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Previous: WALKER WINGSAIL AMERICA INC, 10QSB, 1997-11-14 |
Next: BASSWOOD PARTNERS L P ET AL, SC 13D/A, 1997-11-14 |
<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended SEPTEMBER 30, 1997
COMMISSION FILE NUMBER 33 ACT FILE NO.-33-90524
VALRICO BANCORP, INC.
(Exact name of registrant as specified in its Charter)
<TABLE>
<S> <C>
(FLORIDA) 65-0553757
--------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
</TABLE>
1815 EAST STATE ROAD 60, VALRICO, FLORIDA 33594
(Address of principal executive offices and zip code)
(813) 689-1231
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 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.
(1) Yes X (2) No
--- ---
AS OF SEPTEMBER 30, 1997, THERE WERE 296,845 SHARES OF COMMON STOCK OUTSTANDING.
<PAGE> 2
VALRICO BANCORP, INC.
INDEX
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION PAGE NUMBER
- ------------------------------ -----------
<S> <C>
Item 1. Financial Statements:
Consolidated balance sheets - September 30, 1997
and December 31, 1996 3
Consolidated statements of income - Three months
ended September 30, 1997 and 1996; Nine months ended
September 30, 1997 and 1996 4
Consolidated statement of shareholders' equity -
Nine months ended September 30, 1997 and 1996 5
Consolidated statements of cash flows - Nine months
ended September 30, 1997 and 1996 6
Notes to consolidated financial statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
PART II. OTHER INFORMATION 10
- --------------------------
SIGNATURES 11
- ----------
</TABLE>
<PAGE> 3
VALRICO BANCORP, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1997 1996
------------- ------------
(Unaudited)
ASSETS
<S> <C> <C>
Cash and non-interest bearing deposits $ 3,402,701 $ 3,677,677
Federal funds sold 195,000 358,000
Securities available-for-sale 7,045,839 7,159,983
Securities held-to-maturity 2,532,030 3,240,390
Loans 43,446,804 37,897,300
Facilities 2,821,127 1,014,945
Accrued interest receivable 425,249 416,178
Other assets 1,181,148 1,154,347
------------ ------------
Total assets $ 61,049,898 $ 54,918,820
============ ============
LIABILITIES
Deposits:
Demand deposits $ 9,306,178 $ 8,557,352
NOW accounts 9,539,183 8,749,942
Money market accounts 4,420,312 3,392,591
Savings accounts 6,314,372 6,053,476
Time, $100,000 and over 5,294,751 4,455,087
Other time deposits 18,066,195 17,667,352
------------ ------------
Total deposits 52,940,991 48,875,800
Federal funds purchased 1,500,000 1,100,000
Securities sold under agreements to repurchase 265,874 487,882
Accounts payable and accrued liabilities 521,680 556,134
Mortgage payable 1,283,496 -
Note payable 399,950 -
------------ ------------
Total liabilities 56,911,991 51,019,816
------------ ------------
Commitments and contingencies
STOCKHOLDERS' EQUITY
Common stock, no par value, authorized 1,000,000
shares, issued and outstanding 296,845 shares 296,845 296,845
Capital surplus 2,354,193 2,354,193
Retained earnings 1,499,854 1,269,111
Net unrealized holding losses on securities (12,985) (21,145)
------------ ------------
Total stockholders' equity 4,137,907 3,899,004
------------ ------------
Total liabilities and stockholders' equity $ 61,049,898 $ 54,918,820
============ ============
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
3
<PAGE> 4
VALRICO BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
-------------------------------- -------------------------------
1997 1996 1997 1996
------------ ------------ ----------- -----------
<S> <C> <C> <C> <C>
Interest income:
Interest and fees on loans $ 1,016,140 $ 868,032 $ 2,862,052 $ 2,532,848
Interest on investment securities 155,942 164,989 477,603 432,765
Income on Federal funds sold 28,886 33,266 94,104 156,924
------------ ------------ ----------- -----------
Total interest income 1,200,968 1,066,287 3,433,759 3,122,537
------------ ------------ ----------- -----------
Interest expense:
Interest on deposits 427,896 380,322 1,218,504 1,129,954
Interest on Federal funds purchased and
securities sold under agreements
