-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PXLe1yUh9SRbXEtBwzlspCcKHAvvSLueuhtdfncCTplHgczFls0tsX5RhDyYJAhz IhHW1xsqCgxl1EmiOS2oKA== 0000950109-98-002352.txt : 19980401 0000950109-98-002352.hdr.sgml : 19980401 ACCESSION NUMBER: 0000950109-98-002352 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980331 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLONY BANKCORP INC CENTRAL INDEX KEY: 0000711669 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 581492391 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: SEC FILE NUMBER: 000-12436 FILM NUMBER: 98581558 BUSINESS ADDRESS: STREET 1: 302 S MAIN ST STREET 2: PO BOX 989 CITY: FITZGERALD STATE: GA ZIP: 31750 BUSINESS PHONE: 9124235446 10-K405 1 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Fee Required) For the Fiscal Year Ended December 31, 1997 ------------------------------------------------------- [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (No Fee Required) For the Transition Period from to ----------------------- ---------------------- Commission File Number 0-12436 ---------------------------------------------------------- COLONY BANKCORP, INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant Specified in its Charter) GEORGIA 58-1492391 - ----------------------------------------- ---------------------------------- State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization Identification No.) 115 SOUTH GRANT STREET, FITZGERALD, GEORGIA 31750 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number Including Area Code (912) 426-6002 ------------------------------- Securities Registered Pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which Registered - ---------------------------------- ------------------------------------------ NONE Securities Registered Pursuant to Section 12(g) of the Act: COMMON STOCK, $10.00 PAR VALUE - -------------------------------------------------------------------------------- (Title of Class) Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. X Yes No --- --- Indicate by check mark if the disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ] As of March 31, 1998, there is no established market for the common stock of the registrant; therefore, the aggregate market value of the voting stock held by nonaffiliates of the registrant is not known. Note: If determining whether a person is an affiliate with involve an unreasonable effort and expense, the issuer may calculate the aggregate market value of the common equity held by nonaffiliates on the basis of reasonable assumptions, if the assumptions are stated. (APPLICABLE ONLY TO CORPORATE REGISTRANTS) Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. 2,217,513 shares of $10.00 par value common stock as of April 8, 1998. --------------------------------------------------------------------- DOCUMENTS INCORPORATED BY REFERENCE DOCUMENTS INCORPORATED BY REFERENCE
Location in Form 10-K Incorporated Document - ----------------------------------------------- -------------------------------------------------- Part I Page 5 of the Company's Definitive Proxy Item 3 - Legal Proceedings Statement dated April 8, 1998, in connection with its Annual Meeting to be held on April 28, 1998. Part III Item 10 - Directors, Executive Officers, Pages 3 and 4 of the Company's Definitive Promoters and Control Persons; Compliance with Proxy Statement dated April 8, 1998, in Section 16(a) of the Exchange Act connection with its Annual Meeting to be held on April 28, 1998. Item 11 - Executive Compensation Pages 6, 7 and 8 of the Company's Definitive Proxy Statement dated April 8, 1998, in connection with its Annual Meeting to be held on April 28, 1998. Item 12 - Security Ownership of Certain Pages 1 and 2 of the Company's Definitive Beneficial Owners and Management Proxy Statement dated April 8, 1998, in connection with its Annual Meeting to be held on April 28, 1998. Item 13 - Certain Relationships and Related Page 5 of the Company's Definitive Proxy Transactions Statement dated April 8, 1998, in connection with its Annual Meeting to be held on April 28, 1998.
Part I Item 1 BUSINESS OF THE COMPANY AND SUBSIDIARY BANKS COLONY BANKCORP, INC. Colony Bankcorp, Inc. (the "Company" or "Colony") is a Georgia business corporation which was incorporated on November 8, 1982. The Company was organized for the purpose of operating as a bank holding company under the Federal Bank Holding Company Act of 1956, as amended, and the bank holding company laws of Georgia (Georgia Laws 1976, p. 168, et. seq.). On July 22, 1983, --- ---- the Company, after obtaining the requisite regulatory approvals, acquired 100 percent of the issued and outstanding common stock of The Bank of Fitzgerald, Fitzgerald, Georgia, through the merger of the Bank with a subsidiary of the Company which was created for the purpose of organizing the Bank into a one-bank holding company. Since that time, The Bank of Fitzgerald has operated as a wholly-owned subsidiary of the Company. On April 30, 1984, Colony, with the prior approval of the Federal Reserve Bank of Atlanta and the Georgia Department of Banking and Finance, acquired 100 percent of the issued and outstanding common stock of Community Bank of Wilcox (formerly Pitts Banking Company), Pitts, Wilcox County, Georgia. As part of that transaction, Colony issued an additional 17,872 shares of its $10.00 par value common stock, all of which was exchanged with the holders of shares of common stock of Pitts Banking Company for 100 percent of the 250 issued and outstanding shares of common stock of Pitts Banking Company. Since the date of acquisition, the Bank has operated as a wholly-owned subsidiary of the Company. On November 1, 1984, after obtaining the requisite regulatory approvals, Colony acquired 100 percent of the issued and outstanding common stock of Ashburn Bank, Ashburn, Turner County, Georgia, for a combination of cash and interest-bearing promissory notes. Since the date of acquisition, Ashburn Bank has operated as a wholly-owned subsidiary of the Company. On September 30, 1985, after obtaining the requisite regulatory approvals, the Company acquired 100 percent of the issued and outstanding common stock of The Bank of Dodge County, Chester, Dodge County, Georgia. The stock was acquired in exchange for the issuance of 3,500 shares of common stock of Colony. Since the date of its acquisition, The Bank of Dodge County has operated as a wholly-owned subsidiary of the Company. Effective July 31, 1991, the Company acquired all of the outstanding common stock of Bank of Worth (formerly Worth Federal Savings and Loan Association) in exchange for cash and 7,661 of the Company's common stock for an aggregate purchase price of approximately $718,000. Bank of Worth has operated as a wholly-owned subsidiary of the Company. On November 8, 1996, Colony organized Colony Management Services, Inc. to provide support services to each subsidiary. Services provided include loan and compliance review, internal audit and data processing. On November 30, 1996, the Company acquired Broxton State Bank in a business combination accounted for as a pooling of interests. Broxton State Bank became a wholly-owned subsidiary of the Company through the exchange of 157,735 shares of the Company's common stock for all of the outstanding stock of Broxton State Bank. All financial information for 1996 presented in this document is based on the assumption that the companies were combined for the full year, and financial information presented for prior years has been restated to give effect to the combination. 1 Part I (Continued) Item 1 The Company conducts all of its operations through its bank subsidiaries. A brief description of each Bank's history and business operations is discussed below. THE BANK OF FITZGERALD History and Business of the Bank The Bank of Fitzgerald is a state banking institution chartered under the laws of Georgia on November 10, 1975. Since opening on April 15, 1976, the Bank has continued a general banking business and presently serves its customers from two locations, the main office in Fitzgerald, Georgia at 302 South Main Street and a full-service branch located on the South Dixie Highway. The Bank operates a full-service banking business and engages in a broad range of commercial banking activities, including accepting customary types of demand and time deposits; making individual, consumer, commercial and installment loans; money transfers; safe deposit services; and making investments in United States Government and municipal securities. The Bank does not offer trust services other than acting as custodian of individual retirement accounts. The data processing work of the Bank is processed by Colony Management Services, Inc., a wholly-owned subsidiary of Colony Bankcorp, Inc. The Bank of Fitzgerald acts as an agent for Visa Card and MasterCard through The Bankers Bank which allows merchants to accept Visa Card and MasterCard and deposit the charge tickets in their accounts with the Bank. The Bank also offers its customers a variety of checking and savings accounts. The installment loan department makes both direct consumer loans and also purchases retail installment contracts from local automobile dealers and other sellers of consumer goods. The Bank serves the residents of Fitzgerald and surrounding areas of Ben Hill County which has a population of approximately 16,000 people. Manufacturing facilities located in Ben Hill County employ many people and are the most significant part of the local economy. Ben Hill County also has a large agricultural industry producing timber and row crops. Major row crops are peanuts, tobacco, soybeans and corn. 2 Part I (Continued) Item 1 A history of the Bank's financial position for fiscal years ended 1997, 1996 and 1995 is as follows: 1997 1996 1995 ------------- ------------- ------------- Total Assets $97,730,544 $95,769,043 $100,087,536 Total Deposits 87,438,647 86,733,163 91,843,089 Total Stockholders' Equity 9,437,047 8,079,226 7,570,010 Net Income (Loss) 1,357,070 528,181 (106,370) Number of Issued and Outstanding Shares 90,000 90,000 90,000 Book Value Per Share $104.86 $89.77 $84.11 Net Income (Loss) Per Share 15.08 5.87 (1.18) The Bank's main offices are housed in a building located in Fitzgerald, Georgia. The main offices, which are owned by the Bank, consist of approximately 13,000 square feet, three drive-in windows and an adjacent parking lot. Banking operations also are conducted from the southside branch which is located at South Dixie Highway, Fitzgerald, Georgia. This branch is owned by the Bank and has been in continuous operation since it opened in December 1977. The branch is a single story building with approximately 850 square feet and is operated with three drive-in windows. Competition The banking business in Ben Hill County is highly competitive. Community Banking Company, a state-chartered financial institution, opened for business in 1996 and occupies the former Bank South banking office on Main Street in Fitzgerald. In addition, the Bank competes primarily with three other commercial banks operating in Ben Hill County. Additionally, the Bank competes with one credit union located in the area and, to a lesser extent, insurance companies and governmental agencies. The banking industry is also experiencing increasing competition for deposits from less traditional sources such as money market funds. The Bank also offers "NOW" accounts, individual retirement accounts, simplified pension plans, KEOGH plans and custodial accounts for minors. Correspondents As of December 31, 1997, the Bank had correspondent relationships with five other banks. The Bank's principal correspondent is The Bankers Bank located in Atlanta, Georgia. These correspondent banks provide certain services to the Bank such as investing its excess funds, processing checks and other items, buying and selling federal funds, handling money fund transfers and exchanges, shipping coins and currency, providing security and safekeeping of funds and other valuable items, handling loan participations and furnishing management investment advice on the Bank's securities portfolio. 3 Part I (Continued) Item 1 ASHBURN BANK History and Business of the Bank Ashburn Bank was chartered as a state commercial bank in 1900 and currently operates under the Financial Institutions Code of Georgia. The Bank's deposits are insured up to $100,000 per account by the Federal Deposit Insurance Corporation. The Bank conducts business at the offices located at 515 East Washington, 416 East Washington and 250 East Washington Streets in Ashburn, Turner County, Georgia and at 1553 U. S. Highway 19 South in Leesburg, Lee County, Georgia. The Bank's business consists of (1) the acceptance of demand, savings and time deposits; (2) the making of loans to consumers, business and other institutions; (3) investment of excess funds and sale of federal funds, U.S. Treasury obligations and state, county and municipal bonds; and (4) certain other miscellaneous financial services usually handled for customers by commercial banks. The Bank does little mortgage lending and it does not offer trust services. It acts as an agent for Visa Card and MasterCard through The Bankers Bank. A history of the Bank's financial position for fiscal years ended 1997, 1996 and 1995 is as follows: 1997 1996 1995 ------------ ------------ ------------ Total Assets $100,172,188 $ 85,665,407 $ 83,122,966 Total Deposits 85,508,000 75,906,085 74,665,649 Total Stockholders' Equity 8,794,312 8,294,312 7,794,194 Net Income 1,308,236 1,420,284 1,404,897 Number of Issued and Outstanding Shares 50,000 50,000 50,000 Book Value Per Share $175.89 $165.89 $155.88 Net Income Per Share 26.16 28.41 28.10 Banking Facilities The Bank's main office is located at 515 East Washington Street in Ashburn and consists of a building of approximately 13,000 square feet of office and banking space with an adjacent parking lot. One branch facility is located across the street from the main office and consists of a single story building with approximately 850 square feet and is operated with three drive-in windows. A second branch facility is located at 250 East Washington Street and consists of a single story building of approximately 3,000 square feet. During 1996, the Bank entered into a 5-year lease agreement with Winn-Dixie Stores, Inc. to operate a retail banking facility at Winn Dixie's Leesburg location. The office consists of 350 square feet and includes 3 teller positions, a new accounts area and a private office. All other occupied premises are owned by the Bank. 4 Part I (Continued) Item 1 Competition The banking business is highly competitive. The Bank competes in Turner County primarily with Community National Bank which operates out of one facility in Ashburn, Georgia. Ashburn Bank is the larger of the two banks. The Bank also competes with other financial institutions, including credit unions and finance companies and, to a lesser extent, with insurance companies and certain governmental agencies. The banking industry is also experiencing increased competition for deposits from less traditional sources such as money market mutual funds. Correspondents Ashburn Bank has correspondent relationships with the following banks: The Bankers Bank in Atlanta, Georgia; SouthTrust Bank of Georgia, N.A. in Atlanta, Georgia; Regions Bank in Gainesville, Georgia; The Bank of Fitzgerald in Fitzgerald, Georgia; AMSouth Bank of Alabama in Birmingham, Alabama; and the Federal Home Loan Bank in Atlanta, Georgia. The correspondent relationships facilitate the transactions of business by means of loans, letters of credit, acceptances, collections, exchange services and data processing. As compensation for these services, the Bank maintains balances with its correspondents in noninterest-bearing accounts. COMMUNITY BANK OF WILCOX History and Business of the Bank The Bank was chartered on June 2, 1906 under the name "Pitts Banking Company." The name of the Bank subsequently was changed to Community Bank of Wilcox on June 1, 1991 and currently operates under the Financial Institutions Code of Georgia. The Bank's deposits are insured up to $100,000 per account by the Federal Deposit Insurance Corporation. The Bank conducts business at locations in Pitts and Rochelle in Wilcox County, Georgia. The Bank's business consists of: (1) the acceptance of demand, savings and time deposits; (2) the making of loans to consumers, business and other institutions; (3) investment of excess funds and sale of federal funds, U.S. Treasury obligations and state, county and municipal bonds; and (4) certain other miscellaneous financial services usually handled for customers by commercial banks. The Bank does little mortgage lending and it does not offer trust services. 5 Part I (Continued) Item 1 A history of the Bank's financial position for fiscal years ended 1997, 1996 and 1995 is as follows: 1997 1996 1995 ----------- ----------- ----------- Total Assets $27,540,804 $24,352,566 $23,824,695 Total Deposits 23,684,818 22,169,442 21,749,447 Total Stockholders' Equity 2,235,004 2,087,243 1,959,859 Net Income 293,907 327,183 402,013 Number of Issued and Outstanding Shares 250 250 250 Book Value Per Share $8,940.02 $8,348.97 $7,839.44 Net Income Per Share 1,175.63 1,308.73 1,608.05 Banking Facilities The Bank operates out of two locations at 105 South Eighth Street, Pitts, Georgia and at Highway 280, Rochelle, Georgia, both of which are in Wilcox County. The Pitts office consists of a building of approximately 2,200 square feet of usable office and banking space which it owns. The facility contains one drive-in window and three teller windows. The Rochelle office, which opened in August 1989, consists of a building of approximately 5,000 square feet of usable office and banking space, which is owned by the Company. Competition The banking business is highly competitive. The Bank competes in Wilcox County primarily with four commercial banks and one savings and loan institution. In addition, the Bank competes with other financial institutions, including credit unions and finance companies and, to a lesser extent, insurance companies and certain governmental agencies. The banking industry is also experiencing increased competition for deposits from less traditional sources such as money market mutual funds. Correspondents The Bank has correspondent relationships with the following banks: The Bankers Bank in Atlanta, Georgia; SouthTrust Bank, N.A. in Atlanta, Georgia; AMSouth Bank of Alabama in Birmingham, Alabama; and The Bank of Fitzgerald in Fitzgerald, Georgia. The correspondent relationships facilitate the transactions of business by means of loans, letters of credit, acceptances, collections, exchange services and data processing. As compensation for these services, the Bank maintains balances with its correspondents in noninterest-bearing accounts. 