Back to GetFilings.com



 U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(X)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2003

(  )

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  0-26016

PALMETTO BANCSHARES, INC.
(Exact name of registrant as specified in its charter)

 

South Carolina
(State or other jurisdiction of incorporation or organization)

74-2235055
(IRS Employer Identification No.)

     

301 Hillcrest Drive, Laurens, South Carolina
(Address of principal executive offices)

29360
(Zip Code)

   

(864) 984-4551
(Registrant's telephone number)

palmettobank.com
(Registrant's web site)

   
          Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X   No __ 
 
          Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).  Yes X   No __
  
           Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
Class   Outstanding at November 6, 2003

 
Common stock, $5.00 par value   6,257,624

1


PALMETTO BANCSHARES, INC.
Table of Contents

Page No.

PART I.  FINANCIAL INFORMATION 3
Item 1. Financial Statements 3
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 13
Item 3. Quantitative and Qualitative Disclosures about Market Risk 34
Item 4. Controls and Procedures 36
PART II.  OTHER INFORMATION 37
Item 1. Legal Proceedings 37
Item 2. Changes in Securities and Use of Proceeds 37
Item 3. Defaults Upon Senior Securities 37
Item 4. Submission of Matters to a Vote of Security Holders 37
Item 5. Other Information 37
Item 6. Exhibits and Reports on Form 8-K 37
SIGNATURES 38

2


PART 1. FINANCIAL INFORMATION

Item 1. Financial Statements

PALMETTO BANCSHARES, INC.

Consolidated Balance Sheets

(in thousands, except share data)

September 30, December 31,

2003

2002

2002

(unaudited)

ASSETS
Cash and due from banks  $        32,898            40,120                  32,608
Federal funds sold            24,745            29,840 5,485
Federal Home Loan Bank (FHLB) stock, at cost              1,868              1,733 1,733
Investment securities available for sale at fair value          110,506          97,074 115,108
Loans held for sale            8,363              8,747 11,851
Loans          670,850          599,594 625,542
Less allowance for loan losses

    (7,241)

           (6,252)

(6,402)

Loans, net          663,609          593,342                 619,140
Premises and equipment, net            21,378            19,726 19,715
Accrued interest receivable              3,880              4,535 4,146
Other assets

           15,527

           14,104

15,206

Total assets

 $      882,774

         809,221

                824,992

LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Deposits
Noninterest-bearing  $      118,710          113,887                 114,573
Interest-bearing

         648,771

         590,333

607,418

Total deposits          767,481          704,220 721,991
Securities sold under agreements to repurchase            15,373            17,314 12,831
Commercial paper (Master notes)            21,750            16,226 14,839
Other liabilities

             7,766

             5,314

7,810

Total liabilities

         812,370

         743,074

757,471

Shareholders' equity
Common stock - par value $5.00 per share;  authorized 
10,000,000 shares; issued and outstanding 6,256,624, 6,303,778 
and 6,324,659 at September 30, 2003 and 2002 and December  
31, 2002, respectively.            31,283            31,519 31,623
Capital surplus                 244                   84                          50
Retained earnings            37,967            32,577 34,173
Accumulated other comprehensive income, net of tax

             910

             1,967

1,675

Total shareholders' equity

           70,404

           66,147

67,521

Total liabilities and shareholders' equity

 $      882,774

         809,221

                824,992

 

See accompanying notes to consolidated interim financial statements.

3


PALMETTO BANCSHARES, INC.
Consolidated Statements of Income
(in thousands, except share data)

For the three months 
ended September 30, 

2003

2002

(unaudited)
Interest income
Interest and fees on loans  $     10,633  $     10,584
Interest and dividends on investment securities available for sale
U.S. Treasury and U.S. Government agencies              179              470
State and municipal              409              412
Mortgage-backed securities              102              89
Interest on federal funds sold                48              96
Dividends on FHLB stock

               17

               22

Total interest income         11,388         11,673
Interest expense
Interest on deposits, including retail repurchase agreements             2,641            2,946
Interest on federal funds purchased                  8                  --
Interest on commercial paper (Master notes)

