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 June 30, 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 July 30, 1999.
Transitional Small Business Disclosure Format (check one): Yes __ No X
1
<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)
June 30, 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 $ 1,374,049 1,240,284
Federal funds sold 4,374,487 2,132,000
Interest bearing deposits 1,450,282 1,137,526
--------- ---------
Cash and cash equivalents 7,198,818 4,509,810
Securities available for sale 9,005,825 4,834,617
Securities held to maturity 1,384,348 6,307,534
Loans, net 46,370,170 41,352,500
Premises and equipment, net 2,665,140 2,726,188
Accrued interest receivable 449,859 462,949
Federal Home Loan Bank Stock 300,000 509,200
Other assets 1,250,392 739,044
--------- -------
$ 68,624,552 61,441,842
========== ==========
Liabilities and Stockholders' Equity
------------------------------------
Deposits:
Demand $ 6,850,899 6,009,623
Interest bearing demand 4,706,408 3,579,780
Savings 8,380,767 7,733,706
Time 27,094,638 24,830,666
Time, over $100,000 8,397,242 6,704,185
--------- ---------
Total deposits 55,429,954 48,857,960
Federal Home Loan Bank borrowings 6,000,000 5,000,000
Federal funds purchased - 500,000
Accrued interest payable 125,056 101,204
Other liabilities 122,473 170,725
------- -------
Total liabilities 61,677,483 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 earnings (deficit) 85,486 (144,640)
Accumulated other comprehensive (loss) income (91,534) 3,476
------- -----
Total stockholders' equity 6,947,069 6,811,953
--------- ---------
$ 68,624,552 61,441,842
========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE>
GREATER ROME BANCSHARES, INC.
Consolidated Statements of Operations and Comprehensive Income
(Unaudited)
For each of the Six and Three Months Ended June 30, 1999 and 1998
<TABLE>
<CAPTION>
Six Months Six Months Three Months Three Months
Ended Ended Ended Ended
June 30, 1999 June 30, 1998 June 30, 1999 June 30, 1998
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Interest income:
Interest and fees on loans $ 2,085,913 1,673,605 1,074,660 884,984
Interest and dividends on investments 317,344 302,756 149,820 161,890
Interest on federal funds sold and deposits with other banks 91,051 79,412 63,046 37,884
------ ------ ------ ------
Total interest income 2,494,308 2,055,773 1,287,526 1,084,758
--------- --------- --------- ---------
Interest expense:
Time deposits 878,122 728,245 446,058 381,574
Savings deposits 137,652 115,160 71,936 64,435
Interest bearing demand deposits 41,242 29,693 22,233 16,262
Other 159,263 116,028 89,733 58,172
------- ------- ------ ------
Total interest expense 1,216,279 989,126 629,960 520,443
--------- ------- ------- -------
Net interest income 1,278,029 1,066,647 657,566 564,315
Provision for loan losses 115,200 120,340 57,600 72,840
------- ------- ------ ------
Net interest income after provision for loans losses 1,162,829 946,307 599,966 491,475
--------- ------- ------- -------
Other income:
Service charges 93,076 72,753 49,863 39,620
Other 106,457 42,753 49,131 24,296
------- ------ ------ ------
Total other income 199,533 115,506 98,994 63,916
------- ------- ------ ------
Other expenses:
Salaries and employee benefits 533,602 481,558 264,883 247,343
Occupancy 169,608 133,015 81,620 72,353
Other operating 327,344 269,064 169,375 136,536
------- ------- ------- -------
Total other expenses 1,030,554 883,637 515,878 456,232
--------- ------- ------- -------
Income before income taxes 331,808 178,176 183,082 99,159
Income tax expense 101,682 50,419 53,144 33,129
------- ------ ------ ------
Net earnings $ 230,126 127,757 129,938 66,030
======= ======= ======= ======
Other comprehensive income:
Unrealized losses on securities available
for sale arising during period (153,143) (1,287) (132,882) (2,947)
Income tax expense (benefit) on other
comprehensive income (58,133) 1,328 (50,442) (1,162)
------- ----- ------- ------
(95,010) (2,615) (82,440) (1,785)
------- ------ ------- ------
Comprehensive income 135,116 125,142 47,498 64,245
======= ======= ====== ======
Net earnings per share $ 0.33 0.18 0.19 0.09
==== ==== ==== ====
Diluted net earnings per share 0.32 0.18 0.18 0.09
==== ==== ==== ====
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE>
GREATER ROME BANCSHARES, INC.
