UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 25049
FORM 10-QSB
[|X|] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2003
-----------------------------------------
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 000-23465
Coddle Creek Financial Corp.
----------------------------
(Exact name of registrant as specified in its charter)
North Carolina 56-2045998
-------------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
347 North Main Street/Post Office Box 117
Mooresville, North Carolina 28115
---------------------------------
(Address of principal executive offices) (Zip code)
(704) 664-4888
--------------
(Issuer's telephone number)
N/A
---
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check |X| whether the issuer (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
As of May 15, 2003 there were issued and outstanding 699,156 shares of the
Registrant's common stock, no par value.
CODDLE CREEK FINANCIAL CORP. AND SUBSIDIARY
INDEX
PART I. FINANCIAL INFORMATION Page
----
Item 1. Financial Statements
Condensed Consolidated Statements of Financial Condition as of
March 31, 2003 (Unaudited) and December 31, 2002 1 - 2
Condensed Consolidated Statements of Operations and Comprehensive
Income for the Three Months Ended March 31, 2003 and 2002
(Unaudited) 3
Condensed Consolidated Statements of Cash Flows for the Three Months
Ended March 31, 2003 and 2002 (Unaudited) 4 - 6
Notes to Condensed Consolidated Financial Statements (Unaudited) 7 - 9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10 - 16
Item 3. Controls and Procedures 16
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 17
Item 2. Changes in Securities and Use of Proceeds 17
Item 3. Defaults Upon Senior Securities 17
Item 4. Submission of Matters to a Vote of Security Holders 17
Item 5. Other Information 17
Item 6. Exhibits and Reports on Form 8-K 17 - 20
Signatures 21 - 22
This Form 10-QSB contains forward-looking statements consisting of estimates
with respect to the financial condition, results of operations and other
business of Coddle Creek Financial Corp. that are subject to various factors
which could cause actual results to differ materially from those estimates.
Factors which could influence the estimates include changes in the national,
regional and local market conditions, legislative and regulatory conditions, and
an adverse interest rate environment.
CODDLE CREEK FINANCIAL CORP. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
March 31, 2003 and December 31, 2002
March 31, December 31,
ASSETS 2003 2002
- --------------------------------------------------------------------------------------
(Unaudited) (Note)
Cash
Interest-bearing deposits $ 24,907,000 $ 18,528,000
Noninterest-bearing deposits and cash on hand 778,000 601,000
Certificates of deposit 200,000 200,000
Securities available for sale 2,293,000 1,890,000
Securities held to maturity 1,022,000 1,030,000
Federal Home Loan Bank stock 1,241,000 1,241,000
Loans receivable, net 106,389,000 110,844,000
Real Estate Owned 107,000 -
Office properties and equipment, net 846,000 850,000
Accrued interest receivable:
Investment securities 108,000 38,000
Loans receivable 741,000 790,000
Cash value of life insurance 1,726,000 1,726,000
Deferred income taxes 1,169,000 1,175,000
Prepaid expenses and other assets 125,000 37,000
------------------------------------
Total assets $ 141,652,000 $ 138,950,000
====================================
NOTE: The Condensed Consolidated Statement of Financial Condition as of December
31, 2002 has been taken from the audited financial statements at that
date.
See Notes to Condensed Consolidated Financial Statements.
1
CODDLE CREEK FINANCIAL CORP. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
March 31, 2003 and December 31, 2002
March 31, December 31,
LIABILITIES AND STOCKHOLDERS' EQUITY 2003 2002
- --------------------------------------------------------------------------------------------------
(Unaudited) (Note)
Liabilities:
Deposits $ 116,551,000 $ 113,633,000
Advances from borrowers for taxes and insurance 146,000 71,000
Accounts payable and other liabilities 686,000 655,000
Income taxes payable 85,000 37,000
Deferred compensation 2,802,000 2,798,000
--------------------------------------
Total liabilities 120,270,000 117,194,000
--------------------------------------
Commitments
Stockholders' Equity
Preferred stock, authorized 5,000,000 shares; none issued - -
Common stock, no par value, authorized 20,000,000 shares;
issued 699,156 shares - -
Additional paid-in capital 9,555,000 9,603,000
Accumulated other comprehensive income 51,000 39,000
Unearned ESOP shares (2,898,000) (2,898,000)
Unearned compensation (1,577,000) (1,618,000)
Retained earnings, substantially restricted 16,251,000 16,630,000
--------------------------------------
Total stockholders' equity 21,382,000 21,756,000
--------------------------------------
Total liabilities and stockholders' equity $ 141,652,000 $ 138,950,000
======================================
2
CODDLE CREEK FINANCIAL CORP. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME For the
Three Months Ended March 31, 2003 and 2002
2003 2002
- ------------------------------------------------------------------------------------------------
(Unaudited)
Interest income:
Loans $ 1,957,000 $ 2,416,000
Investment securities 46,000 49,000
Other 61,000 50,000
-------------------------------------
2,064,000 2,515,000
Interest expense:
Deposits 788,000 987,000
Federal Home Loan Bank advances and note payable - 20,000
-------------------------------------
788,000 1,007,000
-------------------------------------
Net interest income 1,276,000 1,508,000
Provision for loan losses 9,000 -
-------------------------------------
Net interest income after provision for loan losses 1,267,000 1,508,000
-------------------------------------
Noninterest income 90,000 59,000
-------------------------------------
Other expenses:
Compensation and employee benefits 641,000 701,000
Management recognition plan 41,000 41,000
Net occupancy 68,000 79,000
Deposit insurance premiums 9,000 5,000
Data processing 57,000 80,000
Other 164,000 201,000
-------------------------------------
980,000 1,107,000
-------------------------------------
Income before income taxes 377,000 460,000
Income taxes 132,000 166,000
-------------------------------------
Net income 245,000 294,000
Other comprehensive income (loss), unrealized holding
gain (loss) arising during the period, net of tax 12,000 (8,000)
-------------------------------------
Comprehensive income (loss) $ 257,000 $ 286,000
=====================================
Basic earnings per share $ 0.39 $ 0.48
=====================================
Diluted earnings per share $ 0.39 $ 0.48
=====================================
Dividends per share $ 1.00 $ 0.25
=====================================
See Notes to Condensed Consolidated Financial Statements.
