SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 11-K

 

ANNUAL REPORT

PURSUANT TO SECTION 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

 

[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

 

For the fiscal year ended December 31, 2017

 

OR

 

[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

 

For the transition period from _______________ to _______________

 

Commission File Number 001-12053

 

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

 

Southwest Georgia Financial Corporation Employee Stock Ownership Plan and Trust

 

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

 

Southwest Georgia Financial Corporation

201 First Street, S.E.

Moultrie, Georgia 31768

 

  

 

SOUTHWEST GEORGIA FINANCIAL CORPORATION

EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST

 

FINANCIAL STATEMENTS

 

December 31, 2017 and 2016

 

 

TABLE OF CONTENTS

 

 

 

		Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			1
FINANCIAL STATEMENTS
Statements of Net Assets Available for Benefits			2
Statement of Changes in Net Assets Available for Benefits			4
Notes to Financial Statements			5
SUPPLEMENTARY SCHEDULES
Schedule I: Schedule H, Line 4i – Schedule of Assets (Held at End of Year)			14
Schedule II: Schedule H, Line 4j – Schedule of Reportable Transactions			15
EXHIBIT INDEX			16

 

 

 

 

 

 

 

SOUTHWEST GEORGIA FINANCIAL CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2017 and 2016
		2017
		Allocated				Unallocated				Total
ASSETS
Investments
Money market fund		$	100,519			$	—			$	100,519
Pooled separate accounts			116,597				—				116,597
Investment contract with insurance company,
at contract value			343,195				—				343,195
Southwest Georgia Financial Corporation
common stock, at fair value			5,990,832				158,568				6,149,400
Total investments			6,551,143				158,568				6,709,711
Accrued interest and commission receivable			80				—				80
TOTAL ASSETS			6,551,223				158,568				6,709,791
LIABILITIES
Interest payable			—				376				376
Loan payable (Note 6)			—				105,000				105,000
TOTAL LIABILITIES			—				105,376				105,376
NET ASSETS AVAILABLE FOR BENEFITS		$	6,551,223			$	53,192			$	6,604,415

 

See Notes to Financial Statements

 

SOUTHWEST GEORGIA FINANCIAL CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2017 and 2016
		2016
		Allocated				Unallocated				Total
ASSETS
Investments
Money market fund		$	78,468			$	—			$	78,468
Pooled separate accounts			112,919				—				112,919
Investment contract with insurance company,
at contract value			392,449				—				392,449
Southwest Georgia Financial Corporation
common stock, at fair value			4,997,320				242,139				5,239,459
Total investments			5,581,156				242,139				5,823,295
Accrued interest and commission receivable			1				—				1
TOTAL ASSETS			5,581,157				242,139				5,823,296
LIABILITIES
Loan payable (Note 6)			—				185,000				185,000
TOTAL LIABILITIES			—				185,000				185,000
NET ASSETS AVAILABLE FOR BENEFITS		$	5,581,157			$	57,139			$	5,638,296

 

See Notes to Financial Statements

 

SOUTHWEST GEORGIA FINANCIAL CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year Ended December 31, 2017
		Allocated				Unallocated				Total
ADDITIONS
Investment income:
Net appreciation in fair value of investments		$	1,031,541			$	26,494			$	1,058,035
Dividend income			—				113,409				113,409
Employer contributions			81,724				343,276				425,000
Allocation of 22,361 shares of common stock of
Southwest Georgia Financial Corporation, at fair value			431,512				—				431,512
Total additions			1,544,777				483,179				2,027,956
DEDUCTIONS
Benefits paid to participants			574,711				—				574,711
Interest expense plus principal payment			—				17,051				17,051
Administrative expenses							38,563				38,563
Allocation of 22,361 shares of common stock of
Southwest Georgia Financial Corporation, at fair value			—				431,512				431,512
Total deductions			574,711				487,126				1,061,837
NET INCREASE			970,066				(3,947	)			966,119
NET ASSETS AVAILABLE FOR BENEFITS
Beginning of year			5,581,157				57,139				5,638,296
End of year		$	6,551,223			$	53,192			$	6,604,415

 

 See Notes to Financial Statements

NOTE 1. DESCRIPTION OF THE PLAN

 

The following description of the Southwest Georgia Financial Corporation Employee Stock Ownership Plan and Trust (the “Plan”) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.

