UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2009
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: 000-31937
GRANDSOUTH BANCORPORATION
(Exact name of registrant as specified in its charter)
Incorporated in the State of South Carolina
I.R.S. Employer Identification Number 57-1104394
381 Halton Road, Greenville, SC 29607
(Address of Principal Executive Offices)
(864) 770-1000
(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.
[ X ] Yes [ ] No
Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T
during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files).
[ X ] Yes [ ] No (Not yet applicable to the Registrant)
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
(Check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
[ ] Yes [X] No
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date. Common Stock - No
Par Value, 3,565,964 Shares Outstanding on November 13, 2009
GRANDSOUTH BANCORPORATION
Index to Form 10-Q
Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets ...................................... 3
Consolidated Statements of Income ................................ 4
Consolidated Statements of Changes in Shareholders' Equity
and Comprehensive Income ..................................... 6
Consolidated Statements of Cash Flows ............................ 7
Notes to Unaudited Consolidated Financial Statements ............. 9
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations .................................... 21
Item 3. Quantitative and Qualitative Disclosures About Market Risk ....... 31
Item 4T. Controls and Procedures .......................................... 31
PART II. OTHER INFORMATION
Item 6. Exhibits ......................................................... 31
SIGNATURES ................................................................. 32
Exhibit Index .............................................................. 33
|
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
GRANDSOUTH BANCORPORATION
Consolidated Balance Sheets
(Unaudited)
September 30, December 31,
2009 2008
----- ----
(Dollars in thousands, except per share)
Assets
Cash and due from banks ............................................................. $ 6,181 $ 2,329
Interest bearing transaction accounts with other banks .............................. 6,371 8,453
Federal funds sold .................................................................. 2,229 429
-------- --------
Cash and cash equivalents ....................................................... 14,781 11,211
Certificates of deposit with other banks ............................................ 2,000 2,000
Securities available for sale ....................................................... 35,698 47,378
Other investments, at cost .......................................................... 2,090 1,926
Loans, net of allowance for loan losses of $5,530
for 2009 and $4,110 for 2008 .................................................... 299,657 297,523
Premises and equipment, net ......................................................... 4,612 4,744
Bank owned life insurance ........................................................... 5,100 4,944
Assets acquired in settlement of loans .............................................. 2,105 674
Interest receivable ................................................................. 1,950 2,077
Deferred income taxes ............................................................... 485 1,033
Goodwill ............................................................................ 737 737
Other assets ........................................................................ 1,609 770
-------- --------
Total assets ................................................................. $370,824 $375,017
======== ========
Liabilities
Deposits
Noninterest bearing ............................................................. $ 16,484 $ 15,331
Interest bearing ................................................................ 286,780 295,554
-------- --------
Total deposits ............................................................... 303,264 310,885
Long-term Federal Home Loan Bank advances ........................................... 24,000 29,000
Junior subordinated debentures ...................................................... 8,247 8,247
Interest payable .................................................................... 393 639
Other liabilities ................................................................... 1,983 2,073
-------- --------
Total liabilities ............................................................ 337,887 350,844
-------- --------
Shareholders' equity
Preferred stock - Series T - $1,000 per share liquidation preference;
issued and outstanding - 9,000 at September 30, 2009 and
none at December 31, 2008 ....................................................... 7,685 -
Preferred stock, Series W - $1,000 per share liquidation preference;
issued and outstanding - 450 at September 30, 2009 and
none at December 31, 2008 ....................................................... 1,371 -
Common stock - no par value; 20,000,000 shares authorized;
issued and outstanding - 3,573,695 at September 30, 2009 and
3,573,695 at December 31, 2008 .................................................. 20,029 19,940
Retained earnings ................................................................... 3,548 3,970
Accumulated other comprehensive income .............................................. 304 263
-------- --------
Total shareholders' equity ................................................... 32,937 24,173
-------- --------
Total liabilities and shareholders' equity ................................... $370,824 $375,017
======== ========
|
The accompanying notes are an integral part of these consolidated financial
statements.
3
GRANDSOUTH BANCORPORATION
Consolidated Statements of Income
(Unaudited)
Period Ended September 30,
--------------------------
Three Months Nine Months
------------ -----------
2009 2008 2009 2008
---- ---- ---- ----
(Dollars in thousands, except per share)
Interest income
Interest and fees on loans ...................................................... $ 5,144 $ 5,394 $ 14,974 $ 16,602
Investment securities
Taxable ....................................................................... 286 510 1,145 1,701
Nontaxable .................................................................... 143 143 424 427
Dividends ....................................................................... 4 14 4 51
Other ........................................................................... 25 74 94 201
-------- -------- -------- --------
Total interest income ....................................................... 5,602 6,135 16,641 18,982
-------- -------- -------- --------
Interest expense
Deposits ........................................................................ 1,750 2,695 5,845 8,559
Federal Home Loan Bank advances ................................................. 225 264 678 531
Junior subordinated debentures .................................................. 51 99 183 329
-------- -------- -------- --------
Total interest expense ...................................................... 2,026 3,058 6,706 9,419
-------- -------- -------- --------
Net interest income .................................................................. 3,576 3,077 9,935 9,563
Provision for loan losses ............................................................ 2,300 670 4,150 1,385
-------- -------- -------- --------
Net interest income after provision for loan losses .................................. 1,276 2,407 5,785 8,178
-------- -------- -------- --------
Noninterest income
Service charges on deposit accounts ............................................. 120 139 397 374
Gain on sale of securities available for sale ................................... - - - 16
Gain (loss) on sale of assets acquired in settlement
of loans .................................................................... (14) 29 (14) (24)
Gain on sale of premises and equipment .......................................... 17 16 17 43
Other income .................................................................... 70 77 249 193
-------- -------- -------- --------
Total noninterest income .................................................... 193 261 649 602
-------- -------- -------- --------
Noninterest expense
Salaries and employee benefits .................................................. 1,274 1,189 3,843 3,841
Occupancy and equipment ......................................................... 137 90 452 497
Data processing ................................................................. 111 120 333 391
Insurance ....................................................................... 187 96 600 296
Postage and supplies ............................................................ 31 73 120 189
Professional fees ............................................................... 160 113 380 370
Real estate and loan ............................................................ 57 44 138 124
Other ........................................................................... 137 206 395 407
-------- -------- -------- --------
Total noninterest expenses .................................................. 2,094 1,931 6,261 6,115
-------- -------- -------- --------
Income (loss) before income taxes .................................................... (625) 737 173 2,665
Income tax expense (benefit) ......................................................... (225) 265 20 954
-------- -------- -------- --------
Net income (loss) .................................................................... (400) 472 153 1,711
-------- -------- -------- --------
Deductions for amounts not applicable to common shareholders:
Net amortization of preferred stock
to liquidation preference value ............................................. 23 - 66 -
Dividends declared or accumulated
on preferred stock .......................................................... 123 - 356 -
-------- -------- -------- --------
Net income (loss) applicable to common shareholders .................................. $ (546) $ 472 $ (269) $ 1,711
======== ======== ======== ========
|
The accompanying notes are an integral part of these consolidated financial
statements.
4
GRANDSOUTH BANCORPORATION
Consolidated Statements of Income - continued
(Unaudited)
Period Ended September 30,
--------------------------
Three Months Nine Months
------------ -----------
2009 2008 2009 2008
---- ---- ---- ----
(Dollars in thousands, except per share)
Per share of common stock
Net income (loss) applicable to common shareholders ................. $ (0.15) $ 0.14 $ (0.08) $ 0.50
Net income (loss) applicable to common shareholders,
assuming dilution ............................................... (0.15) 0.13 (0.08) 0.48
Cash dvidends declared .............................................. 0.02 0.02 0.06 0.06
|
The accompanying notes are an integral part of these consolidated financial
statements.
5
GRANDSOUTH BANCORPORATION
Consolidated Statements of Changes in Shareholders' Equity and Comprehensive
Income
(Unaudited)
Shares of Accumulated
Common Preferred Common Retained Other Comprehensive
Stock Stock Stock Earnings Income (Loss) Total
----- ----- ----- -------- ------------- -----
(Dollars in thousands, except per share)
Balance, January 1, 2008, previously reported .. 3,381,488 $ - $ 19,200 $ 3,083 $ 184 $ 22,467
Correction of accounting error (Note 5) ........ - - - (183) - (183)
---------- ---------- ---------- ---------- ---------- ----------
Balance January 1, 2008, as corrected .......... 3,381,488 - 19,200 2,900 184 22,284
Comprehensive income:
Net income ................................. - - - 1,711 - 1,711
----------
Unrealized holding gains and losses
on available for sale securities
arising during the period, net of
income taxes of $33 ...................... - - - - (64) (64)
Less: Reclassification adjustment
for gain on sale of securities
available for sale, net of
income taxes of $5 ....................... - (11) (11)
----------
Other comprehensive income (loss) ...... (75)
----------
Total comprehensive income ........... - - - - - 1,636
----------
Execise of stock options ....................... 184,476 - 599 - - 599
Share-based compensation ....................... - - 85 - - 85
Cash dividends declared, $.06 per share ........ - - - (206) - (206)
---------- ---------- ---------- ---------- ---------- ----------
Balance, September 30, 2008 .................... 3,565,964 $ - $ 19,884 $ 4,405 $ 109 $ 24,398
========== ========== ========== ========== ========== ==========
Balance, January 1, 2009 ....................... 3,573,695 $ - $ 19,940 $ 3,970 $ 263 $ 24,173
----------
Comprehensive income:
Net income ................................. - - - 153 - 153
----------
Unrealized holding gains and losses
on available for sale securities
arising during the period, net of
income taxes of $21 ...................... - - - - 41 41
----------
Other comprehensive income ............. 41
----------
Total comprehensive income ........... - - - - - 194
----------
Issuance of preferred stock .................... - 8,990 - - - 8,990
Cash dividends declared on preferred stock ..... - - - (295) - (295)
Net accretion (amortization) of preferred stock - 66 - (66) - -
Share-based compensation ....................... - - 89 - - 89
Cash dividends declared on common stock,
$.06 per share ............................. - - - (214) - (214)
---------- ---------- ---------- ---------- ---------- ----------
Balance, September 30, 2009 .................... 3,573,695 $ 9,056 $ 20,029 $ 3,548 $ 304 $ 32,937
========== ========== ========== ========== ========== ==========
|
The accompanying notes are an integral part of these consolidated financial
statements.
