UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Quarterly Period Ended September 30, 2005

 

OR

 

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Transition Period from                 to               

 

Commission file number 000-27719

 

            Greenville First Bancshares, Inc.          

(Exact name of registrant as specified in its charter)

 

 

                   South Carolina                           

                 58-2459561                

(State or other jurisdiction of incorporation)

(I.R.S. Employer Identification No.)

 

 

112 Haywood Road

 

                   Greenville, S.C.               

                    29607                     

(Address of principal executive offices)

(Zip Code)

 

                864-679-9000              

(Registrant's telephone number, including area code)

 

                Not Applicable           

(Former name, former address, and former 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

Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such

reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes [ X ]  No [  ]

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes [   ]  No [ X ]

 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [   ]  No [ X ]

 

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 

2,659,725 shares of common stock, $.01 par value per share, were issued and outstanding as of November 9, 2005.

 

 

 

 


  

GREENVILLE FIRST BANCSHARES, INC.
PART I.  FINANCIAL INFORMATION

      

Item 1.  Financial Statements

 

       The financial statements of Greenville First Bancshares, Inc. and Subsidiary are set forth in the following pages.

 

    GREENVILLE FIRST BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS

                                                                                                                                           

 

 

September 30,

 

December 31,

 

 

2005

 

2004

 

 

(Unaudited)

(Audited)

Assets

 

Cash and due from banks

 $

5,140,135 

 $

3,943,877 

Federal funds sold

7,333,626 

1,394,459 

Investment securities available for sale

10,526,843 

12,159,674 

Investment securities held to maturity-

 (fair value $20,085,855 and $13,088,613)

20,425,261 

13,138,697 

Other investments, at cost

5,348,400 

3,863,850 

Loans, net

319,727,816 

276,630,484 

Property and equipment, net

3,736,815 

2,013,995 

Accrued interest receivable

1,387,329 

1,145,810 

Other real estate owned

28,000 

Other assets

1,662,071 

1,492,352 

         Total assets

 $

375,288,296 

 $

315,811,198 

 

 

Liabilities

 

 

 

Deposits

 $

236,883,932 

   

 $

204,864,142 

Official checks outstanding

1,969,881 

1,384,480 

Federal funds purchased and repurchase agreements

16,232,000 

13,099,999 

Federal Home Loan Bank advances

81,500,000 

  

60,660,000 

Junior subordinated debentures

6,186,000 

6,186,000 

Accrued interest payable

1,304,510 

620,014 

Accounts payable and accrued expenses

750,391 

917,975 

Total liabilities

344,826,714 

287,732,610 

 

 

Commitments and contingencies

Shareholders' equity

 

Preferred stock, par value $.01 per share, 10,000,000 shares

authorized, no shares issued          

Common stock, par value $.01

    Authorized, 10,000,000 shares, issued and outstanding  2,659,725 and

      2,647,994 at September 30, 2005 and December 31, 2004, respectively

26,597 

26,480 

Additional paid-in capital

25,626,740 

25,546,259 

Accumulated other comprehensive income (loss)

(56,742)

49,989 

Retained earnings 

4,864,987 

2,455,860 

Total shareholders' equity

30,461,582 

28,078,588 

Total liabilities and shareholders' equity

 $

375,288,296 

 $

315,811,198 

See notes to consolidated financial statements that are an integral part of these consolidated statements.


 GREENVILLE FIRST BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME

 

 

For the three months ended

 

September 30,

 

 

2005

 

2004

 

(Unaudited)

Interest income

 

Loans

 $

5,234,626 

 $

3,404,077 

Investment securities

416,249 

224,993 

Federal funds sold

18,436 

6,184 

        Total interest income

5,669,311 

3,635,254 

Interest expense

 

   Deposits

1,629,321 

943,048 

   Borrowings

935,121 

501,075 

Total interest expense

2,564,442 

1,444,123 

   Net interest income

3,104,869 

2,191,131

   Provision for loan losses

225,000 

375,000 

 

   Net interest income after provision for loan losses

2,879,869 

1,816,131 

 

Noninterest income

 

 

Loan fee income

42,000 

33,860 

Service fees on deposit accounts

58,446 

71,977 

Other income

101,405 

78,584 

       

Total noninterest income

201,851 

184,421 

Noninterest expenses

 

Compensation and benefits

837,851 

612,118 

Professional fees

67,895 

41,711 

Marketing

104,834 

61,985 

Insurance

39,188 

33,006 

Occupancy

211,813 

153,580 

Data processing and related costs

229,167 

208,452 

Telephone

11,391 

6,454 

Other

83,903 

65,464 

Total noninterest expenses

1,586,042 

1,182,770 

Income before income taxes expense

1,495,678 

817,782 

Income tax expense

568,357 

310,876 

 

Net income

 $

927,321

 $

506,906 

 

 

 

 

Earnings per common share

 

 

 

 

 

Basic

 $

.35 

 $

.28 

Diluted

 $

.32 

 $

.25 

Weighted average common shares outstanding

 

 

 

 

   Basic

2,659,725 

1,788,864 

   Diluted

2,931,363 

2,044,963 

                               

 

 See notes to consolidated financial statements that are an integral part of these consolidated statements.     


GREENVILLE FIRST BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME

 

 

For the nine months ended

 

September 30,

 

 

2005

 

2004

 

(Unaudited)

Interest income

 

Loans

 $

14,176,899 

 $

9,092,541 

Investment securities

1,251,114 

670,171 

Federal funds sold

51,756 

15,477 

        Total interest income

15,479,769 

9,778,189 

Interest expense

 

 

   Deposits

4,237,255 

2,511,334 

   Borrowings

2,535,716 

1,182,294 

Total interest expense

6,772,971 

3,693,628 

   Net interest income

8,706,798 

6,084,561 

   Provision for loan losses

835,000 

1,025,000 

 

   Net interest income after provision for loan losses

7,871,798 

5,059,561 

 

Noninterest income

 

 

 

Loan fee income

138,369 

100,684 

Service fees on deposit accounts

194,583 

211,705 

Other income

299,768 

234,932 

       

Total noninterest income

632,720 

547,321 

Noninterest expenses

 

Compensation and benefits

2,428,499 

1,811,640 

Professional fees

231,821 

141,526 

Marketing

313,142 

187,943 

Insurance

112,749 

94,668 

Occupancy

582,123 

443,479 

Data processing and related costs

676,972 

605,227 

Telephone

34,425 

19,760 

Other

239,099 

191,623 

Total noninterest expenses

4,618,830 

3,495,866 

Income before income taxes expense

3,885,688 

2,111,016 

Income tax expense

1,476,561 

802,309 

Net income

 $

2,409,127 

 $

1,308,707 

 

 

 

 

Earnings per common share

 

 

 

 

 

Basic

 $

.91 

 $

.75 

Diluted

 $

.82 

 $

.65 

Weighted average common shares outstanding

 

 

 

 

   Basic

2,655,731 

1,746,617 

   Diluted

2,925,325 

2,013,727 

                               

 

See notes to consolidated financial statements that are an integral part of these consolidated statements.


GREENVILLE FIRST BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
AND COMPREHENSIVE INCOME
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
(Unaudited)

                                                                                                          

 

 

 

 

 

 

Accumulated

 

 

Total

 

 

 

 

Additional

other

 

 

 

share-

Common stock

 

paid-in

comprehensive

Retained

 

holders'

Shares

 

Amount

 

capital

  income

 

earnings

 

equity

December 31, 2003

1,724,994 

 $

17,250 

 $

10,629,450 

 $

96,997 

 $

443,271 

 $

11,186,968 

 

Net income

1,308,707 

1,308,707 

 

Comprehensive loss, net of tax -

 

Unrealized holding gain on securities

available for sale

(36,999)

(36,999)

Comprehensive income

1,271,708 

Proceeds from sale of common stock, net

800,000 

8,000 

13,000,924 

13,008,924 

Proceeds from exercise of warrants

3,000 

30 

19,980 

20,010 

 

September 30, 2004

2,527,994 

 $

25,280 

 $

23,650,354 

 $

59,998 

 $

1,751,978 

 $

25,487,610 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2004

2,647,994 

 $

26,480 

 $

25,546,259 

 $

49,989 

 $

2,455,860 

 $

28,078,588

Net  income

2,409,127 

2,409,127 

 

Comprehensive income, net of tax -

 

Unrealized holding loss on securities

 

available for sale

(106,731)

-

(106,731)

 

Comprehensive income

2,302,396 

 

 

Proceeds from exercise of

options and  warrants

11,731 

117 

80,481 

80,598 

 

 

September 30, 2005

2,659,725 

 $

26,597 

 $

25,626,740

 $

(56,742)

 $

4,864,987 

 $

30,461,582 

 See notes to consolidated financial statements that are an integral part of these consolidated statements.



GREENVILLE FIRST BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

 

For the nine months ended

 

September 30,

 

2005

 

2004

 

Operating activities

 

Net income

 $

2,409,127 

 $

1,308,707 

Adjustments to reconcile net income to cash

provided by operating activities:

Provision for loan losses

835,000 

1,025,000 

Depreciation and other amortization

187,569 

117,663 

Accretion and amortization of securities discounts and premium, net

96,280 

58,692 

Increase in deferred tax asset

(124,447)

(996,874)

Increase in other assets, net

(286,791)

(305,196)

Increase in other liabilities, net

1,157,295 

931,660 

 

Net cash provided by operating activities

4,274,033 

       

2,139,652 

Investing activities

 

Increase (decrease) in cash realized from:

 

Origination of loans, net

(43,932,332)

(59,512,277)

 

Purchase of property and equipment

(1,910,389)

(1,029,983)

Purchase of investment securities:

     Held to maturity

(10,258,021)

(5,585,719)

     Other investments

(3,944,250)

(3,585,000)

Payments and maturity of investment securities:

Available for sale

1,424,652 

601,689 

Held to maturity

2,921,643 

1,685,772 

Other investments

2,459,700 

1,995,000 

Proceeds from sale of real estate acquired in settlement of loans

28,000 

Net cash used for investing activities

(53,210,997)

(65,430,518)

Financing activities

 

Increase in deposits, net

32,019,790 

14,268,633 

Increase in short-term borrowings

3,132,001 

4,508,000 

 

Proceeds from the issuances of common stock, net

13,008,924 

 

Proceeds from the exercise of stock options

80,598 

 

Proceeds from the exercise of stock warrants

20,010 

Increase in Federal Home Loan Bank advances

20,840,000 

28,110,000 

 

Net cash provided by financing activities

56,072,389 

59,915,567 

 

Net increase (decrease) in cash and cash equivalents

7,135,425 

(3,375,299)

 

Cash and cash equivalents at beginning of  the period

5,338,336 

6,947,291 

 

Cash and cash equivalents at end of the period

 $

12,473,761 

 $

3,571,992 

Supplemental information

 

Cash paid for

 

Interest

 $

6,088,475 

 $

3,586,617 

Income taxes

 $

1,982,000 

 $

1,780,005 

 

   Schedule of non-cash transactions

 

Foreclosure of  real estate

 $

 $

305,485 

Unrealized loss on securities, net of income taxes

 $

(106,731)

 $

(36,999)

See notes to consolidated financial statements that are an integral part of these consolidated statements.



GREENVILLE FIRST BANCSHARES, INC.  AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1 - Nature of Business and Basis of Presentation

Business activity

           Greenville First Bancshares, Inc. is a South Carolina corporation that owns all of the capital stock of Greenville First Bank, N.A. and all of the stock of Greenville First Statutory Trust I (the "Trust").  The bank is a national bank organized under the laws of the United States located in Greenville County, South Carolina.  The bank is primarily engaged in the business of accepting demand deposits and savings deposits insured by the Federal Deposit Insurance Corporation, and providing commercial, consumer and mortgage loans to the general public.  The Trust is a special purpose subsidiary for the sole purpose of issuing trust preferred securities.

Basis of Presentation

          The accompanying financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q.  Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.  In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.  Operating results for the three-month and nine-month periods ended September 30, 2005 are not necessarily indicative of the results that may be expected for the year ending December 31, 2005.  For further information, refer to the consolidated financial statements and footnotes thereto included in the company's Form 10-KSB for the year ended December 31, 2004 (Registration Number 000-27719) as filed with the Securities and Exchange Commission.  The consolidated financial statements include the accounts of Greenville First Bancshares, Inc., and its wholly owned subsidiary Greenville First Bank, N.A.  As discussed in Note 2, the financial statements related to the special purpose subsidiary, Greenville First Statutory Trust I, have not been consolidated in accordance with FASB Interpretation No. 46.

 Cash and Cash Equivalents

          For purposes of the Consolidated Statements of Cash Flows, cash and federal funds sold are included in "cash and cash equivalents."  These assets have contractual maturities of less than three months.

Note 2 - Accounting for Variable Interest Entities

          Effective January 1, 2004, the company adopted FASB Interpretation No. 46, ("FIN 46"), "Consolidation of Variable Interest Entities." In accordance with FIN 46, the $186,000 investment by the parent company, Greenville First Bancshares, Inc,  in the special purpose subsidiary, Greenville First Statutory Trust I,  results in the special purpose subsidiary being treated as a "variable interest entity" as defined in FIN 46.  Therefore, in accordance with the revised rules, the company did not consolidate its special purpose trust subsidiary.  Prior to January 1, 2004, the effective date of the adoption of FIN 46, the company had consolidated the special purpose subsidiary.  The 2003 consolidated financial statements have been restated, resulting in the "deconsolidation" of this wholly-owned subsidiary.  The deconsolidation of this wholly-owned subsidiary increased both the company's other assets by $186,000 and the debt associated with the junior subordinated debentures.  The company's maximum exposure to loss on this debt is the $186,000 invested in the special purpose subsidiary.  However, in addition to the loss exposure related to the investment in the special purpose subsidiary, the company has a full and unconditional guarantee for the $6,000,000 junior subordinated debentures that were issued.  The special purpose subsidiary was formed for the sole purpose of issuing the junior subordinated debentures.



Note 3 - Note Payable

          The company has an unused $4.5 million revolving line of credit with another bank that matures on March 20, 2006.  The line of credit bears interest at a rate of three-month libor plus 2.00%, which at September 30, 2005 was 6.07%.  The company has pledged the stock of the bank as collateral for this line of credit.  The line of credit agreement contains various covenants related to net income and asset quality.  As of September 30, 2005, the company believes it is in compliance with all covenants.

Note 4 - Earnings per Share

          The following schedule reconciles the numerators and denominators of the basic and diluted earnings per share computations for the three months and nine months ended September 30, 2005 and 2004.  Dilutive common shares arise from the potentially dilutive effect of the company's stock options and warrants that are outstanding.  The assumed conversion of stock options and warrants can create a difference between basic and dilutive net income per common share.  The average dilutive shares have been computed utilizing the "treasury stock" method.

 

Three months ended September 30,

 

2005

 

2004

Basic Earnings Per Share

 Average common shares

2,659,725

1,788,864 

 Net income

 $

927,321 

 $

506,906

 Earnings per share

 $

0.35 

 $

0.28

Diluted Earnings Per Share

 Average common shares

2,659,725

1,788,864 

 Average dilutive common shares

271,638 

256,099 

 Adjusted average common shares

2,931,363

2,044,963 

 Net income

 $

927,321 

 $

506,906

 Earnings per share

 $

0.32 

 $

0.25

 


 

Nine months ended September 30,

 

 

 

2005

 

2004

Basic Earnings Per Share

 Average common shares

2,655,731

1,746,617

 Net income

 $

2,409,127 

 $

1,308,707

 Earnings per share

 $

0.91 

 $

0.75

Diluted Earnings Per Share

 Average common shares

2,655,731 

1,746,617

 Average dilutive common shares

269,594 

267,110

 Adjusted average common shares

2,925,325 

2,013,727 

 Net income

 $

2,409,127 

 $

1,308,707

 Earnings per share

 $

0.82 

 $

0.65


Note 5 - Stock Based Compensation

              The company has a stock-based employee compensation plan.  The company accounts for the plan under the recognition and measurement principles of Accounting Principles Board ("APB") Opinion No. 25, Accounting for Stock Issued to Employees, and related Interpretations.  No stock-based employee compensation cost is reflected in net income, as all stock options granted under these plans had an exercise price equal to the market value of the underlying common stock on the date of grant.  The following table illustrates the effect on net income and earnings per share if the company had applied the fair value recognition provisions of Financial Accounting Standards Board ("FASB"), Statement of Financial Accounting Standards ("SFAS") No. 123, Accounting for Stock-Based Compensation, to stock-based employee compensation.

 

For the three months ended

 

September 30,

 

2005

 

2004

 

Net income, as reported

 $

927,321 

 $

506,906 

Deduct:  Total stock-based employee

compensation expense determined under fair value based method

for all awards,  net of related tax effects

(17,992)

(20,719)

Pro forma net income

 $

909,329 

 $

486,187 

Earnings  per common share

Basic - as reported

 $

0.35 

 $

0.28 

Basic - pro forma

 $

0.34 

 $

0.27 

Diluted - as reported

 $

0.32 

 $

0.25 

Diluted - pro-forma

 $

0.31 

 $

0.24 

           

For the nine months ended

 

September 30,

 

2005

 

2004

 

Net income, as reported

 $

2,409,127 

 $

1,308,707 

Deduct:  Total stock-based employee

compensation expense determined under fair value based method

for all awards,  net of related tax effects

(53,976)

(62,157)

Pro forma net income

 $

2,355,151 

 $

1,246,550 

Earnings  per common share

Basic - as reported

 $

0.91 

 $

.75 

Basic - pro forma

 $

0.89 

 $

.71 

Diluted - as reported

 $

0.82 

 $

.65 

Diluted - pro-forma

 $

0.81 

 $

.62 

                The fair value of the option grant is estimated on the date of grant using the Black-Scholes option-pricing model.  The following assumptions were used for grants: expected volatility of 10% for 2004, risk-free interest rate of 3.00% for 2004, expected lives of the options 10 years, and the assumed dividend rate was zero.  No options were granted during the nine months ended September 30, 2005.


Item 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations .

The following discussion reviews our results of operations and assesses our financial condition.  You should read the following discussion and analysis in conjunction with the accompanying consolidated financial statements.  The commentary should be read in conjunction with the discussion of forward-looking statements, the financial statements and the related notes and the other statistical information included in this report.


DISCUSSION OF FORWARD-LOOKING STATEMENTS

          This report contains "forward-looking statements" relating to, without limitation, future economic performance, plans and objectives of management for future operations, and projections of revenues and other financial items that are based on the beliefs of management, as well as assumptions made by and information currently available to management.  The words "may," "will," "anticipate," "should," "would," "believe," "contemplate," "expect," "estimate," "continue," and "intend," as well as other similar words and expressions of the future, are intended to identify forward-looking statements.  Our actual results may differ materially from the results discussed in the forward-looking statements, and our operating performance each quarter is subject to various risks and uncertainties that are discussed in detail in our filings with the Securities and Exchange Commission, including, without limitation:

•         significant increases in competitive pressure in the banking and financial services industries;

•         changes in the interest rate environment which could reduce anticipated or actual margins;

•         changes in political conditions or the legislative or regulatory environment;

•         general economic conditions, either nationally or regionally and especially in our primary service area, becoming less favorable than expected resulting in, among other things, a deterioration in credit quality;

•         changes occurring in business conditions and inflation;

•         changes in technology;

•         changes in monetary and tax policies;

•         the level of allowance for loan loss;

•         the rate of delinquencies and amounts of charge-offs;

•         the rates of loan growth and the lack of seasoning of our loan portfolio;

•         adverse changes in asset quality and resulting credit risk-related losses and expenses;

•         loss of consumer confidence and economic disruptions resulting from terrorist activities;

•         changes in the securities markets; and

•         other risks and uncertainties detailed from time to time in our filings with the Securities and Exchange Commission

Overview

  We were incorporated in March 1999 to organize and serve as the holding company for Greenville First Bank, N.A.  Since we opened our bank in January 2000, we have experienced consistent growth in total assets, loans, deposits, and shareholders' equity, which has continued during the first nine months of 2005.  To support this growth, we conducted an underwritten public offering of our common stock in September and October 2004.  On September 24, 2004 and October 15, 2004, we sold 800,000 and 120,000 shares, respectively, of common stock.  The net proceeds from this offering were approximately $15.0 million.

Like most community banks, we derive the majority of our income from interest received on our loans and investments.  Our primary source of funds for making these loans and investments is our deposits, on which we pay interest.  Consequently, one of the key measures of our success is our amount of net interest income, or the difference between the income on our interest-earning assets, such as loans and investments, and the expense on our interest-bearing liabilities, such as deposits and borrowings.  Another key measure is the spread between the yield we earn on these interest-earning assets and the rate we pay on our interest-bearing liabilities, which is called our net interest spread. 

There are risks inherent in all loans, so we maintain an allowance for loan losses to absorb probable losses on existing loans that may become uncollectible.  We maintain this allowance by charging a provision for loan losses against our operating earnings for each period.  We have included a detailed discussion of this process, as well as several tables describing our allowance for loan losses.


In addition to earning interest on our loans and investments, we earn income through fees and other charges to our customers.  We have also included a discussion of the various components of this noninterest income, as well as of our noninterest expense.

               The following discussion and analysis also identifies significant factors that have affected our financial position and operating results during the periods included in the accompanying financial statements.  We encourage you to read this discussion and analysis in conjunction with our financial statements and the other statistical information included in our filings with the Securities and Exchange Commission.

Critical Accounting Policies

          We have adopted various accounting policies that govern the application of accounting principles generally accepted in the United States and with general practices within the banking industry in the preparation of our financial statements.  Our significant accounting policies are described in the footnotes to our audited consolidated financial statements as of December 31, 2004, as filed in our annual report on Form 10-KSB.

            Certain accounting policies involve significant judgments and assumptions by us that have a material impact on the carrying value of certain assets and liabilities.  We consider these accounting policies to be critical accounting policies.  The judgment and assumptions we use are based on historical experience and other factors, which we believe to be reasonable under the circumstances.  Because of the nature of the judgment and assumptions we make, actual results could differ from these judgments and estimates that could have a material impact on the carrying values of our assets and liabilities and our results of operations.

            We believe the allowance for loan losses is the critical accounting policy that requires the most significant judgment and estimates used in preparation of our consolidated financial statements.  Some of the more critical judgments supporting the amount of our allowance for loan losses include judgments about the credit worthiness of borrowers, the estimated value of the underlying collateral, the assumptions about cash flow, determination of loss factors for estimating credit losses, the impact of current events, and conditions, and other factors impacting the level of probable inherent losses.  Under different conditions, the actual amount of credit losses incurred by us may be different from management's estimates provided in our consolidated financial statements.  Refer to the portion of this discussion that addresses our allowance for loan losses for a more complete discussion of our processes and methodology for determining our allowance for loan losses.

Effect of Economic Trends

              During the year ended December 31, 2004, our rates on both short-term or variable rate earning assets and short-term or variable rate interest-bearing liabilities declined primarily as a result of the previous actions taken by the Federal Reserve to lower short-term rates.  Our rates on both short-term or variable earning assets and short-term or variable rate interest-bearing liabilities began to increase in the third quarter of 2004 as a result of actions taken by the Federal Reserve to increase short-term rates.

              During the first six months of 2004, many economists believed the economy began to show signs of strengthening.  After operating under historically low interest rates during the first half of 2004, the Federal Reserve increased the short-term interest rate five times for a total of 125 basis points in the second half of 2004. During the first nine months of 2005, the Federal Reserve continued to increase rates an additional 150 basis points.  Many economists believe that the Federal Reserve will continue to increase rates during the remainder of 2005. However, no assurance can be given that the Federal Reserve will take such action.


Results of Operations

Income Statement Review

Summary

 Three months ended September 30, 2005 and 2004

            Our net income was $927,321 and $506,906 for the three months ended September 30, 2005 and 2004, respectively, an increase of $420,415, or 82.9%.  The $420,415 increase in net income resulted primarily from an increase of $913,738 in net interest income and a decrease of $150,000 in the provision for loan losses which was partially offset by $403,272 of additional noninterest expense and a $257,481 increase in income tax expense.  Our efficiency ratio has continued to improve because our net interest income and other income continue to increase at a higher rate than the increases in our overhead expenses.  Our efficiency ratio was 48.0% and 49.8% for the three months ended September 30, 2005 and 2004, respectively. 

