FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 0-9785
TRI CITY BANKSHARES CORPORATION
-------------------------------
(Exact name of registrant as specified in its charter)
Wisconsin 39-1158740
--------- ----------
(State or other jurisdiction of (IRS Employer ID Number)
incorporation or organization)
6400 S. 27th Street, Oak Creek, WI 53154
-----------------------------------------
(Address of principal executive offices)
(414) 761-1610
--------------
(Registrant's phone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or15(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.
YES X NO
----- -----
The number of shares outstanding of $1.00 par value common stock, as of
September 30, 1997: 2,499,123.
FORM 10-Q
TRI CITY BANKSHARES CORPORATION
INDEX
PART I - FINANCIAL INFORMATION
Page #
Item 1 Financial Statements (Unaudited)
Consolidated Balance Sheets as of
September 30, 1997 and December 31, 1996 3
Consolidated Statements of Income
for the Three Months ended September 30,
1997 and 1996 4
Consolidated Statements of Income
for the Nine Months ended September 30,
1997 and 1996 5
Consolidated Statements of Cash Flows
for the Nine Months ended September 30, 1997
and 1996 6
Notes to Unaudited Consolidated Financial
Statements 7
Item 2 Management's Discussion and Analysis of
Financial Condition and Results of
Operations 9
Item 3 Quantitative and Quantitative
Market Risk Disclosure 16
PART II - OTHER INFORMATION
Items 1 - 6 17
Signatures 18
2
TRI CITY BANKSHARES CORPORATION
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
ASSETS: September 30, December 31,
1997 1996
------------- -------------
Cash and due from banks $ 27,132,683 $ 35,507,815
Federal funds sold 56,800,000 0
------------- -------------
Cash and cash equivalents 83,932,683 35,507,815
Investment securities:
Available-for-sale (at fair value) 7,992,671 10,100,875
Held-to-maturity (fair value of
1997 - 105,558,067
1996 - 115,264,736) 105,238,984 115,374,235
Loans 255,795,763 253,752,225
Allowance for loan losses (3,402,445) (3,010,230)
------------- -------------
Net Loans 252,393,318 250,741,995
Premises and equipment 18,314,167 18,918,098
Other assets 6,552,072 6,013,142
------------- -------------
TOTAL ASSETS $ 474,423,895 $ 436,656,160
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY:
Deposits:
Non-interest bearing $ 115,199,983 $ 103,807,536
Interest bearing (over $100,000) 25,892,000 22,037,030
Interest bearing 243,502,283 255,169,111
------------- -------------
Total Deposits 384,594,266 381,013,677
Short-term borrowings:
Federal funds purchased and
securities sold under agreements
to repurchase 29,400,000 3,200,000
Other 5,648,887 2,199,957
------------- -------------
35,048,887 5,399,957
Other Liabilities 2,574,452 1,530,864
------------- -------------
TOTAL LIABILITIES 422,217,605 387,944,498
Stockholders' equity:
Cumulative
Preferred stock, par value -
$1 per share authorized -
200,000 shares issued and
outstanding-none
Common stock, par value-
$1 per share authorized-
5,000,000 shares Issued and
outstanding:
1997 - 2,499,123 shares;
1996 - 2,486,098 2,499,123 2,486,098
Additional paid in capital 9,097,193 8,750,861
Retained earnings 40,625,363 37,437,024
Net unrealized gains (losses) on
investment securities available-
for-sale (15,389) 37,679
------------- -------------
TOTAL STOCKHOLDERS' EQUITY 52,206,290 48,711,662
------------- -------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 474,423,895 $ 436,656,160
============= =============
See Notes to Unaudited Consolidated Financial Statements.
