UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 10-Q
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the quarterly period ended September 30, 2002 |
OR
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the transition period from to |
Commission file number 2-83157
SOUTHEASTERN BANKING CORPORATION
(Exact name of registrant as specified in its charter)
| GEORGIA (State or other jurisdiction of incorporation or organization) |
58-1423423 (IRS Employer Identification No.) |
| P.O. BOX 455, 1010 NORTHWAY STREET, DARIEN, GEORGIA (Address of principal executive offices) |
31305 (Zip Code) |
(912) 437-4141
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No o
As of October 31, 2002, 3,333,139 shares of the registrant’s common stock, par value $1.25 per share, were outstanding.
Southeastern Banking Corporation
Consolidated Balance Sheets
| (Unaudited) | |||||||
| September 30, 2002 |
December 31, 2001 |
||||||
| Assets | |||||||
| Cash and due from banks | $ | 14,290,846 | $ | 16,787,021 | |||
| Federal funds sold | 27,218,000 | 7,580,000 | |||||
| Cash and cash equivalents | 41,508,846 | 24,367,021 | |||||
| Investment securities | |||||||
| Held-to-maturity (market value of approximately $38,175,000 and $35,451,000 at September 30, 2002 and December 31, 2001) |
35,993,827 | 35,090,649 | |||||
| Available-for-sale, at market value | 112,685,331 | 122,529,275 | |||||
| Total investment securities | 148,679,158 | 157,619,924 | |||||
| Loans, gross | 171,141,598 | 163,805,412 | |||||
| Unearned income | (410,339 | ) | (457,087 | ) | |||
| Allowance for loan losses | (3,627,694 | ) | (3,134,594 | ) | |||
| Loans, net | 167,103,565 | 160,213,731 | |||||
| Premises and equipment, net | 8,285,371 | 6,675,354 | |||||
| Intangible assets | 892,093 | 904,836 | |||||
| Other assets | 4,562,745 | 5,433,949 | |||||
| Total Assets | $ | 371,031,778 | $ | 355,214,815 | |||
| Liabilities and Shareholders’ Equity | |||||||
| Liabilities | |||||||
| Noninterest-bearing deposits | $ | 59,398,142 | $ | 57,826,266 | |||
| Interest-bearing deposits | 252,081,940 | 240,880,561 | |||||
| Total deposits | 311,480,082 | 298,706,827 | |||||
| U. S. Treasury demand note | 2,959,398 | 493,153 | |||||
| Federal Home Loan Bank advances | 5,000,000 | 5,000,000 | |||||
| Other liabilities | 3,100,611 | 5,417,508 | |||||
| Total liabilities | 322,540,091 | 309,617,488 | |||||
| Shareholders’ Equity | |||||||
| Common stock ($1.25 par value; 10,000,000 shares authorized; 3,580,797 shares issued; 3,333,139 and 3,385,470 shares outstanding at September 30, 2002 and December 31, 2001) |
4,475,996 | 4,475,996 | |||||
| Additional paid-in-capital | 1,391,723 | 1,391,723 | |||||
| Retained earnings | 44,399,417 | 42,035,982 | |||||
| Treasury stock, at cost (247,658 and 195,327 shares at September 30, 2002 and December 31, 2001) |
(4,124,263 | ) | (3,247,718 | ) | |||
| Realized shareholders’ equity | 46,142,873 | 44,655,983 | |||||
| Accumulated other comprehensive income - unrealized gains on available-for-sale securities, net of tax |
2,348,814 | 941,344 | |||||
| Total shareholders’ equity | 48,491,687 | 45,597,327 | |||||
| Total Liabilities and Shareholders’ Equity | $ | 371,031,778 | $ | 355,214,815 | |||
See accompanying notes to consolidated financial statements.
