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 March 31, 1999
[ ] TRANSITIONS 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 or (IRS Employer Identification No.)
or incorporation or organization)
1703 Gloucester Street
Brunswick, Georgia 31520
------------------------
(Issuer's Address)
(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 March 31, 1999.
4,798,972
<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
March 31, 1999 and September 30, 1998. 3
Consolidated Income Statements for the
Three Months Ended March 31, 1999 and 1998
And the Six Months ended March 31, 1999 and 1998. 4
Consolidated Cash Flow Statements for
the Six Months ended March 31, 1999 and 1998. 5
Notes to Consolidated Financial Statements 6
Management's Discussion and Analysis of
Consolidated Statements of Financial
Condition and Results of Operations 6
PART II
Item 6. Exhibits and Reports on Form 8-K 14
2
<PAGE>
FIRST GEORGIA HOLDING, INC.
CONSOLIDATED BALANCE SHEETS (unaudited)
Assets: 03/31/99 09/30/98
---------------------------------
Cash and cash equivalents:
Cash and due from banks $ 5,128,845 4,433,585
Federal funds sold 12,340,000 12,180,000
Interest bearing deposits in other banks 823,217 1,096,581
---------------------------------
Cash and cash eqivalents 18,292,062 17,710,166
Investment securities held to maturity, fair value approximately $15,164,000 at
March 31, 1999 and $11,768,000 at
September 30, 1998. 15,224,207 11,565,230
Loans receivable, net 159,253,752 151,252,636
Real estate owned 515,000 644,084
Federal Home Loan Bank stock, at cost 1,160,300 1,160,300
Premises and equipment, net 4,669,538 4,502,239
Accrued interest receivable 921,677 1,052,830
Intangible assets, net 862,135 917,995
Other assets 862,182 1,657,059
--------------------------------
$ 201,760,853 190,462,539
================================
Liabilities and Stockholders' Equity
Liabilities:
Deposits $ 176,355,222 162,890,105
Federal Home Loan Bank advances 7,600,000 8,600,000
Accrued interest payable 625,214 572,581
Accrued expenses and other liabilities 744,840 2,718,641
--------------------------------
185,325,276 174,781,327
--------------------------------
Stockholders' Equity
Common stock, $1.00 par value. 10,000,000 shares
authorized; 4,798,972 shares issued and outstanding
at March 31, 1999 and September 30, 1998,
respectively 4,798,972 4,798,972
Additional paid-in capital 3,116,021 3,116,021
Retained earnings 8,520,584 7,766,219
--------------------------------
16,435,577 15,681,212
--------------------------------
$ 201,760,853 190,462,539
================================
See accompanying notes to consolidated financial statements.
3
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FIRST GEORGIA HOLDING, INC.
CONSOLIDATED INCOME STATEMENTS (unaudited)
Three Months Ended Six Months Ended
--------------------- ---------------------
03/31/99 03/31/98 03/31/99 03/31/98
---------------------- ---------------------
Interest Income:
Loans $3,555,059 3,474,943 $7,111,124 6,831,706
Interest on Federal funds sold 135,774 7,580 305,519 7,580
Interest on investments 249,310 174,276 471,981 357,103
Other 678 208 1,112 12,774
---------------------- ---------------------
Total interest income 3,940,821 3,657,007 7,889,736 7,209,163
---------------------- ---------------------
Interest Expense:
Deposits 1,888,632 1,666,320 3,821,809 3,325,807
Advances and other borrowings 116,899 226,651 246,938 451,694
---------------------- ---------------------
Total interest expense 2,005,531 1,892,971 4,068,747 3,777,501
---------------------- ---------------------
Net interest income 1,935,290 1,764,036 3,820,989 3,431,662
Provision for Loan Losses - 2,180 56 3,307
----------------------- ---------------------
Net interest income after
provision for loan losses 1,935,290 1,761,856 3,820,933 3,428,355
----------------------- --------------------
Other Income:
Loan servicing fees 180,595 207,968 387,334 395,727
Deposit service charges 311,330 211,802 670,992 446,211
Gain on sale of foreclosed property 426 5,539 16,619 5,539
Other operating income 41,430 5,467 92,861 16,274
----------------------- --------------------
Total other income 533,781 430,776 1,167,806 863,751
----------------------- --------------------
Other Expenses:
Salaries and employee benefits 836,188 729,465 1,638,170 1,401,788
Premises and occupancy costs 317,457 290,252 591,593 575,424
Amortization of intangibles 27,930 27,930 55,860 55,860
Other operating expenses 541,179 386,622 1,048,464 754,521
----------------------- --------------------
Total other expenses 1,722,754 1,434,269 3,334,087 2,787,593
----------------------- --------------------
Income before income taxes 746,317 758,363 1,654,652 1,504,513
Income taxes 261,864 280,908 612,249 562,265
----------------------- --------------------
Net Income $ 484,453 477,455 1,042,403 942,248
======================= ====================
Income per share of common stock
Basic $ 0.10 0.10 $ 0.22 0.20
======================= ====================
Diluted $ 0.10 0.10 $ 0.21 0.19
======================= ====================
See accompanying notes to consolidated financial statements
4
<PAGE>
FIRST GEORGIA HOLDING, INC.
