SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
FORM 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2002
OR
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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: 001-13901
ABC BANCORP (A GEORGIA CORPORATION)
I.R.S. EMPLOYER IDENTIFICATION NUMBER 58-1456434
24 2nd AVENUE, S.E., MOULTRIE, GEORGIA 31768
TELEPHONE NUMBER: (229) 890-1111
Securities registered pursuant to Section 12(b) of the Act
None
Securities registered pursuant to Section 12(g) of the Act
Common Stock, Par Value $1 Per Share
Check whether the registrant (1) has filed all reports required to befiled by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x
No o
Check if disclosure of delinquent filers pursuant to Item405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 126-2).
As of the last business day of the registrant’s most recently completed second fiscal quarter, registrant had outstanding 9,854,279 shares of common stock, $1 par value per share, which is registrant’s only class of common stock. The aggregate market value of the voting stock held by nonaffiliates of the registrant was approximately $136,041,000 million.
DOCUMENTS INCORPORATED BY REFERENCE
The information required by Part III of this Annual Report is incorporated by reference from the Registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Annual Report.
PART I
ITEM 1.
BUSINESS OF THE COMPANY AND THE SUBSIDIARY BANKS
ABC Bancorp (“ABC”) was organized as a bank holding company under the Federal Bank Holding Company Act of 1956, as amended in 1981 (the “BHCA”), and the bank holding company laws of Georgia.
ABC provides, through its commercial bank subsidiaries described below (sometimes hereinafter referred to as “Banks”), banking services to individuals and businesses in Southern Georgia, Southeastern Alabama and Northern Florida. ABC’s executive office is located at 24 2nd Avenue, S.E., Moultrie, Georgia 31768, its telephone number is (229) 890-1111 and its Internet address is http://www.abcbancorp.com. As a registered bank holding company, ABC is subject to the applicable provisions of the Federal Bank Holding Company Act and the Georgia Bank Holding Company Act, as well as to supervision by the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation and the State of Georgia Department of Banking and Finance. ABC makes available, free of charge through its Internet website, copies of its annual reports and quarterly reports as soon as reasonably practicable after it electronically files such materials with the SEC. ABC will make available free of charge paper copies of its current reports on Form 8-K upon request.
Our primary business as a bank holding company is to manage the business and affairs of our Banks. The Banks provide a broad range of retail and commercial banking services to its customers, including checking, savings, NOW and money market accounts and time deposits of various types; loans for business, agriculture, real estate, personal uses, home improvement and automobiles, credit cards; debit cards; overdraft protection services; Internet banking; letters of credit; trust services through Reliance Trust Company; brokerage services through either PFIC Securities Corporation or Raymond James Financial Services, Inc.; fixed rate annuities through PFIC Corporation; IRAs; safe deposit box rentals; bank money orders; and electronic funds transfer services, including wire transfers and automated teller machines. We maintain a diversified loan portfolio and make no foreign or energy-related loans.
While we have decentralized certain of our management responsibilities, we maintain efficient centralized operating systems. As a result, corporate policy, strategy and certain administrative policies are established by our board of directors, while lending and community-specific marketing decisions are made primarily by each bank to allow it to respond to differing needs and demands of its own market. Data processing functions are centralized in ABC’s data processing division located in Moultrie, Georgia. Within this framework, the Banks focus on providing personalized services and quality products to their customers to meet the needs of the communities they serve. Our objective is to establish ABC as a major financial institution in Southern Georgia, Southeastern Alabama and Northern Florida. Management has pursued this objective through an acquisition-oriented growth strategy and a prudent operating strategy.
As a bank holding company, we perform central data processing functions, purchasing and other common functions and provides certain management services for our Banks. Traditional banking services are conducted by the Banks.
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Our Subsidiaries
Following is a list of our Banks, the market areas served by the Banks and the estimated relative size of the Banks as compared with their major competitors.
Principal Market Area
Estimated Relative Size Among Competitors
Moultrie and Colquitt County, Georgia
Second largest of seven banks in Colquitt County, Georgia
Quitman and Brooks County, Georgia and Valdosta and Lowndes County, Georgia
Second largest of four banks in Brooks County, Georgia
Coolidge, Thomasville and Thomas County, Georgia
Fifth largest of seven banks in Thomas County, Georgia
Tifton and Tift County, Georgia, Ocilla and Irwin County, Georgia, Douglas and Coffee County, Georgia
Third largest of seven banks in Tift County, Georgia
Cairo and Grady County, Georgia, Meigs and Thomas County, Georgia
Second largest of six banks in Grady County, Georgia
Dothan, Abbeville, Clayton, Eufaula and Headland, Alabama
Fifth largest of eleven banks in Houston County, Alabama
Cordele and Crisp County, Georgia
Third largest of five banks in Crisp County, Georgia
Albany and Dougherty County, Georgia and Lee County, Georgia
Fifth largest of nine banks in Dougherty County, Georgia
Donalsonville and Seminole County, Georgia and Colquitt and Miller County, Georgia
Second largest of three banks in Seminole County, Georgia
Trenton and Gilchrist County, Florida and Newberry and Alachua County, Florida
Largest of three banks in Gilchrist County, Florida
Brunswick, St. Simons Island, Jekyll Island and Glynn County, Georgia
Fourth largest of eight banks in Glynn County, Georgia
All of the Banks offer traditional loan and deposit services discussed elsewhere in this Annual Report on Form 10-K. Only American Banking Company provides trust services directly to its customers and to the customers of the other subsidiary banks. All of the Banks maintain correspondent relationships with other commercial banks and the Federal Home Loan Bank of Atlanta. As compensation for services provided by the correspondent banks, the Banks maintain certain balances in noninterest-bearing accounts with those banks. The principal correspondent bank for all of the Banks is SunTrust Bank in Atlanta, Georgia.
On August 30, 2001, ABC formed ABC Bancorp Capital Trust I, a Delaware statutory trust and a wholly-owned subsidiary of ABC (the “Trust”), for the purpose of (i) issuing and selling its common securities to ABC and its trust preferred securities to the public, and (ii) using the proceeds from the sale of the trust preferred securities to purchase 9.00% Subordinated Debentures (the “Subordinated Debentures”) from ABC. In the quarter ended December 31, 2001, the Trust sold its securities and used the proceeds to purchase the Subordinated Debentures, which are the sole asset of the Trust. ABC pays interest on the Subordinated Debentures to the Trust at the end of each quarter at an annual rate of 9.00%, which is equal to the dividend rate payable by the Trust to the holders of its preferred securities. The cost of the issuance of the Trust’s preferred securities is treated as a deferred asset and will be amortized over the life of the securities. Following the offer and sale of the Trust’s securities, ABC owned and currently holds all of the outstanding common securities of the Trust, its only voting securities, and as a result the Trust is a subsidiary of the Company. See the Notes to ABC’s Consolidated Financial Statements included in this annual report for a further discussion regarding the issuance of Trust’s preferred securities.
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Our Market Areas and Competition
Our market area is located in Southern Georgia, Southeastern Alabama and Northern Florida. The Banks’ main offices and larger branches are located in the southern Georgia cities of Albany, Brunswick, Cairo, Colquitt, Cordele, Donalsonville, Douglas, Jekyll Island, Moultrie, Ocilla, Quitman, St. Simons Island, Thomasville, Tifton and Valdosta, the southern Alabama cities of Abbeville, Clayton, Dothan, Eufaula and Headland and the northern Florida cities of Trenton and Newberry. The Banks have a total of 35 offices located in either the cities or counties in which the main offices are located or in nearby cities.
We have subsidiary banks in several high-growth market areas that offer favorable growth and profitability potential, including banks in the cities of Valdosta, Tifton and Cordele, which are located along the I-75 corridor of Georgia, a major north-south transportation artery. We also have banks in Albany, Georgia and Dothan, Alabama, both of which are developing commercial and industrial “hubs” where residents of the numerous smaller, surrounding cities find jobs, entertainment, consumer products and services and medical services.
The banking industry in Georgia, Alabama and Florida is highly competitive. In recent years, intense market demands, economic pressures, fluctuating interest rates and increased customer awareness of product and service differences among financial institutions have forced banks to diversify their services and become more cost effective. Each of the Banks faces strong competition in attracting deposits and making loans. Their most direct competition for deposits comes from other commercial banks, thrift institutions, credit unions and issuers of securities such as brokerage firms. Interest rates, convenience of office locations and marketing are all significant factors in the Banks’ competition for deposits.
Competition for loans comes from other commercial banks, thrift institutions, savings banks, insurance companies, consumer finance companies, credit unions and other institutional lenders. Our Banks compete for loan originations through the interest rates and loan fees they charge and the efficiency and quality of services they provide. Competition is affected by the general availability of lendable funds, general and local economic conditions, current interest rate levels and other factors that are not readily predictable.
Management expects that competition will become more intense in the future due to changes in state and federal laws and regulations and the entry of additional bank and nonbank competitors. See “Supervision and Regulation”.
Lending Policy
We have sought to maintain a comprehensive lending policy that meets the credit needs of each of the communities served by the Banks, including low- and moderate-income customers, and to employ lending procedures and policies consistent with this approach. All loans are subject to our written loan policy, which is reviewed annually, updated as needed, and provides that lending officers have sole authority to approve loans of various maximum amounts commensurate with their seniority and experience. Each bank’s president has sole discretion to approve loans in varying principal amounts up to specified limits established for each president. Each bank’s board of directors reviews and approves loans that exceed management’s lending authority and, in certain instances, other types of loans. New credit extensions are reviewed daily by each bank’s senior management and at least monthly by its board of directors.
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The lending officers at each bank have authority to make loans only in the county in which the Bank is located and its contiguous counties. Occasionally, the loan committee of the Company will approve a loan for purposes outside of the market area of our Banks, provided the Bank has established a relationship with the borrower by making loans for purposes within the Banks’ market area. Our lending policy requires analysis of the borrower’s projected cash flow and ability to service the debt. For agricultural loans, the lending officer visits the borrower regularly during the growing season and re-evaluates the loan in light of the borrower’s updated cash flow projections. Each subsidiary bank is assigned an approval limit by the holding company, which serves as the maximum limit of new extensions of credit each Bank can approve. That approval limit is reviewed annually by the Holding Company and adjusted as needed. All extensions of credit in excess of the Banks’ internal approval limits are reviewed by ABC’s Senior Credit Officer. Further approval by a Holding Company loan committee may also be needed. Under our ongoing loan review program, all loans are subject to sampling and objective review by an assigned loan reviewer who is independent of the originating loan officer.
We actively market our services to qualified lending customers in both the commercial and consumer sectors. Our commercial lending officers actively solicit the business of new companies entering the market as well as longstanding members of that market’s business community. Through personalized professional service and competitive pricing, we have been successful in attracting new commercial lending customers. At the same time, we actively advertise our consumer loan products and continually seek to make our lending officers more accessible.
Each bank continually monitors its loan portfolio to identify areas of concern and to enable management to take corrective action when necessary. Each bank’s lending officers and board of directors meet periodically to review all past due loans, the status of large loans and certain other matters. Individual lending officers are responsible for reviewing collection of past due amounts and monitoring any changes in the financial status of the borrowers.
Lending Activities
General. We provide a broad range of commercial and retail lending services to corporations, partnerships and individuals, including agricultural, commercial business loans, commercial and residential real estate construction and mortgage loans, loan participations, consumer loans, revolving lines of credit and letters of credit. The loan department of each bank makes loans to consumers and originates and services residential mortgages.
Real Estate Loans. Our real estate loans are for a term of years, although rarely more than ten, over which period the principal thereof is amortized, and are generally secured by residential real estate, farmland or commercial real estate. Real estate related loans represent a significant portion of the loan portfolio.
Agricultural Loans. Our agricultural loans are made to finance crop production expenses and to finance the purchase of farm-related equipment or farmland. Agricultural loans typically involve seasonal fluctuations in amounts. Although we typically look to an agricultural borrower’s cash flow as the principal source of repayment, agricultural loans are also generally secured by a security interest in the crops or the farm-related equipment and, in some cases, an assignment of crop insurance or a mortgage on real estate. In addition, a portion of our agricultural loans are guaranteed by the FmHA Guaranteed Loan Program.
Commercial and Industrial Loans. General commercial and industrial loans consist of loans made primarily to manufacturers, wholesalers and retailers of goods, service companies and other industries. Management believes that a significant portion of these loans are, to varying degrees, agricultural-related. The Banks have also generated loans which are guaranteed by the U. S. Small Business Administration. Management believes that making such loans helps the local community and also provides ABC with a source of income and solid future lending relationships as such businesses grow and prosper. The primary repayment risk for commercial loans is the failure of the business due to economic or financial factors. Although we typically look to a commercial borrower’s cash flow as the principal source of repayment for such loans, some commercial loans are secured by inventory, equipment, accounts receivable and other assets.
Consumer Lending. Our consumer loans include motor vehicle, home improvement, home equity, student and signature loans and small personal credit lines. Many of our Banks also offer credit cards to their customers via a marketing agreement with MBNA.
Compliance with Community Reinvestment Act. Each of our Banks has a Community Reinvestment Act Officer who develops and oversees that Bank’s Community Reinvestment Act program and makes quarterly reports to that Bank’s board of directors. The Banks regularly sponsor or participate in community programs designed to ascertain and meet the credit needs of each of the communities they serve, including low and moderate income neighborhoods. Some of these activities include participating in community meetings to explain the availability of Small Business Administration, Farmers’ Home Loan Administration and Regional Development Center loans, and sponsoring educational seminars for area farmers. In addition, each of our Georgia Banks participate in the Georgia Residential Finance Authority program which makes low interest rate loans to rehabilitate low income rental housing.
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Trust Services
We provide personal trust and employee benefit services to our customers through a contractual arrangement with Reliance Trust Company.
Deposits
Checking, savings, NOW and money market accounts and other time accounts are the primary sources of the Banks’ funds for loans and investments. Our Banks obtain most of their deposits from individuals and from businesses in their respective market areas.
Our Banks have not had to attract new or retain old deposits by paying depositors rates of interest on certificates of deposit, money market and other interest-bearing accounts significantly above rates paid by other banks in our respective market areas. In the future, increasing competition among banks in our market areas may cause our Banks’ interest margins to shrink. The Banks have never accepted deposits for which a broker’s commission was paid.
Investment Activities
Our investment policy is designed to maximize income from funds not needed to meet loan demand in a manner consistent with appropriate liquidity and risk objectives. Under this policy, our Banks may invest in federal, state and municipal obligations, corporate obligations, public housing authority bonds, industrial development revenue bonds and Government National Mortgage Association (“GNMA”) securities and satisfactorily rated trust preferred obligations. Our Banks’ investments must satisfy certain investment quality criteria. Our Bank’s investments must be rated at least “BAA” by either Moody’s or Standard and Poor’s. Securities rated below “A” are periodically reviewed for creditworthiness. Our Banks may purchase non-rated municipal bonds only if the issuer of such bonds is located in a Bank’s general market area and such bonds are determined by the purchasing Bank to have a credit risk no greater than the minimum ratings referred to above. Industrial development authority bonds, which normally are not rated, are purchased only if the issuer is located in the purchasing Bank’s market area and if the bonds are considered to possess a high degree of credit soundness. Our Banks typically have not purchased a significant amount of GNMA securities, which normally have higher yields than our Banks’ other investments.
While our investment policy permits the Banks to trade securities to improve the quality of yields or marketability or to realign the composition of the portfolio, the Banks historically have not done so to any significant extent.
Our investment committee implements the investment policy and portfolio strategies, monitors the portfolio and reports to each Bank’s board and ALCO committees. Reports on all purchases, sales, net profits or losses and market appreciation or depreciation of the bond portfolio are reviewed by our boards of directors each month. Once a year, the written investment policy is reviewed by our board of directors.
The Banks’ securities are kept in safekeeping accounts at correspondent banks.
Asset/Liability Management
Our objective is to manage our assets and liabilities to provide a satisfactory, consistent level of profitability within the framework of established cash, loan, investment, borrowing and capital policies. The overall philosophy of our management is to support asset growth primarily through growth of core deposits, which include deposits of all categories made by individuals, partnerships, corporations and other entities. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
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Properties
The table below sets forth the location, size and other information with respect to ABC’s real properties. Except for the leased Jekyll Island property and two locations in Dothan, Alabama, all properties are owned by ABC or the Banks and are unencumbered.
Used By
Approximate Square Footage
ABC
7,000
2,200
4,000
15,500
5,580
ABC and American Bank
7,048
American Bank
9,000
5,500
3,860
3,973
300
Heritage Bank
11,530
1,100
3,462
Thomas Bank
4,800
Citizens Security Bank
11,700
11,000
10,000
3,100
Cairo Bank
1,000
2,700
Southland Bank
21,918
2,500
5,300
4,500
2,650
2,037
Central Bank
5,800
1,300
First National Bank
8,750
M & F Bank
8,800
840
4,672
Tri-County Bank
3,933
First Bank of Brunswick
8,500
4,100
7,500
2,305
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Employees
At December 31, 2002, ABC and our Banks employed approximately 500 employees. We consider our relationship with our employees to be satisfactory.
