ITEM 1. BUSINESS Southwest Georgia Financial Corporation (the "Corporation") is a Georgia bank holding company organized in 1980, which, in 1981, acquired 100% of the outstanding shares of Southwest Georgia Bank (the "Bank"). The Bank commenced operations as Moultrie National Bank in 1928. Currently, it is a FDIC insured, state-chartered bank.
The Corporation's primary business is providing banking services to individuals and businesses principally in Colquitt County, Baker County, Thomas County, Worth County, and the surrounding counties of southwest Georgia through the Bank. The Bank also operates Empire Financial Services, Inc. ("Empire"), a commercial mortgage banking firm. The Corporation's executive office is located at 201 First Street, S. E., Moultrie, Georgia 31768, and its telephone number is (229) 985-1120.
All references herein to the Corporation include Southwest Georgia Financial Corporation, the Bank, and Empire, unless the context indicates a different meaning.
General The Corporation is a registered bank holding company. All of the Corporation's activities are currently conducted by the Bank and Empire. The Bank is community-oriented and offers such customary banking services as consumer and commercial checking accounts, NOW accounts, savings accounts, certificates of deposit, lines of credit, MasterCard and VISA accounts, and money transfers. The Bank finances commercial and consumer transactions, makes secured and unsecured loans, and provides a variety of other banking services. The Bank has a trust and investment division that performs corporate, pension, and personal trust services and acts as trustee, executor, and administrator for estates and as administrator or trustee of various types of employee benefit plans for corporations and other organizations. Also, the trust and investment area has a securities sales department which offers full service brokerage and through a third party service provider. The Bank operates Southwest Georgia Insurance Services Division, an insurance agency that offers property and casualty insurance, life, health, and disability insurance. Empire, a subsidiary of the Bank, is a commercial mortgage banking firm that offers commercial mortgage banking services.
Markets The Corporation conducts banking activities in multiple counties in southwest Georgia. Agriculture plays an important part in the economy of the Bank's market area. A large portion of Georgia's produce crops, which include turnips, cabbage, sweet potatoes, and squash, and its producers of tobacco, peanuts, and cotton are in the Bank's market. In addition, manufacturing firms, service industries, and retail stores employ a large number of residents. Apparel, lumber and wood products, and textile manufacturers are among the various types of manufacturers located in the Bank's market. Empire provides mortgage banking services which includes underwriting, construction, and long-term financing of commercial properties principally throughout the Southeastern United States.
Deposits The Bank offers a full range of depository accounts and services to both consumers and businesses. At December 31, 2006, the Corporation's deposit
base, totaling $226,709,112, consisted of $33,387,979 in noninterest-bearing demand deposits (14.7% of total deposits), $79,389,689 in interest-bearing demand deposits including money market accounts (35.1% of total deposits), $22,228,442 in savings deposits (9.8% of total deposits), $65,977,976 in time deposits in amounts less than $100,000 (29.1% of total deposits), and $25,725,026 in time deposits of $100,000 or more (11.3 % of total deposits).
Loans The Bank makes both secured and unsecured loans to individuals, corporations, and other businesses. Both consumer and commercial lending operations include various types of credit for the Bank's customers. Secured loans include first and second real estate mortgage loans. The Bank also makes direct installment loans to consumers on both a secured and unsecured basis. At December 31, 2006, consumer installment, real estate (including construction and mortgage loans), and commercial (including financial and agricultural) loans represented approximately 6.6%, 76.7% and 16.7%, respectively, of the Bank's total loan portfolio.
Lending Policy The current lending policy of the Bank is to offer consumer and commercial credit services to individuals and businesses that meet the Bank's credit standards. The Bank provides each lending officer with written guidelines for lending activities. Lending authority is delegated by the Board of Directors of the Bank to loan officers, each of whom is limited in the amount
of secured and unsecured loans which can be made to a single borrower or related group of borrowers.
The Loan Committee of the Bank's Board of Directors is responsible for approving and monitoring the loan policy and providing guidance and counsel to all lending personnel. It also approves all extensions of credit over $200,000. The Loan Committee is composed of the Chief Executive Officer and President, and other executive officers of the Bank, as well as certain Bank Directors.
Servicing and Origination Fees on Loans The Corporation through its subsidiary, Empire, recognizes as income in the current period all loan origination and brokerage fees collected on loans closed for investing participants. Loan servicing fees are based on a percentage of loan interest paid by the borrower and are recognized over the term of the loan as loan payments are received. Empire does not directly fund any mortgages and acts as a service-oriented broker for participating mortgage lenders. Fees charged for continuing servicing fees are comparable with market rates. In 2006, Bank revenue received from mortgage banking services was $3,978,271 compared with $4,416,543 in 2005. All of this income was from Empire except for $34,091 in 2006 and $43,736 in 2005, which was mortgage banking income from the Bank.
Loan Review and Nonperforming Assets The Bank regularly reviews its loan portfolio to determine deficiencies and corrective action to be taken. Loan reviews are prepared by the Bank's loan review officer and presented periodically to the Board's Loan Committee and the Audit Committee. Also, the Bank's external auditors conduct independent loan review adequacy tests and include their findings annually as part of their overall report to the Audit Committee and to the Board of Directors.
Certain loans are monitored more often by the loan review officer and the Loan Committee. These loans include non-accruing loans, loans more than 90 days past due, and other loans, regardless of size, that may be considered high risk based on factors defined within the Bank's loan review policy.
Asset/Liability Management The Asset/Liability Management Committee ("ALCO") is charged with establishing policies to manage the assets and liabilities of the Bank. Its task is to manage asset growth, net interest margin, liquidity, and capital in order to maximize income and reduce interest rate risk. To meet these objectives while maintaining prudent management of risks, the ALCO directs the Bank's overall acquisition and allocation of funds. At its monthly meetings, the ALCO reviews and discusses the monthly asset and liability funds budget and income and expense budget in relation to the actual composition and flow of funds; the ratio of the amount of rate sensitive assets to the amount of rate sensitive liabilities; the ratio of loan loss reserve to outstanding loans; and other variables, such as expected loan demand, investment opportunities, core deposit growth within specified categories, regulatory changes, monetary policy adjustments, and the overall state of the local, state, and national economy. The Bank's Loan Committee oversees the ALCO.
Investment Policy The Bank's investment portfolio policy is to maximize income consistent with liquidity, asset quality, and regulatory constraints. The policy is reviewed periodically by the Board of Directors. Individual transactions, portfolio composition, and performance are reviewed and approved monthly by the Board of Directors.
Employees The Bank had 114 full-time employees at December 31, 2006. The Bank is not a party to any collective bargaining agreement, and the Bank believes that its employee relations are good.
Competition The banking business is highly competitive. The Bank competes with other depository institutions and other financial service organizations, including brokers, finance companies, credit unions and certain governmental agencies. Further, changes in the laws applicable to banks, savings and loan associations, and other financial institutions and the increased competition from investment bankers, brokers, and other financial service organizations may have a significant impact on the competitive environment in which the Bank operates. See "Supervision and Regulation."
The Bank ranks first in market share on the basis of deposits in Colquitt County and third in Worth County. The Bank is the only bank operating in Baker County and has a growing presence in Thomas County.
Monetary Policies The results of operations of the Bank are affected by credit policies of monetary authorities, particularly the Board of Governors of the Federal Reserve System (the "Federal Reserve"). The instruments of monetary policy employed by the Federal Reserve include open market operations in U. S. Government securities, changes in the discount rate on bank borrowings, and changes in reserve requirements against bank deposits. In view of changing
conditions in the national economy and in the money markets, as well as the effect of action by monetary and fiscal authorities, including the Federal Reserve, no prediction can be made as to possible future changes in interest rates, deposit levels, loan demand, or the business and earnings of the Bank.
Payment of Dividends The Corporation is a legal entity separate and distinct from the Bank. Most of the revenue of the Corporation results from dividends paid to it by the Bank. There are statutory and regulatory requirements applicable to the payment of dividends by the Bank, as well as by the Corporation to its shareholders.
Under the regulations of the Georgia Department of Banking and Finance ("DBF"), dividends may not be declared out of the retained earnings of a state bank without first obtaining the written permission of the DBF, unless such bank meets all the following requirements:
(a) total classified assets as of the most recent examination of the bank do not exceed 80% of equity capital (as defined by regulation);
(b) the aggregate amount of dividends declared or anticipated to be declared in the calendar year does not exceed 50% of the net profits after taxes but before dividends for the previous calendar year; and
(c) the ratio of equity capital to adjusted assets is not less than 6%.
The payment of dividends by the Corporation and the Bank may also be affected or limited by other factors, such as the requirement to maintain adequate capital above regulatory guidelines. In addition, if, in the opinion of the applicable regulatory authority, a bank under its jurisdiction is engaged in or is about to engage in an unsafe or unsound practice (which, depending upon the financial condition of the bank, could include the payment of dividends), such authority may require, after notice and hearing, that such bank cease and desist from such practice. The FDIC has issued a policy statement providing that insured banks should generally only pay dividends out of current operating earnings. In addition to the formal statutes and regulations, regulatory authorities consider the adequacy of each of the Bank's total capital in relation to its assets, deposits and other such items. Capital adequacy considerations could further limit the availability of dividends to the Bank. At December 31, 2006, net assets available from the Bank to pay dividends without prior approval from regulatory authorities totaled approximately $2.135 million. For 2006, the Corporation's cash dividend payout to stockholders was $1.5 million, or 50.5% of net income.
Supervision and Regulation
General. The following is a brief summary of the supervision and regulation of the Corporation and the Bank as financial institutions and is not intended to be a complete discussion of all American Stock Exchange (the "Amex"), state or federal rules, statutes and regulations affecting their operations, or that apply generally to business corporations or Amex listed companies. Changes in the rules, statutes and regulations applicable to the Corporation and the Bank can affect the operating environment in substantial and unpredictable ways.
The Corporation is a registered bank holding company subject to regulation by the Board of Governors of the Federal Reserve System (the "Federal Reserve") under the Bank Holding Corporation Act of 1956, as amended (the "Act"). The Corporation is required to file certain annual and quarterly financial information with the Federal Reserve but voluntarily files its consolidated quarterly financial information and is subject to periodic examination by the Federal Reserve.
The Act requires every bank holding company to obtain the Federal Reserve's prior approval before (1) it may acquire direct or indirect ownership or control of more than 5% of the voting shares of any bank that it does not already control; (2) it or any of its non-bank subsidiaries may acquire all or substantially all of the assets of a bank; and (3) it may merge or consolidate with any other bank holding company. In addition, a bank holding
company is generally prohibited from engaging in, or acquiring, direct or indirect control of the voting shares of any company engaged in non-banking activities. This prohibition does not apply to activities listed in the Act or found by the Federal Reserve, by order or regulation, to be closely related to banking or managing or controlling banks as to be a proper incident thereto. Some of the activities that the Federal Reserve has determined by regulation or order to be closely related to banking are:
* making or servicing loans and certain types of leases; * performing certain data processing services; * acting as fiduciary or investment or financial advisor; * providing brokerage services; * underwriting bank eligible securities; * underwriting debt and equity securities on a limited basis through separately capitalized subsidiaries; and * making investments in corporations or projects designed primarily to promote community welfare.
Although the activities of bank holding companies have traditionally been limited to the business of banking and activities closely related or incidental to banking (as discussed above), the Gramm-Leach-Bliley Act (the "GLB Act") relaxed the previous limitations and permitted bank holding companies to engage in a broader range of financial activities. Specifically, bank holding companies may elect to become financial holding companies which may affiliate with securities firms and insurance companies and engage in other activities that are financial in nature. Among the activities that are deemed "financial in nature" include:
* lending, exchanging, transferring, investing for others or safeguarding money or securities; * insuring, guaranteeing, or indemnifying against loss, harm, damage, illness, disability, or death, or providing and issuing annuities, and acting as principal, agent, or broker with respect thereto; * providing financial, investment, or economic advisory services, including advising an investment company; * issuing or selling instruments representing interests in pools of assets permissible for a bank to hold directly; and * underwriting, dealing in or making a market in securities.
A bank holding company may become a financial holding company under this
statute only if each of its subsidiary banks is well capitalized, is well managed and has at least a satisfactory rating under the Community Reinvestment Act. A bank holding company that falls out of compliance with such requirement may be required to cease engaging in certain activities. Any bank holding company that does not elect to become a financial holding company remains subject to the bank holding company restrictions of the Act.
Under this legislation, the Federal Reserve Board serves as the primary "umbrella" regulator of financial holding companies with supervisory authority over each parent company and limited authority over its subsidiaries. The primary regulator of each subsidiary of a financial holding company will depend on the type of activity conducted by the subsidiary. For example, broker-dealer subsidiaries will be regulated largely by securities regulators and insurance subsidiaries will be regulated largely by insurance authorities.
The Corporation has no current plans to register as a financial holding company.
The Corporation must also register with the DBF and file periodic information with the DBF. As part of such registration, the DBF requires information with respect to the financial condition, operations, management and intercompany relationships of the Corporation and the Bank and related matters. The DBF may also require such other information as is necessary to keep itself informed as to whether the provisions of Georgia law and the regulations and orders issued thereunder by the DBF have been complied with, and the DBF may examine the Corporation and the Bank.
The Corporation is an "affiliate" of the Bank under the Federal Reserve Act, which imposes certain restrictions on (1) loans by the Bank to the Corporation, (2) investments in the stock or securities of the Corporation by the Bank, (3) the Bank's taking the stock or securities of an "affiliate" as collateral for loans by the Bank to a borrower, and (4) the purchase of assets from the Corporation by the Bank. Further, a bank holding company and its subsidiaries are prohibited from engaging in certain tie-in arrangements in connection with any extension of credit, lease or sale of property or furnishing of services.
The Bank is regularly examined by the Federal Deposit Insurance Corporation (the "FDIC"). As a state banking association organized under Georgia law,
the Bank is subject to the supervision of, and is regularly examined by, the DBF. Both the FDIC and DBF must grant prior approval of any merger, consolidation or other corporation reorganization involving the Bank. A bank can be held liable for any loss incurred by, or reasonably expected to be incurred by, the FDIC in connection with the default of a commonly-controlled institution.
