<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
(Mark One)
X Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
- --- of 1934
For the quarterly period ended March 31, 1997
--------------
Transition report under Section 13 or 15(d) of the Exchange Act
- --- For the transition period from _______________ to ________________
Commission File No. 0-28280
GREATER ROME BANCSHARES, INC.
-----------------------------
(Exact Name of Small Business Issuer as Specified in its Charter)
Georgia 58-2117940
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(State of Incorporation) (I.R.S. Employer Identification No.)
P.O. Box 5271, 1490 Martha Berry Blvd., Rome, Georgia 30162-5271
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(Address of Principal Executive Offices)
(706) 295-9300
--------------
(Issuer's Telephone Number, Including Area Code)
Not Applicable
--------------
(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X No
--- ---
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
700,000 shares of common stock, $.01 par value per share, were issued and
outstanding as of April 28, 1997.
Transitional Small Business Disclosure Format (check one): Yes No X
--- ---
Total Pages:
1
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PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
The unaudited financial statements of Greater Rome Bancshares, Inc. (the
"Company") are set forth on the following pages. All adjustments have been made
which, in the opinion of management, are necessary in order to make the
financial statements not misleading.
2
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GREATER ROME BANCSHARES, INC. and subsidiary
Consolidated Balance Sheets
(Unaudited)
March 31, 1997 and December 31, 1996
<TABLE>
<CAPTION>
1997 1996
-------------- -------------
<S> <C> <C>
Assets
------
Cash and due from banks $ 544,001 764,891
Federal funds sold 2,532,735 4,058,912
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Cash and cash equivalents 3,076,736 4,823,803
-------------- --------------
Securities available for sale 2,430,094 1,489,375
(amortized cost of $2,241,452 and $1,487,715)
Securities held to maturity 5,241,865 4,748,925
(market value $5,177,232 and $4,722,155, respectively)
Loans 18,025,682 13,228,943
Allowance for loan losses (203,716) (133,342)
-------------- --------------
Net loans 17,821,966 13,095,601
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Premises and equipment, net 2,328,728 2,099,035
Accrued interest receivable and other assets 270,811 251,902
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$ 31,170,200 26,508,641
============== =============
Liabilities and Stockholders' Equity
------------------------------------
Deposits:
Demand $ 2,837,559 3,006,709
Interest bearing demand 2,806,754 1,692,466
Savings 4,219,361 3,479,435
Time 12,986,320 11,665,926
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Total deposits 22,849,994 19,844,536
Securities sold under agreements to repurchase 1,900,000 -
Accrued interest payable and other liabilities 120,956 286,148
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Total liabilities 24,870,950 20,130,684
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Commitments
Stockholders' equity:
Preferred stock, par value $1.00 per share; 100,000 shares
authorized; no shares issued or outstanding
Common stock, par value $.01 per share; 10,000,000
shares authorized; 700,000 shares issued and
outstanding 7,000 7,000
Additional paid-in capital 6,930,117 6,930,117
Accumulated deficit (626,317) (560,820)
Unrealized gain/(loss) on securities available for sale (11,550) 1,660
-------------- --------------
Total stockholder's equity 6,299,250 6,377,957
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$ 31,170,200 26,508,641
============== =============
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
GREATER ROME BANCSHARES, INC. and subsidiary
Consolidated Statements of Operations
(Unaudited)
For each of the Three Months Ended March 31, 1997 and 1996
<TABLE>
<CAPTION>
1997 1996
----------- -----------
<S> <C> <C>
Interest income on:
Federal funds sold and deposits with other banks $ 43,730 54,146
Investment securities 107,629 45,689
Loans, including loan fees 378,052 7,071
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Total interest income 529,411 106,906
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Interest expense on deposits:
Demand 14,658 945
Savings 33,127 2,979
Time 175,625 1,966
Interest expense on other borrowings 2,343 -
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Total interest expense 225,753 5,890
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Net interest income 303,658 101,016
Provision for loan losses 74,578 5,081
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Net interest income after provision for loan losses 229,080 95,935
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----------- -----------
