##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

|      |  |                                                                                                                                          
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------
|[X]   |  | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended September 30,
2002
|      |  |                                                                                                                                          
|[   ] |  | Transition report under Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from      to                

Commission file number: 000-30805

|                                                      
|------------------------------------------------------
|WGNB CORP                                             
|                                                      
|(Exact name of registrant as specified in its charter)

|                         |  |                                     
|------------------------ |  | ------------------------------------
|Georgia                  |  | 58-1640130                          
|                         |  |                                     
|(State of Incorporation) |  | (I.R.S. Employer Identification No.)

| |                                                         | 
| | ------------------------------------------------------- | 
| | 201 Maple Street
P.O. Box 280
Carrollton, Georgia 30112 | 
| |                                                         | 
| | (Address of principal executive offices)                | 
| |                                                         | 
| | (770) 832-3557                                          | 
| |                                                         | 
| | (Registrantss telephone number, including area code)   | 

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X]      No [   ]

Indicate the number of shares outstanding of each of the issuers classes of
common stock, as of the latest practicable date:

|                              |  |                                 |           | 
|----------------------------- |  | ------------------------------- | --------- | 
|Class                         |  | Outstanding at November 5, 2002
|Common Stock, $1.25 par value |  |                                 | 3,306,733 | 





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TABLE OF CONTENTS



|                                                                                              |                                                 |  |  |  |  |  |  | 
|--------------------------------------------------------------------------------------------- | ----------------------------------------------- |  |  |  |  |  |  | 
|Part I  Financial Information                                                               
|Item 1. Financial Statements                                                                 
|                                                                                              | Consolidated Balance Sheet                     
|                                                                                              | Consolidated Statements of Earnings            
|                                                                                              | Consolidated Statements of Comprehensive Income
|                                                                                              | Consolidated Statements of Cash Flows          
|                                                                                              | Notes to Consolidated Financial Statements     
|Item 2. Managements Discussion and Analysis of Results of Operations and Financial Condition
|Item 3. Quantitative and Qualitative Disclosures About Market Risk                           
|Item 4. Controls and Procedures                                                              
|Part II  Other Information                                                                  
|Item 1. Legal Proceedings                                                                    
|Item 2. Changes in Securities and Use of Proceeds                                            
|Item 3. Defaults Upon Senior Securities                                                      
|Item 4. Submission of Matters to a Vote of Security Holders                                  
|Item 5. Other Information                                                                    
|Item 6. Exhibits and Reports on Form 8-K                                                     
|                                                                                              | SIGNATURES                                     
|                                                                                              | CERTIFICATIONS                                 
|EX-99.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER                                             
|EX-99.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER                                             



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##### Table of Contents



WGNB CORP.

INDEX TO FORM 10-Q

|             |         |                       |                                                                                       |                                                                                                                           |  |    |    | 
|------------ | ------- | --------------------- | ------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------- |  | -- | -- | 
|Item Number  |         |                       |                                                                                       |                                                                                                                           |  |   
|in Form 10-Q |         | Description           |                                                                                       | Page                                                                                                                     
|             |         |                       |                                                                                       |                                                                                                                          
|Part One     |         | Financial Information |                                                                                       |                                                                                                                           |  |   
|             | Item 1. |                       | Financial Statements                                                                  |                                                                                                                           |  | 1  |   
|             |         |                       |                                                                                       | Consolidated Balance Sheets at September 30, 2002 and
December 31, 2001                                                   |  |    | 2  | 
|             |         |                       |                                                                                       | Consolidated Statements of Earnings for Three and Nine Months
Ended September 30, 2002 and September 30, 2001             |  |    | 3  | 
|             |         |                       |                                                                                       | Consolidated Statements of Comprehensive Income for Three and
Nine Months Ended September 30, 2002 and September 30, 2001 |  |    | 4  | 
|             |         |                       |                                                                                       | Consolidated Statements of Cash Flows for Nine Months Ended
September 30, 2002 and September 30, 2001                     |  |    | 5  | 
|             |         |                       |                                                                                       | Notes to Consolidated Financial Statements                                                                                |  |    | 7  | 
|             | Item 2. |                       | Managements Discussion and Analysis of Results of Operations and Financial Condition |                                                                                                                           |  | 9  |   
|             | Item 3. |                       | Quantitative and Qualitative Disclosures About Market Risk                            |                                                                                                                           |  | 13 |   
|             | Item 4. |                       | Controls and Procedures                                                               |                                                                                                                           |  | 13 |   
|Part Two     |         | Other Information     |                                                                                       |                                                                                                                           |  |   
|             | Item 1. |                       | Legal Proceedings                                                                     |                                                                                                                           |  | 14 |   
|             | Item 2. |                       | Changes in Securities and Use of Proceeds                                             |                                                                                                                           |  | 14 |   
|             | Item 3. |                       | Defaults Upon Senior Securities                                                       |                                                                                                                           |  | 14 |   
|             | Item 4. |                       | Submission of Matters to a Vote of Security Holders                                   |                                                                                                                           |  | 14 |   
|             | Item 5. |                       | Other Information                                                                     |                                                                                                                           |  | 14 |   
|             | Item 6. |                       | Exhibits and Reports on Form 8-K                                                      |                                                                                                                           |  | 14 |   
|             |         |                       |                                                                                       | Signatures                                                                                                                |  |    | 16 | 
|             |         |                       |                                                                                       | Certifications                                                                                                            |  |    | 17 | 





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##### Table of Contents






Part I  Financial Information




Item 1.     Financial Statements

The unaudited financial statements of WGNB Corp. (the Company) are set
forth on the following pages. All adjustments have been made which, in the
opinion of management, are necessary in order to make the financial statements
not misleading.





