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, 1999
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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 7,247,965 shares of Common Stock outstanding as of
June 30, 1999.
1
ABC BANCORP
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 1999
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Item Page
- ----- ----
1. Financial Statements
Consolidated Balance Sheets 3
Consolidated Statements of Income
& 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
3. Quantitative and Qualitative Disclosures about
Market Risk 15
PART II - OTHER INFORMATION
4. Submission of Matters to a Vote of
Securities Holders 16
6. Exhibits and Reports on Form 8-K 16
Signature 17
2
ABC BANCORP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
(Unaudited)
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Jun 30 Dec 31
1999 1998
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Assets
- ------
Cash and due from banks $ 40,848 $ 56,475
Securities available for sale, at fair value 123,059 135,933
Securities held to maturity, at cost 16,453 18,613
Loans 509,758 477,194
Less allowance for loan losses 10,357 10,192
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Loans, net 499,401 467,002
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Premises and equipment, net 19,490 19,088
Other assets 22,024 27,835
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$ 721,275 $ 724,946
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Liabilities and Stockholders' Equity
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Deposits
Noninterest-bearing demand $ 85,835 $ 99,957
Interest-bearing demand 136,385 132,527
Savings 58,624 59,719
Time, $100,000 and over 91,684 93,381
Other time 237,676 247,741
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Total deposits 610,204 633,325
Federal funds purchased & securities sold under
repurchase agreements 1,027 883
Other borrowings 31,169 11,850
Other liabilities 5,280 7,054
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Total liabilities 647,680 653,112
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Stockholders' equity
- --------------------
Common stock, par value $1; 15,000,000 shares authorized
7,560,318 and 7,524,718 shares issued 7,560 7,525
Surplus 30,085 29,677
Retained earnings 39,090 36,280
Accumulated other comprehensive income (712) 322
Unearned Comp-Grants (370) 0
-------------- -------------
75,653 73,804
Less cost of shares acquired for the treasury, 312,353
and 305,153 shares (2,058) (1,970)
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Total stockholders' equity 73,595 71,834
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$ 721,275 $ 724,946
============== =============
See Notes to Consolidated Financial Statements.
3
ABC BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
THREE MONTHS ENDED June 30, 1999 AND 1998
(Dollars in Thousands)
(Unaudited)
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1999 1998
----------- ---------
Interest income
Interest and fees on loans $ 12,434 $ 12,762
Interest on taxable securities 1,766 1,617
Interest on nontaxable securities 272 301
Interest on deposits in other banks 122 189
Interest on Federal funds sold - 11
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14,594 14,880
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Interest expense
Interest on deposits 5,507 6,383
Interest on securities sold under repurchase
agreements and other borrowings 281 243
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5,788 6,626
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Net interest income 8,806 8,254
Provision for loan losses 477 692
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Net interest income after provision for loans losses 8,329 7,562
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Other income
Service charges on deposit accounts 1,363 1,432
Other service charges, commissions and fees 589 471
Other 152 236
Loss on sale of securities (37) -
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2,067 2,139
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Other expense
Salaries and employee benefits 3,893 3,770
Equipment expense 551 590
Occupancy expense 474 461
Amortization of intangible assets 213 196
Data processing fees 192 82
Directors fees 165 168
FDIC premiums 85 55
Other operating expenses 1,550 1,865
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7,123 7,187
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Income before income taxes 3,273 2,514
Applicable income taxes 1,154 895
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Net income $ 2,119 $ 1,619
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Other comprehensive income, net of tax:
Unrealized holding gains (losses) arising during period $ (853) $ (21)
Reclassification adjustment for losses
included in net income, net of tax $ 24 $ -
--------- ---------
Comprehensive income $ 1,290 $ 1,598
========= =========
Income per common share-Basic $ 0.29 $ 0.22
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Income per common share-Diluted $ 0.29 $ 0.22
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Average shares outstanding 7,247,965 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, 1999 AND 1998
(Dollars in Thousands)
(Unaudited)
- ------------------------------------------------------------------------------------------------------------------
1999 1998
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Interest income
Interest and fees on loans $ 24,529 $ 25,400
