SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) X Quarterly Report under Section 13 or 15(d) of the Securities Exchange - --- Act of 1934 For the quarterly period ended March 31, 2001. or ___ Transition Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from _______________ to ________________. Commission File No. 0-23980 ------- Georgia Bank Financial Corporation ---------------------------------- (Exact name of registrant as specified in its charter) Georgia 58-2005097 ------- ---------- (State of Incorporation) (I.R.S. Employer Identification No.) 3530 Wheeler Road, Augusta, Georgia 30909 ----------------------------------------- (Address of principal executive offices) (706) 738-6990 -------------- (Issuer's telephone number, including area code) Not Applicable -------------- (Former name, former address and former fiscal year, if changed since last report) 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 ----- ---- APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 2,074,381 shares of common stock, $3.00 par value per share, issued and outstanding as of March 31, 2001. GEORGIA BANK FINANCIAL CORPORATION FORM 10-Q INDEX Page Part I FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Consolidated Balance Sheets as of March 31, 2001 and December 31, 2000 3 Consolidated Statements of Income for the three months ended March 31, 2001 and March 31, 2000 4 Consolidated Statements of Cash Flows for the three months ended March 31, 2001 and March 31, 2000 5 Notes to Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 Item 3. Quantitative and Qualitative Disclosures about Market Risk 14 Part II OTHER INFORMATION Item 1. Legal Proceedings * Item 2. Changes in Securities * Item 3. Defaults Upon Senior Securities * Item 4. Submission of Matters to a Vote of Security Holders * Item 5. Other Information * Item 6. Exhibits and Reports on Form 8-K * Signature 16 * No information submitted under this caption 1 PART I FINANCIAL INFORMATION 2 GEORGIA BANK FINANCIAL CORPORATION AND SUBSIDIARY Consolidated Balance Sheets (Unaudited) March 31, December 31, 2001 2000 ------------ ------------ ASSETS Cash and due from banks $ 14,153,561 $ 14,674,253 Federal funds sold 20,018,000 10,820,000 Interest bearing deposits in other banks 516,548 500,000 ------------ ------------ Cash and cash equivalents 34,688,109 25,994,253 Investment Securities Available-for-sale 78,664,814 73,660,371 Held-to-maturity, at cost (fair values of $8,611,472 and $8,662,286, respectively) 8,439,505 8,613,741 Loans 295,998,195 283,573,028 Less allowance for loan losses (4,356,587) (4,142,841) ------------ ------------ Loans, net 291,641,608 279,430,187 Premises and equipment, net 11,704,556 10,710,745 Accrued interest receivable 3,206,138 3,537,384 Other real estate 130,388 80,410 Intangible assets, net 338,949 369,721 Other assets 4,035,894 3,394,201 ------------ ------------ $432,849,961 $405,791,013 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Deposits Non-interest bearing $ 50,171,206 $ 50,138,476 Interest bearing NOW accounts 46,625,159 40,319,547 Savings 107,763,043 96,880,744 Money management accounts 17,133,191 15,246,131 Time deposits over $100,000 58,423,646 54,325,411 Other time deposits 63,625,528 54,017,455 ------------ ------------ 343,741,773 310,927,764 Federal funds purchased and securities sold under repurchase agreements 24,873,377 32,095,552 Advances from Federal Home Loan Bank 24,000,000 24,000,000 Other borrowed funds 300,000 950,000 Accrued interest and other liabilities 3,977,932 3,434,153 ------------ ------------ Total liabilities 396,893,082 371,407,469 ------------ ------------ Stockholders' equity Common stock, $3.00 par value; authorized 10,000,000 shares; issued 2,093,152 in 2001 and 2000; outstanding 2,074,381 in 2001 and 2000 6,279,456 6,279,456 Additional paid-in capital 21,259,955 21,259,955 Retained earnings 8,153,827 7,168,491 Treasury stock, at cost, 18,771 shares (507,360) (507,360) Accumulated other comprehensive income 771,001 183,002 ------------ ------------ Total stockholders' equity 35,956,879 34,383,544 ------------ ------------ $432,849,961 $405,791,013 ============ ============ See accompanying notes to consolidated financial statements. 