Consolidated Statements of Cash Flows
(Unaudited)
For each of the Six Months Ended June 30, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 230,126 127,757
Adjustments to reconcile net earnings to net cash
used by operating activities:
Depreciation, amortization and accretion 106,068 77,359
Provision for loan losses 115,200 120,340
Change in:
Interest receivable 13,090 (109,459)
Other assets (103,215) 9,337
Interest payable 23,852 20,542
Other liabilities (48,252) 97,128
------- ------
Net cash provided by operating activities 336,869 343,004
------- -------
Cash flows from investing activities:
Purchases of securities available for sale (1,911,868) (1,972,311)
Purchases of securities held to maturity - (1,998,646)
Proceeds from maturities and calls of securities available for sale 1,970,043 82,633
Proceeds from maturities and calls of securities held to maturity 531,687 1,550,343
Redemption of FHLB stock 209,200 -
Purchase of bank owned life insurance (350,000) -
Net increase in loans (5,132,870) (6,674,027)
Purchases of premises and equipment (36,047) (545,330)
------- --------
Net cash used by investing activities (4,719,855) (9,557,338)
---------- ----------
Cash flows from financing activities:
Net change in demand and savings deposits 2,614,965 3,241,727
Net change in time deposits 3,957,029 6,048,488
Net change in securities sold under repurchase agreements - (500,000)
Net change in federal funds purchased (500,000) -
Net change in FHLB borrowings 1,000,000 700,000
Proceeds from stock options exercised - 4,000
--------- -----
Net cash provided by financing activities 7,071,994 9,494,215
--------- ---------
Net change in cash and cash equivalents 2,689,008 279,881
$
Cash and cash equivalents at beginning of period 4,509,810 2,964,424
--------- ---------
Cash and cash equivalents at end of period $ 7,198,818 3,244,305
========= =========
Supplemental disclosures of cash flow information:
Cash paid for interest 1,240,131 968,678
Income taxes paid 118,064 20,000
Transfer of held to maturity securities to available for sale 4,391,683 -
</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.
In June of 1999, management made the one-time election under FAS 133 (Accounting
for Derivative Instruments and Hedging Activities) to reclassify $4,391,683 in
held to maturity securities to available for sale. While the Company has no
derivative instruments or hedging activity, as defined under this pronouncement,
management decided that such a transfer would improve the flexibility for
managing the interest rate risk and cash flow of the investment portfolio.
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
7
<PAGE>
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 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>
Six months ended June 30, 1999 Three months ended June 30, 1999
------------------------------ --------------------------------
Net Common Per Share Net Common Per Share
Earnings Shares Amount Earnings Shares Amount
-------- ------ ------ -------- ------ ------
<S> <C> <C> <C> <C> <C> <C>
Earnings per share $230,126 701,600 $0.33 $129,938 701,600 $0.19
Effect of stock options 16,674 16,674
------ ------
Diluted earnings per share $230,126 718,274 $0.32 $129,938 718,274 $0.18
======== ======= ===== ======== ======= =====
</TABLE>
<TABLE>
<CAPTION>
Six months ended June 30, 1998 Three months ended June 30, 1998
------------------------------ --------------------------------
Net Common Per Share Net Common Per Share
Earnings Shares Amount Earnings Shares Amount
-------- ------ ------ -------- ------ ------
<S> <C> <C> <C> <C> <C> <C>
Earnings per share $127,757 700,100 $0.18 $66,030 700,200 $0.09
Effect of stock options 8,864 8,727
----- -----
Diluted earnings per share $127,757 708,964 $0.18 $66,030 708,927 $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 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) Y2k 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 June 30, 1999, the Company had $68.6 million in total assets, up $7.2
million (11.7%) over year-end 1998. Total deposits increased $6.6 million
(13.5%) over year-end 1998 to $55.4 million. Net loans outstanding increased
$5.0 million (12.1%) over year-end 1998 to $46.4 million. All of the Bank's
growth in deposits and loans has come from the local market. Management
attributes this growth to a relatively stable
9
<PAGE>
local economy combined with competitive banking services being
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 provides greater funding
flexibility, in the long run the Bank will continue to place primary funding
emphasis on local deposit growth. As of June 30, 1999, the Bank had no brokered
deposits.