3
CODDLE CREEK FINANCIAL CORP. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended March 31, 2003 and 2002
2003 2002
- ---------------------------------------------------------------------------------------
(Unaudited)
Cash Flows From Operating Activities
Net income $ 245,000 $ 294,000
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for loan loss 9,000 -
Provision for depreciation 25,000 32,000
Provision for deferred income taxes (1,000) (5,000)
ESOP contribution, net of tax benefit (48,000) (53,000)
Amortization of deferred loan fees 75,000 20,000
Amortization of unearned compensation 41,000 41,000
Amortization of premiums and discounts on
investments (10,000) -
Changes in assets and liabilities:
(Increase) decrease in:
Interest receivable (21,000) (252,000)
Cash value of life insurance - 7,000
Income tax refund claim receivable - 110,000
Prepaid expenses and other assets (88,000) (16,000)
Increase in:
Interest payable 4,000 4,000
Accounts payable and other liabilities 31,000 236,000
Income taxes payable 48,000 42,000
Deferred compensation 4,000 60,000
-----------------------------------
Net cash provided by operating activities 314,000 520,000
-----------------------------------
(Continued)
4
CODDLE CREEK FINANCIAL CORP. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended March 31, 2003 and 2002
2003 2002
- ------------------------------------------------------------------------------------------------------
Cash Flows From Investing Activities
Proceeds from maturities of certificates of deposit $ 100,000 $ -
Purchases of certificates of deposit (100,000) -
Purchases of securities available for sale (499,000) -
Proceeds from maturities of securities available for sale 125,000 732,000
Proceeds from maturities of securities held to maturity 8,000 150,000
(Originations) and principal payments on loans receivable, net 4,264,000 2,073,000
Purchases of office properties and equipment (21,000) -
-----------------------------------
Net cash provided by investing activities 3,877,000 2,955,000
-----------------------------------
Cash Flows From Financing Activities
Net increase (decrease) in deposits 2,914,000 (2,748,000)
Proceeds from Federal Home Loan Bank advances - 5,000,000
Payments on Federal Home Loan Bank advances - (12,700,000)
Increase in advances from borrowers for taxes
and insurance 75,000 55,000
Cash dividends paid (624,000) (153,000)
-----------------------------------
Net cash provided by (used in) financing activities 2,365,000 (10,546,000)
-----------------------------------
Increase (decrease) in cash and cash equivalents 6,556,000 (7,071,000)
Cash and cash equivalents:
Beginning 19,129,000 21,373,000
-----------------------------------
Ending $ 25,685,000 $ 14,302,000
===================================
(Continued)
5
CODDLE CREEK FINANCIAL CORP. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended March 31, 2003 and 2002
2003 2002
- ---------------------------------------------------------------------------------------------------------
Supplemental Schedule of Cash and Cash Equivalents
Interest-bearing $ 24,907,000 $ 13,876,000
Noninterest-bearing 778,000 426,000
-----------------------------------
$ 25,685,000 $ 14,302,000
===================================
Supplemental Schedule of Cash Flow Information
Cash payments for:
Interest $ 784,000 $ 999,000
Income taxes 84,000 56,000
Supplemental Disclosures of Noncash Transactions
Change in unrealized gain (loss) on available for sale securities,
net of deferred taxes $ 12,000 $ (8,000)
Real estate acquired in the settlement of loans 107,000 -
See Notes to Condensed Consolidated Financial Statements.
6
CODDLE CREEK FINANCIAL CORP. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
- --------------------------------------------------------------------------------
Note 1. Nature of Business
On December 30, 1997, pursuant to a Plan of Conversion which was approved by its
members and regulators, Mooresville Savings Bank, Inc., SSB (the "Bank" or
"Mooresville Savings") converted from a North Carolina-chartered mutual savings
bank to a North Carolina-chartered stock savings bank (the "Conversion") and
became a wholly-owned subsidiary of Coddle Creek Financial Corp. (the
"Company"). Coddle Creek was formed to acquire all of the common stock of the
Bank upon its conversion to stock form. The Company has no operations and
conducts no business of its own other than owning Mooresville Savings, investing
its portion of the net proceeds received in the Conversion, and lending funds to
the Employee Stock Ownership Plan (the "ESOP"), which was established in
connection with the Conversion.
Mooresville Savings' results of operations depend primarily on its net interest
income, which is the difference between interest income from interest-earning
assets and interest expense on interest-bearing liabilities. The Bank's
operations are also affected by non-interest income, such as miscellaneous
income from loans, customer deposit account service charges, and other sources
of revenue. The Bank's principal operating expenses, aside from interest
expense, consist of compensation and associated benefits, occupancy costs,
furniture and fixture expense, data processing charges, and other general and
administrative expenses.
