GB&T Bancshares, Inc. Reports First Quarter 2004 Net Income of $2.2 Million, Up 30.3%

Declares Cash Dividend of $0.095 Per Share, an Increase Of 5.6%


GAINESVILLE, Ga., April 20, 2004 (PRIMEZONE) -- GB&T Bancshares, Inc. (Nasdaq:GBTB), a fast-growing multi-bank holding company comprised of five Georgia community banks and a north Georgia consumer finance company, reported first quarter 2004 net income of $2.2 million, or $0.32 per diluted share, compared to $1.7 million, or $0.31 per diluted share, for the prior-year first quarter. Earnings reflect strong revenue growth derived from both net interest income and non-interest income sources. Benefiting from its most recent acquisition as well as organic growth, the Company experienced year-over-year loan and deposit growth of $161.6 million and $158.0 million, respectively, representing increases of 28.7 percent and 26.3 percent above prior year first quarter performance. The quarterly per share comparison reflects a 25.7 percent increase in average diluted shares outstanding to 6,942,879 as a result of the 1,397,584 shares issued for the acquisition of First National Bank of the South ($127 million in assets), which closed August 29, 2003.

At a meeting held April 19, 2004, the Board of Directors of GB&T Bancshares declared a cash dividend of $0.095 per share on the Company's common stock. This represents an increase of $0.005, or 5.6 percent above the prior quarter. The newly-declared dividend is payable on May 14, 2004 to shareholders of record as of the close of business on May 3, 2004.

The annualized returns on average assets ("ROA") and average equity ("ROE") for the first quarter of 2004 were 0.93 percent and 9.14 percent, respectively, compared with 0.94 percent and 11.28 percent for the first quarter of 2003.

Richard A. Hunt, President and CEO, commented, "We are pleased that earnings growth has benefited from our active acquisition strategy, as well as from a dynamic economy that provides ample opportunity for organic growth. Since first quarter last year, assets grew 28.5 percent, of which 11.8 percent was organic. Both Hall and Paulding Counties, home to our two largest banks, were named in the top 100 fastest-growing counties in the U.S. according to the most recent census. The Atlanta area and Georgia continue to lead the nation in the pace of economic recovery, and Georgia remains one of the top states in which to do business. These factors should continue to favorably impact organic growth going forward."

"This quarter was an exciting one for our company. Our focus on building infrastructure has enabled us to take advantage of acquisition opportunities as they present themselves. We entered into agreements to acquire $118 million asset Southern Heritage Bancorp, which is located in Hall County, and $72 million asset Lumpkin County Bank in Lumpkin County. Both acquisitions, which are subject to shareholder and regulatory approval, are logical extensions to our markets. Southern Heritage Bancorp will expand our presence in growing southern Hall County. Lumpkin County, which is contiguous to Hall, will give us the number two deposit market share in that growing North Georgia county. These transactions are expected to close mid-year 2004; at that point, GB&T Bancshares' assets will exceed $1.1 billion."

Total revenue, defined as net interest income and non-interest income, was $11.8 million for the first quarter of 2004, an increase of 26.1 percent over the $9.3 million reported in the prior-year period. Net interest income rose 27.0 percent to $8.9 million, reflecting a 26.9 percent increase in average earning assets, partially offset by a 3 basis point decline in the net interest margin, to 4.11 percent. The pressure on the margin in the first quarter was caused by stronger than expected loan demand and higher funding costs. Mr. Hunt noted, "We are pleased to manage through this rate environment and maintain our margin at this level."

Non-interest income for the first quarter of 2004 was $2.9 million, an increase of 23.3 percent above the prior-year period. Excluding gains on the sale of securities, non-interest income increased 13.4 percent. The majority of the increase was derived from higher service charges on deposit accounts, up 27.7 percent, and growth in other income, up 20.2 percent. The higher deposit service charges are the result of the HomeTown Bank and First National Bank of the South acquisitions plus organic growth. Non-interest income represents 22.9 percent of operating revenue.