6
GRANDSOUTH BANCORPORATION
Consolidated Statements of Cash Flows
(Unaudited)
Nine Months Ended
September 30,
2009 2008
----- ----
(Dollars in thousands)
Operating activities
Net income .............................................................................. $ 153 $ 1,711
Adjustments to reconcile net income to net
cash provided by operating activities
Provision for loan losses ........................................................ 4,150 1,385
Depreciation ..................................................................... 215 252
Net securities discount accretion ................................................ (262) (35)
Gain on sale of securities available for sale .................................... - (16)
Gain on sale of premises and equipment ........................................... (17) (43)
Loss on sale of assets acquired in settlement of loans ........................... 14 24
Increase in cash surrender value of bank owned life insurance .................... (156) (139)
Writedowns of foreclosed assets .................................................. 25 -
(Increase) decrease in other assets .............................................. (712) 251
Decrease in other liabilities .................................................... (336) (633)
Increase (decrease) in defered tax assets ........................................ 527 (1)
Share-based compensation ......................................................... 89 85
-------- --------
Net cash provided by operating activities .................................... 3,690 2,841
-------- --------
Investing activities
Purchases of certificates of deposit in other banks ..................................... - (2,000)
Purchases of securities available for sale .............................................. (2,053) (3,199)
Principal paydowns of available for sale mortgage-backed
investment securities ............................................................... 4,807 4,104
Maturities, calls and paydowns of securities available for sale ......................... 9,250 7,000
Proceeds of sale of securities available for sale ....................................... - 1,029
Proceeds of redemptions of other investments ............................................ 372 -
Purchases of other investments .......................................................... (536) (1,161)
Net increase in loans made to customers ................................................. (8,686) (32,445)
Purchases of premises and equipment ..................................................... (91) (183)
Proceeds from sale of premises and equipment ............................................ 25 57
Proceeds from sale of assets acquired in settlement of loans ............................ 932 1,733
-------- --------
Net cash provided (used) by investing activities ............................. 4,020 (25,065)
-------- --------
Financing activities
Net (decrease) increase in deposits ..................................................... (7,621) 6,834
Decrease in short-term borrowings ....................................................... - (5,000)
(Decrease) increase in long-term Federal Home Loan Bank advances ........................ (5,000) 29,000
Proceeds from issuance of preferred stock and warrants .................................. 8,990 -
Cash dividends paid - common stock ...................................................... (214) (204)
Cash dividends paid - preferred stock ................................................... (295) -
Exercise of stock options ............................................................... - 599
-------- --------
Net cash (used) provided by financing activities ............................. (4,140) 31,229
-------- --------
Increase in cash and cash equivalents ........................................................ 3,570 9,005
Cash and cash equivalents, beginning of period ............................................... 11,211 9,005
-------- --------
Cash and cash equivalents, end of period ..................................................... $ 14,781 $ 18,010
======== ========
|
The accompanying notes are an integral part of these consolidated financial
statements.
7
Supplemental Disclosure of Cash Flow Information
(Unaudited)
Nine Months Ended
September 30,
2009 2008
---- ----
(Dollars in thousands)
Cash paid during the period for
Interest .............................................................................. $ 6,952 $ 9,614
Income taxes .......................................................................... 218 1,444
Noncash investing and financing activities:
Other comprehensive income (loss) ..................................................... 41 (75)
Transfers of loans to assets acquired in settlement of loans .......................... 2,402 610
Dividends declared but unpaid ......................................................... 71 71
|
8
GRANDSOUTH BANCORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share amounts)
NOTE 1 - ORGANIZATION
GrandSouth Bancorporation (the "Company") is a South Carolina corporation
organized in 2000 for the purpose of being a holding company for GrandSouth Bank
(the "Bank"). On October 2, 2000, pursuant to a Plan of Exchange approved by the
shareholders, all of the outstanding shares of $2.50 par value common stock of
the Bank were exchanged for shares of no par value common stock of the Company.
The Company presently engages in no business other than that of owning the Bank,
has no employees and operates as one business segment. The Company is regulated
by the Board of Governors of the Federal Reserve System (the "Federal Reserve").
The unaudited consolidated financial statements include the accounts of the
Company and the Bank. All significant intercompany accounts and transactions
have been eliminated in consolidation.
The Bank was incorporated in 1998 and operates as a South Carolina chartered
bank providing full banking services to its customers. The Bank is subject to
regulation by the South Carolina State Board of Financial Institutions and the
Federal Deposit Insurance Corporation.
NOTE 2 - BASIS OF PRESENTATION
A summary of significant accounting policies and the audited financial
statements for 2008 are included in GrandSouth Bancorporation's Annual Report on
Form 10-K for the year ended December 31, 2008 filed with the Securities and
Exchange Commission.
The accompanying interim financial statements in this report are unaudited. In
the opinion of management, all adjustments (consisting of normal recurring
adjustments) necessary to present a fair statement of the results for the
interim period have been made. The results of operations for any interim period
are not necessarily indicative of the results to be expected for an entire year.
These interim financial statements should be read in conjunction with the annual
financial statements and notes thereto included in the 2008 Annual Report on
Form 10-K.
Certain prior period amounts have been reclassified to conform to the current
presentation. These reclassifications have no effect on previously reported
shareholders' equity or net income.
NOTE 3 - INVESTMENT SECURITIES
The following table presents information about amortized cost, unrealized gains,
unrealized losses and estimated fair values of securities:
9
September 30, 2009
------------------
Gross Gross
Unrealized Unrealized Estimated
Amortized Holding Holding Fair
Cost Gains Losses Value
---- ----- ------ -----
(Dollars in thousands)
Available for sale
Government-sponsored
enterprises (GSEs) ........................ $ 2,000 $ 21 $ - $ 2,021
State, county and
municipal ................................. 13,643 187 417 13,413
Mortgage-backed
securities
issued by GSEs ............................ 19,594 939 269 20,264
------- ------- ------- -------
Total ................................... $35,237 $ 1,147 $ 686 $35,698
======= ======= ======= =======
|
The amortized cost and estimated fair values of securities by contractual
maturity are shown below:
September 30, 2009
Available for sale
------------------
Amortized Estimated
Cost Fair Value
--------- ----------
(Dollars in thousands)
Due within one year ............................ $ 517 $ 521
Due after one through five years ............... 2,694 2,769
Due after five through ten years ............... 4,592 4,721
Due after ten years ............................ 27,434 27,687
------- -------
$35,237 $35,698
======= =======
|
The estimated fair values and gross unrealized losses of all of the Company's
investment securities whose estimated fair values were less than amortized cost
as of September 30, 2009 which had not been determined to be
other-than-temporarily impaired are presented below. The Company evaluates all
securities available for sale for impairment as of each balance sheet date. The
securities have been segregated by investment category and the length of time
that individual securities have been in a continuous unrealized loss position in
the following table:
September 30, 2009
------------------
Continuously in Unrealized Loss Position for a Period of
--------------------------------------------------------
Less than 12 Months 12 Months or more Total
------------------- ----------------- -----
Available-for-sale Estimated Unrealized Estimated Unrealized Estimated Unrealized
Fair Value Loss Fair Value Loss Fair Value Loss
---------- ---- ---------- ---- ---------- ----
(Dollars in thousands)
Government-sponsored
enterprises (GSEs) ................ $ - $ - $ - $ - $ - $ -
State, county and
municipal securities .............. 2,297 8 5,390 409 7,687 417
Mortgage-backed securities
issued by GSEs .................... - - 491 269 491 269
------ ------ ------ ------ ------ ------
Total ............. $2,297 $ 8 $5,881 $ 678 $8,178 $ 686
====== ====== ====== ====== ====== ======
|
10
As of September 30, 2009, 6 securities had been continuously in an unrealized
loss position for less than 12 months and 11 securities had been continuously in
an unrealized loss position for 12 months or more. The Company evaluates all
available for sale securities and all held to maturity securities for impairment
as of each balance sheet date. The Company does not consider these investments
to be other-than-temporarily impaired because the unrealized losses resulted
primarily from higher market interest rates (as market interest rates increase,
the value of pre-existing bonds generally decreases) and there have been no
delinquencies of scheduled principal or interest payments by any of the issuers.
The contractual terms of securities issued by government-sponsored enterprises
do not permit the issuer to settle the securities at a price less than the face
amount of the securities. Although the Company classifies its investment
securities as available-for-sale, management has not determined that any
particular securities will be disposed of prior to maturity and believes that
the Company has both the ability and the intent to hold those securities until a
recovery of fair value, including until maturity. Substantially all of the
issuers of state, county and municipal securities held were rated at least
"investment grade" by Standard & Poor's or Moody's as of September 30, 2009.
The Bank is a member of the Federal Home Loan Bank of Atlanta ("FHLB") and,
accordingly, is required to own restricted stock in that institution in amounts
that may vary from time to time. Because of the restrictions imposed, the stock
may not be sold to other parties, but is redeemable by the FHLB at the same
price as that at which it was acquired by the Bank. The Company evaluates this
security for impairment based on the probability of ultimate recoverability of
the recorded amount of the investment. No impairment has been recognized based
on this evaluation.
