8-K

UNITED STATES SECURITIES AND EXCHANGE

COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 9, 2004

COLONY BANKCORP, INC.

(Exact name of registrant as specified in its charter)

Georgia	000-12436	58-1492391
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer I.D. No.)

115 South Grant Street, Fitzgerald, Georgia 31750

(Address of principal executive offices)

(229) 426-6000

(Registrant’s Telephone Number, including area code)

N/A

(Former name or former address, if changed since last report)

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits.

99.1 Press Release dated January 9, 2004

Item 9. Regulation FD Disclosure

On January 9, 2004, Colony Bankcorp, Inc. issued a press release announcing fourth quarter 2003 operating results. The press release is attached as Exhibit 99.1 to this Form 8-K. This information is provided under Item 12 of Form 8-K. The information in this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	COLONY BANKCORP, INC.
Date: January 9, 2004	By:    /s/ Terry L. Hester
	Terry L. Hester Executive Vice President and Chief Financial Officer

EX-99.1

EXHIBIT 99.1

NEWS RELEASE

FOR IMMEDIATE RELEASE

Date:   January 9, 2004 9:00 A.M. (ET)

Contact:   Terry L. Hester

  Chief Financial Officer

  (229) 426-6002

Colony Bankcorp, Inc. Announces Fourth Quarter Results

FITZGERALD, GA., January 9, 2004 —- Colony Bankcorp, Inc. (Nasdaq: CBAN), today reported record quarterly net income of $1,787,000 for the fourth quarter of 2003, up 38.53% from fourth quarter 2002 net income of $1,290,000. On a per share split-adjusted basis, net income was $0.31, up 34.78% from fourth quarter 2002 net income per share of $0.23. Annualized return on assets for the quarter was 0.84% and return on equity excluding FASB 115 accounting effect was 12.92%, compared to 0.67% and 10.32% in the fourth quarter of 2002, respectively. A primary focus of our 2003 business plan was net interest margin improvement, which improved to 3.81% for fourth quarter 2003 compared to 3.54% for the same period a year ago.

Net income for calendar year 2003 was $6,816,000 compared to $5,752,000 for calendar year 2002 or an increase of 18.50%. Diluted earnings per share for 2003 was $1.19 per share compared to $1.03 per share for the same year ago period or an increase of 15.53%. Annualized return on assets for 2003 was 0.83% and return on equity excluding FASB 115 accounting effect was 12.79%, compared to 0.81% and 12.22% for the same year ago period, respectively. Net interest margin reflected a slight improvement to 3.74% for 2003 compared to 3.67% for the same year ago period.

Asset growth continued to be good as Colony surpassed $868 million in total assets during the quarter. Total assets increased 11.07% to $868,083,000 on December 31, 2003 from $781,535,000 a year ago. Net loans increased 14.39% to $645,660,000 on December 31, 2003 from $564,452,000 a year ago. Total deposits increased 10.19% to $732,317,000 on December 31, 2003 from $664,594,000 a year ago. Shareholders’ equity on December 31, 2003 was $55,976,000 and equaled 6.45% of total assets.

The ratio of non-performing assets to loans and other real estate on December 31, 2003 was 1.55% as compared to 1.61% on December 31, 2002. The fourth quarter and year-to-date 2003 provisions for loan losses were $1,133,000 and $4,060,000, respectively, compared to $681,000 and $2,820,000, respectively, for the same periods in 2002. Net charge-offs for the quarter were 0.06% of average loans, down from 0.10% for the fourth quarter of 2002, while net charge-offs for the twelve months ended December 31, 2003 were 0.47% of average loans, up from 0.39% for the same period a year ago. The loan loss reserve on December 31, 2003 was 1.30% of total loans, which provided coverage of 113.99% of nonperforming loans and 83.53% of nonperforming assets, compared to 93.59% and 79.83% on December 31, 2002, respectively.

During the quarter the board of directors increased the quarterly cash dividend to $0.0725 per share compared to $0.07 per share in the third quarter of 2003 and to the split-adjusted cash dividend of $0.06 per share in the fourth quarter of 2002. Split-adjusted cash dividends paid per share in 2003 total $0.2705 compared to split-adjusted dividends per share in 2002 of $0.22, or an increase of 22.95%.

