UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2005
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number: 0-25859
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1st STATE BANCORP, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Virginia 56-2130744
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
445 S. Main Street, Burlington, North Carolina 27215
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(Address of Principal Executive Offices) (Zip Code)
(336) 227-8861
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Registrant's Telephone Number, Including Area Code
Not Applicable
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(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [_]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [_] No [X]
As of August 1, 2005, the issuer had 2,898,637 shares of common stock
issued and outstanding.
CONTENTS
PAGE
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PART I. FINANCIAL INFORMATION
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Item 1. Financial Statements
Consolidated Balance Sheets as of June 30, 2005 (unaudited) and September 30, 2004................1
Consolidated Statements of Income for the Three Months Ended June 30, 2005 and
2004 (unaudited).........................................................................2
Consolidated Statements of Income for the Nine Months Ended June 30, 2005 and
2004 (unaudited).........................................................................3
Consolidated Statements of Stockholders' Equity and Comprehensive Income for the Nine
Months Ended June 30, 2005 and 2004 (unaudited)..........................................4
Consolidated Statements of Cash Flows for the Nine Months Ended June 30, 2005 and
2004 (unaudited).........................................................................5
Notes to Consolidated Financial Statements........................................................7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations............10
Item 3. Quantitative and Qualitative Disclosures About Market Risk.......................................19
Item 4. Controls and Procedures..........................................................................19
PART II. OTHER INFORMATION
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Item 1. Legal Proceedings................................................................................20
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds......................................20
Item 3. Defaults Upon Senior Securities..................................................................20
Item 4. Submission of Matters to a Vote of Security Holders..............................................21
Item 5. Other Information................................................................................21
Item 6. Exhibits.........................................................................................21
SIGNATURES
1st State Bancorp, Inc. and Subsidiary
Consolidated Balance Sheets
June 30, 2005 and September 30, 2004
(In Thousands, except share data)
At At
June 30, September 30,
2005 2004
--------- ---------
(Unaudited)
ASSETS
Cash and cash equivalents $ 8,949 $ 9,854
Investment securities:
Held to maturity (fair value of $24,130 and $22,884
at June 30, 2005 and September 30, 2004, respectively) 24,251 22,919
Available for sale (cost of $88,445 and $97,386
at June 30, 2005 and September 30, 2004, respectively) 87,540 96,693
Loans held for sale, at lower of cost or fair value 1,390 930
Loans receivable (net of allowance for loan losses of $4,191
and $3,956 at June 30, 2005 and September 30, 2004,
respectively) 234,396 231,763
Real estate owned 301 17
Federal Home Loan Bank stock, at cost 2,000 2,325
Premises and equipment 7,567 7,884
Accrued interest receivable 2,452 2,124
Other assets 4,241 3,205
--------- ---------
Total assets $ 373,087 $ 377,714
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposit accounts 274,367 262,734
Advances from Federal Home Loan Bank 28,000 44,000
Advance payments by borrowers for property taxes and insurance 273 39
Dividend payable 287 296
Other liabilities 4,040 4,731
--------- ---------
Total liabilities 306,967 311,800
--------- ---------
Stockholders' Equity:
Preferred stock, $0.01 par value, 1,000,000 shares authorized;
none issued -- --
Common stock, $0.01 par value, 7,000,000 shares authorized;
2,898,637 and 2,962,323 shares issued and outstanding
at June 30, 2005 and September 30, 2004, respectively 33 33
Additional paid-in capital 36,316 36,038
Unallocated ESOP shares (2,154) (2,571)
Deferred compensation payable in treasury stock 6,700 6,440
Treasury stock (16,324) (14,086)
Retained income - substantially restricted 42,100 40,462
Accumulated other comprehensive loss - net unrealized
loss on investment securities available for sale (551) (402)
--------- ---------
Total stockholders' equity 66,120 65,914
--------- ---------
Total liabilities and stockholders' equity $ 373,087 $ 377,714
========= =========
See accompanying notes to the consolidated financial statements.
1
1st State Bancorp, Inc. and Subsidiary
Consolidated Statements of Income
For the Three Months Ended June 30, 2005 and 2004
(In Thousands, Except per Share Data)
(Unaudited)
For the Three Months Ended
June 30,
-----------------
2005 2004
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Interest income:
Interest and fees on loans $ 3,605 $ 2,812
Interest and dividends on investments 1,151 1,288
Overnight deposits 29 6
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Total interest income 4,785 4,106
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Interest expense:
Deposit accounts 1,311 824
Borrowings 298 346
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Total interest expense 1,609 1,170
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Net interest income 3,176 2,936
Provision for loan losses 500 60
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Net interest income after provision for loan losses 2,676 2,876
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Other income:
Customer service fees 245 253
Commissions from sales of annuities and mutual funds 105 99
Mortgage banking income, net 102 126
Other 72 208
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Total other income 524 686
------- -------
Operating expenses:
Compensation and related benefits 1,290 1,351
Occupancy and equipment 364 351
Real estate operations, net 7 (4)
Other expenses 398 375
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Total operating expenses 2,059 2,073
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Income before income taxes 1,141 1,489
Income taxes 403 516
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Net income $ 738 $ 973
======= =======
Net income per share:
Basic $ 0.27 $ 0.35
Diluted $ 0.25 $ 0.33
See accompanying notes to the consolidated financial statements.
2
1st State Bancorp, Inc. and Subsidiary
Consolidated Statements of Income
For the Nine Months Ended June 30, 2005 and 2004
(In Thousands, Except per Share Data)
(Unaudited)
For the Nine Months Ended
June 30,
--------------------
2005 2004
-------- --------
Interest income:
Interest and fees on loans $ 10,066 $ 8,495
Interest and dividends on investments 3,500 3,588
Overnight deposits 68 24
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Total interest income 13,634 12,107
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Interest expense:
Deposit accounts 3,380 2,629
Borrowings 957 965
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Total interest expense 4,337 3,594
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Net interest income 9,297 8,513
Provision for loan losses 890 180
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Net interest income after provision for loan losses 8,407 8,333
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Other income:
Customer service fees 788 699
Commissions from sales of annuities and mutual funds 229 263
Mortgage banking income, net 314 337
Securities (losses) gains, net (2) 185
Other 304 318
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Total other income 1,633 1,802
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Operating expenses:
Compensation and related benefits 3,828 3,999
Occupancy and equipment 1,074 1,034
Real estate operations, net (1) (9)
Other expenses 1,302 1,208
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Total operating expenses 6,203 6,232
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Income before income taxes 3,837 3,903
Income taxes 1,363 1,393
-------- --------
Net income $ 2,474 $ 2,510
======== ========
Net income per share:
Basic $ 0.88 $ 0.89
Diluted $ 0.84 $ 0.85
See accompanying notes to the consolidated financial statements.
