<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
- --- SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 1996
--------------------
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: 33-31093-A
--------------
WAYNE BANCORP, INC.
-----------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Georgia 58-1858246
- ------------------------ ------------------------------------
(State of incorporation) (I.R.S. Employer Identification No.)
818 South First Street, Jesup, Georgia 31545
--------------------------------------------
(Address of principal executive offices)
(912) 427-2265
--------------
(Issuer's telephone number)
Not Applicable
-------------------------------------------------------
(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
--- ---
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date:
On November 7, 1996, 377,786 shares of the issuer's common stock, par
value $1.00 per share, were issued and outstanding.
Transitional Small Business Disclosure Format (check one):
Yes No X
--- ---
<PAGE> 2
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
WAYNE BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
---- ----
<S> <C> <C>
ASSETS
Cash and due from banks $ 1,473,887 $ 1,865,429
Interest-bearing deposits 156,276 113,284
Federal funds sold 2,160,000 9,940,000
Investment securities:
Held-to-maturity 2,435,955 2,171,226
Available-for-sale 5,316,627 5,810,537
Loans, less allowances for loan losses of
$203,054 and $196,669, respectively 22,512,399 16,279,664
Premises and equipment, net 1,019,087 1,005,692
Deferred income taxes 37,847 61,242
Other assets 381,158 403,694
----------- -----------
Total assets $35,493,236 $37,650,768
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Noninterest-bearing deposits $ 6,343,817 $10,271,578
Interest-bearing deposits 24,286,741 23,214,792
----------- -----------
Total deposits 30,630,558 33,486,370
Accrued interest expense 164,546 201,268
Accrued income taxes 243,280 74,523
Other liabilities 63,405 53,367
----------- -----------
Total liabilities 31,101,789 33,815,528
----------- -----------
Commitments and contingencies
Stockholders' equity:
Common stock, $1 par value; authorized 10,000,000
shares; 377,786 issued and outstanding 377,786 377,786
Surplus 3,354,102 3,354,102
Retained earnings 682,303 69,015
Unrealized gain (loss) net - AFS investments (22,744) 34,337
----------- -----------
Total stockholders' equity 4,391,447 3,835,240
----------- -----------
Total liabilities and stockholders' equity $35,493,236 $37,650,768
=========== ===========
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
1
<PAGE> 3
WAYNE BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------ -------------------------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Interest income:
Loans, including fees $654,862 $458,018 $1,772,779 $1,267,973
Interest-bearing deposits 150 3,232 2,135 12,394
Federal funds sold 9,448 32,924 73,613 103,676
Investment securities:
Taxable 82,859 109,005 281,093 338,996
Nontaxable 30,755 25,083 87,516 40,341
Dividends 3,614 2,619 10,296 6,394
-------- -------- ---------- ----------
Total interest income 781,688 630,881 2,227,432 1,769,774
-------- -------- ---------- ----------
Interest expense:
Deposits 263,692 266,313 777,084 747,844
Federal funds purchased 821 0 869 0
-------- -------- ---------- ----------
Total interest expense 264,513 266,313 777,953 747,844
-------- -------- ---------- ----------
Net interest income 517,175 364,568 1,449,479 1,021,930
Provision for loan losses 27,000 0 54,000 0
-------- -------- ---------- ----------
Net interest income after
provision for loan losses 490,175 364,568 1,395,479 1,021,930
-------- -------- ---------- ----------
Other income:
Service charges on deposits 100,244 92,817 289,464 259,713
Other operating income 38,333 36,727 115,131 102,990
Securities gains (losses) net 3,197 11,915 15,131 13,320
-------- -------- ---------- ----------
Total other income 141,774 141,459 419,726 376,023
-------- -------- ---------- ----------
Other expenses:
Salaries and employee benefits 149,815 125,308 441,174 383,037
Net occupancy and equipment expense 47,586 50,068 143,119 151,323
Other operating expenses 108,375 109,628 343,788 373,738
-------- -------- ---------- ----------
Total other expenses 305,776 285,004 928,081 908,098
-------- -------- ---------- ----------
Profit before income taxes 326,173 221,023 887,124 489,855
Income tax expense 100,227 67,633 273,836 154,330
-------- -------- ---------- ----------
Net Profit $225,946 $153,390 $613,288 $335,525
======== ======== ======== ========
