Bank of South Carolina Corporation
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
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þ |
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Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended March 31, 2006
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o |
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Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Commission file number: 0-27702
Bank of South Carolina Corporation
(Exact name of small business issuer as specified in its charter)
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South Carolina
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57-1021355 |
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(State or other jurisdiction of
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(IRS Employer |
incorporation or organization)
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Identification Number) |
256 Meeting Street, Charleston, SC 29401
(Address of principal executive offices)
(843) 724-1500
(Issuers Telephone Number)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the
Exchange Act during the past 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes þ No o
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes o No o
As of May 3, 2006, there were 3,865,333 Common Shares outstanding.
Transitional Small Business Disclosure Format (Check one):
Yes o No þ
Table of Contents
BANK OF SOUTH CAROLINA CORPORATION
Report on Form 10-QSB
for quarter ended
March 31, 2006
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Page |
PART I FINANCIAL INFORMATION |
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Item 1. Financial Statements (Unaudited) |
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Consolidated Balance Sheets March 31, 2006
and December 31, 2005 |
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3 |
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Consolidated Statements of Operations Three months
ended March 31, 2006 and 2005 |
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4 |
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Consolidated Statements of Shareholders
Equity and Comprehensive Income Three months ended
March 31, 2006 and 2005 |
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5 |
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Consolidated Statements of Cash Flows Three months
ended March 31, 2006 and 2005 |
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6 |
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Notes to Consolidated Financial Statements |
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7 |
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Item 2. Managements Discussion and Analysis or
Plan of Operation |
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9 |
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Off-Balance Sheet Arrangements |
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16 |
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Liquidity |
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17 |
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Capital Resources |
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17 |
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Accounting and Reporting Changes |
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18 |
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Effect of Inflation and Changing Prices |
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19 |
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Item 3. Controls and Procedures |
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19 |
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PART II OTHER INFORMATION |
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Item 1. Legal Proceedings |
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19 |
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
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19 |
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Item 3. Defaults Upon Senior Securities |
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20 |
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Item 4. Submission of Matters to a Vote of Security Holders |
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20 |
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Item 5. Other Information |
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20 |
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Item 6. Exhibits and Reports on Form 8-K |
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20 |
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Signatures |
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21 |
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Certifications |
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22 |
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2
PART I ITEM 1 FINANCIAL STATEMENTS
BANK OF SOUTH CAROLINA CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(Unaudited)
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March 31, 2006 |
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December 31, 2005 |
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Assets: |
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Cash and due from banks |
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$ |
8,698,441 |
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$ |
9,663,790 |
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Interest bearing deposits in other banks |
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7,901 |
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7,872 |
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Federal funds sold |
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41,797,177 |
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10,600,904 |
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Investment securities available for sale |
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33,935,808 |
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39,833,240 |
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Loans |
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157,070,397 |
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159,338,650 |
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Allowance for loan losses |
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(1,073,731 |
) |
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(1,017,175 |
) |
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Net loans |
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155,996,666 |
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158,321,475 |
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Premises and equipment, net |
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2,694,927 |
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2,741,085 |
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Accrued interest receivable |
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1,056,272 |
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919,502 |
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Other assets |
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596,722 |
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429,658 |
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Total assets |
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$ |
244,783,914 |
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$ |
222,517,526 |
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Liabilities and Shareholders Equity: |
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Deposits: |
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Non-interest bearing demand |
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$ |
57,988,434 |
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$ |
58,988,930 |
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Interest bearing demand |
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66,190,566 |
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47,109,142 |
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Money market accounts |
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48,788,823 |
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45,135,211 |
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Certificates of deposit $100,000 and over |
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24,283,680 |
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22,528,894 |
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Other time deposits |
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12,395,628 |
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12,555,221 |
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Other savings deposits |
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11,730,224 |
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11,529,916 |
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Total deposits |
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221,377,355 |
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197,847,314 |
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Short-term borrowings |
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116,897 |
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2,044,250 |
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Accrued interest payable and other liabilities |
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1,448,544 |
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1,120,168 |
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Total liabilities |
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222,942,796 |
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201,011,732 |
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Common Stock No par value;
6,000,000 shares authorized; issued 4,057,215
shares at March 31, 2006 and December 31, 2005;
outstanding 3,865,333 shares at March 31, 2006
and December 31, 2005 |
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Additional paid in capital |
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22,085,854 |
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22,077,627 |
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Retained earnings |
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1,574,647 |
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1,173,050 |
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Treasury
stock 199,501 shares at March 31,
2006 and December 31, 2005 |
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(1,692,964 |
) |
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(1,692,964 |
) |
Accumulated other comprehensive loss,
net of income taxes |
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(126,419 |
) |
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(51,919 |
) |
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Total shareholders equity |
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21,841,118 |
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21,505,794 |
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Total liabilities and shareholders equity |
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$ |
244,783,914 |
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$ |
222,517,526 |
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See accompanying notes to consolidated financial statements
3
BANK OF SOUTH CAROLINA CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
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Three Months Ended |
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March 31, |
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2006 |
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2005 |
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Interest and fee income |
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Interest and fees on loans |
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$ |
3,101,174 |
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$ |
2,202,981 |
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Interest and dividends on investment securities |
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395,499 |
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274,116 |
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Other interest income |
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143,002 |
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78,117 |
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Total interest and fee income |
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3,639,675 |
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2,555,214 |
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Interest expense |
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Interest on deposits |
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953,890 |
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407,578 |
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Interest on short-term borrowings |
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5,585 |
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3,832 |
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Total interest expense |
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959,475 |
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411,410 |
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Net interest income |
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2,680,200 |
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2,143,804 |
