Item 1. Business
First United Bancorporation (the "Company") is a South Carolina corporation which was organized in July 1987, to become a bank holding company. The Company has four wholly-owned subsidiaries: Anderson National Bank, Anderson, South Carolina, a national bank organized in 1984, Spartanburg National Bank, Spartanburg, South Carolina, a national bank organized in 1988, the Community Bank of Greenville, National Association, Greenville, South Carolina, a national bank organized in 1996 (sometimes referred to herein as "the Banks"), and Quick Credit Corporation ("Quick Credit"), a consumer loan company organized in 1988.
The Company engages in no significant operations other than the ownership of its four subsidiaries. The Company conducts its business from eight banking offices and twenty-two consumer finance offices located throughout South Carolina.
General Business
Some of the major services which the Company provides through its banking subsidiaries include checking, NOW accounts, savings and other time deposits of various types, alternative investment products such as annuities and mutual funds, loans for business, agriculture, real estate, personal use, home improvement and automobiles, credit cards, letters of credit, home equity lines of credit, safe deposit boxes, bank money orders, wire transfer service and use of ATM facilities. The Company has no material concentration of deposits from any single customer or group of customers. No significant portion of its loans is concentrated within a single industry or group of related industries. The Company also provides small consumer loans of up to $1,000 through its consumer finance company subsidiary, Quick Credit. There are no material seasonal factors that would have an adverse effect on the Company. The Company does not have foreign loans.
Territory Served and Competition
Anderson National Bank serves its customers from two locations in the City of Anderson, South Carolina, one location in Pelzer, South Carolina, and one location in Williamston, South Carolina. Anderson is located approximately 25 miles southwest of Greenville, South Carolina, in the fast growing Interstate - - 85 corridor between Charlotte, North Carolina and Atlanta, Georgia. The town of Pelzer, South Carolina is located approximately 17 miles northeast of Anderson. The town of Williamston, South Carolina is located approximately 16 miles northeast of Anderson.
Spartanburg National Bank serves its customers from three locations in Spartanburg, South Carolina. Spartanburg is located approximately 30 miles northeast of Greenville and, like Anderson, is located in the fast growing Interstate - 85 corridor between Charlotte and Atlanta.
The Community Bank of Greenville serves customers from a single location in Greenville, South Carolina. Greenville is located between Anderson and Spartanburg and is also in the Interstate-85 corridor between Charlotte and Atlanta.
Quick Credit serves its customers from locations in Anderson, Greenville, Greenwood, Laurens, Seneca, Easley, Florence, Spartanburg, Marion, Sumter, Cayce, Kingstree, Orangeburg, North Charleston, Abbeville, Newberry, Hartsville, Rock Hill, Gaffney, Aiken, Camden and Columbia, South Carolina.
Each subsidiary bank of the Company is an independent bank, and, therefore, each bank is responsible for developing and maintaining its own customers and accounts. Located in Anderson, South Carolina, Anderson National Bank's customer base has been primarily derived from Anderson County, South Carolina. Spartanburg National Bank's primary service area is Spartanburg County, South Carolina. The Community Bank of Greenville's primary service area is Greenville County, South Carolina. The Banks compete with several major banks which dominate the commercial banking industry in their service areas and in South Carolina generally. In addition, the Banks compete with savings institutions and credit unions. In Anderson County, there are 30 competitor bank branches, 17 savings institution branches and 9 credit union branches. In Greenville County there are 110 competitor bank branches, 21 savings institution branches and 15 credit union branches. In Spartanburg County there are 49 competitor bank branches, 15 savings institution branches and 7 credit union branches. Anderson National Bank has approximately 5 1/2% of the deposits in Anderson County, Spartanburg National Bank has approximately 4 1/2% of the deposits in Spartanburg County and The Community Bank of Greenville has less than 1% of the deposits in Greenville County. Several competitor institutions have substantially greater resources and higher lending limits than the Banks and they perform certain functions for their customers, including trust services and investment banking services, which none of the Banks is equipped to offer directly. However, the Banks do offer some of these services through correspondent banks. In addition to commercial banks, savings institutions and credit unions, the Banks compete for deposits and loans with other financial intermediaries and investment alternatives, including, but not limited to mortgage companies, captive finance companies, money market mutual funds, brokerage firms, governmental and corporation bonds and other securities. Various of these nonbank competitors are not subject to the same regulatory restrictions as the Company and its subsidiaries and many have substantially greater resources than the Company.
Competition among consumer finance companies is not generally as intense as that among banks. Most consumer finance companies are allowed only one outstanding loan per customer, and the amounts of such loans are restricted by state law according to the type of license granted by the South Carolina State Board of Financial Institutions. Numerous other finance companies which offer similar types of loans are located in the areas served by Quick Credit.
As a bank holding company, the Company is a legal entity separate and distinct from its subsidiaries. The Company coordinates the financial resources of the consolidated enterprise and maintains financial, operational and administrative systems that allow centralized evaluation of subsidiary operations and coordination of selected policies and activities. The Company's operating revenues and net income are derived primarily from its subsidiaries through dividends, fees for services performed and interest on advances and loans.
Employees
As of December 31, 1996, the Company had 186 full-time employees and 16 part-time employees. The Company considers its relationship with its employees to be good. The employee benefit programs the Company provides include group life, health and dental insurance, paid vacation, sick leave, educational opportunities, a stock option plan for officers and key employees, a split dollar life insurance plan for executive officers, a contributory deferred compensation plan, and a 401K plan for employees.
Supervision and Regulation
Bank holding companies and banks are extensively regulated under federal and state law. To the extent that the following information describes statutory and regulatory provisions, it is qualified in its entirety by reference to such statutes and regulations. Any change in applicable law or regulation may have a material effect on the business of the Company and its subsidiaries.
Bank Holding Company Regulation
The Company is registered as a "bank holding company" with the Board of Governors of the Federal Reserve System ("Federal Reserve"), and is subject to supervision by the Federal Reserve under the Bank Holding Company Act ("BHC Act"). The Company is required to file with the Federal Reserve periodic reports and such additional information as the Federal Reserve may require pursuant to the BHC Act. The Federal Reserve examines the Company, and may examine the subsidiary Banks and Quick Credit.
The BHC Act requires prior Federal Reserve approval for, among other things, the acquisition by a bank holding company of direct or indirect ownership or control of more than 5% of the voting shares or substantially all the assets of any bank, or for a merger or consolidation of a bank holding company with another bank holding company. With certain exceptions, the BHC Act prohibits a bank holding company from acquiring direct or indirect ownership or control of voting shares of any company which is not a bank or bank holding company and from engaging directly or indirectly in any activity other than banking or managing or controlling banks or performing services for its authorized subsidiaries. A bank holding company may, however, engage in or acquire an interest in a company that engages in activities which the Federal Reserve has determined by regulation or order to be so closely related to banking or managing or controlling banks as to be a proper incident thereto.
The Company is also registered under the bank holding company laws of South Carolina. Accordingly, the Company is subject to regulation and supervision by the South Carolina State Board of Financial Institutions (the "State Board").
A registered South Carolina bank holding company must provide the State Board with information with respect to the financial condition, operations, management and inter-company relationships of the holding company and its subsidiaries. The State Board also may require such other information as is necessary to keep itself informed about whether the provisions of South Carolina law and the regulations and orders issued thereunder by the State Board have been complied with, and the State Board may examine any bank holding company and its subsidiaries.
Under the South Carolina Bank Holding Company Act (the "SCBHCA"), it is unlawful without the prior approval of the State Board for any South Carolina bank holding company (i) to acquire direct or indirect ownership or control of more than 5% of the voting shares of any bank or any other bank holding company, (ii) to acquire all or substantially all of the assets of a bank or any other bank holding company, or (iii) to merge or consolidate with any other bank holding company.
As stated above, the Company is a legal entity separate and distinct from the subsidiary Banks and its other subsidiary. Various legal limitations place restrictions on the ability of the subsidiary Banks to lend or otherwise supply funds to the Company or its non-bank subsidiaries. The Company, Anderson National Bank and Spartanburg National Bank are, and The Community Bank of Greenville will be, subject to Section 23A of the Federal Reserve Act. Section 23A defines "covered transactions", which include extensions of credit, and limits a bank's covered transactions with any affiliate to 10% of such bank's capital and surplus. All covered transactions with all affiliates cannot in the aggregate exceed 20% of a bank's capital and surplus. All covered and exempt transactions between a bank and its affiliates must be on terms and conditions consistent with safe and sound banking practices, and banks and their subsidiaries are prohibited from purchasing low-quality assets from the bank's affiliates. Finally, Section 23A requires that all of a bank's extensions of credit to an affiliate be appropriately secured by acceptable collateral, generally United States government or agency securities. The Company, Anderson National Bank, Spartanburg
National Bank, and The Community Bank of Greenville are subject to Section 23B of the Federal Reserve Act, which generally limits covered and other transactions among affiliates to terms and circumstances, including credit standards, that are substantially the same or at least as favorable to a bank holding company, a bank or a subsidiary of either as prevailing at the time for transactions with unaffiliated companies.
In July 1994, South Carolina enacted legislation which effectively provides that, after June 30, 1996, out-of-state bank holding companies (including bank holding companies in the Southern Region, as defined under the statute) may acquire other banks or bank holding companies having offices in South Carolina upon the approval of the State Board and compliance with certain other conditions, including that the effect of the transaction not lessen competition and that the laws of the state in which the out-of-state bank holding company filing the applications has its principal place of business permit South Carolina bank holding companies to acquire banks and bank holding companies in that state. Although such legislation may increase takeover activity in South Carolina, the Company does not believe that such legislation will have a material impact on its competitive position. However, no assurance of such fact may be given.
Congress recently enacted the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994, which will increase the ability of bank holding companies and banks to operate across state lines. Under the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994, the existing restrictions on interstate acquisitions of banks by bank holding companies will be repealed one year following enactment, such that the Company and any other bank holding company located in South Carolina would be able to acquire a bank located in any other state, and a bank holding company located outside South Carolina could acquire any South Carolina-based bank, in either case subject to certain deposit percentage and other restrictions. The legislation also provides that, unless an individual state elects beforehand either (i) to accelerate the effective date or (ii) to prohibit out-of-state banks from operating interstate branches within its territory, on or after June 1, 1997, adequately capitalized and managed bank holding companies will be able to consolidate their multistate bank operations into a single bank subsidiary and to branch interstate through acquisitions. De novo branching by an out-of-state bank would be permitted only if it is expressly permitted by the laws of the host state. The authority of a bank to establish and operate branches within a state will continue to be subject to applicable state branching laws. South Carolina law was amended, effective July 1, 1996, to permit such interstate branching but not de novo branching by an out-of-state bank. The Company believes that this legislation may result in increased takeover activity of South Carolina financial institutions by out-of-state financial institutions. However, the Company does not presently anticipate that such legislation will have a material impact on its operations or future plans.
Obligations of Holding Company to its Subsidiary Banks
Under the policy of the Federal Reserve, a bank holding company is required to serve as a source of financial strength to its subsidiary depository institutions and to commit resources to support such institutions in circumstances where it might not do so absent such policy. Under the Federal Deposit Insurance Corporation Improvement Act of 1991 ("1991 Banking Law"), to avoid receivership of its insured depository institution subsidiary, a bank holding company is required to guarantee the compliance of any insured depository institution subsidiary that may become "undercapitalized" with the terms of any capital restoration plan filed by such subsidiary with its appropriate federal banking agency up to the lesser of (i) an amount equal to 5% of the institution's total assets at the time the institution became undercapitalized, or (ii) the amount which is necessary (or would have been necessary) to bring the institution into compliance with all applicable capital standards as of the time the institution fails to comply with such capital restoration plan. Under the BHCA, the Federal Reserve has the authority to require a bank holding company to terminate any activity or to relinquish control of a nonbank subsidiary (other than a nonbank subsidiary of a bank) upon the Federal Reserve's determination that such activity or control constitutes a serious risk to the financial soundness and stability of any bank subsidiary of the bank holding company.
In addition, the "cross-guarantee" provisions of the Federal Deposit Insurance Act, as amended ("FDIA"), require insured depository institutions under common control to reimburse the FDIC for any loss suffered or reasonably anticipated by either the Savings Association Insurance Fund or the Bank Insurance Fund of the FDIC as a result of the default of a commonly controlled insured depository institution or for any assistance provided by
the FDIC to a commonly controlled insured depository institution in danger of default. The FDIC may decline to enforce the cross-guarantee provisions if it determines that a waiver is in the best interest of the SAIF or the BIF or both. The FDIC's claim for damages is superior to claims of stockholders of the insured depository institution or its holding company but is subordinate to claims of depositors, secured creditors and holders of subordinated debt (other than affiliates) of the commonly controlled insured depository institutions.
The FDIA also provides that amounts received from the liquidation or other resolution of any insured depository institution by any receiver must be distributed (after payment of secured claims) to pay the deposit liabilities of the institution prior to payment of any other general or unsecured senior liability, subordinated liability, general creditor or stockholder. This provision would give depositors a preference over general and subordinated creditors and stockholders in the event a receiver is appointed to distribute the assets of the Banks.
Any capital loans by a bank holding company to any of its subsidiary banks are subordinate in right of payment to deposits and to certain other indebtedness of such subsidiary bank. In the event of a bank holding company's bankruptcy, any commitment by the bank holding company to a federal bank regulatory agency to maintain the capital of a subsidiary bank will be assumed by the bankruptcy trustee and entitled to a priority of payment.
Under the National Bank Act, if the capital stock of a national bank is impaired by losses or otherwise, the Office of the Comptroller of the Currency ("OCC") is authorized to require payment of the deficiency by assessment upon the bank's shareholders', pro rata, and to the extent necessary, if any such assessment is not paid by any shareholder after three months notice, to sell the stock of such shareholder to make good the deficiency.
Capital Adequacy
The various federal bank regulators, including the Federal Reserve and the OCC, have adopted risk-based capital requirements for assessing bank holding company and bank capital adequacy. These standards define what qualifies as capital and establish minimum capital standards in relation to assets and off-balance sheet exposures, as adjusted for credit risks. Capital is classified into two tiers. For bank holding companies, Tier 1 or "core" capital consists primarily of common shareholders' equity, perpetual preferred stock (subject to certain limitations) and minority interests in the common equity accounts of consolidated subsidiaries, and is reduced by goodwill and certain investments in other corporations ("Tier 1 Capital"). Tier 2 capital consists of the allowance for possible loan losses (subject to certain limitations), and certain subordinated debt, "hybrid capital instruments", subordinated and perpetual debt and intermediate term and other preferred stock ("Tier 2 Capital"). A minimum ratio of total capital to risk- weighted assets of 8.00% is required and Tier 1 capital must be at least 50% of total capital. The Federal Reserve also has adopted a minimum leverage ratio of Tier 1 Capital to total assets (not risk-weighted) of 3%. The 3% Tier 1 Capital to total assets ratio constitutes the leverage standard for bank holding companies and national banks, and will be used in conjunction with the risk-based ratio in determining the overall capital adequacy of banking organizations.
