UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended Commission File Number 0-22787
December 31, 1998
FOUR OAKS FINCORP, INC.
(Name of small business issuer in its charter)
North Carolina 56-2028446
- ------------------------------- ----------------------------
(State or other jurisdiction of (IRS Employer Identification
incorporation or organization) Number)
6144 U S 301 South
Four Oaks, North Carolina
----------------------------------------
(Address of principal executive offices)
27524
----------
(Zip Code)
Issuer's telephone number: (919) 963-2177
Securities registered under Section 12(b) of the Act: NONE
Securities registered under Section 12(g) of the Act:
Common Stock, par value $1.00 per share
---------------------------------------
(Title of Class)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days: |X| YES
|_| NO
Check if no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is contained in this form, and no disclosure will be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. |_|
$18,908,979
---------------------------------------------------
(Issuer's revenues for its most recent fiscal year)
$16,245,507
---------------------------------------------------
(Aggregate value of voting and non-voting common equity held by
nonaffiliates of the registrant based on book value
(due to lack of public market) of Common Stock as of December 31, 1998)
1,349,039
(Number of shares of Common Stock, par value $1.00 per share,
outstanding as of March 8, 1999)
Documents Incorporated by Reference Where Incorporated
(1) Annual Report to Shareholders for Parts II and III
Fiscal Year Ended December 31, 1998
(2) Proxy Statement for the Annual Part III
Meeting of Shareholders to be held April 26, 1999
<PAGE>
PART I
Item 1 - Business.
On February 5, 1997, Four Oaks Bank & Trust Company (the "Bank") formed
Four Oaks Fincorp, Inc. (the "Company") for the purpose of serving as a holding
company for the Bank. The Company has no significant assets other than the
capital stock of the Bank. The corporate offices of the Company and the Bank are
located at 6144 US 301 South, Four Oaks, North Carolina 27524.
The Bank was incorporated under the laws of the State of North Carolina
in 1912. The Bank is not a member of the Federal Reserve System. In addition to
the main office, the Bank has an additional branch in Four Oaks and a branch
office in Clayton, North Carolina at 102 East Main Street, two in Smithfield,
North Carolina at 128 North Second Street, and 403 South Bright Leaf Boulevard,
one in Garner, North Carolina at 200 Glen Road and one in Benson, North Carolina
at 200 E. Church Street.
The Bank is a community bank engaged in the general commercial banking
business in Johnston County, North Carolina which is located in Eastern North
Carolina. Johnston County is contiguous to Wake, Wayne, Wilson, Harnett, Sampson
and Nash counties.
As of December 31, 1998, the Bank had assets of $214,376,000, net loans
outstanding of $153,438,000 and deposits of $188,425,000. The Bank has enjoyed
considerable growth over the past five years as evidenced by the 107% increase
in assets, the 131% increase in net loans outstanding, and the 109% increase in
deposits since December 31, 1993.
The Bank provides a full range of banking services, including such
services as checking accounts, savings accounts, NOW accounts, money market
accounts, certificates of deposit, a student checking and savings program; loans
for businesses, agriculture, real estate, personal uses, home improvement and
automobiles; equity lines of credit; credit cards; individual retirement
accounts; discount brokerage services; safe deposit boxes; bank money orders;
electronic funds transfer services, including wire transfers; traveler's checks;
and free notary services to all Bank customers. In addition, the Bank provides
automated teller machine access to its customers for cash withdrawals through
the services of the HONOR and CIRRUS networks which offer customers access to
automated teller machines nationwide. At present, the Bank does not provide the
services of a trust department.
The majority of the Bank's customers are individuals and small to
medium-size businesses located in Johnston County and surrounding areas. The
deposits and loans are well diversified with no material concentration in a
single industry or group of related industries. There are no seasonal factors
that would have any material adverse effect on the Bank's business, and the Bank
does not rely on foreign sources of funds or income.
From its headquarters located in Four Oaks and its six offices located
in Four Oaks, Clayton, Smithfield, Garner and Benson, the Bank serves a major
portion of Johnston County. Johnston County has a diverse economy and is not
dependent on any one particular industry. The leading industries in the area
include electronics, pharmaceutical, textile, agriculture, livestock, and
poultry.
Commercial banking in North Carolina is extremely competitive due in
large part to statewide branching. The Bank competes in its market area with
some of the largest banking organizations in the state and other financial
institutions such as federally and state-chartered savings and loan institutions
and credit unions as well as consumer finance companies, mortgage companies and
other lenders engaged in the business of extending credit. Many of the Bank's
competitors have broader geographic markets and higher lending limits than the
Bank and are also able to provide more services and make greater use of media
advertising.
2
<PAGE>
Interstate banking in North Carolina and other Southeastern states has
greatly increased the size and financial resources of some of the Bank's
competitors. In addition, as a result of interstate banking, out-of-state
commercial banks may compete in North Carolina by acquiring North Carolina banks
and thus increase the prospects for additional competition in North Carolina.
See "Holding Company Regulation" below.
Despite the competition in its market area, the Bank believes that it
has certain competitive advantages which distinguish it from its competition.
The Bank believes that its primary competitive advantages are its strong local
identity and affiliation with the community and its emphasis on providing the
very best service possible at reasonable and competitive prices. The Bank
believes that it offers customers modern, high-tech banking services without
forsaking community values such as prompt, personal service and friendliness.
Amounts spent on research activities relating to the development or improvement
of services have been immaterial over the past two years. At December 31, 1998,
the Bank employed 86 full time equivalent employees.
The following table sets forth certain financial data and ratios with
respect to the Bank for the years ended December 31, 1998, 1997, and 1996. This
information should be read in conjunction with and is qualified in its entirety
by reference to the more detailed audited financial statements and notes thereto
which accompany this report:
<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
(In thousands, except ratios)
<S> <C> <C> <C>
Net Income $2,578 $2,122 $1,821
Average equity capital accounts $18,314 $15,495 $13,580
Ratio of net income to average equity
capital accounts 14.08% 13.69% 13.41%
Average daily total deposits $180,763 $154,397 $129,775
Ratio of net income to average daily
total deposits 1.43% 1.37% 1.40%
Average daily loans $153,244 $130,376 $103,559
Ratio of average daily loans to average
daily total deposits 84.78% 84.44% 79.80%
</TABLE>
Governmental Regulation
Holding companies, banks and many of their non-bank affiliates are
extensively regulated under both federal and state law. The following is a brief
summary of certain statutes, rules and regulations affecting the Company and the
Bank. This summary is qualified in its entirety by reference to the particular
statutory and regulatory provisions referred to below and is not intended to be
an exhaustive description of the statutes or regulations applicable to the
Company's or the Bank's business. Supervision, regulation and examination of the
Company and the Bank by bank regulatory agencies is intended primarily for the
protection of the Bank's depositors rather than holders of the Common Stock of
the Company.
Holding Company Regulation
GENERAL. The Company is a holding company registered with the Federal
Reserve under the Bank Holding Company Act of 1956 (the "BHCA"). As such, the
Company and the Bank are subject to the supervision, examination and reporting
requirements contained in the BHCA and the regulation of the Federal Reserve.
The BHCA requires that a bank holding company obtain the prior approval of the
Federal Reserve before (i) acquiring direct or indirect ownership or control of
more than five percent of the voting shares of any bank, (ii) taking any action
that causes a bank to become a subsidiary of the bank holding company, (iii)
acquiring all or substantially all of the assets of any bank or (iv) merging or
consolidating with any other bank holding company.
3
<PAGE>
The BHCA generally prohibits a bank holding company, with certain
exceptions, from engaging in activities other than banking, or managing or
controlling banks or other permissible subsidiaries, and from acquiring or
retaining direct or indirect control of any company engaged in any activities
other than those activities determined by the Federal Reserve to be closely
related to banking, or managing or controlling banks, as to be a proper incident
thereto. In determining whether a particular activity is permissible, the
Federal Reserve must consider whether the performance of such an activity can
reasonably be expected to produce benefits to the public, such as greater
convenience, increased competition or gains in efficiency, that outweigh
possible adverse effects, such as undue concentration of resources, decreased or
unfair competition, conflicts of interest or unsound banking practices. For
example, banking, operating a thrift institution, acquiring or servicing loans,
leasing personal property, conducting discount securities brokerage activities,
performing certain data processing services, acting as agent or broker in
selling credit life insurance and certain other types of insurance underwriting
activities have all been determined by regulations of the Federal Reserve to be
permissible activities.
Pursuant to delegated authority, the Federal Reserve Bank of Richmond
has authority to approve certain activities of holding companies within its
district, including the Company, provided the nature of the activity has been
approved by the Federal Reserve. Despite prior approval, the Federal Reserve has
the power to order a holding company or its subsidiaries to terminate any
activity or to terminate its ownership or control of any subsidiary when it has
reasonable cause to believe that continuation of such activity or such ownership
or control constitutes a serious risk to the financial safety, soundness or
stability of any bank subsidiary of that bank holding company.
The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994
(the "IBBEA") permits interstate acquisitions of banks and bank holding
companies without geographic limitation, subject to any state requirement that
the bank has been organized for a minimum period of time, not to exceed five
years, and the requirement that the bank holding company, prior to, or following
the proposed acquisition, controls no more than 10% of the total amount of
deposits of insured depository institutions in the U.S. and no more than 30% of
such deposits in any state (or such lesser or greater amount set by state law).
In addition, the IBBEA permits a bank to merge with a bank in another
state as long as neither of the states has opted out of the IBBEA prior to May
31, 1997. The state of North Carolina has "opted in" to such legislation,
effective June 22, 1995. In addition, a bank may establish and operate a DE NOVO
branch in a state in which the bank does not maintain a branch if that state
expressly permits DE NOVO interstate branching. As a result of North Carolina's
opt-in law, North Carolina law permits unrestricted interstate DE NOVO
branching.
Subsidiary banks of a bank holding company are subject to certain
restrictions imposed by the Federal Reserve on any extensions of credit to the
bank holding company or any of its subsidiaries, investments in the stock or
securities thereof and the acceptance of such stock or securities as collateral
for loans to any borrower. A bank holding company and its subsidiaries are also
prevented from engaging in certain tie-in arrangements in connection with any
extension of credit, lease or sale of property or furnishing of services.
The Federal Reserve may issue cease and desist orders against bank
holding companies and non-bank subsidiaries to stop actions believed to present
a serious threat to a subsidiary bank. The Federal Reserve also regulates
certain debt obligations, changes in control of bank holding companies and
capital requirements.
Under the provisions of the North Carolina law, the Company is
registered with and subject to supervision by the North Carolina Commissioner of
Banks (the "Commissioner").
CAPITAL REQUIREMENTS. The Federal Reserve has established risk-based
capital guidelines for bank holding companies and state member banks. The
minimum standard for the ratio of capital to risk-weighted assets (including
certain off balance sheet obligations, such as standby letters of credit) is
eight percent. At
4
<PAGE>
least half of this capital must consist of common equity, retained earnings and
a limited amount of perpetual preferred stock and minority interests in the
equity accounts of consolidated subsidiaries, less certain goodwill items ("Tier
1 capital"). The remainder ("Tier 2 capital") may consist of mandatory
convertible debt securities and a limited amount of other preferred stock,
subordinated debt and loan loss reserves.
In addition, the Federal Reserve has established minimum leverage ratio
guidelines for bank holding companies. These guidelines provide for a minimum
leverage ratio of Tier 1 capital to adjusted average quarterly assets less
certain amounts ("Leverage Ratio") equal to three percent for bank holding
companies that meet certain specified criteria, including having the highest
regulatory rating. All other bank holding companies will generally be required
to maintain a Leverage Ratio of between four percent and five percent.
The guidelines also provide that bank holding companies experiencing
internal growth or making acquisitions will be expected to maintain strong
capital positions substantially above the minimum supervisory levels without
significant reliance on intangible assets. Furthermore, the guidelines indicate
that the Board of Governors of the Federal Reserve System (the "Federal Reserve
Board") will continue to consider a "tangible Tier 1 Leverage Ratio" (deducting
all intangibles) in evaluating proposals for expansion or new activity. The
Federal Reserve has not advised the Company of any specific minimum Leverage
Ratio or tangible Tier 1 Leverage Ratio applicable to it.
As of December 31, 1998, the Company had Tier 1 risk-adjusted, total
regulatory capital and leverage capital of approximately 11.7%, 12.9% and 9.0%,
respectively, all in excess of the minimum requirements.
Bank Regulation
The Bank is subject to numerous state and federal statutes and
regulations that affect its business, activities, and operations, and is
supervised and examined by the Commissioner and the Federal Reserve. The Federal
Reserve and the Commissioner regularly examine the operations of banks over
which they exercise jurisdiction. They have the authority to approve or
disapprove the establishment of branches, mergers, consolidations, and other
similar corporate actions, and to prevent the continuance or development of
unsafe or unsound banking practices and other violations of law. The Federal
Reserve and the Commissioner regulate and monitor all areas of the operations of
banks and their subsidiaries, including loans, mortgages, issuances of
securities, capital adequacy, loss reserves, and compliance with the Community
Reinvestment Act of 1977 (the "CRA") as well as other laws and regulations.
Interest and certain other charges collected and contracted for by banks are
also subject to state usury laws and certain federal laws concerning interest
rates.
The deposit accounts of the Bank are insured by the Bank Insurance Fund
(the "BIF") of the Federal Deposit Insurance Corporation (the "FDIC") up to a
maximum of $100,000 per insured depositor. The FDIC issues regulations and
conducts periodic examinations, requires the filing of reports, and generally
supervises the operations of its insured banks. This supervision and regulation
is intended primarily for the protection of depositors. Any insured bank that is
not operated in accordance with or does not conform to FDIC regulations,
policies, and directives may be sanctioned for noncompliance. Civil and criminal
proceedings may be instituted against any insured bank or any director, officer,
or employee of such bank for the violation of applicable laws and regulations,
breaches of fiduciary duties, or engaging in any unsafe or unsound practice. The
FDIC has the authority to terminate insurance of accounts pursuant to procedures
established for that purpose.
Although the Company is not subject to any direct legal or regulatory
restrictions on dividends (other than the requirements under the North Carolina
corporation laws that a distribution may not be made, if after giving it effect,
the Company would not be able to pay its debts as they become due in the usual
course of business or the Company's total assets would be less than its
liabilities), the Company's ability to pay cash dividends is dependent upon the
amount of dividends paid by the Bank. The ability of the Bank to pay dividends
to the Company is subject to statutory and regulatory restrictions on the
payment of cash
5
<PAGE>
dividends, including the requirement under the North Carolina banking laws that
cash dividends be paid only out of undivided profits and only if the bank has
surplus of a specified level. Federal bank regulatory agencies also have the
general authority to limit the dividends paid by insured banks and bank holding
companies if such payment is deemed to constitute an unsafe and unsound
practice.
Like the Company, the Bank is required by federal regulations to
maintain certain minimum capital levels. The levels required of the Bank are the
same as required for the Corporation. At December 31, 1998, the Bank had Tier 1
risk-adjusted, total regulatory capital and leverage capital of approximately
11.2%, 12.3% and 8.6%, respectively, all in excess of the minimum requirements.
The Bank is subject to insurance assessments imposed by the FDIC.
Effective January 1, 1997, the FDIC adopted a risk-based assessment schedule
providing for annual assessment rates ranging from 0% to .27% of an
institution's average assessment base, applicable to institutions insured by
both the BIF and the Savings Association Insurance Fund ("SAIF"). The actual
assessment to be paid by each insured institution is based on the institution's
assessment risk classification, which is based on whether the institution is
considered "well capitalized," "adequately capitalized" or "under capitalized,"
as such terms are defined in the applicable federal regulations, and whether the
institution is considered by its supervisory agency to be financially sound or
to have supervisory concerns. The FDIC also is authorized to impose one or more
special assessments in any amount deemed necessary to enable repayment of
amounts borrowed by the FDIC from the United States Treasury Department and,
beginning in 1997, all banks are required to pay additional annual assessments
at the rate of .013%. Effective January 1, 1999, the SAIF and the BIF insurance
funds were merged.
Banks are also subject to the CRA, which requires the appropriate
federal bank regulatory agency, in connection with its examination of a bank, to
assess such bank's record in meeting the credit needs of the community served by
that bank, including low and moderate-income neighborhoods. The regulatory
agency's assessment of the bank's record is made available to the public.
Further, such assessment is required of any bank which has applied to (i)
charter a national bank, (ii) obtain deposit insurance coverage for a newly
chartered institution, (iii) establish a new branch office that will accept
deposits, (iv) relocate an office or (v) merge or consolidate with, or acquire
the assets or assume the liabilities of, a federally regulated financial
institution. In the case of a bank holding company applying for approval to
acquire a bank or other bank holding company, the Federal Reserve will assess
the record of each subsidiary bank of the applicant bank holding company, and
such records may be the basis for denying the application.
