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Previous: DAIMLER BENZ AKTIENGESELLSCHAFT, SC 14D1/A, 1998-11-12 |
Next: ROSEVILLE COMMUNICATIONS CO, 10-Q, 1998-11-12 |
<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, 1998
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 of other jurisdiction of (I.R.S. Employee Identification No.)
incorporation of 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 SEPTEMBER 30, 1998, THERE WERE 297815 SHARES OF COMMON STOCK OUTSTANDING
<PAGE> 2
VALRICO BANCORP, INC.
INDEX
<TABLE>
<CAPTION>
PAGE NUMBER
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated balance sheets - September 30, 1998 and December 31, 1997 3
Consolidated statements of income - Three and Nine months
ended September 30, 1998 and 1997 4
Consolidated statement of shareholders' equity - Nine months
ended September 30, 1998 and 1997 5
Consolidated statements of cash flows - Nine months ended
September 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>
September 30, December 31,
1998 1997
------------- ------------
<S> <C> <C>
Assets
Cash and Non Interest Bearing Deposits 3,325,608 $ 3,516,862
Federal Funds Sold 3,234,000 --
Securities Available for Sale 7,044,047 5,511,678
Securities Held to Maturity 2,120,224 2,430,484
Loans 51,264,956 47,872,883
Facilities 2,753,671 2,852,443
Other Real Estate 615 --
Accrued Interest Receivable 435,543 468,465
Other Assets 1,246,449 1,149,279
---------- -----------
Total Assets 71,425,113 $63,802,094
========== ===========
Liabilities
Deposits:
Demand Deposits 9,804,398 $ 9,210,202
NOW Accounts 11,914,144 10,108,131
Money Market Accounts 5,066,636 3,632,693
Savings Accounts 7,682,353 7,267,013
Time, $100,000 and over 7,662,141 6,303,932
Other Time Deposits 19,792,412 18,524,636
---------- -----------
Total Deposits 61,922,084 55,046,607
Federal Funds Purchased 2,000,000 1,872,000
Securities Sold Under the Agreement to Repurchase 419,029 499,582
Accounts Payable and Accrued Liabilities 792,069 474,615
Mortgage Payable 1,235,216 1,272,191
Loan Payable 399,950 399,950
---------- -----------
Total Liabilities 66,768,348 59,564,945
---------- -----------
Commitments and Contingencies
StockHolders Equity
Common Stock, No Par Value, Authorized 1,000,000
shares, issued and outstanding 297,815 on Sept. 30, 1998
Issued and outstanding 299,115 on Dec. 31, 1997 297,815 299,115
Capital Surplus 2,369,002 2,431,145
Retained Earnings 2,002,723 1,515,796
Net Unrealized Holding Losses on Securities (12,775) (8,907)
---------- ----------
Total Stockholders Equity 4,656,765 4,237,149
---------- ----------
Total Liabilities and Stockholders Equity 71,425,113 $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 SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
1998 1997 1998 1997
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Interest Income
Interest and Fees on Loans $1,189,501 $1,016,140 $3,521,109 $2,862,052
Interest on Investment Securities 106,838 155,942 342,946 477,603
Income on Federal Funds Sold 122,245 28,886 227,976 94,104
---------- ---------- ---------- ----------
Total Interest Income 1,418,584 1,200,968 4,092,031 3,433,759
Interest Expense
Interest on Deposits 507,684 427,896 1,421,493 1,218,504
Interest on Federal Funds Purchased
And Securities Sold under agreement
to Repurchase 53,691 60,234 177,613 149,862
---------- ---------- ---------- ----------
Total Interest Expense 561,375 488,130 1,599,106 1,368,366
---------- ---------- ---------- ----------
Net Interest Income 857,209 712,838 2,492,925 2,065,393
Provision for Loan Losses 54,000 60,000 156,000 180,000
---------- ---------- ---------- ----------
Net Interet Income after
Provision for loan losses 803,209 652,838 2,336,925 1,885,393
---------- ---------- ---------- ----------
Other Income:
Service Charge on Deposit Accounts 140,000 108,213 416,984 299,058
Miscellaneous Income 20,960 29,026 68,257 64,454
---------- ---------- ---------- ----------
Total Other Income 160,960 137,239 485,241 363,512
---------- ---------- ---------- ----------
Other Expenses:
Salaries and Employee Benefits 359,717 313,094 1,075,762 955,780
