<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934 for the quarterly period ended June 30, 2000
[ ] Transition report under Section 13 or 15(d) of the Exchange Act for the
transition period from _____ to _____
Commission file number: 000-24137
GATEWAY BANCSHARES, INC.
(Exact name of small business issuer as specified in its charter)
Georgia 58-2202210
(State of Incorporation) (I.R.S. Employer Identification No.)
5102 Alabama Highway
Ringgold, Georgia 30736
(Address of principal executive offices)
(706) 965-5500
(Issuer's telephone number, including area code)
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes [X] No [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
<TABLE>
<CAPTION>
Class
-----
<S> <C>
Common Stock, $5.00 par value 679,048
</TABLE>
Transitional Small Business Disclosure Format: Yes [ ] No [X]
<PAGE> 2
GATEWAY BANCSHARES, INC.
June 30, 2000 Form 10-QSB
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page No.
--------
<S> <C> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
Consolidated Balance Sheets......................................... 3
Consolidated Statements of Income................................... 4
Consolidated Statement of Changes in Stockholders' Equity........... 5
Consolidated Statements of Cash Flows............................... 6
Notes to Consolidated Financial Statements.......................... 7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations........................................... 9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings................................................... 15
Item 2. Changes in Securities and Use of Proceeds .......................... 15
Item 3. Defaults Upon Senior Securities .................................... 15
Item 4. Submission of Matters to a Vote of Security Holders................. 15
Item 5. Other Information................................................... 15
Item 6. Exhibits and Reports on Form 8-K.................................... 15
</TABLE>
* * * * *
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<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
GATEWAY BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, 2000 December 31,
(unaudited) 1999
------------- ------------
<S> <C> <C>
ASSETS
Cash $ 364,879 $ 1,354,182
Due from banks 2,472,715 1,024,353
Federal funds sold -- 600,000
Securities available-for-sale 16,345,295 16,014,879
Securities held-to-maturity (market value
of $4,483,000 and $4,470,405, respectively) 4,726,586 4,729,974
Federal Home Loan Bank stock, at cost 241,100 230,800
Loans 69,266,248 62,564,092
Allowance for loan losses (834,189) (701,234)
------------- ------------
Net loans 68,432,059 61,862,858
Premises and equipment, net 2,207,801 1,956,568
Accrued interest 920,202 780,543
Other assets 686,202 545,417
------------- ------------
Total assets $ 96,396,839 $ 89,099,574
============= ============
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits:
Noninterest-bearing $ 5,890,653 $ 6,039,739
Interest-bearing 79,133,827 75,104,608
------------- ------------
Total deposits 85,024,480 81,144,347
Short-term Federal Home Loan Bank advances 2,000,000 --
Long-term borrowings:
Federal Home Loan Bank advances 1,000,000 1,000,000
Notes payable 1,000,000 --
Accrued interest 425,007 363,948
Other liabilities 43,892 76,389
------------- ------------
Total liabilities 89,493,379 82,584,684
------------- ------------
STOCKHOLDERS' EQUITY
Common stock ($5 par value: 10,000,000 shares
authorized, 679,048 shares issued and outstanding) 3,395,240 3,395,240
Capital surplus 3,357,637 3,357,637
Retained earnings 717,341 331,640
Accumulated other comprehensive income:
Unrealized gains (losses) on investment securities
available-for-sale, net of tax (566,758) (569,627)
------------- ------------
Total stockholders' equity 6,903,460 6,514,890
------------- ------------
Total liabilities and stockholders' equity $ 96,396,839 $ 89,099,574
============= ============
</TABLE>
The Notes to Consolidated Financial Statements are an integral part of these
statements.
