<PAGE>
UNITED STATES 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 September 30, 2000
---------------------------
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number: 333-13583
First Georgia Community Corp.
-------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Georgia 58-2261088
------------------------------- ----------------------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
150 Covington Street, Jackson, Georgia 30233
---------------------------------------------
(Address of principal executive offices)
(770) 504-1090
-------------------------------
(Issuer's telephone number)
N/A
--------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the 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
------- -------
State the number of shares outstanding of each of the issuer's classes of common
equity, as of November 1, 2000: 758,458; $5 par value
Transitional Small Business Disclosure Format Yes No X
------- -------
<PAGE>
FIRST GEORGIA COMMUNITY CORP. AND SUBSIDIARY
--------------------------------------------------------------------------------
INDEX
-----
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheet - September 30, 2000.................................................... 3
Consolidated Statements of Income and Comprehensive Income -
Three Months Ended September 30, 2000 and 1999
and Nine Months Ended September 30, 2000 and 1999................................................. 4
Consolidated Statements of Cash Flows - Nine
Months Ended September 30, 2000 and 1999.......................................................... 5
Notes to Consolidated Financial Statements......................................................... 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations........................................... 7
PART II. OTHER INFORMATION
Item 4 - Submission of Matters to a Vote of Security Holders.......................................... 13
Item 6 - Exhibits and Reports on Form 8-K............................................................. 13
Signatures............................................................................................ 14
</TABLE>
2
<PAGE>
PART I - FINANCIAL INFORMATION
FINANCIAL STATEMENTS
FIRST GEORGIA COMMUNITY CORP. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2000
(Unaudited)
<TABLE>
<S> <C>
Assets
------
Cash and due from banks $ 1,575,454
Federal funds sold 5,070,000
Securities available-for-sale, at fair value 8,112,935
Loans held for sale 468,971
Loans 56,053,347
Less allowance for loan losses 866,973
---------------------
Loans, net 55,186,374
---------------------
Premises and equipment 2,151,128
Other assets 2,694,183
---------------------
Total assets $ 75,259,045
=====================
Liabilities and Stockholders' Equity
------------------------------------
Deposits
Demand $ 7,389,083
Interest-bearing demand 14,702,980
Savings 851,000
Time 37,782,289
---------------------
Total deposits 60,725,352
Other borrowings 6,309,484
Other liabilities 495,574
---------------------
Total liabilities 67,530,410
---------------------
Commitments and contingent liabilities
Stockholders' equity
Common stock, par value $5; 10,000,000 shares authorized;
758,458 shares issued and outstanding 3,792,290
Capital surplus 3,754,816
Retained earnings 317,010
Accumulated other comprehensive loss (135,481)
---------------------
Total stockholders' equity 7,728,635
---------------------
Total liabilities and stockholders' equity $ 75,259,045
=====================
</TABLE>
See Notes to Consolidated Financial Statements.
3
<PAGE>
FIRST GEORGIA COMMUNITY CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
AND COMPREHENSIVE INCOME
THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
AND NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
----------------------------------------- ----------------------------------------
2000 1999 2000 1999
------------------- ------------------ ------------------ ------------------
<S> <C> <C> <C> <C>
Interest income
Loans $ 1,412,151 $ 793,913 $ 3,754,364 $ 2,103,374
Taxable securities 122,068 113,852 364,343 316,086
Federal funds sold 84,683 53,478 175,611 130,615
------------------- ------------------ ------------------ ------------------
Total interest income 1,618,902 961,243 4,294,318 2,550,075
------------------- ------------------ ------------------ ------------------
Interest expense
Deposits 756,251 436,171 1,958,182 1,131,052
Other borrowings 79,642 15,209 180,581 15,209
------------------- ------------------ ------------------ ------------------
Total interest expense 835,893 451,380 2,138,763 1,146,261
------------------- ------------------ ------------------ ------------------
