<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 March 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from _________________ to
Commission file number 000-30511
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Cherokee Banking Company
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(Exact name of registrant as specified in its charter)
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<CAPTION>
<S> <C> <C>
Georgia 6711 58-2432974
-------------------------------- ------------------------------ ------------------------------------
(State of Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)
Incorporation or organization) Classification Code Number)
1275 Riverstone Parkway
Canton, Georgia 30114
-------------------------------- ------------------------------------
(Address of principal executive (Zip Code)
offices)
</TABLE>
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 issurer: (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 XX NO
----
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 May 10, 2000.
Transitional Small Business Disclosure Format (check one): YES ___ NO XX
--
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CHEROKEE BANKING COMPANY
INDEX
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Page No.
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PART I FINANCIAL INFORMATION
Item 1. Financial Statements 3
Balance Sheet (unaudited) at March 31, 2000 3
Statement of Operations (unaudited) for the Three
Months Ended March 31, 2000 and 1999 4
Statement of Comprehensive Income (unaudited) for the Three
Months Ended March 31, 2000 and 1999 5
Statement of Cash Flows (unaudited) for the Three
Months Ended March 31, 2000 and 1999 6
Notes to Financial Statements (unaudited) 7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 9
Item 2. Changes in Securities 9
Item 3. Defaults Upon Senior Securities 9
Item 4. Submission of Matters to a Vote of Security Holders 9
Item 5. Other Information 9
Item 6. Exhibits and Reports on Form 8-K 9
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This Report contains statements which constitute forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. These statements appear in a number of
places in this Report and include all statements regarding the intent, belief or
current expectations of the Company, its directors or its officers with respect
to, among other things: (1) the Company's financing plans; (2) trends affecting
the Company's financial condition or results of operations; (3) the Company's
growth strategy and operating strategy; and (4) the declaration and payment of
dividends. Investors are cautioned that any such forward-looking statements are
not guarantees of future performance and involve risks and uncertainties, and
that actual results may differ materially from those projected in the forward-
looking statements as a result of various factors discussed herein and those
factors discussed in detail in the Company's filings with the Securities and
Exchange Commission.
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CHEROKEE BANKING COMPANY
Consolidated Balance Sheet
March 31, 2000
(Unaudited)
Assets
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Cash and due from banks $ 884,368
Federal funds sold 4,960,000
-----------
Cash and cash equivalents 5,844,368
Interest bearing deposits 300,000
Investment securities available for sale 8,701,508
Other investments 236,100
Loans, net 7,806,883
Premises and equipment, net 2,347,680
Accrued interest receivable and other assets 213,413
-----------
$25,449,952
===========
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Liabilities and Stockholders' Equity
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<CAPTION>
Liabilities:
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Deposits:
Demand $ 1,825,424
Money market and NOW accounts 7,693,051
Savings 322,422
Time 8,909,685
-----------
Total deposits 18,750,582
Accrued interest payable and other liabilities 194,678
-----------
Total liabilities 18,945,260
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Stockholders' equity:
Common stock, no par value; authorized
10,000,000 shares; 738,658 issued and outstanding 7,330,505
Accumulated deficit (756,487)
Unrealized loss on securities available for sale, net of tax ( 69,326)
-----------
Total stockholders' equity 6,504,692
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$25,449,952
===========
</TABLE>
See accompanying notes to financial statements.
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CHEROKEE BANKING COMPANY
Consolidated Statements of Operations
For the Three Months Ended March 31, 2000 and 1999
(Unaudited)
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2000 1999
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Interest income:
Interest and fees on loans $ 154,624 -
Interest on federal funds sold 63,495 -
Investment securities 131,346 -
Interest on deposits with other banks 7,312 -
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Total interest income 356,777 -
--------- -------
Interest expense:
Deposits 182,078 -
Other borrowed money - 1,285
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Total interest expense 182,078 1,285
--------- -------
Net interest income (expense) 174,699 (1,285)
Provision for loan losses 30,158 -
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Net interest income (expense) after provision for loan losses 144,541 (1,285)
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Other income:
Service charges on deposit accounts 4,048 -
Other operating income 4,867 -
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Total other income 8,915 -
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Other expense:
Salaries and other personnel expense 168,282 31,491
Net occupancy and equipment expense 47,414 2,478
Other operating expense 109,762 34,725
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Total other expense 325,458 68,694
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Net loss $(172,002) (69,979)
========= =======
Loss per common share based on average outstanding
shares of 738,658 in 2000 and 1999:
Net loss per share $(0.23) (0.09)
========= =======
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See accompanying notes to financial statements.