Also announced during the quarter was the signing of a letter of intent between Colony Bankcorp and Flag Financial Corporation’s subsidiary, Flag Bank, for the purchase of Flag Bank’s Thomaston branch. Under the terms of the agreement, Colony Bankcorp will acquire all of the assets, including fixed assets, and assume the deposits of the branch facility. The Thomaston branch has approximately $37 million in deposits and $20 million in loans outstanding.

Colony Bankcorp, Inc. is a multi-bank holding company headquartered in Fitzgerald, Georgia that consists of the following subsidiaries: Colony Bank of Fitzgerald, Colony Bank Wilcox, Colony Bank Ashburn, Colony Bank of Dodge County, Colony Bank Worth, Colony Bank Southeast, Colony Bank Quitman, FSB, Georgia First Mortgage Company and Colony Management Services, Inc. The Company conducts a general full service commercial, consumer and mortgage banking business through twenty-two offices located in the South Georgia cities of Fitzgerald, Warner Robins, Ashburn, Leesburg, Cordele, Albany, Sylvester, Tifton, Moultrie, Douglas, Broxton, Eastman, Chester, Soperton, Rochelle, Pitts, Quitman and Valdosta, Georgia.

Colony Bankcorp, Inc. Common Stock is quoted on the Nasdaq National Market under the symbol “CBAN”.

The preceding release contains statements that constitute “forward-looking statements” within the meaning of Section 27 A of the Securities Act of 1933, as amended, and Section 21 E of the Securities Exchange Act of 1934, as amended. The words “believe,” “estimate,” “expect,” “intend,” “anticipate,” and similar expressions and variations thereof identify certain of such forward-looking statements, which speak only as of the dates which they were made. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those indicated in the forward-looking statements as a result of various factors. Readers are cautioned not to place undue reliance on these forward-looking statements.

COLONY BANKCORP, INC.

FINANCIAL HIGHLIGHTS (UNAUDITED)

DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA

	QUARTER ENDED				YEAR-TO-DATE
EARNINGS SUMMARY	12/31/03		12/31/02		12/31/03			12/31/02*
Net Interest Income	$	7,640	$	6,378	$	28,757		$	24,281
Provision for Loan Losses		1,133		681		4,060			2,820
Non-interest Income		1,521		1,292		6,280	(2)		5,863	(2)
Non-interest Expense		5,392		5,119		20,769			18,731
Income Taxes		849		580		3,392			2,841
Net Income		1,787		1,290		6,816			5,752
Operating Income		1,787		1,290		6,572			5,095
	QUARTER ENDED				YEAR-TO-DATE
PER SHARE SUMMARY	12/31/03		12/31/02		12/31/03			12/31/02
Common Shares Outstanding**		5,727,968		5,716,540		5,727,968			5,716,540
Weighted Average Diluted Shares**		5,731,600		5,710,137		5,721,070			5,609,884
Net Income Per Weighted Average Diluted Shares**	$	0.31	$	0.23	$	1.19		$	1.03
Operating Income Per Weighted Average Diluted Shares **	$	0.31	$	0.23	$	1.15		$	0.91
Dividends Declared Per Share**	$	0.0725	$	0.06	$	0.2705		$	0.22

	QUARTER ENDED						YEAR-TO-DATE
OPERATING RATIOS (1)	12/31/03			12/31/02			12/31/03		12/31/02
Net Interest Margin (a)		3.81	%		3.54	%	3.74	%	3.67	%
Return on Average Assets Based on Net Income		0.84	%		0.67	%	0.83	%	0.81	%
Return on Average Assets Based on Operating Income		0.84	%		0.67	%	0.80	%	0.72	%
Return on Average Equity Based on Net Income		12.92	%		10.32	%	12.79	%	12.22	%
Return on Average Equity Based on Operating Income		12.92	%		10.32	%	12.33	%	10.82	%
Efficiency (b)		58.42	%		66.09	%	59.46	%	63.61	%
	QUARTER ENDED
ENDING BALANCES	12/31/03			12/31/02
Total Assets	$	868,083		$	781,535
Loans Held for Sale		1,677			6,910
Loans, Net of Reserves		645,660			564,452
Allowance for Loan Losses		8,516			7,364
Intangible Assets		691			847
Deposits		732,317			664,594
Stockholders’ Equity		55,976			51,428
Book Value Per Share**	$	9.77		$	9.00
Tangible Book Value Per Share**	$	9.65		$	8.85
Shareholders’ Equity to Total Assets		6.45	%		6.58	%

(1) Annualized.

