United States
Securities and Exchange Commission
WASHINGTON, D.C. 20549
FORM 10-QSB
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
--- SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED March 31, 1998
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 0-28106
-------
FirstBancorporation, Inc.
-------------------------
(Exact name of registrant as specified in its charter)
South Carolina 57-1033905
------------------------------- ---------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1121 Boundary Street P.O. Box 2147, Beaufort, S.C. 29901-2147
-------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 843-521-5600
------------
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
----- -----
The number outstanding shares of the issuer's $.01 par value common stock as
of May 11, 1998 is 692,748.
1
INDEX FORM 10-QSB
Part I
Page
----
Item 1. Consolidated Financial Statements and Related Notes-------- 3-7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations --------------------------------- 8-11
Part II
Item 1. Legal Proceedings ---------------------------------------- 12
Item 2. Changes in Securities ------------------------------------ 12
Item 3. Defaults upon Senior Securities -------------------------- 12
Item 4. Submission of Matters to a Vote of Security Holders ------ 12
Item 5. Other Information --------------------------------------- 12
Item 6. Exhibits and Reports on Form 8-K ------------------------- 12
Signatures -------------------------------------------------------- 13
Exhibit 27. Financial data schedule ------------------------------- 14
2
PART 1. CONSOLIDATED FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS AND RELATED NOTES
BALANCE SHEETS (UNAUDITED)
(DOLLARS IN THOUSANDS)
At March 31, At December 31
1998 1997
ASSETS
Cash and amounts due from banks $ 2,789 $ 4,127
Interest bearing overnight deposits 3,768 1,969
Other short-term investments 99 99
Securities available-for-sale 2,112 2,182
Loans available-for-sale 1,846 676
Loans 79,527 80,792
Less allowance for loan losses (772) (728)
-------- -------
Net loans 78,755 80,064
-------- -------
Premises and equipment 1,242 1,288
Accrued interest receivable 536 556
Real estate owned-acquired through foreclosure 185 127
Deferred organizational costs 120 123
Deferred tax assets 255 264
Other assets 366 224
-------- -------
Total assets $92,073 $91,699
======= =======
LIABILITIES AND STOCKHOLDERS EQUITY
Liabilities
Deposits $81,718 $77,462
Federal Home Loan Bank advances 850 5,050
Amounts due to depository institutions 178 305
Advances from borrowers for taxes and
insurance 73 55
Accrued interest payable 256 208
Expenses payable 105 173
Other liabilities 640 465
------- -------
Total liabilities $83,820 $83,718
======= =======
Stockholders Equity
Preferred stock - $.01 par value; shares
authorized - 1,000,000, issued and
outstanding - none
Common stock - $.01 par value; shares
authorized - 3,000,000, issued and
outstanding - 692,748 - 3/31/98;
690,323 - 12/31/97. $ 7 7
Additional paid-in capital 6,275 6,249
Accumulated other comprehensive loss.
Unrealized loss on securities available-
for-sale, net of applicable deferred
income taxes (9) (15)
Retained earnings 1,980 1,740
------- -------
Total stockholders equity $ 8,253 $ 7,981
------- -------
Total liabilities and stockholders
equity $92,073 $91,699
======= =======
3
CONSOLIDATED STATEMENTS OF INCOME FOR THE PERIODS ENDED
MARCH 31, 1998 AND 1997 (UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Three Three
Months Months
Ended Ended
3/31/98 3/31/97
------- -------
Interest income
Interest on mortgage loans $1,091 $1,291
Interest on other loans 720 449
Interest on investments 72 65
------ ------
Total interest income 1,883 1,805
------ ------
Interest expense
Interest on deposits 800 778
Interest on FHLB advances 31 50
------ ------
Total interest expense 831 828
Net interest income 1,052 977
------ ------
Provision for loan losses 45 30
------ ------
Net interest income after provision for
loan losses 1,007 947
Non interest income
Service charges on deposit accounts 154 120
Other non interest income 96 51
------ ------
Total non interest income 250 171
Non interest expenses
Compensation and benefits 440 407
Occupancy 137 120
Data processing 32 56
Other non interest expense 252 223
------ ------
