| Page | ||||
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
1 | |||
FINANCIAL STATEMENTS |
||||
Consolidated balance sheets |
2 | |||
Consolidated statements of income |
3 | |||
Consolidated statements of comprehensive income |
4 | |||
Consolidated statements of stockholders’ equity |
5 | |||
Consolidated statements of cash flows |
6 | |||
Notes to consolidated financial statements |
7-33 | |||
| 2006 | 2005 | |||||||
Assets |
||||||||
Cash and due from banks |
$ | 5,718,668 | $ | 5,068,295 | ||||
Interest-bearing deposits in banks |
85,515 | 66,786 | ||||||
Federal funds sold |
— | 6,243,000 | ||||||
Securities available for sale |
133,923,121 | 74,109,900 | ||||||
Restricted equity securities, at cost |
1,727,100 | 889,300 | ||||||
Loans |
941,579,864 | 651,778,460 | ||||||
Less allowance for loan losses |
9,824,866 | 5,612,162 | ||||||
Loans, net |
931,754,998 | 646,166,298 | ||||||
Premises and equipment |
15,372,097 | 11,864,983 | ||||||
Bank owned life insurance |
20,686,796 | — | ||||||
Other assets |
15,553,029 | 8,666,516 | ||||||
Total assets |
$ | 1,124,821,324 | $ | 753,075,078 | ||||
Liabilities and Stockholders’ Equity |
||||||||
Liabilities: |
||||||||
Deposits: |
||||||||
Noninterest-bearing |
$ | 20,146,126 | $ | 13,046,167 | ||||
Interest-bearing |
908,640,657 | 661,397,590 | ||||||
Total deposits |
928,786,783 | 674,443,757 | ||||||
Federal funds purchased |
1,551,000 | — | ||||||
Other borrowings |
50,000,000 | — | ||||||
Subordinated long-term debentures |
52,022,000 | 6,186,000 | ||||||
Other liabilities |
12,089,477 | 6,326,137 | ||||||
Total liabilities |
1,044,449,260 | 686,955,894 | ||||||
Commitments and contingencies |
||||||||
Stockholders’ equity: |
||||||||
Common stock, no par value, 50,000,000 shares authorized;
14,764,538 and 14,361,542 shares issued, respectively |
60,723,092 | 56,991,897 | ||||||
Retained earnings |
20,280,356 | 10,143,755 | ||||||
Accumulated other comprehensive loss |
(631,384 | ) | (1,016,468 | ) | ||||
Total stockholders’ equity |
80,372,064 | 66,119,184 | ||||||
Total liabilities and stockholders’ equity |
$ | 1,124,821,324 | $ | 753,075,078 | ||||
2
| 2006 | 2005 | 2004 | ||||||||||
Interest income: |
||||||||||||
Loans, including fees |
$ | 74,371,120 | $ | 41,379,076 | $ | 20,830,692 | ||||||
Securities |
4,943,988 | 2,709,786 | 1,593,333 | |||||||||
Federal funds sold |
316,305 | 62,170 | 27,906 | |||||||||
Deposits in banks |
3,343 | 5,015 | 3,700 | |||||||||
Total interest income |
79,634,756 | 44,156,047 | 22,455,631 | |||||||||
Interest expense: |
||||||||||||
Deposits |
37,233,791 | 17,293,051 | 6,943,923 | |||||||||
Federal funds purchased and other borrowings |
3,900,660 | 1,391,202 | 627,188 | |||||||||
Total interest expense |
41,134,451 | 18,684,253 | 7,571,111 | |||||||||
Net interest income |
38,500,305 | 25,471,794 | 14,884,520 | |||||||||
Provision for loan losses |
4,323,396 | 3,566,212 | 2,627,348 | |||||||||
Net interest income after provision
for loan losses |
34,176,909 | 21,905,582 | 12,257,172 | |||||||||
Other income: |
||||||||||||
Service charges on deposit accounts |
79,186 | 61,009 | 54,781 | |||||||||
Income from bank owned life insurance |
686,796 | — | — | |||||||||
Other operating income |
501,652 | 509,719 | 397,385 | |||||||||
Total other income |
1,267,634 | 570,728 | 452,166 | |||||||||
Other expenses: |
||||||||||||
Salaries and employee benefits |
10,733,253 | 7,214,234 | 4,581,670 | |||||||||
Equipment and occupancy expenses |
2,346,768 | 1,530,606 | 937,537 | |||||||||
Other operating expenses |
6,307,846 | 3,720,845 | 2,402,075 | |||||||||
Total other expenses |
19,387,867 | 12,465,685 | 7,921,282 | |||||||||
Income before income taxes |
16,056,676 | 10,010,625 | 4,788,056 | |||||||||
Income taxes |
5,920,075 | 3,688,273 | 1,775,674 | |||||||||
Net income |
$ | 10,136,601 | $ | 6,322,352 | $ | 3,012,382 | ||||||
Basic earnings per share |
$ | 0.69 | $ | 0.45 | $ | 0.28 | ||||||
Diluted earnings per share |
$ | 0.66 | $ | 0.42 | $ | 0.26 | ||||||
3
| 2006 | 2005 | 2004 | ||||||||||
Net income |
$ | 10,136,601 | $ | 6,322,352 | $ | 3,012,382 | ||||||
Other comprehensive income (loss): |
||||||||||||
Unrealized gains (losses) on securities available-for-sale: |
||||||||||||
Net unrealized holding gains (losses) arising during
period, net
of (tax) benefits of ($232,846), $479,730, and $155,280,
respectively |
385,084 |
(817,720 |
) | (261,694 |
) |
|||||||
Comprehensive income |
$ | 10,521,685 | $ | 5,504,632 | $ | 2,750,688 | ||||||
4
| Accumulated | ||||||||||||||||||||
| Common Stock | Other | Total | ||||||||||||||||||
| Amount | Retained | Comprehensive | Stockholders’ | |||||||||||||||||
| Shares | Paid-in | Earnings | Income (Loss) | Equity | ||||||||||||||||
Balance, December 31, 2003 |
2,744,157 | $ | 19,020,303 | $ | 809,021 | $ | 62,946 | $ | 19,892,270 | |||||||||||
Net income |
— | — | 3,012,382 | — | 3,012,382 | |||||||||||||||
Issuance of common stock |
1,512,935 | 20,309,609 | — | — | 20,309,609 | |||||||||||||||
Stock compensation expense |
— | 602,259 | — | — | 602,259 | |||||||||||||||
3-for-2 common stock split |
2,128,546 | — | — | — | — | |||||||||||||||
Other comprehensive loss |
— | — | — | (261,694 | ) | (261,694 | ) | |||||||||||||
Balance, December 31, 2004 |
6,385,638 | 39,932,171 | 3,821,403 | (198,748 | ) | 43,554,826 | ||||||||||||||
Net income |
— | — | 6,322,352 | — | 6,322,352 | |||||||||||||||
Issuance of common stock |
795,133 | 15,744,996 | — | — | 15,744,996 | |||||||||||||||
Stock compensation expense |
— | 1,159,512 | — | — | 1,159,512 | |||||||||||||||
Tax benefit from exercise of stock options |
— | 155,218 | — | — | 155,218 | |||||||||||||||
2-for-1 common stock split |
7,180,771 | — | — | — | — | |||||||||||||||
Other comprehensive loss |
— | — | — | (817,720 | ) | (817,720 | ) | |||||||||||||
Balance, December 31, 2005 |
14,361,542 | 56,991,897 | 10,143,755 | (1,016,468 | ) | 66,119,184 | ||||||||||||||
