<PAGE> 1
As filed with the Securities and Exchange Commission on April 15, 1999
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 14, 1999
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FIRST CHARTER CORPORATION
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(Exact name of registrant as specified in its charter)
North Carolina 0-15829 56-1355866
- --------------- ------------ -------------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
22 Union Street, North, Concord, North Carolina 28026-0228
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(Addresses, including zip codes, of principal executive offices)
(704) 786-3300
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(Registrant's telephone number, including area code)
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ITEM 5 OTHER EVENTS.
On April 14, 1999, First Charter Corporation (the "Registrant")
announced financial results for the three month period ended March 31, 1999. A
copy of the press release is included as Exhibit 99.1 to this Current Report on
Form 8-K.
ITEM 7 FINANCIAL STATEMENTS AND EXHIBITS
(c) The following exhibits are filed herewith:
Exhibit No. Description
- ----------- -----------
99.1 News release disseminated on April 14, 1999 by First Charter
Corporation
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FIRST CHARTER CORPORATION
By: /s/ Lawrence M. Kimbrough
-------------------------------------
Lawrence M. Kimbrough
President and Chief Executive Officer
Dated: April 15, 1999
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EXHIBIT INDEX
Exhibit No. Description Sequential Page
- ----------- ----------- No.
---------------
99.1 News Release disseminated on April 14, 1999
by First Charter Corporation.
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First Charter Corporation Logo
For Additional Information,
Contact Robert O. Bratton,
Chief Financial Officer
(704) 721-4473
or
David E. Keul, Controller
(704) 721-4482
FOR IMMEDIATE RELEASE
April 14, 1999
FIRST CHARTER CORPORATION ANNOUNCES
FIRST QUARTER EARNINGS
Concord, North Carolina -- First Charter Corporation (NASDAQ: FCTR) reported
today that first quarter 1999 earnings totaled $6.2 million, or $0.33 per
diluted share. These results are on par with first quarter 1998 earnings of
$6.2 million or $0.33 per diluted share, and represent a 5.0% increase over the
$5.9 million earned in the quarter ended December 31, 1998. Excluding
securities gains, core operating income in the first quarter of 1999 was $5.9
million, or 7.4% higher than the first quarter of 1998 ($5.5 million). Total
assets at March 31, 1999 amounted to $1.9 billion, up 7.8% from March 31, 1998.
Net Interest Income during the quarter ended March 31, 1999 increased 5.6% to
$17.2 million, compared to the same quarter of 1998. Gross Loans grew 9.6% over
the same quarter in 1998, and increased 3.7% since December 31, 1998, for an
annualized growth rate of 14.8%. Furthermore, since March 31, 1998,
non-performing assets have declined 27.1% to $8.2 million, representing 0.44%
of total assets at March 31, 1999, compared to 0.64% at March 31, 1998 and
0.53% at December 31, 1998.
Non-interest income increased 28.3% to $3.4 million in the first quarter of
1999 compared to the same period in 1998. The majority of the growth
represented revenue from First Charter Insurance Services ("FCIS"), with the
company successfully completing the acquisition of a fourth insurance agency in
the first quarter.
Non-interest expense for the quarter totaled $10.9 million, an increase of
10.4% over first quarter 1998. The increase was a result of strategic
investments in people and technology.
<PAGE> 2
"We are pleased with first quarter results," noted Lawrence M. Kimbrough,
President and Chief Executive Officer. "The strong growth in net interest
income and in noninterest income are further indications of our success in
creating a comprehensive financial services company that provides a full range
of banking, investment and insurance solutions for our customers."
ADDITIONAL FINANCIAL DETAILS
Total deposits were $1.1 billion, 4.8% higher than the same quarter in 1998.
Total shareholders' equity was $248.8 million at March 31, 1999, which
represents a book value per share of $13.41, and an equity-to-assets ratio of
13.15%. Based on the $19.00 closing price of First Charter Corporation common
stock at March 31, 1999, the Corporation had a market capitalization of $352.6
million.
Other Significant Accomplishments
- -- Home Federal customers were introduced to the full line of financial
services available from First Charter; and, their account records were
converted to the First Charter data processing system with negligible
customer disruption.
- -- A new brand advertising campaign was launched with ads placed on TV,
radio and in print. The campaign is designed to increase awareness of the
First Charter brand and introduce our new "Expect More From Us" theme.
