<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 AT OF 1934
For Quarter Ended MARCH 31, 1997
COMMISSION FILE NUMBER 33 ACT FILE NO.-33-90524
------------------------
VALRICO BANCORP, INC.
---------------------
(Exact name of registrant as specified in its Charter)
(FLORIDA) 65-0553757
--------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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 MARCH 31, 1997, THERE WERE 296,845 SHARES OF COMMON STOCK OUTSTANDING.
<PAGE> 2
VALRICO BANCORP, INC.
INDEX
PART I. FINANCIAL INFORMATION PAGE NUMBER
Item 1. Financial Statements:
Consolidated balance sheets - March 31, 1997
and December 31, 1996 3
Consolidated statements of income - Three months
ended March 31, 1997 and 1996 4
Consolidated statement of shareholders' equity -
Three months ended March 31, 1997 and 1996 5
Consolidated statements of cash flows - Three months
ended March 31, 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
<PAGE> 3
VALRICO BANCORP, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1997 1996
---- ----
(Unaudited)
ASSETS
<S> <C> <C>
Cash and non-interest bearing deposits $ 4,877,255 $ 3,677,677
Federal funds sold 1,937,000 358,000
Securities available-for-sale 7,077,434 7,159,983
Securities held-to-maturity 3,007,407 3,240,390
Loans 37,966,925 37,897,300
Facilities 2,671,942 1,014,945
Other real estate 42,587 -
Accrued interest receivable 395,512 416,178
Other assets 1,150,204 1,154,347
------------ ------------
Total assets $ 59,126,266 $ 54,918,820
============ ============
LIABILITIES
Deposits:
Demand deposits $ 9,676,683 $ 8,557,352
NOW accounts 9,269,448 8,749,942
Money market accounts 3,744,828 3,392,591
Savings accounts 5,758,614 6,053,476
Time, $100,000 and over 5,059,417 4,455,087
Other time deposits 17,802,313 17,667,352
------------ ------------
Total deposits 51,311,303 48,875,800
Federal funds purchased 1,000,000 1,100,000
Securities sold under agreements to repurchase 604,161 487,882
Accounts payable and accrued liabilities 527,594 556,134
Mortgage payable 1,304,774 -
Loan payable 400,000 -
------------ ------------
Total liabilities 55,147,832 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 1,372,809 1,269,111
Net unrealized holding losses on securities (45,413) (21,145)
------------ ------------
Total stockholders' equity 3,978,434 3,899,004
------------ ------------
Total liabilities and stockholders' equity $ 59,126,266 $ 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 MARCH 31,
-----------------------------
1997 1996
---------- ----------
<S> <C> <C>
Interest income:
Interest and fees on loans $ 903,472 $ 836,272
Interest on investment securities 160,253 111,773
Income on Federal funds sold 15,607 62,366
--------- ---------
Total interest income 1,079,332 1,010,411
--------- ---------
Interest expense:
Interest on deposits 377,914 375,943
Interest on Federal funds purchased and
securities sold under agreements
to repurchase 17,828 2,988
--------- ---------
Total interest expense 395,742 378,931
--------- ---------
Net interest income 683,590 631,480
Provision for loan losses 30,000 35,000
--------- ---------
Net interest income after provision
for loan losses 653,590 596,480
--------- ---------
Other income:
Service charges on deposit accounts 92,083 77,394
Miscellaneous income 23,872 20,294
--------- ---------
Total other income 115,955 97,688
--------- ---------
Other expenses:
Salaries and employee benefits 287,493 287,875
Occupancy expense 81,148 94,521
Equipment expense 62,477 68,639
Stationery, printing and supplies 19,804 19,527
Miscellaneous expenses 148,252 130,589
--------- ---------
Total other expenses 599,174 601,151
--------- ---------
Income before income taxes 170,371 93,017
Income taxes 66,673 33,421
--------- ---------
Net income $ 103,698 $ 59,596
========= =========
Per share information:
Average shares outstanding 296,845 299,279
========= =========
Net income per share $ .35 $ 0.20
========= =========
</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 - - 103,698 - 103,698
Net change in net unrealized
holding losses on securities - - - (24,268) (24,268)
-------- ---------- ---------- -------------- ------------
Balance, March 31, 1997 $296,845 $2,354,193 $1,372,809 $ (45,413) $ 3,978,434
======== ========== ========== ============== ============
Balance, December 31, 1995 $299,279 $2,323,160 $1,008,662 $ (35,625) $ 3,595,476
Net income - - 59,596 - 59,596
Net change in net unrealized
holding losses on securities - - - (18,076) (18,076)
-------- ---------- ---------- -------------- ------------
Balance, March 31, 1996 $299,279 $2,323,160 $1,068,258 $ (53,701) $ 3,636,996
======== ========== ========== ============== ============
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
5
<PAGE> 6
VALRICO BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
----------------------------
1997 1996
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 103,698 $ 59,596
Adjustments to reconcile net income to net
cash provided by (used in) operating activities:
Provision for loan losses 30,000 35,000
Depreciation and amortization 57,866 50,608
Net amortization (accretion) of investments
security premiums and discounts 3,616 (1,636)
(Increase) decrease in assets:
Accrued interest receivable 20,666 (14,072)
Other assets 1,655 3,325
Increase (decrease) in liabilities:
Accounts payable and accrued liabilities (28,540) (238,765)
----------- -----------
Net cash provided by (used in) operating
activities 188,961 (105,944)
----------- -----------
Cash flows from investing activities:
Securities available for sale:
Purchase of investment securities (16,000) (503,985)
Proceeds from maturities of investment securities 50,590 1,054,297
Securities to be held to maturity:
Purchase of investment securities - -
Proceeds from maturities of investment securities 253,058 132,463
(Increase) decrease in deferred income tax - (6,171)
(Increase) decrease in Federal funds sold (1,579,000) (4,316,000)
Net (increase) decrease in loans (142,212) 321,033
Purchase of facilities (1,712,375) (2,542)
Other real estate - 178,272
----------- -----------
Net cash used in investing activities (3,145,939) (3,142,633)
----------- -----------
Cash flows from financing activities:
Increase in deposits 2,435,503 4,381,893
Decrease in Federal funds purchased (100,000) -
Net increase in securities sold under
agreements to repurchase 116,279 8,451
Net increase in notes payable 1,704,774 -
----------- -----------
Net cash provided by financing activities 4,156,556 4,390,344
----------- -----------
Net increase in cash 1,199,578 1,141,767
Cash, beginning of period 3,677,677 2,327,055
----------- -----------
Cash, end of period $ 4,877,255 $ 3,468,822
=========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest $ 447,621 $ 530,213
Income taxes $ 12,602 $ 96,643
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
6
<PAGE> 7
VALRICO BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
MARCH 31, 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. These financial statements rely, in part,
on estimates. The results for the period are not necessarily indicative of the
results to be expected for the entire year.
