U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the quarterly period Commission file number
ended March 31, 1997 333-13583
FIRST GEORGIA COMMUNITY CORP.
(Name of small business issuer in its charter)
Georgia 58-2261088
(State of Incorporation) (I.R.S. Employer
Identification No.)
155-B Lyons Street
P. O. Box 1534
Jackson, Georgia
30233
(Address of principal executive offices) (Zip Code)
(770) 504-1090
(Issuer's telephone number)
Check whether Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past 12 months (or
for such shorter period that the Registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past
90 days.
Yes X No
The number of shares outstanding of Registrant's class of common stock at
May 15, 1997 was 1 share of common stock; the number of shares of
Registrant's common stock subscribed for at May 15, 1997 was
568,055 shares.
Transitional Small Business Disclosure Format (check one):
Yes No X
Page 1 of 19
Exhibit Index on Page 9
<PAGE>
TABLE OF CONTENTS
PART I Page
ITEM 1. FINANCIAL STATEMENTS............................. 3
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION............................. 8
PART II
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K ................ 9
SIGNATURES ................................................ 10
<PAGE>
PART I -- FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
Index to Financial Statements
of First Georgia Community Corp. (a Development Stage Corporation)
Financial Statements:
Balance Sheet 4
Statements of Operations 5
Statements of Cash Flows 6
Notes to Financial Statements 7
<PAGE>
FIRST GEORGIA COMMUNITY CORP.
(A Development Stage Corporation)
Balance Sheet
March 31, 1997
(Unaudited)
<TABLE>
Assets
<S> <C>
Cash $ 918,207
Restricted cash 3,329,060
Deferred organization costs 101,786
Property and equipment 563,279
Other assets 25,715
$ 4,938,047
Liabilities and Stockholder's Equity
Liabilities:
Stock subscription deposits $ 3,329,060
Stock subscription proceeds from organizers 1,650,000
Advances from organizers 60,118
Accrued expenses 15,438
Total liabilities 5,054,616
Stockholder's equity:
Capital stock, $5.00 par value; 10,000,000 shares
authorized; 1 share issued and outstanding 5
Additional paid-in capital 5
Deficit accumulated during the development stage (116,579)
Total stockholder's equity (116,569)
$4,938,047
</TABLE>
See accompanying notes to financial statements.
FIRST GEORGIA COMMUNITY CORP.
(A Development Stage Corporation)
Statements of Operations
(Unaudited)
<TABLE>
Period from
Inception
Three Months (March 15, 1996)
Ended Through
March 31, 1997 March 31, 1997
<S> <C> <C>
Income:
Interest income $ 34,785 35,246
Total income 34,785 35,246
Expenses:
Personnel expenses 45,077 126,436
Interest expense 5,566 10,088
Supplies and printing expense 1,033 3,990
Miscellaneous expenses 4,900 11,311
Total expenses 56,576 151,825
Net loss $(21,791) (116,579)
</TABLE>
See accompanying notes to financial statements.
FIRST GEORGIA COMMUNITY CORP.
(A Development Stage Corporation)
Statements of Cash Flows
(Unaudited)
<TABLE>
Period from
Inception
Three Months (March 15, 1996)
Ended Through
March 31, 1997 March 31, 1997
<S> <C> <C>
Cash flows from operating
activities:
Net loss $ (21,791) (116,579)
Adjustments to reconcile net
loss to net cash used by
operating activities:
Increase in deferred expenses (8,280) (101,786)
Increase in accrued expenses 2,545 15,438
Increase in prepaid expenses (2,924) (25,715)
Net cash used by operating
activities (30,450) (228,642)
Cash flows from investing activities:
Increase in property and equipment (397,158) (563,279)
Net cash used by investing
activities (397,158) (563,279)
Cash flows from financing activities:
Proceeds from the sale of
organization shares - 10
Proceeds from stock subscriptions 4,514,460 4,979,060
Increase (decrease) in advances
from organizers (305,682) 60,118
Net cash provided by financing
activities 4,208,778 5,039,188
Net increase in cash and cash
equivalents 3,781,170 4,247,267
Cash and cash equivalents at
beginning of period 466,097 -
Cash and cash equivalents at end
of period $4,247,267 4,247,267
Supplemental cash flow information
Interest paid $ 6,981 10,065
</TABLE>
See accompanying notes to financial statements.