Monetary Policy and Economic Controls
The Company and the Bank are directly affected by governmental policies
and regulatory measures affecting the banking industry in general. Of primary
importance is the Federal Reserve Board, whose actions directly affect the money
supply which, in turn, affects banks' lending abilities by increasing or
decreasing the cost and availability of funds to banks. The Federal Reserve
Board regulates the availability of bank credit in order to combat recession and
curb inflationary pressures in the economy by open market operations in United
States government securities, changes in the discount rate on member bank
borrowings, changes in reserve requirements against bank deposits, and
limitations on interest rates that banks may pay on time and savings deposits.
Deregulation of interest rates paid by banks on deposits and the types
of deposits that may be offered by banks have eliminated minimum balance
requirements and rate ceilings on various types of time deposit accounts. The
effect of these specific actions and, in general, the deregulation of deposit
interest rates has generally increased banks' cost of funds and made them more
sensitive to fluctuations in money market rates. In view of the changing
conditions in the national economy and money markets, as well as the effect of
actions by monetary and fiscal authorities, no prediction can be made as to
possible future changes in interest rates, deposit levels, loan demand, or the
business and earnings of the Bank or the Company. As a result, banks, including
the Bank, are facing a significant challenge to maintain acceptable net interest
margins.
6
<PAGE>
Executive Officers of the Company.
The following table sets forth certain information with respect to the
executive officers of the Company:
<TABLE>
<CAPTION>
POSITIONS AND OFFICES WITH COMPANY
YEAR FIRST AND BUSINESS EXPERIENCE
NAME AGE EMPLOYED DURING PAST FIVE YEARS
---- --- -------- ----------------------------------
<S> <C> <C> <C>
Ayden R. Lee, Jr. 50 1980 Chief Executive Officer, President
and Director of the Company and the
Bank
Clifton L. Painter 49 1986 Senior Executive Vice President,
Chief Operating Officer of the
Company and the Bank
Nancy S. Wise 43 1991 Senior Vice President, Chief
Financial Officer of the Company
and the Bank
W. Leon Hiatt, III 31 1994 Senior Vice President of the
Company and the Bank, Loan
Administrator of the Bank. From
March 1990 until joining the Bank,
Mr. Hiatt served as a Financial
Institutions Examiner for the FDIC
</TABLE>
Item 2 - Properties.
The Bank owns its main office which is located at 6144 U S 301 South,
Four Oaks, North Carolina. The main office which was constructed by the Bank in
1985 is a 12,000 square foot facility on 1.64 acres of land. The Bank leases an
additional branch office in downtown Four Oaks located at 111 North Main Street
from M.S. Canaday, a director of the Company and the Bank. Under the terms of
the lease, which the Bank believes to be arms-length, the Bank paid $793 per
month in rent in 1998. The term of the lease is currently six years beginning
January 1, 1994 with annual increases based on the Consumer Price Index. The
Bank owns a 5,000 square foot facility renovated in 1992 on 1.15 acres of land
located at 5987 U S 301 South, Four Oaks, North Carolina which houses the
training center and the Bank's wide area network central link. In addition, the
Bank owns the following:
<TABLE>
<CAPTION>
LOCATION YEAR BUILT PRESENT FUNCTION SQUARE FEET
- -------- ---------- ---------------- ------------
<S> <C> <C> <C>
102 East Main Street 1986 Branch Office 4,200
Clayton, North Carolina
200 E. Church Street 1987 Branch Office 2,000
Benson, North Carolina
128 North Second Street 1991 Branch Office 3,400
Smithfield, North Carolina
403 S. Bright Leaf Blvd. 1995 Limited-Service 720
Smithfield, North Carolina Facility
200 Glen Road 1996 Branch Office 3,600
Garner, North Carolina
</TABLE>
7
<PAGE>
Item 3 - Legal Proceedings.
The Company is not involved in any material legal proceedings at the
present time.
Item 4 - Submission of Matters to a Vote of Security Holders.
None.
PART II
Item 5 - Market for Registrant's Common Equity and Related Stockholder Matters.
This information is incorporated by reference from Page 43, "Corporate
Information" of the Company's 1998 Annual Report to Shareholders included as
Exhibit 13.1.
Item 6 - Management's Discussion and Analysis or Plan of Operation.
This information is incorporated by reference from Pages 13-20,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," of the Company's 1998 Annual Report to Shareholders included as
Exhibit 13.1.
Item 7 - Financial Statements.
This information is incorporated by reference from Pages 21-37, of the
Company's 1998 Annual Report to Shareholders included as Exhibit 13.1.
Item 8 - Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure.
None.
PART III
Item 9 - Directors, Executive Officers, Promoters and Control Persons;
Compliance With Section 16(a) of the Exchange Act.
Director information is incorporated by reference from Pages 5 and 6,
"Election of Directors" and Pages 9 and 10, "Section 16(a) Beneficial Ownership
Reporting Compliance," in the Company's Proxy Statement for the Annual Meeting
of Shareholders to be held April 26, 1999. Information on the Company's
executive officers is included under the caption "Executive Officers of the
Company" on Page 7 of this report.
Item 10 - Executive Compensation.
This information is incorporated by reference from Pages 7-10,
"Executive Compensation," in the Company's Proxy Statement for the Annual
Meeting of Shareholders to be held April 26, 1999.
Item 11 - Security Ownership of Certain Beneficial Owners and Management.
This information is incorporated by reference from Pages 3 and 4,
"Security Ownership of Management and Certain Beneficial Owners," in the
Company's Proxy Statement for the Annual Meeting of Shareholders to be held
April 26, 1999.
8
<PAGE>
Item 12 - Certain Relationships and Related Transactions.
This information is incorporated by reference from Page 9, "Executive
Compensation-Certain Transactions," in the Company's Proxy Statement for the
Annual Meeting of Shareholders to be held April 26, 1999.
Item 13 - Exhibits and Reports on Form 8-K.
(a) Financial Statements and Schedules.
The following financial statements are incorporated by reference herein
from the Company's 1998 Annual Report to Shareholders included as
Exhibit 13.1 to this Form 10-KSB.
1998 ANNUAL
REPORT PAGE
-----------
(i) Report of Independent Accountants. 21
(ii) Consolidated Balance Sheets, December 31, 1998 22
and 1997.
(iii) Consolidated Statements of Operations for the
years ended December 31, 1998, 1997 and 1996. 23
(iv) Consolidated Changes in Shareholders' Equity for
the years ended December 31, 1998, 1997 and 1996. 24
(v) Consolidated Statements of Cash Flows for the
years ended December 31, 1998, 1997 and 1996. 25
(vi) Notes to Consolidated Financial Statements. 26-37
(b) Reports on Form 8-K. No reports on Form 8-K were filed during the
quarter ending December 31, 1998.
(c) Exhibits. The following exhibits are filed as part of this annual
report. Management contracts or compensatory plans or arrangements are
listed in Exhibits 10.1, 10.2, 10.3, 10.4 and 10.6 below:
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
----------- -----------------------
<S> <C>
2(1) Agreement and Plan of Reorganization and Merger by and between the Bank and the Company
dated February 24, 1997
3.1(1) Articles of Incorporation of the Company
3.2(1) Bylaws of the Company
4(1) Specimen of certificate for Company's Common Stock
10.1(2) Employment Agreement with Ayden R. Lee, Jr.
10.2(2) Severance Compensation Agreement with Ayden R. Lee, Jr.
10.3(1) Nonqualified Stock Option Plan
10.4(1) Employee Stock Purchase and Bonus Plan
10.5(1) Dividend Reinvestment and Stock Purchase Plan
10.6 Four Oaks Bank and Trust Company Supplemental Executive Retirement Plan
9
<PAGE>
13 Portions of the Annual Report to Shareholders for the fiscal year ended December 31, 1998,
which are incorporated herein by reference.
21 Subsidiaries of the Company
23 Consent of PricewaterhouseCoopers LLP
27 Financial Data Schedule
</TABLE>
- ---------------------
(1) Filed as an exhibit to the Form 8-K12G3 filed with the SEC on July 1, 1997
and incorporated herein by reference.
(2) Filed as an exhibit to the Quarterly Report on Form 10-Q for the period
ended June 30, 1997 and incorporated herein by reference.
10
<PAGE>
FORWARD LOOKING INFORMATION
Information set forth in this Annual Report on Form 10-KSB under the
caption "Business" and incorporated by reference herein from the Company's
Annual Report to Shareholders contains various "forward looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, which statements
represent the Company's judgment concerning the future and are subject to risks
and uncertainties that could cause the Company's actual operating results and
financial position to differ materially. Such forward looking statements can be
identified by the use of forward looking terminology, such as "may," "will,"
"expect," "anticipate," "estimate," or "continue" or the negative thereof or
other variations thereof or comparable terminology.
The Company cautions that any such forward looking statements are
further qualified by important factors that could cause the Company's actual
operating results to differ materially from those in the forward looking
statements, including, without limitation, the effects of future economic
conditions, governmental fiscal and monetary policies, legislative and
regulatory changes, the risks of changes in interest rates on the level and
composition of deposits, the effects of competition from other financial
institutions, the failure of assumptions underlying the establishment of the
allowance for possible loan losses, the low trading volume of the Common Stock,
other considerations described in connection with specific forward looking
statements and other cautionary elements specified in documents incorporated by
reference in this Annual Report on Form 10-KSB.
11
<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.
FOUR OAKS FINCORP, INC.
<TABLE>
<CAPTION>
<S> <C>
Date: March 25, 1999 By: /s/ Ayden R. Lee, Jr.
-------------------------------------------
Ayden R. Lee, Jr.
President and Chief Executive Officer
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 and in the capacities and on the dates indicated.
Date: March 25, 1999 /s/ Ayden R. Lee, Jr.
-------------------------------------------
Ayden R. Lee, Jr.
President, Chief Executive Officer
and Director
Date: March 25, 1999 /s/ Nancy S. Wise
-------------------------------------------
Nancy S. Wise
Senior Vice President and Chief Financial
Officer
Date: March 25, 1999 /s/ William J. Edwards
--------------------------------------------------
William J. Edwards
Director
Date: March 25, 1999 /s/ Warren L. Grimes
-------------------------------------------
Warren L. Grimes
Director
Date: March 25, 1999 /s/ Harold J. Sturdivant
--------------------------------------------------
Harold J. Sturdivant
Director
Date: March 25, 1999 /s/ Percy Y. Lee
-------------------------------------------
Percy Y. Lee
Director
Date: March 25, 1999 /s/ Merwin S. Canaday
-------------------------------------------
Merwin S. Canaday
Director
Date: March 25, 1999
-------------------------------------------
Paula C. Bowman
Director
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
----------- ----------------------
<S> <C>
2(1) Agreement and Plan of Reorganization and Merger by and between the Bank and the Company
dated February 24, 1997
3.1(1) Articles of Incorporation of the Company
3.2(1) Bylaws of the Company
4(1) Specimen of certificate for Company's Common Stock
10.1(2) Employment Agreement with Ayden R. Lee, Jr.
10.2(2) Severance Compensation Agreement with Ayden R. Lee, Jr.
10.3(1) Nonqualified Stock Option Plan
10.4(1) Employee Stock Purchase and Bonus Plan
10.5(1) Dividend Reinvestment and Stock Purchase Plan
10.6 Four Oaks Bank and Trust Company Supplemental Executive Retirement Plan
13 Portions of the Annual Report to Shareholders for the fiscal year ended December 31, 1998,
which are incorporated herein by reference.
21 Subsidiaries of the Company
23 Consent of PricewaterhouseCoopers LLP
27 Financial Data Schedule
</TABLE>
- ---------------------
(1) Filed as an exhibit to the Form 8-K12G3 filed with the SEC on July 1, 1997
and incorporated herein by reference.
(2) Filed as an exhibit to the Quarterly Report on Form 10-Q for the period
ended June 30, 1997 and incorporated herein by reference.
FOUR OAKS BANK AND TRUST COMPANY
SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN
AYDEN R. LEE, JR.
Effective as of January 1, 1998
<PAGE>
FOUR OAKS BANK AND TRUST COMPANY
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
AYDEN R. LEE, JR.
ARTICLE I
INTRODUCTION
1.1 IN GENERAL. This Plan is an optional deferred compensation plan that
is intended to provide supplemental retirement benefits to Ayden R. Lee, Jr.,
President of Four Oaks Bank and Trust Company ("Participant") to encourage
Participant to remain as an employee of Four Oaks Bank and Trust Company (the
"Bank") and to reward him for contributing materially to the success of the
Bank. The Plan shall be construed and interpreted for purposes of the Code and
ERISA as an unfunded plan maintained primarily for the purpose of providing
deferred compensation for a select group of management or highly compensated
employees within the meaning of ERISA Section 201(2).
1.2 NAME. This Plan shall be known as the Four Oaks Bank and Trust
Company Supplemental Executive Retirement Plan (herein referred to as the
"Plan").
1.3 EFFECTIVE DATE. The Plan is effective as of January 1, 1998.
ARTICLE II
DEFINITIONS
2.1 "ACCOUNT BALANCE" means the estimated account balance in the
Participant's 401(k) plan sponsored by the Company. The estimation assumes that
the Participant will contribute to the Company's 401(k) plan the minimum amount
necessary at the last day of each year to receive the maximum matching
contribution from the Company for that year. This account balance is accumulated
each year using the interest rate prescribed for employee contributions under
Section 411(c)(2)(C)(iii) of the Internal Revenue Code, as of the first day of
the plan year. For purposes of this Plan, Participant's Account Balance as of
January 1, 1998, was $ 228,372, to which contributions and earnings will be
added. It is understood and agreed to by the parties that on any given date
after the Effective Date, the Account Balance likely will not be the same amount
as the actual dollar amount of the Participant's account balance in the 401(k)
plan sponsored by the Company.
2.2 "ACTUARIAL EQUIVALENCE" means present values calculated using the
interest rate on 30-year treasury securities for the month prior to the first
day of the plan year, as prescribed by the Retirement Protection Act of 1994,
and the 1983 Group Annuity Mortality Tables used for lump sum purposes under the
Retirement Protection Act of 1994.
2.3 "ACT" means the Employee Retirement Income Security Act of 1974 as
it may be amended from time to time.
2
<PAGE>
2.4 "AVERAGE ANNUAL COMPENSATION" means the annual average of the
Compensation received by Participant during his three (3) consecutive years of
Service with respect to which the Participant receives the highest Compensation
that occurs within his five (5) years of Service immediately preceding his
Retirement or earlier termination of employment, or if less, the number of
complete calendar years during his period of participation.
2.5 "BENEFICIARY" means such person designated by the Participant in a
written instrument filed with the Board to receive any death benefit that is
payable under this Plan. In the event no valid designation Beneficiary exists at
the time of the Participant's death, the death benefit shall be payable to his
spouse or, if there is no surviving spouse, to his estate.
2.6 "BOARD" means the Board of Directors of Four Oaks Bank and Trust
Company.
2.7 "CHANGE IN CONTROL" means, for purposes of this Plan, that a change
shall have occurred upon any purchase, assignment, merger, consolidation, pledge
or transfer of any kind (e.g., voluntary, involuntary or by operation of law) of
the voting securities of the Company, or an increase in percentage of ownership
of the Company resulting from a redemption of voting securities (any of the
foregoing transactions hereinafter referred to as an "Acquisition") if, after
the Acquisition, (i) the acquiring party (or parties acting in concert) owns,
controls, or holds the power to vote fifty percent (50%) or more of any class of
voting securities of the Company, (ii) the Company is not the surviving entity
and immediately after the Acquisition, the acquiring party (or parties acting in
concert) owns, controls, or holds the power to vote fifty percent (50%) or more
of any class of voting securities of the of the surviving entity, or (iii) the
directors of the Company immediately prior to the Acquisition constitute less
than a majority of the Board of Directors of the surviving entity.
2.8 "CODE" means the Internal Revenue Code of 1986, as amended, and any
successor statue thereof, as interpreted by the rules and regulations issued
thereunder, in each case as in effect from time to time.
2.9 "COMPANY" means Four Oaks Bank and Trust Company, a North Carolina
banking corporation with its principal office in the State of North Carolina, or
any company or organization that (i) succeeds Four Oaks Bank and Trust Company
by merger or consolidation, or (ii) acquires substantially all of the operating
assets of Four Oaks Bank and Trust Company.
2.10 "COMPENSATION" means the total compensation paid by the Company to
the employee during any plan year for services performed that would otherwise be
includible in gross income. Compensation taken into account for this purpose
shall be the compensation paid to the employee prior to any reduction under (i)
a salary reduction agreement entered into by the Participant pursuant to a plan
maintained by the Company that qualifies under Section 401(k) of the Code, or
(ii) a salary reduction agreement entered into by the Participant pursuant to a
plan maintained by the Company that qualifies under Section 125 of the Code.
