Item 1. Business
South Banking Company (the "Registrant") is a business corporation organized at the direction of Alma Exchange Bank & Trust ("Alma Bank") and Citizens State Bank ("Citizens Bank") (collectively, the "Banks") in 1980 under the Georgia Business Corporation Code. It was formed to obtain all the issued and outstanding shares of Common Stock of the Banks. Pursuant to the terms and provisions of a Plan of Reorganization and Agreement of Merger, dated as of January 13, 1981 and approved by the shareholders of the Banks on June 24, 1981, the Banks were reorganized into a holding company structure by merging the Banks with wholly-owned subsidiaries of the Registrant, which transaction was consummated on July 28, 1981. In connection with those mergers, the outstanding shares of Common Stock of the Banks were converted into shares of the Registrant at specified ratios and the Banks became wholly-owned subsidiaries of the Registrant. Pursuant to the terms and provision of an agreement of merger dated June 12, 1989 between South Banking and Georgia Peoples Bankshares, Inc. and approved by shareholders of Georgia Peoples on February 26, 1990, Georgia Peoples Bankshares and its subsidiary, Peoples State Bank, were merged into South Banking Company. In connection with the merger, the outstanding shares of Georgia Peoples Bankshares were converted into shares of the Registrant at specified ratios. During 1993, South Banking Company formed Banker's Data Services, Inc. ("Banker's Data") for the purpose of handling all the computer functions of the banks. Operations began in April, 1994. South Banking entered into an agreement in October of 1995 to acquire all the stock of Pineland State Bank ("Pineland Bank") in Metter, Georgia. On January 11, 1996, the transaction was completed.
During 1998, Alma Bank formed South Financial Products, Inc. (SFP) as a vehicle to enter the financial services market and provide service to its customers. South Financial Products, Inc. offers a complete array of investments options including stocks, bonds, mutual funds, financial and retirement planning, tax advantaged investments and asset allocations. SFP offers securities through Unvest, a North Carolina based independent clearing firm. SFP is licensed and regulated through the National Association of Securities Dealers, the Securities and Exchange Commission and various state and federal banking authorities.
The maturing of the baby boomer generation is creating a market for asset management services. The Company expects growth in this department and anticipates that resulting fees will provide a stable stream of income.
The Banks
The Banks operate full service banking business in Bacon, Appling, Candler and Camden Counties, Georgia, providing such customary banking services as checking and savings accounts, various other types of time deposits, safe deposit facilities and money transfers. The Banks also finance commercial and agricultural transactions, make secured and unsecured loans, and provide other financial services to its customers. The Banks do not conduct trust activities. On December 31, 1998, Alma Bank and Peoples Bank ranked, on the basis of total deposits, as the smaller of the two banks in Bacon and Appling Counties and the 224th and 267nd largest banks among 349 banks in Georgia. Citizens Bank, one of five banking operations in Camden County, ranked the 324th largest bank among 349 banks in Georgia; and Pineland Bank, one of three banking operations in Metter, Georgia, ranked the 300th largest bank among 349 banks in Georgia, Sheshunoff's Banks of Georgia (1999 edition).
The Banks make and service both secured and unsecured loans to individuals, firms, and corporations. Commercial lending operations include various types of credit for the Banks' customers. The Banks' installment loan departments make direct loans to individuals and, to a limited extent, purchase installment obligations from retailers both with and without recourse. The Banks make a variety of residential, industrial, commercial, and agricultural loans secured by real estate, including interim construction financing. Each bank has established desired mixes of real estate, commercial, agricultural, and consumer lending depending upon activities within the local area. The ratios are established in accordance with risk diversification goals. All banks are located in small rural areas with low to moderate income levels. The banks primarily look to real estate lending as a major portion of portfolio. Real estate values have remained fairly stable over the past few years to give stability to lending activities. Loan to value ratios are maintained in the 60% to 80% level for various real estate lending. Loan to value ratio of non real estate loans vary from 50% for the inventory or receivables to 90% for vehicles and other consumer lending. The economy of the area remains fairly constant without great fluctuation. The national economy will effect the area primarily in the timber and other agricultural products; however, the movement is not as wide locally as national movement indicates. Citizens Bank, Pineland Bank and Peoples Bank act as agents for another bank in offering "Master Card" and "VISA" credit cards to its customers and does not assume the credit risk on these transactions. Alma Bank offers "Master Card" credit cards to its customers.
At December 31, 1999, the Banks had correspondent relationships with 15 other commercial banks. These correspondent banks provide certain services to the banks such as processing checks and other items, buying and selling federal funds, handling money transfers and exchanges, shipping coins and currency, providing security and safekeeping of funds or other valuable items and furnishing limited management information and advice. As compensation for the services, the Banks maintain certain balances with its correspondents in noninterest bearing accounts.
Employees
On December 31, 1999, the Registrant and its subsidiaries had 91 full-time and 11 part-time employees. The Registrant is not a party to any collective bargaining agreement and employee relations are deemed to be good.
Competition
The Banking business is highly competitive. The Banks compete primarily with other commercial banks operating in Bacon, Camden, Appling, and Candler Counties. In addition, the Banks compete with other financial institutions, including savings and loan associations, credit unions and finance companies and, to a lesser extent, insurance companies and certain governmental agencies. The banking industry is also experiencing increased competition for deposits from less traditional sources such as money-market mutual funds.
Customers
The majority of the Banks' customers are individuals and small to medium-sized businesses headquartered within its service area. The Banks are not dependent upon a single or a very few customers, the loss of which would have a material adverse effect on the Banks. No customer accounts for more than 5% of the Banks' total deposits at any time. Management does not believe that the Banks' loan portfolio is dependent on a single customer or group of customers concentrated in a particular industry whose loss or insolvency would have a material adverse effect on the Banks.
Systems
During 1999, the Company completely tested all of its core application systems for Year 2000 readiness. For further information, please see the "General" heading in Managements' Discussion and Analysis.
Monetary Policies
The results of operations of the Banks, and therefore of the Registrant, are affected by credit policies of monetary authorities, particularly the Board of Governors of the Federal Reserve System (the "Board of Governors"), even though the Banks are not members of the Federal Reserve.
The instruments of monetary policy employed by the Federal Reserve include open market operations in U. S. Government securities and changes in the discount rate on member bank borrowing changes in reserve requirements against member bank deposits. In view of changing conditions in the national economy and in the money markets, as well as the effect of action by monetary and fiscal authorities, including the Federal Reserve System, no prediction can be made as to possible future changes in interest rates, deposit levels, loan demand or the business and earnings of the Banks.
Supervision and Regulations
The Registrant is a bank holding company within the meaning of the Bank Holding Company Act of 1956, as amended (the "Act"), and is required
to register as such with the Board of Governors. The Registrant is required to file with the Board of Governors an annual report and such other information as may be required to keep the Board of Governors informed with respect to the Registrant's compliance with the provisions of the Act. The Board of Governors may also make examinations of the Registrant and its subsidiaries from time to time.
The Act requires every bank holding company to obtain the prior approval of the Board of Governors before it may acquire substantially all the assets of any bank or ownership or control of any voting shares of any bank, if, after such acquisition, it would own or control, directly or indirectly, more than five percent of the voting shares of such bank. In no case, however, may the Board of Governors approve the acquisition by the Registrant of the voting shares of any bank located outside Georgia, unless such acquisition is specifically authorized by the laws of the state in which the bank to be acquired is located.
In addition, a bank holding company is generally prohibited from engaging in or acquiring direct or indirect control of voting shares of any company engaged in nonbanking activities. One of the principal exceptions to this prohibition is for activities found by the Board of Governors, by order or regulation, to be so closely related to banking, managing or controlling banks as to be a proper incident thereto. Some of the activities that the Board of Governors has determined by regulation to be closely related to banking are: making or servicing loans and certain types of leases; performing certain data processing services; acting as fiduciary, investment or financial advisor; making investments in corporations or projects designed primarily to promote community welfare.
In January, 1989, the Board of Governors issued final regulations which implement risk-based rules for assessing bank and bank holding company capital adequacy. The regulations revise the definition of capital and establish minimum capital standards in relation to assets and off-balance sheet exposures, as adjusted for credit risk.
Payment of Dividends and Other Restrictions
South is a legal entity separate and distinct from its subsidiaries. There are various legal and regulatory limitations under federal and state law on the extent to which South's subsidiaries can pay dividends or otherwise supply funds to South.
The principal source of South's cash revenues is dividends from its subsidiaries. The prior approval of the FRB or the Georgia Department of Bankers, as the case may be, is required if the total of all dividends declared by any state member bank of the Federal Reserve System in any calendar year exceeds the Bank's net profits (as defined) for that year combined with its retained net profits for the preceding two calendar years, less any required transfers to surplus or a fund for the retirement of any preferred stock. The relevant federal and state regulatory agencies also have authority to prohibit a state member bank or bank holding company, which would include South and the Subsidiary Banks from engaging in what, in the opinion of such regulatory body, constitutes an unsafe or unsound practice in conducting its business. The payment of dividends could, depending upon the financial condition of the subsidiary, be deemed to constitute such an unsafe or unsound practice.
Under Georgia law, the prior approval of the DBF is required before any cash dividends may be paid by a state bank if: (i) total classified assets at the most recent examination of such bank exceed 80% of the equity capital (as defined, which includes the reserve for loan losses) of such bank; (ii) the aggregate amount of dividends declared or anticipated to be declared in the calendar year exceeds 50% of the net profits (as defined) for the previous calendar year; or (iii) the ratio of equity capital to adjusted total assets is less than 6%.
In addition, the Banks are subject to limitations under Section 23A of the Federal Reserve Act with respect to extensions of credit to, investments in, and certain other transactions with South. Furthermore, loans and extensions of credit are also subject to various collateral requirements.
Capital Adequacy
The FRB has adopted risk-based capital guidelines for bank holding companies. The minimum ratio of total capital ("Total Capital") to risk- weighted assets (including certain off-balance sheet items, such as standby letters of credit) is 8%. At least half of the Total Capital is to be composed of common stock, minority interests in the equity accounts of consolidated subsidiaries, noncumulative perpetual preferred stock and a limited amount of perpetual preferred stock, less goodwill ("Tier I Capital"). The remainder may consist of subordinated debt, other preferred stock and a limited amount of loan loss reserves.
In addition, the FRB has established minimum leverage ratio guidelines for bank holding companies. These guidelines provide for a minimum ratio of Tier I Capital to total assets, less goodwill (the "Leverage Ratio") of 3% for bank holding companies that meet certain specified criteria, including those having the highest regulatory rating. All other bank holding companies generally are required to maintain a Leverage Ratio of at least 3% plus an additional cushion of 100 to 200 basis points. The guidelines also provide that bank holding companies experiencing internal growth or making acquisitions will be expected to maintain strong capital positions substantially above the minimum supervisory levels without significant reliance on intangible assets. Furthermore, the FRB has indicated that it will consider a "tangible Tier I capital leverage ratio" (deducting all intangibles) and other indications of capital strength in evaluating proposals for expansion or new activities.
Effective December 19, 1992, a new Section 38 to the Federal Deposit Insurance Act implemented the prompt corrective action provisions that Congress enacted as a part of the Federal Deposit Insurance Corporation Improvement Act of 1991 (the "1991 Act"). The "prompt corrective action" provisions set forth five regulatory zones in which all banks are placed largely based on their capital positions. Regulators are permitted to take increasingly harsh action as a Bank's financial condition declines. Regulators are also empowered to place in receivership or require the sale of a bank to another depository institution when a bank's capital leverage ratio reaches two percent. Better capitalized institutions are generally subject to less onerous regulation and supervision than banks with less amounts of capital.
The FDIC has adopted regulations implementing the prompt corrective action provisions of the 1991 Act, which place financial institutions in
the following five categories based upon capitalization ratios: (i) a "well capitalized" institution has a total risk-based capital ratio of at least 10%, a Tier I risk-based ratio of at least 6% and a leverage ratio of at least 5%; (ii) an "adequately capitalized" institution has a total risk-based capital ratio of at least 8%, a Tier I risk-based ratio of at least 4% and a leverage ratio of at least 4%, (iii) an "undercapitalized" institution has a total risk-based capital ratio of under 8%, a Tier I risk-based ratio of under 4% or a leverage ratio of under 4%; (iv) a "significantly undercapitalized" institution has a total risk-based capital ratio of under 6%, a Tier I risk-based ratio of under 3% or a leverage ratio of under 3%; and (v) a "critically undercapitalized" institution has a leverage ratio of 2% or less. Institutions in any of the three undercapitalized categories would be prohibited from declaring dividends or making capital distributions. The FDIC regulations also establish procedures for "downgrading" an institution to a lower capital category based on supervisory factors other than capital.
The downgrading of an institution's category is automatic in two situations: (i) whenever an otherwise well-capitalized institution is subject to any written capital order or directive; and (ii) where an undercapitalized institution fails to submit or implement a capital restoration plan or has its plan disapproved. The Federal banking agencies may treat institutions in the well-capitalized, adequately capitalized and undercapitalized categories as if they were in the next lower level based on safety and soundness considerations relating to factors other than capital levels.
All insured institutions regardless of their level of capitalization are prohibited by the Federal Deposit Insurance Corporation Improvement Act of 1991 (the "FDIC Act") from paying any dividend or making any other kind of capital distribution or paying any management fee to any controlling person if following the payment or distribution the institution would be undercapitalized. While the prompt corrective action provisions of the FDIC Act contain no requirements or restrictions aimed specifically at adequately capitalized institutions, other provisions of the FDIC Act and the agencies' regulations relating to deposit insurance assessments, brokered deposits and interbank liabilities treat adequately capitalized institutions less favorably than those that are well-capitalized.
Under the FDIC's regulations, all of the Subsidiary Banks are "well capitalized" institutions.
The written policies of the Georgia Department of Banking and Finance (the "DBF") require that state banks in Georgia generally maintain a minimum ratio of primary capital to total assets of 6.0%. At December 31, 1999, the Banks were in compliance with these requirements. In addition, the DBF is likely to compute capital obligations in accordance with the risk-based capital rules while continuing to require a minimum absolute level of capital.
It is not anticipated that such minimum capital requirements will affect the business operations of the Banks. However, the Board, in connection with granting approval for bank holding companies to acquire other banks and bank holding companies or to engage in non-banking activities, requires bank holding companies to maintain tangible capital ratios at approximate peer group levels. This requirement can result in
a bank holding company maintaining more capital than it would otherwise maintain. At the present time, South Banking Company's tangible primary capital ratios are equal or above their peer group level.
The laws of Georgia require annual registration with the DBF by all Georgia bank holding companies. Such registration includes information with respect to the financial condition, operations and management of intercompany relationships of the bank holding company and its subsidiaries and related matters. The DBF may also require such other information as is necessary to keep informed as to whether the provisions of Georgia law and the regulations and orders issued thereunder by the DBF have been in compliance with and the DBF may make examinations of the bank holding company and each bank subsidiary thereof.
The banks are also subject to examination by the DBF and the FDIC. The DBF regulates and monitors all areas of the operations of the banks, including reserves, loans, mortgages, issuances of securities, payment of dividends, interest rates, and establishment of branches. Interest and certain other charges collected or contracted for by the Banks are also subject to state usury laws and certain federal laws concerning interest rates. The Banks' deposits are insured by the FDIC up to the maximum permitted by law.
Legislation has passed that would allow banks to branch statewide subject to certain restrictions. This law became effective July 1, 1996.
Georgia banking laws permit bank holding companies to own more than one bank, subject to the prior approval of the Georgia Department of Banking and Finance; thereby, in effect, permitting statewide banking organizations. Such banks may be acquired as subsidiaries of the Registrant or merged into its existing bank subsidiaries.
Support of Subsidiary Banks
Under the FRB policy, South is expected to act as a source of financial strength to, and to commit resources to support, each of the Subsidiary Banks. This support may be required at times when, absent such FRB policy, South may not be inclined to provide it. In the event of a bank holding company's bankruptcy, any commitment by the bank holding company to a Federal bank regulatory agency to maintain the capital of a subsidiary bank will be assumed by the bankruptcy trustee and entitled to a priority of payment.
As a result of the enactment of Section 206 of the Financial Institutions Reform, Recovery and Enforcement Act ("FIRREA") on August 9, 1989, a depository institution insured by the FDIC can be held liable for any loss incurred by, or reasonably expected to be incurred by, the FDIC after August 9, 1989 in connection with (i) the default of a commonly controlled FDIC-insured depository institution or (ii) any assistance provided by the FDIC to any commonly controlled FDIC-insured depository institution "in danger of default" is defined generally as the existence of certain conditions indicating that a default is likely to occur in the absence of regulator assistance.
FDIC Insurance Assessments
The Subsidiary Banks are subject to FDIC deposit insurance assessments for the Bank Insurance Fund (the "BIF"). Since 1989, the
annual FDIC deposit insurance assessments increased from $.083 per $100 of deposits to a minimum level of $.23 per $100, an increase of 177 percent. The FDIC implemented a risk-based assessment system whereby banks are assessed on a sliding scale depending on their placement in nine separate supervisory categories, from $.23 per $100 of deposits for the healthiest banks (those with the highest capital, best management and best overall condition) to as much as $.31 per $100 of deposits for the less-healthy institutions, for an average of $.259 per $100 of deposits.
On August 8, 1995, the FDIC lowered the BIF premium for "healthy" banks 83% from $.23 per $100 in deposits to $.04 per $100 in deposits, while retaining the $.31 level for the riskiest banks. The average assessment rate was therefore reduced from $.232 to $.044 per $100 of deposits. The new rate took effect on September 29, 1995. On November 14, 1995, the FDIC again lowered the BIF premium for "healthy" banks from $.04 per $100 of deposits to zero for the highest rated institutions (92% of the industry). All of the Subsidiary Banks are insured under the BIF fund and it is expected that they will be required to pay only the legally required annual minimum payments during 1998.