During the nine months ended September 30, 2009, the Company had no sales of
available-for-sale securities. There were no transfers of available-for-sale
securities to other categories in the 2009 nine month period.
NOTE 4 - NON-PERFORMING LOANS
As of September 30, 2009, there were $11,375 in nonaccrual loans, $346 in loans
90 or more days past due and still accruing interest and no restructured loans.
As of December 31, 2008, there were $6,497 in nonaccrual loans, $714 loans 90 or
more days past due and still accruing interest and no restructured loans.
NOTE 5 - SHAREHOLDERS' EQUITY
On January 9, 2009, the Company issued 9,000 shares of its Series T cumulative
perpetual preferred stock to the U. S. Treasury for proceeds of approximately
$9,000. During the first five years after issuance, dividends are payable
quarterly at a 5% annual rate. After that time, the annual dividend rate
increases to 9%. In addition, the Company simultaneously issued warrants to the
Treasury for 450 shares of the Company's Series W perpetual cumulative preferred
stock for no additional proceeds. The Treasury immediately exercised the
warrants, resulting in the issuance of the Series W preferred shares. Dividends
on this series are payable quarterly at an annual rate of 9%. In both cases, the
annual rate is applied to the liquidation preference amount of $1,000 per share
to calculate the dividend amount.
The Company recorded the issuance of the preferred shares and the warrants based
on the proportion that the fair value of the Series T preferred and the
intrinsic value of the Series W warrants bore to the total proceeds received. No
adjustments of the recorded amounts were made upon issuance of the Series W
cumulative preferred stock. The Company is amortizing or accreting the
difference between the recorded amounts and the liquidation preference amounts
over the five year estimated life of the shares using the straight-line method
which is not materially different from the yield method.
In March 2007, the FASB ratified the consensus reached by the Emerging Issues
Task Force ("EITF") in Issue No. 06-10, "Accounting for Collateral Assignment
Split-Dollar Life Insurance Arrangements." The EITF's consensus, now included in
the accounting literature at FASB ASC 715-60-35-180 through 183, concluded that
an employer should recognize a liability for the postretirement benefit related
to a collateral assignment split-dollar life insurance arrangement in accordance
with either SFAS No. 106, "Employers' Accounting for Postretirement Benefits
11
Other Than Pensions," (if, in substance, a postretirement benefit plan exists)
or Accounting Principles Board Opinion No. 12, "Omnibus Opinion - 1967," (if the
arrangement is, in substance, an individual deferred compensation contract) if
the employer has agreed to maintain a life insurance policy during the
employee's retirement or provide the employee with a death benefit based on the
substantive agreement with the employee. Additionally, the EITF concluded that
an employer should recognize and measure an asset based on the nature and
substance of the collateral assignment split-dollar life insurance arrangement.
The EITF observed that in determining the nature and substance of the
arrangement, the employer should assess what future cash flows the employer is
entitled to, if any, as well as the employee's obligation and ability to repay
the employer. The consensus in this issue was effective for fiscal years
beginning after December 15, 2007, including interim periods within those fiscal
years with earlier application permitted. The consensus further directed
entities to recognize the impacts of applying the consensus in this Issue
through either a change in accounting principle through a cumulative-effect
adjustment to retained earnings or to other components of equity or net assets
in the statement of financial position as of the beginning of the year of
adoption or a change in accounting principle through retrospective application
to all prior periods.
The Company did not adopt the accounting principle with respect to its
split-dollar life insurance arrangements within the prescribed time period.
During the first quarter of 2009, the Company reported the effects thereof as a
correction of an accounting error as presented in the Consolidated Statements of
Changes in Shareholders' Equity and Comprehensive Income as a cumulative-effect
adjustment. The balance of the Company's retained earnings account as of January
1, 2008 was reduced by $183 and a corresponding increase was recognized in the
amount of other liabilities. The effects of the correction on previously
reported retained earnings and net income for 2008 and the year-to-date period
of 2009 are not material.
NOTE 6 - NET INCOME PER SHARE
Net income per share is computed on the basis of the weighted average number of
common shares outstanding in accordance with applicable accounting standards.
Diluted net income per share is computed by dividing net income by the sum of
the weighted average number of shares of common stock outstanding during each
period plus the assumed exercise of dilutive stock options using the treasury
stock method.
Following is a reconciliation of basic net income per share to diluted net
income per share for the three and nine month periods ended September 30, 2009
and 2008.
12
Period Ended September 30,
--------------------------
Three Months Nine Months
------------ -----------
2009 2008 2009 2008
---- ---- ---- ----
(Dollars in thousands, except per share amounts)
Net income (loss) per common share, basic
Numerator - net income (loss) applicable to
common shareholders ................................ $ (546) $ 472 $ (269) $ 1,711
========= ========== ========= ==========
Denominator
Weighted average common shares
issued and outstanding ....................................... 3,573,695 3,481,747 3,573,695 3,415,152
========= ========== ========= ==========
Net income (loss) per common share, basic ......................... $ (.15) $ .14 $ (.08) $ .50
========= ========== ========= ==========
Net income (loss) per common share, assuming dilution
Numerator - net income
(loss) applicable to common shareholders ....................... $ (546) $ 472 $ (269) $ 1,711
========= ========== ========= ==========
Denominator
Weighted average common shares
issued and outstanding ....................................... 3,573,695 3,481,747 3,573,695 3,415,152
Effect of dilutive stock options ............................... - 63,267 - 141,913
--------- ---------- --------- ----------
Total shares ........................................ 3,573,695 3,545,014 3,573,695 3,557,065
========= ========== ========= ==========
Net income (loss) per common share,
assuming dilution .......................................... $ (.15) $ .13 $ (.08) $ .48
========= ========== ========= ==========
|
NOTE 7 -FAIR VALUE MEASUREMENTS
Fair value is defined as the price that would be received to sell an asset or
paid to transfer a liability in an orderly fashion between market participants
at the measurement date. A three-level hierarchy is used for fair value
measurements based upon the transparency of inputs to the valuation of an asset
or liability as of the measurement date. In developing estimates of the fair
values of assets and liabilities, no consideration of large position discounts
for financial instruments quoted in active markets is allowed. However, an
entity is required to consider its own creditworthiness when valuing its
liabilities. For disclosure purposes, fair values for assets and liabilities are
shown in the level of the hierarchy that correlates with the lowest level input
that is significant to the fair value measurement in its entirety.
The three levels of the fair value input hierarchy are described as follows:
Level 1 inputs reflect quoted prices in active markets for identical assets or
liabilities.
Level 2 inputs reflect observable inputs that may consist of quoted market
prices for similar assets or liabilities, quoted prices that are not in an
active market, or other inputs that are observable in the market and can be
corroborated by observable market data for substantially the full term of the
assets or liabilities being valued.
Level 3 inputs reflect the use of pricing models and/or discounted cash flow
methodologies using other than contractual interest rates or methodologies that
incorporate a significant amount of management judgment, use of the entity's own
data, or other forms of unobservable data.
The following is a summary of the measurement attributes applicable to financial
assets and liabilities that are measured at fair value on a recurring basis:
13
Fair Value Measurement at Reporting Date Using
----------------------------------------------
Quoted Prices
in Active Significant
Markets for Other Significant
Identical Observable Unobservable
Assets Inputs Inputs
Description September 30, 2009 (Level 1) (Level 2) (Level 3)
------------------ --------- --------- ---------
(Dollars in thousands)
Securities available for sale $ - $ 35,698 $ -
|
Pricing for the Company's securities available-for-sale is obtained from an
independent third-party that uses a process that may incorporate current market
prices, benchmark yields, broker/dealer quotes, issuer spreads, two-sided
markets, benchmark securities, bids, offers, other reference data and industry
and economic events that a market participant would be expected to use in
valuing the securities. Not all of the inputs listed apply to each individual
security at each measurement date. The independent third party assigns specific
securities into an "asset class" for the purpose of assigning the applicable
level of the fair value hierarchy used to value the securities. Available for
sale securities continue to be measured at fair value with unrealized gains and
losses recorded in other comprehensive income.
The following is a summary of assets or liabilities carried on the Consolidated
Balance Sheets by caption and level within the fair value hierarchy as of the
date shown for which a non-recurring change in fair value has been recorded
during the reporting period. Comparative disclosures for prior periods are not
yet required.
Fair Value Measurement at Reporting Date Using
----------------------------------------------
Quoted Prices
in active Significant Total Fair Value Changes
markets for Other Significant Recorded as Gains (Losses)
Identical Observable Unobservable --------------------------
Assets Inputs Inputs Three Nine
Description September 30, 2009 (Level 1) (Level 2) (Level 3) Months Months
----------- ------------------ --------- --------- --------- ------ ------
(Dollars in thousands)
Collateral dependent impaired loans $ - $ - $ 9,498 $ (947) $ (90)
Assets acquired in settlement of loans - - 154 (25) (25)
|
The fair value measurements shown above were made to adjust cost-based
measurements to fair value-based measurements due to changes in the
circumstances of individual assets. With respect to collateral-dependent
impaired loans, the measurements reflect management's belief that the Company
will receive repayment solely from the liquidation or operation of the
underlying collateral. As a practical expedient, the accounting standards
related to impaired loans, located principally in the Financial Accounting
Standards Board Accounting Standards Codification ("FASB ASC") at FASB ASC
310-10-35-22, allow such loans to be valued by comparing the fair value of the
collateral securing the loan with the loan's carrying value. If the carrying
value exceeds the fair value of the collateral, the excess is charged to the
allowance for loan losses. If the fair value of the collateral exceeds the
loan's carrying amount, no adjustment is made and the loan continues to be
carried at historical cost and any such loans are not included in the table.