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<PAGE> 4
GATEWAY BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
----------------------------- -----------------------------
June 30, June 30, June 30, June 30,
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
INTEREST INCOME
Loans $ 1,675,741 $ 1,143,224 $ 3,200,166 $ 2,134,969
Interest on securities:
Taxable interest 324,925 350,324 654,556 759,968
Nontaxable interest 2,674 -- 5,338 --
Interest on federal funds sold 9,510 14,155 19,341 25,517
Interest on deposits in other banks -- 423 -- 423
----------- ----------- ----------- -----------
Total interest income 2,012,850 1,508,126 3,879,401 2,920,877
----------- ----------- ----------- -----------
INTEREST EXPENSE
Interest on deposits 987,974 796,129 1,975,201 1,550,825
Interest on Federal Home Loan Bank advances 34,298 14,261 48,546 28,365
Interest on federal funds purchased 19,652 2,687 20,903 6,182
----------- ----------- ----------- -----------
Total interest expense 1,041,924 813,077 2,044,650 1,585,372
----------- ----------- ----------- -----------
NET INTEREST INCOME 970,926 695,049 1,834,751 1,335,505
Provision for loan losses 112,000 100,000 188,500 195,000
----------- ----------- ----------- -----------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 858,926 595,049 1,646,251 1,140,505
----------- ----------- ----------- -----------
NONINTEREST INCOME
Service charges on deposits 74,855 48,870 138,793 96,483
Mortgage loan fees 26,121 26,572 52,794 84,602
Insurance commissions 1,156 1,867 1,834 3,158
Gains (losses) on sale of securities (1,250) 215 (1,250) 9,433
Other income 12,939 9,293 23,500 17,270
----------- ----------- ----------- -----------
Total noninterest income 113,821 86,817 215,671 210,946
----------- ----------- ----------- -----------
NONINTEREST EXPENSE
Salaries and employee benefits 315,251 257,338 685,868 511,731
Occupancy expense 31,360 23,948 58,948 50,982
Furniture and equipment expense 39,452 44,090 76,702 74,176
Other operating expenses 247,170 272,173 456,703 539,124
----------- ----------- ----------- -----------
Total noninterest expense 633,233 597,549 1,278,221 1,176,013
----------- ----------- ----------- -----------
Income before income taxes 339,514 84,317 583,701 175,438
Income taxes 115,500 37,000 198,000 68,000
----------- ----------- ----------- -----------
Net income $ 224,014 $ 47,317 $ 385,701 $ 107,438
=========== =========== =========== ===========
EARNINGS PER COMMON SHARE, PRIMARY AND FULLY DILUTED
Net income per common share $ 0.33 $ 0.07 $ 0.57 $ 0.16
Basic weighted average shares outstanding 679,048 679,048 679,048 679,048
Diluted earnings per common share $ 0.33 $ 0.07 $ 0.57 $ 0.16
Diluted weighted average shares outstanding 680,466 679,212 680,595 679,212
</TABLE>
The Notes to Consolidated Financial Statements are an integral part of these
statements.
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<PAGE> 5
GATEWAY BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(unaudited)
<TABLE>
<CAPTION>
Accumu
-lated
Total Other
Compre- Stock Accumu Compre-
hensive holders' Common -lated hensive
Income Equity Stock Surplus Earnings Income
-------- ---------- ---------- ---------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, December 31, 1999 $6,514,890 $3,395,240 $3,357,637 $331,640 $(569,627)
Comprehensive income:
Net income $385,701 385,701 -- -- 385,701 --
Other comprehensive income, net of tax:
Unrealized holding gains (losses) on securities
available for sale, net of reclassification
adjustment 2,869 2,869 -- -- -- 2,869
-------- ---------- ---------- ---------- -------- ---------
Total comprehensive income $388,570
========
BALANCE, June 30, 2000 $6,903,460 $3,395,240 $3,357,637 $717,341 $(566,758)
========== ========== ========== ======== =========
</TABLE>
The Notes to Consolidated Financial Statements are an integral part of these
statements.
