Form 10-Q
Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-Q

 


 

Quarterly Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

For the Quarterly Period Ended March 31, 2005

 

Commission File Number 2-83157

 


 

SOUTHEASTERN BANKING CORPORATION

(Exact name of registrant as specified in its charter)

 


 

Georgia   58-1423423

(State or other jurisdiction of

incorporation or organization)

 

(IRS Employer

Identification No.)

 

P. O. Box 455, 1010 Northway, Darien, Georgia 31305

(Address of principal executive offices) (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  ¨

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

 

As of April 30, 2005, 3,304,149 shares of the registrant’s common stock, par value $1.25 per share, were outstanding.

 



Table of Contents

Table of Contents

 

     Page

Part I – Financial Information

    

Item 1.

  Financial Statements (Unaudited):     
   

Consolidated Balance Sheets

   3
   

Consolidated Statements of Income

   4
   

Consolidated Statements of Shareholders’ Equity

   5
   

Consolidated Statements of Cash Flows

   6
   

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    22

Item 4.

  Controls and Procedures    22

Part II – Other Information

    

Item 1.

  Legal Proceedings    23

Item 2

  Unregistered Sales of Equity Securities and Use of Proceeds    23

Item 3.

  Defaults upon Senior Securities    23

Item 4.

  Submission of Matters to a Vote of Security Holders    23

Item 5.

  Other Information    23

Item 6.

  Exhibits    23

Signatures

   25

 

2


Table of Contents

Part I - Financial Information

 

Southeastern Banking Corporation

 

Consolidated Balance Sheets

 

     (Unaudited)        
    

March 31,

2005


    December 31,
2004


 

Assets

                

Cash and due from banks

   $ 19,705,272     $ 17,923,519  

Federal funds sold

     27,708,000       31,118,000  
    


 


Cash and cash equivalents

     47,413,272       49,041,519  

Investment securities

                

Held-to-maturity (market value of approximately $37,989,000 and $38,769,000 at March 31, 2005 and December 31, 2004)

     36,731,917       36,988,268  

Available-for-sale, at market value

     85,778,462       80,895,767  
    


 


Total investment securities

     122,510,379       117,884,035  

Loans, gross

     218,464,038       218,708,809  

Unearned income

     (195,780 )     (204,306 )

Allowance for loan losses

     (4,127,009 )     (4,134,048 )
    


 


Loans, net

     214,141,249       214,370,455  

Premises and equipment, net

     9,273,644       9,254,380  

Intangible assets

     608,365       622,918  

Other assets

     5,429,399       9,581,911  
    


 


Total Assets

   $ 399,376,308     $ 400,755,218  
    


 


Liabilities and Shareholders’ Equity

                

Liabilities

                

Deposits

                

Noninterest-bearing deposits

   $ 75,528,708     $ 70,186,636  

Interest-bearing deposits

     266,182,501       269,123,254  
    


 


Total deposits

     341,711,209       339,309,890  

U. S. Treasury demand note

     962,850       1,431,211  

Federal Home Loan Bank advances

     5,000,000       5,000,000  

Other liabilities

     2,164,987       5,772,356  
    


 


Total liabilities

     349,839,046       351,513,457  
    


 


Shareholders’ Equity

                

Common stock ($1.25 par value; 10,000,000 shares authorized; 3,580,797 shares issued; 3,304,149 shares outstanding)

     4,475,996       4,475,996  

Additional paid-in-capital

     1,391,723       1,391,723  

Retained earnings

     48,778,015       47,828,636  

Treasury stock, at cost (276,648 shares)

     (4,815,629 )     (4,815,629 )
    


 


Realized shareholders’ equity

     49,830,105       48,880,726  

Accumulated other comprehensive income - unrealized (losses) gains on available-for-sale securities, net of tax

     (292,843 )     361,035  
    


 


Total shareholders’ equity

     49,537,262       49,241,761  
    


 


Total Liabilities and Shareholders’ Equity

   $ 399,376,308     $ 400,755,218  
    


 


 

See accompanying notes to consolidated financial statements.

 

 

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Southeastern Banking Corporation

 

Consolidated Statements of Income

 

(Unaudited)

 

Three Months Ended March 31,


   2005

   2004

 

Interest income

               

Loans, including fees

   $ 3,947,403    $ 3,582,597  

Federal funds sold

     145,065      22,098  

Investment securities

               

Taxable

     908,445      1,050,258  

Tax-exempt

     372,871      378,294  

Other assets

     11,013      9,109  
    

  


Total interest income

     5,384,797      5,042,356  
    

  


Interest expense

               

Deposits

     902,750      803,068  

Federal funds purchased

     —        39  

U. S. Treasury demand note

     3,388      955  

Federal Home Loan Bank advances

     74,000      74,822  
    

  


Total interest expense

     980,138      878,884  
    

  


Net interest income

     4,404,659      4,163,472  

Provision for loan losses

     93,333      203,583  
    

  


Net interest income after provision for loan losses

     4,311,326      3,959,889  
    

  


Noninterest income

               

Service charges on deposit accounts

     544,187      610,863  

Investment securities losses, net

     —        (3,306 )

Other operating income

     304,404      314,998  
    

  


Total noninterest income

     848,591      922,555  
    

  


Noninterest expense

               

Salaries and employee benefits

     1,910,351      1,698,357  

Occupancy and equipment, net

     642,401      597,202  

Other operating expense

     624,924      668,697  
    

  


Total noninterest expense

     3,177,676      2,964,256  
    

  


Income before income tax expense

     1,982,241      1,918,188  

Income tax expense

     603,322      578,707  
    

  


Net income

   $ 1,378,919    $ 1,339,481  
    

  


Basic earnings per common share

   $ 0.42    $ 0.40  
    

  


Weighted average common shares outstanding

     3,304,149      3,312,539  

 

See accompanying notes to consolidated financial statements.

 

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Southeastern Banking Corporation

 

Consolidated Statements of Shareholders’ Equity

 

(Unaudited)

 

     Common
Stock


   Additional
Paid-In
Capital


   Retained
Earnings


    Treasury
Stock


    Accumulated
Other
Comprehensive
Income


    Total

 

Balance, December 31, 2003

   $ 4,475,996    $ 1,391,723    $ 45,330,975     $ (4,600,167 )   $ 1,166,730     $ 47,765,257  

Comprehensive income:

                                              

Net income

     —        —        1,339,481       —         —         1,339,481  

Other comprehensive income, net of tax effect of $263,932:

                                              

Change in unrealized gains on available-for-sale securities

     —        —        —         —         512,339       512,339  
                                          


Total comprehensive income

                                           1,851,820  
                                          


Cash dividends declared ($0.12 1/2 per share)

     —        —        (414,068 )     —         —         (414,068 )
    

  

  


 


 


 


Balance, March 31, 2004

   $ 4,475,996    $ 1,391,723    $ 46,256,388     $ (4,600,167 )   $ 1,679,069     $ 49,203,009  
    

  

  


 


 


 


Balance, December 31, 2004

   $ 4,475,996    $ 1,391,723    $ 47,828,636     $ (4,815,629 )   $ 361,035     $ 49,241,761  

Comprehensive income:

                                              

Net income

     —        —        1,378,919       —         —         1,378,919  

Other comprehensive income, net of tax effect of $336,846:

                                              

Change in unrealized gains (losses) on available-for-sale securities

     —        —        —         —         (653,878 )     (653,878 )
                                          


Total comprehensive income

                                           725,041  
                                          


Cash dividends declared ($0.13 per share)

     —        —        (429,540 )     —         —         (429,540 )
    

  

  


 


 


 


Balance, March 31, 2005

   $ 4,475,996    $ 1,391,723    $ 48,778,015     $ (4,815,629 )   $ (292,843 )   $ 49,537,262  
    

  

  


 


 


 


 

See accompanying notes to consolidated financial statements.

