SAVANNAH BANCORP INC
10QSB, 1998-05-15
NATIONAL COMMERCIAL BANKS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, DC 20549
                                    FORM 10-QSB

                                     (Mark one)
             [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended March 31, 1998
                                       or
             [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                      OF THE SECURITIES EXCHANGE ACT OF 1934

          For the transition period from ___________ to ____________
                         Commission file number 0-18560


                            The Savannah Bancorp, Inc.
              ------------------------------------------------------
              (Exact name of registrant as specified in its charter)

                     Georgia                          58-1861820
          -------------------------------           ---------------
          (State or other jurisdiction of            (IRS Employer
           incorporation or organization)          Identification No.)

                           25 Bull Street, Savannah, GA 31401
               ---------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                     912-651-8200
               ---------------------------------------------------
               (Registrant's telephone number, including area code)

                                      N/A
               ---------------------------------------------------
              (Former     name,  former  address  and  former  fiscal  year,  if
                          changed since last report.)

Indicate by check mark 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 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 _

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of April 30, 1998.

          1,717,798 shares of Common Stock, $1.00 par value per share

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<PAGE>


                            The Savannah Bancorp, Inc.
                                 Form 10-Q Index
                                  March 31, 1998

                                                                   
Part I - FINANCIAL INFORMATION
                                                                           Page
Item 1.Financial Statements
        Consolidated Balance Sheets - March 31, 1998 and December 31, 1997   2

        Consolidated Statements of Income
           For the Three Months Ended March 31, 1998 and 1997                3

        Consolidated Statements of Changes in Shareholders' Equity
           For the Three Months Ended March 31, 1998 and 1997                4

        Consolidated Statements of Cash Flows
           For the Three Months Ended March 31, 1998 and 1997                5

        Condensed Notes to Consolidated Financial Statements                6-7

Item 2. Management's Discussion and Analysis of Financial Condition
           and Results of Operations                                       7-11


PART II - OTHER INFORMATION

Item 1. Legal Proceedings                                                    12
Item 2. Changes in Securities                                                12
Item 3. Defaults Upon Senior Securities                                      12
Item 4. Submission of Matters to a Vote of Security Holders                  12
Item 5. Other Information                                                    12
Item 6. Exhibits and Reports on Form 8-K                                     12
Signatures                                                                   13

                                       1


<PAGE>

                 The Savannah Bancorp, Inc. and Subsidiary
                          Consolidated Balance Sheets
               (dollars in thousands, except per share data)
                                (Unaudited)



                                                       March 31,   December 31,
                                                         1998          1997
                                                     -----------   -----------
    Assets
    Cash and due from banks                            $   6,898     $  11,929
    Federal funds sold                                    15,116        13,187
    Investment securities available for sale:
       U. S. Treasury Securities (amortized cost of
       $12,123 and $12,141 in 1998 and 1997)              12,139        12,144
       Other taxable investments (amortized cost of
       $20,882 and $13,782 in 1998 and 1997)              20,958        13,829
       State and municipal investments (amortized
       cost of $3,377  in 1998 and 1997)                   3,513         3,527
                                                     -----------   -----------
       Total investment securities available for sale     36,610        29,500
    Loans                                                105,665       106,021
    Less allowance for loan losses                        (1,516)       (1,480)
                                                     -----------   -----------
         Net loans                                       104,149       104,541
    Premises and equipment, net                            2,888         2,931
    Other assets                                           1,715         1,571
                                                     -----------   -----------
         Total assets                                  $ 167,376     $ 163,659
                                                     ===========   ===========

    Liabilities
    Deposits:
       Non-interest bearing demand                     $  21,041     $  25,896
       Interest-bearing demand                            23,894        29,121
       Savings                                             4,248         3,953
       Money market accounts                              28,080        20,203
       Time, $100,000 and over                            27,248        24,650
       Other time deposits                                41,926        40,641
                                                     -----------   -----------
         Total deposits                                  146,437       144,464
    Federal funds purchased and securities sold under
       agreements to repurchase                            4,341         3,250
    Other liabilities                                      1,208           969
                                                     -----------   -----------
         Total liabilities                               151,986       148,683
                                                     ===========   ===========

    Shareholders' Equity
      Preferred stock, par value $1 per share:
         authorized 10,000,000 shares, none issued             -             -
      Common stock, par value $1 per share:  authorized
        20,000,000 shares; issued 1,782,598 and
        1,188,408 shares in 1998 and 1997                  1,783         1,783
      Capital surplus                                      8,924         8,924
      Retained earnings                                    5,046         4,649
      Treasury stock, at cost, 73,050 in 1998
        and 1997                                            (504)         (504)
      Net unrealized holding gains on
        available for sale securities                        141           124
                                                     -----------   -----------
         Total shareholders' equity                       15,390        14,976
                                                     -----------   -----------
         Total liabilities and shareholders' equity    $ 167,376     $ 163,659
                                                     ===========   ===========

    See the condensed notes to the consolidated financial statements.

