<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 June 30, 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
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(Exact name of registrant as specified in its charter)
Georgia 58-1563165
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Highway 441 N. P.O. Box 1980, Cornelia, Georgia 30531
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(Address of principal executive offices) (Zip code)
(706) 778-1000
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(Issuer's telephone number, including area code)
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(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 July 31, 2000
<PAGE> 2
Item. 1 Financial Statements
HABERSHAM BANCORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
(dollars in thousands)
<TABLE>
<CAPTION>
ASSETS JUNE 30, 2000 DECEMBER 31, 1999
<S> <C> <C>
Cash and due from banks $ 8,923 $ 14,517
Investment securities available for sale
(cost of $41,332 at June 30, 2000 and
$40,295 at December 31, 1999) 39,990 38,820
Investment securities held to maturity
(estimated fair values of $13,471 at
June 30, 2000 and $13,664 at
December 31, 1999) 14,091 14,202
Trading securities 1,087 1,715
Other investments 8,409 7,554
Loans held for sale 56,899 48,187
Loans 350,008 317,312
Less allowance for loan losses (3,167) (3,182)
--------- ---------
Loans, net 346,841 314,130
--------- ---------
Intangible assets 2,766 2,892
Other assets 20,217 19,959
--------- ---------
TOTAL ASSETS $ 499,223 $ 461,976
========= =========
LIABILITIES
Non-interest bearing deposits $ 27,512 $ 25,139
Interest bearing deposits 300,195 292,281
Short-term borrowings 692 692
Federal funds purchased and securities
sold under repurchase agreements 19,110 19,290
Other borrowings 1,950 1,950
Federal Home Loan Bank Advances 94,380 77,251
Other liabilities 18,923 9,944
--------- ---------
TOTAL LIABILITIES 462,762 426,547
--------- ---------
SHAREHOLDERS' EQUITY
Common Stock, $1.00 par value,
10,000,000 shares authorized;
2,698,746 shares issued and
outstanding in 2000 and 1999 2,699 2,699
Additional paid-in capital 12,417 12,417
Retained earnings 22,231 21,287
Accumulated other comprehensive loss (886) (974)
--------- ---------
TOTAL SHAREHOLDERS' EQUITY 36,461 35,429
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY $ 499,223 $ 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 June 30, 2000 and 1999
(dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
INTEREST INCOME 2000 1999
<S> <C> <C>
Loans $ 9,274 $ 6,713
Investment securities 789 746
Federal funds sold 9 25
Other 152 125
--------- ---------
TOTAL INTEREST INCOME 10,224 7,609
INTEREST EXPENSE
Time deposits, $100,000 and over 1,181 729
Other deposits 2,861 2,166
Short-term and other borrowings, primarily
FHLB advances 1,849 907
--------- ---------
TOTAL INTEREST EXPENSE 5,891 3,802
NET INTEREST INCOME 4,333 3,807
Provision for loan losses 220 221
--------- ---------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 4,113 3,586
NONINTEREST INCOME
Gain on sale of loans 3,522 2,462
Loan fee income 518 727
Service charges on deposits 191 159
Other service charges and commissions 82 80
Travel service income -- 241
Securities gains, net -- (6)
Unrealized (loss) gain on trading securities (475) 76
Other income 435 280
--------- ---------
Total other income 4,273 4,019
NONINTEREST EXPENSE
Salary and employee benefits 4,975 4,511
Occupancy 848 761
Travel service expense -- 217
Computer services 160 144
General and administrative expense 1,511 1,282
--------- ---------
Total other expense 7,494 6,915
INCOME BEFORE INCOME TAXES 892 690
Income tax expense 302 142
--------- ---------
NET INCOME $ 590 $ 548
========= =========
NET INCOME PER COMMON SHARE - BASIC $ .22 $ .21