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Provision for (recovery of) loan losses |
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60,000 |
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Net interest income after provision for (recovery of)
loan losses |
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2,620,200 |
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2,143,804 |
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Other income |
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Service charges, fees and commissions |
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217,934 |
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241,881 |
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Mortgage banking income |
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111,804 |
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143,607 |
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Other non-interest income |
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5,969 |
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8,370 |
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Total other income |
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335,707 |
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393,858 |
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Other expense |
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Salaries and employee benefits |
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961,767 |
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939,060 |
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Net occupancy expense |
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297,757 |
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298,290 |
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Other operating expenses |
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380,986 |
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393,993 |
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Total other expense |
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1,640,510 |
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1,631,343 |
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Income before income tax expense |
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1,315,397 |
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906,319 |
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Income tax expense |
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449,961 |
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319,416 |
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Net income |
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$ |
865,436 |
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$ |
586,903 |
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Basic earnings per share (1) |
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$ |
.22 |
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$ |
.15 |
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Diluted earnings per share (1) |
|
$ |
.22 |
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$ |
.15 |
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Weighted average shares outstanding |
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Basic |
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$ |
3,865,333 |
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$ |
3,857,411 |
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Diluted |
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$ |
3,971,125 |
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$ |
3,925,623 |
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(1) |
|
On April 11, 2006 the Corporation declared a 25% stock dividend for shareholders of
record as of April 28, 2006. On April 12, 2005, the Corporation declared a 10% stock
distribution for shareholders of record as of April 29, 2005. All shares and per share
data have been retroactively restated to reflect the stock distribution. |
See accompanying notes to consolidated financial statements
4
BANK OF SOUTH CAROLINA CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY AND COMPREHENSIVE INCOME
FOR THE THREE MONTHS MARCH 31, 2006 AND 2005
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Accumulated other |
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Common |
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Additional |
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Retained |
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Treasury |
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Comprehensive |
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Stock |
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Paid in Capital |
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Earnings |
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Stock |
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Income |
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Total |
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December 31, 2004 |
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|
20,315,087 |
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|
1,099,493 |
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(1,497,093 |
) |
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73,229 |
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|
19,990,716 |
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Comprehensive income: |
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Net income |
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$ |
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|
$ |
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|
$ |
586,903 |
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$ |
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$ |
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$ |
586,903 |
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Net unrealized loss on securities
(net of tax benefit of $28,201) |
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(48,018 |
) |
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|
(48,018 |
) |
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Comprehensive income |
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|
538,885 |
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Cash dividends ($0.12 per common
share) |
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(336,673 |
) |
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(336,673 |
) |
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March 31, 2005 |
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$ |
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|
$ |
20,315,087 |
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|
$ |
1,349,723 |
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|
$ |
1,497,093 |
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|
$ |
25,211 |
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|
$ |
20,192,928 |
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|
December 31, 2005 |
|
$ |
|
|
|
$ |
22,077,627 |
|
|
$ |
1,173,050 |
|
|
$ |
(1,692,964 |
) |
|
$ |
(51,919 |
) |
|
$ |
21,505,794 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income: |
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|
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|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Net income |
|
|
|
|
|
|
|
|
|
|
865,436 |
|
|
|
|
|
|
|
|
|
|
|
865,436 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net unrealized loss on securities
(net of tax benefit of $43,754) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(74,500 |
) |
|
|
(74,500 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
790,936 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
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|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation expense |
|
|
|
|
|
|
8,227 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,227 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends ($0.15 per common
share) |
|
|
|
|
|
|
|
|
|
|
(463,839 |
) |
|
|
|
|
|
|
|
|
|
|
(463,839 |
) |
|
|
|
|
|
|
|
|
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|
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|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2006 |
|
$ |
|
|
|
$ |
22,085,854 |
|
|
$ |
1,574,647 |
|
|
$ |
1,692,964 |
|
|
$ |
126,419 |
|
|
$ |
21,841,118 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
5
BANK OF SOUTH CAROLINA CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
2006 |
|
|
2005 |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
865,436 |
|
|
$ |
586,903 |
|
Adjustments to reconcile net income to net
cash provided by operating activities: |
|
|
|
|
|
|
|
|
Depreciation |
|
|
57,950 |
|
|
|
74,016 |
|
Net accretion of unearned
discounts on investments |
|
|
(142,957 |
) |
|
|
(184,090 |
) |
Provision for loan losses |
|
|
60,000 |
|
|
|
|
|
Increase in accrued interest receivable
and other assets |
|
|
(260,080 |
) |
|
|
(209,249 |
) |
Increase in accrued interest payable
and other liabilities |
|
|
328,376 |
|
|
|
280,337 |
|
Gain on sale of fixed asset |
|
|
|
|
|
|
2,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
908,725 |
|
|
|
549,917 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Purchase of investment securities available for sale |
|
|
(12,077,865 |
) |
|
|
(13,812,633 |
) |
Maturities and sales of investment securities available for sale |
|
|
18,000,000 |
|
|
|
24,000,000 |
|
Net decrease (increase) in loans |
|
|
2,264,809 |
|
|
|
(13,024,950 |
) |
Purchase of premises and equipment |
|
|
(11,792 |
) |
|
|
(25,189 |
) |
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities |
|
|
8,175,152 |
|
|
|
(2,862,772 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Net increase in deposit accounts |
|
|
23,530,041 |
|
|
|
18,150,956 |
|
Net decrease in short-term borrowings |
|
|
(1,927,353 |
) |
|
|
(326,557 |
) |
Dividends paid |
|
|
(463,839 |
) |
|
|
(308,617 |
) |
Stock-based compensation expense |
|
|
8,227 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities |
|
|
21,147,076 |
|
|
|
17,515,782 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
|
|
30,230,953 |
|
|
|
15,202,927 |
|
Cash and cash equivalents, beginning of period |
|
|
20,272,566 |
|
|
|
23,857,379 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period |
|
$ |
50,503,519 |
|
|
$ |
39,060,306 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow data: |
|
|
|
|
|
|
|
|
Cash paid during the period for: |
|
|
|
|
|
|
|
|
Interest |
|
$ |
958,362 |
|
|
$ |
376,218 |
|
|
|
|
|
|
|
|
Income taxes |
|
$ |
48,998 |
|
|
$ |
48,189 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure for non-cash investing and financing activity: |
|
|
|
|
|
|
|
|
Change in dividends payable |
|
$ |
|
|
|
$ |
28,056 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in unrealized loss on available for sale
securities |
|
$ |
(74,500 |
) |
|
$ |
(48,018 |
) |
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
6
BANK OF SOUTH CAROLINA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
March 31, 2006
NOTE 1: Basis of Presentation
Bank of South Carolina Corporation (the Company) was organized as a South Carolina corporation on
April 17, 1995, as a one-bank holding company. The Company, through its bank subsidiary, The Bank
of South Carolina (the Bank), provides a full range of banking services including the taking of
demand and time deposits and the making of commercial, consumer and mortgage loans. The Bank
currently has four locations, two in Charleston, South Carolina, one in Summerville, South Carolina
and one in Mt. Pleasant, South Carolina. The consolidated financial statements in this report are
unaudited. All adjustments consisting of normal recurring accruals which are, in the opinion of
management, necessary for fair presentation of the interim consolidated financial statements have
been included and fairly and accurately present the financial position, results of operations and
cash flows of the Company. The results of operations for the three months ended March 31, 2006,
are not necessarily indicative of the results which may be expected for the entire year.
The preparation of the consolidated financial statements are in conformity with accounting
principles generally accepted in the United States of America (GAAP) which requires management to
make estimates and assumptions. These estimates and assumptions affect the reported amounts of
assets and liabilities and the disclosure of contingent assets and liabilities at the date of the
financial statements. In addition, they affect the reported amounts of income and expense during
the reporting period. Actual results could differ from these estimates and assumptions.
NOTE 2: Investment Securities
Investment securities classified as Available for Sale are carried at fair value with unrealized
gains and losses excluded from earnings and reported as a separate component of shareholders
equity (net of estimated tax effects). Realized gains or losses on the sale of investments are
based on the specific identification method.
NOTE 3: Stock-Based Compensation
On January 1, 2006, the Company adopted the fair value recognition provisions of Financial
Accounting Standards Board (FASB) Statement of Financial Accounting Standards (SFAS) No.
123(R), Accounting for Stock-Based Compensation, to account for compensation costs under its stock
option plans. The Company previously utilized the intrinsic value method under Accounting
Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (as amended) (APB 25).
