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Previous: GARDEN FRESH RESTAURANT CORP /DE/, 10-Q, 1998-04-28 |
Next: ROSEVILLE COMMUNICATIONS CO, DEF 14A, 1998-04-28 |
<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
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 (I.R.S. Employer Identification No.)
of 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 MARCH 31, 1998, THERE WERE 296,715 SHARES OF COMMON STOCK OUTSTANDING
<PAGE> 2
VALRICO BANCORP, INC.
<TABLE>
<CAPTION>
INDEX
PART I. FINANCIAL INFORMATION PAGE NUMBER
<S> <C> <C>
Item 1. Financial Statements
Consolidated balance sheets - March 31, 1998 and
December 31, 1997 3
Consolidated statements of income - Three months
ended March 31, 1998 and 1997 4
Consolidated statement of shareholders' equity - Three months
ended March 31, 1998 and 1997 5
Consolidated statements of cash flows - Three months
ended March 31, 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>
March 31, December 31,
1998 1997
(Unaudited)
----------------- -----------------
<S> <C> <C>
Assets
Cash and Due From $ 3,391,466 $ 3,516,862
Federal Funds Sold 4,202,000 -
Securities Available for Sale 5,377,673 5,511,678
Securities Held to Maturity 2,322,019 2,430,484
Loans 47,810,698 47,872,883
Facilities 2,806,726 2,852,443
Other Real Estate 8,488 -
Accrued Interest Receivable 430,851 468,465
Other Assets 1,125,583 1,149,279
---------------- ----------------
Total Assets $ 67,475,504 $ 63,802,094
================ ================
Liabilities
Deposits:
Demand Deposits $ 11,572,729 $ 9,210,202
NOW Accounts 11,502,568 10,108,131
Money Market Accounts 3,784,430 3,632,693
Savings Accounts 7,250,462 7,267,013
Time, $100,000 and over 5,924,350 6,303,932
Other Time Deposits 18,598,116 18,524,636
---------------- ----------------
Total Deposits 58,632,655 55,046,607
Federal Funds Purchased 2,000,000 1,872,000
Securities Sold Under the Agreement to Repurchase 341,607 499,582
Accounts Payable and Accrued Liabilities 525,352 474,615
Mortgage Payable 1,259,910 1,272,191
Loan Payable 399,950 399,950
---------------- ----------------
Total Liabilities 63,159,474 59,564,945
---------------- ----------------
Commitments and Contingencies
StockHolders' Equity
CommonStock, No Par Value, Authorized 1,000,000
shares, issued and outstanding
296,715 on Mar 31, 1998
Issued and outstanding 299,115 on Dec. 31, 1997 296,715 299,115
Capital Surplus 2,399,945 2,431,145
Retained Earnings 1,638,719 1,515,796
Net Unrealized Holding Losses on Securities (19,349) (8,907)
----------------- ----------------
Total Stockholders Equity 4,316,030 4,237,149
----------------- ----------------
Total Liabilities and Stockholders Equity $ 67,475,504 $ 63,802,094
================= ================
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
3
<PAGE> 4
VALRICO BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
1998 1997
-------------------- --------------------
<S> <C> <C>
Interest Income
Interest and Fees on Loans $ 1,144,071 $ 903,472
Interest on Investment Securities 121,928 160,253
Income on Federal Funds Sold 18,963 15,607
------------------- -------------------
Total Interest Income 1,284,962 1,079,332
------------------- -------------------
Interest Expense
Interest on Deposits 447,576 377,914
Interest on Federal Funds Purchased and Securities
Sold Under Agreement to Repurchase 51,253 17,828
------------------- -------------------
Total Interest Expense 498,829 395,742
------------------- -------------------
Net Interest Income 786,133 683,590
Provision for Loan Losses 48,000 30,000
------------------- -------------------
Net Interest Income after Provision for Loan Losses 738,133 653,590
------------------- -------------------
Other Income:
Service Charge on Deposit Accounts 135,601 92,083
Miscellaneous Income 21,091 23,872
------------------- -------------------
Total Other Income 156,692 115,955
------------------- -------------------
Other Expenses:
Salaries and Employee Benefits 361,743 287,493
Occupancy Expense 66,365 81,148
Equipment Expense 65,455 62,477
Stationary, Printing, and Supplies 27,869 19,804
Miscellaneous Expenses 183,974 148,252
------------------- -------------------
Total Other Expenses 705,406 599,174
------------------- -------------------
Income Before Income Taxes 189,419 170,371
Income Taxes 66,500 66,673
------------------- -------------------
Net Income $ 122,919 $ 103,698
=================== ===================
Per share Information:
Average Shares Outstanding 297,915 296,845
=================== ===================
Net Income Per Share $ 0.41 $ 0.35
=================== ===================
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
<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, 1997 $ 299,115 $2,431,145 $1,515,800 $ (8,907) $ 4,237,153
Net Income - - 122,919 - 122,919
Stock Redemption (2,400) (31,200) - - (33,600)
Net Change in Net Unrealized
holding losses on securities
- - - (10,442) (10,442)
---------- ----------- ----------- ----------------- ----------------
Balance, March 31, 1998 $ 296,715 $2,399,945 $1,638,719 $ (19,349) $ 4,316,030
========== =========== =========== ================= ================
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
========== =========== =========== ================= ================
</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,
1998 1997
------------------ -------------------
<S> <C> <C>
Cash Flows from Operating Activities
Net Income $ 122,919 $ 103,698
Adjustments to Reconcile net income to net
Cash provided by (used in) operating activities:
Provision for Loan Losses 48,000 30,000
Depreciation and amortization 65,468 57,866
Net amortization (accretion) of investments
Security premiums and discounts 2,183 3,616
(Increase) Decrease in assets:
Accrued Interest Receivable 37,614 20,666
Other Assets 23,696 1,655