3
1st State Bancorp, Inc. and Subsidiary
Consolidated Statements of Stockholders' Equity and Comprehensive Income
For the Six Months Ended June 30, 2005 and 2004 (Unaudited)
(In Thousands)
Deferred
compensation Accumulated
Additional Unallocated payable in other Total
Common paid-in ESOP treasury Treasury Retained comprehensive stockholders'
stock capital Shares stock stock income income (loss) equity
----- ------- ------ ----- ----- ------ ------------- ------
Balance at September 30, 2003 $ 33 35,778 (3,141) 5,466 (12,785) 38,118 (768) 62,701
Comprehensive income:
Net income -- -- -- -- -- 2,510 -- 2,510
Other comprehensive loss-unrealized
loss on securities
available-for-sale, net
of income tax benefit of $587 -- -- -- -- -- -- (912) (912)
-------
Total comprehensive income 1,598
Allocation of ESOP shares -- 190 429 -- -- -- -- 619
Acquisition of treasury stock -- -- -- -- (1,112) -- -- (1,112)
Deferred compensation -- -- -- 786 -- -- -- 786
Exercise of stock options -- 19 -- -- -- -- -- 19
Cash dividends declared ($0.30 per share) -- -- -- -- -- (889) -- (889)
Cash dividends on unallocated ESOP shares -- -- -- -- -- 48 -- 48
------- ------- ------- ------- ------- ------- ------- -------
Balance at June 30, 2004 $ 33 35,987 (2,712) 6,252 (13,897) 39,787 (1,680) 63,770
======= ======= ======= ======= ======= ======= ======= =======
Balance at September 30, 2004 $ 33 36,038 (2,571) 6,440 (14,086) 40,462 (402) 65,914
Comprehensive income:
Net income -- -- -- -- -- 2,474 -- 2,474
Other comprehensive loss-unrealized
loss on securities
available-for-sale, net
of income tax benefit of $63,000 -- -- -- -- -- -- (149) (149)
-------
Total comprehensive income 2,325
Allocation of ESOP shares -- 198 417 -- -- -- -- 615
Acquisition of treasury stock -- -- -- -- (2,238) -- -- (2,238)
Deferred compensation -- -- -- 260 -- -- -- 260
Exercise of stock options -- 80 -- -- -- -- -- 80
Cash dividends declared ($0.30 per share) -- -- -- -- -- (875) -- (875)
Cash dividends on unallocated ESOP shares -- -- -- -- -- 39 -- 39
------- ------- ------- ------- ------- ------- ------- -------
Balance at June 30, 2005 $ 33 36,316 (2,154) 6,700 (16,324) 42,100 (551) 66,120
======= ======= ======= ======= ======= ======= ======= =======
See accompanying notes to the consolidated financial statements
4
1st State Bancorp, Inc. and Subsidiary
Consolidated Statements of Cash Flows
For the Nine Months Ended June 30, 2005 and 2004
(Unaudited)
(In Thousands)
For the Nine Months Ended
June 30,
--------------------
2005 2004
-------- --------
Cash flows from operating activities:
Net income $ 2,474 $ 2,510
Adjustment to reconcile net income to net cash provided by
operating activities:
Provision for loan losses 890 180
Depreciation 485 514
Deferred tax benefit (247) (135)
Amortization of premiums and discounts, net (24) 8
Deferred compensation 180 180
Release of ESOP shares 615 619
Loan origination fees and unearned discounts
deferred, net of current amortization (45) (49)
Gain on sale of other real estate (10) (22)
Loss (gain) on sale of investment securities available for sale 2 (185)
Net loss on sale of loans 26 39
Proceeds from loans held for sale 17,470 21,072
Originations of loans held for sale (17,956) (21,688)
Increase in other assets (726) (190)
Increase in accrued interest receivable (328) (262)
Decrease in other liabilities (610) (74)
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Net cash provided by operating activities 2,196 2,517
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Cash flows from investing activities:
Proceeds from redemption of FHLB stock 5,463 2,500
Purchases of FHLB stock (5,138) (3,250)
Purchases of investment securities held to maturity (4,564) (9,776)
Purchases of investment securities available for sale -- (48,504)
Proceeds from sales of investment securities available for sale 1,944 10,993
Proceeds from maturities and issuer calls of investment securities
available for sale 7,000 30,302
Proceeds from maturities and issuer calls of investment securities
held to maturity 3,251 6,002
Net increase in loans receivable (3,767) (4,965)
Purchase of and improvements to
real estate acquired in settlement of loans (12) (255)
Purchases of premises and equipment net of disposals (168) (139)
Proceeds from disposal of real estate acquired in
settlement of loans 17 528
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Net cash provided by (used in) investing activities 4,026 (16,564)
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(Continued)
5
1st State Bancorp, Inc. and Subsidiary
Consolidated Statements of Cash Flows - Continued
For the Nine Months Ended June 30, 2005 and 2004
(Unaudited)
(In Thousands)
For the Nine Months Ended
June 30,
----------------------
2005 2004
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Cash flows from financing activities:
Net increase in deposits $ 11,633 $ 1,126
Advances from the Federal Home Loan Bank 119,500 90,000
Repayments of advances from the Federal Home Loan Bank (135,500) (74,000)
Purchase of treasury stock (2,238) (1,112)
Exercise of stock options 80 19
Dividends paid on common stock (836) (841)
Increase in advance payments by borrowers for
property taxes and insurance 234 231
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Net cash used in financing activities (7,127) (15,423)
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Net decrease in cash and cash equivalents (905) (1,376)
Cash and cash equivalents at beginning of period 9,854 9,359
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Cash and cash equivalents at end of period $ 8,949 $ 10,735
========= =========
Payments are shown below for the following:
Interest $ 4,299 $ 3,566
========= =========
Income taxes $ 1,811 $ 1,397
========= =========
Noncash investing and financing activities:
Unrealized losses on investment securities
available for sale $ 212 $ 1,499
========= =========
Cash dividends declared but not paid $ 274 $ 280
========= =========
Cash dividends on unallocated ESOP shares $ 39 $ 48
========= =========
Transfer from loans to real estate acquired in settlement of loans $ 289 $ 182
========= =========
See accompanying notes to the consolidated financial statements.
6
1st State Bancorp, Inc. and Subsidiary
Notes to Consolidated Financial Statements
June 30, 2005 (unaudited) and September 30, 2004
Note 1. Nature of Business
1st State Bancorp, Inc. (the "Company") was incorporated under the laws of
the Commonwealth of Virginia for the purpose of becoming the holding company for
1st State Bank (the "Bank") in connection with the Bank's conversion from a
North Carolina-chartered mutual savings bank to a North Carolina-chartered stock
savings bank (the "Converted Bank") pursuant to its Plan of Conversion (the
"Stock Conversion"). Upon completion of the Stock Conversion, the Converted Bank
converted from a North Carolina-chartered stock savings bank to a North Carolina
commercial bank (the "Bank Conversion"), retaining the name 1st State Bank (the
"Commercial Bank"), and the Commercial Bank succeeded to all of the assets and
liabilities of the Converted Bank. The Stock Conversion and the Bank Conversion
were consummated on April 23, 1999. The common stock of the Company began
trading on the Nasdaq National Market System under the symbol "FSBC" on April
26, 1999.
Note 2. Basis of Presentation
The accompanying consolidated financial statements (which are unaudited,
except for the consolidated balance sheet at September 30, 2004, which is
derived from the September 30, 2004 audited consolidated financial statements)
have been prepared in accordance with accounting principles generally accepted
in the United States of America and with the rules and regulations of the
Securities and Exchange Commission. Accordingly, they do not include all of the
information and footnotes required by accounting principles generally accepted
in the United States of America for complete financial statements. In the
opinion of management, all adjustments (none of which were other than normal
recurring accruals) necessary for a fair presentation of the financial position
and results of operations for the periods presented have been included.
The results of operations for the three and nine month periods ended June
30, 2005 are not necessarily indicative of the results of operations that may be
expected for the year ending September 30, 2005. The preparation of consolidated
financial statements in accordance with accounting principles generally accepted
in the United States of America requires management to make certain estimates.
These amounts may be revised in future periods because of changes in the facts
and circumstances underlying their estimation.
Note 3. Earnings Per Share
For purposes of computing basic and diluted earnings per share, weighted
average shares outstanding excludes unallocated ESOP shares that have not been
committed to be released. The deferred compensation obligation discussed in Note
5 that is funded with shares of the Company's common stock has no net impact on
the Company's earnings per share computations. Diluted earnings per share
include the potentially dilutive effects of the Company's stock-based benefit
plans. There were no anti-dilutive stock options for the three and nine months
ended June 30, 2005 and 2004. A reconciliation of the denominators of the basic
and diluted earnings per share computations is as follows:
Three Months Ended
June 30,
2005 2004
---------- ----------
Average shares issued and outstanding 2,898,955 2,962,323
Less: Unallocated ESOP shares (113,607) (142,207)
---------- ----------
Average basic shares for earnings per share 2,785,348 2,820,116
Add: Potential common stock pursuant to stock option plan 158,593 145,534
---------- ----------
Average dilutive shares for earnings per share 2,943,941 2,965,560
========== ==========
7
Nine Months Ended
June 30,
2005 2004
---------- ----------
Average shares issued and outstanding 2,930,589 2,965,045
Less: Unallocated ESOP shares (120,705) (149,527)
---------- ----------
Average basic shares for earnings per share 2,809,884 2,815,518
Add: Potential common stock pursuant to stock option plan 151,573 150,436
---------- ----------
Average dilutive shares for earnings per share 2,961,457 2,965,954
========== ==========
Note 4. Employee Stock Ownership Plan ("ESOP")
The Company sponsors an employee stock ownership plan (the "ESOP") whereby
an aggregate number of shares amounting to 253,050 or 8% of the stock issued in
the conversion was purchased for future allocation to employees. The ESOP was
funded by an 11-year term loan from the Company in the amount of $4,899,000. The
loan is secured by the shares of stock purchased by the ESOP. During the three
and nine months ended June 30, 2005 and 2004, 7,098 and 7,280 and 21,294 and
21,920 shares of stock were committed to be released and approximately $215,000
and $199,000 and $615,000 and $619,000, respectively, of compensation expense
was recognized.
