UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended JUNE 30, 1997
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OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 0-16181
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ABC BANCORP
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(Exact name of registrant as specified in its charter)
GEORGIA 58-1456434
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(State of incorporation) (IRS Employer ID No.)
310 FIRST STREET, SE MOULTRIE, GA 31768
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(Address of principal executive offices)
(912) 890-1111
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(Registrant's telephone number)
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
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THERE WERE 6,745,331 SHARES OF COMMON STOCK OUTSTANDING AS OF JUNE 30, 1997.
1
ABC BANCORP
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 1997
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Item Page
- ---- ----
1. Financial Statements
Consolidated Balance Sheets 3
Consolidated Statements of Income 4
Consolidated Statements of Cash Flows 6
Notes to Consolidated Financial Statements 7
2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
PART II - OTHER INFORMATION
3. Submission of Matters to a Vote of
Securities Holders 16
6. Exhibits and Reports on Form 8-K 17
SIGNATURE 18
2
ABC BANCORP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
-----------------------------------------------------------------------------------------------
Jun 30 Dec 31
1997 1996
------------ ------------
Assets
Cash and due from banks $ 27,371 $ 40,894
Federal funds sold 581 5,120
Securities available for sale, at fair value 81,368 86,148
Securities held to maturity, at cost 31,835 31,990
Loans 467,180 438,390
Less allowance for loan losses 6,915 6,873
Loans, net 460,265 431,517
-------- --------
Premises and equipment, net 17,153 15,640
Other assets 23,894 23,723
-------- --------
$642,467 $635,032
======== ========
Liabilities and Stockholders' Equity
Deposits
Noninterest-bearing demand $ 73,029 $ 81,448
Interest-bearing demand 109,171 116,777
Savings 42,218 43,332
Time, $100,000 and over 83,086 78,998
Other time 233,201 225,183
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Total deposits 540,705 545,738
Federal funds purchased & securities sold under
repurchase agreements 4,116 997
Other borrowings 30,750 24,200
Other liabilities 6,758 6,428
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Total liabilities 582,329 577,363
-------- --------
Stockholders' equity
Common stock,par value $1; 15,000,000 shares authorized
7,017,684 shares issued, respectively 7,018 7,018
Surplus 28,062 28,062
Retained earnings 26,627 24,203
Unrealized gains (losses) on securities available for sale,
net of taxes (14) (59)
-------- --------
61,693 59,224
Less cost of 272,353 shares acquired for the treasury (1,555) (1,555)
-------- --------
Total stockholders' equity 60,138 57,669
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$642,467 $635,032
======== ========
See Notes to Consolidated Financial Statements.
3
ABC BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
THREE MONTHS ENDED JUNE 30, 1997 AND 1996
(DOLLARS IN THOUSANDS)
(UNAUDITED)
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1997 1996
------------ ------------
Interest income
Interest and fees on loans $11,973 $ 9,184
Interest on taxable securities 1,540 1,192
Interest on nontaxable securities 274 221
Interest on deposits in other banks 14 0
Interest on Federal funds sold 15 254
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13,816 10,851
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Interest expense
Interest on deposits 5,637 4,420
Interest on securities sold under repurchase
agreements and other borrowings 513 117
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6,150 4,537
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Net interest income 7,666 6,314
Provision for loan losses 501 335
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Net interest income after provision for loan losses 7,165 5,979
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Other income
Service charges on deposit accounts 1,275 859
Other service charges, commissions and fees 418 390
Other 154 69
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1,847 1,318
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Other expense
Salaries and employee benefits 3,320 2,419
Equipment expense 512 358
Occupancy expense 390 297
Amortization of intangible assets 172 90
Data processing fees 82 166
Directors fees 142 113
FDIC premiums 64 30
Other operating expenses 1,413 1,025
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6,095 4,498
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Income before income taxes 2,917 2,799
Applicable income taxes 1,016 904
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Net income $ 1,901 $ 1,895
======= ========
Income per common share $ 0.28 $ 0.30
======= ========
Average shares outstanding 6,745,331 6,297,749
========= =========
See Notes to Consolidated Financial Statements.