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CHEROKEE BANKING COMPANY
Consolidated Statements of Comprehensive Income
For the Three Months Ended March 31, 2000 and 1999
(Unaudited)
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2000 1999
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Net loss $(172,002) (69,979)
Other comprehensive income:
Unrealized holding losses on investment
securities available for sale (58,782) -
Less income tax benefit related to investment
securities available for sale 22,337 -
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Total other comprehensive income (loss), net of tax (36,445) -
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</TABLE>
Total comprehensive income (loss) $(208,447) (69,979)
========= =======
See accompanying notes to financial statements.
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CHEROKEE BANKING COMPANY
Consolidated Statements of Cash Flows
For the Three Months Ended March 31, 2000 and 1999
(Unaudited)
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2000 1999
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Cash flows from operating activities:
Net loss $ (172,002) (69,979)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Provision for loan losses 30,158 -
Depreciation, amortization and accretion 17,166 -
Change in:
Accrued interest receivable (29,257) -
Other assets (15,442) (16,156)
Accrued interest payable 90,981 -
Other liabilities (3,245) -
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Net cash provided (used) by operating activities (81,641) (86,135)
----------- -------
Cash flows from investing activities:
Proceeds from sales, maturities and paydowns
of investment securities held to maturity 5,602 -
Purchases of investment securities available for sale (1,912,997) -
Net change in interest bearing deposits (100,000) -
Net change in other investments (56,100) -
Change in loans (2,412,626) -
Purchase of premises and equipment (1,079,987) -
Proceeds from sale of premises and equipment 662 -
----------- -------
Net cash used by investing activities (5,555,446) -
-------
Cash flows from financing activities:
Net change in deposits 6,754,513 -
Proceeds from line of credit - 80,000
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Net cash provided by financing activities 6,754,513 80,000
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Net change in cash and cash equivalents 1,117,426 (6,135)
Cash and cash equivalents at beginning of the period 4,726,942 9,596
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Cash and cash equivalents at end of the period $ 5,844,368 3,461
=========== =======
Noncash investing activities:
Change in unrealized loss on securities available for sale, net of tax $ (36,445) -
</TABLE>
See accompanying notes to financial statements.
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CHEROKEE BANKING COMPANY
Notes to Financial Statements
(1) Organization
------------
Cherokee Banking Company (the Company), a bank holding company, owns 100% of
the outstanding common stock of Cherokee Bank, N.A. (the Bank), which
operates in the Canton, Georgia area. Prior to the Bank opening for business
on July 26, 1999, the activities of the Company were devoted solely to
securing banking facilities, raising capital and procuring management and
other personnel.
The consolidated financial statements include the accounts of the Company and
the Bank. All intercompany accounts and transactions have been eliminated in
consolidation.
The interim financial statements included herein 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 period ended March 31, 2000 are not
necessarily indicative of the results of a full year's operations.
The accounting principles followed by the Company and the methods of applying
these principles conform with generally accepted accounting principles (GAAP)
and with general practices within the banking industry. In preparing
financial statements in conformity with GAAP, management is required to make
estimates and assumptions that affect the reported amounts in the financial
statements. Actual results could differ significantly from those estimates.
Material estimates common to the banking industry that are particularly
susceptible to significant change in the near term include, but are not
limited to, the determinations of the allowance for loan losses, the
valuation of real estate acquired in connection with or in lieu of
foreclosure on loans, and valuation allowances associated with deferred tax
assets, the recognition of which are based on future taxable income.
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<PAGE>
Item 2.
CHEROKEE BANKING COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
For the Three Months Ended March 31, 2000 and 1999
Financial Condition
Total assets at March 31, 2000 were $25,449,952 representing a $6,634,000
(35%) increase from December 31, 1999. Deposits increased $6,754,513 (56%) from
December 31, 1999. Net loans outstanding increased $2,382,468 (44%) over year-
end 1999. The allowance for loan losses at March 31, 2000 totaled $98,821,
representing 1.25% of total loans at March 31, 2000 compared to the December 31,
1999 total of $68,663, which represented 1.25% of total loans. Cash and cash
equivalents at March 31, 2000 increased $1,117,426 from December 31, 1999.
There were no loans which were considered nonperforming at March 31, 2000.
Results of Operations
For the three months ended March 31, 2000, the Bank's annualized yield on
earning assets was 7.35%. The cost of funding sources for the three month
period ended March 31, 2000 was 4.74%. While the Bank's net interest spread was
2.61%, the net interest margin, which considers the effect of non-interest
bearing deposits, was 3.60%.