CONSOLIDATED CASH FLOW STATEMENTS (unaudited)
SIX MONTHS ENDED MARCH 31,
1999 1998
-----------------------------------------
OPERATING ACTIVITIES:
Net income $ 1,042,303 942,248
Adjustments to reconcile net income
to net cash provided by operations:
Provision for loan losses 56 3,307
Depreciation and amortization 256,765 216,129
Amortization of intangibles 55,860 55,860
Amortization of deferred loan fees (66,409) (57,071)
(Gain)/Loss on sale of REO (17,119) (5,539)
(Increase) decrease in accrued interest
receivable 131,153 (76,670)
Increase (decrease) in other assets 794,877 (71,267)
Increase (decrease) in accrued expenses
and liabilities (1,921,168) 225,247
------------------------------
Net Cash Provided By Operating Activities 276,318 1,232,244
------------------------------
INVESTING ACTIVITIES:
Principal payments received on
mortgage-backed securities 2,479,300 466,732
Maturities of investment securities - 1,100,000
Purchase of investment securities (6,132,363) (2,328,671)
Loan originations, net of principal
repayments (8,006,094) (14,365,731)
Purchase of premesis and equipment (429,978) (666,503)
Proceeds from the sale of real estate 217,534 300,251
------------------------------
Net Cash Used By Investing Activities (11,871,601) (15,493,922)
------------------------------
FINANCING ACTIVITIES:
Net increase (decrease) in deposits 13,465,117 15,436,093
(Repayments of) proceeds from other borrowings - 190,000
Proceeds from FHLB advances 3,200,000 14,350,000
Repayments of FHLB advances (4,200,000) (15,250,000)
Net proceeds from stock options - 239,663
Cash dividends paid ($0.06 per share) (287,938) (319,936)
------------------------------
Net Cash Provided by Financing Activities 12,177,179 14,645,820
------------------------------
Increase In Cash And Cash Equivalents 581,896 384,142
Cash and cash equivalents at beginning of year 17,710,166 4,509,127
------------------------------
Cash and cash equivalents at end of quarter $ 18,292,062 4,893,269
==============================
See accompanying notes to consolidated financial statements
5
<PAGE>
FIRST GEORGIA HOLDING, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(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 March 31, 1999 and September 30,
1998. Also included are the results of its operations and changes in financial
position for the three and six months ended March 31, 1999 and 1998. The results
of operations for the interim periods presented are not necessarily indicative
of the results to be expected for the full year.
The consolidated financial statements include the accounts of the Company and
the Bank. All significant intercompany balances and transactions have been
eliminated in consolidation.
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, 1998.
(2) EARNINGS PER SHARE
The following table is a reconciliation of the denominator used in the
computation of basic and diluted earnings per common share.
Three Months Six Months
Ended Ended
March 31, March 31,
-------------------- ---------------------
1999 1998 1999 1998
--------- --------- --------- ---------
Weighted average number of common
shares outstanding - Basic 4,798,972 4,794,127 4,798,972 4,685,118
Incremental shares from the assumed
conversion of stock options 393,723 387,529 396,455 476,418
----------- --------------------- ----------
Total - Diluted 5,192,695 5,181,656 5,195,427 5,161,536
=========== ===================== ==========
FIRST GEORGIA HOLDING, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the
financial statements and related notes appearing elsewhere in this Form 10-Q
LIQUIDITY
First Georgia Bank (the Bank) has traditionally maintained levels of liquidity
above levels required by regulatory authorities. As a member of the Federal
6
<PAGE>
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 4% of
withdrawable savings and short-term borrowings. The Bank's liquidity level was
11.80% and 6.58% at March 31, 1999 and September 30, 1998, respectively.
