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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): August 16, 2021

 

GrandSouth Bancorporation

(Exact name of registrant as specified in its charter)

 

South Carolina

(State or other jurisdiction of incorporation)

 

000-31937 57-1104394
(Commission File Number) (IRS Employer Identification No.)

 

381 Halton Road, Greenville, South Carolina 29607
(Address of principal executive offices) (Zip Code)

 

(864) 770-1000

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
None   None   None

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

Item 7.01. Regulation FD Disclosure.

 

GrandSouth Bancorporation (the “Registrant”) is furnishing investor presentation materials as Exhibit 99.1 to this Form 8-K (the “Presentation”) which are to be used by the Registrant in meetings with investors on August 16, 2021.

 

The information in this Item 7.01 disclosure, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits. The following exhibit index lists the exhibit that is furnished with this Current Report on Form 8-K:

 

EXHIBIT INDEX

 

Exhibit No.   Description
99.1   Presentation – August 16, 2021

  

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

    GRANDSOUTH BANCORPORATION
         
Dated: August 16, 2021   By: /s/ John B. Garrett  
    Name: John B. Garrett  
    Title: Chief Financial Officer  

 

 

Investor Presentation August 16, 2021

 
 

2 DISCLAIMER This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that relate to future events or the future performance of GrandSouth Bancorporation (the “Company”) . Forward-looking statements are not guarantees of performance or results . These forward-looking statements are based on the current beliefs and expectations of the respective management of the Company and GrandSouth Bank and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond their respective control . In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change . Actual results may differ materially from the anticipated results discussed or implied in these forward-looking statements because of numerous possible uncertainties . Words like "may," "plan," "contemplate," "anticipate," "believe," "intend," "continue," "expect," "project," "predict," "estimate," "could," "should," "would,", "will," and similar expressions, should be considered as identifying forward-looking statements, although other phrasing may be used . Such forward-looking statements involve risks and uncertainties beyond the Company’s control and may not be realized due to a variety of factors . The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements : ( 1 ) competitive pressures among depository and other financial institutions may increase significantly and have an effect on pricing, spending, third-party relationships and revenues ; ( 2 ) the strength of the United States economy in general and the strength of the local economies in which the Company conducts operations may be different than expected, including, but not limited to, due to the negative impacts and disruptions resulting from the outbreak of the novel coronavirus, or COVID- 19 , on the economies and communities the Company serves, which may have an adverse impact on the Company’s business, operations and performance, and could have a negative impact on the Company’s credit portfolio, share price, borrowers, and on the economy as a whole, both domestically and globally ; ( 3 ) the rate of delinquencies and amounts of charge-offs, the level of allowance for loan loss, the rates of loan growth, or adverse changes in asset quality in our loan portfolio, which may result in increased credit risk-related losses and expenses ; ( 4 ) changes in legislation, regulation, policies, or administrative practices, whether by judicial, governmental, or legislative action, including, but not limited to, the Coronavirus Aid, Relief, and Economic Security Act, or the “CARES Act” ; ( 5 ) adverse conditions in the stock market, the public debt market and other capital markets (including changes in interest rate conditions) could have a negative impact on the Company ; ( 6 ) changes in interest rates, which may affect the Company’s net income, prepayment penalty income, and other future cash flows, or the market value of the Company’s assets, including its investment securities ; and ( 7 ) changes in accounting principles, policies, practices, or guidelines . Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in the reports (such as Annual Reports on Form 10 - K, Quarterly Reports on Form 10 - Q and Current Reports on Form 8 - K) filed by the Company with the U . S . Securities and Exchange Commission (the “SEC”) and available at the SEC’s website, http : //www . sec . gov . You should consider such factors and not place undue reliance on such forward-looking statements . No obligation is undertaken by GrandSouth Bancorporation to update such forward-looking statements to reflect events or circumstances occurring after the issuance of this presentation .

