SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(MARK ONE) FORM 10-Q
[X] QUARTERLY REPORT UNDER 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 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM _________TO_________
Commission File Number 33-76644
COMMUNITYCORP
(Exact name of registrant as specified in its charter)
South Carolina 57-1019001
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
1100 N. JEFFERIES BOULEVARD
WALTERBORO, SC 29488
(Address of principal executive
offices, including zip code)
(843) 549-2265
(Registrant's telephone number, including area code)
------------------------------------------------
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
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the date of this filing.
300,000 SHARES OF COMMON STOCK, $5.00 PAR VALUE
PAGE 1 OF 12
EXHIBIT INDEX ON PAGE 2
COMMUNITYCORP
INDEX
PART I. FINANCIAL INFORMATION Page No.
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets - March 31, 1998 and
December 31, 1997....................................................................................................3
Condensed Consolidated Statements of Income - Three months ended
March 31, 1998 and 1997..............................................................................................4
Condensed Consolidated Statement of Shareholders' Equity - Three
months ended March 31, 1998..........................................................................................5
Condensed Consolidated Statements of Cash Flows - Three months
ended March 31, 1998 and 1997........................................................................................6
Notes to Condensed Consolidated Financial Statements.................................................................7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations. ....................................................................................7-11
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.................................................................11
Item 6. Exhibits and Reports on Form 8-K.................................................................................11-12
(a) Exhibits. ...................................................................................................11-12
(b) Reports on Form 8-K. ........................................................................................11-12
2
COMMUNITYCORP
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
MARCH 31, DECEMBER 31,
1998 1997
---- ----
ASSETS:
Cash and cash equivalents:
Cash and due from banks $ 2,587,567 $ 2,602,260
Federal funds sold and securities purchased under agreements to resell 5,480,000 3,130,000
------------------- -------------------
8,067,567 5,732,260
Securities available-for-sale 8,713,984 9,394,736
Securities held-to-maturity (estimated market value of $5,756,297 and
$6,343,032 at March 31, 1998 and December 31, 1997, respectively) 5,711,659 6,301,318
Loans receivable 42,652,925 41,357,114
Less allowance for loan losses (750,982) (743,260)
------------------- -------------------
Loans, net 41,901,943 40,613,854
Accrued interest receivable 683,212 726,318
Premises, furniture & equipment, net 2,010,271 1,999,055
Other assets 336,243 307,321
------------------- -------------------
Total assets $ 67,424,879 $ 65,074,862
=================== ===================
LIABILITIES AND SHAREHOLDERS' EQUITY:
Liabilities:
Deposits:
Non-interest bearing $ 6,274,183 $ 6,063,801
Interest bearing 52,788,451 50,879,287
------------------- -------------------
59,062,634 56,943,088
Short-term borrowings 450,000 480,000
Accrued interest payable 340,729 342,661
Other liabilities 204,756 75,553
------------------- -------------------
Total liabilities 60,058,119 57,841,302
------------------- -------------------
SHAREHOLDERS' EQUITY:
Preferred stock, $5 par value, 3,000,000 shares authorized and unissued - -
Common stock, $5 par value, 3,000,000 shares
authorized, 300,000 shares issued and outstanding 1,500,000 1,500,000
Capital surplus 1,731,708 1,731,708
Accumulated other comprehensive income 39,553 38,431
Retained earnings 4,123,910 3,991,832
Treasury stock (1,583 shares in 1998 and 1,083 shares in 1997) (28,411) (28,411)
------------------- -------------------
Total shareholders' equity 7,366,760 7,233,560
------------------- -------------------
Total liabilities and shareholders' equity $ 67,424,879 $ 65,074,862
=================== ===================
See notes to condensed consolidated financial statements
3
COMMUNITYCORP
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
Three Months Ended
March 31,
----------------------------------------
1998 1997
------------------ ------------------
Interest income:
Loans, including fees $ 1,007,620 $ 834,566
Securities 217,786 255,917
Other interest income 66,230 34,701
------------------ ------------------
Total 1,291,636 1,125,184
------------------ ------------------
Interest expense:
Deposit accounts 588,552 516,224
Other interest expense 5,436 -
------------------ ------------------
593,988 516,224
------------------ ------------------
