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, 1999
___ 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
------- ----------
(State of Incorporation) (I.R.S. Employer Identification No.)
P.O. Box 5271, 1490 Martha Berry Blvd., Rome, Georgia 30162-5271
----------------------------------------------------------------
(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:
701,600 shares of common stock, $.01 par value per share, were issued
and outstanding as of April 30, 1998.
Transitional Small Business Disclosure Format (check one): Yes No X
<PAGE>
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
<PAGE>
GREATER ROME BANCSHARES, INC.
Consolidated Balance Sheets
(Unaudited)
March 31, 1999 and December 31, 1998
Assets
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Cash and due from banks, including reserve
requirements of $99,000 in 1999 and $108,000 in 1998 $ 1,611,838 1,240,284
Federal funds sold 3,240,000 2,132,000
Interest bearing deposits 1,124,825 1,137,526
--------- ---------
Cash and cash equivalents 5,976,663 4,509,810
Securities available for sale 4,779,651 4,834,617
Securities held to maturity 5,791,773 6,307,534
Loans, net 43,196,506 41,352,500
Premises and equipment, net 2,682,629 2,726,188
Accrued interest receivable 421,738 462,949
Federal Home Loan Bank Stock 509,200 509,200
Other assets 1,208,221 739,044
---------- ----------
$ 64,566,381 61,441,842
========== ==========
Liabilities and Stockholders' Equity
Deposits:
Demand $ 5,386,901 6,009,623
Interest bearing demand 3,834,849 3,579,780
Savings 8,001,662 7,733,706
Time 26,691,838 24,830,666
Time, over $100,000 7,461,969 6,704,185
---------- ----------
Total deposits 51,377,219 48,857,960
Federal Home Loan Bank borrowings 5,000,000 5,000,000
Securities sold under repurchase agreement 1,000,000 -
Federal funds purchased - 500,000
Accrued interest payable 149,464 101,204
Other liabilities 140,127 170,725
---------- ----------
Total liabilities 57,666,810 54,629,889
---------- ----------
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; 701,600 shares issued and
outstanding 7,016 7,016
Additional paid-in capital 6,946,101 6,946,101
Accumulated deficit (44,452) (144,640)
Accumulated other comprehensive income (9,094) 3,476
---------- ----------
Total stockholder's equity 6,899,571 6,811,953
---------- ----------
$ 64,566,381 61,441,842
========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE>
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
Mar 31, 1999 Mar 31, 1998
------------ ------------
<S> <C> <C>
Interest income:
Interest and fees on loans $ 1,011,253 788,621
Interest and dividends on investments 167,524 140,866
Interest on federal funds sold and deposits with other banks 28,005 41,528
--------- -------
Total interest income 1,206,782 971,015
--------- -------
Interest expense:
Time deposits 432,064 346,671
Savings deposits 65,716 50,725
Interest bearing demand deposits 19,009 13,431
Other 69,530 57,856
--------- -------
Total interest expense 586,319 468,683
--------- -------
Net interest income 620,463 502,332
Provision for loan losses 57,600 47,500
--------- -------
Net interest income after provision for loans losses 562,863 454,832
--------- -------
Other income:
Service charges 43,213 33,133
Other 57,326 18,457
--------- -------
Total other income 100,539 51,590
--------- -------
Other expenses:
Salaries and employee benefits 268,719 234,215
Occupancy 87,988 60,662
Other operating 157,969 132,528
--------- -------
Total other expenses 514,676 427,405
--------- -------
Income before income taxes 148,726 79,017
Income tax expense 48,538 17,290
--------- -------
Net earnings $ 100,188 61,727
========= =======
Other comprehensive income, before tax:
Unrealized gains/(losses) on securities available for sale
arising during period, net of tax of $(7,691) and $2,490 (12,570) (830)
--------- -------
Comprehensive income $ 87,618 60,896
========= =======
Net earnings per share $ 0.14 0.09
========= =======
Diluted net earnings per share $ 0.14 0.09
========= =======
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE>
GREATER ROME BANCSHARES, INC.
Consolidated Statements of Cash Flows
(Unaudited)
For the Three Months Ended March 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 100,188 61,727
Adjustments to reconcile net earnings to net cash
used by operating activities:
Depreciation, amortization and accretion 55,981 38,533
Provision for loan losses 57,600 47,500
Change in:
Interest receivable 41,211 20,791
Other assets (111,487) (8,053)
Interest payable 48,260 14,993
Other liabilities (30,598) 9,414
--------- -------
Net cash provided in operating activities 161,155 184,905
--------- -------
Cash flows from investing activities:
Purchases of securities available for sale (1,423,746) -
Purchases of securities held to maturity - (1,749,063)
Proceeds from maturities and calls of securities available for sale 1,453,211 -
Proceeds from maturities and calls of securities held to maturity 515,877 1,135,591
Purchase of bank owned life insurance (350,000) -
Net increase in loans (1,901,606) (2,274,598)
Purchases of premises and equipment (7,297) (91,382)
--------- ---------
Net cash used by investing activities (1,713,561) (2,979,452)
--------- ---------
Cash flows from financing activities:
Net change in demand and savings deposits (99,697) 1,678,172
Net change in time deposits 2,618,956 3,307,076
Net change in securities sold under repurchase agreements 1,000,000 (500,000)
Net chang in federal funds purchased (500,000) -
--------- ---------
Net cash provided by financing activities 3,019,259 4,485,248
--------- ---------
Net change in cash and cash equivalents 1,466,853 1,690,701
Cash and cash equivalents at beginning of period 4,509,810 2,964,424
--------- ---------
Cash and cash equivalents at end of period $ 5,976,663 4,655,125
========= =========
Supplemental disclosures of cash flow information:
Cash paid for interest $ 538,059 453,784
Change in unrealized gain/(loss) on securities available for sale $ (20,261) 1,660
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE>
GREATER ROME BANCSHARES, INC.
Notes to Consolidated Financial Statements
(Unaudited)
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 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.
Basis of Presentation and Reclassification
- ------------------------------------------
The consolidated financial statements include the accounts of the Company and
the Bank. All intercompany accounts and transactions have been eliminated in
consolidation. Certain 1998 amounts have been reclassified to conform to the
1999 presentation.
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 that the Company has the ability and intent to hold 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.
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.
6
<PAGE>
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.
A loan is considered 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.