                 28

                44

Total interest expense

            2,677

           2,990

Net interest income          8,711          8,683
Provision for loan losses

            900

         1,200

Net interest income after provision for loan losses

         7,811

         7,483

Noninterest income
Service charges on deposit accounts          2,196          2,052
Fees for trust and brokerage services             701             576
Mortgage banking income             219             85
Gains on sales of investment securities             81               114
Other

            673

            615

Total noninterest income          3,870          3,442
Noninterest expense
Salaries and other personnel          3,992          3,854
Net occupancy             582             563
Furniture and equipment             884             698
Postage and supplies             318             397
Marketing and advertising             195             180
Telephone             186             204
Cardholder processing             138             132
Other

         1,294

        1,384

Total noninterest expense

         7,589

7,412

Income before income taxes          4,092          3,513
Income tax provision

         1,235

         1,184

Net income

 $      2,857

         2,329

Share Data:
Net income - Basic  $        0.46            0.37
Net income - Diluted            0.45            0.36
Book value          11.25          10.49
Weighted average common shares outstanding - Basic   6,273,780   6,301,974
Weighted average common shares outstanding - Diluted
  6,370,340
  6,469,441

See accompanying notes to consolidated interim financial statements.

4


PALMETTO BANCSHARES, INC.
Consolidated Statements of Income
(in thousands, except share data)

For the nine months 
ended September 30, 

2003

2002

(unaudited)
Interest income
Interest and fees on loans  $     32,127  $     31,409
Interest and dividends on investment securities available for sale
U.S. Treasury and U.S. Government agencies              893              1,218
State and municipal              1,182              1,545
Mortgage-backed securities              492              327
Interest on federal funds sold                111              307
Dividends on FHLB stock

               60

               72

Total interest income         34,865         34,878
Interest expense
Interest on deposits, including retail repurchase agreements             8,134            9,289
Interest on federal funds purchased                  19                  1
Interest on commercial paper (Master notes)

                 80

                115

Total interest expense

            8,233

           9,405

Net interest income          26,632          25,473
Provision for loan losses

            2,700

         3,100

Net interest income after provision for loan losses

         23,932

         22,373

Noninterest income
Service charges on deposit accounts          6,417          5,859
Fees for trust and brokerage services             2,053             1,839
Mortgage banking income             305            457
Gains on sales of investment securities             362               349
Other

            1,996

            1,864

Total noninterest income          11,133          10,368
Noninterest expense
Salaries and other personnel          11,794          11,210
Net occupancy             1,691             1,672
Furniture and equipment             2,536             2,002
Postage and supplies             1,123             1,107
Marketing and advertising             632             710
Telephone             557             594
Cardholder processing             412             420
Other

         3,932

        4,179

Total noninterest expense

         22,677

21,894

Income before income taxes          12,388          10,847
Income tax provision

         3,921

         3,578

Net income

 $      8,467

         7,269

Share Data:
Net income - Basic  $        1.34            1.15
Net income - Diluted            1.32            1.12
Book value          11.25          10.49
Weighted average common shares outstanding - Basic   6,315,334   6,294,386
Weighted average common shares outstanding - Diluted
  6,410,952
  6,464,048

See accompanying notes to consolidated interim financial statements.

5


PALMETTO BANCSHARES, INC.
 Consolidated Statements of Changes in Shareholders' Equity and Comprehensive Income
(in thousands, except share data) (unaudited)

Accumulated

Shares of other
common Common Capital Retained comprehensive

stock

stock

surplus

earnings

income, net

Total

Balance at December 31, 2001  6,283,623  $   31,418                26          27,386                      238       59,068
Net income     7,269         7,269
Other comprehensive income, net of tax:
     Net unrealized holding gains (losses) arising during 
          period, net of tax effect of $1,217                 1,944
     Less:  reclassification adjustment for gains included
          in net income, net of tax effect of $134                   (215)
     Net unrealized gains (losses) on securities

