FLAG FINANCIAL CORP
10-Q, 1997-05-14
SAVINGS INSTITUTION, FEDERALLY CHARTERED
Previous: STARTER CORP, 10-Q, 1997-05-14
Next: MEDICALCONTROL INC, 424B3, 1997-05-14



                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                   Quarterly Report Under Section 13 or 15(d)
                   of the Securities and Exchange Act of 1934

For the Quarter Ended March 31, 1997            Commission File Number 0-24532

                           FLAG Financial Corporation
             (Exact name of registrant as specified in its charter)


        Georgia                                                58-2094179
- --------------------------------------------------------------------------------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                            Identification Number)

101 North Greenwood St., P.O. Box 3007
        LaGrange, Georgia                                        30240
- --------------------------------------------------------------------------------
(Address of principal executive offices)                       (Zip Code)

Registrant's telephone number,
        including area code                                  (706) 845-5000
- --------------------------------------------------------------------------------
              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 report), and (2) has been subject to such
              filing requirement for the past 90 days. Yes X No___

Shares  outstanding as of May 14, 1997:  2,036,990 shares of Common Stock, $1.00
par value.



<PAGE>











                           FLAG FINANCIAL CORPORATION
                                      INDEX


Part I.   Financial Information                                            Page
- -------------------------------------------------------------------------------

Item I.   Financial Statements
          Consolidated Statements of Condition as of March 31, 1997
          (Unaudited) and December 31, 1996..............................   1

          Consolidated Statements of Income (Unaudited) for the
          three months ended March 31, 1997 and March 31, 1996...........   2

          Consolidated Statements of Cash Flows (Unaudited) for the
          three months ended March 31, 1997 and March 31, 1996...........   3

          Notes to Consolidated Financial Statements.....................   4

Item 2.   Management's Discussion and Analysis of
          Financial Condition and Results of Operations for the
          three months ended March 31, 1997 .............................   7

Item 3.   Quantitative and Qualitative Disclosures About Market Risk.....  10

Part II.  Other Information
- -------------------------------------------------------------------------------

Item 6.   Exhibits and Reports on Form 8-K  ............................   11

          Signatures ...................................................   12



<PAGE>

PART I.  FINANCIAL INFORMATION
FLAG FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CONDITION
- --------------------------------------------------------------------------------
                                                    March 31,      December 31,
                                                      1997            1996
                                                      ----            ----
Assets
Cash .........................................   $   6,538,562    $   2,527,785
Interest-bearing deposits ....................       4,284,645        3,557,138
Federal funds sold ...........................         890,000                0
Proceeds receivable from secondary market ....       2,180,544        1,162,121
Investment securities ........................       7,668,170        7,057,494
Mortgage-backed securities ...................      36,371,983       37,458,698
Loans receivable - net .......................     147,585,486      152,644,436
Loans held for sale ..........................         100,259          343,677
Mortgage servicing rights ....................         950,215        1,703,710
Accrued interest and dividends receivable ....       1,745,069        1,763,345
Real estate acquired through foreclosure .....         595,446          524,703
Federal Home Loan Bank stock .................       1,478,200        1,895,900
Fixed assets .................................       5,726,628        5,417,962
Deferred income taxes ........................       1,775,342        2,012,987
Other assets .................................       4,181,765        4,748,910
                                                 -------------    -------------
  Total assets ...............................   $ 222,072,314    $ 222,818,866
                                                 =============    =============

Liabilities
Savings accounts .............................   $ 182,511,446    $ 177,999,415
Federal funds purchased ......................               0        2,210,000
Advances from Federal Home Loan Bank .........      14,350,000       17,370,833
Advances from borrowers for taxes & insurance          927,746          709,672
Advances payable to secondary market .........       1,858,635        1,982,676
Accrued interest on deposits .................          79,966          323,783
Dividends payable on common stock ............         173,144          173,144
Other liabilities ............................       1,288,009        1,531,051
                                                 -------------    -------------
  Total liabilities ..........................     201,188,946      202,300,574
                                                 -------------    -------------

