FIRST BANKING CO OF SOUTHEAST GEORGIA
10-Q, 1998-05-13
STATE COMMERCIAL BANKS
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<PAGE>   1
                    U. S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                            -------------------------

                                    FORM 10-Q

                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                            -------------------------

      For quarter ended March 31, 1998       Commission file number 0-10853
                        --------------                              -------


                   FIRST BANKING COMPANY OF SOUTHEAST GEORGIA
             (Exact name of registrant as specified in its charter)

                            -------------------------

              Georgia                                   58-1458268
- ---------------------------------                  ---------------------
 (State or other jurisdiction of                     (I.R.S. Employer
  incorporation or organization)                    Identification no.)


                              40 NORTH MAIN STREET
                                  P.O. BOX 878
                            STATESBORO, GEORGIA 30459
                         -------------------------------
                         (Address of Principal Executive
                          Offices, including Zip Code)

                                  912-764-6611
                         -------------------------------
                (Issuer's telephone number, including area code)

                                 NOT APPLICABLE
                         -------------------------------
                          (Former name, former address
                           and former fiscal year, if
                           changed since last report)

                         -------------------------------

Check whether the issuer: (1) has filed all reports required to be filed by
Section 13 or 15 (d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports) and (2)
has been subject to such filing requirement for the past 90 days.

                  Yes X                      No
                     ---                       ---

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.

      Common Stock, $1.00 Par Value, 3,762,468 shares as of March 31, 1998
      --------------------------------------------------------------------
<PAGE>   2
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                   FIRST BANKING COMPANY OF SOUTHEAST GEORGIA
                     CONSOLIDATED BALANCE SHEETS (UNAUDITED)

<TABLE>
<CAPTION>
                                                       March 31,        December 31,
                                                          1998              1997
                                                       -----------------------------
                                                           (thousands of dollars)
<S>                                                    <C>              <C>      
ASSETS

   Cash and Due From Banks                             $  16,116         $  24,631
   Interest Bearing Deposits in Other Banks               15,819            16,368
   Federal Funds Sold                                      5,475             3,775
   Investment Securities:
      Available for Sale                                  79,753            84,477
      Held to Maturity (Estimated Value of
      $17,764 in 1998 and $21,544 in 1997)                17,084            20,847
   Loans                                                 245,849           250,312
      Less: Unearned Interest                                (14)              (17)
            Allowance for Loan Losses                     (4,092)           (3,921)
                                                       ---------         ---------
      Loans, Net                                         241,743           246,374
                                                       ---------         ---------
   Interest Receivable                                     4,780             5,158
   Premises and Equipment, Net                             6,922             7,090
   Other Real Estate                                         444               368
   Other Assets                                            2,176             2,135
                                                       ---------         ---------

            TOTAL ASSETS                               $ 390,312         $ 411,223
                                                       =========         =========


LIABILITIES AND SHAREHOLDERS' EQUITY

   Liabilities:
   Deposits:
      Demand                                           $  41,150         $  45,981
      Interest Bearing:
         NOW Accounts                                     71,325            76,036
         Money Market Deposit Accounts                    29,670            29,112
         Savings                                          15,110            14,593
         Time ($100,000 and above)                        78,264            88,807
         Other Time                                       98,342           100,276
                                                       ---------         ---------
         Total Deposits                                  333,861           354,805

   Repurchase Agreements                                   1,400             1,400
   Other Borrowed Money                                    8,453             9,418
   Interest Payable                                        3,245             3,551
   Other Liabilities                                       1,404             1,020
                                                       ---------         ---------
   Total Liabilities                                     348,363           370,194
                                                       ---------         ---------

   Shareholders' Equity (Note 3):
         Common Stock, 3,762,468 Shares Issued
            And Outstanding in 1998 and in 1997            3,762             3,762
         Additional Paid-In Capital                        7,474             7,474
         Retained Earnings                                30,400            29,575
         Accumulated Other Comprehensive Income              313               218
                                                       ---------         ---------
               Shareholders' Equity                       41,949            41,029
                                                       ---------         ---------

