-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UjvELOQrL2S+ZGzLOtOYj/ekg72DPnHplaDsB2cpAvfHBiCQw5xjaJNhH0NMT2uw caQH7Inw7XEmoJE1FFaeKg== 0000950109-98-002368.txt : 19980401 0000950109-98-002368.hdr.sgml : 19980401 ACCESSION NUMBER: 0000950109-98-002368 CONFORMED SUBMISSION TYPE: 10KSB40 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980331 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BANK HOLDING CO CENTRAL INDEX KEY: 0000907584 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 582060134 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10KSB40 SEC ACT: SEC FILE NUMBER: 033-64606 FILM NUMBER: 98583002 BUSINESS ADDRESS: STREET 1: 201 W TAYLOR ST STREET 2: PO BOX 1439 CITY: GRIFFIN STATE: GA ZIP: 30224 BUSINESS PHONE: 4042292265 MAIL ADDRESS: STREET 1: 12 N CEDAR STREET STREET 2: 12 N CEDAR STREET CITY: MCDONOUGH STATE: GA ZIP: 30253 10KSB40 1 FORM 10-KSB U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1997 [_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ Commission file number 33-77920(*) The Bank Holding Company ---------------------------------------------- (Name of small business issuer in its charter) Georgia 58-2060134 ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 201 West Taylor Street, P.O. Box 1439 Griffin, Georgia 30224 ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Issuer's telephone number (770) 229-2675 Securities registered under Section 12(b) of the Exchange Act: None Securities registered under Section 12(g) of the Exchange Act: None * The issuer filed a registration statement effective pursuant to the Securities Act of 1933, as amended, on August 12, 1994, and had at the beginning of the 1997 fiscal year at least 300 shareholders of record. Accordingly, issuer files this report pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended, and Rule 15d-1 of the regulations thereunder. Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in part III of this Form 10-KSB or any amendment to this Form 10-KSB. [X] State issuer's revenues for its most recent fiscal year: $12,454,800. As of December 31, 1997, the aggregate market value of the voting stock held by non-affiliates was approximately $18,903,309, based on approximately 331,637 shares of the Company's common stock held by non-affiliates multiplied by $57 per share. The per share valuation figure is arrived at by reference to approximate fair market value of the common stock of Premier Bancshares, Inc. ("Premier"), $57 per share, as of December 3, 1997, the date on which the Company entered a definitive merger agreement with Premier. State the number of shares outstanding of each of the issuer's classes of common equity, as of March 1, 1998: 556,525. PART I ITEM 1. DESCRIPTION OF BUSINESS The Bank Holding Company, Inc. (the "Company"), a Georgia corporation, was organized on May 10, 1993, for the purpose of acquiring all of the issued and outstanding common stock of The Bank of Spalding County (the "Spalding County Bank"). Pursuant to a plan of reorganization effective October 29, 1993, the Company acquired all of the issued and outstanding shares of $10.00 par value common stock of the Spalding County Bank. As a result of this transaction, the former shareholders of the Spalding County Bank became the shareholders of the Company, and the Spalding County Bank became a wholly-owned subsidiary of the Company. On November 8, 1993, the Company reduced the par value of its common stock form $10.00 per share to $5.00 per share and declared a two-for-one stock split. On October 3, 1994, The Bank Holding Company acquired all of the issued and outstanding shares of the $10.00 par value common stock of First Community Bank of Henry County (the "Henry County Bank"). As a result of the acquisition, 40,770 shares of the common stock of the Henry County Bank were converted into and exchanged for 142,695 shares of the $5.00 par value common stock of the Company, 40,770 shares of the Henry County Bank were converted into 40,770 of the $60.00 par value non-voting cumulative preferred stock for the Company, and the remaining 69,460 shares of the Henry County Bank were converted into and exchanged for cash and debentures totaling $3,987,600.00. The Company now owns all of the issued and outstanding shares of the surviving corporation to the merger, known as "First Community Bank of Henry County." The Spalding County Bank is a full-service bank offering a wide variety of banking services in its primary market area. It was organized and opened for business on December 5, 1986. It has conducted a general banking business from its single location at 201 West Taylor Street, Griffin, Georgia since that time. -2- The Spalding County Bank serves the residents of Griffin and Spalding County. Spalding County has a population of approximately 55,000. It offers customary types of demand, savings, time and individual retirement accounts. The Spalding County Bank also offers installment, commercial, real estate, home mortgage and personal lines of credit. It provides Visa and MasterCard services through its affiliate, the Henry County Bank. The Spalding County Bank provides safe deposit and night depository services, cashiers' checks, money orders, travelers' checks, wire transfers and various other services that can be tailored to its customers' needs. The Spalding County Bank does not offer trust services. The Spalding County Bank utilizes the services of Georgia Bankers Bank, Atlanta Georgia, for all clearing and overnight federal funds investments. The Spalding County Bank corresponds with the Georgia Bankers Bank, of Atlanta, Georgia. FiServ, Inc. provides data processing services for the Spalding County Bank. The Henry County Bank is a full-service bank offering a wide variety of services targeted at all sectors of its primary market area. It was organized and open for business on August 4, 1984, under the name "Founders Guaranty Bank." The Henry County Bank changed its name to "First Community Bank of Henry County" in 1993. It has conducted a general banking business from its two locations at 12 North Cedar Street, McDonough, Georgia and at the Ingles Supermarket at the intersection of Georgia Highway 42 and Georgia Highway 138 since that time. The Henry County Bank serves the residents of McDonough, Stockbridge, Hampton, Locust Grove and remaining areas of Henry County with a total population of approximately 83,000. It offers customary types of demand, savings, time and individual retirement accounts. The Henry County Bank also offers installment, commercial, real estate, home mortgage and personal lines of credit. It provides Visa and MasterCard services. The Henry County Bank provides safe deposit and night depository services, cashiers' checks, money orders, travelers' checks, wire transfers and various other services that can be tailored to its customers' needs. The Henry County Bank does not offer trust services. It utilizes the services of the Georgia Bankers Bank, Atlanta, Georgia, for all clearing and overnight federal funds investments. The Henry County Bank corresponds with the Georgia Bankers Bank, NationsBank of Georgia, N.A., SunTrust Bank of Georgia, N.A., all of Atlanta, Georgia, and Columbus Bank & Trust Company, Columbus, Georgia. FiServ, Inc. provides data processing services for the Henry County Bank. The Henry County Bank is considered to be a "heavy wholesale bank" that is very active in construction lending and mortgage origination. It has a full-service mortgage department with loan originators, processors, underwriters, appraisers and a manager well-versed in selling loans directly to investors. These two types of services, construction lending and mortgage origination, have contributed to a large part of the annual income in recent years. Prospects in this area are virtually unlimited based upon the current growth and economic development in Henry County. The Spalding County Bank competes in Griffin and Spalding County with five financial institutions: First Union National Bank of Georgia, NationsBank, N.A. (South); Griffin Federal Savings Bank; First National Bank of Griffin; and United Bank of Griffin. There are numerous other commercial banks located within a 30 mile radius of Griffin. The Henry County Bank competes in McDonough and Henry County with ten financial institutions; NationsBank, N.A. (South); Carrollton Federal Bank; First National Bank of Griffin; -3- The First State Bank; First Union National Bank; Heritage Bank, Sun Trust Bank; and Wachovia Bank, N.A., and Eagle National Bank. There are numerous other commerical banks located within a 30 mile radius of McDonough. As of December 31, 1997, the Spalding County Bank had 24.5 full-time equivalent employees. In the opinion of management, the Spalding County Bank enjoys an excellent relationship with its employees. The Spalding County Bank is not a party to any collective bargaining agreement. As of December 31, 1997, the Henry County Bank had 32.5 full-time equivalent employees. In the opinion of management, the Henry County Bank enjoys an excellent relationship with its employees. The Henry County Bank is not a party to any collective bargaining agreement. SUPERVISION REGULATION AND OTHER FACTORS ---------------------------------------- Bank Holding Company Regulation - ------------------------------- Offers and sales of the common stock of the Company are subject to the registration requirements of the Securities Act of 1933 and the regulations promulgated thereunder which are administered by the Securities and Exchange Commission. The Company is also subject to the reporting requirements of the Securities Exchange Act of 1934. Such offers and sales are also subject to the registration requirements of various state securities acts. The Company is a registered holding company under the Bank Holding Company Act of 1956, as amended (the "Federal Bank Holding Company Act"), and the Georgia Bank Holding Company Act, and is regulated under such acts by the Board of Governors of the Federal Reserve System (the "Federal Reserve") and by the Georgia Department of Banking and Finance, respectively. As a bank holding company, the Company is required to file with the Federal Reserve an annual report and such additional information as the Federal Reserve may require pursuant to the Federal Bank Holding Company Act. The Federal Reserve may also conduct examinations of the Company and the subsidiary of the Company. The Federal Bank Holding Company Act also requires every bank holding company to obtain prior approval from the Federal Reserve before acquiring direct or indirect ownership or control of more than 5% of the voting shares of any bank which is not already majority owned or controlled by that bank holding company. The Federal Reserve is prohibited, however, from approving the acquisition by the Company of the voting shares of, or substantially all the assets of, any bank located outside Georgia, unless such acquisition is specifically authorized by the laws of the state in which the bank is located. On March 16, 1994, the Georgia legislature adopted the "Georgia Interstate Banking Act," effective July 1, 1995. Interstate acquisitions by institutions located in Georgia will be permitted in states which also allow national interstate acquisitions, and interstate acquisitions of institutions located in Georgia will be permitted by institutions located in states which also allow national interstate acquisitions; provided, however, that if the board of directors of a Georgia bank or bank holding company adopts a resolution to except such bank or bank holding company from being acquired pursuant to the provisions of the Georgia Interstate Banking Act and properly files a -4- certified copy of such resolution with the Georgia Department, such bank or bank holding company may not be acquired by an institution located outside of the State of Georgia. In addition, the President of the United States signed into law the "Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994" on September 29, 1994 (the "Interstate Branching Act"). The Interstate Branching Act permitted bank holding companies to merge their multi-state bank subsidiaries into a single bank by June 1, 1997, unless state legislators acted to "opt-out" of this provision, to acquire banks in any state one year after the effective date of the Interstate Branching Act, and to establish de novo branches across state lines so long as the individual state into which a potential de novo entrant proposes to branch specifically passes legislation to "opt-in". Under the Interstate Branching Act, beginning on June 1, 1997, a bank could merge with a bank in another state so long as the transaction did not involve a bank in a home state which had enacted a law after the date of enactment of the Interstate Branching Act and before June 1,1997 that applies equally to all out of state banks and expressly prohibits such interstate merger transactions. Such a law would have no effect on merger transactions approved before the effective date of such a state law. States could also elect to permit merger transactions before June 1, 1997. The Interstate Branching Act authorized interstate mergers involving the acquisition of a branch of a bank without the acquisition of the bank only if state law permits an out of state acquiror to acquire a branch without acquiring the bank. State minimum age laws for banks to be acquired will be preserved unless state law provides for a minimum age period of more than five years. After consummation of any interstate merger transaction, a resulting bank may establish or operate additional branches at any location where any bank involved in the transaction could have established or operated a branch under applicable federal or state law. The Riegle Community Development and Regulatory Improvement Act of 1994 (the "RCDRIA") was enacted September 23, 1994, to promote economic revitalization and community development to "investment areas." The RCDRIA establishes a Community Development Financial Institutions Fund to achieve these objectives. The Fund is authorized to provide financial assistance through a variety of mechanisms including equity investments, grants, loans, credit union shares and deposits. The amount of assistance any community development financial institution and its subsidiaries and affiliates may receive is generally limited to $5 million. A qualifying institution may receive $3.75 million for the purpose of serving an investment are in another data. The RCDRIA also provides certain regulatory relief requiring each agency to streamline and modify its regulations and policies, remove inconsistencies and eliminate outputted and duplicative requirements. The RCDRIA also directs the federal agencies to coordinate examinations among affiliate banks, coordinate examinations with other federal banking agencies, and work to coordinate with state banking agencies. The federal banking agencies are also directed to work jointly in developing a system for banks and savings associations to file reports and statements electronically and to adopt a single form for filing core information in reports and statements. RCDRIA also provides procedures for expediting bank holding company applications, eliminating prior approval of the Federal Reserve for the acquisition of control of a bank in a reorganization in which persons exchange their shares for shares of a newly-formed bank holding -5- company provided the bank holding company immediately after the acquisition meets capital and other financial standards and the bank is "adequately capitalized," the holding company does not engage in any activities other than those of managing and controlling banks, the holding company provides 30 days prior notice to the board of the transaction, and the holding company will not acquire control of any additional bank. The RCDRIA also provides for reduction of post-approval waiting periods, decreasing the waiting period from 30 days to 15 days in most instances. The RCDRIA also exempts from federal securities registration securities issued in connection with the formation of a one-bank holding company. The Georgia General Assembly recently enacted legislation altering the public policy of the State regarding intrastate branch banking. Essentially, the legislation allows a bank to establish de novo branch banks on a limited basis beginning July 1, 1996. Between July 1, 1996 and June 30, 1998, the number of de novo branch banks is limited to three per bank or group of affiliated banks under the same bank holding company. Beginning July 1, 1998, the number of de novo branch banks which may be established is no longer limited by statute. The Federal and Georgia Bank Holding Company Acts further provide that the Federal Reserve and the Department of Banking and finance will not approve any acquisition, merger or consolidation (a) which would result in a monopoly, (b) which would be in furtherance of any combination or conspiracy to monopolize or attempt to monopolize the business of banking in any part of the United States, (c) the effect of which may be substantially to lessen competition or to tend to create a monopoly in any section of the country or (d) which in any other manner would be in restraint of trade, unless the anticompetitive effects of the proposed transaction are clearly outweighed in the public interest by the probable effect of the transaction in meeting the convenience and needs of the community to be served. In addition to having the right to acquire ownership or control of other banks, the Company is authorized to acquire ownership or control of nonbanking companies, provided the activities of such companies are so closely related to banking or managing or controlling banks that the Federal Reserve considers such activities to be proper to the operation and control of banks. Regulation Y, promulgated by the Federal Reserve, sets forth these activities which are regarded as closely related to banking or managing or controlling banks and, thus, are permissible activities for bank holding companies, subject to approval by the Federal Reserve in individual cases. Pursuant to Section 4(j) of the Bank Holding Company Act (12 U.S.C. Section 1843(j), a bank holding company must submit a written notice to the Federal Reserve Board at least sixty days before engaging, directly or indirectly, in a non-banking activity authorized under Section 4(c)(8), which authorizes holding companies to engage in activities that are closely related to banking or managing or controlling banks. The processing period begins to run from the date the Federal Reserve Board receives a complete notice, and may be extended under certain circumstances. In acting on a notice to engage in Section 4(c)(8) activities, the Federal Reserve Board is required by certain sections of the Bank Holding Company Act to consider whether the benefits of the proposed activity (such as greater convenience, increased competition, or gains in efficiency) outweigh the potential adverse effects (such as undue concentration of resources, decreased or unfair competition, conflicts of interest, or unsound banking practices). Section 4(c)(8) also requires that proposals to engage in permissible -6- activities are subject to public notice and an opportunity for a hearing only in the case of an acquisition of a savings association. Section 4(j) of the Bank Holding Company Act was amended by the Economic Growth and Regulatory Paperwork Reduction Act of 1996, enacted as a part of the Omnibus Consolidated Appropriations Act for Fiscal Year 1997 to permit a well- capitalized and well-managed bank holding company, that controls predominantly well-capitalized and well-managed depository institutions, as defined by amendments to The Bank Holding Company Act, to engage de novo in any permissible 4(c)(8) activity or acquire any company engaged in permissible 4(c)(8) activities (except for an insured depository institution, i.e., a savings association) under expedited procedures. To be eligible for the expedited procedures, the book value of the assets acquired may not exceed 10% of the holding company's consolidated risk weighted assets