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FORM 10-QSB
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SECURITIES AND EXCHANGE COMMISSION
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Washington, DC 20549
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QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
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OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended September 30, 1999
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Commission File Number: 0-25290
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Twin City Bancorp, Inc.
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(Exact name of small business issuer as specified in its
charter)
Tennessee 62-1582947
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(State of incorporation) (I.R.S. Employer
Identification No.)
310 State Street, Bristol Tennessee 37620
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(Address of principal executive offices) (Zip Code)
Issuer=s telephone number, including area code:
(423) 989-4400
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Check whether the issuer:(1) has 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 requirements for the past ninety days:
Yes X No
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As of September 30, 1999, there were 1,133,653 shares of the
issuer=s Common Stock, par value $1.00 per share, issued and
outstanding.
Transitional small business disclosure format (check one):
Yes No X
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TWIN CITY BANCORP, INC. AND SUBSIDIARIES
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Bristol, Tennessee
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INDEX
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets - (Unaudited) as of
December 31, 1998 and September 30, 1999
Consolidated Statements of Comprehensive Income -
(Unaudited) for the nine and three-month periods ended
September 30, 1998 and 1999
Consolidated Statements of Cash Flows - (Unaudited)
for the nine-month periods ended September 30, 1998
and 1999
Notes to (Unaudited) Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
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TWIN CITY BANCORP, INC.
AND SUBSIDIARIES
Consolidated Balance Sheets
(unaudited)
(in thousands, except per share data)
<TABLE>
<CAPTION>
December 31, September 30,
1998 1999
------------ ------------
<S> <C> <C>
Assets
------
Cash and due from banks $ 2,260 $ 3,664
Interest-earning deposits 8,081 3,855
Investment securities (amortized cost -
$1,505 and $504) 1,512 504
Loans receivable, net 81,428 89,152
Loans held for sale 1,787 2,019
Mortgage-backed securities (amortized
cost - $12,395 and $17,198) 12,429 16,777
Premises and equipment, net 3,241 3,434
Real estate, net 237 85
Federal Home Loan Bank stock 773 815
Interest receivable 224 314
Other 1,273 1,599
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Total assets $113,245 $122,218
======== ========
</TABLE>
(continued on next page)
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<TABLE>
<CAPTION>
December 31, September 30,
1998 1999
------------ ------------
<S> <C> <C>
Liabilities and Stockholders' Equity
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Deposits $ 89,112 $ 93,954
Federal Home Loan Bank advances 8,500 12,000
Advance payments by borrowers for
taxes and insurance 243 1,354
Accrued expenses and other liabilities 330 480
Income taxes payable:
Current 97 69
Deferred 811 726
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Total liabilities 99,093 108,583
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Stockholders' Equity
Common stock ($1 par value, 8,000,000
shares authorized; 1,219,430 shares issued
at December 31, 1998 and September
30, 1999) 1,220 1,220
Paid-in capital 6,917 6,976
Retained earnings, substantially restricted 6,824 7,341
Treasury stock, 17,739 and 85,877 shares,
at cost (238) (1,190)
Unearned compensation:
Employee stock ownership plan (431) (377)
Management recognition plan (165) (74)
Accumulated other comprehensive income (loss) 25 (261)
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Total stockholders' equity 14,152 13,635
-------- --------
Total liabilities and stockholders' equity $113,245 $122,218
======== ========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
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TWIN CITY BANCORP, INC.
AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
(unaudited)
(in thousands, except per share data)
<TABLE>
<CAPTION>
Nine Months Ended Three Months Ended
September 30 September 30
----------------- ------------------
1998 1999 1998 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Interest income:
Loan $5,363 $5,401 $1,830 $1,854
Mortgage-backed securities 742 723 221 241
Investment securities 138 80 34 23
Interest-earning deposits 183 128 66 29
------ ------ ------ ------
Total interest income 6,426 6,332 2,151 2,147
------ ------ ------ ------
Interest expense:
Deposits 3,110 2,795 1,016 960
Federal Home Loan
Bank advances 118 327 61 118
------ ------ ------ ------
Total interest expense 3,228 3,122 1,077 1,078
------ ------ ------ ------
Net interest income 3,198 3,210 1,074 1,069
Provision for loan losses 185 80 95 -
------ ------ ------ ------
Net interest income after
provision for loan losses 3,013 3,130 979 1,069
------ ------ ------ ------
Non-interest income:
Loan fees and service charges 170 201 62 69
Insurance commission and fees 68 63 24 26
Gain on sale of securities 13 - - -
Gain on sale of loans 227 353 96 85
Other 230 29 210 9
------ ------ ------ ------
Total non-interest income 708 646 392 189
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Non-interest expense:
Compensation and employee
benefits 1,286 1,315 402 435
Net occupancy expense 255 281 92 96
Deposit insurance premiums 43 40 14 13
Data processing 201 238 65 83
Other 381 404 142 133
------ ------ ------ ------
Total non-interest expense 2,166 2,278 715 760
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(continued on next page)
</TABLE>
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TWIN CITY BANCORP, INC.
AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income (continued)
(unaudited)
(in thousands, except per share data)
<TABLE>
<CAPTION>
Nine Months Ended Three Months Ended
September 30 September 30
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1998 1999 1998 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Income before income taxes $1,555 $1,498 $656 $498
Income tax expense 619 594 262 196
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Net income 936 904 394 302
Other comprehensive income:
Net unrealized gains (losses) on
securities available for sale, net
of tax benefit of $1 and $175,
respectively, for the nine months
ended September 30, 1998 and
1999, and $(35) and $62 for the
three months ended September
30, 1998 and 1999 (1) (286) 65 (103)
------ ------ ---- ----
Comprehensive income $ 935 $ 618 $459 $199
====== ====== ==== ====
Basic net income per share $ .80 $ .81 $.34 $.27
Diluted net income per share $ .77 $ .78 $.33 $.26
Dividends paid per share $ .30 $ .35 $.10 $.10
====== ====== ==== ====
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
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TWIN CITY BANCORP, INC.
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(unaudited)
(in thousands)
<TABLE>
<CAPTION>
Nine Months Ended September 30,
------------------------------
1998 1999
---- ----
<S> <C> <C>
Net cash provided (used) by operating activities $ 1,358 $ 1,535
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Cash flows from investing activities:
Maturities of investment securities 2,495 1,000
Proceeds from sale of mortgage-backed securities 1,788 -
Principal payments on mortgage-backed securities 3,395 3,669
Purchase of mortgage-backed securities
classified as available for sale (4,091) (4,221)
Net decrease (increase) in loans originated (8,952) (8,952)
Purchase of loans (1,372) (3,710)
Premiums invested in life insurance - (5)
Proceeds from sale of real estate (371) 121
Purchase of premises and equipment (358) (374)
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Net cash provided (used) by investing activities (2,256) (12,472)
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Cash flows from financing activities:
Net increase (decrease) in deposits (3,357) 4,842
Increase in advance payments by borrowers
for taxes and insurance 1,144 1,111
Proceeds from FHLB advance 4,500 3,500
Dividends paid (378) (386)
Acquisition of treasury stock (687) (952)
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Net cash provided (used) by financing activities 1,222 8,115
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Net increase (decrease) in cash 324 (2,822)
Cash at beginning of period 6,600 10,341
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Cash at end of period $ 6,924 $ 7,519
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Supplemental disclosures:
Noncash investing and financing activities:
Loans sold in exchange for mortgage-backed
securities $ - $ 4,266
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Foreclosed real estate $ 148 $ -
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Cash paid during the period for:
Interest $ 3,225 $ 3,138
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Income taxes $ 398 $ 533
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</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
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TWIN CITY BANCORP, INC.
AND SUBSIDIARIES
NOTES TO (UNAUDITED) CONSOLIDATED
FINANCIAL STATEMENTS
Note 1 - Basis of Presentation and Principles of Consolidation
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The accompanying unaudited consolidated financial statements
have been prepared in accordance with generally accepted
accounting principles for interim financial information and in
accordance with the instructions to Form 10-QSB. Accordingly,
they do not include all of the disclosures required by generally
accepted accounting principles for complete financial
statements. These consolidated financial statements include the
accounts of Twin City Bancorp, Inc. (the "Company") and its
subsidiary, Twin City Federal Savings Bank (the "Bank"), and the
Bank's wholly owned subsidiaries, TCF Investors, Inc. and
Magnolia Investment, Inc., and in consolidation all significant
intercompany items are eliminated. In the opinion of management,
all adjustments necessary for a fair presentation of the results
of operations for the interim periods presented have been made.