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##### Table of Contents






WGNB CORP.Consolidated Balance Sheet

|                                                                         |                                                                                                                    |   |                            |                           |  |                      |             |                   |  |             |            | 
|------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------ | - | -------------------------- | ------------------------- |  | -------------------- | ----------- | ----------------- |  | ----------- | ---------- | 
|                                                                         |                                                                                                                    |   |                            |                           |  | For the Period Ended
|                                                                         |                                                                                                                    |   |                            |                           |  |                     
|                                                                         |                                                                                                                    |   |                            |                           |  | September 30, 2002   |             | December 31, 2001
|                                                                         |                                                                                                                    |   |                            |                           |  | (Unaudited)          |             | (Audited)        
|                                                                         |                                                                                                                    |   |                            |                           |  |                      |             |                  
|Assets                                                                  
|Cash and cash due from banks, including reserve requirements
of $100,000 |                                                                                                                    | $ | 11,039,247                 |                           |  |                      | 11,314,895  |                  
|Federal funds sold                                                       |                                                                                                                    |   | 11,837,000                 |                           |  |                      | 19,684,000  |                  
|                                                                         |                                                                                                                    |   |                            |                           |  |                      |             |                  
|                                                                         |                                                                                                                    |   |                            | Cash and cash equivalents |  |                      | 22,876,247  |                   |  |             | 30,998,895 | 
|Securities available for sale                                            |                                                                                                                    |   | 53,548,546                 |                           |  |                      | 54,934,146  |                  
|Securities held to maturity                                              |                                                                                                                    |   | 3,000,000                  |                           |  |                      | 2,000,000   |                  
|Loans, net                                                               |                                                                                                                    |   | 269,357,174                |                           |  |                      | 249,560,369 |                  
|Premises and equipment, net                                              |                                                                                                                    |   | 6,081,357                  |                           |  |                      | 6,306,346   |                  
|Accrued interest receivable                                              |                                                                                                                    |   | 1,946,670                  |                           |  |                      | 1,936,980   |                  
|Other assets                                                             |                                                                                                                    |   | 4,562,896                  |                           |  |                      | 4,485,301   |                  
|                                                                         |                                                                                                                    |   |                            |                           |  |                      |             |                  
|                                                                         |                                                                                                                    | $ | 361,372,890                |                           |  |                      | 350,222,037 |                  
|                                                                         |                                                                                                                    |   |                            |                           |  |                      |             |                  
|Liabilities
and Stockholders Equity                                     |                                                                                                                    |   |                            |                           |  |                      |             |                  
|Deposits:                                                                |                                                                                                                    |   |                            |                           |  |                      |             |                  
|                                                                         | Demand                                                                                                             |   | $                          | 37,051,647                |  |                      |             | 32,972,953        | 
|                                                                         | Interest bearing demand                                                                                            |   |                            | 111,235,449               |  |                      |             | 109,464,714       | 
|                                                                         | Savings                                                                                                            |   |                            | 8,631,570                 |  |                      |             | 8,235,588         | 
|                                                                         | Time                                                                                                               |   |                            | 80,423,606                |  |                      |             | 88,363,915        | 
|                                                                         | Time, over $100,000                                                                                                |   |                            | 36,111,989                |  |                      |             | 41,493,958        | 
|                                                                         |                                                                                                                    |   |                            |                           |  |                      |             |                  
|                                                                         |                                                                                                                    |   | Total deposits             |                           |  | 273,454,261          |             |                   |  | 280,531,128 |           
|Federal Home Loan Bank advances                                          |                                                                                                                    |   | 45,000,000                 |                           |  |                      | 35,000,000  |                  
|Other borrowings                                                         |                                                                                                                    |   | 767,000                    |                           |  |                      | 1,282,000   |                  
|Accrued interest payable                                                 |                                                                                                                    |   | 1,203,120                  |                           |  |                      | 1,895,387   |                  
|Other liabilities                                                        |                                                                                                                    |   | 3,115,199                  |                           |  |                      | 2,309,195   |                  
|                                                                         |                                                                                                                    |   |                            |                           |  |                      |             |                  
|                                                                         |                                                                                                                    |   | Total liabilities          |                           |  | 323,539,580          |             |                   |  | 321,017,710 |           
|                                                                         |                                                                                                                    |   |                            |                           |  |                      |             |                  
|Stockholders equity:                                                    |                                                                                                                    |   |                            |                           |  |                      |             |                  
|                                                                         | Common stock, $1.25 par value, 10,000,000 shares authorized;
3,306,733 and 3,100,355 shares issued and outstanding |   |                            | 4,133,416                 |  |                      |             | 3,875,444         | 
|                                                                         | Additional paid-in capital                                                                                         |   |                            | 5,367,173                 |  |                      |             | 829,324           | 
|                                                                         | Retained earnings                                                                                                  |   |                            | 26,879,464                |  |                      |             | 24,111,323        | 
|                                                                         | Accumulated comprehensive income                                                                                   |   |                            | 1,453,257                 |  |                      |             | 388,236           | 
|                                                                         |                                                                                                                    |   |                            |                           |  |                      |             |                  
|                                                                         |                                                                                                                    |   | Total stockholders equity |                           |  | 37,833,310           |             |                   |  | 29,204,327  |           
|                                                                         |                                                                                                                    |   |                            |                           |  |                      |             |                  
|                                                                         |                                                                                                                    | $ | 361,372,890                |                           |  |                      | 350,222,037 |                  
|                                                                         |                                                                                                                    |   |                            |                           |  |                      |             |                  

See accompanying notes to consolidated financial statements.

2



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WGNB CORP.
Consolidated Statements of Earnings
For the Three and Nine Months Ended September 30, 2002 and 2001
(unaudited)