Southeastern Banking Corporation
Consolidated Statements of Income
(Unaudited)
| Quarter | Nine Months | ||||||||||||
| Period Ended September 30, | 2002 | 2001 | 2002 | 2001 | |||||||||
| Interest income | |||||||||||||
| Loans, including fees | $ | 3,722,960 | $ | 3,999,225 | $ | 11,247,994 | $ | 12,469,023 | |||||
| Federal funds sold | 89,583 | 117,815 | 214,279 | 746,066 | |||||||||
| Investment securities | |||||||||||||
| Taxable | 1,459,878 | 1,808,042 | 4,667,252 | 5,399,806 | |||||||||
| Tax-exempt | 397,600 | 357,343 | 1,160,170 | 988,392 | |||||||||
| Other assets | 14,712 | 21,074 | 44,712 | 63,389 | |||||||||
| Total interest income | 5,684,733 | 6,303,499 | 17,334,407 | 19,666,676 | |||||||||
| Interest expense | |||||||||||||
| Deposits | 1,756,029 | 2,663,605 | 5,600,429 | 8,449,407 | |||||||||
| U. S. Treasury demand note | 3,617 | 6,403 | 9,494 | 24,696 | |||||||||
| Federal Home Loan Bank advances | 75,645 | 75,645 | 224,467 | 224,467 | |||||||||
| Total interest expense | 1,835,291 | 2,745,653 | 5,834,390 | 8,698,570 | |||||||||
| Net interest income | 3,849,442 | 3,557,846 | 11,500,017 | 10,968,106 | |||||||||
| Provision for loan losses | 275,000 | 300,000 | 857,500 | 900,000 | |||||||||
| Net interest income after provision for loan losses | 3,574,442 | 3,257,846 | 10,642,517 | 10,068,106 | |||||||||
| Noninterest income | |||||||||||||
| Service charges on deposit accounts | 683,388 | 566,471 | 1,884,985 | 1,728,575 | |||||||||
| Investment securities gains, net | 5,292 | 5,042 | 9,666 | 5,042 | |||||||||
| Other operating income | 314,927 | 247,574 | 932,487 | 789,599 | |||||||||
| Total noninterest income | 1,003,607 | 819,087 | 2,827,138 | 2,523,216 | |||||||||
| Noninterest expense | |||||||||||||
| Salaries and employee benefits | 1,557,083 | 1,557,180 | 4,803,950 | 4,670,705 | |||||||||
| Occupancy and equipment, net | 547,372 | 514,912 | 1,638,666 | 1,540,209 | |||||||||
| Other operating expense | 741,894 | 591,289 | 2,117,249 | 2,132,438 | |||||||||
| Total noninterest expense | 2,846,349 | 2,663,381 | 8,559,865 | 8,343,352 | |||||||||
| Income before income taxes | 1,731,700 | 1,413,552 | 4,909,790 | 4,247,970 | |||||||||
| Income tax expense | 493,164 | 388,673 | 1,384,384 | 1,203,019 | |||||||||
| Net income | $ | 1,238,536 | $ | 1,024,879 | $ | 3,525,406 | $ | 3,044,951 | |||||
| Net income per share - basic | $ | 0.37 | $ | 0.31 | $ | 1.05 | $ | 0.90 | |||||
| Weighted average common shares outstanding | 3,333,595 | 3,392,732 | 3,367,988 | 3,401,717 | |||||||||
See accompanying notes to consolidated financial statements.
Southeastern Banking Corporation
Consolidated Statements of Shareholders’ Equity
(Unaudited)
| Common Stock |
Additional Paid-In Capital |
Retained Earnings |
Treasury Stock |
Accumulated Other Comprehensive Income |
Total | ||||||||||||||
| |
|
|
|
|
|
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| Balance, December 31, 2000 |
$ | 4,475,996 | $ | 1,391,723 | $ | 41,327,784 | $ | (2,485,742 | ) | $ | (369,586 | ) | $ | 44,340,175 | |||||
| Comprehensive income: | |||||||||||||||||||
| Net income | — | — | 3,044,951 | — | — | 3,044,951 | |||||||||||||
| Other comprehensive income, net of tax effect of $1,073,186: |
|||||||||||||||||||
| Change in unrealized gains (losses) on available-for-sale securities |
— | — | — | — | 2,083,244 | 2,083,244 | |||||||||||||
| |
|||||||||||||||||||
| Comprehensive income | 5,128,195 | ||||||||||||||||||
| |
|||||||||||||||||||
| Cash dividends declared ($0.33 per share) |
— | — | (1,120,664 | ) | — | — | (1,120,664 | ) | |||||||||||
| Purchase of treasury stock | — | — | — | (685,808 | ) | — | (685,808 | ) | |||||||||||
| |
|
|
|
|
|
||||||||||||||
| Balance, September 30, 2001 |
$ | 4,475,996 | $ | 1,391,723 | $ | 43,252,071 | $ | (3,171,550 | ) | $ | 1,713,658 | $ | 47,661,898 | ||||||
| |
|
|
|
|
|
||||||||||||||
| Balance, December 31, 2001 |
$ | 4,475,996 | $ | 1,391,723 | $ | 42,035,982 | $ | (3,247,718 | ) | $ | 941,344 | $ | 45,597,327 | ||||||
| Comprehensive income: | |||||||||||||||||||
| Net income | — | — | 3,525,406 | — | — | 3,525,406 | |||||||||||||
| Other comprehensive income, net of tax effect of $725,060: |
|||||||||||||||||||
| Change in unrealized gains (losses) on available-for-sale securities |
— | — | — | — | 1,407,470 | 1,407,470 | |||||||||||||
| |
|||||||||||||||||||
| Comprehensive income | 4,932,876 | ||||||||||||||||||
| |
|||||||||||||||||||
| Cash dividends declared ($0.34 1/2 per share) |
— | — | (1,161,971 | ) | — | — | (1,161,971 | ) | |||||||||||
| Purchase of treasury stock | — | — | — | (876,545 | ) | — | (876,545 | ) | |||||||||||
| |
|
|
|
|
|
||||||||||||||
| Balance, September 30, 2002 |
$ | 4,475,996 | $ | 1,391,723 | $ | 44,399,417 | $ | (4,124,263 | ) | $ | 2,348,814 | $ | 48,491,687 | ||||||
| |
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|
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|
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See accompanying notes to consolidated financial statements.
