ITEM 1 - BUSINESS
The Corporation is a bank holding company organized in 1983 and registered with the Board of Governors of the Federal Reserve System (the "FRB") under the Bank Holding Company Act of 1956, as amended (the "BHCA"), and the bank holding company laws of North Carolina. The Corporation's executive offices are located at 507 West Innes Street, Salisbury, North Carolina, and substantially all of the operations of the Corporation are carried on through its subsidiaries (i) Security Capital Bank (formerly Security Bank and Trust Company), a North Carolina commercial bank headquartered in Salisbury, North Carolina ("Security Bank"); (ii) OMNIBANK, Inc., A State Savings Bank, a North Carolina savings bank headquartered in Salisbury, North Carolina ("OMNIBANK"); (iii) Citizens Savings, Inc., SSB, a North Carolina savings bank headquartered in Concord, North Carolina ("Citizens"); (iv) Home Savings Bank, Inc., SSB, a North Carolina savings bank headquartered in Kings Mountain, North Carolina ("Home Savings"); and (v) Estates Development Corporation, a North Carolina corporation which formerly engaged in real estate activities and is now in the process of winding down and terminating those operations ("EDC"). Security Bank has six subsidiaries (i) First Security Credit Corporation ("FSCC"), a North Carolina corporation which operates as a consumer finance company; (ii) Northbound, Ltd. ("Northbound"); (iii) North Carolina Financial Services Corporation ("North Carolina"); (iv) University Financial Services Corporation, Inc. ("University"); (v) NC Financial Services Corp. ("NC Financial"); and (vi) First Residential Mortgage Group, Inc. ("First Residential"). Other than FSCC, all other subsidiaries of Security Bank were inactive at December 31, 1994. Security Bank, OMNIBANK, Citizens, Home Savings, EDC, FSCC, Northbound, North Carolina, University, NC Financial, and First Residential are hereinafter collectively referred to as the "Subsidiaries." Security Bank, OMNIBANK, Citizens and Home Savings are hereinafter collectively referred to as the "Banking Subsidiaries", and OMNIBANK, Citizens and Home Savings are hereinafter collectively referred to as the "Savings Banks." The Corporation owns 100% of the outstanding common stock of the Banking Subsidiaries and EDC, and Security Bank owns 100% of the outstanding common stock of FSCC, Northbound, North Carolina, University, NC Financial, and First Residential. The Corporation's principal sources of income are cash dividends from the Banking Subsidiaries. The major sources of operating income of the Subsidiaries are set forth in the Consolidated Financial Statements of the Corporation incorporated elsewhere herein.
Pending Merger
On November 4, 1994, the Corporation and CCB Financial Corporation, Durham, North Carolina ("CCB"), entered into a definitive Combination pursuant to which the Corporation will merge with and into CCB, with CCB as the surviving corporation and continuing to operate under its present name (the "Combination"). The Agreement of Combination was amended and restated as of December 1, 1994. To effect the Combination, CCB will issue .50 of a share of its common stock, par value $5.00 per share, and .50 of a right to acquire preferred stock of CCB, in exchange for each outstanding share of the Corporation's common stock, no par value. In connection with the Combination, the Corporation's banking subsidiaries will merge into Central Carolina Bank and Trust Company, a subsidiary of CCB. On March 16, 1995, the Combination was approved by the shareholders of the Corporation and the shareholders of CCB. The Combination is expected to be completed during the second quarter of 1995.
Acquisitions
Effective September 23, 1994, Security Bank purchased the outstanding stock of First Federal Savings & Loan Association of Charlotte ("First Federal") from Fairfield Communities, Inc. ("Fairfield ) for approximately $41 million in cash. The acquisition is being accounted for by the purchase method and for tax purposes, elections will be made by the Corporation and Fairfield to treat the acquisition as an asset purchase. Concurrent with the purchase, First Federal was merged into Security Bank. Immediately prior to the acquisition, First Federal had assets of $302.1 million, net loans of $135.8 million, deposits of $250.9 million, stockholders' equity of $29.4 million, and net income for the period from January 1, 1994, through September 23, 1994, of $855,000. As a result of the acquisition, Security Bank experienced a large percentage increase in most asset and liability categories, as well as nonperforming assets, classified assets and borrowings. Also as a result of the acquisition, goodwill, deposit base premium, and mortgage servicing rights were increased by $12.6 million, $3.2 million, and $1 million, respectively. These amounts are being amortized on a straight-line basis over 20 years for goodwill and over 10 years using the sum-of- the-years-digits method for deposit base premium and mortgage servicing rights.
During the second quarter of 1994, Security Capital completed the purchase of First Citizens Bank and Trust Co.'s ("First Citizens") Bessemer City office and the sale of Home Savings' Gastonia office to First Citizens. With the transaction, Home Savings assumed approximately $2.7 million in deposits in Bessemer City and First Citizens assumed approximately $6.4 million in deposits in Gastonia.
The 1992 Merger On June 30 1992, Omni Capital Group, Inc. ("Omni") was merged with and into the Corporation (the "1992 Merger"). In connection with the 1992 Merger, the Corporation's Restated Articles of Incorporation were amended and restated to change the Corporation's name from "First Security Financial Corporation" to "Security Capital Bancorp," to increase the Corporation's authorized shares of common stock (the "Common Stock") from 10,000,000 to 25,000,000, to establish that its shares of Common Stock would have no par value, to authorize 5,000,000 shares of preferred stock with no par value per share, to establish the minimum number of directors as 9 and the maximum number as 30, to stagger the terms of the Board of Directors, and to make certain revisions to the Corporation's Restated Articles of Incorporation to reflect the characteristics of the combined company resulting from the 1992 Merger.
Prior to the 1992 Merger, Omni was a multiple savings and loan holding company registered under the Home Owners' Loan Act, as amended, and it and its subsidiaries (OMNIBANK, Citizens, Home Savings, First Cabarrus Corporation and EDC) were subject to regulation by the Office of Thrift Supervision (the "OTS"). As a consequence of the 1992 Merger, the Corporation continued as a bank holding company regulated by the FRB and became a multiple savings and loan company regulated by the OTS. In December of 1992, the Savings Banks were converted from federally chartered savings banks to North Carolina chartered savings banks. Accordingly, the Corporation was no longer subject to regulation by the OTS.
The 1992 Merger was effected as a nontaxable reorganization under Section 368(a)(i)(A) of the Internal Revenue Code of 1986, as amended. It was accounted for as a pooling-of-interests, with the result that, on the Corporation's consolidated balance sheet: (i) the historical basis of the assets and liabilities of the Corporation and Omni were combined as of the 1992 Merger
and carried forward at their previously recorded amounts; (ii) the shareholders' equity accounts of the Corporation and Omni were combined as of the 1992 Merger and carried forward at their previously recorded amounts; and (iii) the income and other financial statements of the Corporation issued after the 1992 Merger have been, and will be, restated retroactively to reflect the consolidated operations of the Corporation and Omni as if the 1992 Merger had taken place prior to the periods covered by such financial statements.
The Subsidiaries
Security Bank was originally chartered in 1915 as the commercial bank and changed its name to "Security Bank and Trust Company." Effective September 23, 1994, First Federal was merged into Security Bank as discussed above and concurrently with the merger, Security Bank changed its name to "Security Capital Bank." At December 31, 1994, it operated 43 branches in 24 communities located in twelve counties in the south central Piedmont region of North Carolina, and had total assets of approximately $658.1 million, insured deposit liabilities of approximately $580 million, leverage capital of approximately $53.6 million, and total risk-based capital of approximately $57.7 million (or 17.56% of risk-weighted assets).
OMNIBANK was originally chartered in 1919 as a North Carolina mutual savings and loan association under the name "Home Savings and Loan Association." In 1980 it became a federal mutual savings and loan, and in March of 1988, it converted to a federal capital stock savings bank. In December of 1988, it effected a corporate reorganization and became a subsidiary of Omni (subsequently changing its name to "OMNIBANK, A Federal Savings Bank"). On December 1, 1992, it converted from a federally-chartered to a North Carolina chartered savings bank. At December 31, 1994, OMNIBANK operated three branches in Salisbury, North Carolina, and had total assets of approximately $226.5 million, insured deposit liabilities of approximately $174.2 million, leverage capital of approximately $28 million, and total risk-based capital of approximately $29.6 million (or 22.62% of risk-weighted assets).
Citizens was originally chartered in 1906 as a North Carolina mutual savings and loan association. In December of 1988, it converted to a federal capital stock savings bank through a merger conversion transaction with Omni. On December 1, 1992, it converted from a federally-chartered to a North Carolina chartered savings bank. At December 31, 1994, Citizens operated five branches in Concord, North Carolina and surrounding areas, and had total assets of approximately $199.1 million, insured deposit liabilities of approximately $178.9 million, leverage capital of approximately $14.3 million, and total risk-based capital of approximately $15.7 million (or 13.91% of risk-weighted assets).
Home Savings was originally chartered in 1923 as a North Carolina mutual savings and loan association, and, in 1981, it became a federal mutual savings and loan association. In 1989, it converted into a federal capital stock savings bank through a merger conversion transaction with Omni. On December 1, 1992, it converted from a federally-chartered to a North Carolina chartered savings bank. At December 31, 1994, Home Savings operated two branches in Kings Mountain and Bessemer City, North Carolina, and had total assets of approximately $94.6 million, insured deposit liabilities of approximately $85.4 million, leverage capital of approximately $7.7 million, and total risk-based capital of approximately $8.4 million (or 16.50% of risk- weighted assets).
First Cabarrus Corporation ("FCC") was incorporated under North Carolina law. It provided management, electronic data processing, and other services to the Corporation and the other Subsidiaries. On May 31, 1994, Security Bank purchased the assets and assumed the liabilities of FCC, and FCC subsequently was liquidated and dissolved.
FSCC is a North Carolina corporation. As a consumer finance company, it provides small consumer loans through its three offices in Kannapolis, Concord, and Salisbury, North Carolina.
EDC is a North Carolina corporation and was formerly in the business of providing real estate appraisal services and engaging in real estate development, building and sales. It is in the process of winding down and terminating these activities in compliance with an order of the FRB issued in connection with the 1992 Merger.
Business Activities
Through one or more of the Banking Subsidiaries and the 49 banking offices they operate, located in 13 counties in the south central and western Piedmont regions of North Carolina, the Corporation offers numerous banking services, including accepting time and demand deposits, making secured and unsecured business and personal loans, making mortgage loans (secured primarily by one-to-four family residential properties), renting safe deposit boxes, sending and receiving wire transfers, and performing trust functions for corporations, pension and other employee benefit plans, and individuals. Additionally, consumer finance, insurance and securities brokerage services, and other services relating to financial management, are offered through one or more of the Subsidiaries. Ranked by total assets, the Corporation is the 9th largest bank holding company headquartered in North Carolina.
The economy in the geographic areas served by the Corporation has been influenced positively by the growth of Charlotte, North Carolina, one of the fastest growing cities in the Southeast and North Carolina's largest city. Charlotte is located in Mecklenburg County. A substantial portion of the Banking Subsidiaries' banking offices are located in Mecklenburg County, in other counties included in the Charlotte Standard Metropolitan Statistical Area (the "Charlotte SMSA"), or in counties adjacent to, or within a radius of 30 miles of, the Charlotte SMSA. At December 31, 1994, the economic conditions in this primary market area were considered to be moderate to good, with more favorable unemployment rates and other key economic indicators than national averages.
Vigorous competition exists in all major market areas served by the Banking Subsidiaries. The Banking Subsidiaries face direct competition for deposits not only from commercial banks, thrift institutions and credit unions, but from other businesses such as securities brokerage firms and mutual funds. Particularly in times of high interest rates, the Banking Subsidiaries encounter additional significant competition for depositors' funds from short-term money market securities and other corporate and government securities. The Banking Subsidiaries' competition for loans and similar services come from commercial banks, thrift institutions, credit unions, leasing companies, finance companies, insurance companies, other institutional lenders, and a variety of financial services, and advisory companies. The Banking Subsidiaries seek to meet the competition of these other companies, many of which are larger and have greater resources than the Corporation, through offering competitive interest rates, focusing upon the efficiency and quality of their services in meeting the banking needs of their customers, and, where appropriate, expanding their presence in attractive markets through branching or acquisitions.
Lending Activities
General. The principal lending activities of Security Bank have been the making of installment and other consumer loans, real estate mortgage loans, and commercial, financial and agricultural loans. The Savings Banks' principal activity has been the origination of conventional mortgage loans for the purpose of constructing, financing or refinancing one-to-four
family residential properties. To a lesser extent, the Savings Banks also make commercial real estate loans (which include loans secured by multi-family and other commercial real properties), other commercial loans and consumer loans. As of December 31, 1994, approximately $437 million, or 67.16%, of the Banking Subsidiaries' total loans consisted of loans secured principally by first mortgages on one-to-four family residential properties. As of that same date, approximately $10.4 million, or 1.59%, of the Banking Subsidiaries' total loans were secured by multi-family properties, approximately $14.4 million, or 2.21%, were construction loans secured primarily by one-to-four family residential properties, and approximately $105.6 million, or 16.22%, were secured by other commercial real property. Approximately $62.7 million, or 9.63%, of the Banking Subsidiaries' loans were installment and other consumer loans, and approximately $20.7 million, or 3.19%, were commercial, financial and agricultural loans, as of December 31, 1994.
Federal regulations limit the aggregate amount of loans a financial institution may make to a single borrower. At December 31, 1994, none of the Banking Subsidiaries had loans to a single borrower that exceeded these limits. See "Regulation."
Loan Portfolio Analysis. Set forth below is selected data relating to the composition of the Banking Subsidiaries' loan portfolio, excluding loans held for sale, by type of loan on the dates indicated:
Residential Mortgage Loans. The primary lending activity of the Savings Banks has been the granting of conventional loans to enable borrowers to purchase existing homes or refinance existing mortgages. To a lesser extent, Security Bank also makes residential mortgage loans. Mortgage loans made by the Banking Subsidiaries are generally long-term loans, amortized on a monthly basis, with principal and interest due each month. The Banking Subsidiaries' lending policies limit the maximum loan-to-value ratio on residential mortgage loans to 95% of the lesser of the appraised value or purchase price, with the condition that private mortgage insurance generally be required on any home loans with loan-to-value ratios in excess of 80%. The Banking Subsidiaries require mortgage title insurance on most mortgage loans and hazard insurance generally in the amount of the loan. The contractual loan payment period for residential loans typically ranges from 15 to 30 years. Borrowers may refinance or prepay loans at their option, typically without penalty. The Banking Subsidiaries' experience indicates that real estate loans remain outstanding for significantly shorter periods than their contractual terms. The thrift and mortgage banking industries have generally used a seven to twelve year average loan life as an approximation in calculations calling for prepayment assumptions. Management believes that the Banking Subsidiaries' loan prepayment experience has generally mirrored that of the industry as a whole.
The Banking Subsidiaries currently offer adjustable rate mortgage loans generally tied to the one year U.S. Treasury security yield or a published prime lending rate. The interest rates on most of these mortgages are adjustable once a year with limitations on adjustments of one or two percent per adjustment period and five to six percent over the life of the loan. Although adjustable rate mortgage loans allow the Banking Subsidiaries to increase the sensitivity of their asset bases to changes in interest rates, the extent of this interest sensitivity is limited by the annual and lifetime interest rate ceilings contained in adjustable rate mortgage loans. The terms of such loans may also increase the likelihood of delinquencies during periods of high interest rates. Adjustable rate residential mortgage loans amounted to 43.69% of the loan portfolio of the Banking Subsidiaries at December 31, 1994.
Commercial Real Estate Loans. The Savings Banks provide commercial real estate loans, including loans secured by multi-family dwellings with more than four units and other commercial real property. From time to time, Security Bank also makes these types of loans. These loans constituted approximately $116 million, or 17.81%, of the Banking Subsidiaries' loan portfolio at December 31, 1994. These loans typically are secured by improved real estate located in North Carolina. Commercial real estate loans customarily are made in amounts up to 80% of the appraised value of the property and generally have terms of up to 15 years. Interest rates are tied generally to the one, two, three and five-year U.S. Treasury security yield or a published prime lending rate.
Because of their generally shorter terms and higher interest rates, commercial real estate loans, such as those made by the Banking Subsidiaries, are helpful in maintaining a profitable spread between the Banking Subsidiaries' average loan yields and their cost of funds. Traditionally, such loans have been regarded as posing significantly greater risk of default than residential mortgage loans. Such loans generally are substantially larger than single-family residential mortgage loans, and repayment of the loan generally depends on cash flow generated by the property. Because the payment experience on loans secured by such property is often dependent upon successful operation or management of the property, repayment of the loan may be subject to a greater extent to adverse conditions in the real estate market or the economy than generally is the case with one-to-four family residential mortgage loans. The commercial real estate business is cyclical and subject to downturns, overbuilding and local economic conditions. The Banking Subsidiaries seek to limit these risks in a variety of ways, including, among others, limiting the size of their commercial and multi-family real estate loans, generally limiting such loans to a maximum
loan-to-value ratio of 80% based on the lesser of the purchase price or the appraised value of the property and generally lending on property located within their market areas.
Commercial, Financial, and Agricultural Loans. Security Bank and, to a lesser extent, the Savings Banks also make commercial, financial and agricultural loans primarily to small and medium-sized companies for expansion and renovation, working capital needs, equipment purchases and farming operations. Generally, loans are made with adjustable interest rates with terms of one to five years. These loans constituted approximately $20.7 million, or 3.19%, of the Banking Subsidiaries' loan portfolio at December 31, 1994. Interest rates are tied generally to the one, two, three or five-year U.S. Treasury securities yield or a published prime lending rate. Generally, these commercial, financial and agricultural loans are made to borrowers located in North Carolina.
As with commercial real estate loans, commercial, and agricultural loans are helpful in maintaining a profitable spread between the Banking Subsidiaries' average loan yields and their cost of funds because of their shorter term and higher interest rates. These loans have a higher degree of risk than residential mortgage loans because they are typically made on the basis of the borrower's ability to make repayment from the cash flow of its business and are either unsecured or secured by business assets, such as accounts receivable, equipment and inventory. As a result, the availability of funds for the repayment of commercial, financial and agricultural loans may be substantially dependent on the success of the business itself. The Banking Subsidiaries seek to limit these risks by maintaining close contact with the borrower, obtaining financial statements on a regular basis and determining that the borrower is in compliance with the terms of the loan agreement.
