10QSB 1 greenville10q111302.txt 11/13/02 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2002 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to -------- -------- Commission file number 333-83851 Greenville First Bancshares, Inc. ------------------------------------------------- (Exact name of registrant as specified in its charter) South Carolina 58-2459561 -------------- ---------- (State of Incorporation) (I.R.S. Employer Identification No.) 112 Haywood Road Greenville, S.C. 29607 ---------------- ----- (Address of principal executive offices) (Zip Code) 864-679-9000 ------------ (Telephone Number) Not Applicable -------------- (Former name, former address and former fiscal year, if changed since last report) APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 1,150,000 shares of common stock, $.01 par value per share, issued and outstanding as of November 11, 2002. Transitional Small Business Disclosure Format (check one): YES NO X --- --- GREENVILLE FIRST BANCSHARES, INC. PART I. FINANCIAL INFORMATION Item 1. Financial Statements The financial statements of Greenville First Bancshares, Inc. and Subsidiary are set forth in the following pages. 2
GREENVILLE FIRST BANCSHARES, INC. & SUBSIDIARY CONSOLIDATED BALANCE SHEETS September 30, December 31, ------------------------------------- 2002 2001 ----------------- ----------------- (Unaudited) (Audited) Assets Cash and due from banks $ 4,639,192 $ 2,882,115 Federal funds sold 292,621 100,841 Investment securities available for sale 15,337,331 17,913,460 Other investments, at cost 655,000 555,000 Loans, net 135,359,104 95,339,621 Accrued interest 563,912 840,448 Property and equipment 801,324 890,761 Real estate owned 423,150 - Other assets 201,402 42,764 ------------- ------------- Total assets $ 158,273,036 $ 118,565,010 ============= ============= Liabilities and Shareholders' Equity Liabilities Deposits $131,041,785 $ 92,700,010 Official checks outstanding 1,940,611 891,129 Federal funds purchased and repurchase agreements 4,802,250 8,482,600 Federal Home Loan Bank advances 8,000,000 6,000,000 Note payable 1,700,000 - Accrued interest payable 527,785 748,091 Accounts payable - 6,058 Accrued expenses 365,481 277,703 ------------- ------------- Total liabilities 148,377,912 109,105,591 ------------- ------------- Commitments and contingencies Shareholders' equity Preferred stock, par value $.01 per share, 10,000,000 shares authorized, no shares issued - - Common stock, par value $.01 per share, 10,000,000 shares authorized, 1,150,000 issued 11,500 11,500 Additional paid-in capital 10,635,200 10,635,200 Accumulated other comprehensive income 139,916 127,779 Retained deficit (891,492) (1,315,060) ------------- ------------- Total shareholders' equity 9,895,124 9,459,419 ------------- ------------- Total liabilities and shareholders' equity $158,273,036 $ 118,565,010 ============= =============
See notes to consolidated financial statements that are an integral part of these consolidated statements. 3
GREENVILLE FIRST BANCSHARES, INC. & SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) For the Three Months Ended September 30, -------------------------------------- 2002 2001 ------------------ ------------------ Interest income Loans $ 1,984,879 $ 1,367,044 Investment securities 176,433 236,665 Federal funds sold 7,640 22,843 ----------- ----------- Total interest income 2,168,952 1,626,552 Interest expense Deposits 791,346 829,620 Borrowings 92,437 22,818 ----------- ----------- Total interest expense 883,783 852,438 ----------- ----------- Net interest income before provision for loan losses 1,285,169 774,114 Provision for loan losses 300,000 150,000 ----------- ----------- Net interest income after provision for loan losses 985,169 624,114 ----------- ----------- Noninterest income Loan fee income 42,589 18,161 Service fees on deposit accounts 47,634 25,480 Other income 49,309 40,547 ----------- ----------- Total noninterest income 139,532 84,188 ----------- ----------- Noninterest expenses Salaries and benefits 451,044 373,845 Professional fees 42,457 37,612 Marketing 27,962 32,597 Insurance 24,031 15,839 Occupancy 145,516 133,843 Other outside services 139,792 87,061 Telephone 6,257 5,454 Other 28,013 31,592 ----------- ----------- Total noninterest expenses 865,072 717,843 ----------- ----------- Income (loss) before income taxes 259,629 (9,541) Income tax (benefits) - (17,000) ----------- ----------- Net income $ 259,629 $ 7,459 =========== =========== Income per common share: Basic $ .23 $ .01 =========== =========== Diluted $ .22 $ .01 =========== =========== Weighted average common shares outstanding: Basic 1,150,000 1,150,000 =========== =========== Diluted 1,181,709 1,150,000 =========== ===========
See notes to consolidated financial statements that are an integral part of these consolidated statements. 4
GREENVILLE FIRST BANCSHARES, INC. & SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) For the Nine Months ended September 30, -------------------------------------- 2002 2001 ------------------ ------------------ Interest income Loans $ 5,206,493 $ 3,712,849 Investment securities 545,836 699,412 Federal funds sold 43,701 139,605 ----------- ----------- Total interest income 5,896,030 4,551,866 Interest expense Deposits 2,402,466 2,464,863 Borrowings 212,117 22,818 ----------- ----------- Total interest expense 2,614,583 2,487,681 ----------- ----------- Net interest income before provision for loan losses 3,281,447 2,064,185 Provision for loan losses 720,000 400,000 ----------- ----------- Net interest income after provision for loan losses 2,561,447 1,664,185 ----------- ----------- Noninterest income Loan fee income 97,034 53,928 Service fees on deposit accounts 129,068 66,483 Other income 138,194 68,656 ----------- ----------- Total noninterest income 364,296 189,067 ----------- ----------- Noninterest expenses Salaries and benefits 1,312,591 1,067,397 Professional fees 125,657 98,306 Marketing 90,146 83,972 Insurance 67,065 42,049 Occupancy 437,249 389,745 Other outside services 343,319 195,239 Telephone 17,987 15,777 Other 108,161 108,006 ----------- ----------- Total noninterest expenses 2,502,175 2,000,491 ----------- ----------- Income (loss) before income taxes 423,568 (147,239) Income tax (benefits) - (17,000) ----------- ----------- Net income (loss) $ 423,568 $ (130,239) =========== =========== Income (loss) per common share: Basic $ .37 $ (.11) =========== =========== Diluted $ .36 $ (.11) =========== =========== Weighted average common shares outstanding: Basic 1,150,000 1,150,000 =========== =========== Diluted 1,164,818 1,150,000 =========== ===========
See notes to consolidated financial statements that are an integral part of these consolidated statements. 5
