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, 2000
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 18747
Raleigh, North Carolina 27619
(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 183,466
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Class Outstanding at September 30, 2000
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
YADKIN VALLEY COMPANY AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30, 2000 December 31, 1999
--------------------- ------------------------
(UNAUDITED)
ASSETS
<S> <C>
Cash $ 57,611 57,026
Investment in securities available for sale (cost of $2,276,744
at September 30, 2000 and December 31, 1999) 10,189,044 11,572,431
Certificates of deposit 451,444 491,291
Accrued investment income 5,311 3,695
Federal and state income taxes recoverable 25,057 15,233
Other assets 100 100
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Total assets $ 10,728,567 12,139,776
===================== ========================
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities :
Life policy claims reserves 13,775 9,875
Deferred income taxes 3,084,158 3,623,743
Notes payable 869,205 869,205
Other liabilities 7,034 4,814
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Total liabilities 3,974,172 4,507,637
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Shareholders' equity :
Common stock, par value $1 per share; authorized 500,000 shares, issued and
outstanding 183,466 in 2000 and 183,620 in 1999 183,466 183,620
Retained earnings 1,742,787 1,776,574
Accumulated other comprehensive income 4,828,142 5,671,945
--------------------- ------------------------
Total shareholders' equity 6,754,395 7,632,139
--------------------- ------------------------
Total liabilities and shareholders' equity $ 10,728,567 12,139,776
===================== ========================
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
YADKIN VALLEY COMPANY AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
<TABLE>
<CAPTION>
For the three For the three For the nine For the nine
months ended months ended months ended months ended
Sept 30, 2000 Sept 30, 1999 Sept 30, 2000 Sept 30, 1999
----------------- ---------------- ---------------- ----------------
UNAUDITED UNAUDITED UNAUDITED UNAUDITED
Premiums and other revenue:
<S> <C> <C> <C> <C>
Life premiums $ 56,757 48,800 171,046 170,073
Dividend income 13,936 5,187 34,169 16,669
Interest income 7,001 6,216 20,142 16,039
----------------- ---------------- ---------------- ----------------
77,694 60,203 225,357 202,781
----------------- ---------------- ---------------- ----------------
Benefits and expenses:
Death benefits 37,963 4,300 74,363 39,868
Increase (decrease) in liability for
life policy claims 4,257 1,460 3,900 (619)
Operating expenses:
Commissions 25,560 21,966 77,027 76,568
Interest 19,508 16,226 50,129 41,039
Professional fees 892 1,309 28,774 32,507
Management fees 2,285 2,173 14,508 14,041
General, administrative and other 1,144 2,260 28,986 33,389
----------------- ---------------- ---------------- ----------------
91,609 49,694 277,687 236,793
----------------- ---------------- ---------------- ----------------
Income (loss) before income
taxes (13,915) 10,509 (52,330) (34,012)
Income tax benefit (8,406) (966) (21,467) (16,103)
----------------- ---------------- ---------------- ----------------
Net income (loss) $ (5,509) 11,475 (30,863) (17,909)
================= ================ ================ ================
Net income (loss) per share $ (0.03) 0.06 (0.17) (0.10)
================= ================ ================ ================
Weighted average shares outstanding 183,528 183,631 183,543 183,656
================= ================ ================ ================
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
YADKIN VALLEY COMPANY AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGE IN SHAREHOLDERS' EQUITY
FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 2000
<TABLE>
<CAPTION>
Accumulated
other Total
Common Retained comprehensive shareholders'
stock earnings income equity
---------------- ---------------- ------------------ -----------------
<S> <C> <C> <C> <C>
Balance at December 31, 1999 $ 183,620 1,776,574 5,671,945 7,632,139
Comprehensive income (loss):
Net loss - (30,863) - (30,863)
Net unrealized losses on securities available
for sale, net of income taxes of $539,585 - - (843,803) (843,803)
-----------------
Comprehensive income (loss) (874,466)
Redemption of 154 shares of common stock (154) (2,924) - (3,078)
---------------- ---------------- ------------------ -----------------
Balance at September 30, 2000 $ 183,466 1,742,787 4,828,142 6,754,395
================ ================ ================== =================
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
YADKIN VALLEY COMPANY AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOW
FOR THE NINE MONTH PERIODS ENDED SEPTEMBER 30, 2000 AND 1999
<TABLE>
<CAPTION>
2000 1999
----------------- ----------------
Operating Activities : UNAUDITED UNAUDITED
<S> <C>
Net loss $ (30,863) (17,909)
Adjustments to reconcile net loss to net
cash provided (used) by operating activities:
Increase (decrease) in reserve for policy and contract claims 3,900 (619)
Increase in federal and state income taxes recoverable (9,824) (30,050)
Increase in accrued investment income (1,616) (111)
Increase (decrease) in other liabilities 2,220 (80)
---------------- ----------------
Net cash provided (used) by operating activities (36,183) 11,712
---------------- ----------------
Investing activities :
Purchases of certificates of deposit (1,558,421) (1,382,654)
Maturities of certificates of deposit 1,598,267 1,357,156
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Net cash provided (used) by investing activities 39,846 (25,498)
---------------- ----------------
Financing activities :
Proceeds from increase in notes payable - 30,000
Purchases and retirement of common stock (3,078) (1,334)
---------------- ----------------
Net cash provided (used) by financing activities (3,708) 28,666
---------------- ----------------
Net increase (decrease) in cash 585 (14,881)
Cash at beginning of reporting period 57,026 51,980
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Cash at end of reporting period $ 57,611 66,861
================ ================
Cash payments for :
Interest $ 50,194 40,962
================ ================
Income taxes - -
================ ================
Non-cash investing and financing activities :
Decrease in unrealized gain on marketable equity securities
net of applicable income taxes of $539,585 and $1,230,331. $ 843,803 1,924,365
================ ================
</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 "Parent") and its wholly owned subsidiary Yadkin
Valley Life Insurance Company, hereinafter collectively referred to as the
Company. Inter-company accounts and transactions have been eliminated. The
consolidated financial statements have been prepared in accordance with
generally accepted accounting principles which, as to the insurance subsidiary,
may vary in some respects from statutory accounting practices which are
prescribed or permitted by the Insurance Department of the State of Arizona. 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 preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities as of the dates of the
consolidated balance sheets and the reported amounts of income and expense
included in the consolidated statements of income. Actual amounts could differ
from those estimates.