Collateral dependent impaired loans consist of nonaccrual loans and potential
problem loans for which the underlying collateral provides the sole repayment
source. The Company measures the amount of the impairment for such loans, in
accordance with the requirements of its federal regulators, by determining the
difference between the fair value of the underlying collateral and the recorded
amount of the loan. The fair value of any underlying real estate collateral
generally is based on appraisals performed in accordance with applicable
14
appraisal standards by independent appraisers and an adjustment to reflect the
estimated costs of disposing of the property. In many cases, management updates
values reflected in older appraisals obtained at the time of loan origination
and already in the Company's possession using its own knowledge, judgments and
assumptions about current market and other conditions in lieu of obtaining a new
independent appraisal. Fair values of other assets taken as collateral may be
established by independent valuation specialists or may be estimated by
management based on the age, condition, location and other attributes of the
specific property involved.
If the fair value of the collateral is less than the recorded amount of the
loan, a valuation allowance is established for the difference; otherwise, no
valuation allowance is established. The valuation allowance for impaired loans
is a component of the allowance for loan losses. Periodically, management
reevaluates the fair value of the collateral as changes are observed for
similarly situated assets, and adjustments are made to the valuation allowance
as appropriate. However, if the fair value of the collateral subsequently
recovers in value such that it exceeds the recorded loan amount, no adjustment
is made in the loan's value for the excess. The amount of the valuation
allowance for the Company's collateral dependent impaired loans was $1,058 as of
September 30, 2009.
Assets acquired in settlement of loans includes real estate acquired through
loan foreclosure or by deed in lieu of foreclosure and repossession of personal
property. The value of real estate acquired through loan foreclosure is
accounted for under accounting standards applicable to the impairment or
disposal of long-lived assets located at FASB ASC 360-10-35. Accordingly, the
values of such properties are adjusted upon the acquisition of each property to
the lower of the recorded investment in the loan or the fair value of the
property as determined by a recently performed independent appraisal less the
estimated costs to sell. Similarly, the fair value of repossessions is measured
by reference to dealers' quotes or other market information believed to reliably
reflect the value of the specific property held. Immaterial adjustments may be
made by management to reflect property-specific factors such as age or
condition. Losses recognized when loans are initially transferred to or
otherwise initially included in any of the categories shown above are reported
as loan losses. Subsequent to initial recognition, changes in fair value
measurements of other real estate and repossessions are included in other
expenses.
Accounting standards require periodic disclosure of the estimated fair value of
on-balance sheet and off-balance sheet financial instruments. Financial
instruments are defined as cash, evidence of an ownership interest in an entity
or a contract that creates a contractual obligation or right to deliver or
receive cash or another financial instrument from a second entity on potentially
favorable or unfavorable terms.
Fair value estimates are made at a specific point in time based on relevant
market information about the financial instrument. These estimates do not
reflect any premium or discount that could result from offering for sale at one
time the Company's entire holdings of a particular financial instrument. No
active trading market exists for a significant portion of the Company's
financial instruments. Fair value estimates for these instruments are based on
management's judgments regarding future expected loss experience, current
economic conditions, risk characteristics of various financial instruments, and
other factors. These estimates are subjective in nature and involve
uncertainties and matters of significant judgment and therefore cannot be
determined with precision. Changes in assumptions could significantly affect the
estimates.
Fair value estimates are based on existing on-and-off balance sheet financial
instruments without attempting to estimate the value of anticipated future
business and the value of assets and liabilities that are not considered
financial instruments. Significant assets and liabilities that are specifically
excluded from the disclosure requirements include net deferred tax assets,
interest receivable and payable, assets acquired in settlement of loans, bank
owned life insurance, goodwill, other assets and liabilities, and premises and
equipment. In addition, the income tax ramifications related to the realization
of the unrealized gains and losses can have a significant effect on fair value
estimates and have not been considered in the estimates.
The following methods and assumptions were used by the Company in estimating the
fair values of its financial instruments:
15
For cash and due from banks and federal funds sold, the carrying amount
approximates fair value because these instruments generally mature in 90 days or
less. The carrying amounts of interest receivable and interest payable
approximate their fair values.
The fair value of certificates of deposit with other banks are estimated using
discounted cash flow analyses, using interest rates currently offered for
instruments with the same remaining maturity.
The fair value of debt securities issued by government-sponsored enterprises is
estimated based on published closing quotations. The fair value of state, county
and municipal securities is generally not available from published quotations;
consequently, their fair value estimates are based on matrix pricing or quoted
market prices of similar instruments adjusted for credit quality differences
between the quoted instruments and the securities being valued. Fair value for
mortgage-backed securities is estimated primarily using dealers' quotes.
The fair value of other investments approximates the carrying amount.
Fair values are estimated for loans using discounted cash flow analyses, using
interest rates currently offered for loans with similar terms and credit
quality. The Company does not engage in originating, holding, guaranteeing,
servicing or investing in loans where the terms of the loan product give rise to
a concentration of credit risk.
The fair value of deposits with no stated maturity (noninterest bearing demand,
interest bearing demand and money market accounts and savings) is estimated as
the amount payable on demand, or carrying amount. The fair value of time
deposits is estimated using a discounted cash flow calculation that applies
rates currently offered to aggregate expected maturities.
The fair values of the Company's short-term borrowings, approximate their
carrying amounts.
The fair values of variable rate long-term debt instruments are estimated at the
carrying amount.
The estimated fair values of off-balance-sheet financial instruments such as
loan commitments and standby letters of credit are generally based upon fees
charged to enter into similar agreements, taking into account the remaining
terms of the agreements and the counterparties' creditworthiness. The vast
majority of the banking subsidiary's loan commitments do not involve the
charging of a fee, and fees associated with outstanding standby letters of
credit are not material. For loan commitments and standby letters of credit, the
committed interest rates are either variable or approximate current interest
rates offered for similar commitments. Therefore, the estimated fair values of
these off-balance-sheet financial instruments are nominal.
The following table presents information about the fair values of all financial
instruments held by the Company as of September 30, 2009:
16
September 30, 2009
------------------
Carrying Estimated
Amount Fair Value
of Assets and of Assets and
Liabilities Liabilities
----------- -----------
(Dollars in thousands)
Financial Assets:
Cash and due from banks ........................ $ 6,181 $ 6,181
Interest bearing transaction accounts
with other banks ............................ 6,371 6,371
Federal funds sold ............................. 2,229 2,229
Certificates of deposit with other banks ....... 2,000 2,056
Securities available for sale .................. 35,698 35,698
Other investments .............................. 2,090 2,090
Loans, net ..................................... 299,657 303,093
Interest receivable ............................ 1,950 1,950
Financial Liabilities:
Deposits ....................................... 303,264 303,996
Long-term Federal Home Loan Bank advances ...... 24,000 24,743
Junior subordinated debentures ................. 8,247 8,247
Interest payable ............................... 393 393
|
The following is a summary of the notional or contractual amounts and estimated
fair values of the Company's off-balance sheet financial instruments:
September 30, 2009
------------------
Notional Estimated
Amount Fair Value
------ ----------
(Dollars in thousands)
Off-balance-sheet commitments
Loan commitments ................................. $66,901 $ -
Standby letters of credit ........................ 948 -
|
NOTE 8 - VARIABLE INTEREST ENTITY
On May 3, 2006, the Company sponsored the creation of a Delaware statutory
trust, GrandSouth Capital Trust I (the "Trust"), and is the sole owner of the
$247 in common securities issued by the Trust. On May 10, 2006, the Trust issued
$8,000 in floating rate capital securities. The proceeds of this issuance, and
the amount of the Company's investment in the common securities, were used to
acquire $8,247 principal amount of the Company's floating rate junior
subordinated debt securities due 2036 ("Debentures"), which securities, and the
accrued interest thereon, now constitute the Trust's sole assets. The interest
rate associated with the debt securities, and the distribution rate on the
common securities of the Trust, is adjustable quarterly at 3 month LIBOR plus
185 basis points, and was 2.14% as of September 30, 2009. The Company may defer
interest payments on the Debentures for up to twenty consecutive quarters, but
not beyond the stated maturity date of the Debentures. In the event that such
interest payments are deferred by the Company, the Trust may defer distributions
on the capital and common securities. In such an event, the Company would be
restricted in its ability to pay dividends on its common stock and perform under
other obligations that are not senior to the Debentures.
The Debentures are redeemable at par at the option of the Company, in whole or
in part, on any interest payment date on or after June 23, 2011. Prior to that
date, the Debentures are redeemable at par plus a premium of up to 4.40% of par
17
upon the occurrence of certain events that would have a negative tax effect on
the Trust or that would cause it to be required to be registered as an
investment company under the Investment Company Act of 1940 or that would cause
trust preferred securities not to be eligible to be treated as Tier 1 capital by
the Federal Reserve Board. Upon repayment or redemption of the Debentures, the
Trust will use the proceeds of the transaction to redeem an equivalent amount of
capital securities and common securities. The Trust's obligations under the
capital securities are unconditionally guaranteed by the Company. In accordance
with the provisions of FASB ASC Topic 810, "Consolidation," the Trust is not
consolidated in the Company's financial statements.
NOTE 9 - SUBSEQUENT EVENTS
The Company has evaluated events subsequent to the balance sheet date through
November 16, 2009, which is the date that the financial statements were issued.
Subsequent events may either provide additional evidence about conditions that
existed at the balance sheet date, including estimates inherent in the process
of preparing financial statements (recognized subsequent events) or provide
evidence about conditions that did not exist at the balance sheet date but arose
after the balance sheet date but before the financial statements were issued
(nonrecognized subsequent events). The effects of recognized subsequent events,
if any, have been included in the financial statements. If the effects of
nonrecognized subsequent events, if any, are of a nature that they must be
disclosed to keep the financial statements from being misleading, the Company
would disclose both the nature of the event and an estimate of its financial
effect, or would state that an estimate of the financial effect cannot be made.
