GB&T Bancshares Reports 3rd Quarter 2004 Net Income of $2.4 Million, Up 62.4%

Declares Cash Dividend of $0.076


GAINESVILLE, Ga., Oct. 13, 2004 (PRIMEZONE) -- GB&T Bancshares, Inc. (Nasdaq:GBTB), a fast-growing multi-bank holding company operating five community banks based in Georgia, reported third quarter 2004 net income of $2.4 million, a 62.4 percent increase over the $1.5 million reported for the prior-year third quarter. Earnings reflect strong balance sheet growth achieved organically and through an active acquisition strategy. Diluted earnings per share for the third quarter of 2004 were $0.25, an increase of 31.6 percent over the $0.19 reported for the prior-year third quarter. The quarterly earnings per share comparison reflects a 27.1 percent increase in average diluted shares outstanding to 9,621,000 as a result of the 262,682 shares issued in connection with the acquisition of Lumpkin County Bank, a $66 million asset bank, which closed on August 19, 2004, the 1,141,628 shares issued in connection with the acquisition of Southern Heritage Bank, a $121 million asset bank, which closed on August 2, 2004, as well as the 1,397,584 shares issued in connection with the acquisition of First National Bank of the South, a $127 million asset bank, which closed on August 29, 2003.

For the first nine months of 2004, GB&T Bancshares reported net income of $6.9 million, a 39.4 percent increase over the $4.9 million reported for the 2003 nine-month period. Diluted earnings per share were $0.77, an 11.6 percent increase over the $0.69 reported for the prior-year period. The year-to-date per share comparison reflects a 24.4 percent increase in average diluted shares outstanding issued in connection with the above-mentioned acquisitions.

At a meeting held on October 13, 2004, the Board of Directors of GB&T Bancshares declared a fourth quarter cash dividend of $0.076 per share on the Company's common stock. The $0.076 dividend is a 5.6 percent increase over the dividend announced for the prior-year fourth quarter. The declared dividend is payable on November 12, 2004 to shareholders of record as of the close of business on November 1, 2004.

The annualized returns on average assets ("ROA") and average equity ("ROE") for the third quarter of 2004 were 0.84 percent and 7.80 percent, respectively, compared with 0.72 percent and 7.94 percent for the third quarter of 2003. Adjusted to exclude intangibles, the annualized return on average assets ("ROTA") and average equity ("ROTE") were 0.88 percent and 12.72 percent, respectively, compared with 0.74 percent and 10.20 percent for the third quarter of 2003. For the first nine months of 2004, annualized ROA and ROE were 0.89 percent and 8.60 percent, respectively, compared with 0.86 percent and 9.96 percent for the prior-year period. Adjusted to exclude intangibles, nine-month ROTA and ROTE were 0.93 percent and 13.31 percent, respectively, for 2004 compared with 0.87 percent and 12.13 percent for 2003.

Richard A. Hunt, President and CEO, commented, "We have remained focused on strong earnings growth as a result of a combination of internal expansion and acquisitions. We now have 25 banking offices in many of the high growth markets in Georgia. This past quarter, we closed on two acquisitions, Lumpkin County Bank and Southern Heritage Bank, announced the execution of a definitive agreement to acquire Gwinnett-based FNBG Bancshares, Inc., parent of First National Bank of Gwinnett, a $115-million asset bank, and opened a de novo branch, Bank of Athens which will operate as a division of Gainesville Bank & Trust. We are pleased with our Company's growing success in its markets as customers respond favorably to our combination of service, lending expertise and technology. Our expansion strategy continues."

Total revenue, defined as net interest income and non-interest income, was $13.3 million for the third quarter of 2004, an increase of 28.1 percent over the $10.4 million reported in the prior-year period. Net interest income rose 34.9 percent to $10.6 million, reflecting a 37.2 percent increase in average earning assets over the prior-year quarter, partially offset by a decrease in the net interest margin over the same period to 4.15 percent. Mr. Hunt noted, "We are encouraged by the recent increases in the federal funds rate; our net interest margin improved six basis points over the June, 2004 quarter. We believe this recent margin improvement coupled with continued strong growth in earning assets positions us for strong revenue momentum."

Non-interest income for the third quarter of 2004 was $2.7 million, an increase of 6.9 percent over the prior-year period. The majority of the increase was derived from growth in service charges on deposit accounts, up 26.2 percent, and improvement in other operating income, up 28.5 percent. Growth in both of these categories reflects the previously-mentioned acquisitions and organic growth, partially offset by a 27.8 percent decline in mortgage origination fees. Non-interest income represented 20.3 percent of total revenue for the third quarter of 2004.

