<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from to
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Cherokee Banking Company
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(Exact name of registrant as specified in its charter)
Georgia 6711 58-2432974
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(State of Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or organization) Classification Code Number) Identification No.)
1275 Riverstone Parkway
Canton, Georgia 30114
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(Address of principal executive offices) (Zip Code)
770-479-3400
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(Telephone Number)
Not Applicable
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(Former name, former address
and former fiscal year,
if changed since last report)
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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
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APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 738,658 shares of common stock, no
par value per share, issued and outstanding as of November 10, 1999.
Transitional Small Business Disclosure Format (check one): YES NO X
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CHEROKEE BANKING COMPANY
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
The financial statements of Cherokee Banking Company ("Cherokee") are
set forth in the following pages.
This Form 10-QSB contains forward-looking statements. These statements are
subject to certain risks and uncertainties that could cause actual results to
differ materially from those anticipated in the forward-looking statements.
Factors that might cause such a difference include, but are not limited to,
changes in interest rate environment, management's business strategy, national,
regional and local market conditions and legislative and regulatory conditions.
Readers should not place undue reliance on forward-looking statements,
which reflect management's view only as of the date of this Form 10-QSB.
Cherokee undertakes no obligation to publicly revise these forward-looking
statements to reflect subsequent events or circumstances. Readers should also
carefully review the risk factors described in other documents Cherokee files
from time to time with the Securities and Exchange Commission.
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CHEROKEE BANKING COMPANY
Balance Sheet
September 30, 1999
Assets
Cash $ 201,384
Federal funds sold 6,270,000
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Cash and cash equivalents 6,471,384
Securities available for sale 4,709,881
Loans, net 1,382,918
Land, construction and equipment 721,141
Other assets 117,967
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$ 13,403,291
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Liabilities and Stockholders' Equity
Deposits:
Non-interest bearing $ 587,911
Interest bearing 5,865,187
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6,453,098
Other liabilities 28,135
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6,481,233
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Commitments
Stockholders' equity:
Preferred stock, no par value; 2,000,000 shares authorized;
no shares issued and outstanding --
Common stock, no par value; 10,000,000 shares authorized;
738,658 shares issued and outstanding 7,386,580
Deficit accumulated during the development stage (439,237)
Unrealized loss on securities available for sale (25,285)
------------
Total stockholders' equity 6,922,058
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$ 13,403,291
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CHEROKEE BANKING COMPANY
Statements of Operations
For the Three Months and the Nine Months Ended September 30, 1999
Three Months Nine Months
Ended Ended
September 30 September 30
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Interest income:
Loans $ 8,557 8,557
Federal funds sold 79,618 79,618
Investment securities 35,352 35,352
Escrowed stock subscriptions 3,683 52,927
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Total interest income 127,210 176,454
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Interest expense:
Deposits 37,401 37,401
Other borrowings -- 6,762
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Total interest expense 37,401 44,163
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Net interest income 89,809 132,291
Provision for loan losses 17,505 17,505
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Net interest income after provision for loan losses 72,304 114,786
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Other income 602 602
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Other expense:
Salaries and other personnel expense 121,372 216,679
Net occupancy and equipment expense 30,342 48,138
Other operating expense 145,378 249,394
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Total other expense 297,092 514,211
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Net loss $224,186 398,823
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CHEROKEE BANKING COMPANY
Statement of Cash Flows
For the Nine Months Ended September 30, 1999
Nine Months
Ended
September 30
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Cash flows from operating activities:
Net loss $ (398,823)
Adjustments to reconcile net loss to net cash provided
by operating activities:
Provision for loan losses 17,505
Depreciation, amortization and accretion 9,873
Change in other (79,842)
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Net cash used by operating activities (451,287)
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Cash flows from investing activities:
Purchases of investment securities available for sale (4,734,707)
Change in loans (1,400,423)
Purchases of premises and equipment (731,473)
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Net cash used by investing activities (6,866,603)
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Cash flow from financing activities:
Net change in deposits 6,453,098
Repayment of borrowings, net (60,000)
Proceeds from sale of common stock 7,386,580
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Net cash provided by financing activities 13,779,678
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Net change in cash and cash equivalents 6,461,788
Cash and cash equivalents at beginning of period 9,596
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Cash and cash equivalents at end of period $ 6,471,384
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CHEROKEE BANKING COMPANY
Notes to Financial Statements
(1) Organization
Cherokee Banking Company (Cherokee), a bank holding company, owns 100% of the
outstanding stock of Cherokee Bank, N.A. (the Bank), a national bank operating
in Cherokee County, Georgia. During the second quarter of 1999, Cherokee raised
$7,386,580 through the sale of 738,658 shares of its no par value common stock
at $10.00 per share. On July 1, 1999, Cherokee used $6,000,000 of the net
proceeds from this public offering to purchase 100% of the outstanding common
stock of the Bank. The organizers of the Bank filed a joint application to
organize the Bank with the Office of the Comptroller of Currency and the Federal
Deposit Insurance Corporation on December 14, 1998. After receiving final
approval of the application from both of these regulatory agencies, the Bank
opened for business on July 26, 1999.