Non-interest expense for the first quarter of 2004 was $8.3 million, an increase of 22.7 percent above the first quarter of 2003. Salaries and employee benefits, the largest component of expense growth, increased 19.6 percent, reflecting a 24.4 percent increase in FTE staff, as well as merit and benefits increases. GB&T Bancshares' efficiency ratio was 72.45 percent for the first quarter of 2004 compared to 72.96 percent for the prior-year period. According to Mr. Hunt, "We have increased our holding company staff to manage the recent and pending acquisition activity. The soon-to-be-consummated in-market mergers with Southern Heritage and Lumpkin County Bank will provide opportunities to enhance efficiencies going forward, and should allow us to make progress in reaching our mid-60's efficiency goal."

Asset quality has improved significantly, with net charge-offs of $6,000, or 0.003 percent, compared to $0.5 million, or 0.29 percent, in the preceding quarter, and $0.3 million, or 0.23 percent, for the year-ago quarter. Non-performing assets are stable as a percent of the growing loan portfolio. For the first quarter of 2004, non-performing assets were $6.1 million, equivalent to 0.62 percent of assets, compared to $5.7 million, or 0.60 percent of fourth quarter 2004 assets, and $5.8 million, or 0.77 percent of assets, twelve months ago.

Total assets were $974.2 million at March 31, 2004, an increase of $216.3 million, or 28.5 percent from twelve months ago. The FNB acquisition accounted for $127 million, or 16.7 percent, of the increase, while $89.3 million of the asset growth, or 11.8 percent, was organic. Loans rose $161.6 million, or 28.7 percent, to $724.3 million. Total deposits increased $158.0 million, or 26.3 percent, to $758.2 million.

Shareholders' equity at March 31, 2004 was $99.3 million, a twelve-month increase of $37.7 million, or 61.0 percent, primarily reflecting the impact of the FNB acquisition and earnings for the period. Equity was 10.20 percent of period-end assets. GB&T Bancshares had 6,822,098 shares of common stock outstanding at quarter-end.

About GB&T Bancshares, Inc.

Based in Gainesville, Georgia, GB&T Bancshares, Inc. is a multi-bank holding company operating five community banks: Gainesville Bank & Trust, United Bank & Trust, Community Trust Bank, HomeTown Bank of Villa Rica, and First National Bank of the South. In addition, the Company owns a consumer finance company, Community Loan Company, with eight offices located in Northern Georgia. As of March 31, 2004, GB&T Bancshares had assets of $974.2 million, with 20 branches located in high-growth Georgia markets. GB&T Bancshares' common stock is listed on the Nasdaq National Market under the symbol "GBTB." Please visit our website www.gbt.com for additional information about the company.

Forward-Looking Statements

Some of the statements in this press release, including, without limitation, statements regarding our proposed acquisitions, projected growth in the counties in which we operate, our efficiency, loan loss reserves, net interest margin, revenue growth and other statements regarding our future results of operations are "forward-looking statements" within the meaning of the federal securities laws. In addition, when we use words like "anticipate", "believe", "intend", "expect", "estimate", "could", "should", "will", and similar expressions, you should consider them as identifying forward-looking statements, although we may use other phrasing. These forward-looking statements involve risks and uncertainties and are based on our current beliefs and assumptions. Factors that may cause actual results to differ materially from those expressed or implied by such forward-looking statements include, among others, the following possibilities: (1) competitive pressures among depository and other financial institutions may increase significantly; (2) changes in the interest rate environment may reduce margins or the volumes or values of loans held or made by us; (3) general economic conditions may be less favorable than expected (both generally and in our markets), resulting in, among other things, a deterioration in credit quality and/or a reduction in demand for credit; (4) economic, governmental or other factors may prevent the projected population and commercial growth in the counties in which we operate; (5) we may be unable to obtain required shareholder or regulatory approval for our proposed acquisitions, (6) legislative or regulatory changes, including changes in accounting standards, may adversely affect the businesses in which we are engaged; (7) costs or difficulties related to the integration of our businesses may be greater than expected; (8) deposit attrition, customer loss or revenue loss following the acquisitions may be greater than expected; (9) competitors may have greater financial resources and develop products that enable such competitors to compete more successfully than us; and (10) adverse changes may occur in the equity markets. Many of these factors are beyond our ability to control or predict, and readers are cautioned not to put undue reliance on such forward-looking statements. We disclaim any obligation to update or revise any forward-looking statements contained in this release.

