<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
__x___ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
_____ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission file number 0-13153
HABERSHAM BANCORP
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Georgia 58-1563165
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Highway 441 N. P.O. Box 1980, Cornelia, Georgia 30531
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
(706) 778-1000
- --------------------------------------------------------------------------------
(Issuer's telephone number, including area code)
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer: (1) 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 requirements for the past 90 days.
Yes [x] No _____
State the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date:
2,698,746 shares, common stock, $1.00 par value, as of April 30, 2000
<PAGE> 2
Item. 1 Financial Statements
HABERSHAM BANCORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
(dollars in thousands)
<TABLE>
<CAPTION>
ASSETS MARCH 31, 2000 DECEMBER 31, 1999
<S> <C> <C>
Cash and due from banks $ 8,850 $ 14,517
Federal funds sold 3,980 --
Investment securities available for sale
(cost of $40,641 at March 31, 2000 and
$40,295 at December 31, 1999) 39,206 38,820
Investment securities held to maturity
(estimated fair values of $13,530 at
March 31, 2000 and $13,664 at
December 31, 1999) 14,111 14,202
Trading securities 1,562 1,715
Other investments 7,650 7,554
Loans held for sale 44,931 48,187
Loans 332,983 317,312
Less allowance for loan losses (3,239) (3,182)
--------- ---------
Loans, net 329,744 314,130
--------- ---------
Intangible assets 2,828 2,892
Other assets 19,595 19,959
--------- ---------
TOTAL ASSETS $ 472,457 $ 461,976
========= =========
LIABILITIES
Non-interest bearing deposits $ 29,257 $ 25,139
Interest bearing deposits 296,846 292,281
Short-term borrowings 992 692
Federal funds purchased and securities
sold under repurchase agreements 18,200 19,290
Other borrowings 1,950 1,950
Federal Home Loan Bank Advances 73,765 77,251
Other liabilities 15,474 9,944
--------- ---------
TOTAL LIABILITIES 436,484 426,547
--------- ---------
SHAREHOLDERS' EQUITY
Common Stock, $1.00 par value,
10,000,000 shares authorized;
2,698,746 shares issued 2,699 2,699
Additional paid-in capital 12,417 12,417
Retained earnings 21,804 21,287
Accumulated other comprehensive loss (947) (974)
--------- ---------
TOTAL SHAREHOLDERS' EQUITY 35,973 35,429
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY $ 472,457 $ 461,976
========= =========
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE> 3
HABERSHAM BANCORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited) For the Three-Month Periods Ended March 31, 2000 and 1999
(dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
INTEREST INCOME 2000 1999
<S> <C> <C>
Loans $ 8,479 $ 6,142
Investment securities 758 806
Federal funds sold 4 56
Other 170 153
----------- -----------
TOTAL INTEREST INCOME 9,411 7,157
INTEREST EXPENSE
Time deposits, $100,000 and over 1,151 800
Other deposits 2,607 2,186
Short-term and other borrowings, primarily
FHLB advances 1,360 660
----------- -----------
TOTAL INTEREST EXPENSE 5,118 3,646
NET INTEREST INCOME 4,293 3,511
Provision for loan losses 120 231
----------- -----------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 4,173 3,280
NONINTEREST INCOME
Gain on sale of loans 2,613 2,625
Loan fee income 582 678
Service charges on deposits 169 167
Other service charges and commissions 85 72
Travel service income -- 337
Securities gains, net -- 21
Unrealized loss on trading securities (153) (531)
Other income 423 267
----------- -----------
Total other income 3,719 3,636
NONINTEREST EXPENSE
Salary and employee benefits 4,515 4,247
Occupancy 872 707
Travel service expense -- 303
Computer services 124 163
General and administrative expense 1,488 1,240
----------- -----------
Total other expense 6,999 6,660
INCOME BEFORE INCOME TAXES 893 256
Income tax expense 214 52
----------- -----------
NET INCOME $ 679 $ 204
=========== ===========
NET INCOME PER COMMON SHARE - BASIC $ .25 $ .08
=========== ===========
NET INCOME PER COMMON SHARE - DILUTED $ .25 $ .08
=========== ===========
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 2,698,746 2,448,650
=========== ===========
WEIGHTED AVERAGE NUMBER OF COMMON
AND COMMON EQUIVALENT SHARES OUTSTANDING 2,698,746 2,448,650
=========== ===========
Dividends per share $ .06 $ .05
=========== ===========
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE> 4
HABERSHAM BANCORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) For the Three-Month Periods Ended March 31, 2000 and 1999
(dollars in thousands)
<TABLE>
<CAPTION>
CASH FLOWS FROM OPERATING ACTIVITIES: 2000 1999
<S> <C> <C>
Net income $ 679 $ 204
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for loan losses 120 231
Depreciation 337 332
