<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 March 31, 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 May 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>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheet - March 31, 2000............................................... 3
Consolidated Statements of Income and
Comprehensive Income - Three Months Ended
March 31, 2000 and 1999.................................................................. 4
Consolidated Statements of Cash Flows - Three
Months Ended March 31, 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................................ 12
Item 6 - Exhibits and Reports on Form 8-K................................................... 12
Signatures.................................................................................. 13
</TABLE>
2
<PAGE>
PART I - FINANCIAL INFORMATION
FINANCIAL STATEMENTS
FIRST GEORGIA COMMUNITY CORP. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
MARCH 31, 2000
(Unaudited)
<TABLE>
<CAPTION>
Assets
------
<S> <C>
Cash and due from banks $ 1,953,526
Federal funds sold 3,520,000
Securities available-for-sale, at fair value 7,913,650
Loans held for sale 372,472
Loans 46,409,222
Less allowance for loan losses 693,938
---------------------
Loans, net 45,715,284
Premises and equipment 2,195,260
Other assets 2,581,064
---------------------
Total assets $ 64,251,256
=====================
<CAPTION>
Liabilities and Stockholders' Equity
------------------------------------
<S> <C>
Deposits
Noninterest-bearing demand $ 5,857,728
Interest-bearing demand 15,689,416
Savings 947,346
Time 29,799,745
---------------------
Total deposits 52,294,235
Other borrowings 4,312,773
Other liabilities 390,920
---------------------
Total liabilities 56,997,928
---------------------
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
Accumulated deficit (89,698)
Accumulated other comprehensive loss (204,080)
---------------------
Total stockholders' equity 7,253,328
---------------------
Total liabilities and stockholders' equity $ 64,251,256
=====================
</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 MARCH 31, 2000 AND 1999
(Unaudited)
<TABLE>
<CAPTION>
2000 1999
-------------------- --------------------
<S> <C> <C>
Interest income
Loans $ 1,091,558 $ 610,220
Taxable securities 119,872 85,415
Federal funds sold 35,924 45,157
-------------------- --------------------
Total interest income 1,247,354 740,792
-------------------- --------------------
Interest expense
Deposits 561,917 326,207
Other borrowings 34,535 -
-------------------- --------------------
Total interest expense 596,452 326,207
-------------------- --------------------
Net interest income 650,902 414,585
Provision for loan losses 68,000 46,000
-------------------- --------------------
Net interest income after provision for loan losses 582,902 368,585
-------------------- --------------------
Other operating income 95,595 55,534
-------------------- --------------------
Other expenses
Salaries and other employee benefits 233,188 178,074
Occupancy and equipment expenses 59,145 59,692
Other operating expenses 200,453 116,333
-------------------- --------------------
Total other expenses 492,786 354,099
-------------------- --------------------
Income before income taxes 185,711 70,020
Income tax expense 38,500 -
-------------------- --------------------
Net income 147,211 70,020
-------------------- --------------------
Other comprehensive income (loss), net of tax:
Unrealized gains (losses) on securities available-for-sale
arising during period, net of tax 9,380 (62,077)
-------------------- --------------------
Comprehensive income $ 156,591 $ 7,943
==================== ====================
Basic and diluted earnings per common share $ 0.19 $ 0.09
==================== ====================
Cash dividends per share of common stock $ - $ -
==================== ====================
</TABLE>
See Notes to Consolidated Financial Statements.
4
<PAGE>
FIRST GEORGIA COMMUNITY CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(Unaudited)
<TABLE>
<CAPTION>
2000 1999
---------------------- -----------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 147,211 $ 70,020
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation 32,401 31,429
Net increase in loans held for sale (288,583) 0
Provision for loan losses 68,000 46,000
Increase in interest receivable (119,655) (46,012)
Increase in interest payable 45,316 32,392
Other operating activities (4,128) 63,753
---------------------- -----------------------
Net cash provided by (used in) operating activities (119,438) 197,582
---------------------- -----------------------
INVESTING ACTIVITIES
Purchases of securities available-for-sale (103,478) (2,004,016)
Proceeds from maturities of securities available-for-sale - 443,812
Net increase in Federal funds sold (1,130,000) (260,000)
Net increase in loans (6,057,519) (3,585,397)
Purchase of premises and equipment (31,277) (21,565)
---------------------- -----------------------
Net cash used in investing activities (7,322,274) (5,427,166)
---------------------- -----------------------
FINANCING ACTIVITIES
Net increase in deposits 4,108,214 5,656,947
Repayment of other borrowings (1,941)
Proceeds from other borrowings 2,550,000 -
---------------------- -----------------------
Net cash provided by financing activities 6,656,273 5,656,947
---------------------- -----------------------
Net increase (decrease) in cash and due from banks (785,439) 427,363
Cash and due from banks, beginning of period 2,738,965 675,969
---------------------- -----------------------
Cash and due from banks, end of period $ 1,953,526 $ 1,103,332
====================== =======================
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for:
Interest $ 551,136 $ 293,815
Income taxes $ - $ -
NONCASH TRANSACTIONS
Unrealized (gains) losses on securities available-for-sale $ (14,212) $ 62,077
</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 month period ended March 31, 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 March 31, 2000, the liquidity ratio of the Bank, as determined under
guidelines established by regulatory authorities, was satisfactory.
