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EXHIBIT 13.1
INTEGRITY BANCSHARES, INC.
AND SUBSIDIARY
CONSOLIDATED FINANCIAL REPORT
DECEMBER 31, 2006


 

INTEGRITY BANCSHARES, INC.
AND SUBSIDIARY
CONSOLIDATED FINANCIAL REPORT
DECEMBER 31, 2006
TABLE OF CONTENTS
         
    Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
    1  
 
       
FINANCIAL STATEMENTS
       
 
       
Consolidated balance sheets
    2  
Consolidated statements of income
    3  
Consolidated statements of comprehensive income
    4  
Consolidated statements of stockholders’ equity
    5  
Consolidated statements of cash flows
    6  
Notes to consolidated financial statements
    7-33  

 


 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Integrity Bancshares, Inc.
Alpharetta, Georgia
          We have audited the consolidated balance sheets of Integrity Bancshares, Inc. and subsidiary as of December 31, 2006 and 2005, and the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2006. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
          We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the 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 Integrity Bancshares, Inc. and subsidiary as of December 31, 2006 and 2005, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2006, in conformity with U.S. generally accepted accounting principles.
          We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Integrity Bancshares, Inc. and subsidiary’s internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated March 12, 2007 expressed an unqualified opinion on management’s assessment of the effectiveness of Integrity Bancshares, Inc. and subsidiary’s internal control over financial reporting and an unqualified opinion on the effectiveness of Integrity Bancshares, Inc. and subsidiary’s internal control over financial reporting.
/s/ MAULDIN & JENKINS, LLC
Atlanta, Georgia
March 12, 2007

 


 

INTEGRITY BANCSHARES, INC.
AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2006 AND 2005
                 
    2006     2005  
Assets
               
Cash and due from banks
  $ 5,718,668     $ 5,068,295  
Interest-bearing deposits in banks
    85,515       66,786  
Federal funds sold
          6,243,000  
Securities available for sale
    133,923,121       74,109,900  
Restricted equity securities, at cost
    1,727,100       889,300  
 
               
Loans
    941,579,864       651,778,460  
Less allowance for loan losses
    9,824,866       5,612,162  
 
           
Loans, net
    931,754,998       646,166,298  
 
               
Premises and equipment
    15,372,097       11,864,983  
Bank owned life insurance
    20,686,796        
Other assets
    15,553,029       8,666,516  
 
           
 
               
Total assets
  $ 1,124,821,324     $ 753,075,078  
 
           
 
               
Liabilities and Stockholders’ Equity
               
Liabilities:
               
Deposits:
               
Noninterest-bearing
  $ 20,146,126     $ 13,046,167  
Interest-bearing
    908,640,657       661,397,590  
 
           
Total deposits
    928,786,783       674,443,757  
Federal funds purchased
    1,551,000        
Other borrowings
    50,000,000        
Subordinated long-term debentures
    52,022,000       6,186,000  
Other liabilities
    12,089,477       6,326,137  
 
           
Total liabilities
    1,044,449,260       686,955,894  
 
           
Commitments and contingencies
               
 
               
Stockholders’ equity:
               
Common stock, no par value, 50,000,000 shares authorized; 14,764,538 and 14,361,542 shares issued, respectively
    60,723,092       56,991,897  
Retained earnings
    20,280,356       10,143,755  
Accumulated other comprehensive loss
    (631,384 )     (1,016,468 )
 
           
Total stockholders’ equity
    80,372,064       66,119,184  
 
           
 
               
Total liabilities and stockholders’ equity
  $ 1,124,821,324     $ 753,075,078  
 
           
See Notes to Consolidated Financial Statements.

2


 

INTEGRITY BANCSHARES, INC.
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004
                         
    2006     2005     2004  
Interest income:
                       
Loans, including fees
  $ 74,371,120     $ 41,379,076     $ 20,830,692  
Securities
    4,943,988       2,709,786       1,593,333  
Federal funds sold
    316,305       62,170       27,906  
Deposits in banks
    3,343       5,015       3,700  
 
                 
Total interest income
    79,634,756       44,156,047       22,455,631  
 
                 
 
                       
Interest expense:
                       
Deposits
    37,233,791       17,293,051       6,943,923  
Federal funds purchased and other borrowings
    3,900,660       1,391,202       627,188  
 
                 
Total interest expense
    41,134,451       18,684,253       7,571,111  
 
                 
 
                       
Net interest income
    38,500,305       25,471,794       14,884,520  
Provision for loan losses
    4,323,396       3,566,212       2,627,348  
 
                 
Net interest income after provision for loan losses
    34,176,909       21,905,582       12,257,172  
 
                 
 
                       
Other income:
                       
Service charges on deposit accounts
    79,186       61,009       54,781  
Income from bank owned life insurance
    686,796              
Other operating income
    501,652       509,719       397,385  
 
                 
Total other income
    1,267,634       570,728       452,166  
 
                 
 
                       
Other expenses:
                       
Salaries and employee benefits
    10,733,253       7,214,234       4,581,670  
Equipment and occupancy expenses
    2,346,768       1,530,606       937,537  
Other operating expenses
    6,307,846       3,720,845       2,402,075  
 
                 
Total other expenses
    19,387,867       12,465,685       7,921,282  
 
                 
 
                       
Income before income taxes
    16,056,676       10,010,625       4,788,056  
 
                       
Income taxes
    5,920,075       3,688,273       1,775,674  
 
                 
 
                       
Net income
  $ 10,136,601     $ 6,322,352     $ 3,012,382  
 
                 
 
                       
Basic earnings per share
  $ 0.69     $ 0.45     $ 0.28  
 
                 
Diluted earnings per share
  $ 0.66     $ 0.42     $ 0.26  
 
                 
See Notes to Consolidated Financial Statements.

3


 

INTEGRITY BANCSHARES, INC.
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004
                         
    2006     2005     2004  
Net income
  $ 10,136,601     $ 6,322,352     $ 3,012,382  
 
                       
Other comprehensive income (loss):
                       
 
                       
Unrealized gains (losses) on securities available-for-sale:
                       
 
                       
Net unrealized holding gains (losses) arising during period, net of (tax) benefits of ($232,846), $479,730, and $155,280, respectively
 
 
385,084
   
 
(817,720
)  
 
(261,694
)
 
                 
 
                       
Comprehensive income
  $ 10,521,685     $ 5,504,632     $ 2,750,688  
 
                 
See Notes to Consolidated Financial Statements.

4


 

INTEGRITY BANCSHARES, INC.
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004
                                         
                            Accumulated        
    Common Stock             Other     Total  
            Amount     Retained     Comprehensive     Stockholders’  
    Shares     Paid-in     Earnings     Income (Loss)     Equity  
Balance, December 31, 2003
    2,744,157     $ 19,020,303     $ 809,021     $ 62,946     $ 19,892,270  
Net income
                3,012,382             3,012,382  
Issuance of common stock
    1,512,935       20,309,609                   20,309,609  
Stock compensation expense
          602,259                   602,259  
3-for-2 common stock split
    2,128,546                          
Other comprehensive loss
                      (261,694 )     (261,694 )
 
                             
Balance, December 31, 2004
    6,385,638       39,932,171       3,821,403       (198,748 )     43,554,826  
Net income
                6,322,352             6,322,352  
Issuance of common stock
    795,133       15,744,996                   15,744,996  
Stock compensation expense
          1,159,512                   1,159,512  
Tax benefit from exercise of stock options
          155,218                   155,218  
2-for-1 common stock split
    7,180,771                          
Other comprehensive loss
                      (817,720 )     (817,720 )
 
                             
Balance, December 31, 2005
    14,361,542       56,991,897       10,143,755       (1,016,468 )     66,119,184  
Net income
                10,136,601             10,136,601  
Issuance of common stock
    402,996       1,260,491                   1,260,491  
Stock compensation expense
          1,557,357                   1,557,357  
Tax benefit from exercise of stock options
          913,347                   913,347  
Other comprehensive income
                      385,084       385,084  
 
                             
Balance, December 31, 2006
    14,764,538     $ 60,723,092     $ 20,280,356     $ (631,384 )   $ 80,372,064  
 
                             
See Notes to Consolidated Financial Statements.

