FORM 10-QSB
U. S. Securities and Exchange Commission
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended June 30, 1995
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1943.
For the transition period from___________ to _________
Commission file number 0-16657
FIRST GEORGIA HOLDING, INC.
Georgia 58-1781773
(State or other jurisdiction (I.R.S. Employer
or incorporation or organization) Identification
Number)
1703 Gloucester Street
Brunswick, Georgia 31521
(912) 267-7283
(Issuer's telephone number)
Check whether the issuer (1) has filed all reports required to
be filed by section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 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
---- -----
Number of shares of Common Stock outstanding as of June 30, 1995.
1,326,641
<PAGE>
PART I
FINANCIAL INFORMATION
The consolidated financial statements of First Georgia
Holding, Inc. filed as a part of this report are as follows:
PAGE
Consolidated Balance Sheets as of
June 30, 1995 and September 30, 1994 3
Consolidated Income Statements for the
Three Months Ended June 30, 1995 & 1994 and
Nine Months Ended June 30, 1995 & 1994 4
Consolidated Cash Flow Statements for
the Nine Months ended June 30, 1995 & 1994 5
Notes to Consolidated Financial Statements 6
Management's Discussion and Analysis of
Consolidated Statements of Financial
Condition and Results of Operations 7
PART II
OTHER INFORMATION
Item 4: Submission of Matters to a
Vote of Security Holders 11
<PAGE>
<TABLE>
FIRST GEORGIA HOLDING COMPANY
CONSOLIDATED BALANCE SHEETS
(Amounts in Thousands)
<CAPTION>
06/30/95 9/30/94
--------- --------
<S> <C> <C>
Assets:
Cash $ 1,828 3,321
Interest bearing deposits in other banks 7,181 717
Investment securities to be held to maturity 8,787 7,511
Loans receivable, net 116,100 113,579
Real estate acquired in settlement of loans 782 240
Federal Home Loan Bank stock, at cost 1,576 1,576
Premises and equipment, net 3,728 3,796
Accrued interest receivable 806 751
Intangible assets, net 1,573 1,681
Other assets 1,085 699
------- -------
$ 143,446 133,870
======= =======
Liabilities and Stockholders' Equity
Liabilities:
Deposits $ 115,348 103,407
Federal Home Loan Bank advances 14,448 16,748
Advance payments by borrowers for property 0 0
taxes and insurance 87 82
Other borrowed money 192 1,240
Accrued expenses and other liabilities 2,590 2,465
------- -------
132,665 123,943
Stockholders' Equity ------- -------
Common stock, $1.00 par value.
Authorized 15,000,000 shares; issued and
and outstanding 1,326,641 shares 1,327 1,327
Additional paid-in capital 5,786 5,786
Retained earnings 3,668 2,815
------ ------
10,781 9,927
------- -------
$ 143,446 133,870
======= =======
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
FIRST GEORGIA HOLDING COMPANY
CONSOLIDATED INCOME STATEMENTS
(Amounts in Thousands, except per share data)
<CAPTION>
Three Months Ended Nine Months Ended
06/30/95 06/30/94 06/30/95 06/30/94
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Interest Income:
Loans $ 2,735 2,413 8,069 7,224
Mortgage-backed securities 9 8 28 29
Investment securities 117 75 325 222
Other 97 46 144 114
----- ----- ----- -----
Total interest income 2,958 2,542 8,566 7,589
----- ----- ----- -----
Interest Expense:
Deposits 1,410 1,119 3,836 3,391
Advances and other borrowings 265 265 825 800
----- ----- ------ -----
Total interest expense 1,675 1,385 4,661 4,190
----- ----- ----- -----
Net interest income 1,282 1,158 3,905 3,399
Provision for Loan Losses 16 0 76 39
----- ----- ----- -----
Net interest income after
provision for loan losses 1,267 1,158 3,829 3,360
----- ----- ----- -----
Other Income:
Loan fees 107 86 301 293
Deposit service charges 144 180 453 499
(Loss) gain on sale of
foreclosed property 1 (18) (3) (39)
Other operating income 31 35 73 83
----- ----- ----- -----
Total other income 282 283 824 836
----- ----- ----- -----
Other Expenses:
Salaries and employee benefits 481 496 1,415 1,478
