U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 12 (g)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
Commission file number- 1-14081
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YADKIN VALLEY COMPANY
(Exact name of registrant as specified in its charter)
North Carolina 56-1249566
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
Post Office Box 1729
Raleigh, North Carolina 27602
(address of principal executive offices)
Telephone: (919) 716-2266
(Registrant's telephone number)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 12 (g) 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.
Common Stock 183,620
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Class Outstanding at September 30, 1999
<PAGE>
PART I - FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Item 1. Financial Statements
YADKIN VALLEY COMPANY AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
September 30,1999 December 31,1998
--------------------- ----------------------
(UNAUDITED)
ASSETS
------
<S> <C> <C>
Cash $ 66,861 51,980
Investment in securities available for sale (cost of $2,318,641 at
September 30, 1999 and $2,276,744 at December 31, 1998) 12,474,350 15,629,046
Certificates of deposit 465,000 439,502
Accrued investment income 3,774 3,885
Federal income taxes recoverable 16,103 46,153
State income taxes recoverable 3,590 3,590
Other assets 100 100
--------------------- ----------------------
Total assets $ 13,029,778 16,174,256
===================== ======================
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Liabilities :
Life policy claims reserves 12,754 13,373
Deferred income taxes 3,975,245 5,205,114
Notes payable 869,205 839,205
Other liabilities 4,760 4,680
--------------------- ----------------------
Total liabilities 4,861,964 6,062,372
--------------------- ----------------------
Shareholders' equity :
Common stock, par value $1 per share; authorized 500,000
shares, issued and outstanding 183,620 in 1999 and
183,692 in 1998 183,620 183,692
Retained earnings 1,761,837 1,781,008
Accumulated other comprehensive income 6,222,357 8,147,184
--------------------- ----------------------
Total shareholders' equity 8,167,814 10,111,884
--------------------- ----------------------
Total liabilities and shareholders' equity $ 13,029,778 16,174,256
===================== ======================
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
YADKIN VALLEY COMPANY AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
For the three For the three For the nine For the nine
months ended months ended months ended months ended
September 30,1999 September 30, 1998 September 30, 1999 September 30, 1998
------------------- --------------------- --------------------- ----------------------
UNAUDITED UNAUDITED UNAUDITED UNAUDITED
Premiums and other revenue:
<S> <C> <C> <C> <C>
Life premium $ 48,800 66,837 170,073 207,765
Dividend income 5,187 5,361 16,669 18,304
Interest income 6,216 5,139 16,039 15,761
Other - 1,794 - 1,794
------------ --------------------- --------------------- ----------------------
60,203 79,131 202,781 243,624
------------ --------------------- --------------------- ----------------------
Benefits and expenses:
Death benefits 4,300 40,792 39,868 117,053
Increase (decrease) in liability for life
policy claims 1,460 3,065 (619) (1,671)
Operating expenses:
Commissions 21,967 30,121 76,568 93,632
Interest 16,226 13,270 41,039 45,688
Professional fees 1,309 7,100 32,507 40,009
Management fees 2,173 1,925 14,041 13,150
General, administrative and other 2,260 5,197 33,389 29,873
------------ --------------------- --------------------- ----------------------
49,694 101,470 236,793 337,734
------------ --------------------- --------------------- ----------------------
Income (loss) before income taxes 10,509 (22,339) (34,012) (94,110)
Income tax benefit (966) (7,595) (16,103) (31,997)
------------- --------------------- --------------------- ----------------------
Net income (loss) $ 11,475 (14,744) (17,909) (62,113)
============= ===================== ===================== ======================
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
YADKIN VALLEY COMPANY AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOW
FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 1999 AND 1998
1999 1998
---------------- ================
Operating Activities : UNAUDITED UNAUDITED
<S> <C> <C>
Net loss $ (17,909) (62,113)
Adjustments to reconcile net loss to net
cash provided (used) by operating activities:
Decrease (increase) in reserve for policy and contract claims (619) (1,671)
Decrease (increase) in federal income taxes recoverable (30,050) (42,547)
Decrease (increase) in accrued investment income (111) (1,500)
Increase (decrease) in other liabilities (80) (452)
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Net cash provided (used) by operating activities 11,712 (108,283)
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Investing activities :
Purchases of certificates of deposit (1,382,654) (1,037,241)
Maturities of certificates of deposit 1,357,156 1,029,198
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Net cash used by investing activities (25,498) (8,043)
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Financing activities :
Proceeds from increase in notes payable 30,000 839,205
Principal payments on notes payable - (745,069)
Purchases and retirement of common stock (1,334) (10,662)
----------- -----------
Net cash provided by financing activities 28,666 83,474
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Net increase (decrease) in cash 14,881 (32,852)
Cash at beginning of reporting period 51,980 45,061
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Cash at end of reporting period $ 66,861 12,209
============ ==========
Cash payments for :
Interest $ 40,962 48,065
============ ==========
Income taxes $ - 7,450
============ ==========
Non-cash investing and financing activities :
Increase (decrease) in unrealized gain on securities available
for sale, net of applicable income taxes of ($1,230,331) and
$838,062 $(1,924,365) 1,280,234
============ ==========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
YADKIN VALLEY COMPANY AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1: Basis of Presentation
The accompanying consolidated financial statements include the accounts of
Yadkin Valley Company (the "Company" or "Registrant") and its wholly owned
subsidiary Yadkin Valley Life Insurance Company. All significant intercompany
transactions are eliminated in consolidation and all adjustments considered
necessary for a fair presentation of the results for the interim periods have
been included (such adjustments are normal and recurring in nature).