 Nine months ended September 30, 2005 and 2004

            Our net income was $2,409,127 and $1,308,707 for the nine months ended September 30, 2005 and 2004, respectively, an increase of $1,100,420, or 84.1%.  The $1,100,420 increase in net income resulted primarily from an increase of $2,622,237 in net interest income and a decrease of $190,000 in the provision for loan losses which was partially offset by $1,122,964 of additional noninterest expense and a $674,252 increase in income tax expense.  Our efficiency ratio has continued to improve because our net interest income and other income continue to increase at a higher rate than the increases in our overhead expenses.  Our efficiency ratio was 49.5% and 52.7% for the nine months ended September 30, 2005 and 2004, respectively. 

Net Interest Income

              Our level of net interest income is determined by the level of earning assets and the management of our net interest margin.  The continuous growth in our loan portfolio is the primary driver of the increase in net interest income.  During the nine months ended September 30, 2005, our average loan portfolio increased $69.2 million compared to the average for the nine months ended September 30, 2004.  The growth in the first nine months of 2005 was $69.6 million.  We anticipate the growth in loans will continue to drive the growth in assets and the growth in net interest income.  However, no assurance can be given that we will be able to continue to increase loans at the same levels we have experienced in the past. 

               Our decision to grow the loan portfolio at the current pace created the need for a higher level of capital and the need to increase deposits and borrowings.  This loan growth strategy also resulted in a significant portion of our assets being in higher earning loans than in lower yielding investments.  At September 30, 2005, loans represented 85.2% of total assets, while investments and federal funds sold represented 11.6% of total assets.  While we plan to continue our focus on increasing the loan portfolio, as rates on investment securities begin to rise and additional deposits are obtained, we also anticipate increasing the size of the investment portfolio.  We also intend to maintain a capital level for the bank that exceeds the Office of the Comptroller of the Currency (OCC) requirements to be classified as a "well capitalized" bank.

                The historically low interest rate environment in the last three years allowed us to obtain short-term borrowings and wholesale certificates of deposit at rates that were lower than certificate of deposit rates being offered in our local market.  Therefore, we decided not to begin our retail deposit office expansion program until the beginning of 2005.  This funding strategy allowed us to continue to operate in one location, maintain a smaller staff, and not incur marketing costs to advertise deposit rates, which in turn allowed us to focus on the fast growing loan portfolio.  At September 30, 2005, retail deposits represented $153.7 million, or 41.0% of total assets, borrowings represented $103.9 million, or 27.7% of total assets, and wholesale out-of-market deposits represented $83.2 million, or 22.2% of total assets.


In anticipation of rising interest rates, we opened one retail deposit office in March of 2005 and a second retail deposit office in the beginning of November 2005.  We plan to focus our efforts in these two locations to obtain low cost transaction accounts that are less affected by rising rates.  Also, in anticipation of rising rates, during the first three months of 2005 we offered aggressive rates on retail certificates of deposits.  In conjunction with the new retail office, we anticipate offering aggressive rates to obtain checking accounts and new money market accounts.  We anticipate that the higher rates being offered may increase our overall cost of funds.  Our goal is to increase both the percentage of assets being funded by "in market" retail deposits and to increase the percentage of low-cost transaction accounts to total deposits.  No assurance can be given that these objectives will be achieved; however, we anticipate that the two additional retail deposit offices will assist us in meeting these objectives.  We also anticipate the current deposit promotion and the opening of the two new offices will have a negative impact on earnings in the years ending 2005 and 2006.  However, we believe that these two strategies will provide additional clients in our local market and will provide a lower alternative cost of funding in a higher or rising interest rate environment, which we believe will increase earnings in future periods.

As more fully discussed in the - "Market Risk" and - "Liquidity and Interest Rate Sensitivity" sections below, at September 30, 2005, 65.7% of our loans had variable rates.  In anticipation of rising rates, during the first six months in 2005, we extended the maturities on various FHLB advances and wholesale certificates of deposit.  This strategy improves our ability to manage the impact on our earnings resulting from anticipated increases in market interest rates.  At September 30, 2005, 70.0% of interest-bearing liabilities had a maturity of less than one year.   Therefore, we believe that we are positioned to benefit from future increases in short-term rates.  At September 30, 2005, we had $79.3 million more assets than liabilities that reprice within the next three months.  Accordingly, we believe that our net interest spread may continue to increase if further action is taken by the Federal Reserve to continue to increase short-term rates.

During the three months and nine months ended September 30, 2005, our rates on both short-term or variable rate earning-assets and short-term or variable rate interest-bearing liabilities began to increase primarily as a result of the actions taken by the Federal Reserve over the last twelve months to raise short-term rates.   The impact of the Federal Reserve's actions resulted in an increase in both the yields on our variable rate assets and the rates that we paid for our short-term deposits and borrowings.  Our net interest spread increased slightly since more of our rate sensitive assets repriced sooner than our rate sensitive liabilities during the 12 month period ending September 30, 2005.  We have chosen to limit the exposure to changes in short-term rates by targeting to have the majority of our assets reprice within one year.  We are also targeting to have approximately the same level of liabilities to reprice within the same twelve month period.  Our net interest spread for the three month and nine month periods ended September 30, 2005 was 3.02% and 2.99%, respectively.  Because we had more interest-earning assets than interest-bearing liabilities that repriced, our net interest spread increased 5 basis points in the three months ended September 30, 2005 and by 2 basis points in the nine months ended September 30, 2005, compared to the same respective periods in 2004.

In addition to the growth in both assets and liabilities, and the timing of repricing of our assets and liabilities, net interest income is also affected by the ratio of interest-earning assets to interest-bearing liabilities.                                                         

For the three months and nine months ended September 30, 2005, our net interest margin was 3.45% and 3.39%, respectively.  The change in our net interest margin was 25 basis points higher than the change in net interest spread for the three month period ended September 30, 2005 and 22 basis points higher for the nine month period ended September 30, 2005 when compared to the same periods in 2004.  The additional 25 and 22 basis points resulted primarily because our interest-earning assets exceeded interest-bearing liabilities by $47.1 million and $44.6 million for the three and nine month periods ended September 30, 2005, respectively, compared to $22.7 million and $22.4 million for the same periods in 2004.  These changes are primarily a result from the impact of the secondary offering that was completed in the last half of 2004.

We have included a number of tables to assist in our description of various measures of our financial performance.  For example, the "Average Balances" tables show the average balance of each category of our assets and liabilities as well as the yield we earned or the rate we paid with respect to each category during both the three months ended September 30, 2005 and 2004 and the first nine months of 2005 and 2004.  A review of these tables shows that our loans typically provide higher interest yields than do other types of interest-earning assets, which is why we direct a substantial percentage of our earning assets into our loan portfolio.  Similarly, the "Rate/Volume Analysis" tables help demonstrate the effect of changing interest rates and changing volume of assets and liabilities on our financial condition during the periods shown.  A review of these tables shows the significant poriton of the increase in net interest income results from the changes in volume.  We also track the sensitivity of our various categories of assets and liabilities to changes in interest rates, and we have included tables to illustrate our interest rate sensitivity with respect to interest-earning accounts and interest-bearing accounts.  Finally, we have included various tables that provide detail about our investment securities, our loans, our deposits, and other borrowings.


 

The following tables set forth information related to our average balance sheets, average yields on assets, and average costs of liabilities.  We derived these yields by dividing income or expense by the average balance of the corresponding assets or liabilities.  We derived average balances from the daily balances throughout the periods indicated.  During the nine months ended September 30, 2005 and 2004, all investments were taxable.  During the same periods, we had no interest-bearing deposits in other banks or any securities purchased with agreements to resell.  All investments were owned at an original maturity of over one year.  Nonaccrual loans are included in the following tables.  Loan yields have been reduced to reflect the negative impact on our earnings of loans on nonaccrual status.  The net of capitalized loan costs and fees are amortized into interest income on loans.

Average Balances, Income and Expenses, and Rates

For the Three Months Ended September 30,

2005

2004

Average

Income/

Yield/

Average

Income/

Yield/

Balance

Expense

Rate(1)

Balance

Expense

Rate(1)

(Dollars in thousands)

Earnings

Fed funds sold

$

2,284 

$

18 

3.13%

$

1,760 

$

1.36%

Investment securities

37,174 

416 

4.44%

20,883 

225 

4.29%

Loans

317,680 

5,235 

6.54%

253,807 

3,404 

5.34%

 Total earning-assets

357,138 

5,669 

6.30%

276,450 

3,635 

5.23%

Non-earning assets

7,034 

7,903 

 Total assets

364,172 

284,353 

Interest-bearing liabilities

NOW accounts

27,049 

97 

1.42%

26,339 

97 

1.47%

Savings & money market

44,305 

208 

1.86%

48,971 

196 

1.59%

Time deposits

140,273 

1,324 

3.74%

92,827 

650 

2.79%

Total interest-bearing deposits

211,627 

1,629 

3.05%

168,137 

943 

2.23%

FHLB advances

75,185 

676 

3.57%

63,071 

346 

2.18%

Other borrowings

23,224 

259 

4.42%

22,573 

155 

2.73%

 Total interest-bearing liabilities

310,036 

2,564 

3.28%

253,781 

1,444 

2.26%

Non-interest bearing liabilities

23,648 

17,143 

Shareholders' equity

30,488 

13,429 

Total liabilities and shareholders' equity

$

364,172 

$

284,353 

Net interest spread

3.02%

2.97%

Net interest income / margin

$

3,105 

3.45%

$

2,191 

3.15%

    (1) Annualized for the three month period.

Our net interest spread was 3.02% for the three months ended September 30, 2005, compared to 2.97% for the three months ended September 30, 2004.

Our net interest margin for the three months ended September 30, 2005 was 3.45%, compared to 3.15% for the three months ended September 30, 2004.  During the three months ended September 30, 2005, earning assets averaged $357.1 million, compared to $276.5 million in the three months ended September 30, 2004.  Interest earning assets exceeded interest bearing liabilities by $47.1 million and $22.7 million for the three month periods ended September 30, 2005 and 2004, respectively.  Our higher level of interest-earning assets compared to interest-bearing liabilities in the 2005 period resulted from the proceeds from the secondary offering that was completed in the third and fourth quarters of 2004.  Our net interest spread increased 5 basis points in the third quarter of 2005 while the net interest margin increased 30 basis points.  Our net margin increased more than the net interest spread primarily as a result of additional capital raised during the second half of 2004.


Our loan yield increased 120 basis points for the three months ended September 30, 2005 compared to the three months ended September 30, 2004 as a result of approximately two thirds of the loan portfolio having variable rates, combined with the increase in prime rates over the twelve months ended September 30, 2005.  Our deposit cost also increased as a result of our decision to aggressively market interest-bearing transaction accounts by paying an above market rate.  Also, we extended the maturity dates on various jumbo time deposits.  These decisions along with the higher overall market rates resulted in the deposit costs in the third quarter of 2005 being 82 basis points higher than in the third quarter of 2004.  In addition to the impact of the increase in short-term borrowing rates on variable FHLB advances, we also extended the maturities of various FHLB advances resulting in higher borrowing costs in the third quarter of 2005 compared to 2004.  The 169 basis point increase in other borrowed funds in the third quarter of 2005 compared to the same period in 2004 resulted from the impact of the 200 basis point increase in short-term market rates.  All the other borrowings rates are tied to short-term market interest rates. 

Net interest income, the largest component of our income, was $3.1 million and $2.2 million for the three months ended September 30, 2005 and 2004, respectively.  The significant increase in the third quarter of 2005 related to higher levels of both average earning assets and interest-bearing liabilities.  Average earning assets were $80.7 million higher during the three months ended September 30, 2005 compared to the same period in 2004. 

The $913,738 increase in net interest income for the three months ended September 30, 2005 compared to the same period in 2004 resulted primarily from a $717,000 increase in net interest income related to the impact of higher average earning assets and interest-bearing liabilities in the three months ended September 30, 2005 compared to the same period in 2004.  The remaining increase is largely a result of the impact of higher interest rates on both interest-earning assets and interest-bearing liabilities.

Interest income for the three months ended September 30, 2005 was $5.7 million, consisting of $5.2 million on loans, $416,249 on investments, and $18,436 on federal funds sold.  Interest income for the three months ended September 30, 2004 was $3.6 million, consisting of $3.4 million on loans, $224,993 on investments, and $6,184 on federal funds sold.  Interest on loans for the three months ended September 30, 2005 and 2004 represented 92.3% and 93.6%, respectively, of total interest income, while income from investments and federal funds sold represented only 7.7% and 6.4% of total interest income.  The high percentage of interest income from loans relates to our strategy to maintain a significant portion of our assets in higher earning loans compared to lower yielding investments.  Average loans represented 89.0% and 91.8% of average interest-earning assets for the three months ended September 30, 2005 and 2004, respectively.  Included in interest income on loans for the three months ended September 30, 2005 and 2004, was $164,185 and $115,641, respectively, related to the net amortization of loan fees and capitalized loan origination costs.

Interest expense for the three months ended September 30, 2005 was $2.6 million, consisting of $1.6 million related to deposits and $935,121 related to borrowings.  Interest expense for the three months ended September 30, 2004 was $1.4 million, consisting of $943,048 related to deposits and $501,075 related to borrowings.  Interest expense on deposits for the three months ended September 30, 2005 and 2004 represented 63.5% and 65.3%, respectively, of total interest expense, while interest expense on borrowings represented 36.5% and 34.7%, respectively, of total interest expense for the same three month periods.  The lower percentage of interest expense on deposits and the higher percentage of interest on borrowings for the three months ended September 30, 2005 compared to the three months ended September 30, 2004 resulted from our decisions to delay our retail deposit office expansion program and instead utilize additional borrowings from the FHLB and from the sale of securities under agreements to repurchase with brokers.   During the three months ended September 30, 2005, average interest-bearing deposits increased by $43.5 million over the same period in 2004, while FHLB and other borrowing during the three months ended September 30, 2005 increased $12.8 million over the same period in 2004.  During the three months ended September 30, 2005, we were able to pledge additional collateral to the FHLB, allowing us the ability to increase our FHLB borrowings.  Both the short-term borrowings from the FHLB and the sale of securities under agreements to repurchase provide us with the opportunity to obtain low cost funding with various maturities similar to the maturities on our loans and investments. 



Average Balances, Income and Expenses, and Rates

For the Nine Months Ended September 30,

2005

2004

Average

Income/

Yield/

Average

Income/

Yield/

Balance

Expense

Rate(1)

Balance

Expense

Rate(1)

(Dollars in thousands)

Earnings

Fed funds sold

$

2,275 

$

52 

3.06%

$

1,937 

$

15 

1.03%

Investment securities

37,412 

1,251 

4.47%

20,736 

670 

4.32%

Loans

304,201 

14,177 

6.23%

234,965 

9,093 

5.17%

 Total earning-assets

343,888 

15,480 

6.02%

257,638 

9,778 

5.07%

Non-earning assets

6,166 

7,421 

 Total assets

$

350,054 

$

265,059 

Interest-bearing liabilities

NOW accounts

28,383 

296 

1.39%

22,741 

219 

1.29%

Savings & money market

46,573 

606 

1.74%

38,685 

394 

1.36%

Time deposits

126,687 

3,335 

3.52%

99,722 

1,898 

2.54%

Total interest-bearing deposits

201,643 

4,237 

2.81%

161,148 

2,511 

2.08%

FHLB advances

73,468 

1,822 

3.32%

52,388 

792 

2.02%

Other borrowings

24,322 

714 

3.92%

21,691 

390 

2.40%

 Total interest-bearing liabilities

299,433 

6,773 

3.03%

235,227 

3,693 

2.10%

Non-interest bearing liabilities

21,244 

17,476 

Shareholders' equity

29,377 

12,356 

Total liabilities and shareholders' equity

$

350,054

$

265,059

Net interest spread

2.99%

2.97%

Net interest income / margin

$

8,707 

3.39%

$

6,085 

3.15%

    (1) Annualized for the nine month period.

Our net interest spread was 2.99% for the nine months ended September 30, 2005, compared to 2.97% for the nine months ended September 30, 2004.

Our net interest margin for the nine months ended September 30, 2005 was 3.39%, compared to 3.15% for the nine months ended September 30, 2004.  During the nine months ended September 30, 2005, earning assets averaged $343.9 million, compared to $257.6 million in the nine months ended September 30, 2004.  Interest earning assets exceeded interest bearing liabilities by $44.5 million and $22.4 million for the nine month periods ended September 30, 2005 and 2004, respectively.  Our higher level of interest-earning assets compared to interest-bearing liabilities in the 2005 period resulted from the proceeds from the secondary offering that was completed in the third and fourth quarters of 2004.  Our net interest spread increased 2 basis points in the first nine months of 2005 while the net interest margin increased 24 basis points.  Our net margin increased more than the net interest spread primarily as a result of additional capital raised during the second half of 2004. 

Our loan yield increased 106 basis points for the nine months ended September 30, 2005 compared to the nine months ended September 30, 2004 as a result of approximately two thirds of the loan portfolio having variable rates, combined with the increase in prime rates over the twelve months ended September 30, 2005.  Our deposit cost increased as a result of our decision to aggressively market interest-bearing transaction accounts by paying an above market rate.  Also, we extended the maturity dates on various jumbo time deposits.  These decisions along with the higher overall market rates resulted in the deposit costs in the first nine months of 2005 being 73 basis points higher than in the first nine months of 2004.  In addition to the impact of the increase in short-term borrowing rates on variable FHLB advances, we also extended the maturities of various FHLB advances resulting in higher borrowing costs in the first nine months of 2005 compared to 2004.  The 152 basis point increase in other borrowed funds in the first nine months of 2005 compared to the same period in 2004 resulted from the impact of the 200 basis point increase in short-term market rates.  All the other borrowings rates are tied to short-term market interest rates. 



                Net interest income, the largest component of our income, was $8.7 million and $6.1 million for the nine months ended September 30, 2005 and 2004, respectively.  The significant increase in the nine months of 2005 related to higher levels of both average earning assets and interest-bearing liabilities.  Average earning assets were $86.3 million higher during the nine months ended September 30, 2005 compared to the same period in 2004. 

The $2.6 million increase in net interest income for the nine months ended September 30, 2005 compared to the same period in 2004 resulted primarily from a $2.2 million increase in net interest income related to the impact of higher average earning assets and interest-bearing liabilities in the nine months ended September 30, 2005 compared to the same period in 2004.  The remaining increase is largely a result of the impact of higher interest rates on both interest-earning and interest-bearing liabilities.

Interest income for the nine months ended September 30, 2005 was $15.5 million, consisting of $14.2 million on loans, $1.3 million on investments, and $51,756 on federal funds sold.  Interest income for the nine months ended September 30, 2004 was $9.8 million, consisting of $9.1 million on loans, $670,171 on investments, and $15,477 on federal funds sold.  Interest on loans for the nine months ended September 30, 2005 and 2004 represented 91.6% and 93.0%, respectively, of total interest income, while income from investments and federal funds sold represented only 8.4% and 7.0% of total interest income.  The high percentage of interest income from loans relates to our strategy to maintain a significant portion of our assets in higher earning loans compared to lower yielding investments.  Average loans represented 88.5% and 91.2% of average interest-earning assets for the nine months ended September 30, 2005 and 2004, respectively.  Included in interest income on loans for the nine months ended September 30, 2005 and 2004, was $441,024 and $347,960, respectively, related to the net amortization of loan fees and capitalized loan origination costs.

Interest expense for the nine months ended September 30, 2005 was $6.8 million, consisting of $4.2 million related to deposits and $2.6 million related to borrowings.  Interest expense for the nine months ended September 30, 2004 was $3.7 million, consisting of $2.5 million related to deposits and $1.2 million related to borrowings.  Interest expense on deposits for the nine months ended September 30, 2005 and 2004 represented 62.6% and 68.0%, respectively, of total interest expense, while interest expense on borrowings represented 37.4% and 32.0%, respectively, of total interest expense for the same periods.  The lower percentage of interest expense on deposits and the higher percentage of interest on borrowings for the nine months ended September 30, 2005 compared to the nine months ended September 30, 2004 resulted from our decisions to delay our retail deposit office expansion program and instead utilize additional borrowings from the FHLB and from the sale of securities under agreements to repurchase with brokers.   During the nine months ended September 30, 2005, average interest-bearing deposits increased by $40.5 million over the same period in 2004, while FHLB and other borrowings during the nine months ended September 30, 2005 increased $23.7 million over the same period in 2004.  During the nine months ended September 30, 2005, we were able to pledge additional collateral to the FHLB, allowing us the ability to increase our FHLB borrowings.  Both the short-term borrowings from the FHLB and the sale of securities under agreements to repurchase provide us with the opportunity to obtain low cost funding with various maturities similar to the maturities on our loans and investments. 



Rate/Volume Analysis

             Net interest income can be analyzed in terms of the impact of changing interest rates and changing volume.  The following tables set forth the effect which the varying levels of interest-earning assets and interest-bearing liabilities and the applicable rates have had on changes in net interest income for the periods presented.

                                                                            

Three Months Ended

 

September 30, 2005 vs. 2004

 

September 30, 2004 vs. 2003

 

Increase (Decrease) Due to

Increase (Decrease) Due to

 

Volume

 

Rate

Rate/
Volume

Total

Volume

 

Rate

Rate/
Volume

Total  

(Dollars in thousands)

 

Interest income

 

 

 Loans

$

863 

$

773 

$

195 

$

1,831 

$

938 

$

87 

$

26 

$

1,051 

 Investment securities

177 

191 

78 

86 

 Federal funds sold

12 

      Total interest income

1,042 

789

203 

2,034 

1,017 

94 

29 

1,140 

Interest expense

 

 Deposits

253 

341 

91 

685 

161 

79 

17 

257 

 FHLB advances

67 

221 

42 

330 

192 

(1)

(3)

188 

 Other borrowings

97 

105 

67 

 

67 

      Total interest expense

325 

659 

136 

1,120 

420 

78 

14 

512 

Net interest income

$

717 

$

130 

$

67 

$

914 

$

597 

$

16 

$

15 

$

628 

                                                                             

Nine Months Ended

September 30, 2005 vs. 2004

 

September 30, 2004 vs. 2003

Increase (Decrease) Due to

Increase (Decrease) Due to

 

 

 

Rate/

 

 

 

 

Rate/

 

Volume

 

Rate

 

Volume

 

Total

 

Volume

 

Rate

 

Volume

 

Total

Interest income

(Dollars in thousands)

 Loans

 

 Investment securities

$

2,673 

$

1,863 

$

549 

$

5,085 

$

2,710 

$

(202)

$

(74)

$

2,434 

 Federal funds sold

538 

24 

19 

581 

281 

28 

23 

332 

      Total interest income

29 

37 

-  

3,214 

1,916 

573 

5,703 

2,991 

(174)

(51)

2,766 

Interest expense

 Deposits

 

622

885 

220

1,727

551 

(113)

(25)

413 

 FHLB advances

318 

508 

204 

1,030 

456 

(42)

(46)

368

 Other borrowings

47 

247 

30 

324 

240 

(5)

(8)

227 

      Total interest expense

987 

1,640 

454 

3,081 

1,247 

(160)

(79)

1,008 

Net interest income

$

2,227 

$

276

$

119

$

2,622

$

1,744 

$

(14)

$

28 

$

1,758 

 

 


Provision for Loan Losses

          We have established an allowance for loan losses through a provision for loan losses charged as an expense on our statement of income.  We review our loan portfolio periodically to evaluate our outstanding loans and to measure both the performance of the portfolio and the adequacy of the allowance for loan losses.  Please see the discussion below under "Balance Sheet Review - Provision and Allowance for Loan Losses" for a description of the factors we consider in determining the amount of the provision we expense each period to maintain this allowance.



