<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
[X] Quarterly Report Under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended June 30, 1999
[ ] Transition Report Pursuant to 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from to
------ ------
Commission File Number 0-22891.
-------
GEORGIA-CAROLINA BANCSHARES, INC.
---------------------------------
(Exact name of small business issuer as specified in its charter)
GEORGIA 58-2326075
------- ----------
(State or other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
110 East Hill Street, Thomson, Georgia 30824
--------------------------------------------
(Address of Principal Executive Offices)
Issuers Telephone Number (706) 595-1600
--------------
- ---------------------------------------------------------------------------
(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 the latest practicable date.
Class Outstanding at August 9, 1999
- ---------------------------- -----------------------------
Common Stock, $.001 Par Value 931,750 shares
Transitional Small Business Disclosure Format: Yes [ ] No [X]
<PAGE> 2
GEORGIA-CAROLINA BANCSHARES, INC.
Form 10-QSB
Index
<TABLE>
<CAPTION>
<S> <C>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheet as of June 30, 1999 1
Condensed Consolidated Statements of Income for the
Three Months Ended June 30, 1999 and 1998, and the
Six Months Ended June 30, 1999 and 1998 2
Condensed Consolidated Statements of Comprehensive Income for
the Three Months Ended June 30, 1999 and 1998, and the
Six Months Ended June 30, 1999 and 1998 3
Condensed Consolidated Statements of Cash Flows for the Six
Months Ended June 30, 1999 and 1998 4
Notes to Condensed Consolidated Financial Statements 5
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 11
Item 6. Exhibits and Reports on Form 8-K 11
SIGNATURES 12
Index to Exhibits 13
</TABLE>
<PAGE> 3
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
GEORGIA-CAROLINA BANCSHARES, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
JUNE 30, 1999
(UNAUDITED)
(dollars in thousands)
<TABLE>
<CAPTION>
<S> <C>
ASSETS
Cash and due from banks $ 1,230
Federal funds sold 4,570
Interest-bearing deposits in banks --
Securities available-for-sale 12,877
Loans, net of allowance for loan losses of $920 30,360
Bank premises and fixed assets 3,622
Accrued interest receivable 402
Deferred tax benefit 349
Other assets 150
---------
TOTAL ASSETS $ 53,560
=========
LIABILITIES AND SHAREHOLDERS' EQUITY
DEPOSITS:
Non-interest bearing $ 4,824
Interest-bearing:
NOW accounts 7,353
Savings 2,417
Money market accounts 6,968
Time deposits of $100,000, and over 4,816
Other time deposits 15,878
---------
TOTAL DEPOSITS 42,256
Accrued expenses and other liabilities 395
---------
TOTAL LIABILITIES $ 42,651
=========
SHAREHOLDERS' EQUITY:
Common stock, par value $.001; 9,000,000 shares authorized;
931,750 shares issued and outstanding $ 1
Preferred stock, par value $.001; 1,000,000 shares authorized; none issued --
Additional paid-in capital 10,187
Retained earnings 970
Accumulated other comprehensive income (249)
---------
TOTAL SHAREHOLDERS' EQUITY 10,909
---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 53,560
=========
</TABLE>
See notes to condensed consolidated financial statements.