Installment and Other Consumer Loans. At December 31, 1994, the Corporation's installment and other consumer loans portfolio aggregated approximately $62.7 million, or 9.63%, of the Corporation's total loan portfolio. The consumer loans made by the Banking Subsidiaries include line of credit loans to individuals, loans on automobiles, boats, recreational vehicles and other consumer goods and unsecured loans. Generally, consumer loans have up to five-year terms and may have either adjustable or fixed interest rates or may be in the form of credit lines with adjustable interest rates. The Banking Subsidiaries normally limit the loan- to-value ratios on secured consumer loans to 85%, depending on the type of collateral securing the loan. Consumer loans typically are either secured by collateral that is rapidly depreciating or has greater recovery risks, such as automobiles, or are unsecured. Therefore, these loans generally carry a greater degree of credit risk than residential mortgage loans. Approximately $8.9 million, or 14.2%, of the Banking Subsidiaries' consumer loans as of December 31, 1994 were unsecured.
Loan Maturity Schedule. The following table sets forth certain information at December 31, 1994 regarding the dollar amount of real estate construction loans and commercial, financial and agricultural loans maturing in the Banking Subsidiaries' loan portfolio. Demand and line of credit loans having no stated schedule of repayments and no stated maturity are reported as due in one year or less.
Predetermined and Adjustable Interest Rates Schedule. The following table sets forth the dollar amount of all real estate construction loans and commercial, financial and agricultural loans of the Banking Subsidiaries due after one year from December 31, 1994 that have predetermined interest rates or have floating or adjustable interest rates:
Loan Solicitation and Processing. The Banking Subsidiaries derive their loan originations from a number of sources. Residential loan originations can be attributed to real estate broker referrals, mortgage banking relationships, direct solicitation by the loan officers of the Banking Subsidiaries, current depositors and borrowers, builders, attorneys, walk-in customers, correspondent loan originators and, in some instances, other lenders. Commercial real estate loans, consumer loans, and commercial, financial and agricultural originations result from many of the same sources. Upon receipt of a loan application from a prospective borrower, a credit report and verifications are ordered to verify specific information relating to the loan applicant's employment, income and credit standing. An appraisal of any real estate intended to secure a proposed loan is undertaken by in-house or independent appraisers approved by the applicable Banking Subsidiary.
The Corporation and the Banking Subsidiaries have established certain general policies for loan authorization procedures. Loans up to limits established by each Banking Subsidiary's Board of Directors may be made by that Banking Subsidiary's applicable loan officers. Such loans are reviewed by the Banking Subsidiary's management and Board. Loans in excess of these limits must be reviewed by the chief executive officer, and approved by the loan committee, of the relevant Banking Subsidiary. Loans in excess of a pre- established level are reviewed by the General Loan Committee of the Corporation which makes a recommendation to the Board of the applicable Banking Subsidiary. Such Board then considers such loan for approval or rejection.
Loan applicants are promptly notified of the decision by a letter or, in some instances, orally. If a loan, other than consumer loans or certain loans of lesser amounts, is approved, a commitment letter will specify the terms and conditions of the proposed loan, including the amount of the loan, interest rate, amortization term, a brief description of the required collateral (if a secured loan is to be made) and required insurance coverage. The borrower must provide proof of fire and casualty insurance on any real property serving as collateral, which insurance must be maintained during the full term of the loan. In addition, the Banking Subsidiaries generally require title insurance on all loans secured by real property. Loan rates are normally locked in for a 60-day period.
Loan Commitments. In the normal course of business, the Banking Subsidiaries have various commitments to extend credit which are not reflected in the Corporation's consolidated financial statements. At December 31, 1994, outstanding loan commitments approximated $2,591,000 (of which approximately $349,000 were fixed rate and $2,242,000 were variable rate), pre-approved but unused lines of credit for loans totaled $95.2 million and standby letters of credit aggregated $675,000. These amounts represent the Corporation's exposure to credit risk for off-balance sheet financial instruments, and, in the opinion of management, represent no more than the normal lending risk that the Banking Subsidiaries incur in their extension of loans to their borrowers. If these commitments are drawn, the Banking Subsidiaries will obtain collateral if it is deemed necessary based on management's credit evaluation of the borrower. Collateral obtained varies but may include accounts receivable, inventory, and commercial or residential real estate. Management expects that these commitments can be funded through normal operations.
Loan Activity. Loan originations of the Banking Subsidiaries are primarily generated by their own lending functions, as opposed to purchasing loans from other financial institutions. In this manner, the Banking Subsidiaries collect for themselves the loan origination fees paid by the borrowers. The Banking Subsidiaries from time to time have purchased adjustable and fixed rate mortgage loans and mortgage-backed securities in the secondary market.
The Banking Subsidiaries typically underwrite fixed rate mortgage loans according to Federal Home Loan Mortgage Corporation ("FHLMC") or Federal National Mortgage Association ("FNMA") guidelines, so that the loans qualify for sale in the secondary mortgage market or exchange for participation certificates. Such loans may be considered by management to be held for sale at origination based on their interest rates and terms to maturity, and thus such loans are carried at the lower of cost or market as determined by outstanding commitments from investors or current investor yield requirements calculated on the aggregate loan basis. Gains and losses on loan sales are recognized if at the time of sale the average interest rate on the loans sold, adjusted for servicing costs, differs from the agreed yield to the buyer. Any resulting discount or premium is amortized using a level yield method over the contractual life of such loans. Sales of loans in 1994 and 1993 resulted in no such discounts or premiums. During 1994 and 1993, the Banking Subsidiaries sold, through OMNIBANK, approximately $21.4 million and $85.7 million, respectively, of fixed rate residential mortgage loans to generate liquidity and to meet loan demand. In connection with such sales, OMNIBANK generally retains the servicing of the loans (i.e., collection of principal and interest payments), for which it generally receives an average fee payable monthly of .25% to .375% per annum of the unpaid balance of each loan. As of December 31, 1994, the Banking Subsidiaries were servicing loans for others aggregating approximately $314.7 million. The sale and subsequent servicing of residential mortgage loans have been, and will continue to be, a significant source of other income for the Corporation. The Corporation's gains on sales of loans, however, are largely dependent upon prevailing interest rates, which influence residential loan borrowers to refinance their loans at more favorable interest rates. As a result, this source of other income could be significantly
affected by changes in such interest rates in future periods. Gains on sales of loans totaled $190,000, $1,384,000 and $738,000 for 1994, 1993, and 1992, respectively, and loan servicing fees totaled $584,000, $604,000 and $563,000 for 1994, 1993, and 1992, respectively.
Loan Origination and Other Fees. In addition to interest earned on loans and fees for making loan commitments, the Banking Subsidiaries receive loan origination fees for originating mortgage loans. These origination fees generally are calculated as a percentage of the principal amount of the mortgage loan and are charged to the borrower for creation of the loan. Non-refundable fees and certain related costs associated with originating or acquiring loans generally are recognized over the life of the related loans as an adjustment to interest income. Deferred net fees and discounts associated with the mortgage loans held by the Banking Subsidiaries are included as components of the carrying value of the loan and are being amortized into interest income over the lives of the related loans by a method that approximates level yield.
The Banking Subsidiaries also receive other fees and charges relating to existing loans, including late charges, fees collected in connection with a change in borrower, and insurance commissions. These fees and charges for the years ended December 31, 1994, 1993, and 1992 totaled approximately $901,000, $792,000 and $788,000, respectively.
Non-Performing Assets. The Banking Subsidiaries' collection procedures provide that when a loan is 30 days delinquent, the borrower will be contacted by mail and payment requested. If the delinquency continues, subsequent efforts will be made to contact the delinquent borrower. In certain limited instances, the Banking Subsidiary may modify the loan or grant a limited moratorium on loan payments to enable the borrower to reorganize his financial affairs. If the loan continues in a delinquent status for at least 90 days, the Banking Subsidiary generally will initiate foreclosure or other collection proceedings. If the loan is unsecured, it is generally charged-off after it is 120 days delinquent. If a loan is secured, upon a foreclosure or other action seizing the collateral, or the determination by management that the collateral has been in substance foreclosed, the collateral property is appraised, and is then classified as real estate owned and is recorded at the lower of cost or fair value, less the estimated costs to sell the property. Generally, such properties are appraised annually to update the fair value estimates made by management.
The following table presents information on nonperforming assets, including non-accrual loans, accruing loans that are 90 or more days past due, real estate owned and restructured loans:
Management of the Banking Subsidiaries periodically evaluates the collectibility of the principal of and interest on these loans. When a loan becomes delinquent by at least 90 days, management determines whether interest should continue to accrue by considering various factors, including the current financial position of the borrower, the value of the underlying collateral, the existence and amount of
coverage of any private mortgage insurance, and the date that the last payment or partial payment was received. If collectibility of the outstanding principal balance and the accrued interest appears certain based on a review of the aforementioned factors, and the loan is considered by management to be in the process of collection, management will continue to accrue interest on these loans. Loans are placed on nonaccrual status when management determines uncertainty of interest collection exists but payment of principal is not impaired. When uncertainty of collection of principal exists, the asset is written down to its net realizable value. Interest income foregone on nonaccrual loans and restructured loans for each of the years in the three-year period ended December 31, 1994, was not significant.
Asset Classification. Regulations governing insured financial institutions require those institutions to classify their assets on a regular basis. In addition, in connection with examinations of insured institutions, federal and state examiners have authority to identify problem assets and, if appropriate, classify them. If an institution does not agree with an examiner's classification of an asset, it may appeal this determination to the appropriate regulator. Problem assets may be classified as "substandard," "doubtful" or "loss." An asset will be classified as "substandard" if it is determined to involve a distinct possibility that the insured institution may sustain some loss if deficiencies associated with the loan, such as inadequate documentation, are not corrected. An asset will be classified as "doubtful" if full collection is highly questionable or improbable. An asset will be classified as "loss" if it is considered as uncollectible, even if a partial recovery may be expected in the future. There is also a "special mention" category which includes assets that currently do not expose an insured institution to a sufficient degree of risk to warrant classification but that do possess credit deficiencies or potential weaknesses deserving management's close attention. An institution must establish general allowances for loan losses for assets classified as substandard or doubtful. If an asset or portion thereof is classified as loss, the insured institution must either establish specific allowances for loan losses in the amount of 100% of the portion of the asset classified loss, or charge-off such amount.
The aggregate amounts of classified assets (which included non-performing assets) of the Banking Subsidiaries at December 31, 1994 were as follows:
Loans classified for regulatory purposes as loss, doubtful, substandard or special mention that have not been disclosed in the nonperforming asset table under the section "Nonperforming Assets" do not represent or result from trends or uncertainties which management reasonably expects will materially impact future operating results, liquidity, or capital resources, or 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.
Allowances for Loan Losses. The Corporation recognizes that the Banking Subsidiaries will experience credit losses in making loans and that the risk of loss will vary with, among other things, the type of loan being made, the credit-worthiness of the borrower over the term of the loan and, in the case of a secured loan, the quality of the security for the loan.
Management's policy to maintain adequate reserves is based on, among other things, estimates of historical loan loss experience, loan growth, the composition and quality of each Banking Subsidiary's overall loan portfolio and off-balance sheet commitments, evaluations of current and anticipated economic conditions, and collateral values. Management evaluates the carrying value of loans periodically and specific allowances are made for individual loans when the ultimate collection is considered questionable after reviewing the current status of loans that are contractually past due and taking into account the fair value of the collateral of the loan. In addition, management of the Banking Subsidiaries utilizes a risk grading system to evaluate the adequacy of the allowance for loan losses for certain commercial loan relationships. Also, certain loans are pooled based on delinquency status and a percentage allocation is made to the allowance for loan losses based on the severity of the delinquency. Further, for the remaining loans which are neither assigned a risk grade nor pooled based on delinquency status, a percentage allocation is made based on the historical loan loss experience of each Banking Subsidiary. Lastly, the nature and extent of off-balance sheet financial instruments, including loan commitments, pre-approved but unused lines of credit and letters of credit are taken into consideration and assigned an allocation based on historical loan loss experience. During each of the years in the three-year period ended December 31, 1994, the Corporation had no realized credit losses from such off-balance sheet financial instruments.
The Banking Subsidiaries grant primarily commercial, real estate, and installment loans throughout their market areas, which consists primarily of the south central and western Piedmont regions of North Carolina. The Banking Subsidiaries real estate loan portfolios can be affected by the condition of the local real estate markets and their commercial and installment loan portfolios can be affected by local economic conditions.
While management uses the best information available to make evaluations, future adjustments to the allowance may be necessary if conditions differ substantially from assumptions used in making such evaluations. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Banking Subsidiaries' allowances for loan losses and losses on real estate owned. Such agencies may require the Banking Subsidiaries to adjust the allowance based on their judgments about information available to them at the time of their examinations.
The following is a reconciliation of the allowance for loan losses for the years shown:
The following table presents an allocation of the allowance for loan losses by the categories indicated and the percentage that loans in each category bear to the Banking Subsidiaries' total loans. This allocation is used by management to assist in its evaluation of the Banking Subsidiaries' loan portfolio. These allocations are merely estimates and are subject to revisions as conditions change. Based upon historical loss experience and the Banking Subsidiaries' assessment of their loan portfolios, the Banking Subsidiaries' allowances for loan losses have been allocated to the categories of loans indicated. Specific allocations for these loans are based primarily on the credit-worthiness of each borrower. In addition, general allocations are also made to each category based upon, among other things, the impact of current and future economic conditions on the loan portfolio taken as a whole. Losses on loans made to consumers are reasonably predictable based on prior loss experience and a review of current economic conditions.
Non-Banking Subsidiaries
The Corporation has one direct Subsidiary and six indirect Subsidiaries, which are not financial institutions. Prior to the 1992 Merger, EDC engaged in real estate acquisition, development and construction and provided real estate appraisal services to Omni and its subsidiaries. At December 31, 1994, EDC had assets of approximately $817,000 and liabilities of approximately $4,000. FSCC is a subsidiary of Security Bank and operates as a consumer finance company. At December 31, 1994, FSCC had assets of approximately $3 million, including a consumer loan portfolio of approximately $2.8 million, and total liabilities of approximately $3 million. As a result of the September 23,1994 merger of First Federal and Security Bank, five new non-banking subsidiaries were added to Security Bank. Northbound, North Carolina, University, NC Financial, and First Residential had an insignificant amount of assets and liabilities and were inactive, at December 31, 1994. It is anticipated that FSCC will be sold, and the five Subsidiaries acquired in the merger of First Federal into Security Bank will be dissolved and liquidated, in 1995. See "Regulation" below.
Investment Activities
Interest and dividends on investments historically have provided the Corporation and its Subsidiaries an additional substantial source of income. At December 31, 1994, the Corporation's portfolio of investment securities available for sale, reported at estimated fair value, aggregated approximately $256.7 million. Investment securities held to maturity, reported at amortized cost, aggregated approximately $155.6 million at that date, and consisted primarily of United States Government obligations, with lesser amounts of mortgage-backed securities, state and municipal obligations and federal agency obligations. Purchases of securities are funded either through the sale or maturity of other securities or from the cash flow arising in the ordinary course of business.
The Banking Subsidiaries have authority to invest in various types of liquid assets, which include certain time deposits, bank acceptances, specified U.S. Government securities, government agency securities, and state and municipal obligations. Subject to various regulatory restrictions, the Banking Subsidiaries may also invest a portion of their assets in commercial paper, corporate debt securities and in mutual funds whose assets conform to the investments that they are otherwise authorized to make directly. The Banking Subsidiaries are required to maintain liquid assets at minimum levels, which are adjusted by financial institution regulators from time to time. See "Regulation." The Banking Subsidiaries traditionally have maintained levels of liquidity above that required by federal regulations. In addition to providing for regulatory liquidity, the Banking Subsidiaries maintain investments to employ funds not currently required for their various lending activities.
Subject to the investment policy of the Corporation's Board of Directors, members of senior management normally make investment decisions. Management determines the maturities and mix of investments in the Banking Subsidiaries' investment portfolios based on liquidity needs and legal liquidity restrictions. Maturities are also determined based on general and anticipated market trends. The Corporation's investment strategy has been, and remains, to invest principally in U.S. Government securities, government agency obligations, and certain types of state and municipal obligations with maturities of seven years or less. Investments in these types of securities and obligations amounted to 96% of the Corporation's investment portfolio at December 31, 1994. These high grade investments generally pose little or no credit risk and are easily liquidated if necessary. Management generally considers government and agency obligations that carry lower yields to be preferable to higher yielding securities
that carry greater credit risks. Furthermore, management recognizes the Corporation's limitations in being able to evaluate and monitor many corporate and other securities on a timely basis. Management believes that this investment strategy will provide stable earnings and maintain asset quality, although rates of return will be more moderate than those that could be obtained with riskier securities. The Corporation does not engage in hedging or other high risk investment strategies.
The Financial Accounting Standards Board ("FASB") has issued Statement of Financial Accounting Standards ("SFAS") No. 115, "Accounting for Certain Investments in Debt and Equity Securities", that requires debt and equity securities held (i) to maturity be classified as such and reported at amortized cost; (ii) for current resale be classified as trading securities and reported at fair value, with unrealized gains and losses included in current earnings; and (iii) for any other purpose be classified as securities available for sale and reported at fair value, with unrealized gains and losses excluded from current earnings and reported as a separate component of stockholders' equity. On January 1, 1994, the Corporation adopted the provisions of SFAS No. 115 and classified approximately $329.8 million of securities as investment securities available for sale.
At December 31, 1994, the Corporation's investment securities portfolio available for sale had gross unrealized gains of $195,000 and gross unrealized losses of $9.8 million. Also at December 31, 1994, the Corporation's investment securities portfolio held to maturity had gross unrealized gains of $186,000 and gross unrealized losses of $6 million, compared to gross unrealized gains of $7.2 million and gross unrealized losses of $528,000 in such portfolios at December 31, 1993. The net unrealized loss of $9.8 million in the available for sale portfolio and $6 million in the held to maturity portfolio at December 31, 1994 reflect the fact that the weighted average yield of the Corporation's investment securities portfolio is less than the current yields being offered in the bond market for securities with similar features. Such amounts do not necessarily reflect possible future realized losses for the investment securities portfolio. The level of unrealized losses will change in future periods as yields being offered in the bond market for securities with similar features fluctuate.
