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 March 31, 2000
Commission file number- 1-14081
YADKIN VALLEY COMPANY
(Exact name of registrant as specified in its charter)
North Carolina 56-1249566
-------------- ----------
(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 183,617
------------ -------
Class Outstanding at March 31, 2000
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
YADKIN VALLEY COMPANY AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31,2000 December 31,1999
------------------ ---------------------
(UNAUDITED)
ASSETS
------
<S> <C> <C>
Cash $ 28,718 57,026
Investment securities available for sale (cost of $2,318,641
at March 31, 2000 and December 31, 1999) 9,817,174 11,572,431
Certificates of deposit 491,246 491,291
Accrued investment income 3,759 3,695
Federal and state income taxes recoverable 22,702 15,233
Accounts receivable 9,883 100
------------------ ---------------------
Total assets $ 10,373,482 12,139,776
================== =====================
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Liabilities :
Life policy claims reserves 9,250 9,875
Deferred income taxes 2,939,657 3,623,743
Notes payable 869,205 869,205
Other liabilities 8,963 4,814
------------------ ---------------------
Total liabilities 3,827,075 4,507,637
------------------ ---------------------
Shareholders' equity :
Common stock, par value $1 per share; authorized 500,000 shares, issued and
outstanding 183,617 in 2000 and 183,620
in 1999 183,617 183,620
Retained earnings 1,762,018 1,776,574
Accumulated other comprehensive income 4,600,773 5,671,945
------------------ ---------------------
Total shareholders' equity 6,546,408 7,632,139
------------------ ---------------------
Total liabilities and shareholders' equity $ 10,373,482 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
months ended months ended
March 31,2000 March 31,1999
------------------ -----------------
UNAUDITED UNAUDITED
Premiums and other revenue :
<S> <C> <C>
Life premium $ 58,165 61,910
Dividend income 5,186 5,186
Interest income 6,286 5,204
------------------ -----------------
69,637 72,300
------------------ -----------------
Benefits and expenses :
Death benefits 5,517 10,551
Increase (decrease) in liability for life
policy claims (625) 21,066
Operating expenses :
Commissions 26,194 27,879
Interest 15,649 11,546
Professional fees 15,749 15,098
Management fees 8,060 7,826
General, administrative and other 21,063 24,379
------------------ -----------------
91,607 118,345
------------------ -----------------
Loss before income taxes (21,970) (46,045)
Income tax benefit (7,470) (15,655)
------------------ -----------------
Net loss $ (14,500) (30,390)
================== =================
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
YADKIN VALLEY COMPANY AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOW
FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2000 AND 1999
<TABLE>
<CAPTION>
2000 1999
--------------- ----------------
UNAUDITED UNAUDITED
Operating activities :
<S> <C> <C>
Net loss $ (14,500) (30,390)
Adjustments to reconcile net income to net cash used by operating
activities:
Decrease (increase) in accounts receivable (9,783) -
Decrease (increase) in reserve for policy and contract claims (625) 21,066
Decrease (increase) in federal and state income tax recoverable (7,469) (15,655)
Decrease (increase) in accrued investment income (64) (1,167)
Increase in other liabilities 4,149 6,069
--------------- --------------
Net cash used by operating activities (28,292) (20,077)
--------------- --------------
Investing activities :
Purchases of certificates of deposit (645,101) (467,154)
Maturities of certificates of deposit 645,146 448,114
--------------- --------------
Net cash provided (used) by investing activities 45 (19,040)
--------------- --------------
Financing activities :
Purchases and retirement of common stock (61) -
--------------- --------------
Net cash used by financing activities (61) -
--------------- --------------
Net decrease in cash (28,308) (39,117)
Cash at beginning of reporting period 57,026 51,980
--------------- --------------
Cash at end of reporting period $ 28,718 12,863
=============== ==============
Cash payments for :
Interest $ 15,906 13,302
=============== ==============
Income taxes - -
=============== ==============
Non-cash investing and financing activities :
Increase (decrease) in unrealized gain on marketable equity
Securities, net of applicable income taxes of $684,085 and
$1,499,082 $( 1,071,172) (2,493,221)
=============== ==============
</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 and
operations 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 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.
For the three months ended March 31, 2000 and 1999, total comprehensive income
(loss) consisting of net income (loss) and unrealized gains (losses) on
securities available for sale, net of taxes was $(1,085,672) and $(2,523,611)
respectively.
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.
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 $8,060 for the three months ending March 31, 2000 and $7,826 for the
corresponding period in 1999.
Yadkin Valley Life provides reinsurance to TLIC, a subsidiary of FCB. 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
three months ended March 31, 2000 and the corresponding period in 1999 are as
follows:
2000 1999
--------- -------
Premiums assumed 58,165 61,910
Death benefits assumed 5,517 10,551
Life policy claim reserves assumed 9,250 34,439
Commissions assumed 26,194 27,879
The Company holds stock in FCB, FCB-SC and Heritage. The Company, FCB, FCB-SC
and Heritage are related through certain common ownership. At March 31, 2000 and
1999, the Company had $491,246 and $458,542, respectively, invested in FCB&T
certificates of deposit.
