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, 1998
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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
--- ---
THERE WERE 7,252,365 SHARES OF COMMON STOCK OUTSTANDING AS OF JUNE 30, 1998.
1
ABC BANCORP
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 1998
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Item Page
- ----- ----
1. Financial Statements
Consolidated Balance Sheets 3
Consolidated Statements of Income and
Comprehensive 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)
- --------------------------------------------------------------------------------
JUNE 30 DEC 31
1998 1997
ASSETS
- ------
Cash and due from banks $ 43,561 $ 36,261
Federal Funds sold 190 890
Securities available for sale, at fair value 90,794 93,199
Securities held to maturity, at cost 25,259 30,020
Loans 503,856 490,244
Less allowance for loan losses 10,497 7,627
-------- ---------
Loans, net 493,359 482,617
-------- ---------
Premises and equipment, net 18,939 19,054
Other assets 27,791 29,845
-------- ---------
$699,893 $691,886
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Deposits
Noninterest -bearing demand $ 78,619 $ 90,109
Interest-bearing demand 125,812 128,294
Savings 49,143 46,715
Time, $100,000 and over 96,059 85,937
Other time 258,937 249,656
-------- ---------
Total deposits 608,570 600,711
Federal funds purchased & securities sold under
repurchase agreements 612 660
Other borrowings 15,971 15,400
Other liabilities 6,210 6,962
-------- ---------
Total liabilities 631,363 623,733
-------- ---------
STOCKHOLDERS' EQUITY
Common stock,par value $1; 15,000,000 shares authorized
7,524,718 shares issued 7,525 7,525
Surplus 29,677 29,677
Retained earnings 32,666 32,264
Accumulated other comprehensive income 217 242
-------- ---------
70,085 69,708
Less cost of 272,353 shares acquired for the treasury (1,555) (1,555)
-------- ---------
Total stockholders' equity 68,530 68,153
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$699,893 $691,886
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SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
3
ABC BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
THREE MONTHS ENDED JUNE 30, 1998 AND 1997
(Dollars in Thousands)
(Unaudited)
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1998 1997
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INTEREST INCOME
Interest and fees on loans $12,762 $12,387
Interest on taxable securities 1,617 1,771
Interest on nontaxable securities 301 299
Interest on deposits in other banks 189 13
Interest on Federal funds sold 11 51
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14,880 14,521
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INTEREST EXPENSE
Interest on deposits 6,383 5,922
Interest on securities sold under repurchase
agreements and other borrowings 243 519
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6,626 6,441
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Net interest income 8,254 8,080
PROVISION FOR LOAN LOSSES 692 506
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Net interest income after provision
for loan losses 7,562 7,574
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OTHER INCOME
Service charges on deposit accounts 1,432 1,321
Other service charges, commissions and fees 471 433
Other 236 157
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2,139 1,911
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OTHER EXPENSE
Salaries and employee benefits 3,770 3,481
Equipment expense 590 531
Occupancy expense 461 402
Amortization of intangible assets 196 164
Data processing fees 82 106
Directors fees 168 159
FDIC premiums 55 67
Other operating expenses 1,865 1,466
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7,187 6,376
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Income before income taxes 2,514 3,109
Applicable income taxes 895 1,069
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NET INCOME $ 1,619 $ 2,040
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OTHER COMPREHENSIVE INCOME, NET OF TAX:
Unrealized holding gains (losses) arising
during period $ (21) $ 455
COMPREHENSIVE INCOME $ 1,598 $ 2,495
========= =========
Income per common share-Basic $ 0.22 $ 0.28
========= =========
Income per common share-Diluted $ 0.22 $ 0.28
========= =========
Average shares outstanding 7,252,365 7,252,365
========= =========
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
4
ABC BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
SIX MONTHS ENDED JUNE 30, 1998 AND 1997
(Dollars in Thousands)
(Unaudited)
- --------------------------------------------------------------------------------
1998 1997
----------- ----------
INTEREST INCOME
Interest and fees on loans $25,400 $24,403
Interest on taxable securities 3,265 3,510
Interest on nontaxable securities 603 597
Interest on deposits in other banks 303 61
Interest on Federal funds sold 31 140
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29,602 28,711
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INTEREST EXPENSE
Interest on deposits 12,636 11,702
Interest on securities sold under repurchase
agreements and other borrowings 561 892