|                                   |                                          |         |                                                     |           |                      |           |                     |           |           |           |           |            |           |            |           |            |           |            | 
|---------------------------------- | ---------------------------------------- | ------- | --------------------------------------------------- | --------- | -------------------- | --------- | ------------------- | --------- | --------- | --------- | --------- | ---------- | --------- | ---------- | --------- | ---------- | --------- | ---------- | 
|                                   |                                          |         |                                                     |           | For the Three Months |           | For the Nine Months
|                                   |                                          |         |                                                     |           | Ended September 30   |           | Ended September 30 
|                                   |                                          |         |                                                     |           |                      |           |                    
|                                   |                                          |         |                                                     |           | 2002                 |           | 2001                |           | 2002      |           | 2001     
|                                   |                                          |         |                                                     |           |                      |           |                     |           |           |           |          
|Interest income:                   |                                          |         |                                                     |           |                      |           |                     |           |           |           |           |            |           |            |           |           
|                                   | Interest and fees on loans               |         | $                                                   | 5,318,718 |                      |           |                     | 5,867,061 |           |           |           | 15,633,769 |           |            |           | 17,653,717 |          
|                                   | Interest on federal funds sold           |         |                                                     | 24,461    |                      |           |                     | 156,891   |           |           |           | 169,401    |           |            |           | 365,704    |          
|Interest on investment securities: |                                          |         |                                                     |           |                      |           |                     |           |           |           |           |            |           |            |           |           
|                                   | U.S. Government agencies                 |         |                                                     | 375,700   |                      |           |                     | 375,048   |           |           |           | 1,231,767  |           |            |           | 1,265,930  |          
|                                   | State, county and municipal              |         |                                                     | 277,606   |                      |           |                     | 247,745   |           |           |           | 877,317    |           |            |           | 624,289    |          
|                                   | Other                                    |         |                                                     | 115,366   |                      |           |                     | 60,103    |           |           |           | 323,743    |           |            |           | 174,387    |          
|                                   |                                          |         |                                                     |           |                      |           |                     |           |           |           |           |            |           |            |           |           
|                                   |                                          |         | Total interest income                               |           |                      | 6,111,851 |                     |           |           | 6,706,848 |           |            |           | 18,235,997 |           |            |           | 20,084,027 | 
|                                   |                                          |         |                                                     |           |                      |           |                     |           |           |           |           |            |           |            |           |           
|Interest expense:                  |                                          |         |                                                     |           |                      |           |                     |           |           |           |           |            |           |            |           |           
|                                   | Interest on deposits:                    |         |                                                     |           |                      |           |                     |           |           |           |           |            |           |            |           |            |          
|                                   |                                          | Demand  |                                                     |           | 381,217              |           |                     |           | 623,506   |           |           |            | 1,152,626 |            |           |            | 2,148,621 |           
|                                   |                                          | Savings |                                                     |           | 25,506               |           |                     |           | 54,031    |           |           |            | 73,127    |            |           |            | 172,862   |           
|                                   |                                          | Time    |                                                     |           | 1,129,081            |           |                     |           | 1,924,916 |           |           |            | 3,908,725 |            |           |            | 5,507,108 |           
|                                   | Interest on FHLB and other borrowings    |         |                                                     | 519,284   |                      |           |                     | 541,028   |           |           |           | 1,436,720  |           |            |           | 1,423,262  |          
|                                   |                                          |         |                                                     |           |                      |           |                     |           |           |           |           |            |           |            |           |           
|                                   |                                          |         | Total interest expense                              |           |                      | 2,055,088 |                     |           |           | 3,143,481 |           |            |           | 6,571,198  |           |            |           | 9,251,853  | 
|                                   |                                          |         |                                                     |           |                      |           |                     |           |           |           |           |            |           |            |           |           
|                                   |                                          |         | Net interest income                                 |           |                      | 4,056,763 |                     |           |           | 3,563,367 |           |            |           | 11,664,799 |           |            |           | 10,832,174 | 
|Provision for loan losses          |                                          |         | 75,000                                              |           |                      |           | 228,000             |           |           |           | 225,000   |            |           |            | 682,500   |           
|                                   |                                          |         |                                                     |           |                      |           |                     |           |           |           |           |            |           |            |           |           
|                                   |                                          |         | Net interest income after provision
for loan losses |           |                      | 3,981,763 |                     |           |           | 3,335,367 |           |            |           | 11,439,799 |           |            |           | 10,149,674 | 
|                                   |                                          |         |                                                     |           |                      |           |                     |           |           |           |           |            |           |            |           |           
|Other income:                      |                                          |         |                                                     |           |                      |           |                     |           |           |           |           |            |           |            |           |           
|                                   | Service charges on deposit accounts      |         |                                                     | 815,335   |                      |           |                     | 710,287   |           |           |           | 2,321,072  |           |            |           | 2,110,153  |          
|                                   | Gain on sale of investment securities    |         |                                                     |          |                      |           |                     | 22,008    |           |           |           | 8,566      |           |            |           | 22,008     |          
|                                   | Gain on settlement of interest rate swap |         |                                                     | 252,950   |                      |           |                     |          |           |           |           | 252,950    |           |            |           |           |          
|                                   | Miscellaneous                            |         |                                                     | 491,221   |                      |           |                     | 440,550   |           |           |           | 1,330,398  |           |            |           | 1,170,367  |          
|                                   |                                          |         |                                                     |           |                      |           |                     |           |           |           |           |            |           |            |           |           
|                                   |                                          |         | Total other income                                  |           |                      | 1,559,506 |                     |           |           | 1,172,845 |           |            |           | 3,912,986  |           |            |           | 3,302,528  | 
|                                   |                                          |         |                                                     |           |                      |           |                     |           |           |           |           |            |           |            |           |           
|Other expenses:                    |                                          |         |                                                     |           |                      |           |                     |           |           |           |           |            |           |            |           |           
|                                   | Salaries and employee benefits           |         |                                                     | 1,831,836 |                      |           |                     | 1,635,963 |           |           |           | 5,376,152  |           |            |           | 4,687,504  |          
|                                   | Occupancy                                |         |                                                     | 415,003   |                      |           |                     | 412,246   |           |           |           | 1,251,042  |           |            |           | 1,157,497  |          
|                                   | Other operating                          |         |                                                     | 755,308   |                      |           |                     | 725,854   |           |           |           | 2,355,925  |           |            |           | 2,121,419  |          
|                                   |                                          |         |                                                     |           |                      |           |                     |           |           |           |           |            |           |            |           |           
|                                   |                                          |         | Total other expenses                                |           |                      | 3,002,147 |                     |           |           | 2,774,063 |           |            |           | 8,983,119  |           |            |           | 7,966,420  | 
|                                   |                                          |         |                                                     |           |                      |           |                     |           |           |           |           |            |           |            |           |           
|Earnings before income taxes       |                                          |         | 2,539,122                                           |           |                      |           | 1,734,149           |           |           |           | 6,369,666 |            |           |            | 5,485,782 |           
|Income taxes                       |                                          |         | 872,981                                             |           |                      |           | 583,291             |           |           |           | 2,167,293 |            |           |            | 1,891,495 |           
|                                   |                                          |         |                                                     |           |                      |           |                     |           |           |           |           |            |           |            |           |           
|                                   |                                          |         | Net earnings                                        |           | $                    | 1,666,141 |                     |           |           | 1,150,858 |           |            |           | 4,202,373  |           |            |           | 3,594,287  | 
|                                   |                                          |         |                                                     |           |                      |           |                     |           |           |           |           |            |           |            |           |           
|                                   |                                          |         | Basic earnings per share                            |           | $                    | .50       |                     |           |           | .37       |           |            |           | 1.30       |           |            |           | 1.16       | 
|                                   |                                          |         |                                                     |           |                      |           |                     |           |           |           |           |            |           |            |           |           
|                                   |                                          |         | Diluted earnings per share                          |           | $                    | .50       |                     |           |           | .37       |           |            |           | 1.29       |           |            |           | 1.15       | 
|                                   |                                          |         |                                                     |           |                      |           |                     |           |           |           |           |            |           |            |           |           

See accompanying notes to consolidated financial statements.

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WGNB CORP.
Consolidated Statements of Comprehensive Income

For the Three and Nine Months Ended September 30, 2002 and 2001
(unaudited)

|                                        |                                                               |                                            |                  |                                       |          |                      |           |                     |          |       |           |      |           |       |           |   |           |       |         |  
|--------------------------------------- | ------------------------------------------------------------- | ------------------------------------------ | ---------------- | ------------------------------------- | -------- | -------------------- | --------- | ------------------- | -------- | ----- | --------- | ---- | --------- | ----- | --------- | - | --------- | ----- | ------- | -
|                                        |                                                               |                                            |                  |                                       |          | For the Three Months |           | For the Nine Months
|                                        |                                                               |                                            |                  |                                       |          | Ended September 30,  |           | Ended September 30,
|                                        |                                                               |                                            |                  |                                       |          |                      |           |                    
|                                        |                                                               |                                            |                  |                                       |          | 2002                 |           | 2001                |          | 2002  |           | 2001
|                                        |                                                               |                                            |                  |                                       |          |                      |           |                     |          |       |           |     
|Net earnings                            |                                                               | $                                          | 1,666,141        |                                       |          |                      | 1,150,858 |                     |          |       | 4,202,373 |      |           |       | 3,594,287 |  
|Other comprehensive income, net of tax: |                                                               |                                            |                  |                                       |          |                      |           |                     |          |       |           |      |           |       |           |  
|                                        | Unrealized gains on investment
Securities available for sale: |                                            |                  |                                       |          |                      |           |                     |          |       |           |      |           |       |           |   |          
|                                        |                                                               | Unrealized gains arising during
the period |                  |                                       | 669,955  |                      |           |                     | 634,932  |       |           |      | 1,622,364 |       |           |   | 1,237,660 |      
|                                        |                                                               | Associated taxes                           |                  |                                       | (227,785 | )                    |           |                     | (222,226 | )     |           |      | (551,604  | )     |           |   | (433,181  | )    
|                                        |                                                               |                                            |                  | Reclassification adjustment for gains |          |                      |          |                     |          |       | (22,008   | )    |           |       | (8,566    | ) |           |       | (22,008 | )
|                                        |                                                               |                                            | Associated taxes |                                       |          |                     |           |                     |          | 7,703 |           |      |           | 2,827 |           |   |           | 7,703 |        
|                                        |                                                               |                                            |                  |                                       |          |                      |           |                     |          |       |           |      |           |       |           |  
|Other comprehensive income              |                                                               |                                            | 442,170          |                                       |          |                      | 398,401   |                     |          |       | 1,065,021 |      |           |       | 790,174   |  
|                                        |                                                               |                                            |                  |                                       |          |                      |           |                     |          |       |           |      |           |       |           |  
|Comprehensive income                    |                                                               | $                                          | 2,108,311        |                                       |          |                      | 1,549,259 |                     |          |       | 5,267,394 |      |           |       | 4,384,461 |  
|                                        |                                                               |                                            |                  |                                       |          |                      |           |                     |          |       |           |      |           |       |           |  

See accompanying notes to consolidated financial statements.