Net interest income 783,009 509,863 2,155,555 1,403,814
Provision for loan losses 90,000 63,500 236,000 164,500
------------------- ------------------ ------------------ ------------------
Net interest income after
provision for loan losses 693,009 446,363 1,919,555 1,239,314
------------------- ------------------ ------------------ ------------------
Other operating income 120,673 73,766 326,799 186,456
------------------- ------------------ ------------------ ------------------
Other expenses
Salaries and employee benefits 238,196 188,504 709,106 547,041
Occupancy and equipment expenses 66,656 60,966 190,405 178,340
Other operating expenses 214,993 145,765 629,523 429,779
------------------- ------------------ ------------------ ------------------
Total other expenses 519,845 395,235 1,529,034 1,155,160
------------------- ------------------ ------------------ ------------------
Net income before income taxes 293,837 124,894 717,320 270,610
Income tax expense 68,700 0 163,400 0
------------------- ------------------ ------------------ ------------------
Net income 225,137 124,894 553,920 270,610
------------------- ------------------ ------------------ ------------------
Other comprehensive income (loss):
Unrealized gains (losses) on securities
available-for-sale arising during period 69,965 (46,144) 77,980 (238,786)
------------------- ------------------ ------------------ ------------------
Comprehensive income $ 295,102 $ 78,750 $ 631,900 $ 31,824
=================== ================== ================== ==================
Basic and diluted earnings
per common share $ 0.30 $ 0.16 $ 0.73 $ 0.36
=================== ================== ================== ==================
Weighted average shares outstanding 758,458 758,458 758,458 758,458
=================== ================== ================== ==================
Cash dividends per common share $ 0 $ 0 $ 0 $ 0
=================== ================== ================== ==================
</TABLE>
See Notes to Consolidated Financial Statements.
4
<PAGE>
FIRST CEORGIA COMMUNITY CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(Unaudited)
<TABLE>
<CAPTION>
2000 1999
------------------------ -------------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 553,920 $ 270,610
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 100,682 93,915
Net increase in loans held for sale (385,082) 0
Provision for loan losses 236,000 164,500
Increase in interest receivable (263,672) (131,786)
Increase in interest payable 102,439 61,944
Other operating activities 38,961 37,890
------------------------ -------------------------
Net cash provided by operating activities 383,248 497,073
------------------------ -------------------------
INVESTING ACTIVITIES
Purchases of securities available-for-sale (198,825) (3,060,000)
Proceeds from maturities of securities available-for-sale 0 505,042
Net (increase) decrease in Federal funds sold (2,680,000) 590,000
Net increase in loans (15,696,609) (10,289,800)
Purchase of premises and equipment (55,426) (71,031)
------------------------ -------------------------
Net cash used in investing activities (18,630,860) (12,325,789)
------------------------ -------------------------
FINANCING ACTIVITIES
Net increase in deposits 12,539,331 11,637,112
Repayment of other borrowings (5,230) 0
Proceeds from other borrowings 4,550,000 1,750,000
------------------------ -------------------------
Net cash provided by financing activities 17,084,101 13,387,112
------------------------ -------------------------
Net increase (decrease) in cash and due from banks (1,163,511) 1,558,396
Cash and due from banks, beginning of period 2,738,965 675,969
------------------------ -------------------------
Cash and due from banks, end of period $ 1,575,454 $ 2,234,365
======================== =========================
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during period for interest $ 2,036,324 $ 1,084,317
NONCASH TRANSACTION
Net unrealized (gains) losses on securities available-for-sale $ (118,150) $ 238,786
</TABLE>
See Notes to Consolidated Financial Statements.
5
<PAGE>
FIRST GEORGIA COMMUNITY CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. BASIS OF PRESENTATION
The consolidated financial information for First Georgia Community
Corp. (the "Company") 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 statement of results for the interim period.
The results of operations for the three and nine month periods ended
September 30, 2000 are not necessarily indicative of the results to be
expected for the full year.
NOTE 2. CURRENT ACCOUNTING DEVELOPMENTS
In June 1998, the Financial Accounting Standards Board issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities".