Note 5. Deferred Compensation
Directors and certain executive officers participate in a deferred
compensation plan, which was approved by the Board of Directors on September 24,
1997. This plan generally provides for fixed payments beginning after the
participant retires. Each participant is fully vested in his account balance
under the plan. Directors may elect to defer their directors' fees and executive
officers may elect to defer 25% of their salary and 100% of bonus compensation.
Prior to the Stock Conversion, amounts deferred by each participant
accumulated interest at a rate equal to the highest rate of interest paid on the
Bank's one-year certificates of deposit. In connection with the Stock
Conversion, participants in the plan were given the opportunity to prospectively
elect to have their deferred compensation balance earn a rate of return equal to
the total return of the Company's stock. All participants elected this option
concurrent with the Stock Conversion, so the Company purchases its common stock
to fund this obligation. Refer to the Company's notes to consolidated financial
statements, incorporated by reference in the Company's 2004 Annual Report on
Form 10-K for a discussion of the Company's accounting policy with respect to
this deferred compensation plan and the related treasury stock purchased by the
Company to fund this obligation.
The expense related to this plan were $60,000 in each of the three months
ended June 30, 2005 and 2004 and $180,000 in each of the nine months ended June
30, 2005 and 2004. This expense is included in compensation expense.
Note 6. Stock Option and Incentive Plan
On June 6, 2000, the Company's stockholders approved the 1st State
Bancorp, Inc. 2000 Stock Option and Incentive Plan (the "Plan"). The purpose of
this plan is to advance the interests of the Company through providing select
key employees and directors of the Bank with the opportunity to acquire shares.
By encouraging such stock ownership, the Company seeks to attract, retain and
motivate the best available personnel for positions of substantial
responsibility and to provide incentives to the key employees and directors.
Under the Plan, the Company granted 316,312 options to purchase its $0.01 par
value common stock. The exercise price per share is equal to the fair market
value per share on the date of the grant. Options granted under the Stock Option
Plan are 100% vested on the date of the grant, and all options expire 10 years
from the date of the grant. As a result of the one-time cash dividend of $5.17
paid on October 2, 2000, the exercise price for the options repriced from $18.44
to $14.71. There were 5,423 options exercised during each of the three and nine
months ended June 30, 2005, respectively. No options were granted during the
three and nine months ended June 30, 2005 and 2004. At June 30, 2005, 308,812
options are outstanding, all of which are exercisable.
Note 7. Mortgage Servicing Rights
The rights to service mortgage loans for others are included in other
assets on the consolidated balance sheet. Mortgage servicing rights ("MSRs") are
capitalized based on the allocated cost that is determined when the underlying
loans are sold. MSRs are amortized over a period that approximates the life of
the underlying loan as an adjustment of servicing income. Impairment reviews of
MSRs are performed on a quarterly basis. As of June 30, 2005 and September 30,
2004, MSRs totaled $464.000 and $493,000, respectively, and no valuation
allowance was required.
Amortization expense totaled $75,000 and $85,000 for the nine months ended
June 30, 2005 and 2004, respectively.
8
Note 8. Standby Letters of Credit and Loan Commitments
In November 2002, the FASB issued Interpretation No. 45 (FIN 45),
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others", which addressed the disclosure
to be made by a guarantor in its interim and annual financial statements about
its obligations under guarantees. FIN 45 requires the guarantor to recognize a
liability for the non-contingent component of the guarantee, such as the
obligation to stand ready to perform in the event that specified triggering
events or conditions occur. The initial measurement of this liability is the
fair value of the guarantee at inception. The recognition of the liability is
required even if it is not probable that payments will be required under the
guarantee or if the guarantee was issued with a premium payment or as part of a
transaction with multiple events. The initial recognition and measurement
provisions are effective for all guarantees within the scope of FIN 45 issued or
modified after June 30, 2003. The Company issues standby letters of credit
whereby the Company guarantees performance if a specified triggering event or
condition occurs (primarily nonperformance under construction contracts entered
into by construction customers). The guarantees generally expire within one year
and may be automatically renewed depending on the terms of the guarantee. The
maximum potential amount of undiscounted future payments related to standby
letters of credit at June 30, 2005 is $2.1 million. At June 30, 2005, the
Company has recorded no liability for the obligation to perform as a guarantor.
In addition, no contingent liability is considered necessary as such amounts are
not deemed probable. Substantially all standby letters of credit are secured by
real estate and/or guaranteed by third parties in the event the Company had to
advance funds to fulfill the guarantee.
The Company originates certain fixed rate residential mortgage loans with
the intention of selling these loans. At the time the Company enters into a
commitment to originate a fixed rate residential mortgage loan with a potential
borrower, we concurrently "lock in" the sale of the loan with a secondary market
investor under a best efforts delivery mechanism. Between the time the Company
commits to originate the loan and the time the closed loan is sold, the Company
is subject to changes in market prices related to these commitments. The
commitments to originate fixed rate residential mortgage loans and the forward
sales commitments are freestanding derivative instruments. They do not qualify
for hedge accounting treatment so their fair value adjustments are recorded
through the income statement.
Note 9. Investments
The following table provides additional information regarding unrealized
losses as of June 30, 2005, none of which relate to securities that are deemed
to be other than temporarily impaired. The table is segregated into investments
that have been in a continuous unrealized loss position for less than 12 months
and those that have been in a continuous unrealized loss position for more than
12 months.
Less than 12 months 12 months or more Total
--------------------------- --------------------------- ---------------------------
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses
------------ ------------ ------------ ------------ ------------ ------------
(In thousands)
Held to maturity:
U.S. Government and
agency securities $ 4,555 (44) 10,896 (95) 6,451 (139)
Municipal bonds 1,599 (24) 613 (20) 2,212 44)
Collateralized mortgage
obligations -- -- -- -- -- --
------------ ------------ ------------ ------------ ------------ ------------
Total $ 6,154 (68) 11,509 (115) 8,663 (183)
============ ============ ============ ============ ============ ============
Available for sale:
U.S. Government and
agency securities $ 13,689 (59) 60,115 (875) 73,804 (904)
============ ============ ============ ============ ============ ============
In the above table, all of the unrealized losses are the result of
increases in the interest rates and not because of credit quality concerns.
Therefore, the Company expects to collect the full par value of each bond upon
maturity with no accounting loss.
Note 10. Recent Developments
On June 29, 2005, the Board of Directors of 1st State Bancorp, Inc.
executed a definitive agreement to merge the company to Capital Bank
Corporation, headquartered in Raleigh, N.C. This transaction is expected to
close in January 2006, subject to approval of shareholders of both companies and
regulators and other normal and customary closing conditions.
9
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Forward-Looking Statements
When used in this Form 10-Q, the words or phrases "will likely result,"
"are expected to," "will continue," "is anticipated," "estimate," "project" or
similar expressions are intended to identify "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
statements are subject to certain risks and uncertainties including changes in
economic conditions in our market area, changes in policies by regulatory
agencies, fluctuations in interest rates, demand for loans in our market area,
and competition that could cause actual results to differ materially from
historical earnings and those presently anticipated or projected. We wish to
caution you not to place undue reliance on any such forward-looking statements,
which speak only as of the date made. We wish to advise you that the factors
listed above could affect our financial performance and could cause our actual
results for future periods to differ materially from any opinions or statements
expressed with respect to future periods in any current statements.
We do not undertake, and specifically disclaim any obligation, to publicly
release the result of any revisions which may be made to any forward-looking
statements to reflect events or circumstances after the date of such statements
or to reflect the occurrence of anticipated or unanticipated events.
General
1st State Bancorp, Inc. was formed in November 1998 and became the holding
company for 1st State Bank on April 23, 1999.
Our business consists principally of attracting deposits from the general
public and investing these funds in loans secured by single-family residential
and commercial real estate, secured and unsecured commercial loans and consumer
loans. Our profitability depends primarily on our net interest income, which is
the difference between the income we receive on our loan and investment
securities portfolios and our cost of funds, which consists of interest paid on
deposits and borrowed funds. Net interest income also is affected by the
relative amounts of interest-earning assets and interest-bearing liabilities.
When interest-earning assets approximate or exceed interest-bearing liabilities,
any positive interest rate spread will generate net interest income. Our
profitability is also affected by the level of other income and operating
expenses. Other income consists of miscellaneous fees related to our loans and
deposits, mortgage banking income and commissions from sales of annuities and
mutual funds. Operating expenses consist of compensation and benefits, occupancy
related expenses, federal deposit insurance premiums, data processing,
advertising and other expenses.
