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Previous: AT&T CAPITAL CORP /DE/, 8-K, 2000-08-07 |
Next: MOUNTAIN BANK HOLDING CO, 10QSB, EX-3.1, 2000-08-07 |
U.S. 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 June 30, 2000
| / / | Transition Report Under Section 13 or 15(d) of the Exchange Act |
For the transition period from to
Commission File Number: 0-28394
MOUNTAIN BANK HOLDING COMPANY
(Exact Name of Small Business Issuer as Specified in Its Charter)
| WASHINGTON (State or Other Jurisdiction of Incorporation or Organization) |
91-1602736 (I.R.S. Employer Identification Number) |
501 Roosevelt Avenue
Enumclaw, Washington 98022
(Address of Principal Executive Offices)
(360) 825-0100
(Issuer's Telephone Number, Including Area Code)
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: 1,855,758 (June 30, 2000)
Transitional Small Business Disclosure Format: Yes /x/ No / /
Item 1. Financial Statements
The following Consolidated Financial Statements are presented for the Registrant, Mountain Bank Holding Company, and its wholly owned subsidiary, Mt. Rainier National Bank.
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Page |
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|---|---|---|
| Consolidated Balance Sheets as of June 30, 2000, and December 31, 1999 |
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1 |
| Consolidated Statements of Income for the six months and the three months ended June 30, 2000 and 1999 |
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2 |
| Consolidated Statements of Shareholders' Equity for the six months ended June 30, 2000 and 1999 |
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3 |
| Consolidated Statements of Cash Flows for the six months ended June 30, 2000 and 1999 |
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4 |
| Notes to consolidated financial statements |
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5 |
| PART II—Other Information |
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| Item 6 Exhibits and Reports on Form 8-K |
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6 |
| Signatures |
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6 |
MOUNTAIN BANK HOLDING COMPANY AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS (Unaudited)
| |
June 30, 2000 |
December 31, 1999 |
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|---|---|---|---|---|---|---|---|---|---|
| |
(in thousands) |
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| Assets | |||||||||
| Cash and due from banks | $ | 3,248 | $ | 3,240 | |||||
| Federal funds sold and interest bearing deposits in banks | 8 | 3,563 | |||||||
| Securities available for sale | 23,969 | 27,043 | |||||||
| Loans held for sale | — | 294 | |||||||
| Loans | 62,372 | 54,051 | |||||||
| Less allowance for possible credit losses | (648 | ) | (607 | ) | |||||
| Loans, net | 61,724 | 53,444 | |||||||
| Premises and equipment | 3,508 | 3,345 | |||||||
| Accrued interest receivable and other assets | 839 | 812 | |||||||
| Total assets | $ | 93,296 | $ | 91,741 | |||||
| Liabilities |
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| Deposits: | |||||||||
| Non-interest bearing | $ | 14,728 | $ | 14,678 | |||||
| Savings and interest-bearing demand | 33,780 | 37,526 | |||||||
| Time | 32,179 | 29,042 | |||||||
| Total deposits | 80,687 | 81,246 | |||||||
| Long-term debt | 41 | 42 | |||||||
| Other borrowed money | 1,664 | — | |||||||
| Accrued interest payable and other liabilities | 290 | 291 | |||||||
| Total liabilities | 82,682 | 81,579 | |||||||
| Shareholders' Equity |
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| Common stock (2000-no par value; 1999—par value $1); authorized 10,000,000 shares; issued and outstanding: 2000—1,855,758 shares; 1999—924,013 shares |
928 | 924 | |||||||
| Paid-in capital | 6,811 | 6,785 | |||||||
| Retained earnings | 3,178 | 2,703 | |||||||
| Accumulated other comprehensive loss | (303 | ) | (250 | ) | |||||
| Total shareholders' equity | 10,614 | 10,162 | |||||||
| Total liabilities and shareholders' equity | $ | 93,296 | $ | 91,741 | |||||
1
MOUNTAIN BANK HOLDING COMPANY AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
| |
Three Months Ended June 30, |
Six Months Ended June 30, |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
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2000 |
1999 |
2000 |
1999 |
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(in thousands, except per share data) |
(in thousands, except per share data) |
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| Interest Income | |||||||||||||||
| Loans | $ | 1,460 | $ | 1,150 | $ | 2,833 | $ | 2,253 | |||||||
| Securities available for sale | 367 | 63 | 757 | 146 | |||||||||||
| Federal Funds sold and interest bearing deposits | 8 | 374 | 33 | 756 | |||||||||||
| Total interest income | 1,835 | 1,587 | 3,623 | 3,155 | |||||||||||
| Interest Expense | |||||||||||||||
| Deposits | 677 | 571 | 1,315 | 1,164 | |||||||||||
| Other borrowed money | 20 | — | 20 | — | |||||||||||
| Note payable | 1 | 1 | 2 | 2 | |||||||||||
| Total interest expense | 698 | 572 | 1,337 | 1,166 | |||||||||||
| Net interest income |
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1,137 |
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1,015 |
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2,286 |
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1,989 |
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| Provision for credit losses | (26 | ) | — | (40 | ) | — | |||||||||
| Net interest income after provision for credit losses | 1,111 | 1,015 | 2,246 | 1,989 | |||||||||||
| Noninterest income | |||||||||||||||