(2) Includes gain on sale of securities of $369 for YTD 2003 and $995 for YTD 2002.

(a) Computed using fully taxable-equivalent net income.

(b) Computed by dividing non-interest expense by the sum of fully taxable-equivalent net interest income and non-interest income and excluding any security gains/losses.

* December 31, 2002 YTD earnings summary does not include first quarter 2002 results of Colony Bank Quitman, FSB as the acquisition was consummated on March 29, 2002.

** All per share data has been adjusted to reflect 5-for-4 stock split effected as a 25% stock dividend as of September 1, 2003.

COLONY BANKCORP, INC

FINANCIAL HIGHLIGHTS (UNAUDITED)

DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA

	QUARTER ENDED				YEAR-TO-DATE
AVERAGE BALANCES	12/31/03		12/31/02		12/31/03		12/31/02
Total Assets	$	851,796	$	766,674	$	816,666	$	707,631
Loans, Net of Reserves		645,752		564,253		622,223		520,648
Deposits		717,717		656,257		688,624		603,783
Stockholders’ Equity		55,310		50,784		53,843		47,910

	QUARTER ENDED						YEAR-TO-DATE
ASSET QUALITY	12/31/03			12/31/02			12/31/03			12/31/02
Nonperforming Loans	$	7,471		$	7,868		$	7,471		$	7,868
Nonperforming Assets		10,195			9,225			10,195			9,225
Net Loan Chg-offs (Recoveries)		366			594			2,908			2,067
Reserve for Loan Loss to Gross Loans		1.30	%		1.29	%		1.30	%		1.29	%
Reserve for Loan Loss to Non-performing Loans		113.99	%		93.59	%		113.99	%		93.59	%
Reserve for Loan Loss to Non-performing Assets		83.53	%		79.83	%		83.53	%		79.83	%
Net Loan Chg-offs (Recoveries) to Avg. Gross Loans		0.06	%		0.10	%		0.47	%		0.39	%
Nonperforming Loans to Gross Loans		1.14	%		1.38	%		1.14	%		1.38	%
Nonperforming Assets to Total Assets		1.17	%		1.18	%		1.17	%		1.18	%
Nonperforming Assets to Loans and Other Real Estate		1.55	%		1.61	%		1.55	%		1.61	%

Quarterly Comparative Data (in thousands, except per share data)

	4Q2003		3Q2003		2Q2003		1Q2003		4Q2002
Assets	$	868,083	$	831,384	$	819,757	$	801,843	$	781,535
Loans		645,660		642,969		623,356		594,230		564,452
Deposits		732,317		697,805		688,641		673,671		664,594
Equity		55,976		54,449		54,055		52,484		51,428
Net Income		1,787		1,719		1,665		1,645		1,290
Net Income Per Share*		0.31		0.30		0.29		0.29		0.23
Dividends Declared Per Share*		0.0725		0.07		0.068		0.06		0.06

*All per share data has been adjusted to reflect 5-for-4 stock split effected as a 25% stock dividend on September 1, 2003.

Key Performance Ratios	4Q2003	3Q2003	2Q2003	1Q2003	4Q2002
Return on Assets	0.84%	0.83%	0.83%	0.84%	0.67%
Return on Equity*	12.92%	12.75%	12.65%	12.85%	10.32%
Equity/Assets	6.45%	6.55%	6.60%	6.55%	6.59%
Net Interest Margin	3.81%	3.83%	3.71%	3.63%	3.54%

*Excludes FASB 115 Accounting Effect

Consolidated Balance Sheets Colony Bankcorp, Inc.