The information contained in the footnotes to the Company's consolidated
financial statements, included in the Company's Form 10-KSB, should be
referenced when reading these unaudited interim financial statements. Operating
results for the interim periods presented herein are not necessarily indicative
of the results that may be expected for the year ending December 31, 1999.
Note 2: Adoption of Statements of Financial Accounting Standards ("SFAS")
During 1998, the Company adopted SFAS No. 130, "Reporting Comprehensive Income"
("SFAS No. 130") which establishes standards for the reporting and display of
comprehensive income and its components in a full set of financial statements.
Comprehensive income is defined as the change in equity during a period for
non-owner transactions and is divided into net income and other comprehensive
income. Other comprehensive income includes revenues, expenses, gains, and
losses that are excluded from earnings under current accounting standards.
For the nine months ended September 30, 1999 and 1998, total comprehensive
income (loss) consisting of net loss and unrealized gains (losses) on securities
available for sale, net of taxes was $(1,942,274) and $1,218,121 respectively.
Note 3: Related Parties
A director and certain significant shareholders of the Company are also
significant shareholders and, in some cases, directors of First Citizens
BancShares, Inc. ("FCB"), First Citizens Bancorporation of South Carolina, Inc.
("FCB-SC"), The Heritage Bank ("Heritage"), Triangle Life Insurance Company
("TLIC"), and American Guaranty Insurance Company (AGI"). All of these entities
are related through common ownership.
AGI is a subsidiary of First-Citizens Bank & Trust Company ("FCB&T"), a
subsidiary of FCB, and provides management services to the Company. Management
fees were $14,041 for the nine months ended September 30, 1999 and $13,150 for
the corresponding period in 1998.
Yadkin Valley Life provides reinsurance to TLIC, a subsidiary of FCB. Amounts
related to business assumed from TLIC for the nine months ended September 30,
1999 and the corresponding period in 1998 are as follows:
1999 1998
--------- --------
Premiums assumed 170,073 207,765
Death benefits assumed 39,868 117,053
Life policy claim reserves assumed 12,754 28,450
Commissions assumed 76,568 93,632
<PAGE>
The Company holds stock in FCB, FCB-SC and Heritage. At September 30, 1999 and
1998, the Company had $365,000 and $333,897, respectively, invested in FCB&T
certificates of deposit.
An executive officer and director of the Company is also a director of Heritage.
As a part of reinsurance commissions assumed, the Company paid approximately
$10,612 in commissions to Heritage for the nine months ended September 30, 1999
and $13,142 for the corresponding period in 1998.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
RESULTS OF OPERATIONS. Registrant realized a decrease in consolidated
net loss of $44,204 during the nine months ended September 30, 1999 compared to
the corresponding period in 1998. Consolidated net loss during the period was
$17,909 compared to consolidated net loss of $62,113 during the corresponding
period of 1998. The decrease was primarily due to a decrease in incurred claims
which is discussed further below.
The main source of operating funds for the period reported was from a
federal income tax refund and Yadkin Valley Life Insurance Company's ("Yadkin
Valley Life") operation. Revenue from Yadkin Valley Life's operation continued
to decline primarily as a result of a decrease in sales of credit life insurance
by producing banks. During the nine months ended September 30, 1999, premiums
have decreased $37,692 (18.1%) from the corresponding period in 1998 and
management expects the decline may continue. The premium volume of Yadkin Valley
Life does vary from year to year based on the volume and eligibility of loans
for credit life insurance in producing banks.
