<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[ X ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
(Fee Required)
For the Fiscal Year Ended December 31, 1998
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[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
(No Fee Required)
For the Transition Period from ___________________________to____________________
Commission File Number 0-12436
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COLONY BANKCORP, INC.
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(Exact Name of Registrant Specified in its Charter)
GEORGIA 58-1492391
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State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization Identification No.)
115 SOUTH GRANT STREET, FITZGERALD, GEORGIA 31750
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number Including Area Code (912) 426-6000
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Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
NONE
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Securities Registered Pursuant to Section 12(g) of the Act:
COMMON STOCK, $10.00 PAR VALUE
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(Title of Class)
Indicate by check mark whether the issuer (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the preceding 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. X Yes No
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Indicate by check mark if the disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ]
State the aggregate market value of the voting stock held by non-affiliates of
the registrant as of March 10, 1999.
Common Stock, par value $10.00 per share - $57,655,338
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of March 10, 1999.
Common Stock, par value $10.00 per share - 2,217,513 shares
<PAGE>
<TABLE>
<CAPTION>
DOCUMENTS INCORPORATED BY REFERENCE
Location in Form 10-K Incorporated Document
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<S> <C>
Part I
Item 3 - Legal Proceedings Page 6 of the Company's Definitive Proxy Statement dated April 7,
1999, in connection with its Annual Meeting to be held on April 27, 1999.
Part III
Item 10 - Directors, Executive Officers, Pages 4 and 5 of the Company's Definitive Proxy Statement dated
Promoters and Control Persons; Compliance with April 7, 1999, in connection with its Annual Meeting to be held
Section 16(a) of the Exchange Act on April 27, 1999.
Item 11 - Executive Compensation Pages 8, 9 and 10 of the Company's Definitive Proxy Statement
dated April 7, 1999, in connection with its Annual Meeting to be
held on April 27, 1999.
Item 12 - Security Ownership of Certain Pages 2 and 3 of the Company's Definitive Proxy Statement dated
Beneficial Owners and Management April 7, 1999, in connection with its Annual Meeting to be held
on April 27, 1999.
Item 13 - Certain Relationships and Page 6 of the Company's Definitive Proxy Statement dated April 7,
Related Transactions 1999, in connection with its Annual Meeting to be held on April
27, 1999.
</TABLE>
<PAGE>
Part I
Item 1
BUSINESS OF THE COMPANY AND SUBSIDIARY BANKS
COLONY BANKCORP, INC.
Colony Bankcorp, Inc. (the "Company" or "Colony") is a Georgia business
corporation which was incorporated on November 8, 1982. The Company was
organized for the purpose of operating as a bank-holding company under the
Federal Bank-Holding Company Act of 1956, as amended, and the bank-holding
company laws of Georgia (Georgia Laws 1976, p. 168, et. seq.). On July 22,
--- ----
1983, the Company, after obtaining the requisite regulatory approvals, acquired
100 percent of the issued and outstanding common stock of The Bank of
Fitzgerald, Fitzgerald, Georgia, through the merger of the Bank with a
subsidiary of the Company which was created for the purpose of organizing the
Bank into a one-bank holding company. Since that time, The Bank of Fitzgerald
has operated as a wholly-owned subsidiary of the Company.
On April 30, 1984, Colony, with the prior approval of the Federal Reserve Bank
of Atlanta and the Georgia Department of Banking and Finance, acquired 100
percent of the issued and outstanding common stock of Community Bank of Wilcox
(formerly Pitts Banking Company), Pitts, Wilcox County, Georgia. As part of
that transaction, Colony issued an additional 17,872 shares of its $10.00 par
value common stock, all of which was exchanged with the holders of shares of
common stock of Pitts Banking Company for 100 percent of the 250 issued and
outstanding shares of common stock of Pitts Banking Company. Since the date of
acquisition, the Bank has operated as a wholly-owned subsidiary of the Company.
On November 1, 1984, after obtaining the requisite regulatory approvals, Colony
acquired 100 percent of the issued and outstanding common stock of Ashburn Bank,
Ashburn, Turner County, Georgia, for a combination of cash and interest-bearing
promissory notes. Since the date of acquisition, Ashburn Bank has operated as a
wholly-owned subsidiary of the Company.
On September 30, 1985, after obtaining the requisite regulatory approvals, the
Company acquired 100 percent of the issued and outstanding common stock of The
Bank of Dodge County, Chester, Dodge County, Georgia. The stock was acquired in
exchange for the issuance of 3,500 shares of common stock of Colony. Since the
date of its acquisition, The Bank of Dodge County has operated as a wholly-owned
subsidiary of the Company.
Effective July 31, 1991, the Company acquired all of the outstanding common
stock of Bank of Worth (formerly Worth Federal Savings and Loan Association) in
exchange for cash and 7,661 of the Company's common stock for an aggregate
purchase price of approximately $718,000. Bank of Worth has operated as a
wholly-owned subsidiary of the Company.
On November 8, 1996, Colony organized Colony Management Services, Inc. to
provide support services to each subsidiary. Services provided include loan and
compliance review, internal audit and data processing.
On November 30, 1996, the Company acquired Broxton State Bank (name subsequently
changed to Colony Bank Southeast) in a business combination accounted for as a
pooling of interests. Broxton State Bank became a wholly-owned subsidiary of
the Company through the exchange of 157,735 shares of the Company's common stock
for all of the outstanding stock of Broxton State Bank. All financial
information for 1996 presented in this document is based on the assumption that
the companies were combined for the full year, and financial information
presented for prior years has been restated to give effect to the combination.
1
<PAGE>
Part I (Continued)
Item 1
The Company conducts all of its operations through its bank subsidiaries. A
brief description of each Bank's history and business operations is discussed
below.
THE BANK OF FITZGERALD
History and Business of the Bank
The Bank of Fitzgerald is a state banking institution chartered under the laws
of Georgia on November 10, 1975. Since opening on April 15, 1976, the Bank has
continued a general banking business and presently serves its customers from two
locations, the main office in Fitzgerald, Georgia at 302 South Main Street and a
full-service branch located on the South Dixie Highway.
The Bank operates a full-service banking business and engages in a broad range
of commercial banking activities, including accepting customary types of demand
and time deposits; making individual, consumer, commercial and installment
loans; money transfers; safe deposit services; and making investments in United
States Government and municipal securities. The Bank does not offer trust
services other than acting as custodian of individual retirement accounts.
The data processing work of the Bank is processed by Colony Management Services,
Inc., a wholly-owned subsidiary of Colony Bankcorp, Inc.
The Bank of Fitzgerald acts as an agent for Visa Card and MasterCard through The
Bankers Bank which allows merchants to accept Visa Card and MasterCard and
deposit the charge tickets in their accounts with the Bank.
The Bank also offers its customers a variety of checking and savings accounts.
The installment loan department makes both direct consumer loans and also
purchases retail installment contracts from local automobile dealers and other
sellers of consumer goods.
The Bank serves the residents of Fitzgerald and surrounding areas of Ben Hill
County which has a population of approximately 16,000 people. Manufacturing
facilities located in Ben Hill County employ many people and are the most
significant part of the local economy. Ben Hill County also has a large
agricultural industry producing timber and row crops. Major row crops are
peanuts, tobacco, soybeans and corn.
2
<PAGE>
Part I (Continued)
Item 1
A history of the Bank's financial position for fiscal years ended 1998, 1997 and
1996 is as follows:
<TABLE>
<CAPTION>
1998 1997 1996
----------------- ------------------ ------------------
<S> <C> <C> <C>
Total Assets $100,903,605 $97,730,544 $95,769,043
Total Deposits 87,756,795 87,438,647 86,733,163
Total Stockholders' Equity 9,593,148 9,437,047 8,079,226
Net Income 1,665,050 1,357,070 528,181
Number of Issued and Outstanding
Shares 90,000 90,000 90,000
Book Value Per Share $106.59 $104.86 $89.77
Net Income Per Share 18.50 15.08 5.87
</TABLE>
The Bank's main offices are housed in a building located in Fitzgerald, Georgia.
The main offices, which are owned by the Bank, consist of approximately 13,000
square feet, three drive-in windows and an adjacent parking lot. Banking
operations also are conducted from the southside branch which is located at
South Dixie Highway, Fitzgerald, Georgia. This branch is owned by the Bank and
has been in continuous operation since it opened in December 1977. The branch
is a single story building with approximately 850 square feet and is operated
with three drive-in windows.
Competition
The banking business in Ben Hill County is highly competitive. The Bank
competes primarily with four other commercial banks operating in Ben Hill
County. Additionally, the Bank competes with one credit union located in the
area and, to a lesser extent, insurance companies and governmental agencies.
The banking industry is also experiencing increasing competition for deposits
from less traditional sources such as money market and mutual funds. The Bank
also offers "NOW" accounts, individual retirement accounts, simplified pension
plans, KEOGH plans and custodial accounts for minors.
Correspondents
As of December 31, 1998, the Bank had correspondent relationships with five
other banks. The Bank's principal correspondent is The Bankers Bank located in
Atlanta, Georgia. These correspondent banks provide certain services to the
Bank such as investing its excess funds, processing checks and other items,
buying and selling federal funds, handling money fund transfers and exchanges,
shipping coins and currency, providing security and safekeeping of funds and
other valuable items, handling loan participations and furnishing management
investment advice on the Bank's securities portfolio.
3
<PAGE>
Part I (Continued)
Item 1
ASHBURN BANK
History and Business of the Bank
Ashburn Bank was chartered as a state commercial bank in 1900 and currently
operates under the Financial Institutions Code of Georgia. The Bank's deposits
are insured up to $100,000 per account by the Federal Deposit Insurance
Corporation. The Bank conducts business at the offices located at 515 East
Washington and 416 East Washington in Ashburn, Turner County, Georgia, 1553 U.
S. Highway 19 South in Lee County, Georgia and 137 Robert B. Lee Drive in
Leesburg, Lee County, Georgia. The Bank's business consists of (1) the
acceptance of demand, savings and time deposits; (2) the making of loans to
consumers, business and other institutions; (3) investment of excess funds and
sale of federal funds, U.S. Treasury obligations and state, county and municipal
bonds; and (4) certain other miscellaneous financial services usually handled
for customers by commercial banks. The Bank does little mortgage lending and it
does not offer trust services. It acts as an agent for Visa Card and MasterCard
through The Bankers Bank.
A history of the Bank's financial position for fiscal years ended 1998, 1997 and
1996 is as follows:
<TABLE>
<CAPTION>
1998 1997 1996
------------ ------------ ------------
<S> <C> <C> <C>
Total Assets $114,402,843 $100,172,188 $85,665,407
Total Deposits 98,435,652 85,508,000 75,906,085
Total Stockholders' Equity 9,638,318 8,794,312 8,294,312
Net Income 1,403,712 1,308,236 1,420,284
Number of Issued and Outstanding
Shares 50,000 50,000 50,000
Book Value Per Share $192.77 $175.89 $165.89
Net Income Per Share 28.07 26.16 28.41
</TABLE>
Banking Facilities
The Bank's main office is located at 515 East Washington Street in Ashburn and
consists of a building of approximately 13,000 square feet of office and banking
space with an adjacent parking lot. A branch facility is located across the
street from the main office and consists of a single story building with
approximately 850 square feet and is operated with three drive-in windows.
During 1996, the Bank entered into a 5-year lease agreement with Winn-Dixie
Stores, Inc. to operate a retail banking facility at Winn Dixie's Lee County
location. The office consists of 350 square feet and includes 3 teller
positions, a new accounts area and a private office. The Bank opened a second
Lee County office in October 1998. This full service facility, located within
the city limits of Leesburg, consists of a two story brick building of
approximately 5,000 square feet and includes three drive-in lanes. A fourth
branch office is scheduled to open in Cordele, Crisp County, Georgia sometime in
1999. All other occupied premises, with the exception of the Lee County Winn
Dixie location, are owned by the Bank.
4
<PAGE>
Part I (Continued)
Item 1
Competition
The banking business is highly competitive. The Bank competes in Turner County
primarily with Community National Bank which operates out of one facility in
Ashburn, Georgia. Ashburn Bank is the larger of the two banks. The Bank also
competes with other financial institutions, including credit unions and finance
companies and, to a lesser extent, with insurance companies and certain
governmental agencies. The banking industry is also experiencing increased
competition for deposits from less traditional sources such as money market and
mutual funds.
Correspondents
Ashburn Bank has correspondent relationships with the following banks: The
Bankers Bank in Atlanta, Georgia; SouthTrust Bank of Georgia, N.A. in Atlanta,
Georgia; Regions Bank in Gainesville, Georgia; The Bank of Fitzgerald in
Fitzgerald, Georgia; AMSouth Bank of Alabama in Birmingham, Alabama; and the
Federal Home Loan Bank in Atlanta, Georgia. The correspondent relationships
facilitate the transactions of business by means of loans, letters of credit,
acceptances, collections, exchange services and data processing. As
compensation for these services, the Bank maintains balances with its
correspondents in noninterest-bearing accounts.
COMMUNITY BANK OF WILCOX
History and Business of the Bank
The Bank was chartered on June 2, 1906 under the name "Pitts Banking Company."
The name of the Bank subsequently was changed to Community Bank of Wilcox on
June 1, 1991 and currently operates under the Financial Institutions Code of
Georgia. The Bank's deposits are insured up to $100,000 per account by the
Federal Deposit Insurance Corporation. The Bank conducts business at locations
in Pitts and Rochelle in Wilcox County, Georgia. The Bank's business consists
of: (1) the acceptance of demand, savings and time deposits; (2) the making of
loans to consumers, business and other institutions; (3) investment of excess
funds and sale of federal funds, U.S. Treasury obligations and state, county and
municipal bonds; and (4) certain other miscellaneous financial services usually
handled for customers by commercial banks. The Bank does little mortgage
lending and it does not offer trust services.
5
<PAGE>
Part I (Continued)
Item 1
A history of the Bank's financial position for fiscal years ended 1998, 1997 and
1996 is as follows:
<TABLE>
<CAPTION>
1998 1997 1996
-------------- -------------- -------------
<S> <C> <C> <C>
Total Assets $28,075,187 $27,540,804 $24,352,566
Total Deposits 24,024,259 23,684,818 22,169,442
Total Stockholders' Equity 2,431,843 2,235,004 2,087,243
Net Income 288,897 293,907 327,183
Number of Issued and Outstanding
Shares 250 250 250
Book Value Per Share $9,727.37 $8,940.02 $8,348.97
Net Income Per Share 1,155.59 1,175.63 1,308.73
</TABLE>
Banking Facilities
The Bank operates out of two locations at 105 South Eighth Street, Pitts,
Georgia and at Highway 280, Rochelle, Georgia, both of which are in Wilcox
County. The Pitts office consists of a building of approximately 2,200 square
feet of usable office and banking space which it owns. The facility contains
one drive-in window and three teller windows. The Rochelle office, which opened
in August 1989, consists of a building of approximately 5,000 square feet of
usable office and banking space, which is owned by the Company.
Competition
The banking business is highly competitive. The Bank competes in Wilcox County
primarily with four commercial banks and one savings and loan institution. In
addition, the Bank competes with other financial institutions, including credit
unions and finance companies and, to a lesser extent, insurance companies and
certain governmental agencies. The banking industry is also experiencing
increased competition for deposits from less traditional sources such as money
market and mutual funds.
Correspondents
The Bank has correspondent relationships with the following banks: The Bankers
Bank in Atlanta, Georgia; Federal Home Loan Bank, in Atlanta, Georgia; AMSouth
Bank of Alabama in Birmingham, Alabama; and The Bank of Fitzgerald in
Fitzgerald, Georgia. The correspondent relationships facilitate the
transactions of business by means of loans, letters of credit, acceptances,
collections, exchange services and data processing. As compensation for these
services, the Bank maintains balances with its correspondents in noninterest-
bearing accounts.
6
<PAGE>
Part I (Continued)
Item 1
THE BANK OF DODGE COUNTY
History and Business of the Bank
The Bank was chartered on June 14, 1966 under the name "Bank of Chester." The
name of the Bank subsequently was changed to The Bank of Dodge County on April
15, 1983 and currently operates under the Financial Institutions Code of
Georgia. The Bank's deposits are insured up to $100,000 per account by the
Federal Deposit Insurance Corporation. The Bank's business consists of: (1)
the acceptance of demand, savings and time deposits; (2) the making of loans to
consumers, business and other institutions; (3) investment of excess funds in
the sale of federal funds, U.S. Treasury obligations and state, county and
municipal bonds; and (4) certain other miscellaneous financial services usually
handled for customers by commercial banks. The Bank does little mortgage
lending and it does not offer trust services.
A history of the Bank's financial position for fiscal years ended 1998, 1997 and
1996 is as follows:
<TABLE>
<CAPTION>
1998 1997 1996
------------- ------------- ------------
<S> <C> <C> <C>
Total Assets $45,353,965 $43,145,436 $44,528,215
Total Deposits 41,464,683 37,576,350 39,152,059
Total Stockholders' Equity 3,555,744 3,262,416 3,002,406
Net Income 382,605 310,178 414,550
Number of Issued and Outstanding
Shares 1,750 1,750 1,750
Book Value Per Share $2,031.85 $1,864.24 $1,715.66
Net Income Per Share 218.63 177.24 236.89
</TABLE>
Banking Facilities
The Bank's main office is located at 600 Oak Street in Eastman, Dodge County,
Georgia and consists of a building of approximately 11,000 square feet of office
and banking space with an adjacent parking lot and is operated with three drive-
in windows. The branch facility is located in Chester, Dodge County, Georgia
and consists of a building with approximately 2,700 square feet of office and
banking space and an adjacent parking lot. The Bank owns all of the premises
which it occupies.