Non-interest expense for the third quarter of 2004 was $9.5 million, an increase of 29.2 percent over the third quarter of 2003. Excluding $195 thousand in merger-related expenses, non-interest expense increased 26.5 percent. Salaries and employee benefits expense increased 22.3 percent, reflecting a 20.5 percent increase in full-time equivalent staff from the two most recent acquisitions, as well as merit and benefits increases. GB&T Bancshares' efficiency ratio was 70.10 percent for the third quarter of 2004 compared to 70.98 percent for the prior-year period.

Asset quality remains strong. Nonperforming assets at September 30, 2004, were 0.60 percent of assets compared with 0.50 percent at June 30, 2004 and 0.75 percent at September 30, 2003. Annualized net charge-offs for the third quarter of 2004 were 0.06 percent of average loans compared with 0.10 percent for the third quarter of 2003. Loan loss reserves were 1.25 percent of total loans. Mr. Hunt commented, "The majority of the $2.4 million increase in non-performing loans is associated with our acquisition of Lumpkin County Bank; we were well-aware of the situation as we negotiated the definitive agreement to purchase the bank and adequate reserves were reflected in the purchase price."

Total assets were $1.2 billion at September 30, 2004, an increase of $296.1 million, or 32.2 percent, from September 30, 2003. The Lumpkin County Bank and Southern Heritage Bancorp, Inc. acquisitions accounted for $187 million, or 63.2 percent of the increase. Excluding these two acquisitions, organic growth during this same period was $109.1 million, or approximately 11.9 percent at September 30, 2004 compared to September 30, 2003. Loans rose $219.3 million, or 32.0 percent, to $904.4 million at September 30, 2004 compared to September 30, 2003. Total deposits increased $228.6 million, or 32.1 percent, to $940.9 million during this same period.

Shareholders' equity at September 30, 2004 was $136.4 million, a twelve-month increase of $41.3 million, or 43.4 percent, reflecting the impact of the Lumpkin County Bank and Southern Heritage Bancorp, Inc. acquisitions. Shareholders' equity was 11.2 percent of period-end assets. GB&T Bancshares had 10,051,693 shares of common stock outstanding at September 30, 2004.

In addition, at the shareholders' meeting held on October 13, 2004, the Company's shareholders approved an amendment to the Company's Articles of Incorporation to eliminate preemptive rights.

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 September 30, 2004, GB&T Bancshares had assets of $1.2 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 will be filing a registration statement on Form S-4 and other documents with the Securities and Exchange Commission ("SEC"). The registration statement will contain 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 when they become available because they will 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 will be set forth in the proxy statement/prospectus. Investors may obtain additional information regarding the interests of such participants by reading the proxy statement/prospectus when it becomes available.


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

                      3rd Qtr      2nd Qtr  1st Qtr  4th Qtr  3rd Qtr
                        2004        2004      2004     2003     2003
                     ----------  ---------  -------  -------  -------
 EARNINGS
  Net interest
   income            $   10,610      9,110    8,886    9,301    7,865
  Provision for
   loan loss         $      332        325      284      155      861
  Other income       $    2,699      2,942    2,899    2,660    2,524
  Other expense      $    9,456      8,475    8,348    8,282    7,319
  Net income         $    2,400      2,233    2,230    2,803    1,478
  Non-recurring
   expense (merger-
   related expenses)
   after-tax         $      127          0        0        0        0
  Operating income   $    2,527      2,233    2,230    2,803    1,478

 PER SHARE DATA
  Basic earnings per
   share             $     0.25       0.26     0.26     0.33     0.20
  Diluted earnings
   per share         $     0.25       0.26     0.26     0.32     0.19
  Operating diluted
   earnings per
   share             $     0.26       0.26     0.26     0.32     0.19
  Book value per
   share             $    13.57      11.57    11.65    11.40    11.21
  Tangible book
   value per share   $     8.11       7.75     7.79     7.51     7.67
  Cash dividend per
   share             $    0.076      0.076    0.072    0.072    0.072

 PERFORMANCE RATIOS
  Return on average
   assets                  0.84%      0.91%    0.93%    1.18%    0.72%
  Return on average
   tangible assets         0.88%      0.94%    0.97%    1.22%    0.74%
  Return on average
   equity                  7.80%      9.05%    9.14%   11.62%    7.94%
  Return on average
   tangible equity        12.72%     13.53%   13.77%   17.76%   10.20%
  Net interest
   margin                  4.15%      4.09%    4.13%    4.34%    4.21%
  Other expense/
   Average assets          3.33%      3.44%    3.49%    3.47%    3.58%
  Efficiency Ratio        70.10%     72.40%   72.45%   70.58%   70.98%
  Other income/Total
   operating revenue      20.28%     22.18%   22.88%   20.73%   23.72%