Stockholders' Equity
Common stock .................................       2,036,990        2,036,990
Additional paid-in capital ...................       8,037,630        8,044,728
Retained earnings ............................      11,178,913       10,732,992
Unrealized loss - marketable securities
  available-for-sale .........................        (370,165)        (296,418)
                                                 -------------    -------------
  Total stockholders' equity .................      20,883,368       20,518,292
                                                 -------------    -------------
  Total liabilities and stockholders' equity .   $ 222,072,314    $ 222,818,866
                                                 =============    =============

See Accompanying Notes to Consolidated Financial Statements



                                       1
<PAGE>

FLAG FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
- --------------------------------------------------------------------------------

                                                       Three Months Ended
                                                            March 31,
                                                  ---------------------------
                                                      1997             1996
                                                  -------------    ------------
Interest Income
     Interest and fees on loans ................   $ 3,430,208     $ 3,419,276
     Interest and dividends on securities ......       165,168         243,383
     Interest on mortgage-backed securities ....       571,464         620,846
     Interest on time deposits .................        46,160          56,100
                                                   -----------     -----------
           Total interest ......................     4,213,000       4,339,605
                                                   -----------     -----------
Interest Expense
     Interest on deposits ......................     1,969,909       2,023,115
     Interest on borrowings ....................       234,647         324,063
                                                   -----------     -----------
           Total interest expense ..............     2,204,556       2,347,178
                                                   -----------     -----------
           Net interest income before
            provision for loan losses ..........     2,008,444       1,992,427
Provision for Loan Losses ......................       150,000         150,000
                                                   -----------     -----------
      Net interest income after
           provision for loan losses ...........     1,858,444       1,842,427
                                                   -----------     -----------
Other Income
     Fees and service charges ..................       628,303         538,859
     Gain on sale of investment securities .....        61,337         123,783
     Gain on sale of loans .....................        94,950          31,116
     Gain (loss) on sale of mortgage-backed
           securities ..........................        (3,909)          6,590
     Gain (loss) on sale of real
           estate - net ........................        (9,486)        (11,976)
     Sundry income .............................        75,534          27,964
                                                   -----------     -----------
           Total other income ..................       846,729         716,336
                                                   -----------     -----------
Operating Expenses
     Compensation and benefits .................       817,871         676,684
     Office occupancy expense ..................        73,348          62,339
     Furniture, fixtures and equipment
          expenses .............................        77,877          48,458
     Federal deposit insurance premium .........        23,814         118,979
     Legal and professional fees ...............        68,420          74,728
     Data processing expense ...................       122,008         129,073
     Advertising ...............................        45,990          39,846
     General and payroll tax expense ...........        54,904          81,312
     Printing and postage ......................        82,991          86,484
     Depreciation ..............................       145,500         129,999
     Other expenses ............................       257,836         227,919
                                                   -----------     -----------
           Total operating expenses ............     1,770,559       1,675,821
                                                   -----------     -----------
Net income prior to taxes ......................       934,614         882,942
     Less provision for taxes ..................       315,548         297,601
                                                   -----------     -----------
Net Income .....................................   $   619,066     $   585,341
                                                   ===========     ===========

Basic earnings per share .......................   $      0.30     $      0.29
Book value per share ...........................   $     10.25     $     10.75
Equity to total assets .........................          9.40%           9.56%

    See Accompanying Notes to Consolidated Financial Statements

                                       2
<PAGE>

FLAG FINANCIAL CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
- --------------------------------------------------------------------------------
                                                       Three Months Ended
                                                --------------------------------
                                                   03-31-97           03-31-96
                                                --------------------------------
Cash Flows from Operating Activities                        (UNAUDITED)
  Net Income .................................   $   619,066        $   585,341