The Federal Reserve and the OCC have emphasized that the foregoing standards are supervisory minimums and that an institution would be permitted to maintain such levels of capital only if it had a composite rating of "1" under the regulatory rating systems for bank holding companies and banks. All other bank holding companies are required to maintain a leverage ratio of 3% plus at least 1% to 2% of additional capital. These rules further provide that banking organizations experiencing internal growth or making acquisitions will be expected to maintain capital positions substantially above the minimum supervisory levels and comparable to peer group averages, without significant reliance on intangible assets. The Federal Reserve continues to consider a "tangible Tier 1 leverage ratio" in evaluation proposals for expansion or new activities. The tangible Tier 1 leverage ratio is the ratio of a banking organization's Tier 1 Capital less all intangibles, to total assets, less all intangibles. The Federal Reserve has not advised the Company of any specific minimum leverage ratio applicable to it. As of December 31, 1996, the Company, Anderson National Bank, Spartanburg National Bank, and The Community Bank of Greenville have leverage ratios of 6.72%, 7.25%, 6.74%; and 10.45% respectively, and total risk adjusted capital ratios of 10.30%, 10.35%, 9.99% and 18.76%, respectively.
Payment of Dividends
If a national bank's surplus fund equals the amount of its capital stock, the directors may declare quarterly, semi-annual or annual dividends out of the bank's net profits, after deduction of losses and bad debts. If the surplus fund does not equal the amount of capital stock, a dividend may not be paid until one-tenth of the bank's net profits of the preceding half year, in the case of quarterly or semi-annual dividends, or the preceding two years, in the case of an annual dividend, are transferred to the surplus fund.
The approval of the OCC is required if the total of all dividends declared by a national bank in any calendar year will exceed the total of its retained net profits of that year combined with its retained net profits of the two preceding years, less any required transfers to surplus or a fund for the retirement of any preferred stock. OCC regulations provide that provisions for possible credit losses cannot be added back to net income and charge-offs cannot be deducted from net income in calculating the level of net profits available for the payment of dividends.
The payment of dividends by the Banks may also be affected or limited by other factors, such as the requirements to maintain adequate capital above regulatory guidelines. In addition, if, in the opinion of the OCC, a bank under its jurisdiction is engaged in or is about to engage in an unsafe or unsound practice (which, depending on the financial condition of the bank, could include the payment of dividends), the OCC may require, after notice and hearing, that such bank cease and desist from such practice. The OCC has indicated that paying dividends that deplete a national bank's capital base to an inadequate level would be an unsafe and unsound banking practice. The Federal Reserve, the OCC and the FDIC have issued policy statements which provide that bank holding companies and insured banks should generally only pay dividends out of current operating earnings.
In 1996, Anderson National Bank paid dividends of $750,000 to the Company. Neither Spartanburg National Bank nor The Community Bank of Greenville paid dividends in 1996.
Bank Regulation
The Banks are subject to supervision and examination by the OCC. The OCC regulates and monitors all areas of the Banks' operations, including loans, mortgages, issuance of securities, capital adequacy, payment of dividends, and establishment of branches. Interest and certain other charges collected or contracted for by the Banks are also subject also to state usury laws and certain federal laws concerning interest rates. The Banks are members of the Federal Reserve System, and their deposits are insured by the FDIC up to the maximum permitted by law.
Under present law, the Banks currently may establish and operate branches throughout the State of South Carolina, subject to the maintenance of adequate capital for each branch and the receipt of OCC approval.
Insurance of Deposits
As FDIC-insured institutions, the Banks are subject to insurance assessments imposed by the FDIC. Under current law, the insurance assessment to be paid by FDIC-insured institutions shall be as specified in a schedule required to be issued by the FDIC that specifies, at semi-annual intervals, target reserve ratios designed to increase the FDIC insurance fund's reserve ratio to 1.25% of estimated insured deposits (or such higher ratio as the FDIC may determine in accordance with the statute) in 15 years. Further, the FDIC is authorized to impose one or more special assessments in any amount deemed necessary to enable repayment of amounts borrowed by the FDIC from the United States Department of the Treasury.
Effective December 11, 1996, the FDIC implemented a risk-based assessment schedule, having assessments ranging from 0.00% to 0.27% of an institution's average assessment base. The actual assessment to be paid by each
FDIC-insured institution is based on the institution's assessment risk classification, which is determined based on whether the institution is considered "well capitalized," "adequately capitalized" or "undercapitalized", as such terms have been defined in applicable federal regulations and whether such institution is considered by its supervisory agency to be financially sound or to have supervisory concerns. Under uniform regulations defining such capital levels issued by each of the federal banking agencies, a bank is considered "well capitalized" if it has (i) a total risk-based capital ratio of 10% or greater, (ii) a Tier 1 risk-based capital ratio of 6% or greater, (iii) a leverage ratio of 5% or greater, and (iv) is not subject to any order or written directive to meet and maintain a specific capital level for any capital measure. An "adequately capitalized" bank is defined as one that has (i) a total risk-based capital ratio of 8% or greater, (ii) a Tier 1 risk-based capital ratio of 4% or greater, and (iii) a leverage ratio of 4% or greater (or 3% or greater in the case of a bank with a composite CAMEL rating of 1). A bank is considered "undercapitalized" if it has (i) a total risk-based capital ratio of less than 8%, (ii) a Tier 1 risk-based capital ratio of less than 4%, or (iii) a leverage ratio of less than 4% (or 3% in the case of a bank with a composite CAMEL rating of 1). As a result of the current provisions of federal law, the assessment rates on deposits could increase over present levels. Based on the current financial condition and capital levels of the Banks, the Company does not expect that the current FDIC risk-based assessment schedule will have a material adverse effect on the Banks' earnings. The Banks' risk-based insurance assessments currently are set at 0.00% for the first half of 1997.
The FDIC may increase or decrease the new assessment rates semiannually up to a maximum increase or decrease of 5 basis points.
Legislation
In 1989 and again in 1991, Congress enacted comprehensive legislation affecting the commercial banking and thrift industries: the Financial Institutions Reform, Recovery and Enforcement Act (FIRREA") and the 1991 Banking Law. FIRREA, among other things, abolished the Federal Savings and Loan Insurance Corporation and established two new insurance funds under the jurisdiction of the FDIC: the Bank Insurance Fund ("BIF"), which insures most commercial banks, including Anderson National Bank and Spartanburg National Bank, and the Savings Association Insurance Fund ("SAIF"), which insures most thrift institutions. The Company expects that The Community Bank of Greenville, N.A. will be insured by the BIF.
FIRREA permitted bank holding companies to acquire savings associations subject to appropriate regulatory approvals. The entities acquired may be operated as separate savings associations, converted into banks or, if certain conditions are satisfied, merged into existing bank affiliates.
FIRREA also imposed, with certain limited exceptions, a "cross-guarantee" on the part of commonly controlled depository institutions, as discussed above under "Obligations of Holding Company to its Subsidiary Banks."
The 1991 Banking Law supplements the federal banking agencies' broad powers to take corrective action to resolve problems of insured depository institutions, generally authorizing earlier intervention in the affairs of a particular institution and imposing express requirements that are tied to the institution's level of capital. If a depository institution fails to meet regulatory capital requirements specified in the 1991 Banking Law, regulatory agencies can require submission and funding of a capital restoration plan by the institution, place limits on its activities, require the raising of additional capital and, ultimately, require the appointment of a conservator or receiver for the institution. Where a capital restoration plan is required, the regulatory agency may require a bank holding company to guarantee as a condition of approval of the plan the lower of 5% of an undercapitalized subsidiary's assets or the amount required to meet regulatory capital requirements. If the controlling bank holding company fails to fulfill its obligations with respect to such a plan and files (or has filed against it) a petition under the federal Bankruptcy Code, the claim would be entitled to a priority in such bankruptcy proceeding over third party creditors of the bank holding company.
The 1991 Banking Law required each federal banking agency, including the Federal Reserve, to revise its risk-based capital standards to ensure that those standards take adequate account of interest rate risk, concentration of credit risk and the risks of non-traditional activities, as well as reflect the actual performance and expected risk of loss on multi-family mortgages. The Federal Reserve, the FDIC and the OCC have issued a joint rule amending the capital standards to specify that the banking agencies will include in their evaluations of a bank's capital adequacy an assessment of the exposure to declines in the economic value of the bank's capital due to changes in interest rates. The agencies have also issued a joint policy statement that provides bankers guidance on sound practices for managing interest rate risk. The policy statement identifies the key elements of sound interest rate risk management and describes prudent principles and practices for each element, emphasizing the importance of adequate oversight by a bank's board of directors and senior management and of a comprehensive risk management process. The policy statement also outlines the critical factors that will affect the agencies' evaluation of a bank's interest rate risk when making a determination of capital adequacy. In adopting the policy statement, the agencies have asserted their intention to continue to place significant emphasis on the level of a bank's interest rate risk exposure and the quality of its risk management process when evaluating a bank's capital adequacy.
The Federal Reserve, the FDIC, the Office of the Comptroller of the Currency and the Office of Thrift Supervision have also issued a joint rule amending the risk-based capital guidelines to take account of concentration of credit risk and the risk of non-traditional activities. The rule amends each agency's risk-based capital standards by explicitly identifying concentration of credit risk and the risk arising from other sources, as well as an institution's ability to manage these risks, as important factors to be taken into account by the agency in assessing an institution's overall capital adequacy.
The 1991 Banking Law also restricts the acceptance of brokered deposits by insured depository institutions and contains a number of consumer banking provisions, including disclosure requirements and substantive contractual limitations with respect to deposit accounts.
The 1991 Banking Law also required each of the federal banking agencies to develop regulations addressing certain safety and soundness standards for insured depository institutions and depository institution holding companies, including operational and managerial standards, asset quality, earnings and stock valuation standards, as well as compensation standards (but not dollar levels of compensation). On September 23, 1994, the Riegle Community Development and Regulatory Improvement Act of 1994 amended the 1991 Banking Law to authorize the agencies to establish safety and soundness standards by regulation or by guideline. Accordingly, the federal banking agencies have issued Interagency Guidelines Establishing Standards for Safety and Soundness, which set forth general operational and managerial standards in the areas of internal controls, information systems and internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth and compensation, fees and benefits. The Guidelines also prohibit payment of excessive compensation as an unsafe and unsound practice. Compensation is defined as excessive if it is unreasonable or disproportionate to the services actually performed. Bank holding companies are not subject to the Guidelines. The Guidelines contemplate that each federal agency will determine compliance with these standards through the examination process, and if necessary to correct weaknesses, require an institution to file a written safety and soundness compliance plan. The Company does not expect the Guidelines to materially change current operations of the Banks.
Enforcement Policies and Actions
FIRREA significantly increased the enforcement powers of the OCC, the Federal Reserve and the other federal depository institution regulators, and authorizes the imposition of civil money penalties of from $5,000 per day up to $1,000,000 per day for violations of federal banking laws and regulations. Persons who are affiliated with depository institutions and are found to have violated federal banking laws and regulations can be removed from any office held in such institution and banned for life from participating in the affairs of such an institution. The banking regulators have not hesitated to use the new enforcement authorities provided them under FIRREA. Community Reinvestment Act
The Banks are subject to the requirements of the Community Reinvestment Act (the "CRA"). The CRA requires that financial institutions have an affirmative and ongoing obligation to meet the credit needs of their local communities, including low- and moderate-income neighborhoods, consistent with the safe and sound operation of those institutions. Each financial institution's efforts in meeting the community credit needs are evaluated as part of the examination process pursuant to twelve assessment factors. These factors also are considered in evaluating mergers, acquisitions and applications to open a branch or facility. Both Banks received ratings of satisfactory in their most recent evaluations.
The federal banking agencies, including the OCC, have issued a joint rule that changes the method of evaluating an institution's CRA performance. The new rule evaluates institutions based on their actual performance (rather than efforts) in meeting community credit needs. Subject to certain exceptions, the OCC assesses the CRA performance of a bank by applying lending, investment and service tests. The lending test evaluates a bank's record of helping to meet the credit needs of its assessment area through its lending activities by considering a bank's home mortgage, small business, small farm, community development, and consumer lending. The investment test evaluates a bank's record of helping to meet the credit needs of its assessment area through qualified investments that benefit its assessment area or a broader statewide or regional area that includes the bank's assessment area. The service test evaluates a bank's record of helping to meet the credit needs of its assessment area by analyzing both the availability and effectiveness of a bank's systems for delivering retail banking services and the extent and innovativeness of its community development services. The OCC assigns a rating to a bank of "outstanding," satisfactory," "needs to improve," or "substantial noncompliance" based on the bank's performance under the lending, investment and service tests. To evaluate compliance with the tests, subject to certain exceptions, banks will be required to collect and report to the OCC extensive demographic and loan data.
For banks with total assets of less than $250 million that are affiliates of a holding company with banking and thrift assets of less than $1 billion, such as the Banks and Company, the OCC evaluates the bank's record of helping to meet the credit needs of its assessment area pursuant to the following criteria: (1) the bank's loan-to-deposit ratio, adjusted for seasonal variation and, as appropriate, other lending-related activities, such as loan originations for sale to the secondary markets, community development loans, or qualified investments; (2) the percentage of loans and, as appropriate, other lending-related activities located in the bank's assessment area; (3) the bank's record of lending to and, as appropriate, engaging in other lending-related activities for borrowers of different income levels and businesses and farms of different sizes; (4) the geographic distribution of the bank's loans; and (5) the bank's record of taking action, if warranted, in response to written complaints about its performance in helping to meet credit needs in its assessment area. Small banks may also elect to be assessed under the generally applicable standards of the rule, but to do so a small bank must collect and report extensive data.
A bank may also submit a strategic plan to the OCC and be evaluated on its performance under the plan.
Other Laws and Regulations
Interest and certain other charges collected or contracted for by the Banks are subject to state usury laws and certain federal laws concerning interest rates. The Banks' operations are also subject to certain federal laws applicable to credit transactions, such as the federal Truth-In-Lending Act governing disclosures of credit terms to consumer borrowers, CRA requiring financial institutions to meet their obligations to provide for the total credit needs of the communities they serve, including investing their assets in loans to low- and moderate-income borrowers, the Home Mortgage Disclosure Act of 1975 requiring financial institutions to provide information to enable the public and public officials to determine whether a financial institution is fulfilling its obligation to help meet the housing needs of the community it serves, the Equal Credit Opportunity Act prohibiting discrimination on the basis of race, creed or other prohibited factors in extending credit, the Fair Credit Reporting Act of 1978 governing the use and provision of information to credit reporting agencies, the Fair Debt Collection Act governing the manner in which consumer debts may be collected by collection agencies, and the rules and regulations of the various federal agencies charged with the responsibility of implementing such federal laws. The deposit operations of the Banks also are subject to the Right to Financial Privacy Act, which imposes a duty to maintain confidentiality of consumer financial records and prescribes procedures for complying with administrative subpoenas of financial records, and the Electronic Funds Transfer Act and Regulation E issued by the Federal Reserve to implement that act, which govern automatic deposits to and withdrawals from deposit accounts and customers' rights and liabilities arising from the use of automated teller machines and other electronic banking services.
From time to time, bills are pending before the United States Congress which contain wide-ranging proposals for altering the structure, regulation and competitive relationships of the nation's financial institutions. Among such bills are proposals to prohibit banks and bank holding companies from conducting certain types of activities, to subject banks to increased disclosure and reporting requirements, to alter the statutory separation of commercial and investment banking, and to further expand the powers of banks, bank holding companies and competitors of banks. It cannot be predicted whether or in what form any of these proposals will be adopted or to the extent to which the business of the Company and its subsidiaries may be affected thereby.
