<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: June 30, 1997
-------------
- --- 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
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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) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 August 5, 1997, 396,832 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>
June 30, December 31,
1997 1996
-------- --------
<S> <C> <C>
ASSETS
Cash and due from banks $1,471,290 $1,385,896
Interest-bearing deposits 198,299 255,152
Federal funds sold 3,830,000 8,280,000
Investment securities:
Held-to-maturity 4,809,435 3,622,528
Available-for-sale 1,228,845 5,102,326
Loans, less allowances for loan losses of
$235,528 and $213,969, respectively 27,166,985 23,168,235
Premises and equipment, net 954,498 997,013
Deferred income taxes 37,281 30,796
Other assets 446,068 392,804
----------- -----------
Total assets $40,142,701 $43,234,750
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Noninterest-bearing deposits $ 7,067,673 $12,970,694
Interest-bearing deposits 27,517,220 25,045,809
----------- -----------
Total deposits 34,584,893 38,016,503
Accrued interest expense 207,483 181,051
Accrued income taxes 0 325,895
Other liabilities 66,095 83,534
----------- -----------
Total liabilities 34,858,471 38,606,983
----------- -----------
Commitments and contingencies
Stockholders' equity:
Common stock, $1 par value; authorized 10,000,000
shares; 396,832 and 377,786 shares issued
and outstanding, respectively 396,832 377,786
Surplus 3,525,516 3,354,102
Retained earnings 1,345,188 897,163
Unrealized gain (loss) net - AFS investments 16,694 (1,284)
----------- -----------
Total stockholders' equity 5,284,230 4,627,767
----------- -----------
Total liabilities and stockholders' equity $40,142,701 $43,234,750
=========== ===========
</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 Six Months Ended
June 30, June 30,
---------------------- ---------------------------
1997 1996 1997 1996
-------- -------- ---------- ----------
<S> <C> <C> <C> <C>
Interest Income:
Loans, including fees $738,639 $591,530 $1,419,319 $1,117,917
Interest-bearing deposits 2,308 661 4,129 1,985
Federal funds sold 57,811 14,527 81,079 64,165
Investment securities:
Taxable 19,685 100,860 87,221 198,234
Nontaxable 58,633 30,285 112,018 56,761
Dividends 5,049 3,640 11,684 6,682
-------- -------- ---------- ----------
Total interest income 882,125 741,503 1,715,450 1,445,744
-------- -------- ---------- ----------
Interest expense:
Deposits 316,886 247,625 606,722 513,392
Federal funds purchased 0 48 118 48
-------- -------- ---------- ----------
Total interest expense 316,886 247,673 606,840 513,440
-------- -------- ---------- ----------
Net interest income 565,239 493,830 1,108,610 932,304
Provision for loan losses 36,000 18,000 72,000 27,000
-------- -------- ---------- ----------
Net interest income after
provision for loan losses 529,239 475,830 1,036,610 905,304
-------- -------- ---------- ----------
Other income:
Service charges on deposits 118,007 96,351 224,692 189,220
Other operating income 29,524 32,178 71,520 76,798
Securities gains (losses), net 2,965 (746) (27,332) 11,934
-------- -------- ---------- ----------
Total other income 150,496 127,783 268,880 277,952
-------- -------- ---------- ----------
Other expenses:
Salaries and employee benefits 148,593 143,902 299,640 291,359
Net occupancy and equipment expense 50,719 49,434 99,502 95,533
Other operating expense 155,298 118,301 285,348 235,413
-------- -------- ---------- ----------
Total other expense 354,610 311,637 684,490 622,305
-------- -------- ---------- ----------
Profit before income taxes 325,125 291,976 621,000 560,951
Income tax expense 90,127 90,425 172,975 173,609
-------- -------- ---------- ----------
Net Profit $234,998 $201,551 $ 448,025 $ 387,342
======== ======== ========== ==========
Earnings per common share $ 0.59 $ 0.53 $ 1.14 $ 1.03
======== ======== ========== ==========
Weighted average shares outstanding 396,832 377,786 393,169 377,786
======== ======== ========== ==========
Earnings per common share fully diluted $ 0.49 $ 0.43 $ 0.94 $ 0.83
======== ======== ========== ==========
Weighted average fully diluted shares outstanding 474,854 468,723 476,351 466,677
======== ======== ========== ==========
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
2
<PAGE> 4
WAYNE BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