Under the intrinsic value method prescribed by APB 25, no compensation costs were recognized for
the Companys stock options because the option exercise price in its plans equals the market price
on the date of grant. Prior to January 1, 2006, the Company only disclosed the pro forma effects
on net income and earnings per share as if the fair value recognition provisions of SFAS 123(R) had
been utilized.
In adopting SFAS No. 123, the Company elected to use the modified prospective method to account for
the transition from the intrinsic value method to the fair value recognition method. Under the
modified prospective method, compensation cost is recognized from the adoption date forward for all
new stock options granted and for any outstanding unvested awards as if the fair value method had
been applied to those awards as of the date of grant. The following table illustrates the effect on
net income and earnings per share as if the fair value based method had been applied to all
outstanding and unvested awards in each period.
7
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2006 |
|
|
2005 |
|
Net income as reported |
|
$ |
865,436 |
|
|
$ |
586,903 |
|
Add: Stock-based employee compensation expense
included in
reported net income, net of related tax effects |
|
|
8,227 |
|
|
|
|
|
Deduct: Total stock-based employee compensation expense
determined under fair value based method for all
awards, net of
related tax effects |
|
|
(8,227 |
) |
|
|
(9,254 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro forma net income including stock-based
compensation cost
based on fair value method |
|
$ |
865,436 |
|
|
|
577,649 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share: |
|
|
|
|
|
|
|
|
Basic-as reported |
|
$ |
.22 |
|
|
$ |
.15 |
|
|
|
|
|
|
|
|
Basic-pro forma |
|
$ |
.22 |
|
|
$ |
.15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted-as reported |
|
$ |
.22 |
|
|
$ |
.15 |
|
|
|
|
|
|
|
|
Diluted-pro forma |
|
$ |
.22 |
|
|
$ |
.15 |
|
|
|
|
|
|
|
|
NOTE 4: Shareholders Equity
A regular quarterly cash dividend of $.15 per share was declared on March 16, 2006 for shareholders
of record at March 31, 2006, payable April 28, 2006. In addition, on April 11, 2006, the Board of
Directors of the Company, declared a 25% stock dividend to shareholders of record April 28, 2006,
payable May 15, 2006. All shares and per share data have been retroactively restated to reflect
the stock dividend. A quarterly dividend of $.14 per share is planned after the 25% stock
distribution is distributed. Income per common share for the quarter ended March 31, 2006 and for
the quarter ended March 31, 2005 was calculated as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FOR THE THREE MONTHS ENDED MARCH 31, 2006 |
|
|
|
INCOME |
|
|
SHARES |
|
|
PER SHARE |
|
|
|
(NUMERATOR) |
|
|
(DENOMINATOR) |
|
|
AMOUNT |
|
Net income |
|
$ |
865,436 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic income available to
common shareholders |
|
$ |
865,436 |
|
|
|
3,865,333 |
|
|
$ |
.22 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of dilutive options |
|
|
|
|
|
|
105,792 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted income available to common
shareholders |
|
$ |
865,436 |
|
|
|
3,971,125 |
|
|
$ |
.22 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FOR THE THREE MONTHS ENDED MARCH 31, 2005 |
|
|
|
INCOME |
|
|
SHARES |
|
|
PER SHARE |
|
|
|
(NUMERATOR) |
|
|
(DENOMINATOR) |
|
|
AMOUNT |
|
Net income |
|
$ |
586,903 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic income available to
common shareholders |
|
$ |
586,903 |
|
|
|
3,857,411 |
|
|
$ |
.15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of dilutive options |
|
|
|
|
|
|
68,211 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted income available to common
shareholders |
|
$ |
586,903 |
|
|
|
3,925,623 |
|
|
$ |
.15 |
|
|
|
|
|
|
|
|
|
|
|
NOTE 5: Comprehensive Income
Comprehensive income is the change in the Companys equity during the period from transactions and
other events and circumstances from non-owner sources. Total comprehensive income is comprised of
net income and net unrealized gains or losses on certain investments in debt securities for the
three months ended March 31, 2006 and 2005 and accumulated other comprehensive income as of March
31, 2006 and 2005 is comprised solely of unrealized gains and losses on certain investments in debt
securities.
Total comprehensive income was $790,936 and $538,885, respectively, for the three months ended
March 31, 2006 and 2005.
NOTE 6: FAS 91 Adoption
During the second quarter of 2005, the Company adopted FASB Statement No. 91 Accounting for
Nonrefundable Fees and Costs Associated with Originating or Acquiring Loans and Initial Direct
Costs of Leases (an amendment of FASB Statements No. 13, 60 and 65 and a rescission of FASB
Statement No. 17). Statement No. 91 establishes the accounting for nonrefundable fees and costs
associated with lending, committing to lend, or purchasing a loan or group of loans. This
statement also specifies the accounting for fees and initial direct costs associated with leasing.
The adoption of FAS No. 91 by the Company in the second quarter resulted in a decrease to interest
income and fees on loans and total loans of $76,000. The $76,000 will be amortized over the lives
of the respective loans.
ITEM 2
MANAGEMENTS DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION
Bank of South Carolina Corporation (the Company) is a financial institution holding company
headquartered in Charleston, South Carolina, with branch operations in Summerville, South Carolina,
Mt. Pleasant, South Carolina and the West Ashley community of Charleston, South Carolina. It
offers a broad range of financial services through its wholly-owned subsidiary, The Bank of South
Carolina (the Bank). The Bank is a state-chartered commercial bank which operates principally in
the counties of Charleston, Dorchester and Berkeley in South Carolina.
The Companys significant accounting policies are discussed in Note 1 to the Consolidated Financial
Statements for the year ended December 31, 2005. Of the significant accounting policies, the
Company considers its policies regarding the allowance for loan losses to be its most subjective
accounting policy due to the significant degree of management judgment. For additional discussion
concerning the Companys
allowance for loan losses and related matters, see Provision for Loan Losses.