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<PAGE> 6
GATEWAY BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
Six Months Ended
-------------------------------
June 30, June 30,
2000 1999
------------ ------------
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES
Net income $ 385,701 $ 107,438
Adjustments to reconcile net income to net cash provided by
operating activities:
Provision for loan losses 188,500 195,000
Provision for depreciation and amortization 71,828 85,215
Net amortization on securities 17,410 28,025
Gain on sale of securities 1,250 (9,433)
Deferred income taxes 198,000 68,000
Changes in other operating assets and liabilities:
Accrued interest receivable (139,659) 57,998
Accrued interest payable 61,059 27,011
Other assets and liabilities (402,939) (221,876)
------------ ------------
Net cash provided by operating activities 381,150 337,378
------------ ------------
CASH FLOW FROM INVESTING ACTIVITIES
Net increase in loans (6,757,701) (15,036,878)
Proceeds from maturities, calls, and principal pay-downs
of securities 672,432 5,273,356
Proceeds from sales of available-for-sale securities 498,750 4,949,028
Proceeds from sales of held-to-maturity securities -- 2,500,937
Purchase of available-for-sale securities (1,498,500) (2,869,356)
Purchase of Federal Home Loan Stock (10,300) (112,500)
Purchase of premises and equipment (306,905) (37,553)
------------ ------------
Net cash used in investing activities (7,402,224) (5,332,966)
------------ ------------
CASH FLOW FROM FINANCING ACTIVITIES
Net increase in deposits 3,880,133 1,492,566
Proceeds from Federal Home Loan Bank advances 2,000,000 --
Proceeds from notes payable 1,000,000 --
Federal funds purchased -- 1,120,000
Repayments of federal funds purchased -- (1,120,000)
------------ ------------
Net cash provided by financing activities 6,880,133 1,492,566
------------ ------------
NET DECREASE IN CASH AND CASH EQUIVALENTS (140,941) (3,503,022)
CASH AND CASH EQUIVALENTS, beginning of period 2,978,535 6,112,902
------------ ------------
CASH AND CASH EQUIVALENTS, end of period $ 2,837,594 $ 2,609,880
============ ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest $ 1,983,591 $ 786,006
Income taxes 292,543 108,000
============ ============
</TABLE>
The Notes to Consolidated Financial Statements are an integral part of these
statements.
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<PAGE> 7
GATEWAY BANCSHARES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
June 30, 2000
NOTE 1 - BASIS OF PRESENTATION
The consolidated financial statements include the accounts of Gateway
Bancshares, Inc., and its wholly-owned subsidiary, Gateway Bank & Trust. All
significant intercompany accounts and transactions have been eliminated in
consolidation.
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB and Regulation
S-B. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. Operating results for the three month and six month periods ended June
30, 2000 are not necessarily indicative of the results that may be expected for
the year ending December 31, 2000. For further information, refer to the
financial statements and footnotes thereto included in the Company's annual
financial report filed under cover Form 10-KSB for the year ended December 31,
1999.
NOTE 2 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
Gateway Bancshares, Inc. (the Company) is a one-bank holding company which
engages in providing a full range of banking services through its subsidiary
bank, Gateway Bank & Trust (the Bank), in Ringgold, Georgia, . The Bank received
preliminary charter approval in 1995. In April 1997 the Bank was granted a
charter by the Georgia Department of Banking and Finance and began full
operations. Further discussion of the Company's financial condition and results
of operations is included in the Company's consolidated financial statements
presented in the Company's annual report on Form 10-KSB for the year ended
December 31, 1999.
Net Income Per Common Share
Net income per common share is based on the weighted-average number of shares
outstanding for the periods presented.
NOTE 3 - INVESTMENT SECURITIES
The Company has applied the accounting and reporting requirements of Statement
of Financial Accounting Standards No. 115, Accounting for Certain Investments in
Debt and Equity Securities (SFAS No. 115). This pronouncement requires that all
investments in debt securities be classified as either held-to-maturity
securities, which are reported at amortized cost; trading securities, which are
reported at fair value, with unrealized gains and losses included in earnings;
or available-for-sale securities, which are reported at fair value, with
unrealized gains and losses excluded from earnings and reported in a separate
component of stockholder's equity (net of deferred taxes).
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<PAGE> 8
At June 30, 2000, the Company had net unrealized losses of $858,724 on
available-for-sale securities. As a result, the decrease in stockholders'
equity, net of deferred taxes, was $566,758. There were no trading securities.