Concurrent with the Conversion, and pursuant to North Carolina regulations, the
Bank established a liquidation account in an amount equal to its net worth as
reflected in its statement of financial condition contained in the prospectus
used in connection with the Company's initial public offering. The liquidation
account will be maintained for the benefit of eligible deposit account holders
who continue to maintain their deposit accounts in the Bank after Conversion.
Only in the event of a complete liquidation of the Company will each deposit
account holder be entitled to receive a liquidation distribution from the
liquidation account in the amount of the then current adjusted subaccount
balance for deposit accounts then held before any liquidation distribution may
be made with respect to common stock. Dividends paid by the Bank subsequent to
the Conversion cannot be paid from this liquidation account.
The Company must obtain Federal Reserve approval prior to repurchasing Common
Stock for in excess of 10% of its net worth during any twelve-month period
unless the Company (i) both before and after the redemption satisfies capital
requirements for "well capitalized" state member banks; (ii) received a one or
two rating in its last examination; and (iii) is not the subject of any
unresolved supervisory issues.
Although the payment of dividends and repurchase of stock by the Company are
subject to certain requirements and limitations of North Carolina corporate law,
except as set forth in this discussion, neither the Commissioner nor the FDIC
have promulgated any regulations specifically limiting the right of the Company
to pay dividends and repurchase shares. However, the ability of the Company to
pay dividends or repurchase shares may be dependent upon the Company's receipt
of dividends from the Bank.
A North Carolina-chartered stock savings bank may not declare or pay a cash
dividend on, or repurchase any of its capital stock if the effect of such
transaction would be to reduce the net worth of the institution to an amount
which is less than the minimum amount required by applicable federal and state
regulations. Also, an insured depository institution, such as the Bank, is
prohibited from making capital distributions, including the payment of
dividends, if, after making such distributions, the institution would become
"undercapitalized" (as such term is defined in the applicable law and
regulations).
7
CODDLE CREEK FINANCIAL CORP. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
- --------------------------------------------------------------------------------
Note 1. Nature of Business (Continued)
In addition, the Bank is not permitted to declare or pay a cash dividend on or
repurchase any of its capital stock if the effect thereof would be to cause its
net worth to be reduced below the amount required for the liquidation account
established in connection with the Bank's conversion from mutual to stock
ownership. Under FDIC regulations, stock repurchases may be made by the savings
bank only upon receipt of FDIC approval.
On January 2, 2001, the Board of Directors of the Company declared a special
return of capital dividend of $20.00 per share for stockholders of record as of
January 19, 2000 and payable on January 24, 2001. The ESOP purchased 40,327
additional shares with proceeds from the 2001 return of capital dividend in
2001.
Note 2. Basis of Presentation
The accompanying unaudited financial statements (except for the statement of
financial condition at December 31, 2002, which is derived from audited
financial statements at that date) have been prepared in accordance with
accounting principles generally accepted in the United States of America for
interim financial information and with the instructions to Form 10-QSB.
Accordingly, they do not include all of the information and footnotes required
by accounting principles generally accepted in the United States of America for
complete financial statements. In the opinion of management, all adjustments
(none of which were other than normal recurring accruals) necessary for a fair
presentation of the financial position and results of operations for the periods
presented have been included. The results of operations for the three month
period ended March 31, 2003 are not necessarily indicative of the results of
operations that may be expected for the year ended December 31, 2003. The
accounting policies followed are as set forth in Note 1 of the Notes to
Consolidated Financial Statements in the 2002 Annual Report to Shareholders of
the Company.
Note 3. Earnings Per Share
Earnings per share has been calculated in accordance with Financial Accounting
Standards Board Statement No. 128, Earnings Per Share, and Statement of Position
93-6, Employers' Accounting for Employee Stock Ownership Plans. For purposes of
this computation, the number of shares of common stock purchased by the Bank's
ESOP which have not been allocated to participant accounts are not assumed to be
outstanding. Options to purchase 58,131 shares of common stock at $31.00 per
share were outstanding during the first quarter of 2003 and 2002, and because
the average market price is lower than the exercise price of $31.00, the
incremental shares are not considered dilutive and are not included in the
calculation of dilutive earnings per share.
8
CODDLE CREEK FINANCIAL CORP. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
- --------------------------------------------------------------------------------
Note 3. Earnings per Share (Continued)
The following are reconciliations of the amounts used in the per share
calculations for 2003 and 2002:
For the Three Months Ended
March 31, 2003 and 2002
--------------------------------------------------------
Weighted
Average
Income Shares Per Share
(Numerator) (Denominator) Amount
--------------------------------------------------------
Basic and diluted EPS for 2003 $ 245,000 623,042 $ 0.39
Basic and diluted EPS for 2002 294,000 612,542 0.48
Note 4. Stock Option and Management Recognition Plans
The Company's stockholders approved the Company's Stock Option Plan and the
Bank's Management Recognition Plan (the "MRP") on January 26, 1999. The Stock
Option Plan reserves for issuance up to 67,447 stock options to officers,
directors, and employees at the time of the adoption either in the form of
incentive stock options or non-incentive stock options. The exercise price of
the stock options may not be less than the fair value of the Company's common
stock at date of grant, as adjusted for the stock splits and dividends affecting
market value. As permitted under generally accepted accounting principles,
grants under the plan will be accounted for following the provisions of APB
Opinion No. 25 and its related interpretations. At March 31, 2003, 58,131
options have been granted at an exercise price of $31.00 and all are currently
exercisable. No options have been exercised to date, and all options granted are
outstanding at March 31, 2003. No options were granted in the three-month
periods ending March 31, 2003 and 2002. The options outstanding have a
weighted-average remaining life of 7 years, and the income effect of the options
is immaterial.