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 2 - 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
7
<PAGE>
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 Earnings Per Share
- ----------------------
Earnings per share are based on the weighted average number of common shares
outstanding during the period while the effects of potential shares outstanding
during the period are included in diluted earnings per share. The reconciliation
of the amounts used in the computation of both "earnings per share" and "diluted
earnings per share" for the periods presented in the financial statements were
calculated as follows:
<TABLE>
<CAPTION>
Net Common Per Share
For the quarter ended March 31, 1999: Earnings Share Amount
- ------------------------------------- -------- ----- ------
<S> <C> <C> <C>
Earnings per share $ 101,188 701,600 0.14
Effect of stock options 16,674 -
-
Diluted earnings per share $ 101,188 718,274 0.14
Net Common Per Share
For the quarter ended March 31, 1998: Earnings Share Amount
- ------------------------------------- -------- ----- ------
Earnings per share $ 61,727 700,000 0.09
Effect of stock options 9,000 -
-
Diluted earnings per share $ 61,727 709,000 0.09
</TABLE>
8
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
FORWARD LOOKING STATEMENTS
Certain statements contained in this Annual Report, which are not statements of
historical fact, constitute forward-looking statements. Examples of
forward-looking statements include, but are not limited to:
(1) projections of revenues, income or loss, earnings or loss per share, the
payment or non-payment of dividends, capital structure and other financial
items;
(2) statements of plans and objectives of the Company or its management or
Board of Directors, including those relating to products or services;
(3) statements of future economic performance; and (4) statements of
assumptions underlying such statements.
Words such as "believes," "anticipates," "expects," "intends," "targeted," and
similar expressions are intended to identify forward-looking statements but are
not the exclusive means of identifying such statements.
Forward-looking statements involve risks and uncertainties, which may cause
actual results to differ materially from those in such statements. Facts that
could cause actual results to differ from those discussed in the forward-looking
statements include, but are not limited to:
(1) the strength of the U.S. economy in general and the strength of the
local economies in which operations are conducted;
(2) the effects of and changes in trade, monetary and fiscal policies and
laws,including interest rate policies of the Board of Governors of the
Federal Reserve System;
(3) inflation, interest rate, market and monetary fluctuations;
(4) the timely development of and acceptance of new products and services and
perceived overall value of these products and services by users;
(5) changes in consumer spending, borrowing and saving habits;
(6) Year 2000 issues and technological changes;
(7) acquisitions;
(8) the ability to increase market share and control expenses;
(9) the effect of changes in laws and regulations (including laws and
regulations concerning taxes, banking, securities and insurance) with which
the Company and its subsidiary must comply;
(10) the effect of changes in accounting policies and practices, as may be
adopted by the regulatory agencies as well as the Financial Accounting
Standards Board;
(11) changes in the Company's organization, compensation and benefit plans;
(12) the costs and effects of litigation and of unexpected or adverse outcomes
in such litigation; and
(13) the success of the Company at managing the risks involved in the foregoing.
Such forward-looking statements speak only as of the date on which such
statements are made, and the Company undertakes no obligation to update any
forward-looking statement to reflect events or circumstances after the date on
which such statement is made to reflect the occurrence of unanticipated events.
FINANCIAL CONDITION
As of March 31, 1999, the Company had concluded just over three years of banking
operations with $64.6 million in total assets, up $3.1 million over year-end
1998. Total deposits increased $2.5 million over year-end 1998 to $51.4 million.
Total loans outstanding increased $1.8 million over year-end 1998 to $43.2
million. All of the Bank's growth in deposits and loans has come from the local
market. Management
9
<PAGE>
attributes this growth to a relatively stable local economy combined with
competitive banking services delivered by a locally owned and operated community
bank. The Bank is one of only two locally owned and operated community banks in
its market, which has been dominated by regional banks and fragmented by credit
unions over the past several years.
The banking industry continues to experience stiff competition from non-banks
for deposit and investment type products. Competition for local deposit dollars
continues to put upward pressure on the cost of deposits. In the current market
environment, management has found that the Bank can borrow term funds from
wholesale resources at rates that are less than the cost of local certificates
of deposit. The Bank's Asset/Liability Management Committee has adopted policies
designed to diversify funding sources in the event that local market deposits
become even less available and more costly. Within limits, the Bank may obtain
funding from brokered certificates of deposit and other forms of wholesale
borrowing, such as the Federal Home Loan Bank and term repurchase agreements.
These policies should allow the Bank to continue to meet the local market's
credit demands and provide the flexibility to obtain funding from various
sources at optimum rates. While this policy shift provides greater funding
flexibility, in the long run the Bank will continue to place primary funding
emphasis on local deposit growth. As of March 31, 1999, the Bank had no brokered
deposits.
As of March 31, 1999, the Bank's East Rome branch facility had concluded ten
months of operations. The East Rome Office is a full service branch office
located at 800 East Second Avenue in Rome, approximately two miles south of the
Bank's main office. Management projects that the new office should be making a
contribution to earnings after twelve months of operations and should position
the Bank to more fully service the greater Rome market. In the first quarter of
1999, deposits at the East Rome Office increased $1.5 million over year-end to
$5.7 million.
Capital
At March 31, 1999, the Bank's capital position was in excess of FDIC guidelines
to qualify as "well capitalized". Based on the level of the Bank's risk weighted
assets at quarter end, the Bank had $2.4 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.
Assuming the Bank continues to grow with a risk-weighted asset mix consistent
with its historical experience, and that it has reasonable earnings and
maintains asset quality, the Bank's capital will approach the minimum limits to
be well-capitalized when its assets are approximately $100 million. While there
are no assurances that the Bank will continue to experience rapid growth,
management must anticipate such growth and make plans for sufficient capital to
support it. Management and the Board are currently developing capital growth
strategies.
Liquidity
Management monitors its liquidity position daily and the Asset Review Committee
reviews a liquidity management report on a weekly basis. The liquidity
management report reflects the Bank's results against policy guidelines and the
Bank's unfunded commitments and capital position. The reports reflect funding
capacity projections based on capital limits and policy limits assuming no
further local market deposit growth (a worst case scenario). As of March
31,1999, the Bank had unfunded loan commitments totaling $4.8 million.
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,
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<PAGE>
in the event that local deposit growth does not keep pace with local loan
demand. These funding sources may include institutional certificates of deposit
(CD's), local market CD's and brokered CD's.
Management considers the Bank's internal and external liquidity resources to be
adequate to handle expected growth and normal cash flow demands from existing
deposits and loans. For the quarter ended March 31, 1999, deposit growth
exceeded loan growth by $700 thousand. Securities held to maturity decreased
$500 thousand from year-end to $5.8 million. Securities available for sale
remained at $4.8 million. At March 31, 1999, the average weighted life of the
Bank's securities portfolio was 4.4 years with an average weighted tax
equivalent yield of 5.91%. All of the Bank's investment securities are available
as collateral for borrowings under either repurchase agreements with its
correspondent banks or advances from the Federal Home Loan Bank ("FHLB").
At March 31, 1999, the Bank had $5 million in advances from the FHLB of Atlanta.
The Bank obtained these advances to improve its cost of funds and to improve its
interest rate risk exposure. They are secured by the Bank's investment in first
mortgage real estate loans and FHLB stock.
The FHLB has call options on $4.0 million of these advances. If call options are
exercised on any of the advances, they will be converted into three-month
LIBOR-based floating rate advances at three-month LIBOR flat. The most likely
reason for the advances to be called would be if interest rates rose
sufficiently to present better investment alternatives for the FHLB. In the
event of a call, management will evaluate its funding alternatives, given its
interest rate risk profile at the time.