Gain on sale of investment securities -- (21)
Unrealized holding loss on trading securities 153 531
Loss (gain) on sale of other real estate 2 (7)
Net gain on sale of loans (2,613) (2,625)
Amortization of intangible assets 86 107
Equity in earnings of investee (45) --
Deferred income tax benefit (13) (8)
Proceeds from sale of loans held for sale 120,357 158,264
Net increase in loans held for sale (114,506) (154,209)
Changes in assets and liabilities:
Decrease in interest receivable 74 70
Increase in other assets (141) (121)
Decrease in interest payable (251) (793)
Increase in other liabilities 5,781 1,377
--------- ---------
Net cash provided by operating activities 10,020 3,332
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment securities available for sale:
Proceeds from maturity 1,706 3,614
Proceeds from sale -- 2,781
Purchases (2,052) (5,392)
Investment securities held to maturity:
Proceeds from maturity 589 777
Purchases (498) (1,233)
Other investments:
Proceeds from sale 711 1,754
Purchases (812) (665)
Loans:
Proceeds from sale 3,825 16,098
Net increase in loans (19,246) (24,172)
Purchases of premises and equipment (353) (239)
Proceeds from sale of other real estate 151 15
Dividends received from other investment 27 --
--------- ---------
Net cash used in investing activities (15,952) (6,662)
--------- ---------
</TABLE>
<PAGE> 5
HABERSHAM BANCORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
(Unaudited) For the Three-Month Periods Ended March 31, 2000 and 1999
(dollars in thousands)
<TABLE>
<CAPTION>
CASH FLOWS FROM FINANCING ACTIVITIES: 2000 1999
<S> <C> <C>
Net increase in deposits 8,683 158
Net increase in short-term borrowings 300 7,647
Net decrease in federal funds sold and
securities sold under repurchase agreements (1,090) --
Repayment of Federal Home Loan Bank advances, net (3,486) (1,747)
Cash dividends paid (162) (122)
-------- --------
Net cash provided by financing activities 4,245 5,936
-------- --------
Decrease (increase) in cash and cash equivalents (1,687) 2,606
CASH AND CASH EQUIVALENTS: BEGINNING OF PERIOD 14,517 14,099
-------- --------
CASH AND CASH EQUIVALENTS: END OF PERIOD $ 12,830 $ 16,705
======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 5,369 $ 4,439
Income taxes 411 --
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING ACTIVITIES:
Loans granted to facilitate the sale
of other real estate $ 294 $ --
Unrealized gain (loss) on investment securities
available for sale, net of tax effect 27 (138)
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE> 6
HABERSHAM BANCORP AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
1. Basis of Presentation
The condensed consolidated financial 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 for a fair
presentation of the results of the interim periods reflected. Certain
information and note 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
periods reported herein are not necessarily indicative of results to be expected
for the full year.
The condensed consolidated financial statements included herein should be
read in conjunction with the Company's 1999 consolidated financial statements
and notes thereto, included in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1999.
Certain reclassifications have been made to the prior periods in order to
conform to classifications adopted in the current period.
2. Accounting Policies
Reference is made to the accounting policies of the Company described in the
notes to the consolidated financial statements contained in the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1999. The Company has
consistently followed those policies in preparing this report.
3. Other Comprehensive Income
"Other comprehensive income" refers to revenues, expenses, gains, and losses
that are included in comprehensive income but excluded from earnings under
current accounting standards. Currently, other comprehensive income for the
Company consists of items previously recorded directly in equity under SFAS No.
115, "Accounting for Certain Investments in Debt and Equity Securities". The
Company adopted SFAS No. 130 effective January 1, 1998. Comprehensive income for
the three months ended March 31, 2000 and 1999 was $706,000 and $66,000,
respectively.
4. Recent Accounting Pronouncements
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities". SFAS No. 133 is effective for financial
statements for all fiscal quarters of all fiscal years beginning after June 15,
1999. In June 1999, the FASB issued SFAS No. 137, "Accounting for Derivative
Instruments and Hedging Activities - Deferral of the Effective Date of FASB
Statement No. 133", an amendment of FASB Statement No. 133. SFAS No. 133, as
amended, is now effective for all fiscal quarters of all fiscal years beginning
after June 15, 2000. The Company does not believe the provisions of SFAS No. 133
will have a significant impact on the financial statements upon adoption.
