<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, 2000
[ ] 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.
<TABLE>
<CAPTION>
Class Outstanding at August 9, 2000
----------------------------- -----------------------------
<S> <C>
Common Stock, $.001 Par Value 931,750 shares
</TABLE>
Transitional Small Business Disclosure Format: Yes [ ] No [X]
<PAGE> 2
GEORGIA-CAROLINA BANCSHARES, INC.
Form 10-QSB
Index
<TABLE>
<CAPTION>
<S> <C> <C>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets as of June 30, 2000
and December 31, 1999 1
Condensed Consolidated Statements of Income (Loss) for the
Three Months Ended June 30, 2000 and 1999, and the Six
Months Ended June 30, 2000 and 1999 2
Condensed Consolidated Statements of Comprehensive Income
(Loss) for the Three Months Ended June 30, 2000 and 1999, and
the Six Months Ended June 30, 2000 and 1999 3
Condensed Consolidated Statements of Cash Flows for the Six
Months Ended June 30, 2000 and 1999 4
Notes to Condensed Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 6
PART II OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 10
Item 6. Exhibits and Reports on Form 8-K 10
SIGNATURES 11
Index to Exhibits 12
</TABLE>
<PAGE> 3
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
GEORGIA-CAROLINA BANCSHARES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(dollars in thousands)
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
---------- ------------
<S> <C> <C>
ASSETS
Cash and due from banks $ 2,701 $ 3,271
Federal funds sold 1,630 17,010
Securities available-for-sale 12,568 12,436
Loans, net of allowance for loan losses 57,749 35,093
Loans, held-for-sale 22,136 --
Bank premises and fixed assets 5,175 4,046
Accrued interest receivable 725 408
Foreclosed real estate, net of allowance 643 --
Deferred tax benefit 378 367
Other assets 334 88
---------- ----------
TOTAL ASSETS $ 104,039 $ 72,719
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
DEPOSITS:
Non-interest bearing $ 11,333 $ 5,735
Interest-bearing:
NOW accounts 8,192 7,893
Savings 4,179 2,593
Money market accounts 9,857 10,645
Time deposits of $100,000, and over 5,247 8,850
Other time deposits 35,652 23,128
---------- ----------
TOTAL DEPOSITS 74,460 58,844
Other liabilities, borrowings and retail agreements 18,935 3,032
---------- ----------
TOTAL LIABILITIES 93,395 61,876
---------- ----------
SHAREHOLDERS' EQUITY:
Preferred stock, par value $.001; 1,000,000 shares authorized;
none issued -- --
Common stock, par value $.001; 9,000,000 shares authorized;
931,750 shares issued and outstanding 1 1
Additional paid-in capital 10,188 10,188
Retained earnings 845 964
Accumulated other comprehensive income (loss) (390) (310)
---------- ----------
TOTAL SHAREHOLDERS' EQUITY 10,644 10,843
---------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 104,039 $ 72,719
========== ==========
</TABLE>
See notes to condensed consolidated financial statements.
1
<PAGE> 4
GEORGIA-CAROLINA BANCSHARES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(UNAUDITED)
(dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Three Six Six
Months Months Months Months
Ended Ended Ended Ended
June 30, June 30, June 30, June 30,
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
INTEREST INCOME
Interest and fees on loans $ 1,564 $ 657 $ 2,503 $ 1,234
Interest on taxable securities 192 194 381 392
Interest on nontaxable securities 10 9 19 18
Interest on Federal funds sold 7 52 145 90
-------- -------- -------- --------
TOTAL INTEREST INCOME 1,773 912 3,048 1,734
-------- -------- -------- --------
INTEREST EXPENSE
Interest on time deposits of $100,000 or more 87 54 198 101
Interest on other deposits 566 306 1,033 590
Interest on funds purchased 140 -- 152 --
-------- -------- -------- --------
TOTAL INTEREST EXPENSE 793 360 1,383 691
-------- -------- -------- --------
NET INTEREST INCOME 980 552 1,665 1,043
PROVISION FOR LOAN LOSSES 28 28 144 28
-------- -------- -------- --------
NET INTEREST INCOME AFTER PROVISION FOR
LOAN LOSSES 952 524 1,521 1,015
-------- -------- -------- --------
NONINTEREST INCOME
Service charges on deposits 85 73 157 149
Other income 212 24 276 41
-------- -------- -------- --------
297 97 433 190
-------- -------- -------- --------
NONINTEREST EXPENSE
Salaries and employee benefits 866 287 1,290 539
Occupancy expenses 167 67 255 131
Other expenses 349 220 594 421
-------- -------- -------- --------
1,382 574 2,139 1,091
-------- -------- -------- --------
INCOME (LOSS) BEFORE INCOME TAXES (133) 47 (185) 114
INCOME TAX EXPENSE (BENEFIT) (49) 13 (66) 42
-------- -------- -------- --------
NET INCOME (LOSS) $ (84) $ 34 $ (119) $ 72
======== ======== ======== ========
NET INCOME (LOSS) PER SHARE OF COMMON STOCK:
Basic $ (.09) $ .04 $ (.13) $ .08
======== ======== ======== ========
Diluted $ (.09) $ .04 $ (.13) $ .08
======== ======== ======== ========
DIVIDENDS PER SHARE OF COMMON STOCK $ -- $ -- $ -- $ --
======== ======== ======== ========
</TABLE>
See notes to condensed consolidated financial statements.