We have adopted one retirement plan for our employees, the ABC Bancorp 401(k) Profit Sharing Plan. This plan provides deferral of compensation by our employees and contributions by ABC. ABC and our Banks made contributions for all eligible employees in 2002. We also maintain a comprehensive employee benefits program providing, among other benefits, hospitalization and major medical insurance and life insurance. Management considers these benefits to be competitive with those offered by other financial institutions in our market areas. Our employees are not represented by any collective bargaining group.
SUPERVISION AND REGULATION
General
As a bank holding company, we are subject to the regulation, supervision and reporting requirements of the Federal Reserve Board, the Georgia Department of Banking and Finance, the Alabama State Banking Department and the Florida Department of Banking and Finance. Our Banks are Georgia, Alabama, Florida and federally chartered banks. The FDIC to the full extent permitted by law insures each of our Banks. As a result, our Banks are subject to the supervision, examination and reporting requirements of the Georgia Department of Banking and Finance, the Alabama State Banking Department, the Florida Department of Banking and Finance, the FDIC and the OCC.
The Bank Holding Company Act requires every bank holding company to obtain the prior approval of the Federal Reserve before:
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it may acquire direct or indirect ownership or control of any voting shares of any bank if, after the acquisition, the bank holding company will directly or indirectly own or control more than 5% of the voting shares of the bank;
it or any of its subsidiaries, other than a bank, may acquire all or substantially all of the assets of any bank; or
it may merge or consolidate with any other bank holding company.
The Bank Holding Company Act further provides that the Federal Reserve may not approve any transaction that would result in a monopoly or that would substantially lessen competition in the banking business, unless the public interest in meeting the needs of the communities to be served outweighs the anti-competitive effects. The Federal Reserve is also required to consider the financial and managerial resources and future prospects of the bank holding companies and banks involved and the convenience and needs of the communities to be served. Consideration of financial resources generally focuses on capital adequacy, and consideration of convenience and needs issues focuses, in part, on the performance under The Community Reinvestment Act of 1997, both of which are discussed in more detail.
The Bank Holding Company Act generally prohibits a bank holding company from engaging in activities other than:
banking;
managing or controlling banks or other permissible subsidiaries; and
acquiring or retaining direct or indirect control of any company engaged in any activities other than activities closely related to banking or managing or controlling banks.
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General (Continued)
The activities in which holding companies and their affiliates are permitted to engage were substantially expanded by The Gramm-Leach-Bliley Act, which was signed on November 12, 1999. The Gramm-Leach-Bliley Act repeals the anti-affiliation provisions of The Glass-Steagall Act to permit the common ownership of commercial banks, investment banks and insurance companies. The Gramm-Leach-Bliley Act also amends The Bank Holding Company Act to permit a financial holding company to, among other things, engage in any activity that the Federal Reserve determines to be (i) financial in nature or incidental to such financial activity or (ii) complementary to a financial activity and not a substantial risk to the safety and soundness of depository institutions or the financial system generally. The Federal Reserve must consult with the Secretary of the Treasury in determining whether an activity is financial in nature or incidental to a financial activity. Holding companies may continue to own companies conducting activities which had been approved by federal order or regulation on the day before The Gramm-Leach-Bliley Act was enacted. Effective August 24, 2000, pursuant to a previously-filed election with the Federal Reserve, ABC became a financial holding company.
In determining whether a particular activity is permissible, the Federal Reserve considers whether performing the activity can be expected to produce benefits to the public that outweigh possible adverse effects, such as undue concentration of resources, decreased or unfair competition, conflicts of interest or unsound banking practices. The Federal Reserve has the power to order a bank holding company or its subsidiaries to terminate any activity or control of any subsidiary when the continuation of the activity or control constitutes a serious risk to the financial safety, soundness or stability of any bank subsidiary of that bank holding company.
Our Banks are also subject to numerous state and federal statues and regulations that affect their business, activities and operations, and each is supervised and examined by one or more state or federal bank regulatory agencies. The FDIC, the OCC, the Georgia Department of Banking and Finance, the Alabama State Banking Department and the Florida Department of Banking and Finance regularly examine the operations of our Banks and are given the authority to approve or disapprove mergers, consolidations, the establishment of branches and similar corporate actions. The FDIC, the OCC, the Georgia Department of Banking and Finance, the Alabama State Banking Department and the Florida Department of Banking and Finance also have the power to prevent the continuance or development of unsafe or unsound banking practices or other violations of law.
Payment of Dividends and Other Restrictions
ABC is a legal entity separate and distinct from its subsidiaries. There are various legal and regulatory limitations under federal and state law on the extent to which our subsidiaries can pay dividends or otherwise supply funds to ABC.
The principal source of ABC’s cash revenues is dividends from its subsidiaries, and there are certain limitations under federal and state laws on the payment of dividends by our subsidiaries. The prior approval of applicable regulatory authorities, as the case may be, is required if the total dividends declared by any subsidiary Bank in any calendar year exceeds the Bank’s net profits (as defined) for that year combined with its retained net profits for the preceding two calendar years, less any required transfers to surplus or a fund for the retirement of any preferred stock or 50% of the Bank’s net profits for the previous year in the case of Georgia banks. The relevant federal and state regulatory agencies also have authority to prohibit a state member bank or bank holding company, which would include ABC and its Banks, from engaging in what, in the opinion of such regulatory body, constitutes an unsafe or unsound practice in conducting its business. The payment of dividends could, depending upon the financial condition of the subsidiary, be deemed to constitute such an unsafe or unsound practice.
Under Georgia law (which would apply to any payment of dividends by the Georgia Banks to ABC), the prior approval of the Georgia Department of Banking and Finance is required before any cash dividends may be paid by a state bank if: (i) total classified assets at the most recent examination of such bank exceed 80% of the equity capital (as defined, which includes the reserve for loan losses) of such bank; (ii) the aggregate amount of dividends declared or anticipated to be declared in the calendar year exceeds 50% of the net profits (as defined) for the previous calendar year; or (iii) the ratio of equity capital to adjusted total assets is less than 6%.
Retained earnings of our Banks available for payment of cash dividends under all applicable regulations without obtaining governmental approval were approximately $10.4 million as of December 31, 2002.
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Payment of Dividends and Other Restrictions (Continued)
In addition, our Banks are subject to limitations under Section 23A of the Federal Reserve Act with respect to extensions of credit to, investments in, and certain other transactions with, ABC. Furthermore, loans and extensions of credit are also subject to various collateral requirements.
The Federal Reserve has issued a policy statement on the payment of cash dividends by bank holding companies, which expresses the Federal Reserve’s view that a bank holding company should pay cash dividends only to the extent that the holding company’s net income for the past year is sufficient to cover both the cash dividends and a rate of earning retention that is consistent with the holding company’s capital needs, asset quality and overall financial condition. The Federal Reserve also indicated that it would be inappropriate for a holding company experiencing serious financial problems to borrow funds to pay dividends. Furthermore, under the prompt corrective action regulations adopted by the Federal Reserve, the Federal Reserve may prohibit a bank holding company from paying any dividends if one or more of the holding company’s bank subsidiaries are classified as undercapitalized.
Bank holding companies are required to give the Federal Reserve prior written notice of any purchase or redemption of its outstanding equity securities if the gross consideration for the purchase or redemption, when combined with the net consideration paid for all such purchases or redemptions during the preceding 12 months, is equal to 10% or more of their consolidated net worth. The Federal Reserve may disapprove such a purchase or redemption if it determines that the proposal would constitute an unsafe or unsound practice or would violate any law, regulation, Federal Reserve order, or any condition imposed by, or written agreement with, the Federal Reserve. This notification requirement does not apply to any company that meets the well-capitalized standard for commercial banks, has a safety and soundness examination rating of at least a “2” and is not subject to any unresolved supervisory issues. As of December 31, 2002, ABC meets these requirements.
Capital Adequacy
ABC must comply with the Federal Reserve’s established capital adequacy standards, and our Banks are required to comply with the capital adequacy standards established by the FDIC and the OCC. The Federal Reserve has promulgated two basic measures of capital adequacy for bank holding companies: a risk-based measure and a leverage measure. A bank holding company must satisfy all applicable capital standards to be considered in compliance.
The risk-based capital standards are designed to:
make regulatory capital requirements more sensitive to differences in risk profile among banks and bank holding companies;
account for off-balance-sheet exposure; and
minimize disincentives for holding liquid assets.
Assets and off-balance-sheet items are assigned to broad risk categories, each with appropriate weights. The resulting capital ratios represent capital as a percentage of total risk-weighted assets and off-balance-sheet items.
The minimum guideline for the ratio of total capital to risk-weighted assets is 8%. At least half of total capital must be comprised of Tier 1 Capital, which is common stock, undivided profits, minority interests in the equity accounts of consolidated subsidiaries and noncumulative perpetual preferred stock, less goodwill and certain other intangible assets. The remainder may consist of Tier 2 Capital, which is subordinated debt, other preferred stock and a limited amount of loan loss reserves. During 2001, we increased our consolidated ratios by issuing trust preferred securities in the amount of $34,500,00. At December 31, 2002, $27,434,000 (25% of total Tier 1 Capital) was included in Tier 1 Capital and the balance included in Tier 2 Capital. At December 31, 2002, ABC’s total risk-based capital ratio and its Tier 1 risk-based capital ratio were 14.87% and 12.79%, respectively.
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Capital Adequacy (Continued)
In addition, the Federal Reserve has established minimum leverage ratio guidelines for bank holding companies. These guidelines provide for a minimum ratio of Tier 1 Capital to average assets, less goodwill and certain other intangible assets, of 3% for bank holding companies that meet specified criteria. All other bank holding companies generally are required to maintain a minimum leverage ratio of 4%. ABC’s ratio at December 31, 2002 was 9.49%. The guidelines also provide that bank holding companies experiencing internal growth or making acquisitions will be expected to maintain strong capital positions substantially above the minimum supervisory levels without significant reliance on intangible assets. Furthermore, the Federal Reserve has indicated that it will consider a “tangible Tier 1 Capital leverage ratio” and other indicia of capital strength in evaluating proposals for expansion or new activities. The Federal Reserve has not advised ABC of any specific minimum leverage ratio or tangible Tier 1 Capital leverage ratio applicable to it.
Our Banks are subject to risk-based and leverage capital requirements adopted by the FDIC and the OCC that are substantially similar to those adopted by the Federal Reserve for bank holding companies. All of our Banks were in compliance with applicable minimum capital requirements as of December 31, 2002.
Neither ABC nor any of our Banks has been advised by any federal banking agency of any specific minimum capital ratio requirement applicable to it.
In January 2001, the Basel Committee on Banking Supervision issued a second consultative paper entitled “Proposal for a New Basel Capital Accord”. This proposal, which will apply to all banks and holding companies that are parents of banking groups, is expected to be finalized by the end of 2003. Implementation of this new framework, to the extent it is adopted and promulgated by the Federal Reserve, is expected to begin at the end of 2006. The Company is monitoring the status and progress of this proposal.
Failure to meet capital guidelines could subject a bank to a variety of enforcement remedies, including issuance of a capital directive, the termination of deposit insurance by the FDIC, a prohibition on taking brokered deposits, and certain other restrictions on its business. As described below, the FDIC can impose substantial additional restrictions upon FDIC-insured depository institutions that fail to meet applicable capital requirements.
Prompt Corrective Action
The Federal Deposit Insurance Act (or “FDI Act”), among other things, requires the federal regulatory agencies to take “prompt corrective action” if a depository institution does not meet minimum capital requirements. The FDI Act establishes five capital tiers: “well capitalized”, “adequately capitalized”, “undercapitalized”, “significantly undercapitalized” and “critically undercapitalized”. A depository institution’s capital tier will depend upon how its capital levels compare to various relevant capital measures and certain other factors, as established by regulation.
The federal bank regulatory agencies have adopted regulations establishing relevant capital measurers and relevant capital levels applicable to FDIC-insured banks. The relevant capital measures are the Total Capital ratio, Tier 1 Capital ratio and the leverage ratio. Under the regulations, a FDIC-insured bank will be:
“well capitalized” if it has a Total Capital ratio of 10% or greater, a Tier 1 Capital ratio of 6% or greater and a leverage ratio of 5% or greater and is not subject to any order or written directive by the appropriate regulatory authority to meet and maintain a specific capital level for any capital measure;
“adequately capitalized” if it has a Total Capital ratio of 8% or greater, a Tier 1 Capital ratio of 4% or greater and a leverage ratio of 4% or greater (3% in certain circumstances) and is not “well capitalized”;
“undercapitalized” if it has a Total Capital ratio of less than 8%, a Tier 1 Capital ratio of less than 4% or a leverage ratio of less than 4% (3% in certain circumstances);
“significantly undercapitalized” if it has a Total Capital ratio of less than 6%, a Tier 1 Capital ratio of less than 3% or a leverage ratio of less than 3%; and
“critically undercapitalized” if its tangible equity is equal to or less than 2% of average quarterly tangible assets.
An institution may be downgraded to, or deemed to be in, a capital category that is lower than is indicated by its capital ratios if it is determined to be in an unsafe or unsound condition or if it receives an unsatisfactory examination rating with respect to certain matters. As of December 31, 2002, all of ABC’s Banks had capital levels that qualify as “well capitalized” under such regulations.
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Prompt Corrective Action (Continued)
The FDI Act generally prohibits an FDIC-insured bank from making a capital distribution (including payment of a dividend) or paying any management fee to its holding company if the bank would thereafter be “undercapitalized”. “Undercapitalized” banks are subject to growth limitations and are required to submit a capital restoration plan. The federal regulators may not accept a capital plan without determining, among other things, that the plan is based on realistic assumptions and is likely to succeed in restoring the bank’s capital. In addition, for a capital restoration plan to be acceptable, the bank’s parent holding company must guarantee that the institution will comply with such capital restoration plan. The aggregate liability of the parent holding company is limited to the lesser of: (i) an amount equal to 5% of the bank’s total assets at the time it became “undercapitalized”; and (ii) the amount which is necessary (or would have been necessary) to bring the institution into compliance with all capital standards applicable with respect to such institution as of the time it fails to comply with the plan. If a bank fails to submit an acceptable plan, it is treated as if it is “significantly undercapitalized”.
“Significantly undercapitalized” insured banks may be subject to a number of requirements and restrictions, including orders to sell sufficient voting stock to become “adequately capitalized”, requirements to reduce total assets and the cessation of receipt of deposits from correspondent banks. “Critically undercapitalized” institutions are subject to the appointment of a receiver or conservator. A bank that is not “well capitalized” is also subject to certain limitations relating to so-called “brokered” deposits.
Community Reinvestment Act
The Community Reinvestment Act requires federal bank regulatory agencies to encourage financial institutions to meet the credit needs of low- and moderate-income borrowers in their local communities. An institution’s size and business strategy determines the type of examination that it will receive. Large, retail-oriented institutions are examined using a performance-based lending, investment and service test. Small institutions are examined using a streamlined approach. All institutions may opt to be evaluated under a strategic plan formulated with community input and pre-approved by the bank regulatory agency.
The Community Reinvestment Act regulations provide for certain disclosure obligations. Each institution must post a notice advising the public of its right to comment to the institution and its regulator on the institution’s Community Reinvestment Act performance and to review the institution’s Community Reinvestment Act public file. Each lending institution must maintain for public inspection a file that includes a listing of branch locations and services, a summary of lending activity, a map of its communities and any written comments from the public on its performance in meeting community credit needs. The Community Reinvestment Act requires public disclosure of a financial institution’s written Community Reinvestment Act evaluations. This promotes enforcement of Community Reinvestment Act requirements by providing the public with the status of a particular institution’s community reinvestment record.
The Gramm-Leach-Bliley Act made various changes to The Community Reinvestment Act. Among other changes, Community Reinvestment Act agreements with private parties must be disclosed and annual Community Reinvestment Act reports must be made to a bank’s primary federal regulator. A bank holding company will not be permitted to become a financial holding company and no new activities authorized under The Gramm-Leach-Bliley Act may be commenced by a holding company or by a bank financial subsidiary if any of its bank subsidiaries received less than a “satisfactory” Community Reinvestment Act rating in its latest Community Reinvestment Act examination.
Privacy
Financial institutions are required to disclose their policies for collecting and protecting confidential information. Customers generally may prevent financial institutions from sharing personal financial information with nonaffiliated third parties except for third parties which market the institutions’ own products and services. Additionally, financial institutions generally may not disclose consumer account numbers to any nonaffiliated third party for use in telemarketing, direct mail marketing or other marketing through electronic mail to consumers.
The Gramm-Leach-Bliley Act also includes provisions to protect consumer privacy by prohibiting banks from disclosing non-public, personal, financial information to unaffiliated parties without the consent of the customer, and by requiring annual disclosure of the Banks’ privacy policies. Each Bank’s primary regulator is responsible for promulgating rules to implement these provisions.
11
Legislative and Regulatory Changes
The Gramm-Leach-Bliley Act allows bank holding companies that are “well managed” and “well capitalized” and whose depositor subsidiaries have “satisfactory” or better Community Reinvestment Act ratings to become financial holding companies that may engage in a substantially broader range of nonbanking activities than are currently permissible, including insurance underwriting and securities activities. Effective August 24, 2000, ABC became a financial holding company.