Total non interest expenses 861 806
Net income before taxes 396 312
------ ------
Income tax expense 156 118
------ ------
Net income $ 240 $ 194
====== ======
Net income per share-basic $0.35 $ 0.28
====== ======
Net income per share-diluted $0.33 $ 0.26
====== ======
Average shares outstanding - basic 692,155 690,285
======= =======
Average shares outstanding - diluted 736,716 735,507
======= =======
4
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS
ENDING MARCH 31, 1998 AND MARCH 31, 1997 (UNAUDITED)
(DOLLARS IN THOUSANDS)
Accumulated
Other
Compre- Total
Common Common Additional Retained hensive Stock-
shares Stock Paid-in Earnings Income holders
Capital (Loss) Equity
Balances at
December 31, 1996 627,587 $ 6 $5,441 $1,609 $(10) $7,046
Issuance of
62,736 shares of
stock for 10% 62,736 1 815 (816)
stock dividend
Comprehensive
income:
Net income 194 194
Other
comprehensive
income (loss)
net of tax:
Unrealized loss
on securities
available
for sale (3) (3)
-----
Comprehensive
income 191
-----
Balances at March
31, 1997 690,323 $ 7 $6,256 $ 987 $(13) $7,237
Balances at
December 31, 1997 690,323 $7 $6,249 $1,740 $(15) $7,981
Comprehensive
income:
Net income 240 240
Other
comprehensive
income, net of
tax:
Unrealized gain
on securities
available
for sale 6 6
-----
Comprehensive
income 246
-----
Stock
options
exercised 2,425 - 26 26
Balances at March
31, 1998 692,748 $7 $6,275 $1,980 $( 9) $8,253
======= == ====== ====== ===== ======
5
STATEMENT OF CASH FLOWS FOR THE PERIODS ENDED
MARCH 31, 1998 AND 1997 (UNAUDITED) Three months Three months
(DOLLARS IN THOUSANDS) Ended Ended
3/31/98 3/31/97
CASH FLOWS FROM OPERATING ACTIVITIES ------------ ------------
Net income $ 240 $ 194
Adjustments to reconcile net income to cash
provided by operating activities:
Amortization of deferred loan fees and discounts (4) (4)
Provision for loan losses 45 30
Depreciation and amortization 71 61
Deferred income taxes 9 1
Decrease in interest receivable 19 44
Decrease (increase) in other assets 139 (111)
Originations of loans sold to investors (4,953) (1,607)
Proceeds from sales of loans to investors 4,953 1,607
Disbursements of loans serviced for others (628) (304)
Receipts of loans serviced for others 547 373
(Increase) decrease in real estate loans
held for sale (1,249) 523
Increase in accrued interest payable 48 30
Decrease in expenses payable (53) (69)
Decrease in other liabilities (11) (50)
------- -------
Net cash provided by operating activities (827) 718
CASH FLOWS FROM INVESTING ACTIVITIES
Principal repayments of mortgage-backed securities 82 69
Loans originated or acquired, net 1,265 (2,505)
Capital expenditures (13) (177)
------- -------
Net cash used for investing activities 1,334 (2,613)
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase (decrease) in non interest-bearing
demand accounts (292) 220
Increases in Now, Money Market and
Savings accounts 4,098 1,634
Increase (decrease) in certificates of
deposit, net 450 (473)
Proceeds from Federal Home Loan Bank advances 0 2,000
Repayment of Federal Home Loan Bank advances (4,200) (3,250)
Decrease in amounts due to depository
institutions (128) (113)
Increase in advances from borrowers for taxes
and insurance 18 37
Stock issuance costs (18) 0
Proceeds from stock options exercised 26 0
------- -------
Net cash provided by financing activities (46) 55
------- -------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 461 (1,840)
CASH EQUIVALENTS, BEGINNING OF PERIOD 6,096 7,871
------- -------
CASH EQUIVALENTS, END OF PERIOD $ 6,557 $ 6,031
======= =======
CASH PAID DURING THE PERIOD:
Interest paid on deposits and borrowings $ 783 $ 798
======= =======
Income tax paid $ 28 $ 12
======= =======
6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. On October 31, 1995, FirstBank, N.A. ("Bank"), (formerly The Savings Bank
of Beaufort County, FSB) reorganized as a wholly-owned subsidiary of
FirstBancorporation, Inc. ("Company"). As a result of the reorganization, each
issued and outstanding share of common stock, $5.00 par value per share, of
the Bank was converted into one share of common stock, $.01 par value per
share, of the Company. The Company's principal business is its investment in
the Bank and, therefore, the assets and liabilities of the Company on a
consolidated basis are substantially those of the Bank.