Capital Adequacy. The Federal Reserve and the FDIC have implemented substantially identical risk-based rules for assessing bank and bank holding company capital adequacy. These regulations establish minimum capital standards in relation to assets and off-balance sheet exposures as adjusted for credit risk. Banks and bank holding companies are required to have (1) a minimum level of Total Capital (as defined) to risk-weighted assets of eight percent (8%); and (2) a
minimum Tier I Capital (as defined) to risk-weighted assets of four percent (4%). In addition, the Federal Reserve and the FDIC have established a minimum three percent (3%) leverage ratio of Tier I Capital to quarterly average total assets for the most highly-rated banks and bank holding companies. "Tier I Capital" generally consists of common equity excluding unrecognized gains and losses on available for sale securities, plus minority interests in equity accounts of consolidated subsidiaries and certain perpetual preferred stock less certain intangibles. The Federal Reserve and the FDIC will require a bank holding company and a bank, respectively, to maintain a leverage ratio greater than four percent (4%) if either is experiencing or anticipating significant growth or is operating with less than well-diversified risks in the opinion of the Federal Reserve. The Federal Reserve and the FDIC use the leverage ratio in tandem with the risk- based ratio to assess the capital adequacy of banks and bank holding companies. The FDIC, the Office of the Comptroller of the Currency (the "OCC") and the Federal Reserve consider interest rate risk in the overall determination of a bank's capital ratio, requiring banks with greater interest rate risk to maintain adequate capital for the risk.
In addition, Section 38 of the Federal Deposit Insurance Act implemented the prompt corrective action provisions that Congress enacted as a part of the Federal Deposit Insurance Corporation Improvement Act of 1991 (the "1991 Act"). The "prompt corrective action" provisions set forth five regulatory zones in which all banks are placed largely based on their capital positions. Regulators are permitted to take increasingly harsh action as a bank's financial condition declines. Regulators are also empowered to place in receivership or require the sale of a bank to another depository institution when a bank's capital leverage ratio reaches 2%. Better capitalized institutions are generally subject to less onerous regulation and supervision than banks with lesser amounts of capital.
The FDIC has adopted regulations implementing the prompt corrective action provisions of the 1991 Act, which place financial institutions in the following five categories based upon capitalization ratios: (1) a "well capitalized" institution has a Total risk-based capital ratio of at least 10%, a Tier I risk-based ratio of at least 6% and a leverage ratio of at least 5%; (2) an "adequately capitalized" institution has a Total risk-based capital ratio of at least 8%, a Tier I risk-based ratio of at least 4% and a leverage ratio of at least 4%; (3) an "undercapitalized" institution has a Total risk-based capital ratio of under 8%, a Tier I risk-based ratio of under 4% or a leverage ratio of under 4%; (4) a "significantly undercapitalized" institution has a Total risk-based capital ratio of under 6%, a Tier I risk-based ratio of under 3% or a leverage ratio of under 3%; and (5) a "critically undercapitalized" institution has a leverage ratio of 2% or less. Institutions in any of the three undercapitalized categories would be prohibited from declaring dividends or making capital distributions. The FDIC regulations also establish procedures for "downgrading" an institution to a lower capital category based on supervisory factors other than capital.
To continue to conduct its business as currently conducted, the Corporation and the Bank will need to maintain capital well above the minimum levels. As of December 31, 2006 and 2005, the most recent notifications from the FDIC categorized the Bank as "well capitalized" under current regulations.
Commercial Real Estate. In December, 2006 the federal banking agencies, including the FDIC, issued a
final guidance on concentrations in commercial real estate lending, noting that recent increases in banks' commercial real estate concentrations could create safety and soundness concerns in the event of a significant economic downturn. The guidance mandates certain minimal risk management practices and categorizes banks with defined levels of such concentrations as banks requiring elevated examiner scrutiny. The Bank has a concentration in commercial real estate loans in excess of those defined levels. Management believes that the Corporation's credit processes and procedures meet the risk management standards dictated by this guidance, but it is not yet possible to determine the impact this guidance may have on examiner attitudes with respect to the Bank's real estate concentrations, which attitudes could effectively limit increases in the Bank's loan portfolios and require additional credit administration and management costs associated with those portfolios.
Loans. Inter-agency guidelines adopted by federal bank regulators mandate that financial institutions establish real estate lending policies with maximum allowable real estate loan-to-value limits, subject to an allowable amount of non-conforming loans as a percentage of capital. The Bank adopted the federal guidelines in 2001.
Transactions with Affiliates. Under federal law, all transactions between and among a state nonmember bank and its affiliates, which include holding companies, are subject to Sections 23A and 23B of the Federal Reserve Act and Regulation W promulgated thereunder. Generally, these requirements limit these transactions to a percentage of the bank's capital and require all of them to be on terms at least as favorable to the bank as transactions with non-affiliates. In addition, a bank may not lend to any affiliate engaged in non-banking activities not permissible for a bank holding company or acquire shares of any affiliate that is not a subsidiary. The FDIC is authorized to impose additional restrictions on transactions with affiliates if necessary to protect the safety and soundness of a bank. The regulations also set forth various reporting requirements relating to transactions with affiliates.
Financial Privacy. In accordance with the GLB Act, federal banking regulators adopted rules that limit the ability of banks and other financial institutions to disclose non- public information about consumers to nonaffiliated third parties. These limitations require disclosure of privacy policies to consumers and, in some circumstances, allow consumers to prevent disclosure of certain personal information to a nonaffiliated third party. The privacy provisions of the GLB Act affect how consumer information is transmitted through diversified financial companies and conveyed to outside vendors.
Anti-Money Laundering Initiatives and the USA Patriot Act. A major focus of governmental policy on financial institutions in recent years has been aimed at combating terrorist financing. This has generally been accomplished by amending existing anti-money laundering laws and regulations. The USA Patriot Act of 2001 (the "USA Patriot Act") has imposed significant new compliance and due diligence obligations, creating new crimes and penalties. The United States Treasury Department has issued a number of implementing regulations which apply to various requirements of the USA Patriot Act to the Corporation and the Bank. These regulations impose obligations on financial institutions to maintain appropriate policies, procedures and controls to detect, prevent and report money laundering and
terrorist financing and to verify the identity of their customers. Failure of a financial institution to maintain and implement adequate programs to combat terrorist financing, or to comply with all of the relevant laws or regulations, could have serious legal and reputational consequences for the institution.
Available Information The Corporation is subject to the information requirements of the Securities Exchange Act of 1934, which means that it is required to file certain reports, proxy statements, and other information, all of which are available at the Public Reference Section of the Securities and Exchange Commission at Room 1580, 100 F. Street, N.E., Washington, D.C. 20549. You may also obtain copies of the reports, proxy statements, and other information from the Public Reference Section of the SEC, at prescribed rates, by calling 1-800- SEC-0330. The SEC maintains a World Wide Web site on the Internet at www.sec.gov where you can access reports, proxy, information and registration statements, and other information regarding Corporations that file electronically with the SEC through the EDGAR system.
The Corporation's Internet website address is www.sgfc.com.
Executive Officers of the Corporation Executive officers are elected by the Board of Directors annually in May and hold office until the following May at the pleasure of the Board of Directors.
The principal executive officers of the Corporation and their ages, positions with the Corporation, and terms of office as of January 31, 2007, are as follows:
The following is a brief description of the business experience of the principal executive officers of the Corporation. Except as otherwise indicated, each principal executive officer has been engaged in their present or last employment, in the same or similar position, for more than five years.
Mr. Drew is a director of Southwest Georgia Financial Corporation and Southwest Georgia Bank and was named President and Chief Executive Officer in May 2002. Previously he served as President and Chief Operating Officer beginning in 2001 and Executive Vice President in 1999 of Southwest Georgia Financial Corporation and Southwest Georgia Bank.
Mr. Cole became Executive Vice President and Cashier of the Bank and Executive Vice President of the Corporation in 2002. Previously, he had been Senior Vice President and Cashier of the Bank and Senior Vice President of the Corporation.
Mr. Sansbury became Executive Vice President of the Bank and the Corporation in December 2006. Previously, he had been Senior Vice President of the Bank and the Corporation since December 1996.
Mr. Dyer became Senior Vice President of the Bank and the Corporation in 2002. He also serves as Chief Executive Officer and President of Empire, a wholly owned subsidiary of the Bank. Mr. Dyer has served as Chief Executive Officer and President of Empire since forming the firm in 1985.
Mr. Kirkland became Senior Vice President and Treasurer of the Corporation and Senior Vice President and Comptroller of the Bank in 1993.
Mr. Webb became Senior Vice President of the Bank and the Corporation in 1997. Previously, he had been Vice President of the Bank and the Corporation since 1994 and Assistant Vice President of the Bank since 1984.
Mrs. Luff became Senior Vice President in 2000 and Vice President of the Bank and the Corporation in 1995. Previously, she had been Assistant Vice President of the Bank since 1988.
Mr. Blanton became Senior Vice President of the Bank and the Corporation in 2001. Previously, he has served as Vice President of the Bank and Corporation since 2000 and in various other positions with the bank since 1999.
Mr. Bell became Senior Vice President of the Bank and the Corporation in 2006. Previously, he was President of Trinity Bank since 2004, and City President and Senior Vice-President of Community Bank and Trust since 2001, both located in Dothan, Alabama.
Mr. Carlton became Senior Vice President of the Bank and the Corporation in 2004. Previously, he had been Vice President of the Bank since 1995.
Mr. Bryant became Senior Vice President of the Bank and the Corporation in 2004. Previously, he was employed by Sylvester Banking Company in Sylvester, Georgia, as Vice President and Cashier since 1969.
Table 1 - Distribution of Assets, Liabilities, and Shareholders' Equity; Interest Rates and Interest Differentials
The following tables set forth, for the fiscal years ended December 31, 2006, 2005, and 2004, the daily average balances outstanding for the major categories of earning assets and interest-bearing liabilities and the average interest rate earned or paid thereon. Except for percentages, all data is in thousands of dollars.
(a) Average loans are shown net of unearned income and the allowance for loan losses. Nonperforming loans are included. (b) Interest income includes loan fees of $409,000. (c) Reflects taxable equivalent adjustments using a tax rate of 34 %.
(a) Average loans are shown net of unearned income and the allowance for loan losses. Nonperforming loans are included. (b) Interest income includes loan fees of $534,000. (c) Reflects taxable equivalent adjustments using a tax rate of 34 %.
(a) Average loans are shown net of unearned income and the allowance for loan losses. Nonperforming loans are included. (b) Interest income includes loan fees of $453,000. (c) Reflects taxable equivalent adjustments using a tax rate of 34 %.
Table 2 - Rate/Volume Analysis
The following table sets forth, for the indicated years ended December 31, a summary of the changes in interest paid resulting from changes in volume and changes in rate. The change due to volume is calculated by multiplying the change in volume by the prior year's rate. The change due to rate is calculated by multiplying the change in rate by the prior year's volume. The change attributable to both volume and rate is calculated by multiplying the change in volume by the change in rate.
(a) Volume and rate components are in proportion to the relationship of the absolute dollar amounts of the change in each.
(b) Reflects taxable equivalent adjustments using a tax rate of 34 % for 2006, 2005, and 2004 in adjusting interest on nontaxable loans and securities to a fully taxable basis.
Table 3 - Investment Portfolio
The carrying values of investment securities for the indicated years are presented below:
The following table shows the expected maturities of debt securities at December 31, 2006, and the weighted average yields (for nontaxable obligations on a fully taxable basis assuming a 34% tax rate) of such securities. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations without call or prepayment penalties. Mortgage backed securities amortize in accordance with the terms of the underlying mortgages, including prepayments as a result of refinancings and other early payouts.
The calculation of weighted average yields is based on the carrying value and effective yields of each security weighted for the scheduled maturity of each security. At December 31, 2006 and 2005, securities carried at approximately $37,319,000, as required by law, and $30,336,000 and $35,437,000 were pledged to secure Federal Home Loan Bank advances.
Table 4 - Loan Portfolio
The following table sets forth the amount of loans outstanding for the indicated years according to type of loan.
The following table shows maturities and interest sensitivity of the commercial, financial, agricultural, and construction loan portfolio at December 31, 2006.
The following table shows, for such loans due after one year, the amounts which have predetermined interest rates and the amounts which have floating or adjustable interest rates at December 31, 2006.
The following table presents information concerning outstanding balances of nonperforming loans and foreclosed assets for the indicated years. Nonperforming loans comprise: (a) loans accounted for on a nonaccrual basis ("nonaccrual loans"); (b) loans which are contractually past due 90 days or more as to interest or principal payments and still accruing ("past-due
loans"); (c) loans for which the terms have been renegotiated to provide a reduction or deferral of interest or principal because of a deterioration in the financial position of the borrower ("renegotiated loans"); and (d) loans now current but where there are serious doubts as to the ability of the borrower to comply with present loan repayment terms ("potential problem loans").
The Corporation has a single $2.2 million nonaccrual loan that has caused a substantial increase in nonperforming loans in 2006. The Corporation does not anticipate any loss on this loan. We have a sales contract in process which will either pay off or assume this loan.
The Corporation follows a policy of continuing to accrue interest on consumer loans that are contractually past due over 90 days up to the time the loans are considered uncollectible and the loan amount is charged against the allowance for loan losses.
Summary of Loan Loss Experience The following table is a summary of average loans outstanding during the reported periods, changes in the allowance for loan losses arising from loans charged off and recoveries on loans previously charged off by loan category, and additions to the allowance which have been charged to operating expenses. There were no charge-offs or recoveries of real estate construction loans for the periods presented.
The allowance is based upon management's analysis of the portfolio under current economic conditions. This analysis includes a study of loss experience, a review of delinquencies, and an estimate of the possibility of loss in view of the risk characteristics of the portfolio. Based on the above factors, management considers the current allowance to be adequate.
Allocation of Allowance for Loan Losses Management has allocated the allowance for loan losses within the categories of loans set forth in the table below according to amounts deemed reasonably necessary to provide for possible losses. The amount of the allowance applicable to each category and the percentage of loans in each category to total loans are presented below.
The calculation is based upon total loans including unearned interest. Management believes that the portfolio is well diversified and, to a large extent, secured without undue concentrations in any specific risk area. Control of loan quality is regularly monitored by management, the loan committee, and is reviewed by the Bank's Board of Directors which meets monthly. Independent external review of the loan portfolio is provided by examinations conducted by regulatory authorities. The amount of additions to the allowance for loan losses charged to operating expense for the periods indicated were based upon many factors, including actual charge offs and evaluations of current economic conditions in the market area. Management believes the allowance for loan losses is adequate to cover any potential loan losses.
Table 5 - Deposits
The average amounts of deposits for the last three years are presented below.
The maturity of certificates of deposit of $100,000 or more as of December 31, 2006, are presented below.
Return on Equity and Assets
Certain financial ratios are presented below.
ITEM 1A.
ITEM 1A. RISK FACTORS An investment in the Corporation's common stock and the Corporation's
financial results are subject to a number of risks. Investors should carefully consider the risks described below and all other information contained in this Annual Report on Form 10-K and the documents incorporated by reference. Additional risks and uncertainties, including those generally affecting the industry in which the Corporation operates and risks that management currently deems immaterial may arise or become material in the future and affect the Corporation's business.