Recent Legislative and Regulatory Action
On April 19, 1995, the four Federal bank regulatory agencies adopted revisions to the regulations promulgated pursuant to the Community Reinvestment Act (the "CRA"), which are intended to set distinct assessment standards for financial institutions. The revised regulations contain three evaluation tests: (i) a lending test which will compare the institution's market share of loans in low- and moderate-income areas to its market share of loans in its entire service area and the percentage of a bank's outstanding loans to low- and moderate-income areas or individuals; (ii) a services test which will evaluate the provisions of services that promote the availability of credit to low- and moderate- income areas; and (iii) an investment test, which will evaluate an institution's record of investments in organizations designed to foster community development, small- and minority-owned businesses, and affordable housing lending, including state and local government housing or revenue bonds. The regulation is designed to reduce some paperwork requirements of the current regulations and provide regulators, institutions, and community groups with a more objective and predictable manner with which to evaluate the CRA performance of financial institutions. The rule became effective on January 1, 1996, at which time evaluation under streamlined procedures were scheduled to begin for institutions with assets of less than $250 million.
These regulations have had little or no effect on South and the Subsidiary Banks. Congress and various Federal agencies (including Housing and Urban Development, the Federal Trade Commission and the Department of Justice) (collectively, the "Federal Agencies") responsible for implementing the nation's fair lending laws have been increasingly concerned that prospective home buyers and other borrowers are experiencing discrimination in their efforts to obtain loans. In recent years, the Department of Justice has filed suit against financial institutions, which it determined had discriminated, seeking fines and restitution for borrowers who allegedly suffered from discriminatory practices. Most, if not all, of these suits have been settled (some for substantial sums) without a full adjudication on the merits.
On March 8, 1994, the Federal Agencies, in an effort to clarify what constitutes lending discrimination and specify the factors the agencies will consider in determining if lending discrimination exists, announced a joint policy statement detailing specific discriminatory practices prohibited under the Equal Opportunity Act and the Fair Housing Act. In the policy statement, three methods of proving lending discrimination were identified: (i) over evidence of discrimination, when a lender blatantly discriminates on a prohibited basis; (ii) evidence of disparate treatment, when a lender treats applicants differently based on a prohibited factor even where there is no showing that the treatment was motivated by prejudice or a conscious intention to discriminate against a person; and (iii) evidence of disparate impact, when a lender applies a practice uniformly to all applicants, but the practice has a discriminatory effect, even where such practices are neutral on their face and are applied equally, unless the practice can be justified on the basis of business necessity.
On September 23, 1994, President Clinton signed the Reigle Community Development and Regulatory Improvement Act of 1994 (the "Regulatory Improvement Act"). The Regulatory Improvement Act contains funding for community development projects through banks and community development financial institutions and also numerous regulatory relief provisions designed to eliminate certain duplicative regulations and paperwork requirements. On September 29, 1994, President Clinton signed the Reigle-Neal Interstate Banking and Branching Efficiency Act of 1994 (the "Federal Interstate Bill") which amended Federal law to permit bank holding companies to acquire existing banks in any state effective September 29, 1995, and to permit any interstate bank holding company to merge its various bank subsidiaries into a single bank with interstate branches after May 31, 1997. States have the authority to authorize interstate branching prior to June 1, 1997, or, alternatively, to opt out of interstate branching prior to that date. The Georgia Financial Institutions Code was amended in 1994 to permit the acquisition of a Georgia bank or bank holding company by out-of-state bank holding companies beginning July 1, 1995. On September 29, 1995, the interstate banking provisions of the Georgia Financial Institutions Code were superseded by the Federal Interstate Bill.
In February 1996, the Georgia legislature adopted the "Georgia Interstate Branching Act," which permitted Georgia-based banks and bank holding companies owning or acquiring banks outside of Georgia and all non-Georgia banks and bank holding companies owning or acquiring banks in Georgia the right to merge any lawfully acquired bank into an interstate branch network. The Georgia Interstate Branching Act also allows banks to establish de novo branch banks on a limited basis beginning July 1, 1996. Beginning July 1, 1998, the number of de novo bank branches which may be established will no longer be limited.
Effective March 11, 2000, pursuant to authority granted under the Gramm-Leach-Bliley Act, a bank holding company may elect to become a financial holding company and thereby to engage in a broader range of financial and other activities than are permissible for traditional bank holding companies. In order to quality for the election, all of the depository institution subsidiaries of the bank holding company must be well capitalized and well managed, as defined by regulation, and all of its insured depository institution subsidiaries must have achieved a rating of "satisfactory" or better with respect to meeting community credit needs. Pursuant to the Gramm-Leach-Bliley Act, financial holding
companies will be permitted to engage in activities that are "financial in nature" or incidental or complementary hereto, as determined by the Federal Reserve Board. The Gramm-Leach-Bliley Act identifies several activities as "financial in nature" including, among others, insurance underwriting and agency, investment advisory services, merchant banking and underwriting, dealing or making a market in securities. The Registrant has not, at this time, made any decision with respect to whether it will elect to become a financial holding company under the Gramm-Leach-Bliley Act.
The Gramm-Leach-Bliley Act does not significantly alter the regulatory regimes under which the Registrant and the Bank currently operate. While certain business combinations not currently permissible will be possible after March 11, 2000, we cannot predict at this time resulting changes in the competitive environment or the financial condition of the Registrant or the Bank's. Using the financial holding company structure, insurance companies and securities firms may acquire the bank holding companies, such as the registrant, and may compete more directly with banks or bank holding companies.
Various legislation, including proposals to substantially change the financial institution regulatory system and to expand or contract the powers of banking institutions and bank holding companies, is from time to time introduced in Congress. This legislation may change banking statutes and the operating environment of the combined company and its subsidiaries in substantial and unpredictable ways. If enacted, such legislation could increase or decrease the cost of doing business, limit or expand permissible activities or affect the competitive balance among banks, savings associations, credit unions, and other financial institutions. The Registrant cannot accurately predict whether any of this potential legislation will ultimately be enacted, and, if enacted, the ultimate effect that it, or implementing regulations, would have upon the financial condition or results of operations of itself or any of its subsidiaries.
Omnibus Budget Reconciliation Act of 1993
The Omnibus Budget Reconciliation Act of 1993 (the "Tax Act") continues the recent legislation affecting banks and financial institutions. The Tax Act was designed as a deficit reduction with similarities to the 1990 Act which was also designed to slice $500 billion from the deficit.
Generally the Tax Act affects all corporations as to a new 35% tax rate for income in excess of $10 million and the maximum corporate capital gains rate was increased to 35%. The Registrant currently will not be affected by the change due to the income level of the Registrant. Various other provisions would restrict certain deductions and/or change the treatment of certain transactions.
Provisions that especially affect financial institutions included market to market Accounting for Securities. The Tax Act requires that securities that are inventory in the hands of a dealer be inventoried at fair market value (market to market). For the purposes of these rules, "securities" and a "dealer" are defined more broadly than under prior law. A "dealer" is any person who either regularly purchases securities from or sells securities to customers in the ordinary course of business or regularly offers to enter into, assume, offset, assign or otherwise
terminate positions in securities with customers in the ordinary course of a trade or business. Banks have been determined to qualify as a dealer under the new definitions. Unless securities are properly identified as held for investment, all inventory will be required to be market to market.
A second item affecting financial institutions is the treatment of tax-free FSLIC Assistance that was credited on or after March 4, 1991 in connection with the disposition of "covered" assets. Financial institutions are required to treat that assistance as compensation for any losses claimed on dispositions or charge-offs of these assets, effectively denying them any tax loss for those assets. This provision should not have any effect on the Registrant.
The third item affecting financial institutions is the amortization of intangible assets effective for purchase after the enactment (August 10, 1993). Taxpayers are required to amortize most intangibles (including goodwill, core deposits, going concern value and covenant not to compete) used in a trade or business over a 15 year period. Exception to this rule includes mortgage service rights. The provision will have significant impact on any future purchases the holding company may decide to undertake.
Some of the other provisions such as eliminating deductions for lobbying expense and club dues will impact the taxes payable by the Registrant.
Recent and Proposed Changes in Accounting Rules
In June, 1997, the FASB issued SFAS No. 130, Reporting Comprehensive Income. The statement is effective for annual and quarterly financial statements for fiscal years beginning after December 15, 1997, with earlier application permitted. For the Company, the statement became effective in the first quarter of 1998 and required reclassification of earlier financial statements for comparative purposes. SFAS No. 130 requires that changes in the amounts of comprehensive income items be shown in a primary financial statement. Comprehensive income is defined by the statement as "the change in equity (net assets) of a business enterprise during a period from transactions and other events and circumstances from nonowner sources. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners." While the adoption of this statement changed the look of the Company's financial statements, it did not have a material effect on the Company.
Also, in June 1997, the FASB issued SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information. The statement is effective for financial statements for fiscal years beginning after December 15, 1997, with earlier application permitted. SFAS No. 131 changes the way public companies report information about segments of their business in their annual financial statements and requires them to report selected segment information in their quarterly reports issued to shareholders. A company is required to report on operating segments based on the management approach. An operating segment is defined as any component of an enterprise that engages in business activities from which
it may earn revenues and incur expenses. The management approach is based on the way that management organizes the segments within the enterprise for making operating decisions and assessing performance. The adoption of this standard did not have a material effect on the Company.
In February 1998, the FASB issued SFAS No. 132, Employers' Disclosures about Pensions and Other Postretirement Benefits. The statement is effective for fiscal years beginning after December 15, 1997. SFAS No. 132 provides additional information to facilitate financial analysis and eliminates certain disclosures which are no longer useful. To the extent practical, the statement also standardizes disclosures for retiree benefits. The adoption of this standard did not have a material effect on the Company.
In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS No. 133 "Accounting for Derivative Instruments and Hedging Activities." This Statement establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation.
In June of 1999, the FASB issued SFAS No. 137, "Accounting for Derivative Instruments and Hedging Activities - Deferral of the Effective Date of FASB Statement No. 133." This statement deferred the effective date of SFAS No. 133 to fiscal years beginning after June 15, 2000, with early application encouraged. South is in the process of determining the impact, if any, the implementation of SFAS No. 133 and SFAS No. 137 will have on its results of operations.
In October 1998, the FASB issued SFAS No. 134, Accounting for Mortgage-Backed Securities Retained after the Securitization of Mortgage Loans Held for Sale by Mortgage Banking Enterprise, an amendment to SFAS No. 65. This statement is effective for the first fiscal quarter beginning after December 15, 1998, (or January 1, 1999 for the Company). The statement requires that after the securitization of mortgage loans held for sale, any retained mortgage-backed securities be classified in accordance with SFAS No. 115, based on the entity's ability and intent to sell or hold those investments. Prior to this statement, mortgage banking entities were required to classify these securities as trading only. The adoption of this standard did not have a material effect on the Company.
Industry Developments
Certain recently-enacted and proposed legislation could have an effect on both the costs of doing business and the competitive factors facing the financial institution's industry. Because of the uncertainty of the final terms and likelihood of passage of the proposed legislation, the Company is unable to assess the impact of any proposed legislation of its financial condition or operations at this time.
Selected Statistical Information
The tables and schedules on the following pages set forth certain significant statistical data with respect to: (i) the distribution of assets, liabilities and shareholders' equity and the interest rates and interest differentials experienced by, the Registrant and its subsidiaries; (ii) the investment portfolio of the Registrant and its subsidiaries; (iii) the loan portfolio of the Registrant and its subsidiaries, including types of loans, maturities and sensitivity to changes in interest rates and information on nonperforming loans; (iv) summary of the loan loss experience and reserves for loan losses of the Registrant and its subsidiaries; (v) types of deposits of the Registrant and its subsidiaries; and (vi) the return on assets and equity for the Registrant and its subsidiaries.
I. DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS' EQUITY; INTEREST RATES AND INTEREST DIFFERENTIALS
A. The condensed average balance sheets for the periods indicated are presented below. Year Ended Year Ended Year Ended December 31, December 31, December 31, 1999 1998 1997 ASSETS (In Thousands) Cash and due from banks $ 7,836 $ 5,736 $ 8,723 Cash in bank - interest bearing 1,355 1,411 1,412 Taxable investment securities 15,905 15,285 12,026 Nontaxable investment securities 1,825 1,945 1,833 Others 1,435 932 833 Federal funds sold and securities purchased under agreements to resell 8,757 11,354 7,202 Loans - net 121,166 111,239 96,657 Other assets 8,031 8,625 7,944
Total Assets $ 166,310 $ 156,527 $ 136,630
LIABILITIES AND SHAREHOLDERS' EQUITY Deposits: Demand - non-interest bearing $ 20,341 $ 20,209 $ 18,052 Demand - interest bearing 23,777 22,732 21,118 Savings 10,674 9,048 8,327 Time 92,406 86,113 72,070 Total Deposits $ 147,198 $ 138,102 $ 119,567 Federal funds purchased 55 - 507 Other borrowed funds 3,087 3,380 3,614 Other liabilities 962 1,694 1,102
Total Liabilities $ 151,302 $ 143,176 $ 124,790 Shareholders' equity 15,008 13,351 11,840
Total Liabilities and Shareholders' Equity $ 166,310 $ 156,527 $ 136,630
B. Interest Rates. The tables below show for the periods indicated the average amount outstanding for major categories of interest
earning assets and interest bearing liabilities; the average interest rates earned or paid; the interest income and expense earned or paid thereon; net interest earnings and the net yield on interest-earning assets. Year Ended December 31, 1999 Average Yield/ Balance Interest Rate ASSETS (In Thousands) Cash in banks - interest bearing$ 1,355 $ 78 5.75% Loans 121,166 12,859 10.61 Taxable investments 15,905 936 5.88 Non-taxable investments 1,825 87 4.77 Other 1,435 96 6.68 Federal funds sold and securities Purchased under agreements to resell 8,757 462 5.28 Total Interest-Bearing Assets $ 150,443 $ 14,518 9.65%
LIABILITIES Demand - interest bearing $ 23,777 $ 633 2.66% Savings deposits 10,674 352 3.30 Other time deposits 92,406 5,037 5.45 Other borrowing 3,087 236 7.65 Federal funds purchased 55 3 5.54 Total Interest-Bearing Liabilities $ 129,999 $ 6,261 4.82%
Net interest earnings $ 8,257 Net yield on interest earning assets 4.83%
Year Ended December 31, 1998 Average Yield/ Balance Interest Rate ASSETS (In Thousands) Cash in banks - interest bearing $ 1,411 $ 82 5.81 % Loans 111,239 12,152 10.92 Taxable investments 15,285 936 6.12 Non-taxable investments 1,945 92 4.73 Other 932 57 6.11 Federal funds sold and securities purchased under agreements to resell 11,354 601 5.29 Total Interest-Bearing Assets $ 142,166 $ 13,920 9.79%
LIABILITIES Demand - interest bearing $ 22,732 $ 678 2.98 % Savings deposits 9,048 288 3.18 Other time deposits 86,113 5,164 5.99 Other borrowing 3,380 262 7.75 Federal funds purchased - - - Total Interest-Bearing Liabilities $ 121,273 $ 6,392 5.27%
Net interest earnings $ 7,528 Net yield on interest earning assets 4.52%
Year Ended December 31, 1997 Average Yield/ Balance Interest Rate ASSETS (In Thousands) Cash in banks - interest bearing $ 1,412 $ 92 6.50% Loans 96,657 10,770 11.14 Taxable investments 12,026 941 7.82 Non-taxable investments 1,833 90 4.91 Other 833 42 5.04 Federal funds sold and securities purchased under agreements to resell 7,202 393 5.45 Total Interest-Bearing Assets $ 119,963 $ 12,328 10.28%
LIABILITIES Demand - interest bearing $ 21,118 $ 720 3.41% Savings deposits 8,327 258 3.10 Other time deposits 72,070 4,074 5.65 Other borrowing 3,614 305 8.44 Federal funds purchased 507 30 5.91 Total Interest-Bearing Liabilities $ 105,636 $ 5,387 5.10%
Net interest earnings $ 6,941 Net yield on interest earning assets 5.18%
(1) Note: Loan fees are included for rate calculation purposes. Loan fees included in interest amounted to approximately $892,522 in 1999, $810,462 in 1998 and $732,852 in 1997. Non accrual loans have been included in the average balances.
C. Interest Differentials. The following tables set forth for the periods indicated a summary of the changes in interest earned and interest paid resulting from changes in volume and changes in rates.
1999 compared to 1998
Increase (Decrease) Due to (1) Volume Rate Change Interest earned on: (In Thousands) Cash in banks - interest bearing $( 3) $( 1) $( 4) Loans 1,084 ( 377) 707 Taxable investments ( 38) 38 - Nontaxable investments ( 7 ) 2 ( 5 ) Other 24 14 38 Federal funds sold and securities purchased under agreement to resell ( 137) ( 2) ( 139)
Total Interest-Earning Assets $ 923 $( 326 )$
1999 compared to 1998 (Con't) Increase (Decrease) Due to (1) Volume Rate Change (In Thousands) Interest paid on: NOW deposits $ 31 $( 76 )$( 45 ) Savings deposits 52 12 64 Other time deposits 372 ( 499) ( 127) Other borrowing ( 23) ( 3) ( 26) Federal funds purchased 3 -
Total Interest-Bearing Liabilities $ 435 $( 566 )$( 131 )
Net Interest Earnings $ 488 $ 240 $ 728
(1) The change in interest due to volume has been determined by applying the rate from the earlier year to the change in average balances outstanding from one year to the next. The change in interest due to rate has been determined by applying the change in rate from one year to the next to average balances outstanding in the later year.
1998 compared to 1997 Increase (Decrease) Due to (1) Volume Rate Change Interest earned on: (In Thousands) Cash in banks - interest bearing $ - $( 10) $( 10 ) Loans 1,624 ( 242) 1,382 Taxable investments 255 ( 260) ( 5) Nontaxable investments 5 ( 3) 2 Other 5 10 15 Federal funds sold and securities purchased under agreement to resell 230 ( 22) 208
Total Interest-Earning Assets $ 2,119 $( 527) $ 1,592
Interest paid on: NOW deposits $ 55 $( 97) $( 42) Savings deposits 22 8 Other time deposits 793 297 1,090 Other borrowing ( 20) ( 23) ( 43) Federal funds purchased ( 30) - ( 30)
Total Interest-Bearing Liabilities $ 820 $ 185 $ 1,005
Net Interest Earnings $ 1,299 $( 712) $ 587
(1) The change in interest due to volume has been determined by applying the rate from the earlier year to the change in average balances outstanding from one year to the next. The change in interest due to rate has been determined by applying the change in rate from one year to the next to average balances outstanding in the later year.