4
ABC BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
SIX MONTHS ENDED JUNE 30, 1997 AND 1996
(DOLLARS IN THOUSANDS)
(UNAUDITED)
------------------------------------------------------------------------------------------------------
1997 1996
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Interest income
Interest and fees on loans $23,596 $17,467
Interest on taxable securities 3,049 2,336
Interest on nontaxable securities 546 409
Interest on deposits in other banks 61 3
Interest on Federal funds sold 60 733
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27,312 20,948
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Interest expense
Interest on deposits 11,126 8,798
Interest on securities sold under repurchase
agreements and other borrowings 889 213
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12,015 9,011
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Net interest income 15,297 11,937
Provision for loan losses 1,085 583
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Net interest income after provision for loan losses 14,212 11,354
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Other income
Service charges on deposit accounts 2,500 1,826
Other service charges, commisions and fees 895 706
Other 188 119
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3,583 2,651
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Other expense
Salaries and employee benefits 6,723 4,699
Equipment expense 1,043 679
Occupancy expense 777 602
Amortization of intangible assets 340 169
Data processing fees 174 314
Directors fees 287 203
FDIC premiums 126 58
Other operating expenses 2,797 1,972
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12,267 8,696
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Income before income taxes 5,528 5,309
Applicable income taxes 1,895 1,739
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Net income $ 3,633 $ 3,570
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Income per common share $ 0.54 $ 0.57
======= =======
Average shares outstanding 6,745,331 6,270,121
========= =========
See Notes to Consolidated Financial Statements.
5
ABC BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 1997 AND 1996
(DOLLARS IN THOUSANDS)
(UNAUDITED)
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1997 1996
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CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 3,633 $ 3,570
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Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 827 598
Provision for loan losses 1,085 583
Amortization of intangible assets 340 169
Other prepaids, deferrals and accruals, net (217) 959
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Total adjustments 2,035 2,309
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Net cash provided by operating activities 5,668 5,879
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CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturities of investment securities 867 14,907
Purchase of investment securities (1,200) (22,991)
Proceeds from sales of securities available for sale 5,354 2,130
(Increase)decrease in Federal funds sold 4,539 42,325
(Increase) decrease in loans (29,833) (38,032)
Purchase of premises and equipment (2,340) (724)
Merger accounted for as a purchase -- (3,947)
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Net cash provided by (used in) investing activities (22,613) (6,332)
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CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in deposits (5,033) (12,611)
Net increase (decrease) in repurchase agreements 3,119 (7,086)
Increase (decrease) in short-term borrowings 6,550 17,395
Proceeds from sale of stock of pooled subsidiary -- --
Dividends paid (1,214) (676)
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Net cash provided by financing activities 3,422 (2,978)
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Net decrease in cash and due from banks $(13,523) $ (3,431)
Cash and due from banks at beginning of period 40,894 29,841
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Cash and due from banks at end of period $ 27,371 $ 26,410
======== ========
See Notes to Consolidated Financial Statements.
6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
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NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accounting and reporting policies of ABC Bancorp and subsidiaries ("the
Company") conform to generally accepted accounting principles and to general
practices within the banking industry. The interim consolidated financial
statements included herein are unaudited, but reflect all adjustments which, in
the opinion of management, are necessary for a fair presentation of the
consolidated financial position and results of operations for the interim
periods presented. All adjustments reflected in the interim financial
statements are of a normal, recurring nature. All per share amounts have been
adjusted to reflect the 5-for-4 stock split effected in the form of a 25% stock
dividend on shares outstanding as of April 15, 1997. Such financial statements
should be read in conjunction with the financial statements and notes thereto
and the report of independent auditors included in the Company's Form 10-K
Annual Report for the year ended December 31, 1996. The results of operations
for the six months ended June 30, 1997 are not necessarily indicative of the
results to be expected for the full year.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
Liquidity management involves the matching of the cash flow requirements of
customers, who may be either depositors desiring to withdraw funds or borrowers
needing assurance that sufficient funds will be available to meet their credit
needs, and the ability of ABC Bancorp and its subsidiaries (the "Company") to
meet those needs. The Company strives to maintain an adequate liquidity
position by managing the balances and maturities of interest-earning assets and
interest-bearing liabilities so that the balance it has in short-term
investments (Federal funds sold) at any given time will adequately cover any
reasonably anticipated immediate need for funds. Additionally, the subsidiary
banks (the "Banks") maintain relationships with correspondent banks which could
provide funds to them on short notice, if needed.