and the consideration paid may not exceed 15% of Tier One capital. The Federal Reserve Board may adjust these percentages. In addition, no administrative enforcement action may have been commenced or be pending nor may any cease and desist order pursuant to Section 8 of the FDI Act have been issued or be pending against the holding company or any of its depository institutions subsidiaries. While all qualifying holding companies engaging in Section 4(c)(8) activities under the expedited procedures must provide notice to the Federal Reserve Board, the notice provisions differ. First, to engage de novo directly or through a subsidiary in activities that the Fed has already approved by regulation, the bank holding company must provide notice within ten days after commencing the activity. Second, to engage in activities that the Fed has permitted by order or to acquire the shares or assets of an existing company, the bank holding company must provide notice at least twelve business days prior to commencing the activity, during which time the Fed may require the full 60-day notice procedure. The Company is authorized to borrow money and pledge as security for such indebtedness the shares of its subsidiary bank for general corporate purposes, including acquisition of other permitted businesses, capital for its subsidiary bank and purchase of its own shares. The only source the holding company has to repay the debt is dividends from the subsidiary bank. Dividends may only be paid to the extent of fifty percent (50%) of the prior year earnings without the express consent of the Georgia Department of Banking and Finance, and further, regulatory agencies have the authority to restrict payment of dividends in the event the Bank's capital falls below minimum levels and under certain other conditions. BANK REGULATION - --------------- Both the Spalding County Bank and the Henry County Bank operate as banks organized under the laws of the State of Georgia subject to examination by the Georgia Department of Banking and Finance. The Georgia Department of Banking and Finance regulates all areas of the Banks' commercial banking operations, including reserves, loans, mergers, payment of dividends, interest rates, establishment of branches and other aspects of operation. The Banks are not members of the Federal Reserve system, but use the Federal Reserve as a clearing agent. The Banks are insured and also regulated by the Federal Deposit Insurance Corporation (the "FDIC"). The major functions of the FDIC with respect to insured banks include paying depositors -7- to the extent provided by law in the event an insured bank is closed without adequately providing for payment of the claims of depositers, acting as a receiver of state banks placed in receivership when so appointed by state authorities, and preventing the continuance or development of unsound and unsafe banking practices. In addition, the FDIC is authorized to examine insured banks which are not members of the Federal Reserve to determine the condition of such banks for insurance purposes. The FDIC also approves conversions, mergers, consolidations and assumption of deposit liability transactions where the resulting, continued or assume bank is an insured nonmember state bank. Subsidiary banks or a bank holding company are subject to certain restrictions imposed by the Federal Bank Holding Company Act on any extension of credit to the bank holding company or any of its subsidiaries, on investment in the stock or other securities thereof, and on the taking of such stock or securities as collateral for loans to any borrower. In addition, a bank holding company and it subsidiaries are prohibited from engaging in certain tying arrangements in connection with any extension of credit or the provision of any property or services. The Federal Reserve also possesses cease-and-desist powers over bank holding companies and their nonbank subsidiaries if their actions represent an unsafe or unsound practice or violation of laws. FIRREA - ------ The Financial Institutions Reform, Recovery and Enforcement Act of 1989 (FIRREA) was introduced into Congress on February 22, 1989 and enacted on August 9, 1989. Under the 1989 Act, the Federal Savings and Loan Insurance Corporation was abolished. Two separate funds have been established, one for commercial banks (the Bank Insurance Fund) and the other for savings institutions (the Savings Associations Insurance Fund). Both funds are under the management of the FDIC which sets insurance premium rates for all insured institutions. Effective January 1, 1994, the FDIC adopted a new system of risk-based insurance assessment. Under the FDIC's rule, each depository institution is assigned to one of the three groups, well-capitalized, adequately capitalized or under- capitalized, based on its capital ratios and will be further assigned to one of three subgroups within its capital ratios and will be further assigned to one of three subgroups within its capital category based on an evaluation of the risk posed by the institution to its insurance fund. The capital standard being used to set insurance premium rates are the same as those adopted by the agencies with the prompt corrective action framework. The rule provides that well- capitalized institutions pay assessment rates ranging from 23 to 29 basis points, depending upon the subgroup to which they are assigned. Adequately capitalized institutions pay from 26 to 30 basis points, and undercapitalized institutions pay from 29 to 31 basis point. In February 1995, the FDIC proposed a new rule which would significantly reduce the assessment rate payable by well- capitalized institutions. Such institutions would pay assessment rates from 4 to 21 basis points. Adequately capitalized institutions would pay from 7 to 28 points, and undercapitalized institutions would pay from 14 to 31 basis points. FDICIA - ------ FDICIA was signed into law on December 19, 1991. Regulations implementing the prompt corrective action provisions of FDICIA became effective on December 19, 1992. In addition to the prompt corrective action requirements, FDICIA includes significant changes to the legal and regulatory environment for insured depository institutions, including reductions in insurance coverage -8- for certain kinds of deposits, increased supervision by the federal regulatory agencies, increased reporting requirements for insured institutions, and new regulations concerning internal controls, accounting, and operations. The prompt corrective action regulations define specific capital categories based on an institution's capital ratios. The capital categories, in declining order, are "well-capitalized," "adequately capitalized," "undercapitalized," "significantly undercapitalized," and "critically undercapitalized." Institutions categorized as "undercapitalized" or worse are subject to certain restrictions, including the requirement to file a capital plan with its primary federal regulator, prohibitions on the payment of dividends and management fees, restrictions on executive compensation, and increased supervisory monitoring, among other things. Other restrictions may be imposed on the institutions either by its primary federal regulator or by the Federal Deposit Insurance Corporation ("FDIC"), including requirements to raise additional capital, sell assets, or sell the entire institution. Once an institution becomes "critically undercapitalized" if must generally be placed in receivership or conservatorship within 90 days. As of December 31, 1997 and 1996, notification from the FDIC categorized both the Spalding County Bank and the Henry County Bank as "well capitalized" under the regulatory framework for prompt corrective action. RECENT REGULATORY DEVELOPMENTS - ------------------------------ On September 3, 1996, President Clinton signed the Omnibus Consolidated Appropriations Act for FY 1997. Subtitle G of Title Two of that Act is titled the "Deposit Insurance Funds Act of 1996" (Deposit Insurance Funds Act), which among other things provides for the recapitalization of the Savings Association Insurance Fund ("SAIF") as of October 1, 1996. To accomplish this recapitalization, the FDIC imposed a special assessment on each insured depository institution with deposits assessable under the SAIF so that SAIF would achieve its designated reserve ratio (DRR) on the first business day of the first month after the date of the enactment of the Deposit Insurance Funds Act. Because the legislation was enacted as of September 30, 1996, under the Deposit Insurance Funds Act, SAIF achieved its DRR and became fully capitalized on October 1, 1996. For purposes of the SAIF special assessment, the amount of SAIF-assessable deposits is determined as of March 31, 1995. However, the term "SAIF-assessable deposits" includes deposits assumed after March 31, 1995 if the deposits were assumed from an institution that is no longer insured when the special assessment to recapitalize SAIF is imposed under this section. Therefore, some institutions will be required to pay the special assessment to pay the special assessment on SAIF insured deposits that were assessed after March 31, 1995. A major part of the plan to recapitalize SAIF involves imposing a one-time special assessment on SAIF-assessable deposits that may be paid in two installments under certain conditions. Subject to certain statutory adjustments, the FDIC has discretion to determine the rates of the assessments after considering certain factors, including the most recent SAIF balance, data on insured deposits, and any other factors that the FDIC deems appropriate. This one-time special assessment is subject to certain exceptions, and the FDIC has discretion to issue orders exempting weak institutions from paying this special assessment if the exemption will reduce the risk to SAIF. The FDIC prescribed guidelines for issuing such an exemption within 30 days of enactment of the Deposit Insurance Funds Act. The Act required FDIC to exempt from the special assessment (1) institutions that existed on October 1, 1995 and held no SAIF assessable deposits before January 1, 1993, (2) federal savings -9- banks newly established in April, 1994 to acquire the deposits of savings institutions in default that received assistance from the RTC in connection with the transactions, and (3) an SAIF insured savings association that, before January 1, 1987, was a federal savings bank insured by the FSLIC for the purpose of acquiring the assets or assuming the liabilities of a national bank in a transaction consummated after July 1, 1986 and had assets less than $150 million. Exempt institutions generally are required to pay semi-annual assessments at former rates under the schedule applicable to SAIF fund members on June 30, 1995, with certain exceptions. There are three statutory adjustments that the FDIC must consider in setting the SAIF recapitalization rates. The first of these relates to Oakar transactions, which are generally defined to include bank purchases of SAIF-assessable deposits. Generally, Bank Insurance Fund (BIF) members acquiring SAIF-assessable deposits in Oakar transactions prior to March 31, 1995 (or after march 31, 1995 if the institution from which the deposits were acquired is no longer insured at the time the special assessment is imposed), are subject to the SAIF special assessment but the amount of assessable deposits would, as a general proposition, be reduced by 20% for purposes of the assessment if certain conditions are satisfied. The 20% haircut for these BIF members applies for purposes of the special assessment and for purposes of future semi-annual assessments on SAIF-assessable deposits that were acquired prior to March 31, 1995. To be eligible for the 20% haircut, a BIF member must satisfy certain requirements that are based on a suggested attributable deposit amount as of June 30, 1995. The second statutory adjustment the FDIC must consider for purposes of computing this special assessment relates to "converted associations," a term defined by the Act. An institution meeting one of the Act's definitions of "converted association" may also reduce by 20% the amount of deposits that are SAIF insured as of March 31, 1995 (or after March 31, 1995 is subject to the special assessment because the institution from which the deposits were acquired is no longer insured at the time the special assessment is imposed). In addition to "converted associations," Sasser banks- a savings association that converted to a bank charter prior to SAIF reaching its DRR and as a result the resulting bank was required to remain an SAIF member - may qualify under this second adjustment under very limited criteria. Third, if payment of the special assessment would pose a significant risk that an insured depository institution or its holding company may default on payments under debt obligations or preferred stock, the institution may elect to pay the special assessment under extended terms that would include a supplemental special assessment. The SAIF was initially capitalized through the issuance of bond obligations by the Financing Corporation (FICO), commonly referred to as FICO bonds. The Deposit Insurance Funds Act also addresses repayment of the interest on those bonds. Beginning with the semi-annual periods after December 31, 1996, assessments to pay approximately $8 million in interest on FICO bonds will be shared among all insured depository institutions, including insured national banks, instead of only SAIF members. For purposes of the assessments to pay the interest on the FICO bonds, BIF-assessable deposits will be assessed at a rate of 20% of the assessment rate applicable to SAIF-assessable deposits until December 31, 1999. After the earlier of December 31, 1999 or the date the last savings association ceases to exist, full pro rata sharing of FICO assessments will begin. -10- For purposes of paying the interest on the FICO bonds, "BIF-assessable deposits" means deposits that are subject to assessments under BIF. The term "SAIF-assessable deposits" means deposits that are assessable under SAIF and includes any deposits that were assumed after March 31, 1995 if the insured institution from which the deposits were acquired is not insured when the SAIF special assessment is imposed. The Deposit Insurance Funds Act also provides that, as of the date of enactment and ending on the earlier of December 31, 1999 or the date that the last savings association ceases to exist, the federal banking agencies must take appropriate action to prohibit deposit shifting from SAIF to BIF, including enforcement actions, denial of applications, or imposing exit and interest fees as if the transaction qualified as a conversion. The legislation requires the Office of the Comptroller of the Currency, the FDIC, the Federal Reserve Board, and the Office of the Comptroller of the Currency, the FDIC, the Federal Reserve Board, and the Office of Thrift Supervision to take necessary actions to prevent insured depository institutions and depository institution holding companies from facilitating or encouraging the shifting of deposits from SAIF assessable to BIF-assessable for the purpose of evading the assessments imposed on SAIF- assessable deposits. The FDIC may issue regulations to prevent deposits shifting. It is a rule of construction, however, that this portion of the Deposit Insurance Funds Act does not prohibit an institution from engaging in conduct or activity that is part of the ordinary course of business and is not directed at depositors of an insured affiliated institution. The Deposit Insurance Funds Act also provides for the Merger of BIF and SAIF into the Deposit Insurance Fund (DIF) on January 1, 1999, if no insured depository institution is a "savings association" on that date. If an insured savings association still exists on January 1, 1999, the Deposit Insurance Funds Act does not make a provision for the merger of the funds to occur on a subsequent date. For purposes of the BIF/SAIF merger, the term "savings association" as defined as the same meaning as it does in Section 3(b) of the FDI Act (12 U.S.C. Section 1813(b)) and this includes federal and state savings associations. If immediately before the merger, the SAIF reserve ratio exceeds the DRR, the excess will be placed in DIF's special reserve. While the DIF special reserve will not be included for purposes of calculating the DIF DRR and the FDIC can not refund any amount in the special reserve, it can be drawn upon for emergency purposes if the reserve ratio of the DIF should drop below 50% of its DRR for a sustained period of time. This portion of the Deposit Insurance Funds Act also makes conforming changes to the FDI Act and other provisions of law effective on January 1, 1999 if the funds are so merged. If the funds are not merged, the Deposit Insurance Fund Act establishes an SAIF special reserve as of January 1, 1999 that will consist of the excess in the SAIF over the DRR as of that date. While the amount in the SAIF special reserve cannot be used to calculate any future DRR and cannot be used for refunds from the SAIF, it would be available for emergency purposes if the reserve ratio of the SAIF is less than 50% of its DRR for a sustained period of time. The Deposit Insurance Funds Act also required the FDIC on such basis as it deems appropriate to refund any amounts in excess of the DRR to BIF members and, after it is established, to DIF members. There are no similar provisions for refunds to SIF members. A member cannot however, receive any refund for any semi-annual assessment period that exceeds the assessment paid during that period. Institutions that are not "well-capitalized" or that have other weaknesses are not -11- eligible for refunds. The refund provision becomes effective as of the end of any semi-annual assessment period beginning after the date of enactment of the Deposit Insurance Funds Act. CAPITAL REQUIREMENTS - -------------------- The Department of Banking and Finance of the State of Georgia requires that de novo banks in Georgia maintain minimum ratio of primary capital, as defined, to total assets of not less than eight percent (8%) during the first three years of operations, and thereafter at six percent (6%). Additionally, banks and their holding companies are subject to certain risk-based capital requirements based on their respective asset composition. Management believes as of December 31, 1997, the Company and both the Banks meet all capital adequacy requirements to which they are subject. MONETARY POLICY - --------------- The earnings of the Banks are affected by domestic and foreign economic conditions, particularly by the monetary and fiscal policies of the United States Government and its agencies. The Federal Reserve has had, and will continue to have, an important impact on the operating results of commercial banks through its power to implement national monetary policy in order, among other things, to mitigate recessionary and inflationary pressures by regulating the national money supply. The techniques used by the Federal Reserve include setting the reserve requirements of member banks and establishing the discount rate on member banks' borrowings. The Federal Reserve also conducts open market transactions in United States Government securities. Periodically, bills are pending before the United States Congress which contain wide-ranging proposals for altering the structures, regulations and competitive relationships of the nation's financial institutions. Among such bills are proposals to prohibit banks and bank holding companies from conducting certain types of activities, to subject banks to increased disclosure and reporting requirements, to eliminate on a regional or other basis the present restriction on interstate expansion by banks or bank holding companies, to alter the statutory separation of commercial and investment banking and to alter the powers of thrift institutions and other competitors of banks. It cannot be predicted whether or in what form any of these proposals will be adopted or the extent to which the business of the Company may be affected thereby. ITEM 