SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934.
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2)
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant toss.240.14a-12
GRANDSOUTH BANCORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee Required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
4) Proposed maximum aggregate value of transaction:
5) Total fee paid
Fee paid previously with preliminary materials
Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:_______________________________________________
2) Form, Schedule or Registration Statement No.:_________________________
3) Filing Party:_________________________________________________________
4) Date Filed:___________________________________________________________
Preliminary Copy
Preliminary Copy
GRANDSOUTH BANCORPORATION
381 Halton Road
Greenville, South Carolina 29607
Dear Shareholder:
You are cordially invited to attend the Special Meeting of Shareholders
of GrandSouth Bancorporation to be held at 5:00 p.m. EST, on ____________, 2009,
at GrandSouth Bank, 381 Halton Road, Greenville, South Carolina 29607.
At this important meeting, you will be asked to consider the following
matters:
1. Reclassification of Stock. To amend our Articles of Incorporation to
reclassify certain of our shares of existing common stock into Series A
Preferred Stock for the purpose of discontinuing the registration of our common
stock under the Securities Exchange Act of 1934, as amended (the "Exchange
Act").
2. Adjournment. To approve adjournment of the special meeting, if
necessary, to solicit additional proxies in the event there are insufficient
votes present at the Special Meeting, in person or by proxy, to approve the
amendment.
3. Other Business. To transact such other business as may properly come
before the Special Meeting or any adjournment of the Special Meeting.
If our shareholders approve the proposal to amend our Articles of
Incorporation to reclassify our common stock, shares of our existing common
stock held by shareholders who own less than 2,001 shares of record will be
reclassified into shares of Series A Preferred Stock. The reclassification will
be made on the basis of one share of Series A Preferred Stock for each share of
common stock held. The purpose of amending our Articles to reclassify our common
stock is to discontinue the registration of our common stock under the Exchange
Act so that we will no longer be a "public" company.
If our shareholders approve the proposal at the Special Meeting, the
reclassification of our common stock will affect you as follows:
If, on the effective date, you
are a record shareholder with Effect
--------------------------------- -------------------------------------------
2,001 or more shares of common You will continue to hold the same number
stock of shares of common stock.
Less than 2,001 shares of You will no longer hold shares of common
common stock stock, but rather, will hold a number of
shares of Series A Preferred Stock equal to
the same number of shares of common stock
that you held before the reclassification.
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The primary effect of this transaction will be to reduce our total
number of record holders of common stock to below 300. As a result, we will
terminate the registration of our common stock under federal securities laws,
suspend our public reporting obligations under the Exchange Act, and will no
longer be considered a "public" company. This transaction is known as a "Rule
13e-3 going private transaction" under the Exchange Act.
Dissenters' rights are available to you under South Carolina law if you
do not vote in favor of the proposed amendment to our Articles of Incorporation
and you elect to dissent. If you comply with the statutory requirements to
perfect your dissenters' rights, you will be entitled to receive the "fair
value" of your shares. A copy of Chapter 13 of the South Carolina Business
Corporation Act is attached as Appendix B to the enclosed Proxy Statement. You
must strictly comply with the requirements of Chapter 13 in order to exercise
your dissenters' rights. Please read Chapter 13 and the section entitled "-
Dissenters' Rights" beginning on page ___ of the Proxy Statement in their
entirety for complete disclosure about your dissenters' rights. We have not yet
determined the amount of cash we will offer our shareholders who exercise their
Preliminary Copy
dissenters rights. We plan to determine "fair value" by using a variety of
methods, including a multiple of earnings, the asset value, and the trade price
for recent trades of our common stock. Our Board may also choose to rely on
independent third parties to determine the "fair value" of our shares.
We are proposing the amendment and reclassification because our Board
of Directors has concluded, after careful consideration, that the direct and
indirect costs associated with being a reporting company with the Securities and
Exchange Commission ("SEC") outweigh any of the advantages. OUR BOARD RECOMMENDS
THAT YOU VOTE "FOR" THE AMENDMENT TO OUR ARTICLES OF INCORPORATION. THE PROPOSED
AMENDMENT WILL NOT BE ADOPTED UNLESS IT IS APPROVED. We encourage you to read
carefully the Proxy Statement and attached appendices.
Your vote is very important. Whether or not you plan to attend the Special
Meeting, please complete, date, sign and return your proxy (or such other
document as your broker instructs you to use if your shares are held in "street
name") promptly in the enclosed envelope, which requires no postage if mailed in
the United States. If you attend the Special Meeting and are a shareholder of
record, you may vote in person if you wish, even if you have previously returned
your proxy.
On behalf of our Board of Directors, I would like to express our
appreciation for your continued loyal support of our Company.
Sincerely,
Ronald K. Earnest
President
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved the amendment to our Articles of
Incorporation or the reclassification of our common stock, passed upon the
merits or fairness of the amendment to our Articles of Incorporation or the
reclassification of our common stock or passed upon the adequacy or accuracy of
the disclosure in this document. Any representation to the contrary is a
criminal offense.
This Proxy Statement is dated ___________, 2009, and is first being
mailed to shareholders on or about ___________, 2009.
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Preliminary Copy
GRANDSOUTH BANCORPORATION
381 Halton Road
Greenville, South Carolina 29607
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON ____________, 2009
Notice is hereby given that a Special Meeting of Shareholders of
GrandSouth Bancorporation will be held at 5:00 p.m. EST, on ____________, 2009,
at GrandSouth Bank, 381 Halton Road, Greenville, South Carolina 29607, for the
following purposes:
1. Reclassification of Stock. To amend our Articles of Incorporation to
reclassify certain of our shares of existing common stock into Series A
Preferred Stock for the purpose of discontinuing the registration of our common
stock under the Securities Exchange Act of 1934, as amended (the "Exchange
Act").
2. Adjournment. To approve adjournment of the special meeting, if
necessary, to solicit additional proxies in the event there are insufficient
votes present at the Special Meeting, in person or by proxy, to approve the
amendment.
3. Other Business. To transact such other business as may properly come
before the Special Meeting or any adjournment of the Special Meeting.
Only shareholders of record at the close of business on _________, 2009
are entitled to notice of and to vote at the Special Meeting of Shareholders and
any adjournment or postponement of the Special Meeting of Shareholders.
Shareholders are or may be entitled to assert dissenters' rights under
Chapter 13 of Title 33 of the Code of Laws of South Carolina, 1976, as amended.
Chapter 13 is attached as Appendix B to the accompanying Proxy Statement. Please
read Chapter 13 and the section entitled "- Dissenters' Rights" beginning on
page __ of the Proxy Statement for a discussion of the availability of
dissenters' rights and the procedures required to be followed to assert
dissenters' rights in connection with the amendment to our Articles of
Incorporation.
You are cordially invited and urged to attend the Special Meeting in
person. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING IN PERSON, PLEASE
COMPLETE, DATE, SIGN AND PROMPTLY RETURN THE ENCLOSED PROXY (OR SUCH OTHER
DOCUMENT AS YOUR BROKER INSTRUCTS YOU TO USE IF YOUR SHARES ARE HELD IN "STREET
NAME") IN THE ACCOMPANYING PRE-ADDRESSED POSTAGE-PAID ENVELOPE. If you need
assistance in completing your proxy, please call the Company at (864)770-1000.
If you are the record owner of your shares and attend the special meeting and
desire to revoke your proxy and vote in person, you may do so. In any event, a
proxy may be revoked by the record owner of shares at any time before it is
exercised by giving notice of revocation to our President, or by returning a
properly executed proxy with a later date at or before the meeting. If your
shares are held in "street name" by your broker, you must follow the
instructions you will receive from your broker to change or revoke your proxy.
We do not know of any other matters to be presented at the Special
Meeting, but if other matters are properly presented, the persons named as proxy
agents will vote on such matters in their discretion.
THE COMPANY'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE
"FOR" THE PROPOSAL TO AMEND OUR ARTICLES OF INCORPORATION PRESENTED ABOVE AND
ALSO RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE PROPOSAL TO AUTHORIZE
ADJOURNMENT OF THE MEETING.
By order of the Board of Directors
Ronald K. Earnest
President
Preliminary Copy
GRANDSOUTH BANCORPORATION
381 Halton Road
Greenville, South Carolina 29607
PROXY STATEMENT
For the Special Meeting of Shareholders
To Be Held on ____________, 2009
(864) 770-1000
The Board of Directors of GrandSouth Bancorporation ("GrandSouth
Bancorporation" or the "Company") is furnishing this Proxy Statement in
connection with its solicitation of proxies for use at a Special Meeting of
Shareholders. At the meeting, shareholders will be asked to vote on a proposed
amendment to our Articles of Incorporation to reclassify certain shares of the
Company's common stock into Series A Preferred Stock (the amendment to our
Articles of Incorporation is referred to as the "Amendment"). We refer to the
transaction that will be effected by the implementation of the Amendment as the
"Reclassification."
The Reclassification is designed to reduce the number of GrandSouth
Bancorporation common shareholders of record to below 300, which will allow us
to terminate the registration of our common stock under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and suspend our public reporting
obligations under the Exchange Act. The Board has determined that it is in the
best interests of the Company and our shareholders to effect the
Reclassification because the Company will realize significant cost savings as a
result of the suspension of our reporting obligations under the Exchange Act and
the elimination of the requirement under the Sarbanes-Oxley Act that we obtain
an attestation and report from our independent auditors on the effectiveness of
our internal control over financial reporting. The Board believes these cost
savings and the other benefits of deregistration described in this Proxy
Statement outweigh the loss of the benefits of registration to our shareholders,
such as a reduction in publicly available information about the Company and the
elimination of certain corporate safeguards required by the Sarbanes-Oxley Act
and related regulations.
Only shares of Series A Preferred Stock will be issued in connection
with the Reclassification. All shares of GrandSouth Bancorporation common stock
that are not reclassified will remain outstanding. Shareholders who receive
Series A Preferred Stock (i) will not receive any cash for their shares of
common stock, and (ii) will lose voting rights on any matter other than a change
in control of GrandSouth Bancorporation, and will also lose the benefits of
registration under the Exchange Act.
This Proxy Statement provides you with detailed information about the
proposed Reclassification. We encourage you to read this entire document and the
appendices carefully.
The Board of Directors has determined that the Reclassification is fair
to GrandSouth Bancorporation's unaffiliated shareholders, and has approved the
Articles of Amendment to our Articles of Incorporation, which are attached to
this Proxy Statement as Appendix A. The Reclassification cannot be completed,
however, unless the proposed Amendment is approved by the affirmative vote of
two-thirds of the votes entitled to be cast on the proposed Amendment. The
current directors and executive officers of GrandSouth Bancorporation own
approximately 32.2% of the outstanding shares, and if they exercise all of their
vested options, they would own 36.6% of the outstanding shares. The directors
and executive officers have indicated that they intend to vote their shares in
favor of the proposed Amendment.
Neither the Securities and Exchange Commission (the "SEC") nor any
state securities commission has approved or disapproved any of the proposed
Amendments, the Reclassification or the transactions contemplated thereby or has
determined if this Proxy Statement is truthful or complete. The SEC has not
passed upon the fairness or merits of the proposed Amendments, Reclassification
or the transactions contemplated thereby, nor upon the accuracy or adequacy of
the information contained in this Proxy Statement. Any representation to the
contrary is a criminal offense.
The date of this Proxy Statement is ___________, 2009. We first began
mailing this Proxy Statement to the shareholders of GrandSouth Bancorporation on
or about ___________, 2009.
TABLE OF CONTENTS
Page No.
CAUTIONARY NOTICE WITH RESPECT TO FORWARD-LOOKING STATEMENTS..................................................iii
IMPORTANT NOTICES...............................................................................................1
QUESTIONS AND ANSWERS ABOUT, AND SUMMARY TERMS OF, THE RECLASSIFICATION AND THE SPECIAL MEETING.................1
SPECIAL FACTORS................................................................................................12
Overview of the Amendments to Our Articles of Incorporation and the Reclassification........................12
Purpose and Structure of the Reclassification...............................................................13
Reasons for the Reclassification; Fairness of the Reclassification; Board Recommendation....................16
Our Position as to the Fairness of the Reclassification.....................................................19
Plans or Proposals..........................................................................................29
Record and Beneficial Ownership of Common Stock.............................................................29
Interests of Certain Persons in the Reclassification........................................................30
Financing of the Reclassification...........................................................................31
Material Federal Income Tax Consequences of the Reclassification............................................31
Regulatory Requirements.....................................................................................37
Accounting Treatment........................................................................................38
Fees and Expenses...........................................................................................38
INFORMATION ABOUT THE SPECIAL MEETING OF SHAREHOLDERS..........................................................38
PROPOSAL NO. 1: APPROVAL OF THE RECLASSIFICATION OF SHARES....................................................41
PROPOSAL NO. 2: TO AUTHORIZE ADJOURNMENT TO SOLICIT ADDITIONAL PROXIES.........................................42
DESCRIPTION OF CAPITAL STOCK...................................................................................43
Common Stock................................................................................................43
Preferred Stock.............................................................................................44
Series A Preferred Stock....................................................................................46
Transactions Involving Our Securities.......................................................................48
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.................................................................48
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA................................................................49
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION.........................................................50
MARKET PRICE OF GRANDSOUTH BANCORPORATION COMMON STOCK AND DIVIDEND INFORMATION................................53
INFORMATION ABOUT GRANDSOUTH AND ITS AFFILIATES................................................................54
Overview....................................................................................................54
Directors and Executive Officers............................................................................54
Stock Ownership by Affiliates...............................................................................55
OTHER MATTERS..................................................................................................57
Reports, Opinions, Appraisals and Negotiations..............................................................57
Where You Can Find More Information.........................................................................57
Information Incorporated by Reference.......................................................................57
APPENDIX A -- ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION
OF GRANDSOUTH BANCORPORATION A-1
APPENDIX B -- SOUTH CAROLINA DISSENTERS' RIGHTS LAW, S. C. CODE OF LAWS
ANN. ss. 33-13-101, ET. SEQ B-1
APPENDIX C - INFORMATION INCORPORATED BY REFERENCE C-1
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CAUTIONARY NOTICE WITH RESPECT TO FORWARD-LOOKING STATEMENTS
This Proxy Statement contains "forward-looking statements" within the
meaning of the securities laws. All statements that are not historical facts are
statements that could be "forward-looking statements." You can identify these
forward-looking statements through the use of words such as "may," "will,"
"should," "could," "would," "expect," "anticipate," "assume," "indicate,"
"contemplate," "seek," "plan," "predict," "target," "potential," "believe,"
"intend," "estimate," "project," "continue," or other similar words.
Forward-looking statements include, but are not limited to, statements regarding
the Company's future business prospects, revenues, working capital, liquidity,
capital needs, interest costs, income, business operations and proposed
services.
These forward-looking statements are based on current expectations,
estimates and projections about the banking industry, management's beliefs, and
assumptions made by management. Such information includes, without limitation,
discussions as to estimates, expectations, beliefs, plans, strategies, and
objectives concerning future financial and operating performance. These
statements are not guarantees of future performance and are subject to risks,
uncertainties and assumptions that are difficult to predict. Therefore, actual
results may differ materially from those expressed or forecasted in such
forward-looking statements. The risks and uncertainties include, but are not
limited to:
o future economic and business conditions;
o lack of sustained growth and disruptions in the economies of the
Company's market areas;
o government monetary and fiscal policies;
o the effects of changes in interest rates on the levels,
composition and costs of deposits, loan demand, and the values of
loan collateral, securities, and interest sensitive assets and
liabilities;
o the effects of competition from a wide variety of local,
regional, national and other providers of financial, investment,
and insurance services, as well as competitors that offer banking
products and services by mail, telephone, computer and/or the
Internet;
o credit risks;
o higher than anticipated levels of defaults on loans;
o perceptions by depositors about the safety of their deposits;
o capital adequacy;
o the failure of assumptions underlying the establishment of the
allowance for loan losses and other estimates, including the
value of collateral securing loans;
o ability to weather the current economic downturn;
o loss of consumer or investor confidence;
o availability of liquidity sources;
o the risks of opening new offices, including, without limitation,
the related costs and time of building customer relationships and
integrating operations as part of these endeavors and the failure
to achieve expected gains, revenue growth and/or expense savings
from such endeavors;
o changes in laws and regulations, including tax, banking and
securities laws and regulations;
o changes in accounting policies, rules and practices;
o changes in technology or products may be more difficult or
costly, or less effective, than anticipated;
o the effects of war or other conflicts, acts of terrorism or other
catastrophic events that may affect general economic conditions
and economic confidence; and
o other factors and information described in this report and in any
of the other reports that we file with the Securities and
Exchange Commission under the Securities Exchange Act of 1934.
All forward-looking statements are expressly qualified in their
entirety by this cautionary notice. The Company has no obligation, and does not
undertake, to update, revise or correct any of the forward-looking statements
after the date of this Proxy Statement. The Company has expressed its
expectations, beliefs and projections in good faith and believes they have a
reasonable basis. However, there is no assurance that these expectations,
beliefs or projections will result or be achieved or accomplished.
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IMPORTANT NOTICES
Our common stock and our Series A Preferred Stock are not deposits or
bank accounts and are not insured by the Federal Deposit Insurance Corporation
(the "FDIC") or any other governmental agency.
We have not authorized any person to give any information or to make
any representations other than the information and statements included in this
Proxy Statement. You should not rely on any other information. The information
contained in this Proxy Statement is correct only as of the date of this Proxy
Statement, regardless of the date it is delivered or the date the
Reclassification is effected.
We will update this Proxy Statement to reflect any factors or events
arising after its date that individually or together represent a material change
in the information included in this document.
The words "we," "our," and "us," as used in this Proxy Statement, refer
to GrandSouth Bancorporation and its wholly-owned subsidiary, GrandSouth Bank,
collectively, unless the context indicates otherwise. We sometimes refer to
GrandSouth Bank as "the Bank."
QUESTIONS AND ANSWERS ABOUT, AND SUMMARY TERMS OF,
THE RECLASSIFICATION AND THE SPECIAL MEETING
Q: Why did you send me this Proxy Statement?
A: We sent you this Proxy Statement and the enclosed proxy card because
our Board of Directors is soliciting your votes for use at our Special
Meeting of Shareholders.
This Proxy Statement includes all of the information that is required
and necessary in order for you to cast an informed vote. You do not
need to attend the meeting to vote your shares. Instead, you may
simply complete, sign and return the enclosed proxy card, or such
other document as your broker instructs you to use if your shares are
held in "street name."
We first sent this Proxy Statement, notice of the Special Meeting and
the enclosed proxy card on or about ___________, 2009 to all
shareholders entitled to vote. On that date, there were 3,573,695
shares of our common stock outstanding. Shareholders are entitled to
one vote for each share of common stock held as of the record date.
Q: What is the time and place of the Special Meeting?
A: The Special Meeting will be held at 5:00 p.m. EST, on ____________,
2009, at GrandSouth Bank, 381 Halton Road, Greenville, South Carolina
29607.
Q: Who may be present at the Special Meeting and who may vote?
A: All holders of our common stock may attend the Special Meeting in
person. However, only holders of our common stock of record as of
_________, 2009, may cast their votes in person or by proxy at the
Special Meeting.
Q: What items will be voted upon at the Special Meeting?
A: You will be voting upon the following matters:
1. Reclassification of Stock. To amend our Articles of Incorporation
to reclassify certain of our shares of existing common stock into
Series A Preferred Stock for the purpose of discontinuing the
registration of our common stock under the Exchange Act.
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2. Adjournment. To approve adjournment of the special meeting, if
necessary, to solicit additional proxies in the event there are
insufficient votes present at the Special Meeting, in person or
by proxy, to approve the amendment.
3. Other Business. To transact such other business as may properly
come before the Special Meeting or any adjournment of the Special
Meeting.
The Board of Directors knows of no other business to be presented
at the Special Meeting. If any matters other than those set forth
above are properly brought before the Special Meeting, the individuals
named in your proxy card may vote your shares in accordance with their
best judgment.
Q: Will I have appraisal or dissenters' rights in connection with the
Reclassification?
A: Yes. Under South Carolina law, which governs the adoption of the
Amendment, you have the right to demand the fair value of your shares
if: (i) the Company completes the Reclassification, (ii) you do not
vote in favor of the proposed Amendment, and (iii) you comply with all
procedural requirements of South Carolina law, the relevant sections
of which are attached to this Proxy Statement as Appendix B. Failure
to precisely follow these requirements will result in the loss of your
dissenters' rights.
In order to receive cash through the exercise of your dissenters'
rights, you must not vote in favor of the Amendment, and, before the
vote is taken, you must deliver to us a written notice of your intent
to demand payment for your shares if the Amendment becomes effective.
A vote in favor of the Amendment will constitute a waiver of your
dissenters' rights. Additionally, voting against the Amendment,
without compliance with the other requirements, including sending us
notice of your intent to dissent prior to the Special Meeting, will
not perfect your dissenters' rights. Your rights are described in more
detail in Appendix B, and in the section entitled "- Dissenters'
Rights" beginning on page ___.
If dissenters' rights are exercised for a substantial number of
shares, our Board of Directors may decide not to proceed with the
Reclassification.
Q: Have you determined the "fair value" of the common stock?
A: No, not yet. However, we plan to estimate the "fair value" of our
shares of common stock using a variety of methods, including a
multiple of earnings, the asset value of the stock, and trade prices
for recent sales of our common stock. Our Board may also choose to
rely on independent third parties to determine the "fair value" for
our shares, as well as trends and valuation factors in the banking
industry generally.
Q: What should I do now?
A: After you have carefully read this proxy statement and the appendices,
please indicate on the enclosed proxy card, or such other document as
your broker instructs you to use if your shares are held in "street
name," how you want to vote, and sign and mail it in the enclosed
envelope as soon as possible so that your shares will be represented
at the meeting.
Q: What happens if I was a shareholder of record on the record date and I sign
and send in a proxy card, but do not indicate how I want to vote?
A: If you were a shareholder of record on the record date and you sign
and send in a proxy card, but do not indicate how you want to vote,
your proxy will be voted "FOR" the proposal to amend our Articles of
Incorporation, and "FOR" the proposal to authorize adjournment.
Q: If my shares are held in "street name" by my broker, will my broker vote my
shares for me?
A: Your broker will vote your shares on the Amendment only if you provide
instructions on how to vote. You should instruct your broker how to
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vote your shares following the directions your broker provides. If you
do not provide instructions to your broker, your shares will not be
voted on the Amendment, which will have the same effect as a vote
against the Amendment.
Q: Why is my vote important?
A: Because the Amendment must be approved by the affirmative vote of
two-thirds of the outstanding shares entitled to vote at the Special
Meeting, if you fail to vote on the Amendment (or fail to instruct
your broker how to vote if your shares are held in street name), or
abstain it will have the same effect as a vote against the Amendment.
Q: Can I change my vote after I have submitted my proxy?
A: Yes. If you are a record shareholder, there are three ways you can
change your vote. First, you may send a written notice to our
President, or such other person to whom you submitted your proxy,
stating that you would like to revoke your proxy. Second, you may
complete and submit a later dated proxy with new voting instructions.
The latest proxy we actually receive prior to the Special Meeting will
be your vote. Any earlier proxies will be revoked. Third, you may
attend the shareholders' meeting and vote in person. Any earlier
proxies will be revoked. Simply attending the meeting without voting,
however, will not revoke your proxy.
If you have instructed a broker or other nominee to vote your shares,
you must follow the directions you will receive from your broker or
other nominee to change or revoke your proxy.
Once the vote has been taken at the meeting, you may not change your
vote.
Q: If I return my proxy, can I still attend the Special Meeting?
A: You are encouraged to mark, sign and date the enclosed form of proxy,
or such other documents as your broker instructs you to use if your
shares are held in "street name," and return it promptly in the
enclosed postage-paid envelope, so that your shares will be
represented at the Special Meeting. However, returning a proxy does
not affect your right to attend the Special Meeting and vote your
shares in person if you are a record shareholder.
Q How many votes are required?
A: If a quorum is present at the Special Meeting, the Amendment to our
Articles of Incorporation to reclassify our common stock will require
the affirmative vote of two-thirds of our outstanding common stock, or
at least 2,382,463 shares. Because approval of the Amendment requires
the affirmative vote of two-thirds of the shares of our outstanding
common stock, abstentions will have the same effect as a "NO" vote. If
a broker indicates that it does not have discretionary authority as to
certain shares to vote on a particular matter, such shares will not be
considered as present and entitled to vote with respect to such
matter. Broker non-votes will also have the same effect as a "NO" vote
for the Amendment.
Our directors and executive officers, who hold approximately 32.2% of
the shares of our outstanding common stock have indicated that they
currently intend to vote in favor of the Amendment, though they are
not obligated to do so.
Q What constitutes a "quorum" for the meeting?
A: A majority of the outstanding shares of our common stock, present or
represented by proxy, constitutes a quorum. We need 1,786,848 shares
of our common stock, present or represented by proxy, to have a
quorum. A quorum is necessary to conduct business at the annual
meeting. You are part of the quorum if you have voted by proxy.
Abstentions will be treated as present for purposes of determining a
quorum, but as unvoted shares for purposes of determining the approval
of any matter submitted to the shareholders for a vote.
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Q: What is the proposed Reclassification?
A: We are proposing an Amendment to our Articles of Incorporation to
reclassify shares of common stock held by holders of record of less
than 2,001 shares of common stock into shares of Series A Preferred
Stock on the basis of one share of Series A Preferred Stock for each
share of common stock held by such shareholders.
Q: What is the purpose of the proposed Reclassification?
A: The purpose of the Reclassification is to allow us to suspend our
SEC-reporting obligations (referred to as "going private") by reducing
the number of our record shareholders of common stock to less than 300
and by having fewer than 500 record shareholders of our Series A
Preferred Stock. This will allow us to terminate the registration of
our common stock under the Exchange Act, not require us to register
our preferred stock under the Exchange Act, suspend our reporting
obligations under the Exchange Act, and relieve us of the costs
typically associated with the preparation and filing of public reports
and other documents.
Q: What will be the effects of the Reclassification?
A: The Reclassification is a "going private transaction" for GrandSouth
Bancorporation, meaning it will allow us to deregister with the SEC
and to suspend our reporting obligations under federal securities
laws. As a result of the Reclassification, among other things:
o the number of our record shareholders holding shares of common
stock will be reduced from approximately 550 to approximately 149;
o the number of outstanding shares of our common stock will decrease
approximately 8.12% from 3,573,695 shares to approximately
3,283,507 shares;
o the number of outstanding shares of our Series A Preferred Stock
will increase from 0 shares to approximately 290,188 shares held
by approximately 401 shareholders;
o because of the reduction of our total number of record
shareholders of common stock to less than 300 and because the
total number of record shareholders of the Series A Preferred
Stock will be less than 500 for each class, we will be allowed to
suspend our reporting obligations with the SEC;
o all of our shareholders, including those shareholders receiving
shares of Series A Preferred Stock, will continue to have an
equity interest in GrandSouth Bancorporation and therefore will
still be entitled to participate in any future value received as a
result of a sale of GrandSouth Bancorporation, if any;
o all of our shareholders, both affiliated and unaffiliated, who
continue to own common stock will have relatively increased voting
control over the Company because the number of outstanding shares
of common stock will be reduced; and
o all of our shareholders, both affiliated and unaffiliated, who
receive Series A Preferred Stock will lose their voting rights
(except on any change of control or otherwise as required by law),
but will have a dividend preference such that no dividend will be
awarded to the common shareholders unless a dividend of 105% of
the dividend to be paid on common stock is awarded to the
shareholders receiving Series A Preferred Stock. Because all of
our affiliates own at least 2,001 shares of common stock, we do
not anticipate that any affiliate will receive Series A Preferred
Stock.
For a further description of how the Reclassification will affect you,
please see "- Effects of the Reclassification on Shareholders of
GrandSouth Bancorporation" beginning on page ___.
4
Q: What does it mean for GrandSouth Bancorporation and our shareholders that
GrandSouth Bancorporation will no longer be a public company and subject to
federal securities laws reporting obligations?
A: We will no longer be required to file reports with the SEC, including
annual, quarterly and periodic reports. This will greatly reduce the
amount of information that is publicly available about the Company and
will eliminate certain corporate governance safeguards resulting from
the Sarbanes-Oxley Act, such as the requirements for an audited report
on our internal controls and for our Chief Executive Officer and Chief
Financial Officer to certify as to the accuracy of our disclosures,
and disclosure requirements relating to our audit committee
composition, code of ethics and director nomination process. We do,
however, intend to send shareholders an annual report that will be
somewhat less detailed than the report we have historically sent.
Additionally, shortly after the effective date of the
Reclassification, our executive officers, directors and other
affiliates will no longer be subject to many of the reporting
requirements and restrictions of the Exchange Act, including the
reporting and short-swing profit provisions of Section 16, and
information about their compensation and stock ownership will not be
publicly available. Because our stock has not historically been
publicly traded on an exchange, we believe that the liquidity of the
stock you hold in the Company will not be reduced; all of our stock
may continue to be traded in privately negotiated transactions and on
the Over-the-Counter Bulletin Board.
Q: Will GrandSouth Bancorporation be subject to regulatory controls if
GrandSouth Bancorporation is no longer subject to SEC reporting
obligations?
A: Although our obligations to report under the federal securities laws
will be suspended, the Company will nevertheless remain subject to a
variety of internal and external regulatory controls. In addition to
our on-going internal audit controls and procedures, we will also
continue to be subject to an external audit by our independent
accountants, as well as to regulatory controls and review by the
Federal Reserve System, the Federal Deposit Insurance Corporation and
the South Carolina State Board of Financial Institutions.
Q: Why are you proposing the Reclassification?
A: Our reasons for the Reclassification are based on:
o the administrative burden and expense of making our periodic
filings with the SEC;
o increasing costs of compliance with the SEC reporting obligations
as a result of the Sarbanes-Oxley Act and increasing regulations;
o the Reclassification allowing us to suspend our reporting
obligations with the SEC, while still allowing those shareholders
receiving shares of Series A Preferred Stock to retain an equity
interest in the Company at the same value per share as holders of
common stock in the event of any sale of the Company;
o the already low trading volume of our common stock and the
resulting lack of an active market for our shareholders;
o the fact that a going-private transaction could be structured in
such a manner that all shareholders would still retain an equity
interest in the Company, and would not be forced out by means of
a cash reverse stock split or other transaction; and
o the estimated expense of a going private transaction relative to
the anticipated cost savings from the Reclassification.
We considered that some of our shareholders may prefer that we
continue as an SEC-reporting company, which is a factor weighing
against the Reclassification. However, we believe that the
disadvantages and costs of continuing our reporting obligations with
the SEC outweigh any advantages associated with doing so. See "-
Reasons for the Reclassification; Fairness of the Reclassification;
Board Recommendation" beginning on page ___.
5
Based on a careful review of the facts and circumstances relating to
the Reclassification, each member of our Board of Directors believes
that the terms and provisions of the Reclassification are
substantively and procedurally fair to our shareholders as a whole, as
well as each group of our unaffiliated shareholders, which includes
our unaffiliated shareholders who will retain their shares of common
stock, as well as our unaffiliated shareholders who will receive
shares of our Series A Preferred Stock. Our Board of Directors
unanimously approved the Reclassification.
In the course of determining that the Reclassification is fair to, and
is in the best interests of, our shareholders, including both
shareholders who will continue to hold shares of common stock as well
as those shareholders whose shares of common stock will be
reclassified into shares of Series A Preferred Stock, our Board
considered a number of positive and negative factors affecting these
groups of shareholders. To review the reasons for the Reclassification
in greater detail, please see "- Reasons for the Reclassification;
Fairness of the Reclassification; Board Recommendation" beginning on
page ___.
Q: What is the recommendation of our Board of Directors regarding the proposal
to amend our Articles of Incorporation?
A: Our Board of Directors has determined that the Reclassification is in
the best interests of our shareholders. Our Board of Directors has
unanimously approved the Reclassification and recommends that you vote
"FOR" approval of the Amendment at the Special Meeting. All of the
members of our Board of Directors as well as our Chief Financial
Officer, John B. Garrett, who is not on the Board, intend to vote in
favor of the Amendment. Each of the members of the Board of Directors
are affiliates of the Company deemed to be "filing persons" for
purposes of this Proxy Statement. None of our directors currently
intends to sell any of the shares of our stock he owns.
Q: Do your directors and officers have different interests in the
Reclassification?
A: Possibly. You should be aware that our directors and executive
officers have interests in the Reclassification that may present
actual or potential, or the appearance of actual or potential,
conflicts of interest.
We expect that all of our directors and executive officers will own
2,001 or more shares of common stock at the effective time of the
Reclassification, and will therefore continue as holders of common
stock if the Reclassification is approved. In addition, because there
will be fewer outstanding shares of common stock, these directors and
executive officers will own a larger relative percentage of the common
stock on a post-transaction basis, which will continue to have nearly
exclusive voting control over the Company as compared to the holders
of Series A Preferred Stock who will only be entitled to vote upon any
merger, share exchange, sale of substantially all of the assets or
liquidation of the Company and will have no other voting rights except
as may be required by law. As of the record date, our directors and
executive officers collectively beneficially held 1,152,128 shares, or
32.2% of our outstanding common stock, and 1,307,096 shares, or 36.6%
of our common stock, including exercisable options. Based upon our
estimates, taking into account the effect of the Reclassification on
our outstanding shares of common stock as described above, the
directors and executive officers will beneficially hold 39.8% of our
common stock (including exercisable stock options) after the
Reclassification. This represents a potential conflict of interest
because our directors approved the Reclassification and are
recommending that you approve it. Despite this potential conflict of
interest, our Board believes the proposed Reclassification is fair to
all shareholders for the reasons discussed in this Proxy Statement.
Q: Has the Company obtained any reports, opinions or appraisals from an
outside party relating to the fairness of the consideration being offered
to the shareholders?
A: Neither the Board of Directors nor the officers have received or
solicited any reports, opinions or appraisals from any outside party
relating to the fairness of the consideration being received by our
shareholders. Moreover, we did not consider the liquidation value of
our assets, the current or historical market price of our shares, our
net book value, or going concern value to be material to our decision
to recommend the Reclassification since our shareholders are not being
"cashed out" in connection with the Reclassification and the shares of
the Series A preferred stock afford the holders of those shares to
6
participate equally with the holders of the common stock in any
subsequent sale of the Company.
Q: What will I receive in the Reclassification?
If approved at the Special Meeting, the transaction will affect you as
follows:
If, on the effective date, you
are a record shareholder with Effect
--------------------------------- -------------------------------------------
2,001 or more shares of common You will continue to hold the same number
stock of shares of common stock.
Less than 2,001 shares of You will no longer hold shares of common
common stock stock, but rather, will hold a number of
shares of Series A Preferred Stock equal to
the same number of shares of common stock
that you held before the Reclassification.
|
Q: What are the terms of the Series A Preferred Stock?
A: The following table sets forth the principal differences between our
common stock before and after the Reclassification and the Series A
Preferred Stock:
Common Stock (Prior to Common Stock Series A
Reclassification) (Post Reclassification) Preferred Stock
--------------------------- ------------------------ -----------------------------------
Voting Rights Entitled to vote on all Entitled to vote on Entitled to vote only on any
matters for which all matters for which merger, share exchange, sale of
stockholder approval is stockholder approval substantially all our assets,
required under South is required under voluntary dissolution, or as
Carolina law South Carolina law required by law
Dividends If and when declared by If and when declared 5% premium on any dividends paid
our Board of Directors, by our Board of on our common stock, subject to
subject to the Bank's Directors, subject to the Bank's ability to pay a
ability to pay a dividend the Bank's ability to dividend which may be subject to
which may be subject to pay a dividend which contractual, regulatory and
contractual, regulatory may be subject to statutory limitations
and statutory limitations contractual,
regulatory and
statutory limitations
Liquidation Rights Entitled to distribution Entitled to Entitled to distribution of all
of all assets after the distribution of all assets after the payment of all
payment of all assets after the obligations and the distribution
obligations and the payment of all of $1,000 plus any accrued
distribution of $1,000 obligations and the dividends for each outstanding
plus any accrued distribution of $1,000 share of our Series T and Series
dividends for each plus any accrued W Preferred Stock on same basis
outstanding share of our dividends for each as holders of our common stock
Series T and Series W outstanding share of
Preferred Stock our Series T and
Series W Preferred
Stock on same basis as
holders of our Series
A Preferred Stock
Conversion Rights Not applicable Not applicable Automatically converted into
common stock on a one-for-one
basis upon a change in control of
the Company
Preemptive Rights None None None
|
7
For a complete description of the terms of the common stock, Series A
Preferred Stock, and the Series T and Series W Preferred Stock, please
refer to "Description of Capital Stock" beginning on page ___. Our
ability to pay dividends on our common stock is restricted if we have
not paid scheduled dividends on our Series T and Series W Preferred
Stock or interest payments on our junior subordinated debentures. Our
ability to pay dividends is also dependent upon the Company's
cash-on-hand and cash dividends that we receive from our subsidiary,
GrandSouth Bank. The Company currently has sufficient cash-on-hand to
pay dividends to shareholders for ten quarters, based upon the current
dividend amount. A dividend payment by the Bank to the Company, as
well as by the Company to its shareholders, is subject to the
discretion of the Board of Directors of each entity. In each of 2008
and 2007, the Company paid cash dividends of $.08 per common share,
and has paid dividends of $.04 per common share to date in 2009. The
dividend policy of the Company as well as the Bank is subject to the
discretion of their respective Boards of Directors and depends upon a
number of factors, including earnings, financial condition, cash needs
and general business conditions, as well as applicable regulatory
considerations, and the terms of our Series T and Series W Preferred
Stock and junior subordinated debentures. South Carolina banking
regulations restrict the amount of cash dividends that can be paid to
the Company by the Bank, and all of the Bank's cash dividends to the
Company are subject to the prior approval of the South Carolina
Commissioner of Banking.
Q: Why is 2,001 shares the "cutoff" number for determining which shareholders
will receive Series A Preferred Stock and which shareholders will remain as
common stock shareholders?
A: The purpose of the Reclassification is to reduce the number of our
record shareholders of our common stock to fewer than 300 and to have
under 500 record shareholders of our Series A Preferred Stock, which
will allow us to de-register as an SEC-reporting company. Our Board
selected 2,001 shares as the "cutoff" number in order to enhance the
probability that after the Reclassification, if approved, we will
continue to have fewer than 300 record shareholders of our common
stock and have fewer than 500 record shareholders of our Series A
Preferred Stock.
Q: May I acquire additional shares in order to remain a holder of common
stock?
A: Yes. The key date for acquiring additional shares is the effective
date of the reclassification. So long as you are able to acquire a
sufficient number of shares so that you are the record owner of 2,001
or more shares by that date, you will retain your shares of common
stock in the Reclassification. Due to the limited market for our
common stock, however, it may be difficult for you to acquire the
requisite number of shares of our common stock to avoid
reclassification.
Q: What is the "effective date" of the Reclassification?
A: If the Amendment to our Articles of Incorporation is approved by our
shareholders at the Special Meeting, and if we determine that going
forward with the Reclassification continues to be in the best
interests of our Company and our shareholders, we will file the
Articles of Amendment to our Articles of Incorporation attached to
this Proxy Statement with the South Carolina Secretary of State. The
Reclassification will become effective at the time of this filing. We
do not know precisely the date when we would make this filing, but it
could be as early as the date of the Special Meeting. Accordingly,
shareholders who want to acquire additional shares of our common stock
to be at or above the 2,001 share threshold on the effective date, or
who want to dispose of shares to be below the 2,001 share threshold on
the effective date, should act far enough in advance of the Special
Meeting so that any such transaction is completed by the close of
business on the date of the Special Meeting.
8
Q: Who is a "record holder" or "holder of record" of stock for purposes of
determining how I may be affected by the Reclassification?
A: Because SEC rules require that we count "record holders" for purposes
of determining our reporting obligations, the Reclassification is
based on shares held of record without regard to the ultimate control
of the shares. A shareholder "of record" is the shareholder whose name
is listed on the front of the stock certificate, regardless of who
ultimately has the power to vote or sell the shares. For example, if a
shareholder holds separate certificates (i) individually, (ii) as a
joint tenant with someone else, (iii) as trustee or custodian, and
(iv) in an IRA, those four certificates represent shares held by four
different record holders, even if a single shareholder controls the
voting or disposition of those shares.
As a result, a single shareholder with 2,001 or more shares held in
various accounts could receive Series A Preferred Stock in the
Reclassification for all of his or her shares depending on the number
of shares held in each of those accounts. To avoid this, the
shareholder may either consolidate his or her ownership into a single
form of ownership, or acquire additional shares prior to the effective
date of the Reclassification. Additionally, a shareholder who holds
fewer than 2,001 shares of common stock in street name may be
unaffected by the Reclassification if the broker holds an aggregate of
2,001 or more shares because the broker is the record holder.
Q: What does it mean if my shares are held in "street name"?
A: If you acquired or have transferred your shares of common stock
through or into a brokerage or custodial account, you are not shown on
our shareholder records as a record holder of these shares. Instead,
each brokerage firm or custodian typically holds all shares of our
common stock that its clients have deposited with it through a single
nominee. This method of ownership of stock is commonly referred to as
being held in "street name."
Q: What if I hold my shares in "street name"?
A: The Reclassification is being effected at the record shareholder
level. This means that we will look at the number of shares registered
in the name of a single record holder on the effective date to
determine if that holder will be receiving shares of Series A
Preferred Stock. It is important that you understand how shares that
are held by you in "street name" will be treated for purposes of the
Reclassification described in this Proxy Statement. If that single
nominee is the record shareholder for 2,001 or more shares, then all
of the stock registered in that nominee's name will be completely
unaffected by the Reclassification. Because the Reclassification only
affects record shareholders, it does not matter whether any of the
underlying beneficial owners for whom that nominee acts own less than
2,001 shares. At the end of this transaction, these beneficial owners
will continue to beneficially own the same number of shares of our
common stock as they did at the start of this transaction, even if the
number of shares they own is less than 2,001.
If you hold your shares in "street name," you should talk to your
broker, nominee or agent to determine how they expect the
Reclassification to affect you. Because other "street name" holders
who hold through your broker, agent or nominee may adjust their
holdings prior to the Reclassification, you may have no way of knowing
whether you will be receiving shares of Series A Preferred Stock in
the Reclassification until it is completed.
Q: When is the Reclassification expected to be completed?
A: If the proposed Reclassification is approved at the Special Meeting,
we expect to complete such Reclassification as soon as practicable
following the Special Meeting. Although South Carolina law allows our
Board to abandon the Reclassification after shareholder approval but
prior to filing the amendment to our Articles of Incorporation with
the South Carolina Secretary of State, we have no plans to do so
unless there are excessive numbers of shares exercising dissenters'
rights or the effect of the Reclassification would not result in the
anticipated number of shareholders for each class that would permit
deregistration without a substantial risk of being later required to
reregister.
9
Q: What if the proposed Reclassification is not completed?
A: If the Reclassification is not completed, whether due to a failure to
be approved by our shareholders or a decision by our Board to abandon
it, we will continue our current operations, and we will continue to
be subject to the reporting requirements of the SEC.
Q: What will happen if the Company gains additional security holders requiring
SEC registration?
A: We are currently subject to the reporting obligations under Section
13(a) of the Exchange Act, which requires us to file proxy statements
and periodic reports with the SEC, because our common stock is
registered under Section 12 of the Exchange Act. Registration is
required under Section 12 because we have more than 500 holders of
record of our common stock. In addition, because we have filed a
registration statement under the Securities Act of 1933 with respect
to shares issued under our 1998 Stock Option Plan, we are subject to
reporting obligations under Section 15(d) of the Exchange Act. If the
shareholders approve the proposals to amend our Articles of
Incorporation and to reclassify our common stock, our common stock
will be held by less than 300 shareholders of record which will permit
us to suspend our reporting obligations.
If the Reclassification is completed, we intend to then file a Form 15
and terminate the registration of our common stock and the obligation
to file Section 13(a) periodic reports arising under Section 12(g);
however, our periodic reporting obligations arising under Section
15(d) of the Exchange Act cannot be terminated, but can only be
suspended. Therefore, if our shareholders of record for the common
stock ever rise above 300 as of the last day of any fiscal year, then
we will again be responsible for making filings in compliance with
Section 15(d). This would require us to file periodic reports going
forward and an annual report for the preceding fiscal year. If the
holders of record for any class of our securities, such as the common
stock or the Series A Preferred Stock, ever exceeds 500, then we will
again become fully regulated under additional disclosure provisions of
the Exchange Act.
Q: If the Reclassification is approved, will the Company continue to have its
financial statements audited and will shareholders receive information on
the Company?
A: Yes to both questions. Even if we terminate our registration with the
SEC, we will continue to have our financial statements audited. We are
also required by the South Carolina Business Corporation Act to
prepare and distribute annual reports to our shareholders. We may also
provide additional information to our shareholders, including
information updating our financial performance and any other news
affecting the Company, such as new offices, economic updates or new
product offerings. If we terminate our registration, however, we will
no longer be required to file reports with the SEC, including annual,
quarterly and periodic reports. This will greatly reduce the amount of
information that is publicly available about the Company and will
eliminate certain corporate governance safeguards resulting from the
Sarbanes-Oxley Act.
Q: What are the federal tax consequences of the Reclassification?
A: We believe that the Reclassification, if effectuated, will have the
following federal income tax consequences:
o the Reclassification should result in no material federal income
tax consequences to GrandSouth Bancorporation;
o shareholders continuing to hold common stock will not recognize
any gain or loss in the Reclassification;
o shareholders exercising dissenters' rights and receiving cash
will generally be treated as having a gain or loss from the sale
or exchange of their shares unless their interests in GrandSouth
Bancorporation are not meaningfully reduced; and
o shareholders receiving Series A Preferred Stock for their shares
of common stock should not recognize any gain or loss in the
Reclassification, their basis in the Series A Preferred Stock
will equal the basis in their shares of common stock, and their
holding period for shares of Series A Preferred Stock will
10
include the holding period during which their shares of common
stock were held; and
o we expect that the proceeds from a subsequent sale of the Series
A Preferred Stock will be treated as capital gain or loss to most
shareholders. However, the Series A Preferred Stock could be
considered Section 306 stock as defined under the Internal
Revenue Code, and in that case the proceeds from a subsequent
sale of Series A Preferred Stock (i) will be treated as ordinary
income (dividend income) to the extent that the fair market value
of the stock sold, on the date distributed to the shareholder,
would have been a dividend to such shareholder had the company
distributed cash in lieu of stock; (ii) any excess of the amount
received over the amount treated as ordinary income plus the cost
basis of the stock will be treated as a capital gain; and (iii)
no loss, if any, will be recognized. Under current tax law, if
proceeds are treated as dividend income, such proceeds will be
taxed at the same rates that apply to net capital gains (i.e., 5%
and 15%). The current tax law provision in which dividends are
taxed at net capital gain rates will not apply for tax years
beginning after December 31, 2010. Unless any intervening tax
legislation is enacted, ordinary income tax rates will be
applicable for dividend income beginning January 1, 2011.
Further information about federal tax consequences of the
Reclassification is set forth under the caption "Material Federal
Income Tax Consequences of the Reclassification."
Because determining the tax consequences of the Reclassification can
be complicated and depends on your particular tax circumstances, you
should consult your own tax advisor to understand fully how the
Reclassification will affect you.
Q: Should I send in my stock certificates now?
A: No. If you own in record name fewer than 2,001 shares of common
stock of record at the close of business on the effective date of
the Reclassification, we will send you written instructions for
exchanging your stock certificates for shares of Series A
Preferred Stock. If you own in record name 2,001 or more shares
of our common stock, you will continue to hold the same number
and class of shares after the Reclassification as you did before
the Reclassification.
Q: How are you financing the Reclassification?
A: We estimate that the total fees and expenses relating to the
Reclassification will be approximately $100,000. This amount will
be higher to the extent that shareholders exercise dissenters'
rights. We believe that we have sufficient cash-on-hand to pay
these costs. In the event that additional funds are needed, we
intend to pay these transaction amounts through dividends paid to
us by our subsidiary GrandSouth Bank. Although our subsidiary
Bank may only pay dividends to the Company in an amount not
exceeding its current year's net earnings without regulatory
approval, we do not believe that this limitation will inhibit the
ability of our subsidiary to continue to pay dividends. In
structuring the terms of the transaction in a manner that shares
of common stock are not "cashed out" in the transaction but,
rather, are converted into shares of Series A Preferred Stock,
our Board believes that it has attempted to balance the interests
of reducing our expenses in transitioning to a non-SEC reporting
company while at the same time affording all shareholders the
opportunity to retain an equity ownership interest in the
company.
Q: Who pays for the solicitation of proxies?
A: This Proxy Statement is being furnished in connection with the
solicitation of proxies by our Board of Directors. We will pay
the cost of preparing, printing and mailing material in
connection with this solicitation of proxies. In addition to
being solicited through the mails, proxies may be solicited
personally or by telephone, facsimile, electronic mail, or
telegraph by officers, directors, and employees of GrandSouth
Bancorporation who will receive no additional compensation for
such activities. Arrangements will also be made with brokerage
houses and other custodians, nominees, and fiduciaries to forward
solicitation materials to the beneficial owners of shares held of
record by such persons. Such brokerage houses and other
custodians, nominees, and fiduciaries will be reimbursed for
their reasonable expenses incurred in such connection. We have
11
not retained any outside party to assist in the solicitation of
proxies.
Q: Where can I find more information about GrandSouth Bancorporation?
A: We currently file periodic reports and other information with the
SEC. You may read and copy this information at the SEC's public
reference facilities. Please call the SEC at 1-800-SEC-0330 for
information about these facilities. This information is also
available at the Internet site maintained by the SEC at
http://www.sec.gov. For a more detailed description of the
information available, please see "- Where You Can Find More
Information" on page ___.
Q: Who can help answer my questions?
A: After reading this Proxy Statement, if you have questions about
the Reclassification, or any other matter to be voted upon at the
Special Meeting, or need assistance in voting your shares, you
should contact Ronald K. Earnest at (864) 770-1000.
SPECIAL FACTORS
Overview of the Amendment to Our Articles of Incorporation and the
Reclassification
This Proxy Statement is being furnished in connection with the
solicitation of proxies by our Board of Directors at a Special Meeting at which
our shareholders will be asked to consider and vote on a proposed Amendment to
our Articles of Incorporation. If approved and filed with the South Carolina
Secretary of State, the Amendment will provide for the reclassification of
shares of our common stock held by shareholders who own less than 2,001 shares
into shares of Series A Preferred Stock. The Reclassification will be made on
the basis of one share of Series A Preferred Stock as described above for each
share of common stock held.
Record shareholders holding 2,001 or more shares of common stock at the
close of business on the effective date of the Reclassification will hold the
same number of shares of common stock following the Reclassification and record
holders of less than 2,001 shares of common stock will hold the same number of
shares of Series A Preferred Stock as the number of shares of common stock they
held before the Reclassification, and will no longer hold common stock in the
Company. We intend, immediately following the Reclassification, to terminate the
registration of our shares of common stock and suspend our reporting obligations
under the Exchange Act.
If approved by our shareholders at the Special Meeting and implemented
by our Board of Directors, the Reclassification will generally affect our
shareholders as follows:
IF, ON THE EFFECTIVE DATE OF THE
RECLASSIFICATION, YOU ARE A RECORD
SHAREHOLDER WITH AFTER THE RECLASSIFICATION
---------------------------------------- --------------------------------------
2,001 or more shares You will continue to own your shares
of common stock, but your shares may
no longer be eligible for public
trading. Our shares have not
historically been listed on an
exchange and we do not anticipate an
active trading market for our shares
would have developed. Sales may
continue to be made in privately
negotiated transactions.
Less than 2,001 shares You will no longer hold shares of our
common stock common stock. Rather, you will hold a
number of shares of Series A Preferred
Stock equal to the same number of
shares of that you held before the
Reclassification. It is not
anticipated that an active trading
market for these shares will develop.
Sales may be made in privately
negotiated transactions or through
brokers in the over-the-counter
market.
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12
Common stock held in "street name" The Reclassification will be effected
at the record shareholder level.
through a nominee (such as a bank or
Therefore, regardless of the number of
beneficial holders or the broker)
number of shares held by each
beneficial holder, shares held in
"street name" will be subject to the
Reclassification based on the
aggregate number of shares held in the
name of the broker or custodian.
Consequently, even if you beneficially
own only 200 shares of common stock
but they are held in street name by a
broker which is the holder of 2,001 or
more shares of common stock prior to
|
the Reclassification, you will
continue to beneficially own 200
shares of common stock after the
Reclassification. You should check
with your broker to determine the
number of shares that the broker holds
of record.
The effects of the Reclassification on each group of shareholders are
described more fully below under "- Effects of the Reclassification on
Shareholders of GrandSouth Bancorporation" beginning on page __ and the effects
on the Company are described more fully below under "- Effects of the
Reclassification on GrandSouth Bancorporation" beginning on page ___.
Purpose and Structure of the Reclassification
The purposes of the Reclassification are to:
o reduce the number of holders of record of our common stock to
under 300, which will suspend our SEC reporting requirements
thereby achieving significant cost savings;
o allow all of our shareholders to retain an equity interest in the
Company; and
o allow our management to refocus time and money spent on
SEC-reporting obligations to our business operations and growth.
For further background on the reasons for undertaking the
Reclassification at this time, see "- Background of the Reclassification"
beginning on page ___ and "- Reasons for the Reclassification; Fairness of the
Reclassification; Board Recommendation" beginning on page ___.
Background of the Reclassification
We became an SEC reporting company in 2000. As an SEC reporting
company, we are required to prepare and file with the SEC, among other items,
the following:
o Annual Reports on Form 10-K;
o Quarterly Reports on Form 10-Q;
o Proxy Statements and related materials as required by Regulation
14A under the Securities Exchange Act;
o Current Reports on Form 8-K; and
o On-going reports regarding stock transfers by affiliates and
insiders.
In addition to the administrative burden on management required to
prepare these reports, the costs associated with these reports and other filing
obligations comprise a significant corporate overhead expense. These costs
include securities counsel fees, auditor fees, costs of printing and mailing
shareholder documents, and other miscellaneous costs associated with filing
periodic reports with the SEC. Administrative burdens include the time spent
preparing the periodic reports and monitoring compliance with Section 16 of the
Exchange Act, including preparing forms relating to such compliance. These
13
registration and reporting related costs have been increasing over the years,
and we believe they will continue to increase, particularly as a result of the
additional reporting and disclosure obligations imposed on SEC-reporting
companies by the Sarbanes-Oxley Act of 2002. While we have complied with these
requirements and believe they are generally beneficial to our shareholders, the
compliance costs have steadily increased without a corresponding increase in
benefit.
As the implementation of the requirements of Section 404 of the
Sarbanes-Oxley Act of 2002 began to develop, the Company's officers began to
realize that satisfying those requirements would be very costly. At the same
time, they became aware that a number of smaller bank holding companies were
"going private" in order to reduce overhead costs. Through informal contacts
with other community bankers, the Company's officers came to recognize that
going private could be a viable alternative for the Company.
In the fall of 2007, the Company's officers contacted the Company's
counsel, Haynsworth Sinkler Boyd, P.A., and discussed with counsel what would be
required for the Company to go private and how long the process might take. The
discussion included the various types of transactions (all of which are
discussed in detail below) that could be used to go private, the need to reduce
the number of record owners of common stock to less than 300 and to keep the
record owners of any other class of equity securities below 500, the impact of
such a transaction on the Company's capital, the required filings and
shareholder approval, and approximate time and cost of completing such a
transaction.
In first quarter of 2008, the Company's officers reviewed with the
Company's board of directors the possibility of the Company's going private and
recommended that the Company move forward with a proposal to engage in a
recapitalization that would result in the Company's having two classes of stock.
Upon approval of the concept, the officers requested that counsel begin to
prepare the necessary documents and identify the specific decisions that would
need to be made in order to submit a proposal to the shareholders for approval.
In the second and third quarters of 2008, the officers of the Company
and the Company's counsel reviewed similar transactions by other community bank
holding companies in the Southeast, and identified transaction characteristics
that appeared consistent with the Company's goals as well as being compatible
with the interests of the Company's shareholders. In the summer of 2008, the
officers presented a proposed structure to the board of directors for their
consideration, and received the board's approval and authorization to finalize
the terms of a proposal and proceed with required filings.
During the third and fourth quarters of 2008, the now familiar crisis
hit the financial industry with full force. Although the effect on the Company
was minor at first, by October 2008, it was apparent to the officers of the
Company that the desirability of raising additional capital was a much higher
priority than achieving the cost savings of going private.
On October 14, 2008, the United States Department of the Treasury
announced its Capital Purchase Program pursuant to which it would purchase
preferred stock from healthy bank holding companies under the authorization of
the Emergency Economic Stabilization Act of 2008. Although Treasury's
announcement did not provide all of the details of the program, the officers of
the Company believed that it would be in the best interest of the Company to
focus on positioning it to participate in the Capital Purchase Program and on
increasing the Company's capital. Accordingly, going private was put on hold to
be reconsidered, if possible, after the capital situation had been resolved.
In order to be able to issue preferred stock and participate in the
Capital Purchase Program, it was necessary for the Company's shareholders to
approve an amendment to the Company's Articles of Incorporation to authorize a
class of preferred stock. The necessary amendment was approved by the
shareholders at a special meeting, and, in January 2009, the Company sold 9,450
shares of Series T and Series W Preferred Stock to the Department of the
Treasury.
Subsequent to the sale of the preferred stock to the Department of the
Treasury, the officers of the Company consulted counsel to determine whether it
would be possible for the Company to go private while preferred stock was held
by the Department of the Treasury. It was determined that the Company could go
private, but that it would be appropriate to request that the Department of the
Treasury concur that the Company's agreement with the Department of the Treasury
would not preclude any net reduction of capital of $200,000 or less as a result
14
of payments to any dissenting shareholders in connection with the transaction.
The Company received the Department of Treasury's consent to such a transaction
in July, 2009.
On September 16, 2009, the officers of the Company presented a renewed
proposal to go private to the board of directors and recommended that the board
approve the proposal and the filing of a Schedule 13E-3 and a preliminary proxy
statement with the SEC. The Board approved the recommendation.
Our Board has reviewed various alternative structures for going
private. Specifically, the following alternatives were discussed:
(1) An Issuer Tender Offer. This would require an offer by the
Company to the shareholders to voluntarily sell their stock back to the Company.
It was noted that due to the fact that the Company had in excess of 560 holders
of record, it would be necessary to purchase all of the shares of approximately
300 holders of record in order to reduce the number of shareholders below 300
and suspend the Company's reporting obligations. The Board was concerned with
the unpredictable results of a tender offer due to its voluntary nature,
including the inability to reasonably estimate the costs of purchasing the
shares which could vary substantially, depending upon which shareholders
tendered their stock for purchase. The Board further took note of the Company's
need to conserve capital under the current economic conditions. Accordingly,
this alternative was rejected based upon the large number of shareholders
(approximately 300) that would need to be eliminated, the uncertainty of
reaching the required number of shareholders necessary to suspend registration,
and the inability to estimate the anticipated cost of an issuer tender offer,
which could be prohibitively high, and which would reduce the Company's capital.
(2) A Reverse Stock Split. Under this scenario, the number of
outstanding shareholders would be reduced through a "reverse split" of the
shares. For example, a shareholder would receive one share of "post split stock"
in exchange for each 2,001 shares of "pre-split stock." In the example, all
shareholders with fewer than 2,001 shares would receive cash in lieu of stock.
This alternative, however, has several problems. These included likely having to
purchase the fractional shares for cash, thereby reducing the Company's capital,
and the elimination of a large number of shareholders who would not be offered
an ability to retain an equity interest in the Company, many of whom are
customers of the bank. Due to the projected loss of many current shareholders,
as well as the presently prohibitive cost of the transaction, this alternative
was rejected.
(3) A "Cash-Out" Merger. This would be effected through the
merger of the Company into a new company, and payment of cash to smaller
shareholders in exchange for their common stock. The Board considered a cash-out
merger whereby all shareholders owning fewer than 2,001 shares of our common
stock would receive cash in exchange for their shares and all other shares of
our common stock would remain outstanding. The Board was concerned that such a
transaction would eliminate a large number of existing shareholders who would
not be offered an ability to retain an equity interest in the Company unless
they were able to increase their holdings to reach the 2,001 share threshold. In
addition, shareholders receiving cash in the transaction would likely be
required to pay income tax on the capital gain associated with the sale of their
shares. Finally, the Board was concerned that the capital costs of such a
transaction would be prohibitive at present. Accordingly, the Board rejected
this alternative.
(4) A Reclassification. The fact that a reclassification into
multiple classes of stock would not require any shareholder to be eliminated
weighed heavily in favor of this alternative. The ability to retain the current
shareholders, as well as a substantial cash savings to the Company over the
alternative structures, caused the Board to reach the conclusion that the
Reclassification should be recommended.
The Board then considered the various designations of the preferred
stock necessary to create two separate classes. The Board considered voting,
dividends, liquidation preferences, conversion rights and redemption privileges.
In order to cause the common stock and Series A Preferred Stock each to be a
different class of stock, both under state law, as well as under the federal
securities laws, the Board discussed various designations of the preferred
stock. With respect to voting, the Board decided that there be a distinction in
the voting rights of each class. The common stock would be granted full voting
rights, identical to the voting rights currently held by the common stock.
Recipients of the Series A Preferred Stock, however, would have more limited
voting rights. These voting rights would be limited to transactions involving a
change in control of the Company, such as a merger or sale, in addition to
15
certain statutory rights which require that a class of securities be permitted
to vote, as a class, on any amendments to the Articles of Incorporation that
would adversely affect the rights or privileges of that class. The Series A
Preferred Stock would not be able to vote on the election of directors.
Consequently, each of the two classes would have distinct voting rights.
The Board also considered the granting of dividends as a method of
drawing a distinction between the two classes. The common stock would retain the
dividend rights currently held by the common stock. The Series A Preferred
Stock, however, would have a right to dividends not less than 105% of the
dividends paid to the common shareholders. This distinction was intended to not
only provide a distinction between the classes, but also to help compensate the
recipients of the Series A Preferred Stock for their loss of voting rights. It
was the sense of the Board that the distinction in voting and dividend rights
would offset each other, and permit shareholders to move into a class based upon
their personal desires. For example, if the shareholders had a greater interest
in dividends than in voting rights, they might attempt to reduce their number of
shares in order to be reclassified into the Series A Preferred Stock (keeping in
mind that payment of dividends is within the discretion of the Board of
Directors). On the other hand, if the shareholders believe that voting rights
are of great importance, they may wish to attempt to increase the number of
shares that they hold in order to retain their common stock subsequent to the
Reclassification. The cutoff for the number of shares held prior to the
Reclassification in order to be reclassified into the Series A Preferred Stock
will be the close of business on the effective date of the reclassification.
The Board also considered the impact on the Company if there were a
need to later raise capital or to use the Company's securities in an
acquisition. It was noted that the Company currently has sufficient capital that
would allow the Bank to expand to almost $500 million in asset size and still
maintain an appropriate total capital to risk based assets ratio of between 10%
and 10.5%. In addition, to the extent that additional capital might be needed,
the Company could issue trust preferred securities or equity securities in a
private placement transaction. After reviewing the various designations and
preferences for the Series A Preferred Stock, the Board approved the
Reclassification on the proposed terms and directed counsel to prepare the
appropriate documents for filing with the Securities and Exchange Commission.
