-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E0wXBR9oBTjg0kBteSWp2LlTYHWn2AzijAm6xBUXOBi8E7PxbGwcuNx6JKeDzfLw Es8dffl0MSFdgdOADDiwyw== 0000950168-98-001652.txt : 19980518 0000950168-98-001652.hdr.sgml : 19980518 ACCESSION NUMBER: 0000950168-98-001652 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980331 FILED AS OF DATE: 19980515 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FOUR OAKS FINCORP INC CENTRAL INDEX KEY: 0001040799 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 562028446 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-22787 FILM NUMBER: 98623277 BUSINESS ADDRESS: STREET 1: 6144 US 301 SOUTH STREET 2: P O BOX 309 CITY: FOUR OAKS STATE: NC ZIP: 27524 BUSINESS PHONE: 9199632177 10-Q 1 QUARTERLY REPORT FOR FOUR OAKS FINCORP, INC. US SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT Pursuant to Section 13 of the Securities Exchange Act of 1934 for the Quarterly Period Ended March 31, 1998 Commission File Number 0-22787 FOUR OAKS FINCORP, INC. (Exact name of registrant as specified in its charter) North Carolina 56-2028446 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification Number) 6144 U. S. 301 South Four Oaks, N. C. 27524 (Address of principal executive offices) Registrant Telephone Number, including area code 919-963-2177 Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: _X_ Yes ___ No Indicate the number of shares outstanding of each of the issuer's classes of Common Stock as of the latest practicable date: Common Stock, 887,482 Par value $1.00 per share (Number of shares outstanding (Title of Class) as of March 31, 1998) PART I - FINANCIAL INFORMATION ITEM 1 - FINANCIAL STATEMENTS CONSOLIDATED BALANCE SHEETS - UNAUDITED
(All amounts in thousands) March 31, December 31, 1998 1997 -------- -------- ASSETS Cash and due from banks $ 4,980 6,454 Interest bearing bank balances 5,212 2,114 -------- -------- Total cash and cash equivalents 10,192 8,568 Investment securities, available for sale 32,512 35,082 Loans, net 147,414 138,099 Accrued interest receivable 2,227 2,007 Bank premises and equipment, net 5,243 5,092 Other real estate owned 193 193 Intangible assets 165 169 Prepaid expenses and other assets 852 861 -------- -------- Total assets $198,798 190,071 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities: Deposits: Demand - noninterest bearing $ 26,715 24,761 NOW accounts 13,798 15,132 Savings 17,728 17,252 Time $100,000 and over 40,375 37,833 Other time 77,331 73,010 -------- -------- Total deposits 175,947 167,988 Accrued interest payable 1,745 1,914 Other borrowed money 3,000 3,000 Other liabilities 498 302 -------- -------- Total liabilities 181,190 173,204 -------- -------- Shareholders' equity: Capital stock: Common stock, $1.00 par value, 5,000,000 shares authorized, 887,482 and 875,648 issued and outstanding at March 31, 1998 and December 31, 1997 respectively 887 876 Surplus 5,851 5,602 Retained earnings 10,703 10,249 Accumulated other comprehensive income 167 140 -------- -------- Total shareholders' equity 17,608 16,867 -------- -------- Total liabilities and shareholders' equity $198,798 190,071 ======== ========
The accompanying notes are an integral part of the consolidated financial statements. 2 CONSOLIDATED STATEMENTS OF INCOME - UNAUDITED
(All amounts in thousands, except per share data) For the three months ended: March 31, March 31, 1998 1997 ------ ------ Interest income: Interest and fees on loans $3,458 2,755 Interest on investment securities: US Government and agencies 475 430 Municipalities 60 77 Other investment securities 21 20 Interest on overnight investments 30 9 ------ ------ Total interest income 4,044 3,291 ------ ------ Interest expense: Interest on deposits 1,899 1,536 Interest on borrowed money 48 30 ------ ------ Total interest expense 1,947 1,566 ------ ------ Net interest income 2,097 1,725 Provision for loan losses 193 63 ------ ------ Net interest income after provision for loan losses 1,904 1,662 ------ ------ Other income: Service charges 290 187 Credit life commissions 33 21 Other operating income 86 92 Securities gains (losses) -- (2) ------ ------ Total noninterest income 409 298 ------ ------ Other expenses: Salaries 640 504 Employee benefits 152 88 Occupancy expenses 56 59 Equipment expenses 85 79 Other operating expenses 531 517 ------ ------ Total noninterest expense 1,464 1,247 ------ ------ Income before income taxes 849 713 Income taxes 263 206 ------ ------ Net income $ 586 507 ====== ====== Net income per common share $ 0.67 0.61 ====== ====== Net income per common share, assuming dilution $ 0.66 0.60 ====== ====== Cash dividend paid per share $ 0.15 0.14 ====== ======
The accompanying notes are an integral part of the consolidated financial statements. 3 CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED For the three months ended March 31, March 31, (All amounts in thousands) 1998 1997 -------- -------- Operating activities Net income $ 586 507 Adjustments to reconcile net income to cash provided by operations: Provision for loan losses 193 63 Provision for depreciation 78 71 (Gain) loss on sale of securities -- 2 (Gain) loss on sale of repossessed\foreclosed assets -- 21 Write off of loans, net of recoveries 38 17 (Increase) Decrease in prepaid & other assets (52) (1) (Increase) Decrease in interest receivable (220) 10 Increase (Decrease) in other liabilities 196 (89) Increase (Decrease) in interest payable (169) (68) Net amortization of bond premiums & discounts 1 1 -------- -------- Net cash provided from (used by) operating activities 651 534 -------- -------- Investing activities Proceeds from sales of investment securities 6,713 5,276 Purchase of investment securities (4,130) (1,152) Net increase in loans outstanding (9,470) (12,100) Capital expenditures (229) (97) Proceeds from sale of assets acquired in settlement of loans -- 34 Acquisition of assets acquired in settlement of loans 2 (29) -------- -------- Net cash used by investment activities (7,114) (8,068) -------- -------- Financing activities Net increase (decrease) in short-term borrowings -- 2,000 Net increase in deposit accounts 7,959 6,340 Proceeds from issuance of common stock 261 -- Cash dividends (133) (117) -------- -------- Net cash provided by financing activities 8,087 8,223 -------- -------- Increase (Decrease) in cash and cash equivalents 1,624 689 Cash and cash equivalents at beginning of period 8,568 6,608 -------- -------- Cash and cash equivalents at end of period $ 10,192 7,297 ======== ======== The accompanying notes are an integral part of the consolidated financial statements. 