6 Part I (Continued) Item 1 THE BANK OF DODGE COUNTY History and Business of the Bank The Bank was chartered on June 14, 1966 under the name "Bank of Chester." The name of the Bank subsequently was changed to The Bank of Dodge County on April 15, 1983 and currently operates under the Financial Institutions Code of Georgia. The Bank's deposits are insured up to $100,000 per account by the Federal Deposit Insurance Corporation. The Bank's business consists of: (1) the acceptance of demand, savings and time deposits; (2) the making of loans to consumers, business and other institutions; (3) investment of excess funds in the sale of federal funds, U.S. Treasury obligations and state, county and municipal bonds; and (4) certain other miscellaneous financial services usually handled for customers by commercial banks. The Bank does little mortgage lending and it does not offer trust services. A history of the Bank's financial position for fiscal years ended 1997, 1996 and 1995 is as follows: 1997 1996 1995 ----------- ----------- ----------- Total Assets $43,145,436 $44,528,215 $34,452,835 Total Deposits 37,576,350 39,152,059 31,608,634 Total Stockholders' Equity 3,262,416 3,002,406 2,644,692 Net Income 310,178 414,550 241,082 Number of Issued and Outstanding Shares 1,750 1,750 1,750 Book Value Per Share $1,864.24 $1,715.66 $1,511.25 Net Income Per Share 177.24 236.89 137.76 Banking Facilities The Bank's main office is located at 210 Oak Street in Eastman, Dodge County, Georgia and consists of a building of approximately 11,000 square feet of office and banking space with an adjacent parking lot and is operated with three drive-in windows. The branch facility is located in Chester, Dodge County, Georgia and consists of a building with approximately 2,700 square feet of office and banking space and an adjacent parking lot. The Bank owns all of the premises which it occupies. Competition The banking business is highly competitive. The Bank competes in the Dodge County area with two other banks. In addition, the Bank competes with other financial institutions, including credit unions and finance companies and, to a lesser extent, insurance companies and certain governmental agencies. The banking industry is also experiencing increased competition for deposits from less traditional sources such as money market mutual funds. 7 Part I (Continued) Item 1 Correspondents The Bank has correspondent relationships with the following banks: The Bankers Bank in Atlanta, Georgia; SouthTrust Bank of Georgia, N.A. in Atlanta, Georgia; Compass Bank in Birmingham, Alabama; The Federal Home Loan Bank in Atlanta, Georgia; and The Bank of Fitzgerald in Fitzgerald, Georgia. The correspondent relationships facilitate the transactions of business by means of loans, letters of credit, acceptances, collections, exchange services and data processing. As compensation for these services, the Bank maintains balances with its correspondents in noninterest-bearing accounts. BANK OF WORTH Bank of Worth operated as a savings and loan stock association until it was acquired by the Company on July 31, 1991 at which time the association changed its name to Bank of Worth and became a state-chartered commercial bank. The Bank conducts business at its offices located at 402 West Franklin Street, Sylvester, Worth County, Georgia. The Bank's business consists of: (1) the acceptance of demand, savings and time deposits; (2) the making of loans to consumers, businesses and other institutions; (3) investment of excess funds and sale of federal funds, U.S. Treasury obligations and state, county and municipal bonds; and (4) certain other miscellaneous financial services usually handled for customers by commercial banks. The Bank's deposits are insured up to $100,000 per account by the Federal Deposit Insurance Corporation. The Bank's loan portfolio is heavily concentrated in mortgage loans due to the fact that it was previously a savings and loan. The Bank does not offer trust services. It acts as an agent for Visa Card and MasterCard through The Bankers Bank. A history of the Bank's financial position for fiscal years ended 1997, 1996 and 1995 is as follows: 1997 1996 1995 ----------- ----------- ----------- Total Assets $44,917,783 $44,924,010 $39,171,254 Total Deposits 40,970,101 41,350,280 35,865,671 Total Stockholders' Equity 3,600,017 3,237,175 3,028,498 Net Income 595,329 433,559 480,382 Number of Issued and Outstanding Shares 95,790 95,790 95,790 Book Value Per Share $37.58 $33.79 $31.62 Net Income Per Share 6.21 4.53 5.02 Banking Facilities The Bank's offices are housed in a building located in Sylvester, Georgia. The building, which is owned by the Bank, consists of approximately 13,000 square feet, a drive-in window and an adjacent parking lot. 8 Part I (Continued) Item 1 Competition The banking business in Worth County is highly competitive. The Bank competes primarily with two other commercial banks operating in Worth County. Additionally, the Bank competes with credit unions of employers located in the area and, to a lesser extent, insurance companies and governmental agencies. The banking industry is also experiencing increasing competition for deposits from less traditional sources such as money market funds. Correspondents As of December 31, 1997, the Bank had correspondent relationships with four other banks. The Bank's principal correspondent is The Bankers Bank located in Atlanta, Georgia. These correspondent banks provide certain services to the Bank such as investing its excess funds, processing checks and other items, buying and selling federal funds, handling money fund transfers and exchanges, shipping coins and currency, providing security and safekeeping of funds and other valuable items, handling loan participations and furnishing management investment advice on the Bank's securities portfolio. COLONY BANK SOUTHEAST History and Business of the Bank Colony Bank Southeast, formerly Broxton State Bank, was chartered under the laws of Georgia on August 4, 1966 and opened for business on September 1, 1966, having absorbed "Citizens Bank," a private, unincorporated bank. It has conducted a general banking business from a single location at 401 North Alabama Street in Broxton, Georgia since that time. The Bank is a full-service bank offering a wide variety of banking services targeted at all sectors of the Bank's primary market area. The Bank offers customary types of demand, savings, time and individual retirement accounts; installment, commercial and real estate loans; home mortgages and personal lines-of-credit; Visa and Master Card services through its correspondent, Columbus Bank & Trust; safe deposit and night depository services; cashier's checks, money orders, travelers checks, wire transfers and various other services that can be tailored to the customer's needs. The Bank does not offer trust services at this time. FiServe, Inc. currently provides data processing services for the Bank. Beginning in the first quarter of 1998, Colony Management Services, Inc. will take over the data processing responsibilities for the Bank. SunTrust Bank Atlanta, Georgia supplies data processing services for the Bank's bond accounting portfolio. The Bank utilizes the services of The Bankers Bank, Atlanta, Georgia for all clearing and overnight federal funds investments through a sweep investment account. The Bank serves the residents of Coffee County, Georgia, which has a population of approximately 32,000. 9 Part I (Continued) Item 1 A history of the Bank's financial position for fiscal years ended 1997, 1996 and 1995 is as follows: 1997 1996 1995 ----------- ----------- ----------- Total Assets $26,371,357 $23,060,340 $20,679,814 Total Deposits 22,763,357 20,540,352 18,402,955 Total Stockholders' Equity 2,265,171 2,218,141 2,015,104 Net Income 135,301 193,516 231,605 Number of Issued and Outstanding Shares 50,730 50,730 50,730 Book Value Per Share $ 44.65 $ 43.72 $ 39.72 Net Income Per Share 2.67 3.81 4.57 Banking Facilities The Bank has only one banking office located at 401 North Alabama Street, Broxton, Georgia. The building consists of approximately 5,000 square feet of space. The building is equipped with four alarm-equipped vaults, one for safe-deposit boxes and cash storage, one for night depository service and two for record storage. The building has two drive-in systems, one commercial drawer and one pneumatic tube system. Colony Bank Southeast is in the process of opening a branch office in Douglas, Georgia. Construction of the new office is scheduled to be completed in the second quarter of 1998, weather permitting. Competition The banking business in Coffee County is highly competitive. Although Colony Bank Southeast is the only bank in Broxton, there are six other banks and one credit union with offices in Douglas, Georgia, approximately eight miles from Broxton. The banking industry is also experiencing increased competition for deposits from less traditional sources such as money market mutual funds. Correspondents The Bank has correspondent relationships with the following banks: NationsBank, Atlanta, Georgia; SunTrust Bank, Atlanta, Georgia; The Bankers Bank, Atlanta, Georgia; and Columbus Bank & Trust, Columbus, Georgia. The correspondent relationships facilitate the transactions of business by means of loans, letters-of-credit, acceptances, collections, exchange services and data processing. As compensation for these services, the Bank maintains balances with its correspondents in noninterest-bearing accounts. 10 Part I (Continued) Item 1 EMPLOYEES As of December 31, 1997, Colony Bankcorp, Inc. and its subsidiaries employed 139 full-time employees and 10 part-time employees. Colony considers its relationship with its employees to be excellent. The subsidiary banks have noncontributory profit-sharing plans covering all employees subject to certain minimum age and service requirements. All Banks made contributions for all eligible employees in 1997. In addition, Colony Bankcorp, Inc. and its subsidiaries maintain a comprehensive employee benefit program providing, among other benefits, hospitalization, major medical insurance and life insurance. Management considers these benefits to be competitive with those offered by other financial institutions in south Georgia. Colony's employees are not represented by any collective bargaining group. MONETARY POLICY Banking is a business that depends on interest rate differentials. In general, the difference between the interest rates paid by the Banks on their deposits and other borrowings and the interest rate received on loans extended to their customers and on securities held in their portfolios comprises the major portion of the Banks' earnings. The earnings and growth of the Banks and of Colony are affected not only by general economic conditions, both domestic and foreign, but also by the monetary and fiscal policies of the United States and its agencies, particularly the Board. The Board can and does implement national monetary policy, such as seeking to curb inflation and combat recession, by its open market operations in the United States government securities, limitations upon savings and time deposit interest rates, adjustments in the amount of industry reserves that banks and other financial institutions are required to maintain and adjustments to the discount rates applicable to borrowings by banks from the Federal Reserve System. In view of changing conditions in the national economy and in the money markets, as well as the effect of actions by monetary and fiscal authorities, including the Federal Reserve, no prediction can be made as to possible future changes in interest rates, deposit levels, loan demand or the business and earnings of the Banks. SUPERVISION AND REGULATION OF COLONY BANKCORP, INC. Colony is a bank holding company within the meaning of the Federal Bank Holding Company Act of 1956, as amended (the "Bank Holding Company Act"). As a bank holding company, Colony is required to file with the Board of Governors of the Federal Reserve System (the "Board") an annual report and such additional information as the Board may require pursuant to the Bank Holding Company Act. The Board may also make examinations of Colony and each of its subsidiaries. In addition, a bank holding company is required to obtain approval prior to acquiring, directly or indirectly, ownership or control of a bank. A bank holding company and its subsidiaries are also prohibited from acquiring any voting shares of, or interest in, any banks located outside the state in which the operations of the bank holding company's subsidiaries are located, unless the acquisition is specifically authorized by the statutes of the state in which the target is located. Several southeastern states, including Georgia, have enacted reciprocal legislation that authorizes interstate acquisitions of banking organizations by bank holding companies within the southeastern states. As a result of this legislation, the Company may become a candidate for acquisition by banking organizations located in those states that have enacted reciprocal legislation. In addition, the entry of large bank holding companies from those states into the market areas serviced by the Company would probably result in increased competition. 11 Part I (Continued) Item 1 The Bank Holding Company Act also prohibits a bank holding company, with certain exceptions, from acquiring more than 5 percent of the voting shares of any company that is not a bank and from engaging in any business other than banking or managing or controlling banks and other subsidiaries authorized by the Bank Holding Company Act or furnishing services to, or performing services for, its subsidiaries without the prior approval of the Board. The Board is authorized to approve, among other things, the ownership of shares by a bank holding company in any company the activities of which it has determined to be so closely related to banking or to managing or controlling banks as to be a proper incident thereto. Notice to and review by the Board of such activities would be necessary before the Company could engage in such activities. The Board is empowered to differentiate between activities that are initiated de novo by a bank holding company or a subsidiary and activities commenced by acquisition of a going concern. The Company is also a bank holding company within the meaning of the Georgia Bank Holding Company Act, which provides that, without the approval of the Commissioner of the Georgia Department of Banking and Finance (the "Commissioner"), it is unlawful (i) for any bank holding company to acquire direct or indirect ownership or control of more than 5 percent of the voting shares of any bank; (ii) for any bank holding company or subsidiary thereof, other than a bank, to acquire all or substantially all of the assets of a bank; or (iii) for any bank holding company to merge or consolidate with any other bank holding company. It is unlawful for any bank holding company to acquire direct or indirect ownership or control of more than 5 percent of the voting shares of any bank unless such bank has been in existence and continuously operating as a bank for a period of five years or more prior to the date of application to the Commissioner for approval of such acquisition. While the Company is not presently subject to any regulatory restrictions on dividends, the Company's ability to pay dividends will depend to a large extent on the amount of dividends paid by its subsidiaries. The Banks are subject to regulatory restrictions on the payment of dividends. See Supervision and Regulation of the Banks below. SUPERVISION AND REGULATION OF THE BANKS Federal banking regulations applicable to all depository financial institutions, among other things, (i) provide federal bank regulatory agencies with powers to prevent unsafe and unsound banking practices; (ii) restrict preferential loans by banks to "insiders" of banks; (iii) require banks to keep information on loans to major stockholders and executive officers; and (iv) bar certain director and officer interlocks between financial institutions. Colony is an affiliate of the banks under the Federal Reserve Act, which imposes restrictions on loans to the Company by the Banks, or investments by the Banks in securities of the Company and on the use of such securities as collateral security for loans by the Banks to any borrower. Colony is also subject to certain restrictions with respect to engaging in the business of issuing, underwriting and distributing securities. Bank holding companies may be compelled by bank regulatory authorities to invest additional capital in the event their banks experience either significant loan losses or rapid growth of loans or deposits. In addition, Colony may also be required to provide additional capital to any additional banks it acquires as a condition to obtaining the approvals and consents of regulatory authorities in connection with such acquisitions. 12 Part I (Continued) Item 1 The Banks are examined and regulated by the Department of Banking and Finance of the Sate of Georgia. Pursuant to regulations adopted by that authority, the Banks must each have the approval of the Commissioner to pay cash dividends, unless at the time of such payment (i) the total classified assets at the most recent examination of such Bank do not exceed 80 percent of the equity capital as reflected by such examination; (ii) the aggregate amount of dividends declared or anticipated to be declared in the calendar year does not exceed 50 percent of the net profits, after taxes but before dividends, for the previous calendar year; and (iii) the ratio of equity capital to adjusted total assets is not less than 6 percent. The Banks are members of the Federal Deposit Insurance Corporation (the "FDIC"), which currently insures the deposits of each member bank up to a maximum of $100,000 per account. For this protection, each Bank pays a semiannual statutory assessment and is subject to the rules and regulations of the FDIC. The FDIC has the authority to prevent the continuance or development of unsound and unsafe banking practices. The FDIC is also authorized to approve conversions, mergers, consolidations and assumption of deposit liability transactions between insured banks and uninsured banks or institutions, and to prevent capital or surplus diminution in such transactions where the resulting, continuing or assumed bank is an insured nonmember state bank. The Deposit Insurance Funds Act of 1996 In 1996, the FDIC issued The Deposit Insurance Funds Act of 1996 (Funds Act) requiring the FDIC to impose a one-time special assessment on Savings Association Insurance Fund (SAIF) assessable deposits held by institutions as of March 31, 1995. The amount of the special assessment was based upon the August 31, 1996 SAIF balance and insured deposit data reported in the March 31, 1996 call reports. As a member of the SAIF, Bank of Worth was assessed $240,000 in 1996. The Federal Deposit Insurance Corporation Improvement Act On September 15, 1992, the FDIC approved final regulations adopting the risk-related deposit insurance system that was proposed in May 1992. Under the final risk-related insurance regulations, each insured depository institution will be assigned to one of three risk calculations: "well-capitalized," "adequately capitalized" or "less than adequately capitalized, "as defined in regulations to be promulgated by the federal bank regulatory agencies pursuant to FDICIA. The Board and the FDIC approved minimum capital requirements for banks and bank holding companies based in part on the degrees of risk to which the institution's assets are subject. Under these rules, Colony and its subsidiary banks are required to maintain a specified minimum ratio of "qualifying" capital to risk-weighted assets. The ratio is calculated by dividing adjusted qualifying capital by a weighted risk asset base. At least 50 percent of the institution's qualifying capital must be "Core" or "Tier 1" capital. The balance may be "Supplementary" or "Tier 2" capital. For purposes of the rules, a bank holding company's Tier 1 capital is essentially equal to common stockholders' equity, including retained earnings, plus a certain amount of perpetual preferred stock, less intangible assets; Tier 2 capital includes the excess of any perpetual preferred stock not included in Tier 1 capital, mandatory convertible securities, subordinated debt and general reserves for loan and lease losses limited to 1.25 percent of total risk-weighted assets. The weighted risk asset base is equal to the sum of the aggregate dollar value of assets and certain off balance sheet items (such as currency or interest rate swaps) in each of five separate risk categories, multiplied by a weight assigned to each specific asset category. After the items in each category have been totaled and multiplied by the category's risk factor, the total of the adjusted qualifying capital base is divided by the weighted risk assets to derive a ratio. A minimum ratio of 4.0 percent of Tier 1 or Core Capital is required and a minimum ratio of 8 percent of total risk-based capital is required. The capital regulations also require the Bank to maintain a minimum leverage ratio of 4 percent. Colony and its subsidiary banks met all regulatory capital requirements as of December 31, 1997 as discussed in Management's Discussion and Analysis of Financial Condition and Results of Operations. 