Fiscal and Monetary Policy
Banking is a business which depends on interest rate differentials. In general, the difference between the interest paid by a bank on its deposits and its other borrowings, an the interest received by an bank on its loans and securities holdings, constitutes the major portion of a bank’s earnings. Thus, the earnings and growth of ABC will be subject to the influence of economic conditions generally, both domestic and foreign, and also to the monetary and fiscal policies of the United States and its agencies, particularly the Federal Reserve. The Federal Reserve regulates the supply of money through various means, including open market dealings in United States government securities, the discount rate at which banks may borrow from the Federal Reserve and the reserve requirements on deposits. The nature and timing of any changes in such policies and their effect on ABC cannot be predicted.
Current and future legislation and the policies established by federal and state regulatory authorities will affect ABC’s future operations. Banking legislation and regulations may limit our growth and the return to our investors by restricting certain of our activities.
In addition, capital requirements could be changed and have the effect of restricting our activities or requiring additional capital to be maintained. We cannot predict what changes, if any, will be made to existing federal and state legislation and regulations or the effect that such changes may have on ABC’s business.
Federal Home Loan Bank System
All of our Banks have correspondent relationships with the Federal Home Loan Bank of Atlanta (“FHLB Atlanta”), which is one of 12 regional Federal Home Loan Banks (or “FHLBs”) that administer the home financing credit function of savings companies. Each FHLB serves as a reserve or central bank for its members within its assigned region. FHLBs are funded primarily from proceeds derived from the sale of consolidated obligations of the FHLB System and make loans to members (i.e., advances) in accordance with policies and procedures, established by the Board of Directors of the FHLB which are subject to the oversight of the Federal Housing Finance Board. All advances from the FHLB are required to be fully secured by sufficient collateral as determined by the FHLB. In addition, all long-term advances are required to provide funds for residential home financing.
FHLB Atlanta provides certain services to certain of our Banks such as processing checks and other items, buying and selling Federal funds, handling money transfers and exchanges, shipping coin and currency, providing security and safekeeping of funds or other valuable items, and furnishing limited management information and advice. As compensation for these services, the Banks maintain certain balances with FHLB Atlanta in noninterest-bearing accounts.
Under federal law, the FHLBs are required to provide funds for the resolution of troubled savings companies and to contribute to low- and moderately-priced housing programs through direct loans or interest subsidies on advances targeted for community investment and low- and moderate-income housing projects.
Title 6 of the GLB Act, entitled the Federal Home Loan Bank System Modernization Act of 1999 (called the “FHLB Modernization Act”), has amended the Federal Home Loan Bank Act by allowing for voluntary membership and modernizing the capital structure and governance of the FHLBs. The new capital structure established under the FHLB Modernization Act sets forth new leverage and risk-based capital requirements based on permanence of capital. It also requires some minimum investment in the stock of the FHLBs of all member entities. Capital will include retained earnings and two forms of stock: Class A stock redeemable within six months, written notice and Class B stock redeemable within five years written notice. The FHLB Modernization Act provides a transition period to the new capital regime, which will not be effective until the FHLBs enact implementing regulations. The FHLB Modernization Act also reduces the period of time in which a member exiting the FHLB system must stay out of the system.
12
ITEM 2. PROPERTIES
The principal properties of ABC consist of the properties of the Banks. For a description of the properties of the Banks, see “Item 1 - Business of ABC and the Banks - Properties” included elsewhere in this Annual Report.
ITEM 3. LEGAL PROCEEDINGS
Neither ABC nor any of the Banks is a party to, nor is any of their property the subject of, any material pending legal proceedings, other than ordinary routine proceedings incidental to the business of the Banks, nor to the knowledge of the management of ABC are any such proceedings contemplated or threatened against it or the Banks.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS
No matters were submitted to a vote of ABC’s shareholders during the fourth quarter of 2002.
ITEM 4.5 EXECUTIVE OFFICERS
The following table sets forth certain information with respect to the executive officers of ABC.
Position with the Registrant
Principal Occupation for the Last Five Years and Other Directorships
President and Chief Executive Officer, Director and Chairman of the Board
Chairman of the Board of ABC since May 2001, Chief Executive Officer since 1994 and President from 1981 to May 2001 and since August 2002. Mr. Hunnicutt served as Senior President of American Banking Company from 1989 to 1991 and as President of American Banking Company from 1975 to 1989. From 1985 to May 2002, he served as a director on each of the subsidiary bank boards.
Executive Vice President and Chief Financial Officer
Executive Vice President and Chief Financial Officer of ABC since January 1, 1995. Mr. Lane served as Controller of First Liberty Bank, Macon, Georgia from August 1992 to December 1994. Mr. Lane was associated with Mauldin & Jenkins, Certified Public Accountants, from 1985 to 1992, where he served as an audit manager from 1989 to 1992.
Executive Vice President and Regional Bank Executive for Southern Division, Director of Credit Administration
Executive Vice President and Regional Bank Executive for Southern Division since September 2002. Director of Credit Administration since March 1999. Senior Vice President of ABC from March 1999 to August 2002. Since September 2002, Mr. Edwards has served on the Board of each of the subsidiary banks in the Southern Division. Mr. Edwards served as the Manager of Loan Review of the GA/TN region of Nations Bank from March 1993 to March 1999.
Executive Vice President and Regional Bank Executive for Northern Division, President and Chief Executive Officer of Citizens Security Bank
Executive Vice President and Regional Bank Executive for Northern Division since September 2002. President and Chief Executive Officer and Director of Citizens Security Bank since April 1998. Mr. Hortman has served on Board of each of the subsidiary banks in the Northern Division since September 2002. Mr. Hortman served as SVP of Colony Bankcorp and President of Colony Management Services from September 1992 to April 1998.
Executive Vice President and Director of Human Resources and Corporate Secretary
Executive Vice President since May 2002 and Director of Human Resources and Corporate Secretary since May 2000. Senior Vice President of ABC from May 2000 to May 2002 and Vice President and Assistant Corporate Secretary from April 1992 to May 2000.
Officers serve at the discretion of the Board of Directors.
13
PART II
ITEM 5.
MARKET FOR THE REGISTRANT’S COMMON STOCK AND RELATED SECURITY HOLDER MATTERS
(a)
The Common Stock is listed on the Nasdaq National Market System (or “Nasdaq-NMS”) under the symbol “ABCB”. The following table sets forth: (a) the high and low bid prices for the common stock as quoted on Nasdaq-NMS during 2002 and 2001; and (b) the amount of quarterly dividends declared on the common stock during the periods indicated.
Bid Prices
Cash Dividends Declared
High
Low
$
14.70
12.92
.12
16.50
13.10
15.24
11.05
14.14
12.50
12.00
9.13
12.62
11.00
13.50
11.06
13.95
12.15
(b)
As of March 1, 2003, there were approximately 2,040 holders of record of the Common Stock, excluding individuals in security position listings.
(c)
ABC paid annual dividends on its common stock of $.48 per share for fiscal years 2002 and 2001.
14
SELECTED CONSOLIDATED FINANCIAL INFORMATION
The following table presents selected consolidated financial information for ABC. The data set forth below are derived from the audited consolidated financial statements of ABC. The selected financial data should be read in conjunction with, and are qualified in their entirety by, the Consolidated Financial Statements and the Notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations included elsewhere herein.
Year Ended December 31,
2002
2001
2000
1999
1998
(Dollars in Thousands, Except Per Share Data)
1,192,477
1,176,886
826,197
789,460
724,946
833,447
805,076
587,381
530,225
477,194
916,185
931,156
679,885
640,658
633,325
184,081
156,835
162,105
146,990
158,869
107,484
104,148
80,656
76,016
71,834
74,453
76,090
68,976
59,991
60,217
28,144
34,904
30,805
24,400
26,444
46,309
41,186
38,171
35,591
33,773
5,574
4,566
1,712
2,154
5,505
15,610
11,725
8,215
7,752
9,376
40,913
34,020
30,233
27,942
27,996
15,432
14,325
14,441
13,247
9,648
5,077
4,692
4,343
4,291
2,735
10,355
9,633
10,098
8,956
6,913
1.05
1.19
1.03
0.79
1.04
10.42
9.66
8.71
8.29
8.59
7.88
8.84
7.84
7.32
0.48
0.46
0.35
0.33
0.90
%
1.00
1.27
1.23
0.99
9.81
10.30
13.19
11.93
10.07
4.38
4.63
5.14
5.31
5.26
66.08
64.30
65.18
64.47
64.88
15
SELECTED CONSOLIDATED FINANCIAL INFORMATION (Continued)
0.68
0.54
0.30
0.62
1.78
1.85
1.67
1.86
2.13
1.11
0.95
1.15
1.99
196.64
124.97
202.18
178.26
116.25
160.74
111.00
175.38
162.59
107.25
90.97
86.46
86.39
82.76
75.35
78.76
90.56
79.05
79.17
74.35
14.38
13.48
13.96
16.12
15.78
9.01
8.85
9.76
9.63
9.91
9.18
9.74
9.59
10.29
45.71
38.66
33.98
41.77
16
SELECTED QUARTERLY FINANCIAL DATA:
Quarters Ended December 31, 2002
17,618
18,866
18,934
19,035
10,843
12,017
12,041
11,408
2,730
2,570
2,883
2,172
.28
.26
.29
.22
Quarters Ended December 31, 2001
19,784
20,310
18,200
17,796
10,719
11,040
9,876
9,551
2,538
2,607
2,190
2,298
.27
.25
17
ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cautionary Statement Regarding Forward-Looking Statements
ABC’s 2002 Annual Report contains forward-looking statements in addition to historical information. ABC cautions that there are various important factors that could cause actual results to differ materially from those indicated in the forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995; accordingly, there can be no assurance that such indicated results will be realized.
The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. In order to comply with the terms of the safe harbor, ABC is required to note the variety of factors that could cause ABC’s actual results and experience to differ materially from the anticipated results or other expectations expressed in ABC’s forward-looking statements. These factors include legislative and regulatory initiatives regarding deregulation and restructuring of the banking industry; the extent and timing of the entry of additional competition in ABC’s markets; potential business strategies, including acquisitions or dispositions of assets or internal restructuring, that may be pursued by ABC, state and federal banking regulations; changes in or application of environmental and other laws and regulations to which ABC is subject; political, legal and economic conditions and developments; financial market conditions and the results of financing efforts; changes in commodity prices and interest rates; weather, natural disasters and other catastrophic events; and other factors discussed in ABC’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K. The words “believe”, “expect”, “anticipate”, “project”, and similar expressions signify such forward-looking statements.
Readers are cautioned not to place undue reliance on any forward-looking statements made by or on behalf of ABC. Any such statement speaks only as of the date the statement was made. ABC undertakes no obligation to update or revise any forward-looking statements. Additional information with respect to factors that may cause results to differ materially from those contemplated by such forward-looking statements is included in the ABC’s current and subsequent filings with the Securities and Exchange Commission.
Our principal asset is the ownership of our Banks. Accordingly, our results of operations are primarily dependent upon the results of operations of our Banks. Our Banks conduct a commercial banking business which consists of attracting deposits from the general public and applying those funds to the origination of commercial, consumer and real estate loans (including commercial loans collateralized by real estate). The Banks’ profitablity depends primarily on net interest income, which is the difference between interest income generated from interest-earning assets (i.e., loans and investments) less the interest expense incurred on interest-bearing liabilities (i.e., customer deposits and borrowed funds). Net interest income is affected by the relative amounts of interest-earning assets and interest-bearing liabilities, and the interest rate paid and earned on these balances. Net interest income is dependent upon the Banks’ interest rate spread, which is the difference between the average yield earned on its interest-earning assets and the average rate paid on its interest-bearing liabilities. When interest-earning assets approximates or exceeds interest-bearing liabilities, any positive interest rate spread will generate interest income. The interest rate spread is impacted by interest rates, deposit flows and loan demand. Additionally, and to a lesser extent, the profitability of the Banks is affected by such factors as the level of noninterest income and expenses, the provision for loan losses and the effective tax rate. Noninterest income consists primarily of service charges on deposit accounts and other fees and income from the sale of loans and investment securities. Noninterest expenses consist of compensation and benefits, occupancy-related expenses and other operating expenses.
18
Results of Operations for Years Ended December 31, 2002, 2001 and 2000
Our results of operations are determined by our ability to effectively manage interest income and expense, to minimize loan and investment losses, to generate noninterest income and to control noninterest expense. Since interest rates are determined by market forces and economic conditions beyond our control, the ability to generate net interest income is dependent upon the ability of the Banks to obtain an adequate spread between the rate earned on interest-earning assets and the rate paid on interest-bearing liabilities. Thus, the key performance measure for net interest income is the interest margin or net yield, which is taxable-equivalent net interest income divided by average earning assets.
The primary component of consolidated earnings is net interest income, or the difference between interest income on interest-earning assets and interest paid on interest-bearing liabilities. The net interest margin is net interest income expressed as a percentage of average interest-earning assets. Interest-earning assets consist of loans, investment securities and federal funds sold. Interest-bearing liabilities consist of deposits, Federal Home Loan Bank borrowings and other short-term borrowings. A portion of interest income is earned on tax-exempt investments such as state and municipal bonds. In an effort to state this tax-exempt income and its resultant yields on a basis comparable to all other taxable investments, an adjustment is made to analyze this income on a taxable-equivalent basis.
The net interest margin decreased 29 basis points to 4.39% in 2002 as compared to 4.68% in 2001. This decrease resulted primarily from the monetary policy pursued by the Federal Reserve during 2002. During 2001 the Federal Reserve reduced the discount rate on 11 separate occasions resulting in a reduction in the prime interest rate a total of 475 basis points from 9.50% on January 1, 2001 to 4.75% on December 31, 2001. The prime interest rate on December 31, 2001 was one-half of the effective rate on January 1, 2001. The Federal Reserve reduced the discount by 50 basis points in November 2002 resulting in the reduction in the prime interest of 50 basis points to 4.25%. As a result of these rate reductions, ABC’s average yield on interest-earning assets decreased 157 basis points to 7.04% in 2002 from 8.61% in 2001. The average interest rate paid on interest-bearing liabilities decreased 152 basis points to 3.06% in 2001 from 4.58% in 2001. Average interest-earning assets increased $169,193,000 or 19.03% to $1,058,221,000 in 2002 from $889,028,000 in 2001. Average loans increased $129,647,000 or 18.57% to $827,939,000 in 2002 from $698,292,000 in 2001. Average yield on loans decreased 148 basis points to 7.85% in 2002 as compared to 9.33% in 2001. Average investments increased $9,953,000 or 6.27% to $168,807,000 in 2002 from $158,854,000 in 2001. Average yield on investments decreased 147 basis points or 22.48% to 5.07% in 2002 as compared to 6.54% in 2001. The significant decrease in yield resulted from a significant decrease in nontaxable securities as a percentage of total securities in our investments portfolio in 2002 as compared to 2001. Average interest-bearing deposits in and federal funds sold to other banks increased $29,593,000 or 92.83% to $61,475,000 in 2002 from $31,882,000 in 2001. Although the average yield on deposits in and federal funds sold to other banks decreased 145 basis points, the reduction in yield did not significantly affect the average yield on earning assets due to the relatively small volume of investments represented by such funds. The increase in average interest-earning assets was funded by an increase in average deposits of $112,895,000 or 14.46% to $893,759,000 in 2002 from $780,864,000 in 2001 and an increase in average other borrowings and trust preferred securities of $64,801,000 or 82.27% to $143,561,000 in 2002 from $78,760,000 in 2001. Average interest paid on total average deposits decreased 185 basis points or 70.88% to 2.62% in 2002 as compared to 4.46% in 2001. Approximately 13% of the total average deposits were noninterest-bearing deposits in 2002 and 2001.
The net interest margin decreased 52 basis points to 4.68% in 2001 as compared to 5.20% in 2000. This decrease in net interest margin resulted primarily from the monetary policy pursued by the Federal Reserve during 2001 as discussed in the prior paragraph. Our average yield on interest-earning decreased 74 basis points to 8.61% in 2001 from 9.35% in 2000. The average rate paid on interest-bearing liabilities decreased 34 basis points to 4.58% in 2001 from 4.92% in 2000. Average interest-earning assets increased $146,017 or 19.65% to $889,028,000 in 2001 from $743,011,000 in 2000. Average loans increased $127,766.000 or 22.39% to $698,292.000 in 2001 from $570,526,000 in 2000. Average yield on loans decreased 89 basis points to 9.33% in 2001 as compared to 10.22% in 2000. Average investments decreased $314,000 or .20% to $158,854,000 in 2001 from $159,168,000 in 2000. Average yield on investments increased 13 basis points or 3.12% to 6.54% in 2001 as compared to 6.41% in 2000. Average interest-bearing deposits in and federal funds sold to other banks increased $18,565,000 or 39.41% to $31,882,000 in 2001 from $13,317,000 in 2000. Although the average yield on deposits in and federal funds sold to other banks decreased 394 basis points, the reduction in yield did not significantly affect the average yield on earning assets due to the relatively small volume of investments represented by such funds. The increase in average interest-earning assets was funded by an increase in average deposits of $126,872,000 or 19.40% to $780,864,000 in 2001 from $653,992,000 in 2000 and an increase in average other borrowings of $$17,662,000 or 28.91% to $78,760,000 in 2001 from $61,098,000 in 2000. Average interest paid on total average deposits decreased 28 basis points or 5.92% to 4.45% in 2001 as compared to 4.73% in 2000. Approximately 13% of the total average deposits were noninterest-bearing deposits in 2001 as compared to approximately 14% in 2000.