-----------------------------
1997 1996
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net profit $ 448,025 $ 387,342
Adjustments to reconcile net profit to net cash provided by
operating activities:
Depreciation, amortization, and accretion, net 50,547 57,456
Provision for loan losses 72,000 27,000
(Gain) loss on sale of securities 27,332 (11,934)
Net decrease (increase) in available for sale securities (27,239) 92,338
Net decrease (increase) in deferred taxes (6,485) 21,405
Net decrease (increase) in other assets (53,264) (23,272)
Net increase (decrease) in accrued interest payable 26,432 (53,785)
Net increase (decrease) in accrued income taxes (325,895) 78,730
Net increase (decrease) in other liabilities (17,439) 1,143
Net increase (decrease) in unrealized gain (loss) AFS
investments 17,978 (60,944)
------------ -----------
Net cash provided (used) by operating activities 211,992 515,479
------------ -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of investment securities held-to-maturity (1,320,597) (393,502)
Purchase of investment securities available-for-sale (327,663) (2,533,537)
Proceeds from maturities of interest-bearing deposits 56,853 0
Proceeds from maturities of securities held-to-maturity 135,000 130,000
Proceeds from maturities of securities available-for-sale 1,000,000 1,000,000
Proceeds from sales of securities available-for-sale 3,200,776 1,179,964
Net (increase) decrease in loans (4,070,750) (5,301,505)
Purchase of fixed assets (9,067) (58,644)
------------ -----------
Net cash provided (used) by investing activities (1,335,448) (5,977,224)
------------ -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in deposits (3,431,610) (5,041,140)
Net increase (decrease) in federal funds purchased 0 310,000
Proceeds from issuance of common stock 190,460 0
------------ -----------
Net cash provided (used) by financing activities (3,241,150) (4,731,140)
------------ -----------
Net increase (decrease) in cash and cash equivalents (4,364,606) (10,192,885)
Cash and cash equivalents at beginning of period 9,665,896 11,918,713
------------ -----------
Cash and cash equivalents at end of period $ 5,301,290 $ 1,725,828
============ ============
SUPPLEMENTAL DISCLOSURES OF CASH PAID FOR:
Interest $ 580,408 $ 567,225
Income taxes $ 518,620 $ 42,081
</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 six months ended June 30, 1997, are not
necessarily indicative of the results that may be expected for the year ended
December 31, 1997. For further information, please refer to the consolidated
financial statements and footnotes thereto for the Company's fiscal year ended
December 31, 1996, included in the Company's Form 10-KSB for the year ended
December 31, 1996.
4
<PAGE> 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Wayne Bancorp, Inc. (the "Company") was organized under the Georgia
Business Corporation Code on September 5, 1989, to become a one-bank holding
company by acquiring all the capital stock of Wayne National Bank (the "Bank")
upon its formation. The Bank commenced business on September 26, 1990, and the
only activity of the Company since then has been the ownership and operation of
the Bank. The Bank is engaged in a general commercial and retail banking
business from its main office in Jesup, Georgia.
The following discussion of the financial condition and results of
operations of the Company should be read in conjunction with the Company's
unaudited financial statements and related notes and other statistical
information included elsewhere herein.
Results of Operations
The Company experienced a net profit during the quarter ended June 30,
1997, of $234,998, compared to $201,551 during the same period of 1996. This
brings net profit for the six months ended June 30, 1997, to $448,025, compared
to $387,342 for the six months ended June 30, 1996. The improvement in
earnings for the second quarter is attributed primarily to higher net interest
income which is up 18.8%. The improvement in net interest income can be
attributed to a 23.5% increase in earning assets to $37.5 million as of June
30, 1997, from $30.3 million as of June 30, 1996. The segment of earning
assets showing the most significant increase was loans which grew $5.6 million,
or 25.9%, during the twelve months ended June 30, 1997. Net interest margin
for the quarter ended June 30, 1997, was 6.4%, unchanged from the same quarter
of 1996.