Earnings per common share $ 0.60 $ 0.41 $ 1.62 $ 0.90
======== ======== ======== ========
Weighted average shares outstanding 377,786 377,786 377,786 373,634
======== ======== ======== ========
Earnings per common share fully diluted $ 0.47 $ 0.32 $ 1.27 $ 0.71
======== ======== ======== ========
Weighted average fully diluted shares outstanding 483,091 477,782 483,091 473,630
======== ======== ======== ========
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
2
<PAGE> 4
WAYNE BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
-----------------------------
1996 1995
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net profit $ 613,288 $ 335,525
Adjustments to reconcile net profit to net cash provided by
operating activities:
Depreciation, amortization, and accretion, net 84,960 103,313
Provision for loan losses 54,000 0
Gain on sale of securities (15,131) (13,320)
Net decrease (increase) in available for sale securities 86,485 (105,592)
Net decrease in deferred taxes 23,395 272,978
Net decrease (increase) in other assets 22,536 (181,559)
Net increase (decrease) in accrued interest payable (36,722) 58,404
Net increase in accrued income taxes 168,757 0
Net increase (decrease) in other liabilities 10,038 (28,862)
Net increase (decrease) in unrealized gain (loss) AFS
investments (57,080) 35,901
----------- -----------
Net cash provided by operating activities 954,526 476,788
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of investment securities held-to-maturity (393,502) (2,631,536)
Purchase of investment securities available-for-sale (2,626,654) (3,400,395)
Proceeds from maturities of interest-bearing time deposits 0 400,000
Proceeds from maturities of securities held-to-maturity 130,000 2,565,000
Proceeds from maturities of securities available-for-sale 1,750,000 0
Proceeds from sales of securities available-for-sale 1,289,522 3,097,688
Net increase in loans (6,286,735) (2,147,029)
Purchase of fixed assets (89,895) (17,722)
----------- -----------
Net cash used by investing activities (6,227,264) (2,133,994)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net decrease in deposits (2,855,812) (4,238,177)
Proceeds from issuance of common stock 0 62,299
----------- -----------
Net cash used by financing activities (2,855,812) (4,175,878)
----------- -----------
Net decrease in cash and cash equivalents (8,128,550) (5,833,084)
Cash and cash equivalents at beginning of period 11,918,713 8,925,843
----------- -----------
Cash and cash equivalents at end of period $ 3,790,163 $ 3,092,759
=========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH PAID FOR:
Interest $ 813,806 $ 689,440
Income taxes $ 52,281 $ 0
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
3
<PAGE> 5
WAYNE BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. Basis of Presentation
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-QSB and Item
310 (b) of Regulation S-B of the Securities and Exchange Commission.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
However, in the opinion of management, all adjustments (consisting of normal
recurring adjustments) considered necessary for a fair presentation have been
included. Operating results for the nine months ended September 30, 1996, are
not necessarily indicative of the results that may be expected for the year
ended December 31, 1996. For further information, please refer to the
consolidated financial statements and footnotes thereto for the Company's
fiscal year ended December 31, 1995, included in the Company's Form 10-KSB for
the year ended December 31, 1995.
4
<PAGE> 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Results of Operations
The Company experienced a net profit during the quarter ended
September 30, 1996, of $225,946, compared to $153,390 during the same period of
1995. This brings net profit for the nine months ended September 30, 1996, to
$613,288, compared to $335,525 for the nine months ended September 30, 1995.
The improvement in earnings for the third quarter is attributed to higher net
interest income which is up 41.9% from the third quarter of 1995. The
improvement in net interest income can be attributed to a 21.4% increase in
earning assets to $32.8 million on September 30, 1996, from $27.0 million on
September 30, 1995. The segment of earning assets showing the most significant
increase was loans which grew $7.0 million, or 44.9%, during the twelve months
ending September 30, 1996. The increase in loans contributed to raising the
Company's net interest margin to 6.5% for the quarter ended September 30, 1996,
compared to 5.3% for the same period of 1995.