Fiscal and Monetary Policy
Banking is a business which depends on interest rate differentials. In general, the difference between the interest paid by a bank on its deposits and its other borrowings, and the interest received by a bank on its loans and securities holdings, constitutes the major portion of a bank's earnings. Thus, the earnings and growth of the Company will be subject to the influence of economic conditions generally, both domestic and foreign, and also to the monetary and fiscal policies of the United States and its agencies, particularly the Federal Reserve. The Federal Reserve regulates the supply of money through various means, including open-market dealings in United States government securities, the discount rate at which banks may borrow from the Federal Reserve, and the reserve requirements on deposits. The nature and timing of any changes in such policies and their impact on the Company cannot be predicted.
Consumer Finance Regulation
The Company's consumer finance subsidiary, Quick Credit, is supervised by the State Board of Financial Institutions. Quick Credit is required to file annual reports with, and is subject to annual examinations by the State Board of Financial Institutions. Quick Credit must comply with all federal and state regulations pertaining to extensions of credit. South Carolina law limits consumer finance companies to one outstanding loan per customer, and places limitations on the interest rates charged by such companies.
Item 2.
Item 2. Properties
The Company's principal executive offices are located in a building in the downtown area of Anderson, South Carolina, and contain approximately 17,700 square feet of space. The building is owned by Anderson National Bank and is occupied exclusively by the Company and Anderson National Bank.
Anderson National Bank maintains three branch offices; one in Anderson containing 5,800 square feet of space, which is owned by the bank; another office in the town of Pelzer, South Carolina, containing approximately 2,000 square feet of space, which is leased by the bank, and another office in the town of Williamston, South Carolina, containing approximately 1,300 square feet of space, which is leased by the bank.
Spartanburg National Bank has a main office and two branch facilities both located in Spartanburg, South Carolina with square footage of 8,800, 3,300, and 3,300, respectively. All are owned by Spartanburg National Bank and occupied exclusively by Spartanburg National Bank.
Quick Credit Corporation maintains offices in Anderson, Greenville, Greenwood, Laurens, Seneca, Easley, Florence, Spartanburg, Marion, Sumter, Cayce, Kingstree, Orangeburg, North Charleston, Abbeville, Newberry, Hartsville, Rock Hill, Gaffney, Aiken, Camden, and Columbia, South Carolina. The combined square footage of these twenty-two offices is approximately 29,000 square feet. All offices are leased with the terms of the various leases expiring in years 1997 through 2001.
The Community Bank of Greenville, N.A. has one office located at 211 Patewood Drive, Greenville, South Carolina 29616, containing approximately 6,800 square feet.
The building is owned and occupied exclusively by The Community Bank of Greenville.
Item 3.
Item 3. Legal proceedings
Although the Company is from time to time a party to various legal proceedings arising out of the ordinary course of business, management believes there is no proceeding threatened or pending against the Company that could result in a materially adverse change in the business or financial condition of the Company.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of shareholders in the fourth quarter of the Company's fiscal year.
PART II
Item 5.
Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters
The Common Stock of the Company began trading on the Nasdaq National Market segment of the Nasdaq Stock Market under the trading symbol FUSC on February 8, 1995. Prior to the listing on Nasdaq there was no established public trading market for the Company's stock. The following table sets forth the high and low trade prices for the common stock for the indicated 1995 and 1996 periods, adjusted to give retroactive effect to the two stock dividends paid in each of 1995 and 1996. The source of the quotations is the National Association of Securities Dealers, Inc. monthly statistical reports. Market quotations reflect interdealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.
As of December 31, 1996, First United Bancorporation had approximately 587 shareholders of record. Two 5% stock dividends were paid in each of 1995 and 1996. The Company paid quarterly cash dividends of $.03 per share for each of the four quarters in 1995 and 1996. Future cash dividends will be determined by the Company's Board of Directors in light of circumstances existing from time to time, including the Company's growth, profitability, financial condition, results of operations and other factors deemed relevant by the Company's Board of Directors. See Item 1. Business - Payment of Dividends and Note 14 of the Notes to Consolidated Financial Statements for information about limits on payment of dividends by the Company's subsidiaries.
First United Bancorporation has not sold any securities during the period covered by this report other than in transctions registered pursuant to the Securities Act of 1933.
Item 6.
Item 6. Selected Financial Data
SELECTED CONSOLIDATED FINANCIAL DATA
The following tables set forth certain selected consolidated financial data concerning the Company. The selected consolidated financial data has been derived from consolidated financial statements which have been audited. This information should be read in conjunction with Management's Discussion and Analysis of Results of Operations and Financial Condition and is qualified in its entirety by reference to the more detailed consolidated financial statements and the notes thereto contained elsewhere in this report (in thousands, except per share data).
(1) The Company declared an initial $.03 per share dividend in the fourth quarter of 1994 and declared dividends of .03 per share per quarter in 1995 and 1996. Prior to 1994 the Company had not declared any cash dividends.
(2) Per share data has been adjusted to reflect the payment of 5% stock dividends in 1992 and 1993, the 10% stock dividend and the three for two stock split in 1994, and the two 5% stock dividends in each of 1995 and 1996.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Management's Discussion and Analysis is provided to afford the Company's shareholders a clearer understanding of the major elements of the Company's results of operations, financial condition, liquidity and capital resources. The following discussion should be read in conjunction with the consolidated financial statements, related notes included elsewhere herein and the Company's 1996 Form l0-K.
Discussion of Changes in Financial Condition
Total assets increased $75,781,000, or 39.0%, from $194,414,000 at December 31, 1995 to $270,195,000 at December 31, 1996.
Total outstanding loans, the largest single category of assets, increased $57,557,000, or 38.9%, to $205,551,000 at December 31, 1996, as a result of an increase in the amount of outstanding loans at the Company's three bank subsidiaries. Total loans outstanding at December 31, 1996 for Spartanburg National Bank amounted to $90,833,000, a $17,144,000, or 23.3%, increase over the $73,689,000 reported at December 31, 1995. Total outstanding loans, net of intercompany loans, at Anderson National Bank at December 31, 1996 amounted to $85,610,000, an increase of $22,476,000, or 35.6%, over total outstanding loans, net of intercompany loans, of $63,134,000 at December 31, 1995. The Community Bank of Greenville, National Association ("The Community Bank of Greenville"), which officially opened for business on April 17, 1996, reported total outstanding loans of $19,036,000 at December 31, 1996.
While the Company's bank subsidiaries experienced significant loan growth during 1996, the Company's consumer finance subsidiary, Quick Credit Corporation, experienced a decrease in total outstanding loans of $1,099,000, or 9.8%. Total loans outstanding at December 31, 1996 for Quick Credit Corporation amounted to $10,072,000 compared to $11,171,000 at December 31, 1995. The decrease in Quick Credit Corporation's outstanding loans resulted largely from an increase in the amount of loan charge-offs during 1996.
Premises, furniture and equipment increased $2,039,000, or 36.5%, during the period ended December 31, 1996. This increase is largely attributable to building and equipment costs associated with the Company's newest bank subsidiary, The Community Bank of Greenville, which officially opened for business on April 17, 1996, and to building and equipment costs associated with a new branch facility for Spartanburg National Bank which officially opened for business on September 16, 1996.
The Company's securities portfolios, collectively, at amortized cost, increased $5,634,000, or 19.8%, from year-end 1995 levels as a result of securities purchased by The Community Bank of Greenville during the period ended December 31, 1996. Cash and due from banks increased $1,775,000, or 27.9%, to $8,128,000 at December 31, 1996. This increase is largely the result of additional uncollected funds in correspondent bank accounts at quarter-end resulting from a larger deposit base at December 31, 1996. The amount of Federal funds sold at December 31, 1996 was $13,700,000, or 168.6%, higher than the amount sold at December 31, 1995 largely as a result of amounts sold by The Community Bank of Greenville.
Other real estate owned, comprised of four parcels, amounted to $85,000 at December 31, 1996 compared to $74,000 at December 31, 1995. Management is pursuing liquidation of these four pieces of property.
Other assets increased $1,005,000, or 32.3%, during the period ended December 31, 1996 largely as a result of increases in tax benefits associated with year-to-date losses attributable to The Community Bank of Greenville, and to an increase in interest receivable on loans resulting from a larger base of outstanding loans at December 31, 1996.
Total liabilities increased $73,903,000, or 41.5%, largely as a result of a $57,838,000, or 36.1%, increase in total deposits at the Company's bank subsidiaries. Of the $57,838,000 increase in total deposits, $33,215,000, or 57.4%, is attributable to new deposits generated by the Community Bank of Greenville since opening on April 17, 1996. During 1996, Anderson National Bank experienced an increase in deposits of $10,284,000, or 13.1%, and Spartanburg National Bank experienced an increase in its deposits of $14,745,000, or 18.0%.
The largest dollar increase in a single category of deposits was in certificates of deposits of $100,000 or less, which increased $29,263,000, or 44.7% during the period ended December 31, 1996. The largest percentage increase in a single category of deposits was in certificates of deposit of $100,000 or more, which increased 72.2%, or $17,218,000, during the period. The increases in these two categories of deposits are largely the result of deposits generated by The Community Bank of Greenville. During the period ended December 31, 1996, the Company also experienced an increase in savings and money market deposits of $8,693,000, or 34.2%, which resulted largely from growth in these deposits at Anderson National Bank and Spartanburg National Bank. The Company also experienced modest growth of 10.7% in non-interest bearing demand deposits during the period while the level of NOW accounts remained relatively unchanged from the year-end 1995 level.
Securities Sold Under Agreements to Repurchase, comprised largely of overnight repurchase agreements, increased $5,071,000, or 163.8%, during the period largely as a result of a single temporary quarter-end investment of funds by a single customer of Spartanburg National Bank. Federal Home Loan Bank advances increased $7,920,000, or 272.2%, to $10,830,000 at December 31, 1996. These additional advances were utilized to help fund the loan growth at Anderson National Bank and Spartanburg National Bank during 1996. Other borrowed funds, comprised of Federal funds purchased, various types of borrowings by Quick Credit Corporation and borrowings by the parent company, increased $2,430,000, or 28.0%, during 1996. During the period ended December 31, 1996, the Company borrowed an additional $4,100,000 under an existing line of credit with a third party lender to fully capitalize The Community Bank of Greenville and for general corporate purposes while Quick Credit Corporation reduced its outstanding debt with its third party lender to $1,670,000. During the period ended December 31, 1996 the Company satisfied all outstanding capitalized lease obligations.
Shareholders' equity increased $1,878,000 from December 31, 1995 to December 31, 1996 as a result of net earnings for the period of $1,946,000 and the exercise of stock options under the Company's Employee Stock Option Plans in the amount of $175,000. These additions to shareholders' equity were partially offset by the declaration and payment of cash dividends and cash in lieu of fractional shares on the two 5% stock dividends issued in 1996 in the amount of $298,000 and a decrease in the amount of net unrealized losses on the Company's "available for sale" securities portfolio of $55,000 during the period.
Results of Operations
The following discussion relates to the results of operations for the year ended December 31, 1996 compared with the year ended December 31, 1995, and the year ended December 31, 1995 compared with the year ended December 31, 1994.
1996 compared with 1995
General
The consolidated Company's operations for the twelve-months ended December 31, 1996 resulted in net income of $1,946,000, a 19.4% decrease from the $2,413,000 in net income recorded in 1995. The decrease in consolidated earnings for 1996 is attributable to a $1,370,000, or 175.9%, increase in the provision for loan losses and start up expenses and early operating losses totalling $701,000, pre-tax, incurred in 1996 associated with the Company's new bank subsidiary, The Community Bank of Greenville. The large increase in the Company's provision for loan losses is mainly attributable to an increase of $1,003,000, or 137.8%, in the provision made by Quick Credit Corporation in 1996. During 1996, the Company also incurred interest expense of $245,000 associated with borrowings used to capitalize The Community Bank of Greenville and $213,000 in consulting fees associated with the Company's re-engineering of its banking operations.
Anderson National Bank recorded net earnings of $1,527,000 in 1996, a 36.3% increase over the $1,120,000 recorded in 1995. The increase in earnings for this subsidiary resulted primarily from an increase in net interest income of $946,000, or 22.8%.
Spartanburg National Bank recorded net earnings of $1,096,000 in 1996, a 22.9% increase over the $892,000 recorded for 1995. The increase in earnings for this subsidiary, like that of Anderson National Bank's, resulted largely from an increase in net interest income of $661,000, or 17.3%.
As anticipated, The Community Bank of Greenville recorded net losses of $460,000 in 1996. Of the $460,000 in losses recorded, $57,000, or 12.4%, were incurred prior to commencing banking operations.
Quick Credit Corporation recorded a net loss of $15,000 in 1996 compared to net earnings of $545,000 in 1995. The loss recorded for this subsidiary for 1996 resulted primarily from higher loan charge-offs which required a significant increase in the provision for loan losses in 1996 (see "Provision and Allowance for Loan Losses, Loan Loss Experience") and an increase in other operating expenses.
Interest Income, Interest Expense and Net Interest Income
Net interest income, the major component of the Company's income, is the amount by which interest and fees on interest earning assets exceeds the interest paid on interest bearing deposits and other interest bearing funds. The Company's net interest income increased $2,308,000, or 18.3%, to $14,936,000 for the year-ended December 31, 1996 compared to $12,628,000 for the year-ended December 31, 1995. The increase is largely attributable to an increase in interest income on loans at the Company's banking subsidiaries resulting from an increase in the volume of outstanding loans during 1996.
The Company's total interest income increased $4,709,000, or 23.9%, to $24,375,000 in 1996 compared to $19,666,000 for 1995. The increase is largely attributable to a $4,330,000, or 24.5% increase in loan interest income resulting from a $38,724,000, or 29.1%, increase in the volume of average outstanding loans in 1996. The average yield on loans for 1996 was 12.79% compared to 13.26% for 1995.
Average balances on securities and federal funds sold, collectively, increased by $7,281,000, or 22.1%, in 1996 when compared to 1995. Largely as a result of this increase, interest income on these categories of earning assets, collectively, increased $379,000, or 19.0% .
Interest expense on deposits increased $2,028,000, or 34.5%, to $7,899,000 in 1996 compared to $5,871,000 for 1995. The increase is attributable to an increase of $37,352,000, or 29.5%, in the volume of average interest-bearing deposits in 1996 when compared to 1995, coupled with an increase in the Company's costs of interest-bearing deposits resulting from increases in the rates paid for those deposits. The weighted average cost of interest-bearing deposits for 1996 was 4.83% compared to 4.64% for 1995.
Interest expense on Securities Sold Under Repurchase Agreements declined slightly in 1996 as a result of a decline in the rates paid on these short-term funds in 1996. Interest expense incurred by the Company's banking subsidiaries on average borrowings of $6,738,000 from the Federal Home Loan Bank of Atlanta in 1996 amounted to $412,000, a 95.3% increase over the $211,000 incurred in 1995 and resulted from an increase in the average amount borrowed during 1996. Interest expense on the various categories of other interest-bearing liabilities, which includes Capitalized Leases, Subordinated Debt, Federal Funds Purchased and Other Borrowed Funds, collectively, increased $186,000, or 23.6%, in 1996 when compared to 1995. The increase in interest expense associated with these other interest-bearing liabilities is primarily attributable to an increase in interest expense at the parent company level on borrowings utilized to capitalize The Community Bank of Greenville.