Non-interest income 27,269 232
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Salaries and employee benefits 170,255 106,460
Occupancy and equipment expense 57,250 22,303
Other operating 94,341 51,846
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Total non-interest expenses 321,846 180,609
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Net loss $ 65,497 84,442
=========== ===========
Net loss per common share $ 0.09 0.12
=========== ===========
Weighted average number of shares outstanding 700,000 700,000
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
GREATER ROME BANCSHARES, INC. and subsidiary
Consolidated Statements of Cash Flows
(Unaudited)
For each of the Three Months Ended March 31, 1997 and 1996
<TABLE>
<CAPTION>
1997 1996
-------------- --------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (65,497) (84,442)
Adjustments to reconcile net loss to net cash
used by operating activities:
Depreciation, amortization and accretion 32,679 8,097
Provision for loan losses 74,578 -
Change in:
Interest receivable and other assets (21,932) (76,000)
Interest payable and other liabilities (165,192) 593
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Net cash used by operating activities (145,364) (151,752)
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Cash flows from investing activities:
Purchases of securities available for sale (952,414) -
Purchases of securities held to maturity (742,895) (2,500,000)
Proceeds from maturities and calls of securities held to maturity 250,000 -
Net increase in loans (4,800,943) (1,377,295)
Purchases of premises and equipment (260,909) (218,031)
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Net cash used by investing activities (6,507,161) (4,095,326)
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Cash flows from financing activities:
Net change in demand and savings deposits 1,685,064 2,577,532
Net change in time deposits 1,320,394 838,955
Proceeds from the sale of securities under agreements to repurchase 1,900,000 -
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Net cash provided by financing activities 4,905,458 3,416,487
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Change in cash and cash equivalents (1,747,067) (830,591)
Cash and cash equivalents at beginning of period 4,823,803 5,423,506
------------- -------------
Cash and cash equivalents at end of period $ 3,076,736 4,592,915
============ =============
Supplemental disclosures of cash flow information:
Cash paid for interest $ 219,327 2,080
Change in unrealized gain/(loss) on securities available for sale $ (13,210) -
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
GREATER ROME BANCSHARES, INC. and subsidiary
Notes to Consolidated Financial Statements
(Unaudited)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
------------
Greater Rome Bancshares, Inc. (the "Company") is a bank holding company whose
business is conducted by its wholly-owned bank subsidiary, Greater Rome Bank
(the "Bank"). The Company is subject to regulation under the Bank Holding
Company Act of 1956.
The Bank is a commercial bank that serves Rome, Georgia, a community located
approximately 50 miles north of metropolitan Atlanta, and surrounding Floyd
County. The Bank is chartered and regulated by the State of Georgia
Department of Banking and Finance and is insured and subject to regulation by
the Federal Deposit Insurance Corporation.
Operations of the Company for the period from inception (June 17, 1994) to
February 26, 1996 related primarily to expenditures by the organizers for
incorporating and organizing the Bank including raising capital and securing
banking facilities. The Company was reported on as a developmental stage
entity as of December 31, 1995.
Basis of Presentation and Reclassification
------------------------------------------
The accounting principles followed by Greater Rome Bancshares, Inc. and its
subsidiary, and the methods of applying these principles, conform with
generally accepted accounting principles ("GAAP") and with general practices
within the banking industry. In preparing financial statements in conformity
with GAAP, management is required to make estimates and assumptions that
affect the reported amounts in the financial statements. Actual results could
differ significantly from those estimates. Material estimates common to the
banking industry that are particularly susceptible to significant change in
the near term include, but are not limited to, the determination of the
allowance for loan losses and the valuation of real estate acquired in
connection with or in lieu of foreclosure on loans.
Cash and Cash Equivalents
-------------------------
For presentation purposes in the consolidated statements of cash flows, cash
and cash equivalents include cash on hand, amounts due from banks, interest-
bearing deposits with banks and federal funds sold.