Noninterest income for the quarter ended September 30, 1996, was
$141,774, up just slightly from $141,459 for the same quarter of 1995. For the
nine month period ended September 30, 1996, noninterest income increased
$43,703, or 11.6%, to $419,726, from $376,023 for the same period of 1995. The
increase was primarily the result of improved service charges on deposits which
were up 11.5% to $289,464 for the nine months ended September 30, 1996,
compared to $259,713 for the same period of 1995.
Noninterest expense for the quarter ended September 30, 1996, was
$305,776, an increase of $20,772, or 7.3%, from $285,004 for the same period of
1995. Salaries and benefits were up $24,507, or 19.6%, to $149,815 for the
quarter ended September 30, 1996, from $125,308 for the same period of 1995,
primarily as a result of salary increases and an increase in the number of Bank
employees. For the nine month period ended September 30, 1996, noninterest
expense increased $19,983, or 2.2%, to $928,081, from $908,098 for the same
period of 1995. This increase in noninterest expense is primarily the result of
an increase in salaries and benefits of $58,137, or 15.2%, to $441,174 for the
nine months ended September 30, 1996, from $383,037 for the same period of
1995, offset by a $29,950, or 8.0%, decrease in other operating expenses to
$343,788 for the nine months ended September 30, 1996, from $373,738 for the
same period of 1995. The increase in salaries and benefits is a result of
salary increases and an increase in the number of Bank employees. The decrease
in other operating expenses is primarily due to a decrease in the premium rate
paid by the Bank to the Federal Deposit Insurance Corporation (the "FDIC") for
deposit insurance. In mid-1995, the FDIC reduced the deposit insurance rates
for most banks to the statutory minimum assessment of $1,000 semiannually as a
result of the Bank Insurance Fund reaching its legally mandated reserve ratio.
The FDIC can raise the deposit insurance rates at any time. Any increase in
the deposit insurance rates for the Bank will increase the Bank's cost of
funds, and there can be no assurance that such cost could be passed on to the
Bank's customers.
Loan losses, net of recoveries, during the quarter ended September 30,
1996, were $37,435, compared to $4,933 for the same period one year ago. Loan
losses, net of recoveries, amounted to $47,615 for the nine months ended
September 30, 1996, compared to $142,547 for the nine months ended September
30, 1995. The majority of the loss in 1995 came from one loan, the loss on
which amounted to $133,368, which represented the unguaranteed portion of a
$784,000 loan, 83% guaranteed by the Small Business Administration. As a result
of the growth experienced in loans during the last half of 1995, management
decided to begin monthly loan loss provisions in January of this year after two
and one-half years of no provisions. The provision was $9,000 in the first
quarter of 1996, $18,000 in the second quarter of 1996, and $27,000 in the
third quarter of 1996 as loan growth continued at a rapid
5
<PAGE> 7
pace. As a result, $54,000 was added to the loan loss reserve, in excess of
recoveries, during the nine months ended September 30, 1996, bringing the
reserve to .89% of loans at September 30, 1996, compared to 1.19% of loans at
December 31, 1995. Based on its review, management believes the allowance for
loan losses is adequate as of September 30, 1996. However, there can be no
assurance that charge-offs in future periods will not exceed the allowance for
loan losses or that additional increases in the loan loss allowance will not be
required.
Return on average assets and average equity, on an annualized basis,
for the quarter ended September 30, 1996, were 2.63% and 20.96%, respectively,
compared to 2.06% and 16.90%, respectively, for the same quarter of 1995.
Return on average assets and average equity, on an annualized basis, for the
nine months ended September 30, 1996, were 2.45% and 19.86%, respectively,
compared to 1.55% and 13.19%, respectively, for the same period of 1995.
Earnings per share, on a fully diluted basis, for the nine and three month
periods ended September 30, 1996, amounted to $1.27 and $.47, respectively,
compared to $.71 and $.32, respectively, for the same periods of 1995.