Capital
The following tables present Cherokee Banking Company's regulatory capital
position at March 31, 2000:
Risk-Based Capital Ratios
-------------------------
Tier 1 Tangible Capital, Actual 49.66%
Tier 1 Tangible Capital minimum requirement 4.00%
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Excess 45.66%
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Total Capital, Actual 50.40%
Total Capital minimum requirement 8.00%
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Excess 42.40%
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Leverage Ratio
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Tier 1 Tangible Capital to adjusted total assets
("Leverage Ratio") 25.83%
Minimum leverage requirement 4.00%
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Excess 21.83%
=====
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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
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
At the Company's Annual Meeting of Shareholders held on March 22, 2000,
security holders elected Dennis W. Burnette (votes for: 457,690; votes against:
0; votes withheld: 850), Albert L. Evans, Jr. (votes for: 450,990; votes
against: 0; votes withheld: 550), and William L. Early (votes for: 451,894;
votes against: 0; votes withheld: 650) as members of the Board until their terms
expire at the 2003 Annual Meeting. The total number of shares represented in
person or by proxy at the March 22, 2000 meeting was 458,540 of the 738,658
shares eligible to vote in the election of directors. No other matters were
submitted for a vote during the three months ended March 31, 2000.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
The following documents are incorporated by reference and made a part
of this report.
Exhibit
Number Exhibit
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3.1 Articles of Incorporation (incorporated herein by reference to
exhibit 3.1 to the Company's Registration Statement on Form SB-
2, as amended, Registration No. 333-71571)
3.2 Bylaws (incorporated herein by reference to exhibit 3.2 to the
Company's Registration Statement on Form SB-2, as amended,
Registration No. 333-71571)
4.1 Instruments Defining the Rights of Security Holders. See Articles
of Incorporation at Exhibit 3.1 hereto and Bylaws at Exhibit 3.2
hereto
10.1 Purchase and Sale Agreement (main office property), dated
December 11, 1998 (incorporated herein by reference to exhibit
10.1 to the Company's Registration Statement on Form SB-2, as
amended, Registration No. 333-71571)
10.2* Employment Agreement, dated as of January 1, 1999, among
Cherokee Bank, N.A., Cherokee Banking Company and Dennis W.
Burnette (incorporated herein by reference to exhibit 10.3 to
the Company's Registration Statement on Form SB-2, as amended,
Registration No. 333-71571)
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10.3 Form of Cherokee Banking Company Organizers' Warrant Agreement
(incorporated herein by reference to exhibit 10.5 to the
Company's Registration Statement on Form SB-2, as amended,
Registration No. 333-71571)
10.4 Escrow Agreement, dated as of April 1, 1999, among Cherokee
Banking Company and The Bankers Bank (incorporated herein by
reference to exhibit 10.6 to the Company's Registration
Statement on Form SB-2, as amended, Registration No. 333-71571)
10.5 Construction Agreement dated September 29, 1999 by and between
Cherokee Banking Company, Inc. and W. H. Bass, Inc. (incorporated
herein by reference to exhibit 10.5 to the Company's Form 10-KSB
filed on March 27, 2000)
27.1 Financial Data Schedule (for SEC purposes only)
___________________________________
* Compensatory plan or arrangement.
(b) Reports on Form 8-K
None
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CHEROKEE BANKING COMPANY
Date: May 12, 2000 By: /s/ Dennis W. Burnette
---------------------- ----------------------------------
Dennis W. Burnette
President, Chief Executive Officer and
Director
Date: May 12, 2000 By: /s/ A.R. Roberts, III
----------------------- ----------------------------------
A.R. Roberts, III
Chief Financial Officer, Chief
Operations
Officer and Director
-11-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-01-2000
<PERIOD-START> JAN-01-2000
<CASH> 884
<INT-BEARING-DEPOSITS> 300
<FED-FUNDS-SOLD> 4,960
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 8,702
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 7,906
<ALLOWANCE> 99
<TOTAL-ASSETS> 25,450
<DEPOSITS> 18,751
<SHORT-TERM> 0
<LIABILITIES-OTHER> 195
<LONG-TERM> 0
0
0
<COMMON> 7,331
<OTHER-SE> (826)
<TOTAL-LIABILITIES-AND-EQUITY> 25,450
<INTEREST-LOAN> 155
<INTEREST-INVEST> 131
<INTEREST-OTHER> 71
<INTEREST-TOTAL> 357
<INTEREST-DEPOSIT> 182
<INTEREST-EXPENSE> 182
<INTEREST-INCOME-NET> 175
<LOAN-LOSSES> 30
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 325
<INCOME-PRETAX> (172)
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-BASIC> 0
<EPS-DILUTED> (0.23)
<YIELD-ACTUAL> 3.60
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 69
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 99
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