Net occupancy expense 223 223 693 672
Data processing 4 4 14 13
Amortization of intangibles 36 36 107 107
Other operating expenses 332 291 913 922
----- ----- ----- -----
Total other expenses 1,075 1,050 3,143 3,191
----- ----- ----- -----
Income before income taxes 473 390 1,510 1,005
Income taxes 179 150 577 387
----- ----- ----- -----
Net Income $ 294 240 933 618
===== ===== ===== =====
Income per share of
common stock $ 0.21 0.18 0.68 0.47
===== ===== ===== =====
Weighted average number of
shares outstanding 1,327 1,324 1,326 1,319
<FN>
See accompanying notes to consolidated financial statements
</TABLE>
<PAGE>
<TABLE>
FIRST GEORGIA HOLDING COMPANY
CONSOLIDATED CASH FLOW STATEMENTS
(Amounts in Thousands)
<CAPTION>
NINE MONTHS ENDED JUNE 30,
1995 1994
------------- ------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 933 618
Adjustments to reconcile net income 0 0
to net cash provided by operations: 0 0
Provision for loan losses 76 39
Depreciation and amortization 386 415
Increase (Decrease) in income taxes
payable 136 (438)
Increase in interest receivable 74 (81)
Increase in interest payable 159 (128)
Increase (decrease) in other assets 386 245
Increase in accrued expenses
and other liab 56 1,276
(Gain)/loss on sale of assets (3) (39)
----- -----
Net Cash Provided By Operating Activities 2,203 1,907
----- -----
INVESTING ACTIVITIES:
Purchase of investment securities 2,544 0
Principal collected on loan securities 226 177
Loans originated 59,506 34,209
Purchase of premises and equipment 56 36
Proceeds from sale of real estate 185 203
Purchase of FHLB stock 0 39
Proceeds from sale of MBS's 0 0
Proceeds from maturity of investments 0 0
------ ------
Net Cash Used By Investing Activities 62,516 34,664
------ ------
FINANCING ACTIVITIES:
Net change in deposit accounts 11,941 171
Proceeds from FHLB advances 3,500 0
Repayment of FHLB advances 4,500 500
Net change in borrowings (3,348) (60)
Cash Dividends paid 0 0
Change in escrow 705 (35)
------ ------
New Cash Provided by Financing Activities 17,298 576
------ ------
Increase In Cash And Cash Equivalents (1,493) 190
Cash and Cash equivalents at beginning
of year 3,321 894
------ -----
Cash and cash equivalents at end of quarter $ 1,828 1,083
====== =====
<FN>
See accompanying notes to consolidated financial statements
</TABLE>
<PAGE>
FIRST GEORGIA HOLDING, INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) BASIS OF PRESENTATION
In the opinion of management, the accompanying
unaudited consolidated financial statements contain all
adjustments necessary to present fairly the financial position
of First Georgia Holding, Inc. as of June 30, 1995 and
September 30, 1994. Also included are the results of its
operations for the three months ended June 30, 1995 and
1994 and changes in financial position for the nine months
ended June 30, 1995 and 1994. The results of operations for
the interim periods presented are not necessarily indicative
of the results to be expected for the full year.
For further information, refer to the consolidated
financial statements and footnotes thereto included in the
Bank's Annual Report to Shareholders, incorporated by
reference into the Company's Form 10-KSB for the year
ended September 30, 1994.
(2) EARNINGS PER SHARE
Earnings per common share were computed using the
weighted average number of shares outstanding during the
period as shown on the face of the Consolidated Income
Statements.
<PAGE>
FIRST GEORGIA HOLDING, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY
First Georgia Bank (the Bank) has traditionally
maintained levels of liquidity above levels required by
regulatory authorities. As a member of the Federal Home
Loan Bank System, the Bank is required to maintain a daily
average balance of cash and eligible liquidity investments
equal to a monthly average of 5% of withdrawable savings
and short-term borrowings. The Bank's liquidity level was
15.20% and 7.34% at June 30, 1995 and September 30,
1994, respectively.