1
<PAGE> 4
GEORGIA-CAROLINA BANCSHARES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Six Three Six
Months Months Months Months
Ended Ended Ended Ended
June 30, June 30, June 30, June 30,
1999 1999 1998 1998
-------- --------- -------- --------
<S> <C> <C> <C> <C>
INTEREST INCOME
Interest and fees on loans $ 657 $1,234 $ 574 $1,113
Interest on taxable securities 194 392 212 403
Interest on nontaxable securities 9 18 13 31
Interest on Federal funds sold 52 90 45 88
Interest on deposits in other banks -- -- 2 4
------ ------ ------ ------
TOTAL INTEREST INCOME 912 1,734 846 1,639
------ ------ ------ ------
INTEREST EXPENSE
Interest on time deposits of $100,000 or more 54 101 61 128
Interest on other deposits 306 590 291 551
------ ------ ------ ------
TOTAL INTEREST EXPENSE 360 691 352 679
------ ------ ------ ------
NET INTEREST INCOME 552 1,043 494 960
PROVISION FOR LOAN LOSSES 28 28 -- --
------ ------ ------ ------
NET INTEREST INCOME AFTER PROVISION FOR
LOAN LOSSES 524 1,015 494 960
------ ------ ------ ------
NONINTEREST INCOME
Service charges on deposits 73 149 58 114
Other income 24 41 7 18
Net realized gain (loss) available-for-sale securities -- -- 7 ( 4)
------ ------ ------ ------
97 190 72 128
------ ------ ------ ------
NONINTEREST EXPENSE
Salaries and employee benefits 287 539 254 514
Occupancy expenses 71 127 47 94
Other expenses 220 421 193 354
------ ------ ------ ------
578 1,087 494 962
------ ------ ------ ------
INCOME BEFORE INCOME TAXES 43 118 72 126
INCOME TAX EXPENSE 13 42 29 28
------ ------ ------ ------
NET INCOME $ 30 $ 76 $ 43 $ 98
====== ====== ====== ======
NET INCOME PER SHARE OF COMMON STOCK:
Basic $ .03 $ .09 $ .07 $ .15
====== ====== ====== ======
Diluted $ .03 $ .09 $ .07 $ .15
====== ====== ====== ======
DIVIDENDS PER SHARE OF COMMON STOCK $ -- $ -- $ -- $ .10
====== ====== ====== ======
</TABLE>
See notes to condensed consolidated financial statements.
2
<PAGE> 5
GEORGIA-CAROLINA BANCSHARES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
(dollars in thousands)
<TABLE>
<CAPTION>
Three Six Three Six
Months Months Months Months
Ended Ended Ended Ended
June 30, June 30, June 30, June 30,
1999 1999 1998 1998
-------- -------- -------- --------
<S> <C> <C> <C> <C>
NET INCOME $ 30 $ 76 $43 $ 98
Unrealized holding gains and (losses) arising
during period, less reclassification adjustment
for gains and losses included in net income,
net of tax (220) (382) 17 35
----- ----- --- ----
COMPREHENSIVE INCOME (LOSS) $(190) $(306) $60 $133
===== ===== === ====
</TABLE>
See notes to condensed consolidated financial statements.
3
<PAGE> 6
GEORGIA-CAROLINA BANCSHARES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(dollars in thousands)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
-------------------------
1999 1998
------- -------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 76 $ 98
Adjustments to reconcile net income to net cash provided by (used in)
operating activities:
Depreciation and amortization 73 53
Provision for loan loss 28 --
Deferred income tax (30) 7
Adjustment (gain) foreclosed real estate (10) 17
Net increase in accrued interest receivable (23) (102)
Net (increase) decrease in other assets 130 (218)
Net increase (decrease) in other liabilities (98) 54
------- -------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 146 (91)
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES
Net decrease in federal funds sold 170 740
Net increase in interest-bearing deposits with banks -- (99)
Net increase in loans, net (8,348) (1,660)
Net purchase and proceeds, available-for-sale securities 752 (1,967)
Net purchases of premises and equipment (1,238) (645)
Proceeds from sale of foreclosed real estate 263 53
------- -------
NET CASH USED IN INVESTING ACTIVITIES (8,401) (3,578)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits 4,521 3,279
Proceeds from issuance of common stock, net of offering costs 3,834 --
Dividends paid -- (64)
------- -------
NET CASH PROVIDED BY FINANCING ACTIVITIES 8,355 3,215
------- -------
NET INCREASE (DECREASE) IN CASH AND DUE FROM BANKS 100 (454)
CASH AND DUE FROM BANKS AT BEGINNING OF PERIOD 1,130 1,546
------- -------
CASH AND DUE FROM BANKS AT END OF PERIOD $ 1,230 $ 1,092
======= =======
</TABLE>
See notes to condensed consolidated financial statements.
4
<PAGE> 7
GEORGIA-CAROLINA BANCSHARES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999
(UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements include the
accounts of Georgia-Carolina Bancshares, Inc. (the "Company") and its
wholly-owned subsidiary, First Bank of Georgia, (the "Bank"). Significant
intercompany transactions and accounts are eliminated in consolidation.