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13,197 12,594
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Net interest income 16,405 16,117
PROVISION FOR LOAN LOSSES 3,320 1,105
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Net interest income after provision
for loan losses 13,085 15,012
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OTHER INCOME
Service charges on deposit accounts 2,768 2,586
Other service charges, commissions and fees 1,056 935
Other 287 196
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4,111 3,717
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OTHER EXPENSE
Salaries and employee benefits 7,749 7,049
Equipment expense 1,169 1,085
Occupancy expense 887 799
Amortization of intangible assets 425 332
Data processing fees 171 222
Directors fees 329 304
FDIC premiums 117 132
Other operating expenses 3,481 2,910
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14,328 12,833
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Income before income taxes 2,868 5,896
Applicable income taxes 1,015 1,992
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NET INCOME $ 1,853 $ 3,904
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OTHER COMPREHENSIVE INCOME, NET OF TAX:
Unrealized holding gains (losses) arising
during period $ (25) $ 32
COMPREHENSIVE INCOME 1,828 $ 3,936
========= =========
Income per common share-Basic $ 0.26 $ 0.54
========= =========
Income per common share-Diluted $ 0.25 $ 0.53
========= =========
Average shares outstanding 7,252,365 7,252,365
========= =========
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
5
ABC BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 1998 AND 1997
(DOLLARS IN THOUSANDS)
(UNAUDITED)
1998 1997
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 1,853 $ 3,904
-------- --------
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation $ 989 $ 858
Provision for loan losses 3,320 1,105
Amortization of intangible assets 425 332
Other prepaids, deferrals and accruals, net 898 398
-------- --------
Total adjustments 5,632 2,693
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Net cash provided by operating activities 7,485 6,597
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturities of investment
securities 36,868 26,167
Purchase of investment securities (29,750) (26,590)
Proceeds from sales of securities available
for sale 5,964
(Increase)decrease in Federal funds sold 700 6,739
(Increase) decrease in loans (14,061) (31,908)
Purchase of premises and equipment (874) (3,202)
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Net cash used in investing activities (7,117) (22,830)
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CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in deposits 7,859 (6,194)
Net increase (decrease) in repurchase agreements (48) 3,119
Increase (decrease) in other borrowings 571 6,550
Dividends paid (1,450) (1,214)
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Net cash provided by (used in) financing
activities 6,932 2,261
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Net increase (decrease) in cash and due from
banks $ 7,300 $(13,972)
Cash and due from banks at beginning of period 36,261 42,901
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Cash and due from banks at end of period $ 43,561 $ 28,929
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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. 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, 1997. The results of operations for the six
months ended June 30, 1998 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, 1998 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, 1998, 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, 1998, total
capital increased $377,000 to $68,530,000. This increase in capital resulted
from the retention of net earnings of $1,853,000 (after deducting dividends to
shareholders $1,451,000) and a decrease of $25,000 in unrealized gains on
securities available for sale, net of taxes.
At June 30, 1998, ABC had no binding commitments for capital expenditures.
The Company anticipates that approximately $1,000,000 will be required for
capital expenditures during the remainder of 1998. 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
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 Douglas branch is now
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 was 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.
On August 31, 1997, CSB acquired 100% of the equity of Irwin Bankcorp, Inc.,
Ocilla, Georgia. The acquisition was accounted for as a pooling of interests.
Irwin had total assets of approximately $38 million, loans of approximately $17
million, deposits of approximately $31 million and equity of approximately $6
million. Irwin's wholly-owned subsidiary, The Bank of Ocilla, also became a
branch of CSB.
9
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 5.28% and 5.43% during the six months ended June
30, 1998 and 1997, respectively, a decrease of 15 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 $16.8 million as
compared to $16.5 million during the six months ended June 30, 1998 and 1997,
respectively, representing an increase of 1.8%.