GB&T will be filing registration statements on Form S-4 and other documents with the Securities and Exchange Commission (the "SEC") in connection with the acquisitions of Southern Heritage Bancorp and Lumpkin County Bank. One registration statement will contain a prospectus of GB&T relating to the common stock to be issued in the acquisition of Southern Heritage Bancorp and a proxy statement of Southern Heritage Bancorp relating to the acquisition, while the other registration statement will contain a prospectus of GB&T relating to the common stock to be issued in the acquisition of Lumpkin County Bank and a proxy statement of Lumpkin County Bank relating to the acquisition. Investors and shareholders are urged to read the respective proxy statement/prospectuses and any other relevant documents filed with the SEC when they become available because they will contain important information. Investors and shareholders will be able to receive the respective proxy statement/prospectuses and other documents filed by GB&T free of charge at the SEC's web site, www.sec.gov or from GB&T Bancshares, Inc. at 500 Jesse Jewell Parkway, S.E., Gainesville, Georgia 30501.

GB&T and its directors and executive officers and Southern Heritage Bancorp and its directors and executive officers will be participants in the solicitation of proxies in connection with the acquisition of Southern Heritage. In addition, GB&T and its directors and executive officers and Lumpkin County Bank and its directors and executive officers will be participants in the solicitation of proxies in connection with the acquisition of Lumpkin County Bank. Information about the directors and executive officers of GB&T and their ownership of GB&T stock will be set forth in the respective proxy statement/prospectuses. Investors may obtain additional information regarding the interests of such participants by reading the respective proxy statement/prospectuses when they become available.

Contact: Gregory L. Hamby, EVP and CFO, +1-678-450-3369, or ghamby@gbt.com, or W. Michael Banks, Senior Vice President, +1-678-450-3480, or mbanks@gbt.com, both of GB&T Bancshares, Inc.



                         G B & T Bancshares Inc.
                   CONSOLIDATED FINANCIAL HIGHLIGHTS
                                (Unaudited)
 ----------------------------------------------------------------------
                                                           
                        1st Qtr  4th Qtr  3rd Qtr  2nd Qtr  1st Qtr
 (dollars in
 thousands
  except per 
  share data)            2004      2003     2003     2003     2003
 ----------------------------------------------------------------------

 EARNINGS
  Net interest
    income            $   8,886    9,301    7,865    7,341    6,997
  Provision for 
   loan loss          $     284      155      861      176      214
  Other income        $   2,899    2,660    2,524    2,392    2,352
  Other expense       $   8,348    8,282    7,319    7,291    6,801
  Net income          $   2,230    2,803    1,478    1,733    1,711
  Non-recurring 
   income (gain on 
   sale of 
   securities) 
   after-tax          $       0        0        0        0        0
  Non-recurring 
   expense (loss on 
   sale of building) 
   after-tax          $       0        0        0      196        0
  Operating income    $   2,230    2,803    1,478    1,929    1,711

 PER SHARE DATA                                               
  Basic earnings 
   per share          $    0.33     0.41     0.25     0.32     0.32
  Diluted earnings 
   per share          $    0.32     0.40     0.24     0.31     0.31
  Operating diluted 
   earnings per
    share             $    0.32     0.40     0.24     0.35     0.31
  Book value per 
   share              $   14.56    14.25    14.01    11.75    11.49
  Tangible book 
   value per 
   share              $    9.74     9.39     9.59     9.99     9.72
  Cash dividend 
   per share          $   0.090    0.090    0.090    0.090    0.085