GREENVILLE FIRST BANCSHARES, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited) Accumu- lated Additional other Total Common stock Additional compre- share- --------------------------- paid-in hensive Retained holders' Shares Amount capital income deficit equity ----------- -------------- -------------- --------------- --------------- ------------- December 31, 2000 1,150,000 $ 11,500 $10,635,200 $ 24,162 $ (1,195,882) $ 9,474,980 Net loss - - - - (130,239) (130,239) Comprehensive income (loss), net of tax Unrealized holding gain on securities available for sale - - - 163,705 - 163,705 ------------ Comprehensive income - - - - - 33,466 ---------- ----------- ------------ ------------ ------------ ------------ September 30, 2001 1,150,000 $ 11,500 $ 10,635,200 $ 187,867 $ (1,326,121) $ 9,508,446 ========== =========== ============ ============ ============ ============ December 31, 2001 1,150,000 $ 11,500 $ 10,635,200 $ 127,779 $ (1,315,060) $ 9,459,419 Net income - - - - 423,568 423,568 Comprehensive income, net of tax Change in unrealized holding gain on securities available for sale - - - 12,137 - 12,137 ------------ Comprehensive income - - - - - 435,705 ---------- ----------- ------------ ------------ ------------ ------------ September 30, 2002 1,150,000 $ 11,500 $ 10,635,200 $ 139,916 $ (891,492) $ 9,895,124 ========== =========== ============ ============ ============ ============
See notes to consolidated financial statements that are an integral part of these consolidated statements. 6
GREENVILLE FIRST BANCSHARES, INC.AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) For the Nine Months Ended September 30, --------------------------------------- 2002 2001 ------------------ ------------------ Operating activities Net income (loss) $ 423,568 $ (130,239) Adjustments to reconcile net income (loss) to cash provided by (used for) operating activities: Provision for loan losses 720,000 400,000 Depreciation and other amortization 154,730 144,042 Accretion and amortization of securities discounts and premium, net 26,552 (39,434) Decrease (increase) in other assets, net 57,735 (32,775) Increase (decrease) in other liabilities, net 903,147 (232,898) ----------- ----------- Net cash provided by operating activities 2,285,732 108,696 ----------- ----------- Investing activities Increase (decrease) in cash realized from: Origination of loans, net (41,102,470) (32,375,126) Purchase of property and equipment (65,293) (454,930) Purchase of securities available for sale (11,244,137) (17,314,044) Payments and maturity of securities available for sale 13,713,600 6,821,160 ----------- ----------- Net cash used for investing activities (38,698,300) (43,322,940) ----------- ----------- Financing activities Increase in deposits, net 38,341,775 30,849,761 Increase (decrease) in short-term borrowings (3,680,350) 3,962,000 Increase in other borrowings 1,700,000 - Increase in Federal Home Loan Bank advances 2,000,000 6,000,000 ----------- ----------- Net cash provided by financing activities 38,361,425 40,811,761 ----------- ----------- Net increase in cash and cash equivalents 1,948,857 (2,402,483) Cash and cash equivalents at beginning of the year 2,982,956 4,851,372 ----------- ----------- Cash and cash equivalents at end of the year $ 4,931,813 $ 2,448,889 =========== =========== Supplemental information Cash paid for Interest $ 2,834,889 $ 2,300,337 =========== =========== Income taxes - - =========== =========== Supplemental schedule of non-cash transaction Foreclosure of real estate $ 362,987 - =========== =========== Unrealized gain on securities, net of income taxes $ 12,137 $ 163,705 =========== ===========
See notes to consolidated financial statements that are an integral part of these consolidated statements 7 GREENVILLE FIRST BANCSHARES AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1 - Nature of Business and Basis of Presentation Business activity and organization Greenville First Bancshares, Inc. (the "company") is a South Carolina corporation organized for the purpose of owning and controlling all of the capital stock of Greenville First Bank, N.A (the "bank"). The bank is a national bank organized under the laws of the United States located in Greenville County, South Carolina. The bank began operations on January 10, 2000. Until January 10, 2000, the company engaged in organizational and pre-opening activities necessary to obtain regulatory approvals and to prepare its subsidiary, the bank, to commence business as a financial institution. The bank is primarily engaged in the business of accepting demand deposits and savings deposits insured by the Federal Deposit Insurance Corporation, and providing commercial, consumer and mortgage loans to the general public. Basis of Presentation The accompanying financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine-month period ended September 30, 2002 are not necessarily indicative of the results that may be expected for the year ending December 31, 2002. For further information, refer to the consolidated financial statements and footnotes thereto included in the company's Form 10-KSB (Registration Number 333-83851) as filed with the Securities and Exchange Commission. Cash and Cash Equivalents For purposes of the Consolidated Statement of Cash Flows, cash and federal funds sold are included in "cash and cash equivalents." These assets have contractual maturities of less than three months. Note 2 - Note Payable At September 30, 2002 the company had a $1.7 million revolving line of credit with another bank with a maturity of May 17, 2004. At September 30, 2002, the company had outstanding $1.7 million. The company used $1.6 million of the proceeds to increase its investment in the bank. The remaining $125,000 was used to establish a $125,000 escrow fund to be used to pay interest payments. The line of credit bears interest at a rate of prime minus 1.25%, which at September 30, 2002 was 3.50%. The company has pledged the stock of the bank as collateral for this line of credit. The line of credit agreement contains various covenants related to earnings and asset quality. As of September 30, 2002 the company was in compliance with all covenants. 8 Note 3 - Earnings per Share The following schedule reconciles the numerators and denominators of the basic and diluted earnings per share computations for the three months and nine months ended September 30, 2002. Dilutive common shares arise from the potentially dilutive effect of Greenville First Bancshares, Inc.'s stock options and warrants that are outstanding. The assumed conversion of stock options and warrants can create a difference between basic and dilutive net income per common share. As a result of the loss for the nine months ended September 30, 2001, all stock options and warrants were considered to be anti-dilutive. Therefore, the weighted average number of common shares outstanding for both basic and diluted net loss per common share are the same for the nine months ended September 30, 2001.