Reasons for the Reclassification; Fairness of the Reclassification; Board
Recommendation
Reasons for the Reclassification
As a locally owned community bank whose shares are not listed on any
exchange, we have struggled with the costs associated with being a public
company. In addition, in 2003, the SEC proposed rules to implement Section
404 of the amendments to the Exchange Act made by the Sarbanes-Oxley Act of
2002. In 2007, management, along with their accounting and legal advisors,
began to discuss alternatives to reduce costs associated with SEC
compliance. Specifically, they began to review proxy statements of other
community banks using reclassification as a means to deregister their
securities, not only to reduce the burdens of Section 404, but also the
other costs and time expended in complying with the registered securities
rules. We are undertaking the Reclassification at this time to suspend our
SEC reporting obligations in order to save the Company and our shareholders
the substantial costs associated with being a reporting company, and these
costs are expected to increase over time. The specific factors considered
in electing at this time to undertake the Reclassification and suspend our
SEC reporting obligations are as follows:
We estimate that the reduction in the number of common shareholders
and the suspension of our reporting requirements under the Securities
Exchange Act will result in net savings of approximately $116,250 per year.
This estimate includes current costs, and additional anticipated annual
costs related to compliance with Section 404 of the Sarbanes-Oxley Act
("SOX"), which is effective for our fiscal year ending December 31, 2009.
We estimate that we incur the following fees and expenses related to
the preparation, review and filing of periodic reports on Form 10-K and
Form 10-Q and annual proxy statements:
Legal Fees ........................................... $ 45,000
Independent Auditor Fees ............................. 76,250
Proxy Solicitation, Printing and Mailing Costs ....... 11,000
Management and Staff Time ....................... 45,000
--------
Total Periodic Reporting Costs .................. $177,250
|
16
We will continue to have our financial statements audited and will
prepare an annual report for our shareholders. We expect to incur lower
costs due to the elimination of review by our auditors of our quarterly and
annual reports to the SEC as well as simplified disclosure. We expect to
incur the following fees and expenses related to the preparation and review
of such annual reports:
Legal Fees .............................................. $15,000
Independent Auditor Fees ................................ 56,000
Proxy Solicitation, Printing and Mailing Costs .......... 5,000
Management and Staff Time ............................... 10,000
-------
Total Annual Reporting Costs ............................ $86,000
|
As a result of these lower costs, we anticipate a net savings of
approximately $91,250 related to the preparation of an annual report for our
shareholders in lieu of compliance with the periodic reporting requirements
under the Securities Exchange Act.
In addition, we will not be required to expend at least an additional
$25,000 each year in fees and expenses related to compliance with Section 404 of
SOX. These are amounts that we have not incurred in past years since we have not
yet been subject to Section 404.
Independent Auditor Fees ............................. $15,000
Management and Staff Time ............................ 10,000
-------
Total Annual Costs ................................... $25,000
This results in an estimated cost saving of approximately $116,250 in
2010 and yearly thereafter, based on current costs.
|
As is noted above, we incur substantial indirect costs in management
time spent on securities compliance activities. Although it is impossible
to quantify these costs specifically, we estimate that our management and
staff currently spend an average of approximately 15% of their time
(equating to approximately 14 days per quarter) on activities directly
related to compliance with federal securities laws, such as preparing and
reviewing SEC-compliant financial statements and periodic reports,
maintaining and overseeing disclosure and internal controls, monitoring and
reporting transactions and other data relating to insiders' stock
ownership, and consulting with external auditors and counsel on compliance
issues. In addition, if we do not deregister our common stock, we estimate
our management and staff will spend an additional 8 days per quarter, or 9%
of their time, on activities related to compliance with Section 404 of SOX.
If the Reclassification is approved by shareholders, we estimate that our
management and staff will be able to reduce their time spent on annual
report preparation to approximately 22 days per quarter, or 24% of their
time.
o We expect to continue to provide our shareholders with Company
financial information by disseminating our annual reports, but,
as noted above, the costs associated with these reports are
substantially less than those we incur currently;
o In our Board of Directors' judgment, little or no justification
exists for the continuing direct and indirect costs of
registration with the SEC, given the low trading volume in our
common stock and given that our earnings should be sufficient to
support long-term growth and we therefore do not depend on
raising capital in the public market, and do not expect to do so
in the near future. If it becomes necessary to raise additional
capital, we believe that there are adequate sources of additional
capital available, whether through borrowing at the holding
company level or through private or institutional sales of equity
or debt securities, although we recognize that there can be no
assurance that we will be able to raise additional capital when
required, or that the cost of additional capital will be
attractive;
o Operating as a non-SEC reporting company will reduce the burden on
our management that arises from the increasingly stringent SEC
reporting requirements, thus allowing management to focus more of
its attention on our customers and the communities in which we
operate; and
17
o The Reclassification proposal allows those shareholders receiving
shares of Series A Preferred Stock to still retain an equity
interest in GrandSouth Bancorporation and therefore participate at
the same value per share as holders of common stock in the event
of any sale of GrandSouth Bancorporation.
We considered that some shareholders may prefer that we continue as an
SEC-reporting company, which is a factor weighing against the Reclassification.
However, we believe that the disadvantages of remaining a public company subject
to the registration and reporting requirements of the SEC outweigh any
advantages. Historically, our shares of common stock have not been listed on an
exchange and only traded privately or in the over-the-counter market with
transactions reported on the OTC Bulletin Board. Also, we have no present
intention to raise capital through sales of securities in a public offering in
the future or to acquire other business entities using stock as the
consideration for such acquisition. Accordingly, we are not likely to make use
of any advantage that our status as an SEC-reporting company may offer.
In view of the wide variety of factors considered in connection with
its evaluation of the Reclassification, our Board of Directors did not find it
practicable to, and did not, quantify or otherwise attempt to assign relative
weights to the specific factors it considered in reaching its determinations.
The Reclassification, if completed, will have different effects on the
holders of common stock and those receiving shares of Series A Preferred Stock.
You should read "- Our Position as to the Fairness of the Reclassification"
beginning on page ___ and "- Effects of the Reclassification on Shareholders of
GrandSouth Bancorporation" beginning on page ___ for more information regarding
the effects of the Reclassification.
We considered various alternative transactions to accomplish the
proposed transaction, including a tender offer, a reverse stock split, and a
merger whereby shareholders owning less than a certain number of shares would be
"cashed out." Ultimately, however, the Board elected to proceed with the
Reclassification because the alternatives would be more costly, might not have
reduced the number of shareholders below 300, and would not allow all
shareholders to retain an equity interest in GrandSouth Bancorporation. Our
Board believes that by implementing a deregistration transaction, our management
will be better positioned to focus its attention on our customers and the
communities in which we operate, and expenses will be reduced.
Alternatives Considered
The other alternatives to a Reclassification we considered included:
Cash-Out Merger. The board considered the reorganization of the Company
through a merger with a new corporation formed solely to effect a
reorganization. In a cash-out merger, shareholders owning fewer than 2,001
shares of our common stock would receive cash in exchange for their shares and
all other shares of our common stock would have remained outstanding.
Accordingly, a cash-out merger would not offer all shareholders an opportunity
to retain an equity interest in us, to participate in future growth and earnings
of the Company, or to benefit from any future value received as a result of the
sale of the Company. While shareholders could consolidate their accounts or
acquire sufficient shares to meet or exceed the 2,001-share threshold in order
to retain an equity interest in the Company, the board preferred to structure a
transaction that would allow shareholders to retain an equity interest without
being required to pay for additional shares or consolidate their holdings in a
way that might not otherwise be advantageous for them. Additionally, the receipt
of cash in exchange for shares of common stock would probably be taxable to most
of those shareholders receiving cash. Assuming that all of the 290,188 shares
held of record by shareholders owning fewer than 2,001 shares as of June 30,
2009 were exchanged for $_____ in cash (the highest known share purchase price
in the third quarter), the capital cost of the transaction would be
approximately $____ million. In light of the significant anticipated capital
cost, the Company's current desire to retain capital and the elimination of the
opportunity for all shareholders to retain an equity interest, the board
rejected this alternative.
Reverse Stock Split. The board considered declaring a reverse stock
split at a ratio of 1-for-2,001, with cash payments to shareholders who would
hold less than one share on a post-split basis. This alternative would also have
the effect of reducing the number of shareholders, but would require us either
to account for outstanding fractional shares after the transaction, engage in a
forward stock split at the reverse split ratio, or pay cash to shareholders
18
holding any resulting fractional shares. Like the cash-out merger described
above, a reverse stock split would not have offered all shareholders an
opportunity to retain an equity interest in our company and would have come at
an unacceptable capital cost. As a result, a reverse stock split was rejected
for the same reasons as the cash-out merger alternative.
Issuer Tender Offer. We also considered an issuer tender offer to
repurchase shares of our outstanding common stock. The results of an issuer
tender offer would be unpredictable, however, due to its voluntary nature. We
were uncertain as to whether this alternative would result in shares being
tendered by a sufficient number of shareholders so as to result in our common
stock being held by fewer than 300 shareholders of record. We also realized that
the cost would likely be prohibitive in light of the Company's current desire to
conserve capital. As a result, we also rejected this alternative.
Expense Reductions in Other Areas. While we might be able to offset the
expenses relating to SEC registration by reducing expenses in other areas, we
have not pursued such an alternative because there are no areas in which we
could achieve comparable savings without adversely affecting a vital part of our
business or impeding our opportunity to grow. Our most significant area of
potential savings would involve personnel costs, and we are already thinly
staffed and have recently reduced personnel costs for operational reasons. We
believe the expense savings resulting from a reclassification would position us
to execute our business plan more efficiently. For these reasons, we did not
analyze cost reductions in other areas as an alternative to the
Reclassification.
Business Combination. We have neither sought nor received any proposals
from third parties for any business combination transactions such as a merger,
consolidation, or sale of all or substantially all of our assets. Our board did
not seek any such proposals because these types of transactions are inconsistent
with the narrower purpose of the proposed transaction, which is to discontinue
our SEC reporting obligations. The board believes that by implementing a
deregistration transaction, our management will be better positioned to focus
its attention on our customers and the communities in which we operate and
expenses will be reduced.
Maintaining the Status Quo. The board considered maintaining the status
quo. In that case, we would continue to incur the significant expenses, as
outlined in "--Reasons for the Reclassification; Fairness of the
Reclassification; Board Recommendation" beginning on page ___, of being an
SEC-reporting company without the expected commensurate benefits. Thus, the
board considered maintaining the status quo not to be in the best interests of
the Company or its unaffiliated shareholders.
Our Position as to the Fairness of the Reclassification
Based on a careful review of the facts and circumstances relating to
the Reclassification, our Board of Directors and our executive officers believe
that the "going private" transaction (i.e., the Rule 13e-3 transaction),
including all the terms and provisions of the Reclassification, are
substantively and procedurally fair to all unaffiliated shareholders as a whole,
as well as each group of our unaffiliated shareholders, specifically our
unaffiliated shareholders who will retain their shares of common stock and our
unaffiliated shareholders who will receive shares of our Series A Preferred
Stock. Our Board of Directors unanimously approved the Reclassification and has
recommended that our shareholders vote "FOR" the Amendment to our Articles of
Incorporation.
Each director and executive officer is deemed a "filing person" in
connection with this transaction. As filing persons, they have each determined
in their individual capacity that the Reclassification is substantively and
procedurally fair to our unaffiliated shareholders in each of the constituencies
described above. No individual filing person, however, is making any
recommendation to shareholders as to how to vote. See "-Determination of
Fairness by GrandSouth Bancorporation Affiliates" for information regarding the
filing persons' fairness determination.
All of our directors and executive officers have indicated that they
intend to vote their shares of common stock (and any shares with respect to
which they have or share voting power) in favor of the Amendment. Our directors
and executive officers owned approximately 32.2% of the shares outstanding as of
September 16, 2009, and if they had exercised all of their vested options, they
would have owned 36.6% of the outstanding shares. Although the board as a whole
19
recommends that the shareholders vote in favor of the Amendments for the reasons
set forth in "--Reasons for the Reclassification," no director or executive
officer is making any recommendation to the shareholders in his individual
capacity.
Substantive Fairness
In concluding that the terms and conditions of the Amendments to our
Articles of Incorporation and the Reclassification are substantively fair to
unaffiliated shareholders, our Board of Directors considered a number of
factors. In its consideration of both the procedural and substantive fairness of
the transaction, our Board considered the potential effect of the transaction as
it relates to all shareholders generally, to shareholders receiving Series A
Preferred Stock and to shareholders continuing to own shares of common stock.
See "- Effects of the Reclassification on Shareholders of GrandSouth
Bancorporation" beginning on page ___.
The factors that our Board of Directors considered positive for all
shareholders, including both those who will continue to hold common stock as
well as those who will have their shares converted into Series A Preferred
Stock, included the following:
o our common stock trades infrequently, with trades on only 38 days
known to management occurring within the 12 month period ending
September 30, 2009, involving only 27,500 shares, or
approximately .07%, of our outstanding common stock, a volume
that our Board felt did not provide our shareholders with
sufficient opportunity to easily obtain cash for their shares;
o our smaller shareholders who prefer to remain as holders of
common stock of the Company may elect to do so by acquiring
sufficient shares so that they hold at least 2,001 shares of
common stock in their own names at the close of business on the
effective date of the Reclassification, or may seek to transfer
their shares into "street name" with a broker that would own at
least 2,001 shares of common stock; provided, however, that due
to the limited market for our common stock as it currently
exists, shareholders may find it difficult to locate shareholders
willing to sell any shares of common stock that will permit them
to acquire additional shares;
o beneficial owners who hold their shares in "street name," who
would receive shares of Series A Preferred Stock if they were
record owners instead of beneficial owners, and who wish to
receive shares of Series A Preferred Stock as if they were record
owners instead of beneficial owners, can work with their broker
or nominee to transfer their shares into a record account in
their own name so that they receive shares of Series A Preferred
Stock;
o shareholders would have the opportunity to liquidate their shares
of common stock through the exercise of dissenters' rights;
o shareholders receive limited benefit from our being an
SEC-reporting company because of our small size, the lack of
analyst coverage and the very limited trading of our common stock
compared to the costs associated with the disclosure and
procedural requirements of the Sarbanes-Oxley Act, in addition to
the legal, accounting and administrative costs of being a public
company; accordingly we believe that the costs to our
shareholders of being a public company are not commensurate with
the benefits to our shareholders of being a public company;
o notwithstanding that the Company's reporting obligations under
the Exchange Act will be suspended, the Company will remain
subject to both internal and external audit controls, as well as
supervision by various regulatory agencies;
o the Reclassification should not result in a taxable event for any
of the shareholders who receive stock in the Reclassification,
although shareholders who exercise dissenters' rights and receive
cash will likely be subject to tax on the receipt of such cash;
and
o all shareholders will realize the potential benefits of
termination of registration of our common stock, including
reduced expenses of approximately $116,250 per year as a result
of no longer needing to comply with SEC reporting requirements.
20
In addition to the positive factors applicable to all of our
shareholders set forth above, the factors that our Board of Directors considered
positive for shareholders receiving Series A Preferred Stock included:
o they would continue to have an equity interest in GrandSouth
Bancorporation and therefore participate in any future value
received as a result of any sale of the Company at the same value
per share as holders of common stock;
o the holders would receive a premium in the payment of any
dividends by the Company; and
o no brokerage or other transaction costs will be incurred by them
in connection with the reclassification of their shares of common
stock into Series A Preferred Stock.
Each member of our Board considered each of the foregoing factors to
weigh in favor of the substantive fairness of the Reclassification to all of our
shareholders, whether they are shareholders who continue to hold common stock or
shareholders whose shares of common stock are converted into Series A Preferred
Stock.
Each member of our Board is also aware of, and has considered, the
impact of certain adverse factors on the substantive fairness of the
Reclassification to our shareholders who will receive Series A Preferred Stock.
In particular, the factors that our Board of Directors considered as potentially
negative for shareholders who will receive Series A Preferred Stock included:
o they will be required to surrender their shares involuntarily in
exchange for the Series A Preferred Stock, although they will
still have the opportunity to participate in any future growth and
earnings of the Company; and
o they will lose voting rights except in certain limited situations,
which loss may result in making the shares of Series A Preferred
Stock less valuable; although the Board considered the potential
loss in value, and took into account the fact that the premium on
the dividends for the Series A Preferred Stock may have the
benefit of making this stock more valuable than the common.
The factors that our Board of Directors considered as potentially
negative for all shareholders included:
o following the Reclassification, you will continue to have limited
ability to transfer your shares of our common stock and Series A
Preferred Stock, although based on the historically low trading
volume for the common stock, and the fact that the stock has never
been listed on any exchange, this will not vary significantly from
the current situation and is expected to have limited impact;
o you will have reduced access to our financial information once we
are no longer an SEC-reporting company, although we will provide
all shareholders with annual reports and may provide other
periodic information (e.g., shareholder letters which would
include information updating our financial performance and any
other news affecting the Company and the Bank, such as new
offices, economic updates or new product offerings);
o you will lose certain statutory safeguards since we will no longer
be subject to the requirements of the Sarbanes-Oxley Act, which
require our Chief Executive Officer and Chief Financial Officer to
certify as to our financial statements and internal controls over
financial reporting and as to the accuracy of our reports filed
with the SEC; and
o you will lose certain protections currently provided under the
Securities Exchange Act of 1934, as amended, such as limitations
on short-swing transactions by executive officers and directors
under Section 16 of the Securities Exchange Act of 1934, as
amended.
Our Board of Directors believes that these adverse factors did not,
individually or in the aggregate, outweigh the overall substantive fairness of
the Reclassification to our shareholders and that the adverse factors are
outweighed by the positive factors previously described.
21
Our Board of Directors believes that the exchange of one share of
common stock for one share of Series A Preferred Stock, depending on the number
of shares of common stock held prior to the Reclassification, is fair to our
unaffiliated shareholders. In concluding that the one-for-one exchange ratio is
fair to our unaffiliated shareholders, our Board of Directors considered the
following factors:
o With respect to the value placed on voting rights, the Board
believes that the difference in value created by the
Reclassification between the common stock with voting rights and
the Series A Preferred Stock with limited voting rights is
minimal because the holders of common stock whose shares would be
converted into Series A Preferred Stock in the Reclassification
currently own a minority of our shares, representing
approximately 8.12% of the outstanding shares of common stock and
voting rights. Conversely, the holders of our common stock whose
shares will remain shares of common stock following the
Reclassification currently own shares representing approximately
91.88% of the outstanding voting rights, so after the
Reclassification, those holders of common stock will continue to
control the vote of the Company.
o The Board's belief that any potential decrease in value from the
exchange of common stock for Series A Preferred Stock associated
with the limitation or loss of voting rights (except in certain
limited situations) is offset by the premium on dividends given to
holders of Series A Preferred Stock.
o Our smaller shareholders who do not believe the one-for-one
exchange ratio of their shares of common stock into Series A
Preferred Stock is acceptable or fair to them, or otherwise prefer
to remain holders of common stock after the Reclassification, may
elect to do so by placing the shares into "street name" with a
broker having more than 2,001 shares, or by acquiring a sufficient
number of shares so that they hold at least 2,001 shares of common
stock immediately prior to the Reclassification.
o Our shareholders who prefer to receive a premium on dividends in
lieu of voting rights, may elect to do so by transferring a
sufficient number of shares so that they hold less than 2,001
shares of common stock immediately prior to the Reclassification.
Upon a change in control of the Company (which includes the sale of
substantially all of the Company's assets), the shares of the Series A Preferred
Stock will convert automatically on a one-for-one basis into shares of the
Company's common stock. Therefore, holders of the Series A Preferred Stock will
participate in any value received as a result of any future sale of the Company
at the same value per share as the holders of the common stock. The Board viewed
the conversion provision as a benefit to the shareholders receiving Series A
Preferred Stock.
In reaching a determination as to the substantive fairness of the
Reclassification, we did not consider the liquidation value of our assets, the
current or historical market price of those shares, our net book value, or our
going concern value to be material since shareholders are not being "cashed out"
in connection with the Reclassification and the shares of Series A Preferred
Stock afford those holders to participate equally with the holders of common
stock in any sale of the Company. Because of the foregoing, we also did not
consider any repurchases by the Company over the past two years. We did not
obtain any report, opinion or appraisal in connection with the Reclassification,
and we have not received any firm offers related to a merger or consolidation,
sale or other transfer of a substantial portion of our assets, or control
purchase of any of our securities by unaffiliated parties within the past two
years.
Neither we nor any of the members of our Board of Directors received
any reports, opinions or appraisals from any outside party relating to the
Reclassification or the fairness of the consideration to be received by our
shareholders.
Procedural Fairness
Each member of the Board of Directors believes that the
Reclassification is procedurally fair to all of our shareholders. All of our
directors, a majority of whom are not our employees, voted to recommend the
Reclassification to shareholders. In concluding that the Reclassification,
including the receipt of Series A Preferred Stock by holders of common stock, is
22
procedurally fair to our shareholders, our Board of Directors considered a
number of factors. The factors that our Board of Directors considered positive
for all shareholders, included the following:
o The Reclassification is being effected in accordance with all
applicable requirements of South Carolina law.
o Management and our Board considered alternative methods of
effecting a transaction that would result in our becoming a
non-SEC reporting company, each of which was determined to be
impractical, more expensive than the Reclassification, involving
a cash-out of certain of our shareholders, or potentially
ineffective in achieving the goals of allowing shareholders to
retain an equity ownership in the Company while at the same time
eliminating the costs and burdens of public company status.
o Our shareholders will have the opportunity to exercise
dissenters' rights under South Carolina law to the extent that
they do not believe that the one-for-one exchange ratio of their
shares of common stock into Series A Preferred Stock is
acceptable or fair to them.
o Shareholders will have the opportunity to determine whether or
not they will remain shareholders owning common stock or shares
of Series A Preferred Stock after the Reclassification by
acquiring sufficient shares so that they hold at least 2,001
shares of common stock at the close of business on the effective
date of the Reclassification (either directly or by transferring
their shares into "street name" with a broker that would own at
least 2001 shares of common stock) or disposing or subdividing
sufficient shares so that they hold less than 2,001 shares of
common stock at the close of business on the effective date of
the Reclassification. The effective date of the Reclassification
could be as early as the date of the Special Meeting.
Accordingly, shareholders who wish to increase or decrease their
common stock holdings above or below the threshold should act
sufficiently in advance of the Special Meeting so that the sale
or purchase is reflected in our shareholder records by the close
of business (local time) on the date of the Special Meeting.
However, because of the limited market for our common stock,
shareholders may have difficulty in acquiring or disposing of
shares.
Each member of our Board of Directors considered each of the foregoing
factors to weigh in favor of the procedural fairness of the Reclassification to
all of our shareholders, whether they are receiving shares of Series A Preferred
Stock or will continue to hold shares of common stock.
Each member of our Board is aware of, and has considered, the impact of
other factors which could adversely affect both shareholders receiving Series A
Preferred as well as those continuing to own common stock, on the procedural
fairness of the Reclassification:
o although members of the Board have a potential conflict of
interest since they will primarily retain shares of common stock
based on current ownership, neither the full Board nor any of the
independent directors retained an independent, unaffiliated
representative to act solely on behalf of the shareholders
receiving shares of Series A Preferred Stock for the purpose of
negotiating the terms of the Reclassification;
o we did not receive a report, opinion, or appraisal from an
outside party as to the value of our common stock or Series A
Preferred Stock, the fairness of the transaction to those
shareholders receiving shares of Series A Preferred Stock, or the
fairness of the transaction to the Company.
Each member of our Board of Directors believes that the foregoing
adverse factors do not, individually or in the aggregate, outweigh the overall
procedural fairness of the Reclassification to our shareholders, whether they
will receive shares of Series A Preferred Stock or continue to own shares of
common stock, and the foregoing factors are outweighed by the procedural
safeguards previously described. In particular, the Board felt that the
consideration of the transaction by the full Board, whose sole conflict of
interest would be the relatively insignificant increase in aggregate share
ownership of common stock following the Reclassification (equaling an increase
23
of 3.2%, from 36.6% to 39.8%, in total share ownership (including exercisable
options) for all directors and executive officers, inclusive of their
exercisable options) and who will be treated identically to other shareholders
in the Reclassification, was a sufficient procedural safeguard that it was
unnecessary to retain an independent fairness advisor.
In addition, with respect to the determination not to seek a valuation,
our Board felt that the fact that shareholders receiving Series A Preferred
Stock would continue to retain an equity interest in the Company and also would
receive premiums over holders of common stock in any payment of dividends by the
Company, presented sufficient protection in value to such shareholders. We paid
dividends of $0.08 per share on our common stock in 2007 and 2008 and have paid
$0.04 in 2009 to date. No assurances can be given that any dividend will be
declared or, if declared, what the amount of such dividend would be or whether
such dividends would continue in future periods.
Separate approval of the Reclassification by our unaffiliated
shareholders is not required. Our Board of Directors believes that such approval
is unnecessary in light of the facts that: (i) the provisions of the
Reclassification apply regardless of whether a shareholder is an affiliate, and
shareholders will receive Series A Preferred Stock or will retain their common
stock, based on the number of shares owned and regardless of whether they are
affiliated or unaffiliated shareholders; and (ii) although our affiliated
shareholders beneficially own 37% of the outstanding stock, a two-thirds
majority of the outstanding shares eligible to vote must vote in favor of the
Amendment to our Articles of Incorporation in order to effect it and, therefore,
the affiliated shareholders do not solely control the outcome of the vote on the
Reclassification. Our Board of Directors also determined that the other
safeguards regarding the procedural fairness of the transaction as described
above supported its decision not to require separate approval of the
Reclassification by the unaffiliated shareholders.
The Board also considered whether there is any impact on the value of
the Series A Preferred Stock as compared to the common stock due to the limited
voting rights of the Series A Preferred Stock. The Board determined that the
difference in voting rights was generally offset by the preferred dividend
premium. Moreover, the Board determined that the difference in voting rights was
not material since the holders of common stock whose shares would be converted
into Series A Preferred Stock in the transaction currently own a small minority
of our shares, or approximately 8.36% of the outstanding shares of common stock
and voting rights. Conversely, the holders of the outstanding shares of common
stock who will continue to own common stock after the transaction currently own
shares representing approximately 91.64% of the outstanding voting rights, and
will continue to control the vote of the Company after the Reclassification.
Each member of our Board of Directors therefore believes that the
Reclassification is substantively and procedurally fair to all shareholders
whether affiliated or unaffiliated, and including unaffiliated shareholders who
will retain their common stock and unaffiliated shareholders who will receive
Series A Preferred Stock. In reaching this determination, we have not assigned
specific weights to particular factors, but have considered all factors as a
whole. None of the factors that we considered led us to believe that the
Reclassification is unfair to any of our shareholders.
We have not made any provision in connection with the Reclassification
to grant you access to our corporate files or to obtain counsel or appraisal
services at our expense. With respect to access to our corporate files, under
Section 33-16-102 of the South Carolina Business Corporation Act (the "SCBCA"),
shareholders of a corporation are entitled to inspect and copy, during regular
business hours, records of the Company that are required to be kept at the
Company's principal office which include:
o current Articles of Incorporation;
o current bylaws;
o resolutions relating to the rights and preferences of the
outstanding stock of the Company;
o minutes of shareholder meetings and records of all actions taken
without a meeting for the past three years;
24
o all written communications to shareholders as a group over the
last three years, including the financial statements furnished
for the past three years pursuant to the requirements of the
SCBCA;
o names and business addresses of the Company's officers and
directors;
o the most recent annual report delivered to the South Carolina
Department of Revenue.
The shareholder must give the Company written notice at least five
business days in advance of any inspection.
In addition, a shareholder may inspect the following records only if
the shareholder's demand to see such records is made in good faith and for a
proper purpose, that purpose is described with reasonable specificity, the
records inspected are directly connected to that purpose, and the shareholder
gives the Company written notice at least five business days beforehand:
o excerpts of any meeting of the Board of Directors;
o records of any action of a Board committee while acting in place
of the board or on behalf of the corporation;
o minutes of any meeting of shareholders;
o records of any action taken without a meeting;
o accounting records; and
o the record of shareholders.
In light of the extensive access South Carolina shareholders are given
to the Company's records, the Board believed these statutory safeguards
adequately protect the shareholders' ability to access information on the
Company. Furthermore, our Board determined that this Proxy Statement, together
with our other filings with the SEC, and stockholders' ability to access our
corporate records under South Carolina law, as described above, provide you with
adequate information. With respect to obtaining appraisal services at our
expense, the Board did not consider these actions necessary or customary.
Board Recommendation
Each member of our Board of Directors believes the terms of the
Reclassification are fair and in the best interests of our shareholders, whether
affiliated or unaffiliated, and including unaffiliated shareholders who will
retain their common stock and unaffiliated shareholders who will receive Series
A Preferred Stock, and our Board of Directors unanimously recommends that you
vote "FOR" the proposal to adopt the Amendment to our Articles of Incorporation.
Determination of Fairness by GrandSouth Bancorporation Affiliates
Our affiliates consist of our directors and executive officers:
Ronald K. Earnest Baety O. Gross
Harold E. Garrett S. Hunter Howard, Jr.
Mason Y. Garrett S. Blanton Phillips
Michael L. Gault J. Calhoun Pruitt, Jr.
|
These affiliates are deemed to be "filing persons" for purposes of this
transaction.
For each of our affiliates, their purpose and reasons for engaging in
the Reclassification, alternatives considered and analyses regarding substantive
25
and procedural fairness of the Reclassification to unaffiliated shareholders
receiving Series A Preferred Stock in the Reclassification and to those
unaffiliated shareholders retaining their shares of common stock were the same
as those of the Board of Directors, and each of these affiliates adopted the
analyses of the Board of Directors with respect to these issues. Based on these
factors and analyses, each of our affiliates has concluded that the
Reclassification is procedurally and substantively fair to our unaffiliated
shareholders who will receive Series A Preferred Stock in the Reclassification
and to our unaffiliated shareholders who will retain their shares of common
stock.
Effects of the Reclassification on GrandSouth Bancorporation
The Reclassification will have various effects on GrandSouth
Bancorporation, which are described below.
Effect of the Proposed Transaction on Our Outstanding Common Stock
Our Articles of Incorporation currently authorize the issuance of
20,000,000 shares of voting common stock. The number of authorized shares of
common stock will remain unchanged after completion of the Reclassification. As
of the record date, the number of outstanding shares of common stock was
3,573,695. Based upon our best estimates, if the Reclassification had been
consummated as of the record date, and assuming no shareholders exercised
dissenters' rights, the number of outstanding shares of common stock would have
been reduced from 3,573,695 to approximately 3,283,507. The shares of common
stock that will be reclassified as Series A Preferred Stock will be retired and
held as authorized but unissued common stock.
We have no current plans, arrangements or understandings to issue any
common stock in the foreseeable future except upon the exercise of options
granted pursuant to our stock option plans. However, in the event that we later
desire to issue additional shares of stock in order to raise capital or as part
of an acquisition, the increase in the number of holders of record could cause
us to be required to re-register our common stock under the Exchange Act.
Effect of the Proposed Transaction on Our Outstanding Series T and
Series W Preferred Stock
Our Articles of Incorporation currently authorize the issuance of 9,000
shares of Series T Preferred Stock and 451 shares of Series W Preferred Stock.
The number of authorized shares of each of those series of preferred stock will
remain unchanged after completion of the Reclassification. All of the authorized
shares of Series T Preferred Stock and 450 of the authorized shares of Series W
Preferred Stock have been issued to a single shareholder.
Effect of the Proposed Transaction on Our Series A Preferred Stock
Our Articles of Incorporation currently authorize us to issue up to
20,000,000 shares of preferred stock, of which an aggregate of 9,451 shares have
been designated as Series T and Series W Preferred Stock, and 500,000 shares
have been designated as Series A Preferred Stock, leaving 19,490,549 shares of
preferred stock to be designated in the future. The shares of Series A Preferred
Stock that will be issued in the Reclassification constitute a new and separate
class of preferred stock having the rights described in "- Series A Preferred
Stock" beginning on page ___, as well as in the attached Appendix A. After
completion of the Reclassification, assuming no shareholders exercise
dissenters' rights, we will have approximately 290,188 shares of Series A
Preferred Stock outstanding. For additional information regarding our capital
structure after the Reclassification, see "Description of Capital Stock"
beginning on page ___.
Termination of Securities Exchange Act Registration and Reporting
Requirements
Upon the completion of the Reclassification, we expect that our common
stock will be held by fewer than 300 record shareholders and the Series A
Preferred Stock will be held by fewer than 500 record shareholders. All of the
outstanding shares of our Series T and Series W Preferred Stock are held by a
single shareholder. Accordingly, our obligation to continue to file periodic
reports with the SEC will be suspended pursuant to Rule 12h-3 of the Exchange
Act. We will apply for suspension of our reporting obligations as soon as
practicable following completion of the Reclassification. Following completion
of the Reclassification, we intend to continue to provide our shareholders with
financial information by continuing to disseminate our annual reports.
26
The suspension of the filing obligations will substantially reduce the
information required to be furnished by us to our shareholders and to the SEC.
We estimate that we will save approximately $116,250 on an annual basis. See "-
Reasons for the Reclassification; Fairness of the Reclassification; Board
Recommendation" beginning on page ___ for a breakdown of these anticipated
savings.
Effect on Trading of Common Stock
Our common stock is not currently listed on an exchange and no
organized trading market currently exists for our common stock. After the
Reclassification, neither our common stock nor the Series A Preferred Stock will
be listed on an exchange. The failure to be listed on an exchange, together with
the reduction in public information concerning the Company as a result of its
not being required to file reports under the Securities Exchange Act, may
adversely affect the already limited liquidity of our common stock and result in
limited liquidity for our Series A Preferred Stock. Additionally, the liquidity
of the common stock may also be reduced because the number of shares available
to be traded will decrease after the Reclassification. A decrease in the market
liquidity for the shares of our common stock may cause a decrease in the value
of the shares. Conversely, the more limited supply of our common stock could
also prompt a corresponding increase in its market price, assuming a stable or
increased demand for the stock.
Other Financial Effects of the Reclassification
We expect that the professional fees and other expenses related to the
Reclassification of approximately $100,000 will not have any material adverse
effect on our capital adequacy, liquidity, results of operations or cash flow.
Effect on Outstanding Options
We currently have option plans under which our officers, directors and
employees may purchase shares of our common stock. The Reclassification will not
affect any outstanding options and each option, after the Reclassification, will
continue to be exercisable for one share of common stock. There are currently
outstanding options to purchase 332,692 shares of common stock under the option
plan at a weighted average exercise price of $7.54 per share, of which options
for 252,533 shares are vested. The Reclassification will not affect these
options.
Effect on Conduct of Business after the Reclassification
We expect our business and operations to continue as they are currently
being conducted and, except as disclosed below, the Reclassification is not
anticipated to have any effect upon the conduct of our business.
Effect on Our Directors and Executive Officers
It is not anticipated that the Reclassification will have any effect on
our directors and executive officers, other than with respect to their relative
share ownership, and related changes in the book value and earnings per share
associated with those shares. We expect that all of our directors and executive
officers will hold more than 2,001 shares at the effective time of the
Reclassification. As a result, they will continue to hold the same number of
shares after the Reclassification. However, because total outstanding shares of
common stock will be reduced, this group will hold a slightly larger relative
percentage of the voting common stock of the company. As of the record date,
these directors and executive officers collectively beneficially held 1,307,096
shares, or 36.6% of our common stock (including their exercisable options to
purchase shares of common stock). Based upon our estimates, taking into account
the effect of the Reclassification on our outstanding shares as described above,
the directors and executive officers will beneficially hold 39% of our common
stock (including exercisable stock options) after the Reclassification.
In connection with the suspension of our reporting obligations under
the Securities Exchange Act, our directors and executive officers will no longer
be subject to the reporting and short-swing profit rules of Section 16 of the
Securities Exchange Act, and thus may realize "short-swing" profits on purchase
and sales of our securities that occur within a six-month period. Currently,
27
under Section 16 of the Securities Exchange Act, we are entitled to receive any
profits realized by an affiliate on purchases and sales that occur within six
months of each other. In addition, information about our directors' and
executive officers' compensation and stock ownership will no longer be publicly
available. The suspension of our reporting obligation will also relieve each of
our directors and executive officers from liability under Section 18 of the
Securities Exchange Act. Generally, Section 18 provides that if our officers or
directors make a statement with respect to any material fact in any of our
filings with the SEC that is false or misleading in light of the circumstances
at the time the statement is made, he or she would be liable to any person who
purchases or sells securities at a price that is affected by the statement.
Because our reporting obligations under the Securities Act will be
suspended, our executive officers and directors may lose the ability to dispose
of their shares of our common stock under Rule 144 of the Securities Act of
1933, which provides a "safe harbor" for resales of stock by affiliates of an
issuer, unless the Company makes specified information publicly available. As a
result, they will need to resell their shares in private transactions, which
could result in a lower purchase price for their shares.
Due to the fact that all shares issued in the Reclassification will be
equivalent to common shares in the event of a liquidation or sale of the
Company, the Reclassification will not have a material effect on the value of
directors' and executive officers' interests in our book value per common
equivalent share or diluted earnings per common equivalent share.
Elimination of Liability Under Section 18 of the Exchange Act.
Because we will no longer be required to file any reports under the
Exchange Act, we will no longer be subject to liability under Section 18 of the
Exchange Act. Generally, Section 18 provides that if we make a statement with
respect to any material fact in any of our filings pursuant to the Exchange Act
that is false or misleading in light of the circumstances at the time the
statement was made, we would be liable to any person who purchases or sells a
security at a price that is affected by the statement.
Elimination of Protection Under Section 16 of the Exchange Act.
Because our common stock, Series A Preferred Stock will be not
registered under the Securities Exchange Act, beginning 90 days after the
effectiveness of the Reclassification, we will no longer be entitled under
Section 16 of the Exchange Act to any "short-swing" profits realized by our
directors, officers or 10% shareholders on purchases and sales of our securities
that occur within a six-month period.
Effects of the Reclassification on Shareholders of GrandSouth Bancorporation
The general effects of the Reclassification on the shareholders owning
common stock and the shareholders who will own Series A Preferred Stock are
described below.
Effects of the Reclassification on Shareholders Receiving Series A
Preferred Stock
The Reclassification will have both positive and negative effects on
the shareholders receiving Series A Preferred Stock. Our Board of Directors
considered each of the following effects in approving the Reclassification.
Positive Effects:
As a result of the Reclassification, the shareholders receiving Series
A Preferred Stock will:
o continue to have an equity interest in our Company and therefore
participate in any future value received as a result of any sale
of our Company at the same value per share as holders of our
common stock;
o be entitled to receive a premium dividend equal to 105% of any
dividend paid on the common stock; and
o have dissenters' rights in connection with the Reclassification.
See "- Dissenters' Rights" beginning on page ___.
28
Negative Effects:
As a result of the Reclassification, the shareholders receiving Series
A Preferred Stock will:
o have their right to vote with respect to the affairs of the
Company limited to voting on matters involving a merger, sale of
all or substantially all of the assets of the Company or transfer
of shares that would involve a change in control of the Company,
as well as where required by statute with respect to matters
which would impair their rights as shareholders; and
o hold shares that, to an even greater degree than their currently
held shares of common stock, will not have an active public
trading market.
Effects of the Reclassification on the Common Shareholders
The Reclassification will have both positive and negative effects on
the shareholders continuing to own common stock. Our Board of Directors
considered each of the following effects in determining to approve the
Reclassification.
Positive Effects:
As a result of the Reclassification, the shareholders retaining their
common stock will:
o continue to exercise the sole voting control over the Company;
o because the number of outstanding shares of common stock will be
reduced, have a relative increase in voting power; and
o have dissenters' rights in connection with the Reclassification.
See "- Dissenters' Rights" beginning on page ___.
Negative Effect:
As a result of the Reclassification, the shareholders retaining their
common stock will be subject to the dividend preferences of the Series A
Preferred Stock.
Plans or Proposals
Other than as described in this Proxy Statement, neither we nor our
management have any current plans or proposals to effect any extraordinary
corporate transaction, such as a merger, reorganization or liquidation, to
sell or transfer any material amount of our assets, to change our Board of
Directors or management, to change materially our indebtedness or
capitalization, or otherwise to effect any material change in our corporate
structure or business. As stated throughout this Proxy Statement, we
believe there are significant advantages to effecting the Reclassification
and suspending our reporting obligations. Nevertheless, there is always a
possibility that we may enter into such an arrangement or transaction in
the future, including, but not limited to, entering into a merger or
acquisition transaction, making a public or private offering of our shares
of our capital stock, or entering into any other arrangement or transaction
we may deem appropriate. In such event, our shareholders may receive
payment for their shares of our common stock or Series A Preferred Stock
lower than, equal to, or in excess of the amount paid to shareholders who
exercise their dissenters' rights and receive the fair value of their
shares in connection with the Reclassification.
Record and Beneficial Ownership of Common Stock
It is important that our shareholders understand how shares that are
held by them in "street name" will be treated for purposes of the
Reclassification described in this Proxy Statement. Shareholders who
29
acquired or have transferred their shares of our common stock into a
brokerage or custodial account are not shown on our shareholder records as
the record holders of those shares. Instead, the brokerage firms or
custodians typically hold all shares of our common stock that they hold for
their clients through a single nominee; this is what is meant by "street
name." If that single nominee is the record shareholder for 2,001 or more
shares, then the stock registered in that nominee's name will be unaffected
by the Reclassification. Because the Reclassification only affects record
holders, it does not matter whether any of the underlying beneficial owners
for whom that nominee acts own less than 2,001 shares. Upon completion of
the Reclassification, these beneficial owners will continue to beneficially
own the same number of shares of our common stock as they did prior to the
Reclassification, even if the number of shares they own is less than 2,001.
If your shares are held in "street name," you should talk to your broker,
nominee or agent to determine how they expect the Reclassification to
affect you. Because other "street name" holders who hold through your
broker, agent or nominee may adjust their holdings prior to the
Reclassification, you may have no way of knowing whether you will receive
shares of Series A Preferred Stock in the Reclassification until it is
consummated. However, because we think it is likely that any brokerage firm
or other nominee holding shares in any one account will hold 2,001 or more
shares in total, we think it is likely that all "street name" holders will
remain shareholders of common stock.
Shareholders who would prefer to remain as holders of common stock of
GrandSouth Bancorporation, may elect to do so by acquiring sufficient
shares so that they hold at least 2,001 shares in their own name at the
close of business on the effective date of the Reclassification, although
this may be difficult based upon the limited market which currently exists
for our common stock. In addition, beneficial owners who would receive
shares of Series A Preferred Stock if they were record owners instead of
beneficial owners, and who wish to receive such shares of Series A
Preferred Stock from GrandSouth Bancorporation as a part of the
Reclassification, should inquire of their broker or nominee as to the
procedure and cost, if any, to transfer their shares into a record account
in their own name. In either case, these shareholders will have to act far
enough in advance of the Reclassification so that any consolidation,
purchase or transfer is completed by the close of business (local time) on
the effective date of the reclassification. Because the effective date
could be as early as the date of the Special Meeting, such transactions
should be completed by the close of business on the date of the Special
Meeting.
Interests of Certain Persons in the Reclassification
Our executive officers and directors who are also shareholders will
participate in the Reclassification in the same manner and to the same
extent as all of our other shareholders. We anticipate that all of our
directors and officers will own 2,001 or more shares of common stock, and
will therefore continue as holders of common stock if the Reclassification
is approved. In addition, because there will be fewer outstanding shares of
common stock, these directors will own a slightly larger relative
percentage of the common stock on a post-reclassification basis. This
represents a potential conflict of interest because our directors
unanimously approved the Reclassification and are recommending that you
approve it. Despite this potential conflict of interest, the Board believes
the proposed Reclassification is fair to all of our shareholders for the
reasons discussed in this Proxy Statement.
The fact that each director's percentage voting ownership of our
common stock will increase as a result of the Reclassification was not a
consideration in the Board's decision to approve the Reclassification or in
determining the 2,001-share cutoff for retaining common stock. In this
regard, the directors as a group will be treated exactly the same as other
shareholders. In addition, the Board determined that any potential conflict
of interest created by its members' ownership of our stock is relatively
insignificant. In addition, the increase in each director's percentage
voting ownership of our stock resulting from the Reclassification is
expected to be insignificant. As a group, the percentage beneficial
ownership of all directors and executive officers would increase from
approximately 36% to approximately 39% after the Reclassification, which
also is very unlikely to have a practical effect on their collective
ability to control the Company.
In addition, our Board of Directors recognized that holders of common
stock who will receive Series A Preferred Stock in the transaction may wish
to remain voting shareholders of the Company. However, the Board of
Directors believes that such relative voting control is not material as
compared to the potential value available to such shareholders by retaining
an equity interest in the Company through their ownership of Series A
Preferred Stock. See "Description of Capital Stock" beginning on page __;
"- Background of the Reclassification" beginning on page ___, and "-
Reasons for the Reclassification; Fairness of the Reclassification; Board
Recommendation" beginning on page ___.
30
None of our executive officers or directors, who beneficially owns in
excess of an aggregate of 2,001 or more shares of common stock, has indicated to
us that he intends to sell some or all of his shares of our common stock during
the period between the public announcement of the transaction and the effective
date. In addition, none of these individuals has indicated his intention to
divide shares among different record holders so that fewer than 2,001 shares are
held in each account, so that the record holders would receive shares of Series
A Preferred Stock in connection with the conversion of their common stock.
Financing of the Reclassification
We expect that the Reclassification will require approximately
$100,000, consisting of professional fees and other expenses payable by us
related to the Reclassification. See "- Fees and Expenses" beginning on
page __ for a breakdown of the expenses associated with the
Reclassification. We intend to pay for the expenses of the Reclassification
through cash-on-hand, and if that proves to be insufficient, through
dividends paid to us by our subsidiary, GrandSouth Bank. Although the Bank
may not pay dividends without regulatory approval, this limitation should
not adversely affect the ability of the Bank to pay the dividends necessary
to fund the costs of the Reclassification.
Material Federal Income Tax Consequences of the Reclassification
The following discusses the material federal income tax consequences
to us and our shareholders that would result from the Reclassification. No
opinion of counsel or ruling from the Internal Revenue Service has been
sought or obtained with respect to the tax consequences of the
Reclassification, and the conclusions contained in this summary are not
binding on the Internal Revenue Service. This discussion is based on
existing U.S. federal income tax law, which may change, even retroactively.
This discussion does not discuss all aspects of federal income taxation
that may be important to you in light of your individual circumstances. In
particular, it does not address the federal income tax considerations
applicable to certain types of shareholders, such as: financial
institutions; foreign corporations; insurance companies; tax-exempt
organizations; dealers in securities or currency; traders in securities
that elect mark-to-market; persons who hold our common stock as part of a
hedge, straddle or conversion transaction; or persons who are considered
foreign persons for U.S. federal income tax purposes. In addition, this
discussion does not discuss any state, local, foreign, estate, gift,
alternative minimum tax, or other tax considerations. This discussion also
assumes that you have held and, in the case of continuing shareholders will
continue to hold, your shares as capital assets within the meaning of the
Internal Revenue Code of 1986, as amended, which we refer to as the Code.
Shareholders are encouraged to consult their own tax advisor as to the
particular federal, state, local, foreign, estate, gift, alternative
minimum tax, and other tax consequences of the Reclassification, in light
of their individual circumstances.
Federal Income Tax Consequences to GrandSouth Bancorporation
We believe that the Reclassification would be treated as a tax-free
"recapitalization" for federal income tax purposes. This should result in
no material federal income tax consequences to us.
Federal Income Tax Consequences to Shareholders Who Continue to Own
Common Stock
If you continue to hold our common stock after the Reclassification,
you will not recognize any gain or loss or dividend income in the
transaction and you will have the same adjusted tax basis and holding
period in your common stock as you had in such stock immediately prior to
the Reclassification. We anticipate that most of the members of our Board
of Directors and our executive officers will be part of this group.
Federal Income Tax Consequences to Shareholders Who Receive Shares of
Series A Preferred Stock
Shareholders who receive Series A Preferred Stock in exchange for
their common stock should not recognize any gain or loss or dividend income
in the Reclassification. The holding period and adjusted tax basis of the
common stock converted will carry over to the Series A Preferred Stock.
Although the Reclassification should be treated as a tax-free
reorganization and the exchange of common stock for Series A Preferred
Stock should not result in the recognition of gain or loss, no assurance
31
can be given that the IRS will agree and/or will not challenge such
characterization for federal income tax purposes. While ordinarily the
receipt of stock, such as the Series A Preferred Stock, in a transaction
such as the Reclassification, would not result in a taxable transaction for
federal income tax purposes, certain types of stock, such as "nonqualified
preferred stock" may not be exchanged "tax-free" in a reorganization.
The term "nonqualified preferred stock" is preferred stock in which
(i) the holder of such stock has the right to require the issuer (or a
related person) to redeem or purchase the stock within 20 years of the date
of issue of such stock, (ii) the issuer (or a related person) is required
to redeem or purchase such stock within 20 years of the date of issue of
such stock, (iii) the issuer (or a related person) has the right to redeem
or purchase the stock within 20 years of the date of issue of such stock
and, as of the issue date of such stock, it is more likely than not that
such right will be exercised, or (iv) the dividend rate on such stock
varies in whole or in part (directly or indirectly) with reference to
interest rates, commodity prices, or similar indices. Further, preferred
stock means stock which does not participate in corporate growth to any
significant extent. Stock shall not be treated as participating in
corporate growth to any significant extent unless there is a real and
meaningful likelihood of the shareholder actually participating in the
earnings and growth of the Company.
The Series A Preferred Stock should not be considered "nonqualified
preferred stock" because it does not fit within the definitions set forth
above. In addition, the Series A Preferred Stock may not be treated as
preferred stock for this purpose in any case because such stock is not
limited and preferred as to dividends and does participate on par with
holders of common stock in corporate growth. Nevertheless, if the IRS were
to successfully contend that the Series A Preferred Stock should be treated
as "nonqualified preferred stock" for federal income tax purposes, the
receipt of the Series A Preferred Stock would be treated the same as the
receipt of cash in the Reclassification.
Sale of Stock
Where the Series A Preferred Stock is received for common stock in a
tax-free recapitalization, the proceeds from a subsequent sale of this
Series A Preferred Stock will be treated as capital gain or loss to most
shareholders. However, when a Company recapitalizes its common stock in
exchange for stock which is not common stock (generally defined to mean
stock limited in liquidation and/or dividend rights), the stock received in
the liquidation will be considered "Section 306 Stock" under the Code if
the transaction is substantially the equivalent of a stock dividend, or if
the stock received was in exchange for Section 406 stock. Generally, a
distribution of stock is substantially equivalent to a dividend if cash had
been distributed in lieu of stock and the cash distribution would have been
treated as dividend in whole or part. A cash distribution in exchange for
stock is normally not a dividend if all of the shareholder's stock is
redeemed in the transaction (see discussion below for other instances when
a cash distribution will not be considered a dividend). Applying these
rules, if cash instead of Series A Preferred Stock were issued in the
recapitalization, most shareholders would have all of their stock redeemed
in the transaction, and therefore would not be treated as receiving
dividend income. However, certain attribution rules can result in a
shareholder being deemed to hold stock indirectly through a related party
(such as certain family members), and in such cases, the recapitalization
could be treated as equivalent to a stock dividend. In that case, the
Series A Preferred Stock received would be classified as Section 306 Stock.
If the Series A Preferred Stock were classified as Section 306 Stock,
the proceeds from a subsequent sale of the Series A Preferred Stock would
be treated as dividends to the extent that the fair market value of the
stock sold, on the date distributed to the shareholder, would have been a
dividend to such shareholder had the company distributed cash in lieu of
stock. Any excess of the amount received over the amount treated as a
dividend plus the adjusted basis of the stock would be treated as a capital
gain and no loss, if any, would be recognized. Under current tax law,
qualified dividend income is taxed at the same rates that apply to net
capital gains (i.e., 5% and 15%). The current tax law provision in which
qualified dividends are taxed at net capital gain rates will not apply for
tax years beginning after December 31, 2010. Unless intervening tax
legislation is enacted, ordinary income tax rates will be applicable for
qualified dividend income beginning January 1, 2011.
If the Series A Preferred Stock were classified as Section 306 Stock
and the stock were subsequently redeemed by the Company, it would be
treated as a distribution of property, which, in part (pursuant to the
rules described below), could be treated as a dividend. However, should the
redemption be a "complete termination" of your interest in GrandSouth
Bancorporation (as described below), the sales and exchange treatment
described in the preceding paragraph should be appropriate.
32
In addition, if Section 306 Stock were issued with respect to common
stock of a corporation and such Section 306 stock were subsequently
exchanged for common stock of the same corporation, then the common stock
so received would not be treated as Section 306 Stock. Should the
Reclassification be effectuated, the Articles of Incorporation of the
Company provide that prior to certain "Changes in Control" the Series A
Preferred Stock will be converted back into the Company common stock, and
as such, should no longer be considered Section 306 Stock.
Federal Income Tax Consequences to Shareholders Who Exercise
Dissenters' Rights
If you receive cash as a result of exercising dissenters' rights in
the Reclassification and do not continue to hold shares of our common stock
immediately after the Reclassification, you will be treated as having had
your shares redeemed by us which will be a taxable transaction for federal
income tax purposes. The tax treatment of a redemption of stock is governed
by Section 302 of the Code and, depending on your situation, will be taxed
as either:
o A sale or exchange of the redeemed shares, in which case you will
recognize gain or loss equal to the difference between the cash
payment and your tax basis in the redeemed shares; or
o A cash distribution which is treated: (a) first, as a taxable
dividend to the extent of our accumulated earnings and profits;
(b) then, if the total amount of cash paid in the
Reclassification exceeds our accumulated earnings and profits, as
a tax-free return of capital to the extent of your tax basis in
the redeemed shares; and (c) finally, as gain from the sale or
exchange of the redeemed shares.
Under Section 302 of the Code, a redemption of your shares of our
common stock as part of the Reclassification will be treated as a sale or
exchange of the redeemed shares if any of the following are true:
o the Reclassification results in a "complete redemption" of all of
your stock in GrandSouth Bancorporation;
o your receipt of cash is "substantially disproportionate" with
respect to other shareholders; or
o your receipt of cash is "not essentially equivalent to a
dividend."
These three tests are applied by taking into account not only shares
that you actually own, but also shares that you constructively own pursuant
to Section 318 of the Code. Under the constructive ownership rules of
Section 318 of the Code, you are deemed to constructively own shares owned
by certain individuals and entities that are related to you in addition to
shares you own directly. For example, you are considered to own shares
owned by or for your spouse, children, grandchildren, and parents, which is
referred to as "family attribution." In addition, you are considered to own
a proportionate number of shares owned by estates or certain trusts in
which you have a beneficial interest, by partnerships in which you are a
partner, and by corporations in which you own, directly or indirectly, 50%
or more (in value) of the stock. Similarly, shares owned directly or
indirectly by beneficiaries of estates or certain trusts, by partners of
partnerships and, under certain circumstances, by shareholders of
corporations may be treated as owned by these entities. This is referred to
as "entity attribution." You are also deemed to own shares which you have
the right to acquire by exercise of an option. Furthermore, shares
constructively owned by someone may be reattributed to you. For example,
shares attributed to one taxpayer as a result of entity attribution may be
attributed from that taxpayer to you through family attribution.
Complete Termination. If you receive cash as a result of exercising
dissenters' rights in the Reclassification and do not directly or
constructively own any of our stock after the Reclassification, your
interest in GrandSouth Bancorporation will be completely terminated by the
Reclassification, and you will, therefore, receive sale or exchange
treatment with respect to your common stock. Consequently, you will
recognize gain or loss equal to the difference between the cash payment and
your tax basis in the redeemed shares.
If you receive cash in the Reclassification and would only
constructively own shares of our stock after the Reclassification as a
33
result of family attribution, you may be able to avoid constructive
ownership of the shares of our common stock by waiving family attribution
and, thus, be treated as having had your interest in GrandSouth
Bancorporation completely terminated by the Reclassification. Among other
things, waiving family attribution requires (a) that you have no interest
in GrandSouth Bancorporation (including as an officer, director, employee,
or shareholder) other than an interest as a creditor immediately after the
distribution and that you do not acquire such an interest except by bequest
or inheritance during the 10-year period immediately following the
Reclassification and (b) that you include an agreement to notify the IRS of
any disqualifying acquisition with your tax return for the year in which
the Reclassification occurs.
Substantially Disproportionate. If you receive cash in the
Reclassification and immediately after the Reclassification you own
(directly or constructively) shares of our voting stock (voting stock has a
specific definition for this purpose, which generally requires the stock to
have the privilege to vote on directors), you must compare (a) your
percentage ownership immediately before the Reclassification (i.e., the
number of shares of voting stock actually or constructively owned by you
immediately before the Reclassification divided by our number of
outstanding shares of voting stock) with (b) your percentage ownership
immediately after the Reclassification (i.e., the number of shares of
voting stock actually or constructively owned by you immediately after the
Reclassification divided by our number of shares of voting stock
outstanding immediately after the Reclassification).
If your post-Reclassification ownership percentage is less than 80% of
your pre-Reclassification ownership percentage and you own less than 50% of
the total combined voting power of all classes of stock of the Company
entitled to vote, the receipt of cash is "substantially disproportionate"
with respect to you, and you will, therefore, receive sale or exchange
treatment with respect to your common stock. Consequently, you will
recognize gain or loss equal to the difference between the cash payment and
your tax basis in the redeemed shares.
Not Essentially Equivalent to a Dividend. If the redemption results in
a meaningful reduction of your interest in GrandSouth Bancorporation, then
your receipt of cash may be "not essentially equivalent to a dividend," and
you will, therefore, receive sale or exchange treatment on your shares of
our common stock exchanged for cash. The test for whether a redemption is
not essentially equivalent to a dividend is highly fact-specific and
depends upon the particular circumstances of each case.
Capital Gain and Loss
For individuals, net capital gain (defined generally as your total
capital gains in excess of capital losses for the year) recognized upon the
sale of capital assets that have been held for more than 12 months
generally will be subject to tax at a rate not to exceed 15%. Net capital
gain recognized from the sale of capital assets that have been held for 12
months or less will be subject to tax at ordinary income tax rates of up to
35%. In addition, capital gain recognized by a corporate taxpayer will be
subject to tax at the ordinary income tax rates applicable to corporations.
There are limitations on the deductibility of capital losses. These rates
are subject to legislative amendment at any time. Unless intervening tax
legislation is enacted, those rates will change on January 1, 2011.
Backup Withholding
Shareholders who exercise dissenters' rights and receive cash in the
Reclassification will be required to provide their social security or other
taxpayer identification numbers (or, in some instances, additional
information such as a certification of exemption from back-up withholding
requirements) in connection with the Reclassification to avoid backup
withholding requirements that might otherwise apply. The letter of
transmittal will require each such shareholder to deliver such information
when the common stock certificates are surrendered following the effective
time of the Reclassification. Failure to provide such information may
result in backup withholding at a rate of 28%.
As explained above, the amounts paid to you as a result of exercising
dissenters' rights in the Reclassification may result in dividend income,
capital gain income, or some combination of dividend and capital gain
income to you depending on your individual circumstances. The discussion of
material U.S. federal income tax consequences of the Reclassification set
34
forth above is based upon present law, which is subject to change possibly
with retroactive effect. You should consult your tax advisor as to the
particular federal, state, local, foreign, estate, gift, alternative
minimum tax, and other tax consequences of the Reclassification, in light
of your specific circumstances.
Dissenters' Rights
If the Amendment is approved by shareholders and becomes effective,
and if you strictly comply with the requirements of Sections 33-13-101 et
seq. of the South Carolina Business Corporation Act ("SCBCA"), you have the
right to dissent to adoption of the Amendment and receive the fair value of
your shares in cash. As discussed above under the caption "Effectiveness of
Proposed Amendment," the Amendment will become effective only if (i) it is
approved by our shareholders and (ii) Articles of Amendment to our Articles
of Incorporation are filed with the South Carolina Secretary of State.
Accordingly, even if our shareholders approve the Amendment, if we decide
not to file the Articles of Amendment, the Amendment will not become
effective, and you will not be entitled to be paid the fair value of your
shares.
The discussion below summarizes the provisions of Sections 33-13-101
et seq. of the SCBCA, but it does not grant you any rights that are not
provided by the SCBCA. Your only rights of dissent are those provided by
Sections 33-13-101 et seq. of the SCBCA, a copy of which are included as
Appendix B to this Proxy Statement. Failure to follow the procedures set
forth in Sections 33-13-101 et seq. of the SCBA will result in termination
of your dissenters' rights. A vote in favor of the Amendment will
constitute a waiver of your dissenters' rights. Additionally, not voting in
favor of the Amendment, without compliance with the other requirements,
including sending us notice of your intention to dissent prior to the
Special Meeting, will not perfect your dissenters' rights.
Pursuant to the provisions of Sections 33-13-101 et seq. of the SCBCA,
if the Amendment becomes effective, you will only be entitled to receive
the fair value of your shares if you:
o prior to the vote at the Special Meeting with respect to the
approval of the Amendment, give us written notice of your intent
to demand payment for your shares of our common stock
(hereinafter referred to as "shares") if the Amendment becomes
effective;
o do not vote in favor of the Amendment, provided that a vote in
favor of the Amendment cast by the holder of a proxy solicited by
us will not disqualify a shareholder from demanding payment for
his shares; and
o comply with the statutory requirements summarized below.
If you perfect your dissenters' rights, you will receive the fair
value of your shares determined as of immediately before the effective date
of the Amendment.
If you are a record shareholder, you may assert dissenters' rights as
to fewer than all of the shares registered in your name only if you dissent
with respect to all shares beneficially owned by any one beneficial
shareholder and you notify us in writing of the name and address of each
person on whose behalf you are asserting dissenters' rights. The rights of
a partial dissenter are determined as if the shares as to which that holder
dissents and that holder's other shares were registered in the names of
different shareholders.
If you are a beneficial owner of shares but do not hold your shares of
record in your name, you may assert dissenters' rights as to shares held on
your behalf only if you dissent with respect to all shares of which you are
the beneficial shareholder or over which you have power to direct the vote,
and you must notify us in writing of the name and address of the record
shareholder of the shares, if known to you.
Voting against the Amendment will not satisfy the written demand
requirement. In addition to not voting in favor of the Amendment, if you
wish to preserve the right to dissent and seek appraisal, you must give a
separate written notice of your intent to demand payment for your shares if
the Amendment is effected. Such written notice should be addressed to
GrandSouth Bancorporation, 381 Halton Road, Greenville, South Carolina
29607, Attention: Corporate Secretary.
35
If our shareholders approve the Amendment at the Special Meeting, we
must deliver a written dissenters' notice (the "Dissenters' Notice") to all
of our shareholders who have satisfied the foregoing requirements. The
Dissenters' Notice must be sent within 10 days after the effective date of
the Amendment and must:
o state where and when dissenting shareholders should send the
demand for payment and where and when dissenting shareholders
should deposit certificates for the shares;
o inform holders of uncertificated shares to what extent transfer
of these shares will be restricted after the demand for payment
is received;
o supply a form for demanding payment that includes the date of the
first announcement of the terms of the Amendment and requires the
person asserting dissenters' rights (or the beneficial
shareholder on whose behalf he is asserting dissenters' rights)
to certify whether or not he acquired beneficial ownership of the
shares prior to the announcement date;
o set a date by which we must receive the demand for payment (which
date may not be fewer than 30 nor more than 60 days after the
Dissenters' Notice is delivered) and set a date by which
certificates for certificated shares must be deposited, which may
not be earlier than 20 days after the demand date; and
o be accompanied by a copy of Sections 33-13-101 et seq. of the
SCBCA.