Net deposit growth, federal funds sold and marketable securities provide the
primary liquidity resource for loan disbursements and Bank working capital. The
Bank's investment securities portfolio provides 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 $9.5 million in securities (eligible for sale under repurchase
agreements), plus Federal funds sold and other short-term bank deposits of $4.4
million, for a total of $13.9 million. Under these repurchase agreements, margin
requirements range from 3% to 10% of the current market value of the underlying
security, and the borrowing rate tends to have a spread of approximately 25 to
40 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 $4.5 million, all of which were
available at quarter end. The correspondent banks may revoke these lines at any
time.
FHLB membership provides an additional source of liquidity through 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 are assigned
as collateral for this financing. The Bank has $7.5 million in eligible
residential first mortgage loans that have been assigned to the FHLB. These
loans provide approximately $6.0 million in lendable value, of which $5 million
has been borrowed. The Bank also has $11.6 million in commercial mortgage loans
that may qualify as collateral for advances with the FHLB.
On April 22, 1999, the Bank borrowed an additional $1.0 million from the FHLB
bringing its total advances from the FHLB to $6.0 million. The additional $1.0
million carries a fixed rate of interest at 5.01% for five years with a
one-time, two-year, call option. This funding replaced the $1.0 million
repurchase agreement that was repaid in early April.
In April 1999, the Bank submitted the required documentation to the Federal
Reserve Bank of Atlanta to be able to borrow money from the Federal Reserve, as
a part of the Bank's contingency planning for year 2000 risks.
11
<PAGE>
RESULTS OF OPERATIONS
The Company had net earnings of $100,188 ($0.14 per share) for the three months
ended March 31, 1999. This compares to net earnings of $61,727 ($0.09 per share)
for the three months ended March 31, 1998. Income before taxes in the first
quarter of 1999 improved over the same period in 1998 by $69,709 (88%) to
$148,726. The Company's earnings became fully taxable for federal income tax
purposes in 1998 as a result of fully utilizing it federal net operating loss
during the year.
Net Interest Income
Net interest income increased $118,131 (23%) to $620,463 for the three months
ended March 31, 1999. This was primarily due to the 30% increase in average
earning assets to $56.9 million for the first quarter of 1999 compared to the
first quarter of 1998 and the improvement in the earning asset mix. For 1999,
average loans comprised 75% of average earning assets. For 1998, average loans
were 72% of average earning assets. The net yield on average earning assets,
before the provision for loan losses, was 4.39% for 1999. This compares to 4.65%
for 1998. The lower yield for 1999 was primarily due to the higher funding cost
associated with 87% of average earning assets being funded by interest bearing
deposits. For 1998, 83% of average earning assets were funded by interest
bearing deposits.
Summary of Loan Loss Experience
<TABLE>
<CAPTION>
Three months Three months
ended ended
3/31/99 3/31/98
------- -------
<S> <C> <C>
Allowance for possible loan losses at the beginning of the quarter $ 569,185 480,544
Real estate - mortgage - 2,924
Consumer loans 20,193 7,462
------- -------
Total 20,193 10,386
------- -------
Recoveries:
Real estate - mortgage - -
Consumer loans 10,138 2,490
------- -------
Total 10,138 2,490
------- -------
Net charge-offs: 10,055 7,896
Additions charged to operations 57,600 47,500
------- -------
Balance at end of quarter $ 616,730 520,148
======= =======
Average loans outstanding, net of unearned income $ 42,784,599 31,529,214
Ratio of net charge-offs to average loans 0.02% 0.03%
</TABLE>
Until the fourth quarter of 1998, the provision for loan losses was primarily
determined by reference to a target ratio. Management had used this method, by
reference to peer information, in order to build the loss reserve for the Bank's
loan portfolio. More traditional methods of determining loan loss provisions are
based on historical loan portfolio performance, including analysis of historical
charge-offs and recoveries, detailed loan reviews and portfolio reviews, loan
growth and changing economic conditions. Up to that point, the Bank did not have
sufficient history in its portfolio performance on which to base additions.
In the fourth quarter of 1998, management evaluated the history of the Bank's
loan charge-offs and reviewed the credit risk in the Bank's loan portfolio.
Furthermore, an independent credit review was conducted in early January 1999,
to validate the credit risk classification as of December 31, 1998. Based on the
results of these reviews, management and the board modified the loan loss
reserve policy to eliminate the target balance ratio
12
<PAGE>
method. Under the revised policy, management and the board will evaluate
the adequacy of the loan loss reserve on a quarterly basis. This evaluation
considers historical loan losses by risk grade under each major category of
loans, i.e., commercial, real estate and consumer. It also considers
current portfolio risk, industry concentrations and the uncertainty
associated with changing economic conditions.
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 that 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 weekly Asset Review Committee 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.
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.
Allocation of the Allowance for Loan Losses
- -------------------------------------------
Under the Bank's credit risk Loan Grading Policy, each loan in the portfolio is
assigned one of the following risk grades:
<TABLE>
<CAPTION>
Grade Short Definition Grade Short Definition
----- ---------------- ----- ----------------
<S> <C> <C> <C>
1 Total absence of credit risk 5 Greater than normal credit risk
2 Minimal credit risk 6 Excessive credit risk
3 Average credit risk 7 Potential loss
4 Acceptable, but more than average credit risk 8 Uncollectable
</TABLE>
The policy provides more explicit guidance on the application of risk grades. On
a monthly basis, loan balances are aggregated for each grade and a loan loss
allowance is calculated using factors that represent management's estimate of
the allowance applicable to each grade. These factors are compared to historical
charge-offs for reasonableness and adjusted, as necessary.
At December 31, 1998 the allowance for loan losses was allocated by grade as
follows:
<TABLE>
<CAPTION>
Number of Loan Calculated
Grade Loans Balance Factor Reserve
----- ----- ------- ------ -------
<S> <C> <C> <C> <C>
1 5 146,778 0.00% -
2 16 223,661 0.10% 224
3 1,173 29,489,735 0.33% 97,316
4 672 11,322,704 0.75% 84,920
5 34 636,840 5.00% 31,842
6 13 157,112 15.00% 23,567
7 - - 50.00% -
8 - - 100.00% -
-------- ---------- -------
Total 1,913 41,976,830 237,869
======== ==========
Unallocated 331,316
-------
Total loss reserve 569,185
=======
</TABLE>
13
<PAGE>
At March 31, 1999 the allowance for loan losses was allocated by grade as
follows:
<TABLE>
<CAPTION>
Number of Loan Calculated
Grade Loans Balance Factor Reserve
----- ----- ------- ------ -------
<S> <C> <C> <C> <C>
1 5 143,927 0.00% -
2 15 218,368 0.10% 218
3 1,180 29,522,192 0.33% 97,423
4 741 12,742,051 0.75% 95,565
5 37 1,092,558 5.00% 54,628
6 12 94,140 15.00% 14,121
7 - - 50.00% -
8 - - 100.00% -
- -------- ---------- -------
Total 1,990 43,813,236 261,955
======== ==========
Unallocated 354,775
-------
Total loss reserve 616,730
=======
</TABLE>
The approximate anticipated amount of charge-offs by risk grade for 1999 is:
<TABLE>
<CAPTION>
Projected
Grade Charge-offs
----- -----------
<S> <C>
1 -
2 107
3 46,639
4 40,699
5 15,260
6 11,295
7 -
8 -
----------
Total 114,000
==========
</TABLE>
Risk Elements
March 31, 1999 March 31, 1998
-------------- --------------
Nonaccrual, Past Due and Restructured Loans
- -------------------------------------------
Nonaccrual loans $ 86,733 -
Accruing loans contractually past due 90 days
or more $ - 19,857
Troubled debt restructurings $ 96,806 -
The amount of interest that would have been included in income on the above
non-accrual loans if they had been current in accordance with their original
terms was $5,159 in 1999. The amount of interest that was included in interest
income on the above loans was $2,282 in 1999.