13 Part I (Continued) Item 1 Each Bank also met its individual regulatory capital requirements as of December 31, 1996. The Riegle-Neal Interstate Banking and Branching Efficiency Act In September 1994, the Interstate Banking Act became law. The Interstate Banking Act provides that as of September 29, 1995, adequately capitalized and managed bank holding companies are permitted to acquire banks in any state. State laws prohibiting interstate banking or discriminating against out-of-state banks were preempted as of the effective date, although states were permitted to require that target banks located within the state be in existence for a period of up to five years before such banks may be subject to the Interstate Banking Act. The Interstate Banking Act establishes deposit caps which prohibit acquisitions that would result in the acquirer controlling 30 percent or more of the deposits of insured banks and thrifts held in the state in which the acquisition or merger is occurring or in any state in which the target maintains a branch or 10 percent or more of the deposits nationwide. State-level deposit caps are not preempted as long as they do not discriminate against out-of-state acquirers, and the federal deposit caps apply only to initial entry acquisitions. The United States Congress and the Georgia General Assembly have periodically considered and adopted legislation that has resulted in, and could further result in, deregulation of both banks and other financial institutions. Such legislation could modify or eliminate geographic restrictions on banks and bank holding companies and current prohibitions against banks engaging in certain nonbanking activities. Such legislative changes could place the Company in more direct competition with other financial institutions, including mutual funds, securities brokerage firms, insurance companies and investment banking firms. The effect of any such legislation on the business of the Company cannot be accurately predicted. The Company cannot predict what other legislation might be enacted or what other regulations might be adopted, or if enacted or adopted, the effect thereof. Executive Officer The following table sets forth certain information with respect to the executive officer of the Registrant. Name (Age) Position with the Registrant Officer Since - -------------------- --------------------------------- ----------------- James D. Minix (55) President and Chief Executive 1994 Officer and Director The officer serves at the discretion of the board of directors. Prior to 1994, Mr. Minix served as president of The Bank of Fitzgerald from January 1993 through June 1994 and prior to that time, Mr. Minix served as president of Ashburn Bank from February 1990 through December 1992. Item 2 DESCRIPTION OF PROPERTY The principal properties of the Registrant consist of the properties of the Banks. For a description of the properties of the Banks, see "Item 1 - Business of the Company and Subsidiary Banks" included elsewhere in this Annual Report. 14 Part I (Continued) Item 3 LEGAL PROCEEDINGS Incorporated herein by reference to page 5 of the Company's Definitive Proxy Statement for Annual Meeting of Stockholders to be Held April 28, 1998, filed with the Securities and Exchange Commission on March 26, 1998 (File No. 0-18486). Item 4 SUBMISSION OF MATTERS TO A VOTE OF STOCKHOLDERS No matters were submitted to a vote of the Registrant's stockholders during the fourth quarter of 1997. Part II Item 5 MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS Effective April 2, 1998, Colony Bankcorp, Inc. common stock is quoted on the NASDAQ National Market under the symbol "CBAN." Prior to this date, there was no public market for the common stock of the registrant. On February 18, 1997, the Company's Board of Directors approved a 50 percent stock split effected in the form of a stock dividend payable to shareholders of record on July 1, 1997. All share and per share information in this report has been restated to give retroactive effect to this split. The Registrant paid an annual cash dividend on its common stock of $434,654 or $0.200 per share and $399,164 or $0.184 per share in 1997 and 1996, respectively. As of March 26, 1998, the Company had approximately 931 shareholders of record. 15 Part II Item 6 COLONY BANKCORP, INC. AND SUBSIDIARIES SELECTED FINANCIAL DATA
Year Ended December 31, --------------------------------------------------------------- 1997 1996 1995 1994 1993 --------------------------------------------------------------- (Dollars in Thousands, except per share data) Selected Balance Sheet Data: Total Assets ............................................. $ 342,947 $ 319,540 $ 299,246 $ 268,475 $ 254,788 Total Loans .............................................. 234,288 206,863 200,837 183,499 174,169 Total Deposits ........................................... 298,162 285,676 271,646 244,751 231,985 Investment Securities .................................... 56,915 63,378 51,560 53,458 52,189 Stockholders' Equity ..................................... 28,821 25,591 23,068 18,454 17,730 Selected Income Statement Data: Interest Income .......................................... $ 28,777 26,525 25,739 22,473 21,551 Interest Expense ......................................... 13,992 13,158 12,140 9,512 9,690 --------- --------- --------- --------- --------- Net Interest Income .................................. 14,785 13,367 13,599 12,961 11,861 Provision for Loan Losses ................................ 1,489 2,195 3,246 2,097 4,152 Other Income ............................................. 2,528 2,649 2,334 1,955 1,790 Other Expense ............................................ 10,601 9,569 9,332 9,333 8,578 --------- --------- --------- --------- --------- Income Before Tax ........................................ 5,223 4,252 3,355 3,486 921 Income Tax Expense ....................................... 1,605 1,319 983 1,065 154 --------- --------- --------- --------- --------- Net Income Before Minority Interest And Cumulative Effect ................................................. 3,618 2,933 2,372 2,421 767 Minority Interest ........................................ 0 0 0 0 0 --------- --------- --------- --------- --------- Net Income Before Cumulative Effect ...................... 3,618 2,933 2,372 2,421 767 Cumulative Effect ........................................ 0 0 0 0 0 --------- --------- --------- --------- --------- Net Income............................................ $ 3,618 2,933 2,372 2,421 767 ========= ========= ========= ========= ========= Per Share Data: Net Income (Diluted) ..................................... $ 1.66 $ 1.35 $ 1.15 $ 1.17 $ 0.37 Book Value ............................................... 13.26 11.78 10.61 8.95 8.60 Tangible Book Value ...................................... 13.15 11.66 11.01 8.81 8.39 Dividends ................................................ 0.20 0.18 0.23 0.20 0.20 Profitability Ratios: Net Income to Average Assets ............................. 1.11% 0.97% 0.84% 0.90% 0.29% Net Income to Average Stockholders' Equity ............... 13.21% 12.04% 11.48% 13.94% 4.26% Net Interest Margin ...................................... 4.87% 4.74% 5.20% 5.20% 4.81% Loan Quality Ratios: Net Charge-Offs to Total Loans ........................... 0.58% 0.88% 1.18% 0.92% 2.30% Reserve for Loan Losses to Total Loans and OREO .......... 1.94% 2.12% 2.00% 1.71% 1.58% Nonperforming Assets to Total Loans and OREO ............. 2.51% 3.85% 2.98% 1.32% 1.75% Reserve for Loan Losses to Nonperforming Loans ........... 77.23% 54.88% 67.08% 129.39% 90.56% Reserve for Loan Losses to Total Nonperforming Assets .... 63.23% 40.75% 50.39% 69.67% 64.26% Liquidity Ratios: Loans to Total Deposits .................................. 78.58% 72.41% 73.93% 74.97% 75.08% Loans to Average Earning Assets .......................... 77.16% 73.34% 76.83% 73.66% 70.68% Noninterest-Bearing Deposits to Total Deposits ........... 9.16% 10.05% 10.26% 11.54% 9.71% Capital Adequacy Ratios: Common Stockholders' Equity to Total Assets .............. 8.40% 8.01% 7.71% 6.87% 6.96% Total Stockholders' Equity to Total Assets ............... 8.40% 8.01% 7.71% 6.87% 6.96% Dividend Payout Ratio .................................... 12.02% 13.60% 19.90% 17.27% 54.50%
16 COLONY BANKCORP, INC. AND SUBSIDIARIES SELECTED FINANCIAL DATA (a) Per share data for all periods has been retroactively restated for a 100 percent stock split on July 1, 1995 and a 50 percent stock split on July 1, 1997. All stock splits were effected in the form of dividends. 17 Part II Item 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Liquidity and Capital Resources Liquidity represents the ability to provide adequate sources of funds for funding loan commitments and investment activities, as well as the ability to provide sufficient funds to cover deposit withdrawals, payment of debt and financing of operations. These funds are obtained by converting assets to cash (representing primarily proceeds from collections on loans and maturities of investment securities) or by attracting and obtaining new deposits. During 1997, the Company was successful in obtaining deposits as evidenced by the fact that average deposits increased by 4.69 percent to $284,800,000 in 1997 from average deposits of $272,042,000 in 1996. Should the need arise, the Company also maintains relationships with several correspondent banks that can provide funds on short notice. Liquidity is monitored on a regular basis by management. The Company's liquidity position remained acceptable in 1997. Average liquid assets (cash and amounts due from banks, interest-bearing deposits in other banks, funds sold and investment securities) represented 29.73 percent of average deposits in 1997 as compared to 29.96 percent in 1996. Average loans represented 80.00 percent of average deposits in 1997 as compared to 76.89 percent in 1996. Average interest-bearing deposits were 84.92 percent of average earnings assets in 1997 as compared to 87.09 percent in 1996. The Company satisfies most of its capital requirements through retained earnings. During 1997, retained earnings provided $3,183,000 of increase in equity. Additionally, equity had an increase of $47,000 resulting from the change during the year in unrealized losses on securities available for sale, net of taxes. Thus, total equity increased by a net amount of $3,230,000 in 1997. In 1996, growth in equity was provided by retained earnings of $2,534,000. As of December 31, 1997, total capital of Colony totaled approximately $28,820,000. As of December 31, 1997, there was no outstanding commitment for capital expenditures by two subsidiary banks of approximately $1,800,000 for construction and furnishings for two branch offices to be located in Douglas and Leesburg, Georgia. The Federal Reserve Board and the FDIC have issued risk-based capital guidelines for U.S. banking organizations. The objective of these efforts was to provide a more uniform framework that is sensitive to differences in risk assets among banking organizations. The guidelines define a two-tier capital framework. Tier 1 capital consists of common stock and qualifying preferred stockholders' equity less goodwill. Tier 2 capital consists of certain convertible, subordinated and other qualifying term debt and the allowance for loan losses up to 1.25 percent of risk-weighted assets. The Company has no Tier 2 capital other than the allowance for loan losses. Using the capital requirements in effect at the end of 1997, the Tier 1, ratio as of December 31, 1997 was 11.25 percent and total Tier 1 and 2 risk-based capital was 12.50 percent. Both of these measures compare favorably with the regulatory minimums of 4 percent for Tier 1 and 8 percent for total risk-based capital. The Company's leverage ratio was 8.44 percent as of December 31, 1997 which exceeds the required leverage ratio standard of 4 percent. 18 Part II (Continued) Item 7 Liquidity and Capital Resources (Continued) For 1997, average capital was $27,396,000 representing 8.43 percent of average assets for the year. This percentage is up from the 1996 level of 8.06 percent. On July 1, 1997, the Company issued a three-for-two stock split which increased shares outstanding from 1,448,842 shares to 2,173,263 shares. In 1997, the Company paid annual dividends of $0.20 per share. The dividend payout ratio, defined as dividends per share divided by net income per share, was 12.05 percent in 1997 as compared with 13.61 percent in 1996. As of December 31, 1997, management was not aware of any recommendations by regulatory authorities which, if they were to be implemented, would have a material effect on the Company's liquidity, capital resources or results of operations. However, it is possible that examinations by regulatory authorities in the future could precipitate additional loss charge-offs which could materially impact the Company's liquidity, capital resources and results of operations. Results of Operations The Company's results of operations are determined by its ability to effectively manage interest income and expense, to minimize loan and investment losses, to generate noninterest income and to control noninterest expense. Since interest rates are determined by market forces and economic conditions beyond the control of the Company, the ability to generate net interest income is dependent upon the Banks' ability to obtain an adequate spread between the rate earned on earning assets and the rate paid on interest-bearing liabilities. Thus, the key performance measure for net interest income is the interest margin or net yield, which is taxable-equivalent net interest income divided by average earning assets. Net Income Net income for the year ended December 31,1997 increased to $3,618,000 from the 1996 net income of $2,934,000, representing an increase of $684,000, or 23.31 percent. This increase is the result of an increase in net interest income of $1,418,000 and a $705,000 decrease in provision for loan losses. These were offset by a decrease in noninterest income of $121,000, an increase in noninterest expense of $1,032,000 and an increase in income tax expenses of $286,000. On a fully-diluted per share basis, net income increased to $1.66 from the 1996 amount of $1.35, a $0.31 increase or 22.96 percent. Net income for the year ended December 31, 1996 increased to $2,934,000 from the 1995 net income of $2,372,000, representing an increase of $562,000 or 23.69 percent. The 1996 increase is the result of a decrease in provision for loan losses of $1,052,000 and an increase in noninterest income of $315,000. These were offset by a decrease in net interest income of $233,000 an increase in noninterest expenses of $237,000 and an increase in income tax expense of $335,000. The 1996 fully-diluted earnings per share increased to $1.35 from the 1995 amount of $1.15, a $0.20 increase or 17.39 percent. 19 Part II (Continued) Item 7 Net Interest Margin The net interest margin increased to 4.91 percent in 1997 as compared to 4.80 percent in 1996. Net interest income increased by 10.61 percent to $14,785,000 in 1997 from $13,367,000 in 1996 on an increase in average earnings assets to $303,648,000 in 1997 from $282,066,000 in 1996 with an interest spread of 4.29 percent in 1997 as compared to 4.18 percent in 1996. Average loans increased by $18,655,000 or 8.92 percent, average funds sold decreased by $1,686,000 or 10.39 percent, average investment securities increased by $4,133,000 or 7.33 percent and average interest-bearing deposits in other banks increased by $480,000 or 169.01 percent, resulting in a net increase in average earning assets of $21,582,000 or 7.65 percent. The net increase in average assets was funded by a net increase in average deposits of 4.69 percent to $284,800,000 in 1997 from $272,042,000 in 1996. Average interest-bearing deposits increased by 4.97 percent to $257,871,000 in 1997 from $245,662,000 in 1996 while average noninterest-bearing deposits increased 2.08 percent to $26,929,000 in 1997 from $26,380,000 in 1996. Average noninterest-bearing deposits represented 9.46 percent of total deposits in 1997 as compared to 9.70 percent in 1996. The net interest margin decreased to 4.80 percent in 1996 as compared to 5.27 percent in 1995. Net interest income decreased by 1.71 percent to $13,367,000 in 1996 from $13,599,000 in 1995 on an increase in average earning assets to $282,066,000 in 1996 from $261,397,000 in 1995 with an interest spread of 4.18 percent in 1996 as compared to 4.72 percent in 1995. Average loans increased by $10,422,000 or 5.24 percent, average funds sold increased by $5,668,000 or 53.68 percent, average investment securities increased by $4,865,000 or 9.44 percent and average interest-bearing deposits in other banks decreased by $286,000 or 50.18 percent, resulting in a net increase in average earning assets of $20,669,000 or 7.91 percent. The net increase in average earning assets was funded by a net increase in average deposits of 6.63 percent to $272,042,000 in 1996 from $255,118,000 in 1995. Average interest-bearing deposits increased by 6.97 percent to $245,662,000 in 1996 from $229,662,000 in 1995 while average noninterest-bearing deposits decreased 3.63 percent to $26,380,000 in 1996 from $25,456,000 in 1995. Average noninterest-bearing deposits represented 9.70 percent of total deposits in 1996 as compared to 9.98 percent in 1995. Provision for Loan Losses The allowance for loan losses represents a reserve for potential losses in the loan portfolio. The adequacy of the allowance for loan losses is evaluated periodically based on a review of all significant loans, with a particular emphasis on nonaccruing, past due and other loans that management believes require attention. 