Net income |
— | — | 10,136,601 | — | 10,136,601 | |||||||||||||||
Issuance of common stock |
402,996 | 1,260,491 | — | — | 1,260,491 | |||||||||||||||
Stock compensation expense |
— | 1,557,357 | — | — | 1,557,357 | |||||||||||||||
Tax benefit from exercise of stock options |
— | 913,347 | — | — | 913,347 | |||||||||||||||
Other comprehensive income |
— | — | — | 385,084 | 385,084 | |||||||||||||||
Balance, December 31, 2006 |
14,764,538 | $ | 60,723,092 | $ | 20,280,356 | $ | (631,384 | ) | $ | 80,372,064 | ||||||||||
5
| 2006 | 2005 | 2004 | ||||||||||
OPERATING ACTIVITIES |
||||||||||||
Net income |
$ | 10,136,601 | $ | 6,322,352 | $ | 3,012,382 | ||||||
Adjustments to reconcile net income to net cash
provided by operating activities: |
||||||||||||
Depreciation, accretion and amortization |
783,080 | 571,115 | 429,654 | |||||||||
Provision for loan losses |
4,323,396 | 3,566,212 | 2,627,348 | |||||||||
Stock compensation |
1,557,357 | 1,159,512 | 602,259 | |||||||||
Deferred income taxes |
(2,056,451 | ) | (1,321,872 | ) | (531,655 | ) | ||||||
Increase in interest receivable |
(2,858,859 | ) | (2,114,063 | ) | (842,526 | ) | ||||||
Increase in interest payable |
5,775,878 | 1,239,945 | 940,688 | |||||||||
Excess tax benefits from exercise of options |
(913,347 | ) | (155,218 | ) | — | |||||||
Increase (decrease) in income taxes payable |
976,437 | 1,016,244 | (1,701,759 | ) | ||||||||
Income from bank owned life insurance |
(686,796 | ) | — | — | ||||||||
(Gain) loss on sale of other real estate |
120,715 | — | (190,024 | ) | ||||||||
Gain on sale of premises and equipment |
(354,400 | ) | (412,500 | ) | (147,923 | ) | ||||||
Net other operating activities |
(3,729,617 | ) | 671,956 | 436,326 | ||||||||
Net cash provided by operating activities |
13,073,994 | 10,543,683 | 4,634,770 | |||||||||
INVESTING ACTIVITIES |
||||||||||||
Net (increase) decrease in interest-bearing deposits in banks |
(18,729 | ) | 221,176 | (174,008 | ) | |||||||
Net decrease (increase) in federal funds sold |
6,243,000 | (6,243,000 | ) | 2,439,000 | ||||||||
Proceeds from maturities of securities available-for-sale |
15,257,774 | 14,650,628 | 15,283,233 | |||||||||
Purchases of securities available-for-sale |
(74,438,353 | ) | (41,944,145 | ) | (36,425,538 | ) | ||||||
(Purchases) redemptions of restricted equity securities |
(837,800 | ) | 343,300 | (582,600 | ) | |||||||
Purchase of bank owned life insurance |
(20,000,000 | ) | — | — | ||||||||
Net increase in loans |
(289,912,095 | ) | (267,259,858 | ) | (152,033,595 | ) | ||||||
Proceeds from sale of other real estate |
1,329,225 | — | 2,693,669 | |||||||||
Proceeds from sale of premises and equipment |
— | — | 4,996,500 | |||||||||
Purchase of premises and equipment |
(3,950,507 | ) | (4,155,702 | ) | (2,333,013 | ) | ||||||
Net cash used in investing activities |
(366,327,485 | ) | (304,387,601 | ) | (166,136,352 | ) | ||||||
FINANCING ACTIVITIES |
||||||||||||
Net increase in deposits |
254,343,026 | 301,171,506 | 141,494,529 | |||||||||
Net increase (decrease) in federal funds purchased |
1,551,000 | (4,279,000 | ) | (5,721,000 | ) | |||||||
Net increase in long-term debentures |
45,836,000 | — | — | |||||||||
Net proceeds (repayments) from other borrowings |
50,000,000 | (15,000,000 | ) | 5,000,000 | ||||||||
Proceeds from exercise of stock options |
1,260,491 | 595,427 | — | |||||||||
Excess tax benefits from exercise of options |
913,347 | 155,218 | — | |||||||||
Net proceeds from sale of common stock |
— | 14,994,351 | 20,309,609 | |||||||||
Net cash provided by financing activities |
353,903,864 | 297,637,502 | 161,083,138 | |||||||||
Net increase (decrease) in cash and due from banks |
650,373 | 3,793,584 | (418,444 | ) | ||||||||
Cash and due from banks at beginning of year |
5,068,295 | 1,274,711 | 1,693,155 | |||||||||
Cash and due from banks at end of year |
$ | 5,718,668 | $ | 5,068,295 | $ | 1,274,711 | ||||||
SUPPLEMENTAL DISCLOSURE |
||||||||||||
Cash paid for: |
||||||||||||
Interest |
$ | 35,358,573 | $ | 17,444,308 | $ | 6,630,423 | ||||||
Income taxes |
$ | 8,501,455 | $ | 4,149,119 | $ | 4,009,088 | ||||||
NONCASH TRANSACTIONS |
||||||||||||
Other real estate acquired in settlement of loans |
$ | 2,535,027 | $ | — | $ | — | ||||||
6
| NOTE 1. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
7
| NOTE 1. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) |
8
| NOTE 1. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) |
| Buildings | 40 years | |||
| Equipment | 3-7 years |
9
| NOTE 1. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) |
10
| NOTE 1. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) |
| Years Ended December 31, | ||||||||
| 2005 | 2004 | |||||||
Net income, as reported |
$ | 6,322,352 | $ | 3,012,382 | ||||
Stock-based employee compensation expense
included in net income, net of tax |
(39,719 | ) | 230,673 | |||||
Pro forma net income |
$ | 6,282,633 | $ | 3,243,055 | ||||
Earnings per share: |
||||||||
Basic — as reported |
$ | 0.45 | $ | 0.28 | ||||
Basic — pro forma |
$ | 0.45 | $ | 0.30 | ||||
Diluted — as reported |
$ | 0.42 | $ | 0.26 | ||||
Diluted — pro forma |
$ | 0.42 | $ | 0.28 | ||||
11
12
| NOTE 2. | SECURITIES AVAILABLE FOR SALE |
| Gross | Gross | |||||||||||||||
| Amortized | Unrealized | Unrealized | Fair | |||||||||||||
| Cost | Gains | Losses | Value | |||||||||||||
December 31, 2006: |
||||||||||||||||
Equity securities |
$ | 1,712,000 | $ | — | $ | — | $ | 1,712,000 | ||||||||
Government sponsored agencies |
18,995,102 | 119,288 | (34,350 | ) | 19,080,040 | |||||||||||
Mortgage-backed securities |
114,210,987 | 191,349 | (1,271,255 | ) | 113,131,081 | |||||||||||
| $ | 134,918,089 | $ | 310,637 | $ | (1,305,605 | ) | $ | 133,923,121 | ||||||||
December 31, 2005: |
||||||||||||||||
Equity securities |
$ | 876,000 | $ | — | $ | — | $ | 876,000 | ||||||||
Mortgage-backed securities |
74,846,798 | 27,040 | (1,639,938 | ) | 73,233,900 | |||||||||||