5


 

INTEGRITY BANCSHARES, INC.
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004
                         
    2006     2005     2004  
OPERATING ACTIVITIES
                       
Net income
  $ 10,136,601     $ 6,322,352     $ 3,012,382  
Adjustments to reconcile net income to net cash provided by operating activities:
                       
Depreciation, accretion and amortization
    783,080       571,115       429,654  
Provision for loan losses
    4,323,396       3,566,212       2,627,348  
Stock compensation
    1,557,357       1,159,512       602,259  
Deferred income taxes
    (2,056,451 )     (1,321,872 )     (531,655 )
Increase in interest receivable
    (2,858,859 )     (2,114,063 )     (842,526 )
Increase in interest payable
    5,775,878       1,239,945       940,688  
Excess tax benefits from exercise of options
    (913,347 )     (155,218 )      
Increase (decrease) in income taxes payable
    976,437       1,016,244       (1,701,759 )
Income from bank owned life insurance
    (686,796 )            
(Gain) loss on sale of other real estate
    120,715             (190,024 )
Gain on sale of premises and equipment
    (354,400 )     (412,500 )     (147,923 )
Net other operating activities
    (3,729,617 )     671,956       436,326  
 
                 
Net cash provided by operating activities
    13,073,994       10,543,683       4,634,770  
 
                 
 
                       
INVESTING ACTIVITIES
                       
Net (increase) decrease in interest-bearing deposits in banks
    (18,729 )     221,176       (174,008 )
Net decrease (increase) in federal funds sold
    6,243,000       (6,243,000 )     2,439,000  
Proceeds from maturities of securities available-for-sale
    15,257,774       14,650,628       15,283,233  
Purchases of securities available-for-sale
    (74,438,353 )     (41,944,145 )     (36,425,538 )
(Purchases) redemptions of restricted equity securities
    (837,800 )     343,300       (582,600 )
Purchase of bank owned life insurance
    (20,000,000 )            
Net increase in loans
    (289,912,095 )     (267,259,858 )     (152,033,595 )
Proceeds from sale of other real estate
    1,329,225             2,693,669  
Proceeds from sale of premises and equipment
                4,996,500  
Purchase of premises and equipment
    (3,950,507 )     (4,155,702 )     (2,333,013 )
 
                 
Net cash used in investing activities
    (366,327,485 )     (304,387,601 )     (166,136,352 )
 
                 
 
                       
FINANCING ACTIVITIES
                       
Net increase in deposits
    254,343,026       301,171,506       141,494,529  
Net increase (decrease) in federal funds purchased
    1,551,000       (4,279,000 )     (5,721,000 )
Net increase in long-term debentures
    45,836,000              
Net proceeds (repayments) from other borrowings
    50,000,000       (15,000,000 )     5,000,000  
Proceeds from exercise of stock options
    1,260,491       595,427        
Excess tax benefits from exercise of options
    913,347       155,218        
Net proceeds from sale of common stock
          14,994,351       20,309,609  
 
                 
Net cash provided by financing activities
    353,903,864       297,637,502       161,083,138  
 
                 
 
                       
Net increase (decrease) in cash and due from banks
    650,373       3,793,584       (418,444 )
Cash and due from banks at beginning of year
    5,068,295       1,274,711       1,693,155  
 
                 
 
                       
Cash and due from banks at end of year
  $ 5,718,668     $ 5,068,295     $ 1,274,711  
 
                 
 
                       
SUPPLEMENTAL DISCLOSURE
                       
Cash paid for:
                       
Interest
  $ 35,358,573     $ 17,444,308     $ 6,630,423  
Income taxes
  $ 8,501,455     $ 4,149,119     $ 4,009,088  
 
                       
NONCASH TRANSACTIONS
                       
Other real estate acquired in settlement of loans
  $ 2,535,027     $     $  
See Notes to Consolidated Financial Statements.

6


 

INTEGRITY BANCSHARES, INC.
AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Nature of Business
Integrity Bancshares, Inc. (the “Company”) is a bank holding company whose principal activity is the ownership and management of its wholly-owned subsidiary, Integrity Bank (the “Bank”). The Bank is a commercial bank located in Alpharetta, Fulton County, Georgia with additional full service branches located in Roswell, Smyrna, and Duluth, Georgia. The Bank also has two loan production offices located in Buford and Cumming, Georgia. The Bank provides a full range of banking services in its primary market area of Fulton County and the surrounding counties of the north metro Atlanta area. These services include providing loans to customers in our primary service area who may have credit needs outside of this area. The Bank occasionally purchases loan participations from local and non-local banks resulting in loans collateralized by properties not located in our primary service area.
 Basis of Presentation and Accounting Estimates
The consolidated financial statements include the accounts of the Company and its subsidiary. Significant intercompany transactions and balances have been eliminated in consolidation.
In preparing the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the balance sheet date and the reported amounts of revenues and expenses during the reporting period. Actual results could differ 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 foreclosed real estate, deferred taxes, stock compensation costs, and contingent assets and liabilities. The determination of the adequacy of the allowance for loan losses is based on estimates that are susceptible to significant changes in the economic environment and market conditions. In connection with the determination of the estimated losses on loans and the valuation of foreclosed real estate, management obtains independent appraisals for significant collateral.
 Cash, Due From Banks and Cash Flows
For purposes of reporting cash flows, cash and due from banks includes cash on hand, cash items in process of collection and amounts due from banks. Cash flows from loans, interest-bearing deposits in banks, federal funds purchased and sold, deposits, securities sold under repurchase agreements and other borrowings are reported net.
The Bank is required to maintain reserve balances in cash or on deposit with the Federal Reserve Bank, based on a percentage of deposits. The total of those reserve balances was approximately $209,000 and $305,000 at December 31, 2006 and 2005, respectively.

7


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 Securities
Securities are classified as available for sale and recorded at fair value with unrealized gains and losses excluded from earnings and reported in other comprehensive loss, net of the related deferred tax effect. Equity securities, including restricted equity securities without a readily determinable fair value, are reported at cost.
The amortization of premiums and accretion of discounts are recognized in interest income using the interest method over the life of the securities. Realized gains and losses, determined on the basis of the cost of specific securities sold, are included in earnings on the settlement date. Declines in the fair value of securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses. In estimating other-than-temporary impairment losses, management considers (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value.
 Loans
Loans are reported at their outstanding principal balances less net deferred fees and the allowance for loan losses. Interest income is accrued on the outstanding principal balance.
Nonrefundable loan fees and loan origination costs on loans are deferred and amortized over the estimated life of the loans using the straight-line method.
The accrual of interest on loans is discontinued when, in management’s opinion, the borrower may be unable to meet payments as they become due, unless the loan is well-secured. All interest accrued but not collected for loans that are placed on nonaccrual or charged off is reversed against interest income, unless management believes that the accrued interest is recoverable through the liquidation of collateral. Interest income on nonaccrual loans is recognized on the cost-recovery method, until the loans are returned to accrual status. Loans are returned to accrual status when all the principal and interest amounts are brought current and future payments are reasonably assured.
A loan is considered impaired when it is probable, based on current information and events, the Company will be unable to collect all principal and interest payments due in accordance with the contractual terms of the loan agreement. Impaired loans are measured by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral dependent. The amount of impairment, if any, and any subsequent changes are included in the allowance for loan losses. Interest on accruing impaired loans is recognized as long as such loans do not meet the criteria for nonaccrual status.
The Company sells and purchases participations in certain loans to unrelated financial institutions. Any gain or loss is determined and recognized at the time the sale or purchase is consummated. The amount of gain or loss recognized on the sale or purchase of a specific loan is equal to the percentage resulting from determining the fair value of the portion of the loan sold or purchased relative to the fair value of the entire loan. The Company recognized no gains or losses on the sale or purchase of participations, nor did it recognize servicing right assets or liabilities as of and for the years ended December 31, 2006 or 2005, respectively, because the servicing fees received or paid approximate adequate compensation.