Net interest income 697,648 608,960
Provision for loan losses 30,000 30,000
------------------ ------------------
Net interest income after
provision for loan losses 667,648 578,960
------------------ ------------------
Other operating income:
Service charges 67,547 57,148
Other income 12,353 6,934
------------------ ------------------
Total 79,900 64,082
------------------ ------------------
Other operating expenses:
Salaries and benefits 200,885 140,564
Net occupancy expense 30,316 18,701
Equipment expense 57,612 42,029
Other operating expenses 122,648 103,867
------------------ ------------------
Total 411,461 305,161
------------------ ------------------
Income before taxes 336,087 337,881
Income tax provision 111,500 112,000
------------------ ------------------
Net income 224,587 225,881
------------------ ------------------
Other comprehensive income, net of tax:
Unrealized gains (losses) on securities during the period 1,122 (83,252)
------------------ ------------------
Other comprehensive income 1,122 (83,252)
------------------ ------------------
Comprehensive income $ 225,709 $ 142,629
================== ==================
Earnings per share:
Weighted average common shares outstanding 298,646 299,420
Net income per common share $ .75 $ .75
See notes to condensed consolidated financial statements
4
COMMUNITYCORP
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 1998
(UNAUDITED)
Accumulated
Other Total
Common Stock Capital Comprehensive Retained Treasury Shareholders'
Shares Amount Surplus Income Earnings Stock Equity
------------ ------------ ------------ -------------------------------------------------------
Balance,
December 31, 1997 300,000 $ 1,500,000 $ 1,731,708 $ 38,431 $ 3,991,832 $ (28,411) $7,233,560
Cash dividends declared
- $.31 per share (92,509) (92,509)
Other comprehensive
income 1,122 1,122
Net income
for the period 224,587 224,587
----------- ----------- ----------- ---------- ----------- ----------- -----------
Balance,
March 31, 1998 300,000 $ 1,500,000 $ 1,731,708 $ 39,553 $4,123,910 $ (28,411) $ 7,366,760
=========== =========== ========== =========== =========== =========== ===========
See notes to condensed consolidated financial statements
5
COMMUNITYCORP
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ended
March 31,
-------------------------------------
1998 1997
------------------ ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 224,587 $ 225,881
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 48,881 40,100
Provision for possible loan losses 30,000 30,000
Amortization less accretion on investments 178 2,912
Amortization of deferred loan costs 16,794 15,235
(Increase) decrease in interest receivable and other assets 13,574 71,527
Increase (decrease) in interest payable and other liabilities 127,271 107,331
------------------ ------------------
Net cash provided by operating activities 461,285 492,986
------------------ ------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Net (increase) decrease in loans to customers (1,334,883) 532,109
Purchases of securities available-for-sale (299,750) (128,525)
Maturities of securities available-for-sale 983,496 20,246
Purchases of securities held-to-maturity (309,567) -
Maturities of securities held-to-maturity 897,786 171,806
Purchases of premises and equipment (60,097) (100,944)
------------------ ------------------
Net cash provided (used) by investing activities (123,015) 494,692
------------------ ------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in deposits accounts 2,119,546 2,151,431
Decrease in short-term borrowings (30,000) -
Dividends paid (92,509) (84,000)
------------------ ------------------
Net cash provided by financing activities 1,997,037 2,067,431
------------------ ------------------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 2,335,307 3,055,109
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 5,732,260 3,022,087
------------------ ------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 8,067,567 $ 6,077,196
================== ==================
Cash paid during the period for:
Income taxes $ - $ -
Interest $ 595,920 $ 540,781
See notes to condensed consolidated financial statements
6
COMMUNITYCORP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION
The accompanying consolidated financial statements have been prepared in
accordance with the requirements for interim financial statements and,
accordingly, they are condensed and omit disclosures which would substantially
duplicate those contained in the most recent annual report to shareholders. The
financial statements as of March 31, 1998 and for the interim periods ended
March 31, 1998 and 1997 are unaudited and, in the opinion of management, include
all adjustments (consisting of normal recurring accruals) considered necessary
for a fair presentation. The financial information as of December 31, 1997 has
been derived from the audited financial statements as of that date. For further
information, refer to the financial statements and the notes included in
Communitycorp's 1997 Annual Report.
