U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Fiscal Year Ended December 31, 1996
Commission File Number 0-27448
GOLDEN ISLES FINANCIAL HOLDINGS, INC.
A Georgia Corporation
(IRS Employer Identification No. 58-1756713)
200 Plantation Chase
St. Simons Island, Georgia 31522
(912) 638-0667
Securities Registered Pursuant to Section 12(b)
of the Securities Exchange Act of 1934:
None
Securities Registered Pursuant to Section 12(g)
of the Securities Exchange Act of 1934:
Units, consisting of
one (1) share of Common Stock
and one (1) Class A Warrant
(Title of Class)
Common Stock
(Title of Class)
Class A Warrants
(Title of Class)
Check whether the Registrant (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 twelve 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 ____
Indicate by a check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-B is not contained herein, and will not be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of the Form 10-KSB or any
amendment to this Form 10-KSB. [X ]
The Registrant's revenues for the fiscal year ended December 31, 1996 were
$11,005,233
The aggregate market value of the Common Stock of the Registrant held by
nonaffiliates of the Registrant on March 17, 1997, including Common Stock held
in the form of Units, was $11,960,882. The aggregate market value of the
Common Stock held by nonaffiliates was computed by reference to the fair
market value of $6.125 per share of the Company's Common Stock as of March 17,
1997. The fair market value was determined based upon prices quoted by market
makers of the Company's Common Stock as of December 31, 1996. For the purpose
of this response, directors, officers and holders of 5% or more of the
Registrant's Common Stock are considered the affiliates of the Registrant at
that date.
The number of shares outstanding of the Registrant's Common Stock as of March
17, 1997, including Common Stock held in the form of Units: 2,344,303 shares
of no par value Common Stock, of which 889,909 shares are held in the form of
Units with Class A Warrants.
Transitional Small Business Disclosure Format:
Yes No X
DOCUMENTS INCORPORATED BY REFERENCE
None
CAUTIONARY STATEMENT FOR PURPOSES OF THE PRIVATE SECURITIES LITIGATION REFORM
ACT OF 1995
This Report may contain certain "forward-looking statements" including
statements concerning plans, objectives, future events or performance and
assumptions and other statements which are other than statements of historical
fact. Golden Isles Financial Holdings, Inc. (the "Company") and its
subsidiaries cautions readers that the following important factors, among
others, may have affected and could in the future affect the Company's actual
results and could cause the Company's actual results for subsequent periods to
differ materially from those expressed in any forward-looking statement made
by or on behalf of the Company herein: (i) the effect of changes in laws and
regulations, including federal and state banking laws and regulations, with
which the Company must comply, and the associated costs of compliance with
such laws and regulations either currently or in the future as applicable;
(ii) the effect of changes in accounting policies and practices, as may be
adopted by the regulatory agencies as well as by the Financial Accounting
Standards Board, or of changes in the Company's organization, compensation and
benefit plans; (iii) the effect on the Company's competitive position within
its market area of the increasing consolidation within the banking and
financial services industries, including the increased competition from larger
regional and out-of-state banking organizations as well as nonbank providers
of various financial services; (iv) the effect of changes in interest rates;
and (v) the effect of changes in the business cycle and downturns in the
local, regional or national economies.
THE COMPANY CAUTIONS THAT THE FOREGOING LIST OF IMPORTANT FACTORS IS NOT
EXCLUSIVE. THE COMPANY DOES NOT UNDERTAKE TO UPDATE ANY FORWARD-LOOKING
STATEMENT, WHETHER WRITTEN OR ORAL, THAT MAY BE MADE FROM TIME TO TIME BY OR
ON BEHALF OF THE COMPANY.
PART I
Item 1.Description of Business
A.Business Overview.
Golden Isles Financial Holdings, Inc. (the "Company" or "GIFH") was
incorporated under the laws of the State of Georgia on September 8, 1987, but
conducted only organizational activities until its initial public offering
closed on January 31, 1990. Upon the approval of its application by the Board
of Governors of the Federal Reserve System (the "Federal Reserve") under the
Federal Bank Holding Company Act of 1956, as amended (the "Federal Bank
Holding Company Act), the Company became a bank holding company. The Company
used the proceeds of the offering to acquire all of the capital stock of The
First Bank of Brunswick (the "Bank"), a de novo bank chartered by the State of
Georgia.
The Bank opened for business on July 2, 1990, to engage in a general
commercial banking business in its office in Brunswick (Glynn County),
Georgia. Since that date, the Bank has engaged in a general commercial
banking business, emphasizing the banking needs of individuals and small-to
medium sized businesses in its primary service area. In 1995, the Bank opened
a second full service office in St. Simons Island, Georgia.
In September, 1993, the Company received approval from the Federal Reserve to
establish and operate First Bank Mortgage Corporation ("FBMC"), as a
wholly-owned subsidiary of GIFH, to engage in originating, making, acquiring and
servicing mortgage loans. On January 1, 1996, FBMC had offices in St. Simons
Island, Georgia, Savannah (Chatham County), Georgia and Blairsville (Union
County), Georgia. In January 1996, FBMC opened a fourth office in Memphis,
Tennessee. FBMC has, until 1996, engaged in various aspects of the mortgage
loan business. As discussed below, in the second half of 1996, the Company
decided to eliminate certain aspects of FBMC's business and incorporate the
remaining function within the real estate lending function of the Bank. As of
December 31, 1996, FBMC had only two offices, on St. Simons Island, Georgia
and in Memphis, Tennessee. The Memphis office closed on March 1, 1997. It is
expected that the St. Simons Island office will close in the first half of
1997.
In September, 1993, the Company received approval from the Federal Reserve
Board to establish and operate First Credit Service Corporation ("FCC"), as a
wholly-owned subsidiary of GIFH, to engage in originating, making, acquiring
and servicing consumer loans, as well as offering credit-related insurance on
such loans. FCC has, since then, engaged in the consumer loan business. As
of December 31, 1996, FCC had six Georgia offices, in Brunswick, Kingsland,
Savannah, Waycross, Martinez, and Garden City.
Beginning May 31, 1994, the Company conducted a secondary public offering of
securities (the "Secondary Offering") pursuant to which GIFH offered for sale
a minimum of 769,832 and a maximum of 1,538,462 units (the "Units") at a price
of $6.50 per Unit. Each Unit consists of one share of Common Stock of GIFH
and one non-detachable Class A Warrant to purchase one share of the Common
Stock. Each Class A Warrant expires on May 31, 1998, and entitles the holder
to purchase an additional share of the Common Stock at a price of $7.25 if
exercised on or before May 31, 1996, $8.25 if exercised on or before May 31,
1997, and $9.50 if exercised on or before May 31, 1998. The Secondary
Offering closed as of March 31, 1995. GIFH accepted subscriptions for a total
of 897,230 Units, and received total proceeds in connection with such
subscriptions amounting to $5,831,995. The proceeds were held in escrow until
May 11, 1995, when $5,500,000 was released from escrow to GIFH. The balance
of the proceeds held in escrow was released to GIFH on July 25, 1995. In
1996, the Company received $53,077 pursuant to the exercise of 7,321 Class A
warrants at $7.25 per share.
B.Business Operations.
The Holding Company (GIFH)
GIFH owns 100% of the capital stock of the Bank, FBMC and FCC. The principal
role of GIFH is to supervise and coordinate the activities of its subsidiaries
and to provide the subsidiaries with capital. GIFH derives all of its income
from dividends from its subsidiaries and any interest it earns on funds it
holds.
The First Bank of Brunswick (the Bank)
The Bank conducts a general commercial and retail banking business,
emphasizing in its marketing the Bank's local management and ownership. The
Bank accepts demand, savings, and time deposits of individuals, partnerships
and corporations and offers commercial and retail checking accounts, Super NOW
accounts, money market accounts, individual retirement accounts and
certificates of deposit. The Bank makes various types of level term and
installment loans, both personal and commercial, and makes and services
long-term mortgage loans as well as individual and business loans. The Bank
acts as an issuing agent for U.S. savings bonds, traveler's checks, money orders
and cashier's checks, and it offers collection teller services, including wire
transfer services. The Bank also offers safe deposit boxes and a night
depository facility. The Bank provides these services from its main office in
Brunswick, Georgia, and its branch in St. Simons Island, Georgia. Bank
deposits are insured by the Federal Deposit Insurance Corporation ("FDIC"), up
to applicable limits.
The Bank (as well as FBMC and FCC) derive many of their customers from and
conduct a significant portion of their business transactions within a primary
service area encompassing the mainland of Glynn County, St. Simons Island and
Camden County, Georgia. The population of Glynn County was 61,807 in 1987,
64,737 in 1990 and is projected to reach 74,546 by the year 2000. Total
dwelling units are expected to increase from 24,085 in 1987 to 31,182 in the
year 2000. The population of Camden County was 30,167 in 1990 and is
projected to approach 42,000 by the year 2,000. The area includes well-known
resort, retirement and convention destinations, with local industry oriented
towards tourism and leisure activities. In addition, the economy of Glynn
County is fairly diversified, the top five industries ranked by total
employment being: a pulp mill, seafood processing, restaurants, hotel/motels
and chemical processing. The economy of Camden County is also fairly
diversified, the top five industries ranked by total employment being: paper
and allied products, food products, chemicals and related products, lumber and
wood products and apparel. In addition, the U.S. Navy has a major base at
Kings Bay in Camden County, which serves as the home port of nuclear
submarines and related vessels. The local economy is also supported by the
Federal Law Enforcement Training Center (the "Center"), which processed
approximately 19,350 law enforcement officers in 1996. The Center employs
approximately 1,600 people.
Management expects the relatively high level of growth and commercial activity
in Glynn County and Camden County to continue, providing a favorable
environment for the Company's operating subsidiaries. However, there is no
assurance that population growth and ongoing economic development will
continue, or that the subsidiaries will be able to exploit the growth and
development profitably.
The Bank competes with other commercial banks, savings and loan associations,
credit unions, mortgage banking companies, consumer finance companies,
securities brokerage firms, insurance companies, money market mutual funds,
and other financial institutions. During 1996, there were seven commercial
banks in the Bank's retail market area, four of which were owned by holding
companies located outside of Glynn and Camden Counties. In addition, during
1996, the Bank competed with two savings banks and five credit unions having
offices in Glynn and Camden Counties. Management estimates that as of
December 31, 1996, deposits in Glynn and Camden Counties totaled approximately
$972 million, with the Bank having approximately 7.6% of such deposits.
In general terms, federal interstate banking laws (discussed in Supervision
and Regulation, below), as well as other federal and state laws, have caused
and will continue to cause increased competition from both conventional
banking institutions and other businesses offering financial services and
products within the financial services industry in Georgia. Many of the
financial institutions operating in Georgia have substantially greater
financial resources and offer certain services, such as trust services, that
the Bank does not expect to provide in the near future. By virtue of the
greater total capitalization of such institutions, they have substantially
higher lending limits than the Bank and substantial advertising and
promotional budgets. To compete, the Bank relies on specialized services,
responsive handling of its customers and personal contacts by officers,
directors and staff.
First Bank Mortgage Corporation (FBMC)
In September, 1993, the Company received approval from the Federal Reserve to
establish and operate FBMC to engage in originating, making, acquiring and
servicing mortgage loans. Since its inception in September 1993, FBMC has
engaged in various aspects of the mortgage business, including retail and
equity mortgage lending, correspondent banking, and, beginning in 1995,
warehouse lending. The mortgage lending line of business consists of
originating and underwriting mortgage loans to individuals with good credit
histories (retail mortgage lending) or substandard credit histories (equity
mortgage lending). With respect to its retail mortgage lending business, FBMC
would act as a broker and originate and underwrite a mortgage loan for another
lender. FBMC would not use its own funds for these loans and would derive fee
income only. The correspondent banking operation is similar to the mortgage
banking operation, except that instead of originating loans itself, FBMC would
purchase mortgage loans originated by various rural banks in southern states
such as Georgia, Arkansas, Tennessee and North Carolina. The warehouse
lending operation consisted of providing a line of credit to other mortgage
lenders, who actually originated the loans to individual borrowers. FBMC
would lend money to mortgage lenders who generally sell in the secondary
market the mortgage loans they originated, and then would repay FBMC from the
proceeds of these sales. FBMC discontinued its warehouse credit line of
business in the third quarter of 1996, its equity mortgage lending business in
the fourth quarter of 1996, and was in the process of discontinuing its
correspondent banking lines of business as of December 31, 1996.
As indicated above, management has decided that the Company's remaining
mortgage lending operation (i.e., retail mortgage lending) can be handled more
efficiently and inexpensively within the framework of the Bank. As a result,
the Company's remaining mortgage function will be shifted to the Bank and FBMC
will cease to function as an operating subsidiary. The Company anticipates
that for the foreseeable future, the Bank will act strictly as a broker of
mortgage loans with funds provided by other lenders. The Bank may in the
future commit its own capital to originating or purchasing mortgage loans if
suitable opportunities arise.
With respect to FBMC's retail mortgage lending line of business, the mortgage
origination business has been extremely competitive in FBMC's current service
areas. In Glynn County, in calendar year 1996, lenders made approximately
$445 million in mortgage loans, consisting of 4,177 loans. FBMC closed $6
million in mortgage loans related to Glynn County in 1996, or approximately
1.3% of the total volume. FBMC's major competitors in connection with this
line of business, are (i) in Glynn County, three large lenders who in 1996
closed approximately 49% of the total dollar volume of loans secured by real
estate; (ii) in Union County, two large lenders who in 1996 closed
approximately 95% of the total dollar volume of loans secured by real estate;
(iii) in Chatham County, eleven large lenders who in 1996 closed at least 50%
of the total dollar volume of loans secured by real estate; and (iv) in Shelby
County, Tennessee, five large lenders who in 1995 closed approximately 56% of
the total dollar volume of loans secured by real estate. In other words, in
each of its service areas, with respect to the retail mortgage lending line of
business, FBMC has been competing with several large mortgage originators.
The Company expects this competition to continue when this function is
incorporated within the Bank.
FBMC financed its operations by means of a $30 million line of credit from
Bank United of Texas. On December 3, 1996, this line of credit was reduced to
$10 million, of which $4,984,465 was outstanding as of December 31, 1996. On
March 17, 1997, FBMC owed approximately $600,000 under this line of credit.
First Credit Service Corporation (FCC)
Since its inception in September 1993, FCC has engaged in the consumer finance
business, i.e., it originates, makes, acquires, and services consumer loans,
as well as offers credit related insurance on such loans, to the general
public. The primary areas serviced by FCC from its six offices are Glynn,
Camden, Columbia, Chatham and Ware/Pierce Counties, Georgia; where FCC
operates from six leased facilities which are described in Item 2 below.
There are 14 consumer finance companies (including FCC) in Brunswick (Glynn
County), with an estimated total outstanding loan portfolio of $30 million, of
which FCC has approximately 10.3% market share. Additionally, numerous credit
unions, banks and savings and loan associations make consumer loans in FCC's
market. Among consumer finance companies which presently operate in this
service area, American General Finance, Commercial Credit and First Family
Financial together hold at least 50% market share. FCC competes most directly
with these companies.
Kingsland (Camden County), where FCC opened its second branch in July 1994, is
currently serviced by strong finance companies, First Family Financial and
Pioneer Credit, and a few other smaller companies. However, Kingsland is a
market with unusual opportunities, not only because of its anticipated growth
through the remainder of the decade, but also because much of its population
is currently serviced out of Jacksonville rather than through local lenders.
In July 1996, FCC received a GILA license with respect to the Kingsland
branch. Management believes that FCC's branch in Kingsland can effectively
compete with the Florida-based lenders who control a significant portion of
the market share in Camden County. In August 1996, the Kingsland branch was
moved to a location in a newer and larger shopping center. This move will
increase its exposure and should increase the amount of walk-in traffic.
Savannah (Chatham County), where FCC opened its third branch in June 1995, is
currently serviced by thirty-five consumer finance companies, with an
estimated total outstanding loan portfolio of approximately $85 million.
Several credit unions and banks are also involved in the Savannah consumer
lending market. In Savannah, FCC competes most directly with Ford Motor
Credit, Associate Finance, American General Finance and Commercial Credit.
Waycross (Ware/Pierce County), where FCC opened its fourth branch in August
1995, is currently serviced by ten consumer finance companies. FCC's main
competitors in this service area are Security Pacific, First Family Financial
and Fleet Finance.
In Martinez (Columbia County), where FCC opened its fifth branch in February,
1996, by purchasing the assets of an existing finance company, FCC's primary
competitors are American General and Associate Finance, both of which are
located in neighboring Richmond County, and several banks.
In Garden City (Chatham County), where FCC opened its sixth branch in August
1996 by purchasing the assets of an existing finance company, FCC has the same
competitors as it does in Savannah.
In its Brunswick, Garden City, Kingsland and Martinez offices, FCC operates
under a Georgia Industrial Loan Act ("GILA") license. The ability to make
consumer loans under a GILA license is a significant competitive advantage
because as a GILA licensee FCC can charge significantly higher interest rates
with respect to consumer loans of under $3,000. FCC intends to exploit this
competitive advantage to its fullest potential. FCC's ability to expand its
business has been enhanced by the opening, in June 1996, of a $10 million from
CoreStates Bank, N.A. This replaced an $8.5 million line of credit from
BankAmerica Business Credit, Inc. As of December 31, 1996, there was
$5,350,907 outstanding under the CoreStates line of credit.
C.Selected Statistical Information
The following statistical information is provided for the Company for the
years ended December 31, 1996 and December 31, 1995. This data should be read
in conjunction with the information presented under the heading "Item 6 -
Management's Discussion and Analysis of Financial Condition" and "Item 7 -
Financial Statements" appearing elsewhere in this Report and incorporated
herein by reference.
Average Balances and Net Income Analysis
The following tables set forth the amount of the Company's interest income or
interest expense for each category of interest-earning assets and
interest-bearing liabilities and the average interest rate for total
interest-earning assets and total interest-bearing liabilities, net interest
spread and net yield on average interest-earning assets. Federally tax-exempt
income is presented on a taxable-equivalent basis assuming a 34% Federal tax
rate.
Year Ended December 31,
1996 1995
Interest Average Interest Average
Average Income / Yield/ Average Income/ Yield/
Balance Expense Rate Paid Balance Expense Rate Paid
(Dollars in Thousands)
ASSETS
Interest-earning assets:
Loans, net of unearned
interest $ 76,679 $8,642 11.27% $53,321 $ 6,331 11.87%
Investment securities:
Taxable 9,087 521 5.73 9,787 559 5.71
Nontaxable 20 2 7.50 246 18 7.32
Federal funds sold
1,718 103 6.00 1,934 115 5.95
----- --- ----- -----
Total interest-earning
assets 87,504 9,268 10.59 65,288 7,023 10.76
Other assets
4,456 8,536
----- -----
Total assets
$101,960 $73,824
======== =======
Year Ended December 31,
1996 1995
Interest Average Interest Average
Average Income/ Yield/ Average Income/ Yield/
Balance Expense Rate Paid Balance Expense Rate Paid
(Dollars in Thousands)
LIABILITIES AND STOCKHOLDERS' EQUITY
Interest-bearing liabilities:
Savings and interest-bearing demand deposits
$13,063 $ 406 3.11% $14,197 $ 438 3.09%
Time deposits
53,259 3,130 5.88 38,144 2,276 5.97
Other short-term borrowings
4,521 282 6.24 161 10 6.21
Other borrowings
6,699 622 9.28 5,085 457 8.99
Total interest-bearing liabilities
77,542 4,440 5.73 57,587 3,181 5.52
Noninterest-bearing liabilities and stockholders' equity:
Demand deposits
7,836 6,047
Other liabilities
6,055 641
Stockholders' equity
10,527 9,549
----- -----
Total noninterest-bearing liabilities and stockholders' equity
24,418 16,237
------ ------
Total liabilities and stockholders' equity
$101,960 $73,824
======== =======
Interest rate spread 4.86% 5.24%
===== ====
Net interest income $4,828 $3,842
Net interest margin 5.52% 5.88%
Rate and Volume Analysis
The following table reflects the changes in net interest income resulting
from changes in interest rates
and from asset and liability volume. Federally tax-exempt interest is
presented on a taxable-equivalent
basis assuming a 34% Federal tax rate. The change in interest
attributable to rate has been determined by
applying the change in rate between years to average balances outstanding
in the later year. The change in
interest due to volume has been determined by applying the rate from the
earlier year to the change in
average balances outstanding between years. Thus, changes that are not
solely due to volume have been consistently attributed to rate.
Year Ended December 31,
1996 vs. 1995 1995 vs. 1994
Increase Changes Due To Increase Changes Due To
(Decrease) Rate Volume (Decrease) Rate Volume
(Dollars in Thousands)
Increase (decrease) in:
Income from earning assets:
Interest and fees on loans
$2,311 $(462) $2,773 $2,282 $960 $1,322
Interest on securities:
Taxable
(38) 2 (40) 83 87 (4)
Nontaxable
(16) 1 (17) (11) 3 (14)
Interest on Federal
funds sold
(12) 1 (13) 97 45 52
Total interest
income
2,245 (458) 2,703 2,451 1,095 1,356
Expense from interest-bearing liabilities:
Interest on savings and interest-bearing demand deposits
(32) 3 (35) 27 2 4
Interest on time deposits
854 (48) 902 1,080 611 469
Interest on short-term
borrowings
272 1 271 (2) 2 (4)
Interest on debt
165 20 145 263 82 181
Total interest expense
1,259 (24) 1,283 1,368 718 650
Net interest income
$ 986 $(434) $1,420 $1,083 $ 377 $ 706
Asset/Liability Management
It is the objective of the Company to manage assets and liabilities to
provide a satisfactory, consistent level of profitability within the
framework of established cash, loan investment, borrowing and capital
policies. Certain of the officers of the Company are responsible for
monitoring policies and procedures that are designed to ensure acceptable
composition of the asset/liability mix, stability and leverage of
all sources of funds while adhering to prudent banking practices.
