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 June 30, 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
August 12, 1997 was 758,458 shares of common stock.
Transitional Small Business Disclosure Format (check one):
Yes No X
Page 1 of 12
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>
PART I - FINANCIAL INFORMATION
FINANCIAL STATEMENTS
FIRST GEORGIA COMMUNITY CORP.
(A Development Stage Company)
BALANCE SHEET
JUNE 30, 1997
(Unaudited)
Assets
<TABLE>
<S> <C>
Cash $ 9,235
Interest-bearing deposits in banks 6,070,000
Deferred stock issue and organization
costs 101,708
Premises and equipment 1,258,973
Other assets 31,919
Total Assets $ 7,471,835
Liabilities and Stockholder's Equity (Deficit)
Stock subscription deposits $ 7,541,930
Advances from organizers 50,000
Other liabilities 6,973
Total liabilities 7,598,903
Commitments and contingent liabilities
Stockholder's Equity (deficit)
Common stock, par value $5;
10,000,000 shares authorized;
1 share issued and outstanding 5
Capital surplus 5
Deficit accumulated during the
development stage (127,078)
Total stockholder's equity
(deficit) 127,068)
Total liabilities and stockholder's
equity (deficit) $ 7,471,835
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
FIRST GEORGIA COMMUNITY CORP.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
Period from
Inception
Three Six (March 15
Months Months 1996)
Ended Ended Though
June 30, June 30, June 30,
1997 1997 1997
<TABLE>
<S> <C> <C> <C>
Interest Income $ 64,911 $ 99,696 $ 100,157
Expenses
Interest expense 1,425 6,991 11,514
Salaries and other
employee benefits 44,042 89,119 170,478
Occupancy and
equipment expenses 6,524 6,524 6,524
Other operating
expenses 23,418 29,351 38,719
Total expenses 75,409 131,985 227,235
Net loss $(10,498) $(32,289) $(127,078)
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
FIRST GEORGIA COMMUNITY CORP.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(Unaudited)
Period from
Inception
(March 15,
Six Months 1996)
Ended Through
June 30, June 30,
1997 1997
<TABLE>
<S> <C> <C>
OPERATING ACTIVITIES
Net loss $ (32,289) $ (127,078)
Adjustments to reconcile
net loss to net cash
used in operating activities:
Other operating activities (15,049) (24,946)
Net cash used in
operating activities (47,338) (152,024)
INVESTING ACTIVITIES
Net increase in interest-
bearing deposits in banks (6,070,000) (6,070,000)
Purchase of premises and
equipment (1,092,852) (1,258,973)
Net cash used in investing
activities (7,162,852) (7,328,973)
FINANCING ACTIVITIES
Proceeds from sale of
organizational shares - 10
Proceeds from (repayment
of) advances from organizers (315,800) 50,000
Net proceeds from common stock
subscriptions 7,069,128 7,440,222
Net cash provided by financing
activities 6,753,328 7,490,232
Net increase (decrease) in cash (456,862) 9,235
Cash, beginning of period 466,097 -
Cash, end of period $ 9,235 $ 9,235
SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION
Cash paid for interest $ 6,991 $ 11,514
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
FIRST GEORGIA COMMUNITY CORP.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. NATURE OF BUSINESS AND BASIS OF PRESENTATION
First Georgia Community Corp. (the "Company") was incorporated on
August 7, 1996, for the purpose of becoming a bank holding company for First
Georgia Community Bank (the "Bank"). At June 30, 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 for 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 in September 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 financial information included herein is unaudited; however,
such information reflects all adjustments (consisting solely of normal
recurring adjustments) which are, in the opinion of management, necessary
for a fair presentation.
The results of operations for the six month period ended June 30,
1997 are not necessarily indicative of the results to be expected for the
full year.
NOTE 2. COMMON STOCK OFFERING
The Company filed a Registration Statement on Form SB-2 with the
Securities and Exchange Commission to register an offering for sale of 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. The Company has completed its stock
offering, raising $7,584,580 by selling 758,458 shares. The Company broke
escrow and began issuing its stock as of July 7, 1997. All conditions to
break escrow were met by June 30, 1997.
<PAGE>
FIRST GEORGIA COMMUNITY CORP.
(A Development Stage Company)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATION
The Company, through its subsidiary 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
the 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 cashier's 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.
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.
<PAGE>
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 --
27.1 Financial Data Schedule: As of
June 30, 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
has been completed as of July 7, 1997. 11
____________________
*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
A report on Form 8-K, dated as of July 28, 1997, was filed
on August 1, 1997, reporting the change of principal accountant
for the Registrant. Subsequently, an amended report on Form
8-K, dated as of July 28, 1997, was filed on August 12, 1997,
adding the letter from the former principal accountant required
by Item 304 of Regulation S-K to said report as an exhibit.
<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 August 15, 1997.
GEORGIA COMMUNITY CORP.
(Registrant)
Date: August 15, 1997 s/John L. Coleman
John L. Coleman, President and
C.E.O.
Date: August 15, 1997 s/Harry Lewis
Harry Lewis, Corporate Secretary
and C.A.O./C.F.O.
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED FINANCIAL STATEMETNS OF FIRST GEORGIA COMMUNITY CORP. FOR THE SIX-
MONTH PERIOD ENDED JUNE 30, 1997 FILED ON FORM 10-QSB AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 9,235<F1>
<INT-BEARING-DEPOSITS> 6,070,000
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 0
<ALLOWANCE> 0
<TOTAL-ASSETS> 7,471,835
<DEPOSITS> 0
<SHORT-TERM> 50,000
<LIABILITIES-OTHER> 7,548,903<F2>
<LONG-TERM> 0
0
0
<COMMON> 5
<OTHER-SE> (127,073)
<TOTAL-LIABILITIES-AND-EQUITY> 7,471,835
<INTEREST-LOAN> 0
<INTEREST-INVEST> 0
<INTEREST-OTHER> 99,696
<INTEREST-TOTAL> 99,696
<INTEREST-DEPOSIT> 0
<INTEREST-EXPENSE> 6,991
<INTEREST-INCOME-NET> 92,705
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 124,994
<INCOME-PRETAX> (32,289)
<INCOME-PRE-EXTRAORDINARY> (32,289)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (32,289)
<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 June 30, 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 has been completed.
<F2>The amount shown for liabilities of the Company includes $7,541,930 of
stock subscription deposits which were released from escrow on July 7, 1997.
</FN>
</TABLE>