2. DESCRIPTION OF PROPERTY The Company's corporate office is located at 201 West Taylor street, Griffin, Georgia. The Company does not pay the Spalding County Bank an annual lease payment on the office. The Spalding County Bank has one banking facility located at 201 West Taylor Street, Griffin, Georgia. The building consists of approximately 8,700 square feet of space. The building was occupied on opening day, December 5, 1986. The building is equipped with three alarm-equipped vaults, one for safe deposit boxes, one for cash storage and one for night depository services. The building has four drive-in systems, one commercial drawer and three pneumatic pipe systems, and is equipped with a -12- 24 hour ATM. Currently, the ATM is utilized by customers of the Spalding County Bank and is not a part of the AVAIL network or any other network. The building also has one fire proof vault used for record retention. The record average vault is not equipped with an alarm system. The Spalding County Bank building is owned by the Spalding County Bank and is carried as an asset on the Spalding County bank's balance sheet. The real estate on which the building is located is under along-term lease and has provisions for adjustments and annual lease payments for every five years based on the Consumer Price Index. Rental expense incurred under this lease was $37,409 per year for each of the years ended December 31, 1997 and 1996, respectively. See also the discussion is note 5 to Consolidated Financial Statements, in Item 7 below. The Henry County Bank has two offices, one of which is the main office located at 12 North Cedar Street, McDonough, Georgia. The building is equipped with two alarm-equipped vaults, one for safe deposit boxes and cash storage and the other for a night depository. The building has two drive-up teller windows, one commercial drawer and one pneumatic tube system, and is equipped with a 24 hour ATM that is on the AVAIL network. The building has one fireproof vault used for record retention. The storage vault is not equipped with an alarm system. The Henry County Bank recently undertook the renovation of the building canopy and drive-in facility at a cost of approximately $510,000. The Henry County Bank building is owned by the Henry County Bank and is carried as an asset on the Henry County Bank's balance sheet. The real estate on which the building is located is also owned by the Henry County Bank. The building consists of approximately 12,400 square feet and has three stories. Approximately 80% of the building is being utilized by the Henry County Bank with the remaining 20% being leased for office space. The Henry County Bank plans to develop an adjoining lot into a parking lot for staff and customers. The Henry County Bank building is presently fully (100%) occupied. One tenant occupies 10% or more of the building; McDonough Dental, a professional dental office, leases 1,667 square feet at $9.00 per square foot (a monthly rental of $1,250.00) through December 31, 1997. All other tenants are under lease on a month-to-month basis. ITEMS 3. LEGAL PROCEEDINGS Neither the Company nor either of its subsidiary banks is a party to, nor is any of their property the subject of, any material pending legal proceedings except for ordinary routine litigation incidental to the business of the Company and its subsidiaries. No legal proceedings are known to be contemplated by governmental authorities. There are no material pending legal proceedings to which any director, officer, affiliate or more than 5% shareholder is a party adverse to or has a material interest adverse to the Company or either of its subsidiaries. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The Company did not submit any matter during the fourth quarter of the fiscal year ended December 31, 1997, to a vote of security holders through the solicitation of proxies or otherwise. -13- PART II ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS There is no established trading market for shares of the common or preferred stock of the Company. However, the Company did enter a definitive merger agreement with Premier Bancshares, Inc. ("Premier") on December 3, 1997, pursuant to which Premier agreed to issue 2.6 shares of its common stock in exchange for each share of common stock of the Company, subsequently adjusted to 3.9-to-one on account of a share dividend declared by Premier. Based on trades of Premier's stock at the time the merger agreement was announced, the market value per share of common stock of the Company was approximately $57 as of December 31, 1997, and the merger transaction was itself valued at approximately $32 million. In addition to the foregoing market valuation analysis, the company has maintained partial records of share prices based on actual transactions when such information has been disclosed by persons either purchasing or selling Company's common stock. The following table reflects the trades of shares of the Company for the quarters depicted based on such limited available information. During 1997, the Company was not aware of a sufficient number of trades to provide high and low trade information for each quarter, although the Company is aware of at least one trade during the first quarter of 1997 for $15 per share, and at least one trade during the fourth quarter of 1997 for $17 per share. The Company was made aware, however, of a sufficient number of trades during 1996 to provide the following table of high and low trade prices for each quarter of 1996. YEAR/QUARTER HIGH(S) LOW(S) 1996 1 14.75 14.75 2 19.00 14.75 3 25.00 14.75 4 20.00 14.75 As of December 31, 1997, the Company had approximately 435 shareholders of record of the Company's common stock. Under the Georgia Business Corporation Code, the Company may from time to time make distributions, including the payment of dividends, to its shareholders in money, indebtedness or other property (except its own shares) unless, after giving effect to such distribution, the Company would not be able to pay its debts as they become due in the usual course of business or the Company's total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the Company were to be dissolved at the time of distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution. The Company may also distribute its shares pro rata and without consideration to its shareholders or to the shareholders of one or more classes or series, which constitutes a share dividend. The Company paid a dividend on its common stock of $.25 per share for 1995; $.25 per share for 1996; and $.25 per share for 1997. -14- The Company, as the sole holder of common stock of the Spalding County Bank and the Henry County Bank, is entitled to such dividends as may be declared from time to time by the Board of Directors out of funds available legally therefor. Dividends paid may not exceed 50% of net profits after taxes for the previous fiscal year without prior approval of the Department. Neither the Spalding County Bank nor the Henry County Bank pay cumulative dividends on its common stock. The Spalding County Bank and the Henry County Bank together paid dividends on their common stock in 1995 of $1,550,000; in 1996 of $780,000; and in 1997 of $625,000. In the absence of other activities conducted by the Company, its ability to pay dividends will depend upon the earnings of the Spalding County Bank and the Henry County Bank. The Board of Directors of the Company hope future operations of the Spalding County Bank and the Henry County Bank result in a payment of dividends to its shareholders. However, the Company cannot assure the future payment of dividends, either in cash or in stock. The Company filed a registration statement effective pursuant to the Securities Act of 1933, as amended, on August 13, 1994. At the beginning of the fiscal year ended December 31, 1997, the Company had at least 300 shareholder of record. Accordingly, the Company is required to file certain supplementary and periodic information, documents and reports as required by Section 13 of the Securities Exchange Act of 1934, as amended, pursuant to section 15(d) thereof and of Rule 15d-1 of the regulations thereunder. ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION [Management's Discussion and Analysis begins on next page.] -15- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following is a discussion of the financial condition of The Bank Holding Company (BHC) and its two bank subsidiaries, The Bank of Spalding County (Spalding) and The First Community Bank of Henry County (Henry) at December 31, 1997 and 1996 and the results of operations for the years ended December 31, 1997 and 1996. The purpose of this discussion is to focus on information about BHC's financial condition and results of operations which are not otherwise apparent from the audited consolidated financial statements. Reference should be made to these statements and the selected financial data presented elsewhere in this report for an understanding of the following discussion and analysis. OVERVIEW BHC's 1997 results were characterized by strong growth and decreased earnings due primarily to increased loan loss provisions in the last quarter. Refer to the discussion of the "Provision for Loan Losses". BHC's total assets increased by 12.70% to $133.6 million and net income decreased 15.46% to $1.2 million as of and for the year ended December 31, 1997. On December 3, 1997, the Company entered into an Agreement and Plan or Reorganization with Premier Bancshares, Inc. ("Premier") of Atlanta, Georgia. Under this agreement, the Company will merge with and into Premier. Upon consummation of the merger, each share of Company stock will be converted into and exchanged for the right to receive 3.90 shares of Premier common stock, subject to possible adjustment as defined in the agreement. Consummation is subject to certain conditions, including regulatory and stockholder approval. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] -16- FINANCIAL CONDITION AT DECEMBER 31, 1997 AND 1996 Following is a summary of BHC's balance sheets for the periods indicated:
December 31, 1997 1996 Increase (Decrease) (Dollars in Thousands) Amount Percent Cash and due from banks $ 4,269 $ 3,499 $ 770 22.01% Federal funds sold 5,350 3,220 2,130 66.15 Securities 23,214 21,395 1,819 8.50 Loans 92,609 82,368 10,241 12.43 Premises and equipment 3,612 3,921 (309) (7.88) Goodwill 2,185 2,369 (184) (7.77) Other assets 2,382 1,796 586 32.63 -------- -------- -------- $133,621 $118,568 $15,053 12.70% ======== ======== ======== Total deposits $116,970 $104,442 $12,528 12.00% Federal Funds purchased 1,245 -- 1,245 N/A Other borrowings 62 77 (15) (19.48) Other liabilities 1,898 1,589 309 19.45 Preferred stock 2,446 2,446 -- -- Common stockholders' equity 11,000 10,014 986 9.65 -------- -------- -------- $133,621 $118,568 $15,053 12.70% ======== ======== ========
FINANCIAL CONDITION AT DECEMBER 31, 1997 AND 1996 As indicated in the above table, BHC's total assets increased by 12.7%, primarily as a result of management's marketing efforts and the significant growth in Henry County. Adequate capital and liquidity levels at both the holding company and bank level have been maintained. Total interest-earning assets were $121,173 at December 31, 1997 or 90.68% of total assets as compared to 90.23% at December 31, 1996. BHC's primary interest-earning assets at December 31, 1997 were loans which made up 76.43% of total interest-earning assets as compared to 76.99% at December 31, 1996. BHC's loan to deposit ratio at December 31, 1997 was 79.17% as compared to 78.86% at December 31, 1996. The 1997 and 1996 ratios are within BHC's target ratio of 75% to 85%. Total deposits grew at a rate of 12.00%. This deposit growth was used primarily to fund new loan growth. In 1997, the Banks paid dividends totaling $625,000 to BHC. This allowed BHC to reduce total debt by $15,000, to meet the dividend requirements of BHC's preferred stock and to pay a dividend to BhC's common stockholders. -17- The Banks' investment portfolios increase by $1,819,000 as a result of deposit growth not used to fund loan growth. Unrealized losses on securities decreased by $163,000 to $132,000 at December 31, 1997. Management has not specifically identified any securities for sale in future periods which, if so designated, would require a charge to operations if the market value would not be reasonably expected to recover prior to the time of sale. BHC has a significant portion (79%) of its loan portfolio collateralized by real estate located in BHC's primary market area of Spalding, Henry, and surrounding counties. BHC's real estate mortgage and construction portfolio consists of loans collateralized by one to four-family residential properties (26%), construction loans to build one to four-family residential properties (25%), nonresidential properties consisting primarily of small business commercial properties (47%), and multi-family residential and other properties (2%). BHC requires that loans collateralized by real estate not exceed the collateral value by the following percentages for each type of real estate loan as follows: One to four-family residential properties 89% Construction loans on one to four-family residential properties 85% Nonresidential property 85% Multi-family residential properties and other 75 to 80% The Bank's remaining 21% of its loan portfolio consists of commerical, consumer, and other loans. BHC requires collateral commensurate with the repayment ability and creditworthiness of the borrower. The specific economic and credit risks associated with BHC's loan portfolio, especially the real estate portfolio, include, but are not limited to, a general downturn in the economy which could affect unemployment rates in BHC's market area, general real estate market deterioration, interest rate fluctuations, deterioration of borrowers, fraud, and any violation of banking protection laws. Construction lending can also present other specific risks to the lender such as whether developers can find builders to buy lot for home construction, whether the builders can obtain financing for the construction, whether the builders can sell the home to a buyer, and whether the buyer can obtain permanent financing. Currently, real estate values and employment trends in BHC's market area are stable with no indications of a significant downturn in the general economy. BHC attempts to reduce these economic and credit risks not only by adherence to loan to value guidelines, but also by investigating the creditworthiness of the borrower and monitoring the borrower's financial position. Also, BHC establishes and periodically reviews its lending policies and procedures as well as having independent loan review. State banking regulations limit exposure by prohibiting secured loan relationships that exceed 25% of the Bank's statutory capital and unsecured loan relationships that exceed 15% of the Bank's statutory capital. -18- LIQUIDITY AND CAPITAL RESOURCES The purpose of liquidity management is to ensure that there are sufficient cash flows to satisfy demands for credit, deposit, withdrawals, and other needs of the Company. Traditional sources of liquidity include asset maturities and growth in core deposits. A company may achieve its desired liquidity objectives from the management of assets and liabilities and through funds provided by operations. Funds invested in short-term marketable instruments and the continuous maturing of other earning assets are sources of liquidity from the asset perspective. The liability base provides sources of liquidity through deposit growth, the maturity structure of liabilities, and accessibility to market sources of funds. Scheduled loan payments are a relatively stable source of funds, but loan payoffs and deposit flows fluctuate significantly, being influenced by interest rates and general economic conditions and competition. BHC attempts to price its deposits to meet its asset/liability objectives consistent with local market conditions. The liquidity and capital resources of the Banks are monitored on a periodic basis by State and Federal regulatory authorities. As determined under guidelines established by those regulatory authorities and internal policy, the Banks' liquidity was considered satisfactory. At December 31, 1997, BHC had loan commitments and letters of credit outstanding of $23,589,000. Because these commitments generally have fixed expiration dates and many will expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. If needed, the Banks have the ability on a short-term basis to borrow and purchase Federal funds from other financial institutions. At December 31, 1997, the Banks have arrangements with four commercial banks for additional short-term advances of approximately $3,000,000. At December 31, 1997, BHC's and the Banks' capital ratios were considered adequate based on regulatory minimum capital requirements. BHC's common stockholders' equity increased due to the retention of earnings, net of dividends paid, of $884,000. BHC's common stockholders' equity also increased due to the increase in the fair value of securities available for sale, net of taxes, in the amount of $101,000. For regulatory purposes, the net unrealized losses on securities available for sale, net of taxes, and the $2,185,000 of goodwill acquired in the acquisition of Henry, are excluded in the computation of the capital ratios. The primary source of funds available to BHC is the payment of dividends by its subsidiary Banks. Banking regulations limit the amount of the dividends that may be paid without prior approval of the Banks' regulatory agency. Approximately $639,000 is available to be paid as dividends by the Banks at December 31, 1997. During 1997, the Banks paid a total of $625,000 in dividends to BHC which allowed BHC to repay $15,000 on the debt that was incurred in the acquisition of Henry and to pay normal dividends. -19- The minimum capital requirements to be considered well capitalized under prompt corrective action provisions and the actual capital ratios for BHC and the Banks as of December 31, 1997 are as follows:
Actual ---------------------------------------- First Community The Bank The Bank Bank of Holding of Spalding Henry Regulatory Company County County Requirement -------- ---------- ---------- ----------- Leverage capital ratio 6.84% 8.80% 8.43% 5.00% Risk-based capital ratios: Core capital 9.13 12.76 10.53 6.00 Total capital 10.38 14.01 11.51 10.00
At December 31, 1997, BHC had no material commitments for capital expenditures. Management believes that its liquidity and capital resources are adequate and will meet its foreseeable short and long-term needs. Management anticipates that it will have sufficient funds available to meet current loan commitments and to fund or refinance, on a timely basis, its other material commitments and liabilities. Management is not aware of any other known trends, events or uncertainties that will have or that are reasonably likely to have a material effect on its liquidity, capital resources or operations. Management is also not aware of any current recommendations by the regulatory authorities which, if they were implemented, would have such an effect. Effects of Inflation - -------------------- The impact of inflation on banks differs from its impact on non-financial Institutions. Banks, as financial intermediaries, have assets which are primarily monetary in nature and which tend to fluctuate in concert with inflation. A bank can reduce the impact of inflation if it can manage its rate sensitivity gap. This gap represents the difference between rate sensitive assets and rate sensitive liabilities. BHC, through its asset-liability committee, attempts to structure the assets and liabilities and manage the rate sensitivity gap, thereby seeking to minimize the potential effects of inflation. For information on the management of BHC's interest rate sensitive assets and liabilities, see the "Asset/Liability Management" section. -20- RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996 Following is a summary of BHC's operations for the periods indicated.