8


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 Allowance for Loan Losses
The allowance for loan losses is established through a provision for loan losses charged to expense. Loan losses are charged against the allowance when management believes the collectibility of the principal is unlikely. Subsequent recoveries, if any, are credited to the allowance.
The allowance is an amount that management believes will be adequate to absorb estimated losses relating to specifically identified loans, as well as probable credit losses inherent in the balance of the loan portfolio, based on an evaluation of the collectibility of existing loans and prior loss experience. This evaluation also takes into consideration such factors as changes in the nature and volume of the loan portfolio, overall portfolio quality, review of specific problem loans, concentrations and current economic conditions that may affect the borrower’s ability to pay. This evaluation does not include the effects of expected losses on specific loans or groups of loans that are related to future events or expected changes in economic conditions. While management uses the best information available to make its evaluation, future adjustments to the allowance may be necessary if there are any significant changes in economic conditions. In addition, regulatory agencies, as an integral part of their examination process, periodically review the Company’s allowance for loan losses, and may require the Company to make additions to the allowance based on their judgment about information available to them at the time of their examinations.
The allowance consists of specific, general and unallocated components. The specific component relates to loans that are classified as either doubtful, substandard or special mention. For such loans that are also classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. The general component covers non-classified loans and is based on historical experience adjusted for qualitative factors. An unallocated component is maintained to cover uncertainties that could affect management’s estimate of probable losses. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio.
 Premises and Equipment
Land is carried at cost. Premises and equipment are carried at cost less accumulated depreciation. Depreciation is computed by the straight-line method over the following estimated useful lives of the assets.
         
 
  Buildings   40 years
 
  Equipment   3-7 years
 Other Real Estate Owned
Other real estate owned represents properties acquired through or in lieu of loan foreclosure and is initially recorded at the lower of cost or fair value less estimated costs to sell. Any write-down to fair value at the time of transfer to other real estate owned is charged to the allowance for loan losses. Costs of improvements are capitalized, whereas costs relating to holding other real estate owned and subsequent adjustments to the value are expensed. The Company had $541,893 of other real estate owned at December 31, 2006 and none at December 31, 2005.

9


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 Income Taxes
Deferred income tax assets and liabilities are determined using the balance sheet method. Under this method, the net deferred tax asset or liability is determined based on the tax effects of the temporary differences between the book and tax bases of the various balance sheet assets and liabilities and gives current recognition to changes in tax rates and laws.
 Earnings Per Share
Basic earnings per share are computed by dividing net income by the weighted average number of shares of common stock outstanding. Diluted earnings per share are computed by dividing net income by the sum of the weighted-average number of shares of common stock outstanding and potential common shares. Potential common shares consist of stock options.
 Stock-Based Compensation
The Company has two stock-based employee compensation plans, which are described more fully in Note 8. Prior to January 1, 2006, the Company accounted for those plans under the recognition and measurement principles of APB Opinion No. 25, Accounting for Stock Issued to Employees, and related Interpretations. For fixed stock options, no stock-based employee compensation cost was reflected in net income, as all fixed options granted under those plans had an exercise price equal to the market value of the underlying stock on the date of grant. For variable stock options, stock-based compensation amounted to $1,159,512 and $602,259 for the years ended December 31, 2005 and 2004, respectively.
Effective January 1, 2006, the Company adopted SFAS No. 123 (revised 2004), entitled Share-Based Payment (“SFAS No. 123R”) using the modified-prospective-transition method. Under that transition method, compensation cost recognized in 2006 includes compensation cost for all share-based payments granted prior to but not vested as of January 1, 2006, based on the grant date fair value estimated in accordance with the original provisions of SFAS No. 123 and compensation cost for all share-based payments granted subsequent to January 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of SFAS No. 123R. Results for prior periods have not been restated.
As a result of adopting SFAS 123R on January 1, 2006, the Company’s income before income taxes and net income for the year ended December 31, 2006, were $2.3 million and $1.4 million lower, respectively, than if it had continued to account for share-based compensation under the provisions of APB Opinion No. 25. Basic and diluted earnings per share for the year ended December 31, 2006 would have been $0.85 and $0.81, respectively, if the Company had not adopted SFAS 123R, compared to reported basic and diluted earnings per share of $0.69 and $0.66, respectively.

10


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of FASB Statement No. 123, Accounting for Stock-Based Compensation, to stock-based employee compensation, in all periods presented.
                 
    Years Ended December 31,  
    2005     2004  
Net income, as reported
  $ 6,322,352     $ 3,012,382  
Stock-based employee compensation expense included in net income, net of tax
    (39,719 )     230,673  
 
           
Pro forma net income
  $ 6,282,633     $ 3,243,055  
 
           
Earnings per share:
               
Basic — as reported
  $ 0.45     $ 0.28  
 
           
Basic — pro forma
  $ 0.45     $ 0.30  
 
           
Diluted — as reported
  $ 0.42     $ 0.26  
 
           
Diluted — pro forma
  $ 0.42     $ 0.28  
 
           
Prior to the adoption of Statement 123(R), the Company would have presented all tax benefits of deductions resulting from the exercise of stock options as operating cash flows in the statement of cash flows. Statement 123(R) requires the cash flows resulting from the tax benefits resulting from tax deductions in excess of the compensation cost recognized for those options (excess tax benefits) to be classified as financing cash flows.
 Comprehensive Income
Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities, such as unrealized gains and losses on available-for-sale securities, are reported as a separate component of the equity section of the balance sheet, such items, along with net income, are components of comprehensive income.
 Reclassification of Certain Expenses
Certain expenses on the statements of income for the years ended December 31, 2005 and 2004, have been reclassified, with no effect on net income or earnings per common share, to be consistent with the classifications adopted for the year ended December 31, 2006.
 Recent Developments
Accounting Changes and Error Corrections
In May 2005, the FASB issued SFAS 154, Accounting Changes and Error Corrections, a Replacement of APB Opinion 20 and FASB Statement 3. SFAS 154 amends the existing guidance and applies to the accounting for and reporting of a change in accounting principle. Additionally, SFAS 154 applies to changes required by accounting pronouncements when the pronouncement does not include explicit transition provisions. SFAS 154 is effective for accounting changes and error corrections made in fiscal years beginning after December 15, 2005. Accordingly, on January 1, 2006, the Company adopted the provisions of SFAS 154. The adoption of this standard did not have an impact on the financial condition or the results of operations of the Company.

11


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Accounting for Servicing of Financial Assets
In March 2006, the FASB issued SFAS 156, Accounting for Servicing of Financial Assets — an amendment of FASB Statement 140. SFAS 156 amends SFAS 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, with respect to the initial recognition and subsequent accounting for separately recognized servicing assets and servicing liabilities. This Statement is effective as of the beginning of an entity’s first fiscal year that begins after September 15, 2006, with early adoption allowed. The adoption of this standard is not expected to have a material impact on the financial condition or the results of operations of the Company.
Accounting for Uncertainty in Income Taxes
In June 2006, the FASB issued FASB Interpretation 48 (“FIN 48”), Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement 109. This interpretation clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements in accordance with FASB Statement 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The provisions of FIN 48 are effective for fiscal years beginning after December 15, 2006, with early adoption allowed. The adoption of this interpretation is not expected to have a material impact on the financial condition or the results of operations of the Company.
Fair Value Measurements
In September 2006, the FASB issued SFAS 157, Fair Value Measurements. SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. SFAS 157 applies to existing accounting pronouncements that require or permit fair value measurements in which FASB had previously concluded fair value is the most relevant measurement attribute. Accordingly, SFAS 157 does not require any new fair value measurements. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, with early adoption encouraged. Management does not believe the adoption of this standard will have a material impact on the financial condition or the results of operations of the Company.
Considering the Effects of Misstatements
In September 2006, the SEC issued Staff Accounting Bulletin (“SAB”) 108, Financial Statements — Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements. SAB 108 provides guidance on the consideration of prior year misstatements in determining whether the current year’s financial statements are materially misstated. In providing this guidance, SAB 108 allows two alternatives, the “iron curtain” or the “rollover” method, in quantifying a current year misstatement for purposes of determining materiality. The iron curtain method focuses on how the current year’s balance sheet would be affected in correcting misstatements without considering the year in which the misstatement originated. The rollover method focuses on the amount of the misstatements that originated in the current year’s income statement. SAB 108 indicates that companies should quantify the impact of correcting all misstatements, including both the carryover and reversing effects of prior year misstatements, on the current year financial statements. SAB 108 is effective for fiscal years ending after November 15, 2006. The adoption of this standard did not have a material impact on the financial condition or the results of operations of the Company.

