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For the quarterly period ended September 30, 2000 Commission file number: 000-25145 LAMAR CAPITAL CORPORATION (Exact name of registrant as specified in its charter) Mississippi 64-0733976 (State or other jurisdiction of (I.R.S. Employer incorporation of organization) Identification Number) Registrant's telephone number, including area code: 601-794-6047 NOT APPLICABLE (name, address and fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No _____ Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. Class Outstanding as of November 10, 2000 Common stock ($.50 par value) 4,307,207 shares
PAGE PART I. FINANCIAL INFORMATION ITEM 1. Financial Statements and Supplementary Data Consolidated Balance Sheets - September 30, 2000 (Unaudited) and December 31, 1999 4 Consolidated Statements of Income and Comprehensive Income (Unaudited) - Three Months Ended September 30, 2000 and 1999 and Nine Months Ended September 30, 2000 and 1999 6 Consolidated Statements of Changes in Stockholders' Equity Nine Months Ended September 30, 2000 (Unaudited) and year ended December 31,1999 7 Consolidated Statements of Cash Flows (Unaudited) - Nine Months Ended September 30, 2000 and 1999 8 Notes to Consolidated Financial Statements (Unaudited) 9 ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 ITEM 3. Quantitative and Qualitative Disclosures about Market Risk 14 PART II. OTHER INFORMATION ITEM 1. Legal Proceedings 16 ITEM 6. Exhibits and Reports on Form 8-K 17 SIGNATURES 18
In addition to historical information, this report contains statements which constitute forward-looking statementsand information which are based on management's beliefs, plans, expectations and assumptions and on information currently available to management. The words "may," "should," "expect," "anticipate," "intend," "plan," "continue," "believe," "seek," "estimate," and similar expressions used in this report that do not relate to historical facts are intended to identify forward-looking statements. These statements appear in a number of places in this report, including, but not limited to,statements found in Item 2 "Management's Discussion and Analysis." All phases of the Company's operations are subject to a number of risks and uncertainties. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projects in the forward-looking statements. Among the factors that could cause actual results to differ materially are the risks and uncertainties discussed in this report, including, without limitation, the portions referenced above, and the uncertainties set forth from time to time in the Company's other public reports and filings and public statements, many of which are beyond the control of the Company, and any of which, or a combination of which, could materially affect the results of the Company's operations and whether forward-looking statements made by the Company ultimately prove to be accurate.
ITEM 1. FINANCIAL STATEMENTS LAMAR CAPITAL CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT SHARE AMOUNTS) SEPTEMBER 30, DECEMBER 31, 2000 1999 ----------- -------------- (UNAUDITED) ASSETS Cash and due from banks $ 13,999 $14,195 Federal funds sold 6,890 17,680 ---------- ---------- Cash and cash equivalents 20,889 31,875 Securities available for sale (amortized cost - $100,250 in 2000 and $98,438 in 1999) 95,445 91,848 Securities held to maturity (fair value - $43,926 in 2000 and $32,861 in 1999) 44,572 34,211 Loans: Real Estate: Residential 73,046 73,121 Construction 6,619 10,743 Commercial 36,334 34,559 Consumer 59,564 69,542 Commercial 52,740 49,554 ---------- ---------- 228,303 237,519 Unearned income (1,448) (2,116) Allowance for loan losses (4,458) (4,270) ---------- ---------- Net loans 222,397 231,133 Accrued interest receivable 3,488 3,901 Premises and equipment 11,303 10,450 Federal Home Loan Bank stock 3,830 3,596 Other assets 5,393 5,736 ---------- ---------- Total assets $ 407,317 $ 412,750 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES Deposits: Non-interest bearing $ 32,339 $ 33,637 Interest bearing: Demand 81,892 84,875 Savings 10,003 9,448 Time deposits less than $100,000 126,923 126,123 Time deposits more than $100,000 48,945 54,381 ---------- ---------- Total deposits 300,102 308,464 Interest payable 1,155 947 Other liabilities 866 1,437 Other borrowed funds 70,000 70,000 ---------- ---------- Total liabilities 372,123 380,848 STOCKHOLDERS' EQUITY Common stock, $ .50 par value, 50,000,000 2,158 2,158 shares authorized, 4,314,707 shares issued and outstanding at September 30, 2000 and 4,315,707 shares issued and outstanding at December 31, 1999 Treasury stock, 1,000 shares and none at September (8) -- 30, 2000 and December 31, 2000, respectively Paid-in capital 17,513 17,513 Retained earnings 18,543 16,364 Accumulated other comprehensive loss (3,012) (4,133) ---------- ---------- Total stockholders' equity 35,194 31,902 ---------- ---------- Total liabilities and stockholders' equity $ 407,317 $ 412,750 ========== ========== See accompanying notes.