It is the overall philosophy of management to support asset growth
primarily through growth of core deposits of all categories made by
individuals, partnerships and corporations. Management of the Company
seeks to invest the largest portion of the Company's assets in commercial,
consumer and real estate loans.
The Company's asset/liability mix is monitored on a daily basis. A monthly
report reflecting interest-sensitive assets and interest-sensitive
liabilities is prepared and presented to the Company's Board of Directors.
The objective of this policy is to control interest-sensitive assets and
liabilities so as to minimize the impact of substantial movements in
interest rates on the Company's earnings.
As of December 31, 1996, the Company's cumulative one-year interest rate
sensitivity gap ratio was 83%. This indicates that the Company's
interest-bearing liabilities will reprice during this period at a rate
slightly faster than the Company's interest-earning assets. Certain
assumptions regarding the interest sensitivity of these assets and
liabilities have been incorporated into this analysis. The Company believes
that it has positioned itself to maintain its net interest margin in the
event of changes in interest rates. There can be no assurance, however, that
this strategy will be successful.
The following table sets forth the distribution of the repricing of the
Company's earning assets and interest-bearing liabilities as of December 31,
1996, the interest rate sensitivity gap (i.e., interest rate sensitive assets
less interest rate sensitivity liabilities), the cumulative interest rate
sensitivity gap ratio (i.e., interest rate sensitive assets divided by
interest rate sensitive liabilities) and the cumulative sensitivity gap
ratio. The table also sets forth the time periods in which earning assets
and liabilities will mature or may reprice in accordance with their
contractual terms. However, the table does not necessarily indicate the
impact of general interest rate movements on the net interest margin since
the repricing of various categories of assets and liabilities is subject to
competitive pressures and the needs of the Bank's customers. In addition,
various assets and liabilities indicated as repricing within the same period
may in fact reprice at different times within such period and at different
rates.
At December 31, 1996
Maturing or Repricing Within
Zero to Three One
Three Months to Year to Over
Months One Year Five Years Five Years Total
(Dollars in Thousands)
Earning assets:
Interest-bearing deposits in banks
$ 862 $ - $ - $ - 862
Federal funds sold
8,640 - - - 8,640
Investment securities
979 - 6,383 2,717 10,079
Loans 43,030 13,223 16,845 4,871 77,969
Loans held for sale
6,324 - - - 6,324
59,835 13,223 23,228 7,588 103,874
Interest-bearing liabilities:
Interest-bearing demand deposits
12,812 - - - 12,812
Savings 1,261 - - - 1,261
Certificates
less than $100,000
15,538 28,156 4,279 - 47,973
Certificates, $100,000 and over
4,569 7,512 1,527 - 13,608
Other short-term borrowings
4,445 - - - 4,445
Other borrowings
13,848 39 248 - 14,135
52,473 35,707 6,054 - 94,234
Interest rate sensitivity gap
$ 7,362 $(22,484) $17,174 $ 7,588 $9,640
Cumulative interest rate sensitivity gap
$ 7,362 $(15,122) $ 2,052 $ 9,640
Interest rate sensitivity gap ratio
1.14 0.37 3.84 N/A
Cumulative interest rate sensitivity gap ratio
1.14 0.83 1.02 1.10
INVESTMENT PORTFOLIO
The Company manages the mix of asset and liability maturities in an effort
to control the effects of changes in the general level of interest rates on
net interest income. See "--Asset/Liability Management." Except for its
effect on the general level of interest rates, inflation does not have a
material impact on the Company due to the rate variability and short-term
maturities of its earning assets. In particular, approximately 72% of the
loan portfolio is comprised of loans which mature or reprice within one year
or less. Mortgage loans, primarily with five to fifteen year maturities,
are also made on a variable rate basis with rates being adjusted every one
to five years. Additionally, 10% of the investment portfolio matures within
one year.
Types of Investments
The amortized cost and fair value of investments in securities at the dates
indicated are summarized as follows:
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
(Dollars in Thousands)
Securities Available for Sale
December 31, 1996:
U.S. Government and
agency securities $7,271,589 $45,984 $ (1,290) $7,316,283
Mortgage-backed
securities 706,918 5,532 (3,080) 709,370
--------- ------ -------- ----------
$7,978,507 $51,516 $ (4,370) $8,025,653
========= ======= ========= ==========
December 31, 1995:
U.S. Government and
agency securities $4,947,629 $16,749 $ (6,327) $4,958,051
State and municipal
securities 225,306 - (81) 225,225
Mortgage-backed
securities 857,559 - (14,149) 843,410
-------- ----- ----------- -----------
$6,030,494 $16,749 $(20,557) $6,026,686
=========== ======= ========== ===========
Securities Held to Maturity
December 31, 1996:
U.S. Government and
agency securities $ 250,000 $ - (4,375) $ 245,625
Mortgage-backed
securities 1,803,844 - (18,197) 1,785,647
$2,053,844 $ - $(22,572) $2,031,272
December 31, 1995:
U.S. Government and
agency securities
$ 250,000 $ 7,675 $ - $ 257,675
Mortgage-backed
securities 2,023,605 - (25,660) 1,997,945
$2,273,605 $ 7,675 $(25,660) $2,255,620
Maturities
The amounts of investments in securities in each category as of December
31, 1996 are shown in the following table according to contractual maturity
classifications (1) one year or less, (2) after one year through five years,
(3) after five years through ten years, and (4) after ten years.
U.S. Treasury
and Other U.S. State and
Government Agencies Political
and Corporations Subdivisions
Yield Yield
Amount (1) Amount (1) (2)
(Dollars in Thousands)
Maturity:
One year or less $ 499 5.61% $- - %
After one year
through five years 8,320 5.96 - -
After five years through
ten years 1,260 6.77 - -
After ten years - - - -
$10,079 6.05% $ - - %
(1) Yields were computed using coupon interest, adding discount accretion
or subtracting premium amortization, as appropriate, on a ratable
basis over the life of each security. The weighted average yield for
each maturity range was computed using the acquisition price of each
security in that range.
(2) Yields on securities of state and political subdivisions are stated on
a taxable-equivalent basis, using a tax rate of 34%.
LOAN PORTFOLIO
Types of Loans
Management believes that the Company's loan portfolio is adequately
diversified. The loan portfolio contains no foreign or energy-related loans
or significant concentrations in any one industry, with the exception of real
estate mortgage loans, which constituted approximately 42% of the Company's
loan portfolio as of December 31, 1996. The amount of loans outstanding at
the indicated dates is shown in the following table according to type of
loans.
December 31,
1996 1995
(Dollars in Thousands)
Commercial, financial and agricultural $26,979,410 $18,501,460
Real estate - construction 9,295,969 4,718,003
Real estate - mortgage 32,735,336 28,031,580
Consumer instalment 9,065,266 5,984,667
Other 644,999 141,776
78,720,980 57,377,486
Unearned income (751,489) (312,101)
Allowance for loan losses (1,445,365) (718,057)
Loans, net $76,524,126 $56,347,328
Total loans as of December 31, 1996 are shown in the following table
according to maturity or repricing opportunities (1) one year or less, (2)
after one year through five years, and (3) after five years.
(Dollars in Thousands)
Maturity or Repricing Within:
One year or less $ 56,253
After one year through five years 16,845
After five years 4,871
$ 77,969
The following table summarizes loans at December 31, 1996 with the due
dates after one year which (1) have predetermined interest rates and (2)
have floating or adjustable interest rates.
(Dollars in Thousands)
Predetermined interest rates $ 21,226
Floating or adjustable interest rates 490
$ 21,716
Records were not available to present the above information in each category
listed in the first paragraph above and could not be reconstructed without
undue burden.
Nonperforming Loans
The following table presents, at the dates indicated, the aggregate of
nonperforming loans for the categories indicated.
<PAGE>
December 31,
1996 1995
(Dollars in Thousands)
Loans accounted for on a nonaccrual basis $ 468 $ 411
Instalment loans and term loans contractually
past due ninety days or more as to interest
or principal payments and still accruing 552 8
Loans, the terms of which have been
renegotiated to provide a reduction or
deferral of interest or principal
because of deterioration in the
financial position of the borrower - -
Loans now current about which there
are serious doubts as to the
ability of the borrower to comply
with present loan repayment terms - 483
In the opinion of management, any loans classified by regulatory authorities
as doubtful, substandard or special mention that have not been disclosed
above do not (i) represent or result from trends or uncertainties which
management reasonably expects will materially impact future operating
results, liquidity or capital resources, or (ii) represent material credits
about which management is aware of any information which causes management
to have serious doubts as to the ability of such borrowers to comply with
the loan repayment terms. Any loans classified by regulatory authorities as
loss have been charged off.
Commitments and Lines of Credit
In the ordinary course of business, the Bank has granted commitments to
extend credit to approved customers. Generally, these commitments to extend
credit have been granted on a temporary basis for seasonal or inventory
requirements and have been approved by the Bank's Board of Directors. The
Bank has also granted commitments to approved customers for standby letters
of credit. These commitments are recorded in the financial statements when
funds are disbursed or the financial instruments become payable. The Banks
use the same credit policies for these off balance sheet commitments as they
do for financial instruments that are recorded in the consolidated financial
statements. Commitments generally have fixed expiration dates or other
termination clauses and may require payment of a fee. Since many of the
commitment amounts expire without being drawn upon, the total commitment
amounts do not necessarily represent future cash requirements.
Following is a summary of the commitments outstanding at December 31, 1996
and 1995.
1996 1995
(Dollars in Thousands)
Commitments to extend credit $ 12,476 $ 10,299
Standby letters of credit 735 504
$ 13,211 $ 10,803
SUMMARY OF LOAN LOSS EXPERIENCE
The provision for possible loan losses is created by direct charges to
operations. Losses on loans are charged against the allowance in the period
in which such loans, in management's opinion, become uncollectible.
Recoveries during the period are credited to this allowance. The factors
that influence management's judgment in determining the amount charged to
operating expense are past loan experience, composition of the loan
portfolio, evaluation of possible future losses, current economic conditions
and other relevant factors. The Company's allowance for loan losses was
approximately $1,445,000 at December 31, 1996, representing 1.85% of year
end total loans outstanding, compared with $718,000 at December 31, 1995,
which represented 1.24% of year end total loans outstanding. The allowance
for loan losses is reviewed quarterly based on management's evaluation of
current risk characteristics of the loan portfolio, as well as the impact of
prevailing and expected economic business conditions. Management considers
the allowance for loan losses adequate to cover possible loan losses on the
loans outstanding.
Allocation of the Allowance for Loan Losses
The following table sets forth the breakdown of the allowance for loan losses
by loan category for the periods indicated. Management believes the
allowance can be allocated only on an approximate basis. The allocation of
the allowance to each category is not necessarily indicative of future losses
and does not restrict the use of the allowance to absorb losses in any other
category.
At December 31,
1996 1995 1994
Percent of Percent of Percent of
Loans in Loans in Loans in
Category Category Category
to Total to Total to Total
Amount Loans Amount Loans Amount Loans
------ ----- ------ ----- ------ -----
Commercial, financial,
industrial and agricultural
$ 637 34% $ 269 32% $ 285 35%
Real estate 556 54 348 57 290 55
Consumer 185 12 65 11 50 10
Unallocated 67 - 36 - 31 -
$1,445 100% $ 718 100% $ 656 100%
The following table presents an analysis of the Company's loan loss
experience for the periods indicated:
December 31,
1996 1995
(Dollars in Thousands)
Average amount of loans outstanding $ 76,834 $ 53,321
Balance of reserve for possible loan losses at
beginning of period $ 718 $ 656
Charge-offs:
Commercial, financial and agricultural (63) (114)
Real estate - (100)
Consumer (208) (124)
Recoveries:
Commercial, financial and agricultural 7 2
Real estate - -
Consumer 16 16
Net charge-offs (248) (320)
Additions to reserve charged to operating expenses 975 382
Balance of reserve for possible
loan losses $ 1,445 $ 718
Ratio of net loan charge-offs to average loans .32% .60%
DEPOSITS
Average amount of deposits and average rate paid thereon, classified as to
noninterest-bearing demand deposits, interest-bearing demand and savings
deposits and time deposits, for the periods indicated are presented below.
Year Ended December 31,
1996 1995
Amount Rate Amount Rate
(Dollars in Thousands)
Noninterest-bearing demand deposits
$ 7,836 - % $ 6,047 - %
Interest-bearing demand and
savings deposits 13,063 3.11 14,197 3.09
Time deposits 53,259 5.88 38,144 5.97
Total deposits $74,158 $58,388
The amounts of time certificates of deposit issued in amounts of $100,000
or more as of December 31, 1996, are shown below by category, which is based
on time remaining until maturity of (1) three months or less, (2) over three
through twelve months and (3) over twelve months.
(Dollars in
Thousands)
Three months or less $ 4,569
Over three through twelve months 7,512
Over twelve months 1,527
Total $ 13,608
RETURN ON ASSETS AND SHAREHOLDERS' EQUITY
The following rate of return information for the periods indicated is
presented below.
Year Ended December 31,
1996 1995
Return on assets (1) (1.19)% 0.02 %
Return on equity (2) (11.48) 0.14
Dividends payout ratio (3) - -
Equity to assets ratio (4) 10.32 12.93
(1) Net income divided by average total assets.
(2) Net income divided by average equity.
(3) Dividends declared per share divided by net income per share.
(4) Average equity divided by average total assets.
D. Employees.
As of December 31, 1996, GIFH and its subsidiaries employed the
equivalent of 87 employees.(1) Management believes that its employee
relations are good. There are no collective bargaining agreements covering
any of the employees.
(1)As of March 17, 1997, because of staff reductions primarily attributable
to mortgage operations being shifted from FBMC to the Bank, the Company
employed the equivalent of 78 employees.
E.Supervision and Regulations.
Bank holding companies and banks are extensively regulated under both Federal
and state law. The following is a brief summary of certain statutes and
rules and regulations affecting the Company and the Bank and to a more
limited extent, FBMC and FCC. This summary is qualified in its entirety by
reference to the particular statute and regulatory provision referred to
below and is not intended to be an exhaustive description of the statutes or
regulations applicable to the business of the Company and its subsidiaries.
The scope of regulation and permissible activities of the Company and its
subsidiaries is subject to change by future federal and state legislation.
Supervision, regulation, and examination of the Company and the Bank by the
bank regulatory agencies are intended primarily for the protection of
depositors rather than shareholders of the Company.
The Company is a registered holding company under the Federal Bank Holding
Company Act and the Georgia Bank Holding Company Act and is regulated under
such acts by the Federal Reserve and by the Georgia Department of Banking and
Finance (the "Georgia Department"), respectively.
As a bank holding company, the Company is required to file annual reports
with the Federal Reserve and the Georgia Department and such additional
information as the applicable regulator may require pursuant to the Federal
and Georgia Bank Holding Company Acts. The Federal Reserve and the Georgia
Department may also conduct examinations of the Company to determine whether
the Company is in compliance with both Bank Holding Company Acts and the
regulations promulgated thereunder.
The federal Bank Holding Company Act also requires every bank holding company
to obtain the prior approval of the Federal Reserve before acquiring direct
or indirect ownership or control of more than 5% of the voting shares of any
bank or all or substantially all of the assets of a bank, and before merging
or consolidating with another bank holding company. Acquisitions of any
additional banks would also require prior approval from the Georgia
Department.
The Federal Reserve (pursuant to regulation and published statements) has
maintained that a bank holding company must serve as a source of financial
strength to its subsidiary banks. In adhering to the Federal Reserve policy,
the Company may be required to provide financial support to the Bank at a
time when, absent such Federal Reserve policy, the Company may not deem it
advisable to provide such assistance. Similarly, the Federal Reserve also
monitors the financial performance and prospects of non-bank subsidiaries
such as FBMC and FCC with an inspection process to ascertain whether these
non-banking subsidiaries enhance or detract from the Company's ability to
serve as a source of strength for the Bank. There is otherwise no federal
regulation of the activities of FBMC and FCC.
Prior to the enactment of the Interstate Banking and Branching Efficiency Act
of 1994 (the "Riegle-Neal Act"), interstate expansion of bank holding
companies was prohibited, unless such acquisition was specifically authorized
by a statute of the state in which the target bank was located. Pursuant to
the Riegle-Neal Act, effective September 29, 1995 an adequately capitalized
and adequately managed bank holding company may acquire a bank across state
lines, without regard to whether such acquisition is permissible under state
law. A bank holding company is considered to be "adequately capitalized" if
it meets all applicable federal regulatory capital standards. While the
Riegle-Neal Act precludes a state from entirely insulating its banks from
acquisition by an out-of-state holding company, a state may still provide
that a bank may not be acquired by an out-of-state company unless the bank
has been in existence for a specified number of years, not to exceed five
years. Additionally, the Federal Reserve is directed not to approve an
application for the acquisition of a bank across state lines if (i) the
applicant bank holding company, including all affiliated insured depository
institutions, controls, or after the acquisition would control, more than ten
percent of the total amount of deposits of all insured depository
institutions in the United States (the "ten percent concentration limit") or
(ii) the acquisition would result in the holding company controlling thirty
percent or more of the total deposits of insured depository institutions in
any state in which the holding company controlled a bank or branch
immediately prior to the acquisition (the "thirty percent concentration
limit"). States may waive the thirty percent concentration limit, or may
make the limits more or less restrictive, so long as they do not discriminate
against out-of-state bank holding companies.
The Riegle-Neal Act also provides that, beginning on June 1, 1997, banks
located in different states may merge and operate the resulting institution
as a bank with interstate branches. However, a state may (i) prevent
interstate branching through mergers by passing a law prior to June 1, 1997
that expressly prohibits mergers involving out-of-state banks or (ii) permit
such merger transactions prior to June 1, 1997. Under the Riegle-Neal Act,
an interstate merger transaction may involve the acquisition of a branch of
an insured bank without the acquisition of the bank itself, but only if the
law of the state in which the branch is located permits this type of
transaction.Under the Riegle-Neal Act, a state may impose certain conditions
on a branch of an out-of-state bank resulting from an interstate merger so
long as such
conditions do not have the effect of discriminating against out-of-state
banks or bank holding companies, other than on the basis of a requirement of
nationwide reciprocal treatment. The ten percent concentration limit and the
thirty percent concentration limit described above, as well as the rights of
the states to modify or waive the thirty percent concentration limit, apply
to interstate bank mergers in the same manner as they apply to the
acquisition of out-of-state banks. A bank resulting from an interstate
merger transaction may retain and operate any office that any bank involved
in the transaction was operating immediately before the transaction. After
completion of the transaction, the resulting bank may establish or acquire
additional branches at any location where any bank involved in the
transaction could have established <PAGE>
or acquired a branch. The Riegle-Neal
Act also provides that the appropriate
federal banking agency may approve an application by a bank to establish and
operate an interstate branch in any state that has in effect a law that
expressly permits all out-of-state banks to establish and operate such a
branch.
In response to the Riegle-Neal Act, effective June 1, 1997, Georgia will
permit interstate branching, although only through merger and acquisition.
In addition, Georgia law provides that a bank may not be acquired by an
out-of-state company unless the bank has been in existence for five years.
Georgia has also adopted the thirty percent concentration limit, but permits
state regulators to waive it on a case-by-case basis.
As a state-chartered bank, the Bank is examined and regulated by the Georgia
Department and the FDIC. The Georgia Department requires every Georgia bank
holding company to obtain the prior approval of the Department before
acquiring more than 5% of the voting shares of any bank or all or
substantially all of the assets of a bank, or before merging or consolidating
with any other bank holding company. A Georgia bank holding company is
generally prohibited from acquiring ownership or control of 5% or more of the
voting shares of a bank unless the bank being acquired is either a bank for
purposes of the federal Bank Holding Company Act, or a federal or state
savings and loan association or savings bank or federal savings bank whose
deposits are insured by the Federal Savings and Loan Insurance Corporation
and such bank has been in existence and continuously operating as a bank for
a period of five years or more prior to the date of application to the
Department for approval of such acquisition.
Pursuant to regulations adopted by the Georgia Department, the Bank must have
the approval of the Commissioner to pay cash dividends, unless at the time of
such payment (i) the total classified assets at the most recent examination
of such bank do not exceed 80% of the equity capital as reflected by such
examination; (ii) the aggregate amount of dividends declared or anticipated
to be declared in the calendar year does not exceed 50% of the net profits,
after taxes but before dividends, for the previous calendar year; and (iii)
the ratio of equity capital to adjusted total assets is not less than 6%.
The Bank is also subject to the Georgia banking and usury laws restricting
the amount of interest which it may charge in making loans or other
extensions of credit.
With respect to expansion, the Bank is currently prohibited from establishing
branch offices or facilities outside of the county in which its main office
is located, except (i) in adjacent counties in certain situations, or (ii) by
means of merger or consolidation with a bank which has been in existence for
at least five years. In addition, in the case of a merger or consolidation,
the acquiring bank must have been in existence for at least 24 months prior
to the merger. However, Georgia, effective July 1, 1996, permits the
subsidiary bank(s) of any bank holding company then engaged in the banking
business in the State of Georgia to establish, de novo, upon receipt of
required regulatory approval, an aggregate of up to three additional branch
banks in any county within the State of Georgia. Effective July 1, 1998,
this same Georgia law will permit, with required regulatory approval, the
establishment of de novo branches in an unlimited number of counties within
the State of Georgia by the subsidiary bank(s) of bank holding companies then
engaged in the banking business in the State of Georgia. This law could
result in increased competition in the Bank's market area.
