First Charter Corporation
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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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 June 30, 2006
OR
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|
o |
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number 0-15829
FIRST CHARTER CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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North Carolina
(State or Other Jurisdiction of
Incorporation or Organization)
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56-1355866
(I.R.S. Employer
Identification No.) |
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10200 David Taylor Drive, Charlotte, NC
(Address of Principal Executive Offices)
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28262-2373
(Zip Code) |
Registrants telephone number, including area code (704) 688-4300
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated
filer in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer o Accelerated Filer þ Non-Accelerated Filer 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 þ
As
of August 8, 2006 the Registrant had outstanding 31,193,480 shares of Common Stock, no par
value.
First Charter Corporation
Form 10-Q for the Quarterly Period Ended June 30, 2006
INDEX
2
PART 1. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
First Charter Corporation and Subsidiaries
Consolidated Balance Sheets
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|
|
|
|
|
|
|
|
|
June 30, |
|
December 31, |
|
|
2006 |
|
2005 |
|
(Dollars in thousands, except share data) |
|
(Unaudited) |
|
|
|
|
|
Assets: |
|
|
|
|
|
|
|
|
Cash and due from banks |
|
$ |
115,557 |
|
|
$ |
119,080 |
|
Federal funds sold |
|
|
2,347 |
|
|
|
2,474 |
|
Interest bearing bank deposits |
|
|
13,432 |
|
|
|
3,998 |
|
|
Cash and cash equivalents |
|
|
131,336 |
|
|
|
125,552 |
|
|
Securities available for sale (cost of $913,016 and $917,710;
carrying amount of pledged collateral $539,550 and $557,132) |
|
|
884,370 |
|
|
|
899,111 |
|
Loans held for sale |
|
|
8,382 |
|
|
|
6,447 |
|
|
|
|
|
|
|
|
|
|
Loans |
|
|
3,072,346 |
|
|
|
2,945,918 |
|
Less: Unearned income |
|
|
(58 |
) |
|
|
(173 |
) |
Allowance for loan losses |
|
|
(29,520 |
) |
|
|
(28,725 |
) |
|
Loans, net |
|
|
3,042,768 |
|
|
|
2,917,020 |
|
|
Premises and equipment, net |
|
|
107,244 |
|
|
|
106,773 |
|
Goodwill and other intangible assets |
|
|
22,025 |
|
|
|
21,897 |
|
Other assets |
|
|
167,149 |
|
|
|
155,620 |
|
|
Total assets |
|
$ |
4,363,274 |
|
|
$ |
4,232,420 |
|
|
|
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
Deposits, domestic: |
|
|
|
|
|
|
|
|
Noninterest bearing demand |
|
$ |
449,732 |
|
|
$ |
429,758 |
|
Interest bearing |
|
|
2,539,070 |
|
|
|
2,369,721 |
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|
Total deposits |
|
|
2,988,802 |
|
|
|
2,799,479 |
|
|
Federal funds purchased and securities sold under
agreements to repurchase |
|
|
219,823 |
|
|
|
312,283 |
|
Commercial paper and other short-term borrowings |
|
|
133,057 |
|
|
|
198,432 |
|
Long-term debt |
|
|
642,827 |
|
|
|
557,859 |
|
Other liabilities |
|
|
41,830 |
|
|
|
40,772 |
|
|
Total liabilities |
|
|
4,026,339 |
|
|
|
3,908,825 |
|
|
|
|
|
|
|
|
|
|
|
Shareholders equity: |
|
|
|
|
|
|
|
|
Preferred stock no par value; authorized 2,000,000 shares; no shares
issued and outstanding |
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|
|
|
|
|
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|
Common stock no par value; authorized 100,000,000 shares;
issued and outstanding 31,120,421 and 30,736,936 shares |
|
|
141,388 |
|
|
|
133,408 |
|
Common stock held in Rabbi Trust for deferred compensation |
|
|
(1,051 |
) |
|
|
(893 |
) |
Deferred compensation payable in common stock |
|
|
1,051 |
|
|
|
893 |
|
Retained earnings |
|
|
212,881 |
|
|
|
201,442 |
|
Accumulated other comprehensive loss: |
|
|
|
|
|
|
|
|
Unrealized loss on securities available for sale, net |
|
|
(17,334 |
) |
|
|
(11,255 |
) |
|
Total shareholders equity |
|
|
336,935 |
|
|
|
323,595 |
|
|
Total liabilities and shareholders equity |
|
$ |
4,363,274 |
|
|
|
$4,232,420 |
|
|
See accompanying notes to consolidated financial statements.
3
First Charter Corporation and Subsidiaries
Consolidated Statements of Income
(Unaudited)
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
For the Three Months |
|
For the Six Months |
|
|
Ended June 30 |
|
Ended June 30 |
(Dollars in thousands, except share and per share data) |
|
2006 |
|
2005 |
|
2006 |
|
2005 |
|
Interest income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans |
|
$ |
54,123 |
|
|
$ |
41,965 |
|
|
$ |
104,383 |
|
|
$ |
78,411 |
|
Securities |
|
|
9,522 |
|
|
|
13,601 |
|
|
|
18,833 |
|
|
|
28,385 |
|
Federal funds sold and interest bearing bank deposits |
|
|
97 |
|
|
|
38 |
|
|
|
172 |
|
|
|
90 |
|
|
Total interest income |
|
|
63,742 |
|
|
|
55,604 |
|
|
|
123,388 |
|
|
|
106,886 |
|
|
Interest expense: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits |
|
|
18,343 |
|
|
|
12,210 |
|
|
|
34,905 |
|
|
|
22,724 |
|
Federal funds purchased and securities
sold under agreements to repurchase |
|
|
3,114 |
|
|
|
2,801 |
|
|
|
5,921 |
|
|
|
4,127 |
|
Federal Home Loan Bank and other borrowings |
|
|
9,638 |
|
|
|
9,304 |
|
|
|
17,825 |
|
|
|
18,171 |
|
|
Total interest expense |
|
|
31,095 |
|
|
|
24,314 |
|
|
|
58,651 |
|
|
|
45,022 |
|
|
Net interest income |
|
|
32,647 |
|
|
|
31,290 |
|
|
|
64,737 |
|
|
|
61,864 |
|
Provision for loan losses |
|
|
880 |
|
|
|
2,878 |
|
|
|
2,399 |
|
|
|
4,778 |
|
|
Net interest income after provision for loan losses |
|
|
31,767 |
|
|
|
28,412 |
|
|
|
62,338 |
|
|
|
57,086 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service charges on deposit accounts |
|
|
7,469 |
|
|
|
7,061 |
|
|
|
14,167 |
|
|
|
13,297 |
|
Wealth management income |
|
|
1,535 |
|
|
|
1,596 |
|
|
|
3,199 |
|
|
|
3,176 |
|
Gain (loss) on sale of securities |
|
|
32 |
|
|
|
18 |
|
|
|
32 |
|
|
|
(31 |
) |
Gain (loss) from equity method investments |
|
|
11 |
|
|
|
(174 |
) |
|
|
556 |
|
|
|
(232 |
) |
Mortgage services income |
|
|
916 |
|
|
|
817 |
|
|
|
1,724 |
|
|
|
1,211 |
|
Brokerage services income |
|
|
692 |
|
|
|
793 |
|
|
|
1,403 |
|
|
|
1,595 |
|
Insurance services income |
|
|
2,857 |
|
|
|
3,099 |
|
|
|
7,147 |
|
|
|
6,611 |
|
Bank owned life insurance |
|
|
850 |
|
|
|
1,762 |
|
|
|
1,677 |
|
|
|
2,589 |
|
Gain on sale of properties |
|
|
107 |
|
|
|
188 |
|
|
|
188 |
|
|
|
717 |
|
ATM & debit card income |
|
|
2,117 |
|
|
|
1,719 |
|
|
|
4,015 |
|
|
|
3,169 |
|
Other |
|
|
654 |
|
|
|
438 |
|
|
|
1,373 |
|
|
|
1,029 |
|
|
Total noninterest income |
|
|
17,240 |
|
|
|
17,317 |
|
|
|
35,481 |
|
|
|
33,131 |
|
|
|
Noninterest expense: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and employee benefits |
|
|
16,824 |
|
|
|
15,908 |
|
|
|
34,517 |
|
|
|
31,477 |
|
Occupancy and equipment |
|
|
4,887 |
|
|
|
4,687 |
|
|
|
9,657 |
|
|
|
9,068 |
|
Data processing |
|
|
1,491 |
|
|
|
1,333 |
|
|
|
2,944 |
|
|
|
2,654 |
|
Marketing |
|
|
1,196 |
|
|
|
1,065 |
|
|
|
2,484 |
|
|
|
2,145 |
|
Postage and supplies |
|
|
1,328 |
|
|
|
1,187 |
|
|
|
2,559 |
|
|
|
2,395 |
|
Professional services |
|
|
2,305 |
|
|
|
1,984 |
|
|
|
4,255 |
|
|
|
3,897 |
|
Telephone |
|
|
528 |
|
|
|
551 |
|
|
|
1,107 |
|
|
|
1,079 |
|
Amortization of intangibles |
|
|
154 |
|
|
|
126 |
|
|
|
304 |
|
|
|
257 |
|
Other |
|
|
2,723 |
|
|
|
2,523 |
|
|
|
5,121 |
|
|
|
5,261 |
|
|
Total noninterest expense |
|
|
31,436 |
|
|
|
29,364 |
|
|
|
62,948 |
|
|
|
58,233 |
|
|
Income before income taxes |
|
|
17,571 |
|
|
|
16,365 |
|
|
|
34,871 |
|
|
|
31,984 |
|
Income tax expense |
|
|
6,025 |
|
|
|
5,085 |
|
|
|
11,881 |
|
|
|
10,395 |
|
|
Net income |
|
$ |
11,546 |
|
|
$ |
11,280 |
|
|
$ |
22,990 |
|
|
$ |
21,589 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.37 |
|
|
$ |
0.37 |
|
|
$ |
0.74 |
|
|
$ |
0.71 |
|
Diluted |
|
$ |
0.37 |
|
|
$ |
0.37 |
|
|
$ |
0.74 |
|
|
$ |
0.71 |
|
Weighted average shares: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
31,058,858 |
|
|
|
30,409,307 |
|
|
|
30,959,711 |
|
|
|
30,285,244 |
|
Diluted |
|
|
31,339,325 |
|
|
|
30,679,636 |
|
|
|
31,249,049 |
|
|
|
30,607,931 |
|
See accompanying notes to consolidated financial statements.
4
First Charter Corporation and Subsidiaries
Consolidated Statements of Shareholders Equity
(Unaudited)
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
held in Rabbi |
|
Deferred |
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
Trust for |
|
Compensation |
|
|
|
|
|
Other |
|
|
|
|
Common Stock |
|
Deferred |
|
Payable in |
|
Retained |
|
Comprehensive |
|
|
(Dollars in thousands, except share data) |
|
Shares |
|
Amount |
|
Compensation |
|
Common Stock |
|
Earnings |
|
Income (Loss) |
|
Total |
|
Balance, December 31, 2004 |
|
|
30,054,256 |
|
|
$ |
121,464 |
|
|
$ |
(808 |
) |
|
$ |
808 |
|
|
$ |
198,085 |
|
|
$ |
(4,862 |
) |
|
$ |
314,687 |
|
Comprehensive loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21,589 |
|
|
|
|
|
|
|
21,589 |
|
Unrealized loss on securities available
for sale, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,961 |
) |
|
|
(5,961 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,628 |
|
Common stock purchased by Rabbi Trust
for deferred compensation |
|
|
|
|
|
|
|
|
|
|
(48 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(48 |
) |
Deferred compensation payable
in common stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
48 |
|
|
|
|
|
|
|
|
|
|
|
48 |
|
Cash dividends declared |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11,140 |
) |
|
|
|
|
|
|
(11,140 |
) |
Stock options exercised and Dividend
Reinvestment Plan stock issued |
|
|
464,778 |
|
|
|
8,175 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,175 |
|
Shares issed in connection with business
acquisition |
|
|
3,117 |
|
|
|
84 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
84 |
|
Restricted stock issued |
|
|
11,400 |
|
|
|
264 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
264 |
|
|
Balance, June 30, 2005 |
|
|
30,533,551 |
|
|
$ |
129,987 |
|
|
$ |
(856 |
) |
|
$ |
856 |
|
|
$ |
208,534 |
|
|
$ |
(10,823 |
) |
|
$ |
327,698 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2005 |
|
|
30,736,936 |
|
|
$ |
133,408 |
|
|
$ |
(893 |
) |
|
$ |
893 |
|
|
$ |
201,442 |
|
|
$ |
(11,255 |
) |
|
$ |
323,595 |
|
Comprehensive loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,990 |
|
|
|
|
|
|
|
22,990 |
|
Unrealized loss on securities available
for sale, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,079 |
) |
|
|
(6,079 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,911 |
|
Common stock purchased by Rabbi Trust
for deferred compensation |
|
|
|
|
|
|
|
|
|
|
(158 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(158 |
) |
Deferred compensation payable
in common stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
158 |
|
|
|
|
|
|
|
|
|
|
|
158 |
|
Cash dividends declared |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11,551 |
) |
|
|
|
|
|
|
(11,551 |
) |
Stock options exercised and Dividend
Reinvestment Plan stock issued |
|
|
279,439 |
|
|
|
4,474 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,474 |
|
Shares issed in connection with business
acquisition |
|
|
14,463 |
|
|
|
362 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
362 |
|
Restricted stock issued |
|
|
89,583 |
|
|
|
2,121 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,121 |
|
Tax benefit from employees stock option
and restricted stock plans |
|
|
|
|
|
|
328 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
328 |
|
Stock-based compensation |
|
|
|
|
|
|
695 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
695 |
|
|
Balance, June 30, 2006 |
|
|
31,120,421 |
|
|
$ |
141,388 |
|
|
$ |
(1,051 |
) |
|
$ |
1,051 |
|
|
$ |
212,881 |
|
|
$ |
(17,334 |
) |
|
$ |
336,935 |
|
|
See accompanying notes to consolidated financial statements.
5
First Charter Corporation and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
Six Months |
|
|
Ended June 30 |
|
(Dollars in thousands) |
|
2006 |
|
2005 |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
22,990 |
|
|
$ |
21,589 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
Provision for loan losses |
|
|
2,399 |
|
|
|
4,778 |
|
Depreciation |
|
|
4,761 |
|
|
|
4,897 |
|
Amortization of intangibles |
|
|
304 |
|
|
|
257 |
|
Stock-based compensation expense |
|
|
1,068 |
|
|
|
124 |
|
Premium amortization and discount accretion, net |
|
|
579 |
|
|
|
1,218 |
|
Net (gain) loss on securities available for sale transactions |
|
|
(32 |
) |
|
|
31 |
|
Net (gain) loss on sale of foreclosed assets |
|
|
(89 |
) |
|
|
34 |
|
Write-downs on foreclosed assets |
|
|
355 |
|
|
|
128 |
|
(Gain) loss from equity method investments |
|
|
(556 |
) |
|
|
232 |
|
Net gain on sale property |
|
|
(188 |
) |
|
|
(717 |
) |
Payment on BOLI claims |
|
|
|
|
|
|
(925 |
) |
Origination of mortgage loans held for sale |
|
|
(93,448 |
) |
|
|
(66,935 |
) |
Proceeds from sale of mortgage loans held for sale |
|
|
91,514 |
|
|
|
64,102 |
|
Change in cash surrender value of bank owned life insurance |
|
|
1,677 |
|
|
|
(973 |
) |
Change in other assets |
|
|
(5,579 |
) |
|
|
2,509 |
|
Change in other liabilities |
|
|
406 |
|
|
|
(7,009 |
) |
|
Net cash provided by operating activities |
|
|
26,161 |
|
|
|
23,340 |
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Proceeds from sales of securities available for sale |
|
|
24,603 |
|
|
|
165,413 |
|
Proceeds from maturities of securities available for sale |
|
|
48,719 |
|
|
|
100,837 |
|
Purchase of securities available for sale |
|
|
(69,174 |
) |
|
|
(37,566 |
) |
Net change in loans |
|
|
(130,822 |
) |
|
|
(426,608 |
) |
Proceeds from sales of other real estate |
|
|
1,170 |
|
|
|
2,525 |
|
Net purchases of premises and equipment |
|
|
(5,232 |
) |
|
|
(8,313 |
) |
|
Net cash used in investing activities |
|
|
(130,736 |
) |
|
|
(203,712 |
) |
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Net change in demand, money market and savings accounts |
|
|
92,467 |
|
|
|
(1,656 |
) |
Net change in certificates of deposit |
|
|
96,856 |
|
|
|
143,195 |
|
Net change in federal funds purchased and securities sold under repurchase agreements |
|
|
(92,460 |
) |
|
|
174,986 |
|
Net change in commerical paper and other short-term borrowings |
|
|
(65,374 |
) |
|
|
5,017 |
|
Proceeds from issuance of long-term debt and trust preferred securities |
|
|
220,000 |
|
|
|
111,083 |
|
Retirement of long-term debt |
|
|
(135,032 |
) |
|
|
(237,501 |
) |
Proceeds from issuance of common stock |
|
|
3,721 |
|
|
|
7,364 |
|
Tax benefit from employees stock option and restricted stock plans |
|
|
328 |
|
|
|
|
|
Dividends paid |
|
|
(10,147 |
) |
|
|
(9,824 |
) |
|
Net cash provided by financing activities |
|
|
110,359 |
|
|
|
192,664 |
|
|
Net change in cash and cash equivalents |
|
|
5,784 |
|
|
|
12,292 |
|
Cash and cash equivalents at beginning of period |
|
|
125,552 |
|
|
|
98,011 |
|
|
Cash and cash equivalents at end of period |
|
$ |
131,336 |
|
|
$ |
110,303 |
|
|
Supplemental disclosures of cash flow information: |
|
|
|
|
|
|
|
|
Cash paid during the period for: |
|
|
|
|
|
|
|
|
Interest |
|
$ |
55,949 |
|
|
$ |
41,602 |
|
Income taxes |
|
|
11,875 |
|
|
|
16,264 |
|
Supplemental disclosure of non-cash transactions: |
|
|
|
|
|
|
|
|
Transfer of loans to other real estate |
|
|
2,674 |
|
|
|
5,232 |
|
Unrealized loss on securities available for sale
(net of tax effect of ($3,968) and ($3,953), respectively) |
|
|
(6,079 |
) |
|
|
(5,961 |
) |
Issuance of common stock for business acquisition |
|
|
362 |
|
|
|
|
|
See accompanying notes to consolidated financial statements.
6
First Charter Corporation and Subsidiaries
Notes to Interim Consolidated Financial Statements (Unaudited)
For the Three and Six Months Ended June 30, 2006 and 2005
First Charter Corporation (the Corporation) is a regional financial services company with
assets of approximately $4.4 billion and is the holding company for First Charter Bank. As of June
30, 2006, First Charter operated 58 financial centers, four insurance offices and 139 ATMs located
throughout North Carolina. First Charter also operates loan origination offices in Asheville, North
Carolina and Reston, Virginia. First Charter provides businesses and individuals with a broad range
of financial services, including banking, financial planning, wealth management, investments,
insurance, mortgages and a broad array of employee benefit programs. The results of operations of
the Bank constitute a substantial majority of the consolidated net income, revenues and assets of
the Corporation.
Note One Accounting Policies
The consolidated financial statements include the accounts of the Corporation and its wholly
owned subsidiary, the Bank, and variable interest entities (VIEs) where the Corporation is the
primary beneficiary. In consolidation, all intercompany accounts and transactions have been
eliminated.
The information contained in the interim consolidated financial statements, excluding
information as of the fiscal year ended December 31, 2005, is unaudited. The consolidated financial
statements are prepared in conformity with U.S. generally accepted accounting principles, which
require management to make estimates and assumptions that affect reported amounts of assets and
liabilities and disclosure of contingent liabilities at the date of the financial statements, as
well as the amounts of income and expenses during the reporting period. Actual results could differ
from those estimates.
