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): April 11, 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 April 11, 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 April 11, 2005, Colony Bankcorp, Inc. issued a press release announcing the results of its first quarter 2005 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 April 11, 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: April 11, 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:	April 11, 2005  8:00 A.M. (ET)
Contact:	Terry L. Hester
	Chief Financial Officer
	(229) 426-6002

Colony Bankcorp, Inc. Announces First Quarter Results

FITZGERALD, GA., April 11, 2005 — Colony Bankcorp, Inc. (Nasdaq: CBAN), today reported record quarterly net income of $2,174,000 for the first quarter of 2005, up 12.94 percent from first quarter 2004 net income of $1,925,000. Diluted earnings per share for the first quarter of 2005 was $0.38 per share compared to $0.34 per share for the same year ago period or an increase of 11.76 percent. Annualized return on assets for the quarter was 0.87 percent and return on equity excluding FASB 115 accounting effect was 13.76 percent, compared to 0.87 percent and 13.61 percent for the same year ago period, respectively. Net interest margin had a slight decrease to 3.77 percent for first quarter 2005 compared to 3.82 percent for the same year ago period.

Total assets increased 7.90 percent to $995,826,000 on March 31, 2005 from $922,893,000 a year ago. Net loans increased 14.44 percent to $788,232,000 on March 31, 2005 from $688,793,000 a year ago. Total deposits increased 7.55 percent to $845,753,000 on March 31, 2005 from $786,351,000 a year ago. Shareholders’ equity on March 31, 2005 was $62,784,000 and equaled 6.30 percent of total assets.

The ratio of non-performing assets to loans and other real estate on March 31, 2005 was 1.37 percent as compared to 1.42 percent on March 31, 2004 and 1.27 percent on December 31, 2004. The first quarter provisions for loan losses were $808,000 compared to $980,000 for the same period in 2004. Net charge-offs for the quarter were 0.08% of average loans, up from 0.06 percent for the first quarter of 2004. The loan loss reserve of $10,171,000 on March 31, 2005 was 1.27 percent of total loans, which provided coverage of 107.20 percent of non-performing loans and 92.62 percent of non-performing assets, compared to 137.13 percent and 91.36 percent on March 31, 2004, respectively.

During the quarter the board of directors increased the quarterly cash dividend to $0.085 per share compared to $0.0825 per share in the fourth quarter of 2004 and to the cash dividend of $0.075 per share in the first quarter of 2004. The first quarter dividend payment represents an increase of 13.33% over the dividend payment in first quarter 2004.

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 and South 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
EARNINGS SUMMARY	03/31/05		03/31/04		03/31/05		03/31/04
Net Interest Income	$	8,852	$	7,908	$	8,852	$	7,908
Provision for Loan Losses		808		980		808		980
Non-interest Income		1,627		1,545		1,627		1,545
Non-interest Expense		6,309		5,528		6,309		5,528
Income Taxes		1,188		1,020		1,188		1,020
Net Income		2,174		1,925		2,174		1,925
Operating Income		2,174		1,925		2,174		1,925
	QUARTER ENDED				YEAR-TO-DATE
PER SHARE SUMMARY	03/31/05		03/31/04		03/31/05		03/31/04
Common Shares Outstanding		5,748,068		5,738,343		5,748,068		5,738,343
Weighted Average Diluted Shares		5,732,221		5,712,080		5,732,221		5,712,080
Net Income Per Weighted Average Diluted Shares	$	0.38	$	0.34	$	0.38	$	0.34
Operating Income Per Weighted Average Diluted Shares	$	0.38	$	0.34	$	0.38	$	0.34
Dividends Declared Per Share	$	0.085	$	0.075	$	0.085	$	0.075