Three Month Ended Nine Month Ended September 30, 2002 September 30, 2002 ------------------ ------------------ Basic Earnings Per Share Average common shares 1,150,000 1,150,000 Net income $259,629 $423,568 Earnings per share $.23 $.37 Diluted Earnings Per Share Average common shares outstanding 1,150,000 1,150,000 Average dilutive common shares 31,709 14,818 --------- --------- Adjusted average common shares 1,181,709 1,164,818 Net income $259,629 $423,568 Earnings per share $.22 $.36
9 Item 2. Management's Discussion and Analysis or Plan of Operation. ------------------------------------------------------------------- DISCUSSION OF FORWARD-LOOKING STATEMENTS The following is our discussion and analysis of certain significant factors that have affected our financial position and operating results and those of our subsidiary, Greenville First Bank, N.A., during the periods included in the accompanying financial statements. This commentary should be read in conjunction with the financial statements and the related notes and the other statistical information included in this report. This report contains "forward-looking statements" relating to, without limitation, future economic performance, plans and objectives of management for future operations, and projections of revenues and other financial items that are based on the beliefs of management, as well as assumptions made by and information currently available to management. The words "may," "will," "anticipate," "should," "would," "believe," "contemplate," "expect," "estimate," "continue," "may," and "intend," as well as other similar words and expressions of the future, are intended to identify forward-looking statements. Our actual results may differ materially from the results discussed in the forward-looking statements, and our operating performance each quarter is subject to various risks and uncertainties that are discussed in detail in our filings with the Securities and Exchange Commission, including, without limitation: o the effects of future economic conditions; o governmental monetary and fiscal policies, as well as legislative and regulatory changes; o changes in interest rates and their effect on the level and composition of deposits, loan demand, and the values of loan collateral, securities and other interest-sensitive assets and liabilities; o our ability to control costs, expenses, and loan delinquency rates; and o the effects of competition from other commercial banks, thrifts, mortgage banking firms, consumer finance companies, credit unions, securities brokerage firms, insurance companies, money market and other mutual funds and other financial institutions operating in our market area and elsewhere, including institutions operating regionally, nationally, and internationally, together with such competitors offering banking products and services by mail, telephone, computer and the Internet. CRITICAL ACCOUNTING POLICIES We have adopted various accounting policies that govern the application of accounting principles generally accepted in the United States in the preparation of our financial statements. Our significant accounting policies are described in the footnotes to the consolidated financial statements at December 31, 2001 as filed on our annual report on Form 10-KSB. Certain accounting policies involve significant judgments and assumptions by us that have a material impact on the carrying value of certain assets and liabilities. We consider these accounting policies to be critical accounting policies. The judgment and assumptions we use are based on historical experience and other factors, which we believe to be reasonable under the circumstances. Because of the nature of the judgment and assumptions we make, actual results could differ from these judgments and estimates that could have a material impact on our carrying values of assets and liabilities and our results of operations. We believe the allowance for loan losses is a critical accounting policy that requires the most significant judgment and estimates used in preparation of our consolidated financial statements. Refer to the portion of this discussion that addresses our allowance for loan losses for a description of our processes and methodology for determining our allowance for loan losses. 10 GENERAL The following is a discussion of our financial condition as of September 30, 2002 and the results of operations for the three months and nine months ended September 30, 2002. These comments should be read in conjunction with our consolidated financial statements and accompanying consolidated footnotes appearing in this report. The significant accounting policies are described throughout the Management's discussion section of this document NATIONAL AND ECONOMIC EVENTS Nationally, during most of 2001 and the first nine months of 2002, the United States experienced a slowing economy following a tenth year of expansion. During this period, the economy was also affected by lower returns and expectations of the stock markets. Economic data led the Federal Reserve to begin an aggressive program of rate cutting, which moved the Federal Funds rate down 11 times during 2001 for a total reduction of 475 basis points, bringing the Federal Funds rate to its lowest level in 40 years. During the first three quarters of 2002, the Federal Reserve did not adjust the Federal Funds rate. Despite sharply lower short-term rates, stimulus to the economy has been muted because the yield curve has steepened and consumer demand and business investment activity has been weak. The financial markets are operating now under very low historical interest rates. Under these unusual conditions, many observers expect Congress to pass an economic stimulus plan. The Federal Reserve on November 6, 2002 lowered the Federal Funds rate an additional 50 basis points and has taken a neutral position related to future interest rate changes. Many economists believe the Federal Reserve will begin increasing interest rate in the second half of 2003. No assurance can be given that the Federal Reserve will take such action. We continue to believe that the markets we serve generally perform better than national markets, even in times of recession. We believe that the economic impact of the terrorist attacks of September 11, 2001 did not materially affect our operations. It is evident from recent economic data that the U.S. economy was affected significantly by these events. The extent and duration of the economic impact from the attacks are not predictable but could affect consumer confidence and the financial activities of retail and business customers. Prior to these events, many economists were predicting that the U.S. had been in a recession. Official economic data released in November 2001 confirms that the U.S. has been in a recession for several months and it is likely that recovery will not occur until sometime later in 2003 or beyond. INCOME STATEMENT REVIEW Comparison of the three months ended September 30, 2002 and the three months ended September 30, 2001. Net Interest Income Net interest income, the largest component of our income, was $1,285,169 for the three months ended September 30, 2002 compared to $774,114 for the same period in 2001, or an increase of 66.0%. The level of net interest income is determined by the balances of earning assets and the bank's managing of the net interest margin. The following events affect the changes in net interest income: interest rates paid on assets and liabilities, the rate of growth of the asset and liability base, the ratio of interest-earning assets to interest-bearing liabilities, and management of the balance sheet's interest rate sensitivity. Interest income for the third quarter of 2002 was $2,168,952 and consisted of $1,984,879 on loans, $176,433 in investments and $7,640 on federal funds sold. Interest income for the same period in 2001 was $1,626,552 and included $1,367,044 on loans, $236,665 on investments and $22,843 on federal funds sold. 11 Interest expense for the third quarter of 2002 was $883,783 and consisted of $791,346 related to deposits and $92,437 related to borrowings. Our interest expense of $852,438 during the third quarter of 2001 consisted of $829,620 related to deposits and $22,818 related to borrowings. Our interest expense increased $31,345, or 3.7%, while our average deposits and borrowings increased from $80.8 million for the quarter ended September 30, 2001 to $141.3 million for the quarter ended September 30, 2002, an increase of 74.8%. The increase in our interest expense was proportionately less than the increase in our deposits and borrowings because of the declining interest rate environment. The following table sets forth, for the three months ended September 30, 2002 and 2001, information related to our average balance sheet and average yields on assets and average costs of liabilities. We derived these yields by dividing annualized income or expense by the average balance of the corresponding assets or liabilities. We derived average balances from the daily balances throughout the periods indicated.
Average Balances, Income and Expenses, and Rates (in $000's) For the Three Months Ended September 30, 2002 2001 ---- ---- Average Income Yield/ Average Income Yield/ Balance Expense Rate Balance Expense Rate ------- ------- ------ ------- ------- ------ Federal funds sold $ 1,753 $ 7 1.58% $ 2,336 $ 23 3.91% Investment securities 15,027 177 4.67% 15,573 237 6.04% Loans 130,472 1,985 6.04% 71,003 1,367 7.64% --------------------------- ---------------------------- Total earning-assets $147,252 $ 2,169 5.84% $ 88,912 $ 1,627 7.26% --------------------------- ---------------------------- NOW accounts $ 31,058 $ 75 .96% $ 12,910 $ 35 1.08% Savings & money market 23,033 73 1.26% 20,371 170 3.31% Time deposits 73,239 643 3.48% 45,319 625 5.47% --------------------------- ---------------------------- Total interest-bearing deposits 127,330 791 2.46% 78,600 830 4.19% FHLB advances 7,185 54 2.98% 1,373 16 4.62% Other borrowings 6,816 39 2.27% 860 7 3.23% --------------------------- ---------------------------- Total interest-bearing liabilities $141,331 $ 884 2.48% $ 80,833 $ 853 4.19% --------------------------- ---------------------------- Net interest spread 3.36% 3.07% Net interest income/margin $ 1,285 3.46% $ 774 3.45%
Our net interest spread was 3.36% for the three months ended September 30, 2002 as compared to 3.07% for the three months ended September 30, 2001. The net interest spread is the difference between the yield we earn on our interest-earning assets and the rate we pay on our interest-bearing liabilities. Our net interest margin for the quarter ended September 30, 2002 was 3.46% as compared to 3.45% for the three months ended September 30, 2001. The net interest margin is calculated as the annualized net interest income divided by quarterly average earning assets. In pricing deposits, we considered our liquidity needs, the direction and levels of interest rates and local market conditions. 12 Rate/Volume Analysis Net interest income can be analyzed in terms of the impact of changing rates and changing volume. The following table sets forth the effect which the varying levels of earning assets and interest-bearing liabilities and the applicable rates have had on changes in net interest income for the periods presented. Changes that are not solely attributable to either volume, rate or rate/volume have been allocated to each category on a prorated basis.
