UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 2006
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from __________ to ___________
Commission File Number 333-109462
ALLIED BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Georgia | 92-0184877 |
(State of Incorporation) | (I.R.S. Employer Identification No.) |
1700 Market Place Boulevard, Cumming, GA | 30041 |
(Address of principal executive offices) | (Zip Code) |
770-888-0063
(Telephone Number)
N/A
(Former name, former address
and former fiscal year,
if changed since last report)
Check whether the issuer: (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__
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable
date:
Common stock, $.10 par value per share: 1,502,000 shares
issued and outstanding as of August 12, 2006.
Transitional Small Business Disclosure Format (check one): Yes _ Nox
ALLIED BANCSHARES, INC.
Form 10-QSB
Index
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
ALLIED BANCSHARES, INC.
CONSOLIDATED BALANCE SHEET
JUNE 30, 2006
(UNAUDITED)
Assets | ||
Cash and due from banks | $ | 2,816,944 |
Federal funds sold | 7,187,012 | |
Total cash and cash equivalents | 10,003,956 | |
Investment securities | 8,085,142 | |
Other investments | 1,154,792 | |
Total securities | 9,239,934 | |
Loans | 134,599,427 | |
Less: Allowance for loan losses | (1,684,825) | |
Net loans | 132,914,602 | |
Premises and equipment, net | 3,614,711 | |
Accrued interest receivable and other assets | 1,601,151 | |
Total assets | $ | 157,374,354 |
Liabilities and Stockholders’ Equity | ||
Liabilities: | ||
Deposits: | ||
Noninterest-bearing demand | $ | 13,408,431 |
Interest bearing demand | 14,671,711 | |
Savings | 4,636,838 | |
Time, $100,000 or more | 71,794,296 | |
Other time deposits | 37,176,800 | |
Total deposits | 141,688,076 | |
Accrued interest payable and other liabilities | 743,488 | |
Total liabilities | 142,431,564 | |
Commitments | ||
Stockholders’ equity: | ||
Common stock, $.10 par value, 10,000,000 shares authorized; 1,502,000 shares issued and outstanding | 150,200 | |
Additional paid-in capital | 15,005,899 | |
Accumulated deficit | (43,404) | |
Accumulated other comprehensive income | (169,905) | |
Total stockholders’ equity | 14,942,790 | |
Total liabilities and stockholders’ equity | $ | 157,374,354 |
See accompanying notes to financial statements.
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ALLIED BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS AND SIX MONTHS ENDING JUNE 30, 2006 AND 2005
(UNAUDITED)
Three Months Ending June 30 | Six Months Ending June 30 |
2006 | 2005 | 2006 | 2005 | |||||
Interest income | ||||||||
Interest and fees on loans | $ | 2,777,000 | 1,282,872 | 5,031,865 | 2,272,388 | |||
Deposits in banks | 342 | 58,031 | 737 | 81,670 | ||||
Federal funds sold | 151,137 | 47,513 | 333,411 | 76,784 | ||||
Investment securities | 107,245 | 23,986 | 193,645 | 50,316 | ||||
Total interest income | 3,035,724 | 1,412,402 | 5,559,658 | 2,481,158 | ||||
Interest expense | ||||||||
Interest bearing deposits | 182,485 | 138,693 | 303,615 | 234,159 | ||||
Time deposits | 1,164,548 | 422,998 | 2,088,535 | 706,389 | ||||
Other borrowed funds | 181 | 0 | 232 | 0 | ||||
Total interest expense | 1,347,214 | 561,691 | 2,392,382 | 940,548 | ||||
Net interest income | 1,688,510 | 850,711 | 3,167,276 | 1,540,610 | ||||
Provision for loan losses | 188,972 | 138,434 | 309,911 | 291,259 | ||||
Net interest income after provision for loan losses | 1,499,538 | 712,275 | 2,857,365 | 1,249,351 | ||||
Other income, service charges and other fees | 79,263 | 50,450 | 170,459 | 142,512 | ||||
Other expense | ||||||||
Salaries and benefits | 578,431 | 464,689 | 1,128,291 | 872,867 | ||||
Net occupancy and equipment expense | 120,005 | 103,428 | 234,924 | 188,257 | ||||
Other operating expenses | 229,695 | 152,791 | 433,678 | 330,013 | ||||
Total other expense | 928,131 | 720,908 | 1,796,893 | 1,391,137 | ||||
Income before income taxes | 650,670 | 41,817 | 1,230,931 | 727 | ||||
Income tax expense | 237,129 | 0 | 468,484 | 0 | ||||
Net earnings | $ | 413,541 | 41,817 | 762,447 | 727 | |||
Basic earnings per share | $ | .28 | 0.00 | .51 | 0.00 | |||
Diluted earnings per share | .26 | 0.00 | .47 | (0.02) | ||||
Weighted average number of shares | 1,502,000 | 1,500,000 | 1,502,000 | 1,500,000 |
See accompanying notes to financial statements.