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, 2000.
Note 2: 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. The Company holds stock in FCB, FCB-SC and
Heritage. At September 30, 2000 and 1999, the Company had $351,444 and $391,291
respectively, invested in FCB&T certificates of deposit.
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 $14,508 for the nine months ended September 30, 2000 and $14,041 for
the corresponding period in 1999.
Yadkin Valley Life provides reinsurance to TLIC, a subsidiary of FCB&T. The
policies reinsured are sold through Southern Bank & Trust Company, Mount Olive,
North Carolina ("Southern"), The Fidelity Bank, Fuquay-Varina, North Carolina
("Fidelity") and Heritage. Amounts related to business assumed from TLIC for the
nine months ended September 30, 2000 and the corresponding period in 1999 are as
follows:
2000 1999
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Premiums assumed $ 171,046 170,073
Death benefits assumed 74,363 39,868
Life policy claim reserves assumed 13,775 9,875
Commissions assumed 77,027 76,568
<PAGE>
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
$10,314 in commissions to Heritage for the nine months ended September 30, 2000
and $10,612 for the corresponding period in 1999.
Note 3: Net Income Per Share
Net income per share is computed based on the weighted average number of common
shares outstanding during the period and represents basic and diluted net income
per share, since the company has no potentially dilutive common stock.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
RESULTS OF OPERATIONS. The Company realized an increase in consolidated
net loss of $12,954 during the nine months ended September 30, 2000 compared to
the corresponding period in 1999. Consolidated net loss during the period was
$30,863 compared to consolidated net loss of $17,909 during the corresponding
period of 1999. The increase was primarily due to an increase in claims paid
which is discussed further below.
The main source of operating funds for the period reported was from
Yadkin Valley Life Insurance Company's ("Yadkin Valley Life") operation. Revenue
from Yadkin Valley Life's operation remained constant with the same period of
1999. During the nine months ended September 30, 2000, premiums have increased
$973 (.6%) from the corresponding period in 1999 and management expects the
premiums for the year 2000 to be consistent with the year 1999. 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 Company funds are for claim payments,
commission payments and general expenses. Incurred claims increased $39,014
(99.4%) for the nine months ended September 30, 2000 when compared to the
corresponding period in 1999. The increase is not specifically attributable to
any known events, as there have been no changes in operations, underwriting or
any other procedure. Management believes all claims filed and paid to be proper
and paid according to provisions in various policies issued. While the
policyholder mortality experience represents the primary uncertainty of Yadkin
Valley Life's operations, claim reserves have proven to be adequate. Operating
expenses increased $1,880 (1%) from the same period in 1999.
During 2000, the Company's investment in marketable equity securities
that are accounted for in accordance with SFAS No. 115 experienced a decline in
their fair values of $1,383,417 (11.9%) from December 31, 1999. This follows a
$4,056,615 (25.9%) decline from December 31, 1998 to December 31, 1999; however,
the fair values of the securities showed a $734,739 (7.8%) increase from June
30, 2000. The decline in fair values of the Company's investments as of
September 30, 2000 is driven by the fact that the Company's largest individual
holding is in a banking organization (FCB-SC) whose equity securities are not
widely traded and thus are subject to fluctuation. There can be no assurances
that the current fair values will be sustained in future periods and continued
fluctuations in the fair values of these investments in future periods will
result in fluctuations of shareholders' equity. During May and August 2000, the
Company received dividends in the amount of $17,500 from FCB-SC, which are the
first such dividends in approximately 10 years. It is not known to management if
future dividends will be paid.
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 the Company to
fund asset growth and maintain liquidity. A factor which could impact the
Company's financial position and liquidity are significant increases or
decreases in these fair values of the securities held in the investment
portfolio.
<PAGE>
Management believes the liquidity of the Company to be adequate as
evidenced by ratios of assets to liabilities of 2.70 at September 30, 2000 and
2.69 at December 31, 1999. Investments in equity securities had a fair value at
September 30, 2000 and December 31, 1999 of $10,189,044 and $11,572,431
respectively. While management considers these securities to be readily
marketable, the Company's ability to sell a substantial portion of these
investments may be inhibited by the limited trading of most of these issuances,
and may result in a substantial losses on any such sales. Management of the
Company 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, 1999 was
primarily due to a decrease in unrealized gains on marketable equity securities.
There were no other material changes in assets during 2000.
During 2000, total liabilities decreased from $4,507,637 at December
31, 1999 to $3,974,172 at September 30, 2000. The decrease in deferred federal
income taxes on the unrealized gains on investments was $539,585 while total
liabilities decreased $533,465.
CAPITAL RESOURCES. There are no material commitments for capital
expenditures and none are anticipated. At September 30, 2000, the Company 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 $1,298,027; 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 $2,295,000. 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.
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
None
Item 3. Default Upon Senior Securities
Not Applicable
<PAGE>
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
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 10, 2000 By:
--------------------------
David S. Perry, President and
Principal Financial Officer