The information furnished in this report reflects all adjustments which are, in the opinion of
management, necessary to present a fair statement of the financial condition and the results of
operations for interim periods. All such adjustments are of a normal and recurring nature. Certain
amounts reported in prior periods have been reclassified to conform to the current period
presentation. Such reclassifications have no effect on net income or shareholders equity as
previously reported.
The significant accounting policies followed by the Corporation are presented on pages 59 to
67 of the Corporations Annual Report on Form 10-K for the year ended December 31, 2005. With the
exception of the Corporations policy regarding stock-based compensation adopted January 1, 2006,
these policies have not materially changed from the disclosure in that report.
Stock-Based Compensation
In December 2004, the Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards No. 123(R) (SFAS No. 123(R)), Share-Based Payment, which is a
revision of FASB Statement No. 123 Accounting for Stock-Based Compensation and supersedes
Accounting Principles Board Opinion No. 25 (APB Opinion No. 25), Accounting for Stock Issued to
Employees. The Corporation adopted SFAS No. 123(R) on January 1, 2006, with no material effect on
its consolidated financial statements. Under the fair value recognition provisions of SFAS No.
123(R), stock-based compensation cost is measured at the grant date based on the fair value of the
award and is recognized as expense on a straight-line basis over the requisite service period,
which is the vesting period. If the vesting terms are not met, no compensation cost is recognized
and any previously recognized compensation cost is reversed. The Corporation previously accounted
for stock-based compensation under the provisions of APB No. 25. As permitted under SFAS No.
123(R), the Corporation adopted the modified prospective method on January 1, 2006. In accordance
with the modified prospective method, compensation cost is recognized as a component of salary and
employee benefits expense in the accompanying Consolidated Financial Statements beginning on
January 1, 2006 (a) based on the requirements of SFAS No. 123(R) for all share-based payments
granted after January 1, 2006 and (b)
7
based on the requirements of SFAS 123 for all awards granted
to employees prior to January 1, 2006 that remained unvested as of that date.
Note Two Merger Activity
As previously disclosed, on June 1, 2006 the Corporation entered into and announced a
definitive Agreement and Plan of Merger (the Merger Agreeement) to acquire all outstanding shares
of GBC Bancorp, Inc. (GBC), parent of Gwinnett Banking Company, headquartered in Lawrenceville,
Georgia (the Merger). Under the terms of the Merger Agreement, First Charter Corporation will
issue a combination of common stock and cash for the outstanding common shares of GBC. The Merger
requires 70 percent of the shares of GBC common stock to be exchanged for First Charter Corporation
common stock, with the remainder of the consideration being cash. Following closing of the
transaction, GBC shareholders will receive an aggregate of 2,975,000 First Charter Corporation
shares and approximately $30.6 million in cash, representing an approximate transaction value of
$102 million, based on an estimated value of First Charter Corporation common stock of $24.00 per
share. GBC shareholders have the option to receive 1.989 shares of First Charter Corporation common
stock or $47.74 in cash for each share of GBC common stock, or a combination of stock and cash,
subject to the transactions stock and cash limits mentioned above. The Merger is expected to
close during the fourth quarter of 2006 and is subject to approval by the GBC shareholders and
customary bank regulatory approvals.
Note Three Net Income Per Share
Basic net income per share is computed by dividing net income by the weighted average number
of shares of common stock outstanding for the three and six months ended June 30, 2006 and 2005,
respectively. Diluted net income per share reflects the potential dilution that could occur if the
Corporations potential common stock and contingently issuable shares, which consist of dilutive
stock options and restricted stock, were issued.
A reconciliation of the basic average common shares outstanding to the diluted average common
shares outstanding is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
Six Months |
|
|
Ended June 30 |
|
Ended June 30 |
|
|
|
|
|
2006 |
|
2005 |
|
2006 |
|
2005 |
|
|
|
Basic weighted average number of common shares outstanding |
|
|
31,058,858 |
|
|
|
30,409,307 |
|
|
|
30,959,711 |
|
|
|
30,285,244 |
|
Dilutive effect arising from potential
common stock issuances |
|
|
280,467 |
|
|
|
270,329 |
|
|
|
289,338 |
|
|
|
322,687 |
|
|
|
|
Diluted weighted average number of common shares outstanding |
|
|
31,339,325 |
|
|
|
30,679,636 |
|
|
|
31,249,049 |
|
|
|
30,607,931 |
|
|
|
|
The effects of outstanding antidilutive stock options are excluded from the computation
of diluted net income per share. These amounts were 258,000 and 259,000 shares for the three and
six months ended June 30, 2006, respectively, and 1.0 million shares for both the three and six
months ended June 30, 2005.
Dividends declared by the Corporation were $0.195 per share and $0.19 per share for the three
months ended June 30, 2006 and 2005, respectively. For the six months ended June 30, 2006 and 2005
dividends declared by the Corporation were $0.385 per share and $0.38 per share, respectively.
Note Four Business Segment Information
The Corporation operates one reportable segment, the Bank, the Corporations primary banking
subsidiary. The Bank provides businesses and individuals with commercial, consumer and mortgage
loans, deposit banking services, brokerage services, insurance products, and comprehensive
financial planning solutions to individual and commercial clients. The results of the Banks
operations constitute a substantial majority of the consolidated net income, revenues and assets of
the Corporation. Intercompany transactions and the parent companys revenues, expenses, assets
(including cash,
8
investment securities and investments in venture capital limited partnerships) and
liabilities (including commercial paper and subordinated debentures) are included in the Other
category.
Information regarding the separate results of operations and assets for the Bank and Other for
the three months ended June 30, 2006 and 2005, is provided in the following tables:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2006 |
(Dollars in thousands) |
|
The Bank |
|
Other |
|
Eliminations |
|
Totals |
|
Total interest income |
|
$ |
63,653 |
|
|
$ |
89 |
|
|
$ |
|
|
|
$ |
63,742 |
|
Total interest expense |
|
|
29,935 |
|
|
|
1,160 |
|
|
|
|
|
|
|
31,095 |
|
|
Net interest income (loss) |
|
|
33,718 |
|
|
|
(1,071 |
) |
|
|
|
|
|
|
32,647 |
|
Provision for loan losses |
|
|
880 |
|
|
|
|
|
|
|
|
|
|
|
880 |
|
Total
noninterest income (loss) |
|
|
17,249 |
|
|
|
(9 |
) |
|
|
|
|
|
|
17,240 |
|
Total noninterest expense |
|
|
31,397 |
|
|
|
39 |
|
|
|
|
|
|
|
31,436 |
|
|
Net income (loss) before income taxes |
|
|
18,690 |
|
|
|
(1,119 |
) |
|
|
|
|
|
|
17,571 |
|
Income taxes expense (benefit) |
|
|
6,408 |
|
|
|
(383 |
) |
|
|
|
|
|
|
6,025 |
|
|
Net income (loss) |
|
$ |
12,282 |
|
|
$ |
(736 |
) |
|
$ |
|
|
|
$ |
11,546 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans held for sale and loans, net |
|
$ |
3,051,150 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
3,051,150 |
|
Total assets |
|
|
4,312,784 |
|
|
|
443,647 |
|
|
|
(393,157 |
) |
|
|
4,363,274 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2005 |
(Dollars in thousands) |
|
The Bank |
|
Other |
|
Eliminations |
|
Totals |
|
Total interest income |
|
$ |
55,602 |
|
|
$ |
2 |
|
|
$ |
|
|
|
$ |
55,604 |
|
Total interest expense |
|
|
24,058 |
|
|
|
256 |
|
|
|
|
|
|
|
24,314 |
|
|
Net interest income (loss) |
|
|
31,544 |
|
|
|
(254 |
) |
|
|
|
|
|
|
31,290 |
|
Provision for loan losses |
|
|
2,878 |
|
|
|
|
|
|
|
|
|
|
|
2,878 |
|
Total noninterest income |
|
|
17,231 |
|
|
|
86 |
|
|
|
|
|
|
|
17,317 |
|
Total noninterest expense |
|
|
29,308 |
|
|
|
56 |
|
|
|
|
|
|
|
29,364 |
|
|
Net income (loss) before income taxes |
|
|
16,589 |
|
|
|
(224 |
) |
|
|
|
|
|
|
16,365 |
|
Income taxes expense (benefit) |
|
|
5,154 |
|
|
|
(69 |
) |
|
|
|
|
|
|
5,085 |
|
|
Net income (loss) |
|
$ |
11,435 |
|
|
$ |
(155 |
) |
|
$ |
|
|
|
$ |
11,280 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans held for sale and loans, net |
|
$ |
2,837,286 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
2,837,286 |
|
Total assets |
|
|
4,615,003 |
|
|
|
407,190 |
|
|
|
(388,957 |
) |
|
|
4,633,236 |
|
9
Information regarding the separate results of operations and assets for the Bank and Other for
the six months ended June 30, 2006 and 2005, is provided in the following tables:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2006 |
(Dollars in thousands) |
|
The Bank |
|
Other |
|
Eliminations |
|
Totals |
|
Total interest income |
|
$ |
123,280 |
|
|
$ |
108 |
|
|
$ |
|
|
|
$ |
123,388 |
|
Total interest expense |
|
|
56,411 |
|
|
|
2,240 |
|
|
|
|
|
|
|
58,651 |
|
|
Net interest income (loss) |
|
|
66,869 |
|
|
|
(2,132 |
) |
|
|
|
|
|
|
64,737 |
|
Provision for loan losses |
|
|
2,399 |
|
|
|
|
|
|
|
|
|
|
|
2,399 |
|
Total noninterest income |
|
|
35,402 |
|
|
|
79 |
|
|
|
|
|
|
|
35,481 |
|
Total noninterest expense |
|
|
62,845 |
|
|
|
103 |
|
|
|
|
|
|
|
62,948 |
|
|
Net income (loss) before income taxes |
|
|
37,027 |
|
|
|
(2,156 |
) |
|
|
|
|
|
|
34,871 |
|
Income taxes expense (benefit) |
|
|
12,615 |
|
|
|
(734 |
) |
|
|
|
|
|
|
11,881 |
|
|
Net income (loss) |
|
$ |
24,412 |
|
|
$ |
(1,422 |
) |
|
$ |
|
|
|
$ |
22,990 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans held for sale and loans, net |
|
$ |
3,051,150 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
3,051,150 |
|
Total assets |
|
|
4,312,784 |
|
|
|
443,647 |
|
|
|
(393,157 |
) |
|
|
4,363,274 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2005 |
(Dollars in thousands) |
|
The Bank |
|
Other |
|
Eliminations |
|
Totals |
|
Total interest income |
|
$ |
106,867 |
|
|
$ |
19 |
|
|
$ |
|
|
|
$ |
106,886 |
|
Total interest expense |
|
|
44,524 |
|
|
|
498 |
|
|
|
|
|
|
|
45,022 |
|
|
Net interest income (loss) |
|
|
62,343 |
|
|
|
(479 |
) |
|
|
|
|
|
|
61,864 |
|
Provision for loan losses |
|
|
4,778 |
|
|
|
|
|
|
|
|
|
|
|
4,778 |
|
Total noninterest income |
|
|
33,062 |
|
|
|
69 |
|
|
|
|
|
|
|
33,131 |
|
Total noninterest expense |
|
|
58,127 |
|
|
|
106 |
|
|
|
|
|
|
|
58,233 |
|
|
Net income (loss) before income taxes |
|
|
32,500 |
|
|
|
(516 |
) |
|
|
|
|
|
|
31,984 |
|
Income taxes expense (benefit) |
|
|
10,563 |
|
|
|
(168 |
) |
|
|
|
|
|
|
10,395 |
|
|
Net income (loss) |
|
$ |
21,937 |
|
|
$ |
(348 |
) |
|
$ |
|
|
|
$ |
21,589 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans held for sale and loans, net |
|
$ |
2,837,286 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
2,837,286 |
|
Total assets |
|
|
4,615,003 |
|
|
|
407,189 |
|
|
|
(388,956 |
) |
|
|
4,633,236 |
|
Note Five Goodwill and Other Intangible Assets
The following is a summary of the gross carrying amount and accumulated amortization of
amortized intangible assets and the carrying amount of unamortized intangible assets as of June 30,
2006 and December 31, 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
|
|
|
December 31, |
|
|
|
|
2006 |
|
|
|
|
|
2005 |
|
|
|
|
Gross Carrying |
|
Accumulated |
|
Net Carrying |
|
Gross Carrying |
|
Accumulated |
|
Net Carrying |
(Dollars in thousands) |
|
Amount |
|
Amortization |
|
Amount |
|
Amount |
|
Amortization |
|
Amount |
|
Amortized intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noncompete agreements |
|
$ |
1,037 |
|
|
$ |
994 |
|
|
$ |
43 |
|
|
$ |
1,037 |
|
|
$ |
979 |
|
|
$ |
58 |
|
Customer lists |
|
|
2,854 |
|
|
|
1,257 |
|
|
|
1,597 |
|
|
|
2,676 |
|
|
|
998 |
|
|
|
1,678 |
|
Other intangibles(1) |
|
|
379 |
|
|
|
159 |
|
|
|
220 |
|
|
|
379 |
|
|
|
127 |
|
|
|
252 |
|
|
Total |
|
$ |
4,270 |
|
|
$ |
2,410 |
|
|
$ |
1,860 |
|
|
$ |
4,092 |
|
|
$ |
2,104 |
|
|
$ |
1,988 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unamortized intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill |
|
$ |
20,164 |
|
|
$ |
|
|
|
$ |
20,164 |
|
|
$ |
19,910 |
|
|
$ |
|
|
|
$ |
19,910 |
|
|
|
|
|
(1) |
|
Other intangibles include trade name and proprietary software. |
The gross carrying amount of customer lists increased to $2.9 million at June 30, 2006
from $2.7 million at December 31, 2005 and goodwill increased to $20.2 million at June 30, 2006
from $19.9 million at December 31, 2005. The increase was due to payments based on the 2005
performance of an insurance agency acquired in 2004.
10
Amortization expense totaled $154,000 and $304,000 for the three and six months ended June 30,
2006, respectively, and $126,000 and $257,000 for the three and six months ended June 30, 2005,
respectively.
The following table presents the estimated amortization expense for intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noncompete |
|
Customer |
|
Other |
|
|
(Dollars in thousands) |
|
Agreements |
|
Lists |
|
Intangibles |
|
Total |
|
July December 2006 |
|
$ |
15 |
|
|
$ |
250 |
|
|
$ |
30 |
|
|
$ |
295 |
|
2007 |
|
|
28 |
|
|
|
430 |
|
|
|
54 |
|
|
|
512 |
|
2008 |
|
|
|
|
|
|
334 |
|
|
|
46 |
|
|
|
380 |
|
2009 |
|
|
|
|
|
|
238 |
|
|
|
36 |
|
|
|
274 |
|
2010 |
|
|
|
|
|
|
145 |
|
|
|
27 |
|
|
|
172 |
|
2011 and after |
|
|
|
|
|
|
200 |
|
|
|
27 |
|
|
|
227 |
|
|
Total |
|
$ |
43 |
|
|
$ |
1,597 |
|
|
$ |
220 |
|
|
$ |
1,860 |
|
|
Note Six Comprehensive Income
Comprehensive Income is defined as the change in equity from all transactions other than those
with stockholders, and it includes net income and other comprehensive income.
The following table presents the components of Comprehensive Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Six Months Ended June 30, |
|
|
2006 |
|
2005 |
|
|
Pre-Tax |
|
|
|
|
|
After Tax |
|
|
|
|
|
|
(Dollars in thousands) |
|
Amount |
|
Tax Effect |
|
Amount |
|
Pre-Tax Amount |
|
Tax Effect |
|
After Tax Amount |
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
34,871 |
|
|
$ |
11,881 |
|
|
$ |
22,990 |
|
|
$ |
31,984 |
|
|
$ |
10,395 |
|
|
$ |
21,589 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized losses on securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized losses
arising during period |
|
|
(10,015 |
) |
|
|
(3,955 |
) |
|
|
(6,060 |
) |
|
|
(9,945 |
) |
|
|
(3,965 |
) |
|
|
(5,980 |
) |
Less: Reclassification for
realized gains (losses) |
|
|
32 |
|
|
|
13 |
|
|
|
19 |
|
|
|
(31 |
) |
|
|
(12 |
) |
|
|
(19 |
) |
|
Unrealized losses,
net of reclassification |
|
$ |
(10,047 |
) |
|
$ |
(3,968 |
) |
|
$ |
(6,079 |
) |
|
$ |
(9,914 |
) |
|
$ |
(3,953 |
) |
|
$ |
(5,961 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
$ |
24,824 |
|
|
$ |
7,913 |
|
|
$ |
16,911 |
|
|
$ |
22,070 |
|
|
$ |
6,442 |
|
|
$ |
15,628 |
|
|
11
Note Seven Securities Available-for-Sale
Securities available-for-sale are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2006 |
|
|
|
|
|
|
|
Gross |
|
Gross |
|
|
|
|
Amortized |
|
Unrealized |
|
Unrealized |
|
Fair |
(Dollars in thousands) |
|
Cost |
|
Gains |
|
Losses |
|
Value |
|
US government obligations |
|
$ |
14,959 |
|
|
$ |
|
|
|
$ |
62 |
|
|
$ |
14,897 |
|
US government agency obligations |
|
|
327,441 |
|
|
|
|
|
|
|
8,953 |
|
|
|
318,488 |
|
Mortgage-backed securities |
|
|
403,484 |
|
|
|
70 |
|
|
|
19,998 |
|
|
|
383,556 |
|
State, county, and municipal obligations |
|
|
96,883 |
|
|
|
691 |
|
|
|
718 |
|
|
|
96,856 |
|
Asset-backed securities |
|
|
14,989 |
|
|
|
5 |
|
|
|
30 |
|
|
|
14,964 |
|
Equity securities |
|
|
45,260 |
|
|
|
349 |
|
|
|
|
|
|
|
45,609 |
|
Other |
|
|
10,000 |
|
|
|
|
|
|
|
|
|
|
|
10,000 |
|
|
Total |
|
$ |
913,016 |
|
|
$ |
1,115 |
|
|
$ |
29,761 |
|
|
$ |
884,370 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2005 |
|
|
|
|
|
|
|
Gross |
|
Gross |
|
|
|
|
Amortized |
|
Unrealized |
|
Unrealized |
|
Fair |
(Dollars in thousands) |
|
Cost |
|
Gains |
|
Losses |
|
Value |
|
US government obligations |
|
$ |
14,905 |
|
|
$ |
|
|
|
$ |
27 |
|
|
$ |
14,878 |
|
US government agency obligations |
|
|
327,418 |
|
|
|
21 |
|
|
|
7,032 |
|
|
|
320,407 |
|
Mortgage-backed securities |
|
|
417,891 |
|
|
|
335 |
|
|
|
12,776 |
|
|
|
405,450 |
|
State, county, and municipal obligations |
|
|
108,298 |
|
|
|
1,125 |
|
|
|
427 |
|
|
|
108,996 |
|
Asset-backed securities |
|
|
5,000 |
|
|
|
|
|
|
|
6 |
|
|
|
4,994 |
|
Equity securities |
|
|
44,198 |
|
|
|
188 |
|
|
|
|
|
|
|
44,386 |
|
|
Total |
|
$ |
917,710 |
|
|
$ |
1,669 |
|
|
$ |
20,268 |
|
|
$ |
899,111 |
|
|
Equity securities primarily include Bank-owned stock in the Federal Home Loan Bank of
Atlanta (FHLB) and Federal Reserve Bank. The cost basis (par value) in FHLB stock was $38.6 million
and $37.5 million at June 30, 2006 and December 31, 2005, respectively, and the cost basis of
Federal Reserve Bank stock was $5.7 million and $5.6 million at June 30, 2006 and December 31,
2005, respectively.
