FORM 10-QSB
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SECURITIES AND EXCHANGE COMMISSION
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Washington, DC 20549
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QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
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OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended June 30, 2000
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Commission File Number: 0-25290
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Twin City Bancorp, Inc.
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(Exact name of small business issuer as specified in its charter)
Tennessee 62-1582947
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(State of incorporation) (I.R.S. Employer
Identification No.)
310 State Street, Bristol Tennessee 37620
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (423) 989-4400
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Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such requirements for the past sixty days: Yes X No
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As of June 30, 2000, there are 1,121,388 shares of the issuer's Common
Stock, par value $1.00 per share, outstanding.
Transitional small business disclosure format (check one): Yes No X
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TWIN CITY BANCORP, INC. AND SUBSIDIARIES
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Bristol, Tennessee
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INDEX
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets - (Unaudited) as of December 31, 1999
and June 30, 2000
Consolidated Statements of Comprehensive Income - (Unaudited) for
the six and three-month periods ended June 30, 1999 and 2000
Consolidated Statements of Cash Flows - (Unaudited) for the
six-month periods ended June 30, 1999 and 2000
Notes to (Unaudited) Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Part II. Other Information
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
TWIN CITY BANCORP, INC.
AND SUBSIDIARIES
Consolidated Balance Sheets
(unaudited)
(in thousands, except share data)
December 31, June 30,
1999 2000
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Assets
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Cash and due from banks $ 2,998 $ 1,140
Interest-earning deposits 2,277 3,718
Investment securities (amortized cost - $4
and $4) 4 4
Loans receivable, net 87,202 93,007
Loans held for sale 172 477
Mortgage-backed securities (amortized
cost - $17,759 and $ 18,786) 17,075 18,130
Premises and equipment, net 3,487 4,048
Real estate, net 85 180
Federal Home Loan Bank stock 829 669
Interest receivable 244 719
Other 1,638 1,819
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Total assets $ 116,011 $ 123,911
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(continued on next page)
December 31, June 30,
1999 2000
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Liabilities and Stockholders' Equity
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Deposits $ 92,165 $ 96,099
Federal Home Loan Bank advances 8,850 11,550
Advance payments by borrowers for
taxes and insurance 274 1,004
Accrued expenses and other liabilities 436 458
Income taxes payable:
Current 69 153
Deferred 690 700
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Total liabilities 102,484 109,964
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Stockholders' Equity
Common stock ($1 par value, 8,000,000
shares authorized; 1,219,430 shares issued;
1,121,388 outstanding at December 31, 1999 and
June 30, 2000) 1,220 1,220
Paid-in capital 7,003 7,039
Retained earnings, substantially restricted 7,513 7,803
Accumulated other comprehensive income (loss) (423) (407)
Treasury stock, 98,042 shares, at cost (1,385) (1,385)
Unearned compensation:
Employee stock ownership plan (359) (323)
Management recognition plan (42) --
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Total stockholders' equity 13,527 13,947
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Total liabilities and stockholders' equity $ 116,011 $ 123,911
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The accompanying notes are an integral part of these consolidated financial
statements.
TWIN CITY BANCORP, INC.
AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
(unaudited)
(in thousands, except per share data)
Six Months Ended Three Months Ended
June 30 June 30
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1999 2000 1999 2000
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Interest income:
Loan $ 3,547 $ 3,672 $ 1,776 $ 1,877
Mortgage-backed securities 482 588 253 309
Investment securities 57 32 26 15
Interest-earning deposits 99 51 47 28
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Total interest income 4,185 4,343 2,102 2,229
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Interest expense:
Deposits 1,835 2,136 924 1,091
Federal Home Loan
Bank advances 209 225 105 127
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Total interest expense 2,044 2,361 1,029 1,218
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Net interest income 2,141 1,982 1,073 1,011
Provision for loan losses 80 1 45 --
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Net interest income after
provision for loan losses 2,061 1,981 1,028 1,011
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Non-interest income:
Loan fees and service charges 132 174 72 73
Insurance commission and fees 37 30 18 15
Gain on sale of loans 268 130 142 60
Other 20 17 12 10
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Total non-interest income 457 351 244 158
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Non-interest expense:
Compensation and employee
benefits 880 825 444 417
Net occupancy expense 185 199 87 101
Deposit insurance premiums 27 10 13 5
Data processing 155 180 84 93
Other 271 275 135 146
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Total non-interest expense 1,518 1,489 763 762
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(continued on next page)
TWIN CITY BANCORP, INC.
AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income (continued)
(unaudited)
(in thousands, except per share data)
Six Months Ended Three Months Ended
June 30 June 30
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1999 2000 1999 2000
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Income before income taxes $ 1,000 $ 843 $ 509 $ 407
Income tax expense 398 339 202 165
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Net income 602 504 307 242
Other comprehensive income:
Net unrealized gains (losses) on
securities available for sale,
net of tax expense (benefit) of ($113)
and $10 respectively, for the six
months ended June 30, 1999 and 2000,
and ($113) and $1 for the three months
ended June 30, 1999 and 2000 (183) 16 (182) 3
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Comprehensive income $ 419 $ 520 $ 125 $ 245
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Basic net income per share $ .54 $ .47 $ .28 $ .22
Diluted net income per share $ .52 $ .46 $ .27 $ .22
Dividends paid per share $ .25 $ .20 $ .10 $ .10
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The accompanying notes are an integral part of these consolidated financial
statements.
TWIN CITY BANCORP, INC.
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(unaudited)
(in thousands)
Six Months Ended June 30,
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1999 2000
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Net cash provided (used) by operating activities $ 1,121 $ (133)
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Cash flows from investing activities:
Maturities of investment securities 1,000 --
Proceeds from sale of FHLB stock -- 186
Principal payments on mortgage-backed securities 2,373 1,460
Purchase of mortgage-backed securities
classified as available for sale (3,034) --
Net decrease (increase) in loans originated (6,534) (5,282)
Purchase of loans (2,132) (3,112)
Premiums invested in life insurance -- (4)
Proceeds from sale of real estate 121 --
Purchase of premises and equipment (82) (683)
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Net cash provided (used) by investing activities (8,288) (7,435)
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Cash flows from financing activities:
Net increase (decrease) in deposits 930 3,934
Increase in advance payments by borrowers
for taxes and insurance 774 730
Proceeds from FHLB advance -- 2,700
Dividends paid (301) (213)
Acquisition of treasury stock (670) --
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Net cash provided (used) by financing activities 733 7,151
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Net decrease in cash (6,434) (417)
Cash at beginning of period 10,341 5,275
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Cash at end of period $ 3,907 $ 4,858
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Supplemental disclosures:
Noncash investing and financing activities:
Loans sold in exchange for mortgage-backed securities $ 3,136 $ 2,505
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Foreclosed real estate $ 29 $ 96
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Cash paid during the period for:
Interest $ 2,048 $ 2,305
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Income taxes $ 267 $ 264
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The accompanying notes are an integral part of these consolidated financial
statements.
TWIN CITY BANCORP, INC.
AND SUBSIDIARIES
NOTES TO (UNAUDITED) CONSOLIDATED
FINANCIAL STATEMENTS
Note 1 - Basis of Presentation and Principles of Consolidation
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The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and in accordance with the instructions to Form 10-QSB.
Accordingly, they do not include all of the disclosures required by generally
accepted accounting principles for complete financial statements. These
consolidated financial statements include the accounts of Twin City Bancorp,
Inc. (the "Company") and its subsidiary, Twin City Federal Savings Bank (the
"Bank"), and the Bank's wholly owned subsidiaries, TCF Investors, Inc. and
Magnolia Investment, Inc., and in consolidation all significant intercompany
items are eliminated. In the opinion of management, all adjustments necessary
for a fair presentation of the results of operations for the interim periods
presented have been made. Such adjustments were of a normal recurring nature.