NOTE 2 - ADOPTION OF ACCOUNTING PRINCIPLE
As of January 1, 1998, the Company adopted Statement of Financial Accounting
Standards No. 130 (SFAS 130), "Reporting Comprehensive Income." SFAS 130
establishes standards for reporting comprehensive income. Comprehensive income
includes net income and other comprehensive income which is defined as non-owner
related transactions in equity. Prior periods have been reclassified to reflect
the application of the provisions of SFAS 130. The following table sets forth
the amounts of other comprehensive income included in equity along with the
related tax effect for the three months ended March 31, 1998 and 1997:
Pre-tax (Expense) Net of tax
FOR THE QUARTER ENDED MARCH 31, 1998: Amount Benefit Amount
------- --------- ----------
Net unrealized gains (losses) on securities
available for sale arising in 1998 $ 1,729 $ (607) $ 1,122
------------------ ------------------ ------------------
Other comprehensive income $ 1,729 $ (607) $ 1,122
================== ================== ==================
Pre-tax (Expense) Net of tax
FOR THE QUARTER ENDED MARCH 31, 1997: Amount Benefit Amount
-------- --------- -----------
Net unrealized gains (losses) on securities
available for sale arising in 1997 $ (127,121) $ 43,869 $ (83,252)
------------------ ------------------ ------------------
Other comprehensive income $ (127,121) $ 43,869 $ (83,252)
================== ================== ==================
Accumulated other comprehensive income consists solely of the unrealized gain on
securities available for sale, net of the deferred tax effects.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
The following is a discussion of the Company's financial condition as of March
31, 1998 compared to December 31, 1997, and the results of operations for the
three months ended March 31, 1998 compared to the three months ended March 31,
1997. These comments should be read in conjunction with the Company's condensed
consolidated financial statements and accompanying footnotes appearing in this
report.
7
COMMUNITYCORP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS -- continued
RESULTS OF OPERATIONS
NET INTEREST INCOME
For the three months and quarter ended March 31, 1998, net interest income
increased $88,688 or 14.56% over the same period in 1997. The net interest
margin realized on earning assets increased slightly from 4.45% for the three
months ended March 31, 1997 to 4.49% for the same period in 1998. The interest
rate spread decreased from 3.71% at March 31, 1997 to 3.56% at March 31, 1998.
PROVISION AND ALLOWANCE FOR LOAN LOSSES
The provision for loan losses is the charge to operating earnings that
management feels is necessary to maintain the allowance for possible loan losses
at an adequate level. For the three months ended March 31, 1998, the provision
charged to expense was $30,000. This was the same amount for the comparable
period in 1997. Based on present information, management believes the allowance
for loan losses is adequate at March 31, 1998 to meet presently known and
inherent risks in the loan portfolio.
NON-INTEREST INCOME
Non-interest income during the three months ended March 31, 1998 was $79,900, an
increase of $15,818 or 24.68% from the comparable period in 1997. The increase
is primarily a result of an increase in service charges from $57,148 at March
31, 1997 to $67,547 at March 31, 1998. Overdraft and NSF fees increased by
$6,829 to $45,331 at March 31, 1998. This change is a result of the increase in
deposit accounts over the two periods. Deposits at March 31, 1998 were
$59,062,634 compared to $52,216,629 at March 31, 1997.