9
BALANCE SHEET
LOANS
The Company focuses its lending activities on small and middle market businesses, professionals and
individuals in its geographic markets. At March 31, 2006 outstanding loans totaled $157,070,397,
which equaled 70.95% of total deposits and 64.17% of total assets. The major components of the
loan portfolio were commercial loans and commercial real estate totaling 32.18% and 46.44%,
respectively of total loans. Substantially all loans were to borrowers located in the Companys
market areas in the counties of Charleston, Dorchester and Berkley in South Carolina. The
breakdown of total loans by type and the respective percentage of total loans are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
|
2005 |
|
Commercial loans |
|
$ |
50,567,778 |
|
|
$ |
46,791,079 |
|
|
$ |
50,154,880 |
|
Commercial real estate |
|
|
72,983,250 |
|
|
|
64,425,862 |
|
|
|
75,204,175 |
|
Residential mortgage |
|
|
12,473,409 |
|
|
|
12,725,583 |
|
|
|
12,722,085 |
|
Mortgage loans held for sale |
|
|
2,620,799 |
|
|
|
3,621,634 |
|
|
|
3,330,312 |
|
Consumer loans |
|
|
4,244,136 |
|
|
|
4,935,407 |
|
|
|
4,435,057 |
|
Personal banklines |
|
|
14,016,074 |
|
|
|
9,382,450 |
|
|
|
13,327,532 |
|
Other |
|
|
247,729 |
|
|
|
251,697 |
|
|
|
258,575 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
157,153,175 |
|
|
$ |
142,133,712 |
|
|
$ |
159,432,616 |
|
Deferred loan fees (net) |
|
|
(82,778 |
) |
|
|
|
|
|
|
(93,966 |
) |
Allowance for loan losses |
|
|
(1,073,731 |
) |
|
|
(1,045,226 |
) |
|
|
(1,017,175 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans, net |
|
$ |
155,996,666 |
|
|
$ |
141,088,486 |
|
|
$ |
158,321,475 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
Percentage of Loans |
|
2006 |
|
|
2005 |
|
|
2005 |
|
Commercial loans |
|
|
32.18 |
|
|
|
32.92 |
|
|
|
31.46 |
|
Commercial real estate |
|
|
46.44 |
|
|
|
45.33 |
|
|
|
47.17 |
|
Residential mortgage |
|
|
7.93 |
|
|
|
8.95 |
|
|
|
7.98 |
|
Mortgage loans held for sale |
|
|
1.67 |
|
|
|
2.55 |
|
|
|
2.09 |
|
Consumer loans |
|
|
2.70 |
|
|
|
3.47 |
|
|
|
2.78 |
|
Personal bank lines |
|
|
8.92 |
|
|
|
6.60 |
|
|
|
8.36 |
|
Other |
|
|
.16 |
|
|
|
.18 |
|
|
|
.16 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
100.00 |
% |
|
|
100.00 |
% |
|
|
100.00 |
% |
Total loans increased $15,019,463 or 10.57% to $157,153,175 at March 31, 2006 from $142,133,712 at
March 31, 2005 and decreased $2,279,441 or 1.43% from $159,432,616 at December 31, 2005. The
increase in loans between March 2005 and March 2006 is primarily due to an increase in commercial
real estate loans of 13.28% and personal banklines of 49.39% as well as an improved local economy
and the funding of outstanding loan commitments. The decrease between December 31, 2005 and March
31, 2006 is primarily due to the payoff of several large loans.
Average loans increased $20,871,570 or 15.23% to $157,904,440 at March 31, 2006 from $137,032,870
at March 31, 2005. Average loans increased $10,509,584 or 6.80% at March 31, 2006 from $147,844,856
at December 31, 2005. Mortgage loans held for sale are not included in the average balances
described above.
10
INVESTMENT SECURITIES AVAILABLE FOR SALE
The Company uses the investment securities portfolio for several purposes. It serves as a vehicle
to manage interest rate and prepayment risk, to generate interest and dividend income from
investment of funds, to provide liquidity to meet funding requirements, and to provide collateral
for pledges on public funds. Investments are classified into three categories (1) Held to Maturity
(2) Trading and (3) Available for Sale. All securities were classified as Available for Sale for
the three months ended March 31, 2006 and March 31, 2005. Management believes that maintaining its
securities in the Available for Sale category provides greater flexibility in the management of the
overall investment portfolio. The average yield on our investments at March 31, 2006 was 4.448%
compared to 3.192% at March 31, 2005. The carrying values of the investments available for sale at
March 31, 2006 and 2005 are as follows:
INVESTMENT PORTFOLIO
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
US Treasury Bills |
|
$ |
5,992,070 |
|
|
$ |
29,781,020 |
|
US Treasury Notes |
|
|
5,974,249 |
|
|
|
1,999,158 |
|
Federal Agency Securities |
|
|
17,824,416 |
|
|
|
1,999,002 |
|
Municipal Securities |
|
|
4,345,739 |
|
|
|
1,740,000 |
|
|
|
|
|
|
|
|
|
|
$ |
34,136,474 |
|
|
$ |
35,519,180 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US Treasury Bills |
|
|
17.55 |
% |
|
|
83.84 |
% |
US Treasury Notes |
|
|
17.50 |
% |
|
|
5.63 |
% |
Federal Agency Securities |
|
|
52.22 |
% |
|
|
5.63 |
% |
Municipal Securities |
|
|
12.73 |
% |
|
|
4.90 |
% |
|
|
|
|
|
|
|
|
|
|
100.00 |
% |
|
|
100.00 |
% |
DEPOSITS
Deposits remain the Companys primary source of funding for loans and investments. Average deposits
provided funding for 67.94% of average earning assets for the three months ended March 31, 2006,
and 65.84% for the three months ended March 31, 2005. The bank encounters strong competition from
other financial institutions as well as consumer and commercial finance companies, insurance
companies and brokerage firms located in the primary service area of the Bank. However, the
percentage of funding provided by deposits has remained stable, and accordingly, the Company has
not had to rely on other sources. The breakdown of total deposits by type and the respective
percentage of total deposits are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
|
2005 |
|
Non-interest bearing demand |
|
$ |
57,988,434 |
|
|
$ |
64,205,475 |
|
|
$ |
58,988,930 |
|
Interest bearing demand |
|
$ |
66,190,566 |
|
|
$ |
37,025,215 |
|
|
$ |
47,109,142 |
|
Money market accounts |
|
$ |
48,788,823 |
|
|
$ |
44,112,226 |
|
|
$ |
45,135,211 |
|
Certificates of deposit
$100,000 and over |
|
$ |
24,283,680 |
|
|
$ |
24,067,489 |
|
|
$ |
22,528,894 |
|
Other time deposits |
|
$ |
12,395,628 |
|
|
$ |
12,362,092 |
|
|
$ |
12,555,221 |
|
Other savings deposits |
|
$ |
11,730,224 |
|
|
$ |
15,448,537 |
|
|
$ |
11,529,916 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Deposits |
|
$ |
221,377,355 |
|
|
$ |
197,221,034 |
|
|
$ |
197,847,314 |
|
11
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of Deposits |
|
March 31, |
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
|
2005 |
|
Non-interest bearing demand |
|
|
26.19 |
% |
|
|
32.56 |
% |
|
|
29.81 |
% |
Interest bearing demand |
|
|
29.90 |
% |
|
|
18.77 |
% |
|
|
23.81 |
% |
Money Market accounts |
|
|
22.04 |
% |
|
|
22.37 |
% |
|
|
22.81 |
% |
Certificates of deposit $100,000
and over |
|
|
10.97 |
% |
|
|
12.20 |
% |
|
|
11.39 |
% |
Other time deposits |
|
|
5.60 |
% |
|
|
6.27 |
% |
|
|
6.35 |
% |
Other savings deposits |
|
|
5.30 |
% |
|
|
7.83 |
% |
|
|
5.83 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Deposits |
|
|
100.00 |
% |
|
|
100.00 |
% |
|
|
100.00 |
% |
Total deposits increased $24,156,321 or 12.25% to $221,377,355 at March 31, 2006 from $197,221,034
at March 31, 2005 and $23,530,041 or 11.89% from $197,847,314 at December 31, 2005. This increase
is due to the success of the Companys business development program as well as an increase in
higher balances maintained by existing customers. During the three months ended March 31, 2006,
the Company had an increase of 40.51% in interest bearing demand deposits and a 78.77% increase
from March 31, 2005. This increase is the result of new accounts and larger balances in existing
accounts. Money market accounts increased 10.60% from $44,112,226 at March 31, 2005 to $48,788,823
at March 31, 2006. There was a decrease of 9.68% in non-interest bearing deposits from $64,205,475
at March 31, 2005 to $57,988,434 at March 31, 2006. This decrease is primarily due to account
transfers from non-interest bearing accounts to interest bearing accounts.