Competition
The banking business is highly competitive. The Bank competes in the Dodge
County area with two other banks. In addition, the Bank competes with other
financial institutions, including credit unions and finance companies and, to a
lesser extent, insurance companies and certain governmental agencies. The
banking industry is also experiencing increased competition for deposits from
less traditional sources such as money market and mutual funds.
7
<PAGE>
Part I (Continued)
Item 1
Correspondents
The Bank has correspondent relationships with the following banks: The Bankers
Bank in Atlanta, Georgia; SouthTrust Bank of Georgia, N.A. in Atlanta, Georgia;
Compass Bank in Birmingham, Alabama; The Federal Home Loan Bank in Atlanta,
Georgia; and The Bank of Fitzgerald in Fitzgerald, Georgia. The correspondent
relationships facilitate the transactions of business by means of loans, letters
of credit, acceptances, collections, exchange services and data processing. As
compensation for these services, the Bank maintains balances with its
correspondents in noninterest-bearing accounts.
BANK OF WORTH
Bank of Worth operated as a savings and loan stock association until it was
acquired by the Company on July 31, 1991 at which time the association changed
its name to Bank of Worth and became a state-chartered commercial bank. The
Bank conducts business at its offices located at 402 West Franklin Street,
Sylvester, Worth County, Georgia and 605 West Second Street, Tifton, Tift
County, Georgia. The Bank's business consists of: (1) the acceptance of
demand, savings and time deposits; (2) the making of loans to consumers,
businesses and other institutions; (3) investment of excess funds and sale of
federal funds, U.S. Treasury obligations and state, county and municipal bonds;
and (4) certain other miscellaneous financial services usually handled for
customers by commercial banks. The Bank's deposits are insured up to $100,000
per account by the Federal Deposit Insurance Corporation. The Bank's loan
portfolio is heavily concentrated in mortgage loans due to the fact that it was
previously a savings and loan. The Bank does not offer trust services. It acts
as an agent for Visa Card and MasterCard through The Bankers Bank.
A history of the Bank's financial position for fiscal years ended 1998, 1997 and
1996 is as follows:
<TABLE>
<CAPTION>
1998 1997 1996
----------- ----------- -----------
<S> <C> <C> <C>
Total Assets $55,396,303 $44,917,783 $44,924,010
Total Deposits 51,076,265 40,970,101 41,350,280
Total Stockholders' Equity 3,969,437 3,600,017 3,237,175
Net Income 454,744 595,329 433,559
Number of Issued and Outstanding
Shares 95,790 95,790 95,790
Book Value Per Share $41.44 $37.58 $33.79
Net Income Per Share 4.75 6.21 4.53
</TABLE>
Banking Facilities
The Bank's main office is housed in a building located in Sylvester, Georgia.
The building, which is owned by the Bank, consists of approximately 13,000
square feet, a drive-in window and an adjacent parking lot. On June 15, 1998,
the Bank opened a branch office at 605 West Second Street, Tifton, Georgia. The
office is a single story building of approximately 2,300 square feet with one
attached drive-in window. A second branch office is scheduled to open in
Moultrie, Colquitt County, Georgia sometime in 1999.
8
<PAGE>
Part I (Continued)
Item 1
Competition
The banking business in Worth County and Tift County is highly competitive. The
Bank competes primarily with two other commercial banks operating in Worth
County and six other commercial banks in Tift County. Additionally, the Bank
competes with credit unions of employers located in the area and, to a lesser
extent, insurance companies and governmental agencies. The banking industry is
also experiencing increasing competition for deposits from less traditional
sources such as money market and mutual funds.
Correspondents
As of December 31, 1998, the Bank had correspondent relationships with four
other banks. The Bank's principal correspondent is The Bankers Bank located in
Atlanta, Georgia. These correspondent banks provide certain services to the
Bank such as investing its excess funds, processing checks and other items,
buying and selling federal funds, handling money fund transfers and exchanges,
shipping coins and currency, providing security and safekeeping of funds and
other valuable items, handling loan participations and furnishing management
investment advice on the Bank's securities portfolio.
COLONY BANK SOUTHEAST
History and Business of the Bank
Colony Bank Southeast, formerly Broxton State Bank, was chartered under the laws
of Georgia on August 4, 1966 and opened for business on September 1, 1966,
having absorbed "Citizens Bank," a private, unincorporated bank. It has
conducted a general banking business from a single location at 401 North Alabama
Street in Broxton, Georgia since that time.
The Bank is a full-service bank offering a wide variety of banking services
targeted at all sectors of the Bank's primary market area. The Bank offers
customary types of demand, savings, time and individual retirement accounts;
installment, commercial and real estate loans; home mortgages and personal
lines-of-credit; Visa and Master Card services through its correspondent,
Columbus Bank & Trust; safe deposit and night depository services; cashier's
checks, money orders, traveler's checks, wire transfers and various other
services that can be tailored to the customer's needs. The Bank does not offer
trust services at this time.
The Bank serves the residents of Coffee County, Georgia, which has a population
of approximately 32,000.
9
<PAGE>
Part I (Continued)
Item 1
A history of the Bank's financial position for fiscal years ended 1998, 1997 and
1996 is as follows:
<TABLE>
<CAPTION>
1998 1997 1996
----------- ----------- -----------
<S> <C> <C> <C>
Total Assets $34,925,063 $26,371,357 $23,060,340
Total Deposits 28,405,278 22,763,357 20,540,352
Total Stockholders' Equity 3,308,576 2,265,171 2,218,141
Net Income 59,204 135,301 193,516
Number of Issued and Outstanding
Shares 50,730 50,730 50,730
Book Value Per Share $65.22 $44.65 $43.72
Net Income Per Share 1.17 2.67 3.81
</TABLE>
Banking Facilities
The Bank operates one banking office located at 401 North Alabama Street,
Broxton, Georgia which consists of approximately 5,000 square feet of space.
The building is equipped with four alarm-equipped vaults, one for safe-deposit
boxes and cash storage, one for night depository service and two for record
storage. The building has two drive-in systems, one commercial drawer and one
pneumatic tube system. Colony Bank Southeast opened a branch office in Douglas,
Georgia on July 6, 1998. The two story brick building located at 625 West Ward
Street consists of approximately 8,300 square feet and provides four drive-in
lanes for customer convenience.
Competition
The banking business in Coffee County is highly competitive. Colony Bank
Southeast competes with six other banks and one credit union in Douglas,
Georgia. The banking industry is also experiencing increased competition for
deposits from less traditional sources such as money market and mutual funds.
Correspondents
The Bank has correspondent relationships with the following banks: NationsBank,
Atlanta, Georgia; SunTrust Bank, Atlanta, Georgia; The Bankers Bank, Atlanta,
Georgia; the Federal Home Loan Bank in Atlanta, Georgia and Columbus Bank &
Trust, Columbus, Georgia. The correspondent relationships facilitate the
transactions of business by means of loans, letters-of-credit, acceptances,
collections, exchange services and data processing. As compensation for these
services, the Bank maintains balances with its correspondents in noninterest-
bearing accounts.
10
<PAGE>
Part I (Continued)
Item 1
EMPLOYEES
As of December 31, 1998, Colony Bankcorp, Inc. and its subsidiaries employed 156
full-time employees and 26 part-time employees. Colony considers its
relationship with its employees to be excellent.
The subsidiary banks have noncontributory profit-sharing plans covering all
employees subject to certain minimum age and service requirements. All Banks
made contributions for all eligible employees in 1998. In addition, Colony
Bankcorp, Inc. and its subsidiaries maintain a comprehensive employee benefit
program providing, among other benefits, hospitalization, major medical
insurance and life insurance. Management considers these benefits to be
competitive with those offered by other financial institutions in south Georgia.
Colony's employees are not represented by any collective bargaining group.
MONETARY POLICY
Banking is a business that depends on interest rate differentials. In general,
the difference between the interest rates paid by the Banks on their deposits
and other borrowings and the interest rates received on loans extended to their
customers and on securities held in their portfolios comprises the major portion
of the Banks' earnings.
The earnings and growth of the Banks and of Colony are affected not only by
general economic conditions, both domestic and foreign, but also by the monetary
and fiscal policies of the United States and its agencies, particularly the
Board. The Board can and does implement national monetary policy, such as
seeking to curb inflation and combat recession, by its open market operations in
the United States government securities, limitations upon savings and time
deposit interest rates, adjustments in the amount of industry reserves that
banks and other financial institutions are required to maintain and adjustments
to the discount rates applicable to borrowings by banks from the Federal Reserve
System. In view of changing conditions in the national economy and in the money
markets, as well as the effect of actions by monetary and fiscal authorities,
including the Federal Reserve, no prediction can be made as to possible future
changes in interest rates, deposit levels, loan demand or the business and
earnings of the Banks.
SUPERVISION AND REGULATION OF COLONY BANKCORP, INC.
Colony is a bank holding company within the meaning of the Federal Bank Holding
Company Act of 1956, as amended (the "Bank Holding Company Act"). As a bank
holding company, Colony is required to file with the Board of Governors of the
Federal Reserve System (the "Board") an annual report and such additional
information as the Board may require pursuant to the Bank Holding Company Act.
The Board may also make examinations of Colony and each of its subsidiaries. In
addition, a bank holding company is required to obtain approval prior to
acquiring, directly or indirectly, ownership or control of a bank. A bank
holding company and its subsidiaries are also prohibited from acquiring any
voting shares of, or interest in, any banks located outside the state in which
the operations of the bank holding company's subsidiaries are located, unless
the acquisition is specifically authorized by the statutes of the state in which
the target is located. Several southeastern states, including Georgia, have
enacted reciprocal legislation that authorizes interstate acquisitions of
banking organizations by bank holding companies within the southeastern states.
As a result of this legislation, the Company may become a candidate for
acquisition by banking organizations located in those states that have enacted
reciprocal legislation. In addition, the entry of large bank holding companies
from those states into the market areas serviced by the Company would probably
result in increased competition.
11
<PAGE>
Part I (Continued)
Item 1
The Bank Holding Company Act also prohibits a bank holding company, with certain
exceptions, from acquiring more than 5 percent of the voting shares of any
company that is not a bank and from engaging in any business other than banking
or managing or controlling banks and other subsidiaries authorized by the Bank
Holding Company Act or furnishing services to, or performing services for, its
subsidiaries without the prior approval of the Board. The Board is authorized
to approve, among other things, the ownership of shares by a bank holding
company in any company the activities of which it has determined to be so
closely related to banking or to managing or controlling banks as to be a proper
incident thereto. Notice to and review by the Board of such activities would be
necessary before the Company could engage in such activities. The Board is
empowered to differentiate between activities that are initiated de novo by a
bank holding company or a subsidiary and activities commenced by acquisition of
a going concern.
The Company is also a bank holding company within the meaning of the Georgia
Bank Holding Company Act, which provides that, without the approval of the
Commissioner of the Georgia Department of Banking and Finance (the
"Commissioner"), it is unlawful (i) for any bank holding company to acquire
direct or indirect ownership or control of more than 5 percent of the voting
shares of any bank; (ii) for any bank holding company or subsidiary thereof,
other than a bank, to acquire all or substantially all of the assets of a bank;
or (iii) for any bank holding company to merge or consolidate with any other
bank holding company. It is unlawful for any bank holding company to acquire
direct or indirect ownership or control of more than 5 percent of the voting
shares of any bank unless such bank has been in existence and continuously
operating as a bank for a period of five years or more prior to the date of
application to the Commissioner for approval of such acquisition.
While the Company is not presently subject to any regulatory restrictions on
dividends, the Company's ability to pay dividends will depend to a large extent
on the amount of dividends paid by its subsidiaries. The Banks are subject to
regulatory restrictions on the payment of dividends. See Supervision and
Regulation of the Banks below.
SUPERVISION AND REGULATION OF THE BANKS
Federal banking regulations applicable to all depository financial institutions,
among other things, (i) provide federal bank regulatory agencies with powers to
prevent unsafe and unsound banking practices; (ii) restrict preferential loans
by banks to "insiders" of banks; (iii) require banks to keep information on
loans to major stockholders and executive officers; and (iv) bar certain
director and officer interlocks between financial institutions.
Colony is an affiliate of the banks under the Federal Reserve Act, which imposes
restrictions on loans to the Company by the Banks, or investments by the Banks
in securities of the Company and on the use of such securities as collateral
security for loans by the Banks to any borrower. Colony is also subject to
certain restrictions with respect to engaging in the business of issuing,
underwriting and distributing securities.
Bank holding companies may be compelled by bank regulatory authorities to invest
additional capital in the event their banks experience either significant loan
losses or rapid growth of loans or deposits. In addition, Colony may also be
required to provide additional capital to any additional banks it acquires as a
condition to obtaining the approvals and consents of regulatory authorities in
connection with such acquisitions.
12
<PAGE>
Part I (Continued)
Item 1
The Banks are examined and regulated by the Department of Banking and Finance of
the Sate of Georgia. Pursuant to regulations adopted by that authority, the
Banks must each have the approval of the Commissioner to pay cash dividends,
unless at the time of such payment (i) the total classified assets at the most
recent examination of such Bank do not exceed 80 percent of the equity capital
as reflected by such examination; (ii) the aggregate amount of dividends
declared or anticipated to be declared in the calendar year does not exceed 50
percent of the net profits, after taxes but before dividends, for the previous
calendar year; and (iii) the ratio of equity capital to adjusted total assets is
not less than 6 percent.
The Banks are members of the Federal Deposit Insurance Corporation (the "FDIC"),
which currently insures the deposits of each member bank up to a maximum of
$100,000 per account. For this protection, each Bank pays a semiannual
statutory assessment and is subject to the rules and regulations of the FDIC.
The FDIC has the authority to prevent the continuance or development of unsound
and unsafe banking practices. The FDIC is also authorized to approve
conversions, mergers, consolidations and assumption of deposit liability
transactions between insured banks and uninsured banks or institutions, and to
prevent capital or surplus diminution in such transactions where the resulting,
continuing or assumed bank is an insured nonmember state bank.
The Deposit Insurance Funds Act of 1996
In 1996, the FDIC issued The Deposit Insurance Funds Act of 1996 (Funds Act)
requiring the FDIC to impose a one-time special assessment on Savings
Association Insurance Fund (SAIF) assessable deposits held by institutions as of
March 31, 1995. The amount of the special assessment was based upon the August
31, 1996 SAIF balance and insured deposit data reported in the March 31, 1996
call reports. As a member of the SAIF, Bank of Worth was assessed $240,000 in
1996.
The Federal Deposit Insurance Corporation Improvement Act
On September 15, 1992, the FDIC approved final regulations adopting the risk-
related deposit insurance system that was proposed in May 1992. Under the
final risk-related insurance regulations, each insured depository institution
will be assigned to one of three risk calculations: "well-capitalized,"
"adequately capitalized" or "less than adequately capitalized," as defined in
regulations to be promulgated by the federal bank regulatory agencies pursuant
to FDICIA.
The Board and the FDIC approved minimum capital requirements for banks and bank
holding companies based in part on the degrees of risk to which the
institution's assets are subject. Under these rules, Colony and its subsidiary
banks are required to maintain a specified minimum ratio of "qualifying" capital
to risk-weighted assets. The ratio is calculated by dividing adjusted
qualifying capital by a weighted risk asset base. At least 50 percent of the
institution's qualifying capital must be "Core" or "Tier 1" capital. The
balance may be "Supplementary" or "Tier 2" capital. For purposes of the rules,
a bank holding company's Tier 1 capital is essentially equal to common
stockholders' equity, including retained earnings, plus a certain amount of
perpetual preferred stock, less intangible assets; Tier 2 capital includes the
excess of any perpetual preferred stock not included in Tier 1 capital,
mandatory convertible securities, subordinated debt and general reserves for
loan and lease losses limited to 1.25 percent of total risk-weighted assets.
The weighted risk asset base is equal to the sum of the aggregate dollar value
of assets and certain off balance sheet items (such as currency or interest rate
swaps) in each of five separate risk categories, multiplied by a weight assigned
to each specific asset category. After the items in each category have been
totaled and multiplied by the category's risk factor, the total of the adjusted
qualifying capital base is divided by the weighted risk assets to derive a
ratio. A minimum ratio of 4.0 percent of Tier 1 or Core Capital is required and
a minimum ratio of 8 percent of total risk-based capital is required. The
capital regulations also require the Bank to maintain a minimum leverage ratio
of 4 percent. Colony and its subsidiary banks met all regulatory capital
requirements as of December 31, 1998 as discussed in Management's Discussion and
Analysis of Financial Condition and Results of Operations.
13
<PAGE>
Part I (Continued)
Item 1
Each Bank also met its individual regulatory capital requirements as of December
31, 1997.
The Riegle-Neal Interstate Banking and Branching Efficiency Act
In September 1994, the Interstate Banking Act became law. The Interstate
Banking Act provides that as of September 29, 1995, adequately capitalized and
managed bank holding companies are permitted to acquire banks in any state.
State laws prohibiting interstate banking or discriminating against out-of-state
banks were preempted as of the effective date, although states were permitted to
require that target banks located within the state be in existence for a period
of up to five years before such banks may be subject to the Interstate Banking
Act. The Interstate Banking Act establishes deposit caps which prohibit
acquisitions that would result in the acquirer controlling 30 percent or more of
the deposits of insured banks and thrifts held in the state in which the
acquisition or merger is occurring or in any state in which the target maintains
a branch or 10 percent or more of the deposits nationwide. State-level deposit
caps are not preempted as long as they do not discriminate against out-of-state
acquirers, and the federal deposit caps apply only to initial entry
acquisitions.