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 $3,320,000 and $1,105,000 during the six months ended June 30, 1998
and 1997, respectively. Adverse weather conditions during the previous several
months in most of the Company's market areas had an adverse impact on some large
loans in the Company's portfolio. Management is carefully monitoring the
economic conditions, the collateral associated with selected loans and the
ability of the customers to repay specific loans in accordance with the
negotiated loan agreements.
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 2.08% and 1.56% of total loans outstanding
at June 30, 1998 and December 31, 1997. Management considers the allowance for
loan losses as of June 30, 1998 adequate to cover potential losses in the loan
portfolio.
11
Following is a comparison of noninterest income for the three and six months
ended June 30, 1998 and 1997 (dollars in thousands).
Three Months Ended
------------------
June 30, 1998 June 30, 1997
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Service charges on deposits $1,432 $1,321
Other service charges,
commissions & fees 471 433
Other income 236 157
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TOTAL NONINTEREST INCOME $2,139 $1,911
====== ======
Six Months Ended
----------------
June 30, 1998 June 30, 1997
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Service charges on deposits $2,768 $2,586
Other service charges,
commissions & fees 1,056 935
Other income 287 196
------ ------
TOTAL NONINTEREST INCOME $4,111 $3,717
====== ======
Total noninterest income for the six months ended June 30, 1998 was $394,000
higher than during the same period in 1997.
12
Following is an analysis of noninterest expense for the three and six months
ended June 30, 1998 and 1997 (dollars in thousands).
Three Months Ended
------------------
June 30, 1998 June 30, 1997
------------- -------------
Salaries and employee benefits $3,770 3,481
Occupancy and equipment expense 1,051 933
Deposit Insurance Premium 55 67
Data processing fees 82 106
Other expense 2,229 1,789
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TOTAL NONINTEREST EXPENSE $7,187 $6,376
====== ======
Six Months Ended
----------------
June 30, 1998 June 30, 1997
------------- -------------
Salaries and employee benefits $ 7,749 7,049
Occupancy and equipment expense 2,056 1,884
Deposit Insurance Premium 117 132
Data processing fees 171 222
Other expense 4,235 3,546
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TOTAL NONINTEREST EXPENSE $14,328 $12,833
======= =======
Total noninterest expense for the six months ended June 30, 1998 was
$1,495,000 higher than during the same period in 1997.
Salaries and employee benefits for the six months ended June 30, 1998, were
$700,000 higher than during the same period in 1997. The increase in salaries
and employee benefits resulted from normal increases in salaries and bonuses and
salaries and benefits for the employees of the Douglas branch of Citizens
Security Bank, which expenses are not included in the operation for the three
and six months ended June 30, 1997.
Deposit insurance premiums for the six months ended June 30, 1998 was $15,000
lower than during the same period in 1997.
Data processing fees for the six months ended June 30, 1998 were $51,000 lower
than during the same period in 1997. Other operating expense for the six months
ended June 30, 1998 increased $689,000 as compared to the same period in 1997.
13
Following is a condensed summary of net income during the three and six months
ended June 30, 1998 and 1997 (dollars in thousands).
Three Months Ended
------------------
June 30, 1998 June 30, 1997
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Net interest income $8,254 $8,080
Provision for loan losses 692 506
Other income 2,139 1,911
Other expense 7,187 6,376
------ ------
Income before income
taxes 2,514 3,109
Applicable income taxes 895 1,069
------ ------
NET INCOME $1,619 $2,040
====== ======
Six Months Ended
----------------
June 30, 1998 June 30, 1997
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Net interest income $16,405 $16,117
Provision for loan losses 3,320 1,105
Other income 4,111 3,717
Other expense 14,328 12,833
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Income before income
taxes 2,868 5,896
Applicable income taxes 1,015 1,992
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NET INCOME $ 1,853 $ 3,904
======= =======
Net income decreased $2,051,000 or 52.54% to $1,853,000 for the six months
ended June 30, 1998 as compared to $3,904,000 for the six months ended June 30,
1997. Net interest income of ABC and its subsidiaries increased $288,000; other
income increased $394,000; provision for loan losses increased $2,215,000; other
noninterest expense increased $1,495,000; and applicable income taxes decreased
$977,000. Net income for the six months ended June 30, 1998 was severely
impacted by the increases in the provision for loan losses in the amount of
$2,215,000 as compared with the amount provided for the same period in 1997.