| $ | 75,722,798 | $ | 27,040 | $ | (1,639,938 | ) | $ | 74,109,900 | ||||||||
| Amortized | Fair | |||||||
| Cost | Value | |||||||
Due from one to five years |
$ | 18,995,102 | $ | 19,080,040 | ||||
Mortgage-backed securities |
$ | 114,210,987 | $ | 113,131,081 | ||||
| $ | 133,206,089 | $ | 132,211,121 | |||||
13
| NOTE 2. | SECURITIES AVAILABLE FOR SALE (Continued) |
| Less Than 12 Months | 12 Months or More | Total | ||||||||||||||||||||||
| Fair | Unrealized | Fair | Unrealized | Fair | Unrealized | |||||||||||||||||||
| Value | Losses | Value | Losses | Value | Losses | |||||||||||||||||||
December 31, 2006 |
||||||||||||||||||||||||
Government
sponsored
agencies |
$ | 4,965,650 | $ | (34,350 | ) | $ | — | $ | — | $ | 4,965,650 | $ | (34,350 | ) | ||||||||||
Mortgage-backed
securities |
20,273,163 | (41,818 | ) | 51,985,197 | (1,229,437 | ) | 72,258,360 | (1,271,255 | ) | |||||||||||||||
Total |
$ | 25,238,813 | $ | (76,168 | ) | $ | 51,985,197 | $ | (1,229,437 | ) | $ | 77,224,010 | $ | (1,305,605 | ) | |||||||||
December 31, 2005 |
||||||||||||||||||||||||
Mortgage-backed
securities |
$ | 43,274,798 | $ | (853,476 | ) | $ | 22,009,964 | $ | (786,462 | ) | $ | 65,284,762 | $ | (1,639,938 | ) | |||||||||
14
| NOTE 3. | LOANS |
| December 31, | ||||||||
| 2006 | 2005 | |||||||
Commercial |
$ | 47,802,843 | $ | 46,295,635 | ||||
Real estate
— construction |
658,970,814 | 384,989,612 | ||||||
Real estate
— commercial |
189,419,723 | 191,399,868 | ||||||
Real estate
— mortgage |
44,598,285 | 27,974,565 | ||||||
Consumer installment and other |
1,193,707 | 1,426,619 | ||||||
| 941,985,372 | 652,086,299 | |||||||
Deferred loan fees |
(405,508 | ) | (307,839 | ) | ||||
Allowance for loan losses |
(9,824,866 | ) | (5,612,162 | ) | ||||
Loans, net |
$ | 931,754,998 | $ | 646,166,298 | ||||
| Years Ended December 31, | ||||||||||||
| 2006 | 2005 | 2004 | ||||||||||
Balance, beginning of year |
$ | 5,612,162 | $ | 3,433,130 | $ | 3,572,984 | ||||||
Provision for loan losses |
4,323,396 | 3,566,212 | 2,627,348 | |||||||||
Loans charged off |
(159,959 | ) | (1,442,451 | ) | (2,841,802 | ) | ||||||
Recoveries of loans
previously charged off |
49,267 | 55,271 | 74,600 | |||||||||
Balance, end of year |
$ | 9,824,866 | $ | 5,612,162 | $ | 3,433,130 | ||||||
Balance, beginning of year |
$ | 11,926,835 | ||
Advances |
13,290,233 | |||
Repayments |
(1,934,599 | ) | ||
Change in Directors |
(2,258,878 | ) | ||
Balance, end of year |
$ | 21,023,591 | ||
15
| Premises and equipment are summarized as follows: |
| December 31, | ||||||||
| 2006 | 2005 | |||||||
Land |
$ | 5,362,270 | $ | 4,145,780 | ||||
Buildings |
7,015,395 | 4,770,443 | ||||||
Construction in progress |
792,601 | 1,707,171 | ||||||
Equipment |
3,696,924 | 2,601,626 | ||||||
Leasehold Improvements |
603,618 | 24,856 | ||||||
| 17,470,808 | 13,249,876 | |||||||
Accumulated depreciation |
(2,098,711 | ) | (1,384,893 | ) | ||||
| $ | 15,372,097 | $ | 11,864,983 | |||||
| In 2003, the Company purchased from a director of the Company, an administrative building adjacent to its main office building at a cost of $2.6 million. In August, 2004 the Company sold to an unrelated party the administrative building and related improvements, with a book value of $2.9 million, for $5.0 million cash in a sale-leaseback transaction. A five year non-renewable operating lease on the building was entered into between the Bank and the buyer, with minimum annual lease payments of $560,000. The resulting $2.1 million gain on sale was deferred and is being recognized over the life of the lease. The unamortized balance of $1,099,875 and $1,512,375 of the deferred gain is included in other liabilities at December 31, 2006 and 2005, respectively. | ||
| On January 31, 2007, the Bank repurchased the administrative building at a cost of $6 million. The balance of unamortized gain on sale of $1,066,000 was offset against the purchase price. | ||
| The Company has a loan production office in Cumming (Forsyth County), Georgia in which office space is leased. A one-year non-renewable operating lease was entered into in August, 2005. Extended for a period of nine months, this lease expires on May 31, 2007. In 2006, the Company entered into a contract with a third party builder to construct an additional branch banking facility in Cumming to replace the loan production office. The full-service branch was under construction at December 31, 2006, and is scheduled to open in mid-2007. A second loan production office was opened in December 2006 in Buford (Gwinnett County), Georgia in which office space is also leased. A 12.5 month non-renewable operating lease was entered into in December 2006. There was also an expansion project under way at December 31, 2006 to build out additional space in the above administrative building. The same party that was building the Cumming office was also completing this project. As of December 31, 2006, the total estimated costs to complete this project and the Cumming office were $1.1 million. | ||
| Total rental expense was $641,581, $614,540, and $210,457 for the years ended December 31, 2006, 2005 and 2004, respectively. | ||
| Future minimum lease payments as of December 31, 2006 are as follows: |
2007 |
$ | 593,800 | ||
2008 |
560,000 | |||
2009 |
373,333 | |||
| $ | 1,527,133 | |||
16
| The aggregate amount of time deposits in denominations of $100,000 or more at December 31, 2006 and 2005 was $169,614,614 and $135,473,297, respectively. The scheduled maturities of time deposits at December 31, 2006 are as follows: |
2007 |
$ | 596,862,139 | ||
2008 |
112,260,900 | |||
2009 |
29,623,427 | |||
2010 |
5,784,899 | |||
2011 |
6,700,073 | |||
| $ | 751,231,438 | |||
| At December 31, 2006, total time deposits included $247,988,365 of brokered deposits. At December 31, 2005, total time deposits included $150,585,785 of brokered deposits. | ||