For the Corporations securities designated as temporarily impaired on June 30, 2006, the
following table reflects the fair values and gross unrealized losses, aggregated by investment
category and length of time that individual securities have been in a continuous unrealized loss
position.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of June 30, 2006 |
|
|
|
|
|
|
|
|
|
Less than 12 months |
|
12 months or longer |
|
Total |
|
|
|
|
|
|
Gross |
|
|
|
|
|
Gross |
|
|
|
|
|
Gross |
|
|
|
|
|
|
Unrealized |
|
|
|
|
|
Unrealized |
|
|
|
|
|
Unrealized |
(Dollars in thousands) |
|
Fair Value |
|
Losses |
|
Fair Value |
|
Losses |
|
Fair Value |
|
Losses |
|
AAA/AA-RATED SECURITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US government obligations |
|
$ |
14,897 |
|
|
$ |
(62 |
) |
|
$ |
|
|
|
$ |
|
|
|
$ |
14,897 |
|
|
$ |
(62 |
) |
US government agency obligations |
|
|
15,968 |
|
|
|
(38 |
) |
|
|
302,520 |
|
|
|
(8,915 |
) |
|
|
318,488 |
|
|
|
(8,953 |
) |
Mortgage-backed securities |
|
|
87,376 |
|
|
|
(2,380 |
) |
|
|
293,001 |
|
|
|
(17,618 |
) |
|
|
380,377 |
|
|
|
(19,998 |
) |
State, county and muncipal obligations |
|
|
9,022 |
|
|
|
(199 |
) |
|
|
13,439 |
|
|
|
(519 |
) |
|
|
22,461 |
|
|
|
(718 |
) |
|
Total AAA/AA-rated securities |
|
|
127,263 |
|
|
|
(2,679 |
) |
|
|
608,960 |
|
|
|
(27,052 |
) |
|
|
736,223 |
|
|
|
(29,731 |
) |
|
A/BBB-RATED SECURITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset-backed securities |
|
|
9,970 |
|
|
|
(30 |
) |
|
|
|
|
|
|
|
|
|
|
9,970 |
|
|
|
(30 |
) |
|
Total A/BBB-rated securities |
|
|
9,970 |
|
|
|
(30 |
) |
|
|
|
|
|
|
|
|
|
|
9,970 |
|
|
|
(30 |
) |
|
Total temporarily impaired securities |
|
$ |
137,233 |
|
|
$ |
(2,709 |
) |
|
$ |
608,960 |
|
|
$ |
(27,052 |
) |
|
$ |
746,193 |
|
|
$ |
(29,761 |
) |
|
The unrealized losses associated with these securities were not considered to be
other-than-temporary, because they were related to changes in interest rates and did not affect the
expected cash
12
flows of the underlying collateral or the issuer. At June 30, 2006, the Corporation
had the ability and the intent to hold these investments to recovery of fair market value.
Note Eight Loans and Allowance for Loan Losses
Loans are categorized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2006 |
|
December 31, 2005 |
(Dollars in thousands) |
|
Amount |
|
Percent |
|
Amount |
|
Percent |
|
Commercial real estate |
|
$ |
885,981 |
|
|
|
28.8 |
% |
|
$ |
780,597 |
|
|
|
26.5 |
% |
Commercial non real estate |
|
|
220,433 |
|
|
|
7.2 |
|
|
|
233,409 |
|
|
|
7.9 |
|
Construction |
|
|
584,094 |
|
|
|
19.0 |
|
|
|
517,392 |
|
|
|
17.6 |
|
Mortgage |
|
|
557,338 |
|
|
|
18.1 |
|
|
|
573,007 |
|
|
|
19.4 |
|
Consumer |
|
|
355,815 |
|
|
|
11.6 |
|
|
|
358,592 |
|
|
|
12.2 |
|
Home equity |
|
|
468,685 |
|
|
|
15.3 |
|
|
|
482,921 |
|
|
|
16.4 |
|
|
Total loans |
|
$ |
3,072,346 |
|
|
|
100.0 |
% |
|
$ |
2,945,918 |
|
|
|
100.0 |
% |
|
The following is a summary of the changes in the allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
|
June 30, |
|
June 30, |
(Dollars in thousands) |
|
2006 |
|
2005 |
|
2006 |
|
2005 |
|
Balance, beginning of period |
|
$ |
29,505 |
|
|
$ |
27,483 |
|
|
$ |
28,725 |
|
|
$ |
26,872 |
|
|
Provision for loan losses |
|
|
880 |
|
|
|
2,878 |
|
|
|
2,399 |
|
|
|
4,778 |
|
Charge-offs |
|
|
(1,135 |
) |
|
|
(1,516 |
) |
|
|
(2,364 |
) |
|
|
(3,434 |
) |
Recoveries |
|
|
270 |
|
|
|
187 |
|
|
|
760 |
|
|
|
816 |
|
|
Net charge-offs |
|
|
(865 |
) |
|
|
(1,329 |
) |
|
|
(1,604 |
) |
|
|
(2,618 |
) |
|
Balance, June 30 |
|
$ |
29,520 |
|
|
$ |
29,032 |
|
|
$ |
29,520 |
|
|
$ |
29,032 |
|
|
The table below summarizes the Corporations nonperforming assets and loans 90 days or
more past due and still accruing interest at the dates indicated.
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
December 31, |
(Dollars in thousands) |
|
2006 |
|
2005 |
|
Nonaccrual loans |
|
$ |
7,763 |
|
|
$ |
10,811 |
|
Other real estate owned |
|
|
5,902 |
|
|
|
5,124 |
|
|
Total nonperforming assets |
|
|
13,665 |
|
|
|
15,935 |
|
|
Loans 90 days or more past due and still accruing |
|
|
|
|
|
|
|
|
|
Total nonperforming assets and loans 90 days
or more past due and still accruing |
|
$ |
13,665 |
|
|
$ |
15,935 |
|
|
At June 30, 2006, the recorded investment in individually impaired loans was $0.8
million, all of which were on nonaccrual status. The related allowance for loan losses on these
loans was $0.5 million. At December 31, 2005, the recorded investment in individually impaired
loans was $8.2 million, of which $4.3 million were on nonaccrual status and had specific reserves
of $0.6 million and $3.9 million were accruing and had specific reserves of $0.7 million.
The average recorded investment in individually impaired loans for the three and six months
ended June 30, 2006 was $1.3 million and $1.8 million, respectively. The average recorded
investment in individually impaired loans for the three and six months ended June 30, 2005 was
$10.5 million and $11.2 million, respectively.
13
Note Nine Stock-Based Compensation
First Charter Comprehensive Stock Option Plan. In April, 1992, the shareholders approved the
First Charter Corporation Comprehensive Stock Option Plan (the Comprehensive Stock Option Plan).
Under the terms of the Comprehensive Stock Option Plan, stock options (which can be incentive stock
options or non-qualified stock options) may be periodically granted to key employees of the
Corporation or its subsidiaries. The terms and vesting schedules of options granted under the
Comprehensive Plan generally are determined by the Compensation Committee of the Board of Directors
of the Corporation (the Compensation Committee). However, no options may be exercisable prior to
six months following the grant date, and
certain additional restrictions, including the term and exercise price, apply with respect to any
incentive stock options. Under the Comprehensive Stock Option Plan, 480,000 shares of common stock
are reserved for issuance. During the six months ended June 30, 2006, no shares were issued under
this plan.
First Charter Corporation Stock Option Plan for Non-Employee Directors. In April 1997, the
shareholders approved the First Charter Corporation Stock Option Plan for Non-Employee Directors
(the Director Plan). Under the Director Plan, non-statutory stock options may be granted to
non-employee Directors of the Corporation and its subsidiaries. The terms and vesting schedules of
any options granted under the Director Plan generally are determined by the Compensation Committee.
The exercise price for each option granted, however, is the fair value of the common stock as of
the date of grant. A maximum of 180,000 shares are reserved for issuance under the Director Plan.
During the six months ended June 30, 2006, no shares were issued under this plan.
2000 Omnibus Stock Option and Award Plan. In June 2000, the shareholders approved the First
Charter Corporation 2000 Omnibus Stock Option and Award Plan (the 2000 Omnibus Plan). Under the
2000 Omnibus Plan, 2,000,000 shares of common stock were originally reserved for issuance. In April
of 2005, the shareholders approved an amendment to the 2000 Omnibus Plan, authorizing an additional
1,500,000 shares for issuance, for a total of 3,500,000 shares. The 2000 Omnibus Plan permits the
granting of stock options and nonvested shares to Directors and key employees. Stock options are
granted with an exercise price equal to the market price of the Corporations common stock at the
date of grant; those stock option awards generally vest ratably over five years and have a 10-year
contractual term. Nonvested shares are generally granted at a value equal to the market price of
the Corporations common stock at the date of grant and vesting is based on either service or
performance conditions. Service-based nonvested shares generally vest over three years.
Performance-based nonvested shares are earned over three years upon meeting various performance
goals as approved by the Compensation Committee, including cash return on equity
and targeted charge-off levels and earnings per share growth as measured against a group of
selected peer companies. For the three months ended June 30, 2006, no shares were issued under this
plan. For the six months ended June 30, 2006, 69,250 stock options, 15,000 service-based nonvested
shares and 58,500 performance-based nonvested shares were issued under this plan.
Restricted Stock Award Program. In April 1995, the shareholders approved the First Charter
Corporation Restricted Stock Award Program (the Restricted Stock Plan). Awards of restricted
stock (nonvested shares) may be made under the Restricted Stock Plan at the discretion of the
Compensation Committee to key employees. Nonvested shares are granted at a value equal to the
market price of the Corporations common stock at the date of grant and vest based on either three
or five years of service. A maximum of 360,000 shares of common stock are reserved for issuance
under the Restricted Stock Plan. For the three and six months ended June 30, 2006, the Corporation
issued 7,366 and 81,915 service-based nonvested shares, respectively, under this plan.
Stock-based compensation costs totaled $0.6 million for the three months ended June 30, 2006,
which consisted of $0.2 million related to stock options, $0.1 million related to performance-based
nonvested shares and $0.3 million related to service-based nonvested shares. For the six months
ended June 30, 2006, stock-based compensation costs totaled $1.1 million, which consisted of $0.5
million related to stock options, $0.2 million related to performance-based nonvested shares and
$0.4 million related to service-based nonvested shares.
14
The fair value of each stock option award is estimated at the date of grant using a
Black-Scholes option-pricing model using the following weighted-average assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
|
June 30, |
|
June 30, |
|
|
2006 |
|
2005 |
|
2006 |
|
2005 |
|
Dividend yield |
|
|
N/A |
|
|
|
3.34 |
% |
|
|
3.21 |
% |
|
|
3.16 |
% |
Risk free interest rate |
|
|
N/A |
|
|
|
4.10 |
% |
|
|
4.72 |
% |
|
|
3.87 |
% |
Expected lives |
|
|
N/A |
|
|
7 years |
|
8 years |
|
7 years |
Volatility |
|
|
N/A |
|
|
|
26 |
% |
|
|
25 |
% |
|
|
26 |
% |
The Black-Scholes model incorporates assumptions to value stock-based awards. The
risk-free rate of interest for periods within the contractual life of the option is based on a U.S.
government instrument over the contractual term of the equity instrument. Expected volatility is
based on historical volatility of the Companys stock.
Pro forma net income as if the fair value based method had been applied to all awards is as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
(Dollars in thousands, except per share data) |
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
|
Net income, as reported |
|
$ |
11,546 |
|
|
$ |
11,280 |
|
|
$ |
22,990 |
|
|
$ |
21,589 |
|
Total stock-based employee compensation expense
included in the determination of reported net income |
|
|
361 |
|
|
|
50 |
|
|
|
807 |
|
|
|
75 |
|
Total stock-based employee compensation expense
determined under fair value based method for all
awards, net of tax effect of $194 and $26 for the three
months ended June 30, 2006 and June 30, 2005,
respectively and $261 and $69 for the six months
ended June 30, 2006 and June 30, 2005, respectively |
|
|
(361 |
) |
|
|
(550 |
) |
|
|
(807 |
) |
|
|
(1,172 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro forma net income |
|
$ |
11,546 |
|
|
$ |
10,780 |
|
|
$ |
22,990 |
|
|
$ |
20,492 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic-as reported |
|
$ |
0.37 |
|
|
$ |
0.37 |
|
|
$ |
0.74 |
|
|
$ |
0.71 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic-pro forma |
|
$ |
0.37 |
|
|
$ |
0.35 |
|
|
$ |
0.74 |
|
|
$ |
0.68 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted-as reported |
|
$ |
0.37 |
|
|
$ |
0.37 |
|
|
$ |
0.74 |
|
|
$ |
0.71 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted-pro forma |
|
$ |
0.37 |
|
|
$ |
0.35 |
|
|
$ |
0.74 |
|
|
$ |
0.67 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following is a summary of stock option activity under the Comprehensive Stock Option
Plan, the Director Plan and the 2000 Omnibus Plan during the period:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
|
|
|
|
Weighted- |
|
Weighted- |
|
|
|
|
|
|
|
|
Average |
|
Average |
|
|
|
|
|
|
|
|
Exercise |
|
Remaining |
|
Aggregate |
|
|
|
|
|
|
(Option) |
|
Contractual |
|
Intrinsic |
|
|
Shares |
|
Price |
|
Term (Years) |
|
Value |
|
Outstanding at January 1 |
|
|
2,638,058 |
|
|
$ |
21.09 |
|
|
|
|
|
|
|
|
|
Granted |
|
|
69,250 |
|
|
|
23.68 |
|
|
|
|
|
|
|
|
|
Exercised |
|
|
(115,250 |
) |
|
|
16.52 |
|
|
|
|
|
|
$ |
883,380 |
|
Forfeited |
|
|
(23,567 |
) |
|
|
21.56 |
|
|
|
|
|
|
|
|
|
Expired |
|
|
(7,400 |
) |
|
|
24.66 |
|
|
|
|
|
|
|
|
|
|
Outstanding at March 31 |
|
|
2,561,091 |
|
|
|
21.35 |
|
|
|
|
|
|
|
|
|
|
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised |
|
|
(96,946 |
) |
|
|
18.06 |
|
|
|
|
|
|
|
603,731 |
|
Forfeited |
|
|
(23,941 |
) |
|
|
21.97 |
|
|
|
|
|
|
|
|
|
Expired |
|
|
(2,798 |
) |
|
|
20.48 |
|
|
|
|
|
|
|
|
|
|
Outstanding at June 30 |
|
|
2,437,406 |
|
|
|
21.48 |
|
|
|
4.12 |
|
|
|
7,780,008 |
|
|
Options exercisable at June 30 |
|
|
1,850,200 |
|
|
|
21.26 |
|
|
|
2.84 |
|
|
|
6,370,051 |
|
|
Weighted-average Black-Scholes
fair value
of options granted during the year |
|
|
|
|
|
$ |
5.85 |
|
|
|
|
|
|
|
|
|
|
15
The weighted-average Black-Scholes fair value of options granted during the three and six
months ended June 30, 2005 was $5.30 and $5.53, respectively, and the aggregate intrinsic value of
options exercised was $1.1 million and $2.4 million, respectively.
The following table presents the status and changes of nonvested shares in the Restricted
Stock Plan and the Omnibus Plan for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service-Based |
|
Performance-Based |
|
|
|
|
|
|
Weighted |
|
|
|
|
|
Weighted |
|
|
|
|
|
|
Average |
|
|
|
|
|
Average |
|
|
Shares |
|
Grant Price |
|
Shares |
|
Grant Price |
|
|
|
Outstanding at December 31, 2005 |
|
|
32,647 |
|
|
$ |
22.97 |
|
|
|
|
|
|
$ |
|
|
|
Granted |
|
|
89,549 |
|
|
|
23.68 |
|
|
|
58,500 |
|
|
|
23.66 |
|
Vested |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
(895 |
) |
|
|
22.34 |
|
|
|
|
|
|
|
|
|
|
Outstanding at March 31, 2006 |
|
|
121,301 |
|
|
|
23.50 |
|
|
|
58,500 |
|
|
|
23.66 |
|
|
Granted |
|
|
7,366 |
|
|
|
24.10 |
|
|
|
|
|
|
|
|
|
Vested |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
(1,571 |
) |
|
|
23.66 |
|
|
|
|
|
|
|
|
|
|
Outstanding at June 30, 2006 |
|
|
127,096 |
|
|
|
23.53 |
|
|
|
58,500 |
|
|
|
23.66 |
|
|
As of June 30, 2006, there were $2.4 million of total unrecognized compensation costs
related to service-based nonvested share-based compensation arrangements granted under the
Restricted Stock Plan and the Omnibus Plan. This cost is expected to be recognized over a
weighted-average period of 2.5 years.
As of June 30, 2006, there were $1.1 million of total unrecognized compensation costs related
to performance-based nonvested share-based compensation arrangements granted under the Omnibus
Plan. This cost is expected to be recognized over a weighted-average period of 2.5 years.
Note Ten Commitments, Contingencies and Off-Balance Sheet Risk
Commitments and Off-Balance Sheet Risk. The Corporation is party to various financial
instruments with off-balance-sheet risk in the normal course of business to meet the financing
needs of its customers. These financial instruments include commitments to extend credit and
standby letters of credit and involve, to varying degrees, elements of credit and interest rate
risk in excess of the amounts recognized in the consolidated financial statements. Commitments to
extend credit are agreements to lend to a customer so long as there is no violation of any
condition established in the contract. Commitments generally have fixed expiration dates and may
require collateral from the borrower if deemed necessary by the Corporation. Standby letters of
credit are conditional commitments issued by the Corporation to guarantee the performance of a
customer to a third party up to a stipulated amount and with specified terms and conditions.
Standby letters of credit are recorded as a liability by the Corporation at the fair value of the
obligation undertaken in issuing the guarantee. The fair value and carrying value at June 30, 2006
of standby letters of credit issued or modified during the three and six months ended June 30, 2006
was immaterial. Commitments to extend credit are not recorded as an asset or liability by the
Corporation until the instrument is exercised. The Corporation uses the same credit policies in
making commitments and conditional obligations as it does for instruments reflected in the
consolidated financial statements. The creditworthiness of each customer is evaluated on a
case-by-case basis.
The Corporations exposure to credit risk was as follows:
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
December 31, |
(Dollars in thousands) |
|
2006 |
|
2005 |
|
Lines of Credit |
|
$ |
467,102 |
|
|
$ |
441,855 |
|
Standby Letters of Credit |
|
|
19,152 |
|
|
|
15,600 |
|
Loan Commitments |
|
|
702,260 |
|
|
|
668,356 |
|
|
Total Commitments |
|
$ |
1,188,514 |
|
|
$ |
1,125,811 |
|
|
16
Contingencies. The Corporation and the Bank are defendants in certain claims and legal
actions arising in the ordinary course of business. In the opinion of management, after
consultation with legal counsel, the ultimate disposition of these matters is not expected to have
a material adverse effect on the consolidated operations, liquidity or financial position of the
Corporation or the Bank.
The Corporation is currently under examination by the North Carolina Department of Revenue (the
DOR) for 1999 through 2001 and is subject to examination for subsequent tax years. As a result
of the examination, the DOR issued a proposed assessment of $3.6 million for tax and interest for
tax years 1999 and 2000. The Corporation is currently appealing the proposed assessment.
The DOR recently announced a Settlement Initiative (the Initiative) allowing companies that have
entered into certain eligible transactions to participate in the Initiative by June 15, 2006. The
Initiative provides the Corporation an opportunity to resolve matters with a significant reduction
in potential penalties. Resolution under the Initiative would be expected to include all open tax
years. While management believes the Corporation is in compliance with existing state tax statutes,
it intends to continue discussions with the DOR and is currently participating in the Initiative.
The Corporation may withdraw from participation in the Initiative at any time prior to March 15,
2007.