The primary outflows of Registrant's funds are for claim payments,
commission payments and general expenses. Incurred claims decreased $76,133
(66.0%) for the nine months ended September 30,1999 when compared to the
corresponding period in 1998. The decrease is not specifically attributable to
any known events as there have been no changes in operations, underwriting or
any other procedure. As reported in prior reports, based on historical trends,
the trend of abnormal claim payments experienced in 1998 was not expected to
continue. During the quarter ended September 30, 1999, the improvement in
incurred claims is significant. Notwithstanding the improvement, the continued
decline in premium volume appears to be the primary determining factor in recent
net losses. While the policyholder mortality experience represents the primary
uncertainty of Yadkin Valley Life's operations, claim reserves have proven to be
adequate. The decline in commission payments in 1999 versus 1998 is directly
correlated to the decline in assumed premium written.
During 1999, Registrant's investment in marketable equity securities
that are accounted for in accordance with SFAS No. 115 experienced a decline in
their fair values of $3,154,696 (20.2%) from December 31, 1998. Management
believes that the decline in fair values of Registrant's investments as of
September 30, 1999 is an aberration driven by the fact that the Company's
largest individual holding is in a banking organization whose equity securities
are not widely traded and thus are subject to fluctuation when significant
trades in that organization's equity securities occur. Continued fluctuations in
the fair values of these investments in future periods will result in
fluctuations of shareholders' equity.
LIQUIDITY. Management views liquidity as a key financial objective.
Management relies on the operations of Yadkin Valley Life as the principal
source of liquidity. Further, limited borrowings have allowed Registrant to fund
asset growth and maintain liquidity. A factor which could impact Registrant's
financial position and liquidity are significant increases or decreases in the
fair values of the securities held in the investment portfolio.
Management believes the liquidity of the Registrant to be adequate as
evidenced by ratios of assets to liabilities of 2.68 at September 30, 1999 and
2.66 at December 31, 1998. Investments in equity securities had a fair value at
September 30, 1999 and December 31, 1998 of $12,474,350 and $15,629,046
respectively. While management considers these securities to be readily
marketable, Registrant's ability to sell a substantial portion of these
investments may be
<PAGE>
inhibited by the limited trading of most of these issuances, and may result in
Registrant realizing substantial losses on any such sales. Management of the
Registrant believes that Yadkin Valley Life maintains sufficient other sources
of liquidity such that sales of these investments would not appear necessary for
the foreseeable future.
FINANCIAL CONDITION. The asset decrease from December 31, 1998 was
primarily due to a decrease in unrealized gains on marketable equity securities.
There were no other material changes in assets during 1999.
During 1999, total liabilities decreased from $6,062,372 at December
31, 1998 to $4,861,964 at September 30, 1999. The decrease in deferred federal
income taxes on the unrealized gains on investments was $1,229,869 while total
liabilities decreased $1,200,408.
CAPITAL RESOURCES. There are no material commitments for capital
expenditures and none are anticipated. At September 30, 1999, Registrant had
outstanding borrowings with an unrelated bank of $869,205 secured by 18,139
shares of First Citizens BancShares, Inc. of North Carolina Class A Common
Stock, which have a fair value of $1,392,168; and 1,725 shares of First Citizens
BancShares, Inc. of North Carolina Class B Common Stock, which have a fair value
of $78,816; and 10,000 voting common shares of First Citizens Bancorporation of
South Carolina, Inc, which have a fair value of $2,920,000. Any funds needed to
satisfy loan repayments will be derived from the sale of or repositioning of
investments and from dividends from Yadkin Valley Life.
UPDATE ON YEAR 2000. As has been widely reported in the media, many
of the world's existing computer programs use only two digits to identify the
year in the date field of a program. These programs were designed and developed
without considering the impact of the upcoming change in the century and could
experience serious malfunctions when the last two digits of the year change to
"00" (Year 2000 Issue).