========= =========
NET INCOME PER COMMON SHARE - DILUTED $ .22 $ .21
========= =========
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 2,698,746 2,611,792
========= =========
WEIGHTED AVERAGE NUMBER OF COMMON
AND COMMON EQUIVALENT SHARES OUTSTANDING 2,698,746 2,640,227
========= =========
Dividends per share $.06 $.05
==== ====
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE> 4
HABERSHAM BANCORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited) For the Six-Month Periods Ended June 30, 2000 and 1999
(dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
INTEREST INCOME 2000 1999
<S> <C> <C>
Loans $ 17,754 $ 12,855
Investment securities 1,547 1,552
Federal funds sold 13 81
Other 321 277
--------- ---------
TOTAL INTEREST INCOME 19,635 14,765
INTEREST EXPENSE
Time deposits, $100,000 and over 2,331 1,529
Other deposits 5,468 4,352
Short-term and other borrowings, primarily
FHLB advances 3,210 1,567
--------- ---------
TOTAL INTEREST EXPENSE 11,009 7,448
NET INTEREST INCOME 8,626 7,317
Provision for loan losses 340 452
--------- ---------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 8,286 6,865
NONINTEREST INCOME
Gain on sale of loans 6,135 5,088
Loan fee income 1,116 1,402
Service charges on deposits 360 326
Other service charges and commissions 167 151
Travel service income -- 578
Securities gains, net -- 16
Unrealized loss on trading securities (628) (456)
Other income 858 550
--------- ---------
Total other income 8,008 7,655
NONINTEREST EXPENSE
Salary and employee benefits 9,491 8,758
Occupancy 1,720 1,468
Travel service expense -- 520
Computer services 285 307
General and administrative expense 3,013 2,521
--------- ---------
Total other expense 14,509 13,574
INCOME BEFORE INCOME TAXES 1,785 946
Income tax expense 516 194
--------- ---------
NET INCOME $ 1,269 $ 752
========= =========
NET INCOME PER COMMON SHARE - BASIC $ .47 $ .30
========= =========
NET INCOME PER COMMON SHARE - DILUTED $ .47 $ .29
========= =========
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 2,698,746 2,530,672
========= =========
WEIGHTED AVERAGE NUMBER OF COMMON
AND COMMON EQUIVALENT SHARES OUTSTANDING 2,699,703 2,561,167
========= =========
Dividends per share $.12 $.10
==== ====
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE> 5
HABERSHAM BANCORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) For the Six Month Periods Ended June 30, 2000 and 1999
(dollars in thousands)
<TABLE>
<CAPTION>
CASH FLOWS FROM OPERATING ACTIVITIES: 2000 1999
<S> <C> <C>
Net income $ 1,269 $ 752
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for loan losses 340 452
Depreciation 684 691
Gain on sale of investment securities -- (16)
Unrealized holding loss on trading securities 628 456
Loss (gain) on sale of other real estate 11 (11)
Net gain on sale of loans (6,135) (5,088)
Amortization of intangible assets 169 169
Equity in earnings of investee (92) --
Deferred income tax benefit (26) (16)
Proceeds from sale of loans held for sale 267,658 318,554
Net increase in loans held for sale (270,287) (296,336)
Changes in assets and liabilities:
Increase in interest receivable (345) (88)
Increase in other assets (453) (228)
Decrease in interest payable (109) (848)
Increase (decrease) in other liabilities 9,088 (1,392)
--------- ---------
Net cash provided by operating activities 2,400 17,051
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment securities available for sale:
Proceeds from maturity 3,072 6,163
Proceeds from sale -- 5,016
Purchases (4,109) (6,152)
Investment securities held to maturity:
Proceeds from maturity 610 2,487
Purchases (499) (1,483)
Other investments:
Proceeds from sale 711 5,450
Purchases (1,545) (3,938)
Net cash paid for purchase of CB Financial Corp.
