<PAGE>
U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Fiscal Year Ended December 31, 1999
Commission File Number 0-27448
GOLDEN ISLES FINANCIAL HOLDINGS, INC.
A Georgia Corporation
(IRS Employer Identification No. 58-1756713)
3811 Frederica Road
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:
Common Stock No Par Value
(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. [_]
The Registrant's revenues for the fiscal year ended December 31, 1999 were
$10,936,587.00.
The aggregate market value of the Common Stock of the Registrant held by
nonaffiliates of the Registrant on March 3, 2000, was $15,009,000. The
aggregate market value of the Common Stock held by nonaffiliates was computed by
reference to the fair market value of $6.00 per share of the Company's Common
Stock as of March 3, 2000, as reported on NASDAQ, on which the Company's Common
Stock is traded. 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 3, 2000: 2,501,500 shares of no par
value Common Stock.
<PAGE>
Security Ownership of Management*
Percent
Name and Address -------
of Beneficial Owner Number of Shares of Class
- ------------------- ---------------- --------
L. McRee Harden (1) 23,495 .94%
P.O. Box 2369
Darien, GA 31305
Michael D. Hodges (2) 90,838 3.63%
207 Dunbarton Drive
St. Simons Island, GA 31522
Russell C. Jacobs, Jr. (3) 24,769 .99%
308 Oak Grove Island Drive
Brunswick, GA 31525
C. Kermit Keenum (4) 23,687 .95%
100 Old Mountain Road
Powder Springs, GA 30073
Jimmy D. Veal (5) 92,458 3.70%
290 Osprey
Brunswick, GA 31525
J. Thomas Whelchel (6) 56,999 2.28%
22 Boundary Lane
St. Simons Island, GA 31522
Charles R. Acosta (7) 36,173 1.45%
226 Medinah
St. Simons Island, GA 31522
James M. Fiveash (8) 14,167 .57%
605 King Cotton Row
Brunswick, GA 31525
Charles K. Werk (9) 154,636 6.18%
203 Medinah
St. Simons Island, GA 31522
All Directors and Executive 517,222 20.68%
Officers as a Group (9 persons)
-84-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been duly signed on behalf of Registrant by the undersigned,
thereunto duly authorized, in the City of St. Simons Island, State of Georgia,
on March 24, 2000.
GOLDEN ISLES FINANCIAL HOLDINGS, INC.
By: /s/ J. Thomas Whelchel
--------------------------------------------
J. THOMAS WHELCHEL, Chairman of the Board of
Directors and Chief Executive Officer
Know All Men By These Presents, that each person whose signature appears
below constitutes and appoints J. Thomas Whelchel and Michael D. Hodges, and
either of them (with full power in each to act alone), as true and lawful
attorneys-in-fact, with full power of substitution, for him in his name, place
and stead, in any and all capacities, to sign any amendment to this report, and
to file the same, with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as full and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that each of said
attorneys-in-fact, or either of them, or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons in the capacities indicated on
March 24, 2000.
/s/ J. Thomas Whelchel Chairman of the Board of Directors,
- ---------------------------- Chief Executive Officer (principal executive
J. Thomas Whelchel officer)
/s/ L. McRee Harden Director
- ----------------------------
L. McRee Harden
/s/ Michael D. Hodges President, Chief Operating Officer
- ---------------------------- and Director
Michael D. Hodges
/s/ Russell C. Jacobs, Jr. Director
- ----------------------------
Russell C. Jacobs, Jr.
/s/ James M. Fiveash Director
- ----------------------------
James M. Fiveash
/s/ Claude Kermit Keenum Director
- ----------------------------
Claude Kermit Keenum
/s/ Charles Ray Acosta Director
- ----------------------------
Charles Ray Acosta
/s/ Jimmy D. Veal Vice Chairman of the Board of
- ---------------------------- Directors; Secretary and Treasurer
Jimmy D. Veal
/s/ Charles K. Werk Director
- ----------------------------
Charles K. Werk
-89-
<PAGE>
INDEX TO EXHIBITS
Exhibit Sequential
Number Description Page Number
27 Financial Data Schedule
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 4,017,512
<INT-BEARING-DEPOSITS> 13,888
<FED-FUNDS-SOLD> 6,945,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 19,244,799
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 98,246,349
<ALLOWANCE> 2,559,153
<TOTAL-ASSETS> 132,397,207
<DEPOSITS> 112,742,906
<SHORT-TERM> 5,888,829
<LIABILITIES-OTHER> 550,780
<LONG-TERM> 0
0
0
<COMMON> 1,094,338
<OTHER-SE> 12,120,354
<TOTAL-LIABILITIES-AND-EQUITY> 132,397,207
<INTEREST-LOAN> 8,568,537
<INTEREST-INVEST> 1,334,074
<INTEREST-OTHER> 335,991
<INTEREST-TOTAL> 10,238,602
<INTEREST-DEPOSIT> 4,963,675
<INTEREST-EXPENSE> 5,330,918
<INTEREST-INCOME-NET> 4,907,684
<LOAN-LOSSES> 1,470,000
<SECURITIES-GAINS> 8,257
<EXPENSE-OTHER> 3,704,228
<INCOME-PRETAX> 431,441
<INCOME-PRE-EXTRAORDINARY> 275,119
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 275,119
<EPS-BASIC> 0.11
<EPS-DILUTED> 0.11
<YIELD-ACTUAL> 4.11
<LOANS-NON> 1,809,000
<LOANS-PAST> 392,000
<LOANS-TROUBLED> 1,508,922
<LOANS-PROBLEM> 7,147,446
<ALLOWANCE-OPEN> 1,825,319
<CHARGE-OFFS> 803,942
<RECOVERIES> 67,776
<ALLOWANCE-CLOSE> 2,559,153
<ALLOWANCE-DOMESTIC> 2,559,153
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