Total proceeds from sales or issuer calls of investment securities available for sale during 1994 were $71.4 million. There were no sales or issuer calls of investment securities held to maturity in 1994. During the year ended December 31, 1993, sales or issuer calls of investment securities totaled $5.9 million. During the year ended December 31, 1992, sales or issuer calls of investment securities were insignificant.
The following table presents the amortized cost and the estimated fair value of the various components of the investment securities portfolio available for sale at December 31, 1994:
The following table presents the amortized cost and the estimated fair value of the various components of the investment securities portfolio held to maturity at December 31, 1994, 1993, and 1992:
The following table sets forth the maturities of the components of the aggregate investment securities portfolio available for sale, at carrying value, of the Corporation at December 31, 1994, and the weighted average yields of such securities. Yields are based on the amortized cost of the portfolio:
The following table sets forth the maturities of the components of the aggregate investment securities portfolio held to maturity, at amortized cost, of the Corporation at December 31, 1994, and the weighted average yields of such securities:
Sources of Funds
General Sources of Funds. Core deposits are the largest and most important source of the Banking Subsidiaries' funds for lending and other investment purposes. In addition to deposits, the Banking Subsidiaries receive funds from interest payments, loan principal repayments, advances (loans) from the Federal Home Loan Bank of Atlanta ("FHLB Advances"), other borrowings and operations. Loan repayments and interest payments are a relatively stable source of funds, while deposit inflows and outflows are significantly influenced by general interest rates and money market conditions. The Savings Banks generally use borrowings on a short-term basis to compensate for reductions in the availability of funds from other sources. Borrowings may also be used on a longer-term basis for general business purposes. Historically, the Banking Subsidiaries have not relied upon significant amounts of borrowings to fund loan and asset growth.
Deposits. The Banking Subsidiaries attract consumer and commercial deposits principally from within their respective primary market areas through the offering of a broad selection of deposit instruments, including (depending upon the Banking Subsidiary), demand deposits, NOW accounts, money market accounts, regular savings accounts, money market certificates, other time deposits (including negotiated "jumbo" and "mini jumbo" certificates in denominations of at least $100,000 and $50,000, respectively), and individual retirement plans. Deposit account terms vary, with the principal differences being the minimum balance required, the time period that the funds must remain on deposit and the interest rate. The Banking Subsidiaries generally do not obtain funds through brokers, and they do not solicit funds outside of North Carolina. The Banking Subsidiaries' aggregate deposits increased approximately $227.7 million in 1994, increased approximately $10.8 million in 1993, and decreased approximately $1.5 million in 1992. The increase in 1994 was primarily due to the acquisition of First Federal in September of 1994. Deposit accounts would have decreased $23.3 million in 1994, excluding the effect of the First Federal acquisition.
The following table contains information pertaining to the average balance of and the average rate paid on each of the following deposit categories for the periods indicated:
The following table sets forth the amount and maturities of jumbo certificates of deposit (certificates of deposit of $100,000 or more) in the Banking Subsidiaries at December 31, 1994:
(Dollars in Thousands) Maturing in 3 months or less $ 21,170 Maturing after 3 but less than 6 months 14,189 Maturing after 6 but less than 12 months 18,091 Maturing after 12 months 34,962 Total $88,412
Borrowings. In addition to the deposits described above, the Savings Banks rely upon FHLB Advances as their principal borrowing source, to supplement their supply of lendable funds and to secure funds for other operational purposes, such as meeting deposit withdrawals and other short-term liquidity requirements. The
FHLB functions in a central reserve capacity providing credit for thrifts and other financial institutions. FHLB Advances may be on a secured or unsecured basis depending upon a number of factors, including the purpose for which the funds are being borrowed and existing advances outstanding. At December 31, 1994, the Corporation had FHLB Advances totaling $18.6 million, at rates varying from 4.61% to 9.65%, secured by certain of its real estate loans, certain securities, and all of its FHLB stock. Security Bank has entered into a specific collateral agreement with the FHLB whereby it maintains "qualifying collateral" which has a "lendable collateral value" that is at least equal to its outstanding FHLB advances. This lendable collateral value equals the sum of the unpaid principal balance of specifically identified mortgages assigned to the FHLB, discounted at 85% of market value, and any U.S. Treasury securities, discounted at 95% of market value. At December 31, 1994, Security Bank had 390 mortgages and one U.S. Treasury note assigned to the FHLB with a market value of $16.2 million, a lendable collateral value of $13.8 million, and an excess of lendable collateral over FHLB advances of $4 million. The Savings Banks have entered into blanket collateral agreements with the FHLB whereby they maintain, free of other encumbrances, "qualifying mortgages" with unpaid principal balances at least equal to, when discounted at 75% of the unpaid principal balance, 100% of the total FHLB Advances. See Note 8 of Notes To Consolidated Financial Statements for information as to interest rates and maturities for these FHLB Advances. The Corporation also enters into retail repurchase agreements on a short- term basis (generally one to three days), primarily as a service to their customers. These borrowings are generally secured by investment securities of the Corporation, and are classified as other borrowings in the table below.
The following tables set forth the borrowings of the Banking Subsidiaries at the dates and for the periods indicated:
At December 31, 1994 1993 1992 (Dollars in Thousands) FHLB Advances $18,576 $8,000 $12,500 Other borrowings 3,276 1,764 706 Total borrowings $21,852 $9,764 $13,206
Year Ended December 31,
1994 1993 1992
(Dollars in Thousands) Maximum amount of other short-term borrowings outstanding at any month end during the year $3,325 $1,764 $ 773 Approximate average amount of other borrowings outstanding at any month end during the year $2,406 $1,103 $ 403
Weighted average interest rate paid on other borrowings during the year 4.89% 3.16% 3.81%
Approximate weighted average interest rate paid on total borrowings during the year 7.16% 7.69% 8.38%
Net Interest Income Analysis. The following table sets forth for the periods and at the dates indicated the average interest-earning assets, the average interest-bearing liabilities, interest income from interest-earning assets and interest expense related to interest-bearing liabilities, average yields on interest-earning assets and average rates on interest-bearing liabilities, the spread between the combined average rates earned on interest- earning assets and average rates paid on interest-bearing liabilities, and the net yield on interest-earning assets (net interest margin). Average balances are determined on a daily basis. For the purposes of this table, the loan averages include nonaccrual loans and are stated net of unearned income. The amount of loan fees included in interest income for each of the periods presented is not material.
________________________________________ Refer to the table on page 21 for information concerning other borrowings.
Asset/Liability Management
The Banking Subsidiaries' exposure to interest-rate risk results from the differences in maturities and pricing of their interest-earning assets (loans and other investments) and interest-bearing liabilities (deposits and other borrowings). Historically, financial institutions with substantial mortgage loan portfolios have operated in a mismatched position, with interest-sensitive liabilities greatly exceeding interest-sensitive assets. Because interest rates paid on deposits can adjust more quickly to interest rate movements than do yields earned on loans, sharp increases in interest rates can adversely affect the earnings of such financial institutions. Such interest- rate risk can be reduced if the maturities of deposits and loans are reasonably well matched.
The senior management personnel of the Corporation and each Banking Subsidiary currently maintain responsibility for and discuss and monitor on a continuing basis the asset/liability management for the Banking Subsidiaries. In addition, the Board of Directors of the Corporation has adopted an interest-rate risk management policy providing for a formal asset/liability committee that meets no less frequently than quarterly to monitor exposure to interest- rate risk and report findings and accomplishments to the Boards of Directors of the Corporation and the Banking Subsidiaries.
The Corporation currently measures its exposure to interest rate risks through the utilization of a computer model that outlines a gap position, by Banking Subsidiary, for various maturities. Various interest rate scenarios are used to determine whether the goals established by the Boards of Directors of the Corporation and each Banking Subsidiary are being met. All such data is reviewed with the Boards of Directors of the Corporation and the applicable Banking Subsidiary on a quarterly basis.
Realizing that various hedging activities are inherently volatile and that such activities require specific expertise, neither the Corporation nor any Subsidiary engages in the following investment activities: financial options transactions, interest rate futures transactions, mortgage or interest rate swap transactions, securities lending, trading in mortgage derivative instruments or products such as collateralized mortgage obligations, investing in junk bonds or other structured notes, or otherwise engaging in synthetic or artificial hedging of risk- controlled arbitrage.
In an effort to make the yields on their loan and investment portfolios more interest-rate sensitive, the Savings Banks have implemented a number of measures, including (i) increasing their emphasis on originating adjustable rate mortgage loans on residential and commercial properties, subject to market conditions; (ii) originating higher levels of construction, small commercial real estate and consumer loans, which typically bear higher interest rates than residential loans and offer greater interest rate flexibility through shorter maturities; and (iii) using FHLB Advances and longer-term savings certificates to lengthen maturities of liabilities. Security Bank historically has had, and continues to have, a large percentage of commercial, financial and agricultural loans and installment and other consumer loans in its portfolio and an even higher percentage of its total assets in its investment portfolio. Consequently, its loan and investment portfolios tend to be more interest-rate sensitive than those of the Savings Banks. The risks involved in commercial real estate, consumer and commercial, financial and agricultural loans are evaluated by management carefully as part of the underwriting of such loans.
Management is continuing to attempt to direct the Savings Banks' loan portfolios into types of loans other than residential mortgage loans. The effort, together with the emphasis in Security Bank's portfolio upon commercial, financial and agricultural loans and installment and other consumer loans, has resulted in a diversification of the Corporation's aggregate loan portfolio. At December 31, 1994, commercial, financial and agricultural loans composed 19.48% of the Corporation's total loans, as opposed to 13.68% at December 31, 1993.
The Banking Subsidiaries also emphasize longer-term deposits when prudent to do so. It is difficult, however, to attract longer term deposits in periods of rising interest rates or during extended periods of low interest rates.
Conversely, in a declining rate environment, longer-term deposits are easier to attract, but could leave the Banking Subsidiaries holding more costly deposits if interest rates declined significantly or for any extended period of time.
______________________________________ 1 Gap analysis includes fixed rate loan repayments (contractual and prepayment).
2 Includes loans held for sale.
3 Deposit accounts are spread as follows: (i) Certificates of deposit on contractural maturities; (ii) all interest-bearing transaction accounts in 0-90 days; and (iii) savings accounts on a 5-year decay rate based on historical industry experience. This method is consistent with that employed in 1993.
In evaluating the Corporation's exposure to interest-rate risk, shortcomings inherent in the method of analysis presented in the foregoing table must be considered. For example, although certain assets and liabilities may have similar maturities or repricing periods, they may react in different degrees to changes in market interest rates. The interest rates in certain types of assets and liabilities may fluctuate in advance of changes of market interest rates, while interest rates on other types may lag behind changes in market rates. Certain assets, such as adjustable rate mortgage loans, have features which restrict 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 would likely deviate significantly from those assumed in calculating the table. The ability of borrowers to service a debt may decrease in the event of an interest rate increase. The Banking Subsidiaries consider the anticipated effects of these various factors in implementing their interest rate risk management objectives. Management believes that it must continue its efforts to manage the rates, liquidity and interest-rate sensitivity of the assets and liabilities of the Banking Subsidiaries to generate an acceptable return.
Rate/Volume Analysis
The following table shows, for the periods indicated, the change in interest income and interest expense for each major component of interest-earning assets and interest-bearing liabilities attributable to (i) changes in volume (changes in volume multiplied by old rate); and (ii) changes in rates (changes in rate multiplied by old volume). The change in interest income or expense attributable to the combination of rate variance and volume variance is included in the table, but such amount has been allocated equally between, and included in the amounts shown as, changes due to rate and changes due to volume.
Liquidity
The following discussion supplements the discussion in the Annual Report under the section "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources."
As discussed in the section "Sources of Funds" and in other sections included or incorporated by reference herein, the Banking Subsidiaries' principal sources of funds, other that cash provided from the net income of the Banking Subsidiaries, are deposit accounts, FHLB Advances, principal and interest payments on loans, interest received on investment securities, and fees. As noted in the consolidated statements of cash flows included in the Annual Report and incorporated by reference herein, the largest source of cash during 1994, 1993, and 1992 was the approximately $34 million, $3 million, and $18 million, respectively, in net cash provided by operating activities. These funds resulted from net income adjusted primarily for the following noncash items: the provision for loan losses, depreciation and amortization, net securities gains and losses, and changes in other assets and liabilities. The most significant investing activity during 1994, 1993, and 1992 was the purchase of investment securities held to maturity of approximately $112 million, $122 million, and $126 million, respectively, which was partially funded in 1994 by maturities and sales of investment securities available for sale of approximately $163 million and in 1993 and 1992 by maturities of investment securities held to maturity of approximately $90 million and $72 million, respectively. During 1994, rising interest rates resulted in fewer sales of loans in the secondary market. This reduction in loan sales resulted in a net increase in loans of approximately $42 million during 1994. As discussed elsewhere herein, the net decrease in loans in 1993 and 1992 of approximately $35 million and $40 million, respectively, was largely due to management's policy of selling current production of fixed rate mortgage loans during these years. In 1994, net cash acquired from the purchase of First Federal was approximately $31 million. In total, net cash provided by investing activities in 1994 and 1993 totaled approximately $6 million and $433,000, respectively, while net cash used in investing activities was approximately $14 million in 1992. Net cash used in financing activities amounted to approximately $28 million, $168,000, and $12 million during 1994, 1993, and 1992, respectively. In 1994, this was mainly due to a decrease in deposits of approximately $23 million, excluding the effect of the First Federal acquisition. For additional information regarding liquidity and capital resources, see "Regulation".
Key Operating Ratios
The table below sets forth certain performance ratios of the Corporation for the periods indicated:
Year Ended December 31 1994 1993 1992 Return on average assets (net income divided by average total assets) .67% 1.62% 1.09% Return on average equity (net income divided by average stockholders' equity) 5.32 12.26 8.81 Dividend payout ratio (1) 77.19 30.95 36.90 Equity to assets ratio (average stockholders' equity divided by average total assets) 12.68 13.18 12.37 Interest rate spread (difference between weighted average interest rate earned on all interest-earning assets and weighted average interest rate paid on all interest- bearing liabilities) 3.54 3.49 3.42 _____________________________ (1) Due to the restatement of financial information for the year ended December 31, 1992, as discussed in Note 2 of Notes to Consolidated Financial Statements, dividends per share have been computed by dividing cash dividends paid by the weighted average number of shares outstanding as adjusted retroactively for stock splits and stock dividends.
Personnel
As of December 31, 1994, the Corporation and the Subsidiaries employed 435 employees on a full-time basis and approximately 28 employees on a part-time basis. The Corporation and/or the Subsidiaries currently maintain such employee benefits as a pension and retirement plans, hospitalization and major medical insurance coverage, long-term disability and group life insurance, and an employee stock ownership plan. Employee benefits are considered by management to be competitive with those provided by other major employers in the Corporation's primary market areas. The employees are not represented by a collective bargaining unit, and the Corporation believes its relationship with its employees to be good.
Regulation
Federal and state legislation and regulation have significantly affected the operations of financial institutions over the past decade and have increased competition among commercial banks, savings institutions and other providers of financial services. In addition, federal legislation has imposed new limitations on the investment authority of, and higher insurance and examination assessments on, financial institutions and has made other changes that may adversely affect the future operations and competitiveness of regulated financial institutions with other financial intermediaries. The operations of regulated depository institutions and their holding companies, including the Corporation and its Banking Subsidiaries, will continue to be subject to changes in applicable statutes and regulations from time to time.
The Corporation. As a bank holding company registered under the BHCA, the Corporation is subject to the regulations of the FRB. Under the BHCA, the Corporation's activities and those of the Subsidiaries are limited to banking, managing or controlling banks, furnishing services to or performing services for its Subsidiaries or engaging in any other activity which the FRB determines to be so closely related to banking or managing or controlling banks as to be a proper incident thereto.
The BHCA prohibits the Corporation from acquiring direct or indirect control of more than 5% of the outstanding voting stock or substantially all of the assets of any bank or savings bank or merging or consolidating with another bank holding company or savings bank holding company without prior approval of the FRB.
Congress has approved legislation which, one year after enactment, will permit adequately capitalized and managed bank holding companies to acquire control of a bank in any state (the "Interstate Banking Law"). The Interstate Banking Law was enacted into law in September of 1994. Existing state laws setting minimum age restrictions on target banks could be retained, so long as the age requirement does not exceed five years. Acquisitions will be subject of anti-trust provisions that cap at 10% the portion of the United States' bank deposits a single bank holding company may control, and cap at 30% the portion of a state's deposits a single bank holding company may control. A state will have the authority to waive the 30% cap.
Under the Interstate Banking Law, beginning on June 1, 1997, banks will also be permitted to merge with one another across state lines, subject to concentration, capital and Community Reinvestment Act ("CRA") requirements and regulatory approval. A state may authorized mergers earlier than June 1, 1997, or it may opt out of coverage by the Interstate Banking Law by enacting legislation before June 1, 1997.
Effective with the date of enactment, a state may also choose to permit out-of-state banks to open new branches within its borders. In addition, if a state chooses to allow interstate acquisition of branches, then an out-of-state bank may also acquire branches by merger.
Interstate branches that primarily siphon off deposits without servicing a community's credit needs will be prohibited. If loans are less than 50% of the average of all institutions in the state, the branch will be reviewed to see if it is meeting community credit needs. If it is not, the branch may be closed and the bank may be restricted from opening a new branch in the state.
The Interstate Banking Law also modifies the safety and soundness provisions contained in Section 39 of the 1991 Banking Law described below which required the banking regulatory agencies to write regulations governing such topics as internal controls, loan documentation, credit underwriting, interest rate exposure, asset growth, compensation and fees and whatever else those agencies determined to be appropriate. The legislation exempts bank holding companies from these provisions and requires the agencies to write guidelines, as opposed to regulations, dealing with these areas. It also gives more discretion to the banking regulatory agencies with regard to prescribing standards for banks' asset quality, earnings and stock valuation.