Such adjustments were of a normal recurring nature. The
results of operations for the 1999 interim periods are not
necessarily indicative of the results that may be expected for
the entire fiscal year.
Note 2 - Cash Flow Information
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As presented in the consolidated statements of cash flows, cash
and cash equivalents include cash on hand, interest-earning
deposits in other banks, and federal funds sold. The Company
considers all highly liquid instruments with original maturities
of three months or less to be cash equivalents.
Note 3 - Retained Earnings, Substantially Restricted
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Retained earnings represent the accumulated net income of the
Company since its origination date. In connection with the
insurance of savings accounts for the Bank, the Federal Deposit
Insurance Corporation ("FDIC") requires that certain minimum
amounts be restricted to absorb certain losses as specified in
the insurance of account regulations. Because restricted
retained earnings is not related to amounts of losses actually
anticipated, the appropriations thereto have not been charged to
income in the accompanying consolidated financial statements.
Furthermore, the use of retained earnings by the Bank is
restricted by certain requirements of the Internal Revenue Code.
There are further restrictions on retained earnings directed by
the Office of Thrift Supervision where by the Bank is subject to
maintain a minimum amount of regulatory capital as well as a
liquidation account for the benefit of eligible account holders
who continue to maintain their accounts at the Bank after the
conversion.
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TWIN CITY BANCORP, INC.
AND SUBSIDIARIES
NOTES TO (UNAUDITED) CONSOLIDATED
FINANCIAL STATEMENTS (continued)
Note 4 - Stock Option Plan
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In 1995, the Company adopted a stock option plan for the benefit
of directors, officers, and other key employees of the Company.
The number of shares of common stock reserved for issuance under
the stock option plan was equal to 10% of the total number of
common shares issued pursuant to the Company's offering. The
plan provides for incentive options for officers and employees
and non-incentive options for directors. The plan is
administered by a committee of at least three directors of the
Company. The option exercise price cannot be less than the fair
value of the underlying common stock as of the date of the
option grant, and the maximum option term cannot exceed nine
years. The number of shares of common stock authorized under the
stock option and incentive plan was 134,760. As of September 30,
1999, 33,690 non-incentive stock options have been granted to
directors and are exercisable on a cumulative basis in equal
installments over a five-year period. The incentive stock
options awarded to officers and other key employees totaled
97,782 at September 30, 1999 with 94,332 exercisable on a
cumulative basis in equal installments over a five year period,
and 3,450 exercisable upon the date of option grant. As of
September 30, 1999, 131,472 options have been granted, of which
900 have been exercised. Options totaling 128,022 were granted
with an exercise price of $9.33 per share, 2,250 were granted
with an exercise price of $11.25 per share, 900 were granted
with an exercise price of $11.67 per share and the remaining 300
at $14 per share. As of September 30, 1999, 104,968 options are
exercisable.
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Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
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GENERAL
The following discussion and analysis is intended to assist in
understanding the financial condition and the results of
operations of the Company. References to the "Company" include
Twin City Bancorp, Inc. and/or Twin City Federal Savings Bank
and its subsidiaries, as appropriate.
FORWARD-LOOKING STATEMENTS
When used in this discussion and elsewhere in this
Quarterly Report on Form 10-QSB, the words or phrases "will
likely result," "are expected to," "will continue," "is
anticipated," "estimate," "project" or similar expressions are
intended to identify "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995.
The Company cautions readers not to place undue reliance on any
such forward-looking statements, which speak only as of the date
made, and advises readers that various factors, including
regional and national economic conditions, substantial changes
in levels of market interest rates, credit and other risks of
lending and investment activities and competitive and regulatory
factors could affect the Company's financial performance and
could cause the Company's actual results for future periods to
differ materially from those anticipated or projected. The
Company does not undertake and specifically disclaims any
obligation to update any forward-looking statements to reflect
occurrence of anticipated or unanticipated events or
circumstances after the date of such statements.
COMPARISON OF FINANCIAL CONDITION AT SEPTEMBER 30, 1999 AND
DECEMBER 31, 1998
The Company's total consolidated assets increased $9.0 million,
or 7.9% to $122.2 million at September 30, 1999 from $113.2
million at December 31, 1998. Net loans receivable increased
$7.7 million or 9.5% from $81.4 million at December 31, 1998 to
$89.1 million at September 30, 1999. The Company originated or
purchased 314 mortgage loans during the nine months ended
September 30, 1999, as compared to 369 originations during the
nine months ended September 30, 1998. The decrease in
originations in 1999 from 1998 was due to a decline in the
volume of refinancings coupled with a leveling housing market.