<PAGE>
Both GIFH and the Bank are subject to regulatory capital requirements imposed
by the Federal Reserve and the FDIC. The capital adequacy guidelines issued
by the Federal Reserve are applied to bank holding companies on a
consolidated basis with the banks owned by the holding company. The FDIC's
risk-based capital guidelines apply directly to a state bank regardless of
whether it is a subsidiary of a bank holding company. Under both agencies'
requirements, banking organizations must have capital (as defined in the
rules) equivalent to 8% of risk-weighted assets. The risk weights assigned
to assets are based primarily on credit risk. For example, securities with
an unconditional guarantee by the United States government are assigned the
least risk category. A risk weight of 50% is assigned to loans secured by
owner-occupied one-to-four family residential mortgages. The aggregate
amount of assets assigned to each risk category is multiplied by the risk
weight assigned to that category to determine the weighted values, which are
added together to determine total risk-weighted assets.
Both the Federal Reserve and the FDIC also require the maintenance of minimum
capital leverage ratios to be used in tandem with the risk-based guidelines
in assessing the overall capital adequacy of banks and bank holding
companies. Under these rules, banking institutions are required to maintain
a ratio of "Tier 1" capital to total assets (net of goodwill) of 3%. Tier 1
capital includes common stockholders' equity, noncumulative perpetual
preferred stock, and minority interests in the equity accounts of
consolidated subsidiaries.
As of December 31, 1996, GIFH maintained a Tier 1 and a total risk-based
capital ratio of 11.3% and 12.6%, respectively. See also the discussion
under "Capital Adequacy" in Item 6 below.
Both the risk-based capital guidelines and the leverage ratio are minimum
requirements, applicable only to top-rated banking institutions.
Institutions operating at or near these levels are expected to have well
diversified risk, excellent asset quality, high liquidity, good earnings and,
in general, have to be considered strong banking organizations, rated
Composite 1 under the CAMEL rating system for banks or the BOPEC rating
system for bank holding companies. Institutions with lower ratings and
institutions with high levels of risk or experiencing or anticipating
significant growth would be expected to maintain ratios 100 to 200 basis
points above the stated minimums.
The Federal Reserve and the FDIC have proposed a revision to their risk-based
capital guidelines to further ensure that those guidelines take adequate
account of interest rate risk. Interest rate risk is the adverse effect that
changes in market interest rates may have on a bank's financial condition and
is inherent to the business of banking. The agencies have proposed two
alternative methods for assessing a bank's capital adequacy for interest rate
risk. Under the first approach, the banking agencies would establish minimum
capital standards for interest rate risk based on either a supervisory model
or the bank's internal model of measuring risk. Institutions would be
required to have capital sufficient to cover the amount of measured exposure
in excess of the threshold level. The proposed threshold level is a decline
in net economic value equal to 1.0 percent of assets. Under the second
approach, a minimum capital requirement for interest rate risk would not be
set. Instead, examiners would consider results of quantitative measures of
interest rate risk along with other factors in evaluating an institution's
capital adequacy for interest rate risk.
The Federal Deposit Insurance Corporation Improvement Act of 1991 (the
"Act"), enacted on December 19, 1991, provided for a number of reforms
relating to the safety and soundness of the deposit insurance system,
supervision of domestic and foreign depository institutions and improvement
of accounting standards. One aspect of the Act is the requirement that banks
will have to meet certain safety and soundness standards. In order to comply
with the Act, the Federal Reserve and the FDIC implemented regulations
defining operational and managerial standards relating to internal controls,
loan documentation, credit underwriting, interest rate exposure, asset
growth, director and officer compensation, asset quality, earnings and stock
valuation.
F.Monetary Policies.
The results of operations of the Bank are affected by credit policies of
monetary authorities, particularly the Federal Reserve. The instruments of
monetary policy employed by the Federal Reserve include open market
operations in U.S. Government securities, changes in the discount rate on
member bank borrowings, changes in reserve requirements against member bank
deposits and limitations on interest rates which member banks may pay on time
and savings deposits. In view of the changing conditions in the national
economy and the money markets, as well as the effect of action by monetary
and fiscal authorities, including the Federal Reserve, no prediction can be
made as to possible future changes in interest rates, deposit levels, loan
demand or the business and earnings of the Bank.
Item 2. Description of Property.
GIFH's executive officers are housed in a two-story, free standing building
which is part of an office condominium complex at 200 Plantation Chase, St.
Simons Island, Georgia 31522. GIFH purchased the building in February, 1996.
The building is subject to a mortgage in favor of NationsBank to secure a
loan from NationsBank to GIFH in the original principal amount of $280,000.
GIFH may attempt to sub-lease excess space in the building.
The Bank owns the building which houses its main branch and support service
facilities. It is located at 2812 Cypress Mill Road, Brunswick, Georgia
31521, adjacent to the Brunswick Mall. The one and one-half story free
standing structure is configured for retail banking operations as well as for
executive offices for officers of the Bank. In addition, the Bank owns a
building located at 3811 Frederica Road, St. Simons Island, Georgia 31522.
The Bank operates a full service branch in this building, provides space for
an operating branch office of FBMC, and, until September 1996, provided space
for FBMC's corporate offices.
In September 1996, FBMC moved its corporate offices from the Bank's St.
Simons Island facility into an approximately 8,000 square foot office located
at 777 Gloucester Street, Suite 300, Brunswick, Georgia 30512. These offices
are subject to a two-year lease ending in August 1998. As part of the
restructuring of the Company's mortgage lending operations discussed in Item
1 above, FBMC closed its corporate offices in the fourth quarter of 1996 and
vacated the Gloucester Street premises. As of March 17, 1997, FBMC was
subletting its former Blairsville, Georgia office on a month-to-month basis
and was attempting to sub-lease the Gloucester Street premises.
<PAGE>
FCC's corporate offices are located at 3423 Fourth Street, Building 5, Unit
B, Brunswick, Georgia 31520. Those offices are subject to a three-year
lease ending in August, 1998. FCC conducts business out of various
office/retail spaces on either a month-to-month basis or subject to term
leases. All leasing arrangements by both FBMC and FCC are commercially
reasonable, and, except for FBMC's Frederica Road facility, which it leased
from the Bank, all facilities are leased from non-affiliated third parties.
The locations and lease periods are as follows:
Address Term End of Current
Term
FBMC
Seasons Inn & Plaza
Blairsville, GA 30512 two years July 1998
777 Gloucester Street, Suite 300
Brunswick, GA 30512 two years August 1998
3811 Frederica Road
St. Simons Island, GA 31522 month-to-month
6401 Poplar Avenue, Suite 324
Memphis, TN 38119
(closed January, 1997) one year December 1996
FCC
122 Altama Connector
Brunswick, GA 31525 5 years October 2001
1601 M Highway 40 East
Kingsland, GA 31548 5 years June 2001
6409 Abercorn Street,
Suites A & B-1,
Savannah, GA 31405 5 years May 2000
2507-C Plant Avenue,
Waycross, GA 31501 2 years July 1998
4015-I Washington Road,
Martinez, GA 30907 1 year February 1998
620 Highway 80
Garden City, GA 31408 1 year August 1997
Management of GIFH believes that all of its properties are suitable and
adequate for their intended purposes, and that GIFH has adequate insurance in
place as would be considered prudent for their uses. Management further
believes that all of the properties leased for terms, as well as those
occupied on a month-to-month basis, could be replaced with other suitable and
adequate facilities available from time to time in the market place.
<PAGE>
Item 3.Legal Proceedings.
Representatives of the Georgia Department, the Federal Reserve Bank of
Atlanta, and the FDIC attended a December 9, 1996, meeting of the Company's
Board of Directors to discuss certain findings resulting from a suspended
examination of the Company and its subsidiaries that took place in November
1996. During the meeting, the representatives of these regulatory
authorities urged the Board of Directors to commit the Company to address
problems determined during the examination process. In response, the Board
of Directors unanimously adopted a resolution (the "Board Resolution") the
text of which has been included as Schedule 1 to the Company's Definitive
Proxy Statement filed with the Securities and Exchange Commission ("SEC") on
February 18, 1997. In the Board Resolution, among other things, the Board
agreed to:
develop and submit to the supervisory authorities a management plan for the
parent company and each of its subsidiaries, which will include, among other
things, the type and number of management positions needed to manage the
affairs of the parent and each subsidiary and a description of the
qualifications required to perform present and anticipated duties of each
management position, including establishment and enforcement of sound
policies and practices;
review the results or recommendations from Arthur Andersen, LLP ("Arthur
Andersen") regarding appropriate internal routine and controls, accounting
systems, policies and procedures, internal loan review, internal audit and
any other areas and develop appropriate steps or procedures to strengthen
noted weaknesses and report the results of the Board's review and the Board's
plans or procedures to strengthen noted weaknesses to the supervisory
authorities within 30 days;
review the scope and adequacy of the annual independent audit as performed
for the prior year end, and as proposed for 1996, with particular emphasis on
the adequacy of the review of internal routine and controls, take appropriate
steps to expand the scope of the proposed 1996 independent audit if necessary
to include any of the areas noted by Arthur Andersen, and report the results
of the Board's review to the supervisory authorities within 60 days;
notify the external auditor in writing that his or her responsibility is to
the entire Board and then any findings or recommendations should be made
directly to the entire Board;
develop a strategic plan for the parent and each subsidiary covering a three
to five year period;
the Company and bank subsidiary will not declare or pay any cash or property
dividend or any other form of capital distribution without the prior written
consent of the supervisory authorities; and
the Company will not incur any additional debt after this resolution is
adopted without prior notification to the supervisory authorities.
Pursuant to the Board Resolution, the Company submitted its first progress
report to the supervisory authorities on January 10, 1997 ("Progress
Report"). In the Progress Report, the Company requested an extension, which
was subsequently granted, to complete its strategic plan and management
study. The Company anticipates submitting its strategic plan and management
study to the supervisory authorities on April 10, 1997. The Progress Report
also contained the Company's 90-day interim operating strategy ("Interim
Plan"). The Interim Plan describes the structure of the Company's board and
addresses the Company's short-term financial goals. In general terms, these
goals include: (i) continuing to reduce expenses at the holding company;
(ii) improving and strengthening the Bank's liquidity and capital by
decreasing the rate of loan growth and selling loan participations, (iii)
improving overall liquidity and capital by reducing FBMC losses through
closing FBMC's offices and transferring FBMC's remaining operations into the
Bank; and (iv) either negotiating additional credit for financing FCC's
growth or closing unprofitable FCC offices. As of the date of this Report,
the Company believes it is in compliance with the reporting requirements of
the Board Resolution.
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted to a vote of security-holders during the fourth
quarter of the fiscal year covered by this report. However, on March 11,
1997, the Company held a special meeting of its shareholders (the "Special
Meeting") to consider various proposals presented by Mr. Gregory S. Junkin
("Mr. Junkin"), Mr. Paul D. Lockyer ("Mr. Lockyer") and Mr. Scott A. Junkin
(collectively, the "Junkin Group"). The significant events leading up to the
Special Meeting and the proposals are summarized below.
Prior to October 17, 1996, Mr. Junkin was Chairman of the Board of the
Company and Chief Executive Officer of the Company, FBMC and FCC. Prior to
October 17, 1996, Mr. Lockyer was the President and Chief Executive Officer
of the Bank. On October 17, 1996, the Board of Directors, voted six to two
(with Messrs. Junkin and Lockyer objecting), to remove Messrs. Junkin and
Lockyer as officers of the Company and as officers and directors of all of
the Bank, FBMC and FCC. As described more fully in the Company's Proxy
Statement dated February 17, 1997 (incorporated by reference herein), the
decision to terminate Messrs. Junkin and Lockyer was based primarily upon
excessive losses and expenses under the leadership of Messrs. Junkin and
Lockyer, and in particular, continuing losses by FBMC. See Item 6 below for
detailed discussion regarding FBMC. On October 17, 1996, J. Thomas Whelchel
became Acting Chairman and CEO of the Company and Michael D. Hodges became
Acting President and CEO of the Bank.
On November 14, 1996, the Junkin Group filed a Form 13D with the SEC
indicating that Mr. Junkin, Mr. Lockyer and Mr. Scott A. Junkin may
constitute a group within the meaning of Rule 13d-5 of the Securities
Exchange Act of 1934 (the "Act"). In addition, the Junkin Group indicated
that they were dissatisfied with the October 17, 1996, actions of the
Company's Board and may seek the removal of certain members of the Board or
the election of their own nominees to the Board.
On December 5, 1996, the Junkin Group filed a Form 13D/A with the SEC
indicating that they had determined to seek the call of a special meeting of
the shareholders of the Company to act on proposals that would result in the
Junkin Group or their nominees constituting all or a majority of the members
of the Board. On December 23, 1996, the Junkin Group sent a Request
Solicitation Request to Shareholders seeking sufficient shareholder consents
to require the Company to call a special meeting of the shareholders. Under
the Company's Bylaws, a Special Meeting of the shareholders must be called
upon the request of more than 25% of the issued and outstanding shares
entitled to vote. On January 17, 1997, Mr. Junkin delivered to the Company
requests for a special meeting from holders of more then the 25% of the
Company's shares.
On January 29, 1997, the Board called the Special Meeting. On January 30,
1997, the Junkin Group issued a notice of special meeting of the shareholders
(the "Notice") to be held on March 11, 1997. The Notice contained the
following proposals:
1.BOARD OF DIRECTORS. To consider and vote upon Proposal A, summarized below
and if Proposal A is not adopted in its entirety, to consider and vote upon
Proposal B, summarized below.
Proposal A:
1.That the number of members constituting the full Board of Directors be
fixed at six (a decrease of two members);
2.That each of J. Thomas Whelchel, Michael D. Hodges, C. Kermit Keenum and L.
McRee Harden be removed as members of the Board of Directors;
3.That Article 3, Section 3.6 of the bylaws of the Company be amended to
state that the shareholders of the Company shall have the right to fill a
vacancy on the Board of Directors (created by the removal of a director) at a
special meeting or an annual meeting; and
4.That two persons nominated by Gregory S. Junkin, Paul D. Lockyer and Scott
A. Junkin be elected to fill the two vacancies on the Board of Directors.
Proposal B:
5.That the number of members constituting the full Board of Directors be
fixed at 13 (an increase of five members); and
6.That five persons nominated by Gregory S. Junkin, Paul D. Lockyer and Scott
A. Junkin be elected to fill the five vacancies on the Board of Directors
resulting from the increase in the number of directors.
2.OTHER BUSINESS. To transact such other business as may properly come
before the Special Meeting or any adjournment thereof.
On January 31, 1997, the Board voted five to two (with Mr. Russell C. Jacobs,
Jr.absent) to solicit proxies of shareholders to vote against Proposal A and
Proposal B. At the meeting, all present directors except Messrs. Junkin and
Lockyer voted to oppose Proposals A and B. The Junkin Group sent proxies
seeking votes FOR Proposals A and B under cover of a Proxy Statement dated
February 11, 1997. The Company sent proxies seeking votes AGAINST Proposals
A and B under cover of a Proxy Statement dated February 17, 1997.
<PAGE>
At the Special Meeting on March 11, 1997, the Company's shareholders voted to
reject the Junkin Group proposals (i.e., Proposal A and Proposal B) in their
entirety by a vote of 1,476,326 shares voting against (or withheld), 689,544
shares voting for, and 178,433 shares abstaining or representing broker
non-votes. As a result of the rejection of Proposal A and Proposal B, the
Company's Board of Directors continues to consist of eight members. The
members are L. McRee Harden, Michael D. Hodges, Russell C. Jacobs, Jr.,
Gregory S. Junkin, C. Kermit Keenum, Paul D. Lockyer, Jimmy D. Veal, and J.
Thomas Whelchel, Jr. Their term lasts until the Company's Annual Meeting and
until their successors have been elected and qualified.
PART II
Item 5.Market for Common Equity and Related Stockholder Matters.
Before April 18, 1996, there was no established market in which shares of
GIFH's Common Stock were regularly traded, nor was there any uniformly quoted
prices for such shares. However, on April 18,1996, the Company common stock
began to be traded on the NASDAQ Small Capitalization market (NASDAQ-
"GIFH"). The price range of the Company's Common Stock from January 1, 1996
to December 31, 1996, was as follows:
High Low
1st Quarter $6.00 $5.00
2nd Quarter $7.00 $5.00
3rd Quarter $6.50 $4.75
4th Quarter $6.00 $4.25
The price range of the Company's units (consisting of one (1) share of Common
Stock and one (1) Class A Warrant) from January 1, 1996 to December 31, 1996,
was as follows:
High Low
1st Quarter $6.50 $5.25
2nd Quarter $7.00 $5.50
3rd Quarter $6.00 $5.50
4th Quarter $6.00 $3.50
As of March 17, 1997, 2,344,303 shares of GIFH's Common Stock (including
shares of Common Stock held in the form of Units) were issued and outstanding
to 1,005 holders of record.
GIFH has not paid dividends since its inception. As discussed in Item 1
above, the Bank's ability to pay dividends is subject to numerous statutory
conditions. Thus, to the extent the source of dividends to be paid by GIFH
is dividends from the Bank, GIFH may continue not to pay dividends in the
near future. Moreover, as discussed in Item 3 above, on December 9, 1996,
the Board passed a resolution providing, among other things, that the Company
and Bank will not declare or pay any cash or property dividend or any other
form of capital distribution without the prior written consent of the
supervisory authorities.
<PAGE>
Item 6.Management's Discussion and Analysis of Financial Condition
And Results of Operations
General
The Company's principal asset is its ownership of the Bank 2and its other
subsidiary financial institutions. Accordingly, the Company's results of
operations are primarily dependent upon the results of operations of the
Bank, FCC and FBMC. The Bank's activities consist of attracting deposits
from the general public and applying those funds to the origination of
commercial, consumer and real estate loans (including commercial loans
collateralized by real estate). FCC's activities consist of originating,
making, acquiring and servicing consumer loans. The Bank's and FCC's
profitability depends primarily on net interest income, which is the
difference between interest income generated from interest-earning assets
(i.e., loans and investments) less the interest expense incurred on
interest-bearing liabilities (i.e., customer deposits and borrowed funds).
Net interest income is affected by the relative amounts of interest-earning
assets and interest-bearing liabilities, and the interest rate paid and
earned on these balances. Net interest income is dependent upon the Bank's
and FCC's interest rate spread, which is the difference between the average
yield earned on its interest-earning assets and the average rate paid on its
interest-bearing liabilities. When interest-earning assets approximates or
exceeds interest-bearing liabilities, any positive interest rate spread will
generate interest income. The interest rate spread is impacted by interest
rates, deposit flows and loan demand. Additionally, and to a lesser extent,
the Bank's and FCC's profitability is affected by such factors as the level
of noninterest income and expenses, the provision for loan losses and the
effective tax rate. Noninterest income consists primarily of loan and other
fees and income from the sale of investment securities. The primary source
of income for FBMC is the fees on originating mortgage loans and the gain on
the sale of mortgage loans to other investors. Noninterest expenses consist
of compensation and benefits, occupancy-related expenses, deposit insurance
premiums paid to the FDIC and other operating expenses.
Results of Operations For Years Ended December 31, 1996 and 1995
The Company's results of operations are determined by its ability to
effectively manage interest income and expense, to minimize loan and
investment losses, to generate noninterest income and to control noninterest
expense. Since interest rates are determined by market forces and economic
conditions beyond the control of the Company, the ability to generate net
interest income is dependent upon the Bank's and FCC's ability to obtain an
adequate spread between the rate earned on interest-earning assets and the
rate paid on interest-bearing liabilities. Thus, the key performance measure
for net interest income is the interest margin or net yield, which is
taxable-equivalent net interest income divided by average earning assets.
Net Interest Income
The primary component of consolidated earnings is net interest income, or the
difference between interest income on interest-earning assets and interest
paid on interest-bearing liabilities. The net interest margin is net
interest income expressed as a percentage of average interest-earning assets.
Interest-earning assets consist of loans, investment securities and Federal
funds sold. Interest-bearing liabilities consist of deposits and other
short-term borrowings. A portion of interest income is earned on tax-exempt
investments, such as state and municipal bonds. In an effort to state this
tax-exempt income and its resultant yield on a basis comparable to all other
taxable investments, an adjustment is made to analyze this income on a
taxable-equivalent basis.
The Company's net interest margin decreased 36 basis points or 6.12% to 5.52%
in 1996 as compared to 5.88% in 1995. The yield on average interest-earning
assets decreased to 10.59% in 1996 as compared to 10.76% in 1995. The
interest rate paid on average interest-bearing liabilities increased to 5.73%
in 1996 as compared to 5.52% in 1995. Net interest income on a
taxable-equivalent basis was $4,828,000 in 1996 as compared to $3,842,000 in
1995, representing an increase of $986,000 or 25.66%. The increase resulted
from an increase of $1,420,000 generated on increased volume and a reduction
of $434,000 due to a decrease in average yield.
Average interest-earning assets increased $22,216,000 to $87,504,000 in 1996
from $65,288,000 in 1995, an increase of 34.03%. Average loans increased
$23,358,000; average investments decreased $926,000; and average Federal
funds sold decreased $216,000. The increase in average interest-earning
assets was funded by an increase of $15,770,000, or 27.01%, in average
deposits to $74,158,000 in 1996 from $58,388,000 in 1995. Approximately 10%
of the average deposits were noninterest-bearing deposits in 1996 and 1995.