The Bank's operational needs, demand for loan
disbursements, and savings withdrawals can be met by loan
principal, interest payments received, new deposits, and
excess liquid assets. Significant loan demand, deposit
withdrawal, increased delinquencies, and increased real
estate acquired in settlement of loans (REO) could alter this
condition. Management does not foresee any liquidity
problems for 1995.
CAPITAL RESPURCES
The following is a reconciliation at December 31 of the
Bank's equity capital under generally accepted accounting
principles to regulatory capital.
First Georgia Bank
Stockholder's Equity 10,961,000
Less:
Intangible Assets 1,573,000
----------
Tangible Capital 9,388,000
Plus:
Qualifying intangible assets 1,573,000
----------
Core Capital 10,961,000
Plus:
Supplemental Capital 928,000
----------
11,889,000
==========
Current regulations require institutions to keep
minimum regulatory tangible capital equal to 1.5% of
adjusted assets, minimum core capital to adjusted assets of
4% (the leverage ratio), and risk-based capital to risk-adjusted
assets of 8%. The Office of Thrift Supervision (the OTS) may
increase the minimum core capital, or leverage ratio, based
on its assessment of the institution's risk management
systems and the level of total risk in the individual
institution. At June 30, 1995 the Bank met all three capital
requirements.
The Bank's regulatory capital and the required
minimum amounts, at June 30, 1995 are summarized as
follows:
<PAGE>
REQUIRED
BANK CAPITAL MINIMUM AMOUNT
% $ % $
----- --------- ----- ---------
Tangible Capital: 6.62% 9,388,000 1.50% 2,152,000
Core Capital: 7.64% 10,961,000 3.00% 4,303,000
Risk-based: 10.56% 11,889,000 8.00% 9,050,000
EXCESS OVER REQUIRED MINIMUM AMOUNT
% $
------ ---------
Tangible Capital: 5.12% 7,236,000
Core Capital: 4.64% 6,658,000
Risk-based: 2.56% 2,839,000
The Federal Deposit Insurance Corporation Improvement Act
(FDICIA) required the Federal banking agencies to take
"prompt corrective action" in respect to institutions that do
not meet minimum capital requirements. Along with the
ratios described above, FDICIA also introduced an additional
capital measurement, the Tier 1 risk-based capital ratio. The
Tier 1 ratio is the ratio of Tier 1 or core capital to total risk-
adjusted assets. FDICIA establishes five capital tiers: "well
capitalized," "adequately capitalized," "undercapitalized,"
"significantly undercapitalized," and "critically
undercapitalized." The regulators summarize their minimum
requirements for the five capital tiers established by the
FDICIA as follows:
Tier 1 Risk-based Risk-based Leverage
Capital Ratio Capital Ratio Ratio
---------------- ------------- ----------
Well capitalized 10% or above 6% or above 5% or above
Adequately
capitalized 8% or above 4% or above 4% or above
Undercapitalized Less than 8% Less than 4% Less than 3%
Significantly
undercapitalized Less than 8% Less than 4% Less than 3%
Critically
undercapitalized ------------- ------------- 2% or less
An unsatisfactory examination rating may cause an
institution's capitalization category to be lower than
suggested by its actual capital position.
At June 30, 1995, the Bank's Tier 1 risk-based capital
ratio was 9.69%. If a depository institution should fail to
meet its regulatory capital requirements, regulatory agencies
can require submission and funding of a capital restoration
plan by the institution, place limits on its activities, require
the raising of additional capital and, ultimately, require the
appointments of a conservator or receiver for the institution.
The Bank's capital position changed during the
quarter ended June 30, 1995. Total capital as well as
tangible capital, core capital, and risk-based capital
continued to increase during the quarter. The mix of risk-
based assets and additional earnings are the primary factors
for this increase.
