GB&T Bancshares Reports 2004 Net Income of $9.8 Million, Up 27.4%

Declares Cash Dividend of $0.076


GAINESVILLE, Ga., Jan. 19, 2005 (PRIMEZONE) -- GB&T Bancshares, Inc. (Nasdaq:GBTB), a fast-growing multi-bank holding company operating five community banks based in Georgia, reported 2004 net income of $9.8 million, a 27.4 percent increase over the $7.7 million reported for 2003. Strong earnings reflect the Company's double-digit balance sheet growth achieved through organic expansion combined with an active acquisition strategy. During the course of the year, loans rose 34.6 percent while deposits increased 27.4 percent. Diluted earnings per share for 2004 were $1.04 compared to $1.03 for 2003. The earnings per share comparison reflects a 26.8 percent increase in average diluted shares outstanding to 9,472,000 arising from shares issued in connection with three bank acquisitions over the past 18 months and a public offering of 1,651,680 shares completed in the fourth quarter of 2004.

For the fourth quarter of 2004, GB&T Bancshares reported net income of $3.0 million, a 24.0 percent increase over the $2.4 million reported for the third quarter of 2004 and a 6.1 percent increase over the $2.8 million reported for the prior-year fourth quarter period. Diluted earnings per share were $0.27, compared with $0.25 for the 2004 third quarter and $0.32 for the prior-year period. The fourth quarter of 2004 compared to the fourth quarter of 2003, reflects a 26.9 percent increase in average diluted shares outstanding issued in connection with two bank acquisitions completed in the third quarter of 2004 and the above-mentioned fourth quarter 2004 public offering.

At a meeting held on January 17, 2005, the Board of Directors of GB&T Bancshares declared a first quarter cash dividend of $0.076 per share on the Company's common stock, unchanged from the previous quarter. The declared dividend is payable on February 11, 2005 to shareholders of record as of the close of business on January 31, 2005.

The annualized returns on average assets ("ROA") and average equity ("ROE") for fiscal year 2004 were 0.91 percent and 8.32 percent, respectively, compared with 0.95 percent and 10.56 percent for 2003. Adjusted to exclude intangibles, the annualized return on average tangible assets ("ROTA") and average tangible equity ("ROTE") were 0.95 percent and 12.90 percent, respectively, compared with 0.97 percent and 13.84 percent for 2003. For the fourth quarter of 2004, ROA and ROE were 0.95 percent and 7.74 percent, respectively, compared with 0.84 percent and 7.80 percent for the linked quarter, and 1.18 percent and 11.62 percent for the fourth quarter of 2003. Adjusted to exclude intangibles, fourth quarter 2004 ROTA and ROTE were 0.99 percent and 12.06 percent, respectively, compared with 0.88 percent and 12.72 percent for the linked quarter, and 1.22 percent and 17.76 percent for the fourth quarter of 2003.

Richard A. Hunt, President and CEO, commented, "Our growth strategy worked well for us in 2004. As in prior years, we achieved strong earnings growth by a combination of entry into new markets and the expansion of our community banking expertise in markets where we already had an established presence. We were pleased to complete 2004 with an expanded geographic footprint in several attractive high-growth Georgia markets. This past year, we acquired Lumpkin County Bank and Southern Heritage Bank, and we opened Bank of Athens, welcoming all three to our GB&T Bancshares family as new divisions of Gainesville Bank & Trust. We enter 2005 on an optimistic note. We believe that our economy is healthy, that our markets are strong, and we see significant opportunities for expansion.

"Our growth strategy continues with the acquisition of Gwinnett-based FNBG Bancshares, Inc., parent of First National Bank of Gwinnett, a $115-million asset bank. We anticipate that the acquisition will be consummated during February, 2005. To support future growth at the same high levels, we added to our capital base during the fourth quarter of 2004 with a public offering of approximately 1.65 million shares. Investors were highly receptive, and we added net proceeds of approximately $35.4 million to our capital."