The Bank's operational needs, demand for loan disbursements, and savings
withdrawals can be met by loan principal and 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 1999.
YEAR 2000 COMPLIANCE DISCLOSURE
As the year 2000 ("Year 2000") approaches, an important business issue has
emerged regarding existing software programs and hardware. Many existing
application software products were designed to accommodate a two-digit year. For
example, "98" is stored on the system and represents 1998 and "00" represents
1900. The Bank has been working on this problem since fiscal 1997. Management
formed an Electronic Data Processing ("EDP") committee (the "Committee") in
early fiscal 1997 to address this and many other computer-related issues that
may arise. The Committee began testing all hardware and software applications
for Year 2000 readiness. Several of the Bank's computers were found to be
non-compliant with Year 2000. The Committee decided to replace these machines as
they implemented a Bank wide network to facilitate ease of information
dissemination. With the installation of the network, all computers now used in
the Bank are Year 2000 compliant.
All mission critical software for the Bank was tested as of March 1999. All
peripheral and specialized software has been tested as well. Where needed, all
non-compliant software has been updated to compliant status or replaced. In
October of 1998, the Bank converted to a new mainframe system, a product of Jack
Henry and Associates. The new software was tested to the satisfaction of the
Office of Thrift Supervision (the "OTS"), the Bank's primary regulator. The Bank
has joined with other users of the software to perform user group testing of the
mission critical software. This testing was completed in early fiscal 1999.
An additional area of concern to the Company, the Bank, and the OTS is the
effect of Year 2000 issues on its deposit and loan customers. Failure to address
Year 2000 issues could have significant implications on the ability of certain
customers to continue operations. Letters inquiring as to the readiness for Year
2000 were sent to all the Bank's commercial customers. Additional information is
provided by each branch to any customer who wishes to learn more about Year
2000. Although the Bank has taken several steps to address these issues, there
can be no assurance that these customers will be Year 2000 compliant. Failure of
certain customers to adequately address these issues could result in a negative
impact on the Company's earnings.
The Company believes the mission critical systems are currently Year 2000
compliant. The Bank The EDP committee still meets regularly to discuss Year 2000
issues. Outside sources have performed several audits of the system with little
or no exceptions to report. Management understands that certain infrastructure
failures could arise due to undetected system or software errors. These
contingencies could adversely affect the Bank. The Bank is addressing these
contingencies in its Disaster Recovery Plan.
The Bank has experienced most of its costs associated with becoming Year 2000
compliant. The Company spent approximately $1,000,000 to become Year 2000
compliant. Nearly all of this expenditure was for new equipment and software, so
the cost will be capitalized rather than realized all in one period. Management
forsees any future costs associated with Year 2000 to be insignificant.
Although the Bank has taken several measures to address Year 2000 issues, there
can be no assurances that all necessary modifications will be identified and
corrected or that unforeseen difficulties or costs will not arise. Therefore,
there can be no assurance that the failure of the Bank's internal systems will
not negatively impact the Bank's operations.
7
<PAGE>
CAPITAL RESOURCES
The following is a reconciliation at March 31, 1999 of the Bank's equity capital
to regulatory capital, under generally accepted accounting principles:
First Georgia Bank
Stockholder's Equity $ 16,358,000
Less:
Intangible assets 862,000
--------------------
Tangible Capital 15,496,000
Plus:
Qualifying intangible assets 862,000
--------------------
Core Capital 16,358,000
Plus:
Supplemental Capital 1,019,000
--------------------
Risk-based Capital $ 17,377,000
====================
Current regulations require institutions to keep minimum regulatory tangible
capital equal to 1.5% of adjusted assets, minimum core capital to adjusted
assets of 3% (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 March 31, 1999, the Bank met all three capital
requirements.
The Bank's regulatory capital and the required minimum amounts at March 31, 1999
are summarized as follows:
Required Minimum Excess
Bank Capital Amount (Deficiency)
- --------------------------------------------------------------------------------
% $ % $ % $
- --------------------------------------------------------------------------------
Tangible
Capital: 7.72% 15,496,000 1.50% 3,012,315 6.22% 12,483,685
Core
Capital: 8.11% 16,358,000 4.00% 8,067,320 4.11% 8,290,680
Risk-based
Capital: 13.99% 17,377,000 8.00% 9,938,000 5.99% 7,439,000
- --------------------------------------------------------------------------------
The Federal Deposit Insurance Corporation Improvement Act (FDICIA) required the
Federal banking agencies to take "prompt corrective action" in respect
8
<PAGE>
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 March 31, 1999, the Bank's Tier 1 risk-based capital ratio was 13.17%. 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 March 31, 1999.