| Overdraft demand deposits reclassified to loans totaled $1,183 and $2,688 at December 31, 2006 and 2005, respectively. |
| Other borrowings consist of the following: |
| December 31, | ||||||||
| 2006 | 2005 | |||||||
Reverse Repurchase Agreement, interest payable quarterly
at the three month LIBOR minus 0.50% until August 14, 2007,
then fixed at 4.84% until maturity at August 13, 2013, callable
on August 14, 2007 or any quarterly period thereafter |
$ | 15,000,000 | $ | — | ||||
Reverse Repurchase Agreement, interest payable quarterly
at the three month LIBOR minus 0.50% until September 13, 2007,
then fixed at 4.48% until maturity at September 13, 2013,
callable
on September 13, 2007 or any quarterly period thereafter |
15,000,000 | — | ||||||
Reverse Repurchase Agreement, interest payable quarterly
at the three month LIBOR minus 0.87% until June 5, 2008,
then fixed at 4.57% until maturity at December 5, 2013, callable
on June 8, 2008 or any quarterly period thereafter |
15,000,000 | — | ||||||
Federal Home Loan Bank Daily Rate Credit Advance, interest
payable monthly at variable rates set daily , due December 27,
2007 |
5,000,000 | — | ||||||
| $ | 50,000,000 | $ | — | |||||
17
| In late 2006, the Company entered into several reverse repurchase agreements which have seven–year terms, and the rates are floating for a portion of the term and fixed for the balance. These instruments are collateralized with mortgage-backed securities. | ||
| The Company has a line of credit with the Federal Home Loan Bank that was $57 million at December 31, 2006. Any advances from the Federal Home Loan Bank are collateralized with certain qualifying loans of approximately $52 million, mortgage-backed securities of $5.0 million, and Federal Home Loan Bank stock of $1.7 million. The Company also had available unused lines of credit with various financial institutions totaling $69 million at December 31, 2006. There were no other advances outstanding at December 31, 2006 or 2005. |
| Subordinated long-term debentures consist of the following: |
| December 31, | ||||||||
| 2006 | 2005 | |||||||
Floating rate junior subordinated debentures, interest payable
quarterly at the three month LIBOR plus 2.85%, due
December 17, 2033. The rate at December 31, 2006 was 8.21% |
$ | 6,186,000 | $ | 6,186,000 | ||||
Floating rate junior subordinated debentures, interest payable
quarterly at the three month LIBOR plus 1.44%,
due March 15, 2036. The rate at December 31, 2006 was 6.80% |
27,836,000 | — | ||||||
Floating rate subordinated debentures, interest payable quarterly
at prime, due October 30, 2014. The rate at December 31, 2006
was 8.25% |
18,000,000 | — | ||||||
| $ | 52,022,000 | $ | 6,186,000 | |||||
| In 2003, the Company formed a wholly-owned grantor trust to issue cumulative trust preferred securities to the public. The grantor trust has invested the proceeds of the trust preferred securities in junior subordinated debentures of the Company. The trust preferred securities can be redeemed prior to maturity at the option of the Company on or after December 17, 2008. The sole assets of the grantor trust are the Junior Subordinated Deferrable Interest Debentures of the Company (the “Debentures”) held by the grantor trust. The Debentures have the same interest rate (three month LIBOR plus 2.85%, floating) as the trust preferred securities. The Company has the right to defer interest payments on the Debentures at any time or from time to time for a period not exceeding 20 consecutive quarters provided that no extension period may extend beyond the stated maturity of the related Debentures. During any such extension period, distributions on the trust preferred certificates would also be deferred. | ||
| In February 2006, the Company formed a second wholly-owned grantor trust to issue cumulative trust preferred securities to the public. The grantor trust has invested the proceeds of the trust preferred securities in junior subordinated debentures of the Company. The trust preferred securities can be redeemed prior to maturity at the option of the Company on or after March 15, 2011. The sole assets of the grantor trust are the Junior Subordinated Deferrable Interest Debentures of the Company (the “Debentures”) held by the grantor trust. The Debentures have the same interest rate (three month LIBOR plus 1.44%, floating) as the trust preferred securities. |
18
| The Company has the right to defer interest payments on the Debentures at any time or from time to time for a period not exceeding 20 consecutive quarters provided that no extension period may extend beyond the stated maturity of the related Debentures. During any such extension period, distributions on the trust preferred certificates would also be deferred. |
19
| Payment of periodic cash distributions and payment upon liquidation or redemption with respect to the trust preferred securities are guaranteed by the Company to the extent of funds held by the grantor trusts (the “Preferred Securities Guarantee”). The Preferred Securities Guarantee, when taken together with the Company’s other obligations under the Debentures, constitute a full and unconditional guarantee, on a subordinated basis, by the Company of payments due on the trust preferred securities. |
| In October 2006, the Bank issued subordinated debentures with a term of seven years. Interest is payable quarterly, and there is no prepayment penalty. The debentures were issued to three financial institutions and totaled $18 million. For regulatory purposes, these debt instruments can be included in Tier two capital. The Bank is required to establish reserves to fund the repayment of the subordinated debentures. |