2
<PAGE> 5
GEORGIA-CAROLINA BANCSHARES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
(dollars in thousands)
<TABLE>
<CAPTION>
Three Three Six Six
Months Months Months Months
Ended Ended Ended Ended
June 30, June 30, June 30, June 30,
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
NET INCOME (LOSS) $ (84) $ 34 $ (119) $ 72
Unrealized holding gains and (losses) arising
during period, less reclassification adjustment
for gains and losses included in net income,
net of tax 18 (220) (80) (382)
-------- -------- -------- --------
COMPREHENSIVE INCOME (LOSS) $ (66) $ (186) $ (199) $ (310)
======== ======== ======== ========
</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,
--------------------------
2000 1999
---------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (119) $ 72
Adjustments to reconcile net income to net cash provided by (used in)
operating activities:
Depreciation and amortization 128 77
Provision for loan loss 144 28
Deferred income tax 31 (30)
Adjustment (gain) foreclosed real estate -- (10)
Net increase in accrued interest receivable (317) (23)
Net (increase) decrease in other assets (246) 130
Net increase (decrease) in other liabilities 115 (98)
---------- ----------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (264) 146
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Net decrease in federal funds sold 15,380 170
Net increase in loans, net (45,580) (8,348)
Net purchase and proceeds, available-for-sale securities (254) 752
Net purchases of premises and equipment (1,257) (1,238)
Proceeds from sale of foreclosed real estate -- 263
---------- ----------
NET CASH USED IN INVESTING ACTIVITIES (31,711) (8,401)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits and funds purchased 31,405 4,521
Proceeds from issuance of common stock, net of offering costs -- 3,834
---------- ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 31,405 8,355
---------- ----------
NET INCREASE (DECREASE) IN CASH AND DUE FROM BANKS (570) 100
CASH AND DUE FROM BANKS AT BEGINNING OF PERIOD 3,271 1,130
---------- ----------
CASH AND DUE FROM BANKS AT END OF PERIOD $ 2,701 $ 1,230
========== ==========
</TABLE>
See notes to condensed consolidated financial statements.
4
<PAGE> 7
GEORGIA-CAROLINA BANCSHARES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2000
(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, 2000 and December 31, 1999, and for the
six months and three months ended June 30, 2000 and 1999 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 Company's annual report for the year ended December 31, 1999.
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, 2000
-----------------------------------------
Weighted
Average Shares Per-Share
(Numerator) (Denominator) Amount
---------- ----------- ----------
<S> <C> <C> <C>
NET INCOME $ (119,000)
BASIC EPS
Income available to common shareholders (119,000) 931,750 $ (.13)
==========
EFFECT OF DILUTIVE SECURITIES
Options -- 87,440
---------- ----------
DILUTED EPS
Income available to common shareholders
and assumed conversions $ (119,000) 1,019,190 $ (.13)
========== ========== ==========
</TABLE>
5
<PAGE> 8
GEORGIA-CAROLINA BANCSHARES, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
OVERVIEW
The Company incurred a net loss of $(84,000) for the second quarter of 2000,
compared to net income of $34,000 for the second quarter of 1999. Basic earnings
per share was a loss of $(.09) for the second quarter of 2000, compared to
earnings of $0.04 for the second quarter of 1999. Total consolidated assets at
June 30, 2000 were $104,039,000, an increase of $31,320,000 (43.1%) from
December 31, 1999 total consolidated assets of $72,719,000 and an increase of
$50,479,000 (94.2%) from June 30, 1999 total consolidated assets of $53,560,000.
The Company incurred a net loss of $119,000 for the six months ended June 30,
2000, compared to net income of $72,000 for the six months ended June 30, 1999.
Basic earnings per share for the six months ended June 30, 2000 was a loss of
$(.13), compared to earnings of $.08 for the six months ended June 30, 1999.