A shareholder who receives the Dissenters' Notice must demand payment,
certify whether he (or the beneficial shareholder on whose behalf he is
asserting dissenters' rights) acquired beneficial ownership of the shares
before the date of announcement of the terms of the Amendment as set forth
in the Dissenters' Notice, and deposit such holder's certificates in
accordance with the terms of the Dissenters' Notice. Dissenting
shareholders will retain all other rights of a shareholder until those
rights are canceled or modified by effectiveness of the Amendment. A
shareholder who does not comply substantially with the requirements that he
demand payment and deposit his share certificates where required, each by
the date set in the Dissenters' Notice, is not entitled to payment for his
shares under Sections 33-13-101 et seq. of the SCBCA.
We may restrict the transfer of uncertificated shares from the date we
receive the demand for payment for them until the Amendment becomes
effective or the restrictions are released as discussed below.
Except as described below, we must upon the effective date of the
Amendment, pay each dissenting shareholder who substantially complied with
the payment demand and deposit requirements described above the amount we
estimate to be the fair value of the shares, plus accrued interest. Our
payment must be accompanied by:
o our balance sheet, income statement and statement of changes in
shareholders' equity as of the end of the fiscal year ending not
more than 16 months before the date of payment, and interim
financial statements, if any;
o our estimate of the fair value of the shares and an explanation
of how the fair value was calculated;
o an explanation of how the interest was calculated;
o a statement of the dissenter's right to demand additional payment
under the SCBCA; and
o a copy of Sections 33-13-101 et seq. of the SCBCA.
If the Amendment does not become effective within 60 days after the
date set for demanding payment and depositing share certificates, we must
return the deposited certificates and release the transfer restrictions
imposed on uncertificated shares. We must send a new Dissenters' Notice if
the Amendment becomes effective after the return of certificates and repeat
the payment demand procedure described above.
A dissenting shareholder may notify us in writing of his or her own
estimate of the fair value of such holder's shares and the interest due,
and may demand payment of such holder's estimate (less any payment made
under the procedure described above) (the "Additional Payment"), if:
36
o he or she believes that the amount we paid is less than the fair
value of his or her shares or that we have calculated incorrectly
the interest due;
o we fail to make payment within 60 days after the date set for
demanding payment; or
o we, having failed to cause the Amendment to become effective, do
not return the deposited certificates or release the transfer
restrictions imposed on uncertificated shares within 60 days
after the date set for demanding payment.
A dissenting shareholder waives his or her right to demand the
Additional Payment unless he or she notifies us of his or her demand in
writing within 30 days after we make payment for his or her shares.
If a demand for Additional Payment remains unsettled, we must commence
a proceeding in the Court of Common Pleas of Greenville County, South
Carolina, within 60 days after receiving the Additional Payment demand and
must petition the court to determine the fair value of the shares and
accrued interest. If we do not commence the proceeding within those 60
days, we must pay each dissenting shareholder whose demand for Additional
Payment remains unsettled the amount demanded. We are required to make all
dissenting shareholders whose demands for Additional Payment remain
unsettled parties to the proceeding and serve a copy of the petition upon
each of them. The court may appoint appraisers to receive evidence and to
recommend a decision on fair value. Each dissenting shareholder made a
party to the proceeding is entitled to judgment for the amount, if any, by
which the court finds the fair value of his shares, plus interest, exceeds
the amount we paid.
The court in an appraisal proceeding commenced under the foregoing
provision must determine the costs of the proceeding, excluding fees and
expenses of attorneys and experts for the respective parties, and must
assess those costs against us, except that the court may assess the costs
against all or some of the dissenting shareholders to the extent the court
finds they acted arbitrarily, vexatiously, or not in good faith in
demanding payment. The court also may assess the fees and expenses of
attorneys and experts for the respective parties against us if the court
finds we did not substantially comply with the requirements of specified
provisions of the SCBCA, or against either us or a dissenting shareholder
if the court finds that such party acted arbitrarily, vexatiously, or not
in good faith with respect to the dissenters' rights provided by the SCBCA.
If the court finds that the services of attorneys for any dissenting
shareholder were of substantial benefit to other dissenting shareholders
similarly situated, and that the fees for those services should be not
assessed against us, the court may award those attorneys reasonable fees
out of the amounts awarded the dissenting shareholders who were benefited.
In a proceeding commenced by dissenters to enforce our statutory liability
for our failure to commence an appraisal proceeding within the 60 day
period described above, the court will assess costs of the proceeding and
fees and expenses of dissenters' counsel against us and in favor of the
dissenters.
This is a summary of the material rights of a dissenting shareholder
and is qualified in its entirety by reference to Sections 33-13-101 et seq.
of the SCBCA, included as Appendix B to this Proxy Statement. If you intend
to dissent from approval of the Amendment, you should review carefully the
text of Appendix B and should also consult with your attorney. We will not
give you any further notice of the events giving rise to dissenters' rights
or any steps associated with perfecting dissenters' rights, except as
indicated above or otherwise required by law.
Regulatory Requirements
In connection with the Reclassification, we will be required to make a
number of filings with, and obtain a number of approvals from, various
federal and state governmental agencies, including:
o filing of the amendment to our Articles of Incorporation with the
South Carolina Secretary of State, in accordance with South
Carolina law; and
o complying with federal and state securities laws, including filing
of this Proxy Statement on Schedule 14A and a transaction
statement on Schedule 13E-3 with the SEC.
37
Accounting Treatment
The accounting treatment of the Reclassification will be in accordance
with U.S. generally accepted accounting principles. For shares of common
stock surrendered by dissenters, additional paid-in capital will be reduced
by the amount paid for the shares.
Fees and Expenses
We will be responsible for paying the Reclassification related fees
and expenses, consisting primarily of fees and expenses of our attorneys
and accountants and other related charges. We estimate that our expenses
will total approximately $100,000, assuming the Reclassification is
completed. This amount consists of the following estimated fees:
Description Amount
------
Legal fees and expenses ................................. $ 75,000
Accounting fees and expenses ............................ 10,000
Edgarization, printing and mailing costs ................ 15,000
--------
Total ................................................... $100,000
|
We anticipate that these fees will be paid through cash-on-hand and, if
needed, through dividends from our subsidiary, GrandSouth Bank.
INFORMATION ABOUT THE SPECIAL MEETING OF SHAREHOLDERS
Time and Place
We are furnishing this Proxy Statement to our shareholders in
connection with our board's solicitation of proxies to be used at the
Special Meeting and at any adjournments of that meeting. The Special
Meeting is scheduled to be held at GrandSouth Bank, 381 Halton Road,
Greenville, South Carolina 29607 at ____ local time, on ____________, 2009.
Our telephone number is (864) 770-1000.
Record Date, Shares Outstanding, and Mailing Date
You are only entitled to notice of and to vote at the Special Meeting
if you were a record shareholder of our common stock on _____________, 2009
(the record date). On that date, ______________shares of our common stock,
no par value per share were outstanding. Each share outstanding will be
entitled to one vote upon each matter submitted at the meeting. We first
mailed this proxy statement and the enclosed form of proxy to our
shareholders on or about ___________, 2009.
Proposals to be Considered
At the Special Meeting, shareholders will be asked to vote upon the
following matters:
1. Reclassification of Stock. An amendment to our articles of
incorporation to reclassify certain of our shares of existing
common stock into Series A Preferred Stock for the purpose of
discontinuing the registration of our common stock under the
Exchange Act.
2. Adjournment. To approve an adjournment of the special meeting, if
necessary, to solicit additional proxies in the event there are
insufficient votes present at the Special Meeting, in person or
by proxy, to approve the Amendment.
3. Other Business. To transact such other business as may properly
come before the special meeting or any adjournment of the special
meeting.
The full text of the Amendment to our Articles of Incorporation is
attached as Appendix A to this Proxy Statement.
38
Dissenters' Rights
Shareholders are or may be entitled to assert dissenters' rights under
Chapter 13 of the South Carolina Business Corporation Act if: (i) you do
not vote in favor of the proposed amendment to our Articles of
Incorporation, (ii) you elect to dissent, and perfect your dissenters'
rights, (iii) the amendment to our Articles of Incorporation is approved by
our shareholders, and (iv) we make the required filing to amend our
Articles of Incorporation. A copy of Chapter 13 of the South Carolina
Business Corporation Act is attached as Appendix B to this Proxy Statement.
You must strictly comply with the requirements of Chapter 13 in order to
exercise your dissenters' rights. Please read Chapter 13 of the South
Carolina Business Corporation Act and the section entitled " Dissenters'
Rights" beginning on page __ of the Proxy Statement in their entirety for
complete disclosure about your dissenters' rights.
Quorum
A majority of the shares entitled to be voted at the Special Meeting
constitutes a quorum. If a share is represented for any purpose at the
Special Meeting by the presence of the registered owner or a person holding
a valid proxy for the registered owner, it is deemed to be present for
purposes of establishing a quorum. Therefore, valid proxies which are
marked "Abstain" or "Withhold" and shares that are not voted, including
proxies submitted by brokers that are the record owners of shares
(so-called "broker non-votes"), will be included in determining the number
of votes present or represented at the Special Meeting.
If a quorum is not present or represented at the meeting, the
shareholders entitled to vote, present in person or represented by proxy,
have the power to adjourn the meeting from time to time. If the meeting is
to be reconvened within thirty days, no notice of the reconvened meeting
will be given other than an announcement at the adjourned meeting. If the
meeting is to be adjourned for thirty days or more, notice of the
reconvened meeting will be given as provided in the Bylaws. At any
reconvened meeting at which a quorum is present or represented, any
business may be transacted that might have been transacted at the meeting
as originally noticed. Please see also "Authorization to Adjourn."
Vote Required and Method of Counting Votes
If a quorum is present at the Special Meeting, the Amendment will
require the affirmative vote of two-thirds of our outstanding common stock,
or at least 2,382,463 shares. Our directors and executive officers own
approximately 32.2% of our outstanding shares, and they have indicated that
they intend to vote their shares "FOR" the Amendment. If a quorum is
present, all other matters that may be considered and acted upon at the
Special Meeting, including the proposal to authorize adjournment of the
meeting to allow time for further solicitation of proxies, will be approved
if the number of shares of common stock voted in favor of the matter
exceeds the number of shares of common stock voted against the matter.
Only shares affirmatively voted for approval of the Amendment,
including proxies properly executed by shareholders of record that do not
contain voting instructions, will be counted in favor of the proposal. A
record shareholder's failure to execute and return a proxy card or
otherwise to vote at the special meeting will have the same effect as a
vote "AGAINST" the Amendment. If a record shareholder abstains from voting,
the abstention will also have the effect of a vote "AGAINST" the Amendment.
Additionally, failure of a shareholder whose shares are held in street name
to complete and return voting instructions as required by the broker or
other nominee that holds such shares of record will have the same effect as
a vote "AGAINST" the Amendment.
Accordingly, our Board of Directors urges you to complete, date, and
sign the accompanying proxy form, or such other document as your broker or
other nominee instructs you to use if your shares are held in "street
name," and return it promptly in the enclosed, postage-paid envelope.
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Voting by Record Shareholders
If you hold your shares of record in your own name, you can vote your
shares by marking the enclosed proxy form, dating it, signing it, and
returning it to us in the enclosed postage-paid envelope. If you are a
shareholder of record and sign, date, and return your proxy card without
indicating how you want to vote, your proxy will be voted "FOR" approval of
the Amendment, and "FOR" approval of the proposal to authorize adjournment.
If you are a shareholder of record, you can also attend the Special Meeting
and vote in person.
Voting by Shareholders whose Shares are held in "Street Name"
If you hold your shares in street name with a broker or other nominee,
you can direct their vote by submitting voting instructions to your broker
or nominee in accordance with the procedure on the voting card provided by
your broker or nominee. If you hold your shares in street name, you may
attend the Special Meeting, but you may not vote in person without a proxy
appointment from a shareholder of record.
Brokers or other nominees will not have the authority to vote shares
they hold for you in street name on the Amendment unless you give them
specific instructions on how to vote following the directions they have
provided to you with this Proxy Statement. Although valid proxies submitted
by brokers or other nominees that hold shares in street name as record
owners and as to which no vote is marked (so-called "broker non-votes"),
will be included in determining the number of votes present or represented
at the Special Meeting for purposes of determining a quorum, the shares
will not be voted on the Amendment, and will have the same effect as votes
"AGAINST" the Amendment.
Revocation of Proxy by Record Shareholder
If you hold your shares of record in your own name and execute and
deliver a proxy, you may revoke the proxy at any time before it is voted by
any of the following methods:
o by mailing or delivering written notice of revocation to
GrandSouth Bancorporation, 381 Halton Road, Greenville, South
Carolina 29607, Attention: Corporate Secretary;
o by submitting a proxy having a later date;
o by appearing at the meeting and giving notice of revocation to
the corporate officers responsible for maintaining the list of
shareholders; or
o by giving notice of such revocation in open meeting of the
shareholders.
Written notice of your revocation of a proxy or delivery of a later
dated proxy will be effective when we receive it. Your attendance at the
Special Meeting will not in itself, constitute revocation of a proxy.
However, if you are a record shareholder and desire to do so, you may
attend the meeting and vote in person, in which case the proxy will not be
used.
Revocation of Proxy by Shareholders whose Shares are held in "Street Name"
If your shares are held in street name with a broker or other nominee
you may change or revoke your proxy instructions only by submitting new
voting instructions to the broker or other nominee in accordance with the
procedures provided by the broker or other nominee.
Actions to be Taken by the Proxies
Our Board of Directors selected the persons named as proxy agents on
the enclosed proxy form. When the form of proxy enclosed is properly
executed and returned, the shares it represents will be voted at the
meeting. In each case where you have appropriately specified how the proxy
is to be voted, it will be voted in accordance with your specifications. If
you are a shareholder of record and you return a properly executed proxy
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card that does not contain voting instructions, the proxy agents will vote
your shares "FOR" approval of the Amendment to our Articles of
Incorporation, and "FOR" approval of the proposal to authorize adjournment.
Our Board of Directors is not aware of any other matters that may be
presented for action at the Special Meeting of Shareholders, but if other
matters do properly come before the meeting, the persons named in the proxy
intend to vote on such matters in accordance with their best judgment.
Solicitation of Proxies
Proxies are being solicited by our board of directors, and we will pay
all costs for such solicitation and other expenses associated with the
Special Meeting. The only method of solicitation we currently plan to use,
other than the mail, is personal contact, including by telephone, or other
electronic means by our directors, officers and regular employees, who will
not be specially compensated. We may, however, subsequently decide to use
paid proxy solicitors if we determine it would be helpful to do so. We do
not believe the cost of such solicitors would be significant. We intend to
request that brokerage houses, nominees, fiduciaries and other custodians
forward solicitation materials to beneficial owners of our common stock and
obtain their voting instructions, if necessary, and we will reimburse them
for their expenses.
PROPOSAL NO. 1: APPROVAL OF THE RECLASSIFICATION OF SHARES
Proposal No. 1 is the proposed Amendment to our Articles of
Incorporation that will effect a reclassification of our capital stock
through an exchange of shares of common stock for shares of Series A
Preferred Stock as described more fully below. Our board of directors
unanimously recommends that shareholders vote "FOR" Proposal No. 1 to amend
the Company's Articles of Incorporation to effect the Reclassification.
Proposal No. 1 provides for the reclassification of some shares of the
Company's common stock into shares of Series A Preferred Stock.
Shareholders owning fewer than 2,001 shares of the Company's common stock
will receive one share of Series A Preferred Stock for each share of common
stock they own at the close of business on the effective date of the
Reclassification, which is the date on which articles of amendment
containing the proposed Amendment to our Articles of Incorporation are
filed with the Secretary of State of South Carolina. All other shares of
common stock will remain outstanding.
DETERMINATION OF SHARES "HELD OF RECORD"
Shareholders who are the "record holders" of fewer than 2,001 shares
of common stock will receive one share of Series A Preferred Stock for each
share of common stock they own on the effective date of the
Reclassification. A record holder of 2,001 or more shares will be
unaffected. Because SEC rules require that we count "record holders" for
purposes of determining our reporting obligations, Proposal No. 1 is based
on the number of shares held of record without regard to the ultimate
control of the shares.
A shareholder "of record" is the shareholder whose name is listed on
the front of the stock certificate, regardless of who ultimately has the
power to vote or sell the shares. For example, if a shareholder holds four
separate certificates (individually, as a joint tenant with someone else,
as trustee, and in an IRA), those certificates represent shares held by
four different record holders, even if a single shareholder controls the
voting or disposition of those shares. Similarly, shares held by a broker
in "street name" on a shareholder's behalf are held of record by the
broker.
As a result, a single shareholder with 2,001 or more shares held in
various accounts could receive Series A Preferred Stock in the
Reclassification for all of his or her shares if those accounts
individually hold fewer than 2,001 shares. To avoid this, the shareholder
could either consolidate his or her ownership into a single form of
ownership representing 2,001 or more shares, or acquire additional shares
in the market prior to the effective date of the Reclassification, or place
all of the shares into a "street name" account with a holder holding at
least 2,001 shares. Additionally, a shareholder who holds fewer than 2,001
shares of common stock in "street name" may be unaffected by the
Reclassification if the broker holds an aggregate of 2,001 or more shares.
41
IMPLEMENTATION AFTER THE SPECIAL MEETING
Legal Effectiveness
As soon as practicable after the Special Meeting, provided that
shareholders approve the Amendment to our Articles of Incorporation, we will
file the Amendment with the South Carolina Secretary of State. The
Reclassification will be effective upon the filing of the Amendment with the
South Carolina Secretary of State. After the Amendment has been filed with the
South Carolina Secretary of State, we will send those shareholders whose shares
of common stock are being converted to Series A Preferred Stock a letter of
transmittal that will inform those shareholders how to receive new stock
certificates for their Series A Preferred Stock.
Under South Carolina law, our board of directors is permitted to
abandon the Reclassification after shareholder approval but prior to filing the
Amendment to our Articles of Incorporation with the South Carolina Secretary of
State. We have no plans to do so unless there are excessive numbers of shares
exercising dissenters' rights or the effect of the Reclassification would not
result in the anticipated number of shareholders for each class that would
permit deregistration without a substantial risk of being later required to
reregister. If the Reclassification is not completed, whether due to a failure
to be approved by our shareholders or a decision by our Board of Directors to
abandon, we will continue our current operations, and we will continue to be
subject to the reporting requirements of the SEC.
Upon consummation of the Reclassification, those record shareholders
owning less than 2,001 shares of our common stock at the effective time of the
Reclassification will automatically have their stock holdings converted from
common stock to Series A Preferred Stock on a one share for one share basis.
Upon consummation of the Reclassification, those record shareholders owning
2,001 or more shares of common stock prior to the Reclassification will retain
those common shares after the Reclassification.
Exchange of Certificates
The letter of transmittal will provide the means by which
shareholders will surrender their common stock certificates and obtain their
Series A Preferred Stock. If certificates evidencing GrandSouth Bancorporation
common stock have been lost or destroyed, we may, in our sole discretion, accept
a duly executed affidavit and indemnity agreement of loss or destruction in a
form satisfactory to us in lieu of the lost or destroyed certificate. If a
certificate is lost or destroyed, the shareholder will be required to submit, in
addition to other documents, a bond or other security, satisfactory to the
board, indemnifying us and all other persons against any losses incurred as a
consequence of the issuance of a new stock certificate. Shareholders whose
certificates have been lost or destroyed should contact the company as soon as
possible. Additional instructions regarding lost or destroyed stock certificates
will be included in the letter of transmittal that will be sent to shareholders
after the Reclassification becomes effective.
PROPOSAL NO. 2: TO AUTHORIZE ADJOURNMENT TO SOLICIT ADDITIONAL PROXIES
Proposal No. 2 is a proposal to approve an adjournment of the Special
Meeting, if necessary, to solicit additional proxies in the event there are
insufficient votes present at the Special Meeting, in person or by proxy, to
approve the Amendment to our Articles of Incorporation. Under South Carolina
law, a shareholders meeting may be adjourned and reconvened one or more times to
a later date for any reason. If the new time and place at which the meeting will
be reconvened are announced at the meeting before the adjournment, no further
notice of the reconvened meeting is required to be given unless the adjournment
is for more than 120 days. Even if a quorum is not present, shareholders who are
represented at a meeting may approve an adjournment of the meeting.
If a quorum is not present at the special meeting, or if there are
insufficient shares of our common stock represented at the special meeting, in
person or by proxy, to vote on or to approve the Amendment, our management
likely will propose to adjourn the meeting until a later date and time to allow
time to solicit additional proxy cards needed to establish a quorum or
additional votes needed to approve the Amendment. In that event, a proposal
would be submitted to the shareholders represented at the special meeting to
adjourn the meeting and reconvene it at a later date.
42
Shareholders who sign a proxy card and return it to us will be
authorizing the persons named as proxy agents to vote their shares
according to the proxy agents' best judgment on matters incident to the
conduct of the special meeting, including routine adjournments of the
meeting. That authority will permit the proxy agents to vote shares in
favor of an adjournment if a quorum is not present at the meeting, or if an
adjournment is needed for most other purposes. However, that general
authority may not permit the proxy agents to vote shares in favor of an
adjournment for the purpose of soliciting additional votes needed to
approve the Amendment. Therefore, a separate proposal is included in the
proxy card which accompanies this proxy statement in which you are asked to
give instructions to the proxy agents on how your shares should be voted in
the event a proposal is submitted to adjourn the meeting to allow
additional time to solicit votes needed to approve the Amendment.
If you vote in favor of this proposal, you will authorize the proxy
agents to vote your shares in favor of one or more adjournments of the
special meeting for up to a total of 120 days, if necessary, to allow
additional time to solicit votes needed to approve the Amendment. The
general authority given to the proxy agents in your proxy card to vote your
shares on matters incident to the conduct of the special meeting will
authorize them to vote your shares according to their best judgment on
adjournments for any other reason.
Our board of directors recommends that you vote "FOR" the proposal to
authorize adjournment of the special shareholders' meeting to allow time,
if needed, for the further solicitation of proxies to approve the
Amendment.
DESCRIPTION OF CAPITAL STOCK
The summary descriptions of our equity securities set forth below are
qualified in their entirety by reference to our Articles of Incorporation,
as amended.
Common Stock
We currently have 20,000,000 shares of authorized voting common stock,
no par value per share. As of the record date, we had 550 registered
shareholders of record and 3,573,695 shares of common stock outstanding.
The outstanding shares of common stock are fully paid and nonassessable.
The holders of our common stock have one vote per share in all proceedings
in which action shall be taken by our shareholders.
Rights to dividends
We paid dividends in the annual amount of $0.08 per share to all
holders of common stock in 2006, 2007 and 2008, and $0.04 per share to date
in 2009. The holders of our common stock are entitled to dividends when,
as, and if declared by our Board of Directors out of funds legally
available for dividends. The payment of any such dividends is subject to
the rights granted to holders of the shares of the Series T Preferred
Stock, the Series W Preferred Stock, and the Series A Preferred Stock to be
issued in the Reclassification, discussed below, as well as to the holders
of our junior subordinated debt. We are not required to pay any dividends
on our common stock. No dividend can be paid to the holders of the common
stock if we have deferred interest payments on our junior subordinated debt
or are in arrears with respect to dividend payments on our Series T and
Series W Preferred Stock and unless dividends are also paid to the holders
of the Series A Preferred Stock. Under South Carolina law, dividends may be
legally declared or paid by the Company only if, after their payment, we
can pay our debts as they come due in the usual course of business, and
then only if our total assets equal or exceed the sum of our liabilities.
For additional information regarding the ability of the Bank to pay
dividends and the regulatory and statutory limitations on that ability,
please refer to "Market Price of GrandSouth Bancorporation Common Stock and
Dividend Information - Dividends" on page ___.
General voting rights and requirements
The holders of our common stock have general voting control over the
Company. All of our directors are elected annually by a plurality of the
votes cast by shares present and entitled to vote at a meeting at which a
43
quorum is present. We do not have a classified board. Except for such
greater voting requirements as may be required by law or our articles of
incorporation and except for the election of directors, all other matters
acted upon by the shareholders will be approved if a quorum is present and
the number of shares voted in favor of the matter exceeds the number of
shares voted against the matter. Our common stock does not have cumulative
voting rights. In the event the Series A Preferred Stock is entitled to
vote, the common stock votes together with the Series A Preferred Stock
unless the matter being voted on would change the rights of the Series A
Preferred Stock in which case it would vote as a separate group. The Series
T and Series W Preferred Stock have a limited right to vote to elect two
additional directors if our dividend payments with respect to those series
have not been made for six quarters, as well as in certain situations
involving changes in the rights of those series.
Rights upon liquidation
In the event of our voluntary or involuntary liquidation or
dissolution, or the winding-up of our affairs, our assets will be applied
first to the payment, satisfaction and discharge of our existing debts and
obligations, including the necessary expenses of dissolution or
liquidation, then to the liquidation value of any outstanding Series T and
Series W Preferred Stock ($1,000.00 plus unpaid dividends per share), and
then pro rata to the holders of our common stock and holders of Series A
Preferred Stock.
No Preemptive Rights
Our shareholders do not have preemptive rights with respect to the
issuance of additional shares, options or rights to any class of our stock.
As a result, the directors may sell additional authorized shares of our
common stock without first offering them to existing shareholders and
giving them the opportunity to purchase sufficient additional shares to
prevent dilution of their ownership interests.
Conversion; Redemption; Sinking Fund
None of our common stock is convertible, has any redemption rights or
is entitled to any sinking fund.
Preferred Stock
Our Articles of Incorporation authorize us to issue up to 20,000,000
shares of preferred stock in one or more series with such preferences,
limitations and relative rights as our board of directors may determine.
Our Board of Directors has previously designated 9,000 shares of our
preferred stock as Series T, 451 shares as Series W, and 500,000 shares as
Series A. All 9,000 shares of the Series T Preferred Stock and 450 shares
of the Series W Preferred Stock have been issued to the U. S. Department of
the Treasury and are currently outstanding. The amendment to our Articles
of Incorporation that you will consider at the Special Meeting will provide
for the reclassification of shares of common stock held by shareholders who
own less than 2,001 shares of common stock into shares of Series A
Preferred Stock. The Reclassification will be made on the basis of one
share of Series A Preferred Stock for each share of common stock held.
As to the remaining authorized shares of Series A Preferred Stock and
the remaining preferred stock which will not be issued in the
Reclassification, our Board of Directors has the authority, without
approval of our shareholders, from time to time to authorize the issuance
of such stock for such consideration as our Board of Directors may
determine; provided, however, the affirmative vote of 66?% of any then
outstanding Series T and Series W Preferred Stock would be required to
authorize issuance of any shares that would rank senior to the Series T and
Series W Preferred Stock.
Although our Board of Directors has no intention at the present time
of doing so, it could cause the issuance of any additional shares of Series
A Preferred Stock or other authorized preferred stock that could discourage
an acquisition attempt or other transactions that some, or a majority of,
the shareholders might believe to be in their best interests, or in which
the shareholders might receive a premium for their shares of common stock
over the market price of such shares.
44
Series T Preferred Stock
General
We have authorized and issued 9,000 shares of Fixed Rate Cumulative
Perpetual Preferred Stock, Series T ("Series T Preferred Stock"). Those
shares are fully paid and nonassessable.
Rank
The Series T Preferred Stock ranks senior to the common stock, the
Series A Preferred Stock, and to all other classes of equity securities of
the Company, other than any other series of preferred stock or classes or
class of equity securities that we subsequently issue ranking on a parity
with, or senior to the Series T Preferred Stock (which includes the Series
W Preferred Stock discussed below). The relative rights and preferences of
the Series T Preferred Stock may be subordinated to the relative rights and
preferences of holders of subsequent issues of other series of preferred
stock and equity securities designated by our Board of Directors, but only
if issuance of such securities is approved by the holder or holders of 66?%
of any Series T Preferred Stock and Series W Preferred Stock then
outstanding, voting as a group. The Series T Preferred Stock is junior to
indebtedness issued from time to time by the Company, including notes,
debentures and our outstanding junior subordinated debentures.
Dividend Rights
Holders of Series T Preferred Stock are entitled to receive annual
dividends equal to 5% of the redemption value of the Series T Preferred
Stock. After the fifth anniversary of the issuance of the Series T
Preferred Stock the annual dividend rate increases from 5% to 9%. The
dividends are payable in quarterly installments and unpaid dividends on the
Series T Preferred Stock will accumulate to future periods, will compound,
and will represent a contingent liability. Under South Carolina law,
dividends may be legally declared or paid by the Company only if, after
their payment, we can pay our debts as they come due in the usual course of
business, and then only if our total assets equal or exceed the sum of our
liabilities. Further, our Series T Preferred Stock imposes restrictions on
our ability to pay cash dividends on our common stock and Series A
Preferred Stock if payments of interest or dividends have not been made as
scheduled. Likewise, our junior subordinated debt restricts our ability to
pay dividends on any of our series of preferred stock and our common stock
if scheduled interest payments have not been made as scheduled.
For additional information regarding the ability of the Company and
the Bank to pay dividends and the regulatory and statutory limitations on
that ability, please refer to "Market Price of GrandSouth Bancorporation
Common Stock and Dividend Information - Dividends" on page ___.
Voting Rights
Holders of Series T Preferred Stock have no general voting rights
except as described below. If the Company is in arrears as to six quarterly
dividend payments, the Series T Preferred Stock, voting as a group with the
Series W Preferred Stock, has the right to elect two additional directors
to our Board of Directors. Holders of the Series T Preferred Stock, voting
as a group with the Series W Preferred Stock, have the right to vote with
respect to (i) authorization of any class of stock ranking senior to the
Series T and Series W Preferred Stock; (ii) any amendment to the Articles
of Incorporation that would adversely affect the Series T and Series W
Preferred Stock; and (iii) any share exchange, reclassification, merger, or
consolidation that would adversely affect the Series T and Series W
Preferred Stock. The vote required for any such transaction would be 66?%
of such shares outstanding. The Series T and Series W Preferred Stock are
also entitled to vote on other matters required by law. On those matters on
which the holders of the Series T Preferred Stock are entitled to vote, the
holders have the right to one vote for each such share, and are entitled to
receive notice of any shareholders' meeting held to act upon such matters
in accordance with our bylaws. Except as may otherwise be provided for by
law, the holders of Series T Preferred Stock vote together with the holders
of the Series W Preferred Stock on matters to which they are entitled to
vote.
45
Liquidation Rights
In the event of any voluntary or involuntary liquidation, dissolution
or winding-up of the Company, holders of Series T Preferred Stock are
entitled, after the payment of all of the Company's debt and other
obligations, to a distribution equal to $1,000 plus any accrued but unpaid
dividends per share prior to any distribution of assets of the Company to
the holders of our common stock or our Series A Preferred Stock.
Preemptive or Anti-Dilutive Rights
Holders of Series T Preferred Stock do not have any preemptive rights
to purchase any additional shares of Series T Preferred Stock or shares of
any other class of our capital stock that may be issued in the future or
any protection from having their interest in the Company economically
diluted through the issuance of additional shares of stock.
Redemption
The Series T Preferred Stock may not be redeemed for a period of three
years from the date of issue, except with the proceeds from one or more
cash sales of common or preferred stock that qualify as and may be included
in our Tier 1 capital, which sales result in aggregate gross proceeds to us
of not less than $2,250,000. After the third anniversary of the date of
issue, the Senior Preferred Stock may be redeemed, in whole or in part, at
any time and from time to time, at our option. All redemptions of the
Senior Preferred Stock will be at $1,000 per share, plus any accrued and
unpaid dividends, and will be subject to the approval of the Federal
Reserve.
Conversion; Sinking Fund
The Series T Preferred Stock is not convertible or subject to any
sinking fund, or other similar provisions.
Series W Preferred Stock
General
We have authorized 451 shares and issued 450 shares of Fixed Rate
Cumulative Perpetual Preferred Stock, Series W ("Series W Preferred
Stock"). The issued shares are fully paid and nonassessable. The terms of
this series of preferred stock are nearly identical to the terms of the
Series T Preferred Stock, except that the Series W Preferred Stock pays
cumulative dividends at a rate of 9% per year, may not be redeemed while
any shares of the Series T Preferred Stock are outstanding, and may not be
redeemed within the first three years of issuance except with proceeds from
one or more cash sales of our common or preferred stock that qualify as and
may be included in our Tier 1 capital, which sales result in gross proceeds
to us of not less than $112,500.
Series A Preferred Stock
General
We have authorized 500,000 shares of Series A Preferred Stock. The
shares of Series A Preferred Stock to be issued in the Reclassification
will be fully paid and nonassessable shares of Series A Preferred Stock.
Rank
The Series A Preferred Stock is subordinate to our Series T Preferred
Stock and Series W Preferred Stock and, with respect to dividend rights
only, ranks senior to the common stock and to all other classes and series
of equity securities of the Company, other than any other series of
preferred stock or classes or class of equity securities that we
subsequently issue ranking on a parity with, or senior to the Series A
Preferred Stock, as to dividend rights. The relative rights and preferences
of the Series A Preferred Stock may be subordinated to the relative rights
and preferences of holders of subsequent issues of other series of
preferred stock and equity securities designated by our Board of Directors.
The Series A Preferred Stock is junior to indebtedness issued from time to
time by the Company, including notes, debentures and our outstanding junior
subordinated debentures.
46
Dividend Rights
In the event that dividends are paid on our common stock, holders of
Series A Preferred Stock shall be entitled to receive dividends which are
105% of the dividends paid on our common stock. We are not required to pay
any dividends on the Series A Preferred Stock, and dividends will not
cumulate, and any dividends on the Series A Preferred Stock will not
accumulate to future periods and will not represent a contingent liability.
Under South Carolina law, dividends may be legally declared or paid by the
Company only if, after their payment, we can pay our debts as they come due
in the usual course of business, and then only if our total assets equal or
exceed the sum of our liabilities. Further, pursuant to their respective
terms, our junior subordinated debt and our Series T and Series W Preferred
Stock impose restrictions on our ability to pay dividends on our common
stock and Series A Preferred Stock if payments of interest or dividends
have not been made as scheduled.
For additional information regarding the ability of the Company and
the Bank to pay dividends and the regulatory and statutory limitations on
that ability, please refer to "Market Price of GrandSouth Bancorporation
Common Stock and Dividend Information - Dividends" on page ___.
Voting Rights
Holders of Series A Preferred Stock shall have no general voting
control over the Company and shall be entitled to vote only upon any
merger, share exchange, sale of substantially all of the assets, voluntary
dissolution of the Company, and as otherwise required by law. On those
matters on which the holders of the Series A Preferred Stock are entitled
to vote, the holders have the right to one vote for each such share, and
are entitled to receive notice of any shareholders' meeting held to act
upon such matters in accordance with our bylaws. Except as may otherwise be
provided for by law, the holders of Series A Preferred Stock vote together
with the holders of common stock on matters on which they are entitled to
vote.
Liquidation Rights
Holders of Series A Preferred Stock are entitled to a distribution of
assets of the Company in the event of any voluntary or involuntary
liquidation, dissolution or winding-up of the Company, on the same basis as
the holders of common stock.
Preemptive Rights
Holders of Series A Preferred Stock do not have any preemptive rights
to purchase any additional shares of Series A Preferred Stock or shares of
any other class of our capital stock that may be issued in the future or
any protection from having their interest in the Company economically
diluted through the issuance of additional shares of stock.
Conversion Rights
The shares of Series A Preferred Stock are automatically converted to
shares of common stock at a one-for-one ratio in the event of a change in
control of the Company. The shares are not convertible otherwise.
Redemption; Sinking Fund
The Series A Preferred stock is not subject to any mandatory
redemption, sinking fund, or other similar provisions.
Additional Rights of our Common Stock and Preferred Stock
Mergers, Consolidations, Exchanges, Sales of Assets or Dissolution
Our Articles of Incorporation provide that, with respect to any plan
of merger, consolidation or exchange or any plan for the sale of all, or
47
substantially all, of our property and assets, with or without the good
will, or any resolution to dissolve us, which plan or resolution shall not
have been adopted by the affirmative vote of at least two-thirds of our
full Board of Directors, such plan or resolution must be approved by the
affirmative vote of holders of 80% of our outstanding shares. If at least
two-thirds of the full Board of Directors approves any such plan or
resolution, the plan or resolution need only be approved by the affirmative
vote of holders of two-thirds of our outstanding shares. Consequently,
unless two-thirds of our directors favor such a plan or resolution, it may
be very difficult to effect any such transaction.
Statutory Matters
Business Combination Statute. The South Carolina Business Combinations
Statute provides that a 10% or greater shareholder of a resident domestic
corporation cannot engage in a "business combination" (as defined in the
statute) with such corporation for a period of two years following the date
on which the 10% shareholder became such, unless the business combination
or the acquisition of shares is approved by a majority of the disinterested
members of such corporation's board of directors before the 10%
shareholder's share acquisition date. This statute further provides that at
no time (even after the two-year period subsequent to such share
acquisition date) may the 10% shareholder engage in a business combination
with the relevant corporation unless certain approvals of the board of
directors or disinterested shareholders are obtained or unless the
consideration given in the combination meets certain minimum standards set
forth in the statute. The law is very broad in its scope and is designed to
inhibit unfriendly acquisitions but it does not apply to corporations whose
articles of incorporation contain a provision electing not to be covered by
the law. Our Articles of Incorporation do not contain such a provision. An
amendment of our Articles of Incorporation to that effect would, however,
permit a business combination with an interested shareholder although that
status was obtained prior to the amendment. Ordinarily, this statute would
only apply to us as long as we continue to have a class of securities
registered under Section 12 of the Securities Exchange Act of 1934.
However, we have specifically elected in our Articles of Incorporation to
make the provisions of the statute applicable to us whether or not we have
a class of securities so registered.
Control Share Acquisitions. The South Carolina law also contains
provisions that, under certain circumstances, would preclude an acquiror of
the shares of a South Carolina corporation who crosses one of three voting
thresholds (20%, 33-1/3% or 50%) from obtaining voting control with respect
to such shares unless a majority in interest of the disinterested
shareholders of the corporation votes to accord voting power to such
shares.
The legislation provides that, if authorized by the articles of
incorporation or bylaws prior to the occurrence of a control share
acquisition, the corporation may redeem the control shares if the acquiring
person has not complied with certain procedural requirements (including the
filing of an "acquiring person statement" with the corporation within 60
days after the control share acquisition) or if the control shares are not
accorded full voting rights by the shareholders. We are not authorized by
our Articles of Incorporation or Bylaws to redeem control shares.
The provisions of the Control Share Acquisitions Act only applies to
us as long as we have a class of securities registered under Section 12 of
the Securities Exchange Act of 1934.
Transactions Involving Our Securities.
During the past 60 days, we have not engaged in any transactions with
respect to any of our securities, and none of our directors or executive
officers has engaged in any such transactions.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In the ordinary course of its business, our Bank makes loans to,
accepts deposits from, and provides other banking services to our
directors, officers, principal shareholders, their associates and members
of such persons' immediate families. Loans are made on substantially the
same terms, including rates and collateral, as those prevailing at the time
for comparable transactions with other persons and do not involve more than
the normal risk of collectibility or present other unfavorable features.
Rates paid on deposits and fees charged for other banking services, and
other terms of these transactions, are also the same as those prevailing at
the time for comparable transactions with other persons. The aggregate
dollar amounts of such loans outstanding at December 31, 2008 and 2007 were
$3,963,000 and $2,427,000, respectively. None of such loans has been on
non-accrual status, 90 days or more past due, or restructured at any time.
The Bank expects to continue to enter into transactions in the ordinary
48
course of business on similar terms with directors, officers, principal
shareholders, their associates, and members of such persons' immediate
families.
From time to time, we may also enter into other types of business
transactions or arrangements for services with our directors, officers,
principal shareholders, or their associates and members of their immediate
families. These types of transactions or services might include, among
others, leases of real property and legal services. We would usually only
enter into such arrangements if we determine that the prices or rates
offered are comparable to those available to us from unaffiliated third
parties. We do not have written policies or procedures with respect to such
transactions.
We lease a lot at the corner of South Main Street and East Knight
Street in Fountain Inn, South Carolina. The lot is leased for 20 years for
$9,000 a year from Blake P. Garrett, Jr., Trustee, with four five-year
renewal options. Lease payments are subject to increase to reflect
increases in the Consumer Price Index. Blake P. Garrett, Jr., is the
brother of Mason Y. Garrett, Chairman of our Board of Directors, and the
uncle of Harold E. Garrett, one of our directors. Blake P. Garrett, Jr., is
trustee for the partnership which owns the property. Each of Baety O.
Gross, Jr., and J. Calhoun Pruitt, Jr., who are both our directors, from
time to time provide legal services to us, and we expect them to continue
to do so in the future.
During 2007, our Chief Executive Officer and Chairman of our Board
purchased from our Bank a 100% participation in two nonaccrual loans of an
unaffiliated borrower totaling $811,000. Our Bank has not made any
commitments or entered into any other agreements that would make it
contingently liable to repurchase the participated interest.
As of September 30, 2009, GrandSouth Bancorporation has options
outstanding to its directors, executive officers and employees to purchase
up to 332,692 shares of common stock under the 1998 Stock Option Plan and
the 2009 Stock Option Plan. The exercise prices of all options are not less
than the fair market value of the common stock on the date of grant.
Information about the number of options held by each of our directors and
executive officers is set forth under "Information about GrandSouth and its
Affiliates - Stock Ownership by Affiliates," beginning on page __. Other
than these options, neither GrandSouth Bancorporation nor any of its
affiliates are party to any agreement, arrangement, or understanding, with
respect to the securities of GrandSouth Bancorporation, including
agreements with respect to the transfer or voting of securities, joint
ventures, puts or calls, and the giving or withholding of proxies, consents
or authorizations.
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA
The following historical financial data is derived from, and qualified
by reference to, GrandSouth Bancorporation's audited Consolidated Financial
Statements and the Notes thereto, which are included in its Annual Report
on Form 10-K for the year ended December 31, 2008 and its Quarterly Report
on Form 10-Q for the six months ended June 30, 2009 and June 30, 2008, and
incorporated by reference into and delivered with this Proxy Statement. You
should read the selected financial data set forth below in conjunction with
the foregoing financial statements and notes and in the context of
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" included in the reports listed above. See Appendix C for this
comprehensive financial information.
49
As of and for the As of and for the
year ended Six months
(In thousands except per share data) December 31, Ended June 30,
------------ --------------
2008 2007 2009 2008
---- ---- ---- ----
Net interest income .............................................. $ 12,288 $ 12,924 $ 6,359 $ 6,486
Provision for loan losses ........................................ 2,880 1,045 1,850 715
Noninterest income ............................................... 754 662 456 394
Noninterest expense .............................................. 8,082 8,162 4,167 4,237
Income taxes ..................................................... 732 1,580 245 689
----------- ----------- ----------- -----------
Net earnings ..................................................... 1,348 2,799 553 1,239
Deductions for amounts not available to common shareholders ...... - - (276) -
----------- ----------- ----------- -----------
Net earnings available to common shareholders .................... 1,348 2,799 277 1,239
PER COMMON SHARE
Basic earnings per share ......................................... $ 0.39 $ 0.83 $ 0.08 $ 0.37
Diluted earnings per share ....................................... 0.39 0.77 0.08 0.35
Cash dividends declared .......................................... 0.08 0.08 0.04 0.04
Book value ....................................................... 6.82 6.82 6.52 6.90
AT PERIOD END
Loans, net ....................................................... 297,523 259,786 303,341 284,632
Earning assets
Assets ........................................................... 375,017 345,124 371,085 365,299
Deposits ......................................................... 310,885 305,639 296,829 301,042
Shareholders' equity ............................................. 24,356 22,467 32,767 23,318
Common shares outstanding ........................................ 3,574 3,381 3,574 3,381
AVERAGE BALANCES
Loans ............................................................ $ 282,857 $ 250,024 $ 306,129 $ 271,835
Earning assets ................................................... $ 349,687 $ 311,043 $ 359,910 $ 340,136
Assets ........................................................... $ 365,317 $ 326,367 $ 374,503 $ 355,369
Deposits ......................................................... $ 308,260 $ 293,223 $ 326,920 $ 312,051
Shareholders' equity ............................................. $ 23,899 $ 20,982 $ 33,415 $ 23,594
Weighted average shares outstanding .............................. 3,454,515 3,373,930 3,573,695 3,381,488
KEY PERFORMANCE RATIOS
Return on average assets ......................................... 0.37% 0.86% 0.36% 0.79%
Return on average shareholders' equity ........................... 5.64% 13.34% 4.03% 11.86%
Net interest margin .............................................. 3.51% 4.16% 3.56% 3.83%
Dividend payout ratio
Average equity to average assets ................................. 6.54% 6.43% 8.92% 6.64%
|
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
The following unaudited pro forma consolidated balance sheet as of June
30, 2009 (the "Pro Forma Balance Sheet"), and the unaudited pro forma
consolidated statements of operations for the year ended December 31, 2008 and
the six months ended June 30, 2009 (the "Pro Forma Statements of Operations"),
show the pro forma effect of the Reclassification. Pro forma adjustments to the
Pro Forma Balance Sheet are computed as if the Reclassification occurred at June
30, 2009, while the pro forma adjustments to the Pro Forma Statements of
Operations are computed as if the Reclassification were consummated on January
1, 2008 in the case of the Statement of Operations for the year ended December
31, 2008 and on January 1, 2009 in the case of the six months ended June 30,
2009. The following financial statements do not reflect any anticipated cost
savings that may be realized by GrandSouth after consummation of the
Reclassification.
50
The pro forma information does not purport to represent what
GrandSouth's results of operations actually would have been if the
Reclassification had occurred on any of the dates indicated above.
GRANDSOUTH BANCORPORATION
Pro Forma Consolidated Balance Sheet
June 30, 2009
(Dollars in thousands)
(Unaudited)
Pro Forma
Historical Pro Forma Adjustment Combined
---------- -------------------- --------
Debit Credit
----- ------
ASSETS
Cash and due from banks ................................... $ 9,847 $ 100(1) $ 9,747
Federal funds sold ........................................ - -
---------- -
Cash and cash equivalents ................................. 9,847 9,783
Certificates of Deposit ................................... 2,000 2,000
Securities available for sale ............................. 38,162 38,162
----------
Other investments ......................................... 1,999 1,979
Loans, net ................................................ 303,341 303,341
Premises and equipment, net ............................... 4,648 4,648
Other assets .............................................. 11,088 $ 36(1) 11,124
---------- ----------
Total assets .............................................. $ 371,085 $ 371,021
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Non-interest bearing ...................................... $ 14,407 $ 14,407
Interest bearing .......................................... 282,422 282,422
---------- ----------
Total deposits ............................................ 296,829 296,829
Accrued expenses and other liabilities .................... 3,742 3,742
Other borrowed funds ...................................... 37,747 37,747
---------- ----------
Total liabilities ......................................... 338,318 338,318
Shareholders' equity:
Series T Preferred Stock .................................. 7,607 7,607
Series W Preferred Stock .................................. 1,426 1,426
Series A Preferred Stock .................................. - $1,892(2) 1,892
Common stock .............................................. 19,997 $1,892(2) 18,105
Retained earnings ......................................... 4,165 $ 64(1) 4,101
.......................................................... (428) (428)
Accumulated other comprehensive income (loss) ---------- ----------
Total shareholders' equity ................................ 32,767 32,704
---------- ----------
Total liabilities and shareholders' equity ................ $ 371,085 $ 371,021
========== ==========
Shares outstanding (common and preferred) ................. 3,573,695 3,573,695
Common ................................................. 3,573,695 3,283,507
Series A Preferred ..................................... - 290,188
Series T and Series W Preferred ........................ 9,450 9,450
|
Adjustments
(1) Assumes cost of the transaction is $100,000 including filing, legal and
other fees and costs.
(2) Assumes the issuance of 290,188 shares of Series A Preferred Stock, issued
in exchange for 290,188 shares of common stock.
51
GRANDSOUTH BANCORPORATION
Pro Forma Consolidated Statements of Income
For the Year Ended December 31, 2008
(In thousands, except per share data)
(Unaudited)
Historical Pro Forma Adjustment Pro Forma
---------- -------------------- ---------
Interest income .............................................. $ 24,643
Interest expense ............................................. (12,355)
--------
Net interest income .......................................... 12,288
Provision for loan losses .................................... (2,880)
Non-interest income .......................................... 754
Non-interest expense ......................................... (18,082) (100) (8,182)
-------- -------
Earnings before taxes ........................................ 2,080 1,980
Income tax expense ........................................... (732) 36 (696)
-------- --------
Net income ................................................... $ 1,348 (64) $ 1,284
======== ========
Basic earnings per common share .............................. $ 0.39 (0.02) $ 0.37
Diluted earnings per common share ............................ $ 0.39 (0.02) $ 0.37
|
GRANDSOUTH BANCORPORATION
Pro Forma Consolidated Statements of Income
For the Six Months Ended June 30, 2009
(In thousands, except per share data)
(Unaudited)
Historical Pro Forma Adjustment Pro Forma
---------- -------------------- ---------
Interest income ........................................... $ 11,039
Interest expense .......................................... (4,680)
----------
Net interest income ....................................... 6,359
Provision for loan losses ................................. (1,850)
Non-interest income ....................................... 456
Non-interest expense ...................................... (4,167) (100) (4,267)
---------- -------
Earnings before taxes ..................................... 798 698
Income tax expense ........................................ (245) 36 (209)
---------- -------
Net income ................................................ $ 553 (64) $ 489
========== =======
Net amortization (accretion) ......................... (43) (43)
Dividends declared and unpaid ........................ (233) (233)
----------
Net income available to common shareholders .............. 277 213
-------
Basic earnings per common share ........................... $ 0.08 (0.02) $ 0.06
Diluted earnings per common share ......................... $ 0.08 (0.02) 0.06
|
52
MARKET PRICE OF GRANDSOUTH BANCORPORATION
COMMON STOCK AND DIVIDEND INFORMATION
The Company's common stock trades privately and over the counter and
over the counter trades are reported on the OTC Bulletin Board (the "OTCBB")
under the symbol "GRRB." Although trading in the Company's stock is limited
(only 21,600 shares were reported traded in 2008 and only 17,100 have been
reported to date in 2009), the following table shows the reported high and low
bid prices of the Company's common stock reported by the OTCBB for the periods
shown. The prices reflect inter-dealer prices, without retail mark-up, mark-down
or commission and may not represent actual transactions.
Years ended December 31,
------------------------
2009 2008 2007
---- ---- ----
Low High Low High Low High
--- ---- --- ---- --- ----
First Quarter ........................ $ 4.05 $ 6.00 $ 10.00 $ 11.00 $ 16.75 $ 19.05
Second Quarter ....................... $ 3.10 $ 4.90 $ 9.00 $ 10.75 $ 12.00 $ 17.00
Third Quarter ........................ - - $ 5.00 $ 9.75 $ 11.02 $ 12.20
Fourth Quarter ....................... - - $ 4.05 $ 8.00 $ 9.50 $ 12.00
|
As of September 18, 2009, there were approximately 550 shareholders of
the Company's common stock, excluding individual participants in security
position listings.
In each of 2008 and 2007, the Company paid cash dividends of $.08 per
share, and has paid cash dividends of $.04 per share through June 30, 2009. The
dividend policy of the Company, as well as the Bank, is subject to the
discretion of their respective Boards of Directors and depends upon a number of
factors, including earnings, financial condition, cash needs and general
business conditions, as well as applicable regulatory considerations. South
Carolina banking regulations restrict the amount of cash dividends that can be
paid to the Company by the Bank, and all of the Bank's cash dividends to the
Company are subject to the prior approval of the South Carolina Commissioner of
Banking. See "Description of Capital Stock - Common Stock - Rights to Dividends"
for further information about limitations on our rights to pay dividends.
Securities Authorized for Issuance Under Equity Compensation Plans
We maintain stock option plans for the benefit of directors, officers
and employees. The 2009 Stock Option Plan was adopted by the shareholders at the
2009 Annual Meeting of Shareholders, and reserves a total of 275,000 shares for
issuance under the plan. The plan provides for the grant of both incentive stock
options and non-qualified stock options. Options may be granted pursuant to the
plan to persons who are directors, officers or employees of our Company or any
subsidiary at the time of grant. The 1998 Stock Option Plan was originally
adopted by the shareholders of GrandSouth Bank at the 1998 annual meeting of
shareholders, and was assumed by us upon our acquisition of the Bank. The Plan
was amended at the 2005 Annual Meeting of Shareholders to increase the number of
shares of our common stock reserved for issuance under the plan. The 1998 Plan
has terminated according to its terms, and no further options may be issued
pursuant to it. However, options remain outstanding under the plan, which may be
exercised until the earlier of ten years from the date of grant or such earlier
date as is set forth in the option agreement.
Prior Public Offerings and Stock Purchases
We have not made an underwritten public offering of our common stock
during the past three years, nor have we made any purchases of shares of our
common stock during the past two years, although members of our Board of
Directors and executive officers have made the following open market purchases
since January 1, 2007 through August 25, 2009:
53
Total # of Price Range
Shares ----------- Avg. Price
Year Purchased High Low Per Share
--------- ---- ------ ---------
2007: First Quarter ................................ 0 $ - $ - $ -
Second Quarter ............................... 0 $ - $ - $ -
Third Quarter ................................ 0 $ - $ - $ -
Fourth Quarter ............................... 2,200 $11.00 $10.50 $10.96
2008: First Quarter ................................ 0 $ - $ - $ -
Second Quarter ............................... 0 $ - $ - $ -
Third Quarter ................................ 0 $ - $ - $ -
Fourth Quarter ............................... 1,466 $ 7.00 $ 6.00 $ 6.49
2009: First Quarter ................................ 1,806 $ 6.04 $ 5.06 $ 5.76
Second Quarter ............................... 940 $ 6.07 $ 5.50 $ 5.80
Third Quarter ................................ 1,412 $ 4.90 $ 4.03 $ 4.72
|
INFORMATION ABOUT GRANDSOUTH AND ITS AFFILIATES
Overview
GrandSouth Bancorporation was incorporated in South Carolina in 2000
and became the bank holding company for GrandSouth Bank, a South Carolina state
bank, in October 2000. GrandSouth Bank began general banking business in
Greenville County, South Carolina in 1998. As of June 30, 2009, GrandSouth had
$375.1 million in consolidated assets, $296.8 million in deposits and $32.8
million in shareholders' equity.
Directors and Executive Officers
Set forth below are the names, ages and titles of our current
directors, executive officers, and our Chief Financial Officer, who is not an
executive officer, their present principal occupations and their business
experience during the past five years. Each director is also a director of our
subsidiary, GrandSouth Bank.
During the last five years, none of our executive officers or
directors has been (i) convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors) or (ii) a party to any judicial or
administrative proceeding (except for matters that were dismissed without
sanction or settlement) that resulted in a judgment, decree or final order
enjoining such person from future violations of, or prohibiting activities
subject to, federal or state securities laws, or a finding of any violation of
federal or state securities laws. All of the directors and executive officers
listed below are U.S. citizens. The business address of each director or officer
listed below is 381 Halton Road, Greenville, South Carolina 29607;
telephone.(864) 770-1000. The individuals identified below and GrandSouth
Bancorporation, collectively, constitute the "filing persons" under Rule 13e-3
of the Exchange Act with respect to this transaction.
Director
Name Age Since* Business Experience During Past Five Years
------------------------------------- ----------------------------------------------------------------------------
Ronald K. Earnest 55 1998 President and Chief Operating Officer, GrandSouth
Bancorporation, and President and Chief Executive
Officer of GrandSouth Bank
Harold E. Garrett 40 1998 Owner, Garrett's Discount Golf Carts, Fountain
Inn, SC
John B. Garrett 38 N/A Chief Financial Officer and Senior Vice President,
GrandSouth Bancorporation and GrandSouth Bank
Mason Y. Garrett 66 1998 Chairman of the Board of Directors and Chief
Executive Officer, GrandSouth Bancorporation and
Grand South Bank
54
|
Michael L. Gault 53 1998 Owner, Gault's Service Center, Fountain Inn, South
Carolina (food mart - service station)
Baety O. Gross 61 1998 Attorney, Simpsonville, SC
S. Hunter Howard, Jr. 55 2000 Corporate Advisory Partner, Scott McElveen, LLP,
Certified Public Accountants, since November,
2008; President and Chief Executive Officer, South
Carolina Chamber of Commerce, Columbia, South
Carolina, until October, 2008
S. Blanton Phillips 40 2001 Owner and Chief Executive Officer, BPS, Inc.,
(temporary staffing firm)
J. Calhoun Pruitt, Jr. 59 2006 Attorney, Pruitt and Pruitt, Anderson, South
Carolina
-------------------------------------
|
* Includes service as a director of GrandSouth Bank before we acquired the Bank
on October 2, 2000.
Harold E. Garrett and John B. Garrett are the sons of Mason Y. Garrett.
Otherwise, none of our executive officers or directors is related by blood,
marriage, or adoption in the degree of first cousin or closer to any other
executive officer or director.
Stock Ownership by Affiliates
The following table sets forth, as of September 16, 2009, the number
and the percentage ownership of shares of our common stock beneficially owned by
each of our current directors, executive officers, 5% shareholders, our Chief
Financial Officer (who is not an executive officer), and by all of our
directors, executive officers and Chief Financial Officer as a group.
Information relating to beneficial ownership of our common stock is
based upon "beneficial ownership" concepts described in the rules issued under
the Securities Exchange Act of 1934, as amended. Under these rules, a person is
deemed to be a "beneficial owner" of a security if that person has or shares
"voting power," which includes the power to vote or to direct the voting of the
security, or "investment power," which includes the power to dispose or to
direct the disposition of the security. Under the rules, more than one person
may be deemed to be a beneficial owner of the same securities. A person is also
deemed to be a beneficial owner of any security as to which that person has the
right to acquire beneficial ownership within 60 days from September 16, 2009.
No change of control of the company has occurred and there are no
arrangements known to us, the operation of which may at a subsequent date result
in a change of control of the company.
The table also sets forth the number and approximate percentage of
shares of our common stock that the persons named in the table would
beneficially own after the effective date of the Reclassification on a pro forma
basis, assuming 298,064 shares are exchanged for Series A Preferred Stock in the
Reclassification and there are no changes in the named person's ownership
between September 16, 2009 and the effective date of the Reclassification. The
table reflects the number of shares of common stock beneficially owned both
before and after Reclassification, as some of the affiliates' common stock will
be converted to preferred stock after the Reclassification.
55
Number of Shares of
Name of Beneficial Common Stock Number of Shares of
Owner Beneficially Owned Percentage of Common Stock Percentage of
(and address of Before Total Before Beneficially Owned Total After
5% owners) Reclassification Reclassification After Reclassification Reclassification
---------- ---------------- ---------------- ---------------------- ----------------
Ronald K. Earnest ............ 233,200(1) 6.4% 233,200 7.0%
381 Halton Road
Greenville, S.C.
Harold E. Garrett ............ 144,304(2) 4.0% 144,304 4.4%
Fountain Inn, S.C.
Mason Y. Garrett ............. 667,962(3) 18.4% 667,962 20.0%
381 Halton Road
Greenville, S. C.
John B. Garrett .............. 113,694(4) 3.2% 113,694 3.4%
Greenville, S.C.
Michael L. Gault ............. 66,681(5) 1.9% 66,681 2.0%
Fountain Inn, S.C.
Baety O. Gross, Jr. .......... 41,909(6) 1.2% 41,909 1.3%
Simpsonville, S.C.
S. Hunter Howard, Jr. ........ 20,972(7) * 20,972 *
Columbia, S.C.
S. Blanton Phillips .......... 16,274(8) * 16,274 *
Simpsonville, S.C.
J. Calhoun Pruitt, Jr. ....... 2,100(9) * 2,100 *%
Anderson, S.C. ---------
All Directors and executive .. 1,307,096(10) 36.6% 1,307,096 39.8%
officers as a group
(9 persons)
-------------------------------
|
* Less than one percent.
(1) Includes currently exercisable options to purchase 68,729 shares.
(2) Includes 4,296 shares held by Mr. Garrett's wife as to which Mr. Garrett
disclaims beneficial ownership; 2,223 shares held by Mr. Garrett as
custodian for his daughter and 6,519 shares held by Mr. Garrett as
custodian for his son; and currently exercisable options to purchase 4,400
shares. Of the total shares beneficially owned by Mr. Garrett, 113,100 are
pledged as collateral.
(3) Includes currently exercisable options to purchase 68,729 shares; 175,062
shares owned by Mr. Garrett's wife, as to which Mr. Garrett disclaims
beneficial ownership; 26,116 shares held by Mr. Garrett as custodian for
his son; 2,223 shares held by Mr. Garrett as custodian for his
step-daughter; and 61,492 shares held by Mr. Garrett as custodian for his
brother. Of the total shares beneficially owned by Mr. Garrett, 152,265 are
pledged as collateral.
(4) Includes currently exercisable options to purchase 10,550 shares; 2,019
shares owned by Mr. Garrett's wife, as to which Mr. Garrett disclaims
beneficial ownership; and 8,514 shares held by Mr. Garrett as custodian for
his sons. Of the total shares beneficially owned by Mr. Garrett, 67,436 are
pledged as collateral.
(5) Includes currently exercisable options to purchase 4,400 shares; and 60,875
shares held by Mr. Gault's wife and children, as to which Mr. Gault
disclaims beneficial ownership.
(6) Includes currently exercisable options to purchase 4,400 shares; and 19,061
shares held by Mr. Gross' wife and children, as to which Mr. Gross
disclaims beneficial ownership.
(7) Includes currently exercisable options to purchase 4,400 shares.
(8) Includes currently exercisable options to purchase 4,400 shares. Of the
total shares beneficially owned by Mr. Phillips, 10,795 are pledged as
collateral.
(9) Includes currently exercisable options to purchase 1,100 shares.
(10) Includes currently exercisable options to purchase 308,794 shares.
56
SHAREHOLDER PROPOSALS
If you wish to submit proposals for the consideration of the
shareholders at our 2010 Annual Meeting you may do so by sending them in writing
to Ronald K. Earnest, President, GrandSouth Bancorporation, 381 Halton Road,
Greenville, South Carolina 29607. If the Reclassification is not approved, you
must send or deliver such written proposals in time for us to receive them prior
to January 15, 2010, if you want us to include them, if otherwise appropriate,
in our proxy statement and form of proxy relating to that meeting. If we do not
receive notice of a shareholder proposal prior to March 31, 2010, the persons
named as proxy agents in the proxy materials relating to the 2010 Annual Meeting
will use their discretion in voting the proxies when the proposal is raised at
that meeting. If the Reclassification is approved and becomes effective, we do
not intend to include shareholder proposals in our proxy materials for the 2010
Annual Meeting.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We expect that representatives from Elliott Davis, LLC, Certified
Public Accountants, our independent registered public accounting firm, will be
present and available to answer appropriate questions at the Special Meeting,
and will have the opportunity to make a statement if they desire to do so.
OTHER MATTERS
Reports, Opinions, Appraisals and Negotiations
We have not received any report, opinion or appraisal from an outside
party that is related to the Reclassification.
Where You Can Find More Information
We are subject to the information requirements of the Securities
Exchange Act of 1934, as amended, and in accordance therewith we file reports,
proxy statements and other information with the SEC. Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities of the SEC at 100 F Street, N.E., Washington, DC 20549.
Copies of such materials can also be obtained at prescribed rates by writing to
the Public Reference Section of the SEC at 100 F Street, N.E., Washington, DC
20549. In addition, such reports, proxy statements and other information are
available from the Edgar filings that may be obtained through the SEC's Internet
Website (http://www.sec.gov).