Occupancy Expense 71,666 64,928 201,915 175,105
Equipment Expense 79,928 74,068 222,249 198,555
Stationary, Printing, and Supplies 24,731 25,456 78,818 66,197
Miscellaneous Expenses 176,469 185,088 546,941 502,331
---------- ---------- ---------- ----------
Total Other Expenses 712,511 662,634 2,125,685 1,897,968
---------- ---------- ---------- ----------
Income Before Income Taxes 251,658 127,443 696,481 350,937
Income Taxes 90,000 31,900 257,000 120,194
---------- ---------- ---------- ----------
Net Income $ 161,658 $ 95,543 $ 439,481 $ 230,743
========== ========== ========== ==========
Per share Information:
Average Shares Outstanding 297,815 296,845 298,465 296,845
========== ========== ========== ==========
Net Income Per Share $ 0.54 $ 0.32 $ 1.47 $ 0.78
========== ========== ========== ==========
</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 439,481 439,481
Stock Redemption (1,300) (62,142) (63,442)
Net Change in Net Unrealized
holding losses on securities (3,868) (3,868)
-------- ---------- ---------- -------- ----------
Balance, September 30, 1998 $297,815 $2,369,003 $2,003,065 $(12,775) $4,657,108
======== ========== ========== ======== ==========
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
======== ========== ========== ======== ==========
</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 SETPEMBER 30,
1998 1997
----------- -----------
<S> <C> <C>
Cash Flows from Operating Activities
Net Income $ 438,866 $ 230,743
Adustments to Reconcile net income to net
Cash provided by (used in) operating activities:
Provision for Loan Losses 156,000 180,000
Depreciation and amortization 215,930 166,641
Net amortization (accretion) of investments
Security premiums and discounts 3,423 9,366
(Increase) Decrease in assets:
Accrued Interest Receivable 32,922 (9,071)
Other Assets (97,170) (40,365)
Increase (Decrease) in liabilities
Accounts payable and Accrued Liabilities 167,156 (34,454)
----------- -----------
Net Cash provided by (used in) operating
Activities 917,127 502,860
----------- -----------
Cash flows from investing activities
Securities available for sale:
Purchase of investment securities (3,387,020) (309,300)
Proceeds from maturities of investment securities 1,836,075 426,744
Securities to be Held to Maturity:
Proceeds form maturities of investment securities 310,260 709,925
(Increase) Decrease in Deferred income tax -- --
(Increase) Decrease in Federal Funds Sold (3,234,000) 163,000
Net (Increase) Decrease in Loans (3,386,487) (5,729,504)
Purchase of facilities (117,158) (1,965,330)
Proceeds from the sale of Other Real Estate -- --
----------- -----------
Net Cash provided by (used in) Investing Activities (7,978,330) (6,704,465)
----------- -----------
Cash flows form financing activities:
Increase (Decrease) in deposits 6,875,477 4,065,191
Increase (Decrease) in Federal funds purchased 128,000 400,000
Net increase (Decrease) in securities sold under agreement
to repurchase (80,553) (222,008)
Net increase (Decrease)in notes payable (36,975) 1,683,446
Sale (redemption) of Common Stock (16,000) --
----------- -----------
Net Cash Provided by (used by) financing activities 6,869,949 5,926,629
----------- -----------
Net increase (decrease) in cash (191,254) (274,976)
Cash, beginning of period 3,516,862 3,677,677
----------- -----------
Cash, ending of period $ 3,325,608 $ 3,402,701
=========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest $ 1,493,841 $ 1,246,224
Income taxes $ 148,436 $ 115,236
</TABLE>
See accompanying notes to Consolidated Financial Statements
6
<PAGE> 7
VALRICO BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
September 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 September 30, 1998, and
296,845 as of September 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 is in its tenth year
of operation. During the nine months ended September 30, 1998, the Bank
experienced a growth in deposits with an increase of $6,875,477 or 12.5%. Money
Market Accounts had the highest percentage of growth at 39.5%, or an increase
of $1,433,943 in the nine months ended September 30, 1998.