The United States Congress and the Georgia General Assembly have periodically
considered and adopted legislation that has resulted in, and could further
result in, deregulation of both banks and other financial institutions. Such
legislation could modify or eliminate geographic restrictions on banks and bank
holding companies and current prohibitions against banks engaging in certain
nonbanking activities. Such legislative changes could place the Company in more
direct competition with other financial institutions, including mutual funds,
securities brokerage firms, insurance companies and investment banking firms.
The effect of any such legislation on the business of the Company cannot be
accurately predicted. The Company cannot predict what other legislation might
be enacted or what other regulations might be adopted, or if enacted or adopted,
the effect thereof.
Executive Officer
The following table sets forth certain information with respect to the executive
officer of the Registrant.
<TABLE>
<CAPTION>
Name (Age) Position with the Registrant Officer Since
- ------------------- -------------------------------------------------- -------------
<S> <C> <C>
James D. Minix (57) President and Chief Executive Officer and Director 1994
</TABLE>
The officer serves at the discretion of the board of directors.
Prior to 1994, Mr. Minix served as president of The Bank of Fitzgerald from
January 1993 through June 1994 and prior to that time, Mr. Minix served as
president of Ashburn Bank from February 1990 through December 1992.
Item 2
DESCRIPTION OF PROPERTY
The principal properties of the Registrant consist of the properties of the
Banks. For a description of the properties of the Banks, see "Item 1 - Business
of the Company and Subsidiary Banks" included elsewhere in this Annual Report.
14
<PAGE>
Part I (Continued)
Item 3
LEGAL PROCEEDINGS
Incorporated herein by reference to page 6 of the Company's Definitive Proxy
Statement for Annual Meeting of Stockholders to be Held April 27, 1999, filed
with the Securities and Exchange Commission on March 22, 1999 (File No. 0-
18486).
Item 4
SUBMISSION OF MATTERS TO A VOTE OF STOCKHOLDERS
No matters were submitted to a vote of the Registrant's stockholders during the
fourth quarter of 1998.
Part II
Item 5
MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
Effective April 2, 1998, Colony Bankcorp, Inc. common stock is quoted on the
NASDAQ National Market under the symbol "CBAN." Prior to this date, there was
no public market for the common stock of the registrant.
The following table sets forth the high, low and close sale prices per share of
the common stock as reported on the NASDAQ National Market, and the dividends
declared per share for the periods indicated.
<TABLE>
<CAPTION>
Year Ended December 31, 1998 High Low Close Per Share
- ---------------------------- ------- ------ ------ ---------
<S> <C> <C> <C> <C>
Fourth Quarter $27.00 $25.25 $25.50 $0.060
Third Quarter 25.38 25.25 25.38 0.060
Second Quarter 32.50 27.25 27.50 0.055
First Quarter N/A N/A N/A 0.055
</TABLE>
On February 18, 1997, the Company's Board of Directors approved a 50 percent
stock split effected in the form of a stock dividend payable to shareholders of
record on July 1, 1997. All share and per share information in this report has
been restated to give retroactive effect to this split. The Registrant paid
cash dividends on its common stock of $510,030 or $0.235 per share and $434,654
or $0.200 per share in 1998 and 1997, respectively.
As of December 31, 1998, the Company had approximately 912 shareholders of
record.
15
<PAGE>
Part II
Item 6
<TABLE>
<CAPTION>
Year Ended December 31,
----------------------------------------------------------------------------------
1998 1997 1996 1995 1994
----------------------------------------------------------------------------------
(Dollars in Thousands, except per share data)
<S> <C> <C> <C> <C> <C>
Selected Balance Sheet Data:
Total Assets.............................. $381,348 $342,947 $319,540 $299,246 $268,475
Total Loans............................... 252,864 234,288 206,863 200,837 183,499
Total Deposits............................ 330,746 298,162 285,676 271,646 244,751
Investment Securities..................... 71,798 56,915 63,378 51,560 53,458
Stockholders' Equity...................... 33,096 28,821 25,591 23,068 18,454
Selected Income
Statement Data:
Interest Income........................... 30,653 28,777 26,525 25,739 22,473
Interest Expense.......................... 15,521 13,992 13,158 12,140 9,512
-------- -------- -------- -------- --------
Net Interest Income..................... 15,132 14,785 13,367 13,599 12,961
Provision for Loan Losses................. 11,157 1,489 2,195 3,246 2,097
Other Income.............................. 2,659 2,528 2,649 2,334 1,955
Other Expense............................. 11,090 10,601 9,569 9,332 9,333
-------- -------- -------- -------- --------
Income Before Tax......................... 5,544 5,223 4,252 3,355 3,486
Income Tax Expense........................ 1,692 1,605 1,319 983 1,065
-------- -------- -------- -------- --------
Net Income.............................. 3,852 $3,618 $2,933 $2,372 $2,421
======== ======== ======== ======== ========
Per Share Data: (a)
- -------------------
Net Income (Diluted)...................... $1.74 $1.66 $1.35 $1.15 $1.17
Book Value................................ 14.96 13.26 11.78 10.61 8.95
Tangible Book Value....................... 14.85 13.15 11.66 11.01 8.81
Dividends................................. 0.23 0.20 0.18 0.23 0.20
Profitability Ratios:
- ---------------------
Net Income to Average Assets.............. 1.09% 1.11% 0.97% 0.84% 0.90%
Net Income to Average
Stockholders' Equity...................... 12.22% 13.21% 12.04% 11.48% 13.94%
Net Interest Margin....................... 4.66% 4.87% 4.74% 5.20% 5.20%
Loan Quality Ratios:
- -------------------
Net Charge-Offs to Total Loans............ 0.40% 0.58% 0.88% 1.18% 0.92%
Reserve for Loan Losses
to Total Loans and ORE.................... 1.86% 1.94% 2.12% 2.00% 1.71%
Nonperforming Assets to
Total Loans and OREO...................... 2.50% 2.51% 3.85% 2.98% 1.32%
Reserve for Loan Losses
to Nonperforming Loans....................... 74.55% 77.23% 54.88% 67.08% 129.39%
Reserve for Loan Losses
to Total Nonperforming Assets................ 65.21% 63.23% 40.75% 50.39% 69.67%
Liquidity Ratios:
- -----------------
Loans to Total Deposits...................... 76.45% 78.58% 72.41% 73.93% 74.97%
Loans to Average Earning Assets.............. 78.17% 77.16% 73.34% 76.83% 73.66%
Noninterest-Bearing Deposits
to Total Deposits............................. 8.83% 9.16% 10.05% 10.26% 11.54%
Capital Adequacy Ratios:
- -----------------------
Common Stockholders' Equity to Total Assets.. 8.68% 8.40% 8.01% 7.71% 6.87%
Total Stockholders' Equity to Total Assets... 8.68% 8.40% 8.01% 7.71% 6.87%
Dividend Payout Ratio........................ 13.24% 12.02% 13.60% 19.90% 17.27%
</TABLE>
(a) Per share data for all periods has been retroactively restated for a 100
percent stock split on July 1, 1995 and a 50 percent stock split on July 1,
1997. All stock splits were effected in the form of dividends.
16
<PAGE>
Part II (Continued)
Item 7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
Liquidity represents the ability to provide adequate sources of funds for
funding loan commitments and investment activities, as well as the ability to
provide sufficient funds to cover deposit withdrawals, payment of debt and
financing of operations. These funds are obtained by converting assets to cash
(representing primarily proceeds from collections on loans and maturities of
investment securities) or by attracting and obtaining new deposits. During
1998, the Company was successful in obtaining deposits as evidenced by the fact
that average deposits increased by 7.50 percent to $306,168,000 in 1998 from
average deposits of $284,800,000 in 1997. Should the need arise, the Company
also maintains relationships with Federal Home Loan Bank and several
correspondent banks that can provide funds on short notice.
Liquidity is monitored on a regular basis by management. The Company's
liquidity position remained satisfactory in 1998. Average liquid assets (cash
and amounts due from banks, interest-bearing deposits in other banks, funds sold
and investment securities) represented 30.24 percent of average deposits in 1998
as compared to 29.73 percent in 1997. Average loans represented 80.60 percent
of average deposits in 1998 as compared to 80.00 percent in 1997. Average
interest-bearing deposits were 85.08 percent of average earning assets in 1998
as compared to 84.92 percent in 1997.
The Company satisfies most of its capital requirements through retained
earnings. During 1998, retained earnings provided $3,342,000 of additional
equity. Additionally, equity increased $885,000 from stock offering proceeds
realized in the first quarter of 1998 and $49,000 from the change during the
year in unrealized gains (losses) on securities available for sale, net of
taxes. Thus, total equity increased by a net amount of $4,276,000. In 1997,
growth in equity was provided by retained earnings of $3,183,000 and increase in
unrealized gain (loss) on securities available for sale, net of taxes of $47,000
for a total equity increase of $3,230,000.
As of December 31, 1998, total capital of Colony approximated $33,096,000 and
there were no outstanding commitments for capital expenditures.
The Federal Reserve Board and the FDIC have issued risk-based capital guidelines
for U.S. banking organizations. The objective of these efforts is to provide a
more uniform framework that is sensitive to differences in risk assets among
banking organizations. The guidelines define a two-tier capital framework.
Tier 1 capital consists of common stock and qualifying preferred stockholders=
equity less goodwill. Tier 2 capital consists of certain convertible,
subordinated and other qualifying term debt and the allowance for loan losses up
to 1.25 percent of risk-weighted assets. The Company has no Tier 2 capital
other than the allowance for loan losses.
Using the capital requirements in effect at the end of 1998, the Tier 1 ratio as
of December 31, 1998 was 11.91 percent and total Tier 1 and 2 risk-based capital
was 13.17 percent. Both of these measures compare favorably with the regulatory
minimums of 4 percent for Tier 1 and 8 percent for total risk-based capital.
The Company's Tier 1 leverage ratio was 8.83 percent as of December 31, 1998
which exceeds the required leverage ratio standard of 4 percent.
17
<PAGE>
Part II (Continued)
Item 7
Liquidity and Capital Resources (Continued)
For 1998, average capital was $31,524,000 representing 8.92 percent of average
assets for the year. This percentage is up from the 1997 level of 8.43
percent. During the first quarter of 1998, the Company offered 44,250 shares of
stock at $20.00 per share which resulted in proceeds of $885,000 and increased
shares outstanding from 2,173,263 to 2,217,513.
In 1998, the Company paid annual dividends of $0.23 per share. The dividend
payout ratio, defined as dividends per share divided by net income per share,
was 13.22 percent in 1998 as compared with 12.05 percent in 1997.
As of December 31, 1998, management was not aware of any recommendations by
regulatory authorities which, if they were to be implemented, would have a
material effect on the Company's liquidity, capital resources or results of
operations. However, it is possible that examinations by regulatory
authorities in the future could precipitate additional loss charge-offs which
could materially impact the Company's liquidity, capital resources and results
of operations.
Results of Operations
The Company's results of operations are determined by its ability to effectively
manage interest income and expense, to minimize loan and investment losses, to
generate noninterest income and to control noninterest expense. Since interest
rates are determined by market forces and economic conditions beyond the control
of the Company, the ability to generate net interest income is dependent upon
the Banks' ability to obtain an adequate spread between the rate earned on
earning assets and the rate paid on interest-bearing liabilities. Thus, the key
performance measure for net interest income is the interest margin or net yield,
which is taxable-equivalent net interest income divided by average earning
assets.
Net Income
Net income for the year ended December 31,1998 increased to $3,852,000 from the
1997 net income of $3,618,000, representing an increase of $234,000, or 6.47
percent. This increase is the result of an increase in net interest income of
$347,000, a decrease of $332,000 in provision for loan losses and an increase of
$131,000 in noninterest income. These were offset by an increase in noninterest
expense of $448,000 and an increase in income tax expenses of $88,000. The
expansion projects undertaken in 1998 impacted earnings approximately $300,000;
however, the new offices provided $30,000,000 in asset growth during 1998 and
should further enhance shareholder value as they provide additional growth in
the future. On a fully-diluted per share basis, net income increased to $1.74
from the 1997 per share amount of $1.66, an $0.08 increase or 4.82 percent.
Net income for the year ended December 31, 1997 increased to $3,618,000 from the
1996 net income of $2,934,000, representing an increase of $684,000 or 23.31
percent. This increase is the result of an increase in net interest income of
$1,418,000 and a $705,000 decrease in provision for loan losses. These were
offset by a decrease in noninterest income of $121,000, an increase in
noninterest expense of $1,032,000 and an increase in income tax expense of
$286,000. On a fully-diluted per share basis, net income increased to $1.66
from the 1996 per share amount of $1.35, a $0.31 increase or 22.96 percent.
18
<PAGE>
Part II (Continued)
Item 7
Net Interest Margin
Net interest margin decreased to 4.66 percent in 1998 as compared to 4.91
percent in 1997. Net interest income increased by 2.35 percent to $15,132,000
in 1998 from $14,785,000 in 1997 on an increase in average earning assets to
$329,109,000 in 1998 from $303,648,000 in 1997 with an interest spread of 4.08
percent in 1998 as compared to 4.29 percent in 1997. Average loans increased by
$18,924,000 or 8.31 percent, average funds sold increased by $6,493,000 or 44.66
percent, average investment securities decreased by $95,000 or 1.46 percent and
average interest-bearing deposits in other banks increased by $139,000 or 18.19
percent, resulting in a net increase in average earning assets of $25,461,000 or
8.39 percent.
The net increase in average assets was funded by a net increase in average
deposits of 7.50 percent to $306,168,00 in 1998 from $284,800,000 in 1997.
Average interest-bearing deposits increased by 8.58 percent to $279,992,000 in
1998 from $257,871,000 in 1997 while average noninterest-bearing deposits
increased 2.80 percent to $26,176,000 in 1998 from $26,929,000 in 1997. Average
noninterest-bearing deposits represented 8.55 percent of total deposits in 1998
as compared to 9.46 percent in 1997.
The net interest margin decreased to 4.91 percent in 1997 as compared to 4.80
percent in 1996. Net interest income increased by 10.61 percent to $14,785,000
in 1997 from $13,367,000 in 1996 on an increase in average earning assets to
$303,648,000 in 1997 from $282,066,000 in 1996 with an interest spread of 4.29
percent in 1997 as compared to 4.18 percent in 1996. Average loans increased by
$18,655,000 or 8.92 percent, average funds sold decreased by $1,686,000 or 10.39
percent, average investment securities increased by $4,133,000 or 7.33 percent
and average interest-bearing deposits in other banks increased by $480,000 or
169.01 percent, resulting in a net increase in average earning assets of
$21,582,000 or 7.65 percent.
The net increase in average assets was funded by a net increase in average
deposits of 4.69 percent to $284,800,000 in 1997 from $272,042,000 in 1996.
Average interest-bearing deposits increased by 4.97 percent to $257,871,000 in
1997 from $245,662,000 in 1996 while average noninterest-bearing deposits
increased 2.08 percent to $26,929,000 in 1997 from $26,380,000 in 1996. Average
noninterest-bearing deposits represented 9.46 percent of total deposits in 1997
as compared to 9.70 percent in 1996.
Provision for Loan Losses
The allowance for loan losses represents a reserve for potential losses in the
loan portfolio. The adequacy of the allowance for loan losses is evaluated
periodically based on a review of all significant loans, with a particular
emphasis on nonaccruing, past due and other loans that management believes
require attention.
The provision for loan losses is a charge to earnings in the current period to
replenish the allowance for loan losses and maintain it at a level management
has determined to be adequate. The provision for loan losses was $1,157,000 in
1998 as compared to $1,489,000 in 1997, representing a decrease in the provision
of $332,000 or 22.30 percent. Net loan charge-offs represented 86.95 percent of
the provision for loan losses in 1998 as compared to 90.60 percent in 1997. The
decrease in loan charge-offs in 1998 resulted from management's effort the past
several years to improve credit quality and to eliminate weak and marginal
credits. Net loan charge-offs for 1998 represented 0.41 percent of average
loans outstanding as compared to 0.59 percent for 1997. As of December 31,
1998, the allowance for loan losses was 1.87 percent of total loans outstanding
as compared to an allowance for loan losses of 1.95 percent of total loans
19
<PAGE>
Part II (Continued)
Item 7
Provision for Loan Losses (Continued)
outstanding as of December 31, 1997. The loan loss reserve of 1.87 percent of
total loans outstanding provided coverage of 78.40 percent of nonperforming
loans and 68.14 percent of nonperforming assets as of December 31, 1998 as
compared to 77.29 percent and 63.28 percent, respectively, as of December 31,
1997. The determination of the reserve rests upon management's judgment about
factors affecting loan quality and assumptions about the economy. Management
considers the year-end allowance for loan losses adequate to cover potential
losses in the loan portfolio.
The provision for loan losses was $1,489,000 in 1997 as compared to $2,195,000
in 1996, representing a decrease in the provision of $706,000 or 32.12 percent.
Net loan charge-offs represented 90.60 percent of the provision for loan losses
in 1997 as compared to 82.52 percent in 1996. The decrease in loan charge-offs
in 1997 resulted from management's effort the past several years to improve
credit quality and to eliminate weak and marginal credits. Net loan charge-offs
for 1997 represented 0.59 percent of average loans outstanding as compared to
0.87 percent for 1996. As of December 31, 1997, the allowance for loan losses
was 1.95 percent of total loans outstanding as compared to an allowance for loan
losses of 2.14 percent of total loans outstanding as of December 31, 1996.
Noninterest Income
Noninterest income consists primarily of service charges on deposit accounts.
Service charges on deposit accounts totaled $1,932,000 in 1998 as compared to
$1,764,000 in 1997 or an increase of 9.52 percent. All other noninterest income
decreased by $37,000 to $727,000 in 1998 from $764,000 in 1997. There were no
significant variances in other noninterest income accounts in 1998 from 1997.