As of June 30, 1999, the Bank's East Rome branch facility had concluded thirteen
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. At June 30, 1999, this office had total deposits of $7.0
million and was contributing to earnings.
Capital
At June 30, 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 $2.3 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 June 30,1999,
the Bank had unfunded loan commitments totaling $4.4 million and a security
purchase commitment totaling $447 thousand.
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. These funding sources may include institutional certificates of deposit
(CD's), local market CD's and brokered CD's.
10
<PAGE>
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 six months ended June 30, 1999, deposit growth
exceeded loan growth by $1.6 million.
Securities held to maturity decreased $4.9 million from year-end to $1.4
million. Securities available for sale increased $4.2 million from year-end to
$9.0 million. In June of 1999, management made the one-time election under FAS
133 (Accounting for Derivative Instruments and Hedging Activities) to reclassify
$4,391,683 in held to maturity securities to available for sale. While the
Company has no derivative instruments or hedging activity, as defined under this
pronouncement, management decided that such a transfer would improve the
flexibility for managing the interest rate risk and cash flow of the investment
portfolio.
At June 30, 1999, the average weighted life of the Bank's securities portfolio
was 4.4 years with an average weighted tax equivalent yield of 5.97%. 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").
The FHLB has call options on $5.0 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 $10.4 million in securities (eligible for sale under repurchase
agreements), plus Federal funds sold and other short-term bank deposits of $5.8
million, for a total of $16.2 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 $8.1 million in eligible
residential first mortgage loans that have been assigned to the FHLB. These
loans provide approximately $6.1 million in lendable value, of which $6 million
has been borrowed. The Bank also has $11.1 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. These advances improve the
Bank's cost of funds relative to the cost of local market certificates of
deposit and improve the Bank's interest rate risk exposure. They are secured by
the Bank's investment in first mortgage real estate loans and FHLB stock.
11
<PAGE>
In connection with the contingency planning for year 2000 ("Y2k") risks, the
Bank has purchased a special Y2k Advance commitment from the Federal Home Loan
Bank in the amount of $5.0 million. A commitment fee of $12,500 was paid. Under
the commitment the Bank may take down any part or all of the commitment on each
of three dates in the fourth quarter of 1999. These advances have maturities up
to 12 months and rates that adjust quarterly at the 3-month LIBOR rate minus 5
basis points. In addition to this, the Bank has been approved to borrow money
from the Federal Reserve Bank of Atlanta. Borrowings from the FHLB and the FRB
must be collateralized with earning assets of the Bank.
RESULTS OF OPERATIONS
The Company had net earnings of $230,126 ($0.33 per share) for the six months
ended June 30, 1999 and $129,938 ($0.19 per share) for the three months ended
June 30, 1999. This compares to net earnings of $127,757 ($0.18 per share) for
the six months ended June 30, 1998 and net earnings of $66,030 ($0.09 per share)
for the three months ended June 30, 1998.
Net Interest Income
Net interest income increased 20% to $1,278,029 for the six months ended June
30, 1999 and increased 17% to $657,566 for the three months ended June 30, 1999,
as compared to the same periods in the prior year. Average earning assets
increased 28% to $59.2 million for the six months ended June 30, 1999 as
compared to the same period in the prior year. For the six months ended June 30,
1999, the net yield on average earning assets, before the provision for loan
losses, was 4.36%. This compares to 4.63% for the same period in 1998.