Operations through June 30, 1999 relate primarily to expenditures by the
organizers for incorporating and organizing Cherokee. Cherokee was previously
reported on as a development stage corporation.
In connection with Cherokee's formation and initial offering, Cherokee issued
warrants to purchase its common stock to the organizers. The warrants allow each
holder to purchase one additional share of common stock for each share purchased
in connection with the initial offering. The warrants are exercisable for a term
beginning on the first anniversary of the date Cherokee first issued its common
stock, and ending on the tenth anniversary of that date or 90 days after the
warrant holder ceases to be a director of Cherokee, whichever is earlier. The
warrants vest at the rate of one-third (1/3) per year beginning on the first
anniversary of the date Cherokee first issued its common stock. The exercise
price of the warrants is at the initial offering price of $10 per share.
Cherokee has also reserved 30,000 shares for the issuance of options under an
employee incentive stock option plan.
The interim financial statements included in this report are unaudited but
reflect all adjustments which, in the opinion of management, are necessary for a
fair presentation of the financial position and results of operations for the
interim period presented. All such adjustments are of a normal recurring nature.
The results of operations for the quarter ended September 30, 1999 are not
necessarily indicative of the results of a full year's operations.
(2) Proforma Net Loss Per Common Share
Proforma net loss per common share is calculated by dividing net loss by the
actual number of common shares sold in the initial public offering, which are
considered outstanding for the entire period, as prescribed in Staff Accounting
Bulletin Topic 1:B. The proforma net loss per share for the nine months ended
September 30, 1999 was $0.54, with a net loss per share for the quarter ended
September 30, 1999 of $0.30.
(3) Preferred Stock
Shares of preferred stock may be issued from time to time in one or more series
as established by resolution of the Board of Directors of Cherokee. Each
resolution will include the number of shares issued, preferences, special rights
and limitations as determined by the Board.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Cherokee was incorporated on October 9, 1998, for the purpose of becoming a bank
holding company by acquiring the outstanding common stock of the Bank. The
organizers of the Bank filed a joint application to charter the Bank and for
federal deposit insurance with the Office of the Comptroller of the Currency
(the "OCC") and the Federal Deposit Insurance Corporation (the "FDIC") on
December 14, 1998. On July 1, 1999, Cherokee acquired 100% of the outstanding
common stock of the Bank. The Bank commenced operations on July 26, 1999.
At September 30, 1999, Cherokee had total assets of $13,403,291. These assets
consisted principally of approximately $6,471,000 in cash and cash equivalents,
$4,710,000 in securities available for sale, $1,383,000 in loans and
approximately $721,000 in land and equipment.
Cherokee had deposits of $6,453,000 at September 30, 1999, an accumulated
deficit of $439,237 and total stockholders' equity of $6,922,068.