The examination and the Corporations participation in the Initiative is also expected to impact
tax years after 2000. The Corporation estimates that the maximum tax liability that may be asserted
by the DOR for tax years 1999 through the current tax year is approximately $9.0 million, in excess
of amounts reserved, net of federal benefit. The Corporation would disagree with such potential
liability if assessed, and would intend to continue to defend its position. The Corporation
believes its current tax reserves are adequate.
There can be no assurance regarding the ultimate outcome of this matter, the timing of its
resolution or the eventual loss or penalties that may result from it, which may be more or less
than the amounts reserved by the Corporation.
Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Factors that May Affect Future Results
The following discussion contains certain forward-looking statements about the
Corporations financial condition and results of operations, which are subject to certain risks and
uncertainties that could cause actual results to differ materially from those reflected in the
forward-looking statements. Readers are cautioned not to place undue reliance on these
forward-looking statements, which reflect managements judgment only as of the date hereof. The
Corporation undertakes no obligation to publicly revise these forward-looking statements to reflect
events and circumstances that arise after the date hereof.
Factors that may cause actual results to differ materially from those contemplated by such
forward- looking statements, and which may be beyond the Corporations control, include, among
others, the following possibilities: (1) projected results in connection with managements implementation
of, or changes in, the Corporations business plan and strategic initiatives, including the recent
balance sheet initiatives, are lower than expected; (2) competitive pressure among financial
services companies increases significantly; (3) costs or difficulties related to the integration of
acquisitions, including deposit attrition, customer retention and revenue loss, or expenses in
general are greater than expected; (4) general economic conditions, in the markets in which the
Corporation does business, are less favorable than expected; (5) risks inherent in making loans,
including repayment risks and risks associated with collateral values, are greater than expected;
(6) changes in the interest rate environment, or interest rate policies of the Board of Governors
of the Federal Reserve System, may reduce interest margins and affect funding sources; (7) changes
in market rates and prices may adversely affect the value of financial products; (8) legislation or
regulatory requirements or changes thereto, including changes in accounting standards, may
adversely affect the businesses in which the Corporation is engaged; (9) regulatory compliance cost
increases are greater than expected; (10) the passage of future tax legislation, or any negative
regulatory, administrative or judicial position, may adversely impact the Corporation; (11) the
17
Corporations competitors may have greater financial resources and may develop products that enable
them to compete more successfully in the markets in which it operates; and (12) changes in the
securities markets, including changes in interest rates, may adversely affect the Corporations
ability to raise capital from time to time.
Overview
First Charter Corporation is a regional financial services company with assets of
approximately $4.4 billion and is the holding company for First Charter Bank. As of June 30, 2006,
First Charter operated 58 financial centers, four insurance offices and 139 ATMs located throughout
North Carolina. First Charter also operates loan origination offices in Asheville, North Carolina
and Reston, Virginia. First Charter provides businesses and individuals with a broad range of
financial services, including banking, financial planning, wealth management, investments,
insurance, mortgages and a broad array of employee benefit programs.
As previously disclosed, on June 1, 2006 the Corporation entered into and announced a
definitive Agreement and Plan of Merger (the Merger Agreeement) to acquire all outstanding shares
of GBC Bancorp, Inc. (GBC), parent of Gwinnett Banking Company, headquartered in Lawrenceville,
Georgia (the Merger). Under the terms of the Merger Agreement, First Charter Corporation will
issue a combination of common stock and cash for the outstanding common shares of GBC. The Merger
requires 70 percent of the shares of GBC common stock to be exchanged for First Charter Corporation
common stock, with the remainder of the consideration being cash. Following closing of the
transaction, GBC shareholders will receive an aggregate of 2,975,000 First Charter Corporation
shares and approximately $30.6 million in cash, representing an approximate transaction value of
$102 million, based on an estimated value of First Charter Corporation common stock of $24.00 per
share. GBC shareholders have the option to receive 1.989 shares of First Charter Corporation common
stock or $47.74 in cash for each share of GBC common stock, or a combination of stock and cash,
subject to the transactions stock and cash limits mentioned above. The Merger is expected to
close during the fourth quarter of 2006 and is subject to approval by the GBC shareholders and
customary bank regulatory approvals.
The Corporations principal source of earnings is derived from net interest income. Net
interest income is the interest earned on securities, loans and other interest earning assets less
the interest paid for deposits and long- and short-term debt.
Another source of earnings for the Corporation is noninterest income. Noninterest income is
derived largely from service charges on deposit accounts and other fee or commission based services
and products including mortgage, financial management, brokerage and insurance. Other sources of
noninterest income include securities gains or losses, transactions involving bank-owned property
and income from Bank Owned Life Insurance (BOLI) policies.
Noninterest expense is the primary component of expense for the Corporation. Noninterest
expense is primarily composed of corporate operating expenses including salaries and benefits,
occupancy and equipment, professional fees and other operating expenses.
Fiscal 2006 Financial Summary
The Corporations second quarter 2006 net income was $11.5 million, an increase of 2 percent
from a year ago. Earnings per share were $0.37 per fully diluted share for the second quarter of
2006, equal to a year ago. Total revenues increased 3 percent to $49.9 million, compared to $48.6
million a year ago. The increase was driven by a $1.3 million increase in net interest income on a
taxable-equivalent basis and the net interest margin improved 33 basis points. The improvement in
net interest income and the margin was largely attributable to First Charters balance sheet
repositioning initiatives executed in the fourth quarter of 2005. Noninterest income decreased
slightly to $17.2 million from $17.3 million a year ago. This reflects a $0.9 million BOLI gain
recognized in the second quarter of 2005 with no similar gain in 2006. Noninterest expense
increased $2.1 million to $31.4 million due to costs associated with the Corporations Raleigh
18
investment and expenses associated with equity-based compensation (SFAS No. 123(R)). Loan growth
was strong as average balances increased $242.4 million or 9 percent compared to a year ago.
Average deposits increased $100.8 million or 4 percent compared to a year ago. Credit quality
continues to be very strong with net charge-offs 0.11 percent of average total loans in the second
quarter of 2006 compared to 0.19 percent a year ago. Raleigh balance sheet growth exceeded
expectations as loans increased $39.3 million to $81.2 million and deposits increased $26.6 million
to $30.0 million.
For the six months ended June 30, 2006 net income was $23.0 million, an increase of 6 percent
from the same year ago period. Earnings per share were $0.74 per fully diluted share compared to
$0.71 a year ago. Total revenues increased 5 percent to $100.2 million, compared to $95.0 million a
year ago. The increase was driven by two factors. First, net interest income on a
taxable-equivalent basis increased $2.9 million to $65.9 million as the net interest margin
improved 34 basis points. The improvement in net interest income and the margin was largely
attributable to First Charters balance sheet repositioning initiatives executed in the fourth
quarter of 2005. Second, noninterest income increased $2.4 million or 7 percent due to higher
insurance, mortgage and deposit revenues. Noninterest expense increased $4.7 million to $62.9
million due to costs associated with the Corporations Raleigh investment and expenses associated
with SFAS No. 123(R). Loan growth was strong as average balances increased $317.8 million or 12
percent compared to a year ago. Average deposits increased $128.4 million or 5 percent compared to
a year ago.
The Community Banking Model
First Charter follows a community banking model. The community banking model is focused on
delivering our clients with a broad array of financial products and solutions, delivered with
exceptional service and convenience at a fair price. It emphasizes local market decision making and
management whenever possible. Management believes this model works well against both larger
competitors that may have less flexibility, as well as local competition that may not have the
array of products and services that First Charter can offer. First Charter competes against three
of the largest banks in the country as well as other local banks, savings and loan associations,
credit unions and finance companies. Management believes that by focusing on core values, striving
to exceed our clients expectations, being an employer of choice and providing exceptional value to
shareholders, First Charter can achieve the profitability and growth goals it has set for itself.
Please refer to First Charters Annual Report on Form 10-K for the year ended December 31,
2005, for additional information with respect to the Corporations recent accomplishments and
significant challenges.
19
Table One
Selected Quarterly Financial Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended |
|
|
June 30, |
|
March 31, |
|
December 31, |
|
September 30, |
|
June 30, |
(Dollars in thousands, except per share amounts) |
|
2006 |
|
2006 |
|
2005 |
|
2005 |
|
2005 |
|
Income statement |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest income |
|
$ |
63,742 |
|
|
$ |
59,646 |
|
|
$ |
58,639 |
|
|
$ |
59,080 |
|
|
$ |
55,604 |
|
Total interest expense |
|
|
31,095 |
|
|
|
27,556 |
|
|
|
26,710 |
|
|
|
27,990 |
|
|
|
24,314 |
|
|
Net interest income |
|
|
32,647 |
|
|
|
32,090 |
|
|
|
31,929 |
|
|
|
31,090 |
|
|
|
31,290 |
|
Provision for loan losses |
|
|
880 |
|
|
|
1,519 |
|
|
|
1,795 |
|
|
|
2,770 |
|
|
|
2,878 |
|
Total noninterest income |
|
|
17,240 |
|
|
|
18,241 |
|
|
|
39 |
|
|
|
17,043 |
|
|
|
17,317 |
|
Total noninterest expense |
|
|
31,436 |
|
|
|
31,512 |
|
|
|
44,046 |
|
|
|
28,943 |
|
|
|
29,364 |
|
|
Net income (loss) before
income taxes |
|
|
17,571 |
|
|
|
17,300 |
|
|
|
(13,873 |
) |
|
|
16,420 |
|
|
|
16,365 |
|
Income tax expense (benefit) |
|
|
6,025 |
|
|
|
5,856 |
|
|
|
(5,543 |
) |
|
|
4,368 |
|
|
|
5,085 |
|
|
Net income (loss) |
|
$ |
11,546 |
|
|
$ |
11,444 |
|
|
$ |
(8,330 |
) |
|
$ |
12,052 |
|
|
$ |
11,280 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per share data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net income (loss) |
|
$ |
0.37 |
|
|
$ |
0.37 |
|
|
$ |
(0.27 |
) |
|
$ |
0.39 |
|
|
$ |
0.37 |
|
Diluted net income (loss) |
|
|
0.37 |
|
|
|
0.37 |
|
|
|
(0.27 |
) |
|
|
0.39 |
|
|
|
0.37 |
|
Cash dividends declared |
|
|
0.195 |
|
|
|
0.190 |
|
|
|
0.190 |
|
|
|
0.190 |
|
|
|
0.190 |
|
Period-end book value |
|
|
10.83 |
|
|
|
10.77 |
|
|
|
10.53 |
|
|
|
10.82 |
|
|
|
10.73 |
|
Average shares
outstanding basic |
|
|
31,058,858 |
|
|
|
30,859,461 |
|
|
|
30,678,743 |
|
|
|
30,575,440 |
|
|
|
30,409,307 |
|
Average shares
outstanding diluted |
|
|
31,339,325 |
|
|
|
31,153,338 |
|
|
|
30,678,743 |
|
|
|
30,891,887 |
|
|
|
30,679,636 |
|
Ratios |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Return on average |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
shareholders equity(1) |
|
|
13.78 |
|
|
|
14.12 |
|
|
|
(10.21 |
)% |
|
|
14.57 |
% |
|
|
14.12 |
% |
Return on average assets(1) |
|
|
1.08 |
|
|
|
1.10 |
|
|
|
(0.77 |
) |
|
|
1.02 |
|
|
|
1.00 |
|
Net interest margin (1) |
|
|
3.36 |
|
|
|
3.40 |
|
|
|
3.27 |
|
|
|
2.92 |
|
|
|
3.03 |
|
Average loans to
average deposits |
|
|
108.62 |
|
|
|
105.75 |
|
|
|
103.30 |
|
|
|
103.30 |
|
|
|
103.68 |
|
Average equity to
average assets |
|
|
7.86 |
|
|
|
7.82 |
|
|
|
7.52 |
|
|
|
7.03 |
|
|
|
7.05 |
|
Efficiency ratio (2) |
|
|
62.33 |
|
|
|
61.89 |
|
|
|
59.90 |
|
|
|
59.44 |
|
|
|
59.70 |
|
Selected period end
balances |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities available for sale |
|
$ |
884,370 |
|
|
$ |
900,424 |
|
|
$ |
899,111 |
|
|
$ |
1,374,163 |
|
|
$ |
1,412,885 |
|
Loans held for sale |
|
|
8,382 |
|
|
|
8,719 |
|
|
|
6,447 |
|
|
|
7,309 |
|
|
|
8,159 |
|
Loans, net |
|
|
3,042,768 |
|
|
|
2,981,458 |
|
|
|
2,917,020 |
|
|
|
2,900,357 |
|
|
|
2,829,127 |
|
Allowance for loan losses |
|
|
29,520 |
|
|
|
29,505 |
|
|
|
28,725 |
|
|
|
29,788 |
|
|
|
29,032 |
|
Total assets |
|
|
4,363,274 |
|
|
|
4,283,356 |
|
|
|
4,232,420 |
|
|
|
4,699,722 |
|
|
|
4,633,236 |
|
Total deposits |
|
|
2,988,802 |
|
|
|
2,800,346 |
|
|
|
2,799,479 |
|
|
|
2,872,993 |
|
|
|
2,751,385 |
|
Borrowings |
|
|
995,707 |
|
|
|
1,103,784 |
|
|
|
1,068,573 |
|
|
|
1,438,388 |
|
|
|
1,503,322 |
|
Total liabilities |
|
|
4,026,339 |
|
|
|
3,949,729 |
|
|
|
3,908,824 |
|
|
|
4,368,677 |
|
|
|
4,305,538 |
|
Total shareholders equity |
|
|
336,935 |
|
|
|
333,627 |
|
|
|
323,596 |
|
|
|
331,045 |
|
|
|
327,698 |
|
Selected average
balances |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans and loans held for sale |
|
|
3,030,815 |
|
|
|
2,945,908 |
|
|
|
2,932,195 |
|
|
|
2,904,954 |
|
|
|
2,788,438 |
|
Earning assets |
|
|
3,960,835 |
|
|
|
3,868,519 |
|
|
|
3,969,620 |
|
|
|
4,331,780 |
|
|
|
4,236,232 |
|
Total assets |
|
|
4,276,335 |
|
|
|
4,203,273 |
|
|
|
4,303,821 |
|
|
|
4,665,301 |
|
|
|
4,543,846 |
|
Total deposits |
|
|
2,790,197 |
|
|
|
2,785,632 |
|
|
|
2,838,566 |
|
|
|
2,812,165 |
|
|
|
2,689,390 |
|
Borrowings |
|
|
1,108,734 |
|
|
|
1,049,529 |
|
|
|
1,099,350 |
|
|
|
1,471,482 |
|
|
|
1,491,636 |
|
Total shareholders equity |
|
|
335,979 |
|
|
|
328,763 |
|
|
|
323,753 |
|
|
|
328,115 |
|
|
|
320,412 |
|
|
|
|
|
(1) |
|
Annualized |
|
(2) |
|
Noninterest expense less debt extinguishment expense and derivative termination
costs divided by the sum of taxable equivalent net interest income
plus noninterest income less gain (loss) on
sale of securities. |
20
Table Two
Selected Financial Data
|
|
|
|
|
|
|
|
|
|
|
For the Six Months |
|
|
Ended June 30, |
(Dollars in thousands, except per share amounts) |
|
2006 |
|
2005 |
|
Income statement |
|
|
|
|
|
|
|
|
Interest income |
|
$ |
123,388 |
|
|
$ |
106,886 |
|
Interest expense |
|
|
58,651 |
|
|
|
45,022 |
|
|
Net interest income |
|
|
64,737 |
|
|
|
61,864 |
|
Provision for loan losses |
|
|
2,399 |
|
|
|
4,778 |
|
Noninterest income |
|
|
35,481 |
|
|
|
33,131 |
|
Noninterest expense |
|
|
62,948 |
|
|
|
58,233 |
|
|
Income before income taxes |
|
|
34,871 |
|
|
|
31,984 |
|
Income taxes |
|
|
11,881 |
|
|
|
10,395 |
|
|
Net income |
|
$ |
22,990 |
|
|
$ |
21,589 |
|
|
|
|
|
|
|
|
|
|
|
Per common share |
|
|
|
|
|
|
|
|
Basic net income |
|
$ |
0.74 |
|
|
$ |
0.71 |
|
Diluted net income |
|
|
0.74 |
|
|
|
0.71 |
|
Cash dividends declared |
|
|
0.385 |
|
|
|
0.380 |
|
Period-end book value |
|
|
10.83 |
|
|
|
10.73 |
|
Average shares outstanding basic |
|
|
30,959,711 |
|
|
|
30,285,244 |
|
Average shares outstanding diluted |
|
|
31,249,049 |
|
|
|
30,607,931 |
|
Ratios |
|
|
|
|
|
|
|
|
Return on average shareholders equity(1) |
|
|
13.95 |
% |
|
|
13.67 |
% |
Return on average assets(1) |
|
|
1.09 |
|
|
|
0.97 |
|
Net interest margin(1) |
|
|
3.38 |
|
|
|
3.04 |
|
Average loans to average deposits |
|
|
107.20 |
|
|
|
100.42 |
|
Average equity to average assets |
|
|
7.84 |
|
|
|
7.09 |
|
Efficiency ratio(2) |
|
|
62.11 |
|
|
|
60.54 |
|
Selected period end balances |
|
|
|
|
|
|
|
|
Securities available for sale |
|
$ |
884,370 |
|
|
$ |
1,412,885 |
|
Loans held for sale |
|
|
8,382 |
|
|
|
8,159 |
|
Loans, net |
|
|
3,042,768 |
|
|
|
2,829,127 |
|
Allowance for loan losses |
|
|
29,520 |
|
|
|
29,032 |
|
Total assets |
|
|
4,363,274 |
|
|
|
4,633,236 |
|
Total deposits |
|
|
2,988,802 |
|
|
|
2,751,385 |
|
Borrowings |
|
|
995,707 |
|
|
|
1,503,322 |
|
Total liabilities |
|
|
4,026,339 |
|
|
|
4,305,538 |
|
Total shareholders equity |
|
|
336,935 |
|
|
|
327,698 |
|
Selected average balances |
|
|
|
|
|
|
|
|
Loans and loans held for sale |
|
|
2,988,596 |
|
|
|
2,670,810 |
|
Earning assets |
|
|
3,914,969 |
|
|
|
4,179,586 |
|
Total assets |
|
|
4,240,006 |
|
|
|
4,492,094 |
|
Total deposits |
|
|
2,787,928 |
|
|
|
2,659,757 |
|
Borrowings |
|
|
1,079,295 |
|
|
|
1,467,904 |
|
Total shareholders equity |
|
|
332,391 |
|
|
|
318,455 |
|
|
|
|
|
(1) |
|
Annualized |
|
(2) |
|
Noninterest expense divided by the sum of taxable equivalent net interest income
plus noninterest income less gain (loss) on sale of securities. |
21
Critical Accounting Estimates and Policies
The Corporations significant accounting policies are described in Note One of the
Corporations Annual Report on Form 10-K for the year ended December 31, 2005, on pages 57 to 69,
as supplemented in this report with respect to the Corporations recently adopted stock-based
compensation policy. These policies are essential in understanding managements discussion and
analysis of financial condition and results of operations. Some of the Corporations accounting
policies require significant judgment to estimate values of either assets or liabilities. In
addition, certain accounting principles require significant judgment with respect to their
application to complicated transactions to determine the most appropriate treatment.
The Corporation has identified three accounting policies as being critical in terms of
judgments and the extent to which estimates are used: allowance for loan losses, income taxes and
derivative instruments. In many cases, there are numerous alternative judgments that could be used
in the process of estimating values of assets or liabilities. Where alternatives exist, the
Corporation has used the factors that it believes represent the most reasonable value in developing
the inputs for the valuation. Actual performance that differs from the Corporations estimates of
the key variables could impact net income. For more information on the Corporations critical
accounting policies, refer to pages 26 to 29 of the Corporations Annual Report on Form 10-K for
the year ended December 31, 2005.
Earnings Performance
Net Interest Income and Margin
Net interest income, the difference between total interest income and total interest expense,
is the Corporations principal source of earnings. An analysis of the Corporations net interest
income on a taxable-equivalent basis and average balance sheets for the three and six months ended
June 30, 2006 and 2005 is presented in Tables Three and Four, respectively. Net interest income on
a taxable-equivalent basis (FTE) is a non-GAAP (Generally Accepted Accounting Principles)
performance measure used by management in operating the business which management believes provides
investors with a more accurate picture of the interest margin for comparative purposes. The changes
in net interest income (on a taxable-equivalent basis) for the three and six months ended June 30,
2006 and 2005 are analyzed in Tables Five and Six.
For the three months ended June 30, 2006, net interest income on a FTE basis amounted to $33.2
million, an increase of approximately 4 percent from $31.9 million for the three months ended June
30, 2005. The increase was primarily due to a $242.4 million increase in average loan balances, an
increase in the percentage of earning assets funded by low-cost core deposits (money market, demand
and savings accounts) and the balance sheet repositioning which occurred in late October 2005.
The net interest margin (tax-adjusted net interest income divided by average interest-earning
assets) increased 33 basis points to 3.36 percent for the three months ended June 30, 2006,
compared to 3.03 percent in the same 2005 period. The improvements were primarily the result of the
previously disclosed October 2005 balance sheet repositioning and improved pricing discipline.
The increase in earning asset yields of 119 basis points was driven by two factors. First,
loan yields increased 113 basis points to 7.17 percent and securities yields increased 45 basis
points to 4.37 percent. Second, the percentage of higher yielding assets improved as a result of
the balance sheet repositioning. The percentage of investment securities (which have lower yields
than loans, on average) to total earning assets was reduced from 33 percent to 22 percent over the
past year. Interest earning asset average balances decreased $275.4 million to $3.96 billion at
June 30, 2006 compared to $4.24 billion for the same 2005 period. The decrease was primarily due to
the balance sheet repositioning which resulted in a $520.8 million decline in average securities
balances. This was partially offset by $242.4 million growth in the Corporations loan average
balances compared to June 30, 2005.
22
The cost of interest bearing liabilities increased 104 basis points compared to the second
quarter of 2005. This was comprised of a 98 basis point increase in interest bearing deposit costs
to 3.11 percent while other borrowing costs increased 140 basis points to 4.61 percent.
Interest-bearing liability average balances decreased $322.1 million compared to June 30, 2005. The
decrease was primarily due to the balance sheet repositioning which resulted in a $382.9 million
decline in other borrowings average balances. This decline in interest bearing liabilities average
balances was partially offset by a $60.8 million increase in interest-bearing deposit average
balances compared to June 30, 2005, driven by a $122.9 million increase in money market average
balances.
For the six months ended June 30, 2006, net interest income on a FTE basis amounted to $65.9
million, an increase of approximately 5 percent from $63.0 million for the six months ended June
30, 2005. The increase was primarily due to a $317.8 million increase in average loan balances, an
increase in the percentage of earning assets funded by low-cost core deposits (money market, demand
and savings accounts) and the balance sheet repositioning which occurred in late October 2005.
The net interest margin (tax-adjusted net interest income divided by average interest-earning
assets) increased 34 basis points to 3.38 percent for the six months ended June 30, 2006, compared
to 3.04 percent in the same 2005 period. The improvements were primarily the result of the
previously disclosed October 2005 balance sheet repositioning and improved pricing discipline.
The increase in earning asset yields of 120 basis points was driven by two factors. First,
loan yields increased 111 basis points to 7.04 percent and securities yields increased 42 basis
points to 4.34 percent. Second, the percentage of higher yielding assets improved as a result of
the balance sheet repositioning. The percentage of investment securities (which have lower yields
than loans, on average) to total earning assets was reduced from 33 percent to 22 percent over the
past year. Interest earning asset average balances decreased $264.6 million to $3.91 billion for
the six months ended June 30, 2006 compared to $4.18 billion for the same 2005 period. The decrease
was primarily due to the balance sheet repositioning which resulted in a $583.1 million decline in
average securities balances. This was partially offset by $317.8 million growth in the
Corporations loan average balances compared to the six months ended June 30, 2005.
The cost of interest bearing liabilities increased 102 basis points compared to the six months
ended June 30, 2005. This was comprised of a 96 basis point increase in interest bearing deposit
costs to 2.97 percent while other borrowing costs increased 142 basis points to 4.44 percent.
Interest-bearing liability average balances decreased $300.4 million compared to the six months
ended June 30, 2005. The decrease was primarily due to the balance sheet repositioning which
resulted in a $388.7 million decline in other borrowings average balances. This decline in interest
bearing liabilities average balances was partially offset by a $88.2 million increase in
interest-bearing deposit average balances compared to the six months ended June 30, 2005, driven by
a $96.3 million increase in money market average balances.
The following table compares interest income and yields for interest earning asset average
balances and interest expense and rates paid on interest bearing liability average balances for the
three months ended June 30, 2006 and 2005. In addition, the table includes the net interest margin.
23
Table Three
Average Balances and Net Interest Income Analysis
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second Quarter 2006 |
|
Second Quarter 2005 |
|
|
|
|
|
|
Interest |
|
Average |
|
|
|
|
|
Interest |
|
Average |
|
|
Average |
|
Income/ |
|
Yield/Rate |
|
Average |
|
Income/ |
|
Yield/Rate |
(Dollars in thousands) |
|
Balance |
|
Expense |
|
Paid(5) |
|
Balance |
|
Expense |
|
Paid(5) |
|
Interest earning assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans and loans held for sale(1)(2)(3) |
|
$ |
3,030,815 |
|
|
$ |
54,167 |
|
|
|
7.17 |
% |
|
$ |
2,788,438 |
|
|
$ |
42,016 |
|
|
|
6.04 |
% |
Securities taxable |
|
|
819,886 |
|
|
|
8,534 |
|
|
|
4.16 |
|
|
|
1,331,470 |
|
|
|
12,594 |
|
|
|
3.78 |
|
Securities nontaxable |
|
|
101,140 |
|
|
|
1,520 |
|
|
|
6.01 |
|
|
|
110,383 |
|
|
|
1,551 |
|
|
|
5.62 |
|
Federal funds sold |
|
|
3,011 |
|
|
|
37 |
|
|
|
4.93 |
|
|
|
1,641 |
|
|
|
12 |
|
|
|
2.88 |
|
Interest bearing bank deposits |
|
|
5,983 |
|
|
|
60 |
|
|
|
4.02 |
|
|
|
4,300 |
|
|
|
26 |
|
|
|
2.47 |
|
|
Total earning assets(4) |
|
|
3,960,835 |
|
|
|
64,318 |
|
|
|
6.51 |
|
|
|
4,236,232 |
|
|
|
56,199 |
|
|
|
5.32 |
|
|
Cash and due from banks |
|
|
77,115 |
|
|
|
|
|
|
|
|
|
|
|
91,346 |
|
|
|
|
|
|
|
|
|
Other assets |
|
|
238,385 |
|
|
|
|
|
|
|
|
|
|
|
216,268 |
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
4,276,335 |
|
|
|
|
|
|
|
|
|
|
$ |
4,543,846 |
|
|
|
|
|
|
|
|
|
|
Interest bearing liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand deposits |
|
|
928,151 |
|
|
|
5,103 |
|
|
|
2.21 |
|
|
|
782,768 |
|
|
|
1,821 |
|
|
|
0.93 |
|
Savings deposits |
|
|
121,130 |
|
|
|
65 |
|
|
|
0.22 |
|
|
|
125,049 |
|
|
|
70 |
|
|
|
0.23 |
|
Other time deposits |
|
|
1,312,993 |
|
|
|
13,175 |
|
|
|
4.02 |
|
|
|
1,393,675 |
|
|
|
10,319 |
|
|
|
2.97 |
|
Other borrowings |
|
|
1,108,734 |
|
|
|
12,752 |
|
|
|
4.61 |
|
|
|
1,491,636 |
|
|
|
12,104 |
|
|
|
3.21 |
|
|
Total interest bearing liabilities |
|
|
3,471,008 |
|
|
|
31,095 |
|
|
|
3.59 |
|
|
|
3,793,128 |
|
|
|
24,314 |
|
|
|
2.55 |
|
|
Noninterest bearing sources: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest bearing deposits |
|
|
427,923 |
|
|
|
|
|
|
|
|
|
|
|
387,898 |
|
|
|
|
|
|
|
|
|
Other liabilities |
|
|
41,425 |
|
|
|
|
|
|
|
|
|
|
|
42,408 |
|
|
|
|
|
|
|
|
|
Shareholders equity |
|
|
335,979 |
|
|
|
|
|
|
|
|
|
|
|
320,412 |
|
|
|
|
|
|
|
|
|
|
Total liabilities and
shareholders equity |
|
$ |
4,276,335 |
|
|
|
|
|
|
|
|
|
|
$ |
4,543,846 |
|
|
|
|
|
|
|
|
|
|
Net interest spread |
|
|
|
|
|
|
|
|
|
|
2.92 |
|
|
|
|
|
|
|
|
|
|
|
2.77 |
|
Impact of noninterest bearing sources |
|
|
|
|
|
|
|
|
|
|
0.44 |
|
|
|
|
|
|
|
|
|
|
|
0.26 |
|
|
Net interest income/
yield on earning assets |
|
|
|
|
|
$ |
33,223 |
|
|
|
3.36 |
% |
|
|
|
|
|
$ |
31,885 |
|
|
|
3.03 |
% |
|
|
|
|
(1) |
|
The preceding analysis takes into consideration the principal amount of
nonaccruing loans and only income actually collected and recognized
on such loans. |
|
(2) |
|
Average loan balances are shown net of unearned income. |
|
(3) |
|
Includes loan fees and amortization of deferred loan fees of approximately
$701 and $529 for the second quarter of 2006 and 2005, respectively. |
|
(4) |
|
Yields on nontaxable securities and loans are stated on a taxable-equivalent
basis, assuming a Federal tax rate of 35 percent and applicable
state taxes for the second quarter of 2006 and 2005. The adjustments made to convert to a
taxable-equivalent basis were $576 and $595 for
the second quarter of 2006 and 2005, respectively. |
|
(5) |
|
Annualized |
The following table compares interest income and yields for interest earning asset
average balances and interest expense and rates paid on interest bearing liability average balances
for the six months ended June 30, 2006 and 2005. In addition, the table includes the net interest
margin.
24
Table Four
Average Balances and Net Interest Income Analysis
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June |
|
|
2006 |
|
2005 |
|
|
|
|
|
|
Interest |
|
Average |
|
|
|
|
|
Interest |
|
Average |
|
|
Average |
|
Income/ |
|
Yield/Rate |
|
Average |
|
Income/ |
|
Yield/Rate |
(Dollars in thousands) |
|
Balance |
|
Expense |
|
Paid(5) |
|
Balance |
|
Expense |
|
Paid(5) |
|
Interest earning assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans and loans held for sale(1) (2) (3) |
|
$ |
2,988,596 |
|
|
$ |
104,473 |
|
|
|
7.04 |
% |
|
$ |
2,670,810 |
|
|
$ |
78,516 |
|
|
|
5.93 |
% |
Securities taxable |
|
|
814,175 |
|
|
|
16,842 |
|
|
|
4.14 |
|
|
|
1,389,491 |
|
|
|
26,406 |
|
|
|
3.80 |
|
Securities nontaxable |
|
|
103,735 |
|
|
|
3,063 |
|
|
|
5.91 |
|
|
|
111,543 |
|
|
|
3,044 |
|
|
|
5.46 |
|
Federal funds sold |
|
|
3,115 |
|
|
|
73 |
|
|
|
4.70 |
|
|
|
1,585 |
|
|
|
21 |
|
|
|
2.66 |
|
Interest bearing bank deposits |
|
|
5,348 |
|
|
|
99 |
|
|
|
3.75 |
|
|
|
6,157 |
|
|
|
69 |
|
|
|
2.27 |
|
|
Total earning assets(4) |
|
|
3,914,969 |
|
|
|
124,550 |
|
|
|
6.40 |
|
|
|
4,179,586 |
|
|
|
108,056 |
|
|
|
5.20 |
|
|
Cash and due from banks |
|
|
87,409 |
|
|
|
|
|
|
|
|
|
|
|
92,351 |
|
|
|
|
|
|
|
|
|
Other assets |
|
|
237,628 |
|
|
|
|
|
|
|
|
|
|
|
220,157 |
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
4,240,006 |
|
|
|
|
|
|
|
|
|
|
$ |
4,492,094 |
|
|
|
|
|
|
|
|
|
|
Interest bearing liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand deposits |
|
|
929,956 |
|
|
|
9,399 |
|
|
|
2.04 |
|
|
|
795,232 |
|
|
|
3,357 |
|
|
|
0.85 |
|
Savings deposits |
|
|
120,616 |
|
|
|
130 |
|
|
|
0.22 |
|
|
|
124,140 |
|
|
|
140 |
|
|
|
0.23 |
|
Other time deposits |
|
|
1,316,992 |
|
|
|
25,376 |
|
|
|
3.89 |
|
|
|
1,359,964 |
|
|
|
19,227 |
|
|
|
2.85 |
|
Other borrowings |
|
|
1,079,295 |
|
|
|
23,746 |
|
|
|
4.44 |
|
|
|
1,467,904 |
|
|
|
22,298 |
|
|
|
3.02 |
|
|
Total interest bearing liabilities |
|
|
3,446,859 |
|
|
|
58,651 |
|
|
|
3.43 |
|
|
|
3,747,240 |
|
|
|
45,022 |
|
|
|
2.41 |
|
|
Noninterest bearing sources: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest bearing deposits |
|
|
420,364 |
|
|
|
|
|
|
|
|
|
|
|
380,421 |
|
|
|
|
|
|
|
|
|
Other liabilities |
|
|
40,392 |
|
|
|
|
|
|
|
|
|
|
|
45,978 |
|
|
|
|
|
|
|
|
|
Shareholders equity |
|
|
332,391 |
|
|
|
|
|
|
|
|
|
|
|
318,455 |
|
|
|
|
|
|
|
|
|
|
Total liabilities and
Shareholders equity |
|
$ |
4,240,006 |
|
|
|
|
|
|
|
|
|
|
$ |
4,492,094 |
|
|
|
|
|
|
|
|
|
|
Net interest spread |
|
|
|
|
|
|
|
|
|
|
2.97 |
|
|
|
|
|
|
|
|
|
|
|
2.80 |
|
Impact of noninterest bearing sources |
|
|
|
|
|
|
|
|
|
|
0.41 |
|
|
|
|
|
|
|
|
|
|
|
0.24 |
|
|
Net interest income/
yield on earning assets |
|
|
|
|
|
$ |
65,899 |
|
|
|
3.38 |
% |
|
|
|
|
|
$ |
63,034 |
|
|
|
3.04 |
% |
|
|
|
|
(1) |
|
The preceding analysis takes into consideration the principal amount of nonaccruing loans
and only income actually collected
and recognized on such loans. |
|
(2) |
|
Average loan balances are shown net of unearned income. |
|
(3) |
|
Includes amortization of deferred loan fees of approximately $1,446 and $996 for the six months
ended June 30, 2006 and
2005, respectively. |
|
(4) |
|
Yields on nontaxable securities and loans are stated on a taxable-equivalent basis, assuming a
Federal tax rate of 35 percent
and applicable state taxes for the first six months of 2006 and 2005. The adjustments made to
convert to a taxable-equivalent basis were $1,162 and $1,170 for the six months ended June 30, 2006 and 2005, respectively. |
|
(5) |
|
Annualized |
25
Changes in net interest income for the three months ended June 30, 2006 and June 30, 2005 are
as follows:
Table Five
Volume and Rate Variance Analysis
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
June 30, 2006 versus June 30, 2005 |
|
|
Increase (Decrease) in Net Interest Income |
|
|
Due to Change in Rate and Volume (1) |
|
|
2006 |
|
|
|
|
|
|
|
|
|
2005 |
|
|
Income/ |
|
|
|
|
|
|
|
|
|
Income/ |
(Dollars in thousands) |
|
Expense |
|
Rate |
|
Volume |
|
Expense |
|
Interest income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans and loans held for sale(2) |
|
$ |
54,167 |
|
|
$ |
8,159 |
|
|
$ |
3,992 |
|
|
$ |
42,016 |
|
Securities taxable |
|
|
8,534 |
|
|
|
1,024 |
|
|
|
(5,084 |
) |
|
|
12,594 |
|
Securities nontaxable(2) |
|
|
1,520 |
|
|
|
103 |
|
|
|
(134 |
) |
|
|
1,551 |
|
Federal funds sold |
|
|
37 |
|
|
|
12 |
|
|
|
13 |
|
|
|
12 |
|
Interest bearing bank deposits |
|
|
60 |
|
|
|
20 |
|
|
|
14 |
|
|
|
26 |
|
|
Total interest income |
|
$ |
64,318 |
|
|
$ |
9,318 |
|
|
$ |
(1,199 |
) |
|
|
$56,199 |
|
|
Interest expense: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand deposits |
|
$ |
5,103 |
|
|
$ |
2,711 |
|
|
$ |
571 |
|
|
$ |
1,821 |
|
Savings deposits |
|
|
65 |
|
|
|
(3 |
) |
|
|
(2 |
) |
|
|
70 |
|
Other time deposits |
|
|
13,175 |
|
|
|
3,560 |
|
|
|
(704 |
) |
|
|
10,319 |
|
Other borrowings |
|
|
12,752 |
|
|
|
4,405 |
|
|
|
(3,757 |
) |
|
|
12,104 |
|
|
Total interest expense |
|
|
31,095 |
|
|
|
10,673 |
|
|
|
(3,892 |
) |
|
|
24,314 |
|
|
Net interest income |
|
$ |
33,223 |
|
|
$ |
(1,355 |
) |
|
$ |
2,693 |
|
|
$ |
31,885 |
|
|
|
|
|
(1) |
|
The changes for each category of income and expense are divided between the
portion of change attributable
to the variance in rate or volume for that category. The amount of change that cannot be separated
is allocated
to each variance proportionately. |
|
(2) |
|
Income on nontaxable securities and loans are stated on a taxable-equivalent basis.
Refer to Table Three
for further details. |
Changes in net interest income for the six months ended June 30, 2006 and June 30, 2005
are as follows:
Table Six
Volume and Rate Variance Analysis
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
June 30, 2006 versus June 30, 2005 |
|
|
Increase (Decrease) in Net Interest Income |
|
|
Due to Change in Rate and Volume(1) |
|
|
2006 |
|
|
|
|
|
|
|
|
|
2005 |
|
|
Income/ |
|
|
|
|
|
|
|
|
|
Income/ |
(Dollars in thousands) |
|
Expense |
|
Rate |
|
Volume |
|
Expense |
|
Interest income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans and loans held for sale(2) |
|
$ |
104,473 |
|
|
$ |
15,732 |
|
|
$ |
10,225 |
|
|
$ |
78,516 |
|
Securities taxable |
|
|
16,842 |
|
|
|
1,853 |
|
|
|
(11,417 |
) |
|
|
26,406 |
|
Securities nontaxable(2) |
|
|
3,063 |
|
|
|
241 |
|
|
|
(222 |
) |
|
|
3,044 |
|
Federal funds sold |
|
|
73 |
|
|
|
24 |
|
|
|
28 |
|
|
|
21 |
|
Interest bearing bank deposits |
|
|
99 |
|
|
|
42 |
|
|
|
(12 |
) |
|
|
69 |
|
|
Total interest income |
|
$ |
124,550 |
|
|
$ |
17,892 |
|
|
$ |
(1,398 |
) |
|
$ |
108,056 |
|
|
Interest expense: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand deposits |
|
$ |
9,399 |
|
|
$ |
5,077 |
|
|
$ |
965 |
|
|
$ |
3,357 |
|
Savings deposits |
|
|
130 |
|
|
|
(7 |
) |
|
|
(3 |
) |
|
|
140 |
|
Other time deposits |
|
|
25,376 |
|
|
|
6,867 |
|
|
|
(718 |
) |
|
|
19,227 |
|
Other borrowings |
|
|
23,746 |
|
|
|
8,676 |
|
|
|
(7,228 |
) |
|
|
22,298 |
|
|
Total interest expense |
|
|
58,651 |
|
|
|
20,613 |
|
|
|
(6,984 |
) |
|
|
45,022 |
|
|
Net interest income |
|
$ |
65,899 |
|
|
$ |
(2,721 |
) |
|
$ |
5,586 |
|
|
$ |
63,034 |
|
|
|
|
|
(1) |
|
The changes for each category of income and expense are divided between the
portion of change attributable
to the variance in rate or volume for that category. The amount of change that cannot be separated
is allocated
to each variance proportionately. |
|
(2) |
|
Income on nontaxable securities and loans are stated on a taxable-equivalent basis.
Refer to Table Four
for further details. |
26
Noninterest Income
The major components of noninterest income are derived from service charges on deposit
accounts, mortgage, brokerage, insurance and wealth management. In addition, the Corporation
realizes securities gains and losses, gains and losses from transactions involving bank owned
property and income from its BOLI policies.
Noninterest income decreased $0.1 million, or less than 1 percent, to $17.2 million compared
to the second quarter of 2005. The year over year comparison of noninterest income was impacted by
several unique transactions which include: Bank Owned Life Insurance (BOLI) claims of $0.9
million in the second quarter of 2005 versus none in the same quarter of 2006; $0.2 million of
losses in the Corporations SBIC/Venture Capital portfolio in the second quarter of 2005 versus
$11,000 of gains in the same quarter of 2006; and $0.2 million of gains on the sale of bank
property in the second quarter of 2005 versus $0.1 million in the second quarter of 2006.
Excluding these transactions, noninterest income increased $0.7 million, or 5 percent, compared to
the second quarter of 2005.
Deposit service charges increased $0.4 million due to checking account growth and increases in
NSF volume. ATM and merchant income increased $0.4 million due primarily to growth in ATM and debit
card fees as a result of increased transaction volume. Insurance services income decreased $0.2
million primarily as a portion of revenue traditionally recorded in the second quarter was received
in the first quarter of 2006.
Noninterest income increased $2.4 million to $35.5 million for the six months ended June 30,
2006 compared to the same period in 2005. The year over year comparison of noninterest income was
impacted by several transactions which include: Bank Owned Life Insurance (BOLI) claims of $0.9
million in the first half of 2005 versus none in the same 2006 period; $0.2 million of losses in
the Corporations SBIC/Venture Capital portfolio in the first half of 2005 versus $0.6 million of
gains in the same 2006 period; and $0.7 million of gains on the sale of bank property in the first
half of 2005 versus $0.2 million in the second 2006 period.
Deposit service charges increased $0.9 million due to checking account growth and increases in
NSF volume. ATM and debit card income increased $0.8 million due primarily to growth in ATM and
debit card fees as a result of increased transaction volume. Insurance services revenues increased
$0.5 million due to an increase in contingency income. Mortgage loan fees increased $0.5 million
due to an increase in the volume of loans sold in 2006 compared to the first half of 2005.
The following table compares noninterest income for the periods indicated.
Table Seven
Noninterest Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
|
|
|
|
|
|
|
|
Six Months |
|
|
|
|
Ended June 30, |
|
Increase/(Decrease) |
|
Ended June 30, |
|
Increase/(Decrease) |
(Dollars in thousands) |
|
2006 |
|
2005 |
|
Amount |
|
Percent |
|
2006 |
|
2005 |
|
Amount |
|
Percent |
|
Service charges on
deposit accounts |
|
$ |
7,469 |
|
|
$ |
7,061 |
|
|
$ |
408 |
|
|
|
5.8 |
% |
|
$ |
14,167 |
|
|
$ |
13,297 |
|
|
$ |
870 |
|
|
|
6.5 |
% |
Wealth management income |
|
|
1,535 |
|
|
|
1,596 |
|
|
|
(61 |
) |
|
|
(3.8 |
) |
|
|
3,199 |
|
|
|
3,176 |
|
|
|
23 |
|
|
|
0.7 |
|
Gain (loss) on sale of
securities |
|
|
32 |
|
|
|
18 |
|
|
|
14 |
|
|
|
77.8 |
|
|
|
32 |
|
|
|
(31 |
) |
|
|
63 |
|
|
|
(203.2 |
) |
Gain (loss) from equity
method investments |
|
|
11 |
|
|
|
(174 |
) |
|
|
185 |
|
|
|
106.3 |
|
|
|
556 |
|
|
|
(232 |
) |
|
|
788 |
|
|
|
(339.7 |
) |
Mortgage services income |
|
|
916 |
|
|
|
817 |
|
|
|
99 |
|
|
|
12.1 |
|
|
|
1,724 |
|
|
|
1,211 |
|
|
|
513 |
|
|
|
42.4 |
|
Brokerage services income |
|
|
692 |
|
|
|
793 |
|
|
|
(101 |
) |
|
|
(12.7 |
) |
|
|
1,403 |
|
|
|
1,595 |
|
|
|
(192 |
) |
|
|
(12.0 |
) |
Insurance services income |
|
|
2,857 |
|
|
|
3,099 |
|
|
|
(242 |
) |
|
|
(7.8 |
) |
|
|
7,147 |
|
|
|
6,611 |
|
|
|
536 |
|
|
|
8.1 |
|
Bank owned life insurance |
|
|
850 |
|
|
|
1,762 |
|
|
|
(912 |
) |
|
|
(51.8 |
) |
|
|
1,677 |
|
|
|
2,589 |
|
|
|
(912 |
) |
|
|
(35.2 |
) |
Gain on sale of property |
|
|
107 |
|
|
|
188 |
|
|
|
(81 |
) |
|
|
(43.1 |
) |
|
|
188 |
|
|
|
717 |
|
|
|
(529 |
) |
|
|
(73.8 |
) |
ATM & merchant income |
|
|
2,117 |
|
|
|
1,719 |
|
|
|
398 |
|
|
|
23.2 |
|
|
|
4,015 |
|
|
|
3,169 |
|
|
|
846 |
|
|
|
26.7 |
|
Other |
|
|
654 |
|
|
|
438 |
|
|
|
216 |
|
|
|
49.3 |
|
|
|
1,373 |
|
|
|
1,029 |
|
|
|
344 |
|
|
|
33.4 |
|
|
Total noninterest income |
|
$ |
17,240 |
|
|
$ |
17,317 |
|
|
$ |
(77 |
) |
|
|
(0.4 |
)% |
|
$ |
35,481 |
|
|
$ |
33,131 |
|
|
$ |
2,350 |
|
|
|
7.1 |
% |
|
Noninterest Expense
Noninterest expense increased $2.1 million to $31.4 million compared to the second quarter of
2005. Of this, $1.5 million is attributable to expenses related to First Charters Raleigh
investments and a recent de novo branch in South Charlotte.
27
Salaries and employee benefits increased $0.9 million compared to the second quarter of 2005,
of which $0.7 million is due to additional personnel related to the Raleigh market expansion and
the Charlotte de novo branch. Expenses associated with equity-based compensation (SFAS 123(R))
totaled $0.6 million, while increased commission-based compensation contributed $0.4 million toward
the increase in salary and employee benefits. These increases were partially offset by a $1.1
million expense associated with a legacy employee benefit plan in the second quarter of 2005, which
did not recur in 2006 and by lower benefit expenses due to a reduction in incentive accruals and
lower health care expenses.
Compared to the second quarter of 2005 professional services increased $0.3 million, data
processing increased $0.2 million as a result of increased ATM and debit transaction costs and
occupancy and equipment expense increased $0.2 million related to additional Raleigh financial
centers and the Charlotte de novo branch.
Noninterest expense increased $4.7 million to $62.9 million for the six months ended June 30,
2006 compared to the same 2005 period. Of this, $2.8 million is attributable to expenses related to
First Charters Raleigh investments and a recent de novo branch in South Charlotte.
Salaries and employee benefits increased $3.0 million compared to the first half of 2005, of
which $1.5 million is due to additional personnel related to the Raleigh market expansion and the
Charlotte de novo branch. Expenses associated with equity-based compensation (SFAS 123(R)) totaled
$1.1 million, while increased commission-based compensation and 401(k) expenses contributed $0.9
million and $0.5 million, respectively, toward the increase in salary and employee benefits. These
increases were partially offset by a $1.1 million expense associated with a legacy employee benefit
plan and by $1.0 million of expenses associated with the former CFOs retirement in 2005, which did
not recur in 2006.
Occupancy and equipment expense increased $0.6 million related to additional Raleigh financial
centers and the Charlotte de novo branch. Professional services increased $0.4 million as a result
of consulting services on capital projects and marketing expenses increased $0.3 million due to the
Raleigh market entry.
The following table compares noninterest expense for the periods indicated.
Table Eight
Noninterest Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
|
|
|
|
|
|
|
|
Six Months |
|
|
|
|
Ended June 30, |
|
Increase/(Decrease) |
|
Ended June 30, |
|
Increase/(Decrease) |
(Dollars in thousands) |
|
2006 |
|
2005 |
|
Amount |
|
Percent |
|
2006 |
|
2005 |
|
Amount |
|
Percent |
|
Salaries and
employee benefits |
|
$ |
16,824 |
|
|
$ |
15,908 |
|
|
$ |
916 |
|
|
|
5.8 |
% |
|
$ |
34,517 |
|
|
$ |
31,477 |
|
|
$ |
3,040 |
|
|
|
9.7 |
% |
Occupancy and equipment |
|
|
4,887 |
|
|
|
4,687 |
|
|
|
200 |
|
|
|
4.3 |
|
|
|
9,657 |
|
|
|
9,068 |
|
|
|
589 |
|
|
|
6.5 |
|
Data processing |
|
|
1,491 |
|
|
|
1,333 |
|
|
|
158 |
|
|
|
11.9 |
|
|
|
2,944 |
|
|
|
2,654 |
|
|
|
290 |
|
|
|
10.9 |
|
Marketing |
|
|
1,196 |
|
|
|
1,065 |
|
|
|
131 |
|
|
|
12.3 |
|
|
|
2,484 |
|
|
|
2,145 |
|
|
|
339 |
|
|
|
15.8 |
|
Postage and supplies |
|
|
1,328 |
|
|
|
1,187 |
|
|
|
141 |
|
|
|
11.9 |
|
|
|
2,559 |
|
|
|
2,395 |
|
|
|
164 |
|
|
|
6.8 |
|
Professional services |
|
|
2,305 |
|
|
|
1,984 |
|
|
|
321 |
|
|
|
16.2 |
|
|
|
4,255 |
|
|
|
3,897 |
|
|
|
358 |
|
|
|
9.2 |
|
Amortization of intangibles |
|
|
154 |
|
|
|
126 |
|
|
|
28 |
|
|
|
22.2 |
|
|
|
304 |
|
|
|
257 |
|
|
|
47 |
|
|
|
18.3 |
|
Telephone |
|
|
528 |
|
|
|
551 |
|
|
|
(23 |
) |
|
|
(4.2 |
) |
|
|
1,107 |
|
|
|
1,079 |
|
|
|
28 |
|
|
|
2.6 |
|
Other |
|
|
2,723 |
|
|
|
2,523 |
|
|
|
200 |
|
|
|
7.9 |
|
|
|
5,121 |
|
|
|
5,261 |
|
|
|
(140 |
) |
|
|
(2.7 |
) |
|
Total noninterest expense |
|
$ |
31,436 |
|
|
$ |
29,364 |
|
|
$ |
2,072 |
|
|
|
7.1 |
% |
|
$ |
62,948 |
|
|
$ |
58,233 |
|
|
$ |
4,715 |
|
|
|
8.1 |
% |
|
28
Income Tax Expense
Income tax expense for the three months ended June 30, 2006 was $6.0 million for an effective
tax rate of 34.3 percent, compared to $5.1 million representing an effective tax rate of 31.1
percent for the same period of 2005. The income tax expense for the six months ended June 30, 2006
was $11.9 million representing an effective tax rate of 34.1 percent, compared to $10.4 million
for an effective tax rate of 32.5 percent for the same 2005 period. The increase in the effective
tax rate is primarily due to a decrease in estimated nontaxable adjustments relative to pre-tax
income.
Balance Sheet Analysis
Securities Available-for-Sale
The securities portfolio, all of which is classified as available-for-sale, is a component of
the Corporations Asset Liability Management (ALM) strategy. The decision to purchase or sell
securities is based upon liquidity needs, changes in interest rates, changes in the Banks risk
tolerance, the composition of the rest of the balance sheet, and other factors. Securities
available-for-sale are accounted for at fair value, with unrealized gains and losses recorded net
of tax as a component of other comprehensive income in shareholders equity unless the unrealized
losses are considered other-than-temporary.
The fair value of the securities portfolio is determined by various third party sources.
Valuations are determined as of a date within close proximity to the end of the reporting period
based on available quoted market prices or quoted market prices for similar securities if a quoted
market price is not available.
At June 30, 2006, securities available-for-sale were $884.4 million or 22.2 percent of total
earning assets, compared to $899.1 million or 23.3 percent of total earning assets at December 31,
2005. Pre-tax unrealized net losses on securities available-for-sale were $28.6 million at June 30,
2006, compared to pre-tax unrealized net losses of $18.6 million at December 31, 2005. This
increase was due to a rise in interest rates across the yield curve. To mitigate the risk of
unrealized losses increasing due to rising interest rates, the Corporations current investment
strategy focuses on holding shorter duration securities with more predictable cash flows in a
variety of interest rate scenarios. This will allow the Corporation to reinvest the cash flows of
the portfolio into higher rate securities or fund loan growth in a rising interest rate
environment. The weighted average duration of the portfolio was 2.3 years at June 30, 2006 compared
to 2.5 years at December 31, 2005.
Loan Portfolio
The Corporations loan portfolio consists of six major categories: Commercial Non Real Estate,
Commercial Real Estate, Construction, Mortgage, Consumer, and Home Equity. Pricing is driven by
quality, loan size, loan tenor, prepayment risk, the Corporations relationship with the customer,
competition and other factors. The Corporation is primarily a secured lender in all of these loan
categories. The terms of the Corporations loans are generally five years or less with the
exception of home equity lines and residential mortgages, for which the maturity can extend out to
30 years. In addition, the Corporation has a program in which it buys and sells portions of
commercial real estate, commercial non real estate and construction loans (primarily originated in
the Southeastern region of the United States), both participations and syndications, from key
strategic partner financial institutions with which the Corporation has established relationships.
This program enables the Corporation to diversify both its geographic and its total exposure risk.
Gross loans increased $126.4 million, or 9 percent annualized, to $3.07 billion at June 30,
2006 compared to $2.95 billion at December 31, 2005. The growth was driven by commercial real
estate and construction loans which increased $120.4 million and $51.6 million, respectively.
Mortgage loans declined $15.7 million due, in part, to normal loan amortization and the
Corporations strategy of selling most of its new mortgage production in the secondary market. Home equity loans declined $14.2
million partly as a result of customers refinancing adjustable rate home equity loans into fixed
rate first mortgage loans.
29
Commercial non real estate loans declined $13.0 million and consumer
loans declined $2.8 million. In late 2005 and early 2006, the Corporation expanded into the
Raleigh, North Carolina market with four de novo financial centers. On June 30, 2006 First Charter
had $81.2 million in loan balances from the Raleigh market.
The table below summarizes loans in the classifications indicated.
Table Nine
Loan Portfolio Composition
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
% |
|
December 31, |
|
% |
(Dollars in thousands) |
|
2006 |
|
of Total Loans |
|
2005 |
|
of Total Loans |
|
Commercial real estate |
|
$ |
885,981 |
|
|
|
28.8 |
% |
|
$ |
780,597 |
|
|
|
26.5 |
% |
Commercial non real estate |
|
|
220,433 |
|
|
|
7.2 |
|
|
|
233,409 |
|
|
|
7.9 |
|
Construction |
|
|
584,094 |
|
|
|
19.0 |
|
|
|
517,392 |
|
|
|
17.6 |
|
Mortgage |
|
|
557,338 |
|
|
|
18.1 |
|
|
|
573,007 |
|
|
|
19.4 |
|
Consumer |
|
|
355,815 |
|
|
|
11.6 |
|
|
|
358,592 |
|
|
|
12.2 |
|
Home equity |
|
|
468,685 |
|
|
|
15.3 |
|
|
|
482,921 |
|
|
|
16.4 |
|
|
Total loans |
|
|
3,072,346 |
|
|
|
100.0 |
|
|
|
2,945,918 |
|
|
|
100.0 |
|
|
Less allowance for loan
losses |
|
|
(29,520 |
) |
|
|
(1.0 |
) |
|
|
(28,725 |
) |
|
|
(1.0 |
) |
Unearned income |
|
|
(58 |
) |
|
|
(0.0 |
) |
|
|
(173 |
) |
|
|
(0.0 |
) |
|
Loans, net |
|
$ |
3,042,768 |
|
|
|
99.0 |
% |
|
$ |
2,917,020 |
|
|
|
99.0 |
% |
|
Deposits
Deposits totaled $2.99 billion at June 30, 2006, a $189.3 million increase from December 31,
2005. Period-end core deposits (money market, demand and savings accounts) increased $92.5 million
to $1.57 billion at June 30, 2006. Retail certificates of deposit (CDs) increased $55.8 million
from December 31, 2005 to $972.4 million. The increase was largely driven by customer preferences
for the higher yields offered by CDs relative to other bank deposit products at the time. The
Corporation utilizes brokered CDs, which increased $41.0 million to $446.2 million, as an
alternative source of cost-effective funding.
Other Borrowings
Other borrowings consist of Federal Funds purchased, securities sold under agreements to
repurchase, commercial paper and other short-term borrowings, and long-term borrowings. At June 30,
2006, the Bank had available federal funds lines totaling $145.0 million with $10.0 million
outstanding compared to $25.0 million outstanding at December 31, 2005. Securities sold under
agreements to repurchase totaled $209.8 million at June 30, 2006 compared to $287.3 million at
December 31, 2005.
The Corporation issues commercial paper as another source of short-term funding. Commercial
paper outstanding at June 30, 2006 was $43.1 million compared to $58.4 million at December 31,
2005.
Other short-term borrowings include FHLB borrowings with an original maturity of one year or
less. During the first half of 2006, short-term FHLB borrowings decreased $50.0 million to $90.0
million as short-term funding needs were met by deposit growth.
Long-term borrowings represent FHLB borrowings with original maturities greater than one year
and subordinated debentures related to trust preferred securities (the Trust Securities). At
June 30, 2006, the Bank had $581.0 million of long-term FHLB borrowings compared to $496.0 million
at December 31, 2005. In addition, the Corporation had $61.9 million of subordinated debentures at
both June 30, 2006 and December 31, 2005.
30
Credit Risk Management
The Corporations credit risk policy and procedures are centralized for every loan type.
In addition, all mortgage, consumer and home equity loans are centrally decisioned. All loans flow
through an independent closing unit to ensure proper documentation. Finally, all known collection
or problem loans are centrally managed by experienced workout personnel. To monitor the
effectiveness of policies and procedures, Management maintains a set of asset quality standards for
past due, nonaccrual and watch list loans and monitors the trends of these standards over time.
These standards are approved by the Board of Directors and reviewed quarterly with the Board of
Directors for compliance.
Loan Administration and Underwriting
The Banks Chief Risk Officer is responsible for the continuous assessment of the Banks risk
profile as well as making any necessary adjustments to policies and procedures. Commercial loan
relationships less than $750,000 may be approved by experienced commercial loan officers, within
their loan authority. Commercial and commercial real estate loans are approved by signature
authority requiring at least two experienced officers for relationships greater than $750,000. The
exceptions to this include City Executives (senior loan officers) who are authorized to approve
relationships up to $1.0 million. An independent Risk Manager is involved in the approval of
commercial and commercial real estate relationships that exceed $1.0 million. All relationships
greater than $2.0 million receive a comprehensive annual review by either the senior credit
analysts or lending officers of the Bank, which is then reviewed by the independent Risk Managers
and/or the final approval officer with the appropriate signature authority. Commitments over $5.0
million are further reviewed by senior lending officers of the Bank, the Chief Risk Officer and the
Credit Risk Management Committee comprised of executive and senior management. In addition,
commitments over $10.0 million are reviewed by the Board of Directors Credit and Compliance
Committee. These oversight committees provide policy, process, product and specific relationship
direction to the lending personnel. As of June 30, 2006, the Corporation had a legal lending limit
of $60.3 million and a general target lending limit of $10.0 million per relationship.
The Corporations loan portfolio consists of loans made for a variety of commercial and
consumer purposes. Because commercial loans are made based to a great extent on the Corporations
assessment of a borrowers income, cash flow, character and ability to repay, such loans are viewed
as involving a higher degree of credit risk than is the case with residential mortgage loans or
consumer loans. To manage this risk, the Corporations commercial loan portfolio is managed under a
defined process which includes underwriting standards and risk assessment, procedures for loan
approvals, loan grading, ongoing identification and management of credit deterioration and
portfolio reviews to assess loss exposure and to ascertain compliance with the Corporations credit
policies and procedures.
In general, consumer loans (including mortgage and home equity) have a lower risk profile than
commercial loans. Commercial loans (including commercial real estate, commercial non real estate
and construction loans) are generally larger in size and more complex than consumer loans.
Commercial real estate loans are deemed less risky than commercial non real estate and construction
loans, because the collateral value of real estate generally maintains its value better than non
real estate or construction collateral. Consumer loans, which are smaller in size and more
geographically diverse across the Corporations entire primary market area, provide risk diversity
across the portfolio. Because mortgage loans are secured by first liens on the consumers
residential real estate, they are the Corporations lowest risk profile loan type. Home equity
loans are deemed less risky than unsecured consumer loans as home equity loans and lines are
secured by first or second deeds of trust on the borrowers residential real estate. A centralized
decisioning process is in place to control the risk of the consumer, home equity and mortgage loan
portfolio. The consumer real estate appraisal process is also centralized relative to appraisal
engagement, appraisal review, and appraiser quality assessment. These processes are detailed in the
underwriting guidelines, which cover each retail loan product type from underwriting, servicing,
compliance issues and closing procedures.
At June 30, 2006, the substantial majority of the total loan portfolio, as well as a
substantial portion of the commercial and real estate portfolio, represents loans to borrowers
within the Charlotte and Raleigh
31
Metro regions. The diversity of the Charlotte and Raleigh Metro
regions economic base tends to provide a stable lending environment; however, an economic downturn
in the Corporations primary market area could adversely affect its business. No significant
concentration of credit risk has been identified due to the diverse industrial base in the region.
Additionally, the Corporations loan portfolio consists of certain non-traditional loan
products. Some of these products include interest only loans, loans with initial interest rates
that are below the market interest rate for the initial period of the loan-term and may increase
when that period ends and loans with a high loan-to-value ratio. Based on the Corporations
assessment, these products do not give rise to a concentration of credit risk.
Derivatives
The Corporation enters into interest rate swap agreements or other derivative transactions as
business conditions warrant. As previously discussed, the Corporation repositioned its balance
sheet in the fourth quarter of 2005. As a result, the Corporation extinguished $222 million in debt
and terminated the related interest rate swaps. As of June 30, 2006 and December 31, 2005, the
Corporation had no interest rate swap agreements or other derivative transactions outstanding.
Nonperforming Assets
Nonperforming assets are comprised of nonaccrual loans and other real estate owned (OREO).
The nonaccrual status is determined after a loan is 90 days past due or when deemed not collectible
in full as to principal or interest, unless in managements opinion collection of both principal
and interest is assured by way of collateralization, guarantees or other security and the loan is
in the process of collection. OREO represents real estate acquired through foreclosure or deed in
lieu thereof and is generally carried at the lower of cost or fair value, less estimated costs to
sell.
Managements policy for any accruing loan greater than 90 days past due is to perform an
analysis of the loan, including a consideration of the financial position of the borrower and any
guarantor, as well as the value of the collateral, and use this information to make an assessment
as to whether collectibility of the principal and interest appears probable. If such collectibility
is not probable, the loans are placed on nonaccrual status. Loans are returned to accrual status
when management determines, based on an evaluation of the underlying collateral together with the
borrowers payment record and financial condition, that the borrower has the ability and intent to
meet the contractual obligations of the loan agreement. As of June 30, 2006, no loans were 90 days
or more past due and still accruing interest.
The table below summarizes the Corporations nonperforming assets and loans 90 days or more
past due and still accruing interest as of the dates indicated.
Table Ten
Nonperforming and Problem Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
March 31, |
|
December 31, |
|
September 30, |
|
June 30, |
(Dollars in thousands) |
|
2006 |
|
2006 |
|
2005 |
|
2005 |
|
2005 |
|
Nonaccrual loans |
|
$ |
7,763 |
|
|
$ |
9,211 |
|
|
$ |
10,811 |
|
|
$ |
7,071 |
|
|
$ |
9,858 |
|
Other real estate owned |
|
|
5,902 |
|
|
|
6,072 |
|
|
|
5,124 |
|
|
|
6,079 |
|
|
|
6,390 |
|
|
Total nonperforming assets |
|
|
13,665 |
|
|
|
15,283 |
|
|
|
15,935 |
|
|
|
13,150 |
|
|
|
16,248 |
|
|
Loans 90 days or more past due
and still accruing interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total nonperforming assets and loans 90 days or
more past due and still accruing interest |
|
$ |
13,665 |
|
|
$ |
15,283 |
|
|
$ |
15,935 |
|
|
$ |
13,150 |
|
|
$ |
16,248 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonperforming assets as a percentage of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
|
0.31 |
% |
|
|
0.36 |
% |
|
|
0.38 |
% |
|
|
0.28 |
% |
|
|
0.35 |
% |
Total loans and other real estate owned |
|
|
0.44 |
|
|
|
0.51 |
|
|
|
0.54 |
|
|
|
0.45 |
|
|
|
0.57 |
|
Nonaccrual loans as a percentage of loans |
|
|
0.25 |
|
|
|
0.31 |
|
|
|
0.37 |
|
|
|
0.24 |
|
|
|
0.34 |
|
Ratio of allowance for loan losses to
nonperforming loans |
|
|
3.80x |
|
|
|
3.20 x |
|
|
|
2.66x |
|
|
|
4.21 x |
|
|
|
2.95 x |
|
32
Nonaccrual loans totaled $7.8 million at June 30, 2006, representing a $3.0 million decrease
from $10.8 million at December 31, 2005. The decrease was due, in part, to a previously disclosed
$1.6 million paydown of one commercial loan which moved to nonaccrual status in the fourth quarter
of 2005 and the transfer of several consumer loans to OREO. Correspondingly, OREO increased $0.8
million from December 31, 2005. OREO balances were impacted by a $0.4 million commercial write
down during the second quarter of 2006. Nonperforming assets as a percentage of total loans and
other real estate owned decreased to 0.44 percent at June 30, 2006 compared to 0.54 percent at
December 31, 2005 and 0.57 percent at June 30, 2005.
Nonaccrual loans at June 30, 2006 and December 31, 2005 were not concentrated in any one
industry and primarily consisted of loans secured by real estate. Nonaccrual loans as a percentage
of loans may increase as economic conditions change. Management has taken current economic
conditions into consideration when estimating the allowance for loan losses. See Allowance for Loan
Losses for a more detailed discussion.
Allowance for Loan Losses
The Corporations allowance for loan losses consists of three components: (i) valuation
allowances computed on impaired loans in accordance with SFAS No. 114; (ii) valuation allowances
determined by applying historical loss rates to those loans not specifically identified as
impaired; and (iii) valuation allowances for factors which management believes are not reflected in
the historical loss rates or that otherwise need to be considered when estimating the allowance for
loan losses. These three components are estimated quarterly by Credit Risk Management and, along
with a narrative analysis, comprise the Corporations allowance for loan losses model. The
resulting components are used by management to determine the adequacy of the allowance for loan
losses.
All estimates of loan portfolio risk, including the adequacy of the allowance for loan losses,
are subject to general and local economic conditions, among other factors, which are unpredictable
and beyond the Corporations control. Since a significant portion of the loan portfolio is
comprised of real estate loans and loans to area businesses, the Corporation is subject to risk in
the real estate market and changes in the economic conditions in its primary market area. Changes
in these areas can increase or decrease the provision for loan losses.
As noted above, the Corporation uses historical loss rates as a component of estimating future
losses in the loan portfolio. The Corporation monitors the factors generated by the historical
loss migration model and may from time to time adjust the rates included in the allowance for loan
loss model. Since the Corporation has experienced favorable credit quality trends for an extended
period of time, those trends have been reducing the calculated historical loss rates for certain
predefined loan categories. Based on results from the historical loss migration model and
Managements assessment of the risk inherent in the portfolio, effective on for the quarter ending
June 30, 2006, the Corporation reduced its historical loss rates included in the allowance for loan
loss model on certain commercial loan categories with similar risks resulting in a reduction of
approximately $0.6 million in required allowance.
During the six months ended June 30, 2006, the Corporation made no changes to its estimated
loss percentages for economic factors. As a part of its quarterly assessment of the allowance for
loan losses, the Corporation reviews key local, regional and national economic information and
assesses its impact on the allowance for loan losses. Based on its review for the six months ended
June 30, 2006, the Corporation noted that economic conditions are mixed; however, management
concluded that the impact on borrowers and local industries in the Corporations primary market
area did not change significantly during the period. Accordingly, the Corporation did not modify
its loss estimate percentage attributable to economic factors in its allowance for loan losses
model.
The Corporation continuously reviews its portfolio for any concentrations of loans to any one
borrower or industry. To analyze its concentrations, the Corporation prepares various reports
showing total loans to
borrowers by industry, as well as reports showing total loans to one borrower. At the present
time, the
33
Corporation does not believe it is overly concentrated in any industry or specific
borrower and therefore has made no allocations of allowances for loan losses for this factor for
any of the periods presented.
The Corporation also monitors the amount of operational risk that exists in the portfolio.
This would include the front-end underwriting, documentation and closing processes associated with
the lending decision. The percent of additional allocation for the operational reserve has not
changed in recent periods.
Table Eleven
Allowance For Loan Losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
|
June 30, |
|
June 30, |
(Dollars in thousands) |
|
2006 |
|
2005 |
|
2006 |
|
2005 |
|
Balance, beginning of period |
|
$ |
29,505 |
|
|
$ |
27,483 |
|
|
$ |
28,725 |
|
|
$ |
26,872 |
|
|
Loan charge-offs: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial non real estate |
|
|
108 |
|
|
|
345 |
|
|
|
359 |
|
|
|
856 |
|
Commercial real estate |
|
|
260 |
|
|
|
305 |
|
|
|
335 |
|
|
|
858 |
|
Mortgage |
|
|
10 |
|
|
|
26 |
|
|
|
21 |
|
|
|
75 |
|
Consumer |
|
|
447 |
|
|
|
615 |
|
|
|
948 |
|
|
|
1,216 |
|
Home equity |
|
|
310 |
|
|
|
225 |
|
|
|
701 |
|
|
|
429 |
|
|
Total loans charged-off |
|
|
1,135 |
|
|
|
1,516 |
|
|
|
2,364 |
|
|
|
3,434 |
|
|
Recoveries of loans previously charged-off: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial non real estate |
|
|
111 |
|
|
|
83 |
|
|
|
439 |
|
|
|
522 |
|
Mortgage |
|
|
|
|
|
|
36 |
|
|
|
|
|
|
|
36 |
|
Consumer |
|
|
159 |
|
|
|
68 |
|
|
|
321 |
|
|
|
258 |
|
|
Total recoveries of loans previously charged-off |
|
|
270 |
|
|
|
187 |
|
|
|
760 |
|
|
|
816 |
|
|
Net charge-offs |
|
|
865 |
|
|
|
1,329 |
|
|
|
1,604 |
|
|
|
2,618 |
|
|
Provision for loan losses |
|
|
880 |
|
|
|
2,878 |
|
|
|
2,399 |
|
|
|
4,778 |
|
Allowance related to loans sold |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, June 30 |
|
$ |
29,520 |
|
|
$ |
29,032 |
|
|
$ |
29,520 |
|
|
$ |
29,032 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average loans |
|
$ |
3,021,004 |
|
|
$ |
2,781,606 |
|
|
$ |
2,980,344 |
|
|
$ |
2,665,063 |
|
Net charge-offs to average loans (annualized) |
|
|
0.11 |
% |
|
|
0.19 |
% |
|
|
0.11 |
% |
|
|
0.20 |
% |
Allowance for loan losses to
gross loans |
|
|
0.96 |
|
|
|
1.02 |
|
|
|
0.96 |
|
|
|
1.02 |
|
|
The allowance for loan losses was $29.5 million or 0.96 percent of gross loans at June
30, 2006 compared to $28.7 million or 0.98 percent of gross loans at December 31, 2005 and $29.0
million or 1.02 percent of gross loans at June 30, 2005. The lower allowance for loan loss ratio
compared to a year ago is related to the Corporations improved credit quality trends.
Management considers the allowance for loan losses adequate to cover inherent losses in the
Corporations loan portfolio as of the date of the financial statements. Management believes it has
established the allowance in consideration of the current and expected future economic environment.
While management uses the best information available to make evaluations, future adjustments to the
allowance may be necessary based on changes in economic and other conditions. Additionally, various
regulatory agencies, as an integral part of their examination process, periodically review the
Corporations allowances
for loan losses. Such agencies may require the recognition of adjustments to the allowance based on
their judgment of information available to them at the time of their examinations.
Provision for Loan Losses
The provision for loan losses is the amount charged to earnings which is necessary to maintain
an adequate and appropriate allowance for loan losses. Accordingly, the factors which influence
changes in the allowance for loan losses have a direct effect on the provision for loan losses. The
allowance for loan losses changes from period to period as a result of a number of factors, the
most significant of which for the Corporation include the following: (i) changes in the mix of
types of loans; (ii) current charge-offs and recoveries of loans; (iii) changes in impaired loan
valuation allowances; (iv) changes in credit grades within the portfolio, which arise from a
deterioration or an improvement in the performance of the
34
borrower; (v) changes in loss
percentages; and (vi) changes in the amounts of loans outstanding, which are used to estimate
current probable loan losses. In addition, the Corporation considers other, more subjective factors
which impact the credit quality of the portfolio as a whole and estimates allocations of allowance
for loan losses for these factors, as well. These factors include loan concentrations, economic
conditions and operational risks. Changes in these components of the allowance can arise from
fluctuations in the underlying percentages used as related loss estimates for these factors, as
well as variations in the portfolio balances to which they are applied. The net change in all of
these components of the allowance for loan losses results in the provision for loan losses. For a
more detailed discussion of the Corporations process for estimating the allowance for loan losses,
see Allowance for Loan Losses.
The provision for loan losses for the three and six months ended June 30, 2006 amounted to
$0.8 million and $2.4 million, respectively. This compares to a provision for loan losses of $2.9
million and $4.8 million for the three and six months ended June 30, 2005, respectively. The
decrease in the provision for loan losses was primarily attributable to improved credit quality
trends and a decrease in net charge-offs. Net charge-offs for the three months ended June 30, 2006
amounted to $0.9 million, or 0.11 percent of average loans, compared to $1.3 million, or 0.19
percent of average loans for the same 2005 period. For the six months ended June 30, 2006, net
charges-offs amounted to $1.6 million, or 0.11 percent of average loans, compared to $2.6 million,
or 0.20 percent of average loans for the same 2005 period.
Market Risk Management
Asset-Liability Management and Interest Rate Risk
The Corporations primary interest rate risk management objective is to maximize net interest
income across a broad range of interest rate scenarios, subject to risk tolerance approval by
Management and the Board of Directors. Management primarily analyzes interest rate risk in two
fundamentally different ways: earnings simulation and market value of equity. The first method uses
an earnings simulation model to assess the amount of near-term earnings at risk (net interest
income at risk over a 12 month horizon) due to changes in interest rates. In analyzing interest
rate sensitivity for policy measurement, net interest income is simulated in plus and minus 200
basis point rate shock scenarios relative to the implied forward interest rate scenario for the
next 12 months. At June 30, 2006, First Charter estimated that its net interest income at risk to a
plus and minus 200 basis point rate shock relative to the implied forwards was a positive 5 percent
and negative 3 percent, respectively.
The second method management uses to analyze interest rate risk is to calculate the market
value of equity for the Corporation. This calculation discounts the anticipated cash flows of a
static balance sheet using current rates. Management then recalculates the Corporations market
value of equity in plus and minus 200 basis point rate shock scenarios. The Corporation has
established a 15 percent limit for the market value of equity at risk for a 200 basis point rate
shock. At June 30, 2006, the Corporations market value at risk for a 200 basis point increase and
decrease relative to the implied forward rate forecast was a negative 11 percent and positive 7
percent, respectively.
Management also analyzes interest rate risk in parallel current and forward interest rate
scenarios beyond the 200 basis point rate shocks mentioned above. In addition, Management analyzes
interest rate risk under various interest rate scenarios that involve changes in the relationship
between various market rate indices.
Management uses a variety of tools to manage the Corporations interest rate risk including,
but not limited to, loan and deposit pricing, its choice of tenor and repricing characteristics on
its wholesale borrowings, its choice of the tenor and repricing characteristics of its investment
portfolio, and from time to time, various derivative products.
Table Twelve summarizes the expected maturities and weighted average effective yields and
rates associated with certain of the Corporations significant non-trading financial instruments.
Cash and cash equivalents, federal funds sold and interest-bearing bank deposits are excluded from
Table Twelve as their respective carrying values approximate fair values. These financial
instruments generally expose the
35
Corporation to insignificant market risk as they have either no
stated maturities or an average maturity of less than 30 days and interest rates that approximate
market rates. However, these financial instruments could expose the Corporation to interest rate
risk by requiring more or less reliance on alternative funding sources, such as long-term debt. The
mortgage-backed securities are shown at their weighted average expected life, obtained from an
outside evaluation of the average remaining life of each security based on expected prepayment
speeds of the underlying mortgages at June 30, 2006. These expected maturities, weighted average
effective yields and fair values will change if interest rates change. Demand deposits, money
market accounts and certain savings deposits are presented in the earliest maturity window because
they have no stated maturity. For interest rate risk analytical purposes, these non-maturity
deposits are believed to have average lives longer than shown here.
Table Twelve
Market Risk
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
Expected Maturity |
(Dollars in thousands) |
|
Total |
|
1 Year |
|
2 Years |
|
3 Years |
|
4 Years |
|
5 Years |
|
Thereafter |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed
rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Book value |
|
$ |
715,668 |
|
|
$ |
229,222 |
|
|
$ |
252,505 |
|
|
$ |
157,044 |
|
|
$ |
58,171 |
|
|
$ |
6,206 |
|
|
$ |
12,520 |
|
Weighted average effective yield |
|
|
4.07 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value |
|
$ |
691,253 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variable rate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Book value |
|
$ |
152,088 |
|
|
|
27,548 |
|
|
|
27,592 |
|
|
|
27,210 |
|
|
|
19,389 |
|
|
|
2,207 |
|
|
|
48,142 |
|
Weighted average effective yield |
|
|
4.40 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value |
|
$ |
147,508 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans and loans held for sale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed
rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Book value |
|
$ |
826,863 |
|
|
|
173,332 |
|
|
|
154,923 |
|
|
|
149,171 |
|
|
|
104,534 |
|
|
|
106,591 |
|
|
|
138,312 |
|
Weighted average effective yield |
|
|
6.54 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value |
|
$ |
812,664 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variable rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Book value |
|
$ |
2,253,807 |
|
|
|
905,113 |
|
|
|
334,132 |
|
|
|
233,492 |
|
|
|
114,654 |
|
|
|
81,315 |
|
|
|
585,101 |
|
Weighted average effective yield |
|
|
7.49 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value |
|
$ |
2,227,823 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed
rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Book value |
|
$ |
1,418,597 |
|
|
|
1,239,187 |
|
|
|
138,605 |
|
|
|
27,881 |
|
|
|
7,214 |
|
|
|
4,567 |
|
|
|
1,143 |
|
Weighted average effective yield |
|
|
4.17 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value |
|
$ |
1,421,312 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variable rate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Book value |
|
$ |
1,120,473 |
|
|
|
286,165 |
|
|
|
285,686 |
|
|
|
285,097 |
|
|
|
123,987 |
|
|
|
65,680 |
|
|
|
73,858 |
|
Weighted average effective yield |
|
|
2.23 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value |
|
$ |
1,034,053 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term borrowings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed
rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Book value |
|
$ |
260,970 |
|
|
|
90,052 |
|
|
|
50,054 |
|
|
|
70,058 |
|
|
|
60 |
|
|
|
50,064 |
|
|
|
681 |
|
Weighted average effective yield |
|
|
4.58 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value |
|
$ |
254,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variable rate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Book value |
|
$ |
381,857 |
|
|
|
200,000 |
|
|
|
|
|
|
|
120,000 |
|
|
|
|
|
|
|
|
|
|
|
61,857 |
|
Weighted average effective yield |
|
|
5.86 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value |
|
$ |
383,490 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36
Off-Balance Sheet Risk
The Corporation is party to financial instruments with off-balance-sheet risk in the normal
course of business to meet the financing needs of its customers. These financial instruments
include commitments to extend credit and standby letters of credit. These instruments involve, to
varying degrees, elements of credit and interest rate risk in excess of the amount recognized in
the consolidated financial statements. Commitments to extend credit are agreements to lend to a
customer so long as there is no violation of any condition established in the contract. Commitments
generally have fixed expiration dates and may require collateral from the borrower if deemed
necessary by the Corporation. Standby letters of credit are conditional commitments issued by the
Corporation to guarantee the performance of a customer to a third party up to a stipulated amount
and with specified terms and conditions. Standby letters of credit are recorded as a liability by
the Corporation at the fair value of the obligation undertaken in issuing the guarantee.
Commitments to extend credit are not recorded as an asset or liability by the Corporation until the
instrument is exercised. Refer to Note Ten of the consolidated financial statements for further
discussion of commitments. The Corporation does not have any off-balance sheet financing
arrangements, other than the Trust Securities.
The following table presents aggregated information about commitments of the Corporation,
which could impact future periods.
Table Thirteen
Commitments
As of June 30, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of Commitment Expiration Per Period |
|
|
|
|
Less than |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Amounts |
(Dollars in thousands) |
|
1 year |
|
1-3 Years |
|
4-5 Years |
|
Over 5 Years |
|
Committed |
|
Lines of Credit |
|
$ |
33,390 |
|
|
$ |
2,402 |
|
|
$ |
1,808 |
|
|
$ |
429,502 |
|
|
$ |
467,102 |
|
Standby Letters of Credit |
|
|
17,587 |
|
|
|
1,565 |
|
|
|
|
|
|
|
|
|
|
|
19,152 |
|
Loan Commitments |
|
|
524,869 |
|
|
|
133,915 |
|
|
|
30,322 |
|
|
|
13,154 |
|
|
|
702,260 |
|
|
Total Commitments |
|
$ |
575,846 |
|
|
$ |
137,882 |
|
|
$ |
32,130 |
|
|
$ |
442,656 |
|
|
$ |
1,188,514 |
|
|
Liquidity Risk
Liquidity is the ability to maintain cash flows adequate to fund operations and meet
obligations and other commitments on a timely and cost-effective basis. Liquidity is provided by
the ability to attract retail deposits, by current earnings, and by a strong capital base that
enables the Corporation to use alternative funding sources that complement normal sources.
Managements asset-liability policy includes optimizing net interest income while continuing to
provide adequate liquidity to meet continuing loan demand and deposit withdrawal requirements and
to service normal operating expenses.
Liquidity is managed at two levels. The first is the liquidity of the Corporation. The second
is the liquidity of the Bank. The management of liquidity at both levels is essential, because the
Corporation and the Bank have different funding needs and sources, and each are subject to certain
regulatory guidelines and requirements.
The primary source of funding for the Corporation includes dividends received from the Bank
and proceeds from the issuance of equity securities. In addition, the Corporation had a $25.0
million bank line of credit with no outstandings and commercial paper outstandings of $43.1 million
at June 30, 2006. Primary uses of funds for the Corporation include repayment of commercial paper,
share repurchases and dividends paid to shareholders. During the second and third quarter of 2005,
the Corporation issued Trust Securities through specially formed trusts. The Trust Securities are
presented as long-term borrowings in the
Consolidated Balance Sheet and are includable in Tier 1 capital for regulatory capital purposes,
subject to certain limitations.
Primary sources of funding for the Bank include customer deposits, wholesale deposits, other
borrowings, loan repayments and securities available-for-sale. The Bank has access to federal funds
lines from various banks and borrowings from the Federal Reserve discount window. In addition to
these sources, the Bank is a member of the FHLB, which provides access to FHLB lending sources.
At June 30,
37
2006, the Bank had an available line of credit with the FHLB totaling $1.28 billion with
$671.0 million outstanding. At June 30, 2006, the Bank also had $145.0 million of federal funds
lines with $10.0 million outstanding. Primary uses of funds include repayment of maturing
obligations and growing the loan portfolio.
Management believes the Corporations and the Banks sources of liquidity are adequate to meet
loan demand, operating needs and deposit withdrawal requirements.
Capital Management
The Corporation views capital as its most valuable and most expensive funding source. The
objective of effective capital management is to generate above-market returns on equity to the
Corporations shareholders while maintaining adequate regulatory capital ratios. Some of the
Corporations primary uses of capital include funding growth, asset acquisition, dividend payments
and common stock repurchases.
Shareholders equity at June 30, 2006 increased to $336.9 million, representing 7.7 percent of
period-end assets compared to $323.6 million or 7.6 percent of period-end assets at December 31,
2005. The increase was due mainly to net income of $23.0 million and $4.5 million of stock options
exercised and dividend reinvestment stock issued. These increases were partially offset by cash
dividends of $0.385 per share, which resulted in cash dividend declarations of $11.6 million for
the six months ended June 30, 2006. In addition, the after-tax unrealized loss on securities
available-for-sale increased $6.1 million to $17.3 million at June 30, 2006 compared to $11.3
million at December 31, 2005. This increase was due to a rise in interest rates across the yield
curve.
On January 23, 2002, the Corporations Board of Directors authorized the repurchase of up to
1.5 million shares of the Corporations common stock. As of June 30, 2006, the Corporation had
repurchased a total of approximately 1.4 million shares of its common stock at an average per-share
price of $17.52 under this authorization, which has reduced shareholders equity by $24.5 million.
No shares were repurchased under this authorization during the three months ended June 30, 2006.
On October 24, 2003, the Corporations Board of Directors authorized the repurchase of up to
1.5 million additional shares of the Corporations common stock. At June 30, 2006 no shares had
been repurchased under this authorization.
The Corporation anticipates repurchasing shares under one or both of these plans in 2006 under
certain conditions.
During the second quarter and third quarter of 2005, the Corporation issued Trust Securities
through specially formed trusts. The Trust Securities are presented as long-term borrowings in the
Consolidated Balance Sheet and are includable in Tier 1 capital for regulatory capital purposes,
subject to certain limitations.
The Corporations and the Banks various regulators have issued regulatory capital guidelines
for U.S. banking organizations. Failure to meet the capital requirements can initiate certain
mandatory and discretionary actions by regulators that could have a material effect on the
Corporations financial statements. At June 30, 2006, the Corporation and the Bank were classified
as well capitalized under these regulatory frameworks.
38
The Corporations and the Banks actual capital amounts and ratios are presented in the table
below:
Table Fourteen
Capital Ratios
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For Capital |
|
|
|
|
|
|
|
|
|
|
|
|
Adequacy Purposes |
|
To Be Well Capitalized |
|
|
Actual |
|
|
|
|
|
Minimum |
|
|
|
|
|
Minimum |
(Dollars in thousands) |
|
Amount |
|
Ratio |
|
Amount |
|
Ratio |
|
Amount |
|
Ratio |
|
At June 30, 2006: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Capital (to Risk Weighted Assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Charter Corporation |
|
$ |
421,938 |
|
|
|
12.04 |
% |
|
$ |
280,296 |
|
|
|
8.00 |
% |
|
None |
|
|
None |
|
First Charter Bank |
|
|
402,053 |
|
|
|
11.52 |
|
|
|
279,219 |
|
|
|
8.00 |
|
|
$ |
349,024 |
|
|
|
10.00 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tier I Capital (to Risk Weighted Assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Charter Corporation |
|
$ |
392,264 |
|
|
|
11.20 |
% |
|
$ |
140,148 |
|
|
|
4.00 |
% |
|
None |
|
|
None |
|
First Charter Bank |
|
|
372,533 |
|
|
|
10.67 |
|
|
|
139,610 |
|
|
|
4.00 |
|
|
$ |
209,414 |
|
|
|
6.00 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tier I Capital (to Adjusted Average Assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Charter Corporation |
|
$ |
392,264 |
|
|
|
9.17 |
% |
|
$ |
171,123 |
|
|
|
4.00 |
% |
|
None |
|
|
None |
|
First Charter Bank |
|
|
372,533 |
|
|
|
8.75 |
|
|
|
170,385 |
|
|
|
4.00 |
|
|
$ |
212,981 |
|
|
|
5.00 |
% |
Regulatory Recommendations
Management is not presently aware of any current recommendations to the Corporation or to
the Bank by regulatory authorities which, if they were to be implemented, would have a material
effect on the Corporations liquidity, capital resources, or operations.
Accounting Matters
In February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial
Instruments. SFAS No. 155 is an amendment of SFAS No. 133 and SFAS No. 140. SFAS No. 155 permits
companies to elect, on a deal by deal basis, to apply a fair value remeasurement for any hybrid
financial instrument that contains an embedded derivative that otherwise would require bifurcation.
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 Corporation does not expect
SFAS No. 155 to have a material impact on the consolidated financial statements of the Corporation.
In March 2006, the FASB issued SFAS No. 156, Accounting for Servicing of Financial Assets.
SFAS No. 156 amends SFAS No. 140. SFAS No. 156 requires that all separately recognized servicing
assets and servicing liabilities be initially measured at fair value. For subsequent measurements,
SFAS No. 156 permits companies to choose between using an amortization method or a fair value
measurement method for reporting purposes. SFAS No. 156 is effective as of the beginning of a
companys first fiscal year that begins after September 15, 2006. The Corporation does not expect
SFAS No. 156 to have a material impact on the consolidated financial statements of the Corporation.
In June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income
Taxesan interpretation of FASB Statement No. 109. The Interpretation clarifies the accounting for
uncertain tax positions and requires the Corporation to recognize managements best estimate of the
impact of a tax position only if it is considered more likely than not, as defined in SFAS No. 5,
Accounting for Contingencies, of being sustained on audit based solely on the technical merits of
the tax position. The Interpretation is effective as of the first fiscal year beginning after
December 15, 2006. Management is currently evaluating the effect of this Interpretation and its
impact on the consolidated financial statements.
From time to time, the FASB issues exposure drafts for proposed statements of financial
accounting standards. Such exposure drafts are subject to comment from the public, to revisions by
the FASB and to final issuance by the FASB as statements of financial accounting standards.
Management considers the effect of the proposed statements on the consolidated financial statements
of the Corporation and monitors the status of changes to and proposed effective dates of exposure
drafts.
39
Item 3. Quantitative and Qualitative Disclosures about Market Risk
See Managements Discussion and Analysis of Financial Condition and Results of Operations -
Market Risk Management Asset-Liability Management and Interest
Rate Risk on page 35 for
Quantitative and Qualitative Disclosures about Market Risk.
Item 4. Controls and Procedures
(a) Evaluation of disclosure controls and procedures. As of the end of the period
covered by this report, an evaluation of the effectiveness of the Registrants disclosure controls
and procedures (as defined in Rule 13(a)-15(e) and 15d-15(e) promulgated under the Securities
Exchange Act of 1934, as amended (the Exchange Act)) was performed under the supervision and with
the participation of the Registrants management, including the Chief Executive Officer and Chief
Financial Officer. Based on that evaluation, the Registrants Chief Executive Officer and Chief
Financial Officer have concluded that the Registrants disclosure controls and procedures were
effective to ensure that information required to be disclosed by the Registrant in its reports that
it files or submits under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in the Securities Exchange Commission rules and forms.
(b) Changes in internal control over financial reporting. During the Registrants
first fiscal quarter, there has been no change in the Registrants internal controls over financial
reporting (as defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Exchange Act) that has
materially affected, or is reasonably likely to materially affect, the Registrants internal
controls over financial reporting.
40
PART II OTHER INFORMATION
Item 1. Legal Proceedings
The Corporation and the Bank are defendants in certain claims and legal actions arising in the
ordinary course of business. In the opinion of management, after consultation with legal counsel,
the ultimate disposition of these matters is not expected to have a material adverse effect on the
consolidated operations, liquidity or financial position of the Corporation or the Bank.
Item 1A. Risk Factors
As discussed in this report, on June 1, 2006 the Corporation entered into and announced a
definitive Agreement and Plan of Merger to acquire all outstanding shares of GBC Bancorp, Inc.
(GBC), parent of Gwinnett Banking Company (the Merger), which remains subject to various
contingencies, including approval by the GBC shareholders and customary bank regulatory approvals.
The following risk factor is being provided in addition to the risk factors previously disclosed in
Item 1A Risk Factors of Part I of the Corporations Annual Report on Form 10-K for the year ended
December 31, 2005.
Risks Associated with the Merger
The Corporation may fail to realize the anticipated benefits and cost savings associated with
the Merger. Achievement of these benefits and cost savings relies heavily on the successful
integration of the combined businesses, which also may divert the attention of management. Failure
to successfully integrate and achieve these benefits and cost savings could have a material adverse
affect on the Corporation. In addition, the Corporation has not previously operated in the
extremely competitive greater Atlanta metropolitan market area and there may be unexpected
challenges and difficulties that could adversely affect the Corporation following the consummation
of the Merger.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a) Sale of Unregistered Equity Securities
As previously disclosed, on December 1, 2004, the Corporation, through First Charter Bank, its
primary banking subsidiary, acquired substantially all of the assets of Smith & Associates
Insurance Services, Inc., a property and casualty insurance agency (the Agency), pursuant to an
Asset Purchase Agreement, dated as of the same date (the Purchase Agreement). No underwriters
were used in connection with this transaction. In connection with this transaction, the Corporation
issued an aggregate of 27,726 shares of Common Stock valued at $750,000 to the Agency. Based on
this agreement and the performance of the business, on May 1, 2006 the Corporation issued 14,463
additional shares of Common Stock valued at $362,000 for the period of December 1, 2004 through
November 30, 2005. The issuance of the shares in connection with this transaction was exempt from
the registration requirements of the Securities Act of 1933, as amended, in accordance with Section
4(2) thereof, as a transaction by an issuer not involving a public offering. The Purchase Agreement
also contemplates additional, subsequent issuances of Common Stock based upon the future
performance of the Agency. The Corporation presently expects the value of future issuances, if
earned, to total approximately $490,000.
(c) Issuer Purchases of Equity Securities
The following table summarizes the Corporations repurchases of its common stock during the
quarter ended June 30, 2006.
41
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Number of |
|
Maximum Number of |
|
|
|
|
|
|
|
|
|
|
Shares Purchased as |
|
Shares that May Yet |
|
|
|
|
|
|
|
|
|
|
Part of Publicly |
|
Be Purchased Under |
|
|
Total Number of |
|
Average Price Paid |
|
Announced Plans or |
|
the Plans or |
Period |
|
Shares Purchased |
|
per Share |
|
Programs (1) |
|
Programs |
|
April 1, 2006April
30, 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,625,400 |
|
May 1,
2006May 31, 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,625,400 |
|
June 1,
2006June 30, 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,625,400 |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,625,400 |
|
|
|
|
|
(1) |
|
On January 24, 2002, the Corporation announced that its Board of Directors had authorized
a stock repurchase plan to acquire up to 1.5 million shares of the Corporations common stock from
time to time. As of June 30, 2006, the Corporation had repurchased 1,374,600 shares under this
authorization. No shares were repurchased under this authorization during the quarter ended June
30, 2006. On November 3, 2003, the Corporation announced that its Board of Directors had
authorized a stock repurchase plan to acquire up to an additional 1.5 million shares of the
Corporations common stock from time to time. As of June 30, 2006, no shares have been repurchased
under this authorization. These stock repurchase plans have no set expiration or termination date. |
Item 3. Defaults Upon Senior Securities
Not Applicable.
Item 4. Submission of Matters to a Vote of Security Holders
(a) |
|
First Charter Corporations Annual Meeting of Shareholders was held on April 26, 2006. |
|
(c) |
|
The following are the voting results on each matter (exclusive of procedural matters) submitted
to the shareholders: |
1. |
|
To elect five directors to the Corporations Board of Directors with terms expiring in 2009
and one director with a term expiring in 2007. |
|
|
|
|
|
|
|
|
|
|
|
For |
|
Withheld |
Terms Expiring in 2009 |
|
|
|
|
|
|
|
|
Michael R. Coltrane |
|
|
23,845,762 |
|
|
|
348,504 |
|
Charles A. James |
|
|
23,887,144 |
|
|
|
307,122 |
|
Robert E. James, Jr. |
|
|
23,862,425 |
|
|
|
331,841 |
|
Ellen L. Messinger |
|
|
23,886,286 |
|
|
|
307,980 |
|
Hugh H. Morrison |
|
|
23,894,179 |
|
|
|
300,087 |
|
|
|
|
|
|
|
|
|
|
Term Expiring in 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Walter H. Jones, Jr. |
|
|
19,830,592 |
|
|
|
4,363,314 |
|
2. |
|
To ratify the action of the Corporations Audit Committee in appointing KPMG LLP, an
independent registered public accounting firm, as their auditor for 2006. |
|
|
|
|
|
For |
|
|
23,820,472 |
|
Against |
|
|
270,416 |
|
Abstain |
|
|
103,375 |
|
Broker Non-Votes |
|
|
3 |
|
42
Item 5. Other Information
Not Applicable.
Item 6. Exhibits
|
|
|
Exhibit No. |
|
|
(per Exhibit Table |
|
|
in item 601 of |
|
|
Regulation S-K) |
|
Description of Exhibits |
2.1
|
|
Agreement and Plan of Merger,
dated June 1, 2006, between the Registrant and GBC Bancorp,
Inc., incorporated herein by reference to Exhibit 2.1 of the
Corporations Current Report on Form 8-K dated June 1, 2006. |
|
|
|
10.1
|
|
Change in Control Agreement, dated September 21, 2005 by and
between the Registrant and Josephine Sawyer. |
|
|
|
31.1
|
|
Certification of Chief Executive
Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities
Exchange Act of 1934, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 |
|
|
|
31.2
|
|
Certification of Chief Financial
Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities
Exchange Act of 1934, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 |
|
|
|
32.1
|
|
Certification of Chief Executive
Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 |
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32.2
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Certification of Chief Financial
Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 |
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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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FIRST CHARTER CORPORATION
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(Registrant) |
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Date: August 9, 2006
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By:
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/s/ Charles A. Caswell
Charles A. Caswell
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Executive Vice President, |
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Chief Financial Officer and Treasurer |
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(Principal Financial Officer duly authorized to |
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sign on behalf of the registrant) |
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