<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
Commission File No. 0-27448
GOLDEN ISLES FINANCIAL HOLDINGS, INC.
(Exact name of small business issuer as specified in its charter)
Georgia 58-1756713
(State of Incorporation) (I.R.S. Employer Identification No.)
3811 Frederica Road, St. Simons Island, Georgia 31522
(Address of Principal Executive Offices)
(912) 638-0667
(Issuer's Telephone Number, Including Area Code)
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last
Report)
Check whether the issuer (1) filed all reports required to be filed by section
13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the issuer was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.
Yes X No
APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding
of each of the issuer's classes of common equity as of the latest practicable
date.
Common Stock, no par value per share: 2,501,500 shares issued and outstanding
as of May 1, 2000.
Transitional Small Business Disclosure Format:
Yes No X
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
GOLDEN ISLES FINANCIAL HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
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<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
------------ --------------
Assets (Unaudited) (Audited)
------------ --------------
<S> <C> <C>
Cash and due from banks $ 3,452,846 $ 4,017,512
Interest-bearing deposits in banks 1,946,321 13,888
Federal funds sold 2,120,000 6,945,000
Securities available for sale, at fair value 19,677,018 18,878,399
Other investments, at cost 390,000 366,400
Loans 103,294,490 98,246,349
Less allowance for loan losses 2,663,672 2,559,153
--------------- --------------
Loans, net 100,630,818 95,687,196
--------------- --------------
Property and equipment, net 3,553,501 3,408,237
Other assets 2,967,981 3,080,575
--------------- --------------
Total assets $ 134,738,485 $ 132,397,207
=============== ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits
Non-interest bearing demand $ 11,467,875 $ 10,316,942
Interest-bearing demand 26,669,466 27,531,519
Savings 2,598,678 2,511,320
Time, $100,000 and over 19,524,137 19,529,633
Other time 52,665,333 52,853,492
--------------- --------------
Total deposits 112,925,489 112,742,906
--------------- --------------
Federal Home Loan Bank borrowings 7,799,329 5,888,829
Other liabilities 560,404 550,780
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Total liabilities 121,285,222 119,182,515
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Shareholders' Equity:
Common stock, no par value
50 million shares authorized, 2,501,500 shares
issued and outstanding 1,094,338 1,094,338
Capital surplus 11,702,792 11,693,718
Retained earnings 1,109,861 800,904
Accumulated other comprehensive loss (453,728) (374,268)
--------------- --------------
Total shareholders' equity 13,453,263 13,214,692
--------------- --------------
Total liabilities and shareholders' equity $ 134,738,485 $ 132,397,207
=============== ==============
</TABLE>
GOLDEN ISLES FINANCIAL HOLDINGS, INC.
CONSOLIDATED INCOME STATEMENTS
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<TABLE>
<CAPTION>
Three Months Ended
March 31,
----------------------------------------
2000 1999
---------------- --------------
(Unaudited) (Unaudited)
---------------- --------------
<S> <C> <C>
Interest income
Interest and fees on loans $ 2,382,073 $ 2,082,327
Interest and dividends on taxable securities 308,957 322,784
Other interest income 90,145 58,315
------------- --------------
Total interest income 2,781,175 2,463,426
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Interest expense
Interest on deposits 1,361,564 1,194,032
Interest on other borrowings 90,147 81,842
------------- --------------
Total interest expense 1,451,711 1,275,874
------------- --------------
Net interest income 1,329,464 1,187,552
Provision for possible loan losses 75,000 70,000
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Net interest income after provision for loan losses 1,254,464 1,117,552
------------- --------------
Other Income
Income from origination of mortgage loans,
less related expense 40,675 46,236
Service charges on deposit accounts 117,907 95,827
Net realized gain on sales of securities - 2,240
Other 32,621 38,681
------------- --------------
Total other income 191,203 182,984
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Other expense
Salaries and employee benefits 586,301 488,179
Equipment and occupancy expense 136,658 136,565
Advertising and business development 37,443 20,859
Legal and professional 53,835 41,565
Supplies and printing 39,814 26,656
Other operating expenses 123,548 132,309
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Total other expense 977,599 846,133
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Income before income tax 468,068 454,403
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Applicable income tax 159,109 160,213
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Net income 308,959 294,190
Other comprehensive income, net of tax:
Net unrealized holding losses arising during period (79,460) (94,492)
------------- --------------
Comprehensive income $ 229,499 $ 199,698
============= ==============
Income per share - Basic $ 0.12 0.12
Income per share - Diluted 0.12 0.12
Average shares outstanding 2,501,500 2,476,139