Allowance for Loan Losses
The allowance for loan losses represents a reserve for potential losses in
the loan portfolio. The adequacy of the allowance for loan losses is
evaluated periodically based on a review of all significant loans, with a
particular emphasis on nonaccruing, past due and other loans that management
believes require attention.
The provision for loan losses is a charge to earnings in the current period
to replenish the allowance and maintain it at a level management has
determined to be adequate. The provision for loan losses charged to earnings
amounted to $975,000 in 1996 and $382,000 in 1995, representing an increase
of 155.24% in the provision. The increase in the provision resulted from an
increase in average loans of $23,358,000 or 43.81% and management's
evaluation of the loan portfolios and the potential loan risk associated with
certain loans. Net loan charge-offs amounted to approximately $248,000 in
1996 as compared to net loan charge-offs of approximately $320,000 in 1995.
The allowance for loan losses as a percentage of total loans outstanding
amounted to 1.85% at December 31, 1996 as compared to 1.26% at December 31,
1995.
The determination of the amounts allocated for loan losses is based upon
management's judgment concerning factors affecting loan quality and
assumptions about the local and national economy. Management considers the
year-end allowances adequate to cover potential losses in the loan portfolio.
Noninterest Income
Noninterest income amounted to $1,738,000 and $797,000 for the years ended
December 31, 1996 and 1995, respectively. As a percent of total average
assets, noninterest income increased from 1.08% in 1995 to 1.70% in 1996.
<PAGE>
Following is a summary of noninterest income for the years ended December 31,
1996 and 1995.
1996 1995
Noninterest income
Income from origination and sale
of mortgage loans, less related
expenses $ 906,000 $ 312,000
Service charges on deposit accounts 438,000 379,000
Insurance commissions 198,000 82,000
Net realized loss on sales of securities (5,000) (3,000)
Other 201,000 27,000
Total noninterest income $ 1,738,000 $ 797,000
During 1996, the Company expanded its mortgage banking activities through
FBMC as indicated by an increase of $594,000 in income from the sale and
origination of mortgage loans, less related expenses. In late 1996, the
Company adopted a strategic plan to restructure its mortgage banking
activities. A more detailed discussion of the restructuring of mortgage
banking activities appears below.
The increase in service charges on deposit accounts of $59,000, or 15.57%, to
$438,000 in 1996 from $379,000 in 1995 resulted from an increase of 27.01% in
average deposits in 1996 over 1995.
Noninterest Expense
Noninterest expense amounted to $7,237,000 and $4,226,000 for the years ended
December 31, 1996 and 1995, respectively, representing an increase of
$2,971,000 or 69.64%. As a percent of total average assets, noninterest
expense amounted to 7.10% in 1996 as compared to 5.72% in 1995.
Following is a summary of noninterest expense for the years ended December
31, 1996 and 1995.
1996 1995
Noninterest expense
Salaries and employee benefits $ 4,088,000 $ 2,190,000
Equipment expense 509,000 324,000
Occupancy expense 454,000 257,000
Advertising and business development 331,000 199,000
Legal and professional 318,000 217,000
Supplies and printing 271,000 163,000
Telephone 165,000 77,000
Postage and courier 132,000 82,000
Loss on write-down of furniture
and fixtures 146,000 -
Loss on abandonment of lease 148,000 -
Other operating expenses 675,000 717,000
Total noninterest expense $ 7,237,000 $ 4,226,000
Salaries and employee benefits increased $1,898,000 to $4,088,000 in 1996
from $2,190,000 in 1995, representing an increase of 86.67%. Due to increased
activities in the mortgage banking subsidiary, $795,000 represented increases
in salaries and employee benefits of FBMC. Salaries and employee benefits of
the Bank increased $551,000 and was attributable to an increase of
approximately 22% in Bank employees and to termination compensation of
$145,000 for the Bank's former Chief Executive Officer who was terminated in
October 1996. Salaries and employee benefits for the FCC increased $360,000
and was attributable to an increase of approximately 31% in personnel.
Equipment and occupancy expense increased $381,000, or 65.58%, to $962,000 in
1996 from $581,000 in 1995 and was attributable to the addition of a new
building and furnishings for corporate offices and the refurbishing of the
Bank's main office. Advertising and business development expense increased
$132,000, or 33%, to $331,000 in 1996 from $199,000 in 1995. Communication
expense representing telephone, supplies and printing expense increased
$196,000, or 32%, to $436,000 in 1996 from $240,000. The increase in
advertising, business development and communications expenses was
attributable to a great extent to expanded activities in the FCC and FBMC.
Legal and professional expense increased $101,000, or 47%, to $318,000 in
1996 from $217,000 in 1995. Approximately $66,000 of the increase represents
the amounts paid to a consulting firm to examine certain accounting records
of the Company and to develop a strategic plan for the restructuring of the
mortgage banking activities.
In late 1996, the Company determined that it should consider the
restructuring of its mortgage banking activities. A prominent consulting firm
was engaged to review the Company's mortgage banking activities and to
recommend a strategic plan for restructuring its mortgage banking operations.
After reviewing the report and recommendations of the consulting firm,
management determined that it was in the best interest of the Company to
restructure its mortgage banking activities. Specifically the Company has
developed the following plans:
(1)FBMC will discontinue its mortgage banking activities as a separate entity
and will transfer any retained mortgage banking activities to the Bank;
(2)The Bank will no longer accept any "sub prime" paper, also known in the
industry as B, C, and D paper;
(3)All loans held for sale by FBMC will be sold to investors within the first
six months of 1997;
(4)For the immediate future, the Bank will only broker mortgage loans; the
Bank will not fund any mortgage loans held for sale, but will earn an
origination fee for placing the loan with an investor;
(5)Bank's management anticipates that it will continue to fund mortgage loans
for its own portfolio with funds obtained from the Federal Home Loan Bank or
its own deposits.
In late 1996, FBMC recorded a loss on abandonment of a lease in the amount of
$146,000 and recorded a loss on the write down of furniture and fixtures in
the amount of $146,000. These charges represent nonrecurring charges directly
associated with the restructuring of the mortgage banking activities. In
1996, FBMC recorded a net loss after tax benefits of $966,000.
For the year ended December 31, 1996, the Company incurred a net loss of
$1,209,000 compared to net income of $13,000 for the year ended December 31,
1995.
Liquidity and Capital Resources
Liquidity management involves the matching of the cash flow requirements of
customers who may be either depositors desiring to withdraw funds or
borrowers needing assurance that sufficient funds will be available to meet
their credit needs and the ability of the Company to meet those needs. The
Company seeks to meet liquidity requirements primarily through management of
short-term investments (principally Federal funds sold) and monthly
amortizing loans. Another source of liquidity is the repayment of maturing
single payment loans. Also, the Bank maintains relationships with
correspondent banks which could provide funds on short notice, if needed.
Effective March 29, 1997, the Company entered into a credit facility with
American Banking Company, Moultrie, Georgia. Under the facility the Company
will borrow (a) up to $3,500,000 as a term loan to be used for repayment of
the line of credit from Southeastern Bank and (b) up to $1,000,000 as a
revolving line of credit to be used for working capital. The interest rate
with respect to both loans is 1.25% over the Suntrust Bank, Atlanta prime
rate. The term loan calls for interest-only payments for the first 18 months
and for quarterly principal and interest payments over five additional years,
principal being repaid on the basis of a ten year amortization and semi
annual payments of $175,000. The revolving line of credit matures after one
year at which time the outstanding principal would be added to the term loan
and amortized as part of such loan. The loans are secured by a pledge of the
stock of the Bank owned by the Company. The relevant loan agreements are
attached hereto as Exhibit 10(m).
The liquidity and capital resources of the Company and the Bank are monitored
on a periodic basis by state and Federal regulatory authorities. As
determined under guidelines established by these regulatory authorities, the
Bank's liquidity ratio at December 31, 1996 was considered satisfactory. At
that date, the Bank's short-term investments were adequate to cover any
reasonable anticipated immediate need for funds. The Company was aware of no
events or trends likely to result in a material change in their liquidity.
During 1996, the Company's capital decreased by $1,052,000. After recording
an increase in capital of $34,000 for unrealized gains on securities, net of
taxes, an increase of $123,000 from exercise of stock options and issuance of
restricted stock, and recording a decrease of $1,209,000 for net loss from
operations, total capital decreased $1,052,000 to $9,749,000 from $10,801,000
at December 31, 1995.
At December 31, 1996, the Company had no binding commitments outstanding for
capital expenditures.
In accordance with risk capital guidelines issued by the Federal Reserve
Board, the Company is required to maintain a minimum standard of total
capital to weighted risk assets of 8%. Additionally, all member banks must
maintain "core" or "Tier 1" capital of at least 4% of total assets ("leverage
ratio"). Member banks operating at or near the 4% capital level are expected
to have well-diversified risks, including no undue interest rate risk
exposure, excellent control systems, good earnings, high asset quality, and
well managed on- and off-balance sheet activities; and, in general, be
considered strong banking organizations with a composite 1 rating under the
CAMEL rating system of banks. For all but the most highly rated banks
meeting the above conditions, the minimum leverage ratio is to be 4% plus an
additional 100 to 200 basis points.
The following table summarizes the regulatory capital levels of the Company
at December 31, 1996.
Actual Required
Excess Amount Percent Amount Percent
Amount Percent
(Dollars in Thousands)
Leverage capital $ 9,604 9.36% $4,103 4.00% $5,501 5.36%
Risk-based capital:
Core capital 9,604 11.33 3,390 4.00 6,214 7.33
Total capital 10,669 12.59 6,780 8.00 3,889 4.59
The Bank also met its individual regulatory capital requirements at
December 31, 1996.
Item 7.Financial Statements and Supplementary Data.
The following financial statements are contained in this Item 7:
Independent Auditors' Report
Consolidated Balance Sheets at December 31, 1996 and 1995
Consolidated Statements of Income for the years ended December 31, 1996 and
1995
Consolidated Statement of Changes in Stockholders' Equity for the years ended
December 31, 1996 and 1995
Consolidated Statements of Cash Flow for the years ended December 31, 1996
and 1995
Notes to Consolidated Financial Statements
GOLDEN ISLES FINANCIAL HOLDINGS, INC.
AND SUBSIDIARIES
CONSOLIDATED FINANCIAL REPORT
DECEMBER 31, 1996
TABLE OF CONTENTS
Page
INDEPENDENT AUDITOR'S REPORTS 38 and 39
FINANCIAL STATEMENTS
Consolidated balance sheets 40
Consolidated statements of operations 41
Consolidated statements of stockholders' equity 42
Consolidated statements of cash flows 43 and 44
Notes to consolidated financial statements 45-71
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors
Golden Isles Financial Holdings, Inc.
and Subsidiaries
St. Simons Island, Georgia
We have audited the accompanying consolidated balance sheet of Golden Isles
Financial Holdings, Inc. and Subsidiaries as of December 31, 1996 and the
related consolidated statements of operations, stockholders' equity and cash
flows for the year then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit. The financial
statements of Golden Isles Financial Holdings, Inc. and subsidiaries for the
year ended December 31, 1995 were audited by other auditors whose report,
dated February 23, 1996, expressed an unqualified opinion on those
statements.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Golden
Isles Financial Holdings, Inc. and subsidiaries as of December 31, 1996, and
the results of their operations and their cash flows for the year then ended,
in conformity with generally accepted accounting principles.
/S/ MAULDIN & JENKINS, LLC
Albany, Georgia
February 21, 1997
Independent Auditors' Report
Board of Directors
Golden Isles Financial Holdings, Inc.
St. Simons Island, Georgia 31522
We have audited the accompanying consolidated balance sheets of Golden Isles
Financial Holdings, Inc. and subsidiaries (collectively,"GIFH") as of
December 31, 1995, and the related consolidated statement of income, changes
in shareholders' equity, and cash flows for the year then ended. These
financial statements are the responsibility of GIFH's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of GIFH at December 31, 1995, and the results of its operations and its cash
flows for the year then ended, in conformity with generally accepted
accounting principles.
/S/ Francis & Co., CPAs
Atlanta, Georgia
February 23, 1996 <PAGE>
GOLDEN ISLES FINANCIAL HOLDINGS, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1996 AND 1995
Assets 1996 1995
Cash and due from banks $ 3,388,766 $ 3,518,530
Interest-bearing deposits in banks 862,070 48,698
Federal funds sold 8,640,000 5,010,000
Securities available for sale, at
fair value (Note 2) 8,025,653 6,026,686
Securities held to maturity, at cost
(fair value $2,031,272 and $2,255,620)
(Note 2) 2,053,844 2,273,605
Loans held for sale 6,323,719 7,842,230
Loans (Note 3) 77,969,491 57,065,385
Less allowance for loan losses 1,445,365 718,057
Loans, net 76,524,126 56,347,328
Premises and equipment, net (Note 4)
4,135,683 3,359,481
Other assets 2,693,703 2,136,532
Total assets $112,647,564 $ 86,563,090
Liabilities and Stockholders' Equity
Deposit s
Noninterest-bearing demand $ 7,153,576 $ 7,366,505
Interest-bearing demand 12,812,026 12,378,828
Savings 1,261,175 883,626
Time, $100,000 and over 13,608,161 10,454,220
Other time 47,973,230 36,945,063
Total deposits 82,808,168 68,028,242
Notes payable (Note 6) 14,135,473 2,849,683
Federal Home Loan Bank borrowings
(Note 7) 4,444,643 4,185,214
Other liabilities 1,510,105 699,161
Total liabilities 102,898,389 75,762,300
See Notes to Consolidated Financial Statements.
GOLDEN ISLES FINANCIAL HOLDINGS, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Continued)
DECEMBER 31, 1996 AND 1995
1996 1995
------ ------
Commitments and contingent liabilities (Note 10)
Stockholders' equity
Common stock, no par value; 50.0 million
shares authorized; 2,344,303 and
2,336,982 shares issued and
outstanding $ 1,094,338 $ 1,094,338
Capital surplus 9,972,568 9,849,147
Retained deficit (1,348,848) (140,182)
Unrealized gains (losses) on
securities available for sale,
net of taxes 31,117 (2,513)
Total stockholders' equity
9,749,175 10,800,790
Total liabilities and
stockholders' equity $112,647,564 $86,563,090
See Notes to Consolidated Financial Statements
GOLDEN ISLES FINANCIAL HOLDINGS, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1996 AND 1995
1996 1995
Interest income
Interest and fees on loans $ 8 ,642,292 $ 6,331,387
Interest on taxable securities 514,438 554,782
Interest on nontaxable securities 1,007 12,081
Interest on deposits in other banks 6,355 4,385
Interest on Federal funds sold 102,863 115,145
Total interest income 9,266,955 7,017,780
Interest expense
Interest on deposits 3,535,961 2,713,941
Interest on other borrowings 903,634 466,816
Total interest expense 4,439,595 3,180,757
Net interest income 4,827,360 3,837,023
Provision for loan losses (Note 3) 975,085 382,257
Net interest income after provision
for loan losses 3,852,275 3,454,766
Other income
Income from origination and sale
of mortgage loans, less related
expenses 905,956 311,970
Service charges on deposit accounts 437,732 378,930
Insurance commissions 198,566 81,682
Net realized loss on sales of securities (4,573) (2,932)
Other 200,597 27,149
Total other income 1,738,278 796,799
See Notes to Consolidated Financial Statements.
GOLDEN ISLES FINANCIAL HOLDINGS, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (Continued)
YEARS ENDED DECEMBER 31, 1996 AND 1995
1996 1995
Other expense
Salaries and employee benefits $4,088,265 $2,190,291
Equipment expense 508 ,881 32 4,102
Occupancy expense 453,585 256,894
Advertising and business development
331,161 198,601
Legal and professional 318,062 217,263
Supplies and printing 271,095 162,764
Telephone 165,383 77,024
Postage and courier 132,171 82,356
Loss on write-down of furniture
and fixtures 145,769 -
Loss on
abandonment of lease 148,316 -
Other
operating expenses 674,564 716,645
Total other
expense 7,237,252 4,225,940
Income (loss) before
income tax (benefit) (1,646,699) 25,625
Applicable income tax (benefit)
(Note 9) (438,033) 12,728
Net income
(loss) $(1,208,666) $ 12,897
Per share of common stock
Net income (loss) $ (0.52) $ 0.01
See Notes to Consolidated Financial Statements.
GOLDEN ISLES FINANCIAL HOLDINGS, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1996 AND 1995
Unrealized
Gains
(Losses)
on Securities
Available Total
Common Stock Capital Retained for sale Stockholders'
Shares Par Value Surplus Deficit Net of Taxes Equity
Balance, December 31, 1994
1,377,182 $1,094,338 $4,353,632 $(153,079) $(109,520) $ 5,185,371
Net income - - - 12,897 - 12,897
Proceeds from sale
of stock, net of
stock offering
expense 897,230 - 5,456,457 - - 5,456,457
Issuance of restricted stock
62,570 - - - - -
Vesting of restricted stock
- - 39,058 - - 39,058
Net change in unrealized gains
(losses) on securities
available for sale,
net of taxes - - - 107,007 107,007
Balance, December 31, 1995
2,336,982 1,094,338 9,849,147 (140,182) (2,513) 10,800,790
Net loss - - - (1,208,666) - (1,208,666)
Proceeds from exercise of
stock warrants 7,321 - 53,077 - - 53,077
Vesting of restricted stock
- - 70,344 - 70,344
Net change in unrealized gains
(losses) on securities
available for sale,
net of taxes - - 33,630 33,630
Balance, December 31, 1996
2,344,303 $1,094,338 $9,972,568 $(1,348,848) $ 31,117 $ 9,749,175
See Notes to Consolidated Financial Statements.
GOLDEN ISLES FINANCIAL HOLDINGS, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1996 AND 1995
1996 1995
OPERATING ACTIVITIES
Net income (loss) $ (1,208,666) $ 12,897
Adjustments to
reconcile net income
(loss) to net cash provided by
operating activities:
Depreciation 67,966 165,593
Amortization 26,677 3,911
Provision
for loan losses 975,085 382,257
(Increase)
decrease in loans held
for sale, net 1,518,511 (7,842,230)
Loss on write-down of furniture
and fixtures 145,769 -
Loss on
abandonment of lease 148,316 -
Net realized loss on securities
transactions 4,573 2,932
Increase in other assets (358,911) (515,576)
Increase in
other liabilities 662,628 95,119
Total adjustments 3,490,614 (7,707,994)
Net cash provided by operating
activities 2,281,948 (7,695,097)
INVESTING ACTIVITIES
Increase in
interest-bearing deposits
in bank (813,372) (48,698)
Increase in Federal funds sold (3,630,000) (5,010,000)
Available for sale securities:
Proceeds from sales and calls 1,000,000 1,576,061
Proceeds from maturities and paydowns
2,091,676 1,016,450
Purchases (5,044,262) (1,735,175)
Held to maturity securities:
Proceeds
from maturities and paydowns 219,761 2,162,710
Purchases - (256,114)
Increase in
loans, net (21,078,327) (11,499,228)
Purchase of
premises and equipment (1,246,452) (2,358,119)
Purchase of land held for investment
(301,502) -
Purchase of Federal Home Loan Bank stock
(57,800) (447,200)
Net cash
used in investing
activities (28,860,278) (16,599,313)
GOLDEN ISLES FINANCIAL HOLDINGS,INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
YEARS ENDED DECEMBER 31, 1996 AND 1995
FINANCING ACTIVITIES
Net increase in deposits $14,779,926 $17,939,562
Proceeds from issuance of common stock - 5,456,457
Vesting of restricted stock 70,344 39,058
Proceeds from exercise of stock warrants 53,077 -
Decrease in federal funds purchased - (1,130,000)
Increase in Federal Home Loan Bank
borrowings 259,429 4,185,214
Net increase (decrease) in notes payable 11,285,790 (500,317)
Net cash provided by financing
activities 26,448,566 25,989,974
Net increase (decrease) in cash and due
from banks (129,764) 1,695,564
Cash and due from banks at beginning
of year 3,518,530 1,822,966
Cash and due from banks at end of year $ 3,388,766 $ 3,518,530
SUPPLEMENTAL DISCLOSURES
Cash paid for (received from):
Interest $ 4,897,812 $ 2,563,574
Income taxes $ (242,332) $ 290,666
NONCASH TRANSACTIONS
Net change in unrealized losses on
securities available for sale $ (50,954) $ (171,059)
Net transfer of property from
premises
and equipment to other assets $ 102,284 $ -
See Notes to Consolidated Financial Statements.
GOLDEN ISLES FINANCIAL HOLDINGS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business
Golden Isles Financial Holdings, Inc. (the "Company") is a bank holding
company whose business is conducted by its wholly-owned subsidiaries, The
First Bank of Brunswick (the "Bank"), First Credit Service Corporation
("FCC") and First Bank Mortgage Corporation ("FBMC"). The Bank is a
commercial bank located in Brunswick, Glynn County, Georgia with one branch
located on St. Simons Island, Georgia. The Bank provides a full range of
ba2nking services in its primary market area of Glynn County and the
surrounding southeastern portion of the State of Georgia. FCC is a finance
company with operations in Brunswick, Savannah, Kingsland, Martinez and
Waycross, Georgia. FBMC engages in the origination, purchase and sale of
mortgage loans through offices in several states in the southeastern United
States.
Basis of Presentation
The consolidated financial statements include the accounts of the Company and
its subsidiaries. Significant intercompany transactions and accounts are
eliminated in consolidation.