3
<PAGE>
2.11 "EARLY RETIREMENT DATE" means the first day of the month (prior to
the Normal Retirement Date) coinciding or next following the date on which the
Participant or former Participant attains his 55th birthday (Early Retirement
Age).
2.12 "EMPLOYER" means the Company, and any entity required to be
aggregated with the Company by Sections 414(b),(c),(m), or (o) of the Code.
2.13 "401(K) OFFSET BENEFIT" means the Account Balance as of the date of
retirement or other termination of employment, divided by the present value of
one dollar paid at the beginning of each year for the Participant's lifetime,
determined as of the date of retirement or termination, as the case may be,
using the definition of Actuarial Equivalence, as set forth in Section 2.2 of
this Plan.
2.14 "NORMAL FORM OF PAYMENT" means a monthly annuity payable for the
Participant's lifetime, to be paid to the Participant, or, in the case of the
Participant's death, his named beneficiary or estate.
2.15 "NORMAL RETIREMENT DATE" means the first day of the month
coinciding or next following the Participant's Normal Retirement Age (65th
birthday).
2.16 "PARTICIPANT" means Ayden R. Lee, Jr.
2.17 "PLAN" means this instrument, including all amendments thereto.
2.18 "SERVICE" means the Participant's period of employment with the
Company, measured in years and completed months, beginning not earlier than the
effective date of this Plan.
2.19 "SOCIAL SECURITY BENEFIT" means the annual Primary Insurance Amount
estimated to be payable to the Participant at age 65 under the Federal Social
Security Act assuming continued Compensation to age 65 after retirement or
termination and projected prior Compensation based on a estimated wage history
projected backwards utilizing changes in average wages from year to year as
determined by the Social Security Administration. It is understood and agreed to
by the parties that in certain circumstances, the Social Security Benefit may
result in an offset in benefits payable to the Participant under the terms of
this Plan, even though the Participant may not yet have reached the age to
receive an actual social security benefit payment from the Social Security
Administration.
2.20 "VESTED" means that the benefit payable under this Plan with
respect to the Participant is nonforfeitable.
4
<PAGE>
ARTICLE III
DEFERRED COMPENSATION
3.1 NORMAL RETIREMENT. Upon retirement on or after his Normal Retirement
Age, the Employer shall pay Participant an annual supplemental retirement
benefit (which benefit is herein called his Normal Retirement Benefit), subject
to Section 3.7, equal to the sum of seventy-five percent (75%) of the
Participant's Average Final Compensation reduced by Participant's (i) 401(k)
Offset Benefit and (ii) Social Security Benefit. Participant shall become fully
Vested in his Normal Retirement Benefit upon attaining Normal Retirement Age.
The Normal Retirement Benefit shall be payable for the Participant's lifetime,
according to the Normal Form of Payment.
3.2 EARLY RETIREMENT. Upon retirement on or after his Early Retirement
Age but prior to his Normal Retirement Date, the Employer shall pay, in lieu of
a Normal Retirement Benefit, the Participant an annual supplemental retirement
benefit (which benefit is herein called his Early Retirement Benefit), subject
to Section 3.7, of a certain percentage of the Normal Retirement Benefit, to be
determined as follows:
Age at Retirement Early Retirement Benefit as a
Percentage of Normal Retirement
55 58%
56 64%
57 70%
58 76%
59 82%
60 88%
61 94%
62 100%
63 100%
64 or older 100%
The Early Retirement Benefit shall be payable, according to the Normal Form of
Payment, in monthly installments commencing on the first day of the month
following the Participant's retirement on or after his Early Retirement Date and
continuing monthly thereafter for the life of the Participant.
3.3 DEFERRED VESTED BENEFIT. Upon termination of employment from the
Employer at any time before age 55 (for any reason other than death, Disability
as defined in Section 3.5 or a Change in Control, as defined in Section 3.6),
the Participant shall not be entitled to any benefits under this Plan.
5
<PAGE>
3.4 DEATH BENEFIT. If the Participant dies before the commencement of
the payment of benefits payable under Sections 3.1, 3.2, or 3.5, the Employer
shall pay to his Beneficiary a death benefit (which benefit is herein called his
Pre-retirement Survivor Benefit). An annual vested benefit is calculated in the
same manner as the Normal Retirement Benefit, but using the Average Annual
Compensation, 401(k) Offset Benefit and Social Security Benefit as of the date
of death, multiplied by the ratio of the Participant's Service as of the date of
death over the Participant's projected Service at Normal Retirement Date. If the
participant was eligible to retire at the date of death, in no event shall the
annual vested benefit be less than what the Participant would have received if
he had retired as of the date of his death. The annual vested benefit as
described above in this Section 3.4 shall then be converted to a lump sum by
multiplying the annual vested benefit by the present value of one dollar paid at
the beginning of each year for the Participant's life expectancy, determined
immediately before the Participant's death, using the Actuarial Equivalence
definition as stated in Section 2.2 of this Plan. The lump sum amount so
determined is hereafter referred to as the Pre-retirement Survivor Benefit, and
shall be paid to the Participant's Beneficiary in 60 equal monthly installments,
including interest, at an interest rate determined by reference to Section 2.2
of this Plan. Such monthly payments shall commence on the first day of the
second month following the date of the Participant's death.
If the Participant dies after the commencement of the payment of
benefits payable under Sections 3.1, 3.2, or 3.5, the Employer shall pay to his
Beneficiary a death benefit (which benefit is herein called his Survivor
Benefit) equal to the annual vested benefit payable to the Participant
immediately prior to his death, multiplied by the present value of one dollar
paid at the beginning of each year for the Participant's life expectancy,
determined immediately before the Participant's death, using the Actuarial
Equivalence definition as stated in Section 2.2 of this Plan. The lump sum
amount hereafter referred to as the Survivor Benefit, so determined shall be
paid to the Participant's Beneficiary in 60 equal monthly installments,
including interest, at an interest rate determined by reference to Section 2.2
of this Plan. Such monthly payments shall commence on the first day of the
second month following the date of the Participant's death.
3.5 BENEFIT PAYABLE ON DISABILITY. In the event of the Participant's
total and permanent disability, a disability benefit shall be payable from this
Plan. The annual disability retirement benefit shall be calculated in the same
manner as the Normal Retirement Benefit, but using the Participant's Average
Annual Compensation, 401(k) Offset Benefit and Social Security Benefit as of the
date of disability, multiplied by the ratio of the Participant's Service as of
the date of disability over the Participant's projected Service at Normal
Retirement Date. If the Participant was eligible to retire at the date of
disability, in no event shall this disability benefit be less than what the
Participant would have received if he had retired at the date of disability
instead. A monthly amount (equal to 1/12th of the annual disability retirement
benefit) shall be payable as an annuity under the Normal Form of Payment, with
such payments to commence on the first day of the second month following the
month in which the Participant became disabled.
6
<PAGE>
3.6 BENEFIT PAYABLE ON CHANGE IN CONTROL. If a Change in Control, as
defined in Section 2.7 occurs and Participant's employment with the Employer
terminates within twenty-four (24) months thereafter for any reason (other than
termination for cause by Employer), a vested benefit shall be payable from this
Plan. The annual vested benefit is calculated in the same manner as the Normal
Retirement Benefit, but using the Average Annual Compensation, 401(k) Offset
Benefit and Social Security Benefit as of the date of vesting, multiplied by
the ratio of the Participant's Service as of the date of vesting over the
Participant's projected Service at Normal Retirement Date. If the participant
was eligible to retire at the date of vesting, in no event shall this vested
benefit be less than what the Participant would have received if he had retired
at the date of vesting instead. The annual vested benefit shall be converted to
a lump sum by multiplying the annual vested benefit by the present value of one
dollar paid at the beginning of each year for the Participant's life
expectancy, using the Actuarial Equivalence definition as stated in Section 2.2
of this Plan. The lump sum amount, as so determined, shall be paid to the
Participant within 30 days after Participant's employment terminates as
described above.
3.7 LIMITATION ON BENEFITS. Notwithstanding anything in this Plan to the
contrary, the maximum annual benefit payable under this Plan shall not exceed
$50,000 per year, payable at the Normal Retirement Age. If, prior to the
Participant's Normal Retirement Age, a benefit is or becomes payable because of
the Participant's death, a Change in Control, the Participant's disability, or
on or after the Participant attains Early Retirement Age, the benefit payable
to the Participant shall be determined as follows: The maximum life annuity of
$50,000 per year at Normal Retirement Age shall be reduced 5% per year for each
year (up to a maximum 10 year reduction) that the benefit becomes payable prior
to the Participant's Normal Retirement Age, so that the annual benefit at age
55 (or earlier age in the event of death, disability or Change in Control)
shall be based upon a life annuity not to exceed $25,000 per year.
To the extent a single lump sum payment is made involving one of the
above contingencies, the single lump sum payment shall not exceed the present
value of the maximum life annuity payable as given above, using the definition
of Actuarial Equivalence, as set forth in Section 2.2 of this Plan.
ARTICLE IV
MISCELLANEOUS
4.1 INDEMNIFICATION OF BOARD. In addition to such other rights of
indemnification as they may have as directors or as members of the Committee,
the members of the Board or Committee shall be indemnified by the Employer
against the reasonable expenses, including attorneys' fees, actually and
necessarily incurred in connection with the defense of any action, suit, or
proceedings, or in connection with any appeal therein, to which they or any of
them may be a part by reason of any action taken in connection with this Plan,
and against all amounts paid by them in settlement thereof (provided such
settlement is approved by independent legal counsel selected by the Company) or
paid by them in satisfaction of a judgment in any such action, suit,
7
<PAGE>
or proceeding, except in relation to matters as to which it shall be adjudged in
such action, suit, or proceeding that such member is liable for negligence or
misconduct in the performance of his duties; provided that within sixty (60)
days after institution of any such action, suit, or proceeding a Board or
Committee member shall in writing offer the Company the opportunity, at its own
expense, to handle and defend the same.
4.2 AMENDMENTS. The Company may from time to time amend or terminate, in
whole or in part, any or all of the provisions of the Plan; provided, however,
no such action shall adversely affect the existing or future rights or interests
of any Participant under this Plan without his written consent. Any such action
shall be adopted by formal action of the Board and executed by an officer,
director, or person authorized to act on behalf of the Company.
4.3 NONALIENATION. Except insofar as applicable law may otherwise
require and with respect to the designation of a Beneficiary upon death, (i) no
amount payable to or in respect of any Participant at any time shall be subject
in any manner to alienation by such Participant or Beneficiary by anticipation,
sale, transfer, assignment, bankruptcy, pledges, attachment, charge, or
encumbrance of any kind, any attempt to so alienate, sell transfer, assign,
pledge, attach, charge, or otherwise encumber any such amount, whether presently
or thereafter payable, shall be void; and (ii) the Employer shall in no manner
be liable for or subject to the debts, liabilities, contracts, engagements, or
torts of any Participant or Beneficiary.
4.4 EMPLOYMENT RELATIONSHIP. Nothing contained in this Plan shall be
deemed to give any Participant or employee the right to be retained in the
service of the Employer, or to interfere with the right of the Employer to
discharge any Participant or employee at any time regardless of the effect which
such discharge shall have upon him as the Participant under this Plan.
4.5 PARTICIPATION IN OTHER EMPLOYEE BENEFIT PLANS. Nothing contained in
this Plan shall in any manner modify, impair, or affect the existing or future
rights or interests of any Participant (i) to receive any employee benefits to
which he would otherwise be entitled, or (ii) to participant in any present or
future "employee benefit plan" (as defined in Section 3(3) of the Act) of the
Employer. Any deferred compensation payable under this Plan shall not be deemed
salary or other compensation to any Participant for the purpose of computing
benefits to which he may be entitled under any "employee benefit plan" of the
Employer.
4.6 RELATIONSHIP. Notwithstanding any other provision of this Plan, this
Plan and action taken pursuant to it shall not be deemed or construed to
establish a trust or fiduciary relationship of any kind between or among the
Corporation, Participant, beneficiaries, or any other persons. The Plan is
intended to be unfunded for purposes of the Code and ERISA. The right of
Participant and beneficiaries to receive payment of deferred compensation is
strictly a contractual right to payment, and this Plan does not grant nor shall
it be deemed to grant Participant, beneficiaries, or any other person any
interest in or right to any of the funds, property, or assets of the Corporation
other than as an unsecured general creditor of the Corporation.
8
<PAGE>
4.7 CONSTRUCTION OF PLAN. This Plan shall be construed and enforced
according to the laws of the State of North Carolina and, to the extent
applicable, federal law. Whenever any words are used herein in the singular or
plural form, they shall be construed as though they were also used in the other
form in all cases where they would so apply. The headings and subheadings of
this Plan have been inserted for convenience of reference and are to be ignored
in any construction of the provisions hereof.
IN WITNESS WHEREOF, this Plan has been executed as of the 1st day of
January, 1998.
FOUR OAKS BANK AND TRUST COMPANY
BY: /s/ Wanda J. Blow
----------------------------------
Corporate Secretary
PARTICIPANT
/s/ Ayden R. Lee, Jr.
- ----------------------------------------
Ayden R. Lee, Jr.