4 FOUR OAKS FINCORP, INC. Notes to Financial Statements 1. The accompanying unaudited consolidated financial statements include the accounts of the Company and its wholly owned subsidiary Four Oaks Bank & Trust Company. All significant intercompany items have been eliminated. The significant accounting policies followed by the Company for interim financial reporting are consistent with the accounting policies followed for annual financial reporting. These unaudited consolidated financial statements have been prepared in accordance with Rule 10-01 of Regulation S-X, and in management's opinion, all adjustments of a normal recurring nature necessary for a fair presentation have been included. The accompanying financial statements do not purport to contain all the necessary financial disclosures that might otherwise be necessary in the circumstances and should be read in conjunction with the consolidated financial statements and notes thereto in the Company's annual report for the year ended December 31, 1997. 2. The Company adopted Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings Per Share" on December 31, 1997. SFAS No. 128 requires the Company to change its method for computing, presenting and disclosing earnings per share information. As required, all prior period data presented has been restated to conform to the provisions of SFAS No. 128. The following table provides a reconciliation of income available to common shareholders and the average number of common shares outstanding for the three months ended March 31, 1998 and 1997, respectively: Three Months Ended March 31, March 31, 1998 1997 -------- -------- Net Income (numerator) $586,000 $507,000 ======== ======== Shares for Basic EPS (demoninator) 879,000 838,000 Dilutive effect of stock options 4,484 13,888 -------- -------- Adjusted shares for diluted EPS 883,484 851,888 ======== ======== 3. On January 1, 1998, the Company adopted SFAS No. 130, "Reporting Comprehensive Income." SFAS 130 establishes standards for reporting and display of comprehensive income and its components (revenues, expenses, gains and losses) in a full set of general purpose financial statements. SFAS 130 requires the disclosure of an amount that represents total comprehensive income and the components of comprehensive income in a financial statement. As required by SFAS No. 130, prior year information has been modified to conform with the new presentation. Comprehensive income includes net income and all other changes to the Company's equity, with the exception of transactions with shareholders ("other comprehensive income"). The Company's only components of other comprehensive income relate to unrealized gains and losses on available for sale securities. 5 The Company's total comprehensive income for the three month periods ended March 31, 1998 and 1997 was $613,000 and $338,000, respectively. Information concerning the Company's other comprehensive income for the three month periods ended March 31, 1998 and 1997, respectively, is as follows (in thousands): 1998 1997 ----- ----- Unrealized gains (losses) on available for sale securities $ 39 $(274) Reclassification of gains recognized in net income -- -- Income tax expense (benefit) relating to unrealized gains on available for sale securities (12) 105 ----- ----- Other comprehensive income $ 27 $(169) ===== ===== 4. On January 1, 1998, the Company adopted SFAS 131, "Disclosures about Segments of an Enterprise and Related Information." SFAS 131 establishes standards for determining an entity's operating segments and the type and level of financial information to be disclosed in both annual and interim financial statements. It also establishes standards for related disclosures about products and services, geographic areas, and major customers. The adoption of SFAS 131 has had no material impact on the financial statements of the Company. 6 ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion provides information about the major components of the financial condition and results of operations of the Company and should be read in conjunction with the Company's Consolidated Financial Statements and Notes thereto. FINANCIAL CONDITION. From December 31, 1997 to March 31, 1998, interest bearing bank balances and investment securities combined increased 1%. Funds generated by the 5% increase in deposits were used to fund net loan increases of 7%. Our loan volumes are increasing due to seasonal funding of agricultural loans as well as growth in real estate, commercial, and consumer lending. Our local economy remains healthy with unemployment rates low and construction of residential and commercial properties continuing. Accrued interest receivable has increased due to the increased volume of loans and the fact that the farm loans presently being funded should pay both principal and interest in the fall after harvest. Other real estate owned remains unchanged from December 31, 1997. We presently have two properties recorded at the adjusted loan