2. The unaudited interim consolidated financial statements reflect all
adjustments which are, in the opinion of management, necessary to a fair
presentation of the results for the reported interim periods. Such
adjustments are of a normal recurring nature. The interim consolidated
financial statements, including related notes, should be read in conjunction
with the consolidated financial statements for the year ended December 31,
1997 appearing in the 1997 Annual Report of FirstBancorporation, Inc. The
results of operations for the period ended March 31, 1998 are not necessarily
indicative of the results of operations for the full year.
3. Earnings Per Share - Basic earnings per common share are calculated on the
basis of the weighted average number of shares outstanding during the year.
Diluted earnings per common share include stock options which have been
granted but not exercised.
4. Loan Commitments - At March 31, 1998, the Bank had total unused loan
commitments outstanding of $10,834,000 which were comprised of construction
and commercial unfunded lines of $3,737,000, unfunded consumer lines of credit
of $6,854,000 and letters of credit issued totaling $243,000. In the normal
course of business, the Bank issues loan commitments to customers at market
rates of interest. The Bank's general practice is to obtain investor
commitments for fixed rate loans at the time of commitment. At March 31,
1998, all fixed rate residential loan commitments were covered by commitments
from investors for sale.
5. Statement of Cash Flows - For the purposes of reporting cash flows, cash
and cash equivalents include cash, interest-bearing overnight deposits and
other short-term investments with original maturities of 90 days or less.
6. FirstBank of the Midlands, in organization - On August 20, 1997 the
Company's Board of Directors approved the sponsorship of a new national bank,
FirstBank of the Midlands, (FBM) to be located in Columbia, South Carolina,
subject to regulatory approval. The Company is in the process of applying with
all regulatory agencies for appropriate approvals. The Company expects to
acquire all of the common stock of FBM for $5.0 million. The acquisition of
FBM's common stock is expected to be funded with the sale of approximately
$3.5 million of additional common stock of the Company and a loan from an
unaffiliated commercial bank for the remainder. The transaction is expected to
be completed in the second or third quarter of 1998.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
- ------------------------------------------------------------------------
RESULTS OF OPERATIONS.
----------------------
Comparison of Financial Condition at March 31, 1998 and December 31, 1997
Total assets increased from $91.7 million at December 31, 1997 to $92.1
million at March 31, 1998. Loans receivable, net, decreased from $80.1
million at December 31, 1997 to $78.8 million at March 31, 1998 primarily as a
result of mortgage loan repayments. Cash and cash equivalents increased from
$6.1 million at December 31, 1997 to $6.6 million at March 31, 1998. Total
deposits increased 5.4% from $77.5 million at December 31, 1997 to $81.7
million at March 31, 1998 primarily as a result of increases in NOW accounts
of $1.5 million and increases in money market accounts of $2.5 million. FHLB
borrowings decreased from $5.1 million at December 31, 1997 to $850,000 at
March 31, 1998 as a result of the increase in deposits and loan repayments.
Total stockholders' equity increased 3.8% from $8.0 million at December 31,
1997 to $8.3 million at March 31, 1998 as a result of retained net income of
$240,000 and proceeds of $26,000 received from the exercise of stock options
(2,425 shares at an exercise price of $10.85 per share).
Comparison of Operations for the Three Months Ended March 31, 1998 and 1997
Net Income. Net income increased 23.7% from $194,000 for the three
months ended March 31, 1997 ($0.28 per basic earnings per common share and
$0.26 per share on a diluted basis) to $240,000 for the three months ended
March 31, 1998 ($0.35 per basic earnings per common share and $0.33 per share
on a diluted basis) primarily as a result of a 46.2% increase in non-interest
income and a 7.7% increase in net interest income.
Net Interest Income. Net interest income increased from $977,000 for the
three months ended March 31, 1997 to $1.1 million for the three months ended
March 31, 1998. The Bank's interest rate spread increased from 4.10% for the
three months ended March 31, 1997 to 4.31% for the same period in 1998 as the
average yield on interest-earning assets increased from 8.56% for the three
months ended March 31, 1997 to 8.73% for the comparative period in 1998 while
the average rate paid on interest-bearing liabilities decreased from 4.46% for
the three months ended March 31, 1997 to 4.42% for the same period in 1998.