</TABLE>
GOLDEN ISLES FINANCIAL HOLDINGS, INC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
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<TABLE>
<CAPTION>
Three Months Ended
March 31,
--------------------------
2000 1999
---------- --------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 308,959 $ 294,190
Adjustments to reconcile net income to net
cash provided by (used in) operating activities:
Depreciation and amortization 67,661 73,113
Provision for loan losses 75,000 70,000
Net change in other prepaids and accruals 163,153 (702,719)
------------- ------------
Net cash provided by (used in)
operating activities 614,773 (265,416)
------------- ------------
INVESTING ACTIVITIES
Increase in interest-bearing deposits in banks (1,932,433) -
(Increase) decrease in Federal funds sold 4,825,000 (2,180,000)
Available for sale securities:
Proceeds from maturities and paydowns 64,736 6,583,266
Purchases (983,750) (6,019,375)
Purchase of FHLB stock (23,600) -
(Increase) decrease in loans, net (5,018,622) 4,160,670
Purchases of premises and equipment (212,925) -
------------- ------------
Net cash provided (used in) investing
activities (3,281,594) 2,544,561
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FINANCING ACTIVITIES
Net increase (decrease) in deposits 182,583 (903,802)
Net increase (decrease) in FHLB borrowings 1,910,500 (89,500)
Vesting of restricted stock, net 9,072 33,458
------------- ------------
Net cash provided by (used in)
activities 2,102,155 (959,844)
------------- ------------
Net increase (decrease) in cash and due from banks (564,666) 1,319,301
Cash and due from banks at beginning of period 4,017,512 3,131,141
------------- ------------
Cash and due from banks at end of period $ 3,452,846 $ 4,450,442
============= ============
</TABLE>
<PAGE>
GOLDEN ISLES FINANCIAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accounting and reporting policies of Golden Isles Financial
Holdings, Inc. ("the Company") conform to generally accepted
accounting principles and to general practices within the banking
industry. The interim consolidated financial statements included
herein are unaudited, but reflect all adjustments which, in the
opinion of management, are necessary for a fair presentation of the
consolidated financial position and results of operations for the
interim periods presented. All adjustments reflected in the interim
financial statements are of a normal, recurring nature. Such
financial statements should be read in conjunction with the financial
statements and notes thereto and the report of the independent
auditors included in the Company's Form 10-KSB Annual Report for the
year ended December 31, 1999. The results of operations for the three
months ended March 31, 2000 are not necessarily indicative of the
results to be expected for the full year.
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<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
Liquidity is the Company's ability to meet all deposit withdrawals
immediately, while also providing for the credit needs of customers. The March
31, 2000 consolidated financial statements evidence a fair liquidity position as
total cash, interest-bearing deposits and Federal funds sold amounted to $7.5
million, representing 5.6% of total assets. Investment securities amounted to
$20.0 million, representing 14.6% of total assets. These securities provide a
secondary source of liquidity since they can be converted into cash in a timely
manner. The Company's ability to maintain and expand its deposit base and
borrowing capabilities would provide an additional source of liquidity. For the
three-month period ended March 31, 2000, total deposits increased slightly from
$112.7 million to $112.9 million, and borrowings from the Federal Home Loan Bank
increased from $5.9 million to $7.8 million. Management closely monitors and
maintains appropriate levels of interest-earning assets and interest-bearing
liabilities so that maturities of assets are such that adequate funds are
provided to meet customer withdrawals and loan demand. Available funding
sources are also closely monitored. There are no trends, demands, commitments,
events or uncertainties that will result in or are reasonably likely to affect
the Company's liquidity position in any material way.
The Company is subject to various regulatory capital requirements
administered by the federal and state 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 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's 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 to maintain minimum amounts and ratios of total and Tier 1
capital to risk-weighted assets and of Tier 1 capital to average assets.
Management believes, as of March 31, 2000, the Company meets all capital
adequacy requirements to which it is subject and should be categorized as well
capitalized under the regulatory framework for prompt corrective action.
-3-
<PAGE>
RESULTS FROM OPERATIONS
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 its ability to obtain an adequate spread between the rate
earned on interest-earning assets and the rate paid on interest-bearing
liabilities.
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, interest-bearing
deposits in banks, and Federal funds sold. Interest-bearing liabilities consist
of deposits and other borrowings.