1997 compared to 1996 Increase (Decrease) Due to (1) Volume Rate Change Interest earned on: (In Thousands) Cash in banks - interest bearing $( 40) $ 13 $( 27) Loans 1,426 ( 135) 1,291 Taxable investments ( 155 ) 217 Nontaxable investments ( 6 ) 1 ( 5) Other 14 - 14 Federal funds sold and securities purchased under agreement to resell ( 126) 13 ( 113)
Total Interest-Earning Assets $ 1,113 $ 109 $ 1,222
1997 compared to 1996 Increase (Decrease) Due to (1) Volume Rate Change Interest paid on: NOW deposits $ 22 $ 119 $ 141 Savings deposits 12 15 27 Other time deposits 443 ( 72 ) Other borrowing ( 10) 23 13 Federal funds purchased 9 3
Total Interest-Bearing Liabilities $ 476 $ 88 $ 564
Net Interest Earnings $ 637 $ 21$
(1) The change in interest due to volume has been determined by applying the rate from the earlier year to the change in average balances outstanding from one year to the next. The change in interest due to rate has been determined by applying the change in rate from one year to the next to average balances outstanding in the later year.
II. INVESTMENT PORTFOLIO
A. Types of Investments The carrying amounts of investment securities at the dates indicated are summarized as follows:
Year Ended Year Ended Year Ended December 31, December 31, December 31, 1999 1998 1997 (In Thousands) U. S. Treasury and other U. S. government agencies and corporations $ 16,292 $ 14,750 $ 13,892 State and political subdivisions (domestic) 1,714 1,959 1,976 Mortgage backed securities 502 732 1,080 Equities 545 300 -
Totals $ 19,053 $ 17,741 $ 16,948
B. Maturities The amounts of investment securities in each category as of December 31, 1999 are shown in the following table according to maturity classifications (1) one year or less, (2) after one year through five years, (3) after five years through ten years, (4) after ten years.
U. S. Treasury and Other U. S. Government State Agencies and and Political Mortgage Backed Corporations Subdivisions Securities Average Average Yield Yield Average Amount (1) Amount (1)(2) Amount Yield (In Thousands) Maturity: One year or less $ 2,297 5.99% $ 200 6.17% $ - - After one year through five years 13,508 5.83 905 7.06 213 6.02 % After five years through ten years - - - - - After ten years 487 5.50 610 8.58 289 7.41
Totals $ 16,292 5.84% $ 1,715 7.50% $ 502 6.82 %
(1) Yields were computed using coupon interest, adding discount accretion or subtracting premium amortization, as appropriate, on a ratable basis over the life of each security. The weighted average yield for each maturity range was computed using the acquisition price of each security in that range.
(2) Yields on securities of state and political subdivisions are stated on a tax equivalent basis, using a tax rate of 34%.
III. Loan Portfolio
A. Types of Loans The amount of loans outstanding at the indicated dates are shown in the following table according to type of loan.
Year Ended Year Ended Year Ended December 31, December 31, December 31 , 1999 1998 1997 (In Thousands) Commercial, financial and agricultural $ 34,607 $ 29,889 $ 29,728 Real estate - mortgage 62,829 58,005 52,544 Real estate - construction 13,413 7,909 6,968 Installments 21,433 19,157 17,285 $ 132,282 $ 114,960 $ 106,525 Less - Unearned income 216 154 149 Reserve for possible losses 2,169 1,971 1,822
Total Loans $ 129,897 $ 112,835 $ 104,554
C. Maturities and Sensitivity to Changes in Interest Rates The amount of total loans by category outstanding as of December 31, 1999 which, based on remaining repayments of principal, are due in (1) one year or less, (2) more than one year but less than five and (3) more than five years are shown in the following table. The amounts due after one year are classified according to the sensitivity to changes in interest rates.
Maturity Classification Over One One Year Through Over or Less Five Years Five Years Total Types of Loans (In Thousands) Commercial, financial and agricultural $ 28,375 $ 4,955 $ 1,191 $ 34,521 Real estate mortgage 42,131 12,223 8,058 62,412 Real estate construction 11,568 662 1,182 13,412 Installment 9,118 9,130 2,739 2,987
Total loans due after one year with: Predetermined interest rate 36,693 Floating interest rate 3,447
C. Nonperforming Loans The following table presents, at the dates indicated, the aggregate amounts of nonperforming loans for the categories indicated.
Year Ended Year Ended Year Ended December 31, December 31, December 31 , 1999 1998 1997 (In Thousands) Loans accounted for on a non-accrual basis $ 422 $ 557 $ 311
Loans contractually past due ninety days or more as to interest or principal payments 419 492 760
Loans, the terms of which have been renegotiated to provide a reduction or deferral of interest or principal because of a deterioration in the financial position of the borrower 29 37 36
C. Nonperforming Loans - (con't)
Year Ended Year Ended Year Ended December 31, December 31, December 31, 1999 1998 1997 (In Thousands) Loans now current about which there are serious doubts as to the ability of the borrower to comply with present loan repayment terms - - -
Loans are placed on non-accrual basis when loans are past due ninety days or more. Management can elect not to place loans on non- accrual status if net realizable value of collateral is sufficient to cover the balance and accrued interest.
D. Commitments and Lines of Credit The banks provide commitments and lines of credits to their most credit worthy customers only. Commitments are for short terms, usually not exceeding 30 days, and are provided for a fee of 1% of the amount committed. Lines of credit are for periods extending up to one year. No fee is usually charged with respect to the unused portion of a line of credit. Interest rates on loans made pursuant to commitments or under lines of credit are determined at the time that the commitment is made or line is established.
E. Rate Sensitivity Analysis
SOUTH BANKING COMPANY DECEMBER 31, 1999
+------Interest Sensitive-------+ 0 - 91 - 1 to 3 90 Day 365 Days Years (Thousands of Dollars) Earning Assets: Loans $ 72,332 $ 19,575 $ 16,839 Investment securities 289 2,497 9,576 Interest bearing deposits 491 279 - Federal funds sold and securities purchased under agreement to resell 3,180 - -
Total Earning Assets $ 76,292 $ 22,351 $ 26,415
Supporting Sources of Funds Savings $ 10,520 $ - $ - Money market and NOW 23,089 - - Other time deposits 18,741 49,210 5,039 CD's - $100,000 or more 4,808 17,370 2,214 Other borrowings 33 720 867 Federal funds purchased 1,140 - -
Total Interest Bearing Deposits $ 58,331 $ 67,300 $ 8,120
Demand deposits and other funds supporting earning assets - non interest earning $ - $ - $ -
Total Supporting Sources of Funds $ 58,331 $ 67,300 $ 8,120
Interest Sensitive - interest earning assets less interest bearing liabilities $ 17,961 $(44,949) $ 18,295
Cumulative interest rate sensitivity gap $ 17,961 $(26,988) $( 8,693)
Interest rate sensitivity gap ratio 1.31 .33 .33
Cumulative interest rate sensitivity gap ratio 1.31 .79 .94
3 to 5 5 Years + Years Over Total Earning Assets: Loans $ 10,319 $ 13,217 $ 132,282 Investment securities 5,050 1,097 18,509 Interest bearing deposits 99 - 869 Federal funds sold and securities purchased under agreement to resell - - 3,180
Total Earning Assets $ 15,468 $ 14,314 $ 154,840
Supporting Sources of Funds Savings $ - $ - $ 10,520 Money market and NOW - - 23,089 Other time deposits 346 - 73,336 CD's - $100,000 or more - - 24,392 Other borrowings 700 350 2,670 Federal funds purchased - - 1,140
Total Interest Bearing Deposits $ 1,046 $ 350 $ 135,147
Demand deposits and other funds supporting earning assets - non interest earning $ - $ - $ 21,463
Total Supporting Sources of Funds $ 1,046 $ 350 $ 156,610
Interest Sensitive - interest earning assets less interest bearing liabilities $ 14,422 $ 13,964 $ 1,770
Cumulative interest rate sensitivity gap $ 5,729 $ 19,693 $ 1,770
Interest rate sensitivity gap ratio 14.78 - -
Cumulative interest rate sensitivity gap ratio 1.04 1.15 98.9
The rate sensitivity analysis table is designed to demonstrate South's sensitivity to changes in interest rates by setting forth in comparative form the repricing maturities of South's assets and liabilities for the period shown. A ratio of greater than 1.0 times interest earnings assets to interest bearing liabilities indicates that an increase in interest rates will generally result in an increase in net income for South and a decrease in interest rates will result in a decrease in net income. A ratio of less than 1.0 times earnings assets to interest-bearing liabilities indicates that a decrease in interest rates will generally result in a increase in net income for South and an increase in interest rates will result in an decrease in net income.
IV. Summary of Loan Loss Experience
The following table summarizes loan balances at the end of each period and average balances during the year for each category; changes in the reverse for possible loan losses arising from loans charged off and recoveries on loans previously charged off; additions to the reserve which have been charged to operating expense; and the ratio of net charge-offs during the period to average loans.
Year Ended Year Ended Year Ended December 31, December 31, December 31, 1999 1998 1997 (In Thousands) A. Average amount of loans outstanding $ 121,166 $ 111,239 $ 96,657 B. Balance of reserve for possible loan losses at beginning of period $ 1,971 $ 1,822 $ 1,781 C. Loans charged off: Commercial, financial and agricultural $ 149 $ 10 $ 44 Real estate - mortgage 67 75 123 Installments 217 172 97
$ 433 $ 257 $ 264 D. Recoveries of loans previously charged off: Commercial, financial and agricultural $ 2 $ 20 $ 34 Real estate 31 2 8 Installment 95 98 83
$ 128 $ 120 $ 125 E. Net loans charged off during period $ 305 $ 137 $ 139 Additions to reserve charged to operating expense during period (1)$ 503 $ 286 $ 180 Addition from bank acquisition - - -
$ 503 $ 286 $ 180 F. Balance of reserve for possible loan losses at end of period $ 2,169 $ 1,971 $ 1,822 G. Ratio of net loans charged off during the period to average loans outstanding .25 .12 .14
(1) Although the provisions exceeded the minimum provision required by regulatory authorities, the Board of Directors believe that the provision has not been in excess of the amount required to maintain the reserve at a sufficient level to cover potential losses. The amount charged to operations and the related balance in the reserve for loan losses is based upon periodic evaluations by management of the loan portfolio. These evaluations consider several factors including, but not limited to, general economic conditions, loan portfolio composition, prior loan loss experience and management's estimation of future potential losses.
(2) Management's review of the loan portfolio did not allocate reserves by category due to the portfolio's small size. The reserves were allocated on the basis of a review of the entire portfolio. The portfolio does not contain excessive concentrations in any industry or loan category that might expose South to significant risk.
V. Deposits
A. Average deposits, classified as demand deposits, savings deposits and time certificates of deposit for the periods indicated are presented below:
Year Ended Year Ended Year Ended December 31, December 31, December 31, 1999 1998 1997 (In Thousands) Demand deposits $ 20,341 $ 20,209 $ 18,052 NOW deposits 23,777 22,732 21,118 Savings deposits 10,674 9,048 8,327 Time certificates of deposits 92,406 86,113 72,070
Total Deposits $ 147,198 $ 138,102 $ 119,567
B. The amounts of time certificates of deposit issued in amounts of $100,000 or more as of December 31, 1999 are shown below by category, which is based on time remaining until maturity of (1) three months or less, (2) over three through six months, (3) over six through twelve months and (4) over twelve months.
Three months or less $ 4,808 Over three through twelve months 17,370 Over twelve months 2,214
Total $ 24,392
VI. Return on Assets and Shareholders' Equity
The following rate of return information for the periods indicated is presented below:
Year Ended Year Ended Year Ended December 31, December 31, December 31, 1999 1998 1997 Return on assets (1) 1.28% 1.23 % 1.13 % Return on equity (2) 14.18 14.45 13.06 Dividend payout ratio (3) 12.20 13.46 15.54 Equity to assets ratio (4) 9.02 8.53 8.67
(1) Net income divided by average total assets. (2) Net income divided by average equity. (3) Dividends declared per share divided by net income per share. (4) Average equity divided by average total assets.
Item 2.
Item 2. Properties
Alma Bank's main banking office and the Registrant's principal executive offices are located at 104 North Dixon Street, Alma, Georgia 31510. The building, containing approximately 13,040 square feet of usable office and banking space, and the land, approximately 1.2 acres, are owned by Alma Bank. Alma Bank also has a separate drive-in banking facility located at 505 South Pierce Street, Alma, Georgia. The building, containing 510 square feet, in which the branch is located and the land, approximately .4 acres, on which it is located are owned by Alma Bank.
Citizens Bank's main banking office is located at 205 East King Street, Kingsland, Georgia 31548. The building, containing approximately 6,600 square feet of usable office and banking space, and the land, approximately 2 acres, are owned by Citizens Bank.
Peoples Bank's main banking office is located at Comas and E. Parker Streets, Baxley, Georgia 31513. The building, containing approximately 7,800 square feet of usable office and banking space, and the land, approximately 2.5 acres, are owned by the Peoples Bank. The Bank does not have branches.
Pineland Bank's main banking office is located at 257 North Broad Street, Metter, Georgia 30439. The building, containing approximately 10,000 square feet of usable office and banking space, and the land, approximately 1 acre, are owned by the Pineland Bank. The Bank opened a branch in 1998 on land under a long term lease.
Item 3.
Item 3. Legal Proceedings
Neither the Registrant or its subsidiaries are parties to, nor is any of their property the subject of, any material pending legal proceedings, other than ordinary routine proceedings incidental to the business of the Banks, nor to the knowledge of the management of the Registrant are any such proceedings contemplated or threatened against it or its subsidiaries.
Item 4.
Item 4. Submission of Matters to a vote of Security Holders
None applicable.
Part II.
Item 5.
Item 5. Market for the Registrant's Common Stock and Related Security Holder Matters
There is no public market for the common stock of South or the Banks. The last known selling price of South's common stock, based on information available to South's management, was $12.00 per share on October 7, 1999. As of March 1, 2000, the Company had 464 shareholders with 399,500 shares outstanding.
For the years ended December 31, 1999, 1998 and 1997, South paid cash dividends of $259,675 or $.65 per share, $259,654 or $.65 per share, and $239,681 or $.65 per share, respectively. These dollars equate to dividend payout ratios (dividends declared divided by net income) of 12.20%, 13.46% and 15.54% in 1999, 1998 and 1997, respectively. Certain other information concerning dividends and historical trading prices is set forth below:
QUARTERLY COMMON STOCK DATA
Set forth below is information concerning high and low sales prices by quarter for each of the last two fiscal years and dividend information for the last two fiscal years. The Company's common stock is not traded on any established pubic trading market. The Company acts as its own transfer agent, and the information concerning sales prices set forth below is derived from the Company's stock transfer records. As of December 31, 1999, there were 464 shareholders of record. SALES PRICES BY QUARTER High Low Fiscal Year 1999 First Quarter $12.00 $12.00 Second Quarter 12.00 12.00 Third Quarter 12.00 12.00 Fourth Quarter 12.00 12.00
SALES PRICES BY QUARTER High Low Fiscal Year 1998 First Quarter $12.00 $12.00 Second Quarter - - Third Quarter - - Fourth Quarter 12.00 12.00
DIVIDENDS PAID PER SHARE Fiscal Year Fiscal Year 1999 1999 1998 March 31 $ .00 .00 June 30 .00 .00 September 30 .00 .00 December 31 .65 .65
Item 6.
Item 6. Selected Financial Data
Years Ended December 31, 1999 1998 1997 1996 1995 (In Thousands)
Total Assets $ 173,807 $ 164,890 $ 149,895 $ 132,291 $ 97,175
Operations: Interest income $ 14,518 $ 13,920 $ 12,328 $ 11,107$ 8,090 Interest expense 6,261 6,392 5,387 4,823 3,314 Net Interest Income $ 8,257 $ 7,528 $ 6,941 $ 6,284$ 4,776 Provision for loan losses 503 286 179 202 62 Net interest income after provision for loan losses $ 7,754 $ 7,242 $ 6,762 $ 6,082$ 4,714 Other income $ 2,298 $ 1,905 $ 1,569 $ 1,596$ 1,371 Other expenses $ 6,906 $ 6,387 $ 6,017 $ 5,586$ 4,345 Income before income taxes $ 3,146 $ 2,760 $ 2,314 $ 2,092$ 1,740 Federal Income Taxes $ 1,017 $ 831 $ 768 $ 662$ 590 Net income before extraordinary items $ 2,129 $ 1,929 $ 1,546 $ 1,430$ 1,150 Extraordinary items $ - $ - $ - $ -$ - Net income $ 2,129 $ 1,929 $ 1,546 $ 1,430$ 1,150 Per Share Data: Income after extraordinary items $ 5.33 $ 4.83 $ 3.86 $ 3.54 $ 2.84 Net income $ 5.33 $ 4.83 $ 3.86 $ 3.54 $ 2.84 Dividends Declared $ .65 $ .65 $ .60 $ .55 $ .55 Book value $ 39.57 $ 35.56 $ 31.28 $ 27.72 $ 24.79
Profitability Ratios Net income to average total assets 1.28 % 1.23 % 1.13 % 1.14 % 1.28% Net income to average stockholders' equity 14.18 % $ 14.45 $ 13.06 $ 13.29 $ 12.08 Net interest margin 4.83 % $ 4.52 $ 5.18 $ 4.86 $ 5.20
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The purpose of this discussion is to focus on information about South Banking Company's financial condition and results of operations which is not otherwise apparent from the consolidated financial statement included in this report. Reference should be made to those statements, selected statistical information and the selected financial data presented elsewhere in this report for an understanding of the following discussion and analysis.
Year 2000 Compliance
GENERAL. The Year 2000 risk involved computer programs and computer software that are not able to perform without interruption into and during the Year 2000. If computer systems did not correctly recognize the date change from December 31, 1999, to January 1, 2000, computer applications that rely on the date field could fail or create erroneous results. Such erroneous results could have affected interest, payments or due dates, or caused the temporary inability to process transactions, send invoices or engage in similar normal business activities. If the Company, its suppliers and its borrowers, failed to address these issues there be a material adverse impact on the Company's financial condition or results of operations.