 PERFORMANCE RATIOS
  Return on average
   assets                  0.93%    1.18%    0.72%    0.92%    0.94%
  Return on average
   equity                  9.14%   11.62%    7.94%   11.08%   11.28%
  Net interest margin      4.11%    4.32%    4.18%    4.24%    4.14%
  Other expense / 
   Average assets          3.49%    3.47%    3.58%    3.89%    3.73%
  Efficiency Ratio        72.45%   70.58%   70.98%   72.03%   72.96%
  Other income/Total 
    operating revenue     22.88%   20.73%   23.72%   24.19%   24.93%

 MARKET DATA
  Market value per 
   share -- Period 
   end                $   28.15    23.63    22.26    24.57    19.36
  Market as a % 
   of book                 1.93     1.66     1.59     2.09     1.68
  Cash dividend 
   yield                   1.28%    1.52%    1.62%    1.47%    1.76%
  Common stock 
   dividend payout 
   ratio                 28.13%   22.50%    37.50%   29.03%   27.42%
  Period-end common 
   shares outstanding
   (000)                  6,822    6,794    6,792    5,391    5,365
  Common stock market 
   capitalization 
   ($Millions)        $  192.04   160.55   151.20   132.45   103.88

 CAPITAL & LIQUIDITY
  Equity to assets        10.20%   10.26%   10.35%    8.35%    8.14%
  Period-end tangible 
   equity to assets        7.06%    7.00%    7.33%    7.19%    6.97%
  Total risk-based 
   capital ratio          11.78%   11.80%   12.34%   12.84%   12.51%
  Average loans to 
   deposits               97.39%   95.63%   96.00%   94.25%   95.49%

 ASSET QUALITY
   Net charge-offs    $       6      508      157       87      314
  (Ann.) Net loan 
   charge-offs/ 
   Average loans          0.003%    0.29%    0.10%    0.06%    0.23%
  Non-performing 
   loans              $   2,951    3,333    4,849    3,332    4,110
  OREOs               $   2,053    1,868    1,279    1,171    1,263
  90-day past dues    $   1,053      509      750      597      449
   NPAs + 90 day past 
   due/ Total assets       0.62%    0.60%    0.75%    0.67%   0.77%
   Allowance for loan 
    losses/ Total 
    loans                  1.24%    1.23%    1.33%    1.33%    1.32%
   Allowance for loan 
    losses/NPA's + 
    90 days past due     148.65%  152.82%  132.00%  147.59%  127.76%

 END OF PERIOD BALANCES
  Total loans,
   net of 
   unearned fees      $ 724,282  709,958  685,098  565,055  562,682
  Total assets        $ 974,213  944,278  919,228  758,048  757,953
  Deposits            $ 758,178  728,629  712,289  605,063  600,204
  Stockholders' 
   equity             $  99,327   96,843   95,172   63,325   61,676
  Full-time
   equivalent 
   employees                388      380      365      330      312

 AVERAGE BALANCES
  Loans               $ 720,063  700,662  611,294  564,210  555,727
  Total earning 
   assets             $ 869,253  854,205  747,089  694,728  685,075
  Total assets        $ 960,962  945,785  811,516  751,953  738,743
  Deposits            $ 739,353  732,672  636,735  598,642  581,985
  Stockholders' 
   equity             $  98,137   95,701   73,868   62,739   61,507


 
                       GB&T Bancshares, Inc.
           Condensed Consolidated Statement of Condition

                                           3/31/2004      3/31/2003
 Assets (in thousands):                    (Unaudited)    (Unaudited)

 Cash and due from banks                     $ 18,237      $ 18,217
 Interest-bearing deposits 
   in banks                                       546         2,332
 Federal funds sold                            16,306        29,590
                                           ----------    ---------- 
      Total cash and equivalents               35,089        50,139
                                           ----------    ---------- 

 Securities available-for-sale, 
  at fair value                               137,249       104,811
 Restricted equity securities                   4,763         3,784
                                           ----------    ---------- 
     Total securities                         142,012       108,595
                                           ----------    ---------- 