common stock -- (216)
Loans:
Proceeds from sale 7,987 19,901
Net increase in loans (40,768) (62,300)
Purchases of premises and equipment (636) (403)
Proceeds from sale of other real estate 244 --
Dividends received from other investment 28 42
--------- ---------
Net cash used in investing activities (34,905) (35,433)
--------- ---------
</TABLE>
<PAGE> 6
HABERSHAM BANCORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
(Unaudited) For the Six-Month Periods Ended June 30, 2000 and 1999
(dollars in thousands)
<TABLE>
<CAPTION>
CASH FLOWS FROM FINANCING ACTIVITIES: 2000 1999
<S> <C> <C>
Net increase in deposits 10,287 12,886
Net increase in short-term borrowings -- 12,483
Net decrease in federal funds purchased and
securities sold under repurchase agreements (180) --
Proceeds from (repayment of) Federal Home
Loan Bank advances, net 17,129 (6,641)
Cash dividends paid (325) (257)
Issuance of common stock -- 376
--------- ---------
Net cash provided by financing activities 26,911 18,847
--------- ---------
(Decrease) increase in cash and cash equivalents (5,594) 465
CASH AND CASH EQUIVALENTS: BEGINNING OF PERIOD 14,517 14,099
--------- ---------
CASH AND CASH EQUIVALENTS: END OF PERIOD $ 8,923 $ 14,564
========= =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 11,118 $ 8,296
Income taxes 701 --
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING ACTIVITIES:
Stock issued for purchase of CB Financial Corp.
common stock $ -- $ 2,848
Other real estate acquired through loan foreclosures 76 354
Loans granted to facilitate the sale
of other real estate 294 --
Unrealized gain (loss) on investment securities
available for sale, net of tax effect 88 (658)
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE> 7
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 six months ended June 30, 2000 and 1999 was $1,357,000 and $94,000,
respectively and for the three months ended June 30, 2000 and 1999 was $651,000
and $28,000, 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",
<PAGE> 8
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. Management has not evaluated the impact on the Company's operations.
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.
As of and for the three months ended June 30, 2000
<TABLE>
<CAPTION>
Mortgage
Banking Banking Eliminations Other Eliminations Consolidated
<S> <C> <C> <C> <C> <C> <C>
Interest income $ 9,396 $ 1,048 $ (235) $ 15 $ -- $ 10,224
Interest expense 5,412 675 (235) 39 -- 5,891
Provision for loan losses 220 -- -- -- -- 220
Gain on sale of loans 34 3,488 -- -- -- 3,522
Other noninterest income 646 820 (396) 22 (341) 751
Depreciation on premises &
equipment 195 122 -- 20 -- 337
Other noninterest expense 2,837 4,390 (369) 640 (341) 7,157
Income tax expense (benefit) 446 86 (9) (221) -- 302
Net income (loss) 852 196 (18) (440) -- 590
Total assets $454,713 $61,600 $(21,659) $ 4,805 $(236) $499,223
<CAPTION>
As of and for the three months ended June 30, 1999
Mortgage
Banking Banking Eliminations Other Eliminations Consolidated
<S> <C> <C> <C> <C> <C> <C>
Interest income $ 6,748 $ 1,059 $ (215) $ 17 $ -- $ 7,609
Interest expense 3,312 660 (215) 45 -- 3,802
Provision for loan losses 46 175 -- -- -- 221
Gain on sale of loans 66 2,396 -- -- -- 2,462
Other noninterest income 650 1,127 (569) 660 (311) 1,557
Depreciation on premises &
equipment 220 121 -- 18 -- 359
Other noninterest expense 2,728 3,778 (401) 762 (311) 6,556
Income tax expense (benefit) 247 9 (59) (55) -- 142
Net income (loss) 735 13 (119) (81) -- 548
Total assets $364,140 $56,377 $(22,916) $ 6,634 $(617) $403,618