The liquidity and capital resources of the Company is monitored on a periodic
basis by state and Federal regulatory authorities. As determined under
guidelines established by these regulatory authorities, the Banks' liquidity
ratios at June 30, 1997 were considered satisfactory. At that date, the Banks'
Federal funds sold were adequate to cover any reasonably anticipated immediate
need for funds. The Company is aware of no events or trends likely to result in
a material change in liquidity. At June 30, 1997, the Company's and the Banks'
capital asset ratios were considered adequate based on guidelines established by
regulatory authorities. During the six months ended June 30, 1997, total
capital increased $2.5 million to $60.2 million. This increase in capital
resulted from the retention of net earnings of $2.5 million (after deducting
dividends to shareholders of $1.2 million) and an increase of $.05 million in
unrealized gains on securities available for sale, net of taxes.
At June 30, 1997, ABC had binding commitments for capital expenditures of
approximately $400,000. The Company anticipates that approximately $1,000,000
will be required for capital expenditures during the remainder of 1997.
Additional expenditures may be required for other mergers and acquisitions. No
additional mergers or acquisitions requiring cash are being negotiated at
present.
8
MERGERS AND ACQUISITIONS
The results of operations for the six months ended June 30, 1997 and 1996
include the operations of the five wholly-owned subsidiary banks held prior to
1996 and the operations of Central Bankshares, Inc., First National Financial
Corporation, and M & F Financial Corporation, which were acquired in 1996 in
transactions that were accounted for as poolings of interests. The results of
operations for the six months ended June 30,1997 also include the operations of
Southland Bancorporation ("Southland"), acquired June 21, 1996, which
transaction was accounted for as a purchase.
On July 17, 1997, the Company purchased the assets and assumed the liabilities
of the Douglas, Georgia banking center of NationsBank. Total assets of $29.3
million were included in the transaction, with loans totaling $7.3 million.
Total deposits of $29.3 million were assumed by ABC. The office will be
operated as an extension of Citizens Security Bank (formerly The Citizens Bank
of Tifton), the Company's wholly-owned subsidiary in Tifton, Georgia ("CSB").
The premium paid upon consummation of this transaction was $3.5 million, and
will be recorded as an intangible asset on the books of CSB. The Company
injected $4.2 million additional capital into CSB in connection with this
transaction.
ABC and Irwin Bankcorp, Inc., Ocilla, Georgia, have entered into a definitive
merger agreement under which CSB will acquire 100% of the equity of Irwin.
Irwin currently has total assets of approximately $38 million, loans of
approximately $17 million, deposits of approximately $31 million and equity of
approximately $5 million. Irwin's wholly-owned subsidiary, The Bank of Ocilla,
will also become an extension of CSB. This transaction is expected to be
completed during August, 1997.
9
NAME CHANGE
On July 18, 1997, ABC's subsidiary in Tifton, Georgia, changed its name from The
Citizens Bank of Tifton to Citizens Security Bank.
RESULTS OF OPERATIONS
The Company's results of operations are determined by its ability to effectively
manage interest income and expense, to minimize loan and investment losses, to
generate noninterest income and to control noninterest expense. Since interest
rates are determined by market forces and economic conditions beyond the control
of the Company, the ability to generate net interest income is dependent upon
the Banks' ability to obtain an adequate spread between the rate earned on
interest-earning assets and the rate paid on interest-bearing liabilities.
Thus, the key performance measure for net interest income is the interest margin
or net yield, which is taxable-equivalent net interest income divided by average
earning assets.
The primary component of consolidated earnings is net interest income, or the
difference between interest income on interest-earning assets and interest paid
on interest-bearing liabilities. The net interest margin is net interest income
expressed as a percentage of average interest-earning assets. Interest-earning
assets consist of loans, investment securities and Federal funds sold.
Interest-bearing liabilities consist of deposits and borrowings such as Federal
funds purchased, securities sold under repurchase agreements and Federal Home
Loan Bank advances. A portion of interest income is earned on tax-exempt
investments, such as state and municipal bonds. In an effort to state this tax-
exempt income and its resultant yields on a basis comparable to all other
taxable investments, an adjustment is made to analyze this income on a taxable-
equivalent basis.