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ALLIED BANCSHARES, INC AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
FOR THE THREE AND SIX MONTHS ENDING JUNE 30, 2006 AND 2005
(UNAUDITED)
Three Months Ending June 30 | Six Months Ending June 30 |
2006 | 2005 | 2006 | 2005 | |||||
Net earnings | $ | 413,551 | 41,817 | 762,447 | 727 | |||
Other comprehensive income (loss): | ||||||||
Unrealized losses on investment securities available-for-sale | (111,939) | 22,929 | (217,523) | (7,217) | ||||
Associated tax benefit | 42,534 | 8,713 | 82,655 | 2,742 | ||||
Other comprehensive income (loss) | (69,405) | 14,216 | (134,868) | (4,475) | ||||
Comprehensive income (loss) | $ | 344,136 | 56,033 | 627,579 | (3,748) |
See accompanying notes to financial statements.
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ALLIED BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005
(UNAUDITED)
See accompanying notes to financial statements.
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ALLIED BANCSHARES, INC.
Notes to Financial Statements
(1)
Basis of Presentation
The accounting principles followed by the Company and the methods of applying these principles conform with accounting principles generally accepted in the United States of America (GAAP) and with general practices within the banking industry. In preparing financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts in the financial statements. Actual results could differ significantly from those estimates. Material estimates common to the banking industry that are particularly susceptible to significant change in the near term include, but are not limited to, the determinations of the allowance for loan losses, the valuation of real estate acquired in connection with or in lieu of foreclosure on loans, and valuation allowance associated with deferred tax assets, the recognition of which ar e based on future taxable income.
(2) Net Earnings Per Share
Net earnings per common share is based on the weighted average number of common shares outstanding during the period while the effects of potential common shares outstanding during the period are included in diluted earnings per share. The average market price during the year is used to compute equivalent shares.
The reconciliation of the amounts used in the computation of both “basic earnings per share” and “diluted earnings per share” for the six months ended June 30, 2006 is as follows.
Net | Common | Per Share | |
Earnings | Shares | Amount | |
Basic earnings | $762,447 | 1,502,000 | $.51 |
Effect of dilutive securities | 131,799 | (.04) | |
Diluted earnings per share | 762,447 | 1,633,799 | $.47 |
(3)
Stock Based Compensation
In connection with the Company’s formation and initial offering, the company issued 287,143 warrants to purchase its common stock at $10 per share. During 2005, the Board of Directors approved the acceleration of all warrants.
On August 18, 2004, the Board of Directors of the Company approved the 2004 Stock Option Plan, which allows for common stock options to be granted to eligible officers and employees. Stock options granted under this plan are qualified incentive stock options and will not exceed 200,000. Options become exercisable as determined by the Board of Directors at the time of grant. The options granted in 2004 become vested and exercisable in annual increments of 20% of the total shares beginning December 31, 2004 through December 31, 2009. Options granted after 2004 become vested and exercisable in annual increments of 20% of the total shares on the anniversary date of the grant. Options granted under the plan expire after ten years. The exercise price of the options granted will be no less than 100 percent of the market price on the day the opti on is granted, as determined by the Board of Directors. No options were granted or exercised in the first six months of 2006. Options granted under the 2004 Stock Option Plan total 132,000 shares at June 30, 2006 and represents all of the stock options issued and outstanding currently. The company did not grant any options during the six months ended June 30, 2006. During the six months ended June 30, 2006, 2,200 stock options vested, increasing the total number of shares vested to 44,200.
The Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 123(R), Share-Based Payment (“SFAS No. 123(R)”), on January 1, 2006 using the “modified prospective” method. Under this method, awards that are granted, modified, or settled after December 31, 2005, are measured and accounted for
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in accordance with SFAS No. 123(R). Also under this method, expense is recognized for unvested awards that were granted prior to January 1, 2006, based upon the fair value determined at the grant date under SFAS No. 123, Accounting for Stock-Based Compensation (“SFAS No. 123”). The Company recognized compensation expense for employee stock options of $28,000 for the six months ending June 30, 2006. The Company did not recognize any tax benefit on compensation expense from employee stock options in the first quarter of 2006. As of June 30, 2006, there was $158,277 of unrecognized compensation cost related to nonvested employee stock options, which is expected to be recognized over a period of 4 years. The Company did not recognize any compensation expense for employee stock options for the six months ended June 30, 2005.