The accounting and reporting policies of the Company conform to generally
accepted accounting principles and general practices within the financial
services industry. In preparing the financial statements, management is
required to make estimates and assumptions that affect the reported amounts
of assets and liabilities as of the date of the balance sheet and revenues
and expenses for the period. Actual results could differ from those
estimates.
Reclassification of Certain Items
Certain items in the consolidated financial statements as of and for the year
ended December 31, 1995 have been reclassified, with no effect on net income,
to be consistent with the classifications adopted for the year ended December
31, 1996.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Cash and Due from Banks
Cash on hand, cash items in process of collection, and amounts due from banks
are included in cash and due from banks.
The Company maintains amounts due from banks which, at times, may exceed
Federally insured limits. The Company has not experienced any losses in such
accounts.
Securities
Securities are classified based on management's intention on the date of
purchase. Securities which management has the intent and ability to hold to
maturity are classified as securities held to maturity and reported at
amortized cost. All other debt securities are classified as securities
available for sale and carried at fair value with net unrealized gains and
losses included in stockholders' equity net of tax.
Interest and dividends on securities, including amortization of premiums and
accretion of discounts, are included in interest income. Realized gains and
losses from the sales of securities are determined using the specific
identification method.
Loans Held for Sale
Loans held for sale include primarily mortgage loans and are carried at the
lower of aggregate cost or fair value. The Company purchases and sells real
estate mortgage loans in the secondary market. Loans originated pending sale
are classified as loans held for sale. All loans are sold subject to a
recourse provision relating only to documentation deficiencies. Gains and
losses resulting from sales of mortgage loans are recognized in the period
the sale occurs, as the recourse provisions do not significantly affect the
earning process.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Loans
Loans are carried at their principal amounts outstanding less unearned income
and the allowance for loan losses. Interest income on most loans is credited
to income based on the principal amount outstanding. Interest on some
consumer finance loans is credited to income based on the
sum-of-the-months-digits method, the results of which are not materially
different from generally accepted accounting princples.
Loan origination fees and certain direct costs of loans are recognized at the
time the loan is recorded. Because net origination loan fees and costs are
not material, the results of operations are not materially different than the
results which would be obtained by accounting for loan fees and costs in
accordance with generally accepted accounting principles.
The allowance for loan losses is maintained at a level that management
believes to be adequate to absorb potential losses in the loan portfolio.
Management's determination of the adequacy of the allowance is based on an
evaluation of the portfolio, past loan loss experience, current economic
conditions, volume, growth, composition of the loan portfolio, and other
risks inherent in the portfolio. In addition, regulatory agencies, as an
integral part of their examination process, periodically review the Company's
allowance for loan losses, and may require the Company to record additions to
the allowance based on their judgment about information available to them at
the time of their examinations.
The accrual of interest on impaired loans is discontinued when, in
management's opinion, the borrower may be unable to meet payments as they
become due. Interest income is subsequently recognized only to the extent
cash payments are received.
A loan is impaired when it is probable the Company will be unable to collect
all principal and interest payments due in accordance with the terms of the
loan agreement. Individually identified impaired loans are measured based on
the present value of payments expected to be received, using the contractual
loan rate as the discount rate. Alternatively, measurement may be based on
observable market prices or, for loans that are solely dependent on the
collateral for repayment, measurement may be based on the fair value of the
collateral. If the recorded investment in the impaired loan exceeds the
measure of fair value, a valuation allowance is established as a component of
the allowance for loan losses. Changes to the valuation allowance are
recorded as a component of the provision for loan losses.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Premises and Equipment
Premises and equipment are stated at cost less accumulated depreciation.
Depreciation is computed principally by the straight-line method over the
estimated useful lives of the assets.
Other Real Estate Owned
Other real estate owned represents properties acquired through foreclosure.
Other real estate owned is held for sale and is carried at the lower of the
recorded amount of the loan or fair value of the properties less estimated
selling costs. Any write-down to fair value at the time of transfer to other
real estate owned is charged to the allowance for loan losses. Subsequent
gains or losses on sale and any subsequent adjustment to the value are
recorded as other income or expenses.
Income Taxes
Income tax expense consists of current and deferred taxes. Current income
tax provisions approximate taxes to be paid or refunded for the applicable
year. Deferred tax assets and liabilities are recognized on the temporary
differences between the bases of assets and liabilities as measured by tax
laws and their bases as reported in the financial statements. Deferred tax
expense or benefit is then recognized for the change in deferred tax assets
or liabilities between periods.
Recognition of deferred tax balance sheet amounts is based on management's
belief that it is more likely than not that the tax benefit associated with
certain temporary differences, tax operating loss carryforwards, and tax
credits will be realized. A valuation allowance is recorded for those
deferred tax items for which it is more likely than not that realization will
not occur.
The Company files a consolidated income tax return. Each entity provides for
income taxes based on its contribution to income taxes (benefits) of the
consolidated group.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Earnings Per Common Share
Earnings per common share are computed by dividing net income by the weighted
average number of shares of common stock. Common stock equivalents in the
form of stock options and stock warrants were not included in the
determination of the weighted average number of shares outstanding because
the exercise of the options and warrants would not have a dilutive effect on
income per share.
NOTE 2.SECURITIES
The amortized cost and fair value of securities are summarized as follows:
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
Securities Available for Sale
December 31, 1996:
U. S. Government and agency
securities $7,271,589 $ 45,984 $ (1,290) $7,316,283
Mortgage-backed securities
706,918 5,532 (3,080) 709,370
$7,978,507 $ 51,516 $ (4,370) 8,025,653
December 31, 1 995:
U.S. Government and agency
securities $4,947,629 $ 16,749 $ (6,327) $4,958,051
State and municipal
securities 225,306 - (81) 225,225
Mortgage-backed securities
857,559 - (14,149) 843,410
$6,030,494 $ 16,749 $ (20,557) $6,026,686
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2.SECURITIES (Continued)
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
Securities Held to Maturity
December 31, 1996:
U. S. Government and agency
securities $ 250,000 $ - $ (4,375) $ 245,625
Mortgage-backed securities
1,803,844 - (18,197) 1,785,647
$ 2,053,844 $ - $ (22,572) $2,031,272
December 31, 1995:
U. S. Government and agency
securities $ 250,000 $ 7,675 $ - $ 257,675
Mortgage-backed securities
2,023,605 - (25,660) 1,997,945
$ 2,273,605 $ 7,675 $ (25,660) $2,255,620
The amortized cost and fair value of securities as of December 31, 1996 by
contractual maturity are shown below. Maturities may differ from contractual
maturities in mortgage-backed securities because the mortgages underlying the
securities may be called or prepaid with or without penalty. Therefore,
these securities are not included in the maturity categories in the following
maturity summary.
Securities Available Securities Held
for Sale to Maturity
Amortized Fair Amortized Fair
Cost Value Cost Value
Due in one year or less $ 500,000 $ 499,375 $ - $ -
Due from one year to
five years 5,771,589 5,806,908 - -
Due from five to ten years
1,000,000 1,010,000 250,000 245,625
Due after ten years - - - -
Mortgage-backed securities 706,918 709,370 1,803,844 1,785,647
$7,978,507 $8,025,653 $2,053,844 $2,031,272
Securities with a carrying value of $637,540 and $1,793,948 at December 31,
1996 and 1995, respectively, were pledged to secure public deposits and for
other purposes.
Gross losses recognized on sales of securities available for sale were $4,573
and $2,932 for the years ended December 31, 1996 and 1995, respectively.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3.LOANS AND ALLOWANCE FOR LOAN LOSSES
The composition of loans is summarized as follows:
December 31,
1996 1995
Commercial, financial,
and agricultural $26,979,410 $ 18,501,460
Real estate - construction 9,295,969 4,718,003
Real estate - mortgage 32,735,336 28,031,580
Consumer installment 9,065,266 5,984,667
Other 644,999 141,776
78,720,980 57,377,486
Unearned income (751,489) (312,101)
Allowance for loan losses (1,445,365) (718,057)
Loans, net $ 76,524,126 $ 56,347,328
Changes in the allowance for loan losses for the years ended December 31
were as follows:
1996 1995
Balance, beginning of year $ 718,057 $ 656,231
Provision for loan losses 975,085 382,257
Loans charged off (271,009) (338,681)
Recoveries of loans
previously charged off 23,232 18,250
Balance, end of year $ 1,445,365 $ 718,057
The Bank had no loans which it considered to be impaired other than the loans
on which the accrual of interest had been discontinued. The total recorded
investment in impaired loans was $468,174 and $410,912 at December 31, 1996
and 1995, respectively. These loans had related allowances for loan losses
of approximately $210,000 and $110,000 at December 31, 1996 and 1995,
respectively. The average recorded investment in impaired loans for 1996 and
1995 was $413,355 and $118,959, respectively. There was no significant
amount of interest income recognized on impaired loans in 1996 or 1995.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3.LOANS AND ALLOWANCE FOR LOAN LOSSES (Continued)
The Bank has granted loans to certain directors, executive officers, and
related entities of the Company and the Bank. The interest rates on these
loans were substantially the same as rates prevailing at the time of the
transaction and repayment terms are customary for the type of loan involved.
Changes in related party loans for the year ended December 31, 1996 are as
follows:
Balance, beginning of year $ 2,373,753
Advances 1,152,155
Repayments (797,277)
Balance, end of year $ 2,728,631
NOTE 4.PREMISES AND EQUIPMENT
Premises and equipment are summarized as follows:
December 31,
1996 1995
Land $ 514,235 $ 514,235
Buildings and
improvements 2,520,066 2,024,055
Furniture and
equipment 1,900,711 1,257,666
4,935,012 3,795,954
Accumulated
depreciation 799,329 436,473
$ 4,135,683 $ 3,359,481
NOTE 5. BROKERED DEPOSITS
Brokered deposits of $2,475,985 and $1,373,447 are included in
time deposits at December 31, 1996 and 1995, respectively.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6.NOTES PAYABLE
Notes payable at December 31, 1996 and 1995, consisted of the following:
1996 1995
Southeastern Bank, Darien, Georgia;
$4,500,000 line of credit renewed
through March 27, 1997, interest
payable monthly at prime plus 1%
(9.25%), secured by all the shares
of common stock of the Bank. $ 3,500,000 $ 100,000
NationsBank, N.A.; note payable
dated February 19, 1996 for
$280,000, due in 120 monthly
installments of $3,397, at 8.0%
fixed rate, secured by a deed on
the Company's office building. 266,478 -
CoreStates Bank, N.A.; $10,000,000
line of credit dated April 30, 1996,
interest payable monthly at prime
plus 1/2% (8.75%), secured by qualified
loans receivable of FCC and guaranty
of the Company. 5,350,907 -
BankAmerica Business Credit, Inc.;
$8,500,000 line of credit terminated
in 1996, interest payable monthly at
a floating rate, secured by qualified
loans receivable of FCC and
guaranty of the Company. - 2,708,036
Bank United of Texas; $30,000,000 line
of credit dated May 31, 1996 and
subsequently reduced to $10,000,000,
interest payable monthly at a floating
rate of LIBOR plus 2.375% (7.995%),
secured by qualified mortgage loans
held for sale by FBMC. 4,984,465 -
Wachovia Bank, N.A.; notes payable
dated August 21, 1995 for $43,486,
due in 60 monthly installments of
$915, at 9.25% fixed rate, secured
by two automobiles owned by FBMC. 33,623 41,647
$14,135,473 $2,849,683
At December 31, 1996, the Company was in technical violation of certain net
worth covenants with Bank United of Texas and CoreStates Bank, N.A. Bank
United of Texas has not waived compliance with the violation but has not
declared a default under the loan
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6.NOTES PAYABLE (Continued)
agreements. The outstanding balance on this line at February 21, 1997 was
$2,722,113. CoreStates Bank, N.A. has waived compliance with their violation
through March 31, 1997.
The projected five year maturity of notes payable at December 31, 1996
follows:
Year Ending December 31 Amount
1997 $13,863,858
1998 30,960
1999 33,650
2000 32,696
2001 28,014
Later 146,295
$14,135,473
NOTE 7.FEDERAL HOME LOAN BANK BORROWINGS
During 1996 and 1995, the Bank obtained funding for mortgage loans from the
Federal Home Loan Bank of Atlanta. Advances made during 1996 and 1995 had a
weighted average interest rate of 6.68% and 6.35%, respectively. The Bank's
advances from the Federal Home Loan Bank are collateralized by a blanket
floating lien on qualifying first mortgage loans and pledging of the Bank's
stock in the Federal Home Loan Bank of Atlanta. A summary of the Bank's FHLB
borrowings for the years ended December 31, 1996 and 1995 follows:
December 31,
1996 1995
Balance, beginning of year $ 4,185,214 $ -
Advances 15,016,600 4,245,000
Repayments (14,757,171) (59,786)
Balance, end of year $ 4,444,643 $ 4,185,214
Advances at December 31, 1996 have maturities in future years as follows:
Year Ending December 31 Amount
1997 $1,897,271
1998 597,271
1999 597,271
2000 589,271
2001 473,271
Later 290,288
$4,444,643
NOTE 8.EMPLOYEE BENEFIT PLAN
Effective January 1, 1996, the Company provided a 401(k) plan for qualified
employees to defer up to 10% of their salary with 100% matching contributions
from the Company up to 6% of their salary. Contributions and administrative
expenses charged to expense during 1996 amounted to $161,763.
NOTE 9. INCOME TAXES
The provision for income tax (benefit) consists of the following:
December 31,
1996 1995
Current $ (215,074) $ 8,152
Deferred (222,959) 4,576
Provision for income
tax (benefit) $ (438,033) $ 12,728
The Company's provision for income tax (benefit) differs from the amounts
computed by applying the Federal income tax statutory rates to income (loss)
before income tax (benefit). A reconciliation of the differences is as
follows:
December 31,
1996 1995
Amount Percent Amount Percent
Income tax (benefit)
at statutory rate $ (559,878) (34)% $ 3,844 15%
Valuation reserve 88,225 5 - -
Other items, net 33,620 (2) 8,884 35
Provision for income
tax (benefit) $ (438,033) (27)% $ 8,884 50%
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 9.INCOME TAXES (Continued)
The components of deferred income taxes are as follows:
December 31,
1996 1995
Deferred tax assets:
Loan loss reserves $ 445,750 $ 197,009
Restricted stock 23,916 -
Non accrual loan interest 14,081 -
Write-down on loans held for sale 92,223 -
Unrealized loss on securities
available for sale - 1,295
575,970 198,304
Valuation allowance (259,725) (171,500)
Deferred tax liabilities:
Depreciation 78,654 13,550
Unrealized gain on securities
available for sale 16,030 -
Other 2,673 -
97,357 13,550
Net deferred tax assets $ 218,888 $ 13,254
At December 31, 1996, the Company has a net operating loss carryforward of
approximately $60,000 for Federal income tax purposes. This carryforward
expires in 2011.
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 10.COMMITMENTS AND CONTINGENT LIABILITIES
In the normal course of business, the Bank has entered into off-balance-sheet
financial instruments which are not reflected in the financial statements.
These financial instruments include commitments to extend credit and standby
letters of credit. Such financial instruments are included in the financial
statements when funds are disbursed or the instruments become payable. These
instruments involve, to varying degrees, elements of credit risk in excess of
the amount recognized in the balance sheet.
The Bank's exposure to credit loss in the event of nonperformance by the
other party to the financial instrument for commitments to extend credit and
standby letters of credit is represented by the contractual amount of those
instruments. A summary of the Bank's commitments is as follows:
December 31,
1996 1995
Commitments to extend credit $12,475,665 $ 10,299,000
Standby letters of credit 735,200 503,950
$ 13,210,865 $ 10,802,950
Commitments to extend credit generally have fixed expiration dates or other
termination clauses and may require payment of a fee. Since many of the
commitments are expected to expire without being drawn upon, the total
commitment amounts do not necessarily represent future cash requirements.
The credit risk involved in issuing these financial instruments is
essentially the same as that involved in extending loans to customers. The
Bank evaluates each customer's creditworthiness on a case-by-case basis. The
amount of collateral obtained, if deemed necessary by the Bank upon extension
of credit, is based on management's credit evaluation of the customer.
Collateral held varies but may include real estate and improvements, crops,
marketable securities, accounts receivable, inventory, equipment, and
personal property.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 10.COMMITMENTS AND CONTINGENT LIABILITIES (Continued)
Standby letters of credit are conditional commitments issued by the Bank to
guarantee the performance of a customer to a third party. Those guarantees
are primarily issued to support public and private borrowing arrangements.
The credit risk involved in issuing letters of credit is essentially the same
as that involved in extending loan facilities to customers. Collateral held
varies as specified above and is required in instances which the Bank deems
necessary.
In the normal course of business, the Company is involved in various legal
proceedings. In the opinion of management of the Company, any liability
resulting from such proceedings would not have a material effect on the
Company's financial statements.
The Company has entered into several operating lease agreements. The
approximate future minimum lease payments under the lease terms at December
31, 1996, are as follows:
Year Ending December 31, Amount
1997 $ 119,112
1998 91,314
1999 58,370
2000 47,870
2001 27,740
$ 344,406
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 11.CONCENTRATIONS OF CREDIT
The Company originates primarily commercial, residential, and consumer loans
to customers in and around Glynn County, Georgia. Through FCC, the Company
offers consumer credit to customers throughout. The ability of the majority
of the Company's customers to honor their contractual loan obligations is
dependent on the economy in the Glynn County area.
fifty three percent (53%) of the Company's loan portfolio is concentrated in
real estate loans, of which 12% consists of construction loans. A
substantial portion of these loans are secured by real estate in the
Company's primary market area. Accordingly, the ultimate collectibility of
the loan portfolio is susceptible to changes in market conditions in the
Company's primary market area. The other significant concentrations of
credit by type of loan are set forth in Note 3.
The Bank, as a matter of policy, does not generally extend credit to any
single borrower or group of related borrowers in excess of 25% of statutory
capital, or approximately $1,500,000.
The Company had a concentration of funds with one correspondent bank at
December 31, 1996 as follows:
Cash and due from bank $ 1,837,759
Federal funds sold 2,529,000
$ 4,366,759
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 12.RESTRICTED STOCK, STOCK OPTIONS AND STOCK WARRANTS
Restricted Stock
In August 1994, the Company granted 9,260 shares of restricted stock to four
key employees. Of the above shares, 7,000 will vest in August 1997, and the
remaining 2,260 shares will vest in August 1999. The cost of the restricted
stock is being amortized over the vesting periods. In July 1995, the Company
granted 62,570 shares of restricted stock to eight directors. All of these
shares will be fully vested by the end of the seventh year from the date of
the grant. For the years ended December 31, 1996 and 1995, $70,344 and
$39,058, respectively, was amortized as restricted stock and the same amount
was credited to paid-in capital.
Stock Options
The shareholders approved the 1991 Incentive Stock Option Plan ("Plan A") and
the 1991 Nonstatutory Stock Option Plan ("Plan B"), under which a total of
125,000 shares of common stock were reserved for grants under the two plans.
The option price for shares granted under Plan A were at least equal to the
fair value of such shares on the date granted unless the optionee was a
restricted shareholder, in which case the options price was at least equal to
110% of the fair value of the shares on the date granted. The option price
for shares of common stock to be issued under Plan B was determined by the
Board, but under no circumstances could the option price be less than the
fair value of the shares on the date granted.
In 1995, Plan A and Plan B were discontinued and replaced by the 1995 Stock
Option Plan. Options granted under the two prior plans at the date of
replacement by the 1995 Stock Option Plan remained outstanding and can be
exercised during the terms of the option agreements unless such options are
forfeited by the optionee. A summary of the options outstanding under Plan A
and Plan B as of December 31, 1996 follows:
Plan A Plan B
Options outstanding at beginning of year
53,759 7,406
Options forfeited during the year (26,504) (2,027)
Options outstanding at end of year 27,255 5,379
Shares available for grant None None
Option price per share range $4.00 - $6.25 $4.80 - $6.25
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 12.RESTRICTED STOCK, STOCK OPTIONS AND STOCK WARRANTS (Continued)
In July 1995, the shareholders approved the 1995 Stock Option Plan (the "1995
Plan") which replaced Plan A and Plan B. Options are one of two types: (i)
those which qualify for treatment as incentive stock options under Section
422 of the Internal Revenue Code of 1986, as amended ("Incentive Stock
Options") or (ii) those which do not so qualify ("Nonqualify Options"). The
1995 Plan provides that not more than 250,000 shares in the aggregate be
issued for Incentive Stock Options and Nonqualified Options. The exercise
price of an Incentive Stock Option shall not be less than the fair value at
the date of grant. The fair value shall be determined from the trading price
on a national securities exchange, NASDAQ, or over-the-counter markets, if so
traded. If not so traded, the Board will determine the fair value based upon
recent sales reported to the Company. The exercise price of a Nonqualified
Option shall be determined by the Board on the date granted. A summary of
activity in the 1995 Plan for the years ended December 31, 1996 and 1995
follows:
1996 1995
Shares reserved 250,000 250,000
Shares under option,
beginning of year 66,663 -
Options granted 62,526 79,163
Options forfeited (59,068) (12,500)
Shares under option, end of year
70,121 66,663
Shares available for grant 179,879 183,337
Option price per share range
$6.00 - $6.50 $6.00 - $6.50
As permitted by SFAS No. 123 ("Accounting for Stock-Based Compensation"), the
Company recognizes compensation cost for stock-based employee compensation
awards in accordance with APB Opinion No. 25, ("Accounting for Stock Issued
to Employees"). The Company recognized no compensation cost for stock-based
employee awards for the year ended December 31, 1996. If the Company had
recognized compensation cost in accordance with SFAS No. 123, there would
have been no negative effect on net income and earnings per share.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 12.RESTRICTED STOCK, STOCK OPTIONS AND STOCK WARRANTS (Continued)
Warrants to Purchase Common Stock
In 1994, the Company initiated a public secondary stock offering to sell
1,538,462 Units at a price of $6.50 per Unit. Each Unit consisted of one
share of common stock and one Class A Warrant to purchase common stock. Each
of the Class A Warrants expires in three years and entitles the holder to
purchase an additional share of common stock at a price of $7.25 in year one,
$8.25 in year two and $9.50 in year three. The public offering was closed in
1995 following the sale of 897,230 Units. After deducting related stock
offering and issue expense, net proceeds of $5,456,457 were credited to
paid-in capital. During 1996, warrants to purchase 7,321 shares of common
stock were exercised at a price of $7.25 per share. Proceeds of $53,077 were
credited to paid-in capital. As of December 31, 1996, warrants were
outstanding to purchase an additional 889,909 shares of common stock.