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.
RESULTS OF OPERATIONS
INTEREST INCOME
Interest income on loans increased $80,116, or 2.31%, for the three month period
ended March 31, 1999 and $279,418, or 4.09% for the six month period ended March
31, 1999 as compared to the same period in 1998. The Company has been aggressive
in attracting new loan business while competition for loans remains strong and
loan demand is still steady in the marketplace. However, the Bank continues to
be selective in the loans that it makes, as evidenced by its low real estate
foreclosed balances. Management expects loan demand to maintain healthy levels.
Interest on investments increased $75,034, or 43.05% for the quarter and
$114,878, or 32.17% for the six month period ended March 31, 1999 compared to
March 31, 1998. As the Bank attracted significant deposit balances, Management
increased its investment holdings. Average investment balances increased
approximately $5,200,000 from March 31, 1999 as compared to March 31, 1998.
Other interest income for the quarter ended March 31, 1999 increased $128,664,
or 1,652.08% as compared to the same quarter ended March 31, 1998. For the six
month period ended March 31, 1999, other interest income increased $286,277, or
1,406.94% as compared to the same period ended March 31, 1999. In a trend
continued from the last fiscal year, the Bank has seen tremendous growth in its
deposit balances. The Bank is offering new deposit products, such as free
checking, which has been accepted favorably in the marketplace. Consequently,
the bank has been able to put money into short-term earning vehicles, such as
overnight Fed Funds.
9
<PAGE>
INTEREST EXPENSE
Interest on deposits increased $222,312 (13.34%) for the quarter ended March 31,
1999 and $496,002 (14.91%) for the six month period ended March 31, 1998 as
compared to the same period in 1998. Average deposit balances increased
approximately $9,332,000 in the six month period from September 30, 1998 to
March 31, 1999. The market place in which the Bank operates is extremely
conducive to deposit growth, and the Bank has positioned its deposit products to
take full advantage of the area's deposit demand. Interest on borrowings
decreased $109,752, or 48.42% for the quarter and $204,756, or 45.33% for the
six month period ending March 31, 1999. The increased flow of money into the
Bank from deposits has made it possible to pay off several Federal Home Loan
Bank advances and other borrowings the Bank had.
NET INTEREST INCOME
Net Interest Income increased $171,254, or 9.71% for the quarter and $389,327,
or 11.35% for the six month period ended March 31, 1999 as compared to the same
periods last year. While increases in loan balances and interest earning
deposits have contributed to the increase, the substantial increase in
non-interest bearing deposits held by the Bank has been the deciding factor in
the quick increase. Management believes this growth will continue throughout
fiscal 1999.
PROVISION FOR LOAN LOSSES
The provision for loan losses expense decreased $2,180 for the quarter and
decreased $3,251 for the six months ended March 31, 1999 as compared to the same
periods ended March 31, 1998. The loan loss reserve is well over regulatory
requirements. Management feels the reserve is at adequate levels and does not
warrant any transfers from earnings at this time. Net Interest Income after the
Provision for Loan Losses for the quarter ended March 31, 1999 increased
$173,434, or 9.84% from the same period last year and $392,578, or 11.45% for
the six month period ended March 31, 1999 over March 31, 1998.
OTHER INCOME
Other Income for the quarter increased $103,005, or 23.91% from the same quarter
the previous year and $304,055, or 35.20%, for the six month period ended March
31, 1999 as compared to March 31, 1998. The main factor for this increase was
deposit service charges.
As the volume of deposits increase, the fee income, such as service charges and
insufficient funds fees, increase as well. Therefore, deposit service charges
increased $99,528 (46.99%) for the quarter and $224,781 (50.38%) for the six
month period ended March 31, 1999.
OTHER EXPENSES
Other expenses for the quarter ended March 31, 1999 increased $288,485, or
20.11%, over the quarter ended March 31, 1998. Other expenses for the six month
period ended March 31, 1999 increased $546,494, or 19.60%, over the six month
period ended March 31, 1998. Personnel expense increased $106,723, or 14.63% in
the three month period ending March 31, 1999 over March 31, 1998, and $236,382,
or 16.86% for the six month period ended March 31, 1999 over the same period
last year. The Bank has added several new employees to help with the growth the
Bank is experiencing. Management does not forsee any extraordinary hiring
concerns for the remainder of the year. Other operating expenses increased
$154,557, or 39.98%, for the quarter and $293,943, or 38.96% for the nine month
period ended March 31, 1999 as compared to last year.