Year Ended December 31, 1997 1996 Increase (Decrease) (Dollars in Thousands) Amount Percent Interest income $ 11,269 $ 9,979 $ 1,290 12.93% Interest expense 5,123 4,489 634 14.12 Net interest income 6,146 5,490 656 11.95 Provision for loan losses 915 145 770 531.03 Other income 1,185 1,298 (113) (8.71) Other expenses 4,407 4,222 185 4.38 Pretax income 2,009 2,421 (412) (17.02) Income taxes 790 979 (189) (19.31) Net income 1,219 1,442 (223) (15.46)
Net interest income - ------------------- BHC's results of operations are determined by its ability to effectively manage interest income and expense, to minimize loan and investment losses, to generate non-interest income, and to control operating expenses. Since interest rates are determined by market forces and economic conditions beyond the control of BHC, BHC's ability to generate net interest income is dependent upon its ability to obtain an adequate net interest spread between the rate paid on interest-bearing liabilities and the rate earned on interest-earning assets. The net yield on average interest-earning assets increased in 1997 to 5.39% from 5.38% in 1996. Average loans increased by $9.0 million which accounted for the majority of a $12.0 million increase in total average interest-earning assets. Average interest-bearing liabilities increased by $11.0 million with average interest-bearing time deposits accounting for the vast majority of this increase. The rate earned on average interest-earning assets increased to 9.88% in 1997 from 9.78% in 1996. The rate paid on average interest-bearing liabilities was 5.40% in 1997 and 5.35% in 1996. -21- Provision for Loan Losses - ------------------------- The provision for loan losses increased to $915,000 in 1997 from $145,000 in 1996. This increase was due to increased net loan charge-offs of $373,000 in 1997 as compared to $131,000 in 1996, the net increase in the loan portfolio, and increased classified loans. Loans are classified based upon regulatory classifications of loss, doubtful, substandard, and special mention. The majority of the loans that caused the increase in classified loans were identified in the fourth quarter of 1997. Classified loans increased to $6,995,000 at December 31, 1997 as compared to $2,651,000 at December 31, 1996. Of the total classified loans at December 31, 1997, 53% are classified as substandard and 45% as special mention. Impaired loans, consisting solely of nonaccrual loans, were $559,000 at December 31, 1997, and other nonperforming assets, consisting of other real estate owned (OREO) was $325,000, which is carried at the lower of cost or fair value. Selected ratios concerning nonperforming loans and assets are as follows:
December 31, 1997 1996 Net charge-offs to average loans 0.43% 0.17% Reserve for loan losses to total loans 1.51% 1.06% Reserve for loan losses to total loans and OREO 1.51% 1.05% Nonperforming assets to total loans and OREO 0.94% 0.45% Reserve for loan losses to nonperforming loans 2.55:1 5.84:1 Reserve for loan losses to nonperforming assets 1.61:1 2.35:1
Based upon management's evaluation of the loan portfolio, management believes the reserve for loan losses to be adequate to absorb possible losses on existing loans that may become uncollectible. This evaluation considers past loan loss experience, past due and classified loans, underlying collateral values and current economic conditions which may affect the borrower's ability to repay. Other Income - ------------ Other operating income consists of service charges on deposit accounts, gains on sale of mortgage loans, and other miscellaneous revenues and fees. Other operating income decreased to $1,185,000 in 1997 from $1,298,000 in 1996. This decrease is due primarily to the decreased gains on sale of mortgage loans of $73,000 and decreased other miscellaneous revenues and fees of $42,000. Non-interest Expense - -------------------- The relatively small increase in non-interest expenses is due primarily to controlled costs associated with continued operational efficiencies achieved in 1997 and 1996. Salaries and employee benefits and other operating expenses are the primary components of non-interest expense. Salaries and employee benefits decreased to $1,985,000 in 1997 from $2,084,000 in 1996. Other operating expenses increased to $1,558,000 in 1997 from $1,355,000 in 1996. -22- Income Tax - ---------- Income taxes, as a percentage of pre-tax income, decreased in 1997 to 39.32% from 40.44% in 1996. The income tax rates are higher than the statutory Federal income tax rate of 34% due primarily to state income taxes income taxes and the non-deductibility of goodwill amortization. Asset/Liability Management - -------------------------- It is BHC's objective to manage assets and liabilities to provide a satisfactory, consistent level of profitability within the framework of established cash, loan, investment, borrowing, and capital policies. Certain officers are charged with the responsibility for monitoring policies and procedures that are designed to ensure acceptable composition of the asset/liability mix. It is the overall philosophy of management to support asset growth primarily through growth of core deposits of all categories made by local individuals, partnerships, and corporations. BHC's asset/liability mix is monitored on a regular basis with a report reflecting the interest rate-sensitive assets and interest rate-sensitive liabilities being prepared and presented to the Board of Directors of the Banks on a monthly basis. The objective of this policy is to monitor interest rate-sensitive assets and liabilities so as to minimize the impact of substantial movements in interest rates on earnings. An asset or liability is considered to be interest rate-sensitive if it will reprice or mature within the time period analyzed, usually one year or less. The interest rate-sensitivity gap is the difference between the interest-earning assets and interest-bearing liabilities scheduled to mature or reprice within such time period. A gap is considered positive when the amount of interest rate-sensitive assets exceeds the amount of interest rate-sensitive liabilities. A gap is considered negative when the amount of interest rate-sensitive liabilities exceeds the interest rate-sensitive assets. During a period of rising interest rates, a negative gap would tend to result in an increase in net interest income. Conversely, during a period of falling interest rates, a negative gap would tend to result in an increase in net interest income. If BHC's assets and liabilities were equally flexible and moved concurrently; the impact of any increase or decrease in interest rates on net interest income would be minimal. A simple interest rate "gap" analysis by itself may not be an accurate indicator of how net interest income will be affected by changes in interest rates. Accordingly, BHC also evaluates how the repayment of particular assets and liabilities is impacted by changes in interest rates. Income associated with interest-earning assets and costs associated with interest-bearing liabilities may not be affected uniformly by changes in interest rates. In addition, the magnitude and duration of changes in interest rates may have a significant impact on net interest income. For example, although certain assets and liabilities may have similar maturities or periods of repricing, they may react in different degrees to changes in market interest rates. Interest rates on certain types of assets and liabilities fluctuate in advance of changes in general market rates, while interest rates on other types may lag behind changes in general market rates. In addition, certain assets, such as adjustable rate mortgage loans, have features (generally referred to as "interest rate caps and floors") which limit changes in interest rates. Prepayment and early withdrawal levels also could deviate significantly from those -23- assumed in calculating the interest rate gap. The ability of many borrowers to service their debts also may decrease during periods of rising interest rates. Changes in interest rates also affect BHC's liquidity position. BHC currently prices deposits in response to market rates and it is management's intention to continue this policy. If deposits are not priced in response to market rates, a loss of deposits could occur which would negatively affect BHC's liquidity position. At December 31, 1997, BHC's cumulative one year interest rate-sensitivity gap ratio was 95%. BHC's targeted ratio is 80% to 120% in this time horizon. This indicates that BHC's interest-earning assets will reprice during this period at a rate slightly slower than BHC's interest-bearing liabilities. BHC is within its targeted parameters and net interest income should not be significantly affected by changes in interest rates. It is also noted that over 83% of BHC's certificates of deposit greater than $100,000 mature within the one year time horizon. The majority of these deposits are from established customers. It is management's belief that as long as BHC pays the prevailing market rate on these type deposits, BHC's liquidity, while not assured, will not be negatively affected. The following table sets forth the distribution of the repricing of BHC's interest-earning assets and interest-bearing liabilities as of December 31, 1997, the interest rate-sensitivity gap, the cumulative interest rate-sensitivity gap, the interest rate-sensitivity gap ratio and the cumulative interest rate-sensitivity gap ratio. The table also sets forth the time periods in which earning assets and liabilities will mature or may reprice in accordance with their contractual terms. However, the table does not necessarily indicate the impact of general interest rate movements on the net interest margin since the repricing of various categories of assets and liabilities is subject to competitive pressures and the needs of BHC's customers. In addition, various assets and liabilities indicated as repricing within the same period may in fact, reprice at different times within such period and at different rates. -24-
After After Three One Months Year but Within but Within After Three Within Five Five Months One Year Years Years Total Interest-earning assets: Federal funds sold $ 5,350 $ -- $ -- $ -- $ 5,350 Securities 3,467 5,297 7,967 6,483 23,214 Loans 43,430 19,512 30,429 662 94,033 ------- ------- ------- ------- -------- 52,247 24,809 38,396 7,145 122,597 ------- ------- ------- ------- -------- Interest-bearing liabilities: Interest-bearing demand deposits 16,237 -- -- -- 16,237 Savings 4,826 -- -- -- 4,826 Certificates, less than $100,000 9,668 32,860 18,314 -- 60,842 Certificates $100,000 and over 5,331 11,232 3,389 -- 19,952 Federal funds purchased 1,245 -- -- -- 1,245 Debentures payable -- 15 47 -- 62 ------- ------- ------- ------- -------- 37,307 44,107 21,750 -- 103,164 ------- ------- ------- ------- -------- Interest rate sensitivity gap $14,940 $(19,298) $16,656 $ 7,145 $ 19,433 ======= ======== ======= ======= ======== Cumulative interest rate sensitivity gap $14,940 $ (4,358) $12,288 $19,433 ======= ======== ======= ======= Interest rate sensitivity gap ratio 1.40 0.56 1.77 -- ======= ======== ======= ======= Cumulative interest rate sensitivity gap ratio 1.40 0.95 1.12 1.19 ======= ======== ======= =======
Capability of BHC's Data Processing Software to Accommodate the Year 2000 - ------------------------------------------------------------------------- Like many financial institutions, BHC and its subsidiaries rely upon computers for the daily conduct of their business and for data processing generally. There is concern among industry experts that commencing on January 1, 2000, computers will be unable to "read" the new year and that there may be widespread computer malfunctions. Management of BHC has assessed the electronic systems, programs, applications and other electronic components used in the operations of BHC and believes that BHC's hardware and software has been programmed to be able to accurately recognize the year 2000, and that significant additional costs will not be incurred in connection with the year 2000 issue, although there can be no assurance in this regard. -25- SELECTED FINANCIAL INFORMATION AND STATISTICAL DATA The tables and schedules on the following pages set forth certain significant financial information and statistical data with respect to: the distribution of assets, liabilities and common stockholders' equity of BHC, the interest rates and interest differentials experienced by BHC; the investment portfolio of BHC the loan portfolio of BHC, including types of loans, maturities, and sensitivities of loans to changes in interest rates and information on nonperforming loans; summary of the loan loss experience and reserves for loan losses of BHC; types of deposits of BHC and the return on equity and assets for BHC. -26- DISTRIBUTION OF ASSETS, LIABILITIES, AND COMMON STOCKHOLDERS' EQUITY: INTEREST RATES AND INTEREST DIFFERENTIALS AVERAGE BALANCES The condensed average balance sheets for the periods indicated are presented below. (1) Year Ended December 31, 1997 1996 (Dollars in Thousands) ASSETS Cash and due from banks $ 3,030 $ 3,086 Taxable securities 21,975 19,929 Nontaxable securities 611 326 Securities valuation account (291) (371) Federal funds sold 4,310 3,610 Loans (2) 87,173 78,145 Reserve for loan losses (874) (868) Other assets 9,338 7,808 -------- -------- $125,272 $111,665 ======== ======== Total interest-earning assets $114,069 $102,010 ======== ======== LIABILITIES AND COMMON STOCKHOLDERS' EQUITY Deposits: Noninterest-bearing demand $ 15,166 $ 14,084 Interest-bearing demand 16,529 16,193 Savings 5,016 5,126 Time 72,772 61,982 -------- -------- Total deposits 109,483 97,385 Federal funds purchased 500 202 Note payable -- 250 Debentures payable 77 92 Other liabilities 2,123 1,827 -------- -------- Total liabilities 112,183 99,758 -------- -------- Preferred stock 2,446 2,446 -------- -------- Common stockholders' equity 10,643 9,463 -------- -------- $125,272 $111,665 ======== ======== Total interest-bearing liabilities $ 94,894 $ 83,845 ======== ========
(1) Average balances were determined using the daily average balances during the year for each category. (2) Average loans include nonaccrual loans and are stated net of unearned income. -27- INTEREST INCOME AND INTEREST EXPENSE The following table sets forth the amount of BHC's interest income and interest expense for each category of interest-earning assets and interest-bearing liabilities and the average interest rate for total interest-earning assets and total interest-bearing liabilities, net interest and net yield on average interest-earning assets.
- - - - -Year Ended December 31,- - - - - 1997 1996 Average Average Interest Rate Interest Rate (Dollars in Thousands) INTEREST INCOME: Interest and fees on loans (1) $ 9,693 11.12% $8,622 11.03% Interest on taxable securities 1,304 5.93 1,139 5.71 Interest on nontaxable securities (2) 34 5.48 22 6.86 Interest on Federal funds sold 238 5.53 196 5.42 ------- ------ Total interest income 11,269 9.88 9,979 9.78 ------- ------ INTEREST EXPENSE: Interest on interest-bearing demand deposits 538 3.25 542 3.35 Interest on savings deposits 155 3.08 162 3.15 Interest on time deposits 4,404 6.05 3,741 6.04 Interest on Federal funds purchased 20 4.11 13 6.54 Interest on note payable -- -- 24 9.76 Interest on debentures 6 8.00 7 8.27 ------- ------ Total interest expense 5,123 5.40 4,489 5.35 ------- ------ NET INTEREST INCOME $ 6,146 $5,490 ======= ====== Net interest spread 4.48% 4.43% ==== ==== Net yield on average interest-earning assets 5.39% 5.38% ==== ====
(1) Interest and fees on loans includes $922,000 and $897,000 of loan fee income for the years ended December 31, 1997 and 1996, respectively. There was $4,000 of interest income recognized on nonaccrual loans during 1997 and none in 1996. (2) Yields on nontaxable securities have not been computed on a tax equivalent basis. -28- RATE AND VOLUME ANALYSIS The following table describes the extent to which changes in interest rates and changes in volume of interest-earning assets and interest-bearing liabilities have affected BHC's interest income and expense during the year indicated. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to (1) change in volume (change in volume multiplied by old rate); (2) change in rate (change in rate multiplied by old volume); and (3) a combination of change in rate and change in volume. The changes in interest income and interest expense attributable to both volume and rate have been allocated proportionately on a consistent basis to the change due to volume and the change due to rate.
Year Ended December 31, 1997 vs. 1996 Changes Due to: Increase Rate Volume (Decrease) (Dollars in Thousands) Increase (decrease) in: Income from interest-earning assets: Interest and fees on loans $ 70 $1,001 $1,071 Interest on taxable securities 45 120 165 Interest on nontaxable securities (5) 17 12 Interest on Federal funds sold 4 38 42 ---- ------ ------ Total interest income 114 1,176 1,290 ---- ------ ------ Expense from interest-bearing liabilities: Interest on interest-bearing demand deposits (15) 11 (4) Interest on savings deposits (4) (3) (7) Interest on time deposits 10 653 663 Interest on Federal funds purchased (6) 13 7 Interest on note payable -- (24) (24) Interest on debentures -- (1) (1) ---- ------ ------ Total interest expense (15) 649 634 ---- ------ ------ Net interest income $129 $ 527 $ 656 ==== ====== ======
-29- INVESTMENT PORTFOLIO TYPES OF INVESTMENTS The carrying amounts of securities at the dates indicated, which are all classified as available for sale, are summarized as follows:
December 31, 1997 1996 (Dollars in Thousands) U.S. Treasury and other U.S. Government agencies and corporations $18,917 $16,551 Municipal securities 807 643 Mortgage-backed securities 2,842 3,576 Equity securities 648 625 ------- ------- $23,214 $21,395 ======= =======
MATURITIES The amounts of securities in each category as of December 31, 1997 are shown in the following table according to contractual maturity classifications (1) one year or less, (2) after one year through five years, (3) after five years through ten years and (4) after ten years. Equity securities are not included in the table because they have no contractual maturity.
After one year After five years One year or less through five years through ten years After ten years Total Amount Yield(1) Amount Yield(1) Amount Yield(1) Amount Yield(1) Amount Yield(1) U.S. Treasury and other U.S. Government agencies and corporations $4,215 4.79% $8,550 5.74% $6,152 6.62% $ -- --% $18,917 5.81% Municipal securities (2) 72 6.78 418 5.34 22 7.75 295 4.83 807 5.35 Mortgage-backed securities -- -- -- -- -- -- 2,842 5.04 2,842 5.04 ------ ------ ------ ------ ------- $4,287 4.82 $8,968 5.72 $6,174 6.62 $3,137 5.02 $22,566 5.70 ====== ====== ====== ====== =======
(1) Yields are 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 carrying value of each security in that range. (2) Yields on municipal securities have not been computed on a tax equivalent basis. -30- LOAN PORTFOLIO TYPES OF LOANS The amount of loans outstanding at the indicated dates are shown in the following table according to the type of loan.