 

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Southeastern Banking Corporation

 

Consolidated Statements of Cash Flows

 

(Unaudited)

 

Three Months Ended March 31,


   2005

    2004

 

Operating activities

                

Net income

   $ 1,378,919     $ 1,339,481  

Adjustments to reconcile net income to net cash provided by operating activities:

                

Provision for loan losses

     93,333       203,583  

Depreciation

     215,593       198,492  

Amortization and accretion, net

     80,520       192,261  

Investment securities losses, net

     —         3,306  

Net (gains) losses on other real estate

     (24,018 )     14,178  

Changes in assets and liabilities:

                

(Increase) decrease in other assets

     (38,961 )     129,752  

Increase (decrease) in other liabilities

     9,865       (310,434 )
    


 


Net cash provided by operating activities

     1,715,251       1,770,619  
    


 


Investing activities

                

Principal collections and maturities of investment securities:

                

Held-to-maturity

     682,000       1,305,500  

Available-for-sale

     32,993,122       12,552,940  

Proceeds from sales of investment securities available-for-sale

     4,373,125       1,659,084  

Purchases of investment securities held-to-maturity

     (456,602 )     (788,166 )

Purchases of investment securities available-for-sale

     (40,877,984 )     (20,796,056 )

Net decrease in loans

     175,457       5,469,139  

Proceeds from sales of other real estate

     134,377       37,065  

Capital expenditures, net

     (234,857 )     (75,657 )
    


 


Net cash used in investing activities

     (3,211,362 )     (636,151 )
    


 


Financing activities

                

Net increase in deposits

     2,401,319       9,075,444  

Net (decrease) increase in U. S. Treasury demand note

     (468,361 )     136,516  

Dividends paid

     (2,065,094 )     (2,120,025 )
    


 


Net cash (used in) provided by financing activities

     (132,136 )     7,091,935  
    


 


Net (decrease) increase in cash and cash equivalents

     (1,628,247 )     8,226,403  

Cash and cash equivalents at beginning of period

     49,041,519       26,405,941  
    


 


Cash and cash equivalents at end of period

   $ 47,413,272     $ 34,632,344  
    


 


Supplemental disclosure

                

Cash paid during the period

                

Interest

   $ 1,016,261     $ 979,564  

Noncash investing and financing activities

                

Broker receivable for security sales

   $ (4,373,125 )   $ —    

Broker payable for security purchases

     (1,981,680 )     —    

Real estate acquired through foreclosure

     196,799       63,585  

Loans made in connection with sales of foreclosed real estate

     221,758       —    

 

See accompanying notes to consolidated financial statements.

 

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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 accounting principles generally accepted in the United States of America 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 three months ended March 31, 2005 are not necessarily indicative of trends or results to be expected for the full year 2005. 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, 2004. There have been no significant changes to the Company’s Accounting Policies as disclosed in the 2004 Form 10-K.

 

2. Recent Accounting Standards

 

The Meaning of Other-Than-Temporary Impairment & Its Application to Certain Investments

 

In March 2004, the Emerging Issues Task Force (EITF) reached a consensus on EITF Issue NO. 03-1, “The Meaning of Other-Than-Temporary Impairment & Its Application to Certain Investments.” The Issue provides guidance for evaluating whether securities are other-than-temporarily impaired and requires certain disclosures. The Company adopted the current provisions of this Issue effective December 31, 2004.

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

This Analysis should be read in conjunction with the 2004 Annual Report on Form 10-K and the consolidated financial statements & related notes on pages 3 – 7 of this quarterly filing. The Company’s accounting policies, which are described in detail in Form 10-K, are integral to understanding the results reported. The Company’s accounting policies require management’s judgment in valuing assets, liabilities, commitments, and contingencies. A variety of factors could affect the ultimate value that is obtained when earning income, recognizing an expense, recovering an asset, or relieving a liability. This Analysis contains forward-looking statements with respect to business and financial matters. Actual results may vary significantly from those contained in these forward-looking statements. See the section entitled Forward-Looking Statements within this Analysis.

 

Description of Business

 

Southeastern Banking Corporation (the Company), with assets exceeding $399,376,000, 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 sixteen branch locations 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, and through an affiliation with Raymond James Financial Services, provides insurance agent and investment brokerage services.

 

Financial Condition

 

Consolidated assets totaled $399,376,308 at March 31, 2005, down $1,378,910 or 0.34% from year-end 2004 but up $16,375,253 or 4.28% from March 31, 2004. Asset growth was concentrated in the securities portfolio. Specifically, investment securities grew $4,626,344 or 3.92%; federal funds sold declined $3,410,000, and loans, $229,206. Loans comprised approximately 59%, investment securities, 34%, and federal funds sold, 7%, of earning assets at March 31, 2005 versus 59%, 32%, and 9% at December 31, 2004. Overall, earning assets approximated 92% of total assets at March 31, 2005. During the year-earlier period, total assets grew $8,633,321 or 2.31%. Growth in the investment portfolio and federal funds sold were the primary factors in the 2004 results. Refer to the Liquidity section of this Analysis for details on deposits and other funding sources.

 

Investment Securities

 

On a carrying value basis, investment securities grew $4,626,344 or 3.92% since December 31, 2004. Purchases of securities during the three-month period, including short-term securities with original maturities of 90 days or less, approximated $39,350,000, and redemptions, $33,675,000. The effective repricing of redeemed securities 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. In conjunction with asset/liability management, the Company continues to increase its proportionate holdings of mortgage-backed securities, corporates, and municipals when feasible to reduce its exposure to Agency securities with call features. At March 31, 2005, mortgage-backed securities, corporates, and municipals comprised 28%, 10%, and 30% of the portfolio. Overall, securities comprised 34% of earning assets at March 31, 2005, up 200 basis points from year-end 2004 levels. The portfolio yield approximated 4.75% in 2005 year-to-date.

 

Management believes the credit quality of the investment portfolio remains sound, with 59.80% of the carrying value of debt securities being backed by the U.S. Treasury or other U.S. Government-sponsored agencies at March 31, 2005. All of the Company’s corporate bonds were rated “A” or higher by at least

 

8


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one nationally recognized rating agency at March 31, 2005. The weighted average life of the portfolio remained less than 4.0 years at March 31, 2005. The amortized cost and estimated fair value of investment securities are delineated in the table below:

 

Investment Securities by Category

March 31, 2005


   Amortized
Cost


   Unrealized
Gains


   Unrealized
Losses


  

Fair

Value


(In thousands)                    

Available-for-sale:

                           

U. S. Government agencies

   $ 39,828    $ 10    $ 496    $ 39,342

Mortgage-backed securities

     34,401      136      612      33,925

Corporates

     11,993      547      29      12,511
    

  

  

  

       86,222      693      1,137      85,778

Held-to-maturity:

                           

States and political subdivisions

     36,732      1,347      90      37,989
    

  

  

  

Total investment securities

   $ 122,954    $ 2,040    $ 1,227    $ 123,767
    

  

  

  

 

As shown, the carrying value of the investment portfolio reflected $813,429 in net unrealized gains at March 31, 2005; refer to the Capital Adequacy section of this Analysis for more details on investment securities and related fair value. The Company does not have a concentration in the obligations of any issuer other than the U.S. Government and its agencies.