The net increase in stockholder's equity as a result of the SFAS No. 115
adjustment from December 31, 1999, to June 30, 2000, was $2,869.
NOTE 4 - BORROWED FUNDS
In January, 1998, the Bank obtained a $1 million loan from the Federal Home Loan
Bank. The note requires monthly interest payments at an interest rate of 5.72
percent, and matures on January 13, 2003. The note is secured by specifically
identified single family first mortgage loans.
In May, 2000, the Bank obtained an additional $2 million loan from the Federal
Home Loan Bank. The note requires monthly interest payments at an interest rate
of 6.97 percent, and matures on November 10, 2000. The note is secured by
specifically-identified single family first mortgage loans.
In June, 2000, the Company obtained a $1 million loan from Gilmer County Bank.
The proceeds of this note were used to inject additional capital in the Bank.
This note requires quarterly interest payments at the prime interest rate less
one-half percent. Principal is due in full on September 20, 2002. The note is
secured by 600,000 shares of Gateway Bank & Trust common stock.
NOTE 5 - STOCK OPTION PLAN
On March 18, 1999, the Company issued a total of 164,350 options to purchase its
common shares to its directors and executive officers. Each director received
13,550 shares and the executive officers received varying amounts of shares
ranging from 13,550 to 20,350 shares. Each of the stock option agreements
contained an option price of $12.00 per share, the market value of the shares at
the time of issuance. The options vest on an equal incremental basis over a
period of five years.
NOTE 6 - RECENTLY ISSUED ACCOUNTING STANDARDS
Effective for fiscal quarters beginning after June 15, 2000, SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities" establishes
accounting and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts, (collectively referred to as
derivatives) and for hedging activities. It requires that an entity recognize
all derivatives as either assets or liabilities in the statement of financial
position and measure those instruments at fair value. If certain conditions are
met, a derivative may be specifically designated as (a) a hedge of the exposure
to changes in the fair value of a recognized asset or liability or an
unrecognized firm commitment, (b) a hedge of the exposure to variable cash flows
of a forecasted transaction, or (c) a hedge of the foreign currency exposure of
a net investment in a foreign operation, an unrecognized firm commitment, an
available-for-sale security, or a foreign-currency-denominated forecasted
transaction. Management does not believe that the adoption of SFAS No.133 will
have a material impact on the Company's consolidated financial statements.
NOTE 7 - RECLASSIFICATIONS
Certain amounts in 1999 have been reclassified to conform with the 2000
presentation.
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<PAGE> 9
PART I - FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
This discussion is intended to assist in an understanding of the Company's
financial condition and results of operations. This analysis should be read in
conjunction with the financial statements and related notes appearing in Item 1
of the June 30, 2000 Form 10-QSB and Management's Discussion and Analysis of
Financial Condition and Results of Operations appearing in the Company's Form
10-KSB for the year ended December 31, 1999.
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-QSB contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act (the "Act"). In
addition, certain statements in future filings by the Company with the
Securities and Exchange Commission, in press releases, and in oral and written
statements made by or with the approval of the Company may contain
forward-looking statements within the meaning of the Act. Examples of
forward-looking statements include but are not limited to: (1) projections of
revenues, income or loss, earnings or loss per share, the payment or non-payment
of dividends, capital structure and other financial items; (2) statements of
plans and objectives of the Company or its management or Board of Directors,
including those relating to products or services; (3) statements of future
economic performance and (4) statements of assumptions underlying such
statements. Words such as "believes," "anticipates," "expects," "intends,"
"targeted," and similar expressions are intended to identify forward-looking
statements but are not the exclusive means of identifying such statements.
