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 September 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 ninety days: Yes x No
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As of September 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 September 30, 2000
Consolidated Statements of Comprehensive Income -
(Unaudited) for the nine and three-month periods ended
September 30, 1999 and 2000
Consolidated Statements of Cash Flows - (Unaudited) for the
nine-month periods ended September 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, September 30,
1999 2000
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Assets
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Cash and due from banks $ 2,998 $ 1,796
Interest-earning deposits 2,277 4,226
Investment securities (amortized cost - $4
and $4) 4 4
Loans receivable, net 87,202 92,907
Loans held for sale 172 549
Mortgage-backed securities (amortized
cost - $17,759 and $17,898) 17,075 17,392
Premises and equipment, net 3,487 4,113
Real estate, net 85 83
Federal Home Loan Bank stock 829 682
Interest receivable 244 373
Other 1,638 1,811
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Total assets $116,011 $123,936
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(continued on next page)
December 31, September 30,
1999 2000
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Liabilities and Stockholders' Equity
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Deposits $ 92,165 $ 98,036
Federal Home Loan Bank advances 8,850 8,975
Advance payments by borrowers for
taxes and insurance 274 1,314
Accrued expenses and other liabilities 436 530
Income taxes payable:
Current 69 178
Deferred 690 758
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Total liabilities 102,484 109,791
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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
September 30, 2000) 1,220 1,220
Paid-in capital 7,003 7,065
Retained earnings, substantially restricted 7,513 7,865
Accumulated other comprehensive income (loss) (423) (314)
Treasury stock, 98,042 shares, at cost (1,385) (1,385)
Unearned compensation:
Employee stock ownership plan (359) (306)
Management recognition plan (42) --
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Total stockholders' equity 13,527 14,145
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Total liabilities and stockholders' equity $ 116,011 $ 123,936
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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)
Nine Months Ended Three Months Ended
September 30 September 30
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1999 2000 1999 2000
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Interest income:
Loan $ 5,401 $ 5,628 $ 1,854 $ 1,956
Mortgage-backed securities 723 876 241 288
Investment securities 80 47 23 15
Interest-earning deposits 128 85 29 34
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Total interest income 6,332 6,636 2,147 2,293
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Interest expense:
Deposits 2,795 3,317 960 1,181
Federal Home Loan
Bank advances 327 375 118 150
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Total interest expense 3,122 3,692 1,078 1,331
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Net interest income 3,210 2,944 1,069 962
Provision for loan losses 80 (5) -- (6)
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Net interest income after
provision for loan losses 3,130 2,949 1,069 968
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Non-interest income:
Loan fees and service charges 201 251 69 77
Insurance commission and fees 63 47 26 17
Gain on sale of loans 353 151 85 21
Other 29 23 9 6
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Total non-interest income 646 472 189 121
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Non-interest expense:
Compensation and employee
Benefits 1,315 1,239 435 414
Net occupancy expense 281 307 96 108
Deposit insurance premiums 40 15 13 5
Data processing 238 262 83 82
Other 404 471 133 196
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Total non-interest expense 2,278 2,294 760 805
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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)
Nine Months Ended Three Months Ended
September 30 September 30
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1999 2000 1999 2000
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Income before income taxes $ 1,498 $ 1,127 $ 498 $ 284
Income tax expense 594 455 196 116
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Net income 904 672 302 168
Other comprehensive income:
Net unrealized gains (losses) on
securities available for sale, net of
tax expense (benefit) of ($113) and $67
respectively, for the nine months ended
September 30, 1999 and 2000, and ($113)
and $57 for the three months ended
September 30, 1999 and 2000 (286) 109 (103) 93
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Comprehensive income $ 618 $ 781 $ 199 $ 261
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Basic net income per share $ .81 $ .63 $ .27 $ .16
Diluted net income per share $ .78 $ .60 $ .26 $ .15
Dividends paid per share $ .35 $ .30 $ .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)
Nine Months Ended September 30,
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1999 2000
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Net cash provided (used) by operating activities $ 1,535 $ 563
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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 3,669 2,342
Purchase of mortgage-backed securities
classified as available for sale (4,221) --
Net decrease (increase) in loans originated (8,952) (4,734)
Purchase of loans (3,710) (3,504)
Premiums invested in life insurance (5) (6)
Proceeds from sale of real estate 121 --
Purchase of premises and equipment (374) (816)
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Net cash provided (used) by investing activities (12,472) (6,532)
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Cash flows from financing activities:
Net increase (decrease) in deposits 4,842 5,871
Increase in advance payments by borrowers
for taxes and insurance 1,111 1,040
Net proceeds from FHLB advances 3,500 125
Dividends paid (386) (320)
Acquisition of treasury stock (952) --
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Net cash provided (used) by financing activities 8,115 6,716
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Net increase (decrease) in cash (2,822) 747
Cash at beginning of period 10,341 5,275
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Cash at end of period $ 7,519 $ 6,022
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Supplemental disclosures:
Noncash investing and financing activities:
Loans sold in exchange for mortgage-backed securities $ 4,266 $ 2,505
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Foreclosed real estate $ -- $ 96
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Cash paid during the period for:
Interest $ 3,138 $ 3,716
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Income taxes $ 533 $ 355
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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 Results
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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
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 fort
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 SEPTEMBER 30, 2000 AND DECEMBER 31, 1999
The Company's total consolidated assets increased $7.9 million, or 6.8% to
$123.9 million at September 30, 2000 from $116.0 million at December 31, 1999.