Provision and Allowance for Loan Losses
The net provision for loan losses was $2,149,000 in 1996 compared to $779,000 in 1995, a $1,370,000, or 175.9%, increase. This increase is attributable to increases in the provisions made by Spartanburg National Bank and Quick Credit Corporation in 1996 when compared to 1995 and to provisions made by The Community Bank of Greenville in 1996 as it began to establish its allowance. The increase made by Spartanburg National Bank was a result of the significant loan growth experienced by this subsidiary during 1996 as Spartanburg National Bank made provisions of $225,000 in 1996 compared to $201,000 in 1995. Quick Credit Corporation made provisions of $1,731,000 in 1996 compared to $728,000 in 1995, an increase of $1,003,000, or 137.8%. The increase in Quick Credit Corporation's provision in 1996 resulted from an increase in the number and volume of loans charged off in 1996 (see "Provision and Allowance for Loan Losses, Loan Loss Experience"). Anderson National Bank recorded a negative provision for loan losses in 1995 of $150,000 as a result of continued improvement in the overall quality of its loan portfolio. Anderson National Bank made no provisions in 1996. The Community Bank of Greenville made provisions for loan losses totalling $193,000 in 1996 as it began to establish its allowance for loan losses.
At December 31, 1996, the allowance for loan losses as a percentage of outstanding loans was 1.54% compared to 1.57% at December 31, 1995. For a discussion of the allowance for loan losses and factors considered by the Company in determining the adequacy of the allowance for loan losses, see "Provision and Allowance for Loan Losses, Loan Loss Experience".
At December 31, 1996 the Company had $437,000 in nonaccrual loans which are considered impaired loans, $416,000 in loans past due 90 days or more and still accruing interest and $85,000 in OREO, compared to $241,000, $271,000, and $74,000, respectively, at December 31, 1995. Loans on nonaccrual amounted to 0.22% of total loans at December 31, 1996, compared to 0.17% at December 31, 1995. At December 31, 1996 and December 31, 1995 the Company did not have a material amount of restructured loans.
In the cases of all non-performing loans, management of the Company has reviewed the carrying value of any underlying collateral. In those cases where the collateral value may be less than the carrying value of the loan the Company has taken specific write downs to the credits, even though such credits may still be performing. Management of the Company does not believe it has any non-accrual loan which, individually, could materially impact the reserve for loan losses or long term future operating results of the Company.
The Company records real estate acquired through foreclosure at the lower of cost or estimated market value less estimated selling costs. Estimated market value is based upon the assumption of a sale in the normal course of business and not on a quick liquidation or distress basis. Estimated market value is established by independent appraisal at the time acquisition is completed. Management believes that other real estate owned at December 31, 1996 will not require significant write-downs in future accounting periods and therefore, will not have a significant effect on the Company's future operations.
Other Income
Total consolidated other income increased $190,000 or 10.1%, in 1996. The increase in total consolidated other income resulted largely from an increase of $123,000, or 192.2%, in recorded gains on the sale of government guaranteed loans in 1996 versus 1995, a $72,000, or 91.1%, increase in fee income generated from the sale of alternative investment products and an increase in service charge income on deposit accounts of $34,000, or 5.5%, at the Company's banking subsidiaries. The increase in total other income resulting from the increases in the previously mentioned categories was partially offset by a decrease of $6,000 in 1996 in fee income generated from the Company's mortgage lending activities and the lack of any gains on the sale of OREO recorded in 1996 versus $25,000 recorded in 1995.
Other Expenses
Total other expenses increased $1,863,000, or 18.6%, in 1996 over 1995. Salaries, wages and benefits ("personnel expense"), the largest category of other expenses, increased $1,001,000, or 17.4%, in 1996 over 1995. The increase in personnel expense resulted from additions to the staff of Quick Credit Corporation associated with four additional offices opened during the last six months of 1995 which were fully operational for all of 1996, personnel expenses associated with the Company's new bank subsidiary, The Community Bank of Greenville, and increases in personnel expenses at the Company's two other bank subsidiaries.
Occupancy expense increased $132,000, or 20.9%, during 1996 as a result of additional expenses associated with the new offices of Quick Credit Corporation opened during the second half of 1995, additional expenses attributable to The Community Bank of Greenville which opened during the second quarter of 1996 and to additional expenses attributable to a second branch office of Spartanburg National Bank opened during the third quarter of 1996. Furniture and equipment expenses decreased $24,000, or 4.0%, in 1996 as a result of a decline in depreciation expense associated with the Company's data processing equipment which was sold during the second quarter of 1995.
Other operating expenses, the second largest category of other expenses, increased $754,000, or 24.8%, during 1996 largely as a result of $213,000 in consulting fees associated with the Company's re-engineering project absorbed in 1996, additional expenses associated with The Community Bank of Greenville which opened during the early part of the second quarter of 1996, additional expenses associated with the new offices of Quick Credit Corporation opened during the second half of 1995, and data processing expense associated with the Company's outsourcing of its data processing function.
Income Taxes
As a result of a decrease in income before income taxes, the Company incurred income tax expense of $1,023,000 for 1996 compared to income tax expense of $1,291,000 for 1995.
1995 compared with 1994
General
The Company's consolidated operations for the twelve-months ended December 31, 1995 resulted in net income of $2,413,000, a 16.1% increase over the $2,078,000 in net income recorded in 1994. The increase in consolidated earnings for 1995 is attributable to a $1,852,000, or 17.2%, increase in the Company's consolidated net interest income resulting largely from an increase in consolidated loan interest income of $4,171,000, or 30.9%, at the Company's three subsidiaries. For the year ended December 31, 1995, the Company recorded and absorbed expenses, net of income tax benefits, totaling $116,000 which were associated with the formation and organization of its new bank subsidiary, The Community Bank of Greenville.
Anderson National Bank recorded net earnings of $1,120,000 for the year-ended December 31, 1995, a $287,000, or 34.5%, increase over the $833,000 recorded in 1994. The increase in earnings for this subsidiary resulted primarily from an increase in this subsidiary's net interest income of $361,000, or 9.5%, and a negative provision for loan losses of $150,000 recorded in 1995 as a result of the continued improvement in the quality of this subsidiary's loan portfolio.
Spartanburg National Bank recorded net earnings of $892,000 for the year-ended December 31,1995, a $125,000, or 16.3%, increase over the $767,000 recorded in 1994. The increase in earnings for this subsidiary resulted from an increase in net interest income of $546,000, or 16.7%. The increase in net interest income for this subsidiary is attributable to an increase in loan interest income of $1,607,000, or 34.2%. The increase in revenues derived from Spartanburg National Bank's loan portfolio resulted from an increase in the volume of outstanding loans in 1995 coupled with an increase in loan yields.
The Company's consumer finance subsidiary, Quick Credit Corporation, recorded net earnings of $546,000 for the year- ended December 31, 1995, a $24,000, or 4.6%, increase over the $522,000 recorded for 1994. Although this subsidiary experienced an increase in its net interest income of $929,000, or 25.1%, and experienced an increase in other income items of $44,000 or 15.0%, in 1995, the effects of these increases were almost entirely offset by an increase in the provision for loan losses of $381,000, or 109.8% (see "Provision and Allowance for Loan Losses, Loan Loss Experience").
Interest Income, Interest Expense and Net Interest Income
The Company's net interest income increased 17.2% to $12,628,000 for the year-ended December 31, 1995 compared to $10,776,000 for the year-ended December 31, 1994. The increase is attributable to an increase in interest income on loans resulting from an increase in the volume of outstanding loans at each of the Company's subsidiaries during 1995, coupled with an increase in loan yields on the Company's banking subsidiaries' loan portfolios resulting from increases in the prime lending rate during the early part of 1995.
The Company's total interest income increased $4,121,000, or 26.5%, to $19,666,000 in 1995 compared to $15,545,000 for 1994. The increase is largely attributable to a $4,171,000, or 30.9%, increase in loan interest income resulting from a $23,285,000, or 21.2%, increase in the volume of average outstanding loans in 1995 coupled with an increase in the average yield on loans in 1995 of 13.1% over 1994. The average yield on loans for 1995 was 13.88% compared to 12.27% for 1994.
Average balances on securities and federal funds sold, collectively, decreased by $2,983,000, or 8.3%, in 1995 over 1994. As a result of the decrease in the volume of these categories of earning assets, interest income associated with these two categories, collectively, decreased $50,000.
Interest expense on deposits increased $1,793,000, or 44.0%, to $5,871,000 in 1995 compared to $4,078,000 for 1994. The increase is attributable to increases in the Company's costs of interest-bearing deposits resulting from increases in market interest rates in 1995 and an increase of $11,062,000, or 9.6%, in the volume of average interest-bearing deposits for 1995. The weighted average cost of interest-bearing deposits for 1995 was 4.64% compared to 3.53% for 1994.
Although average balances on Securities Sold Under Repurchase Agreements decreased $266,000, or 7.6%, in 1995 when compared to 1994, interest expense on this category of interest-bearing liabilities increased $50,000, or 42.4%, as a result of higher market rates of interest paid during 1995. Interest expense incurred by the Company's banking subsidiaries on average borrowings of $3,081,000 from the Federal Home Loan Bank of Atlanta for 1995 amounted to $211,000. The Company's banking subsidiaries had nominal Federal Home Loan Bank of Atlanta borrowings during 1994 with interest expense for 1994 amounting to $29,000. Interest expense on the various categories of other interest-bearing liabilities, which includes Capitalized Leases, Subordinated Debt, Federal Funds Purchased and Other Borrowed Funds, collectively, increased $189,000, or 34.7%, in 1995 when compared to 1994. The increase in interest expense associated with these other interest-bearing liabilities is attributable largely to an increase in the volume of average borrowings by Quick Credit Corporation, primarily from a third party lender, coupled with an increase in the rate paid for these funds in 1995 as a result of increases in the prime lending rate during 1995. Interest paid by Quick Credit Corporation on borrowings from unaffiliated third parties amounted to $768,000 in 1995 compared to $523,000 in 1994, an increase of $245,000, or 46.9%.
Provision and Allowance for Loan Losses
The net provision for loan losses was $779,000 in 1995 compared to $397,000 in 1994, a $382,000, or 96.2% increase. This increase is attributable to increases in the provisions made by Spartanburg National Bank and Quick Credit Corporation in 1995 when compared to 1994. The increase made by Spartanburg National Bank was a result of the significant loan growth experienced by this subsidiary during 1995. Spartanburg National Bank made provisions of $201,000 in 1995 compared to $50,000 in 1994. Quick Credit Corporation made provisions of $728,000 in 1995 compared to $347,000 in 1994, an increase of $381,000, or 109.8%. The increase in Quick Credit Corporation's provision in 1995 resulted from an increase in the number and volume of loans charged off and an increase in the volume of outstanding loans during 1995 (see "Provision and Allowance for Loan Losses, Loan Loss Experience"). Anderson National Bank recorded a negative provision for loan losses in 1995 of $150,000 as a result of continued improvement in the overall quality of its loan portfolio. Anderson National Bank made no provisions in 1994.
At December 31, 1995, the allowance for loan losses as a percentage of outstanding loans was 1.57% compared to 1.62% at December 31, 1994. For a discussion of the allowance for loan losses and factors considered by the Company in determining the adequacy of the allowance for loan losses, see "Provision and Allowance for Loan Losses, Loan Loss Experience".
At December 31, 1995 the Company had $241,000 in non-accrual loans, which are considered impaired loans, $271,000 in loans past due 90 days or more and still accruing interest and $74,000 in OREO, compared to $281,000, $144,000, and $74,000, respectively, at December 31, 1994. Loans on non-accrual amounted to 0.17% of total loans at December 31, 1995, compared to 0.23% at December 31, 1994. At December 31, 1995 and 1994 the Company did not have a material amount of restructured loans.
Other Income
Total consolidated other income increased $145,000, or 8.3%, in 1995. The increase in 1995 resulted primarily from an increase of $55,000, or 7.5%, in service charges and fees on deposit accounts at the Company's banking
subsidiaries, an increase in commissions received on the sale of credit related insurance by Quick Credit Corporation of $59,000, or 26.0%, as a result of the increase in the volume of loans at this subsidiary during 1995 and refunds of FDIC premiums at the Company's banking subsidiaries, which totaled $85,000 in 1995. The Company experienced a decline in fee income generated from the sale of alternative investment products (mutual funds and annuities) of $30,000, or 27.8%, during 1995 as a result of a decrease in the volume of sales of these types of products. The Company's mortgage lending activities, which had been sluggish during the first six months of 1995, rebounded during the second half of 1995 and as a result, fee income generated by this activity for 1995 amounted to $199,000, a 17.1% increase over the $170,000 generated in 1994. During 1995, the Company recorded gains on the sale of Other Real Estate Owned of $25,000 compared to gains on the sale of Other Real Estate Owned in 1994 of $52,000. The Company also recorded gains on the sale of SBA loans during 1995 of $64,000 compared to $61,000 recorded in 1994.
Other Expenses
Total other expenses increased $1,071,000, or 12.0%, in 1995 over 1994. Salaries, wages and benefits, the largest category of other expenses, increased $701,000, or 13.9%, in 1995 over 1994. Of the increase in personnel expense, $321,000, or 45.8%, resulted from additions to the staff of Quick Credit Corporation associated with the opening of five new offices in 1995 and approximately 12.6% of the increase in personnel expenses resulted from personnel expenses associated with the formation of the Company's proposed new bank subsidiary. The remaining increase in personnel expenses is attributable to increases in personnel expenses at the Company's two banking subsidiaries.
Occupancy expense increased $68,000, or 12.1%, in 1995 over 1994 largely as a result of expenses associated with the five new additional offices for Quick Credit Corporation established during 1995.
Furniture and equipment expense decreased $104,000, or 14.8%, in 1995 over 1994 largely as a result of a decline in depreciation expense associated with the Company's data processing equipment which was sold during the second quarter of 1995.
Other operating expenses, the second largest category of other expenses, increased $302,000, or 9.1%, in 1995. This increase is largely the result of costs associated with the additional offices of Quick Credit Corporation opened in 1995, higher expenses associated with growth at the Company's banking subsidiaries and costs associated with the outsourcing of the Company's data processing function.
Income Taxes
As a result of increased income before income taxes, the Company incurred income tax expense of $1,291,000 for an effective tax rate of 34.9% in 1995 compared to income tax expense of $1,082,000 and an effective tax rate of 34.2% in 1994.
Net Interest Income
Net interest income, the difference between the interest earned on earning assets and the interest paid for funds acquired to support those assets, is the principal source of the Company's operating income. Net interest income was $10,776,000, $12,628,000 and 14,936,000 for 1994, 1995 and 1996, respectively.