Increase (Decrease) in liabilities
Accounts payable and Accrued Liabilities 50,737 (28,540)
----------------- ------------------
Net Cash provided by (used in) operating
Activities 350,617 188,961
Cash flows from investing activities
Securities available for sale:
Purchase of investment securities - (16,000)
Proceeds from maturities of investment securities 46,093 50,590
Securities to be Held to Maturity:
Proceeds form maturities of investment securities 109,195 253,058
(Increase) Decrease in Federal Funds Sold (4,202,000) (1,579,000)
Net (Increase) Decrease in Loans 77,762 (142,212)
Purchase of facilities (17,255) (1,712,375)
----------------- ------------------
Net Cash provided by (used in) Investing Activities (3,986,205) (3,145,939)
Cash flows form financing activities:
Increase (Decrease) in deposits 3,586,048 2,435,503
Increase (Decrease) in Federal funds purchased 128,000 (100,000)
Net increase (Decrease) in securities sold under agreement
to repurchase (157,975) 116,279
Net increase (Decrease) in notes payable (12,281) 1,704,774
Sale (redemption) of Common Stock (33,600) -
----------------- -------------------
Net Cash Provided by (used by) financing activities 3,510,192 4,156,556
Net increase (decrease) in cash (125,396) 1,199,578
Cash, beginning of period 3,516,862 3,677,677
----------------- ------------------
Cash, ending of period $ 3,391,466 $ 4,877,255
================= ==================
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the period
for:
Interest 498,829 447,621
Income taxes - 12,602
</TABLE>
6
<PAGE> 7
VALRICO BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
MARCH 31, 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 296,715 as of March 31, 1998, and 296,845
as of March 31, 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 approaching its
ninth full year of operation. During the first quarter for the three months
ended March 31, 1998, the Bank experienced a growth in deposits with an increase
of $3,586,048 or 6.5%. Demand deposits, primarily non-interest bearing, had the
highest percentage of growth at 25.7%, or an increase of 2,362,527 in the first
quarter ended March 31, 1998.
Loan growth decreased $62,185 or .13% for the first quarter ended March 31,
1998. This decrease in loans is attributed to the decline of agricultural loan
outstanding, which normally occurs during this time of year, and not to a
softening of loan demand in the area. The allowance for credit losses at March
31, 1998 was at $630,330 compared to $576,347 at December 31, 1997. The Bank had
$1,106 in charge-offs and had recoveries in the amount of $7,089 during the
three months ended March 31, 1998, and has no nonperforming loans as of March
31, 1998. A total of $48,000 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 $0 and $232,000 at March 31, 1998 and 1997,
respectively. Loans 90 days or more past due amounted to $66,357 and $27,000 at
March 31, 1998 and 1997, respectively. There were restructured loans in the
amount of $50,000 and $0 at March 31, 1998 and 1997, respectively. The following
table sets forth a summary of loan loss experience:
<TABLE>
<CAPTION>
Analysis of the Allowance for Loan Losses
March 31, 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 1,106 49,471
Lease Financing - -
--------------- -----------------
1,106 262,719
--------------- -----------------
Recoveries:
Commercial, Financial and Agricultural 1,489 27,237
Real Estate-Construction - -
Real Estate-Mortgage - -
Installment Loans to Individuals 5,600 11,325
Lease Financing - -
--------------- -----------------
7,089 38,562
--------------- -----------------
Net Recoveries 5,983 (224,157)
Additions Charged to Operation 48,000 300,000
--------------- -----------------
Balance at end of Period $ 630,330 $ 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 first quarter was $122,919 or $.41 per share
which compares to $103,698 or $.35 per share for the first quarter of 1997. This
represents an increase over the comparable quarter of $19,221 which is
attributable mostly to an increase in loans and related revenues.
Salaries and benefits represent 51.3% of non-interest expenses for the three
months ended March 31, 1998, compared to 48.0% for the three months ended March
31, 1997. Salary expense for the three months ended March 31, 1998 increased
25.8% over the same period for 1997.
The Tier I capital ratio was 6.46% and Total Capital ratio was 7.43% at March
31, 1998. The tier I capital to total risk-weighted assets ratio was 8.56% at
March 31, 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 April 28, 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
<PAGE> 12
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
------- --- -----------
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-01-1998
<CASH> 3328
<INT-BEARING-DEPOSITS> 63
<FED-FUNDS-SOLD> 4202
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 5609
<INVESTMENTS-CARRYING> 2341
<INVESTMENTS-MARKET> 2394
<LOANS> 48441
<ALLOWANCE> 630
<TOTAL-ASSETS> 67476
<DEPOSITS> 58633
<SHORT-TERM> 342
<LIABILITIES-OTHER> 2000
<LONG-TERM> 0
0
0
<COMMON> 297
<OTHER-SE> 4019
<TOTAL-LIABILITIES-AND-EQUITY> 67476
<INTEREST-LOAN> 1144
<INTEREST-INVEST> 122
<INTEREST-OTHER> 19
<INTEREST-TOTAL> 448
<INTEREST-DEPOSIT> 51
<INTEREST-EXPENSE> 499
<INTEREST-INCOME-NET> 786
<LOAN-LOSSES> 48
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 705
<INCOME-PRETAX> 189
<INCOME-PRE-EXTRAORDINARY> 189
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 123
<EPS-PRIMARY> 0.41
<EPS-DILUTED> 0.41
<YIELD-ACTUAL> 5.09
<LOANS-NON> 0
<LOANS-PAST> 1313
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 576
<CHARGE-OFFS> 1
<RECOVERIES> 7
<ALLOWANCE-CLOSE> 630
<ALLOWANCE-DOMESTIC> 630
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
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