3 GEORGIA BANK FINANCIAL CORPORATION AND SUBSIDIARY Consolidated Statements of Income (Unaudited) Three Months Ended March 31, ------------------------------ 2001 2000 ---------- ---------- Interest Income Loans, including fees $6,572,132 $5,582,783 Investment securities 1,286,937 1,153,489 Federal funds sold 163,671 97,606 Interest bearing deposits in other banks 7,699 - ---------- ---------- 8,030,439 6,833,878 ---------- ---------- Interest Expense Deposits 3,443,919 2,895,656 Federal funds purchased and securities sold under repurchase agreements 284,643 129,927 Other borrowings 364,704 233,194 ---------- ---------- 4,093,266 3,258,777 ---------- ---------- Net Interest Income 3,937,173 3,575,101 Provision for loan losses 390,000 258,000 ---------- ---------- Net interest income after provision for loan losses 3,547,173 3,317,101 ---------- ---------- Non-interest Income Service charges and fees on deposits 802,265 639,948 Gain on sale of loans 556,913 118,844 Investment securities gain (loss), net 4,719 (28,517) Miscellaneous income 42,589 76,426 ---------- ---------- 1,406,486 806,701 ---------- ---------- Non-interest Expense Salaries 1,661,733 1,211,932 Employee benefits 492,549 360,567 Occupancy expenses 431,326 408,901 Other operating expenses 941,991 753,467 ---------- ---------- 3,527,599 2,734,867 ---------- ---------- Income before income taxes 1,426,060 1,388,935 Income tax expense 440,724 479,200 ---------- ---------- Net Income $ 985,336 $ 909,735 ========== ========== Basic net income per share $ 0.48 $ 0.43 Diluted net income per share $ 0.47 $ 0.43 Weighted average common shares outstanding 2,074,381 2,093,152 Weighted average number of common and common equivalent shares outstanding 2,077,024 2,093,152 See accompanying notes to consolidated financial statements. 4 GEORGIA BANK FINANCIAL CORPORATION AND SUBSIDIARY Consolidated Statements of Cash Flows (Unaudited) Three Months Ended March 31, 2001 2000 ------------- -------------- Cash flows from operating activities Net Income $ 985,336 $ 909,735 Adjustments to reconcile net income to net cash (used in) provided by operating activities Depreciation and amortization 281,360 279,735 Provision for loan losses 390,000 258,000 Net investment securities (gains) losses (4,719) 28,517 Net accretion of discount on investment securities (14,288) (7,775) (Gain) loss on disposal of premises and equipment (2,959) 204 Gain on sale of loans (556,913) (118,844) Real estate loans originated for sale (28,715,199) (7,928,275) Proceeds from sales of real estate loans 26,175,631 7,583,875 Net decrease (increase) in accrued interest receivable 331,246 (220,406) Net decrease (increase) in prepaid expense 11,356 (116,709) Net increase in other assets (954,063) (485,127) Net increase in accrued interest and other liabilities 543,779 1,052,593 ------------ ------------ Net cash (used in) provided by operating activities (1,529,433) 1,235,523 ------------ ------------ Cash flows from investing activities Proceeds from sales of available-for-sale securities 1,019,764 2,927,861 Proceeds from maturities of available-for-sale securities 13,407,742 725,680 Proceeds from maturities of held-to-maturity securities 172,000 36,008 Purchase of held-to-maturity securities - (207,532) Purchase of available-for-sale securities (18,521,693) (12,587,768) Purchase of FHLB stock - (171,600) Net increase in loans (9,635,328) (11,863,595) Net purchase of premises and equipment (1,287,741) (102,262) Proceeds from the sale of other real estate 80,410 - Proceeds from the sale of premises and equipment 46,301 35,923 ------------ ------------ Net cash used in investing activities (14,718,545) (21,207,285) ------------ ------------ Cash flows from financing activities Net increase in deposits 32,814,009 21,858,546 Net (decrease) increase in federal funds purchased and securities sold under repurchase agreements (7,222,175) 3,633,772 Payments on notes and bonds payable (650,000) (350,000) Advances from Federal Home Loan Bank - 17,000,000 Payments of Federal Home Loan Bank advances - (11,000,000) ------------ ------------ Net cash provided by financing activities 24,941,834 31,142,318 ------------ ------------ 5 GEORGIA BANK FINANCIAL CORPORATION AND SUBSIDIARY Consolidated Statements of Cash Flows (Unaudited) Three Months Ended March 31, 2001 2000 ------------- -------------- Net increase in cash and cash equivalents 8,693,856 11,170,556 Cash and cash equivalents at beginning of period 25,994,253 23,472,007 ------------ ------------ Cash and cash equivalents at end of period $ 34,688,109 $ 34,642,563 ============ ============ Supplemental disclosures of cash paid during the period for: Interest $ 3,592,363 $ 3,095,871 ============ ============ Income taxes $ - $ 12,000 ============ ============ Supplemental disclosure of non cash investing activities - other real estate acquired through loan foreclosures $ 130,388 $ 80,410 ============ ============ ============ ============ See accompanying notes to consolidated financial statements. 