</TABLE>
<PAGE> 9
As of and for the six months ended June 30, 2000
<TABLE>
<CAPTION>
Mortgage
Banking Banking Eliminations Other Eliminations Consolidated
<S> <C> <C> <C> <C> <C> <C>
Interest income $ 18,126 $ 1,924 $ (444) $ 29 $ -- $ 19,635
Interest expense 10,174 1,201 (444) 78 -- 11,009
Provision for loan losses 340 -- -- -- -- 340
Gain on sale of loans 52 6,083 -- -- -- 6,135
Other noninterest income 1,267 1,712 (790) 367 (683) 1,873
Depreciation on premises &
equipment 391 253 -- 40 -- 684
Other noninterest expense 5,561 8,500 (750) 1,197 (683) 13,825
Income tax expense (benefit) 870 (54) (14) (286) -- 516
Net income (loss) 1,848 80 (26) (633) -- 1,269
Total assets $454,713 $ 61,600 $(21,659) $ 4,805 $ (236) $499,223
</TABLE>
As of and for the six months ended June 30, 1999
<TABLE>
<CAPTION>
Mortgage
Banking Banking Eliminations Other Eliminations Consolidated
<S> <C> <C> <C> <C> <C> <C>
Interest income $ 13,088 $ 2,039 $ (416) $ 54 $ -- $ 14,765
Interest expense 6,496 1,274 (416) 94 -- 7,448
Provision for loan losses 155 297 -- -- -- 452
Gain on sale of loans 236 4,852 -- -- -- 5,088
Other noninterest income 1,167 2,212 (1,028) 855 (639) 2,567
Depreciation on premises &
equipment 441 215 -- 35 -- 691
Other noninterest expense 5,458 7,344 (939) 1,659 (639) 12,883
Income tax expense (benefit) 419 53 (32) (246) -- 194
Net income (loss) 1,345 95 (63) (625) -- 752
Total assets $364,140 $ 56,377 $(22,916) $ 6,634 $ (617) $403,618
</TABLE>
<PAGE> 10
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
<PAGE> 11
or non-payment of dividends, capital structure and other financial items; (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 $37 million during
the first six months of 2000 as a result of an increase in real estate secured
loans and commercial lending activity in the loan portfolio of Habersham Bank of
approximately $33 million, increases in mortgage loans held for sale of
approximately $9 million offset by decreases in cash and cash equivalents of
approximately $6 million. The increase was funded primarily by increases in
borrowings primarily from Federal Home Loan Bank of approximately $17 million
and increases in the deposit portfolio at Habersham Bank of approximately $10
million.
<PAGE> 12
Nonperforming assets consist of nonaccrual loans, accruing loans 90
days past due, restructured loans and other real estate owned. Nonperforming
assets decreased $60,981 or 1.538% from December 31, 1999 to June 30, 2000. The
decrease for 2000 was primarily due to sales of other real estate owned of
$549,000 and a reduction of nonaccrual and restructured loans of $203,000 and
$35,000, respectively, offset by increases in 90 days past due loans and other
real estate of $771,000 and $77,000, respectively.
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 $220,000 was charged to expense for the quarter ended June 30, 2000. Net
charge-offs for the second quarter ended June 30, 2000 totaled $292,000. At June
30, 2000 and December 31, 1999, the ratio of allowance for loan losses to total
loans was .88% 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 $1,000,934 and $1,203,471 as of June
30, 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 and six-month periods ended June 30, 2000 and 1999 was not material.
The Company's other real estate totaled $1,198,786 and $1,671,084 as of
June 30, 2000 and December 31, 1999, respectively. The decrease was due to the
sale of three residential properties for approximately $549,000 offset by the
foreclosure of a single residential property totaling $77,000.