  Adjustments  to  reconcile  net  income
    to net cash  provided  by  (used  in)
    operating activities:
      Provision for loan losses ..............       150,000            150,000
      Provision for depreciation .............       145,500            129,999
      Amortization of premiums/discounts on
          securities .........................        46,035             49,107
      (Gain)/loss on sale of investment
          securities .........................             0             (3,813)
      (Gain)/loss on sale of loans and
          mortgage-backed securities .........       (91,042)             7,300
      (Gain)/loss on sale of real estate
          acquired through foreclosure .......         9,486             11,976
      (Gain) on sale of stock ................       (62,036)
      (Increase)/decrease in accrued
          interest and dividends receivable ..        18,276            (20,808)
      (Increase)/decrease in deferred
          taxes ..............................       282,845             55,851
      Increase/(decrease) in accrued
          interest on savings ................      (243,817)           (21,215)
      Increase/(Decrease) in dividends
          payable on common stock ............             0              7,031
      Increase/(Decrease) in other - net .....     1,077,597               (213)
                                                 -----------        -----------
            Total adjustments ................     1,332,844            245,245
            Net cash provided by
               operating activities ..........     1,951,910            830,586
                                                 -----------        -----------
Cash Flows from Investing Activities
      Maturities of interest-bearing
          deposits ...........................      (727,507)        (1,653,602)
      Maturities and calls of investment
          securities .........................     1,000,000          4,000,382
      Proceeds from sale of investment
          securities .........................             0          3,353,686
      Proceeds from sale of loans and
          mortgage-backed securities .........     1,587,408          5,647,007
      Proceeds from sale of FHLB stock .......       417,700                  0
      Loans originated net of principal
          collected ..........................     4,681,214         (2,762,252)
      Proceeds from sale of stock ............     2,418,147          1,359,374
      (Increase)/decrease in real estate
          acquired through foreclosure .......       (80,229)           (95,138)
      Purchase of investment securities ......    (2,360,596)        (2,010,625)
      Purchase of loans and mortgage-backed
          securities .........................      (961,848)        (2,218,987)
      Deferred net origination fees/costs ....      (110,954)           (13,049)
      Purchase of FHLB stock .................             0                  0
      Purchase of other stock ................    (1,655,291)        (1,347,181)
      Purchase of fixed assets ...............      (454,166)          (130,442)
      (Increase)/decrease in federal
          funds sold .........................      (890,000)           580,000
                                                 -----------        -----------
             Net cash provided by investing
               activities ....................     2,863,878          4,899,449
                                                 -----------        -----------
Cash Flows from Financing Activities
      Net increase/(decrease) in
          deposit accounts ...................     4,512,031         (1,041,304)
      Increase/(decrease) in federal
          funds purchased ....................    (2,210,000)                 0
      Proceeds from FHLB advances ............     1,500,000                  0
      Repayment of FHLB advances .............    (4,520,833)        (7,020,833)
      Decrease in advances to secondary
          market .............................      (124,041)           664,501
      Increase in advances for borrower
          taxes & insurance ..................       218,074            326,877
      Refund of overpayment on exercise
          of stock options ...................        (7,098)                 0
      Exercise of stock options ..............             0            477,678
      Cash dividends .........................      (173,144)          (150,634)
            Net cash provided/(used) by
              financing activities ...........      (805,011)        (6,743,715)
                                                 -----------        -----------
Net increase/(decrease) in cash and cash
     equivalents .............................     4,010,777         (1,013,680)
Cash and cash equivalents at beginning of
     year ....................................     2,527,785          4,301,653
                                                 -----------        -----------
Cash and cash equivalents at March 31, .......   $ 6,538,562        $ 3,287,973
                                                 ===========        ===========

                                       3
<PAGE>

FLAG FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
                                   (UNAUDITED)

NOTE 1:  Principles of Consolidation

The consolidated  financial  statements include the operations of FLAG Financial
Corporation  ("FLAG" or the "Company") and its  wholly-owned  subsidiary,  First
Federal  Savings  Bank  of  LaGrange  (the  "Bank").  The  interim  consolidated
financial  statements  included herein are unaudited but reflect all adjustments
necessary to eliminate all significant  intercompany  balances and  transactions
and such other adjustments and accruals which, in the opinion of management, are
necessary for a fair presentation of the consolidated financial position and the
results of operations for the interim periods  presented.  All such  adjustments
are of a normal  recurring  nature.  Certain  prior  period  amounts  have  been
reclassified to conform with the current period's presentation.  For the purpose
of comparison,  information is included for prior periods. Financial information
for those periods including the financial statements,  footnotes and independent
auditors'  opinion  contained in the Company's 1996 Annual Report should be read
in conjunction  with these financial  statements.  The results of operations for
the three  months  ended March 31, 1997 are not  necessarily  indicative  of the
results for a full year's operation.