STATE OF READINESS. The Company formally initiated its Year 2000 project and plan in 1997 to insure that its operational and financial systems would not be adversely affected by Year 2000 problems. The Company formed a Year 2000 project team, and the Board of Directors and management supported all compliance efforts and allocated the necessary resources to ensure completion. An inventory of all systems and products (including both information technology ("IT") and non-informational technology ("non-IT") systems) that could have been affected by the Year 2000 date change was developed, verified and categorized as to their importance to the Company and an assessment of all mission critical IT and mission critical non-IT systems was completed. This assessment involved inputting test data which simulated the Year 2000 date change into such IT systems and reviewing the system output for accuracy. The Company's assessment of mission critical non-IT systems involved reviewing such systems to determine whether they were date dependent. Based on such assessment, the Company believed that none of its critical systems were date dependent. The software for the Company's systems is provided through software vendors. The Company contacted all of its third party vendors and software providers and required them to demonstrate and represent that the products provided were Year 2000 compliant and a program of testing compliance was planned. The Company's item processing software provider, which performs substantially all of the Company's data processing functions, stated that its software is Year 2000 compliant and pursuant to applicable regulatory guidelines the Company tested scenarios to verify this assertion. In addition, the FDIC reviewed the Company's compliance with Year 2000 issues on several occasions.
RISKS RELATED TO THIRD PARTIES. The impact of Year 2000 noncom- pliance by third parties with which the Company transacts business could not be accurately gauged. The Company identified its largest dollar depositors and loan customers and, based on information available to the Company, conducted evaluations to determine which of those customers were likely to be affected by Year 2000 issues. To the extent a problem was identified with respect to a customer, the Company monitored the customer's progress in resolving such problem. The Company is not aware of any material problem by any of its customers that would affect their repayment of any loans. With respect to depositors, the Company had additional cash on hand to handle any excessive withdrawals. With respect to its borrowers, the Company includes in its loan documents a Year 2000 disclosure form and an addendum to the loan agreement in which the borrower represents and warrants its Year 2000 compliance to the Company.
TRANSITION INTO THE YEAR 2000. The Company suffered no failures in any system or product upon the date change from December 31, 1999 to January 1, 2000. In addition, management is not aware of any vendor or provider used by the Company for data processing or related services which experienced a material failure of its product or service due to a Year 2000 related problem. The Company is also subject to risks associated with Year 2000 noncompliance by its customers. Management is not aware of any customer which suffered losses related to a Year 2000 problem which would adversely affect that customer's financial condition or its ability to repay any outstanding loan is has with the Company.
ONGOING PLANS. Although many of the critical dates related to potential Year 2000 related problems have passed, experts predict that Year 2000 related failures could occur throughout the year, such as on February 29, 2000 and December 31, 2000. Accordingly, the Company's Year 2000 project team will continue to monitor the Company's IT and non- IT systems and attempt to identify any potential problems during the course of the year. In addition, the Company will continue to monitor the Year 2000 compliance of the third parties with which the Company transacts business.
Financial Condition and Liquidity
Financial Condition
South functions as a financial institution and as such its financial condition should be examined in terms of trends in its sources and uses of funds. A comparison of daily average balances indicate how South has managed its sources and uses of funds. Included in the selected statistical information, the comparison of daily average balance in the business portion of the filing indicated how South has managed its sources and uses of funds. South used its funds primarily to support its lending activities.
South's total assets increased to $173,807,421 at year end 1999 from $164,890,742 at year end 1998. This growth represents a 5.4% increase in 1999 compared to 10.00% increase in 1998. This increase is attributable
to normal growth within the banking area with limited entry into competitive situations for large deposits. Due to the increased competition in certain markets, the net interest margins have declined. The net interest margin is not anticipated to change much in 2000 as the effect of the new competition has leveled off. However, continued increases in the prime rate could impact the margins. The interest rate sensitivity analysis, which is a part of this report, gives some indication of the repricing opportunities of South. The gap ratios for the first twelve months are outside the limits established by the Bank as ideal, however, the current interest rates are not favorable to customers purchasing certificates in excess of twelve months. Loan demand continues to be strong with loans increasing $17,322,771 in 1999. The banks continue to look for good quality loans as loans represent the highest yielding asset on the Bank's books. The rural economy of the Banks' market area has been stable prior to 1998. The Banks have noticed some decline in 1999 in the overall economy, and especially in the agri- cultural and timber industries. While the Banks are not heavy into these industries, the decline in these areas have impacted the overall economy. Classified loans for regulatory purposes remain at low levels and, despite the problem in the local economies, do not represent any trend or uncertainties which management reasonably expects will materially impact future operating results, liquidity of capital resources, or represents material credits about which management is aware that causes management to have serious doubts as to the ability of such borrowers to comply with the loan payment terms.
South's investment portfolio, including certificates of deposits in other banks, increased to $19,922,578 from $19,280,633. The small increase of $641,945 from operations is an indication of the loan demand of the banks and the desire of the banks to utilize the assets of South in the highest yielding manner available to the banks without creating liquidity problems. South has maintained adequate federal funds sold and investments available for sale to sufficiently maintain adequate liquidity. South's securities are primarily short term of three years or less in maturity, enabling South to better monitor the rate sensitivity of these assets. Unrealized gain and losses on this portfolio is not material to the statement as South maintains a slight unrealized loss of $286,251.
As the primary source of funds, aggregate deposits increased by $6,810,030 in 1999 compared to $13,387,853 in 1998. This represents a 4.66% increase for the year compared to a 10.09% increase in 1998. This illustrates the efforts of the banks to maintain good core deposit growth and not reach for the higher paying time certificates. One of the markets experienced new competition in 1998 which continues to have some impact on time certificate rates.
Liquidity
The primary function of asset/liability management is to assure adequate liquidity and maintain an appropriate balance between interest sensitive earning assets and interest bearing liabilities. Liquidity management involves the ability to meet the cash flow requirements of customers who may be either depositors desiring to withdraw funds or
borrowers requiring assurance that sufficient funds will be available to meet their credit needs. Interest rate sensitivity management seeks to avoid fluctuating net interest margins and to enhance consistent growth of net interest income through periods of changing interest rates.
Interest rate sensitivity varies with different types of interest- earning assets and interest bearing liabilities. Overnight federal funds on which rates change daily and loans which are tied to prime differ considerably from long-term investment and fixed rate loans. Similarly, time deposits over $100,000 and money market accounts are much more interest sensitive than passbook savings and long-term capital notes. The shorter-term interest rate sensitivities are key to measuring the interest sensitivity gap, or excess interest-sensitive earning assets over interest-bearing liabilities. An interest rate sensitivity table is included elsewhere in this document, and it shows the interest sensitivity gaps for different time intervals as of December 31, 1999. The first 30 days there is an excess of interest-bearing assets over interest-bearing liabilities. South becomes more sensitive to interest rate fluctuations on a short time period. While the cumulative gap declines with each time interval, South remains within a manageable position.
Marketable investment securities, particularly those of shorter maturities, and federal funds sold are the principal sources of asset liquidity. Securities maturing in one year or less amounted to $2,497,226 and federal funds sold net of federal funds purchased with daily maturities amounted to $2,040,000 at year end 1999, a decrease from prior years as loan demand exceeded deposit growth demand. Maturing loans and certificates of deposits in other banks are other sources of liquidity.
The overall liquidity of South has been enhanced by a significant aggregate amount of core deposits. These core deposits have remained constant during this period. South has utilized less stable short-term funding sources to enhance liquidity such as large denomination time deposits and money market certificates within its current customer base, but has not attempted to acquire these type of accounts from non-core deposit customers. South has utilized its core deposit base to help insure it maintains adequate liquidity.
Historically, the trend in cash flows as represented in the statement of cash flows shows a steady increase in cash generated by operations from the last three years. This is a result of increasing net income for each year. While income is not predictable, it is anticipated that liquidity will continue to be enhanced by the operations of the bank. Operations activity, however, generate only a small portion of the cash flow activities of the bank. Primary cash flow comes from investing activities such as sales and/or maturity of investment securities and in the financing activity through an increase in deposits. The primary use of cash flow includes the purchase of securities and making new loans as investing activities. The history of the bank's cash flow indicates a nonrepeating source such as proceeds from borrowings utilized as sources of cash for the purpose of acquisition or expansion. South's overall
cash flows indicate the relative stability and manageable growth of the bank's assets. South utilized deposit growth as its primary source of funds to handle growth. South's liquidity is maintained at levels determined by management to be sufficient to handle the cash needs that might arise at any given date. Outside sources are maintained, but South looks to these sources only on a very short term basis. South's long term liquidity plans include utilizing internally generated deposits as its primary source of cash flows and utilizing the shifting of the make up of assets to handle short term demands on cash.
Capital Resources
In January 1989, the Federal Reserve Board released new standards for measuring capital adequacy for U. S. banking organizations. These standards are based on the original risk-based capital requirements first proposed in early 1986 by U. S. bank regulators and then developed jointly by authorities from the twelve leading industrial countries. As a result, the standards are designed to not only provide more risk- responsive capital guidelines for financial institutions in the U. S., but also incorporate a consistent framework for use by financial institutions operating in the major international financial markets.
In general, the standards require banks and bank holding companies to maintain capital based on "risk-adjusted" assets so that categories of assets with potentially higher credit risk will require more capital backing than assets with lower risk. In addition, banks and bank holding companies are required to maintain capital to support, on a risk- adjusted basis, certain off-balance sheet activities such as loan commitments and interest rate swaps.
The Federal Reserve Board standards classify capital into two tiers, referred to as Tier 1 and Tier 2. Tier 1 capital consists of common shareholders' equity, noncumulative and cumulative (BHCs only) perpetual preferred stock and minority interest less goodwill. Tier 2 capital consists of allowance for loan and lease losses, perpetual preferred stock (not included in Tier 1), hybrid capital instruments, term subordinated debt and intermediate-term preferred stock. By December 31, 1992, all banks were required to meet a minimum ratio of 8% of qualifying total capital to risk-adjusted total assets with at least 4% Tier 1 capital. Capital that qualifies as Tier 2 capital is limited to 100% of Tier 1 capital.
Loans and Asset Quality
Management of the Company believes that the loan portfolio is adequately diversified. Commercial loans are spread through numerous types of businesses with no particular industry concentrations. Loans to individuals are made primarily to finance consumer goods purchased. At December 31, 1999, total loans, net of unearned discounts, were 76% of total earning assets. Loans secured by real estate accounted for 57% of total loans as of December 31, 1999. Most of the loans classified as real estate-mortgage are commercial loans where real estate provides additional collateral. The Banks do not participate in the secondary loan market.
Nonperforming assets include nonaccrual loans, accruing loans past due 90 days or more and other real estate, which includes foreclosures, deeds in lieu of foreclosure and in-substance foreclosures.
A loan is generally classified as nonaccrual when full collectibility of principal or interest is doubtful or a loan becomes 90 days past due as to principal or interest, unless management determines that the estimated net realizable value of the collateral is sufficient to cover the principal balance and accrued interest. When interest accruals are discontinued, unpaid interest credited to income in the current year is reversed and unpaid interest accrued in prior years is charged to the allowance for loan losses. Nonperforming loans are returned to performing status when the loan is brought current and has performed in accordance with contract terms for a period of time. A summary of South's loan loss experience is included elsewhere in this report.
Distribution of Nonperforming Assets 1999 1998 1997 (In Thousands) Nonaccrual loans $ 442 $ 557 $ 311 Past due 90 days still accruing 419 492 760 Other real estate (ORE) 168 163 122
$ 1,029 $ 1,212 $ 1,193 Nonperforming loans to year end loans .65 % .91 % 1.00 % Nonperforming assets to year end loan and ORE .78 % 1.05 % 1.11 %
The ratio of nonperforming assets has increased each year from 1994 to 1997. However in 1998 and 1999, a slight decrease occurred as 90 days past dues declined. This decrease is attributed to management's early review system to grasp problems before they become unmanageable. Management continues to work on nonperforming assets to further reduce this ratio.
Asset-Liability Management and Market Risk Sensitivity
Market risk is the risk of loss from adverse changes in market prices and rates. The Company's market risk arises principally from interest rate risk inherent in its lending, deposit and borrowing activities. Management actively monitors and manages its inherent rate risk exposure. Although the Company manages other risks, as in credit quality and liquidity risk, in the normal course of business, management considers interest rate risk to be its most significant market risk and could potentially have the largest material effect on the Company's financial condition and results of operations. Other types of market risks, such as foreign currency exchange rate risk and commodity price risk, do not arise in the normal course of the Company's business activities.
The Company's profitability is affected by fluctuations in interest rates. Management's goal is to maintain a reasonable balance between exposure to interest rate fluctuations and earnings. A sudden and substantial increase in interest rates may adversely impact the Company's earnings to the extent that the interest rates on interest- earning assets and interest-bearing liabilities do not change at the same speed, to the same extent or on the same basis. The Company monitors the impact of changes in interest rates on its net interest income using several tools.
The Banks' goal is to minimize interest rate risk between interest bearing assets and liabilities at various maturities through its Asset- Liability Management (ALM). ALM involves managing the mix and pricing of assets and liabilities in the face of uncertain interest rates and an uncertain economic outlook. It seeks to achieve steady growth of net interest income with an acceptable amount of interest rate risk and sufficient liquidity. The process provides a framework for determining, in conjunction with the profit planning process, which elements of the Company's profitability factors can be controlled by management. Understanding the current position and implications of past decisions is necessary in providing direction for the future financial management of the Company. The Company uses an asset-liability model to determine the appropriate strategy for current conditions.
Interest sensitivity management is part of the asset-liability management process. Interest sensitivity gap (GAP) is the difference between total rate sensitive assets and rate sensitive liabilities in a given time period. The Company's rate sensitive assets are those repricing within one year and those maturing within one year. Rate sensitive liabilities include insured money market accounts, savings accounts, interest-bearing transaction accounts, time deposits and borrowings. The profitability of the Company is influenced significantly by management's ability to manage the relationship between rate sensitive assets and liabilities. At December 31, 1999, approximately 64% of the Company's earnings assets could be repriced within one year compared to approximately 93% of its interest-bearing liabilities. This compares to 65% and 96% in 1998.
The Company's current GAP analysis reflects that in periods of increasing interest rates, rate sensitive assets will reprice slower than rate sensitive liabilities. The Company's GAP analysis also shows that at the interest repricing of one year, the Company's net interest margin would be adversely impacted. This analysis, however, does not take into account the dynamics of the marketplace. GAP is a static measurement that assumes if the prime rate increases by 100 basis points, all assets and liabilities that are due to reprice will increase by 100 basis points at the next opportunity. However, the Company is actually able to experience a benefit from rising rates in the short term because deposit rates do not follow the national money market. They are controlled by the local market. Loans do follow the money market; so when rates increase they reprice immediately, but the Company is able to manage the deposit side. The Company generally does not raise deposit rates as fast or as much. The Company also has the ability to manage its funding costs by choosing alternative sources of funds.
The Company's current GAP position would also be interpreted to mean that in periods of declining interest rates, the Company's net interest margin would benefit. However, competitive pressures in the local market may not allow the Company to lower rates on deposits, but force the Company to lower rates on loans.
Computation of prospective effects of hypothetical interest rate changes are based on numerous assumptions including relative levels of market interest rates, loan prepayments and deposit decay rates, and should not be relied upon as indicative of actual results. Further, the computations do not contemplate any actions the Company could undertake in response to changes in interest rates.
The rate sensitivity analysis as presented in the selected statistical information shows the Company's financial instruments that are sensitive to changes in interest rates, categorized by expected maturity. Market risk sensitive instruments are generally defined as on and off balance sheet derivatives and other financial instruments.
Notes to Market Risk Sensitivity Table:
Expected maturities are contractual maturities adjusted for prepayments of principal when possible. The Company uses certain assumptions to estimate expected maturities.
For loans, the Company has used contractual maturities due to the fact that the Company has no historical information on prepayment speeds. Since most of these loans are consumer and commercial loans, and since the Company's customer base is community-based, the Company feels its prepayment rates are insignificant.
For mortgage-backed securities, expected maturities are based upon contractual maturity, projected repayments and prepayment of principal. The prepayment experience herein is based on industry averages as provided by the Company's investment trustee.
Loans receivable includes non-performing loans.
Interest-bearing liabilities are included in the period in which the balances are expected to be withdrawn as a result of contractual maturities. For accounts with no stated maturities, the balances are included in the 0 to 90 day category.
The interest rate sensitivity gap represents the difference between total interest-earning assets and total interest-bearing liabilities.
An important aspect of achieving satisfactory net interest income is the composition and maturities of rate sensitive assets and liabilities. The table generally reflects that in periods of rising interest rates, rate sensitive liabilities will reprice faster than rate sensitive assets, thus having a negative effect on net interest income. It must be understood, however, that such an analysis is only a snapshot picture and
does not reflect the dynamics of the market place. Therefore, management reviews simulated earnings statements on a monthly basis to more accurately anticipate its sensitivity to changes in interest rates.
Results of Operations
1999 Compared to 1998
Net interest income remains an effective measurement of how well management has balanced South's interest rate sensitive assets and liabilities. Net interest income increased by $728,607. The increase of 9.68% compared to a 8.45% increase in 1998. The primary determinants of the increase were loans and time deposits. As loan demand increased, funds were channeled into higher yielding loans. Management continues its policy of not soliciting high interest deposits and was able to maintain stable cost of funds. The growth of assets and liabilities was only part of the reason for the increase as net interest yield increased to 4.83% from 4.52%. With the low interest rate currently in the market and South's current rate gap, South will continue its efforts to channel funds into higher yielding assets. Due to the rate sensitivity gap, South will attempt to improve its current position with a controlled attempt to lengthen its maturity of interest rate sensitive liabilities although this remains difficult without rate adjustments upward.
Interest and fees on loans increased $706,985 or 5.82% from 1998 to 1999 due to loan growth of 15.1% in 1999. Interest on investment securities increased $29,504 or 2.5% from 1998 to 1999 due to a slight increase in the yield in investments as rates have increased slightly. Interest income on federal funds sold decreased $113,905 or 18.9% due to lower average balances invested.
Total interest expense decreased 20% or $131,134 from 1998 to 1999. The largest component of total interest expense is interest expense on deposits, which decreased $117,482 or 1.9% from 1998 to 1999 due to a rate decrease that offset growth in deposits. The average rate paid on deposits was 4.82%, 5.27% and 5.10% in 1999, 1998 and 1997, respectively.
The allowance for possible loan losses is established through charges to expense in the form of a provision for loan losses. The provision for loan losses was $503,000 and $286,000, respectively, for the years ended December 31, 1999 and 1998. The provision in 1999 reflects replenishing the allowance for loan losses to cover net charge- offs of $432,472, plus providing for the 15.10% increase in total loans outstanding. The allowance for loan losses to total loans outstanding is 1.64% at December 31, 1999. Net charge-offs to average loans are .25% for 1999 as compared to 0.12% for 1998.