The Corporation's construction and land development loans are subject to unique risks that could adversely affect earnings. The Corporation's construction and land development loan portfolio was $13.2 million at December 31, 2006, comprising 10.5% of total loans. Construction and land development loans are often riskier than home equity loans or residential mortgage loans to individuals. In the event of a general economic slowdown, they would represent higher risk due to slower sales and reduced cash flow that could impact the borrowers' ability to repay on a timely basis. In addition, although regulations and regulatory policies affecting banks and financial services companies undergo continuous change and we cannot predict when changes will occur or the ultimate effect of any changes, there has been recent regulatory focus on construction, development and other commercial real estate lending. Recent changes in the federal policies applicable to construction, development or other commercial real estate loans make us subject us to substantial limitations with respect to making such loans, increase the costs of making such loans, and require us to have a greater amount of capital to support this kind of lending, all of which could have a material adverse effect on our profitability or financial condition.
Recent performance may not be indicative of future performance. The Corporation may not be able to sustain its profitability. Various factors, such as economic conditions, regulatory and legislative considerations, competition and the ability to find and retain talented people, may impede its ability to remain profitable.
A deterioration in asset quality could have an adverse impact on the Corporation. A significant source of risk for the Corporation arises from the possibility that losses will be sustained because borrowers, guarantors and related parties may fail to perform in accordance with the terms of their loans. With respect to secured loans, the collateral securing the repayment of these loans includes a wide variety of diverse real and personal property that may be affected by changes in prevailing economic, environmental and other conditions, including declines in the value of real estate, changes in interest rates, changes in monetary and fiscal policies of the federal government, environmental contamination and other external events. In addition, decreases in real estate property values due to the nature of the Bank's loan portfolio, over 76% of which is secured by real estate, could affect the ability of customers to repay their loans. The Bank's loan policies and procedures may not prevent unexpected losses that could have a material adverse effect on the Corporation's business, financial condition, results of operations, or liquidity.
Changes in prevailing interest rates may negatively affect the results of operations of the Corporation and the value of its assets. The Corporation's earnings depend largely on the relationship between the yield on earning assets, primarily loans and investments, and the cost of funds, primarily deposits and borrowings. This relationship, known as the
interest rate spread, is subject to fluctuation and is affected by economic and competitive factors which influence interest rates, the volume and mix of interest earning assets and interest bearing liabilities and the level of non-performing assets. Fluctuations in interest rates affect the demand of customers for the Corporation's products and services. In addition, interest-bearing liabilities may re-price or mature more slowly or more rapidly or on a different basis than interest-earning assets. Significant fluctuations in interest rates could have a material adverse effect on the Corporation's business, financial condition, results of operations or liquidity. For additional information regarding interest rate risk, see Part II, Item 7A, "Quantitative and Qualitative Disclosures About Market Risk."
Changes in the level of interest rates may also negatively affect the value of the Corporation's assets and its ability to realize book value from the sale of those assets, all of which ultimately affect earnings.
If the Corporation's allowance for loan losses is not sufficient to cover actual loan losses, earnings would decrease. The Bank's loan customers may not repay their loans according to their terms and the collateral securing the payment of these loans may be insufficient to assure repayment. The Bank may experience significant loan losses which would have a material adverse effect on the Corporation's operating results. Management makes various assumptions and judgments about the collectibility of the loan portfolio, including the creditworthiness of borrowers and the value of the real estate and other assets serving as collateral for the repayment of loans. The Corporation maintains an allowance for loan losses
in an attempt to cover any loan losses inherent in the portfolio. In determining the size of the allowance, management relies on an analysis of the loan portfolio based on historical loss experience, volume and types of loans, trends in classification, volume and trends in delinquencies and non- accruals, national and local economic conditions and other pertinent information. If those assumptions are incorrect, the allowance may not be sufficient to cover future loan losses and adjustments may be necessary to allow for different economic conditions or adverse developments in the loan portfolio.
Technology difficulties or failures could have a material adverse effect on the Corporation. The Corporation depends upon data processing, software, communication and information exchange on a variety of computing platforms and networks and over the internet. The Corporation cannot be certain that all of its systems are entirely free from vulnerability to attack or other technological difficulties or failures. The Corporation relies on the services of a variety of vendors to meet its data processing and communication needs. If information security is breached or other technology difficulties or failures occur, information may be lost or misappropriated, services and operations may be interrupted and the Corporation could be exposed to claims from customers. Any of these results could have a material adverse effect on the Corporation's business, financial condition, results of operations or liquidity.
The Corporation's business is subject to the success of the local economies and real estate markets in which it operates. The Corporation's banking operations are located in southwest Georgia.
Because of the geographic concentration of its operations, the Corporation's success significantly depends largely upon economic conditions in this area, which include volatility in the agriculture market, influx and outflow of major employers in the area, minimal population growth throughout the region. Deterioration in economic conditions in the communities in which the Corporation operates could adversely affect the quality of the Corporation's loan portfolio and the demand for its products and services, and accordingly, could have a material adverse effect on the Corporation's business, financial condition, results of operations or liquidity. The Corporation is less able than a larger institution to spread the risks of unfavorable local economic conditions across a large number of more diverse economies.
The Corporation may face risks with respect to its ability to execute its business strategy. The financial performance and profitability of the Corporation will depend on its ability to execute its strategic plan and manage its future growth. Moreover, the Corporation's future performance is subject to a number of factors beyond its control, including pending and future federal and state banking legislation, regulatory changes, unforeseen litigation outcomes, inflation, lending and deposit rate changes, interest rate fluctuations, increased competition and economic conditions. Accordingly, these issues could have a material adverse effect on the Corporation's business, financial condition, results of operations or liquidity.
The Corporation depends on its key personnel, and the loss of any of them could adversely affect the Corporation. The Corporation's success depends to a significant extent on the management skills of its existing executive officers and directors, many of whom have held officer and director positions with the Corporation for many years. The loss or unavailability of any of its key personnel, including G. DeWitt Drew, President and CEO, John J. Cole, Jr., Executive Vice President, J. David Dyer, Senior Vice President and President of Empire, C. Wallace Sansbury, Executive Vice President and George R. Kirkland, Senior Vice President & Treasurer, could have a material adverse effect on the Corporation's business, financial condition, and results of operations or liquidity.
Competition from financial institutions and other financial service providers may adversely affect the Corporation. The banking business is highly competitive, and the Corporation experiences competition in its markets from many other financial institutions. The Corporation competes with these other financial institutions both in attracting deposits and in making loans. Many of its competitors are well- established, larger financial institutions that are able to operate profitably with a narrower net interest margin and have a more diverse revenue base. The Corporation may face a competitive disadvantage as a result of its smaller size, lack of geographic diversification and inability to spread costs across broader markets. There can be no assurance that the Corporation will be able to compete effectively in its markets. Furthermore, developments increasing the nature or level of competition could have a material adverse effect on the Corporation's business, financial condition, results of operations or liquidity.
Changes in government regulation or monetary policy could adversely affect the Corporation. The Corporation and the banking industry are subject to extensive regulation and supervision under federal and state laws and regulations. The restrictions imposed by such laws and regulations limit the manner in which
the Corporation conducts its banking business, undertakes new investments and activities and obtains financing. These regulations are designed primarily for the protection of the deposit insurance funds and consumers and not to benefit holders of the Corporation's securities. Financial institution
regulation has been the subject of significant legislation in recent years and may be the subject of further significant legislation in the future, none of which is in the control of the Corporation. Significant new laws or changes in, or repeals of, existing laws could have a material adverse effect on the Corporation's business, financial condition, results of operations or liquidity. Further, federal monetary policy, particularly as implemented through the Federal Reserve System, significantly affects credit conditions for the Corporation, and any unfavorable change in these conditions could have a material adverse effect on the Corporation's business, financial condition, results of operations or liquidity. See Part I, Item 1, "Supervision and Regulation."
ITEM 1B.
ITEM 1B. UNRESOLVED STAFF COMMENTS The Corporation has not received any written comments from the Securities Exchange Commission staff in connection with a review of any of its reports.
ITEM 2.
ITEM 2. PROPERTIES The executive offices of the Corporation and the main banking office of the Bank are located in a 22,000 square foot facility at 201 First Street, S. E., Moultrie, Georgia. The Bank's Operations Center is located at 10 Second Avenue, Moultrie, Georgia. The Trust and Investment Division of the Bank is located at 25 Second Avenue, Moultrie, Georgia. A building located across the street from the main office at 205 Second Street, S. E., Moultrie, Georgia, has been renovated for the Bank's Administrative Services offices, training and meeting rooms, record storage, and a drive-thru teller facility.
All the buildings and land, which include parking and drive-thru teller facilities, are owned by the Bank. There are two automated teller machines on the Bank's main office premises, one in each of the Baker County, Thomas County, and Worth County branch offices, and one additional automated teller machine located in Doerun, Georgia. These automated teller machines are linked to the STAR network of automated teller machines.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS There are no material pending legal proceedings to which the Corporation or the Bank is a party or to which any of their property is subject.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS There were no matters submitted during the fourth quarter of 2006 for a vote of the security holders through the solicitation of proxies or otherwise.
PART II
ITEM 5.
ITEM 5. MARKET PRICE OF AND DIVIDENDS ON THE CORPORATION'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market Information The Corporation's common stock trades on the American Stock Exchange under the symbol "SGB". The closing price on December 31, 2006, was $19.30. Below is a schedule of the high and low stock prices for each quarter of 2006 and 2005.
As of December 31, 2006, we had 564 record holders of the Corporation's common stock. Also, there were approximately 270 additional shareholders who held shares through trusts and brokerage firms.
Dividends Cash dividends paid on the Corporation's common stock were $.52 in 2006 and 2005. Our dividend policy objective is to pay out a portion of earnings in dividends to our shareholders in a consistent manner over time, and we intend to continue paying dividends. However, no assurance can be given that dividends will be declared in the future. The amount and frequency of dividends is determined by the Corporation's Board of Directors after consideration of various factors, which include the Corporation's financial condition and results of operations, investment opportunities available to the Corporation, capital requirements, tax considerations and general economic conditions. The primary source of funds available to the parent company is the payment of dividends by its subsidiary bank. Federal and State banking laws restrict the amount of dividends that can be paid without regulatory approval. See "Business - Payment of Dividends". The Corporation and its predecessors have paid cash dividends for the past seventy-eight consecutive years.
In 2006, we repurchased 575,000 shares of our common stock through a tender
offer with a total cost of $13,225,000. Because of our strong capital condition, we continued through 2006 the stock repurchase program that began in January 2000. In 2006, 65,000 shares were repurchased through the repurchase program. Through the end of 2006, a total of 612,095 shares have been repurchased since the beginning of the program. The share repurchase program was extended by the Board of Directors at their meeting in January 2007 through the end of January 2008. The Corporation is authorized to purchase an additional 100,000 shares under the plan.
On June 23, 2006, John H. Clark, director, sold to the Employee Stock Ownership Plan 10,000 shares of common stock for $21.40 per share and also, on February 1, 2007, both Mr. Clark and his wife sold to the Corporation 25,000 shares of common stock for $19.435 per share in a private stock repurchase transaction.
Securities Authorized for Issuance Under Equity Compensation Plans The following table presents information as of December 31, 2006, with respect to shares of common stock of the Corporation that may be issued under the Key Individual Stock Option Plan.
(1)	The Key Individual Stock Option Plan (2)	Excludes shares issued under the 401(k) Plan.
Performance Graph
The following graph compares the cumulative total shareholder return of the Corporation's Common Stock with The Carson Medlin Company's Independent Bank Index and the S&P 500 Index. The Independent Bank Index is the compilation of the total return to shareholders over the past five years of a group of 28 independent community banks located in the southeastern states of Alabama, Florida, Georgia, North Carolina, South Carolina, Tennessee, Virginia, and West Virginia. The comparison assumes $100 was invested January 1, 2001, and that all semi-annual and quarterly dividends were reinvested each period. This comparison takes into consideration changes in stock price, cash dividends, stock dividends, and stock splits since January 1, 2001.
The comparisons in the graph are required by the Securities and Exchange Commission and are not intended to forecast or be indicative of possible future performance of the Corporation's Common Stock.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
(1) On October 29, 2004, the Corporation paid a 20% stock dividend to shareholders of record as of October 7, 2004. All per share information has been adjusted to take into account the stock dividend. (2) On October 24, 2006, the Corporation repurchased 575,000 shares of our common stock through a tender offer with a total cost of $13,225,000. The tender offer caused a decrease in the number of shares outstanding, stockholder's equity and book and tangible book value per share.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For further information about the Corporation, see selected statistical information on pages 11 - 28 of this report on Form 10-K.
Overview The Corporation is a full-service community bank holding company headquartered in Moultrie, Georgia. The community of Moultrie has been served by the Bank since 1928. We provide comprehensive financial services to consumer, business and governmental customers, which, in addition to conventional banking products, include a full range of mortgage banking, trust, investment and insurance services. Our primary market area incorporates Colquitt County, where we are headquartered, and Baker, Thomas, and Worth Counties, each contiguous with Colquitt County, and the surrounding counties of southwest Georgia. We have four full service banking facilities and six automated teller machines.
Our strategy is to:
* maintain the diversity of our revenue, including both interest and noninterest income through a broad base of business, * strengthen our sales and marketing efforts while developing our employees to provide the best possible service to our customers, * expand our market share where opportunity exists, and * grow outside of our current geographic market through acquisitions into areas proximate to our current market area.
The Corporation's profitability, like most financial institutions, is dependent to a large extent upon net interest income, which is the difference between the interest received on earning assets, such as loans, securities and federal funds sold, and the interest paid on interest-bearing liabilities, principally deposits and borrowings. Net interest income is highly sensitive to fluctuations in interest rates. In the first half of 2006, the Federal Reserve Bank increased short-term interest rates 1% and since July 2004, short-term rates increased seventeen times, or 4.25% by year end.
Our profitability is impacted as well by operating expenses such as salaries and employee benefits, occupancy and income taxes. Our lending activities are significantly influenced by regional and local factors such as changes in population, competition among lenders, interest rate conditions and prevailing market rates on competing uses of funds and investments, customer preferences and levels of personal income and savings in the Corporation's primary market area.
To address interest rate fluctuations, we manage our balance sheet in an effort to diminish the impact should interest rates suddenly change. In addition, broadening our revenue sources helps to reduce the risk and exposure of our financial results to the impact of changes in interest rates, which is outside of our control. As a result of our strategy to diversify revenue, noninterest income has grown over the last few years and was 73.7% of 2006 net interest income. Sources of noninterest income include our insurance agency and Empire, the Corporation's commercial mortgage banking subsidiary, as well as fees on customer accounts, trust and retail brokerage services.
In 2006, we continued to focus on asset quality following significant improvements made with respect to overall asset quality in 2005 and 2004. During the second quarter of 2004, we sold a large foreclosed property with a loss on sale of approximately $90,000. Although the Corporation has a single $2.2 million nonaccrual loan that has caused a substantial increase in nonperforming loans in 2006, we do not anticipate any loss on this loan due to a sales contract that is currently in process which will either pay off or assume this loan.