NOTE 2:  Investments

Investments  are  classified in three  categories;  held to maturity  securities
(reported at amortized cost),  trading securities  (reported at fair value), and
available-for-salesecurities  (reported at fair value).  Net unrealized gains or
losses on available-for-sale securities are excluded from income but reported in
a separate component of stockholders'  equity. Net unrealized gains or losses on
trading securities are included in current earnings.

The following summarizes FLAG's investments as of March 31, 1997:

                                                           Net        After-Tax
                                                       Unrealized    Unrealized
                                         Balance       Gain/(Loss)   Gain/(Loss)
Investment Securities
  Held to maturity (at
    amortized cost) ................   $         0   $         0    $         0
  Available-for-sale (at
    fair value) ....................     7,749,133       (80,964)       (50,198)
  Trading securities ...............             0             0              0
                                       -----------   -----------    -----------
    Total investment securities ....     7,749,133       (80,964)       (50,198)
Mortgage-Backed Securities
  Held to maturity (at
    amortized cost) ................     3,073,595             0              0
  Available-for-sale (at
    fair value) ....................    33,814,465      (516,076)      (319,967)
  Trading securities ...............             0             0              0
                                       -----------   -----------    -----------
    Total mortgage-backed
      securities ...................    36,888,060      (516,076)      (319,967)
                                       -----------   -----------    -----------
FHLB Stock (available-for-sale) ....     1,478,200             0              0
                                       -----------   -----------    -----------
        Total ......................   $46,115,393   ($  597,040)   ($  370,165)
                                       ===========   ===========    ===========

                                       4
<PAGE>

FLAG FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
                                   (UNAUDITED)

NOTE 3:  Net Loans Receivable (Excluding Loans Held for Sale)

Loans receivable are summarized as follows:
                                                     March 31,      December 31,
                                                       1997            1996
                                                   ------------     -----------
Residential Mortgage Loans:   
    Residential 1-4 family ...................     $ 73,906,486     $ 77,162,436
    Multi-family .............................          964,000        1,101,000
    Total residential mortgages ..............       74,870,486       78,263,436
    Commercial real estate ...................       32,811,000       33,844,000
    Consumer loans ...........................       15,281,000       18,166,000
    Commercial loans and loases ..............       21,833,000       17,780,000
    Residential construction loans ...........        8,109,000       11,812,000
                                                   ------------     ------------
    Gross loans receivable ...................      152,904,486      159,865,436
                                                   ------------     ------------
Less:
    Undisbursed proceeds on
      loans in process .......................          785,000        2,663,000
    Deferred loan fees and discounts .........          107,000          219,000
    Allowance for loan losses ................        4,427,000        4,339,000
                                                   ------------     ------------
Total net loans ..............................     $147,585,486     $152,644,436
                                                   ============     ============

NOTE 4:  Loans Held for Sale

The Bank had  $100,259  and  $343,677  of  mortgage  loans  held for sale in the
secondary market at March 31, 1997 and December 31, 1996 respectively, stated at
the lower of cost or market.

NOTE 5:  Supplemental Disclosure of Cash Flow Information

>
Cash paid during the three months ended:
                                                   March 31,
                                                   ---------
                                               1997         1996
                                               ----         ----
            Interest...................     $1,977,397   $1,742,132
            Income taxes ..............             $0           $0


NOTE 6:  Stockholders' Equity

The  following  table sets forth changes in  stockholders'  equity for the three
months ended March 31, 1997:

            Balance at December 31, 1996 .........     $ 20,518,292
            Net income (loss) ....................          619,066
            Dividends declared ...................         (173,144)
            Increase in unrealized losses
               on marketable securities ..........          (73,748)
            Refund of overpayment on
               exercise of stock options .........           (7,098)
                                                       ------------
            Balance at March 31, 1997 ............     $ 20,883,368
                                                       ============

                                       5
<PAGE>

FLAG FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
                                   (UNAUDITED)

On  February  20, 1997 the Board of  Directors  declared a $0.085 per share cash
dividend payable April 1, 1997 to shareholders of record March 21, 1997.