20 Part II (Continued) Item 7 Provision for Loan Losses (Continued) The provision for loan losses is a charge to earnings in the current period to replenish the allowance for loan losses and maintain it at a level management has determined to be adequate. The provision for loan losses was $1,490,000 in 1997 as compared to $2,195,000 in 1996, representing a decrease in the provision of $705,000 or 32.12 percent. Net loan charge-offs represented 90.60 percent of the provision for loan losses in 1997 as compared to 82.52 percent in 1996. The decrease in loan charge-offs in 1997 resulted from management's effort the past several years to improve credit quality and to eliminate weak and marginal credits. Net loan charge-offs for 1997 represented 0.59 percent of average loans outstanding as compared to 0.87 percent for 1996. As of December 31, 1997, the allowance for loan losses was 1.95 percent of total loans outstanding as compared to an allowance for loan losses of 2.14 percent of total loans outstanding as of December 31, 1996. The determination of the reserve rests upon management's judgment about factors affecting loan quality and assumptions about the economy. Management considers the year-end allowance for loan losses adequate to cover potential losses in the loan portfolio. The provision for loan losses was $2,195,000 in 1996 as compared to a provision of $3,246,000 in 1995 representing a decrease in the provision of $1,051,000 or 32.39 percent. Net loan charge-offs represented 82.52 percent of the provision for loan losses in 1996 as compared to 73.13 percent in 1995. The decrease in loan charge-offs in 1996 resulted from management's effort the past several years to improve our credit quality and to eliminate weak and marginal credits. Net loan charge-offs for 1996 represented 0.87 percent of average loans outstanding as compared to 1.19 percent for 1995. As of December 31, 1996, the allowance for loan losses was 2.14 percent of total loans outstanding as compared to an allowance for loan losses of 2.02 percent of total loans outstanding as of December 31, 1995. Noninterest Income Noninterest income consists principally of service charges on deposit accounts. Service charges on deposit accounts totaled $1,764,000 in 1997 as compared to $1,680,000 in 1996 or an increase of 5.00 percent. All other noninterest income decreased by $205,000 to $764,000 in 1997 from $969,000 in 1996. The decrease in other noninterest income is primarily attributable to premiums on loans sold during 1997 of $15,000 compared to $189,000 in 1996. Service charges on deposit accounts totaled $1,680,000 in 1996 as compared to $1,592,000 in 1995 or an increase of 5.53 percent. All other noninterest income increased by $227,000 to $969,000 in 1996 from $742,000 in 1995. The increase of $227,000 in other noninterest income is primarily attributable to premiums on loans sold during 1996 of $189,000 compared to $36,000 in 1995. 21 Part II (Continued) Item 7 Noninterest Expense Noninterest expense increased by 10.77 percent to $10,600,000 in 1997 from $9,569,000 in 1996. Salaries and employee benefits increased 8.78 percent to $5,449,000 in 1997 from $5,009,000 in 1996 primarily due to increased staffing for the branch in Leesburg, increased health insurance premiums and increased profit sharing contributions. Occupancy and equipment expense increased by 28.78 percent to $1,526,000 in 1997 from $1,185,000 in 1996 primarily due to increased depreciation and occupancy expense with the Colony headquarters completed during 1997 and depreciation expenses with data processing equipment purchased in 1997. All other noninterest expense increased by 7.41 percent to $3,625,000 in 1997 from $3,375,000 in 1996 primarily due to data processing expense increasing by $223,000. Of this $141,000 increase is nonrecurring and results from Colony Bank Southeast buying out its data processing contract with FiServe in order to convert to Colony's Data Processing Unit. All other expenses in the aggregate realized nominal change. Noninterest expense increased by 2.54 percent to $9,569,000 in 1996 from $9,332,000 in 1995. Salaries and employee benefits increased 8.23 percent to $5,009,000 in 1996 from $4,628,000 in 1995 primarily due to increased staffing for internal operations and a new branch, increased health insurance premiums and increased bonuses due to an incentive bonus plan implemented in 1996. Due to a reduction in FDIC insurance premiums, FDIC insurance expense decreased 23.40 percent to $275,000 in 1996 from $359,000 in 1995, other real estate expenses decreased 36.98 percent to $288,000 in 1996 from $457,000 in 1995 and legal and professional fees decreased 11.05 percent to $362,000 in 1996 from $407,000 in 1995. Other real estate expense and legal fees declined due to a reduction in expenses incurred in the disposition of other real estate owned. All other expenses in the aggregate remained virtually unchanged. Income Tax Expense Income before taxes increased by $971,000 to $5,223,000 in 1997 from $4,252,000 in 1996 with significant changes being a decrease in provision for loan losses of $705,000 in 1997 as compared to 1996, an increase in net interest income of $1,418,000 in 1997 as compared to 1996 and an increase in noninterest expenses net of noninterest income of $1,153,000 in 1997 as compared to 1996. Income tax expense increased 21.68 percent to $1,605,000 in 1997 from $1,319,000 in 1996. Income tax expense as a percentage of income before taxes decreased by 0.90 percent to 30.73 percent in 1997 from 31.01 percent in 1996. Income before taxes increased by $897,000 to $4,252,000 in 1996 from $3,355,000 in 1995 with significant changes being a decrease in provision for loan losses of $1,051,000 in 1996 as compared to 1995, a decrease in net interest of $233,000 in 1996 as compared to 1995 and a decrease in noninterest expenses net of noninterest income of $78,000 in 1996 as compared to 1995. Income tax expense increased 34.18 percent to $1,319,000 in 1996 from $983,000 in 1995. Income taxes as a percentage of income before taxes increased by 5.90 percent to 31.01 percent in 1996 from 29.30 percent in 1995. Outlook for 1998 Colony is an emerging company operating in an industry filled with nonregulated competitors and a rapid pace of consolidation. The year brings with it new opportunities for growth in our existing markets, as well as opportunities to expand into new markets through bank acquisitions and branching. Colony has targeted new branches in three growth markets in south Georgia for 1998. These new branches will be located in Douglas, Tifton and Leesburg. Colony Management Services has invested over $1,000,000 in computer upgrades and software enhancements in major cost containment initiative. Not only will this reduce overhead through improved back-office consolidation, but it also will allow us to better serve our customers through improved customer data resources and state-of-the art technological services. 22 Part II (Continued) Item 7 Year 2000 Compliance Issue The Company has developed preliminary plans to address the possible exposures related to the impact on its financial, informational and operational systems of the year 2000. The Company recently underwent a major computer conversion, which has been tested and assured to be year 2000 compliant. Other equipment has been identified and vendors are being contacted. The Company's subsidiary, Colony Management Services, Inc. is responsible for coordinating efforts of all Bank subsidiaries in any follow-up procedures necessary. While there may be some expenses incurred during the next two years, it is not expected to have a material effect on the Company's consolidated financial statements. 23 Part II (Continued) Item 7 COLONY BANKCORP, INC. Average Balance Sheets
1997 1996 1995 ----------------------------------------------------------------------------------------- Average Income/ Yields/ Average Income/ Yields/ Average Income/ Yields/ ($ in thousands) Balances Expense Rates Balances Expense Rates Balances Expense Rates - ---------------------------------------------------------------------------------------------------------------------------------- Assets Interest-earning Assets Loans, Net of Unearned Income Taxable(1) $227,834 $24,227 10.63% $209,179 $22,372 10.70% $198,757 $22,049 11.09% - ----------------------------------------------------------------------------------------------------------------------------------- Investment Securities Taxable 53,971 3,301 6.12% 49,380 2,962 6.00% 44,400 2,693 6.07% Tax-exempt(2) 6,539 492 7.52% 6,997 483 6.90% 7,112 529 7.44% - ----------------------------------------------------------------------------------------------------------------------------------- Total Investment Securities 60,510 3,793 6.27% 56,377 3,445 6.11% 51,512 3,222 6.25% - ----------------------------------------------------------------------------------------------------------------------------------- Interest-bearing Deposits in Other Banks 764 46 6.02% 284 9 3.17% 570 46 8.07% - ----------------------------------------------------------------------------------------------------------------------------------- Funds Sold 14,540 823 5.66% 16,226 864 5.32% 10,558 603 5.71% - ----------------------------------------------------------------------------------------------------------------------------------- Total Interest-earning Assets 303,648 28,889 9.51% 282,066 26,690 9.46% 261,397 25,920 9.92% - ----------------------------------------------------------------------------------------------------------------------------------- Noninterest-earning Assets Cash 8,861 8,619 8,337 Allowance for Loan Losses (4,612) (4,346) (3,619) Other Assets 17,173 15,837 15,702 - ----------------------------------------------------------------------------------------------------------------------------------- Total Noninterest-earning Assets 21,422 20,110 20,420 - ----------------------------------------------------------------------------------------------------------------------------------- Total Assets $325,070 $302,176 $281,817 =================================================================================================================================== Liabilities and Stockholders' Equity Interest-bearing Liabilities Interest-bearing Deposits Interest-bearing Demand and Savings $ 62,436 $ 1,909 3.06% $ 62,204 $ 1,863 2.99% $ 61,346 $ 1,915 3.12% Other Time 195,435 11,381 5.82% 183,458 11,167 6.09% 168,316 9,885 5.87% - ----------------------------------------------------------------------------------------------------------------------------------- Total Interest-bearing Deposits 257,871 13,290 5.15% 245,662 13,030 5.30% 229,662 11,800 5.14% - ----------------------------------------------------------------------------------------------------------------------------------- Other Interest-bearing Liabilities Debt 9,813 664 6.77% 3,347 100 2.99% 3,351 303 9.04% Funds Purchased and Securities Under Agreement to Repurchase 558 38 6.81% 303 29 9.57% 595 37 6.22% - ----------------------------------------------------------------------------------------------------------------------------------- Total Other Interest-bearing Liabilities 10,371 702 6.77% 3,650 129 3.53% 3,946 340 8.62% - ----------------------------------------------------------------------------------------------------------------------------------- Total Interest-bearing Liabilities 268,242 13,992 5.22% 249,312 13,159 5.28% 233,608 12,140 5.20% - ----------------------------------------------------------------------------------------------------------------------------------- Noninterest-bearing Liabilities and Stockholders' Equity Demand Deposits 26,929 26,380 25,456 Other Liabilities 2,503 2,121 2,082 Stockholders' Equity 27,396 24,363 20,671 - ----------------------------------------------------------------------------------------------------------------------------------- Total Noninterest-bearing Liabilities and Stockholders' Equity 56,828 52,864 48,209 - ----------------------------------------------------------------------------------------------------------------------------------- Total Liabilities and Stockholders' Equity $325,070 $302,176 $281,817 =================================================================================================================================== Interest Rate Spread 4.29% 4.18% 4.72% =================================================================================================================================== Net Interest Income $14,897 $13,531 $13,780 =================================================================================================================================== Net Interest Margin 4.91% 4.80% 5.27% ===================================================================================================================================
(1) The average balance of loans includes the average balance of nonaccrual loans. Income on such loans is recognized and recorded on the cash basis. (2) Taxable-equivalent adjustments totaling $167,180, $164,074 and $179,591 for 1997, 1996 and 1995, respectively, are included in tax-exempt interest on investment securities. The adjustments are based on a federal tax rate of 34 percent with appropriate reductions for the effect of disallowed interest expense incurred in carrying tax-exempt obligations. 24 Part II (Continued) Item 7 COLONY BANKCORP, INC. Rate/Volume Analysis The rate/volume analysis presented hereafter illustrates the change from year to year for each component of the taxable equivalent net interest income separated into the amount generated through volume changes and the amount generated by changes in the yields/rates.
Changes From 1996 to 1997(1) Changes From 1995 to 1996 (1) ---------------------------- ------------------------------- ($ in thousands) Volume Rate Total Volume Rate Total - ---------------------------------------------------------------------------------------------------------- Interest Income Loans, Net - Taxable $1,995 ($140) $1,855 $1,156 ($833) $323 - ---------------------------------------------------------------------------------------------------------- Investment Securities Taxable 275 64 339 302 (33) 269 Tax-exempt (32) 41 9 (9) (37) (46) - ---------------------------------------------------------------------------------------------------------- Total Investment Securities 243 105 348 293 (70) 223 - ---------------------------------------------------------------------------------------------------------- Interest-bearing Deposits in Other Banks 15 22 37 (23) (14) (37) - ---------------------------------------------------------------------------------------------------------- Funds Sold (90) 49 (41) 324 (63) 261 - ---------------------------------------------------------------------------------------------------------- Total Interest Income 2,163 36 2,199 1,750 (980) 770 - ---------------------------------------------------------------------------------------------------------- Interest Expense Interest-bearing Demand and Savings Deposits 7 39 46 27 (79) (52) Time Deposits 729 (515) 214 889 393 1,282 - ---------------------------------------------------------------------------------------------------------- Other Interest-bearing Liabilities Funds Purchased and Securities Under Agreement to Repurchase 24 (15) 9 (18) 10 (8) Other Debt 193 371 564 0 (203) (203) - ---------------------------------------------------------------------------------------------------------- Total Interest Expense 953 (120) 833 898 121 1,019 - ---------------------------------------------------------------------------------------------------------- Net Interest Income $1,210 $156 $1,366 $852 ($1,101) ($249) ==========================================================================================================
(1) Changes in net interest income for the periods, based on either changes in average balances or changes in average rates for interest earning assets and interest-bearing liabilities, are shown on this table. During each year there are numerous and simultaneous balance and rate changes; therefore, it is not possible to precisely allocate the changes between balances and rates. For the purpose of this table, changes that are not exclusively due to balance changes or rate changes have been attributed to rates. 25 Part II (Continued) Item 7 COLONY BANKCORP, INC. Interest Rate Sensitivity The following table represents the Company's interest-sensitivity gap between interest-earning assets and interest-bearing liabilities at December 31, 1997.
Assets and Liabilities Repricing Within ---------------------------------------------------------------- 3 Months 4 to 12 1 to 5 Over 5 ($ in thousands) or Less Months 1 Year Years Years Total - ----------------------------------------------------------------------------------------------------------------------- Interest-earning assets Interest-bearing deposits $ 1,015 $ 1,015 $ 1,015 Investment securities 7,763 $ 8,610 16,373 $ 27,080 $ 13,462 56,915 Funds sold 25,540 0 25,540 0 0 25,540 Loans, net of unearned income 114,781 51,985 166,766 61,556 5,966 234,288 -------- -------- -------- -------- -------- -------- Total interest-earning assets 149,099 60,595 209,694 88,636 19,428 317,758 -------- -------- -------- -------- -------- -------- Interest-bearing liabilities Interest-bearing Demand and Savings deposits(1) 66,741 0 66,741 0 0 66,741 Other time deposits 63,693 104,251 167,944 36,082 75 204,101 Short-term borrowings(2) 6,631 0 6,631 6,443 0 13,074 -------- -------- -------- -------- -------- -------- Total interest-bearing liabilities 137,065 104,251 241,316 42,525 75 283,916 -------- -------- -------- -------- -------- -------- Interest-sensitivity gap 12,034 (43,656) (31,622) 46,111 19,353 33,842 -------- -------- -------- -------- -------- -------- Cumulative interest-sensitivity gap $ 12,034 $(31,622) $(31,622) $ 14,489 $ 33,842 $ 33,842 ======== ======== ======== ======== ======== ========
(1) Interest-bearing Demand and Savings deposits for repricing purposes are considered to reprice within 3 months or less. (2) Short-term borrowings for repricing purposes are considered to reprice within 3 months or less. 26 Part II (Continued) Item 7 COLONY BANKCORP, INC. Investment Portfolio The following table presents carrying values of investment securities held by the Company as of December 31, 1997, 1996 and 1995. ($ in thousands) 1997 1996 1995 ------- ------- ------- U.S. Treasuries and Government Agencies $36,187 $38,313 $21,030 Obligations of States and Political Subdivisions 6,996 7,237 7,051 Other Securities 2,868 1,478 1,443 ------- ------- ------- Investment Securities 46,051 47,028 29,524 Mortgage Backed Securities 10,864 16,350 22,036 ------- ------- ------- Total Investment Securities and Mortgage Backed Securities $56,915 $63,378 $51,560 ======= ======= ======= The following table represents maturities and weighted-average yields of investment securities held by the Company at December 31, 1997.