            TOTAL LIABILITIES AND SHAREHOLDERS'
               EQUITY                                  $ 390,312         $ 411,223
                                                       =========         =========
</TABLE>

See notes to consolidated financial statements.
<PAGE>   3
                   FIRST BANKING COMPANY OF SOUTHEAST GEORGIA
                      CONSOLIDATED STATEMENTS OF INCOME AND
                              COMPREHENSIVE INCOME


<TABLE>
<CAPTION>
                                                                  For the Three Months Ended
                                                                           March 31,
                                                                      1998           1997
                                                                  --------------------------
                                                                    (thousands of dollars)
<S>                                                               <C>              <C>    
INTEREST INCOME
   Loans (Including fees)                                           $ 6,314        $ 5,968
   Interest Bearing Deposits                                            224            151
   Investments:
      U.S. Treasury                                                     217            359
      U.S. Government Agencies                                        1,026            853
      States and Political Subdivisions                                 288            269
      Dividend Income                                                    61             50
   Federal Funds Sold                                                    63             81
                                                                    -------        -------
         Total Interest Income                                        8,193          7,731
                                                                    -------        -------

INTEREST EXPENSE
   NOW Accounts                                                         632            452
   Money Market Deposits Accounts                                       231            207
   Savings                                                              114            108
   Time Deposits ($100,000 and above)                                 1,279          1,291
   Other Time Deposits                                                1,413          1,403
   Other                                                                175            187
                                                                    -------        -------
         Total Interest Expense                                       3,844          3,648
                                                                    -------        -------

   NET INTEREST INCOME                                                4,349          4,083
   Provision for Loan Losses                                            221            231
                                                                    -------        -------
   NET INTEREST INCOME AFTER PROVISION
            FOR LOAN LOSSES                                           4,128          3,852
                                                                    -------        -------

NON-INTEREST INCOME
   Service Charges on Deposits                                          495             38
   Fees for Trust Services                                               18            498
   Other                                                                188            117
                                                                    -------        -------
         Total Non-interest Income                                      701            653
                                                                    -------        -------

NON-INTEREST EXPENSE
   Salaries                                                           1,116          1,016
   Other Personnel Expense                                              387            379
   Occupancy Expense, Net                                               220            204
   Equipment Expense                                                    356            299
   Other                                                                771            690
                                                                    -------        -------
         Total Non-interest Expense                                   2,850          2,588
                                                                    -------        -------

Income Before Income Taxes                                            1,979          1,917
Provision for Income Taxes                                              552            583
                                                                    -------        -------
NET INCOME                                                            1,427          1,334
                                                                    -------        -------

Other Comprehensive Income:
          Unrealized holding gains (losses) on
             securities Available for Sale arising during
             the period, net of taxes of $50,000 in 1998 and
             a tax credit of  $120,000 in 1997                           96           (234)
                                                                    -------        -------
COMPREHENSIVE INCOME                                                $ 1,523        $ 1,100
                                                                    =======        =======

EARNINGS PER SHARE:
           Basic                                                    $  0.38        $  0.36
                                                                    =======        =======
           Diluted                                                  $  0.38        $  0.36
                                                                    =======        =======
</TABLE>

See notes to consolidated financial statements.
<PAGE>   4
                   FIRST BANKING COMPANY OF SOUTHEAST GEORGIA
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
               FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997