Total revenue, defined as net interest income plus non-interest income, was $52.1 million for the fiscal year 2004, an increase of 25.7 percent over the $41.4 million reported in 2003. Net interest income increased 28.0 percent, to $40.3 million, reflecting a 31.4 percent growth in average earning assets from 2003. Mr. Hunt noted, "On a year-to-year basis, our net interest income was driven by strong growth in our earning assets. For the same period, our net interest margin experienced an eleven basis point decline to 4.14 percent. However, recent quarterly trends in our margin have been positive as a result of rising interest rates. Since mid-year, our net interest margin improved ten basis points. With expectations of a continuing higher interest rate environment, we look forward to a positive contribution from our margin in 2005."

Non-interest income for fiscal year 2004 was $11.8 million, an increase of 18.6 percent over the $9.9 million reported in 2003. Excluding a one-time gain of $372,000 from the sale of excess real estate parcels associated with the Company's new operations center, non-interest income grew 14.9 percent. Service charges on deposit accounts increased 23.6 percent, reflecting the Company's 34.6 percent deposit growth, and other operating income increased 58.5 percent, of which $372,000 represented the one-time gain, partially offset by an 18.5 percent decline in mortgage origination fees.

Total revenue for the fourth quarter of 2004 was $15.0 million, an increase of 25.0 percent over the $12.0 million reported in the prior-year fourth quarter period. Net interest income rose 26.0 percent to $11.7 million, reflecting a 30.7 percent increase in average earning assets over the prior-year fourth quarter, resulting in a net interest margin of 4.19 percent. Non-interest income was $3.2 million, an increase of 21.7 percent from the fourth quarter of 2003. Excluding the one-time gain from the sale of real estate, fourth quarter non-interest income grew 7.7 percent.

Non-interest expense was $36.2 million in 2004, an increase of 21.8 percent over the $29.7 million reported for 2003; both asset growth and revenue growth outpaced growth of expenses, resulting in improved efficiencies. Excluding one-time charges of $205,000 in 2004 for conversion-related expenses and a $316,000 loss in 2003 from the sale of an acquired company's headquarters building, non-interest expense increased 22.5 percent. Growth in all expense categories was well-controlled. Salaries and employee benefits expense, the largest component of non-interest expense, increased 21.5 percent; the number of full-time equivalent employees increased 19.2 percent, primarily as a result of the two most recent acquisitions. GB&T Bancshares' efficiency ratio was 70.37 percent for fiscal year 2004 compared with 71.56 percent for 2003.

Non-interest expense for the fourth quarter of 2004 was $9.9 million, an increase of 19.5 percent over the $8.3 million reported in the fourth quarter of 2003, again well-controlled relative to the levels of asset and revenue growth. Mr. Hunt noted that this was the fourth consecutive quarter of improvement in the efficiency ratio, reflecting both strong revenue growth and the cost-savings opportunities arising from prior acquisitions.

Nonperforming assets at December 31, 2004, were 0.86 percent of assets compared with 0.60 percent at both September 30, 2004 and December 31, 2003. Annualized net charge-offs for the fourth quarter of 2004 were 0.29 percent of average loans compared with 0.06 percent for the third quarter of 2004 and 0.29 percent for the fourth quarter of 2003. Loan loss reserves at December 31, 2004 were 1.16 percent of total loans. Commenting on asset quality, Mr. Hunt said, "Overall, our outlook is quite positive. The year-over-year increase in nonperforming assets is associated with our acquisition of Lumpkin County Bank, which was reflected in our purchase price of the bank, and with a secured commercial loan that was added to nonperforming status during the fourth quarter. We reversed accrued interest on that loan and believe we are adequately reserved for future loss related to that loan. We also anticipate that a significant nonperforming loan will be paid out in the near future." Nonperforming assets at December 31, 2004, were 0.86 percent of assets compared with 0.60 percent at both September 30, 2004 and December 31, 2003. Annualized net charge-offs for the fourth quarter of 2004 were 0.29 percent of average loans compared with 0.06 percent for the third quarter of 2004 and 0.29 percent for the fourth quarter of 2003. Loan loss reserves at December 31, 2004 were 1.16 percent of total loans.