Forward-looking statements involve risks and uncertainties, which may cause
actual results to differ materially from those in the forward-looking
statements. Facts that could cause actual results to differ from those discussed
in the forward-looking statements include, but are not limited to: (1) the
strength of the U.S. economy in general and the strength of the local economies
in which operations are conducted; (2) the effects of and changes in trade
monetary and fiscal policies and laws, including interest rate policies of the
Board of Governors of the Federal Reserve System; (3) inflation, interest rate,
market and monetary fluctuations; (4) the timely development of and acceptance
of new products and services and perceived overall value of these products and
services by users; (5) changes in consumer spending, borrowing, and saving
habits; (6) technological changes; (7) consumer spending, borrowing and saving
habits; (8) acquisitions; (9) the ability to increase market share and control
expenses; (10) the effect of changes in laws and regulations (including laws and
regulations concerning taxes, banking, securities and insurance) with which the
Company and its subsidiary must comply; (11) the effect of changes in accounting
policies and practices, as may be adopted by the regulatory agencies, as well as
the Financial Accounting Standards Board; (12) changes in the Company's
organization, compensation, and benefit plans; (13) the costs and effects of
litigation and of unexpected or adverse outcomes in such litigation; and (14)
the success of the Company at managing the risks involved in the foregoing.
Such forward-looking statements speak only as of the date on which the
statements are made, and the Company undertakes no obligation to update any
forward-looking statement to reflect events or circumstances after the date on
which the statement is made to reflect the occurrence of unanticipated events.
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<PAGE> 10
EARNINGS SUMMARY
The Company's net income for the three and six months ended June 30, 2000 was
$224,014 and $385,701, respectively, compared to net income of $47,317 and
$107,438 for the same periods in 1999. The increase in net income resulted
primarily from the increased net interest income from growth in the Company's
loan and deposit base.
RESULTS OF OPERATIONS
INTEREST INCOME
Interest income on loans and securities is the principal source of the Company's
earnings stream. Fluctuations in interest rates as well as volume and mix
changes in earning assets materially affect interest income. Interest income was
$2,012,850 and $3,879,401 for the three and six months ended June 30, 2000,
respectively, compared to interest income of $1,508,126 and $2,920,877 for the
same periods in 1999. The increase in interest income resulted from the increase
in the Company's loan and securities portfolios.
INTEREST EXPENSE
Interest expense on deposits for the three and six months ended June 30, 2000,
was $1,041,924 and $2,044,650, respectively, compared to interest expense of
$813,077 and $1,585,372 for the same periods in 1999. The increase in interest
expense relates to the increase in the Company's deposit base and additional
advances from the Federal Home Loan Bank of $2,000,000 in May, 2000.
PROVISION FOR LOAN LOSSES
The provision for loan losses represents the charge against current earnings
necessary to maintain the allowance for loan losses at a level which management
considers adequate to provide for probable losses in the loan portfolio. This
level is determined based upon management's assessment of current economic
conditions, the composition of the loan portfolio and the levels of nonaccruing
and past due loans. The provision for loan losses was $112,000 and $188,500 for
the three and six months ended June 30, 2000. The allowance for loan losses as a
percent of outstanding loans was 1.20 percent at June 30, 2000 and 1.12 percent
at December 31, 1999, respectively.
NONINTEREST INCOME
Noninterest income for the three and six months ended June 30, 2000, was
$113,821 and $215,671, respectively, compared to $86,817 and $210,946 for the
same periods in 1999. Noninterest income consisted primarily of service charges
on customer deposits ($138,793 through June 30, 2000), mortgage loan fees, ATM
and credit card fees, and rental of safe deposit boxes.
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<PAGE> 11
NONINTEREST EXPENSE
Noninterest expense totaled $633,233 and $1,278,221 for the three and six months
ended June 30, 2000, respectively, compared to $597,549 and $1,176,013 for the
same periods in 1999. The increases reflect the hiring of additional staff, and
increased occupancy, furniture and fixtures, and other expenses necessary for
the operation of the Company and are reflective of the growth of the Bank. Other
operating expenses consist primarily of data processing, advertising,
professional fees, printing and postage and other miscellaneous expenses.
INCOME TAXES
Income taxes of $115,500 and $198,000 have been provided for the three and six
months ended June 30, 2000, respectively, compared to $37,000 and $68,000 for
the same periods in 1999. The increase was the result of an increase in taxable
income in 2000 as compared to 1999.