Three Months Ended September 30, 2002 Change Related to (Dollars in Thousands) ------------------------------------- -------------------------------------------------------- Volume Rate Rate/ Net Volume Change EARNING ASSETS: Federal funds sold $ (3) (17) 4 $ (16) Investment securities (8) (54) 2 (60) Loans 1,145 (287) (240) 618 -------------------------------------------------------- Total earning assets $ 1,134 (358) (234) $ 542 -------------------------------------------------------- INTEREST BEARING LIABILITIES Deposits $ 515 (342) (212) $ (39) FHLB advance 38 - - 38 Other borrowings 7 - - 7 -------------------------------------------------------- Total interest bearing liabilities 560 (342) (212) 6 -------------------------------------------------------- Net interest income $ 574 (16) (22) $ 536 --------------------------------------------------------
As the above table demonstrates, the change in our net interest income is primarily due to the increase in our assets and liabilities. This increase is partially offset by the decrease in the rates as a result of the significant reduction in market rates over the last twelve months. Provision for Loan Losses Included in the results of operations for the quarters ended September 30, 2002 and 2001 is a non-cash expense of $300,000 and $150,000, respectively, related to the provision for loan losses. The loan loss reserve was $1,653,954 at September 30, 2002 and $1,192,247 at December 31, 2001. The allowance for loan losses as a percentage of gross loans was 1.21% at September 30, 2002 and 1.24% at December 31, 2001. The loan portfolio is periodically reviewed to evaluate the outstanding loans and to measure both the performance of the portfolio and the adequacy of the allowance for loan losses. For information about how we determine the provision for loan losses, please see our discussion under "Provision and Allowance for Loan Losses." For the three months ended September 30, 2002, we reported net charge-offs of $157,278. The significant portion of the net charge-off relates to a $150,000 write-down on a non-accruing commercial loan with a remaining carrying value of $260,000. There were no loans charged off during the three months ended September 30, 2001. Noninterest Income and Expenses Noninterest income in the third quarter of 2002 was $139,532, an increase of 65.7% over noninterest income of $84,188 in the third quarter of 2001. This increase was primarily due to the increases in the volume of service charges on deposits, increases in the volume of fees charged on ATM transactions, and additional loan fees received on the origination of mortgage loans that were sold. We incurred general and administrative expenses of $865,072 for the three months ended September 30, 2002 compared to $717,843 for the same period in 2001. The $147,229 additional general 13 and administrative expenses resulted primarily from the move into our new main office building in 2001 and the additional staff hired during the first nine months of 2001 to handle the current and anticipated future growth in both loans and deposits. Salaries and benefits in third quarter 2002 were $451,044, or an increase of $77,199. Salaries and benefits represented 52.1% of the total noninterest expense. Salaries and benefits in third quarter 2001 were $373,845. All other expenses increased only $70,030. This increase relates primarily to $52,731 additional cost for outside services, $8,192 of added insurance expense, and $11,673 of additional occupancy expenses. The primary reason for the higher level of outside services is the additional data processing expense associated with the higher level of activity that resulted from the significant increases in both loans and deposits. The significant portion of the increase in insurance expense relates primarily to the higher deposit insurance cost resulting from the higher level of deposits. The primary reason for the increase in occupancy cost is that the bank increased the amount of square footage that was being rented in the 2002 period. Comparison of the nine months ended September 30, 2002 and the nine months ended September 30, 2001. Net Interest Income Net interest income, the largest component of our income, was $3,281,447 for the nine months ended September 30, 2002 compared to $2,064,185 for the same period in 2001, or an increase of 59.0%. The level of net interest income is determined by the balances of earning assets and managing of the net interest margin. The following events affect the changes in net interest income: interest rates paid on assets and liabilities, the rate of growth of the asset and liability base, the ratio of interest-earning assets to interest-bearing liabilities, and management of the balance sheet's interest rate sensitivity. Interest income for the first nine months of 2002 was $5,896,030 and consisted of $5,206,493 on loans, $545,836 in investments and $43,701 on federal funds sold. Interest income for the same period in 2001 was $4,551,866 and included $3,712,849 on loans, $699,412 on investments and $139,605 on federal funds sold. Interest expense for the first nine months of 2002 was $2,614,583 and consisted of $2,402,466 related to deposits and $212,117 related to borrowings. Our interest expense of $2,487,681 during the first nine months of 2001 consisted of $2,464,863 related to deposits and $22,818 related to borrowings. Our interest expense increased $126,902, or 5.1%, while our average deposits and borrowings increased from $70.5 million for the nine months ended September 30, 2001 to $128.6 million for the nine months ended September 30, 2002, an increase of 82.4%. The increase in our interest expense was proportionately less than the increase in our deposits and borrowings because of the declining interest rate environment. 14 The following table sets forth, for the nine months ended September 30, 2002 and 2001, information related to our average balance sheet and average yields on assets and average costs of liabilities. We derived these yields by dividing annualized income or expense by the average balance of the corresponding assets or liabilities. We derived average balances from the daily balances throughout the periods indicated.
Average Balances, Income and Expenses, and Rates (in $000's) For the Nine Months Ended September 30, 2002 2001 ---- ---- Average Income Yield/ Average Income Yield/ Balance Expense Rate Balance Expense Rate ------- ------- ------ ------- ------- ------ Federal funds sold $ 3,312 $ 44 1.78% $ 3,793 $ 140 4.93% Investment securities 14,611 546 5.00% 14,306 699 6.53% Loans 116,694 5,306 6.08% 60,219 3,713 8.24% ----------------------------- ---------------------------- Total earning-assets $134,617 $ 5,896 5.86% $ 78,318 $ 4,552 7.77% ----------------------------- ---------------------------- NOW accounts $ 26,744 $ 217 1.08% $ 11,968 $ 143 1.60% Savings & money market 22,545 260 1.54% 17,882 538 4.02% Time deposits 69,766 1,926 3.69% 39,926 1,784 5.97% ----------------------------- ---------------------------- Total interest-bearing deposits 119,055 2,403 2.70% 69,776 2,465 5.03% FHLB advances 5,355 140 3.50% 463 16 4.62% Other borrowings 4,231 72 2.28% 290 7 3.26% ----------------------------- ---------------------------- Total interest-bearing liabilities $128,641 $ 2,615 2.72% $ 70,529 $ 2,488 5.07% ----------------------------- ---------------------------- Net interest spread 3.14% 2.70% Net interest income/margin $ 3,281 3.26% $ 2,064 3.52%
Our net interest spread was 3.14% for the nine months ended September 30, 2002 as compared to 2.70% for the nine months ended September 30, 2001. The net interest spread is the difference between the yield we earn on our interest-earning assets and the rate we pay on our interest-bearing liabilities. Our net interest margin for the period ended September 30, 2002 was 3.26% as compared to 3.52% for the nine months ended September 30, 2001. The net interest margin is calculated as the annualized net interest income divided by year-to-date average earning assets. Our net interest margin decreased because our assets repriced downward faster than our liabilities. In pricing deposits, we considered our liquidity needs, the direction and levels of interest rates and local market conditions. Rate/Volume Analysis Net interest income can be analyzed in terms of the impact of changing rates and changing volume. The following table sets forth the effect which the varying levels of earning assets and interest-bearing liabilities and the applicable rates have had on changes in net interest income for the periods presented. Changes that are not solely attributable to either volume, rate or rate/volume have been allocated to each category on a prorated basis. 15