We have filed a Schedule 13E-3 under the Securities Exchange Act in
connection with the Reclassification. This proxy statement does not contain all
the information contained in the Schedule 13E-3 because certain portions have
been omitted in accordance with SEC rules and regulations. The Schedule 13E-3 is
available from the SEC for inspection and copying as described above.
Information Incorporated by Reference
In our filings with the SEC, information is sometimes incorporated by
reference. This means that we are referring you to information that we have
filed separately with the SEC. The information incorporated by reference should
be considered part of this Proxy Statement, except for any information
superseded by information contained directly in this Proxy Statement. The
following information is incorporated by reference in, and is being delivered to
you with, this Proxy Statement:
o our Quarterly Reports on Form 10-Q for the quarters ended March
31, 2009 and June 30, 2009 (without exhibits); and
o the following portions of our Annual Report to Shareholders,
which are filed as a part of Exhibit 13 to our Form 10-K for the
fiscal year ended December 31, 2008:
o Report of Independent Registered Public Accounting Firm
57
o Consolidated Balance Sheets at December 31, 2008 and 2007
o Consolidated Statements of Income for the years ended
December 31, 2008, 2007 and 2006
o Consolidated Statements of Changes in Shareholders' Equity
and Comprehensive Income for the years ended December 31,
2008, 2007 and 2006
o Consolidated Statements of Cash Flows for the years ended
December 31, 2008, 2007 and 2006
o Notes to Consolidated Financial Statements
o Management's Discussion and Analysis of Financial Condition
and Results of Operations
We have supplied all information contained in or incorporated by
reference in this document relating to GrandSouth Bancorporation, provided that
any reference to any claim of reliance on the Private Securities Litigation
Reform Act's forward looking statement safe harbor contained in any such
document is excluded, and is not incorporated herein by reference. You may have
been sent some of the reports and other information incorporated by reference in
this document by us, but you can also obtain any of them through the SEC at the
locations described above, or through us at the address below. We will provide
to you, without charge, by first class mail or other equally prompt means within
one business day of receipt of any written or oral request by you, a copy of any
report or other information incorporated by reference in this document by us
(not including exhibits). You should direct your request to the following
address: GrandSouth Bancorporation, 381 Halton Road, Greenville, South Carolina
29607, Attention: Ronald K. Earnest, President, (864) 770-1000.
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE SHAREHOLDERS MEETING TO BE HELD ON _________, _______, 2009
The Proxy Statement relating to the GrandSouth Bancorporation Special Meeting of
Shareholders, and information being delivered with the Proxy Statement, are
available via the Internet at: http://www.grandsouth.com.
58
APPENDIX A
PROPOSED AMENDMENT
TO THE ARTICLES OF INCORPORATION
OF GRANDSOUTH BANCORPORATION
AND
TERMS OF SERIES A PREFERRED STOCK
AMENDMENT TO ARTICLES OF INCORPORATION
The Amendment to the Articles of Incorporation that our shareholders
are being asked to vote on at the Special Meeting is as follows:
The Articles of Incorporation of GrandSouth Bancorporation are hereby
amended to add the following Article 7:
7. Reclassification of Shares.
(a) Class A Preferred Stock. At the effective time of the filing of the
Articles of Amendment containing this amendment with the Secretary of State
of South Carolina, each share of Common Stock outstanding at the effective
time owned by a shareholder of record who owns less than 2,001 shares of
Common Stock shall, by virtue of the filing of the Articles of Amendment
and without any action on the part of the holders thereof, be reclassified
as Class A Preferred Stock, on the basis of one share of Class A Preferred
Stock per each share of Common Stock so reclassified, which shares of Class
A Preferred Stock shall thereupon be duly issued and outstanding, fully
paid and non-assessable.
(b) Common Stock. Each share of Common Stock outstanding at such
effective time owned by a shareholder of record who own 2,001 or more
shares of such Common Stock shall not be reclassified and shall continue in
existence as an outstanding share of Common Stock.
A-1
TERMS OF SERIES A PREFERRED STOCK
(As stated in the amendment to the Articles of Incorporation of
GrandSouth Bancorporation filed _________, 2009)
Pursuant to the provisions of Sections 33-6-102 and 33-10-106 of the South
Carolina Business Corporation Act of 1988, as amended, and the Articles of
Incorporation of GrandSouth Bancorporation, a series of Preferred Stock of the
corporation is hereby created designated as Series A Preferred Stock consisting
of 500,000 authorized shares, and the voting and other powers, preferences and
relative, participating, optional or other rights, and the qualifications,
limitations and restrictions thereof, of the shares of such series, are as
follows:
(1) No Par Value or Maturity. The Series A Preferred Stock shall have no
par value or maturity.
(2) Rank. Except as otherwise provided herein, the Series A Preferred
Stock, with respect to dividend rights, ranks senior to the Common
Stock and all of the classes and series of equity securities of the
corporation, other than any classes or series of equity securities of
the corporation subsequently issued ranking on a parity with, or
senior to, the Series A Preferred Stock, as to dividend rights. The
Series A Preferred Stock is subordinate to the liquidation and
dividend preferences of the Series T Preferred Stock and the Series W
Preferred Stock. The relative rights and preferences of the Series A
Preferred Stock may be subordinated to the relative rights and
preferences of holders of subsequent issues of other classes or series
of preferred stock and equity securities of the corporation designated
by the Board of Directors. The Series A Preferred Stock is junior to
indebtedness issued from time to time by the corporation, including
notes and debentures.
(3) Voting Rights. Except as provided by law, the holders of the Series A
Preferred Stock shall have limited voting rights, and shall be
entitled to vote only upon any proposal for a Change of Control (as
defined in paragraph (8)). On those matters in which the holders of
Series A Preferred Stock are entitled to vote, the holders shall have
the right to one vote for each share of Series A Preferred Stock, and
shall be entitled to receive notice of any shareholders meeting held
to act upon such matters in accordance of the Bylaws of the
corporation, and shall be entitled to vote in such manner as provided
by law. Except as provided by law, the holders of Series A Preferred
Stock shall vote together with the holders of Common Stock as a single
voting group, and not as a separate voting group.
(4) Dividend Rights. The holders of shares of Series A Preferred Stock
shall be entitled to a preference in the distribution of dividends,
when, as and if declared by the Board of Directors, and shall receive
out of any assets of the corporation legally available therefore,
dividends in a per share amount equal to 105% of that declared on the
shares of Common Stock prior to the payment of any dividends to the
holders of the Common Stock; provided, however, that for purposes of
this paragraph (4) only, stock dividends declared on the shares of
Common Stock shall not be treated as dividends declared on the shares
of the Common Stock. Dividends paid with respect to the shares of
Series A Preferred Stock shall not be cumulative, and the corporation
shall have the right to waive the declaration or payment of dividends.
Any dividends waived by the corporation shall not accumulate to future
periods and shall not represent a contingent liability of the
corporation.
(5) Liquidation or Dissolution. In the event of any voluntary or
involuntary liquidation, dissolution, or winding up of the affairs of
A-2
the Corporation, the holders of the Series A Preferred Stock shall
share ratably with the holders of the Common Stock based on their
respective number of shares, regardless of class or type, based on an
assumed conversion of the Series A Preferred Stock into shares of
Common Stock on the basis of one for one, subject to the provisions of
paragraph (7) below. Neither a Change of Control nor any purchase or
redemption of stock of the corporation of any class shall be deemed to
be a liquidation, dissolution or winding up of the corporation within
the meaning of the provisions of this paragraph (5).
(6) Treatment upon a Change of Control. In the event of, and contingent
upon the effectiveness of, a Change in Control, each outstanding share
of Series A Preferred Stock shall automatically convert to one share
of Common Stock of the corporation and receive the same consideration
as each share of Common Stock outstanding immediately prior to the
consummation of such Change of Control.
(7) Antidilution Adjustments. If, by reason of any merger, consolidation,
liquidation, reclassification, recapitalization, stock split,
combination of shares, or stock dividend, the outstanding shares of
Common Stock are increased or decreased or changed into or exchanged
for a different number or kind of shares or other securities of the
corporation or of any other corporation, appropriate adjustment shall
be made by the Board of Directors of the corporation in the number,
and relative terms, of the shares of Series A Preferred Stock.
(8) Definitions. As used herein with respect to the Series A Preferred
Stock, the following terms have the following meanings:
(a) The term "Change of Control" shall mean the consummation of (i) a
merger, share exchange, consolidation or other business
combination of the corporation with any other "person" (as such
term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended) or affiliate thereof, other
than a merger, share exchange, consolidation or business
combination that would result in the outstanding Common Stock of
the corporation immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into
common stock of the surviving entity or a parent or affiliate
thereof) more than fifty percent (50%) of the outstanding common
stock of the corporation or such surviving entity or parent or
affiliate thereof outstanding immediately after such merger,
consolidation or business combination, or (ii) an agreement for
the sale or disposition by the corporation of all or
substantially all of the corporation's assets
(b) The term "parity stock" means any class of capital stock or
series of preferred stock (including but not limited to Series A
Preferred Stock) and any other class of stock of the corporation
hereafter authorized that ranks on a parity with the Series A
Preferred Stock in the payment of dividends or in the
distribution of assets on any liquidation, dissolution or winding
up of the corporation.
(c) The term "junior stock" shall mean the Common Stock and any other
class of stock of the corporation hereafter authorized over which
the Series A Preferred Stock has preference or priority in the
payment of dividends.
(9) Notices. All notices required or permitted to be given by the
corporation with respect to the Series A Preferred Stock shall be in
writing, and if delivered by first class United States mail, postage
prepaid, to the holders of the Series A Preferred Stock at their last
A-3
addresses as they shall appear upon the books of the corporation,
shall be conclusively presumed to have been duly given, whether or not
the shareholder actually receives such notice; provided, however, that
failure to duly give such notice by mail, or any defect in such
notice, to the holders of any stock designated for repurchase, shall
not affect the validity of the proceedings for the repurchase of any
other shares of Series A Preferred Stock.
(10) Status of Reacquired Shares of Series A Preferred Stock. Shares of
Series A Preferred Stock issued and reacquired by the corporation
shall have the status of authorized and unissued shares of preferred
stock, undesignated as to series, subject to later issuance.
A-4
APPENDIX B
CHAPTER 13
DISSENTERS' RIGHTS
ARTICLE 1
RIGHT TO DISSENT AND OBTAIN PAYMENT FOR SHARES
SECTION 33-13-101. Definitions.
In this chapter:
(1) "Corporation" means the issuer of the shares held by a dissenter
before the corporate action, or the surviving or acquiring corporation
by merger or share exchange of that issuer.
(2) "Dissenter" means a shareholder who is entitled to dissent from
corporate action under Section 33 13 102 and who exercises that right
when and in the manner required by Sections 33 13 200 through 33 13
280.
(3) "Fair value", with respect to a dissenter's shares, means the value of
the shares immediately before the effectuation of the corporate action
to which the dissenter objects, excluding any appreciation or
depreciation in anticipation of the corporate action to which the
dissenter objects, excluding any appreciation or depreciation in
anticipation of the corporate action unless exclusion would be
inequitable. The value of the shares is to be determined by techniques
that are accepted generally in the financial community.
(4) "Interest" means interest from the effective date of the corporate
action until the date of payment, at the average rate currently paid
by the corporation on its principal bank loans or, if none, at a rate
that is fair and equitable under all the circumstances.
(5) "Record shareholder" means the person in whose name shares are
registered in the records of a corporation or the beneficial owner of
shares to the extent of the rights granted by a nominee certificate on
file with a corporation.
(6) "Beneficial shareholder" means the person who is a beneficial owner of
shares held by a nominee as the record shareholder.
(7) "Shareholder" means the record shareholder or the beneficial
shareholder.
SECTION 33-13-102. Right to dissent.
(A) A shareholder is entitled to dissent from, and obtain payment of
the fair value of, his shares in the event of any of the
following corporate actions:
(1) consummation of a plan of merger to which the corporation is
a party (i) if shareholder approval is required for the
merger by Section 33-11-103 or the articles of incorporation
and the shareholder is entitled to vote on the merger or
(ii) if the corporation is a subsidiary that is merged with
its parent under Section 33-11-104 or 33-11-108 or if the
corporation is a parent that is merged with its subsidiary
under Section 33-11-108;
(2) consummation of a plan of share exchange to which the
corporation is a party as the corporation whose shares are
to be acquired, if the shareholder is entitled to vote on
the plan;
B-1
(3) consummation of a sale or exchange of all, or substantially
all, of the property of the corporation other than in the
usual and regular course of business, if the shareholder is
entitled to vote on the sale or exchange, including a sale
in dissolution, but not including a sale pursuant to court
order or a sale for cash pursuant to a plan by which all or
substantially all of the net proceeds of the sale must be
distributed to the shareholders within one year after the
date of sale;
(4) an amendment of the articles of incorporation that
materially and adversely affects rights in respect of a
dissenter's shares because it:
(i) alters or abolishes a preferential right of the shares;
(ii) creates, alters, or abolishes a right in respect of
redemption, including a provision respecting a sinking
fund for the redemption or repurchase, of the shares;
(iii) alters or abolishes a preemptive right of the holder
of the shares to acquire shares or other securities;
(iv) excludes or limits the right of the shares to vote on
any matter, or to cumulate votes, other than a
limitation by dilution through issuance of shares or
other securities with similar voting rights; or
(v) reduces the number of shares owned by the shareholder
to a fraction of a share if the fractional share so
created is to be acquired for cash under Section
33-6-104; or
(5) any corporate action to the extent the articles of
incorporation, bylaws, or a resolution of the board of
directors provides that voting or nonvoting shareholders are
entitled to dissent and obtain payment for their shares;
(6) the conversion of a corporation into a limited liability
company pursuant to Section 33-11-111 or conversion of a
corporation into either a general partnership or limited
partnership pursuant to Section 33-11-113;
(7) the consummation of a plan of conversion to a limited
liability company pursuant to Section 33-11-111 or to a
partnership or limited partnership pursuant to Section
33-11-113.
(B) Notwithstanding subsection (A), no dissenters' rights
under this section are available for shares of any
class or series of shares which, at the record date
fixed to determine shareholders entitled to receive
notice of a vote at the meeting of shareholders to act
upon the agreement of merger or exchange, were either
listed on a national securities exchange or designated
as a national market system security on an interdealer
quotation system by the National Association of
Securities Dealers, Inc.
SECTION 33-13-103. Dissent by nominees and beneficial owners.
(a) A record shareholder may assert dissenters' rights as to fewer than
all the shares registered in his name only if he dissents with respect
to all shares beneficially owned by any one person and notifies the
corporation in writing of the name and address of each person on whose
behalf he asserts dissenters' rights. The rights of a partial
dissenter under this subsection are determined as if the shares to
which he dissents and his other shares were registered in the names of
different shareholders.
B-2
(b) A beneficial shareholder may assert dissenters' rights as to shares
held on his behalf only if he dissents with respect to all shares of
which he is the beneficial shareholder or over which he has power to
direct the vote. A beneficial shareholder asserting dissenters' rights
to shares held on his behalf shall notify the corporation in writing
of the name and address of the record shareholder of the shares, if
known to him.
ARTICLE 2.
PROCEDURE FOR EXERCISE OF DISSENTERS' RIGHTS
SECTION 33-13-200. Notice of dissenters' rights.
(a) If proposed corporate action creating dissenters' rights under Section
33-13-102 is submitted to a vote at a shareholders' meeting, the
meeting notice must state that shareholders are or may be entitled to
assert dissenters' rights under this chapter and be accompanied by a
copy of this chapter.
(b) If corporate action creating dissenters' rights under Section
33-13-102 is taken without a vote of shareholders, the corporation
shall notify in writing all shareholders entitled to assert
dissenters' rights that the action was taken and send them the
dissenters' notice described in Section 33-13-220.
SECTION 33-13-210. Notice of intent to demand payment.
(a) If proposed corporate action creating dissenters' rights under Section
33-13-102 is submitted to a vote at a shareholders' meeting, a
shareholder who wishes to assert dissenters' rights (1) must give to
the corporation before the vote is taken written notice of his intent
to demand payment for his shares if the proposed action is effectuated
and (2) must not vote his shares in favor of the proposed action. A
vote in favor of the proposed action cast by the holder of a proxy
solicited by the corporation shall not disqualify a shareholder from
demanding payment for his shares under this chapter.
(b) A shareholder who does not satisfy the requirements of subsection (a)
is not entitled to payment for his shares under this chapter.
SECTION 33-13-220. Dissenters' notice.
(a) If proposed corporate action creating dissenters' rights under Section
33-13-102 is authorized at a shareholders' meeting, the corporation
shall deliver a written dissenters' notice to all shareholders who
satisfied the requirements of Section 33-13-210(a).
(b) The dissenters' notice must be delivered no later than ten days after
the corporate action was taken and must:
(1) state where the payment demand must be sent and where
certificates for certificated shares must be deposited;
(2) inform holders of uncertificated shares to what extent transfer
of the shares is to be restricted after the payment demand is
received;
(3) supply a form for demanding payment that includes the date of the
first announcement to news media or to shareholders of the terms
of the proposed corporate action and requires that the person
asserting dissenters' rights certify whether or not he or, if he
is a nominee asserting dissenters' rights on behalf of a
beneficial shareholder, the beneficial shareholder acquired
beneficial ownership of the shares before that date;
(4) set a date by which the corporation must receive the payment
demand, which may not be fewer than thirty nor more than sixty
days after the date the subsection (a) notice is delivered and
B-3
set a date by which certificates for certificated shares must be
deposited, which may not be earlier than twenty days after the
demand date; and
(5) be accompanied by a copy of this chapter.
SECTION 33-13-230. Shareholders' payment demand.
(a) A shareholder sent a dissenters' notice described in Section 33-13-220 must
demand payment, certify whether he (or the beneficial shareholder on whose
behalf he is asserting dissenters' rights) acquired beneficial ownership of
the shares before the date set forth in the dissenters' notice pursuant to
Section 33-13-220(b)(3), and deposit his certificates in accordance with
the terms of the notice.
(b) The shareholder who demands payment and deposits his share certificates
under subsection (a) retains all other rights of a shareholder until these
rights are canceled or modified by the taking of the proposed corporate
action.
(c) A shareholder who does not comply substantially with the requirements that
he demand payment and deposit his share certificates where required, each
by the date set in the dissenters' notice, is not entitled to payment for
his shares under this chapter.
SECTION 33-13-240. Share restrictions.
(a) The corporation may restrict the transfer of uncertificated shares from the
date the demand for payment for them is received until the proposed
corporate action is taken or the restrictions are released under Section
33-13-260.
(b) The person for whom dissenters' rights are asserted as to uncertificated
shares retains all other rights of a shareholder until these rights are
canceled or modified by the taking of the proposed corporate action.
SECTION 33-13-250. Payment.
(a) Except as provided in Section 33-13-270, as soon as the proposed corporate
action is taken, or upon receipt of a payment demand, the corporation shall
pay each dissenter who substantially complied with Section 33-13-230 the
amount the corporation estimates to be the fair value of his shares, plus
accrued interest.
(b) The payment must be accompanied by:
(1) the corporation's balance sheet as of the end of a fiscal year ending
not more than sixteen months before the date of payment, an income
statement for that year, a statement of changes in shareholders'
equity for that year, and the latest available interim financial
statements, if any;
(2) a statement of the corporation's estimate of the fair value of the
shares and an explanation of how the fair value was calculated;
(3) an explanation of how the interest was calculated;
(4) a statement of the dissenter's right to demand additional payment
under Section 33-13-280; and
(5) a copy of this chapter.
B-4
SECTION 33-13-260. Failure to take action.
(a) If the corporation does not take the proposed action within sixty days
after the date set for demanding payment and depositing share
certificates, the corporation, within the same sixty-day period, shall
return the deposited certificates and release the transfer
restrictions imposed on uncertificated shares.
(b) If, after returning deposited certificates and releasing transfer
restrictions, the corporation takes the proposed action, it must send
a new dissenters' notice under Section 33-13-220 and repeat the
payment demand procedure.
SECTION 33-13-270. After-acquired shares.
(a) A corporation may elect to withhold payment required by section
33-13-250 from a dissenter as to any shares of which he (or the
beneficial owner on whose behalf he is asserting dissenters' rights)
was not the beneficial owner on the date set forth in the dissenters'
notice as the date of the first announcement to news media or to
shareholders of the terms of the proposed corporate action, unless the
beneficial ownership of the shares devolved upon him by operation of
law from a person who was the beneficial owner on the date of the
first announcement.
(b) To the extent the corporation elects to withhold payment under
subsection (a), after taking the proposed corporate action, it shall
estimate the fair value of the shares, plus accrued interest, and
shall pay this amount to each dissenter who agrees to accept it in
full satisfaction of his demand. The corporation shall send with its
offer a statement of its estimate of the fair value of the shares, an
explanation of how the fair value and interest were calculated, and a
statement of the dissenter's right to demand additional payment under
Section 33-13-280.
SECTION 33-13-280. Procedure if shareholder dissatisfied with payment or offer.
(a) A dissenter may notify the corporation in writing of his own estimate
of the fair value of his shares and amount of interest due and demand
payment of his estimate (less any payment under Section 33-13-250) or
reject the corporation's offer under Section 33-13-270 and demand
payment of the fair value of his shares and interest due, if the:
(1) dissenter believes that the amount paid under Section 33-13-250
or offered under Section 33-13-270 is less than the fair value of
his shares or that the interest due is calculated incorrectly;
(2) corporation fails to make payment under Section 33-13-250 or to
offer payment under Section 33-13-270 within sixty days after the
date set for demanding payment; or
(3) corporation, having failed to take the proposed action, does not
return the deposited certificates or release the transfer
restrictions imposed on uncertificated shares within sixty days
after the date set for demanding payment.
(b) A dissenter waives his right to demand additional payment under this
section unless he notifies the corporation of his demand in writing
under subsection (a) within thirty days after the corporation made or
offered payment for his shares.
B-5
ARTICLE 3.
JUDICIAL APPRAISAL OF SHARES
SECTION 33-13-300. Court action.
(a) If a demand for additional payment under Section 33-13-280 remains
unsettled, the corporation shall commence a proceeding within-sixty
days after receiving the demand for additional payment and petition
the court to determine the fair value of the shares and accrued
interest. If the corporation does not commence the proceeding within
the sixty-day period, it shall pay each dissenter whose demand remains
unsettled the amount demanded.
(b) The corporation shall commence the proceeding in the circuit court of
the county where the corporation's principal office (or, if none in
this State, its registered office) is located. If the corporation is a
foreign corporation without a registered office in this State, it
shall commence the proceeding in the county in this State where the
principal office (or, if none in this State, the registered office) of
the domestic corporation merged with or whose shares were acquired by
the foreign corporation was located.
(c) The corporation shall make all dissenters (whether or not residents of
this State) whose demands remain unsettled parties to the proceeding
as in an action against their shares and all parties must be served
with a copy of the petition. Nonresidents may be served by registered
or certified mail or by publication, as provided by law.
(d) The jurisdiction of the court in which the proceeding is commenced
under subsection (b) is plenary and exclusive. The court may appoint
persons as appraisers to receive evidence and recommend decisions on
the question of fair value. The appraisers have the powers described
in the order appointing them or in any amendment to it. The dissenters
are entitled to the same discovery rights as parties in other civil
proceedings.
(e) Each dissenter made a party to the proceeding is entitled to judgment
for the amount, if any, by which the court finds the fair value of his
shares, plus interest, exceeds the amount paid by the corporation.
SECTION 33-13-310. Court costs and counsel fees.
(a) The court in an appraisal proceeding commenced under Section 33-13-300
shall determine all costs of the proceeding, including the reasonable
compensation and expenses of appraisers appointed by the court. The
court shall assess the costs against the corporation, except that the
court may assess costs against all or some of the dissenters, in
amounts the court finds equitable, to the extent the court finds the
dissenters acted arbitrarily, vexatiously, or not in good faith in
demanding payment under Section 33-13-280.
(b) The court also may assess the fees and expenses of counsel and experts
for the respective parties, in amounts the court finds equitable:
(1) against the corporation and in favor of any or all dissenters if
the court finds the corporation did not comply substantially with
the requirements of Sections 33-13-200 through 33-13-280; or
(2) against either the corporation or a dissenter, in favor of any
other party, if the court finds that the party against whom the
fees and expenses are assessed acted arbitrarily, vexatiously, or
not in good faith with respect to the rights provided by this
chapter.
(c) If the court finds that the services of counsel for any dissenter were
of substantial benefit to other dissenters similarly situated, and
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that the fees for those services should not be assessed against the
corporation, the court may award to these counsel reasonable fees to
be paid out of the amounts awarded the dissenters who were benefited.
(d) In a proceeding commenced by dissenters to enforce the liability under
Section 33-13-300(a) of a corporation that has failed to commence an
appraisal proceeding within the sixty-day period, the court shall
assess the costs of the proceeding and the fees and expenses of
dissenters' counsel against the corporation and in favor of the
dissenters.
B-7
APPENDIX C
INFORMATION INCORPORATED BY REFERENCE
o Quarterly Reports on Form 10-Q of GrandSouth Bancorporation for
the quarters ended March 31, 2009 and June 30, 2009 (without
exhibits); and
o The following portions of the GrandSouth Bancorporation Annual
Report to Shareholders, which are filed as a part of Exhibit 13
to the Form 10-K for the fiscal year ended December 31, 2008:
o Management's Discussion and Analysis of Financial Condition
and Results of Operations
o Report of Independent Registered Public Accounting Firm
o Consolidated Balance Sheets at December 31, 2008 and 2007
o Consolidated Statements of Income for the years ended
December 31, 2008, 2007 and 2006
o Consolidated Statements of Changes in Shareholders' Equity
and Comprehensive Income for the years ended December 31,
2008, 2007 and 2006
o Consolidated Statements of Cash Flows for the years ended
December 31, 2008, 2007 and 2006
o Notes to Consolidated Financial Statements
C-1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2009
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
FROM ________________ TO _______________.
Commission File Number: 000-31937
GRANDSOUTH BANCORPORATION
(Exact name of registrant as specified in its charter)
Incorporated in the State of South Carolina
I.R.S. Employer Identification Number 57-1104394
381 Halton Road, Greenville, SC 29607
(Address of Principal Executive Offices)
(864) 770-1000
(Registrant's Telephone Number, including Area Code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
[X] Yes [ ] No
Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T
during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files).
[ ] Yes [ ] No (Not yet applicable to the Registrant)
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
(Check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).
[ ] Yes [X] No
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date. Common Stock - No Par Value,
3,573,695 Shares Outstanding on May 11, 2009
GRANDSOUTH BANCORPORATION
FORM 10-Q
Index
PART I. FINANCIAL INFORMATION Page
Item 1. Financial Statements
Consolidated Balance Sheets ............................................... 3
Consolidated Statements of Income ......................................... 4
Consolidated Statements of Changes in Shareholders' Equity
and Comprehensive Income ......................................... 5
Consolidated Statements of Cash Flows ..................................... 6
Notes to Unaudited Consolidated Financial Statements ...................... 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations ............................................. 12
Item 3. Quantitative and Qualitative Disclosures About Market Risk ................ 19
Item 4T. Controls and Procedures ............................................................ 20
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders ....................... 20
Item 6. Exhibits .................................................................. 20
SIGNATURES .................................................................................. 21
|
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
GRANDSOUTH BANCORPORATION
Consolidated Balance Sheets
(Unaudited)
March 31, December 31,
2009 2008
---- ----
(Dollars in thousands)
Assets
Cash and due from banks .................................................................. $ 3,687 $ 2,329
Interest bearing transaction accounts with other banks ................................... 5,188 8,453
Federal funds sold ....................................................................... - 429
--------- ---------
Cash and cash equivalents ............................................................ 8,875 11,211
Certificates of deposit with other banks ................................................. 2,000 2,000
Securities available-for-sale ............................................................ 45,211 47,378
Other investments, at cost ............................................................... 2,045 1,926
Loans, net of allowance for loan losses $3,770 for 2009 and
$4,110 for 2008 ...................................................................... 301,237 297,523
Premises and equipment, net .............................................................. 4,698 4,744
Bank owned life insurance ................................................................ 4,994 4,944
Assets acquired in settlement of loans ................................................... 1,345 674
Interest receivable ...................................................................... 2,132 2,077
Deferred income taxes .................................................................... 748 1,033
Goodwill ................................................................................. 737 737
Other assets ............................................................................. 946 770
--------- ---------
Total assets ...................................................................... $ 374,968 $ 375,017
========= =========
Liabilities
Deposits
Noninterest bearing .................................................................. $ 14,511 $ 15,331
Interest bearing ..................................................................... 290,466 295,554
--------- ---------
Total deposits .................................................................... 304,977 310,885
Short-term Federal Home Loan Bank advances ............................................... 2,000 -
Long-term Federal Home Loan Bank advances ................................................ 24,000 29,000
Junior subordinated debentures ........................................................... 8,247 8,247
Interest payable ......................................................................... 538 639
Other liabilities ........................................................................ 2,234 2,073
--------- ---------
Total liabilities ................................................................. 341,996 350,844
--------- ---------
Shareholders' equity
Preferred stock, Series T - $1,000 per share liquidation preference; issued
and oustanding - 9,000 at March 31, 2009 and
none at December 31, 2008 ............................................................ 7,531 -
Preferred stock, Series W - $1,000 per share liquidation preference;
issued and oustanding - 450 at March 31, 2009 and
none at December 31, 2008 ............................................................ 1,479 -
Common stock - no par value; 20,000,000 shares authorized;
issued and outstanding - 3,573,695 at March 31, 2009 and
3,573,695 at December 31, 2008 ....................................................... 19,969 19,940
Retained earnings ........................................................................ 4,200 3,970
Accumulated other comprehensive income (loss) ............................................ (207) 263
--------- ---------
Total shareholders' equity ........................................................ 32,972 24,173
--------- ---------
Total liabilities and shareholders' equity ........................................ $ 374,968 $ 375,017
========= =========
|
The accompanying notes are an integral part of these consolidated financial
statements.
3
GRANDSOUTH BANCORPORATION
Consolidated Statements of Income
(Unaudited)
Three Months Ended
March 31,
2009 2008
----- ----
(Dollars in thousands,
except per share)
Interest income
Loans, including fees ........................................................................... $4,840 $5,771
Investment securities
Taxable ..................................................................................... 449 617
Nontaxable .................................................................................. 137 141
Dividends ....................................................................................... - 14
Other, principally federal funds sold ........................................................... 47 48
------ ------
Total interest income ....................................................................... 5,473 6,591
------ ------
Interest expense
Deposits ........................................................................................ 2,168 3,138
Federal Home Loan Bank advances ................................................................. 227 80
Junior subordinated debt ........................................................................ 69 137
------ ------
Total interest expense ...................................................................... 2,464 3,355
------ ------
Net interest income .................................................................................. 3,009 3,236
Provision for loan losses ............................................................................ 600 255
------ ------
Net interest income after provision for loan losses .................................................. 2,409 2,981
------ ------
Noninterest income
Service charges on deposit accounts ............................................................. 124 110
Other income .................................................................................... 100 76
------ ------
Total noninterest income .................................................................... 224 186
------ ------
Noninterest expenses
Salaries and employee benefits .................................................................. 1,297 1,356
Occupancy and equipment ......................................................................... 164 176
Data processing ................................................................................. 117 144
Insurance expense ............................................................................... 110 66
Professional services ........................................................................... 118 143
Other expense ................................................................................... 240 330
------ ------
Total noninterest expenses .................................................................. 2,046 2,215
------ ------
Income before income taxes ........................................................................... 587 952
Income tax expense ................................................................................... 216 340
------ ------
Net income ........................................................................................... 371 612
------ ------
Deductions for amounts not available to common shareholders:
Net amortization (accretion) of preferred stock to liquidation preference value ................. 20 -
Dividends declared or accumulated on preferred stock ............................................ 109 -
------ ------
Net income available to common shareholders .......................................................... $ 242 $ 612
====== ======
Per share of common stock
Net income available to common shareholders ..................................................... $ 0.07 $ 0.18
Net income available to common shareholders, assuming dilution .................................. 0.07 0.17
Cash dividends declared ......................................................................... 0.02 0.02
|
The accompanying notes are an integral part of these consolidated financial
statements.
4
GRANDSOUTH BANCORPORATION
Consolidated Statements of Changes in Shareholders' Equity and Comprehensive
Income
(Unaudited)
Accumulated
Shares of Other
Common Preferred Common Retained Comprehensive
Stock Stock Stock Earnings Income (Loss) Total
----- ----- ----- -------- ------------- -----
(Dollars in thousands, except per share)
Balance, January 1, 2008, previously reported ........... 3,381,488 $ - $ 19,200 $ 3,083 $ 184 $ 22,467
Correction of accounting error (Note 4) ................. - - - (183) - (183)
--------- --------- --------- --------- --------- ---------
Balance January 1, 2008, as corrected ................... 3,381,488 - 19,200 2,900 184 22,284
Comprehensive income:
Net income ......................................... - - - 612 - 612
---------
Unrealized holding gains and losses
on available-for-sale securities
arising during the period, net of
income taxes of $76 .............................. - - - - 146 146
---------
Total other comprehensive income ............... - - - - - 146
---------
Total comprehensive income ................... - - - - - 758
---------
Share-based compensation ................................ - - 34 - - 34
Cash dividend declared on common stock,
$.02 per share ..................................... - - - (68) - (68)
--------- --------- --------- --------- --------- ---------
Balance, March 31, 2008 ................................. 3,381,488 $ - $ 19,234 $ 3,444 $ 330 $ 23,008
========= ========= ========= ========= ========= =========
Balance, January 1, 2009 ................................ 3,573,695 $ - $ 19,940 $ 3,970 $ 263 $ 24,173
---------
Comprehensive income:
Net income ......................................... - - - 371 - 371
---------
Unrealized holding gains and losses
on available-for-sale securities
arising during the period, net of
income taxes of $242 ............................. - - - - (470) (470)
---------
Total other comprehensive income ............... - - - - - (470)
---------
Total comprehensive income ................... - - - - - (99)
---------
Issuance of preferred stock ............................. - 8,990 - - - 8,990
Cash dividends declared on preferred stock .............. - - - (49) - (49)
Net accretion (amortization) of preferred stock ......... - 20 - (20) - -
Share-based compensation ................................ - - 29 - - 29
Cash dividend declared on common stock,
$.02 per share ..................................... - - - (72) - (72)
--------- --------- --------- --------- --------- ---------
Balance, March 31, 2009 ................................. 3,573,695 $ 9,010 $ 19,969 $ 4,200 $ (207) $ 32,972
========= ========= ========= ========= ========= =========
|
The accompanying notes are an integral part of these consolidated financial
statements.
5
GRANDSOUTH BANCORPORATION
Consolidated Statements of Cash Flows
(Unaudited)
Three Months Ended
March 31,
2009 2008
---- ----
(Dollars in thousands)
Operating activities
Net income ............................................................................... $ 371 $ 612
Adjustments to reconcile net income to net
cash provided by operating activities
Provision for loan losses ...................................................... 600 255
Depreciation ................................................................... 75 82
Securities accretion and premium amortization .................................. (250) (7)
Gain on sale of premises and equipment ......................................... (15) (14)
(Gain) loss on sale of assets acquired in settlement of loans .................. (9) 53
Increase in cash surrender value of bank owned life insurance .................. (50) (46)
(Increase) decrease in other assets ............................................ (231) 486
Increase (decrease) in acrued expenses and other liabilities ................... 60 (216)
Increase (decrease) in deferred tax assets ..................................... 527 (4)
Share-based compensation ....................................................... 29 34
-------- --------
Net cash provided by operating activities ................................. 1,107 1,235
-------- --------
Investing activities
Purchases of securities available-for-sale ............................................... - (959)
Principal paydowns of available-for-sale mortgage-backed
investment securities ............................................................... 1,705 1,225
Maturities and calls of securities available-for-sale .................................... - 3,000
Proceeds from redemptions of other investments ........................................... 225 -
Purchases of other investments ........................................................... (344) (306)
Net increase in loans made to customers .................................................. (5,523) (6,037)
Purchases of premises and equipment ...................................................... (37) (71)
Proceeds from sales of premises and equipment ............................................ 23 19
Proceeds from sale of assets acquired in settlement of loans ............................. 547 1,392
-------- --------
Net cash used by investing activities ..................................... (3,404) (1,737)
-------- --------
Financing activities
Net (decrease) increase in deposits ...................................................... (5,908) 1,006
Net increase in short-term Federal Home Loan Bank advances ............................... 2,000 -
(Decrease) increase in long-term Federal Home Loan Bank advances ......................... (5,000) 5,000
Proceeds from issuance of preferred stock and warrants ................................... 8,990 -
Cash dividends paid - common stock ....................................................... (72) -
Cash dividends paid - preferred stock .................................................... (49) -
-------- --------
Net cash (used) provided by financing activities .......................... (39) 6,006
-------- --------
(Decrease) increase in cash and cash equivalents ............................................... (2,336) 5,504
Cash and cash equivalents, beginning of period ................................................. 11,211 9,005
-------- --------
Cash and cash equivalents, end of period ....................................................... $ 8,875 $ 14,509
======== ========
|
The accompanying notes are an integral part of these consolidated financial
statements.
6
GRANDSOUTH BANCORPORATION
Consolidated Statements of Cash Flows (continued)
(Unaudited)
Three Months Ended
March 31,
2009 2008
---- ----
(Dollars in thousands)
Supplemental Disclosure of Cash Flow Information
Cash paid during the period for
Interest ............................................................................. $ 2,565 $ 3,458
Income taxes ......................................................................... - 737
Noncash investing and financing activities:
Other comprehensive income or (loss) ................................................. (470) 146
Transfers of loans to assets acquired in settlement of loans ......................... 1,209 -
Cash dividends declared and unpaid on common stock ................................... 72 68
Accretion and amortization of preferred stock discount and premium ................... 20 -
|
The accompanying notes are an integral part of these consolidated financial
statements.
GRANDSOUTH BANCORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share amounts)
NOTE 1 - ORGANIZATION
GrandSouth Bancorporation (the "Company") is a South Carolina corporation
organized in 2000 for the purpose of being a holding company for GrandSouth Bank
(the "Bank"). On October 2, 2000, pursuant to a Plan of Exchange approved by the
shareholders, all of the outstanding shares of $2.50 par value common stock of
the Bank were exchanged for shares of no par value common stock of the Company.
The Company presently engages in no business other than that of owning the Bank,
has no employees and operates as one business segment. The Company is regulated
by the Board of Governors of the Federal Reserve System (the "Federal Reserve").
The unaudited consolidated financial statements include the accounts of the
Company and the Bank. All significant intercompany accounts and transactions
have been eliminated in consolidation.
The Bank was incorporated in 1998 and operates as a South Carolina chartered
bank providing full banking services to its customers. The Bank is subject to
regulation by the South Carolina State Board of Financial Institutions and the
Federal Deposit Insurance Corporation.
NOTE 2 - BASIS OF PRESENTATION
A summary of significant accounting policies and the audited financial
statements for 2008 are included in GrandSouth Bancorporation's Annual Report on
Form 10-K for the year ended December 31, 2008 filed with the Securities and
Exchange Commission.
The accompanying interim financial statements in this report are unaudited. In
the opinion of management, all adjustments (consisting of normal recurring
adjustments) necessary to present a fair statement of the results for the
interim period have been made. The results of operations for any interim period
are not necessarily indicative of the results to be expected for an entire year.
These interim financial statements should be read in conjunction with the annual
financial statements and notes thereto included in the 2008 Annual Report on
Form 10-K.
7
Certain prior period amounts have been reclassified to conform to the current
presentation. These reclassifications have no effect on previously reported
shareholders' equity or net income.
NOTE 3 - NON-PERFORMING LOANS
As of March 31, 2009, there were $6,253 in nonaccrual loans, $342 in loans 90 or
more days past due and still accruing interest and no restructured loans.
NOTE 4 - SHAREHOLDERS' EQUITY
On January 9, 2009, the Company issued 9,000 shares of its Series T cumulative
perpetual preferred stock to the U. S. Treasury for proceeds of approximately
$9,000. During the first five years after issuance, dividends are payable
quarterly at a 5% annual rate. After that time, the annual dividend rate
increases to 9%. In addition, the Company simultaneously issued warrants to the
Treasury for 450 shares of the Company's Series W perpetual cumulative preferred
stock for no additional proceeds. The Treasury immediately exercised the
warrants, resulting in the issuance of the Series W preferred shares. Dividends
on this series are payable quarterly at an annual rate of 9%. In both cases, the
annual rate is applied to the liquidation preference amount of $1,000 per share
to calculate the dividend amount.
The Company recorded the issuance of the preferred shares and the warrants based
on the proportion that the fair value of the Series T preferred and the
intrinsic value of the Series W warrants bore to the total proceeds received. No
adjustments of the recorded amounts were made upon issuance of the Series W
cumulative preferred stock. The Company is amortizing or accreting the
difference between the recorded amounts and the liquidation preference amounts
over the five year estimated life of the shares using the straight-line method
which is not materially different from the yield method.
In March 2007, the FASB ratified the consensus reached by the Emerging Issues
Task Force ("EITF") in Issue No. 06-10, "Accounting for Collateral Assignment
Split-Dollar Life Insurance Arrangements." The EITF's consensus concluded that
an employer should recognize a liability for the postretirement benefit related
to a collateral assignment split-dollar life insurance arrangement in accordance
with either SFAS No. 106, "Employers' Accounting for Postretirement Benefits
Other Than Pensions," (if, in substance, a postretirement benefit plan exists)
or Accounting Principles Board Opinion No. 12, "Omnibus Opinion - 1967," (if the
arrangement is, in substance, an individual deferred compensation contract) if
the employer has agreed to maintain a life insurance policy during the
employee's retirement or provide the employee with a death benefit based on the
substantive agreement with the employee. Additionally, the EITF concluded that
an employer should recognize and measure an asset based on the nature and
substance of the collateral assignment split-dollar life insurance arrangement.
The EITF observed that in determining the nature and substance of the
arrangement, the employer should assess what future cash flows the employer is
entitled to, if any, as well as the employee's obligation and ability to repay
the employer. The consensus in this issue was effective for fiscal years
beginning after December 15, 2007, including interim periods within those fiscal
years with earlier application permitted. The consensus further directed
entities to recognize the impacts of applying the consensus in this Issue
through either a change in accounting principle through a cumulative-effect
adjustment to retained earnings or to other components of equity or net assets
in the statement of financial position as of the beginning of the year of
adoption or a change in accounting principle through retrospective application
to all prior periods.
The Company did not adopt the accounting principle with respect to its
split-dollar life insurance arrangements within the prescribed time period.
During the first quarter of 2009, the Company reported the effects thereof as a
correction of an accounting error as presented in the Consolidated Statements of
Changes in Shareholders' Equity and Comprehensive Income as a cumulative-effect
adjustment. The balance of the Company's retained earnings account as of January
1, 2008 was reduced by $183 and a corresponding increase was recognized in the
amount of other liabilities. The effect of the correction on previously reported
retained earnings and net income for 2008 and the first quarter of 2009 are not
material.
8
NOTE 5 - NET INCOME PER COMMON SHARE
Net income per common share is computed by dividing net income available to
common shareholders by the weighted average number of common shares outstanding
in accordance with Statement of Financial Accounting Standards No. 128,
"Earnings per Share." Diluted net income per common share is computed by
dividing net income available to common shareholders by the sum of the weighted
average number of shares of common stock outstanding during each period plus the
assumed exercise of dilutive stock options using the treasury stock method. Net
income available to common shareholders excludes the amounts of dividends due to
holders of the Company's outstanding cumulative preferred stock regardless of
whether such dividends are declared. Also excluded are the effects of accreting
or amortizing differences in the carrying values of preferred stock to their
liquidation values.
Following is a reconciliation of basic net income per common share to diluted
net income per common share for the three months ended March 31, 2009 and 2008.
(Unaudited)
Three Months Ended
March 31,
2009 2008
---- ----
(Dollars in thousands,
except per share amounts)
Net income per common share, basic
Numerator - net income available to common shareholders ............................ $ 242 $ 612
========== ==========
Denominator
Weighted average common shares issued and outstanding ............................ 3,573,695 3,381,488
========== ==========
Net income per common share, basic .................................... $ .07 $ .18
========== ==========
Net income per common share, assuming dilution
Numerator - net income available to common shareholders ............................ $ 242 $ 612
========== ==========
Denominator
Weighted average common shares issued and outstanding ............................ 3,573,695 3,381,488
Effect of dilutive stock options ................................................. 22,043 186,440
---------- ----------
Total shares .......................................................... 3,595,738 3,567,928
========== ==========
Net income per common share, assuming dilution ........................ $ .07 $ .17
========== ==========
|
NOTE 6 -FAIR VALUE MEASUREMENTS
The Company implemented Statement of Financial Accounting Standards No. 157,
"Fair Value Measurements," ("SFAS No. 157") as required on January 1, 2008. SFAS
No. 157 defines fair value as the price that would be received to sell an asset
or paid to transfer a liability in an orderly fashion between market
participants at the measurement date (an exit price), and establishes a
framework for measuring fair value. It also establishes a three-level hierarchy
for fair value measurements based upon the transparency of inputs to the
valuation of an asset or liability as of the measurement date, eliminates the
consideration of large position discounts for financial instruments quoted in
active markets, requires consideration of the Company's creditworthiness when
valuing its liabilities, and expands disclosures about instruments measured at
fair value.
The three level hierarchy is described briefly as follows:
Level 1 - Quoted prices in active markets for identical assets or liabilities.
Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for
similar assets or liabilities, quoted prices in markets that are not active, or
other inputs that are observable or can be corroborated by observable market
data for substantially the full term of the assets or liabilities.
9
Level 3 - Unobservable inputs that are supported by little or no market activity
or that are significant to the fair value of the assets or liabilities. Such
values may be determined by the use of pricing models, certain discounted cash
flow methodologies, or similar techniques, or by the use and incorporation of
significant management judgment or estimation.
In February 2008, the Financial Accounting Standards Board Staff issued FASB
Staff Position No. FAS 157-2 ("FSP 157-2") which delayed for one year the
effective date of the application of Statement of Financial Accounting Standards
No. 157 "Fair Value Measurements" ("SFAS No. 157") to nonfinancial assets and
liabilities, except for items that are recognized or disclosed at fair value in
the financial statements on a recurring basis (at least annually). Accordingly,
the Company only partially applied SFAS No. 157 in periods prior to January 1,
2009. The major categories of assets or liabilities disclosed at fair value in
the financial statements for which the Company previously did not apply the
provisions of SFAS No. 157 under the provisions of FSP 157-2 were goodwill and
assets acquired in settlement of loans.
The following is a summary of the measurement attributes applicable to financial
assets and liabilities that are measured at fair value on a recurring basis:
Fair Value Measurement at Reporting Date Using
----------------------------------------------
Quoted Prices
in Active Significant
Markets for Other Significant
Identical Observable Unobservable
Assets Inputs Inputs
Description March 31, 2009 (Level 1) (Level 2) (Level 3)
----------- -------------- --------- --------- ---------
(Dollars in thousands)
Securities available-for-sale $ - $ 45,211 $ -
|
Pricing for the Company's securities available-for-sale is obtained from an
independent third-party that uses a process that may incorporate current market
prices, benchmark yields, broker/dealer quotes, issuer spreads, two-sided
markets, benchmark securities, bids, offers, other reference data and industry
and economic events that a market participant would be expected to use in
valuing the securities. Not all of the inputs listed apply to each individual
security at each measurement date. The independent third party assigns specific
securities into an "asset class" for the purpose of assigning the applicable
level of the fair value hierarchy used to value the securities. The techniques
used after adoption of SFAS No. 157 are consistent with the methods used
previously. Available-for-sale securities continue to be measured at fair value
with unrealized gains and losses recorded in other comprehensive income.
The following is a summary of the measurement attributes applicable to assets
and liabilities that were measured at fair value on a non-recurring basis
during, and which remained outstanding as of the end of, the interim period
ended March 31, 2009:
Fair Value Measurement at Reporting Date Using
----------------------------------------------
Quoted Prices
in Active Significant
Markets for Other Significant
Identical Observable Unobservable
Assets Inputs Inputs
Description March 31, 2009 (Level 1) (Level 2) (Level 3)
----------- -------------- --------- --------- ---------
(Dollars in thousands)
Collateral-dependent impaired loans $ - $ 4,691 $ -
Assets acquired in settlement of loans $ - $ 670 $ -
|
10
Collateral-dependent impaired loans consist of nonaccrual loans and potential
problem loans for which the underlying collateral provides the sole repayment
source. The Company measures the amount of the impairment for such loans by
determining the difference between the fair value of the underlying collateral
and the recorded amount of the loan in accordance with SFAS No. 114 "Accounting
by Creditors for Impairment of a Loan."
The fair value of the underlying collateral generally is based on appraisals
performed in accordance with applicable appraisal standards by independent
appraisers engaged by the Company. If management obtains a new independently
prepared appraisal near the time that a collateral-dependent loan becomes
impaired, the appraisal indicates that the collateral value is less than the
loan's recorded amount, and the recorded amount of the loan is adjusted downward
to an amount not significantly different than the appraised value, the fair
value measurement is considered to be a Level 2 measurement. If the appraised
value of the property exceeds the loan's recorded amount, the recorded amount is
not adjusted upward and the measurement of the loan is not considered to be a
fair value measurement.
In some cases, management updates values reflected in older appraisals obtained
at the time of loan origination and already in the Company's possession using
its own knowledge, judgments and assumptions about current market and other
conditions in lieu of obtaining a new independent appraisal. In such cases, the
measurement is considered to be a Level 3 measurement.
When the fair value of the collateral is less than the recorded amount of the
loan, a valuation allowance is established for the difference. The valuation
allowance for impaired loans is a component of the allowance for loan losses. As
new information about the loan is received, management reevaluates the fair
value of the collateral and makes adjustments to the valuation allowance as
appropriate. However, if the fair value of the collateral subsequently recovers
in value such that it exceeds the recorded loan amount, no adjustment is made in
the loan's value for the excess. The amount of the valuation allowance related
to the Company's collateral dependent impaired loans was $798 as of March 31,
2009.
Assets acquired in settlement of loans consist primarily of real estate and
personal property that is held for sale. The Company generally obtains updated
independent appraisals of real estate collateral at the time that foreclosure
proceedings are initiated (Level 2). Fair values of personal property may be
determined by acquiring dealers' quotes (Level 2) or, because the dollar amounts
involved are relatively small, management may estimate the probable selling
price (Level 3). In accordance with SFAS No. 144 "Accounting for the Impairment
or Disposal of Long-Lived Assets," such properties are recorded initially at the
lower of the previous carrying amount of the loan or the property's fair value
less estimated selling costs. Subsequently, as new information about the
property is received or as conditions change, the fair values of such properties
are remeasured and, if the value of a particular has deteriorated further, a
valuation allowance may be established to record appropriate downward
adjustments. Subsequent increases in that property's value may be recorded only
to the extent of any previously recorded valuation adjustments.
The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 159 "The Fair Value Option for Financial Assets and
Financial Liabilities," ("SFAS No. 159" or the "Statement") which was effective
for the Company as of January 1, 2008. Under the provisions of SFAS No. 159,
entities may choose, but are not required, to measure many financial instruments
and certain other items at their fair values, with changes in the fair values of
those instruments reported in earnings. The Company has not elected to measure
at fair value any financial instruments under the provisions of SFAS No. 159.
NOTE 7 - VARIABLE INTEREST ENTITY
On May 3, 2006, the Company sponsored the creation of a Delaware statutory
trust, GrandSouth Capital Trust I (the "Trust"), and is the sole owner of the
$247 in common securities issued by the Trust. On May 10, 2006, the Trust issued
$8,000 in floating rate capital securities. The proceeds of this issuance, and
the amount of the Company's investment in the common securities, were used to
acquire $8,247 principal amount of the Company's floating rate junior
subordinated debt securities due 2036 ("Debentures"), which securities, and the
accrued interest thereon, now constitute the Trust's sole assets. The interest
11
rate associated with the debt securities, and the distribution rate on the
common securities of the Trust, is adjustable quarterly at 3 month LIBOR plus
185 basis points, and was 3.08% as of March 31, 2009. The Company may defer
interest payments on the Debentures for up to twenty consecutive quarters, but
not beyond the stated maturity date of the Debentures. In the event that such
interest payments are deferred by the Company, the Trust may defer distributions
on the capital and common securities. In such an event, the Company would be
restricted in its ability to pay dividends on its common stock and perform under
other obligations that are not senior to the Debentures.
The Debentures are redeemable at par at the option of the Company, in whole or
in part, on any interest payment date on or after June 23, 2011. Prior to that
date, the Debentures are redeemable at par plus a premium of up to 4.40% of par
upon the occurrence of certain events that would have a negative tax effect on
the Trust or that would cause it to be required to be registered as an
investment company under the Investment Company Act of 1940 or that would cause
trust preferred securities not to be eligible to be treated as Tier 1 capital by
the Federal Reserve Board. Upon repayment or redemption of the Debentures, the
Trust will use the proceeds of the transaction to redeem an equivalent amount of
capital securities and common securities. The Trust's obligations under the
capital securities are unconditionally guaranteed by the Company. In accordance
with Financial Accounting Standards Board Interpretation 46(R), the Trust is not
consolidated in the Company's financial statements.
NOTE 8 -NEW ACCOUNTING PRONOUNCEMENTS
On April 9, 2009, The Financial Accounting Standards Board ("FASB") issued three
staff positions related to fair value which are discussed below. The primary
effect of adoption of these staff positions will be to increase the disclosures
required to be made during interim periods.
FSP No. FAS 107-1 and APB 28-1, "Interim Disclosures about Fair Value of
Financial Instruments," amends FASB Statement No 107 to require disclosures
about fair value of financial instruments for interim reporting periods of
publicly traded companies as well as in annual financial statements and amends
APB Opinion No. 28 to require those disclosures in summarized financial
information at interim reporting periods. This FSP is effective for interim
reporting periods ending after June 15, 2009. The Company will adopt this FSP as
of its mandatory adoption date.
FSP No. FAS 157-4, "Determining Fair Value When the Volume and Level of Activity
for the Asset or Liability Have Significantly Decreased and Identifying
Transactions That Are Not Orderly," provides additional guidance for estimating
fair value in accordance with FASB Statement No. 157 when the volume and level
of activity for the asset or liability have significantly decreased. The FSP
also includes guidance on identifying circumstances that indicate a transaction
is not orderly. This FSP is effective for interim and annual reporting periods
ending after June 15, 2009 and is to be applied prospectively. Early adoption
for periods ending after March 15, 2009 is permitted in limited circumstances.
The Company will adopt this FSP as of its mandatory adoption date.
FSP No. FAS 115-2 and FAS 124-2, "Recognition and Presentation of
Other-Than-Temporary Impairments," amends the other-than-temporary guidance in
U.S. Generally Accepted Accounting Principles for debt securities to make the
guidance more operational and to improve the presentation and disclosure of
other-than-temporary impairments on debt and equity securities in the financial
statements. The FSP does not amend existing recognition and measurement guidance
related to other-than-temporary impairments of equity securities. The FSP
requires that entities disclose information for interim and annual periods to
enable users of its financial statements to understand the types of
available-for-sale and held-to-maturity debt and equity securities held,
including information about investments in an unrealized loss position for which
an other-than-temporary impairment has or has not been recognized and
information that enables users to understand the reasons that an
other-than-temporary impairment of a debt security was not recognized in
earnings and the methodology and inputs used to calculate the portion of the
total other-than-temporary impairment that was recognized in earnings. This FSP
is effective for interim and annual periods ending after June 15, 2009 with
early adoption for periods ending after March 15, 2009 permitted in limited
circumstances. The Company will adopt this FSP as of its mandatory adoption
date.
12
Also on April 1, 2009, the FASB FSP SFAS 141(R)-1, "Accounting for Assets
Acquired and Liabilities Assumed in a Business Combination That Arise from
Contingencies." The FSP requires that assets acquired and liabilities assumed in
a business combination that arise from a contingency be recognized at fair
value. If fair value cannot be determined during the measurement period as
determined in SFAS 141(R), the asset or liability can still be recognized if it
can be determined that it is probable that the asset existed or the liability
had been incurred as of the measurement date and if the amount of the asset or
liability can be reasonably estimated. If it is not determined that the
asset/liability existed/was incurred or if no reasonable amount can be
determined, no asset or liability is recognized. The entity should determine a
rational basis for subsequently measuring the acquired assets and assumed
liabilities. Contingent consideration agreements should be recognized initially
at fair value and subsequently reevaluated in accordance with guidance found in
paragraph 65 of SFAS 141(R). The FSP is effective for business combinations with
an acquisition date on or after the beginning of the Company's first annual
reporting period beginning on or after December 15, 2008. The Company will
assess the impact of the FSP if and when a future acquisition occurs.
The Securities and Exchange Commission ("SEC") issued Staff Accounting Bulletin
("SAB") No. 111 on April 9, 2009 to amend Topic 5.M., "Other Than Temporary
Impairment of Certain Investments in Debt and Equity Securities" and to
supplement FSP SFAS 115-2 and SFAS 124-2. SAB 111 maintains the staff's previous
views related to equity securities; however, debt securities are excluded from
its scope. The SAB provides that "other-than-temporary" impairment is not
necessarily the same as "Permanent" impairment and unless evidence exists to a
value equal to or greater than the carrying value of the equity security
investment, a write-down to fair value should be recorded and accounted for as a
realized loss. The SAB was effective upon issuance and had no impact on the
Company's financial position.
Other accounting standards that have been issued or proposed by the FASB or
other standards-setting bodies are not expected to have a material impact on the
Company's financial position, results of operations or cash flows.
CAUTIONARY NOTICE WITH RESPECT TO FORWARD-LOOKING STATEMENTS
This report contains "forward-looking statements" within the meaning of the
securities laws. The Private Securities Litigation Reform Act of 1995 provides a
safe harbor for forward-looking statements. In order to comply with the terms of
the safe harbor, the Company notes that a variety of factors could cause the
Company's actual results and experience to differ materially from the
anticipated results or other expectations expressed in the Company's
forward-looking statements.
All statements that are not historical facts are statements that could be
"forward-looking statements." You can identify these forward-looking statements
through the use of words such as "may," "will," "should," "could," "would,"
"expect," "anticipate," "assume," "indicate," "contemplate," "seek," "plan,"
"predict," "target," "potential," "believe," "intend," "estimate," "project,"
"continue," or other similar words. Forward-looking statements include, but are
not limited to, statements regarding the Company's future business prospects,
revenues, working capital, liquidity, capital needs, interest costs, income,
business operations and proposed services.
These forward-looking statements are based on current expectations, estimates
and projections about the banking industry, management's beliefs, and
assumptions made by management. Such information includes, without limitation,
discussions as to estimates, expectations, beliefs, plans, strategies, and
objectives concerning future financial and operating performance. These
statements are not guarantees of future performance and are subject to risks,
uncertainties and assumptions that are difficult to predict. Therefore, actual
results may differ materially from those expressed or forecasted in such
forward-looking statements. The risks and uncertainties include, but are not
limited to:
o future economic and business conditions;
o lack of sustained growth and disruptions in the economies of the
Company's market areas;
o government monetary and fiscal policies;
13
o the effects of changes in interest rates on the levels, composition
and costs of deposits, loan demand, and the values of loan collateral,
securities, and interest sensitive assets and liabilities;
o the effects of competition from a wide variety of local, regional,
national and other providers of financial, investment, and insurance
services, as well as competitors that offer banking products and
services by mail, telephone, computer and/or the Internet;
o credit risks;
o higher than anticipated levels of defaults on loans;
o perceptions by depositors about the safety of their deposits;
o capital adequacy;
o the failure of assumptions underlying the establishment of the
allowance for loan losses and other estimates, including the value of
collateral securing loans;
o ability to weather the current economic downturn;
o loss of consumer or investor confidence;
o availability of liquidity sources;
o the risks of opening new offices, including, without limitation, the
related costs and time of building customer relationships and
integrating operations as part of these endeavors and the failure to
achieve expected gains, revenue growth and/or expense savings from
such endeavors;
o changes in laws and regulations, including tax, banking and securities
laws and regulations;
o changes in accounting policies, rules and practices;
o changes in technology or products may be more difficult or costly, or
less effective, than anticipated;
o the effects of war or other conflicts, acts of terrorism or other
catastrophic events that may affect general economic conditions and
economic confidence; and
o other factors and information described in this report and in any of
the other reports that we file with the Securities and Exchange
Commission under the Securities Exchange Act of 1934.
All forward-looking statements are expressly qualified in their entirety by this
cautionary notice. The Company has no obligation, and does not undertake, to
update, revise or correct any of the forward-looking statements after the date
of this report. The Company has expressed its expectations, beliefs and
projections in good faith and believes they have a reasonable basis. However,
there is no assurance that these expectations, beliefs or projections will
result or be achieved or accomplished.
Item 2. - Management's Discussion and Analysis of Financial Condition and
Results of Operations
The following discussion and analysis should be read in conjunction with the
financial statements and related notes appearing in the 2008 Annual Report on
Form 10-K for GrandSouth Bancorporation. Results of operations for the
three-month period ended March 31, 2009 are not necessarily indicative of the
results to be attained for any other periods. The following information may
contain forward looking statements that involve risks and uncertainties. The
Company's actual results may differ materially from the results discussed in the
forward-looking statements. Dollars are in thousands, except per share data.
Critical Accounting Policies
The Company has adopted various accounting policies, which govern the
application of accounting principles generally accepted in the United States of
America in the preparation of the Company's financial statements. The
significant accounting policies of the Company are described in the notes to the
audited consolidated financial statements included in the Company's 2008 Form
10-K.
Certain accounting policies involve significant estimates and assumptions by
management, which have a material impact on the carrying value of certain assets
and liabilities; management considers such accounting policies to be critical
accounting policies. The estimates and assumptions used by management are based
on historical experience and other factors, which are believed to be reasonable
under the circumstances. Because of the nature of the judgments and assumptions
made by management, actual results could differ from these judgments and
14
estimates, which could have a material impact on the carrying value of assets
and liabilities and the results of operations of the Company.
The Company believes the allowance for loan losses is a critical accounting
policy that requires the most significant judgments and estimates used in
preparation of its consolidated financial statements. Refer to the "Provision
and Allowance for Loan Losses" section in this report and the "Provision for
Loan Losses" and "Allowance for Loan Losses" sections in the Company's 2008 Form
10-K for a detailed description of the Company's estimation process and
methodology related to the allowance for loan losses.
CHANGES IN FINANCIAL CONDITION
During the first three months of 2009, loans increased by $3,374, or 1.1%, and
securities available-for-sale decreased by $2,167, or 4.6%. Deposits decreased
by $5,908, or 1.9% and net borrowings from the Federal Home Loan Bank ("FHLB")
decreased by $3,000. The Company issued two series of fixed rate cumulative
perpetual preferred stock under the U. S. Treasury's Capital Purchase Program
during the 2009 period for aggregate proceeds of approximately $9,000.
The economy of the Company's market area deteriorated significantly over the
past year. Unemployment for the Greenville, SC Metropolitan Statistical Area was
9.8% as of March 31, 2009, compared with 4.6% as of March 31, 2008. Coupled with
the ongoing deterioration of home prices and significantly reduced values of
many other asset classes, this trend has led many consumers to withdraw from the
marketplace. Consequently, demand for loans has decreased and the repayment
performance of loans previously granted is distressed at levels not seen in
recent times. These trends are evident in the increase in nonaccrual and past
due loans, higher holdings of assets acquired in settlement of loans, higher
provisions for loan losses and lower net income.