The Bank's policy is to place loans on non-accrual status when it appears that
the collection of principal and interest in accordance with the terms of the
loan is doubtful. Any loan that becomes 90 days past due as to principal or
interest is automatically placed on non-accrual, unless corrective action is
certain and imminent.
14
<PAGE>
Non-interest Income and Expenses
Non-interest income increased $48,949 (95%) for the three months ended March 31,
1999 from the same period of 1998. Service charges on deposit accounts increased
$10,080 (30%) to $43,213. Mortgage origination fees increased $25,085 (293%) to
$33,654.
Non-interest expenses increased $87,272 (20%) to $514,677 for the three months
ended March 31, 1999 from the same period for 1998. The lower growth rate of
non-interest expenses relative to the earning asset growth rate of 30% indicates
that the Bank's operating efficiencies continue to improve.
Salaries and benefits for the three months ended March 31, 1999 increased
$34,504 (15%) to $268,719 from the same period in 1998. This is due to the
growth in the number of full-time-equivalent employees and increases in the
costs of employee benefits. The number of employees grew from 24 at the end of
the first quarter of 1998 to 31 at the end of the first quarter of 1999.
Occupancy costs increased $27,326 (45%) to $87,988. This increase is due
primarily to the addition of the East Rome office. Other operating expenses
increased $25,441 (20%) to $157,969. Most of this increase is due to the higher
volume of business associated with advertising and marketing costs, data
processing costs, and supplies. Management continues to focus on improving
operating expense efficiencies, through the use of current banking technologies,
outsourcing solutions and human resource training and development.
Interest Rate Sensitivity
Improvement in the Company's earnings 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 uses a third party risk analysis product, which quantifies the amount
of risk to the net interest margin and to the current market value of equity. It
produces a composite analysis of several approaches including GAP analysis, rate
shocks in 100 point increments, up and down 400 basis points and simulation
modeling.
As with any model, many assumptions have to be made about the repricing
attributes of the Bank's assets and liabilities. Where industry experience seems
appropriate, such assumptions are used. Given the extremely competitive market
for the public's investing and savings dollars, the "basis risk", or lack of
correlation between changes in the yields on U.S. Treasury securities and
customer deposit rates, seems to be getting greater. In simpler terms, if the
one-year T-bill falls in yield by 100 basis points, it is unlikely that one-year
time deposits will roll down by 100 basis points at maturity. Such uncertainty
increases the uncertainty about the conclusiveness of the interest rate risk
models.
The Asset/Liability Committee monitors the Bank's exposure to interest rate risk
on a quarterly basis. As of its most recent review, the effect of an immediate
and simultaneous change in interest rates, either up or down by 200 basis
points, on the Bank's net interest income and on its economic value of equity
was calculated to be within policy limits. The net interest income policy limit
specifies that the amount of adverse impact to net interest income due to
interest rate risk is limited to no more than 10% of projected net interest
income for the following 12 months, assuming a 200 basis point change in
interest rates. The economic value of equity policy limit specifies that the
adverse effect of a similar rate change on the economic value of equity is
limited to no more than 25% of the Bank's current capital.
15
<PAGE>
YEAR 2000 PROCESSING RISK
The Board and management consider the Year 2000 ("Y2K") computer processing risk
to be a serious risk for all businesses that depend on computer hardware and
software to perform the critical functions of their businesses. Year 2000
computer processing risk is defined as the risk associated with computer
hardware or software that fails to process data or operate in the manner for
which it was designed as a result of century date changes. This risk encompasses
hardware and software owned, leased, licensed or otherwise used (1) by the
Company or (2) by vendors upon which the Company depends for its mission
critical functions or (3) by customers with which the Company has a material
relationship. In the third quarter of 1997, the Board established a Y2K Policy
and Y2K Compliance Committee to address this risk. The Committee is headed by
senior management, meets monthly, and reports monthly to the full Board.
The Company's State of Readiness
The Company and Bank do not use proprietary computer hardware or software. (The
Company has no hardware or software dependencies other than through the Bank;
hence, all further corporate references in this section will be to the Bank.)
The Bank depends upon outsourced data processing services, third party software
and PC hardware technology. Management has identified all mission critical
hardware and software applications and is following the general guidelines
promulgated by the Federal Financial Institutions Examination Council ("FFIEC")
to assure that such applications will be renovated and tested before prescribed
deadlines or contingency plans will be in the process of implementation.
The Bank has replaced all non-compliant hardware and software associated with
the basic operation of its local area networks, wide area network and
workstations and has completed testing and documentation of compliance for these
systems. Additionally, the Bank's phone system has been tested and documented to
be Y2K ready.
Various software is licensed to the Bank and maintained at its offices. It is
used for new account platforms, teller transactions, network administration,
office administration, ACH settlement reporting, cash letter settlement
reporting, wire transfers, accounts receivable financing, accounts payable and
telephone banking. Ten vendors provide this software and periodic updates. To
date, all versions of this software currently used at the Bank have been
reported by the vendors as Y2K compliant. All software has been validated
through tests performed by the Bank, or performed by other (proxy test) banks
with operating environments similar to the Bank. The Bank has completed testing
and documenting compliance on its licensed software maintained at the Bank's
offices.
The Bank's core processing, which maintains all customer record keeping, general
ledger accounting and financial management information systems, is handled by
Fiserv, Inc., an international data processing company, which specializes in
financial institution data processing and serves 15% of all of the banks, credit
unions and savings institutions in the U.S. Thousands of financial institutions
with over fifty million customer accounts are processed on its systems.
Accordingly, the Bank expects Fiserv to satisfy all regulatory requirements
imposed upon bank data processors.
The Bank's Fiserv service center has reported that it has concluded its
renovations and has implemented Y2K compliant software. Proxy tests, as defined
by the FFIEC, have been concluded by representative client banks, and Fiserv
delivered independently reviewed reports to the Bank in the fourth quarter of
1998. These reports were used to limit the scope, extent and cost of integrated
testing expected to be performed by the Bank. Members of the Y2K Committee
attended training conducted by Fiserv for the purpose of designing integrated
test plans and test scripts with Fiserv. Integrated tests were conducted in the
fourth quarter of 1998 and substantially completed by December 31, 1998, with
all issues satisfactorily resolved.