FINANCIAL CONDITION
EARNING ASSETS
The Company's earning assets include loans, securities and federal funds sold.
The mix of earning assets reflects management's attempt to maximize interest
income while maintaining acceptable levels of risk.
SECURITIES AND FEDERAL FUNDS SOLD
The composition of the Company's securities portfolio reflects the Company's
investment strategy of maximizing portfolio yields subject to risk and liquidity
considerations. The primary objectives of the Company's investment strategy are
to maintain an appropriate level of liquidity and provide a tool to assist in
controlling the Company's interest rate position while at the same time
producing adequate levels of interest income. For securities classified as
available-for-sale, management intends to hold such securities for the
foreseeable future except to fund increases in loan demand. Management of the
maturity of the portfolio is necessary to provide liquidity and to control
interest rate risk.
Securities and federal funds sold decreased $272,972 or 1.27 percent from
December 31, 1999, to June 30, 2000. The decrease is due to the growth in loans
during 2000, which required the reallocation of funds for those loans. The
securities portfolio is adjusted to make various term investments, to provide a
source of liquidity and to serve as collateral to secure certain government
deposits. Securities at June 30, 2000, were $21,071,981 compared to $20,744,853
at December 31, 1999, reflecting an increase of $327,128. Federal funds sold
decreased from $600,000 at December 31, 1999, to zero at June 30, 2000.
LOANS
Loans represent the single largest category of the Company's earning assets at
June 30, 2000. At June 30, 2000, the Company had outstanding loans amounting to
$68,432,059 net of its allowance for loan losses, or 71.0 percent of total
assets, compared to net loans of $61,862,858, or 69.4 percent of total assets at
December 31, 1999. The Company will continue to search for loan opportunities in
its market area while assuming acceptable levels of risk.
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<PAGE> 12
ASSET QUALITY
Asset quality is measured by three key ratios: (1) the ratio of loan loss
allowance to total nonperforming assets (defined as nonaccrual loans, loans past
due 90 days or greater, restructured loans, nonaccruing securities, and other
real estate), (2) nonperforming assets to total assets, and (3) nonperforming
assets to total loans. At June 30, 2000, the Company had nonperforming assets of
$286,483, which was 34% of the loan loss allowance of $834,189. Nonperforming
assets were .41 percent of all loans and .30 percent of total assets. At
December 31, 1999, the Company had nonperforming loans of $322,000, which was
46$ of the loan loss allowance of $701,234. Nonperforming assets were .51
percent of all loans and .36 percent of total assets.
NONEARNING ASSETS
Nonearning assets include premises and equipment of $2,207,801 at June 30, 2000,
an increase of $251,233 from December 31, 1999. The increase results primarily
from the construction in progress of a branch office, net of the effect of
depreciation of $71,828 provided for those assets that have been previously
placed in service.
The Bank leases the site for the Bank at the rate of $1,707 per month. The lease
term is for a maximum of fifty years, including extensions after the initial
twenty-year period, and subject to certain conditions after the initial
forty-year period.
Accrued interest receivable was $920,202 at June 30, 2000, an increase of
$139,659 from December 31, 1999. The increase is directly related to
corresponding increases in earning assets during 2000.
Other assets consist primarily of prepaid expenses and deferred income taxes.
Deferred income taxes consists primarily of tax benefits related to timing
differences in the tax and financial reporting treatment of the allowance of
loan losses, as well as other factors.
DEPOSITS
At June 30, 2000, the Company had outstanding deposits of $85,024,480 compared
to $81,144,347 at December 31, 1999. Deposits are the Company's primary source
of funds to support its earning assets. Noninterest-bearing deposits decreased
from $6,039,739 at December 31, 1999, to $5,890,653 at June 30, 2000. Time
deposits of $100,000 or more decreased by $768,748. The increase in deposits
reflects management's philosophy of aggressively seeking new deposits while
maximizing the interest income spread on earning assets to interest bearing
liabilities.