The MRP reserved for issuance 26,979 shares of common stock to officers,
directors, and employees at the time of the adoption. The Bank issued 24,281
shares and 400 shares from authorized but unissued common stock to fund the MRP
on January 26, 1999 and January 26, 2000, respectively. The restricted common
stock under the MRP vests 25% at the date of grant and 25% annually beginning on
the one year anniversary of the date of grant.
9
CODDLE CREEK FINANCIAL CORP. AND SUBSIDIARY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
- --------------------------------------------------------------------------------
Comparison of Financial Condition at March 31, 2003 and December 31, 2002:
At March 31, 2003 and December 31, 2002 total assets amounted to $141.7 million
and $139.0 million, respectively. Loans receivable, net, decreased from $110.8
million at December 31, 2002 to $106.4 million at March 31, 2003, a $4.4 million
decrease. Deposits increased $3.0 million from $113.6 million at December 31,
2002 to $116.6 million at March 31, 2003. Investment securities increased $.4
million from $4.2 million at December 31, 2002 to $4.6 million at March 31, 2003
due to maturities of securities amounting to $.2 million and purchases of
securities in the amount of $.6 million. Stockholders' equity decreased by
$374,000 for the three months ended March 31, 2003. This decrease is primarily
due to net income of $245,000 offset by the payment of a dividend of $624,000
paid during the first quarter of 2003. The Company's liquidity position improved
during the quarter as cash and cash equivalents increased $6.6 million to $25.7
million at March 31, 2003 from $19.1 million at December 31, 2002. This increase
is primarily the result of the decrease in loans and an increase in savings
deposits.
The Bank's level of nonperforming loans, defined as loans past due 90 days or
more, has historically been and continues to be low as a percentage of total
loans outstanding. The Bank had $3.2 million of loans outstanding which were
delinquent more than 90 days at March 31, 2003, compared to $2.3 million at
December 31, 2002. This increase is due to slower customer payments and the
addition of a few large dollar loans into this delinquency category. Based on
management's analysis of the adequacy of the allowance for loan losses, the
composition of the loan portfolio, the credit risk inherent in the portfolio and
historical loan loss experience, the allowance for loan losses is $855,000 and
$865,000 at March 31, 2003 and at December 31, 2002, respectively. Management
believes the allowance to be adequate to absorb any future losses in the
portfolio. See loan analysis on pages 12 and 13.
At March 31, 2003, the Company's capital amounted to $21.4 million, which as a
percentage of total consolidated assets was 15%, and was in excess of the
regulatory capital requirements at such date.
Comparison of Operating Results for the Three Months Ended March 31, 2003 and
2002:
General. Net income for the three months ended March 31, 2003 was $245,000
compared to $294,000 during the same quarter in 2002. The decrease in net income
is due primarily to the decrease in the loan volume.
Interest income. Interest income decreased by $.4 million from $2.5 million for
the three months ended March 31, 2002 to $2.1 million for the three months ended
March 31, 2003. The decrease is primarily due to a reduction in loan volume
during the first quarter of 2003 as compared to 2002. The decrease is also
partially due to a decrease in the average yield on interest earning assets from
7.36% during the three months ending March 31, 2002 to 6.11% during the three
months ending March 31, 2003. Approximately 96% of the Bank's assets were
interest-earning at March 31, 2003, and approximately 78% of such
interest-earning assets were held in the form of loans receivable.
10
CODDLE CREEK FINANCIAL CORP. AND SUBSIDIARY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
- --------------------------------------------------------------------------------
Interest expense. Interest expense decreased by $.2 million from $1.0 million
during the three months ended March 31, 2002 to $.8 million for the three months
ended March 31, 2003. The decrease is primarily due to lower interest rates paid
on interest-bearing liabilities outstanding during the first quarter of 2003 in
comparison to the same quarter a year earlier.
Net interest income. Net interest income decreased by $.2 million from $1.5
million for the three months ended March 31, 2002 to $1.3 million for the three
months ended March 31, 2003, primarily due to the decrease in the loan volume,
the effect of which was not entirely offset by the lower interest rates paid on
interest-bearing liabilities.
Provision for loan losses. The Bank made provisions for loan losses amounting to
$9,000 and $-0- during the quarters ended March 31, 2003 and 2002. Provisions,
which are charged to operations, and the resulting loan loss allowances, are
amounts the Bank's management believes will be adequate to absorb losses on
existing loans that may become uncollectible. Loans are charged off against the
allowance when management believes that collectibility is unlikely. The
evaluation to increase or decrease the provision and resulting allowances is
based both on prior loan loss experience and other factors, such as changes in
the nature and volume of the loan portfolio, overall portfolio quality, and
current economic conditions.
The Bank's level of nonperforming loans has remained consistently low in
relation to prior periods and total loans outstanding. At March 31, 2003, the
Bank's level of general valuation allowances for loan losses amounted to
$855,000, which management believes is adequate to absorb potential losses in
its loan portfolio.
Non-interest expense. Non-interest expense decreased from $1.1 to $1.0 million
for the three months ended March 31, 2003 compared to 2002. All categories of
non-interest expense fluctuated by insignificant amounts between the two
periods.