As of September 30, 2009, there were no nonrecognized subsequent events that
would require disclosure.
NOTE 10 -PROPOSED TRANSACTION
The Company's Board of Directors unanimously has approved to propose to its
shareholders an amendment to the Company's articles of incorporation to provide
for the reclassification of shares of the Company's common stock held by
shareholders of record of fewer than 2,001 shares of common stock into a like
number of shares of Series A Preferred Stock. The Reclassification is designed
to reduce the number of shareholders of record of the Company's common stock to
below 300 to allow the Company to terminate registration of its common stock
under Section 12 of the Securities Exchange Act of 1934 (the "Exchange Act") and
to suspend its obligation to file reports under Section 13(a) of the Exchange
Act.
NOTE 11 -RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
Accounting principles generally accepted in the United States recently have been
reorganized into a consistent framework, the "Financial Accounting Standards
Board Accounting Standards Codification," or "FASB ASC," which is now the source
of authoritative accounting literature. References to accounting standards will
now be based on a structure of Topic - Subtopic - Section - Paragraph. In the
future, the FASB will issue Accounting Standards Updates ("ASU"s) which will not
be authoritative in their own right, but will serve only to update the
Codification, provide background information about the guidance, and provide the
reasons that the FASB has made the changes.
The FASB issued SFAS No. 166, "Accounting for Transfers of Financial Assets - an
amendment of FASB Statement No. 140," in June 2009 (codified in Topic 860 of the
FASB ASC) to address practices that developed since the original issuance of
SFAS No. 140 that are not consistent with the original intent and key
requirements of that Statement and due to concerns raised by users of financial
statements that many of the financial assets and related obligations that have
been derecognized should continue to be recognized in the financial statements
of transferors. The Statement eliminates from accounting literature, as of the
Statement's effective date, the concept of a "qualifying special-purpose
18
entity," requires that a transferor recognize at fair value all assets obtained
(including a transferor's beneficial interest) and liabilities incurred as a
result of a transfer of financial interests accounted for as a sale and provides
for enhanced disclosures to provide users of financial statements with more
transparency about transfers of financial assets and a transferor's continuing
involvement with transferred financial assets. Companies with interests in
formerly qualifying special-purpose entities under previous accounting standards
will be required to re-evaluate whether those entities should be consolidated in
accordance with applicable consolidation guidance. The Statement is effective
for interim and annual reporting periods beginning with an entity's first
financial reporting period that begins after November 15, 2009 and is to be
applied to transfers that occurred both before and after the effective date of
the Statement. The Company believes that adoption of this Statement will have no
effect on its financial condition, results of operations or cash flows.
The FASB issued SFAS No 167, "Amendments to FASB Interpretation No. 46(R)," in
June 2009 (codified in Topic 810 of the FASB ASC) to improve financial reporting
by enterprises involved with variable interest entities. The Statement addresses
the effects on certain provisions of FASB Interpretation No. 46 (revised
December 2003), "Consolidation of Variable Interest Entities," ("FIN 46(R)") as
a result of the elimination of the qualifying special-purpose entity concept in
SFAS No. 166 and constituent concerns about the application of certain key
provisions of FIN 46R including those in which the accounting and disclosures
made under that Interpretation fail to provide timely and useful information
about an enterprise's involvement in a variable interest entity. The Statement
requires an entity to reassess whether it is the primary beneficiary of a
variable interest entity on an ongoing basis and eliminates the quantitative
approach previously required in making that assessment. It is possible that
application of this Statement may change an entity's assessment of which
entities with which it is involved are variable interest entities. The Statement
is effective for interim and annual reporting periods beginning with an entity's
first financial reporting period that begins after November 15, 2009 and is to
be applied to transfers that occurred both before and after the effective date
of the Statement. The Company believes that adoption of this Statement will have
no effect on its financial condition, results of operations or cash flows.
In December 2008 the FASB issued FASB Staff Position ("FSP") SFAS 132(R)-1 (FASB
ASC 715-20-65), "Employers' Disclosures about Postretirement Benefit Plan
Assets," ("FSP SFAS 132(R)-1"). This FSP provides guidance on an employer's
disclosures about plan assets of a defined benefit pension or other
postretirement plan. The objective of the FSP is to provide the users of
financial statements with an understanding of: (a) how investment allocation
decisions are made, including the factors that are pertinent to an understanding
of investment policies and strategies; (b) the major categories of plan assets;
(c) the inputs and valuation techniques used to measure the fair value of plan
assets; (d) the effect of fair value measurements using significant unobservable
inputs (Level 3) on changes in plan assets for the period; and (e) significant
concentrations of risk within plan assets. The FSP also requires a nonpublic
entity, as defined in Statement of Financial Accounting Standard ("SFAS") 132,
to disclose net periodic benefit cost for each period for which a statement of
income is presented. FSP SFAS 132(R)-1 is effective for fiscal years ending
after December 15, 2009. The Staff Position will require the Company to provide
additional disclosures related to its benefit plans.
In August 2009, ASU 2009-5 "Measuring Liabilities at Fair Value" was issued.
This ASU amends FASB ASC Topic 820 "Fair Value Measurement and Disclosures" and
is intended to reduce ambiguity when measuring the fair value of liabilities
which will lead to improved understanding of how such fair values were measured
and improve consistency in the application of Topic 820. The Company is required
to apply this Update for reporting periods beginning after September 30, 2009.
The requirements of the Update relate to disclosure items only and will have no
effect on the Company's financial position, results of operations or cash flows.
Other accounting standards that have been issued or proposed by the FASB or
other standards-setting bodies are not expected to have a material impact on the
Company's financial position, results of operations or cash flows.
CAUTIONARY NOTICE WITH RESPECT TO FORWARD-LOOKING STATEMENTS
This report contains "forward-looking statements" within the meaning of the
securities laws. The Private Securities Litigation Reform Act of 1995 provides a
19
safe harbor for forward-looking statements. In order to comply with the terms of
the safe harbor, the Company notes that a variety of factors could cause the
Company's actual results and experience to differ materially from the
anticipated results or other expectations expressed in the Company's
forward-looking statements.
All statements that are not historical facts are statements that could be
"forward-looking statements." You can identify these forward-looking statements
through the use of words such as "may," "will," "should," "could," "would,"
"expect," "anticipate," "assume," "indicate," "contemplate," "seek," "plan,"
"predict," "target," "potential," "believe," "intend," "estimate," "project,"
"continue," or other similar words. Forward-looking statements include, but are
not limited to, statements regarding the Company's future business prospects,
revenues, working capital, liquidity, capital needs, interest costs, income,
business operations and proposed services.
These forward-looking statements are based on current expectations, estimates
and projections about the banking industry, management's beliefs, and
assumptions made by management. Such information includes, without limitation,
discussions as to estimates, expectations, beliefs, plans, strategies, and
objectives concerning future financial and operating performance. These
statements are not guarantees of future performance and are subject to risks,
uncertainties and assumptions that are difficult to predict. Therefore, actual
results may differ materially from those expressed or forecasted in such
forward-looking statements. The risks and uncertainties include, but are not
limited to:
o future economic and business conditions;
o lack of sustained growth and disruptions in the economies of the
Company's market areas;
o government monetary and fiscal policies;
o the effects of changes in interest rates on the levels,
composition and costs of deposits, loan demand, and the values of
loan collateral, securities, and interest sensitive assets and
liabilities;
o the effects of competition from a wide variety of local,
regional, national and other providers of financial, investment,
and insurance services, as well as competitors that offer banking
products and services by mail, telephone, computer and/or the
Internet;
o credit risks;
o higher than anticipated levels of defaults on loans;
o perceptions by depositors about the safety of their deposits;
o capital adequacy;
o the failure of assumptions underlying the establishment of the
allowance for loan losses and other estimates, including the
value of collateral securing loans;
o ability to weather the current economic downturn;
o loss of consumer or investor confidence;
o availability of liquidity sources;
o the risks of opening new offices, including, without limitation,
the related costs and time of building customer relationships and
integrating operations as part of these endeavors and the failure
to achieve expected gains, revenue growth and/or expense savings
from such endeavors;
o changes in laws and regulations, including tax, banking and
securities laws and regulations;
o changes in accounting policies, rules and practices;
o changes in technology or products may be more difficult or
costly, or less effective, than anticipated;
o the effects of war or other conflicts, acts of terrorism or other
catastrophic events that may affect general economic conditions
and economic confidence; and
o other factors and information described in this report and in any
of the other reports that we file with the Securities and
Exchange Commission under the Securities Exchange Act of 1934.
All forward-looking statements are expressly qualified in their entirety by this
cautionary notice. The Company has no obligation, and does not undertake, to
update, revise or correct any of the forward-looking statements after the date
of this report. The Company has expressed its expectations, beliefs and
projections in good faith and believes they have a reasonable basis. However,
there is no assurance that these expectations, beliefs or projections will
result or be achieved or accomplished.
20
Item 2. - Management's Discussion and Analysis of Financial Condition and
Results of Operations
The following discussion and analysis should be read in conjunction with the
financial statements and related notes appearing in the 2008 Annual Report on
Form 10-K for GrandSouth Bancorporation. Results of operations for the three and
nine-month periods ended September 30, 2009 are not necessarily indicative of
the results to be attained for any other periods. The following information may
contain forward looking statements that involve risks and uncertainties. The
Company's actual results may differ materially from the results discussed in the
forward-looking statements. Dollars are in thousands, except per share data.
Critical Accounting Policies
The Company has adopted various accounting policies, which govern the
application of accounting principles generally accepted in the United States of
America in the preparation of the Company's financial statements. The
significant accounting policies of the Company are described in the notes to the
audited consolidated financial statements included in the Company's 2008 Form
10-K.