<PAGE> 7
5. Segment Information
The Company has two significant reportable segments: banking and mortgage
banking. The Company offers traditional banking services through Habersham Bank
and Security State Bank, which has operated as a division of Habersham Bank
since the consolidation of its charter with that of Habersham Bank effective
June 30, 1999. The Company originates and sells loans in the secondary market
through its mortgage banking segment, BancMortgage Financial Corp.
The accounting policies of the segments are the same as those described in
the summary of significant accounting policies. The Company evaluates
performance based on net income of the respective segments.
At and for the three months ended March 31, 2000
<TABLE>
<CAPTION>
Mortgage
Banking Banking Eliminations Other Eliminations Consolidated
<S> <C> <C> <C> <C> <C> <C>
Interest income $ 8,730 $ 876 $ (209) $ 14 $ -- $ 9,411
Interest expense 4,762 525 (209) 40 -- 5,118
Provision for loan losses 120 -- -- -- -- 120
Gain on sale of loans 18 2,595 -- -- -- 2,613
Other noninterest income 605 892 (394) 345 (342) 1,106
Depreciation on premises &
equipment 195 122 -- 20 -- 337
Other noninterest expense 2,724 4,104 (381) 557 (342) 6,662
Income tax expense (benefit) 444 (141) (5) (84) -- 214
Net income (loss) 976 (116) (8) (173) -- 679
Total assets $436,308 $ 48,787 $(17,738) $ 5,264 $(164) $472,457
</TABLE>
At and for the three months ended March 31, 1999
<TABLE>
<CAPTION>
Mortgage
Banking Banking Eliminations Other Eliminations Consolidated
<S> <C> <C> <C> <C> <C> <C>
Interest income $ 6,340 $ 981 $ (201) $ 37 $ -- $ 7,157
Interest expense 3,184 614 (201) 49 -- 3,646
Provision for loan losses 109 122 -- -- -- 231
Gain on sale of loans 170 2,455 -- -- -- 2,625
Other noninterest income 517 1,086 (459) 195 (328) 1,011
Depreciation on premises &
equipment 221 94 -- 17 -- 332
Other noninterest expense 2,731 3,566 (542) 897 (324) 6,328
Income tax expense (benefit) 172 44 27 (191) -- 52
Net income (loss) 610 82 56 (540) (4) 204
Total assets $341,712 $73,405 $(27,532) $ 3,463 $(393) $390,655
</TABLE>
<PAGE> 8
Item. 2 Management's Discussion and Analysis of Financial Condition and Results
of Operations.
HABERSHAM BANCORP AND SUBSIDIARIES
Organization
Habersham Bancorp (the "Company") owns all of the outstanding stock of
Habersham Bank ("Habersham Bank") and The Advantage Group, Inc. Habersham Bank
owns all of the outstanding stock of BancMortgage Financial Corp
("BancMortgage"), and Advantage Insurers, Inc. ("Advantage Insurers"). Effective
June 30, 1999, the Company consolidated the charters of Habersham Bank and
Security State Bank, which had until that date been a wholly owned subsidiary of
the Company. As a result of this consolidation, Security State Bank now
functions as a division of Habersham Bank. Effective September 30, 1999, the
Bank ceased operations of its travel agency subsidiary, Appalachian Travel
Service, Inc. ("Appalachian"). Net income of such business for all periods
presented is not significant. The Advantage Group, Inc. is a non-bank subsidiary
which engages in the business of providing marketing and advertising services.
Advantage Insurers, which began operations on March 31, 1997, offers a full line
of property, casualty, and life insurance products.
The Advantage Group, Inc., Appalachian, and Advantage Insurers do not
comprise a significant portion of the financial position, results of operations,
or cash flows of the Company. Management's discussion and analysis, which
follows, relates primarily to Habersham Bank and BancMortgage.
BancMortgage was organized in 1996 as a full service mortgage and
construction lending company located in the northern Atlanta metropolitan area.
During 1997, BancMortgage acquired for approximately $60,000 the assets and
certain liabilities of The Prestwick Mortgage Group, a national investment
banking and advisory firm specializing in the brokerage and evaluation of
mortgage-related assets. Concurrent with this acquisition of The Prestwick
Mortgage Group, BancMortgage also formed BancFinancial Services Corporation, a
full-service wholesale mortgage lender specializing in sub-prime mortgage loans.