The results of operations for the 2000 interim periods are not necessarily
indicative of the results that may be expected for the entire fiscal year.
It is suggested that these consolidated financial statements be read in
conjunction with the audited consolidated financial statements and notes thereto
for the Company for the year ended December 31, 1999 which are included in the
Form 10-KSB (file no. 0-25290).
Note 2 - Cash Flow Information
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As presented in the consolidated statements of cash flows, cash and cash
equivalents include cash on hand and interest-earning deposits in other banks.
The Company considers all highly liquid instruments with original maturities of
three months or less to be cash equivalents.
Item 2. Management's Discussion and Analysis of Financial Condition and
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Results of Operations
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GENERAL
The following discussion and analysis is intended to assist in understanding the
financial condition and the results of operations of the Company. References to
the "Company" include Twin City Bancorp, Inc. and/or Twin City Federal Savings
Bank and its subsidiaries, as appropriate.
FORWARD-LOOKING STATEMENTS
When used in this discussion and elsewhere in this Quarterly Report on Form
10-QSB, the words or phrases "will likely result," "are expected to," "will
continue," "is anticipated," "estimate," "project" or similar expressions are
intended to identify "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. The Company cautions readers
not to place undue reliance on any such forward-looking statements, which speak
only as of the date made, and advises readers that various factors, including
regional and national economic conditions, substantial changes in levels of
market interest rates, credit and other risks of lending and investment
activities and competitive and regulatory factors could affect the Company's
financial performance and could cause the Company's actual results for future
periods to differ materially from those anticipated or projected. The Company
does not undertake and specifically disclaims any obligation to update any
forward-looking statements to reflect occurrence of anticipated or unanticipated
events or circumstances after the date of such statements.
PROPOSED BUSINESS COMBINATION
On July 18, 2000, the Company and the Bank entered into an Agreement and
Plan of Merger (the "Merger Agreement") with Citco Community Bancshares, Inc.
("Citco") and its wholly owned subsidiary, Citizens Bank, pursuant to which the
Company will merge with and into Citco (the "Merger"). As a result of the
Merger, each outstanding share of the Company's common stock, par value $1.00
per share (the "Common Stock"), will be converted into the right to receive
$17.15 in cash subject to possible adjustment in the event the costs of
terminating certain benefit plans exceed certain thresholds (the "Exchange
Price"). The Merger is conditioned upon, among other things, approval by
Company's shareholders and the receipt of certain regulatory and governmental
approvals. In connection with the Merger Agreement, the Company has entered into
a Stock Option Agreement (the "Option Agreement") pursuant to which the Company
has granted Citco the right, upon the terms and subject to the conditions set
forth in the Option Agreement to purchase up to 223,156 shares (or 19.9%) of the
Common Stock at a price of $15.50 per share, subject to certain adjustments. The
parties anticipate that the Merger will close during the fourth quarter of the
current year.
COMPARISON OF FINANCIAL CONDITION AT JUNE 30, 2000 AND DECEMBER 31, 1999
The Company's total consolidated assets increased $7.9 million, or 6.8% to
$123.9 million at June 30, 2000 from $116.0 million at December 31, 1999. Net
loans receivable increased $5.8 million or 6.7% from $87.2 million at December
31, 1999 to $93.0 million at June 30, 2000. The Company continues to sell a
majority of its fixed-rate originations in the secondary market servicing
retained without recourse. The Company's portfolio of mortgage-backed securities
increased $1.0 million or 6.2% from $17.1 million at December 31, 1999 to $18.1
million at June 30, 2000. A part of this net increase of mortgage-backed
securities was $2.5 million of loans that were swapped for mortgage-backed
securities. Cash and due from banks and interest-earning deposits decreased
$417,000 from $5.3 million at December 31, 1999 to $4.9 million at June 30,
2000.