	QUARTER ENDED				YEAR-TO-DATE
OPERATING RATIOS (1)	03/31/05		03/31/04		03/31/05		03/31/04
Net Interest Margin (a)	3.77	%	3.82	%	3.77	%	3.82	%
Return on Average Assets Based on Net Income	0.87	%	0.87	%	0.87	%	0.87	%
Return on Average Assets Based on Operating Income	0.87	%	0.87	%	0.87	%	0.87	%
Return on Average Equity Based on Net Income(b)	13.76	%	13.61	%	13.76	%	13.61	%
Return on Average Equity Based on Operating Income(b)	13.76	%	13.61	%	13.76	%	13.61	%
Efficiency (c)	59.90	%	58.03	%	59.90	%	58.03	%

	QUARTER ENDED
ENDING BALANCES	03/31/05			03/31/04
Total Assets	$	995,826		$	922,893
Loans Held for Sale		0			1,911
Loans, Net of Reserves		788,232			688,793
Allowance for Loan Losses		10,171			9,082
Intangible Assets		3,008			3,142
Deposits		845,753			786,351
Stockholders’ Equity		62,784			57,968
Book Value Per Share	$	10.92		$	10.10
Tangible Book Value Per Share	$	10.40		$	9.56
Shareholders’ Equity to Total Assets		6.30	%		6.28	%

(1) Annualized.

(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
AVERAGE BALANCES	03/31/05		03/31/04		03/31/05		03/31/04
Total Assets	$	997,324	$	881,257	$	997,324	$	881,257
Loans, Net of Reserves		773,920		660,526		773,920		660,526
Deposits		849,537		744,359		849,537		744,359
Stockholders’ Equity		62,462		57,015		62,462		57,015

	QUARTER ENDED						YEAR-TO-DATE
ASSET QUALITY	03/31/05			03/31/04			03/31/05			03/31/04
Nonperforming Loans	$	9,488		$	6,623		$	9,488		$	6,623
Nonperforming Assets		10,981			9,941			10,981			9,941
Net Loan Chg-offs (Recoveries)		649			414			649			414
Reserve for Loan Loss to Gross Loans		1.27	%		1.30	%		1.27	%		1.30	%
Reserve for Loan Loss to Non- performing Loans		107.20	%		137.13	%		107.20	%		137.13	%
Reserve for Loan Loss to Non- performing Assets		92.62	%		91.36	%		92.62	%		91.36	%
Net Loan Chg-offs (Recoveries) to Avg. Gross Loans		0.08	%		0.06	%		0.08	%		0.06	%
Nonperforming Loans to Gross Loans		1.19	%		0.95	%		1.19	%		0.95	%
Nonperforming Assets to Total Assets		1.10	%		1.08	%		1.10	%		1.08	%
Nonperforming Assets to Loans and Other Real Estate		1.37	%		1.42	%		1.37	%		1.42	%

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

	1Q2005			4Q2004			3Q2004			2Q2004			1Q2004
Assets	$	995,826		$	997,286		$	971,278		$	936,997		$	922,893
Loans		788,232			768,632			767,214			734,799			688,793
Deposits		845,753			850,325			824,509			790,682			786,351
Equity		62,784			61,763			60,528			58,015			57,968
Net Income		2,174			2,080			2,057			2,007			1,925
Net Income Per Share		0.38			0.36			0.36			0.35			0.34
Dividends Declared Per Share		0.085			0.0825			0.08			0.0775			0.075
Key Performance Ratios	1Q2005			4Q2004			3Q2004			2Q2004			1Q2004
Return on Assets		0.87	%		0.84	%		0.86	%		0.87	%		0.87	%
Return on Equity*		13.76	%		13.47	%		13.71	%		13.80	%		13.61	%
Equity/Assets		6.30	%		6.19	%		6.23	%		6.19	%		6.28	%
Net Interest Margin		3.77	%		3.77	%		3.82	%		3.82	%		3.82	%

* Excludes FASB 115 Accounting Effect

Consolidated Balance Sheets Colony Bankcorp, Inc.