 
 

3 Greenville (Main) COMPANY OVERVIEW (1) Consolidated unaudited financial data as of June 30, 2021 (2) Bank level financial data as of June 30, 2021 (3) Market data as of June 30, 2021 (4) As of March 15, 2021 Anderson Greer Fountain Inn Columbia Orangeburg Charleston Existing Locations • Established in 1998 and headquartered in Greenville, SC, GrandSouth Bancorporation (“GrandSouth” or the “Company”) is the bank holding company of GrandSouth Bank with : − 8 full - service locations in the Greenville, Charleston & Columbia MSA o Opened Augusta Road branch in Greenville, SC - 2020 o Relocating Charleston leased branch to owned full - service branch at 1063 Morrison Dr. in Q4 2021 − A specialty automobile floor plan lending division • Company Balance Sheet: (1) − Assets: $1.2 billion − Gross Loans: $909 million − Tangible Common Equity: $87 million • Company Profitability 2021: (1) − Net Income: $7.6 million − ROAA: 1.35% − ROAE: 17.48% − Efficiency Ratio: 59.03% • Asset Quality: (1) − NPAs/Assets: 0.18% − Loan Loss Reserves/Loans: 1.47% − Annualized net recoveries: 0.02% • Company Capital Ratios: (1) − TCE/TA Ratio: 7.52% • Bank Capital Ratios: (2) − Leverage Ratio: 9.93% − Total RBC Ratio: 13.28% • Current Market Data: − Ticker: GRRB (OTCQX) − Stock Price: $25.00 (3) − Market Cap: $128.2 million (3) − Price / TBV: 146.6% (1) − Insider Ownership: 32.84% (4) Greenville (Augusta St)

 
 

4 STRATEGIC BRANCH NETWORK Note: Deposit data as of June 30 for each year reported. Greenville, SC Main Office Full Service Opened: 2001 Fountain Inn, SC Full Service Opened: Sept. 1998 Anderson, SC Full Service Opened: 2006 Greer, SC Full Service Opened: Dec. 2015 Columbia, SC Full Service Opened: Aug. 2016 Charleston, SC Full Service Opened: July 2019 (Relocation scheduled Q4 2021) Orangeburg, SC Full Service Opened: Sept. 2016 Greenville, SC Augusta Street Full Service Opened: November 2020 Deposits by Branch ( Dollars in thousands ) Location 2016 2017 2018 2019 2020 June 2021 CAGR Fountain Inn, SC 87,001$ 99,320$ 115,905$ 121,489$ 134,426$ 138,882$ 10.5% Greenville, SC (Main Office) 150,120$ 164,123$ 202,649$ 233,331$ 284,516$ 340,577$ 21.4% Anderson, SC 121,244$ 152,018$ 166,922$ 187,780$ 199,636$ 235,968$ 17.6% Greer, SC 18,449$ 24,316$ 39,725$ 56,832$ 45,601$ 51,269$ 25.3% Columbia, SC 36,845$ 51,005$ 66,038$ 63,523$ 66,588$ 17.3% Orangeburg, SC 43,844$ 79,285$ 105,757$ 118,029$ 131,927$ 35.0% Charleston, SC 22,364$ 37,632$ NA Greenville, SC (Augusta Street) 22,293$ NA Total 376,814$ 520,466$ 655,491$ 771,227$ 868,095$ 1,025,136$ 25.7%

 
 

5 EXPERIENCED MANAGEMENT TEAM Mason Y. Garrett , Chairman & C hief Executive Officer Mr . Garrett serves as the Company’s Chairman and Chief Executive Officer and is one of the founders of the company . Mr . Garrett has been employed in the banking industry for over 50 years in various capacities, including as an organizer and Chief Executive Officer of three banking companies, including GrandSouth . Mr . Garrett was Chairman, CEO, and the founder of First United Bancorporation, an Anderson, SC bank holding company that was sold to Regions Financial Corporation in March 1998 , prior to organizing GrandSouth in August 1998 . J.B. Schwiers, President & Chief Operating Officer Mr . Schwiers serves as the Company’s President and Chief Operating Officer and Chief Executive Officer of GrandSouth Bank . Mr . Schwiers has been employed in the banking industry for over 40 years including as an organizer and executive of Summit Financial Corporation, a Greenville, SC based banking company organized in 1990 , and later sold to First Citizens Bank in 2005 . J . B . Garrett, Chief Financial Officer Mr . Garrett is a CPA and serves as the Company’s Chief Financial Officer, having joined the Company in that capacity shortly after organization in 1998 . Mr . Garrett’s prior experience included positions with manufacturing companies and a real estate management company . Kristi A . Eller, E . V . P . Mrs. Eller serves as the Chief Operations Officer and joined the Company in 2019. Mrs. Eller has over 30 years experience in the banking industry in North Carolina. Robert G. Phillips , E.V.P. Mr . Phillips serves as the Midlands/Coastal Regional Executive and j oined the Company in 2017 . Mr . Phillips has over 40 years experience in the banking industry in the Midlands and Low Country of South Carolina . John B. Wood , E.V.P. Mr . Wood serves as the Upstate Regional Executive and j oined the Company in 2015 . Mr . Wood has over 38 years experience in the banking industry in the Upstate of South Carolina .