3
TRI CITY BANKSHARES CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
FOR THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
(UNAUDITED)
1997 1996
------------- -------------
Interest income:
Loans, including fees $ 6,216,480 $ 5,756,065
Investment securities:
Taxable 1,128,370 1,180,946
Exempt from federal income tax 549,299 642,852
Federal funds sold 239,176 70,144
------------- -------------
TOTAL INTEREST INCOME 8,133,325 7,650,007
Interest expense:
Deposits 2,629,385 2,661,749
Short-term borrowings 28,623 44,077
------------- -------------
TOTAL INTEREST EXPENSE 2,658,008 2,705,826
------------- -------------
NET INTEREST INCOME 5,475,317 4,944,181
Provision for loan losses (150,000) (75,000)
------------- -------------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 5,325,317 4,869,181
Other income:
Service charge income 908,408 866,230
Rental income 226,404 226,222
Other 506,729 380,587
------------- -------------
TOTAL OTHER INCOME 1,641,541 1,473,039
Other expense:
Salaries and employee benefits 2,537,224 2,336,659
Net occupancy 646,042 649,941
Equipment 318,928 337,330
Data processing 147,017 121,018
Advertising 120,595 132,241
Regulatory Agency Assessments 36,357 24,193
Office Supplies 121,455 150,475
Other 684,047 674,638
------------- -------------
TOTAL OTHER EXPENSE 4,611,665 4,426,495
Income before income taxes 2,355,193 1,915,725
Provision for income taxes 670,500 442,100
------------- -------------
NET INCOME $ 1,684,693 $ 1,473,625
============= =============
Per share data:
Net income $ 0.67 $ 0.59
Average shares outstanding 2,498,152 2,481,249
See Notes to Unaudited Consolidated Financial Statements.
4
TRI CITY BANKSHARES CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
FOR NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
(UNAUDITED)
1997 1996
------------- -------------
Interest income:
Loans, including fees $ 18,545,104 $ 16,962,762
Investment securities:
Taxable 3,356,056 3,296,912
Exempt from federal income tax 1,876,272 1,787,547
Federal funds sold 246,701 363,793
------------- -------------
TOTAL INTEREST INCOME 24,024,133 22,411,014
Interest expense:
Deposits 7,636,210 7,926,810
Short-term borrowings 326,373 87,851
------------- -------------
TOTAL INTEREST EXPENSE 7,962,583 8,014,661
------------- -------------
NET INTEREST INCOME 16,061,550 14,396,353
Provision for loan losses (450,000) (225,000)
------------- -------------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 15,611,550 14,171,353
Other income:
Service charge income 2,585,909 2,529,825
Rental income 662,481 660,442
Other 1,343,062 1,140,994
------------- -------------
TOTAL OTHER INCOME 4,591,452 4,331,261
Other expense:
Salaries and employee benefits 7,549,298 6,921,773
Net occupancy 1,938,740 1,930,815
Equipment 943,494 958,286
Data processing 457,580 396,682
Advertising 346,878 343,672
Regulatory Agency Assessments 108,772 72,320
Office Supplies 373,803 417,559
Other 1,901,688 2,061,453
------------- -------------
TOTAL OTHER EXPENSE 13,620,253 13,102,560
------------- -------------
Income before income taxes 6,582,749 5,400,054
Provision for income taxes 1,806,500 1,336,700
------------- -------------
NET INCOME $ 4,776,249 $ 4,063,354
============= =============
Per share data:
Net income $ 1.92 $ 1.64
Common stock investment $ 20.88 $ 19.59
Dividends $ 0.638 $ 0.525
Average shares outstanding 2,494,004 2,477,453
See Notes to Unaudited Consolidated Financial Statements.
5
TRI CITY BANKSHARES CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
(UNAUDITED)
1997 1996
------------- -------------
OPERATING ACTIVITIES:
Net income $ 4,776,249 $ 4,063,354
Adjustments to reconcile net
income to net cash provided
by operating activities:
Proceeds from sale of loans
held for sale 5,670,799 4,136,363
Origination of loans held
for sale (5,670,799) (4,136,363)
Amortization of investment
securities premiums and
accretion of discounts 152,008 211,243
Provision for loan losses 450,000 225,000
Provision for depreciation 1,252,111 1,196,943
Increase (decrease) in
interest receivable 108,095 (659,016)
Increase in interest payable 673,966 552,329
Other (246,794) 343,748
------------- -------------
NET CASH PROVIDED BY
OPERATING ACTIVITIES 7,165,635 5,933,601
INVESTING ACTIVITIES:
Available for Sale:
Proceeds from maturities and
redemptions of investment
securities 2,000,000 2,500,000
Held to Maturity:
Proceeds from maturities and
redemptions of investment
securities 17,264,660 17,938,990
Purchase of investment securities (8,048,927) (34,286,930)
Net increase in loans (1,309,290) (12,834,707)
Purchases of premises and equipment (648,180) (734,759)
------------- -------------
NET CASH PROVIDED (USED)
BY INVESTING ACTIVITIES 9,258,263 (27,417,406)
FINANCING ACTIVITIES:
Sale of Common Stock 359,357 293,210
Net increase in deposits 3,580,589 12,160,080
Net increase in short-term
borrowings 29,648,930 4,938,157
Cash dividends (1,587,906) (1,298,916)
------------- -------------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 32,000,970 16,092,531
------------- -------------
INCREASE (DECREASE)IN CASH
AND CASH EQUIVALENTS 48,424,868 (5,391,274)
Cash and cash equivalents at the
beginning of the period 35,507,815 34,725,066
------------- -------------
CASH AND CASH EQUIVALENTS
AT THE END OF THE PERIOD $ 83,932,683 $ 29,333,792
============= =============
See Notes to Unaudited Consolidated Financial Statements.