SHORT-TERM BORROWINGS
Short-term borrowings are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
MARCH 31, |
|
|
|
2006 |
|
|
2005 |
|
Securities sold under agreements to repurchase |
|
$ |
|
|
|
$ |
|
|
U.S. Treasury tax and loan deposit notes |
|
|
116,897 |
|
|
|
1,135,372 |
|
Federal funds purchased |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
116,897 |
|
|
$ |
1,135,372 |
|
Short term borrowings averaged approximately $521,453 for the three months ended March 31, 2006,
as compared to $676,685 for the three months ended March 31, 2005. Short term borrowings consist
of demand notes to the U. S. Treasury, securities sold under the agreement to repurchase and
federal funds purchased. Securities sold under agreements to repurchase with customers mature on
demand. There were no securities sold under the agreement to repurchase or federal funds purchased
during the quarter ended March 31, 2006 and 2005, respectively.
Comparison of Three Months Ended March 31, 2006 to Three Months Ended March 31, 2005
The Companys results of operations depends primarily on the level of its net interest income, its
non-interest income and its operating expenses. Net interest income depends upon the volumes,
rates and mix associated with interest earning assets and interest bearing liabilities which result
in the net interest spread. Net income increased $278,533 or 47.46% to $865,436, or basic and
diluted earnings per share
12
of $.22 for the three months ended March 31, 2006, from $586,903, or
basic and diluted earnings per share of $.15 for the three months ended March 31, 2005.
Net Interest Income
Net interest income increased $536,396 or 25.02% to $2,680,200 for the three months ended March 31,
2006, from $2,143,804 for the three months ended March 31, 2005. Total interest and fee income
increased $1,084,461 or 42.44% for the three months ended March 31, 2006, to $3,639,675 from
$2,555,214 for the three months ended March 31, 2005. Average interest earning assets increased
from $189.5 million for the three months ended March 31, 2005, to $208.6 million for the three
months ended March 31, 2006. The yield on interest earning assets increased 161 basis points
between periods to 7.08% for the three months ended March 31, 2006, compared to 5.47% for the same
period in 2005. This increase is primarily due to the increase in the yield on average loans of 144
basis points to 7.96% for the three months ended March 31, 2006, compared to 6.52% for the three
months ended March 31, 2005. Total average commercial loans increased $18,450,056 or 17.52% from
$105,306,268 for the three months ended March 31, 2005, to $123,756,324. There was also an
increase of $4,374,875 in average personal reserve checking and personal banklines from $9,799,448
for the three months ended March 31, 2005, to $14,174,323 for the three months ended March 31,
2006. The interest and fees on loans increased $898,193 or 40.77% to $3,101,174 for the three
months ended March 31, 2006, compared to $2,202,981 for the three months ended March 31, 2005.
Interest and dividends on investment securities increased 44.28% to $395,499 for the three months
ended March 31, 2006 from $274,116 for the three months ended March 31, 2005. This increase is due
to an increase on interest earned on the investment securities. Other interest income increased
$64,885 or 83.06% to $143,002 for the three months ended March 31, 2006 from $78,117 for the three
months ended March 31, 2005. This increase is due to an increase on interest earned on federal
funds sold and larger balances of federal funds sold. The average balance of federal funds sold
for the three months ended March 31, 2006 was $13,381,096 compared to $12,881,963 for the three
months ended March 31, 2005.
Total interest expense increased $548,065 or 133.22% to $959,475 for the three months ended March
31, 2006, from $411,410 for the three months ended March 31, 2005. The increase in interest
expense is primarily due to an increase in average deposits and the average cost of deposits.
Interest on deposits for the three months ended March 31, 2006, was $953,890 compared to $407,578
for the three months ended March 31, 2005, an increase of $546,312 or 134.04%. Total interest
bearing deposits averaged approximately $141.7 million for the three months ended March 31, 2006,
as compared to $124.8 million for the three months ended March 31, 2005. The average cost of
interest bearing deposits was 2.73% and 1.32% for the three months ended March 31, 2005 and 2004,
respectively, an increase of 141 basis points.
Provision for Loan Losses
The provision for loan losses is based on managements and the Loan Committees review and
evaluation of the loan portfolio and general economic conditions on a monthly basis and by the
Board of Directors on a quarterly basis. Managements review and evaluation of the allowance for
loan losses is based on a historical review of the loan portfolio performance, analysis of
individual loans, and additional risk factors that affect the quality and ultimately the
collectibility of the loan portfolio. These risk factors include; loan and credit administration
risk, economic conditions, portfolio risk, loan concentration risk and off balance sheet risk. The
risk factors were added to the loan loss model during the first quarter of 2006. The larger reserve
that this model allows will be established over the next twenty-four to thirty-six months, unless
conditions change. Loans are charged off when, in the opinion of management, they are deemed to be
uncollectible. Recognized losses are charged against the allowance and subsequent recoveries are
added to the allowance.
The allowance for loan losses is subject to periodic evaluation by various regulatory authorities
and may be subject to adjustment based upon information that is available to them at the
time of their examination.
13
All loan relationships are reviewed and classified in accordance with the Companys loan policy.
The Companys classifications are generally based on regulatory definitions of classified assets
for other loans
especially mentioned, substandard loans, doubtful loans and loss loans. The Company annually
reviews its overall Loan Policy.