<PAGE>
RESULTS OF OPERATIONS
INTEREST INCOME
Interest income on loans increased $322,265 or
13.36% for the quarter ended June 30, 1995, compared for
the same quarter ended June 30, 1994. The nine month
period ended June 30, 1995 showed an increase of $844,486,
or 11.69% over the same period in 1994. This increase is
largely due to a substantial increase in loan volume. Average
loan volume at June 30, 1995 was $116,905,761 compared
to $111,395,836 from a year ago, an increase of $5,509,925
(4.95%). The average rate on loans increased from 8.68% last
year to 9.38% at June 30, 1995. Competition for loans
remains strong as loan demand decreased somewhat.
However, the Bank continues to be selective in the loans that
it makes. Management expects loan demand to rebound
because of lower interest rates.
Other interest income increased $51,127 or 111.12%
for the quarter and $29, 539 or 25.85% for the nine month
period ended June 30, 1995 as compared to the same time
last year. An increase in cash held by the bank in interest-
bearing accounts is the reason for this substantial increase.
Total interest income increased 16.33%, or $415,181 for the
quarter and $976,770 or 12.87% for the six month ended
June 30, 1995 over the same period in 1994.
INTEREST EXPENSE
Interest on deposits increased $290,582 or 25.96% for
the three month period and $445,275 or 13.13% for the nine
month period ended June 30, 1995 as compared with the
same periods ending June 30, 1994. The main reason for
this increase is the growth in average deposits of $8,441,719
from June 30, 1994 to June 30, 1995. An increase in the
cost of acquiring funds also contributed to this increase.
Total interest expense increased $290,576, or 20.98% for the
quarter ended June 30, 1995 over the quarter ended June
30, 1994 and $470,727 or 11.23% for the nine month
period.
NET INTEREST INCOME
Net Interest income increased $124605 or 10.77% for
the quarter and $506,043 or 14.889% for the nine month
period ended June 30, 1995 over June 30, 1994. This
increase again is the result of higher loan balances. The
increase was offset somewhat by an increase in average
deposits and deposit rates.
PROVISION FOR LOAN LOSSES
Management's evaluation of the risk elements in the
loan portfolio is the basis for the provision for loan losses.
The elements include possible declines in the value of
collateral due to changing economic conditions and
depreciation over time, size and composition of the loan
portfolio, and current economic conditions that might affect
a borrower's ability to pay. Review of specific problem loans,
regulatory examinations, historical charge-off experience,
and levels of nonperforming and past due loans are other
elements considered. Management reviews these factors
frequently and determines if the level of loan loss allowances
is adequate. The provision for loan losses expense increased
$15,612 for the quarter ended June 30, 1995 and $37,184
for the nine months ended June 30, 1995, as compared with
the corresponding periods ending June 30, 1994. Net
Interest Income after Provision for Loan Losses for the
quarter ended June 30, 1995 increased $108,993, or 9.42%
over the quarter ended June 30, 1994. For the nine month
period, net interest income after provision for loan losses
increased 13.96%, or $468,859 over the same period ended
June 30, 1994.
<PAGE>
OTHER INCOME
Other Income for the quarter dropped $344, a 0.12%
difference from the same quarter the previous year, and
dropped $11,969 or 1.43% for the respective nine month
periods. Deposit services charges decreased $36,218
(20.15%) for the quarter ended June 30, 1995 and $46,213
(9.26%) for the nine months ended June 30, 1995 over the
same periods in 1994. This substantial decrease was off set
by an increase in Loan fees. Loan Fees increased $20,864, or
24.18% for the quarter and $8,245 or 2.81% for the year to
date.
Gains on the sale of foreclosed real estate increased
$18,964, or 104.39% for the quarter ended June 30, 1995
and $35,603 or 91.41% for the nine month period ended
June 30, 1995 as compared to the respective periods in
1994. This increase is attributable to higher quality loans
and increased efforts to sell off foreclosed property and put
the proceeds back into income producing instruments.
OTHER EXPENSE
Other expenses increased $24,960 (2.38%) for the
quarter ended June 30, 1995 as compared to June 30, 1994.