December 31, 1997 1996 (Dollars in Thousands) Commercial and financial $ 9,050 $ 5,269 Real estate-construction 18,928 19,441 Real estate-mortgage 55,732 49,834 Consumer installment loans and other 10,323 8,706 ------- ------- 94,033 83,250 Less allowance for loan losses (1,424) (882) ------- ------- Net loans $92,609 $82,368 ======= =======
MATURITIES AND SENSITIVITIES OF LOANS TO CHANGES IN INTEREST RATES Total loans as of December 31, 1997 are shown in the following table according to contractual maturity classifications (1) one year or less, (2) after one year through five years, and (3) after five years. The disclosure of loans by the required categories, commercial and financial and real estate - construction, is not available and would involve undue burden and expense to the Company. In making this determination, the Company has considered the estimated cost to compile the required information and its current electronic data processing capability.
(Dollars in Thousands) Maturity: One year or less $55,524 After one year through five years 37,550 After five years 959 ------- $94,033 =======
The following table summarizes loans at December 31, 1997 with the due dates after one year which have predetermined and floating or adjustable interest rates.
(Dollars in Thousands) Predetermined interest rates $36,568 Floating or adjustable interest rates 1,941 ------- $38,509 =======
-31- RISK ELEMENTS Information with respect to nonaccrual, past due, and restructured loans at December 31, 1997 and 1996 is as follow: December 31, 1997 1996 (Dollars in Thousands) Nonaccrual loans $ 559 $ 51 Loans contractually past due ninety days of more as to interest or principal payments and still accruing 76 126 Restructured loans -- -- Loans, now current about which there are serious doubts as to the ability of the borrower to comply with loan repayment terms -- -- Interest income that would have been recorded on nonaccrual and restructured loans under original terms 15 4 Interest income that was recorded on nonaccrual and restructured loans 4 -- It is the policy of the Banks to discontinue the accrual of interest income when, in the opinion of management, collection of such interest becomes doubtful. This status is accorded such interest when (1) there is a significant deterioration in the financial condition of the borrower and full repayment of principal and interest is not expected and (2) the principal or interest is more than ninety days past due, unless the loan is both well-secured and in the process of collection. The interest income information on nonaccrual and restructured loans in the above table is not comparable with the interest income information on impaired loans as disclosed in Note 3 of the financial statements. The above table includes interest income information only on nonaccrual and restructured loans that were outstanding at the end of the year. The financial statements include interest income information on impaired loans that were outstanding throughout the year. Also, the interest income information in the above table represents the interest that could have been earned during the entire year. The interest income information on impaired loans in the financial statements represents the interest that was recognized only during the period of impairment. Loans classified for regulatory purposes as loss, doubtful, substandard, or special mention that have not been included in the table above do not represent or result from trends or uncertainties which management reasonably expects will materially impact future operating results, liquidity, or capital resources. These classified loans do not represent material credits about which management is aware of any information which causes management to have serious doubts as to the ability of such borrowers to comply with the loan repayment terms. -32- SUMMARY OF LOAN LOSS EXPERIENCE The following table summarizes average loan balances for each year determined using the daily average balances during the year; changes in the allowance for loan losses arising from loans charged off and recoveries on loans previously charged off; additions to the allowance which have been charged to operating expense; and the ratio of net charge-offs during the period to average loans. Years Ended December 31, 1997 1996 (Dollars in Thousands) Average amount of loans outstanding $ 87,173 $ 78,145 ====== ====== Balance of allowance for loan losses at beginning of period $ 882 $ 868 ------ ------ Loans charged off Commercial and financial 88 -- Real estate mortgage 112 104 Installment 206 73 ------ ------ 406 177 ------ ------ Loans recovered Commercial and financial -- -- Real estate mortgage -- 29 Installment 33 17 ------ ------ 33 46 ------ ------ Net charge-offs 373 131 ------ ------ Additions to allowance charged to operating expense during period 915 145 ------ ------ Balance of allowance for loan losses at end of period $ 1,424 $ 882 ====== ====== Ratio of net loans charged off during the period to average loans outstanding 0.43% 0.17% ====== ====== ALLOWANCE FOR LOAN LOSSES The allowance for loan losses is maintained at a level that is deemed appropriate by management to adequately cover all known and inherent risks in the loan portfolio. Management's evaluation of the loan portfolio includes a periodic review of loan loss experience, current economic conditions which may affect the borrower's ability to pay and the underlying collateral value of the loans. -33- As of December 31, 1997 and 1996, management had made no allocations of its allowance for loan losses to specific categories of loans. Based on management's best estimate, the allocation of the allowance for loan losses to types of loans, as of the indicated dates, is as follows: December 31, 1997 December 31, 1996 Percent of loans in Percent of loans in each category each category Amount to total loans Amount to total loans (Dollars in Thousands) Commercial and financial $ 142 10% $ 89 6% Real estate - construction 214 20 132 23 Real estate - mortgage 641 59 397 60 Consumer installment loans and other 427 11 264 11 ----- --- --- --- $1,424 100% 882 100% ===== === === === -34- DEPOSITS Average amount of deposits and average rates paid thereon, classified as to noninterest-bearing demand deposits, interest-bearing demand deposits, savings deposits, and time deposits, for the years indicated are presented below. (1) Year Ended December 31, 1997 1996 Amount Percent Amount Percent (Dollars in Thousands) Noninterest-bearing demand deposits $ 15,166 --% $ 14,084 --% Interest-bearing demand deposits 16,529 3.25 16,193 3.35 Savings deposits 5,016 3.08 5,126 3.15 Time deposits 72,772 6.05 61,982 6.04 -------- -------- Total deposits $109,483 $ 97,385 ======== ======== (1) Average balances were determined using the daily average balances during the year for each category. The amounts of time certificates of deposit issued in amounts of $100,000 or more as of December 31, 1997 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. (Dollars in Thousands) Three months or less $ 5,331 Over three months through six months 5,114 Over six through twelve months 6,118 Over twelve months 3,389 ------ Total $ 19,952 ====== RETURN ON ASSETS AND COMMON STOCKHOLDERS' EQUITY The following rate of return information for the years indicated is presented below. Year Ended December 31, 1997 1996 Return on asets (1) 0.97% 1.29% Return on equity (2) 11.45 15.24 Dividend payout ratio (3) 13.59 11.16 Equity to assets ratio (4) 8.50 8.47 (1) Net income divided by average total assets. (2) Net income divided by average equity. (3) Dividends declared per share of common stock divided by net income per share. (4) Average common equity divided by average total assets. SEVEN. FINANCIAL STATEMENTS. [Financial Statements begin on next page.] THE BANK HOLDING COMPANY AND SUBSIDIARIES CONSOLIDATED FINANCIAL REPORT DECEMBER 31, 1997 THE BANK HOLDING COMPANY AND SUBSIDIARIES CONSOLIDATED FINANCIAL REPORT DECEMBER 31, 1997 - -------------------------------------------------------------------------------- TABLE OF CONTENTS Page INDEPENDENT AUDITOR'S REPORT.................................................1 FINANCIAL STATEMENTS Consolidated balance sheets.............................................2 Consolidated statements of income.......................................3 Consolidated statements of common stockholders' equity..................4 Consolidated statements of cash flows.............................5 and 6 Notes to consolidated financial statements...........................7-31 INDEPENDENT AUDITOR'S REPORT - -------------------------------------------------------------------------------- To the Board of Directors The Bank Holding Company and Subsidiaries Griffin, Georgia We have audited the accompanying consolidated balance sheets of The Bank Holding Company and subsidiaries as of December 31, 1997 and 1996, and the related consolidated statements of income, common stockholders' equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits 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 financial position of The Bank Holding Company and subsidiaries as of December 31, 1997 and 1996, and the results of their operations and their cash flows for the years then ended, in conformity with generally accepted accounting principles. /s/ MAULDIN & JENKINS, LLC Atlanta, Georgia January 29, 1998 THE BANK HOLDING COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 1997 AND 1996 - --------------------------------------------------------------------------------
1997 1996 ------------- ------------- Assets Cash and due from banks $ 4,268,855 $ 3,499,104 Federal funds sold 5,350,000 3,220,000 Securities available-for-sale 23,213,836 21,394,698 Loans held for sale 3,375,039 2,141,508 Loans 90,657,653 81,107,868 Less allowance for loan losses 1,423,667 881,669 ------------- ------------- Loans, net 89,233,986 80,226,199 Premises and equipment 3,612,654 3,921,140 Goodwill 2,184,766 2,369,395 Other assets 2,382,116 1,795,896 ------------- ------------- Total assets $ 133,621,252 $ 118,567,940 ============= ============= Liabilities, Redeemable Preferred Stock and Common Stockholders' Equity Deposits Noninterest-bearing demand $ 15,113,355 $ 14,786,177 Interest-bearing demand 16,236,915 17,187,466 Savings 4,826,295 4,945,149 Time, $100,000 and over 19,951,974 14,569,755 Other time 60,841,520 52,953,510 ------------- ------------- Total deposits 116,970,059 104,442,057 Federal funds purchased and securities sold under repurchase agreements 1,244,950 0 Debentures payable 61,539 76,924 Other liabilities 1,898,622 1,588,375 ------------- ------------- Total liabilities 120,175,170 106,107,356 ------------- ------------- Commitments and contingent liabilities Redeemable 8% preferred stock, par value $60; 50,000 shares authorized; 40,770 issued and outstanding 2,446,200 2,446,200 ------------- ------------- Common stockholders' equity Common stock, par value $5; 10,000,000 shares authorized; 556,525 issued and outstanding 2,782,625 2,782,625 Capital surplus 4,491,861 4,491,861 Retained earnings 3,807,146 2,922,890 Unrealized losses on securities available-for-sale, net of tax (81,750) (182,992) ------------- ------------- Total common stockholders' equity 10,999,882 10,014,384 ------------- ------------- Total liabilities, redeemable preferred stock and common stockholders' equity $ 133,621,252 $ 118,567,940 ============= =============
See Notes to Consolidated Financial Statements. 2 THE BANK HOLDING COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME YEARS ENDED DECEMBER 31, 1997 AND 1996 - -------------------------------------------------------------------------------- 1997 1996 ------------ ------------ Interest income Loans $ 9,693,454 $ 8,622,293 Taxable securities 1,304,373 1,138,865 Nontaxable securities 33,459 22,351 Federal funds sold 238,394 195,786 ------------ ------------ Total interest income 11,269,680 9,979,294 ------------ ------------ Interest expense Deposits 5,096,494 4,444,300 Federal funds purchased and securities sold under repurchase agreements 20,560 13,235 Note payable -- 24,407 Debentures payable 6,154 7,573 ------------ ------------ Total interest expense 5,123,208 4,489,515 ------------ ------------ Net interest income 6,146,472 5,489,779 Provision for loan losses 915,000 145,000 ------------ ------------ Net interest income after provision for loan losses 5,231,472 5,344,779 ------------ ------------ Other income Service charges on deposit accounts 548,513 541,106 Gain on sale of mortgage loans 471,596 544,854 Net realized gains on sale of securities available-for-sale 11,627 16,592 Other operating income 153,384 195,228 ------------ ------------ Total other income 1,185,120 1,297,780 ------------ ------------ Other expenses Salaries and employee benefits 1,984,966 2,084,304 Equipment and occupancy expenses 680,539 597,917 Goodwill amortization 184,628 184,628 Other operating expenses 1,557,529 1,354,625 ------------ ------------ Total other expenses 4,407,662 4,221,474 ------------ ------------ Income before income taxes 2,008,930 2,421,085 Income tax expense 789,847 979,063 ------------ ------------ Net income $ 1,219,083 $ 1,442,022 ============ ============ Basic earnings per common share $ 1.84 $ 2.24 ============ ============ See Notes to Consolidated Financial Statements. 3 THE BANK HOLDING COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDERS' EQUITY YEARS ENDED DECEMBER 31, 1997 AND 1996 - --------------------------------------------------------------------------------
Unrealized Losses on Securities Total Common Stock Available Common ------------------------ Capital Retained for Sale, Stockholders' Shares Par Value Surplus Earnings Net of Tax Equity ------ ------------ ------------ ------------ ------------ ------------ Balance, December 31, 1995 556,525 $ 2,782,625 $ 4,491,861 $ 1,815,695 $ (161,126) $ 8,929,055 Net income -- -- -- 1,442,022 -- 1,442,022 Cash dividends declared, $.25 per share -- -- -- (139,131) -- (139,131) Cash dividends on preferred stock -- -- -- (195,696) -- (195,696) Net change in unrealized losses on securities available-for-sale, net of tax -- -- -- -- (21,866) (21,866) ------- ------------ ------------ ------------ ----------- ------------ Balance, December 31, 1996 556,525 2,782,625 4,491,861 2,922,890 (182,992) 10,014,384 Net income -- -- -- 1,219,083 -- 1,219,083 Cash dividends declared, $.25 per share -- -- -- (139,131) -- (139,131) Cash dividends on preferred stock -- -- -- (195,696) -- (195,696) Net change in unrealized losses on securities available-for-sale, net of tax -- -- -- -- 101,242 101,242 ------- ------------ ------------ ------------ ----------- ------------ Balance, December 31, 1997 556,525 $ 2,782,625 $ 4,491,861 $ 3,807,146 $ (81,750) $ 10,999,882 ======= ============ ============ ============ =========== ============
See Notes to Consolidated Financial Statements. 4 THE BANK HOLDING COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 1997 AND 1996 - -------------------------------------------------------------------------------- 1997 1996 ------------ ------------ OPERATING ACTIVITIES: Net income $ 1,219,083 $ 1,442,022 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 298,511 267,412 Amortization of intangible assets 184,628 188,796 Provision for loan losses 915,000 145,000 Provision for bond losses 25,000 -- Deferred income taxes (176,556) 3,988 Net increase in loans held for sale (1,233,531) (749,032) Net realized gains on sale of securities available-for-sale (11,627) (16,592) (Gain) loss on sales of other real estate 64,438 (2,322) Gain on sale of premises and equipment (9,338) -- Increase in interest receivable (426,320) (133,245) Increase in interest payable 319,572 142,921 Other operating activities (275,479) (11,591) ------------ ------------ Net cash provided by operating activities 893,381 1,277,357 ------------ ------------ INVESTING ACTIVITIES Purchases of securities available-for-sale (14,242,295) (8,740,975) Proceeds from sales of securities available-for-sale 515,625 2,199,813 Proceeds from maturities of securities available-for-sale 12,057,452 4,752,949 Net increase in Federal funds sold (2,130,000) (830,000) Net increase in loans (10,299,216) (7,225,647) Purchase of premises and equipment (115,198) (852,338) Proceeds from sale of premises and equipment 134,511 -- Proceeds from sales of other real estate 532,751 502,167 ------------ ------------ Net cash used in investing activities (13,546,370) (10,194,031) ------------ ------------ FINANCING ACTIVITIES Net increase in deposits 12,528,002 9,300,396 Net increase in Federal funds purchased and securities sold under repurchase agreements 1,244,950 -- Repayment of note and debentures payable (15,385) (514,616) Dividends paid (334,827) (334,827) ------------ ------------ Net cash provided by financing activities 13,422,740 8,450,953 ------------ ------------ 5 THE BANK HOLDING COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 1997 AND 1996 - -------------------------------------------------------------------------------- 1997 1996 ------------ ------------ Net increase (decrease) in cash and due from banks $ 769,751 $ (465,721) Cash and due from banks at beginning of year 3,499,104 3,964,825 ------------ ------------ Cash and due from banks at end of year $ 4,268,855 $ 3,499,104 ============ ============ SUPPLEMENTAL DISCLOSURES Cash paid for: Interest $ 4,803,636 $ 4,346,594 Income taxes $ 1,056,533 $ 918,394 NONCASH TRANSACTIONS Unrealized (gains) losses on securities available-for-sale $ (163,293) $ 39,392 Principal balances of loans transferred to other real estate $ 376,429 $ 547,794 See Notes to Consolidated Financial Statements. 