Our operations are influenced significantly by local economic conditions
and by policies of financial institution regulatory authorities. Our cost of
funds is influenced by interest rates on competing investments and by rates
offered on similar investments by competing financial institutions in our market
area, as well as general market interest rates. These factors can cause
fluctuations in our net interest income and other income. Lending activities are
affected by the demand for financing of real estate and other types of loans,
which in turn is affected by the interest rates at which such financing may be
offered. In addition, local economic conditions can impact the credit risk of
our loan portfolio, in that local employers may be required to eliminate
employment positions of many of our borrowers, and small businesses and other
commercial borrowers may experience a downturn in their operating performance
and become unable to make timely payments on their loans. Management evaluates
these factors in estimating its allowance for loan losses, and changes in these
economic conditions could result in increases or decreases to the provision for
loan losses.
Our business emphasis has been to operate as a well capitalized,
profitable and independent community-oriented financial institution dedicated to
providing quality customer service. We are committed to meeting the financial
needs of the communities in which we operate. We believe that we can be more
effective in servicing our customers than many of our nonlocal competitors
because of our ability to quickly and effectively provide senior management
responses to customer needs and inquiries. Our ability to provide these services
is enhanced by the stability of our senior management team.
Over the years, we have sought to gradually increase the percentage of our
assets invested in commercial real estate loans, commercial loans and home
equity lines of credit, which have shorter terms and adjust more frequently to
changes in interest rates than single-family residential mortgage loans. These
loans generally carry added risk when compared to a single-family residential
mortgage loan, so we have concurrently increased our allowance for loan losses
as we have originated these loans.
Due to a general slowdown in the economy beginning in 2000, the Federal
Reserve acted to provide a stimulus through a series of interest rate reductions
that lowered the prime rate from 9.50% in January 2001 to 4.00% in June 2003.
These reductions in prime tended to negatively impact the Company's net interest
margin and net interest spread which resulted in lower net interest income for
the Company. Beginning June 29, 2004, the Federal Reserve implemented a
tightening policy that has resulted in nine one-quarter percent increases in the
prime rate bringing it to 6.25% at July 1, 2005. These rate increases have
helped to improve the yield on earning assets although the cost of funds has
also increased primarily as a result of increase in short-term interest rates.
The Company's balance sheet is currently asset sensitive, that is, rate
sensitive assets
10
exceed rate sensitive liabilities. We expect an increase in net interest income
during periods of rising interest rates and decreased net interest income during
periods of falling interest rates.
Merger Agreement
On June 29, 2005, the Company entered into a definitive merger agreement
with Capital Bank Corporation ("Capital") whereby the Company will be merged
with and into Capital, with Capital being the surviving corporation. Capital is
headquartered in Raleigh, N.C. and operates 21 branches with total assets of
$917 million. Upon consummation of the transaction, which is expected to occur
in January 2006, each share of the Company's common stock will receive
approximately $37.15 (in cash and/or stock) subject to adjustment based on
changes in the value of Capital Bank stock above or below certain levels . The
merger is subject to approval of shareholders of both companies and regulators
and other normal and customary closing conditions.
Critical Accounting Policies
The Company's significant accounting policies are set forth in Note 1 of
the consolidated financial statements as of September 30, 2004, which was filed
on the Company's Annual Report on Form 10-K for the fiscal year ended September
30, 2004. Of these significant accounting policies, the Company considers its
policy regarding the allowance for loan losses to be its most critical
accounting policy, because it requires management's most subjective and complex
judgments. In addition, changes in economic conditions can have a significant
impact on the allowance for loan losses and therefore the provision for loan
losses and results of operations. The Company has developed appropriate policies
and procedures for assessing the adequacy of the allowance for loan losses,
recognizing that this process requires a number of assumptions and estimates
with respect to its loan portfolio. The Company's assessments may be impacted in
future periods by changes in economic conditions, the impact of regulatory
examinations, and the discovery of information with respect to borrowers that is
not known to management at the time of the issuance of the consolidated
financial statements.
Comparison of Financial Condition at June 30, 2005 and September 30, 2004
Total assets decreased $4.6 million from $377.7 million at September 30,
2004 to $373.1 million at June 30, 2005. During the nine months ended June 30,
2005, the Company's loan growth was more than offset by a decrease in
investments. The Company shrank its investment portfolio by applying proceeds
from investment calls to reduce overnight borrowings. The Company grew deposits
by $11.7 million during the nine months ended June 30, 2005, the proceeds of
which were also applied to reduce overnight borrowings. The Company was
successful in attracting retail certificates of deposit as an alternative to
short term borrowings from the FHLB of Atlanta as part of its asset liability
strategy.
Investment securities available for sale decreased $9.2 million from $96.7
million at September 30, 2004 to $87.5 million at June 30, 2005. During the nine
months ended June 30, 2005, we received $8.9 million in proceeds from
maturities, sales and issuer calls of investment securities available for sale
and did not purchase any investments available for sale. Interest rates
increased during the nine months ended June 30, 2005 which caused the Company's
gross unrealized loss on investment securities available for sale to increase
from $693,000 at September 30, 2004 to $905,000 at June 30, 2005. Investment
securities held to maturity increased $1.4 million from $22.9 million at
September 30, 2004 to $24.3 million at June 30, 2005. During the nine months
ended June 30, 2005, we purchased $4.6 million of securities and received $3.3
million in proceeds from maturities and issuer calls of investment securities
held to maturity. As interest rates have increased, the Company has purchased
fewer fixed-rate securities.
Loans held for sale increased to $1.4 million at June 30, 2005 from
$930,000 at September 30, 2004. The increase in loans held for sale resulted
from timing differences in the funding of loan sales. Loans receivable, net
increased from $231.8 million at September 30, 2004 to $234.4 million at June
30, 2005. The Company's mortgage originations have been slower this year as
refinance activity slowed down in response to higher mortgage interest rates.
During this same period, the Company saw growth in commercial loans and equity
lines.
Deposits increased $11.7 million to $274.4 million at June 30, 2005 from
$262.7 million at September 30, 2004. The increase resulted from successful
certificate of deposit campaigns.
Advances from the Federal Home Loan Bank of Atlanta decreased $16.0
million from $44.0 million at September 30, 2004 to $28.0 million at June 300,
2005. The Company used deposit proceeds and proceeds from investments calls and
maturities to repay these borrowings.
Stockholders' equity increased by $200,000 from $65.9 million at September
30, 2004 to $66.1 million at June 30, 2005 as a result of net income of $2.5
million and the release of ESOP shares of $615,000 and $80,000 from the exercise
of stock options. These increases were partially offset by cash dividends to
stockholders declared of $836,000, purchases of treasury stock of $2.0 million,
and an increase in the net unrealized loss on available for sale securities of
$149,000. The increase in the net unrealized loss on available for sale
securities was a result of increases in interest rates which caused bond prices
to decrease.
11
Comparison of Operating Results for the Three Months Ended June 30, 2005 and
2004
Net Income. We recorded net income of $738,000 for the quarter ended June
30, 2005, as compared to $973,000 for the quarter ended June 30, 2004,
representing a decrease of $235,000, or 24.2%. For the three months ended June
30, 2005, basic and diluted earnings per share were $0.27 and $0.25,
respectively, compared to the basic and diluted earnings per share for the
quarter ended June 30, 2004 of $0.35 and $0.33, respectively. The decrease in
net income resulted primarily from increased provision for loan losses and
decreased other income which was offset partially by increased net interest
income and decreased income tax expense. The increase in net interest income
resulted from growth in net interest-earning assets and higher net interest
margins. The average prime interest rate for the quarter ended June 30, 2005 was
5.91%, an increase of 191 basis points from 4.00%, which was the average prime
for the quarter ended June 30, 2004. The repricing of loans and investments
increased the Company's average asset yield by 84 basis points whereas the
average cost of funds increased 70 basis points during the quarter ended June
30, 2005.
Net Interest Income. Net interest income, the difference between interest
earned on loans and investments and interest paid on interest-bearing
liabilities, increased by $300,000 or 10.3% for the three months ended June 30,
2005, compared to the same quarter in the prior year. This increase results from
a $700,000 increase in interest income that was partially offset by the $400,000
increase in total interest expense. The average net interest rate spread
increased 14 basis points from 3.01% for the three months ended June 30, 2004 to
3.15% for the quarter ended June 30, 2005.