                                       2

<PAGE>

                 The Savannah Bancorp, Inc. and Subsidiary
                      Consolidated Statements of Income
                 (dollars in thousands, except per share data)
                                (Unaudited)

                                                   For the Three Months Ended
                                                   --------------------------
                                                            March 31,
                                                       1998            1997
                                                   ----------      ----------
     Interest Income
     Loans (includes loan fees)                    $    2,381      $    1,988
     Investment securities                                488             446
     Federal funds sold                                   234             117
                                                   ----------      ----------
           Total  interest income                       3,103           2,551
                                                   ----------      ----------
     Interest Expense
     Deposits                                           1,446           1,154
     Other short-term borrowings                           46              29
                                                   ----------      ----------
           Total interest expense                       1,492           1,183
                                                   ----------      ----------
     Net Interest Income                                1,611           1,368
     Provision for loan losses                             55              50
                                                   ----------      ----------
     Net interest income after
       provision for loan losses                        1,556           1,318
                                                   ----------      ----------
     Other Income
     Service charges on deposit accounts                  101              97
     Mortgage origination fees                            127              59
     Other income                                          76              35
                                                   ----------      ----------
     Total other income                                   304             191
                                                   ----------      -----------
     Other Expense
     Salaries and employee benefits                       640             509
     Occupancy expense                                     90              78
     Equipment expense                                     91              68
     Other operating expenses                             323             287
                                                   ----------      ----------
           Total other expense                          1,144             942
                                                   ----------      ----------
     Income before provision for income taxes             716             567
     Provision for income taxes                           250             200
                                                   ----------      ----------
     Net income                                    $      466      $      367
                                                   ==========      ==========  
     Net income per share:
           Basic                                   $      .27      $      .22
                                                   ==========      ==========
           Diluted                                 $      .26      $      .20
                                                   ==========      ==========

     See the condensed notes to the consolidated financial statements.


                                       3
<PAGE>
<TABLE>
<CAPTION>


                             The Savannah Bancorp, Inc. and Subsidiary
                     Consolidated Statements of Changes in Shareholders' Equity
                           (dollars in thousands, except per share data)
                                           (Unaudited)



                                                                                        Net
                                                                                     Unrealized
                                                                                       Holding
                                              Common   Capital  Retained  Treasury  Gains (losses),
                                   Shares     Stock    Surplus  Earnings    Stock     Net of Tax     Total
                                 ---------- --------- --------- --------- --------- -------------- ----------
 <S>                             <C>        <C>       <C>       <C>       <C>       <C>            <C>               
  For the Three Months
  Ended March 31, 1997
  
  Balance, December 31, 1996      1,188,408   $ 1,188   $ 9,519   $ 3,136    ($ 554)         ($ 3)   $ 13,286

  Three-for-two stock split         594,190       595      (595)        -         -             -           -

  Cash dividends - $.02 per share         -         -         -       (35)        -             -         (35)

  Change in unrealized losses on
  securities available for sale,
  net of tax                              -         -         -         -         -          (147)       (147)

  Reissuance of treasury stock            -         -         -         -        25             -          25

  Net income                              -         -         -       367         -             -         367
                                 ---------- --------- --------- --------- --------- ------------- -----------
  Balance at end of period        1,782,598   $ 1,783   $ 8,924   $ 3,468    ($ 529)       ($ 150)   $ 13,496
                                 ========== ========= ========= ========= ========= ============= ===========

  For the Three Months
  Ended March 31, 1998

  Balance, December 31, 1997      1,782,598   $ 1,783   $ 8,924   $ 4,649    ($ 504)        $ 124    $ 14,976

  Cash dividends - $.04 per share         -         -         -       (69)        -             -         (69)

  Change in unrealized gains on
  securities available for sale,
  net of tax                              -         -         -         -         -            17          17