FLAG has  2,036,990  shares of common  stock  outstanding.  FLAG has an Employee
Stock  Incentive  Plan which provides up to 201,250 shares of common stock which
may be issued  upon the  exercise  of  options  granted  under the plan and also
provides  for the granting of stock  appreciation  rights.  The options  granted
shall be  immediately  vested as of the grant date and the  maximum  term is ten
years. As of December 31, 1996, 120,207 options had been exercised at a price of
$5.38. In the first quarter of 1997, 28,000 options were granted with an average
price of $11.37  and  expire in the year 2007.  None of such  options  have been
exercised in 1997.

FLAG also has a Directors Stock  Incentive Plan.  Under this Plan, up to 100,625
shares may be issued.  The options granted shall be immediately vested as of the
date of grant,  and the maximum  term is ten years.  There were 46,000  director
stock options outstanding as of March 31, 1997. Of these options,  40,000 can be
exercised at a price of $9.50 and expire in 2004,  and 6,000 can be exercised at
a price of $13.50 and expire in 2006.


NOTE 7:  Earnings Per Share

Net  earnings  per  share is based on the  weighted  average  number  of  shares
outstanding  during  each  period.  Stock  options  granted  to  key  management
personnel  are  considered  to  be  common  stock  equivalents.  However,  these
equivalents are not included in the calculation of net earnings per common share
as the effect of such is considered to be immaterial. Earnings per share for the
three months ended March 31, 1997 were computed based on the following:

                                                         Three Months Ended
                                                             March 31,
                                                             ---------
                                                       1997              1996
                                                       ----              ----
            Net income .......................    $  619,066         $  585,341
            Weighted average number of
                shares .......................     2,036,990          1,952,515
            Basic earnings per share .........    $     0.30         $     0.29


                                       6
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------
Forward-Looking Statements

Certain of the matters discussed in this document may constitute forward-looking
statements  for  purposes of the  Securities  Act of 1933,  as amended,  and the
Securities  Exchange Act of 1934, as amended,  and as such may involve known and
unknown  risks,  uncertainties  and other  factors  which  may cause the  actual
results,  performance or achievements of the Company to be materially  different
from future results,  performance or  achievements  expressed or implied by such
forward-looking  statements. The words "expect," "anticipate," "intend," "plan,"
"believe," "seek,"  "estimate," and similar expressions are intended to identify
such  forward-looking  statements.  The  Company's  actual  results  may  differ
materially from the results anticipated in these forward-looking  statements due
to a variety of factors,  including,  without limitation,  the effects of future
economic  conditions;  governmental  monetary  and fiscal  policies,  as well as
legislative  and  regulatory  changes;  the risks of changes in  interest on the
level  and  composition  of  deposits,  loan  demand,  and  the  values  of loan
collateral,  securities  and interest  rate  protection  agreements,  as well as
interest rate risks;  the effects of competition  from other  commercial  banks,
thrifts,  mortgage  banking firms,  consumer finance  companies,  credit unions,
securities brokerage firms,  insurance companies,  money market and other mutual
funds and other financial  institutions  operating in the Company's  market area
and elsewhere, including institutions operating locally, regionally, nationally,
and  internationally,  together with such competitors  offering banking products
and services by mail, telephone,  computer, and the Internet; and the failure of
assumptions  underlying the  establishment  of reserves for possible loan losses
and  estimations  of values of  collateral  and  various  financial  assets  and
liabilities.  All written or oral forward-looking statements attributable to the
Company  are  expressly   qualified  in  their  entirety  by  these   cautionary
statements.

Liquidity and Capital Resources

Applicable federal  regulations  required the Bank to maintain cash and eligible
short-term investment securities in an amount greater than or equal to 5% of net
withdrawable  deposits  and  borrowings  payable  in  one  year  or  less.  This
requirement  is to  help  assure  that  funding  is  adequate  to  meet  deposit
withdrawals,  loan fundings and other  short-term  liquidity  needs.  The Bank's
liquidity  position  was 11.48% as of March  31,1997,  as  compared  to 7.75% at
December 31, 1996, and 10.31% as of March 31, 1996.