 
 

6 TALENTED BOARD OF DIRECTORS Mason Young Garrett – Chairman of the Board & Chief Executive Officer See Previous Page J.B. Schwiers – President & Chief Operating Officer See Previous Page J.B. Garrett – Chief Financial Officer See Previous Page Harold E. Garrett – Director Michael L. Gault – Director Hal is the owner of Garrett’s Discount Golf Carts located in Fountain Inn, SC. Michael is retired. Previously he was the owner of He is the son of Mason Garrett and brother of J.B. Garrett. Gault’s Service Center in Fountain Inn, SC. Baety O. Gross, Jr. – Director S. Hunter Howard Jr. – Director Baety is an attorney who practices in Fountain Inn, SC. Hunter is the owner of The Springs at Simpsonville Retirement His practice was established the same year as GrandSouth Bank in 1998. Community. Previously he was the President of the South Carolina Chamber of Commerce and head of the SC Department of Revenue. Anthony P. Morgan – Director J. Randolph Potter - Director Tony is President and Chief Executive Officer of APMI LLC in Easley, SC. Randy co - founded and was the CEO of Savannah River B anking He also serves as Partner in Ten Point Capital Partners, LLC, and as Director on Company and Summit Financial Corporation. He previously served on the boards of ACL Airshop and Pal Net GmbH Air Cargo Products in the Board of Directors of three other banks. Wiesbaum, Germany. J. Calhoun Pruitt Jr. – Director Edward M. Rast – Director Calhoun is an attorney at Pruitt and Pruitt of Anderson, SC. Monty is the owner of Rast Farms, President of Cameron Ag Products, and managing partner and owner of Carolina Peanut in Cameron, SC. Outside Directors John W. Shealy – Director Rusty is the President of Capital Concrete Company in Columbia, SC. He was previously the President of Cabarrus Concrete Company in North Carolina. He previously served as a Director and Chair of the Audit Committee of Uwharrie Bank. LeeAnn Weber – Director LeeAnn is co - owner of Strange Bros. Grading Company as well as their Corporate Secretary and Treasurer. Strange Brothers Grading is a site development contractor established in 1954.

 
 

7 2021 FINANCIAL HIGHLIGHTS - UNAUDITED (1) There were no loans 90 days or more past due as of June 30, 2021, or December 31, 2020 that are not 98% guaranteed by the iss uin g agency. (2) Tax equivalent basis giving effect to a 21% federal tax rate • Profitability: − Net income of $7.6 million − Net interest margin of 4.47% − ROAA of 1.35% − Efficiency ratio of 59.03% • Balance Sheet Growth − Gross loans : $30.5 million or 6.99%, annualized − Total deposits: $69.9 million or 14.89%, annualized First Six Months of 2021 Q2 2021 • NPAs / Assets have decreased in 2021 by 5 bps, to 0.18% • Noncurrent but still accruing loans (1) / total loans at June 30, 2021 was 0.40%, a decrease of 12 bps, or 23.1%, from December 31, 2020. • Profitability: − Net income of $4.0 million − Net interest margin of 4.38% − ROAA of 1.38% − Efficiency ratio of 57.44% • Balance Sheet Growth − Gross loans: $19.5 million or 8.80%, annualized − Total deposits: $258 million or 10.46%, annualized Asset Quality (2) (2)

 
 

8 STRONG GROWTH HISTORY $200,000 $400,000 $600,000 $800,000 $1,000,000 $1,200,000 2016 2017 2018 2019 2020 June 2021 Total assets Gross loans Total deposits Company Growth 2016 through June 30, 2021 $ in thousands (Dollars in thousands) 2016 2017 2018 2019 2020 June 2021 CAGR Total assets $515,514 $653,733 $776,206 $911,556 $1,089,779 $ 1,163,471 19.1% Gross loans $418,793 $551,395 $663,279 $756,389 $ 878,543 $ 909,016 17.5% Total deposits $430,327 $569,998 $678,795 $812,795 $ 946,480 $ 1,016,382 20.3%

 
 