| Service charges on deposit accounts | 138 | 119 | 264 | 235 | |||||||||||
| Origination fees and gains on loans sold | 24 | 26 | 55 | 66 | |||||||||||
| Gain(losses) on sales of securities available for sale | — | — | (3 | ) | 1 | ||||||||||
| Other | 57 | 49 | 117 | 89 | |||||||||||
| Total noninterest income | 219 | 194 | 433 | 391 | |||||||||||
| Noninterest expense | |||||||||||||||
| Salaries and employee benefits | 509 | 492 | 1,073 | 1,030 | |||||||||||
| Occupancy and equipment | 141 | 153 | 285 | 290 | |||||||||||
| Other | 308 | 276 | 607 | 619 | |||||||||||
| Total noninterest expenses | 958 | 921 | 1,965 | 1,939 | |||||||||||
| Income before income taxes |
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372 |
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288 |
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714 |
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441 |
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| Income taxes | (126 | ) | (78 | ) | (239 | ) | (115 | ) | |||||||
| Net income | $ | 246 | $ | 210 | $ | 475 | $ | 326 | |||||||
| Per share data: | |||||||||||||||
| Basic earnings per share | $ | 0.13 | $ | 0.12 | $ | 0.26 | $ | 0.18 | |||||||
| Diluted earnings per share | $ | 0.13 | $ | 0.11 | $ | 0.24 | $ | 0.17 | |||||||
| Weighted average number of common shares outstanding, including dilutive stock options | 1,957,686 | 1,942,814 | 1,954,014 | 1,940,284 | |||||||||||
| Return on average assets | 1.06 | % | 0.97 | % | 1.03 | % | 0.76 | % | |||||||
2
MOUNTAIN BANK HOLDING COMPANY AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited)
| |
Common Stock |
Paid-in Capital |
Retained Earnings |
Accumulated Other Comprehensive Income/(Loss) |
Total |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance at December 31, 1998 | $ | 907 | $ | 6,694 | $ | 1,999 | $ | 91 | $ | 9,691 | |||||||||
| Sale of common stock under employee stock purchase plan |
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2 |
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17 |
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— |
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— |
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19 |
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| Sale of common stock |
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2 |
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10 |
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— |
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— |
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12 |
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| Comprehensive income: |
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| Net income | — | — | 326 | — | 326 | ||||||||||||||
| Other comprehensive loss, net of tax: | |||||||||||||||||||
| Unrealized loss on securities, net of reclassification adjustment | (91 | ) | (91 | ) | |||||||||||||||
| Comprehensive Income |
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235 |
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| Balance at June 30, 1999 |
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$ |
911 |
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$ |
6,721 |
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$ |
2,325 |
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$ |
— |
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$ |
9,957 |
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Common Stock |
Paid-in Capital |
Retained Earnings |
Accumulated Other Comprehensive Loss |
Total |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance at December 31, 1999 | $ | 924 | $ | 6,785 | $ | 2,703 | $ | (250 | ) | $ | 10,162 | ||||||||
| Sale of common stock under employee stock purchase plan |
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1 |
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14 |
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— |
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— |
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15 |
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| Sale of common stock |
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3 |
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12 |
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— |
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— |
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15 |
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| Comprehensive income: |
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| Net income | 475 | — | 475 | ||||||||||||||||
| Other comprehensive loss, net of tax: | |||||||||||||||||||
| Unrealized loss on securities, net of reclassification adjustment | (53 | ) | (53 | ) | |||||||||||||||
| Comprehensive Income |
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422 |
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| Balance at June 30, 2000 |
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$ |
928 |
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$ |
6,811 |
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$ |
3,178 |
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$ |
(303 |
) |
$ |
10,614 |
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3
MOUNTAIN BANK HOLDING COMPANY AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)
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Six Months Ended June 30, |
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|---|---|---|---|---|---|---|---|---|
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2000 |
1999 |
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(in thousands) |