Service charges on deposit accounts totaled $1,764,000 in 1998 as compared to
$1,680,000 in 1996 or an increase of 5.00 percent. All other noninterest income
decreased by $205,000 to $764,000 in 1997 from $969,000 in 1996. The decrease
in other noninterest income was primarily attributable to premiums on loans sold
during 1997 of $15,000 compared to $189,000 in 1996.
Noninterest Expense
Noninterest expense increased by 4.60 percent to $11,088,000 in 1998 from
$10,600,000 in 1997. Salaries and employee benefits increased 4.97 percent to
$5,721,000 in 1998 from $5,450,000 in 1997 primarily due to increased staffing
with the three branches opened in Douglas, Leesburg and Tifton during 1998.
Occupancy and equipment expense increased by 19.62 percent to $1,878,000 in 1998
from $1,570,000 in 1997 primarily due to additional depreciation and occupancy
expense with the three branch offices opened during 1998. All other noninterest
expense decreased by 2.54 percent to $3,489,000 in 1998 from $3,580,000 in 1997.
Noninterest expense for 1998 decreased due to $141,000 of nonrecurring expense
included in 1997 resulting from a subsidiary bank buying out its data processing
contract in order to convert to Colony's data processing system. All other
expenses in the aggregate changed nominally.
20
<PAGE>
Part II (Continued)
Item 7
Noninterest Expense (Continued)
Noninterest expense increased by 10.77 percent to $10,600,000 in 1997 from
$9,569,000 in 1996. Salaries and employee benefits increased 8.78 percent to
$545,000 in 1997 from $5,009,000 in 1996 primarily due to increased staffing for
the branch in Leesburg, increased health insurance premiums and profit sharing
contributions. Occupancy and equipment expense increased by 28.78 percent to
$1,526,000 in 1997 from $1,185,000 in 1996 primarily due to increased
depreciation and occupancy expense with the Colony headquarters completed during
1997 and the depreciation expenses with data processing equipment purchased in
1997. All other noninterest expense increased by 7.41 percent to $3,625,000 in
1997 from $3,375,000 in 1996 primarily due to data processing expense incurred
approximating $223,000. Of this increase, $141,000 is nonrecurring and results
from a subsidiary bank buying out its data processing contract in order to
convert to Colony's data processing system. All other expenses in the aggregate
realized nominal change.
Income Tax Expense
Income before taxes increased by $321,000 to $5,544,000 in 1998 from $5,223,000
in 1996 with significant changes being an increase in net interest income of
$347,000 in 1998 as compared to 1997, a decrease in provision for loan losses of
$332,000 in 1998 as compared to 1997 and an increase in noninterest expenses net
of noninterest income of $358,000 in 1998 as compared to 1997. Income tax
expense increased 5.42 percent to $1,692,000 in 1998 from $1,605,000 in 1997.
Income tax expense as a percentage of income before taxes decreased by 0.68
percent to 30.52 percent in 1998 from 30.73 percent in 1997.
Income before taxes increased by $971,000 to $5,223,000 in 1997 from $4,252,000
in 1996 with significant changes being a decrease in provision for loan losses
of $705,000 in 1997 as compared to 1996, an increase in net interest income of
$1,418,000 in 1997 as compared to 1996 and an increase in noninterest expenses
net of noninterest income of $1,153,000 in 1997 as compared to 1996. Income tax
expense increased 21.68 percent to $1,605,000 in 1997 from $1,319,000 in 1996.
Income tax expense as a percentage of income before taxes decreased by 0.90
percent to 30.73 percent from 31.01 percent in 1996.
Outlook for 1999
Colony is an emerging company operating in an industry filled with nonregulated
competitors and a rapid pace of consolidation. The year brings with it new
opportunities for growth in existing markets, as well as opportunities to expand
into new markets through bank acquisitions and branching. Colony completed
three new branches in 1998 which are located in Douglas, Tifton and Leesburg,
Georgia. Colony has targeted new branches in two growth markets in South
Georgia for 1999. These new branches will be located in Cordele and Moultrie.
21
<PAGE>
Part II (Continued)
Item 7
Year 2000 Compliance Issue
Colony has initiated a company-wide program to identify and address issues
associated with the ability of its in-house systems and outside service
providers to properly recognize date-sensitive information as a result of the
century change on January 1, 2000 (Year 2000).
Colony has established a five-phase methodology for use in assessing the Year
2000 project's state of readiness. These phases are awareness, assessment,
renovation, validation and implementation. An appointed Year 2000 steering
committee monitors progress within these phases. These five phases are briefly
defined as follows: (1) awareness - defining the problem and establishing the
resources needed to achieve compliance; (2) assessment - identifying all areas
of operations affected by the Year 2000 date change issue; (3) renovation -
updating or replacement of affected systems; (4) validation - testing systems
and evaluating the results of testing; (5) implementation - certification and
acceptance of Year 2000 compliance.
The majority of the Year 2000 issues facing the Company are information
technology ("IT") in nature. All IT systems, which includes mainframe and
midrange computer systems are 95 percent complete in all phases. Testing of
these systems has produced satisfactory results. Non-IT systems, which include
embedded technology such as micro controllers, are also being considered. In
addition, all third party service providers have provided the Company with
documentation regarding the tested or anticipated compliance of their services.
Although the Company has obtained and continues to obtain these written
verifications, there can be no assurance that the potential impact of a major
interruption or failure in the services provided by these companies would not
have a material adverse effect on the Company's financial condition or results
of operations.
Colony has established contingency plans in the event of a failure caused by the
Year 2000 date change. This plan is designed to address the most likely risks
facing the Company during the rollover period. Some of these risks include
application system failures, power outages, security and environmental systems
failures.
Colony anticipates completion of all phases by early fall of 1999 with minimal
additional costs to be provided by Company earnings. The majority of remaining
costs will be spent on customer assurance related expenditures.
Forward-Looking Statements
This document contains statements that constitute "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. The words
"believe," "estimate," "intend," "anticipate" and similar expressions and
variations thereof identify certain of such forward-looking statements, which
speak only as of the dates which they were made. The Company undertakes no
obligations to publicly update or revise any forward-looking statements, whether
as a result of new information, future events, or otherwise. Users are
cautioned that any such forward-looking statements are not guarantees of future
performance and involve risks and uncertainties, and that actual results may
differ materially from those indicated in the forward-looking statements as a
result of various factors. Users are therefore cautioned not to place undue
reliance on these forward-looking statements.
22
<PAGE>
Part II (Continued)
Item 7
AVERAGE BALANCE SHEETS
<TABLE>
<CAPTION>
1998 1997 1996
-------------------------- -------------------------- -----------------------------
Average Income/ Yields/ Average Income/ Yields/ Average Income/ Yields/
($ in thousands) Balances Expense Rates Balances Expense Rates Balances Expense Rates
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Assets
Interest-Earning Assets
Loans, Net of Unearned Income
Taxable (1) $246,758 $25,851 10.48% $227,834 $24,227 10.63% $209,179 $22,372 10.70%
-------- ------- ----- -------- ------- ----- -------- ------- -----
Investment Securities
Taxable 52,551 3,234 6.15% 53,971 3,301 6.12% 49,380 2,962 6.00%
Tax-Exempt (2) 7,864 596 7.58% 6,539 492 7.52% 6,997 483 6.90%
-------- ------- ----- -------- ------- ----- -------- ------- -----
Total Investment Securities 60,415 3,830 6.34% 60,510 3,793 6.27% 56,377 3,445 6.11%
-------- ------- ----- -------- ------- ----- -------- ------- -----
Interest-Bearing Deposits in
Other Banks 903 49 5.43% 764 46 6.02% 284 9 3.17%
-------- ------- ----- -------- ------- ----- -------- ------- -----
Funds Sold 21,003 1,125 5.35% 14,540 823 5.66% 16,226 864 5.32%
-------- ------- ----- -------- ------- ----- -------- ------- -----
Total Interest-Earning Assets 329,109 30,855 9.38% 303,648 28,889 9.51% 282,066 26,690 9.46%
-------- ------- ----- -------- ------- ----- -------- ------- -----
Noninterest-Earning Assets
Cash 10,227 8,861 8,619
-------- -------- --------
Allowance for Loan Losses (4,742) (4,612) (4,346)
Other Assets 18,898 17,173 15,837
-------- -------- --------
Total Noninterest-Earning
Assets 24,383 21,422 20,110
-------- -------- --------
Total Assets $353,492 $325,070 $302,176
======== ======== ========
Liabilities and Stockholders'
Equity
Interest-Bearing Liabilities
Interest-Bearing Deposits
Interest-Bearing Demand $72,284 $ 2,009 2.78% $62,436 $1,909 3.06% $62,204 $1,863 3.00%
and Savings
Other Time 207,708 12,624 6.08% 195,435 11,381 5.82% 183,458 11,167 6.09%
-------- ------- ----- -------- ------- ----- -------- ------- -----
Total Interest-Bearing
Deposits 279,992 14,633 5.22% 257,871 13,290 5.15% 245,662 13,030 5.30%
-------- ------- ----- -------- ------- ----- -------- ------- -----
Other Interest-Bearing Liabilities
Debt 11,548 875 7.58% 9,813 664 6.77% 3,347 100 2.99%
Funds Purchased and Securities
Sold Under Agreement to
Repurchase 1,578 21 1.33% 558 38 6.81% 303 29 9.57%
-------- ------- ----- -------- ------- ----- -------- ------- -----
Total Other Interest-Bearing
Liabilities 13,126 896 6.83% 10,371 702 6.77% 3,650 129 3.53%
-------- ------- ----- -------- ------- ----- -------- ------- -----
Total Interest-Bearing
Liabilities 293,118 15,521 5.30% 268,242 13,992 5.22% 249,312 13,159 5.28%
-------- ------- ----- -------- ------- ----- -------- ------- -----
Noninterest-Bearing Liabilities and
Stockholders' Equity
Demand Deposits 26,176 26,929 26,380
Other Liabilities 2,674 2,503 2,121
Stockholders' Equity 26,176 27,396 24,363
-------- -------- --------
Total Noninterest-Bearing
Liabilities and
Stockholders' Equity 60,374 56,828 52,864
-------- -------- --------
Total Liabilities and
Stockholders' Equity $353,492 $325,070 $302,176
======== ======== ========
Interest Rate Spread 4.08% 4.29% 4.18%
===== ===== =====
Net Interest Income $15,334 $14,897 $13,531
======== ======= =======
Net Interest Margin 4.66% 4.91% 4.80%
===== ===== =====
</TABLE>
(1) The average balance of loans includes the average balance of nonaccrual
loans. Income on such loans is recognized and recorded on the cash basis.
(2) Taxable-equivalent adjustments totaling $202,547, $167,180 and $164,074 for
1998, 1997 and 1996, respectively, are included in tax-exempt interest on
investment securities. The adjustments are based on a federal tax rate of
34 percent with appropriate reductions for the effect of disallowed interest
expense incurred in carrying tax-exempt obligations.
23
<PAGE>
Part II (Continued)
Item 7
RATE/VOLUME ANALYSIS
The rate/volume analysis presented hereafter illustrates the change from year to
year for each component of the taxable equivalent net interest income separated
into the amount generated through volume changes and the amount generated by
changes in the yields/rates.
<TABLE>
<CAPTION>
Changes From 1997 to 1998(1) Changes From 1996 to 1997 (1)
($ in thousands) Volume Rate Total Volume Rate Total
------------------------------ --------------------------------
<S> <C> <C> <C> <C> <C> <C>
Interest Income
Loans, Net - Taxable $2,012 $(388) $1,624 $1,995 $(140) $1,855
-----------------------------------------------------------------
Investment Securities
Taxable (87) 20 (67) 275 64 339
Tax-Exempt 100 4 104 (32) 41 9
-----------------------------------------------------------------
Total Investment Securities 13 24 37 243 105 348
Interest-Bearing Deposits in
Other Banks 8 (5) 3 15 22 37
-----------------------------------------------------------------
Funds Sold 368 (66) 302 (90) 49 (41)
Total Interest Income 2,401 (435) 1,966 2,163 36 2,199
-----------------------------------------------------------------
Interest Expense
Interest-Bearing Demand and
Savings Deposits 301 (201) 100 7 39 46
Time Deposits 715 528 1,243 729 (515) 214
Other Interest-Bearing Liabilities
Funds Purchased and Securities
Under Agreement
to Repurchase 69 (86) (17) 24 (15) 9
Other Debt 117 94 211 193 371 564
-----------------------------------------------------------------
Total Interest Expense 1,202 335 1,537 953 (120) 833
-----------------------------------------------------------------
Net Interest Income $1,199 $(770) $429 $1,210 $156 $1,366
=================================================================
</TABLE>
(1) Changes in net interest income for the periods, based on either changes in
average balances or changes in average rates for interest-earning assets and
interest-bearing liabilities, are shown on this table. During each year,
there are numerous and simultaneous balance and rate changes; therefore, it
is not possible to precisely allocate the changes between balances and
rates. For the purpose of this table, changes that are not exclusively due
to balance changes or rate changes have been attributed to rates.
24
<PAGE>
Part II (Continued)
Item 7
INTEREST RATE SENSITIVITY
The following table represents the Company's interest-sensitivity gap between
interest-earning assets and interest-bearing liabilities as of December 31,
1998.
<TABLE>
<CAPTION>
Assets and Liabilities Repricing Within
------------------------------------------------------------------
3 Months 4 to 12 1 to 5 Over 5
($ in thousands) or Less Months 1 Year Years Years Total
------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Interest-Earning Assets
Interest-Bearing Deposits $ 1,057 $ 1,057 $ 1,057
Investment Securities 5,476 $3,261 8,737 $43,723 $19,338 71,798
Funds Sold 27,795 27,795 27,795
Loans, Net of Unearned Income 106,284 59,008 165,292 75,905 11,667 252,864
-------- -------- -------- ------- ------- --------
Total Interest-Earning Assets 140,612 62,269 202,881 119,628 31,005 353,514
-------- -------- -------- ------- ------- --------
Interest-Bearing Liabilities
Interest-Bearing Demand
and Savings Deposits (1) 75,635 75,635 75,635
Other Time Deposits 64,827 118,200 183,027 42,862 6 225,895
Short-Term Borrowings (2) 1,806 1,806 12,714 14,520
-------- -------- -------- ------- ------- --------
Total Interest-Bearing Liabilities 142,268 118,200 260,468 55,576 6 316,050
-------- -------- -------- ------- ------- --------
Interest-Sensitivity Gap (1,656) (55,931) (57,587) 64,052 30,999 37,464
-------- -------- -------- ------- ------- --------
Cumulative Interest-Sensitivity Gap $ (1,656) $(57,587) $(57,587) $ 6,465 $37,464 $ 37,464
======== ======== ======== ======= ======= ========
</TABLE>
25
<PAGE>
Part II (Continued)
Item 7
INVESTMENT PORTFOLIO
The following table presents carrying values of investment securities held by
the Company as of December 31, 1998, 1997 and 1996.
<TABLE>
<CAPTION>
($ in thousands) 1998 1997 1996
------- ------- -------
<S> <C> <C> <C>
U.S. Treasuries and Government Agencies $51,525 $36,187 $38,313
Obligations of States and Political Subdivisions 8,733 6,996 7,237
Other Securities 3,093 2,868 1,478
------- ------- -------
Investment Securities 63,351 46,051 47,028
Mortgage Backed Securities 8,447 10,864 16,350
------- ------- -------
Total Investment Securities and
Mortgage Backed Securities $71,798 $56,915 $63,378
======= ======= =======
</TABLE>
The following table represents maturities and weighted-average yields of
investment securities held by the Company as of December 31, 1998.
<TABLE>
<CAPTION>
After 1 Year But After 5 Years But
Within 1 Year Within 5 Years Within 10 Years After 10 Years
-------------- ---------------- ---------------- --------------
($ in thousands: yields on a tax-equivalent basis)
Amount Yield Amount Yield Amount Yield Amount Yield
------ ----- ------ ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
U.S. Government Agencies $4,511 5.283% $37,391 5.993% $9,623 6.080% $ 0 0.000%
Mortgage Backed Securities 0 0.000 714 6.266 826 6.495 6,907 6.646
Obligations of States and
Political Subdivisions 1,133 5.313 5,618 4.642 1,483 4.182 499 1.256
Other Securities 3,093 7.620 0 0.000 0 0.000 0 0.000
------ ----- ------- ----- ------- ----- ------ -----
Total Investment Portfolio $8,737 6.114% $43,723 5.824% $11,932 5.873% $7,406 5.569%
====== ===== ======= ===== ======= ===== ====== =====
</TABLE>
26
<PAGE>
Part II (Continued)
Item 7
LOANS
The following table presents the composition of the Company's loan portfolio as
of December 31 for the past five years.
<TABLE>
<CAPTION>
($ in thousands) 1998 1997 1996 1995 1994
-------- -------- -------- ------- --------
<S> <C> <C> <C> <C> <C>
Commercial, Financial and Agricultural $44,879 $34,883 $38,776 $34,459 $31,687
Real Estate
Construction 998 2,676 881 526 469
Mortgage, Farmland 18,980 21,898 25,769 23,680 26,334
Mortgage, Other 133,857 117,268 88,896 95,967 81,146
Consumer 40,928 42,956 44,608 38,865 39,263
Other 13,227 14,618 7,946 7,381 4,623
-------- -------- -------- ------- --------
252,869 234,299 206,876 200,878 183,522
Unearned Discount (5) (11) (13) (41) (23)
(4,726) (4,575) (4,435) (4,051) (3,179)
-------- -------- -------- ------- --------
Loans, Net $248,138 $229,713 $202,428 $196,786 $180,320
======== ======== ======== ======== ========
</TABLE>
The following table presents total loans less unearned discount as of
December 31, 1998 according to maturity distribution.