With the introduction of the new mainframe computer system, some costs have
increased, such as office supplies, small fixtures, and data processing systems.
Also, with the rapid growth the Bank has experienced, areas such as postage,
employee training, and regulatory assessments have increased.
The Bank decreased its accrual for income
taxes by $19,044 (6.78%) for the quarter and showed an
10
<PAGE>
increase of $49,984 (8.89%) for the six month period ended March 31, 1999 as
compared to the same period in 1998.
FINANCIAL CONDITION
ASSETS
Cash increased $695,260, or 15.68%, over the six month period ended March 31,
1999. With the increase in transaction deposit accounts, the Bank has kept
higher cash balances. Interest bearing deposits in other banks and federal funds
sold decreased $113,364, or 0.85%, over the same period. The Bank is quickly
turning over new deposit balances into new loan disbursements or new
investments. Investment balances increased $3,658,977, or 31.64%, for the six
months ended March 31, 1999. Premises and equipment increased $167,299, or
3.72%. The Bank purchased additional computer equipment to work with the new
mainframe system.
Loans receivable increased $8,001,116, or 5.29% as of the six months ended March
31, 1999 over September 30, 1998. The Bank has been aggressive, yet selective,
in attracting new loan business. Loan demand is steady, and the Bank has been
successful in drawing strong, safe loans to the Bank. The Bank's Loan portfolio
is as follows:
LOANS RECEIVABLE
3/31/99 9/30/98
----------------------------------
Real estate mortgage loans $ 101,728,379 102,828,455
Real estate construction loans 28,226,581 27,108,632
Consumer loans 14,021,772 11,830,203
Commercial and other loans 16,502,734 10,593,354
----------------------------------
160,479,466 152,360,644
Less:
Deferred loan fees 149,444 83,035
Unearned interest income 57,463 56,341
Allowance for loan losses 1,018,831 968,632
----------------------------------
$ 159,253,728 151,252,636
==================================
Management's evaluation of the risk elements in the loan portfolio is the basis
for the allowance 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 Bank believes its allowance for loan losses is
adequate to provide for future losses.
The following tables illustrate the Bank's allowance for loan losses and its
problem loans. When a loan has been past due ninety days or more, Management
reevaluates the loan and its underlying risk elements to determine if it should
be placed on nonaccrual status. These loans are loans for which unpaid interest
is not recognized in income. Past due loans are loans which are ninety days or
more delinquent and still accruing interest.
11
<PAGE>
ANALYSIS OF ALLOWANCE FOR LOAN LOSSES
03/31/99 09/30/98
-----------------------------
Beginning balance $ 968,632 1,012,322
Loans charged-off:
Real estate construction - -
Real estate mortgage 20,934 179,995
Consumer and other 124,897 63,762
-----------------------------
Total charge offs 145,831 243,757
-----------------------------
Recoveries:
Real estate construction - -
Real estate mortgage 171,651 78,084
Consumer and other 24,323 115,820
-----------------------------
Total recoveries 195,974 193,904
-----------------------------
Net charge-offs(recoveries) (50,143) 49,853
Provision charged to operations 56 6,163
-----------------------------
Balance at end of period $ 1,018,831 968,632
=============================
Ratio of net charge-offs(recoveries) to
average loans outstanding -0.03% 0.03%
=============================
12
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ANALYSIS OF NON-ACCRUING AND PAST DUE LOANS
03/31/99 09/30/98
----------------------------------------
Non-accruing Loans (1)
Real estate
Construction $ - -
Mortgage 2,443,821 2,343,222
Consumer 44,884 21,214
----------------------------------
Total non-accruing loans 2,488,705 2,364,436
----------------------------------
Past Due Loans (2)
Real estate
Construction - -
Mortgage - -
Consumer - -
----------------------------------
Total past due loans - -
----------------------------------
Total non-accruing
and past due loans $ 2,488,705 2,364,436
==================================
Percentage of total loans 1.56% 1.56%
==================================
Real estate acquired
through foreclosure $ 515,000 644,084
==================================
Total non-accruing,past due
loans, and nonperforming assets. $ 3,003,705 3,008,520
==================================
(1) Non-accruing loans are loans for which unpaid interest is not recognized
in income.