  Net income                              -         -         -       466         -             -         466
                                 ---------- --------- --------- --------- --------- ------------- -----------
  Balance at end of period        1,782,598   $ 1,783   $ 8,924   $ 5,046    ($ 504)        $ 141    $ 15,390
                                 ========== ========= ========= ========= ========= ============= ===========
</TABLE>


                                       4
<PAGE>




                      The Savannah Bancorp, Inc. and Subsidiary
                         Consolidated Statements of Cash Flows
                                (dollars in thousands)
                                     (Unaudited)

                                                      For the Three Months Ended
                                                               March 31,
                                                      --------------------------
Operating Activities                                     1998            1997
                                                      ---------        --------
Net income                                            $    466         $    367
 Adjustments to reconcile net income to cash
  Provided by operating activities:
  Provision for loan losses                                 55               50
  Depreciation of premises and equipment                    83               63
  Amortization of investment securities discount-net        23              118
  Deferred Tax Benefit                                     (23)             (13)
  Decrease in accrued interest receivable                    0               15
  Increase in prepaid expenses and other assets           (132)             (39)
  Increase in accrued interest payable                      30               57
  Increase in other liabilities                            208              169
                                                      --------         --------
    Net cash provided by operating activities              710              787
                                                      --------         --------
 Investing Activities
  Net (increase) decrease in federal funds sold         (1,929)             785
  Purchases of investment securities                    (8,105)          (2,067)
  Proceeds from maturities of investment securities      1,000            1,000
  Net decrease (increase) in loans made to customers       337             (982)
  Capital expenditures                                     (40)             (78)
                                                      --------         --------
    Net cash used in investing activities               (8,737)          (1,342)
                                                      --------         --------
 Financing Activities
  Net decrease in demand, savings and money
   market accounts                                      (1,910)          (2,047)
  Net increase in certificates of deposit                3,883            2,639
  Net increase in securities sold under agreements to
   repurchase                                            1,124              315
  Net (decrease) increase in federal funds purchased       (32)             166
  Reissuance of treasury stock                               0               25
  Dividend payments                                        (69)             (35)
                                                      --------         --------
    Net cash provided by financing activities            2,996            1,063
                                                      --------         --------
 Increase in Cash and Cash Equivalents                  (5,031)             508
  Cash and cash equivalents at beginning of year        11,929            6,015
                                                      --------         --------
  Cash and cash equivalents at end of period           $ 6,898          $ 6,523
                                                      ========         ========
See the condensed notes to the consolidated financial statements.


                                       5
<PAGE>


                      The Savannah Bancorp, Inc. and Subsidiary
                 Condensed Notes to Consolidated Financial Statements
                                     (Unaudited)

Note 1 - Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information  and with the  instructions to Form 10-Q and Article S-X.
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  three-month  period  ended  March 31,  1998 are not
necessarily  indicative  of the results  that may be expected for the year ended
December 31, 1998. For further information,  refer to the consolidated financial
statements and footnotes thereto included in the Company's annual report on Form
10-K for the year ended December 31, 1997.

Note 2 - Shareholders' Equity

On January 26, 1997, the Company's  Board of Directors  declared a three-for-two
stock split payable  February 24, 1997 to  shareholders of record on February 7,
1997.

Note 3 - Shares Used in Computing Net Income Per Share

Net income per diluted  income  share is  computed  using the  weighted  average
number of common and dilutive common  equivalent shares  outstanding  during the
periods.  The diluted  weighted  average shares  outstanding  were 1,813,000 and
1,792,000 for the first quarters of 1998 and 1997,  respectively.  They included
103,000 and 88,000 common equivalent shares in 1998 and 1997, respectively.

Note 4 - Change in Accounting Standard

In February of 1997, The Financial  Accounting  Standards Board issued Statement
of Financial  Accounting  Standard ("SFAS") No. 128,  "Earnings Per Share" which
replaced the prior  methodology  for  calculating  and  presenting  earnings per
share.  Under SFAS No. 128, primary earnings per share have been replaced with a
presentation of basic earnings per share,  and fully diluted  earnings per share
have been replaced  with diluted  earnings per share.  Basic  earnings per share
excludes  dilution  and is  computed  by  dividing  income  available  to common
shareholders by the weighted average number of common shares outstanding for the
period.  Diluted  earnings  per share are computed  similarly  to fully  diluted
earnings per share. The statement  became  effective  beginning in the Company's
financial statements for the year ended December 31, 1997, including restatement
of  historical  earnings  per  share  presented  in such  financial  statements.
Earnings  per share for the first  quarter  of 1997 have been  restated  to show
basic and diluted earnings per share.