The Company has sold a majority of its fixed-rate originations
during the first nine months of 1999 to the Federal Home Loan
Mortgage Corporation, servicing retained without recourse. Total
real estate loans amounted to $63.7 million at September 30,
1999 as compared to $60.5 million at December 31, 1998.
Consumer/commercial lending increased by $1.1 million or 3.9%,
from $28.2 million at December 31, 1998 to $29.3 million at
September 30, 1999. The Company's portfolio of mortgage-backed
securities increased $4.3 million or 35.0% from $12.4 million at
December 31, 1998 to $16.8 million at September 30, 1999. A part
of this increase of mortgage-backed securities was $4.3 million
of loans that were swapped for mortgage-backed securities. Cash
and due from banks and interest-earning deposits decreased $2.8
million from $10.3 million at December 31, 1998 to $7.5 million
at September 30, 1999. The Company's portfolio of investment
securities decreased $1.0 million from $1.5 million at December
31, 1998 to $500,000 at September 30, 1999 due to maturity of
securities. The proceeds from these maturing investment
securities have been invested into loans receivable and
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mortgaged-backed securities that currently produce a greater
yield.
Deposits increased $4.8 million, or 5.4% from $89.1 million at
December 31, 1998 to $93.9 million at September 30, 1999 through
the Company's marketing efforts and ability to attract new
deposits. The Company also increased its borrowings from the
Federal Home Loan Bank by $3.5 million from December 31, 1998 to
provide additional liquidity.
Stockholders' equity has decreased $517,000 or 3.6% from
December 31, 1998 to September 30, 1999. The Company posted
comprehensive income of $618,000 for the nine months ended
September 30, 1999 while paying dividends of $0.35 per share of
common stock, or $386,000. During the nine months ended
September 30, 1999, the Company recognized compensation earned
in the amount of $205,000 from the Employee Stock Ownership Plan
and the Management Recognition Plan. In addition, the Company
has continued to repurchase some of its outstanding shares of
common stock and for the nine months ending September 30, 1999,
had repurchased 68,138 shares (all of which were held in
treasury) at an average purchase price of $13.97 per share or
approximately $952,000.
COMPARISON OF RESULTS OF OPERATIONS
Net income was $904,000 or $0.81 basic earnings per share for
the nine months ended September 30, 1999 compared to $936,000 or
$0.80 basic earnings per share for the nine months ended
September 30, 1998. For the three months ended September 30,
1999, net income was $302,000 or $0.27 basic earnings per share
compared to $394,000 or $0.34 basic earnings per share for the
three months ended September 30, 1998. Net income for the three
and nine-month periods ending September 30, 1998 included a
$200,000 gain recognized on the sale of land held for a
potential branch location, which the Company sold in August
1998. There were no similar gains recognized during
the three and nine-month periods of September 30, 1999.
Net interest income for the nine months ended September 30, 1999
increased $12,000 as compared to the nine months ended September
30, 1998, and for the three months ended September 30, 1999
decreased $5,000 compared to the three months ended September
30, 1998. The changes are directly attributable to net changes
in the volume of interest earning assets over interest bearing
liabilities and changes in the interest rate spread. The
interest rate spread decreased from 3.60% for the nine months
ended September 30, 1998 to 3.47% for the nine months ended
September 30, 1999 and decreased from 3.52% for the three months
ended September 30, 1998 to 3.39% for the three months ended
September 30, 1999. Net interest margin decreased from 4.07% for
the nine months ended September 30, 1998 to 3.88% for the nine
months ended September 30, 1999 and decreased from 4.04% for the
three months ended September 30, 1998 to 3.78% for the three
months ended September 30, 1999. The average yield on
interest-earning assets decreased 53 basis points from 8.18% for
the nine months ended September 30, 1998 to 7.65% for the nine
months ended September 30, 1999 and decreased 52 basis points
from 8.10% for the three months ended September 30, 1998 to
7.58% for the three months ended September 30, 1999. The average
balance of interest-earning assets was $106.2 million for the
nine months ended September 30, 1998 as compared to $110.3
million for the nine months ended September 30, 1999.