11
CODDLE CREEK FINANCIAL CORP. AND SUBSIDIARY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
- --------------------------------------------------------------------------------
Loans Receivable Breakdown
March 31, December 31,
------------------------------------------------------------------------------------
2003 2002 2001
------------------------------------------------------------------------------------
Percentage Percentage Percentage
Amount of Total Amount of Total Amount of Total
------------------------------------------------------------------------------------
Real estate loans:
One-to-four family residential $ 90,032,000 84.63% $ 91,537,000 82.58% $ 100,697,000 84.57%
Multi-family residential 1,078,000 1.01 1,082,000 0.98 1,002,000 0.84
Nonresidential 3,314,000 3.11 4,111,000 3.71 3,563,000 2.99
Construction 974,000 0.92 2,539,000 2.29 4,126,000 3.47
Equity line 9,865,000 9.27 10,386,000 9.37 10,079,000 8.46
------------------------------------------------------------------------------------
Total real estate loans 105,263,000 98.94 109,655,000 98.93 119,467,000 100.33
------------------------------------------------------------------------------------
Consumer Loans:
Installment loans 2,555,000 2.40 2,748,000 2.48 2,394,000 2.01
Other 1,123,000 1.06 969,000 0.87 864,000 0.73
------------------------------------------------------------------------------------
Total consumer loans 3,678,000 3.46 3,717,000 3.35 3,258,000 2.74
------------------------------------------------------------------------------------
Total gross loans 108,941,000 102.40 113,372,000 102.28 122,725,000 103.07
------------------------------------------------------------------------------------
Less:
Construction loans in process (797,000) (0.75) (764,000) (0.69) (1,938,000) (1.63)
Net deferred loan fees (900,000) (0.85) (899,000) (0.81) (825,000) (0.69)
Allowance for loan losses (855,000) (0.80) (865,000) (0.78) (896,000) (0.75)
------------------------------------------------------------------------------------
(2,552,000) (2.40) (2,528,000) (2.28) (3,659,000) (3.07)
------------------------------------------------------------------------------------
$ 106,389,000 100.00% $ 110,844,000 100.00% $ 119,066,000 100.00%
====================================================================================
12
CODDLE CREEK FINANCIAL CORP. AND SUBSIDIARY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
- --------------------------------------------------------------------------------
Analysis of Loan Losses
Three Months
Ended Years Ended December 31,
March 31, ----------------------------------------------------
2003 2002 2001 2000
----------------------------------------------------------------------
Balance at beginning of period $ 865,000 $ 896,000 $ 905,000 $ 898,000
----------------------------------------------------------------------
Loans charged off:
Real Estate (16,000) - - -
Consumer (3,000) (31,000) (9,000) -
----------------------------------------------------------------------
Total loans charged off (19,000) (31,000) (9,000) -
----------------------------------------------------------------------
Recoveries:
Real Estate - - - 7,000
Consumer - - - -
----------------------------------------------------------------------
Total recoveries - - - 7,000
----------------------------------------------------------------------
Provision for loan losses 9,000 - - -
----------------------------------------------------------------------
Balance at end of period $ 855,000 $ 865,000 $ 896,000 $ 905,000
======================================================================
Ratio of net charge-offs to
average loans outstanding 0.02% 0.03% 0.01% 0.00%
======================================================================
At December 31,
March 31, ----------------------------------------------------
2003 2002 2001 2000
----------------------------------------------------------------------
Nonaccrual loans $ 2,458,000 $ 1,697,000 $ 1,350,000 $ 1,436,000
Accruing loans past due 90 days or more 735,000 639,000 636,000 657,000
Troubled debt restructuring - - - -
Foreclosed real estate 107,000 - - -
----------------------------------------------------------------------
Total nonperforming assets $ 3,300,000 $ 2,336,000 $ 1,986,000 $ 2,093,000
======================================================================
Nonperforming loans to total gross loans 3.03% 2.06% 1.62% 1.55%
======================================================================
Nonperforming assets to total assets 2.33% 1.68% 1.33% 1.38%
======================================================================
Total assets $ 141,652,000 $138,950,000 $149,849,000 $151,732,000
Total gross loans $ 108,941,000 $113,372,000 $122,725,000 $135,054,000
13
CODDLE CREEK FINANCIAL CORP. AND SUBSIDIARY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
- --------------------------------------------------------------------------------
Net Interest Income
The following table provides information concerning the Bank's yields on
interest earning assets and cost of funds on interest-bearing liabilities for
the three months ended March 31, 2003 and the year ended December 31, 2002.