Through the establishment of additional banking offices in the Augusta, Georgia
area and through the development of mortgage lending operations in the Georgia
cities of Augusta, Savannah and Warner Robins, the Bank has experienced growth
in both net interest income and noninterest income and expense for the quarter
ended June 30, 2000 and the six months ended June 30, 2000 when compared to the
comparable periods in the preceding year.
The return on average assets was a negative (.27)% (annualized) for the six
months ended June 30, 2000, compared to 0.31% (annualized) for the six months
ended June 30, 1999. The return on average equity was a negative (2.22)%
(annualized) for the six months ended June 30, 2000, compared to 1.66%
(annualized) for the six months ended June 30, 1999.
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 $980,000 for the three months ended June 30, 2000, an
increase of $428,000 (77.5%) from $552,000 for the three months ended June 30,
1999. The increase was primarily the result of investing increased deposit
liability funds and other borrowed funds in loans. Interest-earning assets were
$94,083,000 at June 30, 2000 compared to $47,807,000 at June 30, 1999, an
increase of $46,276,000 (96.8%). Loans, the highest yielding component of
interest-earning assets, were $79,885,000, an increase of $49,525,000 (163.1%)
from the June 30, 1999 balance of $30,360,000. Loans increased $44,792,000
(127.6%) from the December 31, 1999 balance of $35,093,000 to June 30, 2000. The
increase in deposit liability funds and loans continues to be significantly
attributable to the Company's expansion in the Augusta, Georgia and Columbia
County, Georgia market areas. The increase in loans also is substantially
attributable to loans originated through the Bank's mortgage lending operation
which began significant operations in the second quarter of 2000. Substantially
all loans originated by the mortgage lending operation are sold in the secondary
market following origination. These loans held for sale are primarily funded by
the Bank through a line-of-credit. At June 30, 2000, loans represented 84.9% of
interest-earning
6
<PAGE> 9
GEORGIA-CAROLINA BANCSHARES, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)
assets compared to 63.5% at June 30, 1999. Investments in securities were
$12,568,000 at June 30, 2000, a decrease of $309,000 (2.4%) from the June 30,
1999 balance of $12,877,000. Investments in securities at June 30, 2000
increased $132,000 (1.1%) from the December 31, 1999 balance of $12,436,000.
Interest-bearing deposits were $63,127,000 at June 30, 2000, an increase of
$25,695,000 (68.6%) from the June 30, 1999 balance of $37,432,000, and a
$10,018,000 (18.9%) increase from the December 31, 1999 balance of $53,109,000.
The Bank's mortgage funding line-of-credit at June 30, 2000 was $12,368,000, a
100.0% increase from June 30, 1999 and December 31, 1999. Repurchase
arrangements utilized by the Bank were $5,900,000 at June 30, 2000, an increase
of $3,419,000 (137.8%) from the December 31, 1999 balance of $2,481,168 and a
100.0% increase from June 30, 1999.
INTEREST INCOME
Interest income for the three months ended June 30, 2000 was $1,773,000, an
increase of $861,000 (94.4%) from the three months ended June 30, 1999. The
increase in interest income primarily resulted from an increase in interest and
fees on loans. Interest income and fees on loans was $1,564,000 for the three
months ended June 30, 2000, an increase of $907,000 (138.1%) from $657,000 for
the three months ended June 30, 1999. This increase in interest income and fees
from loans is a result of the Bank's increasing investment in loans. The Bank's
availability to increase the investment in loans continues to be significantly
attributable to the expansion into the Augusta, Georgia and Columbia County,
Georgia market areas. In addition, the Bank's newly established mortgage lending
operation is significantly attributing to the growth in the investment in loans.
INTEREST EXPENSE
Interest expense for the three months ended June 30, 2000 was $793,000, an
increase of $433,000 (120.3%) from $360,000 for the three months ended June 30,
1999. The increase is primarily attributable to increased deposit liability
funds obtained from the expansion into the Augusta and Columbia County markets.
In addition, the increase in interest expense is the result of the Bank
establishing a mortgage funding line-of-credit during the second quarter to fund
mortgage loans held for sale by the Bank. Interest expense for the second
quarter has also increased from the comparable quarter in 1999 as the Bank has
entered into repurchase agreements that the Bank was not utilizing during the
quarter ended June 30, 1999.
NONINTEREST INCOME
Noninterest income was $297,000 for the three months ended June 30, 2000, an
increase of $200,000 (206.3%) from $97,000 for the three months ended June 30,
1999. Service charges on deposit accounts were $85,000 for the three months
ended June 30, 2000, an increase of $12,000 (16.4%) from $73,000 for the three
months ended June 30, 1999. Other income was $212,000 for the three months ended
June 30, 2000, an increase of $188,000 (783.3%) from $24,000 for the three
months ended June 30, 1999. This increase was substantially the result of
$181,000 of income received from the sale of mortgage loans originated during
the quarter ended June 30, 2000.