6 GEORGIA BANK FINANCIAL CORPORATION AND SUBSIDIARY Notes to Consolidated Financial Statements March 31, 2001 Note 1 - Basis of Presentation The accompanying consolidated financial statements include the accounts of Georgia Bank Financial Corporation and its wholly-owned subsidiary, Georgia Bank & Trust Company. Significant intercompany transactions and accounts are eliminated in the consolidation. The financial statements for the three months ended March 31, 2001 and 2000 are unaudited and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and footnotes included in the Company's annual report on Form 10-K for the year ended December 31, 2000. In the opinion of management, all adjustments necessary to present fairly the financial position and the results of operations and cash flows for the interim periods have been made. All such adjustments are of a normal recurring nature. The results of operations are not necessarily indicative of the results of operations which the Company may achieve for the entire year. Note 2 - Accounting Pronouncements In June 1998, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative Instruments and Hedging Activities". SFAS No. 133 is effective for financial statements for all fiscal quarters of fiscal years beginning after June 15, 1999. In June 1999, the FASB issued SFAS No. 137, "Accounting for Derivative Instruments and Hedging Activities - Deferral of the effective date of FASB Statement No. 133." SFAS No. 133, as amended, is now effective for all fiscal quarters of all fiscal years beginning after June 15, 2000. The Company adopted SFAS No. 133, as amended, effective January 1, 2001. The adoption of SFAS No. 133, as amended, did not have a material impact on the consolidated financial statements. Note 3 - Comprehensive Income The primary component of other comprehensive income for the Company is net unrealized gains and losses on investment securities. Total comprehensive income for the three months ended March 31, 2001 was $1,573,335 compared to $1,285,371 for the three months ended March 31, 2000. 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Forward-Looking Statements - -------------------------- Georgia Bank Financial Corporation (the "Company") may, from time-to-time, make written or oral forward-looking statements, including statements contained in the Company's filings with the Securities and Exchange Commission (the "Commission") and its reports to shareholders. Statements made in such documents, other than those concerning historical information, should be considered forward-looking and subject to various risks and uncertainties. Such forward-looking statements are made based upon management's belief as well as assumptions made by, and information currently available to, management pursuant to "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. The Company's actual results may differ materially from the results anticipated in forward-looking statements due to a variety of factors, including governmental monetary and fiscal policies, deposit levels, loan demand, loan collateral values, securities portfolio values, and interest rate risk management; the effects of competition in the banking business from other commercial banks, savings and loan associations, mortgage banking firms, consumer finance companies, credit unions, securities brokerage firms, insurance companies, money market mutual funds and other financial institutions operating in the Company's market area and elsewhere, including institutions operating through the Internet; changes in governmental regulation relating to the banking industry, including regulations relating to branching and acquisitions; failure of assumptions underlying the establishment of reserves for loan losses, including the value of collateral underlying delinquent loans, and other factors. The Company cautions that such factors are not exclusive. The Company does not undertake to update any forward-looking statement that may be made from time to time by, or on behalf of, the Company. Performance Overview -- Net Income - ---------------------------------- The Company's net income for the first quarter of 2001 was $985,000, which was an increase of $75,000 (8.3%) compared to net income of $910,000 for the first quarter of 2000. Basic net income per share for the three months ended March 31, 2001 was $0.48 compared to $0.43 for the three months ended March 31, 2000. The increase was a result of continued growth in loans as well as higher yielding investment securities. The provision for loan losses also increased to support the increased volume of loans. Interest expense on deposits also increased due to the higher volume of deposits. Additionally, the increase in the gain on sale of loans is attributable to the mortgage operations expansion in June 2000. Increases in salaries and employee benefits expense is a result of the increased mortgage and trust operations as well as increased personnel to support growth. 8 The annualized return on average assets for the Company was .98% for the three months ended March 31, 2001, compared to 1.03% for the same period last year. The decrease is primarily attributable to the increase in assets. Total assets of $432.8 million at March 31, 2001 reflects an increase of $27.1 million (6.7%) from year-end 2000. This increase is primarily attributable to higher loan, investment and fed funds sold balances since December 2000. Total loans at March 31, 2001 were $296.0 million which represented an increase of $12.4 million (4.4%) from December 31, 2000. Investment securities increased $4.8 million (5.9%) from December 31, 2000 and fed funds sold increased $9.2 million (8.5%) from December 31, 2000. The annualized return on average stockholders' equity was 11.36% for the three months ended March 31, 2001 compared to 11.95% for the comparable period in 2000. Total deposits have grown $32.8 million (10.67%) since December 31, 2000. The balance of securities sold under repurchase agreements has decreased $7.2 million (22.5%) from December 31, 2000. Advances from the Federal Home Loan Bank have remained constant since December 31, 2000. Net Interest Income - ------------------- Net interest income increased $362,000 (10.1%) in the first quarter of 2001 compared to the first quarter of 2000. The increase is due primarily to an increase in interest income resulting from an increase in the volume of loans. Interest earning assets increased $56.4 million (16.24%) over March 31, 2000. The increase in interest income was partially offset by an increase in interest expense of $548,000 (18.9%) for the three month period ended March 31, 2001 compared to the three month period ended March 31, 2000. Interest bearing deposits increased $38.0 million (14.9%) since March 31, 2000. The Company's net interest margin was 4.22% for the three months ended March 31, 2001 compared to 4.36% for the three months ended March 31, 2000. Non-interest Income - ------------------- Non-interest income increased $600,000 (74.40%) compared to the three month period ended March 31, 2000. The increase in non-interest income was primarily attributable to gain on sale of loans which increased $438,000 (368.6%) compared to the three months ended March 31, 2000. This is due to the mortgage operations expansion in June 2000. Service charges and fees on deposits increased $162,000 (25.4%) as compared to the three months ended March 31, 2000. This is related to the increased volume of deposits. 9 Non-interest Expense - -------------------- Non-interest expense increased $793,000 (29.0%) from the first quarter of 2000. Salary and benefits expense increased $582,000 (37.0%) in the first quarter of 2001 compared to the first quarter of 2000. Increases in salary and benefits expense are the result of the mortgage operations expansion in June 2000, the establishment of trust operations in late March 2000 and the continued expansion in the Company's local market that is reflected in additions to staff. Commissions that are based upon production, such as the mortgage and retail investment functions, have increased over the comparable 2000 quarter due to increased sales production in these areas. Moderate increases in occupancy expense of $22,000 (5.5%) over the first quarter of 2000 resulted from the Company utilizing existing owned facilities for the trust and mortgage operations expansion and for other staff additions. The increase in other operating expenses of $189,000 (25.0%) for the three months ended March 31, 2001 is primarily a result of increased marketing expense, increased internet bank and trust processing due to increased customers, increased data processing expense related to the current bank software conversion, and increased postage expense. Income Taxes - ------------ Income taxes in the first quarter of 2001 totaled $441,000, a decrease of $38,000 over the first quarter of 2000. The effective tax rate for the three months ended March 31, 2001 was 30.9% compared to 34.5%for the three months ended March 31, 2000. Income taxes are provided in interim periods based on the estimated effective tax rate expected to be applicable for the full fiscal year. Asset Quality - ------------- Table 1 shows the current and prior period amounts of non-performing assets. Non-performing assets were $1.9 million at March 31, 2001 compared to $2.0 million at December 31, 2000 and $1.2 million at March 31, 2000. The ratio of non-performing assets to total loans and other real estate was 0.64% at March 31, 2001, compared to 0.72% at December 31, 2000 and 0.46% at March 31, 2000. The control and monitoring of non-performing assets continues to be a priority of management. Loans past due 90 days or more and still accruing were $0 at March 31, 2001 compared to $0 at December 31, 2000 and $375,000 at March 31, 2000. Management's present policy requires loans past due 90 days or more to be placed on nonaccrual status. Additions to the allowance for loan losses are made periodically to maintain the allowance at an appropriate level based upon management's analysis of potential risk in the loan portfolio. The amount of the loan loss provision is determined by an evaluation of the level of loans outstanding, the level of non-performing loans, historical loan loss experience, delinquency trends, the amount of actual losses charged to the allowance in a given period, and an assessment of economic conditions. A provision for losses in the amount of $390,000 was charged to expense for the quarter ended March 31, 2001 compared to $258,000 for the quarter ended March 31, 2000. At March 31, 2001 the 10 ratio of allowance for loan losses to total loans was 1.47% compared to 1.46% at December 31, 2000 and 1.51% at March 31, 2000. Management considers the current allowance for loan losses appropriate based upon its analysis of the potential risk in the portfolio, although there can be no assurance that the assumptions underlying such analysis will continue to be correct. Liquidity and Capital Resources - ------------------------------- The Company's liquidity remains adequate to meet operating and loan funding requirements. The loan to deposit ratio at March 31, 2001 was 86.11% compared to 91.20% at December 31, 2000 and 82.40% at March 31, 2000. The decrease in the loan to deposit ratio from December 31, 2000 reflects the significant increase in deposits in the first quarter of 2001. The Company has also utilized borrowings from the Federal Home Loan Bank and securities sold under repurchase agreements to fund additional growth. At March 31, 2001, the Company had an additional $6.0 million available on its advance line with the Federal Home Loan Bank. Stockholders' equity to total assets was 8.31% at March 31, 2001 compared to 8.47% at December 31, 2000. This decrease reflects the growth of the Company during the first three months of the year. The capital of the Company and the Bank exceeded all required regulatory guidelines at March 31, 2001. The Company's Tier 1 risk-based, total risk-based and the leverage capital ratios were 10.70%, 11.95%, and 8.52%, respectively, at March 31, 2001. Table 2 reflects the current regulatory capital levels in more detail, including comparisons to the regulatory minimums. Management is not aware of any events or uncertainties that are reasonably likely to have a material affect on the Company's liquidity, capital resources or operations. Effects of Inflation and Changing Prices - ---------------------------------------- Inflation generally increases the cost of funds and operating overhead and to the extent loans and other assets bear variable rates, the yields on such assets. Unlike most industrial companies, virtually all of the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates generally have a more significant impact on the performance of a financial institution than the effects of general levels of inflation. Although interest rates do not necessarily move in the same direction and to the same extent as the prices of goods and services, increases in inflation generally have resulted in increased interest rates. In addition, inflation can increase a financial institution's cost of goods and services purchased, the cost of salaries and benefits, occupancy expense and similar items. Inflation and related increases in interest rates generally decrease the market value of investments and loans held and may adversely affect liquidity, earnings, and stockholders' equity. Mortgage originations and refinancings tend to slow as interest rates increase, and can reduce the Company's earnings from such activities and the income from the sale of residential mortgage loans in the secondary market. 11 Table 1 - ------- GEORGIA BANK FINANCIAL CORPORATION AND SUBSIDIARY CONSOLIDATED FINANCIAL DATA (Dollars in Thousands) (Unaudited) Three Months Ended March 31, --------------------------------- PROFITABILITY 2001 2000 - ------------- ------ -------- Return on average assets * .98% 1.03% Return on average equity * 11.36% 11.95% ALLOWANCE FOR LOAN LOSSES - ------------------------- Beginning balance, January 1, $4,143 $3,592 Provision charged to expense 390 258 Recoveries 28 30 Loans charged off 204 76 Ending balance, March 31, $4,357 $3,804 NON-PERFORMING ASSETS March 31, 2001 December 31, 2000 March 31, 2000 - ---------------------- Non-accrual loans $1,754 $1,950 $1,150 Other real estate owned 130 80 17 ------ ------ ------ Total non-performing assets $1,884 $2,030 $1,167 ====== ====== ====== LOANS PAST DUE 90 DAYS OR MORE AND STILL ACCRUING $ 0 $ 0 $ 375 ====== ====== ====== * Annualized 12 Table 2 - ------- Georgia Bank Financial Corporation and Georgia Bank & Trust Company Regulatory Capital Requirements March 31, 2001 (Dollars in Thousands) Actual Required Excess Amount Percent Amount Percent Amount Percent ------------------ ------------------ ---------------- Georgia Bank Financial Corporation Risk-based capital: Tier 1 capital $34,847 10.70% 13,026 4.00% 21,821 6.70% Total capital 38,921 11.95% 26,051 8.00% 12,870 3.95% Tier 1 leverage ratio 34,847 8.52% 16,368 4.00% 18,479 4.52% Georgia Bank & Trust Company Risk-based capital: Tier 1 capital $33,031 10.20% 12,957 4.00% 20,074 6.20% Total capital 37,084 11.45% 25,913 8.00% 11,171 3.45% Tier 1 leverage ratio 33,031 8.11% 16,299 4.00% 16,732 4.11% 13 Item 3. Quantitative and Qualitative Disclosures About Market Risk As of March 31, 2001, there were no substantial changes from the interest rate sensitivity analysis or the market value of portfolio equity for various changes in interest rate calculated as of December 31, 2000. The foregoing disclosures related to the market risk of the Company should be read in conjunction with the Company's audited consolidated financial statements, related notes and management's discussion and analysis of financial condition and results of operations for the year ended December 31, 2000 included in the Company's 2000 annual report on Form 10K, Item 7A. 14 Part II OTHER INFORMATION Item 1. Legal Proceedings There are no material pending legal proceedings to which the Company or any of its subsidiaries is a party or of which any of their property is subject. Item 2. Changes in Securities Not applicable Item 3. Defaults Upon Senior Securities Not applicable Item 4. Submission of Matters to a Vote of Security Holders None Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 3.1 Articles of Incorporation of the Company incorporated by reference from the Company's registration statement on Form SB-2 filed August 20, 1997 (Registration No. 333-34037). 3.2 Bylaws of the Company (Incorporated by reference to the Company's Form 10-SB, dated April 29, 1994). (b) Reports on Form 8-K None 15 GEORGIA BANK FINANCIAL CORPORATION Form 10-Q Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GEORGIA BANK FINANCIAL CORPORATION Date: May 10, 2001 By: /s/ Ronald L. Thigpen ------------ --------------------------------- Ronald L. Thigpen Executive Vice President, Chief Operating Officer (Duly Authorized Officer of Registrant and Principal Financial Officer) 16