Interest income increased to $1.9 million for the three months ended
March 31, 1998 from $1.8 million for the same period in 1997. Interest
expense increased slightly from $828,000 for the three months ended March 31,
1997 to $831,000 for the same period in 1998 primarily as a result of
relatively stable interest rates.
Provision for Loan Losses. Provisions for loan losses are charges to
earnings to bring the total allowance for loan losses to a level considered
adequate by management to provide for probable known and inherent loan losses
based on management's evaluation of the collectibility of the loan portfolio.
In determining the adequacy of the allowance for loan losses, management
considers past loan loss experience, known and inherent risks in the
portfolio, adverse situations that may affect a borrower's ability to repay,
the estimated value of any underlying collateral, and current economic
conditions. Although management uses the best information available, future
adjustments to the allowance may be necessary as a result of changes in
economic, operating, regulatory and other conditions that may be beyond the
Bank's control. While the Bank maintains its allowance for loan losses at a
level that management considers as adequate to provide for probable known and
inherent losses, there can be no assurance that further additions will not be
made to the allowance for loan losses or that actual losses will not exceed
the estimated amounts.
The provision for loan losses increased from $30,000 for the three months
ended March 31, 1997 to $45,000 for the three months ended March 31, 1998.
Management deemed the increase necessary because of the increase in nonaccrual
loans from $429,000 at December 31, 1997 to $537,000 at March 31, 1998. At
March 31, 1998, the Bank's allowance for loan losses to total loans was 0.97%.
Noninterest Income. Noninterest income increased 46.2% from $171,000 for
the three months ended March 31, 1997 to $250,000 for the same period in 1998
primarily as a result of a $34,000 increase in service charges attributable to
an increased number of deposit accounts, a $20,000 increase in gains on sale
of loans held-for-sale, and a $14,000 increase in gain on mortgage servicing
rights.
Noninterest Expenses. Noninterest expenses increased 6.8% from $806,000
for the three months ended March 31, 1997 to $861,000 for the three months
ended March 31, 1998 primarily as a result of a $33,000 increase in
compensation expense related to salary expense associated with the New Bank
and general salary increases and a $17,000 increase in occupancy expense
attributable to rent increases on the Bank's main office lease and expenses
related to temporary quarters for the New Bank.
Provision for Income Taxes. The Company pays Federal corporate income
taxes and South Carolina bank taxes. The provision for income taxes increased
from $118,000 for the three months ended March 31, 1997 to $156,000 for the
three months ended March 31, 1998 as a result of higher income before income
taxes.
8
Asset/Liability and Liquidity Management
Interest Sensitivity Position Years 4
March 31, 1998 Year 1 Year 2 thru 7 Year 8+ Total
(Dollars in thousands)
Interest-earning assets:
Loans and loans held
for sale $46,667 $21,816 $5,455 $7,435 $81,373
GNMA MBSs 1,345 0 0 0 1,345
Overnight and other
investments 4,511 0 0 0 4,641
Total interest-earning ------- ------- ------ ------ -------
assets 52,523 21,816 5,455 7,565 87,359
Interest-bearing
liabilities:
Deposits 69,007 6,141 188 0 75,336
FHLB borrowings 500 350 0 0 850
Total interest- ------- ------- ------ ------ -------
bearing liabilities 69,507 6,491 188 0 76,186
Asset (liability)
gap position ($16,984) $15,325 $5,267 $7,565 $11,173
======== ======= ====== ======= =======
Cumulative gap position ($16,984) ($ 1,659) $3,608 $11,173
Cumulative Gap to Total ======== ========= ====== =======
Earning Assets (18.5%) (1.8%) 3.9% 11.2%
========= ========= ====== ======
(1) Contractual terms regarding periodic repricing during the loan terms are
used to determine repricing periods. Loans are net of undisbursed portions of
loans in process.
(2) NOW, money market and savings accounts are considered interest-sensitive.
(3) Regular savings, NOWs and money market accounts are considered to reprice
in the 1 -year period.
As of March 31, 1998, the Bank's interest-earning assets that reprice
within one year totaled $52,523,000 while interest-bearing liabilities
repricing within one year totaled $69,507,000 This resulted in a negative gap
position of $16,984,000 or 18.5% of total interest-earning assets.
