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U. S. SECURITIES AND EXCHANGE
COMMISSION | ||||||||||||
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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 | |||||||||||
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For the transition period from __________ to __________ | ||||||||||||
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Commission file number 0-26016 | ||||||||||||
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PALMETTO BANCSHARES,
INC. | ||||||||||||
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South Carolina |
74-2235055 | |||||||||||
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301 Hillcrest Drive, Laurens, South
Carolina |
29360 | |||||||||||
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(864) 984-4551 |
palmettobank.com | |||||||||||
| 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 | |||||||||||
|
|
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|||||||||||
| 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 | |||||||||
|
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 | |||||||||
|
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 |
||