14
COMPARISON OF BALANCE SHEETS
Total assets increased by $8.0 million, or 1.16%, to $699.9 million at June
30,1998 from $691.9 million at December 31, 1997.
Total earning assets increased by $ 25.7 million, or 4.19%, to $637.8 million
at June 30, 1998 from $612.1 million at December 31, 1997.
Total loans, net of the allowance for loan losses, increased by $10.7 million,
or 2.23%, to $493.4 million at June 30, 1998 from $482.6 million at December 31,
1997.
Total deposits increased by $7.9 million, or 1.31%, to $608.6 million at June
30, 1998 from $600.7 million at December 31, 1997. Approximately 13% and 15% of
deposits were noninterest-bearing as of June 30, 1998 and December 31, 1997,
respectively.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's primary market risk exposure is interest rate risk and, to a
lesser extent, credit risk and liquidity risk. The company has little or no risk
related to trading accounts, commodities or foreign exchange. Interest rate risk
is the exposure of a banking organization's financial condition and earnings
ability to adverse movements in interest rates. The Company has analyzed the
assumed market value risk and earnings risk inherent in its interest rate
sensitive instruments related to interest-rate swings of 200 basis points, both
above and below current levels (rate shock analysis). The Company's overall
interest rate risk was less than 5.50% of net interest income subjected to
rising and falling rates of 200 basis points. Earnings and fair value estimates
are subjective in nature and involve uncertainties and matters of significant
judgment and, therefore, cannot be determined with precision. There have been no
significant changes in the Company's market risk exposure since December 31,
1997.
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 May 12,
1998. At this meeting proxies were solicited under Regulation 14a of the
Securities and Exchange Act of 1934. Total shares outstanding, net of 272,353
shares held for the treasury amounted to 7,252,365. A total of 5,745,799 shares
were represented by shareholders in attendance or by proxy by a vote of
5,534,719 for, and 211,080 withholding authority, representing 76% in favor of
the following directors elected to serve as Class I directors, three years until
the next annual meetings to be held in 1999, 2000, and 2001.
Johnny W. Floyd
Daniel B. Jeter
John M. Mobley, who has been a director of the Company since 1997 and who was a
nominee for election as a Class I director passed away on February 24, 1998.
By a vote of 4,074,004 for, 362,388 against, 109,643 abstaining, the
shareholders approved an amendment to the Company by-laws to provide that any
vacancy on the Board of Directors shall be filled by the directors remaining in
office. By a vote of 4,108,096 for, 416,727 against, 33,301 abstaining, the
shareholders approved an amendment to provide that a director may be removed
only for cause. By a vote of 4,165,539 for, 381,290 against, 12,050 abstaining,
the shareholders approved an amendment to provide that a majority of the
directors would constitute a quorum of the Board of Directors. By a vote of
4,142,887 for, 396,014 against, 19,108 abstaining, the shareholders approved an
amendment to require advance notice of shareholder nominations to the Board of
Directors must be given to the Company and certain information provided in
connection therewith.
16
By a vote of 4,124,558 for, 396,986 against, 36,455 abstaining, the
shareholders approved an amendment to require an affirmative vote of at least
75% of the shareholders entitled to vote (i) to alter, amend or repeal the
provisions of the Articles of Incorporation and Bylaws with respect to the
foregoing matters and the provisions of the Bylaws with respect to the
classification and staggered terms of the director or (ii) to adopt any
provision of the Articles of Incorporation or the Bylaws inconsistent with any
of the foregoing.
By a vote of 5,719,489 for, 9,819 against, 16,491 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, 1997.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
There were no exhibits and reports filed on Form 8-K during the quarter ended
June 30, 1998.
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
8/3/98 /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