This increase is the result of increases in other operating
expenses in several small areas. For the nine month period
ending June 30, 1995, however, other expenses dropped
$48,534, or 1.52% from June 30, 1994. Management's
continued focus on expense control continues to show
improved results. Net income for the quarter ended June
30,1995 increased $54,280 or 22.64% over quarter ended
June 30, 1994. The nine month period ending June 30,
1995 showed a $315,389, or 51.05% increase over the nine
month period ending June 30, 1994.
FINANCIAL CONDITION
ASSETS
Loan volume increased $2,521,703 or 2.22% for the
nine month period from September 30, 1994 to June 30,
1995. Even with strong competition in a tight loan market,
loans showed strong growth. Interest bearing deposits in
other banks increased $6,463,826 or nine times the balance
on September 30, 1994. The Bank has used some excess
cash to buy investment securities, resulting in a $1,276,489
(17%) growth in income-producing instruments.
LIABILITIES
Deposits increased in the nine month period
$11,940,737 or 11.55%. The Bank was able to repay
$1,000,000 in Federal Home Loan Bank advances this
quarter, decreasing the borrowings by $2,300,000 for the
nine month period ending June 30, 1995. The Company also
paid $48,000 on the principle of an outstanding line of
credit. These paydowns of borrowings help offset the
increase in interest expense due to increased deposits.
<PAGE>
PART II
ITEM 6. Exhibits and Reports on Form 8-K.
No reports were filed on form 8-K.
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act,
the registrant caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
DATE: 07/31/95 BY: G. FRED COOLIDGE III
G. Fred Coolidge III
Senior Vice President
Chief Financial Officer
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 9
<CIK> 0000826491
<NAME> FIRST GEORGIA HOLDING
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 9-MOS
<FISCAL-YEAR-END> SEP-30-1995 SEP-30-1995
<PERIOD-END> JUN-30-1995 JUN-30-1995
<CASH> 1,828 1,828
<INT-BEARING-DEPOSITS> 7,181 7,181
<FED-FUNDS-SOLD> 0 0
<TRADING-ASSETS> 0 0
<INVESTMENTS-HELD-FOR-SALE> 0 0
<INVESTMENTS-CARRYING> 8,787 8,787
<INVESTMENTS-MARKET> 0 0
<LOANS> 116,100 116,100
<ALLOWANCE> 928 928
<TOTAL-ASSETS> 143,446 143,446
<DEPOSITS> 115,348 115,348
<SHORT-TERM> 0 0
<LIABILITIES-OTHER> 2,590 2,590
<LONG-TERM> 14,448 14,448
<COMMON> 1,327 1,327
0 0
0 0
<OTHER-SE> 9,454 9,454
<TOTAL-LIABILITIES-AND-EQUITY> 143,446 143,446
<INTEREST-LOAN> 2,735 8,069
<INTEREST-INVEST> 126 353
<INTEREST-OTHER> 97 144
<INTEREST-TOTAL> 2,958 8,566
<INTEREST-DEPOSIT> 1,410 3,836
<INTEREST-EXPENSE> 1,675 4,661
<INTEREST-INCOME-NET> 1,282 3,905
<LOAN-LOSSES> 16 76
<SECURITIES-GAINS> 0 0
<EXPENSE-OTHER> 1,075 3,143
<INCOME-PRETAX> 473 390
<INCOME-PRE-EXTRAORDINARY> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 294 933
<EPS-PRIMARY> 0.22 0.68
<EPS-DILUTED> 0.21 0.68
<YIELD-ACTUAL> 9.53 9.53
<LOANS-NON> 2,290 2,290
<LOANS-PAST> 125 125
<LOANS-TROUBLED> 0 0
<LOANS-PROBLEM> 0 0
<ALLOWANCE-OPEN> 931 984
<CHARGE-OFFS> 45 187
<RECOVERIES> 26 78
<ALLOWANCE-CLOSE> 928 928
<ALLOWANCE-DOMESTIC> 928 928
<ALLOWANCE-FOREIGN> 0 0
<ALLOWANCE-UNALLOCATED> 0 0
</TABLE>