                                      6

<PAGE>

Note 5 - Reporting of Comprehensive Earnings

Total  comprehensive  income is defined  as net income and all other  changes in
equity.  The Company reported total  comprehensive  income,  net of tax, for the
quarters  ended March 31, 1998 and 1997 of $607,000 and $217,000,  respectively.
Adjustments to total comprehensive net income, net of tax, for the first quarter
of 1998 and 1997  included  net gains of  $141,000  and net losses of  $150,000,
respectively.  These  changes  reflect a market  value  increase and decrease in
available-for-sale securities for the quarters ended March 31, 1998 and 1997.


Item 2. - Management's Discussion and Analysis of Financial Condition
             and Results of Operations

For a  comprehensive  presentation  of The Savannah  Bancorp,  Inc.'s  financial
condition at March 31, 1998 and December 31, 1997, and results of operations for
the quarters  ended March 31, 1998 and 1997,  the following  analysis  should be
reviewed along with other information  including the Company's December 31, 1997
Annual Report on Form 10-KSB.

Liquidity and Interest Rate Sensitivity Management

The objectives of funds management  include  maintaining  adequate liquidity and
reasonable  harmony  between  the  repricing  of  sources  and  uses of funds on
interest sensitive assets and liabilities.  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.

The Company will fund anticipated  loan growth primarily  through normal deposit
growth.  However,  the Bank is a member of the Federal Home Loan Bank of Atlanta
(FHLB)  and has access to  borrowings  in excess of $10.0  million  by  pledging
qualifying  residential  real estate loans under a blanket float lien agreement.
The FHLB will also lend against unpledged investment securities of approximately
$15 million. In addition, the Bank has $6.5 million of unused short-term federal
funds borrowing lines available from correspondent banks.

The  relatively  high volume of $27.2  million of  certificates  of deposit over
$100,000,  includes  $10-12 million of negotiated  rate deposits.  The remaining
large  certificates  are  considered  to be core deposit  funds.  Most are on an
automatic  renewing  basis for 6 - 12 months and have  proven to be no more rate
sensitive than the smaller time deposits.  These deposits have been acquired and
retained  primarily  through  relationships  and  service.  The Bank has done no
advertising  of higher rates to attract  deposits and has  consistently  set its
deposit rates with very little  premium above the regional bank  competition  in
our market area.

                                       7

<PAGE>

During the fourth quarter of 1997, the bank opened its fourth office, our Island
Towne  Center   office.   This  office  is  located  in  east  Chatham   County,
approximately  six miles east of downtown  Savannah.  The Bank plans to open its
fifth  office  in  Savannah's  primary  medical  care  area of town in the third
quarter, 1998. These new offices along with the offices opened in 1990, 1992 and
1995 are expected to provide continued core deposit growth as well as commercial
and consumer loan growth.

A continuing objective of asset liability management is to maintain a high level
of variable-rate  assets,  including  variable-rate  loans and  shorter-maturity
investments,  to balance  increases in market  sensitive  liabilities.  Interest
sensitivity  management  and its  effects  on the net  interest  margin  require
analyses  and actions  which take into  consideration  volumes  repriced and the
timing and magnitude of their change.

The long-term  maturity gap and repricing  data as of March 31, 1998 is shown in
Table 1 following the Management's Discussion and Analysis section.

Management   has  policies  and  procedures  in  place  to  measure  and  report
anticipated net interest income  fluctuations based on rising and falling rates.
The Board has  specified  a maximum  risk level of 5 percent of  annualized  net
interest income on an immediate  decrease in the prime rate of 200 basis points.
The Bank is presently operating within the specified risk levels.

Financial Condition

For the first  three  months of 1998,  loans  decreased  $.4  million  to $105.7
million,  and deposits  increased  $2.0 million to $146.4  million.  The loan to
deposit  ratio was 72.2  percent at March 31, 1998  compared to 73.4  percent at
December 31, 1997.  Nonperforming assets were $20,000 at March 31, 1998 compared
to $185,000 at December 31, 1997.