The allowance for loan losses is based on an in-depth analysis of the loan portfolio. Specifically included in that analysis are the following types of loans: loans determined to be of a material amount, loans commented on by regulatory authorities, loans commented on by internal and external auditors, loans past due more than 60 days, and
loans on a nonaccrual status. The allowance for loan losses is not allocated to specific credit risk, but rather to the overall loan portfolio as the individual banks are relatively small and can be looked at as a whole. The overall loan portfolio remains of good quality, however, some deterioration has been noted in the economy which reflects on the loan portfolio. The Banks have made provisions where necessary to reflect the overall quality of loans.
Non-Interest Income
Non-interest income for 1999 increased by $392,788 or 20.6% over 1998, as compared to an increase in 1998 of $335,546 or 21.4% over 1997. These increases generally resulted from increased activity in data processing, financial services and service charges on deposits. A significant contributor to non-interest income is service charges on deposit accounts which increased 24.2%. Management views deposit fee income as critical influence on profitability. Periodic monitoring of competitive fee schedules and examination of alternative opportunities ensure that the Company realizes the maximum contribution to profits from this area.
Non-Interest Expense
Non-interest expenses totaled $6,905,856 in 1999 as compared to $6,386,678 in 1998. This represented an 8% increase from 1998 to 1999, and a 6% increase from 1997 to 1998. The overall increases during the year were to growth in all geographic markets, which is evidenced by the growth in deposits of $4.7% from 1998 to 1999 and 11% from 1997 to 1998. Salaries and other personnel expenses, which comprised 54% of total non- interest expenses for 1999, were up $410,409 or 12.5% over 1998 due to normal salary increases, benefit cost increases, and increased personnel due to one new branch. During 1998 and 1997, salaries and other personnel expenses accounted for 51% and 50% of total other operating expenses, respectively.
Combined net occupancy and furniture and equipment expenses increased $26,489, or 2.3% from 1998 to 1999, as compared to an increase of $102,423, or 9.8% in 1998.
Income Taxes
Income tax expense totaled $1,017,056 in 1999 as compared to $830,744 in 1998. The changes in net income tax expense for the years were due to changes in taxable income for each respective year. Taxable income is affected by net income, income on tax exempt investment securities and loans, and the provision for loan losses. For tax purposes, the Bank can only recognize actual loan losses. The Company works actively with outside tax consultants to minimize tax expenses.
Results of Operations
1998 Compared to 1997
Net interest income remains an effective measurement of how well management has balanced South's interest rate sensitive assets and liabilities. Net interest income increased by $586,672. The increase of 8.45% compared to a 10.46% increase in 1997. The primary determinants of the increase were loans and time deposits. As loan demand increased, funds were channeled into higher yielding loans. Management continues its policy of not soliciting high interest deposits and was able to maintain stable cost of funds. The growth of assets and liabilities was necessary to maintain the level of net interest income as net interest yield decreased to 4.52% from 5.18%. With the low interest rate currently in the market and South's current interest rate gap, South will continue its efforts to channel funds into higher yielding assets. Due to the rate sensitivity gap, South will attempt to improve its current position with a controlled attempt to lengthen its maturity of interest rate sensitive liabilities although this is difficult without rate adjustments upward.
Interest and fees on loans increased $1,382,418 or 12.83% from 1997 to 1998 due to loan growth of 7.9% in 1998. Interest on investment securities decreased $14,505 or 1% from 1997 to 1998 due to a reduction in the yield in investments as rates have declined in securities. Interest income on federal funds sold increased $208,034 or 53% due to higher average balances invested.
Total interest expense increased 18.6% or $1,005,298 from 1997 to 1998. The largest component of total interest expense is interest expense on deposits, which increased $1,077,074 or 21% from 1997 to 1998 due to a 10% growth in deposits. The average rate paid on deposits was 5.27%, 5.10% and 4.98% in 1998, 1997 and 1996, respectively.
The allowance for possible loan losses is established through charges to expense in the form of a provision for loan losses. The provision for loan losses was $286,000 and $334,531, respectively, for the years ended December 31, 1998 and 1997. The provision in 1998 reflects replenishing the allowance for loan losses to cover net charge- offs of $137,066, plus providing for the 7.9% increase in total loans outstanding. The allowance for loan losses to total loans outstanding is 1.71% at December 31, 1998. Net charge-offs to average loans are 0.12% for 1998 as compared to 0.14% for 1997.
The allowance for loan losses is based on an in-depth analysis of the loan portfolio. Specifically included in that analysis are the following types of loans: loans determined to be of a material amount, loans commented on by regulatory authorities, loans commented on by internal and external auditors, loans past due more than 60 days, and loans on a nonaccrual status. The allowance for loan losses is not allocated to specific credit risk, but rather to the overall loan portfolio as the individual banks are relatively small and can be looked at as a whole. The overall loan portfolio remains of good quality, however, some deterioration has been noted in the economy which reflects on the loan portfolio. The Banks have made provisions where necessary to reflect the overall quality of loans.
Non-Interest Income
Non-interest income for 1998 increased by $335,546 or 4% over 1997, as compared to a decrease in 1997 of $26,778 or 1.6% over 1996. These increases generally resulted from increased SBA loan activity.
A significant contributor to non-interest income is service charges on deposit accounts which decreased 2.3%. Management views deposit fee income as a critical influence on profitability. Periodic monitoring of competitive fee schedules and examination of alternative opportunities ensure that the Company realizes the maximum contribution to profits from this area.
Non-Interest Expense
Non-interest expenses totaled $6,386,678 in 1998 as compared to $6,017,178 in 1997. This represented a 6% increase from 1997 to 1998, and a 7.7% increase from 1996 to 1997. The overall increases during the year were due to growth in all geographic markets, which is evidenced by the growth in deposits of 11% from 1997 to 1998 and 9% from 1996 to 1997. Salaries and other personnel expenses, which comprised 51% of total non-interest expenses for 1998, were up $219,187 or 7% over 1997 due to normal salary increases and increased personnel due to the one new branch. During 1997 and 1996, salaries and other personnel expenses accounted for 50% and 48% of total other operating expenses, respectively.
Combined net occupancy and furniture and equipment expenses increased $102,423, or 9.8% from 1997 to 1998, as compared to an increase of $117,214, or 12%, in 1997. The increase in 1998 is due to the opening of one new branch.
Income Taxes
Income tax expense totaled $830,744 in 1998 as compared to $767,811 in 1997. The changes in net income tax expense for the years were due to changes in taxable income for each respective year. Taxable income is affected by net income, income on tax exempt investment securities and loans, and the provision for loan losses. For tax purposes, the Bank can only recognize actual loan losses. The Company works actively with outside tax consultants to minimize tax expenses.
Results of Operations
1997 Compared to 1996
Net interest income remains an effective measurement of how well management has balanced South's interest rate sensitive assets and liabilities. Net interest income increased by $657,643. The increase of 10.46% compared to a 7.8% increase in 1996. The primary determinants of the increase were loans and time deposits. As loan demand increased, funds were channeled into higher yielding loans. Management continues its policy of not soliciting high interest deposits and was able to
maintain stable cost of funds. The shifting of assets and liabilities was necessary to maintain the level of net interest income as net interest yield increased to 5.20% from 4.96%. With the low interest rate currently in the market and South's current interest rate gap, South will continue its efforts to channel funds into higher yielding assets. Due to the rate sensitivity gap, South will attempt to improve its current position with a controlled attempt to lengthen its maturity of interest rate sensitive liabilities, although this is difficult without rate adjustments upward.
The provision for loan loss was $1,821,680 in 1997 compared to $1,781,013 in 1996. The provision for loan losses has been sufficient to increase the allowance for loan losses each year. During the year 1997, loan loss were held to low levels as management continues to work its loan portfolio to minimize charge-offs and place maximum efforts to collect previously charged off.
Other income decreased slightly from the prior year. Service charges increased in 1997 compared to 1996. Additionally, a small loss on securities occurred in 1997 on early calls. A loss on sale of equipment from the computer center during a conversion accounts for the decline in other income in 1997.
Operating cost grew at a rate of 7.72%. The increases are primarily personnel related as the Bank works hard at controlling cost. Decrease in FDIC fees and increased data processing efficiency help maintain cost levels.
Income tax expense was $767,811 in 1997 or 33.1% of net income compared to $662,078 in 1996 or 31.6% of net income. The nondeductible cost attributable to the 1996 acquisition of Pineland Bank accounts for the higher tax rate.
Results of operations can be measured by various ratio analysis. Two widely recognized performance indicators are the return on average equity and the returns on average assets. South's return on equity increased from 11.66% to 13.06%. The return on assets decreased from 1.16% to 1.13%. These levels are within peer group ranges of some other bank holding companies, management believes that 1998 can obtain comparable ratios despite increased competition.
Regulatory Matters
During the year 1999, federal and state regulatory agencies completed asset quality examinations at South's subsidiary banks. South's level and classification of identified potential problem loans was not revised significantly as a result of this regulatory examination process.
Examination procedures require individual judgments about a borrower's ability to repay loans, sufficiency of collateral values and the effects of changing economic circumstances. These procedures are similar to those employed by South in determining the adequacy of the allowance for loan losses and in classifying loans. Judgments made by regulatory examiners may differ from those made by management.
Management and the boards of directors of South and affiliates evaluate existing practices and procedures on an ongoing basis. In addition, regulators often make recommendations during the course of their examinations that relate to the operations of South and its affiliates. As a matter of practice, management and the boards of directors of South and its subsidiaries consider such recommendations promptly.
Impact of Inflation and Changing Prices
The majority of assets and liability of a financial institution are monetary in nature; therefore, differ greatly from most commercial and industrial companies that have significant investments in fixed assets or inventories. However, inflation does have an important impact on the growth of total assets in the banking industry and the resulting need to increase equity capital at higher than normal rates in order to maintain an appropriate equity-to-assets ratio. An important effect of this has been the reduction of asset growth to maintain appropriate levels. Another significant effect of inflation is on other expenses, which tend to rise during periods of general inflation.
Management believes the most significant impact on financial results is South's ability to react to changes in interest rates. As discussed previously, management is attempting to maintain an essentially balanced position between interest sensitive assets and liabilities in order to protect against wide interest rate fluctuations.
Item 8.
Item 8. Financial Statements and Supplementary Data
The following consolidated financial statements of the Registrant and its subsidiaries are included on pages through of this Annual report on Form 10-K.
Consolidated Balance Sheets - December 31, 1999 and 1998
Consolidated Statements of Income and Other Comprehensive Income - Years ended December 31, 1999, 1998 and 1997
Consolidated Statements of Changes in Stockholders' Equity - Years ended December 31, 1999, 1998 and 1997
Consolidated Statement of Cash Flow - Years ended December 31, 1999, 1998 and 1997
Notes to Consolidated Financial Statements
Item 9.
Item 9. Disagreement on Accounting and Financial Disclosures
Not applicable.
Part III.
Item 10.
Item 10. Directors and Executive Officers of the Registrant
The Directors and Executive Officers of the Registrant and their respective ages, positions with the Registrant, principal occupation and Common Stock of the Registrant beneficially owned as of March 1, 1999 are as follows: Director (Officer) of # of shares Position with Registrator Owned Registrant of one of Beneficiary & Principal the Banks (Percent of Name (Age) Occupation Since Class) Paul T. Bennett (44) President, 1978(1)(2) 19,103 Treasurer and (3) ( 4.78%) Director; Vice (4) Chairman and Director, Citizens Bank; Vice Chairman and Director, Peoples State Bank & Trust, Baxley, Georgia; President Peoples Bank, Lyons, Georgia; Director, Banker's Data Services; Director, Alma Exchange Bank and Trust
Olivia Bennett (80) Executive Vice 1969(1)(2) 193,583 President, Secretary (3) ( 48.45%) and Director; Chairman and Director, Alma Bank; Director, Banker's Data Services; Chairman of Board, President, Citizens Bank; Director, Peoples Bank
Lawrence Bennett (52) President and 1987(1)(2) 12,498 Director, Alma (4) ( 3.13 %) Bank; Director, Banker's Data Services; Director, Peoples Bank, Baxley; Director Peoples Bank, Lyons
Charles Stuckey (52) Director; Executive 1990(3) 1,592 Vice President, ( .4 %) Peoples Bank; Director, Banker's Data Services
Item 10. Directors and Executive Officers of the Registrant (Con't)
Director (Officer) of # of shares Position with Registrator Owned Registrant of one of Beneficiary & Principal the Banks (Percent of Name (Age) Occupation Since Class)
James W. Whiddon (55) Director; Executive 1989(2) 279 Vice President and ( .1 %) Director, Citizens Bank; Director, Banker's Data Services
Kenneth F. Wade (57) Director; Executive 1980(1) 4,862 Vice President, Director ( 1.21 %) and Cashier, Alma Bank; Director, Banker's Data Services
John Rogers (52) Director, Executive 1996(4) 100 Vice President, Pineland ( - %) State Bank; Director; Banker's Data Services
(1) Director of Alma Bank (2) Director of Citizens Bank (3) Director of Peoples Bank (4) Director of Pineland State Bank
Included in shares owned by Olivia Bennett are 175,501 shares owned by Estate of Valene Bennett of which she is the Executrix.
None of the directors are a director of a publicly-held corporation which is required to file reports with the Securities and Exchange Commission.
Each of the Directors and Executive Officers have been engaged in his or her present principal occupation for at least five years. Olivia Bennett is the mother of Paul T. Bennett and Lawrence Bennett. There are no other family relationships between any other Director or Executive Officer. Directors serve until the next annual meeting of shareholders or until their successors are elected and qualified. Officers serve at the pleasure of the Board of Directors.
Item 11.
Item 11. Management Renumeration and Transactions
The following information is given as to the cash and cash equivalent forms of renumeration received by South's CEO.
Long-Term Compensation Annual Compensation Awards Payouts (A) (B) (C) (D) (E) (F) (G) (H) (I)
Other All Name and Annual Restricted Other Principal Compen- Stock Options/ LTIP Compen- Position Year Salary Bonus sation (2) Award SARS # Payouts sation Valene Bennett CEO 1999 $ - $ - $ - $ - $ - $ - $ - CEO 1998 - - - - - - - CEO 1997 - - - - - - - 1996 - - - - - - - 1995 72,486 - 8,985 - - - - Paul T. Bennett CEO 1999 164,348 - 28,910 - - - - CEO 1998 140,956 - 26,200 - - - - 1997 125,138 - 20,235 - - - - 1996 109,480 - 22,940 - - - - 1995 87,566 - 15,310 - - - -
Olivia Bennett Secretary1999 205,366 - 20,345 - - - - 1998 195,935 - 22,010 - - - - 1997 182,936 - 15,135 - - - - 1996 168,748 - 15,295 - - - - 1995 100,857 - 12,200 - - - -
(1) Does not include fees and dues for clubs and fraternal and civic organizations paid by the Banks to certain officers for business related purposes. Also, does not include any amounts for use of an automobile.
(2) Other compensation consists of director fees from registrant and subsidiary banks.
Transactions with Management
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of March 1, 2000, the beneficial ownership of Common Stock of Registrant by the Only "person" (as that term is defined by the Securities and Exchange Commission), who owns of record or is known by the Registrant to own beneficially 5% or more of the outstanding shares of Common Stock of the Registrant and by all Executive Officers and Directors of the Registrant as a group.
Number of Percent of Shares Owned Outstanding Name Beneficially Shares Estate of Valene Bennett Route 4 Alma, Georgia 31510 175,501 43.93%
Olivia Bennett Route 4 Alma, Georgia 31510 18,082 4.52%
ll Executive Officers and Directors as a group (7 persons) 232,017 58.0%
Item 13.
Item 13. Certain Relationships and Related Transactions
The Banks have had, and expect to have in the future, banking transactions in the ordinary course of business with Directors and Officers of the Banks and their associates, including corporations, partnerships and other organizations in which such Directors and Officers have an interest, on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with unrelated parties. Such transactions have not involved more than the normal risk of collectibility or presented other unfavorable features.
Item 14.
Item 14. Exhibits, Financial Statement Schedule and Reports on Form 8-K Item 14(a) 1. and 3. and Item 14(d)
(a) The following documents are filed as part of this report:
1. Financial Statements
(a) South Banking Company and Subsidiaries: (i ) Consolidated Balance Sheets - December 31, 1999 and (ii) Consolidated Statements of Income and Other Comprehensive Income - Years ended December 31, 1999, 1998 and 1997 (iii) Consolidated Statements of Stockholders' Equity - Years ended December 31, 1999, 1998 and 1997 (iv ) Consolidated Statements of Cash Flow - Years ended December 31, 1999, 1998 and 1997 (b) South Banking Company (Parent Corporation Only): (i ) Balance Sheets - December 31, 1999 and 1998 (ii ) Statements of Income and Other Comprehensive Income - Periods ended December 31, 1999, 1998 and 1997 (iii) Statements of Stockholders' Equity - Periods ended December 31, 1999, 1998 and 1997 (iv ) Statements of Cash Flow - Years ended December 31, 1999, 1998 and 1997
Item 14. Exhibits, Financial Statement Schedule and Reports on Form 8-K (Con't)
3. Exhibits required by Item 7 of regulation S-K:
(3) Articles of Incorporation and By-Laws (included as Exhibits 3(a) and (b), respectively, to Appendix II to Registrant's Registration Statement on Form S-14, File No. 2- 71249, previously filed with the Commission and incorporated herein by reference).
(13) 2000 Annual Report to Shareholders of South Banking Company (not deemed filed except to the extent that sections thereof are specifically incorporated into this report on Form 10-K by reference).
(22) List of the Registrant's subsidiaries:
(1) Alma Exchange Bank & Trust (2) Citizens State Bank (3) Peoples State Bank & Trust (4) Bankers' Data Services, Inc. (5) Pineland State Bank (6) South Financial Products, Inc.
All of the Registrant's subsidiaries were incorporated under the laws of the State of Georgia and are doing business in Georgia under the above names.
(b) The registrant has not filed a Form 8-K during the last quarter of the period.
(c) The response to this Item 14(c) is included in item 14(a).
(d) Financial Statements Schedules - None.