<TABLE>
<CAPTION>
                                                                            March 31,
                                                                      1998             1997
                                                                    -------------------------
                                                                      (thousands of dollars)
<S>                                                                 <C>              <C>     
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net Income                                                       $  1,427         $  1,334
   Adjustments to Reconcile Net Income to Net
      Cash Provided by Operating Activities:
      Provision for Depreciation                                         285              248
      Provision for Loan Losses                                          221              231
      (Gain) Loss on Sale of Other Real Estate                                             (4)
      Gain on Call of Securities                                          (1)              (5)
      Loss (Gain) on Sale of Premises and Equipment                        2
      Net Accretion of Premiums and Discounts on Securities             (105)            (103)
      Changes in Assets and Liabilities:
         Decrease in Interest Receivable                                 378              603
         (Increase) Decrease in Other Assets                             (91)            (121)
         Decrease in Interest Payable                                   (306)            (226)
         Increase (Decrease) in Other Liabilities                        384              245
                                                                    --------         --------
         Net Cash Provided by Operating Activities                     2,194            2,202
                                                                    --------         --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Net (Increase) Decrease in Interest Bearing 
     Deposits in Other Banks                                             549           (1,402)
   (Increase) Decrease in Federal Funds Sold                          (1,700)           5,470
   Available-for-Sale Securities:
         Proceeds from Maturity                                       29,489           14,004
         Purchases                                                   (25,637)          (8,997)
   Held-to-Maturity Securities:
         Proceeds from Maturity                                        4,885            3,943
         Purchases                                                                     (7,237)
   Net (Increase) Decrease in Loans                                    4,266           (4,889)
   Purchases of Premises and Equipment                                  (119)            (241)
   Proceeds from Sale of Other Real Estate                                69               25
                                                                    --------         --------
   Net Cash Used in Investing Activities                              11,802              676
                                                                    --------         --------

CASH FLOWS FROM FINANCING ACTIVITIES
   Net Increase (Decrease) in Deposits                               (20,944)          (3,607)
   Borrowings from the FHLB                                            3,100              800
   Repayment of other Borrowed Money                                  (4,065)          (2,891)
   Dividends Paid                                                       (602)            (540)
                                                                    --------         --------
   Net Cash Provided by Financing Activities                         (22,511)          (6,238)
                                                                    --------         --------

INCREASE (DECREASE) IN CASH AND DUE FROM BANKS                        (8,515)          (3,360)
CASH AND DUE FROM BANKS AT BEGINNING OF YEAR                          24,631           21,611
                                                                    --------         --------
CASH AND DUE FROM BANKS AT END OF PERIOD                            $ 16,116         $ 18,251
                                                                    ========         ========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
   Cash paid (received) during the year for:
         Interest                                                      4,150            3,510
         Income Taxes                                                                      70
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING ACTIVITIES:
   Other Real Estate Acquired through Loan Foreclosure                   145              234
   Loans granted to facilitate the Sale of Other Real Estate                               43
   Change in Net Unrealized Gain (Loss) on
         Investment Securities Available for Sale                         95             (234)
</TABLE>


See notes to consolidated financial statements.
<PAGE>   5
                   FIRST BANKING COMPANY OF SOUTHEAST GEORGIA

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1.       BASIS OF PRESENTATION


         The consolidated financial statements of First Banking Company of
Southeast Georgia (the "Company") include the financial statements of First
Bulloch Bank & Trust Company, Metter Banking Company and First National Bank of
Effingham, wholly-owned subsidiaries. Intercompany balances and transactions
have been eliminated in consolidation.

         The consolidated statements contained in this report are unaudited but
reflect all adjustments, consisting only of normal recurring accruals, which
are, in the opinion of management, necessary to a fair statement of the results
for the interim period reflected. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to
applicable rules and regulations of the Securities and Exchange Commission. The
results of operations for the interim period reported herein are not necessarily
indicative of results to be expected for the full year.

         The consolidated financial statements included herein should be read in
conjunction with the financial statements and notes thereto, and the Independent
Auditors' Report included in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997.

2.       ACCOUNTING POLICIES

         Reference is made to the accounting policies of the Company described
in the notes to consolidated financial statements contained in the Company's
Annual Report on Form 10-K for the year ended December 31, 1997. The Company has
followed those policies in preparing this report.

3.       COMMON STOCK

         The par value of the Company's common stock is $1, and 10,000,000
shares are authorized. The Banks may pay dividends to the Company in any year up
to 50% of the previous year's net income or $2,732,000 in 1998 without the
approval of the Georgia Department of Banking and Finance.

         Effective June 30, 1997, the Company declared a 5-for-4 split of its
common stock effected in the form of a 25% stock dividend. In connection with
the split, $750,505 has been transferred from Surplus to Common Stock. All
references to number of shares and to per share amounts have been retroactively
adjusted to reflect the split.