to repurchase 23,521 5,057 53,360 12,248
Interest on notes payable 36,713 - 96,502 -
------------ ------------ ----------- -----------
Total interest expense 488,130 385,379 1,368,366 1,142,202
------------ ------------ ----------- -----------
Net interest income 712,838 680,908 2,065,393 1,980,335
Provision for loan losses 60,000 58,169 180,000 113,169
------------ ------------ ----------- -----------
Net interest income after
provision for loan losses 689,551 622,739 1,981,895 1,867,166
------------ ------------ ----------- -----------
Other income:
Service charges on deposit accounts 108,213 90,694 299,058 253,906
Miscellaneous income 29,026 19,449 64,454 61,550
------------ ------------ ----------- -----------
Total other income 137,239 110,143 363,512 315,456
------------ ------------ ----------- -----------
Other expenses:
Salaries and employee benefits 313,094 287,550 955,780 868,221
Occupancy expense 64,928 101,194 175,105 290,435
Equipment expense 74,068 64,030 198,555 200,594
Stationery, printing and supplies 25,456 23,513 66,197 65,956
Miscellaneous expenses 185,088 123,325 502,331 379,429
------------ ------------ ----------- -----------
Total other expenses 662,634 599,612 1,897,968 1,804,635
------------ ------------ ----------- -----------
Income before income taxes 127,443 133,270 350,937 377,987
Income taxes 31,900 49,475 120,194 143,396
------------ ------------ ----------- -----------
Net income $ 95,543 $ 83,795 $ 230,743 $ 234,591
============ ============ =========== ===========
Per share information:
Average shares outstanding 296,845 296,845 296,845 296,845
============ ============ =========== ===========
Net income per share $ 0.32 $ 0.28 $ 0.78 $ 0.79
============ ============ =========== ===========
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
4
<PAGE> 5
VALRICO BANCORP, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(UNAUDITED)
<TABLE>
<CAPTION>
NET UNREALIZED TOTAL
COMMON CAPITAL RETAINED HOLDING LOSSES STOCKHOLDERS'
STOCK SURPLUS EARNINGS ON SECURITIES EQUITY
------ ------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1996 $ 296,845 $ 2,354,193 $ 1,269,111 $ (21,145) $ 3,899,004
Net income - - 230,743 - 230,743
Net change in net unrealized
holding losses on securities - - - 8,160 8,160
------------ ------------ ----------- --------------- --------------
Balance, September 30, 1997 $ 296,845 $ 2,354,193 $ 1,499,854 $ (12,985) $ 4,137,907
============ ============ =========== =============== ==============
Balance, December 31, 1995 $ 299,279 $ 2,323,160 $ 1,008,662 $ (35,625) $ 3,595,476
Net income - - 234,591 - 234,591
Net change in net unrealized
holding losses on securities - - - (34,571) (34,571)
Transfer - 32,273 (32,273) - -
Stock redemption (2,434) (18,777) (8,047) - (29,258)
------------ ------------ ----------- --------------- --------------
Balance, September 30, 1996 $ 296,845 $ 2,336,656 $ 1,202,933 $ (70,196) $ 3,766,238
============ ============ =========== =============== ==============
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
5
<PAGE> 6
VALRICO BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
1997 1996
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 230,743 $ 234,591
Adjustments to reconcile net income to net
cash provided by operating activities:
Provision for loan losses 180,000 113,169
Deferred income tax - (14,668)
Depreciation and amortization 166,641 152,384
Net amortization (accretion) of investments
security premiums and discounts 9,366 (34,228)
(Increase) decrease in assets:
Accrued interest receivable (9,071) (760)
Other assets (40,365) (90,929)
Increase (decrease) in liabilities:
Accounts payable and accrued liabilities (34,454) (247,823)
----------- -----------
Net cash provided by operating activities 502,860 111,736
----------- -----------
Cash flows from investing activities:
Securities available for sale:
Purchase of investment securities (309,300) (3,322,279)
Proceeds from maturities of investment securities 426,744 1,286,881
Securities to be held to maturity:
Purchase of investment securities - (1,005,945)
Proceeds from maturities of investment securities 709,925 400,774
(Increase) decrease in Federal funds sold 163,000 3,323,000
Net (increase) decrease in loans (5,729,504) (3,316,209)
Purchase of facilities (1,965,330) (16,965)
Other real estate - 20,888
----------- -----------
Net cash used in investing activities (6,704,465) (2,629,855)
----------- -----------
Cash flows from financing activities:
Increase in deposits 4,065,191 3,163,823
Increase in Federal funds purchased 400,000 645,000
Net decrease in securities sold under
agreements to repurchase (222,008) (64,441)
Net increase in note payable 339,950 -
Net increase in mortgage payable 1,283,496 -
Redemption in common stock - (29,258)
----------- -----------
Net cash provided by financing activities 5,926,629 3,715,124
----------- -----------
Net (decrease) increase in cash (274,976) 1,197,005
Cash, beginning of period 3,677,677 2,327,055
----------- -----------
Cash, end of period $ 3,402,701 $ 3,542,060
=========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest $ 1,246,224 $ 1,372,879
Income taxes $ 115,236 $ 171,043
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
6
<PAGE> 7
VALRICO BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
SEPTEMBER 30, 1997
BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles. In the opinion of
management, all necessary adjustments (consisting of normal recurring entries)
have been made for a fair presentation of the accompanying unaudited
consolidated financial statements. The preparation of financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities, and disclosures of contingent assets and liabilities, at the date
of the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
The results for the period are not necessarily indicative of the results to be
expected for the entire year.
Valrico Bancorp, Inc. is a one-bank holding company. Therefore, the unaudited
consolidated financial statements include the accounts of Valrico Bancorp, Inc.
(the Company) and its wholly-owned subsidiary, Valrico State Bank (the Bank).
Significant intercompany balances and transactions have been eliminated in
consolidation.
The Company, through its subsidiary, leased its principal office space with an
option to purchase the property. Prior to expiration of the lease, the Company
mailed a notice of intent to purchase the main office bank building. The lease
expired on March 31, 1996. The Company continued to occupy the space on a
month-to-month rental basis up to January 14, 1997, at which time the premises
were purchased by the Company.
Net income per share has been computed by dividing net income by the average
number of common shares outstanding of 296,845 shares as of September 30, 1997,
and as of September 30, 1996.
7
<PAGE> 8
VALRICO BANCORP, INC.
MANAGEMENT'S DISCUSSIONS AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The Company's primary asset is its subsidiary bank, which is in its ninth year
of operation. For the nine months ended September 30, 1997, the Bank
experienced a growth in deposits with an increase of $4,065,191 or 8.32%.
Money market accounts had the highest percentage of growth at 30.30%, or an
increase of $1,027,721 as of September 30, 1997.
Loans increased $5,549,504 or 14.65% for the nine months ended September 30,
1997. Loan demand has improved compared to the previous quarter ended June 30,
1997. Agricultural lines of credit, which are normally drawn against during
this period, have experienced a slight increase in outstandings. The allowance
for credit losses at September 30, 1997 was $576,599 compared to $500,504 at
December 31, 1996. The Bank had $124,467 in charge-offs and had recoveries in
the amount of $20,562 during the nine months ended September 30, 1997, and has
two impaired loans totalling $178,525 at September 30, 1997. Both loans are
accounted for on a nonaccrual basis. A total of $180,000 was expensed for
provision for loan losses as of September 30, 1997. Management considers the
allowance to be adequate at this time.