POWER OF ATTORNEY
Know all men by these present, that each person whose signature appears below constitutes and appoints Paul T. Bennett, his attorney- in-fact, to sign any amendments to this Report, and to file the same, with exhibits thereto, and other documents in connection therewith. The Securities and Exchange Commission hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Date: March 29, 2000 Paul T. Bennett Principal Executive, Financial and Accounting Officer and Director
Date: March 29, 2000 Olivia Bennett Executive Vice President And Director
Date: March 29, 2000 Charles Stuckey Director
Date: March 29, 2000 James W. Whiddon Director
Date: March 29, 2000 Kenneth F. Wade Director
Date: March 29, 2000 Lawrence Bennett Director
Date: March 29, 2000 John Rogers Director
SIGNATURES
Pursuant to the requirements of Section 13 or 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.
SOUTH BANKING COMPANY
Date: March 29, 2000 By: Paul T. Bennett President, Treasurer and Director
SUPPLEMENTAL INFORMATION
The following supplemental information has not been sent to the Registrant's shareholders, but will be sent subsequent to the filing of this Annual Report on Form 10-K:
(1) 2000 annual report to shareholders.
(2) Proxy statement for 2000 annual meeting of shareholders.
The foregoing materials will be furnished to the Commission when they are sent to the shareholders since the Registrant does not have securities registered pursuant to Section 12 of the Securities Exchange Act of 1934. The foregoing materials shall not be deemed to be "filed" with the Commission or otherwise subject to the liabilities of Section 18 of that Act.
SOUTH BANKING COMPANY
ALMA, GEORGIA
FINANCIAL STATEMENTS
DECEMBER 31, 1999
REPORT OF INDEPENDENT ACCOUNTANTS
Board of Directors South Banking Company Alma, Georgia 31510
We have audited the accompanying consolidated balance sheets of South Banking Company and Subsidiaries as of December 31, 1999 and 1998 and the related consolidated statements of income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 1999. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of South Banking Company and Subsidiaries at December 31, 1999 and 1998 and the consolidated results of its operations, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 1999, in conformity with generally accepted accounting principles.
Respectfully submitted,
H. H. BURNET & COMPANY, P.C. Waycoss, Georgia March 1, 2000
SOUTH BANKING COMPANY ALMA, GEORGIA CONSOLIDATED BALANCE SHEETS
December 31, December 31, 1999 1998
ASSETS
Cash and due from banks $ 11,695,998 $ 6,122,085
Deposits in other banks - interest bearing $ 869,000 $ 1,539,000
Investment securities Available for sale $ 18,306,239 $ 16,993,917 Held to maturity - market value of $749,139 in 1999 and $765,060 in 1998 $ 747,339 $ 747,716
Georgia Bankers stock $ 547,283 $ 547,283 Federal Home Loan Bank stock $ 426,100 $ 396,200
Federal funds sold $ 3,180,000 $ 17,648,000 Loans $132,282,615 $114,959,844 Less: Unearned discount ( 216,397) ( 154,545) Reserve for loan losses ( 2,168,877 ) ( 1,970,620 ) $129,897,341 $112,834,679 Bank premises and equipment $ 4,097,405 $ 4,020,735 Goodwill $ 208,562 $ 262,137 Other assets $ 3,832,154 $ 3,778,990
Total Assets $173,807,421 $164,890,742 The accompanying notes are an integral part of these financial statements.
SOUTH BANKING COMPANY ALMA, GEORGIA CONSOLIDATED BALANCE SHEETS (Con't)
December 31, December 31, 1999 1998
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities Deposits: Demand - non-interest bearing $ 21,462,802 $ 23,299,454 Demand - interest bearing 23,089,387 24,613,084 Savings 10,520,013 9,057,678 Time 97,727,773 89,019,729 $152,799,975 $145,989,945 Borrowing 2,669,743 3,156,096 Accrued expenses and other liabilities 1,294,354 1,391,347 Federal funds purchased 1,140,000 - N/P - Federal Home Loan Bank 93,333 146,667
Total Liabilities $157,997,405 $150,684,055
Stockholders' Equity Common stock $1 par value; shares authorized - 1,000,000, shares issued and outstanding - 1999 and 1998 - 399,500 and 399,500, respectively $ 399,500 $ 399,500 Surplus 3,070,831 3,070,831 Undivided profits 12,520,614 10,651,788 Accumulated other comprehensive income ( 180,929 ) 84,568 Total Stockholders' Equity $ 15,810,016 $ 14,206,687 Total Liabilities and Stockholders' Equity $173,807,421 $164,890,742 The accompanying notes are an integral part of these financial statements.
SOUTH BANKING COMPANY ALMA, GEORGIA CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
Year Ended Year Ended Year Ended December 31, December 31, December 31, 1999 1998 1997 Interest Income Interest and other fees on loans $ 12,858,967 $ 12,151,982 $ 10,769,564 Interest on deposits - interest bearing 78,124 82,264 92,506 Interest on federal funds sold 462,292 601,351 393,317 Interest on investment securities: U. S. Treasury 144,635 208,785 202,516 U. S. Government agencies 753,245 668,239 655,440 Mortgage backed securities 37,875 58,537 83,951 State and municipal subdivisions 86,777 91,698 89,615 Other securities 95,849 57,435 41,412
Total Interest Income $ 14,517,764 $ 13,920,291 $ 12,328,321 Interest Expense Interest on deposits $ 6,012,117 $ 6,129,599 $ 5,052,525 Interest - other borrowing 249,103 262,755 334,531 Total Interest Expense $ 6,261,220 $ 6,392,354 $ 5,387,056 Net interest income $ 8,256,544 $ 7,527,937 $ 6,941,265 Provision for loan losses 503,000 286,000 179,500 Net interest income after provision for loan losses $ 7,753,544 $ 7,241,937 $ 6,761,765 Other Operating Income Service charge on deposits 1,446,630 $ 1,164,506 $ 1,191,927 Commission on insurance 68,614 93,217 108,277 Other income 399,993 450,789 264,480 Securities gains (losses) 236 2,288 246 Data processing fees 382,396 195,701 153,811 Loss on sale of fixed assets ( 1,420 ) ( 149,206 ) Total Other Operating Income $ 2,297,869 $ 1,905,081 $ 1,569,535
The accompanying notes are an integral part of these financial statements.
SOUTH BANKING COMPANY ALMA, GEORGIA CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (Con't)
Year Ended Year Ended Year Ended December 31, December 31, December 31, 1999 1998 1997 Other Operating Expenses Salaries $ 2,866,950 $ 2,643,285 $ 2,416,589 Profit sharing and other personnel expenses 827,359 640,615 648,124 Occupancy expense of bank premises 408,211 393,219 383,268 Furniture and equipment expense 765,963 754,466 661,994 Stationery and supplies 167,909 194,675 182,727 Data processing 240,633 179,560 178,838 Director fees 170,260 156,950 137,586 Other real estate expenses 21,112 13,991 15,781 Other expenses 1,437,459 1,409,917 1,392,271 Total Other Operating Expenses $ 6,905,856 $ 6,386,678 $ 6,017,178 Income before income taxes $ 3,145,557 $ 2,760,340 $ 2,314,122 Applicable income taxes 1,017,056 830,744 767,811 Net Income $ 2,128,501 $ 1,929,596 $ 1,546,311 Other Comprehensive Income before tax Unrealized gain on securities $( 402,268 ) $ 61,798$ 83,074 Other Comprehensive Income before tax $( 402,268 ) $ 61,798$ 83,074
Income tax expenses related to items of other comprehensive income ( 136,771 ) 21,011 28,245
Other comprehensive income, net of tax $( 265,497 ) $ 40,787$ 54,829
Comprehensive Income $ 1,863,004 $ 1,970,383 $ 1,600,893
Per share data based on weighted outstanding shares: Weighted average outstanding 399,500 399,500 400,501 Net Income $ 5.33 $ 4.83 $ 3.86
The accompanying notes are an integral part of these financial statements.
SOUTH BANKING COMPANY ALMA, GEORGIA CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Common Undivided Stock Surplus Profits Balance, December 31, 1996 $ 403,500 $ 3,116,581 $ 7,675,216 Net income - - 1,546,311 Cash dividends - - ( 239,681) Unrealized gain (loss) on securities available for sale - - - Redemption of shares ( 4,000 ) ( 45,750) -
Balance, December 31, 1997 $ 399,500 $ 3,070,831 $ 8,981,846 Net income - - 1,929,596 Cash dividends - - ( 259,654) Unrealized gain (loss) on securities available for sale - - -
Balance, December 31, 1998 $ 399,500 $ 3,070,831 $10,651,788 Net income - - 2,128,501 Cash dividends - - ( 259,675) Unrealized gain (loss) on securities available for sale - - -
Balance, December 31, 1999 $ 399,500 $ 3,070,831 $12,520,614
The accompanying notes are an integral part of these financial statements.
Accumulated Other Total Comprehen- Stockholders' sive Income Equity Balance, December 31, 1996 $( 11,048) $11,184,249 Net income - 1,546,311 Cash dividends - ( 239,681 ) Unrealized gain (loss) on securities available for sale 54,829 54,829 Redemption of shares - ( 49,750 )
Balance, December 31, 1997 $ 43,781 $12,495,958 Net income - 1,929,596 Cash dividends - ( 259,654 ) Unrealized gain (loss) on securities available for sale 40,787 40,787
Balance, December 31, 1998 $ 84,568 $14,206,687 Net income - 2,128,501 Cash dividends - ( 259,675 ) Unrealized gain (loss) on securities available for sale ( 265,497 ) ( 265,497)
Balance, December 31, 1999 $( 180,929 ) $15,810,016
SOUTH BANKING COMPANY ALMA, GEORGIA CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended Year Ended Year Ended December 31, December 31, December 31, 1999 1998 1997 Cash Flows From Operating Activities: Net income $ 2,128,501 $ 1,929,596 $ 1,546,311 Add expenses not requiring cash: Provision for depreciation and amortization 668,207 643,978 599,366 Provision for loan losses 503,000 286,000 179,500 Provision for loss on ORE 5,000 8,000 7,000 Bond portfolio losses (gains) ( 202 ) ( 247) ( 265 ) (Gain) loss on sale of premises & equipment ( 6,080 ) -153,151 (Gain) loss on sale of other real estate owned 34,444 ( 11,336 )( 19,071 ) Increase (decrease) in taxes payable 290,973 74,038 ( 125,505 ) Increase (decrease) in interest payable ( 39,109 ) 171,545139,213 Increase (decrease) in other liabilities ( 348,857 ) ( 153,424) 1,156 (Increase) decrease in interest receivable 167,420 ( 60,192) ( 192,363 ) Decrease (increase) in prepaid expenses 17,824 ( 4,947) ( 22,924 ) (Increase) decrease in other assets ( 101,191 )( 33,042 )134,274 Recognition of unearned loan income 61,852 8,202 ( 1,039 ) Net Cash Provided By Operating Activities $ 3,381,782 $ 2,858,171 $ 2,398,804 Cash Flows From Investing Activities: Proceeds from maturities of securities held to maturity $ - $ 1,360,102 $ 1,056,813 Purchase of securities held to maturity ( 502,131) ( 398,399 ) Proceeds from maturity of securities available for sale 6,371,028 8,074,0115,209,008 Net loans to customers (17,816,584 ) ( 8,810,806) (17,755,789 )
The accompanying notes are an integral part of these financial statements.
SOUTH BANKING COMPANY ALMA, GEORGIA CONSOLIDATED STATEMENTS OF CASH FLOWS (Con't)
Year Ended Year Ended Year Ended December 31, December 31, December 31, 1999 1998 1997 Cash Flows From Investing Activities: (con't) Purchase of securities available for sale $( 7,849,323) $( 9,351,464) $( 6,892,671) Purchase of premises and equipment ( 696,558) ( 576,788) ( 814,681) Proceeds from sale of premises and equipment 11,538 29,394 19,986 Proceeds from sale of other real estate owned 163,262 198,212 379,997 Purchase of Bank stock ( 250,000) ( 300,000) - Purchase of FHLB stock ( 29,900) ( 51,700) ( 96,900)
Net Cash Provided By Investing Activities $(20,096,537) $( 9,931,170) $(19,292,636) Cash Flows From Financing Activities: Net increase (decrease) in demand deposits, NOW and money markets $( 3,360,349) $ 4,074,732 $ 2,335,042 Net increase in savings and time deposits 10,170,379 9,313,121 13,574,063 Proceeds from borrowing 38,812 460,000 320,043 Payments on borrowing ( 578,499) ( 504,559) ( 480,000) Dividends paid ( 259,675) ( 259,654) ( 239,681) Payments to retire stock - - ( 49,750) Increase in federal funds Purchased 1,140,000 ( 150,000) 150,000 Net Cash Provided By Financing Activities $ 7,150,668 $ 12,933,640 $ 15,609,717 Net increase (decrease) in Cash and Cash Equivalents $( 9,564,087) $ 5,860,641 $( 1,284,115)
Cash and Cash Equivalents at Beginning of Year 25,309,085 19,448,444 20,732,559
Cash and Cash Equivalents at End of Year $ 15,744,998 $ 25,309,085 $ 19,448,444
The accompanying notes are an integral part of these financial statements.
SOUTH BANKING COMPANY ALMA, GEORGIA NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1999
Note 1. Significant Accounting Policies
The accounting and reporting policies of South Banking Company, Inc. and its subsidiaries conform with generally accepted accounting principles and with practices within the banking industry.
(a) Basis of Presentation
During 1996, Pineland State Bank was acquired by South Banking Company. The transaction was accounted for using the purchase method.
(b) Principles of Consolidation
The consolidated financial statements include the accounts of South Banking Company, Alma, Georgia (The Bank) and its wholly owned bank subsidiaries, Alma Exchange Bank, Alma, Georgia; Peoples State Bank, Baxley, Georgia; Citizens State Bank, Kingsland, Georgia; Pineland State Bank, Metter, Georgia; and its wholly owned computer center, Bankers' Data Services, Inc., Alma, Georgia. All significant intercompany transactions and balances have been eliminated in consolidation.
(c) Nature of Operations:
The Banks provide a variety of banking services to individuals and businesses through its offices in Alma, Georgia; Kingsland, Georgia; Baxley, Georgia; and Metter, Georgia. Its primary source of revenue is loans to customers who are primarily low to middle income individuals and small to mid size businesses.
(d) Use of Estimates:
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
SOUTH BANKING COMPANY ALMA, GEORGIA NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1999
Note 1. Significant Accounting Policies (Con't)
(d) Use of Estimates (Con't)
Material estimates that are particularly susceptible to significant change relate to the determination of the allowance or losses on loans and the valuation of fore- closed real estate. In connection with the determination of the estimated losses on loans and foreclosed real estate, management obtains independent appraisals for significant properties.
While management uses available information to recognize losses on loans and foreclosed real estate, further reductions in the carrying amounts of loans and foreclosed assets may be necessary based on changes in local economic conditions. In addition, regulatory agencies, as an integral part of their examination process, periodically review the estimated losses on loans and foreclosed real estate. Such agencies may require the Bank to recognize additional losses based on their judgments about information available to them at the time of their examination. Because of these factors, it is reasonably possible that the estimated losses on loans and foreclosed real estate may change materially in the near term. However, the amount of the change that is reasonably possible cannot be estimated.
(e) Securities:
The Bank's investments in securities are classified in two categories and accounted for as follows.
Securities to be Held to Maturity. Bonds, notes and debentures for which the Bank has the positive intent and ability to hold to maturity are reported at cost, adjusted for amortization of premiums and accretion of discounts which are recognized in interest income using the interest method over the period to maturity.
Securities Available for Sale. Securities available for sale consist of bonds, notes, debentures and certain equity securities not classified as trading securities or as securities to be held to maturity.
Declines in fair value of individual held-to-maturity and available-for-sale securities below their cost that are other than temporary have resulted in write-downs of the individual securities to their fair value. The related write-downs have been included in earnings as realized losses.
SOUTH BANKING COMPANY ALMA, GEORGIA NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1999
Note 1. Significant Accounting Policies (Con't)
(e) Securities (Con't)
Unrealized holding gains and losses, net of tax, on securities available for sale are reported as a net amount in a separate component of shareholders' equity until realized.
Gains and losses on the sale of securities available-for-sale are determined using the specific-identification method.
Federal Home Loan Bank Stock
Individual banks within the holding company have joined the Federal Home Loan Bank ("FHLB") of Atlanta to increase the Bank's available liquidity. As a FHLB member, the Banks are required to acquire and retain shares of capital stock in FHLB of Atlanta in an amount equal to the greater of (1) 1.0% of the aggregate outstanding principal amount of the residential mortgage loans, home purchase contracts and similar obligations, or (2) 0.3% of total assets at the beginning of each year. The Bank is in compliance with this requirement with an investment in FHLB stock of $426,100 and $396,200 at December 31, 1999 and 1998, respectively. No ready market exists for this stock and it has no quoted market value. However, redemption of this stock has historically been at par value.
(f) Loans Receivable:
Loans and Interest Income
Loans are carried at principal amounts outstanding reduced by unearned discounts. Interest income on all loans is recorded on an accrual basis. The accrual of interest is generally discontinued on loans which become 90 days past due as to principal or interest. The accrual of interest on some loans, however, may continue even though they are 90 days past due if the loans are well secured, in the process of collection, and management deems inappropriate. If non-accrual loans decrease their past due status to 60 days or less, they are reviewed individually by management to determine if they should be returned to accrual status.
Impaired Loans
The Bank accounts for its impaired loans in accordance with SFAS No. 114, Accounting by Creditors for Impairment of a Loan, which requires that all creditors value all specifically
SOUTH BANKING COMPANY ALMA, GEORGIA NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1999
Note 1. Significant accounting Policies (Con't)
Impaired Loans (Con't)
reviewed nonhomogeneous loans for which it is probable that the creditor will be unable to collect all amounts due according to the terms of the loan agreement at the loan's fair value. Fair value may be determined based upon the present value of expected cash flows, market price of the loan, if available, or value of the underlying collateral. Expected cash flows are required to be discounted at the loan's effective interest rate. SFAS No. 114 was amended by SFAS No. 118 to allow a creditor to use existing methods for recognizing interest in- come on impaired loans and by requiring additional disclosures about how a creditor recognizes interest income related to impaired loans.