           1,729

Comprehensive income

        8,998

Cash dividend ($.11 per share)  (2,078)       (2,078)
Stock option activity

       20,155

101

               58

               

              

          159

Balance at September 30, 2002

 6,303,778

 $   31,519

               84

         32,577

               1,967

66,147

Balance at December 31, 2002  6,324,659  $   31,623                50          34,173               1,675      67,521
Net income   8,467       8,467
Other comprehensive income, net of tax:
     Net unrealized holding gains (losses) arising during 
          period, net of tax effect of $340                (542)
     Less:  reclassification adjustment for gains included
          in net income, net of tax effect of $140             (223)
     Net unrealized gains on securities

          (765)

Comprehensive income

       7,702

Cash dividend ($.12 per share) (2,273)    (2,273)
Stock repurchase activity (100,000) (500) (2,400) (2,900)
Stock option activity

31,965

160

            194

               

               

          354

Balance at September 30, 2003

 6,256,624

 $   31,283

            244

         37,967

            910

  70,404

6


PALMETTO BANCSHARES, INC.
Consolidated Statements of Cash Flow
(in thousands)
For the nine months ended September 30, 

2003

2002

(unaudited)

Cash flows from operating activities
Net income  $      8,467           7,269
  Adjustments to reconcile net income to net cash provided by (used in) operating activities      
Depreciation and amortization          4,134            1,358
Gain on sale of investment securities        (362)           (349)
Provision for loan losses       2,700           3,100
Origination of loans held for sale   (113,755)     (65,546)
Sale of loans held for sale     117,548 67,417
Gain on sale of loans         (305) (564)
Change in accrued interest receivable 266 412
Change in other assets (1,304) (1,295)
Change in other liabilities, net

436

(291)

 
Net cash provided by operating activities 17,825 11,511
Cash flows from investing activities
Purchase of investment securities available for sale    (67,353)   (50,123)
Proceeds from maturities of investment securities available for sale       13,078         23,202
Proceeds from sale of investment securities available for sale      32,144         24,039
Principal paydowns on mortgage-backed securities available for sale       24,693          3,696
Purchase of Federal Home Loan Bank stock         (135)            --  
Net increase in loans outstanding   (47,846)     (50,351)
Purchases of premises and equipment, net

(2,980)

      (1,857)

   
Net cash used in investing activities   (48,399)     (51,394)
Cash flows from financing activities
Net increase in deposit accounts 45,490         58,920
Net increase in securities sold under agreements to repurchase 2,542           2,001
Net increase in commercial paper 6,911           5,150
Proceeds from issuance of common stock         354               159 
Repurchase of common stock         (2,900)             -- 
Dividends paid

   (2,273)

       (2,078)

   
Net cash provided by financing activities

50,124

        64,152

Net increase in cash and cash equivalents 19,550 24,269
Cash and cash equivalents at beginning of the period

38,093

        45,691

Cash and cash equivalents at end of the period

 $    57,643

        69,960

Supplemental Information
Cash paid during the period for:
Interest expense

 $      8,308

          9,733

Income taxes

3,637

          3,555

Supplemental schedule of non-cash investing and financing transactions
Change in unrealized gain on investment securities available or sale, pre-tax

 $      (1,245)

          2,811

Loans transferred to other real estate owned

677

          2,072

Loans charged -off

1,995

          2,689

See accompanying notes to consolidated interim financial statements.

7


Palmetto Bancshares, Inc.
Notes To Consolidated Interim Financial Statements

1.  GENERAL

Principles of Consolidation and Nature of Operations

The foregoing unaudited consolidated financial statements include accounts of Palmetto Bancshares, Inc. (defined collectively with its subsidiaries as the "Company"), its wholly owned subsidiary, The Palmetto Bank (the "Bank"), and Palmetto Capital, Inc. ("Palmetto Capital"), the Bank's wholly owned subsidiary. The Bank provides a full range of banking services including, but not limited to, taking deposits and making loans. Palmetto Capital offers the brokerage of stocks, bonds, mutual funds and unit investment trusts. Palmetto Capital also offers advisory services and variable rate annuities. The Company's primary market area is the upstate of South Carolina.