4



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WGNB CORP.
Consolidated Statements of Cash Flows

For the Nine Months Ended September 30, 2002 and 2001

|                                                 |                                                                                     |                                               |                   |                                           |          |          |             |             |         |            |             |  
|------------------------------------------------ | ----------------------------------------------------------------------------------- | --------------------------------------------- | ----------------- | ----------------------------------------- | -------- | -------- | ----------- | ----------- | ------- | ---------- | ----------- | -
|                                                 |                                                                                     |                                               |                   |                                           |          | 2002     |             | 2001       
|                                                 |                                                                                     |                                               |                   |                                           |          |          |             |            
|Cash flows from operating activities:            |                                                                                     |                                               |                   |                                           |          |          |             |            
|                                                 | Net earnings                                                                        |                                               | $                 | 4,202,373                                 |          |          |             | 3,594,287   |        
|                                                 | Adjustments to reconcile net earnings to net cash
provided by operating activities: |                                               |                   |                                           |          |          |             |             |        
|                                                 |                                                                                     | Depreciation, amortization and accretion      |                   |                                           | 777,247  |          |             |             | 575,442 |           
|                                                 |                                                                                     | Provision for loan losses                     |                   |                                           | 225,000  |          |             |             | 682,500 |           
|                                                 |                                                                                     | Provision for deferred income taxes           |                   |                                           | (313,901 | )        |             |             | 90,717  |           
|                                                 |                                                                                     | Gain on sale of securities available for sale |                   |                                           | (8,566   | )        |             |             | (22,008 | )         
|                                                 |                                                                                     | Gain on sale of premises and equipment        |                   |                                           | 7,971    |          |             |             | (3,140  | )         
|                                                 |                                                                                     | Loss/(gain) on sale of other real estate      |                   |                                           | 6,028    |          |             |             | (5,287  | )         
|                                                 |                                                                                     | Change in:                                    |                   |                                           |          |          |             |             |         |           
|                                                 |                                                                                     |                                               | Other assets      |                                           |          | 96,108   |             |             |         | (1,006,861 | )          
|                                                 |                                                                                     |                                               | Other liabilities |                                           |          | (225,641 | )           |             |         | 1,360,729  |            
|                                                 |                                                                                     |                                               |                   |                                           |          |          |             |            
|                                                 |                                                                                     |                                               |                   | Net cash provided by operating activities |          |          | 4,766,619   |             |         |            | 5,266,379   |  
|                                                 |                                                                                     |                                               |                   |                                           |          |          |             |            
|Cash flows from investing activities:            |                                                                                     |                                               |                   |                                           |          |          |             |            
|                                                 | Proceeds from sales of securities available for sale                                |                                               |                   | 6,498,385                                 |          |          |             | 1,080,000   |        
|                                                 | Proceeds from maturities of securities available for sale                           |                                               |                   | 9,876,210                                 |          |          |             | 15,327,598  |        
|                                                 | Purchases of securities available for sale                                          |                                               |                   | (13,586,756                               | )        |          |             | (21,809,858 | )      
|                                                 | Purchases of securities held to maturity                                            |                                               |                   | (1,000,000                                | )        |          |             |            |        
|                                                 | Net change in loans                                                                 |                                               |                   | (20,263,762                               | )        |          |             | (28,917,305 | )      
|                                                 | Proceeds from sale of premises and equipment                                        |                                               |                   | 17,048                                    |          |          |             | 11,342      |        
|                                                 | Purchases of premises and equipment                                                 |                                               |                   | (363,630                                  | )        |          |             | (1,059,732  | )      
|                                                 | Improvements to other real estate                                                   |                                               |                   | (11,843                                   | )        |          |             | (137,881    | )      
|                                                 | Proceeds from sales of other real estate                                            |                                               |                   | 157,730                                   |          |          |             | 475,088     |        
|                                                 |                                                                                     |                                               |                   |                                           |          |          |             |            
|                                                 |                                                                                     |                                               |                   | Net cash used by investing activities     |          |          | (18,676,618 | )           |         |            | (35,030,748 | )
|                                                 |                                                                                     |                                               |                   |                                           |          |          |             |            
|Cash flows from financing activities:            |                                                                                     |                                               |                   |                                           |          |          |             |            
|                                                 | Net change in deposits                                                              |                                               |                   | (7,076,867                                | )        |          |             | 43,517,644  |        
|                                                 | Federal Home Loan Bank advances                                                     |                                               |                   | 10,000,000                                |          |          |             | 10,000,000  |        
|                                                 | Federal Home Loan Bank advance repayment                                            |                                               |                   |                                          |          |          |             | (600,000    | )      
|                                                 | Proceeds from other borrowings                                                      |                                               |                   |                                          |          |          |             | 777,000     |        
|                                                 | Repayment of other borrowings                                                       |                                               |                   | (515,000                                  | )        |          |             | (795,000    | )      
|                                                 | Dividends paid                                                                      |                                               |                   | (1,387,236                                | )        |          |             | (1,263,748  | )      
|                                                 | Proceeds from stock issued                                                          |                                               |                   | 4,766,454                                 |          |          |             |            |        
|                                                 | Exercise of stock options                                                           |                                               |                   |                                          |          |          |             | 20,743      |        
|                                                 | Retirement of common stock                                                          |                                               |                   |                                          |          |          |             | (28,604     | )      
|                                                 |                                                                                     |                                               |                   |                                           |          |          |             |            
|                                                 |                                                                                     |                                               |                   | Net cash provided by financing activities |          |          | 5,787,351   |             |         |            | 51,628,035  |  
|                                                 |                                                                                     |                                               |                   |                                           |          |          |             |            
|Change in cash and cash equivalents              |                                                                                     |                                               | (8,122,648        | )                                         |          |          | 21,863,666  |            
|Cash and cash equivalents at beginning of period |                                                                                     |                                               | 30,998,895        |                                           |          |          | 11,937,664  |            
|                                                 |                                                                                     |                                               |                   |                                           |          |          |             |            
|Cash and cash equivalents at end of period       |                                                                                     | $                                             | 22,876,247        |                                           |          |          | 33,801,330  |            
|                                                 |                                                                                     |                                               |                   |                                           |          |          |             |            

See accompanying notes to consolidated financial statements.

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WGNB CORP.
Consolidated Statements of Cash Flows, continuedFor the Nine Months Ended September 30, 2002 and 2001

(unaudited)

|                                                  |                                              |  |                                                                         |  |      |           |      |  |  |           | 
|------------------------------------------------- | -------------------------------------------- |  | ----------------------------------------------------------------------- |  | ---- | --------- | ---- |  |  | --------- | 
|                                                  |                                              |  |                                                                         |  | 2002 |           | 2001
|                                                  |                                              |  |                                                                         |  |      |           |     
|Supplemental disclosure of cash flow information: |                                              |  |                                                                         |  |      |           |      | 
|                                                  | Cash paid during the period for:             |  |                                                                         |  |      |           |      |  | 
|                                                  |                                              |  | Interest                                                                |  | $    | 7,263,465 |      |  |  | 8,984,312 | 
|                                                  |                                              |  | Income taxes                                                            |  |      | 2,477,950 |      |  |  | 2,162,182 | 
|                                                  | Non-cash investing and financing activities: |  |                                                                         |  |      |           |      |  | 
|                                                  |                                              |  | Transfer of loans to other real estate                                  |  |      | 241,957   |      |  |  |          | 
|                                                  |                                              |  | Change in unrealized gains on
securities available for sale, net of tax |  |      | 1,065,021 |      |  |  | 790,174   | 
|                                                  |                                              |  | Change in dividends payable                                             |  |      | 46,996    |      |  |  | 30,708    | 
|                                                  |                                              |  | Satisfaction of other liability with issuance
of common stock           |  |      | 29,367    |      |  |  | 25,438    | 

See accompanying notes to consolidated financial statements.