12


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2.   SECURITIES AVAILABLE FOR SALE
The amortized cost and fair value of securities available for sale are summarized as follows:
                                 
            Gross     Gross        
    Amortized     Unrealized     Unrealized     Fair  
    Cost     Gains     Losses     Value  
December 31, 2006:
                               
Equity securities
  $ 1,712,000     $     $     $ 1,712,000  
Government sponsored agencies
    18,995,102       119,288       (34,350 )     19,080,040  
Mortgage-backed securities
    114,210,987       191,349       (1,271,255 )     113,131,081  
 
                       
 
  $ 134,918,089     $ 310,637     $ (1,305,605 )   $ 133,923,121  
 
                       
 
                               
December 31, 2005:
                               
Equity securities
  $ 876,000     $     $     $ 876,000  
Mortgage-backed securities
    74,846,798       27,040       (1,639,938 )     73,233,900  
 
                       
 
  $ 75,722,798     $ 27,040     $ (1,639,938 )   $ 74,109,900  
 
                       
The amortized cost and fair value of debt securities as of December 31, 2006 by contractual maturity are shown below. Actual maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.
                 
    Amortized     Fair  
    Cost     Value  
Due from one to five years
  $ 18,995,102     $ 19,080,040  
 
           
Mortgage-backed securities
  $ 114,210,987     $ 113,131,081  
 
           
 
  $ 133,206,089     $ 132,211,121  
 
           
The market value of securities is based on quoted market values and is significantly affected by the interest rate environment.
At December 31, 2006, all unrealized losses in the securities portfolio were for debt securities. From the December 31, 2006 tables above, 51 out of 79 securities purchased from Government sponsored agencies, including mortgage-backed securities, contained unrealized losses. The amortized cost and fair value of these securities at December 31, 2006 was $78,529,615 and $77,224,010, respectively. At December 31, 2006, 9 of the 51 securities with unrealized losses have been in a continuous unrealized loss position for less than twelve months, and 42 securities with unrealized losses have been in a continuous unrealized loss position for more than 12 months. These unrealized losses are considered temporary because of acceptable investment grades on each security and the repayment sources of principal and interest are government backed.

13


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2.   SECURITIES AVAILABLE FOR SALE (Continued)
The following table shows the gross unrealized losses and fair value of securities, aggregated by category and length of time that securities have been in a continuous unrealized loss position at December 31, 2006 and 2005.
                                                 
    Less Than 12 Months     12 Months or More     Total  
    Fair     Unrealized     Fair     Unrealized     Fair     Unrealized  
    Value     Losses     Value     Losses     Value     Losses  
December 31, 2006
                                               
Government sponsored agencies
  $ 4,965,650     $ (34,350 )   $     $     $ 4,965,650     $ (34,350 )
Mortgage-backed securities
    20,273,163       (41,818 )     51,985,197       (1,229,437 )     72,258,360       (1,271,255 )
 
                                   
Total
  $ 25,238,813     $ (76,168 )   $ 51,985,197     $ (1,229,437 )   $ 77,224,010     $ (1,305,605 )
 
                                   
 
                                               
December 31, 2005
                                               
Mortgage-backed securities
  $ 43,274,798     $ (853,476 )   $ 22,009,964     $ (786,462 )   $ 65,284,762     $ (1,639,938 )
 
                                   
Securities with a carrying value of $55,143,196 and $5,401,855 at December 31, 2006 and 2005, respectively, were pledged to secure public deposits and for other purposes required or permitted by law.
The Company had no gains or losses on sales of securities for the years ended December 31, 2006, 2005, or 2004.

14


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3.   LOANS
The composition of loans is summarized as follows:
                 
    December 31,  
    2006     2005  
Commercial
  $ 47,802,843     $ 46,295,635  
Real estate — construction
    658,970,814       384,989,612  
Real estate — commercial
    189,419,723       191,399,868  
Real estate — mortgage
    44,598,285       27,974,565  
Consumer installment and other
    1,193,707       1,426,619  
 
           
 
    941,985,372       652,086,299  
Deferred loan fees
    (405,508 )     (307,839 )
Allowance for loan losses
    (9,824,866 )     (5,612,162 )
 
           
Loans, net
  $ 931,754,998     $ 646,166,298  
 
           
Changes in the allowance for loan losses are as follows:
                         
    Years Ended December 31,  
    2006     2005     2004  
Balance, beginning of year
  $ 5,612,162     $ 3,433,130     $ 3,572,984  
Provision for loan losses
    4,323,396       3,566,212       2,627,348  
Loans charged off
    (159,959 )     (1,442,451 )     (2,841,802 )
Recoveries of loans previously charged off
    49,267       55,271       74,600  
 
                 
Balance, end of year
  $ 9,824,866     $ 5,612,162     $ 3,433,130  
 
                 
The total recorded investment in impaired loans consisting solely of loans on nonaccrual status was $13,351,247 and $1,651,746 at December 31, 2006 and 2005, respectively. There were no impaired loans that had related allowances determined in accordance with SFAS No. 114, Accounting by Creditors for Impairment of a Loan, at December 31, 2006 and 2005. The average recorded investment in impaired loans for 2006, 2005 and 2004 was $2,019,261, $1,127,053 and $2,138,069, respectively. Interest income recognized for cash payments received on impaired loans was not material for the years ended December 31, 2006, 2005 and 2004, respectively.
There were no loans past due ninety days or more and still accruing interest at December 31, 2006, 2005 or 2004.
In the ordinary course of business, the Company has granted loans to certain related parties, including executive officers, directors and their affiliates. The interest rates on these loans were substantially the same as rates prevailing at the time of the transaction and repayment terms are customary for the type of loan. Changes in related party loans for the year ended December 31, 2006 are as follows:
         
Balance, beginning of year
  $ 11,926,835  
Advances
    13,290,233  
Repayments
    (1,934,599 )
Change in Directors
    (2,258,878 )
 
     
Balance, end of year
  $ 21,023,591  
 
     

15


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4. PREMISES AND EQUIPMENT
    Premises and equipment are summarized as follows:
                 
    December 31,  
    2006     2005  
Land
  $ 5,362,270     $ 4,145,780  
Buildings
    7,015,395       4,770,443  
Construction in progress
    792,601       1,707,171  
Equipment
    3,696,924       2,601,626  
Leasehold Improvements
    603,618       24,856  
 
           
 
    17,470,808       13,249,876  
Accumulated depreciation
    (2,098,711 )     (1,384,893 )
 
           
 
  $ 15,372,097     $ 11,864,983  
 
           
    In 2003, the Company purchased from a director of the Company, an administrative building adjacent to its main office building at a cost of $2.6 million. In August, 2004 the Company sold to an unrelated party the administrative building and related improvements, with a book value of $2.9 million, for $5.0 million cash in a sale-leaseback transaction. A five year non-renewable operating lease on the building was entered into between the Bank and the buyer, with minimum annual lease payments of $560,000. The resulting $2.1 million gain on sale was deferred and is being recognized over the life of the lease. The unamortized balance of $1,099,875 and $1,512,375 of the deferred gain is included in other liabilities at December 31, 2006 and 2005, respectively.
 