4.       EARNINGS PER SHARE

         In February 1997, Statement of Financial Accounting Standards ("SFAS")
128, "Earnings Per Share" was issued. SFAS 128 establishes standards for
computing and presenting basic and diluted earnings per share information for
entities with publicly held common stock. All per share amounts conform to SFAS
128.

         The number of shares used in computing basic and diluted per share
amounts is as follows:

<TABLE>
<CAPTION>
                                                                    Three Months Ended
                                                                         March 31,
                                                                 1998                 1997
                                                              ------------------------------
<S>                                                           <C>                  <C>
Weighted average shares outstanding -
   Basic Earnings Per Share                                   3,762,468            3,752,525

Effect of dilutive outstanding stock options                      9,768                    0
                                                              ------------------------------

Weighted average shares outstanding -
   Diluted Earnings Per Share                                 3,772,236            3,752,525
                                                              ==============================
</TABLE>


5.       IMPACT OF NEW ACCOUNTING STANDARD

         In June 1997, the FASB issued Statements of Financial Accounting
Standards No. 130, "Reporting Comprehensive Income" and No. 131, "Disclosures
about Segments of an Enterprise and Related Information" ("SFAS 130" and "SFAS
131"). SFAS 130 establishes standards for reporting and display of comprehensive
income and its components (revenues, expenses, gains and losses) in a full set
of general purpose financial statements. SFAS 130 has been adopted for the
financial statements for all periods presented.

         SFAS 131 establishes standards for, among other things, reporting
information about operating segments in annual financial statements and requires
that those enterprises report selected information about operating segments in
interim financial reports issued to shareholders. SFAS 131 is effective for
annual financial statements issued for periods beginning after December 15,
1997.
<PAGE>   6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

                   FIRST BANKING COMPANY OF SOUTHEAST GEORGIA
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                   CONDITION AND RESULTS OF OPERATIONS FOR THE
                        THREE MONTHS ENDED MARCH 31, 1998

         This discussion relates to the consolidated financial condition and
results of operations of First Banking Company of Southeast Georgia (the
"Company") and its wholly-owned subsidiaries, First Bulloch Bank & Trust Company
("Bulloch Bank"), Metter Banking Company ("Metter Bank") and First National Bank
of Effingham ("Effingham Bank") (the "Banks"). Since the Company has no
subsidiaries other than the Banks and no activities other than those of the
Banks, the following narrative refers to the operations of the Banks.

                               FINANCIAL CONDITION

         The Company functions as the sole owner of three commercial banks, and
its financial condition should be examined in terms of trends in sources and
uses of funds. The Company's primary use of funds historically comes from loan
demand. However, loans outstanding have decreased $4,460,000 or 1.8% since
year-end. Investment securities and interest bearing deposits in other banks
have decreased $8,487,000 (8.1%) and $549,000 (3.4%), respectively, while
federal funds sold have increased $1,700,000 (45.0%) since year-end.

         Total assets have decreased $20,911,000 (5.1%) since year-end, while
total funds (deposits plus Other Borrowed Money) have decreased $21,909,000
(6.0%). Total deposits have decreased $20,944,000 (5.9%) since year-end, and
Other Borrowed Money has decreased $965,000 (8.9%). Demand deposits have
decreased $4,831,000 (10.5%), and savings deposits (including NOW accounts and
the liquid money market accounts) have decreased $3,636,000 (3.0%). Time
deposits over $100,000 have decreased approximately $10,543,000 (11.9%), while
other time deposits have decreased approximately $1,934,000 (1.9%).

         The decrease in total deposits is primarily the result of a movement of
public funds out of the banks. In public fund activity, approximately $2,200,000
has moved out of NOW accounts since year-end and approximately $7,800,000 has
moved out of time deposits over $100,000, for a total decrease in public funds
of $10,000,000. Because public funds are required by state banking law to be
secured by the pledging of investment securities to the various public entities,
these securities are generally purchased to match the maturities or known
movements of public funds. Therefore, the investment portfolio has been a
primary source of liquidity for the withdrawal requirements.