Deposits increased $3.9 million, or 4.3% from $92.2 million at December 31, 1999
to $96.1 million at June 30, 2000 through the Company's marketing efforts and
ability to attract new deposits. The Company borrowings from the Federal Home
Loan Bank were $11.6 million at June 30, 2000 and provide an additional source
of liquidity.
Stockholders' equity has increased $420,000 or 3.1% from December 31, 1999 to
June 30, 2000. The Company posted comprehensive income of $520,000 for the six
months ended June 30, 2000 while paying dividends of $0.20 per share of common
stock, or $213,000. During the six months ended June 30, 2000, the Company
recognized compensation earned in the amount of $114,000 from the Employee Stock
Ownership Plan and the Management Recognition Plan. There were no repurchases of
common stock during the six months ended June 30, 2000.
The Company opened a new branch in Bristol, Virginia in May 2000.
COMPARISON OF RESULTS OF OPERATIONS
Net income was $504,000 or $0.46 diluted earnings per share for the six months
ended June 30, 2000 compared to $602,000 or $0.52 diluted earnings per share for
the six months ended June 30, 1999. For the three months ended June 30, 2000,
net income was $242,000 or $0.22 diluted earnings per share compared to $307,000
or $0.27 diluted earnings per share for the three months ended June 30, 1999.
The decline in net income was attributable to lower net interest income and
non-interest income with offsetting reductions in non-interest expense and the
provision for loan losses.
Net interest income for the six months ended June 30, 2000 decreased $159,000 as
compared to the six months ended June 30, 1999, and for the three months ended
June 30, 2000 decreased $62,000 compared to the three months ended June 30,
1999. The changes are directly attributable to net changes in the volume of
interest earning assets over interest bearing liabilities and changes in the
interest rate spread. The interest rate spread decreased from 3.50% for the six
months ended June 30, 1999 to 3.20% for the six months ended June 30, 2000 and
decreased from 3.48% for the three months ended June 30, 1999 to 3.24% for the
three months ended June 30, 2000. Net interest margin decreased from 3.93% for
the six months ended June 30, 1999 to 3.52% for the six months ended June 30,
2000 and decreased from 3.91% for the three months ended June 30, 1999 to 3.56%
for the three months ended June 30, 2000. The Company
continues to see the net interest margin being affected by the rate increases
which have required the Company to increase deposit rates more quickly that its
loan portfolio has been able to adjust. The average yield on interest-earning
assets increased 3 basis points from 7.68% for the six months ended June 30,
1999 to 7.71% for the six months ended June 30, 2000 and increased 20 basis
points from 7.65% for the three months ended June 30, 1999 to 7.85% for the
three months ended June 30, 2000. The average balance of interest-earning assets
was $108.9 million for the six months ended June 30, 1999 as compared to $112.6
million for the six months ended June 30, 2000.
The average cost on interest-bearing liabilities increased from 4.18% for the
six months ended June 30, 1999 to 4.51% for the six months ended June 30, 2000
and increased from 4.17% for the three months ended June 30, 1999 to 4.61% for
the three months ended June 30, 2000. The average balance of interest-bearing
liabilities was $97.9 million for the six months ended June 30, 1999 as compared
to $104.7 million for the six months ended June 30, 2000. The additional Federal
Home Loan Bank borrowings outstanding during the six months ended June 30, 2000
increased interest expense by $16,000 when compared to 1999.
The provision for loan losses amounted to $80,000 and $1,000 for the six months
ended June 30, 1999 and 2000, respectively, and $45,000 and none for the three
months ended June 30, 1999 and 2000, respectively. For the six months ended June
30, 2000, net charge-offs were approximately $13,400. At June 30, 2000, the
allowance for loan losses represented 598%, of total loans past due more than
ninety days. As of June 30, 2000, management reviewed the allowance for loan
losses in relation to the Company's performance with past collections and
chargeoffs, management's experience with the loan portfolio, and observations of
the general economic climate and loan loss expectations. From this review and
analysis, and based on management's experience and judgment in managing the loan
portfolio, it was determined that an allowance for loan losses of approximately
$203,000 was adequate, and therefore, a loan loss provision of $1,000 was
recorded for the six months ended June 30, 2000.