7
<PAGE>
At March 31, 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
Community Community Regulatory
Corp. Bank Requirement
-------------- -------------- ---------------
<S> <C> <C> <C>
Leverage capital ratios 12.68 % 11.18 % 4.00 %
Risk-based capital ratios:
Core capital 14.19 12.51 4.00
Total capital 15.44 13.76 8.00
</TABLE>
Financial Condition
Following is a summary of the Company's balance sheets for the periods
indicated:
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999 Increase (Decrease)
-------------- ---------------- --------------------------------
(Dollars in Thousands) Amount Percent
----------------------------------- -------------- --------------
<S> <C> <C> <C> <C>
Cash and due from banks $ 1,954 $ 2,739 $ (785) (28.66)%
Federal funds sold 3,520 2,390 1,130 47.28
Securities 7,914 7,796 118 1.51
Loans 45,715 39,726 5,989 15.08
Loans held for sale 372 84 288 342.86
Premises and equipment 2,195 2,196 (1) (0.05)
Other assets 2,581 2,403 178 7.41
-------------- ---------------- --------------
$ 64,251 $ 57,334 $ 6,917 12.06
============== ================ ==============
Deposits $ 52,294 $ 48,186 $ 4,108 8.53 %
Other borrowings 4,313 1,765 2,548 144.36
Other liabilities 391 286 105 36.71
Stockholders' equity 7,253 7,097 156 2.20
-------------- ---------------- --------------
$ 64,251 $ 57,334 $ 6,917 12.06
============== ================ ==============
</TABLE>
As indicated in the above table, the Company's total assets grew at a rate of
12.06%. This continued high rate of growth is not uncommon for a de novo bank.
Deposit growth of $4,108,000 and increased other borrowings of $2,548,000 were
used to fund loan growth with the remainder invested primarily in Federal funds
sold. The Company's loan to deposit ratio has increased from 83.73% at December
31, 1999 to 88.75% at March 31, 2000 indicating continued strong loan demand in
the Company's primary market area of Butts County.
8
<PAGE>
Results of Operations For The Three Months Ended March 31, 2000 and 1999
Following is a summary of the Company's operations for the periods indicated.
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-------------------------------
2000 1999 Increase (Decrease)
--------------- ------------- -----------------------------------
(Dollars in Thousands) Amount Percent
------------------------------- --------------- -----------------
<S> <C> <C> <C> <C>
Interest income $ 1,247 $ 741 $ 506 68.29 %
Interest expense 596 326 270 82.82
--------------- ------------- ---------------
Net interest income 651 415 236 56.87
Provision for loan losses 68 46 22 47.83
Other income 96 55 41 74.55
Other expense 493 354 139 39.27
--------------- ------------- ---------------
Pretax income 186 70 116 165.71
Income taxes 39 - 39 -
--------------- ------------- ---------------
Net income 147 70 77 110.00
=============== ============= ===============
</TABLE>
As indicated in the above table, the Company's net interest income has increased
by $236,000 during the first quarter of 2000 as compared to the same period in
1999. The Company's net interest margin increased to 4.91% during the first
quarter of 2000 as compared to 4.60% during the first quarter of 1999 and 4.60%
for the entire year of 1999. The increase in net interest income and net
interest margin are due primarily to the increased volume of average loans
outstanding.