Mergers and Acquisitions On February 27, 2004, the Corporation acquired First Bank Holding Company and its bank subsidiary, Sylvester Banking Company, for $4.2 million in cash and 240,000 shares of Southwest Georgia Financial Corporation common stock valued at $5.5 million. Sylvester Banking Company was merged into Southwest Georgia Bank. The business combination was accounted for by the purchase method of accounting and the results of operations of Sylvester Banking Company since the date of acquisition are included in the Consolidated Financial Statements. Total assets of $49.6 million and liabilities of $39.9 million were booked at fair value including a core deposit intangible of $1.7 million. This core deposit intangible is being amortized over a 10-year period.
The following table shows the fair value of assets acquired and liabilities assumed as of the acquisition date.
Tender Offer On October 24, 2006, the Corporation repurchased 575,000 shares of our common stock through a tender offer with a total cost of $13,225,000. The tender offer caused a decrease in the number of shares outstanding, stockholder's equity and book and tangible book value per share.
Stock Dividend On October 29, 2004, the Corporation paid a 20% stock dividend to shareholders of record as of October 7, 2004. All per share information has been adjusted to take into account the stock dividend.
Critical Accounting Policies In the course of the Corporation's normal business activity, management must select and apply many accounting policies and methodologies that lead to the financial results presented in the consolidated financial statements of the Corporation. Management considers the accounting policy relating to the allowance for loan losses to be a critical accounting policy because of the uncertainty and subjectivity inherent in estimating the levels of allowance needed to cover probable credit losses within the loan portfolio and the material effect that these estimates have on the Corporation's results of operations. We believe that the allowance for loan losses as of December 31, 2006 is adequate, however, under adversely different conditions or assumptions, future additions to the allowance may be necessary. There have been no significant changes in the methods or assumptions used in our accounting policies that would have resulted in material estimates and assumptions changes. Note 1 to the Consolidated Financial Statements provides a description of our significant accounting policies and contributes to the understanding of how our financial performance is reported.
Results of Operations
Performance Summary Net income for 2006 was $3.0 million, a decrease of approximately $1.3 million, or 30%, when compared with $4.3 million in 2005. Our net income was down primarily as a result of a $564,000 loss recognized in our investment securities portfolio in connection with funding the tender offer as well as $183,000 in administrative expenses related to the tender offer. Net income was also negatively impacted by a $439,000 decrease in mortgage banking income due to numerous payoffs of serviced loans at Empire and accelerated amortization related to such payoffs of $429,000, a one-time $690,000 pension contribution incurred in connection with the freezing of the pension plan and, a decline in our net interest margin. On a per share basis, net income for 2006 was down to $0.96 per diluted share compared with $1.31 per diluted share for 2005.
Net income for 2005 was $4.3 million, an increase of approximately $0.4 million, or 12%, when compared with $3.9 million in 2004. Higher net income in 2005 was primarily due to solid operating results for Empire and strong expense control. Mortgage banking revenues increased $805,000, or 22%, over 2004's results. Expenses relating to equipment, data processing, amortization of intangible assets, and other operating declined $422,000, or 9%, for 2005 compared with 2004. On a per share basis, net income for 2005 was $1.31 per diluted share compared with $1.18 per diluted share for 2004.
We measure our performance on selected key ratios, which are provided for the last three years in the following table:
Net Interest Income Net interest income for 2006 decreased $593,000, or 5.8%, compared with 2005. The largest contributable to the decline in net interest income was the $1.8 million, or 39.4%, increase in interest expense in 2006 compared with 2005 which resulted primarily from a (1) 156 basis point increase in the average rate paid on money market deposit accounts, a 60 basis point increase on the average rate paid on savings deposits and a 125 basis point increase in the average rate paid on time deposits caused by rising rates generally and competitive pressure in our markets, and (2) an increase in average money market deposit accounts of $8.3 million or 62%, resulting from the impact of the migration from non-interest bearing accounts and time deposits in a rising rate environment and the addition of a cash management program for our business customers. In addition, average noninterest bearing deposits increased $610,000, or 1.7%.
Offsetting in part the increased interest expense was increased interest income from earning assets of $1,211,000, or 8.2%, in 2006 compared with 2005. The majority of the $1,211,000 increase in interest income for the year resulted from a combination of volume and yield components. Average loan volumes increased $14.7 million, or 14.4%, and the yield increased 46 basis points to 8.02% resulting in an increase in interest income of $1,646,000. Average investment volumes decreased $13.4 million, or 8.1%, primarily due to the sale of securities to fund the tender offer.
Net interest income for 2005 decreased $178,000, or 1.7%, compared with 2004. The decrease was influenced by the mix of earning assets, interest-bearing liabilities, and higher funding costs. Interest income from earning assets increased $997,000, or 7.2%, in 2005 compared with 2004, while interest expenses increased $1.2 million, or 34.5%, for the same period. The majority of the $997,000 increase in interest income for the year resulted from increased volumes in earning assets related to the acquisition. Average investment volumes increased $11 million, or 7.2%, in 2005 compared with 2004 while the average yield decreased 19 basis points. Average loan volumes increased $2.4 million during 2005, combined with a yield increase of 54 basis points to 7.56% resulted in an increase in interest income from loans of $717,000.
The increase of $1.2 million of interest expense in 2005 compared with 2004 primarily resulted from a 74 basis point increase in the average rate paid on time deposits and 135 basis points increase in the average rate paid on money market deposit accounts. The volume of average time deposits decreased $4.7 million, or 4.9%, but was more than offset by an increase in average long- term debt of $7.4 million. During 2005, average interest-bearing deposits increased $2 million, or 1.1%. The majority of the increase, or $4.5 million, was in lower rate NOW accounts which was somewhat offset by a $4.7 million, or 4.9%, decrease on the average level of certificates of deposit. Average non-interest bearing deposits increased $0.8 million or 2%. Interest expense on deposits continues to closely follow interest rate trends.
Net Interest Margin Net interest margin, which is the net return on earning assets, is a key performance ratio for evaluating net interest income. It is computed by dividing net interest income by average total earning assets.
Net interest margin was 3.66% for 2006, a 25 basis point decrease from 3.91% in 2005. The net interest margin in 2005 was down 23 basis points compared with the net interest margin of 4.14% in 2004. Our net interest margin
declines in each year were primarily due to higher funding costs and the shifting of deposit accounts from non-interest bearing accounts into interest-bearing accounts
Noninterest Income Noninterest income is an important contributor to net earnings. The following table summarizes the changes in noninterest income during the past three years:
Noninterest income in 2006 decreased $755,000 compared with 2005. The decline was primarily the result of a decrease of $439,000 in mortgage banking income, the single largest component of the Corporation's noninterest income, due to numerous payoffs of serviced loans at Empire. The mortgage banking servicing portfolio at Empire is comprised of non-recourse loans which we service for participating commercial mortgage lenders, and, at December 31, 2006, was approximately $422 million, or an 11% decrease from the balance at December 31, 2005. This decline is primarily due to the numerous payoffs of serviced loans of which we feel will not continue at this current level.
Noninterest income was also negatively impacted in 2006 by a $564,000 loss recognized on the sale of securities to fund the repurchase of 575,000 shares of the tender offer and 3.3% decrease in fees from trust services.
Offsetting in part, the declines in noninterest income, deposit service charge income increased $163,000 or 10.5%, for 2006 over 2005 related primarily to increased fees from our new cash management program for our business customers and increased fees related to our overdraft protection program. Other increases resulted from a 4.9% growth in fees related to insurance services and 11.7% increase in fees related to retail brokerage services.
Noninterest income in 2005 increased $1.1 million compared with 2004.
Mortgage banking income increased $805,000 as loan origination fees on commercial mortgages increased over the prior year. Service charges on deposit accounts, income from trust services, and income from insurance services leveled off in 2005. Gain on sale or abandonment of assets increased $288,000, resulting primarily from losses on sales of foreclosed properties in 2004.
Noninterest Expense Noninterest expense includes all expenses of the Corporation other than interest expense, provision for loan losses and income tax expense. The following table summarizes the changes in the noninterest expenses for the past three years:
Total noninterest expense increased $603,000, or 4.9%, in 2006 compared with 2005. The majority of this increase of $429,000 was from increased amortization of intangible assets resulting from accelerating the amortization of our mortgage servicing assets due to the payoffs of serviced loans at Empire described above. Also, increases occurred in other operating expense of 10.8% due to administrative fees related to the tender offer and other professional services expenses related to pension consulting services and an increase in occupancy expense of 3.1% due to normal operations.
These increases in noninterest expenses were partially offset by a 4.3% decrease in data processing fees due to the expiration of a contract related to our overdraft protection program. Equipment expenses were down in 2006 3.8% due to normal operations.
Salary decreased slightly due to a decrease in the number of full time employees from 118 to 114, which decrease was partially offset by an additional pension contribution of $690,000. The additional pension funding was a one-time charge by the Corporation incurred in connection with freezing the pension plan and was necessary for the required minimum contribution.
Total noninterest expense increased $309,000, or 2.6%, in 2005 compared with 2004. Salaries and employee benefits expense increased 9.8% due to incentive based compensation at Empire, increased pension contributions and increased staffing to replace near term retirees. The Corporation's employees totaled 118 at December 31, 2005 compared with 125 the prior year end.
In 2005, occupancy expense increased $75,000, or 10.2%, compared with 2004. This was primarily due to increased depreciation expense from a building renovation project completed in late 2004. The other noninterest expense
categories: equipment, data processing, amortization of intangible assets, and other operating expenses declined from the previous year due to incurring higher expenses related to the acquisition of Sylvester Banking Company in 2004.
The "efficiency ratio" (noninterest expenses divided by total noninterest income plus net interest income), a measure of productivity, increased to 75.48% for 2006, from 66.81% for 2005 and 68.54% for 2004. The higher efficiency ratio was primarily due to lower revenues.
Federal Income Tax Expense The Corporation expensed $734,000, $1.32 million and $1.14 million for federal income taxes for the years ending December 31, 2006, 2005 and 2004, respectively. These amounts resulted in an effective tax rate of 19.5%, 23.3%, and 22.8% for 2006, 2005, and 2004, respectively. See Note 10 of the Corporation's Notes to Consolidated Financial Statements for further details of tax expense.
Uses and Sources of Funds The Corporation, primarily through the Bank, acts as a financial intermediary. As such, our financial condition should be considered in terms of how we manage our sources and uses of funds. Our primary sources of funds are deposits and borrowings. We invest our funds in assets, and our earning assets are what provide us income.
During 2006, total average assets increased $4.5 million, or 1.5%, to $304.9 million. The Corporation's earning assets, which include loans, investment securities, deposits at the Federal Home Loan Bank, and federal funds sold averaged $276.1 million in 2006, a 1.2% increase over $272.9 million in 2005. This increase was primarily the result of improved loan volume, which also caused the earning asset mix to shift towards more loans during the year. For 2006, average earning assets were comprised of 42% loans, 55% investment securities, and 3% federal funds sold and funds at the Federal Home Loan Bank. The ratio of average earning assets to average total assets slightly decreased to 90.6% for 2006 compared with 90.9% for 2005.
Loans Loans are one of the Corporation's largest earning assets and users of funds. Because of the importance of loans, most of the other assets and liabilities are managed to accommodate the needs of the loan portfolio. During 2006, average loans represented 42% of average earning assets and 38% of average total assets.
The composition of the Corporation's loan portfolio at December 31, 2006, 2005, and 2004 was as follows:
Average total loans increased in 2006 due to an increase in local loan demand mainly in construction and commercial loans. The ratio of total loans to
total deposits at year end increased to 55.4% in 2006 compared with 47.2% in 2005. The loan portfolio mix at year end 2006 consisted of 10.5% loans secured by construction real estate, 36.2% loans secured by commercial real estate, 25.5% of loans secured by residential real estate, and 4.5% of loans secured by agricultural real estate. The loan portfolio also included other commercial, financial, and agricultural purposes of 16.7% and installment loans to individuals for consumer purposes of 6.6%.
Allowance and Provision for Possible Loan Losses The allowance for loan losses represents our estimate of the amount required for probable loan losses in the Corporation's loan portfolio. Loans, or portions thereof, which are considered to be uncollectible, are charged against this allowance and any subsequent recoveries are credited to the allowance. There can be no assurance that the Corporation will not sustain losses in future periods which could be substantial in relation to the size of the allowance for loan losses at December 31, 2006.
We have a loan review program in place which provides for the regular examination and evaluation of the risk elements within the loan portfolio. The adequacy of the allowance for loan losses is regularly evaluated based on the review of all significant loans with particular emphasis on nonaccruing, past due, and other potentially impaired loans that have been identified as possible problems.
The allowance for loan losses was $2.4 million, or 1.9% of total loans outstanding, as of December 31, 2006. This level represented a $37,000 decrease from the corresponding 2005 year-end amount which was 2.3% of total loans outstanding.
There was no provision for loan losses in 2006, a $80,000 decrease from the prior year's provision. Our assessment of the adequacy of the allowance to absorb possible losses in the loan portfolio resulted in not having to provide for losses during the year. See Note 3 of the Corporation's Notes to Consolidated Financial Statements for details of the changes in the allowance for loan losses.
Investment Securities The Corporation's investment securities consist primarily of U.S. Government agency securities. The investment portfolio serves several important functions for the Corporation. Investments in securities are used as a source of income, to complement loan demand and to satisfy pledging requirements in the most profitable way possible. The investment portfolio is a source of liquidity when loan demand exceeds funding availability, and is a vehicle for adjusting balance sheet sensitivity to cushion against adverse rate movements. Our investment policy attempts to provide adequate liquidity by maintaining a portfolio with staggered maturities ranging from one to five years.
The following table summarizes the contractual maturity of investment securities as of December 31, 2006:
The total investment portfolio decreased to $135.6 million from $154.8 million at year-end 2006 compared with year-end 2005, a decrease of $19.2 million, or 12.4%. The majority of this decrease was due to the sale of securities to fund our tender offer. Also, other decreases resulted from the maturing and called U.S. Government agency securities and to an increase in loan demand. The average total investment portfolio decreased to $149.3 million in 2006 compared with $162.7 million for 2005.
We will continue to actively manage the size, components, and maturity structure of the investment securities portfolio. Future investment strategies will continue to be based on profit objectives, economic conditions, interest rate risk objectives, and balance sheet liquidity demands.
Nonperforming Assets Nonperforming assets are defined as nonaccrual loans, loans that are 90 days past due and still accruing, and property acquired by foreclosure. The level of nonperforming assets increased $2.2 million at year-end 2006 compared with year-end 2005. This increase primarily resulted from a single loan and no loss is anticipated due to a sales contract that is currently is process which will either pay off or assume this loan. Nonperforming assets were approximately $2,357,000, or 0.82% of total assets as of December 31, 2006,
compared with $108,000, or 0.04% of total assets at year-end 2005.