Interest Income. The increase in interest income for the three months
ended June 30, 2005 was the result of an increase in yield on interest-earning
assets of 84 basis points from 4.61% for the three months ended June 30, 2004 to
5.45% for the three months ended June 30, 2005 which was offset partially by the
decrease of $5.4 million in average interest-earning assets compared to the same
quarter in the prior year. Average loans receivable increased $3.1 million,
average investment securities decreased $9.7 million, and average
interest-bearing overnight funds increased $1.2 million. The increase in the
average asset yield increased interest income by approximately $740,000 while
the decrease in average interest-earning assets decreased interest income by
approximately $62,000.
Interest Expense. Interest expense increased in the three months ended
June 30, 2005 due to an increase in the cost of interest-bearing liabilities of
70 basis points from 1.60% for the three months ended June 30, 2004 to 2.30% for
the three months ended June 30, 2005 which was offset partially by the decrease
in average interest-bearing liabilities of $12.2 million. Average
interest-bearing deposits increased by $8.6 million while average FHLB advances
decreased $20.9 million for the three months ended June 30, 2005 compared to the
same quarter in the prior year. The average cost of the FHLB advances increased
202 basis points to 5.16% for the three months ended June 30, 2005 from the
3.14% for the three months ended June 30, 2004. This increase reflects the
increase in short term interest rates as well and the impact of lower volumes of
short-term borrowings during the quarter ended June 30, 2005 compared to the
same quarter in the prior year. Short-term borrowings averaged $3.1 million for
the quarter ended June 30, 2005 compared to an average of $24.0 million for the
quarter ended June 30, 2004. The cost of the short-term borrowings is less than
the average cost of the $20 million long-term advance which was outstanding in
both periods. The increase in average cost of interest-bearing liabilities
increased interest expense by approximately $488,000 while the decrease in the
average interest-bearing liabilities decreased interest expense by approximately
$49,000.
The following table presents average balances and average rates
earned/paid by the Company for the quarter ended June 30, 2005 compared to the
quarter ended June 30, 2004.
Three Months Ended Three Months Ended
June 30, 2005 June 30, 2004
-------------------------------- -------------------------------
(Dollars in Thousands)
Average Average Average Average
Balance Interest Yield/Cost Balance Interest Yield/Cost
------- -------- ---------- ------- -------- ----------
Assets:
Loans receivable (1) .................... $234,199 3,605 6.16% $231,111 $ 2,812 4.87%
Investment securities(2) ................ 113,011 1,151 4.07 122,717 1,288 4.20
Interest-bearing overnight deposits ..... 3,983 29 2.88 2,796 6 0.93
-------- -------- ------ --------- -------- ------
Total interest-earning assets (3) .. 351,193 4,785 5.45 356,624 4,106 4.61
Non interest-earning assets ............. 20,494 20,466
-------- --------
Total assets ....................... $371,687 $377,090
======== ========
Liabilities and stockholders' equity
Interest-bearing
checking ................................ 35,073 26 0.29 36,805 19 0.21
Money market investment accounts ........ 16,818 42 0.99 19,884 33 0.67
Passbook and statement savings .......... 29,375 54 0.73 30,943 47 0.61
Certificates of deposit ................. 175,835 1,189 2.71 160,827 725 1.80
FHLB advances ........................... 23,088 298 5.16 43,967 346 3.14
-------- -------- ------ -------- -------- ------
Total interest-bearing liabilities.. 280,189 1,609 2.30 292,426 1,170 1.60
12
Noninterest-bearing liabilities ......... 25,729 21,411
-------- --------
Total liabilities .................. 305,918 313,837
Stockholders' equity .................... 65,769 63,253
-------- --------
Total liabilities and stockholders'
equity ........................... 371,687 $377,090
======== ========
Net interest income ..................... $ 3,176 $ 2,936
======== ========
Interest rate spread .................... 3.15% 3.01%
====== ======
Net interest margin (4) ................. 3.62% 3.29%
====== ======
Ratio of average interest-earning assets
to average interest-bearing liabilities.. 125.34% 121.95%
====== ======
----------------------
(1) Includes nonaccrual loans and loans held for sale, net of discounts and
allowance for loan losses.
(2) Includes FHLB of Atlanta stock.
(3) Due to immateriality, the interest income and yields related to certain
tax exempt assets have not been adjusted to reflect a fully taxable
equivalent yield.
(4) Represents net interest income divided by the average balance of
interest-earning assets.
Provision for Loan Losses. We charge provisions for loan losses to
earnings to maintain the total allowance for loan losses at a level we consider
adequate to provide for probable loan losses, based on existing loan levels and
types of loans outstanding, nonperforming loans, prior loss experience, general
economic conditions and other factors. We estimate the allowance using an
allowance for loan losses model which takes into consideration all of these
factors. Our policies require the review of assets on a regular basis, and we
assign risk grades to loans based on the relative risk of the credit,
considering such factors as repayment experience, value of collateral,
guarantors, etc. Our credit management systems have resulted in low loss
experience; however, there can be no assurances that such experience will
continue. We believe we use the best information available to make a
determination with respect to the allowance for loan losses, recognizing that
future adjustments may be necessary depending upon a change in economic
conditions.
The provision for loan losses was $60,000 and net charge-offs were $42,000
for the three months ended June 30, 2004 compared with a provision of $500,000,
and net charge-offs of $4,000 for the three months ended June 30, 2005. At June
30, 2005, the Company established a specific loan valuation reserve of $794,000
on a $3.5 million credit that has been identified as a potential loan problem.
This specific reserve increased the provision for the quarter ended June 30,
2005. Nonperforming loans at June 30, 2005 and September 30, 2004 were $2.8
million and $4.0 million, respectively. Approximately $2.2 million of
nonperforming loans at June 30, 2005 consist of one commercial relationship
which is not necessarily indicative of the credit quality of the entire
portfolio. See "-- Asset Quality" for further information.
Other Income. Other income decreased $162,000 from $686,000 for the three
months ended June 30, 2004 to $524,000 for the three months ended June 30, 2005.
Mortgage banking income, net decreased $25,000 from $126,000 for the three
months ended June 30, 2004 to $101,000 for the three months ended June 30, 2005.
The lower fee income reflects lower volumes of mortgage loan originations and
sales. We sold loans totaling $6.0 million in the three months ended June 30,
2005 compared with sales of $7.5 million in the previous year for the comparable
period. Given the current level of mortgage interest rates, the Company believes
that mortgage banking income will continue to decrease in future quarters due to
lower refinancing activity. The Company recorded a gain of $143,000 on the sale
of real estate that had previously served as one of the Company's branch
offices. This gain was included in other income for the quarter ended June 30,
2004. There was no such gain reported in the quarter ended June 30, 2005 and
other income decreased to $72,000 from the $208,000 which was reported in the
three months ended June 30, 2004.
Operating Expenses. Total operating expenses were $2.1 million for each of
the three months ended June 30, 2005 and 2004. The Company has been able to
control expenses during this period of slower asset growth and lower lending
volumes.
Income Tax Expense. Income tax expense decreased $113,000 from tax expense
of $516,000 for the three months ended June 30, 2004 to $403,000 for the three
months ended June 30, 2005. The effective tax rates were 35.3% and 34.7% for the
three months ended June 30, 2005 and 2004, respectively. The increase in the
effective tax rate was primarily due to a relative decrease in tax-exempt income
compared to the prior year.
Comparison of Operating Results for the Nine Months Ended June 30, 2005 and 2004
Net Income. We recorded net income of $2.5 million for each of the nine
months ended June 30, 2005 and 2004. For the nine months ended June 30, 2005,
basic and diluted earnings per share were $0.88 and $0.84, respectively. The
Company reported basic and diluted earnings per share for the nine months ended
June 30, 2004 of $0.89 and $0.85, respectively. Comparing the results for the
nine months ended June 30, 2005 to the previous year, the Company had an
increase in net interest income which was offset by increased provision for loan
losses and a decrease in non-in other income. The increase in the net interest
income resulted from improved net interest margins and increased net interest
earning assets. The average prime interest rate for the nine months ended June
30, 2005 was 5.45%, an increase of 145 basis points from 4.00%, which was the
average prime for the nine months ended June 30, 2004. The rate increase caused
a greater increase in the average yield on earning assets than the average rate
paid on interest-bearing liabilities.
13
Net Interest Income. Net interest income, the difference between interest
earned on loans and investments and interest paid on interest-bearing
liabilities, increased by $784,000 or 9.2% for the nine months ended June 30,
2005, compared to the same nine months in the prior year. This increase reflects
a $1.5 million increase in interest income that was partially offset by the
$743,000 increase in total interest expense. The average net interest rate
spread increased 14 basis points from 2.97% for the nine months ended June 30,
2004 to 3.11% for the nine months ended June 30, 2005.