 MARKET DATA
  Market value per
   share - Period end$    22.06      23.90    22.52    18.90    17.81
  Market as a % of
   book                    1.63       2.07     1.93     1.66     1.59
  Cash dividend
   yield                   1.38%      1.27%    1.28%    1.52%    1.62%
  Common stock
   dividend payout
   ratio                  30.40%     29.23%   28.13%   22.50%   37.50%
  Period-end common
   shares out-
   standing (000)        10,052      8,593    8,528    8,493    8,490
  Common stock
   market capitaliza-
   tion ($Millions)  $   221.74     205.37   192.04   160.55   151.20

 CAPITAL & LIQUIDITY
  Equity to assets        11.23%      9.94%   10.20%   10.26%   10.35%
  Period-end tangible
   equity to tangible
   assets                  7.03%      6.88%    7.06%    7.00%    7.33%
  Total risk-based
   capital ratio            n/a      11.66%   11.78%   11.80%   12.34%
  Average loans to
   deposits               96.09%     95.54%   97.39%   95.63%   96.00%

 ASSET QUALITY
  Net charge-offs    $      132        342        6      508      157
  (Ann.) Net loan
   charge-offs/
   Average loans          0.062%     0.186%   0.003%    0.29%    0.10%
  Non-performing
   loans             $    4,905      2,511    2,951    3,333    4,849
  OREOs              $    1,240      1,368    2,053    1,868    1,279
  90-day past dues   $    1,110      1,096    1,053      509      750
  NPAs + 90 day past
   due/Total assets        0.60%      0.50%    0.62%    0.60%    0.75%
  Allowance for loan
   losses/Total loans      1.25%      1.21%    1.24%    1.23%    1.33%
  Allowance for loan
   losses/NPAs + 90
   days past due         155.23%    180.64%  148.65%  152.82%  132.00%

 END OF PERIOD
 BALANCES
  Total loans, net
   of unearned fees  $  904,407    745,437  724,282  709,958  685,098
  Total assets       $1,215,373  1,000,519  974,213  944,278  919,228
  Deposits           $  940,867    778,364  758,178  728,629  712,289
  Stockholders'
   equity            $  136,440     99,431   99,327   96,843   95,172
  Full-time
   equivalent
   employees                440        384      388      380      365

 AVERAGE BALANCES
  Loans              $  840,569    738,092  720,063  700,662  611,294
  Total earning
   assets            $1,016,482    896,534  866,228  850,872  741,039
  Total assets       $1,130,820    990,519  960,962  945,785  811,516
  Deposits           $  874,783    772,587  739,353  732,672  636,735
  Stockholders'
   equity            $  122,336     99,254   98,137   95,701   73,868

 n/a = not available

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

 Reconciliation Table
 (Dollars in thousands)

                 3rd    2nd    1st    4th     3rd 
                 Qtr    Qtr    Qtr    Qtr     Qtr         YTD 9/30
                 2004   2004   2004   2003    2003     2004     2003
                 -----  -----  -----  -----   -----    -----    -----
 Book value
  per share    $ 13.57  11.57  11.65  11.40   11.21    13.57    11.21
 Effect of
  intangible
  assets per
  share        $ (5.46) (3.82) (3.86) (3.89)  (3.54)   (5.46)   (3.54)
 Tangible book
  value per
  share        $  8.11   7.75   7.79   7.51    7.67     8.11     7.67

 Return on
  average
  assets          0.84%  0.91%  0.93%  1.18%   0.72%    0.89%    0.86%
 Effect of
  intangible
  assets          0.04%  0.03%  0.05%  0.04%   0.03%    0.04%    0.01%
 Return on
  average
  tangible
  assets          0.88%  0.94%  0.97%  1.22%   0.74%    0.93%    0.87%

 Return on
  average
  equity          7.80%  9.05%  9.14% 11.62%   7.94%    8.60%    9.96%
 Effect of
  intangible
  assets          4.93%  4.48%  4.63%  6.14%   2.26%    4.71%    2.17%
 Return on
  average
  tangible
  equity         12.72% 13.53% 13.77% 17.76%  10.20%   13.31%   12.13%

 Equity to
  assets         11.23%  9.94% 10.20% 10.26%  10.35%   11.23%   10.35%
 Effect of
  intangible
  assets         -4.20% -3.06% -3.14% -3.26%  -3.02%   -4.20%   -3.02%
 Period-end
  tangible
  equity to
  tangible
  assets          7.03%  6.88%  7.06%  7.00%   7.33%    7.03%    7.33%

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

                                             9/30/2004    9/30/2003
                                            (Unaudited)  (Unaudited)
                                             ----------   ----------
 Assets (in thousands):

 Cash and due from banks                     $   23,442   $   24,960
 Interest-bearing deposits in banks               2,658          542
 Federal funds sold                              13,995            0
                                             ----------   ----------
   Total cash and equivalents                    40,095       25,502
                                             ----------   ----------