Non-interest income decreased $106,000 from $457,000 for the six months ended
June 30, 1999 to $351,000 for the six months ended June 30, 2000 and decreased
by $86,000 for the three months ended June 30, 2000 as compared to the three
months ended June 30, 1999. This decrease was the result of a reduction in loan
sale activity during both the three and six month periods ending June 30, 2000.
The Company continues to sell its fixed-rate loan product in the secondary
market. Gains on the sale of fixed-rate mortgage loans recognized for the six
months ended June 30, 2000 were $130,000 as compared to $268,000 for the six
months ended June 30, 1999, and were $60,000 for the three months ended June 30,
2000 as compared to $142,000 for the three months ended June 30, 1999. The
Company saw an increase in loan fees and service charge income during both the
six and three month periods of 2000. For the six months ended June 30, 2000,
loan fees and service charges amounted to $174,000 as compared to $132,000 for
the six months ended June 30, 1999, and amounted to $73,000 for the three months
ended June 30, 2000 as compared to $72,000 for the three months ended June 30,
1999. Insurance commissions and fees were $30,000 for the six months ended June
30, 2000 as compared to $37,000 for the six months ended June 30, 1999 and was
$15,000 for the three months ended June 30, 2000 as compared to $18,000 for the
three months ended June 30, 1999.
Non-interest expense decreased $29,000 for the six months ended June 30, 2000
compared to the six months ended June 30, 2000, and $1,000 from $763,000 for the
three months ended June 30, 1999 to $762,000 for the three months ended June 30,
2000. Compensation and employee benefits decreased $55,000 from $880,000 for the
six months ended June 30, 1999 to $825,000 for the six months ended June 30,
2000, and decreased $27,000 from $444,000 for the three months ended June 30,
1999 to $417,000 for the three months ended June 30, 2000. These decreases were
the result of reductions in the expenses associated with certain employee
incentive plans. Deposit insurance premiums decreased for the three and
six-month periods ended June 30, 2000 as compared to 1999 due to a reduction in
the rate at which the Bank was assessed by the FDIC for payments on obligations
issued by the Financing Corporation ("FICO"), a federal agency established to
finance takeovers of insolvent thrifts. Prior to December 31, 1999, institutions
with deposits insured by the Savings Association Insurance Fund ("SAIF") were
assessed at five times the rate at which institutions with deposits insured by
the Bank Insurance Fund ("BIF") were assessed. As a result of the equalization
of FICO assessment rates, the Bank's FICO assessment was reduced. Data
processing increased $25,000 from $155,000 for the six months ended June 30,
1999 to $180,000 for the six months ended June 30, 2000. Of the six-month
increase in data processing, $9,000 occurred during the three months ending June
30, 2000. Other expense increased $4,000 from $271,000 for the six months ended
June 30, 1999 to $275,000 for the six months ended June 30, 2000 and increased
$11,000 from $135,000 for the three months ended June 30, 1999 to $146,000 for
the three months ended June 30, 2000. Management continues its attempt to
control its operating cost.
Other comprehensive income is composed of net unrealized gains and losses on
securities classified as available for sale in accordance with SFAS No. 115. For
the six months ending June 30, 1999 and 2000, the Company reported net
unrealized gains (losses) on securities, net of tax expense (benefits), of
($183,000) and $16,000, respectively. These amounts were $(182,000) and $3,000
for the three months ended June 30, 1999 and 2000, respectively. The accumulated
other comprehensive income at June 30, 2000 was ($407,000). Even though the
Company's mortgage-backed securities are classified as available for sale,
management tends to hold these investments while principal paydowns are received
or until market conditions indicate that it is advantageous for the sale of
selected securities.