6
TRI CITY BANKSHARES CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(A) Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. These financial statements should be read in conjunction
with the financial statements and the notes thereto incorporated herein by
reference to the Annual Report on Form 10-K of Tri City Bankshares Corporation
("Tri City") for the year ended December 31, 1996. The December 31, 1996
financial information included herein is derived from the December 31, 1996
Consolidated Balance Sheet of Tri City which is incorporated herein by reference
to the aforesaid Annual Report on Form 10-K. In the opinion of Tri City's
management, the accompanying unaudited consolidated financial statements
contain all adjustments consisting of normal recurring accruals, necessary to
present fairly Tri City's financial position as of September 30, 1997, the
results of its operations for the three month and nine month periods ended
September 30, 1997 and 1996 and its cash flows for the nine month periods ended
September 30, 1997 and 1996. The operating results for the first nine months of
1997 are not necessarily indicative of the results which may be expected for
the entire 1997 fiscal year.
7
(B) Earnings Per Share
In February, 1997, the Financial Accounting Standards Board issued Statement
No. 128, "Earnings per Share" (Statement 128), which is required to be adopted
on December 31, 1997. Statement 128 may not be adopted early. Statement 128
modifies the calculation of earnings per share for companies with common stock
equivalents such as stock options and other potentially dilative securities.
As Tri City does not have any common stock equivalents or other potentially
dilative securities outstanding, the adoption of Statement 128 is not expected
to be material.
8
TRI CITY BANKSHARES CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION
The following discussion contains certain "forward-looking statements,"
including statements concerning objectives and future events of performance, and
other statements which are other than historical fact. Such forward looking
statements are identified by the use of the words "management expects",
"management believes" or similar language. Factors which may cause actual
results to differ materially from those contemplated by such forward-looking
statements include, but are not limited to, the following possibilities:
(i) lower than anticipated loan and deposit growth due to a variety of factors,
including changes in the interest rate environment and an increase in
competitive pressures in the banking and financial services industry;
(ii) insufficient reserves for loan losses; (iii) poorer than expected general
economic conditions; (iv) legislation or regulatory changes which adversely
affect the banking industry; and (v) other unanticipated occurrences.
CHANGES IN FINANCIAL POSITION
During the first nine months of 1997, net assets of Tri City Bankshares (the
"Corporation") grew $37.8 million compared to a growth of $21.0 million during
the first nine months of 1996. Investment securities available for sale
decreased $2.1 million (20.9%) in the first nine months of 1997 compared to a
decrease of $2.8 million (21.9%) during the same period in 1996. The
Corporation's history has shown that management's practice is not to buy and
sell securities but to hold them to maturity or call dates. Therefore,
management does not expect to purchase additional securities classified as
9
"available for sale". Held to maturity investments have also declined $10.1
million (8.8%) in the first three quarters of 1997 compared to an increase of
$16.2 million (16.7%) in the first three quarters of 1996. Management seeks to
purchase similar replacement securities for those which have matured with equal
or higher yields. Because the economy is growing at a nominal rate however, it
is difficult to find similar investments which carry a yield equal to or greater
than those which have been called or have matured. Management in the interim
has placed funds from called or matured investments into federal funds sold
which increased $56.8 million in the first nine months of 1997 compared to a
decrease of $10.9 million during the same period in 1996. A large portion of
this growth was experienced at the end of the third quarter with a customer
deposit of $29.4 million on September 30, 1997.
Loans increased $2.0 million (0.8%) in the first nine months of 1997 compared to
an increase of $12.6 million (5.5%) in the first nine months of 1996.
Management has strived to keep the Corporation's rates and terms on loans
competitive, but the demand for loans has stalled and a few large loans were
lost to the competition for various reasons. The loan review committee is also
very conservative in their approval for new loans, but this has kept the
Corporation's experience rate for non-performing loans at less than 0.5%. The
allowance for loan losses increased $392,000 (13.0%) in the first three quarters
of 1997 compared to a $243,000 increase during the first three quarters of 1996.