The lower net yield for 1999 was primarily due to the higher funding cost
associated with 87.5% of average earning assets being funded by interest bearing
deposits. For 1998, 83.0% of average earning assets were funded by interest
bearing deposits. In 1999 average time deposits and other borrowings, the most
expensive components of the Bank's funding, were 66.7% of average earning
assets. This compares to 63.1% for the same period in 1998. For the six months
ended June 30, 1999, average loans comprised 74.7% of average earning assets.
For the same period in 1998, average loans were 72.4% of average earning assets.
Summary of Loan Loss Experience
<TABLE>
<CAPTION>
Six months Six months Three months Three months
ended ended ended ended
Allowance for possible loan losses 6/30/99 6/30/98 6/30/99 6/30/98
---------------------------------- ------- ------- ------- -------
<S> <C> <C> <C> <C>
Balance at the beginning of the period $ 569,185 480,544 616,730 520,148
Charge-offs:
Real estate - mortgage - 2,924 - -
Consumer loans 29,834 32,719 9,641 25,257
------ ------ ----- ------
Total 29,834 35,643 9,641 25,257
Recoveries:
Real estate - mortgage - - - -
Consumer loans 21,220 9,269 11,082 6,779
------ ----- ------ -----
Total 21,220 9,269 11,082 6,779
------ ----- ------ -----
Net charge-offs (recoveries): 8,614 26,374 (1,441) 18,478
Additions charged to operations 115,200 120,340 57,600 72,840
------- ------- ------ ------
Balance at end of period $ 675,771 574,510 675,771 574,510
======= ======= ======= =======
Average loans outstanding $ 44,219,215 33,385,487 45,749,107 35,241,760
Ratio of net charge-offs to average loans 0.02% 0.08% 0.00% 0.05%
</TABLE>
12
<PAGE>
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 classifications 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 method. Under the revised
policy, management and the board 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. Past due loans are
also reviewed weekly. 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.
The amounts charged to operations in the provision for loan losses are based on
an annual budget that is developed from the most recent monthly and quarterly
reviews. These amounts may be adjusted in any period based on the results of
more current evaluations that indicate that the allowance might be inadequate or
excessive.
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.
13
<PAGE>
The approximate anticipated amount of charge-offs by risk grade for 1999 is:
Projected
Grade Charge-offs
----- -----------
1 -
2 107
3 46,639
4 40,699
5 15,260
6 11,295
7 -
8 -
-------
Total 114,000
=======
Risk Elements
June 30, 1999 June 30, 1998
------------- -------------
Nonaccrual, Past Due and Restructured Loans
- -------------------------------------------
Nonaccrual loans $ 79,250 26,925
Accruing loans contractually past due
90 days or more $ - -
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 $3,492 in 1999. The amount of interest that was included in interest
income on the above loans was $999 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.
Non-interest Income and Expenses
Non-interest income increased 73% to $199,533 for the six months ended June 30,
1999 and increased 55% to $98,994 for the three months ended June 30, 1999, as
compared to the same periods in the prior year. Service charges on deposit
accounts increased 28% to $93,076 for the six months ended June 30, 1999 and
increased 26% to $49,863 for the three months ended June 30, 1999, as compared
to the same periods in the prior year. This increase is primarily due to the
increased volume of services used on the Bank's transaction accounts, on which
average balances increased by 22% from the first six months of 1998 compared to
1999. Other income increased 149% to $106,457 for the six months ended June 30,
1999 and increased 102% to $49,131 for the three months ended June 30, 1999, as
compared to the same periods in the prior year. Other income consists primarily
of mortgage origination fee income, credit life premium income and income on
bank owned life insurance. Mortgage origination fee income increased $32,183
from 1998 to 1999 due to higher loan volume. Credit life premiums increased
$5,215 from 1998 to 1999 due to greater sales volume. Income accrued on bank
owned life insurance that was purchased in late December 1998 and January 1999
was $17,514 for the first six months of 1999.