<TABLE>
<CAPTION>
Maturity ($ in thousands)
<S> <C>
One Year or Less $165,292
After One Year through Five Years 75,905
After Five Years 11,667
--------
$252,864
========
</TABLE>
The following table presents an interest rate sensitivity analysis of the
Company's loan portfolio as of December 31, 1998.
<TABLE>
<CAPTION>
Within 1 to 5 1 to 5 After 5
($ in thousands) 1 Year Years Years Total
-------- ------- ------- --------
<S> <C> <C> <C> <C>
Loans with
Predetermined Interest Rates $ 84,890 $75,617 $11,653 $172,160
Floating or Adjustable Interest Rates 80,402 288 14 80,704
-------- ------- ------- --------
Loans, Net of Unearned Income $165,292 $75,905 $11,667 $252,864
======== ======= ======= ========
</TABLE>
27
<PAGE>
Part II (Continued)
Item 7
NONPERFORMING LOANS
A loan is placed on nonaccrual status when, in management's judgment, the
collection of interest income appears doubtful. Interest receivable that has
been accrued in prior years and is subsequently determined to have doubtful
collectibility is charged to the allowance for possible loan losses. Interest
on loans that are classified as nonaccrual is recognized when received. Past
due loans are loans whose principal or interest is past due 90 days or more. In
some cases, where borrowers are experiencing financial difficulties, loans may
be restructured to provide terms significantly different from the original
contractual terms.
The following table presents, at the dates indicated, the aggregate of
nonperforming loans for the categories indicated.
<TABLE>
<CAPTION>
December 31,
-----------------------------------------------------------
1998 1997 1996 1995 1994
------- ------ ------ ------- ------
($ in thousands)
<S> <C> <C> <C> <C> <C>
Loans Accounted for on a Nonaccrual Basis $5,823 $5,744 $7,396 $5,229 $2,197
Installment Loans and Term Loans
Contractually Past Due 90 Days or
More as to Interest or Principal
Payments and Still Accruing 296 145 364 213 237
Loans, the Terms of Which Have Been
Renegotiated to Provide a Reduction
or Deferral of Interest or Principal
Because of Deterioration in the Financial
Position of the Borrower 220 5 321 597 23
Loans Now Current About Which There are
Serious Doubts as to the Ability of the
Borrower to Comply with Present Loan
Repayment Terms - - - - -
</TABLE>
During the year ended December 31, 1998, approximately $1,410,000 of loans was
charged off and approximately $403,000 was recovered on charged-off loans. All
loans classified by regulatory authorities as loss during regular examinations
in 1998 have been charged off. As of December 31, 1998, the allowance for loan
losses was adequate to cover all loans classified by regulatory authorities as
doubtful or substandard.
28
<PAGE>
Part II (Continued)
Item 7
COMMITMENTS AND CONTINGENCIES
In the ordinary course of business, the Banks have entered into off balance
sheet financial instruments which are not reflected in the consolidated
financial statements. These instruments include commitments to extend credit,
standby letters of credit, guarantees and liability for assets held in trust.
Such financial instruments are recorded in the financial statements when funds
are disbursed or the instruments become payable. The Banks use the same credit
policies for these off balance sheet financial instruments as they do for
instruments that are recorded in the consolidated financial statements.
Following is an analysis of the significant off balance sheet financial
instruments as of December 31, 1998 and 1997.
<TABLE>
<CAPTION>
1998 1997
-------- --------
($ in thousands)
<S> <C> <C>
Commitments to Extend Credit $35,980 $30,197
Standby Letters of Credit 1,346 825
------- -------
$37,326 $31,022
======= =======
</TABLE>
Commitments generally have fixed expiration dates or other termination clauses
and may require payment of a fee. Since many of the commitment amounts expire
without being drawn upon, the total commitment amounts do not necessarily
represent future cash requirements. The credit risk involved in issuing these
financial instruments is essentially the same as that involved in extending
loans to customers.
The Company does not anticipate any material losses as a result of the
commitments and contingent liabilities.
The nature of the business of the Company is such that it ordinarily results in
a certain amount of litigation. In the opinion of management and counsel for
the Company and the Banks, there is no litigation in which the outcome will have
a material effect on the consolidated financial statements.
29
<PAGE>
Part II (Continued)
Item 7
SUMMARY OF LOAN LOSS EXPERIENCE
The allowance for possible loan losses is created by direct charges to
operations. Losses on loans are charged against the allowance in the period in
which such loans, in management's opinion, become uncollectible. Recoveries
during the period are credited to this allowance. The factors that influence
management's judgment in determining the amount charged to operating expense are
past loan experience, composition of the loan portfolio, evaluation of possible
future losses, current economic conditions and other relevant factors. The
Company's allowance for loan losses was approximately $4,726,000 as of December
31, 1998, representing 1.87 percent of year-end total loans outstanding,
compared with $4,575,000 as of December 31, 1997, which represented 1.95 percent
of year-end total loans outstanding. The allowance for loan losses is reviewed
continuously based on management's evaluation of current risk characteristics of
the loan portfolio as well as the impact of prevailing and expected economic
business conditions. Management considers the allowance for loan losses
adequate to cover possible loan losses on the loans outstanding.
Management has not allocated the Company's allowance for loan losses to specific
categories of loans. Based on management's best estimate, approximately 10
percent of the allowance should be allocated to real estate loans, 50 percent to
commercial, financial and agricultural loans and 40 percent to
consumer/installment loans as of December 31, 1998.
The following table presents an analysis of the Company's loan loss experience
for the periods indicated.
<TABLE>
<CAPTION>
($ in thousands) 1998 1997 1996 1995 1994
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Allowance for Loan Losses at Beginning of Year $4,575 $4,435 $4,051 $3,179 $2,775
------ ------ ------ ------ ------
Charge-Offs
Commercial, Financial and Agricultural 617 1,026 2,294 2,042 906
Real Estate 111 160 8 4 11
Consumer 681 670 515 861 925
------ ------ ------ ------ ------
1,409 1,856 2,817 2,907 1,842
------ ------ ------ ------ ------
Recoveries
Commercial, Financial and Agricultural 144 219 816 77 42
Real Estate 36 37 9 3 3
Consumer 233 251 181 453 103
------ ------ ------ ------ ------
403 507 1,006 533 148
------ ------ ------ ------ ------
Net Charge-Offs 1,006 1,349 1,811 2,374 1,694
------ ------ ------ ------ ------
Provision for Loans Losses 1,157 1,489 2,195 3,246 2,098
------ ------ ------ ------ ------
Allowance for Loan Losses at End of Year $4,726 $4,575 $4,435 $4,051 $3,179
====== ====== ====== ====== ======
Ratio of Net Charge-Offs to Average Loans 0.41% 0.59% 0.87% 1.19% 0.89%
====== ====== ====== ====== ======
</TABLE>
30
<PAGE>
Part II (Continued)
Item 7
DEPOSITS
The following table presents the average amount outstanding and the average rate
paid on deposits by the Company for the years 1998, 1997 and 1996.
<TABLE>
<CAPTION>
1998 1997 1996
---------------------- ----------------------- ----------------------
Average Average Average Average Average Average
($ in thousands) Amount Rate Amount Rate Amount Rate
-------- ------- -------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Noninterest-Bearing Demand Deposits $ 26,176 $ 26,929 $ 26,380
Interest-Bearing Demand and Savings 72,284 2.78% 62,436 3.06% 62,204 2.99%
Time Deposits 207,708 6.08 195,435 5.82 183,458 6.09
-------- ---- -------- ---- -------- ----
$306,168 5.22% $284,800 5.15% $272,042 5.30%
======== ==== ======== ==== ======== ====
</TABLE>
The following table presents the maturities of the Company's other time deposits
as of December 31, 1998.
<TABLE>
<CAPTION>
Other Time Other Time
Deposits Deposits
$100,000 Less Than
($ in thousands) or Greater $100,000 Total
----------- ---------- -------
<S> <C> <C> <C>
Months to Maturity
3 or Less 22,361 $ 42,466 $ 64,827
Over 6 through 12 38,727 79,473 118,200
Over 12 Months 9,908 32,960 42,868
------ -------- --------
70,996 $154,899 $225,895
====== ======== ========
</TABLE>
Return on Assets and Stockholders' Equity
The following table presents selected financial ratios for each of the periods
indicated.
<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------
1998 1997 1996
----- ---- ------
<S> <C> <C> <C>
Return on Assets 1.09% 1.11% 0.97%
Return on Equity 12.22% 13.21% 12.04%
Dividend Payout 13.24% 12.02% 13.60%
Equity to Assets 8.92% 8.43% 8.06%
</TABLE>
31
<PAGE>
Part II (Continued)
Item 8
FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA
The following consolidated financial statements of the Registrant and its
subsidiaries are included on exhibit 99(b) of this Annual Report on Form 10-K:
Consolidated Balance Sheets - December 31, 1998 and 1997
Consolidated Statements of Income - Years Ended December 31, 1998, 1997 and
1996
Consolidated Statements of Comprehensive Income - Years Ended December 31,
1998, 1997 and 1996
Consolidated Statements of Stockholders' Equity - Years Ended December 31,
1998, 1997 and 1996
Consolidated Statements of Cash Flows - Years Ended December 31, 1998, 1997
and 1996
Notes to Consolidated Financial Statements
QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
The following is a summary of the unaudited quarterly results of operations for
the years ended December 31, 1998 and 1997:
<TABLE>
<CAPTION>
Three Months Ended
------------------------------------
Dec. 31 Sept. 30 June 30 Mar. 31
------- -------- ------- -------
($ in thousands, except per share data)
<S> <C> <C> <C> <C>
1998
Interest Income $7,848 $7,824 $7,519 $7,462
Interest Expense 4,057 3,990 3,803 3,671
------- ------ ------ ------
Net Interest Income 3,791 3,834 3,716 3,791
Provision for Loan Losses 377 270 231 279
Securities Gains 10 29 0 2
Noninterest Income 635 693 645 645
Noninterest Expense 2,975 2,947 2,725 2,443
------- ------ ------ ------
Income Before Income Taxes 1,084 1,339 1,405 1,716
Provision for Income Taxes 280 422 441 549
------- ------ ------ ------
Net Income $ 804 $ 917 $ 964 $1,167
======= ====== ====== ======
Net Income Per Common Share (1)
Basic $0.37 $0.41 $0.43 $0.53
Diluted $0.37 $0.41 $0.43 $0.53
</TABLE>
32
<PAGE>
Part II (Continued)
Item 8 (Continued)
<TABLE>
<CAPTION>
Three Months Ended
-----------------------------------
Dec. 31 Sept. 30 June 30 Mar. 31
------- -------- ------- -------
($ in thousands, except per share data)
1997
<S> <C> <C> <C> <C>
Interest Income $7,401 $7,316 $7,123 $6,937
Interest Expense 3,680 3,614 3,408 3,290
------ ------ ------ ------
Net Interest Income 3,721 3,702 3,715 3,647
Provision for Loan Losses 404 332 468 285
Securities Gains 2 0 2 7
Noninterest Income 587 585 658 687
Noninterest Expense 2,908 2,689 2,587 2,417
------ ------ ------ ------
Income Before Income Taxes 998 1,266 1,320 1,639
Provision for Income Taxes 300 385 402 518
------ ------ ------ ------
Net Income $ 698 $ 881 $ 918 $1,121
====== ====== ====== ======
Net Income Per Common Share (1)
Basic $0.31 $0.41 $0.42 $0.52
Diluted $0.31 $0.41 $0.42 $0.52
</TABLE>
(1) Adjusted for stock dividends and stock splits, as applicable.
Item 9
CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
There was no accounting or disclosure disagreement or reportable event with the
former or current auditors that would have required the filing of a report on
Form 8-K.
Part III
Item 10
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Incorporated herein by reference to pages 4 and 5 of the Company's Definitive
Proxy Statement for Annual Meeting of Stockholders to be held on April 27, 1999,
filed with the Securities and Exchange Commission on March 22, 1999 (File No. 0-
18486).
Item 11
EXECUTIVE COMPENSATION
Incorporated herein by reference to pages 8, 9 and 10 of the Company's
Definitive Proxy Statement for Annual Meeting of Stockholders to be held on
April 27, 1999, filed with the Securities and Exchange Commission on March 22,
1999 (File No. 0-18486).
33
<PAGE>
Part III (Continued)
Item 12
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Incorporated herein by reference to pages 2 and 3 of the Company's Definitive
Proxy Statement for Annual Meeting of Stockholders to be held on April 27, 1999,
filed with the Securities and Exchange Commission on March 22, 1999 (File No. 0-
18486).
Item 13
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Incorporated herein by reference to page 6 of the Company's Definitive Proxy
Statement for Annual Meeting of Stockholders to be held on April 27, 1999, filed
with the Securities and Exchange Commission on March 22, 1999 (File No. 0-
18486).
Part IV
Item 14
EXHIBITS AND REPORTS ON FORM 8-K
<TABLE>
<CAPTION>
<S> <C>
(A) Exhibits included herein:
Exhibit No.
3(a) Articles of Incorporation
-filed as Exhibit 3(a) to the Registrant's Registration Statement on Form 10 (File No.
0-18486), filed with the Commission on April 25, 1990 and incorporated herein by
reference
3(b) Bylaws, as amended
-filed as Exhibit 3(b) to the Registrant's Registration Statement on Form 10 (File No.
0-18486), filed with the Commission on April 25, 1990 and incorporated herein by
reference
4 Instruments Defining the Rights of Security Holders
-incorporated herein by reference to page 1 of the Company's Definitive Proxy
Statement for Annual Meeting of Stockholders to be held on April 28, 1998, filed with
the Securities and Exchange Commission on March 26, 1998 (File No. 0-18486)
10 Material Contracts
10(a) Deferred Compensation Plan and Sample Director Agreement
-filed as Exhibit 10(a) to the Registrant's Registration Statement on Form 10 (File
No. 0-18486), filed with the Commission on April 25, 1990 and incorporated herein by
reference
</TABLE>
34
<PAGE>
Part IV (Continued)
Item 14
<TABLE>
<CAPTION>
<S> <C>
(A) Exhibits included herein:
Exhibit No.
10(b) Profit-Sharing Plan dated January 1, 1979
-filed as Exhibit 10(b) to the Registrant's Registration Statement on Form 10 (File
No. 0-18486), filed with the Commission on April 25, 1990 and incorporated herein by
reference
11 Statement Re Computation of Per Share Earnings
21 Subsidiaries of the Company
27 Financial Data Schedule
99 Additional Exhibits
99(a) Consolidated Financial Statements
-Independent Auditor's Report
-Consolidated Balance Sheets - December 31, 1998 and 1997
-Consolidated Statements of Income - Years Ended December 31, 1998, 1997 and 1996
-Consolidated Statements of Comprehensive Income - Years Ended December 31, 1998, 1997
and 1996
-Consolidated Statements of Stockholders' Equity - Years Ended December 31, 1998, 1997
and 1996
-Consolidated Statements of Cash Flows - Years Ended December 31, 1998, 1997 and 1996
-Notes to Consolidated Financial Statements
All schedules are omitted as the required information is inapplicable or the
information is presented in the financial statements or related notes.
(B) No reports on Form 8-K have been filed by the registrant during the last quarter of
the period covered by this report.
</TABLE>
35
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, Colony Bankcorp, Inc. has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized:
COLONY BANKCORP, INC.