Investment Securities
---------------------
The Company classifies its securities in one of three categories: trading,
available for sale, or held to maturity. Trading securities are bought and
held principally for sale in the near term. Held to maturity securities are
those securities for which the Company has the ability and intent to hold the
security until maturity. All other securities not included in trading or
held to maturity are classified as available for sale. The Company's current
investment policy prohibits trading activity.
Held to maturity securities are recorded at cost, adjusted for the
amortization or accretion of premiums or discounts. Transfers of securities
between categories are recorded at fair value at the date of transfer.
Unrealized holding gains or losses associated with transfers of securities
from held to maturity to available for sale are recorded as a separate
component of stockholders' equity.
Available for sale securities consist of investment securities not classified
as trading securities or held to maturity securities and are recorded at fair
value. Unrealized holding gains and losses, net of the related tax effect, on
securities available for sale are excluded from earnings and are reported as
a separate component of stockholders' equity until realized.
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A decline in the market value of any available for sale or held to maturity
investment below cost that is deemed other than temporary is charged to
earnings and establishes a new cost basis for the security.
Premiums and discounts are amortized or accreted over the life of the related
security as an adjustment to the yield. Realized gains and losses for
securities classified as available for sale and held to maturity are included
in earnings and are derived using the specific identification method for
determining the cost of securities sold.
Loans, Loan Fees and Interest Income
------------------------------------
Loans that management has the intent and ability to hold for the foreseeable
future or until maturity are reported at the principal amount outstanding,
net of the allowance for loan losses and any deferred fees or costs on
originated loans. Interest on all loans is calculated principally by using
the simple interest method on the daily balance of the principal amount
outstanding.
The Bank accounts for impaired loans in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 114, "Accounting by Creditors for
Impairment of a Loan" as amended by SFAS No. 118, "Accounting by Creditors
for Impairment of a Loan - Income Recognition and Disclosure." A loan is
impaired when, based on current information and events, it is probable that
all amounts due according to the contractual terms of the loan agreement will
not be collected. Impaired loans are measured based on the present value of
expected future cash flows discounted at the loan's effective interest rate,
or at the loan's observable market price, or at the fair value of the
collateral of the loan if the loan is collateral dependent. Interest income
from impaired loans is recognized using a cash basis method of accounting
during the time within that period in which the loans were impaired.
Allowance for Loan Losses
-------------------------
The Bank's provision for loan losses is based upon management's continuing
review and evaluation of the loan portfolio and is intended to create an
allowance adequate to absorb losses on loans outstanding as of the end of
each reporting period. For individually significant loans, management's
review consists of evaluations of the financial strength of the borrowers and
the related collateral. The review of groups of loans, which are individually
insignificant, is based upon delinquency status of the group, lending
policies, and collection experience.
Management believes that the allowance for 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 allowance for loan losses.
Such agencies may require the Bank to recognize additions to the allowance
based on their judgments of information available to them at the time of
their examination.
Premises and Equipment
----------------------
Premises and equipment are stated at cost less accumulated depreciation.
Major additions and improvements are charged to the asset accounts while
maintenance and repairs that do not improve or extend the useful lives of
the assets are expensed currently. When assets are retired or otherwise
disposed of, the cost and related accumulated depreciation are removed from
the accounts, and any gain or loss is reflected in earnings for the period.
7
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Depreciation expense is computed using the straight-line method over the
following estimated useful lives:
Buildings 40 years
Land improvements 20 years
Furniture, fixtures and equipment 3-7 years
Income Taxes
------------
Deferred tax assets and liabilities are recorded for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Future tax benefits, such as net operating loss carryforwards, are
recognized to the extent that realization of such benefits is more likely
than not. Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which the assets
and liabilities are expected to be recovered or settled. The effect on
deferred tax assets and liabilities of a change in tax rates is recognized in
income tax expense in the period that includes the enactment date.
