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 14, 2005

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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

On January 14, 2005, Colony Bankcorp, Inc. issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

On January 14, 2005, Colony Bankcorp, Inc. issued a press release announcing the results of its fourth quarter 2004 operations. The press release is attached as Exhibit 99.1 to this Form 8-K. This information is provided under Item 2.02 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.

Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits.

99.1    Press Release dated January 14, 2005

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 14, 2005	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 14, 2005 8:00 A.M. (ET)
Contact:	Terry L. Hester
	Chief Financial Officer
	(229) 426-6002

Colony Bankcorp, Inc. Announces Fourth Quarter Results

FITZGERALD, GA., January 14, 2005 — Colony Bankcorp, Inc. (Nasdaq: CBAN), today reported record net income of $8,069,000 for calendar year 2004, up 18.4% from 2003 net income of $6,816,000. Diluted earnings per share for 2004 was $1.41 per share compared to $1.19 per share for the same year ago period or an increase of 18.5%. Annualized return on assets for 2004 was 0.86% and return on equity excluding FASB 115 accounting effect was 13.64%, compared to 0.83% and 12.79% for the same year ago period, respectively. Net interest margin improved to 3.81% for 2004 compared to 3.65% for the same year ago period.

Net income for the three months ended December 31, 2004 was $2,080,000 or $0.36 per share as compared to $1,787,000 or $0.31 per share for the same period a year ago. Diluted earnings per share reflect an increase of 16.13% from a year ago. Annualized return on assets for the three months ended December 31, 2004 was 0.84% and return on equity excluding FASB 115 accounting effect was 13.47%, compared to 0.84% and 12.92% for the three months ended December 31, 2003, respectively.

Asset growth continued to be good as Colony surpassed $997 million in total assets during the quarter. Total assets increased 14.81% to $997,286,000 on December 31, 2004 from $868,606,000 a year ago. Net loans increased 19.05% to $768,632,000 on December 31, 2004 from $645,661,000 a year ago. Total deposits increased 16.11% to $850,325,000 on December 31, 2004 from $732,318,000 a year ago. Shareholders’ equity on December 31, 2004 was $61,763,000 and equaled 6.19% of total assets.

The ratio of non-performing assets to loans and other real estate on December 31, 2004 was 1.27% as compared to 1.55% on December 31, 2003. During the quarter the company reduced other real estate by $2.013 million, primarily on the sale of a real estate development that the company had foreclosed on during third quarter 2003. Though the company realized a loss of approximately $372 thousand on the sale, due to current market conditions it was deemed prudent by company management to dispose of the property as this had been a non-performing asset for approximately three years. The fourth quarter provisions for loan losses were $760,000 compared to $1,133,000 for the same period in 2003, while year to date provisions for loan losses were $3,469,000 and $4,060,000 for 2004 and 2003, respectively. Net charge-offs for the quarter were 0.11% of average loans, up from 0.06% for the fourth quarter of 2003 and net charge-offs for 2004 were 0.27%, down from 0.47% for the same period a year ago. The loan loss reserve on December 31, 2004 was 1.29% of total loans, which provided coverage of 113.66% of non-performing loans and 100.76% of non-performing assets, compared to 113.99% and 83.53% on December 31, 2003, respectively.

During the quarter the board of directors increased the quarterly cash dividend to $0.0825 per share compared to $0.08 per share in the third quarter of 2004 and to the cash dividend of $0.0725 per share in the fourth quarter of 2003. The fourth quarter dividend payment represents an increase of 13.79% over the dividend payment in fourth quarter 2003.

Also during the quarter, the board of directors named Al D. Ross President and Chief Operating Officer. The position of Chief Operating Officer is a new position. Mr. Ross has been the Chief Credit Officer during the last three years and will retain that responsibility along with being President and CEO of Colony Bank Southeast and Chairman of Georgia First Mortgage Company.

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-seven offices located in the Central, South, West and Coastal Georgia cities of Fitzgerald, Warner Robins, Ashburn, Leesburg, Cordele, Albany, Thomaston, Columbus, Sylvester, Tifton, Moultrie, Douglas, Broxton, Savannah, 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”.

Certain statements contained in the preceding release that are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”), notwithstanding that such statements are not specifically identified. In addition, certain statements may be contained in the Company’s future filings with the SEC, in press releases, and in oral and written statements made by or with the approval of the Company that are not statements of historical fact and constitute forward-looking statements within the meaning of the Act. Examples of forward-looking statements include, but are not limited to: (i) projections of revenues, income or loss, earnings or loss per share, the payment or nonpayment of dividends, capital structure and other financial items; (ii) statement of plans and objectives of Colony Bankcorp, Inc. or its management or Board of Directors, including those relating to products or services; (iii) statements of future economic performance; and (iv) statements of assumptions underlying such statements. Words such as “believes”, “anticipates”, “expects”, “intends”, “targeted” and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.

Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those in such statements. Forward-looking statements speak only as of the date on which such statements are made. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events. 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
	12/31/04		12/31/03		12/31/04			12/31/03
EARNINGS SUMMARY
Net Interest Income	$	8,779	$	7,562	$	33,547		$	28,036
Provision for Loan Losses		760		1,133		3,469			4,060
Non-interest Income		1,644		1,623		6,393	(2)		7,096	(2)
Non-interest Expense		6,506		5,416		24,240			20,864
Income Taxes		1,077		849		4,162			3,392
Net Income		2,080		1,787		8,069			6,816
Operating Income		2,080		1,787		8,089			6,572

	QUARTER ENDED						YEAR-TO-DATE
	12/31/04			12/31/03			12/31/04			12/31/03
PER SHARE SUMMARY
Common Shares Outstanding		5,738,343			5,727,968			5,738,343			5,727,968
Weighted Average Diluted Shares		5,731,335			5,731,600			5,726,106			5,721,070
Net Income Per Weighted Average Diluted Shares	$	0.36		$	0.31		$	1.41		$	1.19
Operating Income Per Weighted Average Diluted Shares	$	0.36		$	0.31		$	1.41		$	1.15
Dividends Declared Per Share	$	0.0825		$	0.0725		$	0.315		$	0.2705
	QUARTER ENDED						YEAR-TO-DATE
	12/31/04			12/31/03			12/31/04			12/31/03
OPERATING RATIOS (1)
Net Interest Margin (a)		3.77	%		3.76	%		3.81	%		3.65	%
Return on Average Assets Based on Net Income		0.84	%		0.84	%		0.86	%		0.83	%
Return on Average Assets Based on Operating Income		0.84	%		0.84	%		0.86	%		0.80	%
Return on Average Equity Based on Net Income(b)		13.47	%		12.92	%		13.64	%		12.79	%
Return on Average Equity Based on Operating Income(b)		13.47	%		12.92	%		13.68	%		12.33	%
Efficiency (c)		62.08	%		58.56	%		60.25	%		59.57	%

	QUARTER ENDED
	12/31/04			12/31/03
ENDING BALANCES
Total Assets	$	997,286		$	868,606
Loans Held for Sale		1,191			1,677
Loans, Net of Reserves		768,632			645,661
Allowance for Loan Losses		10,012			8,516
Intangible Assets		3,047			691
Deposits		850,325			732,318
Stockholders’ Equity		61,763			55,976
Book Value Per Share	$	10.76		$	9.77
Tangible Book Value Per Share	$	10.23		$	9.65
Shareholders’ Equity to Total Assets		6.19	%		6.44	%

(1) Annualized.

(2) Includes gain(loss) on sale of securities of ($31) for YTD 2004 and $369 for YTD 2003.

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

(b) Excludes FASB 115 accounting effect

(c) 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.

COLONY BANKCORP, INC

FINANCIAL HIGHLIGHTS (UNAUDITED)

DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA

	QUARTER ENDED						YEAR-TO-DATE
	12/31/04			12/31/03			12/31/04			12/31/03
AVERAGE BALANCES
Total Assets	$	990,246		$	851,796		$	938,283		$	816,666
Loans, Net of Reserves		768,862			645,752			723,182			622,223
Deposits		842,643			717,717			795,505			688,624
Stockholders’ Equity		61,447			55,310			59,038			53,843
	QUARTER ENDED						YEAR-TO-DATE
	12/31/04			12/31/03			12/31/04			12/31/03
ASSET QUALITY
Nonperforming Loans	$	8,809		$	7,471		$	8,809		$	7,471
Nonperforming Assets		9,936			10,195			9,936			10,195
Net Loan Chg-offs (Recoveries)		862			366			1,973			2,908
Reserve for Loan Loss to Gross Loans		1.29	%		1.30	%		1.29	%		1.30	%
Reserve for Loan Loss to Non-performing Loans		113.66	%		113.99	%		113.66	%		113.99	%
Reserve for Loan Loss to Non-performing Assets		100.76	%		83.53	%		100.76	%		83.53	%
Net Loan Chg-offs (Recoveries) to Avg. Gross Loans		0.11	%		0.06	%		0.27	%		0.47	%
Nonperforming Loans to Gross Loans		1.13	%		1.14	%		1.13	%		1.14	%
Nonperforming Assets to Total Assets		1.00	%		1.17	%		1.00	%		1.17	%
Nonperforming Assets to Loans and Other Real Estate		1.27	%		1.55	%		1.27	%		1.55	%

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

	4Q2004			3Q2004			2Q2004			1Q2004			4Q2003
Assets	$	997,286		$	971,278		$	936,997		$	922,908		$	868,606
Loans		768,632			767,214			734,799			688,793			645,661
Deposits		850,325			824,509			790,682			786,351			732,318
Equity		61,763			60,528			58,015			57,983			55,976
Net Income		2,080			2,057			2,007			1,925			1,787
Net Income Per Share		0.36			0.36			0.35			0.34			0.31
Dividends Declared Per Share		0.0825			0.08			0.0775			0.075			0.0725
	4Q2004			3Q2004			2Q2004			1Q2004			4Q2003
Key Performance Ratios
Return on Assets		0.84	%		0.86	%		0.87	%		0.87	%		0.84	%
Return on Equity*		13.47	%		13.71	%		13.80	%		13.61	%		12.92	%
Equity/Assets		6.19	%		6.23	%		6.19	%		6.28	%		6.44	%
Net Interest Margin		3.77	%		3.82	%		3.82	%		3.82	%		3.76	%

* Excludes FASB 115 Accounting Effect

Consolidated Balance Sheets Colony Bankcorp, Inc.