LIQUIDITY AND CAPITAL RESOURCES. The Company's primary sources of funds are
deposits, borrowings from the Federal Home Loan Bank and proceeds from principal
and interest payments on loans and mortgage-backed securities. While maturities
and scheduled amortization of loans are a predictable source of funds, deposit
flows and mortgage prepayments are greatly influenced by general interest rates,
economic conditions and competition. The Company's primary investing activity is
loan originations. The Company maintains liquidity levels adequate to fund loan
commitments, investment opportunities, deposit withdrawals and other financial
commitments. The Company also had unfunded loan commitments of approximately
$1.8 million.
At June 30, 2000, management had no knowledge of any trends, events or
uncertainties that will have or are reasonably likely to have material effects
on the liquidity, capital resources or operations of the Company. Further, at
June 30, 2000, management was not aware of any current recommendations by the
regulatory authorities that, if implemented, would have such an effect. The Bank
exceeded all of its capital requirements at June 30, 2000.
PART II. OTHER INFORMATION
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Item 1. Legal Proceedings
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From time to time, the Company and any subsidiaries may be a party to various
legal proceedings incident to its or their business. At June 30, 2000, there
were no legal proceedings to which the Company or any subsidiary was a party, or
to which of any of their property was subject, which were expected by management
to result in a material loss.
Item 2. Changes in Securities and Use of Proceeds
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None
Item 3. Defaults Upon Senior Securities
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None
Item 4. Submission of Matters to a Vote of Security Holders
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The Annual Meeting of the Stockholders of the Company was held on May
15, 2000. The results of the vote on matters presented at the Meeting
were as follows:
The following individual was elected as director for a three-year
term:
VOTE FOR VOTE WITHHELD
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Paul R. Wohlford 868,550 3,375
There were no broker non-votes or abstentions.
Item 5. Other Information
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None
Item 6. Exhibits and Reports on Form 8-K
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The following exhibits are filed as a part of this report:
2.1/1/ Agreement and Plan of Merger dated as of July 18, 2000 by and
between Twin City Bancorp, Inc., Twin City Federal Savings Bank,
Citco Community Bancshares, Inc. and Citizens Bank.
2.2/1/ Stock Option Agreement, dated as of July 19, 2000, between Twin City
Bancorp, Inc. and Citco Community Bancshares, Inc.
3.1/2/ Charter of Twin City Bancorp, Inc.
3.2/2/ Bylaws of Twin City Bancorp, Inc.
4/2/ Form of Common Stock Certificate
10.1/2/3/ Twin City Bancorp, Inc. Incentive Compensation Plan, as amended
10.2/2/ Twin City Bancorp, Inc. Deferred Compensation Plan
10.3/4/ Employment Agreements between Twin City Bancorp, Inc. and
Twin City Federal Savings Bank and Thad R. Bowers
10.4/4/ Severance Agreements between Twin City Bancorp, Inc. and
Twin City Federal Savings Bank and Brenda N. Baer, Judith O. Bowers,
Robert C. Glover, Michael H. Phipps, Joyce C. Rouse and
John M. Wolford
10.5/2/ Twin City Federal Savings Bank Supplemental Executive Retirement Agreement
10.6/4/ Twin City Bancorp, Inc. 1995 Stock Option and Incentive Plan
10.7/4/ Twin City Bancorp, Inc. Management Recognition Plan
27.1 Financial Data Schedule
The Company did not file a current report on Form 8-K during the quarter covered
by this report.
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1 Incorporated by reference to Company's Current Report on Form 8-K filed July
21, 2000.
2 Incorporated by reference to Company's Registration Statement on Form S-1 No.
33-84196
3 Incorporated by reference to Company's Quarterly Report on Form 10-QSB for the
fiscal quarter ended March 31, 1995
4 Incorporated by reference to Company's Quarterly Report on Form 10-QSB for the
fiscal quarter ended March 31, 1995
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant has
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
TWIN CITY BANCORP, INC.
Date: August 10, 2000 By /s/ Thad R. Bowers
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Thad R. Bowers
President and Chief Executive Officer
(Principal Executive, Financial and
Accounting Officer)