16
<PAGE>
At March 31, 1999, four Fiserv applications remained to be tested and results
documented, three of which involve new software being installed in the second
quarter of 1999. The one pre-existing application is the item-processing
interface between Fiserv Atlanta, the Bank's item capture center, and Fiserv
Bowling Green, the Bank's data service center. This interface was tested in
March 1999 and the results are currently being evaluated and documented. At this
stage of the evaluation, the test results appear to be without exception.
In April 1999, the Bank converted its ATM and debit card processor to Fiserv
EFT. Fiserv EFT has reported that its software and network interfaces will have
testing completed by June 30, 1999. Its most recent status report provides no
reason to expect that such dates will not be satisfactorily met. Additionally,
Fiserv Bowling Green has installed new software to drive the Bank's ATM. Testing
and documentation of these two new applications will be concluded in the second
quarter of 1999.
The fourth new application involves the Bank's remote print-back hardware and
software. Fiserv is currently testing the software in live environments. New
hardware is scheduled for installation in late May with software installation in
June. Testing and documentation are expected to be concluded in June 1999.
Fiserv Bowling Green has reported that it will keep the test environment
available throughout 1999 to allow clients to refine test scripts and
trouble-shoot product interfaces.
Based on the results of tests performed to date by the Bank and representations
from the servicing vendors, substantially all of the Bank's mission critical
hardware and software applications are Y2K ready.
Management has completed its assessment of the Bank's significant commercial
loan relationships to determine how much Y2K risk may exist in the Bank's
customer base. To the extent that such risk has been identified, management is
requiring those customers to keep the Bank informed of their progress.
Management's current plans are to help the Bank's customers understand the risks
involved, to share the Bank's strategies and to encourage those customers to
satisfy their compliance requirements on time lines that are consistent with
those of the Bank. The Bank's loan agreements and credit review processes have
been modified to address this risk. The Bank's contingency plans for customers
who fail to adequately address this risk may include, but will not be limited
to, requiring such customers to pay off their loans.
Other third parties with which the Bank has material relationships that may be
adversely impacted by Y2K risks include its correspondent banks and the utility
companies.
The Bank's primary correspondent bank provides numerous services, including cash
letter settlements, federal funds sold and purchase lines, securities
safekeeping services, securities settlements, wire settlements, ACH settlements,
and ATM/debit card settlements. The Federal Home Loan Bank of Atlanta provides
overnight investments and secured term financing. Two other correspondent banks
provide federal funds sold and purchase lines. Written communications from these
banks indicate that they have substantially completed the testing and
implementation of all mission critical systems and their efforts in early 1999
appear to be shifting focus toward customer awareness and contingency planning.
Y2K readiness disclosures from the Bank's major utility companies have
significantly improved. The status of their testing and contingency planning
appears to be on schedule. The electric and phone companies have indicated
target dates for substantial completion of their plans by June 30, 1999. Their
disclosures recognize the significant interdependencies on business
relationships over which they have no direct control, but indicate efforts to
mitigate these risks through integrated testing and contingency planning.
17
<PAGE>
The Costs to Address the Company's Year 2000 Issues
The resource commitments and costs of implementing Y2K solutions on mission
critical systems are currently estimated to be approximately $118,000.
Approximately $94,000 of this was incurred in 1998, and the balance will be
incurred in 1999. These costs include the cost of an independent consultant, who
has been engaged to review the Bank's test plans, test results and contingency
plans. At this time, the costs of implementing Y2K solutions on mission critical
hardware and software are not expected to have a material impact on the results
of operations.
The Risks of the Company's Year 2000 Issues
There can be no assurances that all hardware and software that the Bank will
use, or that the Bank's customers, other vendors and utility companies will use,
will be Year 2000 compliant. The Bank's customers, other vendors and utility
companies may be negatively affected by the Year 2000 issue, and any
difficulties incurred by them in solving Year 2000 issues could negatively
affect their ability to perform their agreements with the Bank.
Currently, the most reasonably likely worst case Year 2000 scenario for the Bank
appears to be one in which electrical service or phone service were disrupted to
the community for an extended period. As noted above, the management of the
risks associated with the Bank's computer hardware and software, its commercial
customer risk and its correspondent bank risk is progressing as planned.
Electrical and phone services are the most critical of the utilities. While the
Bank cannot operate its systems without a continuous supply of electricity,
short-term disruptions, such as occur with electrical storms, can be managed in
the ordinary course of business. Much of the Bank's business is conducted over
data communication and voice communication lines provided by the phone
companies. Short-term disruptions in phone services can be managed in the
ordinary course of business.
Even if the Bank does not incur significant direct costs in connection with
responding to the Year 2000 issue, there can be no assurance that the failure or
delay of the Bank's customers, vendors or other third parties in addressing the
Year 2000 issue or the costs involved in such process will not have a material
adverse effect on the Bank's business, financial condition and results of
operations.
The Company's Contingency Plans
The Board of Directors has approved a Disaster Recovery Policy and a Y2K
Contingency Plan (collectively, the "Plans"). The Disaster Recovery Policy is
designed to achieve a level of emergency preparedness that is broad in its
scope, encompassing the risk of loss or business disruption resulting from
unexpected events ranging from equipment failure to natural disasters. It is
designed to: enable management continuity, designate alternative facilities,
provide for alternative administrative, communication and data processing
support, establish policies for data backup, record retention and retrieval,
reinforce security policies, require reasonable levels of insurance, reinforce
financial risk management policies, and establish organizational responsibility.
The Y2K Contingency Plan is limited in scope to the Bank's computer hardware and
software alternatives in the event that the Y2K efforts do not meet time-line
expectations. Management believes that the Plans provide adequate guidance for
most emergency circumstances that might be reasonably expected for the Bank's
geographic location.
In an effort to more specifically address contingency planning related to
possible Y2K disruptions, management is developing a Business Resumption
Contingency Plan ("BRCP") under the framework of the Plans. The BCRP will
address the evaluation of most reasonably likely worst case scenarios and the
action plans required to limit the adverse consequences on the Bank's services.
The BRCP will also address liquidity contingency planning. This will include use
of the Federal Reserve discount window, the Federal Home Loan Bank's Y2K advance
programs, and cash planning with the Bank's armored courier service. Validation
plans will be included to test for effectiveness and viability. The Bank's
independent Y2K consultant will review the BRCP. The BRCP is scheduled for
substantial completion in June 1999.
18
<PAGE>
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.
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.
None.
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
September 1, 1997. (Incorporated by reference to Exhibit 10.1 of the
Company's Quarterly Report on Form 10-QSB for the quarter ended September
30, 1997).