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The average cost on interest-bearing liabilities decreased from
4.58% for the nine months ended September 30, 1998 to 4.18% for
the nine months ended September 30, 1999 and decreased from
4.58% for the three months ended September 30, 1998 to 4.19% for
the three months ended September 30, 1999. The average balance
of interest-bearing liabilities was $94.1 million for the nine
months ended September 30, 1998 as compared to $99.5 million for
the nine months ended September 30, 1999. The additional Federal
Home Loan Bank borrowings outstanding during the nine months
ended September 30, 1999 increased interest expense by $209,000.
The provision for loan losses amounted to $185,000 and $80,000
for the nine months ended September 30, 1998 and 1999,
respectively, and $95,000 the three months ended September 30,
1998. There was no provision recorded for the three months ended
September 30, 1999. For the nine months ended September 30, 1999
net charge-offs declined to $46,000 compared to $138,000 for the
nine months ended September 30, 1998. At September 30, 1998 and
1999, the allowance for loan losses represented 115% and 107%,
respectively, of total loans past due more than ninety days. At
September 30, 1999, management reviewed the allowance for loan
losses in relation to the Company's performance with past
collections and chargeoffs, management's experience with the
loan portfolio, and observations of the general economic climate
and loan loss expectations. From this review and analysis, and
based on management's experience and judgment in managing the
loan portfolio, it was determined that the allowance for loan
losses of approximately $228,000 was adequate, and therefore, no
loan loss provision was recorded for the quarter ended September
30, 1999.
Non-interest income decreased $62,000 from $708,000 for the nine
months ended September 30, 1998 to $646,000 for the nine months
ended September 30, 1999 and decreased by $203,000 for the three
months ended September 30, 1999 as compared to the three months
ended September 30, 1998. These decreases were the result of the
Company recognizing a $200,000 gain on land disposition in
August 1998, which is included in other non-interest income. The
Company saw an increase in loan fees and service charge income
during both the nine and three month periods of 1999. For the
nine months ended September 30, 1999, loan fees and service
charges amounted to $201,000 as compared to $170,000 for the
nine months ended September 30, 1998, and amounted to $69,000
for the three months ended September 30, 1999 as compared to
$62,000 for the three months ended September 30, 1998. The
Company continues to sell its fixed rate loan product in the
secondary market. Gains on the sale of fixed-rate mortgage loans
to the FHLMC recognized for the nine months ended September 30,
1999 were $353,000 as compared to $227,000 for the nine months
ended September 30, 1998, and were $85,000 for the three months
ended September 30, 1999 as compared to $96,000 for the three
months ended September 30, 1998. The gains on sale of loans and
loan fees and service charges reflect loan activity during the
periods. Insurance commissions and fees were $63,000 for the
nine months ended September 30, 1999 as compared to $68,000 for
the nine months ended September 30, 1998 and was $26,000 for the
three months ended September 30, 1999 as compared to $24,000 for
the three months ended September 30, 1998.
Non-interest expense increased $112,000 for the nine months
ended September 30, 1998 compared to the nine months ended
September 30, 1999, and $45,000 from $715,000 for the three
months ended September 30, 1998 to $760,000 for the three months
ended September 30, 1999. Compensation and employee benefits
increased $29,000 from $1,286,000 for the nine months
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<PAGE>
ended September 30, 1998 to $1,315,000 for the nine months ended
September 30, 1999, and increased $33,000 from $402,000 for the
three months ended September 30, 1998 to $435,000 for the three
months ended September 30, 1999. These increases are the direct
result of normal salary and wage increases and the additional
cost of employee benefits. Deposit insurance premiums remained
constant from the three and nine-month periods ended September
30, 1999 and 1998. Data processing increased $37,000 from
$201,000 for the nine months ended September 30, 1998 to
$238,000 for the nine months ended September 30, 1999. Of the
nine-month increase in data processing, $18,000 occurred during
the three months ending September 30, 1999. Other expense
increased $23,000 from $381,000 for the nine months ended
September 30, 1998 to $404,000 for the nine months ended
September 30, 1999 and decreased $9,000 from $142,000 for the
three months ended September 30, 1998 to $133,000 for the three
months ended September 30, 1999. Management continues its
attempt to control its operating cost.