6 THE BANK HOLDING COMPANY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Business The Bank Holding Company (the Company) is a multi-bank holding company whose business is conducted by its wholly-owned subsidiaries, The Bank of Spalding County and First Community Bank of Henry County (the Banks). The Banks are commercial banks located in Griffin, Spalding County, Georgia and McDonough, Henry County, Georgia, respectively. The Banks provide a full range of banking services in its primary market areas of Spalding and Henry counties and surrounding counties. Basis of Presentation The consolidated financial statements include the accounts of the Company and its subsidiaries. Significant intercompany transactions and accounts are eliminated in consolidation. The accounting and reporting policies of the Company conform to generally accepted accounting principles and general practices within the financial services industry. In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts and disclosures of assets and liabilities as of the date of the balance sheet and revenues and expenses for the period. Actual results could differ from those estimates. Cash and Due From Banks Cash on hand, cash items in process of collection, and amounts due from banks are included in cash and due from banks. The Company maintains amounts due from banks which, at times, may exceed Federally insured limits. The Company has not experienced any losses in such accounts. 7 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Securities Securities are classified based on management's intention on the date of purchase. Securities which management has the intent and ability to hold to maturity are classified as held-to-maturity and reported at amortized cost. All other debt securities are classified as available-for-sale and carried at fair value with net unrealized gains and losses included in stockholders' equity, net of tax. Equity securities without a readily determinable fair value are carried at cost. Interest and dividends on securities, including amortization of premiums and accretion of discounts, are included in interest income. Realized gains and losses from the sales of securities are determined using the specific identification method. Loans Held for Sale Loans held for sale consist of mortgage loans and are carried at the lower of aggregate cost or fair value. These loans are sold to investors who purchase the loans with "locked in" interest rates agreed to by the investors and the Company prior to closing, thereby reducing the Company's exposure to interest rate risk. These loans are sold without recourse, and no servicing rights are retained. The gain or loss on the sale of these loans are recognized at the time the loans are funded by the investor. Loans Loans are carried at their principal amounts outstanding less the allowance for loan losses. Interest income on loans is credited to income based on the principal amount outstanding. Loan origination fees and certain direct costs of loans are recognized at the time the loan is recorded. Because net origination loan fees and costs are not material, the results of operations are not materially different than the results which would be obtained by accounting for loan fees and costs in accordance with generally accepted accounting principles. 8 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Loans (Continued) The allowance for loan losses is maintained at a level that management believes to be adequate to absorb potential losses in the loan portfolio. Management's determination of the adequacy of the allowance is based on an evaluation of the portfolio, past loan loss experience, current economic conditions, volume, growth, composition of the loan portfolio, and other risks inherent in the portfolio. In addition, regulatory agencies, as an integral part of their examination process, periodically review the Company's allowance for loan losses, and may require the Company to record additions to the allowance based on their judgment about information available to them at the time of their examinations. The accrual of interest on impaired loans is discontinued when, in management's opinion, the borrower may be unable to meet payments as they become due. Interest income is subsequently recognized only to the extent cash payments are received. A loan is impaired when it is probable the Company will be unable to collect all principal and interest payments due in accordance with the terms of the loan agreement. Individually identified impaired loans are measured based on the present value of payments expected to be received, using the contractual loan rate as the discount rate. Alternatively, measurement may be based on observable market prices or, for loans that are solely dependent on the collateral for repayment, measurement may be based on the fair value of the collateral. If the recorded investment in the impaired loan exceeds the measure of fair value, a valuation allowance is established as a component of the allowance for loan losses. Changes to the valuation allowance are recorded as a component of the provision for loan losses. Premises and Equipment Premises and equipment are stated at cost less accumulated depreciation. Depreciation is computed principally by the straight-line method over the estimated useful lives of the assets. 9 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Goodwill Goodwill represents the excess of the acquisition cost of First Community Bank of Henry County over the fair value of the net assets acquired less accumulated amortization. Goodwill is being amortized on the straight-line method over a period of fifteen years. Other Real Estate Owned Other real estate owned represents properties acquired through foreclosure. Other real estate owned is held for sale and is carried at the lower of the recorded amount of the loan or fair value of the properties less estimated selling costs. Any write-down to fair value at the time of transfer to other real estate owned is charged to the allowance for loan losses. Subsequent gains or losses on sale and any subsequent adjustment to the value are recorded as other expenses. Income Taxes Income tax expense consists of current and deferred taxes. Current income tax provisions approximate taxes to be paid or refunded for the applicable year. Deferred tax assets and liabilities are recognized for the temporary differences between the bases of assets and liabilities as measured by tax laws and their bases as reported in the financial statements. Deferred tax expense or benefit is then recognized for the change in deferred tax assets or liabilities between periods. Recognition of deferred tax balance sheet amounts is based on management's belief that it is more likely than not that the tax benefit associated with certain temporary differences, tax operating loss carryforwards and tax credits will be realized. A valuation allowance would be recorded for those deferred tax items for which it is more likely than not that realization would not occur. The Company and the Banks file a consolidated income tax return. Each entity provides for income taxes based on its contribution to income taxes (benefits) of the consolidated group. 10 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Earnings Per Common Share Basic earnings per common share are computed by dividing net income available to common stockholders by the weighted-average number of shares of common stock outstanding. Diluted earnings per share are computed by dividing net income available to common stockholders by the sum of the weighted-average number of shares of common stock outstanding and potential common shares. Potential common shares consist of stock options. Recent Accounting Pronouncements The Financial Accounting Standards Board (FASB) has issued, and the Company has adopted, Statement of Financial Accounting Standards (SFAS) No. 125, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities". SFAS No. 125 was amended by SFAS No. 127, which defers the effective date of certain provisions of SFAS No. 125 until January 1, 1998. This statement provides accounting and reporting standards for transfers and servicing of financial assets and extinguishments of liabilities based on consistent application of a financial-components approach that focuses on control. It distinguishes transfers of financial assets that are sales from transfers that are secured borrowings. The adoption of this statement did not have a material effect on the Company's financial statements. The FASB has issued, and the Company has adopted, SFAS No. 128, "Earnings Per Share". SFAS No. 128 supersedes Accounting Principles Board Opinion No. 15 "Earnings Per Share" and specifies the computation, presentation, and disclosure requirements for earnings per share (EPS) for entities with publicly held common stock or potential issuable common stock. SFAS No. 128 replaces the presentation of primary EPS with a presentation of basic EPS and fully diluted EPS with diluted EPS. It also requires dual presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator for the basic EPS computation to the numerator and denominator of the diluted EPS computation. SFAS No. 128 is effective for financial statements for both interim and annual periods ending after December 15, 1997. The adoption of this statement did not have a material effect on the Company's financial statements. 11 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Recent Accounting Pronouncements (Continued) The FASB has issued SFAS No. 130, "Reporting Comprehensive Income". This statement establishes standards for reporting and display of comprehensive income and its components in the financial statements. SFAS No. 130 requires all items that are required to be recognized under accounting standards as components of comprehensive income to be reported in a financial statement that is displayed in equal prominence with the other financial statements. The term "comprehensive income" is used in the SFAS to describe the total of all components of comprehensive income including net income. "Other comprehensive income" refers to revenues, expenses, gains and losses that are included in comprehensive income but excluded from earnings under current accounting standards. Currently, "other comprehensive income" for the Company consists of items previously recorded directly in equity under SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities". SFAS No. 130 is effective for periods beginning after December 15, 1997. NOTE 2. SECURITIES The amortized cost and fair value of securities are summarized as follows:
Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Value ---------------- -------------- ---------------- ---------------- Securities Available-for-Sale December 31, 1997: U. S. Government and agency securities $ 18,989,098 $ 40,937 $ (113,478) $ 18,916,557 State and municipal securities 805,870 3,418 (2,397) 806,891 Mortgage-backed securities 2,902,252 13,539 (73,873) 2,841,918 Equity securities 648,470 -- -- 648,470 ---------------- -------------- ---------------- ---------------- $ 23,345,690 $ 57,894 $ (189,748) $ 23,213,836 ================ ============== ================ ================
12 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- NOTE 2. SECURITIES (Continued)
Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Value ---------------- -------------- ---------------- ---------------- December 31, 1996: U. S. Government and agency securities $ 16,743,610 $ 13,299 $ (205,697) $ 16,551,212 State and municipal securities 642,033 6,162 (5,644) 642,551 Mortgage-backed securities 3,679,233 17,222 (120,490) 3,575,965 Equity securities 624,970 -- -- 624,970 ---------------- -------------- ---------------- ---------------- $ 21,689,846 $ 36,683 $ (331,831) $ 21,394,698 ================ ============== ================ ================
The amortized cost and fair value of securities as of December 31, 1997 by contractual maturity are shown below. Maturities may differ from contractual maturities in mortgage-backed securities because the mortgages underlying the securities may be called or prepaid with or without penalty. Therefore, these securities and equity securities are not included in the maturity categories in the following summary.
Securities Available-for-Sale -------------------------------------- Amortized Fair Cost Value ------------------ ----------------- Due in one year or less $ 4,314,821 $ 4,286,891 Due from one year to five years 9,016,849 8,967,754 Due from five to ten years 6,167,303 6,173,799 Due in over ten years 295,995 295,004 Mortgage-backed securities 2,902,252 2,841,918 Equity securities 648,470 648,470 ------------------ ----------------- $ 23,345,690 $ 23,213,836 ================== =================
Securities with a carrying value of $11,521,000 and $8,128,000 at December 31, 1997 and 1996, respectively, were pledged to secure public deposits and for other purposes. 13 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- NOTE 2. SECURITIES (Continued) Gains and losses on sales of securities available-for-sale consist of the following:
December 31, -------------------------------------- 1997 1996 ------------------ ----------------- Gross gains $ 11,627 $ 36,663 Gross losses -- (20,071) ------------------ ----------------- Net realized gains $ 11,627 $ 16,592 ================== =================
NOTE 3. LOANS AND ALLOWANCE FOR LOAN LOSSES The composition of loans is summarized as follows:
December 31, -------------------------------------- 1997 1996 ----------------- ----------------- Commercial, financial, and agricultural $ 9,050,000 $ 5,269,000 Real estate - construction 18,928,000 19,441,000 Real estate - mortgage 52,356,961 47,692,000 Consumer installment and other 10,322,692 8,705,868 ----------------- ----------------- 90,657,653 81,107,868 Allowance for loan losses (1,423,667) (881,669) ----------------- ----------------- Loans, net $ 89,233,986 $ 80,226,199 ================= =================
Changes in the allowance for loan losses are as follows:
December 31, -------------------------------------- 1997 1996 ----------------- ----------------- Balance, beginning of year $ 881,669 $ 868,197 Provision for loan losses 915,000 145,000 Loans charged off (405,787) (177,188) Recoveries of loans previously charged off 32,785 45,660 ----------------- ----------------- Balance, end of year $ 1,423,667 $ 881,669 ================= =================
14 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- NOTE 3. LOANS AND ALLOWANCE FOR LOAN LOSSES (Continued) The total recorded investment in impaired loans was $559,000 and $51,000 at December 31, 1997 and 1996, respectively. There were no impaired loans that had related allowances determined in accordance with Statement of Financial Accounting Standard No. 114, ("Accounting by Creditors for Impairment of a Loan") at December 31, 1997 and 1996. The average recorded investment in impaired loans for 1997 and 1996 was $306,000 and $54,000, respectively. Interest income on impaired loans recognized for cash payments received was not material for the years ended December 31, 1997 and 1996. The Company has granted loans to certain directors, executive officers, and their related entities. The interest rates on these loans were substantially the same as rates prevailing at the time of the transaction and repayment terms are customary for the type of loan involved. Changes in related party loans for the year ended December 31, 1997 are as follows: Balance, beginning of year $ 8,869,441 Advances 6,780,204 Repayments (6,481,475) ------------------ Balance, end of year $ 9,168,170 ================== NOTE 4. PREMISES AND EQUIPMENT Premises and equipment are summarized as follows:
December 31, --------------------------------------- 1997 1996 ----------------- ----------------- Land $ 755,045 $ 881,354 Buildings and leasehold improvements 3,101,331 3,107,681 Equipment 2,235,098 2,176,598 ----------------- ----------------- 6,091,474 6,165,633 Accumulated depreciation (2,478,820) (2,244,493) ----------------- ----------------- $ 3,612,654 $ 3,921,140 ================= =================
15 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- NOTE 5. LEASE COMMITMENTS The Bank of Spalding County's premises and equipment are located on land leased under a sixty year lease agreement. Rental expense incurred under this lease was $37,409 for the years ended December 31, 1997 and 1996. The lease is adjusted every five years based upon the change in the Consumer Price Index. The agreement requires the Bank to pay all property taxes and normal maintenance on the property. The total minimum rental commitment at December 31, 1997 under this lease is $1,795,632 which is due as follows: During the next five years $ 187,045 During the remaining term of the lease 1,608,587 ----------------- $ 1,795,632 ================= NOTE 6. DEBENTURES PAYABLE Debentures payable consist of the following:
December 31, ------------------------------------- 1997 1996 ---------------- ---------------- Debentures payable, due in annual installments of $15,385, interest payable semi-annually at prime (8.50% at December 31, 1997), unsecured $ 61,539 $ 76,924 ================ ================
NOTE 7. EMPLOYEE BENEFIT PLANS The Company has a 401(k) retirement plan covering substantially all employees. Contributions to the plan charged to expense during 1997 and 1996 amounted to $19,850 and $15,387, respectively. 16 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- NOTE 7. EMPLOYEE BENEFIT PLANS (Continued) The Company has granted stock options in 1997 to an executive officer of the Company under an employment agreement. The agreement provides for the purchase of 15,000 shares of common stock. The exercise price is based on the book value of the Company's common stock at the date of exercise. The weighted-average exercise price of $19.77 in the following table is based on the book value of the Company's common stock at December 31, 1997. The options are exercisable in 1,000 share annual increments.