- -- The Corporation completed the sale of 429,708 shares of First Charter
common stock held by the Home Federal Savings and Loan Association ("Home
Federal") Employee Stock Ownership Plan ("ESOP"). The Robinson Humphrey
Company, LLC managed the underwritten offering.
Investing for the Future
First Charter is investing heavily in the former Home Federal franchise,
broadening the line of products and services available to those customers and
serving more of their financial needs. Several new Commercial Relationship
Officers have been hired to establish a more significant presence for First
Charter in the dynamic Charlotte business market.
COMPANY PROFILE
First Charter is a regional bank with assets of $1.9 billion. The Corporation
operates 33 branch offices and 65 ATMs located throughout Cabarrus, Cleveland,
Mecklenburg, Rowan, Rutherford and Union counties of North Carolina. In
December 1998, ground was broken for the First Charter Center, a $35 million
customer support and technology facility in the University Research Park, which
the bank will occupy in the summer of 2000. First Charter provides businesses
and individuals with a broad range of financial services, including banking,
comprehensive financial planning, funds management, investments, insurance,
mortgages and a full array of employee benefit programs.
In March 1999, the Corporation completed the integration of Home Federal,
acquired by First Charter in the September 1998 merger with HFNC Financial
Corp. ("HFNC"), into First Charter National Bank. The HFNC acquisition was
accounted for as a pooling of
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interests; accordingly, all prior periods' financial data have been restated to
combine the operations of both companies.
Common stock for First Charter Corporation is traded under the symbol "FCTR" on
the NASDAQ National Market.
This news release contains forward-looking statements. Such statements are
subject to certain factors which may cause the company's results to vary from
those expected, including the risks set forth from time to time in the
company's filings with the Securities and Exchange Commission. Readers are
cautioned not to place undue reliance on these forward-looking statements,
which reflect management's judgment only as of the date hereof. The company
undertakes no obligation to publicly revise these forward-looking statements to
reflect events and circumstances that arise after the date hereof.
(SELECTED FINANCIAL INFORMATION IS ATTACHED)
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FINANCIAL HIGHLIGHTS
First Charter Corporation and Subsidiaries
(Unaudited except for December 1998 amounts)
<TABLE>
<CAPTION>
Consolidated Balance Sheets
(Dollars in thousands) March 31, March 31, December 31,
ASSETS: 1999 1998 Change 1998 Change
------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Cash and due from banks $ 47,514 $ 38,407 23.7% $ 41,884 13.4%
Federal funds sold -- 12,168 (100.0) 6,402 (100.0)
Interest bearing bank deposits 2,211 9,976 (77.8) 11,713 (81.1)
Securities available for sale 322,695 313,164 3.0 331,799 (2.7)
Loans, net 1,459,090 1,330,882 9.6 1,406,967 3.7
Other assets 60,438 50,924 18.7 65,592 (7.9)
---------- ---------- ----------
Total assets $1,891,948 $1,755,521 7.8 $1,864,357 1.5
========== ========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY:
Total deposits $1,119,622 $1,067,888 4.8 $1,123,035 (0.3%)
Other borrowings 496,762 421,817 17.8 469,944 5.7
Other liabilities 26,809 15,723 70.5 25,406 5.5
---------- ---------- ----------
Total liabilities 1,643,193 1,505,428 9.2 1,618,385 1.5
Total shareholders' equity 248,755 250,093 (0.5) 245,972 1.1
---------- ---------- ----------
Total liabilities and shareholders' equity $1,891,948 $1,755,521 7.8 $1,864,357 1.5
=====================================================================================================================
</TABLE>
<TABLE>
<CAPTION>
Consolidated Statements of Income Three Months Ended March 31,
-------------------------------
(Dollars in thousands) 1999 1998 Change
-------------------------------
<S> <C> <C> <C>
Interest and fees on loans $29,795 $28,164 5.8%
Interest on securities 4,733 4,687 1.0
Other interest income 239 247 (3.2)
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Total interest income 34,767 33,098 5.0
Interest on deposits 11,289 11,411 (1.1)
Other interest expense 6,248 5,369 16.4
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Total interest expense 17,537 16,780 4.5