10.2 *Greater Rome Bancshares, Inc. 1996 Stock Incentive Plan (Incorporated by
reference to Exhibit 10.12 of the Company's Annual Report on Form 10-KSB
for the year-ended December 31, 1995).
19
<PAGE>
10.3 *Form of Incentive Stock Option Agreement (Incorporated by reference to
Exhibit 10.13 of 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 held May 15, 1997).
10.5 *Employment Agreement between the Company and E. Grey Winstead, III dated
September 1, 1997. (Incorporated by reference to Exhibit 10.5 of the
Company's Quarterly Report on Form 10-QSB for the quarter ended September
30, 1997).
10.6 *Executive Supplemental Retirement Plan Agreement between the Bank and
Thomas D. Caldwell, III dated December 28, 1998.
27.1 Financial Data Schedule (for S.E.C. use only).
* 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, 1999.
20
<PAGE>
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 6, 1999 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 and Accounting Officer
21
<PAGE>
GREATER ROME BANCSHARES, INC.
Form 10-QSB for the quarterly period ended March 31, 1998
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Sequential
Number Description Page
- ------ ----------- ----
<S> <C> <C>
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). N/A
3.2 Bylaws (Incorporated by reference to Exhibit 3.2 to the Company's
Registration Statement No. 33-82858 on Form SB-2). N/A
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). N/A
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). N/A
10.1 *Employment Agreement between the Company and Thomas D. Caldwell, III dated
September 1, 1997. (Incorporated by reference to Exhibit 10.1 of the
Company's Quarterly Report on Form 10-QSB for the quarter ended September
30, 1997). N/A
10.2 *Greater Rome Bancshares, Inc. 1996 Stock Incentive Plan (Incorporated by
reference to Exhibit 10.12 of the Company's Annual Report on Form 10-KSB
for the year-ended December 31, 1995). N/A
10.3 *Form of Incentive Stock Option Agreement (Incorporated by reference to
Exhibit 10.13 of the Company's Annual Report on Form 10-KSB for the
year-ended December 31, 1996). N/A
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 held May 15, 1997). N/A
10.5 *Employment Agreement between the Company and E. Grey Winstead, III dated
September 1, 1997. (Incorporated by reference to Exhibit 10.5 of the
Company's Quarterly Report on Form 10-QSB for the quarter ended September
30, 1997). N/A
10.6 *Executive Supplemental Retirement Plan Agreement between the Bank and
Thomas D. Caldwell, III dated December 28, 1998. N/A
27.1 Financial Data Schedule (for S.E.C. use only).
</TABLE>
* Indicates a management contract or compensatory arrangement.
22
EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN
AGREEMENT
This Agreement, made and entered into this 28th day of December, 1998,
by and between Greater Rome Bank, a Bank organized and existing under the laws
of the State of Georgia, hereinafter referred to as "the Bank", and Thomas D.
Caldwell, III, a Key Employee and the Executive of the Bank, hereinafter
referred to as "the Executive".
The Executive has been in the employ of the Bank for several years and
has now and for years past faithfully served the Bank. It is the consensus of
the Board of Directors of the Bank (the Board) that the Executive's services
have been of exceptional merit, in excess of the compensation paid and an
invaluable contribution to the profits and position of the Bank in its field of
activity. The Board further believes that the Executive's experience, knowledge
of corporate affairs, reputation and industry contacts are of such value and his
continued services are so essential to the Bank's future growth and profits that
it would suffer severe financial loss should the Executive terminate his
services.
Accordingly, it is the desire of the Bank and the Executive to enter
into this Agreement under which the Bank will agree to make certain payments to
the Executive upon the Executive's retirement and, alternatively, to the
Executive's beneficiary(ies) in the event of the Executive's death.
It is the intent of the parties hereto that this Agreement be
considered an arrangement maintained primarily to provide supplemental
retirement benefits for the Executive, as a member of a select group of
management or highly-compensated employees of the Bank for purposes of the
Employee Retirement Security Act of 1974 (ERISA). The Executive is fully advised
of the Bank's financial status and has had substantial input in the decision and
operation of this benefit plan.
Therefore, in consideration of the Executive's services performed in
the past and those to be performed in the future and based upon the mutual
promises and covenants herein contained, the Bank and the Executive, agree as
follows:
1
<PAGE>
I. DEFINITIONS
A. Effective Date:
---------------
The Effective Date of this Agreement shall be December 28, 1998.
B. Plan Year:
----------
Any reference to "Plan Year" shall mean a calendar year from January 1 to
December 31. In the year of implementation, the term "Plan Year" shall mean
the period from the effective date to December 31 of the year of the
effective date.
C. Retirement Date:
-----------------
Retirement Date shall mean retirement from service with the Bank which
becomes effective on the first day of the calendar month following the
month in which the Executive reaches the Executive's sixty-fifth (65th)
birthday or such later date as the Executive may actually retire.
D. Termination of Service:
------------------------
Termination of Service shall mean voluntary resignation of service by the
Executive or the Bank's discharge of the Executive without cause ("cause"
defined in Subparagraph III (E) hereinafter), prior to the Normal
Retirement Age (described in Subparagraph I (J) hereinafter).
E. Pre-Retirement Account:
------------------------
A Pre-Retirement Account shall be established as a liability reserve
account on the books of the Bank for the benefit of the Executive. Prior to
the Executive's Retirement Date [Subparagraph I (C)] such liability reserve
account shall be increased or decreased each Plan Year (including the Plan
Year in which the Executive ceases to be employed by the Bank) by an amount
equal to the annual earnings or loss for that Plan Year determined by the
Index (described in Subparagraph I (G) hereinafter), less the Cost of Funds
Expense for that Plan Year (described in Subparagraph I (H) hereinafter),
divided by a factor equal to 1.0 minus the marginal tax rate.
F. Index Retirement Benefit:
---------------------------
The Index Retirement Benefit for the Executive for any year shall be equal
to the excess of the annual earnings (if any) determined by the Index
[Subparagraph I (G)] for that Plan Year less the Cost of Funds Expense
[Subparagraph I (H)] for that Plan Year, divided by a factor equal to 1.0
minus the marginal tax rate.
2
<PAGE>
G. Index:
------
The Index for any Plan Year shall be the aggregate annual after-tax income
from the life insurance contracts described hereinafter as defined by FASB
Technical Bulletin 85-4. This Index shall be applied as if such insurance
contracts were purchased on the effective date hereof.
Insurance Company: Alexander Hamilton Life Insurance
Policy Form: Flexible Premium Adjustable Life
Policy Name: Executive Security Plan IV
Insured's Age and Sex: 45, Male
Riders: None
Ratings: None
Option: Level Death Benefit
Face Amount: $1,012,000
Premiums Paid: $350,000
Number of Premium Payments: One
Assumed Purchase Date: December 28, 1998
Insurance Company: Southland Life Insurance
Policy Form: Flexible Premium Adjustable Life
Policy Name: Max UL
Insured's Age and Sex: 45, Male
Riders: None
Ratings: None
Option: Level Death Benefit,
Face Amount: $1,141,649
Premiums Paid: $350,000
Number of Premium Payments: One
Assumed Purchase Date: January 19, 1999
If such contracts of life insurance are actually purchased by the Bank then
the actual policies as of the dates they were purchased shall be used in
calculations under this Agreement. If such contracts of life insurance are
not purchased or are subsequently surrendered or lapsed, then the Bank
shall receive annual policy illustrations that assume the above-described
policies were purchased from the above named insurance company(ies) on the
Effective Date from which the increase in policy value will be used to
calculate the amount of the Index.