Interest on taxable securities 3,740 3,265
Interest on nontaxable securities 543 603
Interest on deposits in other banks 313 303
Interest on Federal funds sold - 31
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29,125 29,602
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Interest expense
Interest on deposits 11,207 12,636
Interest on securities sold under repurchase
agreements and other borrowings 492 561
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11,699 13,197
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Net interest income 17,426 16,405
Provision for loan losses 1,009 3,320
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Net interest income after provision for loans losses 16,417 13,085
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Other income
Service charges on deposit accounts 2,644 2,768
Other service charges, commissions and fees 1,243 1,056
Other 208 287
Loss on sale of securities (37) -
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4,058 4,111
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Other expense
Salaries and employee benefits 7,683 7,749
Equipment expense 1,208 1,169
Occupancy expense 926 887
Amortization of intangible assets 426 425
Data processing fees 327 171
Directors fees 328 329
FDIC premiums 147 117
Other operating expenses 2,957 3,481
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14,002 14,328
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Income before income taxes 6,473 2,868
Applicable income taxes 2,220 1,015
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Net income $ 4,253 $ 1,853
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Other comprehensive income, net of tax:
Unrealized holding gains (losses) arising during period $ (1,058) $ (25)
Reclassification adjustment for losses included
in net income, net of tax $ 24 $ -
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Comprehensive income $ 3,219 $ 1,828
========== ==========
Income per common share-Basic $ 0.59 $ 0.26
========== ==========
Income per common share-Diluted $ 0.59 $ 0.25
========== ==========
Average shares outstanding 7,243,494 7,252,365
========== ==========
See Notes to Consolidated Financial Statements.
5
ABC BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED June 30, 1999 AND 1998
(Dollars in Thousands)
(Unaudited)
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1999 1998
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OPERATING ACTIVITIES
Net Income $ 4,253 $ 1,853
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Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 994 989
Provision for loan losses 1,009 3,320
Amortization of intangible assets 426 425
Net loss on securities available for sale (37) -
Other prepaids, deferrals and accruals, net 4,260 898
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Total adjustments 6,652 5,632
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Net cash provided by operating activities 10,905 7,485
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INVESTING ACTIVITIES
Proceeds from maturities of investment securities 48,848 36,868
Purchase of investment securities (45,220) (29,750)
Proceeds from sales of securities available for sale 9,839 -
(Increase) decrease in Federal funds sold - 700
(Increase) decrease in loans (33,408) (14,061)
Purchase of premises and equipment (1,396) (874)
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Net cash used in investing activities (21,337) (7,117)
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FINANCING ACTIVITIES
Net increase (decrease) in deposits (23,121) 7,859
Net increase (decrease) in repurchase agreements 144 (48)
Repay long-term borrowings (2,052) -
Increase (decrease) in other borrowings 21,371 571
Dividends paid (1,449) (1,450)
Purchase treasury stock (88) -
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Net cash provided by (used in) financing activities (5,195) 6,932
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Net increase (decrease) in cash and due from banks $ (15,627) $ 7,300
Cash and due from banks at beginning of period 56,475 36,261
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Cash and due from banks at end of period $ 40,848 $ 43,561
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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, 1998. The results of operations for the six months ended
June 30, 1999 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 available funding at any given
time will adequately cover the projected short-term 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, 1999 were considered satisfactory. At that date, the Banks'
short term investments 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, 1999, 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,
1999, total capital increased $1,761,000 to $73,595,000. This increase in
capital resulted from the retention of net earnings of $2,804,000 (after
deducting dividends to shareholders of $1,449,000), less $88,000 for the
purchase of 7,200 shares acquired for the treasury, plus $79,000 accrual for
award grants, and an decrease of approximately $1,034,000 in unrealized losses
on securities available for sale, net of taxes.
At June 30, 1999, ABC had no binding commitments for capital expenditures.
The Company anticipates that approximately $2,000,000 will be required for
capital expenditures during the remainder of 1999. Additional expenditures may
be required for other mergers and acquisitions. No additional mergers or
acquisitions requiring cash are being negotiated at present.