 

General

The Plan is a stock bonus plan covering substantially all employees of Southwest Georgia Financial Corporation, Southwest Georgia Bank and Empire Financial Services, Inc. collectively (“the Company” or “SGB”) who work at least 1,000 hours per plan year, are employed on December 31 or were terminated due to disability or retirement during the year. The plan was established with an effective date of July 8, 1981 and was last restated January 1, 2014.

 

The Plan operates as a leveraged employee stock ownership plan ("ESOP"), and is designed to comply with Section 4975(e)(7) and the regulations hereunder of the Internal Revenue Code of 1986, as amended ("Code") and is subject to the applicable provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA").

 

The Plan purchased Company common shares using the proceeds of the loan from the Company (Note 6), and holds the stock in a trust established under the Plan. The borrowing is to be repaid over a period of fifteen years by fully deductible Company contributions to the trust fund. As the Plan makes each payment of principal, an appropriate percentage of stock will be allocated to eligible employees' accounts in accordance with applicable regulations under the Code.

 

The lender has no rights against shares once they are allocated under the ESOP. Accordingly, the financial statements of the Plan as of December 31, 2017 and 2016 and for the year ended December 31, 2017, present separately the assets and liabilities and changes therein pertaining to: a) the accounts of employees with vested rights in allocated stock ("Allocated"), and b) stock not yet allocated to employees ("Unallocated").

 

Eligibility

Employees are eligible to become participants in the Plan after completing 2 years of service.

 

Vesting

A participant is always 100% vested in contributions made on their behalf. Each fully vested participant has a nonforfeitable right to any stock, including fractional shares, allocated to their account.

 

Contributions

The Company may make discretionary contributions to the Plan in amounts determined by the Company’s Board. Contributions are paid to the Plan in cash and are used to purchase SGB common stock. The Company is obligated to make contributions in cash to the Plan, which when aggregated with the Plan’s dividends and interest earnings, if applicable, enable the Plan to make its regularly scheduled payments of principal and interest due on its term loan.

 

These amounts paid to the Plan by the Company are utilized as a federal income tax deduction in the Company’s federal income tax return. Participants are not permitted to make contributions to the Plan.

 

Administration of Plan Assets

The Plan's assets are held by the Trustee of the Plan. If Company contributions are made, they are held and managed by the Trustee, who also makes distributions to participants.

 

Certain administrative functions are performed by officers or employees of the Company. No such officer or employee receives compensation from the Plan. Administrative expenses of the Plan may be paid directly by the Company or may be paid directly from Plan assets.

 

 

NOTE 1. DESCRIPTION OF THE PLAN (continued)

 

Participant Accounts

Individual accounts are maintained for each participant of the Plan and are adjusted annually for any allocations of stock purchased with company contributions and investment income. If the Company makes contributions, they are allocated to each participant’s account based upon the relation of the participant’s compensation to total eligible compensation for the Plan year. Plan earnings are allocated to each participant’s account based on the ratio of the participant’s beginning of the year account balance to all participants’ beginning of the year account balances.

 

Payment of Benefits

Upon termination of service, a participant is eligible to receive an amount equal to the value of the participant’s vested interest in his or her account. Benefits will be paid as soon as administratively possible depending on each individual’s circumstance of termination or retirement and value of the individual’s ESOP. A summary plan description with distribution details are available to all employees.

 

Voting Rights

Each participant has a right to direct the trustee to exercise voting rights attributable to the shares allocated to his or her account with respect to all corporate matters requiring a vote of stockholders. The Trustee shall vote the shares of Company stock which are not allocated to any participant's Company stock account and the shares of allocated Company stock with respect to which no directions are received from the participants to whose accounts the shares are allocated, as directed by the ESOP Committee of the Board of Directors of the Company.

 

Diversification

Participants who are at least age 55 with at least 10 years of participation in the Plan may elect to diversify a portion of their account. Diversification is offered to each eligible participant over a six-year period, subject to certain percentage limitations.