19
During 2001, we acquired two new subsidiary Banks and two branches of other banks which have now been merged with two of our Banks. These new bank and branch acquisitions were accounted for as purchases. Following is a summary of assets and liabilities related to the acquisitions of the two new subsidiary Banks and one branch. The acquisition of one branch was not consummated until December 24, 2001; consequently, the balances related to that branch have not been included because the results would not be materially different had the balances been included.
71,233,000
15,163,000
1,772,000
88,168,000
83,528,000
4,263,000
87,791,000
10,326,000
93,854,000
The allowance for loan losses represents a reserve for potential losses in the loan portfolio. The adequacy of the allowance for loan losses is evaluated periodically based on a review of all significant loans, with a particular emphasis on nonaccruing, past due and other loans that management believes require attention. We segregate our loan portfolio by type of loan and utilize this segregation in evaluating exposure to risks within the portfolio. In addition, based on internal reviews and external reviews performed by independent auditors and regulatory authorities, we further segregates our loan portfolio by loan classifications within each type of loan based on an assessment of risk for a particular loan or group of loans. Certain reviewed loans require specific allowances. Allowances are provided for other types and classifications of loans based on anticipated loss rates. Allowances are also provided for loans that are reviewed by management and considered creditworthy and loans for which management determines no review is required. In establishing allowances, management considers historical loan loss experience with an emphasis on current loan quality trends, current economic conditions and other factors in the markets where the subsidiary banks operate. Factors considered include among others, unemployment rates, effect of weather on agriculture and significant local economic events, such as major plant closings.
We have developed a methodology for determining the adequacy of the loan loss reserve which is followed by all our Banks and monitored by ABC’s senior credit officer and internal audit staff. Procedures provide for the assignment of a risk rating for every loan included in our total loan portfolio, with the exception of credit card receivables and overdraft protection loans which are treated as pools for risk rating purposes. The risk rating schedule provides seven ratings of which three ratings are classified as pass ratings and four ratings are classified as criticized ratings. Each risk rating is assigned a percent factor to be applied to the loan balance to determine the adequate amount of reserve. Many of the larger loans require an annual review by an independent loan officer. As a result of loan reviews certain loans may be assigned specific reserve allocations. Other loans that surface as problem loans may also be assigned specific reserves. Past due loans are assigned risk ratings based on the number of days past due.
The provision for loan losses is a charge to earnings in the current period to replenish the allowance and maintain it at a level management has determined to be adequate. The provision for loan losses charged to earnings amounted to $5,574,000 in 2002, $4,566,000 in 2001, and $1,712,000 in 2000. The increase in the provision for loan losses in 2002 was necessary to cover an increase in average loans of 18.57% over 2001 and increase of net loan charge-offs of 29.05% in 2002 as compared to 2001. Real estate loans and consumer loans accounted for the majority of loan charge-offs in 2002. These charge-offs resulted from depressed economic conditions during the year. The increase in the provision for loan losses of $2,854,000 in 2001 over the provision in 2000 was required to replenish the reserve for greater net charge-offs. Net charge-offs in 2001 increased $2,603,000 to $4,378,000 in 2001 as compared to $1,775,000 in 2000. The charge-off of $2,200,000 on one line of credit in 2001 accounted for 77% of the increase. The remaining portion of the increase in net charge-offs in 2001 was related to the increase in average loans during 2001. During 2002, average loans increased $129,647,000 or 18.57% over 2001 as compared to an increase in average loans of $127,766,000 or 22.39% in 2001 as compared to 2000.
20
The allowance for loan losses amounted to $14,868,000 at December 31, 2002 and $14,944,000 at December 31, 2001. The allowance for loan losses increased $5,112,000 to $14,944,000 at December 31, 2001 from $9,832,000 at December 31, 2000. Approximately $4,924,000 or 96% of the increase represented loan reserves acquired in bank acquisitions in 2001. Net charge-offs represented 101.36% of the provision for loan losses in 2002 as compared to 95.88% in 2001. Net loan charge-offs for 2002 represented .68% of average loans outstanding during the year as compared to .63% for 2001 and .31% for 2000. At December 31, 2002, the allowance for loan losses was 1.78% of total loans outstanding as compared to an allowance for loan losses of 1.86% of total loans outstanding at December 31, 2001 and 1.67% of total loans outstanding at December 31, 2000. The determination of the allowance rests upon management’s judgment about factors affecting loan quality and assumptions about the local and national economy. Management considers the year-end allowance for loan losses adequate to cover potential losses in the consolidated loan portfolio.
Average total assets increased $190,235,000 or 19.82% to $1,150,266,000 in 2002 as compared to $960,031,000 in 2001. The increase in average total assets was accompanied by an increase in average deposits of $112,895,000 or 14.46% to $893,759,000 in 2002 from $780,864,000 in 2001 and an increase of average borrowings of $64,801,000. Average total assets increased $161,810,000 or 20.27% to $960,031,000 in 2001 as compared to $798,221,000 in 2000. The increase in average total assets was accompanied by an increase in average total deposits of $126,872,000 or 19.40% to $780,864,000 in 2001 from $653,992,000 in 2000 and an increase in average borrowings of $17,662,000.
CRITICAL ACCOUNTING POLICIES
The accounting and financial reporting policies of ABC conform to accounting principles generally accepted in the United States of America and to general practices within the banking industry. Following is a description of the accounting policies applied by ABC that are deemed “critical”. Critical accounting policies are defined as policies that are very important to the presentation of ABC’s financial condition and results of operations, and that require management’s most difficult, subjective, or complex judgments. ABC’s financial results could differ significantly if different judgments or estimates are applied in the application of these policies.
Allowance for Loan Losses
The allowance for loan losses is established through provisions for loan losses charged to operations. Loans are charged against the allowance for loan losses when management believes that the collection of principal is unlikely. Subsequent recoveries are added to the allowance. Management’s evaluation of the adequacy of the allowance for loan losses is based on a formal analysis that assesses the risk within the loan portfolio. This analysis includes consideration of historical performance, current economic conditions, level of nonperforming loans, loan concentrations, and review of certain individual loans.
Management believes that the allowance for loan losses is adequate. While management uses available information to recognize losses on loans, future additions to the allowance for loan losses may be necessary based on changes in economic conditions. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the subsidiary banks’ allowances for loan losses. Such agencies may require the subsidiary banks to recognize additions to the allowance for loan losses based on their judgments about information available to them at the time of their examination.
Considering current information and events regarding a borrower’s ability to repay its obligations, management considers a loan to be impaired when the ultimate collectibility of all amounts due, according to the contractual terms of the loan agreement, is in doubt. When a loan is considered to be impaired, the amount of impairment is measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate. If the loan is collateral-dependent, the fair value of the collateral is used to determine the amount of impairment. Impairment losses are included in the allowance for loan losses through a charge to the provision for losses on loans.
Subsequent recoveries are credited to the allowance for loan losses. Cash receipts for accruing loans are applied to principal and interest under the contractual terms of the loan agreement. Cash receipts on impaired loans for which the accrual of interest has been discontinued are applied first to principal and then to interest income.
21
The accounting for impaired loans described above applies to all loans, except for large pools of smaller-balance, homogeneous loans that are collectively evaluated for impairment, loans that are measured at fair value or at the lower of cost or fair value, and debt securities. The allowance for loan losses for large pools of smaller-balance, homogeneous loans is established through consideration of such factors as changes in the nature and volume of the portfolio, overall portfolio quality, adequacy of the underlying collateral, loan concentrations, historical charge-off trends, and economic conditions that may affect the borrowers’ ability to pay.
Certain economic and interest rate factors could have a material impact on the determination of the allowance for loan losses. The depth, duration, and dispersion of any economic recession all have an impact on the credit risk profile of the loan portfolio. Additionally, a rapidly rising interest rate environment that may cause rates to reach double digits could as well have a material impact on certain borrowers’ ability to pay.
Our current assumptions are that an economic recovery will occur during the second half of 2003 and that the depth of the recession will have already peaked prior to the first half of 2004. Additionally, we are assuming that the effect of the recession will have had its greatest impact on economic conditions, including unemployment, by the end of 2003. With respect to the interest rate environment, ABC anticipates that interest rates will be increasing slightly during 2003. In the event of a dramatic downturn in this recession in which there is a broad effect in all sectors of our economy and/or a significant rapid rise in interest rates to double-digit levels creating higher borrowing costs and tightening corporate profits, ABC’s credit costs could increase significantly.
Another factor that we have considered in the determination of the allowance for loan losses is loan concentrations to individual borrowers or industries. At December 31, 2002, ABC had 11 individual credit relationships that exceeded $3.5 million with none exceeding $11 million.
A substantial portion of the loan portfolio is in the commercial real estate and residential real estate sectors Those loans are secured by real estate in ABC’s primary market area. A substantial of portion of other real estate owned is located in those same markets. Therefore, the ultimate collectibility of a substantial portion of our loan portfolio and the recovery of a substantial portion of the carrying amount of other real estate owned are susceptible to changes to market conditions in ABC’s primary market area.
ABC is closely monitoring certain portions of its loan portfolio that we believe have a higher credit risk profile under the current environment based solely upon their industry classification which includes agricultural and agribusiness loans. Based on current information, we have not identified any problem credits included in these categories, which are not already classified as nonperforming or impaired loans. However, if the economic recovery takes longer than expected, the allowance for loan losses could be impacted by adverse developments in these credits.
Income Taxes
SFAS No. 109, “Accounting for Income Taxes,” requires the asset and liability approach for financial accounting and reporting for deferred income taxes. We use the asset and liability method of accounting for deferred income taxes and provide deferred income taxes for all significant income tax temporary differences. See Note 11 to the Notes to Consolidated Financial Statements for additional details.
As part of the process of preparing our consolidated financial statements we are required to estimate our income taxes in each of the jurisdictions in which we operate. This process involves estimating our actual current tax exposure together with assessing temporary differences resulting from differing treatment of items, such as depreciation and the provision for loan losses, for tax and financial reporting purposes. These differences result in deferred tax assets and liabilities that are included in our consolidated balance sheet.
We must also assess the likelihood that our deferred tax assets will be recovered from future taxable income, and to the extent we believe that recovery is not likely, we must establish a valuation allowance. Significant management judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets. To the extent we establish a valuation allowance or adjust this allowance in a period, we must include an expense within the tax provisions in the statement of income.
We have recorded on our consolidated balance sheet net deferred tax assets of $3,632,000 which includes amounts relating to loss carryforwards. We believe there will be sufficient taxable income in the future allowing is to utilize these loss carryforwards in the tax jurisdictions where they exist.
22
Long-Lived Assets, Including Intangibles
We evaluate long-lived assets, such as property and equipment, specifically identifiable intangibles and goodwill, when events or changes in circumstances indicate that the carrying value of such assets might not be recoverable. Factors that could trigger an impairment include significant underperformance relative to historical or projected future operating results, significant changes in the manner of our use of the acquired assets and significant negative industry or economic trends.
The determination of whether an impairment has occurred is based on an estimate of undiscounted cash flows attributable to the assets as compared to the carrying value of the assets. If an impairment has occurred, the amount of the impairment loss recognized would be determined by estimating the fair value of the assets and recording a loss if the fair value was less than the book value.
In determining the existence of impairment factors, our assessment is based on market conditions, operational performance and legal factors of our Company and its subsidiary banks. Our review of factors present and the resulting appropriate carrying value of our goodwill, intangibles, and other long-lived assets are subject to judgments and estimates that management is required to make. Future events could cause us to conclude that impairment indicators exist and that our goodwill, intangibles and other long-lived assets might be impaired.
ITEM 7a.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ABC is exposed only to U. S. Dollar interest rate changes and, accordingly, we manage exposure by considering the possible changes in the net interest margin. We do not have any trading instruments nor do we classify any portion of the investment portfolio as held for trading. We do not engage in any hedging activities or enter into any derivative instruments with a higher degree of risk than mortgage-backed securities, which are commonly, pass through securities. Finally, we have no exposure to foreign currency exchange rate risk, commodity price risk, and other market risks.
Interest rates play a major part in the net interest income of a financial institution. The sensitivity to rate changes is known as “interest rate risk.” The repricing of interest earning assets and interest-bearing liabilities can influence the changes in net interest income. As part of our asset/liability management program, the timing of repriced assets and liabilities is referred to as Gap management. Our policy is to maintain a Gap ratio in the one-year time horizon of .80 to 1.20. As indicated by the Gap analysis included in this annual report, the Company is somewhat asset sensitive in relation to changes in market interest rates. Being asset sensitive would result in net interest income increasing in a rising rate environment and decreasing in a declining rate environment. See “Asset/Liability Management” included in this annual report.
ABC uses simulation analysis to monitor changes in net interest income due to changes in market interest rates. The simulation of rising, declining and flat interest rate scenarios allow management to monitor and adjust interest rate sensitivity to minimize the impact of market interest rate swings. The analysis of the impact on net interest income over a twelve-month period is subjected to a gradual 200 basis point increase or decrease in market rates on net interest income and is monitored on a quarterly basis. The most recent simulation model projects net interest income would increase 8.82% if rates rise gradually over the next year. On the other hand, the model projects net interest income to decrease 10.43% if rates decline over the next year.
23
SELECTED STATISTICAL INFORMATION OF ABC BANCORP
The following statistical information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operation” and the financial statements and related notes included elsewhere in this Annual Report and in the documents incorporated herein by reference.
Average Balances and Net Income Analysis
The following tables set forth the amount of the ABC’s interest income or interest expense for each category of interest-earning assets and interest-bearing liabilities and the average interest rate for total interest-earning assets and total interest-bearing liabilities, net interest spread and net yield on average interest-earning assets. Federally tax-exempt income is presented on a taxable-equivalent basis assuming a 34% federal tax rate.
Average Balance
Interest Income/ Expense
Average Yield/ Rate Paid
(Dollars in Thousands)
827,939
64,970
7.85
698,292
65,157
9.33
570,526
58,328
10.22
164,899
8,275
5.02
141,378
9,072
6.42
139,928
6.25
3,908
283
7.24
17,476
1,317
7.54
19,240
1,453
7.55
61,440
1,020
1.66
30,285
943
3.11
13,317
939
7.05
35
2.86
1,597
49
3.07
—
1,058,221
74,549
7.04
889,028
76,538
8.61
743,011
69,470
9.35
35,485
30,270
23,963
(14,607
)
(12,121
(10,144
2,129
3,274
(2,007
69,038
49,580
43,398
92,045
71,003
55,210
1,150,266
960,031
798,221
24
Average Balances and Net Income Analysis (Continued)
306,897
4,261
1.39
230,476
5,379
2.33
194,895
5,087
2.61
470,415
16,025
3.41
452,407
25,057
5.54
370,707
21,666
5.84
5,363
118
2.20
4,523
199
4.40
5,776
428
7.41
103,698
4,314
4.16
69,159
3,768
5.45
55,322
3,624
6.55
34,500
3,426
9.93
5,078
501
9.87
920,873
3.06
761,643
4.58
626,700
4.92
116,447
97,981
88,390
7,377
6,877
6,573
105,569
93,530
76,558
229,393
198,388
171,521
3.98
4.03
4.43
46,405
41,634
38,665
4.39
4.68
5.20
25
Rate and Volume Analysis
The following table reflects the changes in net interest income resulting from changes in interest rates and from asset and liability volume. Federally tax-exempt interest is presented on a taxable-equivalent basis assuming a 34% federal tax rate. The change in interest attributable to rate has been determined by applying the change in rate between years to average balances outstanding in the later year. The change in interest due to volume has been determined by applying the rate from the earlier year to the change in average balances outstanding between years. Thus, changes that are not solely due to volume have been consistently attributed to rate.
2002 vs. 2001
2001 vs. 2000
Increase (Decrease)
Changes Due To
Rate
Volume
(187
(12,284
12,097
6,829
(6,233
13,062
(797
(2,306
1,509
322
231
91
(1,034
(12
(1,022
(136
(3
(133
77
(893
970
(1,192
1,196
(48
(1,989
(15,495
13,506
7,068
(7,197
14,265
(1,118
(2,902
1,784
292
(637
929
(9,032
(10,029
997
3,391
(1,384
4,775
(81
(118
37
(229
(93
546
(1,336
1,882
144
(762
906
2,925
2,903
(6,760
(14,363
7,603
4,099
(2,919
7,018
4,771
(1,132
5,903
2,969
(4,278
7,247
26
Noninterest Income
Service charges on deposit accounts increased $2,829,000 or 36.64% to $10,550,000 in 2002 as compared to $7,721,000 in 2001 on an increase in average deposits of $112,895,000 or 14.46% to $893,759,000 in 2002 from $780,864,000 in 2001. Service charges on deposit accounts increased $1,328,000 or 20.77% to $7,721,000 in 2001 as compared to $6,393,000 in 2000 on an increase in average deposits of $126,872,000 or 19.59% to $780,864,000 in 2001 from $653,992,000 in 2000. Bank acquisitions in 2001 accounted for $549,000 or 41.34% of the increase in service charges and $93,854,000 or 73.98% of the increase in average deposits. Other service charges, commissions and fees decreased $17,000 to $806,000 in 2002 from $823,000 in 2001. The decline was attributable to a decrease in the sale of annuities and other financial instruments. Other service charges, commissions and fees increased $201,000 or 32.32% to $823,000 in 2001 from $622,000 in 2000. Approximately $15,000 or 7.46% of the increase was attributable to the 2001 bank acquisitions. The remaining increase in other service charges, commissions and fees relate to increased activity in the sale of annuities and other financial instruments and increased emphasis on credit life insurance that generated additional fee income. Origination fees on mortgage loans increased $469,000 or 52.34% to $1,365,000 from 896,000 in 2001. Such fees increased $491,000 or 121.23% to $896,000 in 2001 from $405,000 in 2000. The significant increase in mortgage fee income resulted from the volume of mortgage refinancing generated by the decrease in mortgage rates and the inclusion of results of operations for the entire year in 2002 for banks acquired in 2001, whose results of operations were included only since the date of acquisition in accordance with purchase accounting. Approximately $134,000 or 27.29% of the increase in 2001 as attributable to First Bank of Brunswick acquired in 2001. In 2002, we realized $1,643,000 in gain on sale of securities as compared to $1,253,000 on sale of securities in 2001. There were no sales of securities in 2000. All other noninterest income increased $214,000 or 20.74 % in 2002 from 2001 and $237,000 or 29.81% in 2001 from 2000. Such increases were primarily attributable to the 2001 bank acquisitions.
Following is a comparison of noninterest income for 2002, 2001 and 2000.
10,550
7,721
6,393
1,365
896
405
806
823
622
1,643
1,253
1,246
1,032
795
Noninterest Expense
Salaries and employee benefits increased $2,989,000 or 16.45% to $21,155,000 in 2002 from $18,166,000 in 2001. Approximately $1,982,000 or 66.31% of the increase resulted from the inclusion of salaries and employee benefits for the entire year in expense for 2002 whereas salaries and benefits were included in expense in 2001 from the dates the banks were acquired in accordance with purchase accounting. Salaries increased $1,880,000; bonuses increased $611,000; retirement expense increased $222,000; and all other employee benefits, including stock options and other grants, insurance and payroll taxes, increased $276,000. Salaries and employee benefits increased $1,746,000 or 10.63% to $18,166,000 in 2001 from $16,420,000 in 2000. Salaries increased $547,000; bonuses increased $468,000; retirement expense increased $242,000; and all other employee benefits, including stock options and other grants, insurance and payroll taxes, increased $489,000. The major portion of the increase in 2001 expense was attributable to the acquisition of three banks in 2001 accounted for as purchase transactions.
Equipment and occupancy expense increased $214,000 to $4,982,000 in 2002 from $4,768,000 in 2001. The 2002 bank acquisitions had the effect of increasing equipment and occupancy expense by $458,000 in 2002. This increase was offset by a reduction in leased equipment expense of $192,000 in 2002 and other reductions totaling 52,000 attributable to decreased depreciation in some of the Banks. Equipment and occupancy increased $430,000 or 9.91% to $4,768,000 in 2001 from $4,338,000 in 2000. Approximately $407,000 or 94.65% of the increase was attributable to the 2001 acquisitions.
27
Noninterest Expense (Continued)
As of January 1, 2002, we were required to adopt the provisions of SFAS No. 142, “Goodwill and Other Intangible Assets.” The adoption of this statement had the effect of reducing amortization expense by approximately $628,000 (before tax effect) from the amortization expense recorded in 2001. Amortization expense for 2002 also included approximately $1,208,000 additional amortization related to the 2001 bank acquisitions. The additional expense related to acquisitions, net of the nonamortization provisions of the newly adopted accounting statement resulted in a net increase in amortization expense in 2002 of approximately $580,000. Amortization of intangible assets increased $381,000 to $1,185,000 in 2001 from $804,000 in 2000. The entire amount of the increase resulted from the amortization of intangible assets arising from the 2001 acquisitions.
Data processing fees increased $296,000 to $1,546,000 in 2002 from $1,250,000 in 2001. The significant increase in fees is attributable to increased volume of transactions processed following the recent bank acquisitions and the inclusion for the entire year in 2002 of the acquired banks that were only included from the dates they were acquired in 2001. Bank transactions and all accounting data are now processed online on equipment at the Banks, parent company offices or central operations. Data processing fees increased $103,000 to $1,250,000 in 2001 from $804,000 in 2000. Approximately $35,000, representing one-third of the increase related to the 2001 acquisitions. The remaining increase was attributable to increased volume of financial data processed in 2001 as compared with 2000.
All other expense increased $2,814,000 to $11,465,000 in 2002 from $8,651,000 in 2001. Approximately $946,000 or 33.62% of the increase is attributable to the 2001 acquisitions. Included in the 2002 expense was $602,000 in other real estate losses and sale or abandonment of fixed assets. In 2002 we incurred $680,000 more in conversion charges as compared with 2001, $400,000 in additional bank analysis charges and $304,000 in additional postage and stationery supplies. All other expense increased $1,127,000 in 2001 over 2000. Approximately $930,000 or 80% of this increase was attributable to the 2001 acquisitions.
Following is a comparison of noninterest expense for 2002, 2001 and 2000.
21,155
18,166
16,420
4,982
4,768
4,338
1,765
1,185
804
1,546
1,250
1,147
11,465
8,651
7,524
28
A principal objective of our asset/liability management strategy is to minimize its exposure to changes in interest rates by matching the maturity and repricing horizons of interest-earning assets and interest-bearing liabilities. This strategy is overseen in part through the direction of our Asset and Liability Committee (the “ALCO Committee”) which establishes policies and monitors results to control interest rate sensitivity.
As part of our interest rate risk management policy, the ALCO Committee examines the extent to which its assets and liabilities are “interest rate-sensitive” and monitors its interest rate-sensitivity “gap”. An asset or liability is considered to be interest rate sensitive if it will reprice or mature within the time period analyzed, usually one year or less. The interest rate-sensitivity gap is the difference between the interest-earning assets and interest-bearing liabilities scheduled to mature or reprice within such time period. A gap is considered positive when the amount of interest rate-sensitive assets exceeds the amount of interest rate-sensitive liabilities. A gap is considered negative when the amount of interest rate-sensitive liabilities exceeds the interest rate-sensitive assets. During a period of rising interest rates, a negative gap would tend to adversely affect net interest income, while a positive gap would tend to result in an increase in net interest income. During a period of falling interest rates, a negative gap would tend to result in an increase in net interest income, while a positive gap would tend to adversely affect net interest income. If ABC’s assets and liabilities were equally flexible and moved concurrently, the impact of any increase or decrease in interest rates on net interest income would be minimal.
A simple interest rate “gap” analysis by itself may not be an accurate indicator of how net interest income will be affected by changes in interest rates. Accordingly, the ALCO Committee also evaluates how the repayment of particular assets and liabilities is impacted by changes in interest rates. Income associated with interest-earning assets and costs associated with interest-bearing liabilities may not be affected uniformly by changes in interest rates. In addition, the magnitude and duration of changes in interest rates may have a significant impact on net interest income. For example, although certain assets and liabilities may have similar maturities or periods of repricing, they may not react identically to changes in market interest rates. Interest rates on certain types of assets and liabilities fluctuate in advance of changes in general market interest rates, while interest rates on other types may lag behind changes in general market rates. In addition, certain assets, such as adjustable rate mortgage loans, have features (generally referred to as “interest rate caps”) which limit changes in interest rates on a short-term basis and over the life of the asset. In the event of a change in interest rates, prepayment and early withdrawal levels also could deviate significantly from those assumed in calculating the interest-rate gap. The ability of many borrowers to service their debts also may decrease in the event of an interest-rate increase.
29
The following table sets forth the distribution of the repricing of our earning assets and interest-bearing liabilities as of December 31, 2002, the interest rate sensitivity gap (i.e., interest rate sensitive assets divided by interest rate sensitivity liabilities), the cumulative interest rate sensitivity gap ratio (i.e., interest rate sensitive assets divided by interest rate sensitive liabilities) and the cumulative sensitivity gap ratio. The table also sets forth the time periods in which earning assets and liabilities will mature or may reprice in accordance with their contractual terms. However, the table does not necessarily indicate the impact of general interest rate movements on the net interest margin since the repricing of various categories of assets and liabilities is subject to competitive pressures and the needs of our customers. In addition, various assets and liabilities indicated as repricing within the same period may in fact reprice at different times within such period and at different rates.
At December 31, 2002
Maturing or Repricing Within
Zero to Three Months
Three Months to One Year
One to Five Years
Over Five Years
Total
77,979
5,778
1,221
33,353
130,927
12,802
178,303
181,990
269,542
373,125
8,790
266,968
302,895
504,052
21,592
1,095,507
81,305
176,806
258,111
21,545
40,012
61,557
87,187
183,841
38,692
309,720
48,673
87,249
19,126
155,048
8,204
36,144
87
1,065
79,994
117,290
180,208
374,027
275,701
114,494
944,430
86,760
(71,132
228,351
(92,902
151,077
15,628
243,979
1.48
0.81
1.83
0.19
1.29
1.16
(1)
The Company has found that NOW and money-market checking deposits and savings deposits reprice between three months and one year or between one to five years depending on the competition in the market areas where the deposits are located. Therefore, it has placed portions of these deposits in the three months to one year horizon and the one to five years horizon based on estimated amounts repricing in each horizon.
30
INVESTMENT PORTFOLIO
ABC manages the mix of asset and liability maturities in an effort to control the effects of changes in the general level of interest rates on net interest income. See “—Asset/Liability Management.” Except for its effect on the general level of interest rates, inflation does not have a material impact on the portfolio due to the rate variability and short-term maturities of its earning assets. In particular, approximately 54% of the loan portfolio is comprised of loans which mature or reprice within one year or less. Mortgage loans, primarily with five to fifteen year maturities, are also made on a variable rate basis with rates being adjusted every one to five years. Additionally, 19% of the investment portfolio matures or reprices within one year or less.
Types of Investments
Securities
Following is a summary of the carrying value of investments, including restricted equity securities, as of the end of each reported period:
December 31,
73,773
50,473
61,186
3,529
5,339
19,468
22,867
6,715
6,130
77,314
89,111
71,221
820
496
614
4,701
3,486
Maturities
The amounts of securities available for sale in each category as of December 31, 2002 are shown in the following table according to contractual maturity classifications (1) one year or less, (2) after one year through five years, (3) after five years through ten years, and (4) after ten years.
U. S. Treasury and Other U. S. Government Agencies and Corporations
State and Political Subdivisions
Amount
Yield (1)
Yield (1) (2)
34,275
3.78
299
129,644
3.97
1,283
8.54
7,055
6.52
1,048
7.21
3,800
899
5.72
174,774
4.15
7.33
Yields were computed using coupon interest, adding discount accretion or subtracting premium amortization, as appropriate, on a ratable basis over the life of each security. The weighted average yield for each maturity range was computed using the acquisition price of each security in that range.
(2)
Yields on securities of state and political subdivisions are stated on a taxable-equivalent basis, using a tax rate of 34%.
31
LOAN PORTFOLIO
Types of Loans
Management believes that our loan portfolio is adequately diversified. The loan portfolio contains no foreign or energy-related loans or significant concentrations in any one industry, with the exception of residential and commercial real estate mortgages, which constituted approximately 54% of our loan portfolio as of December 31, 2002. The amount of loans outstanding at the indicated dates is shown in the following table according to type of loans.
172,429
152,097
109,647
83,385
70,282
34,007
39,878
34,840
29,694
36,567
23,020
24,650
14,046
13,228
8,439
63,093
63,533
57,253
59,018
56,595
243,037
225,470
160,456
150,075
123,854
209,485
202,447
128,614
117,936
114,930
78,535
91,557
76,076
59,529
65,307
9,841
5,444
6,449
17,360
1,220
14,868
14,944
9,832
9,895
10,192
818,579
790,132
577,549
520,330
467,002
Maturities and Sensitivity to Changes in Interest Rates
Total loans as of December 31, 2002 are shown in the following table according to maturity or repricing opportunities (1) one year or less, (2) after one year through five years, and (3) after five years.
451,532
The following table summarizes loans at December 31, 2002 with the due dates after one year which (1) have predetermined interest rates and (2) have floating or adjustable interest rates.
(Dollars in Thousands
372,554
9,361
381,915
Records were not available to present the above information in each category listed in the first paragraph above and could not be reconstructed without undue burden.
32
Nonperforming Loans
A loan is placed on nonaccrual status when, in management’s judgment, the collection of the interest income appears doubtful. Interest receivable that has been accrued in prior years and is subsequently determined to have doubtful collectibility is charged to the allowance for possible loan losses. Interest on loans that are classified as nonaccrual is recognized when received. Past due loans are loans whose principal or interest is past due 90 days or more. In some cases, where borrowers are experiencing financial difficulties, loans may be restructured to provide terms significantly different from the original contractual terms.
7,561
11,958
4,863
5,551
8,767
171
691
81
48
94
In the opinion of management, any loans classified by regulatory authorities as doubtful, substandard or special mention that have not been disclosed above do not (i) represent or result from trends or uncertainties which management reasonably expects will materially impact future operating results, liquidity or capital resources, or (ii) represent material credits about which management is aware of any information which causes management to have serious doubts as to the ability of such borrowers to comply with the loan repayment terms. Any loans classified by regulatory authorities as loss have been charged off.
33
SUMMARY OF LOAN LOSS EXPERIENCE
The provision for possible loan losses is created by direct charges to operations. Losses on loans are charged against the allowance in the period in which such loans, in management’s opinion, become uncollectible. Recoveries during the period are credited to this allowance. The factors that influence management’s judgment in determining the amount charged to operating expense are past loan experience, composition of the loan portfolio, evaluation of possible future losses, current economic conditions and other relevant factors. Our allowance for loan losses was approximately $14,868,000 at December 31, 2002, representing 1.78% of year end total loans outstanding, compared with $14,944,000 at December 31, 2001, which represented 1.86% of year end total loans outstanding. The allowance for loan losses is reviewed quarterly based on management’s evaluation of current risk characteristics of the loan portfolio, as well as the impact of prevailing and expected economic business conditions. Management considers the allowance for loan losses adequate to cover possible loan losses on the loans outstanding.
Allocation of the Allowance for Loan Losses
The following table sets forth the breakdown of the allowance for loan losses by loan category for the periods indicated. Management believes the allowance can be allocated only on an approximate basis. The allocation of the allowance to each category is not necessarily indicative of future losses and does not restrict the use of the allowance to absorb losses in any other category.
At December 31,
Percent of Loans in Category to Total Loans
5,892
6,009
2,981
2,904
3,047
2,651
65
2,825
64
61
3,213
3,404
3,649
3,420
2,156
1,997
1,906
2,676
2,690
1,770
1,781
1,835
100
34
The following table presents an analysis of our loan loss experience for the periods indicated:
505,941
495,421
7,627
(2,576
(3,534
(1,077
(1,383
(1,456
(2,491
(626
(249
(933
(1,252
(2,092
(1,328
(1,268
(1,417
(1,322
502
203
302
434
276
492
146
263
365
515
361
371
585
449
(5,650
(4,378
(1,775
(2,451
(2,940
4,924
.63
.31
.48
.59
DEPOSITS
Average amount of deposits and average rate paid thereon, classified as to noninterest-bearing demand deposits, interest-bearing demand and savings deposits and time deposits, for the periods indicated are presented below.
893,759
780,864
We have a large, stable base of time deposits with little or no dependence on volatile deposits of $100,000 or more. The time deposits are principally certificates of deposit and individual retirement accounts obtained for individual customers.
The amounts of time certificates of deposit issued in amounts of $100,000 or more as of December 31, 2002, are shown below by category, which is based on time remaining until maturity of (1) three months or less, (2) over three through twelve months and (3) over twelve months.
36
RETURN ON ASSETS AND SHAREHOLDERS’ EQUITY
The following rate of return information for the periods indicated is presented below.
Net income divided by average total assets.
Net income divided by average equity.
(3)
Dividends declared per share divided by net income per share.
(4)
Average equity divided by average total assets.
Liquidity and Capital Resources
Liquidity management involves the matching of the cash flow requirements of customers, who may be either depositors desiring to withdraw funds or borrowers needing assurance that sufficient funds will be available to meet their credit needs, and the ability of ABC and our Banks to meet those needs. ABC and our Banks seek to meet liquidity requirements primarily through management of short-term investments (principally interest-bearing deposits in banks) and monthly amortizing loans. Another source of liquidity is the repayment of maturing single payment loans. In addition, our Banks maintain relationships with correspondent banks which could provide funds to them on short notice, if needed.
The liquidity and capital resources of ABC and our Banks are monitored on a periodic basis by state and federal regulatory authorities. At December 31, 2002, the Banks’ short-term investments were adequate to cover any reasonable anticipated immediate need for funds. During 2002, we increased our capital by retaining net earnings of $5,626,000 after payment of dividends. After recording an increase in capital of $602,000 for unrealized gains on securities available for sale, net of taxes, an increase of $444,000 for restricted stock transactions, an increase of $133,000 for the exercise of stock options, total capital increased $3,336,000 during 2002. At December 31, 2002, total capital of ABC amounted to $107,484,000. We are aware of no events or trends likely to result in a material change in our liquidity.
The following table sets forth certain information about contractual cash obligations as of December 31, 2002.
Payments Due After December 31, 2002
1 Year Or Less
1 -3 Years
4 -5 Years
After 5 Years
8,144
1,563
731
109,146
3,086
16,044
89,994
4,649
18,969
2,947
90,725
The Company’s operating leases represent short-term obligations, normally with maturities of one year or less. Many of the operating leases have thirty-day cancellation provisions. The total contractual obligations for operating leases do not require a material amount of the Company’s cash funds.
At December 31, 2002, we had no binding commitments for capital expenditures.
In accordance with risk capital guidelines issued by the Federal Reserve Board, we are required to maintain a minimum standard of total capital to risk-weighted assets of 8%. Additionally, all member banks must maintain “core” or “Tier 1” capital of at least 4% of total assets (“leverage ratio”). Member banks operating at or near the 4% capital level are expected to have well-diversified risks, including no undue interest rate risk exposure, excellent control systems, good earnings, high asset quality, and well managed on- and off-balance sheet activities; and, in general, be considered strong banking organizations with a composite 1 rating under the CAMEL rating system of banks. For all but the most highly rated banks meeting the above conditions, the minimum leverage ratio is to be 4% plus an additional 100 to 200 basis points.
The following table summarizes the regulatory capital levels of our Company at December 31, 2002.
Actual
Required
Excess
Percent
109,733
9.49
46,252
4.00
63,481
5.49
12.79
34,325
75,408
8.79
127,577
14.87
68,649
8.00
58,928
6.87
Each Bank also met its individual regulatory capital requirements at December 31, 2002.
Commitments and Lines of Credit
In the ordinary course of business, the Banks have granted commitments to extend credit to approved customers. Generally, these commitments to extend credit have been granted on a temporary basis for seasonal or inventory requirements and have been approved by the Banks’ Board of Directors. The Banks have also granted commitments to approved customers for standby letters of credit. These commitments are recorded in the financial statements when funds are disbursed or the financial instruments become payable. The Banks use the same credit policies for these off balance sheet commitments as they do for financial instruments that are recorded in the consolidated financial statements. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitment amounts expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.
Following is a summary of the commitments outstanding at December 31, 2002 and 2001.
89,540
114,631
13,775
5,315
3,405
94,855
131,811
There are no credit card commitments at December 31, 2002 because the Company sold its credit card portfolio during the year. The Company is obligated to repurchase credit card accounts that did meet certain criteria as of the preliminary closing date. As of December 31, 2002, the Company has accrued this potential liability based on the past average loss experience.
The Company believes that the discontinuation of credit card activities will not have a material effect on the Company’s future operations.
Impact of Inflation
The consolidated financial statements and related consolidated financial data presented herein have been prepared in accordance with generally accepted accounting principles and practices within the banking industry which require the measurement of financial position and operating results in terms of historical dollars without considering the changes in the relative purchasing power of money over time due to inflation. Unlike most industrial companies, virtually all the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates have a more significant impact on a financial institution’s performance than the effects of general levels of inflation.
38
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following consolidated financial statements of the Company and its subsidiaries are included on pages F-1 through F-33 of this Annual Report on Form 10-K:
Consolidated Balance Sheets - December 31, 2002 and 2001
Consolidated Statements of Income - Years ended December 31, 2002, 2001 and 2000
Consolidated Statements of Comprehensive Income - Years ended December 31, 2002, 2001 and 2000
Consolidated Statements of Stockholders’ Equity - Years ended December 31, 2002, 2001 and 2000
Consolidated Statements of Cash Flows - Years ended December 31, 2002, 2001 and 2000
Notes to Consolidated Financial Statements.
ITEM 9. DISAGREEMENT ON ACCOUNTING AND FINANCIAL DISCLOSURE
During 2002 and 2001, the Company did not change its accountants and there was no disagreement on any matter of accounting principles or practices for financial statement disclosure that would have required the filing of a current report on Form 8-K.
39
PART III
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS, COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
The information required by this Item is incorporated by reference to the Company’s definitive Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the end of the fiscal year covered by this Annual Report (“ABC’s Proxy Statement”).
Information concerning the Company’s executive officers is included in Item 4.5 of Part I of this Annual Report.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is incorporated by reference to ABC’s Proxy Statement.
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
ITEM 14. CONTROLS AND PROCEDURES
Based on their evaluation of the Company’s disclosure controls and procedures as of a date within 90 days of the filing of this report, the Chief Executive Officer and the Chief Financial Officer of the Company have concluded that such controls and procedures are effective. There were no significant changes in the Company’s internal controls or in other factors that could significantly affect such controls subsequent to the date of their evaluation.
40
PART IV
ITEM 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
The following documents are filed as part of this report:
1.
Financial statements:
ABC Bancorp and Subsidiaries:
(i)
(ii)
(iii)
(iv)
(v)
(vi)
Notes to Consolidated Financial Statements
ABC Bancorp (Parent Company Only):
Parent Company only financial information has been included in Note 19 of Notes to Consolidated financial statements.
2.
Financial statement schedules:
All schedules are omitted as the required information is inapplicable or the information is presented in the financial statements or related notes.
3.
A list of the Exhibits required by Item 601 of Regulation S-K to be filed as a part of this report is shown on the “Exhibit Index” filed herewith.
No current reports on Form 8-K were filed during the fourth quarter of 2002.
41
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ABC BANCORP
Date: March 18, 2003
By:
/s/ KENNETH J. HUNNICUTT
Kenneth J. Hunnicutt, Chief Executive Officer, Director and Chairman of the Board
/s/ W. EDWIN LANE, JR.
W. Edwin Lane, Jr., Executive Vice President and Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kenneth J. Hunnicutt as his attorney-in-fact, acting with full power of substitution for him in his name, place and stead, in any and all capacities, to sign any amendments to this Form 10-K and to file the same, with exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission and hereby ratifies and confirms all that said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue thereof.
Pursuant to the requirements of the Exchange Act, this Form 10-K has been signed by the following persons in the capacities and on the dates indicated.
/s/ JOHNNY W. FLOYD
Johnny W. Floyd, Director
/s/ J. RAYMOND FULP
J. Raymond Fulp, Director
/s/ DANIEL B. JETER
Daniel B. Jeter, Director
/s/ ROBERT P. LYNCH
Robert P. Lynch, Director
/s/ EUGENE M. VEREEN, JR.
Eugene M. Vereen, Jr.
/s/ DOYLE WELTZBARKER
Doyle Weltzbarker, Director
/s/ J. THOMAS WHELCHEL
J. Thomas Whelchel, Director
/s/ HENRY WORTMAN
Henry Wortman, Director
42
CERTIFICATIONS
I, Kenneth J. Hunnicutt, certify that:
I have reviewed this annual report on Form 10-K of ABC Bancorp;
Based on my knowledge, this annual 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 annual report;
Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual 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:
designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
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 annual report (the “Evaluation Date”); and
presented in this annual 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):
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
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 annual 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.
/s/ K ENNETH J. HUNNICUTT
Kenneth J. Hunnicutt, Chief Executive Officer
43
I, W. Edwin Lane, Jr., certify that:
W. Edwin Lane, Jr., Chief Financial Officer
44
EXHIBIT INDEX
Description
3.1
Articles of Incorporation of ABC, as amended (incorporated by reference to Exhibit 2.1 to ABC’s Regulation A Offering Statement on Form 1-A (File No. 24A-2630) filed August 14, 1987).
3.2
Amendment to Amended Articles of Incorporation dated May 26, 1995 (incorporated by reference to Exhibit 3.1.1 to ABC’s Form 10-K filed March 28, 1996).
3.3
Amendment to Amended Articles of Incorporation (filed as Exhibit 4.3 to ABC’s Registration on Form S-4 (Registration No. 333-08301), filed with the Commission on July 17, 1996 and incorporated herein by reference).
3.4
Bylaws of ABC, as amended (incorporated by reference to Exhibit 2.2 to ABC’s Regulation A Offering Statement on Form 1-A (File No. 24A-2630) filed August 14, 1987.
3.5
Form of Articles of Amendment to the Articles of Incorporation (incorporated by reference to Exhibit 3.5 to ABC’s Annual Report on Form 10-K (File No. 001-13901), filed with the Commission on March 25, 1998).
3.6
Form of Amendment to Bylaws (incorporated by reference to Exhibit 3.6 to ABC’s Annual Report on Form 10-K (File No. 001-13901), filed with the Commission on March 25, 1998).
3.7
Form of Articles of Amendment to the Articles of Incorporation (incorporated by reference to Exhibit 3.7 to ABC’s Annual Report on Form 10-K (File No. 001-13901), filed with the Commission on March 26, 1999).
3.8
Form of Amendment to Bylaws (incorporated by reference to Exhibit 3.8 to ABC’s Annual Report on Form 10-K (File No. 001-13901), filed with the Commission on March 26, 1999).
3.9
Articles of Amendment to the Articles of Incorporation dated May 17, 2001.
4.1
Form of Indenture for Subordinated Debentures (incorporated by reference to Exhibit 4.1 to ABC’s Registration Statement on Form S-3/A (File No. 333-69140), filed with the Commission on November 2, 2001).
4.2
Form of Subordinated Debenture (incorporated by reference to Exhibit A to Exhibit 4.1 to ABC’s Registration Statement on Form S-3/A (File No. 333-69140), filed with the Commission on November 2, 2001).
4.3
Certificate of Trust of ABC Bancorp Capital Trust I (incorporated by reference to Exhibit 4.3 to ABC’s Registration Statement on Form S-3 (File No. 333-69140), filed with the Commission on September 7, 2001).
4.4
Trust Agreement of ABC Bancorp Capital Trust I (incorporated by reference to Exhibit 4.4 to ABC’s Registration Statement on Form S-3 (File No. 333-69140), filed with the Commission on September 7, 2001).
4.5
Form of Amended and Restated Trust Agreement of ABC Bancorp Capital Trust I (incorporated by reference to Exhibit 4.5 to ABC’s Registration Statement on Form S-3/A (File No. 333-69140), filed with the Commission on November 2, 2001).
45
4.6
Form of ABC Bancorp Capital Trust I Preferred Securities Certificate (incorporated by reference to Exhibit D to Exhibit 4.5 to ABC’s Registration Statement on Form S-3/A (File No. 333-69140), filed with the Commission on November 2, 2001).
4.7
Form of Preferred Securities Guarantee Agreement (incorporated by reference to Exhibit 4.7 to ABC’s Registration Statement on Form S-3/A (File No. 333-69140), filed with the Commission on November 2, 2001).
4.8
Form of Agreement as to Expenses and Liabilities of ABC Bancorp Capital Trust I (incorporated by reference to Exhibit C to Exhibit 4.5 to ABC’s Registration Statement on Form S-3/A (File No. 333-69140), filed with the Commission on November 2, 2001).
10.1
Deferred Compensation Agreement for Kenneth J. Hunnicutt dated December 16, 1986 (filed as Exhibit 5.3 to ABC’s Regulation A Offering Statement on Form 1-A (File No. 24A-2630), filed with the Commission on August 14, 1987 and incorporated herein by reference).
10.2
Executive Salary Continuation Agreement dated February 14, 1984 (filed as Exhibit 10.6 to ABC’s Annual Report on Form 10-KSB (File Number 2-71257), filed with the Commission on March 27, 1989 and incorporated herein by reference).
10.3
1992 Incentive Stock Option Plan and Option Agreement for K. J. Hunnicutt (filed as Exhibit 10.7 to ABC’s Annual Report on Form 10-KSB (File Number 0-16181), filed with the Commission on March 30, 1993 and incorporated herein by reference).
10.4
Executive Employment Agreement with Kenneth J. Hunnicutt dated September 20, 1994 (filed as Exhibit 10.8 to ABC’s Annual Report on Form 10-KSB (File Number 0-016181), filed with the Commission on March 30, 1995 and incorporated herein by reference).
10.5
Form of Omnibus Stock Ownership and Long-Term Incentive Plan (incorporated by reference to Exhibit 10.17 to ABC’s Annual Report on Form 10-K (File No. 001-13901), filed with the Commission on March 25, 1998).
10.6
Form of Rights Agreement between ABC Bancorp and SunTrust Bank dated as of February 17, 1998 (incorporated by reference to Exhibit 10.18 to ABC’s Annual Report on Form 10-K (File No. 001-13901), filed with the Commission on March 25, 1998).
10.7
ABC Bancorp 2000 Officer/Director Stock Bonus Plan (incorporated by reference to Exhibit 10.19 to ABC’s Annual Report on Form 10-K (File No. 001-13901), filed with the Commission on March 29, 2000).
46
10.8
Form of Severance Protection Agreement between ABC and certain of ABC’s other executive officers (incorporated by reference to Exhibit 10.21 to ABC’s Annual Report on Form 10-K (File No. 001-13901), filed with the Commission on March 29, 2001).
10.9
Executive Employment Agreement with W. Edwin Lane, Jr. dated as of August 21, 2001 (incorporated by reference to Exhibit 10.21 to ABC’s Quarterly Report on Form 10-Q (File No. 001-13901), filed with the Commission on October 19, 2001).
10.10
Agreement and Plan of Merger by and among ABC, Tri-County Bank and Tri-County Merger Sub, Inc. dated as of November 28, 2000, as amended by Amendment No. 1 thereto dated as of January 26, 2001, and by Amendment No. 2 thereto dated as of February 20, 2001 (incorporated by reference to Exhibit 2.1 to ABC’s Annual Report on Form 10-K (File No. 001-13901), filed with the Commission on March 29, 2001).
10.11
Agreement and Plan of Merger by and between ABC and Golden Isles Financial Holdings, Inc. dated as of February 20, 2001 (incorporated by reference to Exhibit 2.1 to ABC’s Current Report on Form 8-K filed with the Commission on February 23, 2001 and incorporated herein by reference).
10.12
Commission Agreement by and between ABC and Jerry L. Keen dated as of September 12, 2002 (incorporated by reference to Exhibit 10.1 to ABC’s Quarterly Report on Form 10-Q (File No. 001-13901), filed with the Commission on November 14, 2002).
10.13
Termination Agreement by and between ABC and Mark D. Thomas dated as of August 8, 2002 (incorporated by reference to Exhibit 10.2 to ABC’s Quarterly Report on Form 10-Q (File No. 001-13901), filed with the Commission on November 14, 2002).
10.14
Severance Protection Agreement by and between ABC and Edwin W. Hortman, Jr. dated as of April 13, 1998.
10.15
Severance Protection Agreement by and between ABC and Jon S. Edwards dated as of March 8, 1999.
10.16
Asset Purchase Agreement by and between Southland Bank and MBNA America Bank, N.A. dated as of December 19, 2002.
10.17
Interim Servicing Agreement by and between Southland Bank and MBNA America Bank, N.A. dated as of December 19, 2002.
10.18
Joint Marketing Agreement by and between ABC Bancorp and MBNA America Bank, N.A. dated as of December 19, 2002.
21.1
Schedule of subsidiaries of ABC Bancorp.
24.1
Power of Attorney relating to this Form 10-K is set forth on the signature pages of this Form 10-K.
99.1
Certification of ABC’s Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.2
Certification of ABC’s Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley-Act of 2002.
47
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
Consolidated financial statements:
Independent Auditor’s Report
F-1
INDEPENDENT AUDITOR’S REPORT
To the Board of Directors ABC Bancorp Moultrie, Georgia
We have audited the accompanying consolidated balance sheets of ABC Bancorp and Subsidiaries as of December 31, 2002 and 2001, and the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2002. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of ABC Bancorp and Subsidiaries as of December 31, 2002 and 2001, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2002, in conformity with accounting principles generally accepted in the United States of America.
/s/ M AULDIN & JENKINS, LLC
Albany, Georgia January 28, 2003
F-2
ABC BANCORP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2002 AND 2001 (Dollars in Thousands)
45,098
51,303
106,172
152,134
25,327
26,821
4,309
8,695
16,619
17,864
20,265
131,749
125,522
784,436
805,634
3,792
95,293
8,814
7,997
1,084,993
1,072,738
10,824
10,790
45,946
45,616
59,210
53,584
1,636
1,034
(443
(656
117,173
110,368
(9,689
(6,220
See Notes to Consolidated Financial Statements.