           Three months ended September 30, 2005 and 2004

          
For the three months ended September 30, 2005 and 2004, there was a noncash expense related to the provision for loan losses of $225,000 and $375,000, respectively.  The additional provisions and net recoveries on charged-off loans added to our allowance for loan losses in the three months ended September 30, 2005 and 2004.  The net increase in the allowance for loan losses was $207,656 and $397,463 for the three months ended September 30, 2005 and 2004, respectively.  The allowance for loan losses increased $17,344 less than the provision for loan losses in the three months ended September 30, 2005 because we reported net charge-offs of $17,344 in the three month period. The $17,344 net charge-offs during the third quarter 2005 represented less than 0.01% of the average outstanding loan portfolio for the three months ended September 30, 2005. The allowance for loan losses at September 30, 2004 increased more than the amount of the provision for loan losses as a result of a $22,463 recovery combined with no charge-offs in the three month period.  The $207,656 and the $397,463 increases in the allowance for the three months ended September 30, 2005 and 2004, respectively, related to our decision to increase the allowance in response to the $13.1 million and the $20.2 million growth in loans for the three months ended September 30, 2005 and 2004, respectively.  The loan loss reserve was $4.6 million and $3.6 million as of September 30, 2005 and 2004, respectively.  The allowance for loan losses as a percentage of gross loans was 1.41% at September 30, 2005 and 1.33% at September 30, 2004, while the percentage of nonperforming loans to gross loans was 0.38% and 0.07% at September 30, 2005 and 2004, respectively.

           Nine months ended September 30, 2005 and 2004

           
For the nine months ended September 30, 2005 and 2004, there was a noncash expense related to the provision for loan losses of $835,000 and $1,025,000, respectively.  The additional provisions and net recoveries on charged-off loans added to our allowance for loan losses in the nine months ended September 30, 2005 and 2004.  The net increase in the allowance for loan losses was $867,625 and $867,943 for the nine months ended September 30, 2005 and 2004, respectively.  The allowance for loan losses increased $32,625 more than the provision for loan losses in the nine months ended September 30, 2005 as a result of $62,286 in recoveries combined with charge-offs of $29,661 in the nine month period.  The allowance for loan losses at September 30, 2004 did not increase by the entire amount of the provision for loan losses because we reported net charge-offs of $157,057 for the nine months ended September 30, 2004.  The $157,057 net charge-offs during the first nine months of 2004 represented 0.07% of the average outstanding loan portfolio for the nine months ended September 30, 2004.  The $867,625 and the $867,943 increases in the allowance for the nine months ended September 30, 2005 and 2004, respectively, related to our decision to increase the allowance in response to the $44.0 million and the $59.0 million growth in loans for the nine months ended September 30, 2005 and 2004, respectively.  The loan loss reserve was $4.6 million and $3.6 million as of September 30, 2005 and 2004, respectively.  The allowance for loan losses as a percentage of gross loans was 1.41% at September 30, 2005 and 1.33% at September 30, 2004, while the percentage of nonperforming loans to gross loans was 0.38% and 0.07% at September 30, 2005 and 2004, respectively.

Noninterest Income

         
The following tables set forth information related to our noninterest income. 

 

Three months ended

 

Nine months ended

 

September 30,

 

September 30,

 

2005

 

2004

 

2005

 

2004

 

 

Loan fee income

$

42,000 

$

33,860 

$

138,369 

$

100,684 

Service fees on deposits

 

58,446 

71,977 

194,583 

211,705 

Other income

 

101,405 

78,584 

299,768 

234,932 

 Total noninterest income

$

201,851 

$

184,421 

$

632,720 

$

547,321 

 

 

 

 

 

 

 

 

 

Three months ended September 30, 2005 and 2004

Noninterest income in the three month period ended September 30, 2005 was $201,851, an increase of 9.5% over noninterest income of $184,421 in the same period of 2004. 


 

Loan fee income consists primarily of late charge fees, fees from issuance of letters of credit and mortgage origination fees we receive on residential loans funded and closed by a third party.  Loan fees were $42,000 and $33,860 for the three months ended September 30, 2005 and September 30, 2004, respectively.  The $8,140 increase for the three months ended September 30, 2005 compared to the same period in 2004 related primarily to an additional $7,389 in mortgage origination fees and an additional $3,439 in high late charge fees which was offset by a $2,688 decrease in fees received from the issuance of letters of credit.  Mortgage origination fees were $9,787 and $2,398 for the three months ended September 30, 2005 and 2004, respectively, while income related to amortization of fees on letters of credit was $13,082 and $15,770 for the third quarter of 2005 and 2004, respectively.  Late charge fees were $19,131 and $15,692 for the three months ended September 30, 2005 and 2004, respectively. 

Service fees on deposits consist primarily of income from NSF fees and service charges on transaction accounts.  Service fees on deposits were $58,446 and $71,977 for the three months ended September 30, 2005 and 2004, respectively.  While the number of client accounts continues to grow, the $13,531 decrease is primarily related to a significant amount of NSF fees incurred by and charged to one individual customer in the prior year.  NSF income was $33,267 and $45,440 for the three months ended September 30, 2005 and 2004, respectively, representing 56.9% of total service fees on deposits in the 2005 period compared to 63.1% of total service fees on deposits in the 2004 period.   In addition, service charges on deposit accounts decreased to $20,267 from $23,227 for the three months ended September 30, 2005 and 2004, respectively.  The lower service charges are a result of an increase in the earnings credit paid on business checking accounts which offsets the service fees charged on these accounts.

Other income consisted primarily of fees received on ATM transactions and sale of customer checks.  Other income was $101,405 and $78,584 for the three months ended September 30, 2005 and 2004, respectively.  The $22,821 increase resulted primarily from an increase in the volume of ATM transactions for which we receive fees.  ATM transaction fees were $90,038 and $70,789 for the three months ended September 30, 2005 and 2004, respectively.  ATM transaction fees represented 88.8% and 90.1% of total other income for the three months ended September 30, 2005 and 2004, respectively.  Included in noninterest outside service expense is $75,790 and $65,219 related to corresponding transaction costs associated with ATM transaction fees for the three months ended September 30, 2005 and 2004, respectively.  The net impact of the fees received and the related cost of the ATM transactions on earnings for the three months ended September 30, 2005 and 2004 was $14,248 and $5,570, respectively.

Nine months ended September 30, 2005 and 2004

                Noninterest income in the nine month period ended September 30, 2005 was $632,720, an increase of 15.6% over noninterest income of $547,321 in the same period of 2004. 

Loan fee income consists primarily of late charge fees, fees from issuance of letters of credit and mortgage origination fees we receive on residential loans funded and closed by a third party.  Loan fees were $138,369 and $100,684 for the nine months ended September 30, 2005 and September 30, 2004, respectively.  The $37,685 increase for the nine months ended September 30, 2005 compared to the same period in 2004 related primarily to an additional $22,173 in mortgage origination fees, a $6,113 increase in fees related to the issuance of letters of credit and a $9,399 increase in late charge fees.  Mortgage origination fees were $27,994 and $5,821 for the nine months ended September 30, 2005 and 2004, respectively, while income related to amortization of fees on letters of credit was $53,604 and $47,491 for the third quarter of 2005 and 2004, respectively.  Late charge fees were $56,771 and $47,372 for the nine months ended September 30, 2005 and 2004, respectively. 

Service fees on deposits consist primarily of income from NSF fees and service charges on transaction accounts.  Service fees on deposits were $194,583 and $211,705 for the nine months ended September 30, 2005 and 2004, respectively.  While the number of client accounts continues to grow, the $17,122 decrease is primarily related to a significant amount of NSF fees incurred by and charged to one individual customer in the prior year.  NSF income was $116,215 and $130,395 for the nine months ended September 30, 2005 and 2004, respectively, representing 59.7% of total service fees on deposits in the 2005 period compared to 61.6% of total service fees on deposits in the 2004 period.  In addition, service charges on deposit accounts decreased to $64,814 from $70,875 for the nine months ended September 30, 2005 and 2004, respectively.  The lower service charges are a result of an increase in the earnings credit paid on business checking accounts which offsets the service fees that would have been charged on these accounts.



                Other income consisted primarily of fees received on ATM transactions and sale of customer checks.  Other income was $299,768 and $234,932 for the nine months ended September 30, 2005 and 2004, respectively.  The $64,836 increase resulted primarily from an increase in the volume of ATM transactions for which we receive fees.  ATM transaction fees were $262,810 and $210,930 for the nine months ended September 30, 2005 and 2004, respectively.  ATM transaction fees represented 87.7% and 89.8% of total other income for the nine months ended September 30, 2005 and 2004, respectively.  Included in noninterest outside service expense is $218,021 and $189,079 related to corresponding transaction costs associated with ATM transaction fees for the nine months ended September 30, 2005 and 2004, respectively.  The net impact of the fees received and the related cost of the ATM transactions on earnings for the nine months ended September 30, 2005 and 2004 was $44,789 and $21,851, respectively.

Noninterest expenses

             
The following tables set forth information related to our noninterest expenses. 

   

Three months ended

 

Nine months ended

September 30,

 

September 30,

2005

 

2004

 

2005

 

2004

Compensation and benefits

$

837,851 

$

612,118 

$

2,428,499 

$

1,811,640 

Professional fees

67,895 

41,711 

231,821 

141,526 

Marketing

104,834 

61,985 

313,142 

187,943 

Insurance 

39,188 

33,006 

112,749 

94,668 

Occupancy

211,813 

153,580 

582,123 

443,479 

Data processing and related costs

229,167 

208,452 

676,972 

605,227 

Telephone

11,391 

6,454 

34,425 

19,760 

Other 

83,903 

65,464 

239,099 

191,623 

 Total noninterest expense

$

1,586,042 

$

1,182,770 

$

4,618,830 

$

3,495,866 

  Three months ended September 30, 2005 and 2004

We incurred noninterest expenses of $1.6 million for the three months ended September 30, 2005 compared to $1.2 million for the three months ended September 30, 2004.  Average interest-earning assets increased 29.2% during this period, while general and administrative expense increased 34.1%.

For the three months ended September 30, 2005, compensation and benefits, occupancy, and data processing and related costs represented 80.6% of the total noninterest expense compared to 82.4% for the same period in 2004. 

Nine months ended September 30, 2005 and 2004

We incurred noninterest expenses of $4.6 million for the nine months ended September 30, 2005 compared to $3.5 million for the nine months ended September 30, 2004.  Average interest-earning assets increased 33.5% during this period, while general and administrative expense increased 32.1%.

For the nine months ended September 30, 2005, compensation and benefits, occupancy, and data processing and related costs represented 79.8% of the total noninterest expense compared to 81.8% for the same period in 2004. 

The following tables set forth information related to our compensation and benefits. 

Three months ended

 

Nine months ended

September 30,

 

September 30,

2005

 

2004

 

2005

 

2004

Base compensation

$

595,485 

$

415,303 

$

1,687,593 

$

1,226,390 

Incentive compensation

162,000 

159,000 

457,500 

429,000 

 Total compensation

757,485 

574,303 

2,145,093 

1,655,390 

Benefits

113,731 

72,645  

382,496 

251,740 

Capitalized loan origination costs

(33,365)

(34,830)

(99,090)

(95,490)

 Total compensation and benefits

$

837,851 

$

612,118 

$

2,428,499 

$

1,811,640 

 Three months ended September 30, 2005 and 2004

Compensation and benefits expense was $837,851 and $612,118 for the three months ended September 30, 2005 and 2004, respectively.   Compensation and benefits represented 52.8% and 51.8% of our total noninterest expense for the three months ended September 30, 2005 and 2004, respectively.  The $225,733 increase in compensation and benefits in the third quarter of 2005 compared to the same period in 2004 resulted from increases of $180,182 in base compensation,  $3,000 in additional incentive compensation, and $41,086 higher benefits expense. 


The $180,182 increase in base compensation expense related to the cost of 17 additional employees as well as annual salary increases. Seven of the new employees relate to the staff that was hired for the new retail offices that opened in the first quarter of 2005 and early November 2005.  The remaining ten employees were hired primarily to support the growth in both loans and deposit operations.   Incentive compensation represented 19.3% and 26.0 % of total compensation and benefits for the three months ended September 30, 2005 and 2004, respectively.  The incentive compensation expense recorded for the third quarter of 2005 and 2004 represented an accrual of the portion of the estimated incentive compensation earned during the third quarter of the respective year.  Benefits expense increased $41,086 in the third quarter of 2005 compared to the same period in 2004.  Benefits expense represented 13.6% and 11.9% of the total compensation for the three months ended September 30, 2005 and 2004, respectively.

Nine months ended September 30, 2005 and 2004

               
Compensation and benefits expense was $2,428,499 and $1,811,640 for the nine months ended September 30, 2005 and 2004, respectively.   Compensation and benefits represented 52.6% and 51.8% of our total noninterest expense for the nine months ended September 30, 2005 and 2004, respectively.  The $616,859 increase in compensation and benefits in the first nine months of 2005 compared to the same period in 2004 resulted from increases of $461,203 in base compensation,  $28,500 in additional incentive compensation, and $130,756 higher benefits expense.  These amounts were partly offset by an increase of $3,600 in loan origination compensation expense, which is required to be capitalized and amortized over the life of the loan as a reduction of loan interest income.

The $461,203 increase in base compensation expense related to the cost of 17 additional employees as well as annual salary increases. Seven of the new employees relate to the staff that was hired for the new retail offices that opened in the first quarter of 2005 and in early November 2005.  The remaining ten employees were hired primarily to support the growth in both loans and deposit operations.   Incentive compensation represented 18.8% and 23.7% of total compensation and benefits for the nine months ended September 30, 2005 and 2004, respectively.  The incentive compensation expense recorded for the first nine months of 2005 and 2004 represented an accrual of the portion of the estimated incentive compensation earned during the first nine months of the respective year.  Benefits expense increased $130,756 in the nine months ended September 30, 2005 compared to the same period in 2004.  Benefits expense represented 15.8% and 13.9% of the total compensation for the nine months ended September 30, 2005 and 2004, respectively.

                The following tables set forth information related to our data processing and related costs. 

Three months ended

Nine months ended

September 30,

September 30,

2005

 

2004

 

2005

 

2004

Data processing costs

$

111,527 

$

108,909 

$

335,711 

$

313,257 

ATM transaction expense

75,790 

65,219 

218,021 

189,079 

Courier expense

20,509 

19,494 

60,521 

55,517 

Other expenses

21,341 

14,830 

62,719 

47,374 

Total data processing and related costs

$

229,167 

$

208,452 

$

676,972 

$

605,227 

  Data processing and related costs were $229,167 and $208,452 for the three months ended September 30, 2005 and 2004, respectively.   During the first nine months of 2005 and the same period of 2004, our data processing and related costs were $676,972 and $605,227, respectively.

During the three months ended September 30, 2005, our data processing costs for our core processing system were $111,527 compared to $108,909 for the three months ended September 30, 2004.   We have contracted with an outside computer service company to provide our core data processing services.  During the nine months ended September 30, 2005 and 2004, data processing costs were $335,711 and $313,257, respectively.

Data processing costs increased $2,618, or 2.4%, for the three months ended September 30, 2005 compared to the same period in 2004.   For the nine months ended September 30, 2005, data processing costs increased $22,454, or 7.2%, compared to the same period in 2004.  The increases in costs were caused by the higher number of loan and deposit accounts.  A significant portion of the fee charged by the third party processor is directly related to the number of loan and deposit accounts and the related number of transactions. 



               We receive ATM transaction income from transactions performed by our clients.  Since we also outsource this service, we are charged related transaction fees from our ATM service provider.  ATM transaction expense was $75,790 and $65,219 for the three months ended September 30, 2005 and 2004, respectively.    During the first nine months of 2005 and 2004, ATM transaction expense was $218,021 and $189,079, respectively.  The increase relates to the higher transaction volume during the respective periods.

Occupancy expense, which represented 13.4% and 13.0% of total noninterest expense for the three months ended September 30, 2005 and 2004, respectively, increased $58,233.  Occupancy expense was $211,813 and $153,580 for the three months ended September 30, 2005 and 2004, respectively.  For the nine months ended September 30, 2005, occupancy expense increased $138,644 and represented 12.6% and 12.7% of total noninterest expense for the first nine months of 2005 and 2004, respectively.  During the nine months ended September 30, 2005 and 2004, occupancy expense was $582,123 and $443,479.  The increases resulted primarily from the annual increase in rent expense on the Haywood Road office and the increased depreciation expense related to opening our Parkway office in March of 2005.

The remaining $98,591 increase in noninterest expense for the three month period September 30, 2005 compared to the same period in 2004, resulted primarily from a $39,849 increase in marketing expenses and an additional $26,184 in professional fees.   For the nine month period ended September 30, 2005, remaining noninterest expenses increased $295,716 from the same period in 2004.  Of this amount, marketing expenses represented $125,199 of the increase, professional fees represented $90,295, and other expenses increased $47,476.  The increase in marketing expenses relates to expanding our market awareness in the Greenville market, while the additional professional fees relates primarily to additional legal and accounting fees related to the new SEC reporting requirements.  A significant portion of the increase in other expenses was due to increased costs of postage and office supplies, additional staff education and training, and higher dues and subscription costs. 

  Income tax expense was $568,357 for the three months ended September 30, 2005 compared to $310,876 during the same period in 2004.   For the nine months ended September 30, 2005, income tax expense was $1,476,561 compared to $802,309 for the same period in 2004.  The increase related to the higher level of income before taxes.

As described below in Accounting, Reporting and Regulatory Matters, beginning with calendar year 2006, SFAS No. 123(R) will require us to measure all our employee stock-based  compensation awards using a fair value method and record this expense in our financial statements.  Consequently, our noninterest expense in future reporting periods will include a compensation expense for the fair value of stock options we have granted.  If we had been required to report this expense for the nine months ended September 30, 2005, we would have reported an additional compensation expense of $53,976.

Balance Sheet Review

General

                At September 30, 2005, we had total assets of $375.3 million, consisting principally of $319.7 million in loans, $36.3 million in investments, $7.3 million in federal funds sold, and $5.1 million in cash and due from banks.  Our liabilities at September 30, 2005 totaled $344.8 million, which consisted principally of $236.9 million in deposits, $81.5 million in FHLB advances, $16.2 million in short-term borrowings, and $6.2 million in junior subordinated debentures.  At September 30, 2005, our shareholders' equity was $30.5 million.

At December 31, 2004, we had total assets of $315.8 million, consisting principally of $276.6 million in loans, $29.2 million in investments, $1.4 million in federal funds sold, and $3.9 million in cash and due from banks.  Our liabilities at December 31, 2004 totaled $287.7 million, consisting principally of $204.9 million in deposits, $60.7 million in FHLB advances, $13.1 million of short-term borrowings, and $6.2 million of junior subordinated debentures.  At December 31, 2004, our shareholders' equity was $28.1 million.

Federal Funds Sold


                 At September 30, 2005, our federal funds sold were $7.3 million, or 2.0% of total assets.  At December 31, 2004, our $1.4 million in short-term investments in federal funds sold on an overnight basis comprised 0.4% of total assets.    As a result of the historically low yields paid for federal funds sold during 2004, we maintained a lower than normal level of federal funds at December 31, 2004. 



Investments

           
Contractual maturities and yields on our investments that are available for sale and are held to maturity at September 30, 2005 are shown in the following table.  Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.  At September 30, 2005, we had no securities with a maturity of one to five years.

 

 

 

Less than One Year

 

Five to Ten Years

 

Over Ten Years

 

Total

 

 

Amount

Yield

 

Yield

Yield

 

Amount

Yield

 

Amount

Yield

 

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

Available for Sale

 

 

 

 

 

 

 

 

U.S. Government

    sponsored agency

$

1,021  

5.48 %

$

-  

$

-  

$

1,021 

5.48%

Mortgage-backed securities       

-  

1,302  

4.36 %

8,204 

4.42 %

9,506 

4.41%

Total

$

1,021  

5.48 %

$

1,302  

4.36 %

$

8,204 

4.42 %

$

10,527 

4.51%

Held to Maturity

 

 

 

 

Mortgage-backed securities       

$

$

613 

3.58 %

$

19,812 

4.37 %

$

20,425 

4.35 %

                At September 30, 2005, our investments included securities issued by Federal Home Loan Bank, Federal Home Loan Mortgage Corporation, and Federal National Mortgage Association with carrying values of $1.0 million, $4.3 million, and $25.6 million, respectively.

The amortized costs and the fair value of our investments at September 30, 2005 and December 31, 2004 are shown in the following table.

 

 

September 30, 2005

 

December 31, 2004

 

Amortized

 

Fair

 

Amortized

 

Fair

 

Cost

 

Value

 

Cost

 

Value

 

(Dollars in thousands)

Available for Sale

 

U.S. Government

    sponsored agency

$

1,007 

$

1,021 

$

1,014 

$

1,053 

Mortgage-backed securities

9,605 

9,506 

11,070 

11,107 

 Total

$

10,612 

$

10,527  

$

12,084 

$

12,160 

Held to Maturity

Mortgage-backed securities

$

20,425 

$

20,086 

$

13,139 

$

13,089 

                Other investments totaled $5.3 million at September 30, 2005.  Other investments at September 30, 2005 consisted of Federal Reserve Bank stock with a cost of $863,700, an investment in Greenville First Statutory Trust I of $186,000, and Federal Home Loan Bank stock with a cost of $4.3 million. 

At September 30, 2005, we had $36.3 million in our investment securities portfolio which represented approximately 9.7% of our total assets.  Included in our investment securities portfolio were U.S. Government agency securities and mortgage-backed securities with a fair value of $30.6 million and an amortized cost of $31.0 million for an unrealized loss of $425,000.  The Company believes, based on industry analyst reports and credit ratings that the deterioration in value is attributed to changes in market interest rates and not in the credit quality of the issuer and therefore, these losses are not considered other-than-temporary.  The Company has the ability and intent to hold these securities until such time as the value recovers or the securities mature.

At December 31, 2004, the $29.2 million in our investment securities portfolio represented approximately 9.2% of our total assets.  We held U.S. Government agency securities and mortgage-backed securities with a fair value of $25.2 million and an amortized cost of $25.2 million for an unrealized gain of $75,739.  As a result of the strong growth in our loan portfolio and the historical low fixed rates that were available during the last two and one-half years, we have maintained a lower than normal level of investments.  As rates on investment securities rise and additional capital and deposits are obtained, we anticipate increasing the size of the investment portfolio. 


Contractual maturities and yields on our available for sale and held to maturity investments at December 31, 2004 are shown in the following table.  Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.  At December 31, 2004, we had no securities with a maturity of less than one year.

 

 

One to Five Years

 

Five to Ten Years

 

Over Ten Years

 

Total

 

 

Amount

 

Yield

 

Amount

 

Yield

 

Amount

 

Yield

 

Amount

 

Yield

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in thousands)

 

 

 

 

Available for Sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government

    sponsored agency

$

1,053 

5.45 %

$

$

$

1,053 

5.45 %

Mortgage-backed securities

-

1,708 

4.04 %

9,399 

4.14 %

11,107 

4.14 %

Total

$

1,053 

5.45 %

$

1,708 

4.04 %

$

9,399 

4.14 %

$

12,160 

4.24 %

Held to Maturity

 

Mortgage-backed securities

$

$

758 

3.77 %

$

12,381 

4.31 %

$

13,139 

4.28 %

                 At December 31, 2004, our investments included securities issued by Federal Home Loan Bank, Federal Home Loan Mortgage Corporation, and Federal National Mortgage Association with carrying values of $1.1 million, $4.9 million, and $19.3 million, respectively.

Other investments totaled $3.9 million at December 31, 2004.  Other investments at December 31, 2004 consisted of Federal Reserve Bank stock with a cost of $485,150, an investment in Greenville First Statutory Trust I of $186,000, and Federal Home Loan Bank stock with a cost of $3.2 million.   

Loans

          Since loans typically provide higher interest yields than other types of interest earning assets, a substantial percentage of our earning assets are invested in our loan portfolio.  For the nine months ended September 30, 2005 and 2004, average loans were $304.2 million and $235.0 million, respectively.  Before allowance for loan losses, total loans outstanding at September 30, 2005 were $324.3 million.  Average loans for the year ended December 31, 2004 were $248.1 million.  Before allowance for loan losses, total loans outstanding at December 31, 2004 were $280.3 million.