| As of December 31, 2006, the Company has two stock-based compensation plans that allow for grants of incentive stock options and nonqualified stock options. One of the plans is an employee plan which permits the granting of stock options to employees for up to 1,950,000 shares of common stock, and the other is a director plan which permits the granting of stock options to directors for up to 585,000 shares of common stock. Under both plans, stock options granted generally have an exercise price no less than the fair market value of the underlying stock at the date of grant. The general terms of the plans include a vesting period (usually five years) with an exercisable period not to exceed ten years. Dividends are not paid on unexercised options and dividends are not subject to vesting. Option awards provide for accelerated vesting if there is a change in control (as defined in the plan). As of December 31, 2006, approximately 332,536 awards could be granted under the employee plan, and 2,000 awards could be granted under the director plan. | ||
| In January 2003 the Company granted to its President options to acquire 5% of the Company’s outstanding shares. The options were divided into two groups: (1) the fixed number of options equal to 5% of the Company’s outstanding shares on the grant date (the “Original Option”); and (2) the additional options that accrue by virtue of increases in the Company’s outstanding shares (the “Additional Option”). In August 2006 the President’s option agreement was amended to limit the shares obtainable under the Additional Option. Specifically, the option agreement was amended to provide that the total number of shares obtainable pursuant to both the Original Option and the Additional Option will not exceed 731,672 (as adjusted for stock splits, stock dividends, and similar recapitalizations), which equaled 5% of the outstanding shares on the date of the amendment. The effect of this amendment was to cut off further increases of the Additional Option when the number of outstanding shares of the Company increased. | ||
| The fair value of each option granted was estimated on the date of grant using the Black-Scholes-Merton option valuation model. Expected volatilities are based on historical volatility of the Company’s stock. The Company uses historical data to estimate option exercise, employee termination, forfeitures and expected dividends within the valuation model. Separate groups of employees that have similar historical exercise behavior are considered separately for valuation purposes. The expected term of options granted is estimated based on the short-cut method. The risk-free rate for periods within the estimated life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The key assumptions used to determine the fair value of options are presented in the table below. |
20
| Years Ended December 31, | ||||||||||||
| 2006 | 2005 | 2004 | ||||||||||
Dividend yield |
0.00 | % | 0.00 | % | 0.00 | % | ||||||
Average expected life |
2.08 - 7.50 years | 10 years | 10 years | |||||||||
Expected volatility |
30.00 | % | 30.40 | % | 0.01 | % | ||||||
Forfeiture rate |
3.00 | % | 3.00 | % | 3.00 | % | ||||||
Risk-free interest rate |
4.60% - 5.07 | % | 4.25 | % | 4.52 | % | ||||||
| The following table summarizes our stock options activity for year ended December 31, 2006: |
| Weighted- | ||||||||||||||||
| Weighted- | Average | |||||||||||||||
| Average | Remaining | |||||||||||||||
| Exercise | Contractual | Aggregate | ||||||||||||||
| Shares | Price | Term (Years) | Intrinsic Value | |||||||||||||
Outstanding at beginning of year |
1,409,072 | $ | 4.67 | |||||||||||||
Granted (below market) |
13,590 | 2.45 | ||||||||||||||
Granted (at market) |
124,000 | 12.19 | ||||||||||||||
Exercised |
(161,996 | ) | 3.29 | |||||||||||||
Terminated |
(170,200 | ) | 9.70 | |||||||||||||
Outstanding at end of year |
1,214,466 | $ | 4.89 | 4.92 | $ | 9,862,000 | ||||||||||
Options exercisable at year-end |
573,710 | $ | 3.97 | 6.75 | $ | 5,166,000 | ||||||||||
| The weighted-average grant-date fair value of options granted during the years ended December 31, 2006, 2005 and 2004 was $5.86, $6.72 and $3.28, respectively. | ||
| Total intrinsic value of options exercised was $1,426,784, $1,604,889 and $ 0 for the years ended December 31, 2006, 2005 and 2004, respectively. The total fair value of options vested during the years ended December 31, 2006, 2005 and 2004 was $562,744, $1,478,574 and $674,870, respectively. | ||
| The compensation cost charged against income for the years ended December 31, 2006, 2005 and 2004 were $1,557,358, $1,159,512 and $602,259, respectively. Income tax benefits recognized for the respective years were $460,953, $455,031 and $227,267. | ||
| Cash received from the exercise of options was $533,714 for the year ended December 31, 2006. The tax benefit realized for the tax deductions from option exercise of the share-based payment arrangements totaled $8,059 for the year ended December 31, 2006. |
21
| As of December 31, 2006, there was $1.1 million of total unrecognized compensation cost related to the nonvested share based compensation arrangements granted under the option plan. That cost is expected to be recognized over a weighted-average period of 1.68 years. | ||
| Information pertaining to employee options outstanding at December 31, 2006 is as follows: |
| Options Outstanding | Options Exercisable | |||||||||||||||||||
| Weighted- | ||||||||||||||||||||
| Average | Weighted- | Weighted- | ||||||||||||||||||
| Remaining | Average | Average | ||||||||||||||||||
| Range of | Number | Contractual | Exercise | Number | Exercise | |||||||||||||||
| Exercise Prices | Outstanding | Life | Price | Exercisable | Price | |||||||||||||||
$2.45 |
789,466 | 3.03 years | $ | 2.45 | 379,255 | $ | 2.45 | |||||||||||||
4.50 |
153,000 | 7.67 years | 4.50 | 127,600 | 4.50 | |||||||||||||||
11.00 – 14.25 |
272,000 | 8.88 years | 12.18 | 66,855 | 11.62 | |||||||||||||||
| 1,214,466 | 4.92 years | 4.89 | 573,710 | 3.97 | ||||||||||||||||
| The following table shows option activity of the Director Plan for the year ended December 31, 2006. |
| Weighted- | ||||||||||||||||
| Weighted- | Average | |||||||||||||||