The allowance for loan losses consists of an estimated reserve for classified loans and an
estimated reserve for unclassified loans. Classified loans are assigned a loss estimate in the
allowance for loan loss model based on their risk grade. The loss estimate is based on regulatory
guidelines which the Company believes is an appropriate measure of the estimated loss on its
classified loans. The loss estimates for classified loans is 5% for other loans especially
mentioned and 15% for substandard loans. The loss estimates for doubtful and loss loans is 50% and
100%, respectively. Unclassified loans are assigned a loss ratio in the allowance for loan loss
model based on the Companys average historical loss experience for the previous five years,
adjusted quarterly. The Company believes the five year historical loss ratio is a reasonable
estimate of the existing losses in the unclassified loan portfolio. In addition, the reserve
includes unclassified past due loans greater than 30 days at 2.5%. During the quarter ending March
31, 2006, the Company reviewed its allowance for loan loss model and made changes to better reflect
the risk in the portfolio. The changes included adding additional risk factors to the model. Loan
and credit administration risk includes collateral documentation, insurance risk and maintenance of
borrowers financial information risks. A risk factor of .0625% was added to the model for each of
the loan and credit administration risk. Economic conditions, international, national and local,
have an impact on the bank and the banks borrowers. Because the economic conditions are often
macroeconomic in nature and cannot be controlled by the bank, a risk factor of .0625% has been
added to the model for this risk. Portfolio risk includes portfolio growth and trends as well as
over margined real estate lending risk. Loans have increased significantly over the past two years
and management is concerned that the lack of seasoning of this increase and its potential risk to
our asset quality. From time to time the Bank extends credit beyond our normal collateral advance
percentages in our real estate lending. An excessive level of this lending practice may result in
additional examiner scrutiny, competitive disadvantages, and potential losses if the collateral
becomes acquired by the Bank. Risk factors of .0625% and .25% have been added to the model for
portfolio growth and trends and over margined real estate lending risks, respectively. The
concentration risk factor includes loan concentration and geographic concentration. As of March
31, 2006, there were only five Standard Industrial Code groups that comprised more that three
percent of our total loans outstanding. Our market area is located along the coast and also
located on an earthquake fault, increasing the chances of a natural disaster which would impact the
Bank and the Banks borrowers. A risk factor of .0625% was added to the model for each of the
concentration risk factors. Off balance sheet risk includes off balance sheet items that are
unfunded amounts under existing approved lines of credit, letters of credit, Automated Clearing
House activity and our potential liability for recourse in the mortgage loans we sell to investors.
A risk factor of .025% has been added to the model for off balance sheet risk.
Based on the evaluation described above, the Company recorded a provision for loan losses of
$60,000 for the quarter ended March 31, 2006, compared to no provision for the quarter ended March
31, 2005. The historical loss ratio used at March 31, 2006 was .205% compared to .216% at March 31,
2005 and was based on a five-year historical average. The Company believes that the five-year
historical average is representative of the loss cycle of their portfolio based on their review of
the timing of large losses and the fact that such losses would not be captured in the average loss
ratio using a period less than five years. Classified assets were $1.3 million at March 31, 2006
compared to $2.1 million at March 31, 2005.
During the quarter ended March 31, 2006, charge-offs totaled $6,455 and no charge-offs were
recorded for the three months ended March 31, 2005. Recoveries of $3,010 were recorded to the
allowance for loan losses during the quarter ended March 31, 2006, resulting in an allowance for
loan
14
losses of $1,073,731 or .68% of total loans at March 31, 2006, compared to $1,017,175 or .64%
of total loans at December 31, 2005 and $1,045,226 or .74% or total loans at March 31, 2005.
The Bank had impaired loans totaling $17,271 as of March 31, 2006, compared to $73,381 as of March
31, 2005. The impaired loans include non-accrual loans with balances at March 31, 2006 and 2005 of
$17,271 and $67,138 respectively. The Bank had one restructured loan totaling $1,864 included in
non-accrual loans at March 31, 2006 and one restructured loan totaling $6,243 at March 31, 2005.
Management does not know of any loans, which will not meet their contractual obligations that are
not
otherwise discussed herein.
The accrual of interest is generally discontinued on loans, which become 90 days past due as to
principal or interest. The accrual of interest on some loans, however, may continue even though
they are 90 days past due if the loans are well secured or in the process of collection and
management deems it appropriate. If non-accrual loans decrease their past due status to less than
30 days for a period of
six months, they are reviewed individually by management to determine if they should be returned to
accrual status. There were no loans over 90 days past due still accruing interest as of March 31,
2006 and 2005.
Net charge-offs were $3,445 for the three months ended March 31, 2006 as compared to net recoveries
of $1,325 for the three months ended March 31, 2005. Uncertainty in the economic outlook still
exists, making charge-off levels in future periods less predictable; however, loss exposure in the
portfolio is identified, reserved and closely monitored to ensure that changes are promptly
addressed in the analysis of reserve adequacy.
The Company had $214,024 unallocated reserves at March 31, 2006 related to other inherent risk in
the portfolio compared to unallocated reserves of $95,635 at March 31, 2005. The increase in
unallocated reserves between periods is primarily due to the changes in the allowance model during
the 1st quarter of 2006, whereby management identified higher risk categories and allocated
additional allowance for loan losses to those categories as discussed above. Management believes
the allowance for loan losses at March 31, 2006, is adequate to cover probable losses in the loan
portfolio; however, assessing the adequacy of the allowance is a process that requires considerable
judgment. Managements judgments are based on numerous assumptions about current events which it
believes to be reasonable, but which may or may not be valid. Thus there can be no assurance that
loan losses in future periods will not exceed the current allowance amount or that future increases
in the allowance will not be required. No assurance can be given that managements ongoing
evaluation of the loan portfolio in light of changing economic conditions and other relevant
circumstances will not require significant future additions to the allowance, thus adversely
affecting the operating results of the Company.
The local real estate market has had significant price appreciation in the last three years and
management is monitoring this.
Other Income
Other income for the three months ended March 31, 2006, decreased $58,151 or 14.76% to $335,707
from $393,858 for the three months ended March 31, 2005. The decrease is primarily due to a
decrease in mortgage banking income of $31,803 or 22.15% to $111,804 for the three months ended
March 31, 2006 as compared to $143,607 for the three months ended March 31, 2005. The decrease is
also due to a decrease in service charges, fees and commissions of $23,947 or 9.90% to $217,934 for
the three months ended March 31, 2006 from $241,881 for the three months ended March 31, 2005. The
service charges on business accounts decreased $12,841 or 27.78% to $33,397 for the three months
ended March 31, 2006, from $46,238 for the three months ended March 31, 2005. The decrease in the
service charges on business accounts was caused by an increase in the earnings credit and an
increase in average balances maintained, which offset the service charges.
15
Other Expense
Bank overhead increased $9,167 or .56% to $1,640,510 for the three months ended March 31, 2006,
from $1,631,343 for the three months ended March 31, 2005. Other operating expenses decreased
$13,007 or 3.30% to $380,986 for the three months ended March 31, 2006, from $393,993 for the three
months ended March 31, 2005. This decrease is primarily due to a decrease in professional fees, due
to a decrease in legal fees. For the three months ended March 31, 2006 salaries and employee
benefits increased $22,707 or 2.42% to $961,767 for the three months ended March 31, 2006, from
$939,060 for the three months ended March 31, 2005. This increase is primarily due to the increase
in salaries and employee benefits as a result of annual merit increases, an increase in health
insurance and an increase in the
ESOP contribution.
Income Tax Expense
For the quarter ended March 31, 2006, the Companys effective tax rate was 34.20% compared to
35.24% during the quarter ended March 31, 2005.
Off Balance Sheet Arrangements
In the normal course of operations, the Company engages in a variety of financial transactions
that, in accordance with generally accepted accounting principles, are not recorded in the
financial statements, or are recorded in amounts that differ from the notional amounts. These
transactions involve, to varying degrees, elements of credit, interest rate, and liquidity risk.
Such transactions are used by the Company for general corporate purposes or for customer needs.