 

Termination of the Plan

While the Company has not expressed any intent to terminate the Plan, it may do so at any time provided, however, that no such action shall result in the transfer of assets of the Plan for purposes other than the exclusive benefit of participants or their beneficiaries. Also, no such action shall be taken to cause or permit any assets of the Plan to revert to or become the property of the Company prior to the satisfaction of all liabilities of the Plan.

 

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Accounting

The financial statements of the Plan are prepared using the accrual basis of accounting.

 

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

 

Investment Valuation and Income Recognition

Investments are reported at fair value and contract value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Contract value is the relevant measurement attribute for that portion of the net assets available for benefits attributable to the guaranteed interest account. The Plan Trustees determine the Plan’s valuation policies utilizing information provided by the investment advisor, custodian and insurance company. See Note 5 for discussion of fair value measurements.

 

 NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Net appreciation (depreciation) includes the Plan’s gains and losses on investments bought and sold as well as held during the year.

 

Payment of Benefits

Benefits are recorded when paid.

 

Administrative Expenses

Certain administrative expenses such as interest on the loan payable are paid by the Plan and reduce net assets available for benefits; the Plan also began paying other administrative expenses in 2016.

 

Put Options

If the Company stock ceases to be readily tradable on an established market, then the Company shall provide put options to the participants. The put option is a right to demand that the Company buy any shares of its stock distributed to participants for which there is no market. The put price is equal to the fair market value of the stock as of the most recent valuation date. The Company may pay for the purchase with interest over a period of five years.

 

Subsequent Events

Subsequent events have been evaluated for potential recognition and/or disclosure through June 25, 2018. This represents the date the financial statements were available to be issued.

 

 

 NOTE 3. INVESTMENTS

 

Investment information as of December 31, 2017 and 2016 is as follows:

 

 

			2017				2016
Money market fund		$	100,519			$	78,468
Pooled separate accounts:
Voya Target Solution 2025			75,354				—
Voya Target Solution 2035			13,367				—
Voya Target Solution 2045			27,876				—
Voya Solution 2025 Portfolio Adv			—				78,641
Voya Solution 2035 Portfolio Adv			—				11,213
Voya Solution 2045 Portfolio Adv			—				23,065
Voya Solution Income Prt Adv			—				—
Insurance Contract:
Investment contract with insurance company, at contract value*			343,195				392,449
Common Stock:
Southwest Georgia Financial
Corporation common stock*			6,149,400				5,239,459
Total Investments		$	6,709,711			$	5,823,295
* - Investment exceeds five percent of the net assets available for benefits at December 31, 2017 and 2016, respectively.

 

During the year ended December 31, 2017, the Plan’s investments in participant-directed funds (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $1,058,035.

  

NOTE 4. INVESTMENT CONTRACT WITH INSURANCE COMPANY

 

The Plan entered into a fully benefit responsive guaranteed investment contract with VOYA. VOYA maintains the contributions in a general account. The account is credited with earnings on the underlying investments and charged for participant withdrawals and administrative expenses. The guaranteed interest account issuer is contractually obligated to repay the principal and a specified interest rate that is guaranteed to the Plan. Because the guaranteed investment contract is fully benefit responsive, contract value is the relevant measurement attribute for that portion of the net assets available for benefits attributable to the guaranteed interest account. The guaranteed interest account is presented on the face of the statement of net assets available for benefits at contract value. Contract value, as reported to the Plan by VOYA, represents contributions, plus credited interest, less participant withdrawals and fees. Under the terms of the contract, participants may direct permitted withdrawal or transfer of all or a portion of their balance in the investment option at contract value.

  

NOTE 4. INVESTMENT CONTRACT WITH INSURANCE COMPANY (continued)

 

There are no reserves against contract value for credit risk of the contract issuer or otherwise. The fair value of the investment contract at December 31, 2017 and 2016 was $343,195 and $410,321, respectively. The crediting interest rate is based on a formula agreed upon with the issuer. Such interest rates are reviewed on an annual basis for resetting. Certain events limit the ability of the Plan to transact at contract value with the issuer. Such events include but may not be limited to the following: (1) temporary absence; (2) change in position or other occurrence qualifying as a temporary break in service under the Plan; (3) transfer or other change of position resulting in employment by an entity controlling, controlled by, or under other common control with the employer; (4) cessation of an employment relationship resulting from a reorganization, merger, layoff or the sale or discontinuance of all or any part of the Plan sponsor’s business; (5) removal from the plan of one or more groups or classifications of participants; (6) partial or complete plan termination; or (7) plan disqualification. The plan administrator does not believe that any events which would limit the Plan’s ability to transact at contract value with the participants are probable of occurring.