9
<PAGE>
<TABLE>
Exhibit A
Normal Retirement Benefit - Age 65
<S> <C> <C> <C>
A. Lee SERP projection Bonus Percentage 10.00% Age 65 retirement assumed
Four Oaks Bank & Trust Deferral Percentage 6.00% Annuity is life annuity at 7.25%/GAM83
Accumulation Rate 7.25%
Salary Scale 5.00%
Gross SERP Percentage 75.00%
Matching Percentage 5.50%
Life Annuity at age 65 9.08634
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Year Age Base Comp Total Comp FAE3 Gross SERP Soc Sec
1997 48 135,582
1998 49 142,362 156,598
1999 50 149,480 164,428
2000 51 158,964 172,649
2001 52 164,801 181,281 164,558
2002 53 173,041 190,248 112,786
2003 54 181,693 199,863 181,426
2004 55 190,778 209,856 190,497
2005 56 200,317 220,349 200,021
2006 57 210,333 231,366 210,023
2007 58 220,859 242,935 220,524
2008 59 231,892 255,081 231,550
2009 60 243,487 267,836 243,127
2010 61 255,681 281,227 255,284
2011 62 268,444 295,288 268,048
2012 63 281,856 310,053 281,450
2013 64 295,960 325,556 295,523
2014 65 310,299 232,724 31,055
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Elective Matching
401(k) Bal Def Contrbs Contrbs Interest Acc 401(k) EOY
228,372 9,396 8,613 16,557 262,938
262,938 9,866 9,044 19,063 300,910
300,910 10,359 9,496 21,816 342,580
342,580 10,877 9,970 24,837 388,265
388,265 11,421 10,469 28,149 438,304
438,304 11,992 10,992 31,777 493,085
493,065 12,591 11,542 35,747 552,946
552,946 13,221 12,119 40,089 618,374
618,374 13,882 12,725 44,832 689,814
689,814 14,576 13,361 50,011 767,783
767,763 15,305 14,029 55,863 852,780
852,760 16,070 14,731 61,825 945,386
945,386 16,874 15,467 62,540 1,046,288
1,046,268 17,717 16,241 75,864 1,158,080
1,158,080 18,803 17,053 83,816 1,275,552
1,275,552 19,533 17,906 92,478 1,405,468
1,405,468
Gross SERP Benefit 232,724
Less Social Security (31,055)
Less 401(k) Annuity (154,679)
--------
Net SERP Benefit 46,990
</TABLE>
<PAGE>
<TABLE>
Exhibit B
Early Retirement Benefits
(Example: Age 58)
<S> <C> <C> <C>
A. Lee SERP projection Bonus Percentage 10.00% Age 58 retirement assumed
Four Oaks Bank & Trust Deferral Percentage 6.00% Annuity is life annuity at 7.25%/GAM83
Age 58 Retirement Accumulation Rate 7.25% Cost of Living Increase 4.00%
Salary Scale 5.00% Interest Rate for Obligations 7.25%
Gross SERP Percentage 75.00%
Matching Percentage 5.50%
Age 58 Life Annuity 10.56932
</TABLE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Year Age Base Comp Total Comp FAE3 Gross SERP Soc Sec
1997 48 135,582 149,141
1998 49 142,362 156,598 142,152 106,614 16,581
1999 50 149,480 164,428 149,259 111,944 17,244
2000 51 156,954 172,649 156,722 117,542 17,933
2001 52 164,801 181,281 164,558 123,419 18,651
2002 53 173,041 190,346 172,786 129,590 19,397
2003 54 181,693 199,863 181,425 136,069 20,173
2004 55 190,778 209,856 190,497 142,872 20,980
2005 56 200,317 220,349 200,021 150,016 21,819
2006 57 210,333 231,366 210,023 157,517 22,692
2007 58 220,524 165,393 23,599
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Elective Matching
401(k) Bal Def Contrbs Contrbs Interest Acc 401(k) EOY
228,372 9,396 8,613 16,557 262,938
262,938 9,866 9,044 19,063 300,916
300,910 10,359 9,496 21,816 342,580
342,580 10,877 9,970 24,837 388,265
388,265 11,421 10,469 28,149 438,304
438,304 11,992 10,992 31,777 493,065
493,065 12,591 11,542 35,747 552,946
552,946 13,221 12,119 40,089 618,374
618,374 13,882 12,725 44,832 689,814
689,814
76% Early Retirement Factor
Adj - Gross SERP Benefit 125,698
Less Social Security (23,599)
Less 401(k) Annuity (65,266)
--------
Net SERP Benefit 36,834
Calculations:
- ----------------
Gross SERP Benefit = $165,393
Age 58 Early Retirement Factor = 76%
Adj. Gross SERP Benefit = $125,698
(165,393 x .76)
</TABLE>
<PAGE>
<TABLE>
Exhibit C
Death Benefit
(Example: Age 58)
<S> <C> <C> <C>
A. Lee SERP projection Bonus Percentage 10.00% Age 58 death assumed
Four Oaks Bank & Trust Deferral Percentage 6.00% Annuity is life annuity at 7.25%/GAM83
Age 58 Death Accumulation Rate 7.25% Cost of Living Increase 4.00%
Salary Scale 5.00% Interest Rate for Obligations 7.25%
Gross SERP Percentage 75.00%
Matching Percentage 5.50%
Age 58 Life Annuity 10.56932
</TABLE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Year Age Base Comp Total Comp FAE3 Gross SERP Soc Sec
1997 48 135,582 149,141
1998 49 142,362 156,598 142,152 106,614 16,581
1999 50 149,480 164,428 149,259 111,944 17,244
2000 51 156,954 172,649 156,722 117,542 17,933
2001 52 164,801 181,281 164,558 123,419 18,651
2002 53 173,041 190,346 172,786 129,590 19,397
2003 54 181,693 199,863 181,425 136,069 20,173
2004 55 190,778 209,856 190,497 142,872 20,980
2005 56 200,317 220,349 200,021 150,016 21,819
2006 57 210,333 231,366 210,023 157,517 22,692
2007 58 220,524 165,393 23,599
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Elective Matching
401(k) Bal Def Contrbs Contrbs Interest Acc 401(k) EOY
228,372 9,396 8,613 16,557 262,938
262,938 9,866 9,044 19,063 300,910
300,910 10,359 9,496 21,816 342,580
342,580 10,877 9,970 24,837 388,265
388,265 11,421 10,469 28,149 438,304
438,304 11,992 10,992 31,777 493,065
493,065 12,591 11,542 35,747 552,946
552,946 13,221 12,119 40,089 618,374
618,374 13,882 12,725 44,832 689,814
689,814
9 Years at age 58
16 Years at NRD
Gross SERP Benefit 165,393
Less Social Security (23,599)
Less 401(k) Annuity (65,266)
--------
Net SERP Benefit 76,528
56% Service Ratio
Final SERP Benefit 43,047
Calculations:
- -----------------
$43,047 Annual Benefit
10.56932 Annuity Factor
$43,047 x 10.56932 = $454,978. Total Benefit
$454,978
- --------
60 months = $9008.45 monthly installments
</TABLE>
<PAGE>
<TABLE>
Exhibit D
Benefits payable on Disability
(Example: Age 58)
<S> <C> <C> <C>
A. Lee SERP projection Bonus Percentage 10.00% Age 58 disability assumed
Four Oaks Bank & Trust Deferral Percentage 6.00% Annuity is life annuity at 7.25%/GAM83
Age 58 Disability Accumulation Rate 7.25% Cost of Living Increase 4.00%
Salary Scale 5.00% Interest Rate for Obligations 7.25%
Gross SERP Percentage 75.00%
Matching Percentage 5.50%
Age 58 Life Annuity 10.56932
</TABLE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Year Age Base Comp Total Comp FAE3 Gross SERP Soc Sec
1997 48 135,582 149,141
1998 49 142,362 156,598 142,152 106,614 16,581
1999 50 149,480 164,428 149,259 111,944 17,244
2000 51 156,954 172,649 156,722 117,542 17,933
2001 52 164.801 181,281 164,558 123,419 18,651
2002 53 173,041 190,346 172,786 129,590 19,397
2003 54 181,693 199,863 181,425 136,069 20,173
2004 55 190,778 209,856 190,497 142,872 20,980
2005 56 200,317 220,349 200,021 150,016 21,819
2006 57 210,333 231,366 210,023 157,517 22,692
2007 58 220,524 165,393 23,599
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Elective Matching
401(k) Bal Def Contrbs Contrbs Interest Acc 401(k) EOY
228,372 9,396 8,613 16,557 262,938
262,938 9,866 9,044 19,063 300,910
300,910 10,359 9,496 21,816 342,580
342,580 10,877 9,970 24,837 388,265
388,265 11,421 10,469 28,149 438,304
438,304 11,992 10,992 31,777 493,065
493,065 12,591 11,542 35,747 552,946
552,946 13,221 12,119 40,089 618,374
618,374 13,882 12,725 44,832 689,814
689,814
9 Years at age 58
16 Years at NRD
Gross SERP Benefit 165,393
Less Social Security (23,599)
Less 401(k) Annuity (65,266)
--------
Net SERP Benefit 76,528
56% Service Ratio
Final SERP Benefit 43,047
Calculations:
- ---------------
58 - 49
- ---------
65 - 49 x 100 = 56% Service Ratio
Annual Benefit = $43,047.00
Monthly Benefit = $3,587.25
</TABLE>
<PAGE>
<TABLE>
Exhibit E
Benefits payable on Change In Control
(Example: Age 52)
<S> <C> <C> <C>
A. Lee SERP projection Bonus Percentage 10.00% Age 52 Termination Due to Change of Control Assumed
Four Oaks Bank & Trust Deferral Percentage 6.00% Annuity is life annuity at 7.25%/GAM83
Age 52 Termination Accumulation Rate 7.25% Cost of Living Increase 4.00%
Salary Scale 5.00% Interest Rate for Obligations 7.25%
Gross SERP Percentage 75.00%
Matching Percentage 5.50%
Age 52 Life Annuity 11.54536
</TABLE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Year Age Base Comp Total Comp FAE3 Gross SERP Soc Sec
1997 48 135,582 149,141
1998 49 142,363 156,598 142,152 106,614 16,581
1999 50 149,480 164,428 149,259 111,944 17,244
2000 51 156,954 172,649 156,722 117,542 17,933
2001 52 164,558 123,419 18,651
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Elective Matching
401(k) Bal Def Contrbs Contrbs Interest Acc 401(k) EOY
228,372 9,396 8,613 16,557 262,936
262,938 9,866 9,044 19,063 300,910
300,910 10,359 9,496 21,816 342,580
342,580
Note: Gross SERP Benefit 123,419 3 Years at age 52
Less Social Security (18,651) 16 Years at NRD
Assume Change In Control Less 401(k) Annuity (29,673)
at Age 52. --------
Net SERP Benefit 75,095
19% Service Ratio
Final SERP Benefit 14,080
Calculation:
- --------------
$14,080 x 11.54536 = $162,559 Lump Sum Equivalent
</TABLE>
<PAGE>
<TABLE>
Exhibit F
Early Retirement Age
(Example: Age 61)
<S> <C> <C> <C>
A. Lee SERP projection Bonus Percentage 10.00% Age 61 retirement assumed
Four Oaks Bank & Trust Deferral Percentage 6.00% Annuity is life annuity at 7.25%/GAM83
Age 61 Retirement Accumulation Rate 7.25% Cost of Living Increase 4.00%
Salary Scale 5.00% Interest Rate for Obligations 7.25%
Gross SERP Percentage 75.00%
Matching Percentage 5.50%
Age 61 Life Annuity 9.977
</TABLE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Year Age Base Comp Total Comp FAE3 Gross SERP Soc Sec
1997 48 135,582 149,141
1998 49 142,362 156,598 142,152 106,614 16,581
1999 50 149,480 164,428 149,259 111,944 17,244
2000 51 156,954 172,649 156,722 117,542 17,933
2001 52 164,801 181,281 164,558 123,419 18,651
2002 53 173,041 190,346 172,786 129,690 19,397
2003 54 181,693 199,863 181,425 136,069 20,173
2004 55 190,778 209,858 190,497 142,872 20,980
2005 56 200,317 220,349 200,021 150,016 21,819
2006 57 210,333 231,366 210,023 157,517 22,692
2007 58 220,850 242,935 220,524 165,393 23,599
2008 59 231,892 255,081 231,550 173,662 24,543
2009 60 243,487 267,835 243,127 182,346 25,525
2010 61 255,284 191,463 26,546
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Elective Matching
401(k) Bal Def Contrbs Contrbs Interest Acc 401(k) EOY
228,372 9,396 8,613 16,557 262,938
262,938 9,866 9,044 19,063 300,910
300,910 10,359 9,496 21,816 342,580
342,580 10,877 9,970 24,837 388,265
388,265 11,421 10,469 28,149 438,304
438,304 11,992 10,992 31,777 493,085
493,065 12,591 11,542 35,747 552,946
552,946 13,221 12,119 40,089 618,374
618,374 13,882 12,725 44,832 689,814
689,814 14,576 13,361 50,011 767,783
767,763 15,305 14,029 55,663 852,780
852,780 16,070 14,731 61,825 945,386
945,386
Gross SERP Benefit 179,975
Less Social Security (26,546)
Less 401(k) Annuity (94,757)
--------
Net SERP Benefit 58,673
* Adj. Net Benefit 50,000
94% Early Retirement Factor
</TABLE>
* See paragraph 3.7 Limitation on Benefits.
<PAGE>
Exhibit G
FOUR OAKS BANK AND TRUST
A. LEE PROJECTED SERP EXPENSE
YEAR EXPENSE
1998 9,339
1999 10,693
2000 12,195
2001 13,858
2002 15,698
2003 17,732
2004 19,978
2005 22,457
2006 25,191
2007 28,202
2008 31,518
2009 35,166
2010 39,178
2011 43,587
2012 48,429
2013 53,744
Expense is true FAS 87 basis, using attribution method.
Expense in all cases is equal to current year's accrual cost plus interest on
the unfunded obligation from prior years.
The discount rate is 7.25 percent per year.
The salary increase assumption is 5.00 percent per year.
REVISED--April 10, 1998
<PAGE>
PROFORMA STATEMENT
FOUR OAKS BANK AND TRUST
A. LEE PROJECTED SERP EXPENSE
YEAR EXPENSE
1998 9,339
1999 10,693
2000 12,195
2001 13,858
2002 15,698
2003 17,732
2004 19,978
2005 22,457
2006 25,191
2007 28,202
2008 31,518
2009 35,166
2010 39,178
2011 43,587
2012 48,429
2013 53,744
Expense is true FAS 87 basis, using attribution method.
Expense in all cases is equal to current year's accrual cost plus interest on
the unfunded obligation from prior years.
The discount rate is 7.25 percent per year.
The salary increase assumption is 5.00 percent per year.
REVISED--April 10, 1998
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion provides information about the major components of the
results of operations and financial condition, liquidity and capital resources
of the Company and should be read in conjunction with the Company's Consolidated
Financial Statements and Notes thereto.
GENERAL
Four Oaks Fincorp Inc. (the "Company") has experienced significant sustained
growth in assets and deposits over the last five years. Assets increased from
$103,609,200 at December 31, 1993 to $214,376,056 at December 31, 1998, while
total deposits increased from $90,265,187 to $188,424,584 over that same span.
In addition, for 63 consecutive years the Company (prior to 1997, the Company's
wholly owned subsidiary, Four Oaks Bank & Trust Company [the "Bank"]) has paid
dividends. Each year for the past five years dividends have averaged 24% of the
Company's average net income.
Interest rates on deposits and loans are set at competitive rates while
maintaining spreads of 3.93% and 3.87% in 1998 and 1997, respectively, between
interest earned on average loans and investments and interest paid on average
interest bearing deposits and short-term borrowing. Gross loans have increased
from $67,215,120 at December 31, 1993 to $155,383,490 at December 31, 1998,
while average net annual chargeoffs over the last five years were $336,706. The
sustained growth provided by operations resulted in increases in total assets of
12.8%, 19.5%, and 19.3% for 1998, 1997, and 1996, respectively.
Gross loans grew 11.3% in 1998 and 27.7% in 1997. Total investments (including
federal funds sold and interest bearing bank balances) increased 19% in 1998 and
decreased 4% in 1997. The Company closely monitors changes in the financial
markets in order to maximize the yield on its assets. The growth in loans and
investments is funded by the growth in total deposits of 12.2% in 1998 and 17.6%
in 1997 and net income of $2,578,120 in 1998 and $2,121,562 in 1997. Net income
for 1998 and 1997 increased 21.5% and 16.5%, respectively, due to favorable
interest margins and effective cost containment measures.
Management historically has monitored and controlled increases in overhead
expenses while being committed to developing the skills and enhancing the
professionalism of the Company's employees. Employee turnover has been minimal,
while the number of full-time equivalent employees has increased from 54 at
December 31, 1993 to 86 at December 31, 1998.
RESULTS OF OPERATIONS
Interest income increased 16.9% in 1998, 21.9% in 1997 and 17.1% in 1996. In
1998 and 1997, loan volumes were at record levels all year with much less
seasonal fluctuation than we have had historically. This steady loan growth
results from increased loan demand in our Smithfield, Clayton, Garner and Four
Oaks markets and from our expanded market area served by our newest branch in
Benson. Average gross loans were approximately $153,244,000 in 1998,
$130,376,000 in 1997 and $103,559,000 in 1996. Average investments were
approximately $35,286,000 in 1998, $33,802,000 in 1997 and $30,748,000 in 1996.
Market rates fluctuated as average prime rates ranged from 8% to 9% during 1998,
1997 and 1996. However, growth in 1998, 1997 and 1996 interest income is
primarily due to higher volumes. Interest expense increased 15.3% in 1998, 24%
in 1997 and 19% in 1996. Deposit rates have remained relatively steady since
1996. Noninterest income increased 14.7% and 44.7% primarily due to fees
generated on new products in 1998 and 1997. While the Bank's stated service
charges and fees have not significantly increased, the related income has risen
due to higher account volumes and increased collection efforts. Noninterest
expenses have increased from $4,368,934 in 1996 to $5,174,592 in 1997 and
$5,913,839 in 1998. These increases are the result of increased operating
expenses caused by the growth of the Bank. The Bank's growth has resulted in
more employees, increased facilities and equipment costs, and an increase in the
volume of transactions.
LIQUIDITY AND CAPITAL RESOURCES
The Company's liquidity position is primarily dependent upon the Bank's need to
respond to loan demand, the short-term demand for funds caused by withdrawals
from deposit accounts (other than time deposits) and the liquidity of its
assets. The Bank's primary liquidity sources include cash and amounts due from
other banks, federal funds sold, and U.S. Government Agency and other short-term
investment securities. In addition, the Bank has the ability to borrow funds
from the Federal Reserve Bank and the Federal Home Loan Bank of Atlanta and to
purchase federal funds from other financial institutions. The Company's
management believes its liquidity sources are adequate to meet its operating
needs and the operating needs of the Bank. Total shareholders' equity was
$19,543,236 or 9.1% of total assets and $16,866,997 or 8.9% of total assets at
December 31, 1998 and 1997, respectively.
INFLATION
The effect of inflation on financial institutions differs somewhat from the
effect it has on other businesses. The performances of banks, with assets and
liabilities that are primarily monetary in nature, are affected more by changes
in interest rates than by inflation. Interest rates generally increase as the
rate of inflation increases, but the magnitude of the change in rates may not be
the same. During periods of high inflation, there are normally corresponding
increases in the money supply, and banks will normally experience above average
growth in assets, loans and deposits. Also, general increases in the price of
goods and services will result in increased operating expenses.
INCOME TAXES
Income taxes, as a percentage of income before income taxes, for 1998, 1997 and
1996 were 33.5%. 33.6%, 31.6%. These changes were the result of management's
redirection of funds between loans and different types of taxable and tax exempt
interest-bearing assets in response to economic conditions and the Bank's
liquidity requirements.
DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS' EQUITY; INTEREST RATES AND
INTEREST DIFFERENTIAL The following schedule presents average balance sheet
information for the years 1998 and 1997, along with related interest earned and
average yields for interest-earning assets and the interest paid and average
rates for interest-bearing liabilities.
