<PAGE> 1
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 PERIOD ENDED JUNE 30, 1996
Commission File Number: 33-28514-A
----------
BRYAN BANCORP OF GEORGIA, INC.
- - --------------------------------------------------------------------------------
(exact name of small business issuer as specified in its charter)
GEORGIA 58-1835646
- - ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
9971 Ford Avenue, Richmond Hill, Georgia 31324
- - ---------------------------------------- ------------------------------------
(Address of principal executive offices) (Zip code)
(912) 756-4444
- - --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Not Applicable
- - --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
Check whether the registrant (1) filed all reports to be filed by section 13 or
15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes x No
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each issuer's classes of common
stock, as of the latest practicable date:
Common Stock, $1.00 Par Value - 506,558 shares as of August 5, 1996
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Transitional Small Business Disclosure Format:
Yes No x
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Page 1 of 10 Pages
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INDEX
BRYAN BANCORP OF GEORGIA, INC. AND SUBSIDIARY
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheet - June 30, 1996
Consolidated Statements of Income - Three Months Ended June 30,
1996 and 1995 Six months ended June 30, 1996 and 1995
Consolidated Statements of Cash Flows - Six Months Ended June 30,
1996 and 1995
Notes to Consolidated Financial Statements - June 30, 1996
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security-Holders
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
2
<PAGE> 3
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
- - ----------------------------
BRYAN BANCORP OF GEORGIA, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET - (UNAUDITED)
<TABLE>
<CAPTION>
June 30, 1996
---------------
<S> <C>
ASSETS
Cash and due from banks $ 2,990,667
Federal funds sold 3,330,000
Investment securities available for sale 4,824,279
Investment securities held to maturity (estimated market
value of $3,127,386) 3,167,727
Loans 39,133,547
Less allowance for loan losses (442,807)
-----------
Loans, net 38,690,739
Interest receivable 352,600
Premises and equipment, net 1,465,569
Other assets 279,801
-----------
Total assets $55,101,383
===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Noninterest-bearing $ 8,614,411
Interest-bearing 39,267,630
-----------
Total deposits 47,882,041
Federal Home Loan Bank advances 400,000
Other borrowed funds 100,000
Interest payable 191,485
Other liabilities 231,949
-----------
Total liabilities 48,805,475
-----------
Shareholders' Equity:
Common stock - par value $1 per share;
authorized 10,000,000 shares;
issued 521,758 shares 521,758
Additional paid-in capital 4,869,485
Retained earnings 1,213,846
Net unrealized loss on investment
securities available for sale (40,581)
-----------
6,564,508
Less 15,200 shares of treasury stock- at cost (268,600)
-----------
Total shareholders' equity 6,295,908
-----------
Total liabilities and shareholders' equity $55,101,383
===========
</TABLE>
3
<PAGE> 4
BRYAN BANCORP OF GEORGIA, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME - (UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------------------ ----------------------------
INTEREST INCOME: 1996 1995 1996 1995
--------- --------- ---------- ----------
<S> <C> <C> <C> <C>
Loans $ 938,309 $ 877,099 $1,862,966 $1,699,495
Investment securities:
Taxable 76,284 93,069 160,451 187,460
Tax-exempt 37,907 36,159 75,437 72,239
Federal funds sold 42,957 13,042 64,471 16,436
Deposits in other banks 3,003 4,360 4,289 20,119
--------- --------- ---------- ----------
Total interest income 1,098,460 1,023,729 2,167,614 1,995,749
--------- --------- ---------- ----------
INTEREST EXPENSE:
Deposits 464,065 403,799 910,393 760,527
Federal Home Loan Bank advances 1,134 34,905 7,790 47,516
Federal funds purchased 487 655 487 8,370
Other borrowed funds 1,125 9,205 2,199 13,245
--------- --------- ---------- ----------
Total interest expense 466,811 448,564 920,870 829,658
--------- --------- ---------- ----------
NET INTEREST INCOME 631,649 575,165 1,246,745 1,166,091
PROVISION FOR LOAN LOSSES 30,000 15,000 30,000 30,000
--------- --------- ---------- ----------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 601,649 560,165 1,216,745 1,136,091
--------- --------- ---------- ----------
NONINTEREST INCOME:
Service charges on deposit accounts 84,609 76,394 164,943 152,115
Loan servicing fees 73,221 64,145 137,177 129,253
Other service charges and fees 32,781 15,318 52,662 32,232
Net realized loss on sales
of available for sale securities (80)
Other 24,447 13,096 56,321 27,441
--------- --------- ---------- ----------
215,058 168,953 411,103 340,961
--------- --------- ---------- ----------
NONINTEREST EXPENSES:
Salaries and employee benefits 222,025 180,087 437,217 355,958
Occupancy 24,802 29,250 49,464 51,908
Equipment and processing expense 27,316 32,622 51,551 62,720
Other 162,127 149,501 320,120 298,396
