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
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Date of Report: April 13, 2021
Bank of South Carolina Corporation |
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(Exact name of registrant as specified in its charter) |
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South Carolina |
0-27702 |
57-1021355 |
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(State or other jurisdiction |
(Commission |
(I.R.S. Employer |
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256 Meeting Street Charleston, SC 29401 |
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(Address of principal executive offices) |
(Zip Code) |
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Registrant’s telephone number, including area code |
(843) 724-1500 |
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(Former name or former address, if changed since last report.) |
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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): |
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[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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[ ] 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: |
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Common stock |
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BKSC |
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NASDAQ |
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).
☐ 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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On April 13, 2021 the Bank of South Carolina Corporation (the “Company”) issued a press release announcing its unaudited financial results for the quarter ended March 31, 2021. The information contained in the press release is deemed to be “filed” under the Securities Exchange Act of 1934 as Item 2.02 to this report, and such press release is incorporated herein by reference.
Item 5.07 SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS
The 2021 Annual Meeting of Shareholders of the Company was held on April 13, 2021. At the meeting, the Company’s shareholders elected nineteen Directors to serve until the 2022 Annual Meeting and took the following actions: approval of the 2021 Stock Incentive Plan for Independent Directors and the ratification of the appointment of Elliott Davis, LLC as the Company’s independent registered public accounting firm for the year ended December 31, 2021. There was a total of 5,520,469 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting there were, in person or by proxy, 4,661,016 shares present of the Company’s Common Stock, representing approximately 84.43% of the total outstanding eligible shares. The following proposals are described in detail in the Company’s definitive proxy statement dated March 5, 2021 and were voted upon and approved by the shareholders at the 2021 Annual Meeting:
Proposal 1: To elect nineteen Directors of the Bank of South Carolina Corporation to serve until the Company’s 2022 Annual Meeting of Shareholders:
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Name |
For |
Abstain |
Broker Non-Votes |
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Susanne K. Boyd |
3,221,011 |
21,946 |
1,418,059 |
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David W. Bunch |
3,231,102 |
11,855 |
1,418,059 |
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Graham M. Eubank, Jr. |
3,205,097 |
37,860 |
1,418,059 |
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Elizabeth M. Hagood |
3,220,641 |
22,316 |
1,418,059 |
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Fleetwood S. Hassell |
2,975,135 |
267,822 |
1,418,059 |
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Glen B. Haynes, DVM |
3,230,002 |
12,955 |
1,418,059 |
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William L. Hiott, Jr. |
3,227,600 |
15,357 |
1,418,059 |
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Richard W. Hutson, Jr. |
3,233,666 |
9,291 |
1,418,059 |
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Charles G. Lane |
3,230,003 |
12,954 |
1,418,059 |
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Hugh C. Lane, Jr. |
3,227,496 |
15,461 |
1,418,059 |
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Linda Bradley McKee, PhD, CPA |
3,233,508 |
9,449 |
1,418,059 |
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Alan I. Nussbaum, MD |
3,235,565 |
7,392 |
1,418,059 |
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Karen J. Phillips |
3,233,520 |
9,437 |
1,418,059 |
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Edmund Rhett, Jr., MD |
3,233,849 |
9,108 |
1,418,059 |
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Malcolm M. Rhodes, MD |
3,238,690 |
4,267 |
1,418,059 |
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Douglas H. Sass |
3,225,284 |
17,673 |
1,418,059 |
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Sheryl G. Sharry |
3,229,700 |
13,257 |
1,418,059 |
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Steve D. Swanson |
3,235,943 |
7,014 |
1,418,059 |
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Eugene H. Walpole, IV |
3,219,488 |
23,469 |
1,418,059 |
Proposal 2: To approve the 2021 Stock Incentive Plan for Independent Directors:
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For |
Against |
Abstain |
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3,173,189 |
43,036 |
26,732 |
Proposal 3: To ratify the appointment of Elliott Davis, LLC as the Company’s independent registered public accounting firm for the year ended December 31, 2021:
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For |
Against |
Abstain |
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4,652,158 |
3,090 |
5,768 |
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
The following Exhibit is filed as part of this report
Exhibit 99.1 Press release dated April 13, 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.
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The Bank of South Carolina Corporation |
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(Registrant) |
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Date: April 13, 2021 |
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/s/ Eugene H. Walpole, IV |
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Eugene H. Walpole, IV |
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Chief Financial Officer |
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Executive Vice President |
Exhibit 99.1
Bank of South Carolina Corporation Announces First Quarter Earnings
CHARLESTON, S.C., April 13, 2021 /PRNewswire/ -- The Bank of South Carolina Corporation (Nasdaq: BKSC) announced unaudited earnings of $1,810,075, or $0.33 and $0.32 basic and diluted earnings per share, respectively, for the quarter ended March 31, 2021 – an increase of 19.00% from earnings for the quarter ended March 31, 2020 of $1,521,131, or $0.28 and $0.27 basic and diluted earnings per share. Annualized returns on average assets and average equity for the three months ended March 31, 2021 were 1.37% and 13.26%, respectively, compared with March 31, 2020 annualized returns on average assets and average equity of 1.38% and 11.70%, respectively.
Fleetwood S. Hassell, President of the Bank of South Carolina, stated, "Robust mortgage activity continues to produce strong earnings for the bank, as interest rates remain low and housing inventory scarce. In addition, processing fee income derived from the Small Business Administration's and Department of Treasury's PPP program has further bolstered quarterly earnings. Loan demand is consistent - albeit with narrower margins. Moving forward, our challenge is to deploy excess liquidity into higher yielding assets in a rate environment that rivals that of the Great Recession. Overall, we are pleased with the Bank's first quarter performance, which allowed for payment of a special $0.10 per share cash dividend in addition to our regular $0.17 per share dividend. We look forward to the rest of the year."
The following table shows the balance sheet and income statement highlights: | |||
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| (Unaudited)
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| (Unaudited) March 31, |
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| 2021 |
| 2020 |
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Common stock shares outstanding | 5,524,616 |
| 5,530,363 |
Book value per share | $ 9.60 |
| $ 9.48 |
Total assets | $ 554,099,360 |
| $ 499,720,200 |
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Three Months Ended |
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Net income | $ 1,810,075 |
| $ 1,521,131 |
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Basic earnings per share | $ 0.33 |
| $ 0.28 |
Diluted earnings per share | $ 0.32 |
| $ 0.27 |
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Weighted average shares outstanding: |
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Basic | 5,521,707 |
| 5,530,256 |
Diluted | 5,685,151 |
| 5,585,622 |
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About Bank of South Carolina Corporation
The Bank of South Carolina Corporation is the holding company of The Bank of South Carolina ("The Bank"). The Bank is a South Carolina state-chartered bank with offices in Charleston, North Charleston, Summerville, Mt. Pleasant, and the West Ashley community and has been in continuous operation since 1987. Our website is www.banksc.com. Bank of South Carolina Corporation currently trades its common stock on the NASDAQ stock market under the symbol "BKSC".
CONTACT: Eugene H. Walpole, IV, Executive Vice President and Chief Financial Officer, (843) 724-1500