(in thousands)

	December 31, 2004			December 31, 2003
	(unaudited)			(audited)
ASSETS
Cash and Balances Due from Depository Institutions	$	20,952		$	22,356
Interest-Bearing Deposits		3,229			11,615
Federal Funds Sold		43,995			37,368
Investment Securities
Available for Sale, at Fair Value		112,512			110,328
Held for Maturity, at Cost (Fair Value of $89 and $88, Respectively)		81			80
		112,593			110,408
Federal Home Loan Bank Stock, at Cost		4,479			3,000
Loans Held for Sale		1,191			1,677
Loans		778,681			654,210
Allowance for Loan Losses		(10,012	)		(8,516	)
Unearned Interest and Fees		(37	)		(33	)
		768,632			645,661
Premises and Equipment		21,824			17,571
Other Real Estate		1,126			2,724
Goodwill		2,412			448
Intangible Assets		635			243
Other Assets		16,218			15,535
Total Assets	$	997,286		$	868,606
LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits
Noninterest-Bearing	$	68,168		$	64,043
Interest-Bearing		782,157			668,275
		850,325			732,318
Borrowed Money
Subordinated Debentures		19,074			14,434
Federal Funds Purchased		0			0
Other Borrowed Money		61,450			61,184
		80,524			75,618
Other Liabilities		4,674			4,694
Stockholders’ Equity
Common Stock, Par Value $1, Authorized 20,000,000 Shares, Issued 5,738,343 and 5,727,968 Shares as of December 31, 2004 and December 31, 2003, Respectively		5,738			5,728
Paid in Capital		23,713			23,499
Retained Earnings		33,119			26,857
Restricted Stock- Unearned Compensation		(210	)		(130	)
Accumulated Other Comprehensive Income, Net of Taxes		(597	)		22
		61,763			55,976
Total Liabilities and Stockholders’ Equity	$	997,286		$	868,606

Consolidated Statements of Income Colony Bankcorp, Inc.

(in thousands except per share data)

	Quarter Three Months Ended				Year-to-Date Twelve Months Ended
	12/31/04		12/31/03		12/31/04			12/31/03
	(unaudited)		(unaudited)		(unaudited)			(audited)
Interest Income
Loans, including fees	$	12,740	$	10,748	$	47,503		$	42,794
Federal Funds Sold		192		85		419			359
Deposits with Other Banks		16		32		75			152
Investment Securities
U.S. Treasury & Federal Agencies		847		720		3,288			2,263
State, County and Municipal		55		65		284			305
Other Investments		30		115		252			455
Dividends on Other Investments		30		24		109			123
		13,910		11,789		51,930			46,451
Interest Expense
Deposits		4,301		3,470		15,174			15,465
Federal Funds Purchased		1		0		5			1
Borrowed Money		573		586		2,366			2,263
Subordinated Debentures		256		171		838			686
		5,131		4,227		18,383			18,415
Net Interest Income		8,779		7,562		33,547			28,036
Provision for Loan Losses		760		1,133		3,469			4,060
Net Interest Income After Provisions for Loan Losses		8,019		6,429		30,078			23,976
Noninterest Income
Service Charges on Deposits		1,063		1,043		4,233			3,821
Mortgage Banking Income		161		295		984			1,998
Security Gains (Losses), net		0		0		(31	)		369
Other Income		420		285		1,207			908
		1,644		1,623		6,393			7,096
Noninterest Expense
Salaries and Employee Benefits		3,161		2,772		12,594			11,186
Occupancy and Equipment		925		788		3,531			3,189
Other Operating Expenses		2,420		1,856		8,115			6,489
		6,506		5,416		24,240			20,864
Income Before Income Taxes		3,157		2,636		12,231			10,208
Income Taxes		1,077		849		4,162			3,392
Net Income	$	2,080	$	1,787	$	8,069		$	6,816
Net Income Per Share of Common Stock
Basic	$	0.36	$	0.31	$	1.41		$	1.20
Diluted	$	0.36	$	0.31	$	1.41		$	1.19
Weighted Average Basic Shares Outstanding		5,707,843		5,701,540		5,704,822			5,701,540
Weighted Average Diluted Shares Outstanding		5,731,335		5,731,600		5,726,106			5,721,070