(in thousands)

	December 31, 2003			December 31, 2002
	(unaudited)			(audited)
ASSETS
Cash and Balances Due from Depository Institutions	$	33,970		$	35,883
Federal Funds Sold		37,368			47,993
Investment Securities
Available for Sale, at Fair Value		110,328			90,289
Held for Maturity, at Cost (Fair Value of $80 and $118, Respectively)		80			118
		110,408			90,407
Federal Home Loan Bank Stock, at Cost		3,000			2,837
Loans Held for Sale		1,677			6,910
Loans		654,209			571,817
Allowance for Loan Losses		(8,516	)		(7,364	)
Unearned Interest and Fees		(33	)		(1	)
		645,660			564,452
Premises and Equipment		17,571			17,329
Other Real Estate		2,724			1,357
Goodwill		448			448
Intangible Assets		243			399
Other Assets		15,014			13,520
Total Assets	$	868,083		$	781,535
LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits
Noninterest-Bearing	$	64,048		$	51,534
Interest-Bearing		668,269			613,060
		732,317			664,594
Borrowed Money		61,184			46,427
Subordinated Debentures		14,434			14,434
Other Liabilities		4,172			4,652
Stockholders’ Equity
Common Stock, Par Value $1, Authorized 20,000,000 Shares, Issued 5,727,968 and 4,573,232 Shares as of December 31, 2003 and December 31, 2002, Respectively		5,728			4,573
Paid in Capital		23,499			23,358
Retained Earnings		26,857			22,742
Restricted Stock—  Unearned Compensation		(130	)		(78	)
Accumulated Other Comprehensive Income, Net of Taxes		22			833
		55,976			51,428
Total Liabilities and Stockholders’ Equity	$	868,083		$	781,535

Consolidated Statements of Income Colony Bankcorp, Inc.

(in thousands except per share data)

	Three Months Ended				Twelve Months Ended
	12/31/03		12/31/02		12/31/03		12/31/02
	(unaudited)		(audited)		(unaudited)		(audited)
Interest Income
Loans, including fees	$	10,850	$	10,696	$	43,515	$	41,054
Federal Funds Sold		85		172		359		483
Deposits with Other Banks		32		47		152		164
Investment Securities
U.S. Treasury & Federal Agencies		720		660		2,263		3,130
State, County and Municipal		65		81		305		344
Other Investments		83		148		423		944
Dividends on Other Investments		24		32		122		139
Other Interest Income		8		7		33		32
		11,867		11,843		47,172		46,290
Interest Expense
Deposits		3,470		4,822		15,465		19,582
Federal Funds Purchased		0		0		1		3
Borrowed Money		586		522		2,263		2,027
Subordinated Debentures		171		121		686		397
		4,227		5,465		18,415		22,009
Net Interest Income		7,640		6,378		28,757		24,281
Provision for Loan Losses		1,133		681		4,060		2,820
Net Interest Income After Provisions for Loan Losses		6,507		5,697		24,697		21,461
Noninterest Income
Service Charges on Deposits		1,043		827		3,821		3,324
Other Service Charges, Commissions & Fees		225		99		1,025		690
Security Gains, net		0		0		369		995
Other Income		253		366		1,065		854
		1,521		1,292		6,280		5,863
Noninterest Expense
Salaries and Employee Benefits		2,772		2,758		11,186		10,200
Occupancy and Equipment		788		906		3,189		3,078
Other Operating Expenses		1,832		1,455		6,394		5,453
		5,392		5,119		20,769		18,731
Income Before Income Taxes		2,636		1,870		10,208		8,593
Income Taxes		849		580		3,392		2,841
Net Income	$	1,787	$	1,290	$	6,816	$	5,752
Net Income Per Share of Common Stock
Basic	$	0.31	$	0.23	$	1.20	$	1.03
Diluted	$	0.31	$	0.23	$	1.19	$	1.03
Weighted Average Basic Shares Outstanding		5,701,540		5,694,978		5,701,540		5,594,562
Weighted Average Diluted Shares Outstanding		5,731,600		5,710,137		5,721,070		5,609,884

All per share data has been adjusted to reflect a 5-for-4 stock split effected as a 25% stock dividend on September 1, 2003.