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<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 March 31, 2000
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 ------------------------------------
incorporation of organization) (I.R.S. Employee Identification No.)
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, 2000, THERE WERE 301,509 SHARES OF COMMON STOCK OUTSTANDING
<PAGE> 2
VALRICO BANCORP, INC.
INDEX
PAGE NUMBER
PART I. INDEPENDENT AUDITORS REPORT 3
PART II. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated balance sheets - March 31, 2000 and
December 31, 1999 4
Consolidated statements of income - Three months ended
March 31, 2000 and 1999 5
Consolidated statement of shareholders' equity -
Three months ended March 31, 2000 and 1999 6
Consolidated statements of cash flows - Three months ended
March 31, 2000 and 1999 7
Notes to consolidated financial statements 8
Item 2. Management's' Discussion and Analysis of Financial
Condition and Results of Operations 9
PART III. OTHER INFORMATION 11
SIGNATURES 12
2
<PAGE> 3
INDEPENDENT ACCOUNTANT'S REPORT
To the Board of Directors and Stockholders
Valrico Bancorp, Inc. and Subsidiary
Valrico, Florida
We have reviewed the accompanying balance sheet of Valrico Bancorp, Inc. and
consolidated subsidiary as of March 31, 2000, and their statements of income,
statements of shareholders' equity and statements of cash flows for the three
month periods ended as of March 31, 1999, and March 31, 2000. These financial
statements are the responsibility of the company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquires of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements for them to be in conformity
with generally accepted accounting principles.
Rex Meighen & Company
Certified Public Accountants
Tampa, Florida
April 8, 2000
3
<PAGE> 4
VALRICO BANCORP, INC.
CONSOLIDATED BALANCE SHEETS
(unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
--------- ------------
(In thousands)
<S> <C> <C>
ASSETS
Cash and Non Interest Bearing Deposits $ 6,325 $ 6,787
Federal Funds Sold 7,651 509
Securities Available for Sale 7,125 7,295
Securities Held to Maturity 1,822 1,839
Loans 62,502 62,385
Facilities 3,493 3,504
Other Real Estate 1 1
Accrued Interest Receivable 546 580
Other Assets 1,433 1,466
-------- --------
Total Assets $ 90,898 $ 84,366
======== ========
LIABILITIES
Deposits:
Demand Deposits $ 15,904 $ 13,080
NOW Accounts 16,423 15,110
Money Market Accounts 6,497 5,780
Savings Accounts 10,384 9,894
Time, $100,000 and over 8,904 8,850
Other Time Deposits 21,521 21,019
-------- --------
Total Deposits 79,633 73,733
Securities Sold Under the Agreement to Repurchase 892 672
Accounts Payable and Accrued Liabilities 821 572
Long Term Loans Payable 3,153 3,168
Loans Payable 970 970
-------- --------
Total Liabilities 85,469 79,115
-------- --------
Commitments and Contingencies
StockHolders Equity
Common Stock, No Par Value, Authorized 1,000,000
shares, issued and outstanding 301,509 on March 31, 2000
Issued and outstanding 301,509 on Dec. 31, 1999 302 302
Capital Surplus 2,450 2,450
Retained Earnings 2,862 2,643
Accumulated Other Comprehensive Income (185) (144)
-------- --------
Total Stockholders Equity 5,429 5,251
-------- --------
Total Liabilities and Stockholders Equity $ 90,898 $ 84,366
======== ========
</TABLE>
See Independent Accountant's Report and Notes to Consolidated Financial
Statements
4
<PAGE> 5
VALRICO BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
2000 1999
-------- --------
(In thousands except
for per share data)
<S> <C> <C>
Interest Income
Interest and Fees on Loans $ 1,511 $ 1,281
Interest on Investment Securities 133 121
Income on Federal Funds Sold 68 89
-------- --------
Total Interest Income 1,712 1,491
-------- --------
Interest Expense
Interest on Deposits 571 539
Other Interest 77 72
-------- --------
Total Interest Expense 648 611
-------- --------
Net Interest Income 1,064 879
Provision for Loan Losses 70 24
-------- --------
Net Interest Income after
Provision for loan losses 994 855
-------- --------
Other Income:
Service Charge on Deposit Accounts 191 153
Miscellaneous Income 29 26
