GOLDEN ISLES FINANCIAL HOLDINGS INC
10QSB, 2000-08-14
NATIONAL COMMERCIAL BANKS
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<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 June 30, 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:  2,465,300 shares issued and outstanding
as of June 30, 2000.

Transitional Small Business Disclosure Format:
Yes      No     X

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS
<PAGE>

                     GOLDEN ISLES FINANCIAL HOLDINGS, INC.

                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
                                                                                   June 30,                   December 31,
                                                                                     2000                         1999
ASSETS                                                                           (Unaudited)                   (Audited)
                                                                               --------------               ---------------
<S>                                                                            <C>                          <C>
Cash and due from banks                                                        $    2,812,851               $     4,017,512
Interest-bearing deposits in banks                                                     83,129                        13,888
Federal funds sold                                                                  3,893,000                     6,945,000
Securities available for sale, at fair value                                       19,607,403                    18,878,399
Other investments, at cost                                                            582,700                       366,400

Loans                                                                             112,875,301                    98,246,349
Less allowance for loan losses                                                      2,729,922                     2,559,153
                                                                               --------------               ---------------
   Loans, net                                                                     110,145,379                    95,687,196
                                                                               --------------               ---------------
Property and equipment, net                                                         3,868,595                     3,408,237
Other assets                                                                        2,885,887                     3,080,575
                                                                               --------------               ---------------
Total Assets                                                                   $  143,878,944               $   132,397,207
                                                                               ==============               ===============
LIABILITIES AND SHAREHOLDERS' EQUITY

Deposits
  Non-interest bearing demand                                                  $   11,913,259               $    10,316,942
  Interest-bearing demand                                                          25,177,237                    27,531,519
  Savings                                                                           2,421,258                     2,511,320
  Time, $100,000 and over                                                          18,834,694                    19,529,633
  Other time                                                                       59,908,526                    52,853,492
                                                                               --------------               ---------------
  Total Deposits                                                                  118,254,974                   112,742,906
                                                                               --------------               ---------------

Federal Home Loan Bank borrowings                                                  11,582,993                     5,888,829
Other Liabilities                                                                     687,998                       550,780
                                                                               --------------               ---------------
  Total liabilities                                                               130,525,965                   119,182,515
                                                                               --------------               ---------------
Shareholders' Equity:
  Common stock, no par value
    50 million shares authorized, 2,505,500 shares
    issued and 2,505,500 shares outstanding 12/31/99
    and 2,465,300 shares outstanding 6/30/2000                                      1,094,338                     1,094,338
Capital Surplus                                                                    11,711,866                    11,693,718
Retained earnings                                                                   1,235,420                       800,904
Treasury stock, at cost, 40,200 shares - 6/30/2000                                   (269,450)                            -
Accumulated other comprehensive loss                                                 (419,195)                     (374,268)
                                                                               --------------               ---------------
  Total Shareholders' Equity                                                       13,352,979                    13,214,692
                                                                               --------------               ---------------
Total Liabilities and Shareholders' Equity                                     $  143,878,944               $   132,397,207
                                                                               ==============               ===============
</TABLE>
<PAGE>

                     GOLDEN ISLES FINANCIAL HOLDINGS, INC.

                        CONSOLIDATED INCOME STATEMENTS

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
                                                                                           Three Months Ended June 30,
                                                                                         2000                       1999
                                                                                      (Unaudited)                (Unaudited)
                                                                                    --------------             ---------------
<S>                                                                                 <C>                        <C>
Interest income
  Interest and fees on loans                                                        $    5,019,954            $      4,100,946
  Interest and dividends on taxable securities                                             624,024                     644,248
  Other interest income                                                                    144,353                     163,855
         Total interest income                                                           5,788,331                   4,909,049
                                                                                    --------------             ---------------
Interest expense
  Interest on deposits                                                                   2,784,132                   2,386,888
  Interest on other borrowings                                                             247,216                     186,883
                                                                                    --------------             ---------------
         Total interest expense                                                          3,031,348                   2,573,771
                                                                                    --------------             ---------------

Net interest income                                                                      2,756,983                   2,335,278
Provision for possible loan losses                                                         150,000                     140,000
                                                                                    --------------             ---------------
Net interest income after provision
  for loan losses                                                                        2,606,983                   2,195,278
                                                                                    --------------             ---------------

Other income
  Income from origination of mortgage loans,
       less related expenses                                                                85,675                      95,752
  Service charges on deposit accounts                                                      236,975                     193,618
  Other                                                                                     45,334                      40,637
                                                                                    --------------             ---------------
         Total other income                                                                367,984                     332,247
                                                                                    --------------             ---------------