Nine Months Ended September 30, 2002 Change Related to (Dollars in Thousands) ------------------------------------ ---------------------------------------------------- Volume Rate Rate/ Net Volume Change EARNING ASSETS: Federal funds sold $ (7) (102) 13 $ (96) Investment securities 15 (164) (4) (153) Loans 3,482 (975) (914) 1,593 ---------------------------------------------------- Total earning assets $ 3,490 (1,241) (905) $ 1,344 ---------------------------------------------------- INTEREST BEARING LIABILITIES Deposits $ 1,741 (707) (520) $ 514 FHLB advance 124 - - 124 Other borrowings 65 - - 65 ---------------------------------------------------- Total interest bearing liabilities 1,930 (707) (520) 703 ---------------------------------------------------- Net interest income $ 1,560 (534) (385) $ 641 ----------------------------------------------------
As the above table demonstrates, the change in our net interest income is primarily due to the increase in our assets and liabilities. This increase is partially offset by the decrease in the rates as a result of the significant reduction in market rates over the last twelve months. Provision for Loan Losses Included in the results of operations for the nine months ended September 30, 2002 and 2001 is a non-cash expense of $720,000 and $400,000, respectively, related to the provision for loan losses. The loan loss reserve was $1,653,954 at September 30, 2002 and $1,192,247 at December 31, 2001. The allowance for loan losses as a percentage of gross loans was 1.21% at September 30, 2002 and 1.24% at December 31, 2001. The loan portfolio is periodically reviewed to evaluate the outstanding loans and to measure both the performance of the portfolio and the adequacy of the allowance for loan losses. For information about how we determine the provision for loan losses, please see our discussion under "Provision and Allowance for Loan Losses." For the nine months ended September 30, 2002, we reported net charge-offs of $258,293. The significant portion of the net charge-off relates to a $250,000 write-down ($150,000 of which was written down during the third quarter of 2002) on a non-accruing commercial loan with a remaining carrying value of $260,000. There were no loans charged off during the nine months ended September 30, 2001. Noninterest Income and Expenses Noninterest income in the first nine months of 2002 was $364,296, an increase of 92.7% over noninterest income of $189,067 in the first nine months of 2001. This increase was primarily due to the increases in the volume of service charges on deposits, increases in the volume of fees charged on ATM transactions, and additional loan fees received on the origination of mortgage loans that were sold. We incurred general and administrative expenses of $2,502,175 for the nine months ended September 30, 2002 compared to $2,000,491 for the same period in 2001. The $501,684 additional general and administrative expenses resulted primarily from the move into our new main office building in 2001 and the additional staff hired during the first nine months of 2001 to handle the current and anticipated future growth in both loans and deposits. Salaries and benefits in first nine months were $1,312,591, or an increase of $245,194. Salaries and benefits represented 52.5% of the total noninterest expense. Salaries and benefits in first nine months of 2001 were $1,067,397. All other expenses increased only $256,490. This increase relates primarily to $148,080 additional cost for outside services, $27,351 of added professional fees, and $47,504 of additional occupancy expenses. The primary reason for the higher level of outside services is the additional data processing expense associated with the higher level of activity that resulted from the 16 significant increases in both loans and deposits. The significant portion of the increase in professional fees relates to legal fees associated with loan collection efforts. The primary reason for the increase in occupancy cost is that the bank increased the amount of square footage that was being rented in the 2002 period. The significant portion of the remaining increases are related to $6,174 of additional marketing expenses and $25,016 of additional insurance expenses. The significant portion of the increase in insurance expense relates to the higher cost of deposit insurance that resulted from the higher level of deposits. BALANCE SHEET REVIEW General At September 30, 2002, we had total assets of $158.3 million, consisting principally of $135.4 million in loans, $16.0 million in investments and $4.6 million in cash and due from banks. Liabilities at September 30, 2002 totaled $148.4 million, consisting principally of $131.0 million in deposits and $14.5 million in FHLB advances and other borrowings. At September 30, 2002, shareholders' equity was $9.9 million. Investments At September 30, 2002, the $15.3 million of investment securities portfolio available for sale represented approximately 9.7% of our total assets. We were invested in U.S. Government agency securities and mortgage-backed securities with a fair value of $15.3 million and an amortized cost of $15.1 for an unrealized gain of $213,491. Contractual maturities and yields on our investments (all available for sale) at September 30, 2002 are shown in the following table (dollars in thousands). Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. Based on the comparison of investment securities coupon rates and the market interest rate as of September 30, 2002, the bank anticipates that between $2.7 million and $8.7 million may be called during the twelve months ending September 30, 2003.
After one but Within Within Five Over one year Yield Years Yield Five Years Yield Total Yield -------- ----- ----- ----- ---------- ----- ----- ----- U.S.Government agencies - - $ 8,627 4.56% $ 1,643 6.05% $ 10,270 4.80% Mortgage-backed securities - - - - 5,067 4.75% 5,067 4.75% ------------------ -------------------- ------------------- --------------- Total - - $ 8,627 4.56% $ 6,710 5.07% $ 15,337 4.78% ================== ==================== =================== ===============
At September 30, 2002, the $292,621 of short-term investments in federal funds sold on an overnight basis comprised .18% of total assets at September 30, 2002, as compared to $100,841 or .09% of total assets at December 31, 2001. Loans Since loans typically provide higher interest yields than do other types of interest earning assets, it is our intent to channel a substantial percentage of our earning assets into the loan portfolio. Average loans for the nine months ended September 30, 2002 and 2001 were $116.7 million and $60.2 million, respectively. Total loans outstanding at September 30, 2002 and December 31, 2001 were $137.0 million and $96.5 million, respectively, before allowance for loan losses. 17 The following table summarizes the composition of the loan portfolio:
September 30, 2002 December 31, 2001 ------------------ ----------------- Amount % of Total Amount % of Total ------ ---------- ------ ---------- Real estate: Commercial Owner occupied $ 20,935,437 15.28% $ 16,532,696 17.13% Non-owner occupied 37,444,732 27.33% 22,813,424 23.63% Construction 5,075,371 3.70% 8,292,228 8.59% ------------------------------------------------------------------- 63,455,540 46.31% 47,638,348 49.35% ------------------------------------------------------------------- Consumer Residential 19,001,924 13.87% 12,898,543 13.36% Home Equity 15,957,564 11.65% 8,937,054 9.26% Construction 8,369,366 6.10% 3,972,206 4.11% ------------------------------------------------------------------- 43,328,654 31.62% 25,807,803 26.73% ------------------------------------------------------------------- Total real-estate 106,784,194 77.93% 73,446,151 76.08% Commercial business 26,811,605 19.57% 20,529,004 21.27% Consumer-other 3,783,730 2.76% 2,812,703 2.91% Deferred origination fees, net (366,471) (.26%) (255,990) (.26%) ------------------------------------------------------------------- 137,013,058 100.00% 96,531,868 100.00% ======== ======== Less allowance for loan Losses (1,653,954) (1,192,247) ------------ ------------ Total loans, net $135,359,104 $ 95,339,621 ============ ============