Prior to the adoption of SFAS No. 123(R), the Company accounted for stock compensation under Accounting Principles Board Opinion No. 25 and related interpretations. Accordingly, the Company previously recognized no compensation cost for employee stock options. The following table illustrates the effect on net earnings and earnings per share if the Company had applied the fair value recognition provisions of SFAS No. 123 as of June 30, 2006.
Six Months Ended | |||||||
June 30, | |||||||
2006 | 2005 | ||||||
Net Income, as reported | $ | 762,447 | 727 | ||||
Deduct: Total stock based employee compensation | |||||||
expense determined under fair value method | |||||||
for all awards | 0 | (37,259) | |||||
Proforma net income | $ | 762,447 | (36,532) | ||||
Basic earnings per share: | |||||||
As reported | $ | .51 | (.00) | ||||
Pro forma | $ | .51 | (.02) | ||||
Diluted earnings per share: | |||||||
As reported | $ | .47 | (.00) | ||||
Pro forma | $ | .47 | (.02) | ||||
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following is management’s discussion and analysis of significant factors which have affected the financial condition and operating results of Allied Bancshares, Inc. and its bank subsidiary, First National Bank of Forsyth County, during the periods included in the accompanying consolidated financial statements. The purpose of this discussion is to expand upon the financial information provided in the unaudited consolidated financial statements for the three months and six months ended June 30, 2006. Reference should be made to those statements for a complete understanding of the following discussion and analysis.
Cautionary Notice Regarding Forward-Looking Statements
This discussion contains forward-looking statements under the private Securities Litigation Reform Act of 1995 that involve risk and uncertainties. Although the Company believes that the assumptions underlying the forward-looking statements contained in the discussion are reasonable, any of the assumptions could be inaccurate. Factors that could cause actual results to differ from results discussed in forward-looking statements include, but are not limited to: economic conditions (both generally and in the markets where the Company operates); competition from other providers of financial services offered by the Company; government regulations and legislation; changes in interest rates; and material unforeseen changes in the financial stability and liquidity of the Company’s credit customers. All these factors are difficult to predict and may be beyond the control of the Company. Th e Company undertakes no obligation to revise forward-looking statements to reflect events or changes after the date of this discussion or to reflect the occurrence of unanticipated events.
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Critical Accounting Policies
Critical accounting policies are dependent on estimates that are particularly susceptible to significant change. Determinations of the Bank’s allowance for loan loss and income taxes have been identified as critical accounting policies.
The allowance for loan loss is maintained at a level believed to be appropriate by management to provide for probable loan losses inherent in the portfolio as of each quarter-end. Management’s judgment as to the amount of the allowance, including the allocated and unallocated elements, is a result of ongoing review of lending relationships, the overall risk characteristics of the portfolio segments, changes in the character or size of the portfolio segments, the level of impaired or nonperforming loans, historical net charge-off experience, prevailing economic conditions and other relevant factors. Loans are charged off to the extent they are deemed to be uncollectible.
The allowance for loan loss level is highly dependent upon management’s estimates of variables affecting valuation, appraisals of collateral, evaluations of performance and status, and the timing of collecting nonperforming loans. Such estimates may be subject to frequent adjustments by management and reflected in the provision for loan losses in the periods in which they become known.
Income taxes are accounted for using the asset and liability method. Under this method, deferred tax assets or liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date of the change. The determination of current and deferred taxes is based on complex analyses of many factors including interpretation of Federal and state income tax laws, the difference between tax and financial reporting basis assets and liab ilities (temporary differences), estimates of amounts due or owed such as the reversals of temporary differences, and current financial accounting standards. Actual results could differ significantly from the estimates and interpretations used in determining current and deferred taxes.
Financial Condition
As of June 30, 2006, the Company had total assets of $157.4 million, an increase of $29.5 million or 23%, from December 31, 2005. Deposits increased $28.7 million during the first half of 2006 and were invested primarily in loans. Total equity increased $600,000 during the first two quarters of 2006 to $14.9 million.
The Bank’s loan portfolio increased $27.8 million in the first six months of 2006 to $134.6 million at June 30, 2006. The loan to deposit ratio was 95% as of June 30, 2006 reflecting strong loan demand in our market areas. At June 30, 2006, approximately 90% of the loan portfolio was collateralized by real estate located in our primary market areas. This concentration in real estate is highly diversified by the number of borrowers, property type, location, and use of loan proceeds. At June 30, 2006, approximately 70% of the loan portfolio was prime-based variable rate loans.