         The $4,800,000 decrease in demand deposits is primarily the result of
fluctuations in commercial account balances since year-end, while an additional
$2,700,000 decrease in time deposits over $100,000 is the result of commercial
and personal account balances moving out of the banks.
<PAGE>   7
CAPITAL RESOURCES

         The Banks are required to maintain minimum amounts of capital to total
"risk-weighted" assets, as defined by the banking regulators. At March 31, 1998,
the Banks were required to have minimum Tier 1 and Total Risk-Based Capital
ratios of 4% and 8%, respectively, and a leverage ratio of at least 3%. At that
date the Banks' actual ratios were as follows:

<TABLE>
<CAPTION>
                                         Bulloch Bank       Metter Bank       Effingham Bank
                                         ------------       -----------       --------------
<S>                                      <C>                <C>               <C>
Tier 1 Risk-based Capital ratio              19.6%              16.2%               9.4%

Total Risk-based Capital ratio               20.8               17.5               10.6

Leverage ratio                               11.2               10.3                6.7
</TABLE>

         These ratios qualify each Bank for the "well-capitalized"
classification as defined by the banking regulators. The Company's ratio of
shareholders' equity to total assets was 10.7% at March 31, 1998 and 10.0% at
December 31, 1997.

LIQUIDITY

         The percentage of net loans to total funds was 70.3% at March 31, 1998
and 67.4% at December 31, 1997. At March 31, 1998 the Banks had $37,410,000 in
cash and due from banks, interest bearing deposits in other banks and federal
funds sold as compared with $44,773,861 at December 31, 1997. The Banks'
liquidity policies typically require that the ratio of cash and certain
short-term investments to net withdrawable deposit accounts be at least 20.0%.
At March 31 1998, only Bulloch Bank and Metter Bank exceeded this ratio. The
liquidity of the Company and the Banks is considered adequate to repay deposits
and other obligations, meet expected loan demand and pay dividends.

         Presented below is an interest rate sensitivity analysis of the Company
at March 31, 1998. The analysis indicates that the Company is
liability-sensitive through one year, meaning that a greater amount of
liabilities are maturing or repricing than assets, which is beneficial in a
falling rate environment. Beyond one year, the Company is asset-sensitive, which
is beneficial in a rising rate environment.
<PAGE>   8
Interest Rate Sensitivity Analysis - March 31, 1998

<TABLE>
<CAPTION>
                                                               Term to Repricing or Maturity

                                                       Over Three          Over One        Over Five
                                      Less Than      Months Through      Year Through      Years and
                                    Three Months        One Year          Five Years      Insensitive          Total
<S>                                 <C>              <C>                 <C>              <C>                <C>
Interest Earning Assets:
   Interest Bearing
    Deposits in Other Banks           $  15,819                                                              $  15,819
   Investment Securities                 13,501         $  26,251         $  41,223        $  15,862            96,837
   Federal Funds Sold                     5,475                                                                  5,475
   Loans                                102,525            55,975            63,215           24,120           245,835
                                      ---------         ---------         ---------        ---------         ---------
      Total Interest Earning
        Assets                          137,320            82,226           104,438           39,982           363,966
   Non-interest Earning Assets                                                                26,346            26,346
                                      ---------         ---------         ---------        ---------         ---------
TOTAL ASSETS                          $ 137,320         $  82,226         $ 104,438        $  66,328         $ 390,312
                                      =========         =========         =========        =========         =========

Interest Bearing Liabilities:
   Interest Bearing Deposits          $ 168,998         $ 101,905         $  21,808                          $ 292,711
   Other Borrowed Money                     211               847             3,900        $   3,495             8,453
   Repurchase Agreements                    500               500               400                              1,400
                                      ---------         ---------         ---------        ---------         ---------
      Total Interest Bearing
        Liabilities                     169,709           103,252            26,108            3,495           302,564
   Interest Free Deposits                                                                     41,150            41,150
   Other Interest Free
     Liabilities and Equity                                                                   46,598            46,598
                                      ---------         ---------         ---------        ---------         ---------
TOTAL LIABILITIES AND EQUITY          $ 169,709         $ 103,252         $  26,108        $  91,243         $ 390,312
                                      =========         =========         =========        =========         =========