The Prestwick Mortgage Group and BancFinancial Services Corporation are based in
Virginia.
During 1999, BancMortgage formed a wholly owned subsidiary, BancMortgage
Reinsurance LTD., a reinsurance company incorporated in Turks and Caicos. The
subsidiary provides insurance to companies offering private mortgage insurance.
Also during the fourth quarter of 1999, BancMortgage acquired the assets of
Fidelity Group. This acquisition was accounted for as a purchase with a purchase
price of $390,031.
Forward Looking Statements
Certain statements contained in this Quarterly Report on Form 10-Q and the
exhibits hereto which are not statements of historical fact constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act (the "Act"). In addition, certain statements in future
filings by the Company with the Securities and Exchange Commission, in press
releases, and in oral and written statements made by or with the approval of the
Company which are not statements of historical fact constitute forward-looking
statements within the meaning of the Act. Examples of forward-looking statements
include, but are not limited to: (1) projections of revenues, income or loss,
earnings or loss per share, the payment or non-payment of dividends, capital
structure and other financial items;
<PAGE> 9
(2) statements of plans and objectives of the Company or its management or Board
of Directors, including those relating to products or services; (3) statements
of future economic performance; and (4) statements of assumptions underlying
such statements. Words such as "believes," "anticipates," "expects," "intends,"
"targeted," and similar expressions are intended to identify forward-looking
statements but are not the exclusive means of identifying such statements.
Forward-looking statements involve risks and uncertainties which may cause
actual results to differ materially from those in such statements. Facts that
could cause actual results to differ from those discussed in the forward-looking
statements include, but are not limited to: (1) the strength of the U.S. economy
in general and the strength of the local economies in which operations are
conducted; (2) the effects of and changes in trade, monetary and fiscal policies
and laws, including interest rate policies of the Board of Governors of the
Federal Reserve System; (3) inflation, interest rate, market and monetary
fluctuations; (4) the timely development of and acceptance of new products and
services and perceived overall value of these products and services by users;
(5) changes in consumer spending, borrowing and saving habits; (6) the impact of
Year 2000 and technological changes; (7) acquisitions; (8) the ability to
increase market share and control expenses; (9) the effect of changes in laws
and regulations (including laws and regulations concerning taxes, banking,
securities and insurance) with which the Company and its subsidiaries must
comply; (10) the effect of changes in accounting policies and practices, as may
be adopted by the regulatory agencies as well as the Financial Accounting
Standards Board; (11) changes in the Company's organization, compensation and
benefit plans; (12) the costs and effects of litigation and of unexpected or
adverse outcomes in such litigation; and (13) the success of the Company at
managing the risks involved in the foregoing.
Such forward-looking statements speak only as of the date on which such
statements are made, and the Company undertakes no obligation to update any
forward-looking statement to reflect events or circumstances after the date on
which such statement is made or to reflect the occurrence of unanticipated
events.
Material Changes in Financial Condition
The Company's total assets increased approximately $10 million during the
first quarter of 2000 as a result of an increase in real estate secured loans in
the loan portfolio of Habersham Bank of approximately $15 million offset by
decreases in cash and cash equivalents of approximately $2 million and a
reduction in mortgage loans held for sale of approximately $3 million. The
increase was funded primarily by an increase in deposits of approximately $9
million.
Nonperforming assets consist of nonaccrual loans, accruing loans 90 days
past due, restructured loans and other real estate owned. Nonperforming assets
decreased $383,000 or 9.58% from December 31, 1999 to March 31, 2000. The
decrease for 2000 was primarily due to the sale of other real estate by
Habersham Bank for approximately $450,000, a reduction of approximately $29,000
in nonaccrual loans, and a decrease of approximately $35,000 related to
restructured loans. These decreases were offset by increases in 90 days past due
loans of approximately $131,000.
Additions to the allowance for loan losses are made periodically to maintain
the allowance at an appropriate level based upon management's analysis of risk
in the loan portfolio. The balance of the allowance for loan losses is in
accordance with the internal calculation of the allowance for loan losses which
considers factors such as classified and past due loans as well as portfolio
growth and diversification. A provision for loan losses in the amount of
$120,000 was charged to
<PAGE> 10
expense for the quarter ended March 31, 2000. This provision for losses exceeded
the net charge-offs for the first quarter which totaled approximately $63,000.
At March 31, 2000 and December 31, 1999, the ratio of allowance for loan losses
to total loans was .97% and 1.00%, respectively. Management considers the
current allowance for loan losses appropriate based upon its analysis of the
potential risk in the portfolio, although there can be no assurance that the
assumptions underlying such analysis will continue to be correct.