<PAGE> 13
Material Changes in Results of Operations
Total interest income for the second quarter of 2000 increased
$2,615,000 or 34.37%, when compared to the second quarter of 1999. Total
interest income for the first six months of 2000 increased $4,870,000 or 32.98%,
when compared to the first six months of 1999. Interest income from loans for
the second quarter of 2000 and for the first six months of 2000 increased
$2,561,000 or 38.15% and $4,899,000 or 38.11%, respectively, when compared to
the second quarter of 1999 and the first six months of 1999. These increases
were primarily due to increases in the loan portfolio of Habersham Bank and
increasing yields on loans. Total average loans increased approximately
$89,317,000 or 31.21% during the first six months of 2000 when compared to the
first six months of 1999. Average yields on loans increased by .46% to 9.46% for
the first six months of 2000 compared to average yields on loans of 9.00% for
the first six months of 1999.
Interest income from investment securities increased $43,000 or 5.76%
for the second quarter of 2000 when compared to the second quarter of 1999.
Interest income from investment securities decreased $5,000 or .32% for the
first six months of 2000 when compared to the first six months of 1999. The
decrease in interest income from investments was primarily due to decreases in
the average investment portfolio of Habersham Bank for the first six months of
2000 of approximately $6 million, when compared to the first six months of 1999.
Average yields on investment securities increased by .58% to 5.81% for the first
six months of 2000 compared to 5.23% for the first six months of 1999.
Total interest expense for the second quarter of 2000 increased
$2,089,000 or 54.94%, when compared to the second quarter of 1999. Total
interest expense for the first six months of 2000 increased $3,561,000 or
47.81%, when compared to the first six months of 1999.
Interest expense on deposits for the second quarter increased
$1,147,000 or 39.62%, when compared to the second quarter of 1999. Interest
expense on deposits for the first six months of 2000 increased $1,918,000 or
32.61%, when compared to the first six months of 1999. This increase was due to
increases in the deposit portfolio and an increasing interest rate environment
for the second quarter and the first six months of 2000. Total average interest
bearing certificate of deposits increased approximately $47,587,000 offset by
decreases in Money Market and savings accounts of approximately $4,754,000 and
$516,000, respectively, during the first six months of 2000, when compared to
the first six months of 1999. Average rates on total interest bearing deposits
increased by .67% to 5.30% during the first six months of 2000 compared to 4.73%
for the first six months of 1999. Average rates for NOW and other deposit
accounts and certificates of deposit increased to 2.80% and 5.99%, respectively,
during the first six months of 2000 compared to 2.62% and 5.41%, respectively,
during the first six months of 1999.
<PAGE> 14
Interest expense on short-term and other borrowings for the second
quarter of 2000 increased $942,000 or 103.86%, when compared to the second of
quarter of 1999. Interest expense on short-term and other borrowings for the
first six months of 2000 increased $1,643,000 or 104.85%, when compared to the
first six months of 1999. The increase is primarily due to an increase in
average borrowings of approximately $43,498,000 or 76.34%, compared to the first
six months of 1999. Average rates on borrowings increased by .89% to 6.39% for
the first six months of 2000 compared to 5.50% for the first six months of 1999.
Net interest income increased approximately $526,000 or 13.82%, for the
second quarter of 2000 when compared to the second quarter of 1999 and increased
$1,309,000 or 17.89% for the first six months of 2000 when compared to the first
six months of 1999, as a result of the items discussed above.
The net interest margin of the Company, net interest income divided by
average earning assets, was 3.87% for the first six months of 2000 compared to
4.12% for the first six months 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 $254,000 or 6.32% for the second quarter
of 2000 over the same period in 1999. Noninterest income increased $353,000 or
4.61% for the first six months of 2000 over the same period in 1999. The
increase in noninterest income for the second quarter and the first six months
was primarily due to increases in gain on sale of loans offset by decreases in
loan fee income, a decrease in travel service income resulting from the closing
of Appalachian, as well as, an increase in the unrealized loss on trading
securities recognized by the Company during the second quarter.