/s/ James D. Minix
- ------------------------------------------------
James D. Minix
President/Director/Chief Executive Officer
Date: 3/29/99
/s/ Terry L. Hester
- ------------------------------------------------
Terry L. Hester
Executive Vice-President/Controller/Chief
Financial Officer/Director
Date: 3/29/99
- ------------------------------------------------
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
<S> <C>
/s/ Terry Coleman Date: 3-29-99
- -------------------------------------------------- ------------------------
Terry Coleman, Director
/s/ L. Morris Downing Date: 3-29-99
- -------------------------------------------------- ------------------------
L. Morris Downing, Director
/s/ Milton N. Hopkins, Jr. Date: 3-29-99
- -------------------------------------------------- ------------------------
Milton N. Hopkins, Jr., Director
/s/ Harold E. Kimball Date: 3-29-99
- -------------------------------------------------- ------------------------
Harold E. Kimball, Director
</TABLE>
36
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
/s/ Marion H. Massee, III Date: 3-29-99
- -------------------------------------------------- ------------------------
Marion H. Massee, III, Director
/s/ Ben B. Mill, Jr. Date: 3-29-99
- -------------------------------------------------- ------------------------
Ben B. Mill, Jr., Director
/s/ Ralph D. Roberts, M.D. Date: 3-29-99
- -------------------------------------------------- ------------------------
Ralph D. Roberts, M.D., Director
/s/ W. B. Roberts, Jr. Date: 3-29-99
- -------------------------------------------------- ------------------------
W. B. Roberts, Jr., Director
/s/ R. Sidney Ross Date: 3-29-99
- -------------------------------------------------- ------------------------
R. Sidney Ross, Director
/s/ Joe K. Shiver Date: 3-29-99
- -------------------------------------------------- ------------------------
Joe K. Shiver, Director
/s/ Curtis A. Summerlin Date: 3-29-99
- -------------------------------------------------- ------------------------
Curtis A. Summerlin, Director
</TABLE>
37
<PAGE>
EXHIBIT NO. 11
STATEMENT OF COMPUTATION OF EARNINGS PER SHARE
Year Ended
December 31, 1998
--------------------
Earnings
Shares Per Share
------ ---------
(In Thousands)
Basic Weighted Average Shares Outstanding 2,213 $1.74
===== =====
Diluted
Average Shares Outstanding 2,213
Common Stock Equivalents 0
-----
2,213 $1.74
===== =====
Year Ended
December 31, 1997
--------------------
Earnings
Shares Per Share
------ ---------
Basic Weighted Average Shares Outstanding 2,173 $1.66
===== =====
Diluted
Average Shares Outstanding 2,173
Common Stock Equivalents 0
-----
2,173 $1.66
===== =====
<PAGE>
EXHIBIT NO. 21
SUBSIDIARIES OF THE COMPANY
Name of Subsidiary State of Incorporation
- -------------------------- ----------------------------
The Bank of Fitzgerald Georgia
Ashburn Bank Georgia
The Bank of Dodge County Georgia
Bank of Worth Georgia
Community Bank of Wilcox Georgia
Colony Bank Southeast Georgia
Colony Management Services, Inc. Georgia
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<CASH> 11,208,042
<INT-BEARING-DEPOSITS> 1,056,846
<FED-FUNDS-SOLD> 27,795,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 70,239,995
<INVESTMENTS-CARRYING> 1,557,643
<INVESTMENTS-MARKET> 1,537,471
<LOANS> 252,863,664
<ALLOWANCE> 4,726,161
<TOTAL-ASSETS> 381,347,912
<DEPOSITS> 330,745,512
<SHORT-TERM> 1,806,498
<LIABILITIES-OTHER> 2,985,245
<LONG-TERM> 12,714,372
22,175,130
0
<COMMON> 0
<OTHER-SE> 10,921,155
<TOTAL-LIABILITIES-AND-EQUITY> 381,347,912
<INTEREST-LOAN> 25,851,093
<INTEREST-INVEST> 3,626,743
<INTEREST-OTHER> 1,174,850
<INTEREST-TOTAL> 30,652,686
<INTEREST-DEPOSIT> 14,624,765
<INTEREST-EXPENSE> 15,521,065
<INTEREST-INCOME-NET> 15,131,621
<LOAN-LOSSES> 1,157,330
<SECURITIES-GAINS> 40,838
<EXPENSE-OTHER> 11,088,504
<INCOME-PRETAX> 5,544,420
<INCOME-PRE-EXTRAORDINARY> 3,851,948
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,581,948
<EPS-PRIMARY> 1.74
<EPS-DILUTED> 1.74
<YIELD-ACTUAL> 4.28
<LOANS-NON> 5,822,523
<LOANS-PAST> 296,000
<LOANS-TROUBLED> 220,000
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 4,575,265
<CHARGE-OFFS> 1,409,770
<RECOVERIES> 403,336
<ALLOWANCE-CLOSE> 4,726,161
<ALLOWANCE-DOMESTIC> 4,726,161
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
<PAGE>
EXHIBIT 99(a)
[LETTERHEAD OF MCNAIR, MCLEMORE, MIDDLEBROOKS & CO., LLP APPEARS HERE]
REPORT OF INDEPENDENT ACCOUNTANTS
The Board of Directors and Stockholders
Colony Bankcorp, Inc. and Subsidiaries
We have audited the accompanying consolidated balance sheets of Colony Bankcorp,
Inc. and Subsidiaries as of December 31, 1998 and 1997 and the related
consolidated statements of income, comprehensive income, changes in
stockholders' equity and cash flows for each of the years in the three-year
period ended December 31, 1998. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Colony Bankcorp,
Inc. and Subsidiaries as of December 31, 1998 and 1997 and the results of
operations and cash flows for each of the years in the three-year period ended
December 31, 1998 in conformity with generally accepted accounting principles.
McNAIR, McLEMORE, MIDDLEBROOKS & CO., LLP
Macon, Georgia
February 19, 1999
F-1
<PAGE>
COLONY BANKCORP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31
ASSETS
1998 1997
------------ ------------
Cash and Balances Due from Depository
Institutions $ 12,264,888 $ 11,764,243
Federal Funds Sold 27,795,000 25,540,000
Investment Securities
Available for Sale, at Fair Value 70,239,995 53,678,315
Held to Maturity, at Cost (Fair Value of
$1,537,471 and $3,213,088 as of December 31,
1998 and 1997, Respectively) 1,557,643 3,237,101
------------ ------------
71,797,638 56,915,416
Loans 252,869,139 234,298,902
Allowance for Loan Losses (4,726,161) (4,575,265)
Unearned Interest and Fees (5,475) (10,827)
------------ ------------
248,137,503 229,712,810
Premises and Equipment 11,685,848 9,134,750
Other Real Estate 907,536 1,311,070
Other Assets 8,759,499 8,568,277
------------ ------------
Total Assets $381,347,912 $342,946,566
============ ============
The accompanying notes are an integral part of these balance sheets.
F-2
<PAGE>
COLONY BANKCORP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
1998 1997
------------ ------------
<S> <C> <C>
Deposits
Noninterest-Bearing $ 29,215,638 $ 27,319,830
Interest-Bearing 301,529,874 270,842,224
------------ ------------
330,745,512 298,162,054
Borrowed Money 14,520,870 13,074,042
Other Liabilities 2,985,245 2,889,778
Stockholders' Equity
Common Stock, Par Value $10 a Share;
Authorized 5,000,000 Shares, Issued
2,217,513 and 2,173,263 Shares as of
December 31, 1998 and 1997, Respectively 22,175,130 21,732,630
Paid-In Capital 1,579,711 1,137,424
Retained Earnings 9,425,045 6,083,128
Accumulated Other Comprehensive Income,
Net of Tax (83,601) (132,490)
------------ ------------
33,096,285 28,820,692
------------ ------------
Total Liabilities and Stockholders' Equity $381,347,912 $342,946,566
============ ============
</TABLE>
The accompanying notes are an integral part of these balance sheets.
F-3
<PAGE>
COLONY BANKCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31
<TABLE>
<CAPTION>
1998 1997 1996
----------- ----------- -----------
<S> <C> <C> <C>
Interest Income
Loans, Including Fees $25,851,093 $24,281,672 $22,371,529
Federal Funds Sold 1,125,395 815,771 863,648
Deposits with Other Banks 49,455 46,563 8,742
Investment Securities
U. S. Treasury 40,461 67,895 48,024
U. S. Government Agencies 2,957,590 3,119,552 2,817,365
State, County and Municipal 393,179 324,525 318,497
Other Investments 93,666 71,959 73,622
Dividends on Other Investments 141,847 49,302 23,202
----------- ----------- -----------
30,652,686 28,777,239 26,524,629
----------- ----------- -----------
Interest Expense
Deposits 14,624,765 13,290,972 12,847,850
Federal Funds Purchased 21,518 37,787 28,517
Borrowed Money 874,782 663,603 281,716
----------- ----------- -----------
15,521,065 13,992,362 13,158,083
----------- ----------- -----------
Net Interest Income 15,131,621 14,784,877 13,366,546
Provision for Loan Losses 1,157,330 1,489,417 2,194,595
----------- ----------- -----------
Net Interest Income After Provision for Loan Losses 13,974,291 13,295,460 11,171,951
----------- ----------- -----------
Noninterest Income
Service Charges on Deposits 1,931,721 1,763,676 1,679,895
Other Service Charges, Commissions and Fees 372,918 412,372 464,193
Securities Gains 40,838 10,895 41,140
Other 313,156 341,057 463,861
----------- ----------- -----------
2,658,633 2,528,000 2,649,089
----------- ----------- -----------
Noninterest Expenses
Salaries and Employee Benefits 5,721,257 5,450,362 5,009,239
Occupancy and Equipment 1,878,200 1,569,500 1,185,489
Directors' Fees 350,125 367,530 335,875
Legal and Professional Fees 297,282 333,836 362,177
Other Real Estate Expense 252,089 383,241 288,377
Other 2,589,551 2,496,074 2,387,675
----------- ----------- -----------
11,088,504 10,600,543 9,568,832
----------- ----------- -----------
Income Before Income Taxes 5,544,420 5,222,917 4,252,208
Income Taxes 1,692,472 1,605,043 1,318,666
----------- ----------- -----------
Net Income $ 3,851,948 $ 3,617,874 $ 2,933,542
=========== =========== ===========
Net Income Per Share of Common Stock
Basic $ 1.74 $ 1.66 $ 1.35
=========== =========== ===========
Diluted $ 1.74 $ 1.66 $ 1.35
=========== =========== ===========
Weighted Average Shares Outstanding 2,213,138 2,173,263 2,173,263
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
F-4
<PAGE>
COLONY BANKCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31
<TABLE>
<CAPTION>
1998 1997 1996
---------- ---------- ----------
<S> <C> <C> <C>
Net Income $3,851,948 $3,617,874 $2,933,542
---------- ---------- ----------
Other Comprehensive Income, Net of Tax
Gains on Securities Arising During the Year 75,842 53,634 16,020
Reclassification Adjustment (26,953) (7,191) (27,152)
---------- ---------- ----------
Unrealized Gains (Losses) on Securities 48,889 46,443 (11,132)
---------- ---------- ----------
Comprehensive Income $3,900,837 $3,664,317 $2,922,410
========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these statements.
F-5
<PAGE>
COLONY BANKCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
<TABLE>
<CAPTION>
Accumulated
Other
Shares Common Paid-In Retained Comprehensive
Outstanding Stock Capital Earnings Income Total
----------- ----------- ---------- ----------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1995 1,448,842 $14,488,420 $1,137,424 $ 7,609,740 $(167,801) $23,067,783
Unrealized Loss on Securities Available
for Sale, Net of Tax of $3,195 (11,132) (11,132)
Dividends Paid (399,164) (399,164)
Net Income 2,933,542 2,933,542
--------- ----------- ---------- ----------- --------- -----------
Balance, December 31, 1996 1,448,842 14,488,420 1,137,424 10,144,118 (178,933) 25,591,029
50 Percent Stock Dividend 724,421 7,244,210 (7,244,210)
Unrealized Gain on Securities Available
for Sale, Net of Tax of $25,230 46,443 46,443
Dividends Paid (434,654) (434,654)
Net Income 3,617,874 3,617,874
--------- ----------- ---------- ----------- --------- -----------
Balance, December 31, 1997 2,173,263 21,732,630 1,137,424 6,083,128 (132,490) 28,820,692
Common Stock Issuance 44,250 442,500 442,287 884,787
Unrealized Gain on Securities Available
for Sale, Net of Tax of $50,181 48,889 48,889
Dividends Paid (510,031) (510,031)
Net Income 3,851,948 3,851,948
--------- ----------- ---------- ----------- --------- -----------
Balance, December 31, 1998 2,217,513 $22,175,130 $1,579,711 $ 9,425,045 $ (83,601) $33,096,285
========= =========== ========== =========== ========= ===========
</TABLE>
The accompanying notes are an integral part of these statements.
F-6
<PAGE>
COLONY BANKCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31
<TABLE>
<CAPTION>
1998 1997 1996
----------- ----------- -----------
<S> <C> <C> <C>
Cash Flows from Operating Activities
Net Income $ 3,851,948 $ 3,617,874 $ 2,933,542
Adjustments to Reconcile Net Income to Net
Cash Provided from Operating Activities
Depreciation 975,416 791,383 561,314
Amortization and Accretion (24,522) 4,742 155,951
Provision for Loan Losses 1,157,330 1,489,417 2,194,595
Deferred Income Taxes (7,175) (8,490) (177,468)
Securities Gains (40,838) (10,895) (41,140)
(Gain) Loss on Sale of Equipment (570) (21,308) (19,521)
Loss on Sale of Other Real Estate and Repossessions 20,418 9,505 50,149
Other Real Estate Writedown (3,906) 200,215 21,440
Change In
Interest Receivable (406,960) (614,121) 159,991
Prepaid Expenses (22,718) 32,476 (88,840)
Interest Payable 145,607 114,921 100,413
Accrued Expenses and Accounts Payable 162,348 99,540 302,664
Other (51,426) (146,051) (396,301)
----------- ----------- -----------
5,754,952 5,559,208 5,756,789
----------- ----------- -----------
Cash Flows from Investing Activities
Interest-Bearing Deposits in Other Banks (42,125) (123,721) (792,000)
Purchase of Investment Securities
Available for Sale (87,364,577) (25,733,360) (33,797,492)
Proceeds from Sale of Investment Securities
Available for Sale 5,118,297 3,941,475 4,010,848
Proceeds from Maturities, Calls and Paydowns
of Investment Securities
Available for Sale 65,800,538 27,882,652 17,753,150
Held to Maturity 1,750,190 495,832 153,372
Proceeds from Sale of Equipment 135,200 13,917 65,198
Loans to Customers, Net (20,686,240) (30,656,316) (9,626,783)
Purchase of Premises and Equipment (3,661,144) (2,966,106) (1,295,639)
Other Real Estate and Repossessions 1,513,034 3,165,121 955,081
Cash Surrender Value of Life Insurance (34,036) (51,278) (40,402)
----------- ----------- -----------
(37,470,863) (24,031,784) (22,614,667)
----------- ----------- -----------
Cash Flows from Financing Activities
Interest-Bearing Customer Deposits 30,687,650 13,889,434 13,165,052
Noninterest-Bearing Customer Deposits 1,895,808 (1,403,605) 865,055
Proceeds from Borrowed Money 7,500,000 11,338,110 1,826,269
Dividends Paid (485,642) (434,654) (399,164)
Federal Funds Purchased - (160,000) 2,000,000
Principal Payments on Borrowed Money (6,053,172) (3,759,938) (674,867)
Proceeds from Issuance of Common Stock 884,787 - -
----------- ----------- -----------
34,429,431 19,469,347 16,782,345
----------- ----------- -----------
Net Increase (Decrease) in Cash and Cash Equivalents 2,713,520 996,771 (75,533)
Cash and Cash Equivalents, Beginning 36,289,522 35,292,751 35,368,284
----------- ----------- -----------
Cash and Cash Equivalents, Ending $39,003,042 $36,289,522 $35,292,751
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
F-7
<PAGE>
COLONY BANKCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) Summary of Significant Accounting Policies
Basis of Presentation
Colony Bankcorp, Inc. is a multi-bank holding company located in Fitzgerald,
Georgia. The consolidated financial statements include the accounts of Colony
Bankcorp, Inc. and its wholly-owned subsidiaries, The Bank of Fitzgerald,
Fitzgerald, Georgia; Ashburn Bank, Ashburn, Georgia; The Bank of Worth,
Sylvester, Georgia; The Bank of Dodge County, Eastman, Georgia; Community Bank
of Wilcox, Pitts, Georgia; Colony Bank Southeast, Broxton, Georgia (the Banks);
and Colony Management Services, Inc., Fitzgerald, Georgia. All significant
intercompany accounts have been eliminated in consolidation. The accounting and
reporting policies of Colony Bankcorp, Inc. conform to generally accepted
accounting principles and practices utilized in the commercial banking industry.
Certain reclassifications have been made in the 1996 and 1997 financial
statements to conform to the 1998 presentation.
In preparing the financial statements, management is required to make estimates
and assumptions that affect the reported amounts of assets and liabilities as of
the balance sheet date and revenues and expenses for the period. Actual results
could differ significantly from those estimates. Material estimates that are
particularly susceptible to significant change in the near-term relate to the
determination of the allowance for loan losses, the valuation of real estate
acquired in connection with foreclosures or in satisfaction of loans and the
valuation of deferred tax assets.
In February 1997, the Financial Accounting Standards Board (FASB) issued
Statement No. 128, Earnings Per Share (SFAS 128). SFAS 128 replaced the
calculation of primary and fully diluted earnings per share (EPS) with basic and
diluted EPS. Unlike primary EPS, basic EPS excludes any dilutive effects of
options, warrants and convertible securities. Diluted EPS is very similar to
fully diluted EPS. All EPS amounts presented have been restated, as applicable,
to conform with the new requirements.
Investment Securities
The Company records investment securities under Statement of Financial
Accounting Standards No. 115, Accounting for Certain Investments in Debt and
Equity Securities. Under the provisions of SFAS 115, the Company must classify
its securities as trading, available for sale or held to maturity. Trading
securities are purchased and held for sale in the near term. Securities held to
maturity are those which the Company has the ability and intent to hold until
maturity. All other securities not classified as trading or held to maturity
are considered available for sale.
Securities available for sale are measured at fair value with unrealized gains
and losses reported net of deferred taxes as a separate component of
stockholders' equity. Fair value represents an approximation of realizable
value as of December 31, 1998 and 1997. Realized and unrealized gains and
losses are determined using the specific identification method. Premiums and
discounts are recognized in interest income using the interest method over the
period to maturity.
F-8
<PAGE>
(1) Summary of Significant Accounting Policies (Continued)
Loans
Loans are generally reported at principal amount less unearned interest and
fees. Impaired loans are recorded under SFAS 114, Accounting by Creditors for
Impairment of a Loan and SFAS 118, Accounting by Creditors for Impairment of a
Loan-Income Recognition and Disclosures. Impaired loans are loans for which
principal and interest are unlikely to be collected in accordance with the
original loan terms and, generally, represent loans delinquent in excess of 120
days which have been placed on nonaccrual status and for which collateral values
are less than outstanding principal and interest. Small balance, homogeneous
loans are excluded from impaired loans. Generally, interest payments received
on impaired loans are applied to principal. Upon receipt of all loan principal,
additional interest payments are recognized as interest income on the cash
basis.
Other nonaccrual loans are loans for which payments of principal and interest
are considered doubtful of collection under original terms but collateral values
equal or exceed outstanding principal and interest.
Colony Bankcorp, Inc.'s loans consist of commercial, financial and agricultural
loans, real estate mortgage loans and consumer loans primarily to individuals
and entities located throughout central and south Georgia. Accordingly, the
ultimate collectibility of the loans is largely dependent upon economic
conditions in the central and south Georgia area.
Allowance for Loan Losses
The allowance method is used in providing for losses on loans. Accordingly, all
loan losses decrease the allowance and all recoveries increase it. The
provision for loan losses is based on factors which, in management's judgment,
deserve current recognition in estimating possible loan losses. Such factors
considered by management include growth and composition of the loan portfolio,
economic conditions and the relationship of the allowance for loan losses to
outstanding loans.