The Company had impaired loans of $1,174,622 and $1,203,471 as of March 31,
2000 and December 31, 1999, respectively. Impaired loans consist of loans on
nonaccrual status. The interest income recognized on such loans for the
three-month periods ended March 31, 2000 and 1999 was not material.
The Company's other real estate totaled $1,221,084 and $1,671,084 as of
March 31, 2000 and December 31, 1999, respectively. The decrease was due to the
sale of property.
Material Changes in Results of Operations
Total interest income for the first quarter of 2000 increased $2,254,000 or
31.49%, when compared to the first quarter of 1999. Interest income from loans
increased $2,337,000 or 38.05% due to increases in the loan portfolio of
Habersham Bank. Loan yields increased by .43% to 9.41% for the first quarter of
2000 compared to 8.98% for the first quarter of 1999.
Interest income from investment securities decreased $48,000 or 5.96% for
the first quarter of 2000 when compared to the first quarter of 1999. The
decrease in interest income from investments was primarily due to decreases in
the investment portfolio of Habersham Bank. Average yields on investment
securities increased by .52% to 5.75% for the first quarter of 2000 compared to
5.23% for the first quarter of 1999.
Total interest expense for the first quarter of 2000 increased $1,472,000 or
40.37%, when compared to the first quarter of 1999. Interest expense on deposits
increased $772,000 or 25.85%, when compared to the first quarter of 1999 due to
changes in the mix of the deposit portfolio and a rising interest rate
environment. Total average deposits increased approximately $38 million or
14.91% when compared to the first quarter of 1999. Average certificates of
deposit increased approximately $44 million offset by decreases in average NOW
and other deposit accounts of approximately $5.5 million.
Average rates on total deposits increased by .45% to 5.18% during the first
quarter of 2000 compared to 4.73% for the first quarter of 1999. Average rates
for NOW and other deposit accounts and certificates of deposit increased to
2.62% and 5.88%, respectively, during the first quarter of 2000 compared to
2.55% and 5.54%, respectively, during the first quarter of 1999.
Interest expense on short-term and other borrowings increased $700,000 or
106.06% when compared to the first quarter of 1999 primarily due to an increase
in average borrowings of approximately $43 million or 86.23% when compared to
the first quarter of 1999. Average rates on borrowings increased by .57% to
5.86% for the first quarter of 2000 compared to 5.29% for the first quarter of
1999.
<PAGE> 11
Net interest income increased approximately $782,000 or 22.27%, for the
first quarter of 2000 as a result of the items discussed above.
The net interest margin of the Company, net interest income divided by
average earning assets, was 3.98% for the first quarter of 2000 compared to
4.05% for the first quarter of 1999. The decrease in net interest margin
resulted primarily from increases in interest rates paid on deposits and
borrowings and an increase in the average balances in borrowings offset by
increases in the yield on loans and securities.
Noninterest income increased $83,000 or 2.28% for the first quarter of 2000
over the same period in 1999. This increase resulted primarily from increases in
activity at BancMortgage Reinsurance LTD, The Advantage Group, Inc. and income
generated from investment in CB Financial Corp. of approximately $99,000,
$56,000, and $45,000, respectively, offset by a decrease in travel service
income resulting from the closing of Appalachian as well as a decrease in the
unrealized loss on the trading securities recognized by the Company during the
quarter.
Noninterest expenses increased $339,000 or 5.09% for the first quarter of
2000 over the same period in 1999. This increase was due to increased salary and
employee benefits, and occupancy expenses of approximately $268,000, and
$165,000, respectively, offset by decreases in computer expenses of
approximately $39,000. Salary and employee benefits increased primarily due to
the production volume generated by BancMortgage, which compensates staff by
commissions that are directly related to production volume, as well as annual
salary adjustments. Salary and employee benefits and occupancy expenses also
increased due to the acquisition of The Fidelity Group during the fourth quarter
of 1999. General and administrative expenses increased approximately $248,000
for the first quarter of 2000 over the same period in 1999 primarily due to
additional expenses relating to the expanded operations of BancFinancial
Services, the Fidelity Group, and The Advantage Group, Inc. This increase was
primarily related to increased other operating expenses, outside services, and
other real estate expenses of approximately $300,000, $48,000, and $4,000,
respectively, offset by reductions in advertising and public relations of
approximately $102,000 and $4,000 in office supplies.