In the event the future tax consequences of differences between the financial
reporting bases and the tax bases of the Company's assets and liabilities
results in deferred tax assets, an evaluation of the probability of being
able to realize the future benefits indicated by such asset is required. A
valuation allowance is provided for the portion of the deferred tax asset
when it is more likely than not that some portion or all of the deferred tax
asset will not be realized. In assessing the realizability of the deferred
tax assets, management considers the scheduled reversals of deferred tax
liabilities, projected future taxable income, and tax planning strategies.
Net Loss Per Share
------------------
Net loss per share is based on the weighted average number of shares actually
outstanding during each year. Stock options are considered to be common stock
equivalents. These options are not included in the computation of net loss
per share as the effect of inclusion is anti-dilutive.
Recent Accounting Pronouncements
--------------------------------
During 1997, the Financial Accounting Standards Board has issued Statement of
Financial Accounting Standards No. 128, "Earnings Per Share" (SFAS 128).
SFAS 128 simplifies current standards by eliminating the presentation of
primary earnings per share and requiring the presentation of basic earnings
per share (EPS), which includes no potential common shares and thus no
dilution. The Statement also requires entities with complex capital
structures to present basic and diluted EPS on the face of the income
statement and also eliminates the modified treasury stock method of computing
potential common shares. The Statement is effective for financial statements
issued for periods ending after December 15, 1997. Early application is not
permitted. Upon adoption, restatement of all prior-period EPS data presented
is required. Based upon the current capital structure of the Company, this
Statement should have no effect on the present EPS calculation.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
FINANCIAL CONDITION
As of March 31, 1997, the Company had concluded thirteen months of banking
operations with $31.2 million in total assets as compared to $26.5 million at
the end of 1996. Total deposits had grown to $22.8 million as compared to $19.8
million at the end of 1996. Total loans had grown to $18.0 million, up from
$13.2 million at year end 1996. The Bank's loan to deposit ratio at quarter end
was 78.9% as compared to 66.7% at year end 1996. The Bank's asset/liability
management objective for this ratio is a range from 70% to 80%. Given the
Bank's strong capital position and available liquidity, the Bank's net interest
margin is benefited by a loan to deposit ratio in the high end of this range.
8
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In the first quarter of 1997, two additional loan officers were hired to help
respond to the growing loan demand at the Bank and to provide further
specialization in the consumer installment lending and commercial lending areas.
Loans secured by real estate, including commercial and residential real estate,
grew approximately $2.5 million in the first quarter of 1997 and represented
43.3% of the total loan portfolio at quarter end (up from 41.1% at year end
1996). Consumer loans grew approximately $1.4 million in the first quarter of
1997 and represented 28.0% of total loans at quarter end (up from 27.7% at year
end 1996).
CAPITAL
At March 31, 1997, the Bank's capital position was in excess of FDIC guidelines
to meet the definition of "well capitalized". Based on the level of the Bank's
risk weighted assets at quarter end, the Bank had $4.0 million more capital than
necessary to satisfy the "well-capitalized" criteria. The Bank's capital
adequacy is monitored quarterly by the Bank's Asset/Liability Committee, as
asset and liability growth, mix and pricing strategies are developed.
LIQUIDITY
The Bank's internal and external liquidity resources are considered by
management to be adequate to handle expected growth and normal cash flow demands
from existing deposits and loans. At March 31, 1997, the securities held to
maturity had grown to $5.2 million up from $4.7 million at year end 1996.
Securities available for sale had grown to $2.4 million up from $1.5 million at
year end 1996. Federal funds sold were $2.5 million down from $4.1 million at
year end 1996. During the first quarter, investment securities were purchased
by reducing the investment in Federal funds sold in order to improve the yield
on the Bank's internal liquidity resources. U.S. Treasury and government agency
securities with final maturities under five years were purchased with yields 75
to 100 basis points greater than Federal funds sold at the time of purchase. At
quarter end, the average life of the Bank's security portfolio is 3.25 years
with an average yield of 6.19%. The average yield obtained by the Bank on
Federal funds sold was 5.24%.