Interest Income. The increase in interest income for the nine months ended
June 30, 2005 was due to a increase in yield on interest-earning assets of 49
basis points from 4.67% for the nine months ended June 30, 2004 to 5.16% for the
nine months ended June 30, 2005 combined with an increase of $5.6 million in
average interest-earning assets compared to the same period in the prior year.
The increased volume of average interest-earning assets increased interest
income by approximately $200,000 and the increased yield increased interest
income by approximately $1.3 million. Average loans receivable increased $4.9
million, average investment securities increased $576,000, and average
interest-bearing overnight funds increased $196,000 compared with the prior
year.
Interest Expense. Interest expense increased in the nine months ended June
30, 2005 due to an increase in the cost of interest-bearing liabilities of 35
basis points from 1.70% for the nine months ended June 30, 2004 to 2.05% for the
nine months ended June 30, 2005. This was partially offset by the decrease in
average interest-bearing liabilities of $342,000 compared to the prior year.
Average deposits increased by $8.0 million and average FHLB advances decreased
$8.3 million for the nine months ended June 30, 2005 compared to the same nine
months in the prior year. The increase in the average cost of interest-bearing
liabilities increased interest expense by approximately $882,000. The decrease
in average interest-bearing liabilities decreased interest expense by
approximately $138,000.
The following table presents average balances and average rates
earned/paid by the Company for the nine months ended June 30, 2005 compared to
the nine months ended June 30, 2004.
Nine Months Ended Nine Months Ended
June 30, 2005 June 30, 2004
-------------------------------- ------------------------------
(Dollars in Thousands)
Average Average Average Average
Balance Interest Yield/Cost Balance Interest Yield/Cost
------- -------- ---------- ------- -------- ----------
Assets:
Loans receivable (1) ................... 233,687 $ 10,066 5.74% $228,827 $ 8,495 4.95%
Investment securities (2) .............. 114,056 3,500 4.09 113,480 3,588 4.22
Interest-bearing overnight deposits .... 3,752 68 1.23 3,556 24 0.89
-------- -------- ------ -------- -------- ------
Total interest-earning assets (3) . 351,495 13,634 5.16 345,863 12,107 4.67
Non interest-earning assets ............ 20,527 20,896
-------- --------
Total assets ...................... $372,022 $366,759
======== ========
Liabilities and stockholders' equity:
Interest-bearing checking .............. 35,498 72 0.27 36,148 57 0.21
Money market investment accounts ....... 16,800 125 0.99 19,565 98 0.67
Passbook and statement savings ......... 29,701 156 0.70 30,377 139 0.61
Certificates of deposit ................ 172,537 3,027 2.34 160,476 2,335 1.94
FHLB advances .......................... 27,571 957 4.63 35,883 965 3.58
-------- -------- ------ -------- -------- ------
Total interest-bearing liabilities 282,107 4,337 2.05 282,449 3,594 1.70
Noninterest-bearing liabilities ........ 23,985 21,060
-------- --------
Total liabilities ................. 306,092 303,509
Stockholders' equity ................... 65,930 63,250
-------- --------
Total liabilities and stockholders'
equity .......................... $372,022 $366,759
======== ========
Net interest income .................... $ 9,297 $ 8,513
======== ========
Interest rate spread ................... 3.11% 2.97%
======= ======
Net interest margin (4) ................ 3.51% 3.28%
======= ======
Ratio of average interest-earning assets
to average interest-bearing liabilities 124.60% 122.45%
======= ======
----------------------
(1) Includes nonaccrual loans and loans held for sale, net of discounts and
allowance for loan losses.
(2) Includes FHLB of Atlanta stock.
(3) Due to immateriality, the interest income and yields related to certain
tax exempt assets have not been adjusted to reflect a fully taxable
equivalent yield.
14
(4) Represents net interest income divided by the average balance of
interest-earning assets.
Provision For Loan Losses. The provision for loan losses is charged to
earnings to maintain the total allowance for loan losses at a level considered
adequate to absorb estimated probable losses inherent in the loan portfolio
based on existing loan levels and types of loans outstanding, non-performing
loans, prior loan loss experience, general economic conditions and other
factors. Provisions for loan losses totaled $890,000 and $180,000 for the nine
months ended June 30, 2005 and 2004, respectively. The provision for loan losses
was impacted by the increase the loan charge-offs and an increase in specific
reserves for impaired loans. Net loan charge-offs for the nine months ended June
30, 2005 and 2004 were $655,000 and $126,000, respectively. The most significant
chargeoff during the nine months ended June 30, 2005 totaled $620,000 related to
one credit.
Other Income. Other income was $1.6 million and $1.8 million for the nine
months ended June 30, 2005 and 2004, respectively. Customer fees increased
$89,000 to $788,000 for the nine months ended June 30, 2005 compared with the
$699,000 reported in the prior year. This increase was the result of increased
deposit service charges and loan late charges compared with the prior year.
Commissions from sales of annuities and mutual funds decreased $34,000 from
$263,000 for the nine months ended June 30, 2004 to $229,000 for the nine months
ended June 30, 2005. This decrease results from lower sales of annuities and
mutual funds. The Company recorded gains on sales of investments of $185,000 in
the nine months ended June 30, 2004 compared to a loss of $2,000 in the nine
months ended June 30, 2005. Mortgage banking income, net decreased $23,000 from
$337,000 for the nine months ended June 30, 2004 to $314,000 for the nine months
ended June 30, 2005. The lower fee income reflects lower volumes of mortgage
loan originations and sales. We sold loans totaling $18.0 million in the nine
months ended June 30, 2005 compared with sales of $21.1 million in the previous
year for the comparable period.
Operating Expenses. Total operating expenses were $6.2 million for each of
the nine months ended June 30, 2005 and 2004, respectively. The Company has been
able to control expenses during this period of slower asset growth.
Income Tax Expense. Income tax expense was $1.4 million for each of the
nine months ended June 30, 2005 and 2004. The effective tax rates were 35.5% and
35.7% for the nine months ended June 30, 2005 and 2004, respectively.
Commitments, Contingencies and Off-Balance Sheet Risk
The Company is a party to financial instruments with off-balance sheet
risk including commitments to extend credit under existing lines of credit and
commitments to sell loans. These instruments involve, to varying degrees,
elements of credit and interest rate risk in excess of the amount recognized in
the consolidated balance sheets.
Off-balance sheet financial instruments whose contract amounts represent
credit and interest rate risk are summarized as follows:
June 30, 2005 September 30, 2004
------------- ------------------
(In thousands)
Commitments to originate new loans $ 4,052 $ 2,177
Commitments to originate new loans held for sale 117 --
Unfunded commitments to extend credit under existing
equity line and commercial lines of credit 65,554 55,357
Commercial letters of credit 2,150 2,055
Commitments to sell loans held for sale 1,344 2,174
Commitments to originate new loan include six unrelated commercial real
estate loans totaling $3.7 million. The Company does not have any special
purpose entities or other similar forms of off-balance sheet financing
arrangements.
Commitments to originate new loans or to extend credit are agreements to
lend to a customer as long as there is no violation of any condition established
in the contract. Loan commitments generally expire within 30 to 45 days. Most
equity line commitments are for a term of 15 years, and commercial lines of
credit are generally renewable on an annual basis. Commitments generally have
fixed expiration dates or other termination clauses and may require payment of a
fee. Since many of the commitments are expected to expire without being drawn
upon, the total commitment amounts do not necessarily represent future cash
requirements. The Company evaluates each customer's creditworthiness on a
case-by-case basis. The amount of collateral obtained, if deemed necessary by
the Company upon extension of credit, is based on management's credit evaluation
of the borrower.
Commitments to sell loans held for sale are agreements to sell loans to a
third party at an agreed upon price. At June 30, 2005, the aggregate fair value
of these commitments exceeded the book value of the loans to be sold.