The Interstate Banking Law also expands current exemptions from the requirement that banks be examined on a 12-month cycle. Exempted banks will be inspected every 18 months. Other provisions address paperwork reduction and regulatory improvements, small business and commercial real estate loan securitization, truth-in- lending amendments on high cost mortgages, strengthening of the independence of certain financial regulatory agencies, money laundering, flood insurance reform and extension of certain statutes of limitations. At this time, the Corporation is unable to predict how the Interstate Banking Law may affect its operations.
Additionally, the BHCA prohibits the Corporation from engaging in, or acquiring ownership or control of more than 5% of the outstanding voting stock of any company engaged in a non-banking business, including thrifts, unless such business is determined by the FRB to be so closely related to banking as to be properly incident thereto. The BHCA generally does not place territorial restrictions on the activities of such non- banking related activities.
Similarly, FRB approval (or, in certain cases, non-disapproval) must be obtained prior to any person acquiring control of the Corporation or a Banking Subsidiary. Control is conclusively presumed to exist if, among other things, a person acquires more than 25% of any class of voting stock of the institution or holding company or controls in any manner the election of a majority of the directors of the institution or the holding company. Control is presumed to exist if a person acquires more than 10% of any class of voting stock and the institution or the holding company has registered securities under Section 12 of the Securities Exchange Act of 1934, as amended, or the acquiror will be the largest shareholder after the acquisition.
There are a number of obligations and restrictions imposed on bank holding companies and their insured depository institution subsidiaries by law and regulatory policies that are designed to minimize potential loss to depositors of such depository institutions and the Federal Deposit Insurance Corporation ("FDIC") insurance funds in the event the depository institution becomes in danger of default or in default. For example, under the Federal Deposit Insurance Corporation Improvement Act of 1991 (the "1991 Banking Law"), to reduce the likelihood of receivership of an insured depository institution subsidiary, a bank holding company is required to guarantee the compliance of any insured depository institution subsidiary that may become "undercapitalized" with the terms of any capital restoration plan filed by such subsidiary with its appropriate federal banking agency up to the lesser of (i) an amount equal to 5% of the institution's total assets at the time the institution became undercapitalized; or (ii) the amount which is necessary (or would have been necessary) to bring the institution into compliance with all acceptable capital standards as of the time the institution fails to comply with such capital restoration plan. Under a policy of the FRB with respect to bank holding company operations, a bank holding company is required to serve as a source of
financial strength to its subsidiary depository institutions and to commit resources to support such institutions in circumstances where it might not do so absent such policy. Under the BHCA, the FRB also has the authority to require a bank holding company to terminate any activity or to relinquish control of a nonbank subsidiary (other than a nonbank subsidiary of a bank) upon the FRB's determination that such activity or control constitutes a serious risk to the financial soundness and stability of any bank subsidiary of the bank holding company.
In addition, the "cross-guarantee" provisions of the Federal Deposit Insurance Act ("FDIA") require insured depository institutions under common control to reimburse the FDIC for any loss suffered by either the Savings Association Insurance Fund (the "SAIF") or the Bank Insurance Fund ("BIF") of the FDIC as a result of the default of a commonly controlled insured depository institution or for any assistance provided by the FDIC to a commonly controlled insured depository institution in danger of default. The FDIC may decline to enforce the cross-guarantee provisions if it determines that a waiver is in the best interest of the SAIF or the BIF or both. The FDIC's claim is superior to claims of shareholders of the insured depository institution or its holding company but subordinate to claims of depositors, secured creditors and holders of subordinated debt (other than affiliates) of the commonly controlled insured depository institutions.
The Corporation is subject to the obligations and restrictions described above, and the Banking Subsidiaries are subject to the cross-guarantee provisions of the FDIA. However, management of the Corporation currently does not expect that any of these provisions will have an impact on the operations of the Corporation or its Subsidiaries.
Bank holding companies are required to comply with the FRB's risk-based capital guidelines which require a minimum ratio of total risk-weighted assets (including certain off-balance sheet activities, such as standby letters of credit) of 8%. At least half of the total capital is required to be "Tier I capital", principally consisting of common shareholders' equity, noncumulative perpetual preferred stock, and a limited amount of cumulative perpetual preferred stock, less certain goodwill and other intangible assets. The remainder ("Tier II capital") may consist of a limited amount of subordinated debt, certain hybrid capital instruments and other debt securities, perpetual preferred stock, and a limited amount of the general loan loss allowance. In addition to the risk-based capital guidelines, the FRB has adopted a minimum leverage capital ratio, under which a bank holding company must maintain a minimum level of Tier I capital to average total consolidated assets of at least 3% in the case of a bank holding company which has the highest regulatory examination rating and is not contemplating significant growth or expansion. All other bank holding companies are expected to maintain a leverage capital ratio of at least 1% to 2% above the stated minimum.
The following table sets forth the Corporation's regulatory capital position at December 31, 1994 (for the regulatory capital positions of the Banking Subsidiaries as of December 31, 1994, see the discussions below).
Leverage Capital Risk-Based Capital Amount % of Assets Amount % of Assets
(Dollars in Thousands)
Actual $110,494 9.46% $118,136 19.37% Minimum capital standard 35,041 3.00 48,783 8.00 Excess of actual regulatory capital over minimum regulatory capital standard $75,453 6.46% $69,353 11.37%
The 1991 Banking Law required each federal banking agency, including the FRB, to revise its risk-based capital standards within 18 months of enactment of the statute to ensure that those standards take adequate account of interest rate risk, concentration of credit risk and the risks of non-traditional activities, as well as reflect the actual performance and expected risk of loss on multi-family mortgages. In August 1992, the FRB, the FDIC, and the Office of the Comptroller of the Currency issued a joint advance notice of proposed rulemaking, soliciting comments on a proposed framework for implementing these revisions. Under the proposal, an institution's assets, liabilities, and off-balance sheet positions would be weighed by risk factors that approximate the instruments' price sensitivity to a 100 basis point change in interest rates. Institutions with interest rate risk exposure in excess of a threshold level would be required to hold additional capital proportional to that risk. The notice also asked for comments on how the risk-based capital guidelines of each agency may be revised to take account of concentration and credit risk and the risk of nontraditional activities. The Corporation is studying the notice. It cannot assess at this point the impact, if any, the proposal (if promulgated as a final rule) would have on the capital requirements of the Corporation or its Banking Subsidiaries.
Under current federal law, transactions between depository institutions and any affiliate are governed by Section 23A and 23B of the Federal Reserve Act. An affiliate of a depository institution is any company or entity that controls, is controlled by or is under common control with the institution. In a holding company context, the parent holding company of a depository institution and any companies which are controlled by such parent holding company are affiliates of the depository institution. Generally, Sections 23A and 23B (i) limit the extent to which the depository institution or its subsidiaries may engage in "covered transactions" with any one affiliate to an amount equal to 10% of such institution's capital stock and surplus, and contain an aggregate limit on all such transactions with all affiliates to an amount equal to 20% of such capital stock and surplus; and (ii) require that all such transactions be on terms substantially the same, or at least as favorable, to the savings institution or the subsidiary as those provided to a nonaffiliate. The term "covered transaction" includes the making of loans or other extensions of credit to an affiliate, the purchase of assets from an affiliate, the purchase of, or an investment in, the securities of an affiliate, the acceptance of securities of an affiliate as collateral for a loan or extension of credit to any person, or issuance of a guarantee, acceptance or letter of credit on behalf of an affiliate. In addition to the restrictions imposed by Sections 23A and 23B, no depository institution may (i) loan or otherwise extend credit to an affiliate, except for any affiliate which engages only in activities that are permissible for bank holding companies; or (ii) purchase or invest in any stocks, bonds, debentures, notes or similar obligations of any affiliate, except for affiliates that are subsidiaries of the institution. Further, a bank holding company and its subsidiaries are generally prohibited from engaging in certain tie-in arrangements in connection with any extension of credit, lease, or sale of property or furnishing of services.
Section 4(i) of the BHCA authorizes the FRB to approve the application of a bank holding company to acquire any savings institution under Section 4(c)(8) of the BHCA. In approving such an application, the FRB is precluded from imposing any restrictions on transactions between the bank holding company and the acquired savings institution, except as required by Section 23A or 23B of the Federal Reserve Act or any other applicable law. Further, the FDIA, as amended by the 1991 Banking Law, authorizes the merger or consolidation of any BIF member with any SAIF member, the assumption of any liability by any BIF member to pay any deposits of any SAIF member or vice versa, or the transfer of any assets of any BIF member to any SAIF member in consideration for the assumption of liabilities of such BIF member or vice versa, provided that certain conditions are met and, in the case of any acquiring, assuming, or resulting depository institution which is a BIF member, such institution continues to make payment of SAIF assessments on the portion of liabilities attributable to any acquired, assumed, or merged SAIF-insured institution.
As a result of the Corporation's ownership of Security Bank, in 1983 the Corporation was registered under the bank holding company laws of North Carolina. Accordingly, the Corporation and the Subsidiaries are also subject to regulation by the North Carolina Commissioner of Banks (the "N.C. Commissioner"). The N.C. Commissioner has asserted authority to examine North Carolina bank holding companies and their affiliates and is in the process of formulating regulations in this area. Further, as a result of its ownership of the Savings Banks, the Corporation is also registered under the savings bank holding company laws of North Carolina. Thus, it is also subject to regulation and supervision by the North Carolina Administrator of Savings Institutions (the "N.C. Administrator").
Security Bank. Security Bank is organized as a North Carolina chartered commercial bank and is subject to various statutory requirements and to rules and regulations promulgated and enforced by the N.C. Commissioner and the FDIC. Security Bank's deposits are insured by the BIF, except that those deposits acquired through the merger of First Federal into Security Bank are insured by the SAIF.
North Carolina commercial banks, such as Security Bank, are subject to legal limitations on the amounts of dividends they are permitted to pay. Under the 1991 Banking Law an insured depository institution, such as Security Bank, is prohibited from making capital distributions, including the payment of dividends, if, after making such distribution, the institution would become "undercapitalized" (as such term is defined in the statute). Based on its current financial condition, the Corporation does not expect that this provision will have any impact on Security Bank's ability to pay dividends.
As a North Carolina chartered, FDIC-insured commercial bank which is not a member of the Federal Reserve System, Security Bank is subject to capital requirements imposed by the FDIC. Under the FDIC's regulations, state nonmember banks that (i) receive the highest rating during the examination process; and (ii) are not anticipating or experiencing any significant growth, are required to maintain a minimum leverage ratio of 3% of Tier I capital to total assets; all other banks are required to maintain a minimum ratio of 1% or 2% above the stated minimum, with a minimum leverage ratio of not less than 4%. As of December 31, 1994, the leverage ratio of Security Bank was 8.2%.
The following table sets forth Security Bank's regulatory capital position at December 31, 1994:
Security Bank is subject to insurance assessments imposed by the FDIC. Under current law, as amended by the 1991 Banking Law, the insurance assessment to be paid by BIF-insured institutions shall be as specified in a schedule required to be issued by the FDIC that would specify, at semiannual intervals, target reserve ratios designed to increase the reserve ratio to 1.25% of estimated insured deposits (or such higher ratio as the FDIC may determine in accordance with the statute) in 15 years. Further, the FDIC is authorized, under the 1991 Banking Law, to impose one or more special assessments in any amount deemed necessary to enable repayment of amounts borrowed by the FDIC from the Treasury Department. Effective January 1, 1993, the FDIC replaced the uniform assessment rate with a transitional risk-based assessment
schedule which became fully effective in January 1994, having assessments ranging from 0.23% to 0.31% of an institution's average assessment base. The actual assessment to be paid by each BIF member is based on an institution's assessment risk classification, which is determined based on whether the institution is considered "well capitalized," "adequately capitalized" or "under capitalized," as such terms have been defined in applicable federal regulations adopted to implement the prompt corrective action provisions of the 1991 Banking Law, and whether such institution is considered by its supervisory agency to be financially sound or to have supervisory concerns. See "Impact of the 1991 Banking Law." Based on the current financial condition and capital levels of Security Bank, the Corporation does not expect that the transitional risk-based assessment schedule will have a material impact on Security Bank's future earnings.
Further, under current federal law, depository institutions are subject to the restrictions contained in Section 22(h) of the Federal Reserve Act with respect to loans to directors, executive officers and principal stockholders. Under Section 22(h), loans to directors, executive officers and stockholders who own more than 10% of a depository institution (18% in the case of institutions located in an area with less than 30,000 in population), and certain affiliated entities of any of the foregoing, may not exceed, together with all other outstanding loans to such person and affiliated entities, the institution's loan-to-one-borrower limit as established by federal law (as discussed below). Section 22(h) also prohibits loans above amounts prescribed by the appropriate federal banking agency to directors, executive officers and shareholders who own more than 10% of an institution, and their respective affiliates, unless such loans are approved in advance by a majority of the board of directors of the institution. Any "interested" director may not participate in the voting. The FRB has prescribed the loan amount (which includes all other outstanding loans to such person), as to which such prior board of director approval is required, as being the greater of $25,000 or 5% of capital and surplus (up to $500,000). Further, pursuant to Section 22(h), the FRB requires that loans to directors, executive officers, and principal shareholders be made on terms substantially the same as offered in comparable transactions to other persons.
Security Bank is subject to FDIC-imposed loan-to-one-borrower limits which are substantially the same as those applicable to national banks. Under these limits, no loans and extensions of credit to any borrower outstanding at one time and not fully secured by readily marketable collateral shall exceed 15% of the unimpaired capital and unimpaired surplus of the bank. Loans and extensions of credit fully secured by readily marketable collateral may comprise an additional 10% of unimpaired capital and unimpaired surplus. These limits also authorize banks to make loans-to-one-borrower, for any purpose, in an amount not to exceed $500,000. As of December 31, 1994, the largest aggregate amount of loans which Security Bank had to one borrower was $1.9 million. Management does not believe that any of Security Bank's outstanding loans violate the applicable loans-to-one-borrower limits or that these limits will have a significant impact on Security Bank's business, operations, or earnings.
Regulations promulgated by the FDIC pursuant to the 1991 Banking Law place limitations on the ability of insured depository institutions to accept, renew, or roll over deposits by offering rates of interest which are significantly higher than the prevailing rates of interest on deposits offered by other insured depository institutions having the same type of charter in such depository institution's normal market area. Under these regulations, "well capitalized" depository institutions may accept, renew, or roll such deposits over without restriction; "adequately capitalized" depository institutions may accept, renew, or roll such deposits over with a waiver from the FDIC (subject to certain restrictions on payments of rates); and "undercapitalized" depository institutions may not accept, renew, or roll such deposits over. The regulations contemplate that the definitions of "well capitalized," "adequately capitalized", and "undercapitalized" will be the same as the definition adopted by the agencies to implement the corrective action provisions of the 1991 Banking Law. See "Impact of the 1991 Banking Law." Management does not believe that these regulations will have a materially adverse effect on the current operations of Security Bank.
Security Bank is subject to examination by the FDIC and the N.C. Commissioner. FSCC, the consumer finance company subsidiary of Security Bank, is also subject to such examination. In addition, Security Bank is subject to various other state and federal laws and regulations, including state usury laws, laws relating to fiduciaries, consumer credit and equal credit, fair credit reporting laws and laws relating to branch banking. Security Bank, as an insured, North Carolina commercial bank, is prohibited from engaging as a principal in activities that are not permitted for national banks, unless (i) the FDIC determines that the activity would pose no significant risk to the appropriate deposit insurance fund; and (ii) Security Bank is, and continues to be, in compliance with all applicable capital standards.
Under Chapter 53 of the North Carolina General Statutes, if the capital stock of a North Carolina commercial bank is impaired by losses or otherwise, the N.C. Commissioner is authorized to require payment of the deficiency by assessment upon the bank's shareholders, pro rata, and to the extent necessary, if any such assessment is not paid by any shareholder, upon 30 days notice, to sell as much as is necessary of the stock of such shareholder to make good the deficiency. The Corporation is the sole shareholder of Security Bank.
The Savings Banks. The Savings Banks are North Carolina-chartered savings banks and members of the Federal Home Loan Bank system (the "FHLB System"). Their deposits are insured by the FDIC through the SAIF except that those deposits acquired through the purchase of First Citizens Bessemer City office by Home Savings are insured by the BIF. They are subject to examination and regulation by the FDIC and the N.C. Administrator and to regulations governing such matters as capital standards, mergers, establishment of branch offices, subsidiary investments and activities, and general investment authority.
North Carolina enacted the Savings Bank Act, Ch. 54C of the North Carolina General Statutes ("Chapter 54C"), effective October 1, 1991. Chapter 54C created a state savings bank ("SSB") charter. An SSB is a North Carolina chartered financial institution regulated by the FDIC and the N.C. Administrator, but not by the OTS, with its deposit accounts insured by either the SAIF or the BIF of the FDIC. Each of the Savings Banks converted to an SSB charter on December 1, 1992 (the "Conversions") in order to reduce the regulatory cost and burden imposed by the overlapping regulatory jurisdiction of the three agencies under whose regulation they operated as federal savings banks.
The Financial Institutions Reform, Recovery and Enforcement Act of 1989 ("FIRREA") effected a major restructuring of the federal regulatory scheme applicable to financial institutions. Among other things, FIRREA abolished the Federal Home Loan Bank Board and Federal Savings and Loan Insurance Corporation, many of the previous regulatory functions of which are now under the control of the OTS and the FDIC. Regulatory functions relating to deposit insurance and to conservatorships and receiverships of federally insured financial institutions, including savings banks, are now exercised by the FDIC. FIRREA contains provisions affecting numerous aspects of the operations and regulation of federally insured savings banks and empowers the FDIC to promulgate regulations implementing the provisions of FIRREA, including regulations defining certain terms used in the statute as well as regulations exercising or defining the limits of regulatory discretion conferred by the statute.
Prior to their Conversions, the Savings Banks were regulated by the OTS in addition to the FDIC and the N.C. Administrator. Consequently, they were subject to various operating requirements and restrictions imposed by the OTS. Additionally, they were regulated by the N.C. Administrator under North Carolina law as savings and loan associations rather than as savings banks. The following discussion sets forth the regulatory requirements and restrictions to which the Savings Banks became subject upon their Conversions.