During the quarter, the Bank's investment in loans increased $4.8 million while
deposits increased $3.0 million. The Bank sold securities under repurchase
agreements in the amount of $1.9 million in order to provide temporary funding
for the loans. As the loan to deposit ratio has approached the higher end of
the asset/liability objective range (80%), management has shifted its focus from
loan production to new deposit generation. More competitive deposit pricing and
deposit services have been developed in an effort to stimulate deposit growth
from existing customers as well as new customers.
Net deposit growth and federal funds sold provide the primary liquidity resource
for loan disbursements and Bank working capital. The Bank's entire investment
securities portfolio provides additional liquidity in the form of financing
through master repurchase agreements executed with the Bank's correspondent
banks. At quarter end the funds available for liquidity purposes consisted of
$7.6 million in securities, less those sold under repurchase agreements of $1.9
million, plus Federal funds sold of $2.5 million, for a total of $8.3 million.
Under these repurchase agreements, margin requirements tend to be 10% or less of
the current market value of the underlying security, and the borrowing rate
tends to have a spread of approximately 25 basis points over the Federal funds
sold rate. The repurchase agreements allow the Bank to raise funds out of its
total securities portfolio without being forced to sell the securities and
recognize gains or losses as a result of the sale. In addition to these sources
of funds, the Bank has unsecured Federal funds purchase lines of credit totaling
$3.0 million. These lines may be revoked at any time by the correspondent
banks.
9
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Given the potential need to use its securities to raise liquidity, the Bank's
current investment practices limit securities to final maturities not exceeding
five years from the date of purchase settlement and to U.S. Treasuries and
triple A rated government agency securities. The Bank has applied to the
Federal Home Loan Bank of Atlanta ("FHLBA") for membership. FHLBA membership
will provide an additional source of liquidity through FHLBA credit programs
which can provide term funding for up to 10 years and, in certain qualified
programs, up to 20 years. The Bank's first mortgage loans would be used as
collateral for such financing.
Despite the anticipated losses in the first years of operations, the Company
expects earnings from loans and investments and other banking services as well
as steady deposit growth to provide sufficient liquidity for the long term. The
Bank intends to manage its loan growth such that deposit flows will provide the
primary funding for all loans as well as cash reserves for working capital and
short to intermediate term marketable investments. Management will continue to
seek cost effective alternative funding sources for both the short and long
term, in the event that local deposit growth does not keep pace with local loan
demand.
RESULTS OF OPERATIONS
The Company had a net loss of $65,498 ($0.09 per share) for the first quarter of
1997 as compared to a net loss of $84,442 ($0.12 per share) for the same period
in 1996.
Net interest income increased from $101,016 in the first quarter of 1996 to
$303,657 in the first quarter of 1997. This was primarily due to the increase
in average earning assets from $7.9 million in the first quarter of 1996 to
$25.6 million in the first quarter of 1997. The yield on average earning
assets, before the provision for loan losses, was 4.81% in the first quarter of
1997 as compared to 5.1% in the first quarter of 1996. The higher yield in
1996 was primarily due to the lower funding cost associated with almost 90% of
earning assets being funded by the Bank's capital. The Bank opened for business
on February 26, 1996.
The provision for loan losses was $74,578 in the first quarter of 1997, up from
$5,081 in the same period last year. This was due to the growth in the Bank's
loan portfolio. At March 31, 1997 the allowance for loan losses was $203,716
representing 1.13% of total loans. Total loans charged off in the first quarter
of 1997 were $4,204 (0.03% of average loans outstanding during the quarter) and
were all consumer loans. At quarter end, the Bank had two loans totaling
$13,520 in non-accrual status. Other than non-accrual loans, no loans were in a
past-due status more than 90 days. The Bank had no troubled debt
restructurings.