The financial statements as of June 30, 1999 and for the six months and three
months ended June 30, 1999 and 1998 are unaudited and have been prepared
pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations. These consolidated financial statements should be read in
conjunction with the audited financial statements and notes thereto included in
the Bank's annual report for the year ended December 31, 1998.
The financial information included herein reflects all adjustments (consisting
of normal recurring adjustments) which are, in the opinion of management,
necessary to a fair presentation of the financial position and results for
interim periods.
The preparation of financial statements requires management to make estimates
and assumptions that affect the reported amounts of assets, liabilities and
income and expense amounts. Actual results could differ from those estimates.
NOTE 2 - EARNINGS PER SHARE
Earnings per share are calculated on the basis of the weighted average number
of shares outstanding. As the Company has granted stock options to certain
officers of the Company, diluted earnings per share has been presented in the
Statements of Income.
The following reconciles the numerators and denominators of the basic and
diluted earnings per share computations:
<TABLE>
<CAPTION>
For the Six Months Ended June 30, 1999
------------------------------------------
Weighted
Average Shares Per-Share
(Numerator) (Denominator) Amount
----------- ------------- ------
<S> <C> <C> <C>
NET INCOME $76,000
BASIC EPS
Income available to common shareholders 76,000 850,372 $.09
====
EFFECT OF DILUTIVE SECURITIES
Options 31,718
------- -------
DILUTED EPS
Income available to common shareholders
and assumed conversions $76,000 882,090 $.09
======= ======= ====
</TABLE>
5
<PAGE> 8
GEORGIA-CAROLINA BANCSHARES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
JUNE 30, 1999
(UNAUDITED)
NOTE 3 - STOCK OFFERING
During the quarter ended March 31, 1999, the Company completed an "any and all"
best efforts public offering of its common stock. The Company issued 296,370
shares through this offering. Gross proceeds of the offering were $4,000,995.
The Company incurred $167,866 of issuance costs that have been charged to the
proceeds of the offering.
6
<PAGE> 9
GEORGIA-CAROLINA BANCSHARES, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
OVERVIEW
The Company's net income was $30,000 for the second quarter of 1999, a decrease
of $13,000 (30.2%) from net income of $43,000 for the second quarter of 1998.
Basic earnings per share were $.03 for the second quarter of 1999, a decrease
of $.04 (57.1%) from $0.07 for the second quarter of 1998. Total consolidated
assets at June 30, 1999 were $53,560,000, an increase of $7,951,000 (17.4%)
from total consolidated assets of $45,609,000 at December 31, 1998 and an
increase of $9,571,000 (21.7%) from total consolidated assets of $43,989,000 at
June 30, 1998.
The decline in net income for the three months ended June 30, 1999, primarily
resulted from an increase in personnel costs and benefits of $33,000 (13.0%),
an increase in occupancy costs of $24,000 (51.1%), an increase in provision for
loan losses of $28,000, and an increase in operating expenses of $27,000
(14.0%) from the quarter ended June 30, 1998. The Company's net income
benefitted as net interest income rose to $552,000, an increase of $58,000
(11.7%) from the quarter ended June 30, 1998.
The Company's net income was $76,000 for the six months ended June 30, 1999, a
decrease of $22,000 (22.4%) from the six months ended June 30, 1998. Basic
earnings per share for the six months ended June 30, 1999 were $.09, a decrease
of $.06 (40.0%) from $.15 for the six months ended June 30, 1998. The decrease
in net income primarily resulted from an increase in noninterest expense of
$125,000 from the six months ended June 30, 1998. Net income benefitted as net
interest income rose to $1,043,000, an increase of $83,000 (8.6%) from the six
months ended June 30, 1998.
The return on average assets was .31% (annualized) for the six months ended
June 30, 1999, compared to 0.46% (annualized) for the six months ended June 30,
1998. The return on average equity was 1.66% (annualized) for the six months
ended June 30, 1999, compared to 2.67% (annualized) for the six months ended
June 30, 1998.
Further discussion of significant items affecting net income are discussed in
detail below.
NET INTEREST INCOME
Net interest income is the difference between the interest and fees earned on
loans, securities, and other interest-earning assets (interest income) and the
interest paid on deposits and borrowed funds (interest expense). Higher net
interest income is a result of the relationship between the interest-earning
assets and interest-bearing liabilities.