Other comprehensive income is composed of net unrealized gains
and losses on securities classified as available for sale in
accordance with SFAS No. 115. For the nine months ending
September 30, 1998 and 1999, the Company reported net unrealized
gain (losses) on securities, net of tax benefits, of $(1,000)
and $(286,000), respectively. These amounts were $65,000 and
$(103,000) for the three months ended September 30, 1998 and
1999, respectively. Even though the Company's mortgage-backed
securities are classified as available for sale, management
tends to hold these investments while principal paydowns are
received or until market conditions indicate that it is
advantageous for the sale of selected securities.
LIQUIDITY AND CAPITAL RESOURCES. The Company's primary sources
of funds are deposits, borrowings from the Federal Home Loan
Bank and proceeds from principal and interest payments on loans
and mortgage-backed securities. While maturities and scheduled
amortization of loans are a predictable source of funds, deposit
flows and mortgage prepayments are greatly influenced by general
interest rates, economic conditions and competition. The
Company's primary investing activity is loan originations. The
Company maintains liquidity levels adequate to fund loan
commitments, investment opportunities, deposit withdrawals and
other financial commitments. As of September 30, 1999, the
Company had purchased land for a new branch location but had not
begun construction. The anticipated cost of construction for the
new branch facility is expected to be approximately $500,000
with an estimated completion date of May 2000. The Company also
had unfunded loan commitments of approximately $1.9 million.
At September 30, 1999, management had no knowledge of any
trends, events or uncertainties that will have or are reasonably
likely to have material effects on the liquidity, capital
resources or operations of the Company. Further at September 30,
1999, management was not aware of any current recommendations by
the regulatory authorities that, if implemented, would have such
an effect. The Savings Bank exceeded all of its capital
requirements at September 30, 1999.
YEAR 2000 CONSIDERATIONS. A great deal of information has been
disseminated about the global computer crash that may occur in
the year 2000. Many computer programs than can only distinguish
the final two digits of the year entered (a common programming
practice in earlier years) are expected to read entries for the
year 2000 as the year 1900 and compute payment, interest or
delinquency based on the wrong date or are expected to be unable
to compute payment, interest
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or delinquency. Rapid and accurate data processing is essential
to the operations of the Company. Data processing is also
essential to most other financial institutions and other
companies.
In 1997, a committee was formed to prepare the Company for the
Year 2000 readiness. Since that time, the committee has reviewed
all date-sensitive equipment which included personal computers,
security, ATMs, other critical systems and the service bureau
that provides data processing to the Company. All of the
Company's hardware and software has been tested for Year 2000
compliance. The personal computers that were found to be
noncompliant were replaced with Y2K computers. The service
bureau expects to resolve any potential Y2K issues by the end of
July, thus allowing time to further monitor for Year 2000
compliance. All phases of application software testing with the
service bureau has been completed satisfactorily.
The Company projected a budget for Y2K expenses early in 1998 to
be approximately $310,000. It is anticipated that this
projection will be sufficient unless an unexpected need arises.
Through September 30, 1999, the Company has spent approximately
$240,000 on Y2K remediation efforts.
The contingency resumption plan is designed to be implemented
immediately should a disruption of service occur in the Year
2000. The management of the Bank believes the plan could be
implemented without any potential losses to the Bank.
RECENTLY ENACTED LEGISLATION
On November 12, 1999, President Clinton signed legislation which
could have a far-reaching impact on the financial services
industry. The Gramm-Leach-Bliley ("G-L-B") Act authorizes
affiliations between banking, securities and insurance firms and
authorizes bank holding companies and national banks to engage
in a variety of new financial activities. Among the new
activities that will be permitted to bank holding companies are
securities and insurance brokerage, securities underwriting,
insurance underwriting and merchant banking. The Federal
Reserve Board, in consultation with the Department of Treasury,
may approve additional financial activities. National bank
subsidiaries will be permitted to engage in similar financial
activities but only on an agency basis unless they are one of
the 50 largest banks in the country. National bank subsidiaries
will be prohibited from insurance underwriting, real estate
development and merchant banking. The G-L-B Act, however,
prohibits future acquisitions of existing unitary savings and
loan holding companies, like the Company, by firms that are
engaged in commercial activities and prohibits the formation of
new unitary holding companies.