NOTE 13.REGULATORY MATTERS
The Bank is subject to certain restrictions on the amount of dividends that
may be declared without prior regulatory approval. Under terms of a
resolution adopted by the Company's Board of Directors in December 1996, the
Board of Directors of the Company and of the Bank will not declare or pay any
cash or property dividend or any other form of capital distribution without
the prior written consent of the supervisory authorities. The resolution
adopted by the Board contained other undertakings and covenants, including
the following:
(a)The Company will not incur any additional debt after adoption of the
resolution without prior notification to the supervisory authorities;
(b)The Company will not reduce its capital by purchasing or redeeming
treasury stock without prior notification to the supervisory authorities;
(c)The Board will develop a strategic business plan for the Company and each
subsidiary covering a three to five year period which will provide for
maintenance of adequate liquidity, adequate capital and adequate reserves for
loan losses for the Bank and the Company consolidated entity.
The Company and the Bank are subject to various regulatory capital
requirements administered by the federal banking agencies. Failure to meet
minimum capital requirements can initiate certain mandatory, and possibly
additional discretionary, actions by regulators that, if undertaken, could
have a direct material effect on the financial statements. Under capital
adequacy guidelines and the regulatory framework for prompt corrective
action, the Company and Bank must meet specific capital guidelines that
involve quantitative measures of the assets, liabilities, and certain
off-balance-sheet items as calculated under regulatory accounting practices.
The Company and Bank capital amounts and classification are also subject to
qualitative judgments by the regulators about components, risk weightings,
and other factors.
Quantitative measures established by regulation to ensure capital adequacy
require the Company and the Bank to maintain minimum amounts and ratios of
total and Tier I capital to risk-weighted assets and of Tier I capital to
average assets. Management believes, as of December 31, 1996, the Company
and the Bank meet all capital adequacy requirements to which it is subject.
As of December 31, 1996, the most recent notification from the FDIC
categorized the Bank as well capitalized under the regulatory framework for
prompt corrective action. To be categorized as well capitalized, the Bank
must maintain minimum total risk-based, Tier I risk-based, and Tier I
leverage ratios as set forth in the table. There are no conditions or events
since that notification that management believes have changed the Bank's
category.
The Company and Bank's actual capital amounts and ratios are presented in the
following table.
To Be Well
For Capital Capitalized Under
Adequacy Prompt Corrective
Actual Purposes Action Provisions
Amount Ratio Amount Ratio Amount Ratio
As of December 31, 1996
Total Capital
(to Risk Weighted Assets):
Consolidated $10,669,000 12.6% $6,780,000 8.0% $8,474,000 10.0%
Bank $ 7,286,000 10.4% $5,601,000 8.0% $7,001,000 10.0%
Tier I Capital
(to Risk Weighted Assets):
Consolidated
$ 9,604,000 11.3% $3,390,000 4.0% 5,085,000 6.0%
Bank $ 6,407,000 9.2% $2,800,000 4.0% 4,201,000 6.0%
Tier I Capital
(to Average Assets):
Consolidated
$ 9,604,000 9.4% $4,103,000 4.0% 5,129,000 5.0%
Bank $ 6,407,000 7.4% $3,469,000 4.0% 4,337,000 5.0%
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 14.RESTRUCTURING OF MORTGAGE BANKING ACTIVITIES
As provided for in the resolution adopted by the Board of Directors in
December 1996, the Company has developed a strategic plan which provides for
the restructuring of its mortgage banking activities. The plan provides for
the discontinuance of the mortgage company, FBMC, as a separate operating
entity and the transfer of its operations and certain employees to the Bank.
Upon implementation of the plan, the wholesale national B, C and D mortgage
business will be discontinued and the Bank will focus on originating or
brokering retail mortgages in the local and surrounding area. Limited
wholesale mortgage activities will be conducted as market conditions warrant.
NOTE 15.SEGMENT REPORTING
The Company's operations include three primary business segments: banking,
credit financing, and mortgage banking. The Company, through the Bank,
provides traditional banking services including a full range of commercial
and consumer banking services. Credit financing activities are provided
primarily through FCC and include direct consumer loans and retail sale
financing. Mortgage banking activities are provided primarily through FBMC
and include the origination and purchase of residential mortgage loans for
sale to various investors and other financial institutions.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended December 31, 1996
Holding Banking Credit Mortgage
Company Subsidiary Financing Banking Eliminations Consolidated
Revenues from
unaffiliated
customers
$10,811 $ 8,165,365 $ 1,881,298 $ 947,759 $ - $ 11,005,233
Revenues from
affiliates
232,084 48,698 1,119 3,508 (285,409) -
Total Revenues
$242,895 $ 8,214,063 $1,882,417 $ 951,267 $(285,409) $ 11,005,233
Income (loss) from
operations before
income tax
(benefit)
$ (876,311) $ 902,771 $( 340,087) $ (1,333,072) $ - $ (1,646,699)
Identifiable assets
at December 31,
1996
$ 13,578,668 $95,981,034 $9,022,409 $8,276,016 $(14,212,563 $112,647,564
Depreciation and
amortization
expense
$35,349 $ 233,942 $64,454 $60,898 $ 394,643
Premises and
equipment
acquisitions
$ 628,811 $211,348 $ 167,112 $ 239,181 $1,246,452
NOTE 16.FAIR VALUE OF FINANCIAL INSTRUMENTS
The following methods and assumptions were used by the Company in estimating
its fair value disclosures for financial instruments. In cases where quoted
market prices are not available, fair values are based on estimates using
discounted cash flow methods. Those methods are significantly affected by
the assumptions used, including the discount rates and estimates of future
cash flows. In that regard, the derived fair value estimates cannot be
substantiated by comparison to independent markets and, in many cases, could
not be realized in immediate settlement of the instrument. The use of
different methodologies may have a material effect on the estimated fair
value amounts. Also, the fair value estimates presented herein are based on
pertinent information available to management as of December 31, 1996 and
1995. Such amounts have not been revalued for purposes of these financial
statements since those dates and, therefore, current estimates of fair value
may differ significantly from the amounts presented herein.
The following methods and assumptions were used by the Company in estimating
fair values of financial instruments as disclosed herein:
Cash and Due From Banks, Interest-Bearing Deposits with Banks and Federal
Funds Sold
The carrying amounts of cash and due from banks, interest-bearing deposits
with banks, and Federal funds sold approximate their fair value.
Available For Sale and Held To Maturity Securities
Fair values for securities are based on quoted market prices.
Loans Held for Sale
Loans held for sale are carried at the lower of aggregate cost or fair value.
The fair values of loans held for sale are based on management's assumptions
with respect to current economic conditions and probable future economic
events.
Loans
For variable-rate loans that reprice frequently and have no significant
change in credit risk, fair values are based on carrying values. For other
loans, the fair values are estimated using discounted cash flow methods,
using interest rates currently being offered for loans with similar terms to
borrowers of similar credit quality. Fair values for impaired loans are
estimated using discounted cash flow methods or underlying collateral values.
Deposits
The carrying amounts of demand deposits and savings deposits approximate
their fair values. Fair values for certificates of deposit are estimated
using discounted cash flow methods, using interest rates currently being
offered on certificates.
Notes Payable
The fair values of the Company's notes payable are estimated using the
discounted cash flow methods using current interest rates for notes of
similar terms.
Federal Home Loan Bank Borrowings
The fair values of the Company's Federal Home Loan Bank (FHLB) borrowings are
estimated using discounted cash flow methods based on the Company's current
incremental borrowing rates for similar types of borrowing arrangements.
Off-Balance-Sheet Instruments
Fair values of the Company's off-balance sheet financial instruments are
based on fees charged to enter into similar agreements. However, commitments
to extend credit and standby letters of credit do not represent a significant
value to the Company until such commitments are funded. The Company has
determined that these instruments do not have a distinguishable fair value
and no fair value has been assigned.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The estimated fair values of the Company's financial instruments were
as follows:
December 31, 1996 December 31, 1995
Carrying Fair Carrying Fair
Amount Value Amount Value
Financial assets:
Cash and due from banks,
interest-bearing deposits
with banks and Federal
funds sold
$12,890,836 $12,890,836 $ 8,577,228 $ 8,577,228
Securities available
for sale
8,025,653 8,025,653 6,026,686 6,026,686
Securities held to
maturity
2,053,844 2,031,272 2,273,605 2,255,620
Loans held for sale
6,323,719 6,323,719 7,842,230 7,842,230
Loans
76,524,126 76,634,635 56,347,328 56,365,609
Financial liabilities:
Deposits
82,808,168 83,231,777 68,028,242 67,991,865
Note payable
14,135,473 14,133,000 2,849,683 2,849,683
FHLB borrowings
4,444,643 4,458,000 4,185,214 4,185,214
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 17.PARENT COMPANY FINANCIAL INFORMATION
2
The following information presents the condensed balance sheets, statements
of operations and cash flows for Golden Isles Financial Holdings, Inc. as of
and for the years ended December 31, 1996 and 1995:
CONDENSED BALANCE SHEETS
1996 1995
Assets
Cash $ 45,658 $ 659,733
Due from subsidiaries 1,909,297 2,241,178
Investment in subsidiaries 10,563,977 7,678,225
Premises and equipment, net 615,267 24,565
Other assets 444,469 318,279
Total assets $13,578,668 $10,921,980
Liabilities and Stockholders Equity
Liabilities
Notes payable $ 3,766,478 $ 100,000
Other liabilities 63,015 21,190
Total liabilities 3,829,493 121,190
Stockholders' equity 9,749,175 10,800,790
Total liabilities and
stockholders' equity $13,578,668 $10,921,980
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 17.PARENT COMPANY FINANCIAL INFORMATION (Continued)
CONDENSED STATEMENTS OF OPERATIONS
1996 1995
Income
Interest $ 234,433 $ 274,342
Other 8,462 -
Total income 242,895 274,342
Expense
Interest 231,436 115,049
General and administrative 887,770 592,754
Total expense 1,119,206 707,803
Loss before income tax benefits
and equity in undistributed
income (loss) of subsidiaries
(876,311) (433,461)
Income tax benefits (350,523) (387,433)
Loss before equity in
undistributed income (loss) of subsidiaries
(525,788) (46,028)
Equity in undistributed income
(loss) of subsidiaries (682,878) 58,925
Net income (loss) $(1,208,666) $ 12,897
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 17. PARENT COMPANY FINANCIAL INFORMATION (Continued)
CONDENSED STATEMENTS OF CASH FLOWS
1996 1995
OPERATING ACTIVITIES
Net income (loss) $(1,208,666) $ 12,897
Adjustments to reconcile
net income (loss) to net
cash provided by (used in)
operating activities:
Depreciation 35,349 3,192
Undistributed (income)
loss of subsidiaries 682,878 (58,925)
Increase (decrease)in other
prepaids, receivables,
deferrals and accruals, net (84,365) 43,680
Net cash provided by (used in)
operating activities (574,804) 844
INVESTING ACTIVITIES
Loans to subsidiaries 331,881 870,687
Investment in subsidiaries (3,535,000) (2,600,000)
Purchase of property and equipment (626,051) (19,548)
Net cash used in investing
activities (3,829,170) (1,748,861)
FINANCING ACTIVITIES
Net increase (decrease)
in notes payable 3,666,478 (3,250,000)
Proceeds from sale of units - 5,456,457
Vesting of restricted stock 70,344 39,058
Proceeds from exercise of
stock warrants 53,077 -
Net cash provided by
financing activities 3,789,899 2,245,515
Net increase (decrease) in cash (614,075) 497,498
Cash at beginning of year 659,733 162,235
Cash at end of year $ 45,658 $ 659,733
Item 8.Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
On December 8, 1996, the certifying accountant for the Company, Francis &
Company, of Marietta, Georgia, notified the Company that it did not wish to
be engaged as the Company's certifying accountant for the year ended December
31, 1996. The report of Francis & Company accompanying the Company's
financial statements as of and for the years ended December 31, 1995 and
December 31, 1994, did not contain an adverse opinion, or a disclaimer of
opinion, and was not modified with respect to any uncertainty, audit scope or
accounting principles.
On December 9, 1996, the Company engaged Mauldin & Jenkins LLC of Albany,
Georgia as its new certifying accountant. The Company did not consult with
Mauldin & Jenkins LLC regarding the application of accounting principles to a
specific completed or contemplated transaction or the type of audit opinion
that might be rendered on the Company's financial statements.
The decision of the Company to engage new certifying accountants was approved
by its Board of Directors. There were, during the two most recent fiscal
years of the Company and for the period of January 1, 1996 through December
8, 1996, no disagreements, whether resolved or unresolved, with Francis &
Company with regard to any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which, if not
resolved to its satisfaction would have caused Francis & Company to make
reference to the subject matter of the disagreement(s) in connection with its
report.
PART III
Item 9.Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
The Directors and executive officers of GIFH are as follows:
Name (Age) Position With Company Director Since
L. McRee Harden (41) Director 1988
Michael D. Hodges (43) President and CEO of Bank;
Director 1991
Russell C. Jacobs, Jr. (61)
Director 1988
Gregory S. Junkin (55) Director 1987
Claude Kermit Keenum (60)
Director 1988
Paul D. Lockyer (44) Director 1987
Jimmy D. Veal (48) Vice Chairman and
Secretary/Treasurer 1987
J. Thomas Whelchel (62) Acting Chairman 1988
and CEO
Members of the Board of Directors serve for a period of one year, or until
their death, resignation, removal or replacement under GIFH's governing
instruments by a duly elected and qualified candidate.
A brief account of the business experience of each of the directors and
executive officers during the past five years is set out below.
L. McRee Harden. Mr. Harden has been a director of the Company since July
1988, a director of the Bank since February 1990, and a director of FCC since
July 1993. Mr. Harden operates a chain of approximately 22 convenience
stores in south Georgia and Florida.
Michael D. Hodges. Mr. Hodges has been a director of the Company since 1991
and a director of the Bank since June 1990. On February 20, 1997, Mr. Hodges
became President and CEO of the Bank. He also has been Acting President and
CEO of the Bank since October 1996. Prior to that, he had been Senior Vice
President of the Bank since June 1990, with principal responsibilities for
the Bank's loan portfolio.
Russell C. Jacobs, Jr. Mr. Jacobs has been a director of the Company since
July 1988, a director of the Bank since February 1990, and a director of FBMC
since July 1993. He also has been a Vice Chairman of the Bank since July
1995. Mr. Jacobs is self-employed as an agent for the Equitable Financial
Companies, and as a registered representative with Equico Securities, Inc.
Mr. Jacobs holds both the Chartered Life Underwriter ("CLU") and Chartered
Financial Consultant ("CHFC") designations.
Gregory S. Junkin. Mr. Junkin has been a director of the Company since
March 1987. From March 1987 until October 17, 1996, Mr. Junkin was Chairman
and Chief Executive Officer of the Company. From July 1993 until October 17,
1996, Mr. Junkin was Chairman and Chief Executive Officer of FCC and FBMC.
Mr. Junkin is now retired.
Claude Kermit Keenum. Mr. Keenum has been a director of the Company since
July 1988, a director of the Bank since February 1990, and a director of FCC
since July 1995. He was the Superintendent of the Glynn County School System
from 1980 to 1989 and the Superintendent of the Cobb County School System in
metropolitan Atlanta from 1989 to 1992. Mr. Keenum is currently President of
Southeastern Communication Systems, Inc.
Paul D. Lockyer . Mr. Lockyer has been a director of the Company since
December 1987. From July 1995 to October 17, 1996, Mr. Lockyer was President
and Chief Operating Officer of the Company. From September 1988 through July
1995, he served as Senior Vice President of the Company. From February 1990
until October 17, 1996, Mr. Lockyer was President, Chief Executive Officer
and a director of the Bank. Mr. Lockyer is now retired.
Jimmy D. Veal. Mr. Veal has been a Vice Chairman of the Company since July
1995. He has been a director of the Company since June 1987 and
Secretary/Treasurer of the Company since September 1992. He has been a Vice
Chairman of the Bank since July 1995, a director of the Bank since July 1990,
and Secretary/Treasurer and a director of both FCC and FBMC since July 1993.
He is Secretary/Treasurer and a director of Motel Properties, Inc., a
corporation that owns and operates four motels in Glynn County and two in
Camden County.
J. Thomas Whelchel. Mr. Whelchel has been the Acting Chairman and CEO of
the Company since October 17, 1996. Prior to that, Mr. Whelchel was a Vice
Chairman of the Company between July 1995 and October 1996. From July 1988
through July 1995, he served as President of the Company. Mr. Whelchel has
been a director of the Company since July 1988, and Chairman and a director
of the Bank since February 1990. Mr. Whelchel has also been a director of
both FCC and FBMC since July 1993. He is a senior partner in the Brunswick
law firm of Whelchel, Brown, Readdick and Bumgartner.
Item 10.Executive Compensation.
A.Named Executive Officers.
The following table sets forth the compensation paid to the named executive
officers of GIFH and its subsidiaries for each of GIFH's last three completed
fiscal years.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
Name and Other
Principal Annual
Position Year Salary Bonus Compensation
(a) (b) (c) (d) (e)
J. Thomas Whelchel
Acting Chairman
and CEO of the
Company(2) 1996 $0(11) $0 $0
Michael D.
Hodges, President
and CEO of the Bank
subsidiary(2) 1996 $100,861 $ 0 $0
1995 $ 92,096 $ 6,000 $0
1994 $ 85,500 $15,000 $0
Gregory S. Junkin,
Former Chairman
and CEO of the
Company(2) 1996 $125,192 $ 0 $0
1995 $147,211 $ 0 $0
1994 $ 40,558 $ 0 $0
Paul D. Lockyer,
Former President,
COO and CFO of the
Company(2) 1996 $262,115(8) $ 0 $0
1995 $107,627 $12,785 $0
1994 $100,000 $32,000 $0
LONG TERM COMPENSATION
AWARDS PAYOUTS
Restricted Securities
Stock Underlying LTIP All Other
Awards(1) Options/SARs Payouts Compensation
(f) (g) (h) (i)
J. Thomas Whelchel
$0 0 $0 $0
Michael D. Hodges
1996
$ 0 1,000(4) $0 $0
1995
$10,498(3) 6,921(4) $0 $0
1994
$4,650(3) 1,408(5) $0 $0
Gregory S. Junkin
1996
$ 0 0 $0 $0
1995
$99,548(6) 1,500(7) $0 $0
1994
$42,000(6) 0 $0 $0
Paul D. Lockyer
1996
$ 0 0 $0 $0
1995
$71,500(9) 1,458(10) $0 $0
1994
$6,600(9) 0 $0 $0
- ------------
(1)In the event that the Company declares a dividend on its outstanding
shares of Common Stock, then such dividend will be equally applicable to the
restricted stock reported in this column (f).
(2)Messrs. Whelchel and Hodges were elected to their respective positions on
October 17, 1996. Messrs. Junkin and Lockyer were terminated from their
respective positions on October 17, 1996. On February 20, 1997, Mr. Hodges
became President and CEO of the Bank.
(3)The aggregate number of shares of restricted stock held by Michael D.
Hodges as of January 20, 1997, is 2,390 shares and the value of such shares
is $12,548. All of the 775 shares of restricted stock awarded to Mr. Hodges
in 1994 ("1994 Restricted Stock") vests upon the earlier of (i) three years
from August 17, 1994, the date the shares were granted to Mr. Hodges, or
(ii) a change of control in the ownership of the Company through the
acquisition of more than 50% of the Company's outstanding stock by a third
party. Mr. Hodges will forfeit the 1994 Restricted Stock if he is not
employed by either the Company or one of its subsidiaries on August 16, 1999,
unless Mr. Hodges' employment is terminated because of the sale of the
Company or a subsidiary through which Mr. Hodges is employed and Mr. Hodges
is not offered other employment within the Company or one of its
subsidiaries. Under the terms of the award of 1,615 shares of restricted
stock awarded to Mr. Hodges in 1995 ("1995 Restricted Stock") one-seventh of
such shares (i.e., 230.71 shares) became vested on July 25, 1996, and an
additional one-seventh of such shares will vest on July 25 of each year
thereafter until all such shares have vested. If at any time Mr. Hodges
becomes neither a director nor an executive officer of the Company or any
subsidiary of the Company, then he shall forfeit any shares of 1995
Restricted Stock which have not already vested at the time of the event which
triggers the forfeiture.