December 31, 1997 --------------------------- Weighted- average Exercise Number Price ----------- -------------- Under option, beginning of year - $ - Granted 15,000 19.77 ----------- Under option, end of year 15,000 19.77 =========== Exercisable, end of year 1,000 19.77 =========== Weighted-average fair value of options granted during the year $6.46 =========== Weighted-average remaining contractual life in years (under option and exercisable) 10 ===========
As permitted by SFAS No. 123 ("Accounting for Stock-Based Compensation"), the Company recognizes compensation cost for stock- based employee compensation awards in accordance with APB Opinion No. 25, ("Accounting for Stock Issued to Employees"). The Company recognized no compensation cost for stock-based employee compensation awards for the years ended December 31, 1997 and 1996. If the Company had recognized compensation cost in accordance with SFAS No. 123, net income and earnings per share would have been reduced as follows: 17 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- NOTE 7. EMPLOYEE BENEFIT PLANS (Continued)
December 31, 1997 ---------------------------------- Net Income Available to Basic Common Earnings Stockholders Per Share --------------- --------------- As reported $ 1,023,387 $ 1.84 Stock-based compensation, net of related tax effect (4,020) (0.01) --------------- --------------- As adjusted $ 1,019,367 $ 1.83 =============== ===============
The fair value of the options granted during the year was based upon the discounted value of future cash flows of the options using the following assumptions: Risk-free rate 5.97% Expected life of the options 10 Years Expected dividends (as a percent of the fair value of the stock) 1.26% Volatility 5.60%
18 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- NOTE 8. INCOME TAXES The components of income tax expense are as follows:
December 31, ----------------------------------- 1997 1996 --------------- --------------- Current $ 966,413 $ 975,075 Deferred (176,566) 3,988 --------------- --------------- Income tax expense $ 789,847 $ 979,063 =============== ===============
The Company's income tax expense differs from the amounts computed by applying the Federal income tax statutory rates to income before income taxes. A reconciliation of the differences is as follows:
December 31, -------------------------------------------------------------- 1997 1996 ----------------------------- ----------------------------- Amount Percent Amount Percent --------------- ---------- ---------------- ---------- Income taxes at statutory rate $ 683,036 34 % $ 823,169 34 % Tax-exempt interest (9,656) - (7,543) - State income taxes 36,393 2 53,216 2 Goodwill amortization 62,774 3 62,774 2 Other items, net 17,300 - 47,447 2 --------------- ---------- ---------------- ---------- Income tax expense $ 789,847 39 % $ 979,063 40 % =============== ========== ================ ==========
19 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- NOTE 8. INCOME TAXES (Continued) The components of deferred income taxes are as follows:
December 31, ----------------------------------- 1997 1996 --------------- --------------- Deferred tax assets: Loan loss reserves $ 449,509 $ 266,545 Securities available-for-sale 50,105 112,156 Other 10,067 15,613 --------------- --------------- 509,681 394,314 --------------- --------------- Deferred tax liabilities, depreciation 275,295 274,443 --------------- --------------- Net deferred tax assets $ 234,386 $ 119,871 =============== ===============
NOTE 9. EARNINGS PER COMMON SHARE The following is a reconciliation of net income (the numerator) and weighted-average shares outstanding (the denominator) used in determining basic earnings per common share (EPS):
Year Ended December 31, 1997 --------------------------------------------------------- Net Weighted-Average Income Shares Per share (Numerator) (Denominator) Amount ---------------- ------------------- ---------------- Net income $ 1,219,083 Less: preferred stock dividends (195,696) ---------------- Basic EPS $ 1,023,387 556,525 $ 1.84 ================ ================= ================
20 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- NOTE 9. EARNINGS PER COMMON SHARE (Continued)
Year Ended December 31, 1996 ------------------------------------------------------ Weighted- Net Average Income Shares Per share (Numerator) (Denominator) Amount ---------------- ----------------- ---------------- Net income $ 1,442,022 Less: preferred stock dividends (195,696) ---------------- Basic EPS $ 1,246,326 556,525 $ 2.24 ================ ================= ================
NOTE 10. COMMITMENTS AND CONTINGENT LIABILITIES In the normal course of business, the Company has entered into off- balance-sheet financial instruments which are not reflected in the financial statements. These financial instruments include commitments to extend credit and standby letters of credit. Such financial instruments are included in the financial statements when funds are disbursed or the instruments become payable. These instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the balance sheet. The Company's exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments. A summary of the Company's commitments is as follows:
December 31, ------------------------------------ 1997 1996 ---------------- ---------------- Commitments to extend credit $ 21,789,000 $ 14,699,087 Standby letters of credit 1,800,378 1,247,629 ---------------- ---------------- $ 23,589,378 $ 15,946,716 ================ ================
21 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- NOTE 10. COMMITMENTS AND CONTINGENT LIABILITIES (Continued) Commitments to extend credit 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 credit risk involved in issuing these financial instruments is essentially the same as that involved in extending loans to customers. The Company evaluates each customer's creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management's credit evaluation of the customer. Collateral held varies but may include real estate and improvements, marketable securities, accounts receivable, inventory, equipment, and personal property. Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. Collateral held varies as specified above and is required in instances which the Company deems necessary. In the normal course of business, the Company is involved in various legal proceedings. In the opinion of management of the Company, any liability resulting from such proceedings would not have a material effect on the Company's financial statements. NOTE 11. CONCENTRATIONS OF CREDIT The Company originates primarily commercial, residential, and consumer loans to customers in Spalding and Henry counties and surrounding counties. The ability of the majority of the Company's customers to honor their contractual loan obligations is dependent on the economy in these areas. Seventy-nine percent of the Company's loan portfolio is concentrated in loans secured by real estate, of which a substantial portion is secured by real estate in the Company's primary market area. In addition, a substantial portion of the other real estate owned is located in those same markets. Accordingly, the ultimate collectibility of the loan portfolio and the recovery of the carrying amount of other real estate owned are susceptible to changes in market conditions in the Company's primary market area. The other significant concentrations of credit by type of loan are set forth in Note 3. 22 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- NOTE 11. CONCENTRATIONS OF CREDIT (Continued) The Banks, as a matter of policy, do not generally extend credit to any single borrower or group of related borrowers in excess of 25% of the Banks' statutory capital, which amounted to $1,069,000 for The Bank of Spalding County and $1,241,000 for First Community Bank of Henry County. NOTE 12. REGULATORY MATTERS The Banks are subject to certain restrictions on the amount of dividends that may be declared without prior regulatory approval. At December 31, 1997, approximately $639,000 of retained earnings were available for dividend declaration without regulatory approval. The Company and the Banks 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 financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and Banks must meet specific capital guidelines that involve quantitative measures of the assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The Company and Banks' 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 and the Banks to maintain minimum amounts and ratios of total and Tier I capital to risk-weighted assets and of Tier I capital to average assets. Management believes, as of December 31, 1997, the Company and the Banks meet all capital adequacy requirements to which they are subject. As of December 31, 1997, notification from the FDIC categorized the Banks as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Banks must maintain minimum total risk-based, Tier I risk-based, and Tier I leverage ratios as set forth in the following table. There are no conditions or events since that notification that management believes have changed the Banks' category. 23 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- NOTE 12. REGULATORY MATTERS (Continued) The Company and Banks' actual capital amounts and ratios are presented in the following table.
To Be Well For Capital Capitalized Under Adequacy Prompt Corrective Actual Purposes Action Provisions ------------------------- ---------------------- ----------------------- Amount Ratio Amount Ratio Amount Ratio ------------- ---------- ------------ -------- ------------- -------- (Dollars in Thousands) -------------------------------------------------------------------------- As of December 31, 1997: Total Capital (to Risk Weighted Assets): Consolidated $ 10,116 10.38% $ 7,800 8% $ 9,750 10% Spalding $ 5,821 14.01% $ 3,325 8% $ 4,156 10% Henry $ 6,412 11.51% $ 4,456 8% $ 5,570 10% Tier I Capital (to Risk Weighted Assets): Consolidated $ 8,897 9.13% $ 3,900 4% $ 5,850 6% Spalding $ 5,302 12.76% $ 1,663 4% $ 2,494 6% Henry $ 5,867 10.53% $ 2,228 4% $ 3,342 6% Tier I Capital (to Average Assets): Consolidated $ 8,897 6.84% $ 5,204 4% $ 6,505 5% Spalding $ 5,302 8.80% $ 2,410 4% $ 3,012 5% Henry $ 5,867 8.43% $ 2,785 4% $ 3,481 5%
24 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- NOTE 12. REGULATORY MATTERS (Continued)
To Be Well For Capital Capitalized Under Adequacy Prompt Corrective Actual Purposes Action Provisions ------------------------- ---------------------- ----------------------- Amount Ratio Amount Ratio Amount Ratio ------------- ---------- ------------ -------- ------------- -------- (Dollars in Thousands) -------------------------------------------------------------------------- As of December 31, 1996: Total Capital (to Risk Weighted Assets): Consolidated $ 8,708 10.06% $ 6,925 8% $ 8,656 10% Spalding $ 5,643 12.51% $ 3,609 8% $ 4,511 10% Henry $ 5,566 13.42% $ 3,318 8% $ 4,148 10% Tier I Capital (to Risk Weighted Assets): Consolidated $ 7,828 9.04% $ 3,464 4% $ 5,196 6% Spalding $ 5,113 11.33% $ 1,805 4% $ 2,708 6% Henry $ 5,216 12.58% $ 1,659 4% $ 2,488 6% Tier I Capital (to Average Assets): Consolidated $ 7,828 6.90% $ 4,538 4% $ 5,672 5% Spalding $ 5,113 8.39% $ 2,438 4% $ 3,047 5% Henry $ 5,216 9.94% $ 2,099 4% $ 2,624 5%
25 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- NOTE 13. PREFERRED STOCK The Company issued 40,770 shares of nonvoting, nonconvertible $60 par value preferred stock totaling $2,446,200 in connection with the acquisition of First Community Bank of Henry County. The preferred stock pays an 8% annual dividend which is cumulative but subordinate to the rights of trade creditors. Holders of the preferred shares will be entitled to redeem the shares on or after October 3, 2004. The Company has the right to redeem up to 20% of the preferred shares each year beginning on October 3, 1999. NOTE 14. FAIR VALUE OF FINANCIAL INSTRUMENTS The following methods and assumptions were used by the Company in estimating its fair value disclosures for financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using discounted cash flow methods. Those methods are significantly affected by the assumptions used, including the discount rates and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instrument. The use of different methodologies may have a material effect on the estimated fair value amounts. Also, the fair value estimates presented herein are based on pertinent information available to management as of December 31, 1997 and 1996. Such amounts have not been revalued for purposes of these financial statements since those dates and, therefore, current estimates of fair value may differ significantly from the amounts presented herein. Cash, Due From Banks, and Federal Funds Purchased and Sold: The carrying amounts of cash, due from banks, and Federal funds purchased and sold approximate their fair value. Securities: Fair values for securities are based on quoted market prices. The carrying values of equity securities with no readily determinable fair value approximate fair values. 26 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- NOTE 14. FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued) Loans: For variable-rate loans that reprice frequently and have no significant change in credit risk, fair values are based on carrying values. For other loans, the fair values are estimated using discounted cash flow methods, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. Fair values for impaired loans are estimated using discounted cash flow methods or underlying collateral values. Deposits: The carrying amounts of demand deposits, savings deposits, and variable-rate certificates of deposit approximate their fair values. Fair values for fixed-rate certificates of deposit are estimated using discounted cash flow methods, using interest rates currently being offered on certificates. Debentures Payable: The carrying amount of debentures payable approximates its fair value. Accrued Interest: The carrying amount of accrued interest approximate their fair values. Preferred Stock: The carrying amount of preferred stock approximates its fair value. Off-Balance Sheet Instruments: Fair values of the Company's off-balance sheet financial instruments are based on fees charged to enter into similar agreements. However, commitments to extend credit and standby letters of credit do not represent a significant value to the Company until such commitments are funded. The Company has determined that these instruments do not have a distinguishable fair value and no fair value has been assigned. 27 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- NOTE 14. FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued) The estimated fair values of the Company's financial instruments were as follows:
December 31, 1997 December 31, 1996 ------------------------------------ ----------------------------------- Carrying Fair Carrying Fair Amount Value Amount Value ----------------- ----------------- ---------------- ----------------- Financial assets: Cash, due from banks, and Federal funds sold $ 9,618,855 $ 9,618,855 $ 6,719,104 $ 6,719,104 Securities available-for-sale 23,213,836 23,213,836 21,394,698 21,394,698 Loans held for sale 3,375,039 3,375,039 2,141,508 2,141,508 Loans 89,233,986 92,239,931 80,226,199 81,532,000 Accrued interest receivable 1,583,582 1,583,582 1,157,262 1,157,262 Financial liabilities: Deposits 116,970,059 117,364,004 104,442,057 105,050,792 Federal funds purchased and securities sold under repurchase agreements 1,244,950 1,244,950 -- -- Debentures payable 61,539 61,539 76,924 76,924 Accrued interest payable 1,853,673 1,853,673 1,534,301 1,534,301 Preferred stock 2,446,200 2,446,200 2,446,200 2,446,200
NOTE 15. SUPPLEMENTAL FINANCIAL DATA Components of other operating expenses in excess of 1% of income are as follows: December 31, --------------------------------------- 1997 1996 ------------------ ----------------- Data processing $ 202,482 $ 191,850 Directors fees 158,550 161,275 Advertising 141,431 117,491 28 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- NOTE 16. PARENT COMPANY FINANCIAL INFORMATION The following information presents the condensed balance sheets, statements of income, and cash flows of The Bank Holding Company as of and for the years ended December 31, 1997 and 1996: CONDENSED BALANCE SHEETS
1997 1996 ------------------ ------------------ Assets Cash $ -- $ 2,352 Investment in subsidiaries 13,270,945 12,515,901 Other assets 236,676 19,255 ------------------ ------------------ Total assets $ 13,507,621 $ 12,537,508 ================== ================== Liabilities Liabilities, debentures payable $ 61,539 $ 76,924 ------------------ ------------------ Preferred stock 2,446,200 2,446,200 ------------------ ------------------ Common stockholders' equity 10,999,882 10,014,384 ------------------ ------------------ $ 13,507,621 $ 12,537,508 ================== ==================
29 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- NOTE 16. PARENT COMPANY FINANCIAL INFORMATION (Continued) CONDENSED STATEMENTS OF INCOME
1997 1996 ------------------ ----------------- Income, dividends from subsidiaries $ 625,000 $ 780,000 ------------------ ----------------- Expense Interest 6,154 31,979 Other expenses 89,735 60,881 ------------------ ----------------- Total expenses 95,889 92,860 ------------------ ----------------- Income before income tax benefits and equity in undistributed income of subsidiaries 529,111 687,140 Income tax benefits (36,170) (35,440) ------------------ ----------------- Income before equity in undistributed income of subsidiaries 565,281 722,580 Equity in undistributed income of subsidiaries 653,802 719,442 ------------------ ----------------- Net income $ 1,219,083 $ 1,442,022 ================== =================
30 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- NOTE 16. PARENT COMPANY FINANCIAL INFORMATION (Continued) CONDENSED STATEMENTS OF CASH FLOWS
1997 1996 ----------------- ------------------- OPERATING ACTIVITIES Net income $ 1,219,083 $ 1,442,022 Adjustments to reconcile net income to net cash provided by operating activities: Undistributed income of subsidiaries (653,802) (719,442) Other operating activities (217,421) 12,395 ----------------- ------------------- Net cash provided by operating activities 347,860 734,975 FINANCING ACTIVITIES Repayment of note and debentures payable (15,385) (514,616) Dividends paid (334,827) (334,827) ----------------- ------------------- Net cash used in financing activities (350,212) (849,443) ----------------- ------------------- Net decrease in cash (2,352) (114,468) Cash at beginning of year 2,352 116,820 ----------------- ------------------- Cash at end of year $ -- $ 2,352 ================= ===================