14
<PAGE>
Non-interest expenses increased 17% to $1,030,554 for the six months ended June
30, 1999 and increased 13% to $515,878 for the three months ended June 30, 1999,
as compared to the same periods in the prior year. Average earning assets
increased 28% for the six months ended June 30, 1999, as compared to the same
period in the prior year. The lower growth rate of non-interest expenses
relative to the earning asset growth rate indicates that the Bank's operating
efficiencies continue to improve.
Salaries and benefits increased 11% to $533,602 for the six months ended June
30, 1999 and increased 7% to $264,883 for the three months ended June 30, 1999,
as compared to the same periods in the prior year. The number of full-time
equivalent employees grew from 30 at June 30, 1998 to 31 at June 30, 1999.
Deferred loan origination costs associated with salaries and benefits were
$74,474 in the six months ended June 30, 1999. Deferred loan origination costs
are deducted from personnel expenses and amortized over the life of the related
loans as a component of interest income. Such costs were not deducted in the
first half of 1998, because they were not material.
Occupancy costs increased 28% to $169,608 for the six months ended June 30, 1999
and increased 13% to $81,620 for the three months ended June 30, 1999, as
compared to the same periods in the prior year. This increase is primarily
attributable to opening the new office in East Rome in June 1998.
Other operating expenses increased 22% to $327,344 for the six months ended June
30, 1999 and increased 24% to $169,375 for the three months ended June 30, 1999,
as compared to the same periods in the prior year. Most of this increase is due
to the higher volume of business associated with business development and
marketing costs, collection expenses and data processing costs. Management
continues to focus on improving operating expense efficiencies, through the use
of current banking technologies, outsourcing solutions and human resource
training and development. In the first quarter of 1998, the Bank implemented its
telephone banking service, which provides customers with access to their account
information 24 hours a day, seven days a week, and allows the customers to
initiate certain transactions such as funds transfers. A drive-up ATM was
installed at the East Rome office in the third quarter of 1998.
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 a 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,
15
<PAGE>
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.
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 have been renovated and that business
resumption contingency plans have been adopted and validated before prescribed
deadlines.
The Bank has replaced all non-compliant hardware and software associated with
the 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 that was performed by the Bank. Members of the Y2K Committee attended
training conducted by Fiserv for the purpose of designing
16
<PAGE>
integrated test plans and test scripts with Fiserv. Integrated tests have been
completed, with all issues satisfactorily resolved.
Based on the results of tests performed to date by the Bank and representations
from the servicing vendors, 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 had substantially completed the testing and
implementation of all mission critical systems and their efforts in early 1999
appear to have shifted 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.
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 $138,000.
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
was 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
The Bank cannot assure that all hardware and software that it will use, or that
the Bank's customers, other vendors and utility companies will use, will be Y2k
compliant. The Bank's customers, other vendors and utility companies may be
negatively affected by the Y2k issue, and any difficulties incurred by them in
solving Y2k issues could negatively affect their ability to perform their
agreements with the Bank.
Currently, the most reasonably likely worst case Y2k 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 has progressed as planned.
Electrical and phone services are
17
<PAGE>
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 Y2k issue, the Bank cannot assure that the failure or delay
of its customers, vendors or other third parties in addressing the Y2k
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 the Bank's Y2k Business Resumption
Contingency Plan ("BRCP"). It was framed within the context of the Bank's Board
approved Disaster Recovery Policy (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 provide for 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 BRCP is specifically focused on risks
associated with the most reasonably likely worst case scenarios resulting from
Y2k events. Management believes that the Plans provide adequate guidance for
most emergency circumstances that might be reasonably expected for the Bank's
geographic location.
The BCRP addresses 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 also addresses liquidity contingency planning. Validation
plans have been included to test for effectiveness and viability. These tests
will be conducted during the third quarter of 1999. The Bank's independent Y2K
consultant has reviewed the BRCP and has provided a detailed report with an
"Overall Rating" of "Satisfactory".
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.
On May 13, 1999 the Company held its 1999 annual meeting of shareholders. At
that meeting the following items were voted upon with the results of the votes
tabulated below each item:
(a) to elect eleven directors to the Board of Directors to serve terms until
the next annual meeting or until their successors are qualified and
elected.