          The principal component of our loan portfolio is loans secured by real estate mortgages.    Most of our real estate loans are secured by residential or commercial property.  We do not generally originate traditional long term residential mortgages, but we do issue traditional second mortgage residential real estate loans and home equity lines of credit.  We obtain a security interest in real estate whenever possible, in addition to any other available collateral.  This collateral is taken to increase the likelihood of the ultimate repayment of the loan.  Generally, we limit the loan-to-value ratio on loans we make to 80%.  Due to the short time our portfolio has existed, the current mix may not be indicative of the ongoing portfolio mix.  We attempt to maintain a relatively diversified loan portfolio to help reduce the risk inherent in concentration in certain types of collateral.



           The following table summarizes the composition of our loan portfolio at September 30, 2005 and December 31, 2004.

 

 

September 30, 2005

 

December 31, 2004

 

Amount

 

%  of Total

 

Amount

 

%  of Total

Real estate:

(Dollars in thousands)

 Commercial:

Owner occupied

$

62,608 

19.3 %

$

54,323 

19.4 %

Non-owner occupied

90,875 

28.0 %

76,284 

27.2 %

Construction

17,935 

5.5 %

12,212 

4.4 %

Total commercial real estate

171,418 

52.8 %

142,819 

51.0 %

Consumer:

Residential

50,711 

15.7 %

46,240 

16.5 %

Home equity

38,258 

11.8 %

35,085 

12.5 %

Construction

6,939 

2.1 %

5,938 

2.1 %

Total consumer real estate

95,908 

 

29.6 %

87,263 

31.1 %

Total real estate

267,326 

 

82.4 %

230,082 

82.1 %

Commercial business

50,168 

15.5 %

44,872 

16.0 %

Consumer-other

7,523 

2.3 %

6,035 

2.1 %

Deferred origination fees, net

(705)

(0.2)%

(642)

(0.2)%

      Total gross loans, net of

          deferred fees

324,312 

100.0 %

280,347 

100.0 %

Less-allowance for loan losses

(4,584)

(3,717)

   Total loans, net

$

319,728 

$

276,630 

 Maturities and Sensitivity of Loans to Changes in Interest Rates

               The information in the following tables is based on the contractual maturities of individual loans, including loans which may be subject to renewal at their contractual maturity.  Renewal of such loans is subject to review and credit approval, as well as modification of terms upon maturity.  Actual repayments of loans may differ from the maturities reflected below because borrowers have the right to prepay obligations with or without prepayment penalties.

The following table summarizes the loan maturity distribution by type and related interest rate characteristics at September 30, 2005.

 

 

After one but within five years

 

 

 

 

 

 

One year or less

 

After five years

 

 

 

 

Total

 

(Dollars in thousands)

 

 

 

Real estate - mortgage

$

46,576 

$

161,753 

$

34,123 

$

242,452 

 

Real estate - construction

7,561 

13,870 

3,443 

24,874 

 

 Total real estate

54,137 

175,623 

37,566 

267,326 

 

 

Commercial business

33,508 

16,371 

289 

50,168 

 

Consumer-other

5,113 

2,038 

372 

7,523 

 

Deferred origination fees, net

(168)

(442)

(95)

(705)

 Total gross loans, net of   deferred fees

$

92,590 

$

193,590 

$

38,132 

$

324,312 

 

Loans maturing after one year with:

 

Fixed interest rates

$

79,458 

 

Floating interest rates

$

152,264 

 

 



                The following table summarizes the loan maturity distribution by type and related interest rate characteristics at December 31, 2004.

 

After one but within five years

 

 

 

 

 

One year or less

After five years

 

 

 

Total

(Dollars in thousands)

Real estate - mortgage

$

36,665 

$

147,199 

$

28,058 

$

211,922 

Real estate - construction

6,093 

8,560 

3,507 

18,160 

 Total real estate

42,758 

155,759 

31,565 

230,082 

Commercial business

27,927 

16,532 

413 

44,872 

Consumer - other

3,328 

2,367 

340 

6,035 

Deferred origination fees, net

(132)

(425)

(85)

(642)

 Total gross loans, net of   deferred fees

$

73,881 

$

174,233 

$

32,233 

$

280,347 

Loans maturing after one year with:

Fixed interest rates

$

70,356 

Floating interest rates

$

136,110 

 Provision and Allowance for Loan Losses

            We have established an allowance for loan losses through a provision for loan losses charged to expense on our statement of income.  The allowance for loan losses represents an amount which we believe will be adequate to absorb probable losses on existing loans that may become uncollectible.  Our judgment as to the adequacy of the allowance for loan losses is based on a number of assumptions about future events, which we believe to be reasonable, but which may or may not prove to be accurate.  Our determination of the allowance for loan losses is based on evaluations of the collectibility of loans, including consideration of factors such as the balance of impaired loans, the quality, mix, and size of our overall loan portfolio, economic conditions that may affect the borrower's ability to repay, the amount and quality of collateral securing the loans, our historical loan loss experience, and a review of specific problem loans.  We also consider subjective issues such as changes in the lending policies and procedures, changes in the local/national economy, changes in volume or type of credits, changes in volume/severity of problem loans, quality of loan review and board of director oversight, concentrations of credit, and peer group comparisons.  Due to our limited operating history, the provision for loan losses has been made primarily as a result of our assessment of general loan loss risk compared to banks of similar size and maturity.  Due to the rapid growth of our bank over the past several years and our short operating history, a large portion of the loans in our loan portfolio and of our lending relationships are of relatively recent origin.  In general, loans do not begin to show signs of credit deterioration or default until they have been outstanding for some period of time, a process known as seasoning.  As a result, a portfolio of older loans will usually behave more predictably than a newer portfolio.  Because our loan portfolio is relatively new, the current level of delinquencies and defaults may not be representative of the level that will prevail when the portfolio becomes more seasoned, which may be higher than current levels.  If delinquencies and defaults increase, we may be required to increase our provision for loan losses, which would adversely affect our results of operations and financial condition.  Periodically, we adjust the amount of the allowance based on changing circumstances.  We charge recognized losses to the allowance and add subsequent recoveries back to the allowance for loan losses.  There can be no assurance that charge-offs of loans in future periods will not exceed the allowance for loan losses as estimated at any point in time or that provisions for loan losses will not be significant to a particular accounting period. 



               The following table summarizes the activity related to our allowance for loan losses for the nine months ended September 30, 2005 and 2004:

 

 

 

September 30,

2005

 

2004

(Dollars in thousands)

         

Balance, beginning of period

$

3,717 

$

2,705 

         

Loans charged-off

(30)

(192)

         

Recoveries of loans previously charged-off

62 

35 

         

Net loans (charged-off) recovery

$

32 

$

(157)

         

Provision for loan losses

835 

1,025 

         

Balance, end of period

$

4,584 

$

3,573 

 

Allowance for loan losses to gross loans

1.41 % 

1.33 %

         

Net charge-offs to average loans

0.00 %

0.07 %

We do not allocate the allowance for loan losses to specific categories of loans.  Instead, we evaluate the adequacy of the allowance for loan losses on an overall portfolio basis utilizing our credit grading system which we apply to each loan.  We have retained an independent consultant to review the loan files on a test basis to confirm the grading of our loans.

 



Nonperforming Assets

           
The following table shows the nonperforming assets, percentages of net charge-offs, and the related percentage of allowance for loan losses for the nine months ended September 30, 2005 and the year ended December 31, 2004.  All loans over 90 days past due are on and included in loans on nonaccrual.

 

 

 

September 30, 2005

 

December 31,  2004

(Dollars in thousands)

Loans over 90 days past due

$

1,161 

$

683 

Loans on nonaccrual:

Mortgage

719 

339 

Commercial

498 

385 

Consumer

15 

Total nonaccrual loans

1,218 

739 

Troubled debt restructuring

 

Total of nonperforming loans

1,218 

739 

Other nonperforming assets

28 

Total nonperforming assets

$

1,218 

$

767 

 Percentage of total assets

0.32 %

0.27 %

 Percentage of nonperforming loans

     and assets to gross loans

0.38 %

0.30 %

 

Allowance for loan losses to gross loans

1.41 %

1.33 %

Net charge-offs to average loans

0.00 %

0.12 %

                At September 30, 2005 and December 31, 2004, the allowance for loan losses was $4.6 million and $3.7 million, respectively, or 1.41% and 1.33% of outstanding loans, respectively.  During the year ended December 31, 2004, we had net charged off loans of $298,505.  During the nine months ended September 30, 2005 we had a net recovery of $32,625. During the first nine months of 2004, our net charged-off loans were $157,057.

At September 30, 2005 and December 31, 2004, nonaccrual loans represented 0.38% and 0.27% of total loans, respectively.  At September 30, 2005 and December 31, 2004, we had $1.2 million and $739,126 of loans, respectively, on nonaccrual status.   Generally, a loan is placed on nonaccrual status when it becomes 90 days past due as to principal or interest, or when we believe, after considering economic and business conditions and collection efforts, that the borrower's financial condition is such that collection of the loan is doubtful.  A payment of interest on a loan that is classified as nonaccrual is recognized as income when received .

The amount of foregone interest income on the nonaccrual loans in the first nine months of 2005 was approximately $37,000.   The amount of interest income recorded in the first nine months of 2005 for loans that were on nonaccrual at September 30, 2005 was $15,368.



Deposits and Other Interest-Bearing Liabilities
           

            Our primary source of funds for loans and investments is our deposits, advances from the FHLB, and short-term repurchase agreements.  National and local market trends over the past several years suggest that consumers have moved an increasing percentage of discretionary savings funds into investments such as annuities, stocks, and fixed income mutual funds.  Accordingly, it has become more difficult to attract deposits.  We have chosen to obtain a portion of our certificates of deposits from areas outside of our market.  The deposits obtained outside of our market area generally have comparable rates compared to rates being offered for certificates of deposits in our local market.  We also utilize out-of-market deposits in certain instances to obtain longer-term deposits than are readily available in our local market.  We anticipate that the amount of out-of-market deposits will decline after our new retail deposit offices become established.  The amount of out-of-market deposits was $77.3 million at December 31, 2004 and $83.2 at September 30, 2005. 

We anticipate being able to either renew or replace these out-of-market deposits when they mature, although we may not be able to replace them with deposits with the same terms or rates.  Our loan-to-deposit ratio was 137% and 135% at September 30, 2005 and December 31, 2004, respectively. 

The following table shows the average balance amounts and the average rates paid on deposits held by us for the nine months ended September 30, 2005 and 2004. 

 

 

 

 

2005

 

2004

 

 

 

Amount

 

Rate

 

Amount

 

Rate

(Dollars in thousands)

 

 

Noninterest bearing demand deposits

$

18,115 

- %

$

14,862 

- %

 

Interest bearing demand deposits

28,383 

1.39 %

22,800 

1.28 %

 

Money market accounts

45,275 

1.78 %

37,340 

1.40 %

 

Saving accounts

1,298 

0.36 %

1,345 

0.34 %

 

Time deposits less than $100,000

24,612 

3.27 %

26,401 

2.36 %

 

Time deposits greater than $100,000

102,075 

3.58 %

73,321 

2.61 %

 

  Total deposits

$

219,758 

2.58 %

$

176,069 

1.91 %

 

Core deposits, which exclude time deposits of $100,000 or more, provide a relatively stable funding source for our loan portfolio and other earning assets.  Our core deposits were $122.1 million and $107.8 million at September 30, 2005 and December 31, 2004, respectively. 

All of our time deposits are certificates of deposits.  The maturity distribution of our time deposits of $100,000 or more at September 30, 2005 (in thousands) was as follows:

 

September 30, 2005

Three months or less

$

26,704

Over three through six months

18,713

Over six  through twelve months

20,306

Over twelve months

 

48,033

   Total

$

113,756

              The increase in time deposits of $100,000 or more for the nine months ended September 30, 2005 resulted from both additional wholesale deposits and from an 18 month retail CD promotion that raised approximately $14.0 million.

Capital Resources


           
Total shareholders' equity at September 30, 2005 was $30.5 million.  At December 31, 2004, total shareholders' equity was $28.1million.  The increase during the first nine months of 2005 resulted primarily from the $2.4 million of net income earned.

 



                The following table shows the return on average assets (net income divided by average total assets), return on average equity (net income divided by average equity), and equity to assets ratio (average equity divided by average total assets) for the nine months ended September 30, 2005 and the year ended December 31, 2004.  Since our inception, we have not paid cash dividends.

           

September 30, 2005

December 31, 2004

     

Return on average assets

0.92 %

0.73 %

Return on average equity

10.93 %

12.37 %

Equity to assets ratio

8.39 %

5.87 %

            The Federal Reserve Board and bank regulatory agencies require bank holding companies and financial institutions to maintain capital at adequate levels based on a percentage of assets and off-balance sheet exposures, adjusted for risk weights ranging from 0% to 100%.

            Under the capital adequacy guidelines, regulatory capital is classified into two tiers.  These guidelines require an institution to maintain a certain level of Tier 1 and Tier 2 capital to risk-weighted assets.  Tier 1 capital consists of common shareholders' equity, excluding the unrealized gain or loss on securities available for sale, minus certain intangible assets.  In determining the amount of risk-weighted assets, all assets, including certain off-balance sheet assets, are multiplied by a risk-weight factor of 0% to 100% based on the risks believed to be inherent in the type of asset.  Tier 2 capital consists of Tier 1 capital plus the general reserve for loan losses, subject to certain limitations.  We are also required to maintain capital at a minimum level based on total average assets, which is known as the Tier 1 leverage ratio.

            At both the holding company and bank level, we are subject to various regulatory capital requirements administered by the federal banking agencies.  To be considered "adequately capitalized" under these capital guidelines, we must maintain a minimum total risk-based capital of 8%, with at least 4% being Tier 1 capital.  In addition, we must maintain a minimum Tier 1 leverage ratio of at least 4%.  To be considered "well-capitalized," we must maintain total risk-based capital of at least 10%, Tier 1 capital of at least 6%, and a leverage ratio of at least 5%. 

The following table sets forth the holding company's and the bank's various capital ratios at September 30, 2005 and at December 31, 2004.  For all periods, the bank was considered "well capitalized" and the holding company met or exceeded its applicable regulatory capital requirements.

September 30, 2005

December 31, 2004

Holding

 

 

Holding

 

Company

Bank

 

Company

Bank

Total risk-based capital

13.5 %

12.7 %

14.6 %

13.7 %

Tier 1 risk-based capital

12.2 %

11.5 %

13.4 %

12.4 %

Leverage capital

10.0 %

9.4 %

11.0 %

10.2 %

 



Borrowings

           
    The following table outlines our various sources of borrowed funds during the nine months ended September 30, 2005 and the year ended December 31, 2004, the amounts outstanding at the end of each period, at the maximum point for each component during the periods and on average for each period, and the average interest rate that we paid for each borrowing source.  The maximum month-end balance represents the high indebtedness for each component of borrowed funds at any time during each of the periods shown.

 

 

 

 

Maximum

 

 

 

Ending

Period-

Month-end

Average for the Period

 

Balance

End Rate

Balance

Balance

Rate

 

(Dollars in thousands)

At or for the Nine Months

      ended September 30, 2005

Federal Home Loan Bank advances

 $

81,500 

3.66 %

 $

81,500 

 $

73,468 

3.32 %

Securities sold under agreement to

 repurchase

16,232

3.76 %

18,947 

17,221 

3.11 %

Federal funds purchased

4.31 %

1,538 

915 

1.99 %

Junior subordinated debentures

6,186 

7.06 %

6,186 

6,186 

6.36 %

 

At or for the Year

      ended December 31, 2004

Federal Home Loan Bank advances

 $

60,660 

2.82 %

 $

58,400 

 $

54,515 

2.21 %

Securities sold under agreement to

 repurchase

13,100 

2.25 %

14,637 

13,643 

1.43 %

Federal funds purchased

2.44 %

332 

1.46 %

Correspondent bank line of credit

4.40 %

3,000 

1,214 

3.38 %

Junior subordinated debentures

6,186 

5.65 %

6,186 

6,186 

4.88 %

 

  Effect of Inflation and Changing Prices

             The effect of relative purchasing power over time due to inflation has not been taken into account in our consolidated financial statements.  Rather, our financial statements have been prepared on an historical cost basis in accordance with generally accepted accounting principles.

             Unlike most industrial companies, our assets and liabilities are primarily monetary in nature.  Therefore, the effect of changes in interest rates will have a more significant impact on our performance than will the effect of changing prices and inflation in general.  In addition, interest rates may generally increase as the rate of inflation increases, although not necessarily in the same magnitude.  As discussed previously, we seek to manage the relationships between interest sensitive assets and liabilities in order to protect against wide rate fluctuations, including those resulting from inflation.



Off-Balance Sheet Risk


               Commitments to extend credit are agreements to lend to a client as long as the client has not violated any material condition established in the contract.  Commitments generally have fixed expiration dates or other termination clauses and may require the payment of a fee.  At December 31, 2004, unfunded commitments to extend credit were $51.6 million, of which $17.6 million was at fixed rates and $34.0 million was at variable rates.  At September 30, 2005, unfunded commitments to extend credit were $67.9 million, of which $23.3 million was at fixed rates and $44.6 million was at variable rates.  A significant portion of the unfunded commitments related to consumer equity lines of credit.  Based on historical experience, we anticipate that a significant portion of these lines of credit will not be funded.  We evaluate each client's credit worthiness on a case-by-case basis.  The amount of collateral obtained, if deemed necessary by us upon extension of credit, is based on our credit evaluation of the borrower.  The type of collateral varies but may include accounts receivable, inventory, property, plant and equipment, and commercial and residential real estate.

            At December 31, 2004, there was a $2.5 million commitment under a letter of credit.  At September 30, 2005, there was a $4.0 million commitment under letters of credit.  The credit risk and collateral involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers.  Since most of the letters of credit are expected to expire without being drawn upon, they do not necessarily represent future cash requirements.

Except as disclosed in this document, we are not involved in off-balance sheet contractual relationships, unconsolidated related entities that have off-balance sheet arrangements or transactions that could result in liquidity needs or other commitments that significantly impact earnings.

Market Risk

           
Market risk is the risk of loss from adverse changes in market prices and rates, which principally arises from interest rate risk inherent in our lending, investing, deposit gathering, and borrowing activities.  Other types of market risks, such as foreign currency exchange rate risk and commodity price risk, do not generally arise in the normal course of our business.  Our asset/liability management committee ("ALCO") monitors and considers methods of managing exposure to interest rate risk.  We have both an internal ALCO consisting of senior management that meets at various times during each month and a board ALCO that meets monthly.  The ALCOs are responsible for maintaining the level of interest rate sensitivity of our interest sensitive assets and liabilities within board-approved limits.

We actively monitor and manage our interest rate risk exposure principally by measuring our interest sensitivity "gap," which is the positive or negative dollar difference between assets and liabilities that are subject to interest rate repricing within a given period of time.  Interest rate sensitivity can be managed by repricing assets or liabilities, selling securities available for sale, replacing an asset or liability at maturity, or adjusting the interest rate during the life of an asset or liability.  Managing the amount of assets and liabilities repricing in this same time interval helps to hedge the risk and minimize the impact on net interest income of rising or falling interest rates.  We generally would benefit from increasing market rates of interest when we have an asset-sensitive gap position and generally would benefit from decreasing market rates of interest when we are liability-sensitive.

We were asset sensitive during most of the year ended December 31, 2004 and the nine months ended September 30, 2005.  As of September 30, 2005, we expect to be asset sensitive for the next 12 months.  The ratio of cumulative gap to total earning assets after 12 months was 5.4% because $19.4 million more assets will reprice in a 12 month period than liabilities.  This situation resulted in part due to the fact that approximately 68% and 66% of our loans were variable rate loans at December 31, 2004 and September 30, 2005, respectively.  However, our gap analysis is not a precise indicator of our interest sensitivity position.  The analysis presents only a static view of the timing of maturities and repricing opportunities, without taking into consideration that changes in interest rates do not affect all assets and liabilities equally.  For example, rates paid on a substantial portion of core deposits may change contractually within a relatively short time frame, but those rates are viewed by us as significantly less interest-sensitive than market-based rates such as those paid on noncore deposits.  Net interest income may be affected by other significant factors in a given interest rate environment, including changes in the volume and mix of interest-earning assets and interest-bearing liabilities.



Liquidity and Interest Rate Sensitivity

               Liquidity represents the ability of a company to convert assets into cash or cash equivalents without significant loss, and the ability to raise additional funds by increasing liabilities.  Liquidity management involves monitoring our sources and uses of funds in order to meet our day-to-day cash flow requirements while maximizing profits.  Liquidity management is made more complicated because different balance sheet components are subject to varying degrees of management control.  For example, the timing of maturities of our investment portfolio is fairly predictable and subject to a high degree of control at the time investment decisions are made.  However, net deposit inflows and outflows are far less predictable and are not subject to the same degree of control.

               At September 30, 2005, our liquid assets, consisting of cash and due from banks and federal funds sold, amounted to $12.5 million, or 3.3% of total assets.  Our investment securities at September 30, 2005 amounted to $36.3 million, or 9.7% of total assets.  Investment securities traditionally provide a secondary source of liquidity since they can be converted into cash in a timely manner.  However, $21.3 million of these securities are pledged against outstanding debt.  Therefore, the related debt would need to be repaid prior to the securities being sold in order for these securities to be converted to cash.  At December 31, 2004, our liquid assets amounted to $5.3 million, or 1.7% of total assets.  Our investment securities at December 31, 2004 amounted to $29.2 million, or 9.2% of total assets.  However, $17.0 million of these securities are pledged against outstanding debt. 

Our ability to maintain and expand our deposit base and borrowing capabilities serves as our primary source of liquidity.  We plan to meet our future cash needs through the liquidation of temporary investments, the generation of deposits, and from additional borrowings.  In addition, we will receive cash upon the maturity and sale of loans and the maturity of investment securities.  During most of 2004 and the first nine months of 2005, as a result of historically low rates that were being earned on short-term liquidity investments, we chose to maintain a lower than normal level of short-term liquidity securities.  In addition, we maintain three lines of credit with correspondent banks totaling $22.6 million for which there were no borrowings against the lines at September 30, 2005.  We are also a member of the Federal Home Loan Bank of Atlanta, from which applications for borrowings can be made for leverage purposes.  The FHLB requires that securities, qualifying mortgage loans, and stock of the FHLB owned by the bank be pledged to secure any advances from the FHLB.  The unused borrowing capacity currently available from the FHLB at September 30, 2005 was $14.9 million, based on the bank's $4.3 million investment in FHLB stock, as well as qualifying pledged mortgages.

Prior to September 30, 2005, the company entered into a commitment to construct a new office for approximately $845,000.  As of September 30, 2005, approximately $916,000 has been paid for construction and equipment costs.  The office opened in early November.

The company entered into a 10-year operating lease that begins in mid-2006 in conjunction with the relocation of its main office building.  The monthly rent for the first five months of the lease is approximately $13,000 per month and increases to approximately $42,000 per month following the initial five month period.

We believe that our existing stable base of core deposits, borrowings from the FHLB, and short-term repurchase agreements will enable us to successfully meet our long-term liquidity needs.

                 Asset/liability management is the process by which we monitor and control the mix and maturities of our assets and liabilities. The essential purposes of asset/liability management are to ensure adequate liquidity and to maintain an appropriate balance between interest sensitive assets and liabilities in order to minimize potentially adverse impacts on earnings from changes in market interest rates.  We have both an internal ALCO consisting of senior management that meets at various times during each month and a board ALCO that meets monthly.  The ALCOs are responsible for maintaining the level of interest rate sensitivity of our interest sensitive assets and liabilities within board-approved limits.


The following table sets forth information regarding our rate sensitivity as of September 30, 2005 for each of the time intervals indicated. The information in the table may not be indicative of our rate sensitivity position at other points in time.  In addition, the maturity distribution indicated in the table may differ from the contractual maturities of the earning assets and interest-bearing liabilities presented due to consideration of prepayment speeds under various interest rate change scenarios in the application of the interest rate sensitivity methods described above.  