Net Interest Rate
 Sensitivity Gap                      $ (32,389)        $ (21,026)        $  78,330        $ (24,915)
Cumulative Gap                          (32,389)          (53,415)           24,915

Net Interest Rate
 Sensitivity Gap as a Percent
 of Interest Earning Assets               (26.6)            (25.6)             75.0            (37.6)

Cumulative Gap as a Percent of
Cumulative Interest Earning
 Assets                                   (26.6)            (24.3)              7.7
</TABLE>

<PAGE>   9
                              RESULTS OF OPERATIONS

INTEREST INCOME

         Total interest income increased $462,000 (6.0%) in the first three
months of 1998 as compared to the first three months of 1997. Interest on loans
increased 346,000 (5.8%) in the first three months of 1998 as compared to the
first three months of 1997, as a result of an increase of $13,803,000 in the
year-to-date average balance of loans outstanding from March 31, 1997 to March
31, 1998 offset by a decrease in yield on the loan portfolio for that period
from 10.30 to 10.25%. Interest on investments increased $61,000 (4.0%) in the
first three months of this year as compared to the first three months of 1997,
primarily as a result of an increase in the average balance of the investment
portfolio of $4,483,000 offset by a nominal decrease in yield from 6.40% to
6.39%.

         During the first three months of 1998, interest on federal funds sold
decreased $18,000 (22.4%) from the first three months of 1997 Interest on
Interest-bearing Deposits in Other Banks increased $73,000 (48.3%) during the
first three months of 1998 from the first three months of 1997. These short-term
investments are the two means of investing any excess cash from day to day. The
total net increase in the combined income of Federal Funds Sold and
Interest-bearing deposits in other banks is the result of an increase of
$5,194,000 in the combined year-to-date average balance as well as an increase
in the weighted average yield from 5.45% to 5.60%. 

INTEREST EXPENSE

         During the first three months of 1998, the total interest expense
increased $196,000 (5.4%) from the first three months of 1997. Interest on
deposits increased $208,000 (6.0%) in the first three months of 1998 from the
first three months of 1997. This increase is attributable solely to an increase
in the average balance of interest bearing deposits of $17,406,000. Interest on
Other Borrowed Money decreased $12,000 (6.7%) in the first three months of 1998
from the first three months of 1997. This decrease is the result of a decrease
of $498,000 in the average balance outstanding of Other Borrowed Money at a
lower average interest rate of 6.88% from 7.06%. 

PROVISIONS FOR LOAN LOSSES

         Provisions for loan losses for the first three months of 1998 decreased
$10,000 (4.6%) from the first three months of 1997. After considering the credit
worthiness of the loan portfolios, it is the opinion of the management of the
Banks that the allowance for loan losses is adequate. At March 31, 1998 the
allowance for loan losses was 1.66% of outstanding loans less unearned interest.

         Nonperforming loans were $1,740,000 at March 31,1998 and $1,217,000 at
December 31, 1997. These loans included those on a nonaccrual status of $875,000
and $434,000, respectively, accruing loans contractually past due at least 90
days of $328,000 and $134,000, respectively, and restructured loans of $537,000
and $649,000, respectively. Net loans charged off totaled $49,000 during the
first three months of 1998 as compared to $26,000 during the first three months
of 1997. The increase in nonaccruals is directly attributable to one credit in
the amount of $407,000.
<PAGE>   10
NONINTEREST INCOME AND EXPENSE

         Noninterest income increased $48,000 (7.4%) in the first three months
of 1998 from the first three months of 1997. This increase is reflected
primarily in an increase in other noninterest income of $71,000 during the first
three months of this year offset by a $20,000 decrease in fees for Trust
Services and a nominal decrease in service charges on deposit accounts. The
increase in other noninterest income is the result of an increase of $47,000 in
mortgage fees and a $22,000 increase in commissions from the sale of annuities,
mutual funds and life insurance.