NOTE 17. BUSINESS COMBINATION On December 3, 1997, the Company entered into an Agreement and Plan of Reorganization with Premier Bancshares, Inc. ("Premier") of Atlanta, Georgia. Under this agreement, the Company will merge with and into Premier. Upon consummation of the merger, each share of Company stock will be converted into and exchanged for the right to receive 3.90 shares of Premier common stock, subject to possible adjustment as defined in the agreement. Consummation is subject to certain conditions, including regulatory and stockholder approval. 31 ITEM 8. CHANGES IN OR DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE The Company has had no changes in or disagreements with its independent auditors, Mauldin & Jenkins, during the previous two fiscal years. The Henry County Bank did not have any changes in or disagreements with its independent auditors, Thomas & Smith of Hawkinsville, Georgia, for the 1994 fiscal year ending with its acquisition on October 3, 1994. PART III ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT Directors - --------- The Company's Bylaws provide that the directors shall be elected by the affirmative vote of a majority of the shares represented at the annual meeting of shareholders. Each director, except in disqualification or removal, shall serve until the next succeeding annual meeting and thereafter until his or her successor has been elected and qualified. The following table sets forth the current directors, listing their names and ages, the year first elected as a director of the Company, any positions held with the Company other than as director, and business experience during the past five years: NAME AGE YEAR POSITION AND BUSINESS FIRST EXPERIENCE ELECTED - -------------------------------------------------------------------------------- Charles B. Blackmon 46 1993 Director, CEO and CFO of the Company; President, First Community Bank of Henry County; Director for Spalding and Henry County Banks Raymond E. Dender 56 1993 Director and Secretary of the Company; President, Dender Distributing Company, Inc. (Anheuser-Busch wholesaler) Crisp B. Flynt 48 1993 Director of the Company; Attorney-at-Law; former state representative Harvey Goldstein 62 1993 Director of the Company; Vice-president, M. Goldstein and Sons, Inc. (scrap dealer) -36- W. Roy Bennett 43 1997 Director of the Company; President CEO, and Director, The Bank of Spalding County Arch W. McGarity 45 1995 Director of the Company; Director, First Community Bank of Henry County; Attorney-at-Law and Superior Court Judge Phillip J. Mouchet 54 1993 Director of the Company; President, The Mouchet Corporation (textile wholesaler) G. Niles Murray, III 44 1993 Director of the Company; President, George N. Murray Company, Inc. (realtor) Robert H. Smalley, Jr. 68 1993 Director of the Company and of the Spalding and Henry County Banks; Attorney-at-Law James E. Sutherland, Sr. 62 1993 Director of the Company, and the Spalding and Henry County Banks; President, Sutherland's Wholesale Foods, Inc. (food wholesaler) Frank Touchstone, Jr. 68 1993 Director of the Company; retired; former principal, Atkinson Elementary School Eugene M. Weatherup, Sr. 64 1993 Director of the Company; retired; former Captain, Delta Air Lines None of the directors hold directorships in other reporting companies. Executive Officers - ------------------ The following table sets forth for each current executive officer and significant employee of the Company the person's name, age, year first elected as an officer or becoming a significant employee, position with the Company and business experience during the past five years: -37- NAME AGE YEAR POSITION AND FIRST BUSINESS EXPERIENCE ELECTED - -------------------------------------------------------------------------------- Charles B. Blackmon 46 1993 Director, CEO and CFO of the Company, President, First Community Bank of Henry County W. Raymond Bennett 43 1997 Director and Vice-President of the Company, President and CEO, The Bank of Spalding County Other than the fact that (1) Crisp B. Flynt is the son of John J. Flynt, Jr., director emeritus, and (2) Arch W. McGarity was the nephew of Harold L. McGarity prior to Mr. Harold McGarity's demise, there are no family relationships among directors, executive officers, or persons nominated or chosen by the Company to become directors of executive officers of the Company. During the previous five years, no director, executive officer, or person nominated or chosen by the Company to become such was the subject of a legal proceeding (as defined below) that is material to an evaluation of the ability of integrity of such person. "Legal proceeding" includes: (a) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (b) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (c) any order, judgment or decree of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and (d) any finding by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, such judgement having not been reversed, suspended or vacated. -38- ITEM 10. EXECUTIVE COMPENSATION The Company has not paid any remuneration to its executive officers since its formation. It is not currently anticipated that the Company will pay any remuneration to its officers. Each bank subsidiary of the Company paid its Chief Executive Officer and President the remuneration listed in the Summary Compensation Table. Other than the individuals listed in the Summary Compensation Table, no other person during 1997 earned in excess of $100,000 in salary and bonus. Mr Bennett, although shown as earning less than $100,000 for 1997, is included because his employment agreement, described below, provides for payment of an annual salary in excess of $100,000. SUMMARY COMPENSATION TABLE The following table sets forth compensation earned from the Bank in 1997, 1996 and 1995
LONG-TERM COMPENSATION AWARDS PAYOUTS ---------------------- (a) (b) (c) (d) (e) (f) (g) (h) (i) NAME AND OTHER ANNUAL RESTRICTED SECURITIES UNDER- LTIP ALL OTHER PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION STOCK AWARDS LYING OPTIONS/SARs PAYOUTS COMPENSATION - ------------------------------------------------------------------------------------------------------------------------------------ Charles B. Blackmon 1997 134,500 70,000 16,400/2/ ---------- ---------- ---------- ---------- CEO/President 1996 131,044 59,130 14,450/2/ ---------- ---------- ---------- ---------- 1995 143,300/1/ 57,500 ---------- ---------- ---------- ---------- ---------- W. Roy Bennett, CEO 1997/3/ 43,125/4/ 6,000 3,250/2/ ---------- ---------- ---------- ---------- and Pres., Bank of Spalding County
- --------------------------------------------- 1 Includes a $6,000 director fee from the Spalding County Bank, a $6,000 director fee from the Henry County Bank, and a $300 director fee from the Company. 2 Representing director's fees. 3 Mr. Bennett began employment with the Bank of Spalding County in July 1997. 4. Mr. Bennett's employment agreement, described below, provides for an annual salary of $115,000 which was not earned as Mr. Bennett served for only a portion of the year. -39- Options - ------- There were no grants of options or stock appreciations rights (SARs) to any executive officer for whom compensation information is provided during 1997, nor were there any exercises of options during 1997 by any such person. No such person held any stock options or SARs as of December 31, 1997. Director Compensation - --------------------- Directors of the Company are paid $150 per board meeting attended; directors of each subsidiary bank are paid $500 per board meeting and $50 per committee meeting. Employment Agreements and Termination/Change in Control Arrangements - -------------------------------------------------------------------- On July 15, 1997, the Bank of Spalding County entered an employment agreement with W. Roy Bennett (the "Bennett Agreement"), pursuant to which Mr. Bennett agreed to serve as president, CEO, and director of the Bank of Spalding County. Under the terms of the Bennett Agreement, Mr. Bennett is to be paid an annual salary of $115,000, with an annual salary review. The Bennett Agreement is subject to termination by either party at any time, with or without cause, upon thirty days' written notice; however, in the event Mr. Bennett is terminated without cause, he is entitled to three months'salary, and if a change in control of the bank occurs and he is not retained in the same position, he is entitled to one year's salary. As a part of the Merger Agreement with Premier, Charles B. Blackmon will be allowed to purchase an amount of shares from the directors of the Company at $10.00 per share sufficient for Mr. Blackmon to net $500,000. ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT As of December 31, 1997, only Arch W. McGarity and James E. Sutherland, Jr. beneficially owned more than 5% of the Company's common stock, the only class of voting securities of the Company, to the best information and knowledge of management. Name and Address of Amount and Nature of Percent Beneficial Owner Beneficial Owner of Class - -------------------------------------------------------------------------------- Arch W. McGarity 40,658.708/1/ 7.31% P.O. Box 150 McDonough, GA 30253 - ------------------- /1/ Includes 5,250 owned individually by Mr. McGarity; 51,558 held by him in trust for another; and 35,357.15 controlled by him in the Estate of Harold L. McGarity. -40- INDEX OF EXHIBITS Exhibit Number Document Page - ------- --------------------------------- ---- 21. Subsidiaries of the Company 81 24. Power of Attorney 82 27. Financial Data Schedule 84 James E. Sutherland, Sr. 40,851.526/2/ 7.34% 8683 Shoreline Drive Jonesboro, GA 30236 The following table sets forth the name and address of each director and executive officer, the number of shares of the Company's common stock beneficially owned as of December 31, 1997, and the nature of such ownership, and the percentage of common stock of the Company. Directors Amount of Shares of Percent Company Common Stock Outstanding Shares - -------------------------------------------------------------------------------- Charles B. Blackmon 499.28/3/ 0.00% 403 Audobon Circle Griffin, GA 30223 Raymond E. Dender 1,923.268/4/ .35% P.O. Box 947 Griffin, GA 30224 Crisp B. Flynt 5,816.086/5/ 1.05% 429 Audobon Circle Griffin, GA 30223 Harvey Goldstein 19,990.746/6/ 3.59% 1900 Macon Road Griffin, GA 30223 W. Roy Bennett 26.79 0.00% 3667 Tradition Drive Gainesville, GA 30506 - --------------------- 2 Includes 29,026.526 shares owned by Mr. Sutherland, 11,825 shares held in trust. 3 Includes 249.28 owned individually by Mr. Blackmon and 250 owned for the benefit of him and his wife by Mary E. Smithson. 4 Includes 1,673.268 shares owned by Mr. Dender and 250 shares held in an IRA account for his benefit. 5 Includes 3,698.586 shares owned by Mr. Flynt and 2,117.5 shares held in IRA accounts for Mr. Flynt and his spouse. 6 Includes 14,053.086 shares owned by Mr. Goldstein and 5,937.69 shares held in profit sharing plan of an affiliated company. -42- Arch W. McGarity 40,658.708/7/ 7.31% P.O. Box 150 McDonough, GA 30253 Philip J. Mouchet 9,633.836/8/ 1.73% 109 Runnymede Road Griffin, GA 30223 G. Niles Murray, III 13,644.586/9/ 2.45% 123 Maddoxwoods Drive Griffin, GA 30223 Robert H. Smalley, Jr. 17,984.186/10/ 3.23% 945 Maple Drive Griffin, GA 30223 James E. Sutherland, Sr. 40,851.526/11/ 7.34% 8683 Shoreline Drive Jonesboro, GA 30236 Frank Touchstone, Jr. 3,328.836 .55% 2060 N. Hill St. Ext. Griffin, GA 30223 Eugene M. Weatherup, Sr. 12,778.836/12/ 2.29% 474 Brooks Road Brooks, GA 30205 - ------------------------ 7 See note 2, supra. 8 Includes 3,383.836 shares owned by Mr. Mouchet and 6,250 shares held by Mr. Mouchet as trustee for a profit-sharing plan of an affiliated business. 9 Includes 2,281.358 shares owned by Mr. Murray; 4,755.228 shares owned by an affiliated business; and 6,608 shares held in IRA accounts for Mr. Murray and his spouse. 10 Includes 15,329.556 shares owned by Mr. Smalley and 1,200 held in an IRA account; 1,250 held in the Smalley and Cogburn profit sharing fund; and 204.63 in Mrs. Smalley's IRA. 11 See note 3, supra. 12 Includes 12,778.836 held in a revocable trust for Mr. Weatherup. -43- The Company's common stock beneficially owned by all directors and executive officers as a group as of December 31, 1997 (12 persons) totaled 224,787,677, representing 40.39% of the Company's common stock. Change in Control - ----------------- On December 3, 1997, the Company and Premier Bancshares, Inc. ("Premier") jointly announced that they had executed a definitive agreement for Premier to acquire all of the outstanding common stock of the Company. The proposed acquisition is subject to appropriate corporate shareholder and regulatory approvals. The Company's subsidiaries, The Bank of Spalding County and First Community Bank of Henry County, will continue to operate as separate state-chartered commercial banks. Premier Bancshares, Inc. is a bank and thrift holding company with four subsidiaries operating 29 offices including: Premier Bank, with ten offices in north metro Atlanta; Central and Southern Bank of Georgia, with three offices in Gainesville, Greensboro, and Winder, Georgia, and Premier Lending Corporation, a provider of residential mortgage loans and asset-based commercial finance loans, with ten offices in the greater metro Atlanta area and three regional satellite offices in Mobile, Alabama, Jacksonville, Florida, and Charleston, South Carolina. As outlined in the definitive agreement, Premier Bancshares, Inc. has agreed to give approximately 1,517,000 shares of its common stock in exchange for all of the outstanding names of common stock of the Company. The value of the transaction as of December 3, 1997, based on trades in Premier's common stock at the time was approximately $32 million. The foregoing information was disclosed by the Company through the filing of a Current Report on Form 8-K with the Securities & Exchange Commission on December 3, 1997. ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The Company's directors and executive officers, and certain business organizations and individuals associated therewith, have been customers of and have had banking transactions with the Spalding County Bank and are expected to continue such relationships in the future. Pursuant to such transactions, the Company's directors and executive officers from time to time have borrowed funds from the Spalding County Bank and the Henry County Bank for various business and personal reasons. Extensions of credit made by the Spalding County Bank and the Henry County Bank to the Company's directors and executive officers have been made in the ordinary course of business of substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and do not involve more than a normal risk of collectibility or present other unfavorable features. -44- ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K. A. Exhibits Required Under Item 601 of Regulation S-B. 2. Plan of Reorganization effective October 29, 1993 (incorporated by reference to registration statement filed with the SEC on August 12, 1994) 2a. Definitive Merger Agreement, dated December 3, 1997, by and between the Company and Premier Bancshares, Inc., and all subsequent amendments thereto (incorporated by reference to Exhibits 10.29, 10.30, 10.31, 10.32, and 10.33 to the Proxy Statement/Prospectus contained in Form S-4 Registration Statement, SEC File No. 333-45601, filed by Premier Bancshares, Inc., with the SEC) 3. Articles of Incorporation and Bylaws (incorporated by reference to registration statement filed with the SEC on August 12, 1994) 21. Subsidiaries of the Company 24. Power of Attorney 27. Financial Data Schedule (SEC use only) 99. Form 8-K, as filed with the SEC on December 10, 1997, by the Company (incorporated by reference) B. Reports on Form 8-K. On December 10, 1997, the Company filed a Form 8-K, announcing that it had entered into a definitive merger agreement with Premier Bancshares, Inc., and included with such filing a copy of the press release announcing the agreement. -45- SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. THE BANK HOLDING COMPANY, INC. BY: /s/ Charles B. Blackmon ---------------------------- CHARLES B. BLACKMON, Chief Executive Officer, President, Director and Chief Financial Officer DATE: March 31, 1998 -46- SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE EXCHANGE ACT BY NON-REPORTING ISSUERS No Annual Report to Security Holders covering the company's last fiscal year, proxy statement, form of proxy or other proxy soliciting material has been sent to security holoders as of the date on which this Form 10-KSB is filed. Such materials are to be furnished to security holders subsequent to the filing of this Form 10-KSB, and will be furnished to the Commission when it is sent to security holders. -47- EX-21 2 SUBSIDIARIES OF THE COMPANY Exhibit 21 SUBSIDIARIES OF THE COMPANY The First Community Bank of Henry County, a bank chartered under the laws of the State of Georgia The Bank of Spalding County, a bank chartered under the laws of the State of Georgia EX-24 3 POWER OF ATTORNEY Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, and each person whose signature appears below constitutes and appoints Charles B. Blackmon his Attorney-in-Fact, with full power of substitution, for him in his name, place and stead, in any and all capacities, to sign any amendment to this report on Form 10-KSB, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and hereby ratifies and confirms all that said Attorney-In-Fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated. Signature Title Date /s/ Charles B. Blackmon Chief Executive Officer, March 31, 1998 - -------------------------- President, Director and Charles B. Blackmon Chief Financial Officer /s/ W. Roy Bennett - -------------------------- Director March 31, 1998 W. Roy Bennett /s/ Raymond E. Dender - -------------------------- Director March 31, 1998 Raymond E. Dender /s/ Crisp B. Flynt - -------------------------- Director March 31, 1998 Crisp B. Flynt /s/ Harvey Goldstein - -------------------------- Director March 31, 1998 Harvey Goldstein /s/ Arch W. McGarity - -------------------------- Director March 31, 1998 Arch W. McGarity /s/ Philip J. Mouchet - -------------------------- Director March 31, 1998 Philip J. Mouchet [REMAINING SIGNATURES ON NEXT PAGE] Signature Title Date /s/ G. Niles Murray, III Director March 31, 1998 - ---------------------------- G. Niles Murray, III /s/ Robert H. Smalley Director March 31, 1998 - ---------------------------- Robert H. Smalley /s/ James E. Sutherland, Sr. Director March 31, 1998 - ---------------------------- James E. Sutherland, Sr. /s/ Frank Touchstone, Jr. Director March 31, 1998 - ---------------------------- Frank Touchstone, Jr. /s/ Eugene M. Weatherup, Sr. Director March 31, 1998 - ---------------------------- Eugene M. Weatherup, Sr. EX-27 4 ARTICLE 9 -- FINANCIAL DATA SCHEDULE
9 YEAR DEC-31-1997 JAN-01-1997 DEC-31-1997 4,268,855 0 5,350,000 0 23,213,836 0 0 90,657,653 1,423,667 133,621,252 116,970,059 1,244,950 1,898,622 61,539 2,446,200 0 2,782,625 8,217,257 133,621,252 9,693,454 1,337,832 238,394 11,269,680 5,096,494 5,123,208 6,146,472 915,000 11,627 4,407,662 2,008,930 1,219,083 0 0 1,219,083 1.84 1.84 5.39 559,000 76,000 0 0 882,000 406,000 33,000 1,424,000 1,424,000 0 0
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