Within

 

After three but

 

After one but

 

After

 

 

three

 

within twelve

 

within five

 

five

 

 

months

 

months

 

years

 

years

 

Total

 

(Dollars in thousands )

                     

Interest-earning assets:

Federal funds sold

$

7,334 

$

$

$

$

7,334 

Investment securities

1,878 

5,841 

19,250 

3,983 

30,952 

Loan

218,148 

11,055 

67,933 

26,677 

323,812 

 

Total earning assets

$

227,360 

$

16,896 

$

87,183 

$

30,660 

$

362,098 

Interest-bearing liabilities:

Money market and NOW

$

73,958 

$

$

$

$

73,958 

Regular savings

1,271 

1,271 

Time deposits

28,960 

59,228 

50,381 

3,439 

142,008 

Repurchase agreements

16,232 

16,232 

FHLB advances

21,500 

17,500 

39,500 

3,000 

81,500 

Junior subordinated debentures

6,186 

6,186 

Total interest-bearing liabilities

$

148,107 

$

76,728 

$

89,881 

$

6,439 

$

321,155 

Period gap

$

79,253 

$

(59,832)

$

(2,698)

$

24,221 

Cumulative gap

79,253 

19,421 

16,723 

40,944 

Ratio of cumulative gap total assets to earning assets

21.9 %

5.4 %

4.6 %

11.3 %

  The following table sets forth information regarding our rate sensitivity, as of December 31, 2004, at each of the time intervals.  

Within

 

After three but

 

After one but

 

After

 

 

three

 

within twelve

 

within five

 

five

 

 

months

 

months

 

years

 

years

 

Total

 

(Dollars in thousands)

 Interest-earning assets:

Federal funds sold

$

1,394 

$

$

$

$

1,394 

Investment securities

1,572 

4,716 

15,511 

3,500 

25,299 

Loans

196,066 

10,374 

54,704 

19,105 

280,249 

Total earning assets

$

199,032 

$

15,090 

$

70,215 

$

22,605 

$

306,942 

Interest-bearing liabilities:

Money market and NOW

$

87,081 

$

$

$

$

87,081 

Regular savings

1,244 

1,244 

Time deposits

23,369 

39,845 

29,927 

5,834 

98,975 

Repurchase agreements

13,100 

13,100 

FHLB advances

30,660 

8,000 

5,000 

17,000 

60,660 

Junior subordinated debentures

6,186 

6,186 

Total interest-bearing liabilities

$

161,640 

$

47,845 

$

34,927 

$

22,834 

$

267,246 

Period gap

$

37,392 

$

(32,755)

$

35,288 

$

(229)

Cumulative gap

37,392 

4,637 

39,925 

39,696 

Ratio of cumulative gap total assets   total earning assets

12.2 %

1.5 %

13.0 %

12.9 %


Accounting, Reporting, and Regulatory Matters

Recently Issued Accounting Standards

            The following is a summary of recent authoritative pronouncements that affect accounting, reporting, and disclosure of financial information by us:

In December 2004, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 123 (revised 2004), "Share-Based Payment" ("SFAS No. 123(R)").  SFAS No.123(R) will require companies to measure all employee stock-based compensation awards using a fair value method and record such expense in its financial statements.  In addition, the adoption of SFAS No, 123 (R) requires additional accounting and disclosure related to the income tax and cash flow effects resulting from share-based payment arrangements.  SFAS No. 123(R) is effective beginning as of the annual reporting period beginning after December 15, 2005.  The Company is currently evaluating the impact that the adoption of SFAS No. 123(R) will have on its financial position, results of operations and cash flows.  The cumulative effect of adoption, if any, will be measured and recognized in the statement of  operations on the date of adoption.

In April 2005, the Securities and exchange Commission's Office of the Chief Accountant and its Division of Corporation Finance released Staff Accounting Bulletin ("SAB") No. 107 to provide guidance regarding the application of SFAS No. 123 (revised 2004), "Share-Based Payment."  SFAS No. 123(R) covers a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans.  SAB No. 107 provides interpretive guidance related to the interaction between SFAS No. 123(R) and certain SEC rules and regulations, as well as the staff's views regarding the valuation of share-based payment arrangements for public companies.  SAB No. 107 also reminds public companies of the importance of including disclosures within filings made with the SEC relating to the accounting for share-based payment transactions, particularly during the transitions to SFAS No. 123(R).

The FASB has isued proposed FASB Staff Positions ("FSP") No. SOP 94-6-a, "Nontraditional Loan Products," to address the application of certain existing accounting principles to nontraditional loan products.  For the purposes of this proposed FSP, "nontraditional loan products" are those that expose the originator, holder, investor, guarantor, or service to higher risk than traditional products.  Products that meet this definition include, but are not limited to:

               The proposed FSP discusses required disclosures and other accounting considerations for entities that originate, hold, guarantee, service, or invest in nontraditional loan products.

 

              The proposed FSP also discusses whether nontraditional loan products represent a concentration of credit risk as that term is used in SFAS No. 107, "Disclosures about Fair Value of Financial Instruments."  The FSP concludes that certain nontraditional loan products, which expose a reporting entity to greater credit risk than traditional mortgage products, may result in concentration of credit risk, and therefore disclosures about each significant concentration, including information about the (shared) activity, region, or economic characteristic that identifies the concentration, would be required.  The proposed FSP No. SOP 94-6-a is available for comment until November 11, 2005.

 

       Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

See "Market Risk" and "Liquidity and Interest Rate Sensitivity" in Item 2, Management Discussion and Analysis of Financial Condition and Results of Operations for quantitative and qualitative disclosures about market risk, which information is incorporated herein by reference.

Item 4.  Controls and Procedures.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e).  Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our current disclosure controls and procedures are effective as of September 30, 2005.  There have been no significant changes in our internal controls over financial reporting during the fiscal quarter ended September 30, 2005 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

The design of any system of controls and procedures is based in part upon certain assumptions about the likelihood of future events.  There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

 

PART II.  OTHER INFORMATION

  Item 1.     Legal Proceedings.

                  There are no material pending legal proceedings to which the company is a party or of which any of its property is the subject.

Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds.

                   Not applicable

Item 3.     Defaults Upon Senior Securities.

                    Not applicable



Item 4.     Submission of Matters to a Vote of Security Holders.

                    Not applicable

Item 5.     Other Information.

                    Not applicable

Item 6.     Exhibits.

10.1          Bonaventure I Office Lease Agreement with Greenville First Bank, N.A., dated September 20, 2005

10.2          First Amendment to Office Lease Agreement with Greenville First Bank, N.A. dated September 20, 2005

31.1          Rule 13a-14(a) Certification of the Principal Executive Officer.

31.2          Rule 13a-14(a) Certification of the Principal Financial Officer. 

32            Section 1350 Certifications. 



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 thereunto duly authorized.

 

GREENVILLE FIRST BANCSHARES, INC.

Registrant

     

Date: November 14, 2005

/s/  R. Arthur Seaver, Jr.

R. Arthur Seaver, Jr.

Chief Executive Officer

     

Date: November 14, 2005

/s/ James M. Austin, III

James M. Austin, III

Chief Financial Officer


INDEX TO EXHIBITS

Exhibit
Number                   Description

10.1       Bonaventure I Office Lease Agreement with Greenville First Bank, N.A., dated September 20, 2005

10.2       First Amendment to Office Lease Agreement with Greenville First Bank, N.A., dated September 20, 2005

31.1       Rule 13a-14(a) Certification of the Principal Executive Officer.

31.2       Rule 13a-14(a) Certification of the Principal Financial Officer. 

32          Section 1350 Certifications.


 

 Exhibit  10.1   

  Bonaventure I Office Lease Agreement with Greenville First Bank, N.A., dated September 20, 2005


Exhibit 10.1


Bonaventure I

OFFICE LEASE AGREEMENT

 

Verdae Technology Park

GREENVILLE, SOUTH CAROLINA

 

 

 

Landlord:

 

 

Verdae Properties, LLC

P.O. Box 516

Greenville, SC 29602

864-627-8383 Phone

864-627-8072 Fax

 

 

Tenant:

 
 

Greenville First Bank, N. A.

Bonaventure I

Suite 100

100 Verdae Boulevard

Greenville, SC 29607

 

 

 

 

 

 

 

                                     



Table of Contents:

 

Page Number

1.

   LEASED PREMISES

3

2.

   TERM AND DELIVERY OF PREMISES

5

3.

   RENT

6

4.

   USE OF PREMISES

9

5.

   ASSIGNMENT AND SUBLETTING

9

6.

   MAINTENANCE AND REPAIRS

10

7.

   IMPROVEMENTS AND FIXTURES

10

8.

   UTILITIES AND SERVICES

12

9.

   INDEMNITY

13

10.

   QUIET ENJOYMENT

14

11.

   DAMAGE OR DESTRUCTION OF PREMISES

14

12.

   EMINENT DOMAIN

15

13.

   DEFAULT

16

14.

   ATTORNEYS' FEES AND LITIGATION

18

15.

   LANDLORD'S LIEN

18

16.

   SUBORDINATION

18

17.

   SECURITY DEPOSIT

19

18.

   FORCE MAJEURE

19

19.

   SEVERABILITY AND JOINT AND SEVERAL LIABILITY

19

20.

   RENT A SEPARATE COVENANT

19

21.

   RELOCATION

19

22.

   CERTIFICATE OF TENANT'S AUTHORITY

19

23.

   ABSENCE OF OPTION

19

24.

   BROKERAGE COMMISSION

19

25.

   SPECIAL PROVISIONS

20

26.

   AMENDMENTS

20

27.

   TRANSFER OF LANDLORD'S INTEREST AND LIMITATIONS ON LIABILITY

20

28.

   ESTOPPEL CERTIFICATE

20

29.

   ENFORCEMENT OF TERMS

21

30.

   INSURANCE

21

31.

   MISCELLANEOUS

22

32.

   NOTICE

22

 

 

 

   EXHIBITS:

A.

   Legal Description and Floor Grid

24, 25, 26

B.

   Rules and Regulations

27

C.

   Schedule of Base Rent

29

D.

   Tenant Workletter

31

E.

   Special Provisions

34

F.

   Building Site Plan

35

G.

   Confirmation of Lease Term Agreement

36

H.

   Memorandum of Lease

38

I.

   Building Retrofit

41

J.

   Operating Expenses Unoccupied Premises

43

 



THIS LEASE AGREEMENT, made as of the   20th         day of September, 2005, by and between Verdae Properties, LLC, a South Carolina limited liability company, hereinafter referred to as "Landlord", and Greenville First Bank N. A. a South Carolina Corporation, hereinafter referred to as "Tenant".

 RECITALS

           WHEREAS, Tenant as lessee and Landlord as Lessor hereby desire to enter into this lease agreement (hereinafter "Lease") upon the terms and conditions stated herein;

          NOW, THEREFORE, in consideration of the premises and of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

          1.       LEASED PREMISES:

           a.       Description of Premises:   Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord a portion of the real property known as Bonaventure I located at 100 Verdae Boulevard in Verdae Technology Park , Greenville, South Carolina 29607. Further described and depicted as outlined in red in Exhibit F, which Exhibit is attached hereto and incorporated herein by this reference (the "Premises").  The Premises are located on the First and Second floors of the Building (hereinafter defined), and the Premises occupy a "Rentable Area" of 28,242 square feet and a "Useable Area" of          25,478 square feet, as defined and determined in accordance with ANSI/BOMA 1996 Standards as specified in Paragraph 31(d) hereof.  The Premises represent 48.54% of the Building Rentable Area.  The Premises are further described as the "Occupied Premises" consisting of 23,053 Rentable Square Feet and 20,797 Useable Square Feet and "Unoccupied Premises" consisting of 5,189 Rentable Square Feet and 4681 Useable Square Feet.

1.                   The term "Leased and Occupied" shall refer to the portion of the Premises, which the Tenant uses to conduct or facilitate the conducting of any of its business.

2.                   The term, "Leased and Unoccupied" shall refer to the portion of the Premises which the Tenant leases and does not use to conduct business or facilitate the conducting of its business.

          b.       The Building:   The Premises are part of a building known as Bonaventure I (the "Building") constructed and located at Verdae Technology Park, Greenville, South Carolina on a portion of real property owned by Landlord and as further described and depicted on the attached Exhibit A.  The Building contains 58,179 Rentable Square Feet.

          c.       Access:   Landlord or its agents shall have the right to enter upon the Premises at all reasonable times for the purpose of inspecting the same, preventing waste, and making such repairs as Landlord may consider necessary (but without any obligation to do so except as expressly provided for herein).  During the last 120 days of the Term, the Landlord may show the Premises to prospective tenants with 24-hour notice.  Tenant shall, at all times, have full but non-exclusive access to the Premises and at reasonable times to areas designated for parking, walkways, access ways, elevators, stairs, hallways, lobbies and other common areas of the Building.

          d.       Rules and Regulations:   The Rules and Regulations attached hereto as Exhibit B are incorporated herein by reference (the "Rules and Regulations").  Tenant, its employees, agents and visitors shall observe and abide by the Rules and Regulations and by such other and further reasonable rules and regulations as Landlord may prescribe which, in its judgment, are needful for the reputation, safety, care or cleanliness of the Building or Premises, or the operations and maintenance thereof and the equipment therein, or for the comfort of Tenant and other tenants of the Building.  Unless such change shall materially alter, in Tenants sole opinion, its rights to operate its business for the purposes intended pursuant to this lease.



          Landlord shall have the right to change or waive any of the Rules and Regulations, without prior notice to or approval of Tenant. Landlord will provide Tenant with a copy of such revisions or amendments to the Rules and Regulations promptly upon implementing any changes or waivers, but Tenant's failure to receive written notice of changes or waivers shall not relieve Tenant of its obligation to adhere to any changed Rules and Regulations of which Tenant has actual notice.  In the case of any one or more tenants, Landlord shall not be responsible to Tenant for the nonobservance or violation of any Rules or Regulations by any other tenant(s) of the Building; provided that Landlord shall take all reasonable steps to enforce the Rules and Regulations against the offending Tenant.  All such Rules and Regulations are essential hereto, and without them, this Lease would not have been entered into by the Landlord. Any breach of any provision of these Rules and Regulations by the Tenant shall constitute a default hereunder.

          e.       Parking:   Landlord shall keep and maintain parking areas in good condition.  Landlord reserves the right to control the method, manner and time of parking in areas designated for parking.  Landlord shall provide parking at no cost to Tenant.  As long as Tenant is entitled to possession of the Premises, Tenant shall have the nonexclusive right to use any driveways, sidewalks, and other common facilities and areas designated for parking, on the property on which the Building is located (or on property contiguous thereto), as they may exist from time to time.  It is understood that the Landlord has provided parking spaces for the Building at the rate not less than 5 spaces per 1000 square feet of Rentable Area.  The Tenant and its employees, agents, contractors, representatives or invitees collectively shall not use more than five (5) parking spaces per thousand square feet of Rentable Area in the Premises (the "Parking Standard").  In the event that the usage of the parking spaces exceeds the parking Standard or if vehicles are parked outside areas designated for parking, Landlord shall have the right, at Tenant's sole cost and expense, to tow any vehicles of Tenant or Tenant's employees, agents, contractors, representatives or invitees violating the Parking Standard or parking outside the areas designated for parking or to require Tenant to adopt some other alternative plan to ensure that the Parking Standard is not exceeded and that parking is confined to the appropriately designated areas.  As provided in Exhibit E, Special Provisions, the Bank may erect a banking drive-thru facility.  The number of parking spaces required for such facility shall decrease the Banks allocation of parking spaces. Further, the Tenant shall have 10 designated Bank Visitor parking spaces as identified in Exhibit E.

          f.       Signs and Advertising:   Tenant shall be afforded such signage as identified in the Tenant Workletter, attached as Exhibit D hereto; otherwise, Tenant shall not erect or install any sign or other type display whatsoever, either upon the exterior of the Building, upon or in any window, or in any lobby, hallway or door therein located, without the prior express written consent of Landlord.

          g.       Condition of Premises and Acceptance:   Subject to the terms of the Tenant Workletter attached as Exhibit D hereto and representation made by Landlord addressing the renovation of the Base Building The Base Building being defined as the existing structural elements of the building as it exists now with all tenant improvements removed and including the improvement/replacements described in Exhibit I in place.  It is agreed that, by occupying the Premises, Tenant acknowledges that it has had full opportunity to examine and inspect the Building and the Premises, and further that it is fully informed as to the character, construction and structure of the Building.  In that the Tenant has elected to retain Professionals for the design and construction oversight of the Premises, the LANDLORD MAKES NO REPRESENTATION OR WARRANTY AS TO THE CONDITION OF THE PREMISES OR THEIR SUITABILITY OR FITNESS FOR TENANT'S PARTICULAR USE OR PURPOSE.  It is further agreed that by occupying the Premises the Tenant formally accepts the same and acknowledges that Landlord has complied with all requirements imposed upon it under the terms of this Lease.  This Lease does not grant any right to light or air over or about the Premises or Building, nor does this Lease grant Tenant any right to construct any improvement on the roof or exterior walls of the Building except as provided herein.

          2.       TERM AND DELIVERY OF PREMISES:

          a.       Term:   The term of this Lease (the "Term") is for a period of Ten (10) years and Five (5) months , commencing upon the earliest of;(i) the completion of the Tenants upfit as evidenced by a Certificate of Occupancy or Temporary Certificate of Occupancy issued by the City of Greenville: (ii) such date as Tenant may occupy the Premises as described in Paragraph 2b; or (iii) June 30, 2006 subject to the conditions set forth in section 2b below  (the "Commencement Date") and ending at midnight on the Tenth Year and Fifth month anniversary of the commencement of the Lease or such other date as this Lease may terminate as hereinafter provided ("Termination Date").

 


b.    Delivery of Premises: Landlord covenants to complete all improvements to the Base Building as described in Exhibit I and deliver premises to Tenant on or before February 15, 2006.  Should Landlord fail to deliver the premises to on February 15, 2006 Tenants obligations in Section 2.a.iii shall be extended one day for each day the premises are not delivered.  Should such failure continue for more than sixty (60) days Tenant at Tenants sole option may cancel this Lease. Tenant will deliver its plans for Landlord's approval not later than October 15, 2005.  Landlord will approve or disapprove said plans by notice set forth herein below by November 15, 2005.  Failure by Tenant to receive any disapproval shall be deemed an acceptance of said plans as presented.  Tenant will complete the upfit work in accordance with plans and specifications to be approved by Landlord, which approval shall not be conditioned or delayed.  Landlord and Tenant agree that it maybe mutually beneficial for some elements of the Base Building to be completed concurrent with Tenant improvement work, the timing and scope of such work shall be identified and agreed upon in writing as soon as practicable.  . Both Landlord and Tenant agree that Time is of the Essence.  Should either party fail to perform as stated herein the other party may seek all remedies available by law .

c.     Holding Over:   The failure of Tenant to surrender the Premises on the Termination Date and the subsequent holding over by Tenant, with or without the consent of Landlord, shall result in the creation of a tenancy at will with rent payable at 125% of the Rent then in force and otherwise under the same terms herein set forth.  This provision does not give Tenant any right to hold over at any time nor shall it be deemed a renewal of the Term either by operation of law or otherwise.

d.    Renewal/Expansion Option:  So long as the Tenant is not in material default after written notice of any provisions of the lease, the Tenant shall have the right to renew the lease for three (3) consecutive five (5) year terms under the same terms and conditions set forth herein, provided that the Base Rent shall be subject to adjustment in accordance with the provisions of Exhibit C.  Tenant is to notify Landlord a minimum of 180 days prior to the expiration of the then current term of its intention to exercise said option.

e.     First Right of Refusal:  Tenant shall be accorded the first right of refusal on any vacant space in the building.  This is agreeable to the Landlord within the following three provisions:  First, the right of first refusal must be exercised within ten (10) business days.  Second, any exercise for additional space must have a minimum term of five (5) years.  Third, the rental rate will be equal to the then effective rate for the Bank's base or extended term and the upfit will be depreciated, on a straight-line basis, to reflect any term less than ten (10) years.

                f.     Commencement Confirmation Agreement:   Within ten (10) days after the Commencement Date, Landlord and Tenant shall deliver to each other an agreement in the form provided in Exhibit H hereto, setting forth the Commencement Date, the date of expiration of the original Term of this Lease and the dates of commencement and expiration of any Renewal Options.

           3.       RENT:

           a.       Definitions:   As used in this Paragraph 3 and throughout this Lease, the following definitions shall apply:

1.             The term "Rent" shall include Base Rent (hereinafter defined) and all Additional Rent (hereinafter defined).

2.             The term "Base Rent" refers to those amounts specified in Exhibit C to this Lease, which Exhibit is attached hereto and incorporated herein by reference.

3.             The term "Additional Rent" refers to any and all costs, charges, and expenses that Tenant assumes, agrees to or is obligated to pay in accordance with the terms of this Lease, which costs, charges and expenses are in addition to the Base Rent specified in Exhibit C hereto.

4.             The term "Operating Expenses" shall mean the expenses of Landlord for the operation and maintenance of the Premises, the Building, the land on which they are situated, and the land affected by any appurtenant rights or benefits to the Building or Premises (such as parking, drainage and access), which expenses shall include, but not be limited to, management salaries and fees; maintenance, repair and janitorial expenses; administrative salaries, costs and fees; and insurance, security, landscaping costs, and expenditures for repairs or improvements to the Building or Premises that lead to a reduction in said Operating Expenses.



5.              The term "Real Estate Taxes" shall mean Landlord's expenditures for all county, state or city taxes, assessments, governmental levies, or any other governmental charges, whether general or special, ordinary or extraordinary, foreseen or unforeseen, or of any kind or nature, which are or may be assessed or imposed on the Premises, the Building, the land on which they are situated or land affected by any appurtenant rights or benefits to the Building or Premises (such as parking, drainage and access). Real Estate Taxes shall include any tax, excise or fee measured or payable with respect to any Rent; and such Real Estate Taxes shall include the expenses of contesting the amount or validity of any such levies, charges or assessments.

6.              The term "Utility Costs" shall refer to Landlord's expenses with respect to furnishing heat, air conditioning, electricity, water, sewage, gas (if made available at Landlord's sole discretion), garbage removal and any similar service for the Building and its occupants.

7.              The term "Expenses" shall refer to the aggregate or sum of all Operating Expenses, Real Estate Taxes, and Utility Costs and any applicable sales tax on these items.  This Lease is a gross lease, and as such, Expenses shall not be separately billed or invoiced to Tenant; instead the "Base Expense Amount," as defined below and determined by Landlord, is an inherent part of Base Rent.

8.                   Operating Expenses and Base Expense Amount

(a)          Occupied Premises :  The term "Base Expense Amount" shall mean the Tenant's Proportionate Share (defined in Paragraph 3(c) below) of actual Expenses incurred during the Base Year, which Base Year shall be the period beginning on January 1, 2006, and ending on December 31, 2006 should Tenants occupancy be delayed past June 30, 2006 the full calendar year 2007 shall be the Base Year.  For the first year that the Building is in service, the Base Expense Amount shall be calculated to reflect the fully assessed value (for Real Estate Tax purposes) of the Building, the land on which the Building is located and land affected by any appurtenant rights or benefits to the Building or Premises (such as parking, drainage and access) and further calculated to reflect actual Expenses that would be incurred at a level of ninety-five percent (95%) Building occupancy.  During the Term and any extensions thereof the base year for "Operating Expenses" shall be reset every five (5) years to be the actual expenses of the next calendar year.  Expenses shall be "grossed-up" to reflect and occupancy level of 95%.

(b)          Unoccupied Premises :  Increases in the Base Expense Amount for the Unoccupied Premises will be treated in the same manner as the Occupied Premises (Section 8(a) above) with the exception that those expense items subject to reduction due to non occupancy as enumerated in "Exhibit J" will continue to be reduced by the same percentage each Lease Year.  These percentages are also identified in Exhibit J.

          b.       Agreement to Pay Rent:   Tenant hereby agrees to pay Base Rent and any Additional Rent on or before the first day of the first full calendar month of the Term hereof and on or before the first day of each and every successive calendar month thereafter during the Term of this Lease, subject to the adjustments as provided hereinafter.  In the event Term occurs on a day other than the first day of a calendar month then the Term will be increased by the remaining days in that month.  The rent shall be prorated based on a three hundred sixty five (365) day year.  The first payment of Rent shall be in an amount equal to one twelfth (1/12) of the annual rent plus the prorated Rent for the partial month of occupancy.  Rent and all other sums payable by Tenant to Landlord under this Lease shall be paid to Landlord without deduction or offset, at Caine Company, Post Office Box 1908, Greenville, South Carolina 29602 or at such other place as Landlord may hereafter specify in writing.  Checks shall be made payable to Caine Company or such other payee as Landlord may hereafter specify in writing.

