,160,749, or $0.25 per share for the comparable period in 1994
which represents a 32.9% increase. The increase is primarily attributable to
increases in net interest income. On an annualized basis, these results
represent a return on average assets of 1.96% versus 1.60% at March 31, 1994 and
a return on average equity of 16.00% versus 13.00%.
Loan demand was strong during the first quarter of 1995. As a result,
gross loans increased 2.8% to $209,712,744 from $203,935,504 at December 31,
1994. Total deposits increased slightly to $267,009,482 from $266,352,534 at
December 31, 1994. Investment securities totaled $58,419,626 at March 31, 1995
for a decrease of approximately $2.6 million from December 31, 1994. The
decrease was primarily due to the sale of seasoned mortgage-backed securities
with a greater than 85% paydown, paydowns in the mortgage backed portfolio and
maturities of municipal securities. Investment securities had gross unrealized
gains of $1,061,872 and gross unrealized losses of $1,857,630 at March 31, 1995.
Securities available for sale totaled $27,554,264 at March 31, 1995 for a
decrease of approximately $3.2 million. Proceeds from sales and maturities in
the investment and securities available for sale portfolios were used to fund
the increased loan demand and to reinvest in additional securities. The
carrying value of securities available for sale was $668,300 above their
amortized cost at March 31, 1995. Total assets at March 31, 1995 were
$321,784,790 compared to $324,048,652 at December 31, 1994.
First quarter net interest income before provision for loan losses
increased $791,038, or 24.7% for the period ending March 31, 1995 over the
comparable 1994 quarter. The increase is attributable to an increase in the
level of interest earning assets, as well as an improvement in the net interest
margin to 5.85% at March 31, 1995 compared to 5.16% at March 31, 1994. The
average yield on earning assets was 8.92% at March 31, 1995 compared to 7.67% at
March 31, 1994. The average rate paid on interest-bearing liabilities was 3.93%
at March 31, 1995 compared to 3.15% at March 31, 1994.
Management continues to assess interest rate risk based on an earnings
simulation model. The Bank's balance sheet is liability sensitive, meaning that
in a given period there will be more liabilities than assets subject to
immediate repricing as market rates change. Because immediately rate sensitive
interest-bearing liabilities exceed rate sensitive assets, the earnings position
could improve in a declining rate environment and could deteriorate in a rising
rate environment, depending on the correlation of rate changes in these two
categories. Although rates increased during the periods analyzed, the earnings
position improved because interest income was positively impacted by the
increases in the prime rate of interest from 6.25% at March 31, 1994 to 9.0% at
March 31, 1995. Funding costs increased, but not as quickly or in the same
magnitude as the repricing of prime-based loans. As liabilities are repriced in
response to rising rates, net interest income could decline.
The provision for loan losses for the quarter ended March 31, 1995 was
$125,000 compared to $75,000 for the quarter ended March 31, 1994. The increase
in the provision was primarily attributable to the increase in gross loans
outstanding. The allowance as a percentage of gross loans remained unchanged at
1.38% at March 31, 1995 compared to December 31, 1994. Management continues to
perform a monthly analysis of the allowance utilizing a system for risk grading
the portfolio. Based on this review, management believes the allowance to be
adequate.
Nonperforming assets at March 31, 1995 were $4,342,765 or 2.05% of gross
loans and foreclosed properties compared to $5,062,343 or 2.46% at December 31,
1994. The level of nonperforming assets is presented in the following table.
March 31, December 31,
1995 1994
Loans:
Nonaccrual loans $2,078,946 $2,033,122
Loans 90 days or more past
due and still accruing 422,191 1,187,593
Foreclosed Property 1,527,666 1,527,666
Other Real Estate 313,962 313,962
Net charge-offs for the three month period ended March 31, 1995 were
$47,000 compared to $90,000 for the same period in 1994.
Interest income that would have been recorded on nonaccrual loans for the
three months ended March 31, 1995, had they performed in accordance with their
original terms, amounted to $52,082. Interest income on nonaccrual loans
included in the results of operations for the three months ended March 31, 1995
amounted to approximately $2,200.
Noninterest income decreased approximately $92,000 or 9.9% for the three
month period ended March 31, 1995 over the comparable period in 1994. The major
components of this decrease were lower trust income due to the absence of one-
time estate fees earned in 1994 and lower service charges due to lower
commercial account service charges.
Noninterest expense decreased approximately $14,000 or 0.5% for the three
month period ended March 31, 1995 over the comparable period in 1994. Salaries
and fringe benefits for the first quarter of 1995 were maintained at first
quarter 1994 levels. Occupancy and equipment increased due to the initial cost
of check imaging software and hardware. Efficiencies from this new process will
not be realized until the latter part of 1995. Decreases have occurred in other
professional fees, advertising, other insurance, foreclosed properties and other
expenses.
Total income tax expense for the quarter ended March 31, 1995 was
$656,000 compared to $376,000 for the comparable period in 1994. The increase
is attributable to an increase in income before taxes and an increase in the
effective tax rate.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibits No.
(per Exhibit Table
in item 601 of
Regulation S-K) Description of Exhibits
3.1 Restated Charter of the Registrant,
incorporated herein by reference to
Exhibit 3.1 of the Registrant's Annual
Report on Form 10-K for the fiscal year
ended December 31, 1994 (Commission File
No. 0-15829).
3.2 By-laws of the Registrant, as amended,
incorporated herein by reference to
Exhibit 3.2 of the Registrant's Annual
Report on Form 10-K for the fiscal year
ended December 31, 1992 (Commission File
No. 0-15829).
11 Statements regarding computation of per
share earnings.
27 Financial Data Schedules
(b) No reports on Form 8-K were filed this quarter.
Signatures
Pursuant to the requirements 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.
FIRST CHARTER CORPORATION
(Registrant)
Date: May 9, 1995 By \s\ Robert O. Bratton
Robert O. Bratton
Executive Vice President and
Principal Financial and
Accounting Officer
EXHIBIT INDEX
Exhibits No.
(per Exhibit Table
in item 601 of Sequential
Regulation S-K) Description of Exhibits Page Number
11 Statements regarding
computation of per share
earnings.
27 Financial Data Schedules