Cherokee had a net loss of $224,186 for the quarter ended September 30, 1999 and
$398,823 for the nine months ended September 30, 1999. It had a net loss per
share of $0.30 for the quarter ended September 30, 1999 and $0.54 for the nine
months ended September 30, 1999 (assuming the sale of the actual number of
shares in the offering were outstanding during the entire period). The loss for
the nine months ended September 30, 1999 resulted primarily from expenses
incurred in connection with activities related to the organization of the Bank.
These activities included preparing and filing an application to charter the
Bank and for federal deposit insurance; responding to questions and providing
additional information to the regulators in connection with the application
process; preparing and filing a registration statement with the Securities and
Exchange Commission; selling Cherokee's common stock; holding meetings among
various organizers regarding the application and registration statement, target
markets and capitalization issues; hiring qualified personnel to work for the
Bank; conducting public relations activities on behalf of Cherokee; developing
prospective business contacts; and taking other actions necessary to open the
Bank. Because Cherokee was in the organization stage and the Bank did not begin
its operations until July 26, 1999, it had limited operations from which to
generate revenues.
Cherokee raised $7,386,580 in the offering. It used these funds to purchase
600,000 shares of the Bank for $6,000,000 and for working capital. Cherokee
believes this amount will be sufficient to fund the activities of the Bank in
its initial stages of operations, and that the Bank will generate sufficient
income from operations to fund its activities on an ongoing basis. There can be
no assurance, however, that Cherokee will achieve any particular level of
profitability.
Information Systems and the Year 2000
The Year 2000 Issue. The year 2000 issue confronting Cherokee, the Bank and its
suppliers, customers, customers' suppliers and competitors centers on the
inability of computer systems to recognize the year 2000 and other year 2000
sensitive dates such as September 9, 1999, December 31, 1999 and February 29,
2000. Many existing computer programs and systems originally were programmed
with six-digit dates that provided only two digits to identify the calendar year
in the date field. With the impending new millennium, these programs and
computers will recognize "00" as the year 1900 rather than the year 2000. Like
most financial service providers, Cherokee and its operations may be affected
significantly by the year 2000 issue because it depends on computer-generated
financial information. Software, hardware and equipment both within and outside
our direct control, and third parties with whom we electronically or
operationally interface are likely to be affected. These third parties include
customers and third-party vendors providing data processing, information systems
management, computer systems maintenance and credit bureau information. If
computer systems are not able to identify the year 2000, many computer
applications could fail or create incorrect results. Consequently, many
calculations that rely on date-related information, such as interest, payment or
due dates and other operating functions, could generate significantly misstated
results, and we could lose our ability to process transactions, prepare
statements or engage in similar normal business activities. In addition, the
failure to address adequately the year 2000 issue could adversely affect the
viability of our suppliers and creditors and the creditworthiness of our
borrowers. If not adequately addressed, the year 2000 issue could ultimately
have a significant adverse impact on our products, services, and competitive
condition and, in turn, our financial condition and results of operations.
Regulatory Oversight. Financial institution regulators recently have increased
their focus on year 2000 compliance issues and have issued guidance concerning
the responsibilities of senior management and directors. The Federal Financial
Institutions Examination Council has issued several interagency statements on
the year 2000. These statements require, among other things, that financial
institutions examine the year 2000 implications of relying on
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vendors and the potential impact of the year 2000 issue on their customers,
suppliers and borrowers. These statements also require each federally regulated
financial institution to survey its exposure, measure its risk, and prepare a
plan to address the year 2000 issue. In addition, the federal banking regulators
have issued safety and soundness guidelines to be followed by insured depository
institutions to ensure resolution of any year 2000 problems.
Our Readiness. Because Cherokee is a start-up entity and the Bank did not
commence business until July 26, 1999, we do not have existing systems or
equipment requiring year 2000 testing and remediation. Rather, we purchased all
of our office equipment, hardware and software and obtaining service commitments
only from vendors and service providers that certified that their products and
services are year 2000 compliant. For example, we purchased applications
software, microcomputers, teller equipment, and a network file server only from
vendors that provided year 2000 compliance certificates relating to those
products. We obtained data processing services, automatic teller machine
applications, a voice response system, internet banking services, document
imaging solutions and bond accounting systems from third party service providers
that certified that the products and services they provide will be year 2000
compliant.