 

Loans

 

Loans, net of unearned income, declined a negligible $236,245 since year-end 2004. The net loans to deposits ratio aggregated 63.88% at March 31, 2005 versus 64.40% at December 31, 2004, and 61.35% a year ago. The decline in loans outstanding resulted primarily from pay-downs on large commercial loans in the normal course of business. Overall, the commercial portfolio fell $3,780,789 at March 31, 2005 compared to December 31, 2004. Basically all sectors of the commercial portfolio registered declines: Nonfarm real estate, agricultural, and governmental loans within the portfolio fell $3,214,370, $706,908, and $257,165 during the three-month period; other commercial/industrial loans grew $397,654. Balances in the consumer portfolio also declined $1,775,013 or 10.14% at March 31, 2005 compared to year-end 2004; real estate – mortgage loans fell $626,454 or 1.10%. Reduced demand was the chief element in the 2005 results. Although balances in the commercial, consumer, and real estate - mortgage portfolios declined, real estate - construction loans grew 10.51% or $5,937,485 during 2005 year-to-date. The majority of the growth within the construction portfolio was residential in nature. Most of the loans in the real estate-construction portfolio are preparatory to customers’ attainment of permanent financing or developer’s sale and are, by nature, short-term and somewhat cyclical; swings in these account balances are normal and to be expected. Although the Company, like peer institutions of similar size, originates permanent mortgages for new construction, it traditionally does not hold or service long-term mortgage loans for its own portfolio. Rather, permanent mortgages are typically brokered through a mortgage underwriter or government agency. The Company receives mortgage origination fees for its participation in these origination transactions; refer to the disclosures provided under Results of Operations for more details.

 

Despite economic uncertainties within the Company’s markets, management is optimistic that loan volumes will trend higher in 2005 than 2004. Managerial strategies to increase loan production include continuing competitive pricing on loan products, development of additional loan relationships, and purchase of loan participations from correspondent banks, all without compromising portfolio quality. During the same period last year, net loans fell 2.75% or $5,648,020. A decline in the commercial portfolio was the predominant factor in the 2004 results. Loans outstanding are presented by type in the table on the next page.

 

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Loans by Category


  

March 31,

2005


  

December 31,

2004


  

March 31,

2004


(In thousands)               

Commercial, financial, and agricultural1

   $ 84,004    $ 87,784    $ 79,820

Real estate – construction

     62,408      56,471      47,321

Real estate – residential mortgage2

     56,317      56,944      53,013

Consumer, including credit cards

     15,735      17,510      20,081
    

  

  

Loans, gross

     218,464      218,709      200,235

Unearned income

     196      204      203
    

  

  

Loans, net

   $ 218,268    $ 218,505    $ 200,032
    

  

  


1 Includes obligations of states and political subdivisions.
2 Typically have final maturities of 15 years or less.

 

The Company had no concentration of loans to borrowers engaged in any single industry that exceeded 10% of total loans for any of the periods presented. Although the Company’s loan portfolio is diversified, significant portions of its loans are collateralized by real estate. At March 31, 2005, the Company had approximately $170,001,000 in real estate loans, and an additional $18,754,000 commitment to extend credit on such loans. As required by policy, real estate loans are collateralized based on certain loan-to-appraised value ratios. A geographic concentration in loans arises given the Company’s operations within a regional area of southeast Georgia and northeast Florida. On an aggregate basis, commitments to extend credit and standby letters of credit approximated $36,259,000 at March 31, 2005; because a substantial amount of these contracts expire without being drawn upon, total contractual amounts do not represent future credit exposure or liquidity requirements. The Company has not funded or incurred any losses on letters of credit in 2005 year-to-date.

 

Nonperforming Assets

 

Nonperforming assets consist of nonaccrual loans, restructured loans, and foreclosed real estate and other assets. Overall, nonperforming assets approximated $1,259,000 at March 31, 2005, down $246,000 or 16.35% from year-end 2004 and 18.88% from March 31, 2004. As a percent of total assets, nonperforming assets totaled 0.32% at March 31, 2005 versus 0.38% at year-end 2004 and 0.41% a year ago. No material credits have been transferred or removed from nonaccrual status during 2005 year-to-date. Industry or individual concentrations within nonaccrual balances at March 31, 2005 included:

 

  a) Industry concentrations: Approximately 32% or $305,000 of nonaccrual balances at March 31, 2005 pertained to the shrimping industry; charge-offs on these particular loans approximated $39,000 during 2005 year-to-date. Collateral held varies but includes real estate and commercial fishing vessels. Management considers the allowance sufficient to absorb any additional losses that may result from these loans.

 

  b) Individual concentrations: At March 31, 2005, nonaccrual balances also included loans to one other borrower totaling $73,000. Due to the underlying collateral coverage, no significant losses, if any, are expected on this balance.

 

Refer to the subsection entitled Policy Note for criteria used by management in classifying loans as nonaccrual. The allowance for loan losses approximated 4.36X the nonperforming loans balance at March 31, 2005 versus 3.87X at year-end 2004 and 2.94X a year ago. Significant activity within foreclosed real estate balances included foreclosure of one borrower’s residential real estate valued at $94,000 and sale of an unrelated $150,000 parcel. Management is unaware of any other material developments in nonperforming assets at March 31, 2005 that should be presented or otherwise discussed.

 

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Loans past due 90 days or more approximated $797,000, or less than 1% of net loans, at March 31, 2005. Management is unaware of any material concentrations within these past due balances. The table below provides further information about nonperforming assets and loans past due 90 plus days:

 

Nonperforming Assets


  

March 31,

2005


   

December 31,

2004


   

March 31,

2004


 
(In thousands)                   

Nonaccrual loans:

                        

Commercial, financial, and agricultural

   $ 212     $ 312     $ 657  

Real estate – construction

     60       33       55  

Real estate – mortgage

     557       556       530  

Consumer, including credit cards

     117       168       90  
    


 


 


Total nonaccrual loans

     946     $ 1,069       1,332  

Restructured loans1

     —         —         —    
    


 


 


Total nonperforming loans

     946     $ 1,069       1,332  

Foreclosed real estate2

     259       409       213  

Other repossessed assets

     54       27       7  
    


 


 


Total nonperforming assets

   $ 1,259     $ 1,505     $ 1,552  
    


 


 


Accruing loans past due 90 days or more

   $ 797     $ 876     $ 655  
    


 


 


Ratios:

                        

Nonperforming loans to net loans

     0.43 %     0.49 %     0.67 %
    


 


 


Nonperforming assets to net loans plus foreclosed/repossessed assets

     0.58 %     0.69 %     0.78 %
    


 


 



1 Does not include restructured loans that yield a market rate.
2 Includes only other real estate acquired through foreclosure or in settlement of debts previously contracted.