Management   has   continued   to  classify   all   investment   securities   as
available-for-sale  since  January 1, 1994.  Fluctuations  in the U. S. Treasury
market rates have caused both decreases and increases in the market value of the
available-for-sale   investment  portfolio  and  the  related  equity  valuation
account.  Capital  ratios for  regulatory  purposes  are not impacted by the net
unrealized holding gains (losses) on available-for-sale  securities.  Management
has chosen the  flexibility  to  restructure  the  investment  portfolio  and to
recognize gains or losses on securities when appropriate.

The Company's lending and investment policies emphasize quality and well-managed
growth.  These policies may translate into slower growth in net interest  income
and earnings in the short term;  however,  management  believes  these  policies
result in lower costs and quality earnings and are best for the shareholders and
customers in the long term.

At March 31, 1998, $2.9 million or approximately  18.8 percent of equity capital
was invested in bank premises and equipment. Equity capital was $15.4 million or
9.2 percent of total assets  compared to the regulatory  minimum of 4.0 percent.
Total capital is 15.0 percent of risk-based  assets  compared to the  regulatory
minimum of 8 percent. 

                                       8

<PAGE>

The net  unrealized  holding  gains  on the  available-for-sale  portfolio  were
$228,000 at March 31, 1998 compared to $200,000 at December 31, 1997.

Results of Operations - First Quarter, 1998 vs. First Quarter, 1997

The net income for the first  quarter of 1998 was  $466,000  or $.26 per diluted
share compared to $367,000 or $.20 per diluted share in the same period of 1997,
an increase of 27 percent in net income and 30 percent in per share earnings.

Net interest  income for the first  quarter of 1998 was  $1,611,000  compared to
$1,368,000 in 1997, an increase of 17.8 percent. Average interest-earning assets
were up 21.0  percent  in 1998  over  1997.  The  first  quarter  net  yield  on
interest-earning assets decreased to 4.21 percent from 4.43 percent in 1997. The
decrease in the net  interest  margin  resulted  primarily  from the decrease in
investment  yields on securities  due to lower bond market rates and some higher
rates paid on temporary money market funds.

The  provision for loan losses was $55,000 in the first quarter of 1998 compared
to $50,000 for the same period in 1997. Net loan charge-offs  totaled $19,000 in
the first quarter of 1998,  and there were no  charge-offs  or recoveries in the
same period for 1997.

Total  other  income in 1998 was  $304,000  compared  to  $191,000  in 1997,  an
increase  of 59.2  percent.  The  expansion  of the  mortgage  loan  origination
department combined with lower mortgage interest rates accounted for an increase
of $68,000, or 115.3 percent, in origination fees. Fees on loans sold to the SBA
and an increased volume of ATM transaction fees resulted in higher other income.

Other expenses were $1,144,000 in the first quarter of 1998 compared to $942,000
in the first quarter of 1997, an increase of 21.4 percent. Salaries and employee
benefits increases include three new officer  positions,  approximately five new
staff  positions,   and  promotional  and  incentive  increases.   Increases  in
occupancy,  equipment and other  expenses  primarily  reflect  normal volume and
inflation growth.

The  provision  for  income  taxes was  $250,000  in the first  quarter  of 1998
compared  to  $200,000  in the first  quarter of 1997.  The  effective  combined
federal  and state  income  tax  provisions  were 34.9  percent in 1998 and 35.3
percent in 1997. The slightly lower rate is due to higher  tax-exempt  income on
securities.


Year 2000

The Company has engaged Year 2000 consultants and has developed a plan to ensure
a smooth transition of the systems, products and vendors that the Company relies
on into the twenty-first century. Additionally, the Bank will work with its loan
customers to monitor  potential credit exposure that might result from a lack of
their systems' readiness for the Year 2000.

                                       9

<PAGE>

Substantially  all of the Company's  software  systems are licensed from outside
vendors.  The core customer  information  system (CIS), loan,  deposit,  general
ledger,  ATM and card-based  systems are all maintained and processed by a third
party, M & I Data Services, Inc., the largest bank-owned data processor of banks
in the United  States.  The  Company  has  received  commitments  from its major
vendors to provide the  required  systems  modifications  to ensure  compliance.
Management believes those commitments will be met in advance of July 1, 1999.

Some  software  programs and some  hardware will need to be modified or replaced
for  Year  2000  compliance.  To the  extent  possible,  those  changes  will be
incorporated  into the normal  replacement  or upgrade of hardware  and systems.
Management  believes it will be successful in the  achievement  of its plans and
does not believe  that the  execution  of the plan will have a material  adverse
effect on future operating results.