The Bank determines which loans are impaired through a loan review process. When the ultimate collectibility of an impaired loan's principal is in doubt, wholly or partially, all cash receipts are applied to principal. When this doubt no longer exists, cash receipts are applied under the contractual terms of the loan agreement first to principal and then to interest income. Once the recorded principal balance has been reduced to zero, future cash receipts are applied to interest income, to the extent that any interest has been foregone. Further cash receipts are recorded as recoveries or any amounts previously charged off. SFAS No. 114 specifically states that it need not be applied to "large groups of smaller-balance homogeneous loans that are collectively evaluated for impairment." Thus, the Company determined that the statement does not apply to its consumer loan, credit card or residential mortgage loan portfolios, except that it may choose to apply it to certain specific larger loans determined by management. In effect, these portfolios are covered adequately in the Company's normal formula for determining loan loss reserves.
Loan Fees and Costs
Nonrefundable fees and certain direct costs associated with originating or acquiring loans are recognized as yield adjustment over the contractual life of the related loans, or if the related loan is held for resale, until the loan is sold. Recognition of deferred fees and costs is discontinued on non-accrual loans until they return to accrual status or are charged-off. Commitment fees associated with lending are deferred and if the commitment is exercised, the fee is
SOUTH BANKING COMPANY ALMA, GEORGIA NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1999
Note 1. Significant Accounting Policies (Con't)
Impaired Loans (Con't)
recognized over the life of the related loan as a yield adjustment. If the commitment expires unexercised, the amount is recognized upon expiration of the commitment.
(g) Allowances for Loan Losses:
The allowance for loan losses is maintained at a level which, in management's judgment, is adequate to absorb credit losses inherent in the loan portfolio. The amount of the allowance is based on management's evaluation of the collectibility of the loan portfolio, including the nature of the portfolio, credit concentrations, trends in historical loss experience, specific impaired loans, economic conditions, and other risks inherent in the portfolio. Allowances for impaired loans are generally determined based on collateral values or the present value of estimated cash flows. Although management uses available information to recognize losses on loans, because of uncertainties associated with local economic conditions, collateral values, and future cash flows on impaired loans, it is reasonably possible that a material change could occur in the allowance for loan losses in the near term. However, the amount of the change that is reasonably possible cannot be estimated. The allowance is increased by a provision for loan losses, which is charged to expense and reduced by charge-offs, net of recoveries. Changes in the allowance relating to impaired loans are charged or credited to the provision for loan losses.
(h) Premises and Equipment:
Land is carried at cost. Other premises and equipment are carried at cost net of accumulated depreciation. Depreciation is computed using he straight-line and the declining balance methods based principally on the estimated useful lives of the assets. Maintenance and repairs are expensed as incurred while major additions and improvements are capitalized. Gains and losses on dispositions are included in current operations.
(i) Other Real Estate (ORE)
Real estate acquired in satisfaction of a loan and in-substance foreclosures are reported in other assets. In-substance foreclosures are properties in which a borrower with
SOUTH BANKING COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ALMA, GEORGIA DECEMBER 31, 1999
Note 1. Significant Accounting Policies (Con't)
(i)Other Real Estate (ORE) (Con't)
little or no equity in the collateral, effectively abandons control of the property or has no economic interest to continue involvement in the property. The borrower's ability to rebuild equity based on current financial conditions also is considered doubtful. Properties acquired by foreclosure or deed in lieu of foreclosure and properties classified as in-substance foreclosures are transferred to ORE and recorded at the lower of cost or fair market value based on appraised value at the date actually or constructively received. Loan losses arising from the acquisition of such property are charged against the allowance for loan losses. Losses on ORE due to subsequent valuation adjustments are recorded on a specific property basis.
(j) Income Taxes
Income taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the basis of the allowance for loan losses and accumulated depreciation. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred tax assets and liabilities are reflected at income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. The Bank files a consolidated federal income tax return with its subsidiaries. Each subsidiary provides for income taxes on a separate return basis and remits to the parent company amounts determined to be currently payable.
(k) Intangibles
The intangibles (Goodwill) recorded by the Company in the acquisition of Pineland State Bank are being amortized on a straight line basis over an eight year period.
(l) Earnings Per Share
Earnings per share are based on the weighted average number of shares outstanding.
SOUTH BANKING COMPANY ALLMA, GEORGIA NOTES TO CONCOLIDATED FINANCIAL STATEMENTS
Note 1. Significant Accounting Policies (Con't)
(m) Comprehensive Income
Comprehensive income includes net income and all other changes in equity during a period except those resulting from investments by owners and distributions to owners. Other comprehensive income includes revenues, expenses, gains, and losses that under generally accepted accounting principles are included in comprehensive income but excluded from net income.
Comprehensive income and accumulated other comprehensive income are reported net of related income taxes. Accumulated other comprehensive income for the Bank consists solely of unrealized holding gains or losses on available-for-sale securities. In accordance with SFAS No. 130, the Company elected to disclose changes in comprehensive income in its Consolidated Statements of Income and Comprehensive Income.
(n) Cash Flow Information
For purposes of the statements of cash flows, the Company considers cash, federal funds sold and due from banks as cash and cash equivalents. Cash paid during the years ended December 31, 1999, 1998 and 1997 for interest was $6,300,329, $6,220,809, and $5,526,269, respectively. Total income tax payments during 1999, 1998 and 1997 were $1,025,000, $879,500, and $893,316, respectively.
Note 2. Investment Securities
The amortized cost and estimated market values of invest- ments in debt securities are as follows
Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Value Securities available for sale - December 31, 1999:
U.S. Government and agency securities $15,997,526 $ - $ 305,658 $15,691,868 State and municipal securities 1,550,851 20,427 3,926 1,567,052 Mortgage backed securities 495,913 8,975 2,673 502,215 Equity securities 550,000 - 4,896 545,104
Totals $18,594,290 $ 29,402 $ 317,153 $18,306,239
SOUTH BANKING COMPANY ALMA, GEORGIA NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1999
Note 2. Investment Securities (Con't)
Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Value
U.S. Government and agency securities $14,097,093 $ 81,725 $ 29,509 $14,149,309 State and municipal securities 1,747,121 65,315 - 1,812,436 Mortgage backed securities 721,401 10,772 732,173 Equity securities 300,000 - - 300,000
Totals $16,865,615 $ 157,812 $ 29,509 $16,993,918
Securities to be Held to maturity - December 31, 1999:
U.S. Government and agency securities $ 600,223 $ 493 $ 841 $ 599,875 State and municipal securities 147,116 2,148 - 149,264 Mortgage backed Securities - - - -
Totals $ 747,339 $ 2,641 $ 841 $ 749,139
December 31, 1998:
U.S. Government and agency securities $ 600,809 $ 8,973 $ - $ 609,782 State and municipal securities 146,907 8,371 - 155,278 Mortgage backed securities - - - -
Totals $ 747,716 $ 17,344 $ - $ 765,060
SOUTH BANKING COMPANY ALMA, GEORGIA NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1999
Note 2. Investment Securities (Con't)
Gross realized gains on sales and losses of available-for-sale securities were $-0- and $-0- in 1999, respectively and $-0- and $-0- , respectively for 1998 and $-0- and $-0-, respectively in 1997.
Assets, principally securities carried at approximately $13,588,845 at December 31, 1999 and $10,490,274 at December 31, 1998, were pledged to secure public deposits and for other purposes required or permitted by law.
The scheduled contractual maturities of securities to be held to maturity and securities available for sale at December 31, 1999 were as follows:
Securities to be Securities Held to Maturity Held to Maturity Amortized Amortized Cost Fair Value Cost Fair Value Due in one year or less $ 600,273 $ 599,875 $ 1,899,362 $ 1,897,003 Due from one year to five years 100,000 100,837 14,814,908 14,527,946 Due from five years to ten years - - - - Due after ten years 47,116 48,427 1,330,020 1,336,186
$ 747,389 $ 749,139 $18,044,290 $17,761,135
The market value of State and Other Political Subdivision Obligations is established with the assistance of an outside bond department and is based on available market data which often reflects transactions of relatively small size and is not necessarily indicative of prices at which large amounts of particular issues could readily be sold or purchased.
Expected maturities will differ from contractual maturities because issuers may have the right to call on prepay obligations with or without call on prepayment penalties.
Note 3. Loans
The composition of the bank's portfolio was as follows:
SOUTH BANKING COMPANY ALMA, GEORGIA NOTES TO CONS0LIDATED FINANCIAL STATEMENTS DECEMBER 31, 1999
Note 3. Loans (Con't) 1999 1998 (In Thousands) Commercial, financial and agricultural $ 34,607 $ 29,889 Real estate - mortgage 62,829 58,005 Real estate - construction 13,413 7,909 Installment and consumer 21,433 19,157 Total Loans $ 132,282 $ 114,960 Less: Unearned discount ( 216) ( 154) Reserve for loan losses ( 2,169) ( 1,971) Loans, net $ 129,897 $ 112,835
Non-accrual loans (principally collateralized by real estate) amounted to approximately $422,000, $557,000 and $311,000 at December 31, 1999, 1998, and 1997, respectively. Impaired loans were $-0- and $-0- at December 31, 1999 and 1998.
The Company and its subsidiaries have granted loans to the officers and directors of the Company, its subsidiaries and to their associates. Related party loans are made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with unrelated persons and do not involve more than normal risk of collectibility. The aggregate dollar amount of these loans was $506,787 and $500,391 at December 31, 1999 and 1998. During 1999, $403,058 of new loans were made, and repayments totaled $396,662.
Note 4. Reserve for Loan Losses
Transactions in the reserve for loan losses are summarized as follows: Year Ended Year Ended Year Ended December 31, December 31, December 31, 1999 1998 1997
Balance at beginning of period $ 1,970,620 $ 1,821,680 $ 1,781,013 Additions: Provision charged to operating expenses $ 503,000 $ 286,000 $ 179,500 Balance from bank acquisition - - - $ 503,000 $ 286,000 $ 179,500
SOUTH BANKING COMPANY ALMA, GEORGIA NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1999
Note 4. Reserve for Loan Losses (Con't)
Year Ended Year Ended Year Ended December 31, December 31, December 31, 1999 1998 1997
Deductions: Loans charged off $ 432,472 $ 257,163 $ 263,945 Less: recoveries 127,729 120,103 125,112 $ 304,743 $ 137,060 $ 138,833 Balance at end of period $ 2,168,877 $ 1,970,620 $ 1,821,680
Additions to the reserve for loan losses are based on management's evaluation of the loan portfolio under current economic conditions, past loan loss experience and such other factors which, in management's judgment, deserve recognition in estimating loan losses. Loans are charged off when, in the opinion of management, such loans are deemed to be uncollectible. Recognized losses are charged to the reserve and subsequent recoveries added.
Loans having carrying values of $189,070 and $236,049 were transferred to foreclosed real estate in 1999 and 1998, respectively.
The bank is not committed to lend additional funds to debtors whose loans have been modified.
Note 5. Deposits
The aggregate amount of short-term jumbo CDs, each with a minimum denomination of $100,000, was approximately $24,392,234 in 1999 and $21,155,947 in 1998.
At December 31, 1999, the scheduled maturities of CDs are as follows: (In Thousands) 2000 $ 91,627 2001 and 2002 6,057 2003 and thereafter 44
$ 97,728
SOUTH BANKING COMPANY ALMA, GEORGIA NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1999
Note 6. Premises and Equipment
A summary of the account: Year Ended Year Ended December 31, December 31, 1999 1998
Land $ 448,148 $ 448,148 Buildings 3,779,637 3,469,813 Furniture and equipment 3,989,406 3,683,407 $ 8,217,191 $ 7,601,368 Less: Accumulated depreciation 4,119,786 3,580,633 $ 4,097,405 $ 4,020,735
Depreciation expense was $614,430 in 1999, $605,161 in 1998 and $547,940 in 1997.
Note 7. Borrowings
Data relating to borrowing is as follows:
Year Ended Year ended December 31, December 31, Parent Company - 1999 1998
Note payable in 10 annual payments of $350,000. Interest is payable quarterly and accrues at prime rate and is secured by subsidiary bank stock. $ 2,100,000 $ 2,450,000
Note payable due June 30, 2000. Interest payable quarterly and accrues at prime and is secured by bank stock 260,000 300,000
Subsidiary - Bankers Data Services, Inc.
Note payable in 60 monthly principal amount of $10,833.33 plus interest. Interest accrues at prime rate basis. Computer equipment is pledged as collateral for loan. 276,097 406,096
Note payable in 36 monthly payments of $434.02. Interest accrues at 1.9% rate and is secured by vehicle. 10,630 -0-
SOUTH BANKING COMPANY ALMA, GEORGIA NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1999
Note 7. Borrowings (Con't) Year Ended Year ended December 31, December 31, 1999 1998
Subsidiary - South Financial Products, Inc.
Note payable in 36 monthly payments of $696.98. Interest accrues at 3.9% rate and is secured by vehicle. 23,016 -0-
Following are maturities of long term debt for each of the next five years.
2000 752,644 2001 493,043 2002 374,055 2003 350,000 2004 350,000
Note 8. Income Taxes
Income tax expense (benefit) was $1,017,056 for 1999, (an effective rate of 32.3%), $830,744 for 1998 (an effective rate of 30.1%) and $767,811 for 1997 (an effective rate of 33.2%). The actual expense for 1997, 1998 and 1999 differs from the "expected" tax expense for those years (computed by applying the federal corporate rate of 34%) as follows:
1999 1998 1997 Computed "expected" tax expenses 34.0% 34.0% 34.0% Alternative minimum tax - - - Effect of State Income Tax 2.4% - - Tax exempt interest on securities and loans ( 2.9%) ( 4.2%) ( 2.8%) Other, net ( 1.2%) .3% 2.0%)
32.3% 30.1% 33.2%
The current and deferred amounts of these tax provisions were as follows: 1999 1998 1997
Current - Federal $ 1,140,833 $ 912,639 $ 793,779 - State 104,994 - - Deferred - Federal ( 146,891) ( 81,895) ( 25,968) - State ( 81,880) - -
$ 1,017,056 $ 830,744 $ 767,811
SOUTH BANKING COMPANY ALMA, GEORGIA NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1999
Note 8. Income Taxes (Con't)
The tax effects of each type of income and expense item that gave rise to deferred taxes are:
December 31, December 31, 1999 1998
Net unrealized appreciation on securities available for sale $ 107,121 $( 43,621) Depreciation ( 185,348) ( 204,985) Deferred loan fees 81,086 52,545 Allowance for credit losses 560,611 395,222 0ther - 5,788 Purchase accounting treatment ( 69,763) ( 59,297)
Net deferred tax asset (liability) $ 493,707 $ 145,652
Note 9. Employee Benefit Plans
The Company maintains a 401K deferred compensation plan for all subsidiaries effective January 1, 1993. The Company elected to match 75% of employee contributions for 1999, 1998 and 1997. The expense to the Company for 1999, 1998 and 1997 was $115,297, $87,658, and $89,746, respectively.
Note 10. Leases
The Pineland State Bank leases 5.35 acres of land in Candler County under an operating lease expiring December 31, 2054 with an option to lease the land for an additional 75 years.
Minimum future rental payments under non-cancelable operating lease having remaining term in excess of 1 year as of December 31, 1999 for each of the next 5 years and in the aggregate is:
Year Ended 2000 $ 4,000 2001 4,000 2002 4,000 2003 4,000 2004 4,000 Subsequent to 2004 200,000
Total minimum future rental payments $ 220,000
SOUTH BANKING COMPANY ALMA, GEORGIA NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1999
Note 10. Leases - (Con't)
In June, 1997, the parties amended the lease to allow Pineland State Bank to sublet part of the property and in consideration, the landlord will receive 50% of gross rental under the sublease in addition to the minimum amount above.
Note 11. Liabilities
Standby Letters of Credit. These transactions are used by the Company's customers as a means of improving their credit standing in their dealings with others. Under these agreements, the Company agrees to honor certain financial commitments in the event that its customers are unable to do so. As of December 31, 1999 and 1998, the Company had $526,005 and $931,000 in outstanding standby letters of credit.
Loan Commitments. As of December 31, 1999 and 1998, the Company had commitments outstanding to extend credit totaling $21,211,119 and $10,596,552, respectively. These commitments generally require the customers to maintain certain credit standards. Management does not anticipate any material losses as a result of these commitments.
Note 12. Financial Instruments
The Bank is a party to financial instruments with off-balance- sheet risk in the normal course of business to meet the financing needs of its customers and to reduce its own exposure to fluctuations in interest rates. These financial instruments include commitments to extend credit and standby letters of credit and financial guarantees. Those instruments involve, to varying degrees, elements of credit and interest-rate risk in excess of the amount recognized in the consolidated statements of financial condition. The contract or notional amounts of those instruments reflect the extent of the Bank's involvement in particular classes of financial instruments.
The Bank's exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit, standby letters of credit, and financial guarantees written is represented by the contractual notional amount of those instruments. The Bank uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments.
SOUTH BANKING COMPANY ALMA, GEORGIA NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1999
Note 12. Financial Instruments - (Con't)
Commitments to Extend Credit and Financial Guarantees.
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customer's credit worthiness on a case-by-case basis. The amount of collateral obtained, if it is deemed necessary by the Bank upon extension of credit, is based on management's credit evaluation of the counterparty. Collateral held varies but may include accounts receivable; inventory, property, plant and equipment; and income-producing commercial properties.
Standby letters of credit and financial guarantees written are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support private borrowing arrangements, including commercial paper and similar transactions. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Bank holds various assets as collateral supporting those commitments for which collateral is deemed necessary.
The Bank has not been required to perform on any financial guarantees during the past two years. The Bank has not incurred any losses on its commitments in 1999, 1998 or 1997.
Note 13. Restrictions on Subsidiary Dividends, Loans or Advances
Dividends are paid by the Company from its assets which are mainly provided by dividends from the Banks. However, certain restrictions exist regarding the ability of the Banks to transfer funds to the Company in the form of cash dividends, loans or advances. The approval of the Georgia Department of Banking is required to pay dividends in excess of 50% of the Bank's net profits for the prior year.
Under Federal Reserve regulation, the Bank also is limited as to the amount it may loan to its affiliates, including the Company, unless such loans are collateralized by specified obligations. At December 31, 1999, the maximum amount available for transfer from the Bank to the Company in the form of loans approximated 20% of consolidated net equity.
SOUTH BANKING COMPANY ALMA, GEORGIA NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1999
Note 14. Restrictions on Cash and Due from Banks
The bank is required to maintain reserve balances with the Federal Reserve Bank. The average amount of those reserve balances for the year ended December 31, 1999 was approximately $-0-.