Total assets were $1.3 billion at December 31, 2004, an increase of $329.9 million, or 34.9 percent, from December 31, 2003. The Lumpkin County Bank and Southern Heritage Bancorp, Inc. acquisitions accounted for $187 million, or 56.7 percent, of the increase. Excluding these two acquisitions, organic growth during this same period was $142.9 million, or approximately 15.1 percent. Loans rose $245.9 million, or 34.6 percent, to $955.9 million at December 31, 2004 as compared with the prior year. Loan growth on a linked quarter basis, which represents exclusively organic growth, was 5.7 percent, or 23.0 percent annualized. Total deposits increased $200.0 million, or 27.4 percent, to $928.6 million at December 31, 2004 as compared with the prior year. Shareholders' equity at December 31, 2004 was $174.7 million, a twelve-month increase of $77.9 million, or 80.4 percent, reflecting the impact of two bank acquisitions during the third quarter and a public offering during the fourth quarter. Shareholders' equity was 13.7 percent of period-end assets. GB&T Bancshares had 11,772,352 shares of common stock outstanding at December 31, 2004.

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 December 31, 2004, GB&T Bancshares had assets of $1.3 billion, with 25 branches located in high-growth Georgia markets. GB&T Bancshares' common stock is listed on the Nasdaq National Market under the symbol "GBTB." Visit the Company's website www.gbt.com for additional information about GB&T.

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 Bancshares has a filed registration statement on Form S-4 and other documents with the Securities and Exchange Commission ("SEC") and will file amendments to those documents in the near future. The registration statement contains a prospectus of GB&T Bancshares relating to the common stock to be issued in the acquisition of FNBG Bancshares and a proxy statement of FNBG Bancshares relating to the acquisition. Investors and shareholders are urged to read the proxy statement/prospectus and any other relevant documents filed with the SEC, as they contain important information. Investors and shareholders will be able to receive the proxy statement/prospectus and other documents filed by GB&T Bancshares 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 Bancshares, FNBG Bancshares and their directors and executive officers may be deemed to be participants in the solicitation of proxies in connection with the acquisition. Information about such directors and executive officers and their ownership of GB&T Bancshares and FNBG Bancshares common stock are set forth in the proxy statement/prospectus. Investors may obtain additional information regarding the interests of such participants by reading the proxy statement/prospectus.



                        G B & T Bancshares Inc.
                   CONSOLIDATED FINANCIAL HIGHLIGHTS
                              (Unaudited)
                  ----------------------------------
            (Dollars in thousands except per share amounts)

                         ----------   ---------   ---------  --------
                          4th Qtr     3rd Qtr     2nd Qtr    1st Qtr
                            2004        2004        2004       2004
                         ----------   ---------   ---------  --------
 EARNINGS
  Net interest income    $   11,716      10,610       9,110     8,886
  Provision for
   loan loss             $      465         332         325       284
  Other income           $    3,238       2,699       2,942     2,899
  Other expense          $    9,901       9,456       8,475     8,348
  Net income             $    2,975       2,400       2,233     2,230
  Non-recurring
   income/expense
   (after-tax)           $      230         127           0         0
  Operating income       $    2,745       2,527       2,233     2,230

 PER SHARE DATA
  Basic earnings per
   share                 $     0.28        0.25        0.26      0.26
  Diluted earnings
   per share             $     0.27        0.25        0.26      0.26
  Operating diluted
   earnings per share    $     0.25        0.26        0.26      0.26
  Book value per share   $    14.84       13.57       11.57     11.65
  Tangible book value
   per share             $    10.19        8.11        7.75      7.79
  Cash dividend per
   share                 $    0.076       0.076       0.076     0.072

 PERFORMANCE RATIOS
  Return on average
   assets                      0.95%       0.84%       0.91%     0.93%
  Return on average
   tangible assets             0.99%       0.88%       0.94%     0.97%
  Return on average
   equity                      7.74%       7.80%       9.05%     9.14%
  Return on average
   tangible equity            12.06%      12.72%      13.53%    13.77%
  Net interest margin          4.19%       4.15%       4.09%     4.13%
  Other expense/Average
   assets                      3.16%       3.33%       3.44%     3.49%
  Efficiency Ratio            67.89%      69.51%      72.40%    72.45%
  Other income/Total
   operating revenue          19.66%      20.28%      22.18%    22.88%

 MARKET DATA
  Market value per share
    -- Period end        $    24.12       22.06       23.90     22.52
  Market as a % of book        1.63        1.63        2.07      1.93
  Cash dividend yield          1.26%       1.38%       1.27%     1.28%
  Common stock dividend
   payout ratio               28.15%      30.40%      29.23%    28.13%
  Period-end common
   shares
   outstanding (000)         11,772      10,052       8,593     8,528
  Common stock market
   capitalization
   ($ Millions)          $   283.95      221.74      205.37    192.04