(4)These options are incentive stock options which have been granted pursuant
to that certain Golden Isles Financial Holdings, Inc. 1995 Stock Option Plan
adopted by the Company on July 25, 1995 (the "1995 Plan"). The 1995 Plan
provides for the granting of certain options that are intended to qualify as
incentive stock options within the meaning of Section 422(b) of the Internal
Revenue Code, as well as certain nonstatutory stock options that are not
intended to qualify as incentive stock options within the meaning of Section
422(b) of the Internal Revenue Code. These incentive stock options were
granted on July 25, 1995, and vested immediately upon being granted. These
options may be exercised at any time before the earlier of (i) July 25, 2005;
or (ii) the date upon which the optionee ceases to be an employee of the
Company; provided, however, that if the optionee's employment with the
Company is terminated for any reason other than (a) optionee's death or
disability, (b) optionee's voluntary termination of his employment without
the Company's consent, or (c) termination of optionee's employment by the
Company for cause, then, in such event, optionee may exercise these incentive
stock options for up to three months after termination of his employment (but
in no event later than July 25, 2005).
(5)These options are nonstatutory stock options which have been granted
pursuant to that certain 1991 Incentive Stock Option Plan and 1991
Nonstatutory Stock Option Plan adopted by the Company on May 30, 1991 (the
"Plan"). The Plan provides for the granting of certain nonstatutory stock
options that are not intended to qualify as incentive stock options within
the meaning of Section 422(b) of the Internal Revenue Code. These
nonstatutory stock options shall be vested and may be exercised by the
individual to whom such options have been granted during the period such
individual serves as an officer or any other key employee of the Company.
(6)The aggregate number of shares of restricted stock held by Gregory S.
Junkin as of January 20, 1997, is 22,315 shares and the value of such shares
is $117,154. All of the 7,000 shares of restricted stock awarded to Mr.
Junkin in 1994 ("1994 Restricted Stock") will vest upon the earlier of (i)
three years from August 17, 1994, the date the shares were granted to Mr.
Junkin, or (ii) a change of control in the ownership of the Company through
the acquisition of more than 50% of the Company's outstanding stock by a
third party. Mr. Junkin will forfeit the 1994 Restricted Stock if he is not
in the employment of either the Company or any of its subsidiaries on August
16, 1997, unless Mr. Junkin's employment is terminated because of the sale of
the Company or a subsidiary through which Mr. Junkin is employed and Mr.
Junkin is not offered other employment within the Company or one of its
subsidiaries. With respect to the shares of restricted stock granted to Mr.
Junkin in 1995 (15,315 shares), one-seventh of such shares (i.e., 2,187.86
shares became vested on July 25, 1996, and an additional one-seventh of such
shares will vest on July 25 of each year thereafter until all such shares
have vested. If at any time Mr. Junkin becomes neither a director of the
Company nor an executive officer of the Company or any subsidiary of the
Company, then he shall forfeit any of the restricted shares granted to him
in 1995 which have not already vested at the time of the event which triggers
the forfeiture.
(7)These options are nonstatutory stock options which were granted to Mr.
Junkin pursuant to the Plan in the capacity as a director of the Company.
(8)This amounts represents a severance payment of $145,000, pursuant to the
termination of Mr. Lockyer's employment on October 17, 1996.
(9)The aggregate number of shares of restricted stock held by Paul D. Lockyer
as of January 20, 1997, is 12,100 shares and the value of such shares is
$63,525. All of the 1,100 shares of restricted stock awarded to Mr. Lockyer
in 1994 ("1994 Restricted Stock") vest upon the earlier of (i) three years
from August 17, 1994, the date the shares were granted to Mr. Lockyer, or
(ii) a change of control in the ownership of the Company through the
acquisition of more than 50% of the Company's outstanding stock by a third
party. Mr. Lockyer will forfeit the 1994 Restricted Stock if he is not in
the employment of either the Company or any of its subsidiaries on August 16,
1999, unless Mr. Lockyer's employment is terminated because of the sale of
the Company or a subsidiary through which Mr. Lockyer is employed and Mr.
Lockyer is not offered other employment within the Company or one of its
subsidiaries. With respect to the shares of restricted stock granted to Mr.
Lockyer in 1995 (11,000 shares), one-seventh of such shares (i.e., 1,571.43
shares) became vested on July 25, 1996, and an additional one-seventh of
such shares will vest on July 25 of each year thereafter until all such
shares have vested. If at any time Mr. Lockyer becomes neither a director of
the Company nor an executive officer of the Company or any subsidiary of the
Company, then he shall forfeit any of the restricted shares granted to him in
1995 which have not already vested at the time of the event which triggers
the forfeiture.
(10)These options are nonstatutory stock options which were granted to Mr.
Lockyer pursuant to the Plan in his capacity as a director of the Company. As
a result of the termination of his employment on October 17, 1996, on January
17, 1997, 45,523 incentive and nonstatutory stock options were forfeited by
Mr. Lockyer.
(11)The Compensation Committee of the Board has agreed to compensate Mr.
Whelchel for his time spent as CEO of the Company. As of March 17, 1997, the
rate of compensation has not been determined.
No stock options were exercised and there were no SARs outstanding during
fiscal year 1996. The following table presents information regarding the
value of unexercised options held as of December 31, 1996.
AGGREGATED OPTION/SAR EXERCISES IN LAST
FISCAL YEAR AND FY-END OPTION/SAR VALUES
Shares Acquired
Name on Exercise Value Realized
(a) (b) (c)
J. Thomas Whelchel -- --
Michael D. Hodges -- --
Gregory S. Junkin -- --
Paul D. Lockyer -- --
Value of Unexercised
Number of Securities in-the-Money
Underlying Unexercised Options/SARs
Options/SARs at FY-End at FT-End
Exercisable/Unexercisable Exercisable/Unexercisable
(d) (e)
J. Thomas Whelchel 1,390(2) $0/$0(1)
Michael D. Hodges 30,124(3) $24,089/$0(1)
Gregory S. Junkin 1,500(2) $0/$0(1)
Paul D. Lockyer 1,458(2) $0/$0(1)
- ---------------------------------------------------------------
(1)Dollar values have been calculated by determining the difference between
the estimated fair market value of the Company's Common Stock at December 31,
1996 ($5.25) and the exercise prices of the options.
(2)On January 18, 1996, these options were awarded to Mr. Whelchel, Mr.
Junkin and Mr. Lockyer as compensation with respect to their services as
directors.
(3)Michael D. Hodges has the right to acquire 30,124 shares of the Company's
Common Stock pursuant to stock options issued by the Company to Mr. Hodges.
All of the 30,124 stock options held by Mr. Hodges were exercisable as of
January 20, 1996. Of the 30,124 stock options, 18,750 are exercisable at the
price of $4.00 per share, 1,003 are exercisable at the price of $4.60 per
share, 1,408 are exercisable at the price of $6.25 per share, 6,921 are
exercisable at the price of $6.50 per share, and 2,042 are exercisable at the
price of $6.00 per share.
The Company does not have any Long Term Incentive Plans in effect.
EMPLOYMENT AGREEMENTS
On June 5, 1992, the Bank issued a letter to Paul D. Lockyer (the "Lockyer
Letter") summarizing the terms of Mr. Lockyer's employment with the Bank.
Pursuant to the terms of the Lockyer Letter, Mr. Lockyer was to serve as
President and Chief Executive Officer of the Bank and Senior Vice President
and Principal Financial Officer of the Company. Mr. Lockyer's base salary
was set at $80,500 per year, subject to possible annual increases. The
Lockyer Letter confirms that Mr. Lockyer is entitled to certain stock options
and that he is to be provided with a company vehicle. Mr. Lockyer may
terminate his employment with the Bank upon 90 days advance notice. The
Board of Directors of the Bank may terminate Mr. Lockyer's employment with
the Bank with or without cause. However, if Mr. Lockyer is dismissed from
his employment for reasons other than fraud or dishonesty, he is entitled to
severance pay in an amount equal to six months of his then current base
salary. On July 2, 1996, the term of the Lockyer Letter was extended to July
2, 1998. In addition, the Lockyer Letter was modified to provide severance
pay in an amount equal to twelve months of his then current base salary if
Mr. Lockyer is dismissed for reasons other than fraud or dishonesty. On
October 17, 1996, the Board terminated Mr. Lockyer's employment. Pursuant
to the Lockyer Letter, the Bank paid Mr. Lockyer $145,000 to fulfill its
obligations under the employment contract.
On February 20, 1997, the Bank and Michael D. Hodges entered into an
employment agreement ("Hodges Agreement") summarizing the terms of Mr.
Hodges' employment with the Bank. Pursuant to the Hodges Agreement, Mr.
Hodges is to serve as President and Chief Executive Officer of the Bank. Mr.
Hodges' base salary was set at $125,000 per year, subject to possible
increases. The Hodges Agreement provides that Mr. Hodges is entitled to
bonuses and other benefits including an automobile. The Bank may terminate
Mr. Hodges' employment with the Bank with or without cause. However, if Mr.
Hodges is dismissed from his employment for reasons other than for cause, the
Bank shall for a period of one year following his termination continue to pay
him his then current base salary. The initial term of the Hodges Agreement
is through February 20, 1999, and thereafter, shall be annually renewed for
successive one-year periods unless either party gives 90-days notice of
non-renewal.
Item 11.Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth share ownership information as of March 17,
1997, with respect to any person known to GIFH to be a beneficial owner of
more than 5% of GIFH's Common Stock, including Common Stock owned in the form
of Units. The information as to beneficial ownership was furnished to GIFH
by or on behalf of the persons named. Unless otherwise indicated, each of
the shareholders has sole voting and investment power with respect to the
shares of Common Stock beneficially owned. Percentage ownership is
calculated based on 2,344,303 outstanding shares.
Security Ownership of Certain Beneficial Owners*
Name and Address Number of Percent of
of Beneficial Owner Shares Class
Leonard W. Golan (1) 188,034 8.0%
21st Floor, Three First National Plaza
Chicago, Illinois 60602
______________________________________________________________________________
*Information relating to beneficial ownership of Common Stock is based upon
"beneficial ownership concepts set forth in rules of the SEC under Section
13(d) of the Securities Exchange Act of 1934, as amended (the "Act"). Under
such rule, a person is deemed to be a "beneficial owner" of a security if
that person has or shares "voting power", which includes the power to vote or
direct the voting of such security, or "investment power", which includes the
power to dispose of, or to direct the disposition of, such security. A
person is also deemed to be a beneficial owner of any security of which that
person has the right to acquire beneficial ownership within sixty (60) days.
Under the rules, more than one person may be deemed to be a beneficial owner
of the same securities, and a person may be deemed to be a beneficial owner
of securities as to which he has no beneficial interest. For instance,
beneficial ownership includes spouses, minor children and other relatives
residing in the same household, and trusts, partnerships, corporations or
deferred compensation plans which are affiliated with the principal.
(1)Mr. Golan's beneficial ownership of the shares of Common Stock attributed
to him stems from his having voting and investment power with respect to
those shares in his capacity as Trustee of each of the Leonard W. Golan
Insurance Trust dated January 23, 1968, the Carol P. Golan Insurance Trust
dated November 7, 1977, and the Carol P. Golan QTIP Trust dated April 18,
1995. The number of shares beneficially owned by Mr. Golan includes the
right to acquire 64,642 shares pursuant to Class A Warrants beneficially
owned by Mr. Golan.
The following table sets forth share ownership information as of March 1,
1997, with respect to (i) each director and named executive officer of GIFH
who beneficially owns Common Stock, including Common Stock owned in the form
of Units, and (ii) all directors and named executive officers of GIFH as a
group. The information as to beneficial ownership was furnished to GIFH by
or on behalf of the persons named. Unless otherwise indicated, each of the
shareholders has sole voting and investment power with respect to the shares
beneficially owned. Percentage ownership is calculated based on 2,344,303
outstanding shares.
Security Ownership of Management*
Name and Address Number of
of Beneficial Owner Shares Percent of Class
L. McRee Harden(1) 19,385 0.8%
P.O. Box 2369
Darien, Georgia 31305
Michael D. Hodges(2) 38,764 1.6%
207 Dunbarton Drive
St. Simons Island, Georgia 31522
Russell C. Jacobs, Jr.(3) 16,763 0.7%
308 Oak Grove Island Drive
Brunswick, Georgia 31525
Gregory S. Junkin(4) 105,653 4.5%
200 Plantation Chase
St. Simons Island, Georgia 31522
C. Kermit Keenum(5) 16,545 0.7%
100 Old Mountain Road
Powder Springs, Georgia 30073
Paul D. Lockyer(6) 21,058 0.9%
311 Dunbarton Drive
St. Simons Island, Georgia 31522
Jimmy D. Veal(7) 81,898 3.5%
711 Beachview Drive
Jekyll Island, Georgia 31527
J. Thomas Whelchel(8) 31,740 1.4%
5 Glynn Avenue
Brunswick, Georgia 31520
All directors and executive 331,806 13.8%
officers as a group
(8 persons)
*Information relating to beneficial ownership of Common Stock is based upon
"beneficial ownership" concepts set forth in rules of the SEC under Section
13(d) of the Act. Under such rule, a person is deemed to be a "beneficial
owner" of a security if that person has or shares "voting power", which
includes the power to vote or direct the voting of such security, or
"investment power", which includes the power to dispose of, or to direct the
disposition of, such security. A person is also deemed to be a beneficial
owner of any security of which that person has the right to acquire
beneficial ownership within sixty (60) days. Under the rules, more than one
person may be deemed to be a beneficial owner of the same securities, and a
person may be deemed to be a beneficial owner of securities as to which he
has no beneficial interest. For instance, beneficial ownership includes
spouses, minor children and other relatives residing in the same household,
and trusts, partnerships, corporations or deferred compensation plans which
are affiliated with the principal.
(1) Includes 1,250 shares owned by his wife for which he disclaims beneficial
ownership. Also includes the right to acquire 1,385 shares pursuant to
vested options.
(2)Includes the right to acquire 30,124 shares pursuant to vested options.
(3)Includes the right to acquire 1,263 shares pursuant to vested options.
(4)Includes the right to acquire 4,044 shares pursuant to Class A Warrants,
and 1,500 shares pursuant to vested options.
(5)Includes the right to acquire 1,045 shares pursuant to vested options.
(6)Includes the right to acquire 1,458 shares pursuant to vested options.
(7)Includes 9,125 shares owned as custodian for his son, Daniel D. Veal,
9,125 shares owned as custodian for his son, Zachary T. Veal, both under the
Uniform Gifts to Minors Act, and 1,958 shares pursuant to vested options.
(8)Includes 25 shares owned by Mr Whelchel's daughter for which he disclaims
beneficial ownership, and 1,390 shares pursuant to vested options.
Item 12.Certain Relationships and Related Transactions.
During 1996, the Bank loaned funds to certain of GIFH's executive officers
and directors or to businesses in which such persons had an interest. All
such loans were: (a) in the ordinary course of business, (b) on substantially
the same terms, including interest rates and collateral, as those prevailing
at the time for comparable transactions with other persons, and (c) did not
involve more than the normal risk of collectibility or present other
unfavorable features.
On February 19, 1996, GIFH acquired Unit Number 200 of Plantation Chase
Condominium, a two-story, free standing, brick building containing
approximately 5,200 square feet of space (the "Building"), from 200
Plantation Chase Company, a Georgia general partnership in which Gregory S.
Junkin, Chairman of the Board and Chief Executive Officer of GIFH, was a 33
percent partner, for a purchase price of $350,000 (the "Purchase
Transaction"). In accordance with the terms of Section 14-2-862 of the
Georgia Business Corporation Code (O.C.G.A. Section 14-2-862), relating to
conflict of interest transactions, GIFH received authorization to engage in
the Purchase Transaction by the unanimous vote of all of the uninterested
directors of GIFH at a meeting of the Board of Directors on September 16,
1995. Board approval of the Purchase Transaction was contingent upon GIFH
obtaining an appraisal of the Building from an independent certified
appraiser in the amount of at least $350,000. Prior to the closing of the
Purchase Transaction, GIFH received a written appraisal indicating that the
market value of the Building as of December 10, 1995 was $355,000.
Item 13.Exhibits List and Reports on Form 8-K.
A.Exhibits Required Under Item 601 of Regulation S-B.
Exhibit No. Description
3(a)Restatement and Amendment of the Articles of Incorporation of GIFH,
effective August 24, 1995 (filed as Exhibit 3.(i) to GIFH's Quarterly Report
on Form 10-QSB for the quarter ended September 30, 1995 (File Number
33-19735-A), filed with the Commission on November 13, 1995 and incorporated
herein by reference).
3(b)Bylaws of GIFH (filed as Exhibit 3.(ii) to GIFH's Quarterly Report on
Form 10-QSB for the quarter ended September 30, 1995 (File No. 33-19735- A),
filed with the Commission on November 13, 1995 and incorporated herein by
reference).
10(a)Loan and Security Agreement dated March 14, 1995, between BankAmerica
Business Credit, Inc. and First Credit Service Corporation (filed as Exhibit
10(b) to GIFH's Annual Report on Form 10-KSB (File Number 33-19735-A), filed
with the Commission on March 31, 1995 and incorporated herein by reference).
10(b)The Golden Isles Financial Holdings, Inc. 1991 Incentive Stock Option
Plan and The Golden Isles Financial Holdings, Inc. 1991 Nonstatutory Stock
Option Plan (filed as Exhibit 10(a) to GIFH's Annual Report on Form 10-KSB
(File Number 33-19735-A), filed with the Commission on March 31, 1994 and
incorporated herein by reference).
10(c)Stock Option Agreement Under Golden Isles Financial Holdings, Inc. 1991
Incentive Stock Option Plan and 1991 Nonstatutory Stock Option Plan dated
February 22, 1994, between Golden Isles Financial Holdings, Inc. and Paul D.
Lockyer (filed as Exhibit 10(e) to GIFH's Annual Report on Form 10-KSB (File
Number 33-19735-A), filed with the Commission on March 31, 1995 and
incorporated herein by reference).
<PAGE>
10(d)Stock Option Agreement Under Golden Isles Financial Holdings, Inc. 1991
Incentive Stock Option Plan and 1991 Nonstatutory Stock Option Plan dated
February 22, 1994, between Golden Isles Financial Holdings, Inc. and Michael
D. Hodges (filed as Exhibit 10(f) to GIFH's Annual Report on Form 10-KSB
(File Number 33-19735-A), filed with the Commission on March 31, 1995 and
incorporated herein by reference).
10(e)Stock Option Agreement Under Golden Isles Financial Holdings, Inc. 1991
Incentive Stock Option Plan and 1991 Nonstatutory Stock Option Plan dated
January 28, 1993, between Golden Isles Financial Holdings, Inc. and Paul D.
Lockyer (filed as Exhibit 10(g) to the Registrant's Annual Report on
Form 10-KSB (File Number 33-19735-A), filed with the Commission on
March 31, 1995
2and incorporated herein by reference).
10(f)Stock Option Agreement Under Golden Isles Financial Holdings, Inc. 1991
Incentive Stock Option Plan and 1991 Nonstatutory Stock Option Plan dated
January 28, 1993, between Golden Isles Financial Holdings, Inc. and Michael
D. Hodges (filed as Exhibit 10(h) to the Registrant's Annual Report on Form
10-KSB (File Number 33-19735-A), filed with the Commission on March 31, 1995
and incorporated herein by reference).
10(g)Golden Isles Financial Holdings, Inc. 1995 Stock Option Plan (filed as
Exhibit 10.(i)to the Registrant's Quarterly Report on Form 10-QSB for the
quarter ended September 30, 1995 (File Number 33-19735-A), filed with the
Commission on November 13, 1995 and incorporated herein by reference).
10(h)Form of Option Agreement, dated July 25, 1995, entered into between GIFH
and each of Paul D. Lockyer and Michael D. Hodges (filed as Exhibit 10.(iii)
to the Registrant"s Quarterly Report on Form 10-QSB for the quarter ended
September 30, 1995 (File Number 33-19735-A), filed with the Commission on
November 13, 1995 and incorporated herein by reference).
10(i) Employment Agreement between the Bank and Paul D. Lockyer by letter
dated June 5, 1992 (filed as Exhibit 10.3 to the Registrant's Registration
Statement on Form SB-2 (File Number 33-77822), filed with the Commission on
May 27, 1994 and incorporated herein by reference).
10(j)Employment Agreement between the Bank and Michael D. Hodges by letter
dated June 5, 1992 (filed as Exhibit 10(j) to the Registrant's Annual Report
on Form 10-KSB (File Number 33-19735-A), filed with the Commission on March
31, 1995 and incorporated herein by reference).
10(k)Form of Restricted Stock Grant Agreement, dated July 25, 1995, entered
into between the Company and each of its directors and named executive
officers (filed as Exhibit 10.(ii)to the Registrant's Quarterly Report on
Form 10-QSB for the quarter ended September 30, 1995 (File No. 33-19735-A),
filed with the Commission on November 13, 1995 and incorporated herein by
reference).
10(l)Sales Contract dated November 29, 1995 between 200 Plantation Chase
Company, a Georgia general partnership, and the Registrant filed as Exhibit
10(l) to the Registrant's Annual Report on Form 10-KSB
(File Number 33-19735-A), filed with the Commission on March 31, 1996 and
incorporated herein by
reference).
10(m)Loan Agreement dated March 29, 1997, between American Banking Company
and Golden Isles Financial Holdings, Inc.
10(n)Employment Agreement between the Bank and Michael D. Hodges dated
February 20, 1997.
21 Subsidiaries of GIFH.
27 Financial Data Schedule.
99(a)Amendment No. 2 to Registrant's Registration Statement on Form SB-2
(File No. 33- 77822), filed with the Commission on April 29, 1995, is
incorporated herein by reference.