<TABLE>
<CAPTION>
Director Nominee For Withheld/Against Abstentions/Non-votes
---------------- --- ---------------- ---------------------
<S> <C> <C>
Robert L. Berry 443,945 3,700 none
Frank A. Brown, Jr. 443,945 3,700 none
Thomas D. Caldwell, III 443,945 3,700 none
Gene G. Davidson, MD 443,945 3,700 none
Henry Haskell Perry 443,945 3,700 none
Bradford Lee Riddle 443,945 3,700 none
M. Wayne Robinson 443,945 3,700 none
Dale G. Smith 443,945 3,700 none
Paul E. Smith 443,945 3,700 none
W. Fred Talley 443,945 3,700 none
Martha B. Walstad 443,945 3,700 none
</TABLE>
Pursuant to Rule 14a-4(c)(1) promulgated under the Securities Exchange Act of
1934, as amended, shareholders desiring to present a proposal for consideration
at the Company's 2000 Annual Meeting of Shareholders must notify the Company in
writing at its principal office at 1490 Martha Berry Blvd., Rome, Georgia 30165,
of the contents of such proposal no later February 23, 1999. Failure to timely
submit such a proposal will enable the proxies appointed by management to
exercise their discretionary voting authority when the proposal is raised at the
Annual meeting of Shareholders without any discussion of the matter in the proxy
statement.
Item 5. Other Information.
None.
19
<PAGE>
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).
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. (Incorporated by reference to
Exhibit 10.6 of the Company's Quarterly Report on Form 10-QSB for the quarter
ended March 31, 1999).
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 June 30, 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: August 11, 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 June 30, 1999
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
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. (Incorporated by reference to Exhibit 10.6 of the
Company's Quarterly Report on Form 10-QSB for the quarter ended March 31, 1999). N/A
27.1 Financial Data Schedule (for S.E.C. use only).
</TABLE>
- -----------------------------------
* Indicates a management contract or compensatory arrangement.
22
<TABLE> <S> <C>
<ARTICLE> 9
<CIK> 0000928484
<NAME> Greater Rome Bancshares, Inc.
<MULTIPLIER> 1
<CURRENCY> U.S. dollars
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<EXCHANGE-RATE> 1
<CASH> 1,374,049
<INT-BEARING-DEPOSITS> 1,450,282
<FED-FUNDS-SOLD> 4,374,487
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 9,005,825
<INVESTMENTS-CARRYING> 1,384,348
<INVESTMENTS-MARKET> 0
<LOANS> 46,370,170
<ALLOWANCE> 675,771
<TOTAL-ASSETS> 68,624,552
<DEPOSITS> 55,429,954
<SHORT-TERM> 0
<LIABILITIES-OTHER> 247,529
<LONG-TERM> 6,000,000
0
0
<COMMON> 7,016
<OTHER-SE> 6,940,053
<TOTAL-LIABILITIES-AND-EQUITY> 6,947,069
<INTEREST-LOAN> 2,085,913
<INTEREST-INVEST> 317,344
<INTEREST-OTHER> 91,051
<INTEREST-TOTAL> 2,494,308
<INTEREST-DEPOSIT> 1,057,016
<INTEREST-EXPENSE> 1,216,279
<INTEREST-INCOME-NET> 1,278,029
<LOAN-LOSSES> 115,200
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 1,030,554
<INCOME-PRETAX> 331,808
<INCOME-PRE-EXTRAORDINARY> 331,808
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 230,126
<EPS-BASIC> 0.33
<EPS-DILUTED> 0.32
<YIELD-ACTUAL> 4.36
<LOANS-NON> 79,250
<LOANS-PAST> 0
<LOANS-TROUBLED> 96,806
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<ALLOWANCE-OPEN> 569,185
<CHARGE-OFFS> 29,834
<RECOVERIES> 21,220
<ALLOWANCE-CLOSE> 675,771
<ALLOWANCE-DOMESTIC> 675,771
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