In either case, references to the life insurance contract are merely for
purposes of calculating a benefit. The Bank has no obligation to purchase
such life insurance and, if purchased, the Executive and the Executive's
beneficiary(ies) shall have no ownership interest in such policy and shall
always have no greater interest in the
3
<PAGE>
benefits under this Agreement than that of an unsecured general creditor of
the Bank.
H. Cost of Funds Expense:
----------------------
The Cost of Funds Expense for any Plan Year shall be calculated by taking
the sum of the amount of premiums set forth in the Indexed policies
described above plus the amount of any after-tax benefits paid to the
Executive pursuant to this Agreement (Paragraph III hereinafter) plus the
amount of all previous years after-tax Costs of Funds Expense, and
multiplying that sum by the average after-tax cost of funds percentage rate
as calculated from the Bank's third quarter Call Report for the Plan Year
as filed with the Federal Reserve.
I. Change of Control:
--------------------
Change of Control shall be deemed to be any consummated transaction wherein
twenty-five percent (25%) of the shares of the Bank are directly or
indirectly transferred by sale, gift, merger, exchange or any other means
to new owners other than an Affiliate of such person or entity transferring
such shares, or if a majority of the members of the Board of Directors of
the Bank are replaced within any twelve month period.
J. Normal Retirement Age:
-----------------------
Normal Retirement Age shall mean the date on which the Executive attains
age sixty-five (65).
K. Disability:
-----------
Disability shall mean a physical or mental condition that prevents the
performance of substantially all of the Executive's duties, as defined
hereinafter, for a period of ninety (90) consecutive days. Duties under
this paragraph are defined as those duties set forth in that certain
Employment Agreement dated September 1, 1997, between Greater Rome Bank,
Greater Rome Banshares, Inc., and Thomas D. Caldwell, III, and contained in
both paragraph 2 and Exhibit "A" to said Agreement.
II. EMPLOYMENT
No provision of this Agreement shall be deemed to restrict or limit any
existing employment agreement by and between the Bank and the Executive,
nor shall any conditions herein create specific employment rights to the
Executive nor limit the right of the Employer to discharge the Executive
with or without cause. In a similar fashion, no provision shall limit the
Executive's rights to voluntarily sever his employment at any time.
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III INDEX BENEFITS
The following benefits provided by the Bank to the Executive are in the
nature of a fringe benefit and shall in no event be construed to effect nor
limit the Executive's current or prospective salary increases, cash bonuses
or profit-sharing distributions or credits.
A. Retirement Benefits:
--------------------
Should the Executive continue to be employed by the Bank until "Normal
Retirement Age" defined in Subparagraph I (J), the Executive shall be
entitled to receive the balance in his Pre-Retirement Account [as defined
in Subparagraph I (E)] in ten (10) equal annual installments commencing
thirty (30) days following the Executive's Retirement Date. In addition to
these payments, commencing thirty (30) days following the Executive's
Retirement Date, the Index Retirement Benefit (as (defined in Subparagraph
I (F) above) for each year shall be paid to the Executive until the
Executive's death.
B. Termination of Service:
-----------------------
Subject to Subparagraph III (E) hereinafter, should the Executive suffer a
Termination of Service [defined in Subparagraph I (D)], the Executive shall
be entitled to receive twenty percent (20%) times the number of full years
the Executive has served the Bank from the effective date of this agreement
(to a maximum of 100%), times the balance in the Pre-Retirement Account
paid over ten (10) years in equal installments commencing at the Normal
Retirement Age [Subparagraph I (J)]. In addition to these payments and
commencing thirty (30) days following the Executive's Normal Retirement
Age, twenty percent (20%) times the number of full years the Executive has
served the Bank from the effective date of this agreement (to a maximum of
100%), times the Index Retirement benefit for each year shall be paid to
the Executive until the Executive's death.
C. Disability Benefit:
--------------------
In the event the Executive becomes disabled, as defined in Subparagraph I
(K) above, prior to Termination of Service, and the Executive's employment
is terminated because of such disability, he shall immediately begin
receiving the benefits in Subparagraph III (A) above. Such benefit shall
begin without regard to the Executive's Normal Retirement Date and the
Executive shall be one hundred percent (100%) vested in the entire benefit
amount. If there is a dispute regarding whether the Executive is disabled,
such dispute shall be resolved by a physician selected by the Bank and such
resolution shall be binding upon all parties to this Agreement.
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D. Death:
------
(i) Should the Executive die prior to having received the full balance of
the Pre-Retirement Account, the unpaid balance of the Pre-Retirement
Account shall be paid in a lump sum to the beneficiary selected by the
Executive and filed with the Bank; and
(ii) When the Executive dies, in addition to the payment the Executive's
designated beneficiary may receive described III(D)(i) hereinabove,
the Executive's designated beneficiary shall receive an amount of
money equal to what the Executive's Index Retirement Benefit would
have been had the Executive received ten (10) annual Index Retirement
Benefit payments after death, or had the Executive lived until age 85,
whichever amount is greater. This benefit shall be paid in the amount
and at the times the Executive would have received said Index
Retirement Benefits; and
(iii)In any event, in the absence of or a failure to designate a
beneficiary, the amounts described herein shall be paid to the
personal representative of the Executive's estate.
No other death benefit shall be payable under this Agreement.
E. Discharge for Cause:
--------------------
Should the Executive be discharged for cause as defined herein at any time,
all benefits under this Agreement shall be forfeited. As used herein, the
term "for cause" shall mean:
1. A material breach of the terms of the Agreement between the Executive
and Greater Rome Bank and Greater Rome Banshares, Inc. dated September
1, 1997, including, without limitation, failure by the Executive to
perform his duties and responsibilities in the manner and to the
extent required under said Agreement or a breach of any representation
or warranty of the Executive set forth in said Agreement which remains
uncured after the expiration of thirty (30) days following, the
delivery of written notice of such breach to the Executive;
2. Conduct by the Executive that amounts to fraud, dishonesty, or willful
misconduct in the performance of his duties and responsibilities under
said Agreement, or conduct involving moral turpitude;
3. The conviction of the Executive of a felony;
4. Conduct by the Executive that amounts to gross and willful
insubordination or inattention to his duties and responsibilities
under said Agreement which
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remains uncured after the expiration of thirty (30) days following
the delivery of written notice of such breach to the Executive; or
5. Conduct by the Executive that results in removal from his position as
an officer or employee of Greater Rome Bank or Greater Rome Banshares,
Inc. pursuant to a written order by any regulatory agency with
authority or jurisdiction over the Executive.