Certain accounting policies involve significant estimates and assumptions by
management, which have a material impact on the carrying value of certain assets
and liabilities; management considers such accounting policies to be critical
accounting policies. The estimates and assumptions used by management are based
on historical experience and other factors, which are believed to be reasonable
under the circumstances. Because of the nature of the judgments and assumptions
made by management, actual results could differ from these judgments and
estimates, which could have a material impact on the carrying value of assets
and liabilities and the results of operations of the Company.
The Company believes the allowance for loan losses is a critical accounting
policy that requires the most significant judgments and estimates used in
preparation of its consolidated financial statements. Refer to the "Provision
and Allowance for Loan Losses" section in this report and the "Provision for
Loan Losses" and "Allowance for Loan Losses" sections in the Company's 2008 Form
10-K for a detailed description of the Company's estimation process and
methodology related to the allowance for loan losses.
CHANGES IN FINANCIAL CONDITION
During the first nine months of 2009, loans increased by $3,554, or 1.2%,
securities available for sale decreased by $11,680, or 24.7%, deposits decreased
by $7,621, or 2.5% and advances from the Federal Home Loan Bank decreased by
$5,000, or 17.2%. In addition, the Company issued two series of fixed rate
cumulative preferred stock under the U. S. Treasury's Capital Purchase Program
during the 2009 period for proceeds of approximately $9,000.
Loan growth during the 2009 year-to-date period was adversely affected by
several factors, including charge-offs totaling $3,060 and transfers from loans
to assets acquired in settlement of loans totaling $2,402. In addition, other
negative effects resulted from the current difficult economic environment. Those
effects included such things as lower demand for loans and tighter underwriting
standards that resulted in fewer borrowers qualifying for loans.
Payments received from securities payments, calls and maturities generally are
being accumulated in cash equivalents during the 2009 period due to the low
yields currently available with respect to government and agency securities.
Unless it has compelling reasons to invest in debt securities, such as pledging
requirements, the Company is awaiting a return to more normal circumstances to
invest significantly in debt securities. The decrease in deposit liabilities was
confined to one category: time deposits issued in denominations less than $100
decreased by $23,499. Of this decrease, approximately $5,068 represented
brokered deposits that were repaid. The remaining amounts were either
21
transferred to other deposit types within the Company or have been used by their
owners for other purposes.
In response to financial conditions affecting the banking system and financial
markets and the potential threats to the solvency of investment banks and other
financial institutions, the United States government took unprecedented actions.
On October 3, 2008, the Emergency Economic Stabilization Act of 2008 (the
"EESA") became law. The EESA authorized the U.S. Treasury to, among other
things, purchase mortgages, mortgage-backed securities, and other financial
instruments from financial institutions for the purpose of stabilizing and
providing liquidity to the U.S. financial markets.
Also under the EESA, the maximum limit of FDIC deposit insurance was temporarily
increased to $250. Further, on October 14, 2008, FDIC announced a Temporary
Liquidity Guarantee Program pursuant to which all noninterest bearing
transaction accounts held in FDIC-insured financial institutions are temporarily
fully insured against loss by the FDIC (the "deposit guarantee program"). This
coverage was extended in order to provide assurance that, in the event a bank
failed during the recent "financial crisis," depositors with large transaction
account balances in that financial institution, such as might be maintained in a
payroll account, would not be adversely affected. Coverage under the deposit
guarantee program originally was scheduled to expire on December 5, 2009, but
that deadline was extended until June 30, 2010 for financial institutions that
elect to continue in the program. The Company did not opt out of the program and
its eligible deposits continue to be covered by the program's enhanced limits.
Consequently, the Company's future deposit insurance expenses are expected to
exceed the amounts that would be incurred if the Company had not continued to
participate in the program.
RESULTS OF OPERATIONS
Earnings Performance
Three Months Ended September 30, 2009 and 2008
The Company incurred a net loss of $400 for the third quarter of 2009. After
deducting amounts applicable to preferred stock and not applicable to common
shareholders, the loss was $.15 per diluted common share, compared with net
income of $472 or $.13 per diluted common share, for the third quarter of 2008.
The Company recorded provisions for loan losses of $2,300 for the 2009 three
month period compared with $670 for the same period of 2008, primarily due to
higher amounts of nonperforming loans and increased net charge-offs.
Summary Income Statement
------------------------
For the Three Months Ended September 30, 2009 2008 Dollar Change Percentage Change
---- ---- ------------- -----------------
Interest income .................................. $ 5,602 $ 6,135 $ (533) -8.7%
Interest expense ................................. 2,026 3,058 (1,032) -33.7%
------- ------- -------
Net interest income .............................. 3,576 3,077 499 16.2%
Provision for loan losses ........................ 2,300 670 1,630 243.3%
Noninterest income ............................... 193 261 (68) -26.1%
Noninterest expense .............................. 2,094 1,931 163 8.4%
Income tax expense ............................... (225) 265 (490) -184.9%
------- ------- -------
Net income ....................................... $ (400) $ 472 $ (872) -184.7%
======= ======= =======
|
22
Net interest income for the 2009 quarter was significantly higher than for the
2008 third quarter. The increase primarily was the result of lower rates paid
for interest bearing deposit liabilities. Net interest spread increased by 81
basis points to 3.90% for the third quarter of 2009 and net yield on earning
assets increased 67 basis points to 4.06%. The largest factor contributing to
this increase was a reduction in interest paid on deposits to $1,750 in the 2009
quarter from $2,695 in the same period of 2008. The rate paid for deposits fell
to 2.40% for the 2009 period from 3.64% for the 2008 period, a decrease of 124
basis points. The rate paid for all interest bearing liabilities in the 2009
period was 120 basis points lower than in the prior year period. In contrast,
yields on all interest earning assets were 39 basis points lower, compared with
the prior year three month period.
During the 2009 period, the Company recorded a loss of $14 on the sale of assets
acquired in settlement of loans. In the same period of 2008, a gain of $29 was
realized on the sale of such assets. No gains or losses on sales of securities
available for sale were recorded in either the 2009 or the 2008 periods.
Expenses for deposit insurance coverage were significantly higher in the 2009
three month period. The Federal Deposit Insurance Corporation's assessments
rates are now higher due to increased numbers of bank failures, projections of
future failures and the effects of temporarily higher insurance limits and other
optional program enhancements in which the Company is participating.
Nine Months Ended September 30, 2009 and 2008
The Company's net income for the first nine months of 2009 was $153. After
deducting amounts applicable to preferred stock and not applicable to common
shareholders, a loss of $.08 per diluted common share was recorded, compared
with net income of $1,711, or $.48 per diluted common share, for the first nine
months of 2008.
Summary Income Statement
------------------------
For the Nine Months Ended September 30, ........... 2009 2008 Dollar Change Percentage Change
---- ---- ------------- -----------------
Interest income ................................... $ 16,641 $ 18,982 $ (2,341) -12.3%
Interest expense .................................. 6,706 9,419 (2,713) -28.8%
------------- ------------- -------------
Net interest income ............................... 9,935 9,563 372 3.9%
Provision for loan losses ......................... 4,150 1,385 2,765 199.6%
Noninterest income ................................ 649 602 47 7.8%
Noninterest expense ............................... 6,261 6,115 146 2.4%
Income tax expense ................................ 20 954 (934) -97.9%
------------- ------------- -------------
Net income ........................................ $ 153 $ 1,711 $ (1,558) -91.1%
============= ============= =============
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Net interest income for the 2009 nine month period was slightly more than for
the 2008 period as decreases in interest income were more than offset by lower
interest expense. The increase in the provision for loan losses resulted from
higher amounts of nonperforming loans and increased net charge-offs in the 2009
period.
Net Interest Income
Net interest income is the principal source of the Company's earnings. During
the 2009 three and nine month periods, lower rates paid for interest bearing
deposits more than offset lower yields earned on earning assets. As a result net
interest income increased by $499 and $372 for the three and nine month periods
of 2009, respectively, compared with the same periods of 2008.
23
Three Months Ended September 30, 2009 and 2008
Net interest income was $3,576 and $3,077 for the three months ended September
30, 2009 and 2008, respectively. Average interest earning assets for the third
quarter of 2009 decreased by $11,798 or 3.3% compared with the same period in
2008. The majority of this decrease was in securities available for sale and
federal funds sold and interest bearing deposits with other banks. In 2009, the
Company used funds from repayments of securities available for sale and from the
issuance of preferred stock to repay FHLB debt and to provide funds for lending
activities. Average interest bearing liabilities for the 2009 three month period
were $6,091 lower than for the same period of 2008.
The average yield on loans for the third quarter of 2009 was 76 basis points
lower than for the same period of 2008. This decrease was caused by lower yields
on loans which resulted primarily from reductions in the prime rate as well as
the reversal of previously recognized interest income totaling $32, and the
suspension of recognition of interest income, on loans that were first
categorized as nonaccruing loans during the period.
Average interest bearing liabilities decreased by $6,091 or 1.8% comparing the
third quarter of 2009 with the same period in 2008. The Company repaid $5,500 of
short-term Federal Home Loan Bank advances in the 2009 three month period and
average interest bearing deposits decreased by $4,963 compared with the prior
year period.