Corporate purpose transactions are used to help manage credit, interest rate and liquidity risk or
to optimize capital. Customer transactions are used to manage customers requests for funding.
The Companys off-balance sheet arrangements, consist principally of commitments to extend credit
described below. At March 31, 2006 and 2005, the Company had no interests in non-consolidated
special purpose entities.
Commitments to extend credit are agreements to lend to a customer as long as there is no violation
of any condition established in the contract. Commitments generally have fixed expiration dates or
other termination clauses and may require payment of a fee. Since many of the commitments are
expected to expire without being drawn upon, the total commitment amounts do not necessarily
represent future cash requirements. The amount of collateral obtained if deemed necessary by the
Company upon extension of credit is based on managements credit evaluation of the borrower.
Collateral held varies, but may include accounts receivable, negotiable instruments, inventory,
property, plant and equipment, and real estate. Commitments to extend credit, including unused
lines of credit, amounted to $45,444,498 and $47,518,191 at March 31, 2006 and 2005 respectively.
Standby letters of credit represent an obligation of the Company to a third party contingent upon
the failure of the Companys customer to perform under the terms of an underlying contract with the
third party or obligates the Company to guarantee or stand as surety for the benefit of the third
party. The underlying contract may entail either financial or nonfinancial obligations and may
involve such things as the shipment of goods, performance of a contract, or repayment of an
obligation. Under the terms of a standby letter, generally drafts will be drawn only when the
underlying event fails to occur as intended. The Company can seek recovery of the amounts paid
from the borrower. The majority of these standby letters of credit are unsecured. Commitments under
standby letters of credit are usually for one year or less. At March 31, 2006, and 2005, the
Company has recorded no liability for the current carrying amount of the obligation to perform as a
guarantor, as such amounts are not considered material. The maximum potential amount of
undiscounted future payments related to standby letters of credit at March 31, 2006 and 2005 was
$634,402 and $410,374 respectively.
The Company originates certain fixed rate residential loans and commits these loans for sale. The
commitments to originate fixed rate residential loans and the sale commitments are freestanding
16
derivative instruments. The fair value of the commitments to originate fixed rate conforming loans
was not significant at March 31, 2006. The Company has forward sales commitments, totaling $2.6
million at March 31, 2006, to sell loans held for sale of $2.6 million. The fair value of these
commitments was not significant at March 31, 2006. The Company has no embedded derivative
instruments requiring separate accounting treatment.
Liquidity
The Company must maintain an adequate liquidity position in order to respond to the short-term
demand for funds caused by withdrawals from deposit accounts, extensions of credit and for the
payment of operating expenses. Primary liquid assets of the Company are cash and due from banks,
federal funds
sold, investments available for sale, other short-term investments and mortgage loans held for
sale. The Companys primary liquid assets accounted for 34.50% and 33.98% of total assets at March
31, 2006 and 2005, respectively. This increase is due to an increase in federal funds sold of
39.71%. Proper liquidity management is crucial to ensure that the Company is able to take advantage
of new business opportunities as well as meet the credit needs of its existing customers.
Investment securities are an important tool in the Companys liquidity management. Securities
classified as available for sale may be sold in response to changes in interest rates and liquidity
needs. All of the securities presently owned by the Bank are classified as available for sale. At
March 31, 2006, the Bank had unused short-term lines of credit totaling approximately $18,500,000
(which are withdrawable at the lenders option). Additional sources of funds available to the Bank
for additional liquidity needs include borrowing on a short-term basis from the Federal Reserve
System, increasing deposits by raising interest rates paid and selling mortgage loans for sale.
The Companys core deposits consist of non-interest bearing accounts, NOW accounts, money market
accounts, time deposits and savings accounts. The Company closely monitors its reliance on
certificates of deposit greater than $100,000. The Companys management believes its liquidity
sources are adequate to meet its operating needs and does not know of any trends, events or
uncertainties that may result in a significant adverse effect on the Companys liquidity position.
At March 31, 2006 and 2005, the Banks liquidity ratio was 33.33% and 31.09%, respectively. This
increase is primarily due to an increase in federal funds sold and investment securities available
for sale funded by an increase in deposits.
Capital Resources
The capital needs of the Company have been met to date through the $10,600,000 in capital raised in
the Banks initial offering, the retention of earnings less dividends paid and the exercise of
stock options for total shareholders equity at March 31, 2006, of $21,841,118. The rate of asset
growth since the Banks inception has not negatively impacted this capital base. The risk-based
capital guidelines for financial institutions are designed to highlight differences in risk
profiles among financial institutions and to account for off balance sheet risk. The guidelines
established require a risk based capital ratio of 8% for bank holding companies and banks. The
risk based capital ratio at March 31, 2006, for the Bank is 11.83% and at March 31, 2005 was
12.98%. The Companys management does not know of any trends, events or uncertainties that may
result in the Companys capital resources materially increasing or decreasing.
The Company and the Bank are subject to various regulatory capital requirements administered by the
federal banking agencies. Failure to meet minimum capital requirements can initiate certain
mandatory and possibly additional discretionary actions by regulators that, if undertaken,
could have a material effect on the financial statements. Under capital adequacy guidelines and the
regulatory framework for prompt corrective action, the Company and the Bank must meet specific
capital guidelines that involve quantitative measures of the Companys and the Banks assets,
liabilities and certain off-balance sheet items as calculated under regulatory accounting
practices. The Companys and the Banks 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
the
17
Bank to maintain minimum amounts and ratios of total and Tier 1 capital to risk-weighted assets
and to average assets. Management believes, as of March 31, 2006, that the Company and the Bank
meet all capital adequacy requirements to which they are subject.
At March 31, 2006 and 2005, the Company and the Bank are categorized as well capitalized under
the regulatory framework for prompt corrective action. To be categorized as well capitalized the
Company and the Bank must maintain minimum total risk based, Tier 1 risk based and Tier 1 leverage
ratios of 10%, 6% and 5% and to be categorized as adequately capitalized, the Company and the
Bank must maintain
minimum total risk based, Tier 1 risk based and Tier 1 leverage ratios of 8%, 4% and 4%,
respectively. There are no current conditions or events that management believes would change the
Companys or the Banks category.
Accounting and Reporting Changes
In December 2004, the FASB issued Statement No. 123 (revised December 2004), Share-Based
Statement. Statement 123R sets accounting requirements for share-based compensation to
employees, including employee-stock-purchase-plans (ESPPs). It carries forward prior guidance on
accounting for awards to nonemployees. Accounting for employee-stock-ownership-plan transactions
(ESOPs) will continue to be accounted for in accordance with SOP 93-6. Awards to most nonemployee
directors will be accounted for as employee awards. Statement 123R replaces FASB Statements No.
123, Accounting for Stock-Based Compensation, and supersedes APB Opinion No. 25, Accounting for
Stock Issued to Employees. The Company adopted FAS 123R during the first quarter ending March 31,
2006 and recorded an expense of $8,227 in salaries for the unvested awards granted to employees
prior to the effective date.