(in thousands)

	March 31, 2005			March 31, 2004
	(unaudited)			(unaudited)
ASSETS
Cash and Cash Equivalents
Cash and Due from Banks	$	18,280		$	19,428
Federal Funds Sold		24,547			44,544
		42,827			63,972
Interest-Bearing Deposits		2,451			9,446
Investment Securities
Available for Sale, at Fair Value		113,808			114,715
Held for Maturity, at Cost (Fair Value of $83 and $91, Respectively)		83			91
		113,891			114,806
Federal Home Loan Bank Stock, at Cost		4,742			3,030
Loans Held for Sale		0			1,911
Loans		798,437			697,909
Allowance for Loan Losses		(10,171	)		(9,082	)
Unearned Interest and Fees		(34	)		(34	)
		788,232			688,793
Premises and Equipment		22,143			20,251
Other Real Estate		1,493			3,318
Goodwill		2,412			2,392
Intangible Assets		596			750
Other Assets		17,039			14,224
Total Assets	$	995,826		$	922,893
LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits
Noninterest-Bearing	$	64,310		$	66,484
Interest-Bearing		781,443			719,867
		845,753			786,351
Borrowed Money
Subordinated Debentures		19,074			14,434
Federal Funds Purchased		1,000			0
Other Borrowed Money		61,393			59,124
		81,467			73,558
Other Liabilities		5,822			5,016
Stockholders’ Equity
Common Stock, Par Value $1, Authorized 20,000,000 Shares, Issued 5,748,068 and 5,738,343 Shares as of March 31, 2005 and March 31, 2004, Respectively		5,748			5,738
Paid in Capital		24,054			23,713
Retained Earnings		34,805			28,352
Restricted Stock- Unearned Compensation		(509	)		(327	)
Accumulated Other Comprehensive Income, Net of Taxes		(1,314	)		492
		62,784			57,968
Total Liabilities and Stockholders’ Equity	$	995,826		$	922,893

Consolidated Statements of Income Colony Bankcorp, Inc.

(in thousands except per share data)

	Quarter Three Months Ended				Year-to-Date Three Months Ended
	03/31/05		03/31/04		03/31/05		03/31/04
	(unaudited)		(unaudited)		(unaudited)		(audited)
Interest Income
Loans, including fees	$	12,974	$	10,970	$	12,974	$	10,970
Federal Funds Sold		235		84		235		84
Deposits with Other Banks		17		26		17		26
Investment Securities
U.S. Treasury & Federal Agencies		868		844		868		844
State, County and Municipal		54		86		54		86
Corporate Obligations		30		84		30		84
Dividends on Other Investments		34		34		34		34
		14,212		12,128		14,212		12,128
Interest Expense
Deposits		4,484		3,432		4,484		3,432
Federal Funds Purchased		0		0		0		0
Borrowed Money		596		619		596		619
Subordinated Debentures		280		169		280		169
		5,360		4,220		5,360		4,220
Net Interest Income		8,852		7,908		8,852		7,908
Provision for Loan Losses		808		980		808		980
Net Interest Income After Provisions for Loan Losses		8,044		6,928		8,044		6,928
Noninterest Income
Service Charges on Deposits		930		993		930		993
Mortgage Banking Income		99		223		99		223
Security Gains (Losses), net		0		0		0		0
Other Income		598		329		598		329
		1,627		1,545		1,627		1,545
Noninterest Expense
Salaries and Employee Benefits		3,322		3,019		3,322		3,019
Occupancy and Equipment		900		797		900		797
Other Operating Expenses		2,087		1,712		2,087		1,712
		6,309		5,528		6,309		5,528
Income Before Income Taxes		3,362		2,945		3,362		2,945
Income Taxes		1,188		1,020		1,188		1,020
Net Income	$	2,174	$	1,925	$	2,174	$	1,925
Net Income Per Share of Common Stock
Basic	$	0.38	$	0.34	$	0.38	$	0.34
Diluted	$	0.38	$	0.34	$	0.38	$	0.34
Weighted Average Basic Shares Outstanding		5,715,343		5,695,614		5,715,343		5,695,614
Weighted Average Diluted Shares Outstanding		5,732,221		5,712,080		5,732,221		5,712,080