 CAPITAL & LIQUIDITY
  Equity to assets            13.71%      11.23%       9.94%    10.20%
  Period-end tangible
   equity to tangible
   assets                      9.84%       7.03%       6.88%     7.06%
  Total risk-based
   capital ratio               n/a        12.95%      11.66%    11.78%
  Average loans to
   deposits                   97.99%      96.09%      95.54%    97.39%

 ASSET QUALITY
  Net charge-offs        $      666         132         342         6
  (Ann.) Net loan
   charge-offs / Average
   loans                      0.285%      0.062%      0.186%    0.003%
  Non-performing loans   $   10,059       4,905       2,511     2,951
  OREOs                  $      620       1,240       1,368     2,053
  90-day past dues       $      328       1,110       1,096     1,053
  NPAs + 90 day past
   due / Total assets          0.86%       0.60%       0.50%     0.62%
  Allowance for loan
   losses / Total loans        1.16%       1.25%       1.21%     1.24%
  Allowance for loan
   losses / NPA's +
   90 days past due          100.49%     155.23%     180.64%   148.65%

 END OF PERIOD BALANCES
  Total loans, net of
   unearned fees         $  955,880     904,407     745,437   724,282
  Total assets           $1,274,136   1,215,373   1,000,519   974,213
  Deposits               $  928,603     940,867     778,364   758,178
  Stockholders' equity   $  174,715     136,440      99,431    99,327
  Full-time equivalent
   employees                    453         440         384       388

 AVERAGE BALANCES
  Loans                  $  928,935     840,569     738,092   720,063
  Total earning assets   $1,111,717   1,016,482     896,534   866,228
                         ----------   ---------   ---------  --------
  Total assets           $1,246,184   1,130,820     990,519   960,962
  Deposits               $  947,975     874,783     772,587   739,353
  Stockholders' equity   $  152,932     122,336      99,254    98,137

                                   ---------    ---------    --------
                                    4th Qtr        YTD          YTD
                                      2003         2004         2003
                                   ---------    ---------    --------
 EARNINGS
  Net interest income              $   9,301       40,322      31,504
  Provision for loan loss          $     155        1,406       1,406
  Other income                     $   2,660       11,778       9,928
  Other expense                    $   8,282       36,180      29,693
  Net income                       $   2,803        9,838       7,725
  Non-recurring income/expense      
   (after-tax)                     $       0          103         196
  Operating income                 $   2,803        9,735       7,921
                                    
 PER SHARE DATA                     
  Basic earnings per share         $    0.33         1.05        1.06
  Diluted earnings per share       $    0.32         1.04        1.03
  Operating diluted earnings        
   per share                       $    0.32         1.03        1.06
  Book value per share             $   11.40        14.84       11.40
  Tangible book value               
   per share                       $    7.51        10.19        7.51
  Cash dividend per share          $   0.072         0.30        0.29
                                    
 PERFORMANCE RATIOS                 
  Return on average assets         $    1.18%        0.91%       0.95%
  Return on average                 
   tangible assets                      1.22%        0.95%       0.97%
  Return on average equity             11.62%        8.32%      10.56%
  Return on average                 
   tangible equity                     17.76%       12.90%      13.84%
  Net interest margin                   4.34%        4.14%       4.25%
  Other expense/Average assets          3.47%        3.34%       3.65%
  Efficiency Ratio                     70.58%       70.37%      71.56%
  Other income/Total                
   operating revenue                   20.73%       21.12%      23.25%
                                    
 MARKET DATA                        
  Market value per share            
   -- Period end                   $   18.90        24.12       18.90
  Market as a % of book                 1.66         1.63        1.66
  Cash dividend yield                   1.52%        1.24%       1.53%
  Common stock dividend             
   payout ratio                        22.50%       28.85%      28.16%
  Period-end common shares          
   outstanding (000)                   8,493       11,772       8,493
  Common stock market               
   capitalization ($ Millions)     $  160.55       283.95      160.51
                                    
 CAPITAL & LIQUIDITY                
  Equity to assets                     10.26%       13.71%      10.26%
  Period-end tangible equity        
   to tangible assets                   7.00%        9.84%       7.00%
  Total risk-based                  
   capital ratio                       11.80%        n/a        11.80%
  Average loans to deposits            95.63%       96.79%      95.36%
                                    