The Savings Banks are subject to insurance assessments imposed by the FDIC. Under current law, as amended by the 1991 Banking Law, the insurance assessment paid by SAIF-insured institutions must be the
greater of 0.15% of the institution's average assessment base (as defined) or such rate as the FDIC, in its sole discretion, determines to be appropriate to be able to increase (or maintain) the reserve ratio to 1.25% of estimated insured deposits (or such higher ratio as the FDIC may determine in accordance with the statute) within a reasonable period of time. Through December 31, 1993, the assessment rate could not be less than 0.23% of the institution's average assessment base, and from January 1, 1994 through December 31, 1997, the assessment rate must not be less than 0.18% of the institution's average assessment base. In each case the assessment rate may be higher if the FDIC, in its sole discretion, determines such higher rate to be appropriate. Effective January 1, 1993, the annual assessment rate is determined pursuant to the transitional risk-based assessment schedule issued by the FDIC pursuant to the 1991 Banking Law, which imposes assessments ranging from 0.23% to 0.31% of an institution's average assessment base. The actual assessment to be paid by each SAIF member will be based on the institution's assessment risk classification, which will be determined based on whether the institution is considered "well capitalized," "adequately capitalized", or "undercapitalized" (as such terms have been defined in federal regulations adopted to implement the prompt corrective action provisions of the 1991 Banking Law), and whether such institution is considered by its supervisory agency to be financially sound or to have supervisory concerns. See "Impact of the 1991 Banking Law."
Premiums are established separately for the BIF and the SAIF. It is currently anticipated that the BIF will be fully funded in late 1995. At that point, the FDIC has the authority to reduce the premiums paid under the BIF. The FDIC may not reduce the premiums for the SAIF until it is fully funded, which is not anticipated to occur for a number of years. Therefore, if a premium disparity between the BIF and SAIF develops as anticipated, there may be a competitive advantage for BIF-insured institutions over SAIF-insured institutions. The Savings Banks' deposits are primarily SAIF-insured, as are a portion of the deposits of Security Bank. Whether a premium disparity will develop, or the precise effect of any such disparity on the Savings Banks, cannot be determined at this time.
Upon their Conversions, the Savings Banks ceased to be subject to the capital requirements of the OTS and became subject to the capital requirements of the FDIC and the N.C. Administrator. The FDIC requires each of the Savings Banks to have a minimum leverage ratio of Tier I capital to total assets of at least 3%; provided, however, that all institutions, other than those (i) receiving the highest rating during the examination process; and (ii) not anticipating or experiencing any significant growth, are required to maintain a ratio of 1% or 2% above the stated minimum, with a minimum leverage ratio of not less than 4%. The FDIC also requires each of the Savings Banks to have a ratio of total capital to risk-weighted assets of at least 8%. The FDIC leverage and risk-based capital ratio calculations and components are very similar to the OTS core capital and risk-based capital requirements, respectively. The FDIC, however, does not impose a tangible capital requirement. The N.C. Administrator requires a net worth equal to at least 5% of total assets. At December 31, 1994, each of the Savings Banks complied with the net worth requirements of the N.C. Administrator: OMNIBANK, 12.35%; Citizens, 7.16%; and, Home Savings, 8.16%.
The following table sets forth the FDIC regulatory capital positions of OMNIBANK, Citizens and Home Savings as of December 31, 1994:
The FHLB System provides a central credit facility for member institutions. As members of the FHLB, each of the Savings Banks are required to own capital stock in the FHLB of Atlanta in an amount at least equal to the greater of 1% of the aggregate principal amount of its unpaid residential mortgage loans, home purchase contracts and similar obligations at the end of each calendar year, or 5% of its outstanding FHLB Advances. As of December 31, 1994, each of the Savings Banks was in compliance with this requirement.
FIRREA has had the effect of significantly reducing the dividends that Savings Banks receive on their stock in the FHLB. FIRREA requires each FHLB to transfer a certain amount of its reserves and undivided profits to the Resolution Funding Corporation ("RECORP"), the government entity established to raise funds to resolve troubled savings association cases, in order to fund the principal and a portion of the interest on RECORP bonds and certain other obligations. In addition, FIRREA requires each FHLB to transfer a percentage of its annual net earnings to the Affordable Housing Program. That amount will increase from 5% of the annual net income of the FHLB in 1990 to at least 10% of its annual net income in 1995 and subsequent years. As a result of these FIRREA requirements, it is anticipated that the FHLB's earnings will be reduced and that each of the Savings Banks will continue to receive reduced dividends on its FHLB of Atlanta stock in future periods.
FRB regulations adopted pursuant to the Depository Institutions Deregulation and Monetary Control Act of 1980 require savings associations and savings banks to maintain reserves against their transaction accounts (primarily negotiable order of withdrawal accounts) and certain nonpersonal time deposits. The reserve requirements are subject to adjustment by the FRB. As of December 31, 1994, each of the Savings Banks was in compliance with the applicable reserve requirements of the FRB.
Upon their Conversions, the Savings Banks became subject to the N.C. Administrator's requirement that the ratio of liquid assets to total assets equal at least 10%. The computation of liquidity under North Carolina regulation allows the inclusion of mortgage-backed securities and investments which, in the judgment of the N.C. Administrator, have a readily marketable value, including investments with maturities in excess of five years. On December 31, 1994, the liquidity ratios of the Savings Banks exceeded the requirements of the N.C. Administrator and were as follows: OMNIBANK, 13.28%; Citizens, 33.50%; and, Home Savings, 32.16%.
The Savings Banks also are subject to loan-to-one-borrower limits which are substantially the same as those applicable to Security Bank. Additionally, under these limits, a savings bank is authorized to make loans-to-one-borrower to develop domestic residential housing units, not to exceed the lesser of $30 million or 30% of the savings bank's unimpaired capital and unimpaired surplus, provided that (i) the purchase price of each single-family dwelling in the development does not exceed $500,000; (ii) the savings bank is in
compliance with its fully phased-in capital requirements; (iii) the loans comply with the applicable loan-to-value requirements; (iv) the aggregate amount of loans made under this authority does not exceed 150% of unimpaired capital and surplus; and (v) either the savings bank's regulator issues an order permitting the savings bank to use the higher limit or the savings bank meets the requirements for "expedited treatment." A savings bank meets the requirements of "expedited treatment" if, among other things, it has a composite MACRO rating of 1 or 2, a CRA rating of satisfactory or better, and has not been notified by supervisory personnel that it is a problem institution or an institution in troubled condition. These limits also authorize a savings institution to make loans-to-one-borrower to finance the sale of real property acquired in satisfaction of debts in an amount up to 50% of unimpaired capital and surplus. As North Carolina chartered savings banks, the Savings Banks are subject under North Carolina law to the same loans-to-one-borrower restrictions as are described above. However, if North Carolina loans-to-one-borrower limitations were to be made less stringent than the restrictions set forth above, the Savings Banks would still be subject to the above described restrictions pursuant to FDIC regulations.
As of December 31, 1994, the largest aggregate amount of loans which the Savings Banks had to any one borrower was as follows: OMNIBANK, $3.05 million; Citizens, $1.89 million; and, Home Savings, $.97 million. None of the Savings Banks had loans outstanding which management believes violate the applicable loans-to-one- borrower limits. The Corporation does not believe that the loans-to-one-borrower limits will have a significant impact on the Savings Banks' business, operations or earnings.
The Savings Banks are subject to the same FDIC regulations as Security Bank regarding the ability of insured depository institutions to accept, renew, or roll over deposits offering rates of interest significantly higher than generally prevailing market rates. Management does not believe these regulations will have a materially adverse effect on the current operations of the Savings Banks.
As North Carolina-chartered savings banks, the Savings Banks are subject to North Carolina law which requires that at least 60% of their respective assets be investments that qualify under certain Internal Revenue Service guidelines. As of December 31, 1994, each Savings Bank was in compliance with the North Carolina law.
FDIC law and regulations generally provide that state-chartered savings banks may not engage as principal in any type of activity, or in any activity in an amount, not permitted for national banks, or directly acquire or retain any equity investment of a type or in an amount not permitted for national banks. The FDIC has authority to grant exceptions from these prohibitions (other than with respect to non-service corporation equity investments) if it determines no significant risk to the SAIF is posed by the amount of the investment or the activity to be engaged in and if the savings bank is and continues to be in compliance with fully phased-in capital standards. National banks are generally not permitted to hold equity investments other than shares of service corporations and certain federal agency securities. Moreover, the activities in which service corporations are permitted to engage are limited to those of service corporations for national banks.
FIRREA generally prohibits any savings institution (state or federal) from directly or indirectly acquiring or retaining any corporate debt security that is not of investment grade (generally referred to as "junk bonds ). Any savings institution that held corporate debt securities not of investment grade prior to August 9, 1989 is required to divest those securities as quickly as can be prudently done, but in no event later than July 1, 1994, and must file an application setting forth its plans for divestiture with the FDIC. At December 31, 1994, none of the Savings Banks owned any corporate debt securities not of investment grade for which such divestiture would be required. Additionally, FDIC regulations impose restrictions on the lending limits of state-chartered savings banks, including percentage limitations on the total investment in various types of loans, including limitations which (i) limit total non-residential real estate loans to 400%
of capital; (ii) limit total commercial, corporate, business, or agricultural loans to 10% of assets; and (iii) limit total consumer loans, commercial paper, and corporate debt securities to 35% of assets. Each Savings Bank was in compliance with such requirements as of December 31, 1994.
FIRREA also generally requires any savings institution that proposes to establish or acquire a new subsidiary, or to conduct new activities through an existing subsidiary, to notify the FDIC at least 30 days prior to the establishment or acquisition of any subsidiary, or at least 30 days prior to conducting any such new activity. Any such activities must be conducted in accordance with the regulations and orders of the FDIC and the N.C. Administrator.
As North Carolina chartered savings banks, the Savings Banks derive their authority from, and are regulated by, the N.C. Administrator. The N.C. Administrator has the right to promulgate rules and regulations necessary for the supervision and regulation of state savings banks under his jurisdiction and for the protection of the public investing in such institutions. The regulatory authority of the N.C. Administrator includes, but is not limited to, the establishment of reserve requirements; the regulation of the payment of dividends; the regulation of incorporators, shareholders, directors, officers, and employees; the establishment of permitted types of withdrawable accounts and types of contracts for savings programs, loans, and investments; and, the regulation of the conduct and management of savings banks, chartering and branching of institutions, mergers, conversions, and conflicts of interest. North Carolina law requires that the Savings Bank maintain federal deposit insurance as a condition of doing business.
The N.C. Administrator conducts regular annual examinations of the Savings Banks as well as other state- chartered savings institutions in North Carolina. The purpose of such examinations is to assure that institutions are being operated in compliance with applicable North Carolina law and regulations and in a safe and sound manner. These examinations are usually conducted on a joint basis with the FDIC. In addition, the N.C. Administrator is required to conduct an examination of any institution when he has good reason to believe the standing and responsibility of the institution is of doubtful character or when he otherwise deems it prudent. The N.C. Administrator is empowered to order the revocation of the license of an institution if he finds that it has violated or is in violation of any North Carolina law or regulation and that revocation is necessary in order to preserve the assets of the institution and protect the interest of its depositors. The N.C. Administrator has the power to issue cease and desist orders if any person or institution is engaging in, or has engaged in , any unsafe or unsound practice or unfair and discriminatory practice in the conduct of its business or in violation of any other law, rule, or regulation.
A North Carolina chartered savings bank must maintain net worth of 5% of total assets and liquidity of 10% of total assets, as discussed above. Additionally, a North Carolina chartered savings bank is required to maintain general valuation allowances and specific loss reserves in the same amounts as required by the federal regulators.
The Savings Banks are subject to North Carolina law which requires that at least 60% of their respective assets be investments that qualify under certain Internal Revenue Service guidelines. As of December 31,1994, each Savings Bank was in compliance with this North Carolina law.
A North Carolina chartered stock savings bank may not declare or pay a cash dividend on, or repurchase any of, its capital stock if the effect of such transaction would be to reduce the net worth of the institution to an amount which is less than the minimum amount required by applicable federal and state regulations. Accordingly, each of the Savings Banks is prohibited from making capital distributions, including the payment of dividends, if, after making such distribution, it would become "undercapitalized" (as such term is defined in the 1991 Banking Law).
In addition, each of the Savings Banks is also subject to the restriction that it is not permitted to declare or pay a cash dividend on or repurchase any of its capital stock if the effect thereof would be to cause its net worth to be reduced below the amount for the liquidation account established in connection with its conversion from mutual to stock form.
Subject to limitations established by the N.C. Administrator, North Carolina-chartered savings banks may make any loan or investment or engage in any activity which is permitted to federally chartered savings institutions. In addition to such lending authority, North Carolina-chartered savings banks are authorized to invest funds, in excess of loan demand, in certain statutorily permitted investments, including but not limited to (i) obligations of the United States, or those guaranteed by it; (ii) obligations of the State of North Carolina; (iii) bank demand or time deposits; (iv) stock or obligations of the federal deposit insurance fund or FHLB; (v) savings accounts of any savings and loan association as approved by the board of directors; and (vi) stock or obligations of any agency of the State of North or of the United States or of any corporation doing business in North Carolina whose principal business is to make education loans.
North Carolina law provides a procedure by which savings institutions may consolidate or merge, subject to the approval of the N.C. Administrator. The approval is conditioned upon findings by the N.C. Administrator that, among other things, such merger or consolidation will promote the best interests of the members or shareholders of the merging institutions. North Carolina law also provides for simultaneous mergers and conversions and for supervisory mergers conducted by the N.C. Administrator.
Community Reinvestment Act. The Banking Subsidiaries are subject to the provisions of the CRA. Under the terms of the CRA, the appropriate federal bank regulatory agency is required, in connection with its examination of a bank, to assess the bank's record in meeting the credit needs of the community served by that bank, including low- and moderate-income neighborhoods. The regulatory agency's assessment of the bank's record is made available to the public. Further, such an assessment is specifically required to be made of any bank which has applied to (i) charter a national bank; (ii) obtain deposit insurance coverage for a newly- chartered institution; (iii) establish a new branch office that will accept deposits; (iv) relocate an office; or (v) merge or consolidate with, or acquire the assets or assume the liabilities of, a federally regulated financial institution. In the case of a bank holding company applying for approval to acquire a bank or their bank holding company, the Federal Reserve will assess the records of each subsidiary bank of the applicant bank holding company, and such records may be the basis for denying the application.
In December 1993, the federal banking agencies proposed to revise their CRA regulations in order to provide clearer guidance to depository institutions on the nature and extent of their CRA obligations and the methods by which those obligations will be assessed and enforced. The proposed regulations substitute for the current process-based CRA assessment factors a new evaluation system that would rate institutions based on their actual performance in meeting community credit needs. Under the proposal, all depository institutions would be subject to three CRA-related tests: a lending test, an investment test, and a service test. The lending test, which would be the primary test for all institutions other than wholesale and limited-purpose banks, would evaluate an institution's lending activities by comparing the institution's share of housing, small business, and consumer loans in low- and moderate-income areas in its service area with its of such loans in the other parts of its service area. The agencies would also evaluate the institution's performance independent of other lenders by examining the ratio of such loans made by the institution to low- and moderate- income areas to all such loans made by the institution. At the election of an institution, the agencies would also consider "indirect" loans made by affiliates and subsidiaries of the institution as well as lending consortia and other lenders in which the institution had made lawful investments.
The focus of the investment test, under which wholesale and limited-purpose institutions would normally be evaluated, would be the amount of assets (compared to its risk-based capital) that an institution has
devoted to "qualified investments" that benefit low- and moderate-income individuals and areas in the institution's service area. The service test would evaluate an institution based on the percentage of its branch offices that are located in or are readily accessible to low- and moderate-income areas. Smaller institutions, those having total assets of less than $250 million, would be evaluated under more streamlined criteria.
The joint agency CRA proposal provides that an institution evaluated under a given test would receive one of five ratings for that test: outstanding, high satisfactory, low satisfactory, needs to improve, or substantial non-compliance. The ratings for each test would then be combined to produce an overall composite rating of either outstanding, satisfactory (including both high and low satisfactory), needs to improve, or substantial non-compliance. In the case of a retail-oriented institution, its lending test rating would form the basis for its composite rating. That rating would then be increased by up to two levels in the case of outstanding or high satisfactory investment performance, increased by one level in the case of outstanding service, and decreased by one level in the case of substantial non-compliance in service. An institution found to have engaged in illegal lending discrimination would be rebuttably presumed to have a less-than-satisfactory composite CRA rating.
Under the proposal, an institutions's CRA rating will continue to be taken into account by a regulator in considering various types of applications. In addition, an institution receiving a rating of "substantial non- compliance" would be subject of civil money penalties or a cease and desist order under Section 8 of the FDIA.
Impact of the 1991 Banking Law. The 1991 Banking Law was signed into law on December 19, 1991. Among other things, the 1991 Banking Law provided increased funding for the BIF and the SAIF, and provides for expanded regulation of depository institutions and their affiliates, including parent holding companies.
The 1991 Banking Law provides authority for special assessments against insured deposits and for the development of a general risk-based deposit insurance assessment system which the FDIC implemented on a transitional basis effective January 1, 1993. Although it is anticipated that the BIF will become fully funded sometime in 1995 and the funding status of the SAIF has improved substantially, no assurance can be given at this time as to what level of assessments against insured deposits will be in the future.
Effective one year after its enactment, the 1991 Banking Law provided the federal banking agencies with broad powers to take corrective action to resolve the problems of insured depository institutions. The extent of these powers will depend upon whether the institutions in question are "well capitalized," "adequately capitalized," "undercapitalized," "significantly undercapitalized," or "critically undercapitalized." In September 1992, each of the federal banking agencies issued final uniform regulations to be effective December 19, 1992, which define such capital levels. Under the final regulations, an institution is considered "well capitalized" if it has (i) a total risk-based capital ratio of 10% or greater; (ii) a Tier I risk-based capital ratio of 6% or greater; (iii) a leverage ratio of 5% or greater; and (iv) is not subject to any order or written directive to meet and maintain a specific capital level for any capital measure. An "adequately capitalized" institution is defined as one that has (i) a total risk-based capital ratio of 8% or greater; (ii) a Tier I risk-based capital ratio of 4% or greater; and (iii) a leverage ratio of 4% or greater (or 3% or greater in the case of an institution with the highest examination rating). An institution is considered (A) "undercapitalized" if it has (i) a total risk-based capital ratio of less than 8%; (ii) a Tier I risk-based capital ratio of less than 4%; or (iii) a leverage ratio of less than 4% (or 3% in the case of an institution with the highest examination rating; (B) "significantly undercapitalized" if the institution has (i) a total risk-based capital ratio of less than 6%; or (ii) a Tier I risk-based capital ratio of less than 3%; or (iii) a leverage ratio of less than 3% and (C) "critically undercapitalized" if the institution has a ratio of tangible equity to total assets equal to or less than 2%.