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| Net income | $ | 475 | $ | 326 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Provision for credit losses | 40 | — | ||||||
| Depreciation | 172 | 185 | ||||||
| (Gain)losses on sales of securities available for sale | 3 | (1 | ) | |||||
| Amortization, net of accretion | 29 | 61 | ||||||
| Gain on loans sold | (55 | ) | (66 | ) | ||||
| Originations of loans held for sale | (2,295 | ) | (3,238 | ) | ||||
| Proceeds from sales of loans | 2,644 | 3,979 | ||||||
| Other | (1 | ) | (50 | ) | ||||
| Net cash provided by operating activities | 1,012 | 1,196 | ||||||
| Cash Flows from Investing Activities |
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| Net decrease in Federal funds sold and interest bearing deposits | 3,563 | 5,385 | ||||||
| Purchase of securities available for sale | (1,007 | ) | (9,609 | ) | ||||
| Proceeds from maturities and sales of securities available for sale | 3,969 | 7,935 | ||||||
| Increase in loans, net of principal collections | (8,320 | ) | (3,671 | ) | ||||
| Additions to premises and equipment | (335 | ) | (295 | ) | ||||
| Net cash used in investing activities | (2,130 | ) | (255 | ) | ||||
| Cash Flows from Financing |
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| Net decrease in deposits | (559 | ) | (514 | ) | ||||
| Increase in other borrowed money | 1,664 | |||||||
| Repayment of note payable | (1 | ) | ||||||
| Common stock sold | 30 | 31 | ||||||
| Net cash provided by (used in) financing activities | 1,134 | (483 | ) | |||||
| Net increase in cash |
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16 |
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458 |
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| Cash and due from banks |
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| Beginning of period | 3,240 | 3,369 | ||||||
| End of period | $ | 3,256 | $ | 3,827 | ||||
| Supplemental Disclosures of Cash Flow Information | ||||||||
| Interest paid | $ | 1,302 | $ | 1,183 | ||||
| Income taxes paid | $ | 270 | $ | 150 | ||||
| Supplemental Schedule of Non-Cash Investing and Financing Activities |
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| Fair value adjustment of securities available for sale, net of tax | (53 | ) | (91 | ) | ||||
4
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Note 1—Basis of Presentation
The unaudited consolidated financial statements include the accounts of Mountain Bank Holding Company (the Company) and its wholly owned subsidiary, Mt. Rainier National Bank (the Bank). The consolidated financial statements have been prepared in conformity with generally accepted accounting principles for interim financial information and with general practice within the banking industry. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Significant intercompany transactions and amounts have been eliminated. In the opinion of management, all adjustments (consisting only of recurring accruals) necessary for a fair presentation are reflected in the financial statements. Reference is hereby made to the notes to consolidated financial statements contained in the Company's Annual Report on Form 10-KSB for the year ended December 31, 1999. The results of operations for the six months ended June 30, 2000, are not necessarily indicative of the results which may be obtained for the full year ending December 31, 2000.
Note 2—Stock Split
On March 28, 2000, the Board of Directors announced a two-for-one stock split payable to shareholders of record as of April 10, 2000. In connection with the stock split, the par value of the Company's common stock was changed from $1.00 per share to no par value and the number of authorized shares was increased from 5,000,000 to 10,000,000. The number of shares outstanding at June 30, 2000, and the average share and per share information for the periods ended June 30, 2000 and 1999, have been adjusted to show the effect of this stock split.
Note 3—Earnings Per Common Share
Basic earnings per share are based on the average number of common shares outstanding, assuming no dilution. Diluted earnings per common share are computed assuming the exercise of stock options. All share amounts have been adjusted to show the effect of the two for one stock split discussed in Note 2.
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Net Income (Numerator) |
Shares (Denominator) |
Per Share Amount |
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|---|---|---|---|---|---|---|---|---|---|---|
| Six months ended June 30, 2000 | ||||||||||
| Basic earnings per share: | ||||||||||
| Net Income | $ | 475 | 1,851,699 | $ | 0.26 | |||||
| Effect of dilutive securities: | ||||||||||
| Options | — | 102,315 | (.02 | ) | ||||||
| Diluted earnings per share: | ||||||||||
| Net Income | $ | 475 | 1,954,014 | $ | 0.24 | |||||
| Six months ended June 30, 1999 |
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| Basic earnings per share: | ||||||||||
| Net Income | $ | 326 | 1,817,496 | $ | 0.18 | |||||
| Effect of dilutive securities: | ||||||||||
| Options | — | 122,788 | (.01 | ) | ||||||
| Diluted earnings per share: | ||||||||||
| Net Income | $ | 326 | 1,940,284 | $ | 0.17 | |||||
5
Item 6. Exhibits and Reports on Form 8-K
None
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.
| MOUNTAIN BANK HOLDING COMPANY (Registrant) |
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| Dated: August 8, 2000 |
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/s/ Roy T. Brooks, President and Chief Executive Officer |
| Dated: August 8, 2000 |
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/s/ Sheila Brumley, Chief Financial Officer |
6
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