Southeastern Banking Corporation
Consolidated Statements of Cash Flows
(Unaudited)
| Nine Months Ended September 30, | 2002 | 2001 | |||||
| Operating activities | |||||||
| Net income | $ | 3,525,406 | $ | 3,044,951 | |||
| Adjustments to reconcile net income to net cash provided by operating activities: |
|||||||
| Provision for loan losses | 857,500 | 900,000 | |||||
| Depreciation | 606,353 | 569,089 | |||||
| Amortization and accretion, net | 472,407 | 2,875 | |||||
| Investment securities gains, net | (9,666 | ) | (5,042 | ) | |||
| Net losses (gains) on other real estate | 24,785 | (18,872 | ) | ||||
| Changes in assets and liabilities: | |||||||
| Decrease in other assets | 525,586 | 841,108 | |||||
| (Decrease) increase in other liabilities | (963,109 | ) | 363,430 | ||||
| Net cash provided by operating activities | 5,039,262 | 5,697,539 | |||||
| Investing activities | |||||||
| Principal collections and maturities of investment securities: | |||||||
| Held-to-maturity | 2,312,900 | 2,308,200 | |||||
| Available-for-sale | 46,130,963 | 86,895,589 | |||||
| Purchases of investment securities held-to-maturity | (3,275,786 | ) | (9,052,658 | ) | |||
| Purchases of investment securities available-for-sale | (34,444,780 | ) | (84,752,069 | ) | |||
| Net decrease in loans | 2,591,021 | 7,977,923 | |||||
| Proceeds from sales of other real estate | 197,800 | 214,902 | |||||
| Net funds paid in purchase of branch | (7,748,200 | ) | — | ||||
| Capital expenditures, net | (713,004 | ) | (344,665 | ) | |||
| Net cash provided by investing activities | 5,050,914 | 3,247,222 | |||||
| Financing activities | |||||||
| Net increase in deposits | 8,508,873 | 8,306,585 | |||||
| Net increase in U. S. Treasury demand note | 2,466,245 | 1,178,959 | |||||
| Purchase of treasury stock | (876,545 | ) | (685,808 | ) | |||
| Dividends paid | (3,046,924 | ) | (1,469,390 | ) | |||
| Net cash provided by financing activities | 7,051,649 | 7,330,346 | |||||
| Net increase in cash and cash equivalents | 17,141,825 | 16,275,107 | |||||
| Cash and cash equivalents at beginning of period | 24,367,021 | 19,062,283 | |||||
| Cash and cash equivalents at end of period | $ | 41,508,846 | $ | 35,337,390 | |||
| Supplemental disclosure | |||||||
| Cash paid during the period | |||||||
| Interest | $ | 6,656,937 | $ | 8,716,328 | |||
| Income taxes | $ | 1,500,000 | $ | 1,245,000 | |||
| Noncash investing and financing activities | |||||||
| Real estate acquired through foreclosure | $ | 148,182 | $ | 2,305,941 | |||
| Loans made in connection with sales of foreclosed real estate | $ | 112,074 | $ | 2,102,528 | |||
See accompanying notes to consolidated financial statements.