 ASSET QUALITY                      
  Net charge-offs                  $     508        1,146       1,082
  (Ann.) Net loan charge-offs/      
   Average loans                        0.29%        0.14%       0.18%
  Non-performing loans             $   3,333       10,059       3,333
  OREOs                            $   1,868          620       1,868
  90-day past dues                 $     509          328         509
  NPAs + 90 day past due/           
   Total assets                         0.60%        0.86%       0.60%
  Allowance for loan losses/        
   Total loans                          1.23%        1.16%       1.23%
  Allowance for loan losses/        
   NPA's + 90 days past due           152.82%      100.49%     152.82%
                                    
 END OF PERIOD BALANCES             
  Total loans, net of               
   unearned fees                   $ 709,958      955,880     709,958
  Total assets                     $ 944,278    1,274,136     944,278
  Deposits                         $ 728,629      928,603     728,629
  Stockholders' equity             $  96,843      174,715      96,843
  Full-time equivalent              
   employees                             380          453         380
                                    
 AVERAGE BALANCES                   
  Loans                            $ 700,662      807,340     608,131
  Total earning assets             $ 850,872      973,246     740,818
  Total assets                     $ 945,785    1,082,701     813,134
  Deposits                         $ 732,672      834,100     637,688
  Stockholders' equity             $  95,701      118,271      73,144

 The following table provides a detailed analysis of
 Non-GAAP measures.

 Reconciliation Table
 (Dollars in thousands) 
              ------- -------  ------- ------- ------- ------  ------
                                                        YTD     YTD
              4th Qtr 3rd Qtr  2nd Qtr 1st Qtr 4th Qtr  12/31   12/31
                2004    2004    2004    2004    2003    2004    2003
               ------  ------  ------  ------  ------  ------  ------
 Book value
  per share    $14.84   13.57   11.57   11.65   11.40   14.84   11.40
 Effect of
  intangible
  assets per
  share        $(4.65)  (5.46)  (3.82)  (3.86)  (3.89)  (4.65)  (3.89)
 Tangible book
  value per
  share        $10.19    8.11    7.75    7.79    7.51   10.19    7.51

 Return on
  average
  assets         0.95%   0.84%   0.91%   0.93%   1.18%   0.91%   0.95%
 Effect of
  intangible
  assets         0.04%   0.04%   0.03%   0.05%   0.04%   0.04%   0.02%
 Return on
  average
  tangible
  assets         0.99%   0.88%   0.94%   0.97%   1.22%   0.95%   0.97%

 Return on
  average
  equity         7.74%   7.80%   9.05%   9.14%  11.62%   8.32%  10.56%
 Effect of
  intangible
  assets         4.32%   4.93%   4.48%   4.63%   6.14%   4.58%   3.28%
 Return on
  average
  tangible
  equity        12.06%  12.72%  13.53%  13.77%  17.76%  12.90%  13.84%

 Equity to
  assets        13.71%  11.23%   9.94%  10.20%  10.26%  13.71%  10.26%
 Effect of
  intangible
  assets        -3 88%  -4.20%  -3.06%  -3.14%  -3.26%  -3.88%  -3.26%
 Period-end
  tangible
  equity to
  tangible
  assets         9.84%   7.03%   6.88%   7.06%   7.00%   9.84%   7.00%


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

                                            12/31/2004    12/31/2003
                                            (Unaudited)   (Unaudited)

 Assets (in thousands):
 Cash and due from banks                     $   20,723    $   17,584
 Interest-bearing deposits in banks                 700           535
 Federal funds sold                                  93         6,534
                                             ----------    ----------
   Total cash and equivalents                    21,516        24,653
                                             ----------    ----------

 Securities available-for-sale, at
  fair value                                    190,636       132,945
 Restricted equity securities                     7,226         4,582
                                             ----------    ----------
   Total securities                             197,862       137,527
                                             ----------    ----------

 Loans                                          955,880       709,958
 Allowance for loan losses                       11,061         8,726
                                             ----------    ----------
   Loans, net                                   944,819       701,232
                                             ----------    ----------