10
COMPARISON OF STATEMENTS OF INCOME
The net interest margin was 5.35% and 5.40% during the three months ended June
30, 1997 and 1996, respectively, a decrease of 5 basis points. The net interest
margin was 5.43% and 5.31% during the six months ended June 30, 1997 and 1996,
respectively, an increase of 12 basis points. These variances are primarily
attributable to fluctuations in the average rates charged and fees earned on
loans.
Net interest income on a taxable-equivalent basis was $7.8 million as compared
to $6.4 million during the three months ended June 30, 1997 and 1996,
respectively, representing an increase of 21.9%. Net interest income on a
taxable-equivalent basis was $15.6 million as compared to $12.1 million during
the six months ended June 30, 1997 and 1996, respectively, representing an
increase of 28.2%. The net interest income on a taxable-equivalent basis during
the six months ended June 30, 1997, includes approximately $2.8 million
attributable to Southland.
The provision for loan losses is a charge to earnings in the current period to
replenish the allowance for loan losses and maintain it at the level management
determines is adequate. The provision for loan losses charged to earnings
amounted to $501,000 and $335,000 during the three months ended June 30, 1997
and 1996 and $1,085,000 and $583,000 during the six months ended June 30, 1997
and 1996, respectively. The provision for loan losses during the six months
ended June 30, 1997, includes approximately $175,000 attributable to Southland.
Following is a comparison of noninterest income for the three and six months
ended June 30, 1997 and 1996 (dollars in thousands).
Three Months Ended
--------------------
June 1997 June 1996
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Service charges on deposits $1,275 $ 859
Other service charges,
commissions & fees 418 390
Other income 154 69
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TOTAL NONINTEREST INCOME $1,847 $1,318
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11
Six Months Ended
--------------------
June 1997 June 1996
--------- ---------
Service charges on deposits $2,500 $1,826
Other service charges,
commissions & fees 895 706
Other income 188 119
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TOTAL NONINTEREST INCOME $3,583 $2,651
====== ======
Total noninterest income for the six months ended June 30, 1997 was $932,000
higher than during the same period in 1996. Total noninterest income for the
six months ended June 30, 1997 includes approximately $658,000 attributable to
Southland.
Following is an analysis of noninterest expense for the three and six months
ended June 30, 1997 and 1996 (dollars in thousands).
Three Months Ended
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June 30,1997 June 30, 1996
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Salaries and employee benefits $3,320 $2,419
Occupancy and equipment expense 902 655
Deposit insurance premium 64 30
Data processing fees 82 166
Other expense 1,727 1,228
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TOTAL NONINTEREST EXPENSE $6,095 $4,498
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Six Months Ended
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June 30,1997 June 30, 1996
------------ -------------
Salaries and employee benefits $ 6,723 $4,699
Occupancy and equipment expense 1,820 1,281
Deposit insurance premium 126 58
Data processing fees 174 314
Other expense 3,424 2,344
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TOTAL NONINTEREST EXPENSE $12,267 $8,696
======= ======
12
Total noninterest expense for the six months ended June 30, 1997 was $ 3,571,000
higher than during the same period in 1996. Total noninterest expense for the
six months ended June 30, 1997, includes approximately $2,019,000 attributable
to Southland.
Salaries and employee benefits for the six months ended June 30, 1997, was
$2,024,000 higher than during the same period in 1996. The remaining increase
in salaries and employee benefits resulted from normal increases in salaries and
bonuses and the addition of several employees by the parent company, including
three senior executives.
Deposit insurance premiums for the six months ended June 30, 1997 was $68,000
higher than during the same period in 1996.
Data processing fees for the six months ended June 30, 1997 were $140,000 lower
than during the same period in 1996. Other operating expense for the six months
ended June 30, 1997 increased $1,080,000 as compared to the same period in 1996.
Following is a condensed summary of net income during the three and six months
ended June 30, 1997 and 1996 (dollars in thousands).
Three Months Ended
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June 30,1997 June 30, 1996
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Net interest income $7,666 $6,314
Provision for loan losses 501 335
Other income 1,847 1,318
Other expense 6,095 4,498
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Income before income
taxes 2,917 2,799
Applicable income taxes 1,016 904
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NET INCOME $1,901 $1,895
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13
Six Months Ended
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June 30,1997 June 30, 1996
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Net interest income $15,297 $11,937
Provision for loan losses 1,085 583
Other income 3,583 2,651
Other expense 12,267 8,696
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Income before income
taxes $ 5,528 $ 5,309
Applicable income taxes 1,895 1,739
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NET INCOME $ 3,633 $ 3,570
======= =======
Net income increased $63,000 or 1.76% to $3,633,000 for the six months ended
June 30, 1997 as compared to $3,570,000 for the six months ended June 30, 1996.