The Corporation recorded a large loan charge off in the last quarter of 1996 and
has increased its loan loss provision to restore the allowance for loan loss to
1.35% of net loans.
10
Net premises and equipment decreased $604,000 (3.2%) during the first nine
months of 1997 compared to a decrease of $462,000 (2.4%) during the first nine
months of 1996. During the past two years, the Corporation has not made any
major purchases and this decline in net fixed assets can be attributed to normal
depreciation expense. Other assets have increased $539,000 (9.0%) in the first
three quarters of 1997 compared to an increase of $868,000 (16.9%) during the
same period in 1996. Increases in accrued interest on loans and federal funds
sold account for the increase in other assets.
Total deposits for the Corporation have increased $3.6 million in the first nine
months of 1997 compared to an increase of $12.2 million during the first nine
months of 1996. Non-interest bearing deposits increased $11.4 million (11.0%)
while interest bearing deposits decreased $7.8 million (2.8%) during the first
three quarters of 1997 compared to an increase of $12.5 million (13.8%) and a
decrease of $362,500 (0.1%) in 1996 respectively. Total borrowings for the
Corporation increased $29.6 million during the first nine months of 1997
compared to an increase of $4.9 million in the same period of 1996. The primary
reason for this increase is the purchase of Customer Repurchase Agreements
associated with the large deposit made on September 30, 1997. The increase in
accrued interest associated with the increased deposits accounts for the
majority of increase in other liabilities.
11
LIQUIDITY
Management of the Corporation has always strived to maintain a strong liquidity
position through monitoring the correlation between interest earning assets and
interest bearing liabilities. Fluctuations in interest rates can be the main
cause for the flow of funds either into or out of a financial institution. As
interest rates rise, depositors want to acquire the best yield that they can and
thus deposits may increase, while as rates decrease the demand for loans often
times increases substantially. Management has been diligent in maintaining a
low borrowing position for the Corporation so that as these fluctuations occur,
the Corporation can respond more readily to these changes.
CAPITAL RESOURCES
On January 19, 1997, a new banking facility was opened inside a Pick'n Save food
store located at Clarke Square on the near south side of Milwaukee, Wisconsin.
The cost of this facility was considered nominal and borne by the Corporation's
banking subsidiary. This new banking branch will add to the growth of the
Corporation and help establish a banking subsidiary within the inner boundaries
of Milwaukee.
12
There are no additional plans for major capital expenditures for the remainder
of 1997. Management, however, will consider any opportunities which may present
themselves for the growth and profitability of the Corporation.
RESULTS OF OPERATIONS
Net income for the third quarter of 1997 increased $211,000 (14.3%) as compared
to an increase of $140,000 (10.5%) for the third quarter of 1996. This increase
is attributable primarily to an increase in interest income and fees on loans
and a substantial increase in other income.
Interest income and fees on loans increased $460,000 (8.0%) in the third quarter
of 1997 compared to an increase of $259,000 (4.7%) during the same period in
1996. Loan demand has remained good through the third quarter of 1997. Despite
retirement of certain loans, management expects that the value of loans made
will continue to increase due to increased demand.
Interest income on investment securities decreased $146,000 (8.0%) during the
third quarter of 1997 compared to an increase of $373,000 (25.7%) during the
third quarter of 1996. In keeping with Corporation's investment policy,
management will not invest in derivatives or any other high risk investments in
order to increase net income for the short term. Management continues to look
for investments which will provide the Corporation a good yield but not tie up
funds in a lengthy maturity. Management generally does not buy and sell
securities to enhance the profit of the Corporation, but rather purchases
securities with the intention of holding them until they mature or are called.
13
Interest on federal funds sold increased $169,000 (241.0%) in the third quarter
of 1997 compared to a decrease of $118,000 (62.7%) in the third quarter of 1996.
Interest expense on deposits decreased $32,000 (1.2%) during the third quarter
of 1997 compared to an increase of $222,000 (9.1%) in the third quarter of 1996.
A decrease in time deposit balances accounts for this decrease in interest
expense for the quarter. Because rates have been low and remained steady, funds
from matured certificates of deposit appear to have been placed in other higher
yielding investments. Some of these funds, however, have been retained in money
market and NOW accounts. Interest expense on borrowed funds decreased $15,000
(35.1%) during the third quarter of 1997 compared to a decrease of $3,000 (5.8%)
in the third quarter of 1996.