(2) Past due loans are 90 days or more delinquent for which interest
is still accruing
LIABILITIES
Deposits have increased $13,465,117, or 8.27%, for the six month period ended
March 31, 1999. The Bank has been working hard to increase its market share of
deposits in Glynn County. This increase reflects that First Georgia has been
fairly successful in soliciting new deposit business. With the increase of
deposit balances, the Bank has paid off several of its Federal Home Loan Bank
advances, as evidenced by the decrease of $1,000,000, or 11.63%. Much of this
money was replaced with the inflow of non-interest bearing deposits.
13
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PART II
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS
First Georgia Holding, Inc., held its annual meeting January 19, 1999. The
following votes were taken:
Proposal 1: Election of B.W. Bowie, Terry
K. Driggers, and Roy K. Hodnett as
directors
For 4,651,524
Withhold Authority 0
Withhold Authority for a particular
director 0
-----------
Total 4,651,524
===========
The directors terms who continued after the meeting are as follows:
Henry S. Bishop, M. Frank Deloach, III, E. Raymond Mock, James D. Moore,
D. Lamont Shell
Proposal 2: Approval of Amendment to the
First Georgia Holding, Inc. 1995 Stock
Incentive Plan
For 4,551,607
Against 99,917
-----------
Total 4,651,524
===========
ITEM 6. EXHIBITS AND REPORTS ON FORM 8K
A. Exhibits.
The following exhibit is filed with this report.
Exhibit No. Description
------------ ------------
27.1 Financial Data Schedule (for SEC use only)
B. Reports on Form 8-K
The Bank filed no reports on Form 8-K for the quarter ended March 31, 1999.
14
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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:______________________ BY:____________________________
G. Fred Coolidge III
Secretary and Treasury
15
<PAGE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 9
<PERIOD START> 01-01-1999 01-01-1999
<PERIOD-TYPE> 3-MOS 6-MOS
<FISCAL-YEAR-END> 09-30-1999 09-30-1999
<PERIOD-END> 03-31-1999 03-31-1999
<CASH> 5,128,845 5,128,845
<INT-BEARING-DEPOSITS> 823,217 823,217
<FED-FUNDS-SOLD> 12,340,000 12,340,000
<TRADING-ASSETS> 0 0
<INVESTMENTS-HELD-FOR-SALE> 0 0
<INVESTMENTS-CARRYING> 15,224,207 15,224,207
<INVESTMENTS-MARKET> 15,164,000 15,164,000
<LOANS> 159,253,752 159,253,752
<ALLOWANCE> 1,018,831 1,018,831
<TOTAL-ASSETS> 201,760,853 201,760,853
<DEPOSITS> 176,355,222 176,355,222
<SHORT-TERM> 0 0
<LIABILITIES-OTHER> 185,325,276 185,325,276
<LONG-TERM> 7,600,000 7,600,000
0 0
0 0
<COMMON> 4,798,972 4,798,972
<OTHER-SE> 11,636,605 11,636,605
<TOTAL-LIABILITIES-AND-EQUITY> 201,760,853 201,760,853
<INTEREST-LOAN> 3,555,059 7111124
<INTEREST-INVEST> 249,310 471981
<INTEREST-OTHER> 136,452 306631
<INTEREST-TOTAL> 3,940,821 7889736
<INTEREST-DEPOSIT> 1,888,632 3821809
<INTEREST-EXPENSE> 2,005,531 4068747
<INTEREST-INCOME-NET> 1,935,290 3820989
<LOAN-LOSSES> 0 56
<SECURITIES-GAINS> 0 0
<EXPENSE-OTHER> 1,722,754 3334087
<INCOME-PRETAX> 746,317 1654652
<INCOME-PRE-EXTRAORDINARY> 746,317 1654652
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 484,453 1042403
<EPS-PRIMARY> 0.10 0.22
<EPS-DILUTED> 0.10 0.21
<YIELD-ACTUAL> 8.18 8.19
<LOANS-NON> 2,488,705 2,488,705
<LOANS-PAST> 0 0
<LOANS-TROUBLED> 0 0
<LOANS-PROBLEM> 0 0
<ALLOWANCE-OPEN> 968,632 968,632
<CHARGE-OFFS> 145,831 145,831
<RECOVERIES> 195,974 195,974
<ALLOWANCE-CLOSE> 1,018,831 1,018,831
<ALLOWANCE-DOMESTIC> 0 0
<ALLOWANCE-FOREIGN> 0 0
<ALLOWANCE-UNALLOCATED> 1,018,831 1,018,831
</TABLE>