The Company has evaluated the potential impact of the Year 2000 Issue on
operations. Management notes that the Company is not heavily dependent on
computer programs in the course of performing day-to-day operations, as a result
of the size of the Company and the fact that Yadkin Valley Life acts as a
reinsurer and not a primary insurer. As a reinsurer, Yadkin Valley Life is not
required to maintain extensive policyholder information on record. All such
policyholder information is maintained by the ceding company. Management has
also monitored the Year 2000 remediation efforts by the ceding company's
computer systems and has concluded that in the event of failure of the ceding
company's computer systems, the ceding company could operate in a manual
environment without significantly disrupting the production of new policies to
cede to Yadkin Valley Life.
Yadkin has identified The Fidelity Bank, The Heritage Bank, and Southern
Bank & Trust Company as the most significant vendors with whom they interact
(through the ceding company) in the course of daily operations. These banks are
responsible for calculating and paying premiums to the ceding company. Yadkin
believes that the Year 2000 readiness of these banking entities is critical to
the generation of new business and the maintenance of existing business. The
ceding company is therefore reliant on the Year 2000 readiness of these banks,
and has been informed that these banks are believed to be Year 2000 compliant
with respect to the loan processing systems. The banks' loan systems provide all
information necessary to provide and maintain the credit life insurance written
by the ceding company.
Management notes that Yadkin could continue to operate for a prolonged
period without any premium revenue in the event that these banks are not able to
calculate premiums, by liquidating some or all of its significant investment
portfolio to pay for operational expenses; however, the valuation of the
investment portfolio could be impacted by a lack of Year 2000 readiness by the
aforementioned banks or any of the other banks whose equity securities are owned
by Yadkin. See "Liquidity".
To date, Yadkin has not identified any processes that will require
significant expenditures to address the Year 2000 issue. Yadkin estimates that
total cost to address the Year 2000 issue will not be material. There was no
cost to Yadkin for the Year 2000 project during the first three quarters of
1999. The disclosures included herein are deemed to be Year 2000 readiness
disclosures.
<PAGE>
FORWARD-LOOKING STATEMENTS: The foregoing discussion may contain
statements that could be deemed forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934 and the Private Securities
Litigation Reform Act, which statements are inherently subject to risks and
uncertainties. Forward-looking statements are statements that include
projections, predictions, expectations, or beliefs about future events or
results or otherwise are not statements of historical fact. Such statements are
often characterized by the use of qualifying words (and their derivatives) such
as "expect," "believe," "estimate," "plan," "project," or other statements
concerning opinions or judgment of the Company and its management about future
events. Factors that could influence the accuracy of such forward looking
statements include, but are not limited to, the financial success or changing
strategies of the Company's customers, actions of government regulators, the
level of market interest rates, and general economic conditions.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
There are no material pending legal proceedings involving the company.
Item 2. Changes in Securities and Use of Proceeds
There have been no changes in the rights of the holders of the common
stock of the Company.
Item 3. Default Upon Senior Securities
Not Applicable
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
Not Applicable
Item 6. Exhibits and Reports on Form 8-K
Not Applicable
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
YADKIN VALLEY COMPANY
Date: November 12, 1999 By: /s/ David S. Perry
-------------------
David S. Perry, President and Principal
Financial Officer
<TABLE> <S> <C>
<ARTICLE> 7
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<DEBT-HELD-FOR-SALE> 0
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 0
<EQUITIES> 12,474,350
<MORTGAGE> 0
<REAL-ESTATE> 0
<TOTAL-INVEST> 12,474,350
<CASH> 531,861
<RECOVER-REINSURE> 0
<DEFERRED-ACQUISITION> 0
<TOTAL-ASSETS> 13,029,778
<POLICY-LOSSES> 12,754
<UNEARNED-PREMIUMS> 0
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 0
<NOTES-PAYABLE> 869,205
0
0
<COMMON> 183,620
<OTHER-SE> 7,984,194
<TOTAL-LIABILITY-AND-EQUITY> 13,029,778
170,073
<INVESTMENT-INCOME> 32,708
<INVESTMENT-GAINS> 0
<OTHER-INCOME> 0
<BENEFITS> 39,249
<UNDERWRITING-AMORTIZATION> 0
<UNDERWRITING-OTHER> 76,568
<INCOME-PRETAX> (34,012)
<INCOME-TAX> (16,103)
<INCOME-CONTINUING> (17,909)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (17,909)
<EPS-BASIC> (.10)
<EPS-DILUTED> (.10)
<RESERVE-OPEN> 13,373
<PROVISION-CURRENT> 39,249
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 39,868
<PAYMENTS-PRIOR> 0
<RESERVE-CLOSE> 12,754
<CUMULATIVE-DEFICIENCY> 0
</TABLE>