OTHER LIABILITIES
Other liabilities consist primarily of accrued interest payable and accounts
payable. Accrued interest payable increased $61,059 from December 31, 1999, to
June 30, 2000. The increase is directly related to an increase in the Company's
deposit base during 2000.
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<PAGE> 13
STOCKHOLDERS' EQUITY
Stockholders' equity increased $388,570 from December 31, 1999, to June 30,
2000, due primarily to net income of $385,701 for the six months ended June 30,
2000. The equity adjustment for unrealized losses on securities
available-for-sale decreased $2,869 during the six months ended June 30, 2000.
LIQUIDITY AND CAPITAL RESOURCES
LIQUIDITY MANAGEMENT
Liquidity is defined as the ability of a company to convert assets into cash or
cash equivalents without significant loss. Liquidity management involves
maintaining the Bank's ability to meet the day-to-day cash flow requirements of
its customers, whether they are depositors wishing to withdraw funds or
borrowers requiring funds to meet their credit needs. Without proper liquidity
management, the Bank would not be able to perform the primary function of a
financial intermediary and therefore would not be able to meet the production
and growth needs of the communities it serves.
The primary function of asset and liability management is not only to assure
adequate liquidity in order for the Bank to meet the needs of its customer base,
but also to maintain an appropriate balance between interest-sensitive assets
and interest-sensitive liabilities so that the Bank can also meet the investment
requirements of its stockholders. Daily monitoring of the sources and uses of
funds is necessary to maintain an acceptable cash position that meets both
requirements. In the banking environment, both assets and liabilities are
considered sources of liquidity funding and both are, therefore, monitored on a
daily basis.
The asset portion of the balance sheet provides liquidity primarily through loan
principal repayments or sales of securities. Outstanding loans that mature in
one year or less totaled approximately $38.4 million at June 30, 2000.
Securities maturing in one year or less totaled approximately $2 million.
Federal funds sold are another source of liquidity.
The liability portion of the balance sheet provides liquidity through various
customers' interest-bearing and noninterest-bearing deposit accounts. At June
30, 2000, funds were also available through the purchase of federal funds from
correspondent commercial banks. Purchases can be made from available lines of up
to an aggregate of $4 million. Liquidity management involves the daily
monitoring of the sources and uses of funds to maintain an acceptable cash
position.
CAPITAL RESOURCES
A strong capital position is vital to the profitability of the Company because
it promotes depositor and investor confidence and provides a solid foundation
for future growth of the organization. The Company has provided for its capital
requirements with proceeds from its initial stock offering in 1996 and through
the retention of earnings.
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<PAGE> 14
FEDERAL HOME LOAN BANK ADVANCES
In an effort to maintain and improve the liquidity position of the Bank,
management approved the Bank's membership with the Federal Home Loan Bank of
Atlanta (FHLB). As a member of the FHLB, the Bank improved its ability to manage
liquidity and reduce interest rate risk by having a funding source to match
longer term loans.
In January, 1998, the Company obtained a $1 million loan from the FHLB. At June
30, 2000, the balance of the loan was $1,000,000. Interest on the loan is
payable on a monthly basis at 5.72 percent. Principal is due in full on January
13, 2003. The note is secured by specifically identified single family first
mortgage loans.
In May, 2000, the Company obtained an additional $2 million loan from the FHLB.
At June 30, 2000, the balance on the note was $2,000,000. Interest on the loan
is payable on a monthly basis at 6.97 percent. Principal is due in full on
November 10, 2000. Additional lines of credit totaling $9.9 million are
available to the Company from secured loans at the Federal Reserve Bank and the
FHLB.
REGULATORY CAPITAL REQUIREMENTS
Regulatory capital guidelines administered by the federal banking agencies take
into consideration risk factors associated with various categories of assets,
both on and off the balance sheet. Under the guidelines, the Bank's capital
strength is measured in two tiers which are used in conjunction with
risk-adjusted assets to determine the risk-based capital ratios. Tier I capital,
which consists of common equity less goodwill, amounted to $8.2 million at June
30, 2000. Tier II capital components include supplemental capital components
such as qualifying allowance for loan losses and qualifying subordinated debt.