RESULTS OF OPERATIONS
Earnings Performance
Net income for the first three months of 2009 was $371, a decrease of $241, or
39.4%, from the comparable 2008 period. Net interest income for the 2009 period
was impacted by compression of both net interest spread and net yield on earning
assets. The yield on earning assets decreased by 186 basis points and rates paid
for interest bearing liabilities decreased by 136 basis points. The average
volume of earning assets for the first quarter of 2009 was 9.1% more than for
the same prior year quarter, and average interest bearing liabilities were 6.9%
higher than the prior year quarter.
Earnings per common share for the first quarter of 2009 were $0.07 compared with
$0.18 for the first quarter of 2008. Earnings per common share, assuming
dilution for the 2009 and 2008 periods were $0.07 and $0.17, respectively.
15
Summary Income Statement
------------------------
For the Three Months Ended March 31, 2009 2008 Dollar Change Percentage Change
---- ---- ------------- -----------------
Interest income .................................... $ 5,473 $ 6,591 $(1,118) -17.0%
Interest expense ................................... 2,464 3,355 (891) -26.6%
------- ------- ------
Net interest income ................................ 3,009 3,236 (227) -7.0%
Provision for loan losses .......................... 600 255 345 135.3%
Noninterest income ................................. 224 186 38 20.4%
Noninterest expenses ............................... 2,046 2,215 (169) -7.6%
Income tax expense ................................. 216 340 (124) -36.5%
------- ------- ------
Net income ......................................... $ 371 $ 612 $ (241) -39.4%
======= ======= ======
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Net Interest Income
Net interest income is the difference between the interest earned on earning
assets and the interest paid for funds acquired to support those assets. Net
interest income, the principal source of the Company's earnings, was $3,009 and
$3,236 for the three months ended March 31, 2009 and 2008, respectively.
Changes that affect net interest income are changes in the average rate earned
on interest earning assets, changes in the average rate paid on interest bearing
liabilities, and changes in the volume of interest earning assets and interest
bearing liabilities. In addition, loans that become nonaccrual loans negatively
affect interest income and net interest income in two ways. First, when a loan
becomes nonaccrual, any previously accrued but uncollected income is reversed
against current period income. Second, future accruals of income are
discontinued until such time as the loan has again performed in accordance with
its contractual provisions for a considerable period of time and collection of
the remaining loan amount is reasonably assured.
16
Average Balances, Income and Expenses, and Yields and Rates
For the Three Months Ended March 31,
------------------------------------
2009 2008
---- ----
Interest Annualized Interest Annualized
Average Income/ Yields/ Average Income/ Yields/
Balances (1) Expense Rates Balances (1) Expense Rates
------------ ------- ----- ------------ ------- -----
Federal funds sold and due from Federal
Home Loan Bank ........................... $ 5,398 $ 47 3.53% $ 5,741 $ 48 3.36%
Investment securities (2) ....................... 50,506 586 4.71% 59,406 772 5.23%
Loans (2) (3) (4) ............................... 306,130 4,840 6.41% 266,581 5,771 8.71%
-------- -------- -------- --------
Total interest earning assets ....... 362,034 5,473 6.13% 331,728 6,591 7.99%
Interest bearing deposits ....................... $290,275 $ 2,168 3.03% $287,816 $ 3,138 4.39%
Federal Home Loan Bank advances ................. 27,728 227 3.32% 9,176 80 3.51%
Junior subordinated debt ........................ 8,247 69 3.39% 8,247 137 6.68%
-------- -------- -------- --------
Total interest bearing
liabilities ....................... 326,250 2,464 3.06% 305,239 3,355 4.42%
Net interest spread (5) ......................... 3.07% 3.57%
Net interest income and net yield
on earning assets (6) .................... $ 3,009 3.37% $ 3,236 3.92%
|
(1) Average balances are computed on a daily basis.
(2) Any interest income on tax-exempt instruments included in this category is
not calculated on a tax-equivalent basis.
(3) Nonaccruing loans are included in the loan balance and income from such
loans is recognized on a cash basis.
(4) Loan fees are included in the interest income computation, but are not
considered material to the above analysis.
(5) Total interest-earning assets yield less total interest-bearing liabilities
rate.
(6) Net yield on earning assets equals net interest income divided by total
interest earning assets.
As shown in the table, average interest earning assets for the first quarter of
2009 increased by $30,306 over the same period in 2008, while average interest
bearing liabilities increased by $21,011.
For the first quarter of 2009, the average yield on earning assets was 6.13%
compared with 7.99% for the first quarter of 2008. The primary factor in this
decrease was a 230 basis point decrease in the yield on loans. A significant
percentage of the Company's loans are variable rate loans. Over the past year,
the Federal Reserve Board aggressively lowered interest rates in an effort to
prevent the effects of problems that originated in subprime lending markets from
spreading to other credit markets. Those actions by the Federal Reserve Board
normally are followed by actions by money center banks to reduce their prime
lending rates. As of March 31, 2009, the prime rate was 3.25% compared with
5.25% as of March 31, 2008. Requirements contained in many of the Company's
variable rate loan agreements obligate it to reset interest rates on the same
schedule as the money center banks. However, the Company's loan agreements in
many cases contain provisions that establish a loan's applicable rate at a fixed
amount above the nominal prime rate. Some agreements, especially those
originated more recently, may provide for the maintenance of minimum rates
(floors) above prime.
Interest income derived from investment securities decreased by $186. The yield
on these assets decreased by 52 basis points and the average amounts held
decreased by $8,900, or 15.0%.
The average cost of interest bearing liabilities was 3.06% for the 2009 period,
compared with 4.42% for the 2008 quarter. The rate paid in the first quarter of
2009 for the Company's junior subordinated debentures was 329 basis points lower
than the rate paid for the same period of 2008.
17
The following table reflects changes in the Company's net interest income. In
general, the positive effect of increased volumes of earning assets was more
than offset by lower yields and by increased volumes of interest bearing
deposits.
Analysis of Changes in Net Interest Income
Three Months Ended
March 31, 2009
--------------
Volume (3) Rate (3) Total
---------- -------- -----
Federal funds sold ...................... $ (3) $ 2 $ (1)
Investment securities (1) ............... (112) (74) (186)
Loans (1) (2) ........................... 744 (1,675) (931)
------- ------- -------
Total interest income ......... 629 (1,747) (1,118)
------- ------- -------
Interest bearing deposits ............... 13 (983) (970)
Federal Home Loan Bank advances ......... 151 (4) 147
Junior subordinated debt ................ - (68) (68)
------- ------- -------
Total interest expense ........ 164 (1,055) (891)
------- ------- -------
Net interest income ...... $ 465 $ (692) $ (227)
======= ======= =======
-------
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(1) The changes in rate are not calculated on a fully tax-equivalent basis.
(2) Interest income on nonaccruing loans is recognized on a cash basis. Loan
income includes fees, which are immaterial to the calculation.
(3) The rate/volume variance for each category has been allocated on a
consistent basis between rate and volume based on the percentage of rate or
volume variances to the sum of the absolute variances, except in categories
having balances in only one period. In such cases, the entire variance is
attributed to volume differences.
Noninterest Income
Noninterest income was $224 and $186 for the three months ended March 31, 2009
and 2008, respectively. Service charges on deposit accounts increased by $14 due
to higher levels of assessable activity and mortgage loan origination fees
increased by $10. During the 2009 three month period, the Company recorded a
gain on the sale of assets acquired in settlement of loans of $9.
Noninterest Expenses
Noninterest expenses for the three months ended March 31, 2009 and 2008 were
$2,046 and $2,215, respectively. Salaries and employee benefits decreased by $59
primarily due to the elimination of incentives and automobile allowances which
resulted in savings of $80 and a $38 reduction in bonuses. Those savings were
partially offset by a $27 increase in employee insurance benefits expenses,
salary increases of $16 and an increase of $16 for other employee benefits. Data
processing expenses decreased by $27 due to the achievement of pricing
breakpoints associated with higher transaction volumes. Insurance expense
increased by $44 due to a $51 increase in FDIC insurance premiums. These
expenses are expected to increase throughout the remainder of the year when
higher assessment rates are expected to be imposed by FDIC. Professional
services expenses decreased by $25 primarily due to a $70 decrease in fees paid
for other outsourced accounting services which were partially offset by
increases in fees paid for other consulting and legal services. Other expenses
decreased by $65 primarily due to a $10 decrease in marketing expenses and the
non-recurrence of a $53 loss on the sale of assets acquired in settlement of
loans recognized in the 2008 period.
18
Provision and Allowance for Loan Losses
The allowance for loan losses was 1.24% of loans as of March 31, 2009 compared
with 1.36% as of December 31, 2008. The provision for loan losses was $600 and
$255 for the three month periods ended March 31, 2009 and 2008, respectively.
The amount of the provision for the 2009 period increased primarily as the
result of net charge-offs of $940 during the period and continuing high levels
of non-performing loans. Management reviews the adequacy of the allowance on an
ongoing basis and believes it is adequate.
The following table shows the changes in allowance for loan and lease losses
during the periods shown:
Three Months Ended Year Ended Three Months Ended
March 31, 2009 December 31, 2008 March 31, 2008
-------------- ----------------- --------------
Allowance at beginning of period ................................. $ 4,110 $ 2,943 $ 2,943
Provision for loan losses ........................................ 600 2,880 255
Charge-offs ...................................................... (1,066) (2,382) (241)
Recoveries ....................................................... 126 669 114
------- ------- -------
Allowance at end of period ....................................... $ 3,770 $ 4,110 $ 3,071
======= ======= =======
Allowance as a percentage of loans outstanding
at period end .................................................. 1.24% 1.36% 1.14%
Annualized net charge-offs as a percentage
of average loans ............................................... 1.23% 0.61% 0.19%
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Loans
The following table shows the composition of the loan portfolio at each date
indicated.
March 31, 2009 December 31, 2008
-------------- -----------------
Commercial, financial and agricultural ........................... $ 45,327 15% $ 42,734 14%
Real estate - construction, land development and
other land ..................................................... 70,575 23% 75,537 25%
Real estate - mortgage ........................................... 183,864 60% 178,387 59%
Installment loans ................................................ 5,241 2% 4,975 2%
-------- --- -------- ---
Total loans ...................................................... $305,007 100% $301,633 100%
======== === ======== ===
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19
Non-Performing Loans
Following is a summary of non-performing loans as of March 31, 2009 and December
31, 2008:
March 31, 2009 December 31, 2008
-------------- -----------------
Non-performing loans
Nonaccrual loans ............................................................. $6,253 $6,497
Loans past due 90 days or more and still accruing ............................ 342 714
------ ------
Total .......................................................... $6,595 $7,211
====== ======
Non-performing loans as a percentage of:
Loans outstanding ............................................................ 2.16% 2.39%
Allowance for loan losses .................................................... 174.93% 175.45%
|
There were no restructured loans during either period. Impaired loans as of
March 31, 2009 totaled $7,992 compared with $9,779 as of December 31, 2008. Of
the $7,992 outstanding at March 31, 2009, $4,990 required a valuation allowance
of $798 compared with $5,887 requiring a valuation allowance of $1,655 as of
December 31, 2008. Slightly lower levels of non-accrual loans as of March 31,
2009 resulted from charge-off of approximately $512 of such loans during the
period and the transfer of $1,209 of such loans to assets acquired in settlement
of loans during the 2009 period. As of March 31, 2009, 94% of nonaccrual loans
were secured by real estate and 6% were secured by other collateral.
Potential problem loans, consisting of loans where information about the
borrower's possible credit problems causes management to have serious doubts
about the borrower's ability to comply with current repayment terms, which may
result in subsequent classification of such loans as non-performing loans,
totaled $4,108 as of March 31, 2009 compared with $3,300 as of December 31,
2008.
LIQUIDITY
Liquidity is the ability to meet current and future obligations through
liquidation or maturity of existing assets or the acquisition of additional
liabilities. Adequate liquidity is necessary to meet the requirements of
customers for loans and deposit withdrawals in the most timely and economical
manner. Some liquidity is provided by maintaining assets which may be
immediately converted into cash at minimal cost. However, the most manageable
sources of liquidity are composed of liabilities, with the primary focus on
liquidity management being on the ability to obtain deposits within the Bank's
service area. Asset liquidity is provided from several sources, including
amounts due from banks, federal funds sold, funds from maturing loans and funds
from the sale of investment securities.
The Bank is a member of the FHLB of Atlanta (the "FHLB") and, as such, has the
ability to borrow against the security of its 1-4 family residential mortgage
loans and qualifying commercial loans. At March 31, 2009, the Bank had the
ability to borrow up to $82,680 from the FHLB and $26,000 of such borrowings
were outstanding. The FHLB requires that securities, qualifying loans and stock
of the FHLB owned by the Bank be pledged to secure any advances from the FHLB.
The Bank also has $4,400 available through lines of credit with other banks as
an additional source of liquidity funding. Management believes that the
Company's and the Bank's overall liquidity sources are adequate to meet their
operating needs in the ordinary course of business.
The Company's loan-to-deposit ratio was 100.0% as of March 31, 2009 and 97.0% as
of December 31, 2008.
20
CAPITAL RESOURCES
The capital base for the Company increased by $8,799 during the first three
months of 2009. This net change is due to increases in equity resulting from
$8,990 in proceeds from issuing preferred stock, net income of $371, share-based
compensation of $29, and offsetting decreases from unrealized net losses on
investment securities, net of related tax effects, of $470, and $49 and $72 cash
dividends declared on preferred stock and common stock, respectively, during the
first three months of 2009. The preferred stock is included in Tier 1 capital
for purposes of computing the Company's regulatory capital ratios.
As of March 31, 2009, unrealized losses on investment securities are not
considered to be other than temporary because the Company has the ability and
intent to hold the securities until such time as the value recovers or the
securities mature.
The Company's average equity-to-assets ratio was 8.36% at March 31, 2009,
compared with 6.54% at December 31, 2008.
The Federal Reserve and the Federal Deposit Insurance Corporation ("FDIC") have
issued guidelines for risk-based capital requirements for bank holding companies
and banks. As of March 31, 2009, the Company and Bank exceeded the capital
levels that are required to be maintained.
It is management's objective to maintain the capital levels such that the Bank
will continue to be considered well capitalized. However, no assurance can be
given that this objective will be achieved. The Company anticipates that it will
maintain capital at levels that will allow the Company and the Bank to qualify
as being adequately capitalized as defined by regulation.
Company and Bank capital ratios at March 31, 2009 are presented in the following
table, compared with the "well capitalized" (applies only to the Bank) and
minimum ratios under the Federal Reserve and FDIC regulatory definitions and
guidelines:
Total
Tier 1 Capital Leverage
------ ------- --------
Company ................................... 10.0% 14.1% 8.3%
Bank ...................................... 9.7% 10.9% 8.1%
Minimum "well-capitalized" requirement .... 6.0% 10.0% 5.0%
Minimum requirement ....................... 4.0% 8.0% 4.0%
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OFF-BALANCE-SHEET ARRANGEMENTS
The Company, through operations of the Bank, makes contractual commitments to
extend credit in the ordinary course of its business activities. These
commitments are legally binding agreements to lend money to customers of the
Bank at predetermined interest rates for a specified period of time. At March
31, 2009, the Bank had issued commitments to extend credit of $69,999 through
various types of lending.
The commitments generally expire over one year. Past experience indicates that
many of these commitments to extend credit will expire unused. However, as
described in "Liquidity," the Company believes that it has adequate sources of
liquidity to fund commitments that are drawn upon by borrowers.
In addition to commitments to extend credit, the Bank also issues standby
letters of credit which are assurances to a third party that it will not suffer
a loss if the Bank's customer fails to meet its contractual obligations to the
third party. Standby letters of credit totaled $1,200 at March 31, 2009. Past
experience indicates that many of these standby letters of credit will expire
unused. However, through its various sources of liquidity, the Bank believes
that it will have the necessary resources to meet these obligations should the
need arise.
Neither the Company nor its subsidiary is involved in other off-balance sheet
contractual relationships, unconsolidated related entities that have off-balance
sheet arrangements or transactions that could result in liquidity needs or other
commitments or significantly impact earnings. Obligations under noncancelable
operating lease agreements totaled approximately $281 at March 31, 2009. These
obligations are payable over several years as shown in Note 10 to the Company's
audited Financial Statements included in the Company's 2008 Annual Report on
Form 10-K.
21
Commitments and Contingencies
As a result of the acquisition of $2,413 in specialty commercial loans during
the second quarter of 2005, the Company is obligated to pay the seller's former
owners a percentage of the outstanding loan balances each quarter. Such payments
may be reduced if losses on the loans exceed certain levels. Currently, the
percentage payout is 3% annually, but the percentage declines over the life of
an agreement that expires May 16, 2015. No payments were made under the
agreement during the first quarter of 2009 due to the level of losses on the
loans.
Variable Interest Entity
On May 3, 2006, the Company sponsored the creation of a Delaware statutory
trust, GrandSouth Capital Trust I (the "Trust"), and is the sole owner of the
common securities issued by the Trust. On May 10, 2006, the Trust issued $8,000
in floating rate capital securities. The proceeds of this issuance, and the
amount of the Company's investment in the common securities, were used to
acquire $8,247 principal amount of the Company's floating rate junior
subordinated debt securities due 2036 ("Debentures"), which securities, and the
accrued interest thereon, now constitute the Trust's sole assets. The interest
rate associated with the debt securities, and the distribution rate on the
common securities of the Trust, is adjustable quarterly at 3 month LIBOR plus
185 basis points. The Company may defer interest payments on the Debentures for
up to twenty consecutive quarters, but not beyond the stated maturity date of
the Debentures. In the event that such interest payments are deferred by the
Company, the Trust may defer distributions on the capital and common securities.
In such an event, the Company would be restricted in its ability to pay
dividends on its common stock and perform under other obligations that are not
senior to the Debentures.
The Debentures are redeemable at par at the option of the Company, in whole or
in part, on any interest payment date on or after June 23, 2011. Prior to that
date, the Debentures are redeemable at par plus a premium of up to 4.40% of par
upon the occurrence of certain events that would have a negative tax effect on
the Trust or that would cause it to be required to be registered as an
investment company under the Investment Company Act of 1940 or that would cause
trust preferred securities not to be eligible to be treated as Tier 1 capital by
the Federal Reserve Board. Upon repayment or redemption of the Debentures, the
Trust will use the proceeds of the transaction to redeem an equivalent amount of
capital securities and common securities. The Trust's obligations under the
capital securities are unconditionally guaranteed by the Company. In accordance
with Financial Accounting Standards Board Interpretation 46(R), the Trust is not
consolidated in the Company's financial statements.
Item 3. - Quantitative and Qualitative Disclosures About Market Risk
Market risk is the risk of loss from adverse changes in market prices and rates.
The Company's market risk arises principally from interest rate risk inherent in
its lending, deposit and borrowing activities. Management actively monitors and
manages its interest rate risk exposure. Although the Company manages other
risks, such as credit quality and liquidity risk in the normal course of
business, management considers interest rate risk to be its most significant
market risk and this risk could potentially have the largest material effect on
the Company's financial condition and results of operations. Other types of
market risks such as foreign currency exchange risk and commodity price risk do
not arise in the normal course of community banking activities.
As of March 31, 2009 there was no significant change from the interest rate
sensitivity analysis as of December 31, 2008. The foregoing disclosures related
to the market risk of the Company should be read in connection with Management's
Discussion and Analysis or Plan of Operation included in the 2008 Annual Report
on Form 10-K.
22
Item 4T. - Controls and Procedures
Based on the evaluation required by 17 C.F.R. Section 240.13a-15(b) or
240.15d-15(b) of the Company's disclosure controls and procedures (as defined in
17 C.F.R. Sections 240.13a-15(e) or 240.15d-15(e)), the Company's chief
executive officer and chief financial officer concluded that such controls and
procedures, as of the end of the period covered by this report, were effective.
In connection with management's evaluation required by 17 C.F.R. 240.13a-15(d)
or 240.15d-15(d) of the Company's internal control over financial reporting,
management has determined that there has been no change in the Company's
internal control over financial reporting during the most recent fiscal quarter
that has materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting.
23
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
On January 4, 2009, the Company held a special meeting of shareholders for the
purpose of voting on an amendment to the Company's Articles of Incorporation to
authorize the issuance of 20 million shares of preferred stock with such
preferences, limitations and relative rights, within legal limits, of the class,
or one or more series within the class, as are set by the Board of Directors.
The requisite number of shares voted in favor of the amendment. The results of
the voting were as follows:
Number of shares voted FOR Number of shares voted AGAINST Abstentions Broker Non-Votes
-------------------------- ------------------------------ ----------- ----------------
2,483,073 13,777 399 0
|
Item 6. - Exhibits
3.1 Articles of Incorporation, as amended
4.1 Terms of Series T Preferred Stock and Series W Preferred Stock
(see Exhibit 3.1, Articles of Incorporation, as amended)
4.2(a) Form of Certificate for Series T Preferred Stock (1)
4.2(b) Form of Certificate for Series W Preferred Stock (1)
4.3 Warrant for Purchase of Shares of Series W Preferred Stock (1)
10.1 Letter Agreement, dated January 9, 2009, between GrandSouth
Bancorporation and the United States Department of the
Treasury with respect to the issuance and sale of Series T
Preferred Stock and the Warrant (1)
31.1 Rule 13a-14(a)/15d-14(a) Certification of principal executive
officer
31.2 Rule 13a-14(a)/15d-14(a) Certification of principal accounting
officer
32 Certifications pursuant to 18 U.S.C. Section 1350
(1) Incorporated by reference to exhibits to the Company's Form 8-K filed
January 12, 2009.
24
SIGNATURES
Pursuant to the requirements 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.
GRANDSOUTH BANCORPORATION
Registrant
By: /s/ Mason Y. Garrett Date:May 15, 2009
------------------------------------------- ---------------
Mason Y. Garrett
Chief Executive Officer
By: /s/ J. B. Garrett Date: May 15, 2009
------------------------------------------- ------------
J. B. Garrett
Chief Financial Officer
|
25
EXHIBIT INDEX
3.1 Articles of Incorporation, as amended
4.1 Terms of Series T Preferred Stock and Series W Preferred Stock
(see Exhibit 3.1, Articles of Incorporation, as amended)
4.2(a) Form of Certificate for Series T Preferred Stock (1)
4.2(b) Form of Certificate for Series W Preferred Stock (1)
4.3 Warrant for Purchase of Shares of Series W Preferred Stock (1)
10.1 Letter Agreement, dated January 9, 2009, between GrandSouth
Bancorporation and the United States Department of the
Treasury with respect to the issuance and sale of Series T
Preferred Stock and the Warrant (1)
31.1 Rule 13a-14(a)/15d-14(a) Certification of principal executive
officer
31.2 Rule 13a-14(a)/15d-14(a) Certification of principal accounting
officer
32 Certifications pursuant to 18 U.S.C. Section 1350
(1) Incorporated by reference to exhibits to the Company's Form 8-K filed
January 12, 2009.
26
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2009
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______ TO _______.
Commission File Number: 000-31937
GRANDSOUTH BANCORPORATION
(Exact name of registrant as specified in its charter)
Incorporated in the State of South Carolina
I.R.S. Employer Identification Number 57-1104394
381 Halton Road, Greenville, SC 29607
(Address of Principal Executive Offices)
(864) 770-1000
(Registrant's Telephone Number, including Area Code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
[X] Yes [ ] No
Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T
during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files).
[ ] Yes [ ] No (Not yet applicable to the Registrant)
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
(Check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
[ ] Yes [X] No
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date. Common Stock - No Par Value,
3,573,695 Shares Outstanding on August 10, 2009
-1-
GRANDSOUTH BANCORPORATION
Index to Form 10-Q
Page
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets .................................... 3
Consolidated Statements of Income .............................. 4
Consolidated Statements of Changes in Shareholders' Equity
and Comprehensive Income .............................. 5
Consolidated Statements of Cash Flows .......................... 6
Notes to Unaudited Consolidated Financial Statements ........... 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations .................................. 19
Item 3. Quantitative and Qualitative Disclosures About Market Risk ..... 28
Item 4T. Controls and Procedures ......................................... 28
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders ............. 29
Item 6. Exhibits ........................................................ 29
SIGNATURES ............................................................... 30
|
-2-
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
GRANDSOUTH BANCORPORATION
Consolidated Balance Sheets
(Unaudited)
June 30, December 31,
2009 2008
----- ----
(Dollars in thousands)
Assets
Cash and due from banks .................................................................. $ 6,171 $ 2,329
Interest bearing transaction accounts with other banks ................................... 3,676 8,453
Federal funds sold ....................................................................... - 429
--------- ---------
Cash and cash equivalents ............................................................ 9,847 11,211
Certificates of deposit with other banks ................................................. 2,000 2,000
Securities available for sale ............................................................ 38,162 47,378
Other investments, at cost ............................................................... 1,999 1,926
Loans, net of allowance for loan losses of $4,587 for 2009 and
$4,110 for 2008 ...................................................................... 303,341 297,523
Premises and equipment, net .............................................................. 4,648 4,744
Bank owned life insurance ................................................................ 5,045 4,944
Assets acquired in settlement of loans ................................................... 1,472 674
Interest receivable ...................................................................... 2,114 2,077
Deferred income taxes .................................................................... 862 1,033
Goodwill ................................................................................. 737 737
Other assets ............................................................................. 858 770
--------- ---------
Total assets ...................................................................... $ 371,085 $ 375,017
========= =========
Liabilities
Deposits
Noninterest bearing .................................................................. $ 14,407 $ 15,331
Interest bearing ..................................................................... 282,422 295,554
--------- ---------
Total deposits .................................................................... 296,829 310,885
Short-term Federal Home Loan Bank advances ............................................... 5,500 -
Long-term Federal Home Loan Bank advances ................................................ 24,000 29,000
Junior subordinated debentures ........................................................... 8,247 8,247
Interest payable ......................................................................... 462 639
Other liabilities ........................................................................ 3,280 2,073
--------- ---------
Total liabilities ................................................................. 338,318 350,844
--------- ---------
Shareholders' equity
Preferred stock - Series T - $1,000 per share liquidation preference;
issued and oustanding - 9,000 at June 30, 2009 and
none at December 31, 2008 ............................................................ 7,607 -
Preferred stock, Series W - $1,000 per share liquidation preference; issued
and outstanding - 450 at June 30, 2009 and
none at December 31, 2008 ............................................................ 1,426 -
Common stock - no par value; 20,000,000 shares authorized;
issued and outstanding - 3,573,695 at June 30, 2009 and
3,573,695 at December 31, 2008 ....................................................... 19,997 19,940
Retained earnings ........................................................................ 4,165 3,970
Accumulated other comprehensive income (loss) ............................................ (428) 263
--------- ---------
Total shareholders' equity ........................................................ 32,767 24,173
--------- ---------
Total liabilities and shareholders' equity ........................................ $ 371,085 $ 375,017
========= =========
|
The accompanying notes are an integral part of these consolidated financial
statements.
-3-
GRANDSOUTH BANCORPORATION
Consolidated Statements of Income
(Unaudited)
Period Ended June 30,
---------------------
Three Months Six Months
------------ ----------
2009 2008 2009 2008
---- ---- ---- ----
(Dollars in thousands, except per share)
Interest income
Loans, including fees ................................................. $ 4,990 $ 5,437 $ 9,830 $11,208
Investment securities
Taxable ............................................................. 410 574 859 1,191
Nontaxable .......................................................... 144 143 281 284
Dividends ............................................................. - 23 - 37
Other ................................................................. 22 79 69 127
------- ------- ------- -------
Total interest income ............................................. 5,566 6,256 11,039 12,847
------- ------- ------- -------
Interest expense
Deposits .............................................................. 1,927 2,726 4,095 5,864
Federal Home Loan Bank advances ....................................... 226 187 453 267
Junior subordinated debt .............................................. 63 93 132 230
------- ------- ------- -------
Total interest expense ............................................ 2,216 3,006 4,680 6,361
------- ------- ------- -------
Net interest income ........................................................ 3,350 3,250 6,359 6,486
Provision for loan losses .................................................. 1,250 460 1,850 715
------- ------- ------- -------
Net interest income after provision for loan losses ........................ 2,100 2,790 4,509 5,771
------- ------- ------- -------
Noninterest income
Service charges on deposit accounts ................................... 153 125 277 235
Gain on sale of securities available for sale ......................... - 16 - 16
Other income .......................................................... 79 67 179 143
------- ------- ------- -------
Total noninterest income .......................................... 232 208 456 394
------- ------- ------- -------
Noninterest expense
Salaries and employee benefits ........................................ 1,272 1,296 2,569 2,652
Occupancy and equipment ............................................... 151 197 315 407
Data processing ....................................................... 105 127 222 271
Insurance expense ..................................................... 303 134 413 200
Postage and supplies .................................................. 18 43 89 116
Professional services ................................................. 102 114 220 257
Real estate and loan .................................................. 34 31 81 133
Other ................................................................. 136 80 258 201
------- ------- ------- -------
Total noninterest expenses ........................................ 2,121 2,022 4,167 4,237
------- ------- ------- -------
Income before income taxes ................................................. 211 976 798 1,928
Income tax expense ......................................................... 29 349 245 689
------- ------- ------- -------
Net income ................................................................. 182 627 553 1,239
------- ------- ------- -------
Deductions for amounts not available to common shareholders:
Net amortization (accretion) of preferred stock
to liquidation preference value ................................... 23 - 43 -
Dividends declared or accumulated
on preferred stock ................................................ 124 - 233 -
------- ------- ------- -------
Net income available to common shareholders ................................ $ 35 $ 627 $ 277 $ 1,239
======= ======= ======= =======
Per share of common stock
Net income available to common shareholders ........................... $ 0.01 $ 0.19 $ 0.08 $ 0.37
Net income available to common shareholders,
assuming dilution ................................................. 0.01 0.18 0.08 0.35
Cash dividends declared ............................................... 0.02 0.02 0.04 0.04
|
The accompanying notes are an integral part of these consolidated financial
statements.
-4-
GRANDSOUTH BANCORPORATION
Consolidated Statements of Changes in Shareholders' Equity and Comprehensive
Income
(Unaudited)
Shares of Accumulated
Common Preferred Common Retained Other Comprehensive
Stock Stock Stock Earnings Income (Loss) Total
----- ----- ----- -------- ------------- -----
(Dollars in thousands, except per share)
Balance, January 1, 2008, previously reported .. 3,381,488 $ - $ 19,200 $ 3,083 $ 184 $ 22,467
Correction of accounting error (Note 5) ........ - - - (183) - (183)
--------- ---------- ---------- ---------- ---------- ----------
Balance January 1, 2008, as corrected .......... 3,381,488 - 19,200 2,900 184 22,284
Comprehensive income:
Net income ................................. - - - 1,239 - 1,239
----------
Unrealized holding gains and losses
on available for sale securities
arising during the period, net of
income taxes of $151 ..................... - - - - (295) (295)
Less: Reclassification adjustment
for gain on sale of securities
available for sale, net of
income taxes of $5 ....................... - (11) (11)
----------
Other comprehensive income (loss) ...... (306)
----------
Total comprehensive income ........... - - - - - 933
----------
Share-based compensation ....................... - - 53 - - 53
Cash dividends declared, $.04 per share ........ - - - (135) - (135)
--------- ---------- ---------- ---------- ---------- ----------
Balance, June 30, 2008 ......................... 3,381,488 $ - $ 19,253 $ 4,004 $ (122) $ 23,135
========= ========== ========== ========== ========== ==========
Balance, January 1, 2009 ....................... 3,573,695 $ - $ 19,940 $ 3,970 $ 263 $ 24,173
----------
Comprehensive income:
Net income ................................. - - - 553 - 553
----------
Unrealized holding gains and losses
on available for sale securities
arising during the period, net of
income taxes of $356 ..................... - - - - (691) (691)
----------
Other comprehensive income (loss) ...... (691)
----------
Total comprehensive income (loss) .... - - - - - (138)
----------
Issuance of preferred stock .................... - 8,990 - - - 8,990
Cash dividends declared on preferred stock ..... - - - (172) - (172)
Net accretion (amortization) of preferred stock - 43 - (43) - -
Share-based compensation ....................... - - 57 - - 57
Cash dividends declared on common stock,
$.04 per share ............................. - - - (143) - (143)
--------- ---------- ---------- ---------- ---------- ----------
Balance, June 30, 2009 ......................... 3,573,695 $ 9,033 $ 19,997 $ 4,165 $ (428) $ 32,767
========= ========== ========== ========== ========== ==========
|
The accompanying notes are an integral part of these consolidated financial
statements.
-5-
GRANDSOUTH BANCORPORATION
Consolidated Statements of Cash Flows
(Unaudited)
Six Months Ended
June 30,
2009 2008
----- ----
(Dollars in thousands)
Operating activities
Net income .............................................................................. $ 553 $ 1,239
Adjustments to reconcile net income to net
cash provided by operating activities
Provision for loan losses ........................................................ 1,850 715
Depreciation ..................................................................... 145 166
Net securities accretion ......................................................... (21) (31)
Gain on sale of securities available for sale .................................... - (16)
Gain on sale of premises and equipment ........................................... (15) (26)
(Gain) loss on sale of assets acquired in settlement of loans .................... (7) 53
Increase in cash surrender value of bank owned life insurance .................... (101) (93)
(Increase) decrease in other assets .............................................. (125) 601
Increase (decrease) in other liabilities ......................................... 1,101 (186)
Increase (decrease) in deferred tax assets ....................................... 527 (4)
Share-based compensation ......................................................... 57 53
-------- --------
Net cash provided by operating activities .................................... 3,964 2,471
-------- --------
Investing activities
Purchases of securities available for sale .............................................. (2,052) (3,199)
Principal paydowns of available for sale mortgage-backed
investment securities ............................................................... 2,991 2,976
Maturities and calls of securities available for sale ................................... 7,251 5,000
Proceeds of sales of securities available for sale ...................................... - 1,030
Proceeds of redemptions of other investments ............................................ 372 -
Purchases of other investments .......................................................... (445) (1,161)
Net increase in loans made to customers ................................................. (9,132) (25,601)
Purchases of premises and equipment ..................................................... (57) (182)
Proceeds from sales of premises and equipment ........................................... 23 41
Proceeds from sale of assets acquired in settlement of loans ............................ 673 1,392
-------- --------
Net cash used by investing activities ........................................ (376) (19,704)
-------- --------
Financing activities
Net decrease in deposits ................................................................ (14,056) (4,597)
Increase (decrease) in short-term borrowings ............................................ 5,500 (4,961)
Decrease (increase) in long-term Federal Home Loan Bank advances ........................ (5,000) 29,000
Proceeds from issuance of preferred stock and warrants .................................. 8,990 -
Cash dividends paid - common stock ...................................................... (214) (67)
Cash dividends paid - preferred stock ................................................... (172) -
-------- --------
Net cash (used) provided by financing activities ............................. (4,952) 19,375
-------- --------
(Decrease) increase in cash and cash equivalents ............................................. (1,364) 2,142
Cash and cash equivalents, beginning of period ............................................... 11,211 9,005
-------- --------
Cash and cash equivalents, end of period ..................................................... $ 9,847 $ 11,147
======== ========
|
The accompanying notes are an integral part of these consolidated financial
statements.
-6-
GRANDSOUTH BANCORPORATION
Consolidated Statements of Cash Flows (continued)
(Unaudited)
Six Months Ended
June 30,
2009 2008
---- ----
(Dollars in thousands)
Supplemental Disclosure of Cash Flow Information
Cash paid during the period for
Interest ............................................................................ $ 4,857 $ 6,480
Income taxes ........................................................................ - 1,077
Noncash investing and financing activities
Other comprehensive income (loss) ................................................... (691) (306)
Transfers of loans to assets acquired in settlement of loans ........................ 1,464 40
Dividends declared but unpaid ....................................................... - 68
|
The accompanying notes are an integral part of these consolidated financial
statements.
GRANDSOUTH BANCORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share amounts)
NOTE 1 - ORGANIZATION
GrandSouth Bancorporation (the "Company") is a South Carolina corporation
organized in 2000 for the purpose of being a holding company for GrandSouth Bank
(the "Bank"). On October 2, 2000, pursuant to a Plan of Exchange approved by the
shareholders, all of the outstanding shares of $2.50 par value common stock of
the Bank were exchanged for shares of no par value common stock of the Company.
The Company presently engages in no business other than that of owning the Bank,
has no employees and operates as one business segment. The Company is regulated
by the Board of Governors of the Federal Reserve System (the "Federal Reserve").
The unaudited consolidated financial statements include the accounts of the
Company and the Bank. All significant intercompany accounts and transactions
have been eliminated in consolidation.
The Bank was incorporated in 1998 and operates as a South Carolina chartered
bank providing full banking services to its customers. The Bank is subject to
regulation by the South Carolina State Board of Financial Institutions and the
Federal Deposit Insurance Corporation.
NOTE 2 - BASIS OF PRESENTATION
A summary of significant accounting policies and the audited financial
statements for 2008 are included in GrandSouth Bancorporation's Annual Report on
Form 10-K for the year ended December 31, 2008 filed with the Securities and
Exchange Commission.
The accompanying interim financial statements in this report are unaudited. In
the opinion of management, all adjustments (consisting of normal recurring
adjustments) necessary to present a fair statement of the results for the
interim period have been made. The results of operations for any interim period
are not necessarily indicative of the results to be expected for an entire year.
These interim financial statements should be read in conjunction with the annual
financial statements and notes thereto included in the 2008 Annual Report on
Form 10-K.
Certain prior period amounts have been reclassified to conform to the current
presentation. These reclassifications have no effect on previously reported
shareholders' equity or net income.
-7-
NOTE 3 - INVESTMENT SECURITIES
The following table presents information about amortized cost, unrealized gains,
unrealized losses and estimated fair values of securities:
June 30, 2009
-------------
Gross Gross
Unrealized Unrealized Estimated
Amortized Holding Holding Fair
Cost Gains Losses Value
---- ----- ------ -----
(Dollars in thousands)
Available for sale
Government-sponsored
enterprises (GSEs) ....... $ 4,000 $ 12 $ - $ 4,012
State, county and
municipal ................ 13,644 6 1,076 12,574
Mortgage-backed
securities
issued by GSEs ........... 21,167 729 320 21,576
------- ------- ------- -------
Total .................. $38,811 $ 747 $ 1,396 $38,162
======= ======= ======= =======
|
The amortized cost and estimated fair values of securities by contractual
maturity are shown below:
June 30, 2009
-------------
Available for sale
------------------
Amortized Estimated
Cost Fair Value
---- ----------
(Dollars in thousands)
Due within one year ............................ $ 669 $ 678
Due after one through five years ............... 4,993 5,071
Due after five through ten years ............... 4,712 4,747
Due after ten years ............................ 28,437 27,666
------- -------
$38,811 $38,162
======= =======
|
The estimated fair values and gross unrealized losses of all of the Company's
investment securities whose estimated fair values were less than amortized cost
as of June 30, 2009 which had not been determined to be other-than-temporarily
impaired are presented below. The Company evaluates all securities available for
sale for impairment as of each balance sheet date. The securities have been
segregated by investment category and the length of time that individual
securities have been in a continuous unrealized loss position in the following
table:
-8-
June 30, 2009
-------------
Continuously in Unrealized Loss Position for a Period of
--------------------------------------------------------
Less than 12 Months 12 Months or more Total
------------------- ----------------- -----
Estimated Unrealized Estimated Unrealized Estimated Unrealized
Fair Value Loss Fair Value Loss Fair Value Loss
---------- ---- ---------- ---- ---------- ----
Government-sponsored
enterprises (GSEs) ..................... $ - $ - $ - $ - $ - $ -
State, county and
municipal securities ................... 7,530 334 4,735 742 12,265 1,076
Mortgage-backed securities
issued by GSEs ......................... 2,044 7 502 313 2,546 320
------- ------- ------- ------- ------- -------
Total .................. $ 9,574 $ 341 $ 5,237 $ 1,055 $14,811 $ 1,396
======= ======= ======= ======= ======= =======
|
As of June 30, 2009, 26 securities had been continuously in an unrealized loss
position for less than 12 months and 10 securities had been continuously in an
unrealized loss position for 12 months or more. The Company evaluates all
available for sale securities and all held to maturity securities for impairment
as of each balance sheet date. The Company does not consider these investments
to be other-than-temporarily impaired because the unrealized losses resulted
primarily from higher market interest rates (as market interest rates increase,
the value of pre-existing bonds generally decreases), there have been no
downgrades below "investment grade" of the credit ratings of the issuers, and
there have been no delinquencies of scheduled principal or interest payments by
any of the issuers. The contractual terms of securities issued by
government-sponsored enterprises do not permit the issuer to settle the
securities at a price less than the face amount of the securities. Although the
Company classifies its investment securities as available-for-sale, management
has not determined that any particular securities will be disposed of prior to
maturity and believes that the Company has both the ability and the intent to
hold those securities until a recovery of fair value, including until maturity.
Substantially all of the issuers of state, county and municipal securities held
were rated at least "investment grade" as of June 30, 2009.
The Bank is a member of the Federal Home Loan Bank of Atlanta ("FHLB") and,
accordingly, is required to own restricted stock in that institution in amounts
that may vary from time to time. Because of the restrictions imposed, the stock
may not be sold to other parties, but is redeemable by the FHLB at the same
price as that at which it was acquired by the Bank. The Company evaluates this
security for impairment based on the probability of ultimate recoverability of
the recorded amount of the investment. No impairment has been recognized based
on this evaluation.
During the six months ended June 30, 2009, the Company had no sales of
available-for-sale securities. There were no transfers of available-for-sale
securities to other categories in the 2009 six month period.
NOTE 4 - NON-PERFORMING LOANS
As of June 30, 2009 and December 31, 2008, there were $10,935 and $6,497 in
nonaccrual loans, respectively. There were $1,015 in loans 90 or more days past
due and still accruing interest and no restructured loans as of June 30, 2009
compared with $714 in such loans as of December 31, 2008.
The company had 50 loans individually evaluated for impairment as of June 30,
2009 totaling $13,096. Of these 50 loans, 30 loans were identified to have
estimated losses totaling $1,829.
NOTE 5 - SHAREHOLDERS' EQUITY
On January 9, 2009, the Company issued 9,000 shares of its Series T cumulative
perpetual preferred stock to the U. S. Treasury for proceeds of approximately
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$9,000. During the first five years after issuance, dividends are payable
quarterly at a 5% annual rate. After that time, the annual dividend rate
increases to 9%. In addition, the Company simultaneously issued warrants to the
Treasury for 450 shares of the Company's Series W perpetual cumulative preferred
stock for no additional proceeds. The Treasury immediately exercised the
warrants, resulting in the issuance of the Series W preferred shares. Dividends
on this series are payable quarterly at an annual rate of 9%. In both cases, the
annual rate is applied to the liquidation preference amount of $1,000 per share
to calculate the dividend amount.
The Company recorded the issuance of the preferred shares and the warrants based
on the proportion that the fair value of the Series T preferred and the
intrinsic value of the Series W warrants bore to the total proceeds received. No
adjustments of the recorded amounts were made upon issuance of the Series W
cumulative preferred stock. The Company is amortizing or accreting the
difference between the recorded amounts and the liquidation preference amounts
over the five year estimated life of the shares using the straight-line method
which is not materially different from the yield method.
In March 2007, the FASB ratified the consensus reached by the Emerging Issues
Task Force ("EITF") in Issue No. 06-10, "Accounting for Collateral Assignment
Split-Dollar Life Insurance Arrangements." The EITF's consensus concluded that
an employer should recognize a liability for the postretirement benefit related
to a collateral assignment split-dollar life insurance arrangement in accordance
with either SFAS No. 106, "Employers' Accounting for Postretirement Benefits
Other Than Pensions," (if, in substance, a postretirement benefit plan exists)
or Accounting Principles Board Opinion No. 12, "Omnibus Opinion - 1967," (if the
arrangement is, in substance, an individual deferred compensation contract) if
the employer has agreed to maintain a life insurance policy during the
employee's retirement or provide the employee with a death benefit based on the
substantive agreement with the employee. Additionally, the EITF concluded that
an employer should recognize and measure an asset based on the nature and
substance of the collateral assignment split-dollar life insurance arrangement.
The EITF observed that in determining the nature and substance of the
arrangement, the employer should assess what future cash flows the employer is
entitled to, if any, as well as the employee's obligation and ability to repay
the employer. The consensus in this issue was effective for fiscal years
beginning after December 15, 2007, including interim periods within those fiscal
years with earlier application permitted. The consensus further directed
entities to recognize the impacts of applying the consensus in this Issue
through either a change in accounting principle through a cumulative-effect
adjustment to retained earnings or to other components of equity or net assets
in the statement of financial position as of the beginning of the year of
adoption or a change in accounting principle through retrospective application
to all prior periods.
The Company did not adopt the accounting principle with respect to its
split-dollar life insurance arrangements within the prescribed time period.
During the first quarter of 2009, the Company reported the effects thereof as a
correction of an accounting error as presented in the Consolidated Statements of
Changes in Shareholders' Equity and Comprehensive Income as a cumulative-effect
adjustment. The balance of the Company's retained earnings account as of January
1, 2008 was reduced by $183 and a corresponding increase was recognized in the
amount of other liabilities. The effect of the correction on previously reported
retained earnings and net income for 2008 and the first quarter of 2009 are not
material.
NOTE 6 - NET INCOME PER SHARE
Net income per share is computed on the basis of the weighted average number of
common shares outstanding in accordance with Statement of Financial Accounting
Standards No. 128, "Earnings per Share." Diluted net income per share is
computed by dividing net income by the sum of the weighted average number of
shares of common stock outstanding during each period plus the assumed exercise
of dilutive stock options using the treasury stock method.
Following is a reconciliation of basic net income per share to diluted net
income per share for the three and six months periods ended June 30, 2009 and
2008.
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Period Ended June 30,
---------------------
Three Months Six Months
------------ ----------
2009 2008 2009 2008
---- ---- ---- ----
(Dollars in thousands, except per share amounts)
Net income per common share, basic
Numerator - net income available to
common shareholders ............................ $ 35 $ 627 $ 277 $ 1,239
========= ========== ========= ==========
Denominator
Weighted average common shares
issued and outstanding ................................. 3,573,695 3,381,488 3,573,695 3,381,488
========= ========== ========= ==========
Net income per common share, basic ..................... $ .01 $ .19 $ .08 $ .37
========= ========== ========= ==========
Net income per common share, assuming dilution
Numerator - net income available to
common shareholders ............................ $ 35 $ 627 $ 277 $ 1,239
========= ========== ========= ==========
Denominator
Weighted average common shares
issued and outstanding ................................. 3,573,695 3,381,488 3,573,695 3,381,488
Effect of dilutive stock options ......................... - 184,971 - 186,949
--------- ---------- --------- ----------
Total shares .................................. 3,573,695 3,566,459 3,573,695 3,568,437
========= ========== ========= ==========
Net income per common share,
assuming dilution .................................... $ .01 $ .18 $ .08 $ .35
========= ========== ========= ==========
|
NOTE 7 -FAIR VALUE MEASUREMENTS
Fair value is defined as the price that would be received to sell an asset or
paid to transfer a liability in an orderly fashion between market participants
at the measurement date. A three-level hierarchy is used for fair value
measurements based upon the transparency of inputs to the valuation of an asset
or liability as of the measurement date. In developing estimates of the fair
values of assets and liabilities, no consideration of large position discounts
for financial instruments quoted in active markets is allowed. However, an
entity is required to consider its own creditworthiness when valuing its
liabilities. For disclosure purposes, fair values for assets and liabilities are
shown in the level of the hierarchy that correlates with the lowest level input
that is significant to the fair value measurement in its entirety.
The three levels of the fair value input hierarchy are described as follows:
Level 1 inputs reflect quoted prices in active markets for identical assets or
liabilities.
Level 2 inputs reflect observable inputs that may consist of quoted market
prices for similar assets or liabilities, quoted prices that are not in an
active market, or other inputs that are observable in the market and can be
corroborated by observable market data for substantially the full term of the
assets or liabilities being valued.
Level 3 inputs reflect the use of pricing models and/or discounted cash flow
methodologies using other than contractual interest rates or methodologies that
incorporate a significant amount of management judgment, use of the entity's own
data, or other forms of unobservable data.
The following is a summary of the measurement attributes applicable to financial
assets and liabilities that are measured at fair value on a recurring basis:
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Fair Value Measurement at Reporting Date Using
----------------------------------------------
Quoted Prices
in Active Significant
Markets for Other Significant
Identical Observable Unobservable
Assets Inputs Inputs
Description June 30, 2009 (Level 1) (Level 2) (Level 3)
------------- --------- --------- ---------
(Dollars in thousands)
Securities available for sale $ - $ 38,162 $ -
|
Pricing for the Company's securities available-for-sale is obtained from an
independent third-party that uses a process that may incorporate current market
prices, benchmark yields, broker/dealer quotes, issuer spreads, two-sided
markets, benchmark securities, bids, offers, other reference data and industry
and economic events that a market participant would be expected to use in
valuing the securities. Not all of the inputs listed apply to each individual
security at each measurement date. The independent third party assigns specific
securities into an "asset class" for the purpose of assigning the applicable
level of the fair value hierarchy used to value the securities. The techniques
used after adoption of SFAS No. 157 are consistent with the methods used
previously. Available for sale securities continue to be measured at fair value
with unrealized gains and losses recorded in other comprehensive income.
In February 2008, the Financial Accounting Standards Board Staff issued FASB
Staff Position No. FAS 157-2 ("FSP 157-2") which delayed for one year the
effective date of the application of Statement of Financial Accounting Standards
No. 157 "Fair Value Measurements" ("SFAS No. 157") to nonfinancial assets and
liabilities, except for items that are recognized or disclosed at fair value in
the financial statements on a recurring basis (at least annually). In accordance
with FSP 157-2, the Company only partially applied SFAS No. 157 in periods prior
to March 31, 2009. The following is a summary of assets or liabilities carried
on the Consolidated Balance Sheets by caption and level within the SFAS 157 fair
value hierarchy as of the date shown for which a non-recurring change in fair
value has been recorded during the reporting period.
Fair Value Measurement at Reporting Date Using
----------------------------------------------
Quoted Prices
in Active Significant
Markets for Other Significant Total Fair Value Changes
Identical Observable Unobservable Recorded as Gains (Losses)
--------------------------
Assets Inputs Inputs Three Six
Description June 30, 2009 (Level 1) (Level 2) (Level 3) Months Months
------------- --------- --------- --------- ------ ------
(Dollars in thousands)
Collateral dependent impaired loans $ - $ - $ 9,220 $ (1,451) $ (1,088)
Assets acquired in settlement of loans - - - - -
|
The fair value measurements shown above were made to adjust cost-based
measurements to fair value-based measurements due to changes in the
circumstances of individual assets. With respect to collateral-dependent
impaired loans, the measurements reflect management's belief that the Company
will receive repayment solely from the liquidation or operation of the
underlying collateral. As a practical expedient, SFAS No 114, "Accounting by
Creditors for Impairment of a Loan" allows such loans to be valued by comparing
the fair value of the collateral securing the loan with the loan's carrying
value (FASB ASC 310-10-35-22). If the carrying value exceeds the fair value of
the collateral, the excess is charged to the allowance for loan losses. If the
fair value of the collateral exceeds the loan's carrying amount, no adjustment
is made and the loan continues to be carried at historical cost. Accordingly,
any such loans are not included in the tables.
Collateral dependent impaired loans consist of nonaccrual loans and potential
problem loans for which the underlying collateral provides the sole repayment
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source. The Company measures the amount of the impairment for such loans by
determining the difference between the fair value of the underlying collateral
and the recorded amount of the loan. The fair value of any underlying real
estate collateral generally is based on appraisals performed in accordance with
applicable appraisal standards by independent appraisers. In many cases,
management updates values reflected in older appraisals obtained at the time of
loan origination and already in the Company's possession using its own
knowledge, judgments and assumptions about current market and other conditions
in lieu of obtaining a new independent appraisal. Fair values of other assets
taken as collateral may be established by independent valuation specialists or
may be estimated by management based on the age, condition, location and other
attributes of the specific property involved.
If the fair value of the collateral is less than the recorded amount of the
loan, a valuation allowance is established for the difference; otherwise, no
valuation allowance is established. The valuation allowance for impaired loans
is a component of the allowance for loan losses. Periodically, management
reevaluates the fair value of the collateral as changes are observed for
similarly situated assets, and adjustments are made to the valuation allowance
as appropriate. However, if the fair value of the collateral subsequently
recovers in value such that it exceeds the recorded loan amount, no adjustment
is made in the loan's value for the excess. The amount of the valuation
allowance for the Company's collateral dependent impaired loans was $1,829 as of
June 30, 2009.
Assets acquired in settlement of loans includes real estate acquired through
loan foreclosure or by deed in lieu of foreclosure and repossession of personal
property. The value of real estate acquired through loan foreclosure is
accounted for under the provisions of SFAS No 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." Accordingly, the values of such
properties are adjusted upon the acquisition of each property to the lower of
the recorded investment in the loan or the fair value of the property as
determined by a recently performed independent appraisal less the estimated
costs to sell. Similarly, the fair value of repossessions is measured by
reference to dealers' quotes or other market information believed to reliably
reflect the value of the specific property held. Immaterial adjustments may be
made by management to reflect property-specific factors such as age or
condition. Losses recognized when loans are initially transferred to or
otherwise included in any of the categories shown above are reported as loan
losses. Subsequent to initial recognition, changes in fair value measurements of
other real estate and repossessions are included in other income or other
expenses, as applicable. No such fair value measurements were made during the
three month or six month periods ended June 30, 2009.
SFAS No. 107, "Disclosures about Fair Values of Financial Instruments," as
amended, requires disclosure of the estimated fair value of on-balance sheet and
off-balance sheet financial instruments. A financial instrument is defined by
SFAS No. 107 as cash, evidence of an ownership interest in an entity or a
contract that creates a contractual obligation or right to deliver or receive
cash or another financial instrument from a second entity on potentially
favorable or unfavorable terms.
Fair value estimates are made at a specific point in time based on relevant
market information about the financial instrument. These estimates do not
reflect any premium or discount that could result from offering for sale at one
time the Company's entire holdings of a particular financial instrument. No
active trading market exists for a significant portion of the Company's
financial instruments. Fair value estimates for these instruments are based on
management's judgments regarding future expected loss experience, current
economic conditions, risk characteristics of various financial instruments, and
other factors. These estimates are subjective in nature and involve
uncertainties and matters of significant judgment and therefore cannot be
determined with precision. Changes in assumptions could significantly affect the
estimates.
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Fair value estimates are based on existing on-and-off balance sheet financial
instruments without attempting to estimate the value of anticipated future
business and the value of assets and liabilities that are not considered
financial instruments. Significant assets and liabilities that are specifically
excluded from the disclosure requirements include net deferred tax assets,
interest receivable and payable, assets acquired in settlement of loans, bank
owned life insurance, goodwill, other assets and liabilities, and premises and
equipment. In addition, the income tax ramifications related to the realization
of the unrealized gains and losses can have a significant effect on fair value
estimates and have not been considered in the estimates.
The following methods and assumptions were used by the Company in estimating the
fair values of its financial instruments:
For cash and due from banks and federal funds sold, the carrying amount
approximates fair value because these instruments generally mature in 90 days or
less. The carrying amounts of interest receivable and interest payable
approximate their fair values.
The fair value of certificates of deposit with other banks are estimated using
discounted cash flow analyses, using interest rates currently offered for
instruments with the same remaining maturity.
The fair value of debt securities issued by government-sponsored enterprises is
estimated based on published closing quotations. The fair value of state, county
and municipal securities is generally not available from published quotations;
consequently, their fair values estimates are based on matrix pricing or quoted
market prices of similar instruments adjusted for credit quality differences
between the quoted instruments and the securities being valued. Fair value for
mortgage-backed securities is estimated primarily using dealers' quotes.
The fair value of other investments approximates the carrying amount.
Fair values are estimated for loans using discounted cash flow analyses, using
interest rates currently offered for loans with similar terms and credit
quality. The Company does not engage in originating, holding, guaranteeing,
servicing or investing in loans where the terms of the loan product give rise to
a concentration of credit risk.
The fair value of deposits with no stated maturity (noninterest bearing demand,
interest bearing demand and money market accounts and savings) is estimated as
the amount payable on demand, or carrying amount. The fair value of time
deposits is estimated using a discounted cash flow calculation that applies
rates currently offered to aggregate expected maturities.
The fair values of the Company's short-term borrowings, approximate their
carrying amounts.
The fair values of variable rate long-term debt instruments are estimated at the
carrying amount.
The estimated fair values of off-balance-sheet financial instruments such as
loan commitments and standby letters of credit are generally based upon fees
charged to enter into similar agreements, taking into account the remaining
terms of the agreements and the counterparties' creditworthiness. The vast
majority of the banking subsidiary's loan commitments do not involve the
charging of a fee, and fees associated with outstanding standby letters of
credit are not material. For loan commitments and standby letters of credit, the
committed interest rates are either variable or approximate current interest
rates offered for similar commitments. Therefore, the estimated fair values of
these off-balance-sheet financial instruments are nominal.
The following table presents information about the fair values of all financial
instruments held by the Company as of June 30, 2009:
-14-
June 30, 2009
-------------
Carrying Estimated
Amount Fair Value
of Assets of Assets
(Liabilities) (Liabilities)
---------------------------
(Dollars in thousands)
Financial Assets:
Cash and due from banks $ 6,171 $ 6,171
Interest bearing transaction accounts with other banks 3,676 3,676
Certificates of deposit with other banks 2,000 2,103
Securities available for sale 38,162 38,162
Other investments 1,999 1,999
Loans, net 303,341 301,570
Interest receivable 2,114 2,114
Financial Liabilities:
Deposits 296,829 298,125
Short-term borrowings 5,500 5,500
Federal Home Loan Bank advances 24,000 24,835
Junior subordinated debentures 8,247 8,247
Interest payable 462 462
|
The following is a summary of the notional or contractual amounts and estimated
fair values of the Company's off-balance sheet financial instruments:
June 30, 2009
-------------
Notional Estimated
Amount Fair Value
------ ----------
(Dollars in thousands)
Off-balance-sheet commitments
Loan commitments $ 66,329 $ -
Standby letters of credit 1,101 -
|
NOTE 8 - VARIABLE INTEREST ENTITY
On May 3, 2006, the Company sponsored the creation of a Delaware statutory
trust, GrandSouth Capital Trust I (the "Trust"), and is the sole owner of the
$247 in common securities issued by the Trust. On May 10, 2006, the Trust issued
$8,000 in floating rate capital securities. The proceeds of this issuance, and
the amount of the Company's investment in the common securities, were used to
acquire $8,247 principal amount of the Company's floating rate junior
subordinated debt securities due 2036 ("Debentures"), which securities, and the
accrued interest thereon, now constitute the Trust's sole assets. The interest
rate associated with the debt securities, and the distribution rate on the
common securities of the Trust, is adjustable quarterly at 3 month LIBOR plus
185 basis points, and was 2.46% as of June 30, 2009. The Company may defer
interest payments on the Debentures for up to twenty consecutive quarters, but
not beyond the stated maturity date of the Debentures. In the event that such
interest payments are deferred by the Company, the Trust may defer distributions
on the capital and common securities. In such an event, the Company would be
restricted in its ability to pay dividends on its common stock and perform under
other obligations that are not senior to the Debentures.
The Debentures are redeemable at par at the option of the Company, in whole or
in part, on any interest payment date on or after June 23, 2011. Prior to that
-15-
date, the Debentures are redeemable at par plus a premium of up to 4.40% of par
upon the occurrence of certain events that would have a negative tax effect on
the Trust or that would cause it to be required to be registered as an
investment company under the Investment Company Act of 1940 or that would cause
trust preferred securities not to be eligible to be treated as Tier 1 capital by
the Federal Reserve Board. Upon repayment or redemption of the Debentures, the
Trust will use the proceeds of the transaction to redeem an equivalent amount of
capital securities and common securities. The Trust's obligations under the
capital securities are unconditionally guaranteed by the Company. In accordance
with Financial Accounting Standards Board Interpretation 46(R), the Trust is not
consolidated in the Company's financial statements.
NOTE 10 - SUBSEQUENT EVENTS
The Company has evaluated events subsequent to the balance sheet date through
August 14, 2009, which is the date that the financial statements were issued, in
accordance with the requirements of Statement of Financial Accounting Standards
No. 165, "Subsequent Events."
Subsequent events may either provide additional evidence about conditions that
existed at the balance sheet date, including estimates inherent in the process
of preparing financial statement (recognized subsequent events) or provide
evidence about conditions that did not exist at the balance sheet date but arose
after the balance sheet date but before the financial statements were issued
(nonrecognized subsequent events). The effects of recognized subsequent events,
if any, have been included in the financial statements. If the effects of
nonrecognized subsequent events, if any, are of a nature that they must be
disclosed to keep the financial statements from being misleading, the Company
would disclose both the nature of the event and an estimate of its financial
effect or would state that an estimate of the financial effect cannot be made.
As of June 30, 2009, there were no nonrecognized subsequent events that would
require disclosure.
NOTE 11 -RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In June 2009, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 168, "The FASB Accounting
Standards Codification TM and the Hierarchy of Generally Accepted Accounting
Principles - a replacement of FASB Statement No. 162," ("SFAS 168"). SFAS 168
establishes the FASB Accounting Standards Codification TM ("Codification") as
the source of authoritative generally accepted accounting principles ("GAAP")
for nongovernmental entities. The Codification does not change GAAP. Instead, it
reorganizes the individual pronouncements that currently comprise GAAP into
approximately 90 accounting Topics, and displays all Topics using a consistent
structure. Contents in each Topic are further organized first by Subtopic, then
Section and finally Paragraph. The Paragraph level is the only level that
contains substantive content. Citing particular content in the Codification
involves specifying the unique numeric path to the content through the Topic,
Subtopic, Section and Paragraph structure.
FASB suggests that all citations begin with "FASB ASC," where ASC stands for
Accounting Standards Codification. SFAS 168, (FASB ASC 105-10-05, 10, 15, 65,
70) is effective for interim and annual periods ending after September 15, 2009
and is not expected to have an impact on the Company's financial position but
will change the referencing system for accounting standards. The following
pronouncements provide citations to the applicable Codification by Topic,
Subtopic and Section in addition to the original standard type and number.
Statement of Financial Accounting Standards No. 160 "Noncontrolling Interests in
Consolidated Financial Statements, an amendment of ARB No. 51" ("SFAS No. 160")
(FASB ASC 810-10-65-1) was effective as of January 1, 2009 and is required to be
applied prospectively with retrospective presentation and disclosure
requirements for comparative financial statements. Early adoption was
prohibited. SFAS No. 160 seeks to improve the relevance, comparability and
transparency of financial information that a reporting entity provides in its
consolidated financial statements by separately identifying and reporting
several financial statement components into amounts that are attributable to the
reporting entity or that are attributable to noncontrolling interests. SFAS No.
160 also specifies the conditions under which an entity is required to
deconsolidate its interest in a subsidiary. The Company currently has no
consolidated subsidiaries that are not wholly-owned nor are any transactions
contemplated that would result in such a condition. Therefore, the adoption of
-16-
SFAS No. 160 in January 2009 had no effect on the Company's consolidated
financial statements.