Income tax expense for the three months ended March 31, 2000 and 1999 was
$214,000 and $52,000, respectively. The effective tax rate for the three months
ended March 31, 2000 and 1999 was 23.96% and 20.31%, respectively.
Liquidity and Capital Resources
Liquidity management involves the matching of the cash flow requirements of
customers, either depositors withdrawing funds or borrowers needing loans, and
the ability of the Company to meet those requirements.
The Company's liquidity program is designed and intended to provide guidance
in funding the credit and investment activities of the Company while at the same
time ensuring that the deposit obligations of the Company are met on a timely
basis. In order to permit active and timely management of assets and
liabilities, these accounts are monitored regularly in regard to volume, mix,
and maturity.
<PAGE> 12
The Company's liquidity position depends primarily upon the liquidity of its
assets relative to its need to respond to short-term demand for funds caused by
withdrawals from deposit accounts and loan funding commitments. Primary sources
of liquidity are scheduled repayments on the Company's loans and interest on and
maturities of its investment securities. Sales of investment securities
available for sale represent another source of liquidity to the Company. The
Company may also utilize its cash and due from banks and federal funds sold to
meet liquidity requirements as needed.
The Company also has the ability, on a short-term basis, to purchase federal
funds from other financial institutions up to $20,000,000. Presently, the
Company has made arrangements with commercial banks for short-term advances up
to $12,000,000 under a repurchase agreement line of credit, in addition to a
total available line of $133,000,000 which is available to the Company, subject
to available collateral, from the Federal Home Loan Bank.
Habersham Bank's liquidity policy requires that the ratio of cash and
certain short-term investments to net withdrawable deposit accounts be at least
20%. The Bank's liquidity ratios at March 31, 2000 and 1999 were 19.18% and
24.35%, respectively. Efforts are underway to bring the liquidity ratio up to
the minimum by concentrating upon local deposit growth.
At March 31, 2000, Habersham Bancorp and Habersham Bank were required to
have minimum Tier 1 and total capital ratios of 4% and 8%, respectively.
Additionally, the Company and the Bank are required to maintain a leverage ratio
(Tier 1 capital to average assets) of at least 4%. The Company and the Bank's
ratios at March 31, 2000 follow:
<TABLE>
<CAPTION>
Habersham Habersham
Bank Bancorp
<S> <C> <C>
Tier 1 8.49% 9.70%
Total Capital 9.43% 10.62%
Leverage 6.54% 7.56%
</TABLE>
Interest Rate Sensitivity
The objective of asset and liability management is to manage and measure the
level and volatility of earnings and capital by controlling interest rate risk.
To accomplish this objective, management makes use of interest rate and income
simulation models to perform current and dynamic projections of interest income
and equity, as well as more traditional asset and liability management methods.
The Company's historical performance in various economic climates is
considered by management in making long-term asset and liability decisions for
the Company.
The relative interest rate sensitivity of the Company's assets and
liabilities indicates the extent to which the Company's net interest income may
be affected by interest rate movements. The Company's ability to reprice assets
and liabilities in the same dollar amounts and at the same time minimizes
interest rate risks. One method of measuring the impact of interest rate changes
on net interest income is to measure, in a number of time frames, the interest
sensitivity gap, by subtracting interest sensitive liabilities from interest
sensitive assets, as reflected in the following table. Such interest sensitivity
gap represents the risk, or opportunity, in repricing. If more assets than
liabilities are repriced at a given time in a rising rate environment, net
interest income improves; in a declining rate
<PAGE> 13
environment, net interest income deteriorates. Conversely, if more liabilities
than assets are repriced while interest rates are rising, net interest income
deteriorates; if interest rates are falling, net interest income improves.
The interest rate sensitivity analysis, calculated as of March 31, 2000,
below has a three month negative gap of approximately $66 million (interest
bearing liabilities exceeding interest earning assets repricing within three
months).