Management takes a number of factors into consideration when determining the
additions to be made to the loan loss allowance. Since the Bank has just
concluded its first year of operations, it does not have sufficient history of
portfolio performance on which to base additions. Accordingly, additions to the
reserve are primarily based on achieving a targeted ratio of the allowance for
loan losses to total loans of 1.50% by the end of 1997. This target is based
on national peer group ratios and Georgia banking industry ratios. Under this
methodology, charge-offs will increase the amount of additions to the allowance
and recoveries will reduce additions.
In addition, management performs an on-going loan review process. All new loans
are risk rated under loan policy guidelines. On a monthly basis, the composite
risk ratings are evaluated in a model which assesses the adequacy of the current
allowance for loan losses, and this evaluation is presented to the Board of
Directors each month. On a weekly basis, loan reviews are performed on new
loans and presented in the officers weekly loan meeting. Large loans are
reviewed periodically. Risk ratings may be changed if it appears that new
loans may not have received the proper initial grading or, if on existing loans,
credit conditions have improved or worsened.
10
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The Bank's policy is to place loans on nonaccrual status when it appears that
the collection of principal and interest in accordance with the terms of the
loan is doubtful. Any loan which becomes 90 days past due as to principal or
interest is automatically placed on nonaccrual.
As the Bank matures, the additions to the loan loss allowance will be based more
on historical performance, the detailed loan review and allowance adequacy
evaluation. Management expects to incur losses on loans from time to time when
borrowers' financial conditions deteriorate. Where feasible, loans charged down
or charged off will continue to be collected. Management considers the quarter
end allowance adequate to cover potential losses in the loan portfolio.
Non-interest income in the first quarter of 1997 was $27,269, up from $232 in
the same period of 1996. This consists primarily of service charges on deposit
accounts which, in the current quarter, were $16,570 and credit life and
disability insurance premium income which was $4,130. Service charges on
deposit accounts are evaluated annually against service charges from other banks
in the local market and against the Bank's own cost structure in providing the
deposit services. This income should grow with the growth in the Bank's demand
deposit account base. The credit life and disability insurance premium income
is sold primarily on consumer installment debt and should grow with the growth
in the Bank's consumer loan portfolio.
Non-interest expenses were $321,846 in the first quarter of 1997, up from
$180,609 in the first quarter of 1996. The Bank opened for business on February
26, 1996. The majority of the expenses in the first quarter of 1996 were
primarily related to pre-opening activities. Salaries and benefits were
$170,255 (20 full time employees) in the first quarter of 1997 as compared to
$106,460 (14 full time employees) in the same period of 1996. Occupancy costs
were $57,250 in the first quarter of 1997 as compared to $22,303 in the same
period of 1996. In the fourth quarter of 1996, the Bank moved from modular
office units, containing 2,600 square feet of leased office space and leased
furniture, to its newly constructed bank building containing 9,000 square feet
of office space as well as purchased furniture, fixtures and equipment. Other
operating expenses were $94,341 in the first quarter of 1997 as compared to
$51,846 in the same period of 1996. The first quarter of 1997 included expenses
for a full quarter necessary to the operations of an established bank, such as
data processing services, business development and marketing expenses,
professional fees, postage and communications costs, whereas, the same period in
1996 included banking operations for little more than a third of the quarter, as
the Bank was just becoming operational.
INTEREST RATE SENSITIVITY
Improvement in earnings of the Company depends upon continued earning asset
growth, good asset quality and a relatively stable economic environment.
Management feels it is reasonable for the Bank to continue to experience steady
earning asset growth as long as interest rates remain relatively stable. The
Bank is asset sensitive (meaning that rising rates tend to be beneficial) in the
near and long term and is liability sensitive at the one year time horizon
(meaning that falling rates tend to be beneficial). If interest rates were to
rise in excess of 200 basis points, the Bank could experience improved earnings
in the near term, but such a rate increase might significantly reduce the demand
for loans in the Bank's local market, thus diminishing the prospects for
improved earnings. If interest rates were to fall in excess of 200 basis
points, the Bank could experience a short term decline in net interest margin
and may even have difficulty retaining maturing certificates of deposit without
having to pay above market rates.