At June 30, 2006, cash and cash equivalents totaled $10.0 million, a decrease of $2.7 million from December 31, 2005. Investment securities totaled $8.1 million, consisting of securities classified as available for sale. Cash, cash equivalents and investment securities represent the Bank’s main sources of short term liquidity for funding loans and as well as a source of earnings enhancement. The liquidity and available sources of deposit funds are viewed as sufficient to support the current operating needs and growth opportunities of the bank.
Total deposits at June 30, 2006 were $141.7 million, an increase of $28.7 million or 25% from $113.0 million at December 31, 2005. The deposit mix at June 30, 2006 was as follows: $13.4 million (9% of total deposits) in noninterest bearing demand deposits; $14.7 million (10% of total deposits) in interest checking accounts; $4.6 million (3% of total deposits) in savings accounts; and $109.0 million (77% of total deposits) in time deposits. The deposit mix remains weighted towards higher cost time deposits. Management expects this reliance upon certificates of deposits to continue since customers prefer this type of deposit instrument. For rapidly growing institutions such as First National Bank of Forsyth County, a reliance upon certificates of deposit is necessary to fund loan growth that is faster than normal deposit growth from retail customers in the Bank’s market area. &nb sp;
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Results of Operations
The Company earned $762,447 or $.51 per share for the six months ended June 30, 2006, compared to $727 for same period in 2005. Earnings accelerated in the second quarter compared to the first quarter due to increased loan originations and continued Federal Reserve rate increases in the second quarter.
Net Interest Income
For the six months ended June 30, 2006, interest and fee income from earning assets was $5,559,658, which represented a yield on earning assets of 7.93% compared to 7.73% in the first quarter of 2006. Interest expense totaled $2,392,382 for the six months ending June 30, 2006 and represented a cost of interest-bearing liabilities of 3.66% compared to 3.44% during the first quarter 2006. Net interest income was $3,167,276 for the six months ending June 30, 2006. The net interest spread was 4.27% for the first half of 2006. The net interest margin, which takes into the account the benefit from non-interest bearing liabilities, was 4.52% for the six months ending June 30, 2006.
Provision for Loan Losses
The Company has established an allowance for loan losses through a provision for loan losses charged to expense on its statement of operations. The allowance represents an amount which the Company believes will be adequate to absorb potential losses on existing loans that may become uncollectible. The provision for loan losses increased by $309,911 during the first six months of 2006 bringing the allowance for loan loss to $1,684,825, which represents 1.25% of total loans outstanding. The amount provided is due entirely to loan growth and management’s assessment of inherent risk in the loan portfolio. The Company has developed policies and procedures for evaluating the overall quality of its credit portfolio and a timely identification of potential credit problems. The evaluation of collectability takes into consideration such factors as changes in the nature and vo lume of the loan portfolio, current economic conditions that may affect the borrower’s ability to pay, overall portfolio quality, and the review of specific problem loans. Due to the limited operating history of the Bank, the provision for loan losses has been primarily a result of management’s assessment of general loan loss risk as compared to banks of similar size and maturity. Management does not allocate the allowance for loan losses to specific categories of loans, but evaluates the adequacy on an overall portfolio basis using a loan grading system that rates loans in different categories. Certain grades representing criticized or classified loans are assigned allocations of loss based on an estimate of the potential loss that is generally based on historical losses and/or collateral deficiencies. Other loans are graded by type and allocated loss ranges based on management’s perceived inherent loss for the loan type. A combination of these results is compare d monthly to the recorded allowance for loan losses, and material losses are adjusted by increasing or decreasing the provision for loan losses. An independent third-party loan review is used to challenge and validate the loan grading system and to provide additional analysis in determining the adequacy of the loan loss provisions. As of June 30, 2006, the Company did not have any loans 30 days or more past due or any charge-offs to date.
Other Income
For the six months ended June 30, 2006, other operating income totaled $170,459, consisting of service charges and other fees, primarily mortgage loan fees.
Other Expenses
For the six months ended June 30, 2006, other operating expenses totaled $1,796,893. These expenses consisted of personnel expenses of $1,128,291, occupancy and equipment expenses of $234,924, and other expenses of $433,678.
Income Tax Expense
Income tax expense was $468,484 for the six months ending June 30, 2006. No income tax expense was recorded for the same period in 2005 because of the cumulative net operating losses incurred to June 30, 2005.