An allowance for loan losses is maintained for all impaired loans. Provisions
are made for impaired loans upon changes in expected future cash flows or
estimated net realizable value of collateral. When determination is made that
impaired loans are wholly or partially uncollectible, the uncollectible portion
is charged off.
Management believes the allowance for possible loan losses is adequate. While
management uses available information to recognize losses on loans, future
additions to the allowance may be necessary based on changes in economic
conditions. In addition, various regulatory agencies, as an integral part of
their examination process, periodically review the Company's allowance for loan
losses. Such agencies may require the Company to recognize additions to the
allowance based on their judgment about information available to them at the
time of their examination.
F-9
<PAGE>
(1) Summary of Significant Accounting Policies (Continued)
Premises and Equipment
Premises and equipment are recorded at acquisition cost net of accumulated
depreciation.
Depreciation is charged to operations over the estimated useful lives of the
assets. The estimated useful lives and methods of depreciation are as follows:
Description Life in Years Method
- ----------- ------------- ------
Banking Premises 15-40 Straight-Line and Accelerated
Furniture and Equipment 5-10 Straight-Line and Accelerated
Expenditures for major renewals and betterments are capitalized. Maintenance and
repairs are charged to operations as incurred. When property and equipment are
retired or sold, the cost and accumulated depreciation are removed from the
respective accounts and any gain or loss is reflected in other income or
expense.
Cash Flows
For reporting cash flows, cash and cash equivalents include cash on hand,
noninterest-bearing amounts due from banks and federal funds sold. Cash flows
from demand deposits, NOW accounts, savings accounts, loans and certificates of
deposit are reported net.
Income Taxes
Income taxes are provided for the tax effects of transactions reported in the
consolidated financial statements and consist of taxes currently due plus
deferred taxes. Deferred taxes are recognized for differences between the basis
of assets and liabilities for financial statement and income tax purposes. The
differences relate primarily to depreciable assets (use of different
depreciation methods for financial statement and income tax purposes) and
allowance for loan losses (use of the allowance method for financial statement
purposes and the experience method for tax purposes). The deferred tax assets
and liabilities represent the future tax return consequences of those
differences, which will either be taxable or deductible when the assets and
liabilities are recovered or settled.
Other Real Estate
Other real estate generally represents real estate acquired through foreclosure
and is initially recorded at the lower of cost or estimated market value at the
date of acquisition. Losses from the acquisition of property in full or partial
satisfaction of debt are recorded as loan losses. Subsequent declines in value,
routine holding costs and gains or losses upon disposition are included in other
losses.
Comprehensive Income
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards 130, Reporting Comprehensive Income, with an
effective date for fiscal years beginning after December 15, 1997, and earlier
application encouraged. Upon adoption, comparative statements for prior years
must be reclassified. SFAS 130 has been applied to the financial statements of
all years presented herein.
F-10
<PAGE>
(1) Summary of Significant Accounting Policies (Continued)
Comprehensive Income (Continued)
Accounting principles generally require that recognized revenue, expenses, gains
and losses be included in net income. Certain changes in assets and liabilities,
such as unrealized gains and losses on securities available for sale, represent
equity changes from economic events of the period other than transactions with
owners and are reported as a separate component of the equity section of the
consolidated balance sheets. Such items are considered components of other
comprehensive income. The purpose of SFAS 130 is to present in the financial
statements net income and all items of other comprehensive income as total
comprehensive income. The adoption of SFAS 130 had no effect on Colony
Bankcorp, Inc. and Subsidiaries' consolidated net income or stockholders'
equity.
(2) Cash and Balances Due from Depository Institutions
Components of cash and balances due from depository institutions are as follows
as of December 31:
1998 1997
----------- -----------
Cash on Hand and Cash Items $ 2,933,319 $ 3,211,247
Noninterest-Bearing Deposits with Other Banks 8,274,723 7,538,275
Interest-Bearing Deposits with Other Banks 1,056,846 1,014,721
----------- -----------
$12,264,888 $11,764,243
=========== ===========
(3) Investment Securities
Investment securities as of December 31, 1998 are summarized as follows:
<TABLE>
<CAPTION>
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
----------- ---------- ---------- -----------
<S> <C> <C> <C> <C>
Securities Available for Sale
U.S. Government Agencies
Mortgage Backed $ 8,433,734 $ 40,189 $ (26,333) $ 8,447,590
Other 51,186,270 97,080 (58,601) 51,224,749
State, County and Municipal 7,379,788 101,290 (6,031) 7,475,047
The Banker's Bank Stock 50,000 - - 50,000
Federal Home Loan Bank Stock 2,093,600 - - 2,093,600
Marketable Equity Securities 1,130,022 - (181,013) 949,009
----------- -------- --------- -----------
$70,273,414 $238,559 $(271,978) $70,239,995
=========== ======== ========= ===========
</TABLE>
F-11
<PAGE>
(3) Investment Securities (Continued)
<TABLE>
<CAPTION>
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
---------- ---------- ---------- -----------
<S> <C> <C> <C> <C>
Securities Held to Maturity
U.S. Government Agencies $ 299,977 $ - $ (71) $ 299,906
State, County and Municipal 1,257,666 17,002 (37,103) 1,237,565
---------- ------- -------- ----------
$1,557,643 $17,002 $(37,174) $1,537,471
========== ======= ======== ==========
</TABLE>
The amortized cost and fair value of investment securities as of December 31,
1998, by contractual maturity, are shown below. Expected maturities will differ
from contractual maturities because issuers have the right to call or prepay
obligations with or without call or prepayment penalties.
<TABLE>
<CAPTION>
Securities
------------------------------------------------------------
Available for Held to
Sale Maturity
---------------------------- --------------------------
Amortized Fair Amortized Fair
Cost Value Cost Value
----------- ----------- ---------- ----------
<S> <C> <C> <C> <C>
Due in One Year or Less $ 5,182,873 $ 5,189,207 $ 454,977 $ 455,667
Due After One Year Through Five Years 42,167,469 42,296,948 710,652 718,124
Due After Five Years Through Ten Years 11,102,940 11,106,412 - -
Due After Ten Years 112,776 107,229 392,014 363,680
----------- ----------- ---------- ----------
58,566,058 58,699,796 1,557,643 1,537,471
Federal Home Loan Bank Stock 2,093,600 2,093,600 - -
The Banker's Bank Stock 50,000 50,000 - -
Marketable Equity Securities 1,130,022 949,009 - -
Mortgage Backed Securities 8,433,734 8,447,590 - -
----------- ----------- ---------- ----------
$70,273,414 $70,239,995 $1,557,643 $1,537,471
=========== =========== ========== ==========
</TABLE>
Investment securities as of December 31, 1997 are summarized as follows:
<TABLE>
<CAPTION>
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
----------- ---------- ---------- -----------
<S> <C> <C> <C> <C>
Securities Available for Sale
U.S. Treasury $ 1,074,417 $ 15 $ (2,982) $ 1,071,450
U.S. Government Agencies
Mortgage Backed 10,865,944 59,966 (61,944) 10,863,966
Other 33,467,748 40,633 (42,363) 33,466,018
State, County and Municipal 5,327,846 85,451 (4,574) 5,408,723
The Banker's Bank Stock 50,000 - - 50,000
Federal Home Loan Bank Stock 1,869,600 - - 1,869,600
Marketable Equity Securities 1,130,022 - (181,464) 948,558
----------- -------- --------- -----------
$53,785,577 $186,065 $(293,327) $53,678,315
=========== ======== ========= ===========
</TABLE>
F-12
<PAGE>
(3) Investment Securities (Continued)
<TABLE>
<CAPTION>
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
----------- ---------- ---------- -----------
<S> <C> <C> <C> <C>
Securities Held to Maturity
U.S. Government Agencies $1,649,506 $ - $ (5,597) $1,643,909
State, County and Municipal 1,587,595 860 (19,276) 1,569,179
---------- ---- -------- ----------
$3,237,101 $860 $(24,873) $3,213,088
========== ==== ======== ==========
</TABLE>
Proceeds from sales of investments available for sale were $5,118,297 in 1998,
$3,941,475 in 1997 and $4,010,848 in 1996. Gross realized gains totaled
$40,838, $10,895 and $41,140 in 1998, 1997 and 1996, respectively.
Investment securities having a carrying value approximating $26,373,000 and
$25,563,000 as of December 31, 1998 and 1997, respectively, were pledged to
secure public deposits and for other purposes.
(4) Loans
The composition of loans as of December 31 are:
1998 1997
------------ ------------
Commercial, Financial and Agricultural $ 44,878,612 $ 34,882,730
Real Estate-Construction 998,177 2,675,732
Real Estate-Farmland 18,980,153 21,898,075
Real Estate-Other 133,857,717 117,268,524
Installment Loans to Individuals 40,927,863 42,955,910
All Other Loans 13,226,617 14,617,931
------------ ------------
$252,869,139 $234,298,902
============ ============
Nonaccrual loans are loans for which principal and interest are doubtful of
collection in accordance with original loan terms and for which accruals of
interest have been discontinued due to payment delinquency. Nonaccrual loans
totaled $5,822,523 and $5,773,635 as of December 31, 1998 and 1997,
respectively. Foregone interest on nonaccrual loans approximated $611,000 in
1998, $280,000 in 1997 and $693,000 in 1996.
Colony Bankcorp, Inc. recognizes impaired loans as nonaccrual loans delinquent
in excess of 120 days for which collateral values are insufficient to recover
outstanding principal and interest under original loan terms. Impaired loan
data as of December 31 and for the years then ended follows:
F-13
<PAGE>
(4) Loans (Continued)
1998 1997
---------- ----------
Total Investment in Impaired Loans $1,352,536 $1,292,081
Less Allowance for Impaired Loan Losses (374,675) (460,703)
---------- ----------
Net Investment, December 31 $ 977,861 $ 831,378
========== ==========
Average Investment during the Year $1,640,023 $1,303,248
========== ==========
Income Recognized during the Year $ 126,252 $ 51,147
========== ==========
Income Collected during the Year $ 130,752 $ 51,969
========== ==========
(5) Allowance for Loan Losses
Transactions in the allowance for loan losses are summarized below for the years
ended December 31:
<TABLE>
<CAPTION>
1998 1997 1996
----------- ----------- -----------
<S> <C> <C> <C>
Balance, Beginning $ 4,575,265 $ 4,434,867 $ 4,051,243
Provision Charged to Operating Expenses 1,157,330 1,489,417 2,194,595
Loans Charged Off (1,409,770) (1,857,304) (2,817,098)
Loan Recoveries 403,336 508,285 1,006,127
----------- ----------- -----------
Balance, Ending $ 4,726,161 $ 4,575,265 $ 4,434,867
=========== =========== ===========
</TABLE>
The allowances for loan losses presented above include allowances for impaired
loan losses. Transactions in the allowance for impaired loan losses during
1998, 1997 and 1996 were as follows:
<TABLE>
<CAPTION>
1998 1997 1996
----------- ----------- -----------
<S> <C> <C> <C>
Balance, Beginning $ 460,703 $419,490 $ 38,696
Provision Charged to Operating Expenses 14,267 50,652 382,716
Loans Charged Off (100,295) (9,439) (1,922)
--------- -------- --------
Balance, Ending $ 374,675 $460,703 $419,490
========= ======== ========
</TABLE>
F-14
<PAGE>
(6) Premises and Equipment
Premises and equipment are comprised of the following as of December 31:
1998 1997
----------- -----------
Land $ 1,436,779 $ 1,306,197
Building 8,719,989 6,717,201
Furniture, Fixtures and Equipment 7,220,220 5,937,798
Leasehold Improvements 205,698 179,580
----------- -----------
17,582,686 14,140,776
Accumulated Depreciation (5,896,838) (5,006,026)
----------- -----------
$11,685,848 $ 9,134,750
=========== ===========
Depreciation charged to operations totaled $975,416 in 1998, $791,383 in 1997
and $561,314 in 1996.
Certain Company facilities and equipment are leased under various operating
leases. Rental expense approximated $147,800 for 1998, $109,800 for 1997 and
$8,600 for 1996.
Future minimum rental payments as of December 31, 1998 are as follows:
Year Ending
December 31 Amount
----------- --------
1999 $ 84,334
2000 72,984
2001 71,445
2002 70,308
2003 48,718
--------
$347,789
========
(7) Income Taxes
The Company records income taxes under SFAS No. 109, Accounting for Income
Taxes, which requires an asset and liability approach to financial accounting
and reporting for income taxes. Deferred income tax assets and liabilities are
computed annually for differences between the financial statement and tax bases
of assets and liabilities that will result in taxable or deductible amounts in
the future based on enacted tax laws and rates applicable to the periods in
which the differences are expected to affect taxable income. Valuation
allowances are established when necessary to reduce deferred tax assets to the
amount expected to be realized. Income tax expense is the tax payable or
refundable for the period plus or minus the change during the period in deferred
tax assets and liabilities.
F-15
<PAGE>
(7) Income Taxes (Continued)
The components of income tax expense for the years ended December 31 are as
follows:
<TABLE>
<CAPTION>
1998 1997 1996
---------- ---------- ----------
<S> <C> <C> <C>
Current Federal Expense $1,641,502 $1,520,400 $1,459,272
Deferred Federal Benefit (7,175) (8,490) (177,468)
---------- ---------- ----------
Federal Income Tax Expense 1,634,327 1,511,910 1,281,804
Current State Income Tax Expense 58,145 93,133 36,862
---------- ---------- ----------
$1,692,472 $1,605,043 $1,318,666
========== ========== ==========
</TABLE>
The federal income tax expense of $1,634,327 in 1998, $1,511,910 in 1997 and
$1,281,804 in 1996 is less than the income taxes computed by applying the
federal statutory rate of 34 percent to income before income taxes. The reasons
for the differences are as follows:
<TABLE>
<CAPTION>
1998 1997 1996
---------- ---------- ----------
<S> <C> <C> <C>
Statutory Federal Income Taxes $1,885,103 $1,775,792 $1,445,751
Tax-Exempt Interest (179,152) (132,119) (143,101)
Interest Expense Disallowance 31,011 21,852 21,758
Premiums on Officers' Life Insurance (23,828) (17,878) (12,976)
Meal and Entertainment Disallowance 5,467 4,113 3,358
State Income Taxes (17,527) (20,956) (29,023)
Other (66,747) (118,894) (3,963)
---------- ---------- ----------
Actual Federal Income Taxes $1,634,327 $1,511,910 $1,281,804
========== ========== ==========
</TABLE>
Deferred taxes in the accompanying balance sheets as of December 31 include the
following:
1998 1997
--------- ---------
Deferred Tax Assets
Allowance for Loan Losses $ 694,560 $ 590,027
Deferred Compensation 207,367 148,264
Other Real Estate - 46,886
--------- ---------
901,927 785,177
Deferred Tax Liabilities
Premises and Equipment (220,905) (111,330)
--------- ---------
681,022 673,847
Deferred Tax Liability on
Unrealized Securities Losses (50,181) (25,230)
--------- ---------
Net Deferred Tax Assets $ 630,841 $ 648,617
========= =========
F-16
<PAGE>
(8) Deposits
Components of interest-bearing deposits as of December 31 are as follows:
1998 1997
------------ ------------
Interest-Bearing Demand $ 61,839,975 $ 54,770,665
Savings 13,794,788 11,970,722
Time, $100,000 and Over 70,996,075 61,197,459
Other Time 154,899,036 142,903,378
------------ ------------
$301,529,874 $270,842,224
============ ============
The aggregate amount of short-term jumbo certificates of deposit, each with a
minimum denomination of $100,000, was approximately $61,088,000 and $51,608,000
as of December 31, 1998 and 1997, respectively.
As of December 31, 1998, the scheduled maturities of certificates of deposit are
as follows:
Year Amount
- ------------------- ------------
1999 $183,027,453
2000 21,288,879
2001 6,221,924
2002 5,925,636
2003 and Thereafter 9,431,219
------------
$225,895,111
============
(9) Borrowed Money
Borrowed money at December 31 is summarized as follows:
1998 1997
----------- -----------
Federal Home Loan Bank Advances $12,700,000 $ 9,800,038
Debentures Payable 266,867 533,734
AmSouth Note Payable - 821,000
First Port City Note Payable 770,560 963,072
The Banker's Bank Note Payable 783,443 956,198
----------- -----------
$14,520,870 $13,074,042
=========== ===========
Advances from the Federal Home Loan Bank (FHLB) have maturities ranging from
1999 to 2008 and interest rates ranging from 4.97 percent to 6.98 percent. Of
the balances outstanding at December 31, 1998, $1,000,000 is callable by the
FHLB during 1999. Under the Blanket Agreement for Advances and Security
Agreement with the FHLB, residential mortgage loans are pledged as collateral
for the FHLB advances outstanding.
F-17
<PAGE>
(9) Borrowed Money (Continued)
Debentures payable were issued November 28, 1984 for $4,360,000. The debentures
are due in annual payments of $266,867 plus variable interest with the unpaid
balance due November 1, 1999. Collateral for the outstanding debt consists of
100 percent of the common stock of Ashburn Bank. Effective interest rate at
December 31, 1998 was 8.0 percent.
AmSouth note payable originated on December 20, 1994 for $1,445,000. The debt
is due in annual payments of $207,143 plus quarterly interest at variable rates.
Collateral consists of 100 percent of the common stock of The Bank of Fitzgerald
and The Bank of Worth. An extension was granted by AmSouth Bank in the fourth
quarter of 1997, extending the due date to February 19, 1998.