 

Policy Note. Loans classified as nonaccrual have been placed in nonperforming, or impaired, status because the borrower’s ability to make future principal and/or interest payments has become uncertain. The Company considers a loan to be nonaccrual with the occurrence of any one of the following events: a) interest or principal has been in default 90 days or more, unless the loan is well-collateralized and in the process of collection; b) collection of recorded interest or principal is not anticipated; or c) income on the loan is recognized on a cash basis due to deterioration in the financial condition of the borrower. Smaller balance consumer loans are generally not subject to the above-referenced guidelines and are normally placed on nonaccrual status or else charged-off when payments have been in default 90 days or more. Nonaccrual loans are reduced to the lower of the principal balance of the loan or the market value of the underlying real estate or other collateral net of selling costs. Any impairment in the principal balance is charged against the allowance for loan losses. Accrued interest on any loan placed on nonaccrual status is reversed. Interest income on nonaccrual loans, if subsequently recognized, is recorded on a cash basis. No interest is subsequently recognized on nonaccrual (or former nonaccrual) loans until all principal has been collected. Loans are classified as restructured when either interest or principal has been reduced or deferred because of deterioration in the borrower’s financial position. Foreclosed real estate represents real property acquired by foreclosure or directly by title or deed transfer in settlement of debt. Provisions for subsequent devaluations of foreclosed real estate are charged to operations, while costs associated with improving the properties are generally capitalized.

 

Allowance for Loan Losses

 

The Company continuously reviews its loan portfolio and maintains an allowance for loan losses available to absorb losses inherent in the portfolio. The three-month provision for loan losses at March 31, 2005 totaled $93,333 and net charge-offs, $100,372. The comparable provision and charge-off amounts at March 31, 2004 were $203,583 and $115,295. Net charge-offs represented 0.18% of average

 

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loans at March 31, 2005 compared to 0.23% at March 31, 2004 and 0.54% in 2003. No single charge-off exceeded $39,000 at March 31, 2005. The Company is committed to the early recognition of problem loans and to an appropriate and adequate level of allowance. The adequacy of the allowance is further discussed in the next subsection of this Analysis. Activity in the allowance is presented in the table below:

 

Allowance for Loan Losses

Three Months Ended March 31,


   2005

    2004

    2003

 
(Dollars in thousands)                   

Allowance for loan losses at beginning of year

   $ 4,134     $ 3,833     $ 3,601  

Provision for loan losses

     93       204       234  

Charge-offs:

                        

Commercial, financial, and agricultural

     71       40       123  

Real estate – construction

     —         12       3  

Real estate – mortgage

     15       24       56  

Consumer, including credit cards

     75       98       105  
    


 


 


Total charge-offs

     161       174       287  
    


 


 


Recoveries:

                        

Commercial, financial, and agricultural

     10       2       5  

Real estate – construction

     —         —         —    

Real estate – mortgage

     3       15       4  

Consumer, including credit cards

     48       41       40  
    


 


 


Total recoveries

     61       58       49  
    


 


 


Net charge-offs

     100       116       238  
    


 


 


Allowance for loan losses at end of period

   $ 4,127     $ 3,921     $ 3,597  
    


 


 


Net loans outstanding1 at end of period

   $ 218,268     $ 200,032     $ 177,387  
    


 


 


Average net loans outstanding1 at end of period

   $ 216,733     $ 203,256     $ 175,880  
    


 


 


Ratios:

                        

Allowance to net loans

     1.89 %     1.96 %     2.03 %
    


 


 


Net charge-offs to average loans

     0.18 %     0.23 %     0.54 %
    


 


 


Provision to average loans

     0.17 %     0.40 %     0.53 %
    


 


 


Recoveries to total charge-offs

     37.89 %     33.33 %     17.07 %
    


 


 



1 Net of unearned income

 

The Company prepares a comprehensive analysis of the allowance for loan losses at least quarterly. SEB’s Board of Directors is responsible for affirming the allowance methodology and assessing the general and specific allowance factors in relation to estimated and actual net charge-off trends. The allowance for loan losses consists of three elements: a) specific allowances for individual loans; b) general allowances for loan pools based on historical loan loss experience and current trends; and c) allowances based on economic conditions and other risk factors in the Company’s markets. The specific allowance is based on a regular analysis of classified loans where the internal risk ratings are below a predetermined classification. The specific allowance established for these classified loans is based on a careful analysis of probable and potential sources of repayment, including cash flow, collateral value, and guarantor capacity. The general allowance is determined by the mix of loan products within the portfolio, an internal loan grading process, and associated allowance factors. These general allowance factors are updated at least annually and are based on a statistical loss analysis and current loan charge-off trends. The loss analysis examines loss experience for loan portfolio segments in relation to internal loan grades. Charge-off trends are analyzed for homogeneous loan categories (e.g., residential real estate, consumer loans, etc.). While formal loss and charge-off trend analyses are conducted annually,

 

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the Company continually monitors credit quality in all portfolio segments and revises the general allowance factors whenever necessary in order to address improving or deteriorating credit quality trends or specific risks associated with a given loan category. The third element, comprised of economic conditions, concentrations, and other risk factors, is based on marketplace conditions and/or events that may affect loan repayment in the near-term. This element requires a high degree of managerial judgment to anticipate the impact that economic trends, legislative or governmental actions, or other unique market and/or portfolio issues will have on credit losses. Consideration of other risk factors typically includes such issues as recent loss experience in specific portfolio segments, trends in loan quality, changes in market focus, and concentrations of credit. These factors are based on the influence of current external variables on portfolio risk, so there will typically be some movement between this element and the specific allowance component during various stages of the economic cycle. Because of their subjective nature, these risk factors are carefully reviewed by management and revised as conditions indicate. Based on its analyses, management believes the allowance was adequate at March 31, 2005.

 

Other Commitments

 

Other than construction of a permanent branch building to replace the temporary facility in Brunswick, Georgia, renovation of other SEB offices, and the purchase of new core banking software, the Company had no material plans or commitments for capital expenditures as of March 31, 2005. Planning for the permanent branch building and the software purchase have not been finalized, and potential capital expenditures cannot yet be estimated.

 

Liquidity

 

Liquidity is managed to ensure sufficient cash flow to satisfy demands for credit, deposit withdrawals, and other corporate needs. The Company’s sources of funds include a large, stable deposit base and secured advances from the Federal Home Loan Bank. Additional liquidity is provided by payments and maturities, including both principal and interest, of the loan and investment securities portfolios. At March 31, 2005, loans1 and investment securities with carrying values exceeding $101,230,000 and $8,146,000 were scheduled to mature in one year or less. The investment portfolio has also been structured to meet liquidity needs prior to asset maturity when necessary. The Company’s liquidity position is further strengthened by its access, on both a short- and long-term basis, to other local and regional funding sources.

 

Funding sources primarily comprise customer-based core deposits but also include borrowed funds and cash flows from operations. Customer-based core deposits, the Company’s largest and most cost-effective source of funding, comprised 91% of the funding base at March 31, 2005, virtually unchanged from 2004 levels. Borrowed funds, which variously encompass U.S. Treasury demand notes, federal funds purchased, and FHLB advances, totaled $5,962,850 at March 31, 2005 versus $6,431,211 at year-end 2004. More specifically, the maximum amount of U.S. Treasury demand notes available to the Company at March 31, 2005 totaled $3,000,000, of which $962,850 was outstanding. Unused borrowings under unsecured federal funds lines of credit from other banks, each with varying terms and expiration dates, totaled $22,000,000. Additionally, under a credit facility with the FHLB, the Company can borrow up to 16% of SEB’s total assets; at March 31, 2005, unused borrowings approximated $58,888,000. Refer to the subsection entitled FHLB Advances for details on the Company’s outstanding balance with the FHLB. Cash flows from operations also constitute a significant source of liquidity. Net cash from operations derives primarily from net income adjusted for noncash items such as depreciation and amortization, accretion, and the provision for loan losses.

 

Management believes the Company has the funding capacity, from operating activities or otherwise, to meet its financial commitments in 2005. Refer to the Capital Adequacy section of this Analysis for details on treasury stock purchases and intercompany dividend policy and the Financial Condition section for details on unfunded loan commitments.

 


1 No cash flow assumptions other than final contractual maturities have been made for installment loans. Nonaccrual loans are excluded.

 

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Deposits

 

Deposits grew a modest $2,401,319 or 0.70% since year-end 2004. Noninterest-bearing deposits increased $5,342,072 or 7.61%, while interest-bearing deposits fell $2,940,753 or 1.09%. Virtually the entire decline in interest-bearing balances was due to seasonal variation in local government balances, particularly NOW accounts. Notably, customers continue to utilize savings as an alternative to time certificates in the current low-rate environment; savings balances exceeded 36% of interest-bearing balances at March 31, 2005. Overall, interest-bearing deposits comprised 77.90%, and noninterest-bearing deposits, 22.10%, of total deposits at March 31, 2005. The distribution of interest-bearing balances at March 31, 2005 and certain comparable quarter-end dates is shown in the table below:

 

     March 31, 2005

    December 31, 2004

    March 31, 2004

 

Deposits


   Balances

   Percent
of Total


    Balances

   Percent
of Total


    Balances

   Percent
of Total


 
(Dollars in thousands)                                  

Interest-bearing demand deposits1

   $ 91,825    34.50 %   $ 98,352    36.55 %   $ 85,111    32.89 %

Savings

     97,977    36.81 %     95,414    35.45 %     97,034    37.50 %

Time certificates < $100,000

     45,015    16.91 %     45,256    16.82 %     48,471    18.73 %

Time certificates >= $100,000

     31,366    11.78 %     30,101    11.18 %     28,162    10.88 %
    

  

 

  

 

  

Total interest-bearing deposits

   $ 266,183    100.00 %   $ 269,123    100.00 %   $ 258,778    100.00 %
    

  

 

  

 

  


1 NOW and money market accounts.

 

Deposits of one local governmental body comprised approximately $33,244,000 and $36,468,000 of the overall deposit base at March 31, 2005 and December 31, 2004. Brokered deposits totaled $594,000 at both March 31, 2005 and year-end 2004.

 

Approximately 83% of time certificates at March 31, 2005 were scheduled to mature within the next twelve months. The composition of average deposits and the fluctuations therein at March 31 for the last two years is shown in the Average Balances table included in the Operations section of this Analysis.

 

FHLB Advances

 

Advances outstanding with the FHLB totaled $5,000,000 at March 31, 2005, unchanged from year-end 2004. The outstanding advance, which matures March 17, 2010, accrues interest at an effective rate of 6.00%, payable quarterly. The advance is convertible into a three-month Libor-based floating rate anytime at the option of the FHLB. Year-to-date, interest expense on the advance approximated $74,000. Mortgage-backed securities were pledged to collateralize advances under this line of credit.

 

Interest Rate and Market Risk/Interest Rate Sensitivity

 

The normal course of business activity exposes the Company to interest rate risk. Fluctuations in interest rates may result in changes in the fair market value of the Company’s financial instruments, cash flows, and net interest income. The asset/liability committee regularly reviews the Company’s exposure to interest rate risk and formulates strategy based on acceptable levels of interest rate risk. The overall objective of this process is to optimize the Company’s financial position, liquidity, and net interest income, while limiting volatility to net interest income from changes in interest rates. The Company uses gap analysis and simulation modeling to measure and manage interest rate sensitivity.

 

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An indicator of interest rate sensitivity is the difference between interest rate sensitive assets and interest rate sensitive liabilities; this difference is known as the interest rate sensitivity gap. In an asset sensitive, or positive, gap position, the amount of interest-earning assets maturing or repricing within a given period exceeds the amount of interest-bearing liabilities maturing or repricing within that same period. Conversely, in a liability sensitive, or negative, gap position, the amount of interest-bearing liabilities maturing or repricing within a given period exceeds the amount of interest-earning assets maturing or repricing within that time period. During a period of rising rates, a negative gap would tend to affect net interest income adversely, while a positive gap would theoretically result in increased net interest income. In a falling rate environment, a negative gap would tend to result in increased net interest income, while a positive gap would affect net interest income adversely. The gap analysis below provides a snapshot of the Company’s interest rate sensitivity position at March 31, 2005:

 

     Repricing Within

    Total

Interest Rate Sensitivity

March 31, 2005


   0 - 3
Months


    4 - 12
Months


    One - Five
Years


    More
Than Five
Years


   
(Dollars in thousands)                             

Interest Rate Sensitive Assets

                                      

Federal funds sold

   $ 27,708                             $ 27,708

Securities1

     2,582     $ 5,930     $ 77,294     $  37,148       122,954

Loans, gross2

     118,320       21,678       72,399       5,121       217,518

Other assets

     1,247       —         —         —         1,247
    


 


 


 


 

Total interest rate sensitive assets

     149,857       27,608       149,693       42,269       369,427
    


 


 


 


 

Interest Rate Sensitive Liabilities

                                      

Deposits3

   $  207,063       46,367       12,693       60       266,183

U.S. Treasury demand note

     963       —         —         —         963

Federal Home Loan Bank advances

     —         —         5,000       —         5,000
    


 


 


 


 

Total interest rate sensitive liabilities

     208,026       46,367       17,693       60       272,146
    


 


 


 


 

Interest rate sensitivity gap

   $ (58,169)     $  (18,759)     $  132,000     $ 42,209     $ 97,281
    


 


 


 


 

Cumulative gap

   $ (58,169)     $  (76,928)     $ 55,072     $ 97,281        
    


 


 


 


     

Ratio of cumulative gap to total rate sensitive assets

     (15.75 )%     (20.82 )%     14.91 %     26.33 %      
    


 


 


 


     

Ratio of cumulative rate sensitive assets to rate sensitive liabilities

     72.04 %     69.76 %     120.24 %     135.75 %      
    


 


 


 


     

Cumulative gap at December 31, 2004

   $  (59,503)     $  (71,138)     $ 54,244     $ 91,758        
    


 


 


 


     

Cumulative gap at March 31, 2004

   $ (94,465)     $ (107,551)     $ 34,082     $ 87,454        
    


 


 


 


     

1 Distribution of maturities for available-for sale-securities is based on amortized cost. Additionally, distribution of maturities for mortgage-backed securities is based on expected average lives which may be different from the contractual terms. Equity securities, if any, are excluded.
2 No cash flow assumptions other than final contractual maturities have been made for installment loans with fixed rates. Nonaccrual loans are excluded.
3 NOW, money market, and savings account balances are included in the 0-3 months repricing category.

 

As shown in the table above, the Company’s gap position remained negative through the short-term repricing intervals at March 31, 2005, totaling $(58,169) at three months and $(76,928) through one-year. Excluding traditionally nonvolatile NOW and premium savings balances from the gap calculation, the

 

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cumulative gap at March 31, 2005 totaled $101,580 at three months and $82,821 at twelve months. The widening of the short-term gap position at March 31, 2005 versus year-end 2004 was primarily attributable to the purchase of investment securities with contractual maturities exceeding one year. The gap position is expected to widen further during 2005 as federal funds sold are reallocated to other earning assets and as seasonal deposits decline. Shortcomings are inherent in any gap analysis since certain assets and liabilities may not move proportionally as rates change. For example, the gap analysis presumes that all loans2 and securities1 will perform according to their contractual maturities when, in many cases, actual loan terms are much shorter than the original terms and securities are subject to early redemption.

 

In addition to gap analysis, the Company uses simulation modeling to test the interest rate sensitivity of net interest income and the balance sheet. Contractual maturity and repricing characteristics of loans are incorporated into the model, as are prepayment assumptions, maturity data, and call options within the investment portfolio. Non-maturity deposit accounts are modeled based on past experience. Simulation results quantify interest rate risks under various interest rate scenarios. In estimating the impact of these rate movements on the Company’s net interest income, the following general assumptions were made: a) Spreads on all loans, investment securities, and deposit products remain constant; b) Interest rate movements occur gradually over an extended period versus rapidly; and c) Loans and deposits are projected to grow at constant speeds. Limitations inherent with these assumptions include: a) Certain deposit accounts, in particular, interest-bearing demand deposits, infrequently reprice and historically, have had limited impact on net interest income from a rate perspective; b) In a down rate environment, competitive and other factors constrain timing of rate cuts on other deposit products whereas loans tied to prime and other variable indexes reprice instantaneously and, as amply demonstrated the last few years, securities with call or other prepayment features are likely to be redeemed prior to stated maturity and replaced at lower rates (lag effect); c) Changes in balance sheet mix, for example, unscheduled pay-offs of large commercial loans, are oftentimes difficult to forecast; and d) Rapid and aggressive rate movements by the Federal Reserve can materially impact estimated results. Management is optimistic that initiatives taken to increase loan production and diversify the securities portfolio have reduced the interest rate sensitivity of net interest income and the balance sheet, and such actions will continue.

 

The Company has not in the past, but may in the future, utilize interest rate swaps, financial options, financial futures contracts, or other rate protection instruments to reduce interest rate and market risks.

 

Impact of Inflation

 

The effects of inflation on the local economy and the Company’s operating results have been relatively modest the last several years. Because substantially all the Company’s assets and liabilities, including cash, securities, loans, and deposits, are monetary in nature, their values are less sensitive to the effects of inflation than to changing interest rates. As discussed in the preceding section, the Company attempts to control the impact of interest rate fluctuations by managing the relationship between its interest sensitive assets and liabilities.

 

Capital Adequacy

 

Federal banking regulators have established certain capital adequacy standards required to be maintained by banks and bank holding companies. These regulations define capital as either Tier 1 (primarily shareholders’ equity) or Tier 2 (certain debt instruments and a portion of the allowance for loan losses). The Company and SEB are subject to a minimum Tier 1 capital ratio (Tier 1 capital to risk-weighted assets) of 4%, total capital ratio (Tier 1 plus Tier 2 to risk-weighted assets) of 8%, and Tier 1 leverage ratio (Tier 1 to average quarterly assets) of 4%. To be considered a “well-capitalized” institution, the

 

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Tier 1 capital, total capital, and Tier 1 leverage ratios must equal or exceed 6%, 10%, and 5%, respectively. Banks and bank holding companies are prohibited from including unrealized gains and losses on debt securities in the calculation of risk-based capital but are permitted to include up to 45 percent of net unrealized pre-tax holding gains on equity securities in Tier 2 capital. The Company did not have any unrealized gains on equity securities includible in the risk-based capital calculations for any of the periods presented. The Company is committed to maintaining its well-capitalized status.

 

The Company’s capital ratios for the most recent periods are presented in the table below:

 

Capital Ratios


   March 31,
2005


    December 31,
2004


    March 31,
2004


 
(Dollars in thousands)                   

Tier 1 capital:

                        

Realized shareholders’ equity

   $ 49,830     $ 48,881     $ 47,524  

Intangible assets and other adjustments

     (608 )     (623 )     (671 )
    


 


 


Total Tier 1 capital

     49,222       48,258       46,853  
    


 


 


Tier 2 capital:

                        

Portion of allowance for loan losses

     3,101       3,201       2,970  

Allowable long-term debt

     —         —         —    
    


 


 


Total Tier 2 capital

     3,101       3,201       2,970  
    


 


 


Total risk-based capital

   $ 52,323     $ 51,459     $ 49,823  
    


 


 


Risk-weighted assets

   $ 247,155     $ 255,110     $ 236,675  
    


 


 


Risk-based ratios:

                        

Tier 1 capital

     19.92 %     18.92 %     19.80 %
    


 


 


Total risk-based capital

     21.17 %     20.17 %     21.05 %
    


 


 


Tier 1 leverage ratio

     12.28 %     12.34 %     12.58 %
    


 


 


Realized shareholders’ equity to assets

     12.47 %     12.21 %     12.47 %
    


 


 


 

Book value per share grew $0.29 or 1.96% during the first three months of 2005 to $15.08 at March 31, 2005. Dividends declared totaled $0.13, up 4.00% or $0.005 from 2004, which was up 4.17% from 2003. For more specifics on the Company’s dividend policy, refer to the subsection immediately following. Accumulated other comprehensive income, which measures net fluctuations in the fair values of investment securities, declined $635,878 at March 31, 2005 compared to year-end 2004. Movement in interest rates remained a dominant factor in the fair value results. Further details on investment securities and associated fair values are contained in the Financial Condition section of this Analysis.

 

Under existing authorization, the Company can purchase up to $10,000,000 in treasury stock. From 2000—2004, the Company repurchased 276,648 shares on the open market and through private transactions at an average price of $17.41 per share. No treasury stock purchases have been made in 2005 year-to-date. The maximum consideration available for additional purchases, at prices to be determined in the future, is $5,184,371. Any acquisition of additional shares will be dictated by market conditions. There is no expiration date for the treasury authorization.

 

Refer to the Financial Condition and Liquidity sections of this Analysis for details on planned capital expenditures.

 

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Table of Contents

Dividend Policy

 

The Parent Company is a legal entity separate and distinct from its subsidiaries, and its revenues and liquidity position depend primarily on the payment of dividends from its subsidiaries. State banking regulations limit the amount of dividends SEB may pay without prior approval of the regulatory agencies. Year-to-date, SEB has paid 25% or $728,160 of the $2,912,000 in cash dividends available to the Company in 2005 without such prior approval. The Company uses regular dividends paid by SEB in order to pay quarterly dividends to its own shareholders. Management anticipates that the Company will continue to pay cash dividends on a recurring basis.

 

Results of Operations

 

Net income for the 2005 first quarter totaled $1,378,919, up $39,438 or 2.94% from 2004. On a per share basis, quarterly earnings grew $0.02 to $0.42 at March 31, 2005 from $0.40 in 2004. The return on beginning equity for the three-month period totaled 11.28% at March 31, 2005 versus 11.50% in 2004. A 5.79% improvement in net interest income was the predominant factor in the 2005 results year-to-date. Variations in operating results are further discussed within the next two subsections of this Analysis.

 

Net Interest Income

 

Net interest income increased $241,187 or 5.79% during the first three months of 2005 compared to 2004. The net interest margin approximated 5.03% at March 31, 2005 versus 5.05% a year ago; the interest rate spread, 4.64% versus 4.72%. Interest earnings on loans, federal funds sold, and other earning assets improved $364,806, $122,967, and $1,904 from same period results in 2004 while earnings on investment securities fell 10.31% or $147,236. Overall improvements in average balances and, to a lesser extent, asset yields, precipitated the 2005 results. Asset yields averaged 6.10% at March 31, 2005 versus 6.07% in 2004; see the interest differential table on page 20 for more details on changes in interest income attributable to volume and rates at March 31, 2005 versus 2004. Interest expense on deposits and other borrowed funds increased $101,254 or 11.52% during the 2005 first quarter versus 2004. Cost of funds increased 11 basis points from 2004 levels, totaling 1.46% at March 31, 2005 versus 1.35% at March 31, 2004. The jump in cost of funds resulted primarily from higher deposit rates, particularly on NOW and money market accounts, at March 31, 2005 compared to 2004. Given the rising rate environment currently propelled by the Federal Reserve, managements expects costs of funds and corresponding interest expense to increase throughout 2005 as deposits and other funds reprice at higher levels. Reallocation of federal funds sold balances to other earning assets and anticipated loan growth in Brunswick and other markets are expected to alleviate declines in margins and spreads. Additionally, because most of the loans in the variable portfolio are tied to prime and similar indexes, the portfolio is positioned to take advantage of rate hikes promulgated by the Federal Reserve in 2005; variable loans comprised approximately 51% of total loans at March 31, 2005.

 

The intense competition for loans and deposits continues in 2005 and shows no sign of abating. The high number of new and existing financial institutions in the Company’s market areas essentially guarantees downward pressure on net interest spreads and margins as all participants struggle to amass and grow market share. Volume of assets and deposits will become even more important as margins decline. Strategies implemented by management to increase average loans outstanding emphasize competitive pricing on loan products and development of additional loan relationships, all without compromising portfolio quality. Management’s strategy for deposits is to closely manage anticipated market increases and maintain a competitive position with respect to pricing and products. Comparative details about average balances, income/expense, and average yields earned and rates paid on interest-earning assets and liabilities for the last two years are provided in the table on the next page.

 

18


Table of Contents

Selected Average Balances, Income/Expense, and Average Yields Earned and Rates Paid

 

     2005

    2004

 

Average Balances6

Three Months Ended March 31,


   Average
Balances


   Income/
Expense


   Yields/
Rates


    Average
Balances


   Income/
Expense


   Yields/
Rates


 
(Dollars in thousands)                                 

Assets

                                        

Interest-earning assets:

                                        

Loans, net1,2,4

   $ 216,733    $ 3,956    7.30 %   $ 203,256    $ 3,587    7.06 %

Federal funds sold

     24,286      145    2.39 %     9,731      22    0.90 %

Taxable investment securities3

     90,074      908    4.03 %     97,391      1,050    4.31 %

Tax-exempt investment securities3,4

     33,737      563    6.68 %     34,185      573    6.70 %

Other assets

     1,115      11    3.95 %     983      9    3.66 %
    

  

  

 

  

  

Total interest-earning assets

   $ 365,945    $ 5,583    6.10 %   $ 345,546    $ 5,241    6.07 %
    

  

  

 

  

  

Liabilities

                                        

Interest-bearing liabilities:

                                        

Interest-bearing demand deposits5

   $ 90,938    $ 292    1.28 %   $ 82,534    $ 190    0.92 %

Savings

     96,421      211    0.88 %     94,982      209    0.88 %

Time deposits

     76,310      400    2.10 %     77,242      404    2.09 %

Federal funds purchased

     —        —      —         22      1    1.10 %

U. S. Treasury demand note

     595      3    2.02 %     514      1    0.74 %

Federal Home Loan Bank advances

     5,000      74    6.00 %     5,000      75    6.00 %
    

  

  

 

  

  

Total interest-bearing liabilities

   $ 269,264    $ 980    1.46 %   $ 260,294    $ 880    1.35 %
    

  

  

 

  

  

Excess of interest-earning assets over interest-bearing liabilities

   $ 96,681                 $ 85,252              
    

               

             

Interest rate spread

                 4.64 %                 4.72 %
                  

               

Net interest income

          $ 4,603                 $ 4,361       
           

               

      

Net interest margin

                 5.03 %                 5.05 %
                  

               


1 Average loans are shown net of unearned income. Nonperforming loans are included.
2 Includes loan fees.
3 Securities are presented on an amortized cost basis. Investment securities with original maturities of three months or less are included, as applicable.
4 Interest income on tax-exempt loans and securities is presented on a taxable-equivalent basis, using a federal income tax rate of 34%. No adjustment has been made for any state tax benefits.
5 NOW and money market accounts.
6 Averages presented generally represent average daily balances.

 

Analysis of Changes in Net Interest Income

 

The average balance table above provides detailed information about average balances, income/expense, and average yields earned and rates paid on interest-earning assets and interest-bearing liabilities for the three months ended March 31, 2005 and 2004. The table on the next page summarizes the changes in interest income and interest expense attributable to volume and rates during this period.

 

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Interest Differential1

Three Months Ended March 31,


  

2005 Compared to 2004

Increase (Decrease) Due to


 
   Volume

    Rate

   

Net


 
(In thousands)                   

Interest income

                        

Loans2,3

   $ 243     $ 126     $ 369  

Federal funds sold

     59       64       123  

Taxable investment securities

     (76 )     (66 )     (142 )

Tax-exempt investment securities3

     (7 )     (3 )     (10 )

Other interest-earning assets

     1       1       2  
    


 


 


Total interest income

     220       122       342  
    


 


 


Interest expense

                        

Interest-bearing demand deposits4

     21       82       102  

Savings

     3       (1 )     2  

Time deposits

     (5 )     1       (4 )

Federal funds purchased

     (1 )     —         (1 )

U.S. Treasury demand note

     —         2       2  

Federal Home Loan Bank advances

     —         (1 )     (1 )
    


 


 


Total interest expense

     19       81       100  
    


 


 


Net change in net interest income

   $ 201     $ 41     $ 242  
    


 


 



1 Changes in net interest income are attributed to either changes in average balances (volume change) or changes in average rates (rate change) for earning assets and sources of funds on which interest is received or paid. Volume change is calculated as change in volume times the previous rate while rate change is change in rate times the previous volume. The rate/volume change, change in rate times change in volume, is allocated between volume change and rate change at the ratio each component bears to the absolute value of their total.
2 Includes loan fees. See the average balances table on the previous page for more details.
3 Interest income on tax-exempt loans and securities is presented on a taxable-equivalent basis, using a federal income tax rate of 34%. No adjustments have been made for any state tax benefits or the nondeductible portion of interest expense.
4 Now and money market accounts.

 

Noninterest Income and Expense

 

Noninterest income declined $73,964 or 8.02% during the first quarter of 2005 compared to 2004. A $66,676 or 10.92% drop in service charges on deposit accounts was the main factor in the three-month results; the majority, or 68%, of the 2005 decline was attributable to reduced volume of NSF fees. The other operating portion of noninterest income fell $10,594 at March 31, 2005 compared to 2004. By type and amount, the chief components of other operating income at March 31, 2005 were mortgage origination fees, $131,026; surcharge fees – ATM, $39,839; commissions on the sale of credit life insurance, $27,121; income on sale of check products, $29,698; and safe deposit box rentals, $18,001. Together, these five income items comprised 80.71% of other operating income at March 31, 2005. In 2004, these same five income components comprised 73.90% of other operating income. Overall, noninterest expense increased $213,420 or 7.20% in 2005 year-to-date. Personnel costs accounted for virtually the entire increase. The 2005 increase ensued largely from additional staff in various administrative and other managerial positions. The vast majority, or 84%, of employee expenses remained concentrated in salaries and other direct compensation, including related payroll taxes, at March 31, 2005. Profit-sharing accruals and other fringe benefits constituted the remaining 6% and 10% of employee expenses. The division of employee expenses between compensation, profit-sharing, and other fringe benefits remained consistent with historical norms in 2004. When compared to the prior year, net occupancy and equipment expense increased 7.57% or $45,199 during the first three months of 2005 compared to 2004. Costs associated with the Company’s new branch facility in Brunswick, Georgia, operational since November 2004, accounted for the bulk of the 2005 – 2004 fluctuation. Other operating expenses fell $43,773 or 6.55% at March 31, 2005 compared to 2004; net gains versus losses

 

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on sales of foreclosed real estate was the primary variable. Besides advertising expense, which approximated $67,000 in 2005 and $69,000 in 2004, no individual component of other operating expenses aggregated or exceeded 10% of the total in 2005 or 2004. Costs associated with the Company’s Brunswick facility and additional staff, as discussed above, are expected to increase noninterest expense approximately $550,000 in 2005 compared to 2004.

 

Recent Accounting Pronouncements

 

Recent accounting pronouncements affecting the Company are discussed in Note 2 to the consolidated financial statements and, further, in the 2004 Form 10-K previously filed with the Securities and Exchange Commission.

 

Various other accounting proposals affecting the banking industry are pending with the Financial Accounting Standards Board. Given the inherent uncertainty of the proposal process, the Company cannot assess the impact of any such proposals on its financial condition or results of operations.

 

Forward-Looking Statements

 

The Private Securities Litigation Reform Act of 1995 (the Act) provides a safe harbor for forward-looking statements made by or on behalf of the Company. The Company and its representatives have made, and may continue to make, various written or oral forward-looking statements with respect to business and financial matters, including statements contained in this report, filings with the Securities and Exchange Commission, and press releases. Generally, the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “will,” “should,” and similar expressions identify forward-looking statements. All statements which address operating performance, events or developments that we expect or anticipate will occur in the future, including statements related to loan growth, deposit growth, per share growth, and statements expressing general sentiment about future operating results and non-historical information, are forward-looking statements within the meaning of the Act. The forward-looking statements are and will be based on management’s then current views and assumptions regarding future events and operating performance. The Company undertakes no obligation to publicly update or revise any forward-looking statements in light of new information or future events.

 

Forward-looking statements involve inherent risks and uncertainties. Certain factors that could cause actual results to differ materially from estimates contained in or underlying forward-looking statements include:

 

    Competitive pressures between depository and other financial institutions may increase significantly.

 

    Changes in the interest rate environment may reduce margins and impact funding sources.

 

    General economic or business conditions in the geographic regions and industry in which the Company operates may lead to a deterioration in credit quality or a reduced demand for credit.

 

    Legislative or regulatory changes, including changes in accounting standards, monetary policies, and taxation requirements, may adversely affect the Company’s business.

 

Other factors include:

 

    Changes in consumer spending and saving habits as well as real estate markets.

 

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    Management of costs associated with expansion of existing and development of new distribution channels, and ability to realize increased revenues from these distribution channels.

 

    The outcome of litigation which depends on judicial interpretations of law and findings of juries.

 

    The effect of mergers, acquisitions, and/or dispositions and their integration into the Company.

 

    Other risks and uncertainties as detailed from time to time in Company filings with the Securities and Exchange Commission.

 

The foregoing list of factors is not exclusive. Many of the factors that will determine actual financial performance and values are beyond the Company’s ability to predict or control. This Analysis should be read in conjunction with the consolidated financial statements and related notes.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

 

The discussion on market risk is included in the Interest Rate and Market Risk/Interest Rate Sensitivity section of Part I, Item 2.

 

Item 4. Controls and Procedures.

 

The Company’s management, with the participation of the Company’s Chief Executive Officer (the CEO) and Chief Financial Officer (the CFO or Treasurer), has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) or 15(d)-15(e) of the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on that evaluation, the CEO and Treasurer have concluded that the Company’s current disclosure controls and procedures, as designed and implemented, were effective.

 

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Part II - Other Information

 

Item 1. Legal Proceedings.

 

None

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

None

 

Item 3. Defaults Upon Senior Securities.

 

None

 

Item 4. Submission of Matters to a Vote of Security Holders.

 

The Annual Meeting of Shareholders (the Meeting) was held on May 11, 2005. At the Meeting, the following individuals were elected directors:

 

Directors


   For

     Withheld

Alyson G. Beasley

   2,480,441      100

Leslie H. Blair

   2,480,541      —  

David H. Bluestein

   2,480,541      —  

Cornelius P. Holland, III

   2,472,621      7,920

Alva J. Hopkins, III

   2,480,541      —  

G. Norris Johnson

   2,480,541      —  

 

The shareholders also approved the following proposals:

 

  (a) Setting the number of directors at a 9 member maximum, with 3 to remain vacant until the elected Board deems it in the Company’s best interest to fill one or more of such vacancies.

 

For


  

Against


  

Abstain


  

Broker

Non-Votes


2,442,572

   16,019    21,950    —  

 

  (b) The appointment of independent auditors by the Audit Committee for fiscal year 2005.

 

For


  

Against


  

Abstain


  

Broker

Non-Votes


2,458,349

   —      22,192    —  

 

Item 5. Other Information.

 

None

 

Item 6. Exhibits.

 

  (a) Index to Exhibits:

 

Exhibit 31.1.   CEO Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

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Exhibit 31.2.   Treasurer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 32.   CEO/Treasurer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

  (b) Reports on Form 8-K:

 

None

 

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Signatures

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

SOUTHEASTERN BANKING CORPORATION
(Registrant)
By:  

/s/ ALYSON G. BEASLEY


    Alyson G. Beasley, Vice President & Treasurer

 

Date: May 16, 2005

 

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