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Off-Balance Sheet Risks
Through the operations of the Bank, the Company has made contractual commitments to extend credit in the ordinary course of its business activities. These commitments are legally binding agreements to lend money to the Bank’s customers at predetermined interest rates for a specified period of time. At June 30, 2006, the Bank had issued commitments to extend credit of $24,229,714 and letters of credit of $1,026,578 through various types of commercial lending arrangements at variable rates. The Company evaluates each customer’s credit-worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by management upon extension of credit, is based on the Company’s evaluation of the borrower. Collateral varies but may include property, plant and equipment, commercial and residential real estate, and other assets.
Capital
At June 30, 2006, total shareholders’ equity was $14,942,790 consisting of $15,156,099 in capital offset by an accumulated deficit of $43,404 and unrealized loss on available for sale securities, net of tax, of $169,905.
The Company and Bank were deemed well capitalized at June 30, 2006. The following table presents the Company’s and Bank’s regulatory capital position at June 30, 2006:
Company | Bank | ||
Tier 1 Capital to Average Assets | 9.85% | 9.20% | |
Tier 1 Capital to Risk Weighted Assets | 11.29% | 10.53% | |
Total Capital to Risk Weighted Assets | 12.55% | 11.78% |
Item 3. Controls and Procedures
At the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operations of the Company’s disclosure, controls, and procedures pursuant to the Exchange Act Rule 13A-14. Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded the Company’s disclosure, controls, and procedures are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiary) that is required to be included in the Company’s periodic filings with the Securities and Exchange Commission. There have been no significant changes in the Company’s internal control over financi al reporting during the three months ended June 30, 2006 that have materially effected, or likely to materially effect, the Company’s internal control over financial reporting.
PART II. OTHER INFORMATION
Item 4.
Submission of Matters to a Vote of Security Holders
On May 17, 2006, the Company held its Annual Meeting of Shareholders for the purpose of (a) electing as directors those persons listed in the Company’s April 12, 2006 proxy statement and (b) ratifying the appointment of Porter Keadle Moore, LLP.
Andrew K. Walker, Carl E. Hansson and Jackson P. Turner, the nominees of the Board of Directors, were elected directors to serve another term. Peter L. Gatti, Jim P. Meadows, John S. Martin, III, Brent H. Baker, and Charles Y. Allgood are the other directors of the Company and their terms of office continued after the meeting.
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Nominees | Votes Cast For | Votes Withheld |
Andrew K. Walker | 953,000 | 0 |
Carl E. Hansson | 953,000 | 0 |
Jackson P. Turner | 950,750 | 2,250 |
The appointment of independent auditors also received the requisite number of affirmative votes required for approval pursuant to the bylaws of the Company. Of the 1,502,000 outstanding shares of the Company, the vote was as follows: 947,750 shares voted for, 5,250 voted against, and no abstentions.
Item 6.
Exhibits
Exhibit Number | Exhibit | Sequential Page |
3.1 | Articles of Incorporation as Amended and Restated(1) | -- |
3.2 | Bylaws(1) | -- |
4.1 | See Exhibits 3.1 and 3.2 for provisions of the Articles of Incorporation and Bylaws defining rights of holders of the Common Stock |
-- |
10.1 | Real Estate Agreement (main office property) dated September 18,2003(1) | -- |
10.2 | Lease of branch bank office(3) | -- |
10.3* | Employment Agreement of Andrew K. Walker(1) | -- |
10.4* | Form of Warrant Agreement(1) | -- |
10.5* | Employment Agreement of Sam R. Story, III(2) | -- |
10.6* | Employment Agreement of Richard E. Bell(1) | -- |
10.7* | Stock Warrant Plan(2) | -- |
10.8* | 2004 Stock Option Plan(4) | -- |
10.9* | Form of Stock Option Agreement(4) | -- |
31 | Rule 13a-14(a)/15d-14(a) Certifications | 14 |
32 | Section 1350 Certifications | 16 |
_______________________________
* Indicates a compensatory plan or contract.
(1) Previously filed as an exhibit to the registrant’s Registration Statement on Form SB-2 (Registration No. 333-109462), as filed with the SEC on October 3, 2003.
(2) Previously filed as an exhibit to the registrant’s Amendment No. 1 to Registration Statement on Form SB-2 (Registration No. 333-109462), as filed with the SEC on December 4, 2003.
(3) Previously filed as an exhibit to the registrant’s annual report on Form 10-KSB for the year ended December 31, 2004 (SEC File No. 333-109462).
(4) Previously filed as an exhibit to the registrant's quarterly report on Form 10-QSB for the quarter ended June 30, 2004 (SEC File No. 333-109462).
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: August 11, 2006 Date: August 11, 2006 | ALLIED BANCSHARES, INC. By: /s/Andrew K. Walker Andrew K. Walker, President and C.E.O. By: /s/Richard E. Bell Richard E. Bell, C.A.O. and C.F.O. |
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