Net interest income of ABC and its subsidiaries increased 3,360,000, offset by
an increase in provision for loan losses of $502,000 and an increase in all
other net noninterest expense of $3,571,000.
14
COMPARISON OF BALANCE SHEETS
Total assets increased by $7.4 million, or 1.2%, to $642.5 million at June 30,
1997 from $635.0 million at December 31, 1996.
Total earning assets increased by $18.3 million, or 3.25%, to $581.2 million at
June 30, 1997 from $562.9 million at December 31, 1996.
Total loans, net of the allowance for loan losses, increased by $28.7 million,
or 6.7%, to $460.2 million at June 30, 1997 from $431.5 million at December 31,
1996.
Total deposits decreased by $5.0 million, or 1.00%, to $540.7 million at June
30, 1997 from $545.7 million at December 31, 1996. Approximately 13.5% and 14.9%
of deposits were noninterest-bearing as of June 30, 1997 and December 31, 1996,
respectively.
The allowance for loan losses represents a reserve for potential losses in the
loan portfolio. The adequacy of the allowance for loan losses is evaluated
quarterly based on a review of all significant loans, with a particular emphasis
on non-accruing, past due and other loans that management believes require
attention. Another factor used in determining the adequacy of the reserve is
management's judgment about factors affecting loan quality and assumptions about
the local and national economy.
The allowance for loan losses was 1.5% and 1.6% of total loans outstanding at
June 30, 1997 and December 31, 1996. Management considers the allowance for
loan losses as of June 30, 1997 adequate to cover potential losses in the loan
portfolio.
15
PART II. OTHER INFORMATION
ITEM 3. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
The Annual Meeting of the Shareholders of the Company was held on April 15,
1997. At this meeting proxies were solicited under Regulation 14a of the
Securities and Exchange Act of 1934. Total shares outstanding, net of 217,882
shares held for the treasury amounted to 5,396,561. A total of 3,133,490 shares
were represented by shareholders in attendance or by proxy by a vote of
3,013,117 for, and 120,373 withholding authority, representing 96% in favor of
the following directors elected to serve one year until the next annual meeting.
Johnny W. Floyd J. Raymond Fulp
Kenneth J. Hunnicutt Daniel B. Jeter
Willard Lasseter Bobby B. Lindsey
Hal L. Lynch John Mobley
Eugene M. Vereen, Jr. Doyle Weltzbarker
Sidney J. Wooten Henry C. Wortman
Joe Parker retired as a director of the Company.
By a vote of 2,793,001 for, 189,281 against, 30,835 abstaining, the shareholders
approved an amendment to the Company by-laws to divide the Company's Board of
Directors into three classes to serve staggered terms. By a vote of 2,977,050
for, 100,806 against, and 55,634 abstaining, the shareholders approved the
adoption of the Company's 1997 incentive stock option plan for Kenneth J.
Hunnicutt. By a vote of 2,958,499 for, 110,890 against, and 64,101 abstaining,
the shareholders approved the adoption of the Company's Omnibus Stock Ownership
and Long Term Incentive Plan for the officers and managerial employees. By a
vote of 3,119,111 for, 3,293 against, and 11,086 abstaining, the shareholders
approved the ratification of the appointment of Mauldin & Jenkins, LLC as the
Company's independent accountants for the fiscal year ended December 31, 1996.
16
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A. Exhibits - None.
B. ABC has filed a Report on Form 8-K, dated May 15, 1997, concerning the
execution and delivery of an Agreement and Plan of Merger by ABC and Irwin
Bankcorp, Inc., Ocilla, Georgia ("Irwin"). No financial information concerning
ABC or Irwin was filed with such Form 8-K.
17
SIGNATURE
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:
ABC BANCORP
8/11/97 /s/ W. Edwin Lane, Jr.
- ------------------- -----------------------------------
DATE W. EDWIN LANE, JR.
EXECUTIVE VICE PRESIDENT &
CHIEF FINANCIAL OFFICER
(DULY AUTHORIZED OFFICER AND PRINCIPAL
FINANCIAL/ACCOUNTING OFFICER)
18