The principal component of our loan portfolio at September 30, 2002 and at December 31, 2001 was loans secured by real estate mortgages. Due to the short time the portfolio has existed, the current mix of loans may not be indicative of the ongoing portfolio mix. Management will attempt to maintain a relatively diversified loan portfolio to help reduce the risk inherent in concentration of collateral. Provision and Allowance for Loan Losses We have developed policies and procedures for evaluating the overall quality of our credit portfolio and the timely identification of potential credit problems. We have established an allowance for loan losses through a provision for loan losses charged to expense on our statement of operations. The allowance represents an amount which we believe will be adequate to absorb probable losses on existing loans that may become uncollectible. Our judgment in determining the adequacy of the allowance is based on evaluations of the collectibility of loans, including consideration of factors such as the balance of impaired loans; the quality, mix and size of our overall loan portfolio; economic conditions that may affect the borrower's ability to repay; the amount and quality of collateral securing the loans; our historical loan loss experience and a review of specific problem loans. We increase the allowance periodically by additional provisions for loan losses. We charge recognized losses to the allowance and add subsequent recoveries back to the allowance. Our evaluation is inherently subjective as it requires estimates that are susceptible to significant change. In addition, regulatory agencies periodically review our allowance for loan losses as part of their examination process, and they may require us to record additions to the allowance based on their judgment about information available to them at the time of their examinations. Our losses will undoubtedly vary from our estimates, and there is a possibility that charge-offs in future periods will exceed the allowance for loan losses as estimated at any point in time. 18 We do not allocate the allowance for loan losses to specific categories of loans but evaluate the adequacy on an overall portfolio basis utilizing our credit grading system which we apply to each loan. We have engaged an independent consultant to review the loan files on a test basis, to verify that the lenders have properly graded each loan. Due to our limited operating history, the provision for loan losses has been made primarily as a result of management's assessment of general loan loss risk as compared to banks of similar size and maturity. At September 30, 2002 and at December 31, 2001, the allowance for loan losses was $1.7 million and $1.2 million, respectively, or 1.21% of outstanding loans at September 30, 2002 and 1.24% at December 31, 2001, respectively. During the nine months ended September 30, 2002, we charged off loans of $258,293. There were no loans charged off during the nine months ended September 30, 2001. At September 30, 2002, nonaccrual loans represented .19% of total loans. We had one commercial business loan of approximately $260,000 that was on nonaccrual status. We classified this loan and put it on non-accrual status during the first quarter of 2002. There was only one loan on nonaccrual status at December 31, 2001. During the first quarter of 2002, the bank obtained ownership through foreclosure procedures on the residential construction loan that was on nonaccrual status at December 31, 2001. At September 30, 2002, the bank carried this asset as real estate owned with a carrying value of approximately $423,150. The bank is in the process of completing the construction of this home. The bank carries all real estate acquired through foreclosure at the lower of cost or market value. Generally, a loan is placed on nonaccrual status when it becomes 90 days past due as to principal or interest, or when management believes, after considering economic and business conditions and collection efforts, that the borrower's financial condition is such that collection of the loan is doubtful. Maturities and Sensitivity of Loans to Changes in Interest Rates The information in the following table is based on the contractual maturities of individual loans, including loans which may be subject to renewal at their contractual maturity. Renewal of such loans is subject to review and credit approval, as well as modification of terms upon their maturity. Actual repayments of loans may differ from maturities reflected below because borrowers have the right to prepay obligations with or without prepayment penalties. The following table summarizes the loan maturity distribution, by type, and related interest rate characteristics at September 30, 2002 (dollars in thousands):
After one but One year Within five After or less Years five years Total ------- ------------- ---------- ----- Commercial $ 14,836 $ 11,925 $ 29 $ 26,790 Real estate - constructio n 6,826 5,539 1,020 13,385 Real estate- mortgage 15,754 75,092 2,201 93,047 Consumer and other 1,684 1,719 388 3,791 ---------- ---------- --------- --------- Total loans $ 39,100 $ 94,275 $ 3,638 $ 137,013 ========== ========== ========= ========= Loans maturing after one year with: Fixed interest rates $ 24,478 Floating interest rates $ 73,435
19 Deposits and Other Interest-Bearing Liabilities Our primary sources of funds for loans and investments are our deposits, advances from the FHLB, and short-term repurchase agreements. National and local market trends over the past several years suggest that consumers have moved an increasing percentage of discretionary savings funds into investments such as annuities and stock and fixed income mutual funds. We believe that conditions in 2002 were favorable for deposit growth and that factors such as the low returns on investments and mutual funds may have increased traditional deposit inflows during 2002. The following is a table of deposits by category (dollars in thousands):
September 30, 2002 December 31, 2001 ------------------ ----------------- Demand deposit accounts $ 13,836 10.55% $ 7,729 8.34% NOW accounts 16,391 12.50% 8,295 8.95% Money market accounts 21,579 16.54% 24,139 26.04% Savings accounts 1,620 1.23% 255 .27% Time deposits less than $100,000 33,220 25.33% 31,900 34.41% Time deposits of $100,000 or more 44,396 33.85% 20,382 21.99% --------- -------- --------- -------- Total deposits $ 131,042 100.00% $ 92,700 100.00% ========= ======== ========= ========
Core deposits, which traditionally exclude time deposits of $100,000 or more, provide a relatively stable funding source for our loan portfolio and other earning assets. Our core deposits were $86.8 million and $72.3 million at September 30 2002 and December 31, 2001, respectively. Our loan-to-deposit ratio was 103.3% and 102.8% at September 30, 2002 and December 31, 2001, respectively. The significant portion of the increase in time deposits over $100,000 relates to deposits that were obtained outside of our local market. The maturites on these deposits range from three months to five years. These deposits were obtained at rates that were either comparable or lower than rates paid in the local market. The long term CDs were obtained to "lock in" long term funding at low interest rates. The short-term deposits were used to fund a significant increase in loan demand. Generally, we do not plan to renew these short-term deposits. The maturity distribution of our time deposits of $100,000 or more is as follows:
September 30, 2002 December 31, 2001 ------------------ ----------------- (Dollars in thousands) ---------------------- Three months or less $ 8,596 $ 7,929 Over three through twelve months 23,505 8,703 Over twelve months 12,295 3,750 ---------------------------------------- Total $ 44,396 $ 20,382 ========================================
Borrowings At September 30, 2002 the bank had two advances totaling $8.0 million from the FHLB of Atlanta. These advances are secured with approximately $9.0 million of first mortgage loans, investment securities and stock in the FHLB. The $3.0 million advance with a weighted rate of 4.83% has a maturity of August 24, 2011. The FHLB has the option to re-price this advance as of August 24, 2006. The $5.0 million advance with a weighted rate of 1.63% has a maturity of July 16, 2004. The FHLB has the option to re-price this advance quarterly beginning on October 16, 2002. 