    On January 31, 2007, the Bank repurchased the administrative building at a cost of $6 million. The balance of unamortized gain on sale of $1,066,000 was offset against the purchase price.
 
    The Company has a loan production office in Cumming (Forsyth County), Georgia in which office space is leased. A one-year non-renewable operating lease was entered into in August, 2005. Extended for a period of nine months, this lease expires on May 31, 2007. In 2006, the Company entered into a contract with a third party builder to construct an additional branch banking facility in Cumming to replace the loan production office. The full-service branch was under construction at December 31, 2006, and is scheduled to open in mid-2007. A second loan production office was opened in December 2006 in Buford (Gwinnett County), Georgia in which office space is also leased. A 12.5 month non-renewable operating lease was entered into in December 2006. There was also an expansion project under way at December 31, 2006 to build out additional space in the above administrative building. The same party that was building the Cumming office was also completing this project. As of December 31, 2006, the total estimated costs to complete this project and the Cumming office were $1.1 million.
 
    Total rental expense was $641,581, $614,540, and $210,457 for the years ended December 31, 2006, 2005 and 2004, respectively.
 
    Future minimum lease payments as of December 31, 2006 are as follows:
         
2007
  $ 593,800  
2008
    560,000  
2009
    373,333  
 
     
 
  $ 1,527,133  
 
     

16


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5. DEPOSITS
    The aggregate amount of time deposits in denominations of $100,000 or more at December 31, 2006 and 2005 was $169,614,614 and $135,473,297, respectively. The scheduled maturities of time deposits at December 31, 2006 are as follows:
         
2007
  $ 596,862,139  
2008
    112,260,900  
2009
    29,623,427  
2010
    5,784,899  
2011
    6,700,073  
 
     
 
  $ 751,231,438  
 
     
    At December 31, 2006, total time deposits included $247,988,365 of brokered deposits. At December 31, 2005, total time deposits included $150,585,785 of brokered deposits.
 
    Overdraft demand deposits reclassified to loans totaled $1,183 and $2,688 at December 31, 2006 and 2005, respectively.
NOTE 6. OTHER BORROWINGS
    Other borrowings consist of the following:
                 
    December 31,  
    2006     2005  
Reverse Repurchase Agreement, interest payable quarterly at the three month LIBOR minus 0.50% until August 14, 2007, then fixed at 4.84% until maturity at August 13, 2013, callable on August 14, 2007 or any quarterly period thereafter
  $ 15,000,000     $  
 
               
Reverse Repurchase Agreement, interest payable quarterly at the three month LIBOR minus 0.50% until September 13, 2007, then fixed at 4.48% until maturity at September 13, 2013, callable on September 13, 2007 or any quarterly period thereafter
    15,000,000        
 
               
Reverse Repurchase Agreement, interest payable quarterly at the three month LIBOR minus 0.87% until June 5, 2008, then fixed at 4.57% until maturity at December 5, 2013, callable on June 8, 2008 or any quarterly period thereafter
    15,000,000        
 
               
Federal Home Loan Bank Daily Rate Credit Advance, interest payable monthly at variable rates set daily , due December 27, 2007
    5,000,000        
 
           
 
  $ 50,000,000     $  
 
           

17


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6. OTHER BORROWINGS (Continued)
    In late 2006, the Company entered into several reverse repurchase agreements which have seven–year terms, and the rates are floating for a portion of the term and fixed for the balance. These instruments are collateralized with mortgage-backed securities.
 
    The Company has a line of credit with the Federal Home Loan Bank that was $57 million at December 31, 2006. Any advances from the Federal Home Loan Bank are collateralized with certain qualifying loans of approximately $52 million, mortgage-backed securities of $5.0 million, and Federal Home Loan Bank stock of $1.7 million. The Company also had available unused lines of credit with various financial institutions totaling $69 million at December 31, 2006. There were no other advances outstanding at December 31, 2006 or 2005.
NOTE 7. SUBORDINATED LONG-TERM DEBENTURES
    Subordinated long-term debentures consist of the following:
                 
    December 31,  
    2006     2005  
Floating rate junior subordinated debentures, interest payable quarterly at the three month LIBOR plus 2.85%, due December 17, 2033. The rate at December 31, 2006 was 8.21%
  $ 6,186,000     $ 6,186,000  
 
               
Floating rate junior subordinated debentures, interest payable quarterly at the three month LIBOR plus 1.44%, due March 15, 2036. The rate at December 31, 2006 was 6.80%
    27,836,000        
 
               
Floating rate subordinated debentures, interest payable quarterly at prime, due October 30, 2014. The rate at December 31, 2006 was 8.25%
    18,000,000        
 
           
 
  $ 52,022,000     $ 6,186,000  
 
           
    In 2003, the Company formed a wholly-owned grantor trust to issue cumulative trust preferred securities to the public. The grantor trust has invested the proceeds of the trust preferred securities in junior subordinated debentures of the Company. The trust preferred securities can be redeemed prior to maturity at the option of the Company on or after December 17, 2008. The sole assets of the grantor trust are the Junior Subordinated Deferrable Interest Debentures of the Company (the “Debentures”) held by the grantor trust. The Debentures have the same interest rate (three month LIBOR plus 2.85%, floating) as the trust preferred securities. The Company has the right to defer interest payments on the Debentures at any time or from time to time for a period not exceeding 20 consecutive quarters provided that no extension period may extend beyond the stated maturity of the related Debentures. During any such extension period, distributions on the trust preferred certificates would also be deferred.
 
    In February 2006, the Company formed a second wholly-owned grantor trust to issue cumulative trust preferred securities to the public. The grantor trust has invested the proceeds of the trust preferred securities in junior subordinated debentures of the Company. The trust preferred securities can be redeemed prior to maturity at the option of the Company on or after March 15, 2011. The sole assets of the grantor trust are the Junior Subordinated Deferrable Interest Debentures of the Company (the “Debentures”) held by the grantor trust. The Debentures have the same interest rate (three month LIBOR plus 1.44%, floating) as the trust preferred securities.

18


 

    The Company has the right to defer interest payments on the Debentures at any time or from time to time for a period not exceeding 20 consecutive quarters provided that no extension period may extend beyond the stated maturity of the related Debentures. During any such extension period, distributions on the trust preferred certificates would also be deferred.

19


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 7. SUBORDINATED LONG-TERM DEBENTURES (Continued)
    Payment of periodic cash distributions and payment upon liquidation or redemption with respect to the trust preferred securities are guaranteed by the Company to the extent of funds held by the grantor trusts (the “Preferred Securities Guarantee”). The Preferred Securities Guarantee, when taken together with the Company’s other obligations under the Debentures, constitute a full and unconditional guarantee, on a subordinated basis, by the Company of payments due on the trust preferred securities.
    In October 2006, the Bank issued subordinated debentures with a term of seven years. Interest is payable quarterly, and there is no prepayment penalty. The debentures were issued to three financial institutions and totaled $18 million. For regulatory purposes, these debt instruments can be included in Tier two capital. The Bank is required to establish reserves to fund the repayment of the subordinated debentures.
NOTE 8. STOCK-BASED COMPENSATION
    As of December 31, 2006, the Company has two stock-based compensation plans that allow for grants of incentive stock options and nonqualified stock options. One of the plans is an employee plan which permits the granting of stock options to employees for up to 1,950,000 shares of common stock, and the other is a director plan which permits the granting of stock options to directors for up to 585,000 shares of common stock. Under both plans, stock options granted generally have an exercise price no less than the fair market value of the underlying stock at the date of grant. The general terms of the plans include a vesting period (usually five years) with an exercisable period not to exceed ten years. Dividends are not paid on unexercised options and dividends are not subject to vesting. Option awards provide for accelerated vesting if there is a change in control (as defined in the plan). As of December 31, 2006, approximately 332,536 awards could be granted under the employee plan, and 2,000 awards could be granted under the director plan.
 