| Average | Remaining | |||||||||||||||
| Exercise | Contractual | Aggregate | ||||||||||||||
| Shares | Price | Term (Years) | Intrinsic Value | |||||||||||||
Outstanding at beginning of year |
538,000 | $ | 3.85 | |||||||||||||
Granted |
— | — | ||||||||||||||
Exercised |
(241,000 | ) | 3.01 | |||||||||||||
Terminated |
— | — | ||||||||||||||
Outstanding at end of year |
297,000 | $ | 4.52 | 6.75 | $ | 2,504,000 | ||||||||||
Options exercisable at year-end |
297,000 | $ | 4.52 | 6.75 | $ | 2,504,000 | ||||||||||
| The weighted-average grant-date fair value of options granted during the years ended December 31, 2006, 2005 and 2004 was $0, $5.80 and $0, respectively. | ||
| Total intrinsic value of options exercised was $2.3 million, $405,000, and $0 for the years ended December 31, 2006, 2005 and 2004, respectively. The total fair value of options vested during the years ended December 31, 2006, 2005 and 2004 was $0, $510,400 and $0, respectively. | ||
| There was no compensation cost charged against income for the years ended December 31, 2006, 2005 and 2004 for options under this plan, therefore, no income tax benefits. |
22
| Cash received from the exercise of options was $658,850 for the year ended December 31, 2006. The tax benefit realized for the tax deductions from option exercise of the share-based payment arrangements totaled $905,305 for the year ended December 31, 2006. | ||
| As of December 31, 2006, there was no unrecognized compensation cost related to nonvested share based compensation arrangements granted under the option plan. | ||
| Information pertaining to director options outstanding at December 31, 2006 is as follows: |
| Options Outstanding | Options Exercisable | |||||||||||||||||||
| Weighted- | ||||||||||||||||||||
| Average | Weighted- | Weighted- | ||||||||||||||||||
| Remaining | Average | Average | ||||||||||||||||||
| Range of | Number | Contractual | Exercise | Number | Exercise | |||||||||||||||
| Exercise Prices | Outstanding | Life | Price | Exercisable | Price | |||||||||||||||
$2.45 |
225,000 | 6.22 years | $ | 2.45 | 225,000 | $ | 2.45 | |||||||||||||
11.00 |
72,000 | 8.42 years | 11.00 | 72,000 | 11.00 | |||||||||||||||
| 297,000 | 6.75 years | 4.52 | 297,000 | 4.52 | ||||||||||||||||
| The Company has a 401(k) retirement plan covering substantially all employees. Contributions to the plan charged to expense amounted to $255,507, $191,075 and $104,132 for the years ended December 31, 2006, 2005 and 2004, respectively. |
| Income tax expense consists of the following: |
| Years Ended December 31, | ||||||||||||
| 2006 | 2005 | 2004 | ||||||||||
Current |
$ | 7,976,526 | $ | 5,010,145 | $ | 2,307,329 | ||||||
Deferred |
(2,056,451 | ) | (1,321,872 | ) | (531,655 | ) | ||||||
Income tax expense |
$ | 5,920,075 | $ | 3,688,273 | $ | 1,775,674 | ||||||
23
| The Company’s income tax differs from the amounts computed by applying the federal income tax statutory rates to income before income taxes. A reconciliation of the differences is as follows: |
| Years Ended December 31, | ||||||||||||
| 2006 | 2005 | 2004 | ||||||||||
Income tax at statutory federal rate |
$ | 5,619,837 | $ | 3,404,056 | $ | 1,627,939 | ||||||
State taxes |
405,527 | 319,025 | 144,432 | |||||||||
Bank owned life insurance income |
(240,379 | ) | — | — | ||||||||
Stock-based compensation |
129,547 | — | — | |||||||||
Other items |
5,543 | (34,808 | ) | 3,303 | ||||||||
Income tax expense |
$ | 5,920,075 | $ | 3,688,273 | $ | 1,775,674 | ||||||
| The components of deferred income taxes are as follows: |
| December 31, | ||||||||
| 2006 | 2005 | |||||||
Deferred tax assets: |
||||||||
Deferred gain on sale-leaseback |
$ | 425,424 | $ | 584,975 | ||||
Deferred loan fees |
156,847 | 119,070 | ||||||
Loan loss reserves |
3,518,189 | 1,808,175 | ||||||
Stock compensation |
1,175,826 | 716,617 | ||||||
Nonaccrual loan interest |
36,445 | 52,041 | ||||||
Securities available for sale |
363,583 | 596,430 | ||||||
| 5,676,314 | 3,877,308 | |||||||
Deferred tax liabilities: |
||||||||
Depreciation |
234,459 | 259,057 | ||||||
Net deferred taxes |
$ | 5,441,855 | $ | 3,618,251 | ||||
24
| Presented below is a summary of the components used to calculate basic and diluted earnings per common share. |
| Years Ended December 31, | ||||||||||||
| 2006 | 2005 | 2004 | ||||||||||
Basic Earnings Per Share: |
||||||||||||
Weighted average common shares outstanding |
14,594,208 | 14,050,847 | 10,809,936 | |||||||||
Net income |
$ | 10,136,601 | $ | 6,322,352 | $ | 3,012,382 | ||||||
Basic earnings per share |
$ | 0.69 | $ | 0.45 | $ | 0.28 | ||||||
Diluted Earnings Per Share: |
||||||||||||
Weighted average common shares outstanding |
14,594,208 | 14,050,847 | 10,809,936 | |||||||||
Net effect of the assumed exercise of stock
options based on the treasury stock method
using average market prices for the year |
824,469 | 910,700 | 742,740 | |||||||||
Total weighted average common shares and
common stock equivalents outstanding |
15,418,677 | 14,961,547 | 11,552,676 | |||||||||
Net income |
$ | 10,136,601 | $ | 6,322,352 | $ | 3,012,382 | ||||||
Diluted earnings per share |
$ | 0.66 | $ | 0.42 | $ | 0.26 | ||||||
| Loan Commitments |
| December 31, | ||||||||
| 2006 | 2005 | |||||||
Commitments to extend credit |
$ | 332,168,227 | $ | 220,048,484 | ||||
Standby letters of credit |
1,958,215 | 1,396,042 | ||||||
| $ | 334,126,442 | $ | 221,444,526 | |||||
25
| Employment Agreements |
| Contingencies |
26
| The Company originates primarily commercial, commercial real estate, residential real estate, and consumer loans to customers in Fulton County and surrounding counties. The ability of the majority of the Company’s customers to honor their contractual loan obligations is dependent on the economy in these areas. | ||