The Bank's primary source of liquidity  (funds) are deposits,  loan  repayments,
proceeds  from the sale of loans  and  securities,  Federal  Home  Loan  Bank of
Atlanta  ("FHLBA")  advances,   federal  funds  purchased,   and  earnings  from
interest-bearing assets. Non-interest checking accounts continue to be a growing
source  of funds  for the  Bank.  The  Bank's  principal  uses of funds  are the
origination of loans, the purchase of mortgage-backed and investment securities,
and for  repayment of  borrowings  and  advances.  During the three months ended
March 31, 1997,  funds were primarily used to fund newly originated loans and to
pay off FHLBA advances.

The  Consolidated  Statements  of Cash Flow for the three months ended March 31,
1997 and 1996 provide additional information about the sources and uses of funds
for those two quarters.

An  adequate  level of  capital  is not  only a  regulated  requirement,  but is
necessary to provide the foundation  for balance sheet  expansion and protection
from future losses.  The chart below reflects the Bank's capital as of March 31,
1997. As indicated in the following chart,  FLAG and the Bank are  significantly
above all capital levels which are considered  necessary under current  industry
standards and are required by regulatory agencies.

                                       7
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------

                                Required     Actual      Excess
                                 Capital     Capital     Capital
                                 -------     -------     -------
                                     (Dollars in thousands)

Tangible Capital ...........     $3,358     $20,136     $16,778
                                  1.50%       8.99%       7.29%

Core Capital ...............     $6,736     $20,136     $13,400
                                  3.00%       8.99%       5.83%

Risk-based Capital .........    $11,842     $21,987     $10,145
                                  8.00%      14.85%       6.85%


Changes in Financial Condition
December 31, 1996 and March 31, 1997

Total assets increased approximately $1.57 million from $222,818,866 at December
31,  1996,  to  $222,072,314  at March 31,  1997.  Total  liabilities  decreased
approximately  $1.11  million,  from  $202,300,574  at  December  31,  1996,  to
$201,188,946 at March 31, 1997. The changes resulted primarily from increases in
deposits and repayment of FHLBA advances and federal funds purchased.


Stockholders' Equity increased $365,076 from December 31, 1996 to March 31, 1997
as follows:

            Balance at December 31, 1996 .........     $ 20,518,292
            Net income (loss) ....................          619,066
            Dividends declared ...................         (173,144)
            Increase in unrealized losses
               on marketable securities ..........          (73,748)
            Refund of overpayment on
               exercise of stock options .........           (7,098)
                                                       ------------
            Balance at March 31, 1997 ............     $ 20,883,368
                                                       ============

Results of Operations
Three months ended March 31, 1997 and 1996

FLAG  Financial  reported net income in the first quarter of 1997 of $619,066 or
$0.30 per share, versus $585,341 or $0.29 per share for the comparable period in
1996.  The  increase in earnings  resulted  primarily  from higher net  interest
income and other income,  combined with successful cost containment efforts. Net
interest income increased  modestly (0.8%) due to higher loan volume rather than
any material  increase in interest rates,  while other income  increased  18.2%.
Other expenses increased 5.7%. Annualized return on average assets totaled 1.11%
in the  first  quarter  of 1997  versus  1.04%  in the  first  quarter  of 1996.
Annualized  return on  average  equity  was 12.3% in the first  quarter  of 1997
versus 11.1% in the first quarter of 1996.

                                       8
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------

Progress  continued to be made in the resolution of the Bennett  Funding matter.
The Bank is in the process of finalizing  negotiations  of a settlement with the
bankruptcy trustee. The settlement is contingent upon a satisfactory  settlement
agreement and related  documents as well as bankruptcy court approval.  Although
the exact amount of the settlement has not yet been  finalized,  we believe that
these assets have been more than adequately reserved,  which should position the
Bank conservatively going forward.