FIRST GEORGIA COMMUNITY CORP.
(A Development Stage Corporation)
Notes to Financial Statements
March 31, 1997
(1) Basis of Presentation
The accompanying unaudited financial statements have been
prepared in accordance with generally accepted accounting
principles for interim financial information and with the
instructions for Form 10-QSB of 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. Comparative statements for the 17 day period from
inception (March 15, 1996) through March 31, 1996 have been
omitted because there were no transactions that affected
either operations or cash flows.
(2) Common Stock Offering
The Company has filed a Registration Statement on Form SB-2
with the Securities and Exchange Commission offering for sale
a minimum of 610,000 and a maximum of 800,000 shares of the
Company's $5.00 par value common stock at $10 per share. As
of March 31, 1997, the Company had received subscriptions to
purchase approximately 498,000 shares of its common stock for
an aggregate purchase price of $4,980,000. Subscription
proceeds from organizers of $769,667, which are not subject to
escrow restrictions, were released from escrow to the Company
to fund organizational expenses and to purchase property on
which the Bank's main office will be located.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
The Company was incorporated on August 7, 1996, for the purpose of
becoming a bank holding company for the Bank. At March 31, 1997,
the Company was in the development stage and had no earnings from
operations except for interest earned on subscription funds held in
escrow. The Company filed applications to the Board of Governors
of the Federal Reserve System (the "Board" and the Georgia
Department of Banking and Finance (the "DBF") for prior approval to
become a bank holding company. The Company received Board approval
on December 24, 1996, and DBF approval on December 3, 1996. The
Company will become a bank holding company within the meaning of
the federal Bank Holding Company Act and the Georgia bank holding
company law upon the acquisition of all of the Common Stock of the
Bank, which is projected to occur during the third quarter of 1997,
which is when the Company expects the bank to open for business.
The Company's plan of operations for 1997 consists primarily of
gaining market share in the Bank's primary service area. The
Company expects to complete its stock offering by June 10, 1997.
The Bank will offer a full range of commercial banking services to
individual, professional and business customers in its primary
service area. These services will include personal and business
checking accounts and savings and other time certificates of
deposit. The transaction accounts and time certificates will be at
rates competitive with those offered in the Bank's primary service
area. Customer deposits with the Bank will be insured to the
maximum extent provided by law through the FDIC. The Bank plans to
issue credit cards to act as a merchant depository for cardholder
drafts under both Visa and Mastercard. The Bank intends to offer
night depository and bank-by-mail services and to sell travelers
checks (issued by an independent entity) and cashiers checks. The
Bank does not anticipate offering trust and fiduciary services
initially and will rely on trust and fiduciary services offered by
correspondent banks until the Bank determines that it is profitable
to offer such services directly.
Initially, the Bank anticipates deriving its income principally
from interest charged on loans and, to a lesser extent, from
interest earned on investments, from fees received in connection
with the origination of loans and from other services. The Bank's
principal expenses are anticipated to be interest expense on
deposits and operating expenses.
Management believes the Company and the Bank can satisfy future
cash requirements indefinitely, and will not have to raise
additional capital during the first twelve months of operations.
The Bank intends to accept deposits and make loans and investments
in accordance with an asset and liability management framework that
emphasizes appropriate levels of liquidity and interest rate risk.
Management expects to complete construction of its banking facility
during the third quarter of 1997. Land and construction costs are
currently estimated at $1,805,000. In addition, furnishings and
equipment are expected to cost approximately $260,000.
Following commencement of banking operations, the Company's two (2)
full time employees will become employees of the Bank. Management
expects the Bank to employ approximately 14 employees by the end of
1997. Significant increases in the number of employees above this
level are not expected in the foreseeable future.
PART II -- OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit Sequential
Numbers Page Number
3.1* Articles of Incorporation --
3.2* Bylaws --
10.1* Employment Contract between John L.
Coleman and the Company --
10.2 Construction Contract, dated February
12, 1997, between the Company and W. H.