Noninterest income for the quarter ended June 30, 1997, was $150,496,
up 17.8% from $127,783 for the same quarter of 1996. This increase is
attributed to improved service charges on deposits which were up 22.5% to
$118,007 for the quarter ended June 30, 1997, compared to $96,351 for the same
quarter of 1996.
Noninterest expense for the quarter ended June 30, 1997, was $354,610,
up 13.8% from $311,637 for the same period of 1996. Salaries and benefits were
up $4,691, or 3.3%, primarily as a result of salary increases. Other operating
expenses were up $36,997, or 31.3%, primarily due to a $13,017 increase in
professional fees, and a $5,335 increase in advertising.
Loan losses, net of recoveries, during the quarter ended June 30,
1997, were $7,727, compared to $6,975 for the same period of 1996. Loan
losses, net of recoveries, amounted to $50,441 for the six months ended June
30, 1997, compared to $10,181 for the six months ended June 30, 1996. Loan
losses slowed somewhat during the second quarter of 1997 as a result of a slow
down in consumer bankruptcies. The Bank added $36,000 in excess of recoveries
to the loan loss reserve during the second quarter of 1997, compared to $18,000
during the second quarter of 1996. As a result of the monthly loan loss
provisions, $72,000 was added to the loan loss reserve, in excess of
recoveries, during the six months ended June 30, 1997, bringing the reserve to
.86% of loans at June 30, 1997, compared to .98% of loans at June 30, 1996.
Based on its review, management believes the allowance for loan losses is
adequate as of June 30, 1997. 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.
5
<PAGE> 7
Return on average assets and average equity, on an annualized basis,
for the quarter ended June 30, 1997, were 2.41% and 18.25%, respectively,
compared to 2.43% and 19.87%, respectively, for the same quarter of 1996.
Return on average assets and average equity, on an annualized basis, for the
six months ended June 30, 1997, were 2.35% and 18.23%, respectively, compared
to 2.37% and 19.93%, respectively, for the same period of 1996. Earnings per
share on a fully diluted basis for the six and three months periods ended June
30, 1997, amounted to $.94 and $.49, respectively, compared to $.83 and $.43,
respectively, for the same periods of 1996.
The Company's assets ended the second quarter of 1997 at $40,142,701,
down 7.2% from $43,234,750 at December 31, 1996. This decrease can be
attributed to the reduction in seasonal local government tax deposits of
approximately $5.4 million at December 31, 1996, which deposits were
subsequently withdrawn by mid-January 1997, offset by increases in loans.
Total deposits ended the second quarter of 1997 at $34,584,893, down 9.0% from
$38,016,503 at December 31, 1996. At June 30, 1997, the Company's loan to
deposit ratio was 78.6%, compared to 60.9% at December 31, 1996.
Management expects earnings during the second half of 1997 to be
comparable to that experienced during the first six months, 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 $3.4 million reduction in deposits during the first half of 1997
is primarily reflected in federal funds sold which is down $4.4 million. The
reduction in federal funds sold is primarily attributed to the seasonal local
government tax deposits of approximately $5.4 million at December 31, 1996,
which deposits were withdrawn by mid-January 1997. During the first half of
1997, management expanded the held-to-maturity portion of the investment
portfolio by approximately $1.2 million through the purchase of tax exempt
municipal bonds. The available-for-sale portion of the portfolio declined by
approximately $3.9 million during the first six months of 1997 from the sale of
U.S. Treasury securities, and maturities which were not reinvested in
securities. During the first half of 1997, loans increased by approximately
$4.0 million, an amount slightly ahead of projections. The Company's liquid
assets at June 30, 1997, represented 16.8% of total assets, compared to 34.7%
at December 31, 1996.