The Company's average interest rate spread, the difference between the average interest rate earned on interest-earning assets and the average interest rate paid on interest-bearing liabilities, has increased in recent years because of the Company's balance sheet structure and the trend towards lower market interest rates. Changes in prior regulations have allowed commercial banks new accounts such as NOW accounts, Super NOW accounts and money market deposit accounts. These accounts, which are not subject to interest rate ceilings, have enabled banks to attract deposits which were previously in money market accounts of non-bank financial institutions. The result of these new accounts is a continuation of the trend toward higher costs of deposits. The Company believes it has emphasized proper management of interest rate spreads to offset the higher costs of deposits. The Company manages interest rate spreads by monitoring the maturity of assets and related liabilities, interest rates, risk exposure, liquidity, funding sources and capital resources. The objective of such monitoring is to maximize net interest income over an extended period of time while maintaining associated risk within prescribed policy limits. The average interest rate spread was 6.84% in 1994, 6.82% in 1995 and 6.39% in 1996. The following table presents the average balance sheets, the average yield and the interest earned on interest-earning assets, and the average rate and the interest paid on interest-bearing liabilities of the Company for the last three fiscal years.
- - - - - - - - - - - (1) Non-accruing loans have been included in the average balances. (2) The interest rate spread is the interest-earning assets rate minus the interest-bearing liabilities rate. (3) Net yield on total earning assets is computed by dividing net interest income by total average interest-earning assets. (4) Yields on non-taxable investment securities have not been adjusted to arrive at a tax equivalent rate as the adjustment would be immaterial.
Net interest income is affected by changes in the average rate earned on interest-earning assets and the average rate paid on interest-bearing liabilities. In addition, net interest income is affected by changes in the volume of interest-earning assets and interest-bearing liabilities. The following table sets forth the dollar amount of increase in interest income and interest expense resulting from changes in the volume of interest-earning assets and interest-bearing liabilities and from changes in yields and rates.
(1) The rate/volume variance for each category has been allocated on a consistent basis between rate and volume variances based on the percentage of rate or volume variance to the sum of the two absolute variances. (2) Non-accruing loans have been included.
Interest Rate Sensitivity and Asset/Liability Management
An important aspect of achieving satisfactory levels of net income is the management of the composition and maturities of rate sensitive assets and liabilities in order to optimize net interest income as interest rates earned on assets and paid on liabilities fluctuate from time to time.
The interest sensitivity gap is the difference between total interest sensitive assets and liabilities in a given time period. The objective of interest sensitivity management is to maintain reasonably stable growth in net interest income despite changes in market interest rates by maintaining the proper mix of interest sensitive assets and liabilities. Management seeks to maintain a general equilibrium between interest sensitive assets and liabilities in order to insulate net interest income from significant adverse changes in market rates.
The following table sets forth the Company's interest sensitivity position as of December 31, 1996.
(1) Non-accrual loans have been included.
At December 31, 1996, approximately 55.8% of the Company's interest-earning assets repriced or matured within one year compared to approximately 91.7% of interest-bearing liabilities.
Asset/liability management is the process by which the Company monitors and controls the mix and maturities of its assets and liabilities. The essential purposes of asset/liability management are to ensure adequate liquidity and to maintain an appropriate balance between interest sensitive assets and liabilities.
Each of the Company's banking subsidiaries has established an Asset/Liability Management Committee. These Committees use a variety of tools to analyze interest rate sensitivity, including a static gap presentation and a simulation model. A "static gap" presentation reflects the difference between total interest-sensitive assets and liabilities within certain time periods. While the static gap is a widely-used measure of interest sensitivity, it is not, in management's opinion, a true indicator of a company's sensitivity position. It presents a static view of the timing of maturities and repricing opportunities, without taking into consideration that changes in interest rates do not affect all assets and liabilities equally. For example, rates paid on a substantial portion of savings and core time deposits may contractually change within a relatively short time frame, but those rates are significantly less interest-sensitive than market based rates such as those paid on non-core deposits. Accordingly, a liability sensitive gap position is not as indicative of a company's true interest sensitivity as would be the case for an organization which depends to a greater extent on purchased funds to support earning assets. Net interest income would also be impacted by other significant factors in a given interest rate environment, including the spread between the prime rate and the incremental borrowing cost and the volume and mix of earning asset growth. Accordingly, the Company's banking subsidiaries use an asset/liability simulation model which quantifies balance sheet and earnings variations under different interest rate environments to measure and manage interest rate risk.
Quick Credit considers liquidity and interest rate risk in pricing its loans which are funded through retained earnings and borrowings under an existing line of credit with an unaffiliated bank. Securities Portfolio
The following table shows maturities of the Company's securities at amortized cost held at December 31, 1996, and the weighted average yields.
(1) Yields have been adjusted to a tax equivalent basis assuming a 34% Federal Tax Rate.
See note 4 of the Notes to Consolidated Financial Statements for the composition of the securities portfolios. The weighted average yields shown previously are calculated on the basis of cost and effective yields for the scheduled maturity of each security. At December 31, 1996, the market value of the Company's securities portfolios was $149,000 greater than its amortized cost, the average maturity of the securities portfolios was 4.01 years and the average adjusted tax equivalent yield on such portfolios was 6.49%. Certain securities contain call provisions which could decrease their anticipated maturity. Certain securities also contain rate adjustment provisions which could either increase or decrease their yields.
Decisions involving securities are based upon management's expectations for interest rate movements, overall market conditions, the composition and structure of the balance sheet, and computer-based simulations of the financial impacts of alternative rate/maturity scenarios. The Company does not purchase or hold securities for trading purposes. However, certain securities may be sold prior to their maturity. Such securities available for sale, at amortized cost, amounted to $26,318,000 at December 31, 1996 and are classified as available for sale and recorded on the Company's balance sheet at market value of $26,304,000.
Loan Portfolio
The Company's management believes the loan portfolio is adequately diversified. The amount of loans outstanding at the indicated dates are shown in the following table according to the type of loan.
(1) Includes loans secured by real estate and mortgage loans presently held for sale.
The Company has no foreign loans and few agricultural loans. Anderson National Bank's and Spartanburg National Bank's mortgage loan departments package mortgage loans for sale to others, but do not generally service such loans. At December 31, 1996, the Company had $120,000 in mortgage loans held for resale to others. The Company's real estate loans are primarily construction loans and loans secured by real estate, both commercial and residential, located within the Company's trade areas. The Company does not actively pursue long-term, fixed rate mortgage loans for retention in its loan portfolio. Commercial loans are spread throughout a variety of industries, with no industry or group of related industries accounting for a significant portion of the commercial loan portfolio. These loans may be made on either a secured or unsecured basis. When taken, security consists of liens on inventories, receivables, equipment, and furniture and fixtures. Unsecured commercial loans are generally short-term with emphasis on repayment strengths and low debt to worth ratios. As of December 31, 1996, approximately $10,891,000 or 25.4% of commercial, financial and agricultural loans were unsecured. A significant portion of the installment loans to individuals are secured by automobiles and other personal effects. Also included in net installment loans to individuals are $11.2 million and $10.1 million at December 31, 1995 and 1996, respectively, of high rate consumer finance loans which have been originated by the Company's subsidiary, Quick Credit Corporation. These loans generally carry higher risk of nonpayment than the other categories of loans, but the increased risk is substantially offset by the smaller amounts of such loans and higher rates charged thereon.
The following table sets forth the maturity distribution of the Company's gross loans by type, as of December 31, 1996, as well as the type of interest rate requirement on such loans.
Provision and Allowance for Loan Losses, Loan Loss Experience
The purpose of the Company's allowance for loan losses is to absorb loan losses that occur in the loan portfolios of its subsidiaries. Management determines the adequacy of the allowance quarterly and considers a variety of factors in establishing a level of the allowance for losses and the related provision, which is charged to expense. Factors considered in determining the adequacy of the reserve for loan losses include: (1) previously classified loans deemed less than 100% collectible, (2) loans reflecting a recurring delinquent status, (3) past-due loans on which interest is not being collected in accordance with the terms of the loan, and loans whose terms have been modified by reducing the interest rates or deferring interest, (4) excessive loan renewals or payment extensions, (5) general and local economic conditions, (6) risk in consumer credit products, (7) subjective considerations as a result of internal discussions with the Company's loan officers, (8) known loan deteriorations and/or concentrations of credit, (9) historical loss experience based on volume and types of loans, (10) trends in portfolio volume, maturity and composition, (11) projected collateral values, (12) off balance sheet risk, and (13) depth and experience of the Company's existing lending staff. By considering the above factors, management attempts to determine the amount of reserves necessary to provide for potential losses in the loan portfolios of its subsidiaries, however the amount of reserves may change in response to changes in the financial condition of larger borrowers, changes in the Company's local economies and expected industry trends .
The allowance for loan losses represents management's estimate of an amount adequate in relation to the risk of future losses inherent in the loan portfolio and also reflects the consideration of the amount of high rate/higher risk loans held by the Company's consumer finance subsidiary, Quick Credit Corporation.
While it is the Company's policy to charge off in the current period loans in which a loss is considered probable, there are additional risks of future losses which cannot be quantified precisely or attributed to particular loans or classes of loans. Because these risks include the state of the economy, industry trends and conditions affecting individual borrowers, management's judgment of the allowance is necessarily approximate and imprecise. The Company is also subject to regulatory examinations and determinations as to adequacy, which may take into account such factors as the methodology used to calculate the allowance for loan losses and the size of the allowance for loan losses in comparison to a group of peer companies identified by the regulatory agencies.
In assessing the adequacy of the allowance, management relies predominantly on its ongoing review of the loan portfolio, which is undertaken both to ascertain whether there are probable losses which must be charged off and to assess the risk characteristics of the portfolio in the aggregate. The review considers the judgments of management and also those of bank regulatory agencies that review the loan portfolio as part of their regular examination process. The Comptroller, as part of its routine examination process of various national banks, including the Banks, may require additions to the allowance for loan losses based upon the regulators' credit evaluations differing from those of management.
On December 31, 1996, the allowance for loan losses was $3,160,000, or $840,000, (36.2%), higher than one year earlier. The ratio of the allowance for loan losses to net loans outstanding was 1.54% at December 31, 1996 compared to 1.57% at December 31, 1995 (See "Results of Operation") . During 1996, the Company experienced net charge-offs of $1,309,000, or 0.76% of average loans, compared to net charge-offs of $411,000, or 0.31% of average loans, in 1995. Installment loan net charge-offs were $1,228,000 in 1996 versus $495,000 in 1995. Commercial loan net charge-offs were $71,000 in 1996 compared to net charge-offs of $50,000 in 1995. Real estate loan net charge-offs were $10,000 in 1996 compared to net charge-offs of $134,000 in 1995.
The Company made net provisions for loan losses of $397,000, $779,000 and $2,149,000 for the years ended December 31, 1994, 1995 and 1996, respectively.
In fiscal 1994, Anderson National Bank made no provisions for loan losses. In fiscal 1995, Anderson National Bank recorded a negative provision for loan losses of $150,000 because of continued improvement in the quality of its loan portfolio. In fiscal 1996, Anderson National Bank made no provisions for loan losses. In fiscal 1994 and 1995 Anderson National Bank recorded net recoveries of $80,000 and $107,000, respectively. In fiscal 1996, Anderson National Bank recorded net charge-offs of $73,000.
In fiscal 1994, 1995 and 1996, Spartanburg National Bank recorded provisions for loan losses of $50,000, $201,000 and $225,000, respectively. In fiscal 1994, 1995 and 1996, Spartanburg National Bank experienced net charge-offs of $1,000, $19,000 and $91,000, respectively.
In fiscal 1994, 1995 and 1996, Quick Credit Corporation recorded provisions for loan losses of $347,000, $728,000 and $1,731,000, respectively. In fiscal 1994, 1995 and 1996, Quick Credit Corporation experienced net charge-offs of $241,000, $499,000 and $1,144,000, respectively. The significant increase in net charge-offs and related increase in this subsidiary's provision is believed by management to be an industry-wide trend. Quick Credit Corporation's customers are generally in the low-to-moderate income group of borrowers. Over the past several years there has been a proliferation of small consumer loan companies and other consumer debt providers competing for pieces of this segment of the consumer debt market. It is not unusual for customers of Quick Credit Corporation to simultaneously have loans outstanding at several other small loan companies which results in some customers incurring more debt than they can service. During 1996, approximately 3,714, or 14.5%, of Quick Credit Corporation's loans were deemed uncollectible, either through their inability to make scheduled payments or through declaration of bankruptcy, and, therefore, charged-off. As a result of the historically high charge-offs experienced in 1996 and because management anticipates higher than normal charge-offs in 1997, Quick Credit Corporation has increased its loan loss reserve as a percentage of outstanding loans, net of unearned income, from 5.4% at December 31, 1995 to 11.80% at December 31, 1996. In addition, the Company has reviewed is loan criteria and has tightened slightly its underwriting standards.
Prior to mid 1996 First United had a full-time internal loan review officer to perform periodic evaluations of the Company's loan portfolios including all materially classified loans. In mid-1996, the Company outsourced its internal loan review function to an outside third party. The Company's management believes they have in place the controls and personnel to adequately monitor its loan portfolios.
Management continues to closely monitor the levels of non-performing and potential problem loans and will address the weaknesses in these credits to enhance the amount of ultimate collection or recovery on these assets. Should increases in the overall level of non-performing and potential problem loans accelerate from the current trend, management will adjust the methodology for determining the allowance for loan losses and will increase the provision and allowance for loan losses. This would likely decrease net income.
The following table sets forth the allocation of the allowance by category at December 31, 1995 and 1996.
The following table summarizes loan balances of the Company at the end of each period and averages for each period, changes in the allowance arising from charge-offs and recoveries by category, and additions to the allowance which have been charged to expense.
Management considers the allowance for loan losses adequate to cover inherent losses on the loans outstanding at December 31, 1996. In the opinion of management, there are no material risks or significant loan concentrations in the present loan portfolio. It must be emphasized, however, that the determination of the allowance for loan losses using the Company's procedures and methods rests upon various judgments and assumptions about future economic conditions and other factors affecting loans. No assurance can be given that the Company will not in any particular period sustain loan losses which are sizable in relation to the amount reserved or that subsequent evaluation of the loan portfolio, in light of conditions and factors then prevailing, will not require significant changes in the allowance for loan losses or future charges to earnings. The allowance for loan losses is also subject to review and approval by various regulatory agencies through their periodic examinations of the Company's subsidiaries. Such examinations could result in required changes to the allowance for loan losses.
The Company had approximately $241,000 and $437,000 in non-accrual loans, which are considered impaired, at December 31, 1995 and 1996, respectively. Assuming the non-accrual loans performed in accordance with their original terms and had been outstanding for the entire year, interest income on these loans would have amounted to approximately $40,000 and $32,000 for 1995 and 1996, respectively. The amount of income recognized on these loans during 1996 was not material. As of December 31, 1995 and 1996, past due loans over 90 days amounted to $271,000 and $416,000, respectively, and constituted approximately 0.32% of total loans at December 31, 1995 and approximately 0.21% of total loans at December 31, 1996. At December 31, 1995 and 1996, the Company did not have a material amount of restructured loans.
A loan is placed on non-accrual status when, in management's judgment, the collection of interest receivable on such loan appears doubtful, generally when the loan is past due 90 days or more. Interest receivable that had been accrued in the prior year and is subsequently determined to have doubtful collectibility is charged to the allowance for loan losses. Payments of interest on loans which are classified as non-accrual are recognized as principal reductions when received. In some cases, when borrowers are experiencing financial difficulties, loans may be restructured to provide terms significantly below the original contractual terms.