After 1 After 5 Year but Years but Within Within Within After ($ in thousands: yields on a tax-equivalent basis) 1 Year 5 Years 10 Years 10 Years - ----------------------------------------------------------------------------------------------------------------------------------- Amount Yield Amount Yield Amount Yield Amount Yield - ----------------------------------------------------------------------------------------------------------------------------------- U.S. Treasuries $ 1,071 1.58% $ 0 0.00% $ 0 0.00% $ 0 0.00% U.S. Government Agencies 10,701 5.28 23,406 6.26 1,008 6.86 0 0.00 Mortgage Backed Securities 293 5.81 143 6.88 3,941 6.27 6,487 6.77 Obligations of States and Political Subdivisions 1,440 4.77 3,531 4.80 1,358 5.04 668 1.34 Other Securities 2,868 4.23 0 0.00 0 0.00 0 0.00 - ----------------------------------------------------------------------------------------------------------------------------------- Total Investment Portfolio $16,373 4.82% $27,080 6.07% $6,307 6.10% $7,155 6.26% ====================================================================================================================================
27 Part II (Continued) Item 7 COLONY BANKCORP, INC. Loans The following table presents the composition of the Company's loan portfolio as of December 31 for the past five years.
($ in thousands) 1997 1996 1995 1994 1993 -------------- ------------- ------------ ------------ ------------- Commercial, Financial and Agricultural $ 34,883 $ 38,776 $ 34,459 $ 31,687 $ 33,491 Real Estate Construction 2,676 881 526 469 9 Mortgage, Farmland 21,898 25,769 23,680 26,334 25,528 Mortgage, Other 117,268 88,896 95,967 81,146 74,674 Consumer 42,956 44,608 38,865 39,263 32,080 Other 14,618 7,946 7,381 4,623 8,430 -------------- ------------- ------------ ------------ ------------- 234,299 206,876 200,878 183,522 174,212 Unearned Discount (11) (13) (41) (23) (44) Allowance for Loan Losses (4,575) (4,435) (4,051) (3,179) (2,775) -------------- ------------- ------------ ------------ ------------- Loans, Net $229,713 $202,428 $196,786 $180,320 $171,393 ============== ============= ============ ============ =============
The following table presents total loans less unearned discount as of December 31, 1997 according to maturity distribution. Maturity ($ in thousands) -------- One Year or Less $166,766 After One Year through Five Years 61,556 After Five Years 5,966 -------- $234,288 ======== The following table presents an interest rate sensitivity analysis of the Company's loan portfolio as of December 31, 1997.
Within 1 to 5 After 5 ($ in thousands) 1 Year Years Years Total --------------- --------------- ---------------- ---------------- Loans with Predetermined Interest Rates $ 82,612 $60,013 $5,966 $148,591 Floating or Adjustable Rates 84,154 1,543 - 85,697 --------------- --------------- ---------------- ---------------- Loans, Net of Unearned Income $166,766 $61,556 $5,966 $234,288 =============== =============== ================ ================
28 Part II (Continued) Item 7 COLONY BANKCORP, INC. Nonperforming Loans A loan is placed on nonaccrual status when, in management's judgment, the collection of interest income appears doubtful. Interest receivable that has been accrued in prior years and is subsequently determined to have doubtful collectibility is charged to the allowance for possible loan losses. Interest on loans that are classified as nonaccrual is recognized when received. Past due loans are loans whose principal or interest is past due 90 days or more. In some cases, where borrowers are experiencing financial difficulties, loans may be restructured to provide terms significantly different from the original contractual terms. The following table presents, at the dates indicated, the aggregate of nonperforming loans for the categories indicated.
December 31, --------------------------------------------------------------------------------- 1997 1996 1995 1994 1993 ------------ ------------ ------------ ------------- ------------ ($ in thousands) --------------------------------------------------------------------------------- Loans Accounted for on a Nonaccrual Basis $5,744 $7,396 $5,229 $2,197 $2,620 Installment Loans and Term Loans Contractually Past Due 90 Days or More as to Interest or Principal Payments and Still Accruing 145 364 213 237 405 Loans, the Terms of Which Have Been Renegotiated to Provide a Reduction or Deferral of Interest or Principal Because of Deterioration in the Financial Position of the Borrower 5 321 597 23 38 Loans Now Current About Which There are Serious Doubts as to the Ability of the Borrower to Comply with Present Loan Repayment Terms - - - - -
During the year ended December 31, 1997, approximately $1,857,000 of loans was charged off and approximately $508,000 was recovered on charged-off loans. All loans classified by regulatory authorities as loss during regular examinations in 1997 have been charged off. As of December 31, 1997, the allowance for loan losses was adequate to cover all loans classified by regulatory authorities as doubtful or substandard. 29 Part II (Continued) Item 7 COLONY BANKCORP, INC. Commitments and Contingencies In the ordinary course of business, the Banks have entered into off balance sheet financial instruments which are not reflected in the consolidated financial statements. These instruments include commitments to extend credit, standby letters of credit, guarantees and liability for assets held in trust. Such financial instruments are recorded in the financial statements when funds are disbursed or the instruments become payable. The Banks use the same credit policies for these off balance sheet financial instruments as they do for instruments that are recorded in the consolidated financial statements. Following is an analysis of the significant off balance sheet financial instruments as of December 31, 1997 and 1996. 1997 1996 -------------- --------------- ($ in thousands) ------------------------------------ Commitments to Extend Credit $30,197 $19,696 Standby Letters of Credit 825 3,128 -------------- --------------- $31,022 $22,824 ============== =============== Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitment amounts expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The credit risk involved in issuing these financial instruments is essentially the same as that involved in extending loans to customers. The Company does not anticipate any material losses as a result of the commitments and contingent liabilities. The nature of the business of the Company is such that it ordinarily results in a certain amount of litigation. In the opinion of management and counsel for the Company and the Banks, there is no litigation in which the outcome will have a material effect on the consolidated financial statements. 30 Part II (Continued) Item 7 COLONY BANKCORP, INC. SUMMARY OF LOAN LOSS EXPERIENCE The provision for possible loan losses is created by direct charges to operations. Losses on loans are charged against the allowance in the period in which such loans, in management's opinion, become uncollectible. Recoveries during the period are credited to this allowance. The factors that influence management's judgment in determining the amount charged to operating expense are past loan experience, composition of the loan portfolio, evaluation of possible future losses, current economic conditions and other relevant factors. The Company's allowance for loan losses was approximately $4,575,000 as of December 31, 1997, representing 1.95 percent of year-end total loans outstanding, compared with $4,435,000 as of December 31, 1996, which represented 2.14 percent of year-end total loans outstanding. The allowance for loan losses is reviewed continuously based on management's evaluation of current risk characteristics of the loan portfolio as well as the impact of prevailing and expected economic business conditions. Management considers the allowance for loan losses adequate to cover possible loan losses on the loans outstanding. Management has not allocated the Company's allowance for loan losses to specific categories of loans. Based on management's best estimate, approximately 10 percent of the allowance should be allocated to real estate loans, 50 percent to commercial, financial and agricultural loans and 40 percent to consumer/installment loans as of December 31, 1997. The following table presents an analysis of the Company's loan loss experience for the periods indicated.
($ in thousands) 1997 1996 1995 1994 1993 ----------- ----------- ----------- ----------- ---------- Allowance for Loan Losses at Beginning of Year $4,435 $ 4,051 $ 3,179 $ 2,775 $ 2,621 ----------- ----------- ----------- ----------- ---------- Charge-Offs Commercial, Financial and Agricultural 1,026 2,294 2,042 906 2,188 Real Estate 160 8 4 11 985 Consumer 670 515 861 925 984 ----------- ----------- ----------- ----------- ---------- 1,856 2,817 2,907 1,842 4,157 ----------- ----------- ----------- ----------- ---------- Recoveries Commercial, Financial and Agricultural 219 816 77 42 43 Real Estate 37 9 3 3 9 Consumer 251 181 453 103 106 ----------- ----------- ----------- ----------- ---------- 507 1,006 533 148 158 ----------- ----------- ----------- ----------- ---------- Net Charge-Offs (1,349) (1,811) (2,374) (1,694) (3,999) ----------- ----------- ----------- ----------- ---------- Provision for Loans Losses 1,489 2,195 3,246 2,098 4,153 ----------- ----------- ----------- ----------- ---------- Allowance for Loan Losses at End of Year $4,575 $ 4,435 $ 4,051 $ 3,179 $ 2,775 =========== =========== =========== =========== ========== Ratio of Net Charge-Offs to Average Loans .59% 0.87% 1.19% 0.89% 2.20% =========== =========== =========== =========== ==========
31 Part II (Continued) Item 7 COLONY BANKCORP, INC. Deposits The following table presents the average amount outstanding and the average rate paid on deposits by the Company for the years 1997, 1996 and 1995.
1997 1996 1995 ------------------- ------------------- ---------------------- Average Average Average Average Average Average ($ in thousands) Amount Rate Amount Rate Amount Rate -------- ------- -------- ------- --------- ---------- Noninterest-Bearing Demand Deposits $ 26,929 $ 26,380 $ 25,456 62,436 3.06% Interest-Bearing Demand and Savings 195,435 5.82 62,204 2.99% 61,346 3.12% Time Deposits 183,458 6.09 168,316 5.87 -------- ------- -------- ------- --------- ---------- $284,800 5.15 $272,042 5.30% $ 255,118 5.14% ======== ======= ======== ======= ========= ==========
The following table presents the maturities of the Company's other time deposits as of December 31, 1997. Other Time Other Time Deposits Deposits $100,000 Less Than ($ in thousands) or Greater $100,000 Total ----------- ----------- ----------- Months to Maturity 3 or Less $19,861 $ 43,832 $ 63,693 Over 3 through 6 14,132 31,172 45,304 Over 6 through 12 17,615 41,332 58,947 Over 12 Months 8,690 27,467 36,157 ----------- ----------- ----------- $60,298 $143,803 $204,101 =========== =========== =========== Return on Assets and Stockholders' Equity The following table presents selected financial ratios for each of the period indicated. Year Ended December 31, ----------------------------------------------------- 1997 1996 1995 ------------ ------------ --------------- Return on Assets 1.11% 0.97% 0.84% Return on Equity 13.21% 12.04% 11.48% Dividends Payout 12.02% 13.60% 19.90% Equity to Assets 8.43% 8.06% 7.33% 32 Part II (Continued) Item 8 FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA The following consolidated financial statements of the Registrant and its subsidiaries are included on exhibit 99(b) of this Annual Report on Form 10-K: Consolidated Balance Sheets - December 31, 1997 and 1996 Consolidated Statements of Income - Years Ended December 31, 1997, 1996 and 1995 Consolidated Statements of Stockholders' Equity - Years Ended December 31, 1997, 1996 and 1995 Consolidated Statements of Cash Flows - Years Ended December 31, 1997, 1996 and 1995 Notes to Consolidated Financial Statements Item 9 CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE There was no accounting or disclosure disagreement or reportable event with the former or current auditors that would have required the filing of a report on Form 8-K. Part III Item 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Incorporated herein by reference to pages 3 and 4 of the Company's Definitive Proxy Statement for Annual Meeting of Stockholders to be held on April 28, 1998, filed with the Securities and Exchange Commission on March 26, 1998 (File No. 0-18486). Item 11 EXECUTIVE COMPENSATION Incorporated herein by reference to pages 6, 7 and 8 of the Company's Definitive Proxy Statement for Annual Meeting of Stockholders to be held on April 28, 1998, filed with the Securities and Exchange Commission on March 26, 1998 (File No. 0-18486). Item 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Incorporated herein by reference to pages 1 and 2 of the Company's Definitive Proxy Statement for Annual Meeting of Stockholders to be held on April 28, 1998, filed with the Securities and Exchange Commission on March 26, 1998 (File No. 0-18486). 33 Part III Item 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Incorporated herein by reference to page 5 of the Company's Definitive Proxy Statement for Annual Meeting of Stockholders to be held on April 28, 1998, filed with the Securities and Exchange Commission on March 26, 1998 (File No. 0-18486). Part IV Item 14 EXHIBITS AND REPORTS ON FORM 8-K (A) Exhibits included herein: Exhibit No. 3(a) Articles of Incorporation -filed as Exhibit 3(a) to the Registrant's Registration Statement on Form 10 (File No. 0- 18486), filed with the Commission on April 25, 1990 and incorporated herein by reference 3(b) Bylaws, as amended -filed as Exhibit 3(b) to the Registrant's Registration Statement on Form 10 (File No. 0- 18486), filed with the Commission on April 25, 1990 and incorporated herein by reference 4 Instruments Defining the Rights of Security Holders -incorporated herein by reference to page 1 of the Company's Definitive Proxy Statement for Annual Meeting of Stockholders to be held on April 28, 1998, filed with the Securities and Exchange Commission on March 26, 1998 (File No. 0-18486) 10 Material Contracts 10(a) Deferred Compensation Plan and Sample Director Agreement -filed as Exhibit 10(a) to the Registrant's Registration Statement on Form 10 (File No. 0- 18486), filed with the Commission on April 25, 1990 and incorporated herein by reference 10(b) Profit-Sharing Plan dated January 1, 1979 -filed as Exhibit 10(b) to the Registrant's Registration Statement on Form 10 (File No. 0- 18486), filed with the Commission on April 25, 1990 and incorporated herein by reference 34 Part IV (Continued) Item 14 (A) Exhibits included herein: Exhibit No. 11 Statement Re Computation of Per Share Earnings -incorporated herein by reference to page 4 of the consolidated financial statements included as Exhibit 99(a) of this Annual Report on Form 10-KSB. 21 Subsidiaries of the Company Name of Subsidiary State of Incorporation The Bank of Fitzgerald Georgia Ashburn Bank Georgia The Bank of Dodge County Georgia Bank of Worth Georgia Community Bank of Wilcox Georgia Colony Bank Southeast Georgia Colony Management Services, Inc. Georgia 27 Financial Data Schedule 99 Additional Exhibits 99(a) Consolidated Financial Statements -Independent Auditor's Report -Consolidated Balance Sheets - December 31, 1997 and 1996 -Consolidated Statements of Income - Years ended December 31, 1997, 1996 and 1995 -Consolidated Statements of Stockholders' Equity - Years ended December 31, 1997, 1996 and 1995 -Consolidated Statements of Cash Flows - Years ended December 31, 1997, 1996 and 1995 -Notes to Consolidated Financial Statements All schedules are omitted as the required information is inapplicable or the information is presented in the financial statements or related notes. (B) No reports on Form 8-K have been filed by the registrant during the last quarter of the period covered by this report. 35 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Colony Bankcorp, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized: COLONY BANKCORP, INC. - ------------------------------------------- James D. Minix President/Director/Chief Executive Officer Date: -------------------------------------- - ------------------------------------------- Terry L. Hester Executive Vice-President/Controller/Chief Financial Officer/Director Date: -------------------------------------- Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated: Date: - ------------------------------------------- ------------------------ Paul Branch, Jr., Director Date: - -------------------------------------------- ------------------------ Terry Coleman, Director Date: - ------------------------------------------- ------------------------ L. Morris Downing, Director Date: - ------------------------------------------- ------------------------ Milton N. Hopkins, Jr., Director 36 Date: - -------------------------------------------- ------------------------ Harold E. Kimball, Director Date: - -------------------------------------------- ------------------------ Marion H. Massee, III, Director Date: - -------------------------------------------- ------------------------ Ben B. Mill, Jr., Director Date: - -------------------------------------------- ------------------------ Ralph D. Roberts, M.D., Director Date: - -------------------------------------------- ------------------------ W. B. Roberts, Jr., Director Date: - -------------------------------------------- ------------------------ R. Sidney Ross, Director Date: - -------------------------------------------- ------------------------ Joe K. Shiver, Director Date: - -------------------------------------------- ------------------------ Curtis A. Summerlin, Director 37 EX-27 2 ARTICLE 9 - FINANCIAL DATA SCHEDULE