LAMAR CAPITAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED) THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, 2000 1999 2000 1999 ---- ---- ---- ---- Interest income: Loans, including fees $ 5,684 $ 5,622 $ 17,007 $ 16,118 Federal funds sold 106 118 331 314 Interest on securities: Taxable 1,778 1,590 5,354 4,478 Non-taxable 422 443 1,282 1,309 -------- -------- -------- -------- 2,200 2,033 6,636 5,787 -------- -------- -------- -------- Total interest income 7,990 7,773 23,974 22,219 Interest expense: Deposits 3,751 3,503 10,928 10,294 Other borrowed funds 894 825 2,668 2,087 -------- -------- -------- -------- Total interest expense 4,645 4,328 13,596 12,381 -------- -------- -------- -------- Net interest income 3,345 3,445 10,378 9,838 Provision for loan losses 431 415 1,098 804 Net interest income after -------- ------- -------- -------- provision for loan losses 2,914 3,030 9,280 9,034 Other income: Service charges on deposit accounts 593 577 1,714 1,533 Gain on sale of securities available for sale -- -- -- 6 Other fees and operating income 423 364 1,053 1,087 -------- -------- -------- -------- Total other income 1,016 941 2,767 2,626 Other expense: Salaries and employee benefits 1,516 1,446 4,450 4,090 Occupancy expense 216 188 663 534 Furniture and equipment expense 314 306 880 836 Other operating expense 783 692 2,276 1,934 -------- -------- -------- -------- Total other expense 2,829 2,632 8,269 7,394 -------- -------- -------- -------- Income before income taxes 1,101 1,339 3,778 4,266 Income tax expense 244 355 951 1,130 -------- -------- -------- -------- Net income 857 984 2,827 3,136 Other comprehensive income (loss), net of income taxes: Change in unrealized gain (loss) on securities available for sale 657 (677) 1,121 (2,964) Reclassification of realized amount -- -- -- (4) -------- -------- -------- -------- Net unrealized gain (loss) recognized in comprehensive income 657 (677) 1,121 (2,968) -------- -------- -------- -------- Comprehensive income $ 1,514 $ 307 $ 3,948 $ 168 ======== ======== ======== ======== Earnings per share - basic and dilutive $ .20 $ .23 $ .66 $ .73 ======== ======== ======== ======== Weighted average shares outstanding - basic and dilutive 4,315 4,316 4,316 4,308 ======== ======== ======== ======== See accompanying notes
LAMAR CAPITAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE AMOUNTS) ACCUMULATED OTHER TOTAL COMMON STOCK PAID-IN RETAINED COMPREHENSIVE TREASURY STOCK STOCKHOLDERS' SHARES AMOUNT CAPITAL EARNINGS INCOME (LOSS) SHARES AMOUNT EQUITY ---------------- ------- -------- ------------- -------------------- ------------- Balance at December 31, 1998 4,130,707 $2,065 $15,885 $12,970 $411 -- $ -- $31,331 Net income for 1999 4,171 4,171 Dividend ($.18 per share) (777) (777) Sale of common stock 185,000 93 1,628 1,721 Change in unrealized gain (loss), net of income taxes, on securities available for sale (4,544) (4,544) --------- ----- ------ ------ ------- ------- ------ ------- Balance at December 31, 1999 4,315,707 2,158 17,513 16,364 (4,133) -- -- 31,902 Net income for nine months ended September 30, 2000 2,827 2,827 Dividend ($.15 per share) (648) (648) Purchases of treasury stock (1,000) 1,000 (8) (8) Change in unrealized gain (loss), net of income taxes, on securities available for sale 1,121 1,121 Balance at September 30, 2000 --------- ------- ------- ------- -------- ----- ----- --------- (Unaudited) 4,314,707 $2,158 $17,513 $18,543 $(3,012) 1,000 $(8) $ 35,194 ========= ======= ======= ======= ======== ===== ===== ========= See accompanying notes.