15
Contractual Obligations
As of June 30, 2005:
Payments Due by Period
----------------------
(Dollars in thousands)
Less than
1 year 1-3 years 4-5 years Over 5 years Total
-------- -------- -------- -------- --------
Deposits $238,425 $ 25,966 $ 9,976 $ -- $274,367
Advances from
Federal Home Loan Bank 8,000 20,000 -- -- 28,000
Lease obligations 20 42 42 5 109
-------- -------- -------- -------- --------
Total contractual cash
obligations $246,445 $ 46,008 $ 10,018 $ 5 $302,476
======== ======== ======== ======== ========
Asset Quality
At June 30, 2005, the Company had approximately $3.1 million in
nonperforming assets (nonaccrual loans and real estate owned) or 0.83% of total
assets. At September 30, 2004, nonperforming assets were $4.0 million or 1.05%
of total assets. At June 30, 2005 and September 30, 2004, impaired loans totaled
$5.9 million (of which $2.4 were on nonaccrual status) and $3.8 million (all of
which were on nonaccrual status), respectively, as defined by Statement of
Financial Accounting Standards No. 114, "Accounting by Creditors for Impairment
of a Loan." The most significant impaired loans at June 30, 2005 result from two
unrelated commercial loans secured by commercial real estate and business assets
in Alamance County. At June 30, 2005, the combined loan balances of these two
relationships totaled $5.7 million. The average carrying value of impaired loans
was $3.2 million during the nine months ended June 30, 2005. Interest income of
$97,000 has been recorded on impaired loans in the nine months ended June 30,
2005. The Bank's net charge-offs for the nine months ended June 30, 2005 were
$655,000. The Bank's allowance for loan losses was $4.2 million and $4.0 million
at June 30, 2005 and September 30, 2004, respectively, and the ratio of the
allowance for loan losses to total loans, net of loans in process and deferred
loan fees was 1.76% and 1.68% at June 30, 2005 and September 30, 2004,
respectively.
At June 30, 2005, the Company had one $3.5 million loan relationship which
is not currently classified as nonaccrual, 90 days past due or restructured, but
where known financial information about possible credit problems causes
management to have serious concerns as to the ability of the borrowers to comply
with present loan repayment terms and may result in disclosure as nonaccrual, 90
days past due or restructured. See "--Provision For Loan Losses" for information
concerning the specific reserve on this loan.
The following table presents an analysis of our nonperforming assets:
At At At
June 30, September 30, June 30,
2005 2004 2004
--------- --------- ---------
Non-performing loans: (Dollars in thousands)
Nonaccrual loans $ 2,370 $ 3,962 $ 4,007
Loans 90 days past due and accruing 430 -- --
Restructured loans -- -- --
--------- --------- ---------
Total non-performing loans 2,800 3,962 4,007
Other real estate 301 26 17
--------- --------- ---------
Total non-performing assets $ 3,101 $ 3,979 $ 4,033
========= ========= =========
Non-performing loans to loans receivable, net 1.17% 1.72% 1.74%
Non-performing assets as a percentage
of loans and other real estate owned 1.30% 1.72% 1.75%
Non-performing assets to total assets 0.83% 1.05% 1.06%
16
Regulations require that we classify our assets on a regular basis. There
are three classifications for problem assets: substandard, doubtful and loss. We
regularly review our assets to determine whether any assets require
classification or re-classification. At June 30, 2005, we had $6.9 million in
classified assets consisting of $6.6 million in substandard loans, $4,000 in
loans classified as loss and $301,000 in real estate owned. At September 30,
2004, we had $4.7 million in classified assets consisting of $4.7 million in
substandard loans and $17,000 in real estate owned. At June 30, 2004, we had
$4.8 million in classified assets consisting of $4.8 million in substandard
loans, $7,000 in loss loans and $26,000 in real estate owned.
In addition to regulatory classifications, we also classify as "special
mention" and "watch" assets that are currently performing in accordance with
their contractual terms but may become classified or nonperforming assets in the
future. At June 30, 2005, we have identified approximately $923,000 in assets
classified as special mention and $25.4 million as watch. At June 30, 2004, we
had identified approximately $4.8 million in assets classified as special
mention and $28.0 million as watch.
The following table sets forth an analysis of our allowance for loan
losses for the periods indicated.
Three Months Ended June 30, Nine Months Ended June 30,
----------------------- -----------------------
2005 2004 2005 2004
--------- --------- --------- ---------
(Dollars in thousands)
Balance at beginning period $ 3,695 $ 3,892 $ 3,956 $ 3,856
--------- --------- --------- ---------
Loans charged off (5) (42) (657) (126)
--------- --------- --------- ---------
Recoveries 1 -- 2 --
--------- --------- --------- ---------
Net loans charged off (4) (42) (655) (126)
--------- --------- --------- ---------
Provisions for losses 500 60 890 180
--------- --------- --------- ---------
Balance at end of period $ 4,191 $ 3,910 $ 4,191 $ 3,910
========= ========= ========= =========
Average loans outstanding $ 234,199 $ 231,111 $ 233,687 $ 228,827
========= ========= ========= =========
Ratio of net loans charged off to average
loans outstanding during the period .0017% .0182% .2803% .0551%
========= ========= ========= =========
Liquidity and Capital Resources
The Bank must meet certain liquidity requirements established by the State
of North Carolina Office of the Commissioner of Banks (the "Commissioner"). At
June 30, 2005, the Bank's liquidity ratio exceeded such requirements. Liquidity
generally refers to the Bank's ability to generate adequate amounts of funds to
meet its cash needs. Adequate liquidity guarantees that sufficient funds are
available to meet deposit withdrawals, fund loan commitments, maintain adequate
reserve requirements, pay operating expenses, provide funds for debt service,
pay dividends to stockholders and meet other general commitments.
Our primary sources of funds are deposits, principal and interest payments
on loans, proceeds from the sale of loans, and to a lesser extent, advances from
the FHLB of Atlanta. While maturities and scheduled amortization of loans are
predictable sources of funds, deposit flows and mortgage prepayments are greatly
influenced by general interest rates, economic conditions and local competition.
Our most liquid assets are cash and cash equivalents. The levels of these
assets are dependent on our operating, financing, lending and investing
activities during any given period. At June 30, 2005, cash and cash equivalents
totaled $8.9 million. We have other sources of liquidity should we need
additional funds. During the three and nine months ended June 30, 2005, we sold
loans totaling $6.0 million and $17.9 million, respectively. Additional sources
of funds include FHLB of Atlanta advances. Other sources of liquidity include
loans and investment securities designated as available for sale, which totaled
$88.9 million at June 30, 2005.
We anticipate that we will have sufficient funds available to meet our
current commitments. At June 30, 2005, we had $4.2 million in commitments to
originate new loans, $65.6 million in unfunded commitments to extend credit
under existing equity lines and commercial lines of credit and $2.2 million in
standby letters of credit. At June 30, 2005, certificates of deposit, which are
scheduled to mature within one year, totaled $142.4 million. We believe that a
significant portion of such deposits will remain with us.
17
The Federal Deposit Insurance Corporation ("FDIC") requires the Bank to
meet a minimum leverage capital requirement of Tier I capital to assets ratio of
4%. The FDIC also requires the Bank to meet a ratio of total capital to
risk-weighted assets of 8%, of which 4% must be in the form of Tier I capital.
The Commissioner requires the Bank at all times to maintain certain minimum
capital levels. The Bank was in compliance with all capital requirements of the
FDIC and the Commissioner at June 30, 2005 and is deemed to be "well
capitalized."
The Federal Reserve also mandates capital requirements on all bank holding
companies, including 1st State Bancorp, Inc. These capital requirements are
similar to those imposed by the FDIC on the Bank. At June 30, 2005, the Company
was in compliance with the capital requirements of the Federal Reserve.
The Company's equity to asset ratio at June 30, 2005 was 17.7%. The
Company's capital level is sufficient to support future growth.
The Company has declared cash dividends per common share of $0.10 for each
of the three months ended June 30, 2005, September 30, 2004 and June 30, 2004.
The Company's ability to pay dividends is dependent upon earnings. The Company's
dividend payout ratio for the three months ended June 30, 2005, September 30,
2004 and June 30, 2004 was 40.0%, 31.3% and 30.3%, respectively.
Accounting Matters
In March 2004, the SEC released Staff Accounting Bulletin No. 105 -
Application of Accounting Principles to Loan Commitments. This bulletin requires
all registrants to begin accounting for their issued loan commitments (including
interest rate lock commitments) subject to Statement 133 as written options.
Treatment as a written option would require those loan commitments to be
reported as liabilities until either they are exercised (and a loan is made) or
they expire unexercised. Staff Accounting Bulletin No. 105 must be applied to
loan commitments that are issued after June 30, 2004. The adoption of Staff
Accounting Bulletin No. 105 did not have a material impact on the consolidated
financial statements.