9 12-MOS DEC-31-1997 JAN-01-1997 DEC-31-1997 10,749,522 1,014,721 25,540,000 0 53,678,315 3,237,101 3,213,088 234,288,075 4,575,265 342,946,566 298,162,054 6,631,013 2,889,778 6,443,029 0 0 21,732,630 7,088,062 342,946,566 24,281,672 3,633,233 862,334 28,777,239 13,290,972 13,992,362 14,784,877 1,489,417 10,895 10,600,543 5,222,917 3,617,874 0 0 3,617,874 1.66 1.66 5.02 5,773,635 145,000 5,000 0 4,434,867 1,857,304 508,285 4,575,265 4,575,265 0 0
EX-99.A 3 EXHIBIT 99(A) - CONSOLIDATED FINANCIAL STATEMENTS EXHIBIT 99 (a) COLONY BANKCORP, INC. AND SUBSIDIARIES FITZGERALD, GEORGIA CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 1997 AND 1996 AND REPORT OF INDEPENDENT ACCOUNTANTS COLONY BANKCORP, INC. AND SUBSIDIARIES CONTENTS Report of Independent Accountants..............................................1 Consolidated Balance Sheets....................................................2 Consolidated Statements of Income..............................................4 Consolidated Statements of Changes in Stockholders' Equity.....................5 Consolidated Statements of Cash Flows..........................................6 Notes to Consolidated Financial Statements.....................................7 MCNAIR, MCLEMORE, MIDDLEBROOKS & CO., LLP CERTIFIED PUBLIC ACCOUNTANTS A PARTNERSHIP INCLUDING A PROFESSIONAL CORPORATION RALPH S. McLEMORE, SR., C.P.A. (1963-1977) 389 MULBERRY STREET SIDNEY B. McNAIR, C.P.A. (1954-1992) POST OFFICE BOX ONE MACON, GEORGIA 31202 - -------------------------------- (912) 746-6277 SIDNEY E. MIDDLEBROOKS, C.P.A., P.C. FAX (912) 741-8353 RAY C. PEARSON, C.P.A. J. RANDOLPH NICHOLS, C.P.A. 1117 MORNINGSIDE DRIVE WILLIAM H. EPPS, JR., C.P.A. POST OFFICE BOX 1287 RAYMOND A. PIPPIN, JR., C.P.A. PERRY, GA 31069 JERRY A. WOLFE, C.P.A. (912) 987-0947 W. E. BARFIELD, JR., C.P.A. FAX (912) 987-0526 HOWARD S. HOLLEMAN, C.P.A. F. GAY McMICHAEL, C.P.A. RICHARD A. WHITTEN, JR., C.P.A. ELIZABETH WARE HARDIN, C.P.A. CAROLINE E. GRIFFIN, C.P.A. RONNIE K. GILBERT, C.P.A. REPORT OF INDEPENDENT ACCOUNTANTS The Board of Directors and Stockholders Colony Bankcorp, Inc. and Subsidiaries We have audited the accompanying consolidated balance sheets of Colony Bankcorp, Inc. and Subsidiaries as of December 31, 1997 and 1996 and the related consolidated statements of income, changes in stockholders' equity and cash flows for each of the years in the three-year period ended December 31, 1997. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Colony Bankcorp, Inc. and Subsidiaries as of December 31, 1997 and 1996 and the results of operations and cash flows for each of the years in the three-year period ended December 31, 1997 in conformity with generally accepted accounting principles. McNAIR, McLEMORE, MIDDLEBROOKS & CO., LLP Macon, Georgia February 5, 1998 - 1 - COLONY BANKCORP, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31 ASSETS
1997 1996 -------------- -------------- Cash and Balances Due from Depository Institutions $ 11,764,243 $ 13,443,751 Federal Funds Sold 25,540,000 22,740,000 Investment Securities (Aggregate Fair Value of $56,891,403 and $63,327,921 as of December 31, 1997 and 1996, Respectively) 56,915,416 63,377,592 Loans 234,298,902 206,875,747 Allowance for Loan Losses (4,575,265) (4,434,867) Unearned Interest and Fees (10,827) (12,549) ------------- ------------- 229,712,810 202,428,331 Premises and Equipment 9,134,750 6,952,634 Other Real Estate 1,311,070 2,802,806 Other Assets 8,568,277 7,795,108 ------------- ------------- Total Assets $ 342,946,566 $ 319,540,222 ============= =============
The accompanying notes are an integral part of these balance sheets. - 2 - COLONY BANKCORP, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31 LIABILITIES AND STOCKHOLDERS' EQUITY
1997 1996 ------------- -------------- Deposits Noninterest-Bearing $ 27,319,830 $ 28,723,436 Interest-Bearing 270,842,224 256,952,789 ------------- ------------- 298,162,054 285,676,225 Borrowed Money Federal Funds Purchased -- 160,000 Other Borrowed Money 13,074,042 5,495,870 ------------- ------------- 13,074,042 5,655,870 Other Liabilities 2,889,778 2,617,098 Stockholders' Equity Common Stock, Par Value $10 a Share; Authorized 5,000,000 Shares, Issued 2,173,263 and 1,448,842 Shares as of December 31, 1997 and 1996, Respectively 21,732,630 14,488,420 Paid-In Capital 1,137,424 1,137,424 Retained Earnings 6,083,128 10,144,118 Net Unrealized Loss on Securities Available for Sale, Net of Tax Liability of $25,230 in 1997 and $3,195 in 1996 (132,490) (178,933) ------------- ------------- 28,820,692 25,591,029 ------------- ------------- Total Liabilities and Stockholders' Equity $ 342,946,566 $ 319,540,222 ============= =============
The accompanying notes are an integral part of these balance sheets. - 3 - COLONY BANKCORP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31
1997 1996 1995 ----------------- ----------------- ---------------- Interest Income Loans, Including Fees $24,281,672 $22,371,529 $22,048,570 Federal Funds Sold 815,771 863,648 602,877 Deposits with Other Banks 46,563 8,742 45,516 Investment Securities U. S. Treasury 67,895 48,024 96,835 U. S. Government Agencies 3,119,552 2,817,365 2,499,886 State, County and Municipal 324,525 318,497 348,618 Other Investments 71,959 73,622 - Dividends on Other Investments 49,302 23,202 96,878 ----------------- ----------------- ---------------- 28,777,239 26,524,629 25,739,180 ----------------- ----------------- ---------------- Interest Expense Deposits 13,290,972 12,847,850 11,800,129 Federal Funds Purchased 37,787 28,517 36,533 Other Borrowed Money 663,603 281,716 303,021 ----------------- ----------------- ---------------- 13,992,362 13,158,083 12,139,683 ----------------- ----------------- ---------------- Net Interest Income 14,784,877 13,366,546 13,599,497 Provision for Loan Losses 1,489,417 2,194,595 3,246,050 ----------------- ----------------- ---------------- Net Interest Income After Provision for Loan Losses 13,295,460 11,171,951 10,353,447 ----------------- ----------------- ---------------- Noninterest Income Service Charges on Deposits 1,763,676 1,679,895 1,591,913 Other Service Charges, Commissions and Fees 412,372 464,193 154,314 Securities Gains 10,895 41,140 49,167 Other 341,057 463,861 538,208 ----------------- ----------------- ---------------- 2,528,000 2,649,089 2,333,602 ----------------- ----------------- ---------------- Noninterest Expenses Salaries and Employee Benefits 5,450,362 5,009,239 4,628,285 Occupancy and Equipment 1,569,500 1,185,489 1,179,145 Directors' Fees 367,530 335,875 290,750 FDIC Premiums 126,481 274,636 359,212 Legal and Professional Fees 333,836 362,177 406,976 Other Real Estate Expense 383,241 288,377 456,810 Other 2,369,593 2,113,039 2,010,618 ----------------- ----------------- ---------------- 10,600,543 9,568,832 9,331,796 ----------------- ----------------- ---------------- Income Before Income Taxes 5,222,917 4,252,208 3,355,253 Income Taxes 1,605,043 1,318,666 983,128 ----------------- ----------------- ---------------- Net Income $ 3,617,874 $ 2,933,542 $ 2,372,125 ================= ================= ================ Net Income Per Share of Common Stock Basic $ 1.66 $ 1.35 $ 1.15 ================= ================= ================ Diluted $ 1.66 $ 1.35 $ 1.15 ================= ================= ================ Weighted Average Shares Outstanding 2,173,263 2,173,263 2,068,668 ================= ================= ================
The accompanying notes are an integral part of these statements. - 4 - COLONY BANKCORP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
Net Unrealized Gain (Loss) on Securities Shares Common Paid-In Retained Available Outstanding Stock Capital Earnings for Sale Total ----------- ------------ ------------ ------------ ------------ ------------ Balance, December 31, 1994 765,787 $ 7,657,870 $ 1,467,974 $ 10,709,532 $ (1,381,152) $ 18,454,224 Equity Transfer 5,000,000 (5,000,000) -- Issuance of Common Stock 75,000 750,000 750,000 1,500,000 100 Percent Stock Split 608,055 6,080,550 (6,080,550) -- Net Unrealized Gain on Securities Available for Sale, Net of Tax 1,213,351 1,213,351 Dividends Paid (471,917) (471,917) Net Income 2,372,125 2,372,125 ---------- ------------ ------------ ------------ ------------ ------------ Balance, December 31, 1995 1,448,842 14,488,420 1,137,424 7,609,740 (167,801) 23,067,783 Net Unrealized Loss on Securities Available for Sale, Net of Tax (11,132) (11,132) Dividends Paid (399,164) (399,164) Net Income 2,933,542 2,933,542 ---------- ------------ ------------ ------------ ------------ ------------ Balance, December 31, 1996 1,448,842 14,488,420 1,137,424 10,144,118 (178,933) 25,591,029 50 Percent Stock Dividend 724,421 7,244,210 (7,244,210) -- Net Unrealized Gain on Securities Available for Sale, Net of Tax 46,443 46,443 Dividends Paid (434,654) (434,654) Net Income 3,617,874 3,617,874 ---------- ------------ ------------ ------------ ------------ ------------ Balance, December 31, 1997 2,173,263 $ 21,732,630 $ 1,137,424 $ 6,083,128 $ (132,490) $ 28,820,692 ========== ============ ============ ============ ============ ============
The accompanying notes are an integral part of these statements. - 5 - COLONY BANKCORP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31
1997 1996 1995 ------------ ------------ ------------ Cash Flows from Operating Activities Net Income $ 3,617,874 $ 2,933,542 $ 2,372,125 Adjustments to Reconcile Net Income to Net Cash Provided from Operating Activities Depreciation 791,383 561,314 592,641 Amortization and Accretion 4,742 155,951 109,305 Provision for Loan Losses 1,489,417 2,194,595 3,246,050 Deferred Income Taxes (8,490) (179,896) (78,772) Securities Gains (10,895) (41,140) (49,167) (Gain) Loss on Sale of Equipment (21,308) (19,521) 51,734 Loss on Sale of Other Real Estate and Repossessions 9,505 50,149 250,314 Other Real Estate Writedown 200,215 21,440 -- Change In Interest Receivable (614,121) 159,991 (422,070) Prepaid Expenses 32,476 (88,840) (48,354) Interest Payable 114,921 100,413 369,608 Accrued Expenses and Accounts Payable 99,540 302,664 (116,418) Other (146,051) (393,873) 13,379 ------------ ------------ ------------ 5,559,208 5,756,789 6,290,375 ------------ ------------ ------------ Cash Flows from Investing Activities Interest-Bearing Deposits in Other Banks (123,721) (792,000) 1,783,000 Purchase of Investment Securities Available for Sale (25,733,360) (33,797,492) (10,397,162) Proceeds from Sale of Investment Securities Available for Sale 3,941,475 4,010,848 8,758,525 Proceeds from Maturities, Calls and Paydowns of Investment Securities Available for Sale 27,882,652 17,753,150 4,667,539 Held to Maturity 495,832 153,372 654,291 Proceeds from Sale of Equipment 13,917 65,198 55,862 Loans to Customers (30,656,316) (9,626,783) (20,748,449) Purchase of Premises and Equipment (2,966,106) (1,295,639) (499,313) Other Real Estate 3,165,121 955,081 954,242 Cash Surrender Value of Life Insurance (51,278) (40,402) 387,967 ------------ ------------ ------------ (24,031,784) (22,614,667) (14,383,498) ------------ ------------ ------------ Cash Flows from Financing Activities Interest-Bearing Customer Deposits 13,889,434 13,165,052 27,285,204 Noninterest-Bearing Customer Deposits (1,403,605) 865,055 (392,250) Proceeds from Long-Term Borrowing 11,338,110 826,269 -- Dividends Paid (434,654) (399,164) (471,917) Federal Funds Purchased (160,000) 2,000,000 (760,000) Note to Federal Home Loan Bank -- 1,000,000 200,000 Principal Payments on Notes and Debentures (3,759,938) (674,867) (474,866) Proceeds from Issuance of Common Stock -- -- 1,500,000 ------------ ------------ ------------ 19,469,347 16,782,345 26,886,171 ------------ ------------ ------------ Net Increase (Decrease) in Cash and Cash Equivalents 996,771 (75,533) 18,793,048 Cash and Cash Equivalents, Beginning 35,292,751 35,368,284 16,575,236 ------------ ------------ ------------ Cash and Cash Equivalents, Ending $ 36,289,522 $ 35,292,751 $ 35,368,284 ============ ============ ============
The accompanying notes are an integral part of these statements. -6- COLONY BANKCORP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (1) Summary of Significant Accounting Policies Basis of Presentation Colony Bankcorp, Inc. is a multi-bank holding company located in Fitzgerald, Georgia. The consolidated financial statements include the accounts of Colony Bankcorp, Inc. and its wholly-owned subsidiaries, The Bank of Fitzgerald, Fitzgerald, Georgia; Ashburn Bank, Ashburn, Georgia; Bank of Worth, Sylvester, Georgia; The Bank of Dodge County, Eastman, Georgia; Community Bank of Wilcox, Pitts, Georgia; Colony Bank Southeast (formerly Broxton State Bank), Broxton, Georgia; and Colony Management Services, Inc., Fitzgerald, Georgia (the Banks). All significant intercompany accounts have been eliminated in consolidation. The accounting and reporting policies of Colony Bankcorp, Inc. conform to generally accepted accounting principles and practices utilized in the commercial banking industry. Certain reclassifications have been made in the 1995 and 1996 financial statements to conform to the 1997 presentation. In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the balance sheet date and revenues and expenses for the period. Actual results could differ significantly from those estimates. Material estimates that are particularly susceptible to significant change in the near-term relate to the determination of the allowance for loan losses, the valuation of real estate acquired in connection with foreclosures or in satisfaction of loans and the valuation of deferred tax assets. In February 1997, the Financial Accounting Standards Board (FASB) issued Statement No. 128, Earnings Per Share (SFAS 128). SFAS 128 replaced the calculation of primary and fully diluted earnings per share (EPS) with basic and diluted EPS. Unlike primary EPS, basic EPS excludes any dilutive effects of options, warrants and convertible securities. Diluted EPS is very similar to fully diluted EPS. All EPS amounts presented have been restated, as applicable, to conform with the new requirements. In June 1997, the FASB issued Statement No. 130, Reporting Comprehensive Income. The new statement is effective for periods beginning after December 15, 1997 and requires that certain additional information be reported in the financial statements and related notes. Colony will adopt SFAS 130 in the first quarter of 1998. Investment Securities The Company records investment securities under Statement of Financial Accounting Standards No. 115, Accounting for Certain Investments in Debt and Equity Securities. Under the provisions of SFAS 115, the Company must classify its securities as trading, available for sale or held to maturity. Trading securities are purchased and held for sale in the near term. Securities held to maturity are those which the Company has the ability and intent to hold until maturity. All other securities not classified as trading or held to maturity are considered available for sale. -7- (1) Summary of Significant Accounting Policies (Continued) Investment Securities (Continued) Securities available for sale are measured at fair value with unrealized gains and losses reported net of deferred taxes as a separate component of stockholders' equity. Fair value represents an approximation of realizable value as of December 31, 1997 and 1996. Realized and unrealized gains and losses are determined using the specific identification method. Premiums and discounts are recognized in interest income using the interest method over the period to maturity. Loans Loans are generally reported at principal amount less unearned interest and fees. Impaired loans are recorded under SFAS 114, Accounting by Creditors for Impairment of a Loan and SFAS 118, Accounting by Creditors for Impairment of a Loan-Income Recognition and Disclosures. Impaired loans are loans for which principal and interest are unlikely to be collected in accordance with the original loan terms and, generally, represent loans delinquent in excess of 120 days which have been placed on nonaccrual status and for which collateral values are less than outstanding principal and interest. Small balance, homogeneous loans are excluded from impaired loans. Generally, interest payments received on impaired loans are applied to principal. Upon receipt of all loan principal, additional interest payments are recognized as interest income on the cash basis. Other nonaccrual loans are loans for which payments of principal and interest are considered doubtful of collection under original terms but collateral values equal or exceed outstanding principal and interest. Colony Bankcorp, Inc.'s loans consist of commercial, financial and agricultural loans, real estate mortgage loans and consumer loans primarily to individuals and entities located throughout central and south Georgia. Accordingly, the ultimate collectibility of the loans is largely dependent upon economic conditions in the central and south Georgia area. Allowance for Loan Losses The allowance method is used in providing for losses on loans. Accordingly, all loan losses decrease the allowance and all recoveries increase it. The provision for loan losses is based on factors which, in management's judgment, deserve current recognition in estimating possible loan losses. Such factors considered by management include growth and composition of the loan portfolio, economic conditions and the relationship of the allowance for loan losses to outstanding loans. An allowance for loan losses is maintained for all impaired loans. Provisions are made for impaired loans upon changes in expected future cash flows or estimated net realizable value of collateral. When determination is made that impaired loans are wholly or partially uncollectible, the uncollectible portion is charged off. Management believes the allowance for possible loan losses is adequate. While management uses available information to recognize losses on loans, future additions to the allowance may be necessary based on changes in economic conditions. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Company's allowance for loan losses. Such agencies may require the Company to recognize additions to the allowance based on their judgment about information available to them at the time of their examination. -8- (1) Summary of Significant Accounting Policies (Continued) Premises and Equipment Premises and equipment are recorded at acquisition cost net of accumulated depreciation. Depreciation is charged to operations over the estimated useful lives of the assets. The estimated useful lives and methods of depreciation are as follows: Description Life in Years Method - --------------------------- ------------- ------------------ Banking Premises 15-40 Straight-Line and Accelerated Furniture and Equipment 5-10 Straight-Line and Accelerated Expenditures for major renewals and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. When property and equipment are retired or sold, the cost and accumulated depreciation are removed from the respective accounts and any gain or loss is reflected in other income or expense. Cash Flows For reporting cash flows, cash and cash equivalents include cash on hand, noninterest-bearing amounts due from banks and federal funds sold. Cash flows from demand deposits, NOW accounts, savings accounts, loans and certificates of deposit are reported net. Income Taxes Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and consist of taxes currently due plus deferred taxes. Deferred taxes are recognized for differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to depreciable assets (use of different depreciation methods for financial statement and income tax purposes) and allowance for loan losses (use of the allowance method for financial statement purposes and the experience method for tax purposes). The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Other Real Estate Other real estate generally represents real estate acquired through foreclosure and is initially recorded at the lower of cost or estimated market value at the date of acquisition. Losses from the acquisition of property in full or partial satisfaction of debt are recorded as loan losses. Subsequent declines in value, routine holding costs and gains or losses upon disposition are included in other losses. -9- (2) Cash and Balances Due from Depository Institutions Components of cash and balances due from depository institutions are as follows as of December 31: 1997 1996 ----------- ----------- Cash on Hand and Cash Items $ 3,211,247 $ 3,692,074 Noninterest-Bearing Deposits with Other Banks 7,538,275 8,860,677 Interest-Bearing Deposits with Other Banks 1,014,721 891,000 ----------- ----------- $11,764,243 $13,443,751 =========== =========== (3) Investment Securities Investment securities as of December 31, 1997 are summarized as follows:
Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Value ---------------- ----------------- ---------------- ----------------- Securities Available for Sale U.S. Treasury $ 1,074,417 $ 15 $ (2,982) $ 1,071,450 U.S. Government Agencies Mortgage Backed 10,865,944 59,966 (61,944) 10,863,966 Other 33,467,748 40,633 (42,363) 33,466,018 State, County and Municipal 5,327,846 85,451 (4,574) 5,408,723 The Banker's Bank Stock 50,000 - - 50,000 Federal Home Loan Bank Stock 1,869,600 - - 1,869,600 Marketable Equity Securities 1,130,022 - (181,464) 948,558 ---------------- ----------------- ---------------- ----------------- $53,785,577 $186,065 $(293,327) $53,678,315 ================ ================= ================ ================= Securities Held to Maturity U.S. Government Agencies $ 1,649,506 $ - $ (5,597) $ 1,643,909 State, County and Municipal 1,587,595 860 (19,276) 1,569,179 ---------------- ----------------- ---------------- ----------------- $ 3,237,101 $ 860 $ (24,873) $ 3,213,088 ================ ================= ================ =================
-10- (3) Investment Securities (Continued) The amortized cost and fair value of investment securities as of December 31, 1997, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because issuers have the right to call or prepay obligations with or without call or prepayment penalties.
Securities ------------------------------------------------------------------------------------ Available for Sale Held to Maturity ---------------------------------------- -------------------------------------- Amortized Fair Amortized Fair Cost Value Cost Value ----------------- ----------------- ---------------- ---------------- Due in One Year or Less $12,145,568 $12,137,448 $1,609,782 $1,605,798 Due After One Year Through Five Years 24,894,628 24,949,087 1,165,677 1,162,546 Due After Five Years Through Ten Years 2,729,815 2,753,955 - - Due After Ten Years 100,000 105,701 461,642 444,744 ----------------- ----------------- ---------------- ---------------- 39,870,011 39,946,191 3,237,101 3,213,088 Federal Home Loan Bank Stock 1,869,600 1,869,600 - - The Banker's Bank Stock 50,000 50,000 - - Marketable Equity Securities 1,130,022 948,558 - - Mortgage Backed Securities 10,865,944 10,863,966 - - ----------------- ----------------- ---------------- ---------------- $53,785,577 $53,678,315 $3,237,101 $3,213,088 ================= ================= ================ ================
Investment securities as of December 31, 1996 are summarized as follows:
Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Value ---------------- ----------------- ---------------- ----------------- Securities Available for Sale U.S. Treasury $ 499,382 $ (6) $ 499,376 U.S. Government Agencies Mortgage Backed 16,366,676 $ 78,077 (94,219) 16,350,534 Other 35,702,287 31,737 (69,554) 35,664,470 State, County and Municipal 5,383,462 86,185 (22,823) 5,446,824 The Banker's Bank Stock 50,000 50,000 Federal Home Loan Bank Stock 483,000 483,000 Marketable Equity Securities 1,130,021 (185,136) 944,885 ---------------- ----------------- ---------------- ----------------- $59,614,828 $195,999 $(371,738) $ 59,439,089 ================ ================= ================ ================= Securities Held to Maturity U.S. Government Agencies $ 2,148,659 $ (16,312) $ 2,132,347 State, County and Municipal 1,789,844 $ 2,597 (35,956) 1,756,485 ---------------- ----------------- ---------------- ----------------- $ 3,938,503 $ 2,597 $ (52,268) $ 3,888,832 ================ ================= ================ =================
-11- (3) Investment Securities (Continued) Proceeds from sales of investments available for sale were $3,941,475 in 1997, $4,010,848 in 1996 and $8,758,525 in 1995. Gross realized gains totaled $10,895, $41,140 and $49,167 in 1997, 1996 and 1995, respectively. Investment securities having a carrying value approximating $25,563,000 and $27,618,000 as of December 31, 1997 and 1996, respectively, were pledged to secure public deposits and for other purposes. (4) Loans The composition of loans as of December 31 are: 1997 1996 ------------ ------------ Commercial, Financial and Agricultural $ 34,882,730 $ 38,775,940 Real Estate-Construction 2,675,732 881,000 Real Estate-Farmland 21,898,075 25,769,419 Real Estate-Other 117,268,524 88,895,963 Installment Loans to Individuals 42,955,910 44,608,274 All Other Loans 14,617,931 7,945,151 ------------ ------------ $234,298,902 $206,875,747 ============ ============ Nonaccrual loans are loans for which principal and interest are doubtful of collection in accordance with original loan terms and for which accruals of interest have been discontinued due to payment delinquency. Nonaccrual loans totaled $5,773,635 and $7,395,598 as of December 31, 1997 and 1996, respectively. Foregone interest on nonaccrual loans approximated $280,000 in 1997, $693,000 in 1996 and $462,400 in 1995. Colony Bankcorp, Inc. recognizes impaired loans as nonaccrual loans delinquent in excess of 120 days for which collateral values are insufficient to recover outstanding principal and interest under original loan terms. Impaired loan data as of December 31 and for the years then ended follows: 1997 1996 ----------- ----------- Total Investment in Impaired Loans $ 1,292,081 $ 1,350,985 Less Allowance for Impaired Loan Losses (460,703) (419,490) ----------- ----------- Net Investment, December 31 $ 831,378 $ 931,495 =========== =========== Average Investment during the Year $ 1,303,248 $ 1,361,810 =========== =========== Income Recognized during the Year $ 51,147 $ 110,381 =========== =========== Income Collected during the Year $ 51,969 $ 110,381 =========== =========== -12- (5) Allowance for Loan Losses Transactions in the allowance for loan losses are summarized below for the years ended December 31:
1997 1996 1995 ----------- ----------- ----------- Balance, Beginning $ 4,434,867 $ 4,051,243 $ 3,178,811 Provision Charged to Operating Expenses 1,489,417 2,194,595 3,246,050 Loans Charged Off (1,857,304) (2,817,098) (2,906,937) Loan Recoveries 508,285 1,006,127 533,319 ----------- ----------- ----------- Balance, Ending $ 4,575,265 $ 4,434,867 $ 4,051,243 =========== =========== ===========
The allowances for loan losses presented above include allowances for impaired loan losses. Transactions in the allowance for impaired loan losses during 1997, 1996 and 1995 were as follows: 1997 1996 1995 --------- --------- --------- Balance, Beginning $ 419,490 $ 38,696 $ 26,895 Provision Charged to Operating Expenses 50,652 382,716 11,801 Loans Charged Off (9,439) (1,922) -- Loan Recoveries -- -- -- --------- --------- --------- Balance, Ending $ 460,703 $ 419,490 $ 38,696 ========= ========= ========= (6) Premises and Equipment Premises and equipment are comprised of the following as of December 31: 1997 1996 ------------ ------------ Land $ 1,306,197 $ 972,647 Building 6,717,201 5,601,368 Furniture, Fixtures and Equipment 5,937,798 5,150,076 Leasehold Improvements 179,580 30,705 ------------ ------------ 14,140,776 11,754,796 Accumulated Depreciation (5,006,026) (4,802,162) ------------ ------------ $ 9,134,750 $ 6,952,634 ============ ============ Depreciation charged to operations totaled $791,383 in 1997, $561,314 in 1996 and $592,641 in 1995. -13- (6) Premises and Equipment (Continued) Certain Company facilities and equipment are leased under various operating leases. Rental expense approximated $109,800 for 1997, $8,600 for 1996 and $0 for 1995. Future minimum rental payments as of December 31, 1997 are as follows: Year Ending December 31 Amount ----------- -------- 1998 $ 62,249 1999 57,740 2000 54,180 2001 45,644 2002 6,708 -------- $226,521 ======== (7) Income Taxes The Company records income taxes under SFAS No. 109, Accounting for Income Taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually for differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities. The components of income tax expense for the years ended December 31 are as follows: 1997 1996 1995 ----------- ----------- ----------- Current Federal Expense $ 1,520,400 $ 1,459,272 $ 1,069,811 Deferred Federal Benefit (8,490) (177,468) (86,683) ----------- ----------- ----------- Federal Income Tax Expense 1,511,910 1,281,804 983,128 Current State Income Tax Expense 93,133 36,862 -- ----------- ----------- ----------- $ 1,605,043 $ 1,318,666 $ 983,128 =========== =========== =========== -14- (7) Income Taxes (Continued) The federal income tax expense of $1,511,910 in 1997, $1,281,804 in 1996 and $983,128 in 1995 is less than the income taxes computed by applying the federal statutory rate of 34 percent to income before income taxes. The reasons for the differences are as follows:
1997 1996 1995 ----------- ----------- ----------- Statutory Federal Income Taxes $ 1,775,792 $ 1,445,751 $ 1,140,786 Tax-Exempt Interest (132,119) (143,101) (153,441) Interest Expense Disallowance 21,852 21,758 23,058 Premiums on Officers' Life Insurance (17,878) (12,976) (19,688) Meal and Entertainment Disallowance 4,113 3,358 2,551 State Income Taxes (20,956) (29,023) -- Other (118,894) (3,963) (10,138) ----------- ----------- ----------- Actual Federal Income Taxes $ 1,511,910 $ 1,281,804 $ 983,128 =========== =========== =========== Deferred taxes in the accompanying balance sheets as of December 31 include the following: 1997 1996 --------- --------- Deferred Tax Assets Allowance for Loan Losses $ 590,027 $ 511,382 Deferred Compensation 148,264 133,488 Other Real Estate 46,886 61,377 Other -- 4,633 --------- --------- 785,177 710,880 Deferred Tax Liabilities Premises and Equipment (111,330) (45,523) --------- --------- 673,847 665,357 Deferred Tax Liability on Unrealized Securities Losses (25,230) (3,195) --------- --------- $ 648,617 $ 662,162 ========= =========
(8) Deposits Components of interest-bearing deposits as of December 31 are as follows: 1997 1996 ------------ ------------ Interest-Bearing Demand $ 54,770,665 $ 55,296,693 Savings 11,970,722 11,724,296 Time, $100,000 and Over 61,197,459 54,138,600 Other Time 142,903,378 135,793,200 ------------ ------------ $270,842,224 $256,952,789 ============ ============ -15- (8) Deposits (Continued) The aggregate amount of short-term jumbo certificates of deposit, each with a minimum denomination of $100,000, was approximately $51,608,000 and $45,356,000 as of December 31, 1997 and 1996, respectively. As of December 31, 1997, the scheduled maturities of certificates of deposit are as follows: Year Amount ----------------------- -------------- 1998 $167,944,468 1999 21,467,814 2000 6,179,671 2001 2,666,167 2002 and Thereafter 5,842,717 -------------- $204,100,837 ============== (9) Other Borrowed Money Other borrowed money at December 31 is summarized as follows: 1997 1996 -------------- ------------ Federal Home Loan Bank Advances $ 9,800,038 $3,000,000 Debentures Payable 533,734 800,601 AmSouth Note Payable 821,000 1,029,000 First Port City Note Payable 963,072 291,269 The Bankers Bank Note Payable 956,198 375,000 -------------- ------------ $13,074,042 $5,495,870 ============== ============ Advances from the Federal Home Loan Bank (FHLB) have maturities ranging from 1998 to 2002 and interest rates ranging from 5.66 percent to 6.98 percent. Of the balances outstanding at December 31, 1997, $1,000,000 is callable by the FHLB during 1999. Under the Blanket Agreement for Advances and Security Agreement with the FHLB, residential mortgage loans are pledged as collateral for the FHLB advances outstanding. Debentures payable were issued November 28, 1984 for $4,360,000. The debentures are due in annual payments of $266,867 plus variable interest with the unpaid balance due November 1, 1999. Collateral for the outstanding debt consists of 100 percent of the common stock of Ashburn Bank. Effective interest rate at December 31, 1997 was 8.0 percent. -16- (9) Other Borrowed Money (Continued) AmSouth note payable originated on December 20, 1994 for $1,445,000. The debt is due in annual payments of $207,143 plus quarterly interest at variable rates. Collateral consists of 100 percent of the common stock of The Bank of Fitzgerald and The Bank of Worth. Effective interest rate at December 31, 1997 was 8.75 percent. An extension was granted by AmSouth Bank in the fourth quarter of 1997, extending the due date to February 19, 1998. First Port City note payable was renewed on January 30, 1997 with additional funds added for an amount totaling $963,200. Annual principal payments of $96,320 are due with interest paid quarterly at The Wall Street Prime Rate Indicator. The debt is secured by commercial real estate in downtown Fitzgerald, which includes the parent company's facilities. Any unpaid balance is due January 29, 2000. The Bankers Bank note payable originated on September 5, 1997 for $1,000,000 at a rate of The Wall Street Prime minus one half percent. Payments are due monthly with the entire unpaid balance due September 5, 2002. The debt is secured by all furniture, fixtures, machinery, equipment and software of Colony Management Services, Inc. Colony Bankcorp, Inc. guarantees the debt. The aggregate stated maturities of other borrowed money at December 31, 1997 are as follows: Year Amount ------------------- ------------- 1998 $ 6,631,013 1999 2,137,689 2000 931,077 2001 160,645 2002 and Thereafter 3,213,618 ------------- $13,074,042 ============= (10) Profit Sharing Plan The Company has a profit sharing plan that covers