          In the event any amount of Base Rent and Additional Rent is received more than ten (10) working days after the first day of a calendar month, a late fee of ten percent (10%) of such unpaid Base Rent and Additional Rent shall be paid by the Tenant.  Such fee will be due and payable as Additional Rent on the first day of the next calendar month and will be charged for each month an arrearage continues.



          c.       Operating Expense Adjustments:   The parties hereto acknowledge that the agreement to pay Rent specified in Paragraph 3(b) of this Lease does not provide for or address increases in Expenses, which may hereafter affect the Premises or the Building or the property on which the Building is located. Accordingly, during the Term of this Lease, and any renewal thereof, Tenant shall pay to Landlord, in the form of Additional Rent, its Proportionate Share of the projected increase in Expenses.  Tenant's "Proportionate Share" is hereby defined as a fraction, the numerator of which is the total number of square feet of Rentable Area contained in the Premises, and the denominator of which is the Rentable Area in the Building.  Should Tenant exercise any option that results in an increase or reduction in the size of the Premises conveyed under this Lease, the foregoing Proportionate Share shall be adjusted accordingly.

           On or about April 1 following the end of each calendar year during the Term, or at such later time, as Landlord shall be able to determine its actual Expenses for the calendar year last ended, Landlord shall notify Tenant, in writing, of such actual Expenses.  If Tenant's Proportionate Share of said actual Expenses exceeds the Base Expense Amount and Tenant's Proportionate Share of any projected increases in Expenses for such calendar year, then Tenant shall, within thirty (30) days after the date of such written notice from Landlord, pay to Landlord an amount equal to such excess.  The obligation to make such payment shall be considered Additional Rent and shall survive the expiration or earlier termination of this Lease.  If the Base Expense Amount and Tenant's Proportionate Share of any projected increase in Expenses paid by Tenant during the preceding calendar year, exceeds the amount payable for such year based upon the actual Expenses for such calendar year, then Landlord shall credit such excess to installments of Rent payable after the date of Landlord's notice until such excess has been exhausted, or if this Lease shall expire prior to the application of such excess, Landlord shall pay to Tenant the balance not applied against Rent.  No interest or penalties shall accrue on any amounts, which Landlord is obligated to credit or to pay Tenant by reason of this Paragraph 3c.

           d.       Calculation of Projected Expense Adjustments:  Prior to the end of each calendar year during the Term of this Lease, Landlord shall deliver to Tenant a statement setting forth the amount by which Tenant's Proportionate Share of the projected Expenses for the next calendar year within the Term of this Lease is anticipated to exceed the Base Expense Amount.  During said following calendar year, Tenant shall pay to Landlord, as Additional Rent, an amount equal to one-twelfth (1/12) of Tenant's Proportionate Share of such projected excess Expenses.  The Tenant's obligation to pay such projected excess shall survive the expiration of the Term.

 4.     USE OF PREMISES:

           a.       Permissible Use of Premises:   The Premises shall be used by Tenant as a banking and financial services office and for the support of the aforementioned and for no other purposes without the prior written consent of the Landlord.  Tenant will not use the Premises for the purpose of retail sales, provided, however, commercial and consumer-banking activities shall not be considered to be retail sales.  Tenant shall not do or permit to be done in or about the Premises nor bring or keep or permit to be brought therein, anything which is prohibited by or in conflict with any law, statute, ordinance or government rule or regulation now in force or which may hereafter be enacted or promulgated, or which is prohibited by any standard form of fire insurance policy or which will in any way increase the existing rate of or negatively affect any fire or other insurance upon the Building or any of its contents, or cause a cancellation of any insurance policy covering the Building or any part thereof or any of its contents.  Tenant shall not do or permit anything to be done in or about the Premises which will in any way obstruct or interfere with the right of other tenants of the Building, or injure or annoy them, nor will Tenant cause, maintain or permit any nuisance in, on or about the Premises.

          b.       Care of Premises:   Tenant shall commit no waste with respect to the Premises and shall take good care of and keep in good repair the Premises and fixtures therein.  At the expiration or earlier termination, or cancellation of this Lease, Tenant shall surrender the Premises and fixtures therein in the same condition as when initially received by Tenant, subject only to reasonable wear and tear from normal use, and Tenant shall surrender all keys for the Premises to Landlord at the place then fixed for the payment of rent.  Subject to the terms and limitations of Paragraph 7 hereof, Tenant shall remove all Tenant's property before surrendering the Premises.  All injuries to the Building or fixtures caused by moving the property of Tenant in or out of the Premises, and any and all breakage or other injury whatsoever done by Tenant, its agents, servants, employees, independent contractors, customers, licensees, invitees, or visitors, as well as any damage done by water, steam, electricity, fire or other substance due to the acts, omissions or neglects of the aforesaid parties, may be repaired by Landlord at the expense of Tenant, and shall become due and payable upon delivery of a statement of such charges by Landlord to Tenant or mailing the same postage prepaid, to Tenant at its last known address.

 


          5.       ASSIGNMENT AND SUBLETTING:

a.     Notice of Proposed Sublease, Right of Recapture:   Tenant shall notify Landlord if at any time during the Term hereof it desires to assign this Lease or sublet all or part of the Premises.  Provided Greenville First Bank, N.A. is not in material default with written notice Greenville First Bank, N. A. shall have the right during the Lease Term, or any extensions there of, at any time, to sublet or assign all or any portion of the Premises and keep the profit, if any, to any related entity or affiliate of Greenville First Bank, N. A. whether by merger, consolidation, or any successor company without the Landlord's approval or consent provided the original entity remains financially liable and such assignee is of equal or greater financial strength as the original entity.

It is further understood and agreed that Tenant, with Landlord's approval, which approval may not be unreasonably withheld, conditioned or delayed, shall have the right to assign or sublease all or any portion of the Premises during the term to any subtenant of a similar type and quality.  Tenant shall retain fifty percent (50%) of any profit derived therefrom and remit the remaining fifty percent (50%) profit to the Landlord as additional rent.

b.    Sublease or Assignment upon Landlord Consent:  Subject to the foregoing terms of Paragraph 5(a), Tenant shall not make or permit any assignment, sublease or mortgage (by operation of law or otherwise) of this Lease, in whole or in part, without the prior express written consent of Landlord.  Tenant shall not permit the use or occupancy of the Premises or any portion thereof by anyone other than Tenant and shall not make any transfer of any nature whatsoever of its rights or interests under this Lease without the prior written consent of Landlord.   Any such assignment or subletting, whether approved by Landlord or not shall not relieve the Tenant of any liability for the total agreed Rent due hereunder no from Tenant's obligation to perform all the covenants under this Lease unless Tenant is specifically relieved of such obligation, in writing by Landlord. Any consent to subletting or assignment given by Landlord under this paragraph 5 shall not imply or be deemed to be consent to any other or subsequent instance or circumstance.

         6.     MAINTENANCE AND REP AIRS:   Landlord will, at its own cost and expense, except as may be provided elsewhere herein or in any exhibit hereto, make necessary repairs of damage to the Building, corridors, lobby, structural members of the Building, and equipment used to provide the services referred to herein, unless any such damage is caused by acts or omissions of Tenant, its agents, servants, customers, employees, independent contractors, licensees, visitors or invitees, in which event Tenant will bear the cost of such repairs. Tenant shall have the obligation to repair and maintain the Premises except where damage to the Premises is caused by the negligence or willful acts or omissions of Landlord, its agents, employees, or invitees, or the failure of any Building system or structure, including but not limited to windows and exterior walls that are the expressed responsibility of the Landlord to maintain.

          7.       IMPROVEMENTS AND FIXTURES:

          a.       Improvements by Landlord:   If Landlord and Tenant desire for improvements to be made to the Premises prior to the Commencement Date, such improvements shall be made pursuant to the Tenant Workletter attached hereto and made a part hereof as Exhibit D.

          Tenant acknowledges that, after the Commencement Date, If Landlord is to additionally alter, remodel, improve, add to, or do any physical act or thing to the Premises, other than as required herein, same shall be at the sole expense of Tenant and shall be effected only by a work order signed by both Landlord and Tenant.  Any monies due Landlord from Tenant for completed work orders shall be deemed Additional Rent hereunder.  In the absence of a work order signed by the parties Landlord is under no obligation to make any such improvement or to do any physical act or thing to the Premises.


          b.       Improvements by Tenant:   Tenant shall make no improvements to the Premises without prior written approval of Landlord.  Such approval shall not be unreasonably withheld if such improvements are normal for office use, do not alter the exterior of the Building, are not of a structural nature and are accompanied by prepayment or bond provision or waivers by the contractor in form satisfactory to Landlord sufficient to protect the Building from claims or liens of any sort.  Tenant shall conduct its work in such a manner as to maintain harmonious labor relations and not interfere with the operation of the Building or occupancy or enjoyment of other tenants and shall, prior to the commencement of the work, submit to the Landlord copies of all necessary permits.  Landlord reserves the right to approve any contractors hired by Tenant for the conduct of such authorized improvements.

          c.       Landlord's Property:   The landlord has provided the Tenant with an upfit allowance of $32.50/USF as further described in Exhibit D, section 2 of this agreement. To the extent that these funds are provided or additional Landlord funds are provided, these funds in aggregate immediately represents and becomes the dollar value of the Landlords improvements to the Premises "Landlords Property".

          d.      Tenant's Property and Fixtures:   All improvements, whether temporary or permanent in character, made in or upon the Premises and paid for by the Tenant shall remain the Tenants property for the Term of the lease and any extensions and renewals there of "Tenants Property".  At the end of the Term hereof Tenants Property shall remain in or upon the Premises without compensation to Tenant and become the Landlords Property. All of Tenant's furniture, movable trade fixtures and equipment including any Vault Doors not attached or readily removable to the Building may be removed by Tenant at the termination of this Lease, if Tenant so elects, and shall be so removed, if required by Landlord, and, if not so removed shall, at the option of Landlord, become the property of Landlord.

          e.       Electrical, Telecommunications and Data Wiring:   Any and all expenses and costs of any nature whatsoever attributable to the installation, maintenance, operation and/or removal of telephone equipment, computer equipment and the like and all related cabling, and wiring shall be borne solely by the Tenant.

1.   Removal of Electrical and Telecommunications Wires.

          a.     Landlord May Elect to Either Remove or Keep Wires.   Sixty (60) days prior to the expiration or sooner termination of the Lease, Landlord may elect ("Election Right") by written notice to Tenant to

(i)                  Retain any or all wiring, cables, conduits, and similar installations appurtenant thereto installed by Tenant in the risers of the Building ("Wiring");

(ii)                Remove any or all such Wiring.  Removal shall be at Tenant's sole cost and expense.

2.     Mechanics' Liens:   Other than the Landlords obligations to provide an upfit allowances as described in Exhibit D of this agreement.  Nothing contained herein shall be deemed or construed as an agreement by Landlord to be responsible for the costs of the construction, repair, or maintenance of any improvements to be made to the Premises by Tenant hereunder or to subject the interests of Landlord in the Premises to any mechanics' liens or liens resulting from such costs.  Tenant shall not have the power or authority to allow any lien and will not permit any liens to be placed upon the Premises or the Building or improvements thereto during the Term hereof and resulting from any work performed, materials furnished, or obligations incurred by or at the request of Tenant, and in the case of the filing of any such lien, Tenant will promptly pay, satisfy, and remove or bond off same.  If default in payment thereof or failure to bond off said lien shall continue for ten (10) days after written notice thereof from Landlord to Tenant, Landlord shall have the right and privilege at Landlord's option of paying the same or any portion thereof without inquiry as to the validity thereof and any amounts so paid including reasonable expenses shall become Additional Rent hereunder due from Tenant to Landlord and shall be repaid to Landlord immediately upon rendition of an invoice therefore, together with interest at an annual rate equal to the prime rate as published in the Wall Street Journal plus five (5) percent, until repaid, and if not so paid within ten (10) days of the rendition of such bill, such failure to repay shall constitute a default hereunder.

          8.       UTILITIES AND SERVICES:

           a.       Landlord's Services: Landlord shall furnish the Premises with the following:

1.             Electricity for routine lighting and the use of general office machines such as typewriters, dictating equipment, calculators, personal computers, network servers and the like, which use 110 volt electric power;


2.             Heat and air conditioning during the Tenants usual business hours (exclusive of Saturday afternoons, Sundays and Bank holidays as observed by the Federal Reserve) reasonably required for the occupation of the Premises, such heat and air conditioning to be provided by using the existing systems in the Building, it being expressly understood and agreed by the parties that Landlord specifically shall not be liable for any losses or damages of any sort incurred by Tenant due to any failure of the equipment to function properly, or while it is being repaired, or due to any governmental laws, regulations or restrictions pertaining to the furnishing or use of such heat and air conditioning.  To the extent that Tenant requires heating or air conditioning services outside the aforementioned usual business hours, Landlord shall supply same to Tenant at Landlord's actual cost, which cost shall be payable by Tenant within 10 days after receipt of an invoice from Landlord.

3.              Lighting replacement for the Premises' standard lights;

4.              Toilet room supplies;

5.              Daily janitor service furnished at the time and manner that janitor service is customarily furnished in similar Class A office buildings in Greenville, South Carolina;

6.             Water; and

7.             Sewage.

          b.       No Liability for Interruption:   Landlord shall not be liable for any damages directly or indirectly resulting from, nor shall any Rent herein set forth be abated by reason of installation, use, or interruption of use, of any equipment in connection with the furnishing or delay in furnishing of any of the foregoing services, when such failure or delay is caused by accident or condition beyond the reasonable control of Landlord or by the making of necessary repairs or improvements to the Premises or to the Building.  The temporary failure to furnish any such services shall not be construed as an eviction of Tenant or relieve Tenant from the duty of observing and performing any of the provisions of this Lease. However, Landlord has a duty to provide the services described in sec. 8 of this agreement and should said interruption of services continue for more than 24 hours Tenant shall have the right to offset rent for any items under Landlord's control.

           9.       INDEMNITY:

          Tenant covenants and agrees to indemnify, defend and hold Landlord harmless from any loss, cost, claim or expense whatsoever (including reasonable attorney fees), imposed upon Landlord due to or by reason of or relating to any of the following:

(a)        Any personal injury (including death) or property damage occurring on or about the Premises;

(b)        Any work or thing done on or about the Premises by or on behalf of Tenant;

(c)        Any breach or default by Tenant in fulfilling or performing any covenant or obligation under this Lease;

(d)        Any act or negligence or omission of Tenant or its employees, agents, contractors, servants, employees, customers, visitors and licensees incident to Tenant's occupancy of the Premises or its use thereof;

Any failure to comply with any and all applicable laws, ordinances, statutes and regulations, of any governmental body or subdivision, and the Rules and Regulations listed in Exhibit B hereto (as any of the same may be amended from time to time).  Upon written notice from Landlord, Tenant shall resist and defend, at its expense, any action or proceeding brought against Landlord by reason of any such claim, and by counsel reasonably satisfactory to Landlord.

          Landlord covenants and agrees to indemnify, defend and hold Tenant harmless from any loss, cost, claim or expense whatsoever (including reasonable attorney fees), imposed upon Tenant due to or by reason of or relating to any of the following:


 

(a)        Any personal injury (including death) or property damage occurring on or about the Premises;

(b)        Any work or thing done on or about the Premises by or on behalf of Tenant or Landlord;

(c)        Any breach or default by Landlord in fulfilling or performing any covenant or obligation under this Lease;

(d)        Any act or negligence or omission of Landlord or its employees, agents, contractors, servants, employees, customers, visitors and licensees incident to Tenant's occupancy of the Premises or its use thereof;

(e)        Any failure to comply with any and all applicable laws, ordinances, statutes and regulations, of any governmental body or subdivision.

          Upon written notice from Tenant, Landlord shall resist and defend, at its expense, any action or proceeding brought against Tenant by reason of any such claim, and by counsel reasonably satisfactory to Tenant.

          10.      QUIET ENJOYMENT:

          Landlord warrants and represents that it has full authority to execute this Lease for the Term specified above. Landlord covenants that upon Tenant's paying the Rent and performing its obligations and covenants, Tenant may peaceably and quietly have, hold and enjoy the Premises, subject nevertheless to the terms and conditions of this Lease.

          The Landlord shall obtain non-disturbance agreements from all current and future lenders, ground Lessors and any other party holding a lien on or an interest in the project.  Such agreement shall ensure that regardless of any actions or defaults by the Landlord, Tenant shall continue to enjoy all rights and privileges conveyed in the lease, so long as Tenant is not in default.

          11.      DAMAGE OR DESTRUCTION OF PREMISES:

            If, during the Term of this Lease, the Building or Building equipment or Premises be destroyed by fire or any other cause whatsoever or partially destroyed so as to render the Premises wholly unfit for occupancy Landlord and Tenant with thirty (30) days from said destruction will ascertain whether or not the damage can be repaired within one hundred eighty (180) days from the happening, and if it is concluded that they cannot be repaired for occupancy within one hundred eighty (180) days from the happening of the loss or damage, then this Lease shall, at either party's option, immediately terminate, by written notice, in which case Tenant shall surrender the Premises and interest therein and Tenant shall pay Rent only to the time of occurrence of such damage or destruction.  In case of total or partial damage or destruction to the Premises, Landlord may re-enter and repossess the same or any part thereof for the purpose of removing or repairing the loss or damage, and upon such repossession, Landlord shall immediately proceed to repair same unless, under the foregoing provision of this Paragraph 11, this Lease shall have terminated. If all of the Premises have been thus repossessed by Landlord for the purpose of repair, Rent during the period of such repossession and repair shall be wholly abated beginning with the date of said casualty and ending when the repairs are completed and the Premises are again made available for Tenant's possession and use. If only a portion of the Premises are thus repossessed, Rent shall be abated for such dispossession ratably, based on the portion of the Premises thus repossessed.  If fifty percent (50%) or more of the Premises are made unavailable, Tenant may terminate the Lease, upon written notice, without further liability to Landlord; provided that if Landlord can repair the Premises within 180 days from the date of damage, the Lease may not be terminated, but rent shall nevertheless abate during the period of repairs for the portion of the Premises damaged.

          Landlord shall not be required to rebuild, repair or replace any part of the furniture, equipment, fixtures and Tenant Improvements, which may have been placed, by Tenant or other tenants within the Building or Premises. Notwithstanding the foregoing, in the event any mortgagee, under a deed of trust, security agreement or mortgage on the Building, should require that insurance proceeds be used to retire the mortgage debt, Landlord shall have no obligation to repair or rebuild and this Lease shall terminate at Landlord's option and upon notice to Tenant.

 


          12.      EMINENT DOMAIN:

                   1.       Taking.   Landlord shall promptly notify Tenant if Landlord receives notice of the intention of any authority to appropriate, take or condemn any portion of the Leased Premises for public or quasi-public use under any right of eminent domain condemnation, or other law (collectively a "Taking").

                   2.       Voluntary Conveyance.   Neither party to this Lease will voluntarily convey any interest related to this Lease to any agency, authority or public utility under threat of a Taking in lieu of formal proceedings without first providing at least ten (10) days prior written notice to the other of any request or intention to do so.  For the purposes of this Section 12.02, all amounts paid pursuant to any agreement with any condemning authority, which has been made in settlement of or under threat of any condemnation or other eminent domain proceeding affecting the Leased Premises shall be deemed to constitute an award made in such proceeding.

                   3.       Continuation of Lease.

                             (a)      If all of the Leased Premises (or if less than all of the Leased Premises, but the remaining portion cannot be feasibly operated as then used or intended to be used) shall be acquired by a Taking, then the term of this Lease shall cease and terminate as of the date title to the subject property shall vest in the authority appropriating the property and all Rent due Landlord shall be paid up to that date.  Notwithstanding the foregoing, in the event the Leased Premises are subject to a Sublease by Tenant which remains in full force and effect after the Taking, the within Lease will remain in full force and effect and Tenant shall continue to be obligated under the terms of this Lease. 

                             (b)      In the event of a condemnation of a portion of the Leased Premises which takes less than all of the Leased Premises and the remaining portion can be feasibly operated as then used or intended to be used, then Tenant shall promptly restore the Leased Premises to an architectural whole and this Lease shall continue in full force and effect, provided, however, that Tenant shall have no obligation to rebuild any buildings on the Leased Premises if such Taking should occur later than twenty (20) years from the commencement date of this Lease.

                   4.       Award for Taking.   Landlord and Tenant each covenant and agree to seek separate awards in all such condemnation proceedings and to use their respective best efforts to see that separate awards are made at all stages of all proceedings.  Landlord and Tenant agree that Landlord shall receive as damages the fair market value of any of the real estate taken by such proceeding and Tenant shall receive the value of the Improvements taken and other damages done to it as a result of its occupancy of the Leased Premises.  If the Order or Decree in any condemnation or similar proceeding shall fail to separately state the amount to be awarded to Landlord and Tenant by way of compensation and damages shall be equitably apportioned between Landlord and Tenant as provided for hereinabove.

              5.       Abatement of Rent.   If there is a Taking of the Leased Premises and the Lease does not terminate, the Minimum Rent will be reduced by that proportion which the number of square feet of the Leased Premises of which Tenant is thereby deprived bears to the total square feet encompassed within the entire Leased Premises immediately prior to such Taking.

          13.      DEFAULT:

          Landlord, at its election, may exercise any one or more of the optional remedies referred to below upon the happening or at any time after the happening of any one or more of the following incidents of default.  The exercise of any of the following remedies shall not be deemed to preclude the exercise of any others herein listed or otherwise provided by law at the same time or at later times or actions.

          a.       Incidents of Default:

1.            Tenant's failure to pay the Rent (which includes Base Rent and Additional Rent) or any other sums payable hereunder on or before the date said payments are due.

2.            Tenant's failure to timely observe, keep or perform any of the other terms, covenants, agreements or conditions of this Lease or in the Rules and Regulations for a period of ten (10) business days after written notice by Landlord.


3.           The involuntary filing of bankruptcy proceedings against and concerning Tenant; provided, however, Tenant shall be entitled to sixty (60) days from filing within which to procure termination of said proceedings and thereby avoid any default under this Lease.

4.            Tenant making an assignment for the benefit of creditors.

5.            A receiver or trustee being appointed for Tenant of a substantial portion of Tenant's assets; provided, however, Tenant shall be entitled to thirty (30) days from appointment within which to procure termination of said proceedings and thereby avoid any default under this Lease.

6.            Tenant's voluntary petitioning for relief under, or otherwise seeking the benefit of, any bankruptcy, reorganization arrangement or insolvency law.

7.            Tenant's vacating or abandoning the Premises or attempting to mortgage or pledge its interest hereunder.

8.            Tenant's interest under this Lease being sold under execution or other legal process; or

9.            Tenant's interest under this Lease being assigned or sublet except as provided for herein.

 

          b.       Landlord's Remedies:

                   In the event of default under Paragraph 13a, Landlord may:

1.            Terminate Tenant's right to possession under the Lease and reenter and retake possession of the Premises, and Landlord shall relet or, using commercially reasonable efforts, attempt to relet the Premises on behalf of Tenant at such rent and under such terms and conditions as Landlord may deem best under the circumstances for the purpose of reducing Tenant's liability.  Landlord shall not be deemed to have thereby accepted a surrender of the Premises, and Tenant shall remain liable for all Rent, Additional Rent or other sums due under this Lease and for all actual and reasonable damages suffered by Landlord because of Tenant's breach of any of the covenants of the Lease.

2.            Declare this Lease to be terminated, ended and null and void, and re-enter upon and retake possession of the Premises whereupon all right, title and interest of the Tenant in the Premises shall end.

3.            Declare the Tenant to be in default under the terms of this Lease and pursue all rights and remedies, at law or in equity (including loss of rents resulting from such default) in accordance with the terms of this Lease.