                                       10

<PAGE>

Table 1 - Long-Term Maturity Gap and Repricing Data

The following is the  Company's  long-term  maturity and repricing  data for the
Company as of March 31, 1998.

        ($ in 000's)      One     Two    Three   Four    Five
Interest-bearing assets   Year   Years   Years   Years   Years  Beyond    Total
                        ------- ------- ------- ------- ------- ------- --------
Investment securities    11,014  10,255   7,075     397   4,016   3,853   36,610
                          6.21%   5.97%   6.17%   8.95%   5.63%   6.76%    6.16%
Federal funds sold       15,116       -       -       -       -       -   15,116
                          5.55%       -       -       -       -       -    5.55%
Loans - fixed rates      24,225  10,263  11,686   3,535   5,907   2,716   58,332
                          8.81%   8.81%   8.76%   8.99%   8.90%   8.78%    8.82%
Loans - variable rates   22,399   7,950   7,952   3,615   4,203   1,214   47,333
                          9.09%   9.11%   9.16%   8.91%   8.81%   8.75%    9.06%
                        ------- ------- ------- ------- ------- ------- --------
Total earning assets     72,754  28,468  26,713   7,547  14,126   7,783  157,391
                          7.83%   7.87%   8.19%   8.95%   7.94%   7.78%    7.96%

Interest-bearing deposits:

NOW and savings (a)       2,814   2,814   2,814   2,814   2,814  14,072   28,142
                          2.75%   2.75%   2.75%   2.75%   2.75%   2.75%    2.75%
Money market accts (a)    2,808   2,808   2,808   2,808   2,808  14,040   28,080
                          3.85%   3.85%   3.85%   3.85%   3.85%   3.85%    3.85%
Time, $100 and over      22,987   1,523   1,125       -   1,613       -   27,248
                          5.64%   5.99%   6.53%       -   6.17%       -    5.73%
Other  time              31,032   5,241   2,738     732   2,183       -   41,926
                          5.49%   5.97%   6.23%   5.61%   6.06%       -    5.63%
                        ------- ------- ------- ------- ------- ------- --------
Total interest bearing    
deposits                 59,641  12,386   9,485   6,354   9,418  28,112  125,396
                          5.34%   4.76%   4.53%   3.57%   4.43%   3.30%    4.60%
Funds purchased           4,341       -       -       -       -       -    4,341
                          5.25%       -       -       -       -       -    5.25%
                        ------- ------- ------- ------- ------- ------- --------
Total interest-bearing    
liabilities              63,982  12,386   9,485   6,354   9,418  28,112  129,737
                          5.34%   4.76%   4.53%   3.57%   4.43%   3.30%    4.63%

GAP-Excess Assets         8,772  16,082  17,228   1,193   4,708 (20,329)  27,654
                        ------- ------- ------- ------- ------- ------- --------

GAP-Cumulative-3/31/98    8,772  24,854  42,082  43,275  47,983  27,654   27,654
                        ------- ------- ------- ------- ------- ------- --------

(a) - estimated cash flow runoff of 10% per year has been assumed

The  Company's  cash flow gap is $8,771  within one year,  or 6 percent of total
interest-earning  assets.  Fixed-rate  earning assets with  maturities over five
years total $6,569,  or 4 percent of total  interest-earnings  assets.  The cash
flow gaps between one and five years will adjust significantly each year through
normal loan and deposit activity. Based on the principal cash flows and interest
rates  presented  above and the  policies  and  procedures  in place to  monitor
interest rate risk,  management  believes interest rate risk is being adequately
managed within reasonable earnings fluctuation tolerances.


                                       11

<PAGE>

PART II - OTHER INFORMATION

Item 1.      Legal proceedings.  None

Item 2.      Changes in securities.  None

Item 3.      Defaults upon senior securities.  None

Item 4.      Submission of matters to a vote of security holders.

The  regular  1998  Annual  Meeting of  Shareholders  to reelect  directors  was
postponed to enable  shareholders  to vote on the merger as well as the addition
of five Bryan directors to The Savannah Bancorp,  Inc. Board as specified in the
merger agreement.

Item 5.      Other information.  None

Item 6.      Exhibits or reports on Form 8-K.

A Form 8-K was filed as of February 11, 1998 for the  announcement of the merger
agreement between The Savannah Bancorp,  Inc. and Bryan Bancorp of Georgia, Inc.
The filing included the press release announcing the merger.