Loan growth increased $3,606,310 or 7.5% for the nine months ended September
30, 1998. The allowance for credit losses at September 30, 1998 was at $728,454
compared to $576,347 at December 31, 1997. The Bank had $15,952 in charge-offs
and had recoveries in the amount of $12,059 during the nine months ended
September 30, 1998, and has loan classified as troubled in the amount of
$191,361 as of September 30, 1998. A total of $156,000 was expensed for
provision for loan losses during the period. Management considers the allowance
to be adequate at this time.
Nonaccrual loans amounted to $283,668 and $178,525 at September 30, 1998 and
1997, respectively. Loans 90 days or more past due amounted to $0 and $583,801
at September 30, 1998 and 1997, respectively. There were restructured loans in
the amount of $54,181 and $0 at September 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>
September 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 15,952 49,471
Lease Financing -- --
--------- ---------
Total Charge-offs 15,952 262,719
--------- ---------
Recoveries:
Commercial, Financial and Agricultural 3,611 27,237
Real Estate-Construction -- --
Real Estate-Mortgage -- --
Installment Loans to Individuals 8,448 11,325
Lease Financing -- --
--------- ---------
Total Recoveries 12,059 38,562
--------- ---------
Net Charge-offs (3,893) (224,157)
Additions Charged to Operation 156,000 300,000
--------- ---------
Balance at end of Period $ 728,454 $ 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 nine months ending September 30, 1998 was
$439,481 or $1.48 per share which compares to $230,743 or $.78 per share for
the same period in 1997. This represents an increase over the comparable
quarter of $208,738, which is attributable mostly to an increase in loans and
related revenues, and increase in investments, and an increase during the
middle of the year in low cost Demand Accounts.
Salaries and benefits represent 43.3% of non-interest expenses for the nine
months ended September 30, 1998, compared to 47.3% for the nine months ended
September 30, 1997. Salary expense for the nine months ended September 30, 1998
increased 12.6% over the same period for 1997.
The Tier I capital ratio was 6.48% and Total Capital ratio was 7.44% at
September 30, 1998. The tier I capital to total risk-weighted assets ratio was
8.40% at September 30, 1998.
9
<PAGE> 10
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibits
27 - Financial Data Schedule (for SEC use only).
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 November 6, 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
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 3,302
<INT-BEARING-DEPOSITS> 23
<FED-FUNDS-SOLD> 3,234
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 7,044
<INVESTMENTS-CARRYING> 2,136
<INVESTMENTS-MARKET> 2,220
<LOANS> 52,063
<ALLOWANCE> 728
<TOTAL-ASSETS> 71,425
<DEPOSITS> 61,922
<SHORT-TERM> 419
<LIABILITIES-OTHER> 2,427
<LONG-TERM> 2,000
0
0
<COMMON> 298
<OTHER-SE> 4,359
<TOTAL-LIABILITIES-AND-EQUITY> 71,425
<INTEREST-LOAN> 3,521
<INTEREST-INVEST> 343
<INTEREST-OTHER> 228
<INTEREST-TOTAL> 4,092
<INTEREST-DEPOSIT> 1,421
<INTEREST-EXPENSE> 178
<INTEREST-INCOME-NET> 2,493
<LOAN-LOSSES> 156
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 2,126
<INCOME-PRETAX> 696
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 439
<EPS-PRIMARY> 1.47
<EPS-DILUTED> 1.47
<YIELD-ACTUAL> 5.05
<LOANS-NON> 284
<LOANS-PAST> 0
<LOANS-TROUBLED> 191
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 576
<CHARGE-OFFS> 16
<RECOVERIES> 12
<ALLOWANCE-CLOSE> 728
<ALLOWANCE-DOMESTIC> 728
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
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