    In January 2003 the Company granted to its President options to acquire 5% of the Company’s outstanding shares. The options were divided into two groups: (1) the fixed number of options equal to 5% of the Company’s outstanding shares on the grant date (the “Original Option”); and (2) the additional options that accrue by virtue of increases in the Company’s outstanding shares (the “Additional Option”). In August 2006 the President’s option agreement was amended to limit the shares obtainable under the Additional Option. Specifically, the option agreement was amended to provide that the total number of shares obtainable pursuant to both the Original Option and the Additional Option will not exceed 731,672 (as adjusted for stock splits, stock dividends, and similar recapitalizations), which equaled 5% of the outstanding shares on the date of the amendment. The effect of this amendment was to cut off further increases of the Additional Option when the number of outstanding shares of the Company increased.
 
    The fair value of each option granted was estimated on the date of grant using the Black-Scholes-Merton option valuation model. Expected volatilities are based on historical volatility of the Company’s stock. The Company uses historical data to estimate option exercise, employee termination, forfeitures and expected dividends within the valuation model. Separate groups of employees that have similar historical exercise behavior are considered separately for valuation purposes. The expected term of options granted is estimated based on the short-cut method. The risk-free rate for periods within the estimated life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The key assumptions used to determine the fair value of options are presented in the table below.

20


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 8. STOCK-BASED COMPENSATION (Continued)
                         
    Years Ended December 31,
    2006   2005   2004
Dividend yield
    0.00 %     0.00 %     0.00 %
Average expected life
  2.08 - 7.50 years     10 years     10 years  
Expected volatility
    30.00 %     30.40 %     0.01 %
Forfeiture rate
    3.00 %     3.00 %     3.00 %
Risk-free interest rate
    4.60% - 5.07 %     4.25 %     4.52 %
Employee Plan
    The following table summarizes our stock options activity for year ended December 31, 2006:
                                 
                    Weighted-    
            Weighted-   Average    
            Average   Remaining    
            Exercise   Contractual   Aggregate
    Shares   Price   Term (Years)   Intrinsic Value
     
Outstanding at beginning of year
    1,409,072     $ 4.67                  
Granted (below market)
    13,590       2.45                  
Granted (at market)
    124,000       12.19                  
Exercised
    (161,996 )     3.29                  
Terminated
    (170,200 )     9.70                  
 
                               
Outstanding at end of year
    1,214,466     $ 4.89       4.92     $ 9,862,000  
     
 
                               
Options exercisable at year-end
    573,710     $ 3.97       6.75     $ 5,166,000  
     
    The weighted-average grant-date fair value of options granted during the years ended December 31, 2006, 2005 and 2004 was $5.86, $6.72 and $3.28, respectively.
 
    Total intrinsic value of options exercised was $1,426,784, $1,604,889 and $ 0 for the years ended December 31, 2006, 2005 and 2004, respectively. The total fair value of options vested during the years ended December 31, 2006, 2005 and 2004 was $562,744, $1,478,574 and $674,870, respectively.
 
    The compensation cost charged against income for the years ended December 31, 2006, 2005 and 2004 were $1,557,358, $1,159,512 and $602,259, respectively. Income tax benefits recognized for the respective years were $460,953, $455,031 and $227,267.
 
    Cash received from the exercise of options was $533,714 for the year ended December 31, 2006. The tax benefit realized for the tax deductions from option exercise of the share-based payment arrangements totaled $8,059 for the year ended December 31, 2006.

21


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 8. STOCK-BASED COMPENSATION (Continued)
    As of December 31, 2006, there was $1.1 million of total unrecognized compensation cost related to the nonvested share based compensation arrangements granted under the option plan. That cost is expected to be recognized over a weighted-average period of 1.68 years.
 
    Information pertaining to employee options outstanding at December 31, 2006 is as follows:
                                         
    Options Outstanding     Options Exercisable  
            Weighted-                      
            Average     Weighted-             Weighted-  
            Remaining     Average             Average  
Range of   Number     Contractual     Exercise     Number     Exercise  
Exercise Prices   Outstanding     Life     Price     Exercisable     Price  
$2.45
    789,466     3.03 years   $ 2.45       379,255     $ 2.45  
4.50
    153,000     7.67 years     4.50       127,600       4.50  
11.00 – 14.25
    272,000     8.88 years     12.18       66,855       11.62  
 
                                   
 
    1,214,466     4.92 years     4.89       573,710       3.97  
 
                                   
Director Plan
    The following table shows option activity of the Director Plan for the year ended December 31, 2006.
                                 
                    Weighted-    
            Weighted-   Average    
            Average   Remaining    
            Exercise   Contractual   Aggregate
    Shares   Price   Term (Years)   Intrinsic Value
     
Outstanding at beginning of year
    538,000     $ 3.85                  
Granted
                           
Exercised
    (241,000 )     3.01                  
Terminated
                           
 
                               
Outstanding at end of year
    297,000     $ 4.52       6.75     $ 2,504,000  
     
 
                               
Options exercisable at year-end
    297,000     $ 4.52       6.75     $ 2,504,000  
     
    The weighted-average grant-date fair value of options granted during the years ended December 31, 2006, 2005 and 2004 was $0, $5.80 and $0, respectively.
 
    Total intrinsic value of options exercised was $2.3 million, $405,000, and $0 for the years ended December 31, 2006, 2005 and 2004, respectively. The total fair value of options vested during the years ended December 31, 2006, 2005 and 2004 was $0, $510,400 and $0, respectively.
 
    There was no compensation cost charged against income for the years ended December 31, 2006, 2005 and 2004 for options under this plan, therefore, no income tax benefits.

22


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 8. STOCK-BASED COMPENSATION (Continued)
    Cash received from the exercise of options was $658,850 for the year ended December 31, 2006. The tax benefit realized for the tax deductions from option exercise of the share-based payment arrangements totaled $905,305 for the year ended December 31, 2006.
 
    As of December 31, 2006, there was no unrecognized compensation cost related to nonvested share based compensation arrangements granted under the option plan.
 
    Information pertaining to director options outstanding at December 31, 2006 is as follows:
                                         
    Options Outstanding     Options Exercisable  
            Weighted-                      
            Average     Weighted-             Weighted-  
            Remaining     Average             Average  
Range of   Number     Contractual     Exercise     Number     Exercise  
Exercise Prices   Outstanding     Life     Price     Exercisable     Price  
$2.45
    225,000     6.22 years   $ 2.45       225,000     $ 2.45  
11.00
    72,000     8.42 years     11.00       72,000       11.00  
 
                                   
 
    297,000     6.75 years     4.52       297,000       4.52  
 
                                   
NOTE 9. EMPLOYEE BENEFIT PLAN
    The Company has a 401(k) retirement plan covering substantially all employees. Contributions to the plan charged to expense amounted to $255,507, $191,075 and $104,132 for the years ended December 31, 2006, 2005 and 2004, respectively.
NOTE 10. INCOME TAXES
    Income tax expense consists of the following:
                         
    Years Ended December 31,  
    2006     2005     2004  
Current
  $ 7,976,526     $ 5,010,145     $ 2,307,329  
Deferred
    (2,056,451 )     (1,321,872 )     (531,655 )
 
                 
Income tax expense
  $ 5,920,075     $ 3,688,273     $ 1,775,674  
 
                 

23


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 10. INCOME TAXES (Continued)
    The Company’s income tax differs from the amounts computed by applying the federal income tax statutory rates to income before income taxes. A reconciliation of the differences is as follows:
                         