The net interest margin was 4.19% and 4.15% during the three months ended
March 31, 2000 and 1999, respectively, or an increase of 4 basis points. The
increase is due primarily to an increase in the volume and yield on loans.
Average loans increased from $88.4 million for the first quarter 1999 with a
yield of 9.55% to $99.4 million for the first quarter 2000 with a yield of
9.64%. The yield on average earning assets was 8.87% and 8.61% during the three
months ended March 31, 2000 and 1999, respectively. Cost of funds increased to
5.45% for the three months ended March 31, 2000 as compared to 5.22% for the
three months ended March 31, 1999. This increase in cost of funds is due to a
general increase in interest rates and high cost of funds in the local market
area.
Net interest income increased $142,000 or 11.95% during the three months
ended March 31, 2000 as compared to the three months ended March 31, 1999. This
increase is due primarily to the increase in loan volume as discussed above.
Noninterest income for the three months ended March 31, 2000 and 1999
amounted to $191,000 and $183,000, respectively. Service charges on deposit
accounts increased by $22,000 or 23.04%. This increase in service charges is
reflective of the increase in balances of non-interest bearing deposits which
increased 24.12% from $9,239,000 at March 31, 1999 to $11,468,000 at March 31,
2000.
-4-
<PAGE>
RESULTS FROM OPERATIONS (Continued)
Noninterest expense for the three months ended March 31, 2000 increased
15.54% to $978,000 as compared to $846,000 for the three months ended March 31,
1999. Salaries and employee benefits increased due to the increase in the
number of full-time equivalent employees of 49 at March 31, 1999 to 57 at March
31, 2000. Seven employees were added to staff of the North Glynn Branch which
opened in a temporary facility in April 2000. These additional employees were
added during February 2000. Additional operating expenses were also incurred
during the first quarter 2000 to advertise the branch opening and to provide
supplies for the new branch.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
As of March 31, 2000, there are no material pending legal proceedings
to which the Company or any of its subsidiaries is a party or of which any of
their property is the subject.
Item 2. Changes in Securities.
(a) None.
(b) None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
None
-5-
<PAGE>
PART II - OTHER INFORMATION (Continued)
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
Exhibit No: Description
27 Financial Data Schedule
(b) Reports on Form 8-K - There were no reports on Form 8-K filed
during the quarter ended March 31, 2000.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, 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)
Date: May 10, 2000
By: /s/ Sharon D. Hundley
Sharon D. Hundley
Chief Financial Officer
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<PAGE>
INDEX TO EXHIBITS
Exhibit Sequential
Number Description Page Number
27 Financial Data Schedule 11
-7-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<LEGEND>
This schedule contains summary financial information extracted from Golden Isles
Financial Holdings, Inc. unaudited consolidated financial statements for the
period ended March 31, 2000, and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 3,452,846
<INT-BEARING-DEPOSITS> 1,946,321
<FED-FUNDS-SOLD> 2,120,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 19,677,018
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 103,294,490
<ALLOWANCE> 2,663,672
<TOTAL-ASSETS> 134,738,485
<DEPOSITS> 112,925,489
<SHORT-TERM> 0
<LIABILITIES-OTHER> 560,404
<LONG-TERM> 7,799,329
0
0
<COMMON> 1,094,338
<OTHER-SE> 12,358,925
<TOTAL-LIABILITIES-AND-EQUITY> 134,738,485
<INTEREST-LOAN> 2,382,073
<INTEREST-INVEST> 308,957
<INTEREST-OTHER> 90,145
<INTEREST-TOTAL> 2,781,175
<INTEREST-DEPOSIT> 1,361,564
<INTEREST-EXPENSE> 1,451,711
<INTEREST-INCOME-NET> 1,329,464
<LOAN-LOSSES> 75,000
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 977,599
<INCOME-PRETAX> 468,068
<INCOME-PRE-EXTRAORDINARY> 468,068
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 308,959
<EPS-BASIC> 0.12
<EPS-DILUTED> 0.12
<YIELD-ACTUAL> 4.19
<LOANS-NON> 2,467,000
<LOANS-PAST> 1,000
<LOANS-TROUBLED> 337,000
<LOANS-PROBLEM> 7,208,000
<ALLOWANCE-OPEN> 2,559,153
<CHARGE-OFFS> 73,880
<RECOVERIES> 103,399
<ALLOWANCE-CLOSE> 2,629,437
<ALLOWANCE-DOMESTIC> 2,629,437
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 34,235
</TABLE>