 

The following represents the disaggregation of contract value types of investment contracts held by the Plan:

 

			2017				2016
Total investment contract		$	343,195			$	392,449

 

The traditional investment contract held by the Plan is a guaranteed investment contract. The contract issuer is contractually obligated to repay the principal and interest at a specified interest rate that is guaranteed to the Plan.

The crediting rate is based on a formula established by the contract issuer but may not be less than 1 percent. The contract cannot be terminated before the scheduled maturity date.

 

NOTE 5. FAIR VALUE MEASUREMENTS

 

The Financial Accounting Standards Board (“FASB”) established a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy under FASB are described as follows:

 

Level 1 Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.

Level 2 Inputs to the valuation methodology include:

·         Quoted prices for similar assets or liabilities in active markets;

·         Quoted prices for identical or similar assets or liabilities in inactive markets;

·         Inputs other than quoted prices that are observable for the asset or liability;

·

Inputs that are derived principally from or corroborated by observable market data by correlation or other means.

If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability.

Level 3 Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

 

The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

 

 NOTE 5. FAIR VALUE MEASUREMENTS (continued)

 

Following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2017 and 2016.

 

Money market fund: Valued at the net asset value (NAV) of shares held by the Plan at year end.

 

Pooled separate accounts: Valued at the unit value calculated based on the observable NAV of the underlying assets.…

 

Southwest Georgia Financial Corporation common stock: Valued at the quoted market price from an active market.…

 

The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

 

The following table sets forth by level, within the fair value hierarchy, the Plan’s investments at fair value as of:

 

		Fair Value Measurements as of December 31, 2017
		Level 1				Level 2				Level 3				NAV				Total
Money market fund		$	100,519			$	—			$	—			$	—			$	100,519
Pooled separate accounts			—				—				—				116,597				116,597
Southwest Georgia Financial Corporation common stock			6,149,400				—				—				—				6,149,400
Total investments		$	6,249,919			$	—			$	—			$	116,597			$	6,366,516

  

		Fair Value Measurements as of December 31, 2016
		Level 1				Level 2				Level 3				NAV				Total
Money market fund		$	78,468			$	—			$	—			$	—			$	78,468
Pooled separate accounts			—				—				—				112,919				112,919
Southwest Georgia Financial Corporation common stock			5,239,459				—				—				—				5,239,459
Total investments		$	5,317,927			$	—			$	—			$	112,919			$	5,430,846

 

NOTE 5. FAIR VALUE MEASUREMENTS (continued)

  

Changes in Fair Value Levels

The availability of observable market data is monitored to assess the appropriate classification of financial instruments within the fair value hierarchy. Changes in economic conditions or model based valuation techniques may require the transfer of financial instruments from one fair value level to another. In such instances, the transfer is reported at the beginning of the reporting period. For the year ended December 31, 2017, there were no transfers in or out of levels 1, 2, or 3.

 

NOTE 6. LOAN PAYABLE

 

In 2016, the plan entered into an $185,000 term loan agreement with the Company. The proceeds of the loan were used to purchase the Company's common stock. Unallocated shares are collateral for the loan. The agreement provides for the loan to be repaid over 15 years. The loan bears interest at the prime rate as determined monthly. The Plan made an additional principal payment in 2017. The remaining scheduled principal payments of the loan as of December 31, 2017 are as follows:

  

Year				Amount
	2018			$	24,200
	2019				24,200
	2020				24,200
	2021				24,200
	2022				8,200
				$	105,000

 

For 2017, the loan interest rate was 3.75% from January 1 to March 15 at which time the prime rate changed to 4.00%. In June, the prime rate increased to 4.25% and increased again on December 15 to 4.50%. At December 31, 2017 and 2016, the loan payable was $105,000 and $185,000, respectively and the terms of the loan were the same for both periods.