Provision for Loan and Lease Losses

Management  utilizes a  systematic  methodology  to  independently  evaluate the
adequacy  of the  allowance  for loan and  lease  losses.  The  adequacy  of the
allowance for loan losses is determined through  management's  informed judgment
concerning the amount of risk inherent in the Bank's loan and lease  portfolios.
This  judgment  is based on such  factors  as the  levels of  nonperforming  and
substandard loans and leases,  portfolio mix,  borrowers'  financial  condition,
estimated underlying  collateral values,  current and prospective local economic
conditions, and historical loss experience.  Management expects the allowance to
increase  as the  Bank  continues  to  expand  the  following  loan  portfolios:
consumer, commercial loans and leases, and commercial real estate. Actual losses
in the form of loans  charged-off  during the three  months ended March 31, 1997
and the year ended December 31, 1996 are presented as follows:

                                                     March 31,     December 31,
                                                       1997           1996
                                                      ----            ----

Average net loans ..............................   $150,691,320    $151,084,000
Allowance for possible loan and lease losses,
  beginning of period ..........................      4,339,000       1,339,000
Charge-offs for the period:
  Consumer loans ...............................         14,000          87,000
  Commercial loans and leases ..................          1,000            --
  Residential construction loans ...............           --            22,000
  Residential mortgage loans ...................         58,000         410,000
  Commercial real estate loans .................           --              --
                                                   ------------    ------------
      Total charge-offs ........................         73,000         519,000
                                                   ------------    ------------
Recoveries for the period:
  Consumer loans ...............................         11,000          35,000
  Commercial loans and leases ..................           --              --
  Residential construction loans ...............           --              --
  Residential mortgage loans ...................           --              --
  Commercial real estate loans .................           --              --
                                                   ------------    ------------
      Total recoveries .........................         11,000          35,000
                                                   ------------    ------------
Net charge-offs for the period .................         62,000         484,000
Provision for loan and lease losses ............        150,000       3,484,000
Allowance for possible loan and lease losses,
      end of period ............................   $  4,427,000      $4,339 000
                                                   ============    ============

Ratio of allowance for loan and lease losses to
     average net loans outstanding .............           2.94%           2.84%
Ratio of net charge-offs during the period to
  average net loans and leases outstanding
  during the period ............................           0.04%           0.32%


                                       9
<PAGE>




MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------

The following  table  represents the allocation of the allowance as of the dates
indicated:


                                          March 31,            December 31,
                                            1997                  1996
                                            ----                  ----
                                               Percent of            Percent of
                                      Amount   Total Loans  Amount   Total Loans
                                      ------   -----------  ------   -----------
Residential mortgage loans ........  $     --        -%   $                 -%
Commercial real estate loans ......     145,000   0.10%      261,000     0.17%
Consumer loans ....................       5,000   0.01%        7,000     0.01%
loans
Commercial loans and leases .......   2,308,000   1.56%    2,978,000     1.93%
Residential construction loans ....        --        -%      --             -%
                                     ----------   ----    ----------     ----
    Total loans allocated .........   2,458,000   1.67%    3,246,000     2.11%
Unallocated allowance .............   1,969,000   1.33%    1,093,000     0.71%
                                     ----------   ----    ----------     ----
    Total allowance for possible
      loan and lease losses .......  $4,427,000   3.00%   $4,339,000     2.82%
                                     ==========   ====    ==========     ====
3
The Bank  continues  to  monitor  the  credit  worthiness  of its loan and lease
portfolio.  The  following  table  represents  the  non-accrual  loans and other
nonperforming assets as of the dates indicated. Interest income is recognized on
a cash basis for these loans.

                                                     March 31,     December 31,
                                                        1997           1996
                                                        ----           ----
Non-accruing loans:
  Residential mortgage loans:
    Residential 1-4 family .....................     $1,594,000      $1,327,000
    Multi-family ...............................           --              --
    Commercial real estate loans ...............        711,000         662,000
    Consumer loans .............................         84,000          83,000
    Commercial loans and leases ................      4,616,000       4,616,000
                                                     ----------      ----------
     Total non-accruing loans and
       leases ..................................      7,005,000       6,688,000
                                                     ----------      ----------
  Real estate acquired through
    foreclosure and other
   repossessed collateral ......................        595,000         525,000
                                                     ----------      ----------
      Total nonperforming assets ...............    $7,600,,000      $7,213,000
                                                     ==========      ==========

Ratio of total nonperforming assets to:
  Total loans and real estate acquired
    through foreclosure ........................           5.05%           4.70%
  Total assets .................................           3.42%           3.25%



QUANTITATIVE AND QUALITATIVE MARKET DISCLOSURES ABOUT MARKET RISK

The  Company  is not  required  to respond to this Item 3 because it is a "small
business  issuer" as defined in the rules and  regulations of the Securities and
Exchange commission.