13
<PAGE>
AVERAGE DAILY BALANCES, INTEREST INCOME/EXPENSE, AVERAGE YIELD/RATE
<TABLE>
<CAPTION>
1998 1997
----------------------------------- ----------------------------------
average interest average average interest average
(Dollars in thousands) daily income/ yield/ daily income/ yield/
balance expense rate balance expense rate
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Cash and due from banks $ 5,502 $ 5,123
Interest bearing bank balances 3,394 $ 182 5.36% 1,430 $ 79 5.52%
Investments:
U.S. Treasuries and Agencies 30,358 1,920 6.32% 26,987 1,713 6.35%
Tax exempt(1) 4,207 216 5.13% 5,608 291 5.19%
Other investments 721 52 7.21% 1,207 94 7.79%
-------- ------- -------- -------
Total investments(3) 35,286 2,188 6.20% 33,802 2,098 6.21%
-------- ------- -------- -------
Commercial loans 25,706 2,539 9.88% 26,795 2,608 9.73%
Installment loans 34,078 3,444 10.11% 26,054 2,657 10.20%
Real estate loans 84,015 8,170 9.72% 69,697 6,753 9.69%
Equity lines 7,715 718 9.31% 6,797 601 8.84%
Overdraft lines and credit cards 1,730 222 12.83% 1,033 146 14.13%
-------- ------- -------- -------
Gross loans(2) 153,244 15,093 9.85% 130,376 12,765 9.79%
Loan loss reserve (1,911) (1,623)
-------- ------- -------- -------
Net loans 151,333 15,093 9.97% 128,753 12,765 9.91%
-------- ------- -------- -------
Total fixed assets 5,840 4,983
Other assets 3,512 3,095
-------- ------- -------- -------
Total assets $204,867 $17,463 8.52% $177,186 $14,942 8.43%
======== ======= ======== =======
Total interest earning assets $191,924 $17,463 9.10% $165,608 $14,942 9.02%
======== ======= ======== =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Demand $ 26,872 $ 22,959
NOW accounts 14,623 $ 265 1.81% 14,159 $ 298 2.10%
Money markets 7,815 319 4.08% 6,101 239 3.92%
Savings 10,413 280 2.69% 10,047 295 2.94%
Time 121,040 7,071 5.84% 101,131 5,904 5.84%
-------- ------- -------- -------
Total deposits 180,763 7,935 4.39% 154,397 6,736 4.36%
Borrowing 3,343 189 5.65% 5,301 310 5.85%
Other liabilities 2,447 1,993
-------- ------- -------- -------
Total liabilities 186,553 8,124 4.35% 161,691 7,046 4.36%
-------- ------- -------- -------
Common stock 1,333 1,271
Surplus 5,472 4,636
Undivided profits 11,350 9,620
Unrealized (gain) on securities 159 (32)
-------- --------
Total equity 18,314 15,495
-------- ------- -------- -------
Total liabilities and equity $204,867 $ 8,124 3.97% $177,186 $ 7,046 3.98%
======== ======= ======== =======
Total interest bearing liabilities $157,234 $ 8,124 5.17% $136,739 $ 7,046 5.15%
======== ======= ======== =======
Net interest margin:
Total assets to total liabilities and equity 4.55% 4.45%
Interest earning assets to interest bearing liabilities 3.93% 3.87%
Net yield on interest earning assets $ 9,339 4.87% $ 7,896 4.77%
======= =======
</TABLE>
(1) Not computed on a tax equivalent basis.
(2) Includes non-accrual loans.
(3) Does not give effect to changes in fair value reflected in equity.
14
<PAGE>
CHANGES IN INTEREST INCOME AND EXPENSE BY CATEGORY AND RATE/VOLUME VARIANCES
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997.
THE CHANGES DUE TO RATE AND VOLUME WERE ALLOCATED ON THEIR ABSOLUTE VALUES.
<TABLE>
<CAPTION>
1998 versus 1997 1997 versus 1996
--------------------------------------------- -----------------------------------------------
amount due to amount due to
(in thousands) total increase change in: total increase change in:
(decrease) volume rate (decrease) volume rate
-------------- -------- ---- --------------- -------- ----
<S> <C> <C> <C> <C> <C> <C>
Income:
Loans $2,328 $2,238 $ 90 $2,442 $2,646 $(204)
Investments(1) 193 213 (20) 137 118 19
------ ------ ---- ------ ------ -----
Total interest income 2,521 2,451 70 2,579 2,764 (185)
------ ------ ---- ------ ------ -----
Expense:
NOW accounts (33) 10 (43) 27 22 5
Money market 80 6 13 58 45 13
Savings (15) 11 (26) 8 16 (8)
Time 1,167 1,163 4 1,058 1,070 (12)
------ ------ ---- ------ ------ -----
Total paid on deposits 1,199 1,251 (52) 1,151 1,153 (2)
Borrowings (121) (115) (6) 201 186 15
------ ------ ---- ------ ------ -----
Total interest expense 1,078 1,136 (58) 1,352 1,339 13
------ ------ ---- ------ ------ -----
Net interest income $1,443 $1,315 $128 $1,227 $1,425 $(198)
====== ====== ==== ====== ====== =====
</TABLE>
(1) Includes federal funds sold and interest bearing bank balances.
INVESTMENT PORTFOLIO
The valuations of investment securities at December 31, 1998 and 1997 were (in
thousands, except ratios):
<TABLE>
<CAPTION>
Available for sale: Available for sale:
1998 1997
---------------------------- ------------------------------
amortized estimated amortized estimated
cost fair value cost fair value
---------- ---------- --------- -----------
<S> <C> <C> <C> <C>
U.S. Treasury securities $ 2,499 $ 2,510 $ 5,496 $ 5,531
U.S. Government agency obligations:
All other 36,478 36,493 23,771 23,815
Securities issued by states and political
subdivisions in the U.S.:
Tax exempt securities 3,901 4,066 4,550 4,706
Equity securities:
Other equity securities 622 622 1,030 1,030
------- ------- ------- -------
Total securities $43,500 $43,691 $34,847 $35,082
======= ======= ======= =======
Pledged securities $ 9,59 $ 7,747
======= =======
</TABLE>
<TABLE>
<CAPTION>
1998 1997
Weighted Weighted
Maturity and repricing data for debt securities: 1998 1997 Average Yield Average Yield
Fixed rate debt securities with a remaining maturity of: -------- ------- ------------- -------------
<S> <C> <C> <C> <C>
Less than one year $ 2,961 $ 3,814 6.21% 6.11%
Over one year through five years 24,500 25,588 6.35% 6.29%
Over five years 15,608 4,649 5.97% 6.49%
------- -------
Total fixed rate debt securities 43,069 34,051 6.20% 6.30%
------- -------
Total debt securities $43,069 $34,051 6.20% 6.30%
======= =======
</TABLE>
15
<PAGE>
LOAN PORTFOLIO
Loans consisted of the following, in thousands, as extracted from the Call
Reports of December 31, 1998 and 1997:
<TABLE>
<CAPTION>
1998 1997
------- --------
<S> <C> <C>
LOANS RECEIVABLE
Loans secured by real estate:
Construction and land development $24,715 $17,014
Secured by farmland 5,635 6,175
Secured by 1-4 family residential properties:
Revolving, open-end loans and lines of credit 8,712 8,308
All other 36,897 34,545
Secured by multifamily residential properties 1,199 2,106
Secured by nonfarm nonresidential properties 17,334 14,609
Loans to finance agricultural production and other loans to farmers 7,525 6,624
Commercial and industrial loans 28,827 25,711
Loans to individuals for household, family and other personal expenditures:
Credit cards and related plans 1,861 1,413
Other 21,503 22,414
Obligations of states and political subdivisions in the U.S.:
Tax exempt obligations 185 163
All other loans 1,039 677
Lease financing receivables 148 190
Less: Unearned income on loans (197) (125)
-------- --------
Total loans $155,383 $139,824
Allowance for loan losses (1,945) (1,725)
-------- --------
Net loans $153,438 $138,099
======== ========
Loans restructured None None
COMMITMENTS AND CONTINGENCIES
Commitments to make loans $ 32,149 $ 23,808
======== ========
Standby letters of credit $ 1,940 $ 1,444
======== ========
</TABLE>
CERTAIN LOAN MATURITIES
The maturities and carrying amounts of certain loans as of December 31, 1998 are
summarized as follows (in thousands):
<TABLE>
<CAPTION>
Real Estate
Commercial Construction
Financial and Land
Agricultural Development Total
------------ ------------ -------
<S> <C> <C> <C>
Due within one year $24,611 $20,028 $44,639
------- ------- -------
Due after one year to five years:
Fixed rate 24,428 2,955 27,383
Variable rate 7,564 1,678 9,242
------- ------- -------
31,992 4,633 36,625
------- ------- -------
Due after five to ten years:
Fixed rate 1,000 36 1,036
Variable rate 1,129 - 1,129
------- ------- -------
2,129 36 2,165
------- ------- -------
Total $58,732 $24,697 $83,429
======= ======= =======
</TABLE>
16
<PAGE>
RISK ELEMENTS
Past due and nonaccrual loans, in thousands, as extracted from the Call
Reports of December 31, 1998 and 1997 were as follows:
<TABLE>
<CAPTION>
past due 30 past due 90
through 89 days days or more
(in thousands) and still accruing and still accruing nonaccrual
----------------------- ----------------------- ------------------
1998 1997 1998 1997 1998 1997
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Real estate loans $ 773 $201 $138 $280 $219 $501
Installment loans 418 432 132 62 52 11
Credit cards and related plans 50 70 17 10 - -
Commercial and all other loans 203 77 218 - 243 -
------ ---- ---- ---- ---- ----
Total $1,444 $780 $505 $352 $514 $512
====== ==== ==== ==== ==== ====
Agricultural loans included above $ 208 $ 24 $ 96 - $ 61 -
====== ==== ==== ==== ==== ====
</TABLE>
Foreclosed assets (included in other assets) are $517,154 and $192,852 at
December 31, 1998 and 1997.
ALLOWANCE FOR LOAN LOSSES AND SUMMARY OF LOAN LOSS EXPERIENCE
As a matter of policy, the Bank maintains an allowance for loan losses. The
allowance for loan losses is created by direct charges to income, and losses on
loans are charged against the allowance when realized. The amount of the
allowance is based upon an evaluation of the portfolio, current economic
conditions, historical loan loss experience, and other factors management deems
appropriate. The Bank's management believes its allowance for loan losses is
adequate under existing economic conditions.
The following table summarizes the Bank's loan loss experience for the years
ending December 31, 1998, 1997 and 1996:
<TABLE>
<CAPTION>
(in thousands) 1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Balance at beginning of period $1,725 $1,440 $1,220
Chargeoffs:
Commercial, and other 187 251 43
Real estate 298 109 23
Installment loans to individuls 361 134 107
Credit cards and related plan 41 43 28
------ ------ ------
887 537 201
------ ------ ------
Recoveries:
Commercial and other 15 1 2
Real estate 27 - -
Installment loans 68 34 22
Credit cards and related plans 4 2 -
------ ------ ------
114 37 24
------ ------ ------
Net chargeoffs 773 500 177
------ ------ ------
Additions charged to operations 993 785 397
------ ------ ------
Balance at end of year $1,945 $1,725 $1,440
====== ====== ======
Ratio of net chargeoffs during
the year to average gross loans
outstanding during the year 0.504% 0.383% 0.171%
</TABLE>
17
<PAGE>
DEPOSITS
For each category of total deposits which has an average for the year in excess
of 10 percent of average total deposits, the average balance and the average
rates as of December 31, 1998 and 1997 are as follows:
<TABLE>
<CAPTION>
($ in thousands) average balance average rate
-------------------- --------------------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Demand $ 26,872 $ 22,959 - -
Time $121,040 $101,131 5.84% 5.84%
</TABLE>
Time certificates in amounts of $100,000 or more outstanding at December 31,
1998 by maturity are as follows:
($ in thousands)
Three months or less $22,086
Over three months through twelve months 19,548
Over twelve months through three years 3,249
Over three years 495
-------
Total $45,378
=======
BORROWINGS
The Bank borrows funds principally from the Federal Home Loan Bank of
Atlanta. Information regarding such borrowings is as follows ($ in thousands):
1998 1997
---- ----
Balance outstanding at December 31 $3,770 $ 3,000
Weighted average rate at December 31 5.56% 5.66%
Maximum borrowings during the year $6,320 $13,030
Average amounts outstanding during year $3,343 $ 5,301
Weighted average rate during year 5.65% 5.85%
KEY RATIOS
The following schedule of key ratios is presented for the years ended December
31, 1998 and 1997:
1998 1997
---- ----
Return on average assets 1.26% 1.20%
Return on average equity 14.08% 13.69%
Dividend payout ratio 21.24% 22.16%
Equity to assets (averages) 8.94% 8.75%
Ending equity to ending assets 9.12% 8.87%
Average interest earning assets
to average total assets 93.68% 93.47%
Average net loans to average total deposits 83.72% 83.39%
Average interest bearing liabilities to
average interest earning assets 81.93% 82.57%
18
<PAGE>
COMPETITION
Commercial banking in North Carolina is extremely competitive in large part
due to statewide branching. Four Oaks Bank & Trust Company (the Bank) competes
in its market areas with some of the largest banking organizations in the state
and the country and other financial institutions, such as federally and
state-chartered savings and loan institutions and credit unions, as well as
consumer finance companies, mortgage companies and other lenders engaged in the
business of extending credit. Many of the Bank's competitors have broader
geographic markets and higher lending limits than those of the Bank and are also
able to provide more services and make greater use of media advertising.
The enactment of legislation authorizing interstate banking has caused
great increases in the size and financial resources of some of the Bank's
competitors. In addition, as a result of interstate banking, out-of-state
commercial banks may acquire North Carolina banks and heighten the competition
among banks in North Carolina.
Despite the competition in its market areas, the Bank believes that it has
certain competitive advantages that distinguish it from its competition. The
Bank believes that its primary competitive advantages are its strong local
identity, its affiliation with the community and its emphasis on providing
specialized services to small and medium-sized business enterprises, as well as
professional and upper-income individuals. The Bank offers customers modern,
high-tech banking without forsaking community values, such as prompt, personal
service and friendliness. The Bank offers many personalized services and
attracts and retains customers by being responsive and sensitive to their
individualized needs. The Bank also relies on goodwill and referrals from
shareholders and satisfied customers, as well as traditional media to attract
new customers. To enhance a positive image in the community, the Bank supports
and participates in local events and its officers and directors serve on boards
of local civic and charitable organizations.
YEAR 2000 ISSUES
As the Year 2000 approaches, an important business issue has emerged
regarding how existing application software programs and operating systems can
accommodate this date value. Many existing application software products,
including the Company's, were designed to accommodate a two-digit year. For
example, "98" is stored on the system and represents 1998 and "00" represents
1900. The Bank utilizes a third-party vendor for processing its primary banking
applications. In addition, the Bank also uses third-party vendor application
software for all ancillary computer applications. The third-party vendor for the
Company's banking applications is in the process of modifying, upgrading or
replacing its computer applications to ensure Year 2000 compliance. In addition,
the Company has instituted a Year 2000 compliance plan (the "Plan") whereby the
Bank is reviewing the Year 2000 issues that may be faced by the Bank and its
third-party vendors to ensure that the Bank's applications can properly process
dates leading up to and after January 1, 2000. To assist in this effort, the
Company has hired the services of a consultant to review the plan and assist the
Company in achieving Year 2000 compliance for mission critical items. "Mission
critical" items include, among other things, data processing and item
processing.
The Plan consists of the following 5 phases: (I) Awareness, which includes
customer and employee awareness of the Year 2000 problem and the establishment
of a Year 2000 committee comprised of senior management (Phase one is
substantially complete at this time); (II) Assessment, which includes
identifying all systems (hardware and software) that could be affected by the
Year 2000 problem and testing them primarily by rolling dates forward to
December 31, 1999 and allowing the system to process the data (Phase two has
been completed); (III) Renovation, which includes upgrading or replacing
non-compliant systems with compliant hardware and software; (IV) Validation,
which includes testing systems (hardware and software) to verify compliance (for
mission critical items this Phase has been completed); and (V) Implementation,
which includes having all systems throughout the Bank Year 2000 compliant by
June 30, 1999.
The Company does not currently expect that the costs for ensuring that the
Bank's applications properly process dates leading up to and after January 1,
2000 will be material to its financial condition and expects that the process
will not result in a material disruption of its operations. In the event that
the Bank's significant suppliers do not successfully and timely achieve Year
2000 compliance, the Bank's business, results of operations or financial
condition could be adversely affected.
As a lending institution, the Bank is also exposed to potential risk if
borrowers suffer Year 2000-related difficulties and are unable to repay their
loans. The Bank is discussing the Year 2000 issue with borrowers as part of the
Assessment phase of the Plan and during the loan granting or renewal
19
<PAGE>
process. At this time, the Bank is unable to determine what impact, if any,
the Year 2000 problem will have on the loan payment performance of the Bank's
borrowers. Thus far, however, none of the Bank's borrowers have reported the
expectation of a material adverse impact on their ability to repay loans as a
result of the year 2000 problem.