20 At September 30, 2002 the bank had $3.1 million of repurchase agreements from a brokerage firm. The repurchase agreements are secured with approximately $3.2 million of investment securities. The repurchase agreements mature within 90-days with a weighted average rate of 1.80%. At September 30, 2002 the company had a $1.7 million revolving line of credit with another bank with a maturity of May 17, 2004. At September 30, 2002 the company had outstanding $1.7 million. The company used $1,575,000 of the proceeds to increase its investment in the bank. The remaining $125,000 was used to establish an escrow fund to be used to pay interest. The line of credit bears interest at a rate of prime minus 1.25%, which at September 30, 2002 was 3.50%. The company has pledged the stock of the bank as collateral for this line of credit. The line of credit agreement contains various covenants related to earnings and asset quality. As of September 30, 2002 the company was in compliance with all covenants. At September 30, 2002 the bank had a $2.8 million of federal funds line of credit. This line of credit is unsecured and bears interest at the daily rate of federal funds plus 25 basis points (2.00% at September 30, 2002). At September 30, 2002, the bank had utilized $1.7 million of the line. The bank also had an unused $7.0 million line of credit with a brokerage firm, secured by $7.0 million of investment securities. This line of credit bears market interest rates based on the maturities of the various repurchase agreements. At September 30, 2002 the bank had assets pledged with the FHLB that would allow the bank to obtain $1.0 million of additional advances. The rate of the future advances will vary based on current market conditions and the length of the maturity of the advances obtained. CAPITAL RESOURCES Total shareholders' equity amounted to $9.9 million at September 30, 2002 and $9.5 million at December 31, 2001. The increase during the nine months ended September 30, 2002 resulted from $423,568 of net income and $12,137 increase in the unrealized gains on investment securities. The following table shows the annualized return on average assets (annualized net income divided by average total assets), return on average equity (annualized net income divided by average equity), and equity to assets ratio (average equity divided by average total assets). Since our inception, we have not paid any cash dividends. September 30, December 31, 2002 2001 ---- ---- Return on average assets .41% - .11% Return on average equity 6.07% - .83% Equity to assets ratio 6.25% 12.95% The Federal Reserve Board and bank regulatory agencies require bank holding companies and financial institutions to maintain capital at adequate levels based on a percentage of assets and off-balance sheet exposures, adjusted for risk weights ranging from 0% to 100%. Under the capital adequacy guidelines, capital is classified into two tiers. These guidelines require an institution to maintain a certain level of Tier 1 and Tier 2 capital to risk-weighted assets. Tier 1 capital consists of common stockholders' equity, excluding the unrealized gain or loss on securities available for sale, minus certain intangible assets. In determining the amount of risk-weighted assets, all assets, including certain off-balance sheet assets, are multiplied by a risk-weight factor of 0% to 100% based on the risks believed inherent in the type of asset. Tier 2 capital consists of Tier 1 capital plus the general reserve for 21 loan losses subject to certain limitations. The bank is also required to maintain capital at a minimum level based on total average assets, which is known as the Tier 1 leverage ratio. The bank is subject to various regulatory capital requirements administered by the federal banking agencies. Under these capital guidelines, we must maintain a minimum total risk-based capital of 8%, with at least 4% being Tier 1 capital. In addition, we must maintain a minimum Tier 1 leverage ratio of at least 4%. To be considered "well-capitalized", we must maintain total risk-based capital of at least 10%, Tier 1 capital of at least 6%, and a leverage ratio of at least 5%. The following table sets forth the company's and the bank's various capital ratios at September 30, 2002 and December 31, 2001. At September 30, 2002 and December 31, 2001, both the company and the bank were in compliance with each of the applicable regulatory capital requirements and the bank was considered to be "well capitalized." September 30, 2002 December 31, 2001 ------------------ ----------------- Company Bank Company Bank ------- ---- ------- ---- Total risk-based capital 9.0% 10.3% 10.4% 10.1% Tier 1 risk-based capital 7.7% 9.1% 9.2% 8.9% Leverage capital 6.3% 7.4% 8.2% 8.2% Our objective is to maintain the capital levels such that the bank will continue to be considered well capitalized. Depending on the timing of when additional capital is obtained, the bank may be required to limit the level of growth that has been experienced in the past two years. As of September 30, 2002, there were no significant firm commitments outstanding for additional capital . EFFECT OF INFLATION AND CHANGING PRICES The effect of relative purchasing power over time due to inflation has not been taken into effect in our financial statements. Rather, the statements have been prepared on an historical cost basis in accordance with generally accepted accounting principles in the United States of America. Unlike most industrial companies, the assets and liabilities of financial institutions such as our company and bank are primarily monetary in nature. Therefore, the effect of changes in interest rates will have a more significant impact on our performance than will the effect of changing prices and inflation in general. In addition, interest rates may generally increase as the rate of inflation increases, although not necessarily in the same magnitude. As discussed previously, we seek to manage the relationships between interest sensitive assets and liabilities in order to protect against wide rate fluctuations, including those resulting from inflation. OFF-BALANCE SHEET RISK Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any material condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require the payment of a fee. At September 30, 2002, unfunded commitments to extend credit were $31.6 million, of which approximately $7.9 million is at fixed rates and $23.7 million is at variable rates. The significant portion of the unfunded commitments relates to consumer equity lines of credit. The bank anticipates, based on historical experience, that the significant portion of these lines of credit will not be funded. The bank evaluates each customer's credit worthiness on 22 a case-by-case basis. The amount of collateral obtained, if deemed necessary by the bank upon extension of credit, is based on management's credit evaluation of the borrower. Collateral varies but may include accounts receivable, inventory, property, plant and equipment, and commercial and residential real estate. At September 30, 2002, there was a $623,000 commitment under a letter of credit. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. Collateral varies but may include accounts receivable, inventory, equipment, marketable securities and property. Since most of the letters of credit are expected to expire without being drawn upon, they do not necessarily represent future cash requirements. Except as disclosed in this report, we are not involved in off-balance sheet contractual relationships, unconsolidated related entities that have off-balance sheet arrangements, or transactions that result in liquidity needs or other commitments that we believe are likely to significantly impact earnings. MARKET RISK Market risk is the risk of loss from adverse changes in market prices and rates, which principally arises from interest rate risk inherent in our lending, investing, deposit gathering and borrowing activities. Other types of market risks, such as foreign currency exchange rate risk and commodity price risk, do not normally arise in the normal course of our business. We actively monitor and manage our interest rate risk exposure. The principal interest rate risk monitoring technique we employ is the measurement of our interest sensitivity "gap", which is the positive or negative dollar difference between assets and liabilities that are subject to interest rate repricing within a given period of time. Interest rate sensitivity can be managed by repricing assets or liabilities, selling securities available-for-sale, replacing an asset or liability at maturity, or adjusting the interest rate during the life of an asset or liability. Managing the amount of assets and liabilities repricing in this same time interval helps to hedge the risk and minimize the impact on net interest income of rising or falling interest rates. We generally would benefit from increasing market rates of interest when we have an asset-sensitive gap position and generally would benefit from decreasing market rates of interest when we are liability-sensitive. Because approximately 74% of our loans are variable rate loans at September 30, 2002, we are currently asset sensitive over the one-year time frame. However, our gap analysis is not a precise indicator of our interest sensitivity position. The analysis presents only a static view of the timing of maturities and repricing opportunities, without taking into consideration that changes in interest rates do not affect all assets and liabilities equally. For example, rates paid on a substantial portion of core deposits may change contractually within a relatively short time frame, but those rates are viewed by management as significantly less interest-sensitive than market-based rates such as those paid on non-core deposits. Net interest income may be impacted by other significant factors in a given