9 DIVERSIFIED LOAN MIX Commentary June 2021 Loan Composition • Well diversified loan portfolio with limited concentrations • CAGR of 17.5% since 2016 driven by strong growth in C&I and CRE • Charleston loan balance of $184.6 million represents significant growth since opening in May 2017 • Top 10 credit exposures comprise 9.7% of total loans outstanding • 98% of purchased student loan portfolio is government guaranteed Yield on Total Loans & Leases: 6.99% Average YTD 2021 Yield on Total Loans: 4.98% Loan Type (in thousands) 2016 2017 2018 2019 2020 June 2021 CAGR Contruction and land development $ 38,372 $ 54,580 $ 57,205 $ 63,880 $ 99,124 $ 103,522 23.0% Agriculture and farmland 5,778 20,777 31,744 34,493 34,463 31,386 37.4% Home equity 10,354 14,034 12,916 17,811 17,213 19,088 15.2% 1-4 Family 56,808 80,313 96,956 101,071 113,939 117,150 16.2% Multifamily 3,456 5,720 4,239 4,410 7,339 8,486 22.8% Owner-ccupied CRE 37,026 51,967 97,445 120,177 151,925 160,337 35.4% Nonowner-occupied CRE 104,439 129,904 139,062 169,593 196,020 204,485 15.3% Specialty floor plan loans 81,060 78,787 82,486 86,887 83,569 87,480 2.4% Other commercial and industrial 46,335 64,601 94,946 116,774 137,227 143,207 26.3% Purchased student loans 30,219 43,500 36,596 31,887 28,195 26,780 -3.4% Other consumer loans 4,946 7,212 9,684 9,406 9,529 7,095 -1.2% Total Loans $ 418,793 $ 551,395 $ 663,279 $ 756,389 $ 878,543 $ 909,016 17.5%

 
 

10 CARBUCKS OVERVIEW Source: Company documents (1) Average yield for YTD 2021 • Acquired in 2005, CarBucks is a division of GrandSouth Bank • Provides floor plan financing to independent auto dealers for purchasing and holding of their inventory • Operating in 23 states in Southeast and Midwest • Currently serves ~ 2,200 dealers with over $214 million in aggregate loan commitment • Comprises ~10% of the total loan portfolio • Average loan size of approximately $30 thousand and average yield of 21.6% (1) • CarBucks generated ~$9.1 million of interest income through June 2021 Commentary CarBucks Leadership Jeff Miles - President Jeff is the President of the CarBucks division. He has been with CarBucks since 2005. Danny Myers - Vice - President Danny previously was a national used car buyer and now he is using that experience with car dealerships as VP of CarBucks. He has been in this position since 2013. Historical Performance Annual Loss Rate - 10,000 20,000 30,000 40,000 50,000 60,000 70,000 80,000 90,000 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 June 2021 AVERAGE BALANCE (IN THOUSANDS) 10 Year Avg. Loss Rate: 2%

 
 

11 STRONG DEPOSIT GROWTH & IMPROVING COMPOSITION Commentary • Focus on growing DDA through treasury management bankers • 23.9% growth in Bank Noninterest Bearing Deposits through June 2021 • Q2 2021 Cost of Funds = 0.48% Note: Bank level financials as of June 30, 2021 - unaudited. GrandSouth Bank Deposit Composition History Cost of Funds 0.52% 0.58% 1.32% 1.66% 0.96% 0.53% $78,527 $99,651 $127,828 $160,163 $267,116 $324,286 $189,654 $230,929 $238,919 $276,810 $395,422 $453,754 $135,886 $195,902 $246,730 $291,398 $212,545 $196,444 $28,054 $45,800 $70,719 $86,605 $71,397 $41,898 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% 2016 2017 2018 2019 2020 June 2021 Demand and other trans accounts MMDA and Savings CD < 250K CD > 250K Deposit Type 2016 2017 2018 2019 2020 June 2021 CAGR Demand and other trans accounts $ 78,527 $ 99,651 $ 127,828 $ 160,163 $ 267,116 $ 324,286 37.2% MMDA and Savings $ 189,654 $ 230,929 $ 238,919 $ 276,810 $ 395,422 $ 453,754 22.0% CD < 250K $ 135,886 $ 195,902 $ 246,730 $ 291,398 $ 212,545 $ 196,444 5.8% CD > 250K $ 28,054 $ 45,800 $ 70,719 $ 86,605 $ 71,397 $ 41,898 -15.1% Total Deposits $ 432,121 $ 572,282 $ 684,196 $ 814,976 $ 946,480 $ 1,016,382 20.2%

 
 