          No re-entry or retaking possession of the Premises by Landlord shall be construed as an election on its part to terminate this Lease, unless a written notice of such intention is given to Tenant.  Nor shall pursuit of any remedy herein provided constitute a forfeiture or waiver of any other remedy available to Landlord hereunder or any Rent due to Landlord hereunder or of any damages accruing to Landlord by reason of the violations of any of the terms, provisions and covenants herein contained. Nor shall Landlord's pursuit of any one or more of the remedies stated herein preclude Landlord's pursuit of any other remedy provided for or allowed by law or in equity, separately, concurrently or in combination therewith. Landlord's acceptance of Rent or Additional Rent following any event of default hereunder shall not be construed as Landlord's waiver of such event of default.  No forbearance by Landlord of action upon any violation or breach of any of the terms, provisions and covenants herein contained shall be deemed or construed to constitute a waiver of the terms, provisions, or covenants herein contained.  Forbearance by Landlord to enforce one or more of the remedies herein provided upon an event of default shall not be deemed or construed to constitute a waiver of any other violation or default.  Legal actions to recover for loss or damage that Landlord suffers by reason of termination of this Lease or the deficiency from any reletting as provided for above shall include the reasonable expense of repossession and any repairs undertaken by Landlord following repossession.  Time is of the essence of this Lease.  Any reference in this Lease to "days" shall mean calendar days.

          14.      ATTORNEYS' FEES AND LITIGATION :

          In the event it becomes necessary for Landlord to institute legal proceedings against Tenant for breach of any of the covenants or conditions, or to enforce any remedy for any incident of default, the Tenant agrees to pay all reasonable costs, charges and expenses, including fees of attorneys, agents, and others retained or employed by Landlord in enforcing the obligations and undertakings of Tenant, and all reasonable costs, charges, and expenses incurred in any related lawsuit, negotiation, or trans action.

          15.      LANDLORD'S LIEN:

          To secure the payment of all Rent due and to become due hereunder and the faithful performance of all of the other covenants of this Lease required to be performed by Tenant, Tenant hereby gives to Landlord an express contract lien on and security interest in all property, chattels or merchandise owned by Tenant which may be placed on the Premises and also upon all proceeds of any insurance which may accrue to Tenant by reason of damage to or destruction of any such property, chattels or merchandise.  All exemption laws are hereby waived by Tenant.  This lien and security interest is given in addition to the Landlord's statutory liens and shall be cumulative thereto.  This lien and security interest may be foreclosed with or without court proceedings, by public or private sale, upon not less than fifteen (15) days prior notice, and Landlord shall have the right to become purchaser upon being the highest bidder at su ch sale. 

          16.      SUBORDINATION:

          In consideration of the execution of this Lease by Landlord, Tenant accepts this Lease subject to any lien of any mortgage (and each renewal, modification, consolidation, replacement or extension thereof) or any other method of financing or refinancing which might now or hereafter constitute a lien upon the Building or improvements therein or on the Premises (or the land upon which the Premises are situate) and to any zoning ordinances and other building and fire ordinances and governmental regulations relative to the use of the property.  Although no instrument or act on the part of Tenant shall be necessary to effectuate such subordination, within ten (10) business days following written request by Landlord, the Tenant shall subordinate its rights hereunder to any lien now or hereafter imposed upon or enforced against the Premises or any part thereof, and to advances thereafter to be made upon the security thereof, by executing and delivering to the Landlord a suitable written document substantially in the form(s) prescribed by Landlord's Lender. Further, Tenant shall and hereby does agree to attorn to any such lien-holder; provided, however, that the lien-holder shall also enter into and execute such form of written agreement that is acceptable to each of the Landlord, Tenant and such lien-holder. As a minimum, said agreement shall contain lienholder covenants not to disturb Tenant's possession and use hereunder so long as Tenant is in compliance with this Lease.

          17.      SECURITY DEPOSIT:   Intentionally left blank

          18.      FORCE MAJEURE:

            Whenever a period of time is herein prescribed or obligation imposed for action to be taken by a party hereto, such party shall not be liable or responsible for, and there shall be excluded from the computation for any such period of time, any delays due to strikes, riots, acts of God, shortages of labor or materials, theft, fire, public enemy, insurrection, court order, requisition of other governmental body or authority, war, governmental laws, regulations or restrictions, or any other causes of any kind whatsoever which are beyond the control of such party.

          19.      SEVERABILITY A ND JOINT AND SEVERAL LIABILITY :

              The invalidity or unenforceability of any provision hereof shall not affect or impair any other provision.  Where a party hereunder consists of more than one party, the obligations of each such party will be joint and several hereunder.


       

20.   RENT A SEPARATE COVENANT:

Tenant shall not for any reason withhold or reduce any required payments of Rent or other charges provide in this Lease, it being agreed that Landlord's obligations hereunder are independent of Tenant's obligations.

           21.      RELOCATION:   Intentionally left blank

           22.      CER TIFICATE OF TENANT'S AUTHORITY :

          If Tenant is an entity other than an individual, the officer, agent or other person signing this Lease warrants and certifies to Landlord that the Tenant is in good standing and authorized to conduct business in the State of South Carolina. The undersigned officer, agent or other person signing the Lease on behalf of Tenant hereby further warrants and certifies to Landlord that he or she is fully authorized and empowered to bind the Tenant to the terms of this Lease by his or her signature he reto.

          23.      ABSENCE OF OPTION:

          The submission of this Lease for examination does not constitute a reservation of or option for the Premises and this Lease becomes effective only upon execution and delivery thereof by Landlo rd.

          24.      BROKERAGE COMMISSION:

          Tenant warrants that (except as provided below) there are no claims for broker's commission or finder's fees claiming through Tenant in connection with its execution of this Lease and agrees to indemnify, defend and save Landlord harmless from any liability which may arise from such claim, including attorney's fees.

          The parties agree that Coldwell Banker Commercial Caine represents the Landlord in this transaction and Cothran Properties, LLC represents the Tenant.   As evidenced by a separate agreement.

          25.      SPECIAL PROVISIONS

          Any special provisions required under this Lease shall be included on Exhibit E and shall be signed by both parties t o this Lease.

           26.      AMENDMENTS:

          This Lease contains the entire agreement between the parties hereto and may not be altered, changed or amended, except by instrument in writing signed by both parties hereto.  No provision in this Lease shall be deemed to have been waived by either party hereto unless such waiver be in writing signed by such party and addressed to the other party, nor shall any custom or practice which may grow up between the parties in the administration of the provisions hereof be construed to waive or lessen the right of either party to insist upon the performance by the other party in strict accordance with the terms thereof.  The Lease shall apply to, inure to the benefit of, and be binding upon the parties hereto, and upon their respective successors in interest and legal representatives, except as otherwise herein expressly provided.

       


   27.      TRANSFER OF LANDLORD'S INTERES T AND LIMITATIONS ON LIABILITY :

          In case Landlord or any successor to Landlord's interest in the Premises shall convey or otherwise dispose of the Building or Premises; all liabilities and obligations on the part of such Landlord or its successors as Landlord under this Lease accruing after such conveyance or disposal shall terminate upon such conveyance or disposal, and thereupon all such liabilities and obligations shall be binding upon any such new owner of Landlord's interest in the Premises.  Neither the Landlord nor any of its officers, directors, stockholders, members, managers or partners have any personal liability in connection with the performance or failure of performance of any of the covenants, conditions or provisions of this Lease to be performed by said Landlord; and the Tenant agrees to look solely to the Landlord's interest in the Premises and in this Lease for the recovery of any damages sustained by reason of such performance or failure to perfor m.

          28.      ESTOPPEL CERTIFICATE:

At any time and from time to time, Tenant agrees that within ten (10) business days after receiving a written request from Landlord, to execute and deliver to Landlord, for the benefit of such persons as Landlord names in such request, a statement certifying to such of the following information as Landlord shall request: (a) that this Lease constitutes the entire agreement between Landlord and Tenant and is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications); (b) the dates to which all Rents and other charges hereunder have been paid; (c) that the Premises have been completed on or before the date of such letter and that all conditions precedent to the Lease taking effect have been carried out; (d) that Tenant has accepted possession, that the Lease Term has commenced, that Tenant is occupying the Premises, that Tenant knows of no default under the Lease by Landlord and that there are no defaults or offsets which Tenant has against enforcement of this Lease by Landlord; and (e) the actual Commencement Date of the Lease and Termination Date of the Lease, provided such facts are true and ascertainabl e.  

29.   ENFORCEMENT OF TERMS:

No act or thing done or omitted to be done by Landlord or Landlord's agents during the Term of this Lease, which is necessary to enforce the terms of this Lease, or the Rules and Regulations, shall constitute an eviction by Landlord nor shall it be deemed an acceptance or surrender of said Premises, and no agreement to accept such surrender shall be valid unless in writing signed by Landlord.  No employee of Landlord or Landlord's agent shall have any power to accept the keys of said Premises prior to the termination of the Lease.  The delivery of keys to any employee of Landlord or Landlord's agents shall not operate as a termination of the Lease or a surrender of the Premises, without a written statement from Landlord to the contrary.  

          30.      INSURANCE:

          Tenant shall, at Tenant's expense, fully insure Tenants Property and fixtures located in the Premises against fire and other casualty. Also at its own expense, Tenant shall obtain and maintain for the mutual benefit of Landlord, Landlord's managing agent (presently Caine Company) and Tenant, Commercial General Liability Insurance (current ISO form or its equivalent) with a combined single limit, each Occurrence and General Aggregate-per location of at least Two Million Dollars ($2,000,000.00), which policy shall insure against any liability relating to ownership, use, occupancy or maintenance of the Premises and all areas appurtenant thereto, including contractual liability and which shall insure the indemnity provisions contained herein.  If, during the Term of this Lease, higher limits of insurance than those mentioned above are appropriate, customary, and generally required for like premises utilized for similar uses, Tenant shall procure such increased limits of insurance. Tenant shall cause Landlord to be named as an additional insured under such policies and shall, prior to the Commencement Date, furnish Landlord with certificates of insurance with loss payable clauses satisfactory to Landlord.  The limit of said insurance shall not, however, limit the liability of Tenant hereunder. Tenant may carry said insurance under a blanket policy, provided, however, Landlord and additional insureds shall be named as insureds there under, as their interests may appear; and provided, further, that coverage afforded shall not be reduced or diminished by reason of the use of such "blanket policy" and must be at least equal to the coverage which would be provided under a separate policy covering only the leased Premises.  If Tenant shall fail to procure and maintain reasonable insurance, Landlord may, upon 10 days prior written notice, but shall not be required to, procure and maintain same, but at the expense of Tenant.  No such policy shall be cancelable or subject to reduction of coverage except after thirty (30) days prior written notice to Landlord.  As used in this Paragraph 30, the term "Landlord" shall be deemed to include any agent, employee, or servant of Landlord or third party operator and owner of the Building.  All policies of insurance obtained by Tenant in accordance with this Paragraph 30 shall be written as primary, and not contributing with or in excess of the coverage carried by Landlord or additional insureds, their agents, servants, and employees.



          Landlord shall maintain, as part of its Operating Expense, insurance on the Building, Premises and Landlords Property in the Premises against loss or damage by fire and other risks embraced by the so-called "Broad Extended Coverage Endorsement" in amounts at all times sufficient to prevent Landlord or Tenant from becoming a co-insurer under the applicable policies but, in any event, in an amount not less than 100 percent of the full actual replacement value.  Likewise, Landlord shall maintain Landlord's risk public liability insurance with single limits of at least $1,000,000 and rental insurance against loss of rental under a rental value insurance policy covering the risk of loss due to the occurrence of any hazards insured against under Tenant's Fire and Extended insurance on the Building, in an amount sufficient to prevent Landlord from becoming a co-insurer, but in any event in an amount sufficient to pay the rent for one year payable under this Lease.

           31.      MISCELLANEOUS:

          a .       Upon request of either party, the other party shall execute a memorandum of lease substantially in the form attached hereto as Exhibit I and acceptable for purposes of recordation with the office of the Register of Deeds for Greenville County, South Carolina.

          b .       This Lease and the interpretation thereof shall be governed by and construed in accordance with the laws of the State of South Carolina without regard for the conflicts of law principles thereof.

The captions appearing in the Lease or within the Paragraph number designations are for convenience only and do not in any way limit or amplify the terms and provisions of this Lease.

"Rentable" and "Useable Area" measurements for the Building or Premises referred to in this Lease or any Attachment hereto shall be measured in accordance with the "Standard Method for Measuring Floor Area in Office Buildings", also known as ANSI/BOMA 1996 Standards, as approved by the American National Standards Institute, Inc. and published by the Building Owners and Managers Association International.

                  Notwithstanding any reference contained herein to Verdae Technology Park, Landlord shall be under no obligation to further develop or construct any other improvements on any property of Landlord except as may be expressly agreed to herein.

           32.      NOTICE:

          Any notice or document required or permitted to be delivered hereunder shall be deemed to be delivered or given when (a) actually received or (b) signed for or "refused" as indicated on the postal service return receipt.  Delivery may be by personal delivery or by United States Mail, postage prepaid, certified or registered mail, addressed to the parties hereto at the respective addresses set out opposite their names below, or at such other address as they hereafter specify by written notice delivered in accordance herewith:

LANDLORD:                                       Verdae Properties, LLC

ATTN:  Ms. Paulette Murphy

24 Verdae Boulevard, Suite 105

Post Office Box 516

Greenville, SC  29602       

 

  With Copies to:                                   Coldwell Banker Commercial Caine

ATTN:  Property Management

200 East Broad Street, Suite 200

PO Box 1908

Greenville, SC 29602

 

TENANT:                                              Greenville First Bank, N. A,

ATTN:

100 Verdae Boulevard, Suite 1100

Greenville, SC 29602

 

With Copies to:                                   Bannister & Wyatt

                                                                ATTN: John Wyatt

                                                                401 Pettigru Street

                                                                Greenville, SC 29603


                                                            

          IN WITNESS WHEREOF , the undersigned, upon due authority, have hereunto executed this Lease as of the date first above written.

 

SIGNED, SEALED AND DELIVERED            TENANT:

IN THE PRESENCE OF:                                Greenville First Bank, N. A.

 

    /s/E B Kish                                        By:    /s/ R. Arthur Seaver              

                                                                            R. Arthur Seaver, Jr.

Witness

 

  /s/Ann Haselwood                             Its:      President                                 

Witness

 

SIGNED, SEALED AND DELIVERED             LANDLORD:

IN THE PRESENCE OF:                                 VERDAE PROPERTIES, LLC

 

    /s/Christi L. Hendrix                                 By:    /s/ Paulette Murphy                

                                                                                    Paulette Murphy

Witness

 

   /s/W. Edward Dorhany                               Its:       President                                 

Witness

 


 

EXHIBIT A

 

LEGAL DESCRIPTION

(Real Property on which the Building is situated)

          All that piece, parcel or lot of land lying and being situate in Greenville County, State of South Carolina fronting on southern side of Verdae Boulevard and consisting of 1.581 acres, more or less, as depicted on a plat of survey prepared by Freeland & Associates, Inc. dated November 9, 2000 and last revised May 3, 2001 which plat of survey is entitled "Boundary Survey for Verdae Properties, Inc.," and identified on such plat as "Tract 2," the metes and bounds of which are disclosed by reference to said survey, to wit:

BEGINNING at an iron pin in the eastern-most intersection of Verdae Boulevard and Bonaventure Drive, on the western side of Bonaventure Drive, and proceeding with such intersection S 56-12-58 E, 161.22 feet to an iron pin on the western side of Bonaventure Drive; thence running with the said western side of Bonaventure Drive S 09-43-50 E, 97.09 feet to an iron pin; thence continuing to follow the western side of Bonaventure Drive along a curve running S 11-07-20 E, 25.60 feet with of radius 540 feet and chord length 25.60 feet to an iron pin at the eastern joint corner of this Tract 2 and property now or formerly of Verdae Properties, Inc. and identified on such plat of survey as "Tract 3A,"; thence turning and running with the boundary of Tract 3A, S 78-46-02 W, 315.65 feet to a nail at western joint corner of this Tract 2 and Tract 3A; thence turning and running with the boundary of property now or formerly of Verdae Properties, Inc. and identified on such plat of survey as "Tract 1" or the "RMT Building Site," N 11-30-02 W, 251.65 feet to an iron pin at the joint northern-most corner of this Tract 2 and Tract 1; thence turning and following an irregular line along the frontage of Verdae Boulevard N 78-21-48 E, 5.37 feet to an iron pin; thence S 11-33-56 E, 15.00 feet to an iron pin; thence N 78-46-04 E, 200 feet to the point of the beginning.

 



FLOOR GRID

 

(attach)



EXHIBIT B

 

RULES AND REGULATIONS

(as amended 9/23/2002)

          The following Rules and Regulations have been adopted by the Landlord for the care, protection and benefit of the Premises and the Building and for the general comfort and welfare of all tenants.

          1.       The sidewalks, entrances, passages, halls, elevators and stairways shall not be obstructed by Tenant or used by Tenant for any purpose other than for ingress and egress to and from the Building and Tenant's Premises.

          2.       Restroom facilities, water fountains, and other water apparatus shall not be used for any purpose other than those for which they were constructed.

          3.       Landlord reserves the right to designate the time when freight, furniture, goods, merchandise and other articles may be brought into, moved or taken from the Premises or the Building.

          4.       Tenant shall not put additional locks or latches upon any door without the written consent of Landlord.  Any and all locks so added on any door shall remain for the benefit of Landlord, and keys to such locks shall be delivered to Landlord by and from Tenant.

          5.       Landlord shall furnish parking facilities near the Building for use by Tenant, Tenant's employees, agents, guests, or invitees, but Landlord does not guarantee the availability of parking spaces.  Landlord shall not be liable for injuries, damage, theft, or other loss, to persons or property that may occur upon or near said parking areas.  The driveways, entrances, and exits upon, into and from such parking areas shall not be obstructed by Tenant, its agents, servants, employees, independent contractors, licensees, customers, visitors, or invitees; provided, however, Landlord shall not be responsible or liable for failure of any person to observe this rule.  Tenant, its employees, agents, guests and/or invitees shall not park in space(s) reserved for others.

          6.       Tenant shall not install in the Premises any heavyweight equipment or fixtures or permit any excessive weight in any portion thereof without first having obtained Landlord's written consent.

          7.       Landlord reserves the right at all times to exclude newsboys, loiterers, vendors, solicitors, and peddlers from the Building and to require registration or satisfactory identification or credentials from all persons seeking access to any part of the Building outside ordinary business hours.  Landlord will exercise its best judgment in the execution of such control but not be liable for the granting or refusal of such access.

          8.       Landlord reserves the right at all times to exclude the general public from the Building upon such days and at such hours as in Landlord's sole judgment will be in the best interest of the Building and its tenants.

          9.       No wires of any kind or type (including but not limited to TV and radio antennas) shall be attached to the outside of the Building and no wires shall be run or installed in any part of the Building without Landlord's prior written consent.

        10.       Landlord shall furnish two (2) door keys to the Premises and/or Building, which shall be surrendered on termination of the Lease.  Landlord reserves the right to require a deposit for such keys to insure their return at the termination of the Lease.  Tenant shall get keys only from Landlord and shall not obtain duplicate keys from any outside source.  Further, Tenant shall not alter the locks or effect any substitution of such locks as are presently being used in the Premises or the Building.

        11.       Landlord will provide general security measures to restrict access to the Building after hours.  Tenant will be responsible for any desired further security measures as may be deemed necessary by Tenant in its own Premises; provided that any such further measures are approved by the Landlord in writing in advance.

         12.       Smoking is prohibited in the Building.  Smoking is also prohibited in or upon any of the common areas depicted as crosshatched on the drawing attached hereto and made a part hereof by this reference.



EXHIBIT C

 SCHEDULE OF BASE RENT

 

1.     BASE RENT .  The initial Base Rent payable in accordance with the terms of this Lease is $18.00 per annum per Rentable Square Foot.

2.     BASE RENT ESCALATION .  Base Rent shall be subject to escalation at the rate of 2% per annum, which escalation shall begin on the second anniversary of the Commencement Date. 

Occupied Premises :

Months

Operating Expense per Month

1 thru 5

$10,834.91 per month.47 PSF per month

   

YEARS

ANNUAL BASE RENT

1

$414,495

2

$423,253

3

$431,718

4

$440,353

5

$449,160

Beginning with the sixty sixth (66 th ) full month of the lease the per annum increase will be the greater of the average of the CPI for the previous five (5) years or 1%. In no event will the increase be less than 1%.

Unoccupied Premises :

Both the Landlord and Tenant agree to leave a portion of the first floor unfinished for the Tenants future expansion Unoccupied Premises. The Landlord agrees to the following reductions in the base rent on the unfinished space as shown below. The base rent less: the cost of the total tenant improvement allowance ($32.50/USF) for the space remaining unfinished, amortized at ten percent (10%) interest rate over the Base Term of the lease plus an applicable reduction in the operating expenses for services not provided to the unfinished space.

Months

Operating Expense per Month

1-5

$1,401.03 per month.27 PSF per month

   

YEARS

ANNUAL BASE RENT

1

$57,072

2

$58,213

3

$59,378

4

$60,565

5

$61,777

Beginning with the sixty sixth (66 th ) full month of the lease the per annum increase will be the greater of the average of the CPI for the previous five (5) years or 1%. In no event will the increase be less than 1%.

Build out and occupancy of the unoccupied Premises:



Both Landlord and Tenant have agreed to the rent as shown above on the unoccupied portion of the leased premises.  Starting five (5) months from the Commencement Date the Upfit Allowance of Thirty Two dollars and 50/100 ($32.50) per Usable square feet provided herein for the Unoccupied Premises shall be reduced daily by amortizing the upfit allowance at ten percent (10%) interest over a ten year period so long as the Unoccupied Premises remain unoccupied.  At such time, the Tenant wishes to complete and occupy the Unoccupied Premises Tenant shall notify the Landlord in writing of its intentions and as of the date of such notice the amortization of the original allowance of Thirty Two dollars and 50/100 ($32.50) per Usable square feet shall cease and the balance of the unamortized portion of the original upfit allowance ($32.50/USF) shall be provided to the Tenant for its upfit.  Once the Tenants work is complete, as evidenced by a certificate of occupancy from the appropriate governmental agency, Tenant will begin paying the same then current gross per square foot rental rate and have the same base year for Operating Expenses pass through on the previously Unoccupied Premises as the Tenant is currently paying on the original Occupied Premises.  All previous rental schedules for the unupfitted Unoccupied Premises shall terminate.

3.     FIRST RENEWAL OPTION :  Should Tenant elect to exercise its First Renewal Option then beginning with the one hundred twenty sixth (126 th ) full month of the lease the per annum increase over the previous lease years annual rental rate will be the greater of the average of the CPI for the previous five (5) years or 1%. In no event will the increase be less than 1%. Further, during the First Renewal Term the base year for "Operating Expenses" shall be reset to be the actual expenses of the first calendar year of the renewal.  Expenses shall be "grossed-up" to reflect and occupancy level of 95%.

4.     SECOND RENEWAL OPTION :  Should Tenant elect to exercise its Second Renewal Option then beginning with the one hundred sixty sixth (166 th ) full month of the lease the per annum increase over the previous lease years annual rental rate will be the greater of the average of the CPI for the previous five (5) years or 1%. In no event will the increase be less than 1%. Further, during the First Renewal Term the base year for "Operating Expenses" shall be reset to be the actual expenses of the first calendar year of the renewal.  Expenses shall be "grossed-up" to reflect and occupancy level of 95%.

5.     THIRD RENEWAL OPTION :  Should Tenant elect to exercise its Third Renewal Option then beginning with the two hundred twenty sixth (226 th ) full month of the lease the per annum increase over the previous lease years annual rental rate will be the greater of the average of the CPI for the previous five (5) years or 1%. In no event will the increase be less than 1%. Further, during the First Renewal Term the base year for "Operating Expenses" shall be reset to be the actual expenses of the first calendar year of the renewal.  Expenses shall be "grossed-up" to reflect and occupancy level of 95%.


 

EXHIBIT D 

TENANT WORKLETTER

 

The purpose of this Addendum is to set forth the rights and obligations of Landlord and Tenant with respect to space planning, engineering, final workshop drawings, and the construction and installation of any improvements to be made to the Premises prior to the Commencement Date (the "Tenant Improvements").  This Addendum contemplates that the performance of this work will proceed in four stages ‑in accordance with the following schedule: (i) preparation of space plan; (ii) final design and engineering and preparation of final plans and working drawings; (iii) preparation by the Contractor of an estimate of the actual cost of initial Tenant Improvements; (iv) submission and approval of plans by appropriate governmental authorities and construction and installation of the Tenant Improvements by the Commencement Date.