The FASB issued SFAS No. 166, "Accounting for Transfers of Financial Assets - an
amendment of FASB Statement No. 140" (not yet incorporated into FASB ASC) in
June 2009 to address practices that developed since the original issuance of
SFAS No. 140 that are not consistent with the original intent and key
requirements of that Statement and due to concerns raised by users of financial
statements that many of the financial assets and related obligations that have
been derecognized should continue to be recognized in the financial statements
of transferors. The Statement eliminates from accounting literature, as of the
Statement's effective date, the concept of a "qualifying special-purpose
entity," requires that a transferor recognize at fair value all assets obtained
(including a transferor's beneficial interest) and liabilities incurred as a
result of a transfer of financial interests accounted for as a sale and provides
for enhanced disclosures to provide users of financial statements with more
transparency about transfers of financial assets and a transferor's continuing
involvement with transferred financial assets. Companies with interests in
formerly qualifying special-purpose entities under previous accounting standards
will be required to re-evaluate whether those entities should be consolidated in
accordance with applicable consolidation guidance. The Statement is effective
for interim and annual reporting periods beginning with an entity's first
financial reporting period that begins after November 15, 2009 and is to be
applied to transfers that occurred both before and after the effective date of
the Statement. The Company believes that adoption of this Statement will have no
effect on its financial condition, results of operations or cash flows.
The FASB issued SFAS No 167, "Amendments to FASB Interpretation No. 46(R)" (not
yet incorporated into FASB ASC) in June 2009 to improve financial reporting by
enterprises involved with variable interest entities. The Statement addresses
the effects on certain provisions of FASB Interpretation No. 46 (revised
December 2003), "Consolidation of Variable Interest Entities," ("FIN 46(R)") as
a result of the elimination of the qualifying special-purpose entity concept in
SFAS No. 166 and constituent concerns about the application of certain key
provisions of FIN 46R including those in which the accounting and disclosures
made under that Interpretation fail to provide timely and useful information
about an enterprise's involvement in a variable interest entity. The Statement
requires an entity to reassess whether it is the primary beneficiary of a
variable interest entity on an ongoing basis and eliminates the quantitative
approach previously required in making that assessment. It is possible that
application of this Statement may change an entity's assessment of which
entities with which it is involved are variable interest entities. The Statement
is effective for interim and annual reporting periods beginning with an entity's
first financial reporting period that begins after November 15, 2009 and is to
be applied to transfers that occurred both before and after the effective date
of the Statement. The Company believes that adoption of this Statement will have
no effect on its financial condition, results of operations or cash flows.
In April, 2009 FASB issued three Staff Positions related to fair value which are
discussed below. Additional disclosures have been incorporated into the
financial statements as applicable.
FSP No. FAS 157-4 "Determining Fair Value When the Volume and Level of Activity
for the Asset or Liability Have Significantly Decreased and Identifying
Transactions That Are Not Orderly" (FASB ASC 820-10-65) provides additional
guidance for estimating fair value in accordance with FASB Statement No. 157
when the volume and level of activity for the asset or liability have
significantly decreased. The FSP also includes guidance on identifying
circumstances that indicate a transaction is not orderly. The Company adopted
this FSP as of June 30, 2009.
FSP No. FAS 115-2 and FAS 124-2 "Recognition and Presentation of
Other-Than-Temporary Impairments" (FASB ASC 320-10-65) amends the
other-than-temporary guidance in U.S. Generally Accepted Accounting Principles
for debt securities to make the guidance more operational and to improve the
presentation and disclosure of other-than-temporary impairments on debt and
equity securities in the financial statements. The FSP does not amend existing
recognition and measurement guidance related to other-than-temporary impairments
-17-
of equity securities. The FSP requires that entities disclose information for
interim and annual periods to enable users of its financial statements to
understand the types of available-for-sale and held-to-maturity debt and equity
securities held, including information about investments in an unrealized loss
position for which an other-than-temporary impairment has or has not been
recognized and information that enables users to understand the reasons that an
other-than-temporary impairment of a debt security was not recognized in
earnings and the methodology and inputs used to calculate the portion of the
total other-than-temporary impairment that was recognized in earnings. The
Company adopted this FSP as of June 30, 2009.
FSP No. FAS 107-1 and APB 28-1 "Interim Disclosures about Fair Value of
Financial Instruments" (FASB ASC 825-10-65) amends FASB Statement No 107 to
require disclosures about fair value of financial instruments for interim
reporting periods of publicly traded companies as well as in annual financial
statements and amends APB Opinion No. 28 to require those disclosures in
summarized financial information at interim reporting periods. This FSP is
effective for interim reporting periods ending after June 15, 2009. The Company
adopted this FSP as of its mandatory adoption date.
In December 2008 the FASB issued FASB Staff Position ("FSP") SFAS 132(R)-1 (FASB
ASC 715-20-65), "Employers' Disclosures about Postretirement Benefit Plan
Assets," ("FSP SFAS 132(R)-1"). This FSP provides guidance on an employer's
disclosures about plan assets of a defined benefit pension or other
postretirement plan. The objective of the FSP is to provide the users of
financial statements with an understanding of: (a) how investment allocation
decisions are made, including the factors that are pertinent to an understanding
of investment policies and strategies; (b) the major categories of plan assets;
(c) the inputs and valuation techniques used to measure the fair value of plan
assets; (d) the effect of fair value measurements using significant unobservable
inputs (Level 3) on changes in plan assets for the period; and (e) significant
concentrations of risk within plan assets. The FSP also requires a nonpublic
entity, as defined in Statement of Financial Accounting Standard ("SFAS") 132,
to disclose net periodic benefit cost for each period for which a statement of
income is presented. FSP SFAS 132(R)-1 is effective for fiscal years ending
after December 15, 2009. The Staff Position will require the Company to provide
additional disclosures related to its benefit plans.
Other accounting standards that have been issued or proposed by the FASB or
other standards-setting bodies are not expected to have a material impact on the
Company's financial position, results of operations or cash flows.
CAUTIONARY NOTICE WITH RESPECT TO FORWARD-LOOKING STATEMENTS
This report contains "forward-looking statements" within the meaning of the
securities laws. The Private Securities Litigation Reform Act of 1995 provides a
safe harbor for forward-looking statements. In order to comply with the terms of
the safe harbor, the Company notes that a variety of factors could cause the
Company's actual results and experience to differ materially from the
anticipated results or other expectations expressed in the Company's
forward-looking statements.
All statements that are not historical facts are statements that could be
"forward-looking statements." You can identify these forward-looking statements
through the use of words such as "may," "will," "should," "could," "would,"
"expect," "anticipate," "assume," "indicate," "contemplate," "seek," "plan,"
"predict," "target," "potential," "believe," "intend," "estimate," "project,"
"continue," or other similar words. Forward-looking statements include, but are
not limited to, statements regarding the Company's future business prospects,
revenues, working capital, liquidity, capital needs, interest costs, income,
business operations and proposed services.
These forward-looking statements are based on current expectations, estimates
and projections about the banking industry, management's beliefs, and
assumptions made by management. Such information includes, without limitation,
discussions as to estimates, expectations, beliefs, plans, strategies, and
objectives concerning future financial and operating performance. These
statements are not guarantees of future performance and are subject to risks,
uncertainties and assumptions that are difficult to predict. Therefore, actual
results may differ materially from those expressed or forecasted in such
forward-looking statements. The risks and uncertainties include, but are not
limited to:
-18-
o future economic and business conditions;
o lack of sustained growth and disruptions in the economies of the
Company's market areas;
o government monetary and fiscal policies;
o the effects of changes in interest rates on the levels, composition
and costs of deposits, loan demand, and the values of loan collateral,
securities, and interest sensitive assets and liabilities;
o the effects of competition from a wide variety of local, regional,
national and other providers of financial, investment, and insurance
services, as well as competitors that offer banking products and
services by mail, telephone, computer and/or the Internet;
o credit risks;
o higher than anticipated levels of defaults on loans;
o perceptions by depositors about the safety of their deposits;
o capital adequacy;
o the failure of assumptions underlying the establishment of the
allowance for loan losses and other estimates, including the value of
collateral securing loans;
o ability to weather the current economic downturn;
o loss of consumer or investor confidence;
o availability of liquidity sources;
o the risks of opening new offices, including, without limitation, the
related costs and time of building customer relationships and
integrating operations as part of these endeavors and the failure to
achieve expected gains, revenue growth and/or expense savings from
such endeavors;
o changes in laws and regulations, including tax, banking and securities
laws and regulations;
o changes in accounting policies, rules and practices;
o changes in technology or products may be more difficult or costly, or
less effective, than anticipated;
o the effects of war or other conflicts, acts of terrorism or other
catastrophic events that may affect general economic conditions and
economic confidence; and
o other factors and information described in this report and in any of
the other reports that we file with the Securities and Exchange
Commission under the Securities Exchange Act of 1934.
All forward-looking statements are expressly qualified in their entirety by this
cautionary notice. The Company has no obligation, and does not undertake, to
update, revise or correct any of the forward-looking statements after the date
of this report. The Company has expressed its expectations, beliefs and
projections in good faith and believes they have a reasonable basis. However,
there is no assurance that these expectations, beliefs or projections will
result or be achieved or accomplished.
Item 2. - Management's Discussion and Analysis of Financial Condition and
Results of Operations
The following discussion and analysis should be read in conjunction with the
financial statements and related notes appearing in the 2008 Annual Report on
Form 10-K for GrandSouth Bancorporation. Results of operations for the three and
six-month periods ended June 30, 2009 are not necessarily indicative of the
results to be attained for any other periods. The following information may
contain forward looking statements that involve risks and uncertainties. The
Company's actual results may differ materially from the results discussed in the
forward-looking statements. Dollars are in thousands, except per share data.
Critical Accounting Policies
The Company has adopted various accounting policies, which govern the
application of accounting principles generally accepted in the United States of
America in the preparation of the Company's financial statements. The
significant accounting policies of the Company are described in the notes to the
audited consolidated financial statements included in the Company's 2008 Form
10-K.
-19-
Certain accounting policies involve significant estimates and assumptions by
management, which have a material impact on the carrying value of certain assets
and liabilities; management considers such accounting policies to be critical
accounting policies. The estimates and assumptions used by management are based
on historical experience and other factors, which are believed to be reasonable
under the circumstances. Because of the nature of the judgments and assumptions
made by management, actual results could differ from these judgments and
estimates, which could have a material impact on the carrying value of assets
and liabilities and the results of operations of the Company.
The Company believes the allowance for loan losses is a critical accounting
policy that requires the most significant judgments and estimates used in
preparation of its consolidated financial statements. Refer to the "Provision
and Allowance for Loan Losses" section in this report and the "Provision for
Loan Losses" and "Allowance for Loan Losses" sections in the Company's 2008 Form
10-K for a detailed description of the Company's estimation process and
methodology related to the allowance for loan losses.
CHANGES IN FINANCIAL CONDITION
During the first six months of 2009, gross loans increased by $6,295, or 2.1%,
securities available for sale decreased by $9,216, or 19.5%, deposits decreased
by $14,056, or 4.5% and net borrowings from the Federal Home Loan Bank increased
by $500. Federal funds sold decreased by $429, or 100.0%. The Company issued two
series of fixed rate cumulative preferred stock under the U. S. Treasury's
Capital Purchase Program during the 2009 period for aggregate proceeds of
approximately $9,000.
The economy of the Company's market area has deteriorated significantly since
the beginning of 2008. Unemployment for the Greenville, SC Metropolitan
Statistical Area was 11.0% as of June 2009 compared with 7.9% as of December
2008, 5.6% as of June 2008 and 5.5% as of December 2007. Coupled with the
continuing deterioration of home prices and significantly reduced values of many
other asset classes, this trend has led many consumers to withdraw from the
marketplace. Consequently, demand for loans has decreased and the repayment
performance of loans granted previously is distressed. These trends are evident
in the increase in nonaccrual and past due loans, increased holdings of assets
acquired in settlement of loans, increased provisions for loan losses and lower
net income.
RESULTS OF OPERATIONS
Earnings Performance
Three months ended June 30, 2009 and 2008
The Company's net income for the second quarter of 2009 was $182, compared with
$627 for the second quarter of 2008.
-20-
Summary Income Statement
------------------------
For the Three Months Ended June 30, 2009 2008 Dollar Change Percentage Change
---- ---- ------------- -----------------
Interest income ................................... $5,566 $6,256 $ (690) -11.0%
Interest expense .................................. 2,216 3,006 (790) -26.3%
------ ------ ------ ----
Net interest income ............................... 3,350 3,250 100 3.1%
Provision for loan losses ......................... 1,250 460 790 171.7%
Noninterest income ................................ 232 208 24 11.5%
Noninterest expense ............................... 2,121 2,022 99 4.9%
Income tax expense ................................ 29 349 (320) -91.7%
------ ------ ------ ----
Net income ........................................ $ 182 $ 627 $ (445) -71.0%
====== ====== ====== ====
|
Net interest income for the second quarter of 2009 increased slightly from the
amount recorded for the same period of 2008 primarily due to higher average
amounts of loans. The provision for loan losses in the 2009 period was
significantly higher than the amount for the second quarter of 2008 as a result
of adjustments made to reflect the deteriorating conditions in the local real
estate markets, including declining construction activity and higher amounts of
past due, nonaccrual, and potential problem loans, which reflect the individual
problems of a few borrowers. Noninterest expense increased by $99, or 4.9%, over
the prior year amount primarily due to a $166 special assessment imposed by the
Federal Deposit Insurance Corporation ("FDIC"). The special assessment was
industry-wide in scope and was assessed based on the lesser of 5 basis points
times total assets less Tier 1 capital or 10 basis points times the normal
deposit assessment base as of June 30, 2009.
Six months ended June 30, 2009 and 2008
The Company's net income for the first six months of 2009 was $553, compared
with $1,239 for the first six months of 2008.
Summary Income Statement
------------------------
For the Six Months Ended June 30, 2009 2008 Dollar Change Percentage Change
---- ---- ------------- -----------------
Interest income .................................... $11,039 $12,847 $(1,808) -14.1%
Interest expense ................................... 4,680 6,361 (1,681) -26.4%
------- ------- ------- -----
Net interest income ................................ 6,359 6,486 (127) -2.0%
Provision for loan losses .......................... 1,850 715 1,135 158.7%
Noninterest income ................................. 456 394 62 15.7%
Noninterest expense ................................ 4,167 4,237 (70) -1.7%
Income tax expense ................................. 245 689 (444) -64.4%
------- ------- ------- -----
Net income ......................................... $ 553 $ 1,239 $ (686) -55.4%
======= ======= ======= =====
|
Net interest income for the 2009 six-month period was $127 less than for the
same period of 2008, as decreases in interest income caused primarily by lower
rates earned on loans overcame the positive effects of lower costs of funding
sources. The provision for loan losses for the 2009 period reflected
deterioration of local real estate values and higher amounts of nonaccrual and
potential problem loans and higher amounts of loans outstanding. Real estate is
taken as collateral for most of the Company's loans. Noninterest income for the
2009 period increased by $62, or 15.7%, over the 2008 amount primarily due to
increased amounts of service charges on deposit accounts of commercial
customers. Noninterest expense for the 2009 period was $70 less than for the
2008 six months primarily due to lower bonuses and the elimination of other
incentive programs. The results of management's efforts to control noninterest
expense in the 2009 period would have been more pronounced had the FDIC not
imposed the $166 special assessment discussed previously.
-21-
Net Interest Income
Net interest income, the difference between the interest earned on earning
assets and the interest incurred for funds used to support those assets, is the
principal source of the Company's earnings.
Three months ended June 30, 2009 and 2008
Net interest income, was $3,350 and $3,250 for the three months ended June 30,
2009 and 2008, respectively. Average interest earning assets for the second
quarter of 2009 increased by $10,101, or 3%, over the same period in 2008.
Average interest bearing liabilities increased by $2,754, or 1%, comparing the
second quarter of 2009 with the same period in 2008. Average loans for the 2009
quarter increased by $29,038, or 10%, over the average amount for the second
quarter of 2008. Average securities and other investments decreased by $11,495,
or 20%, and average federal funds sold and due from Federal Home Loan Banks
decreased by $7,442, or 57%, from the average for the 2008 quarter. Yields
earned on all categories of earning assets and rates paid for all categories of
interest bearing liabilities were lower in the 2009 quarter compared with the
2008 quarter. These lower rates are directly related to the monetary policies of
the Federal Reserve Bank.
Average Balances, Income and Expenses, and Yields and Rates
For the Three Months Ended June 30,
-----------------------------------
2009 2008
---- ----
Interest Annualized Interest Annualized
Average Income/ Yields/ Average Income/ Yields/
Balances (1) Expense Rates Balances (1) Expense Rates
------------ ------- ----- ------------ ------- -----
Federal funds sold and due from Federal
Home Loan Banks ...................... $ 5,723 $ 22 1.54% $ 13,165 $ 79 2.41%
Securities and other investments (2) ...... 46,045 554 4.83% 57,540 740 5.17%
Loans (2) (3) (4) ......................... 306,127 4,990 6.54% 277,089 5,437 7.89%
--------- ------- --------- -------
Total interest earning assets .... 357,895 5,566 6.24% 347,794 6,256 7.23%
Interest bearing deposits ................. $ 284,983 $ 1,927 2.71% $ 290,856 $ 2,726 3.77%
Federal Home Loan Bank advances ........... 28,386 226 3.19% 19,759 187 3.81%
Junior subordinated debt .................. 8,247 63 3.06% 8,247 93 4.54%
--------- ------- --------- -------
Total interest bearing
liabilities .................... 321,616 2,216 2.76% 318,862 3,006 3.79%
Net interest spread (5) ................... 3.48% 3.44%
Net interest income and net yield
on earning assets (6) ................ $ 3,350 3.75% $ 3,250 3.76%
|
(1) Average balances are computed on a daily basis.
(2) Any interest income on tax-exempt instruments included in this category is
not calculated on a tax-equivalent basis.
(3) Nonaccruing loans are included in the loan balance and income from such
loans is recognized on a cash basis.
(4) Loan fees are included in the interest income computation, but are not
considered material to the above analysis.
(5) Total interest earning assets yield less total interest bearing liabilities
rate.
(6) Net yield on earning assets equals annualized net interest income divided
by total interest earning assets.
Net interest income and net yield on earning assets for the second quarter of
2009 each improved when compared with the first quarter of 2009. Net interest
income of $3,350 for the second quarter of 2009 was $341 more than the $3,009
recorded for the first quarter of 2009 and net yield on earning assets for the
2009 second quarter was 3.75% compared with 3.37% for the 2009 first quarter.
The improvements over the first quarter of 2009 were attributable primarily to
the combination of slight increases in yields on securities and other
investments and loans and slight decreases in rates paid for interest bearing
liabilities.
-22-
Six months ended June 30, 2009 and 2008
Net interest income was $6,359 and $6,486 for the six months ended June 30, 2009
and 2008, respectively. Average interest earning assets for the first six months
of 2009 increased by $19,774 or 6% over the same period of 2008. Average
interest bearing liabilities increased by $14,869 or 5% for the 2009 six month
period compared with the same period of 2008. Among earning assets, only loans
increased over the prior year period. Most of the growth in loans occurred
during the last six months of 2008. Recently, loan demand has significantly
diminished and the net increase in loans made to customers was $3,609 in the
second quarter of 2009. In the current interest rate environment, the Company's
large proportion of variable rate loans negatively affects loan yields and the
larger amounts of non-accrual loans negatively affect loan yields as well.
Consequently, the yield on loans for the first six months of 2009 was 181 basis
points less than for the same period of 2008. Average amounts of investment
securities decreased significantly in response to decreases in deposit funding
sources.
Average Balances, Income and Expenses, and Yields and Rates
For the Six Months Ended June 30,
---------------------------------
2009 2008
---- ----
Interest Annualized Interest Annualized
Average Income/ Yields/ Average Income/ Yields/
Balances (1) Expense Rates Balances (1) Expense Rates
------------ ------- ----- ------------ ------- -----
Federal funds sold and due from Federal
Home Loan Banks ............................... $ 6,563 $ 69 2.12% $ 9,453 $ 127 2.70%
Securities and other investments (2) ................ 47,218 1,140 4.87% 58,848 1,512 5.17%
Loans (2) (3) (4) ................................... 306,129 9,830 6.48% 271,835 11,208 8.29%
-------- ------- --------- -------
Total interest earning assets ............ 359,910 11,039 6.19% 340,136 12,847 7.60%
Interest bearing deposits ........................... $287,615 $ 4,095 2.87% $ 289,336 $ 5,864 4.08%
Federal Home Loan Bank advances ..................... 31,058 453 2.94% 14,468 267 3.71%
Junior subordinated debt ............................ 8,247 132 3.23% 8,247 230 5.61%
-------- ------- --------- -------
Total interest bearing
liabilities ............................ 326,920 4,680 2.89% 312,051 6,361 4.10%
Net interest spread (5) ............................. 3.30% 3.50%
Net interest income and net yield
on earning assets (6) ......................... $ 6,359 3.56% $ 6,486 3.83%
|
(1) Average balances are computed on a daily basis.
(2) Any interest income on tax-exempt instruments included in this category is
not calculated on a tax-equivalent basis.
(3) Nonaccruing loans are included in the loan balance and income from such
loans is recognized on a cash basis.
(4) Loan fees are included in the interest income computation, but are not
considered material to the above analysis.
(5) Total interest earning assets yield less total interest bearing liabilities
rate.
(6) Net yield on earning assets equals annualized net interest income divided
by total interest earning assets.
Management expects that market rates of interest will begin to increase slowly
during the last half of 2009. If that expectation is realized, interest income
on loans is projected to grow more rapidly than interest expenses, primarily due
to more rapid resetting of interest rates on variable rate loans.
Noninterest Income
Noninterest income was $232 and $208 for the three months ended June 30, 2009
and 2008, respectively. The increase is attributable to an increase in service
charges on deposit accounts and higher mortgage origination fees.
Noninterest income was $456 and $394 for the six months ended June 30, 2009 and
2008, respectively. The increase is attributed primarily to an increase in
service charges on commercial deposit accounts and higher mortgage origination
fees.
-23-
Noninterest Expenses
Noninterest expenses for the three months ended June 30, 2009 and 2008 were
$2,121 and $2,022, respectively. The increase was attributable primarily to
higher deposit insurance premiums assessed by the Federal Deposit Insurance
Corporation ("FDIC"). During the second quarter of 2009, the FDIC imposed a $166
special assessment which was calculated as a percentage of the Bank's total
assets less its Tier 1 capital as of June 30, 2009. In addition, the assessment
rate used in the Bank's recurring deposit assessments increased significantly
during the 2009 period due to changes implemented by the FDIC and applied to all
institutions whose deposits are insured by that agency. Other noninterest
expenses within the Company's control generally were lower in the 2009 period.
Noninterest expenses for the six months ended June 30, 2009 and 2008 were $4,167
and $4,237, respectively. The special FDIC assessment and the increase in the
recurring deposit insurance again prevented the Company's efforts to control its
expenses from being more apparent.
At June 30, 2009, the Company had 65 full-time equivalent employees, compared
with 67 one year earlier.
Provision and Allowance for Loan Losses
The allowance for loan losses was 1.49% of loans as of June 30, 2009 compared
with 1.36% as of December 31, 2008. The provision for loan losses was $1,250 and
$460 for the three months ended June 30, 2009 and 2008, respectively. For the
first six months of 2009, the provision for loan losses was $1,850, compared
with $715 for the same period of 2008. The increase in the provision for each of
the 2009 periods resulted from higher amounts of loans past due 30 to 89 days,
higher nonaccrual and potential problem loans, higher net charge-offs,
deterioration of local market economic conditions and lower market values of
real estate collateral held for the majority of the Company's loans.
Unemployment levels in the Company's market area have gotten progressively worse
at an increasing rate during the past year. The unemployment rate for the
Greenville, South Carolina Metropolitan Statistical Area was 11.0% for June
2009, compared with 5.6% one year earlier and 7.9% as of December 2008. Until
these trends begin to reverse, the Company expects that higher provisions for
loan losses may be needed, which will affect income negatively. In addition,
market values of real estate will need to recover significantly before
sufficient lendable margin will exist for many potential borrowers.
Management reviews the adequacy of the allowance on an ongoing basis and
believes it is adequate at the present time.
The following table shows the changes in the allowance for loan and lease losses
during the periods shown:
-24-
Six Months Six Months
Ended Year Ended Endedd
June 30, December 31, June 30,
2009 2008 2008
---- ---- ----
Allowance at beginning of period .................................... $ 4,110 $ 2,943 $ 2,943
Provision for loan losses ........................................... 1,850 2,880 715
Charge-offs ......................................................... (1,612) (2,382) (565)
Recoveries .......................................................... 239 669 153
------- ------- -------
Allowance at end of period .......................................... $ 4,587 $ 4,110 $ 3,246
======= ======= =======
Allowance as a percentage of loans outstanding
at period end ..................................................... 1.49% 1.36% 1.13%
Annualized net charge-offs as a percentage
of average loans .................................................. 0.90% 0.61% 0.30%
|
Loans
The following table shows the composition of the loan portfolio at each date
indicated.
June 30, December 31,
2009 2008
---- ----
Commercial, financial and agricultural ........................... $ 43,715 14% $ 42,734 14%
Real estate - construction, land development and
other land ..................................................... 71,616 23% 75,537 25%
Real estate - mortgage ........................................... 187,867 61% 178,387 59%
Installment loans ................................................ 4,730 2% 4,975 2%
-------- --- -------- ---
Total loans ................................................. $307,928 100% $301,633 100%
======== === ======== ===
|
Non-Performing and Potential Problem Loans
Following is a summary of non-performing loans as of June 30, 2009 and December
31, 2008:
June 30, December 31,
2009 2008
---- ----
Non-performing loans
Nonaccrual loans ................................................................... $10,935 $ 6,497
Loans past due 90 days or more and still accruing .................................. 1,015 714
------- -------
Total ........................................................... $11,950 $ 7,211
======= =======
Non-performing loans as a percentage of:
Loans outstanding .................................................................. 3.88% 2.39%
Allowance for loan losses .......................................................... 260.52% 175.45%
|
There were no restructured loans during either period. The increases shown in
nonperforming loans resulted primarily from rising unemployment, the continuing
slowdown in real estate activity, and other economic disruptions affecting the
Company's customers. Approximately $13,096 of the Company's outstanding loans
are considered to be impaired as of June 30, 2009. The Company's allowance for
loan losses includes $1,829 allocated to those loans.
-25-
Potential problem loans, consisting of loans where information about the
borrower's possible credit problems causes management to have serious doubts
about their ability to comply with current repayment terms and which may result
in subsequent classification of such loans as non-performing loans, totaled
$1,219 as of June 30, 2009 compared with $4,108 as of March 31, 2009 and $3,300
as of December 31, 2008. The decrease in potential problem loans during the
second quarter of 2009 resulted primarily from the transfer of loans into the
nonperforming categories.
LIQUIDITY
Liquidity is the ability to meet current and future obligations through
liquidation or maturity of existing assets or the acquisition of additional
liabilities. Adequate liquidity is necessary to meet the requirements of
customers for loans and deposit withdrawals in the most timely and economical
manner. Some liquidity is provided by maintaining assets which may be
immediately converted into cash at minimal cost. However, the most manageable
sources of liquidity are composed of liabilities, with the primary focus on
liquidity management being on the ability to obtain deposits within the Bank's
service area. Asset liquidity is provided from several sources, including
amounts due from banks, federal funds sold, funds from maturing loans and funds
from the sale of investment securities.
The Bank is a member of the FHLB of Atlanta (the "FHLB") and, as such, has the
ability to borrow against eligible collateral items consisting of certain
investment securities, certain 1-4 family residential mortgage loans and
qualifying commercial loans. At June 30, 2009, the Bank had $29,500 of such
borrowings outstanding and had the ability to borrow up to an additional $80,700
from the FHLB.
The Bank has $6,000 available through lines of credit with other banks as an
additional source of liquidity funding. Management believes that the Company's
and the Bank's overall liquidity sources are adequate to meet their operating
needs in the ordinary course of business.
The Company's loan-to-deposit ratio was 103.7% as of June 30, 2009 and 97.0% as
of December 31, 2008.
CAPITAL RESOURCES
The Company's capital base increased by $8,594 during the first six months of
2009. This change resulted from issuing preferred stock for proceeds of $8,990,
net income of $553, share-based compensation of $57, less offsetting decreases
of $172 from cash dividends declared on preferred stock, cash dividends of $143
declared on common stock and unrealized losses on available for sale securities,
net of related income tax effects, totaling $691. The preferred stock is
included in Tier 1 capital for purposes of computing the Company's regulatory
capital ratios.
The unrealized losses on available for sale securities are not considered to be
other-than-temporary because the Company has both the ability and the intent to
hold the securities until such time as the values recover or the securities
mature.
The Company's average equity to assets ratio was 6.83% at June 30, 2009,
compared with 6.54% at December 31, 2008.
The Federal Reserve and the FDIC have issued guidelines for risk-based capital
requirements for bank holding companies and banks. As of June 30, 2009, the
Company and Bank exceeded the minimum capital levels that are required to be
maintained.
It is management's objective to maintain the capital levels necessary for the
Bank to continue to be considered well capitalized. However, no assurance can be
given that this objective will be achieved. The Company anticipates that it will
maintain capital at levels that will allow the Company and the Bank to qualify
as being adequately capitalized as defined by regulations.
-26-
Company and Bank capital ratios at June 30, 2009 are presented in the following
table, compared with the "well capitalized" requirement for the bank and minimum
ratios under the Federal Reserve and FDIC regulatory definitions and guidelines:
Total
Tier 1 Capital Leverage
------ ------- --------
Company ..................................... 10.1% 14.3% 8.4%
Bank ........................................ 11.8% 13.1% 9.8%
Minimum "well-capitalized" requirement ...... 6.0% 10.0% 5.0%
Minimum requirement ......................... 4.0% 8.0% 4.0%
|
OFF-BALANCE-SHEET ARRANGEMENTS
The Company, through operations of the Bank, makes contractual commitments to
extend credit in the ordinary course of its business activities. These
commitments are legally binding agreements to lend money to customers of the
Bank at predetermined interest rates for a specified period of time. At June 30,
2009, the Bank had issued commitments to extend credit of $66,329 through
various types of lending. The commitments generally expire over one year.
In addition to commitments to extend credit, the Bank also issues standby
letters of credit which are assurances to a third party that it will not suffer
a loss if the Bank's customer fails to meet its contractual obligations to the
third party. Standby letters of credit totaled $1,101 at June 30, 2009.
Past experience indicates that many of these commitments to extend credit and
standby letters of credit will expire unused. However, through its various
sources of liquidity, as described in "Liquidity," the Bank believes that it
will have the necessary resources to meet these obligations should the need
arise.
Neither the Company nor the Bank is involved in other off-balance sheet
contractual relationships, unconsolidated related entities that have off-balance
sheet arrangements or transactions that could result in liquidity needs or other
commitments or significantly impact earnings. Obligations under noncancelable
operating lease agreements totaled approximately $275 at June 30, 2009. These
obligations are payable over several years as shown in Note 10 to the Company's
audited Financial Statements included in the Company's 2008 Annual Report on
Form 10-K.
Commitments and Contingencies
As a result of the acquisition of $2,413 in specialty commercial loans during
the second quarter of 2005, the Company is obligated to pay the seller's former
owners a percentage of the outstanding loan balances each quarter. Currently,
the percentage payout is 3% annually, but the percentage declines over the life
of an agreement that expires May 16, 2015. No payments under this agreement were
made during the first six months of 2009 due to the levels of losses on the
loans.
Variable Interest Entity
On May 3, 2006, the Company sponsored the creation of a Delaware statutory
trust, GrandSouth Capital Trust I (the "Trust"), and is the sole owner of the
common securities issued by the Trust. On May 10, 2006, the Trust issued $8,000
in floating rate capital securities. The proceeds of this issuance, and the
amount of the Company's investment in the common securities, were used to
acquire $8,247 principal amount of the Company's floating rate junior
subordinated debt securities due 2036 ("Debentures"), which securities, and the
-27-
accrued interest thereon, now constitute the Trust's sole assets. The interest
rate associated with the debt securities, and the distribution rate on the
common securities of the Trust, is adjustable quarterly at 3 month LIBOR plus
185 basis points. Currently, the rate applicable to this debt is 2.46%. The
Company may defer interest payments on the Debentures for up to twenty
consecutive quarters, but not beyond the stated maturity date of the Debentures.
In the event that such interest payments are deferred by the Company, the Trust
may defer distributions on the capital and common securities. In such an event,
the Company would be restricted in its ability to pay dividends on its common
stock and perform under other obligations that are not senior to the Debentures.
The Debentures are redeemable at par at the option of the Company, in whole or
in part, on any interest payment date on or after June 23, 2011. Prior to that
date, the Debentures are redeemable at par plus a premium of up to 4.40% of par
upon the occurrence of certain events that would have a negative tax effect on
the Trust or that would cause it to be required to be registered as an
investment company under the Investment Company Act of 1940 or that would cause
trust preferred securities not to be eligible to be treated as Tier 1 capital by
the Federal Reserve Board. Upon repayment or redemption of the Debentures, the
Trust will use the proceeds of the transaction to redeem an equivalent amount of
capital securities and common securities. The Trust's obligations under the
capital securities are unconditionally guaranteed by the Company. In accordance
with Financial Accounting Standards Board Interpretation 46(R), the Trust is not
consolidated in the Company's financial statements.
Item 3. - Quantitative and Qualitative Disclosures About Market Risk
Market risk is the risk of loss from adverse changes in market prices and rates.
The Company's market risk arises principally from interest rate risk inherent in
its lending, deposit and borrowing activities. Management actively monitors and
manages its interest rate risk exposure. Although the Company manages other
risks, such as credit quality and liquidity risk in the normal course of
business, management considers interest rate risk to be its most significant
market risk and this risk could potentially have the largest material effect on
the Company's financial condition and results of operations. Other types of
market risks such as foreign currency exchange risk and commodity price risk do
not arise in the normal course of community banking activities.
As of June 30, 2009 there was no significant change from the interest rate
sensitivity analysis as of December 31, 2008. The foregoing disclosures related
to the market risk of the Company should be read in connection with Management's
Discussion and Analysis or Plan of Operation included in the 2008 Annual Report
on Form 10-K.
Item 4T. - Controls and Procedures
Based on the evaluation required by 17 C.F.R. Section 240.13a-15(b) or
240.15d-15(b) of the Company's disclosure controls and procedures (as defined in
17 C.F.R. Sections 240.13a-15(e) or 240.15d-15(e)), the Company's chief
executive officer and chief financial officer concluded that such controls and
procedures, as of the end of the period covered by this report, were effective.
In connection with management's evaluation required by 17 C.F.R. 240.13a-15(d)
or 240.15d-15(d) of the Company's internal control over financial reporting,
management has determined that there has been no change in the Company's
internal control over financial reporting during the most recent fiscal quarter
that has materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting.
-28-
PART II - OTHER INFORMATION
Item 4. - Submission of Matters to a Vote of Security Holders
The Company held its Annual Meeting of Shareholders on June 17, 2009.
Three matters were voted on with the following results:
1. The following eight directors were elected to each serve a one-year term:
SHARES VOTED
AUTHORITY BROKER
DIRECTORS FOR WITHHELD NON-VOTES
--- -------- ---------
Ronald K. Earnest 2,703,854 2,853 0
Harold E. Garrett 2,696,169 10,538 0
Mason Y. Garrett 2,703,854 2,853 0
Michael L. Gault 2,703,854 2,853 0
Baety O. Gross, Jr. 2,692,955 13,752 0
S. Hunter Howard, Jr. 2,700,012 6,695 0
S. Blanton Phillips 2,703,854 2,853 0
J. Calhoun Pruitt, Jr. 2,703,854 2,853 0
|
2. Approval of the GrandSouth Bancorporation 2009 Stock Option Plan.
BROKER
FOR AGAINST ABSTENTIONS NON-VOTES
--- ------- ----------- ---------
2,139,692 58,924 0 508,091
|
3. To Vote on a nonbinding proposal to approve the compensation of the Company's
executive officers. 4.
BROKER
FOR AGAINST ABSTENTIONS NON-VOTES
--- ------- ----------- ---------
2,665,295 41,412 0 0
|
Item 6. - Exhibits
Exhibits 31.1 Rule 13a-14(a)/15d-14(a) Certification of principal executive
officer
31.2 Rule 13a-14(a)/15d-14(a) Certification of principal accounting
officer
32 Certifications pursuant to 18 U.S.C. Section 1350
-29-
SIGNATURES
Pursuant to the requirements 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.
GRANDSOUTH BANCORPORATION
Registrant
By: /s/ Mason Y. Garrett Date:August 14, 2009
------------------------------------------- -----------------
Mason Y. Garrett
Chief Executive Officer
By: /s/ J. B. Garrett Date: August 14, 2009
------------------------------------------- ---------------
J. B. Garrett
Chief Financial Officer
|
-30-
EXHIBIT INDEX
31.1 Rule 13a-14(a)/15d-14(a) Certification of principal executive officer
31.2 Rule 13a-14(a)/15d-14(a) Certification of principal accounting officer
32 Certifications pursuant to 18 U.S.C. Section 1350
|
-31-
Management's Discussion and Analysis of Financial Condition
and Results of Operations
This discussion is intended to assist in understanding the consolidated
financial condition and results of operations of the Company, and should be read
in conjunction with the Company's consolidated financial statements and related
notes contained elsewhere herein. All dollar amounts are in thousands except for
per share amounts, unless otherwise noted. Per share net income and net income,
assuming dilution, have been adjusted to reflect stock dividends.
During the second half of 2008, severe economic and credit market
disruptions caused by increasing foreclosure rates and valuation difficulties
related to sub-prime and other problem mortgages led to significant losses in
stock valuations and sharp and sudden decreases in the availability of credit
for companies of all sizes. Interest rates associated with short-term US
Treasury securities reached historically low levels as some investors preferred
to entrust their funds to entities presumed riskless regardless of rate. The
Federal Reserve pushed its target rate for federal funds lower, as well.
In their efforts to mitigate the factors constraining the flow of
credit and to restore confidence in the banking system, Congress enacted
legislation and governmental agencies implemented programs designed to alleviate
the fears of bank depositors (by temporarily increasing the limits on insured
interest-bearing deposits to $250 per account owner and temporarily eliminating
the cap on the amount of insured noninterest bearing demand deposits) and to
provide guarantees for constant dollar money market mutual funds investors. The
legislation and programs also made available additional capital for banks and
other financial institutions in the form of direct preferred stock investments
by the US Treasury, and through various other measures which continue to be
added to and refined. In addition, the Federal Reserve expanded the types of
assets eligible to be used as collateral for discount window borrowings and the
types of entities that could use those services. Early in the fourth quarter of
2008, the Federal Reserve Bank began paying interest on bank's holdings of
required reserves with the Federal Reserve and various programs were implemented
to increase the availability of credit from the Federal Reserve by an expanded
range of companies.
The demise of several of the large investment houses and the closing or
forced mergers of a few large and recognizable commercial banking companies
caused depositors to become concerned about the ongoing viability of their own
banks and made them more acutely aware of the FDIC insurance coverage of their
deposits. Accordingly, in some cases, the Company's depositors, and those with
funds on deposit at other financial institutions, took action to maximize the
amount of funds covered by FDIC insurance. This resulted in funds flowing from
one institution to another as customers decreased the amount of their funds held
by any one institution to the insurance limit. Because there are several larger
financial institutions in the Company's market areas which likely could have
held significant amounts of such deposits, management believes that the Bank was
a net recipient of such funds; i.e., the amount of such funds flowing to the
Bank exceeded the amount that the Bank's customers moved to other banks. Because
the depositors' primary concern was about the safety of principal, the Bank
could compete for the funds without having to increase the rates it offered for
deposits. However, management maintained the rates the Bank paid for deposits at
levels competitive with other local institutions to enhance the likelihood that
it could retain those accounts in the future and also increased the level of
wholesale funding utilized. By participating in the Certificate of Deposit
Account Registry Service ("CDARS") program, the Bank is able to offer to its
depositors deposit insurance in excess of the $250 limit currently applicable to
time deposits.
To further address depositors' concerns about the safety of bank
deposits and debt instruments, the FDIC, through its Temporary Liquidity
Guarantee Program, provided financial institutions with options to accept
unlimited insurance coverage for noninterest bearing transaction accounts
(including certain low-interest NOW and IOLTA accounts, but excluding money
market deposit accounts) through December 31, 2009 and, separately, the FDIC's
guarantee of a portion of an institution's unsecured senior debt with a term of
at least 31 days. The FDIC's guarantee of such debt lasts until the earlier of
the maturity of the debt or June 30, 2012, provided the institution does not opt
out of the program. If an institution participates in these optional programs,
its deposit insurance assessments will increase more than if did not
participate. The Company and the Bank opted out of the debt guarantee program
but the Bank continues to participate in the expanded deposit insurance program.
The U.S. Treasury's Capital Purchase Program ("CPP") was implemented to
provide additional capital to healthy financial institutions. Under this
3
program, the Treasury purchases preferred stock and, in some cases, receives
warrants to purchase common stock. Under the terms of the sale, limits are
imposed on the amounts of dividends that the recipients may pay to common
stockholders and on certain other activities as well. The Company sold 9,450
shares of cumulative non-voting preferred stock under the CPP on January 9,
2009.
Critical Accounting Policies
The Company has adopted various accounting policies, which govern the
application of accounting principles generally accepted in the United States of
America in the preparation of the Company's financial statements. The Company's
significant accounting policies are described in the footnotes to the
consolidated financial statements.
Certain accounting policies involve significant judgments and
assumptions by management, which have a material effect on the carrying amounts
of certain assets and liabilities. Management considers these accounting
policies to be critical accounting policies. The judgments and assumptions used
by management are based on historical experience and other factors, which are
believed to be reasonable in the circumstances. Because of the nature of the
judgments and assumptions made by management, however, actual results could
differ from these judgments and estimates, which could have a material impact on
the carrying values of assets and liabilities and the results of operations of
the Company.
The Company believes the allowance for loan losses is a critical
accounting estimate that requires the most significant judgments and estimates
used in the preparation of its consolidated financial statements. Refer to the
"Allowance for Loan Losses" section below for a detailed description of the
Company's estimation process and methodology related to the allowance for loan
losses.
Financial Condition
The major components of the Company's balance sheets are:
Years ended December 31,
2008 2007
---- ----
(Dollars in thousands)
Total assets ....................................... $375,017 $345,124
Loans, net ......................................... 297,523 259,786
Investments and federal funds sold ................. 49,733 64,752
Cash and due from banks ............................ 10,782 4,585
Total liabilities .................................. 350,661 322,657
Deposits ........................................... 310,885 305,639
Short-term borrowings .............................. - 5,000
Long-term Federal Home Loan Bank advances .......... 29,000 -
Junior subordinated debt ........................... 8,247 8,247
Shareholders' equity ............................... 24,356 22,467
|
As a result of recent events in the financial markets and the response
of Congress and the regulators as discussed above, by the end of 2008 the Bank
reduced its federal funds sold position.
Due to the economic slowdown in the Company's market area, the Bank
experienced a decrease in loan demand across all sectors of its loan portfolio
during the third and fourth quarters of 2008. The decrease was especially
pronounced in the demand for new construction and land development loans due to
credit market disruptions and increased foreclosure rates. Consequently, loan
growth during the last six months was only slightly more than half of the growth
experienced in the first six months of the year. During the second half of 2008,
the Bank experienced a significant increase in nonaccrual and other problem
loans.
The Bank experienced only modest growth in deposits during 2008.
Brokered deposits totaled $40,346, or 13.0% of total deposits as of December 31,
2008 compared with $16,857, or 5.5% of total deposits, as of December 31, 2007.
The FDIC is in the process of implementing changes to the calculation it uses in
assessing insured banks' deposit insurance premiums to include a larger factor
for banks that fund rapid asset growth by the use of brokered deposits.
Consequently, it is likely that the Bank's deposit insurance expenses in future
periods will be higher for funding sources such as brokered deposits relative to
other more traditional deposit products. The Bank borrowed $29,000 from the
Federal Home Loan Bank of Atlanta in the second quarter of 2008 to match the
maturities and secure funding for loans originated.
4
Issuance of Junior Subordinated Debentures
On May 3, 2006, the Company sponsored the creation of a Delaware
statutory trust, GrandSouth Capital Trust I (the "Trust"), and is the sole owner
of the $247 in common securities issued by the Trust. On May 10, 2006, the Trust
issued $8,000 in floating rate capital securities. The proceeds of this
issuance, and the amount of the Company's investment in the common securities,
were used to acquire $8,247 principal amount of the Company's floating rate
junior subordinated debt securities due 2036 ("Debentures"). The debentures are
prepayable without penalty any time after their fifth anniversary. These
securities, and the accrued interest thereon, now constitute the Trust's sole
assets. Under current Federal Reserve regulations, these securities are eligible
to be treated as Tier 1 capital by the Company. Upon repayment or redemption of
the Debentures, the Trust will use the proceeds of the transaction to redeem an
equivalent amount of capital securities and common securities. The Trust's
obligations under the capital securities are unconditionally guaranteed by the
Company. For further discussion, please see Note 9 to the Company's consolidated
financial statements.
Earnings Performance
Net income for 2008 was $1,348, a decrease of $1,451, or 51.8%, from
net income of $2,799 for 2007. Net interest income for 2008 was $636 less than
for 2007. The 2008 provision for loan losses was $2,880, an increase of $1,835,
or 175.6%, over the amount for 2007. Income tax expense for 2008 was $732, a
decrease of $848 from the 2007 amount.
Net income for 2007 was $2,799, a decrease of $461, or 14.1%, from net
income of $3,260 for 2006. While net interest income for 2007 increased only
slightly over the 2006 amount, noninterest expenses increased significantly.
Salaries and benefits, premises and equipment, data processing and printing,
postage and supplies expenses were higher, primarily because 2007 was the first
full-year of operation of the new Anderson branch office. In addition,
significantly higher professional fees were incurred to ensure that the Company
continues to comply with increasingly stringent regulatory requirements.
Net Interest Income
Net interest income is the amount of interest earned on
interest-earning assets (loans, investment securities, interest-earning deposits
in other banks, and federal funds sold) less the interest expense incurred on
interest-bearing liabilities (interest-bearing deposits and borrowed money), and
is the principal source of the Bank's earnings. Net interest income is affected
by the level of interest rates, the volume and mix of interest earning-assets
and interest-bearing liabilities and the relative funding of interest-earning
assets.
2008 Compared with 2007
Net interest income for 2008 decreased by $636 from the 2007 amount.
Interest income for 2008 decreased by $2,201 from the 2007 amount and interest
expense decreased by $1,565. Decreases in market interest rates were primarily
responsible for these decreases.
The average yield on loans was 7.65% for 2008, a decrease of 188 basis
points from the 2007 yield. Loans are the largest component of the Company's
earning assets and, accordingly, the largest determinant of its interest income.
Approximately 51% of the Company's loans are variable rate loans. Consequently,
as interest rates fell during 2008, the rates associated with those variable
rate loans were lowered as well. Fixed rate loans originated and renewed during
2008 were also subject to yield reductions. The significant increase in
nonaccrual loans during 2008, and the accompanying effects on interest income of
the reversal of previously recorded but uncollected income and the cessation of
future accruals, also contributed to the decrease in interest income on loans.
Interest income from federal funds sold and interest bearing accounts with other
banks also were affected significantly by lower market rates.
Interest expense on deposit accounts decreased for all categories of
deposits except for NOW accounts. The Bank offers a high-yielding tiered-rate
NOW deposit account which requires that the customer maintain only a relatively
low balance in order to earn a higher rate of interest. The Bank uses these
accounts both to attract deposit customers from other institutions and to
increase sales of multiple products to its pre-existing customers.
During 2008, the Company increased significantly its use of fixed rate
long-term funds borrowed from the Federal Home Loan Bank of Atlanta. During the
first six months of 2008, the Company received proceeds of $29,000 from such
advances at an average interest rate of 3.62%. Maturities of the advances at
5
their inception ranged from one to five years. The level of such long-term
borrowings currently used is low relative to the Bank's history and to other
banks in its peer group.
2007 Compared with 2006
Net interest income for 2007 increased by only $154 over the 2006
amount. Interest income for 2007 increased by $3,233 over the 2006 amount,
primarily as a result of higher average volumes of investment securities and
loans. Yield on loans decreased slightly during 2007 because of decreases in
interest rates that occurred late in the year.
Higher volumes of interest-bearing liabilities combined with higher
rates paid for such funds to increase interest expense for 2007 by $3,079 over
the 2006 amount. In particular, expenses related to money market accounts
increased significantly. The increased expense is almost entirely due to higher
average amounts of such deposits, which were a result of the highly competitive
rates paid by the Company. The success realized in the deposit-gathering
function allowed the Company to reduce, on average, its reliance on short-term
borrowed funds and Federal Home Loan Bank advances during the year.
The table, "Average Balances, Income and Expense, Yields and Rates",
provides an analysis of the average amounts of the Company's assets and
liabilities and the effective yields and rates on the categories of average
interest earning assets and interest bearing liabilities for the years ended
December 31, 2008, 2007 and 2006.
6
Average Balances, Income and Expense, Yields and Rates
Years ended December 31,
------------------------
2008 2007 2006
---- ---- ----
Average Income/ Yields/ Average Income/ Yields/ Average Income/ Yields/
Balances (1) Expense Rates Balances(1) Expense Rates Balances(1) Expense Rates
-------------------- ----- ------------------- ----- ------------------- -----
(Dollars in thousands)
Assets
Federal funds sold and interest
bearing accounts with other banks . $ 11,665 $ 217 1.86% $ 10,672 $ 583 5.46% $ 13,144 $ 651 4.95%
Investments and other securities (2) .. 55,165 2,799 5.07% 50,347 2,435 4.84% 36,451 1,622 4.45%
Loans(2)(3 (4) ........................ 282,857 21,627 7.65% 250,024 23,826 9.53% 215,673 21,338 9.89%
-------- ------- -------- ------- -------- -------
Total interest earning assets .. 349,687 24,643 7.05% 311,043 26,844 8.63% 265,268 23,611 8.90%
Cash and due from banks ............... 4,233 4,422 4,087
Allowance for loan losses ............. (3,261) (2,765) (2,831)
Premises and equipment ................ 4,863 5,038 4,938
Other assets .......................... 9,795 8,629 8,508
-------- -------- -------
Total assets ................... $365,317 $326,367 $279,970
======== ======== =======
Liabilities and
shareholders' equity
Interest bearing deposits
NOW accounts ...................... $ 7,236 $ 168 2.32% $ 3,924 $ 62 1.58% $ 2,934 $ 8 0.27%
Savings ........................... 581 1 0.17% 616 3 0.49% 656 3 0.46%
Money market accounts ............. 101,210 2,821 2.79% 92,373 3,940 4.27% 66,774 2,805 4.20%
Time deposits ..................... 182,663 8,137 4.45% 180,340 9,306 5.16% 160,594 7,229 4.50%
-------- ------- -------- ------- -------- -------
Total interest
bearing deposits ............. 291,690 11,127 3.81% 277,253 13,311 4.80% 230,958 10,045 4.35%
FHLB advances ......................... 21,773 796 3.66% 169 10 5.92% 6,905 301 4.36%
Other borrowings ...................... 17 - 0.00% - - 0.00% 1,401 106 7.57%
Junior subordinated debentures ........ 8,247 432 5.24% 8,247 599 7.26% 5,267 389 7.39%
-------- ------- -------- ------- -------- -------
Total interest
bearing liabilities .......... 321,727 12,355 3.84% 285,669 13,920 4.87% 244,531 10,841 4.43%
Noninterest bearing demand deposits ... 16,570 15,970 14,296
Other liabilities ..................... 3,121 3,746 3,188
Shareholders' equity .................. 23,899 20,982 17,955
-------- -------- -------
Total liabilities and
shareholders' equity ........... $365,317 $326,367 $279,970
======== ======== =======
Interest rate spread (5) .............. 3.21% 3.76% 4.47%
Net interest income and net yield
on earning assets (6) ............. $12,288 3.51% $12,924 4.16% $12,770 4.81%
Interest free funds supporting
earning assets (7) ................ $ 27,960 $ 25,374 $ 20,737
|
(1) Average balances are computed on a daily basis.
(2) Income and yields on tax-exempt securities and loans have not been adjusted
on a tax equivalent basis.
(3) Nonaccrual loans are included in the average loan balances and income on
such loans generally is recognized on a cash basis.
(4) Includes immaterial amounts of loan fees.
(5) Total interest earning assets yield less the total interest bearing
liabilities rate.
(6) Net interest income divided by total interest earning assets.
(7) Total interest earning assets less total interest bearing liabilities.
7
The table, "Volume and Rate Variance Analysis", provides a summary of
changes in net interest income resulting from changes in volumes of interest
earning assets and interest bearing liabilities (change in volume times old
rate), and the rates earned and paid on such assets and liabilities (change in
rate times old volume).
Volume and Rate Variance Analysis
2008 Compared with 2007 2007 Compared with 2006
----------------------- -----------------------
Volume (1) Rate (1) Total Volume (1) Rate (1) Total
---------- -------- ----- ---------- -------- -----
(Dollars in thousands)
Federal funds sold and interest
bearing accounts with other banks ............... $ 50 $ (416) $ (366) $ (130) $ 62 $ (68)
Investment securities ................................. 240 124 364 662 151 813
Loans ................................................. 2,882 (5,081) (2,199) 3,296 (808) 2,488
------- ------- ------- ------- ------- -------
Total interest income ................ 3,172 (5,373) (2,201) 3,828 (595) 3,233
------- ------- ------- ------- ------- -------
Interest bearing deposits
NOW accounts .................................... 68 38 106 4 50 54
Savings accounts ................................ - (2) (2) - - -
Money market accounts ........................... 349 (1,468) (1,119) 1,091 44 1,135
Time deposits ................................... 119 (1,288) (1,169) 948 1,129 2,077
FHLB advances ......................................... 791 (5) 786 (389) 98 (291)
Other borrowings ...................................... - - - (106) - (106)
Junior subordinated debentures ........................ - (167) (167) 216 (6) 210
------- ------- ------- ------- ------- -------
Total interest expense ............... 1,327 (2,892) (1,565) 1,764 1,315 3,079
------- ------- ------- ------- ------- -------
Change in net interest income ........ $ 1,845 $(2,481) $ (636) $ 2,064 $(1,910) $ 154
======= ======= ======= ======= ======= =======
|
(1) The rate/volume variance for each category has been allocated on a
consistent basis between rate and volume variances based on the percentage
of rate or volume variance to the sum of the two absolute variances except
in categories having balances in only one period. In such cases, the entire
variance is attributed to volume variances.
Management currently expects that interest rates will be likely to
remain mostly unchanged during the first half of 2009 due to the problems in the
housing and credit markets and actions that may be taken by the Federal Reserve.
During the second half of the year, the trend in interest rates could take
widely divergent paths depending on developments in unemployment levels, changes
in expectations about inflation and/or recession, oil prices, etc. While
management has not presently identified any specific factors that it believes
might cause market interest rates to increase or decrease rapidly in a short
period of time, changes in interest rates that could significantly affect the
Company, either positively or negatively, are possible. Management believes that
net interest income should increase somewhat during 2009 as certificates of
deposit mature and are repriced at the current lower rates offered.
Interest Rate Sensitivity
Interest rate sensitivity measures the timing and magnitude of the
repricing of assets compared with the repricing of liabilities and is an
important part of asset/liability management. The objective of interest rate
sensitivity management is to generate stable growth in net interest income, and
to control the risks associated with interest rate movements. Management
constantly monitors interest rate risk exposures and the expected interest rate
environment so that adjustments in interest rate sensitivity can be timely made.
The table, "Interest Sensitivity Analysis", indicates that, on a
cumulative basis through twelve months, rate sensitive liabilities exceeded rate
sensitive assets at the end of 2008 by $79,749, resulting in a cumulative gap
ratio of .71. When interest sensitive assets exceed interest sensitive
liabilities for a specific repricing "horizon," a positive interest sensitivity
gap results. The gap is negative when interest sensitive liabilities exceed
interest sensitive assets, as was the case at the end of 2008 with respect to
the one-year time horizon. For a bank with a negative gap, falling interest
rates would ordinarily be expected to have a positive effect on net interest
income and rising rates would ordinarily be expected to have a negative effect.
The table, "Interest Sensitivity Analysis", reflects the balances of
interest earning assets and interest bearing liabilities at the earlier of their
repricing or maturity dates. Amounts of fixed rate loans are reflected at the
8
loans' final maturity dates. Variable rate loans are reflected at the earlier of
their contractual maturity date or the date at which the loans may be repriced
contractually. Securities are reflected at the earlier of each instrument's
ultimate maturity or contractual repricing date. Overnight federal funds sold
are reflected in the earliest contractual repricing interval due to the
immediately available nature of these funds. Interest bearing liabilities with
no contractual maturity, such as interest bearing transaction accounts and
savings deposits, are reflected in the earliest repricing interval. These
liabilities are subject to contractual arrangements that allow management to
vary the rates paid on these deposits within a thirty-day or shorter period.
However, the Company is not obligated to vary the rates paid on those deposits
within any given period. Fixed rate time deposits, principally certificates of
deposit, are reflected at their contractual maturity dates. Variable rate time
deposits, principally individual retirement accounts, are reflected at the
earlier of their next repricing or maturity dates.
Interest Sensitivity Analysis
December 31, 2008
-----------------
Within Over 3 to 12 Over 12 Nonaccrual
3 Months Months Months Loans Total
-------- ------ ------ ----- -----
(Dollars in thousands)
Interest earning assets
Interest bearing deposits due from banks .......... $ 8,453 $ - $ 2,000 $ - $ 10,453
Federal funds sold ................................ 429 - - - 429
Securities ........................................ - 563 46,815 - 47,378
Federal Home Loan Bank stock ...................... 1,926 - - - 1,926
Loans ............................................. 164,602 23,646 106,888 6,497 301,633
--------- --------- --------- --------- ---------
Total interest earning assets ............. 175,410 24,209 155,703 6,497 $ 361,819
--------- --------- --------- --------- =========
Interest bearing liabilities
Interest bearing deposits
NOW accounts .................................. $ 9,124 $ - $ - $ - $ 9,124
Savings and money market accounts ............. 92,714 - - - 92,714
Time deposits $100M and over .................. 13,684 36,472 10,662 - 60,818
Other time deposits ........................... 33,835 80,292 18,771 - 132,898
--------- --------- --------- --------- ---------
Total interest bearing deposits ........... 149,357 116,764 29,433 - 295,554
Federal Home Loan Bank advances ................... 5,000 - 24,000 - 29,000
Junior subordinated debentures .................... 8,247 - - - 8,247
--------- --------- --------- --------- ---------
Total interest bearing liabilities ........ 162,604 116,764 53,433 - $ 332,801
--------- --------- --------- --------- =========
Interest sensitivity gap ............................... $ 12,806 $ (92,555)
Cumulative interest sensitivity gap .................... $ 12,806 $ (79,749)
Gap ratio .............................................. 1.08 0.21
Cumulative gap ratio ................................... 1.08 0.71
|
Provision for Loan Losses
The allowance for loan losses is established through charges to expense
in the form of a provision for loan losses. The level of the allowance for loan
losses is based on management's judgment of the amount sufficient to absorb
losses inherent in the loan portfolio. Loan losses or recoveries are charged or
credited directly to the allowance. The provision for losses for 2008 was
$2,880, an increase of $1,835 over the 2007 provision. This increase resulted
from significantly higher amounts of net charge-offs and non-performing loans
during 2008. The 2007 provision was $1,045, a decrease of $65 from the amount
provided in 2006. This decrease resulted primarily from a reduction in the
amount of net charge-offs from $1,737 in 2006 to $525 in 2007.
See "Allowance for Loan Losses" and "Critical Accounting Policies" for
further information about the methodology used and factors considered by
management in determining the amount of the allowance for loan losses.
9
Noninterest Income
Noninterest income for 2008 totaled $754, an increase of $92 over the
2007 amount, primarily due to a $94 increase in service charges on deposit
accounts. Also contributing to the increase were a $40 turnaround in gains and
losses from sales of investment securities and a $40 gain on the sale of
premises and equipment.
Noninterest income for 2007 decreased by $97 from the 2006 amount
because of non-recurring gains of $119 realized on sales of assets acquired in
settlement of loans in 2006 and losses of $24 realized on dispositions of
investment securities in 2007. Service charges on deposit accounts increased by
$31 over the 2006 amount due to larger account volumes resulting from the
opening of the Anderson, SC branch office.
Noninterest Expenses
Noninterest expenses for 2008 totaled $8,082, a decrease of $80 from
the 2007 amount. Premises and equipment expenses for 2008 were $671, a decrease
of $156 from the 2007 amount. Insurance costs fell by $87 as the Company
increased the deductibles for some of its policies. Expenses for printing,
postage and supplies decreased due to lower volumes of, and price reductions in,
courier services for the Bank's automobile floor plan lending division.
Professional fees for 2008 were $106 less than for 2007 due to the non-recurring
nature of some of the services obtained in 2007.
Noninterest expenses for 2007 increased by $764, or 10.3%, over the
2006 amount. Salaries and employee benefits increased by $328 due to an increase
of $107 in the amounts of incentive compensation and automobile allowances, an
increase of $51 in matching contributions to the Company's 401(k) plan due to a
change in the Company's matching contribution formula, and $142 from the
deferral of costs associated with loan originations in accordance with SFAS 91.
Also, 2007 was the first full year of operation of the Bank's Anderson office.
Professional fees increased by $226 due to the Company's efforts to assess its
system of internal control over financial reporting pursuant to the requirements
of the Sarbanes-Oxley Act of 2002, and services in connection with assessment of
the impact of Internal Revenue Code Section 409A on various executive deferred
compensation arrangements and amendments to the arrangements resulting
therefrom. Insurance expenses increased by $81 primarily due to higher FDIC
assessments for federal deposit insurance coverage. Data processing expenses
increased by $86 due to higher numbers of deposit accounts.
Income Taxes
Income tax expense for 2008 was $732, a decrease of $848 from the 2007
amount, due to lower net income before income taxes and a $220 increase in
income from nontaxable investment securities. Income tax expense for 2007
decreased by $181 from the 2006 amount due to lower amounts of taxable income.
Income from nontaxable investment securities increased by $285 over the 2006
amount. The effective tax rates were 35.2%, 36.1%, and 35.1% in 2008, 2007 and
2006, respectively. The effective tax rates decreased in 2008 primarily because
of the increase in nontaxable investment income and increased in 2007 primarily
due to increased nondeductible expenses, including share-based compensation
recorded for incentive stock options granted.
Investment Portfolio
As of December 31, 2008, the Bank's investment portfolio, excluding
investments required for membership in the Federal Home Loan Bank of Atlanta,
was approximately 13% of total assets. The following table summarizes the
carrying value amounts of investments held as of December 31, 2008, 2007 and
2006. The Bank had no trading or held-to-maturity securities at any of the dates
shown.
During 2008, the Company did not invest significantly in any class of
investment securities, as only $3,199 of investment securities were purchased.
Maturities, calls, paydowns and sales of such instruments totaled $15,544 during
the year. During 2007, the Bank significantly increased the amounts invested in
state, county and municipal bonds and in mortgage-backed securities issued by
government-sponsored enterprises as management sought to increase income
production from these instruments.
10
Securities Portfolio Composition
December 31,
------------
2008 2007 2006
---- ---- ----
(Dollars in thousands)
Available-for-sale
Government-sponsored
enterprises (GSEs) ................. $11,478 $19,544 $22,469
State, county and municipal ............. 13,393 13,289 3,339
Mortgage-backed securities
issued by GSEs ...................... 22,507 26,734 15,838
------- ------- -------
Total available-for-sale ........ $47,378 $59,567 $41,646
======= ======= =======
|
The following table presents maturities and weighted average yields of
securities at December 31, 2008. Yields on tax-exempt state, county and
municipal obligations have not been computed on a taxable-equivalent basis.