In February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial
Instrumentsan amendment of FASB Statements No. 133 and 140. This Statement amends SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities, and SFAS No. 140, Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. This Statement
resolves issues addressed in SFAS No. 133 Implementation Issue No. D1, Application of Statement
133 to Beneficial Interests in Securitized Financial Assets. SFAS No. 155 is effective for all
financial instruments acquired or issued after the beginning of an entitys first fiscal year that
begins after September 15, 2006. The Company does not believe that the adoption of SFAS No. 155
will have a material impact on its financial position, results of operations and cash flows.
In March 2006, the FASB issued SFAS No. 156, Accounting for Servicing of Financial Assetsan
amendment of FASB Statement No. 140. This Statement amends FASB No. 140, Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, with respect to
the accounting for separately recognized servicing assets and servicing liabilities. SFAS No. 156
requires an entity to recognize a servicing asset or servicing liability each time it undertakes an
obligation to service a financial asset by entering into a servicing contract; requires all
separately recognized servicing assets and servicing liabilities to be initially measured at fair
value, if practicable; permits an entity to choose its subsequent measurement methods for each
class of separately recognized servicing assets and servicing liabilities; at its initial adoption,
permits a one-time reclassification of available-for-sale securities to trading securities by
entities with recognized servicing rights, without calling into question the treatment of other
available-for-sale securities under Statement 115, provided that the available-for-sale securities
are identified in some manner as offsetting the entitys exposure to changes in fair value of
servicing assets or servicing liabilities that a servicer elects to subsequently measure at fair
value; and requires separate presentation of servicing assets and servicing liabilities
subsequently measured at fair value in the statement of financial position and additional
disclosures for all separately recognized servicing assets and servicing liabilities. An entity
should adopt SFAS No. 156 as of the beginning of its first fiscal year that begins after September
15, 2006. The Company does note believe the adoption of SFAS No. 156 will have a material impact on
its financial position, results of operations and cash flows.
18
Effect of Inflation and Changing Prices
The consolidated financial statements have been prepared in accordance with generally accepted
accounting principles which require the measurement of financial position and results of operations
in terms of historical dollars without consideration of changes in relative purchasing power over
time due to inflation.
Unlike most other industries, virtually all the assets and liabilities of a financial institution
are monetary in nature. As a result, interest rates generally have a more significant impact on a
financial institutions performance than does the effect of inflation.
ITEM 3
CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures and internal controls and procedures for
financial reporting
An evaluation was carried out under the supervision and with the participation of Bank of South
Carolina Corporations management, including its Principal Executive Officer and the Executive Vice
President and Treasurer, of the effectiveness of Bank of South Carolina Corporations disclosure
controls and procedures as of March 31, 2006. Based on that evaluation, Bank of South Carolina
Corporations management, including the Chief Executive Officer and Executive Vice President and
Treasurer, has concluded that Bank of South Carolina Corporations disclosure controls and
procedures are effective. During the period ending March 31, 2006, there was no change in Bank of
South Carolina Corporations internal control over financial reporting that has materially affected
or is reasonably likely to materially affect, Bank of South Carolina Corporations internal control
over financial reporting.
The Company established a Disclosure Committee on December 20, 2002, made up of the President and
Chief Executive Officer, Executive Vice President and Secretary, Executive Vice President and
Treasurer, Senior Vice President (Operations), Assistant Vice President (Audit Compliance Officer),
Accounting Officer and Senior Vice President (Credit Department). In July 2005, the Executive Vice
President and Secretary retired and was replaced by an Executive Vice President. The Senior Vice
President (Credit Department) is on extended medical leave. This Committee meets quarterly to
review the 10QSB and the 10KSB, to assure that the financial statements, Securities and Exchange
Commission filings and all public releases are free of any material misstatements and correctly
reflect the financial position, results of operations and cash flows of the Company. This
committee also assures that the Company is in compliance with the Sarbanes-Oxley Act.
The Disclosure Committee establishes a calendar each year to assure that all filings are reviewed
and filed in a proper manner. The calendar includes the dates of the Disclosure Committee
meetings, the dates that the 10QSB and the 10KSB are sent to our independent accountants and to our
independent counsel for review as well as the date for the Audit Committee of the Board of
Directors to review the reports.
PART II OTHER INFORMATION
Item 1. Legal Proceedings
The Company and its subsidiary from time to time are involved as plaintiff or defendant in various
legal actions incident to its business. These actions are not believed to be material either
individually or collectively to the consolidated financial condition of the Company or its
subsidiary.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
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Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
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The Consolidated Financial Statements are included in this Form 10-QSB and listed on pages as
indicated. |
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Page |
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(1)
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Consolidated Balance Sheets
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3 |
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(2)
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Consolidated Statements of Operations for the three months ended March 31, 2006 and 2005
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4 |
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(3)
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Consolidated Statements of Shareholders Equity and Comprehensive Income
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5 |
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(4)
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Consolidated Statements of Cash Flows
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6 |
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(5)
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Notes to Consolidated Financial Statements
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7-9 |
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2.0
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Plan of Reorganization (Filed with 1995 10-KSB) |
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3.0
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Articles of Incorporation of the Registrant (Filed with 1995 10-KSB) |
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3.1
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By-laws of the Registrant (Filed with 1995 10-KSB) |
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4.0
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2006 Proxy Statement (Filed with 2006 10-KSB) |
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10.0
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Lease Agreement for 256 Meeting Street (Filed with 1995 10-KSB) |
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10.1
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Sublease Agreement for Parking
Facilities at 256 Meeting Street (Filed with 1995 10-KSB) |
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10.2
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Lease Agreement for 100 N. Main Street, Summerville, SC (Filed with 1995 10-KSB)
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10.3
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Lease Agreement for 1337 Chuck Dawley Blvd., Mt. Pleasant, SC (Filed with 1995 10-KSB) |
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31.1
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Certification of Principal Executive Officer pursuant to 15 U.S.C. 78m(a) or 78 o(d)
(Section 302 of the Sarbanes-Oxley Act of 2002) |
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31.2
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Certification of Principal Financial Officer Pursuant to 15 U.S.C. 78m(a) or 78 o(d)
(Section 302 of the Sarbanes-Oxley Act of 2002) |
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32.1
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Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350 (Section 906 of
the Sarbanes-Oxley Act of 2002) |
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32.2
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Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350 (Section
906 of the Sarbanes-Oxley Act of 2002) |
3. |
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Reports on Form 8-K: |
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Form 8-K dated March 6, 2006 furnishing under Item 4.01 Changes in Registrants Certifying
Accountant. |
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Form 8-K dated March 16, 2006 furnishing under Item 8.01 Bank of South Carolina Corporations
$.15 per share stock dividend. |
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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.
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BANK OF SOUTH CAROLINA CORPORATION |
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May 3, 2006 |
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BY:
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/s/ Hugh C. Lane, Jr. |
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Hugh C. Lane, Jr.
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President and Chief Executive Officer |
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BY:
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/s/ William L. Hiott, Jr. |
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William L. Hiott, Jr.
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Executive Vice President & Treasurer |
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