Net interest income was $552,000 for the three months ended June 30, 1999, an
increase of $58,000 (11.7%) from $494,000 for the three months ended June 30,
1998. The increase was primarily the result of investing increased deposit
liability funds in loans. Interest-earning assets were $47,807,000 at June 30,
1999 compared to $39,619,000 at June 30, 1998, an increase of $8,188,000
(20.7%). Loans, the highest yielding component of interest-earning assets, were
$30,360,000 at June 30, 1999, an increase of $9,728,000 (47.2%) from the June
30, 1998 balance of $20,632,000. At June 30, 1999, loans represented 63.5% of
interest-earning assets compared to 52.0% at June 30, 1998. Investments in
securities were $12,877,000 at June 30, 1999, a decrease of $2,901,000 from the
June 30, 1998 balance of $15,778,000. Interest-bearing deposits were
$37,432,000 at June 30, 1999, an increase of $5,679,000 (17.9%) from the June
30, 1998 balance of $31,753,000.
7
<PAGE> 10
INTEREST INCOME
Interest income for the three months ended June 30, 1999 was $912,000, an
increase of $66,000 (7.8%) from $846,000 for the three months ended June 30,
1998. The increase in interest income primarily resulted from an increase in
interest-earning assets invested in loans. Interest income on loans was
$657,000 for the three months ended June 30, 1999, an increase of $83,000
(14.5%) from $574,000 for the three months ended June 30, 1998. Interest income
has also increased from 1998 as a result of investing additional funds obtained
from the Company's capital offering completed in March of 1999.
INTEREST EXPENSE
Interest expense for the three months ended June 30, 1999 was $360,000, an
increase of $8,000 (2.3%) from $352,000 for the three months ended June 30,
1998. The increase primarily resulted from the increase in interest-bearing
deposit accounts as previously discussed.
NONINTEREST INCOME
Noninterest income was $97,000 for the three months ended June 30, 1999, an
increase of $25,000 (34.7%) from the three months ended June 30, 1998. Service
charges on deposit accounts increased $15,000 (25.9%). Other income increased
$17,000 (242.9%), primarily from a gain on the disposition of real estate and
other real estate transactions.
NONINTEREST EXPENSE
Noninterest expense was $578,000 for the three months ended June 30, 1999, an
increase of $84,000 from the three months ended June 30, 1998. Salary and
employee benefit costs increased $33,000 (13.0%) primarily as a result of
additional employees hired at the Company's recently opened office in Augusta.
Occupancy expenses increased $24,000 (51.1%) as a result of acquisitions of new
equipment and as a result of expenses incurred with the new office. Other
operating expenses increased $27,000 (14.0%) as a result of additional office
supplies and other fees incurred with the opening of the Augusta office.
INCOME TAXES
Income tax expense for the second quarter of 1999 was $13,000, a decrease of
$16,000 (55.2%) from the comparable quarter of 1998. The Company's current tax
provision for the six months ended June 30, 1999 is $48,000. The Company has
also recorded a deferred tax benefit for the six months ended June 30, 1999 of
$6,000. The Company's tax expense for the current quarter has declined from the
1998 comparable quarter as a result of decreased income before income taxes and
effects of the changes in the Bank's loan loss experience ratio and the related
loan loss provision as allowed by income tax regulations.
REVIEW OF FINANCIAL CONDITION
OVERVIEW
Management continuously monitors the financial condition of the Bank in order
to protect depositors, increase retained earnings and protect current and
future earnings. Further discussion of significant items affecting the Bank's
financial condition are discussed in detail below.
ASSET QUALITY
A major key to long-term earnings growth is the maintenance of a high-quality
loan portfolio. The Bank's directive in this regard is carried out through its
policies and procedures for extending credit to the Bank's customers. The goal
and result of these policies and procedures is to provide a sound basis for new
credit extensions and an early recognition of problem assets to allow the most
flexibility in their timely disposition.
8
<PAGE> 11
Non-performing assets were $149,000 at June 30, 1999, compared to $473,000 at
December 31, 1998 and $281,000 at June 30, 1998. The composition of
non-performing assets for each date is shown below.