NONINTEREST EXPENSE
Noninterest expense was $1,382,000 for the three months ended June 30, 2000, an
increase of $808,000 (140.8%) from $574,000 for the three months ended June 30,
1999. Salary and employee benefit costs were $866,000 for the three months ended
June 30, 2000, an increase of $579,000 (201.7%) from $287,000 for the three
months ended June 30, 1999. This increase is the result of the Bank hiring
additional personnel to operate the expanded locations in Augusta and Columbia
County, and the hiring of personnel related to the Bank's mortgage lending
operation. This expansion and establishment of the mortgage lending operation
7
<PAGE> 10
GEORGIA-CAROLINA BANCSHARES, INC. AND SUBSIDIARY
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)
occurred primarily subsequent to June 30, 1999. Occupancy expenses and other
expenses for the three months ended June 30, 2000 also increased from the three
months ended June 30, 1999 primarily as a result of the expanded locations and
establishment of the mortgage operations as occupancy and other costs are
incurred to support these operations.
INCOME TAXES
The Company recorded an income tax benefit of $(49,000) for the three months
ended June 30, 2000, resulting from the net loss of $(133,000) incurred for the
quarter.
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.
Non-performing assets were $890,000 at June 30, 2000, compared to $1,140,000 at
December 31, 1999 and $149,000 at June 30, 1999. The composition of
non-performing assets for each date is shown below.
<TABLE>
<CAPTION>
June 30, December 31, June 30,
2000 1999 1999
---------- ------------ ----------
<S> <C> <C> <C>
Non-accrual loans $ 247,000 $1,140,000 $ 149,000
OREO, net of valuation allowance 643,000 -- --
---------- ---------- ----------
$ 890,000 $1,140,000 $ 149,000
========== ========== ==========
</TABLE>
The ratio of non-performing assets to total loans and other real estate was
1.19% at June 30, 2000, 3.2% at December 31, 1999, and .48% at June 30, 1999.
Reduction and disposition of non-performing assets is 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 ended June 30, 2000. The
8
<PAGE> 11
GEORGIA-CAROLINA BANCSHARES, INC. AND SUBSIDIARY
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)
ratio of allowance for loan losses to total loans was 1.36% at June 30, 2000.
Excluding the balance of loans held for sale by the Bank, the ratio was 1.87% at
June 30, 2000. At December 31, 1999 the ratio was 2.7% and was 2.9% at June 30,
1999. 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, warehouse lines and other funding sources 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, 2000 was 16.2%, compared to
44.9% at December 31, 1999, and 71.9% at June 30, 1999.
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, 2000, the Bank's Tier I capital was
14.10% and total risk-based capital was 15.35%, compared to 26.1% and 27.4% at
year-ended December 31, 1999, respectively. At June 30, 2000, the Bank's
leverage ratio was 12.45% compared to 16.7% at December 31, 1999.
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.
9
<PAGE> 12
PART II
OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The 2000 Annual Meeting of Shareholders of the Company (the "Annual Meeting")
was held on May 17, 2000. At the Annual Meeting, the following persons were
elected as directors to serve as Class III directors, for a term of three years
and until their successors are elected and qualified: Patrick G. Blanchard,
David W. Joesbury, Sr., John W. Lee, Robert N. Wilson, Jr. and Bennye M. Young.
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>
Patrick G. Blanchard 624,994 0
David W. Joesbury, Sr. 624,994 0
John W. Lee 624,994 0
Robert N. Wilson, Jr. 624,994 0
Bennye M. Young 624,894 100
</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 2000
Annual Meeting of Shareholders as their term of office continued after the
Annual Meeting: Larry DeMeyers, Phillip G. Farr, Samuel A. Fowler, Jr., Arthur
J. Gay, Jr., Joseph D. Greene, J. Randal Hall, Hugh L. Hamilton, Jr., William G.
Hatcher, George O. Hughes, George H. Inman, James L. Lemley, M.D. and Julian W.
Osbon.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
<TABLE>
<CAPTION>
(a) Exhibit No. Description
----------- -----------
<S> <C>
27 Financial Data Schedule (for SEC use only)
</TABLE>
(b) No reports on Form 8-K were filed during the quarter ended June 30,
2000.
10
<PAGE> 13
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 10, 2000 By: /s/ J. Harold Ward, Jr.
--------------------- ----------------------------------------------
Date J. Harold Ward, Jr.
Senior Vice President, Chief Financial Officer
(principal financial and accounting officer)
11
<PAGE> 14
INDEX TO EXHIBITS
Financial Data Schedule (for SEC use only)
12