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
There are no material pending legal proceedings to which the Company or any of
its subsidiaries is a party or of which any of their property is the subject.
11
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ITEM 2. CHANGES IN SECURITIES.
(a) Not applicable.
(b) Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) The following documents are filed as part of this report:
3.1 Articles of Incorporation (Incorporated by reference to Exhibit
3.1 to the Company's Registration Statement No. 33-82858 on Form
SB-2).
3.2 Bylaws (Incorporated by reference to Exhibit 3.2 to the
Company's Registration Statement No. 33-82858 on Form SB-2).
4.1 Provisions of Company's Articles of Incorporation and Bylaws
Defining the Rights of Shareholders (Incorporated by reference
to Exhibit 4.1 to the Company's Registration Statement No. 33-
82858 on Form SB-2).
4.2 Form of Stock Certificate (Incorporated by reference to Exhibit
4.2 to the Company's Registration Statement No. 33-82858 on Form
SB-2).
10.1 *Employment Agreement between the Company and Thomas D. Caldwell,
III dated January 3, 1995. (Incorporated by reference to the
Company's Annual Report on Form 10-KSB for the year ended
December 31, 1994).
10.2 *Greater Rome Bancshares, Inc. 1996 Stock Incentive Plan
(Incorporated by reference to the Company's Annual Report on
Form 10-KSB for the year ended December 31, 1995).
10.3 *Form of Incentive Stock Option Agreement (Incorporated by
reference to the Company's Annual Report on Form 10-KSB for the
year ended December 31, 1996).
10.4 *Form of Stock Option Award to Non-employee Directors
(Incorporated by reference to Appendix A to the Company's Proxy
Statement for the 1997 Annual Meeting of the Shareholders to be
held May 15, 1997).
27.1 Financial Data Schedule (for S.E.C. use only).
12
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- --------------------
* Indicates a management contract or compensatory arrangement.
(b) Reports on Form 8-K
-------------------
No reports on Form 8-K were filed during the quarter ended March
31, 1997.
13
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SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
GREATER ROME BANCSHARES, INC.
Date: May 8, 1997 By: /s/ Thomas D. Caldwell, III
----------------------------------------
Thomas D. Caldwell, III
President, Chief Executive Officer
By: /s/ E. Grey Winstead, III
----------------------------------------
E. Grey Winstead, III
Principal Financial Officer
14
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 544,001
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 2,532,735
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 2,430,094
<INVESTMENTS-CARRYING> 5,241,865
<INVESTMENTS-MARKET> 0
<LOANS> 18,025,682
<ALLOWANCE> 203,716
<TOTAL-ASSETS> 31,170,200
<DEPOSITS> 22,849,994
<SHORT-TERM> 1,900,000
<LIABILITIES-OTHER> 120,956
<LONG-TERM> 0
0
0
<COMMON> 7,000
<OTHER-SE> 6,292,250
<TOTAL-LIABILITIES-AND-EQUITY> 31,170,200
<INTEREST-LOAN> 378,052
<INTEREST-INVEST> 151,359
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 529,411
<INTEREST-DEPOSIT> 223,410
<INTEREST-EXPENSE> 225,753
<INTEREST-INCOME-NET> 303,658
<LOAN-LOSSES> 74,578
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 321,846
<INCOME-PRETAX> 65,497
<INCOME-PRE-EXTRAORDINARY> 65,497
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 65,497
<EPS-PRIMARY> (.09)
<EPS-DILUTED> (.09)
<YIELD-ACTUAL> 4.81
<LOANS-NON> 13,520
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
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<ALLOWANCE-OPEN> 133,342
<CHARGE-OFFS> 4,204
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 203,716
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 203,716
</TABLE>