The 1991 Banking Law also amended the prior law with respect to the acceptance of brokered deposits by insured depository institutions to permit only a "well capitalized" (as defined in the statute as significantly exceeding each relevant minimum capital level) depository institution to accept brokered deposits without prior regulatory approval. In June 1992, the FDIC issued final regulations implementing these provisions regulating brokered deposits. Under the regulations, "well-capitalized" banks may accept brokered deposits without restrictions, "adequately capitalized" banks may accept brokered deposits with a waiver from the FDIC (subject to certain restrictions on payment of rates), while "under-capitalized" banks may not accept brokered deposits. The regulations contemplate that the definitions of "well capitalized," "adequately capitalized" and "under capitalized" are the same as the definitions adopted by the agencies to implement the prompt corrective action provisions of the 1991 Banking Law (as described in the previous paragraph). The Corporation does not believe that these regulations have had or will have a material adverse effect on the current operations of its Banking
Subsidiaries.
The foregoing necessarily is a general description of certain provisions of the 1991 Banking Law and does not purport to be . Complete implementation of the 1991 Banking Law through regulations issued by the various federal banking agencies has not occurred. The effect of full implementation of the 1991 Banking Law on the Corporation and its Subsidiaries is not yet ascertainable in all material respects.
Taxation
Federal Income Taxation. The Corporation files a consolidated federal income tax return with its Subsidiaries. The Banking Subsidiaries are subject to the taxing provisions of the Internal Revenue Code of 1986, as amended ("Code"), for corporations, as modified by certain provisions of accounting.
Thrift institutions, which qualify under certain definitional tests and other conditions of the Code, are permitted certain favorable provisions regarding their deductions from taxable income for annual additions to their bad debt reserve. A reserve may be established for bad debts on qualifying real property loans (generally loans secured by interests in real property improved or to be improved) under (i) a method based on a percentage of the institution's taxable income, as adjusted (the "percentage of taxable income method"); or (ii) a method based on actual loss experience (the "experience method"). Nonqualifying loans are computed on the experience method. Prior to 1994, the Savings Banks generally computed their additions to their reserves using the percentage of taxable income method.
The percentage of taxable income method is limited to 8% of taxable income. This method may not raise the reserve to exceed 6% of qualifying real property loans at the end of the year. Moreover, the additions for qualifying real property loans, when added to nonqualifying loans, cannot exceed 12% of the amount by which total deposits or withdrawable accounts exceed the sum of surplus, undivided profits and reserves at the beginning of the year. The experience method is the amount necessary to increase the balance of the reserve at the close of the year to the greater of (i) the amount which bears the same ratio to loans outstanding at the close of the year as the total net bad debts sustained during the current and five preceding years bear to the sum of the loans outstanding at the close of such six years; or (ii) the balance in the reserve account at the close of the last taxable year beginning before 1988 (assuming that the loans outstanding have not declined since such date).
In order to qualify for the percentage of income method, an institution must have at least 60% of its assets as "qualifying assets" which generally include cash, obligations of the U.S. government or an agency or instrumentality thereof or a state or political subdivision, residential real estate-related loans, or loans secured by savings accounts and property used in the conduct of its business. In addition, it must meet certain other supervisory tests and operate principally for the purpose of acquiring savings and investing in loans.
Institutions which become ineligible to use the percentage of income method must change to either the reserve method or the specific charge-off method that apply to banks. In 1994, the Savings Banks applied for, and were granted permission by the Internal Revenue Service, to change their method of accounting to the specific charge-off method that applies to large banks. In connection with this change, the Savings Banks recorded a one-time charge of approximately $5.6 million in 1994 and will be required to ratably pay the taxes over a six-year period beginning in 1995.
Security Bank has accounted for bad debts using the specific charge-off method since 1992 when it became a large bank. Large banks, those generally exceeding $500 million in assets, must convert to the specific charge-off method. For the tax year ending December 31, 1992, Security Bank was required to change its method of accounting from the reserve method to the specific charge-off method upon the merger of Omni and First Security Financial Corporation. After the 1992 Merger, the assets of the consolidated group exceeded $500 million. Security Bank's excess reserves at December 31, 1991 will be included in income ratably over a four- year period beginning with the tax year ending December 31, 1992.
In 1994, the Internal Revenue Service examination of the Corporation's 1992 federal income tax return was settled with no material impact on the Corporation's financial position or results of operations. Income tax returns subsequent to 1992 are subject to examination by the taxing authorities.
State and Local Taxation. Under North Carolina law, the corporate income tax is 7.75% of federal taxable income as computed under the Code, subject to certain prescribed adjustments. In addition, for tax years beginning in 1992, 1993 and 1994, a corporate taxpayer must pay a surtax equal to 3%, 2% and 1%, respectively, of the state income tax otherwise payable by it. An annual state franchise tax is imposed at a rate of 0.15% applied to the greatest of the institutions' (i) capital stock, surplus, and undivided profits; (ii) investment in tangible property in North Carolina; or (iii) appraised valuation of property in North Carolina.
Accounting Matters
Accounting by Creditors for Impairment of a Loan. The FASB has issued SFAS No. 114, "Accounting by Creditors for Impairment of a Loan," which requires that all creditors value all specifically reviewed loans for which it is probable that the creditor will be unable to collect all amounts due according to the terms of the loan agreement at either the present value of expected cash flows discounted at the loan's effective interest rate, or if more practical, the market price or value of collateral. This Standard is required to be implemented prospectively for fiscal years beginning after December 15, 1994. FASB has also issued SFAS No. 118 "Accounting by Creditors for Impairment of a Loan- Income Recognition and Disclosures", that amends SFAS No. 114 to allow a creditor to use existing methods for recognizing interest income on an impaired loan and by requiring additional disclosures about how a creditor recognizes interest income related to impaired loans. This Standard is to be implemented concurrently with SFAS No. 114. At this time, management does not anticipate a material impact to the consolidated financial statements of the Corporation upon the adoption of these Standards.
Derivative Financial Instruments and Fair Value of Financial Instruments. The FASB has issued SFAS No. 119 "Disclosure about Derivative Financial Instruments and Fair Value of Financial Instruments." This Standard requires disclosures about derivative financial instruments - futures, forward, swap, and option contracts, and other financial instruments with similar characteristics. It also amends existing requirements of SFAS No. 105, "Disclosure of Information about Financial Instruments with Off-Balance-Sheet Risk and Financial Instruments with Concentrations of Credit Risk," and SFAS No. 107, "Disclosures about Fair Value of Financial Instruments." This Standard is required for financial statements issued for fiscal years ending after December 15, 1994. The Corporation currently does not engage in derivative transactions.
Post-Employment Benefits. In November 1992, the FASB issued SFAS No. 112, "Employers' Accounting for Post-Employment Benefits," which requires accrual of the expected cost of providing post-employment benefits to an employee and employee's beneficiaries and covered dependents during the years that the employee renders the necessary services. Such benefits include salary continuation, supplemental unemployment benefits, severance benefits, job training and counseling, and continuation of health care benefits. SFAS No. 112 is effective for fiscal years beginning after December 15, 1993 and adoption is required on a prospective basis. The effect of adopting the new guidelines is not material to the Corporation.
ITEM 2
ITEM 2 - PROPERTIES
The Corporation's principal office is located at 507 West Innes Street, Salisbury, North Carolina 28144. The main administrative and executive offices of OMNIBANK are also located at the same address. The executive office of Security Bank is located at 215 South Main Street, Salisbury, North Carolina 28144; the executive office of Citizens is located at 31 Union Street (North), Concord, North Carolina 28082; and, the executive office of Home Savings is located at 700 West Kings Street, Kings Mountain, North Carolina 27086.
Of the Corporation's 53 banking, insurance, and consumer finance locations at December 31, 1994, 48 are located on real property owned by the related Subsidiary, five of the facilities are located on leased land and five of the facilities occupy leased quarters. Security Bank also owns and maintains a facility for operations, data processing and related activities. During 1994, the Corporation paid aggregate rents of approximately $157,000 for utilization of leased premises.
ITEM 3
ITEM 3 - LEGAL PROCEEDINGS
In the opinion of management, neither the Corporation nor any Subsidiary is involved in any pending legal proceedings other than routine, non-material proceedings occurring in the ordinary course of business.
ITEM 4
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of the Corporation's shareholders during the quarter ended December 31, 1994.
PART II
ITEM 5
ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Corporation's outstanding common stock is qualified for quotation on the National Market System of the Nasdaq Stock Market, Inc. under the symbol "SCBC." As of March 3, 1995, the approximate number of shareholders of record of the Corporation was 3,100. Common stock market prices and cash dividends are set forth on page 2 of the Annual Report to Shareholders for the year ended December 31, 1994 (the "Annual Report") and are incorporated herein by reference. See Item 1 above for potential regulatory restrictions upon the Banking Subsidiaries' payments of dividends to the Corporation.
ITEM 6
ITEM 6 - SELECTED FINANCIAL DATA
The information contained under the heading "Selected Financial Data" on page 1 of the Annual Report is incorporated herein by reference.
ITEM 7
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information contained on pages 5 through 29 and pages 44 and 45 of Item 1 above and the information contained under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" on pages 3 through 6 of the Annual Report are incorporated herein by reference.
ITEM 8
ITEM 8 - CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following consolidated financial statements of the Corporation included in the Annual Report are incorporated herein by reference:
Annual Report Page Number
Independent Auditors' Report 28
Consolidated Balance Sheets - December 31, 1994 and 1993 7
Consolidated Statements of Income - Years ended December 31, 1994, 1993, and 1992 8
Consolidated Statements of Stockholders' Equity - Years ended December 31, 1994, 1993, and 1992 9
Consolidated Statements of Cash Flows - Years ended December 31, 1994, 1993, and 1992 10
Notes to Consolidated Financial Statements 11-27
ITEM 9
ITEM 9 - CHANGE IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth certain information concerning each director of the Corporation:
Director of the Name Age Corporation Since
Directors Continuing in Office Until 1995:
William C. Kluttz, Jr. 48 1988 F. Taft McCoy, Jr. 63 1985 W. Erwin Spainhour 51 1988* Jimmy K. Stegall 64 1990 Thomas A. Tate, Sr. 67 1989* E. William Wagoner 45 1988 James L. Williamson 62 1991*
Directors Continuing in Office Until 1996:
Ralph A. Barnhardt 59 1988* Lloyd G. Gurley 55 1991 David B. Jordan 58 1988* William G. Loeblein 69 1988* J.G. Rutledge, III 69 1983 Carl M. Short, Jr. 45 1992 Miles J. Smith, Jr. 66 1983
Directors Continuing in Office Until 1997:
John A. Barnhardt 58 1988* Edward A. Brown 66 1984 Henry B. Gaye 66 1988 Dan L. Gray 61 1991* Ervin E. Lampert, Jr. 59 1988* Harold Mowery 59 1988* Fred J. Stanback, Jr. 65 1983
__________________ * Includes years of service as a director of Omni prior to the 1992 Merger.
The principal occupation or office, as applicable, of each director and each executive officer of the Corporation, as well as certain other information with respect to each such individual, is set forth below. Unless otherwise noted, all such persons have maintained their respective principal occupations for at least five years.
Directors
JOHN M. BARNHARDT is the President and Chief Executive Officer of Barnhardt, Walker & Strickland, Inc., Concord, North Carolina, a company engaged in advertising and public relations. Mr. Barnhardt is also a director of Citizens. Mr. Barnhardt is not related to Ralph A. Barnhardt.
RALPH A. BARNHARDT is a Vice-Chairman of the Board of Directors, a position he has held since the 1992 Merger, and is also the Chairman of the Board of Directors, President and Chief Executive Officer of Citizens. Mr. Barnhardt was Chairman of the Board of Directors of Omni prior to the 1992 Merger. Mr. Barnhardt is also a director of OMNIBANK, Security Bank and Home Savings. He is a past Chairman of the North Carolina Community Bankers Association. Mr. Barnhardt is not related to John M. Barnhardt.
EDWARD A. BROWN is the President and Treasurer of W.A. Brown & Son, Inc., Salisbury, North Carolina, a manufacturer of refrigeration units. Mr. Brown is also a director of Security Bank.
HENRY B. GAYE is the President of Gaye Chevrolet, Inc., Marshville, North Carolina, an automobile dealership. Mr. Gaye is also a director of Security Bank.
DAN L. GRAY is the Executive Director of The Cannon Foundation, Inc., Concord, North Carolina, a charitable foundation. Mr. Gray is also a director of Citizens.
LLOYD G. GURLEY has been the President of the Corporation and Security Bank since August 20, 1990, and has been the Chief Executive Officer of Security Bank since April 17, 1991. He was Chief Executive Officer of the Corporation from April 17, 1991 until the 1992 Merger (as of the 1992 Merger he became Chief Administrative Officer of the Corporation, as well as its President). Prior to August 20, 1990, Mr. Gurley was a Senior Vice President of Wachovia Bank of North Carolina, N.A. in Durham, North Carolina. Mr. Gurley is also a director of OMNIBANK, Citizens, Home Savings and Security Bank.
DAVID B. JORDAN is a Vice-Chairman of the Board of Directors and the Chief Executive Officer of the Corporation, and is also the President, Chief Executive Officer and a director of OMNIBANK. He is also a director of Citizens, Home Savings and Security Bank, and is a past Chairman of the North Carolina Community Bankers Association. Prior to the 1992 Merger, Mr. Jordan was President and Chief Executive Officer of Omni. Mr. Jordan is a director of the Charlotte branch of the Federal Reserve Bank of Richmond.
WILLIAM C. KLUTTZ, JR. is a partner in the law firm of Kluttz, Reamer, Blankenship & Hayes, Salisbury, North Carolina. Mr. Kluttz's law firm received fees during the Corporation's fiscal year ended December 31, 1994, and has also received fees from that date to the present for certain legal work performed for Security Bank. Mr. Kluttz is also a director of Security Bank.
ERVIN E. LAMPERT, JR. is the retired President of R.W. Norman Company, Salisbury, North Carolina, a company engaged in the manufacture of home furnishings. Mr. Lampert is also a director of OMNIBANK.
WILLIAM G. LOEBLEIN is the retired President of Loeblein Brothers, Inc., Salisbury, North Carolina, a manufacturer of upholstered furniture. Mr. Loeblein is also Chairman of the Board of Directors of OMNIBANK.
F. TAFT McCOY, JR. is the owner of McCoys Realty, Albemarle, North Carolina, and is an independent securities broker. Formerly, Mr. McCoy was an independent contractor/securities broker for
J. Lee Peeler & Co., Durham, North Carolina, and was Branch Manager, Social Security Administration, Albemarle, North Carolina. He is also a director of Security Bank.
HAROLD MOWERY is Vice President of Wagoner Construction Company, Salisbury, North Carolina, a company engaged in the commercial and industrial construction business. Mr. Mowery is also a director of OMNIBANK.
J.G RUTLEDGE, III was the Chairman of the Board of Directors and Chief Executive Officer of the Corporation and Security Bank until April 17, 1991, and also was the President of the Corporation and Security Bank until August 20, 1990. Mr. Rutledge served as a consultant to Security Bank from April 17, 1991 until April 30, 1992. He is also a director of Security Bank.
CARL M. SHORT, JR. is a partner in the law firm of Woodson, Ford, Sayers, Lawther, Short, Parrott & Hudson, Salisbury, North Carolina. Mr. Short's law firm received fees during the Corporation's fiscal year ended December 31, 1994, and has received fees from that date to the present for certain legal work performed for OMNIBANK. Mr. Short is also a director of OMNIBANK.
MILES J. SMITH, JR. is the Chairman of the Boards of Directors of the Corporation and Security Bank. He is also a director of Citizens, OMNIBANK and Home Savings. He is the Chairman of the Board of Directors of Premtec, Inc., China Grove, North Carolina, a manufacturer of industrial rubber products, and of Hand Held Products, Inc., a manufacturer of portable data analysis and storage systems, and is a private investor.
W. ERVIN SPAINHOUR is the President of the law firm of Hartsell, Hartsell & Mills, P.A., Concord, North Carolina. Mr. Spainhour's law firm received fees during the Corporation's fiscal year ended December 31, 1994, and has received fees from that date to the present for certain legal work performed for Citizens. Mr. Spainhour is also a director of Citizens.
FRED J. STANBACK, JR. is a private investor in Salisbury, North Carolina. He is also a director of Security Bank.
JIMMY K. STEGALL is the President of Stegall Builders Mart, Inc., Marshville and Monroe, North Carolina, a retail building supply company. Mr. Stegall is also a director of Security Bank.
THOMAS A. TATE, SR. was Chief Executive Officer of Home Savings until December 31, 1992 and continues to hold the office of President. Mr. Tate is also Chairman of the Board of Directors of Home Savings.
E. WILLIAM WAGONER is the Chairman of the Board of Directors and the President of Wagoner Construction Company, Salisbury, North Carolina, a company engaged in the commercial and industrial construction business. Mr. Wagoner is also a director of Security Bank.
JAMES L. WILLIAMSON is a retired audit partner of KPMG Peat Marwick, certified public accountants, a position held from 1970 until June 1990. Mr. Williamson is also a director of Home Savings.
The following table sets forth certain information concerning each executive officer of the Corporation:
______________________ Mr. Ridgill is a certified public accountant. He was the Vice-President and Chief Financial Officer of Omni from February 1989 until the 1992 Merger. Previously, he was a senior manager with KPMG Peat Marwick, an independent public accounting firm. Mr. Ridgill is also a Vice-President and Chief Financial Officer of Citizens, Home Savings, OMNIBANK and Security Bank.