As we acquire new equipment and systems and continue the start-up of our
operations, we will test our year 2000 readiness on an ongoing basis. Although
we do not anticipate that we will encounter difficulties in this area, we will
require our vendors and service providers to upgrade or replace any equipment
that proves to be non-compliant. If we do not receive the necessary upgrades or
equipment, we will obtain new equipment or engage a new service provider with
demonstrated year 2000 compliance.
Although our internal systems, equipment, and operations require significant
oversight relating to year 2000 issues, we believe that our customers' year 2000
readiness could also have a significant effect on our operations. For example,
if a customer with an outstanding loan from the Bank is unable to maintain its
cash flow as a result of disruption caused by its own or its customers' year
2000 problems, the customer could default in the repayment of the loan, which
would lead to increased loan losses for the Bank. Although we plan to consider
this possibility when we establish loan loss reserves for the Bank, the
potential losses could exceed our estimate and ultimately cause a net loss to
the Bank. To address this concern, we will communicate with customers on an
ongoing basis regarding their year 2000 readiness and attempt to identify at the
earliest opportunity those customers that are likely to encounter year 2000
problems. We plan to work with these customers to ensure, to the greatest extent
possible, that their year 2000 compliance issues do not disrupt the Bank's
operations.
Resources Allocated. To ensure that senior members of management continue to
monitor our year 2000 readiness on a consistent basis, Cherokee's Board of
Directors established a Year 2000 Committee on January 13, 1999. The members of
the committee established guidelines for the acquisition of new equipment and
services that are year 2000 compliant; communicating with potential borrowers,
vendors and service providers regarding year 2000 issues; and monitoring our
progress in this area. Members of the committee also attended conferences and
information sharing sessions to gain additional insight into the year 2000 issue
and potential strategies for addressing it. The committee's work will continue
until the year 2000 and, in the event a year 2000 problem occurs, thereafter
until the problem is resolved. The members of the committee are Dennis W.
Burnette, Albert Louis Evans, Jr., Roger Johnson, A. Rick Roberts, III and Cathy
Dobson.
Because our year 2000 compliance program includes initially acquiring systems,
equipment and outsourced services that are year 2000 compliant, we do not expect
that Cherokee or the Bank will incur material year 2000 compliance costs.
Rather, these costs will be included in the initial cost of obtaining the
equipment or services that we will need in order to start operations.
Consequently, we have not established a separate budget for year 2000 compliance
expenses. The year 2000 Committee will, however, monitor our needs in this area
and will establish a budget for year 2000 expenses if it believes that such
costs will prove to be material.
Contingency Plans. We believe that our only mission-critical, or "core," system
is our host application processing system, which is provided and operated by a
third party service provider. If this system is unable to process data reliably,
we will be forced to obtain the same services from another service provider or,
in the alternative, we will process these accounts using manual procedures until
the existing system becomes year 2000 compliant. A failure in this system or any
other date sensitive system could have a material adverse effect on our results
of operations, liquidity and financial condition.
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<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
There are no material pending legal proceedings to which Cherokee 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, Cherokee did not sell any securities during the period
covered by this report.
(d) On July 26, 1999 Cherokee used $6,000,000 of the net proceeds received from
its initial public offering, the SEC Registration Statement for which was
effective on April 1, 1999 (file no. 333-71571), to purchase 100% of the
capital stock of the Bank.
Item 3. Defaults Upon Senior Securities
Not applicable
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to security holders for a vote during the nine
months ended September 30, 1999.
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
(b) Reports on Form 8-K
None
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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.
CHEROKEE BANKING COMPANY
By: /s/ Dennis W. Burnette
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Dennis W. Burnette
President, Chief Executive Officer
and Director
By: /s/ A.R. Roberts, III
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A.R. Roberts, III
Chief Financial Officer, Chief
Operations Officer and Director
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<PAGE>
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<S> <C>
<PERIOD-TYPE> 9-MOS
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<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 201
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 6,270
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<INVESTMENTS-MARKET> 4,710
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0
0
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