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Net interest income 17,230 16,318 5.6
Provision for loan losses 975 662 47.3
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Net interest income after provision 16,255 15,656 3.8
Noninterest income 3,437 2,679 28.3
Securities transactions 344 987 (65.1)
Noninterest expense 10,900 9,877 10.4
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Income before income taxes 9,136 9,445 (3.3)
Income taxes 2,963 3,275 (9.5)
------- -------
Net income $ 6,173 $ 6,170 0.0
====================================================================
Net interest income, taxable equivalent $18,003 $16,946 6.2
================================================================================
</TABLE>
<TABLE>
<CAPTION>
Share Information Three Months Ended March 31,
-------------------------------------------
1999 1998 Change
-------------------------------------------
<S> <C> <C> <C>
Basic income per share:
Net Income $ 0.33 $ 0.34 (2.9%)
Average common equivalent shares 18,488,751 18,270,055 1.2
Diluted income per share:
Net Income $ 0.33 $ 0.33 0.0
Average common equivalent shares 18,532,657 18,690,210 (0.8)
Shares outstanding at period end 18,556,335 19,128,270 (3.0)
Cash dividends declared $ 0.17 $ 0.14 21.4
Book value $ 13.41 $ 13.07 2.6
</TABLE>
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First Charter Corporation and Subsidiaries
(Unaudited except for December 1998 amounts)
<TABLE>
<CAPTION>
Allowance for Loan Losses Three Months Ended March 31,
-----------------------------------
(Dollars in thousands) December 31, Change
1999 1998 Change 1998 (Annualized)
---------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Beginning balance (January 1) $ 15,554 15,263 1.9% $ 15,263 1.9%
Provision charged to operations 975 662 47.3 2,376 66.4
Charge-offs (316) (931) (66.1) (2,737) (53.2)
Recoveries 181 179 1.1 652 12.6
-------- -------- --------
Net loan charge-offs (135) (752) (82.0) (2,085) (73.7)
-------- -------- --------
Ending balance $ 16,394 $ 15,173 8.0 $ 15,554 5.4
======== ======== ========
</TABLE>
<TABLE>
<CAPTION>
Nonperforming Assets Three Months Ended March 31,
--------------------------------------
(Dollars in thousands) 1999 1998 Change
--------------------------------------
<S> <C> <C> <C>
Nonaccrual loans $ 5,456 $ 5,963 (8.5%)
Renegotiated loans 543 585 (7.2)
Other real estate 2,246 4,766 (52.9)
---------- ----------
Total non-performing assets $ 8,245 $ 11,314 (27.1)
========== ==========
Selected Average Balances Three Months Ended March 31,
--------------------------------------
(Dollars in thousands) 1999 1998 Change
--------------------------------------
Loans $1,439,739 $1,296,685 11.0%
Securities 325,615 298,969 8.9
Total interest earning assets 1,780,508 1,611,161 10.5
Assets 1,887,789 1,697,503 11.2
Deposits 1,109,657 966,301 14.8
Total interest bearing liabilities 1,490,748 1,347,011 10.7
Shareholders' equity 242,652 245,860 (1.3)
</TABLE>
<TABLE>
<CAPTION>
Selected Yield/Cost Rates (annualized) Three Months Ended March 31,
-----------------------------------------
1999 1998 Change
-----------------------------------------
<S> <C> <C> <C>
Yield on loans (FTE) 8.43% 8.82% (39)BP
Yield on securities (FTE) 6.68 7.15 (47)
Yield on interest bearing assets (FTE) 8.10 8.49 (39)
Cost of deposits 4.13 4.79 (66)
Cost of interest bearing liabilities 4.77 5.05 (28)
Interest rate spread 3.33 3.44 (11)
Net interest margin* 4.10 4.27 (17)
Significant Financial/Operating Ratios Three Months Ended March 31,
-----------------------------------------
1999 1998 Change
-----------------------------------------
Return on average assets (annualized) 1.33% 1.47% (14)BP
Return on average equity (annualized) 10.32 10.18 14
Efficiency ratio** 50.91 50.02 89
Allowance for loan losses to gross loans 1.11 1.13 (2)
Nonperforming assets to assets 0.44 0.64 (20)
Reserves to nonperforming loans 273.28 231.72 4,156
Interest bearing liabilities to earning assets 89.78 88.60 118
Equity to assets (at period end) 13.15 14.25 (110)
Gross loans to deposits 131.80 126.07 573
Earning assets to total assets 95.16 95.78 (62)
===================================================================================================
</TABLE>
BP -- Change is measured in basis points
FTE -- Fully taxable equivalent
* Net interest income, on a fully-taxable equivalent basis, as a
percentage of average earning assets.
** Noninterest expense less foreclosed property expense divided by the
sum of taxable equivalent net interest income plus noninterest income
adjusted for non-recurring income.