F-3
CONSOLIDATED STATEMENTS OF INCOME YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000 (Dollars in Thousands)
Interest income
Interest and fees on loans
Interest on taxable securities
Interest on nontaxable securities
187
869
959
Interest on deposits in other banks
Interest on federal funds sold
Interest expense
Interest on deposits
20,286
30,480
26,753
Interest on other borrowings
7,858
4,424
4,052
Net interest income
Provision for loan losses
Net interest income after provision for loan losses
40,735
36,620
36,459
Other income
Service charges on deposit accounts
Other service charges, commissions and fees
Mortgage origination fees
Gain on sale of securities
Other
Other expenses
Salaries and employee benefits
Equipment expense
2,394
2,817
2,484
Occupancy expense
2,588
1,951
1,854
Amortization of intangible assets
Data processing fees
Other operating expenses
Income before income taxes
Applicable income taxes
Net income
Basic earnings per share
Diluted earnings per share
F-4
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000 (Dollars in Thousands)
1,687
1,176
2,192
(1,085
(827
602
349
10,957
9,982
12,290
F-5
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000 (Dollars in Thousands)
Common Stock
Capital Surplus
Shares
Par Value
9,098,690
9,099
28,854
39,300
383
9,137,990
9,138
29,237
1,588,347
1,588
15,768
62,800
63
600
1,232
10,790,369
15,300
215
18,588
115
10,824,257
Retained Earnings
Accumulated Other Comprehensive Income (Loss)
Unearned Compensation
Treasury Stock
Cost
42,188
(1,507
(560
374,823
(2,058
(3,875
(422
387
416,159
(4,162
48,411
685
(595
790,982
(4,460
17,356
(663
(4,729
(231
444
133
262,339
(3,469
1,053,321
F-6
CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000 (Dollars in Thousands)
2,241
2,438
2,189
(1,643
(1,253
320
(13
(65
(726
(634
1,120
2,233
(1,970
(1,216
(672
578
588
167
(1
2,964
(900
12,092
3,443
22,447
17,260
13,541
28,193
(97,267
27,779
(140,148
(86,585
(26,927
78,632
82,511
15,167
37,903
42,996
(1,215
(34
13,942
(34,021
(53,244
(58,931
(1,726
(1,896
(2,359
11,609
(32,200
(89,121
(45,305
(14,971
24,591
39,227
4,412
1,139
2,256
25,100
69,738
109,800
(2,908
(39,515
(120,600
(4,749
(4,262
(3,745
(1,450
3,548
84,753
22,776
(6,205
12,892
(8,988
38,411
47,399
F-7
29,360
35,576
30,227
4,554
5,251
4,978
3,930
2,216
1,021
17,590
F-8
ABC BANCORP AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business
ABC Bancorp, (the “Company”) is a multi-bank holding company whose business is presently conducted by its subsidiary banks (the “Banks”). Through the Banks, the Company operates a full service banking business and offers a broad range of retail and commercial banking services to its customers located in a market area which includes South and Southeast Georgia, North Florida and Southeast Alabama. The Company and the Banks are subject to the regulations of certain federal and state agencies and are periodically examined by those regulatory agencies.
Basis of Presentation and Accounting Estimates
The consolidated financial statements include the accounts of the Company and its subsidiaries. Significant intercompany transactions and balances have been eliminated in consolidation.
In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the balance sheet date and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, the valuation of foreclosed real estate, impairment of intangible assets and deferred taxes.
The Company’s consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.
Cash, Due from Banks and Cash Flows
For purposes of reporting cash flows, cash and due from banks includes cash on hand, cash items in process of collection and amounts due from banks. Cash flows from loans, federal funds sold, deposits, interest-bearing deposits in banks and federal funds purchased and securities sold under agreements to repurchase are reported net.
The Banks are required to maintain reserve balances in cash or on deposit with the Federal Reserve Bank, based on a percentage of deposits. The total of those reserve balances was approximately $6,438,000 and $8,086,000 at December 31, 2002 and 2001, respectively.
Debt securities that management has the positive intent and ability to hold to maturity are classified as held-to-maturity and recorded at amortized cost. Management has not classified any of its debt securities as held-to-maturity. Securities not classified as held-to-maturity, including equity securities with readily determinable fair values, are classified as available-for-sale and recorded at fair value with unrealized gains and losses excluded from earnings and reported in other comprehensive income, net of the related deferred tax effect. Equity securities, including restricted stock, without a readily determinable fair value are classified as available-for-sale and recorded at cost.
Purchase premiums and discounts are recognized in interest income using the interest method based on the terms of the securities. Gains and losses on the sale of securities are determined using the specific identification method. Declines in the fair value of available-for-sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses.
F-9
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Loans
Loans are reported at their outstanding principal balances less unearned income, net deferred fees, and the allowance for loan losses. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct loan origination costs, are deferred and recognized as an adjustment of the related loan yield over the life of the loan using a method which approximates a level yield.
The accrual of interest on loans is discontinued when, in management’s opinion, the borrower may be unable to meet payments as they become due, unless the loan is well-secured. All interest accrued but not collected for loans that are placed on nonaccrual or charged off is reversed against interest income. Interest income on nonaccrual loans is subsequently recognized only to the extent cash payments are received until the loans are returned to accrual status.
The allowance for loan losses is established through a provision for loan losses charged to expense. Loan losses are charged against the allowance when management believes the collectibility of the principal is unlikely. Subsequent recoveries are credited to the allowance.
The allowance is an amount that management believes will be adequate to absorb estimated losses in the loan portfolio. The allowance for loan losses is evaluated on a regular basis by management and is based upon management’s periodic review of the collectibility of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available. While management uses the best information available to make its evaluation, future adjustments to the allowance may be necessary if there are significant changes in economic conditions. In addition, regulatory agencies, as an integral part of their examination process, periodically review the Company’s allowance for loan losses, and may require the Company to make additions to the allowance based on their judgment about information available to them at the time of their examinations.
A loan is considered impaired when it is probable the Banks will be unable to collect all principal and interest payments due in accordance with the contractual terms of the loan agreement. Impaired loans are measured by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral dependent. The amount of impairment, if any, and any subsequent changes are included in the allowance for loan losses.
Premises and Equipment
Land is carried at cost. Premises and equipment are carried at cost less accumulated depreciation computed principally on the straight-line method over the estimated useful lives:
Years
Buildings
Furniture and equipment
5-7
F-10
Intangible Assets and Goodwill
Intangible assets, arising from excess of purchase price over the fair value of net assets acquired in purchase transactions, represent identified intangible assets and goodwill. Identifiable intangible assets are amortized over their estimated useful lives. Goodwill arising from purchase transactions consummated prior to July 1, 2002 had been amortized over periods ranging from 15 to 25 years. In 2001 and 2002, the Financial Accounting Standards Board (the FASB) issued four new accounting standards, which significantly affected the accounting for goodwill and other intangible assets arising from purchase transactions. See “Accounting Standards” included in this note for additional information on SFAS Statements No. 141, 142, 144 and 147. As a result of the application of these new standards, goodwill and intangible assets that management concludes have indefinite useful lives can no longer be amortized, but are subject to impairment tests performed at least annually. Other identifiable intangible assets will continue to be amortized over their estimated useful lives but will be subject to impairment tests.
For the year ended December 31, 2002, no amortization of goodwill was included in the consolidated statement of income. For the years ended December 31, 2001 and 2000, charges in the amount of $668,000 and $627,000, respectively, were included in the consolidated statements of income for amortization of goodwill. Included in the consolidated statements of income for December 31, 2002, 2001 and 2000, were charges for amortization of identifiable intangible assets in the amounts of $1,765,000, $517,000 and $177,000, respectively.
Other Real Estate Owned
Other real estate owned represents properties acquired through foreclosure. Other real estate owned is held for sale and is carried at the lower of cost or fair value less estimated costs to sell. Any write-down to fair value at the time of transfer to other real estate owned is charged to the allowance for loan losses. Revenue and expenses from operations and changes in the valuation allowance are included in net expenses from foreclosed assets. The carrying amount of other real estate owned at December 31, 2002 and 2001 was $1,534,200 and $1,249,500, respectively.
Deferred income tax assets and liabilities are determined using the balance sheet method. Under this method, the net deferred tax asset or liability is determined based on the tax effects of the temporary differences between the book and tax bases of the various balance sheet assets and liabilities and gives current recognition to changes in tax rates and laws.
Stock Compensation Plans
At December 31, 2002, the Company has two stock-based employee compensation plans, which are described more fully in Note 13. The Company accounts for those plans under the recognition and measurement principles of APB Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations. No stock-based employee compensation cost is reflected in net income, as all options granted under those plans had an exercise price equal to the market value of the underlying stock on the date of grant. The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of FASB Statement No. 123, Accounting for Stock-Based Compensation, to stock-based employee compensation.
F-11
Stock Compensation Plans (Continued)
Years Ended December 31,
Net income, as reported
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects
(54
(39
(33
Pro forma net income
10,301
9,594
10,065
Earnings per share:
Basic - as reported
Basic - pro forma
Diluted - as reported
Diluted - pro forma
The Company’s repurchases of shares of its common stock are recorded at cost as “Treasury stock” and result in a reduction of “Stockholders’ equity.” When treasury shares are reissued, the Company uses a first-in, first-out method and any difference in repurchase cost and reissuance price is recorded as an increase or reduction in “Capital surplus.”
Earnings Per share
Basic earnings per common share are computed by dividing net income by the weighted-average number of shares of common stock outstanding. Diluted earnings per common share are computed by dividing net income by the effect of the issuance of potential common shares that are dilutive by the sum of the weighted-average number of shares of common stock outstanding and potential common shares. Potential common shares consist of only stock options for the years ended December 31, 2002, 2001 and 2000. The weighted-average number of shares outstanding for the years ended at December 31, 2002, 2001 and 2000 was 9,858,463; 9,214,276 and 8,460,230, respectively. The weighted-average number of shares outstanding and potential shares for the years ended December 31, 2002, 2001 and 2000 was 9,908,663, 9,250,040 and 8,465,669, respectively.
Potential common shares not included due to the fact that they would be anti-dilutive at December 31, 2002, 2001 and 2000 were 89,944, 30,696 and 159,052, respectively.
Comprehensive Income
Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities, such as unrealized gains and losses on available-for-sale securities, are reported as a separate component of the equity section of the balance sheet, such items, along with net income, are components of comprehensive income.
F-12
Accounting Standards
In June 2001, the FASB issued SFAS No. 141, “Business Combinations,” and SFAS No. 142. “Goodwill and Other Intangible Assets.” SFAS No. 141 requires that all business combinations consummated after June 30, 200l be accounted for by the purchase method unless the combination was initiated on or prior to that date and it meets the conditions to be accounted by the pooling-of-interests method in accordance with APB Opinion No. 16, “Business Combinations.” Under SFAS No. 142, goodwill and intangible assets that management concludes have indefinite useful lives will no longer be amortized, but will be subject to impairment tests performed at least annually. SFAS No. 142 also requires the Company to perform a transitional impairment test of all previously recognized goodwill and to assign all recognized assets and liabilities to reporting units. Other identifiable intangible assets will continue to be amortized over their useful lives.
During 2002, the Company performed the first of the required annual impairment tests of goodwill and indefinite lived intangible assets. As a result of this test, no amount was charged to earnings for impairment in 2002. Application of the nonamortization provisions of SFAS No. 142 resulted in an increase of $730,000 ($.07 per share basic and diluted share) in net income for 2002.
In October 2002, the FASB issued SFAS No. 147, “Acquisitions of Certain Financial Institutions.” SFAS No. 147 removed acquisitions of financial institutions from the scope of SFAS No. 72, “Accounting for Certain Acquisitions of Banking or Thrift Institutions,” which permitted the recognition and subsequent amortization of any excess of the fair value of liabilities assumed over the fair value of tangible and identifiable intangible assets acquired as an unidentifiable intangible asset. For a transaction that is a business combination, SFAS No. 147 requires that the unidentifiable intangible asset acquired be recognized as goodwill and accounted for under SFAS No. 142. SFAS No. 147 also amended SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” to include in its scope long-term borrower-relationship intangible assets of financial institutions such as depositor-and-borrower-relationship intangible assets and credit cardholder intangible assets. Consequently, those intangible assets are subject to the same undiscounted cash flow recoverability test and impairment loss recognition and measurement provisions that SFAS No. 144 requires of other long-lived assets that are held and used. As a result of the application of SFAS No. 147 as of October 1, 2002, approximately $2,621,000 of previously recognized unidentifiable intangible assets was reclassified to goodwill in 2002.
In December 2002, the FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation—Transition and Disclosure.” SFAS No. 148 amends SFAS No. 123, “Accounting for Stock-Based Compensation,” to provide alternative methods of transition for an entity that voluntarily changes to the fair value based method of accounting for stock-based employee compensation. It also amends the disclosure provisions of SFAS No. 123 to require prominent disclosure about the effects on reported net income of an entity’s accounting policy decisions with respect to stock-based employee compensation. The Company has not elected to adopt the recognition provisions of this Statement for stock-based employee compensation and has elected to continue with accounting methodology in Opinion No. 25 as permitted by SFAS No. 123.
Reclassification of Certain Items
Certain items in the consolidated financial statements as of and for the years ended December 31, 2001 and 2000 have been reclassified, with no effect on total assets or net income, to be consistent with the classifications adopted for the year ended December 31, 2002.
F-13
NOTE 2.
INVESTMENTS IN SECURITIES
The amortized cost and fair value of securities are summarized as follows:
Amortized Cost
Gross Unrealized Gains
Gross Unrealized Losses
Fair Value
72,326
1,488
(41
3,362
179
22,838
384
(355
76,439
921
(46
859
175,824
2,972
(493
49,509
(70
5,239
119
(19
7,171
(458
88,128
1,242
(259
521
(25
150,568
2,397
(831
The amortized cost and fair value of debt securities as of December 31, 2002 by contractual maturity are shown below. Maturities may differ from contractual maturities in mortgage-backed securities because the mortgages underlying the securities may be called or repaid without penalty. Therefore, these securities are not included in the maturity categories in the following maturity summary.
27,493
27,867
60,779
62,283
5,620
4,674
4,399
F-14
INVESTMENTS IN SECURITIES (Continued)
Securities with a carrying value of $84,535,517 and $86,541,872 at December 31, 2002 and 2001, respectively, were pledged to secure public deposits and for other purposes required or permitted by law.
Gains and losses on sales of securities available for sale consist of the following:
NOTE 3.
LOANS AND ALLOWANCE FOR LOAN LOSSES
The composition of loans is summarized as follows:
The following is a summary of information pertaining to impaired loans:
As of and For the Years Ended December 31,
1,358
1,984
8,966
8,249
5,603
51
792
666
541
Loans on nonaccrual status amounted to approximately $7,561,000, $11,958,000 and $4,863,000 at December 31, 2002, 2001 and 2000, respectively. There were $171,000, $691,000 and $81,000 of loans past due ninety days or more and still accruing interest at December 31, 2002, 2001, and 2000, respectively.
F-15
LOANS AND ALLOWANCE FOR LOAN LOSSES (Continued)
Changes in the allowance for loan losses for the years ended December 31, 2002, 2001, and 2000 are as follows:
(7,159
(5,488
(2,594
1,110
819
In the ordinary course of business, the Company has granted loans to certain directors, executive officers, and their affiliates. The interest rates on these loans were substantially the same as rates prevailing at the time of the transaction and repayment terms are customary for the type of loan. Changes in related party loans for the years ended December 31, 2002 and 2001 are as follows:
34,488
36,321
33,424
9,890
(26,285
(10,771
1,180
(952
42,807
NOTE 4.
PREMISES AND EQUIPMENT, NET
Premises and equipment are summarized as follows:
6,096
6,200
22,618
22,260
17,889
19,643
472
1,697
47,075
49,800
(21,748
(22,979
F-16
NOTE 5.
INTANGIBLE ASSETS
Following is a summary of information related to acquired intangible assets:
As of December 31, 2002
As of December 31, 2001
Gross Carrying Amount
Accumulated Amortization
8,896
4,587
11,517
2,822
The aggregate amortization expense was $1,765,000, $1,185,000 and $804,000 for the years ended December 31, 2002, 2001, and 2000, respectively.
The estimated amortization expense for each of the next five years is as follows:
1,023,000
790,000
642,000
549,000
490,000
There were no changes in the carrying amount of goodwill during the year ended December 31, 2002, except for the reclassification of approximately $2,621,000 of previously recognized unidentifiable intangible assets in accordance with SFAS No. 147.
Following is a summary of net income and earnings per share that would have been reported exclusive of amortization expense recognized in those periods related to goodwill and intangible assets that are no longer being amortized.
For the Year Ended December 31,
668
627
10,725
.07
1.12
1.26
F-17
NOTE 6.
The aggregate amount of time deposits in denominations of $100,000 or more at December 31, 2002 and 2001 was $155,048,000 and $156,562,000, respectively. The scheduled maturities of time deposits at December 31, 2002 are as follows:
407,921
36,122
12,212
3,886
4,550
464,768
NOTE 7.
SECURITIES SOLD UNDER REPURCHASE AGREEMENTS
Securities sold under repurchase agreements, which are secured borrowings, generally mature within one to four days from the transaction date. Securities sold under repurchase agreements are reflected at the amount of cash received in connection with the transactions. The Company may be required to provide additional collateral based on the fair value of the underlying securities. The Company monitors the fair value of the underlying securities on a daily basis. Securities sold under repurchase agreements at December 31, 2002 and 2001 were $8,204,000 and $3,792,000, respectively.
NOTE 8.
