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Previous: INTRAV INC, 10-Q, 1998-08-05 |
Next: SMITH BARNEY INSTITUTIONAL CASH MANAGEMENT FUND INC, NSAR-B/A, 1998-08-05 |
<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 June 30, 1998
COMMISSION FILE NUMBER 33 ACT FILE NO. -33-90524
-------------------------
VALRICO BANCORP, INC.
---------------------
(Exact name of registrant as specified in its Charter)
<TABLE>
<CAPTION>
(FLORIDA) 65-0553757
--------- ----------
<S> <C>
(State of other jurisdiction of (I.R.S. Employee Identification No.)
incorporation of 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 JUNE 30, 1998, THERE WERE 297,815 SHARES OF COMMON STOCK OUTSTANDING
<PAGE> 2
VALRICO BANCORP, INC.
<TABLE>
<CAPTION>
INDEX PAGE NUMBER
<S> <C> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated balance sheets - June 30, 1998
and December 31, 1997 3
Consolidated statements of income -
Three and Six months ended June 30,
1998 and 1997 4
Consolidated statement of shareholders'
equity - Six months ended June 30, 1998
and 1997 5
Consolidated statements of cash flows -
Six months ended June 30, 1998 and 1997 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>
2
<PAGE> 3
VALRICO BANCORP, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, December 31,
1998 1997
---------- ----------
<S> <C> <C>
Assets
Cash and Non Interest Bearing Deposits $ 4,005,803 $ 3,516,862
Federal Funds Sold 7,419,000 -
Securities Available for Sale 4,568,232 5,511,678
Securities Held to Maturity 2,196,989 2,430,484
Loans 48,831,181 47,872,883
Facilities 2,780,754 2,852,443
Other Real Estate 21,322 -
Accrued Interest Receivable 414,134 468,465
Other Assets 1,193,952 1,149,279
---------- ----------
Total Assets $71,431,367 $63,802,094
=========== ===========
Liabilities
Deposits:
Demand Deposits $12,069,913 $ 9,210,202
NOW Accounts 12,331,091 10,108,131
Money Market Accounts 4,288,340 3,632,693
Savings Accounts 7,350,450 7,267,013
Time, $100,000 and over 6,337,478 6,303,932
Other Time Deposits 19,418,118 18,524,636
---------- ----------
Total Deposits 61,795,390 55,046,607
Federal Funds Purchased 2,000,000 1,872,000
Securities Sold Under the Agreement to Repurchase 892,639 499,582
Accounts Payable and Accrued Liabilities 614,572 474,615
Mortgage Payable 1,247,693 1,272,191
Loan Payable 399,950 399,950
---------- ----------
Total Liabilities 66,950,244 59,564,945
---------- ----------
Commitments and Contingencies
Stockholders Equity
Common Stock, No Par Value, Authorized 1,000,000 shares, issued and outstanding
297,815 on June 30, 1998
Issued and outstanding 299,115 on Dec 31, 1997 297,815 299,115
Capital Surplus 2,369,003 2,431,145
Retained Earnings 1,841,065 1,515,796
Net Unrealized Holding Losses on Securities (26,760) (8,907)
----------- -----------
Total Stockholders Equity 4,481,123 4,237,149
----------- -----------
Total Liabilities and Stockholders Equity $71,431,367 $63,802,094
=========== ===========
</TABLE>
See accompanying notes to Consolidated Financial Statements
3
<PAGE> 4
VALRICO BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
1998 1997 1998 1997
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Interest Income
Interest and Fees on Loans $1,187,537 $ 942,440 $2,331,608 $1,845,912
Interest on Investment Securities 114,180 161,408 236,108 321,661
Income on Federal Funds Sold 86,768 49,611 105,731 65,218
---------- ---------- ---------- ----------
Total Interest Income 1,388,485 1,153,459 2,673,447 2,232,791
Interest Expense
Interest on Deposits 466,233 412,694 913,809 790,608
Interest on Federal Funds Purchased
And Securities Sold under agreement
to Repurchase 72,669 12,011 123,922 29,839
---------- ---------- ---------- ----------
Total Interest Expense 538,902 424,705 1,037,731 820,447
---------- ---------- ---------- ----------
Net Interest Income 849,583 728,754 1,635,716 1,412,344
Provision for Loan Losses 54,000 90,000 102,000 120,000
---------- ---------- ---------- ----------
Net Interest Income after
Provision for loan losses 795,583 638,754 1,533,716 1,292,344
---------- ---------- ---------- ----------
Other Income:
Service Charge on Deposit Accounts 141,383 98,762 276,984 190,845
Miscellaneous Income 26,206 11,556 47,297 35,428
---------- ---------- ---------- ----------
Total Other Income 167,589 110,318 324,281 226,273
---------- ---------- ---------- ----------
Other Expenses:
Salaries and Employee Benefits 354,302 355,193 716,045 642,686
Occupancy Expense 63,884 88,818 130,249 169,966
Equipment Expense 76,866 62,010 142,321 124,487
Stationary, Printing, and Supplies 26,218 20,937 54,087 40,741
Miscellaneous Expenses 186,498 168,991 370,472 317,243
---------- ---------- ---------- ----------
Total Other Expenses 707,768 695,949 1,413,174 1,295,123
---------- ---------- ---------- ----------
Income Before Income Taxes 255,404 53,123 444,823 223,494
Income Taxes 100,500 21,621 167,000 88,294
---------- ---------- ---------- ----------
Net Income $ 154,904 $ 31,502 $ 277,823 $ 135,200
========== ========== ========== ==========
Per share Information:
Average Shares Outstanding 298,465 296,845 298,465 296,845
========== ========== ========== ==========
Net Income Per Share $ 0.52 $ 0.11 $ 0.93 $ 0.46
========== ========== ========== ==========
</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
HOLDING STOCK
COMMON CAPITAL RETAINED LOSSES ON HOLDERS'
STOCK SURPLUS EARNINGS SECURITIES EQUITY
-------- ---------- ---------- ------------- -----------
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1997 $299,115 $2,431,145 $1,563,242 $ (8,907) $4,284,595
Net Income 277,823 277,823
Stock Redemption (1,300) (62,142) (63,442)
Net Change in Net Unrealized
holding losses on securities (17,853) (17,853)
-------- ---------- ---------- ---------- ----------
Balance, June 30, 1998 $297,815 $2,369,003 $1,841,065 $ (26,760) $4,481,123
======== ========== ========== ========== ==========
Balance, December 31, 1996 $296,845 $2,354,193 $1,269,111 $ (21,145) $3,899,004
Net Income - - 135,200 - 135,200
Net Change in Net Unrealized
holding losses on securities - - - (6,102) (6,102)
-------- ---------- ---------- ---------- ----------
Balance, June 30, 1997 $296,845 $2,354,193 $1,404,311 $ (27,247) $4,028,102
======== ========== ========== ========== ==========
</TABLE>
See accompanying notes to Consolidated Financial Statements
5
<PAGE> 6
VALRICO BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
1998 1997
---------- ----------
<S> <C> <C>
Cash Flows from Operating Activities
Net Income $ 277,823 $ 135,200
Adjustments to Reconcile net income to net
Cash provided by (used in) operating activities:
Provision for Loan Losses 102,000 120,000
Depreciation and amortization 134,987 115,873
Net amortization (accretion) of investments
Security premiums and discounts 4,546 6,719
(Increase) Decrease in assets:
Accrued Interest Receivable 54,661 51,066
Other Assets (109,800) (79,271)
Increase (Decrease) in liabilities
Accounts payable and Accrued Liabilities 139,957 (154)
---------- ----------
Net Cash provided by (used in) operating
Activities 604,174 349,433
---------- ----------
Cash flows from investing activities Securities available for sale:
Purchase of investment securities - (266,000)
Proceeds from maturities of investment securities 837,081 108,651
Securities to be Held to Maturity:
Proceeds form maturities of investment securities 235,068 510,277
(Increase) Decrease in Deferred income tax - (1,277)
(Increase) Decrease in Federal Funds Sold (7,419,000) (2,287,000)
Net (Increase) Decrease in Loans (961,037) (1,856,137)
Purchase of facilities (59,095) (1,734,238)
Proceeds from the sale of Other Real Estate 22,738 -
----------- ----------
Net Cash provided by (used in) Investing Activities (7,344,245) (5,525,724)
----------- ----------
Cash flows form financing activities:
Increase (Decrease) in deposits 6,748,783 4,406,185
Increase (Decrease) in Federal funds purchased 128,000 (100,000)
Net increase (Decrease) in securities sold under agreement
to repurchase 393,057 (4,551)
Net increase (Decrease) in notes payable (24,498) 1,694,260
Sale (redemption) of Common Stock (16,000) -
---------- ----------
Net Cash Provided by (used by) financing activities 7,229,342 5,995,894
---------- ----------
Net increase (decrease) in cash 488,941 819,603
Cash, beginning of period 3,516,862 3,677,677
---------- ----------
Cash, ending of period $ 4,005,803 $ 4,497,280
========== ==========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest $ 1,068,328 $ 857,563
Income taxes $ 34,387 $ 94,680
</TABLE>
See accompanying notes to Consolidated Financial Statements
6
<PAGE> 7
VALRICO BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
June 30, 1998
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 297,815 as of June 30, 1998, and 297,345
as of June 30, 1997.