--------- --------- ---------- ----------
436,270 391,460 858,352 768,982
--------- --------- ---------- ----------
INCOME BEFORE INCOME TAXES 380,437 337,658 769,496 708,070
PROVISION FOR INCOME TAXES 130,400 115,700 249,400 232,700
--------- --------- ---------- ----------
NET INCOME $ 250,037 $ 221,958 $ 520,096 $ 475,370
========= ========= ========== ==========
Net income per share $ 0.49 $ 0.43 $ 1.02 $ 0.92
========= ========= ========== ==========
Weighted average number shares outstanding 509,839 517,131 509,839 517,131
========= ========= ========== ==========
</TABLE>
4
<PAGE> 5
BRYAN BANCORP OF GEORGIA, INC. AND SUBSIDAIRY
CONSOLIDATED STATEMENTS OF CASH FLOWS - (UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
-----------------------------------
1996 1995
--------- ----------
OPERATING ACTIVITIES:
<S> <C> <C>
Net income $ 520,096 $ 475,370
Adjustments to reconcile net income
To cash provided by operating activities:
Depreciation and amortization 41,980 34,086
Provision for loan losses 30,000 30,000
Net realized loss on available for sale securities 80
Changes in:
Interest receivable 14,642 (3,776)
Other assets 5,630 (37,548)
Interest payable (29,302) 43,322
Other liabilities (123,350) (158,291)
---------- ----------
Net cash provided by operating activities 459,696 383,243
---------- ----------
INVESTING ACTIVITIES:
Net decrease in time deposits in other banks 1,188,000
Net increase in federal funds sold (859,000) (629,000)
Proceeds from maturities of investment securities:
Held to maturity securities 205,800
Available for sale securities 826,731 623,832
Proceeds from sales of available for sale securities 300,765
Purchase of investment securities:
Held to maturity securities (106,900) (342,900)
Available for sale securities (300,957)
Net increase in loans (2,287,008) (3,267,830)
Additions to premises and equipment (419,375) (19,675)
---------- ----------
Net cash used for investing activities (2,845,552) (2,241,965)
---------- ----------
FINANCING ACTIVITIES:
Net increase in noninterest-bearing deposits 1,050,574 174,884
Net increase in interest-bearing deposits 3,334,419 2,060,575
Federal Home Loan Bank advance proceeds 800,000 4,875,000
Repayment of Federal Home Loan Bank advances (1,700,000) (4,075,000)
Net increase (decrease) in other borrowings 50,026 (1,342)
Dividends paid (354,591) (310,294)
Sale of treasury stock 15,000
Acquisition of treasury stock (210,800) (15,000)
---------- ----------
Net cash provided by financing activities 2,969,628 2,723,823
Increase in cash and cash equivalents 583,772 865,101
Cash and cash equivalents - beginning 2,406,895 2,046,258
---------- ----------
Cash and cash equivalents - ending $2,990,667 $2,911,359
========== ==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Income taxes $ 372,601 $ 383,309
========== ==========
Interest $ 950,171 $ 786,336
========== ==========
</TABLE>
5
<PAGE> 6
BRYAN BANCORP OF GEORGIA, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (UNAUDITED)
JUNE 30, 1996
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited financial statements of Bryan BanCorp of
Georgia, Inc. and subsidiary have been prepared in accordance with
generally accepted accounting principles for interim financial
information and with the instructions to form 10-QSB. Accordingly, they
do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the
opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been
included. Operating results for the six month period ended June 30, 1996
are not necessarily indicative of the results that may be expected for
the year ended December 31, 1996. For further information, refer to the
consolidated financial statements and footnotes thereto included in the
Company's annual report on form 10-KSB for the year ended December 31,
1995.
6
<PAGE> 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
The goal of liquidity management is to ensure the availability of
adequate funds to meet the loan demand and the deposit withdrawal
needs of the Bank's customers. This is achieved through
maintaining a combination of sufficient liquid assets, core
deposit growth, and unused capacity to purchase funds in the money
markets. With ample funds for lending being supplied primarily by
core deposit growth, the Company has considerable liquidity and
funding flexibility. There are no trends, demands, commitments,
events or uncertainties that will result in or are reasonably
likely to result in the company's liquidity increasing or
decreasing in any material way.
Management monitors the Company's asset and liability positions in
order to maintain a balance between rate sensitive assets and rate
sensitive liabilities and at the same time maintain sufficient
liquid assets to meet expected customer needs for loans and for
withdrawal of deposits. The Company continues in a liquid position
at June 30, 1996, with $3.3 million invested in daily federal
funds sold and $3.0 million in cash and due from banks. Cash
generated from operations, deposit growth and maturing investments
have been used to finance increase loan demand, acquire capital
expenditures, reduce short-term borrowings, purchase treasury
stock and payment of dividends.