 

NOTE 7. RELATED PARTY TRANSACTIONS

 

Parties-in-interest are defined under Department of Labor regulations as any fiduciary of the Plan, any party rendering service to the Plan, the employer, and certain others. The Plan invests in shares of company stock and, therefore, these investments qualify as party-in-interest investments. Total dividends received for 2017 from the Southwest Georgia Financial Corporation common stock were $113,409. The Company is the lender for the loan; therefore, the loan is a party-in-interest transaction. Professional fees for the audit of the Plan and fees for the administration of the Plan were paid on behalf of the Plan by the Company for 2015 and prior years. The Plan paid professional and administrative fees in the amount of $38,563 and $29,849 for the years ended December 31, 2017 and 2016, respectively.

 

NOTE 8. TAX STATUS

 

The Plan received its latest determination letter from the IRS on April 21, 2015, which stated that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (“IRC”). The Plan has not been amended since receiving the determination letter. The Plan Administrator and the Plan’s tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC.

 

Authoritative guidance requires the Plan Administrator to annually evaluate the Plan’s tax positions, including accounting and measurement of uncertain tax positions.  For the years ending December 31, 2017 and 2016, the Plan

 

 

NOTE 8. TAX STATUS (continued)

 

Administrator concluded that no uncertain tax positions had been taken that would require adjustment to or disclosure in the financial statements. With few exceptions, the Plan is no longer subject to income tax examinations by federal, state, or local tax authorities for years before 2014.

 

NOTE 9. RISKS AND UNCERTAINTIES

 

The Plan invests in various investment securities. Investment securities, in general, are exposed to various risks, such as interest rate, credit, liquidity and overall market volatility risks. Due to the level of risk associated with certain investment securities and the level of uncertainty related to the changes in the value of investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.

 

 

SUPPLEMENTARY SCHEDULES

 

SCHEDULE I

SOUTHWEST GEORGIA FINANCIAL CORPORATION

EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST

SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)

December 31, 2017

(b) Identity of

(c) Description of

(e) Current

(a)

issue

investment

(d) Cost

value

Money Market Fund

*

Southwest Georgia Bank Trust

Money Market Fund

$

100,519

$

100,519

Common Stock Fund

*

Southwest Georgia Financial Corporation

Common Stock; 256,225 shares

$

3,614,655

$

6,149,400

Pooled Separate Accounts

*

VOYA

VOYA Target Solution 2025

N/A

75,354

*

VOYA

VOYA Target Solution 2035

N/A

13,367

*

VOYA

VOYA Target Solution 2045

N/A

27,876

Total pooled separate accounts

$

116,597

Investment contract with Insurance Company

*

VOYA

Investment contract with insurance

company, at contract value

N/A

$

343,195

 

  

* - Represents a party-in-interest.

 

 

SCHEDULE II

SOUTHWEST GEORGIA FINANCIAL CORPORATION

EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST

SCHEDULE H, LINE 4j - SCHEDULE OF REPORTABLE TRANSACTIONS

December 31, 2017

Series of transaction of same issue exceeding 5% of net assets

(h) Current

(b) Description of asset

(f) Expense

value of

(include  interest rate

incurred

asset on

(i) Net

(a) Identity of

and maturity in case

(c) Purchase

(d) Selling

(e) Lease

with

(g) Cost

transaction

gain or

party involved

of a loan)

price

price

rental

transaction

of asset

date

(loss)

Southwest Georgia

*

Financial Corporation

Common Stock  Fund

$351,512

$

—

$

—

$

—

$

—

$351,512

$ -

 

 

*-Represents a party-in-interest.

 

SOUTHWEST GEORGIA FINANCIAL CORPORATION

EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST

EXHIBIT INDEX

 

	Exhibit No.			Document
	23.1			TJS Deemer Dana, LLP

 

SIGNATURES

 

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

 

		SOUTHWEST GEORGIA FINANCIAL CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST
		/s/ Steven C. Johnson
	BY:	STEVEN C. JOHNSON, PLAN ADMINISTRATOR
		VICE PRESIDENT

 

Date: June 25, 2018