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WGNB Corp.
Notes to Consolidated Financial Statements

September 30, 2002
(unaudited)

(1) Basis of Presentation

The consolidated financial statements include the accounts of WGNB Corp.
(the Company) and its wholly-owned subsidiaries, West Georgia National Bank
(the Bank) and West Georgia Credit Services, Inc. (the Finance Company).
All significant inter-company accounts have been eliminated in consolidation.
In some cases, certain prior period amounts have been reclassified to conform
with current year presentation.

The accompanying unaudited interim consolidated financial statements
reflect all adjustments which, in the opinion of management, are necessary to
present fairly the Companys financial position as of September 30, 2002, and
the results of its operations and its cash flows for the nine-month period then
ended. All such adjustments are normal and recurring in nature. The financial
statements included herein should be read in conjunction with consolidated
financial statements and the related notes and the report of independent
accountants included in the Companys filing on Form 10-K which included the
results of operations for the years ended December 31, 2001, 2000 and 1999.

(2) Net Earnings Per Share

Basic earnings per share is based on the weighted average number of common
shares outstanding during the period while the effects of potential common
shares outstanding during the period are included in diluted earnings per
share. The average market price during the year is used to compute equivalent
shares. All net earnings per share amounts have been restated to conform to
the provisions of SFAS No. 128.

Reconciliation of the amounts used in the computation of both basic
earnings per share and diluted earnings per share for the periods ended
September 30, 2002 and September 30, 2001 are as follows:

|                                              |  |                                               |           |               |  |                    |           |  |  |   |      |  
|--------------------------------------------- |  | --------------------------------------------- | --------- | ------------- |  | ------------------ | --------- |  |  | - | ---- | -
|                                              |  | For the nine months ended September 30, 2002:
|                                              |  |                                              
|                                              |  | Net Earnings                                  |           | Common Shares |  | Earnings Per Share
|                                              |  |                                               |           |               |  |                   
|Basic earnings per share                      |  | $                                             | 4,202,373 |               |  |                    | 3,223,483 |  |  | $ | 1.30 |  
|Effect of dilutive
securities  Stock
Options |  |                                               |          |               |  |                    | 28,172    |  |  |   | (.01 | )
|                                              |  |                                               |           |               |  |                    |           |  |  |   |      |  
|Diluted earnings per share                    |  | $                                             | 4,202,373 |               |  |                    | 3,251,655 |  |  | $ | 1.29 |  
|                                              |  |                                               |           |               |  |                    |           |  |  |   |      |  

|                                              |  |                                               |           |               |  |                    |           |  |  |   |      |  
|--------------------------------------------- |  | --------------------------------------------- | --------- | ------------- |  | ------------------ | --------- |  |  | - | ---- | -
|                                              |  | For the nine months ended September 30, 2001:
|                                              |  |                                              
|                                              |  | Net Earnings                                  |           | Common Shares |  | Earnings Per Share
|                                              |  |                                               |           |               |  |                   
|Basic earnings per share                      |  | $                                             | 3,594,287 |               |  |                    | 3,097,453 |  |  | $ | 1.16 |  
|Effect of dilutive
securities  Stock
Options |  |                                               |          |               |  |                    | 32,500    |  |  |   | (.01 | )
|                                              |  |                                               |           |               |  |                    |           |  |  |   |      |  
|Diluted earnings per share                    |  | $                                             | 3,594,287 |               |  |                    | 3,129,953 |  |  | $ | 1.15 |  
|                                              |  |                                               |           |               |  |                    |           |  |  |   |      |  

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WGNB Corp.
Notes to Consolidated Financial Statements, continued

(2) Net Earnings Per Share, continued

|                                              |  |                                                |           |               |  |                    |           |  |  |   |      |  
|--------------------------------------------- |  | ---------------------------------------------- | --------- | ------------- |  | ------------------ | --------- |  |  | - | ---- | -
|                                              |  | For the three months ended September 30, 2002:
|                                              |  |                                               
|                                              |  | Net Earnings                                   |           | Common Shares |  | Earnings Per Share
|                                              |  |                                                |           |               |  |                   
|Basic earnings per share                      |  | $                                              | 1,666,141 |               |  |                    | 3,306,733 |  |  | $ | .50  |  
|Effect of dilutive securities  Stock Options |  |                                                |          |               |  |                    | 25,970    |  |  |   | (.00 | )
|                                              |  |                                                |           |               |  |                    |           |  |  |   |      |  
|Diluted earnings per share                    |  | $                                              | 1,666,141 |               |  |                    | 3,332,703 |  |  | $ | .50  |  
|                                              |  |                                                |           |               |  |                    |           |  |  |   |      |  

|                                              |  |                                                |           |               |  |                    |           |  |  |   |      |  
|--------------------------------------------- |  | ---------------------------------------------- | --------- | ------------- |  | ------------------ | --------- |  |  | - | ---- | -
|                                              |  | For the three months ended September 30, 2001:
|                                              |  |                                               
|                                              |  | Net Earnings                                   |           | Common Shares |  | Earnings Per Share
|                                              |  |                                                |           |               |  |                   
|Basic earnings per share                      |  | $                                              | 1,150,858 |               |  |                    | 3,098,563 |  |  | $ | .37  |  
|Effect of dilutive securities  Stock Options |  |                                                |          |               |  |                    | 34,419    |  |  |   | (.00 | )
|                                              |  |                                                |           |               |  |                    |           |  |  |   |      |  
|Diluted earnings per share                    |  | $                                              | 1,150,848 |               |  |                    | 3,132,982 |  |  | $ | .37  |  
|                                              |  |                                                |           |               |  |                    |           |  |  |   |      |  

(3) Issuance of Common Stock

On April 10, 2002, the Company commenced a public offering of 200,000
shares of its common stock at a purchase price of $24.00 per share, or an
aggregate amount of $4,800,000. The offering was conducted through the
Companys officers and directors on a best-efforts basis without compensation.
The entire 200,000 shares subject to the registration statement were sold and
the offering was terminated on April 23, 2002. As of September 30, 2002, the
Company received net proceeds from the offering of $4,765,654, representing
total offering proceeds of $4,800,000, less offering expenses of $34,346.

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WGNB Corp.




Item 2.    Managements Discussion and Analysis of Results of Operations and
Financial Condition

The following analysis compares WGNB Corp.s results of operations for the
quarter and nine month periods ended September 30, 2002 compared to September
30, 2001 and the financial position of the Company for the periods
ended
September 30, 2002 and December 31, 2001. These comments should be read in
conjunction with the Companys consolidated financial statements and the
accompanying notes appearing elsewhere in this report.