Southeastern Banking Corporation
Notes to Consolidated Financial Statements
(Unaudited)
1. Accounting and Reporting Policy for Interim Periods
| The accompanying unaudited consolidated financial statements of Southeastern Banking Corporation (the Company) have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information. These statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statement presentation. In the opinion of management, all adjustments necessary for a fair presentation have been made. These adjustments, consisting of normal, recurring accruals, include estimates for various fringe benefits and other transactions normally determined or settled at year-end. Operating results for the quarter and nine months ended September 30, 2002 are not necessarily indicative of trends or results to be expected for the year ended December 31, 2002. For further information, refer to the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2001. |
2. Recent Accounting Pronouncements
| Business Combinations/Goodwill and Other Intangible Assets |
| In July 2001, the FASB issued Statement of Financial Accounting Standard (SFAS) No. 141, “Business Combinations” and SFAS No. 142, “Goodwill and Other Intangible Assets.” SFAS No. 141 addresses the initial recognition and measurement of goodwill and other intangible assets acquired in a business combination, and SFAS No. 142 addresses the initial recognition and measurement of intangible assets acquired outside of a business combination whether acquired individually or with a group of other assets. These standards require all future business combinations to be accounted for using the purchase method of accounting. With the adoption of these standards, goodwill is no longer amortized but instead is subject to impairment tests at least annually. The Company adopted SFAS 141 and 142, in entirety, effective January 1, 2002. Adoption of these standards did not have a material impact on the Company’s financial position or results of operations. |
| Accounting for the Impairment or Disposal of Long-Lived Assets |
| In August 2001, the FASB issued SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” SFAS No. 144 supercedes both SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of,” which previously governed impairment of long-lived assets, and APB Opinion No. 30, “Reporting the Results of Operations – Reporting the Effects of Disposal of a Segment of a Business and Extraordinary, Unusual and Infrequently Occurring Events and Transactions,” which addressed the disposal of a business segment. This standard improves financial reporting by requiring one accounting model be used for long-lived assets to be disposed by sale and by broadening the presentation of discontinued operations to include more disposal transactions. The Company adopted SFAS 144 effective January 1, 2002. SFAS 144 did not have a material impact on the consolidated financial statements. |
| Rescission of SFAS No. 4, 44, and 64, Amendment of SFAS No. 13, and Technical Corrections |
| In April 2002, the FASB issued SFAS No. 145, “Rescission of SFAS No. 4, 44, and 64, Amendment of SFAS No. 13, and Technical Corrections.” SFAS No. 4, which was amended by SFAS No. 64, |
Southeastern Banking Corporation
Notes to Consolidated Financial Statements
(Unaudited)
| required all gains and losses from the extinguishment of debt to be aggregated and, if material, classified as an extraordinary item, net of related income tax effect. With the elimination of SFAS No. 4, the criteria in Opinion 30 will now be used to classify those gains and losses. SFAS No. 13 was amended to eliminate an inconsistency between the required accounting for sale-leaseback transactions and the required accounting for certain lease modifications that have economic effects similar to sale-leaseback transactions. The adoption of SFAS No. 145 will not have a current impact on the Company’s consolidated financial statements. |
| Accounting for Costs Associated with Exit or Disposal Activities |
| In July 2002, the FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities.” Generally, SFAS No. 146 stipulates that defined exit costs, including restructuring and employee termination costs, are to be recorded on an incurred rather than commitment basis. This standard is effective for exit or disposal activities initiated after December 31, 2002. Adoption of SFAS No. 146 is not expected to have a significant impact on the consolidated financial statements. |
| Acquisitions of Certain Financial Institutions |
| In October 2002, the FASB issued SFAS No. 147, “Acquisitions of Certain Financial Institutions.” Generally, SFAS No. 147 removes acquisitions of financial institutions from the scope of SFAS No. 72, “Accounting for Certain Acquisitions of Banking or Thrift Institutions,” and FASB Interpretation No. 9, “Applying APB Opinions No. 16 and 17 When a Savings and Loan Association or Similar Institution Is Acquired in a Business Combination Accounted for by the Purchase Method,” and requires that those transactions be accounted for in accordance with SFAS No. 141 and SFAS No. 142. In addition, this standard amends SFAS No. 144 to include in its scope long-term customer-relationship intangible assets of financial institutions. This standard is effective for acquisitions completed on or after October 1, 2002. The provisions related to impairment and disposal accounting of certain long-term customer-relationship intangible assets are effective on October 1, 2002. Transition provisions for previously recognized unidentifiable intangible assets are also effective on October 1, 2002. Adoption of SFAS No. 147 is not expected to materially impact the consolidated financial statements. |
3. Acquisition
| On January 31, 2002, the Company acquired the Richmond Hill office of Valdosta, Georgia-based Park Avenue Bank. The Company received certain loans, property and equipment, and other assets with fair values of approximately $12,201,000, while assuming deposits and other liabilities totaling approximately $4,270,000. Cash balances applied towards the purchase approximated $8,000,000. A deposit premium of $100,000 was recorded in conjunction with the transaction. |
4. Treasury Stock
| In March 2000, the Board of Directors authorized the purchase of up to $7,000,000 in Company common stock. In 2000 and 2001, the Company purchased 195,327 shares on the open market and through private transactions at an average purchase price of $16.63 per share. During the first nine |
Southeastern Banking Corporation
Notes to Consolidated Financial Statements
(Unaudited)
| months of 2002, the Company purchased an additional 52,331 shares at a purchase price of $16.75. The maximum consideration available for additional treasury purchases, at prices to be determined in the future, is $2,875,737. Any acquisition of additional shares will be dictated by market conditions. |
Southeastern Banking Corporation
Management’s Discussion and Analysis
This Analysis should be read in conjunction with the 2001 Annual Report on Form 10-K and the consolidated financial statements & related notes on pages 1 –7 of this quarterly filing.