Shareholders' equity at June 30, 1996 was $6.3 million or 11.4% of
total assets. Management anticipates that capital will be adequate
to sustain the Company's anticipated 1996 growth. The Company's
capital is in excess of the applicable regulatory requirements. At
June 30, 1996, the Company's leverage ratio was 11.1 % and its
tier 1 and total risk-based capital ratios were 14.7% and 15.8%,
respectively.
Net interest income increased in the second quarter of 1996 by
approximately $56,000 or 9.8% over the same quarter of 1995. For
the six months ended June 30, 1996, net interest income was
approximately $81,000, or 6.9% over the same period in 1995. This
increase is primarily attributable to the growth of the loan
portfolio. Management anticipates that demand for loans will
continue strong throughout the remainder of 1996.
7
<PAGE> 8
Item 2. Continued
Noninterest income increased in the second quarter of 1996
approximately $46,000 or 27.% over the same quarter of 1995. For
the six months ended June 30, 1996, noninterest income was
approximately $70,000, or 20.6% over the same period in 1995. This
increase is due primarily to increase in service fees generated
from deposit growth.
Noninterest expenses totaled approximately $436,000 for the
quarter ended June 30, 1996 compared to approximately $391,000 for
the same quarter in 1995. For the six months ended June 30, 1996,
noninterest expenses totaled approximately $858,000, compared to
approximately $769,000 during the same period in 1995. This
increase of 11.6% is due primarily to an increase in salaries and
employee benefits. The Company's efficiency ratio (non-interest
expense divided by the sum of net interest income after provision
for loan losses and non-interest income) was 53% for the six
months ended June 30, 1996 as compared to 52% for the same period
of 1995.
Net income for the quarter ended June 30, 1996 was $250,037, a
12.6% increase compared to $221,958 for the same period in 1995.
For the six months ended June 30, 1996, net income was $520,096
which is a 9.4% increase over the same period in 1995. This
increase in due primarily to growth in loans and deposits which
has resulted in an increase in net interest income.
8
<PAGE> 9
PART II. - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security-Holders
The following matters were submitted to a vote of
security-holders through the solicitation of proxies for
the annual meeting held on May 16, 1996.
Matter No. One: To elect three directors to serve for a
term of three years and until their successors are elected
and qualified. All nominees were elected.
Matter No. Two: To ratify the appointment of the
certifying accountant for the fiscal year 1996. This
matter was ratified by the shareholders.
The following is a tabulation of the votes cast for the
above matters:
<TABLE>
<CAPTION>
Total Total Total
Eligible Votes Votes
Votes For Against
----------- ------------ -----------
<S> <C> <C> <C>
Matter No. One 506,558 324,170 none
Matter No. Two 506,558 324,170 none
</TABLE>
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit No. 27
Financial Data Schedules ( SEC use Only)
(b) Reports on Form 8-K. No report on Form 8-K was filed
during the quarter ended
June 30, 1996.
9
<PAGE> 10
SIGNATURES
Pursuant to the requirements of Section 15(d) 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.
BRYAN BANCORP OF GEORGIA, INC.
Date: August 5, 1996 By: /s/ E. James Burnsed
-------------- --------------------
E. James Burnsed,
President and Chief Executive Officer
10
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF BRYAN BANCORP OF GEORGIA, INC. FOR THE PERIOD ENDED JUNE
30, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 2,990,667
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 3,330,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 4,824,279
<INVESTMENTS-CARRYING> 3,167,727
<INVESTMENTS-MARKET> 3,127,386
<LOANS> 39,133,547
<ALLOWANCE> 442,807
<TOTAL-ASSETS> 55,101,383
<DEPOSITS> 47,882,041
<SHORT-TERM> 500,000
<LIABILITIES-OTHER> 423,434
<LONG-TERM> 0
0
0
<COMMON> 521,758
<OTHER-SE> 5,774,150
<TOTAL-LIABILITIES-AND-EQUITY> 6,295,908
<INTEREST-LOAN> 1,862,966
<INTEREST-INVEST> 235,888
<INTEREST-OTHER> 68,760
<INTEREST-TOTAL> 2,167,614
<INTEREST-DEPOSIT> 910,393
<INTEREST-EXPENSE> 920,870
<INTEREST-INCOME-NET> 1,246,745
<LOAN-LOSSES> 30,000
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 858,352
<INCOME-PRETAX> 769,496
<INCOME-PRE-EXTRAORDINARY> 520,096
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 520,096
<EPS-PRIMARY> 1.02
<EPS-DILUTED> 0
<YIELD-ACTUAL> 4.94
<LOANS-NON> 25,000
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 427,662
<CHARGE-OFFS> 19,995
<RECOVERIES> 5,140
<ALLOWANCE-CLOSE> 442,807
<ALLOWANCE-DOMESTIC> 442,807
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