NON-INTEREST EXPENSE
Total non-interest expense for the three months and quarter ended March 31, 1998
was $411,461 or 34.83% higher than the three months and quarter ended March 31,
1997. Salaries and employee benefits increased from $140,564 at March 31, 1997
to $200,885 for the three months ended March 31, 1998. This increase is due to
the addition of five full time employees to staff the Ravenel branch which
opened in October 1997 and annual pay raises. Equipment expense for the three
months and quarter ended March 31, 1998 was $57,612 compared to $42,029 for the
same period in 1997. This increase is due to the additional cost for service
contracts on the new computer system which also includes equipment at the
Ravenel branch.
INCOME TAXES
The income tax provision for the three months and quarter ended March 31, 1998
was $111,500 as compared to $112,000 for the same period in 1997. The effective
tax rates were 33.18% and 33.15% at March 31, 1998 and 1997, respectively.
NET INCOME
The combination of the above factors resulted in net income for the three months
and quarter ended March 31, 1998 of $224,587 as compared to $225,881 for the
same period in 1997. This represents a decrease of $1,294 or .57% from the same
period in 1997.
8
COMMUNITYCORP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS -- continued
ASSETS AND LIABILITIES
During the first three months of 1998, total assets increased $2,350,017 or
3.61% when compared to March 31, 1997. The primary source of growth in assets
was in federal funds sold and securities purchased under agreements to resell
with an increase of $2,350,000 or 75.08% over the December 31, 1997 amount of
$3,130,000 and in loans receivable with an increase of $1,295,811 or 3.13% since
December 31, 1997. Total deposits increased $2,119,546 over the December 31,
1997 amount of $56,943,088.
LOANS
The demand for loans increased slightly in the Walterboro marketplace during the
first three months of 1998. Net loans increased $1,288,089 or 3.17% during the
period. Balances within the major loans receivable categories as of March 31,
1998 and December 31, 1997 are as follows:
March 31, December 31,
1998 1997
--------- ------------
Commercial and industrial $ 28,736,936 $ 28,463,885
Real estate 5,117,621 5,080,608
Consumer 8,080,286 7,104,280
Agricultural 240,119 265,792
Other, net 477,963 442,549
-------------------- --------------------
$ 42,652,925 $ 41,357,114
==================== ====================
RISK ELEMENTS IN THE LOAN PORTFOLIO
The following is a summary of risk elements in the loan portfolio:
March 31,
-----------------------------------------
1998 1997
-------------------- ----------
Loans:
Nonaccrual loans $ 562,544 $ 477,247
Accruing loans more than 90 days past due $ 5,016 $ 8,234
Loans identified by the internal review mechanism:
Criticized $ 204,833 $ 110,757
Classified $ 686,274 $ 729,188
Activity in the Allowance for Loan Losses is as follows:
March 31,
----------------------------------------
1998 1997
-------------------- ----------
Balance, January 1, $ 743,260 $ 638,688
Provision for loan losses for the period 30,000 30,000
Net loans (charged off) recovered for the period (22,278) (5,183)
-------------------- --------------------
Balance, end of period $ 750,982 $ 663,505
==================== ====================
Gross loans outstanding, end of period $ 42,652,925 $ 34,601,318
Allowance for Loan Losses to
loans outstanding 1.76% 1.92%
9
COMMUNITYCORP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS -- continued
DEPOSITS
Total deposits increased $2,119,546 or 3.72% from December 31, 1997. Expressed
in percentages, non-interest bearing deposits increased 3.47% and interest
bearing deposits increased 3.75%.
Balances within the major deposit categories as of March 31, 1998 and December
31, 1997 are as follows:
March 31, December 31,
1998 1997
--------- ------------
Non-interest bearing demand deposits $ 6,274,183 $ 6,063,801
Interest bearing demand deposits 9,159,862 11,263,207
Savings deposits 16,277,860 15,029,295
Certificates of deposit 27,350,729 24,586,785
-------------------- --------------------
$ 59,062,634 $ 56,943,088
==================== ====================
LIQUIDITY
Liquidity needs are met by the Company through scheduled maturities of loans and
investments on the asset side and through pricing policies on the liability side
for interest-bearing deposit accounts. The level of liquidity is measured by the
loan-to- total funds ratio which was at 71.67% at March 31, 1998 and 72.02% at
December 31, 1997.