8
Year 2000 Status
The Company is actively engaged in remediating potential Year 2000
technology problems. All items were inventoried and vendors contacted regarding
Year 2000 readiness of their products. The inventory included computer equipment
and software as well as other items which could contain embedded date chips.
Renovation plans for non-compliant items were developed. The Y2K Business
Resumption Contingency Plan was completed and forwarded to the appropriate
regulatory bodies on June 25, 1999. Those agencies are in the process of
reviewing the plan. The document was subjected to an independent, third party
review by a member of our internal audit staff with satisfactory results. The
Company's and subsidiaries' Boards of Directors have approved the plan. The plan
is scheduled for testing on July 22, 1999.
The Company estimates total Year 2000 project costs will approximate
$500,000. Expenses associated with the Company's Year 2000 compliance efforts
for fiscal year 1998 were approximately $300,000,and the $200,000 remaining is
expected to be incurred during 1999. Year 2000 expenditures are not expected to
have a material impact on the Company's earnings, financial position or cash
flows. Additionally, the status of major customers and vendors is being reviewed
to minimize the risks to the Company.
The impact of Year 2000 noncompliance by major customers and vendors cannot
be accurately projected at this time. The Company completed renovation and
testing of all mission-critical technology items during the second quarter of
1999.
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 5.43% and 5.28% during the six months ended
June 30, 1999 and 1998, respectively, an increase 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 $17.8 million as
compared to $16.8 million during the six months ended June 30, 1999 and 1998,
respectively, representing an increase of 5.95%.
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 $1,009,000 and $3,320,000 during the six months ended June
30, 1999 and 1998, respectively. The decrease in the provision for loan losses
of $2,311,000, or 69.61%, is attributable to an unusually large provision being
recorded in the first quarter of 1998 in response to the deteriorating financial
condition of several large borrowers.
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 2.03% and 2.14% of total loans
outstanding at June 30, 1999 and December 31, 1998. As of June 30, 1999,
nonperforming assets were $8,703,000 compared to $9,382,000 in nonperforming
assets as of December 31, 1998. Management considers the allowance for loan
losses as of June 30, 1999 adequate to cover potential losses in the loan
portfolio.
11
Following is a comparison of noninterest income for the six months ended
June 30, 1999 and 1998 (dollars in thousands).
Six Months Ended
----------------
June 30, 1999 June 30,1998
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Service charges on deposits $2,644 $2,768
Other service charges,
commissions & fees 1,243 1,056
Other income 171 287
Total noninterest income $4,058 $4,111
====== ======
Total noninterest income for the six months ended June 30, 1999 was $53,000
lower than during the same period in 1998.
Following is an analysis of noninterest expense for the six months ended
June, 1999 and 1998 (dollars in thousands).
Six Months Ended
--------------------------
June 30,1999 June 30,1998
------------ ------------
Salaries and employee benefits $ 7,683 $ 7,749
Occupancy and equipment expense 2,134 2,056
Deposit Insurance Premium 147 117
Data processing fees 327 171
Other expense 3,711 4,235
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Total noninterest expense $14,002 $14,328
======= =======
Total noninterest expense for the six months ended June 30, 1999 was
$326,000 lower than during the same period in 1998.
Salaries and employee benefits for the six months ended June 30, 1999, were
$66,000 lower than during the same period in 1998.
Deposit insurance premiums for the six months ended June 30, 1999 was
$30,000 higher than during the same period in 1998.
12
Data processing fees for the six months ended June 30, 1999 were $156,000
higher than during the same period in 1998. The increase in data processing
expense is attributable to recent enhancements in the Company's access software,
and to increases in license fees and maintenance costs. Other operating expense
for the six months ended June 30, 1999 decreased $524,000 as compared to the
same period in 1998.
Following is a condensed summary of net income during the six months ended
June 30, 1999 and 1998 (dollars in thousands).