Forward Looking Statements

This report may contain certain forward-looking statements including
statements concerning plans, objectives, future events or performance and
assumptions and other statements that are not statements of historical fact.
The Company cautions readers that the following important factors, among
others, could cause the Companys actual results to differ materially from the
forward-looking statements contained in this report: (i) the effect of changes
in laws and regulations, including federal and state banking laws and
regulations, with which the Company and its subsidiaries must comply, and the
associated costs of compliance with such laws and regulations either currently
or in the future as applicable; (ii) the effect of changes in accounting
policies and practices, as may be adopted by the regulatory agencies as well as
by the Financial Accounting Standards Board, or of changes in the Companys
organization, compensation and benefit plans; (iii) the effect on the Companys
competitive position within its market area of the increasing consolidation
within the banking and financial services industries, including the increased
competition from larger regional and out-of-state banking organizations as well
as non-bank providers of various financial services; (iv) the effect of changes
in interest rates; and (v) the effect of changes in the business cycle and
downturns in local, regional or national economies. The Company cautions that
the foregoing list of important factors is not exclusive.

Results of Operations

Overview

Net earnings for the nine months ended September 30, 2002 were $4.2
million, or $1.29 per diluted share. This represents an increase of $608,086,
or $.14 per diluted share, when compared to the nine months ended September 30,
2001. The percentage increase in net earnings from the period ended September
30, 2001 to September 30, 2002 was 16.9 percent and net earnings per diluted
share increased 12.2 percent. The net earnings for the third quarter of 2002
were $1.67 million, or $.50 per diluted share, compared to $1.15 million, or
$.37 per diluted share, for the third quarter of 2001. The 2002 quarterly net
earnings represented a 44.7 percent increase when compared to the three months
ended September 30, 2001. The increase was 35.1 percent when measuring the
increase in the diluted earnings per share amounts for the same period.

The Company recorded a gain on the sale of an interest swap of $252,950 in
the third quarter of 2002. Net of tax, the gain on the derivative security had
an impact on earnings of approximately $167,000. The Company has no other
derivative security arrangements in place. Consequently, this quarters gain
is considered non-recurring in nature.

The continued low interest rate environment has encouraged customers to
continue to refinance their home mortgages in 2002. Year to date, mortgage
fees are 37.2 percent higher in 2002 than 2001. Total mortgage fees for this
year to date are $693,000 compared to $505,000 in 2001. The mortgage
refinancing activity has slowed recently and is expected to level off over the
remainder of 2002.

The Banks net interest margin has stabilized and has actually begun to
increase. The net interest margin at September 30, 2002 was 4.97 percent as
compared to 4.27 percent at September 30, 2001 which was in the middle of the
rapid decline in rates during 2001. The details of this trend are described
below, but this has had a positive impact on earnings in 2002 and has
contributed to the Companys earnings improvement.

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Net Interest Income

Net interest income for the first nine months of 2002 exceeded that of the
first nine months of 2001 by $833,000, or 7.7 percent. The Companys net
interest margin percentage has decreased (on a year-to-date basis) from 4.89
percent as of September of 2001 to 4.83 percent as of September of 2002.
Despite relatively even year-to-date interest margins for the two periods, one
important trend has taken place in 2002. The net interest margin was rapidly
declining in 2001, while 2002 has stabilized and has begun to increase. On
September 30, 2001 the Banks net interest margin for the month was 4.31
percent. As mentioned above, the current net interest margin is 4.89 percent,
a 58 basis point increase.

The reason for the increase in net interest margin can be best illustrated
by analyzing the Banks cost of funds. On September 30, 2001 the Banks cost
of funds was 4.27 percent compared to 2.64 percent as of September 30, 2002, a
reduction of 163 basis points. The two periods can be compared because both
periods did not have the effects of the interest rate swap included in the
calculation of cost of funds. On September 30, 2001 average transaction
accounts amounted to 46 percent of all deposits and borrowings. That figure on
September 30, 2002 is 51 percent. The weighted average cost of the transaction
accounts on September 30, 2001 was 1.73 percent compared to 1.01 percent on
September 30, 2002 a 72 basis point reduction. The interest rate reduction
alone would have a dramatic impact on the reduction of the overall cost of
funds, but when coupled with the change in the mix, the impact was even
greater.

On September 30, 2001, the weighted average cost of time accounts and
other borrowed funds was 5.84 percent. The weighted average cost of time
accounts and other borrowings has been reduced to 4.36 percent on September 30,
2002. Time accounts and other borrowings typically have a longer term before
repricing. Because of the extended time period of low interest rates, the
Banks term liabilities have had time to respond. During the quarter the Bank
borrowed $10 million from the Federal Home Loan Bank for a 10 year term and a 5
year one time call at 3.37 percent. This had the effect of lowering the
overall cost of borrowings going forward.

Other Income and Expense

Other income for the first nine months of 2002 increased by $610,000, or
18.5 percent, when compared to the same period in 2001. The increase is
primarily attributable to a gain on the settlement of an interest rate swap of
$254,000. Additionally, service fees for non-sufficient funds on overdraft
accounts increased $228,000, or 12.6 percent, and mortgage related fees
increased $134,000, or 37 percent.

Non-interest income for the third quarter ended September 30, 2002 was
$1.56 million, an increase of $387,000 or 33 percent when compared to the same
period in 2001. As discussed above, the primary contributor of this increase
is attributable to the gain on the settlement of an interest rate swap. The
remaining increase is attributable to mortgage origination fees.

The gain on the sale
of the settlement of the interest rate swap will not be
recurring in nature. The Bank settled its position in a receive fixed, pay
floating interest rate swap contract. The original notional amount of the
contract was $20 million and its term was 24 months. The swap contract was
entered into as a fair value hedge on the fixed rate borrowings from the
Federal Home Loan Bank.

Mortgage origination has experienced record volume for the Company in the
first nine months of 2002. While the mortgage origination business continued
to be better than average for the third quarter, management expects this
activity to level off for the remainder of 2002.

Non-interest expense for the three-quarter period ended September 30, 2002
has increased by $1.02 million, or 12.8 percent, when compared to the same
period in 2001. Salaries and employee benefits increased $689,000, or 14.7
percent. The increase of this line item is primarily attributable to increased
commissions for mortgage loan originators and a full nine months of salaries in
the Douglasville branch in 2002. The Douglasville branch opened in July, 2001.
The $94,000, or 8.1 percent, increase in occupancy expense is also primarily
related to the new Douglasville location and some refurbishment that has taken
place at the Banks main office, operations center, the Villa Rica branch and
the First Tuesday Mall branch. Other operating expenses have increased by
$235,000, or 11.1 percent, when comparing the three quarters ended September
30, 2002 and 2001. The other operating expense increase is primarily
attributable to

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$104,000 in legal and professional fees and $39,000 in program
fees related to the Banks bounce protection program. The remainder of the
increase in operating expenses is spread among many expense line items. These
increases are attributable to normal increases associated with operating a
growing company.

Income Taxes

Income tax expense for the first nine months of 2002 was $2.2 million
compared to $1.9 million in 2001 for the same period. The marginal tax rates
for the years-to-date September 30, 2002 and 2001 were 34.0 percent and 34.5
percent, respectively.