Other expense
  Salaries and employee benefits                                                         1,187,444                     986,862
  Equipment and occupancy expense                                                          290,075                     278,726
  Advertising and business development                                                      68,113                      54,189
  Legal and professional                                                                   108,531                      94,756
  Supplies and printing                                                                     96,180                      63,965
  Other operating expenses                                                                 263,600                     262,845
                                                                                    --------------             ---------------
         Total other expense                                                             2,013,943                   1,741,343
                                                                                    --------------             ---------------

         Income before income tax                                                          961,024                     786,182

Applicable income tax                                                                      328,882                     268,845
                                                                                    --------------             ---------------
         Net income                                                                        632,142                     517,337

Other comprehensive income, net of tax:
  Net unrealized holding gains (losses) arising during period                                    -                           -
                                                                                    --------------             ---------------
         Comprehensive income                                                       $      632,142             $       517,337
                                                                                    ==============             ===============
Income per share - Basic                                                            $         0.25             $          0.21
Income per share - Diluted                                                                    0.25                        0.21
Average shares outstanding                                                               2,483,531                   2,482,953
</TABLE>
<PAGE>

                     GOLDEN ISLES FINANCIAL HOLDINGS, INC.

                        CONSOLIDATED INCOME STATEMENTS

<TABLE>
<CAPTION>
==============================================================================================================

                                                                           Six Months Ended June 30,
                                                                       2000                        1999
                                                                    (Unaudited)                 (Unaudited)
                                                                 ----------------            ----------------
<S>                                                              <C>                         <C>
Interest income
  Interest and fees on loans                                     $      5,019,954            $      4,100,946
  Interest and dividends on taxable securities                            624,024                     644,248
  Other interest income                                                   144,353                     163,855
                                                                 ----------------            ----------------
          Total interest income                                         5,788,331                   4,909,049
                                                                 ----------------            ----------------

Interest expense
  Interest on deposits                                                  2,784,132                   2,386,888
  Interest on other borrowings                                            247,216                     186,883
                                                                 ----------------            ----------------
          Total interest expense                                        3,031,348                   2,573,771
                                                                 ----------------            ----------------

          Net interest income                                           2,756,983                   2,335,278
Provision for possible loan losses                                        150,000                     140,000
                                                                 ----------------            ----------------
          Net interest income after provision
            for loan losses                                             2,606,983                   2,195,278
                                                                 ----------------            ----------------
Other income
  Income from origination of mortgage loans,
       less related expenses                                               85,675                      95,752
  Service charges on deposit accounts                                     236,975                     193,618
  Net realized gain on sales of securities                                      -                       2,240
  Other                                                                    45,334                      40,637
                                                                 ----------------            ----------------
          Total other income                                              367,984                     332,247
                                                                 ----------------            ----------------
Other expense
  Salaries and employee benefits                                        1,187,444                     986,862
  Equipment and occupancy expense                                         290,075                     278,726
  Advertising and business development                                     68,113                      54,189
  Legal and professional                                                  108,531                      94,756
  Supplies and printing                                                    96,180                      63,965
  Other operating expenses                                                263,600                     262,845
                                                                 ----------------            ----------------
          Total other expense                                           2,013,943                   1,741,343
                                                                 ----------------            ----------------

          Income before income tax                                        961,024                     786,182

Applicable income tax                                                     328,882                     268,845
                                                                 ----------------            ----------------

          Net income                                                      632,142                     517,337

Other comprehensive income, net of tax:
  Net unrealized holding losses arising during period                           -                           -
                                                                 ----------------            ----------------
Comprehensive income                                             $        632,142            $        517,337
                                                                 ================            ================
Income per share - Basic                                         $           0.25            $           0.21
Income per share - Diluted                                                   0.25                        0.21
Average shares outstanding                                              2,494,580                   2,478,713
</TABLE>
<PAGE>

                     GOLDEN ISLES FINANCIAL HOLDINGS, INC.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
==============================================================================================================

                                                                           Six Months Ended June 30,
                                                                       2000                        1999
                                                                    (Unaudited)                 (Unaudited)
                                                                 -------------------         ------------------
<S>                                                              <C>                         <C>
OPERATING ACTIVITIES
  Net income                                                     $           632,142         $          517,337
  Adjustments to reconcile net income to net
   cash provided by operating activities:
   Depreciation and amortization                                             136,027                    146,149
   Provision for loan losses                                                 150,000                    140,000
   Net change in other prepaids and accruals                                 355,050                   (273,375)
                                                                 -------------------         ------------------

     Net cash provided by operating activities                             1,273,219                    530,111
                                                                 -------------------         ------------------
INVESTING ACTIVITIES
  Increase in interest-bearing deposits in banks                             (69,241)                         -
  (Increase) decrease in Federal funds sold                                3,052,000                 (5,450,000)
  Available for sale securities:
   Proceeds from maturities and paydowns                                     186,673                  8,750,252
   Purchases                                                                (983,750)                (9,506,445)
   Purchase of FHLB stock                                                   (216,300)                         -
   (Increase) decrease in loans, net                                     (14,608,183)                 1,045,763
   Purchases of premises and equipment                                      (596,385)                    (3,935)
                                                                 -------------------         ------------------

     Net cash used in investing activities                               (13,235,186)                (5,164,365)
                                                                 -------------------         ------------------
FINANCING ACTIVITIES
  Net increase in deposits                                                 5,512,068                  4,852,139
  Net increase (decrease) in FHLB borrowings                               5,694,164                   (305,836)
  Dividends paid to stockholders                                            (197,624)                  (198,677)
  Proceeds from exercise of stock options                                          -                     99,263
  Purchase of treasury stock                                                (269,450)                         -
  Vesting of restricted stock, net                                            18,148                     18,582
                                                                 -------------------         ------------------
    Net cash provided by financing activities                             10,757,306                  4,465,471
                                                                 -------------------         ------------------
Net decrease in cash and due from banks                                   (1,204,661)                  (168,783)

Cash and due from banks at beginning of period                             4,017,512                  3,131,141
                                                                 -------------------         ------------------
Cash and due from banks at end of period                         $         2,812,851         $        2,962,358
                                                                 ===================         ==================
</TABLE>
<PAGE>

                     GOLDEN ISLES FINANCIAL HOLDINGS, INC.

                   NOTE 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 six months ended June 30, 2000
         are not necessarily indicative of the results to be expected for the
         full year.
<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 June
30, 2000 consolidated financial statements evidence a fair liquidity position as
total cash, interest-bearing deposits and Federal funds sold amounted to $6.8
million, representing 4.7% of total assets. Investment securities amounted to
$19.6 million, representing 13.6% 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
six-month period ended June 30, 2000, total deposits increased from $112.7
million to $118.3 million, and borrowings from the Federal Home Loan Bank
increased from $5.9 million to $11.6 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 June 30, 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.
<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 4.23% and 4.06% during the six months ended
June 30, 2000 and 1999, respectively, or an increase of 17 basis points. The
increase is due primarily to an increase in the volume and yield on loans.
Average loans increased from $87.7 million for the first six months of 1999 with
a yield of 9.43% to $103.6 million for the first six months of 2000 with a yield
of 9.74%. The yield on average earning assets was 9.00% and 8.54% during the six
months ended June 30, 2000 and 1999, respectively. Cost of funds increased to
5.56% for the six months ended June 30, 2000 as compared to 5.30% for the six
months ended June 30, 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.

     The provision for loan losses was $150,000 for the first six months of
2000 as compared to $140,000 for the same period of 1999. The allowance for loan
losses as a percentage of total loans outstanding amounted to 2.4% at June 30,
2000 as compared to 1.9% at June 30, 1999. The determination of the amounts
allocated for loan losses is based upon management's judgement concerning
factors affecting loan quality and assumptions about the local and national
economy. Management considers the allowance for loan losses at June 30, 2000
adequate to cover potential losses in the loan portfolio.

     Net interest income increased $422,000 or 18.06% during the six months
ended June 30, 2000 as compared to the six months ended June 30, 1999. This
increase is due primarily to the increase in loan volume and rates as discussed
above.

     Noninterest income for the six months ended June 30, 2000 and 1999 amounted
to $368,000 and $332,000, respectively. Service charges on deposit accounts
increased by $43,000 or 22.40%. This increase in service charges is reflective
of the increase in balances of non-interest bearing deposits which increased
15.99% from $10,271,000 at June 30, 1999 to $11,913,000 at June 30, 2000.
<PAGE>

     Noninterest expense for the six months ended June 30, 2000 increased 15.66%
to $2,014,000 as compared to $1,741,000 for the six months ended June 30, 1999.
Salaries and employee benefits increased due to the increase in the number of
full-time equivalent employees of 50 at June 30, 1999 to 57 at June 30, 2000.
Seven employees were added to staff the North Glynn Branch which opened in a
temporary facility in April 2000. These additional employees were added during
February 2000. Additional expenses for the new branch were also incurred during
2000 to advertise the branch opening, to provide supplies, and to operate the
branch.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.  As of June 30, 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

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 June 30, 2000.
<PAGE>

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:  August 14, 2000

By: /s/ Sharon D. Hundley

  Sharon D. Hundley
  Chief Financial Officer
<PAGE>

INDEX TO EXHIBITS

Exhibit                                            Sequential
Number         Description                         Page Number

27             Financial Data Schedule             11


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