-------- --------
Total Other Income 220 179
-------- --------
Other Expenses:
Salaries and Employee Benefits 521 410
Occupancy Expense 79 92
Equipment Expense 80 88
Stationary, Printing, and Supplies 31 41
Miscellaneous Expenses 150 194
-------- --------
Total Other Expenses 861 826
-------- --------
Income Before Income Taxes 353 208
Income Taxes 134 75
-------- --------
Net Income $ 219 $ 133
======== ========
Per share Information:
Average Shares Outstanding 301,509 307,457
======== ========
Net Income Per Share $ 0.72 $ 0.43
======== ========
</TABLE>
See Independent Accountant's Report and Notes to Consolidated Financial
Statements
5
<PAGE> 6
VALRICO BANCORP, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(UNAUDITED)
(In Thousands)
<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, 1999 $302 $2,450 $2,643 $(144) $5,251
Net Income 219 219
Stock Redemption
Net Change in Net Unrealized
holding losses on securities (41) (41)
---- ------ ------ ----- ------
Balance, March 31, 2000 $302 $2,450 $2,862 $(185) $5,429
==== ====== ====== ===== ======
Balance, December 31, 1998 $308 $2,566 $2,041 $ 9 $4,924
Net Income 133 133
Stock Redemption (1) (15) (16)
Net Change in Net Unrealized
holding losses on securities (27) (27)
---- ------ ------ ----- ------
Balance, March 31, 1999 $307 $2,551 $2,174 $ (18) $5,014
==== ====== ====== ===== ======
</TABLE>
See Independent Accountant's Report and Notes to Consolidated Financial
Statements
6
<PAGE> 7
VALRICO BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
2000 1999
------- -------
(In thousands)
<S> <C> <C>
Cash Flows from Operating Activities
Net Income $ 219 $ 133
Adjustments to Reconcile net income to net
Cash provided by (used in) operating activities:
Provision for Loan Losses 70 24
Depreciation and amortization 67 76
Net amortization (accretion) of investments
Security premiums and discounts 2 3
(Increase) Decrease in assets:
Accrued Interest Receivable 34 19
Other Assets (83) (93)
Increase (Decrease) in liabilities
Accounts payable and Accrued Liabilities 192 171
------- -------
Net Cash provided by (used in ) operating
Activities 501 334
------- -------
Cash flows from investing activities Securities available for sale:
Purchase of investment securities -- --
Proceeds from maturities of investment securities 95 202
Securities to be Held to Maturity:
Proceeds from maturities of investment securities 27 70
(Increase) Decrease in Deferred income tax -- --
(Increase) Decrease in Federal Funds Sold (7,142) (1,407)
Net (Increase) Decrease in Loans (6) 292
Purchase of facilities (45) (250)
Proceeds from the sale of Other Real Estate -- --
------- -------
Net Cash provided by (used in) Investing Activities (7,071) (1,093)
------- -------
Cash flows form financing activities:
Increase (Decrease) in deposits 5,902 1,244
Increase (Decrease) in Federal funds purchased -- --
Net increase (Decrease) in securities sold under agreement
to repurchase 220 (26)
Net increase (Decrease)in notes payable (14) 186
Sale (redemption) of Common Stock -- (16)
------- -------
Net Cash Provided by (used by) financing activities 6,108 1,388
------- -------
Net increase (decrease) in cash (462) 630
Cash, beginning of period 6,787 4,454
------- -------
Cash, ending of period $ 6,325 $ 5,084
======= =======
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest $ 627 $ 611
Income taxes $ 0 $ 417
Loans Transferred to foreclosed real estate during the year $ -- $ 102
</TABLE>
See Independent Accountant's Report and Notes to Consolidated Financial
Statements
7
<PAGE> 8
VALRICO BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
March 31, 2000
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 301,509 as of March 31, 2000, and 307,457
as of March 31, 1999.
8
<PAGE> 9
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 three months ended March 31, 2000, the Bank experienced
a growth in deposits with an increase of $5,900,000 or 8.0%. Demand Deposit
Accounts had the highest percentage of growth at 21.6%, or an increase of
$2,824,000 in the three months ended March 31, 2000.
Loan growth increased $80,000 or 0.1% for the three months ended March 31, 2000.