Deposits and Other Interest-Bearing Liabilities Our primary source of funds is deposits. The Corporation offers a variety of deposit accounts having a wide range of interest rates and terms. We rely primarily on competitive pricing policies and customer service to attract and retain these deposits.
In 2006, average deposits increased 2.7% compared with 2006 from $221.1 million to $227.1 million. The majority of the increase in average deposits occurred in average money market deposit accounts and NOW account deposits. Competitive interest rates during 2006 resulted in change in the deposit mix. Some customers shifted money from savings to money markets due to higher rates paid on money market account deposits. Also, we implemented a cash management program for commercial customers which provided money market rates of return for large cash balances. As of December 31, 2006, the Corporation had a total of $25.7 million in certificates of deposit of $100,000 or more each. This was an 8.6% increase over the $23.7 million total in 2005.
We have used borrowings from the Federal Home Loan Bank to support our residential mortgage lending activities. During 2006, the Corporation repaid
short-term advances with the Federal Home Loan Bank of $5.0 million leaving $5.0 million to be paid in June and $10.0 million to be paid in August of 2007. In 2006, the Corporation borrowed no additional advances from the Federal Home Loan Bank. Total long-term advances with the Federal Home Loan Bank were $15.2 million at December 31, 2006. Details on the Federal Home Bank advances are presented in Note 8 to the financial statements.
Liquidity Liquidity is managed to assume that the Corporation can meet the cash flow requirements of customers who may be either depositors wanting to withdraw their funds or borrowers needing funds to meet their credit needs. Many factors affect the ability to accomplish liquidity objectives successfully. Those factors include the economic environment, our asset/liability mix and our overall reputation and credit standing in the marketplace. In the ordinary course of business, our cash flows are generated from deposits, interest and fee income, from loan repayments and the maturity or sale of other earning assets.
The Consolidated Statement of Cash Flows details the Corporation's cash flows from operating, investing, and financing activities. During 2006, operating and investing activities generated cash flows of $16.2 million, while financing activities used $15.9 million of this and increased the cash and due from banks balances by $300 thousand. Cash produced from operations continues to provide cash for the payment of dividends and common stock repurchases.
Liability liquidity represents our ability to renew or replace our short-term borrowings and deposits as they mature or are withdrawn. The Corporation's deposit mix includes a significant amount of core deposits. Core deposits are defined as total deposits less public funds and time deposits of $100,000 or more. These funds are relatively stable because they are generally accounts of individual customers who are concerned not only with rates paid, but with the value of the services they receive, such as efficient operations performed by helpful personnel. Total core deposits were 79.9% of total deposits on December 31, 2006, compared with 83.2% in 2005.
Asset liquidity is provided through ordinary business activity, such as cash which is received from interest and fee payments as well as from maturing loans and investments. Additional sources include marketable securities and short-term investments which can be easily be converted to cash without significant loss. The Corporation's investment securities maturing within one year or less were $10.4 million on December 31, 2006, which represented 8% of the investment debt securities portfolio. Also, the Corporation had $2.0 million of investment securities callable at the option of the issuer and that are unlikely to be called during 2007. These maturing and callable investment securities are sources for repayment of our short-term and long- term debt obligations.
We are not aware of any known trends, events, or uncertainties that will have or that are reasonably likely to have a material effect on the Corporation's liquidity or operations.
Contractual Obligations The chart below shows the Corporation's contractual obligations and commercial commitments, and its scheduled future cash payments under those commitments as of December 31, 2006.
The majority of the Corporation's outstanding contractual obligations were long-term debt. The remaining contractual obligations were comprised of
telephone operating leases and purchase obligations for data processing services. We have no capital lease obligations.
Off-Balance Sheet Arrangements We are a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of our customers. These financial instruments include commitments to extend credit in the form of loans or through letters of credit. The instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amounts recognized in the financial statements. Since many of the commitments to extend credit and standby letters of credit are expected to expire without being drawn upon, the contractual amounts do not necessarily represent future cash requirements.
Financial instruments whose contract amounts represent credit risk (Dollars in Thousands):
The Corporation does not have any special purpose entities or off-balance sheet financing arrangements.
Capital Resources and Dividends Our average equity to average assets ratio was 12.45% in 2006 and 13.19% in 2005. The Federal Reserve Board and the FDIC have issued rules regarding risk-based capital requirements for U.S. banks and bank holding companies. Overall, these guidelines define the components of capital, require higher levels of capital for higher risk assets and lower levels of capital for lower risk assets, and include certain off-balance sheet items in the calculation of capital requirements. The risk-based capital regulations require banks to maintain an 8% total risk-based ratio, of which 4% must consist primarily of tangible common shareholders' equity (Tier I capital) or its equivalent. Also, the regulations require a financial institution to maintain a 3% leverage ratio. At year-end 2006, we were well in excess of the minimum requirements under the guidelines with a total risk-based capital ratio of 19.23%, a Tier I risk-based capital ratio of 17.98%, and a leverage ratio of 8.88%.
The 2006 decrease in risk-based capital ratios was due to the repurchase of 575,000 shares through a tender offer.
The following table presents the risk-based capital and leverage ratios for year-end 2006 and 2005 in comparison to the minimum regulatory guidelines:
Forward-Looking Statements In addition to historical information, this 2006 Annual Report contains forward-looking statements within the meaning of the federal securities laws. The Corporation cautions that there are various factors that could cause actual results to differ materially from the anticipated results or other expectations expressed in the Corporation's forward-looking statements; accordingly, there can be no assurance that such indicated results will be realized.
These factors include asset quality; the adequacy of the allowance for loan losses; technology difficulties or failures; the Corporation's ability to execute its business strategy; the loss of key personnel; competition; changes in regulation and monetary policy; legislative and regulatory initiatives regarding deregulation and restructuring of the banking industry; acquisitions or dispositions of assets or internal restructuring, that may be pursued by the Corporation; changes in or application of environmental and other laws and regulations to which the Corporation is subject; political, legal and local economic conditions and developments; financial market conditions and the results of financing efforts; changes in commodity prices and interest rates; weather, natural disasters and other catastrophic events; and other factors discussed in the Corporation's other filings with the Securities and Exchange Commission.
Readers are cautioned not to place undue reliance on any forward-looking statements made by or on behalf of the Corporation. Any such statement speaks only as of the date the statement was made. The Corporation undertakes no obligation to update or revise any forward-looking statements. Additional information with respect to factors that may cause results to differ materially from those contemplated by such forward-looking statements is included in the Corporation's current and subsequent filings with the Securities and Exchange Commission.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Corporation's primary market risk is exposure to interest rate movements. We have no foreign currency exchange rate risk, commodity price risk, or any other material market risk. The Corporation has no trading investment portfolio, nor do we have any interest rate swaps or other derivative instruments.
Our primary source of earnings, net interest income, can fluctuate with significant interest rate movements. To lessen the impact of these movements, we seek to maximize net interest income while remaining within prudent ranges of risk by practicing sound interest rate sensitivity management. We attempt to accomplish this objective by structuring the balance sheet so that the differences in repricing opportunities between assets and liabilities are minimized. Interest rate sensitivity refers to the responsiveness of earning assets and interest-bearing liabilities to changes in market interest rates. The Corporation's interest rate risk
management is carried out by the Asset/Liability Management Committee which operates under policies and guidelines established by the Bank. The principal objective of asset/liability management is to manage the levels of interest-sensitive assets and liabilities to minimize net interest income fluctuations in times of fluctuating market interest rates. To effectively measure and manage interest rate risk, the Corporation uses computer simulations that determine the impact on net interest income of numerous interest rate scenarios, balance sheet trends and strategies. These simulations cover the following financial instruments: short-term financial instruments, investment securities, loans, deposits, and borrowings. These simulations incorporate assumptions about balance sheet dynamics, such as loan and deposit growth and pricing, changes in funding mix, and asset and liability repricing and maturity characteristics. Simulations are run under various interest rate scenarios to determine the impact on net income and capital. From these computer simulations, interest rate risk is quantified and appropriate strategies are developed and implemented. The Corporation also maintains an investment portfolio that staggers maturities and provides flexibility over time in managing exposure to changes in interest rates. Any imbalances in the repricing opportunities at any point in time constitute a financial institution's interest rate sensitivity.
The table below provides information about the Corporation's financial assets and liabilities that are sensitive to changes in interest rates. For each rate-sensitive asset and liability listed, the table presents principal balances and weighted average interest rates by expected maturity or the earliest possible repricing opportunity dates.
One of the indicators for our interest rate sensitivity position is the measurement of the difference between its rate-sensitive assets and rate- sensitive liabilities, which is referred to as the "gap." A gap analysis displays the earliest possible repricing opportunity for each asset and liability category based upon contractual maturities and repricing. At year-end 2006, our sensitivity ratio, or one-year cumulative rate- sensitive assets relative to cumulative rate-sensitive liabilities, was 72% compared with 88% for 2005. This change in the sensitivity ratio was a result of the Corporation's management of its exposure to interest rate risk. We were more liability-sensitive at the one year gap position compared with the previous year. These changes in assets and liabilities occurred in: (1) growth in money market account deposits, (2) increase in short-term portion of long-term debt, and (3) decrease in short-term investments. This liability sensitive position will increase the Corporation's exposure to rising interest rates.
All interest rates and yields do not adjust at the same pace; therefore, the sensitivity ratio is only a general indicator of the potential effects of interest rate changes on net interest income. We monitor our asset and liability mix in an effort to ensure that the effects of interest rate movements in either direction are not significant over time.
* All rates are tax-equivalent rates ** Repricing date is first call date *** Interest-bearing deposits with no maturity are distributed over the average estimated life of the accounts.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item is filed herewith.
TJS Thigpen, Jones, Seaton & Co., P.C.
CERTIFIED PUBLIC ACCOUNTANTS Frank W. Seaton, Jr., CPA BUSINESS CONSULTANTS Tracy G. Smith, CPA 1004 Hillcrest Parkway P.O. Box 400 Grayson Dent, CPA Dublin, Georgia 31040-0400 Robyn T. Tanner, CPA Tel 478-272-2030 Fax 478-272-3318 Rhonda M. Norris, CPA E-mail tjs@tjscpa.com Spencer L. Tydings, CPA Becky G. Hines, CPA Donna H. Lumley, CPA Lori Y. Norton, CPA Cristi H. Jones, CPA Matthew C. Jones, CPA Robert E. Thigpen, Jr., CPA
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Directors and Stockholders of Southwest Georgia Financial Corporation
We have audited the consolidated balance sheets of Southwest Georgia Financial Corporation and Subsidiaries as of December 31, 2006 and 2005, and the related consolidated statements of income, comprehensive income, changes in stockholders' equity and cash flows for each of the years in the three year period ended December 31, 2006. These consolidated financial statements are the responsibility of the Corporation's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Southwest Georgia Financial Corporation and Subsidiaries as of December 31, 2006 and 2005, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2006, in conformity with accounting principles generally accepted in the United States of America.
/s/Thigpen, Jones, Seaton & Co., PC Dublin, Georgia February 28, 2007
See accompanying notes to consolidated financial statements.
See accompanying notes to consolidated financial statements.
See accompanying notes to consolidated financial statements.
See accompanying notes to consolidated financial statements.
See accompanying notes to consolidated financial statements.
SOUTHWEST GEORGIA FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accounting and reporting policies of Southwest Georgia Financial Corporation and Subsidiaries (the "Corporation") conform to generally accepted accounting principles and to general practices within the banking industry. The following is a description of the more significant of those policies.
Principles of Consolidation The consolidated financial statements include the accounts of Southwest Georgia Financial Corporation and its wholly-owned direct and indirect Subsidiaries, Southwest Georgia Bank (the "Bank") and Empire Financial Services, Inc. ("Empire"). All significant intercompany accounts and transactions have been eliminated in the consolidation.
Nature of Operations The Corporation offers comprehensive financial services to consumer, business, and governmental customers through its banking offices in southwest Georgia. Its primary deposit products are savings and certificates of deposit, and its primary lending products are consumer and commercial mortgage loans. The Corporation provides, in addition to conventional banking services, investment planning and management, trust management, mortgage banking, and commercial and individual insurance products. Insurance products and advice are provided by the Bank's Southwest Georgia Insurance Services Division. Mortgage banking for primarily commercial properties is provided by Empire, a mortgage banking services subsidiary.
Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses and the valuation of real estate acquired in connection with foreclosures or in satisfaction of loans. In connection with these evaluations, management obtains independent appraisals for significant properties.
A substantial portion of the Corporation's loans are secured by real estate
located primarily in Georgia. Accordingly, the ultimate collection of these loans is susceptible to changes in the real estate market conditions of this market area.
Cash and Due from Banks Balances and Cash Flows For purposes of reporting cash flows, the Corporation considers cash and cash equivalents to include cash on hand, cash items in process of collection and deposit amounts due from banks. Cash flows from loans, federal funds sold, and interest bearing deposits with banks are reported separately and net. The Corporation maintains its cash balances in several financial institutions. Accounts at the financial institutions are secured by the Federal Deposit Insurance Corporation up to $100,000. Uninsured deposits aggregate to $5,537,000 at December 31, 2006.
Interest Bearing Deposits in Banks Interest bearing deposits in banks mature within one year and are carried at cost.
Securities Debt securities that management has the positive intent and ability to hold to maturity are classified as "held to maturity" and recorded at amortized cost. Securities not classified as held to maturity or trading, including equity securities with readily determinable fair values, are classified as "available for sale" and recorded at fair value with unrealized gains and losses reported in other comprehensive income.
Purchase premiums and discounts are recognized in interest income using the interest method over the terms of the securities. Declines in the fair value of held-to-maturity and available-for-sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses. In estimating other-than-temporary impairment losses, management considers (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of the Corporation to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method.
Long-Lived Assets Premises and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation has been calculated primarily using the straight- line method for buildings and building improvements over the assets estimated useful lives. Equipment and furniture are depreciated using the modified accelerated recovery system method over the assets estimated useful lives for financial reporting and income tax purposes for assets purchased on or before December 31, 2003. For assets acquired since 2003, the Corporation used the straight-line method of depreciation. The following estimated useful lives are used for financial statement purposes:
Land improvements 5 - 31 years Building and improvements 10 - 40 years Machinery and equipment 5 - 10 years Computer equipment 3 - 5 years Office furniture and fixtures 5 - 10 years
All of the Corporation's leases are operating leases and are not capitalized as assets for financial reporting purposes. Maintenance and repairs are charged to expense and betterments are capitalized.