99(b)Text of Resolution adopted by Company's Board of Directors on December
9, 1996 (filed as Schedule 1 to Registrant's Definitive Proxy Statement dated
February 17, 1997 (File No. 0-27448), and filed with the Commission on
February 18, 1997, and incorporated herein by reference.
B.Reports on Form 8-K.
Filing Date Description of Items Reported Date of Report
10/31/96(1) Other Events, Exhibits
(reporting change in management) 10/17/96
1/9/97 (2) Change in Registrant's Certifying
Accountant 12/9/96
(1) This was amended by Form 8-K/A filed on November 22, 1996.
(2) This was amended by Form 8-K/A filed on January 27, 1997.
SIGNATURES
In accordance with the requirements of Section 13 or 15(d) of the Exchange
Act, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
GOLDEN ISLES FINANCIAL HOLDINGS, INC.
(Registrant)
By:
J. Thomas Whelchel
Acting Chairman
Date: March 31, 1997
In accordance with the requirements of the Exchange Act, this report has been
signed by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated:
Signature Title Date
/s/J. Thomas Whelchel Acting Chairman of the Board March 31, 1997
J. Thomas Whelchel of Board of Directors; Acting
Chief Executive Officer
(principal executive officer)
/s/L. McRee Harden Director March 31, 1997
L. McRee Harden
/s/Michael D. Hodges Director March 31, 1997
Michael D. Hodges
/s/Russell C. Jacobs, Jr. Director March 31, 1997
Russell C. Jacobs, Jr.
/s/Gregory S. Junkin Director March 31, 1997
Gregory S. Junkin
/s/Claude Kermit Keenum Director March 31, 1997
Claude Kermit Keenum
Director March 31,1997
Paul D. Lockyer
/s/Jimmy D. Veal Vice Chairman of the Board of
Jimmy D. Veal Directors; Secretary and
Treasurer March 31, 1997
INDEX TO EXHIBITS
Exhibit Sequential
Number Description Page Number
10 (m) Loan Agreement dated March 29, 1997
between American Banking Company and
Golden Isles Financial Holdings, Inc.
10 (n) Employment Agreement between the Bank and
Michael D. Hodges dated February 20, 1997.
21 Subsidiaries of GIFH
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 3,388,766
<INT-BEARING-DEPOSITS> 862,070
<FED-FUNDS-SOLD> 8,640,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 8,025,653
<INVESTMENTS-CARRYING> 2,053,844
<INVESTMENTS-MARKET> 2,031,272
<LOANS> 77,969,491
<ALLOWANCE> 1,445,365
<TOTAL-ASSETS> 112,647,564
<DEPOSITS> 82,808,168
<SHORT-TERM> 18,280,015
<LIABILITIES-OTHER> 1,510,105
<LONG-TERM> 300,101
0
0
<COMMON> 1,094,338
<OTHER-SE> 8,654,837
<TOTAL-LIABILITIES-AND-EQUITY> 112,647,564
<INTEREST-LOAN> 8,642,292
<INTEREST-INVEST> 515,445
<INTEREST-OTHER> 109,218
<INTEREST-TOTAL> 9,266,955
<INTEREST-DEPOSIT> 3,535,961
<INTEREST-EXPENSE> 4,439,595
<INTEREST-INCOME-NET> 4,827,360
<LOAN-LOSSES> 975,085
<SECURITIES-GAINS> (4,573)
<EXPENSE-OTHER> 7,237,252
<INCOME-PRETAX> (1,646,699)
<INCOME-PRE-EXTRAORDINARY> (1,646,699)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,208,666)
<EPS-PRIMARY> (0.52)
<EPS-DILUTED> 0
<YIELD-ACTUAL> 5.52
<LOANS-NON> 468,000
<LOANS-PAST> 552,000
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 1,020,000
<ALLOWANCE-OPEN> 728,057
<CHARGE-OFFS> 271,009
<RECOVERIES> 23,232
<ALLOWANCE-CLOSE> 1,445,365
<ALLOWANCE-DOMESTIC> 1,378,000
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 67,365
</TABLE>
EXHIBIT 21
SUBSIDIARIES OF GOLDEN ISLES FINANCIAL HOLDINGS, INC.
Percent owned
The First Bank of Brunswick,
a Georgia corporation 100%
First Bank Mortgage Corporation,
a Georgia corporation 100%
First Credit Service Corporation,
a Georgia corporation 100%
EXHIBIT 10(m)
AMERICAN BANKING COMPANY
MOULTRIE, GEORGIA
FINANCING - LOAN AGREEMENT
MARCH 29, 1997
FOR VALUE RECEIVED, GOLDEN ISLES FINANCIAL HOLDINGS, INC., of Glynn County,
Georgia, (together with its successors or assigns, "Borrower") agree with
AMERICAN BANKING COMPANY, with offices located in Moultrie, Colquitt County,
Georgia (Mailing address: P. O. Box 2527, Moultrie, GA 31776) ("Lender"), as
follows:
I. DEFINITIONS.
A."Liabilities" shall mean: (i) all obligations of Borrower hereunder, (ii)
all obligations of Borrower to Lender under those certain Notes of Borrower
to Lender dated March 29, 1997, in the original principal sum of
$3,500,000.00, and $1,000,000.00.
B."Collateral" shall mean: See Exhibit "A" attached hereto and made a part
hereof by reference.
C."Obligor" shall mean Borrower, GOLDEN ISLES FINANCIAL HOLDINGS, INC.
D."Default" shall mean the occurrence of any of the following events: (1)
non-payment when due of any amount payable on any of the Liabilities or
failure to perform any agreement of Borrower contained herein or in any
agreement out of which any of the Liabilities arose; (2) any statement,
representation, or warranty of Borrower made orally or in writing herein or
in any other writing or statement at any time furnished or made by Borrower
to Lender is untrue in any material respect as of the date furnished or made;
(3) suspension of the operation of Borrower's business; (4) Borrower becomes
insolvent, is unable to pay its debts as they mature, has imposed any type of
cease and desist order or similar ruling by State or Federal Banking
Authorities, or makes a conveyance fraudulent as to its creditors under any
state or federal law; (5) entry of any judgment against Borrower or creation,
assertion, or filing of any lien against the property of Borrower, except as
may be otherwise permitted or authorized by Lender; (6) dissolution, merger,
or consolidation of Borrower; (7) transfer of any part of the property of
Borrower without prior approval of Lender; (8) appointment of a receiver for
the Collateral or for any property in which Borrower has an interest; or (9)
Lender reasonably and in good faith feels insecure for any reason whatsoever.
II.PURPOSE OF LOAN. Borrower has applied for term loans as follows:
A.A $3,500,000.00 loan for the purpose of paying off an outstanding loan with
Southeastern Bank, Darien, Georgia, and for operating capital.
B.A loan up to $1,000,000.00 for the purpose of providing a revolving line of
credit to be used for operating capital.
III. INTEREST RATE.
The interest rate as committed to will be prime rate as publicly announced by
SunTrust Bank, Atlanta, as its prime rate plus 1/4% per annum, with changes
effective daily, if any, in the prime rate.
IV.MATURITY DATES & AMORTIZATION.
A.The $3,500,000.00 loan is structured for eighteen (18) months with interest
payable quarterly. At the end of the eighteen (18) month period, the
principal balance will be restructured to a ten (10) year amortization with a
five (5) year balloon. Interest will be paid quarterly with semi-annual
principal reductions of $175,000.00 each (total annual principal reduction of
$350,000.00).
B.The $1,000,000.00 revolving line of credit will initially be structured
with quarterly interest payments with the principal balance to mature in
twelve (12) months. Upon maturity, the $1,000,000.00 loan will be structured
with the same payment format as the $3,500,000.00 loan (II A) or at the
option of Obligor may be combined on a single amortization schedule.
C.The $750,000.00 loan will be structured using the same format as (II B).
V.COLLATERAL.
The Collateral for these credit facilities (2 loans)
will be 100% of the stock of THE FIRST BANK OF BRUNSWICK, a wholly owned
subsidiary of the Borrower.
VI.CLOSING REQUIREMENTS.
A.Lender must determine in its sole discretion that there have been no
unremedied adverse changes since its letter of March 18, 1997 to Borrower
(Exhibit B), or any other condition of Borrower which would warrant
withholding, or not making such disbursement or any further disbursement.
B.That all required Collateral has been delivered to Lender and all documents
herein required have been executed.
VII.REQUIRED DOCUMENTS.
A.Promissory Notes structured as herein set forth in Paragraphs II A & B
herein.
B.Board of Directors authorization and approval of Notes and loans referred
to in Paragraphs II A, B & C herein.
C.Resolution of Board authorizing loans according to terms and conditions of
letter dated March 18, 1997, and this Financing and Loan Agreement.
D.Hypothecation and pledge of all issued and outstanding stock of THE FIRST
BANK OF BRUNSWICK.
E.Letter of March 18, 1997 to Mr. Michael D. Hodge attached and included as
an integral part of this Financing - Loan Agreement.
VIII. BORROWER'S REPRESENTATIONS, WARRANTIES AND COVENANTS.
Borrower hereby warrants and represents that:
A.The execution, delivery and performance of this Agreement are within
Borrower's corporate powers, have been duly
authorized, are not in violation of law or the terms of Borrower's charter,
By-Laws, or other incorporation papers, or of any indenture, agreement or
undertaking to which Borrower is a party or by which Borrower is bound.
B.Borrower has full and absolute title to the Collateral, free of all
security interests, liens, and claims whatsoever.
C.No financing statement, mortgage, notice of lien, deed of trust, security
agreement, or any other agreement or instrument creating or giving notice of
an encumbrance or charge against any of the Collateral is in existence or on
file in any public office.
IX.COLLATERAL.
A.Borrower will physically deliver to Lender all Collateral (100% of all
issued and outstanding stock of THE FIRST BANK OF BRUNSWICK).
X.GENERAL COVENANTS OF BORROWER.
A.Borrower will at all times hereafter keep the Collateral free of all
security interests, liens and claims whatsoever.
B.Borrower will, from time to time on request of Lender, execute such
financing statements, notices, and other documents, and pay the cost of
filing or recording the same in all public offices deemed necessary by
Lender, and do such other acts as Lender may request to establish and
maintain a valid security interest in and security title to the Collateral.
C.Borrower will not sell, transfer, lease, abandon, or otherwise dispose of
any of the Collateral, or any interest therein.
D.Borrower will not obtain or attempt to obtain from any party other than
Lender, any loans, advances or other financial accommodations or
arrangements, for which loans, advances, or other financial accommodations or
arrangements a security interest in or security title to would be granted in
the Collateral, except as may be otherwise permitted or authorized by Lender.
E.Borrower shall, upon a Default hereunder or upon a request from Lender,
account fully and faithfully for and promptly pay or turn over to Lender
proceeds in whatever form received in disposition of the Collateral.
XI.LENDER'S RIGHTS EXCLUSIVE OF BORROWER'S DEFAULT.
Lender may examine, audit or inspect Borrower's records, the Collateral, and
all other assets of Borrower, or any portion thereof, wherever located, at
any reasonable time or times, and may enter upon Borrower's premises for such
purposes. Borrower shall assist Lender in whatever way necessary to make
each such examination, audit, and inspection. Lender, from time to time, at
its option, may perform any agreement of Borrower hereunder which Lender
shall fail to perform and may take any other action which Lender deems
necessary for the maintenance or preservation of any other Collateral, or its
interest therein, and Borrower agrees to reimburse forthwith Lender for all
expenses of Lender in connection with the foregoing, together with interest
thereof at the rate or rates specified in said herein referred to Notes, from
the date incurred until reimbursed by Borrower. Any such right exercised
hereunder being subject to State and Federal Regulatory Authorities.
XII. LENDER'S RIGHTS AND REMEDIES UPON DEFAULT.
Upon Default, at the option of Lender, the Liabilities, notwithstanding any
provisions thereof, without demand or notice of any kind thereupon,
immediately shall become due and payable and Lender may exercise from time to
time any rights and remedies available to it under the Uniform Commercial
Code and other applicable laws in the State of Georgia and the State and
Federal Banking Regulations. Borrower agrees to pay all costs of Lender with
respect to the collection of the Liabilities, and enforcement of Lender's
right hereunder, and if collected by and through an attorney at law,
reasonable attorney's fees and also other legal and court expenses.
XIII. NOTICE.
If any notification of intended disposition of the Collateral, or of any
other act by Lender is required by law, and a specific time period is not
stated therein, such notification, if mailed by first class mail at least ten
(10) days before such disposition or act, postage prepaid, addressed to
Borrower either at the address shown above, or at any other current address
of Borrower provided to Lender by Borrower, or appearing on the records of
Lender, shall be deemed reasonably and properly given.
XIV. NON-WAIVER OF RIGHTS AND REMEDIES.
No delay or failure on the part of Lender in the exercise of any right or
remedy shall operate as a waiver thereof, or of the exercise of any other
right or remedy. Time is of the essence of this Agreement.
XV. CONSTRUCTION.
This Agreement shall be governed by and construed in and enforced in
accordance with the laws of the State of Georgia, the State and Federal
Regulatory Authorities. The terms "security interest" and "security title"
as used herein shall include, and the Lender shall have all the rights,
interest, title, liens, claims and privileges that may be derived hereunder
and under the applicable laws of the various states and of the United States.
Wherever possible, each provision of this Agreement shall be interpreted in
such manner as to be effective and valid under applicable law, but if any
provision of this Agreement shall be prohibited by or invalid under
applicable law, said provision shall be ineffective only to the extent of
such prohibition or invalidity, without invalidating the remainder of such
provisions, or the remaining provisions of the Agreement.
XVI. NOTICES.
All notices shall be given to Borrower and Lender as follows:
A.Mr. Michael D. Hodges (or Successor)
President and Chief Executive Officer
The First Bank of Brunswick
P. O. Box 160
Brunswick, GA 31521
B. Mr. Ronnie Marchant (or Successor)
President
American Banking Company
P. O. Box 2527
Moultrie, GA 31776
XVII. BENEFIT. The rights and privileges of Lender hereunder shall inure to
the benefit of its successors and assigns.
IN WITNESS WHEREOF, Borrower and Lender have caused their corporate
names to be hereunto set and their corporate seals to be hereunto affixed by
their duly authorized offices this 29th day of March, 1997.
GOLDEN ISLES FINANCIAL HOLDINGS,
INC.
BY:______________________________
J. THOMAS WHELCHEL, Interim
Chairman
ATTEST:__________________________
JIMMY D. VEAL, Secretary
"BORROWER"
(SEAL)
AMERICAN BANKING COMPANY
BY:______________________________
RONNIE F. MARCHANT, President
ATTEST:__________________________
"LENDER"
(SEAL)<PAGE>
EXHIBIT "A"
COLLATERAL
A. All (100%) of issued and outstanding stock of THE FIRST BANK OF
BRUNSWICK.
EXHIBIT 10(n)
EMPLOYMENT AGREEMENT
This Employment Agreement (the "Agreement") is made as of the 20th day of
February, 1997, by and between The First Bank of Brunswick (the "Bank"), and
Michael D. Hodges (the "Executive").
WITNESSETH:
WHEREAS, the Bank desires to retain the services of and employ the
Executive, and the Executive desires to provide services to the Bank,
pursuant to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the promises and of the covenants and
agreements herein contained, the Bank and the Executive covenant and agree as
follows:
1. Employment. Pursuant to the terms and conditions of this Agreement,
the Bank agrees to employ the Executive and the Executive agrees to render
services to the Bank as set forth herein.
2. Position and Duties. During the term of this Agreement, the Executive
shall serve as President and Chief Executive Officer of the Bank, and shall
undertake such duties, consistent with such title and consistent with the
duties performed by the Executive in such capacity prior to the date of this
Agreement, as may be assigned to Executive from time to time by the Board of
Directors of the Bank (referred to as the "Board").
3. Term. The initial term of this Agreement shall be for a period of two
years, commencing with the date hereof and expiring (unless sooner terminated
as otherwise provided in this Agreement or unless otherwise extended as
provided in this Agreement) on the second anniversary of this Agreement,
which date, including any earlier or later date of termination shall be
referred to as the "Expiration Date." The term of this Agreement and the
employment of the Executive by the Bank hereunder shall be deemed
automatically renewed for successive periods of one year commencing on the
second anniversary date of this Agreement, unless either party gives the
other written notice, at least 90 days prior to the end of the then term of
this Agreement.
4. Compensation. During the term of this Agreement, the Bank shall pay or
provide to the Executive as compensation for the services of the Executive
set forth in Section 2 hereof:
(a) A base annual salary of $125,000 payable in such periodic installments
as salary is paid to other employees of the Bank (such base salary to be
subject to increase thereafter by the Board in its discretion); and
(b) The Executive shall be entitled to such individual bonuses and other
compensation to the Executive as may be authorized by the Board from time to
time.
5. Benefits. The Bank shall provide to the Executive such medical,
health, and life insurance as well as other benefits as the Board shall
determine from time to time. At a minimum, the Executive shall be entitled
to participate in all employee benefit plans offered by the Bank to its
employees generally. The Bank shall provide to the Executive an automobile,
to be replaced on the earlier of three years or 50,000 miles, with such
specifications as may be approved by the Board. The Bank also shall
reimburse the Executive for membership in a country club selected by the
Executive and such other social clubs as shall be mutually agreed upon by the
Bank and the Executive.
6. Vacation. The Executive shall take such vacation time at such periods
during each year as the Board and the Executive shall determine from time to
time, the amount of such vacation time to be consisted with the policies of
the Bank. The Executive shall be entitled to full compensation during such
vacation periods.
7. Termination. The employment of the Executive may be terminated:
(a) By the Bank at any time and immediately upon written notice to the
Executive if said discharge is for cause. In the notice of termination
furnished to the Executive under this Section 7(a), the reason or reasons for
said termination shall be given and, if no reason or reasons are given for
said termination, said termination shall be deemed to be without cause and
not permitted under this Section 7(a). For purposes of this Agreement,
"cause" shall mean termination because the Executive willfully failed to
substantially perform the duties of his employment (which failure has a
material adverse effect on the Bank), or is convicted of a felony (other than
traffic violations or similar offenses).
In the event of termination for cause, the Bank shall pay the Executive only
salary, vacation, and bonus amounts accrued and unpaid as of the effective
date of termination.
(b) By the Bank without cause. If the Executive's employment is terminated
without cause, the Bank shall for a period until one year following the date
of such termination:
(i) continue to pay to the Executive the base annual salary in effect under
Section 4(a) on the date of said termination;
(ii) continue to provide for the benefit of the Executive the life insurance
benefits, the benefits set forth in Section 5, and all other benefits
provided to the Executive prior to termination; and
(iii) reimburse the Executive for continued coverage in accordance with the
Consolidated Omnibus Budget Reconciliation Act under the Bank's medical
insurance plan.
(c) By the Executive upon the Executive's resignation. If the Executive's
employment is terminated because of the Executive's resignation, the Bank
shall be obligated to pay to the Executive any salary, vacation, and bonus
amounts accrued and unpaid as of the effective date of such resignation.
(d) As a result of the death of the Executive. If the Executive's
employment is terminated by the death of the Executive, this Agreement shall
automatically terminate, and the Bank shall be obligated to pay to the
Executive's estate any salary, vacation, and bonus amounts accrued and unpaid
at the date of death.
8.Notice. All notices permitted or required to be given to either party
under this Agreement shall be in writing and shall be deemed to have been
given (a) in the case of delivery, when addressed to the other party as set
forth at the end of this Agreement and delivered to said address, (b) in the
case of mailing, three days after the same has been mailed by certified mail,
return receipt requested, and deposited postage prepaid in the U.S. Mails,
addressed to the other party at the address as set forth at the end of this
Agreement, and (c) in any other case, when actually received by the other
party. Either party may change the address at which said notice is to be
given by delivering notice of such to the other party to this Agreement in
the manner set forth herein.
9.Governing Law. This Agreement shall be construed in accordance with and
shall be governed by the laws of the State of Georgia.
10.Attorneys' Fees and Costs. In the event a dispute arises between the
parties under this Agreement and suit is instituted, the Executive shall be
entitled to recover the Executive's costs and attorneys' fees from the Bank
if the Executive is the prevailing, or substantially prevailing, party in
such proceeding. As used herein, costs and attorneys' fees include any costs
and attorneys' fees in any appellate proceeding.
11.No Third Party Beneficiary. This Agreement is solely between the parties
hereto, and no person not a party to this Agreement shall have any rights
hereunder, either as a third party beneficiary or otherwise. The rights and
obligations of the parties under this Agreement shall inure to the benefit of
and shall be binding upon their respective successors and legal
representatives.
12.Effect on Other Agreements. This Agreement and the termination thereof
shall not affect any other agreement between the Executive and the Bank, and
the receipt by the Executive of benefits thereunder.
13.Miscellaneous. The rights and duties of the parties hereunder are
personal and may not be assigned or delegated without the prior written
consent of the other party to this Agreement. The captions used herein are
solely for the convenience of the parties and are not used in construing this
Agreement. Time is of the essence of this Agreement and the performance by
each party of its or his duties and obligations hereunder.
14.Complete Agreement. This Agreement constitutes the complete agreement
between the parties hereto and incorporates all prior discussions, agreements
and representations made in regard to the matters set forth herein. This
Agreement may not be amended, modified or changed except by a writing signed
by the party to be charged by said amendment, change or modification.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
"EXECUTIVE" THE FIRST BANK OF BRUNSWICK
______________________________ By:______________________________
Address:
______________________________ As its: ____________________________
______________________________