The Company's assets ended the third quarter of 1996 at $35,493,236,
down 5.7% from $37,650,768 at December 31, 1995. This decrease can be
attributed to the reduction in seasonal local government tax deposits of
approximately $5.5 million at December 31, 1995, which deposits were
subsequently withdrawn by mid-January 1996, and additional decreases in federal
funds sold, offset by a $6.2 million increase in loans. Total deposits ended
the quarter at $30,630,558, down 8.5% from $33,486,370 at December 31, 1995,
which decrease is also related to the reduction in seasonal local government
tax deposits, offset by normal growth in the Bank's deposits. At September 30,
1996, the Company's loan to deposit ratio was 74.2%, compared to 49.2% at
December 31, 1995.
The Company has adopted Statement of Financial Accounting Standards
115 ("SFAS 115") issued by the Financial Accounting Standards Board which
provides for the classification of investment securities into the following
three categories: trading, available-for-sale and held-to-maturity. Securities
that an enterprise has the intent and ability to hold until maturity are
classified as held-to-maturity and reported at amortized cost. Trading
securities and available-for-sale securities are reported at market value with
unrealized gains and losses on trading securities reported in income and
unrealized gains and losses on available-for-sale securities reported as a net
amount in a separate component of shareholder's equity until realized. At
September 30, 1996, the Company held $5.3 million in securities classified
available-for-sale and $2.4 million in securities classified held-to-maturity
and reflected an unrealized loss after tax of $22,744 as a separate component
in shareholder's equity. There can be no assurance that as interest rates
change in the future the amount of unrealized loss will not increase, but if
these securities are held until they mature and are repaid in accordance with
their terms, these losses will not be realized.
Management expects earnings to level off during the final quarter of
1996 to be comparable to that experienced during the third quarter of 1996,
contingent upon no deterioration within the loan portfolio which would require
excessive provisions to the loan loss reserve. Although such expectations are
based on management's best judgment, actual results will depend upon a number
of factors that cannot be predicted with certainty and fulfillment of
management's expectations cannot be assured.
Liquidity and Sources of Capital
The $2.9 million reduction in deposits during the nine month period
ended September 30, 1996, is primarily reflected in federal funds sold which
decreased $7.8 million, offset by the $6.2 million increase in loans. The
reduction in federal funds sold is primarily attributed to the seasonal local
government tax deposits of approximately $5.5 million at December 31, 1995,
which deposits were
6
<PAGE> 8
withdrawn by mid-January 1996. The decrease experienced in federal funds sold
in excess of the reduction related to the withdrawal of the seasonal local
government tax deposits is primarily reflected in the increase in loans. During
the first nine months of 1996, management has expanded the held-to-maturity
portion of the investment portfolio by approximately $265,000 through the
purchase of municipal bonds. The available-for-sale portion of the portfolio
has declined approximately $494,000 through maturities which were not
reinvested in securities. During the first nine months of 1996, loans have
increased by approximately $6.2 million, an amount well ahead of projections.
The Company's liquid assets at September 30, 1996, represented 25.7% of total
assets, compared to 47.1% at December 31, 1995.
At September 30, 1996, the Company's risk based capital ratio was
20.1% and its leverage ratio was 13.0%, compared to 20.9% and 11.8%,
respectively, at December 31, 1995. Both the Company and the Bank are, at this
time, in compliance with the Federal Reserve Board's and the OCC's capital
requirements. Management expects asset growth to continue at a deliberate and
controllable pace during the coming months and capital should continue to be
adequate. However, no assurances can be given in this regard, as rapid growth,
deterioration in loan quality and poor earnings, or a combination of these
factors, could change the Company's capital position in a relatively short
period of time.
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
There are no material pending legal proceedings to which the Company
or the Bank is a party or of which any of their property is the subject.
ITEM 2. CHANGES IN SECURITIES.
Not applicable.
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 a vote of security holders during
the quarter ended September 30, 1996.
ITEM 5. OTHER INFORMATION.
None.
7
<PAGE> 9
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
<TABLE>
<CAPTION>
(a) Exhibits.