IV. RESTRICTIONS UPON FUNDING
The Bank shall have no obligation to set aside, earmark or entrust any fund
or money with which to pay its obligations under this Agreement. The
Executive, the Executive's beneficiary(ies) or any successor in interest to
the Executive shall be and remain simply a general creditor of the Bank in
the same manner as any other creditor having a general claim for matured
and unpaid compensation.
The Bank reserves the absolute right, at its sole discretion, to either
fund the obligations undertaken by this Agreement or to refrain from
funding the same and to determine the exact nature and method of such
funding. Should the Bank elect to fund this Agreement, in whole or in part,
through the purchase of life insurance, mutual funds, disability policies
or annuities, the Bank reserves the absolute right, in its sole discretion,
to terminate such funding at any time, in whole or in part. At no time
shall the Executive be deemed to have any lien or right, title or interest
in or to any specific funding investment or to any assets of the Bank.
If the Bank elects to invest in a life insurance, disability or annuity
policy upon the life of the Executive, then the Executive shall assist the
Bank by freely submitting to a physical exam and supplying such additional
information necessary to obtain such insurance or annuities.
V. CHANGE OF CONTROL
Upon a Change of Control (as defined in Subparagraph I (1) herein), if the
Executive's employment is subsequently terminated, except for cause, then
the Executive shall receive the benefits promised in this Agreement upon
attaining Normal Retirement Age, as if the Executive had been continuously
employed by the Bank until the Executive's Normal Retirement Age. The
Executive will also remain eligible for all promised death benefits in this
Agreement. In addition, no sale, merger or consolidation of the Bank shall
take place unless the new or surviving entity expressly acknowledges the
obligations under this Agreement and agrees to abide by its terms.
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VI. MISCELLANEOUS
A. Alienability and Assignment Prohibition:
----------------------------------------
Neither the Executive, his/her surviving spouse nor any other beneficiary
under this Agreement shall have any power or right to transfer, assign,
anticipate, hypothecate, mortgage, commute, modify or otherwise encumber in
advance any of the benefits payable hereunder nor shall any of said
benefits be subject to seizure for the payment of any debts, judgments,
alimony or separate maintenance owed by the Executive or the Executive's
beneficiary(ies), nor be transferable by operation of law in the event of
bankruptcy, insolvency or otherwise. In the event the Executive or any
beneficiary attempts assignment, commutation, hypothecation, transfer or
disposal of the benefits hereunder, the Bank's liabilities shall forthwith
cease and terminate.
B. Binding Obligation of Bank and any Successor in Interest:
---------------------------------------------------------
The Bank expressly agrees that it shall not merge or consolidate into or
with another bank or sell substantially all of its assets to another bank,
firm or person until such bank, firm or person expressly agrees, in
writing, to assume and discharge the duties and obligations of the Bank
under this Agreement. This Agreement shall be binding upon the parties
hereto, their successors, beneficiary(ies), heirs and personal
representatives.
C. Revocation:
-----------
It is agreed by and between the parties hereto that, during the lifetime of
the Executive, this Agreement may be amended or revoked at any time or
times, in whole or in part, by the mutual written assent of the Executive
and the Bank.
D. Gender:
-------
Whenever in this Agreement words are used in the masculine or neuter
gender, they shall be read and construed as in the masculine, feminine or
neuter gender, whenever they should so apply.
E. Effect on Other Bank Benefit Plans:
-----------------------------------
Nothing contained in this Agreement shall affect the right of the Executive
to participate in or be covered by any qualified or non-qualified pension,
profit-sharing, group, bonus or other supplemental compensation or fringe
benefit plan constituting a part of the Bank's existing or future
compensation structure.
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F. Headings:
---------
Headings and subheadings in this Agreement are inserted for reference and
convenience only and shall not be deemed a part of this Agreement.
G. Applicable Law:
---------------
The validity and interpretation of this Agreement shall be governed by the
laws of the State of Georgia.
VII. ERISA PROVISION
A. Named Fiduciary and Plan Administrator:
---------------------------------------
The "Named Fiduciary and Plan Administrator" of this Plan shall be Greater
Rome Bank until its removal by the Board. As Named Fiduciary and
Administrator, the Bank shall be responsible for the management, control
and administration of the Salary Continuation Agreement as established
herein. The Named Fiduciary may delegate to others certain aspects of the
management and operation responsibilities of the plan including the
employment of advisors and the delegation of ministerial duties to
qualified individuals.
B. Claims Procedure and Arbitration:
---------------------------------
In the event a dispute arises over benefits under this Agreement and
benefits are not paid to the Executive (or to his beneficiary in the case
of the Executive's death) and such claimants feel they are entitled to
receive such benefits, then a written claim must be made to the Plan
Administrator named above within ninety (90) days from the date payments
are refused. The Plan Administrator shall review the written claim and if
the claim is denied, in whole or in part, they shall provide in writing
within ninety (90) days of receipt of such claim their specific reasons for
such denial, reference to the provisions of this Agreement upon which the
denial is based and any additional material or information necessary to
perfect the claim. Such written notice shall further indicate the
additional steps to be taken by claimants if a further review of the claim
denial is desired. A claim shall be deemed denied if the Plan Administrator
falls to take any action within the aforesaid ninety-day period.
If claimants desire a second review they shall notify the Plan
Administrator in writing within ninety (90) days of the first claim denial.
Claimants may review this Agreement or any documents relating thereto and
submit any written issues and comments they may feel appropriate. In its
sole discretion, the Plan Administrator shall then review the second claim
and provide a written decision within ninety (90) days of receipt of such
claim. This decision shall likewise state the specific reasons for the
decision and shall include reference to specific provisions of this
Agreement upon which the decision is based.
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If claimants continue to dispute the benefit denial based upon completed
performance of this Agreement or the meaning and effect of the terms and
conditions thereof, then claimants may submit the dispute to a Board of
Arbitration for final arbitration. Said Board shall consist of one member
selected by the claimant, one member selected by the Bank, and the third
member selected by the first two members. The Board shall operate under any
generally recognized set of arbitration rules. The parties hereto agree
that they and their heirs, personal representatives, successors and assigns
shall be bound by the decision of such Board with respect to any
controversy properly submitted to it for determination.
Where a dispute arises as to the Bank's discharge of the Executive "for
cause", such dispute shall likewise be submitted to arbitration as above
described and the parties hereto agree to be bound by the decision
thereunder.
IN WITNESS WHEREOF, the parties hereto acknowledge that each has carefully
read this Agreement and executed the original thereof on the 3rd day of
February, 1999 and that, upon execution, each has received a conforming, copy.
GREATER ROME BANK
/s/ Robert L. Berry By: /s/ Bradford Lee Riddle, Vice Chairman
- ------------------- --------------------------------------
Witness
/s/ Robert L. Berry /s/ Thomas D. Caldwell, III
- ------------------- ---------------------------
Witness Thomas D. Caldwell, III