Other income increased $155,000 or 55.36% for the second quarter of
2000 over the same period in 1999. This increase resulted primarily from
increases in the activity of BancMortgage Reinsurance LTD, The Advantage Group,
Inc., Advantage Insurers, and equity in earnings of CB Financial Corp. of
approximately $20,000, $54,000, $14,000, and $47,000, respectively. Other income
increased $308,000 or 56.00% for the first six months of 2000 over the same
period in 1999. This increase resulted primarily from increases in the activity
of BancMortgage Reinsurance LTD, The Advantage Group, Inc., Advantage Insurers,
and equity in earnings of CB Financial Corp. of approximately $119,000,
$110,000, $5,000, and $92,000, respectively, offset by decreases of
approximately $15,000 in other various income categories at Habersham Bank and
BancMortgage.
Noninterest expenses increased $579,000 or 8.37% for the second quarter
of 2000 over the same period in 1999. Noninterest expenses increased $935,000 or
6.89% for the first six months of 2000 over the same period in 1999. The
increase in noninterest expense for the second quarter and for the first six
months of 2000 was primarily due to increased salary and employee benefits,
occupancy expenses, and computer service expenses offset by decreases in travel
service expenses resulting from the closing of Appalachian. 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.
<PAGE> 15
General and administrative expenses for the second quarter of 2000
increased $229,000 or 17.86%, when compared to the second quarter of 1999. For
the second quarter of 2000, increases in other operating expenses, advertising
and public relations, and office supplies of approximately $190,000, $95,000,
and $35,000, respectively, were offset by reductions in outside service expense
and other real estate expense of $50,000 and $41,000, respectively. General and
administrative expenses for the first six months of 2000 increased approximately
$492,000 or 19.51%, when compared to the first six months of 1999. For the first
six months of 2000, increases in other operating expenses, outside service
expenses, and office supplies of approximately $506,000, $59,000, and $31,000,
respectively, were offset by reductions in advertising and public relations of
approximately $67,000 and reductions in other real estate expense of
approximately $38,000. These increases were primarily due to additional expenses
relating to the expanded operations of BancFinancial Services, the Fidelity
Group, and The Advantage Group, Inc.
Income tax expense for the three months ended June 30, 2000 and 1999
was $302,000 and $142,000, respectively. Income tax expense for the first six
months ended June 30, 2000 and 1999 was $516,000 and $194,000, respectively. The
effective tax rate for the six months ended June 30, 2000 and 1999 was 28.91%
and 20.51%, respectively. The increase in the effective tax rate for the six
months ended June 30, 2000 is due to a decrease in tax-exempt income.
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.
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 June 30, 2000 and 1999 were 18.57% and
21.34%, respectively. Efforts are underway to bring the liquidity ratio at June
30, 2000 up to the minimum by concentrating upon local deposit growth.
<PAGE> 16
At June 30, 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 June 30, 2000 follow:
<TABLE>
<CAPTION>
Habersham Habersham
Bank Bancorp
<S> <C> <C>
Tier 1 8.26% 9.36%
Total Capital 9.13% 10.21%
Leverage 6.31% 7.25%
</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 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.
<PAGE> 17
The interest rate sensitivity analysis, calculated as of June 30, 2000,
below has a three month negative gap of approximately $55 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:
Investment securities $ 452 $ 710 $ 919 $ 13,366 $ 38,634 $ 54,081
Loans 151,839 24,984 36,369 127,472 66,243 406,907
---------- ---------- ---------- ---------- ---------- ----------
Total interest earning assets 152,291 25,694 37,288 140,838 104,877 460,988
INTEREST BEARING LIABILITIES:
Deposits
Money Market and NOW 55,987 -- -- -- -- 55,987
Savings 7,685 -- -- -- -- 7,685
Certificates of deposit 47,942 61,094 62,845 64,642 -- 236,523
Borrowings 96,132 -- -- 10,000 10,000 116,132
---------- ---------- ---------- ---------- ---------- ----------
Total interest bearing
liabilities 207,746 61,094 62,845 74,642 10,000 416,327
Excess(deficiency) of interest earning
assets over(to) interest bearing
liabilities $ (55,455) $ (35,400) $ (25,557) $ 66,196 $ 94,877 $ 44,661
========== ========== ========== ========== ========== ==========
Cumulative gap $ (55,455) $ (90,855) $ (116,412) $ (50,216) $ 44,661
Ratio of cumulative gap to total
cumulative interest earning assets (36.41)% (51.05)% (54.08)% (14.10)% 9.69%
Ratio of cumulative interest earning assets
to cumulative interest bearing
liabilities 73.31% 66.20% 64.90% 87.64% 110.73%
</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 June 30, 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> 18
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.