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 has just completed its
ninth full year of operation. During the six months ended June 30, 1998, the
Bank experienced a growth in deposits with an increase of $6,748,783 or 12.3%.
Non-interest-bearing demand deposits had the highest percentage of growth at
31.0%, or an increase of $2,859,711 in the six months ended June 30, 1998.
Loan growth increased $958,298 or 2.0% for the six months ended June 30, 1998.
The allowance for credit losses at June 30, 1998 was at $672,465 compared to
$514,217 at December 31, 1997. The Bank had $15,613 in charge-offs and had
recoveries in the amount of $9,731 during the six months ended June 30, 1998,
and has no nonperforming loans as of June 30, 1998. A total of $102,000 was
expensed for provision for loan losses during the period. Management considers
the allowance to be adequate at this time.
Nonaccrual loans amounted to $100,874 and $0 at June 30, 1998 and 1997,
respectively. Loans 90 days or more past due amounted to $0 and $25,000 at June
30, 1998 and 1997, respectively. There were restructured loans in the amount of
$55,224 and $0 at June 30, 1998 and 1997, respectively. The following table sets
forth a summary of loan loss experience:
Analysis of the Allowance for Loan Losses
<TABLE>
<CAPTION>
June 30, December 31,
1998 1997
-------- --------
<S> <C> <C>
Balance at Beginning of Period $576,347 $500,504
-------- --------
Charge-offs:
Commercial, Financial and Agricultural - 213,248
Real Estate-Construction - -
Real Estate-Mortgage - -
Installment Loans to Individuals 15,613 49,471
Lease Financing - -
-------- --------
15,613 262,719
-------- --------
Recoveries:
Commercial, Financial and Agricultural 1,976 27,237
Real Estate-Construction - -
Real Estate-Mortgage - -
Installment Loans to Individuals 7,755 11,325
Lease Financing - -
-------- --------
9,731 38,562
-------- --------
Net Charge-offs (5,882) (224,157)
Additions Charged to Operation 102,000 300,000
-------- --------
Balance at end of Period $672,465 $576,347
======== ========
Ratio of Net Charge-offs during the period to average loans
outstanding during the period -0.01% -0.52%
======== ========
</TABLE>
8
<PAGE> 9
VALRICO BANCORP, INC.
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
Consolidated net income for the six months ending June 30, 1998 was $277,823 or
$0.93 per share which compares to $135,200 or $.46 per share for the same period
in 1997. This represents an increase over the comparable quarter of $142,623,
which is attributable mostly to an increase in loans and related revenues.
Salaries and benefits represent 50.7% of non-interest expenses for the six
months ended June 30, 1998, compared to 49.6% for the six months ended June 30,
1997. Salary expense for the six months ended June 30, 1998 increased 11.4% over
the same period for 1997.
The Tier I capital ratio was 6.38% and Total Capital ratio was 7.32% at June 30,
1998. The tier I capital to total risk-weighted assets ratio was 8.55% at
June 30, 1998.
9
<PAGE> 10
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, 1998.
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 July 31, 1998 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
Executive Vice President
11
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF VALRICO BANCORP, INC. FOR THE SIX MONTHS ENDED
JUNE 30, 1998, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 905
<INT-BEARING-DEPOSITS> 43
<FED-FUNDS-SOLD> 7,419
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 4,549
<INVESTMENTS-CARRYING> 2,214
<INVESTMENTS-MARKET> 2,276
<LOANS> 49,503
<ALLOWANCE> 672
<TOTAL-ASSETS> 71,431
<DEPOSITS> 61,795
<SHORT-TERM> 893
<LIABILITIES-OTHER> 615
<LONG-TERM> 3,648
0
0
<COMMON> 298
<OTHER-SE> 4,183
<TOTAL-LIABILITIES-AND-EQUITY> 71,431
<INTEREST-LOAN> 2,332
<INTEREST-INVEST> 236
<INTEREST-OTHER> 106
<INTEREST-TOTAL> 2,673
<INTEREST-DEPOSIT> 914
<INTEREST-EXPENSE> 124
<INTEREST-INCOME-NET> 1,038
<LOAN-LOSSES> 102
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 1,413
<INCOME-PRETAX> 445
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 278
<EPS-PRIMARY> 0.93
<EPS-DILUTED> 0.93
<YIELD-ACTUAL> 4.97
<LOANS-NON> 101
<LOANS-PAST> 913
<LOANS-TROUBLED> 131
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 576
<CHARGE-OFFS> 16
<RECOVERIES> 10
<ALLOWANCE-CLOSE> 672
<ALLOWANCE-DOMESTIC> 672
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
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