Long-lived assets are evaluated regularly for other-than-temporary impairment. If circumstances suggest that their value may be impaired and the write-down would be material, an assessment of recoverability is performed prior to any write-down of the asset. Impairment on intangibles is evaluated at each balance sheet date or whenever events or changes in circumstances indicate that the carrying amount should be assessed. Impairment, if any, is recognized through a valuation allowance with a corresponding charge recorded in the income statement.
Loans and Allowances for Loan Losses Loans are stated at principal amounts outstanding less unearned income and the allowance for loan losses. Interest income is credited to income based on the principal amount outstanding at the respective rate of interest except for interest on certain installment loans made on a discount basis which is recognized in a manner that results in a level-yield on the principal outstanding.
Accrual of interest income is discontinued on loans when, in the opinion of management, collection of such interest income becomes doubtful. Accrual of interest on such loans is resumed when, in management's judgment, the collection of interest and principal becomes probable.
Fees on loans and costs incurred in origination of most loans are recognized at the time the loan is placed on the books. Because loan fees are not significant, the results on operations are not materially different from the results which would be obtained by accounting for loan fees and costs as amortized over the term of the loan as an adjustment of the yield.
A loan is considered impaired when, based on current information and events, it is probable that the Corporation will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower's prior payment record, and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan by loan basis for commercial and construction loans by either the present value of expected future cash flows discounted at the loan's effective interest rate, the loan's obtainable market price, or the fair value of the collateral if the loan is collateral dependent.
Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Corporation does not separately identify individual consumer and residential loans for impairment disclosures.
The allowance for loan losses is established through a provision for loan losses charged to expense. Loans are charged against the allowance for loan losses when management believes the collection of the principal is unlikely. The allowance is an amount which management believes will be adequate to absorb estimated losses on existing loans that may become uncollectible based on evaluation of the collectibility of loans and prior loss experience. This evaluation takes into consideration such factors as changes in the nature and volume of the loan portfolios, current economic conditions that may affect the borrowers' ability to pay, overall portfolio quality, and review of
specific problem loans.
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 upon changes in economic conditions. Also, various regulatory agencies, as an integral part of their examination process, periodically review the Corporation's allowance for loan losses. Such agencies may require the Corporation to recognize additions to the allowance based on their judgments of information available to them at the time of their examination.
Foreclosed Assets Properties acquired through, or in lieu of, loan foreclosure are held for sale and are initially recorded at the lower of cost or fair value at the date of foreclosure, establishing a new cost basis. Subsequent to foreclosure, valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value less cost to sell. Revenue and expenses from operations and changes in the valuation allowance are included in net expenses from foreclosed assets.
Credit Related Financial Instruments In the ordinary course of business, the Corporation has entered into commitments to extend credit, including commitments under credit card arrangements, commercial letters of credit, and standby letters of credit. Such financial instruments are recorded when they are funded.
Retirement Plans The Corporation and its subsidiaries have pension plans covering substantially all employees. The Corporation makes annual contributions to the plans in amounts not exceeding the regulatory requirements.
Income Taxes The Corporation and the Bank file a consolidated income tax return. The Bank's subsidiary provides for income taxes based on its contribution to income taxes (benefits) of the consolidated group.
Deferred income tax assets and liabilities result from temporary differences between the tax basis of assets and liabilities and their reportable amounts in the financial statements that will result in taxable or deductible amounts in future years. Recognition of deferred tax assets is based on management's belief that it is more likely than not that the tax benefit associated with certain temporary differences and tax credits will be realized.
Recent Accounting Pronouncements On December 31, 2006, the Corporation adopted Statement of Financial Accounting Standards No. 158, Employer's Accounting for Deferred Benefit Pension and Other Postretirement Plans. The adoption date requirement for this standard was for fiscal year ending after December 15, 2006. This standard requires an employer to recognize in its statement of financial position an asset for a pension retirement plan's overfunded status or a liability for an underfunded status. The Corporation's funded status of pension retirement plan is the difference between the fair value of the plan assets and the projected benefit obligation on December 31, 2006.
In December 2004, the FASB issued SFAS No. 123(R), "Share-Based Payment". SFAS No. 123(R) replaces SFAS No. 123, "Accounting for Stock-Based Compensation", and supersedes APB Opinion No. 25, "Accounting for Stock
Issued to Employees". This Statement requires compensation costs related to share-based payment transactions to be recognized in the financial statements over the period that an employee provides service in exchange for the award. Public companies are required to adopt the new standard using either a modified prospective method or may elect to restate prior periods using the modified retrospective method. Under the modified prospective method, companies are required to record compensation cost for new and modified awards over the related vesting period of such awards prospectively and record compensation cost prospectively for the unvested portion, at the date of adoption, of previously issued and outstanding awards over the remaining vesting period of such awards. No change to prior periods presented is permitted under the modified prospective method. SFAS No. 123(R) is effective for periods beginning after June 15, 2005. Effective July 1, 2005, the Corporation has adopted this new standard using the modified prospective method. All required details of stock option awards are disclosed in Note 9 of the consolidated financial statements.
Trust Department Trust income is included in the accompanying consolidated financial statements on the cash basis in accordance with established industry practices. Reporting of such fees on the accrual basis would have no material effect on reported income.
Servicing and Origination Fees on Loans The Corporation from the Bank's subsidiary, Empire, recognizes as income in the current period all loan origination and brokerage fees collected on loans originated and closed for investing participants. Loan servicing fees are based on a percentage of loan interest paid by the borrower and recognized over the term of the loan as loan payments are received. Empire does not directly fund any mortgages and acts as a service-oriented broker for
participating mortgage lenders. Fees charged for continuing servicing fees are comparable with market rates charged in the industry. Based on these facts and after a thorough analysis and evaluation of deferred mortgage servicing costs as defined under FASB 122 and amended by FASB 140, they are insignificant and immaterial to be recognized. Late charges assessed on past due payments are recognized as income by the Corporation when collected.
Advertising Costs It is the policy of the Corporation to expense advertising costs as they are incurred. The Corporation does not engage in any direct-response advertising and accordingly has no advertising costs reported as assets on its balance sheet. Costs that were expensed during 2006, 2005, and 2004 were $191,625, $176,341, and $214,547, respectively.
2. INVESTMENT SECURITIES Debt and equity securities have been classified in the consolidated balance sheets according to management's intent. The amortized cost of securities as shown in the consolidated balance sheets and their estimated fair values at December 31 were as follows:
At December 31, 2006 and 2005, securities with a carrying value of $37,312,000 and $25,699,000, respectively were pledged as collateral for public deposits and other purposes as required by law. Also, securities with a carrying value of $30,343,000 and $35,437,000 were pledged to secure Federal Home Loan Bank advances at December 31, 2006 and 2005, respectively. The Federal Home Loan Bank requires the Bank to hold a minimum investment of stock, based on the level of activity. As of December 31, 2006 this stock investment was $1,966,900.
There were no investments in obligations of any state or municipal subdivisions which exceeded 10 % of the Corporation's stockholders' equity at December 31, 2006.
The amortized cost and estimated fair value of securities at December 31, 2006, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without penalties.
For the years ended December 31, 2006, 2005, and 2004, proceeds from sales of securities available for sale amounted to $13,435,545, $0, and $5,157, respectively. Gross realized gains (losses) amounted to $(564,455), $0, and $2,914 respectively. The loss during 2006 was due to liquidating securities to fund a tender stock offer.
Information pertaining to securities with gross unrealized losses at December 31, 2006 and 2005, aggregated by investment category and length of time that individual securities have been in continuous loss position, follows:
Management evaluates securities for other-than-temporary impairment at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of the Corporation to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value.
At December 31, 2006, the debt securities with unrealized losses have depreciated 2.2% from the Corporation's amortized cost basis. These unrealized losses relate principally to current interest rates for similar types of securities. In analyzing an issuers financial condition, management considers whether the securities are issued by the federal government, its agencies, or other governments, whether downgrades by bond rating agencies
have occurred, and the results of reviews of the issuer's financial condition. As management has the ability to hold debt securities until maturity, or for the foreseeable future if classified as available-for-sale, no declines are deemed to be other-than-temporary.
3. LOANS AND ALLOWANCE FOR LOAN LOSSES The composition of the Corporation's loan portfolio at December 31, 2006, 2005, and 2004 was as follows:
The Corporation's only significant concentration of credit at December 31, 2006, occurs in real estate loans which totaled approximately $96 million. However, this amount is not concentrated in any specific segment within the market or geographic area.
At December 31, 2006 and 2005, impaired loans amounted to $77,045 and $173,995 respectively. Included in the allowance for loan losses is $17,767 related to impaired loans at December 31, 2006, and $26,099 related to impaired loans at December 31, 2005. The amounts in the allowance for loan losses for impaired loans were primarily determined using the fair value of the loans' collateral.
For the years ended December 31, 2006, 2005, and 2004, the average recorded investment in impaired loans was $125,520, $191,722, and $328,212 respectively. Interest income was recognized for cash payments received on loans while they were impaired of $8,891 for 2006, $14,361 for 2005, and $9,268 for 2004.
Loans placed on nonaccrual status amounted to $2,347,347 and $103,092 at December 31, 2006 and 2005 respectively. Past due loans over ninety days and still accruing at December 31, 2006 and 2005 were $9,670 and $4,910 respectively. One large $2,250,000 loan is attributed to the increase of nonaccrual loans for 2006 and no loss is anticipated because of a sales contract that is currently in process which will either pay off or assume this loan.
Changes in the allowance for loan losses are as follows:
4. BANK PREMISES AND EQUIPMENT The amounts reported as bank premises and equipment at December 31, 2006 and 2005 are as follows:
Depreciation of premises and equipment was $758,970; $749,278 and $699,991 in 2006, 2005, and 2004, respectively.
The Corporation depreciates its long-lived assets on various methods over their estimated productive lives, as more fully described in Note 1, summary of significant accounting policies. During 2004, the Corporation changed to straight line of depreciation for all furniture, fixtures, and equipment acquired during and subsequent to 2004. The Corporation believes the straight line method allows more consistent recovery over the estimated useful life of the asset. The Corporation plans to continue to depreciate furniture, fixtures, and equipment acquired prior to 2004 on the modified accelerated cost recovery system (MACRS). The effect of this change was to decrease pre-tax income and net income for 2006 by $500 (no change per share) and to increase pre-tax income and net income for 2005 by $66,000 ($.02 per share) and $44,000 ($.01 per share) and for 2004 by $39,000 ($.01 per share) and $26,000 (less than $.01 per share), respectively.
5. INTANGIBLE ASSETS The following table lists the Corporation's intangible assets at December 31, 2006 and 2005. Core deposit premiums have 7-8 years of remaining amortization, and customers' account base have 8-9 years remaining amortization while mortgage banking has approximately one year to amortize. The Corporation accelerated the amortization of the mortgage banking intangible asset by $429,000 due to numerous payoffs for serviced loans during 2006.
6. DEPOSITS At December 31, 2006, the scheduled maturities of certificates of deposit are as follows:
7. SHORT-TERM BORROWINGS Federal funds purchased generally mature within one to four days. On December 31, 2006, the Corporation had no federal funds purchased. Other short-term borrowed funds consist of Federal Home Loan Bank advances of $15,000,000 with interest at 3.43 % as of December 31, 2006 and $5,000,000 million with interest at 2.43 % as of December 31, 2005.
Information concerning federal funds purchased and Federal Home Loan Bank short-term advances are summarized as follows:
8. LONG-TERM DEBT Long-term debt at December 31, 2006 and 2005 consist of the following:
The advances from Federal Home Loan Bank are collateralized by the pledging of investment securities. At December 31, 2006 and 2005, securities with a carrying value of $30,343,000 and $35,437,000 respectively were pledged to secure these advances. There were no 1-4 family residential mortgages pledged to secure Federal Home Loan Bank advances. At December 31, 2006, the Corporation had approximately $16,000,000 of unused lines of credit with the Federal Home Loan Bank.
The following are maturities of long-term debt for the next five years. At December 31, 2006, there was no floating rate long-term debt; however, some of the advances have convertible call features.
9. EMPLOYEE BENEFITS PLAN Pension Plan The Corporation has a noncontributory defined benefit pension plan which covers most all employees who have attained the age of 21 years and completed one year of continuous service. The Corporation is providing for the cost of this plan as benefits are accrued based upon actuarial determinations employing the aggregate funding method.
The table of actuarially computed benefit obligations and net assets and the related changes of the Plan at December 31, 2006, 2005, and 2004 is presented below.
On December 31, 2006, the Corporation adopted Statement of Financial Accounting Standards No. 158, Employer's Accounting for Deferred Benefit Pension and Other Postretirement Plans. The adoption date requirement for this standard was for fiscal year ending after December 15, 2006. This standard requires an employer to recognize in its statement of financial position an asset for a pension retirement plan's overfunded status or a liability for an underfunded status. The Corporation's funded status of pension retirement plan is the difference between the fair value of the plan assets and the projected benefit obligation on December 31, 2006. During the fourth quarter of 2006, the Corporation froze its pension retirement plan due to deterioration of its funding status and the increasing costs to keep it funded. In December, the Corporation accrued $174,308 additional contributions to the Plan in order to make the required minimum contribution for 2006 of $1,184,214. According to SFAS No. 88, Employer's Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for
Termination Benefits, there is no gain to be recognized in 2006 due to freezing the plan. The table below show the effects of before and after the curtailment of the pension plan.
In 2006, the Corporation recorded the combined non-cash adjustments for changes before and after the curtailment to the equity through accumulated other comprehensive income of ($692,097) or ($456,784) on a pre-tax basis, accrued pension liability of ($981,792), and intangible assets of ($289,695). The initial year of adoption required the adjustments to only be made to accumulated comprehensive income in equity.
In years prior to 2006, SFAS No. 87, Employees Accounting for Pension, requires the recognition of a minimum pension liability for the defined benefit pension plans whose accumulated benefit obligations exceed the fair value of the plan assets at the end of the year. In 2005, the Corporation recorded a non-cash adjustment to the equity through accumulated other comprehensive income of $444,221 ($673,062 on a pretax basis), accrued pension liability of $540,211 and intangible assets of ($132,851). In 2004, the Corporation's financial statements were restated to reflect the minimum pension benefit liability of defined benefit pension plan. We recorded a non-cash adjustment to equity through other comprehensive income of $491,480 ($744,667 on a pretax basis), accrued pension benefit liability of $1,167,218, and intangible assets of $422,546.
At December 31, 2006, the plan assets included cash and cash equivalents, U.S. Treasury bonds and notes, other government agency securities, and equity securities. The pension plan for Sylvester Banking Company was merged with the Corporation's plan as of December 31, 2004. The Corporation made contributions of $117,673 in 2004 to the Sylvester's plan and $79,745 in benefits were paid to participants prior to the merger of the plans.