Tier I capital plus the Tier II capital components is referred to as total
risk-based capital and was $9.0 million at June 30, 2000. The percentage ratios
as calculated under FDIC guidelines were 10.09 percent and 11.12 percent for
Tier I and total risk-based capital, respectively, to risk-weighted assets at
June 30, 2000. Both levels exceeded the minimum ratios of 4 percent and 8
percent, respectively. Management has reviewed and will continue to monitor
asset mix, product pricing, and the loan loss allowance, which are the areas it
believes are most affected by these requirements.
ADDITIONAL GEORGIA DEPARTMENT OF BANKING AND FINANCE CAPITAL REQUIREMENT
In addition to the capital standards imposed by federal banking regulators, the
Georgia Department of Banking and Finance imposed an 8 percent primary capital
ratio as a condition to the approval of the Bank's charter. This requirement,
which exceeds the FDIC capital requirements, is calculated as the ratio of total
equity to total assets, each as adjusted for unrealized gains and losses on
securities. The ratio was lowered to 7.50% in December 1999. Effective April 21,
2000, the third anniversary of beginning Bank operations, the ratio was reduced
to 4.50%. The Bank's capital ratio was in compliance with this requirement at
June 30, 2000.
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<PAGE> 15
PART II - OTHER INFORMATION
ITEM 1- LEGAL PROCEEDINGS
Neither the Company nor the Bank is a party to any pending legal proceedings
which management believes would have a material adverse effect upon the
operations or financial condition of the Bank.
ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS - NONE
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES - NONE
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - NONE
On April 20, 2000, the Company held its annual meeting of shareholders at which
the following director nominees were elected to a one year term by the votes
indicated:
<TABLE>
<CAPTION>
Directors Votes For Votes Withheld
------------------- --------- --------------
<S> <C> <C>
Jack J. Babb 352,545 3,150
William H. H. Clark 350,545 5,150
Patricia Y. Cochran 352,545 3,350
Jeanette W. Dupree 353,545 3,150
James A. Gray 352,545 3,150
Harle B. Green 352,545 3,150
Walter Lee Jackson 346,545 9,150
Ernest Kresch 352,045 3,650
Robert G. Peck 352,545 3,150
</TABLE>
ITEM 5 - OTHER INFORMATION
Stockholder proposals submitted for consideration at the next annual meeting of
stockholders must be received by the Company no later than December 1, 2000, to
be included in the 2001 proxy materials. A stockholder must notify the Company
before February 1, 2001 of a proposal for the 2001 annual meeting which the
stockholder intends to present other than by inclusion in the Company's proxy
material. If the Company does not receive such notice prior to February 1, 2001,
proxies solicited by the management of the Company will confer discretionary
authority upon the management of the Company to vote upon any such matter.
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<PAGE> 16
ITEM 6 - EXHIBITS AND REPORT ON FORM 8-K
(a) Exhibits:
<TABLE>
<CAPTION>
Exhibit Number Description of Exhibit
-------------- -----------------------------------------------
<S> <C>
10.1 Loan and Stock Pledge Agreement by and between
Gateway Bancshares, Inc. and Gilmer County Bank
dated June 20, 2000
11 Computation of Net Income Per Share
27 Financial Data Schedule
(for the SEC use only )
</TABLE>
(b) Reports on Form 8-K
A report on Form 8-K was filed on June 22, 2000, (with a Date of Report of June
21, 2000) disclosing under Item 4 the changes in the registrant's certifying
accountant.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
GATEWAY BANCSHARES, INC.
/s/ Robert G. Peck July 21, 2000
----------------------------- -------------
Robert G. Peck, Date
President and CEO
(Principal Executive Officer)
/s/ Harle B. Green July 21, 2000
------------------------------------ -------------
Harle B. Green, Date
Chairman and Chief Financial Officer
(Principal Financial Officer)
-16-