<S> <C>
3(a) Articles of Incorporation and Articles of Amendment of Company (incorporated by reference to
Exhibit 3(a) of Registration Statement on Form S-18, File No. 33-31093-A).
3(b) Bylaws of Company (incorporated by reference to Exhibit 3(b) of Registration Statement on Form
S-18, File No. 33-31093-A).
10(a) Form of Stock Warrant Agreement (incorporated by reference to Exhibit 10(c) of Registration
Statement on Form S-18, File No. 33-31093-A).
10(b) 1990 Stock Option Plan (incorporated by reference to Exhibit 10(d) of the Annual Report on Form
10-K filed by the Company for the fiscal year ended December 31, 1990).
10(c) Form of Employment Agreement for Executive Officers (incorporated by reference to Exhibit 10(f)
of the Annual Report on Form 10-KSB filed by the Company for the fiscal year ended December 31,
1992).
27(a) Financial Data Schedule (for SEC use only).
(b) Reports on Form 8-K.
There were no reports on Form 8-K filed by the Company during
the quarter ended September 30, 1996.
</TABLE>
8
<PAGE> 10
SIGNATURES
In accordance with 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.
WAYNE BANCORP, INC.
------------------------------------
(Registrant)
Date: November 8, 1996 By: /s/ Douglas R. Harper
--------------------- --------------------------------
Douglas R. Harper
President, Chief Executive
Officer & Principal
Financial Officer
9
<PAGE> 11
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Sequential
Number Description Page Number
- ------- ----------- -----------
<S> <C>
3(a) Articles of Incorporation and Articles of Amendment of Company (incorporated by
reference to Exhibit 3(a) of Registration Statement on Form S-18, File No. 33-31093-
A).
3(b) Bylaws of Company (incorporated by reference to Exhibit 3(b) of Registration Statement
on Form S-18, File No. 33-31093-A).
10(a) Form of Stock Warrant Agreement (incorporated by reference to Exhibit 10(c) of
Registration Statement on Form S-18, File No. 33-31093-A).
10(b) 1990 Stock Option Plan (incorporated by reference to Exhibit 10(d) of the Annual
Report on Form 10-K filed by the Company for the fiscal year ended December 31, 1990).
10(c) Form of Employment Agreement for Executive Officers (incorporated by reference to
Exhibit 10(f) of the Annual Report on Form 10-KSB filed by the Company for the fiscal
year ended December 31, 1992).
27(a) Financial Data Schedule (for SEC use only).
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 1,473,887
<INT-BEARING-DEPOSITS> 156,276
<FED-FUNDS-SOLD> 2,160,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 5,316,627
<INVESTMENTS-CARRYING> 2,435,955
<INVESTMENTS-MARKET> 2,456,768
<LOANS> 22,715,453
<ALLOWANCE> 203,054
<TOTAL-ASSETS> 35,493,236
<DEPOSITS> 30,630,558
<SHORT-TERM> 0
<LIABILITIES-OTHER> 471,231
<LONG-TERM> 0
0
0
<COMMON> 377,786
<OTHER-SE> 4,013,661
<TOTAL-LIABILITIES-AND-EQUITY> 35,493,236
<INTEREST-LOAN> 1,772,779
<INTEREST-INVEST> 381,040
<INTEREST-OTHER> 73,613
<INTEREST-TOTAL> 2,227,432
<INTEREST-DEPOSIT> 777,084
<INTEREST-EXPENSE> 777,953
<INTEREST-INCOME-NET> 1,449,479
<LOAN-LOSSES> 54,000
<SECURITIES-GAINS> 15,131
<EXPENSE-OTHER> 928,081
<INCOME-PRETAX> 887,124
<INCOME-PRE-EXTRAORDINARY> 887,124
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 613,288
<EPS-PRIMARY> 1.62
<EPS-DILUTED> 1.27
<YIELD-ACTUAL> 6.28
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 422,520
<ALLOWANCE-OPEN> 196,669
<CHARGE-OFFS> 56,465
<RECOVERIES> 8,850
<ALLOWANCE-CLOSE> 203,054
<ALLOWANCE-DOMESTIC> 119,246
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 83,808
</TABLE>