Valrico Bancorp, Inc., a one-bank holding company, acquired 100% of the common
stock of Valrico State Bank as of May 31, 1995 in a transaction accounted for
similar to a pooling of interests. 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.
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 March 31, 1997, and
299,279 as of March 31, 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 approaching its
eighth full year of operation. During the first quarter for the three months
ended March 31, 1997, the Bank experienced a growth in deposits with an
increase of $2,435,503 or 4.98%. Demand deposits, primarily non-interest
bearing, had the highest percentage of growth at 13.08%, or an increase of
$1,119,331 in the first quarter ended March 31, 1997.
Loan growth increase $69,625 or .18% for the first quarter ended March 31,
1997. Loan demand had softened compared to the previous quarter ended December
31, 1996. Agricultural lines of credit, which are normally drawn against
during this period, actually experienced a decline in outstandings. However,
loan demand appears to have improved near the end of the first quarter. The
allowance for credit losses at March 31, 1997 was $532,816 compared to $500,504
at December 31, 1996. The Bank had $2,000 in charge-offs and had recoveries in
the amount of $4,312 during the three months ended March 31, 1997, and has
three nonperforming loans totaling $231,848 or .61% of total loans at March 31,
1997. A total of $30,000 was expensed for provision for loan losses in the
first quarter. Management considers the allowance to be adequate at this time.
Nonaccrual loans amounted to $232,000 and $297,000 at March 31, 1997 and 1996,
respectively. Loans 90 days or more past due amounted to $27,000 and $261,000
at March 31, 1997 amd 1996, respectively. There were no restructured loans at
March 31, 1997 and 1996. The following table sets forth a summary of loan loss
experience:
ANALYSIS OF THE ALLOWANCE FOR LOAN LOSSES
MARCH 31, DECEMBER 31,
<TABLE>
<CAPTION>
1997 1996
-------- ---------
<S> <C> <C>
Balance at beginning of period $500,504 $ 491,563
-------- ---------
Charge-offs:
Commercial, financial and agricultural - 189,491
Real estate-construction - -
Real estate-mortgage - -
Installment loans to individuals 2,000 14,875
Lease financing - -
-------- ---------
2,000 204,366
-------- ---------
Recoveries:
Commercial, financial and agricultural 3,987 30,656
Real estate-construction - -
Real estate-mortgage - -
Installment loans to individuals 325 1,207
Lease financing - -
-------- ---------
4,312 31,863
-------- ---------
Net Charge-offs 2,312 (172,503)
Additions charged to operations 30,000 181,444
-------- ---------
Balance at end of period $532,816 $ 500,504
======== =========
Ratio of net-charge offs during the period
to average loans outstanding during the
period 0.00% 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 first quarter was $103,698 or $.35 per share
which compares to $59,596 or $.20 per share for the first quarter of 1996.
This represents an increase over the comparable quarter of $44,102 which is
attributable mostly to an increase in loans and related revenues.
Salaries and benefits represent 48.0% of non-interest expenses for the three
months ended March 31, 1997, compared to 47.8% for the three months ended March
31, 1996. Salary expense for the three months ended March 31, 1997 decreased
.1% over the same period for 1996.
The Tier I capital ratio was 7.23% and the total capital ratio was 8.16% at
March 31, 1997. The Tier I capital to total risk-weighted assets ratio was
9.73% and total capital to total risk-weighted assets ratio was 10.98% at March
31, 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 March 31, 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 April 30, 1997 on its
behalf by the undersigned thereunto duly authorized.
VALRICO BANCORP, INC.
By: \s\ Larry R. Tracy
---------------------------------------
Larry R. Tracy
President and Chief Executive Officer
By: \s\ Jerry L. Ball
---------------------------------------
Jerry L. Ball
Vice President
11
<TABLE> <S> <C>
<ARTICLE> 9
<CIK> 0000942789
<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> 3,023
<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> 5.08
<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>