First Port City note payable was renewed on January 30, 1997 with additional
funds added for an amount totaling $963,200. Annual principal payments of
$96,320 are due with interest paid quarterly at The Wall Street Prime Rate
Indicator. The debt is secured by commercial real estate in downtown
Fitzgerald, which includes the parent company's facilities. Any unpaid balance
is due January 29, 2000.
The Banker's Bank note payable originated on September 5, 1997 for $1,000,000 at
a rate of The Wall Street Prime minus one half percent. Payments are due
monthly with the entire unpaid balance due September 5, 2002. The debt is
secured by all furniture, fixtures, machinery, equipment and software of Colony
Management Services, Inc. Colony Bankcorp, Inc. guarantees the debt.
The aggregate stated maturities of borrowed money at December 31, 1998 are as
follows:
Year Amount
------------------- -----------
1999 $ 1,806,498
2000 1,117,552
2001 443,312
2002 2,153,508
2003 and Thereafter 9,000,000
-----------
$14,520,870
===========
(10) Profit Sharing Plan
The Company has a profit sharing plan that covers substantially all employees
who meet certain age and service requirements. It is the Company's policy to
make contributions to the plan as approved annually by the board of directors.
The total provision for contributions to the plan was $264,222 for 1998,
$295,452 for 1997 and $233,467 for 1996.
F-18
<PAGE>
(11) Commitments and Contingencies
In the normal course of business, certain commitments and contingencies are
incurred which are not reflected in the consolidated financial statements.
Commitments under standby letters of credit to U.S. addressees approximate
$1,346,000 as of December 31, 1998 and $825,000 as of December 31, 1997.
Unfulfilled loan commitments as of December 31, 1998 and 1997 approximated
$35,980,000 and $30,197,000, respectively. No losses are anticipated as a
result of commitments and contingencies.
(12) Deferred Compensation Plan
The Banks have deferred compensation plans covering directors choosing to
participate through individual deferred compensation contracts. In accordance
with terms of the contracts, the Banks are committed to pay the directors
deferred compensation over a period of 10 years, beginning at age 65. In the
event of a director's death before age 65, payments are made to the director's
named beneficiary over a period of 10 years, beginning on the first day of the
month following the death of the director.
Liabilities accrued under the plan totaled $609,904 and $436,071 as of December
31, 1998 and 1997, respectively. Benefit payments under the contracts were
$111,728 in 1998 and $33,372 in 1997. Provisions charged to operations totaled
$149,527 in 1998, $76,830 in 1997 and $70,400 in 1996.
(13) Interest Income and Expense
Interest income of $339,632, $286,300 and $322,536 from state, county and
municipal bonds was exempt from regular income taxes in 1998, 1997 and 1996,
respectively.
Interest on deposits includes interest expense on time certificates of $100,000
or more totaling $4,140,604, $3,358,903 and $2,761,374 for the years ended
December 31, 1998, 1997 and 1996, respectively.
(14) Supplemental Cash Flow Information
Cash payments for the following were made during the years ended December 31:
<TABLE>
<CAPTION>
1998 1997 1996
----------- ----------- -----------
<S> <C> <C> <C>
Interest Expense $15,375,481 $13,874,115 $13,056,999
=========== =========== ===========
Income Taxes $ 1,625,000 $ 1,682,000 $ 1,246,399
=========== =========== ===========
</TABLE>
Noncash financing and investing activities for the years ended December 31 are
as follows:
<TABLE>
<CAPTION>
1998 1997 1996
-------- ---------- ----------
<S> <C> <C> <C>
Acquisitions of Real Estate
Through Loan Foreclosures $995,442 $1,882,418 $1,676,239
======== ========== ==========
Stock Split Effected as Stock Dividend $ - $7,244,210 $ -
======== ========== ==========
</TABLE>
F-19
<PAGE>
(15) Related Party Transactions
The aggregate balance of direct and indirect loans to directors, executive
officers or principal holders of equity securities of the Company was $6,844,196
as of December 31, 1998 and $5,856,393 as of December 31, 1997. All such loans
were made on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
other persons and do not involve more than a normal risk of collectibility. A
summary of activity of related party loans is shown below:
1998 1997
------------ ------------
Balance, Beginning $ 5,856,393 $ 6,692,036
New Loans 12,719,166 12,298,024
Repayments (11,731,363) (11,804,404)
Transactions Due to Changes in Directors - (1,329,263)
------------ ------------
Balance, Ending $ 6,844,196 $ 5,856,393
============ ============
(16) Fair Value of Financial Instruments
SFAS No. 107, Disclosures about Fair Value of Financial Instruments, requires
disclosure of fair value information about financial instruments, whether or not
recognized on the face of the balance sheet, for which it is practicable to
estimate that value. The assumptions used in the estimation of the fair value
of Colony Bankcorp, Inc. and Subsidiaries' financial instruments are detailed
below. Where quoted prices are not available, fair values are based on
estimates using discounted cash flows and other valuation techniques. The use
of discounted cash flows can be significantly affected by the assumptions used,
including the discount rate and estimates of future cash flows. The following
disclosures should not be considered a surrogate of the liquidation value of the
Company, but rather a good-faith estimate of the increase or decrease in value
of financial instruments held by the Company since purchase, origination or
issuance.
Cash and Short-Term Investments - For cash, due from banks, bank-owned deposits
and federal funds sold, the carrying amount is a reasonable estimate of fair
value.
Investment Securities - Fair values for investment securities are based on
quoted market prices.
Loans - The fair value of fixed rate loans is estimated by discounting the
future cash flows using the current rates at which similar loans would be made
to borrowers with similar credit ratings. For variable rate loans, the
carrying amount is a reasonable estimate of fair value.
Deposit Liabilities - The fair value of demand deposits, savings accounts and
certain money market deposits is the amount payable on demand at the reporting
date. The fair value of fixed maturity certificates of deposit is estimated by
discounting the future cash flows using the rates currently offered for
deposits of similar remaining maturities.
Standby Letters of Credit and Commitments to Extend Credit - Because standby
letters of credit and commitments to extend credit are made using variable
rates, the contract value is a reasonable estimate of fair value.
F-20
<PAGE>
(16) Fair Value of Financial Instruments (Continued)
The carrying amount and estimated fair values of the Company's financial
instruments as of December 31 are as follows:
<TABLE>
<CAPTION>
1998 1997
------------------------------------- -------------------------------------
Carrying Estimated Carrying Estimated
Amount Fair Value Amount Fair Value
--------------- ----------------- ---------------- ----------------
<S> <C> <C> <C> <C>
(in Thousands)
Assets
Cash and Short-Term Investments $ 40,060 $ 40,060 $ 37,304 $ 37,304
Investment Securities Available for Sale 70,240 70,240 53,678 53,678
Investment Securities Held to Maturity 1,558 1,537 3,237 3,213
Loans 248,138 266,845 229,713 235,602
Liabilities
Deposits 330,746 336,486 298,162 297,921
Borrowed Money 14,521 14,521 13,074 13,074
Unrecognized Financial Instruments
Standby Letters of Credit - 1,346 - 825
Commitments to Extend Credit - 35,980 - 30,196
</TABLE>
Fair value estimates are made at a specific point in time, based on relevant
market information and information about the financial instrument. These
estimates do not reflect any premium or discount that could result from offering
for sale at one time the Company's entire holdings of a particular financial
instrument. Because no market exists for a significant portion of the Company's
financial instruments, fair value estimates are based on many judgments. These
estimates are subjective in nature and involve uncertainties and matters of
significant judgment and therefore cannot be determined with precision. Changes
in assumptions could significantly affect the estimates.
Fair value estimates are based on existing on and off-balance sheet financial
instruments without attempting to estimate the value of anticipated future
business and the value of assets and liabilities that are not considered
financial instruments. Significant assets and liabilities that are not
considered financial instruments include deferred income taxes and premises and
equipment. In addition, the tax ramifications related to the realization of the
unrealized gains and losses can have a significant effect on fair value
estimates and have not been considered in the estimates.
(17) Regulatory Capital Matters
The amount of dividends payable to the parent company from the subsidiary banks
is limited by various banking regulatory agencies. The amount of cash dividends
available from subsidiaries for payment in 1998 without prior approval from the
banking regulatory agencies approximates $2,141,000. Upon approval by
regulatory authorities, the banks may pay cash dividends to the parent company
in excess of regulatory limitations.
F-21
<PAGE>
(17) Regulatory Capital Matters (Continued)
The Company is subject to various regulatory capital requirements administered
by the federal banking agencies. Failure to meet minimum capital requirements
can initiate certain mandatory and, possibly, additional discretionary actions
by regulators that, if undertaken, could have a direct material effect on the
Company's consolidated financial statements. Under capital adequacy guidelines
and the regulatory framework for prompt corrective action, the Company must meet
specific capital guidelines that involve quantitative measures of the Company's
assets, liabilities and certain off-balance sheet items as calculated under
regulatory accounting practices. The Company's capital amounts and
classification are also subject to qualitative judgments by the regulators about
components, risk weightings and other factors.
Quantitative measures established by regulation to ensure capital adequacy
require the Company to maintain minimum amounts and ratios of total and Tier I
capital to risk-weighted assets, and of Tier I capital to average assets. The
amounts and ratios as defined in regulations are presented hereafter.
Management believes, as of December 31, 1998, the Company meets all capital
adequacy requirements to which it is subject and is classified as well
capitalized under the regulatory framework for prompt corrective action. In
the opinion of management, there are no conditions or events since prior
notification of capital adequacy from the regulators that have changed the
institution's category.
<TABLE>
<CAPTION>
To Be Well
Capitalized Under
For Capital Prompt Corrective
Actual Adequacy Purposes Action Provisions
----------------------- ---------------------------- --------------------------
Amount Ratio Amount Ratio Amount Ratio
----------------------- ---------------------------- --------------------------
<S> <C> <C> <C> <C> <C> <C>
As of December 31, 1998
Total Capital
to Risk-Weighted Assets $35,890,670 13.21% $21,735,455 8.00% $27,169,319 10.00%
Tier I Capital
to Risk-Weighted Assets 32,477,808 11.95 10,871,233 4.00 16,306,849 6.00
Tier I Capital
to Average Assets 32,477,808 8.51 15,265,715 4.00 19,082,143 5.00
As of December 31, 1997
Total Capital
to Risk-Weighted Assets $31,424,000 12.50% $20,111,360 8.00% $25,139,200 10.00%
Tier I Capital
to Risk-Weighted Assets 28,265,000 11.25 10,049,778 4.00 15,074,667 6.00
Tier I Capital
to Average Assets 28,265,000 8.44 13,395,735 4.00 16,744,668 5.00
</TABLE>
F-22
<PAGE>
(18) Financial Information of Colony Bankcorp, Inc. (Parent Only)
The parent company's balance sheets as of December 31, 1998 and 1997 and the
related statements of income and comprehensive income and cash flows for each of
the years in the three-year period then ended are as follows:
<TABLE>
<CAPTION>
COLONY BANKCORP, INC. (PARENT ONLY)
BALANCE SHEETS
DECEMBER 31
ASSETS
1998 1997
----------------- ----------------
<S> <C> <C>
Cash $ 110,784 $ 9,465
Investment in Subsidiaries, at Equity 32,718,218 29,786,909
Other 1,507,644 1,533,179
----------- -----------
Total Assets $34,336,646 $31,329,553
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Dividends Payable $ 133,051 $ 108,663
Notes and Debentures Payable 1,037,427 2,317,806
Other 69,883 82,392
----------- -----------
1,240,361 2,508,861
----------- -----------
Stockholders' Equity
Common Stock, Par Value $10; 5,000,000 Shares Authorized,
2,217,513 and 2,173,263 Shares Issued and Outstanding as of
December 31, 1998 and 1997, Respectively 22,175,130 21,732,630
Paid-In Capital 1,579,711 1,137,424
Retained Earnings 9,425,045 6,083,128
Accumulated Other Comprehensive Income, Net of Tax (83,601) (132,490)
----------- -----------
Total Stockholders' Equity 33,096,285 28,820,692
----------- -----------
Total Liabilities and Stockholders' Equity $34,336,646 $31,329,553
=========== ===========
</TABLE>
F-23
<PAGE>
(18) Financial Information of Colony Bankcorp, Inc. (Parent Only) (Continued)
<TABLE>
<CAPTION>
COLONY BANKCORP, INC. (PARENT ONLY)
STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31
1998 1997 1996
----------------- ---------------- ----------------
<S> <C> <C> <C>
Income
Dividends from Subsidiaries $2,400,000 $1,371,000 $1,400,000
Management Fees from Subsidiaries 175,500 269,332 506,225
Data Processing Fees - - 396,000
Other 76,872 47,278 17,140
---------- ---------- ----------
2,652,372 1,687,610 2,319,365
---------- ---------- ----------
Expenses
Interest 117,431 201,212 182,016
Amortization 17,951 17,951 17,951
Other 717,773 734,425 1,248,270
---------- ---------- ----------
853,155 953,588 1,448,237
---------- ---------- ----------
Income Before Taxes and Equity in
Undistributed Earnings of Subsidiaries 1,799,217 734,022 871,128
Income Tax Benefits 169,953 220,138 149,138
---------- ---------- ----------
Income Before Equity in Undistributed
Earnings of Subsidiaries 1,969,170 954,160 1,020,266
Equity in Undistributed Earnings of Subsidiaries 1,882,778 2,663,714 1,913,276
---------- ---------- ----------
Net Income 3,851,948 3,617,874 2,933,542
---------- ---------- ----------
Other Comprehensive Income, Net of Tax
Gains on Securities Arising During the Year 75,842 53,634 16,020
Reclassification Adjustment (26,953) (7,191) (27,152)
---------- ---------- ----------
Unrealized Gains (Losses) in Securities 48,889 46,443 (11,132)
---------- ---------- ----------
Comprehensive Income $3,900,837 $3,664,317 $2,922,410
========== ========== ==========
</TABLE>
F-24
<PAGE>
(18) Financial Information of Colony Bankcorp, Inc. (Parent Only) (Continued)
<TABLE>
<CAPTION>
COLONY BANKCORP, INC. (PARENT ONLY)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31
1998 1997 1996
------------------- ------------------ ------------------
<S> <C> <C> <C>
Cash Flows from Operating Activities
Net Income $ 3,851,948 $ 3,617,874 $ 2,933,542
Adjustments to Reconcile Net Income to Net Cash
Provided from Operating Activities
Depreciation and Amortization 85,771 55,267 42,611
Equity in Undistributed Earnings of Subsidiary (1,882,778) (2,663,714) (1,913,276)
Other 37,839 (4,794) (167,813)
----------- ----------- -----------
2,092,780 1,004,633 895,064
----------- ----------- -----------
Cash Flows from Investing Activities
Capital Infusion in Subsidiary (1,000,000) - (500)
Purchases of Premises and Equipment (110,227) (818,366) (343,451)
----------- ----------- -----------
(1,110,227) (818,366) (343,951)
----------- ----------- -----------
Cash Flows from Financing Activities
Dividends Paid (485,642) (434,654) (399,164)
Proceeds from Issuance of Common Stock 884,787 - -
Principal Payments on Notes and Debentures (1,280,379) (766,136) (474,867)
Proceeds from Notes and Debentures - 963,072 291,269
----------- ----------- -----------
(881,234) (237,718) (582,762)
----------- ----------- -----------
Increase (Decrease) in Cash and Cash Equivalents 101,319 (51,451) (31,649)
Cash and Cash Equivalents, Beginning 9,465 60,916 92,565
----------- ----------- -----------
Cash and Cash Equivalents, Ending $ 110,784 $ 9,465 $ 60,916
=========== =========== ===========
</TABLE>
(19) Common Stock Split
On February 18, 1997, a 50 percent stock split effected on July 1, 1997 in the
form of a dividend was approved by the board. Weighted average shares and per
share data for all periods presented in the accompanying consolidated financial
statements and related notes have been retroactively restated to reflect the
additional shares outstanding resulting from the stock split.
F-25
<PAGE>
(20) Business Combinations
On November 30, 1996, the Company acquired Colony Bank Southeast (formerly
Broxton State Bank) in a business combination accounted for as a pooling of
interests. Colony Bank Southeast became a wholly-owned subsidiary of the
Company through the exchange of 157,732 shares of the Company's common stock for
all of the outstanding stock of Colony Bank Southeast. The accompanying
consolidated financial statements for 1996 are based on the assumption that the
companies were combined for the full year.
Summarized results of operations of the separate companies for the period from
January 1, 1996 through November 30, 1996, the date of acquisition, are as
follows:
<TABLE>
<CAPTION>
Colony Bankcorp, Inc. Colony Bank
and Subsidiaries Southeast
--------------------- ------------
<S> <C> <C>
Net Interest Income 11,302,001 $875,029
========== ========
Provision for Loan Losses 1,877,210 25,000
========== ========
Noninterest Income 3,223,829 194,455
========== ========
Noninterest Expense 8,855,474 830,903
========== ========
Net Income 2,596,845 173,806
========== ========
</TABLE>
No significant intercompany transactions occurred between the Company and Colony
Bank Southeast prior to the pooling of interests that would affect prior
operations. There was no change in accounting policies or reporting periods as
a result of the pooling of interests.
(21) Legal Contingencies
In the ordinary course of business, there are various legal proceedings pending
against Colony and its subsidiaries. The aggregate liabilities, if any, arising
from such proceedings would not, in the opinion of management, have a material
adverse effect on Colony's consolidated financial position.
(22) Impact of Year 2000
The Bank has developed policy, procedures and specific plans to address the
possible exposure related to the impact on its financial, informational and
operational systems of the year 2000. However, absolute assurance cannot be
attained that applications and equipment, which management believes to be year
2000 compliant, will not misfunction and impact operations in an adverse manner.
Future expenditures related to year 2000 compliance are not anticipated to be
material to results of operations.
F-26