The Bank is in the process of creating a contingency plan as part of the
Assessment phase. The contingency plan will cover all mission critical and
non-mission critical areas of the Bank's operations. The contingency plan will
be completed during the 2nd quarter of 1999.
FORWARD LOOKING INFORMATION
Information set forth in this Annual Report to Shareholders under the
caption "Management's Discussion and Analysis of Financial Conditions and
Results of Operations" contains various "forward looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, which statements
represent the Company's judgment concerning the future and are subject to risks
and uncertainties that could cause the Company's actual operating results and
financial position to differ materially. Such forward looking statements can be
identified by the use of forward looking terminology, such as "may," "will,"
"expect," "anticipate," "estimate," or "continue" or the negative thereof or
other variations thereof or comparable terminology.
The Company cautions that any such forward looking statements are further
qualified by important factors that could cause the Company's actual operating
results to differ materially from those in the forward looking statements,
including without limitation, the effects of future economic conditions,
governmental fiscal and monetary policies, legislative and regulatory changes,
the risks of changes in interest rates on the level and composition of deposits,
the effects of competition from other financial institutions, the failure of
assumptions underlying the establishment of the allowance for possible loan
losses, the low trading volume of the Common Stock and other considerations
described in connection with specific forward looking statements.
(1) The Independent Bank Index is the proprietary index of the Carson Medlin
Company and includes 23 community financial institutions in the southeast
20
<PAGE>
The Board of Directors and Shareholders
Four Oaks Fincorp, Inc.
Four Oaks, North Carolina
In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of operations, comprehensive income, shareholders'
equity, and cash flows present fairly, in all material respects, the financial
position of Four Oaks Fincorp, Inc. and subsidiaries at December 31, 1998 and
1997, and the results of their operations and their cash flows for each of the
three years in the period ended December 31, 1998, in conformity with generally
accepted accounting principles. 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 of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatements. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
/s/ PricewaterhouseCoopers LLP
- -----------------------------------------
Raleigh, North Carolina
February 12, 1999
21
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEETS
DECEMBER 31
--------------------------------------------
ASSETS 1998 1997
------------ ------------
<S> <C> <C>
Cash and due from banks $ 7,949,632 $ 6,454,065
Interest bearing bank balances 669,919 2,114,378
Securities available for sale 43,069,727 34,051,243
FHLB stock and other equity securities 622,348 1,030,608
Loans, net 153,438,491 138,098,776
Bank premises and equipment, net 4,982,206 5,091,883
Other assets 3,643,733 3,229,939
------------ ------------
Total assets $214,376,056 $190,070,892
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Noninterest-bearing $ 29,703,444 $ 24,761,325
Large denomination certificates of deposit 45,378,666 37,833,092
Other interest-bearing 113,342,474 105,393,520
------------ ------------
Total deposits 188,424,584 167,987,937
Borrowed funds 3,770,000 3,000,000
Other liabilities 2,638,236 2,215,958
------------ ------------
Total liabilities 194,832,820 173,203,895
------------ ------------
Commitments and contingencies (Notes 6, 12, and 13)
Shareholders' equity:
Capital stock:
Common stock, $1.00 par value, 5,000,000 shares authorized;
1,349,039 and 1,313,472 issued and outstanding at December 31,
1998 and 1997, respectively 1,349,039 1,313,472
Capital surplus 5,785,881 5,164,242
Retained earnings 12,293,449 10,249,413
Accumulated other comprehensive income 114,867 139,870
------------ ------------
Total shareholders' equity 19,543,236 16,866,997
------------ ------------
Total liabilities and shareholders' equity $214,376,056 $190,070,892
============ ============
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
22
<PAGE>
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31
1998 1997 1996
------------ ------------ ------------
<S> <C> <C> <C>
Interest income:
Loans $15,093,772 $12,765,165 $10,211,976
Securities:
Taxable U.S. Government and agency obligations 1,920,270 1,712,768 1,549,431
Tax-exempt obligations of states and
political subdivisions 215,689 290,714 273,560
Other taxable securities 51,673 94,314 64,231
Overnight investments 181,687 78,856 153,238
------------ ------------ ------------
Total interest income 17,463,091 14,941,817 12,252,436
------------ ------------ ------------
Interest expense:
Deposits 7,934,518 6,735,764 5,585,340
Borrowed funds 189,417 309,624 108,634
------------ ------------ ------------
Total interest expense 8,123,935 7,045,388 5,693,974
------------ ------------ ------------
Net interest income 9,339,156 7,896,429 6,558,462
Provision for loan losses 993,085 784,851 396,772
------------ ------------ ------------
Net interest income after provision for loan losses 8,346,071 7,111,578 6,161,690
------------ ------------ ------------
Noninterest income
Service charges on deposit accounts 874,870 802,908 609,689
Other service charges, commissions & fees 522,495 461,278 327,777
Securities net gains (losses) 48,523 (3,910) (66,372)
------------ ------------ ------------
Total noninterest income 1,445,888 1,260,276 871,094
------------ ------------ ------------
Noninterest expense:
Salaries 2,656,179 2,307,500 1,981,158
Employee benefits 482,447 408,752 331,269
Occupancy expenses 231,317 245,732 179,764
Equipment expenses 377,550 327,364 261,675
Other operating expense 2,166,346 1,885,244 1,615,068
------------ ------------ ------------
Total noninterest expense 5,913,839 5,174,592 4,368,934
------------ ------------ ------------
Income before income taxes 3,878,120 3,197,262 2,663,850
Provision for income taxes 1,300,000 1,075,700 843,000
------------ ------------ ------------
Net income $ 2,578,120 $ 2,121,562 $ 1,820,850
============ ============ ============
Net income per common share - basic $ 1.93 $ 1.67 $ 1.46
============ ============ ============
Net income per common share - diluted $ 1.93 $ 1.65 $ 1.43
============ ============ ============
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
23
<PAGE>
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31
1998 1997 1996
---------- ---------- ----------
<S> <C> <C> <C>
Net income: $2,578,120 $2,121,562 $1,820,850
Unrealized gain (loss) on available for sale securities (30,555) 176,828 (165,128)
Reclassification of net gains recognized in net income (11,949) (65,900) (101,548)
Income tax (expense) benefit relating to
unrealized gain (loss) on available for sale securities 17,501 (20,000) 101,000
---------- ---------- ----------
Other comprehensive income (loss) (25,003) 90,928 (165,676)
---------- ---------- ----------
Comprehensive income $2,553,117 $2,212,490 $1,655,174
========== ========== ==========
</TABLE>
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
<TABLE>
<CAPTION>
ACCUMULATED
OTHER
COMMON STOCK CAPITAL RETAINED COMPREHENSIVE
SHARES AMOUNT SURPLUS EARNINGS INCOME
--------- ---------- ---------- ----------- --------
<S> <C> <C> <C> <C> <C>
Balance, January 1, 1996, as previously
reported 828,279 $ 828,279 $ 4,668,286 $ 7,208,025 $ 214,618
Three-for-two stock split 414,139 414,139 (414,139) - -
--------- ---------- ---------- ----------- --------
Balance at January 1, 1996, as adjusted 1,242,418 1,242,418 4,254,147 7,208,025 214,618
Cash dividends of $.34 per share - - - (424,737) -
Change in net unrealized gain (loss)
on securities available for sale - - - - (165,676)
Sale of common stock 14,505 14,505 198,502 - -
Net income - - - 1,820,850 -
--------- ---------- ---------- ----------- --------
Balance, December 31,1996 1,256,923 1,256,923 4,452,649 8,604,138 48,942
Cash dividends of $.37 per share - - - (476,287) -
Change in net unrealized gain (loss)
on securities available for sale - - - - 90,928
Sale of common stock 56,549 56,549 711,593 - -
Net income - - - 2,121,562 -
--------- ---------- ---------- ----------- --------
Balance, December 31, 1997 1,313,472 1,313,472 5,164,242 10,249,413 139,870
Cash dividends of $.41 per share - - - (534,084) -
Cash paid for fractional shares
created by three-for-two stock split - - (4,104) - -
Change in net unrealized gain (loss)
on securities available for sale - - - - (25,003)
Sale of common stock 35,567 35,567 625,743 - -
Net income - - - 2,578,120 -
--------- ---------- ---------- ----------- --------
BALANCE, DECEMBER 31, 1998 1,349,039 $1,349,039 $5,785,881 $12,293,449 $114,867
========= ========== ========== =========== ========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
24
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
<TABLE>
<CAPTION>
1998 1997 1996
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $2,578,120 $2,121,562 $ 1,820,850
Adjustments to reconcile net income to net cash provided
by operations:
Provision for loan losses 993,085 784,851 396,772
Provision for depreciation 347,915 310,539 220,978
Amortization of intangible assets 34,092 24,239 14, 388
Loans originated for sale (7,616,158) (1,678,200) (1,930,989)
Proceeds from loan sales 7,616,158 1,678,200 1,930,989
Deferred income tax benefit (98,750) (24,800) (62,000)
Net (accretion) amortization of bond premiums and discounts (11,261) (7,164) 3,459
(Gain) on sale of loans (46,394) - -
(Gain) loss on sale of securities (48,523) 3,910 66,372
Loss (gain) on sale of real estate and repossessed assets (41,768) 35,516 79,010
Loss (gain) on sale of fixed assets 12,939 (13,178) (5,124)
Changes in assets and liabilities:
Prepaid and other assets 563,645 (125,609) 60,286
Interest receivable (461,948) 45,240 (128,592)
Income taxes and other liabilities 191,499 (107,776) 183,075
Interest payable 230,778 416,804 187,486
------------ ------------ ------------
Net cash provided by operating activities 4,243,429 3,464,134 2,836,960
------------ ------------ ------------
Cash flows from investing activities:
Proceeds from sales and calls of securities available for sale 24,874,345 11,739,608 12,749,693
Proceeds from maturities of securities available for sale 3,808,116 8,080,000 3,415,000
Proceeds from redemption of FHLB stock 407,600 392,300 -
Purchase of securities available for sale (37,683,005) (17,119,068) (20,854,230)
Purchase of FHLB stock - (969,400) -
Net increase in loans (16,658,583) (30,967,952) (20,214,870)
Capital expenditures (313,343) (1,010,873) (1,443,746)
Proceeds from sale of fixed assets 62,166 71,923 6,000
Acquisition of real estate - (46,200) -
Proceeds from sale of real estate and repossessed assets 89,643 162,866 402,373
------------ ------------ ------------
Net cash used in investing activities (25,413,061) (29,666,796) (25,939,780)
------------ ------------ ------------
Cash flows from financing activities:
Net proceeds from borrowed funds 770,000 3,000,000 -
Net increase in deposit accounts 20,436,647 25,144,962 23,877,612
Deferral of organizational costs - (99,181) -
Proceeds from issuance of common stock 548,177 593,302 213,007
Cash dividends paid (534,084) (476,287) (424,737)
------------ ------------ ------------
Net cash provided by financing activities 21,220,740 28,162,796 23,665,882
------------ ------------ ------------
Net increase in cash and cash equivalents 51,108 1,960,134 563,062
Cash and cash equivalents at beginning of year 8,568,443 6,608,309 6,045,247
------------ ------------ ------------
Cash and cash equivalents at end of year $ 8,619,551 $ 8,568,443 $ 6,608,309
============ ============ ============
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
25
<PAGE>
DECEMBER 31, 1998
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The 1998 and 1997 consolidated financial statements include the accounts and
transactions of Four Oaks Fincorp, Inc. (the "Company"), a bank holding company
incorporated under the laws of the State of North Carolina, and its wholly-owned
subsidiary, Four Oaks Bank & Trust Company (the "Bank"). All significant
intercompany transactions have been eliminated. The 1996 financial statements
are those of the Bank only.
NATURE OF OPERATIONS
The Company was incorporated under the laws of the State of North Carolina on
February 5, 1997 (see Note 2). The Company's primary function is to serve as the
Holding Company for its wholly-owned subsidiary, the Bank. The Bank operates
seven offices in eastern and central North Carolina, and its primary source of
revenue is derived from loans to customers and from its securities portfolio.
The loan portfolio is comprised mainly of real estate, commercial, consumer, and
equity line of credit loans. These loans are primarily collateralized by
residential and commercial properties, commercial equipment, and personal
property.
USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS AND CERTAIN
SIGNIFICANT ESTIMATES The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at December 31, 1998 and 1997
and the reported amounts of revenues and expenses during the years ended
December 31, 1998, 1997 and 1996. Actual results could differ from those
estimates.
SIGNIFICANT ACCOUNTING POLICIES
The accounting and reporting policies of the Company follow generally accepted
accounting principles and general practices within the financial services
industry. Following is a summary of the more significant policies.
SECURITIES
Securities are classified into three categories:
1) Securities Held to Maturity - Debt securities that the Company has the
positive intent and the ability to hold to maturity are classified as
held-to-maturity and reported at amortized cost;
(2)Trading Securities - Debt and equity securities that are bought and held
principally for the purpose of selling them in the near term are classified
as trading securities and reported at fair value, with unrealized gains and
losses included in earnings; and
(3)Securities Available for Sale - Debt and equity securities not classified as
either securities held-to-maturity or trading securities are reported at fair
value, with unrealized gains and losses excluded from earnings and reported
as other comprehensive income, a separate component of shareholders' equity.
The Company classifies all securities as available for sale and unless otherwise
noted all securities purchased by the Company will be classified available for
sale. Gains and losses on sales of securities, computed based on specific
identification of adjusted cost of each security, are included in other income
at the time of the sale. Premiums and discounts are amortized into interest
income using the interest method over the period to maturity.
LOANS AND ALLOWANCE FOR LOAN LOSSES
Loans are stated at the amount of unpaid principal, reduced by an allowance for
loan losses. Interest on loans is calculated by using the simple interest method
on daily balances of the principal amount outstanding.
Loan origination fees are deferred, as well as certain direct loan origination
costs. Such costs and fees are recognized as an adjustment to yield over the
contractual lives of the related loans utilizing the interest method.
The Company evaluates its loan portfolio in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 114, "Accounting by Creditors for
Impairment of a Loan", as amended by SFAS No. 118, "Accounting by Creditors for
Impairment of a Loan - Income Recognition and Disclosure". Under these
standards, a loan is considered impaired, based on current information and
events, if it is probable that the Company will be unable to collect the
scheduled payments of principal and interest when due according to the
contractual terms of the loan agreement. Uncollateralized loans are measured for
impairment based on the present value of expected future cash flows discounted
at the historical effective interest rate, while all collateral-dependent loans
are measured for impairment based on the fair value of the collateral.
At December 31, 1998 and 1997, there were no loans material to the consolidated
financial statements that were impaired under the provisions of SFAS No. 114.
The Company uses several factors in determining if a loan is impaired under SFAS
No. 114. The internal asset classification procedures include a thorough review
of significant loans and lending relationships and the accumulation of related
data. This data includes loan payment status, borrowers' financial data and
borrowers' operating factors such as cash flows, operating income or loss, etc.
26
<PAGE>
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
The allowance for loan losses is established through a provision for loan losses
charged to expense. Loans are charged against the allowance for loan losses when
management believes that the collection of the principal is unlikely. The
allowance is an amount that management believes will be adequate to absorb
possible losses on existing loans that may become uncollectible, based on
evaluations of the collectibility of loans and prior loan loss experience. The
evaluations take into consideration such factors as changes in the nature and
volume of the loan portfolio, overall portfolio quality, review of specific
problem loans, and current economic conditions and trends that may affect the
borrowers' ability to pay.
INCOME RECOGNITION ON IMPAIRED AND NONACCRUAL LOANS
Loans, including impaired loans, are generally classified as nonaccrual if they
are past due as to maturity or payment of principal or interest for a period of
more than 90 days, unless such loans are well-secured and in the process of
collection. If a loan or a portion of a loan is classified as doubtful or is
partially charged off, the loan is generally classified as nonaccrual. Loans
that are on a current payment status or past due less than 90 days may also be
classified as nonaccrual if repayment in full of principal and/or interest is in
doubt.
Loans may be returned to accrual status when all principal and interest amounts
contractually due (including arrearages) are reasonably assured of repayment
within an acceptable period of time, and there is a sustained period of
repayment performance (generally a minimum of six months) by the borrower, in
accordance with the contractual terms.
While a loan is classified as nonaccrual and the future collectibility of the
recorded loan balance is doubtful, collections of interest and principal are
generally applied as a reduction to the principal outstanding, except in the
case of loans with scheduled amortizations where the payment is generally
applied to the oldest payment due. When the future collectibility of the
recorded loan balance is expected, interest income may be recognized on a cash
basis. In the case where a nonaccrual loan had been partially charged-off,
recognition of interest on a cash basis is limited to that which would have been
recognized on the recorded loan balance at the contractual interest rate.