Nonaccrual loans amounted to $178,525 and $24,480 at September 30, 1997 and
1996, respectively. Loan 90 days or more past due amounted to $583,801 and
$275,514 at September 30, 1997 and 1996, respectively. There were no
restructured loans at September 30, 1997 and 1996. The following table sets
forth a summary of the loan loss experience:
ANALYSIS OF THE ALLOWANCE FOR LOAN LOSSES
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1997 1996
------------- ------------
<S> <C> <C>
Balance at beginning of period $ 500,504 $ 491,563
------------- -----------
Charge-offs:
Commercial, financial and agricultural 96,959 189,491
Real estate-construction - -
Real estate-mortgage 947 -
Installment loans to individuals 26,561 14,875
Lease financing - -
------------- -----------
124,467 204,366
------------- -----------
Recoveries:
Commercial, financial and agricultural 20,237 30,656
Real estate-construction - -
Real estate-mortgage - -
Installment loans to individuals 325 1,207
Lease financing - -
------------- -----------
20,562 31,863
------------- -----------
Net Charge-offs (103,905) (172,503)
Additions charged to operations 180,000 181,444
------------- -----------
Balance at end of period $ 576,599 $ 500,504
============= ===========
Ratio of net-charge offs during the period
to average loans outstanding during the
period 0.26% 0.46%
============= ===========
</TABLE>
8
<PAGE> 9
VALRICO BANCORP, INC.
MANAGEMENT DISCUSSIONS AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION (CONTINUED)
Consolidated net income for the three months and nine months ended September
30, 1997, was $95,543 and $230,743 or $.32 and $.78 per share, which compares
to $83,795 and $234,591 or $.28 and $.79 per share for the three months and
nine months ended September 30, 1996. Consolidated net income for the nine
months ended September 30, 1997 represents a decrease from the comparable
period of $3,848 which is attributable mostly to an increase in the allowance
for loan losses.
Salaries and benefits represent 47.3% and 50.4% of non-interest expenses for
the three months and nine months ended September 30, 1997, compared to 48.0%
and 48.1% for the three months and nine months ended September 30, 1996.
Salary expense for the nine months ended September 30, 1997 increased 10.1%
over the same period for 1996.
The Tier I capital ratio was 6.65% and the total capital ratio was 7.56% at
September 30, 1997. The Tier I capital to total risk-weighted assets ratio was
8.95% and total capital to total risk-weighted assets ratio was 10.20% at
September 30, 1997.
9
<PAGE> 10
VALRICO BANCORP, INC.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
No reports on Form 8-K were filed for the quarter ended September 30, 1997.
10
<PAGE> 11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on November 12, 1997 on its
behalf by the undersigned thereunto duly authorized.
VALRICO BANCORP, INC.
By: \s\ Bob McLean
------------------------------------------------
Bob McLean
President and Chief Executive Officer
By: \s\ Jerry L. Ball
------------------------------------------------
Jerry L. Ball
Vice President
11
<PAGE> 12
EXHIBIT INDEX
Exhibit Description
No.
27 Financial Data Schedule
12
<TABLE> <S> <C>
<ARTICLE> 9
<CIK> 000942789
<NAME> VALRICO BANCORP, INC.
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 4,877
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 1,937
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 7,077
<INVESTMENTS-CARRYING> 3,007
<INVESTMENTS-MARKET> 2,586
<LOANS> 37,967
<ALLOWANCE> 533
<TOTAL-ASSETS> 59,126
<DEPOSITS> 51,311
<SHORT-TERM> 0
<LIABILITIES-OTHER> 3,837
<LONG-TERM> 0
0
0
<COMMON> 297
<OTHER-SE> 3,681
<TOTAL-LIABILITIES-AND-EQUITY> 59,126
<INTEREST-LOAN> 903
<INTEREST-INVEST> 160
<INTEREST-OTHER> 16
<INTEREST-TOTAL> 1,079
<INTEREST-DEPOSIT> 378
<INTEREST-EXPENSE> 396
<INTEREST-INCOME-NET> 683
<LOAN-LOSSES> 30
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 599
<INCOME-PRETAX> 170
<INCOME-PRE-EXTRAORDINARY> 170
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 104
<EPS-PRIMARY> .349
<EPS-DILUTED> .349
<YIELD-ACTUAL> 4.90
<LOANS-NON> 232
<LOANS-PAST> 27
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 272
<ALLOWANCE-OPEN> 501
<CHARGE-OFFS> 2
<RECOVERIES> 4
<ALLOWANCE-CLOSE> 533
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
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