<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
$3,418 in commissions to Heritage for the three months ended March 31, 2000 and
$3,724 for the corresponding period in 1999.
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 $15,890 during the period reported compared to the corresponding
period in 1999. Consolidated net loss during the period was $(14,500) compared
to consolidated net loss of $(30,390) during the corresponding period of 1999.
The decrease was primarily due to a $21,691decrease in the liability for life
policy claims.
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 continued to decline primarily as a result
of a decrease in sales of credit life insurance by producing banks. Premiums
have decreased $3,745 (6.0%) from the corresponding period in 1999 and
management expects the decline may continue for the remainder of the year. 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 $26,725
(84.5%) from the corresponding period in 1999. The decrease is not specifically
attributable to any known events as there have been no change in operations,
underwriting or any other procedure. Management believes all claims filed and
paid to be proper and paid according to provisions in the 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. The decline in commission payments in 2000 versus 1999 is directly
correlated to the decline in assumed premium written. Operating expenses,
excluding commissions, increased by $1,672 (2.8%) for the period reported from
the corresponding period of 1999, primarily due to an increase in loan interest
of $4,103 (35.5%), which increase was offset by a $3,316 (13.6%) decrease in
general and administrative expenses.
During 2000, 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 $1,755,257 (15.2%) from December 31, 1999. This follows a
$4,056,615 (25.9%) decline from December 31,1998 to December 31,1999. The
decline in fair values of Registrant's investments as of March 31, 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.
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
market 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 2.71 at March 31, 2000 and 2.69
at December 31, 1999, which ratio continues to remain constant. Investments in
equity securities had a carrying value at March 31, 2000 and December 31, 1999
of $9,817,174 and $11,572,431 respectively. While management considers these
securities to be readily marketable, Registrant'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 Registrant realizing substantial losses on
any such sales. Management of the Registrant believes that Yadkin Valley
<PAGE>
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 $3,827,075 at March 31, 2000. The decrease in deferred federal
income taxes on the unrealized gains on investments was $684,085 while total
liabilities decreased $680,562.
CAPITAL RESOURCES. There are no material commitments for capital
expenditures and none are anticipated. At March 31, 2000, Registrant had
outstanding borrowings, which is with an unrelated bank, of $869,205 secured by
18,139 shares of First Citizens BancShares, Inc. of North Carolina Class A
Common Class, which have a carrying value of $1,024,309; and 1,725 shares of
First Citizens BancShares, Inc. of North Carolina Class B Common Class, which
have a carrying value of $78,816; and 10,000 voting common shares of First
Citizens Bancorporation of South Carolina, Inc, which have a carrying value of
$2,270,000. Any funds needed to satisfy loan repayments will be derived from the
sale of or repositioning of investments and dividends from Yadkin Valley Life.
UPDATE ON YEAR 2000. The date rollover to the year 2000 in computer
programs with which Yadkin interacts was successfully achieved. To the best of
management's knowledge and belief, the Year 2000 issue had no impact on the
operations of Yadkin, the ceding company or any vendor. Significant expenditures
to address the Year 2000 issue were not required of Yadkin. There was no
material cost to Yadkin for the Year 2000 project during the year 1999.
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
Not Applicable
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.
<TABLE>
<CAPTION>
<S> <C>
YADKIN VALLEY COMPANY
Date: May 15, 2000 By:__________________________________________
David S. Perry, President and Principal Financial Officer
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 7
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<DEBT-HELD-FOR-SALE> 0
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 0
<EQUITIES> 9,817,174
<MORTGAGE> 0
<REAL-ESTATE> 0
<TOTAL-INVEST> 9,817,174
<CASH> 519,964
<RECOVER-REINSURE> 0
<DEFERRED-ACQUISITION> 0
<TOTAL-ASSETS> 10,373,482
<POLICY-LOSSES> 9,250
<UNEARNED-PREMIUMS> 0
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 0
<NOTES-PAYABLE> 869,205
0
0
<COMMON> 183,617
<OTHER-SE> 6,362,791
<TOTAL-LIABILITY-AND-EQUITY> 10,373,482
58,165
<INVESTMENT-INCOME> 11,472
<INVESTMENT-GAINS> 0
<OTHER-INCOME> 0
<BENEFITS> 4,892
<UNDERWRITING-AMORTIZATION> 0
<UNDERWRITING-OTHER> 26,194
<INCOME-PRETAX> (21,970)
<INCOME-TAX> (7,470)
<INCOME-CONTINUING> (14,500)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (14,500)
<EPS-BASIC> (0.08)
<EPS-DILUTED> (0.08)
<RESERVE-OPEN> 9,875
<PROVISION-CURRENT> 9,250
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 5,517
<PAYMENTS-PRIOR> 0
<RESERVE-CLOSE> 9,250
<CUMULATIVE-DEFICIENCY> 0
</TABLE>