Receipts in excess of that amount are recorded as recoveries to the allowance
for loan losses until prior charge-offs have been fully recovered.
FORECLOSED ASSETS
Assets acquired as a result of foreclosure are valued at the lower of the
recorded investment in the loan or fair value less estimated costs to sell. The
recorded investment is the sum of the outstanding principal loan balance and
foreclosure costs associated with the loan. Losses from the acquisition of
property in full or partial satisfaction of debt are treated as credit losses.
Routine holding costs, subsequent declines in value and gains or losses on
disposition are included in other expense.
BANK PREMISES AND EQUIPMENT
Bank premises and equipment are stated at cost less accumulated depreciation.
Depreciation is computed using the straight-line method based on the estimated
useful lives of assets. Useful lives range from 5 to 10 years for furniture and
equipment and is 35 years for premises. Expenditures for repairs and maintenance
are charged to expense as incurred.
ACCOUNTING FOR TRANSFERS AND SERVICING OF FINANCIAL ASSETS AND EXTINGUISHMENTS
OF LIABILITIES The Company adopted SFAS No. 125, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishment of Liabilities" on January 1,
1997. The adoption of this pronouncement had no material effect on the Company's
financial statements.
27
<PAGE>
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INTANGIBLE ASSETS
Intangible assets are amortized using the straight-line method over 15 years.
The Company evaluates intangible assets for potential impairment by analyzing
the operating results, trends and prospects for the Company, as well as by
comparing them to their competitors. The Company also takes into consideration
recent acquisition patterns within the banking industry and any other events or
circumstances which might indicate potential impairment. At December 31, 1998
and 1997 the Company's intangible assets consist of a core deposit premium and
organizational costs. The carrying value of intangible assets at December 31,
1998 and 1997 was $224,274 and $258,366 respectively. Amortization included in
the Company's other operating expense for 1998, 1997 and 1996 was $34,092,
$24,239 and $14,388, respectively.
INCOME TAXES
Provisions for income taxes include amounts currently payable and deferred taxes
on temporary differences in the recognition of income and expense for tax and
financial statement purposes. Deferred tax assets and liabilities are included
in the financial statements at currently enacted income tax rates applicable to
the period in which the deferred tax asset and liabilities are expected to be
realized or settled. As changes in tax laws or rates are enacted, deferred tax
assets and liabilities are adjusted through the provision of income taxes in the
year of change.
STATEMENT OF CASH FLOWS
For purposes of reporting cash flows, cash and cash equivalents include cash on
hand, amounts due from banks, and overnight interest bearing bank balances.
COMPREHENSIVE INCOME
The Company adopted SFAS No. 130, "Reporting Comprehensive Income" on January 1,
1998. SFAS No. 130 establishes standards for reporting and displaying
comprehensive income and its components (revenues, expenses, gains, and losses)
in general-purpose financial statements.
SEGMENT INFORMATION
During the year ended December 31, 1998, the Company adopted the provisions of
SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information." The Statement requires that public business enterprises report
certain information about operating segments in their annual financial
statements and in condensed financial statements of interim periods issued to
shareholders. It also requires that the public business enterprises report
related disclosures and descriptive information about products and services
provided by significant segments, geographic areas, and major customers,
differences between the measurements used in reporting segment information and
those used in the enterprise's general-purpose financial statements and changes
in the measurement of segment amounts from period to period.
Operating segments are components of an enterprise about which separate
financial information is available that is evaluated regularly by the chief
operating decision maker in deciding how to allocate resources, and in assessing
performance. The Company has determined that it has one significant operating
segment, the providing of general commercial financial services to customers
located in the single geographic area of Eastern North Carolina. The various
products are those generally offered by community banks, and the allocation of
resources is based on the overall performance of the institution, versus the
individual branches or products.
There are no differences between the measurements used in reporting segment
information and those used in the enterprise's general-purpose financial
statements, and the measurement of segment amounts has not changed for 1998 from
prior years.
28
<PAGE>
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
EMPLOYERS DISCLOSURES ABOUT PENSIONS AND OTHER POSTRETIREMENT BENEFITS
The Company has adopted the provisions of SFAS No. 132, "Employers Disclosures
about Pensions and Other Postretirement Benefits", effective for fiscal years
beginning after December 15, 1997. This Statement revises employer's disclosures
about pension and other postretirement benefit plans. It does not change the
measurement or recognition of those plans. The adoption of SFAS No. 132 did not
have a material effect on the Company's consolidated financial statements.
RECLASSIFICATIONS
Certain items included in the 1997 and 1996 financial statements have been
reclassified to conform to the 1998 presentation. These reclassifications have
no effect on the net income or shareholders' equity previously reported.
NEW ACCOUNTING PRONOUNCEMENTS
The Company will adopt the provisions of SFAS No. 133 "Accounting for Derivative
Instruments and Hedging Activities" effective with the fiscal quarter beginning
July 1, 1999. This statement establishes accounting and reporting standards for
derivative instruments and for hedging activities. It requires that derivatives
be recognized as either assets or liabilities in the balance sheet and be
measured at fair value. The accounting for changes in the fair value of a
derivative depends on the intended use of the derivative and whether or not the
derivative is designated as a hedging instrument. SFAS No. 133 is not expected
to have a material effect on the Company's financial statements.
SFAS No. 134, "Accounting for Mortgage for Mortgage-Backed Securities Retained
after the Securitization of Mortgage Loans Held for Sale by a Mortgage Banking
Enterprise", was issued in October 1998. This Statement amends existing
classification and accounting treatment of Mortgage-backed securities, retained
after mortgage loans held for sale are securitized, for entities engaged in
mortgage banking activities. These securities previously were classified and
accounted for as trading and now may be classified as held-to-maturity or a
available-for-sale, also. this Statement is effective for the first fiscal
quarter beginning after December 15, 1998. SFAS No. 134 is not expected to have
a material effect on the Company's financial statemnets.
2. FORMATION OF HOLDING COMPANY
The Company was incorporated on February 5, 1997 under the laws of the State of
North Carolina for the purpose of serving as the holding company for the Bank.
On July 1, 1997, pursuant to the reorganization of the Bank into a holding
company structure, the Common Stock of the Bank was converted on a
share-for-share basis into Common Stock in the Company that have rights,
privileges and preferences identical to the common stock of the Bank.
29
<PAGE>
3. SECURITIES
The amortized cost, gross unrealized gains, gross unrealized losses and
estimated market values of securities available for sale as of December 31, 1998
and 1997 are as follows:
<TABLE>
<CAPTION>
GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED MARKET
COST GAINS LOSSES VALUE
----------- -------- ------- -----------
<S> <C> <C> <C> <C>
1998:
U.S. Government and agency securities $38,977,569 $102,605 $76,659 $39,003,515
State and municipal securities 3,900,792 168,119 2,699 4,066,212
----------- -------- ------- -----------
$42,878,361 $270,724 $79,358 $43,069,727
=========== ======== ======= ===========
1997:
U.S. Government and agency securities $29,267,069 $ 94,157 $15,769 $29,345,457
State and municipal securities 4,550,304 155,482 - 4,705,786
----------- -------- ------- -----------
$33,817,373 $249,639 $15,769 $34,051,243
=========== ======== ======= ===========
</TABLE>
The amortized cost and estimated market value of debt securities at December 31,
1998 by contractual maturities are shown below. Expected maturities will differ
from contractual maturities because borrowers may have the right to call or
prepay obligations with or without call or prepayment penalties.
<TABLE>
<CAPTION>
ESTIMATED
AMORTIZED MARKET
COST VALUE
----------- -----------
<S> <C> <C>
Due in one year or less $ 2,945,498 $ 2,960,231
Due after one year through five years 24,356,951 24,501,404
Due after five years through ten years 15,292,735 15,318,181
Due after ten years 283,177 289,911
----------- -----------
$42,878,361 $43,069,727
=========== ===========
</TABLE>
Assets, principally securities, with a carrying value of approximately
$9,259,000 and $7,747,000 at December 31, 1998 and 1997, respectively, were
pledged to secure public deposits and for other purposes required or permitted
by law.
Sales of securities available for sale during 1998, 1997 and 1996 generated
realized gains of $48,523, $57,862 and $44,456 and realized losses of $61,772
and $110,828 during 1997 and 1996. No losses were realized during 1998.
4. LOANS AND ALLOWANCE FOR LOAN LOSSES
Major classifications of loans as of December 31, 1998 and 1997 are summarized
as follows (in thousands):
<TABLE>
<CAPTION>
<S> <C> <C>
1998 1997
---- ----
Real estate - residential and other $ 88,857 $ 76,582
Real estate - agricultural 5,635 6,175
Other agricultural 7,525 6,624
Consumer loans 23,364 23,827
Business loans 28,827 25,711
Other loans 1,372 1,030
-------- --------
155,580 139,949
Less:
Unearned income and deferred loan fees (197) (125)
Allowance for loan losses (1,945) (1,725)
-------- --------
$153,438 $138,099
======== ========
</TABLE>
30
<PAGE>
4. LOANS AND ALLOWANCE FOR LOAN LOSSES (CONTINUED)
Nonperforming assets at December 31, 1998 and 1997 consist of the following (in
thousands):
<TABLE>
<CAPTION>
1998 1997
------ ------
<S> <C> <C>
Loans past due ninety days or more $ 505 $ 352
Nonaccrual loans 514 512
Foreclosed assets (included in other assets) 517 193
------ ------
$1,536 $1,057
====== ======
</TABLE>
A summary of the allowance for loan losses for the years ended December 31,
1998, 1997 and 1996 is as follows:
<TABLE>
<CAPTION>
1998 1997 1996
---------- ---------- ----------
<S> <C> <C> <C>
Balance, beginning $1,725,000 $1,440,000 $1,220,000
Provision charged against income 993,085 784,851 396,772
Recoveries of amounts charged-off 113,555 37,153 23,880
Amounts charged-off (886,640) (537,004) (200,652)
---------- ---------- ----------
Balance, ending $1,945,000 $1,725,000 $1,440,000
========== ========== ==========
</TABLE>
5. BANK PREMISES AND EQUIPMENT
Bank premises and equipment at December 31, 1998 and 1997 are as follows:
<TABLE>
<CAPTION>
1998 1997
---------- ----------
<S> <C> <C>
Land $1,211,381 $1,031,502
Building 3,105,483 3,161,787
Furniture and equipment 2,814,383 2,739,338
---------- ----------
7,131,247 6,932,627
Less accumulated depreciation (2,149,041) (1,840,744)
---------- ----------
$4,982,206 $5,091,883
========== ==========
</TABLE>
6. FHLB STOCK AND OTHER EQUITY SECURITIES
The Company, as a member of the Federal Home Loan Bank system, is required to
maintain an investment in capital stock of the FHLB. No ready market exists for
the FHLB stock, and it has no quoted market value. The balance of FHLB stock
held at December 31, 1998 and 1997 was $569,800 and $977,400, respectively.
7. DEPOSITS
At December 31, 1998, the scheduled maturities of certificates of deposit are as
follows (in thousands):
1999 $101,799
2000 13,952
2001 2,944
2002 631
2003 3,359
Thereafter 121
--------
$122,806
========
8. BORROWED FUNDS
The Company has an established line of credit with the Federal Home Loan Bank of
Atlanta in the amount of $25,000,000. This line is secured by a blanket floating
lien covering the Company's loan portfolio of qualifying residential (1-4 units)
first mortgage loans. At December 31, 1998 and 1997, the Company had an advance
of $3,000,000 outstanding. The interest rate on this advance is 5.66% and it
matures on September 24, 2002. At December 31, 1998, the Company also had an
advance of daily rate credit of $770,000, at an overnight rate of 5.15%
31
<PAGE>
9. INCOME TAXES
The components of income tax expense (benefit) for the years ended December 31,
1998, 1997 and 1996 are as follows:
<TABLE>
<CAPTION>
1998 1997 1996
---------- ---------- --------
<S> <C> <C> <C>
Current:
Federal $1,273,750 $ 985,000 $840,000
State 125,000 115,500 65,000
---------- ---------- --------
1,398,750 1,100,500 905,000
Deferred (98,750) (24,800) (62,000)
---------- ---------- --------
Total $1,300,000 $1,075,700 $843,000
========== ========== ========
</TABLE>
The reconciliation of expected income tax at the statutory Federal rate with
income tax expense for the years ended December 31, 1998, 1997 and 1996 is as
follows:
<TABLE>
<CAPTION>
1998 1997 1996
---------- ---------- --------
<S> <C> <C> <C>
Expected income tax expense $1,320,000 $1,087,000 $906,000
Increase (decrease) in income tax expense
resulting from:
State taxes (net of federal benefit) 80,000 70,000 35,000
Tax exempt income (73,000) (99,000) (93,000)
Other, net (27,000) 17,700 (5,000)
---------- ---------- --------
Income tax expense $1,300,000 $1,075,700 $843,000
========== ========== ========
</TABLE>
A summary of the deferred tax assets (liabilities) at December 31, 1998 and
1997, included in other assets, is as follows:
1998 1997
-------- --------
Allowance for loan losses $713,000 $628,000
Depreciation (339,000) (298,000)
Bond accretion (15,000) (45,800)
Unamortized loan costs and fees 72,549 48,600
-------- --------
431,549 332,800
Unrealized gains on available for
sale securities (76,499) (94,000)
-------- --------
Net deferred tax asset $355,050 $238,800
======== ========
10. EMPLOYEE BENEFIT PLAN
The Bank has a defined contribution pension plan in effect for substantially all
full-time employees. Employee benefits expense includes $155,868, $94,808 and
$83,082 in 1998, 1997 and 1996, respectively, for this plan. Contributions under
the plan are made at the discretion of the Board of Directors.
11. STOCK SPLIT
On June 22, 1998, the Company declared a three-for-two split of the Company's
common stock, effected in the form of a stock dividend paid on July 21, 1998 to
shareholders of record on July 6, 1998. The dividend was charged to capital
surplus in the aggregate amount of $445,664, the par value of the shares paid.
All references to number of shares, except shares authorized, and to per share
information have been restated to reflect the dividend.
32
<PAGE>
12. REGULATORY RESTRICTIONS
The Bank, as a North Carolina banking corporation, may pay dividends to the
Company only out of undivided profits as determined pursuant to North Carolina
General Statutes Section 53-87. However, regulatory authorities may limit
payment of dividends by any bank when it is determined that such a limitation is
in the public interest and is necessary to ensure the financial soundness of the
bank.
Current Federal regulations require that the Bank maintain a minimum ratio of
total capital to risk weighted assets of 8%, with at least 4% being in the form
of Tier 1 capital, as defined in the regulations. In addition, the Bank must
maintain a leverage ratio of 4%. As of December 31, 1998, the Bank's capital
exceeded the current capital requirements. The Bank currently expects to
continue to exceed these minimums without altering current operations or
strategy.
The Bank is subject to various regulatory capital requirements administered by
the federal and state banking agencies. Failure to meet minimum capital
requirements can initiate certain mandatory, and possibly additional
discretionary, actions by regulators that, if undertaken, could have a direct
material effect on the Bank's financial statements. Quantitative measures
established by regulation to ensure capital adequacy require the Bank to
maintain minimum amounts and ratios, as set forth in the table below. Management
believes, as of December 31, 1998, that the Bank meets all capital adequacy
requirements to which it is subject.
As of December 31, 1998, the most recent notification from the FDIC categorized
the Bank as well capitalized under the regulatory framework for prompt
corrective action. To be categorized as well capitalized the Bank must maintain
minimum amounts and ratios, as set forth in the table below. There are no
conditions or events since that notification that management believes have
changed the Bank's category.
The Bank's actual capital amounts and ratios are also presented in the table
below (dollars in thousands):
<TABLE>
<CAPTION>
TO BE WELL CAPITALIZED
FOR CAPITAL UNDER PROMPT CORRECTIVE
ACTUAL ADEQUACY PURPOSES ACTION PROVISIONS
-------------------- -------------------- -----------------------
AMOUNT RATIO AMOUNT RATIO AMOUNT RATIO
------- ---- ------- ----- ------- ----
<S> <C> <C> <C> <C> <C> <C>
As of December 31, 1998:
- ------------------------
Total Capital (to Risk Weighted Assets) $20,237 12.3% $13,122 8.0% $16,402 10.0%
Tier I Capital (to Risk Weighted Assets) 18,292 11.2 6,561 4.0 9,841 6.0
Tier I Capital (to Average Assets) 18,292 8.6 8,524 4.0 10,655 5.0
As of December 31, 1997:
- ------------------------
Total Capital (to Risk Weighted Assets) $17,837 12.7% $11,235 8.0% $14,045 10.0%
Tier I Capital (to Risk Weighted Assets) 16,112 11.5 5,618 4.0 8,427 6.0
Tier I Capital (to Average Assets) 16,112 8.5 7,582 4.0 9,478 5.0
</TABLE>
The Company is also subject to these capital requirements. At December 31, 1998
and 1997 the Company's total capital to risk weighted assets, Tier 1 capital to
risk weighted assets and Tier 1 capital to average assets were 12.9% and 12.9%,
11.7% and 11.7%, and 9.0% and 8.5%, respectively.