         Noninterest expense increased $262,000 (10.1%) in the first three
months of 1998 compared to the first three months of 1997. This increase is the
result of an increase in salary and personnel expense of $108,000, an increase
in occupancy and equipment expense of $73,000, and an increase in Other Expense
of $81,000 during the first three months of 1998 as compared to the first three
months of 1997. The increase in salary and personnel expense is primarily the
result of overall salary increases and a nominal increase in medical insurance
expense. The increase in occupancy and equipment expense is the result of
increases in depreciation expense related to construction projects and equipment
purchases and upgrades in 1997. The increase in Other Expense is the result of
several increases in this category. The largest increases are a $22,000 increase
in accounting fees, which is the result of a change in timing of billing and
payment of these fees, a $30,000 increase in charge card fees, and a $13,000
increase in correspondent bank service charges.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Not Applicable
<PAGE>   11
                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Neither the Registrant nor any of its subsidiaries is a party to, nor is any of
their property the subject of, any material pending legal proceedings, other
than ordinary routine proceedings incidental to the business of banks, nor the
knowledge of management are any such proceedings contemplated or threatened
against the Registrant or its subsidiaries.

ITEM 2. CHANGES IN SECURITIES

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS

None

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits:

     Exhibit 27 - Financial Data Schedule (for SEC use only).

(b)  Reports on Form 8-K:  None

<PAGE>   12
                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.




                                      FIRST BANKING COMPANY OF SOUTHEAST GEORGIA

DATE:  May 12, 1998                   BY:       /s/James Eli Hodges
     -----------------                   --------------------------------
                                                  JAMES ELI HODGES
                                                     PRESIDENT

DATE:  May 12, 1998                   BY:       /s/Dwayne E. Rocker
     -----------------                   --------------------------------
                                                  DWAYNE E. ROCKER
                                                SECRETARY-TREASURER
                                           (PRINCIPAL FINANCIAL OFFICER)

<TABLE> <S> <C>

<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF FIRST BANKING COMPANY OF SOUTHEAST GEORGIA FOR THE THREE
MONTHS ENDED MARCH 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-START>                             JAN-01-1998
<PERIOD-END>                               MAR-31-1998
<CASH>                                          16,116
<INT-BEARING-DEPOSITS>                          15,819
<FED-FUNDS-SOLD>                                 5,475
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                     79,753
<INVESTMENTS-CARRYING>                          17,084
<INVESTMENTS-MARKET>                            17,764
<LOANS>                                        245,835
<ALLOWANCE>                                      4,092
<TOTAL-ASSETS>                                 390,312
<DEPOSITS>                                     333,861
<SHORT-TERM>                                     2,058
<LIABILITIES-OTHER>                              4,649
<LONG-TERM>                                      7,795
                                0
                                          0
<COMMON>                                         3,762
<OTHER-SE>                                      38,187
<TOTAL-LIABILITIES-AND-EQUITY>                 390,312
<INTEREST-LOAN>                                  6,314
<INTEREST-INVEST>                                1,592
<INTEREST-OTHER>                                   287
<INTEREST-TOTAL>                                 8,193
<INTEREST-DEPOSIT>                               3,669
<INTEREST-EXPENSE>                               3,844
<INTEREST-INCOME-NET>                            4,349
<LOAN-LOSSES>                                      221
<SECURITIES-GAINS>                                   1
<EXPENSE-OTHER>                                  2,850
<INCOME-PRETAX>                                  1,979
<INCOME-PRE-EXTRAORDINARY>                       1,979
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     1,427
<EPS-PRIMARY>                                     0.38
<EPS-DILUTED>                                     0.38
<YIELD-ACTUAL>                                    4.89
<LOANS-NON>                                        875
<LOANS-PAST>                                       328
<LOANS-TROUBLED>                                   537
<LOANS-PROBLEM>                                  1,740
<ALLOWANCE-OPEN>                                 3,921
<CHARGE-OFFS>                                       67
<RECOVERIES>                                        18
<ALLOWANCE-CLOSE>                                4,092
<ALLOWANCE-DOMESTIC>                             4,092
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
        

</TABLE>


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