Assumptions used to determine the benefit obligation as of December 31, 2006, 2005, and 2004, respectively were:
For the years ended December 31, 2006, 2005, and 2004, the assumptions used to determine net periodic pension costs are as follows:
The expected rate of return represents the average rate of return to be earned on plan assets over the period the benefits included in the benefit obligation are to be paid. In determining the expected rate of return, the Corporation considers long-term compound annualized returns of historical market data as well as actual returns on the Corporation's plan assets, and applies adjustments that reflect more recent capital market experience.
The Corporation's pension plan investment objective is both security and long-term stability, with moderate growth. The investment strategies and policies employed provide for investments, other than "fixed-dollar" investments, to prevent erosion by inflation. Since the funds are intended for retirement, the investment time horizon is long-term by nature. Because of the long-term focus, short-term volatility is acceptable in an effort to provide for higher long-term returns. Sufficient funds are held in a liquid nature (money market, short-term securities) to allow for the payment of plan benefits and expenses, without subjecting the funds to loss upon liquidation. In an effort to provide a higher return with lower risk, the fund assets are allocated between stocks, fixed income securities, and cash equivalents. All plan investments and transactions are in compliance with ERISA and any other law applicable to employee benefit plans. The targeted investment portfolio is allocated up to 30% in equities, 50% to 90% in fixed-income investments, and up to 20% in cash equivalents investments.
All the Corporation's equity investments are in mutual funds with a Morningstar rating of 3 or higher, have at least $300 million in investments, and have been in existence 5 years or more. To reduce risk through efficient diversification and to provide for better liquidity, the stock portion of the portfolio is maintained with the use of mutual funds. No more than 10% of
the market value of the plan is invested in any one mutual fund. Mutual funds investing in international stocks is allowed, but is limited to no more than 5% of the market value of the plan.
Fixed income securities include issues of the U.S. Government and its agencies, corporate bonds, certificates of deposit, and preferred stocks. Any corporate bond or preferred stock purchased have a rating (by Standard & Poor's or Moody's) of "A" or better. Investments in securities of a single issuer (with the exception of the U.S. Government, U.S. Government Agencies, and federal insured bank deposits) do not exceed 5% of the market value of the plan. The average maturity of the fixed income portion of the portfolio does not exceed 10 years.
Estimated Contributions The employer expects to contribute $615,000 to this pension plan in 2007.
Estimated Future Benefit Payments The following benefit payments, which reflect expected future service and decrements as appropriate, are expected to be paid for fiscal years beginning:
Southwest Georgia Bank 401(K) Plan In place of the Corporation's frozen defined pension retirement plan, the Corporation is offering the employees a 401(K) Plan effective January 1, 2007. This 401(K) plan is a qualified defined contribution plan as provided for under Section 401(K) of the Internal Revenue Code. This plan is a "safe- harbor" plan meaning that the Corporation will match contributions dollar for dollar for the first four percent of salary participants deferred into the plan. The plan does allow for discretionary match in excess of the four percent and that the participants are allowed to defer the maximum amount of salary.
Employee Stock Ownership Plan The Corporation has a nondiscriminatory Employee Stock Ownership Plan and Trust (ESOP) administered by a trustee. The plan was established to purchase and hold Southwest Georgia Financial Corporation stock for all eligible employees. Contributions to the plan are made solely by the Corporation and are at the discretion of the Board of Directors. The contributions were $0 in 2006, $538,675 in 2005, and $474,278 in 2004. Contributions to eligible participants are based on percentage of annual compensation. As of December 31, 2006, the ESOP holds 327,478 shares of the Corporation's outstanding
shares of common stock. All 316,895 released shares are allocated to the participants. The 10,583 unreleased shares are pledged as collateral for a $200,000 long-term debt incurred from repurchasing participants shares. Dividends paid by the Corporation on ESOP shares are allocated to the participants based on shares held. ESOP shares are included in the Corporation's outstanding shares and earnings per share computation.
Directors Deferred Compensation Plan The Corporation has a voluntary deferred compensation plan for the Board of Directors administered by an insurance company. The plan stipulates that if a director participates in the Plan for four years, the Corporation will pay the Director future monthly income for ten years beginning at normal retirement age, and the Corporation will make specified monthly payments to the Director's beneficiaries in the event of his or her death prior to the completion of such payments. The plan is funded by life insurance policies with the Corporation as the named beneficiary. This plan is closed to new director enrollment and participation.
Deferred Compensation Agreement The Corporation has entered into an employment agreement with an executive officer of Empire as of January 1, 2002. Under this employee agreement the executive officer shall be credited with Deferred Compensation for his service and covenants in the amount of $200,000 on December 31, 2002 and $200,000 on each anniversary date thereafter to 2006. The executive officer has irrevocably elected to waive participation in the Pension and Employee Stock Ownership Plans.
Directors and Executive Officers Stock Purchase Plan The Corporation has adopted a stock purchase plan for the executive officers and directors of Southwest Georgia Financial Corporation. Under the plan, participants may elect to contribute up to $500 monthly of salary or directors' fees and receive corporate common stock with an aggregate value of 1.5 times their contribution. The expense incurred during 2006, 2005, and 2004 on the part of the Corporation totaled $62,100, $64,550, and 58,550, respectively.
Stock Option Plan Effective March 19, 1997, the Corporation established a Key Individual Stock Option Plan ("Plan") which provides for the issuance of options to key employees and directors of the Corporation. In April 1997, the Plan was approved by the Corporation's shareholders, and it will be effective for ten years. A maximum of 196,680 shares of common stock have been authorized for issuance with respect to options granted under the Plan. The Plan provides for the grant of incentive stock options and nonqualified stock options to key employees of the Corporation. The Plan is administered by the Personnel Committee of the Board of Directors.
In 2006, 4,500 incentive stock options (ISO) were granted to the Corporation's key employees and/or directors. In 2005, the Corporation granted 1,500 stock options and no stock options were granted in 2003. Under the Plan, the exercise price of each option equals the market price of the Corporation's stock on the grant date for a term of ten years. All of these stock options are fully vested. The fair value of each stock option grant is estimated on the grant date using an option-pricing model using weighted-average assumptions.
The following table sets forth the number of stock options granted, the average fair value of options granted, and the weighted-average assumptions used to determine the fair value of the stock options granted.
A summary of the status of the Corporation's Plan as of December 31, 2006, 2005 and 2004, and the changes in stock options during the years are presented below:
The following table summarizes information about fixed stock options outstanding and exercisable at December 31, 2006.
As of July 1, 2005, the Corporation adopted SFAS No. 123R which requires recording stock option awards as compensation cost based on the fair value of the stock options over the vesting period. In 2005, the year of adopting the new standard, the Corporation had no effect from the change on income before taxes, net income, cash flow from operations, and basic and diluted earnings per share. The Corporation granted 4,500 ISO's at a fully vested fair value of $17,570 during 2006 and granted 1,500 ISO's fully vested at a fair value of $6,165 to employees in December 2005. The fair value of these ISO's which are classified as equity are required to be recorded in the financial statements as compensation cost.
Had compensation cost for the Corporation's stock option plan been determined based on the fair value at the grant dates for awards under the plan consistent with the method prescribed by SFAS No. 123, the Corporation's net income and earnings per share would have been adjusted to the pro forma amounts indicated below:
The pro forma disclosures include the effects of all awards granted from January 1, 1995 through December 31, 2006.
Dividend Reinvestment and Share Purchase Plan In 1997, the Corporation's Board of Directors approved a dividend reinvestment and share purchase plan. Also, the Board amended this plan on September 16, 1998. The purpose of the plan is to provide shareholders of record of the Corporation's common stock, who elect to participate in the Plan, with a simple and convenient method of investing cash dividends and voluntary cash contributions in shares of the common stock without payment of any brokerage commissions or other charges. Eligible participants may purchase common stock through automatic reinvestment of common stock dividends on all or partial shares and make additional voluntary cash payments of not less than $5 nor more than $5,000 per month. The participant's price of common stock purchased with dividends or voluntary cash payments will be the average price of all shares purchased in the open market, or if issued from unissued shares or treasury stock the price will be the average of the high and low sales prices of the stock on the American Stock Exchange on the dividend payable date or other purchase date. During
the years ended December 31, 2006, 2005, and 2004, 11,782, 12,747, and 10,079; shares were issued through the plan at an average of $21.89, $22.84, and $24.05, per share, respectively. These numbers of shares and average price per share are not adjusted by stock dividends.
10. INCOME TAXES Components of income tax expense for 2005, 2004, and 2003 are as follows:
The reasons for the difference between the federal income taxes in the consolidated statements of income and the amount and percentage computed by the applying the combine statutory federal and state income tax rate to income taxes are as follows:
The sources of timing differences for tax reporting purposes and the related deferred taxes recognized in 2006, 2005, and 2004 are summarized as follows:
11. RELATED PARTY TRANSACTIONS The Employee Stock Ownership Plan and Trust of Southwest Georgia Financial Corporation presently holds 327,478 shares of the Corporation's stock of which 10,583 shares have been pledged. In the normal course of business, the Corporation's banking subsidiary has made loans at prevailing interest rates and terms to directors and executive officers of the Corporation and its subsidiaries, and to their affiliates. The aggregate indebtedness to the Bank of these related parties approximated $2,647,000 and $3,487,000 at December 31, 2006 and 2005, respectively. During 2006, approximately $3,044,000 of such loans were made, and repayments totaled approximately $3,884,000. None of these above mentioned loans were restructured, nor were any related party loans charged off during 2006 or 2005. Also, during 2006 and 2005, directors and executive officers had approximately $2,017,000 and $4,600,000, respectively, in deposits with the Bank.
12. COMMITMENTS, CONTINGENT LIABILITIES, AND FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK In the normal course of business, various claims and lawsuits may arise against the Corporation. Management, after reviewing with counsel all actions and proceedings, considers that the aggregate liability or loss, if any, resulting there from will not be material.
The Corporation is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers and to reduce its own risk exposure to fluctuations in interest rates. These financial instruments include commitments to extend credit in the form of loans or through letters of credit. The instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amounts recognized in the Consolidated Balance Sheets. The contract or notional amounts of the instruments reflect the extent of involvement the Corporation has in particular classes of financial instruments.
Commitments to extend credit are contractual obligations to lend to a customer as long as all established contractual conditions are satisfied. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee by a customer.
Standby letters of credit and financial guarantees are conditional
commitments issued by the Corporation to guarantee the performance of a customer to a third party. Standby letters of credit and financial guarantees are generally terminated through the performance of a specified condition or through the lapse of time.
The Corporation's exposure to credit loss in the event of nonperformance by the other party to commitments to extend credit and standby letters of credit is represented by the contractual or notional amounts of these instruments.
As these off-balance sheet financial instruments have essentially the same credit risk involved in extending loans, the Corporation generally uses the same credit and collateral policies in making these commitments and conditional obligations as it does for on-balance sheet instruments. Since many of the commitments to extend credit and standby letters of credit are expected to expire without being drawn upon, the contractual or notional amounts do not represent future cash requirements.
The contractual or notional amounts of financial instruments having credit risk in excess of that reported in the Consolidated Balance Sheets are as follows:
13. DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS The following information and tables present the carrying amounts and fair values of the Corporation's financial instruments at December 31, 2006 and 2005. Where quoted prices are not available, fair values are based on estimates using discounted cash flows and other valuation techniques. Those techniques can be significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Corporation.
Cash and Short-Term Investments For those short-term investments, the carrying amount is a reasonable estimate of fair value.
Investment Securities For U. S. Government and U. S. Government Agency securities, fair values are based on market prices or dealer quotes. For other investment securities, fair value equals quoted market price if available. If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities as the basis for a pricing matrix.
Loans For all homogenous categories of loans, the fair value is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities.
Deposits The fair value of demand deposits, savings accounts, and certain money market deposits is the amount payable on demand at December 31, 2006. The fair value of fixed-maturity certificates of deposit is estimated by discounting the future cash flows using the rates currently offered for deposits of similar remaining maturities.
Short-Term Borrowings and Securities Sold Under Repurchase Agreements For those short-term borrowings, the carrying amount is a reasonable estimate of fair value. The fair value of securities sold under repurchase agreements is estimated by discounting the future cash flow using the rates currently offered for securities sold under repurchase agreements of similar remaining maturities.
Long-Term Debt Rates currently available to the Corporation for debt with similar terms and remaining maturities are used to estimate fair value of existing debt.
Commitments to Extend Credit and Standby Letters of Credit The fair value of commitments is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements, and the present credit worthiness of the counter parties. For fixed rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates. The fair value of guarantees and letters of credit is based on fees currently charged for similar agreements or on the estimated cost to terminate them or otherwise settle the obligations with the counter parties.
Limitations Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. Those estimates do not reflect any premium or discount that could result from offering for sale at one time the Corporation's entire holdings of a particular instrument. Because no market exists for a significant portion of the financial instruments, fair value estimates are based on many judgments. These estimates are subjective in nature and involve matters of judgment and
therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.
The carrying amount and estimated fair values of the Corporation's financial instruments are as follows:
14. SUPPLEMENTAL FINANCIAL DATA Components of other operating expense in excess of one % of gross revenue for the respective periods are as follows:
15. STOCKHOLDER'S EQUITY / REGULATORY MATTERS Dividends paid by the Bank subsidiary are the primary source of funds available to the parent company for payment of dividends to its shareholders and other needs. Banking regulations limit the amount of dividends that may be paid without prior approval of the Bank's regulatory agency. At December 31, 2006, approximately $1,520,000 of the Bank's net assets were available for payment of dividends without prior approval from the regulatory authorities.
The Federal Reserve Board requires that banks maintain reserves based on their average deposits in the form of vault cash and average deposit balances at the Federal Reserve Banks. For the year ended December 31, 2006, the Bank's reserve requirements averaged approximately $4,875,000.
The Corporation (on a consolidated basis) and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Corporation's and Bank's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Corporation and the Bank must meet specific capital guidelines that involve quantitative measures of their assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Prompt corrective action provisions are not applicable to bank holding companies.
Quantitative measures established by regulation to ensure capital adequacy require the Corporation and the Bank to maintain minimum amounts and ratios (set forth in the following table) of total and Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier 1 capital (as defined) to average assets (as defined). Management believes, as of December 31, 2006 and 2005, that the Corporation and the Bank meets all capital adequacy requirements to which they are subject.
As of December 31, 2006, the most recent notification from the Federal Deposit Insurance Corporation categorized the Bank as well capitalized under
the regulatory framework for prompt corrective action. To be categorized as well capitalized, an institution must maintain minimum total risk-based, Tier 1 risk-based and Tier 1 leverage ratios as set forth in the following tables. There are no conditions or events since the notification that management believes have changed the Bank's category. The Corporation's and the Bank's actual capital amounts and ratios as of December 31, 2006 and 2005 are also presented in the table.