Securities Portfolio Maturities and Yields
December 31, 2008
-----------------
After After
One Year Five Years
Within Through Through After
One Year (1) Five Years (1) Ten Years (1) Ten Years (1) Total
------------ -------------- ------------- ------------- -----
Amount Yield Amount Yield Amount Yield Amount Yield Amount Yield
------ ----- ------ ----- ------ ----- ------ ----- ------ -----
(Dollars in thousands)
Government-sponsored
enterprises ................ $ - 0.00% $ 7,144 5.66% $ 4,334 5.53% $ - 0.00% $11,478 5.61%
State, county and municipal ..... - 0.00% - 0.00% 1,174 3.93% 12,219 4.23% 13,393 4.20%
Mortgage-backed securities
issued by GSEs ............. 563 4.14% 3,609 4.00% 1,428 4.76% 16,907 5.74% 22,507 5.36%
Total ................. $ 563 4.14% $10,753 5.10% $ 6,936 5.10% $29,126 5.11% $47,378 5.09%
|
(1) Maturity categories based upon final stated maturity dates. Average
maturity is substantially shorter because of the monthly return of
principal on certain securities.
Government-sponsored enterprises ("GSEs") are agencies and corporations
established by the U.S. Government, including, among others, the Federal Home
Loan Banks, Federal National Mortgage Association ("FNMA") , and Federal Home
Loan Mortgage Corporation ("FHLMC"). Debt securities issued by these enterprises
are not obligations of the U.S. Government and are not backed by the full faith
and credit of the U.S. Government or otherwise guaranteed by the U.S.
Government. Late in 2008, FNMA and FHLMC were placed into conservatorship and
their debt obligations were effectively assumed by the U.S. Government when the
U.S. Treasury intervened to recapitalize those entities. Evidencing the
relatively high-quality of the GSE issuers, however, their debt securities
generally are eligible to be used as security for public deposits of the U.S.
Treasury, government agencies and corporations and states and other political
subdivisions. The Company believes that its investment in these securities at
these levels is prudent, given the excellent credit ratings enjoyed by the GSEs.
The mortgage-backed securities in the Company's portfolio are not backed by
sub-prime mortgages.
On an ongoing basis, management assigns securities upon purchase into
one of three categories (trading, available-for-sale or held-to-maturity) based
on intent, taking into consideration other factors including expectations for
changes in market rates of interest, liquidity needs, asset/liability management
strategies, and capital requirements. The Company has never held securities for
trading purposes. During 2008, the Company realized gains of $16 on the
disposition of available-for-sale investment securities. In 2007, the Company
realized losses of $24 on such securities and no such activity occurred in 2006.
No transfers of available-for-sale or held-to-maturity securities to other
categories were made in any of the years 2006 through 2008.
11
As of December 31, 2008, the Company held debt obligations of
individual GSEs as follows: Federal Home Loan Banks - $7,156; Federal Home Loan
Mortgage Corporation - $8,996; and Federal National Mortgage Association -
$17,833.
As of December 31, 2008, the Company did not have any concentrations in
debt securities that are payable from and secured by the same source of revenue
or taxing authority of any state, county and municipal issuers in an amount
equal to 10% or more of shareholders' equity.
Loan Portfolio
Management believes the loan portfolio is adequately diversified. There
are no concentrations of loans in any particular individual, industry or groups
of related individuals or industries, and there are no foreign loans. The
Company's loan portfolio is, however, dependent upon economic and other factors
that affect its local market areas.
The amounts of loans outstanding as of the end of each of the last five
years, and the percentage of each category to total loans, are shown in the
following tables according to type of loan:
Loan Portfolio Composition
December 31,
------------
2008 2007 2006 2005 2004
---- ---- ---- ---- ----
(Dollars in thousands)
Commercial, financial and agricultural ............. $ 42,734 $ 44,640 $ 35,783 $ 41,915 $ 33,644
Real estate - construction ......................... 75,537 84,458 65,096 39,895 39,170
Real estate - mortgage ............................. 178,387 128,633 120,673 110,694 96,984
Consumer installment ............................... 4,975 4,998 5,209 7,858 6,660
-------- -------- -------- -------- --------
Total loans ................................. $301,633 $262,729 $226,761 $200,362 $176,458
======== ======== ======== ======== ========
|
Percentage Loan Portfolio Composition
December 31,
------------
2008 2007 2006 2005 2004
---- ---- ---- ---- ----
Commercial, financial and agricultural ............. 14.2% 17.0% 15.8% 20.9% 19.1%
Real estate - construction ......................... 25.0% 32.1% 28.7% 19.9% 22.2%
Real estate - mortgage ............................. 59.1% 49.0% 53.2% 55.2% 55.0%
Consumer installment ............................... 1.7% 1.9% 2.3% 4.0% 3.7%
----- ----- ----- ----- -----
Total loans ................................. 100.0% 100.0% 100.0% 100.0% 100.0%
===== ===== ===== ===== =====
|
A certain degree of risk taking is inherent in the extension of credit.
Management has established loan and credit policies and practices designed to
control both the types and amounts of risks assumed, and to minimize losses.
Such policies and practices include limitations on loan-to-collateral values for
various types of collateral, requirements for appraisals of real estate
collateral, problem loan management practices and collection procedures, and
nonaccrual and charge-off guidelines.
Commercial, financial and agricultural loans primarily represent loans
to businesses, and may be made on either a secured or an unsecured basis. When
taken, collateral usually consists of liens on receivables, equipment,
inventories, furniture and fixtures. Unsecured business loans are generally
short-term with emphasis on repayment strengths and low debt-to-worth ratios.
Commercial lending involves significant risk because repayment usually depends
on the cash flows generated by the customer's business, and the debt service
capacity of a business can deteriorate due to downturns in national and local
economic conditions. To control risk, management performs initial and continuing
analyses of customers' financial information.
12
Real estate construction loans generally consist of financing the
construction of 1-4 family dwellings and nonfarm, nonresidential real estate.
Generally, loan-to-cost ratios are limited to 80% and the Bank reviews the
financial ability of the borrower to meet the guidelines of permanent financing
prior to the advancement of construction loan proceeds. Due to the short-term
nature of its funding sources, the Bank generally does not provide permanent
financing for these properties. The Bank experienced significant growth in
construction loans in 2007 and 2006. During 2008, the Company's exposure to
construction loans decreased by $8,921. In light of recent developments in the
housing and credit markets, management currently expects that the Company will
maintain or decrease its amount of construction loans due to the lack of demand
for housing in the local market.
Loans secured by real estate mortgages comprised approximately 59%, 49%
and 53% of the Company's loan portfolio at the end of 2008, 2007 and 2006,
respectively. Real estate mortgage loans grew by $49,754 in 2008, by $7,960
during 2007 and by $9,979 during 2006. Residential real estate loans consist
mainly of first and second mortgage loans on single family homes, with some
multifamily home loans. Loan-to-value ratios for these instruments are generally
limited to 80%.
The Bank offers a variety of fixed-rate residential real estate loan
products. Loans retained in-house generally have repayment amounts based on
either 15 or 30 year terms and include 5-year balloon-payment provisions.
Underwriting for these loans is performed in-house within the limits of loan
officers' lending authorities and the loans typically are renegotiated near the
end of the balloon period. In addition, conventional, variable rate mortgage
loans may be originated and closed by the Bank in the name of other financial
institutions in exchange for an origination fee. Such loans are not funded by
the Bank.
Nonfarm, nonresidential real estate loans are secured by business and
commercial properties with loan-to-value ratios generally limited to 80%. These
loans made up $108,417 of the $178,387 in real estate mortgage loans as of
December 31, 2008 and $78,095 of the $128,633 in real estate loans reported at
December 31, 2007. At December 31, 2008 and 2007, the Bank had 10 loans totaling
$5,001 and 5 loans totaling $1,349, respectively, in this category with initial
loan-to-value ratios exceeding 100%.
The repayment of both residential and business real estate loans is
dependent primarily on the income and cash flows of the borrowers, with the real
estate serving as a secondary or liquidation source of repayment. The Company
does not originate high-risk mortgage loans such as so-called option ARMs, loans
with high debt-to-worth ratios (without requiring the purchaser to obtain
private mortgage insurance), loans with fixed monthly payment amounts that are
less than the interest accrued on the loan, or loans with low initial monthly
payments that increase to much higher levels at some future time.
Real estate values in the Company's market areas, particularly
residential real properties, have so far remained relatively steady and have not
suffered the precipitous decreases seen in some areas, though there can no
assurances that this stability will continue. However, there has been a trend
toward a longer marketing period required to sell properties. As a result, real
estate collateral has become a somewhat less reliable source of prompt repayment
when a borrower defaults, but it remains, nevertheless, a valuable source.
Maturity and Interest Sensitivity Distribution of Loans
The following table sets forth the maturity distribution of the
Company's commercial, financial and agricultural loans and its real estate -
construction loans, as of December 31, 2008, as well as the type of interest
requirement on such loans.
13
December 31, 2008
-----------------
Due in Due after
One Year One through Due after
or Less Five Years Five Years Total
------- ---------- ---------- -----
(Dollars in thousands)
Commercial, financial and agricultural ................................. $26,616 $ 8,695 $ 7,423 $42,734
Real estate - construction ............................................. 45,420 30,117 - 75,537
Above loans with fixed rate and due after one year ..................... $19,434
=======
Above loans with variable rate and due after one year .................. $26,801
=======
|
Nonperforming Loans; Assets Acquired in Settlement of Loans
Generally, when a loan is 90 days past due as to interest or principal
or when payment in full is not anticipated, the accrual of interest income is
discontinued. A nonaccrual loan is not returned to accrual status unless
principal and interest are current and the borrower has demonstrated the ability
to continue making payments as agreed. When it is probable the Bank will be
unable to collect all amounts due in accordance with the loan agreement, the
principal balance is reduced to the estimated fair value of collateral by
charge-off to the allowance for loan losses of the difference between book value
and estimated fair value. Any subsequent collections are credited first to the
remaining principal balance and then to the allowance for loan losses as a
recovery.
The amount of interest income that would have been included in income
in 2008, 2007 and 2006, if nonaccrual loans had performed in accordance with the
loans' original terms was $405, $164 and $318, respectively. Interest income
recorded on nonaccrual loans was $33, $34 and $68, respectively. As of December
31, 2008, loans that were 90 days or more past due and still accruing interest
totaled $714 and there were no restructured loans. At December 31, 2007 and
2006, there were no loans that were 90 days or more past due and still accruing
interest and there were no restructured loans.
As of December 31, 2008, 2007 and 2006, the Bank had $6,497, $1,127 and
$834, respectively, of nonaccrual loans. The increase for 2008 was attributable
primarily to the downturn in economic activity in the Company's market areas. In
general, the economic slowdown in those areas was manifested through prolonged
marketing periods for residential and commercial real estate and higher levels
of unemployment in the manufacturing sector.
Nonaccrual loans increased by $5.4 million from December 31, 2007 to
December 31, 2008. The increase in nonaccrual loans included several large
defaults involving customers within the Company's market area. Of the December
31, 2008 amount of nonaccrual loans, $2,160 represents one customer. The loans
are well-secured by commercial property and the Bank expects to recover all, or
substantially all, of the outstanding balance. Of the remaining amount as of
December 31, 2008, $1,430 is secured by completed commercial buildings, $1,030
is secured by commercial land development projects, $705 is secured by
residential land development properties, $547 is secured by completed 1-4 family
residences, and $378 is secured by partially completed 1-4 family residential
properties.
The increase in 2007 was attributable primarily to one large loan
secured by commercial real estate that was added to nonaccrual loans during the
year. The decrease in nonaccrual loans from the end of 2005 to the end of 2006
was attributable primarily to the charge-off in 2006 of more than $2,000 of
loans that were previously nonaccrual loans. Additionally, the Bank acquired an
asset in settlement of a loan of $149.
Included in nonaccrual loans at December 31, 2005 were $1,660 in loans
to one customer for which the Company specifically reserved $500 in anticipation
of charge-offs. At the time of filing of the 2005 Annual Report on Form 10-K,
the Company believed that the business remained a going concern with enough cash
flows to service the debt, or was saleable for an amount sufficient to repay its
debts. However, events occurred in 2006 that were not foreseeable and included
the loss of the debtor's largest customer which accounted for approximately 65%
of sales. Realizing that full collectibility was improbable, the Bank
charged-off $1,360 in 2006.
14
Nonaccrual and Past Due Loans; Assets Acquired in Settlement of Loans
December 31,
------------
2008 2007 2006 2005 2004
---- ---- ---- ---- ----
(Dollars in thousands)
Nonaccrual loans
Commercial, financial and agricultural ................. $ 248 $ 266 $ 435 $ 329 $ -
Real estate - construction ............................. 3,824 - - - 10
Real estate - mortgage ................................. 2,413 833 378 2,210 1,394
Installment loans to individuals ....................... 12 28 21 12 93
------ ------ ------ ------ ------
Total nonaccrual loans ............................. 6,497 1,127 834 2,551 1,497
Accruing loans 90 days or more past due ...................... 714 - - - -
------ ------ ------ ------ ------
Total nonperforming loans .......................... $7,211 $1,127 $ 834 $2,551 $1,497
====== ====== ====== ====== ======
Nonperforming loans as a percent of total loans .............. 2.4% 0.4% 0.4% 1.3% 0.8%
Assets acquired in settlement of loans ....................... $ 674 $1,752 $ 149 $ 630 $ 881
====== ====== ====== ====== ======
|
As of December 31, 2008, impaired loans totaled $9,799. Of this amount,
$6,497 was classified as nonaccrual loans. The Bank classifies a loan as
impaired when it is probable that the Company will be unable to collect all
amounts due according to the contractual terms of the loan agreement.
As of December 31, 2008, there were no irrevocable commitments to lend
additional funds to debtors owing amounts on nonaccrual loans.
There were no restructured loans during any of the periods in the table
above.
Potential Problem Loans
Management has identified and maintains a list of potential problem
loans that are not included in nonperforming loans (nonaccrual or loans past due
90 days or more and still accruing). Management monitors this list closely and
maintains dialogue with the customers to determine if and when circumstances
arise that warrant removal of the loan from this list or establishing a specific
loan loss allowance for it. A loan is added to the potential problem list when
management becomes aware of information about possible credit problems of
borrowers that causes doubts as to the ability of such borrowers to comply with
the current loan repayment terms. At December 31, 2008, loans in the amount of
$3,300, or 1.0% of total loans, were determined by management to be potential
problem loans. This amount does not represent management's estimate of potential
losses since a large proportion of such loans is secured by various types of
collateral. As of December 31, 2007, potential problem loans totaled $828, or
.3% of total loans.
Allowance for Loan Losses
The allowance for loan losses is based on management's ongoing
evaluation of the loan portfolio and reflects an amount which in management's
opinion is sufficient to absorb probable losses in the existing loan portfolio.
Loan losses are charged against, and recoveries are credited to the allowance.
Provisions for loan losses charged to expense are credited to the allowance. The
amounts of loan loss provisions are based on various factors which, in
management's judgment, merit current recognition in estimating losses. Such
factors include the market value of any underlying collateral, growth and
composition of credit risk within the loan portfolio, loss experience, review of
problem loans, delinquency trends, and local and regional economic conditions.
Management evaluates the carrying value of loans quarterly and the allowance for
loan losses is adjusted accordingly. While management uses the best available
information in making its evaluations, future adjustments to the allowance may
be needed if conditions differ substantially from the assumptions used in making
the current evaluation. The allowance for loan losses is also subject to
evaluation by various regulatory authorities and may be subject to adjustment as
a result of those evaluations.
The evaluation of the allowance is segregated into general allocations
and specific allocations. For general allocations, the portfolio is segregated
15
into risk-similar segments for which historical loss ratios are calculated and
adjusted for identified trends or changes in current portfolio characteristics.
Historical loss ratios are calculated by risk grade. The resulting percentages
are then applied to the dollar amounts of the loans in each segment to arrive at
each segment's probable loss amount. The general allocation also includes a
component for probable losses inherent in the portfolio, based on management's
analysis, that is not fully captured otherwise in the allowance. This component
serves to address inherent imprecision in the estimation methodology and to
recognize management's evaluation of other factors or conditions not otherwise
directly measured in the evaluation of the general and specific allocations.
Such factors or conditions may include evaluation of current general economic
and business conditions; geographic, collateral or other concentrations; system,
procedural, policy or underwriting changes; experience of lending staff; entry
into new markets or new product offerings; and results from internal and
external portfolio examinations.
Assessing the adequacy of the allowance is a process that requires
considerable judgment. No assurance can be given that loan losses in future
periods will not exceed the current allowance or that future increases in the
allowance will not be required. Nor can any assurance be given that management's
ongoing evaluation of the loan portfolio, in light of changing economic
conditions and other relevant information, will not require significant
additions to the allowance for loan losses, thus adversely affecting the
Company's operating results. Management believes that the allowance for loan
losses currently is sufficient.
Certain nonperforming and potential problem loans are individually
assessed for impairment under SFAS 114, "Accounting for Impairment of a Loan,"
and assigned specific allocations.
The table, "Summary of Loan Loss Experience," summarizes loan balances
at the end of each period indicated, averages for each period, changes in the
allowance arising from charge-offs and recoveries by loan category, and
additions to the allowance which have been charged to expense.
16
Summary of Loan Loss Experience
Years Ended December 31,
------------------------
2008 2007 2006 2005 2004
---- --- ---- ---- ----
(Dollars in thousands)
Total loans outstanding at end of period .......................... $301,633 $262,729 $226,761 $200,362 $176,458
Average amount of loans outstanding ............................... 282,857 250,024 215,673 183,576 162,044
Balance of allowance for loan losses - beginning .................. $ 2,943 $ 2,423 $ 3,050 $ 2,293 $ 2,345
-------- -------- -------- -------- --------
Loans charged off
Commercial, financial and agricultural ....................... 1,944 532 787 123 135
Real estate -construction .................................... 5 90 - - -
Real estate - mortgage ....................................... 381 689 1,375 347 466
Installment loans to individuals ............................. 52 18 17 13 475
-------- -------- -------- -------- --------
Total charge-offs ...................................... 2,382 1,329 2,179 483 1,076
-------- -------- -------- -------- --------
Recoveries of loans previously charged off
Commercial, financial and agricultural ....................... 657 382 342 25 -
Real estate -construction .................................... - - - - -
Real estate - mortgage ....................................... 6 419 54 76 1
Installment loans to individuals ............................. 6 3 46 14 23
-------- -------- -------- -------- --------
Total recoveries ....................................... 669 804 442 115 24
-------- -------- -------- -------- --------
Net charge-offs ................................................... 1,713 525 1,737 368 1,052
-------- -------- -------- -------- --------
Additions to allowance charged to expense ......................... 2,880 1,045 1,110 1,125 1,000
-------- -------- -------- -------- --------
Balance of allowance for loan losses - ending ..................... $ 4,110 $ 2,943 $ 2,423 $ 3,050 $ 2,293
======== ======== ======== ======== ========
Ratios
Net charge-offs to average loans ............................. 0.61% 0.21% 0.81% 0.20% 0.65%
Net charge-offs to loans at end of period .................... 0.57% 0.20% 0.77% 0.18% 0.60%
Allowance for loan losses to average loans ................... 1.45% 1.18% 1.12% 1.66% 1.42%
Allowance for loan losses to loans at end of period .......... 1.36% 1.12% 1.07% 1.52% 1.30%
Net charge-offs to allowance for loan losses ................. 41.68% 17.84% 71.69% 12.07% 45.88%
Net charge-offs to provision for loan losses ................. 59.48% 50.24% 156.49% 32.71% 105.20%
|
The following tables show the allocation of the allowance for loan
losses to various types of loans and the percentage of loans in each category
for each of the last three years. For years prior to 2005, the Company did not
allocate the allowance for loan losses to the various loan categories.
17
Allocation of Allowance for Loan Losses
December 31,
------------
2008 2007 2006 2005
---- ---- ---- ----
(Dollars in thousands)
Amount allocated to loan category
Commercial, financial and agricultural ......................... $ 909 $1,255 $ 884 $1,104
Real estate - construction ..................................... 1,008 191 228 100
Real estate - mortgage ......................................... 1,680 880 790 624
Installment loans to individuals ............................... 5 19 33 26
Unallocated .................................................... 508 598 488 1,196
------ ------ ------ ------
Total ..................................................... $4,110 $2,943 $2,423 $3,050
====== ====== ====== ======
|
December 31,
------------
2008 2007 2006 2005
---- ---- ---- ----
Percentage of loans in category
Commercial, financial and agricultural ......................... 14.2% 17.0% 15.8% 20.9%
Real estate - construction ..................................... 25.0% 32.1% 28.7% 19.9%
Real estate - mortgage ......................................... 59.1% 49.0% 53.2% 55.2%
Installment loans to individuals ............................... 1.7% 1.9% 2.3% 4.0%
----- ----- ----- -----
Total ..................................................... 100.0% 100.0% 100.0% 100.0%
===== ===== ===== =====
|
Although the allowance has been allocated internally as indicated
above, all amounts within the allowance are available for any and all loan
losses incurred.
Deposits
The average amounts and percentage composition of deposits held by the
Company for the years ended December 31, 2008, 2007 and 2006, are summarized
below:
Average Deposits
Years Ended December 31,
------------------------
2008 2007 2006
---- ---- ----
Average Average Average Average Average Average
Balance Cost Balance Cost Balance Cost
------- ---- ------- ---- ------- ----
(Dollars in thousands)
Noninterest-bearing demand $ 16,570 - $ 15,970 - $ 14,296 -
NOW Accounts 7,236 2.32% 3,924 1.58% 2,934 0.27%
Savings 581 0.17% 616 0.49% 656 0.46%
Money market accounts 101,210 2.79% 92,373 4.27% 66,774 4.20%
Time deposits 182,663 4.45% 180,340 5.16% 160,594 4.50%
---------- --------- ---------
Total average deposits $ 308,260 $ 293,223 $ 245,254
========== ========= =========
|
As of December 31, 2008, the Bank had $60,818 in time deposits of $100
or more. Approximately $13,684 mature within three months, $9,021 mature over
three through six months, $27,451 mature over six through twelve months and
$10,662 mature after one year. This level of large time deposits, as well as the
growth in other deposits, is attributed to growth planned by management. The
majority of time deposits $100 and over are acquired within the Company's market
18
areas in the ordinary course of business from customers with standing banking
relationships. It is a common industry practice not to consider time deposits of
$100 or more as core deposits since their retention can be influenced heavily by
rates offered. Therefore, such deposits have the characteristics of shorter-term
purchased funds. Certificates of deposit $100 and over require that the Company
achieve and maintain an appropriate matching of maturity distributions and a
diversification of sources to achieve an appropriate level of liquidity.
As of December 31, 2008, time deposits included $40,346 obtained from
deposit brokers compared with $16,857 at the end of 2007. The increase in
brokered deposits is attributable to the Bank's decision to access funding at
market rates that were significantly less than the local market during the
second half of 2008. This difference was driven primarily by large institutions
in the market offering above market rates. These institutions have since lowered
rates or have been acquired.
Return on Equity and Assets
The following table shows the return on assets (net income divided by
average total assets), return on equity (net income divided by average equity),
dividend payout ratio (dividends declared per share divided by net income per
share), and equity to assets ratio (average equity divided by average total
assets) for each period indicated.
Years Ended December 31,
------------------------
2008 2007 2006
---- ---- ----
Return on assets ............... 0.37% 0.86% 1.16%
Return on equity ............... 5.64% 13.34% 18.16%
Dividend payout ratio .......... 20.51% 9.64% 8.25%
Equity to assets ratio ......... 6.54% 6.43% 6.41%
|
Liquidity
Liquidity is the ability to meet current and future obligations through
liquidation or maturity of existing assets or the acquisition of additional
liabilities. Adequate liquidity is necessary to meet the requirements of
customers for loan originations and deposit withdrawals in the most timely and
economical manner. Some liquidity is ensured by maintaining assets that are
convertible immediately into cash at minimal cost (amounts due from banks and
federal funds sold). Asset liquidity is also provided from funds from maturing
or redeemed securities available-for-sale, maturing loans and other scheduled
loan repayments. However, the most manageable sources of liquidity are composed
of liabilities, with the primary focus of liquidity management being on the
ability to obtain deposits within the Bank's service area. Core deposits (total
deposits less time deposits of $100 and over and brokered deposits) provide a
relatively stable funding base, and were equal to 56% and 64% of total assets as
of December 31, 2008 and December 31, 2007, respectively.
Because of the potentially volatile nature of its funding sources, the
Bank maintains membership in the Federal Home Loan Bank of Atlanta (the "FHLB")
in order to gain access to its credit programs. During 2008, the Bank repaid
$5,000 of short-term borrowings and obtained approximately $29,000 of long-term
borrowings from the FHLB. As of December 31, 2008, the Bank is eligible to
borrow up to an additional $43,078 from the FHLB. Such borrowings are secured by
a lien on the Bank's investment in FHLB stock and all qualifying first mortgage
residential loans and certain commercial real estate loans. Assets actually or
potentially subject to this lien totaled approximately $96,512 as of December
31, 2008. In addition, the Bank has available an unused short-term line of
credit to purchase up to $4,400 of federal funds from an unrelated correspondent
institution. The line generally limits the period of time that any related
borrowings may be outstanding and is cancelable at any time in the sole
discretion of the lender.
The Company's ability to meet its cash obligations or to pay any
possible future cash dividends to shareholders is dependent primarily on the
successful operation of the Bank and its ability to pay cash dividends to the
Company. Any of the Bank's cash dividends in excess of the amount of the Bank's
current year-to-date earnings of $1,659 are subject to the prior approval of the
South Carolina Commissioner of Banking. In addition, dividends paid by the Bank
to the Company would be prohibited if the effect thereof would cause the Bank's
capital to be reduced below applicable minimum regulatory requirements. Under
Federal Reserve Board regulations, the amounts of loans or advances from the
Bank to the Company are also restricted. The terms of the Company's preferred
stock further limit its ability to pay or increase its dividends or repurchase
its common stock. Those terms also establish limits on executive compensation
and the Company's ability to engage in certain other transactions.
Management believes that the overall liquidity sources of both the
Company the Bank are adequate to meet their operating needs.
19
Short-Term Borrowings
Short-term borrowings consist primarily of Federal Home Loan Bank
advances with an original maturity of one year or less. The following table
presents information about short-term Federal Home Loan Bank advances for each
of the years indicated.
December 31,
------------
2008 2007 2006
---- ---- ----
(Dollars in thousands)
Outstanding at end of period ................................. $ - $ 5,000 $ -
Weighted average rate, end of period ......................... 0.00% 4.40% 0.00%
Maximum amount outstanding at any month end .................. $ - $5,000 $8,500
Average amount outstanding during the period ................. $ 17 $ 169 $6,905
Weighted average rate during the period ...................... 1.98% 5.92% 4.36%
|
Off-Balance Sheet Arrangements
The Company, through the operations of the Bank, makes contractual
commitments to extend credit in the ordinary course of its business activities.
These instruments represent unfunded commitments, not outstanding balances;
therefore, the risk associated with these financial instruments is referred to
as "off-balance sheet risk." The Bank's financial instruments with off-balance
sheet risk consist of 1) commitments to extend credit and 2) standby letters of
credit. Both involve elements of credit and interest rate risk that is not
reflected in the balance sheet. We use the same credit and collateral policies
in making these commitments as we do for on-balance sheet instruments.
Commitments to extend credit are legally enforceable agreements to lend
money to customers at predetermined interest rates for a specified period of
time. At December 31, 2008, the Bank had issued commitments to extend credit of
$66,748 through various types of lending. Commitments at variable rates of
interest totaled $32,650 and commitments at fixed rates totaled $34,098. The
commitments generally expire within one year. Past experience indicates that
many of these commitments will expire unused. However, as described in
"Liquidity," the Company believes that it has adequate sources of liquidity to
fund commitments that are drawn upon by the borrower.
In addition to commitments to extend credit, the Bank also issues
standby letters of credit which are assurances to a third party that they will
not suffer a loss if the Bank's customer fails to meet its contractual
obligation to the third party. If these standby letters of credit are utilized,
they become loans on the Bank's books. Standby letters of credit totaled $1,200
at December 31, 2008. Past experience indicates that many of these letters of
credit will expire unused. Management believes the Bank's liquidity sources are
sufficient to meet any funding requirements under these instruments.
Neither the Company nor the Bank are involved in other off-balance
sheet contractual relationships, unconsolidated related entities that have
off-balance sheet arrangements or transactions that could result in liquidity
needs or significantly affect earnings. Obligations under noncancelable
operating lease agreements totaled approximately $287 as of December 31, 2008.
These obligations are payable over several years as shown in Note 10 to the
Company's consolidated financial statements.
Capital Resources
Shareholders' equity increased by $1,889 during 2008. The increase in
shareholders' equity is the result of $1,348 in earnings generated by the
Company, an increase in accumulated other comprehensive income of $79, $624 in
proceeds from the exercise of stock options and $116 in capital generated by the
recognition of the expense of granting of stock options, offset by dividends
declared of $278.
The Company and the Bank are each subject to regulatory capital
adequacy standards. Under these standards, bank holding companies and banks are
required to maintain certain minimum ratios of capital to risk-weighted assets
and average total assets. Under the provisions of the Federal Deposit Insurance
Corporation Improvement Act of 1991, federal bank regulatory authorities are
required to implement prescribed "prompt corrective actions" upon the
deterioration of the capital position of a bank. If the capital position of an
affected institution fell below certain levels, increasingly stringent
regulatory corrective actions are mandated. Unrealized holding gains and losses
on available-for-sale securities are generally excluded for purposes of
calculating regulatory capital ratios. However, the extent of any unrealized
appreciation or depreciation on securities will continue to be a factor that
regulatory examiners consider in their overall assessment of capital adequacy.
20
It is management's intention to maintain the capital levels such that
the Bank will continue to be considered well capitalized. However, no assurance
can be given that this objective will be achieved. The Company anticipates that
it will maintain capital at levels that will allow the Company and the Bank to
qualify as being adequately capitalized as defined by the regulation, and as of
December 31, 2008, the Company and the Bank exceed the minimum capital levels
that are required to be maintained. There are no conditions or events that
management believes would cause the Company's or the Bank's category to be other
than that resulting from meeting the minimum ratio requirements.
Company and Bank capital levels at December 31, 2008 are presented in
the following table, compared with the "well capitalized" and minimum ratios
under the Federal Reserve and FDIC regulatory definitions and guidelines.
Minimum for Minimum to be
Actual Capital Adequacy Well Capitalized
------ ---------------- ----------------
Amount Ratio Amount Ratio Amount Ratio
------ ----- ------ ----- ------ -----
December 31, 2008 (Dollars in thousands)
Tier 1 Capital (to Average Assets)
Company .............................. $ 30,999 8.3% $ 14,942 4.0% NA NA
GrandSouth Bank ...................... 30,112 8.1% 14,930 4.0% $ 18,641 5.0%
Tier 1 Capital (to Risk Weighted Assets)
Company .............................. $ 30,999 10.0% $ 12,454 4.0% NA NA
GrandSouth Bank ...................... 30,112 9.7% 12,440 4.0% $ 18,660 6.0%
Total Capital (to Risk Weighted Assets)
Company .............................. $ 35,135 11.3% $ 24,908 8.0% NA NA
GrandSouth Bank ...................... 34,002 10.9% 24,880 8.0% $ 31,099 10.0%
December 31, 2007
Tier 1 Capital (to Average Assets)
Company .............................. $ 28,850 8.4% $ 13,750 4.0% NA NA
GrandSouth Bank ...................... 27,526 8.6% 12,869 4.0% $ 16,087 5.0%
Tier 1 Capital (to Risk Weighted Assets)
Company .............................. $ 28,850 10.1% $ 11,414 4.0% NA NA
GrandSouth Bank ...................... 27,526 9.6% 11,432 4.0% $ 17,148 6.0%
Total Capital (to Risk Weighted Assets)
Company .............................. $ 32,489 11.4% $ 22,828 8.0% NA NA
GrandSouth Bank ...................... 30,469 10.7% 22,864 8.0% $ 28,580 10.0%
|
On January 9, 2009, the Company sold 9,450 shares of preferred stock
for $9,000 to the U. S. Treasury under the Treasury's Capital Purchase Program.
This preferred stock constitutes Tier 1 capital for the purpose of calculating
the Company's regulatory capital ratios. The terms of the preferred stock
include, among other things, restrictions on the Company's ability to pay and
increase the amounts of cash dividends.
Inflation
Since the assets and liabilities of a bank are primarily monetary in
nature (payable in fixed, determinable amounts), the performance of a bank is
affected more by changes in interest rates than by inflation. Interest rates
generally increase as the rate of inflation increases, but the magnitude of the
change in rates may not be the same.
While the effect of inflation on banks is normally not as significant
as is its influence on those businesses having large investments in plant and
inventories, it does have an effect. During periods of high inflation, there are
normally corresponding increases in the money supply, and banks will normally
experience above-average growth in assets, loans and deposits. Also, general
increases in the prices of goods and services will result in increased operating
expenses.
21
Impact of Recent Accounting Changes
In December 2007, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standard ("SFAS") No. 141(R), "Business
Combinations" ("SFAS 141(R)") which replaces SFAS 141. SFAS 141(R) establishes
principles and requirements for how an acquirer in a business combination
recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed, and any controlling interest; recognizes and
measures goodwill acquired in the business combination or any gain from a
bargain purchase; and determines what information to disclose to enable users of
the financial statements to evaluate the nature and effects of the business
combination. SFAS 141(R) is effective for acquisitions by the Company taking
place on or after January, 1, 2009. Early adoption is prohibited. Accordingly, a
calendar year-end entity is required to record and disclose business
combinations following the new accounting guidance beginning January 1, 2009.
The Company will assess the effect of SFAS 141(R) if and when a future
acquisition occurs.
In December 2007, the FASB issued SFAS No. 160, "Noncontrolling
Interests in Consolidated Financial Statements - an amendment of ARB No. 51"
("SFAS 160"). SFAS 160 establishes new accounting and reporting standards for
the noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. Before this statement, limited guidance existed for reporting
noncontrolling interests (formerly known as "minority interests"). As a result,
diversity in practice exists. In some cases, minority interests are reported as
a liability and in other cases it is reported in the mezzanine section between
liabilities and equity. Specifically, SFAS 160 requires the recognition of a
noncontrolling interest as equity in the consolidated financial statements and
separate from the parent company's equity. The amount of net income attributable
to the noncontrolling interest will be included in consolidated net income in
the consolidated income statement. SFAS 160 clarifies that changes in a parent's
ownership interest in a subsidiary that do not result in deconsolidation are
equity transaction if the parent retains its controlling financial interest. In
addition, this statement requires that parent recognize gain or loss in net
income when a subsidiary is deconsolidated. Such gain or loss will be measured
using the fair value of the noncontrolling equity investment on the
deconsolidation date. SFAS 160 also includes expanded disclosure requirements
regarding the interest of the parent and its noncontrolling interests. SFAS 160
was effective for the Company on January 1, 2009 and had no effect on the
Company's financial position, results of operations or cash flows.
In February 2008, the FASB issued FASB Staff Position No. 142-3,
"Determination of the Useful Life of Intangible Assets" ("FSP 142-3"). This
Staff Position amends the factors that should be considered in developing
renewal or extension assumptions used to determine the useful life of a
recognized intangible asset under SFAS No. 142, "Goodwill and Other Intangible
Assets" ("SFAS 142"). The intent of this Staff Position is to improve the
consistency between the useful life of a recognized intangible asset under SFAS
142 and the period of expected cash flows used to measure the fair value of the
asset under SFAS 141(R) and other U.S. generally accepted accounting principles.
This Staff Position was effective for the Company on January 1, 2009 and had no
material impact on the Company's financial position, results of operations or
cash flows.
In March 2008, the FASB issued SFAS No. 161, "Disclosures about
Derivative Instruments and Hedging Activities" ("SFAS 161"). SFAS 161 requires
enhanced disclosure about an entity's derivative and hedging activities, thereby
improving the transparency of financial reporting. It requires that the
objectives for using derivative instruments be disclosed in terms of underlying
risk and accounting designation thereby conveying the purpose of derivative use
in terms of the risks that the entity is intending to manage. SFAS was effective
for the Company on January 1, 2009 and will result in additional disclosure if
the Company enters into any material derivative or hedging activities.
In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally
Accepted Accounting Principles" ("SFAS 162"). SFAS 162 identifies the sources of
accounting principles and the framework for selecting the principles used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles ("GAAP")
is the United States (the GAAP hierarchy). SFAS 162 was effective November 15,
2008. The FASB has stated that it does not expect that SFAS 162 will result in a
change in current practice. The application of SFAS 162 had no effect on the
Company's financial position, results of operations or cash flows.
In May 2008, the FASB issued FASB Staff Position No. APB 14-1,
"Accounting for Convertible Debt Instruments That May Be Settled in Cash upon
Conversion (Including Partial Cash Settlement)" ("FSP APB 14-1"). This Staff
Position specifies that issuers of convertible debt instruments that may be
settled in cash upon conversion should separately account for the liability and
equity components in a manner that will reflect the entity's nonconvertible debt
borrowing rate when interest cost is recognized in subsequent period. FSP APB
14-1 provides guidance for initial and subsequent measurement as well as
derecognition provisions. The Staff Position was effective as of January 1, 2009
and had no material effect on the Company's financial position, results of
operations or cash flows.
In June 2008, the FASB issued FASB Staff Position No. EITF 03-6-1,
"Determining Whether Instruments Granted in Share-Based Payment Transactions are
22
Participating Securities" ("FSP EITF 03-6-1"). This Staff Position provides that
unvested share-based payment awards that contain nonforfeitable rights to
dividends or dividend equivalents are participating securities and must be
included in the earnings per share computation. FSP EITF 03-6-1 was effective
January 1, 2009 and had no effect on the Company's financial position, results
of operations, earnings per share or cash flows.
FASB Staff Position SFAS 133-1 and FIN 45-4 "Disclosures about Credit
Derivatives and Certain Guarantees: An Amendment of FASB Statement No. 133 and
FASB Interpretation No. 45; and Clarification of the Effective Date of FASB
Statement No. 161" ("FSP SFAS 133-1 and FIN 45-4") was issued in September 2008
effective for reporting periods (annual or interim) ending after November 15,
2008. FSP SFAS 133-1 and FIN 45-4 amends SFAS 133 to require the seller of
credit derivatives to disclose the nature of the credit derivative, the maximum
potential amount of future payments, the fair value of the derivative, and the
nature of any recourse provisions. Disclosures must be made for entire hybrid
instruments that have embedded credit derivatives.
FSP SFAS 133-1 and FIN 45-4 also amends FASB Interpretation No. 45
("FIN 45") to require disclosure of the current status of the
payment/performance risk of the credit derivative guarantee. If an entity
utilizes internal groupings as a basis for the risk, disclosure must also be
made of how the groupings are determined and how the risks are managed.
The Staff Position encourages that the amendments be provided in
periods earlier than the effective date to facilitate comparisons at initial
adoption. After initial adoption, comparative disclosures are required only for
subsequent periods.
FSP SFAS 133-1 and FIN 45-4 clarifies the effective date of SFAS 161
such that required disclosures should be provided for any reporting period
(annual or interim) beginning after November 15, 2008. The adoption of this
Staff Position had no material effect on the Company's financial position,
results of operations or cash flows.
The Securities and Exchange Commission's Office of the Chief Accountant
and the staff of the FASB issued press release 2008-234 on September 30, 2008
("Press Release") to provide clarification about fair value accounting. The
Press Release includes guidance on the use of management's internal assumptions
and the use of "market" quotes. It also reiterates the factors in SEC Staff
Accounting Bulletin Topic 5M which should be considered when determining
other-than-temporary impairment: the length of time and extent to which the
market value has been less than cost; financial condition and near-term
prospects of the issuer; and the intent and ability of the holder to retain its
investment for a period of time sufficient to allow for any anticipated recovery
in market value.
On October 10, 2008, the FASB issued FSP SFAS 157-3 "Determining the
Fair Value of a Financial Asset When the Market for That Asset Is Not Active"
("FSP SFAS 157-3"). This FSP clarifies the application of SFAS No. 157 "Fair
Value Measurements" ) (see Note N) in a market that is not active and provides
an example to illustrate key considerations in determining the fair value of a
financial asset when the market for that asset is not active. The FSP was
effective upon issuance, including prior periods for which financial statements
had not yet been issued.
The Company considered guidance in the Press Release and in FSP SFAS
157-3 when conducting its review for other-than temporary impairment as of
December 31, 2008 as discussed in Note 3.
FSP SFAS 140-4 and FIN 46(R)-8 "Disclosures by Public Entities
(Enterprises) about Transfers of Financial Assets and Interest in Variable
Interest Entities" was issued in December 2008 to require public companies to
disclose additional information about transfers of financial assets and any
involvement with variable interest entities. The FSP also requires certain
disclosures for public entities that are sponsors and servicers of qualifying
special purpose entities. The FSP is effective for the first reporting period
ending after December 15, 2008. Application of this FSP had no impact on the
financial position of the Company.
23
Management's Report on Internal Control Over Financial Reporting
Management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting as defined in Rule 13a-15(f)
of the Securities Exchange Act of 1934 as amended (the "Exchange Act"). The
Company's internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with accounting principles generally accepted in the United States of America.
The Company's internal control over financial reporting includes those policies
and procedures that (1) pertain to the maintenance of records, that in
reasonable detail, accurately and fairly reflect the transactions and
dispositions of the Company's assets; (2) provide reasonable assurance that
transactions are recorded as necessary to permit the preparation of financial
statements in accordance with generally accepted accounting principles and that
receipts and expenditures of the Company are made only in accordance with the
authorizations of the Company's management and directors; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Company's assets that could have a
material impact on the financial statements.
Under the supervision and with the participation of management, including the
Chief Executive Officer and the Chief Financial Officer, the Company conducted
an evaluation of the effectiveness of internal control over financial reporting
as of December 31, 2008 based on the criteria established in a report entitled
"Internal Control - Integrated Framework" promulgated by the Committee of
Sponsoring Organizations of the Treadway Commission and the interpretive
guidance issued by the Securities and Exchange Commission in Release No.
34-55929. Based on this evaluation, management concluded that the Company's
internal control over financial reporting was effective as of December 31, 2008.
This annual report does not include an attestation report of the Company's
independent registered public accounting firm regarding internal control over
financial reporting because management's report was not subject to attestation
by the Company's registered public accounting firm pursuant to temporary rules
of the Securities and Exchange Commission that permit the Company to provide
only management's report in this annual report.
24
Report of Independent Registered Public Accounting Firm
The Shareholders and Board of Directors
of GrandSouth Bancorporation
We have audited the accompanying consolidated balance sheets of
GrandSouth Bancorporation and Subsidiary as of December 31, 2008 and 2007, and
the related consolidated statements of income, changes in shareholders' equity
and comprehensive income, and cash flows for each of the three years in the
period ended December 31, 2008. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of GrandSouth
Bancorporation and Subsidiary as of December 31, 2008 and 2007, and the results
of their operations and their cash flows for each of the three years in the
period ended December 31, 2008, in conformity with U. S. generally accepted
accounting principles.
We were not engaged to examine management's assertion about the
effectiveness of GrandSouth Bancorporation and Subsidiary's internal control
over financial reporting as of December 31, 2008 included in the accompanying
Management's Report on Internal Control Over Financial Reporting and,
accordingly, we do not express an opinion thereon.
/s/ Elliott Davis, LLC
Elliott Davis, LLC
Greenville, South Carolina
March 30, 2009
|
25
GRANDSOUTH BANCORPORATION
Consolidated Balance Sheets
December 31,
------------
2008 2007
----- ----
(Dollars in thousands)
Assets
Cash and due from banks ................................................................ $ 2,329 $ 4,287
Interest bearing transaction accounts with other banks ................................. 8,453 298
Federal funds sold ..................................................................... 429 4,420
-------- --------
Cash and cash equivalents .......................................................... 11,211 9,005
Certificates of deposit with other banks ............................................... 2,000 -
Securities available-for-sale .......................................................... 47,378 59,567
Other investments, at cost ............................................................. 1,926 765
Loans, net of allowance for loan losses of $4,110 for 2008 and
$2,943 for 2007 .................................................................... 297,523 259,786
Premises and equipment, net ............................................................ 4,744 4,896
Bank owned life insurance .............................................................. 4,944 4,753
Assets acquired in settlement of loans ................................................. 674 1,752
Interest receivable .................................................................... 2,077 2,313
Deferred income taxes .................................................................. 1,033 544
Goodwill ............................................................................... 737 737
Other assets ........................................................................... 770 1,006
-------- --------
Total assets ................................................................... $375,017 $345,124
======== ========
Liabilities
Deposits
Noninterest bearing ................................................................ $ 15,331 $ 15,037
Interest bearing ................................................................... 295,554 290,602
-------- --------
Total deposits ................................................................. 310,885 305,639
Short-term borrowings .................................................................. - 5,000
Long-term Federal Home Loan Bank advances .............................................. 29,000 -
Junior subordinated debentures ......................................................... 8,247 8,247
Interest payable ....................................................................... 639 754
Other liabilities ...................................................................... 1,890 3,017
-------- --------
Total liabilities .............................................................. 350,661 322,657
-------- --------
Commitments and Contingencies - Notes 10 and 13
Shareholders' equity
Preferred stock - no par value; 20,000,000 shares authorized;
none issued and outstanding ........................................................ - -
Common stock - no par value; 20,000,000 shares authorized;
issued and outstanding - 3,573,695 at December 31, 2008 and
3,381,488 at December 31, 2007 ..................................................... 19,940 19,200
Retained earnings ...................................................................... 4,153 3,083
Accumulated other comprehensive income ................................................. 263 184
-------- --------
Total shareholders' equity ..................................................... 24,356 22,467
-------- --------
Total liabilities and shareholders' equity ..................................... $375,017 $345,124
======== ========
|
The accompanying notes are an integral part of these consolidated financial
statements.
26
GRANDSOUTH BANCORPORATION
Consolidated Statements of Income
Years ended December 31,
------------------------
2008 2007 2006
----- ----- ----
(Dollars in thousands, except per share)
Interest income
Interest and fees on loans ................................................. $ 21,627 $ 23,826 $ 21,338
Investment securities
Taxable .................................................................. 2,177 2,052 1,510
Nontaxable ............................................................... 571 351 66
Dividends .................................................................. 51 32 46
Other, principally federal funds sold ...................................... 217 583 651
-------- -------- --------
Total interest income .................................................. 24,643 26,844 23,611
-------- -------- --------
Interest expense
Deposits ................................................................... 11,127 13,311 10,045
Short-term borrowings ...................................................... - 10 106
Federal Home Loan Bank advances ........................................... 796 - -
Junior subordinated debt ................................................... 432 599 690
-------- -------- --------
Total interest expense ................................................. 12,355 13,920 10,841
-------- -------- --------
Net interest income .............................................................. 12,288 12,924 12,770
Provision for loan losses ........................................................ 2,880 1,045 1,110
-------- -------- --------
Net interest income after provision for loan losses .............................. 9,408 11,879 11,660
-------- -------- --------
Noninterest income
Service charges on deposit accounts ........................................ 513 419 388
Gain (loss) on sale of investment securities ............................... 16 (24) -
Gain (loss) on sale of assets acquired in settlement of loans .............. (77) 6 119
Net gain on sale of premises and equipment ................................. 40 - 14
Increase in value of life insurance assets ................................. 191 177 168
Other ...................................................................... 71 84 70
-------- -------- --------
Total noninterest income ............................................... 754 662 759
-------- -------- --------
Noninterest expenses
Salaries and employee benefits ............................................. 5,094 4,956 4,628
Premises and equipment ..................................................... 671 827 796
Data processing ............................................................ 507 494 408
Insurance .................................................................. 405 492 411
Printing, postage and supplies ............................................. 192 229 222
Professional fees .......................................................... 467 573 347
Miscellaneous loan expense ................................................. 154 193 153
Other operating ............................................................ 592 398 433
-------- -------- --------
Total noninterest expenses ............................................. 8,082 8,162 7,398
-------- -------- --------
Income before income taxes ....................................................... 2,080 4,379 5,021
Income tax expense ............................................................... 732 1,580 1,761
-------- -------- --------
Net income ....................................................................... $ 1,348 $ 2,799 $ 3,260
======== ======== ========
Per share*
Net income, basic .......................................................... $ 0.39 $ 0.83 $ 0.97
Net income, assuming dilution .............................................. 0.39 0.77 0.89
|
* Per share amounts have been retroactively adjusted to reflect a 10% stock
dividend declared July 19, 2006.
The accompanying notes are an integral part of these consolidated financial
statements.
27
GRANDSOUTH BANCORPORATION
Consolidated Statements of Changes in Shareholders' Equity and Comprehensive
Income
Common Stock
------------ Accumulated
Number of Retained Other Comprehensive
Shares Amount Earnings Income (Loss) Total
------ ------ -------- ------------- -----
(Dollars in thousands, except per share)
Balance, December 31, 2005 ........................... 3,065,726 $ 14,340 $ 2,149 $ (361) $ 16,128
---------
Comprehensive income:
Net income ....................................... - - 3,260 - 3,260
---------
Unrealized holding gains and losses
on available-for-sale securities
arising during the period, net of
income taxes of $141 ............................. - - - 223 223
---------
Total other comprehensive income ................. - - - - 223
---------
Total comprehensive income ....................... - - - - 3,483
---------
Share-based compensation ............................. - 110 - - 110
Exercise of stock options ............................ 1,954 12 - - 12
Issuance of 10% stock dividend, including
cash payment for fractional shares ............... 306,166 4,592 (4,597) - (5)
Cash dividends declared, $.08 per share .............. - - (258) - (258)
--------- --------- --------- --------- ---------
Balance, December 31, 2006 ........................... 3,373,846 19,054 554 (138) 19,470
Comprehensive income:
Net income ....................................... - - 2,799 - 2,799
---------
Unrealized holding gains and losses
on available-for-sale securities
arising during the period, net of
income taxes of $157 ............................. - - - 306 306
Add: Reclassification adjustment for
securities losses included in net income,
net of income taxes of $8 ........................ - - - 16 16
---------
Total other comprehensive income ................. - - - - 322
---------
Total comprehensive income ....................... - - - - 3,121
---------
Share-based compensation ............................. - 121 - - 121
Exercise of stock options ............................ 7,642 25 - - 25
Cash dividends declared, $.08 per share .............. - - (270) - (270)
--------- --------- --------- --------- ---------
Balance, December 31, 2007 ........................... 3,381,488 19,200 3,083 184 22,467
Comprehensive income:
Net income ....................................... - - 1,348 - 1,348
---------
Unrealized holding gains and losses
on available-for-sale securities
arising during the period, net of
income taxes of $46 .............................. - - - 89 89
Less: Reclassification adjustment for
securities gains included in net income,
net of income taxes of $6 ........................ - - - (10) (10)
---------
Total other comprehensive income ................. - - - - 79
---------
Total comprehensive income ....................... - - - - 1,427
---------
Share-based compensation ............................. - 116 - - 116
Exercise of stock options ............................ 192,207 624 - - 624
Cash dividends declared, $.08 per share .............. - - (278) - (278)
--------- --------- --------- --------- ---------
Balance, December 31, 2008 ........................... 3,573,695 $ 19,940 $ 4,153 $ 263 $ 24,356
========= ========= ========= ========= =========
|
The accompanying notes are an integral part of these consolidated financial
statements.
28
GRANDSOUTH BANCORPORATION
Consolidated Statements of Cash Flows
Years Ended December 31,
------------------------
2008 2007 2006
---- ---- ----
(Dollars in thousands)
Operating activities
Net income ...................................................................... $ 1,348 $ 2,799 $ 3,260
Adjustments to reconcile net income to net
cash provided by operating activities
Provision for loan losses ............................................... 2,880 1,045 1,110
Writedowns of assets acquired in settlement of loans .................... - - 15
Depreciation ............................................................ 327 380 388
Deferred income tax expense (benefit) ................................... (449) (282) 273
Net securities (accretion) and premium amortization ..................... (21) 2 (6)
(Gain) loss on sale of available-for-sale securities .................... (16) 24 -
Gain on sale or other disposition of premises and equipment ............. (40) - (14)
Loss (gain) on sale of assets acquired in settlement of loans ........... 77 (6) (119)
Increase in cash surrender value of bank owned life insurance ........... (191) (177) (168)
Decrease (increase) in interest receivable .............................. 236 (543) (325)
(Decrease) increase in interest payable ................................. (115) 69 170
Decrease (increase) in prepaid expenses and other assets ................ 158 231 (693)
(Decrease) increase in accrued expenses and other liabilities ........... (1,131) 32 1,733
Share-based compensation expense ........................................ 116 121 110
-------- -------- --------
Net cash provided by operating activities ........................... 3,179 3,695 5,734
-------- -------- --------
Investing activities
Purchases of available-for-sale securities ...................................... (3,199) (37,310) (21,338)
Maturities and calls of available-for-sale securities ........................... 9,000 14,015 5,000
Paydowns of available-for-sale mortgage-backed securities ....................... 5,530 3,386 3,222
Proceeds from sale of available-for-sale securities ............................. 1,014 2,449 -
Purchases of other investments .................................................. (1,161) (261) -
Proceeds of redemptions of other investments .................................... - - 294
Purchases of certificates of deposit with other banks ........................... (2,000) - -
Investment in capital trust ..................................................... - - (247)
Net increase in loans made to customers ......................................... (42,252) (38,580) (28,300)
Purchases of premises and equipment ............................................. (193) (156) (1,151)
Proceeds from sale of premises and equipment .................................... 58 - 37
Investments in assets acquired in settlement of loans ........................... (4) - -
Proceeds from sale of assets acquired in settlement of loans .................... 2,640 490 749
-------- -------- --------
Net cash used by investing activities ............................... (30,567) (55,967) (41,734)
-------- -------- --------
Financing activities
Net increase in deposits ........................................................ 5,246 36,716 47,262
Net (decrease) increase in short-term borrowings ................................ (5,000) 5,000 -
Proceeds from Federal Home Loan Bank advances ................................... 29,000 - -
Repayment of Federal Home Loan Bank advances .................................... - - (8,500)
Proceeds from issuance of junior subordinated debentures ........................ - - 8,247
Proceeds from other borrowings .................................................. - - 100
Repayment of other borrowings ................................................... - - (4,000)
Cash dividends paid ............................................................. (276) (268) (252)
Payment of cash in lieu of fractional shares .................................... - - (5)
Exercise of stock options ....................................................... 624 25 12
-------- -------- --------
Net cash provided by financing activities ........................... 29,594 41,473 42,864
-------- -------- --------
Increase (decrease) in cash and cash equivalents ...................................... 2,206 (10,799) 6,864
Cash and cash equivalents, beginning .................................................. 9,005 19,804 12,940
-------- -------- --------
Cash and cash equivalents, ending ..................................................... $ 11,211 $ 9,005 $ 19,804
======== ======== ========
|
The accompanying notes are an integral part of these consolidated financial
statements.
29
GRANDSOUTH BANCORPORATION
Consolidated Statements of Cash Flows - continued
Years Ended December 31,
------------------------
2008 2007 2006
---- ---- ----
(Dollars in thousands)
Supplemental Disclosure of Cash Flow Information
Cash paid during the period for:
Interest .......................................................................... $12,470 $13,851 $10,671
Income taxes ...................................................................... 1,724 1,502 1,548
Noncash investing and financing activities:
Transfer of loans to assets acquired in settlement of loans ....................... 1,635 2,087 164
Dividends declared but unpaid ..................................................... 71 69 67
Other comprehensive income (loss), before income tax .............................. 119 487 364
Stock dividend .................................................................... - - 4,592
|
The accompanying notes are an integral part of these consolidated financial
statements.
Notes to Consolidated Financial Statements
GrandSouth Bancorporation
(Dollars in thousands, except per share data)
NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
GrandSouth Bancorporation (the "Company") is a South Carolina company organized
in 2000 for the purpose of being a holding company for GrandSouth Bank (the
"Bank"). On October 2, 2000, pursuant to a Plan of Exchange approved by the
shareholders, all of the outstanding shares of $2.50 par value common stock of
the Bank were exchanged for shares of no par value common stock of the Company.
The Company presently engages in no business other than that of owning the Bank,
has no employees, and operates as one business segment. The Company is regulated
by the Federal Reserve Board. The consolidated financial statements include the
accounts of the Company and the Bank. All significant intercompany transactions
and accounts have been eliminated in consolidation. The GrandSouth Capital Trust
1 (see Note 9) is an unconsolidated subsidiary.
The Bank was incorporated in 1998 and operates as a South Carolina chartered
bank providing full banking services to its customers. The Bank is subject to
regulation by the South Carolina State Board of Financial Institutions and the
Federal Deposit Insurance Corporation.
Basis of presentation - The accounting and reporting policies conform to
accounting principles generally accepted in the United States of America and to
general practices within the banking industry. The Company uses the accrual
basis of accounting. In certain instances, amounts reported in prior years'
consolidated financial statements have been reclassified to conform to the
current presentation. Such reclassifications had no effect on previously
reported shareholders' equity or net income.
Estimates - The preparation of consolidated financial statements in conformity
with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities as of the date of the consolidated financial statements and the
reported amounts of income and expenses during the reporting periods. Actual
results could differ from those estimates.
Concentrations of credit risk - The Company makes loans to individuals and small
businesses for various personal and commercial purposes primarily in the upstate
region of South Carolina. The Company's loan portfolio is not concentrated in
loans to any single borrower or in a relatively small number of borrowers.
Additionally, management is not aware of any concentrations of loans to classes
of borrowers or industries that would be similarly affected by economic
conditions.
30
In addition to monitoring potential concentrations of loans to particular
borrowers or groups of borrowers, industries and geographic regions, management
monitors exposure to credit risks that could arise from potential concentrations
of lending products and practices such as loans that subject borrowers to
substantial payment increases (e.g., principal deferral periods, loans with
initial interest-only periods, etc.), and loans with high loan-to-value ratios.
Additionally, there are industry practices that could subject the Company to
increased credit risk should economic conditions change over the course of a
loan's life. For example, the Company makes variable rate loans and fixed rate
principal-amortizing loans with maturities prior to the loan being fully paid
(i.e., balloon payment loans). These loans are underwritten and monitored to
manage the associated risks. Management has determined that there is no
concentration of credit risk associated with its lending policies or practices.
The Company's investment portfolio consists principally of obligations of the
United States of America, government-sponsored entities and general obligation
municipal securities. In the opinion of management, there is no concentration of
credit risk in its investment portfolio. The Company places its deposits and
correspondent accounts with and sells its federal funds to high quality
institutions. Management believes credit risk associated with correspondent
accounts is not significant.
Investment securities - The Bank accounts for investment securities in
accordance with Statement of Financial Accounting Standards ("SFAS) No. 115,
"Accounting for Certain Investments in Debt and Equity Securities." This
statement requires investments in equity and debt securities to be classified
into one of three categories:
1. Available-for-sale: These are securities that are not classified as
either held-to-maturity or as trading securities. These securities are
reported at fair value which is determined using quoted market prices.
Unrealized gains and losses are reported, net of income taxes, as
separate components of shareholders' equity (accumulated other
comprehensive income (loss)). Gains or losses on dispositions of
securities are based on the difference between the net proceeds and
the adjusted carrying amounts of the securities sold using the
specific identification method. Premiums and discounts are amortized
into interest income by a method that approximates a level yield.
2. Held-to-maturity: These are securities that the Company has the
ability and intent to hold until maturity. These securities are stated
at cost, adjusted for the amortization of premiums and the accretion
of discounts. Premiums and discounts are included in interest income
using a method that approximates a level yield. The Company has no
held-to-maturity securities.
3. Trading: These are securities that are bought and held principally for
the purpose of selling in the near future. Trading securities are
reported at fair value, and related unrealized gains and losses are
recognized in the income statement. The Company has no trading
securities.
Other investments - Other investments consist of Federal Home Loan Bank stock, a
restricted security, and are carried at cost. Management periodically evaluates
this stock for impairment and makes any appropriate downward valuation
adjustments when necessary.
Loans and interest income on loans - Loans are stated at the principal balance
outstanding, increased or reduced by deferred net loan costs or fees. The
allowance for loan losses is deducted from total loans in the consolidated
balance sheets. Loan origination and commitment fees and certain direct loan
origination costs (principally salaries and employee benefits) are deferred and
amortized as an adjustment of the related loan's yield. Generally, these amounts
are amortized over the contractual life of the related loans or commitments.
Interest income is recognized on an accrual basis over the term of the loan
based on the principal amount outstanding.
Loans are generally placed on nonaccrual status when principal or interest
becomes ninety days past due, or when payment in full is not anticipated. When a
loan is placed on nonaccrual status, interest accrued but not received is
generally reversed against interest income. If collectibility is in doubt, cash
receipts on nonaccrual loans are not recorded as interest income, but are used
to reduce principal. Loans are not returned to accrual status until the borrower
demonstrates the ability to pay principal and interest.
Allowance for loan losses - The provision for loan losses charged to operating
expense reflects the amount deemed appropriate by management to establish an
adequate allowance to meet the present estimated loss characteristics of the
current loan portfolio. Management's estimate is based on periodic and regular
evaluation of individual loans, the overall risk characteristics of the various
portfolio segments, past experience with losses, and prevailing and anticipated
economic conditions. Loans that are determined to be uncollectible are charged
against the allowance. The provision for loan losses and recoveries on loans
previously charged off are added to the allowance.
31
The Company accounts for impaired loans in accordance with SFAS No. 114,
"Accounting by Creditors for Impairment of a Loan." This standard requires that
all lenders value loans at the loan's fair value if it is probable that the
lender will be unable to collect all amounts due in accordance with the terms of
the loan agreement. Fair value may be determined based upon the present value of
expected cash flows, market price of the loan, if available, or value of the
underlying collateral. Expected cash flows are required to be discounted at the
loan's effective interest rate.
Under SFAS No. 114, as amended by SFAS No. 118, when the ultimate collectibility
of an impaired loan's principal is in doubt, wholly or partially, all cash
receipts are applied to principal. Once the reported principal balance has been
reduced to zero, future cash receipts are applied to interest income to the
extent that any interest has been foregone. Further cash receipts are recoveries
of any amounts previously charged off.
A loan is also considered impaired if its terms are modified in a troubled debt
restructuring. For these accruing impaired loans, cash receipts are typically
applied to principal and interest receivable in accordance with the terms of the
restructured loan agreement. Interest income is recognized on these loans using
the accrual method of accounting.
Premises and equipment - Premises and equipment are stated at cost, less
accumulated depreciation. Depreciation is computed using the straight-line
method over the estimated useful lives of the related assets. Maintenance and
repairs are charged to operations while major improvements are capitalized. Upon
retirement, sale or other disposition of premises and equipment, the cost and
accumulated depreciation are eliminated from the accounts and any gain or loss
is included in income from operations.
Bank owned life insurance - The Company has entered into arrangements that
provide for deferred compensation for certain officers. Bank owned life
insurance policies provide an informal and indirect method for funding those
arrangements. The amounts recorded as bank owned life insurance in the
consolidated balance sheets represent the cash surrender value of the policies.
The deferred compensation liability is included in other liabilities at the
present value of the obligation.