| Ninety-five percent of the Company’s loan portfolio is secured by real estate, of which a substantial portion is secured by real estate in the Company’s primary market area. Accordingly, the ultimate collectibility of the loan portfolio is susceptible to changes in market conditions in the Company’s primary market area. | ||
| The Company, as a matter of policy, does not generally extend credit to any single borrower or group of related borrowers in excess of 25% of the Bank’s statutory capital, or approximately $21,000,000. |
| The Bank is subject to certain restrictions on the amount of dividends that may be declared without prior regulatory approval. At December 31, 2006, approximately $6,005,000 of dividends could be declared without regulatory approval. | ||
| The Company and Bank are subject to various regulatory capital requirements administered by the federal 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 Company’s and Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and Bank must meet specific capital guidelines that involve quantitative measures of the assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. Capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. | ||
| Quantitative measures established by regulation to ensure capital adequacy require the Company and Bank to maintain minimum amounts and ratios of Total and Tier I capital to risk-weighted assets, as defined, and of Tier I capital to average assets, as defined. Management believes, as of December 31, 2006 and 2005, the Company and Bank met all capital adequacy requirements to which they are subject. | ||
| As of December 31, 2006, the most recent notification from the Federal Deposit Insurance Corporation 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 Total risk-based, Tier I risk-based, and Tier I leverage ratios as set forth in the following table. There are no conditions or events since that notification that management believes have changed the Bank’s category. Prompt corrective action provisions are not applicable to bank holding companies. |
27
| The Company and Bank’s actual capital amounts and ratios are presented in the following table: |
| To Be Well | ||||||||||||||||||||||||
| For Capital | Capitalized Under | |||||||||||||||||||||||
| Adequacy | Prompt Corrective | |||||||||||||||||||||||
| Actual | Purposes | Action Provisions | ||||||||||||||||||||||
| (Dollars in thousands) | Amount | Ratio | Amount | Ratio | Amount | Ratio | ||||||||||||||||||
December 31, 2006: |
||||||||||||||||||||||||
Total Capital to Risk Weighted
Assets |
||||||||||||||||||||||||
Consolidated |
$ | 141,827 | 12.80 | % | $ | 88,655 | 8 | % | N/A | N/A | ||||||||||||||
Bank |
$ | 136,393 | 12.35 | % | $ | 88,370 | 8 | % | $ | 110,463 | 10 | % | ||||||||||||
Tier I Capital to Risk Weighted
Assets |
||||||||||||||||||||||||
Consolidated |
$ | 108,004 | 9.75 | % | $ | 44,327 | 4 | % | N/A | N/A | ||||||||||||||
Bank |
$ | 108,568 | 9.83 | % | $ | 44,185 | 4 | % | $ | 66,278 | 6 | % | ||||||||||||
Tier I Capital to Average Assets |
||||||||||||||||||||||||
Consolidated |
$ | 108,004 | 10.03 | % | $ | 43,092 | 4 | % | N/A | N/A | ||||||||||||||
Bank |
$ | 108,568 | 10.12 | % | $ | 42,929 | 4 | % | $ | 53,661 | 5 | % | ||||||||||||
December 31, 2005: |
||||||||||||||||||||||||
Total Capital to Risk Weighted Assets |
||||||||||||||||||||||||
Consolidated |
$ | 78,747 | 10.60 | % | $ | 59,408 | 8 | % | N/A | N/A | ||||||||||||||
Bank |
$ | 76,655 | 10.35 | % | $ | 59,247 | 8 | % | $ | 74,059 | 10 | % | ||||||||||||
Tier I Capital to Risk Weighted Assets |
||||||||||||||||||||||||
Consolidated |
$ | 73,135 | 9.85 | % | $ | 29,704 | 4 | % | N/A | N/A | ||||||||||||||
Bank |
$ | 71,044 | 9.59 | % | $ | 29,623 | 4 | % | $ | 44,435 | 6 | % | ||||||||||||
Tier I Capital to Average Assets |
||||||||||||||||||||||||
Consolidated |
$ | 73,135 | 10.06 | % | $ | 29,082 | 4 | % | N/A | N/A | ||||||||||||||
Bank |
$ | 71,044 | 9.80 | % | $ | 28,999 | 4 | % | $ | 36,248 | 5 | % | ||||||||||||
28
| The fair value of a financial instrument is the current amount that would be exchanged between willing parties, other than in a forced liquidation. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair value is based on discounted cash flows or other valuation techniques. These techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument. SFAS No. 107, Disclosures about Fair Value of Financial Instruments, excludes certain financial instruments and all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company. | ||
| The following methods and assumptions were used by the Company in estimating the fair value of its financial instruments. | ||
| Cash, Due From Banks and Interest-Bearing Deposits in Banks: The carrying amounts of cash, due from banks and interest-bearing deposits in banks approximate fair values. | ||
| Securities: Fair values for securities are based on available quoted market prices. The carrying values of equity securities with no readily determinable fair value approximate fair values. | ||
| Loans: The carrying amount of variable-rate loans that reprice frequently and have no significant change in credit risk approximates fair value. The fair value of fixed-rate loans is estimated based on discounted contractual cash flows, using interest rates currently being offered for loans with similar terms to borrowers with similar credit quality. The fair value of impaired loans is estimated based on discounted contractual cash flows or underlying collateral values, where applicable. | ||
| Deposits: The carrying amount of demand deposits, savings deposits, and variable-rate certificates of deposit approximates fair value. The fair value of fixed-rate certificates of deposit is estimated based on discounted contractual cash flows using interest rates currently being offered for certificates of similar maturities. | ||
| Federal Funds Purchased and Other Borrowings: The carrying amount of variable rate borrowings, federal funds purchased, and securities sold under repurchase agreements approximate fair value. The fair value of fixed rate other borrowings are estimated based on discounted contractual cash flows using the current incremental borrowing rates for similar type borrowing arrangements. | ||