substantially all employees who meet certain age and service requirements. It is the Company's policy to make contributions to the plan as approved annually by the board of directors. The total provision for contributions to the plan was $295,452 for 1997, $233,467 for 1996 and $209,745 for 1995. (11) Commitments and Contingencies In the normal course of business, certain commitments and contingencies are incurred which are not reflected in the consolidated financial statements. The Bank had commitments under standby letters of credit to U.S. addressees approximating $825,000 as of December 31, 1997 and $3,128,000 as of December 31, 1996. Unfulfilled loan commitments as of December 31, 1997 and 1996 approximated $30,197,000 and $19,696,000, respectively. No losses are anticipated as a result of commitments and contingencies. -17- (12) Deferred Compensation Plan The Banks have deferred compensation plans covering directors choosing to participate through individual deferred compensation contracts. In accordance with terms of the contracts, the Banks are committed to pay the directors deferred compensation over a period of 10 years, beginning at age 65. In the event of a director's death before age 65, payments are made to the director's named beneficiary over a period of 10 years, beginning on the first day of the month following the death of the director. Liabilities accrued under the plan totaled $436,071 and $392,613 as of December 31, 1997 and 1996, respectively. Benefit payments under the contracts were $33,372 in 1997 and $28,746 in 1996. Provisions charged to operations totaled $76,830 in 1997, $70,400 in 1996 and $69,408 in 1995. (13) Interest Income and Expense Interest income of $286,300, $322,536 and $339,945 from state, county and municipal bonds was exempt from regular income taxes in 1997, 1996 and 1995, respectively. Interest on deposits includes interest expense on time certificates of $100,000 or more totaling $3,358,903, $2,761,374 and $2,846,090 for the years ended December 31, 1997, 1996 and 1995, respectively. (14) Supplemental Cash Flow Information Cash payments for the following were made during the years ended December 31: 1997 1996 1995 ----------- ----------- ----------- Interest Expense $13,874,115 $13,056,999 $11,878,167 =========== =========== =========== Income Taxes $ 1,682,000 $ 1,246,399 $ 1,183,749 =========== =========== =========== Noncash financing and investing activities for the years ended December 31 are as follows: 1997 1996 1995 ---------- ----------- ---------- Acquisitions of Real Estate Through Loan Foreclosures $1,882,418 $ 1,676,239 $1,047,224 ========== =========== ========== Stock Split Effected as Stock Dividend $7,244,210 $ -- $6,080,550 ========== =========== ========== -18- (15) Related Party Transactions The aggregate balance of direct and indirect loans to directors, executive officers or principal holders of equity securities of the Bank was $5,856,393 as of December 31, 1997 and $6,692,036 as of December 31, 1996. All such loans were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and do not involve more than a normal risk of collectibility. A summary of activity of related party loans is shown below: 1997 1996 ------------ ------------ Balance, Beginning $ 6,692,036 $ 9,154,589 New Loans 12,298,024 13,021,619 Repayments (11,804,404) (16,038,215) Transactions Due to Changes in Directors (1,329,263) 554,043 ------------ ------------ Balance, Ending $ 5,856,393 $ 6,692,036 ============ ============ (16) Fair Value of Financial Instruments SFAS No. 107, Disclosures about Fair Value of Financial Instruments, requires disclosure of fair value information about financial instruments, whether or not recognized on the face of the balance sheet, for which it is practicable to estimate that value. The assumptions used in the estimation of the fair value of Colony Bankcorp, Inc. and Subsidiaries' financial instruments are detailed below. Where quoted prices are not available, fair values are based on estimates using discounted cash flows and other valuation techniques. The use of discounted cash flows can be significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. The following disclosures should not be considered a surrogate of the liquidation value of the Company, but rather a good-faith estimate of the increase or decrease in value of financial instruments held by the Company since purchase, origination or issuance. Cash and Short-Term Investments - For cash, due from banks, bank-owned deposits and federal funds sold, the carrying amount is a reasonable estimate of fair value. Investment Securities - Fair values for investment securities are based on quoted market prices. Loans - The fair value of fixed rate loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings. For variable rate loans, the carrying amount is a reasonable estimate of fair value. Deposit Liabilities - The fair value of demand deposits, savings accounts and certain money market deposits is the amount payable on demand at the reporting date. The fair value of fixed maturity certificates of deposit is estimated by discounting the future cash flows using the rates currently offered for deposits of similar remaining maturities. Standby Letters of Credit and Commitments to Extend Credit - Because standby letters of credit and commitments to extend credit are made using variable rates, the contract value is a reasonable estimate of fair value. -19- (16) Fair Value of Financial Instruments (Continued) The carrying amount and estimated fair values of the Company's financial instruments as of December 31 are as follows:
1997 1996 ------------------------------------- ------------------------------------ Carrying Estimated Carrying Estimated Amount Fair Value Amount Fair Value --------------- ----------------- --------------- --------------- (in Thousands) Assets Cash and Short-Term Investments $ 37,304 $ 37,304 $ 36,184 $ 36,184 Investment Securities Available for Sale 53,678 53,678 59,439 59,439 Investment Securities Held to Maturity 3,237 3,213 3,939 3,889 Loans 229,713 235,602 202,428 209,049 Liabilities Deposits 298,162 297,921 285,676 285,669 Borrowed Money 13,074 13,074 5,656 5,656 Unrecognized Financial Instruments Standby Letters of Credit - 825 - 3,128 Commitments to Extend Credit - 30,196 - 19,696
Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company's entire holdings of a particular financial instrument. Because no market exists for a significant portion of the Company's financial instruments, fair value estimates are based on many judgments. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. Fair value estimates are based on existing on and off-balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. Significant assets and liabilities that are not considered financial instruments include deferred income taxes and premises and equipment. In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in the estimates. (17) Regulatory Capital Matters The amount of dividends payable to the parent company from the subsidiary banks is limited by various banking regulatory agencies. The amount of cash dividends available from subsidiaries for payment in 1998 without prior approval from the banking regulatory agencies approximates $2,017,000. Upon approval by regulatory authorities, the banks may pay cash dividends to the parent company in excess of regulatory limitations. -20- (17) Regulatory Capital Matters (Continued) The Company is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and, possibly, additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company must meet specific capital guidelines that involve quantitative measures of the Company's assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The Company's capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Quantitative measures established by regulation to ensure capital adequacy require the Company to maintain minimum amounts and ratios of total and Tier I capital to risk-weighted assets, and of Tier I capital to average assets. The amounts and ratios as defined in regulations are presented hereafter. Management believes, as of December 31, 1997, the Company meets all capital adequacy requirements to which it is subject and is classified as well capitalized under the regulatory framework for prompt corrective action. In the opinion of management, there are no conditions or events since prior notification of capital adequacy from the regulators that have changed the institution's category.
To Be Well Capitalized Under For Capital Prompt Corrective Actual Adequacy Purposes Action Provisions ----------------------------- -------------------------- --------------------------- Amount Ratio Amount Ratio Amount Ratio --------------- ------------ ----------- ---------- ------------- --------- As of December 31, 1997 Total Capital to Risk-Weighted Assets $31,424,000 12.50% $20,111,360 8.00% $25,139,200 0.00% Tier I Capital to Risk-Weighted Assets 28,265,000 11.25 10,049,778 4.00 15,074,667 6.00 Tier I Capital to Average Assets 28,265,000 8.44 13,395,735 4.00 16,744,668 5.00 As of December 31, 1996 Total Capital to Risk-Weighted Assets $27,835,044 12.21% $18,237,539 8.00% 22,796,924 0.00% Tier I Capital to Risk-Weighted Assets 24,966,981 10.96 9,112,037 4.00 13,668,055 6.00 Tier I Capital to Average Assets 24,966,981 7.65 13,054,631 4.00 16,318,288 5.00
-21- (18) Financial Information of Colony Bankcorp, Inc. (Parent Only) The parent company's balance sheets as of December 31, 1997 and 1996 and the related statements of income and cash flows for each of the years in the three-year period then ended are as follows: COLONY BANKCORP, INC. (PARENT ONLY) BALANCE SHEETS DECEMBER 31
ASSETS 1997 1996 -------------- ------------ Cash $ 9,465 $ 60,916 Investment in Subsidiaries, at Equity 29,786,909 26,915,009 Other 1,533,179 978,847 ----------- ----------- Total Assets $31,329,553 $27,954,772 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities Dividends Payable $ 108,663 $ 108,663 Notes and Debentures Payable 2,317,806 2,120,870 Other 82,392 134,210 ----------- ----------- 2,508,861 2,363,743 ----------- ----------- Stockholders' Equity Common Stock, Par Value $10; 5,000,000 Shares Authorized, 2,173,263 and 1,448,842 Shares Issued and Outstanding as of 1997 and 1996, Respectively 21,732,630 14,488,420 Paid-In Capital 1,137,424 1,137,424 Retained Earnings 6,083,128 10,144,118 Net Unrealized Loss on Securities Available for Sale, Net of Tax (132,490) (178,933) ----------- ----------- Total Stockholders' Equity 28,820,692 25,591,029 ----------- ----------- Total Liabilities and Stockholders' Equity $31,329,553 $27,954,772 =========== ===========
-22- (18) Financial Information of Colony Bankcorp, Inc. (Parent Only) (Continued) COLONY BANKCORP, INC. (PARENT ONLY) STATEMENTS OF INCOME FOR THE YEARS ENDED DECEMBER 31
1997 1996 1995 ----------- ----------- ----------- Income Dividends from Subsidiaries $1,371,000 $1,400,000 $1,025,000 Management Fees from Subsidiaries 269,332 506,225 600,492 Data Processing Fees - 396,000 - Other 47,278 17,140 9,874 ----------- ----------- ----------- 1,687,610 2,319,365 1,635,366 ----------- ----------- ----------- Expenses Interest 201,212 182,016 221,901 Amortization 17,951 17,951 17,951 Other 734,425 1,248,270 772,039 ----------- ----------- ----------- 953,588 1,448,237 1,011,891 ----------- ----------- ----------- Income Before Taxes and Equity in Undistributed Earnings of Subsidiaries 734,022 871,128 623,475 Income Tax Benefits 220,138 149,138 120,040 ----------- ----------- ----------- Income Before Equity in Undistributed Earnings of Subsidiaries 954,160 1,020,266 743,515 Equity in Undistributed Earnings of Subsidiaries 2,663,714 1,913,276 1,628,610 ----------- ----------- ----------- Net Income $3,617,874 $2,933,542 $2,372,125 =========== =========== ===========
-23- (18) Financial Information of Colony Bankcorp, Inc. (Parent Only) (Continued) COLONY BANKCORP, INC. (PARENT ONLY) STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31
1997 1996 1995 ------------------- ------------------ ------------------ Cash Flows from Operating Activities Net Income $ 3,617,874 $ 2,933,542 $ 2,372,125 Adjustments to Reconcile Net Income to Net Cash Provided from Operating Activities Depreciation and Amortization 55,267 42,611 32,664 Equity in Undistributed Earnings of Subsidiary (2,663,714) (1,913,276) (1,628,610) Other (4,794) (167,813) (49,441) ------------------- ------------------ ------------------ 1,004,633 895,064 726,738 ------------------- ------------------ ------------------ Cash Flows from Investing Activities Capital Infusion in Subsidiary - (500) (1,350,000) Purchases of Premises and Equipment (818,366) (343,451) (6,801) ------------------- ------------------ ------------------ (818,366) (343,951) (1,356,801) ------------------- ------------------ ------------------ Cash Flows from Financing Activities Dividends Paid (434,654) (399,164) (370,457) Proceeds from Issuance of Common Stock - - 1,500,000 Principal Payments on Notes and Debentures (766,136) (474,867) (474,866) Proceeds from Notes and Debentures 963,072 291,269 - ------------------- ------------------ ------------------ (237,718) (582,762) 654,677 ------------------- ------------------ ------------------ Increase (Decrease) in Cash and Cash Equivalents (51,451) (31,649) 24,614 Cash and Cash Equivalents, Beginning 60,916 92,565 67,951 ------------------- ------------------ ------------------ Cash and Cash Equivalents, Ending $ 9,465 $ 60,916 $ 92,565 =================== ================== ==================
(19) Common Stock Split On May 16, 1995, the board of directors approved a 100 percent stock split to be effected on July 1, 1995 in the form of a dividend to stockholders of record on June 30, 1995. On February 18, 1997, a 50 percent stock split effected on July 1, 1997 in the form of a dividend was approved by the board. Weighted average shares and per share data for all periods presented in the accompanying consolidated financial statements and related notes have been retroactively restated to reflect the additional shares outstanding resulting from the stock split. -24- (20) Business Combinations On November 30, 1996, the Company acquired Broxton State Bank in a business combination accounted for as a pooling of interests. Broxton State Bank became a wholly-owned subsidiary of the Company through the exchange of 157,732 shares of the Company's common stock for all of the outstanding stock of Broxton State Bank. The accompanying financial statements for 1996 are based on the assumption that the companies were combined for the full year, and the 1995 financial statements have been restated to give effect to the combination. Summarized results of operations of the separate companies for the period from January 1, 1996 through November 30, 1996, the date of acquisition, are as follows:
Colony Bankcorp, Inc. and Subsidiaries Broxton State Bank --------------------------------- ----------------------------- Net Interest Income $11,302,001 $ 875,029 ================================= ============================= Provision for Loan Losses 1,877,210 25,000 ================================= ============================= Noninterest Income 3,223,829 194,455 ================================= ============================= Noninterest Expense 8,855,474 830,903 ================================= ============================= Net Income 2,596,845 173,806 ================================= =============================
The summarized assets and liabilities of the separate companies on November 30, 1996, the date of acquisition, were as follows:
Colony Bankcorp, Inc. and Subsidiaries Broxton State Bank --------------------------- ---------------------- Cash and Due from Banks $ 37,202,098 $ 1,070,820 Investment Securities 53,356,287 8,463,744 Loans, Net 189,391,798 12,311,331 Premises and Equipment 5,939,136 577,568 Other Assets 10,098,812 582,113 --------------------------- ---------------------- 295,988,131 23,005,576 Deposits (266,221,662) (20,596,034) Other Liabilities (6,417,960) (204,451) --------------------------- ---------------------- $ 23,348,509 $ 2,205,091 =========================== ======================
-25- (20) Business Combinations (Continued) Following is a reconciliation of the amounts of net interest income and net income previously reported for 1995 with restated amounts: Year Ended December 31, 1995 ------------- Net Interest Income and Other Income Colony Bankcorp, Inc. and Subsidiaries, As Previously Reported $14,700,164 Broxton State Bank 1,232,935 ----------- As Restated $15,933,099 =========== Net Income Colony Bankcorp, Inc. and Subsidiaries, As Previously Reported $ 2,140,520 Broxton State Bank 231,605 ----------- As Restated $ 2,372,125 =========== No significant intercompany transactions occurred between the Company and Broxton State Bank prior to the pooling of interests that would affect prior operations. There was no change in accounting policies or reporting periods as a result of the pooling of interests. (21) Legal Contingencies In the ordinary course of business, there are various legal proceedings pending against Colony and its subsidiaries. The aggregate liabilities, if any, arising from such proceedings would not, in the opinion of management, have a material adverse effect on Colony's consolidated financial position. -26- -----END PRIVACY-ENHANCED MESSAGE-----