Average Balances, Income and Expenses, and Yields and Rates
For the Three Months Ended September 30,
----------------------------------------
2009 2008
---- ----
Interest Annualized Interest Annualized
Average Income/ Yields/ Average Income/ Yields/
Balances (1) Expense Rates Balances (1) Expense Rates
------------ ------- ----- ------------ ------- -----
Federal funds sold and interest bearing
deposits with other banks .................. $ 2,641 $ 25 3.76% $ 16,665 $ 74 1.77%
Investment securities (2) ......................... 38,757 433 4.43% 53,698 667 4.94%
Loans (2)(3)(4) ................................... 307,664 5,144 6.63% 290,497 5,394 7.39%
-------- -------- -------- --------
Total interest earning assets ......... 349,062 5,602 6.37% 360,860 6,135 6.76%
Interest bearing deposits ......................... $289,429 $ 1,750 2.40% $294,392 $ 2,695 3.64%
Federal Home Loan Bank advances ................... 27,896 225 3.20% 29,000 264 3.62%
Junior subordinated debentures .................... 8,247 51 2.45% 8,247 99 4.78%
Other borrowings .................................. - - 0.00% 24 - 0.00%
-------- -------- -------- --------
Total interest bearing
liabilities ......................... 325,572 2,026 2.47% 331,663 3,058 3.67%
Net interest spread (5) ........................... 3.90% 3.09%
Net interest income and net yield
on earning assets (6) ...................... $ 3,576 4.06% $ 3,077 3.39%
|
(1) Average balances are computed on a daily basis.
(2) Any interest income on tax-exempt instruments included in this category is
not calculated on a tax-equivalent basis.
(3) Nonaccruing loans are included in the loan balance and income from such
loans is recognized on a cash basis.
(4) Loan fees are included in the interest income computation, but are not
considered material to the above analysis.
(5) Total interest earning assets yield less total interest bearing liabilities
rate.
(6) Net yield on earning assets equals net interest income divided by total
interest earning assets.
24
Nine Months Ended September 30, 2009 and 2008
Net interest income was $9,935 and $9,563 for the nine months ended September
30, 2009 and 2008, respectively. Average interest earning assets for the first
nine months of 2009 increased by $12,559 or 3.6% over the same period in 2008.
All of this increase was in loans, even though loan growth during 2009 has not
been robust. The average yield on loans decreased to 6.53% for the 2009 period
from 7.97% for the 2008 nine month period primarily due to decreases in market
rates.
Average interest bearing liabilities increased by $5,887 or 1.8% comparing the
first nine months of 2009 with the same period in 2008 due to higher average
amounts of Federal Home Loan Bank advances. Interest expense declined by $2,713
primarily due to a decrease in rates paid for interest bearing deposits to 2.71%
for the 2009 nine month period from 3.93% for the 2008 nine month period. The
average amount of interest bearing deposits decreased by $2,807 or 1.0%.
Average Balances, Income and Expenses, and Yields and Rates
For the Nine Months Ended September 30,
---------------------------------------
2009 2008
Interest Annualized Interest Annualized
Average Income/ Yields/ Average Income/ Yields/
Balances (1) Expense Rates Balances (1) Expense Rates
------------ ------- ----- ------------ ------- -----
Federal funds sold and interest bearing
deposits with other banks ...................... $ 8,643 $ 94 1.45% $ 11,874 $ 201 2.26%
Investment securities (2) ......................... 44,363 1,573 4.74% 57,118 2,179 5.10%
Loans (2)(3)(4) ................................... 306,646 14,974 6.53% 278,101 16,602 7.97%
-------- -------- ------- --------
Total interest earning assets ......... 359,652 16,641 6.19% 347,093 18,982 7.31%
Interest bearing deposits ......................... $288,226 $ 5,845 2.71% $291,033 $ 8,559 3.93%
Federal Home Loan Bank advances ................... 28,049 678 3.23% 19,347 531 3.67%
Junior subordinated debentures .................... 8,247 183 2.97% 8,247 329 5.33%
Other borrowings .................................. - - 0.00% 8 - 0.00%
-------- -------- ------- --------
Total interest bearing
liabilities ......................... 324,522 6,706 2.76% 318,635 9,419 3.95%
Net interest spread (5) ........................... 3.43% 3.36%
Net interest income and net yield
on earning assets (6) ...................... $ 9,935 3.69% $ 9,563 3.68%
|
(1) Average balances are computed on a daily basis.
(2) Any interest income on tax-exempt instruments included in this category is
not calculated on a tax-equivalent basis.
(3) Nonaccruing loans are included in the loan balance and income from such
loans is recognized on a cash basis.
(4) Loan fees are included in the interest income computation, but are not
considered material to the above analysis.
(5) Total interest earning assets yield less total interest bearing liabilities
rate.
(6) Net yield on earning assets equals net interest income divided by total
interest earning assets.
Noninterest Income
Noninterest income was $193 and $261 for the three months ended September 30,
2009 and 2008, respectively. The 26% decrease for the 2009 period is
attributable primarily to a $43 change from a net gain on sales of assets
acquired in settlement of loans of $29 in the third quarter of 2008 to a net
loss of $21 on such sales in the 2009 three month period and a $19 decrease in
service charges on deposit accounts in the 2009 period.
Noninterest income was $649 and $602 for the nine months ended September 30,
2009 and 2008, respectively. The 8% increase is attributed to a $23 increase in
service charges on deposit accounts and a $56 increase in other income which
resulted primarily from higher marketing program fees and mortgage loan
origination fees in the 2009 period.
25
Noninterest Expenses
Noninterest expenses for the three months ended September 30, 2009 and 2008 were
$2,094 and $1,931, respectively. The small increase was caused primarily by
higher salaries and employee benefits expenses and higher deposit insurance
expenses. In addition, professional fees increased due to expenses associated
with the Company's proposed going-private transaction.
Noninterest expenses for the nine months ended September 30, 2009 and 2008 were
$6,261 and $6,115, respectively. The increase of $146 was due primarily to
increased expenses for deposit insurance.
Management is committed to stabilizing noninterest expenses where possible for
the foreseeable future. However, acquisition of significant amounts of other
real estate and other forms of assets in settlement of loans, or significant
increases in foreclosure proceedings due to continued deterioration in the local
real estate markets or due to expansion of economic problems such as increased
unemployment in the Company's market area could negatively affect those efforts.
Although it will cause the Company to incur higher insurance premiums for
deposit insurance, management has opted to continue participating in the FDIC's
Transaction Account Guarantee program, which provides insurance coverage for
unlimited amounts of certain qualifying deposit accounts. This enhancement to
the FDIC's regular insurance program expires on June 30, 2010. On November 12,
2009, the FDIC adopted a Final Rule that requires insured financial institutions
to prepay an estimate of their deposit insurance assessments for the years 2010
through 2012 on December 30, 2009. The Final Rule allows an affected institution
to apply for exemption under limited circumstances. The Company expects that it
will not apply for exemption, will pay the estimate as required and that the
prepaid amount will be charged to expense ratably over the three-year term.
Provision and Allowance for Loan Losses
The allowance for loan losses was 1.81% of loans as of September 30, 2009
compared with 1.36% as of December 31, 2008 and 1.21% as of September 30, 2008.
The provision for loan losses was $2,300 and $670 for the three months ended
September 30, 2009 and 2008, respectively. During the third quarter of 2009, net
charge-offs totaled $1,357. During the 2008 third quarter, net charge-offs were
$363. For the first nine months of 2009, the provision for loan losses was
$4,150, compared with $1,385 for the same period of 2008. The higher provision
for the 2009 three and nine month periods was primarily the result of net
charge-offs, higher amounts of non-performing loans, growth in the loan
portfolio, and management's assessment of the losses inherent in the portfolio.
Unemployment in the Company's market area has remained high over the past
several quarters. The unemployment rate for the Greenville, SC Metropolitan
Statistical Area was 10.4% as of September 30, 2009, compared with 11.0% as of
June 30, 2009, 7.9% as of December 31, 2008 and 6.4% as of September 30, 2008.
Until there is significant and sustained improvement in the unemployment rate,
the Company expects continuing higher levels of defaults on loans and
corresponding higher provisions for loan losses, which will decrease net income.
In addition, market values of real estate will need to recover significantly
before the balances of many real estate secured loans are completely covered by
the collateral.
Management reviews the adequacy of the allowance on an ongoing basis and
believes it is adequate.
The following table shows the changes in the allowance for loan and lease losses
during the periods shown:
26
Nine Months Ended Year Ended Nine Months Ended
September 30, December 31, September 30,
2009 2008 2008
---- ---- ----
Allowance at beginning of period .................................. $ 4,110 $ 2,943 $ 2,943
Provision for loan losses ......................................... 4,150 2,880 1,385
Charge-offs ....................................................... (3,060) (2,382) (1,134)
Recoveries ........................................................ 330 669 359
------- ------- -------
Allowance at end of period ........................................ $ 5,530 $ 4,110 $ 3,553
======= ======= =======
Allowance as a percentage of loans outstanding
at period end .................................................. 1.81% 1.36% 1.21%
Annualized net charge-offs as a percentage
of average loans ............................................... 1.19% 0.61% 0.37%
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27
Loans
The following table shows the composition of the loan portfolio at each date
indicated.
September 30, December 31,
2009 2008
---- ----
Commercial, financial and agricultural ................... $ 45,021 15% $ 42,734 14%
Real estate - construction, land
development and other land ............................. 70,733 23% 75,537 25%
Real estate - mortgage ................................... 184,685 60% 178,387 59%
Installment loans ........................................ 4,748 2% 4,975 2%
-------- --- -------- ---
Total loans .............................................. $305,187 100% $301,633 100%
======== === ======== ===
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Non-Performing Loans
Following is a summary of non-performing loans as of September 30, 2009 and
December 31, 2008:
September 30, December 31,
2009 2008
---- ----
Non-performing loans
Nonaccrual loans ................................................................... $11,375 $ 6,497
Loans past due 90 days or more and still accruing .................................. 346 714
------- -------
Total ................................................................ $11,721 $ 7,211
======= =======
Non-performing loans as a percentage of:
Loans outstanding .................................................................. 3.84% 2.39%
Allowance for loan losses .......................................................... 211.95% 175.45%
|
Higher amounts of impaired loans for 2009 reflect the higher unemployment rate,
continuing slowdown in real estate activity, depressed real estate values, and
other economic problems that affect the Company's customers. Approximately
$13,717 of the Company's loans are considered to be impaired as of September 30,
2009. Impaired loans consisted of 44 loans averaging $312 and were substantially
all secured by real estate. The allowance for loan losses includes $1,448
allocated to those loans. There were no restructured loans in either period.