In January 2003, FASB Interpretation No. 46, "Consolidation of Variable
Interest Entities, an interpretation of ARB No. 51", (Interpretation 46) was
issued. Interpretation 46 addresses the consolidation by business enterprises of
variable interest entities as defined in the Interpretation. Interpretation 46
applies immediately to variable interests in variable interest entities created
after January 31, 2003, and to variable interests in variable interest entities
obtained after January 31, 2003. In December 2003, the FASB issued FASB
Interpretation No. 46 (revised December 2003), "Consolidation of Variable
Interest Entities", which addresses how a business enterprise should evaluate
whether it has a controlling financial interest in an entity through means other
than voting rights and accordingly should consolidate the entity. FIN 46R
replaces FASB Interpretation No. 46, "Consolidation of Variable Interest
Entities", which was issued in January 2003. The Company will be required to
apply FIN 46R to variable interests in VIEs created after December 31, 2003.
FASB deferred the effective date of FIN 46 to no later than the end of the first
reporting period that ends after March 15, 2004. The application of this revised
interpretation is not expected to have a material effect on the consolidated
financial statements.
On September 30, 2004, the FASB issued FASB Staff Position ("FSP")
Emerging Issues Task Force ("EITF") Issue No. 03-1-1 delaying the effective date
of paragraphs 10-20 of EITF 03-1, "The meaning of Other-Than-Temporary
Impairment and Its Application to Certain Investments", which provides guidance
for determining the meaning of "other-than-temporarily impaired" and its
application to certain debt and equity securities within the scope of SFAS No.
115, "Accounting for Certain Investments in Debt and Equity Securities", and
investments accounted for under the cost method. The guidance requires that
investments which have declined in value due to credit concerns or solely due to
changes in interest rates must be recorded as other than temporarily impaired
unless the Company can demonstrate its intention to hold the security for a
period of time sufficient to allow for a recovery of fair value up to or beyond
the cost of the investment which might mean maturity. The delay of the effective
date of EITF 03-1 will be superceded concurrent with the final issuance of
proposed FSP Issue 03-1-a. Proposed FSP Issue 03-1-a is intended to provide
implementation guidance with respect to all securities analyzed for impairment
under paragraphs 10-20 of EITF 03-1. Management continues to closely monitor and
evaluate how the provisions of EITF 03-1 and proposed Issue 03-1-a will affect
the Company.
On December 16, 2004, the FASB issued SFAS No. 123R, "Share-Based
Payment," which is an Amendment of FASB Statement Nos. 123 and 95. SFAS No. 123R
changes, among other things, the manner in which share-based compensation, such
as stock options, will be accounted for and will be effective as of the
beginning of the first interim or annual reporting period that begins after June
15, 2005. The cost of employee services received in exchange for equity
instruments including options and restricted stock awards generally will be
measured at fair value at the grant date. The grant date fair value will be
estimated using option-pricing models adjusted for the unique characteristics of
those options and instruments, unless observable market prices for the same or
similar options are available. The cost will be recognized over the requisite
service period, often the vesting period, and will be remeasured subsequently at
each reporting date through settlement date.
The changes in accounting will replace existing requirements under SFAS
No. 123, "Accounting for Stock-Based Compensation," and will eliminate the
ability to account for share-based compensation transactions using ABP Opinion
No. 25, "Accounting for Stock Issued to Employees," which does not require
companies to expense options if the exercise price is equal to the trading price
at the date of grant. The accounting for similar transactions involving parties
other than employees or the accounting for employee stock ownership plans that
are subject to American Institute of Certified Public Accountants ("AICPA")
Statement of Position 93-6, "Employers' Accounting for Employee Stock Ownership
Plans," would remain unchanged.
18
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market risk is the possible chance of loss from unfavorable changes in
market prices and rates. These changes may result in a reduction of current and
future period net interest income, which is the favorable spread earned from the
excess of interest income on interest-earning assets over interest expense on
interest-bearing liabilities.
The Company considers interest rate risk to be its most significant market
risk, which could potentially have the greatest impact on operating earnings.
The structure of the Company's loan and deposit portfolios is such that a
significant decline in interest rates may adversely impact net market values and
net interest income.
The Company monitors whether material changes in market risk have occurred
since September 30, 2004. The Company does not believe that any material changes
in market risk exposures have occurred since September 30, 2004.
Item 4. Controls and Procedures
As of the end of the period covered by this report, management of the
Company carried out an evaluation, under the supervision and with the
participation of the Company's principal executive officer and principal
financial officer, of the effectiveness of the Company's disclosure controls and
procedures. Based on this evaluation, the Company's principal executive officer
and principal financial officer concluded that the Company's disclosure controls
and procedures are effective in ensuring that information required to be
disclosed by the Company in reports that it files or submits under the
Securities Exchange Act of 1934, as amended, is recorded, processed, summarized
and reported, within the time periods specified in the Securities and Exchange
Commission's rules and forms. It should be noted that the design of the
Company's disclosure controls and procedures is based in part upon certain
reasonable assumptions about the likelihood of future events, and there can be
no reasonable assurance that any design of disclosure controls and procedures
will succeed in achieving its stated goals under all potential future
conditions, regardless of how remote, but the Company's principal executive and
financial officers have concluded that the Company's disclosure controls and
procedures are, in fact, effective at a reasonable assurance level.
There have been no changes in the Company's internal control over
financial reporting identified in connection with the evaluation described in
the above paragraph that occurred during the Company's last fiscal quarter that
has materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting.
19
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we are a party to various legal proceedings incident to
our business. There currently are no legal proceedings to which we are a party,
or to which any of our property was subject, except as described in the
following paragraph and none which are expected to result in a material loss.
There are no pending regulatory proceedings to which we are a party or to which
any of our properties is subject which are expected to result in a material
loss.
A civil action was filed against 1st State Bank and Brokers, Incorporated
by Michael Locklar in Davidson County Superior Court, in the State of North
Carolina on May 16, 2003. Mr. Locklar has alleged in the action that 1st State
Bank granted him an option to purchase certain real property located in Davidson
County, North Carolina, which 1st State Bank wrongfully sold to Brokers,
Incorporated for $150,000 in breach of the option granted to Mr. Locklar. Mr.
Locklar is seeking to set aside the conveyance of property to Brokers,
Incorporated and to purchase the property from 1st State Bank for the option
price. Brokers, Incorporated has filed a cross-claim against 1st State Bank
seeking indemnification in the form of return of the purchase price they paid
for the property, damages and attorneys fees should Locklar be successful in
setting aside the real estate conveyance. 1st State Bank intends to vigorously
contest Mr. Locklar's allegations. Management does not anticipate that this
lawsuit will have a material adverse impact on the Company's financial condition
or results of operations.
The Bank had been named as a co-defendant in a lawsuit brought by minority
stockholders of a corporation against the majority stockholders of the
corporation. A director of the Company and the Bank, along with family members,
is the majority stockholder of the corporation, which had previously had loans
outstanding from the Bank. During the quarter ended December 31, 2004, these
loans were paid off in full. The Bank settled this lawsuit in July 2005 for an
immaterial amount.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a) Not applicable.
(b) Not applicable.
(c) The following table sets forth information regarding the Company's
repurchases of its common stock during the quarter ended June 30,
2005.
(c) (d)
Total Number of Maximum
(a) Shares Purchased Number of Shares
Total (b) as Part of that May Yet Be
Number of Average Publicly Purchased Under
Shares Price Paid Announced Plans the Plans or
Period Purchased per Share or Programs Programs
------ --------- --------- ----------- --------
April 2005
Beginning date: April 1 4,880 $29.10 4,880 227,123 (1)
Ending date: April 30
May 2005
Beginning date: May 1
Ending date: May 31
June 2005
Beginning date: June 1
Ending date: June 30
Total 4,880 $29.10 4,880
-------------------------------
(1) On November 17, 2004, the Company announced a 10% stock repurchase program
to acquire up to 296,232 shares of the Company's stock over a period of 24
months. These share purchases were a part of this repurchase program.
Item 3. Defaults Upon Senior Securities
None.
20
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
Item 5. Other Information
None.
Item 6. Exhibits
The following exhibits are filed herewith:
31.1 Rule 13a-14(a) Certification of Chief Executive Officer
31.2 Rule 13a-14(a) Certification of Chief Financial Officer
32 Section 1350 Certifications
21
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
1st STATE BANCORP, INC.
Date: August 11, 2005 /s/ James C. McGill
-------------------------------------------------
James C. McGill
President and Chief Executive Officer
(Principal Executive Officer)
Date: August 11, 2005 /s/ A. Christine Baker
-------------------------------------------------
A. Christine Baker
Executive Vice President, Treasurer and Secretary
(Principal Financial and Accounting Officer)
22