13. COMMITMENTS AND CONTINGENCIES
The Bank is a 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, lines of credit and
standby letters of credit. These instruments involve elements of credit risk in
excess of amounts recognized in the accompanying financial statements.
The Bank's risk of loss in the event of nonperformance by the other party to the
commitment to extend credit, line of credit or standby letter of credit is
represented by the contractual amount of these instruments. The Bank uses the
same credit policies in making commitments under such instruments as it does for
on-balance sheet instruments. The amount of collateral obtained, if any, is
based on management's credit evaluation of the borrower. Collateral held varies,
but may include accounts receivable, inventory, real estate and time deposits
with financial institutions. Since many of the commitments are expected to
expire without being drawn upon, the total commitment amounts do not necessarily
represent future cash requirements.
As of December 31, 1998 and 1997, outstanding financial instruments whose
contract amounts represent credit risk were as follows:
<TABLE>
<CAPTION>
1998 1997
----------- -----------
<S> <C> <C>
Outstanding commitments to lend, unfunded loans and
lines of credit $32,149,000 $23,808,000
=========== ===========
Standby and commercial letters of credit $ 1,940,000 $ 1,444,000
============ ============
</TABLE>
The Bank's lending is concentrated primarily in eastern and central North
Carolina and the surrounding communities in which it operates. Credit has been
extended to certain of the Bank's customers through multiple lending
transactions.
33
<PAGE>
14. RELATED PARTY TRANSACTIONS
Certain parties (principally directors and executive officers of the Bank,
including their affiliates, families, and companies in which they hold ten
percent or more ownership) were customers of, and had loans and other
transactions with the Bank in the ordinary course of business. An analysis of
activity with respect to such loans for the year ended December 31, 1998 is as
follows:
<TABLE>
<CAPTION>
BALANCE AT BALANCE AT
BEGINNING AMOUNT END OF
OF YEAR ADDITIONS COLLECTED YEAR
-------- --------- --------- ----------
<S> <C> <C> <C> <C>
Aggregate of certain related party loans:
1998 $845,000 $121,000 $138,000 $828,000
======== ======== ======== ========
</TABLE>
The Bank leased a building from one of its directors for $800, $780, and $755
per month in 1998, 1997 and 1996, respectively. The term of the lease has
historically been on a year to year basis, but was changed to a five year lease
as of January 1, 1995 with annual increases based on the Consumer Price Index.
15. STOCK OPTION PURCHASE PLAN
The Bank has a non-qualified stock option plan (the "Plan") for certain key
employees. On July 1, 1997 the Plan was amended in conjunction with the
formation of the Company. This amendment increased the number of shares
authorized for the Plan to 100,000. Options will continue to be granted at the
discretion of the Board at a price approximating market, as determined by a
committee of Board members. All options granted subsequent to this amendment
will be 100% vested one year from the grant date and will expire after such a
period as is determined by the Board at the time of grant. Options granted prior
to the amendment have ten year lives and a five year level vesting provision.
A summary of the status of the Bank's stock options, after giving retroactive
effect to stock splits, as of December 31, 1998, 1997 and 1996, and changes
during the years ending on those dates is presented below:
OPTIONS OPTION PRICE
OUTSTANDING PER SHARE
----------- ---------------
Balance January 1, 1996 67,500 $7.20 - 8.87
Exercised 3,500 $7.20
------
Balance December 31, 1996 64,000 $7.20 - 8.87
Granted 3,750 $17.33
Exercised 42,799 $8.00 - 8.87
------
Balance December 31, 1997 24,951 $7.20 - 17.33
Granted 17,700 $21.33 - 22.17
Exercised 18,701 $7.20 - 17.33
------
Balance December 31, 1998 23,950 $7.20 - 22.17
======
The weighted average exercise price of all outstanding options at December 31,
1998 is $19.32. There are 50,740 shares reserved for future issuance at December
31, 1998.
Additional information concerning the Company's stock options is as follows:
<TABLE>
<CAPTION>
REMAINING
NUMBER CONTRACTUAL NUMBER
OUTSTANDING LIFE EXERCISABLE
EXERCISE PRICE AT 12/31/98 AT 12/31/98 AT 12/31/98
- -------------- ----------- ----------- -----------
<S> <C> <C> <C>
$7.20 1,500 3.2 years 1,500
$8.87 1,200 6.2 years 921
$17.33 3,550 8.2 years 1,250
$21.33 15,000 3.3 years -
$22.17 2,700 3.4 years -
------ -----
23,950 3,671
====== =====
</TABLE>
On January 1, 1996 the Bank adopted SFAS No. 123, "Accounting for Stock Based
Compensation". As permitted by SFAS No. 123, the Bank has chosen to apply APB
Opinion No. 25, "Accounting for Stock Issued to Employee" (APB 25) and related
interpretations in accounting for the Plan. However, the Company is required to
disclose the proforma effects on net income using the new fair value based
method. The fair value of each option grant is estimated on he date of grant
using the Black-Scholes option-pricing model with the following assumptions used
for grants in 1998 and 1997.
34
<PAGE>
15. STOCK OPTION PURCHASE PLAN (CONTINUED)
1998 1997
Dividend growth 7% 7%
Expected volatility 22.359% 7.853%
Risk free interest rate 5.40% 5.85%
Expected life 4 years 10 years
The weighted average fair value of options granted during 1998 and 1997 was
$7.14 and $5.51, respectively. There were no options granted during 1996.
Had compensation cost for the Company's stock-based compensation plan, as
described above, been determined consistent with SFAS No. 123, the Company's net
income and net income per share would have been reduced to the proforma amounts
indicated below:
1998 1997
Net income:
As reported $2,578,120 $2,121,562
Pro forma 2,526,498 2,109,455
Net income per share - Basic:
As reported $ 1.93 $ 1.67
Pro forma 1.89 1.66
Net income per share - Diluted:
As reported $ 1.93 $ 1.65
Pro forma 1.89 1.64
16. EARNINGS PER SHARE
The Company adopted SFAS No. 128 "Earnings Per Share" on December 31, 1997. As
required, all prior period earnings per share have been restated to conform with
the provisions of the statement.
The following table provides a reconciliation of income available to common
stockholders and the average number of shares outstanding for the years ended
December 31, 1998, 1997, and 1996.
<TABLE>
<CAPTION>
1998 1997 1996
--------- --------- ---------
<S> <C> <C> <C>
Net income (numerator) $2,578,120 $2,121,562 $1,820,850
========= ========= =========
Shares for basic EPS (denominator) 1,333,163 1,270,571 1,248,932
Dilutive effect of stock options 4,923 18,461 20,160
--------- --------- ---------
Adjusted shares for diluted EPS 1,338,086 1,289,032 1,269,092
========= ========= =========
</TABLE>
17. PARENT COMPANY FINANCIAL INFORMATION
Condensed financial information of Four Oaks Fincorp, Inc., the parent company,
at December 31, 1998 and 1997 and for the year ended December 31, 1998 and the
period from February 5, 1997 to December 31, 1997 is presented below:
<TABLE>
<CAPTION>
1998 1997
------------ ------------
<S> <C> <C>
CONDENSED BALANCE SHEETS
Assets:
Cash and cash equivalents $ 903,607 $ 60,791
Equity investment in subsidiary 18,561,451 16,420,787
Deferred organization costs, net 69,622 89,328
Other assets 8,556 296,091
------------ ------------
$19,543,236 16,866,997
============ ============
Liabilities and shareholders' equity:
Shareholders' equity $19,543,236 $16,866,997
============ ============
CONDENSED STATEMENTS OF OPERATIONS
Dividends from wholly-owned subsidiary $ 534,084 $ 241,187
Interest from wholly-owned subsidiary 32,858 -
Equity in earnings of subsidiary 2,056,638 1,890,228
Miscellaneous expenses (45,460) (9,853)
------------ ------------
Net income $ 2,578,120 $ 2,121,562
============ ============
</TABLE>
35
<PAGE>
17. PARENT COMPANY FINANCIAL INFORMATION (CONTINUED)
<TABLE>
<CAPTION>
1998 1997
CONDENSED STATEMENTS OF CASH FLOWS
<S> <C> <C>
Operating Activities:
Net income $2,578,120 $2,121,562
Equity in undistributed earnings of subsidiary (2,056,638) (1,890,228)
Amortization of deferred organization costs 19,706 9,853
(Increase) Decrease in other assets 287,535 (296,091)
----------- ------------
Cash flows provided (used) in operating
activities 828,723 (54,904)
----------- ------------
Financing activities:
Proceeds from issuance of common stock 548,177 456,063
Dividends paid (534,084) (241,187)
Deferral of organization costs - (99,181)
----------- ------------
Cash flows provided by financing activities 14,093 115,695
----------- ------------
Net increase in cash and cash equivalents 842,816 60,791
Cash and cash equivalents, beginning of period 60,791 -
----------- ------------
Cash and cash equivalents, end of period $ 903,607 $ 60,791
=========== ============
</TABLE>
18. FAIR VALUE OF FINANCIAL INSTRUMENTS
SFAS No. 107, "Disclosures about Fair Value of Financial Instruments", requires
the disclosure of estimated fair values for financial instruments. Quoted market
prices, if available, are utilized as an estimate of the fair value of financial
instruments. Because no quoted market prices exist for a significant part of the
Company's financial instruments, the fair value of such instruments has been
derived based on management's assumptions with respect to future economic
conditions, the amount and timing of future cash flows and estimated discount
rates. Different assumptions could significantly affect these estimates.
Accordingly, the net realizable value could be materially different from the
estimates presented below. In addition, the estimates are only indicative of
individual financial instruments' values and should not be considered an
indication of the fair value of the Company taken as a whole. The following
methods and assumptions were used to estimate the fair value of each class of
financial instrument:
CASH AND DUE FROM BANKS
Cash and due from banks are equal to the fair value due to the liquid nature of
the financial instruments.
SECURITIES
Fair values of securities are based on quoted market prices. If a quoted market
price is not available, fair value is estimated using quoted market prices for
similar securities.
LOANS RECEIVABLE
Fair values have been estimated by type of loan: residential real estate loans,
consumer loans, and commercial and other loans. For variable-rate loans that
reprice frequently and with no significant credit risk, fair values are based on
carrying values. The fair values of fixed rate loans are estimated by
discounting the future cash flows using the current rates at which loans with
similar terms would be made to borrowers with similar credit ratings and for the
same remaining maturities. The Company has assigned no fair value to off-balance
sheet financial instruments since they are either short term in nature or
subject to immediate repricing.
FHLB STOCK AND OTHER EQUITY SECURITIES
The carrying amount of FHLB stock and other equity securities approximates fair
value.
DEPOSITS
The fair value of demand deposits, savings accounts and money market deposits is
the amount payable on demand at year end. Fair value of certificates of deposit
is estimated by discounting the future cash flows using the current rate offered
for similar deposits with the same maturities.
36
<PAGE>
18. FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)
ACCRUED INTEREST RECEIVABLE AND PAYABLE
The carrying amount of accrued interest approximates market.
The following table presents information for financial assets and liabilities as
of December 31, 1998 and 1997 (in thousands):
<TABLE>
<CAPTION>
1998 1997
CARRYING ESTIMATED CARRYING ESTIMATED
VALUE FAIR VALUE VALUE FAIR VALUE
---------- ---------- ---------- -----------
<S> <C> <C> <C> <C>
Financial assets:
Cash and cash equivalents $ 8,615 $ 8,615 $ 8,556 $ 8,556
Securities available for sale 43,070 43,070 34,051 34,051
Residential real estate loans 88,857 88,566 76,582 76,312
Consumer loans 23,364 23,377 23,827 23,881
Commercial and other loans 43,359 43,122 39,540 39,201
FHLB stock and other equity securities 622 622 1,031 1,031
Accrued interest receivable 2,469 2,469 2,007 2,007
-------- -------- -------- --------
Total financial assets $210,356 $209,841 $185,594 $185,039
======== ======== ======== ========
1998 1997
CARRYING ESTIMATED CARRYING ESTIMATED
VALUE FAIR VALUE VALUE FAIR VALUE
---------- ---------- ---------- -----------
Financial liabilities:
Federal Home Loan Bank of Atlanta advances $ 3,770 $ 3,770 $ 3,000 $ 3,000
Deposits:
Certificates of deposit 122,806 123,566 110,843 111,482
Other 65,619 65,619 57,145 57,145
Accrued interest payable 2,145 2,145 1,914 1,914
-------- -------- -------- --------
Total financial liabilities $194,340 $195,100 $ 172,902 $ 173,541
======== ======== ========= ===========
</TABLE>
19. CASH FLOW SUPPLEMENTAL DISCLOSURES
The following information is supplemental information regarding the cash flows
for the years ended December 31, 1998, 1997 and 1996:
<TABLE>
<CAPTION>
1998 1997 1996
<S> <C> <C> <C>
Cash paid for:
Interest on deposits and borrowed funds $7,925,986 $6,628,589 $5,506,488
Income taxes 1,200,450 1,057,975 886,264
Summary of noncash investing and financing activities:
Transfer from loans to foreclosed assets 1,153,877 120,348 450,025
Loans to facilitate the sale of foreclosed assets 781,700 - -
</TABLE>
37
<PAGE>
INVESTOR INFORMATION
Four Oaks Fincorp's Common Stock is currently traded through the market makers
listed below:
<TABLE>
<CAPTION>
<S> <C> <C>
Morgan, Keegan & Company, Inc. Legg Mason Wood Walker, Inc. J.C. Bradford
4300 Six Forks Road 3201 Glenwood Avenue Five Concourse Parkway
Suite 400 P.O. Box 31048 Suite 2750
Raleigh, NC 27609 Raleigh, NC 27622-1048 Atlanta, GA 30328-5350
Phone: 800-688-2137 Phone: 800-752-7834 Phone: 800-607-5688
919-781-8187 919-783-0040 770-901-5421
Attention: Harold Lee Snipes, Jr Attention: J. David Stubbs Attention: Leonard Seawell
Senior Vice President Assoc. Vice President
</TABLE>
Trades involving the stock are negotiated on a best efforts basis. As of
December 31, 1998, the approximate number of holders of record of the Common
Stock of the Company was 1,000. The Company has no other class of equity
securities.
State banking laws require that surplus of at least 50% of paid-in capital stock
be maintained in order for the Bank to declare a dividend to the Company. Cash
dividends paid by the Company in 1998 and 1997 were $0.41 and $0.37 per share.
CORPORATE INFORMATION
Annual Meeting
The Annual Meeting of Shareholders of Four Oaks Fincorp, Inc. will be held at
6144 US 301 South, Four Oaks, North Carolina on April 26, 1999 at 8:00 PM. We
encourage all shareholders to attend.
Transfer Agent
Shareholders desiring to transfer shares or who have questions regarding their
stock certificates should contact the Company's transfer agent:
BB&T
Corporate Trust Services
223 West Nash Street
Wilson, NC 27894
(252) 246-4968
1-800-213-4314
Additional Information
For additional information, contact
Wanda J. Blow, Vice President,
Corporate Secretary
at 919-963-2177.
Wanda J. Blow, Vice President,
Corporate Secretary
This statement has not been reviewed or confirmed for accuracy or relevance by
the Securities and Exchange Commission or the Federal Deposit Insurance
Corporation.
43
EXHIBIT 21 TO FORM 10-KSB
Subsidiaries of the Registrant
Name State of Incorporation
Four Oaks Bank & Trust Company North Carolina
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statements of
Four Oaks Fincorp, Inc. on Form S-8 (File No. 333-30677) and Form S-3 (File No.
333-33527) of our report dated February 12, 1999 on our audits of the
consolidated financial statements of Four Oaks Fincorp, Inc. as of December 31,
1998 and 1997, and for each of the three years in the period ended December 31,
1998, which report is included in this Annual Report on Form 10-KSB.
/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
Raleigh, North Carolina
March 29, 1999
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<CASH> 7,950
<INT-BEARING-DEPOSITS> 670
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 43,692
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 155,383
<ALLOWANCE> 1,945
<TOTAL-ASSETS> 214,376
<DEPOSITS> 188,425
<SHORT-TERM> 770
<LIABILITIES-OTHER> 2,638
<LONG-TERM> 3,000
0
0
<COMMON> 1,349
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<TOTAL-LIABILITIES-AND-EQUITY> 214,376
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<INTEREST-INCOME-NET> 9,339
<LOAN-LOSSES> 993
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<ALLOWANCE-UNALLOCATED> 1,945
</TABLE>