<TABLE>
<CAPTION>
June 30, December 31, June 30,
1999 1998 1998
-------- ------------ ---------
<S> <C> <C> <C>
Non-accrual loans $149,000 $220,000 $ 28,000
OREO, net of valuation allowance -- 253,000 253,000
-------- -------- ---------
$149,000 $473,000 $ 281,000
======== ======== =========
</TABLE>
The ratio of non-performing assets to total loans and other real estate was
.48% at June 30, 1999, 2.1% at December 31, 1998, and 1.4% at June 30, 1998.
Reduction of non-performing assets continues to be a management priority.
Additions to the allowance for loan losses are made periodically to maintain
the allowance at an appropriate level based upon management's analysis of
potential risk in the loan portfolio. The amount of the loan loss allowance and
related provision is determined by an evaluation of the level of loans
outstanding, the level of non-performing loans, historical loan loss
experience, delinquency trends, the amount of actual losses charged to the
allowance in a given period, and assessment of present and anticipated economic
conditions. From the previously described analysis, management determined that
the allowance for loan losses should be increased through a provision for loan
losses of $28,000 during the quarter ending June 30, 1999. The ratio of
allowance for loan losses to total loans was 2.9% at June 30, 1999. At December
31, 1998 the ratio was 3.7% and was 4.0% at June 30, 1998. Management considers
the current allowance for loan losses appropriate based upon its analysis of
the potential risk in the portfolio, although there can be no assurance that
the assumptions underlying such analysis will continue to be correct.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity is the ability of an organization to meet its financial commitments
and obligations on a timely basis. These commitments and obligations include
credit needs of customers, withdrawals by depositors, and payment of operating
expenses and dividends. The Bank does not anticipate any events which would
require liquidity beyond that which is available through deposit growth,
federal funds balances, or investment portfolio maturities. The Bank actively
manages the levels, types and maturities of earning assets in relation to the
sources available to fund current and future needs to ensure that adequate
funding will be available at all times.
The Bank's liquidity remains adequate to meet operating and loan funding
requirements. The Bank's liquidity ratio at June 30, 1999 was 35.7%, compared
to 44.0% at December 31, 1998, and 45.6% at June 30, 1998.
Management is committed to maintaining capital at a level sufficient to protect
depositors, provide for reasonable growth, and fully comply with all regulatory
requirements. Management's strategy to achieve this goal is to retain
sufficient earnings while providing a reasonable return on equity. Federal
banking regulations establish certain capital adequacy standards required to be
maintained by banks. These regulations set minimum requirements for risk-based
capital of 4% for core capital ("Tier I"), 8% for total risk-based capital and
3% for the leverage ratio. At June 30, 1999, the Bank's Tier I capital was
29.8% and total risk-based capital was 31.0%, compared to 26.1% and 27.4% at
year-ended December 31, 1998, respectively. At June 30, 1999, the Bank's
leverage ratio was 21.5% compared to 16.7% at December 31, 1998.
9
<PAGE> 12
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
The Company may, from time to time, make written or oral forward-looking
statements, including statements contained in the Company's filings with the
Securities and Exchange Commission (the "Commission") and its reports to
stockholders. Such forward-looking statements are made based on management's
belief as well as assumptions made by, and information currently available to,
management pursuant to "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. The Company's actual results may differ
materially from the results anticipated in these forward-looking statements due
to a variety of factors, including governmental monetary and fiscal policies,
deposit levels, loan demand, loan collateral values, securities portfolio
values and interest rate risk management; the effects of competition in the
banking business from other commercial banks, savings and loan associations,
mortgage banking firms, consumer finance companies, credit unions, securities
brokerage firms, insurance companies, money market mutual funds and other
financial institutions operating in the Company's market area and elsewhere,
including institutions operating through the Internet; changes in government
regulations relating to the banking industry, including regulations relating to
branching and acquisitions; failure of assumptions underlying the establishment
of reserves for loan losses, including the value of collateral underlying
delinquent loans, and other factors. The Company cautions that such factors are
not exclusive. The Company does not undertake to update any forward-looking
statements that may be made from time to time by, or on behalf of, the Company.