| Long-term debentures: The fair value of the long-term debentures estimates their carrying value due to the variable rate nature of the debentures. | ||
| Accrued Interest: The carrying amounts of accrued interest approximate their fair values. |
29
| Off-Balance sheet Instruments: The carrying amount of commitments to extend credit and standby letters of credit approximates fair value. The carrying amount of the off-balance sheet financial instruments is based on fees charged to enter into such agreements. | ||
| The carrying amount and estimated fair value of the Company’s financial instruments were as follows: |
| December 31, 2006 | December 31, 2005 | |||||||||||||||
| Carrying | Fair | Carrying | Fair | |||||||||||||
| Amount | Value | Amount | Value | |||||||||||||
Financial assets: |
||||||||||||||||
Cash, due from banks and
interest-bearing deposits
in banks |
$ | 5,804,184 | $ | 5,804,184 | $ | 5,135,081 | $ | 5,135,081 | ||||||||
Federal funds sold |
— | — | 6,243,000 | 6,243,000 | ||||||||||||
Securities |
135,650,221 | 135,650,221 | 74,999,200 | 74,999,200 | ||||||||||||
Loans, net |
931,754,998 | 932,287,998 | 646,166,298 | 645,746,165 | ||||||||||||
Accrued interest receivable |
6,796,616 | 6,796,616 | 3,937,756 | 3,937,756 | ||||||||||||
Financial liabilities: |
||||||||||||||||
Deposits |
928,786,783 | 929,362,783 | 674,443,757 | 674,056,559 | ||||||||||||
Federal funds purchased |
1,551,000 | 1,551,000 | — | — | ||||||||||||
Other borrowings |
50,000,000 | 50,000,000 | — | — | ||||||||||||
Accrued interest payable |
8,315,189 | 8,315,189 | 2,539,311 | 2,539,311 | ||||||||||||
Long-term debentures |
52,022,000 | 52,022,000 | 6,186,000 | 6,186,000 | ||||||||||||
| Components of other operating expenses in excess of 1% of revenue are as follows: |
| Years Ended December 31, | ||||||||||||
| 2006 | 2005 | 2004 | ||||||||||
Data processing |
$ | 713,006 | $ | 573,864 | $ | 368,421 | ||||||
Board of Director fees |
592,610 | 540,570 | 379,500 | |||||||||
Consulting fees |
467,416 | 462,494 | 120,747 | |||||||||
30
| The following information presents the condensed balance sheets as of December 31, 2006 and 2005 and statements of income and cash flows of Integrity Bancshares, Inc. for each of the years in the three-year period ended December 31, 2006. |
| 2006 | 2005 | |||||||
Assets |
||||||||
Cash |
$ | 1,947,625 | $ | 55,200 | ||||
Interest-bearing deposits in banks |
53,926 | 53,470 | ||||||
Investment in subsidiary |
107,936,702 | 70,027,935 | ||||||
Securities available for sale |
1,712,000 | 876,000 | ||||||
Other assets |
2,852,948 | 1,310,253 | ||||||
Total assets |
$ | 114,503,201 | $ | 72,322,858 | ||||
Liabilities |
||||||||
Other borrowings |
$ | 34,022,000 | $ | 6,186,000 | ||||
Other liabilities |
109,137 | 17,674 | ||||||
Total liabilities |
34,131,137 | 6,203,674 | ||||||
Stockholders’ equity |
80,372,064 | 66,119,184 | ||||||
Total liabilities and stockholders’ equity |
$ | 114,503,201 | $ | 72,322,858 | ||||
31
| 2006 | 2005 | 2004 | ||||||||||
Income: |
||||||||||||
Dividend income from subsidiary |
$ | 800,000 | $ | 250,000 | $ | — | ||||||
Interest income |
61,322 | 11,437 | 8,817 | |||||||||
Total income |
861,322 | 261,437 | 8,817 | |||||||||
Expenses: |
||||||||||||
Stock compensation |
243,647 | 1,159,512 | 602,259 | |||||||||
Interest |
2,132,537 | 401,195 | 288,675 | |||||||||
Other |
678,143 | 402,300 | 212,521 | |||||||||
Total expenses |
3,054,327 | 1,963,007 | 1,103,455 | |||||||||
Loss before income tax benefits and
undistributed income of subsidiary |
(2,193,005 | ) | (1,701,570 | ) | (1,094,638 | ) | ||||||
Income tax benefits |
(1,119,634 | ) | (761,727 | ) | (413,070 | ) | ||||||
Loss before equity in undistributed
income of subsidiary |
(1,073,371 | ) | (939,843 | ) | (681,568 | ) | ||||||
Equity in undistributed income of subsidiary |
11,209,972 | 7,262,195 | 3,693,950 | |||||||||
Net income |
$ | 10,136,601 | $ | 6,322,352 | $ | 3,012,382 | ||||||
32
| 2006 | 2005 | 2004 | ||||||||||
OPERATING ACTIVITIES |
||||||||||||
Net income |
$ | 10,136,601 | $ | 6,322,352 | $ | 3,012,382 | ||||||
Adjustments to reconcile net income to net
cash used in operating activities: |
||||||||||||
Equity in undistributed income of subsidiary |
(11,209,972 | ) | (7,262,195 | ) | (3,693,950 | ) | ||||||
Stock compensation |
243,647 | 1,159,512 | 602,259 | |||||||||
Excess tax benefits from exercise of options |
(913,347 | ) | (155,218 | ) | — | |||||||
Deferred income taxes |
(56,329 | ) | (441,659 | ) | (211,015 | ) | ||||||
(Increase) decrease in income tax receivable |
(588,019 | ) | 37,206 | (250,496 | ) | |||||||
Net other operating activities |
(729,538 | ) | 23,226 | 24,433 | ||||||||
Net cash used in operating activities |
(3,116,957 | ) | (316,776 | ) | (516,387 | ) | ||||||
INVESTING ACTIVITIES |
||||||||||||
Net increase in interest-bearing deposits in banks |
(456 | ) | (341 | ) | (321 | ) | ||||||
Investment in subsidiary |
(25,000,000 | ) | (15,600,000 | ) | (20,000,000 | ) | ||||||
Net cash used in investing activities |
(25,000,456 | ) | (15,600,341 | ) | (20,000,321 | ) | ||||||
FINANCING ACTIVITIES |
||||||||||||
Proceeds from other borrowings |
27,836,000 | — | — | |||||||||
Proceeds from exercise of stock options |
1,260,491 | 595,427 | — | |||||||||
Excess tax benefits from exercise of options |
913,347 | 155,218 | — | |||||||||
Net proceeds from sale of common stock |
— | 14,994,351 | 20,309,609 | |||||||||
Net cash provided by financing activities |
30,009,838 | 15,744,996 | 20,309,609 | |||||||||
Net increase (decrease) in cash |
1,892,425 | (172,121 | ) | (207,099 | ) | |||||||
Cash at beginning of year |
55,200 | 227,321 | 434,420 | |||||||||
Cash at end of year |
$ | 1,947,625 | $ | 55,200 | $ | 227,321 | ||||||
33