9
YIELDS EARNED AND RATES PAID
The following table is a comparison of the three months ended March 31,
1998 and 1997.
Average balances and yields earned versus rates paid
Quarter ended March 31, 1998 compared to 1997
(Dollars in thousands)
Average Interest Earned Annualized
Balance or Paid Yield/Rate
For the quarter ended March 31,
1998 1997 1998 1997 1998 1997
---- ---- ---- ---- ---- ----
Assets:
Interest-earning assets
Loans $81,267 $79,985 $1,811 $1,740 8.91% 8.70%
Investments 4,987 4,371 72 65 5.48% 5.95%
Total earning assets/ ------- ------- ------ ------ ---- ----
Income earned 86,254 84,356 1,883 1,805 8.73% 8.56%
Non-earning assets 4,359 6,509
------- -------
Total assets $90,613 $90,865
======= =======
Liabilities:
Interest-bearing
deposits $73,265 $71,101 $ 800 $ 778 4.37% 4.38%
Borrowings 2,081 3,419 31 50 5.98% 5.87%
------- ------- ------ ------ ---- ----
Interest-bearing
deposits and
borrowings/expense 75,346 74,520 831 828 4.42% 4.46%
Non-interest-bearing
liabilities 7,197 9,261
Stockholders' equity 8,070 7,084
------- -------
Total Liabilities and
Stockholders' equity $90,613 $90,865
======= =======
Net interest income $1,052 $ 977
====== ======
Interest Rate Spread (1) 4.31% 4.10%
Net yield on average
interest-earning
assets (1) 4.88% 4.63%
(1) Net interest income is the difference between interest income and interest
expense. Interest rate spread is the difference between the average rate on
earning assets and the average rate on interest-bearing liabilities. Net
yield on average interest-earning assets is net interest income divided by
total interest-earning assets.
Net interest income increased by $75,000 during the current year's
quarter as a result of the combined effects of a greater net interest rate
spread and a higher volume of interest earning assets. Yield on interest
earning assets increased by .17% during the current year's quarter and the
rate paid on interest bearing liabilities decreased by .04% resulting in an
increase in the net interest rate spread of .21% over the same period last
year. Total interest earning assets increased by $1,898,000 while interest
bearing liabilities increased by $826,000 from first quarter 1997.
10
CAPITAL RESOURCES
For regulatory purposes, the Bank is required to maintain a minimum of level
of capital based upon the risk related composition of its loan portfolio. This
risk-based capital requirement requires that the Bank maintain capital at a
minimum 8% level of its regulatory defined risk weighted assets. The Bank may
not declare or pay a cash dividend or repurchase any of its capital stock, if
the effect would cause the stockholders' equity of the Bank to be reduced
below its capital requirements. As of March 31, 1998, the Bank met all of its
risk-based capital requirements and met the definition of a "well capitalized
institution" under the OCC's regulation entitled Prompt and Corrective Action.
The Company's and FirstBank's actual capital ratios are presented in the
following table:
At March 31, 1998 Amount Ratio
Tier 1 Capital (to
Average Assets):
Consolidated $8,136 8.98%
FirstBank 7,639 8.44
Tier 1 Capital (to
Risk Weighted Assets):
Consolidated 8,136 12.53
FirstBank 7,639 11.79
Total Capital (to
Risk Weighted Assets):
Consolidated 8,816 13.65
FirstBank 8,364 12.91
11
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
- --------------------------
There were no material legal proceedings pending or settled during the quarter
in which the Company or the Bank was a party.
ITEM 2. CHANGES IN SECURITIES
- ------------------------------
There were no changes made in the rights of security holders or in the
securities of the Company during the quarter.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
- ----------------------------------------
The Company has not issued any instruments of indebtedness which constitute
securities.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------------------------------------------------------------
There were no matters submitted to a vote by security holders during the
quarter.
ITEM 5. OTHER INFORMATION
- --------------------------
There were no matters of the registrant which required reporting.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- -----------------------------------------
No exhibits are applicable.
No reports on Form 8-K were filed during the quarter under report.
12
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.
FirstBancorporation, Inc.
DATED: May 11 1998 /s/ James A. Shuford, III
--------------------------------------
James A. Shuford, III
Chief Executive Officer
DATED: May 11, 1998 /s/ James L. Pate, III
--------------------------------------
James L. Pate, III
Chief Financial Officer
13