The allowance for credit losses at March 31, 2000 was at $818,000 compared to
$778,000 at December 31, 1999. The Bank had $49,000 in charge-offs and had
recoveries in the amount of $19,000 during the three months ended March 31,
2000, and has loan classified as troubled in the amount of $27,000 as of March
31, 2000. A total of $70,000 was expensed for provision for loan losses during
the period. Management considers the allowance to be adequate at this time.
Nonaccrual loans amounted to $0 and $0 at March 31, 2000 and 1999, respectively.
Loans 90 days or more past due amounted to $314,000 and $0 at March 31, 2000 and
1999, respectively. There were restructured loans in the amount of $51,000 and
$53,000 at March 31, 2000 and 1999, respectively. The following table sets forth
a summary of loan loss experience:
Analysis of the Allowance for Loan Losses
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
-------- ------------
<S> <C> <C>
Balance at Beginning of Period $ 778 $ 776
----- -----
Charge-offs:
Commercial, Financial and Agricultural 45 57
Real Estate-Construction -- --
Real Estate-Mortgage -- 16
Installment Loans to Individuals 4 29
Lease Financing -- --
----- -----
Total Charge-offs 49 102
----- -----
Recoveries:
Commercial, Financial and Agricultural 18 2
Real Estate-Construction -- --
Real Estate-Mortgage -- --
Installment Loans to Individuals 1 1
Lease Financing -- --
----- -----
Total Recoveries 19 3
----- -----
Net Charge-offs (30) (99)
Additions Charged to Operation 70 101
----- -----
Balance at end of Period $ 818 $ 778
===== =====
Ratio of Net Charge-offs during the period to average loans
outstanding during the period -0.04% -.17%
===== =====
</TABLE>
9
<PAGE> 10
VALRICO BANCORP, INC.
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
Consolidated net income for the three months ending March 31, 2000 was $219,000
or $0.72 per share which compares to $133,000 or $0.43 per share for the same
period in 1999. This represents an increase over the comparable quarter of
$86,000, which is attributable mostly to an increase in loans and related fees.
Salaries and benefits represent 60.5% of non-interest expenses for the three
months ended March 31, 2000, compared to 49.7% for the three months ended March
31, 1999. Salary expense for the three months ended March 31, 2000 increased
27.1% over the same period for 1999. This increase is primarily due to the
addition of new support staff to cover the increasing work of all of our
locations.
The Tier I capital ratio was 7.03% and Total Capital ratio was 7.41% at March
31, 2000. The tier I capital to total risk-weighted assets ratio was 8.91% at
March 31, 2000.
10
<PAGE> 11
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibit
- -------
27.1 Financial Data Schedule
No reports on Form 8-K were filed for the quarter ended March 31, 2000.
11
<PAGE> 12
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on May 8th, 2000 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
12
<TABLE> <S> <C>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 6,174
<INT-BEARING-DEPOSITS> 151
<FED-FUNDS-SOLD> 7,989
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 7,125
<INVESTMENTS-CARRYING> 1,822
<INVESTMENTS-MARKET> 1,826
<LOANS> 63,319
<ALLOWANCE> 818
<TOTAL-ASSETS> 90,898
<DEPOSITS> 79,633
<SHORT-TERM> 1,862
<LIABILITIES-OTHER> 821
<LONG-TERM> 3,153
0
0
<COMMON> 302
<OTHER-SE> 2,450
<TOTAL-LIABILITIES-AND-EQUITY> 90,898
<INTEREST-LOAN> 1,511
<INTEREST-INVEST> 133
<INTEREST-OTHER> 68
<INTEREST-TOTAL> 1,712
<INTEREST-DEPOSIT> 571
<INTEREST-EXPENSE> 648
<INTEREST-INCOME-NET> 1,064
<LOAN-LOSSES> 70
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 861
<INCOME-PRETAX> 353
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 219
<EPS-BASIC> 0.72
<EPS-DILUTED> 0.72
<YIELD-ACTUAL> 4.85
<LOANS-NON> 0
<LOANS-PAST> 314
<LOANS-TROUBLED> 27
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 778
<CHARGE-OFFS> 49
<RECOVERIES> 19
<ALLOWANCE-CLOSE> 818
<ALLOWANCE-DOMESTIC> 818
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
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