In management's opinion, all significant intercompany accounts and transactions have been eliminated, and all adjustments necessary for a fair presentation of the results for interim periods presented have been included.  Any such adjustments are of a normal and recurring nature. The Company operates as one business segment. Assets held by Palmetto Bancshares or its subsidiary in a fiduciary or agency capacity for customers are not included in the consolidated financial statements as such items do not represent assets of Palmetto Bancshares or its subsidiary.

Basis of Presentation

The unaudited consolidated interim financial statements are presented in accordance with the instructions for Form 10-Q.  Accordingly, certain information and footnotes required by generally accepted accounting principles for complete financial statements are not included.  The interim statements should be read in conjunction with the financial statements and footnotes thereto included in Palmetto Bancshares' Annual Report on Form 10-K for the year ended December 31, 2002.

Summary of Significant Accounting Policies

The significant accounting policies used by the Company for interim reporting are consistent with the accounting policies followed for annual financial reporting as described in Note 1 to the Palmetto Bancshares' Annual Report on Form 10-K for the year ended December 31, 2002.  There have been no changes in these policies subsequent to the year ended December 31, 2002.

Accounting Estimates and Assumptions

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America and to general practices within the banking industry. In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the dates of the consolidated balance sheets for the periods presented. In addition, they affect the reporting amounts of income and expense during the reporting period as of the dates of the consolidated statements of income for the periods presented. Actual results could differ from these estimates and assumptions.  As such, the results of operations for the three months ended September 30, 2003 are not necessarily indicative of the results of operations that may be expected in future periods.

Risks and Uncertainties

In the normal course of its business the Company encounters two significant types of risk: economic and regulatory. There are three main components of economic risk: interest rate risk, credit risk and market risk. The Company is subject to interest rate risk to the degree that its interest-bearing liabilities mature or reprice at different speeds, or on different bases, than its interest-earning assets. Credit risk is the risk of default on the Company's loan portfolio that 

8


results from borrowers' inability or unwillingness to make contractually required payments. Market risk reflects changes in the value of collateral underlying loans, the valuation of real estate held by the Company and the valuation of mortgage loans held for sale, investments and mortgage-backed securities available for sale and mortgage servicing rights.

The Company is subject to the regulations of various government agencies. These regulations can and do change significantly from period to period. The Company also undergoes periodic examinations by the regulatory agencies, which may subject it to further changes with respect to asset valuations, amounts of required loss allowances and operating restrictions resulting from the regulators' judgments based on information available to them at the time of their examinations. 

Reclassifications

Certain amounts previously presented in the consolidated financial statements for prior periods have been reclassified to conform to current classifications. All such reclassifications had no effect on the prior years' net income or shareholders' equity as previously reported.

Website Availability of Reports Filed with the Securities and Exchange Commission

The Company's website, www.palmettobank.com, includes a link to the Securities and Exchange Commission's Electronic Data Gathering, Analysis, and Retrieval ("EDGAR") system which makes various reports filed with the Securities and Exchange Commission, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Ownership Reports filed in conjunction with Section 16, and amendments to such reports, available, free of charge.  These reports are made available as soon as reasonably practicable after these reports are filed with, or furnished to, the Securities and Exchange Commission.  The Securities and Exchange Commission's EDGAR database may also be accessed through its website, www.sec.gov.

2.       PER SHARE INFORMATION

Basic and diluted earnings per share have been computed based on net income in the accompanying consolidated statements of income divided by the weighted average common shares outstanding or assumed to be outstanding as summarized below:

For the three months ended September 30,

2003

2002

BASIC

Average common shares outstanding (denominator)

6,273,780

6,301,974

DILUTED

Average common shares outstanding

6,273,780

6,301,974

Dilutive potential common shares

     96,560

   167,467

Average diluted shares outstanding (denominator)

6,370,340

6,469,441

     

For the nine months ended September 30,

2003

2002

BASIC

Average common shares outstanding (denominator)

6,315,334

6,294,386

DILUTED

Average common shares outstanding