                                       10
<PAGE>









                           FLAG FINANCIAL CORPORATION

                           PART II. OTHER INFORMATION


ITEM 6.

EXHIBITS AND REPORTS ON FORM 8-K

On February 22, 1997 the Company filed a Form 8-K  disclosing  the engagement of
Porter Keadle Moore,  LLP as the independent  accountants to audit the Company's
financial statements for the fiscal year ending December 31, 1997.




                                       11
<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.

               FLAG FINANCIAL CORPORATION
               (Registrant)

               Date: May 13, 1997              Ellison C. Rudd
                                         ----------------------------
                                               Ellison C. Rudd
                                            Chief Financial Officer
                                            (Duly authorized officer)








                                       12
<PAGE>






<TABLE> <S> <C>
         
<ARTICLE>      9
<MULTIPLIER>   1
       

<S>                                                                <C>
<PERIOD-TYPE>  3-MOS
<PERIOD-END>                                                         MAR-31-1997
<FISCAL-YEAR-END>                                                    DEC-31-1997
<CASH>                                                                 6,538,562
<INT-BEARING-DEPOSITS>                                                 4,284,645
<FED-FUNDS-SOLD>                                                         890,000
<TRADING-ASSETS>                                                               0
<INVESTMENTS-HELD-FOR-SALE>                                           45,518,353
<INVESTMENTS-CARRYING>                                                 3,073,595
<INVESTMENTS-MARKET>                                                   2,952,151
<LOANS>                                                              147,585,486
<ALLOWANCE>                                                            4,427,000
<TOTAL-ASSETS>                                                       222,072,314
<DEPOSITS>                                                           182,511,446
<SHORT-TERM>                                                          14,350,000
<LIABILITIES-OTHER>                                                    4,327,500
<LONG-TERM>                                                                    0
                                                          0
                                                                    0
<COMMON>                                                               2,036,990
<OTHER-SE>                                                            18,846,378
<TOTAL-LIABILITIES-AND-EQUITY>                                       222,072,314
<INTEREST-LOAN>                                                        3,430,208
<INTEREST-INVEST>                                                        736,632
<INTEREST-OTHER>                                                          46,160
<INTEREST-TOTAL>                                                       4,213,000
<INTEREST-DEPOSIT>                                                     1,969,909
<INTEREST-EXPENSE>                                                       234,647
<INTEREST-INCOME-NET>                                                  2,008,444
<LOAN-LOSSES>                                                            150,000
<SECURITIES-GAINS>                                                        57,428
<EXPENSE-OTHER>                                                        1,770,559
<INCOME-PRETAX>                                                          934,614
<INCOME-PRE-EXTRAORDINARY>                                               619,066
<EXTRAORDINARY>                                                                0
<CHANGES>                                                                      0
<NET-INCOME>                                                             619,066
<EPS-PRIMARY>                                                               0.30
<EPS-DILUTED>                                                               0.30
<YIELD-ACTUAL>                                                               .97
<LOANS-NON>                                                            7,005,000
<LOANS-PAST>                                                                   0
<LOANS-TROUBLED>                                                       2,430,000
<LOANS-PROBLEM>                                                        8,131,495
<ALLOWANCE-OPEN>                                                       4,339,000
<CHARGE-OFFS>                                                             73,000
<RECOVERIES>                                                              11,000
<ALLOWANCE-CLOSE>                                                      4,427,000
<ALLOWANCE-DOMESTIC>                                                     150,000
<ALLOWANCE-FOREIGN>                                                            0
<ALLOWANCE-UNALLOCATED>                                                1,969,000
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission