SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to _______________
Commission File No.: 0-27388
HFNC Financial Corp.
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(Exact name of registrant as specified in its charter)
North Carolina 56-1937349
-------------- ----------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
139 South Tryon Street
Charlotte, North Carolina 28202
------------------------- -----
(Address) (Zip Code)
Registrant's telephone number, including area code: (704) 373-0400
Securities registered pursuant to Section 12(b) of the Act: Not Applicable
Securities registered pursuant to Section 12(g) of the Act
Common Stock (par value $.01 per share)
---------------------------------------
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports required
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes [ X ] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]
<PAGE>
Based upon the $16.00 closing price of the Registrant's common stock as of
September 26, 1997, the aggregate market value of the 14,775,901 shares of the
Registrant's common stock deemed to be held by non-affiliates of the Registrant
was: $236.4 million. Although directors and executive officers of the Registrant
and certain of its employee benefit plans were assumed to be "affiliates" of the
Registrant for purposes of this calculation, the classification is not to be
interpreted as an admission of such status.
Number of shares of Common Stock outstanding as of September 26, 1997:
17,192,500
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents incorporated by reference and
the Part of the Form 10-K into which the document is incorporated.
(1) Portions of the Annual Report to Stockholders for the year ended June 30,
1997 are incorporated into Part II, Items 5 through 8 of this Form 10-K.
(2) Portions of the definitive proxy statement for the 1997 Annual Meeting of
Stockholders to be filed within 120 days of June 30, 1997 are incorporated into
Part III, Items 9 through 13 of this Form 10-K.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
HFNC FINANCIAL CORP.
By: /s/H. Joe King, Jr.
-------------------------------------
H. Joe King, Jr.
President, Chief Executive Officer
and Chairman of the Board
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.
Name Title Date
- ---- ----- ----
/s/H. Joe King, Jr. President, Chief Executive Officer June 19, 1998
- ------------------ and Chairman of the Board
H. Joe King, Jr.
/s/J. Harold Barnes, Jr. Executive Vice President and June 19, 1998
- ----------------------- Director
J. Harold Barnes, Jr.
/s/Ray W. Bradley, Jr.
- ---------------------- Director June 19, 1998
Ray W. Bradley, Jr.
/s/Joe M. Logan
- --------------- Director June 19, 1998
Joe M. Logan
/s/John M. McCaskill
- -------------------- Director June 19, 1998
John M. McCaskill
/s/Lewis H. Parham, Jr.
- ----------------------- Director June 19, 1998
Lewis H. Parham, Jr.
/s/Willie E. Royal
- ------------------ Director June 19, 1998
Willie E. Royal
/s/A. Burton Mackey, Jr. Vice President and Treasurer June 19, 1998
- ------------------------ (principal financial officer)
A. Burton Mackey, Jr.
TYPE: EX-13.0
SEQUENCE: 2
DESCRIPTION: 1997 Annual Report to Stockholders
The following pages are being filed in response to comments from the Securities
and Exchange Commission.
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors
HFNC Financial Corp.
Charlotte, North Carolina
We have audited the consolidated statements of financial position of HFNC
Financial Corp. and its subsidiaries (the "Company") as of June 30, 1997 and
1996, and the related consolidated statements of income, equity, and cash flows
for each of the three years in the period ended June 30, 1997. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of the Company at June 30, 1997 and
1996, and the results of its operations and its cash flows for each of the three
years in the period ended June 30, 1997 in conformity with generally accepted
accounting principles.
As discussed in Note 11 to the consolidated financial statements, the Company is
a defendant in certain litigation in which the ultimate outcome cannot presently
be determined. Accordingly, no provision for any loss that may result upon
resolution of these matters has been made in the accompanying financial
statements.
As discussed in Note 1 to the consolidated financial statements, effective July
1, 1995, the Company changed its method of accounting for postretirement
benefits to conform with the provisions of Statement of Financial Accounting
Standards No. 106 and effective July 1, 1994, the Company changed its method of
accounting for investments in debt and equity securities to conform with the
provisions of Statement of Financial Accounting Standards No. 115.
/s/Deloitte & Touche LLP
- ------------------------
Deloitte & Touche LLP
Charlotte, North Carolina
August 12, 1997
<PAGE>
Selected Quarterly Financial Data
The accompanying table presents condensed quarterly information for the two year
period ended June 30, 1997.
<TABLE>
<CAPTION>
Fiscal Year Ended June 30, 1997
------------------------------------------------------------------
First Quarter Second Quarter Third Quarter Fourth Quarter
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Interest income ................................. $ 15,641,312 $ 16,543,616 $ 16,616,311 $ 16,514,417
Interest expense ................................ 7,729,846 8,488,904 8,707,509 9,692,451
------------ ------------ ------------ ------------
Net interest income ............................. 7,911,466 8,054,712 7,908,802 6,821,966
Provision for loan losses (recovery of allowance) 374,397 (413,531) 239,283 (259,435)
Other income .................................... 311,605 320,434 313,556 256,258
Other expense ................................... 6,585,751 4,423,646 4,943,501 4,031,723
------------ ------------ ------------ ------------
Income before income taxes ...................... 1,262,923 4,365,031 3,039,574 3,305,936
Income taxes .................................... 486,225 1,680,537 1,170,236 1,272,785
------------ ------------ ------------ ------------
Net income ...................................... $ 776,698 $ 2,684,494 $ 1,869,338 $ 2,033,151
============ ============ ============ ============
Net income per common share:
Basic ......................................... $ 0.05 $ 0.16 $ 0.12 $ 0.13
Diluted ....................................... $ 0.05 $ 0.16 $ 0.11 $ 0.12
<CAPTION>
Fiscal Year Ended June 30, 1996
------------------------------------------------------------------
First Quarter Second Quarter Third Quarter Fourth Quarter
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Interest income .................................. $ 11,556,420 $ 12,137,369 $ 13,776,001 $ 14,672,258
Interest expense ................................. 7,330,536 7,384,749 6,430,038 6,863,234
------------ ------------ ------------ ------------
Net interest income .............................. 4,225,884 4,752,620 7,345,963 7,809,024
Provision for loan losses (recovery of allowance) (141,892) 161,081 250,447 67,321
Other income ..................................... 1,014,356 293,258 310,443 198,540
Other expense .................................... 2,983,130 3,303,127 3,054,715 3,082,213
------------ ------------ ------------ ------------
Income before income taxes and cumulative
effect of a change in accounting principle ..... 2,399,002 1,581,670 4,351,244 4,858,030
Income taxes ..................................... 902,936 525,639 1,772,803 1,364,466
------------ ------------ ------------ ------------
Income before cumulative effect of a change
in accounting principle ........................ 1,496,066 1,056,031 2,578,441 3,493,564
Cumulative effect on prior years of a change in
accounting principle (net of income tax benefit) 1,050,000 -- -- --
------------ ------------ ------------ ------------
Net income ....................................... $ 446,066 $ 1,056,031 $ 2,578,441 $ 3,493,564
============ ============ ============ ============
Net income per common share:
Basic .......................................... n/a n/a $ 0.16 $ 0.21
Diluted ........................................ n/a n/a $ 0.16 $ 0.21
</TABLE>