Potential problem loans, consisting of loans where information about the
borrower's possible credit problems causes management to have serious doubts
about their ability to comply with current repayment terms and which may result
in subsequent classification of such loans as non-performing loans, totaled
$2,468 as of September 30, 2009 and $1,730 as of September 30, 2008.
LIQUIDITY
Liquidity is the ability to meet current and future obligations through
liquidation or maturity of existing assets or the acquisition of additional
liabilities. Adequate liquidity is necessary to meet the requirements of
customers for loans and deposit withdrawals in the most timely and economical
manner. Some liquidity is provided by maintaining assets which may be
immediately converted into cash at minimal cost. However, the most manageable
sources of liquidity are composed of liabilities, with the primary focus on
liquidity management being on the ability to obtain deposits within the Bank's
28
service area. Asset liquidity is provided from several sources, including
amounts due from banks, federal funds sold, funds from maturing loans and funds
from the sale of investment securities.
The Bank is a member of the FHLB of Atlanta (the "FHLB") and, as such, has the
ability to borrow against eligible collateral items consisting of certain
investment securities, certain 1-4 family residential mortgage loans and
qualifying commercial loans. At September 30, 2009, the Bank had $24,000 of such
borrowings outstanding and had the ability to borrow up to an additional $87,070
from the FHLB.
The Bank also has $6,000 available through lines of credit with other banks as
an additional source of liquidity funding. Management believes that the
Company's and the Bank's overall liquidity sources are adequate to meet their
operating needs in the ordinary course of business.
The Company's loan-to-deposit ratio was 100.6% as of September 30, 2009 and
97.0% as of December 31, 2008.
CAPITAL RESOURCES
The Company's capital base increased by $8,764 during the first nine months of
2009. This change resulted primarily from the issuance of preferred stock for
proceeds of approximately $9,000 under the U. S. Treasury's Capital Purchase
Plan. In addition, $153 of net income, $41 of net unrealized holding gains on
available for sale securities and $89 from share-based compensation increased
capital. Cash dividends accumulated and/or declared on preferred and common
stock during the first nine months of 2009 decreased stockholders' equity by
$570. The Company's average equity to average assets ratio was 7.50% at
September 30, 2009, compared with 6.54% at December 31, 2008.
The Federal Reserve and the FDIC have issued guidelines for risk-based capital
requirements for bank holding companies and banks. As of September 30, 2009, the
Company and Bank exceeded the capital levels that are required to be maintained.
It is management's objective to maintain capital levels such that the Bank will
continue to be considered well capitalized. However, no assurance can be given
that this objective will be achieved. The Company anticipates that it will
maintain capital at levels that will allow the Company and the Bank to qualify
as being adequately capitalized as defined by regulation.
Company and Bank capital ratios at September 30, 2009 are presented in the
following table along with the "well capitalized" and minimum ratios applicable
to the Bank under the FDIC regulatory definitions and guidelines:
Total
Tier 1 Capital Leverage
------ ------- --------
Company ................................... 9.9% 14.2% 8.1%
Bank ...................................... 11.8% 13.1% 9.7%
Minimum "well-capitalized" requirement .... 6.0% 10.0% 5.0%
Minimum requirement ....................... 4.0% 8.0% 4.0%
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OFF-BALANCE-SHEET ARRANGEMENTS
The Company, through operations of the Bank, makes contractual commitments to
extend credit in the ordinary course of its business activities. These
commitments are legally binding agreements to lend money to customers of the
Bank at predetermined interest rates for a specified period of time. At
September 30, 2009, the Bank had issued commitments to extend credit of $66,901
through various types of lending.
29
The commitments generally expire over one year. Past experience indicates that
many of these commitments to extend credit will expire unused. However, as
described in "Liquidity," the Company believes that it has adequate sources of
liquidity to fund commitments that are drawn upon by borrowers.
In addition to commitments to extend credit, the Bank also issues standby
letters of credit which are assurances to a third party that it will not suffer
a loss if the Bank's customer fails to meet its contractual obligations to the
third party. Standby letters of credit totaled $948 at September 30, 2009. Past
experience indicates that many of these standby letters of credit will expire
unused. However, through its various sources of liquidity, the Bank believes
that it will have the necessary resources to meet these obligations should the
need arise.
Neither the Company nor the Bank is involved in other off-balance sheet
contractual relationships, unconsolidated related entities that have off-balance
sheet arrangements or transactions that could result in liquidity needs or other
commitments or significantly impact earnings. Obligations under noncancelable
operating lease agreements totaled approximately $269 at September 30, 2009.
These obligations are payable over several years as shown in Note 10 to the
Company's audited Financial Statements included in the Company's 2008 Annual
Report on Form 10-K.
Commitments and Contingencies
As a result of the acquisition of $2,413 in specialty commercial loans during
the second quarter of 2005, the Company is obligated to pay the seller's former
owners a percentage of the outstanding loan balances each quarter. Currently,
the percentage payout is 3% annually, but the percentage declines over the life
of an agreement that expires May 16, 2015. Payments made under this agreement
during the first nine months of 2009 totaled $15.
Variable Interest Entity
On May 3, 2006, the Company sponsored the creation of a Delaware statutory
trust, GrandSouth Capital Trust I (the "Trust"), and is the sole owner of the
common securities issued by the Trust. On May 10, 2006, the Trust issued $8,000
in floating rate capital securities. The proceeds of this issuance, and the
amount of the Company's investment in the common securities, were used to
acquire $8,247 principal amount of the Company's floating rate junior
subordinated debt securities due 2036 ("Debentures"), which securities, and the
accrued interest thereon, now constitute the Trust's sole assets. The interest
rate associated with the debt securities, and the distribution rate on the
common securities of the Trust, is adjustable quarterly at 3 month LIBOR plus
185 basis points. Currently, the rate applicable to this debt is 2.14%. The
Company may defer interest payments on the Debentures for up to twenty
consecutive quarters, but not beyond the stated maturity date of the Debentures.
In the event that such interest payments are deferred by the Company, the Trust
may defer distributions on the capital and common securities. In such an event,
the Company would be restricted in its ability to pay dividends on its common
stock and perform under other obligations that are not senior to the Debentures.
The Debentures are redeemable at par at the option of the Company, in whole or
in part, on any interest payment date on or after June 23, 2011. Prior to that
date, the Debentures are redeemable at par plus a premium of up to 4.40% of par
upon the occurrence of certain events that would have a negative tax effect on
the Trust or that would cause it to be required to be registered as an
investment company under the Investment Company Act of 1940 or that would cause
trust preferred securities not to be eligible to be treated as Tier 1 capital by
the Federal Reserve Board. Upon repayment or redemption of the Debentures, the
Trust will use the proceeds of the transaction to redeem an equivalent amount of
capital securities and common securities. The Trust's obligations under the
capital securities are unconditionally guaranteed by the Company. In accordance
with the provisions of FASB ASC Topic 810, "Consolidation," the Trust is not
consolidated in the Company's financial statements.
30
Item 3. - Quantitative and Qualitative Disclosures About Market Risk
Market risk is the risk of loss from adverse changes in market prices and rates.
The Company's market risk arises principally from interest rate risk inherent in
its lending, deposit and borrowing activities. Management actively monitors and
manages its interest rate risk exposure. Although the Company manages other
risks, such as credit quality and liquidity risk in the normal course of
business, management considers interest rate risk to be its most significant
market risk and this risk could potentially have the largest material effect on
the Company's financial condition and results of operations. Other types of
market risks such as foreign currency exchange risk and commodity price risk do
not arise in the normal course of community banking activities.
As of September 30, 2009 there was no significant change from the interest rate
sensitivity analysis as of December 31, 2008. The foregoing disclosures related
to the market risk of the Company should be read in connection with Management's
Discussion and Analysis or Plan of Operation included in the 2008 Annual Report
on Form 10-K.
Item 4T. - Controls and Procedures
Based on the evaluation required by 17 C.F.R. Section 240.13a-15(b) or
240.15d-15(b) of the Company's disclosure controls and procedures (as defined in
17 C.F.R. Sections 240.13a-15(e) and 240.15d-15(e)), the Company's chief
executive officer and chief financial officer concluded that such controls and
procedures, as of the end of the period covered by this report, were effective.
In connection with management's evaluation required by 17 C.F.R. 240.13a-15(d)
or 240.15d-15(d) of the Company's internal control over financial reporting,
management has determined that there has been no change in the Company's
internal control over financial reporting during the most recent fiscal quarter
that has materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting.
PART II - OTHER INFORMATION
Item 6. - Exhibits
Exhibits 31.1 Rule 13a-14(a)/15d-14(a) Certification of principal executive
officer
31.2 Rule 13a-14(a)/15d-14(a) Certification of principal accounting
officer
32 Certifications pursuant to 18 U.S.C. Section 1350
31
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.
GRANDSOUTH BANCORPORATION
Registrant
By: /s/ Mason Y. Garrett Date:November 16, 2009
--------------------------------
Mason Y. Garrett
Chief Executive Officer
By: /s/ J. B. Garrett Date: November 16, 2009
--------------------------------
J. B. Garrett
Chief Financial Officer
|
32
EXHIBIT INDEX
31.1 Rule 13a-14(a)/15d-14(a) Certification of principal executive officer
31.2 Rule 13a-14(a)/15d-14(a) Certification of principal accounting officer
32 Certifications pursuant to 18 U.S.C. Section 1350
33
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