Description of Business
Southeastern Banking Corporation (the Company), with assets exceeding $371,031,000, is a financial services company with operations in southeast Georgia and northeast Florida. Southeastern Bank (SEB), the Company’s principal subsidiary, offers a full line of commercial and retail services to meet the financial needs of its customer base through its fifteen branch locations, including its new Richmond Hill office, and atm network. Services offered include traditional deposit and credit services, long-term mortgage originations, and credit cards. SEB also offers 24-hour delivery channels including internet and telephone banking. The Company’s insurance subsidiary, SBC Financial Services, Inc. (SBCF), provides insurance agent and investment brokerage services with an emphasis on financial planning. In addition to traditional insurance, products offered include fixed and indexed annuities, mutual funds, retirement plans, and long-term care policies. SBCF had a nominal impact on the Company’s financial condition and results of operations at September 30, 2002 and 2001.
Acquisition
On January 31, 2002, the Company acquired the Richmond Hill office of Valdosta, Georgia-based Park Avenue Bank. The Company received certain loans, property and equipment, and other assets with fair values of approximately $12,201,000, while assuming deposits and other liabilities totaling $4,270,000. Cash balances applied towards the purchase approximated $8,000,000. A deposit premium of $100,000 was recorded in conjunction with the transaction. More details on the Richmond Hill acquisition are provided in later sections of this Analysis.
Financial Condition
Consolidated assets totaled $371,031,778 at September 30, 2002, growing $15,816,963 or 4.45% from year-end 2001 and $8,403,630 or 2.32% from September 30, 2001. The acquisition of the Richmond Hill branch and deposit growth at other SEB locations were the primary factors in the year-to-date increase. Asset growth was concentrated in federal funds sold and the loan portfolio. Specifically, federal funds sold grew $19,638,000 and loans, $6,889,834; investment securities declined $8,940,766. Federal funds sold balances have declined since September 30 and are expected to decline further during the 2002 fourth quarter as funds are reallocated to other earning assets. As a percent of earning assets, loans totaled 50%, investment securities, 42%, and federal funds sold, 8%, at September 30, 2002 versus 50%, 48%, and 2% at December 31, 2001. Overall, earning assets aggregated 92% of total assets at September 30, 2002 and year-end 2001. During the year-earlier period, total assets increased $13,049,596 or 3.73%. Increased deposits funded the 2001 growth. Refer to the Liquidity section of this Analysis for additional details on deposits and other funding sources.
Investment Securities
On a carrying value basis, investment securities declined $8,940,766 or 5.67% since December 31, 2001. Purchases of securities during the nine-month period approximated $37,721,000, and redemptions, $48,434,000. Approximately 69% of securities transactions year-to-date were attributable to various issuers’ exercise of call options and other prepayments as a result of interest rate reductions during the last twelve months. The effective repricing of securities at lower rates impacts current and future earnings results; refer to the Interest Rate and Market Risk/Interest Rate Sensitivity and Operations sections of this Analysis for more details. Although no significant changes occurred in the investment securities mix during 2002 year-to-date, during the preceding twelve months the Company increased its holdings of mortgage-backed securities, corporates, and municipals to reduce its exposure to Agency
Southeastern Banking Corporation
Management’s Discussion and Analysis
securities with call features. At September 30, 2002, mortgage-backed securities, corporates, and municipals comprised 27%, 9%, and 25% of the portfolio. Overall, securities aggregated 42% of earning assets at September 30, 2002, down 600 basis points from year-end 2001 levels. The amortized cost and estimated fair value of investment securities are delineated in the table below:
| Investment Securities by Category September 30, 2002 | Amortized Cost |
Unrealized Gains |
Unrealized Losses |
Fair Value |
|||||||||
| (In thousands) | |||||||||||||
| Available-for-sale: | |||||||||||||
| U. S. Government agencies | $ | 56,292 | $ | 1,540 | $ | — | $ | 57,832 | |||||
| Mortgage-backed securities | 39,853 | ||||||||||||