Management of each banking subsidiary maintains a list of potential problem loans. The problem loan list also includes all loans on non-accrual status and all loans that are past due 90 days or more and still accruing interest. A loan is added to the list when management becomes aware of information about possible credit problems of borrowers that causes doubts as to the ability of such borrowers to comply with the current loan repayment terms. The total amount of loans outstanding at December 31, 1996 determined to be potential problem loans was $2.8 million. ($1.8 million at Spartanburg National Bank and $1 million at Anderson National Bank). This compares with $1.5 million of loans determined to be problem loans at December 31, 1995. This amount does not represent management's estimate of potential losses since the majority of such loans are secured by real estate and other collateral. Management believes that the allowance for loan losses as of December 31, 1996, was adequate to absorb any losses with respect to the non-performing loans and potential problem loans as of such date.
At December 31, 1996 and 1995, the Company had approximately $85,000 and $74,000 of real estate acquired through foreclosure. The Company has recorded real estate acquired through foreclosure at the lower of cost or estimated market value less estimated selling costs. Estimated market value is based upon the assumption of a sale in the normal course of business and not on a quick liquidation or distress basis. Estimated market value is established by independent appraisal at the time acquisition is completed.
Deposits
The average amount of deposits of the Company for the years ended December 31, 1995 and 1996, are summarized below.
The Company has a large, stable base of time deposits, principally certificates of deposit and individual retirement accounts obtained primarily from customers in South Carolina. The Company does not purchase brokered deposits.
As of December 31, 1996, the Company held approximately $41,073,000 in certificates of deposit of $100,000 or more with approximately $9,444,000 maturing within three months, approximately $27,141,000 maturing in three months through twelve months, and approximately $4,488,000 maturing in over twelve months. Acquisitions of time deposits of $100,000 and over are in large part a function of the rates a financial institution is willing to negotiate and, as such, these deposits have many of the characteristics of shorter-term purchased funds.
Return on Equity and Assets
The following table shows the return on assets (net income divided by average total assets), return on equity (net income divided by average equity), dividend payout ratio (dividends declared per share divided by net income per share) and equity to assets ratio (average equity divided by average total assets) for each period indicated.
(1) The Company declared its first cash dividend in the fourth quarter of 1994.
Liquidity
Liquidity management involves meeting the cash flow requirements of the Company. The Company's liquidity position is primarily dependent upon its need to respond to short-term demand for funds caused by withdrawals from deposit accounts and upon the liquidity of its assets. The Company's primary liquidity sources include cash and due from banks, federal funds sold and "securities available for sale". In addition, the Company (through Anderson National Bank, Spartanburg National Bank and The Community Bank of Greenville) has the ability, on a short-term basis, to borrow funds from the Federal Reserve System and to purchase federal funds from other financial institutions. Spartanburg National Bank and Anderson National Bank are also members of the Federal Home Loan Bank System and have the ability to borrow both short and longer term funds on a secured basis. At December 31, 1996, Anderson National Bank had $280,000 in long-term borrowings and $8,000,000 in short-term borrowings from the Federal Home Loan Bank of Atlanta. At December 31, 1996, Spartanburg National Bank had $550,000 in long-term borrowings from the Federal Home Loan Bank of Atlanta and $2,000,000 in short-term borrowings.
First United Bancorporation, the parent holding company, has limited liquidity needs. First United requires liquidity to pay limited operating expenses and dividends, and to service its debt. In addition, First United has two lines of credit with third party lenders totaling $6,100,000, of which $1,350,000 was available at December 31, 1996. One of these lines is a $6,000,000 line of credit with an unaffiliated third party lender to be used for general corporate purposes and allows for interest to be paid on a quarterly basis for a period of up to five years if certain criteria are met. At the end of five years, or sooner if the Company desires, the line of credit can be converted to a term loan with quarterly interest payments and annual principal reductions required over a period of five years. The line of credit bears interest at a variable rate. On April 15,1996 the Company utilized $4,500,000 of this line to capitalize its new bank subsidiary, The Community Bank of Greenville, National Association, Greenville, South Carolina. Further sources of liquidity for First United include management fees which are paid by all of its subsidiaries and dividends from its subsidiaries.
At December 31, 1996, the Company's consumer finance subsidiary, Quick Credit Corporation, had debt outstanding of $800,000 in the form of subordinated debt and $6,350,000 outstanding under an $18,000,000 line of credit secured by Quick Credit Corporation's loans receivable with a third party lender.
Management believes its liquidity sources are adequate to meet its operating needs and does not know of any trends, other than those previously discussed, that may result in the Company's liquidity materially increasing or decreasing.
Capital Adequacy and Resources
The capital needs of the Company have been met through the retention of earnings and from the proceeds of a prior public stock offering in 1988.
For bank holding companies with total assets of more than $150 million, such as the Company, capital adequacy is generally evaluated based upon the capital of its banking subsidiaries. Generally, the Board of Governors of the Federal Reserve System (the "Federal Reserve Board") expects bank holding companies to operate above minimum capital levels. The Office of the Comptroller of the Currency ("Comptroller") regulations establish the minimum leverage capital ratio requirement for national banks at 3% in the case of a national bank that has the highest regulatory examination rating and is not contemplating significant growth or expansion. All other national banks are expected to maintain a ratio of at least 1% to 2% above the stated minimum. Furthermore, the Comptroller reserves the right to require higher capital ratios in individual banks on a case by case basis when, in its judgment, additional capital is warranted by a deterioration of financial condition or when high levels of risk otherwise exist. The Company's subsidiary banks have not been notified that they must maintain capital levels above regulatory minimums. The Company's leverage capital ratio was 6.72% at December 31, 1996 compared to 8.23% at December 31, 1995. The leverage capital ratios for Anderson National Bank and Spartanburg National Bank were 7.25% and 6.74%, respectively at December 31, 1996, compared to 7.86% and 7.01%, respectively, at December 31, 1995. The leverage capital ratio for The Community Bank of Greenville was 10.45% at December 31, 1996. The decrease in the leverage capital ratio for Anderson National Bank from year-end 1995 levels resulted from the payment of $750,000 in dividends to the Company and growth experienced since December 31, 1995. The decrease in the leverage capital ratios for Spartanburg National Bank and the consolidated company resulted from growth experienced in 1996.
The Federal Reserve Board has adopted a risk-based capital rule which requires bank holding companies to have qualifying capital to risk-weighted assets of at least 8.00%, with at least 4% being "Tier 1" capital. Tier 1 capital consists principally of common stockholders' equity, noncumulative preferred stock, qualifying perpetual preferred stock, and minority interests in equity accounts of consolidated subsidiaries, less goodwill and certain other intangible assets. "Tier 2" (or supplementary) capital consists of general loan loss reserves (subject to certain limitations), certain types of preferred stock and subordinated debt, and certain hybrid capital instruments and other debt securities such as equity commitment notes. A bank holding company's qualifying capital base for purposes of its risk-based capital ratio consists of the sum of its Tier 1 and Tier 2 capital components, provided that the maximum amount of Tier 2 capital that may be treated as qualifying capital is limited to 100% of Tier 1 capital. The Comptroller imposes a similar standard on national banks. The regulatory agencies expect national banks and bank holding companies to operate above minimum risk-based capital levels. The Company's risk-based capital ratio was 10.30% and its Tier 1 capital to risk weighted assets ratio was 8.92% at December 31, 1996, compared to 12.73% and 11.48%, respectively, at December 31, 1995. The risk-based capital ratios for Anderson National Bank and Spartanburg National Bank were 10.35% and 9.99%, respectively, at December 31, 1996 compared to 12.72% and 11.09%, respectively, at December 31, 1995. Their Tier 1 capital to risk weighted assets ratios were 9.34% and 8.90%, respectively, at December 31, 1996 compared to 11.47% and 9.88%, respectively, at December 31, 1995. At December 31, 1996, the risk-based capital ratio for The Community Bank of Greenville was 18.76% and the Tier 1 capital to risk weighted assets ratio was 17.88%. The decline in Anderson National Bank's risk-based and Tier 1 capital to risk weighted assets ratios from year-end 1995 levels resulted from the payment of $750,000 in dividends to the Company during the period ending December 31, 1996 and from growth experienced since December 31, 1995. The decrease in the Company's and Spartanburg National Bank's risk-based and Tier 1 capital to risk weighted assets ratios from year-end 1995 levels is a result of growth experienced during 1996.
The Company opened its new bank subsidiary, The Community Bank of Greenville, National Association, in Greenville, South Carolina on April 17, 1996. The Company capitalized this new bank subsidiary with $4.5 million of capital. The capital required to open this new bank came from proceeds available to the Company under a line of credit with an unaffiliated third-party lender which had committed to lend the Company up to $6 million.
Effect of Inflation and Changing Prices
The consolidated financial statements have been prepared in accordance with generally accepted accounting principals which require the measurement of financial position and results of operations in terms of historical dollars, without consideration of changes in the relative purchasing power over time due to inflation. Unlike most other industries, virtually all of the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates generally have a more significant effect on a financial institution's performance than does the effect of inflation. Interest rates do not necessarily change in the same magnitude as the prices of goods and services.
While the effect of inflation on banks is normally not as significant as is its influence on those businesses which have large investments in plant and inventories, it does have an effect. During periods of high inflation, there are normally corresponding increases in the money supply, and banks will normally experience above average growth in assets, loans and deposits. Also, general increases in the prices of goods and services will result in increased operating expenses.
Accounting and Reporting Matters
In October 1995, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based Compensation". SFAS No. 123 establishes a new method of accounting for stock-based arrangements by measuring the value of a stock compensation award by the fair value method versus the intrinsic method currently used under the provisions of Opinion 25. If entities do not adopt the fair value method of accounting for stock-based compensation, they will be required to disclose in the footnotes pro forma net income and earnings per share information as if the fair value based method had been adopted. The disclosure requirements of SFAS No. 123 are effective for the 1996 financial statements. The Company will continue to use the intrinsic value method for recording stock-based compensation and has therefore expanded its disclosures.
In June 1996, the FASB issued SFAS No. 125, "Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities". The Statement uses a "financial components" approach that focuses on control to determine the proper accounting for financial asset transfers. Under that approach, after financial assets are transferred, an entity would recognize on the balance sheet all assets it controls and liabilities it has incurred. It would remove from the balance sheet those assets it no longer controls and liabilities it has satisfied. The statement is effective for transfers and servicing of financial assets and extinguishment of liabilities occurring after December 31, 1996 and is to be applied prospectively. Certain provisions of SFAS No. 125 have been deferred for one year as a result of the FASB's issuance in December, 1996 of SFAS No. 127, "Deferral of the Effective Date of Certain Provisions of FASB Statement No. 125". The Company does not anticipate that adoption of this Statement will have a material effect on the Company's financial statements.
Item 8
Item 8 - Financial Statements and Supplementary Data
Independent Auditors' Report
The Board of Directors First United Bancorporation:
We have audited the consolidated balance sheets of First United Bancorporation and subsidiaries (the "Company") as of December 31, 1995 and 1996 and the related consolidated statements of income, changes in shareholders' equity, and cash flows for each of the years in the three year period ended December 31, 1996. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company at December 31, 1995 and 1996, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 1996, in conformity with generally accepted accounting principles.
Greenville, South Carolina January 22, 1997
FIRST UNITED BANCORPORATION
See accompanying notes to consolidated financial statements.
FIRST UNITED BANCORPORATION
See accompanying notes to consolidated financial statements.
See accompanying notes to consolidated financial statements.
FIRST UNITED BANCORPORATION
(1) Corporate Background and Organization
First United Bancorporation (the "Company") is a bank holding company organized in July 1987 to become the holding company for Anderson National Bank (the "Anderson Bank") which was organized in 1984. The Company is incorporated under the laws of the State of South Carolina and registered under the Bank Holding Company Act of 1956, as amended.
The Company formed a second bank subsidiary, Spartanburg National Bank (the "Spartanburg Bank"), which commenced operations on September 1, 1988. The Company capitalized the Spartanburg Bank and purchased all of the Spartanburg Bank's initial issuance of stock with the proceeds of a public offering. The Spartanburg Bank is located in Spartanburg, South Carolina and provides a full range of banking services.
The Company formed a third bank subsidiary, The Community Bank of Greenville, National Association (the "Greenville Bank"), which commenced operations on April 17, 1996. The Company capitalized the Greenville Bank and purchased all of the Greenville Bank's initial issuance of stock with the proceeds of borrowings under a line of credit with a third party lender. The Greenville Bank is located in Greenville, South Carolina and provides a full range of banking services. The Anderson Bank, the Spartanburg Bank and the Greenville Bank are sometimes hereinafter collectively referred to as the "Banks."
The Company organized another subsidiary, Quick Credit Corporation ("Quick Credit"), a consumer finance company, which commenced operations in February 1988. At December 31, 1996, Quick Credit had 22 offices, all located in South Carolina.
(2) Summary of Significant Accounting Policies
The following is a description of the more significant accounting and reporting policies which the Company follows in preparing and presenting its consolidated financial statements.
(a) Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. In consolidation all significant intercompany accounts and transactions have been eliminated.
(b) Cash and Cash Equivalents
The Company includes cash on hand, cash items in transit to depository institutions, cash balances in depository institutions, certificates of deposit with less than three months original maturity, and federal funds sold as cash and cash equivalents in its consolidated statements of cash flows.
(c) Investment Securities
Each Bank maintained liquid assets in excess of the amount required by regulations during all periods included in these consolidated financial statements. Liquid assets consist principally of cash, short-term interest-bearing deposits, federal funds sold and investment securities.
(2) Summary of Significant Accounting Policies, Continued
On May 31, 1993, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 115, Accounting for Certain Investments in Debt and Equity Securities ("SFAS 115"). SFAS 115 addresses the accounting and reporting for investments in equity securities that have readily determinable fair values other than those accounted for under the equity method or as investments in consolidated subsidiaries - and all investments in debt securities. The Company classifies investments, under SFAS 115, into three categories as follows: (1) Held to Maturity Securities - debt securities that the enterprise has the positive intent and ability to hold to maturity, which are reported at amortized cost; (2) Trading Securities - debt and equity securities that are bought and held principally for the purpose of selling them in the near term, which are reported at fair value, with unrealized gains and losses included in earnings; and (3) Available for Sale Securities - debt and equity securities not classified as either held to maturity securities or trading securities, which are reported at fair value, with unrealized gains and losses excluded from earnings and reported as a separate component of stockholders' equity (net of tax effects). Gain or loss on the sale of securities available for sale is based on the specific identification method. The Company has no trading securities. The Company designates securities as held to maturity or available for sale at the purchase date. Unrealized losses on securities available for sale reflecting a decline in value judged to be other than temporary, are charged to income in the Consolidated Statements of Income.
(d) Interest Income on Loans Receivable
Accrual of interest is discontinued on a loan when management believes, after considering economic and business conditions and collection efforts, that the borrower's financial condition is such that collection of interest is doubtful. Loans are generally placed on non-accrual when they are ninety days delinquent.
The Banks recognize interest on non-discounted loans using the simple interest method on daily balances of the principal amounts outstanding. Unearned income on loans made by Quick Credit is carried as a reduction of the respective loan balances and is recognized in income using the sum-of-the-months-digits (rule of 78's) method. Due to the short-term maturities of Quick Credit's loans, this method approximates a level yield.