    Years Ended December 31,  
    2006     2005     2004  
Income tax at statutory federal rate
  $ 5,619,837     $ 3,404,056     $ 1,627,939  
State taxes
    405,527       319,025       144,432  
Bank owned life insurance income
    (240,379 )            
Stock-based compensation
    129,547              
Other items
    5,543       (34,808 )     3,303  
 
                 
Income tax expense
  $ 5,920,075     $ 3,688,273     $ 1,775,674  
 
                 
    The components of deferred income taxes are as follows:
                 
    December 31,  
    2006     2005  
Deferred tax assets:
               
Deferred gain on sale-leaseback
  $ 425,424     $ 584,975  
Deferred loan fees
    156,847       119,070  
Loan loss reserves
    3,518,189       1,808,175  
Stock compensation
    1,175,826       716,617  
Nonaccrual loan interest
    36,445       52,041  
Securities available for sale
    363,583       596,430  
 
           
 
    5,676,314       3,877,308  
 
           
 
               
Deferred tax liabilities:
               
Depreciation
    234,459       259,057  
 
           
 
               
Net deferred taxes
  $ 5,441,855     $ 3,618,251  
 
           

24


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 11. EARNINGS PER SHARE
    Presented below is a summary of the components used to calculate basic and diluted earnings per common share.
                         
    Years Ended December 31,  
    2006     2005     2004  
Basic Earnings Per Share:
                       
 
                       
Weighted average common shares outstanding
    14,594,208       14,050,847       10,809,936  
 
                 
 
                       
Net income
  $ 10,136,601     $ 6,322,352     $ 3,012,382  
 
                 
 
                       
Basic earnings per share
  $ 0.69     $ 0.45     $ 0.28  
 
                 
 
                       
Diluted Earnings Per Share:
                       
Weighted average common shares outstanding
    14,594,208       14,050,847       10,809,936  
Net effect of the assumed exercise of stock options based on the treasury stock method using average market prices for the year
    824,469       910,700       742,740  
 
                 
Total weighted average common shares and common stock equivalents outstanding
    15,418,677       14,961,547       11,552,676  
 
                 
 
                       
Net income
  $ 10,136,601     $ 6,322,352     $ 3,012,382  
 
                 
 
                       
Diluted earnings per share
  $ 0.66     $ 0.42     $ 0.26  
 
                 
NOTE 12. COMMITMENTS AND CONTINGENCIES
    Loan Commitments
The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. They involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amount recognized in the balance sheets. The majority of all commitments to extend credit and standby letters of credit are variable rate instruments.
The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. A summary of the Company’s commitments is as follows:
                 
    December 31,  
    2006     2005  
Commitments to extend credit
  $ 332,168,227     $ 220,048,484  
Standby letters of credit
    1,958,215       1,396,042  
 
           
 
  $ 334,126,442     $ 221,444,526  
 
           

25


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 12. COMMITMENTS AND CONTINGENCIES (Continued)
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the party. Collateral held varies, but may include accounts receivable, inventory, property and equipment, residential real estate and income-producing commercial properties.
Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. Collateral held varies as specified above and is required in instances which the Company deems necessary.
At December 31, 2006 and 2005, the carrying amount of liabilities related to the Company’s obligation to perform under financial standby letters of credit was insignificant. The Company has not been required to perform on any financial standby letters of credit, and the Company has not incurred any losses on financial standby letters of credit for the years ended December 31, 2006 and 2005.
    Employment Agreements
The Company has an employment agreement with its president with an initial term of five years that requires an annual salary of $160,000. The president’s annual salary as of December 31, 2006 is $400,000. The agreement is automatically extended for an additional year on the initial termination date and each anniversary thereafter. The president is entitled to receive an annual salary increase and is eligible for incentives and performance bonuses as may be determined by the Company’s Board of Directors.
    Contingencies
In the normal course of business, the Company is involved in various legal proceedings. In the opinion of management, any liability resulting from such proceedings would not have a material adverse effect on the Company’s financial statements.

26


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 13. CONCENTRATIONS OF CREDIT
    The Company originates primarily commercial, commercial real estate, residential real estate, and consumer loans to customers in Fulton County and surrounding counties. The ability of the majority of the Company’s customers to honor their contractual loan obligations is dependent on the economy in these areas.
 
    Ninety-five percent of the Company’s loan portfolio is secured by real estate, of which a substantial portion is secured by real estate in the Company’s primary market area. Accordingly, the ultimate collectibility of the loan portfolio is susceptible to changes in market conditions in the Company’s primary market area.
 
    The Company, as a matter of policy, does not generally extend credit to any single borrower or group of related borrowers in excess of 25% of the Bank’s statutory capital, or approximately $21,000,000.
NOTE 14. REGULATORY MATTERS
    The Bank is subject to certain restrictions on the amount of dividends that may be declared without prior regulatory approval. At December 31, 2006, approximately $6,005,000 of dividends could be declared without regulatory approval.
 
    The Company and Bank are 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 and Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and Bank must meet specific capital guidelines that involve quantitative measures of the assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. 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 and Bank to maintain minimum amounts and ratios of Total and Tier I capital to risk-weighted assets, as defined, and of Tier I capital to average assets, as defined. Management believes, as of December 31, 2006 and 2005, the Company and Bank met all capital adequacy requirements to which they are subject.
 
    As of December 31, 2006, the most recent notification from the Federal Deposit Insurance Corporation categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Bank must maintain minimum Total risk-based, Tier I risk-based, and Tier I leverage ratios as set forth in the following table. There are no conditions or events since that notification that management believes have changed the Bank’s category. Prompt corrective action provisions are not applicable to bank holding companies.

27


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 14. REGULATORY MATTERS (Continued)
    The Company and Bank’s actual capital amounts and ratios are presented in the following table:
                                                 
                                    To Be Well
                    For Capital   Capitalized Under
                    Adequacy   Prompt Corrective
    Actual   Purposes   Action Provisions
(Dollars in thousands)   Amount   Ratio   Amount   Ratio   Amount   Ratio
December 31, 2006:
                                               
 
                                               
Total Capital to Risk Weighted Assets
                                               
 
                                               
Consolidated
  $ 141,827       12.80 %   $ 88,655       8 %     N/A       N/A  
 
                                               
Bank
  $ 136,393       12.35 %   $ 88,370       8 %   $ 110,463       10 %
 
                                               
Tier I Capital to Risk Weighted Assets
                                               
 
                                               
Consolidated
  $ 108,004       9.75 %   $ 44,327       4 %     N/A       N/A  
 
                                               
Bank
  $ 108,568       9.83 %   $ 44,185       4 %   $ 66,278       6 %
 
                                               
Tier I Capital to Average Assets
                                               
 
                                               
Consolidated
  $ 108,004       10.03 %   $ 43,092       4 %     N/A       N/A  
 
                                               
Bank
  $ 108,568       10.12 %   $ 42,929       4 %   $ 53,661       5 %
 
                                               
December 31, 2005:
                                               
 
                                               
Total Capital to Risk Weighted Assets
                                               
 
                                               
Consolidated
  $ 78,747       10.60 %   $ 59,408       8 %     N/A       N/A  
 
                                               
Bank
  $ 76,655       10.35 %   $ 59,247       8 %   $ 74,059       10 %
 
                                               
Tier I Capital to Risk Weighted Assets
                                               
 
                                               
Consolidated
  $ 73,135       9.85 %   $ 29,704       4 %     N/A       N/A  
 
                                               
Bank
  $ 71,044       9.59 %   $ 29,623       4 %   $ 44,435       6 %
 
                                               
Tier I Capital to Average Assets
                                               
 
                                               
Consolidated
  $ 73,135       10.06 %   $ 29,082       4 %     N/A       N/A  
 
                                               
Bank
  $ 71,044       9.80 %   $ 28,999       4 %   $ 36,248       5 %

28


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 15. FAIR VALUE OF FINANCIAL INSTRUMENTS
    The fair value of a financial instrument is the current amount that would be exchanged between willing parties, other than in a forced liquidation. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair value is based on discounted cash flows or other valuation techniques. These techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument. SFAS No. 107, Disclosures about Fair Value of Financial Instruments, excludes certain financial instruments and all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company.
 