Mr. Prewitt is a certified public accountant. He is also a Vice-President and Chief Operating Officer of Citizens. He was a director of Omni until January 1990 when he resigned to become an executive officer of Omni and Citizens. Previously, he was the treasurer and chief financial officer of Morrison Brothers, Inc., a company engaged in the building supply business.
Compliance With Section 16(a) Of The Securities Exchange Act Of 1934. Section 16(a) of the Securities Exchange Act of 1934 (the "1934 Act") requires the Corporation's executive officers and directors, and persons who own more than ten percent of the Corporation's Common Stock , to file reports of ownership and changes in ownership with the SEC. Executive officers, directors and greater than ten percent beneficial owners are required by SEC regulations to furnish the Corporation with copies of all Section 16(a) forms they file.
Based solely on a review of the copies of such forms furnished to the Corporation and written representations from the Corporation's executive officers and directors, the Corporation believes that during the year ended December 31, 1994, its executive officers and directors complied with all applicable Section 16(a) filing requirements.
ITEM 11
ITEM 11 - EXECUTIVE COMPENSATION
Director Compensation. Each member of the Corporation's Board of Directors, except those who are employees of the Corporation, receive an annual retainer of $2,500, a fee of $625 for each Board meeting attended, a fee of $325 for each meeting of a committee of the Board attended, and are entitled to receive reimbursement for travel expenses incurred in connection with all Board and committee meetings. Miles J. Smith, Jr., Chairman of the Board, receives an additional retainer of $600 per month. Directors of the Corporation, except those who are employees of the Corporation, who also serve as directors of a Banking Subsidiary are paid a retainer of $2,500, a fee of $625 for each Board meeting attended, and a fee of $250 for each meeting of a committee of the Board attended. Directors of the Corporation, except those who are employees of the Corporation, who also serve as directors of non-banking subsidiaries are compensated for such services at a rate of $100 per meeting.
The Corporation maintains a Directors' Deferred Compensation Plan. Under this Plan, each director of the Corporation and Security Bank may elect to defer some or all of the compensation received by him as a director. All amounts deferred are credited to his Plan account, are conveyed to trusts created
under the Plan and are deemed to earn income each quarter at the average yield for the second month of such quarter of three- year U.S. Treasury obligations (constant maturity) as reported by the Federal Reserve (the "Average Yield"). In the event that the actual earnings of a trust for such quarter are less than the Average Yield, the creator of the trust (e.g., Security Bank as the creator of the trust for Security Bank directors) contributes to the trust the difference between the actual earnings and the Average Yield. Amounts credited to a director's Plan account and held in the applicable trust are distributed to him or his estate in monthly installments, beginning on the first day on the month following his retirement as a director, death or disability, over a period of ten or fifteen years (depending on whether the director has retired, is deceased or has become disabled). In the event of a "change in control" (as defined in the Plan) of the Corporation, in certain circumstances the directors would receive payment of all amounts credited to their Plan accounts in a lump sum.
Executive Compensation. The following table sets forth a summary of the compensation received by David B. Jordan, the Corporation's Chief Executive Officer, Ralph A. Barnhardt, Lloyd G. Gurley and Pressley A. Ridgill from the Corporation and its subsidiaries during the years ended December 31, 1994, 1993 and 1992. Messrs. Jordan, Barnhardt and Ridgill first became officers on June 10, 1992 as a result of the 1992 Merger.
_______________ (1) Mr. Jordan is also the President and Chief Executive Officer of OMNIBANK.
(2) Mr. Barnhardt is also the Chairman, President and Chief Executive Officer of Citizens.
(3) Mr. Gurley is also the President and Chief Executive Officer of Security Bank.
(4) Mr. Ridgill is also a Vice-President and Chief Financial Officer of Security Bank, OMNIBANK, Citizens and Home Savings.
(5) Includes salary received by Mr. Jordan from OMNIBANK. Also includes deferred compensation.
(6) Includes salary received by Mr. Jordan from the Corporation and OMNIBANK during the period from July 1, 1992 through December 31, 1992. Also includes deferred compensation.
(7) Includes salary received by Mr. Barnhardt from Citizens.
(8) Includes salary received by Mr. Barnhardt from the Corporation and Citizens during the period from July 1, 1992 through December 31, 1992.
(9) Includes salary received by Mr. Gurley from Security Bank. Also includes deferred compensation.
(10) Includes salary received by Mr. Ridgill from First Cabarrus Corporation, a wholly-owned subsidiary of the Company ("FCC") that was dissolved in 1994.
(11) Includes salary received by Mr. Ridgill from FCC during the period from July 1, 1992 through December 31, 1992.
(12) Includes bonuses accrued under the Executive Management Incentive Compensation Plan.
(13) Includes bonuses accrued under the Executive Management Incentive Compensation Plan for the period from July 1, 1992 through December 31, 1992. Does not include bonuses accrued under the Plan prior to the 1992 Merger.
(14) Includes bonuses accrued under the Executive Management Incentive Compensation Plan.
(15) Includes bonuses accrued under the Executive Management Incentive Compensation Plan for the period from July 1, 1992 through December 31, 1992. Does not include bonuses accrued under the Plan prior to the 1992 Merger.
(16) Includes bonuses accrued under the Executive Management Incentive Compensation Plan.
(17) Includes bonuses accrued under an Executive Management Compensation Plan.
(18) Includes bonuses accrued under the Executive Management Incentive Compensation Plan.
(19) Includes bonuses accrued under the Executive Management Incentive Compensation Plan for the period from July 1, 1992 through December 31, 1992. Does not include bonuses accrued under the Plan prior to the 1992 Merger.
(20) Includes premiums paid by the Corporation or one of its subsidiaries with respect to term life insurance for the benefit of Mr. Jordan and contributions allocated to Mr. Jordan's accounts under the ESOP and the Incentive Plan (or, in 1992, the Profit Sharing Plan).
(21) Includes premiums paid by the Corporation or one of its subsidiaries with respect to term life insurance for the benefit of Mr. Barnhardt and contributions allocated to Mr. Barnhardt's accounts under the ESOP and the Incentive Plan (or, in 1992, the Profit Sharing Plan).
(22) Includes premiums paid by the Corporation or one of its subsidiaries with respect to term life insurance for the benefit of Mr. Gurley and contributions made to Mr. Gurley's accounts under the Incentive Plan.
(23) Includes premiums paid by the Corporation or one of its subsidiaries with respect to term life insurance for the benefit of Mr. Gurley, contributions allocated to Mr. Gurley's accounts under the Security Bank Profit Sharing Plan (described below), and a moving allowance granted to Mr. Gurley.
(24) Includes contributions allocated to Mr. Ridgill's accounts under the ESOP and the Incentive Plan (or, in 1992, the Profit Sharing Plan).
The following table sets forth certain information concerning options to purchase Common Stock held by Messrs. Jordan, Barnhardt, Gurley and Ridgill during the year ended December 31, 1994 and the value of unexercised options as of December 31, 1994. Messrs. Jordan, Barnhardt and Ridgill held options to acquire shares of Omni's common stock which, pursuant to the Merger, were converted into options to acquire shares of the Corporation's Common Stock.
_______________
(1) All options listed are currently exercisable except those of Mr. Gurley.
(2) Calculated using the average of the bid and ask quotations for the Corporation's Common Stock as reported by the National Market System of The Nasdaq Stock Market, Inc. for December 31, 1994 and the average exercise price of the options.
Pension and Retirement Plans. Prior to the 1992 Merger, Omni maintained an Employees' Pension Plan and Security Bank maintained a Retirement Plan. These Plans were continued by the Corporation as separate plans from July 1, 1992 through December 31, 1992, with the former employees of Omni and the employees of its former subsidiaries, including OMNIBANK, Citizens and Home Savings, continuing participation in the Omni Pension Plan, and the employees of Security Bank and its subsidiary prior to the
1992 Merger continuing participation in the Security Bank Retirement Plan. Effective January 1, 1993, these Plans were merged into a single Employees' Pension Plan (the "Pension Plan").
The Pension Plan covers all employees of the Corporation and its subsidiaries who were participants in the Omni and Security Bank Plans on December 31, 1992, and all employees of the Corporation and its subsidiaries who thereafter complete one year of service and attain the age of 21. Messrs. Jordan, Barnhardt, Gurley and Ridgill are participants in the Pension Plan. Upon the later of age 65 and the fifth anniversary of an employee's participation in the Pension Plan, and subject to certain limitations, the employee is entitled to receive monthly 1/12 of the sum of (i) his accrued benefits as of December 31, 1992 under the Omni or Security Bank Plans, if any; (ii) 2% of his "final average compensation" (as defined under the Pension Plan) for the first five years of credited service beginning on or after January 1, 1993; (iii) 1% of his "final average compensation" for his next 30 years of credited service, if any; and (iv) .65% of the excess of his "final average compensation" over the applicable Social Security Covered Compensation in effect at the beginning of the plan year in which the employee reaches age 65 multiplied by the employee's years of service (up to a maximum of 35 years). Social Security Covered Compensation consists of the average (without indexing) of the taxable wage bases in effect during the 35 year period ending with the last day of the calendar year in which the employee attains or will attain Social Security retirement age. Generally, early retirement, with reduced monthly benefits, is available at age 55 after five years of service. Accrued benefits under the Pension Plan, other than those accrued benefits under the Omni and Security Bank Plans which became vested upon the adoption of the Pension Plan, are 100% vested upon the completion of five years of service. However, the accrued benefits of an employee who becomes disabled prior to qualifying to receive monthly benefits upon normal or early retirement are vested, and the disabled employee is entitled to receive monthly benefits at a reduced rate or, in certain circumstances, a lump sum payment of the present value of his benefits.
The following table sets forth the estimated annual benefits payable under the Pension Plan, based upon payment of a term certain and life annuity to participants at normal retirement age, in the final average compensation and years of service classifications specified. Because the applicable Social Security Covered Compensation for purposes of the benefit formula depends upon the age of the participant, the estimated annual benefits payable are computed assuming the participant is age 65. The estimated benefits listed below are not subject to any deduction for Social Security or other offset amounts. As of December 31, 1994, final average compensation for purposes of computing benefits under the Pension Plan of the Corporation's executive officers named in the Summary Compensation Table were as follows: Mr. Jordan, $149,663; Mr. Barnhardt, $149,050; Mr. Gurley, $127,583; and Mr. Ridgill, $109,311. At age 65, Messrs. Jordan, Barnhardt, Gurley and Ridgill are expected to have completed nine, eight, twelve and 24 years, respectively, of service.
Employee Stock Ownership and Profit Sharing Plans. Prior to the Merger, Omni maintained an Employee Stock Ownership Plan (the "ESOP") for the benefit of employees of Omni and its subsidiaries, and Security Bank maintained a profit sharing plan for its employees (the "Profit Sharing Plan"). The ESOP was adopted and continued by the Corporation upon the 1992 Merger. The Corporation continues to make nominal contributions to the ESOP. The Profit Sharing Plan was continued through December 31, 1992, and a contribution was made to that Plan by Security Bank for the year then ended. The
Corporation established an Employees' Incentive Profit Sharing and Savings 401(k) Plan, effective January 1, 1993 (the "Incentive Plan"), for the benefit of its and its subsidiaries' employees. As of January 1, 1993, the Corporation and its subsidiaries began making contributions to the Incentive Plan.
Employees may participate in the Incentive Plan upon the later of the attainment of age 21 and one year of service. Subject to certain limitations, a participant may elect to defer from 2% to 10% of his total annual compensation (whether taken in cash or otherwise deferred by the employee). Also, subject to certain limitations, the employer of the participant contributes to the participant's Incentive Plan account an amount equal to one-half of the first 6% of total annual compensation deferred by the participant. The employer may also contribute annually to the trust maintained under the Incentive Plan for the benefit of the Incentive Plan accounts of all participants such "profit sharing" amount, within certain limitations, as the Board of Directors may deem advisable. Messrs. Jordan, Barnhardt, Gurley and Ridgill are participants under the Incentive Plan.
A participant is at all times fully vested in the accrued benefits attributable to compensation deferred by him under the Incentive Plan. He is vested in increments of 20% on each of the first through fifth anniversaries of his participation in the Incentive Plan, and remains fully vested after the fifth anniversary, in the accrued benefits attributable to employer matching contributions and profit sharing contributions made for the benefit of his accounts. Generally, upon a participant's retirement at age 65, he is entitled to receive his accrued benefits (all compensation deferred by the participant and employer contributions and profit sharing contributions attributable to his Incentive Plan accounts, plus or minus all income, losses, appreciation, depreciation and forfeitures, if applicable, attributed to such accounts) under the Incentive Plan in a lump sum or, at the request of the participant, in substantially equal quarterly or annual installments over a fixed period of time or by the purchase of a term certain, nontransferable annuity. Early retirement at age 55 and after five years of service is permitted under the Incentive Plan, with payment of accrued benefits under the methods described in the preceding sentence. Upon death or disability, a participant is fully vested in his accrued benefits, with payment of such benefits being made to the spouse, or other beneficiary, of the deceased participant or to the disabled participant under the above-described methods.
Executive Management Incentive Compensation Plan. In connection with the 1992 Merger, the Executive Management Incentive Compensation Plan (the "Management Incentive Plan") maintained by Omni was adopted and continued by the Corporation for eligible senior management officers of the Corporation and its operating subsidiaries. Pursuant to the Management Incentive Plan, participants are eligible to be paid annual incentive awards based on (i) the realization of certain financial goals by the Corporation and its financial institution subsidiaries, as established annually by the Chief Executive Officer and Compensation and Personnel Committee of the Board of Directors; and (ii) an evaluation of the participant's individual performance and management skills. In addition, in the discretion of the Compensation and Personnel Committee, other employees of the Corporation and its subsidiaries are eligible to participate in this Plan. Such participants are selected based on outstanding contribution to operational and strategic objectives of the Corporation. Participants are not entitled to receive an incentive award for a fiscal year in excess of 75% of their respective salaries. Incentive awards for a fiscal year are accrued as of that year and paid to the participants the following fiscal year.
Employment Agreements. David B. Jordan and Ralph A. Barnhardt each entered into an employment agreement with Omni effective December 19, 1988. These agreements were adopted and continued by the Corporation pursuant to the 1992 Merger. In addition, Mr. Jordan has an employment agreement with OMNIBANK, effective December 19, 1988, with a current base salary of $193,836 per annum, and Mr. Barnhardt has an employment contract with Citizens, effective December 19, 1988, with a current base salary of $128,685 per annum. Each of these agreements extend through the end of 1997.
Each of these employment agreements contains a covenant not to compete with the Corporation or its subsidiaries within any county in which the Corporation or its subsidiaries does business for the term of the agreement and for two years after termination of such agreement, except in the case of termination without cause, as defined therein, by the employer thereunder. All salaries under the employment agreements are subject to review and increase annually by the Boards of Directors of the respective employers.
The employment agreements of Messrs. Jordan and Barnhardt may be terminated for "cause" (as defined therein) by the employer thereunder or upon 60 days' notice by the employee. Each employment agreement provides that if the employee is terminated or the nature of his duties is diminished after a "change in control" (as defined therein) of the Corporation that has not been approved in advance by a two-thirds vote of all directors of the Corporation, or if the employee voluntarily terminates his employment upon certain changes in the employee's rights or duties after a change in control, whether or not approved by the directors of the Corporation (including a relocation requiring the employee to change his permanent residence), he will be entitled to receive his base salary for each year remaining under the agreement (which base salary shall automatically be increased 5% per annum) and annual bonuses for the remainder of the term of the agreement at least equal to 30% of his base salary. The employee also will continue to be eligible to participate in other benefit plans of the employer for the remainder of the term of the agreement. Finally, upon such a change in control that has not been so approved, the then remaining term of the agreement is automatically extended for a five-year period.
Mr. Gurley entered into five year employment agreements with the Corporation and Security Bank, effective July 1, 1992, at a current base salary of $167,568 per annum. Each of Mr. Gurley's agreements contains covenant not to compete, salary review and increase, and termination provisions which are the same as those contained in the employment agreements of Messrs. Jordan and Barnhardt; provided, however, that each of Mr. Gurley's agreements state that upon termination of the agreements by the employer, Mr. Gurley shall be entitled to receive the greater of (i) the compensation and benefits payable under the agreement for the remainder of its term; and (ii) the severance payment offered by the employer in its notice of termination.
In 1988, Mr. Ridgill entered into an employment agreement with OMNIBANK which provides that Mr. Ridgill's employment shall continue for a period of one year from the date that he receives notice of the termination of the agreement. The current base salary under this agreement is $105,000. The employment agreement contains a covenant not to compete with the Corporation (as the successor of Omni) or any of its subsidiaries within any county in which the Corporation or its subsidiaries does business for the term of the agreement and for one year thereafter, except in the case of termination without "cause," as defined therein, by OMNIBANK. Mr. Ridgill's salary under the agreement is subject to annual review by OMNIBANK's Board of Directors. Under the agreement, Mr. Ridgill is entitled to participate in the Management Incentive Plan at a specified rate, and also is entitled to participate in other management and employee benefit plans that the Corporation or OMNIBANK may from time to time adopt.
Deferred Compensation Agreements. Messrs. Jordan, Barnhardt and Gurley are each participants in the Corporation's Senior Management's Deferred Compensation Plan. Under this Plan, an eligible employee may elect to defer up to 40% of his annual "compensation" (as defined in the Plan). The amount deferred, together with an additional amount equal to the amount that would have been contributed to the employee's Incentive Plan account but for the employee's election to defer a portion of his "compensation," are credited to his Plan accounts, are conveyed to a trust created under the Plan by his employer and are deemed to earn income each quarter at the Average Yield. Generally, in the event that the actual earnings of the trust for a quarter are less than the Average Yield for that quarter, the creator of the trust contributes to the trust the difference between the actual earnings and the Average Yield. With regard to Messrs.
Jordan and Gurley, the Plan provides that the amounts credited to their Plan accounts are deemed to earn income each quarter at a rate equal to the average percentage yield for the second month of such quarter reported by Moody's Industrial News Reports for AAA-rated corporate bonds rather than at the Average Yield.