 Premises and equipment                          31,548        25,813
 Goodwill and intangible assets                  54,745        33,043
 Other assets                                    23,646        22,010
                                             ----------    ----------
   Total assets                              $1,274,136    $  944,278
                                             ==========    ==========
 Liabilities and Stockholders' Equity
 (in thousands):

 Deposits
  Non interest-bearing                       $  125,704    $   90,914
  Interest-bearing                              802,899       637,715
                                             ----------    ----------
   Total deposits                               928,603       728,629
                                             ----------    ----------
 Federal funds purchased and
  securities sold under
  repurchase agreements                          47,582        17,314
 Federal Home Loan Bank advances                 80,992        75,703
 Other borrowings                                   934           300
 Other liabilities                               11,412        10,025
 Company guaranteed trust
  preferred securities                           29,898        15,464
                                             ----------    ----------
   Total liabilities                          1,099,421       847,435
                                             ----------    ----------

 Stockholders' equity:
 Capital stock                                  139,207        67,983
 Retained earnings                               35,550        28,393
 Accumulated other comprehensive
  income (loss)                                     (42)          467
                                             ----------    ----------
   Total stockholders' equity                   174,715        96,843
                                             ----------    ----------
   Total liabilities and
    stockholders' equity                     $1,274,136    $  944,278
                                             ==========    ==========


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

                                     Three              Twelve 
                                  months ended       months ended
                                   December 31,       December 31,
                                  2004      2003     2004      2003
                                -------   -------   -------   -------
                                    (Dollars in thousands, except
                                           per share amounts)

 Interest income:
   Loans, including fees        $15,381   $11,991   $52,642   $42,176
   Taxable securities             1,431       936     4,706     3,753
   Nontaxable securities            182       193       736       688
   Federal funds sold                48        28       163       145
   Interest-bearing deposits
    in banks                         10         4        27        30
                                -------   -------   -------   -------
       Total interest income     17,052    13,152    58,274    46,792
                                -------   -------   -------   -------

 Interest expense:
   Deposits                       4,042     2,872    13,379    11,471
   Federal funds purchased and
    securities sold under
    repurchase agreements            98        40       248       168
   Federal Home Loan Bank
    advances                        770       776     3,131     2,844
   Other borrowings                 426       163     1,194       805
                                -------   -------   -------   -------
       Total interest expense     5,336     3,851    17,952    15,288
                                -------   -------   -------   -------

       Net interest income       11,716     9,301    40,322    31,504

 Provision for loan losses          465       155     1,406     1,406
                                -------   -------   -------   -------

      Net interest income after
       provision for loan losses 11,251     9,146    38,916    30,098
                                -------   -------   -------   -------

  Other income:
   Service charges on deposit
    accounts                      1,642     1,413     6,121     4,953
   Mortgage origination fees        513       459     1,988     2,440
   Insurance commissions            165       183       621       614
   Gain on sale of securities        --       227       609       382
   Other operating income           918       378     2,439     1,539
                                -------   -------   -------   -------
       Total other income         3,238     2,660    11,778     9,928
                                -------   -------   -------   -------

 Other expense:
   Salaries and employee
    benefits                      5,651     4,507    20,893    17,193
   Occupancy and equipment
    expenses, net                 1,381     1,001     5,099     4,138
   Other operating expenses       2,869     2,774    10,188     8,362
                                -------   -------   -------   -------
       Total other expense        9,901     8,282    36,180    29,693
                                -------   -------   -------   -------

       Income before income
        taxes                     4,588     3,524    14,514    10,333

 Income tax expense               1,613       721     4,676     2,608
                                -------   -------   -------   -------

       Net income               $ 2,975   $ 2,803   $ 9,838   $ 7,725
                                =======   =======   =======   =======

 Earnings per share:
   Basic                        $  0.28   $  0.33   $  1.05   $  1.06
                                =======   =======   =======   =======
   Diluted                      $  0.27   $  0.32   $  1.04   $  1.03
                                =======   =======   =======   =======

 Weighted average shares

   Basic                         10,784     8,491     9,340     7,313
                                =======   =======   =======   =======
   Diluted                       11,004     8,669     9,472     7,469
                                =======   =======   =======   =======

 Cash dividends per
  common share                  $ 0.076   $ 0.072   $ 0.300   $ 0.288
                                =======   =======   =======   =======


            

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