During the first quarter of 1997, two former directors of the Company
exercised warrants for the Company's common stock, par value $1.00 per share
(the "Common Stock"), resulting in the issuance of 19,046 shares of the Common
Stock. The exercise price was $10.00 per share, resulting in an injection of
$190,460 into the Company's capital during the first quarter of 1997. At June
30, 1997, the Company's risk based capital ratio was 18.6% and its leverage
ratio was 13.7%, compared to 19.6% and 12.3%, respectively, at December 31,
1996. 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 believes 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.
6
<PAGE> 8
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.
On February 5, 1997, two former directors of the Company exercised
warrants for the Common Stock, resulting in the issuance of 19,046 shares of
the Common Stock. The warrants had an exercise price of $10 per share and thus
the Company received $190,460. The Common Stock issued pursuant to the
exercise of the warrants represent unregistered securities, which issuance was
considered to be exempt from registration under the Securities Act of 1933
pursuant to Section 4(2) as a transaction by an issuer not involving any public
offering.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Company held its Annual Meeting of Shareholders on April 8, 1997,
at which meeting all five of management's nominees for the Board of Directors
were reelected to serve as Class II Directors for three year terms. The
individuals reelected were: Patricia B. Armstrong, receiving 266,470 votes for
and 24 votes against or withheld, with no votes abstaining; Leonard D. Brannen,
receiving 266,363 votes for and 131 votes against or withheld, with no votes
abstaining; James L. Lott, receiving 266,473 votes for and 21 votes against or
withheld, with no votes abstaining; Ferrell L. O'Quinn, receiving 265,161
votes for and 1,333 votes against or withheld, with no votes abstaining; and
Bernon W. Sapp, receiving 266,474 votes for and 20 votes against or withheld,
with no votes abstaining. Class I and Class III Directors continuing in office
are: C. Revis Clary, J. Ashley Dukes, Tommie C. Fuller, Sr., Douglas R. Harper,
J. Lex Kenerly, III, M.D., Jerry D. McDaniel, and W. Donald Whitaker.
ITEM 5. OTHER INFORMATION.
None.
7
<PAGE> 9
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
<TABLE>
<S> <C>
(a) Exhibits.
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 June 30, 1997.
</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: August 7, 1997 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> <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> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 1,471,290
<INT-BEARING-DEPOSITS> 198,299
<FED-FUNDS-SOLD> 3,830,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 1,228,845
<INVESTMENTS-CARRYING> 4,809,435
<INVESTMENTS-MARKET> 4,909,189
<LOANS> 27,402,513
<ALLOWANCE> 235,528
<TOTAL-ASSETS> 40,142,701
<DEPOSITS> 34,584,893
<SHORT-TERM> 0
<LIABILITIES-OTHER> 273,578
<LONG-TERM> 0
0
0
<COMMON> 396,832
<OTHER-SE> 4,887,398
<TOTAL-LIABILITIES-AND-EQUITY> 40,142,701
<INTEREST-LOAN> 1,419,319
<INTEREST-INVEST> 210,923
<INTEREST-OTHER> 85,208
<INTEREST-TOTAL> 1,715,450
<INTEREST-DEPOSIT> 606,722
<INTEREST-EXPENSE> 606,840
<INTEREST-INCOME-NET> 1,108,610
<LOAN-LOSSES> 72,000
<SECURITIES-GAINS> (27,332)
<EXPENSE-OTHER> 684,490
<INCOME-PRETAX> 621,000
<INCOME-PRE-EXTRAORDINARY> 621,000
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 448,025
<EPS-PRIMARY> 1.14
<EPS-DILUTED> .98
<YIELD-ACTUAL> 6.30
<LOANS-NON> 0
<LOANS-PAST> 1,465
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 441,279
<ALLOWANCE-OPEN> 213,969
<CHARGE-OFFS> 67,101
<RECOVERIES> 16,660
<ALLOWANCE-CLOSE> 235,528
<ALLOWANCE-DOMESTIC> 235,528
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