<TABLE>
<CAPTION>
DUE IN DUE AFTER DUE AFTER DUE AFTER DUE AFTER TOTAL
THREE THREE THROUGH SIX THROUGH ONE THROUGH FIVE
MONTHS SIX MONTHS TWELVE MONTHS FIVE YEARS YEARS
<S> <C> <C> <C> <C> <C> <C>
INTEREST EARNING ASSETS:
Federal funds sold $ 3,980 $ -- $ -- $ -- $ -- $ 3,980
Investment securities 399 435 1,679 14,333 36,471 53,317
Loans 149,703 28,734 32,784 112,497 54,196 377,914
--------- -------- --------- --------- ------- --------
Total interest earning assets 154,082 29,169 34,463 126,830 90,667 435,211
INTEREST BEARING LIABILITIES:
Deposits
Money Market and NOW 55,475 -- -- -- -- 55,475
Savings 7,941 -- -- -- -- 7,941
Certificates of deposit 73,355 40,020 58,666 61,389 -- 233,430
Borrowings 82,957 1,950 -- -- 10,000 94,907
--------- -------- --------- --------- ------- --------
Total interest bearing
liabilities 219,728 41,970 58,666 61,389 10,000 391,753
Excess(deficiency) of interest earning
assets over(to) interest bearing
liabilities $ (65,646) $(12,801) $ (24,203) $ 65,441 $80,667 $ 43,458
========= ======== ========= ========= ======= ========
Cumulative gap $ (65,646) $(78,447) $(102,650) $ (37,209) $43,458
Ratio of cumulative gap to total
cumulative earning assets (42.61%) (42.81%) (47.15%) (10.80%) 9.99%
Ratio of cumulative interest earning
assets to cumulative interest bearing
liabilities 70.12% 70.02% 67.96% 90.25% 111.09%
</TABLE>
Management strives to maintain the ratio of cumulative interest earning
assets to cumulative interest bearing liabilities within a range of 60% to 140%.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
As of March 31, 2000, there were no substantial changes from the interest
rate sensitivity analysis or the sensitivity of market value of portfolio equity
for various changes in interest rates calculated as of December 31, 1999. The
foregoing disclosures related to the market risk of the Company should be read
in conjunction with the Company's audited consolidated financial statements,
related notes and management's discussion and analysis of financial condition
and results of operations for the year ended December 31, 1999 included in the
Company's 1999 Annual Report on Form 10K.
<PAGE> 14
PART II
OTHER INFORMATION
Item 1. Legal proceedings.
None
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, list and reports on Form 8-K
(a) The registrant submits herewith as exhibits to this report on Form
10-Q the exhibits required by Item 601 of Regulation S-K, subject to Rule 12b-32
under the Securities Exchange Act of 1934.
<TABLE>
<CAPTION>
Exhibit No. Document
- ----------- --------
<S> <C>
3.1 Amended and restated Articles of Incorporation of Habersham Bancorp, as
amended by amendments executed as of April 16, 1988 and April 17, 1995
(1) and as further amended by amendment executed as of April 15, 2000.
3.2 By-laws of Habersham Bancorp, as amended as of November 20, 1989
(2) and as of March 16, 1991. (3)
10.1* Habersham Bancorp Savings Investment Plan, as amended and restated March
17, 1990, and the related Trust Agreements, as amended March 17, 1990.
(2)
10.2* Habersham Bancorp Incentive Stock Option Plan, as amended
February 26, 1994. (4)
10.3* Habersham Bancorp Outside Directors Stock Option Plan. (5)
10.4* Habersham Bancorp 1996 Incentive Stock Option Plan (6), as amended by the
First Amendment thereto dated January 29, 2000. (7)
10.5* Mortgage Banking Agreement Dated as of January 2, 1996 among Habersham
Bancorp, Habersham Bank, BancMortgage Financial Corp. and Robert S.
Cannon and Anthony L. Watts. (8)
10.6 Option Agreement dated as of March 11, 1998 by and among Habersham
Bancorp and certain shareholders of Empire Bank Corp. (9)
11.1 Computation of Earnings Per Share.
</TABLE>
<PAGE> 15
27.0 Financial Data Schedule (for SEC use only).
(1) Incorporated herein by reference to exhibit 3(a) in Amendment No. 1 to
Registrant's Registration Statement on Form S-4 (Regis. No. 33-57915).
(2) Incorporated herein by reference to exhibit of same number in the
Registrant's Annual Report on Form 10-K for the year ended December 31, 1989
(File No. 0-13153).
(3) Incorporated herein by reference to exhibit of same number in the
Registrant's Annual Report on Form 10-K for the year ended December 31, 1991
(File No. 0-13153).
(4) Incorporated herein by reference to exhibit of same number in the
Registrant's Annual Report on Form 10-KSB for the year ended December 31, 1993
(File No. 0-13153).
(5) Incorporated herein by reference to exhibit of same number in the
Registrant's Annual Report on Form 10-KSB for the year ended December 31, 1994
(File No. 0-13153).
(6) Incorporated herein by reference to exhibit of same number in the
Registrant's Annual Report on Form 10-KSB for the year ended December 31, 1995
(File No. 0-13153).