Bass, Inc. 11
27.1 Financial Data Schedule: As of
March 31, 1997, neither the
Company nor First Georgia Community
Bank had commenced their respective
operations as a bank holding company
or as a commercial bank, and neither
will do so unless final regulatory
approvals are obtained and the required
capitalization of the Bank by the
Company is obtained from proceeds of
the Company's stock offering, which is
presently still pending. 18
____________________
*Items 3.1 through 10.1, as listed above, were previously
filed by the Company as Exhibits (with the same
respective Exhibit Numbers as indicated herein) to the
Company's '33 Act Registration Statement (Registration
No. 333-13583) and such documents are incorporated herein
by reference.
(b) Reports on Form 8-K
No Reports on Form 8-K have been filed during the first
quarter of the year ended December 31, 1997.
<PAGE>
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 on May 15, 1997.
FIRST GEORGIA COMMUNITY CORP.
(Registrant)
Date: May 15, 1997 s/John L. Coleman
John L. Coleman, President and C.E.O.
Date: May 15, 1997 s/Alfred D. Fears
Alfred D. Fears, Corporate Secretary
and C.A.O.
Date: May 15, 1997 s/Harry Lewis
Harry Lewis, Treasurer and C.F.O.
<PAGE>
EXHIBIT 10.2
STANDARD FORM OF AGREEMENT BETWEEN
OWNER AND CONTRACTOR
AGREEMENT
made as of the Twelfth day of February in the year of Nineteen
Hundred and Ninety-Seven
BETWEEN the Owner: First Georgia Community Corp.
150 Covington St.
Jackson, GA 30233
and the Contractor: W. H. Bass, Inc.
5664-D Peachtree Parkway
Norcross, GA 30092
The Project is: New Main Office
First Georgia Community Bank
150 Covington St.
Jackson, GA 30233
The Architect is: Homer Lewis & Associates
4288-C Memorial Drive
Decatur, GA 30032
The Owner and Contractor agree as set forth below.
ARTICLE 1
THE CONTRACT DOCUMENTS
The Contract Documents consist of this Agreement, Conditions of the
Contract (General, Supplementary and other Conditions), Drawings,
Specifications, addenda issued prior to execution of this
Agreement, other documents listed in this Agreement and
Modifications issued after execution of this Agreement; these form
the Contract, and are as fully a part of the Contract as if
attached to this Agreement or repeated herein. The Contract
represents the entire and integrated agreement between the parties
hereto and supersedes prior negotiations, representations or
agreements, either written or oral. An enumeration of the Contract
Documents, other than Modifications, appears in Article 9.
<PAGE>
ARTICLE 2
THE WORK OF THIS CONTRACT
The Contractor shall execute the entire Work described in the
Contract Documents, except to the extent specifically indicated in
the Contract Documents to be the responsibility of others, or as
follows:
Vaults and Security Contract
Interior Furnishings Contract
Bank Fixtures Contract
Carpet, Carpet Pad, and Installation
Letters on Monument Signage
ARTICLE 3
DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION
3.1 The date of commencement is the date from which the Contract
Time of Paragraph 3.2 is measured, and shall be the date of this
Agreement, as first written above, unless a different date is
stated below or provision is made for the date to be fixed in a
notice to proceed issued by the Owner.
Two (2) weeks after signature of this contract by all parties
3.2 The Contractor shall achieve Substantial Completion of the
entire Work not later than
164 Calendar Days
The Contractor and the Contractor's surety, if any, shall be liable
for and shall pay to the Owner the sums hereinafter stipulated as
liquidated damages for each calendar day of delay until the work is
substantially complete in the amount of $250.00.
ARTICLE 4
CONTRACT SUM
4.1 The Owner shall pay the Contractor in current funds for the
Contractor's performance of the Contract the Contract Sum of One
Million Four Hundred Twenty-Four Thousand Nine Hundred Twenty-One
Dollars ($1,424,921.00), subject to additions and deductions as
provided in the Contract Documents.