EMPLOYEE BENEFIT PLANS
The Company has established a retirement plan for eligible employees. The ABC Bancorp 401(k) Profit Sharing Plan allows a participant to defer a portion of his compensation and provides that the Company will match a portion of the deferred compensation. The plan also provides for nonelective and discretionary contributions. All full-time and part-time employees are eligible to participate in the 401(k) Profit Sharing Plan provided they have met the eligibility requirements. Generally, a participant must have completed twelve months of employment with a minimum of 1,000 hours.
In 2002, the Company terminated the ABC Bancorp Money Purchase Pension Plan. All fully funded employee benefits under the plan were transferred to the 401(k) profit sharing plan.
Aggregate expense under the two plans charged to operations during 2002, 2001 and 2000 amounted to $877,000, $655,000 and $949,000, respectively.
F-18
NOTE 9.
DEFERRED COMPENSATION PLANS
The Company and two subsidiary banks have entered into separate deferred compensation arrangements with certain executive officers and directors. The plans call for certain amounts payable at retirement, death or disability. The estimated present value of the deferred compensation is being accrued over the remaining expected term of active employment. The Company and Banks have purchased life insurance policies which they intend to use to finance this liability. Cash surrender value of life insurance of $1,038,000 and $965,000 at December 31, 2002 and 2001 is included in other assets. Accrued deferred compensation of $1,012,000 and $919,000 at December 31, 2002 and 2001 is included in other liabilities. Aggregate compensation expense under the plans were $93,000, $74,000 and $43,000 for 2002, 2001 and 2000, respectively, and is included in other operating expenses.
NOTE 10.
OTHER BORROWINGS
Other borrowings consist of the following:
8,044
9,507
26,000
27,000
152
498
82,994
58,188
The advances from Federal Home Loan Bank are collateralized by the pledging of first mortgage loans and other specific loans.
Other borrowings at December 31, 2002 have maturities in future years as follows:
16,485
1,484
1,463
F-19
NOTE 11.
INCOME TAXES
The income tax expense in the consolidated statements of income consists of the following:
Current
5,142
5,418
4,977
Deferred
The Company’s income tax expense differs from the amounts computed by applying the federal income tax statutory rates to income before income taxes. A reconciliation of the differences is as follows:
5,247
4,871
4,910
(224
(476
(497
274
162
(232
Net deferred income tax assets of $3,632,000 and $3,877,000 at December 31, 2002 and 2001, respectively, are included in other assets. The components of deferred income taxes are as follows:
4,942
4,945
344
313
295
401
235
429
140
121
75
6,052
6,303
242
233
843
533
1,335
1,660
2,420
2,426
3,632
3,877
F-20
NOTE 12.
TRUST PREFERRED SECURITIES
In 2001, the Company formed a wholly-owned grantor trust to issue cumulative trust preferred securities to the public. The grantor trust has invested the proceeds of the trust preferred securities in junior subordinated debentures of the Company. The trust preferred securities can be redeemed prior to maturity at the option of the Company on or after September 30, 2006. The sole assets of the guarantor trust are the Junior Subordinated Deferrable Interest Debentures of the Company (the Debentures) held by the grantor trust. The Debentures have the same interest rate (9%) as the trust preferred securities. The Company has the right to defer interest payments on the Debentures at any time or from time to time for a period not exceeding 20 consecutive quarters provided that no extension period may extend beyond the stated maturity of the related Debentures. During any such extension period, distributions on the trust preferred certificates would also be deferred.
The trust preferred securities are subject to mandatory redemption upon repayment of the related Debentures at their stated maturity date or their earlier redemption at a redemption price equal to their stated maturity date or their earlier redemption at a redemption price equal to their liquidation amount plus accrued distributions to the date fixed for the redemption upon concurrent repayment of the related Debentures. The trust preferred securities may be redeemed in whole or part at any time on or after September 30, 2006.
Payment of periodic cash distributions and payment upon liquidation or redemption with respect to the trust preferred securities are guaranteed by the Company to the extent of funds held by the grantor trust (the Preferred Securities Guarantee). The Preferred Securities Guarantee, when taken together with the Company’s other obligations under the Debentures, constitute a full and unconditional guarantee, on a subordinated basis, by the Company of payments due on the trust preferred securities.
The Company is required by the Federal Reserve Board to maintain certain levels of capital for bank regulatory purposes. The Federal Reserve Board has determined that certain cumulative preferred securities having the characteristics of trust preferred securities qualify as minority interest, which is included in Tier 1 capital for bank and financial holding companies. In calculating the amount of Tier l qualifying capital, the trust preferred securities can only be included up to the amount constituting 25% of total Tier 1 capital elements (including trust preferred securities). Such Tier 1 capital treatment provides the Company with a more cost-effective means of obtaining capital for bank regulatory purposes than if the Company were to issue preferred stock.
The trust preferred securities and the related Debentures were issued on November 8, 2001. Both financial instruments bear an identical annual rate of interest of 9%. Distributions on the trust preferred securities are paid quarterly on March 31, June 30, September 30 and December 31 of each year. Interest on the Debentures is paid on the corresponding dates. The aggregate principal amount of trust preferred certificates outstanding at December 31, 2002 and 2001 was $34,500,000. The aggregate principal amount of Debentures outstanding at December 31, 2002 and 2001 was $35,567,000.
F-21
NOTE 13.
STOCK OPTION PLANS
The Company has two fixed stock option plans under which it has granted options to its Chief Executive Officer to purchase common stock at the fair market price on the date of grant. All of the options are intended to be incentive stock options qualifying under Section 422 of the Internal Revenue Code for favorable tax treatment. Under the 1992 Plan, options to purchase 10,000 shares were granted. All of these options were exercised during 2002. Under the 1997 Plan, options to purchase 67,500 shares were granted. Options under the 1997 Plan are fully vested and are exercisable over a period of ten years subject to certain limitations as to aggregate fair market value (determined as of the date of the grant) of all options exercisable for the first time by the optionee during any calendar year (the “$100,000 Per-Year Limitation”). Under the 1997 Plan, options to purchase 51,450 shares were exercisable as of December 31, 2002.
At the annual meeting on April 15, 1997, the shareholders approved the ABC Bancorp Omnibus Stock Ownership and Long-Term Incentive Plan (the “Omnibus Plan”). Awards granted under the Omnibus Plan may be in the form of Qualified or Nonqualified Stock Options, Restricted Stock, Stock Appreciation Rights (“SARS”), Long-Term Incentive Compensation Units consisting of a combination of cash and Common Stock, or any combination thereof within the limitations set forth in the Omnibus Plan. The Omnibus Plan provides that the aggregate number of shares of the Company’s Common Stock which may be subject to award may not exceed 637,500 subject to adjustment in certain circumstances to prevent dilution. As of December 31, 2002, the Company has issued a total of 186,796 restricted shares under the Omnibus Plan as compensation for certain employees. These shares carry dividend and voting rights. Sale of these shares is restricted prior to the date of vesting, which is three years from the date of the grant. Shares issued under this plan were recorded at their fair market value on the date of their grant with a corresponding charge to equity. The unearned portion is being amortized as compensation expense on a straight-line basis over the related vesting period. Compensation expense related to these grants was $444,000, $602,000 and $387,000 for 2002, 2001 and 2000, respectively. In addition to the granting of restricted shares, options to purchase 246,488 shares of the Company’s common stock have been granted under the Omnibus Plan as of December 31, 2002.
Other pertinent information related to the options is as follows:
Number
Weighted- Average Exercise Price
285,943
10.95
239,553
159,151
11.40
81,950
14.42
71,550
10.60
86,000
(18,589
7.17
(1,232
10.09
(35,316
12.06
(23,928
10.47
(5,598
11.79
313,988
11.95
130,352
99,625
65,781
2.96
1.84
F-22
STOCK OPTION PLANS (Continued)
Information pertaining to options outstanding at December 31, 2002 is as follows:
Options Outstanding
Options Exercisable
Number Outstanding
Weighted- Average Contractual Life in Years
67,500
11.33
51,450
23,994
5.0
15.94
19,195
6,000
5.3
14.17
6.1
10.39
360
9.90
14,397
6.3
3,600
2,400
6.9
10.83
1,440
57,000
7.1
10.38
22,800
3,000
7.5
9.94
1,200
45,550
8.1
10.50
9,110
8.5
11.20
2,000
8,000
9.2
13.25
59,950
9.7
14.55
6.95
11.67
The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:
3.60
4.57
7 years
10 years
22.80
15.04
17.34
4.60
5.05
5.76
F-23
NOTE 14.
EARNINGS PER SHARE
Presented below is a summary of the components used to calculate basic and diluted earnings per share:
9,859
9,214
8,460
50
9,909
9,250
8,465
NOTE 15.
COMMITMENTS AND CONTINGENT LIABILITIES
Loan Commitments
The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. Such commitments involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amount recognized in the balance sheets.
The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments. A summary of the Company’s commitments is as follows:
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.
F-24
COMMITMENTS AND CONTINGENT LIABILITIES (Continued)
Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Those letters of credit are primarily issued to support public and private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. Collateral is required in instances which the Company deems necessary.
Contingencies
In the normal course of business, the Company is involved in various legal proceedings. In the opinion of management, any liability resulting from such proceedings would not have a material effect on the Company’s financial statements.
NOTE 16.
CONCENTRATIONS OF CREDIT
The Banks make agricultural, agribusiness, commercial, residential and consumer loans to customers primarily in counties in South and Southeast Georgia, North Florida and Southeast Alabama. A substantial portion of the Company’s customers’ abilities to honor their contracts is dependent on the business economy in the geographical area served by the Banks.
Although the Company’s loan portfolio is diversified, there is a relationship in this region between the agricultural economy and the economic performance of loans made to nonagricultural customers. The Company’s lending policies for agricultural and nonagricultural customers require loans to be well-collateralized and supported by cash flows. Collateral for agricultural loans include equipment, crops, livestock and land. Credit losses from loans related to the agricultural economy is taken into consideration by management in determining the allowance for loan losses.
A substantial portion of the Company’s loans are secured by real estate in the Company’s primary market area. In addition, a substantial portion of the real estate owned is located in those same markets. Accordingly, the ultimate collectibility of a substantial portion of the Company’s loan portfolio and the recovery of a substantial portion of the carrying amount of real estate owned are susceptible to changes in market conditions in the Company’s primary market area.
The Company has a concentration of funds on deposit at its two primary correspondent banks at December 31, 2002 as follows:
28,848
76,337
F-25
NOTE 17.
REGULATORY MATTERS
The Banks are subject to certain restrictions on the amount of dividends that may be declared without prior regulatory approval. At December 31, 2002, approximately $10,400,000 of retained earnings were available for dividend declaration without regulatory approval.
The Company and the Banks are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on the financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Banks must meet specific capital guidelines that involve quantitative measures of the assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. Capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Prompt corrective action provisions are not applicable to bank holding companies.
Quantitative measures established by regulation to ensure capital adequacy require the Company and the Banks to maintain minimum amounts and ratios of total and Tier I capital to risk-weighted assets, as defined and of Tier I capital to average assets, as defined. Management believes, as of December 31, 2002 and 2001, the Company and the Banks met all capital adequacy requirements to which they are subject.
As of December 31, 2002, the most recent notification from the regulatory authorities categorized the Banks as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Banks must maintain minimum total risk-based, Tier I risk-based, and Tier I leverage ratios as set forth in the table. There are no conditions or events since that notification that management believes have changed the Banks’ category.
The Banks’ actual capital amounts and ratios are presented in the following table.
For Capital Adequacy Purposes
To Be Well Capitalized Under Prompt Corrective Action Provisions
Ratio
- - -N/A - - -
17,374
13.63
10,200
12,750
10.00
8,210
12.30
5,342
6,678
4,813
3,299
4,124
14,937
10,002
12,502
7,236
13.85
4,181
5,226
19,782
14.13
11,198
13,998
5,721
13.04
3,509
4,386
6,772
11.21
4,833
6,041
8,266
14.40
4,591
5,739
6,589
16.20
3,254
4,067
14,342
9,443
11,804
F-26
REGULATORY MATTERS (Continued)
15,776
12.37
5,100
7,650
6.00
7,375
11.04
2,671
4,007
4,296
1,649
2,474
13,366
10.69
5,001
7,501
6,577
12.58
2,090
3,136
18,019
12.87
5,599
8,399
5,169
1,754
2,631
6,015
9.96
2,416
3,625
7,543
13.14
2,295
6,104
15.01
1,627
2,440
12,861
10.90
4,722
7,083
- - - N/A - - -
9.02
6,996
8,745
5.00
9.21
3,203
4,004
8.37
2,053
2,566
8.01
6,675
8,343
8.09
3,252
4,065
6.83
10,553
13,191
8.44
2,450
3,062
8.04
2,993
3,741
8.11
3,720
4,650
9.19
2,657
3,321
9.29
5,538
6,922
F-27
122,372
15.02
65,266
14,311
11.19
10,228
12,785
6,496
12.28
4,230
5,288
3,937
10.99
2,865
3,582
13,269
11.94
8,888
11,110
14.80
3,917
4,897
19,199
13.33
11,522
14,403
5,806
12.02
3,865
4,831
6,659
10.97
4,858
6,072
6,782
11.32
4,794
5,992
15.52
2,886
3,607
12,307
12.01
8,196
10,245
103,506
12.70
32,633
12,710
5,114
7,671
5,834
11.03
2,115
3,173
3,487
1,433
2,149
11,876
4,444
6,666
6,627
13.53
1,959
2,938
17,393
12.08
5,761
8,642
5,200
10.76
1,933
2,899
5,899
9.71
2,429
3,643
6,017
10.04
3,595
5,148
14.27
1,443
2,164
11,010
10.75
4,098
6,147
9.26
43,874
7.18
7,067
8,834
8.48
2,753
3,442
7.53
1,852
2,314
8.03
5,989
7,486
3,129
3,912
6.99
10,081
12,602
8.66
2,999
2,991
3,738
11.09
2,344
2,931
8.42
2,557
3,196
7.56
6,300
7,875
F-28
NOTE 18.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The fair value of a financial instrument is the current amount that would be exchanged between willing parties, other than in a forced liquidation. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument. SFAS 107 excludes certain financial instruments and all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company.
The following methods and assumptions were used by the Company in estimating fair value disclosures for financial instruments.
Cash, Due From Banks, Interest-Bearing Deposits in Banks and Federal Funds Sold: The carrying amounts of cash, due from banks, interest-bearing deposits in banks and federal funds sold approximate fair values.
Securities: Fair values for securities are based on available quoted market prices. The carrying values of equity securities and restricted stock with no readily determinable fair value approximate fair values.
Loans: For variable-rate loans that reprice frequently and have no significant change in credit risk, fair values are based on carrying values. For other loans, the fair values are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers with similar credit quality. Fair values for impaired loans are estimated using discounted cash flow analyses or underlying collateral values, where applicable.
Deposits: The carrying amounts of demand deposits, savings deposits, and variable-rate certificates of deposit approximate their fair values. Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits.
Federal Funds Purchased, Repurchase Agreements and Other Borrowings: The fair values of the Company’s fixed rate other borrowings are estimated using discounted cash flow models based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements. The carrying amounts of all other variable rate borrowings, federal funds purchased, and securities sold under repurchase agreements approximate their fair values.
Trust Preferred Securities: The fair value of the Company’s fixed rate trust preferred securities are based on available quoted market prices.
F-29
FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)
Accrued Interest: The carrying amounts of accrued interest approximate their fair values.
Off-Balance-Sheet Instruments: Fair values of the Company’s off-balance-sheet financial instruments are based on fees currently charged to enter into similar agreements. Since the majority of the Company’s off-balance-sheet instruments consist of nonfee producing, variable-rate commitments, the Company has determined they do not have a distinguishable fair value.
The carrying value and estimated fair value of the Company’s financial instruments were as follows:
December 31, 2002
December 31, 2001
Carrying Amount
123,077
157,475
837,057
819,616
9,647
10,767
919,406
935,729
117,094
94,067
2,395
3,611
37,088
F-30
NOTE 19.
CONDENSED FINANCIAL INFORMATION OF ABC BANCORP
(PARENT COMPANY ONLY)
CONDENSED BALANCE SHEETS DECEMBER 31, 2002 AND 2001 (Dollars in Thousands)
3,535
22,187
14,933
3,557
128,286
116,993
6,232
8,026
152,986
150,763
9,607
2,858
2,508
45,502
46,615
F-31
(PARENT COMPANY ONLY) (Continued)
CONDENSED STATEMENTS OF INCOME YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000 (Dollars in Thousands)
4,220
7,386
7,645
334
212
52
9,865
9,252
8,424
1,416
1,002
645
15,835
17,852
16,766
3,650
955
174
1,129
1,599
935
12,239
10,072
9,716
17,018
12,626
10,825
(1,183
5,941
1,860
590
621
677
5,816
6,562
9,678
3,817
3,536
F-32
CONDENSED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000 (Dollars in Thousands)
698
636
(9,678
(3,817
(3,536
(9
(2
(58
58
(552
(27
(284
(203
301
(61
(117
624
(729
(7,714
(3,788
(2,139
2,641
5,845
7,959
(11,376
(3,557
(369
(111
(1,521
(8,500
(400
422
979
(11,681
(11,745
(23,427
258
(1,463
(7,131
(500
14,738
(9,548
37,857
(8,407
(18,652
20,275
(190
1,912
2,102
3,388
853
F-33