Provision and Allowance for Possible Loan and Lease Losses

The adequacy of the allowance for loan and lease losses is determined
through managements informed judgment concerning the amount of risk inherent
in the Companys loan and lease portfolios. This judgment is based on such
factors as the change in levels of non-performing and past due loans and
leases, historical loan loss experience, borrowers financial condition,
concentration of loans to specific borrowers and industries, estimated values
of underlying collateral, and current and prospective economic conditions. The
allowance for loan and lease losses at September 30, 2002 was $3.8 million, or
1.38 percent, of total loans compared to $3.5 million, or 1.36 percent, at
September 30, 2001. Management believes that the allowance for loan and lease
is adequate to absorb possible loss in the loan portfolio. Management has
increased the allowance as a percentage of outstanding loans due to uncertainty
related to the national economy and its impact on the Companys market area.

Non-Performing Assets and Past Due Loans

Non-performing assets, comprised of real estate owned, non-accrual loans
and loans for which payments are more than 90 days past due, totaled $1.75
million at September 30, 2002 compared to $2.31 million at September 30, 2001.
Non-performing assets as a percentage of total loans and real estate owned at
September 30, 2002 and September 30, 2001 were 0.6 percent and 0.9 percent,
respectively.

The Company has a loan review function that continually monitors selected
loans for which general economic conditions or changes within a particular
industry could cause the borrowers financial difficulties. The loan review
function also identifies loans with higher degrees of credit or other risks.
The focus of loan review as well as management is to maintain a low level of
non-performing assets and return current non-performing assets to earning
status. Management is unaware of any known trends, events or uncertainties
that will have or that are reasonably likely to have a material effect on
liquidity, capital resources or operations.

Financial Condition

Overview

Total assets were $361 million at September 30, 2002, an increase of $11
million, or 3.2 percent, from December 31, 2001. Total loans have grown $19.9
million, or 7.8 percent, cash and cash equivalents have decreased $8.1 million,
or 26.2 percent, and total deposits have decreased $7.1 million, or 2.5
percent. The Bank borrowed $10 million from the Federal Home Loan Bank in the
third quarter of 2002.

The Company has experienced a shift in its liability mix. Total
liabilities are relatively unchanged since December 31, 2001. Time deposit
accounts have declined by $13.3 million and transaction accounts, including
savings accounts, have increased $6.2 million. The Companys market has
experienced significant change in 2002. All of the remaining community banks
have sold to larger regional banks including the Banks largest competitor.
The Company has benefited from these mergers as many customers of these banks have
moved their checking accounts to the Bank.

Additionally, the
super-regional bank that purchased our largest competitor has
raised certificate of deposit rates in this market in an effort to avoid losing
deposit market share. The Bank has chosen not to match the higher rates on
CDs, because it has been successful in attracting the lesser costing
transaction accounts in the market. Thus, the shift has taken place from
certificates of deposits to transaction accounts in the Banks liability mix.

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The Companys loan growth has decreased when compared to historical
figures. Total loans have grown by $20 million, or 7.9 percent, since December
31, 2001 and most of that growth has taken place in the third quarter. The
Bank has seen an increase in loan requests, but the sustainability of that
remains uncertain.

Assets and Funding

At September 30, 2002 earning assets totaled $342 million, an increase of
$10 million, or 3.0 percent, from December 31, 2001. At September 30, 2002,
loans constituted 80 percent and investment securities constituted 16.6 percent
of total earning assets. At December 31, 2001, loans constituted 77 percent
and investment securities constituted 16.5 percent of the Companys earning
assets. The loan to deposit ratio was 100 percent and 90 percent as of
September 30, 2002 and December 31, 2001, respectively.

At September 30,
2002, interest-bearing deposits have decreased $11.1
million, or 4.5 percent, compared to that amount at December 31, 2001.
Non-interest-bearing deposits have increased $4.1 million, or 12.4 percent,
through the third quarter of 2002 and totaled $37 million at September 30,
2002. Federal Home Loan Bank advances have increased $10 million in the first
nine months of 2002 and totaled $45 million at September 30, 2002. The
advances are fixed rate with varying terms, calls and maturity dates. At
September 30, 2002, deposits represented 86 percent and advances constituted 14
percent of funding liabilities.

Liquidity and Capital Resources

Net cash provided by operating activities totaled $4.8 million for the
nine months ended September 30, 2002. Net cash used by investing activities
totaled $19 million, consisting primarily of $20 million of loan funding. Net
cash provided by financing activities was $5.8 million for the three quarters
ended 2002. Most of the cash accumulated by financing activities was from the
net proceeds of the common stock offering of $4.8 million and $10 million of
Federal Home Loan Bank advances. These cash generating activities were offset
by a $7.1 million decrease in deposits.

Total stockholders equity at September 30, 2002 was 10.5 percent of total
assets compared to 8.3 percent at December 31, 2001. The increase in the
capital percentage is due to an increase in capital attributed to the stock
offering, increased retained earnings and increased accumulated comprehensive
income. Total equity increased $8.6 million since December 31, 2001 while
total assets increased $11.1 million. At September 30, 2002, WGNB Corp. was in
compliance with various regulatory capital requirements administered by federal
and state banking agencies. The following is a table representing WGNB Corp.s
consolidated Tier-1, tangible capital and risk-based capital:

|                                         |  |                    |        |   |  |        |       |          |  |        |        |   |  |        |      |   |  |   |        |  |  |  |      |  
|---------------------------------------- |  | ------------------ | ------ | - |  | ------ | ----- | -------- |  | ------ | ------ | - |  | ------ | ---- | - |  | - | ------ |  |  |  | ---- | -
|                                         |  | September 30, 2002
|                                         |  |                   
|                                         |  | Actual             |        |   |  |        |       | Required |  |        |        |   |  | Excess |      |   |  |  
|                                         |  | Amount             |        | % |  | Amount |       | %        |  | Amount |        | %
|                                         |  |                    |        |   |  |        |       |          |  |        |        |  
|Total capital (to
risk-weighted assets)  |  | $                  | 39,775 |   |  |        | 14.33 | %        |  | $      | 22,201 |   |  |        | 8.00 | % |  | $ | 17,574 |  |  |  | 6.33 | %
|Tier I capital (to
risk-weighted assets) |  |                    | 36,380 |   |  |        | 13.11 | %        |  |        | 11,100 |   |  |        | 4.00 | % |  |   | 25,280 |  |  |  | 9.11 | %
|Tier 1 capital (to
average assets)       |  |                    | 36,380 |   |  |        | 10.36 | %        |  |        | 14,038 |   |  |        | 4.00 | % |  |   | 22,342 |  |  |  | 6.36 | %

Off Balance Sheet Risk

Through the operations of the Bank, the Company has made contractual
commitments to extend credit in the ordinary course of its business activities.
These commitments are legally binding agreements to lend money to the Banks
customers at predetermined interest rates for a specified period of time. At
September 30, 2002, the Bank had issued commitments to extend credit of
$50,525,873 through various types of commercial lending arrangements and
additional commitments through standby letters of credit of $1,674,874. The
Company evaluates each customers creditworthiness on a case-by-case basis.
The

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amount of collateral obtained, if deemed necessary by the Company upon
extension of credit, is based on its credit evaluation of the borrower.
Collateral varies but may include accounts receivable, inventory, property,
plant and equipment, commercial and residential real estate. The Company
manages the credit risk on these commitments by subjecting them to normal
underwriting and risk management processes.




Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk is the risk of loss from adverse changes in market prices and
interest rates. The Companys market risk arises primarily from interest rate
risk inherent in it lending and deposit taking activities. The Company has
little or no risk related to trading accounts, commodities and foreign
exchanges.