(e) Allowance for Loan Losses
Each Bank provides for loan losses through an allowance and all recoveries are credited to the allowance. Additions to the allowance for loan losses are provided by charges to operations based on various factors which, in management's judgment, deserve current recognition in estimating possible losses. Such factors considered by management include the market value of the underlying collateral, growth and composition of the loan portfolios, the relationship of the allowance for loan losses to outstanding loans, loss experience, delinquency trends and economic conditions. Management evaluates the carrying value of loans periodically and the allowance is adjusted accordingly. While management uses the best information available to make evaluations, future adjustments to the allowance may be necessary if economic conditions differ substantially from the assumptions used in making the evaluations. In addition, the allowance for loan losses is subject to periodic evaluation by various regulatory authorities and may be subject to adjustments based upon information that is available to them at the time of their examination.
(2) Summary of Significant Accounting Policies, Continued
(f) Other Real Estate Owned
Other real estate owned represents real estate acquired through foreclosure and is recorded at the lower of cost or fair value less anticipated costs to sell.
(g) Premises and Equipment
Premises and equipment are stated at cost less accumulated depreciation. Depreciation is calculated primarily using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the life of the asset or the lease.
(h) Income Taxes
The Company files a consolidated federal income tax return. Separate state tax returns are filed for Anderson National Bank, Spartanburg National Bank and The Community Bank of Greenville, N.A. First United Bancorporation and Quick Credit file a consolidated state income tax return.
In 1992, the FASB issued SFAS No. 109, Accounting for Incomes Taxes ("SFAS 109"). Under SFAS 109, deferred tax liabilities are recognized on all taxable temporary differences (reversing differences where tax deductions initially exceed financial statement expense, or income is reported for financial statement purposes prior to being reported for tax purposes). In addition, deferred tax assets are recognized on all deductible temporary differences (reversing differences where financial statement expense initially exceeds tax deductions, or income is reported for tax purposes prior to being reported for financial statement purposes) and operating loss and tax credit carryforwards. Valuation allowances are established to reduce deferred tax assets if it is determined to be "more likely than not" that all or some portion of the potential deferred tax assets will not be realized. Under SFAS 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
The Company adopted SFAS 109 as of January 1, 1993. The cumulative effect of the adoption of SFAS 109 was an increase of $56,000 in net income for 1993, and a corresponding increase in the net deferred tax asset. Prior years' consolidated financial statements were not restated in connection with the adoption of SFAS 109.
(i) Per Share Data
Primary earnings per share is computed by dividing net income by the weighted average number of shares of common stock and dilutive common stock equivalents outstanding during the period. Fully diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock and common stock equivalents outstanding during the period, with common stock equivalents calculated based on the ending market price, if higher than the average market price. Common stock equivalents consist of common stock options and are computed using the treasury stock method. The weighted average number of shares outstanding during the period for primary and fully diluted earnings per share was adjusted to retroactively reflect all stock dividends.
(2) Summary of Significant Accounting Policies, Continued
(j) Fair Value of Financial Instruments
The financial statements include disclosure of fair value information about financial instruments, whether or not recognized on the balance sheet, for which it is practicable to estimate that value. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the financial instrument. As the fair value of certain financial instruments and all nonfinancial instruments are not presented, the aggregate fair value amounts presented do not represent the underlying value of the Company.
(k) Stock-Based Compensation
In October 1995, the FASB issued SFAS No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"). SFAS 123 establishes a new method of accounting for stock-based arrangements by measuring the value of a stock compensation award by the fair value method versus the intrinsic method currently used under the provisions of Opinion 25. If entities do not adopt the fair value method of accounting for stock-based compensation, they will be required to disclose in the footnotes pro forma net income and earnings per share information as if the fair value based method had been adopted. The disclosure requirements of SFAS 123 are effective for the 1996 financial statements. The Company will continue to use the intrinsic value method for recording stock-based compensation and has therefore expanded its disclosures.
(l) Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
(m) Reclassifications
Certain minor amounts in the 1994 and 1995 consolidated financial statements have been reclassified to conform with 1996 presentations. These reclassifications had no impact on shareholders' equity or net income as previously reported.
(3) Cash and Due from Banks
Anderson National Bank and Spartanburg National Bank are required by regulation to maintain varying cash reserve balances with the Federal Reserve System. The average amount of the cash reserve balance required for Anderson National Bank for the years ended December 31, 1995 and 1996 was $563,000 and $614,000, respectively. At December 31, 1995 and 1996, the calculated cash reserve required was $564,000 and $602,000, respectively. The average amount of the cash reserve balance required for Spartanburg National Bank for the years ended December 31, 1995 and 1996 was $351,000 and $383,000, respectively. At December 31, 1995 and 1996, the calculated cash reserve required was $358,000 and $389,000, respectively.
(4) Investment Securities
The amortized cost and market value of securities held to maturity at December 31 are as follows (dollars in thousands):
The amortized cost and market values of securities available for sale at December 31 are as follows (dollars in thousands):
The amortized cost and estimated market value of securities at December 31, 1996, by contractual maturity, are shown below (dollars in thousands):
(4) Investment Securities, Continued
In 1995 the Company sold $896,000 in securities out of its available for sale portfolio. There were no sales of securities in 1994 and 1996.
Investment securities with carrying amounts of approximately $17,669,000 and $17,618,000 at December 31, 1995 and 1996, respectively, were pledged to secure public deposits and securities sold under repurchase agreements and for other purposes required or permitted by law.
(5) Loans Receivable, Net
Loans receivable, net, at December 31 are summarized as follows (dollars in thousands):
Loans on which the accrual of interest has been discontinued amounted to $241,000 and $437,000 at December 31, 1995 and 1996, respectively. Foregone interest on nonaccrual loans totaled approximately $40,000 and $32,000 for the years ended December 31, 1995 and 1996, respectively.
Changes in the allowance for loan losses for the years ended December 31 were as follows (dollars in thousands):
At December 31, 1996, the majority of the loan portfolio is secured by collateral located in the State of South Carolina and there were no significant concentrations of loans in any type of industry, type of property or to one borrower.
At December 31, 1996, the Company has $120,000 in mortgage loans held for sale which are recorded at the lower of their cost or market value.
(5) Loans Receivable, Net, Continued
On January 1, 1995, the Company adopted SFAS No. 114 "Accounting by Creditors for Impairment of a Loan." SFAS 114 requires that impaired loans and certain restructured loans be measured at the present value of expected future cash flows, discounted at the loan's effective interest rate, at the loan's observable market price, or at the fair value of the collateral if the loan is collateral dependent. A specific reserve is set up for each impaired loan. Also on January 1, 1995, the Company adopted SFAS No. 118, "Accounting by Creditors for Impairment of a Loan - Income Recognition and Disclosures." SFAS 118 amends SFAS 114 in the areas of disclosure requirements and methods for recognizing interest income on an impaired loan.
At December 31, 1995 and 1996, loans totaling $241,000 and $437,000, respectively, were considered to be impaired under SFAS 114. The related allowance on these loans at December 31, 1995 and 1996 was $63,000 and $75,000, respectively. The average amount of impaired loans during 1995 and 1996 was $187,000 and $311,000, respectively.
(6) Premises and Equipment
Premises and equipment at December 31 are as follows (dollars in thousands):
(7) Deposits
Deposits outstanding by type of account and weighted average rate are summarized as follows (dollars in thousands):
(7) Deposits, Continued
Certificate accounts by maturity at December 31 consist of the following (dollars in thousands):
Interest expense by type of deposit for the years ended December 31 is summarized as follows (dollars in thousands):
(8) Long-term Debt
Other Borrowed Funds
Other borrowed funds at December 31 are summarized as follows (dollars in thousands):
(8) Long-term Debt, Continued
(a) During 1996, the Company's subsidiary, Quick Credit, entered into an $18,000,000 line of credit with a commercial bank secured by Quick Credit's loans receivable of which $8,020,000 and $6,350,000 was outstanding at December 31, 1995 and 1996, respectively. The line expires May 1999. The line of credit allows Quick Credit to borrow based upon a borrowing formula and requires Quick Credit to maintain certain minimum net worth levels and debt to equity levels. At December 31, 1996, there were no violations of covenants contained within the loan agreement for which a waiver had not been obtained.
(b) In May, 1995 the Company entered into a combination revolving line of credit/term loan agreement with a commercial bank secured by the common stock of both subsidiary banks in the amount of $5,000,000. The line of credit was increased to $6,000,000 in December 1995. The revolving line of credit expires in May, 1999, but may be extended for two additional one year periods of time if certain covenants are met but not to exceed a final expiration date of May 2001. The revolving line bears interest at a variable rate and requires quarterly interest payments. At the expiration of the revolving line of credit the Company can convert the balance outstanding under the revolving line to a term loan at a fixed rate or variable rate of interest, at the Company's discretion, for a period of up to five years, but not to exceed a final expiration date of May 2006 with quarterly interest and equal principal payments required. At December 31, 1996, $4,750,000 was outstanding under the revolving line of credit. The lines of credit and term loan agreement require the Company and its banking subsidiaries to maintain certain minimum net worth levels, cash flow ratios and earnings levels. At December 31, 1996 the Company was in compliance with all covenants contained within the loan agreement.
Federal Home Loan Bank Advances
The Company's banking subsidiaries had outstanding borrowings from the Federal Home Loan Bank of Atlanta as of December 31, 1996 totaling $10,830,000, collectively, compared to $2,910,000 collectively, at December 31, 1995. The advances at December 31, 1996 accrue interest at rates ranging from 5.74% to 7.91% compared to rates ranging from 6.30% to 7.91% at December 31, 1995. Advances to Anderson National Bank totaled $8,280,000 and $360,000 at December 31, 1996 and 1995, respectively. Of the advances outstanding at December 31, 1996, $280,000 is being amortized over 10 years with $20,000 semi-annual payments required through August 2004, and $8,000,000 of these advances are due in $4,000,000 increments in January and July of 1997, respectively. These advances are secured by a blanket lien on Anderson National Bank's fist mortgage real estate loans. Advances to Spartanburg National Bank totaled $2,550,000 at December 31, 1996 and 1995. Of the advances outstanding at December 31, 1996, $550,000 is due in October 1999, and $2,000,000 of the advances are due in January of 1997. These advances are secured by certain of Spartanburg National Bank's securities and by a blanket lien on Spartanburg National Bank's first mortgage real estate loans.
Other
The Company also has a line of credit facility with an unrelated commercial bank which is unsecured and provides that the Company may borrow up to $100,000, all of which is available at December 31, 1996. Borrowings under this credit facility bear interest at the prime rate.
(9) Securities Sold Under Repurchase Agreements
Securities sold under repurchase agreements, payable within one year and collateralized by investment securities at December 31 are summarized as follows (dollars in thousands):
(10) Commitments, Contingencies and Off-Balance Sheet Risk
The Company has entered into a number of noncancellable operating lease agreements, primarily for land, buildings and equipment for operations. Many of these leases contain renewal options and escalation clauses, and in some instances, the annual rent will be renegotiated upon lease renewal. In addition, the Company pays maintenance, property taxes and insurance on certain leased properties.
At December 31, 1996, minimum rental commitments based on the remaining noncancellable lease terms without consideration of renewal options are summarized as follows (dollars in thousands):
During 1994, 1995 and 1996, the Company paid rent expense of approximately $167,000, $180,000 and $223,000, respectively.
Commitments to extend credit are agreements to lend to customers as long as there is no violation of any condition established in the contract. These commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of these commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Each customer's credit worthiness is evaluated on a case-by-case basis and collateral is obtained if deemed necessary. At December 31, 1996 and 1995, the Banks had commitments to extend credit of approximately $44,403,000 and $26,906,000, respectively. This amount includes unused credit card and home mortgage equity lines.
(10) Commitments, Contingencies and Off-Balance Sheet Risk, Continued
Standby letters of credit are commitments issued by the Banks to guarantee the performance of a customer to a third party. The Banks had approximately $1,497,000 in outstanding standby letters of credit at December 31, 1996.
The Banks are parties to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of their customers and to reduce their own exposure to fluctuations in interest rates. Theses financial instruments include commitments to extend credit and standby letters of credit. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amounts recognized in the Consolidated Balance Sheets. The contract amount of these instruments reflects the extent of involvement that the Banks have in classes of financial instruments.
The Banks use the same credit policies in making commitments to extend credit and in issuing standby letters of credit that are used for on-balance sheet instruments. The Company's exposure to credit loss for commitments to extend credit and standby letters of credit in the event of the other party's nonperformance is represented by the contract amount of the instrument and is essentially the same as that involved in extensions of loans with collateral being obtained if deemed necessary.
(11) Income Taxes
Income tax expense (benefit) for the years ended December 31 is as follows (dollars in thousands):
(11) Income Taxes, Continued
The Company's effective tax rate varies from the Federal statutory tax rate of 34%. The reasons for the differences are as follows (dollars in thousands):
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, are presented below (dollars in thousands):
A portion of the change in the net deferred tax asset relates to unrealized gains and losses on securities available for sale. The related current period deferred tax expense of $28,000 has been recorded directly to shareholders' equity. The balance of the change in the net deferred tax asset results from the current period deferred tax benefit of $421,000. The net deferred tax asset is included in other assets in the accompanying consolidated balance sheets.
The valuation allowance for deferred tax assets as of January 1, 1995 and 1996 was zero. The net change in the total valuation allowance for the years ended December 31, 1995 and 1996 was zero. No valuation allowance has been established as it is management's contention that realization of the net deferred tax asset is more likely than not due primarily to refundable taxes in carryback periods and conservative estimates of future taxable income. The Company's income tax returns for 1993 and subsequent years are subject to review by the taxing authorities.
(12) Shareholders' Equity
On May 2, 1994 the Board declared a ten percent stock dividend. On May 22, 1995 and October 22, 1995 the Company's Board of Directors declared additional five percent stock dividends. On June 17, 1996 and November 15, 1996 the Company's Board of Directors declared additional five percent stock dividends. Accordingly, outstanding shares of common stock were increased and a transfer representing the fair market value of additional shares issued was made from retained earnings to common stock at par value, cash for payment of fractional shares and the balance to additional paid-in capital.
On October 25, 1994, the Board of Directors declared a three-for-two stock split payable to stockholders of record as of November 8, 1994. The distribution date was November 22, 1994 with fractional shares paid in cash based on the adjusted market value of the stock at the distribution date. All share and per share amounts for all periods have been retroactively restated to reflect the stock split and the various stock dividends.
(13) Stock Options
In 1987, the Company adopted a stock option plan (the "1987 Plan") which provides for granting key employees options to purchase the Company's common stock at an option price equal to fair market value at the date of grant. Option prices and number of shares have been adjusted for the stock dividends and split discussed in note 12. The Company reserved 166,114 shares for issuance pursuant to the 1987 Plan. Options vest in four increments of 25% each on the first four anniversaries of the date of grant and can be exercised within ten years of the date of grant.
At December 31, 1996, under the 1987 Plan options to purchase 163,725 shares were outstanding, 2,389 shares were available for grant and 160,215 shares were exercisable. Stock option activity to date is as follows:
During 1996, options to purchase 28,174 were exercised at an average price of $4.88 per share. In 1995, options to purchase 18,237 shares were exercised at an average price of $5.40 per share. In 1994, options to purchase 14,229 shares were exercised at an average price of $7.01 per share. Prior to 1994, no stock options were exercised.