As a result of regulatory limitations at December 31, 2006, approximately $23,788,000 of the parent company's investment in net assets of the subsidiary bank of $25,308,000, as shown in the accompanying condensed balance sheets in Note 16, was restricted from transfer by the subsidiary bank to the parent company in the form of cash dividends.
On September 22, 2004, the Corporation declared a 20 % stock dividend payable to shareholders of record on October 7, 2004. Share and per share data for all periods presented have been retroactively restated to reflect the additional shares outstanding resulting from the stock dividend.
The Corporation's ratios under the above rules at December 31, 2006 and 2005 are set forth in the following table. The Corporation's leverage ratio at December 31, 2006 was 8.88 %. The capital ratios are reduced because we funded a tender stock offering through equity.
16. PARENT COMPANY FINANCIAL DATA Southwest Georgia Financial Corporation's condensed balance sheets as of December 31, 2006 and 2005, and its related condensed statements of operations and cash flows for the years ended are as follows:
17. BUSINESS CONSOLIDATION Effective February 27, 2004, the Corporation completed the acquisition of First Bank Holding Company and its sole subsidiary, Sylvester Banking Company ("SBC"). The approximate value of the transaction was $9.7 million. The Corporation exchanged $4.2 million in cash and 240,000 shares of its common stock valued at $5.5 million in connection with the acquisition This acquisition transaction was accounted for as a purchase and accordingly, the operating results of SBC have been included in the Corporation's consolidated financial statements since the date of acquisition.
The following table summarizes the fair values of the assets acquired and liabilities assumed of SBC.
The acquisition of SBC resulted in the recognition of $1,670,415 of intangible assets and all were allocated to core deposits. This allocation was based on the Corporation's valuation of the core deposits of SBC. Among the factors considered included: (1) the rate and maturity structure of the interest-bearing liabilities, (2) estimated retention rates of each deposit liability category, (3) the current interest rate environment, and (4) estimated noninterest income potential of the acquired relationship. The core deposit intangible created is being amortized on a straight line basis over ten years. There was no intangible allocated to goodwill.
The following table shows selected pro forma information as if the acquisition had occurred during the last three years. The pro forma information does not include any operating efficiencies that could be realized in a branch acquisition; therefore, this pro forma information does not necessarily reflect the results of operations as they would have been if the acquisition had occurred at the dates presented.
Pro forma information for years ended:
18. EARNINGS PER SHARE Earnings per share are based on the weighted average number of common shares outstanding during the year.
19. QUARTERLY DATA
20. SEGMENT REPORTING The Corporation operations are divided into five reportable business segments: The Retail and Commercial Banking Services, Commercial Mortgage Banking Services, Insurance Services, Trust and Retail Brokerage Services, and Financial Management Services. These operating segments have been identified primarily based on the Corporation's organizational structure.
The Retail and Commercial Banking Services segment serves consumer and commercial customers by offering a variety of loan and deposit products, and other traditional banking services.
The Commercial Mortgage Banking Services segment originates and services commercial mortgage loans on properties that are located throughout the southeastern United States. This segment does not directly fund any mortgages and acts primarily as a servicer and broker for participating mortgage lenders.
The Insurance Services segment offers clients a full spectrum of commercial and personal lines insurance products including life, health, and property and casualty insurance.
The Trust and Retail Brokerage Services segment provides personal trust administration, estate settlement, investment management, employee retirement benefit services, and the Individual Retirement Account (IRA) administration. Also, this segment offers full service retail brokerage which includes the sale of retail investment products including stocks, bonds, mutual funds, and annuities.
The Financial Management Services segment is responsible for the management of the investment securities portfolio. It also is responsible for managing financial risks, including liquidity and interest rate risk.
The accounting policies of the segments are the same as those described in the summary of significant accounting policies. The Corporation evaluates performance based on profit or loss from operations after income taxes not including nonrecurring gains or losses.
The Corporation's reportable segments are strategic business units that offer different products and services. They are managed separately because each segment appeals to different markets and, accordingly, requires different technology and marketing strategies.
The Corporation allocates capital and funds used or funds provided for each reportable business segment. Also, each segment is credited or charged for the cost of funds provided or used. These credits and charges are reflected as net intersegment interest income (expense) in the table below. The Corporation does allocate income taxes to the segments. Other revenue represents non-interest income, exclusive of the net gain (loss) on disposition of assets and expenses associated with administrative activities which are not allocated to the segments. Those expenses include audit, compliance, investor relations, marketing, personnel, and other executive or parent company expenditures.
The Corporation does not have operating segments other than those reported. Parent Company and the Administrative Offices financial information is included in the Other category, and is deemed to represent an overhead function rather than an operating segment. The Administrative Offices include audit, marketing, personnel, and the executive office.
The Corporation does not have a single external customer from which it derives 10 % or more of its revenues and operates in one geographical area.
This is managements' third year to have reportable business segments. Information about reportable business segments, and reconciliation of such information to the consolidated financial statements for the years ended December 31, 2006, 2005, and 2004, are as follows:
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE During the past three years, the Corporation did not change accountants nor have any disagreements with its accountants on any matters of accounting practices or principles or financial statement disclosure.
ITEM 9A.
ITEM 9A. CONTROLS AND PROCEDURES The Corporation's management, including the Chief Executive Officer and Chief Financial Officer, supervised and participated in an evaluation of the effectiveness of the Corporations's disclosure controls and procedures (as defined in federal securities rules) as of December 31, 2006. Based on, and as of the date of, that evaluation, the Corporation's Chief Executive Officer and Chief Financial Officer have concluded that the Corporation's disclosure controls and procedures were effective in accumulating and communicating information to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures of that information under the Securities and Exchange Commission's rules and forms and that the Corporation's disclosure controls and procedures are designed to ensure that the information required to be disclosed in reports that are filed or submitted by the Corporation under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.
No changes were made to the Corporation's internal control over financial reporting during the last fiscal quarter that materially affected or could reasonably likely to materially affect the Corporation's internal controls over financial reporting.
ITEM 9B.
ITEM 9B. OTHER INFORMATION None.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information contained under the heading "Information About Nominees For Director" and "Compliance with Section 16(a) of the Exchange Act" in the definitive Proxy Statement to be used in connection with the solicitation of proxies for the Corporation's annual meeting of shareholders to be held on May 22, 2007, to be filed with the Commission, is incorporated herein by reference.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION The information contained under the heading "Executive Compensation" in the definitive Proxy Statement to be used in connection with the solicitation of proxies for the Corporation's annual meeting of shareholders to be held on May 22, 2007, to be filed with the Commission, is incorporated herein by reference.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND STOCKHOLDER RELATED MATTERS The information contained under the heading "Voting Securities and Principal Holders" and "Equity Compensation Plan Information" in the definitive Proxy Statement to be used in connection with the solicitation of proxies for the Corporation's annual meeting of shareholders to be held on May 22, 2007, to be filed with the Commission, is incorporated herein by reference.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE The information contained under the heading "Certain Relationships and Related Transactions" in the definitive Proxy Statement to be used in connection with the solicitation of proxies for the Corporation's annual meeting of shareholders to be held on May 22, 2007, to be filed with the Commission, is incorporated herein by reference.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The information contained under the heading "Information Concerning the Company's Accountants" in the definitive Proxy Statement to be used in connection with the solicitation of proxies for the Corporation's annual meeting of shareholders to be held on May 22, 2007, to be filed with the Commission, is incorporated herein by reference.
PART IV
ITEM 15.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a)(1). Financial Statements
The following consolidated financial statements and supplementary information for the fiscal years ended December 31, 2006, 2005, and 2004 are included in Part II, Item 8 herein:
(i) Report of Independent Auditors
(ii) Consolidated Balance Sheets - December 31, 2006 and 2005
(iii) Consolidated Statements of Income - Years ended December 31, 2006, 2005, and 2004
(iv) Consolidated Statements of Shareholders' Equity - Years ended December 31, 2006, 2005, and 2004
(v) Consolidated Statements of Cash Flows - Years ended December 31, 2006, 2005, and 2004
(vi) Notes to Consolidated Financial Statements - December 31, 2006
(a)(2). Financial Statement Schedules
All applicable financial statement schedules required have been included in the Notes to the Consolidated Financial Statements.
(b)(3). Exhibits:
The exhibits filed as part of this registration statement are as follows:
Exhibit Number Description Of Exhibit
3.1 Articles of Incorporation of Southwest Georgia Financial Corporation, as amended and restated (included as Exhibit 3.1 to the Corporation's Form 10-KSB dated December 31, 1996, previously filed with the commission and incorporated herein by reference).
3.2 Bylaws of the Corporation as amended (included as Exhibit 3.2 to the Corporation's Form 10-KSB dated December 31, 1995, previously filed with the Commission and incorporated herein by reference).
10.1 Pension Retirement Plan of the Corporation, as amended effective as of November 15, 2006.
10.2 Form of Directors' Deferred Compensation Plan of the Corporation (included as Exhibit 10.3 to the Corporation's Form S-18 dated January 23, 1990, previously filed with the Commission and incorporated herein by reference).*
10.3 Directors' and Executive Officers' Stock Purchase Plan of the Corporation dated March 18, 1992 (included as Exhibit 10.7 to the Corporation's Form 10-KSB dated December 31, 1992, previously filed with the Commission and incorporated herein by reference).*
10.4 Advances, specific collateral pledged, and security agreement between the Federal Home Loan Bank of Atlanta and the Bank dated January 27, 1992, and confirmation of credit services transaction for new money advances in the amount of $4,000,000 dated February 10, 1992, $2,500,000 dated September 4, 1992, and $1,500,000 dated September 8, 1992 (included as Exhibit 10.10 to the Corporation's Form 10-KSB dated December 31, 1992, previously filed with the Commission and incorporated herein by reference).
10.5 Supplemental Retirement Plan of the Corporation dated December 21, 1994 (included as Exhibit 10.11 to the Corporation's Form 10-KSB dated December 31, 1994, previously filed with the Commission and incorporated herein by reference).*
10.6 Trust under the Corporation's Supplemental Retirement Plan, as amended (included as Exhibit 10.6b to the Corporation's Form 10-K dated December 31, 1997, previously filed with the Commission and incorporated herein by reference).*
10.7 Employee Stock Ownership Plan and Trust of the Corporation as amended and restated (included as Exhibit 10.7 to the Corporation's Form 10-K dated December 31, 2005, previously filed with the Commission and incorporated herein by reference).*
10.8 Dividend Reinvestment and Share Purchases Plan of the Corporation as amended and restated by Amendment No. 1 (included as Exhibit 99 to the Corporation's Form S-3DPOS dated September 30, 1998, previously filed with the Commission and incorporated herein by reference).
10.9 Key Individual Stock Option Plan of the Corporation dated March 19, 1997 (included as Exhibit 10.9 to the Corporation's Form 10-K dated December 31, 1997, previously filed with the Commission and incorporated herein by reference).*
10.10 Employment Agreement of J. David Dyer, Jr. (included as Exhibit 10.10 to the Corporation's Form 10-K dated December 31, 2002, previously filed with the Commission and incorporated herein by reference).*
10.11 Employment Agreement of DeWitt Drew (included as Exhibit 10.11 to the Corporation's Form S-4 dated January 6, 2004, previously filed with the Commission and incorporated herein by reference).*
10.15 Consulting Agreement of John H. Clark (included as Exhibit 10.15 to the Corporation's Form S-4 dated January 6, 2004, previously filed with the Commission and incorporated herein by reference).*
10.16 Form of Employment Agreement by and between the Corporation and Bank and John J. Cole, Jr. and George R. Kirkland (included as Exhibit 10.16 to the Corporation's Form 10-K dated December 31, 2005, previously filed with the Commission and incorporated herein by reference).*
10.17 Southwest Georgia Bank 401(K) Plan as adopted by the Board of Directors on November 15, 2006.
14 Code of Ethical Conduct dated January 28, 2004 (included as Exhibit 14 to the Corporation's Form 10-K dated December 31, 2003, previously filed with the Commission and incorporated herein by reference).
21 Subsidiaries of the Corporation (included as Exhibit 21 to the Corporation's Form 10-K dated December 31, 2002, previously filed with the Commission, incorporated herein by reference).
23.1 Consent of Thigpen, Jones, Seaton & Co., P.C.
31.1 Section 302 Certification of Periodic Financial Report by Chief Executive Officer.
31.2 Section 302 Certification of Periodic Financial Report by Chief Financial Officer.
32.1 Section 906 Certification of Periodic Financial Report by Chief Executive Officer.
32.2 Section 906 Certification of Periodic Financial Report by Chief Financial Officer.
* Management contract or compensatory plan or arrangement required to be filed as an exhibit to this form.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Corporation has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Southwest Georgia Financial Corporation (Corporation)
Date: March 28, 2007 By: /s/ DeWitt Drew DEWITT DREW President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Corporation and in the capacities and on the dates indicated.
/s/ DeWitt Drew Date: March 28, 2007 DEWITT DREW President and Chief Executive Officer [Principal Executive Officer]
/s/ George R. Kirkland Date: March 28, 2007 GEORGE R. KIRKLAND Senior Vice-President and Treasurer [Principal Financial and Accounting Officer]
/s/ Michael J. McLean Date: March 28, 2007 MICHAEL J. MCLEAN Chairman
/s/ Richard L. Moss Date: March 28, 2007 RICHARD L. MOSS Vice Chairman
/s/ Cecil H. Barber Date: March 28, 2007 CECIL H. BARBER Director
/s/ John H. Clark Date: March 28, 2007 JOHN H. CLARK Director
/s/ John J. Cole, Jr. Date: March 28, 2007 JOHN J. COLE, JR. Director
SIGNATURES, continued
/s/ Roy Reeves Date: March 28, 2007 ROY REEVES Director
/s/ Johnny R. Slocumb Date: March 28, 2007 JOHNNY R. SLOCUMB Director
/s/ M. Lane Wear Date: March 28, 2007 M. LANE WEAR Director
/s/ Marcus R. Wells Date: March 28, 2007 MARCUS R. WELLS Director
/s/ C. Broughton Williams Date: March 28, 2007 C. BROUGHTON WILLIAMS Director
Exhibit Index
Exhibit Number Description Of Exhibit
10.1 Pension Retirement Plan of the Registrant, as amended effective as of November 15, 2006.
10.17 Southwest Georgia Bank 401(K) Plan as adopted by the Board of Directors on November 15, 2006.
23.1 Consent of Thigpen, Jones, Seaton & Co., P.C.
31.1 Section 302 Certification of Periodic Financial Report by Chief Executive Officer.
31.2 Section 302 Certification of Periodic Financial Report by Chief Financial Officer.
32.1 Section 906 Certification of Periodic Financial Report by Chief Executive Officer.
32.2 Section 906 Certification of Periodic Financial Report by Chief Financial Officer.