LAMAR CAPITAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS) (UNAUDITED) NINE MONTHS ENDED SEPTEMBER 30, ------------------ 2000 1999 ------ ------- Operating activities Net income $ 2,827 $ 3,136 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses 1,098 804 Provision for losses on other real estate 32 16 Depreciation and amortization expense 722 690 Amortization of securities premiums 117 160 Accretion of securities discounts (301) (36) Gain on sale of securities available for sale - (6) Loss of sales of other real estate 14 6 (Increase) decrease in interest receivable 413 (446) Increase in interest payable 208 217 (Increase) decrease in other assets (89) (182) Increase (decrease) in other liabilities (571) 314 -------- ------- Net cash provided by operating activities 4,470 4,673 Investing activities Securities held to maturity: Proceeds from calls, maturities, and principal reductions 5,083 1,300 Purchase of securities (16,062) (2,465) Securities available for sale: Proceeds from calls, maturities, and principal reductions 13,338 3,325 Proceeds from sales of securities 1,500 10,498 Purchases of securities (15,848) (56,896) Purchase of Federal Home Loan Bank stock (234) (2,712) Net (increase) decrease in loans 6,620 (31,915) Proceeds from sales of other real estate 740 312 Purchases of premises and equipment (1,575) (1,614) ----------- ----------- Net cash used in investing activities (6,438) (80,167) Financing activities Net increase (decrease) in deposits (8,362) 19,405 Borrowings from banks - 70,000 Payments on notes payable to banks - (15,000) Purchases of treasury stock (8) - Proceeds from sale of common stock - 1,721 Dividends paid (648) (469) ----------- ----------- Net cash provided by (used in) financing activities (9,018) 75,657 ----------- ----------- Net increase (decrease) in cash and cash equivalents (10,986) 163 Cash and cash equivalents at beginning of period 31,875 26,438 ----------- ----------- Cash and cash equivalents at end of period $ 20,889 $26,601 ----------- ----------- See accompanying notes.
The consolidated balance sheet at December 31, 1999 and consolidated statement of stockholders' equity for the year ended December 31, 1999 have been derived from the audited financial statements at that date. The accompanying unaudited consolidated financial statements include the accounts of Lamar Capital Corporation and subsidiaries. Intercompany profits, transactions and balances have been eliminated in consolidation. The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for interim periods are not necessarily indicative of the results that may be expected for the entire year. For further information, refer to the consolidated financial statements and notes thereto of Lamar Capital Corporation's 1999 Annual Report to Shareholders.
SECURITIES PORTFOLIOSIn accordance with FAS No. 115 "Accounting for Certain Investment in Debt and Equity Securities", as of September 30, 2000 the securities in the "Available for Sale" category included $4.8 million in unrealized losses. Accordingly, total securities and total stockholders' equity were decreased by $4.8 million and $3.0 million (net of taxes), respectively, at September 30, 2000 to reflect the adjustment of the securities portfolio to market.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIALFor the nine month period ended September 30, 2000, the Company's net income was $2,827,000 compared to $3,136,000 for the same period in 1999. Basic and diluted earnings per share was $0.66 in 2000 as compared to $.73 in 1999. The decrease in net income resulted primarily from an increase in the provision for loan losses and non-interest expenses offset by a slight increase in net interest income.