At March 31, For the Three Months Ended For the Year Ended
2003 March 31, 2003 December 31, 2002
-------------------------------------------------------------------------------
Average Average Average
Yield/ Average Yield/ Average Yield/
Rate Balance Interest Rate* Balance Interest Rate
-------------------------------------------------------------------------------
(Dollars in Thousands)
Interest-earning assets:
Interest-bearing deposits 1.27% $ 23,736 $ 61 1.03% $ 14,138 $ 205 1.45%
Investments 4.83% 3,410 46 5.40% 3,392 173 5.10%
Loans receivable, net 6.79% 107,929 1,957 7.25% 118,277 8,886 7.51%
----------------------- -----------------------
Total interest-earning assets 5.77% 135,075 2,064 6.11% 135,807 9,264 6.82%
Other assets 6,425 4,434
------------- ------------
Total assets $ 141,500 $ 140,241
============= ============
Interest-bearing liabilities:
NOW and Money market 1.25% $ 29,273 $ 107 1.46% $ 27,530 $ 447 1.62%
Passbook accounts 1.19% 10,520 39 1.48% 10,252 171 1.67%
Certificates of deposit 3.36% 76,246 642 3.37% 73,556 2,976 4.05%
Note payable and FHLB advances n/a - - n/a 3,922 91 2.32%
----------------------- -----------------------
Total interest-bearing liabilities 2.63% 116,039 788 2.72% 115,260 3,685 3.20%
Other liabilities 4,222 3,908
Stockholders' equity 21,239 21,073
------------- ------------
Total liabilities and stockholder's
equity $ 141,500 $ 140,241
============= ============
Net interest income and interest
rate spread 3.14% $ 1,276 3.39% $ 5,579 3.62%
========== ===========
Net yield on interest-earning
assets 3.78% 4.11%
Ratio of average interest-earning
assets to average interest-bearing
liabilities 116.40% 117.83%
*Annualized
14
CODDLE CREEK FINANCIAL CORP. AND SUBSIDIARY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
- --------------------------------------------------------------------------------
Critical Accounting Policies:
In the ordinary course of business, the Company has made a number of estimates
and assumptions relating to the reporting of results of operations and financial
condition in preparing its financial statements in conformity with accounting
principals generally accepted in the United States of America. Actual results
could differ significantly from those estimates under different assumptions and
conditions. The Company believes the following discussion addresses the
Company's most critical accounting policies, which are those that are most
important to the portrayal of the Company's financial condition and results of
operations and require management's most difficult, subjective and complex
judgments, often as a result of the need to make estimates about the effect of
matters that are inherently uncertain.
Allowance for Loan Losses. The allowance for loan losses is a material
estimate that is particularly susceptible to significant changes in the near
term, and is established through a provision for loan losses. The allowance is
based upon past loan loss experience and other factors which, in management's
judgment, deserve current recognition in estimating loan losses. The evaluation
includes a review of all loans on which full collectibility may not be
reasonably assured. Other factors considered by management include the size and
character of the loan portfolio, concentrations of loans to specific borrowers
or industries, existing economic conditions and historical losses on each
portfolio category. In connection with the determination of the allowance for
loan losses, management obtains independent appraisals for significant
properties that collateralize loans. With respect to loans that are deemed
impaired, if any, the calculation of allowance for loan losses is based upon the
discounted present value of expected cash flows to be received from the debtor,
or other measures of market prices or collateral values. Management believes
that it uses the best information available to make such determinations. If
actual circumstances differ substantially from the assumptions used in making
determinations, future adjustments to the allowance for loan losses may be
necessary, and results of operations will be affected. For example, a prolonged
economic turndown will negatively impact customers' abilities to repay their
loans in a timely manner and could result in an adverse effect in the Company's
net income. While the Company believes it has established its existing allowance
for loan losses in conformity with accounting principals generally accepted in
the United States of America, there can be no assurance that regulators, in
reviewing the Bank's loan portfolio, will not request an increase in the
allowance for loan losses. Because future events affecting the borrowers and
collateral cannot be predicted with certainty, there can be no assurance that
increases to the allowance will not be necessary if loan quality deteriorates.
The above is not intended to be a comprehensive list of all the
Company's accounting policies.
Capital Resources and Liquidity:
The term "liquidity" generally refers to an organization's ability to generate
adequate amounts of funds to meet its needs for cash. More specifically for
financial institutions, liquidity ensures that adequate funds are available to
meet deposit withdrawals, fund loan and capital expenditure commitments,
maintain reserve requirements, pay operating expenses, and provide funds for
debt service, dividends to stockholders, and other institutional commitments.
Funds are primarily provided through financial resources from operating
activities, expansion of the deposit base, borrowings, through the sale or
maturity of investments, the ability to raise equity capital, or maintenance of
shorter term interest-bearing deposits.
15
CODDLE CREEK FINANCIAL CORP. AND SUBSIDIARY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
- --------------------------------------------------------------------------------
Capital Resources and Liquidity (Continued):
Mooresville Savings must maintain liquidity in the form of cash, cash
equivalents and investment securities, including mortgage-backed securities,
equal to at least 10% of total assets. The Bank's liquidity ratio at March 31,
2003 was considerably in excess of such requirements. The Bank's liquidity has
increased from December 31, 2002 in order to fund the Bank's expected loan
growth. Given its excess liquidity and its ability to borrow from the Federal
Home Loan Bank, the Bank believes that it will have sufficient funds available
to meet anticipated future loan commitments, unexpected deposit withdrawals, and
other cash requirements.
Impact of the Inflation and Changing Prices:
The financial statements and accompanying footnotes have been prepared in
accordance with accounting principles generally accepted in the United States of
America, which require the measurement of financial position and operating
results in terms of historical dollars without consideration for changes in the
relative purchasing power of money over time due to inflation. The assets and
liabilities of the Bank are primarily monetary in nature and changes in market
interest rates have a greater impact on the Bank's performance than do the
effects of inflation.
Item 3. Controls and Procedures
In connection with the preparation of this report, the Corporation's
President/CEO and Controller/Chief Financial Officer have evaluated the
effectiveness of the Corporation's disclosure controls and procedures as of a
date within 90 days of the filing of the report and have concluded that the
Corporation's disclosure controls and procedures are suitable and effective for
the Corporation, taking into consideration the size and nature of the
Corporation's business and operations. There were no significant changes in the
internal controls or in other factors that could significantly affect internal
controls subsequent to the date of evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.