The effective date of this statement has been deferred by SFAS No. 137
until fiscal years beginning after June 15, 2000. However, the
statement permits early adoption as of the beginning of any fiscal
quarter after its issuance. The Company expects to adopt this
statement effective January 1, 2001. SFAS No. 133 requires the Company
to recognize all derivatives as either assets or liabilities in the
balance sheet at fair value. For derivatives that are not designated
as hedges, the gain or loss must be recognized in earnings in the
period of change. For derivatives that are designated as hedges,
changes in the fair value of the hedged assets, liabilities, or firm
commitments must be recognized in earnings or recognized in other
comprehensive income until the hedged item is recognized in earnings,
depending on the nature of the hedge. The ineffective portion of a
derivative's change in fair value must be recognized in earnings
immediately. Management has not yet determined what effect the
adoption of SFAS No. 133 will have on the Company's earnings or
financial position.
There are no other accounting pronouncements that have had, or are
expected to have, a material effect on the Company's financial
statements.
6
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following is management's discussion and analysis of certain
significant factors which have affected the financial position and
operating results of the Company and its bank subsidiary, First
Georgia Community Bank (the "Bank"), during the periods included in
the accompanying consolidated financial statements.
SPECIAL CAUTIONARY NOTICE REGARDING FORWARD LOOKING STATEMENTS
Certain of the statements made herein under the caption "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" ("MD&A") are forward-looking statements for purposes of
the Securities Act of 1933, as amended (the "Securities Act") and the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
as such may involve known and unknown risks, uncertainties and other
factors which may cause the actual results, performance or
achievements of the Company to be materially different from future
results, performance or achievements expressed or implied by such
forward-looking statements. Such forward looking statements include
statements using the words such as "may," "will," "anticipate,"
"should," "would," "believe," "contemplate," "expect," "estimate,"
"continue," "may," "intend," or other similar words and expressions of
the future. Our actual results may differ significantly from the
results we discuss in these forward-looking statements.
These forward-looking statements involve risks and uncertainties and
may not be realized due to a variety of factors, including, without
limitation: the effects of future economic conditions; governmental
monetary and fiscal policies, as well as legislative and regulatory
changes; the risks of changes in interest rates on the level and
composition of deposits, loan demand, and the values of loan
collateral, securities, and other interest-sensitive assets and
liabilities; interest rate risks; the effects of competition from
other commercial banks, thrifts, mortgage banking firms, consumer
finance companies, credit unions, securities brokerage firms,
insurance companies, money market and other mutual funds and other
financial institutions operating in the Company's market area and
elsewhere, including institutions operating regionally, nationally,
and internationally, together with such competitors offering banking
products and services by mail, telephone, computer, and the Internet.
Liquidity and Capital Resources
As of September 30, 2000, the liquidity ratio of the Company, as
determined under guidelines established by regulatory authorities, was
satisfactory. Management considers the Company's liquidity to be
adequate to meet operating and loan funding requirements. The
liquidity ratio (i.e. cash, short-term assets and marketable assets
divided by deposits and other borrowings) for the Company was
approximately 19%. As the Company grows, management will continue to
monitor liquidity and make adjustments as deemed necessary.
7
<PAGE>
At September 30, 2000, the capital ratios of the Company and the Bank
were adequate based on regulatory minimum capital requirements. The
minimum capital requirements and the actual capital ratios for the
Company and the Bank are as follows:
<TABLE>
<CAPTION>
Actual
--------------------------------
First First
Georgia Georgia Regulatory
Community Community Minimum
Corp. Bank Requirement
-------------- -------------- ---------------
<S> <C> <C> <C>
Leverage capital ratios 10.89% 9.62% 4.00%
Risk-based capital ratios:
Core capital 12.71 11.23 4.00
Total capital 13.96 12.48 8.00
</TABLE>
Financial Condition
Following is a summary of the Company's balance sheets for the periods
indicated:
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999 Increase (Decrease)
------------------ ----------------- --------------------------------
(Dollars in Thousands) Amount Percent
--------------------------------------- -------------- --------------
<S> <C> <C> <C> <C>
Cash and due from banks $ 1,576 $ 2,739 $ (1,163) (42.48)%
Federal funds sold 5,070 2,390 2,680 112.13
Securities 8,113 7,796 317 4.07
Loans, net 55,186 39,726 15,460 38.92
Loans held for sale 469 84 385 459.04
Premises and equipment 2,151 2,196 (45) (2.06)
Other assets 2,694 2,403 291 12.12
------------------ ----------------- --------------
$ 75,259 $ 57,334 $ 17,925 31.26
================== ================= ==============
Deposits $ 60,725 $ 48,186 $ 12,539 26.02%
Other borrowings 6,310 1,765 4,545 257.54
Other liabilities 495 286 209 73.05
Stockholders' equity 7,729 7,097 632 8.90
------------------ ----------------- --------------
$ 75,259 $ 57,334 $ 17,925 31.26
================== ================= ==============
</TABLE>
As indicated in the above table, the Company's total assets grew at a rate of
31.26%. Deposit growth of $12,539,000 and increased other borrowings of
$4,545,000 were used to fund loan growth with the remainder invested primarily
in Federal funds sold. The Company is using other borrowings as an alternative
funding mechanism to deposits. The Company's loan to deposit ratio has increased
from 83.73% at December 31, 1999 to 92.31% at September 30, 2000, indicating
continued strong loan demand in the Company's primary market area of Butts
County. Stockholders' equity has increased by $632,000 due to net income of
$554,000 and decreases of $78,000 in unrealized losses on securities
available-for-sale.