The G-L-B Act imposes new requirements on financial institutions
with respect to customer privacy. The G-L-B Act generally
prohibits disclosure of customer information to non-affiliated
third parties unless the customer has been given the opportunity
to object and has not objected to such disclosure. Financial
institutions are further required to disclose their privacy
policies to customers annually. Financial institutions, however,
will be required to comply with state law if it is more
protective of customer privacy than the G-L-B Act. The G-L-B Act
directs the federal banking agencies, the National Credit Union
Administration, the Secretary of the Treasury, the Securities
and Exchange Commission and the Federal Trade Commission, after
consultation with
<PAGE>
<PAGE>
the National Association of Insurance Commissioners, to
promulgate implementing regulations within six months of
enactment. The privacy provisions will become effective six
months thereafter.
The G-L-B Act contains significant revisions to the Federal Home
Loan Bank System. The G-L-B Act imposes new capital
requirements on the Federal Home Loan Banks and authorizes them
to issue two classes of stock with differing dividend rates and
redemption requirements. The G-L-B Act deletes the current
requirement that the Federal Home Loan Banks annually contribute
$300 million to pay interest on certain government obligations
in favor of a 20% of net earnings formula. The G-L-B Act
expands the permissible uses of Federal Home Loan Bank advances
by community financial institutions (under $500 million in
assets) to include funding loans to small businesses, small
farms and small agri-businesses. The G-L-B Act makes membership
in the Federal Home Loan Bank System voluntary for federal
savings associations.
The G-L-B Act contains a variety of other provisions including a
prohibition against ATM surcharges unless the customer has first
been provided notice of the imposition and amount of the fee.
The G-L-B Act reduces the frequency of Community Reinvestment
Act examinations for smaller institutions and imposes certain
reporting requirements on depository institutions that make
payments to non-governmental entities in connection with the
Community Reinvestment Act. The G-L-B Act eliminates the SAIF
special reserve and authorizes a federal savings association
that converts to a national or state bank charter to continue to
use the term "federal" in its name and to retain any interstate
branches.
The Company is unable to predict the impact of the G-L-B Act on
its operations at this time. Although the G-L-B Act reduces the
range of companies with which the Company may affiliate, it may
facilitate affiliations with companies in the financial services
industry.
<PAGE>
<PAGE>
PART II. OTHER INFORMATION
-----------------
Item 1. Legal Proceedings
-----------------
From time to time, the Company and any subsidiaries may be a
party to various legal proceedings incident to its or their
business. At September 30, 1999, there were no legal proceedings
to which the Company or any subsidiary was a party, or to which
of any of their property was subject, which were expected by
management to result in a material loss.
Item 2. Changes in Securities and Use of Proceeds
-----------------------------------------
None
Item 3. Defaults Upon Senior Securities
-------------------------------
None
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
None
Item 5. Other Information
-----------------
None
<PAGE>
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
The following exhibits are filed as a part of this
report:
3.1 /1/ Charter of Twin City Bancorp, Inc.
3.2 /1/ Bylaws of Twin City Bancorp, Inc.
41 Form of Common Stock Certificate
10.1 /1/,/2/ Twin City Bancorp, Inc. Incentive
Compensation Plan, as amended
10.2 /1/ Twin City Bancorp, Inc. Deferred
Compensation Plan
10.3 /3/ Employment Agreements between Twin City
Bancorp, Inc. and Twin City Federal
Savings Bank and Thad R. Bowers
10.4 /3/ Severance Agreements between Twin City
Bancorp, Inc. and Twin City Federal
Savings Bank and Brenda N. Baer, Judith O.
Bowers, Robert C. Glover, Michael H.
Phipps, Joyce C. Rouse and John M.
Wolford
10.5 /1/ Twin City Federal Savings Bank
Supplemental Executive Retirement
Agreement
10.6 /3/ Twin City Bancorp, Inc. 1995 Stock Option
and Incentive Plan
10.7 /3/ Twin City Bancorp, Inc. Management
Recognition Plan Financial Data Schedule
27.1 Financial Data Schedule
The Company did not file a current report on Form 8-K during the
quarter covered by this report.
___________
/1/ Incorporated by reference to Company's Registration
Statement on Form S-1 No. 33-84196
/2/ Incorporated by reference to Company's Quarterly Report on
Form 10-QSB for the fiscal quarter ended September 30, 1995
/3/ Incorporated by reference to Company's Quarterly Report on
Form 10-QSB for the fiscal quarter ended March 31, 1995
<PAGE>
<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.
TWIN CITY BANCORP, INC.
By /s/ Thad R. Bowers
-----------------------
Thad R. Bowers
President and Chief Executive Officer
(Principal Executive, Financial and
Accounting Officer)
Date: November 12, 1999
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