Interest rate risk, which encompasses price risk, is the exposure of a
banking organizations financial condition and earnings ability to adverse
movements in interest rates. The measurement of market risk associated with
financial instruments is meaningful only if and when all related and offsetting
on- and off-balance sheet transactions are aggregated, and the resulting net
positions are identified. Disclosures about fair value of financial
instruments as of December 31, 2001, which reflected changes in market prices
and rates, can be found in the Companys Annual Report to Stockholders on Form
10-K for the year ended December 31, 2001 under the section entitled
Managements Discussion and Analysis of Financial Condition and Results of
Operation  Asset/Liability Management.

Management actively monitors and manages the Companys interest rate risk
exposure. The primary objective in managing interest rate risk is to limit,
within established guidelines, the adverse impact of changes in interest rates
on the Companys net interest income and capital, while adjusting the Companys
asset-liability structure to control interest rate risk. However, a sudden and
substantial increase in interest rates may not have a proportional impact on
interest sensitive assets and liabilities.

Management believes that the migration of time deposits out of the Bank,
the increase in transaction accounts and the borrowing from the Federal Home
Loan Bank have stabilized the Banks cost of funds in a low rate environment.
The asset side remains more sensitive to rate movements, but not outside of
established guidelines. The resulting effect is a balance sheet which slightly
benefits from an increase in interest rates.




Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures.

The Company maintains controls and procedures designed to ensure that
information required to be disclosed in the reports that the Company files or
submits under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in the rules and
forms of the Securities and Exchange Commission. Based upon their evaluation
of those controls and procedures performed within 90 days of the filing date of
this report, the chief executive and chief financial officers of the Company
concluded that the Companys disclosure controls and procedures were adequate.

Changes in internal controls.

The Company made no significant changes in its internal controls or in
other factors that could significantly affect these controls subsequent to the
date of the evaluation of those controls by the chief executive and chief
financial officers.

13



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##### Table of Contents






Part II  Other Information




Item 1. Legal Proceedings

There are no material, pending legal proceedings to which the Company or
any of its subsidiaries is a party or of which any of their property is the
subject.




Item 2. Changes in Securities and Use of Proceeds

(a)    Not applicable.

(b)    Not applicable.

(c)    Not Applicable.

(d)    On March 28, 2002, the Companys Registration Statement on Form S-1,
pursuant to which the Company registered 200,000 shares of its Common Stock for
sale to the public, was declared effective by the Securities and Exchange
Commission under Registration No. 333-84140. On April 10, 2002, the Company
commenced the public offering of these 200,000 shares, at a purchase price of
$24.00 per share, or an aggregate amount of $4,800,000. The offering was
conducted through the Companys officers and directors on a best-efforts basis
without compensation. The entire 200,000 shares subject to the registration
statement was sold, and the offering was terminated on April 23, 2002. As of
September 30, 2002, gross proceeds received from the offering totaled
$4,800,000. The Company received net proceeds from the offering of $4,765,654
after deducting offering expenses of $34,346. The proceeds were invested in a
corporate bond with a book value of $646,586 as of June 30, 2002 and the
remainder is invested in federal funds.

The declaration of dividends is within the discretion of the Board of
Directors and will depend, among other things, upon business conditions,
earnings, the financial condition of the Bank and the Company, and regulatory
requirements.




Item 3. Defaults Upon Senior Securities

Not applicable.




Item 4. Submission of Matters to a Vote of Security Holders

Not applicable.




Item 5. Other Information

None.




Item 6. Exhibits and Reports on Form 8-K



|(a) |  | The following exhibits are filed as part of this Report:
|--- |  | --------------------------------------------------------

|    |  |                                                                                                                                                                                        |  | 
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
|3.1 |  | Amended and Restated Articles of Incorporation (Incorporated by reference
to Exhibit 3.1 to the Company's Registration Statement on Form 10-SB filed
June 14, 2000 (the "Form 10-SB").
|    |  |                                                                                                                                                                                        |  | 
|3.2 |  | Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.2 to
the Form 10-SB).                                                                                             
|    |  |                                                                                                                                                                                        |  | 
|4.1 |  | See exhibits 3.1 and 3.2 for provisions of Company's Articles of
Incorporation and Bylaws Defining the Rights of Shareholders.                                                        
|    |  |                                                                                                                                                                                        |  | 
|4.2 |  | Specimen certificate representing shares of Common Stock (Incorporated by
reference to Exhibit 4.2 to the Form 10-SB).                                                                

14



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|     |  |                                                                                                                                                                   |  | 
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
|4.3  |  | Rights Agreement dated as of February 12, 1997 between the Company and
   SunTrust Bank, Atlanta (Incorporated by reference to Exhibit 4.3 to the
   Form 10-SB).
|     |  |                                                                                                                                                                   |  | 
|99.1 |  | Certification of Chief Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.                                                              
|     |  |                                                                                                                                                                   |  | 
|99.2 |  | Certification of Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.                                                              
|     |  |                                                                                                                                                                   |  | 
|(b)  |  | Reports on Form 8-K                                                                                                                                              
|     |  |                                                                                                                                                                   |  | 
|     |  | No reports on Form 8-K were filed during the quarter ended September
30, 2002.                                                                                    | 

15



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##### Table of Contents






SIGNATURES

In accordance with the requirements of the Securities Exchange Act of
1934, the Company has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

|                         |  |     |  |                                                                         
|------------------------ |  | --- |  | ------------------------------------------------------------------------
|Dated: November 12, 2002 |  |    
|                        
|                         |  |     |  |                                                                         
|                        
|                         |  |     |  | WGNB CORP.                                                              
|                        
|                         |  | By: |  | /s/ L. Leighton AlstonL. Leighton Alston
President and CEO              
|                        
|                         |  | By: |  | /s/ Steven J. HaackSteven J. Haack
Treasurer
Principal Financial Officer

16



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##### Table of Contents






CERTIFICATIONS
PURSUANT TO 17 CFR 240.13a-14
PROMULGATED UNDER
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, L. Leighton Alston, Chief Executive Officer of WGNB Corp., certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q of WGNB Corp.;                                                                                                                                                                                                                                                             
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;                   
|  
|4. |  | The registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:                                                                                                      



| | (a) |  | designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the Evaluation Date); and                                                                                                  
|
| | (c) |  | presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        



|5. |  | The registrants other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (a) |  | all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants
ability to record, process, summarize and report financial data and
have identified for the registrants auditors any material
weaknesses in internal controls; and
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrants
internal controls; and                                                                                                                                        



|6. |  | The registrants other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                                                 |  | 
|---------------------------------------------------------------- |  | 
|Date: November 12, 2002                                          |  | 
|                                                                
|                                                                 |  | 
|/s/ L. Leighton AlstonL. Leighton Alston
Chief Executive Officer

17



---



##### Table of Contents



I, Steven J. Haack, Principal Financial Officer of WGNB Corp., certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q of WGNB Corp.;                                                                                                                                                                                                                                                             
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;                   
|  
|4. |  | The registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:                                                                                                      



| | (a) |  | designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the Evaluation Date); and                                                                                                  
|



|5. |  | The registrants other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (a) |  | all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants
ability to record, process, summarize and report financial data and
have identified for the registrants auditors any material
weaknesses in internal controls; and
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrants
internal controls; and                                                                                                                                        



|6. |  | The registrants other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                                                            
|----------------------------------------------------------------------------
|Date: November 12, 2002                                                     
|                                                                            
|                                                                            
|/s/ Steven J. Haack

Steven J. Haack
Treasurer
(Principal Financial Officer)

18