value after reducing the value for amounts previously recovered. The expected selling price is higher than the recorded amount. Total shareholder's equity increased 4%, due to net income, the increase in net unrealized gain on securities as our securities portfolio repriced upward, and the exercise of stock options for 9,310 shares. RESULTS OF OPERATIONS. Net income increased 16% for the three months ended March 31, 1998, as compared to the same period in 1997. The increases result from effectively managing the interest margin. The 26% increase in loan income is due to loan growth and somewhat higher rates as fixed rate loans continue to reprice upward upon maturity or pay out. Interest earned on our investments has increased 9% due to higher portfolio yields. Interest expense, for the quarter ended March 31, 1998, increased 24% over the quarter ended March 31, 1997, primarily due to total deposit growth of 18%. Other expenses increased 17% for the three months ended March 31, 1998, over the same period in 1997. This increase is primarily due to increases in salaries and operating costs resulting from more accounts and transactions as we grow. In addition, the opening of our Benson office in July 1997 has added expenses which were not present during the three month period ended March 31, 1997. Our delinquency rate of 2.32% is favorable compared to historical trends. At March 31, 1998, our nonperforming loans were $1,909,000 or 1.28% of total gross loans as compared to $586,000 or 0.48% at March 31, 1997. Our reserve for loan loss of $1,880,000 or 1.26% of total gross loans is considered adequate to cover future credit losses in the present portfolio. 7 YEAR 2000 COMPLIANCE. As the year 2000 approaches, an important business issue has emerged regarding how existing application software programs and operating systems can accommodate this date value. Many existing application software products, including the Company's, were designed to accommodate a two-digit year. For example, "98" is stored on the system and represents 1998 and "00" represents 1900. The Bank primarily utilizes a third-party vendor for processing its primary banking applications. In addition, the Bank also uses third-party vendor application software for all ancillary computer applications. The third-party vendor for the Company's banking applications is in the process of modifying, upgrading or replacing its computer applications to ensure Year 2000 compliance. In addition, the Company has instituted a Year 2000 compliance program whereby the Bank is reviewing the Year 2000 issues that may be faced by its other third-party vendors. To assist in this effort, the Company has hired the services of a consultant to review the Company's plan and assist it in achieving Year 2000 compliance by December 31, 1998. Under such program, the Company will examine the need for modifications or replacement of all non-Year 2000 compliant pieces of software. The Company does not currently expect that the cost of its Year 2000 compliance program will be material to its financial condition and expects that it will satisfy such compliance program without material disruption of its operations. In the event that the Bank's significant suppliers do not successfully and timely achieve Year 2000 compliance, the Bank's business, results of operations or financial condition could be adversely affected. FORWARD LOOKING INFORMATION. Information set forth in this Quarterly Report on Form 10-Q, including under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations," contains various "forward looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which statements represent the Company's judgment concerning the future and are subject to risks and uncertainties that could cause the Company's actual operating results and financial position to differ materially. Such forward looking statements can be identified by the use of the forward looking terminology, such as "may," "will," "expect," "anticipate," "estimate," or "continue" or the negative thereof or other variations thereof or comparable terminology. The Company cautions that any such forward looking statements are further qualified by important factors that could cause the Company's actual operating results to differ materially from those in the forward looking statements, including, without limitation, the effects of future economic conditions, governmental fiscal and monetary policies, legislative and regulatory changes, the risks of changes in interest rates on the level and composition of deposits, the effects of competition from other financial institutions, the failure of assumptions underlying the establishment of the allowance for possible loan losses, the low trading volume of the Common Stock, other considerations described in connection with specific forward looking statements and other cautionary elements specified in documents incorporated by reference in this Quarterly Report on Form 10-Q. 8 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 27 Financial Data Schedule (b) Reports on Form 8-K None. 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. FOUR OAKS FINCORP, INC. Date: May 14, 1998 By: /s Ayden R. Lee, Jr. -------------------- Ayden R. Lee, Jr. President and Chief Executive Officer Date: May 14, 1998 By: /s Nancy S. Wise ---------------- Nancy S. Wise Senior Executive Vice President and Chief Financial Officer 9 INDEX TO EXHIBITS Exhibit Description 27 Financial Data Schedule 10 EX-27 2 FDS --
9 3-MOS DEC-31-1997 DEC-31-1997 MAR-31-1998 4,980 5,212 0 0 32,513 0 0 149,294 1,880 198,798 175,947 0 2,243 3,000 0 0 887 16,134 198,798 3,458 556 30 4,044 1,899 1,947 2,097 193 0 1,464 849 849 0 0 586 .67 .66 1.13 1,545 364 0 0 1,725 46 8 1,880 0 0 1,880
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