Securities available-for-sale which totaled $8,713,984 at March 31, 1998, serve
as a ready source of liquidity. The Company also has lines of credit available
with correspondent banks to purchase federal funds for periods from one to seven
days. At March 31, 1998, unused lines of credit totaled $2,500,000.
CAPITAL RESOURCES
Total shareholders' equity increased $133,200 to $7,366,760 at March 31, 1998.
The increase is primarily attributable to earnings for the period of $224,587
less dividends paid of $92,509. A positive change of $1,122 in the fair value of
securities available-for-sale resulted in an increase as well.
Bank holding companies, such as the Company, and their banking subsidiaries are
required by banking regulators to meet certain minimum levels of capital
adequacy which are expressed in the form of certain ratios. Capital is separated
into Tier I capital (essentially common shareholders' equity less intangible
assets) and Tier 2 capital (essentially the allowance for loan losses limited to
1.25% of risk-weighted assets). The first two ratios, which are based on the
degree of credit risk in the Company's assets, provide the weighting of assets
based on assigned risk factors and include off-balance sheet items such as loan
commitments and stand-by letters of credit. The ratio of Tier I capital to
risk-weighted assets must be at least 4.0% and the ratio of total capital (Tier
I capital plus Tier 2 capital) to risk-weighted assets must be at least 8.0%.
The capital leverage ratio supplements the risk-based capital guidelines. Banks
and bank holding companies are required to maintain a minimum ratio of Tier I
capital to adjusted quarterly average total assets of 3.0%.
10
COMMUNITYCORP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS -- continued
CAPITAL RESOURCES -- continued
The following table summarizes the Company's risk-based capital at March 31,
1998:
Shareholders' equity $ 7,327,207
Less: intangibles (27,331)
--------------------
Tier I capital 7,299,876
Plus: allowance for loan losses (1) 607,877
--------------------
Total capital $ 7,907,753
====================
Risk-weighted assets $ 48,630,183
====================
Risk based capital ratios
Tier I 15.01%
Total capital 16.26%
Leverage ratio 10.96%
(1) limited to 1.25% of risk-weighted assets
REGULATORY MATTERS
The management of the Company is not aware of any current recommendations by
regulatory authorities which, if they were to be implemented, would have a
material effect on liquidity, capital resources, or operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On April 21, 1998, the Company held its Annual Meeting of Shareholders for the
purpose of (a) electing four directors for three-year terms, and (b) ratifying
the appointment of Tourville, Simpson & Henderson, certified public accountants,
as the Company's independent auditors for the fiscal year ending December 31,
1998.
The nominees for director received the number of affirmative votes of
shareholders required for such nominee's election in accordance with the Bylaws
of the Company with 210,868 shareholders voting for the nominees out of a total
300,000 outstanding shareholders. There were no abstentions or no votes.
Tourville, Simpson & Henderson also received the requisite number of affirmative
votes required for approval pursuant to the Bylaws of the Company. Of the
300,000 outstanding shareholders of the Company, 210,768 shareholders voted for
their selection as independent auditors. There were 100 abstention votes and
there were no votes against their selection as auditors.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits - None
(b) Reports on Form 8-K - No reports on Form 8-K were filed
during the quarter ended March 31, 1998.
Items 1, 2, 3 and 5 are not applicable.
11
COMMUNITYCORP
PART II - OTHER INFORMATION
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.
COMMUNITYCORP
By: -----------------------------------
W. Roger Crook
President & Chief Executive Officer
Date: May 12, 1998 By: ----------------------------------
Gwen P. Bunton
Chief Financial Officer
12