 Loans                                        724,282       562,682
 Allowance for loan losses                      9,004         7,438
                                           ----------    ---------- 
    Loans, net                                715,278       555,244
                                           ----------    ---------- 

 Premises and equipment                        25,950        20,734
 Goodwill and intangible assets                32,909         9,509
 Other assets                                  22,975        13,732
                                           ----------    ---------- 
      Total assets                           $974,213     $ 757,953
                                           ==========    ==========


 Liabilities and Stockholders' 
  Equity (in thousands):

 Deposits

    Non interest-bearing                     $ 86,797      $ 66,830
    Interest-bearing                          671,381       533,374
                                           ----------    ---------- 
      Total deposits                          758,178       600,204
                                           ----------    ---------- 
 Federal funds purchased 
   and securities sold
   under repurchase 
   agreements                                  11,973        14,351
 Federal Home Loan 
   Bank advances                               77,580        61,619
 Other borrowings                               1,330           231
 Other liabilities                             10,361         4,872
 Company guaranteed trust 
  preferred securities                         15,464        15,000
                                           ----------    ---------- 
      Total liabilities                       874,886       696,277
                                           ----------    ---------- 
 Stockholders' equity:

 Capital stock                                 68,280        35,688
 Retained earnings                             30,012        24,386
 Accumulated other 
  comprehensive income (loss)                   1,035         1,602
                                           ----------    ---------- 
    Total stockholders' equity                 99,327        61,676
                                           ----------    ---------- 
      Total liabilities 
      and stockholders' equity             $  974,213     $ 757,953
                                           ==========    ==========



        
               GB&T BANCSHARES, INC. AND SUBSIDIARIES
                 Consolidated Statements of Income
                            (Unaudited)
                                        

                                           Three months ended
                                                 March 31,
                                          2004             2003
                                     -------------------------------
                                         (amounts in thousands, 
                                          except per share data)
 Interest income:
   Loans, including fees                $11,645          $9,738
   Investment securities:
     Taxable                                985             985
     Nontaxable                             184             168
   Federal funds sold                        27              54
   Interest-bearing 
    deposits in banks                         1              11
                                        -------         -------
       Total interest income             12,842          10,956
                                        -------         -------

 Interest expense:
   Deposits                               2,903           2,977
   Federal funds purchased 
    and securities sold
    under repurchase 
    agreements                               48              41
   Federal Home Loan Bank
    advances                                800             728
   Other borrowings                         205             213
                                        -------         -------
       Total interest expense             3,956           3,959
                                        -------         -------


       Net interest income                8,886           6,997

 Provision for loan losses                  284             214
                                        -------         -------

       Net interest income
        after Provision   
        for loan losses                   8,602           6,783
                                        -------         -------

  Other income:
   Service charges on
    deposit accounts                      1,394           1,092
   Mortgage origination 
    fees                                    460             557
   Insurance commissions                    144             144
   Gain on sale of 
    securities                              263              28
   Other operating income                   638             531
                                        -------         -------
       Total other income                 2,899           2,352
                                        -------         -------

 Other expense:
   Salaries and employee 
    benefits                              4,933           4,124
   Net occupancy and 
    equipment expense                     1,222           1,004
   Other operating expenses               2,193           1,673
                                        -------         -------
       Total other expense                8,348           6,801
                                        -------         -------

       Income before income 
         taxes                            3,153           2,334

 Income tax expense                         923             623
                                        -------         -------

       Net income                       $ 2,230         $ 1,711
                                        =======         =======
 Earnings per share:
   Basic                                $  0.33         $  0.32
                                        =======         =======
   Diluted                              $  0.32         $  0.31
                                        =======         =======

 Weighted average shares

   Basic                                  6,809           5,361
                                        =======         =======
   Diluted                                6,943           5,523
                                        =======         =======

 Cash dividends per
   common share                         $ 0.090         $0.085
                                        =======         =======


            

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