12 STRONG ASSET QUALITY Commentary • NPAs/Assets of 0.18% as of June 30, 2021 • Net recoveries to average loans of 0.02% as of June 30, 2021 • Loans past due 30 days+ 0.43% of total loans as of June 30, 2021 • Less than 0.01% loans, excluding specialty floor plan and purchased student loans were 30 days past due as of June 30, 2021 • Nonaccrual loans 0.02% of total loans as of June 30, 2021 • 2 OREO properties totaling $1.0 million currently under contract NPAs / Assets (%) (1) - Nonaccrual loans do not include amounts guaranteed by the U.S. government Asset Quality Overview (Dollars in thousands) 2016 2017 2018 2019 2020 June 2021 Nonaccrual Loans 3,170$ 1,744$ 491$ 1,897$ 533$ 223$ OREO 4,902 4,923 3,564 1,855 1,932 1,845 Nonperforming Assets 8,072$ 6,667$ 4,055$ 3,752$ 2,465$ 2,068$ Performing TDRs 1,679$ 202$ 1,100$ 1,427$ 1,254$ 1,554$ Loans past due 90 days and accuring (1) 82$ 61$ 43$ 64$ 53$ 24$ NPAs/Assets 1.57% 1.02% 0.52% 0.41% 0.23% 0.18% Net Charge-offs(Recoveries)/Avg. Loans 0.65% 0.80% 0.14% 0.24% 0.10% -0.02% Loan Loss Reserves/Gross Loans 1.23% 1.34% 1.39% 1.36% 1.43% 1.47% Reserves/Nonaccrual Loans 162.70% 425.10% 1,871.30% 542.30% 2,358.70% 5,975.34% 0.00% 0.20% 0.40% 0.60% 0.80% 1.00% 1.20% 1.40% 1.60% 1.80% 2016 2017 2018 2019 2020 June 2021

 
 

13 IMPROVING BOTTOM LINE RESULTS Commentary TBV per Share (2) & Earnings per Share Diluted • YTD 2021 net income of $7.6 million • Completed $18 million subordinated debt raise in November 2020 • Completed $10 million Common Equity Raise in the Second Quarter of 2019 • Completed $10 million Subordinated Debt Raise in November 2018 • 2017 earnings impacted by $890,000 revaluation of the Company’s deferred tax asset as well as higher non - interest expense from expansion into Charleston (May 2017), Columbia (August 2016), and Orangeburg (September 2016) • Focus on driving higher returns through efficiency gains and realization of investment into expansion markets 1.47% 0.69% 0.13% 0.88% 0.94% 0.88% 1.35% 14.09% 6.22% 1.54% 11.67% 11.45% 10.59% 17.48% 0.00% 2.00% 4.00% 6.00% 8.00% 10.00% 12.00% 14.00% 16.00% 18.00% 20.00% 0.00% 0.20% 0.40% 0.60% 0.80% 1.00% 1.20% 1.40% 1.60% 2015 2016 2017 2018 2019 2020 YTD 2021 ROAA ROAE Return on Average Assets and Average Equity (1) $10.45 $10.85 $10.67 $11.80 $13.83 $15.43 $16.39 $1.56 $0.66 $0.02 $0.16 $1.49 $1.55 $1.36 $- $0.20 $0.40 $0.60 $0.80 $1.00 $1.20 $1.40 $1.60 $1.80 $- $2.00 $4.00 $6.00 $8.00 $10.00 $12.00 $14.00 $16.00 $18.00 2015 2016 2017 2018 2019 2020 YTD thru June 2021 TBV/Share EPS (1) Annualized the six months period ending June 30, 2021. (2) Adjusted for the conversion of Series A Preferred Shares into common shares.

 
 

14 INVESTMENT CONSIDERATIONS x Favorable Markets : The Greenville, Columbia, and Charleston MSA’s have ample small businesses, affluent professionals, and are thriving business hubs . x Proven Leadership : Experienced and proven executive management team with excellent senior management teams in all markets . x Growth Opportunity : The Company opened a n additional branch in the attractive Greenville, SC market in November 2020 and continues to focus on expansion opportunities in Columbia, SC and Charleston, SC . x Improving Profitability : Accelerating earnings growth as the recent expansion into new markets matures and operational investments continued to be leveraged . x Strong Asset Quality : Low levels of non - performing assets with a continued focus on high quality growth and maintaining top - tier asset quality . x Commercial Focus : Premier provider of commercial bank services to small businesses in South Carolina delivering superior customer service through an unrivaled team of commercial banking officers with an excess of 15 years of experience in each market served .