(7) Incorporated herein by reference to exhibit of same number in the
Registrant's Annual Report on Form 10-k for the year ended December 31, 1999
(File No. 0-13153).
(8) Incorporated herein by reference to exhibit of same number in the
Registrant's Annual Report on Form 10-KSB for the year ended December 31, 1997
(File No. 0-13153).
(9) Incorporated herein be reference to exhibit of same number in the
Registrant's Annual Report on Form 10-Q for the quarter ended June 30, 1998
(File No. 0-13153).
* Indicates the Registrant's plans, management contracts and compensatory
arrangements.
<PAGE> 16
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
has caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
HABERSHAM BANCORP
(Registrant)
Date May 10, 2000 /s/ David D. Stovall
--------------------
President and
Chief Financial Officer
(for the Registrant and as the
Registrant's principal financial and
accounting officer)
<PAGE> 1
EXHIBIT 3.1
ARTICLES OF AMENDMENT
TO THE
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
HABERSHAM BANCORP
1.
The name of the Corporation is Habersham Bancorp.
2.
The Corporation hereby amends Article 9 of its Amended and Restated
Articles of Incorporation by deleting Article 9 in its entirety and inserting in
lieu thereof a new Article 9 as follows:
"9. The number of directors of the Company shall be not less than five
nor more than 25 and within that minimum and maximum shall be such
number as shall be from time to time specified by the shareholders or
the Board of Directors of the Corporation."
3.
The foregoing amendment was duly approved by the Corporation's Board of
Directors on January 29, 2000 and by its shareholders on April 15, 2000.
IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment
to be signed by its duly authorized officer this 15th day of April, 2000.
HABERSHAM BANCORP
By: /s/Edward D. Ariail
--------------------------------------
Edward D. Arail
Vice President and Corporate Secretary
<PAGE> 1
EXHIBIT 11.1
COMPUTATION OF EARNINGS PER SHARE
<TABLE>
<CAPTION>
Three Months ended
March 31,
2000 1999
---- ----
<S> <C> <C>
Net income $ 678,964 $ 203,513
========== ==========
Weighted average number of common
and common equivalent shares:
Weighted average common shares outstanding 2,698,746 2,448,650
Shares issued from assumed exercise of
common stock equivalents(1) -- --
---------- ----------
Weighted average number of common and
common equivalent shares outstanding 2,698,746 2,448,650
========== ==========
Earnings per share:
Basic $ .25 $ .08
========== ==========
Diluted $ .25 $ .08
========== ==========
</TABLE>
(1) The number of common stock equivalents excluded from the computation of
earnings per share at March 31, 2000 and March 31, 1999 was 107,583 and
7,165, respectively because they were antidilutive.
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF HABERSHAM BANCORP FOR THE THREE MONTH PERIOD ENDED MARCH
31, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 8,850,000
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 3,980,000
<TRADING-ASSETS> 1,562,000
<INVESTMENTS-HELD-FOR-SALE> 39,206,000
<INVESTMENTS-CARRYING> 14,111,000
<INVESTMENTS-MARKET> 13,530,000
<LOANS> 377,914,000
<ALLOWANCE> 3,239,000
<TOTAL-ASSETS> 472,457,000
<DEPOSITS> 326,103,000
<SHORT-TERM> 84,907,000
<LIABILITIES-OTHER> 15,474,000
<LONG-TERM> 10,000,000
0
0
<COMMON> 2,699,000
<OTHER-SE> 33,274,000
<TOTAL-LIABILITIES-AND-EQUITY> 472,457,000
<INTEREST-LOAN> 8,479,000
<INTEREST-INVEST> 758,000
<INTEREST-OTHER> 174,000
<INTEREST-TOTAL> 9,411,000
<INTEREST-DEPOSIT> 3,758,000
<INTEREST-EXPENSE> 5,118,000
<INTEREST-INCOME-NET> 4,293,000
<LOAN-LOSSES> 120,000
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 6,999,000
<INCOME-PRETAX> 893,000
<INCOME-PRE-EXTRAORDINARY> 893,000
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 679,000
<EPS-BASIC> .25
<EPS-DILUTED> .25
<YIELD-ACTUAL> 3.98
<LOANS-NON> 1,174,622
<LOANS-PAST> 469,244
<LOANS-TROUBLED> 747,214
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 3,182,000
<CHARGE-OFFS> 75,000
<RECOVERIES> 12,000
<ALLOWANCE-CLOSE> 3,239,000
<ALLOWANCE-DOMESTIC> 3,239,000
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