The provision for loan losses increased by $22,000 during the first quarter of
2000 as compared to the same period in 1999. The amounts provided are due
primarily to loan growth and inherent risk in the loan portfolio. The Company's
reserve for loan losses amounted to 1.50% at March 31, 2000 as compared to 1.54%
at December 31, 1999. 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.
9
<PAGE>
Information with respect to nonaccrual, past due and restructured loans at March
31, 2000 and 1999 is as follows:
<TABLE>
<CAPTION>
March 31,
----------------------------------
2000 1999
----------------------------------
(Dollars in Thousands)
----------------------------------
<S> <C> <C>
Nonaccrual loans $ 0 $ 0
Loans contractually past due ninety days or more as to interest
or principal payments and still accruing 0 0
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 0 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
March 31, 2000 and 1999 is as follows:
<TABLE>
<CAPTION>
Three Months Ended
March 31,
----------------------------------
2000 1999
--------------- ----------------
(Dollars in Thousands)
----------------------------------
<S> <C> <C>
Average amount of loans outstanding $ 42,795 $ 26,010
=============== ================
Balance of allowance for loan losses at beginning of period $ 620 $ 434
--------------- ----------------
Loans charged off
Commercial and financial $ - $ -
Real estate mortgage - -
Instalment - -
--------------- ----------------
- -
--------------- ----------------
Loans recovered
Commercial and financial - -
Real estate mortgage - -
Installment 6 -
--------------- ----------------
6 -
--------------- ----------------
Net charge-offs (6) -
--------------- ----------------
Additions to allowance charged to operating expense during period 68 46
--------------- ----------------
Balance of allowance for loan losses at end of period $ 694 $ 480
=============== ================
Ratio of net loans charged off during the period to
average loans outstanding -% -%
=============== ================
</TABLE>
Other income has increased during the first quarter of 2000 as compared to the
same period in 1999 by $41,000 due primarily to increased service charges on
deposit accounts of $6,000 and income of $24,000 associated with the increase in
cash surrender value of life insurance policies on directors and executive
officers.
Other expenses increased during the first quarter of 2000 as compared to the
same period in 1999 by $139,000 due primarily to increased salaries and employee
benefits of $55,000, ATM processing expense of $11,000, and deferred
compensation expense of $16,000. Salaries and employee benefits have increased
due to an increase in the number of full time equivalent employees to 22 at
March 31, 2000 from 16 at March 31, 1999 and to normal salary increases.
The Company recorded its initial income tax provision of $39,000 during the
first quarter of 2000 due to the anticipated utilization of the net operating
loss carryover during 2000.
Overall net income has increased by $77,000 during the first quarter of 2000 as
compared to the same period in 2000 due primarily to increased net interest
income of $236,000 and increased operating expenses of $139,000.
11
<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.
12
<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: May 12, 2000 BY: /s/ John L. Coleman
------------ --------------------------------------------
John L. Coleman, President and C.E.O.
(Principal Executive Officer)
DATE: May 12, 2000 BY: /s/ Elaine S. Kendrick
------------ --------------------------------------------
Elaine S. Kendrick, Secretary and Treasurer
(Principal Financial and Accounting Officer)
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 1,953,526
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 3,520,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 7,913,650
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 46,409,222
<ALLOWANCE> 693,938
<TOTAL-ASSETS> 64,251,256
<DEPOSITS> 52,294,235
<SHORT-TERM> 0
<LIABILITIES-OTHER> 390,920
<LONG-TERM> 4,312,773
0
0
<COMMON> 3,792,290
<OTHER-SE> 3,461,038
<TOTAL-LIABILITIES-AND-EQUITY> 64,251,256
<INTEREST-LOAN> 1,091,558
<INTEREST-INVEST> 119,872
<INTEREST-OTHER> 35,924
<INTEREST-TOTAL> 1,247,354
<INTEREST-DEPOSIT> 561,917
<INTEREST-EXPENSE> 596,452
<INTEREST-INCOME-NET> 650,902
<LOAN-LOSSES> 68,000
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 492,786
<INCOME-PRETAX> 185,711
<INCOME-PRE-EXTRAORDINARY> 147,211
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 147,211
<EPS-BASIC> 0.19
<EPS-DILUTED> 0.19
<YIELD-ACTUAL> 4.91
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 620,000
<CHARGE-OFFS> 0
<RECOVERIES> 6
<ALLOWANCE-CLOSE> 694,000
<ALLOWANCE-DOMESTIC> 694,000
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