interest rate environment, including changes in the volume and mix of earning assets and interest-bearing liabilities. LIQUIDITY & INTEREST RATE SENSITIVITY Liquidity management involves monitoring our sources and uses of funds in order to meet our day-to-day cash flow requirements while maximizing profits. Liquidity represents the ability of a company to convert assets into cash or cash equivalents without significant loss and to raise additional funds by increasing liabilities. Liquidity management is made more complicated because different balance sheet components are subject to varying degrees of management control. For example, the timing of maturities of the investment portfolio is fairly predictable and subject to a high degree of control at the time the investment decisions are made. However, net deposit inflows and outflows are far less predictable and are not subject to nearly the same degree of control. At September 30, 2002 and December 31, 2001, our liquid assets, consisting of cash, due from banks and federal funds sold, amounted to $4.9 million and $3.0 million, representing 3.1% and 2.5% of 23 total assets, respectively. Investment securities at September 30, 2002 and December 31, 2001 amounted to $16.0 million and $18.5 million, representing 10.1% and 15.6% of total assets, respectively; these securities provide a secondary source of liquidity since they can be converted into cash in a timely manner. Our ability to maintain and expand our deposit base and borrowing capabilities also serves as a source of liquidity. We plan to meet our future cash needs through the liquidation of temporary investments, maturities and sale of loans, maturity of investment securities, and generation of deposits. During the fourth quarter of 2001, as a result of historically low rates that were being earned on short-term liquidity investments, we chose to maintain a lower than normal level of short-term liquidity securities. During the first three quarters of 2002, the bank utilized proceeds from the short-term advances from the FHLB and short-term repurchase agreements from brokerage firms, proceeds from sales of participations in loans originated, and an increase in deposits to fund the significant portion of the 2002 loan production. By utilizing the various short-term sources of funding, the bank was able to reduce its level of interest sensitivity while obtaining low cost funds. The bank is a member of the Federal Home Loan Bank of Atlanta from which applications for borrowings can be made for leverage purposes, if so desired. The FHLB requires securities, qualifying single family mortgage loans, and stock of the FHLB owned by the bank be pledged to secure any advances from the FHLB. The unused borrowing capacity at September 30, 2002 that is currently available from the FHLB based on the amount of collateral pledged is approximately $1.0 million. In addition, the bank maintains a federal funds purchased line of credit with a correspondent bank in the amount of $2.8 million. At September 30, 2002, the unused portion of the line was $1.1 million. We have also obtained a $10.0 million line of credit that is available from a brokerage firm that holds $10.0 million of investment securities as collateral. As of September 30, 2002, the bank had utilized approximately $3.1 million of the brokerage firm's line of credit. We believe that our existing stable base of core deposits, borrowings from the FHLB, and short-term repurchase agreements will enable us to successfully meet our liquidity needs for the foreseeable future. Asset/liability management is the process by which we monitor and control the mix and maturities of our assets and liabilities. The essential purposes of asset/liability management are to ensure adequate liquidity and to maintain an appropriate balance between interest sensitive assets and liabilities to minimize potentially adverse impacts on earnings from changes in market interest rates. The bank's asset/liability management committee ("ALCO") monitors and considers methods of managing exposure to interest rate risk. The ALCO consists of members of the board of directors and senior management of the bank and meets at least quarterly. The ALCO is charged with the responsibility to maintain the level of interest rate sensitivity of the bank's interest sensitive assets and liabilities within Board-approved limits. 24 The following table presents our rate sensitivity at each of the time intervals indicated as of September 30, 2002. The table may not be indicative of our rate sensitivity position at other points in time. In addition, the table's maturity distribution may differ from the contractual maturities of the earning assets and interest bearing liabilities presented due to consideration of prepayment speeds under various interest rate change scenarios in the application of the interest rate sensitivity methods described above.
Within After three but After one but After three within twelve within five five months months years years Total ------ ------ ----- ----- ----- (Dollars in thousands) Interest-earning assets: Federal funds sold $ 293 $ - $ - $ - $ 293 Investment securities 500 10,214 4,473 150 15,337 Loans 102,106 6,569 28,079 518 137,272 --------- ---------- ---------- ------- --------- Total earning assets $ 102,899 $ 16,783 $ 32,552 $ 668 $ 152,902 --------- ---------- ---------- ------- --------- Interest-bearing liabilities: Money market and NOW $ 37,970 $ - $ - $ - $ 37,970 Regular savings 1,620 - - - 1,620 Time deposits 17,219 39,021 21,406 - 77,646 Other borrowings 1,700 - - - 1,700 Repurchase Agreements 4,802 - - - 4,802 FHLB advances 5,000 - 3,000 - 8,000 --------- ---------- ---------- ------- --------- Total interest-bearing liabilities $ 68,311 $ 39,021 $ 24,406 $ - $ 131,738 --------- ---------- ---------- ------- --------- Period gap $ 34,588 $ (22,238) $ 8,146 $ 668 $ 21,164 Cumulative gap $ 34,588 $ 12,350 $ 20,496 $21,164 $ 21,164 Ratio of cumulative gap to total earning assets 22.6% 8.1% 13.4% 13.8%
ACCOUNTING, REPORTING AND REGULATORY MATTERS Accounting standards have been issued or proposed by the Financial Accounting Standards Board and are not required to be adopted until a future date, are not expected to have a material impact on the consolidated financial statements upon adoption. Item 3. Controls and Procedures ------------------------------- Within 90 days prior to the date of this report, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our principal 25 executive officer and principal financial officer concluded that our disclosure controls and procedures are effective in timely alerting them to material information required to be included in our periodic SEC reports. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. In addition, we reviewed our internal controls, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of their last evaluation. PART II. OTHER INFORMATION Item 1. Legal Proceedings There are no material pending legal proceedings to which the company is a party or of which any of its property is the subject. Item 2. Changes in Securities Not applicable Item 3. Defaults Upon Senior Securities Not applicable Item 4. Submission of Matters to a Vote of Security Holders None Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K (a) Exhibits None (b) Reports on Form 8-K The following reports were filed on Form 8-K during the third quarter ended September 30, 2002. 99.1 The company filed a Form 8-K on August 9, 2002 to disclose that the Chief Executive Officer, R. Arthur Seaver, Jr. and the Chief Financial Officer, James M. Austin, III, each furnished to the SEC the certification required pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 26 SIGNATURES Pursuant to the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GREENVILLE FIRST BANCSHARES, INC. Date: November 12, 2002 /s/ R. Arther Seaver ------------------------------------- R. Arthur Seaver, Jr. Chief Executive Officer /s/ James M. Austin, III ------------------------------------- James M. Austin, III Chief Financial Officer 27 CEO Certification I, R. Arthur Seaver, Jr., certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Greenville First Bancshares, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiary, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: November 12, 2002 By: /s/ R. Arthur Seaver, Jr. ------------------------------------------ R. Arthur Seaver, Jr. President and Chief Executive Officer 28 CFO Certification I, James M. Austin, III, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Greenville First Bancshares, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiary, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: November 12, 2002 By: /s/ James M. Austin, III ------------------------------------------- James M. Austin, III Chief Financial Officer 29