4.2 The Contract Sum is based upon the following alternates, if
any, which are described in the Contract Documents and are hereby
accepted by the Owner:
<PAGE>
Base Bid -----------------------------------$1,535,000.00
Less Accepted Value Engineering (1/28/97)---$ 107,079.00
Less Sound System --------------------------$ 3,000.00
TOTAL CONTRACT SUM $1,424,921.00
See attached bid dated November 29, 1996, Notes of Clarification
Pages 1 & 2, and accepted Value Engineering list.
4.3 Unit prices, if any, are as follows:
ARTICLE 5
PROGRESS PAYMENTS
5.1 Based upon Applications for Payment submitted to the Architect
by the Contractor and Certificates for Payment issued by the
Architect, the Owner shall make progress payments on account of the
Contract Sum to the Contractor as provided below and elsewhere in
the Contract Documents.
5.2 The period covered by each Application for Payment shall be
one calendar month ending on the last day of the month, or as
follows:
5.3 Provided an Application for Payment is received by the
Architect not later than the Twenty-Fifth (25th) day of a month,
the Owner shall make payment to the Contractor not later than the
Tenth day of the next month. If an Application for Payment is
received by the Architect after the application date fixed above,
payment shall be made by the Owner not later than fifteen (15) days
after the Architect receives the Application for Payment.
5.4 Each Application for Payment shall be based upon the schedule
of values submitted by the Contractor in accordance with the
Contract Documents. The schedule of values shall allocate the
entire Contract Sum among the various portions of the Work and be
prepared in such form and supported by such data to substantiate
its accuracy as the Architect may require. This schedule, unless
objected to by the Architect, shall be used as a basis for
reviewing the Contractor's Applications for Payment.
5.5 Applications for Payment shall indicate the percentage of
completion of each portion of the Work as of the end of the period
covered by the Application for Payment.
5.6 Subject to the provisions of the Contract Documents, the
amount of each progress payment shall be computed as follows:
5.6.1. Take that portion of the Contract Sum properly allocable to
completed Work as determined by multiplying the percentage
completion of each portion of the Work by the share of the total
Contract Sum allocated to that portion of the Work in the schedule
of values, less retainage of ten percent (10%). Pending final
determination of cost to the Owner of changes in the Work, amounts
not in the dispute may be included as provided in Subparagraph
7.3.7 of the General Conditions even though the Contract Sum has
not yet been adjusted by Change Order;
5.6.2 Add that portion of the Contract Sum properly allocable to
materials and equipment delivered and suitably stored at the site
for subsequent incorporation in the completed construction (or, if
approved in advance by the Owner, suitably stored off the site at
a location agreed upon in writing), less retainage of ten percent
(10%);
5.6.3 Subtract the aggregate of previous payments made by the
Owner; and
5.6.4 Subtract amounts, if any, for which the Architect has
withheld or nullified a Certificate for Payment as provided in
Paragraph 9.5 of the General Conditions.
5.7 The progress payment amount determined in accordance with
Paragraph 5.6 shall be further modified under the following
circumstances:
5.7.1 Add, upon Substantial Completion of the Work, a sum
sufficient to increase the total payments to ninety percent (90%)
of the Contract Sum, less such amounts as the Architect shall
determine for incomplete Work and unsettled claims; and
5.7.2 Add, if final completion of the Work is thereafter materially
delayed through no fault of the Contractor, any additional amounts
payable in accordance with Subparagraph 9.10.3 of the General
Conditions.
5.8 Reduction or limitation of retainage, if any, shall be as
follows:
Retainage shall be reduced 5% on completed work at 50%
completion of the project.
ARTICLE 6
FINAL PAYMENT
Final payment, constituting the entire unpaid balance of the
Contract Sum, shall be made by the Owner to the Contractor when (1)
the Contract has been fully performed by the Contractor except for
the Contractor's responsibility to correct nonconforming Work as
provided in Subparagraph 12.2.2 of the General Conditions and to
satisfy other requirements, if any, which necessarily survive final
payment; and (2) a final Certificate for Payment has been issued by
the Architect; such final payment shall be made by the Owner not
more than 30 days after the issuance of the Architect's final
Certificate for Payment, or as follows:
ARTICLE 7
MISCELLANEOUS PROVISIONS
7.1 Where reference is made in this Agreement to a provision of the
General Conditions or another Contract Document, the reference
refers to that provision as amended or supplemented by other
provisions of the Contract Documents.