 Securities available-for-sale,
  at fair value                                 165,336      136,429
 Restricted equity securities                     5,273        4,582
                                             ----------   ----------
   Total securities                             170,609      141,011
                                             ----------   ----------

 Loans                                          904,407      685,098
 Allowance for loan losses                       11,262        9,079
                                             ----------   ----------
   Loans, net                                   893,145      676,019
                                             ----------   ----------

 Premises and equipment                          32,413       26,117
 Goodwill and intangible assets                  54,896       30,851
 Other assets                                    24,215       19,728
                                             ----------   ----------
   Total assets                              $1,215,373   $  919,228
                                             ==========   ==========
 Liabilities and Stockholders'
 Equity (in thousands):

 Deposits
  Non interest-bearing                       $  126,469   $   96,406
  Interest-bearing                              814,398      615,883
                                             ----------   ----------
   Total deposits                               940,867      712,289
                                             ----------   ----------
 Federal funds purchased and securities
  sold under repurchase agreements               20,479       14,455
 Federal Home Loan Bank advances                 75,094       75,825
 Other borrowings                                   542          233
 Other liabilities                               12,053        6,254
 Company guaranteed trust preferred
  securities                                     29,898       15,000
                                             ----------   ----------
   Total liabilities                          1,078,933      824,056
                                             ----------   ----------

 Stockholders' equity:

 Capital stock                                  102,501       67,888
 Retained earnings                               33,339       26,626
 Accumulated other comprehensive
  income (loss)                                     600          658
                                             ----------   ----------
   Total stockholders' equity                   136,440       95,172
                                             ----------   ----------
    Total liabilities and
     stockholders' equity                    $1,215,373   $  919,228
                                             ==========   ==========

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

                                 Three months ended  Nine months ended
                                    September 30,       September 30,
                                   2004      2003      2004      2003
                                 -------   -------   -------   -------
                      (Dollars in thousands, except per share amounts)
 Interest income:
  Loans, including fees          $13,713   $10,480   $37,261   $30,185
  Taxable securities               1,250       882     3,275     2,817
  Nontaxable securities              184       169       554       495
  Federal funds sold                  55        11       115       117
  Interest-bearing deposits
   in banks                            9         9        17        26
                                 -------   -------   -------   -------
   Total interest income          15,211    11,551    41,222    33,640
                                 -------   -------   -------   -------

 Interest expense:
  Deposits                         3,429     2,723     9,337     8,599
  Federal funds purchased and
   securities sold under
   repurchase agreements              45       150       128
  Federal Home Loan Bank
   advances                          760       703     2,361     2,068
  Other borrowings                   355       215       768       642
                                 -------   -------   -------   -------
   Total interest expense          4,601     3,686    12,616    11,437
                                 -------   -------   -------   -------
   Net interest income            10,610     7,865    28,606    22,203

 Provision for loan losses           332       861       941     1,251
                                 -------   -------   -------   -------

   Net interest income after
    provision for loan losses     10,278     7,004    27,665    20,952
                                 -------   -------   -------   -------
  Other income:
   Service charges on
    deposit accounts               1,598     1,266     4,479     3,540
   Mortgage origination fees         504       698     1,475     1,981
   Insurance commissions             155       138       456       431
   Gain on sale of securities         --        78       609       155
   Other operating income            442       344     1,521     1,161
                                 -------   -------   -------   -------
    Total other income             2,699     2,524     8,540     7,268
                                 -------   -------   -------   -------
 Other expense:
  Salaries and employee
   benefits                        5,369     4,391    15,242    12,686
  Occupancy and equipment
   expenses, net                   1,292     1,103     3,718     3,137
  Other operating expenses         2,795     1,825     7,319     5,588
                                 -------   -------   -------   -------
    Total other expense            9,456     7,319    26,279    21,411
                                 -------   -------   -------   -------
    Income before income taxes     3,521     2,209     9,926     6,809

 Income tax expense                1,121       731     3,063     1,887
                                 -------   -------   -------   -------
    Net income                   $ 2,400   $ 1,478   $ 6,863   $ 4,922
                                 =======   =======   =======   =======
 Earnings per share:
   Basic                         $  0.25   $  0.20   $  0.78   $  0.71
                                 =======   =======   =======   =======
   Diluted                       $  0.25   $  0.19   $  0.77   $  0.69
                                 =======   =======   =======   =======
 Weighted average shares
   Basic                           9,491     7,310     8,855     6,915
                                 =======   =======   =======   =======
   Diluted                         9,621     7,568     8,888     7,146
                                 =======   =======   =======   =======
 Cash dividends per common
  share                          $ 0.076   $ 0.072   $ 0.224   $ 0.212
                                 =======   =======   =======   =======


            

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