Six Months Ended
----------------
June 30, 1999 June 30, 1998
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Net interest income $17,426 $16,405
Provision for loan losses 1,009 3,320
Other income 4,058 4,111
Other expense 14,002 14,328
Income before income
taxes 6,473 2,868
Applicable income taxes 2,220 1,015
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Net income $ 4,253 $ 1,853
======= =======
Net income increased $2,400,000 or 129.52% to $4,253,000 for the six months
ended June 30, 1999 as compared to $1,853,000 for the six months ended June 30,
1998. Net interest income of ABC and its subsidiaries increased $1,021,000, the
provision for loan losses decreased by $2,311,000 and all other noninterest
expense decreased by $326,000.
13
Comparison of Balance Sheets
Total assets decreased by $3.7 million, or .51%, to $721.3 million at June
30, 1999 from $724.95 million at December 31, 1998.
Total earning assets increased by $16 million, or 2.46%, to $666.53 million
at June 30, 1999 from $650.51 million at December 31, 1998.
Total loans, net of the allowance for loan losses, increased by $32.4
million, or 6.94%, to $499.4 million at June 30, 1999 from $467 million at
December 31, 1998.
Total deposits decreased by $23.1 million, or 3.65%, to $610.20 million at
June 30, 1999 from $633.33 million at December 31, 1998. Approximately 14.07%
and 15.78% of deposits were noninterest-bearing as of June 30, 1999 and December
31, 1998, respectively.
14
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
The company is exposed only to U. S. Dollar interest rate changes and,
accordingly, the Company manages exposure by considering the possible changes in
the net interest margin. The Company does not have any trading instruments nor
does it classify any portion of the investment portfolio as held for trading.
The Company does not engage in any hedging activities or enter into any
derivative instruments with a higher degree of risk than mortgage backed
securities which are commonly pass through securities. Finally, the Company has
no exposure to foreign currency exchange rate risk, commodity price risk, and
other market risks.
Interest rates play a major part in the net interest income of a financial
institution. The sensitivity to rate changes is known as "interest rate risk."
The repricing of interest earning assets and interest-bearing liabilities can
influence the changes in net interest income. As part of the Company's
asset/liability management program, the timing of repriced assets and
liabilities is referred to as Gap management. It is the policy of the Company to
maintain a Gap ratio in the one-year time horizon of .80 to 1.20
The Company uses simulation analysis to monitor changes in net interest income
due to changes in market interest rates. The simulation of rising, declining and
flat interest rate scenarios allows management to monitor and adjust interest
rate sensitivity to minimize the impact of market interest rate swings. The
analysis of the impact on net interest income over a twelve month period is
subjected to a gradual 200 basis point increase or decrease in market rates on
net interest income and is monitored on a quarterly basis. The most recent
simulation model projects net interest income would decrease 1.82% if rates rise
gradually over the next year. On the other hand, the model projects net interest
income to increase .52% if rates decline over the next year.
15
Part II. Other Information
Item 4. Submission of Matters to a Vote of Securities Holders
The Annual Meeting of the Shareholders of the Company was held on May 11,
1999. At this meeting proxies were solicited under Regulation 14a of the
Securities and Exchange Act of 1934. Total shares outstanding, net of 312,353
shares held for the treasury amounted to 7,247,965. A total of 5,721,469 shares
were represented by shareholders in attendance or by proxy. Director nominees
were elected by a vote of 5,689,061 shares for, and 32,408 withholding
authority, representing 79% in favor of the following directors elected to serve
as Class II directors, until the annual meeting to be held in 2002.
J. Raymond Fulp
Bobby B. Lindsey
Hal L. Lynch
Henry C. Wortman
Ratification of the appointment of Mauldin & Jenkins as the company's
independent accountants for the fiscal year ended December 31, 1998, 5,690,744
for, 1,533 against, 29,191 abstaining representing 79% in favor.
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, 1999.
16
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
8/3/99 /s/ W. Edwin Lane, Jr.
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DATE W. EDWIN LANE, JR.
EXECUTIVE VICE PRESIDENT &
CHIEF FINANCIAL OFFICER
(Duly authorized officer and principal
financial/accounting officer)
17