Other income in the third quarter of 1997 increased $169,000 (11.4%) compared to
an increase of $90,000 (6.7%) in the third quarter of 1996. The increase is
attributed primarily to a surcharge added to Automatic Teller Machine (ATM)
transactions by non-customers. Total other expenses increased $185,000 (4.2%)
during this period in 1997 compared to an increase of $333,000 (8.1%) in 1996.
14
A summarized change in income for the quarters appears below :
Three Months Ended September 30, September 30, 1997
1997 1996 Over(Under)
(Unaudited) (Unaudited) 1996
------------- ------------- -------------
Revenue and Expenses:(000's)
Interest Income $ 8,133 $ 7,650 $ 483
Less: Interest Expense 2,658 2,706 ( 48)
------------- ------------- -------------
Net Interest Income 5,475 4,944 531
Provision for Loan Loss 150 75 75
Other Operating Expense
Net of Other Operating
Revenues 2,970 2,954 16
------------- ------------- -------------
Income Before Income Taxes 2,355 1,915 440
Tax Provision 670 442 228
------------- ------------- -------------
NET INCOME $ 1,685 $ 1,473 $ 212
============= ============= =============
Net income during the first nine months of 1997 increased $713,000 (17.5%)
compared to an increase of $171,000 (4.4%) during the first nine months of 1996.
Interest income and fees on loans contributed heavily to this increase. Despite
the retirement of several loans, loan demand has been stable. Total interest
income increased $1.6 million (7.2%) in the first nine months of 1997 compared
to an increase of $1.9 million (9.2%) during the same period in 1996. This
increase is primarily attributable to an increase in loan activity and interest
rate changes. Total interest expense decreased $52,000 (0.6%) in the nine
months ended September 30, 1997 compared to an increase of $1.1 million (16.3%)
in the nine months ended September 30, 1996. This decrease in expense for 1997
is due to lower yields on time deposits. Interest expense on borrowed funds
increased $239,000 (272.0%) in the first nine months of 1997 compared to a
decrease of $99,000 (53.0%) in the first nine months of 1996, which was not
15
fully offset by the decrease in interest paid on deposits. Total other income
increased $260,000 (6.0%) in the first nine months of 1997 compared to a
decrease of $57,000 (1.3%) in the first nine months of 1996. An ATM surcharge
initiated in June of 1997 accounts for $178,000 of this increase in other
income. During this same period other expenses increased $518,000 (4.0%) in
1997 compared to an increase of $753,000 (6.1%) in 1996.
CAPITAL ADEQUACY
Federal banking regulatory agencies have established capital adequacy rules
which take into account risk attributable to balance sheet assets and off-
balance-sheet activities. All banks and bank holding companies must meet a
minimum risk-based capital ratio of 8.0% of which 4.0% must be comprised of
tier 1 capital. The federal banking agencies also have adopted leverage capital
guidelines which banking organizations must meet. Under these guidelines, the
most highly rated banking organizations must meet a minimum leverage ratio of at
least 3.0% tier 1 capital to total assets, while lower rated banking
organizations must maintain a ratio of at least 4.0% to 5.0%.
As of September 30, 1997, the Corporation has attained a tier 1 capital ratio of
18.95%, total risk-based capital ratio of 20.19% and a leverage ratio of 11.98%.
Item 3. Quantitative and Qualitative Market Rate Disclosure.
None
16
PART II - OTHER INFORMATION
Item 1 Legal Proceedings
None
Item 2 Changes in Securities
None
Item 3 Defaults Upon Senior Securities
None
Item 4 Other Information
None
Item 6 Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit Number Description
-------------- -----------
27 Financial Data Schedule
99 Corporation's Annual Report on Form
10-K for the fiscal year ended
December 31, 1996
(incorporated herein by reference)
(b) Reports on Form 8-K
None
17
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TRI CITY BANKSHARES CORPORATION
DATE: November 12, 1997 /s/Henry Karbiner, Jr.
------------------- -------------------------
Henry Karbiner, Jr.
Executive Vice President,
Secretary/Treasurer
DATE: November 12, 1997 /s/Thomas W. Vierthaler
------------------- -------------------------
Thomas W. Vierthaler
Vice President and Comptroller
(Chief Accounting Officer)
18
EXHIBIT INDEX
Exhibit Number Description
27 Financial Data Schedule
29 Corporation's Annual Report on Form 10-K
for the fiscal year ended December 31, 1996
(Incorporated herein by reference)