Tenant has expressed the desire to control the completion of all Tenant improvements.  Landlord agrees to this.  It is imperative that both Tenant and Landlord coordinate certain construction activities within the Premises to ensure orderly and timely performance by contractors retained by Landlord and those retained by Tenant.  Both Landlord and Tenant agree to work in good faith to ensure proper and timely completion of all construction activities.

In consideration of the mutual covenants hereinafter contained, Landlord and Tenant do mutually agree to the following:

1.     Space Planning, Design and Working Drawings .  Tenant shall provide and designate architects who will do the following at Tenant's reasonable expense, which expense shall be deducted from the Allowance (hereinafter defined).

a.     Attend a reasonable number of meetings with Tenant and Landlord's agent to define Tenant requirements.  Tenant shall provide one complete space plan prepared by the architect in order to obtain Landlord's approval.  Landlord shall approve said space plans in writing within five (5) days after the receipt thereof.

b.     Complete construction drawings for Tenant's partition layout, reflected ceiling grid, telephone and electrical outlets, keying, and finish schedule (subject to the limitations expressed in Paragraph 2 below).

All plans and working drawings for the construction and completion of Tenant's Premises, shall be subject to Landlord's prior written approval. Any material changes or modifications visible from outside the Premises or involving the Base Building Mechanical or structural systems.  Tenant desires to make to such plans or working drawings shall also be subject to Landlord's prior approval.  Landlord agrees that it approve or disapprove such plans within thirty (30) days of receipt of the plans and working drawings for the construction of Tenant's Premises, or of any changes or modifications thereof; provided, however, the Landlord shall have sole and absolute discretion to approve or disapprove any improvements that will be visible from the exterior of the Premises, or which may affect the structural integrity of the Building.  Any approval of such plans and working drawings by Landlord shall not constitute approval of any delays caused by Tenant and shall not be deemed a waiver of any rights or remedies that may arise as a result of such delays.  Landlord may condition its approval of plans and working drawings upon extension of the Commencement Date of the Lease if such plans and drawings vary in design or materials for the Building in which the Premises are located and may condition its approval on Tenant payment in advance for such improvements that are estimated to cost more than the Allowance.

2                      Allowance and Additional Allowance .

a.     Allowance :  Landlord agrees, at it sole cost and expense to provide an allowance of up to Thirty two Dollars and 50/100 ($32.50) per square foot of Useable Area in the Premises, to design, engineer, install, supply and otherwise to construct the Tenant Improvements in the Premises that will become a part of the "Building (the "Allowance").


 

b.     Additional Allowance :  Landlord and Tenant may, in writing, mutually agree to increase the Tenants Allowance in order for the Tenant to more expeditiously complete a portion of the Landlords work described in Exhibit I.  . Further, Landlord will at Tenants written request amortize up to an additional $5.00 per useable square foot over the Base Term of the lease at seven percent (7%) interest. Any unused Allowance shall be, at Tenants sole option, be credited to the rent or paid to the Tenant in cash within 10 business days of such written request.

c.     Payment :  Landlord agrees to pay Tenant, within twenty (20) days after being billed therefor, all costs and expenses incurred in completing the Tenant Improvements up to the amount of the Allowance and Additional Allowance, provided such billing is delivered to Landlord on or before the first day of any calendar month.  Such costs and expenses shall include all amounts charged by Tenant's contractor for performing such work and providing such materials (including the contractor's general conditions, overhead and profit).  If unpaid within twenty (20) days after receipt of an invoice the outstanding balance shall accrue interest at an annual rate equal to the prime rate published in the "Money Rates" Section of The Wall Street Journal plus five percent until paid in full.

3.     Signage and Keying .  Door and/or directory signage and suite keying in accordance with Building standard shall be provided and installed by the Landlord and deducted from the Allowance.  Building Signage to be at Tenant's sole cost and expense.

4.     Work and Materials at Tenant's Expense .

a.     Prior to commencing and providing any such work or materials to the Premises, Tenant shall select a contractor or contractors (the "Contractor") to construct and install the Tenant Improvements.

b.     Tenant is fully responsible for the payment of all costs in connection with the Tenant Improvements over the Allowance and Additional Allowances stated above.  At Tenant's election, Tenant may directly make payment for such property (subject to a credit to be paid by Landlord up to the maximum allowance.

5.     Tenant Plan Delivery Date .

a.     Tenant covenants and agrees that Tenant shall be solely responsible for the timely completion of plans and drawings and it is hereby understood time is of the essence.

b.     Tenant covenants and agrees to deliver to Landlord plans and working drawings By October 15, 2005 (the "Tenant Plan Delivery Date").  Landlord will approve or disapprove said plans by notice set forth herein below by November 15, 2005.  It is vital that the plans and working drawings be approved by the Landlord by November 15, 2005 in order to allow Tenant sufficient time to review Landlords comments on the plans and working drawings, to discuss with Landlord any changes therein which Tenant believes to be necessary or desirable, to enable the Contractor to prepare an estimate of the cost of initial Tenant Improvements, and to substantially complete Tenant's Premises within the time frame provided in the Lease.  Failure of Tenant to receive any disapproval by November 15, 2005 shall be deemed an acceptance of said plans and working drawings as presented.

6.     Access During Construction .  During construction of the Tenant Improvements in the Premises, Tenant shall be permitted reasonable access to the Premises,

         



EXHIBIT E

SPECIAL PROVISIONS

 

The following special provisions shall be appended to and become a part of the Lease by and between Verdae Properties, LLC ("Landlord") and Greenville First Bank, N. A.  ("Tenant").  Insofar as the following stipulations, supplement or conflict with any of the foregoing provisions of the Lease, the following provisions shall control.

1.              Tenant shall be accorded the right to erect two (2) signs on the parapet wall atop Bonaventure I giving Tenant's name and logo.  Final sign design and location shall be subject to Landlord's approval, such approval shall not be unduly delayed. Tenant has the right to illuminate this sign and the right to install and Maintain wiring to the sign from the nearest electrical closet.

2.              Tenant, by separate Ground Lease Agreement at a rental rate of $1.00 per annum, shall be accorded the right to erect, at Tenant's sole cost and expense a drive-in banking facility including such Automatic Teller Machines as Tenant finds current in the Banking industry.  Tenant shall have the right to install both directional sign to the drive through and signage on the drive through.  Tenant has the right to illuminate said signage and the right to install and maintain wiring to the signs from the nearest source of electrical power.  Any Tenant signage must be approved by Landlord.  Tenant acknowledges that no signage will be allowed on Verdae Boulevard or Bonaventure Drive.

3.              The parking area used in construction of this facility shall be deducted from the parking spaces allocated to Tenant as provided herein.



EXHIBIT F

See attached Site Plan                                         



  EXHIBIT G

  (form of ) CONFIRMATION OF LEASE TERM AGREEMENT

          THIS AGREEMENT, made as of this                 day of                                       , 2005, between Verdae Properties, LLC, a South Carolina limited liability company (hereinafter called "Landlord"), and                                                                     (hereinafter called "Tenant").

RECITALS

          WHEREAS, by a certain lease (hereinafter called the "Lease"), dated this     day of                                                , 2005, Landlord leased to Tenant a portion of the real property described in Exhibit "A" annexed hereto and made a part hereof, a memorandum or short form of which Lease was recorded in the office of                                                   in deed book            at page         , on this            day of                             , 2005.

         And ;

         WHEREAS, Tenant is now in possession of the premises demised under the Lease; and

          WHEREAS, under the terms of the Lease, Landlord and Tenant agreed to execute, acknowledge and deliver to each other an agreement setting forth the Commencement Date (as defined in the Lease), the date of expiration of the initial term of the Lease and the commencement dates of any Renewal Options (as defined in the Lease);

          NOW THEREFORE, Landlord and Tenant agree as follows:

1.       The Commencement Date                               

2.       The date of the expiration of the initial term of the Lease shall be                                   

3.        The Commencement Date of the first Renewal Option shall be the               day of                                             , 2005

           The first Renewal Option shall expire on the                day of                                . 2005

4.        The Commencement Date of the second Renewal Option shall be the         day of                                              , 2005

           The second Renewal Option shall expire on the        day of                        , 2005

5.        The Commencement Date of the third Renewal Option shall be the                  day of

                                                , 2005

       

            The third Renewal Option shall expire on the               day of                                       . 2005

6.         This Agreement shall bind and inure to the benefit of and be enforceable by the party's hereto and there respective heirs, personal representatives, successors and assigns.

7.         The commencement dates of each of the renewal periods set forth herein is contingent upon Tenant being in full compliance with all duties and obligations required of Tenant under the terms of the Lease at the time of the

            election by Tenant to exercise its right of renewal.

8.         This Agreement contains the entire understanding and agreement between the parties and supersedes any and all prior agreements, memoranda, arrangements and understandings relating to the subject matter hereof.  No

            representation, warranty, promise, inducement or statement of intention has been made by any party which is not contained herein and no party shall be bound by or be liable for any alleged representation, warranty, promise,

            inducement or statement not contained herein.  This Agreement cannot be changed, modified, waived or canceled except by an agreement in writing executed by the party against whom enforcement of such change,

            modification, waiver or cancellation is sought.



          IN WITNESS WHEREOF , Landlord and Tenant have affixed their signatures to this Agreement as of the day and year first above written.

 

WITNESS OR ATTEST:

                                                                                                                   (SEAL)

                                                                                                                   (SEAL)

 

WITNESSES:                                                         Verdae Properties, LLC

                                                                   By:                                                    

 



EXHIBIT H

 (form of) MEMORANDUM OF LEASE

STATE OF SOUTH CAROLINA            )

                                                                     )                            MEMORANDUM OF LEASE

COUNTY OF GREENVILLE                    )

THIS         MEMORANDUM OF LEASE dated as of this     day of                             , 2005, between Verdae Properties, LLC (hereinafter referred to as "Landlord"), and                                                           (hereinafter referred to as "Tenant").

 W I T N E S S E T H:

That for and in consideration of the sum of $1.00, and other good and valuable consideration and the further consideration of the rents reserved and the covenants and conditions more particularly set forth in that certain Lease Agreement between Landlord and Tenant dated as of                                                    , Landlord and Tenant do hereby covenant, promise and agree as follows:

1.     Landlord does demise unto Tenant, and Tenant does take from Landlord for the terms hereinafter provided, and any extensions thereof, all that certain piece, parcel or tract of land situate, lying and being in the City and County of Greenville, State of South Carolina, and being more particularly described on Exhibit A attached hereto and incorporated herein by reference.

2.     The lease term shall commence                                           , 2006, The Commencement Date                                        

The date of the expiration of the initial term of the Lease shall be

a.           The Commencement Date of the First Renewal Option shall be the        day                                 , 2005.  The First Renewal Option shall expire on the     day of                                       , 2005.

b.           The Commencement Date of the Second Renewal Option shall be the               day                                 , 2005.  The Second Renewal Option shall expire               day of                             , 2005.

c.           The Commencement Date of the Third Renewal Option shall be the       day of                                       , 2005.  The Third Renewal Option shall expire on the                  day of                             , 2005.

3.     The lease contains among its terms and provisions the following:

Nothing contained herein shall be deemed or construed as an agreement by Landlord to be responsible for the costs of the construction, repair, or maintenance of any improvements to be made to the Premises by Tenant hereunder or to subject the interests of Landlord in the Premises to any mechanics' liens or liens resulting from such costs.  Tenant shall not have the power or authority to allow any lien and will not permit any liens to be placed upon the Premises or the Building or improvements thereto during the Term hereof and resulting from any work performed, materials furnished, or obligations incurred by or at the request of Tenant, and in the case of the filing of any such lien, Tenant will promptly pay, satisfy, and remove or bond off same.

4.     The sole purpose of this instrument is to give notice of said Lease and all of its terms, covenants and conditions to the same extent as if said lease were set forth herein.



5.     The conditions, covenants and agreements contained in this instrument shall be binding upon and inure to the benefit of the parties hereto, their respective heirs, executors, administrators, successors and assigns. All covenants and agreements of this instrument and said Lease shall run with the land.



IN WITNESS WHEREOF, the parties hereto have affixed their hands and seals on the day and year first above written.

SIGNED, SEALED, AND DELIVERED                     "LANDLORD"

THIS            DAY OF               ,

2005, IN THE PRESENCE OF:                                Verdae Properties, LLC

 

                                                                             By:                                          

Witness

 

                                                                             Its:                                          

Witness

 

SIGNED, SEALED, AND DELIVERED                     "TENANT"

THIS            DAY OF               ,

2005, IN THE PRESENCE OF:                                Greenville First Bank, N. A.

 

                                                                             By:                                          

Witness

 

                                                                             Its:                                          

Witness



EXHIBIT I

BUILDING RETROFIT

The interior of the Building will be updated and enhanced to more readily meet the needs of today's office user.  Such work shall be performed, in a good and workmanlike manner in conformity with the norms and standards for similar construction in the area, and in compliance with all legal requirements, including without limitation, the Americans with Disabilities Act ("ADA") and that all liens upon the Building arising from the construction of Improvements shall be promptly removed by Landlord.  Landlord represents and warrants that, as of the Commencement Date, the Building and all Improvements are in good condition and working order, and are in compliance with all laws, including without limitation, the ADA.

Common Areas

The main lobby will be updated with new wall and floor coverings.  The appearance and materials will be similar quality to that of Bonaventure II and will include the use of wood paneling and fabric-covered panels mounted in relief fashion.  The floor covering will be composed of a mix of carpeting and hard tile.  Lighting will be of the same character and quality as found in Bonaventure II.

The restrooms will be upgraded with new counter tops for all vanity areas and new wall coverings of similar quality and materials as used in Bonaventure II.

Building access will be by a card reader system.  At tenants' request and expense after-hours floor access will be by card reader.  Further, at tenant's request and expense Suite access may be controlled by the card reader system.

The elevator cabs will be upgraded to the Class A standard commonly found in Greenville, SC. And of similar quality and materials as used in Bonaventure II.

Tenant Areas

All existing partition walls in Tenant areas will be removed, as well all floor covering, ceiling, and ceiling grid.  Any holes in the floors will be repaired and floors will be ready for carpet. The space will be returned to "first generation" condition with the installation of new ceiling grid, lighting, and exterior and core walls remaining stripped (if applicable) prepped and sanded.  New ceiling tiles will be stacked on the floor.  New lighting fixtures will be provided as described in "Electrical" below.

Electrical

The Building electrical service capacity will be upgraded to a nominal 19 watts per square foot.  All existing, abandoned communications and data wiring, existing 2 x 4 lay-in light fixtures and abandoned electrical wiring will be removed from the Building.  New light fixtures identical in type and spacing as those found in Bonaventure II will be provided.  This equates to fourteen 14 fixtures per one thousand (1,000)) useable square feet. Sixty fixtures will be installed, the remainder will be stacked on each floor.  As to the Occupied Premises, Landlord will install all fixtures per Tenant's space plan.  Such installation will be completed at the same cost Landlord pays for any installation.  If additional fixtures are required, Landlord will provide same at the same cost as Landlord pays for all fixtures.  A new 125 KW diesel-fired generator with a weatherproof housing will be installed.  This unit shall supply emergency power to egress lighting, the fire alarm control panel the card reader system and one passenger elevator.



D.         HVAC Description

The HVAC systems for Bonaventure I Building consist of four McQuay Commercial package cooling/heating units.  The units will be located on the roof of the building, which will aid in the quietness of the working area throughout the building.  Two units will serve the East end of the building and two units will serve the West end of the building.  All four units will be equipped with a VFD (variable frequency drive) to modulate the fan speed for energy savings during part load conditions of each floor.  Throughout the building will be independently controlled zones, one (1) per one thousand (1,000) rentable square feet, which will use the above ceiling heat on the exterior zones for first stage of heat during the heating season.  Again this is another energy savings component of this system.  Each of the roof top units will have an enthalpy economizer to provide free cooling during times of the year that the air is cool and dry enough.

For IAQ (indoor air quality) a complete separate unit will be located on the roof with a duct system to each floor and maintain the correct amount of outdoor air to each area.

The HVAC control system will consist of Alert on BACnet direct digital controllers for the VAV boxes and the air handler units.  The system will be connected to the building management system for viewing of all VAV boxes and AHU equipment controls, floor plan graphics, temperature indications, alarms, time scheduling, morning warm up sequence and set point change capability.  Each VAV box would incorporate stand-alone controller with flow control and wall zone sensor with digital readout of the space temperature and override.  The AHU controls would provide temperature control, pressure control and economizer operation.

E.      Fire Sprinkler System

The Landlord will install a "wet" fire sprinkler system in the Building.  The building standard is one (1) head for each twelve foot by fourteen-foot space of useable square footage.  Landlord will endeavor to install heads in accordance with the Tenant space plan.  If additional sprinkler heads are required, the charge will be that incurred by Landlord for such work.



EXHIBIT J

 

Operating Expenses - Bonaventure I

Greenville First Bank, N. A. - Unoccupied Premises

  

The following Operating Expense Accounts will be reduced to the percentage of actual expense indicated:

Electricity                                           33%

Water and Sewer                                0%

R/M Electrical                                    33%

R/M Electrical Supplies                    33%

Janitorial                                               0%

Landscape Contract                          50%

Landscape Seasonal/Extra                50%

Landscape Sprinkler System             50%



STATE OF SOUTH CAROLINA            )

                                                                     )                             PROBATE

COUNTY OF                                              )

          Personally appeared the undersigned witness and made oath that (s)he saw the within named                                                  by its duly authorized officer,                                  , sign, seal and, as its act and deed, deliver the within written Memorandum of Lease and that (s)he, with the other witness subscribed above, witnessed the execution thereof.

 

Sworn to and subscribed before me

this      day of                             , 2005

 

 

Notary Public for South Carolina

 

My commission expires:

 

 

 

 

STATE OF SOUTH CAROLINA            )

                                                                     )                             PROBATE

COUNTY OF GREENVILLE                     )

 

 

          Personally appeared the undersigned witness and made oath that (s)he saw the within named Verdae Properties, LLC, by its duly authorized officer,                                 , sign, seal and, as its act and deed, deliver the within written Memorandum of Lease and that (s)he, with the other witness subscribed above, witnessed the execution thereof.

 

 

 

Sworn to and subscribed before me

this      day of                             , 2005

 

 

Notary Public for South Carolina

 

My commission expires:



Exhibit 10.2

First Amendment to Office Lease Agreement with Greenville First Bank, N.A. dated September 20, 2005



Exhibit 10.2

 

FIRST AMENDMENT TO

OFFICE  LEASE AGREEMENT dated September 20, 2005

Landlord:  Verdae Properties, LLC

Tenant:  Greenville First Bank, N. A.

            Whereas the Landlord and Tenant entered into this Lease Agreement on September 20, 2005.  It was understood at execution that Tenant desired to Occupy all leased Premises initially and wishes to delete any and all references to "Leased and Unoccupied" Premises or "Leased and Unoccupied" portion of the Premises as may be referred to in the Lease Agreement.

            Whereas Landlord consents and agrees to such deletion.

            Now therefore the Lease Agreement shall be changed as follows:

Paragraph 1.a. is deleted in its entirety and the following Paragraph 1.a. is inserted in lieu thereof:

1.          LEASED PREMISES:

             a.          Description of Premises:  Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord a portion of the real property known as Bonaventure I located at 100 Verdae Boulevard in Verdae Technology Park, Greenville, South Carolina 29607. Further described and depicted as outlined in red in Exhibit F, which Exhibit is attached hereto and incorporated herein by this reference (the "Premises").  The Premises are located on the First and Second floors of the Building (hereinafter defined), and the Premises occupy a "Rentable Area" of 28,242 square feet and a "Useable Area" of           25,478 square feet, as defined and determined in accordance with ANSI/BOMA 1996 Standards as specified in Paragraph 31(d) hereof.  The Premises represent 48.54% of the Building Rentable Area. 

Paragraph 3 (a) 8 is deleted in its entirety and the following Paragraph 3, number 8 is inserted in lieu thereof:

 

9.                  Operating Expenses and Base Expense Amount

  The term "Base Expense Amount" shall mean the Tenant's Proportionate Share (defined in Paragraph 3(c) below) of actual Expenses incurred during the Base Year, which Base Year shall be the period beginning on January 1, 2006, and ending on December 31, 2006 should Tenants occupancy be delayed past June 30, 2006 the full calendar year 2007 shall be the Base Year.  For the first year that the Building is in service, the Base Expense Amount shall be calculated to reflect the fully assessed value (for Real Estate Tax purposes) of the Building, the land on which the Building is located and land affected by any appurtenant rights or benefits to the Building or Premises (such as parking, drainage and access) and further calculated to reflect actual Expenses that would be incurred at a level of ninety-five percent (95%) Building occupancy.  During the Term and any extensions thereof the base year for "Operating Expenses" shall be reset every five (5) years to be the actual expenses of the next calendar year.  Expenses shall be "grossed-up" to reflect and occupancy level of 95%.

EXHIBIT C, Paragraph 2 is deleted in its entirety and the following Paragraph 2 is inserted in lieu thereof:

2.          BASE RENT ESCALATION.  Base Rent shall be subject to escalation at the rate of 2% per annum, which escalation shall begin on the second anniversary of the Commencement Date.

 



 

Months

Operating Expense per Month

1 thru 5

$13,273.74 per month.47 PSF per month

 

 

YEARS

ANNUAL BASE RENT

1

$508,356

2

$518,523

3

$528,894

4

$539,471

5

$550,261

 

Beginning with the sixty sixth (66 th ) full month of the lease the per annum increase will be the greater of the average of the CPI for the previous five (5) years or 1%. In no event will the increase be less than 1%.

 

 

This amendment is agreed and accepted this _20th___ day of September 2005

  

Verdae Properties, LLC                                                           Greenville First Bank, N.A.

 

 

By:         /s/Paulette Murphy                                                   By:      /s/ R. Arthur Seaver, Jr.                          

                  Paulette Murphy                                                                     R. Arthur Seaver, Jr.   

                                     

 

Its              President                                                                 Its              President                                              


  

Exhibit  31.1

Rule 13a-14(a) Certification of the Principal Executive Officer.



Exhibit 31.1

 

Rule 13a-14(a) Certification of the Principal Executive Officer.

 

I, R. Arthur Seaver, Jr., certify that:

   

1.

I have reviewed this quarterly report on Form 10-Q of Greenville First Bancshares, Inc.;

   

2.

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

   

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

   

4.      

The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     

b)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

     

c) 

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

   

5.

The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

     

a)

All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

     

b) 

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants's internal control over financial reporting.

     

Date: November 14, 2005

By:

/s/ R. Arthur Seaver, Jr.              

R. Arthur Seaver, Jr.

President and Chief Executive Officer

           


 

 

Exhibit 31.2

  Rule 13a-14(a) Certification of the Principal Financial Officer.



Exhibit 31.2

 

Rule 13a-14(a) Certification of the Principal Financial Officer.

 

I, James M. Austin, III, certify that:

   

1.

I have reviewed this quarterly report on Form 10-Q of Greenville First Bancshares, Inc.;

   

2.

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

   

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

   

4. 

The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     

b)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

     

c) 

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

   

5.

The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

     

a)

All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

     

b) 

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants' internal control over financial reporting.

     

Date: November 14, 2005

By:

/s/ James M. Austin, III          

James M. Austin, III

Chief Financial Officer

 


 

Exhibit 32

Section 1350 Certifications.



Exhibit 32

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 
 

The undersigned, the Chief Executive Officer and the Chief Financial Officer of Greenville First Bancshares, Inc. (the "Company"), each certify that, to his knowledge on the date of this certification:

     

1.

The quarterly report of the Company for the period ended September 30, 2005 as filed with the Securities and Exchange Commission on this date (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

     

2.

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

 

/s/ R. Arthur Seaver, Jr.              

R. Arthur Seaver, Jr.

Chief Executive Officer

Date: November 14, 2005

         
         

/s/ James M. Austin, III               

James M. Austin, III

Chief Financial Officer

Date: November 14, 2005