Upon an employee's retirement, total and permanent disability, death or other termination of employment, he is entitled to receive all amounts credited to his Plan accounts in monthly installments over a period of 10 or 15 years (depending upon the cause of the termination of employment). During this period, the unpaid balances remaining in the accounts continue to earn income as described above. In the event of a "change in control" (as defined in the Plan) of the Corporation, in certain circumstances participating employees would receive payment of all amounts credited to their Plan accounts in a lump sum.
Stock Option Plans. Prior to the 1992 Merger, Omni maintained the Option Plans. The Option Plans were adopted by the Corporation pursuant to the 1992 Merger, although no options currently are being granted under these Plans, and all options outstanding under the Option Plans to acquire Omni common stock were converted into options to acquire the Corporation's Common Stock.
Incentive Stock Option Plan. The Corporation has continued in effect Omni's 1988 Incentive Stock Option Plan (the "Incentive Stock Option Plan"), pursuant to which the Board of Directors may grant options to acquire Common Stock of the Corporation to a maximum of 35 key employees of the Corporation or its subsidiaries. Criteria to determine which key employees will be granted options under this Plan include the duties of the respective employees, their current and potential contributions to the success of the Corporation and its subsidiaries and the anticipated number of years of effective service remaining. Under the Plan, which is intended to qualify under the provisions of Section 422 of the Internal Revenue Code, the price at which shares subject to options may be purchased must be at least 100% (110% for 10% shareholders) of the fair market value of the Common Stock on the date of grant of the option. The options, which may be for terms of up to ten years (five years for 10% shareholders) are not transferable and, with certain exceptions relating to death, disability and retirement, are exercisable only while the optionee is employed by the Corporation or a subsidiary of the Corporation. No options have been granted under this Plan subsequent to the 1992 Merger.
Non-Qualified Option Plan. The Corporation also has continued in effect Omni's Directors' Non- Qualified Stock Option Plan (the "Non-Qualified Option Plan"), pursuant to which persons who were directors of Omni and certain of its subsidiaries and who were not employees of Omni or its subsidiaries could be granted options to purchase shares of Omni common stock. No director who received options under the Incentive Stock Option Plan or under the stock option plans of OMNIBANK (discussed below) was eligible to receive options under the Plan. Under this Plan, the price at which shares subject to option could be purchased was equal to the fair market value of such shares on the date of the grant of the option. The options, which are for terms of five years, are not transferable and, with certain exceptions relating to death or retirement, are exercisable only while the optionee is a director of the Corporation or one of its subsidiaries. No options have been granted under this Plan subsequent to the 1992 Merger.
OMNIBANK Option Plans. In addition, the Corporation has assumed the obligations of Omni to issue shares pursuant to the exercise of options previously granted by OMNIBANK under its 1988 Incentive Stock Option Plan (the "OMNIBANK Incentive Option Plan") and its Amended and Restated 1988 Directors' Non-Qualified Stock Option Plan (the "OMNIBANK Non-Qualified Option Plan"), both of which plans were maintained by OMNIBANK prior to OMNIBANK becoming a wholly-owned subsidiary of Omni in December 1988. The OMNIBANK Incentive Option Plan and the OMNIBANK Non-Qualified Option Plan are identical in all material respects to the Incentive Option Plan and the Non-
Qualified Option Plan, respectively. No more options may be granted under the OMNIBANK Incentive and Non-Qualified Option Plans.
1994 Omnibus Plan. Under the Omnibus Plan, the Plan Committee may grant eligible participants options to acquire shares of the Corporation s Common Stock, awards of rights to receive restricted shares of Common Stock, awards of long term incentive units (each equivalent in value to one shares of Common Stock), and/or awards of stock appreciation rights (each equivalent to the cash value of one share of Common Stock). These options and awards are referred to herein as the Rights. All Rights must be granted or awarded on or before April 28, 2004.
The Corporation initially has reserved 300,000 shares of Common Stock for issuance pursuant to Rights (as defined below) granted under the Omnibus Plan. In the event the outstanding shares of the Corporation's Common Stock are increased, decreased, changed into or exchanged for a different number or kind of securities as a result of a stock split, reverse stock split, stock dividend, recapitalization, merger, share exchange acquisition, or reclassification, appropriate proportionate adjustments will be made in (i) the aggregate number or kind of shares which may be issued pursuant to exercise of, or which underlie, Rights; (ii) the exercise or other purchase price, or base value, and the number and/or kind of shares acquirable under, or underlying, Rights; and (iii) rights and matters determined on a per share basis under the Omnibus Plan. Any such adjustment will be made by the Compensation and Personnel Committee of the Corporation's Board of Directors (the "Plan Committee"), subject to ratification by the full Board of Directors. No such adjustment will be required by reason of the issuance of Common Stock, or securities convertible into Common Stock, by the Corporation for cash or the issuance of shares of Common Stock by the Corporation in exchange for shares of the capital stock of any corporation, financial institution, or other organization acquired by the Corporation or a subsidiary thereof in connection therewith. The total number of shares of Common Stock as to which Rights may be granted may not exceed 300,000 shares, as such number of shares may be adjusted from time to time as set forth above. Any shares of Common Stock allocated to Rights granted under the Omnibus Plan, which Rights are subsequently canceled or forfeited, will be available for further allocation upon such cancellation or forfeiture.
Full time employees of the Corporation and its subsidiaries who are within designated job grade classifications under the Corporation's salary administration plan ("Eligible Employees") and who are designated as eligible participants by the Plan Committee may receive awards of Rights under the Omnibus Plan. Currently, all employees of the Corporation and its subsidiaries who are full time employees having a job grade classification of class 20 or higher, and otherwise meeting the eligibility requirements of the Omnibus Plan, are Eligible Employees.
At present, approximately twelve Eligible Employees, including Lloyd G. Gurley, the President and Chief Administrative Officer of the Corporation and a member of the Corporation's Board of Directors, have been designated as participants under the Omnibus Plan. Options to acquire a total of 71,000 shares of Common Stock have been granted to these twelve participants, with 30,000 Options being granted to Mr. Gurley.
The Omnibus Plan will terminate on April 27, 2004. Under its provisions, the Omnibus Plan may be amended, suspended or discontinued by the Board of Directors at any time and from time to time, subject to the following limitations (i) any action by the Board that would materially increase the maximum number of shares of Common Stock issuable pursuant to the Omnibus Plan (other than proportionate adjustments to reflect any increase, decrease or other change in the shares of Common Stock outstanding as a result of a stock split, stock dividend, recapitalization, merger, reclassification, or other similar transaction), materially increase the benefits accruing to participating employees or materially modify eligibility requirements for participation in the Omnibus Plan will require approval by the shareholders of
the Corporation; (ii) no action of the Board may cause Options granted under the Omnibus Plan that are ISOs not to comply with Section 422 of the Code unless the Board specifically declares such action to be made for that purpose; and (iii) any action by the Board that would alter or impair any Right previously granted to a participant under the Omnibus Plan requires the consent of the applicable participant.
Options for an aggregate of 71,000 shares of Common Stock are outstanding under the Omnibus Plan as follows: 67,000 shares at an exercise price of $13.625 per share expiring on January 27, 2004 and 4,000 shares at an exercise price of $15.375 per share expiring on October 20, 2004. Subject to the terms and conditions set forth in the Omnibus Plan and the applicable Option Agreements, the Options expiring on April 28, 2004 may be exercised in four equal annual installments beginning on April 28, 1996 and ending April 28, 1999, and all such options must be exercised, if at all, on or before January 27, 2004; and the options expiring on October 20, 2004 may be exercised in four equal annual installments beginning on October 21, 1995 and ending October 21, 1998, and all such options must be exercised, if at all, on or before October 20, 2004.
Comparisons of Cumulative Total Shareholder Return. The graph set forth below compares the Corporation's cumulative total shareholder return for the five year period beginning January 1, 1990 and ending December 31, 1994 to the cumulative total shareholder return during such period of the CRSP Total Return Index For The Nasdaq Stock Market (U.S. Companies) and of the CRSP Total Return Index for Nasdaq Bank Stocks, in each case assuming reinvestment of all dividends paid by the Corporation and the companies in the applicable Index.
Comparison of Five Year-Cumulative Total Returns Performance Graph for Security Capital Bancorp
Prepared by the Center for Research in Security Prices Produced on 02/21/95 including data to 12/30/94
(Performance Graph appears here. The plot points are listed below.)
Report on Compensation and Personnel Committee on Executive Compensation. The Compensation and Personnel Committee of the Corporation's Board of Directors reviews and makes recommendations to the full Board regarding approval of the Corporation's compensation programs, including its salary administration plan, the types and amounts of compensation paid and proposed to be paid to the Corporation's executive officers, and related matters. The goals of the Compensation and Personnel Committee are to create compensation packages for executives and other officers which will attract and retain in the Corporation's employment persons of outstanding ability, and to provide executives and other key employees of the Corporation and its subsidiaries greater incentive to make material contributions to the success of the Corporation, to its shareholders, and to the services it provides to its customers.
The Committee has developed guidelines for its reviews of executive compensation. Among the factors identified in these guidelines are various measures of the Corporation's financial and stock market performance, the executive compensation levels of comparable companies ("peer companies"), analyses of the job performances of the Corporation's executive officers, and similar matters. The compensation of the Corporation's executive officers identified in the Summary Compensation Table has been reviewed and found to be reasonable in view of the Corporation's performance, as compared with the compensation of executives in similarly situated positions at peer companies, and under the guidelines developed by the Committee.
Compensation of Chief Executive Officer. Mr. Jordan is the Vice-Chairman and Chief Executive Officer of the Corporation and the President and Chief Executive Officer of OMNIBANK. Mr. Jordan's compensation for 1994 was established by the Corporation's Board of Directors, taking into consideration the Committee's guidelines and recommendation, based primarily upon the terms of his employment agreements with the Corporation and OMNIBANK, the compensation levels of chief executive officers of peer companies, the compensation levels of other senior executive officers of the Corporation, the Corporation's general financial performance in the year ended December 31, 1993, the Corporation's general financial performance in 1993 compared to peer companies, his banking experience and expertise, his performance of his responsibilities during 1993, the increased responsibilities undertaken by him as a result of the 1992 Merger, and the analyses of the Compensation Committee's independent compensation adviser. Mr. Jordan's compensation for 1995 will be established under these same procedures, guidelines and analyses.
In connection with the 1992 Merger, the Corporation and Omni agreed that the employment agreements and other compensation contracts of the Corporation and Omni, and their respective subsidiaries, with their employees prior to the 1992 Merger would be honored by the Corporation after the 1992 Merger in accordance with their terms, subject to such post-1992 Merger modifications to stock option plans, pension and profit sharing plans, and similar plans as the Corporation's Board deemed appropriate.
The directors composing the Compensation and Personnel Committee and making this report are Messrs. Brown, Lampert, Loeblein and Wagoner. Messrs. Barnhardt (Ralph A.), Gurley, Jordan and Smith are ex officio members of the Committee.
Compensation and Personnel Committee Interlocks and Insider Participation. Messrs. Barnhardt, Gurley and Jordan are ex officio members of the Compensation and Personnel Committee, and are the Presidents and Chief Executive Officers of Citizens, Security Bank and OMNIBANK, respectively. Messrs. Gurley and Jordan are senior executive officers, and Mr. Barnhardt is the Vice-Chairman, of the Corporation. As ex officio members of the Committee, these directors participate in Committee discussions
but do not vote on any Committee actions. Moreover, they do not participate in and are not present during Committee deliberations upon senior executive compensation matters.
ITEM 12
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table below sets forth as of March 3, 1995 the number of shares of the Corporation's Common Stock beneficially owned by each director of the Corporation and each executive officer of the Corporation named in the Summary Compensation Table set forth above. Also shown in each instance is information as to the beneficial ownership of all of the directors and the Corporation's executive officers (named in the Summary Compensation Table) as a group. All such information is based on reports made to the Corporation by the persons listed.
_______________ * Less than 1%
(1) Includes 800 shares held by a company Mr. Barnhardt controls and 4,806 shares held by his spouse. (2) Other than shares allocated to such person's individual accounts, does not include shares held by the Corporations Employee Stock Ownership Plan (the "ESOP") or the Incentive Plan. Such person serves as a Trustee and as a member of the Administrative Committee of the ESOP. All shares held by the ESOP have been allocated to the ESOP participants. Shares are voted in accordance with the participants instructions. At March 1, 1994, the ESOP held 467,348 shares and the Incentive Plan held 12,866 shares. (3) Includes 84,375 shares that Mr. Barnhardt has the right to purchase pursuant to currently exercisable stock options granted under one or more of the Corporation's Stock Option Plans (the "Option Plans"), 3,688 shares jointly owned by Mr. Barnhardt and his spouse, 2,653 owned by Mr. Barnhardt's spouse, 486 shares owned by his children, 37,540 shares allocated to his ESOP accounts, and 224 shares allocated to his Incentive Plan accounts.
(4) Includes 22,862 shares held by Mr. Gaye's spouse and 2,126 shares held by a corporation which he controls.
(5) Includes 2,000 shares held by Mr. Gurley's spouse and 218 shares allocated to his Incentive Plan accounts. Does not include 30,000 shares obtainable under options not currently exercisable.
(6) Includes 75,500 shares that Mr. Jordan has the right to purchase pursuant to currently exercisable stock options granted under one or more of the Option Plans, 5,000 shares held by his spouse, 40,081 shares allocated to his ESOP accounts, and 210 shares allocated to his Incentive Plan accounts.
(7) Includes 6,334 shares held by Mr. Kluttz as custodian for a minor child.
(8) Includes 1,237 shares owned by Mr. Lampert's spouse and 2,700 shares held in a trust of which he is co-trustee.
(9) Includes 7,078 shares over which Mr. Loeblein has shared voting and investment power.
(10) Includes 24,000 shares held by Mr. McCoy's spouse. Mr. McCoy disclaims any beneficial interest in such shares.
(11) Includes 2,396 shares owned by Mr. Mowery's spouse.
(12) Includes 25,018 shares held by Mr. Rutledge's spouse.
(13) Includes 517 shares held in a trust of which Mr. Short is a co-trustee.
(14) Includes 5,257 shares held by Mr. Smith's spouse.
(15) Includes 6,750 shares over which Mr. Stanback has voting power and 99,115 shares with respect to which he has a power-of-attorney. Mr. Stanback shares voting power over, but disclaims beneficial ownership of, 122,652 shares. Also includes 3,375 shares held by Mr. Stanback's spouse, but in which he disclaims any beneficial interest.
(16) Includes 7,727 shares held by Mr. Stegall's spouse.
(17) Includes 3,999 shares held by a corporation of which Mr. Wagoner is the sole shareholder and 675 shares held by him as a custodian for minor children.
(18) Includes 7,088 shares that Mr. Williamson has the right to purchase under an Options Plan.
(19) Includes 30,937 shares that Mr. Ridgill has the right to purchase pursuant to currently exercisable options granted under one or more of the Option Plans, 9,540 shares allocated to his ESOP accounts, and 175 shares allocated to his Incentive Plan accounts.
As of March 3, 1995, no shareholder was known to the Corporation to the beneficial owner of more than five percent (5%) of the Common Stock of the Corporation.
ITEM 13
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Corporation's directors, officers and principal shareholders, and persons associated with them, have been customers of, and have had banking transactions with, subsidiaries of the Corporation and are expected to continue such relationships in the future. All such transactions were in the ordinary course of business, and were on substantially the same terms, including interest rates and collateral requirements, as those prevailing at the time for comparable transactions with other persons and, in the opinion of management, do not involve more than the normal risk of collectibility or present other unfavorable features; provided, however, that prior to May 1, 1989, Citizens had a policy of extending favorable interest rates on mortgages and consumer loans to non-employee directors and officers of Citizens. Relevant loans by Citizens are set forth below:
____________________ (1) Weighted average as of December 31, 1994 (2) Mortgage loan secured by residential property.
The aggregate amount of all extensions of credit to all directors and executive officers of the Corporation as a group (including their affiliates) as of December 31, 1994 was approximately $1.6 million, which amount constituted approximately 1.32% of the shareholders' equity in the Corporation as of that date.
PART IV
ITEM 14
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) Financial Statements
The following consolidated financial statements of the Corporation are included in the Annual Report and are incorporated herein by reference:
Independent Auditors' Report Exhibit 13, page 28
Consolidated Balance Sheets - December 31, 1994 and 1993 Exhibit 13, page 7
Consolidated Statements of Income - Years ended December 31, 1994, 1993 and 1992 Exhibit 13, page 8
Consolidated Statements of Stockholders' Equity - Years ended December 31, 1994, 1993 and 1992 Exhibit 13, page 9
Consolidated Statements of Cash Flows - Years ended December 31, 1994, 1993 and 1992 Exhibit 13, page 10
Notes to Consolidated Financial Statements Exhibit 13, pages 11-27
(2) Financial Statement Schedules All financial statement schedules are omitted because the required information is either not applicable, is immaterial, or is included in the consolidated financial statements of the Corporation and notes thereto.
(b) Reports on Form 8-K The Corporation filed reports on Form 8-K during the quarter ended December 31, 1994 as follows:
(i) a Form 8-K was filed on November 8, 1994 concerning the public announcement of the execution of an Agreement of Combination by the Corporation and CCB Financial Corporation ("CCB") pursuant to which the Corporation will merge with CCB; and
(ii) a Form 8-K was filed on December 5, 1994 concerning the Corporation's acquisition of First Federal Savings and Loan Association of Charlotte ("First Federal") and including therein:
(A) The audited consolidated financial statements of First Federal as of December 31, 1993 and 1992, for the year ended December 31, 1993 and for the six-month periods ended December 31, 1992 and June 30, 1992;
(B) The unaudited interim consolidated financial statements of First Federal as of June 30, 1994 and for the six-month periods ended June 30, 1994 and 1993; and
(C) The pro forma combined condensed statements of income of the Corporation for the nine-month period ended September 30, 1994 and the year ended December 31, 1994.
(c) Exhibits A listing of the exhibits to this Report on Form 10-K is set forth on the Exhibit Index which immediately precedes such exhibits and is incorporated herein by reference.
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.
SECURITY CAPITAL BANCORP
By: /s/ David B. Jordan David B. Jordan Vice-Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated: