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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
|X| QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the quarterly period ended March 31, 2003
|_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the transition period from _____ to _____
Commission file number 0-13153
HABERSHAM BANCORP
(Exact name of registrant as specified in its charter)
Georgia 58-1563165
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Highway 441 N. P.O. Box 1980, Cornelia, Georgia 30531
(Address of principal executive offices) (Zip code)
(706) 778-1000
(Issuer's telephone number, including area code)
- --------------------------------------------------------------------------------
(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 |_|
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes |_| No |X|
State the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date:
2,835,763 shares, common stock, $1.00 par value, as of April 30, 2003
Item. 1 Financial Statements
HABERSHAM BANCORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
(dollars in thousands)
ASSETS MARCH 31, 2003 DECEMBER 31, 2002
Cash and due from banks $ 15,981 $ 13,832
Federal funds sold -- 27,137
Investment securities available for sale
(cost of $51,582 at March 31, 2003 and
$53,793 at December 31, 2002) 52,672 54,819
Investment securities held to maturity
(estimated fair value of $7,018 at
March 31, 2003 and $7,211 at
December 31, 2002) 6,629 6,889
Other investments 2,002 2,389
Loans held for sale 4,093 --
Loans 299,366 307,346
Less allowance for loan losses (3,593) (3,533)
--------- ---------
Loans, net 295,773 303,813
--------- ---------
Intangible assets 2,489 2,489
Other assets 18,669 18,043
--------- ---------
TOTAL ASSETS $ 398,308 $ 429,411
========= =========
LIABILITIES
Noninterest-bearing deposits $ 39,253 $ 47,967
Interest-bearing deposits 260,015 288,559
Short-term borrowings 611 932
Federal funds purchased and securities
sold under repurchase agreements 14,485 8,227
Federal Home Loan Bank Advances 30,000 30,000
Other liabilities 2,504 2,982
--------- ---------
TOTAL LIABILITIES 346,868 378,667
--------- ---------
SHAREHOLDERS' EQUITY
Common Stock, $1.00 par value,
10,000,000 shares authorized;
2,819,968 shares issued at March 31, 2003
and 2,815,093 shares issued at
December 31, 2002 2,820 2,815
Additional paid-in capital 13,781 13,721
Retained earnings 34,120 33,531
Accumulated other comprehensive income 719 677
--------- ---------
TOTAL SHAREHOLDERS' EQUITY 51,440 50,744
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY $ 398,308 $ 429,411
========= =========
See notes to condensed consolidated financial statements.
HABERSHAM BANCORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited) For the Three-Month Periods Ended March 31, 2003 and 2002
(dollars in thousands, except per share amounts)
2003 2002
INTEREST INCOME
Loans $ 5,164 $ 6,040
Investment securities 696 732
Federal funds sold 13 7
Other 37 156
---------- ----------
TOTAL INTEREST INCOME 5,910 6,935
INTEREST EXPENSE
Time deposits, $100,000 and over 654 933
Other deposits 1,134 1,877
Short-term and other borrowings, primarily
FHLB advances 469 589
---------- ----------
TOTAL INTEREST EXPENSE 2,257 3,399
NET INTEREST INCOME 3,653 3,536
Provision for loan losses 263 292
---------- ----------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 3,390 3,244
NONINTEREST INCOME
Gain on sale of loans 28 50
Loan fee income 239 88
Service charges on deposits 202 167
Other service charges and commissions 48 66
Securities gains, net 6 839
Other income 378 377
---------- ----------
Total other income 901 1,587
NONINTEREST EXPENSE
Salary and employee benefits 1,765 1,676
Occupancy 366 305
Computer services 107 113
General and administrative expense 1,041 1,050
---------- ----------
Total other expense 3,279 3,144
INCOME BEFORE INCOME TAXES 1,012 1,687
Income tax expense 254 398
---------- ----------
INCOME FROM CONTINUING OPERATIONS 758 1,289
Income from Discontinued Operations, net of income
taxes of $457 -- 599
---------- ----------
NET INCOME 758 1,888
========== ==========
Income from continuing operations per
common share - basic $ .27 $ .47
Income from discontinued operations per
common share - basic $ .00 $ .23
---------- ----------
NET INCOME PER COMMON SHARE - BASIC $ .27 $ .70
========== ==========
Income from continuing operations per
common share - diluted $ .26 $ .46
Income from discontinued operations per
common share - diluted $ .00 $ .22
---------- ----------
NET INCOME PER COMMON SHARE - DILUTED $ .26 $ .68
========== ==========
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 2,818,289 2,698,746
========== ==========
WEIGHTED AVERAGE NUMBER OF COMMON
AND COMMON EQUIVALENT SHARES OUTSTANDING 2,868,268 2,766,195
========== ==========
Dividends per share $ .06 $ .06
========== ==========
See notes to condensed consolidated financial statements.
HABERSHAM BANCORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) For the Three-Month Periods Ended March 31, 2003 and 2002
(dollars in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES: 2003 2002
Net income $ 758 $ 1,888
Adjustments to reconcile net income to net cash
(used in) provided by operating activities:
Provision for loan losses 263 362
Depreciation 178 141
Gain on sale of investment securities (6) (839)
(Gain)Loss on sale of other real estate (3) 2
Net gain on sale of loans (28) (50)
Amortization of intangible assets -- 4
Equity in earnings of investee -- (25)
Deferred income tax benefit (9) (6)
Proceeds from sale of loans held for sale 5,186 --
Origination of loans held for sale (9,251) --
Net cash provided by discontinued operations -- 28,347
Changes in assets and liabilities:
Decrease in interest receivable 149 116
Decrease (increase) in other assets 30 (430)
Decrease in interest payable (399) (834)
Decrease in other liabilities (79) (316)
-------- --------
Net cash (used in) provided by operating activities (3,211) 28,360
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment securities available for sale:
Proceeds from maturity 5,253 2,545
Proceeds from sale and call 3,888 2,392
Purchases (6,924) (4,613)
Investment securities held to maturity:
Proceeds from maturity 158 351
Proceeds from call 101 --
Other investments:
Proceeds from sale 387 1,807
Purchases -- (282)
Loans:
Proceeds from sale -- 9,216
Net decrease (increase) in loans 6,987 (3,975)
Purchases of premises and equipment (221) (194)
Proceeds from sale of other real estate 66 357
Net additions of other real estate (47) (8)
Dividends received from other investments -- 62
Net cash used in discontinued operations -- 2,426
-------- --------
Net cash provided by investing activities 9,648 10,084
-------- --------
HABERSHAM BANCORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
(Unaudited) For the Three-Month Periods Ended March 31, 2003 and 2002
(dollars in thousands)
CASH FLOWS FROM FINANCING ACTIVITIES: 2003 2002
Net (decrease)increase in deposits (37,258) 9,460
Net (decrease) increase in short-term borrowings (321) 550
Net increase (decrease) in federal funds purchased
and securities sold under repurchase agreements 6,258 (17,850)
Repayment of notes payable -- (2,038)
Issuance of common stock 65 --
Cash dividends paid (169) (162)
Net cash used by discontinued operations -- (29,207)
-------- --------
Net cash used by financing activities (31,425) (39,247)
-------- --------
Decrease in cash and cash equivalents (24,988) (803)
CASH AND CASH EQUIVALENTS: BEGINNING OF PERIOD 40,969 16,550
-------- --------
CASH AND CASH EQUIVALENTS: END OF PERIOD $ 15,981 $ 15,747
======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 2,656 $ 4,664
Income taxes -- 755
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING ACTIVITIES:
Other real estate acquired through loan foreclosures $ 831 $ 618
Loans granted to facilitate the sale
of other real estate 41 --
Unrealized gain (loss) on investment securities
available for sale, net of tax effect 42 (191)
See notes to condensed consolidated financial statements.
HABERSHAM BANCORP AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
1. Basis of Presentation
The condensed consolidated financial statements contained in this report
are unaudited but reflect all adjustments, consisting only of normal recurring
accruals, which are, in the opinion of management, necessary for a fair
presentation of the results of the interim periods reflected. Certain
information and note 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 applicable
rules and regulations of the Securities and Exchange Commission. The results of
operations for the interim periods reported herein are not necessarily
indicative of results to be expected for the full year.
The condensed consolidated financial statements included herein should be
read in conjunction with the Company's 2002 consolidated financial statements
and notes thereto, included in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2002.
2. Accounting Policies
Reference is made to the accounting policies of the Company described in
the notes to the consolidated financial statements contained in the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 2002. The
Company has consistently followed those policies in preparing this report.
3. Other Comprehensive Income
"Other comprehensive income" refers to revenues, expenses, gains, and
losses that are included in comprehensive income but excluded from earnings
under current accounting standards. Currently, other comprehensive income for
the Company consists of items previously recorded directly in equity under
Statement of Financial Accounting Standards ("SFAS") No. 115, "Accounting for
Certain Investments in Debt and Equity Securities." Comprehensive income for the
three months ended March 31, 2003 and 2002 was $800,000 and $1,257,000,
respectively.
4. Derivative Instruments
In the normal course of business, as part of its former mortgage banking
operations, the Company extended interest rate lock commitments to borrowers who
applied for loan funding and met certain credit and underwriting criteria. Such
commitments were typically for short terms. Such commitments to originate
fixed-rate mortgage loans for resale and forward commitments to sell
mortgage-backed securities were the Company's only derivative instruments.
The Company's objective in entering into forward commitments to sell
mortgage-backed securities was to mitigate the interest rate risk associated
with mortgage loans held for sale and commitments to originate fixed-rate
mortgage loans for resale.
Subsequent to the sale of BancMortgage in December of 2002, the Company has no
significant derivative instruments.
5. Stock-based Compensation
In December 2002, the Financial Accounting Standards Board (FASB) issued SFAS
No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure -
an amendment of FASB Statement No. 123." SFAS No. 148 amends SFAS No. 123,
"Accounting for Stock-Based Compensation," to provide alternative methods of
transition for an entity that voluntarily changes to the fair value based method
of accounting for stock-based employee compensation. It also amends the
disclosure provisions of SFAS No. 123 to require prominent disclosure about the
effects on reported net income of an entity's accounting policy decisions with
respect to stock-based employee compensation. Finally, SFAS No. 148 also amends
Accounting Principles Board (APB) Opinion No. 28, "Interim Financial Reporting,"
to require disclosure about those effects in the interim financial information.
The Company adopted the disclosure provisions of SFAS No. 148 effective December
31, 2002.
The Company applies APB Opinion No. 25, "Accounting for Stock Issued to
Employees," and related interpretations in accounting for its stock option
plans. Accordingly compensation cost is measured as the excess, if any, of the
quoted market price of the Company's stock at the date of grant over the amount
an employee must pay to acquire the stock. Compensation cost determined under
SFAS No. 123 did not differ from the compensation cost determined under APB
Opinion No. 25 for the three months ended March 31, 2003 and 2002.
6. Recent Accounting Pronouncements
In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No.
4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections."
SFAS No. 145 updates, clarifies, and simplifies existing accounting
pronouncements. SFAS No. 145 requires that in certain circumstances previous
items classified as extraordinary that do not meet the criteria in APB Opinion
No. 30 must be reclassified. SFAS No. 145 is effective for fiscal years
beginning after May 15, 2002. The adoption of SFAS No. 145 did not have a
material effect on the Company's financial condition or results of operations.
In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." SFAS No. 146 addresses financial
accounting and reporting for costs associated with exit or disposal activities.
SFAS No. 146 requires recognition of a liability for a cost associated with an
exit or disposal activity when the liability is incurred, as opposed to when the
entity commits to an exit plan. SFAS No. 146 is effective prospectively for exit
or disposal activities initiated after December 31, 2002. The adoption of SFAS
No. 146 did not have a material impact on the Company's financial condition or
results of operations.
In October 2002, the FASB issued SFAS No. 147, "Acquisitions of Certain
Financial Institutions." SFAS No. 147 removes acquisitions of financial
institutions from the scope of both SFAS No. 72, "Accounting for Certain
Acquisitions of Banking or Thrift Institutions," and FASB Interpretation No. 9,
"Applying APB Opinions No. 16 and 17, When a Savings and Loan Association or a
Similar Institution is Acquired in a Business Combination Accounted for by the
Purchase Method," and requires that those transactions be accounted for in
accordance with SFAS No. 141, "Business Combinations," and SFAS No. 142,
"Goodwill and Other Intangible Assets." In addition, SFAS No. 147 amends SFAS
No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," to
include in its scope long-term customer-relationship intangible assets of
financial institutions such as depositor- and borrower-relationship intangible
assets and credit cardholder intangible assets. SFAS No. 147's transition
provisions require affected institutions to reclassify their SFAS No. 72
goodwill as SFAS No. 142 goodwill as of the date the Company initially applied
SFAS No. 142 in its entirety. The adoption of SFAS No. 147 did not have a
material impact on the Company's financial condition or results of operations.
In November 2002, the FASB issued Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others" (FIN 45). FIN 45 requires that the
guarantor recognize, at the inception of certain guarantees, a liability for the
fair value of the obligation undertaken in issuing such guarantee. FIN 45 also
requires additional disclosure about the guarantor's obligations under certain
guarantees that it has issued. The initial recognition and measurement
provisions of this interpretation are applicable on a prospective basis to
guarantees issued or modified after December 31, 2002 and the disclosure
requirements are effective for financial statements for periods ending after
December 15, 2002. The adoption of FIN 45 did not have a material impact on the
Company's financial condition or results of operations.
In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities and Interpretation of ARB No. 51" (FIN 46). FIN 46
establishes the criteria for consolidating variable interest entities. FIN 46 is
effective for fiscal years or interim periods beginning after June 15, 2003, to
variable entities that were acquired before February 1, 2003. Management does
not anticipate that the adoption of FIN 46 will have a material impact on the
Company's financial condition or results of operations.
7. Segment Information
SFAS No. 131 requires that certain disclosures be made by public business
enterprises to report information about operating segments in annual financial
statements and requires those enterprises to report selected information about
operating segments in interim financial reports issued to shareholders. It also
establishes standards for related disclosures about products and services,
geographic areas, and major customers. Prior to the sale of BancMortgage, the
Company's principal segments were banking and mortgage banking. Subsequently,
the Company operates primarily in one segment.
Item. 2 Management's Discussion and Analysis of Financial Condition and Results
of Operations.
HABERSHAM BANCORP AND SUBSIDIARIES
Organization
Habersham Bancorp (the "Company") owns all of the outstanding stock of
Habersham Bank ("Habersham Bank") and The Advantage Group, Inc. Habersham Bank
owns all of the outstanding stock of Advantage Insurers, Inc. ("Advantage
Insurers"), an insurance subsidiary that does not comprise a significant portion
of the Company's financial position, results of operations or cash flows. Prior
to December 2002, Habersham Bank also owned all of the outstanding stock of
BancMortgage Financial Corp ("BancMortgage"). The Advantage Group, Inc. a non-
bank subsidiary, provided marketing and advertising services. It ceased
operation September 30, 2001.
BancMortgage was organized in 1996 as a full service mortgage and
construction lending company located in the northern Atlanta metropolitan area.
During December 2002, the Company sold BancMortgage to the existing management
of BancMortgage resulting in a loss of $110,064. The Company's consolidated
income statement and statement of cash flows for the months ended March 31, 2002
have been reclassified to reflect the operations of BancMortgage as
discontinued. Management's discussion and analysis, which follows, therefore,
relates primarily to Habersham Bank.
The Company's continuing primary business is the operation of banks in
rural and suburban communities in Habersham, White, Cherokee and Warren counties
in Georgia. The Company's primary source of revenue is providing loans to
businesses and individuals in its market area.
Forward Looking Statements
Certain statements contained in this Quarterly Report on Form 10-Q and the
exhibits hereto which are not statements of historical fact constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act (the "Act"). In addition, certain statements in future
filings by the Company with the Securities and Exchange Commission, in press
releases, and in oral and written statements made by or with the approval of the
Company which are not statements of historical fact constitute forward-looking
statements within the meaning of the Act. Examples of forward-looking statements
include, but are not limited to: (1) projections of revenues, income or loss,
earnings or loss per share, the payment or non-payment of dividends, capital
structure and other financial items; (2) statements of plans and objectives of
the Company or its management or Board of Directors, including those relating to
products or services; (3) statements of future economic performance; and (4)
statements of assumptions underlying such statements. Words such as "believes,"
"anticipates," "expects," "intends," "targeted," and similar expressions are
intended to identify forward-looking statements but are not the exclusive means
of identifying such statements.
Forward-looking statements involve risks and uncertainties which may cause
actual results to differ materially from those in such statements. Facts that
could cause actual results to differ from those discussed in the forward-looking
statements include, but are not limited to: (1) the strength of the U.S. economy
in general and the strength of the local economies in which operations are
conducted; (2) the effects of and changes in trade, monetary and fiscal policies
and laws, including interest rate policies of the Board of Governors of the
Federal Reserve System; (3) inflation, interest rate, market and monetary
fluctuations; (4) the timely development of and acceptance of new products and
services and perceived overall value of these products and services by users;
(5) changes in consumer spending, borrowing and saving habits; (6) acquisitions;
(7) the ability to increase market share and control expenses; (8) the effect
of changes in laws and regulations (including laws and regulations concerning
taxes, banking, securities and insurance) with which the Company and its
subsidiaries must comply; (9) the effect of changes in accounting policies and
practices, as may be adopted by the regulatory agencies as well as the
Financial Accounting Standards Board; (10) changes in the Company's
organization, compensation and benefit plans; (11) the costs and effects of
litigation and of unexpected or adverse outcomes in such litigation; and (12)
the success of the Company at managing the risks involved in the foregoing.
Such forward-looking statements speak only as of the date on which such
statements are made, and the Company undertakes no obligation to update any
forward-looking statement to reflect events or circumstances after the date on
which such statement is made or to reflect the occurrence of unanticipated
events.
Critical Accounting Policies
In reviewing and understanding financial information for the Company, you
are encouraged to read and understand the significant accounting policies which
are used in preparing the consolidated financial statements of the Company.
These policies are described in note 2 to the consolidated financial
statements which were presented in the Company's 2002 annual report on Form
10-K. Of these policies, management believes that the accounting for the
allowance for loan losses is the most critical. Please see "Asset Quality" for a
further discussion of the Company's methodology in determining the allowance.
The risk associated with lending varies with the creditworthiness of the
borrower, the type of loan (consumer, commercial, or real estate) and its
maturity. Cash flows adequate to support a repayment schedule is an element
considered for all types of loans. Real estate loans are impacted by market
conditions regarding the value of the underlying property used as collateral.
Commercial loans are also impacted by the management of the business as well as
economic conditions.
Losses on loans result from a broad range of causes, from
borrower-specific problems to industry issues to the impact of the economic
environment. The identification of the factors that lead to default or
non-performance under a loan agreement and the estimation of loss in these
situations is very subjective. In addition, a dramatic change in the performance
of one or a small number of borrowers can have a significant impact in the
estimate of losses. As described further below, management has implemented a
process that has been applied consistently to systematically consider the many
variables that impact the estimation of the allowance for loan losses.
The allowance for loan losses methodology is based on a loan
classification system. For purposes of determining the required allowance for
loan losses and resulting periodic provisions, the Company identifies the
problem loans in its portfolio and segregates the remainder of the loan
portfolio into broad segments, such as commercial, commercial real estate,
residential mortgage and consumer. The Company provides for a general allowance
for losses inherent in the portfolio for each of the above categories. The
general allowance is calculated based on estimates of inherent losses which
probably exist as of the evaluation date. Loss percentages used for non-problem
loans in this portion of the portfolio are based on historical loss factors. The
general allowance for losses on problem loans is based on a review and
evaluation of these loans, taking into consideration financial condition and
strengths of the borrower, related collateral, cash flows available for debt
repayment, and known and expected economic conditions. General loss percentages
for the problem loans are determined based upon historical loss experience and
regulatory requirements.
For loans considered impaired, specific allowances are provided in the
event that the specific collateral analysis on each problem loan indicates that
the liquidation of the collateral would not result in repayment of these loans
if the loan is collateral dependent or if the present value of expected future
cash flows on the loan are less than the balance. In addition to these allocated
reserves, the Company has established an unallocated reserve of approximately
$298,000 at March 31, 2003 and $222,000 at December 31, 2002. The basis for the
unallocated reserve is due to a number of qualitative factors, such as
concentrations of credit and changes in the outlook for local and regional
economic conditions.
Certain economic factors could have a material impact on the loan loss
allowance calculation and its adequacy. The depth and duration of any economic
recession would have an impact on the credit risk associated with the loan
portfolio. Another factor that can impact the calculation is a consideration for
concentrations in collateral which secure the loan portfolio. The Company's loan
portfolio as of March 31, 2003 is secured primarily by commercial and
residential real estate loans comprising approximately 87.9% of the total loan
portfolio. While there is a risk that the appraised value of the real estate
securing the loans in the portfolio could decrease in value during an economic
recession, the majority of the real estate securing the loan portfolio is 1 - 4
family residential properties which are not generally as affected by the down
turns in the economy.
The Company will from time to time make unsecured loans. The risk to the
Company is greater for unsecured loans as the ultimate repayment of the loan is
only dependent on the borrowers ability to pay. The balance of unsecured loans
at March 31, 2003 was $8.1 million which does not pose a significant risk to the
Company.
The Company is not aware of any large loan relationships that if defaulted
would have a significant impact on the allowance for loan losses.
Management believes that the allowance for loan losses is adequate. While
management uses available information to recognize losses on loans, future
additions to the allowance may be necessary based on changes in economic
conditions, the financial condition of borrowers and other factors. In addition,
various regulatory agencies, as an integral part of their examination process,
periodically review the Company's allowance for loan losses. Such agencies may
require the Company to recognize additions to the allowance based on their
judgments about information available to them at the time of their examination.
Refer to the section entitled "Asset Quality" for an additional discussion
of the key assumptions and methods used in determining the allowance for loan
losses, as well as inherent risks in estimating the allowance.
Material Changes in Financial Condition
The Company's total assets decreased $31.1 million, to $398.3 million at
March 31, 2003 from $429.4 million at December 31, 2002. The decrease was
primarily due to decreases in federal funds sold, the Company's loan portfolio
and investment securities of approximately $27 million, $8 million and $2
million, respectively. These decreases were offset by reductions in the deposit
portfolio of approximately $37.2 million. National market certificate of
deposits decreased approximately $22.4 million, comprising the majority of the
$37.2 million decrease in the deposit portfolio. In view of the sale of
BancMortgage in December 2002, the Company does not currently need these
certificates of deposit as a funding source. Other certificate of deposit
balances are declining due to the low interest rates currently available in the
market. Loans held for sale increased approximately $4 million during the first
quarter of 2003, as the Company began operations of a mortgage department.
Total loans at Habersham Bank decreased $7.9 million, to $299.3 million at
March 31, 2003 from $307.3 million at December 31, 2002. The decrease was
primarily the result of a decrease in the real estate loan portfolio.
Construction loans that were originated through BancMortgage decreased
approximately $6.7 million. The balance in these loans is expected to continue
decreasing because the principal will be paid off as construction is completed.
In addition, due to the interest rate on mortgage loans, many real estate loans
are being refinanced.
Investment securities available for sale and held to maturity decreased
$2.5 million during the quarter primarily due to calls and maturities of
approximately $9.4 million offset by purchases of approximately $6.9 million.
Other investments decreased $387,000 from $2.4 million at December 31, 2002 to
$2.0 million at March 31, 2003 due to the redemption of FHLB stock during the
first quarter of 2003.
Total liabilities decreased $31.8 million, to $346.9 million at March 31,
2003 from $378.7 million at December 31, 2002. Decreases in the deposit
portfolio were primarily due to the redemption of certificates of deposit of
approximately $28.5 million, consisting of National Market certificates of
deposit and a decrease of approximately $8.7 million in noninterest-bearing
deposits. The decrease in deposits was offset by an increase in Federal Funds
Purchased of approximately $8.7 million.
Material Changes in Results of Operations
Total interest income for the first quarter of 2003 decreased $1,025,000
or 14.78%, when compared to the first quarter of 2002 primarily due to a
decrease in interest income on loans of $876,000 or 14.50%. The decrease was due
to decreases in the loan portfolio of Habersham Bank. As a result, loan yields
decreased by 42 basis points to 6.94% for the first quarter of 2003 compared to
7.36% for the first quarter of 2002. The yield on investment securities
decreased by 64 basis points to 4.51% for the first quarter of 2003 compared to
5.15% for the first quarter of 2002.
Total interest expense for the first quarter of 2003 decreased $1,142,000
or 33.59%, when compared to the first quarter of 2002 primarily due to a
decrease in interest expense on deposits which decreased $1,022,000 or 36.37%,
during the first quarter of 2003 when compared to the first quarter of 2002. The
decrease was due to the redemption of certificates of deposit of approximately
$28.5 million. Average deposits for the first quarter of 2003 decreased
approximately $48.4 million or 13.90% when compared to the first quarter of
2002. Average certificates of deposit decreased approximately $51.8 million and
average NOW and money market accounts decreased by approximately $6.5 million.
These decreases were offset by an increase in average savings accounts of $1.5
million and average demand deposit accounts of approximately $8.3 million.
Average rates on total deposits decreased by .80% to 2.71% during the
first quarter of 2003 compared to 3.51% for the first quarter of 2002. Average
rates for NOW and other deposit accounts and certificates of deposit decreased
to .59% and 3.39%, respectively, during the first quarter of 2003 compared to
..91% and 4.22%, respectively, during the first quarter of 2002.
Interest expense on short-term and other borrowings decreased $495,000 or
51.36% when compared to the first quarter of 2002 primarily due to a decrease in
average borrowings of approximately $9.7 million or 23.62% when compared to the
first quarter of 2002. Average rates on borrowings increased by .55% to 4.58%
for the first quarter of 2003 compared to 4.03% for the first quarter of 2002.
Net interest income increased approximately $117,000 or 3.31%, for the
first quarter of 2003 as a result of the items discussed above.
The net interest margin of the Company, net interest income divided by
average earning-assets, was 3.99% for the first quarter of 2003 compared to
3.85% for the first quarter of 2002.
Noninterest income decreased $686,000 or 43.23% for the first quarter of
2003 over the same period in 2002. During the first quarter of 2003, increases
in loan fee income and in service charges on deposits of approximately $151,000
and $35,000, respectively, were offset by a reduction in the gain on security
sales of approximately $833,000. In the first quarter of 2002, the Company sold
its holdings of FLAG Financial Corp. common stock for a gain of approximately
$838,000.
Noninterest expense increased $135,000 or 4.30% for the first quarter of
2003 over the same period in 2002 due to increases in salary and employee
benefits and occupancy expenses. Salary and employee benefits increased
primarily due to annual salary adjustments. Occupancy expenses increased
approximately $61,000 for the first quarter of 2003 over the same period in 2002
due in part to the addition of two offices in Braselton and Gainesville,
Georgia.
Income tax expense for the three months ended March 31, 2003 and 2002 was
$254,000 and $398,000, respectively. The effective tax rate for the three months
ended March 31, 2003 and 2002 was 25.09% and 23.58%, respectively. The increase
in the effective tax rate in 2003 was due to a decrease in tax-exempt income.
Asset Quality
The allowance for loan losses represents a reserve for probable losses in
the loan portfolio. The adequacy of the allowance for loan losses is evaluated
periodically based on a review of all significant loans, with particular
emphasis on impaired, non-accruing, past due, and other loans that management
believes require special attention. The determination of the allowance for loan
losses is subjective and based on consideration of a number of factors and
assumptions. As such, the accounting policy followed in the determination of the
allowance is considered a critical accounting policy. See "Critical Accounting
Policies" for a discussion of management's methodology in determining the
allowance.
The risk associated with lending varies with the creditworthiness of the
borrower, the type of loan (consumer, commercial, or real estate) and its
maturity. Cash flows adequate to support a repayment schedule is an element
considered for all types of loans. Real estate loans are impacted by market
conditions regarding the value of the underlying property used as collateral.
Commercial loans are also impacted by the management of the business as well as
economic conditions.
A provision for loan losses in the amount of $263,000 was charged to
expense for the quarter ended March 31, 2003 compared to $292,000 for the
quarter ended March 31, 2002 due to an increase in net charge-offs. Net
charge-offs for the first quarter of 2003 totaled approximately $202,000. At
March 31, 2003 and December 31, 2002, the ratio of allowance for loan losses to
total loans, including loans held for sale, was 1.18% and 1.15%, respectively.
Nonperforming assets consist of nonaccrual loans, accruing loans 90 days
past due, restructured loans and other real estate owned. Nonperforming assets
decreased approximately $333,000 or 4.18% from December 31, 2002 to March 31,
2003. The decrease for the first quarter of 2003 was primarily due to fewer past
due loans over 90 days and nonaccrual loans. These loans decreased by $341,000
and $803,000, respectively. This reduction was offset by an increase in
restructured loans in the amount of $27,000 and an increase in other real estate
of approximately $784,000.
The Company had impaired loans of $1,312,000 and $2,115,000 at March 31,
2003 and December 31, 2002, respectively. Impaired loans consist of loans on
nonaccrual status. The interest income recognized on such loans for the
three-month periods ended March 31, 2003 and 2002 was not material.
The Company's other real estate totaled $3,981,000 and $3,197,000 at March
31, 2003 and December 31, 2002, respectively. The increase was due primarily to
the foreclosure of a construction loan of approximately $677,000.
Liquidity and Capital Resources
Liquidity management involves the matching of the cash flow requirements
of customers, either depositors withdrawing funds or borrowers needing loans,
and the ability of the Company to meet those requirements.
The Company's liquidity program is designed and intended to provide
guidance in funding the credit and investment activities of the Company while at
the same time ensuring that the deposit obligations of the Company are met on a
timely basis. In order to permit active and timely management of assets and
liabilities, these accounts are monitored regularly in regard to volume, mix,
and maturity.
The Company's liquidity position depends primarily upon the liquidity of
its assets relative to its need to respond to short-term demand for funds caused
by withdrawals from deposit accounts and loan funding commitments. Primary
sources of liquidity are scheduled repayments on the Company's loans and
interest on and maturities of its investment securities. Sales of investment
securities available for sale represent another source of liquidity to the
Company. The Company may also utilize its cash and due from banks and federal
funds sold to meet liquidity requirements as needed.
The Company also has the ability, on a short-term basis, to purchase
federal funds from other financial institutions up to $25,000,000. At March 31,
2003, the Company had purchased approximately $6,134,000 of the available
federal funds. Presently, the Company has made arrangements with commercial
banks for short-term advances up to $10,000,000 under a repurchase agreement
line of credit of which none was advanced at March 31, 2003, in addition to a
total available line of $230,833,000 which is available to the Company, subject
to available collateral, from the Federal Home Loan Bank of which approximately
$30,000,000 was advanced at March 31, 2003.
Habersham Bank's liquidity policy requires that the ratio of cash and
certain short-term investments to net withdrawable deposit accounts be at least
20%. The Bank's liquidity ratios at March 31, 2003 and 2002 were 15.19% and
18.99%, respectively. Since the liquidity ratio at March 31, 2003 was below the
policy's requirement of 20%, management began reviewing possible options to
increase the liquidity ratio, researched the recent recommendations of the
Georgia Department of Banking and Finance and established procedures to ensure
that the liquidity is reviewed weekly.
At March 31, 2003, Habersham Bancorp and Habersham Bank were required to
have minimum Tier 1 and total capital ratios of 4% and 8%, respectively.
Additionally, the Company and the Bank are required to maintain a leverage ratio
(Tier 1 capital to average assets) of at least 4%. The Company's and the Bank's
ratios at March 31, 2003 follow:
Habersham Habersham
Bank Bancorp
Tier 1 14.37% 15.21%
Total Capital 15.50% 16.33%
Leverage 11.43% 12.07%
Commitments and Contractual Obligations
The Company is a party to financial instruments with off-balance-sheet
risk in the normal course of its lending activities to meet the financing needs
of its customers. These financial instruments include commitments to extend
credit and standby letters of credit. The Company's exposure to credit losses in
the event of nonperformance by the other party to the financial instrument for
commitments to extend credit and standby letters of credit is represented by the
contractual amounts of those instruments. The Company uses the same credit
policies in making these commitments as it does for on-balance-sheet
instruments and evaluates each customer's creditworthiness on a case by case
basis. At March 31, 2003, the Company had outstanding loan commitments
approximating $56,182,000 and standby letters of credit approximating
$2,462,000. The amount of collateral obtained, if deemed necessary, for these
financial instruments by the Company, upon extension of credit, is based on
management's credit evaluation of the customer. Collateral held, if any, varies
but may include inventory, equipment, real estate, or other property. The
accounting loss the Company would incur if any party of the financial instrument
failed completely to perform according to the term of the contract and the
collateral proved to be of no value is equal to the face amount of the financial
instrument.
The Company's commitments are funded through internal funding sources of
scheduled repayments of loans and sales and maturities of investment securities
available for sale or external funding sources through acceptance of deposits
from customers or borrowing from other financial institutions.
The following table is a summary of the Company's commitments to extend
credit, commitments under contractual leases, as well as the Company's
contractual obligations, consisting of deposits, FHLB advances and borrowed
funds by contractual maturity date.
Due In Due In Due In Due In Due In
One Year Two Years Three Years Four Years Five Years
Commitments on lines of credit $ 56,182,163 -- -- -- --
Standby letters of credit 2,461,723 -- -- -- --
Commitments under lease agreements 119,392 $ 112,612 $ 97,266 $ 53,890 $ 2,712
Deposits 106,791,258 18,256,428 8,178,498 5,277,047 1,897,199
FHLB advances -- -- 10,000,000 -- --
Short-term borrowings 610,470 -- -- -- --
Federal funds purchased 6,134,000 -- -- -- --
Securities sold under repurchase agreements 8,351,434 -- -- -- --
Total commitments and ------------ ------------ ------------ ------------ ------------
contractual obligations $180,650,440 $ 18,369,040 $ 18,275,764 $ 5,330,937 $ 1,899,911
Although management regularly monitors the balance of outstanding
commitments to fund loans to ensure funding availability should the need arise,
management believes that the risk of all customers fully drawing on all these
lines of credit at the same time is remote.
Interest Rate Sensitivity
The objective of asset and liability management is to manage and measure
the level and volatility of earnings and capital by controlling interest rate
risk. To accomplish this objective, management makes use of interest rate and
income simulation models to perform current and dynamic projections of interest
income and equity, as well as more traditional asset and liability management
methods.
The Company's historical performance in various economic climates is
considered by management in making long-term asset and liability decisions for
the Company.
The relative interest rate sensitivity of the Company's assets and
liabilities indicates the extent to which the Company's net interest income may
be affected by interest rate movements. The Company's ability to reprice assets
and liabilities in the same dollar amounts and at the same time minimizes
interest rate risks. One method of measuring the impact of interest rate changes
on net interest income is to measure, in a number of time frames, the interest
sensitivity gap, by subtracting interest sensitive liabilities from interest
sensitive assets, as reflected in the following table. Such interest sensitivity
gap represents the risk, or opportunity, in repricing. If more assets than
liabilities are repriced at a given time in a rising rate environment, net
interest income improves; in a declining rate environment, net interest income
deteriorates. Conversely, if more liabilities than assets are repriced while
interest rates are rising, net interest income deteriorates; if interest rates
are falling, net interest income improves.
The interest rate sensitivity analysis, calculated as of March 31, 2003, below
has a three month positive gap of approximately $25 million (interest-bearing
assets exceeding interest-bearing liabilities repricing within three months).
DUE IN DUE AFTER DUE AFTER DUE AFTER DUE AFTER
(DOLLARS IN THOUSANDS) THREE THREE THROUGH SIX THROUGH ONE THROUGH FIVE
MONTHS SIX MONTHS TWELVE MONTHS FIVE YEARS YEARS TOTAL
INTEREST-EARNING ASSETS:
Investment securities $ 750 $ 1,333 $ 748 $ 7,726 $ 48,744 $ 59,301
Loans 173,248 17,021 33,910 73,268 1,919 299,366
-------- -------- -------- -------- -------- --------
Total interest-earning assets 173,998 18,354 34,658 80,994 50,663 358,667
INTEREST-BEARING LIABILITIES:
Deposits
Money Market and NOW 57,564 -- -- -- -- 57,564
Savings 9,303 -- -- -- -- 9,303
Certificates of deposit 66,707 29,312 41,779 55,346 4 193,148
Borrowings 15,096 -- -- 10,000 20,000 45,096
-------- -------- -------- -------- -------- --------
Total interest-bearing
liabilities 148,670 29,312 41,779 65,346 20,004 305,111
Excess(deficiency) of interest-earning
assets over(to) interest-bearing
liabilities $ 25,328 $(10,958) $ (7,121) $ 15,648 $ 30,659 $ 53,556
======== ======== ======== ======== ======== ========
Cumulative gap $ 25,328 $ 14,370 $ 7,249 $ 22,897 $ 53,556
Ratio of cumulative gap to total
cumulative interest-earning assets 14.56% 7.47% 3.19% 7.43% 14.93%
Ratio of cumulative interest-earning assets
to cumulative interest-bearing
liabilities 117.04% 108.07% 103.30% 108.03% 117.55%
Management strives to maintain the ratio of cumulative interest-earning
assets to cumulative interest-bearing liabilities within a range of 80% to 120%
at the less than one-year time frame. At March 31, 2003, the Company was able to
meet such objective.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
As of March 31, 2003, there were no substantial changes in the composition
of the Company's market-sensitive assets and liabilities or their related market
values from that reported as of December 31, 2002. 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, 2002 included in the Company's 2002
Annual Report on Form 10K.
Item 4. CONTROLS AND PROCEDURES
Within 90 days prior to the date of this report, the Company carried out
an evaluation, under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based
upon that evaluation, the Company's Chief Executive Officer and Chief Financial
Officer concluded that the Company's disclosure controls and procedures are
effective in timely alerting them to material information relating to the
Company (including its consolidated subsidiaries) that is required to be
included in the Company's periodic filings with the Securities and Exchange
Commission. There have been no significant changes in the Company's internal
controls or, to the Company's knowledge, in other factors that could
significantly affect those internal controls subsequent to the date the Company
carried out its evaluation, and there have been no corrective actions with
respect to significant deficiencies or material weaknesses.
PART II
OTHER INFORMATION
Item 1. Legal proceedings.
None
Item 2. Changes in securities.
None
Item 3. Defaults upon senior securities.
None
Item 4. Submission of matters to a vote of security holders.
None
Item 5. Other information.
None
Item 6. Exhibits list and reports on Form 8-K
(a) The registrant submits herewith as exhibits to this report on Form
10-Q the exhibits required by Item 601 of Regulation S-K, subject to Rule 12b-32
under the Securities Exchange Act of 1934.
Exhibit No. Document
- ----------- --------
11.1 Computation of Earnings Per Share.
99.1 Certification of Chief Executive Officer and Chief Financial Officer
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
has caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
HABERSHAM BANCORP
(Registrant)
Date May 15, 2003 /S/ Annette Banks
------------------------------------
Chief Financial Officer
(for the Registrant and as the
Registrant's principal financial and
accounting officer)
Certification
I, David D. Stovall, Chief Executive Officer of Habersham Bancorp, certify that:
1. I have reviewed the quarterly report on Form 10-Q of Habersham Bancorp;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
Date: May 15, 2003
/s/ David D. Stovall
- -----------------------
David D. Stovall
Chief Executive Officer
Certification
I, Annette Banks, Chief Financial Officer of Habersham Bancorp, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Habersham Bancorp;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
Date: May 15, 2003
/s/ Annette Banks
- -----------------------
Annette Banks
Chief Financial Officer