Assets acquired in settlement of loans - Assets acquired in settlement of loans
include real estate acquired through foreclosure or deed taken in lieu of
foreclosure and repossessed assets. These assets are recorded at fair value,
less estimated costs to sell, at the date of foreclosure, establishing a new
cost basis. Loan losses arising from the acquisition of such property as of that
date are charged against the allowance for loan losses. Subsequent to
foreclosure, valuations are periodically performed by management and the assets
are carried at the lower of the new cost basis or fair value, less estimated
costs to sell. Revenues and expenses from operations and changes in any
subsequent valuation allowance are included in other noninterest income in the
Consolidated Statements of Income.
Goodwill - Goodwill is evaluated for impairment on at least an annual basis by
comparing the fair value of the operating unit(s) from which it arose to their
carrying value(s). If the carrying value of an operating unit exceeds its fair
value, the Company considers whether the implied fair value of the goodwill,
determined using a discounted cash flow analysis, exceeds the carrying value of
the goodwill. If the carrying value of the goodwill exceeds the implied fair
value of the goodwill, an impairment loss is recorded in an amount equal to that
excess. To date, the Company has not recorded any impairments of its goodwill.
Income taxes - The Company uses an asset and liability approach for financial
accounting and reporting of deferred income taxes. Deferred tax assets and
liabilities are determined based on the difference between the financial
statement and income tax bases of assets and liabilities as measured by the
currently enacted tax rates which are assumed will be in effect when these
differences reverse. If it is more likely than not that some portion or all of a
deferred tax asset will not be realized, a valuation allowance is recognized.
Deferred income tax expense or credit is the result of changes in deferred tax
assets and liabilities.
The Company adopted the provisions of Financial Accounting Standards Board
("FASB") Interpretation 48 ("FIN 48"), "Accounting for Uncertainty in Income
Taxes, an Interpretation of FASB Statement 109," during 2007. The adoption of
FIN 48 had no effect on the Company's consolidated financial statements.
The Company has analyzed its filing positions in all open tax years in each of
the federal and South Carolina income tax jurisdictions where it is required to
file income tax returns and believes that those positions will more likely than
not be sustained upon audit by the taxing authorities. The Company is no longer
subject to examination by these taxing authorities for years before 2005. The
Company anticipates that no audit adjustments by such authorities will result in
a material adverse impact on the Company's financial condition, results of
operations or cash flows. Therefore, no reserves for uncertain income tax
adjustments have been recorded pursuant to FIN 48.
32
Advertising and public relations expense - The Company generally expenses
advertising and promotion costs as they are incurred. External costs incurred in
producing media advertising are expensed the first time the advertising takes
place. External costs relating to direct mailings are expensed in the period in
which the direct mailings are sent.
Net income per share - Net income per share is computed on the basis of the
weighted average number of common shares outstanding in accordance with SFAS No.
128, "Earnings per Share." The treasury stock method is used to compute the
effect of stock options on the weighted average number of common shares
outstanding for diluted earnings per share. On July 19, 2006, the Company
declared a ten percent stock dividend.
Statement of cash flows - For purposes of reporting cash flows, cash and cash
equivalents are defined as those amounts included in the balance sheet caption
"Cash and cash equivalents." Cash and cash equivalents have an original maturity
of three months or less.
Retirement plan - The Company has a salary reduction profit sharing plan
pursuant to Section 401(k) of the Internal Revenue Code as more fully described
in Note 14. The Company does not sponsor any postretirement or postemployment
benefits, except with respect to certain supplemental benefits that were
provided to certain executive officers by the Board of Directors in 2001, as
more fully described in Note 14.
Fair values of financial instruments - SFAS No. 107, "Disclosures About Fair
Values of Financial Instruments," requires disclosures of fair value information
for financial instruments, whether or not recognized in the consolidated balance
sheets, when it is practicable to estimate the fair value. SFAS No. 107 defines
a financial instrument as cash, evidence of an ownership interest in an entity
or contractual obligations, which require the exchange of cash or other
financial instruments. Certain items are specifically excluded from the
disclosure requirements, including the Company's common stock and other
nonfinancial instruments such as property and equipment and other assets and
liabilities. See Note 17 for fair value disclosures.
Risks and uncertainties - In the normal course of business the Company
encounters two significant types of risks: economic and regulatory. There are
three main components of economic risk: interest rate risk, credit risk and
market risk. The Company is subject to interest rate risk to the degree that its
interest-bearing liabilities reprice or mature at different times, or on
different bases, than its interest-earning assets. Credit risk is the risk of
default on the Company's loan and investment securities portfolios that results
from a borrower's inability or unwillingness to make contractually required
payments. Market risk reflects changes in the value of collateral underlying
loans receivable and the valuation of real estate held by the Company.
The Company is subject to the regulations of various governmental agencies.
These regulations can and do change significantly from period to period. The
Company undergoes periodic examinations conducted by the regulatory agencies
which may subject it to further changes with respect to asset valuations,
amounts of required loan loss allowance, and operating restrictions resulting
from the regulators' judgments based on information to them at the time of their
examination.
Share-Based Compensation - The Company has a share-based employee compensation
plan, which is described more fully in Note 15. Effective January 1, 2006, the
Company adopted Statement of Financial Accounting Standards No. 123 (revised
2004) ("SFAS 123(R)")" Share-Based Payment." Prior to adoption of SFAS 123(R),
the Company accounted for this plan under the recognition and measurement
principles of Accounting Principles Board ("APB") Opinion No. 25, "Accounting
for Stock Issued to Employees," and related interpretations. Accordingly, prior
to adoption of SFAS 123(R), no share-based employee compensation cost was
reflected in net income, as all options granted under the plan had an exercise
price equal to the market value of the underlying common stock on the date of
grant.
Comprehensive Income - Comprehensive income consists of net income or loss for
the current period and other comprehensive income, defined as income, expenses,
gains and losses that bypass the consolidated statement of income and are
reported directly in a separate component of shareholders' equity. The Company
classifies and reports items of other comprehensive income according to their
nature, reports total comprehensive income or loss in the consolidated statement
of changes in shareholders' equity and displays the accumulated balance of other
comprehensive income or loss separately in the shareholders' equity section of
the consolidated balance sheet. See Note 16 for further discussion.
NOTE 2 - RESTRICTIONS ON CASH AND DUE FROM BANKS
The Bank is required by regulation to maintain average cash reserve balances,
computed by applying prescribed percentages to its various types of deposits,
33
either at the Bank or in an account maintained with the Federal Reserve Bank.
The average amounts of the cash reserve balances required at December 31, 2008
and 2007 were approximately $384 and $287, respectively.
NOTE 3 - INVESTMENT SECURITIES
The aggregate amortized cost and estimated fair values of securities, as well as
gross unrealized gains and losses of securities were as follows:
December 31,
------------
2008 2007
---- ----
Gross Gross Gross Gross
Unrealized Unrealized Estimated Unrealized Unrealized Estimated
Amortized Holding Holding Fair Amortized Holding Holding Fair
Cost Gains Losses Value Cost Gains Losses Value
---- ----- ------ ----- ---- ----- ------ -----
(Dollars in thousands)
Available-for-sale
Government-sponsored
enterprises (GSEs) ............... $11,251 $ 227 $ - $11,478 $19,250 $ 296 $ 2 $19,544
State, county and
municipal ........................ 13,645 84 336 13,393 13,406 32 149 13,289
Mortgage-backed
securities
issued by GSEs ................... 22,085 705 283 22,507 26,633 266 165 26,734
------- ------- ------- ------- ------- ------- ------- -------
Total ......................... $46,981 $ 1,016 $ 619 $47,378 $59,289 $ 594 $ 316 $59,567
======= ======= ======= ======= ======= ======= ======= =======
|
Securities issued by government-sponsored enterprises include debt instruments
issued by the Federal Home Loan Banks, Federal Home Loan Mortgage Company, and
the Federal National Mortgage Association. The amortized cost and estimated fair
value of securities by contractual maturity are shown below. Expected maturities
may differ from contractual maturities because borrowers may have the right to
call or prepay obligations with or without call or prepayment penalties.
December 31, 2008
-----------------
Available-for-sale
------------------
Amortized Estimated
Cost Fair Value
---- ----------
(Dollars in thousands)
Due within one year ............................ $ 562 $ 563
Due after one through five years ............... 10,576 10,753
Due after five through ten years ............... 6,796 6,936
Due after ten years ............................ 29,047 29,126
------- -------
$46,981 $47,378
======= =======
|
The estimated fair values and gross unrealized losses of all of the Company's
investment securities whose estimated fair values were less than amortized cost
as of December 31, 2008 and 2007 which had not been determined to be
other-than-temporarily impaired, are presented below. The securities have been
aggregated by investment category and the length of time that individual
securities have been in a continuous unrealized loss position.
34
December 31, 2008
-----------------
Continuously in Unrealized Loss Position for a Period of
--------------------------------------------------------
Less than 12 Months 12 Months or more Total
------------------- ----------------- -----
Estimated Unrealized Estimated Unrealized Estimated Unrealized
Fair Value Loss Fair Value Loss Fair Value Loss
---------- ---- ---------- ---- ---------- ----
(Dollars in thousands)
Available-for-sale
Government-sponsored
enterprises (GSEs) ..................... $ - $ - $ - $ - $ - $ -
State, county and
municipal securities ................... 8,757 336 - - 8,757 336
Mortgage-backed securities
issued by GSEs ......................... 578 283 - - 578 283
------ ------ --- --- ------ ------
Total ............... $9,335 $ 619 $ - $ - $9,335 $ 619
====== ====== === === ====== ======
|
December 31, 2007
-----------------
Continuously in Unrealized Loss Position for a Period of
--------------------------------------------------------
Less than 12 Months 12 Months or more Total
------------------- ----------------- -----
Estimated Unrealized Estimated Unrealized Estimated Unrealized
Fair Value Loss Fair Value Loss Fair Value Loss
---------- ---- ---------- ---- ---------- ----
(Dollars in thousands)
Available-for-sale
Government-sponsored
enterprises (GSEs) ..................... $ - $ - $ 998 $ 2 $ 998 $ 2
State, county and
municipal securities ................... 6,955 117 1,634 32 8,589 149
Mortgage-backed securities
issued by GSEs ......................... 3,021 29 8,579 136 11,600 165
------- ------- ------- ------- ------- -------
Total ............... $ 9,976 $ 146 $11,211 $ 170 $21,187 $ 316
======= ======= ======= ======= ======= =======
|
At December 31, 2008, 22 securities had been continuously in an unrealized loss
position for less than 12 months and no securities had been continuously in an
unrealized loss position for 12 months or more. The Company does not consider
these investments to be other-than-temporarily impaired because the unrealized
losses resulted primarily from higher interest rates, there have been no
downgrades below "investment grade" of the credit ratings of the issuers, and
there have been no delinquencies of scheduled principal or interest payments by
any of the issuers. The contractual terms of securities issued by
government-sponsored enterprises do not permit the issuer to settle the
securities at a price less than the face amount of the securities. Although the
Company classifies its investment securities as available-for-sale, management
has not determined that any specific securities will be disposed of prior to
maturity and believes that the Company has both the ability and the intent to
hold those investments until a recovery of fair value, including until maturity.
Also, there have been no significant adverse changes to a rating below
investment grade of the credit ratings of any of the security issuers that would
indicate that the Company will be unable to collect all principal and interest
amounts according to contractual terms. Substantially all of the issuers of
state, county and municipal securities held were rated at least "investment
grade" as of December 31, 2008 and 2007.
The Bank is a member of the Federal Home Loan Bank of Atlanta ("FHLB") and,
accordingly, is required to own restricted stock in that institution in amounts
that may vary from time to time. Because of the restrictions imposed, the stock
may not be sold to other parties, but is redeemable by the FHLB at the same
price as that at which it was acquired by the Bank. The Company evaluates this
security for impairment based on the probability of ultimate recoverability of
the recorded amount of the investment. No impairment has been recognized based
on this evaluation.
During 2008, the Company sold available-for-sale securities with amortized cost
of $998 for proceeds of $1,014, resulting in gross realized gains of $16. The
income tax provision charged to expense related to this gain was $6. During
2007, the Company sold available-for-sale securities with amortized costs
totaling $2,473 for proceeds of $2,449, resulting in gross realized losses of
$24. The income tax provision credited to expense applicable to the net realized
losses was $8. During 2006, the Company did not sell any available-for-sale
securities. There were no transfers of available-for-sale securities to other
categories in 2008, 2007 or 2006.
35
At December 31, 2008 and 2007, securities with a carrying value of $22,724 and
$2,199, respectively, were pledged as collateral to secure Federal Home Loan
Bank advances, public deposits and other purposes.
NOTE 4 - LOANS
Loans consisted of the following:
December 31,
------------
2008 2007
---- ----
(Dollars in thousands)
Commercial, financial and agricultural ......... $ 42,734 $ 44,640
Real estate- construction ...................... 75,537 84,458
Real estate - mortgage ......................... 178,387 128,633
Installment loans to individuals ............... 4,975 4,998
--------- ---------
Loans, gross ............................. 301,633 262,729
Allowance for possible loan losses ............. (4,110) (2,943)
--------- ---------
Loans - net .............................. $ 297,523 $ 259,786
========= =========
|
At December 31, 2008, approximately $60,726 of loans were pledged as collateral
to secure amounts borrowed from the Federal Home Loan Bank of Atlanta.
At December 31, 2008 and 2007, nonaccrual loans totaled $6,497 and $1,127,
respectively. The gross interest income that would have been recorded under the
original terms of the nonaccrual loans was $405, $164 and $318 in 2008, 2007 and
2006, respectively. The average amounts of impaired loans were $6,920, $1,255
and $2,171 for 2008, 2007 and 2006, respectively. Interest income recognized on
impaired loans was $33, $34 and $68 in 2008, 2007 and 2006, respectively. The
Bank had loans with payments past due ninety days or more and accruing interest
totaling $714 as of December 31, 2008 and no such loans as of December 31, 2007.
Variable rate and fixed rate loans totaled $154,628 and $147,006, respectively,
at December 31, 2008.
Following is a summary of the Company's impaired loans:
December 31,
------------
2008 2007
---- ----
(Dollars in thousands)
Impaired loans
No valuation allowance required ..................... $3,912 $ 184
Valuation allowance required ........................ 5,887 990
------ ------
Total impaired loans ............................ $9,799 $1,174
====== ======
Allowance for loan losses on impaired loans at year end .. $1,655 $ 391
====== ======
|
There were no irrevocable commitments to lend additional funds to debtors owing
amounts on impaired loans at December 31, 2008.
Transactions in the allowance for loan losses are summarized below:
36
Years Ended December 31,
------------------------
2008 2007 2006
----- ----- ----
(Dollars in thousands)
Balance at January 1 .......................................... $ 2,943 $ 2,423 $ 3,050
Provision charged to expense .................................. 2,880 1,045 1,110
Recoveries .................................................... 669 804 442
Charge-offs ................................................... (2,382) (1,329) (2,179)
------- ------- -------
Balance at December 31 ........................................ $ 4,110 $ 2,943 $ 2,423
======= ======= =======
|
NOTE 5 - PREMISES AND EQUIPMENT
Premises and equipment consisted of the following:
December 31,
------------
2008 2007
---- ----
(Dollars in thousands)
Land and land improvements ....................... $ 1,214 $ 1,214
Building and leasehold improvements .............. 3,774 3,743
Furniture and equipment .......................... 1,788 1,765
Vehicles ......................................... 305 298
------- -------
Total ....................................... 7,081 7,020
Accumulated depreciation ......................... (2,337) (2,124)
------- -------
Premises and equipment, net ................. $ 4,744 $ 4,896
======= =======
|
Depreciation expense for the years ended December 31, 2008, 2007 and 2006 was
$327, $380, and $388, respectively. Estimated useful lives and methods of
depreciation for the principal items follow:
Type of Asset Life in Years Depreciation Method
------------- ------------- -------------------
Software 3 Straight-line
Furniture and equipment 5 to 7 Straight-line
Buildings and improvements 5 to 40 Straight-line
Vehicles 3 Straight-line
|
37
NOTE 6 - DEPOSITS
A summary of deposits follows:
December 31,
------------
2008 2007
---- ----
(Dollars in thousands)
Noninterest bearing demand ........................... $ 15,331 $ 15,037
Interest bearing:
Demand accounts .................................. 9,124 5,312
Money market accounts ............................ 92,106 99,496
Savings .......................................... 608 607
-------- --------
117,169 120,452
Time certificates of deposit, less than $100 ......... 132,898 101,671
Time certificates of deposit, $100 and over .......... 60,818 83,516
-------- --------
193,716 185,187
Total deposits ................................ $310,885 $305,639
======== ========
|
Interest expense on time deposits greater than $100 was $3,706, $4,182, and
$3,294 in 2008, 2007 and 2006, respectively. Brokered deposits were $40,346 and
$16,857 as of December 31, 2008 and 2007, respectively. As of December 31, 2008
and 2007, $41 and $17, respectively, of overdrawn demand deposit balances were
reclassified as loans.
At December 31, 2008, the scheduled maturities of time deposits are as follows:
Year Amount
---- ------
(Dollars in thousands)
2009 $ 164,031
2010 19,082
2011 6,733
2012 2,417
2013 1,452
Thereafter 1
-
Total time deposits $ 193,716
=========
|
NOTE 7 - SHORT-TERM BORROWINGS
The following table presents information about short-term FHLB advances for each
of the years indicated.
Years Ended December 31,
------------------------
2008 2007 2006
---- ---- ----
(Dollars in thousands)
Outstanding at end of period ....................... $ - $5,000 $ -
Weighted average rate, end of period ............... 0.00% 4.40% 0.00%
Maximum amount outstanding at any month end ........ $ - $5,000 $8,500
Average amount outstanding during the period ....... $ 17 $ 169 $6,905
Weighted average rate during the period ............ 1.98% 5.92% 4.36%
|
As of December 31, 2008, the banking subsidiary had an unused short-term credit
accommodation available from an unrelated bank which allows the banking
subsidiary to purchase up to $4,400 of federal funds. This line of credit is
available generally on a one to fourteen day basis for general corporate
purposes of the Bank and imposes various other conditions. The lender reserves
the right to withdraw the line at its option.
38
NOTE 8 - LONG-TERM DEBT
The Company's long-term debt as of December 31, 2008 consisted of fixed rate
notes issued to the Federal Home Loan Bank of Atlanta as follows:
December 31,
------------
2008 2007
---- ----
(Dollars in thousands)
Interest rate 3.31%, maturing 1/16/09 ........................................... $ 5,000 $ -
Interest rate 3.342%, maturing 4/18/11 .......................................... 2,000 -
Interest rate 3.555%, maturing 5/2/11 ........................................... 2,000 -
Interest rate 4.09%, maturing 6/20/011 .......................................... 3,000 -
Interest rate 3.64%, maturing 4/17/12 ........................................... 2,000 -
Interest rate 3.79%, maturing 5/2/12 ............................................ 3,000 -
Interst rate 3.695%, maturing 5/16/12 ........................................... 3,000 -
Interest rate 3.42% maturing 3/26/13 ............................................ 5,000 -
Interest rate 3.845%, maturing 4/17/13 .......................................... 2,000 -
Interest rate 3.852%, maturing 5/16/13 .......................................... 2,000 -
-------- ---
Total ............................................................ $ 29,000 $ -
======== ===
|
At December 31, 2008, the Bank had unused credit availability of up to $43,078
under the FHLB's various credit programs, subject to pledging and other
requirements. The amount of eligible collateral instruments available as of
December 31, 2008 to secure any additional FHLB borrowings totaled approximately
$67,512.
NOTE 9 - CAPITAL TRUST AND JUNIOR SUBORDINATED DEBENTURES
On May 3, 2006, the Company sponsored the creation of a Delaware statutory
trust, GrandSouth Capital Trust I, (the "Trust") and is the sole owner of the
$247 of common securities issued by the Trust. On May 10, 2006, the Trust issued
$8,000 in floating rate capital securities. The proceeds of this issuance, and
the amount of the Company's investment in the common securities, were used to
acquire $8,247 principal amount of the Company's floating rate junior
subordinated debt securities due in 2036 ("Debentures"). These securities, and
the accrued interest thereon, now constitute the Trust's sole assets. The
interest rate associated with the debt securities, and the distribution rate on
the common securities of the Trust, is adjustable quarterly at 3 month LIBOR
plus 185 basis points (aggregating 3.275% at December 31, 2008). The Company may
defer interest payments on the Debentures for up to 20 consecutive quarters, but
not beyond the stated maturity of the Debentures. In the event that such
interest payments are deferred by the Company, the Trust may defer distributions
on the capital and common securities. In such an event, the Company would be
restricted in its ability to pay dividends on its common stock and perform under
obligations that are not senior to the Debentures.
The Debentures are redeemable at par at the option of the Company, in whole or
in part, on any interest payment date on or after June 23, 2011. Prior to that
date, the Debentures are redeemable at par plus a premium of up to 4.40% of par
upon the occurrence of certain events that would have a negative tax effect on
the Trust or that would cause it to be required to be registered as an
investment company under the Investment Company Act of 1940 or that would cause
trust preferred securities not to be eligible to be treated as Tier 1 capital by
the Federal Reserve. Upon repayment or redemption of the Debentures, the Trust
will use the proceeds of the transaction to redeem an equivalent amount of
capital securities and common securities. The Trust's obligations under the
capital securities are unconditionally guaranteed by the Company. In accordance
with FASB Interpretation No. 46(R), the Trust is not consolidated in the
Company's financial statements.
39
Junior subordinated debentures consisted of:
December 31,
------------
2008 2007
---- ----
(Dollars in thousands)
Junior Subordinated Debt due to Unconsolidated Trust (1),
dated May 10, 2006 maturing May 10, 2036,
with variable interest rate based on 3-month LIBOR ..................................... $8,247 $8,247
------ ------
Total ..................................................................... $8,247 $8,247
====== ======
|
(1) Securities qualify as Tier 1 capital under the regulatory risk-based capital
guidelines, subject to certain limitations.
NOTE 10 - COMMITMENTS AND CONTINGENCIES
The Company is party to litigation and claims arising in the normal course of
business. Management, after consultation with legal counsel, believes that the
liabilities, if any, arising from such litigation and claims will not be
material to the Company's financial position or results of operations.
The Company has a ground lease on its main office location, which expires in
2021. The monthly lease payment is $1 for years one through eleven and increases
incrementally to $2 per month by year sixteen. The Company also leases land upon
which it constructed a branch office under a non-cancelable operating lease
which expires in March, 2018. The lease requires monthly lease payments of $0.8
and contains four renewal options of five years each which contain provisions
for adjustments to the monthly lease payments. The lease agreement requires the
Company to pay all property taxes.
The future minimum lease payments due under the current operating leases are as
follows:
Year Amount
---- ------
(Dollars in thousands)
2009 $ 23
2010 23
2011 23
2012 23
2013 23
Thereafter 172
-----
Total $ 287
=====
|
NOTE 11 - INCOME TAXES
The following summary of the provision for income taxes includes tax deferrals,
which arise from temporary differences in the recognition of certain items of
revenues and expense for tax and financial reporting purposes:
40
Years Ended December 31,
------------------------
2008 2007 2006
---- ---- ----
(Dollars in thousands)
Current
Federal .............................. $ 1,106 $ 1,717 $ 1,323
State ................................ 75 145 165
------- ------- -------
Total current ................. 1,181 1,862 1,488
Deferred
Federal provision (benefit) .......... (449) (282) 273
------- ------- -------
Total income tax expense ...... $ 732 $ 1,580 $ 1,761
======= ======= =======
|
The income tax effects of cumulative temporary differences at December 31 are as
follows:
December 31,
------------
2008 2007
---- ----
(Dollars in thousands)
Deferred tax assets
Allowance for loan losses ...................... $ 957 $ 628
Nonaccrual loan interest ....................... 138 32
State net operating loss carryforward .......... 137 113
Deferred compensation .......................... 127 109
Other .......................................... 194 147
------- -------
Gross deferred tax assets ............... 1,553 1,029
Valuation allowance ............................ (137) (113)
------- -------
Total ................................... 1,416 916
------- -------
Deferred tax liabilities
Unrealized net holding gains on
available-for-sale securities ................ 134 94
Accelerated depreciation ....................... 190 171
Other .......................................... 139 107
------- -------
Gross deferred tax liabilities .......... 463 372
------- -------
Net deferred income tax assets ..................... $ 953 $ 544
======= =======
|
The valuation allowance is related to the Company's stand-alone state net
operating loss carryforwards. The portion of the change in net deferred tax
assets or liabilities which is related to unrealized holding gains and losses on
available-for-sale securities is charged or credited directly to other
comprehensive income or loss. The balance of the change in net deferred tax
assets is charged or credited to income tax expense. In 2008, 2007 and 2006, $40
was charged, $165 was charged and $141 was charged, respectively, to other
comprehensive income or loss. In 2008, 2007 and 2006, $449 was credited, $282
was credited and $273 was charged, respectively, to income tax expense.
The provision for income taxes is reconciled to the amount of income tax
computed at the federal statutory rate of 34% on income before income taxes as
follows:
41
Years Ended December 31,
------------------------
2008 2007 2006
---- ---- ----
(Dollars in thousands)
Tax expense at statutory rate ........... $ 707 $ 1,489 $ 1,707
State income tax, net of federal
income tax benefit .................. 49 96 107
Tax-exempt interest income .............. (194) (119) (22)
Bank-owned life insurance increase ...... (65) (60) (57)
Other, net .............................. 235 174 26
------- ------- -------
Total ........................ $ 732 $ 1,580 $ 1,761
======= ======= =======
|
NOTE 12 - RELATED PARTY TRANSACTIONS
Certain directors, executive officers and companies with which they are
affiliated are customers of and have banking transactions, including loans and
commitments to lend, with the Bank in the ordinary course of business. Such
transactions are made on substantially the same terms, including interest rates
and collateral, as those prevailing at the time for comparable arms-length
transactions. A summary of loan and commitment transactions with directors and
executive officers, including their affiliates, follows:
Years ended
December 31,
------------
2008 2007
---- ----
(Dollars in thousands)
Balance, beginning of year ................... $ 2,427 $ 2,946
New loans .................................... 1,937 611
Less - loan payments ......................... (638) (904)
Other ........................................ 7 (226)
------- -------
Balance, end of year ......................... $ 3,733 $ 2,427
======= =======
|
Deposits of directors and their related interests at December 31, 2008 and 2007
approximated $2,352 and $2,140, respectively.
During the third quarter of 2007, the Company's Chief Executive Officer and
Chairman of the Board purchased from the Bank a 100% participation in two
nonaccrual loans of an unaffiliated borrower totaling $811. Interest of $33 was
collected in connection with the sale of the participation interest. The Bank
made no commitments nor entered into any other agreements that would make it
contingently liable to repurchase the participated interest.
The Company leases land from a relative of a director, shareholder and executive
officer of the Company (see Note 10). Lease expenses charged to operations under
these arrangements totaled $23, $9 and $9 in 2008, 2007 and 2006, respectively.
NOTE 13 - FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK
In the ordinary course of business, and to meet the financing needs of its
customers, the Bank is party to various financial instruments with off-balance
sheet risk. These financial instruments, which include commitments to extend
credit and standby letters of credit, involve, to varying degrees, elements of
credit and interest rate risk in excess of the amounts recognized in the balance
sheets. The contract amounts of those instruments reflect the extent of
involvement the Bank has in particular classes of financial instruments.
The Bank's exposure to credit loss in the event of nonperformance by the other
party to the financial instrument for commitments to extend credit and statndby
letters of credit is represented by the contractual amounts of those
42
instruments. The Bank uses the same credit policies in making commitments and
conditional obligations as it does for on-balance sheet instruments. Commitments
to extend credit are agreements to lend to a customer as long as there is no
violation of any material condition established in the contract. Commitments
generally have fixed expiration dates or other termination clauses and may
require the payment of a fee. At December 31, 2008 and 2007, unfunded
commitments to extend credit were $66,748 and $76,874, respectively. The Bank
evaluates each customer's creditworthiness on a case-by-case basis. The amount
of collateral obtained, if deemed necessary by the Bank upon extension of
credit, is based on management's credit evaluation of the borrower. Collateral
varies but may include accounts receivable, inventory, property, plant and
equipment, and commercial and residential real estate. At December 31, 2008 and
2007, there were outstanding letters of credit totaling $1,200 and $897,
respectively.
NOTE 14 - EMPLOYEE BENEFIT PLAN
The Bank sponsors the GrandSouth Bank Profit Sharing Section 401(k) Plan (the
"Plan") for the benefit of all eligible employees. The Bank contributes
seventy-five percent of the first four percent of the employee's compensation
contributed to the Plan. Contributions made to the Plan in 2008, 2007 and 2006
were $125, $118 and $67, respectively.
In 2001, supplemental benefits were approved by the Board of Directors for
certain executive officers of the Bank. These benefits are not qualified under
the Internal Revenue Code and they are not funded. However, certain funding is
provided informally and indirectly by life insurance policies owned by the Bank.
The Company recorded net (income) expense related to these benefits of $52, $4
and $61 in 2008, 2007 and 2006, respectively.
NOTE 15 - STOCK OPTION PLAN
During 1998, the Board of Directors approved a stock option plan for the benefit
of the directors, officers and employees. The plan provided that the Board could
grant options to purchase up to 856,028 shares of common stock (after the
shareholders approved an amendment to increase the number of shares in the plan
at the 2005 Annual Meeting) at an exercise price per share not less than the
fair market value on the date of grant. All options granted to directors,
officers and employees vest 20 percent each year for five years and expire 10
years from the grant date. The related compensation expense of the options is
recognized over the vesting period. The Company measures the fair value of each
option award on the date of grant using the Black-Scholes option-pricing model
with the following assumptions used for awards granted in 2008, 2007 and 2006,
as indicated in the following table:
Years Ended December 31,
------------------------
2008 2007 2006
---- ---- ----
Assumptions:
Dividend yield ................................ 0.74% 0.72% 0.64%
Weighted average risk-free interest rate ...... 3.11% 4.55% 5.04%
Weighted average expected volatility .......... 26.61% 60.30% 31.14%
Weighted average expected life in years ....... 6.50 6.00 8.00
Weighted average grant date fair value ........ $3.32 $6.35 $5.42
|
The Company determines the assumptions used in the Black-Scholes option-pricing
model as follows: the dividend yield is based on the historical dividend yield
of the Company's stock, adjusted to reflect the expected dividend yield over the
expected life of the option, the risk-free interest rate is based on the U.S.
Treasury yield curve in effect at the time of the grant; volatility is based on
historical volatility adjusted to reflect the ways in which current information
indicates that the future is reasonably expected to differ from the past; and
the average life is based on historical behaviors of employees related to
exercises, forfeitures and cancellations.
The following table summarizes the activity during 2008 related to stock options
awarded by the Company:
43
Year Ended December 31, 2008
----------------------------
Weighted Average
Weighted Remaining
Average Exercise Contractual Life Intrinsic
Shares Price Per Share (Years) Value
------ --------------- ------- -----
(Dollars in thousands, except per share)
Outstanding at beginning of year ........................ 489,396 $ 6.04
Granted ................................................. 5,500 10.75
Exercised ............................................... (192,207) 3.25
Forfeited or expired .................................... - -
--------
Outstanding at end of year .............................. 302,689 $ 7.90 5.40 $ 116
======== ========
Options outstanding ..................................... 302,689 $ 7.90 5.40 $ 116
and expected to vest
Options exercisable at year-end ......................... 211,374 $ 6.73 4.66 $ 116
|
The total intrinsic value of options exercised in 2008 and 2007 was $896 and
$57, respectively.
As of December 31, 2008, total compensation costs of unvested options that have
not yet been recognized were $240. Those compensation costs will be recognized
over the remaining weighted average vesting period of 1.3 years.
Intrinsic value is calculated for shares granted, outstanding and exercisable by
taking the closing price of the Company's common stock as of December 31, 2008,
as reported by the OTCBB, and subtracting the exercise price of the each stock
option grant. When the result is a positive number, the difference is multiplied
by the number of options outstanding for each such grant and the total of those
values is shown in the table.
Intrinsic value for shares exercised represents the closing price of the stock
on the date of exercise as reported by the OTCBB less the actual exercise price
of the options exercised multiplied by the number of options exercised. These
intrinsic values are calculated for each exercise during the year and the
resulting total is presented.
All share and per share values have been retroactively restated for all stock
dividends since the date the options were granted. The Company issues authorized
but unissued shares to satisfy option exercises. The stock option plan expired
in 2008. Consequently, unexpired options granted under the Plan remain
outstanding subject to their terms, but no more options may be granted under the
Plan.
NOTE 16 - SHAREHOLDERS' EQUITY
Preferred Stock - On December 22, 2008, the Company's shareholders approved
amendments of its Articles of Incorporation authorizing the issuance of up to
20,000,000 shares of preferred stock in one or more series. On January 9, 2009,
the Company entered into and consummated a Letter Agreement ("Agreement") with
the United States Department of the Treasury ("Treasury"). Pursuant to the
Agreement, the Company issued 9,000 shares of its Fixed Rate Cumulative
Perpetual Preferred Stock, Series T, having a liquidation amount per share of
$1,000 to the Treasury for proceeds of $9,000. Cumulative dividends are payable
at a rate of 5% per year for each of the first five years and thereafter at a
rate of 9% per year. The Company may not pay cash dividends on its common stock
if the preferred dividends are in arrears. Until January 9, 2012, the Agreement
generally restricts the Company's ability to redeem these preferred shares, to
increase its common stock dividends, or to repurchase its common stock or other
equity or capital securities. Furthermore, the terms of the Agreement could
limit the amount, nature, and tax deductibility of compensation paid by the
Company to its executive management. These shares generally have no voting
rights.
Without the payment of any additional consideration, the Treasury also received
and immediately exercised a warrant to purchase 450 shares of the Company's
Fixed Rate Cumulative Perpetual Preferred Stock, Series W. The terms of this
series of preferred stock are nearly identical to the terms of the Series T
Preferred Stock, except that the Series W Preferred Stock pays cumulative
dividends at a rate of 9% per year and may not be redeemed while share of the
Series T Preferred Stock are outstanding.
44
Both Series T and Series W Preferred Stock are treated as components of Tier 1
capital for purposes of computing the Company's regulatory capital ratios.
Restrictions on Subsidiary Dividends, Loans or Advances - In addition to the
restrictions specified under the heading "Preferred Stock," South Carolina
banking regulations restrict the amount of dividends that banks can pay to
shareholders. Any of the banking subsidiary's dividends to the parent company
which exceed in amount the subsidiary's current year-to-date earnings ($1,659 at
December 31, 2008) are subject to the prior approval of the South Carolina
Commissioner of Banking. Therefore, $28,820 of the Company's equity in the net
assets of the Bank was restricted as of December 31, 2008. In addition,
dividends paid by the banking subsidiary to the parent company would be
prohibited if the effect thereof would cause the Bank's capital to be reduced
below applicable minimum capital requirements. Under Federal Reserve Board
regulations, the amounts of loans or advances from the banking subsidiary to the
parent company are generally limited to 10% of the Bank's capital stock and
surplus on a secured basis. Furthermore, in the event that interest payments on
the junior subordinated debentures (see Note 9) are deferred by the Company, the
Company would be restricted in its ability to pay dividends on its common stock.
The terms of the Company's preferred stock also impose limits on its ability to
pay dividends.
Stock Dividends - The Company's Board of Directors declared a 10% stock dividend
on July 19, 2006. All per share information has been retroactively adjusted to
give effect to the stock dividend.
Accumulated Other Comprehensive Income (Loss) - As of December 31, 2008 and
2007, accumulated other comprehensive income (loss) included as a component of
shareholders' equity in the consolidated balance sheets consisted of accumulated
changes in the unrealized holding gains and (losses) on available-for-sale
securities, net of income tax effects, amounting to $263 and $184, respectively.
Earnings per Share - Net income per share, basic and net income per share,
assuming dilution, were computed as follows:
Years Ended December 31,
------------------------
2008 2007 2006
----- ----- ----
(Dollars in thousands, except per share amounts)
Net income per share, basic
Numerator - net income .......................................... $ 1,348 $ 2,799 $ 3,260
========= ========== ==========
Denominator
Weighted average common shares
issued and outstanding ...................................... 3,454,515 3,373,909 3,372,065
========= ========== ==========
Net income per share, basic ................................. $ .39 $ .83 $ .97
========= ========== ==========
Net income per share, assuming dilution
Numerator
Net income .................................................... $ 1,348 $ 2,799 $ 3,260
========= ========== ==========
Denominator
Weighted average common shares
issued and outstanding ...................................... 3,454,515 3,373,909 3,372,065
Effect of dilutive stock options .............................. - 251,042 281,784
--------- ---------- ----------
Total shares ....................................... 3,454,515 3,624,951 3,653,849
========= ========== ==========
Net income per share, assuming dilution ..................... $ .39 $ .77 $ .89
========= ========== ==========
|
Weighted average common shares outstanding have been retroactively restated to
reflect a 10% stock dividend declared on July 19, 2006.
Regulatory Capital - All bank holding companies and banks are subject to various
regulatory capital requirements administered by the federal banking agencies.
Failure to meet minimum capital requirements can initiate certain mandatory, and
45
possibly additional discretionary, actions by regulators that, if undertaken,
could have a direct material effect on the Company's consolidated financial
statements. Under capital adequacy guidelines and the regulatory framework for
prompt corrective action, bank holding companies and banks must meet specific
capital guidelines that involve quantitative measures of their assets,
liabilities, and certain off-balance-sheet items as calculated under regulatory
accounting practices. Capital amounts and classification are also subject to
qualitative judgments by the regulators about components, risk weightings, and
other factors.
Quantitative measures established by regulation to ensure capital adequacy
require the Company and its banking subsidiary to maintain minimum amounts and
ratios set forth in the table below of Total and Tier 1 Capital, as defined in
the regulations, to risk weighted assets, as defined, and of Tier 1 Capital, as
defined, to average assets, as defined. Management believes, as of December 31,
2008 and 2007, that the Company and its subsidiary bank exceeded all capital
adequacy minimum requirements.
As of December 31, 2008, the most recent notification from the FDIC categorized
the Bank as well capitalized under the regulatory framework for prompt
corrective action. To be categorized as well capitalized as defined in the
Federal Deposit Insurance Act, the Bank must maintain minimum total risk-based,
Tier 1 risk-based, and Tier 1 leverage ratios as set forth in the table. There
are no conditions or events since that notification that management believes
have changed the Bank's category. Bank holding companies with higher levels of
risk, or that are experiencing or anticipating significant growth, are expected
by the Federal Reserve to maintain capital well above the minimums. The
Company's and Bank's actual capital amounts and ratios are also presented in the
table.
Minimum for Minimum to be
Actual Capital Adequacy Well Capitalized
------ ---------------- ----------------
Amount Ratio Amount Ratio Amount Ratio
------ ----- ------ ----- ------ -----
December 31, 2008 (Dollars in thousands)
Tier 1 Capital (to Average Assets)
Company ....................................... $ 30,999 8.3% $ 14,942 4.0% NA NA
GrandSouth Bank ............................... 30,112 8.1% 14,930 4.0% $ 18,641 5.0%
Tier 1 Capital (to Risk Weighted Assets)
Company ....................................... $ 30,999 10.0% $ 12,454 4.0% NA NA
GrandSouth Bank ............................... 30,112 9.7% 12,440 4.0% $ 18,660 6.0%
Total Capital (to Risk Weighted Assets)
Company ....................................... $ 35,135 11.3% $ 24,908 8.0% NA NA
GrandSouth Bank ............................... 34,002 10.9% 24,880 8.0% $ 31,099 10.0%
December 31, 2007
Tier 1 Capital (to Average Assets)
Company ....................................... $ 28,850 8.4% $ 13,750 4.0% NA NA
GrandSouth Bank ............................... 27,526 8.6% 12,869 4.0% $ 16,087 5.0%
Tier 1 Capital (to Risk Weighted Assets)
Company ....................................... $ 28,850 10.1% $ 11,414 4.0% NA NA
GrandSouth Bank ............................... 27,526 9.6% 11,432 4.0% $ 17,148 6.0%
Total Capital (to Risk Weighted Assets)
Company ....................................... $ 32,489 11.4% $ 22,828 8.0% NA NA
GrandSouth Bank ............................... 30,469 10.7% 22,864 8.0% $ 28,580 10.0%
|
NOTE 17 - DISCLOSURES ABOUT FAIR VALUES OF FINANCIAL INSTRUMENTS
SFAS No. 157, "Fair Value Measurements," which became effective for the Company
on January 1, 2008 provides a consistent definition of fair value, establishes a
framework for measuring fair value and expands the disclosures about fair value.
In February 2008, the Financial Accounting Standards Board Staff issued FSP FAS
157-2 which deferred for one year the effective date of the application of SFAS
No. 157 to nonfinancial assets and liabilities, except for items that are
recognized or disclosed at fair value in the financial statements on a recurring
basis (at least annually). Accordingly, the Company has only partially applied
SFAS No. 157. There are currently no major categories of assets or liabilities
disclosed at fair value in the financial statements for which the Company has
not applied the provisions of SFAS No. 157. It is expected that the initial
application of the deferred provisions of SFAS No. 157 will not have a material
effect on the Company's financial position, its result of operations or cash
flows.
46
No cumulative effect adjustments were required upon initial application of SFAS
No. 157. Available-for-sale securities continue to be measured at fair value
with unrealized gains and losses, net of income taxes, recorded in other
comprehensive income or (loss).
SFAS No. 159, "The Fair Value Option for Financial Assets and Financial
Liabilities, Including an amendment of FASB Statement No. 115," was effective
for the Company on January 1, 2008. This Statement permits entities to choose to
measure many financial instruments and certain other items at fair value with
changes in the unrealized gains and losses on those items included in earnings.
The Company's decision about whether to elect the fair value option generally
may be applied on an instrument-by-instrument basis, is irrevocable (unless a
new election date occurs), and is applied to an entire instrument and not to
only specific risks, specific cash flows or portions of that instrument. The
objective of the Statement is to improve financial reporting by providing
entities with the opportunity to mitigate the volatility of reported earnings
caused by measuring related assets and liabilities without having to apply
complex hedge accounting provisions. The Statement also provided for enhanced
presentation and disclosure requirements to facilitate comparisons between
entities that choose different measurement attributes for similar types of
assets and liabilities. Generally, the option to value an asset or liability at
fair value must be exercised at the date that the Company first recognizes the
asset or liability. The Company has not elected to value any assets or
liabilities at fair value pursuant to SFAS No. 159.
Under SFAS No. 157, fair value is the price that would be received to sell an
asset or transfer a liability in an orderly transaction between market
participants at the measurement date. Fair value under this Standard may reflect
actual transaction prices or may reflect the application of valuation techniques
if the transaction was between related parties, the transaction occurred under
duress, or other circumstances where the transaction price may not be indicative
of the fair value of the particular asset or liability. When valuation
techniques are used, the inputs may be either observable or unobservable. SFAS
157 establishes a three level hierarchy for fair value measurements based upon
the transparency of inputs to the valuation technique. Assets or liabilities may
be measured at fair value on either a recurring basis or a non-recurring basis.
SFAS No. 157 proscribes different disclosures requirements for those different
measurement attributes.
When available, fair value is based upon quoted market prices in active markets
for identical assets or liabilities (Level 1 inputs) or for similar assets and
liabilities or upon inputs that are observable for the asset or liability,
either directly or indirectly (Level 2 inputs). When neither Level 1 nor Level 2
inputs are available, the Company may use unobservable inputs which may be
significant to the fair value measurement (Level 3). The lowest level of input
that is significant to the fair value measurement determines an item's
categorization within the fair value hierarchy.
The following is a description of the valuation methodologies used for
instruments measured at fair value on a recurring basis in the Consolidated
Balance Sheets, including the general classification of such instruments
pursuant to the valuation hierarchy.
Fair Value Measurement at Reporting Date Using
----------------------------------------------
Quoted Prices
in Active Significant
Markets for Other Significant
Identical Observable Unobservable
Assets Inputs Inputs
Description December 31, 2008 (Level 1) (Level 2) (Level 3)
----------- ----------------- ---------- ---------- ---------
(Dollars in thousands)
Securities available-for-sale $ - $ 47,378 $ -
|
Pricing for the Company's securities available-for-sale is obtained from an
independent third-party that uses a process that may incorporate current prices,
benchmark yields, broker/dealer quotes, issuer spreads, two-sided markets,
benchmark securities, bids, offers, other reference items and industry and
economic events that a market participant would be expected to use as inputs in
valuing the securities. Not all of the inputs listed apply to each individual
security at each measurement date. The independent third party assigns specific
securities into an "asset class" for the purpose of assigning the applicable
level of the fair value hierarchy used to value the securities. The methods used
after adoption of SFAS No. 157 are consistent with the methods used previously.
47
The following is a description of the valuation methodologies used for financial
instruments measured at fair value on a non-recurring basis in the Consolidated
Balance Sheets including the general classification of such instruments pursuant
to the valuation hierarchy.
Fair Value Measurement at Reporting Date Using
----------------------------------------------
Quoted Prices
in Active Significant
Markets for Other Significant
Identical Observable Unobservable
Assets Inputs Inputs
Description December 31, 2008 (Level 1) (Level 2) (Level 3)
----------- ----------------- ---------- ---------- ---------
(Dollars in thousands)
Collateral-dependent impaired loans $ - $ 9,799 $ -
|
Fair values of collateral dependent impaired loans are estimated based on recent
appraisals of the underlying properties or other information derived from market
sources.
SFAS No. 107, "Disclosures about Fair Values of Financial Instruments," as
amended, requires disclosure of the estimated fair value of on-balance sheet and
off-balance sheet financial instruments. A financial instrument is defined by
SFAS No. 107 as cash, evidence of an ownership interest in an entity or a
contract that creates a contractual obligation or right to deliver or receive
cash or another financial instrument from a second entity on potentially
favorable or unfavorable terms.
Fair value estimates are made at a specific point in time based on relevant
market information about the financial instrument. These estimates do not
reflect any premium or discount that could result from offering for sale at one
time the Company's entire holdings of a particular financial instrument. No
active trading market exists for a significant portion of the Company's
financial instruments. Fair value estimates for these instruments are based on
management's judgments regarding future expected loss experience, current
economic conditions, risk characteristics of various financial instruments, and
other factors. These estimates are subjective in nature and involve
uncertainties and matters of significant judgment and therefore cannot be
determined with precision. Changes in assumptions could significantly affect the
estimates.
Fair value estimates are based on existing on-and-off balance sheet financial
instruments without attempting to estimate the value of anticipated future
business and the value of assets and liabilities that are not considered
financial instruments. Significant assets and liabilities that are specifically
excluded from the disclosure requirements include net deferred tax assets,
interest receivable and payable, assets acquired in settlement of loans, bank
owned life insurance, goodwill, other assets and liabilities, and premises and
equipment. In addition, the income tax ramifications related to the realization
of the unrealized gains and losses can have a significant effect on fair value
estimates and have not been considered in the estimates.
The following methods and assumptions were used by the Company in estimating the
fair values of its financial instruments:
For cash and due from banks and federal funds sold, the carrying amount
approximates fair value because these instruments generally mature in 90 days or
less. The carrying amounts of interest receivable and interest payable
approximate their fair values.
The fair value of certificates of deposit with other banks are estimated using
discounted cash flow analyses, using interest rates currently offered for
instruments with the same remaining maturity.
The fair value of debt securities issued by government-sponsored enterprises is
estimated based on published closing quotations. The fair value of state, county
and municipal securities is generally not available from published quotations;
consequently, their fair values estimates are based on matrix pricing or quoted
market prices of similar instruments adjusted for credit quality differences
between the quoted instruments and the securities being valued. Fair value for
mortgage-backed securities is estimated primarily using dealers' quotes.
The fair value of other investments approximates the carrying amount.
48
Fair values are estimated for loans using discounted cash flow analyses, using
interest rates currently offered for loans with similar terms and credit
quality. The Company does not engage in originating, holding, guaranteeing,
servicing or investing in loans where the terms of the loan product give rise to
a concentration of credit risk.
The fair value of deposits with no stated maturity (noninterest bearing demand,
interest bearing demand and money market accounts and savings) is estimated as
the amount payable on demand, or carrying amount. The fair value of time
deposits is estimated using a discounted cash flow calculation that applies
rates currently offered to aggregate expected maturities.
The fair values of the Company's short-term borrowings, approximate their
carrying amounts.
The fair values of variable rate long-term debt instruments are estimated at the
carrying amount.
The estimated fair values of off-balance-sheet financial instruments such as
loan commitments and standby letters of credit are generally based upon fees
charged to enter into similar agreements, taking into account the remaining
terms of the agreements and the counterparties' creditworthiness. The vast
majority of the banking subsidiary's loan commitments do not involve the
charging of a fee, and fees associated with outstanding standby letters of
credit are not material. For loan commitments and standby letters of credit, the
committed interest rates are either variable or approximate current interest
rates offered for similar commitments. Therefore, the estimated fair values of
these off-balance-sheet financial instruments are nominal.
The following is a summary of the carrying amounts and estimated fair values of
the Company's financial assets and liabilities:
December 31,
------------
2008 2007
---- ----
Carrying Estimated Carrying Estimated
Amount Fair Value Amount Fair Value
of Assets of Assets of Assets of Assets
(Liabilities) (Liabilities) (Liabilities) (Liabilities)
------------- ------------- ------------- -------------
(Dollars in thousands)
Financial Assets:
Cash and due from banks .............................................. $ 2,329 $ 2,329 $ 4,287 $ 4,287
Interest bearing transaction accounts with other banks ............... 8,453 8,453 298 298
Federal funds sold ................................................... 429 429 4,420 4,420
Certificates of deposit with other banks ............................. 2,000 2,104 - -
Securities available-for-sale ........................................ 47,378 47,378 59,567 59,567
Other investments .................................................... 1,926 1,926 765 765
Loans, net ........................................................... 297,523 297,872 259,786 259,911
Interest receivable .................................................. 2,077 2,077 2,313 2,313
Financial Liabilities:
Deposits ............................................................. 310,885 313,445 305,639 306,514
Short-term borrowings ................................................ - - 5,000 5,000
Long-term debt ....................................................... 37,247 38,661 8,247 8,247
Interest payable ..................................................... 639 639 754 754
|
Notional Estimated Notional Estimated
Amount Fair Value Amount Fair Value
------ ---------- ------ ----------
Off-balance-sheet commitments
Loan commitments ..................................... $66,748 $ - $76,874 $ -
Standby letters of credit ............................ 1,200 - 897 -
|
49
NOTE 18 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
Impact of Recent Accounting Changes
In December 2007, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard ("SFAS") No. 141(R), "Business
Combinations" ("SFAS 141(R)") which replaces SFAS 141. SFAS 141(R) establishes
principles and requirements for how an acquirer in a business combination
recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed, and any controlling interest; recognizes and
measures goodwill acquired in the business combination or any gain from a
bargain purchase; and determines what information to disclose to enable users of
the financial statements to evaluate the nature and effects of the business
combination. SFAS 141(R) is effective for acquisitions by the Company taking
place on or after January, 1, 2009. Early adoption is prohibited. Accordingly, a
calendar year-end entity is required to record and disclose business
combinations following the new accounting guidance beginning January 1, 2009.
The Company will assess the effect of SFAS 141(R) if and when a future
acquisition occurs.
In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in
Consolidated Financial Statements - an amendment of ARB No. 51" ("SFAS 160").
SFAS 160 establishes new accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. Before this statement, limited guidance existed for reporting
noncontrolling interests (formerly known as "minority interests"). As a result,
diversity in practice exists. In some cases, minority interests are reported as
a liability and in other cases it is reported in the mezzanine section between
liabilities and equity. Specifically, SFAS 160 requires the recognition of a
noncontrolling interest as equity in the consolidated financial statements and
separate from the parent company's equity. The amount of net income attributable
to the noncontrolling interest will be included in consolidated net income in
the consolidated income statement. SFAS 160 clarifies that changes in a parent's
ownership interest in a subsidiary that do not result in deconsolidation are
equity transaction if the parent retains its controlling financial interest. In
addition, this statement requires that parent recognize gain or loss in net
income when a subsidiary is deconsolidated. Such gain or loss will be measured
using the fair value of the noncontrolling equity investment on the
deconsolidation date. SFAS 160 also includes expanded disclosure requirements
regarding the interest of the parent and its noncontrolling interests. SFAS 160
was effective for the Company on January 1, 2009 and had no effect on the
Company's financial position, results of operations or cash flows.
In February 2008, the FASB issued FASB Staff Position No. 142-3, "Determination
of the Useful Life of Intangible Assets" ("FSP 142-3"). This Staff Position
amends the factors that should be considered in developing renewal or extension
assumptions used to determine the useful life of a recognized intangible asset
under SFAS No. 142, "Goodwill and Other Intangible Assets" ("SFAS 142"). The
intent of this Staff Position is to improve the consistency between the useful
life of a recognized intangible asset under SFAS 142 and the period of expected
cash flows used to measure the fair value of the asset under SFAS 141(R) and
other U.S. generally accepted accounting principles. This Staff Position was
effective for the Company on January 1, 2009 and had no material impact on the
Company's financial position, results of operations or cash flows.
In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative
Instruments and Hedging Activities" ("SFAS 161"). SFAS 161 requires enhanced
disclosure about an entity's derivative and hedging activities, thereby
improving the transparency of financial reporting. It requires that the
objectives for using derivative instruments be disclosed in terms of underlying
risk and accounting designation thereby conveying the purpose of derivative use
in terms of the risks that the entity is intending to manage. SFAS was effective
for the Company on January 1, 2009 and will result in additional disclosure if
the Company enters into any material derivative or hedging activities.
In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted
Accounting Principles" ("SFAS 162"). SFAS 162 identifies the sources of
accounting principles and the framework for selecting the principles used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles ("GAAP")
is the United States (the GAAP hierarchy). SFAS 162 was effective November 15,
2008. The FASB has stated that it does not expect that SFAS 162 will result in a
change in current practice. The application of SFAS 162 had no effect on the
Company's financial position, results of operations or cash flows.
50
In May 2008, the FASB issued FASB Staff Position No. APB 14-1, "Accounting for
Convertible Debt Instruments That May Be Settled in Cash upon Conversion
(Including Partial Cash Settlement)" ("FSP APB 14-1"). This Staff Position
specifies that issuers of convertible debt instruments that may be settled in
cash upon conversion should separately account for the liability and equity
components in a manner that will reflect the entity's nonconvertible debt
borrowing rate when interest cost is recognized in subsequent period. FSP APB
14-1 provides guidance for initial and subsequent measurement as well as
derecognition provisions. The Staff Position was effective as of January 1, 2009
and had no material effect on the Company's financial position, results of
operations or cash flows.
In June 2008, the FASB issued FASB Staff Position No. EITF 03-6-1, "Determining
Whether Instruments Granted in Share-Based Payment Transactions are
Participating Securities" ("FSP EITF 03-6-1"). This Staff Position provides that
unvested share-based payment awards that contain nonforfeitable rights to
dividends or dividend equivalents are participating securities and must be
included in the earnings per share computation. FSP EITF 03-6-1 was effective
January 1, 2009 and had no effect on the Company's financial position, results
of operations, earnings per share or cash flows.
FASB Staff Position SFAS 133-1 and FIN 45-4 "Disclosures about Credit
Derivatives and Certain Guarantees: An Amendment of FASB Statement No. 133 and
FASB Interpretation No. 45; and Clarification of the Effective Date of FASB
Statement No. 161" ("FSP SFAS 133-1 and FIN 45-4") was issued in September 2008
effective for reporting periods (annual or interim) ending after November 15,
2008. FSP SFAS 133-1 and FIN 45-4 amends SFAS 133 to require the seller of
credit derivatives to disclose the nature of the credit derivative, the maximum
potential amount of future payments, the fair value of the derivative, and the
nature of any recourse provisions. Disclosures must be made for entire hybrid
instruments that have embedded credit derivatives.
FSP SFAS 133-1 and FIN 45-4 also amends FASB Interpretation No. 45 ("FIN 45") to
require disclosure of the current status of the payment/performance risk of the
credit derivative guarantee. If an entity utilizes internal groupings as a basis
for the risk, disclosure must also be made of how the groupings are determined
and how the risks are managed.
The Staff Position encourages that the amendments be provided in periods earlier
than the effective date to facilitate comparisons at initial adoption. After
initial adoption, comparative disclosures are required only for subsequent
periods.
FSP SFAS 133-1 and FIN 45-4 clarifies the effective date of SFAS 161 such that
required disclosures should be provided for any reporting period (annual or
interim) beginning after November 15, 2008. The adoption of this Staff Position
had no material effect on the Company's financial position, results of
operations or cash flows.
The Securities and Exchange Commission's Office of the Chief Accountant and the
staff of the FASB issued press release 2008-234 on September 30, 2008 ("Press
Release") to provide clarification about fair value accounting. The Press
Release includes guidance on the use of management's internal assumptions and
the use of "market" quotes. It also reiterates the factors in SEC Staff
Accounting Bulletin Topic 5M which should be considered when determining
other-than-temporary impairment: the length of time and extent to which the
market value has been less than cost; financial condition and near-term
prospects of the issuer; and the intent and ability of the holder to retain its
investment for a period of time sufficient to allow for any anticipated recovery
in market value.
On October 10, 2008, the FASB issued FSP SFAS 157-3 "Determining the Fair Value
of a Financial Asset When the Market for That Asset Is Not Active" ("FSP SFAS
157-3"). This FSP clarifies the application of SFAS No. 157 "Fair Value
Measurements" ) (see Note N) in a market that is not active and provides an
example to illustrate key considerations in determining the fair value of a
financial asset when the market for that asset is not active. The FSP was
effective upon issuance, including prior periods for which financial statements
had not yet been issued.
The Company considered guidance in the Press Release and in FSP SFAS 157-3 when
conducting its review for other-than temporary impairment as of December 31,
2008 as discussed in Note 3.
FSP SFAS 140-4 and FIN 46(R)-8 "Disclosures by Public Entities (Enterprises)
about Transfers of Financial Assets and Interest in Variable Interest Entities"
was issued in December 2008 to require public companies to disclose additional
information about transfers of financial assets and any involvement with
variable interest entities. The FSP also requires certain disclosures for public
entities that are sponsors and servicers of qualifying special purpose entities.
The FSP is effective for the first reporting period ending after December 15,
2008. Application of this FSP had no impact on the financial position of the
Company.
51
NOTE 19 - GRANDSOUTH BANCORPORATION (PARENT COMPANY ONLY)
December 31,
------------
2008 2007
---- ----
(Dollars in thousands)
Condensed Balance Sheets
Assets
Cash ............................................. $ 319 $ 343
Investment in banking subsidiary ................. 31,112 28,447
Due from subsidiary .............................. 41 968
Investment in capital trust ...................... 247 247
Deferred tax asset ............................... 962 787
------- -------
Total assets .................................. $32,681 $30,792
======= =======
Liabilities
Other liabilities ................................ $ 78 $ 78
Junior subordinated debt ......................... 8,247 8,247
Shareholders' equity ................................ 24,356 22,467
------- -------
Total liabilities and shareholders' equity .... $32,681 $30,792
======= =======
|
Years Ended December 31,
------------------------
2008 2007 2006
---- ---- ----
(Dollars in thousands)
Condensed Statements of Income
Income
Dividends received from banking subsidiary .......................... $ 516 $ 900 $ -
Other income ........................................................ 13 18 12
------- ------- -------
Total income ................................................... 529 918 12
------- ------- -------
Expenses
Interest expense .................................................... 432 599 495
Other expenses ...................................................... 67 84 76
------- ------- -------
Total expenses ................................................. 499 683 571
------- ------- -------
Income before income taxes and equity in
undistributed earnings of banking subsidiary ........................ 30 235 (559)
Income tax benefit ....................................................... (175) (238) (188)
Equity in undistributed earnings of banking subsidiary ................... 1,143 2,326 3,631
------- ------- -------
Net income ............................................................... $ 1,348 $ 2,799 $ 3,260
======= ======= =======
|
52
Years Ended December 31,
------------------------
2008 2007 2006
---- ---- ----
(Dollars in thousands)
Condensed Statements of Cash Flows
Operating activities
Net income ................................................................. $ 1,348 $ 2,799 $ 3,260
Adjustments to reconcile net income to net
cash provided (used) by operating activities
Deferred income taxes ............................................. (175) (238) (175)
Other liabilities ................................................. (2) - 28
Share-based compensation .......................................... - 121 110
Decrease (increase) in due from subsidiary ........................ - (120) (111)
Equity in undistributed net income of
banking subsidiary ................................................ (1,143) (2,326) (3,631)
------- ------- -------
Net cash provided provided by (used for)
operating activities ......................................... 28 236 (519)
------- ------- -------
Investing activities
Investment in banking subsidiary ........................................... (400) - (3,050)
Investment in capital trust ................................................ - - (247)
------- ------- -------
Net cash used for investing activities .......................... (400) - (3,297)
------- ------- -------
Financing activities
Proceeds of issuance of junior subordinated debentures ..................... - - 8,247
Proceeds from other borrowings ............................................. - - 100
Repayments of other borrowings ............................................. - - (4,000)
Exercise of stock options .................................................. 624 25 12
Cash dividends paid ........................................................ (276) (268) (252)
Cash paid in lieu of fractional shares ..................................... - - (5)
------- ------- -------
Net cash (used for) provided by financing activities ............ 348 (243) 4,102
------- ------- -------
(Decrease) increase in cash and cash equivalents .............................. (24) (7) 286
Cash and cash equivalents, beginning .......................................... 343 350 64
------- ------- -------
Cash and cash equivalents, ending ............................................. $ 319 $ 343 $ 350
======= ======= =======
Supplemental Schedule of Non-Cash Investing and Financing Activities
Dividends declared but unpaid ...................................................... $ 71 $ 69 $ 67
======= ======= =======
Stock dividend ..................................................................... $ - $ - $ 4,592
======= ======= =======
Noncash transfers from due from subsidiary to
investment in subsidiary bank ................................................. $ 1,043 $ - $ -
======= ======= =======
Other comprehensive income of subsidiary bank,
after income taxes ............................................................ $ 79 $ 332 $ 223
======= ======= =======
|
53
[FORM OF PROXY]
[X] REVOCABLE PROXY
PLEASE MARK VOTES
AS IN THIS EXAMPLE
GRANDSOUTH BANCORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR SPECIAL MEETING OF SHAREHOLDERS - ______, ___________, 2009
J. B. Garrett and Ronald K. Earnest, or either of them, with full power
of substitution, are hereby appointed as agent(s) of the undersigned to vote as
proxies for the undersigned at a Special Meeting of Shareholders to be held on
______, ___________, 2009, and at any adjournment thereof, as follows:
1. Proposal to amend our Articles of Incorporation to reclassify shares of
GrandSouth Bancorporation common stock held by holders of record of fewer
than 2,001 shares of common stock into Series A Preferred Stock, for the
purpose of discontinuing the registration of our common stock under the
Securities Exchange Act of 1934, as amended.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
2. For approval to adjourn the Special Meeting, if necessary, to solicit
additional proxies.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. And, in the discretion of said agents, upon such other business as may
properly come before the meeting, and matters incidental to the conduct of
the meeting. (Management at present knows of no other business to be
brought before the meeting.)
THE PROXIES WILL BE VOTED AS INSTRUCTED. IF NO CHOICE IS INDICATED WITH RESPECT
TO A MATTER WHERE A CHOICE IS PROVIDED, THIS PROXY WILL BE VOTED "FOR" SUCH
MATTER.
Please sign exactly as name appears below. When signing as attorney, executor,
administrator, trustee, or guardian, please give full title. If more than one
trustee, all should sign. All joint owners must sign.
Please be sure to sign and date Date
this Proxy in the box below.
Shareholder sign above Co-holder (if any) sign above
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