16
Part II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company is not engaged in any material legal proceedings at the
present time. From time to time, the Company is a party to legal
proceedings within the normal course of business wherein it enforces
its security interest in loans made by it, and other matters of a
like kind.
Item 2. Changes in Securities and Use of Proceeds
Not applicable
Item 3. Defaults Upon Senior Securities
Not applicable
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable
Item 5. Other Information
Not applicable
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit (3)(i) Certificate of Incorporation, incorporated
herein by reference to Exhibit (3)(i) to
the Registration Statement on Form S-1,
Registration No. 333-35497, dated
September 12, 1997, and amended on
November 5 and 10, 1997.
Exhibit (3)(ii) Bylaws, incorporated herein by reference
to Exhibit (3)(ii) to the Registration
Statement on Form S-1, Registration No.
333-35497, dated September 12, 1997, and
amended on November 5 and 10, 1997.
Exhibit (4) Specimen Stock Certificate, incorporated
herein by reference to Exhibit (4) to the
Registration Statement on Form S-1,
Registration No. 333-35497, dated
September 12, 1997, and amended on
November 5 and 10, 1997.
Exhibit (10)(a) Employment Agreement between Mooresville
Savings Bank, Inc., S.S.B. and George W.
Brawley, Jr. dated December 30, 1997, as
amended on December 15, 1998, incorporated
herein by reference to Exhibit 10 (a) to
the Company's Form 10-K for the year ended
December 31, 1998.
Exhibit (10)(b) Employment Agreement between Mooresville
Savings Bank, Inc., S.S.B. and Dale W.
Brawley dated December 30, 1997, as
amended on December 15, 1998, incorporated
herein by reference to Exhibit 10 (b) to
the Company's Form 10-K for the year ended
December 31, 1998.
17
Exhibit (10)(c) Employment Agreement between Mooresville
Savings Bank, Inc., S.S.B. and Billy R.
Williams dated December 30, 1997, as
amended on December 15, 1998, incorporated
herein by reference to Exhibit 10 (c) to
the Company's Form 10-K for the year ended
December 31, 1998.
Exhibit (10)(d) Employee Stock Ownership Plan and Trust of
Mooresville Savings Bank, Inc., S.S.B.,
incorporated by reference to Exhibit 10(d)
to the Company's Form 10-K for the year
ended December 31, 1997.
Exhibit (10)(e) Mooresville Savings Bank, Inc., S.S.B.
Severance Plan, incorporated herein by
reference to Exhibit 10(f) to the
Registration Statement on Form S-1,
Registration No. 333-35497, dated
September 12, 1997, and as amended on
November 5 and 10, 1997.
Exhibit (10)(f) Capital Maintenance Agreement between
Coddle Creek Financial Corp. and
Mooresville Savings Bank, Inc., S.S.B.,
incorporated by reference to Exhibit 10(f)
to the Company's Form 10-K for the year
ended December 31, 1997.
Exhibit (10)(g) Management Recognition Plan of Mooresville
Savings Bank, Inc., S.S.B., incorporated
herein by reference to Exhibit 10(g) to
the Company's Form 10-K for the year ended
December 31, 1998.
Exhibit (10)(h) Stock Option Plan of Coddle Creek
Financial Corp., incorporated herein by
reference to Exhibit 10(h) to the
Company's Form 10-K for the year ended
December 31, 1998.
Exhibit (10)(i) (i) Amended and Restated Retirement
Payment Agreements between Mooresville
Savings Bank, Inc., S.S.B. and each of
Donald R. Belk, George W. Brawley and
Claude U. Voils, Jr. dated September 3,
1979, as amended and restated September 8,
1997 and as amended on December 16, 1998,
incorporated herein by reference to
Exhibit 10(i)(i) to the Company's Form
10-K for the year ended December 31, 1998.
(ii) Retirement Payment Agreement between
Mooresville Savings Bank, Inc., S.S.B. and
Calvin E. Tyner dated September 3, 1979,
as amended on September 8, 1997,
incorporated herein by reference to
Exhibit 10(i)(ii) to the Company's Form
10-K for the year ended December 31, 1998.
(iii) Amended and Restated Director's
Deferred Compensation Agreements between
Mooresville Savings Bank, Inc., S.S.B. and
each of Donald R. Belk, George W. Brawley,
Jr., and Claude U. Voils, Jr. dated
January 1, 1985, as amended and restated
on March 31, 1988 and September 8, 1997
and as amended for Messrs. Belk, Brawley,
and Voils on December 16, 1998,
incorporated herein by reference to
Exhibit 10(i)(iii) to the Company's Form
10-K for the year ended December 31, 1998.
18
(iv) Amended and Restated Director's
Deferred Compensation Agreements between
Mooresville Savings Bank, Inc., S.S.B. and
each of Donald R. Belk, George W. Brawley,
Jr.., Calvin E. Tyner, and Claude U.
Voils, Jr. dated December 1, 1985, as
amended and restated on September 8, 1997
and as amended for Messrs. Belk, Brawley
and Voils on December 16, 1998,
incorporated herein by reference to
Exhibit 10(i)(iv) to the Company's Form
10-K for the year ended December 31, 1998.
(v) Amended and Restated Retirement Plan
Agreements between Mooresville Savings
Bank, Inc., S.S.B. and each of George W.
Brawley, Jr., Donald R. Belk, Claude U.