Note 15. Related Party Transactions
The Company has entered into a split dollar life insurance arrangement with a director and substantial shareholder. The Company and director's trust each contribute toward the payment of premium for life insurance policy. The Company records its contribution at the present value of anticipated future return or total cash surrender value of policy whichever is higher; however, the carrying amount cannot exceed the amount of premiums paid by the Company. The Company will receive all reimbursement from anticipated withdrawal of cash surrender value or from the proceeds of policy in the event of the death of the director. All cash surrender value of the policy accrues to the benefit of the Company until such time as the cash surrender value exceeds advances made by the Company. As of December 31, 1999, $1,046,596 is carried in other assets related to this arrangement.
Note 16. Fair Value of Financial Instruments
The following table shows the estimated fair value and the related carrying values of South Banking Company's financial instruments at December 31, 1999 and 1998. Items which are not financial instruments are not included.
Carrying Estimated Amount Fair Value Cash and due from financial institutions $ 11,695,998 $ 11,695,998 Interest earning balances with financial institutions 869,000 869,000 Federal funds sold 3,180,000 3,180,000 Securities available for sale 18,306,239 18,306,239 Securities held to maturity 747,339 749,139 Federal Home Loan Bank stock 426,100 426,100 Georgia Bankers Bank - stock 547,283 798,470 Loans - net of allowances 129,897,341 129,912,490 Demand and savings deposits 55,072,202 55,072,202 Time deposits 97,727,773 98,079,626 Federal funds purchased 1,140,000 1,140,000
SOUTH BANKING COMPANY ALMA, GEORGIA NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1999
Note 16. Fair Value of Financial Instruments - (Con't)
Carrying Estimated Amount Fair Value Cash and due from financial institutions $ 6,122,085 $ 6,122,085 Interest earning balances with financial institutions 1,539,000 1,539,000 Federal funds 17,648,000 17,648,000 Securities available for sale 16,993,917 16,993,917 Securities held to maturity 747,716 765,060 Federal Home Loan Bank stock 396,200 396,200 Georgia Bankers Bank - stock 547,283 787,320 Loans - net of allowances 112,834,679 113,319,807 Demand and savings deposits 56,970,216 56,970,216 Time deposits 89,019,729 88,647,457
For purposes of the above disclosures of estimated fair value, the following assumptions were used as of December 31, 1999 and 1998. The estimated fair value for cash and due from financial institutions and federal funds sold are considered to approximate cost. The estimated fair value for interest-earning balances with financial institutions, securities available-for-sale, securities held-to-maturity and Georgia Bankers Bank stock are based on quoted market values for the individual securities or for equivalent securities. The estimated fair value for commercial loans is based on estimates of the difference in interest rates the Company would charge the borrowers for similar such loans with similar maturities made at December 31, 1999 and 1998, applied for an estimated time period until the loan is assumed to reprice or be paid. The estimated fair value for other loans is based on estimates of the rate the Company would charge for similar such loans at December 31, 1999 and 1998 applied for the time period until estimated repayment. The estimated fair value for individual retirement account deposits and time deposits is based on estimates of the rate the Company would pay on such deposits or borrowings at December 31, 1999 and 1998, applied for the time period until maturity. The estimated fair value for other financial instruments and off-balance-sheet loan commitments are considered to approximate cost at December 31, 1999 and 1998.
While these estimates of fair value are based on management's judgment of the most appropriate factors, there is no assurance that were the Company to have disposed of such items at December 31, 1999 and 1998, the estimated fair values would
SOUTH BANKING COMPANY ALMA, GEORGIA NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1999
Note 16. Fair Value of Financial Instruments (Con't)
necessarily have been achieved at that date, since market values may differ depending on various circumstances. The estimated fair values at December 31, 1999 and 1998 should not necessarily be considered to apply at subsequent dates.
In addition, other assets and liabilities of the Company that are not defined as financial instruments are not included in the above disclosures, such as property and equipment. Also, non-financial instruments typically not recognized in the financial statements nevertheless may have value but are not included in the above disclosures. These include among other items, the estimated earnings power of core deposit accounts, the earnings potential of loan servicing rights, the trained work force, customer goodwill and similar items.
Note 17. Regulatory Matters
The Company and its subsidiaries are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory - and possibly additional discretionary - actions by regulators that, if undertaken, could have a direct material effect on the Company's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company must meet specific capital guidelines that involve quantitative measures of the Company's assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The Company's capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.
Quantitative measures established by regulation to ensure capital adequacy require the Company to maintain minimum amounts and ratios of total and Tier I capital (as defined in the regulations) to risk- weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined). Management believes, as of December 31, 1999, that the Company and its subsidiaries meet all capital adequacy requirements to which it is subject.
As of December 31, 1999, the most recent notification from the FDIC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Bank must maintain minimum total risk-based, Tier I risk-based, and Tier I leverage ratios as set forth in the table. There are no conditions or events since that notification that management believes have changed the institution's category.
SOUTH BANKING COMPANY ALMA, GEORGIA NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1998
Note 17. Regulatory Matters - (Con't)
The Company and its subsidiaries' actual capital amounts and ratios are also presented in the table.
To Be Well Capitalized Under For Capital Prompt Corrective Actual Adequacy Purposes Action Provisions: Amount Ratio Amount Ratio Amount Ratio
As of December 31, 1999:
Total Capital (to Risk Weighted Assets) Consolidated $ 17,534 12.7% $11,002 8.0% $ 13,752 10.0% Subsidiary - Alma 6,698 12.3% 4,350 8.0% 5,438 10.0% Subsidiary - Baxley 5,808 17.0% 2,734 8.0% 3,417 10.0% Subsidiary - Kingsland 2,498 13.7% 1,456 8.0% 1,820 10.0% Subsidiary - Metter 3,384 11.0% 2,446 8.0% 3,058 10.0%
As of December 31, 1999:
Tier I Capital (to Risk Weighted Assets) Consolidated $ 15,782 11.5% $ 5,501 4.0% 8,251 6.0% Subsidiary - Alma 6,009 11.0% 2,175 4.0% 3,263 6.0% Subsidiary Baxley 5,363 15.7% 1,367 4.0% 2,050 6.0% Subsidiary - Kingsland 2,270 12.5% 728 4.0% 1,092 6.0% Subsidiary - Metter 2,999 8.3% 1,438 4.0% 1,798 6.0%
SOUTH BANKING COMPANY ALMA, GEORGIA NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1999
Note 17. Regulatory Matters (Con't)
To Be Capitalized Under For Capital Prompt Corrective Actual Adequacy Purposes Action Provisions: Amount Ratio Amount Ratio Amount Ratio Tier I Capital (to Average Assets) Consolidated 15,782 9.3% 6,820 4.0% 8,526 5.0% Subsidiary - Alma 6,009 9.2% 2,623 4.0% 3,279 5.0% Subsidiary - Baxley 5,363 12.1% 1,779 4.0% 2,224 5.0% Subsidiary - Kingsland 2,270 8.8% 1,029 4.0% 1,287 5.0% Subsidiary - Metter 2,999 8.4% 1,438 4.0% 1,798 5.0%
As of December 31, 1998:
Total Capital (to Risk Weighted Assets) Consolidated $ 15,626 12.5% $10,029 8.0% $ N/A N/A% Subsidiary - Alma 6,174 13.3% 3,712 8.0% 4,640 10.0% Subsidiary - Baxley 5,424 15.1% 2,881 8.0% 3,601 10.0% Subsidiary - Kingsland 2,192 14.0% 1,250 8.0% 1,562 10.0% Subsidiary - Metter 3,114 11.9% 2,091 8.0% 2,614 10.0%
SOUTH BANKING COMPANY ALMA, GEORGIA NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1999
Note 17. Regulatory Matters (Con't)
To Be Capitalized Under For Capital Prompt Corrective Actual Adequacy Purposes Action Provisions: Amount Ratio Amount Ratio Amount Ratio
Tier I Capital (to Risk Weighted Assets) Consolidated 13,860 11.1% 5,015 4.0% N/A N/A % Subsidiary - Alma 5,385 11.6% 1,856 4.0% 2,784 6.0% Subsidiary - Baxley 4,972 13.8% 1,440 4.0% 2,160 6.0% Subsidiary - Kingsland 1,996 12.8% 625 4.0% 937 6.0% Subsidiary - Metter 2,785 10.6% 1,045 4.0% 1,568 6.0%
Tier I Capital (to Average Assets) Consolidated $ 13,860 8.6% $ 6,410 4.0% $ N/A N/A % Subsidiary - Alma 5,385 8.9% 2,478 4.0% 3,098 5.0% Subsidiary - Baxley 4,972 11.2% 1,779 4.0% 2,224 5.0% Subsidiary - Kingsland 1,996 9.3% 855 4.0% 1,069 5.0% Subsidiary - Metter 2,785 8.4% 1,329 4.0% 1,661 5.0%
SOUTH BANKING COMPANY (PARENT CORPORATION ONLY)
ALMA, GEORGIA
FINANCIAL STATEMENTS
DECEMBER 31, 1999
REPORT OF INDEPENDENT ACCOUNTANTS
Board of Directors South Banking Company Alma, Georgia 31510
Under date of March 1, 2000, we reported on the consolidated balance sheets of South Banking Company, as of December 31, 1999 and 1998, and the related statements of income, cash flows and stockholders' equity for the three years in the period ended December 31, 1999.
In connection with our examination of the aforementioned consolidated financial statements, we also audited the accompanying balance sheets (Parent Corporation Only) as of December 31, 1999 and 1998 and the related statements of income, cash flows and stockholders' equity for each of the three years in the period ended December 31, 1999. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on the financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of South Banking Company (Parent Corporation Only) as of December 31, 1999 and 1998, and the results of its operations, stockholders' equity and its cash flows for the three years then ended in conformity with generally accepted accounting principles.
Respectfully submitted,
March 1, 2000 H. H. BURNET & COMPANY, P. C.
SOUTH BANKING COMPANY (PARENT CORPORATION ONLY) ALMA, GEORGIA BALANCE SHEETS
December 31, December 31 , 1999 1998
ASSETS Cash and due from banks Interest bearing $ 479,315 $ 547,372 Non-interest bearing 47,869 23,830 Investment in bank's subsidiaries 16,672,228 15,682,810 Investment in nonbank subsidiaries 315,416 240,925 Investment-Habersham Bank Corp.-available for sale 295,104 300,000 Investment-Nexity Financial-available for sale 250,000 - Other assets 26,161 40,165 Prepaid income taxes - 145,937 Due from subsidiaries 105,762 - Total Assets $18,191,855 $16,981,039
LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Accounts payable $ 186 $ 186 Other liabilities - - Accrued income taxes 21,653 - Notes payable 2,360,000 2,750,000 Due to subsidiaries - 24,166 Total Liabilities $ 2,381,839 $ 2,774,352
Stockholders' Equity Common stock of $1 par value; authorized 1,000,000 shares; issued and outstanding, 1999 and 1998 399,500 and 399,500, respectively $ 399,500 $ 399,500 Surplus 3,070,831 3,070,831 Undivided profits 12,520,614 10,651,788 Accumulated other comprehensive income ( 180,929) 84,568
Total Stockholders' Equity $15,810,016 $14,206,687
Total Liabilities and Stockholders' Equity $18,191,855 $16,981,039
The accompanying note is an integral part of these financial statements.
SOUTH BANKING COMPANY (PARENT CORPORATION ONLY) ALMA, GEORGIA STATEMENT OF INCOME
Year Ended Year Ended Year Ended December 31, December 31, December 31, 1999 1998 1997 Income Dividends from bank subsidiaries $ 977,614 $ 926,568 $ 893,272 Miscellaneous income 682 1,484 500 Interest income 18,431 21,158 19,276 Management fees 102,000 102,000 101,500 Dividends - other 10,091 - -
Total Income $ 1,108,818 $ 1,051,210 $ 1,014,548 Expenses Salaries $ 79,300 $ 75,467 $ 73,157 Amortization 13,526 13,526 15,421 Interest 212,684 235,182 260,532 Professional fees 33,045 22,621 15,358 Other 63,109 75,277 84,542
Total Expenses $ 401,664 $ 422,073 $ 449,010 Income before income taxes and equity in undistributed income (loss) of subsidiaries$ 707,154 $ 629,137 $ 565,538 Provision (credit) for income taxes ( 95,172) ( 105,360) ( 110,776)
Income before equity in undistributed income in subsidiaries $ 802,326 $ 734,497 $ 676,314
Equity in undistributed income of bank subsidiaries $ 1,251,684 $ 1,135,934 $ 914,669 Equity in undistributed income (loss) of nonbank subsidiaries 74,491 59,165 ( 44,672) $ 1,326,175 $ 1,195,099 $ 869,997 Net Income $ 2,128,501 $ 1,929,596 $ 1,546,311
The accompanying note is an integral part of these financial statements.
SOUTH BANKING COMPANY (PARENT CORPORATION ONLY) ALMA, GEORGIA STATEMENT OF INCOME (con't)
Year Ended Year Ended Year Ended December 31, December 31, December 31, 1999 1998 1997
Other Comprehensive Income before tax Unrealized gain on securities $( 402,268) $ 61,798 $ 83,074 Other Comprehensive Income before tax $( 402,268) $ 61,798 $ 83,074
Income tax expenses related to items of other comprehensive income ( 136,771) 21,011 28,245
Other comprehensive income, net of tax $( 265,497) $ 40,787 $ 54,829
Comprehensive income $ 1,863,004 $ 1,970,383 $ 1,601,140
Per share data based on weighted outstanding shares:
Weighted average outstanding 399,500 399,500 400,501
Net Income $ 5.33 $ 4.83 $ 3.86
The accompanying note is an integral part of these financial statements.
SOUTH BANKING COMPANY (PARENT CORPORATION ONLY) ALMA, GEORGIA STATEMENT OF STOCKHOLDERS' EQUITY
Common Undivided Stock Surplus Profits
Balance, December 31, 1996 $ 403,500 $ 3,116,581 $ 7,675,216 Net income - - 1,546,311 Cash dividends - - ( 239,681) Unrealized gain (loss) on securities available for sale - - - Redemption of shares ( 4,000) ( 45,750) -
Balance, December 31, 1997 $ 399,500 $ 3,070,831 $ 8,981,846 Net income - - 1,929,596 Cash dividends - - ( 259,654) Unrealized gain (loss) on securities available for sale - - - Redemption of shares - - -
Balance, December 31, 1998 $ 399,500 $ 3,070,831 $10,651,788 Net income - - 2,128,501 Cash dividends - - ( 259,675) Unrealized gain (loss) on securities available for sale - - -
Balance, December 31, 1999 $ 399,500 $ 3,070,831 $12,520,614
The accompanying note is an integral part of these financial statements.
Accumulated Other Total Comprehensive Stockholders' Income Equity
Balance, December 31, 1996 $ ( 11,048) $ 11,184,249 Net income - 1,546,311 Cash dividends - ( 239,681) Unrealized gain (loss) on securities available for sale 54,829 54,829 Redemption of shares - ( 49,750)
Balance, December 31, 1997 $ 43,781 $ 12,495,958 Net income - 1,929,596 Cash dividends - ( 259,654) Unrealized gain (loss) on securities available for sale 40,787 40,787 Redemption of shares - -
Balance, December 31, 1998 $ 84,568 $ 14,206,687 Net income - 2,128,501 Cash dividends - ( 259,675) Unrealized gain (loss) on securities available for sale ( 265,497) ( 265,497)
Balance, December 31, 1999 $ (180,929) $ 15,810,016
SOUTH BANKING COMPANY (PARENT CORPORATION ONLY) ALMA, GEORGIA STATEMENT OF CASH FLOWS
Year Ended Year Ended Year Ended December 31, December 31, December 31, 1999 1998 1997 Cash Flows From Operating Activities: Net income $ 2,128,501 $ 1,929,596 $ 1,546,311 Add expenses not requiring cash: Depreciation and amortization 17,649 20,697 27,358 Undistributed earnings of subsidiaries (1,326,175) (1,195,099) ( 869,997) Increase (decrease) in accounts payable - - - Increase (decrease) in other liabilities - - - Increase (decrease) in accrued income taxes 21,652 - - (Increase) decrease in other assets ( 1,979) ( 435) 14,865 (Increase) decrease in prepaid income taxes 145,937 34,474 ( 125,506) Increase (decrease) in due from subsidiary-taxes ( 129,928) ( 39,565) 48,418
Net Cash Provided by Operating Activities $ 855,657 $ 749,668 $ 641,449 Cash Flows From Investing Activities: Purchase of equipment - - ( 2,307) Purchase of Nexity Financial Stock ( 250,000) - - Purchase of C B Financial Stock - ( 300,000) -
Net Cash Used by Investing Activities $( 250,000) $ ( 300,000) $( 2,307)
The accompanying note is an integral part of these financial statements.
SOUTH BANKING COMPANY (PARENT CORPORATION ONLY) ALMA, GEORGIA STATEMENT OF CASH FLOWS (con't)
Year Ended Year Ended Year Ended December 31, December 31, December 31, 1999 1998 1997
Cash Flows From Financing Activities: Payments on note payable bank $( 390,000) $( 350,000) $( 350,000 ) Proceeds from notes payable to banks - 300,000 - Dividends paid ( 259,675) ( 259,654) ( 239,681 )
Redemption of common stock - - ( 49,750 )
Net Cash Provided (Used) by Financing Activities $( 649,675) $( 309,654) $( 639,431)
Net increase (decrease) in cash and cash equivalents $( 44,018) $ 140,014 $( 289)
Cash and cash equivalents at beginning of year 571,202 431,188 431,477
Cash and Cash Equivalents at end of year $ 527,184 $ 571,202 $ 431,188
The accompanying note is an integral part of these financial statements.
SOUTH BANKING COMPANY (PARENT CORPORATION ONLY) ALMA, GEORGIA NOTES TO FINANCIAL STATEMENTS
(A) Summary of Significant Accounting Policies
General -The following notes to the financial statements of South Banking Corporation, formed on July 28, 1981, (parent corporation only) (the corporation) includes only that information which is in addition to information presented in the consolidated financial statements and notes to consolidated financial statements.
Investment in subsidiaries - The corporation reports its investment in the common stock of its subsidiaries at its equity in the net assets of the subsidiaries.
Organization costs - Organization costs have been deferred and are being amortized on a straight-line basis over a period of five years.