On February  26,  1998,  a second Form 8-K was filed  related to the  Savannah /
Bryan  merger.  This  filing  included  the  contents  of a letter  to  Savannah
shareholders,  1997 historical financial  information for Savannah and Bryan and
1997  proforma  combined  historical   financial   information.   The  financial
information  was included with the  shareholder  letter to provide  shareholders
with a better understanding of the transaction.

On May 1, 1998, a third Form 8-K was filed containing press release  disclosures
on April 24, 1998 of an expected delay in the merger  proceedings due to certain
concerns  related to a  director,  who is  Chairman  of Bryan and an 8.6 percent
shareholder.  The director has refused to sign  certain  documents  necessary to
assure the  pooling-of-interests  accounting  method,  which is a  condition  of
closing.  The press release also  announced that the regular 1998 Annual Meeting
of Shareholders would be held on June 16, 1998.

                                       12

<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.

                                                  The Savannah Bancorp, Inc.
                                                  --------------------------
                                                          (Registrant)

Date  __5/8/98___              ___/s/_Archie H. Davis______________
                                      Archie H. Davis - President & CEO


Date  __5/8/98___             ___/s/_Robert B. Briscoe_______________
                                     Robert B. Briscoe - Chief Financial Officer











                                       13
<PAGE>


<TABLE> <S> <C>

<ARTICLE>  9
<LEGEND>
This schedule  contains summary financial  information  extracted from the March
31,  1998  Form 10-Q and is  qualified  in its  entirety  by  reference  to such
information.
</LEGEND>                              
<CIK> 0000860519
<NAME> THE SAVANNAH BANCORP,INC.

<MULTIPLIER>  1000
<CURRENCY>  U. S. DOLLARS
       
<S>                                                                          <C>
<PERIOD-TYPE>                                                              3-MOS
<FISCAL-YEAR-END>                                                    DEC-31-1998
<PERIOD-START>                                                       JAN-01-1998
<PERIOD-END>                                                         MAR-31-1998
<EXCHANGE-RATE>                                                                1
<CASH>                                                                      6898
<INT-BEARING-DEPOSITS>                                                         0
<FED-FUNDS-SOLD>                                                           15116
<TRADING-ASSETS>                                                               0
<INVESTMENTS-HELD-FOR-SALE>                                                    0
<INVESTMENTS-CARRYING>                                                     36382
<INVESTMENTS-MARKET>                                                       36610
<LOANS>                                                                   105665
<ALLOWANCE>                                                               (1516)
<TOTAL-ASSETS>                                                            167376
<DEPOSITS>                                                                146437
<SHORT-TERM>                                                                4341
<LIABILITIES-OTHER>                                                         1208
<LONG-TERM>                                                                    0
<COMMON>                                                                    1783
                                                          0
                                                                    0
<OTHER-SE>                                                                 13607
<TOTAL-LIABILITIES-AND-EQUITY>                                            167376
<INTEREST-LOAN>                                                             2381
<INTEREST-INVEST>                                                            488
<INTEREST-OTHER>                                                             234
<INTEREST-TOTAL>                                                            3103
<INTEREST-DEPOSIT>                                                          1446
<INTEREST-EXPENSE>                                                          1492
<INTEREST-INCOME-NET>                                                       1611
<LOAN-LOSSES>                                                                 55
<SECURITIES-GAINS>                                                             0
<EXPENSE-OTHER>                                                             1144
<INCOME-PRETAX>                                                              716
<INCOME-PRE-EXTRAORDINARY>                                                   716
<EXTRAORDINARY>                                                                0
<CHANGES>                                                                      0
<NET-INCOME>                                                                 466
<EPS-PRIMARY>                                                                .27
<EPS-DILUTED>                                                                .26
<YIELD-ACTUAL>                                                              4.21
<LOANS-NON>                                                                    0
<LOANS-PAST>                                                                  20
<LOANS-TROUBLED>                                                               0
<LOANS-PROBLEM>                                                               20
<ALLOWANCE-OPEN>                                                            1535
<CHARGE-OFFS>                                                                 19
<RECOVERIES>                                                                   0
<ALLOWANCE-CLOSE>                                                           1516
<ALLOWANCE-DOMESTIC>                                                        1516
<ALLOWANCE-FOREIGN>                                                            0
<ALLOWANCE-UNALLOCATED>                                                        0
        

</TABLE>


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