Voils, Jr. and Calvin E. Tyner dated
November 1, 1993, as amended and restated
on September 15, 1997, and as amended for
Messrs. Brawley, Belk, and Voils on
December 16, 1998, incorporated herein by
reference to Exhibit 10(i)(v) to the
Company's Form 10-K for the year ended
December 31, 1998.
(vi) Amended and Restated Retirement
Payment Agreements between Mooresville
Savings Bank, S.S.B. and George W.
Brawley, Jr. dated December 1, 1990, as
amended and restated on September 8, 1997
and as amended on December 16, 1998,
incorporated herein by reference to
Exhibit 10(i)(vi) to the Company's Form
10-K for the year ended December 31, 1998.
(vii) Amended and Restated Retirement
Payment Agreement between Mooresville
Savings Bank, S.S.B. and Dale W. Brawley
dated November 1, 1990, amended and
restated on October 21, 1993, as amended
and restated on September 8, 1997,
incorporated herein by reference to
Exhibit 10(i)(vii) to the Company's Form
10-K for the year ended December 31, 1998.
(viii) Amended and Restated Retirement
Payment Agreements between (a) Mooresville
Savings Bank, Inc., S.S.B. and each of
Donald R. Belk, George W. Brawley, Jr.,
and Claude U. Voils, Jr. dated March 1,
1993, as amended and restated on September
8, 1997 and as amended for each of them on
December 16, 1998 and (b) Mooresville
Savings Bank, Inc., S.S.B. and Dale W.
Brawley dated February 11, 1993, as
amended and restated on October 21, 1993
and September 8, 1997, incorporated herein
by reference to Exhibit 10(i)(viii) to the
Company's Form 10-K for the year ended
December 31, 1998.
(ix) Amended and Restated Retirement
Payment Agreements between Mooresville
Savings Bank, Inc., S.S.B. and each of
Dale W. Brawley and George W. Brawley, Jr.
dated August 1, 1993, amended and restated
on October 23, 1993 for Dale W. Brawley,
as amended and restated on September 8,
1997, and as amended for George W. Brawley
on December 16, 1998, incorporated herein
by reference to Exhibit 10(i)(ix) to the
Company's Form 10-K for the year ended
December 31, 1998.
19
(x) Amended and Restated Retirement
Payment Agreement between Mooresville
Savings Bank, Inc., S.S.B. and Jack G.
Lawler dated June 1, 1994, as amended and
restated on September 8, 1997,
incorporated herein by reference to
Exhibit 10(i)(x) to the Company's Form
10-K for the year ended December 31, 1998.
(xi) Amended and Restated Salary
Continuation Agreements between
Mooresville Savings Bank, Inc., S.S.B. and
each of Dale W. Brawley, George W.
Brawley, Jr., Patricia B. Clontz, and
Richard E. Woods dated September 1, 1984,
as amended and restated on September 17,
1997, and as amended for George W. Brawley
on December 16, 1998, incorporated herein
by reference to Exhibit 10(i)(x) to the
Company's Form 10-K for the year ended
December 31, 1998.
(xii) Amended and Restated Supplemental
Income Agreements between Mooresville
Savings Bank, Inc., S.S.B. and each of
Dale W. Brawley, George W. Brawley, Jr.,
Billy R. Williams, Donald G. Jones and
Richard E. Woods dated November 1, 1993,
as amended and restated on September 17,
1997, and as amended for George W. Brawley
on December 16, 1998, incorporated herein
by reference to Exhibit 10(i)(xii) to the
Company's Form 10-K for the year ended
December 31, 1998.
(xiii) Amended and Restated Salary
Continuation Agreements between
Mooresville Savings Bank, S.S.B. and each
of Lucille Doster, Marie Hedrick, Carol
Huffman, Brenda Johnson, D. Glenn Jones,
and Nancy Lee Petrea dated February 1,
1988, as amended and restated on September
17, 1997, incorporated herein by reference
to Exhibit 10(i)(xiii) to the Company's
Form 10-K for the year ended December 31,
1998.
Exhibit (10)(j) Mooresville Savings Bank, Inc., S.S.B.
Non-Qualified Excess Savings Plan,
incorporated herein by reference to
Exhibit 10(i) to the Registration
Statement on Form S-1, Registration No.
333-35497, dated September 12, 1997, as
amended on November 5 and 10, 1997.
Exhibit 99 Certification pursuant to 18 U.S.C.
Section 1350
(b) No reports on Form 8-K were filed during the three months ended
March 31, 2003.
20
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.
Coddle Creek Financial Corp.
Dated May 15, 2003 By: /s/ George W. Brawley, Jr.
------------------------------- ----------------------------
George W. Brawley
President and CEO
Dated May 15, 2003 By: /s/ Billy R. Williams
-------------------------------- ----------------------------
Billy R. Williams
Secretary/Controller
21
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
I, George W. Brawley, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Coddle Creek
Financial Corp. (the "registrant");
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant, and we have;
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, is made known to us
by others within those entities, particularly during the period in
which this quarterly report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date.
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
the registrant's board of directors (or persons performing the equivalent
function);
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: May 15, 2003 By: /s/ George W. Brawley
-------------------------------------------
George W. Brawley
President and Chief Executive Officer
22
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
I, Billy R. Williams, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Coddle Creek
Financial Corp. (the "registrant");
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant, and we have;
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, is made known to us
by others within those entities, particularly during the period in
which this quarterly report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date.
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
the registrant's board of directors (or persons performing the equivalent
function);
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: May 15, 2003 By: /s/ Billy R. Williams
-------------------------------------------
Billy R. Williams
Secretary, Controller
23