(a) The regular annual meeting of the shareholders of the Company
was held on April 15, 2000.
(b) The business conducted at the meeting included the election of
the Board of Directors. The Directors elected at the meeting
were: Edward D. Ariail, Thomas A. Arrendale, Jr., Thomas A.
Arrendale, III., James J. Holcomb, Michael C. Martin, James E.
McCollum, James A. Stapleton, Jr., David D. Stovall, and
Calvin R. Wilbanks.
At the registrant's Annual Meeting of Shareholders on April 15, 2000, the
shareholders elected directors to serve for a term of one year or until their
successors are duly qualified and elected. The following table sets forth the
number of votes cast and withheld with respect to each nominated director.
Abstentions and broker non-votes are also listed for each nominee.
<TABLE>
<CAPTION>
Name Votes For Votes Withheld Abstention & Non-Votes
<S> <C> <C> <C>
Edward D. Ariail 2,019,705 0 2,330
Thomas A. Arrendale, Jr. 2,019,705 0 2,330
Thomas A. Arrendale, III 2,019,705 0 2,330
David D. Stovall 2,019,705 0 2,330
James J. Holcomb 2,019,705 0 2,330
Michael C. Martin 2,019,705 0 2,330
James E. McCollum 2,019,705 0 2,330
James A. Stapleton, Jr. 2,019,705 0 2,330
Calvin R. Wilbanks 2,019,705 0 2,330
</TABLE>
(c) Proposal 2: Amendment to the 1996 Incentive Stock Option Plan
(d) Proposal 3: Amendment to Articles of Incorporation
The following table sets forth the number of votes cast for and against Proposal
#2 and Proposal #3. Abstentions and broker non-votes are also listed for each.
<TABLE>
<CAPTION>
Votes For Votes Against Abstention & Non-Votes
<S> <C> <C> <C>
Proposal #2 1,686,275 94,815 7,308
Proposal #3 1,926,927 91,820 1,000
</TABLE>
Item 5. Other information.
None
<PAGE> 19
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. (2)
3.2 By-laws of Habersham Bancorp, as amended as of November 20, 1989
(3) and as of March 16, 1991. (4)
10.1* Habersham Bancorp Savings Investment Plan, as amended and
restated March 17, 1990, and the related Trust Agreements, as
amended March 17, 1990. (3)
10.2* Habersham Bancorp Incentive Stock Option Plan, as amended
February 26, 1994. (5)
10.3* Habersham Bancorp Outside Directors Stock Option Plan. (6)
10.4* Habersham Bancorp 1996 Incentive Stock Option Plan (7), as amended by the
First Amendment thereto dated January 29, 2000. (8)
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. (9)
10.6 Option Agreement dated as of March 11, 1998 by and among Habersham Bancorp and
certain shareholders of Empire Bank Corp. (10)
11.1 Computation of Earnings Per Share.
27.0 Financial Data Schedule (for SEC use only).
</TABLE>
(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 3.1(a) in the Registrant's
Quarterly Report on Form 10-Q for the quarter ended March 31, 2000 (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, 1989
(File No. 0-13153).
(4) 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).
(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, 1993
(File No. 0-13153).
<PAGE> 20
(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, 1994
(File No. 0-13153).
(7) 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).
(8) 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).
(9) 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).
(10) 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> 21
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 August 14, 2000 s/s David D. Stovall
--------------------
President and
Chief Financial Officer
(for the Registrant and as the
Registrant's principal financial and
accounting officer)