Total assets decreased $5.4 million from December 31, 1999 to $407.3 million at September 30, 2000. There was a decrease of $11.0 million in cash and cash equivalents and a decrease in net loans of $8.7 million that was offset by a $4.2 million increase in investment securities.
For quarter ended September 30, 2000, the Company's net income was $857,000 as compared to $984,000 for the same quarter in 1999. Basic and diluted earnings per share was $.020 in 2000 as compared to $0.23 for the same quarter in 1999. This decrease is primarily due to increases in non-interest expenses and a decline in net interest income.
RESULTS OF OPERATIONSNet interest income is income produced by interest earning assets reduced by the interest expense associated with the funding of those assets. Changes in the mix of these interest-earning assets and interest-bearing liabilities and their yields and rates contribute to the levels of net interest income realized and have an impact on earnings.
During the nine month period ended September 30, 2000, net interest income increased 2.7% over the comparable period in 1999. The increase in 2000 is attributable to an increase in the Company's average interest-earning assets of 6.1%, primarily in the loan and investment securities portfolios. Interest-bearing liabilities increased 7.3% for the same periods primarily from increases in other borrowed funds and time deposits.
The Company's net interest margin was 3.65% for the nine month period ended September 30, 2000 compared to 3.67% for the same period in 1999. The decrease in net interest margin resulted from slightly larger increases in the Company's average interest-bearing liabilities over its interest-earning assets. An increase in yield on interest-earning assets of .14% was offset by an increase in the cost of interest-bearing liabilities of .12%. The net interest margin may be affected by the interest rate environment and changes in the earning asset mix and deposit fund mix.
During the quarter ended September 30, 2000, net interest income decreased 3.8% over the comparable period in 1999. The decrease in 2000 is attributable primarily to an increase in the Company's cost of average interest-bearing liabilities. The Company's average interest-earning assets increased by 1.3%, primarily in the investment securities portfolios. Interest-bearing liabilities increased 1.3% for the same periods, primarily from increases in other borrowed funds and time deposits.
The Company's net interest margin was 3.56% for the quarter ended September 30, 2000 compared to 3.71% for the same period in 1999. The decrease in net interest margin resulted from an increase in the cost of interest-bearing liabilities of . 32% partially offset by an increase in yield on interest-earning assets of .12%.
ALLOWANCE AND PROVISION FOR LOAN LOSSESThe allowance for loan losses is regularly evaluated by management and approved by the Board of Directors and is maintained at a level believed to be adequate to absorb future loan losses in the Company's portfolio. The provision for loan losses is determined in part using an internal watch list developed by a review of essentially all loans by management.
The Company's allowance for loan losses increased $188,000 to $4.5 million at September 30, 2000 from $4.3 million at December 31, 1999. The Company's allowance for loan losses to total loans increased from 1.8% at December 31, 1999 to 2.0% at September 30, 2000.
NON-INTEREST INCOMEFor the nine month period ended September 30, 2000, non-interest income was $2.8 million compared to $2.6 million for the same period in 1999, an increase of 5.4%. This increase was primarily due to increases in service charges on deposit accounts.
For the quarter ended September 30, 2000, non-interest income was $1.0 million compared to $941,000 for the same period in 1999, an increase of 8.0%. This increase was primarily due to the increases in service charges on deposit accounts.
NON-INTEREST EXPENSEFor the nine month period ended September 30, 2000, non-interest expense was $8.3 million compared to $7.4 million for the same period in 1999, a 11.8% increase. This increase is primarily attributable to the staffing and operations of two new banking branches. Non-interest expense levels are often measured using an effeciency ratio. The effeciency ratio measures the level of expense required to generate one dollar of revenue. At September 30, 2000, the Company's efficiency ratio was 62.90% as compared to 59.32% at September 30, 1999.