    The following methods and assumptions were used by the Company in estimating the fair value of its financial instruments.
 
    Cash, Due From Banks and Interest-Bearing Deposits in Banks: The carrying amounts of cash, due from banks and interest-bearing deposits in banks approximate fair values.
 
    Securities: Fair values for securities are based on available quoted market prices. The carrying values of equity securities with no readily determinable fair value approximate fair values.
 
    Loans: The carrying amount of variable-rate loans that reprice frequently and have no significant change in credit risk approximates fair value. The fair value of fixed-rate loans is estimated based on discounted contractual cash flows, using interest rates currently being offered for loans with similar terms to borrowers with similar credit quality. The fair value of impaired loans is estimated based on discounted contractual cash flows or underlying collateral values, where applicable.
 
    Deposits: The carrying amount of demand deposits, savings deposits, and variable-rate certificates of deposit approximates fair value. The fair value of fixed-rate certificates of deposit is estimated based on discounted contractual cash flows using interest rates currently being offered for certificates of similar maturities.
 
    Federal Funds Purchased and Other Borrowings: The carrying amount of variable rate borrowings, federal funds purchased, and securities sold under repurchase agreements approximate fair value. The fair value of fixed rate other borrowings are estimated based on discounted contractual cash flows using the current incremental borrowing rates for similar type borrowing arrangements.
 
    Long-term debentures: The fair value of the long-term debentures estimates their carrying value due to the variable rate nature of the debentures.
 
    Accrued Interest: The carrying amounts of accrued interest approximate their fair values.

29


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 15. FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)
    Off-Balance sheet Instruments: The carrying amount of commitments to extend credit and standby letters of credit approximates fair value. The carrying amount of the off-balance sheet financial instruments is based on fees charged to enter into such agreements.
 
    The carrying amount and estimated fair value of the Company’s financial instruments were as follows:
                                 
    December 31, 2006   December 31, 2005
    Carrying   Fair   Carrying   Fair
    Amount   Value   Amount   Value
Financial assets:
                               
Cash, due from banks and interest-bearing deposits in banks
  $ 5,804,184     $ 5,804,184     $ 5,135,081     $ 5,135,081  
Federal funds sold
                6,243,000       6,243,000  
Securities
    135,650,221       135,650,221       74,999,200       74,999,200  
Loans, net
    931,754,998       932,287,998       646,166,298       645,746,165  
Accrued interest receivable
    6,796,616       6,796,616       3,937,756       3,937,756  
 
                               
Financial liabilities:
                               
Deposits
    928,786,783       929,362,783       674,443,757       674,056,559  
Federal funds purchased
    1,551,000       1,551,000              
Other borrowings
    50,000,000       50,000,000              
Accrued interest payable
    8,315,189       8,315,189       2,539,311       2,539,311  
Long-term debentures
    52,022,000       52,022,000       6,186,000       6,186,000  
NOTE 16. SUPPLEMENTAL FINANCIAL DATA
    Components of other operating expenses in excess of 1% of revenue are as follows:
                         
    Years Ended December 31,
    2006   2005   2004
Data processing
  $ 713,006     $ 573,864     $ 368,421  
Board of Director fees
    592,610       540,570       379,500  
Consulting fees
    467,416       462,494       120,747  

30


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 17. PARENT COMPANY FINANCIAL INFORMATION
    The following information presents the condensed balance sheets as of December 31, 2006 and 2005 and statements of income and cash flows of Integrity Bancshares, Inc. for each of the years in the three-year period ended December 31, 2006.
CONDENSED BALANCE SHEETS
                 
    2006     2005  
Assets
               
Cash
  $ 1,947,625     $ 55,200  
Interest-bearing deposits in banks
    53,926       53,470  
Investment in subsidiary
    107,936,702       70,027,935  
Securities available for sale
    1,712,000       876,000  
Other assets
    2,852,948       1,310,253  
 
           
 
               
Total assets
  $ 114,503,201     $ 72,322,858  
 
           
 
               
Liabilities
               
Other borrowings
  $ 34,022,000     $ 6,186,000  
Other liabilities
    109,137       17,674  
 
           
 
               
Total liabilities
    34,131,137       6,203,674  
 
           
 
               
Stockholders’ equity
    80,372,064       66,119,184  
 
           
 
               
Total liabilities and stockholders’ equity
  $ 114,503,201     $ 72,322,858  
 
           

31


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 17. PARENT COMPANY FINANCIAL INFORMATION (Continued)
CONDENSED STATEMENTS OF INCOME
                         
    2006     2005     2004  
Income:
                       
Dividend income from subsidiary
  $ 800,000     $ 250,000     $  
Interest income
    61,322       11,437       8,817  
 
                 
Total income
    861,322       261,437       8,817  
 
                 
 
                       
Expenses:
                       
Stock compensation
    243,647       1,159,512       602,259  
Interest
    2,132,537       401,195       288,675  
Other
    678,143       402,300       212,521  
 
                 
Total expenses
    3,054,327       1,963,007       1,103,455  
 
                 
 
                       
Loss before income tax benefits and undistributed income of subsidiary
    (2,193,005 )     (1,701,570 )     (1,094,638 )
 
                       
Income tax benefits
    (1,119,634 )     (761,727 )     (413,070 )
 
                 
 
                       
Loss before equity in undistributed income of subsidiary
    (1,073,371 )     (939,843 )     (681,568 )
 
                       
Equity in undistributed income of subsidiary
    11,209,972       7,262,195       3,693,950  
 
                 
 
                       
Net income
  $ 10,136,601     $ 6,322,352     $ 3,012,382  
 
                 

32


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 17. PARENT COMPANY FINANCIAL INFORMATION (Continued)
CONDENSED STATEMENTS OF CASH FLOWS
                         
    2006     2005     2004  
OPERATING ACTIVITIES
                       
Net income
  $ 10,136,601     $ 6,322,352     $ 3,012,382  
Adjustments to reconcile net income to net cash used in operating activities:
                       
Equity in undistributed income of subsidiary
    (11,209,972 )     (7,262,195 )     (3,693,950 )
Stock compensation
    243,647       1,159,512       602,259  
Excess tax benefits from exercise of options
    (913,347 )     (155,218 )      
Deferred income taxes
    (56,329 )     (441,659 )     (211,015 )
(Increase) decrease in income tax receivable
    (588,019 )     37,206       (250,496 )
Net other operating activities
    (729,538 )     23,226       24,433  
 
                 
 
                       
Net cash used in operating activities
    (3,116,957 )     (316,776 )     (516,387 )
 
                 
 
                       
INVESTING ACTIVITIES
                       
Net increase in interest-bearing deposits in banks
    (456 )     (341 )     (321 )
Investment in subsidiary
    (25,000,000 )     (15,600,000 )     (20,000,000 )
 
                 
 
                       
Net cash used in investing activities
    (25,000,456 )     (15,600,341 )     (20,000,321 )
 
                 
 
                       
FINANCING ACTIVITIES
                       
Proceeds from other borrowings
    27,836,000              
Proceeds from exercise of stock options
    1,260,491       595,427        
Excess tax benefits from exercise of options
    913,347       155,218        
Net proceeds from sale of common stock
          14,994,351       20,309,609  
 
                 
 
                       
Net cash provided by financing activities
    30,009,838       15,744,996       20,309,609  
 
                 
 
                       
Net increase (decrease) in cash
    1,892,425       (172,121 )     (207,099 )
 
                       
Cash at beginning of year
    55,200       227,321       434,420  
 
                 
 
                       
Cash at end of year
  $ 1,947,625     $ 55,200     $ 227,321  
 
                 

33