In 1994, the Company adopted an additional stock option plan (the "1994 Plan"). The Company reserved 188,783 shares for issuance pursuant to the Plan. Options vest in four increments of 25% each on the first four anniversaries of the date of grant and can be exercised within ten years from the date of the grant.
(13) Stock Options, Continued
At December 31, 1996, under the 1994 Plan, options to purchase 77,430 options were outstanding, 111,353 were available for grant, and 18,825 were exercisable. Stock option activity to date is as follows:
During 1996, options to purchase 5,462 shares were exercised at an average price of $6.81 per share. During 1995, options to purchase 955 shares were exercised at an average price of $5.50. Prior to 1995 no stock options were exercised.
The Company applies Accounting Principles Board ("APB") Opinion No. 25 and related interpretations in accounting for its stock option plans. Accordingly, no compensation cost has been recognized for these plans. Had compensation cost for the plans been determined consistent with SFAS No. 123, the Company's net income and earnings per share would have been reduced to the pro forma amounts indicated below:
(14) Restrictions on Subsidiary Dividends, Loans or Advances
The dividends that may be paid by the Banks to the Company are subject to legal limitations and regulatory capital requirements. Prior approval of the Comptroller of the Currency is required if the total of all dividends declared by a national bank in any calendar year exceeds that Bank's net profits (as defined) for that year combined with its retained net profits (as defined) for the two preceding calendar years. During 1995 and 1996, dividends were declared by Anderson National Bank. No dividends have been declared by Spartanburg National Bank or The Community Bank of Greenville, N.A.
Under Federal Reserve Board regulations, the amounts of loans or advances from the banking subsidiaries to the Company are also restricted.
(15) Other Operating Expenses
Other operating expenses for the years ended December 31 are as follows (dollars in thousands):
(16) Employee Benefits
Effective April 1, 1989, the Company adopted a tax deferred savings plan (the "Plan") under Section 401(k) of the Internal Revenue Code (IRC) which covers substantially all of the Company's employees. The Plan provides for voluntary contributions up to a maximum of 15% of an employee's gross earnings or the maximum permitted by the IRC, whichever is lower. The Company matches the participants' contributions up to a maximum of 3% of an employee's salary. Participants are fully vested in both their contributions and the Company's contributions at all times. The Company's contributions to the Plan were $91,075, $91,383 and $103,360 in 1994, 1995 and 1996, respectively.
Effective January 1, 1989, the Company established a deferred compensation plan for its directors and certain executive officers whereby the director/officer may elect to defer fees/salaries. Amounts deferred under this plan accrue interest at the Banks' prime rate plus 1%. The accompanying consolidated financial statements include $109,600, $117,467 and $109,500 of compensation expense deferred in 1994, 1995 and 1996, respectively. The deferred compensation plan is funded with life insurance policies which are payable to the Company in the event of the employee's death and which will accumulate a cash value approximating the amount of deferred compensation over time until the employee's retirement. The deferred compensation liability was $608,635 and $664,078 as of December 31, 1995 and 1996, respectively.
(17) Regulatory Matters
The Company and its bank subsidiaries are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory - and possible additional discretionary - actions by regulators that, if undertaken, could have a direct material effect on the Company's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and its bank subsidiaries (the "entities") must meet specific capital guidelines that involve quantitative measures of the entities' assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The entities' capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.
Quantitative measures established by regulation to ensure capital adequacy require the entities to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier I capital (as defined) to average assets (as defined). Management believes, as of December 31, 1996, that the entities meet all capital adequacy requirements to which they are subject.
As of December 31, 1996, the most recent notification from the Office of the Comptroller of the Currency categorized the entities as adequately capitalized under the regulatory framework for prompt corrective action. To be categorized as adequately capitalized the entities must maintain minimum total risk-based, Tier I risk-based, and Tier I leverage ratios as set forth in the table. There are no conditions or events since that notification that management believes have changed the entities' category.
(17) Regulatory Matters, Continued
Following are the required and actual capital amounts and ratios for the Company and its bank subsidiaries as of December 31, 1996:
(18) Related Party Transactions
In the ordinary course of business, the Company's banking subsidiaries make loans to their directors and officers and their related interests. Related party loans are made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with unrelated persons and do not involve more than the normal risk of collectibility. Activity in related party loans is as follows (dollars in thousands):
In September 1988, Anderson National Bank entered into a noncancellable operating lease for a branch facility with a partnership in which an officer of the Company is a partner. The lease has a remaining term of approximately two years, provides for various renewal options and requires monthly rental payments of $2,000.
In March 1990, Anderson National Bank entered into a noncancellable operating lease for a branch facility with a previous director of this subsidiary. The lease has a remaining term of approximately four years, provides for various renewal options and requires monthly rental payments of $500.
(19) Condensed Financial Information
Condensed financial information for First United Bancorporation (parent company) is as follows (in thousands):
Balance Sheet Data:
Income Statement Data:
(19) Condensed Financial Information, Continued
(20) Fair Value of Financial Instruments
SFAS No. 107, "Disclosures about Fair Value of Financial Instruments," requires disclosure of fair value information, whether or not recognized in the statement of financial position, when it is practicable to estimate the fair value. SFAS 107 defines a financial instrument as cash, evidence of an ownership interest in an entity or contractual obligations which require the exchange of cash or other financial instruments. Certain items are specifically excluded from the disclosure requirements, including the Company's Common and Preferred stock, premises and equipment, and certain other assets and liabilities.
(20) Fair Value of Financial Instruments, Continued
Fair value approximates book value for the following financial instruments due to the short-term nature of the instrument: cash and due from banks, federal funds sold, securities sold under repurchase agreements, and other short-term borrowings.
Fair value for variable rate loans that reprice frequently is based on the carrying value. Fair value for mortgage loans, consumer loans and all other loans (primarily commercial and industrial loans) is based on the discounted present value of the estimated
future cash flows. Discount rates used in these computations approximate the rates currently offered for similar loans of comparable terms and credit quality.
Fair value for demand deposit accounts and interest-bearing accounts with no fixed maturity date is equal to the carrying value. Certificate of deposit accounts are estimated by discounting cash flows from expected maturities using current interest rates on similar instruments.
Fair value for long-term debt is based on discounted cash flows using the Company's current incremental borrowing rate. Investment securities are valued using quoted market prices.
At December 31, 1996 and 1995 the Banks had outstanding standby letters of credit, documentary letters of credit and commitments to extend credit. These off-balance sheet financial instruments are based on fees currently charged for similar instruments or on the estimated cost to terminate them or otherwise settle the obligations with the counterparties at the reporting date. At December 31, 1996 and 1995 the carrying amounts approximated the fair values of these off-balance sheet financial instruments.
The Company has used management's best estimate fair value based on the above assumptions. Thus, the fair values presented may not be the amounts which could be realized in an immediate sale or settlement of the instrument. In addition, any income taxes or other expenses which would be incurred in an actual sale or settlement are not taken into consideration in the fair values presented.
(20) Fair Value of Financial Instruments, Continued
The estimated fair values of the Company's financial instruments at December 31 were as follows (in thousands):
Item 9.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures.
Not applicable.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant
The information required by this item is set forth under the heading "MANAGEMENT" on pages 4 through 7 of the definitive proxy materials of the Company filed in connection with its 1997 Annual Meeting of the Shareholders, which information is incorporated herein by reference.
Item 11.
Item 11. Executive Compensation
The information required by this item is set forth under the heading "EXECUTIVE COMPENSATION" on pages 8 through 12 of the definitive proxy materials of the Company filed in connection with its 1997 Annual Meeting of Shareholders, which information is incorporated herein by reference.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information required by this item is set forth under the heading "PRINCIPAL SHAREHOLDERS" on pages 2 and 3 of the definitive proxy materials of the Company filed in connection with its 1997 Annual Meeting of Shareholders, which information is incorporated herein by reference.
Item 13.
Item 13. Certain Relationships and Related Transactions
The information required by this item is set forth under the heading "CERTAIN TRANSACTIONS" on page 12 of the definitive proxy materials of the Company filed in connection with its 1997 Annual Meeting of Shareholders, which information is incorporated herein by reference.
PART IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a)1. Financial Statements
The following consolidated financial statements and report of independent auditors of the Company, are included in Item 8 hereof.
Report of Independent Auditors Consolidated Balance Sheets as of December 31, 1995 and 1996 Consolidated Statements of Income for the years ended December 31, 1994, 1995 and 1996 Consolidated Statements of Cash Flows for the years ended December 31, 1994, 1995 and 1996 Consolidated Statements of Shareholders' Equity for the years ended December 31, 1994, 1995 and 1996
Notes to Consolidated Financial Statements
2. Financial Statement Schedules are included in the consolidated financial statements referenced in Item 14(a)1 above
3. Exhibits
3.1 - Articles of Incorporation of the Registrant (incorporated by reference to exhibits filed with the Registrant's Registration Statement on Form S-4 under the Securities Act of 1933, File No. 33-16600).
3.1.1 - Articles of Amendment to the Articles of Incorporation of the Registrant (incorporated by reference to
exhibits filed with the Registrant's Annual Report on Form 10-K for the Year Ended December 31, 1989, File No. 0-17565).
3.1.2 - Articles of Amendment to the Articles of Incorporation of the Registrant, filed May 6, 1994 (incorporated by reference to exhibits filed with the Registrant's Annual Report on Form 10-K for the Year Ended December 31, 1994).
3.1.3. - Articles of Amendment to Articles of Incorporation of the Registrant, filed November 28, 1994 (incorporated by reference to exhibits filed with the Registrant's Annual Report on Form 10-K for the Year Ended December 31, 1994).
3.2 - Bylaws of the Registrant (incorporated by reference to exhibits filed with the Registrant's Registration Statement on Form S-4 under the Securities Act of 1933, File No. 33-16600).
10.1 - Registrant's 1987 Stock Option Plan (incorporated by reference to exhibits filed with the Registrant's Registration Statement on Form S-8 under the Securities Act of 1933, File No. 33-23193).
10.1.1 - Registrant's 1994 Stock Option Plan (incorporated by reference to exhibits filed with the Registrant's Registration Statement on Form S-8 under the Securities Act of 1933, File No. 33-94282).
10.2 - Summary Plan Description and Employee Savings Plan and Trust (incorporated by reference to exhibits filed with the Registrant's Annual Report on Form 10-K for the Year Ended December 31, 1989, File No. 0-17565).
10.3 - Executive Security Plan (incorporated by reference to exhibits filed with the Registrant's Annual Report on Form 10-K for the Year Ended December 31, 1989, File No. 0-17565).
10.4 - Split Dollar Agreement between Anderson National Bank and Mason Y. Garrett (incorporated by reference to exhibits filed with the Registrant's Annual Report on Form 10-K for the Year Ended December 31, 1989, File No. 0-17565).
10.5 - Split Dollar Agreement between Anderson National Bank and William B. West (incorporated by reference to exhibits filed with the Registrant's Annual Report on Form 10-K for the Year Ended December 31, 1989, File No. 0-17565).
10.6 - Split Dollar Agreement between Spartanburg National Bank and James G. Bagnal, III (incorporated by reference to exhibits filed with the Registrant's Annual Report on Form 10-K for the Year Ended December 31, 1989, File No. 0-17565).
10.7 - Split dollar agreement between Anderson National Bank and Ronald K. Earnest. (incorporated by reference to the exhibits filed with the Registrant's Annual Report on Form 10-K for the Year Ended December 31, 1993)
10.8 - Employment contract between the Registrant and James G. Bagnal, III (incorporated by reference to the exhibits filed with the Registrant's Annual Report on Form 10-K for the Year Ended December 31, 1993).
10.9 - Employment contract between the Registrant and Ronald K. Earnest (incorporated by reference to the exhibits filed with the Registrant's Annual Report on Form 10-K for the Year Ended December 31, 1993).
10.10 - Employment contract between the Registrant and William B. West (incorporated by reference to the exhibits filed with the Registrant's Annual Report on Form 10-K for the Year Ended December 31, 1993).
10.11 - Credit Agreement and First Modification between Registrant and Bank South, N.A, Atlanta, GA, dated as of May 16, 1995 (incorporated by reference to the exhibits filed with the Registrant's Quarterly Report on Form 10-Q for the Quarter ended June 30, 1995).
10.12 - Second Modification, dated as of September 25, 1995, to Credit Agreement between Registrant and Bank South, N.A., Atlanta, GA., dated as of May 16, 1995 (incorporated by reference to the exhibits filed with the Registrant's Quarterly Report on Form 10-Q for the Quarter Ended September 30, 1995).
10.13 - Third Modification, dated as of December 5, 1995, to Credit Agreement between Registrant and Bank South, N.A., Atlanta, GA., dated as of May 16, 1995 (incorporated by reference to the exhibits filed with the Registrant's Annual Report on Form 10-K for the Year ended December 31, 1995).
10.14 - Employment Contract between the Registrant and Frank W. Wingate, dated May 15, 1995(incorporated by reference to the exhibits filed with the Registrant's Annual Report on Form 10-K for the Year ended December 31, 1995).
10.15 - Fourth Modification dated as of Auguest 19, 1996 to Credit Agreement between Registrant and NationsBank, N.A. (South) (formerly Bank South, N.A.), Atlanta, Georgia, dated as of May 16, 1995.
21. - List of Subsidiaries.
23. - Consent of KPMG Peat Marwick LLP.
27. - Financial Data Schedule.
The exhibits listed above will be furnished to any security holder upon written request for such exhibit to Mr. William B. West, Secretary, First United Bancorporation, 304 North Main Street, Anderson, South Carolina 29621. The Registrant will charge a fee of $.20 per page for photocopying such exhibit.
(b) No Current Reports on Form 8-K were filed during the fourth quarter of 1995.
(c) Exhibits - The response to this portion of Item 14 is submitted as a separate section of this report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, in the City of Anderson, State of South Carolina, on the 24th day of March, 1997.
FIRST UNITED BANCORPORATION
BY s/Mason Y. Garrett Mason Y. Garrett President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature Title Date
s/Mason Y. Garrett President, Chief March 24, 1997 Mason Y. Garrett Executive Officer and Director
s/William B. West Vice President March 24, 1997 William B. West (Principal Financial and Accounting Officer) and Director
s/James G. Bagnal, III Director March 24, 1997 James G. Bagnal, III
s/Dan C. Breeden, Jr. Director March 24, 1997 Dan C. Breeden, Jr.
s/Irvin L. Cauthen Director March 24, 1997 Irvin L. Cauthen
s/Ronald K. Earnest Director March 24, 1997 Ronald K. Earnest
s/J. Berry Garrett Director March 24, 1997 J. Berry Garrett
s/Randolph V. Hayes Director March 24, 1997 Randolph V. Hayes
s/J. Donald King J. Donald King Director March 24, 1997
s/T. Ree McCoy, Jr. Director March 24, 1997 T. Ree McCoy, Jr.
s/G. Weston Nalley March 24, 1997 G. Weston Nalley Director
s/Robert V. Pinson Director March 24, 1997 Robert V. Pinson
s/Donald C. Roberts, M.D. Director March 24, 1997 Donald C. Roberts, M.D.
s/Harold P. Threlkeld Director March 24, 1997 Harold P. Threlkeld
s/Frank W. Wingate Director March 24, 1997 Frank W. Wingate