For the quarter ended September 30, 2000, non-interest expense was $2.8 million compared to $2.6 million for the same quarter in 1999, a 7.5% increase. The increase in non-interest expenses for the quarter ended September 30, 2000 compared to quarter ended September 30, 1999 is primarily attributable to the staffing and operations of two new banking branches. For the quarter ended September 30, 2000, the Company's efficiency ratio was 64.87% as compared to 60.00% for the same quarter in 1999.
FINANCIAL CONDITIONThe Company maintains sufficient liquidity to fund loan demand, deposit withdrawals and debt repayments. Liquidity is managed by retaining sufficient liquid assets in the form of cash and cash equivalents and core deposits to meet such demand. The Company also realizes funding and cash flows from the investment securities portfolio and pay downs from the loan portfolio. In addition, the Company has funds available to address liquidity needs under a line of credit, federal funds lines, the retail deposit market, and additional FHLB borrowings.
The Company's objectives include preserving an adequate liquidity position. Asset/liability management is designed to ensure safety and soundness, maintain liquidity and regulatory capital standards, and achieve an acceptable net interest margin. The Company continues to experience strong loan demand and management continues to monitor interest rate and liquidity risks while implementing appropriate funding and balance sheet strategies.
CAPITALThe Company maintains risk-based capital levels well in excess of the minimum guidelines adopted by the Federal Reserve Board for bank holding companies. The Company's tier 1 capital and total risk-based capital ratios at September 30, 2000 were 15.55% and 16.81%, respectively. This compares to a tier 1 capital ratio of 14.65% and total risk-based capital ratio of 15.90% at December 31, 1999. The Company's leverage ratio was 9.18% at September 30, 2000 compared to 9.55% at December 31, 1999.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKAsset/liability management control is designed to ensure safety and soundness, maintain liquidity and regulatory capital standards, and achieve acceptable net interest income. Management considers interest rate risk to be the Company's most significant market risk. Interest rate risk is the exposure to adverse changes in the net interest income as a result of market fluctuations in interest rates.
Management regularly monitors interest rate risk in relation to prospective market and business conditions. The Company's Board of Directors sets policy guidelines establishing maximum limits on the Company's interest rate risk exposure. Management monitors and adjusts exposure to interest rate fluctuations as influenced by the Company's loan, investment and deposit portfolios.
The Company uses an earnings simulation model to analyze net interest income sensitivity. Potential changes in market interest rates and their subsequent effect on interest income are then evaluated. The model projects the effect of instantaneous movements in interest rates of 200 basis points. Assumptions based on the historical behavior of the Companys deposit rates and balances in relation to changes in interest rates are also incorporated into the model. These assumptions are inherently uncertain, and as a result, the model cannot precisely measure net interest income or precisely predict the impact of fluctuations in market interest rates on net interest income. Actual results will differ from the models simulated results due to timing, magnitude and frequency of interest rate changes, as well as changes in market conditions and the application of various management strategies.
Interest rate risk management focuses on maintaining acceptable net interest income within policy limits approved by the Board of Directors. The Company's Board of Directors monitors and manages interest rate risk to maintain an acceptable level of change to net interest income resulting from market interest rate changes. The Company's interest rate risk policy, as approved by the Board of Directors, is stated in terms of change in net interest income given a 200 basis point immediate and sustained increase or decrease in market interest rates. The current limits approved by the Board of Directors are plus or minus 10% of net interest income for a 200 basis point movement.
No changes from legal proceedings reported in Form 10-K from December 31, 1999.
Exhibit (27) Selected financial data.
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.
BY: /s/ Robert W. Roseberry ----------------------------------- ROBERT W. ROSEBERRY CHAIRMAN AND CHIEF EXECUTIVE OFFICER (PRINCIPAL EXECUTIVE OFFICER) DATE: NOVEMBER 13, 2000 BY: /s/ Donna T. Rutland ------------------------------------ DONNA T. RUTLAND CHIEF FINANCIAL OFFICER (PRINCIPAL FINANCIAL OFFICER AND PRINCIPAL ACCOUNTING OFFICER) DATE: NOVEMBER 13, 2000
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