8
<PAGE>
Results of Operations for the Three Months Ended September 30, 2000 and 1999 and
for the Nine Months Ended September 30, 2000 and 1999
Following is a summary of the Company's operations for the periods indicated.
<TABLE>
<CAPTION>
Three Months Ended
-------------------------------
2000 1999 Increase (Decrease)
--------------- ------------- ----------------------------------
(Dollars in Thousands) Amount Percent
------------------------------- --------------- ----------------
<S> <C> <C> <C> <C>
Interest income $ 1,619 $ 961 $ 658 68.42 %
Interest expense 836 451 385 85.19
--------------- ------------- ---------------
Net interest income 783 510 273 53.57
Provision for loan losses 90 64 26 41.73
Other income 121 74 47 63.59
Other expense 520 395 125 31.53
--------------- ------------- ---------------
Pretax income 294 125 169 135.27
Income taxes 69 - 69 -
--------------- ------------- ---------------
Net income $ 225 $ 125 $ 100 80.26
=============== ============= ===============
<CAPTION>
Nine Months Ended
-------------------------------
2000 1999 Increase (Decrease)
--------------- ------------- ----------------------------------
(Dollars in Thousands) Amount Percent
------------------------------- --------------- ----------------
<S> <C> <C> <C> <C>
Interest income $ 4,294 $ 2,550 $ 1,744 68.40 %
Interest expense 2,139 1,146 993 86.59
--------------- ------------- ---------------
Net interest income 2,155 1,404 751 53.55
Provision for loan losses 236 165 71 43.47
Other income 327 186 141 75.27
Other expense 1,529 1,155 374 32.37
--------------- ------------- ---------------
Pretax income 717 270 447 165.07
Income taxes 163 - 163 -
--------------- ------------- ---------------
Net income $ 554 $ 270 $ 284 104.69
=============== ============= ===============
</TABLE>
As indicated in the above tables, the Company's net interest income has
increased by $273,000 and $751,000 for the third quarter and first nine months
of 2000 as compared to the same periods in 1999. The Company's net interest
margin increased to 4.77% during the first nine months of 2000 as compared to
4.66% for the first nine months of 1999 and 4.60% for the entire year of 1999.
The increase in net interest income and net interest margin is due primarily to
the increased volume of average loans. The Company has been able to offset
higher interest rates paid on deposits with higher yields earned on loans.
9
<PAGE>
The provision for loan losses increased by $26,000 and $71,000 for the third
quarter and first nine months of 2000 as compared to the same periods in 1999.
The amounts provided are due primarily to loan growth and inherent risk in the
loan portfolio. The Company's allowance for loan losses as a percentage of total
loans amounted to 1.55% and 1.54% at September 30, 2000 and December 31, 1999,
respectively. The allowance for loan losses is maintained at a level that is
deemed appropriate by management to adequately cover all known and inherent
risks in the loan portfolio. Management's evaluation of the loan portfolio
includes a continuing review of loan loss experience, current economic
conditions which may affect the borrower's ability to repay, and the underlying
collateral value.