YEAR 2000
A critical issue affecting companies that rely extensively on electronic data
processing systems, such as the Company, is the Year 2000 issue. This issue
deals with the Company's ability to process year-date data accurately beyond
the year 1999. The Year 2000 issue has been a well-publicized, but nevertheless
continually evolving issue. The Company is dependent upon electronic data
processing for nearly all of its major activities. During 1997, the Company
formed an internal task force, chaired by the Executive Vice President, to
address the Year 2000 issue, conduct a comprehensive review of the Company's
systems and ensure that the Company takes any necessary measures. The Company
believes that its systems, those of the Bank and its data processing service
provider are currently Year 2000 compliant and does not believe that material
expenditures will be necessary to implement any further modifications. As of
June 30, 1999, the Company had spent approximately $45,000 to upgrade its
software and hardware systems to help ensure that its systems would be Year
2000 compliant. The Company has issued a certification request to its data
processing servicing provider seeking assurance that its systems will be Year
2000 compliant. The service provider has responded that its systems are Year
2000 compliant now. Testing of the Company's mission-critical systems has been
completed and no problems have been identified.
The Company also recognizes the importance of determining that its borrowers
are facing the Year 2000 problem i a timely manner to avoid deterioration of
its loan portfolio solely due to this issue. All material relationships have
been identified to assess the inherent risks. The Company plans to work on a
one-on-one basis with any borrower who has been identified as having high Year
2000 risk exposure.
The Company's contingency plans relative to Year 2000 issues have been
finalized. Management has developed and modified a "worst case scenario"
contingency plan which will, among other things, anticipate that the Company's
deposit customers will have increased demands for cash in the latter part of
1999. The plan also provides for copies of documents to be produced in case of
equipment failure, utilization of security personnel in case of security
equipment failure, manual posting of transactions, hiring of temporary
additional personnel and telephone verification of information normally
received by electronic means.
10
<PAGE> 13
PART II
OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The 1999 Annual Meeting of Shareholders of the Company (the "Annual
Meeting") was held on May 12, 1999. At the Annual Meeting, the following
persons were elected as directors to serve as Class II directors, for a term of
three years and until their successors are elected and qualified: J. Randal
Hall, George O. Hughes, George H. Inman, Julian W. Osbon and Larry DeMeyers.
The number of votes cast for and against the election of each nominee for
director was as follows:
<TABLE>
<CAPTION>
Votes Votes
FOR AGAINST
--- -------
<S> <C> <C>
J. Randal Hall 573,021 200
George O. Hughes 572,021 1,200
George H. Inman 573,021 200
Julian W. Osbon 573,021 200
Larry DeMeyers 573,021 200
</TABLE>
At the Annual Meeting, the following person was elected as director to
serve as a Class III director, for a term of one year and until her successor
is elected and qualified: Bennye M. Young.
<TABLE>
<CAPTION>
Votes Votes
FOR AGAINST
--- -------
<S> <C> <C>
Bennye M. Young 573,021 200
</TABLE>
No other matters were presented or voted for at the Annual Meeting.
The following persons did not stand for reelection to the Board at the
1999 Annual Meeting of Shareholders as their term of office continued after the
Annual Meeting: Patrick G. Blanchard, Phillip G. Farr, Samuel A. Fowler, Jr.,
Arthur J. Gay, Jr., Joseph D. Greene, Hugh L. Hamilton, Jr., William G.
Hatcher, David W. Joesbury, Sr., John W. Lee, James L. Lemley, M.D. and Robert
N. Wilson, Jr.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit No. Description
27 Financial Data Schedule
(b) No reports on Form 8-K were filed during the quarter ended
June 30, 1999.
11
<PAGE> 14
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.
GEORGIA-CAROLINA BANCSHARES, INC.
By: /s/ Patrick G. Blanchard
-----------------------------------------------
Patrick G. Blanchard
President and Chief Executive Officer
(principal executive officer)
August 12, 1999
- ------------------
Date By: /s/ J. Harold Ward, Jr.
-----------------------------------------------
J. Harold Ward, Jr.
Senior Vice President, Chief Financial Officer
(principal financial and accounting officer)
12
<PAGE> 15
INDEX TO EXHIBITS
<TABLE>
<S> <C>
Exhibit 27 Financial Data Schedule (for SEC use only)
</TABLE>
13
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE 6-30-99
10QSB FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
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