7.2 Payments due and unpaid after the Contract shall bear interest
from the date payment is due at the rate stated below, or in the
absence thereof, at the legal rate prevailing from time to time at
the place where the Project is located.
7.3 Other provisions:
Provide interim lien waivers from General Contractor and five (5)
largest Subcontractors. Provide final lien affidavit from all
Subcontractors.
ARTICLE 8
TERMINATION OR SUSPENSION
8.1 The Contract may be terminated by the Owner or the Contractor
as provided in Article 14 of the General Conditions.
8.2 The Work may be suspended by the Owner as provided in Article
14 of the General Conditions.
ARTICLE 9
ENUMERATION OF CONTRACT DOCUMENTS
9.1 The Contract Documents, except for Modifications issued after
execution of this Agreement, are enumerated as follows:
9.1.1 The Agreement is this executed Standard Form of Agreement
Between Owner and Contractor, AIA Document A101, 1987 Edition.
9.1.2 The General Conditions are the General Conditions of the
Contract for Construction, AIA Document A201, 1987 Edition.
9.1.3 The Supplementary and other Conditions of the Contract are
those contained in the Project Manual dated November 29, 1996, and
are as follows:
Document Title Pages
9.1.4 The Specifications are those contained in the Project Manual
dated as in Subparagraph 9.1.3, and are as follows:
Section Title Pages
9.1.5 The Drawings are as follows, and are dated November 29, 1996
unless a different date is shown below:
Number Title Date
See Attachments
9.1.6 The Addenda, if any, are as follows:
Number Date Pages
1 12/17/96
2 12/18/96
3 12/19/96
Portions of Addenda relating to bidding requirements are not part
of the Contract Documents unless the bidding requirements are also
enumerated in this Article 9.
<PAGE>
9.1.7 Other documents, if any, forming part of the Contract
Documents are as follows:
Bid Dated 12/23/96
Notes of Clarification Pages 1 & 2
Bid Bond
List of Drawings
Accepted Value Engineering (1/28/97)
This Agreement is entered into as of the day and year first written
above and is executed in at least three original copies of which
one is to be delivered to the Contractor, one to the Architect for
use in the administration of the Contract, and the remainder to the
Owner.
OWNER CONTRACTOR
FIRST GEORGIA COMMUNITY CORP. W. H. BASS, INC.
s/John L. Coleman s/David E. Carr
(Signature) (Signature)
John L. Coleman, President David E. Carr, V.P. Finance
(Printed name and title) (Printed name and title)
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED FINANCIAL STATEMENTS OF FIRST GEORGIA COMMUNITY CORP. FOR THE
THREE-MONTH PERIOD ENDED MARCH 31, 1997 FILED ON FORM 10-QSB AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 7861<F1>
<INT-BEARING-DEPOSITS> 4,239,406
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 0
<ALLOWANCE> 0
<TOTAL-ASSETS> 4,938,047
<DEPOSITS> 0
<SHORT-TERM> 0
<LIABILITIES-OTHER> 75,556
<LONG-TERM> 0
0
0
<COMMON> 5
<OTHER-SE> 5
<TOTAL-LIABILITIES-AND-EQUITY> 4,938,047
<INTEREST-LOAN> 0
<INTEREST-INVEST> 0
<INTEREST-OTHER> 34,785
<INTEREST-TOTAL> 34,785
<INTEREST-DEPOSIT> 0
<INTEREST-EXPENSE> 5,566
<INTEREST-INCOME-NET> 29,219
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 51,010
<INCOME-PRETAX> (21,791)
<INCOME-PRE-EXTRAORDINARY> (21,791)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (21,791)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<YIELD-ACTUAL> 0
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 0
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 0
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
<FN>
<F1>As of March 31, 1997, neither the Company nor First Georgia Community Bank
had commenced their respective operations as a bank holding company or as a
commercial bank, and neither will do so unless final regulatory approvals are
obtained and the Bank is capitalized by the Company with the proceeds from the
Company's stock offering, which is presently still pending.
</FN>
</TABLE>