Information with respect to nonaccrual, past due, and restructured loans at
September 30, 2000 and 1999 is as follows:
<TABLE>
<CAPTION>
September 30,
----------------------------------
2000 1999
----------------------------------
(Dollars in Thousands)
----------------------------------
<S> <C> <C>
Nonaccrual loans $ 69 $ 0
Loans contractually past due ninety days or more as to interest
or principal payments and still accruing 0 5
Restructured loans 0 0
Loans, now current about which there are serious doubts as to the
ability of the borrower to comply with loan repayment terms 0 0
Interest income that would have been recorded on nonaccrual
and restructured loans under original terms 1 0
Interest income that was recorded on nonaccrual and restructured loans 0 0
</TABLE>
It is the policy of the Bank to discontinue the accrual of interest income when,
in the opinion of management, collection of such interest becomes doubtful. This
status is accorded such interest when (1) there is a significant deterioration
in the financial condition of the borrower and full repayment of principal and
interest is not expected and (2) the principal or interest is more than ninety
days past due, unless the loan is both well-secured and in the process of
collection.
Loans classified for regulatory purposes as loss, doubtful, substandard, or
special mention that have not been included in the table above do not represent
or result from trends or uncertainties which management reasonably expects will
materially impact future operating results, liquidity or capital resources.
These classified loans do not represent material credits about which management
is aware of any information which causes management to have serious doubts as to
the ability of such borrowers to comply with the loan repayment terms.
10
<PAGE>
Information regarding certain loans and allowance for loan loss data through
September 30, 2000 and 1999 is as follows:
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
----------------------------------
2000 1999
--------------- ----------------
(Dollars in Thousands)
----------------------------------
<S> <C> <C>
Average amount of loans outstanding $ 48,332 $ 29,451
=============== ================
Balance of allowance for loan losses at beginning of period $ 620 $ 434
--------------- ----------------
Loans charged off
Commercial and financial $ - $ -
Real estate mortgage - -
Instalment 1 3
--------------- ----------------
1 3
--------------- ----------------
Loans recovered
Commercial and financial - -
Real estate mortgage - -
Instalment 12 1
--------------- ----------------
12 1
--------------- ----------------
Net charge-offs (recoveries) (11) 2
--------------- ----------------
Additions to allowance charged to operating expense during period 236 165
--------------- ----------------
Balance of allowance for loan losses at end of period $ 867 $ 597
=============== ================
Ratio of net loans charged off during the period to
average loans outstanding (.02)% .01%
=============== ================
</TABLE>
Other income increased by $47,000 and $141,000 for the third quarter and first
nine months of 2000 as compared to the same periods in 1999 due primarily to
increases in service charges on deposit accounts and income associated with the
increase in cash surrender value of life insurance policies on directors and
executive officers.
Other expenses have increased by $125,000 and $374,000 for the third quarter and
first nine months of 2000 as compared to the same periods in 1999. Increased
salaries and employee benefits and increased other operating expenses accounted
for the majority of the increases. Salaries and employee benefits have increased
due to an increase in the number of full time equivalent employees to 22 at
September 30, 2000 from 16 at September 30, 1999 and to normal salary increases.
Increased deferred compensation expense and overall deposit and asset growth
have caused the increases in other operating expenses.
The Company recorded income tax provisions of $69,000 and $163,000 for the third
quarter and first nine months of 2000 due to the Company becoming cumulatively
profitable in the second quarter of 2000 and the complete utilization of its net
operating loss carryover.
11
<PAGE>
The Company is not aware of any known trends, events or uncertainties, other
than the effect of events as described above, that will have or are reasonably
likely to have a material effect on its liquidity, capital resources or
operations. The Company is also not aware of any current recommendations by the
regulatory authorities which, if they were implemented, would have such an
effect.
12
<PAGE>
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
27. Financial Data Schedule (for SEC use only).
(b) Reports on Form 8-K.
None.
13
<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.
FIRST GEORGIA COMMUNITY CORP.
(Registrant)
DATE: November 10, 2000 BY: /s/ John L. Coleman
------------------- ----------------------------------
John L. Coleman, President and C.E.O.
(Principal Executive Officer)
DATE: November 10, 2000 BY: /s/ Elaine S. Kendrick
------------------- ----------------------------------
Elaine S. Kendrick, Secretary and Treasurer
(Principal Financial and Accounting Officer)
14