Net loans receivable increased
$5.7 million or 6.5% from $87.2 million at December 31, 1999 to $92.9 million at
September 30, 2000. The Company historically sold a majority of its fixed-rate
originations in the secondary market servicing retained without recourse.
However, with the impending merger, the volume of loans sold has decreased. The
Company's portfolio of mortgage-backed securities increased $317,000 or 1.9%
from $17.1 million at December 31, 1999 to $17.4 million at September 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 increased $747,000 from $5.3 million at December
31, 1999 to $6.0 million at September 30, 2000.
Deposits increased $5.9 million, or 6.4% from $92.2 million at December 31, 1999
to $98.0 million at September 30, 2000 through the Company's marketing efforts
and ability to attract new deposits. The Company's borrowings from the Federal
Home Loan Bank were $9.0 million at September 30, 2000 and provide an additional
source of liquidity. Outstanding advances had increased $125,000 from December
31, 1999.
Stockholders' equity has increased $620,000 or 4.6% from December 31, 1999 to
September 30, 2000. The Company posted comprehensive income of $782,000 for the
nine months ended September 30, 2000 while paying dividends of $0.30 per share
of common stock, or $320,000. During the nine months ended September 30, 2000,
the Company recognized compensation earned in the amount of $157,000 from the
Employee Stock Ownership Plan and the Management Recognition Plan. There were no
repurchases of common stock during the nine months ended September 30, 2000.
COMPARISON OF RESULTS OF OPERATIONS
Net income was $672,000 or $0.60 diluted earnings per share for the nine months
ended September 30, 2000 compared to $904,000 or $0.78 diluted earnings per
share for the nine months ended September 30, 1999. For the three months ended
September 30, 2000, net income was $168,000 or $0.15 diluted earnings per share
compared to $302,000 or $0.26 diluted earnings per share for the three months
ended September 30, 1999. The decline in net income was attributable to lower
net interest income and non-interest income. The Company also had an increase in
non-interest expense for certain merger-related expenses for consulting and
legal services.
Net interest income for the nine months ended September 30, 2000 decreased
$266,000 as compared to the nine months ended September 30, 1999, and for the
three months ended September 30, 2000 decreased $107,000 compared to the three
months ended September 30, 1999. The decreases are directly attributable
reductions on the interest rate spread for the three and nine month periods as
compared to the prior year. The interest rate spread decreased from 3.47% for
the nine months ended September 30, 1999 to 3.12% for the nine months ended
September 30, 2000 and decreased from 3.39% for the three months ended September
30, 1999 to 2.96% for the three months ended September 30, 2000. Net interest
margin decreased from 3.88% for the nine months ended September 30, 1999 to
3.45% for the nine months ended September 30, 2000 and decreased from 3.78% for
the three months ended September 30, 1999 to 3.33% for the three months ended
September 30, 2000. The Company continues to see its net interest margin being
affected by the
interest 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 14 basis points from 7.65% for the
nine months ended September 30, 1999 to 7.79% for the nine months ended
September 30, 2000 and increased 35 basis points from 7.58% for the three months
ended September 30, 1999 to 7.93% for the three months ended September 30, 2000.
The average balance of interest-earning assets was $110.3 million for the nine
months ended September 30, 1999 as compared to $113.6 million for the nine
months ended September 30, 2000.
The average cost on interest-bearing liabilities increased from 4.18% for the
nine months ended September 30, 1999 to 4.67% for the nine months ended
September 30, 2000 and increased from 4.19% for the three months ended September
30, 1999 to 4.97% for the three months ended September 30, 2000. The average
balance of interest-bearing liabilities was $99.5 million for the nine months
ended September 30, 1999 as compared to $105.5 million for the nine months ended
September 30, 2000. The average Federal Home Loan Bank borrowings outstanding
during the nine months ended September 30, 2000 increased by $169,000 and as a
result interest expense increased by $48,000 when compared to 1999.
The provision for loan losses amounted to $80,000 and a recovery of $(5,000) for
the nine months ended September 30, 1999 and 2000, respectively, and none and a
recovery of $(6,000) for the three months ended September 30, 1999 and 2000,
respectively. The recoveries for the three and nine month periods are the result
of reductions in specific loan loss reserves identified for loans were brought
current. For the nine months ended September 30, 2000, net charge-offs were
approximately $6,000. At September 30, 2000, the allowance for loan losses
represented 296% of total loans past due more than ninety days. As of September
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 $204,000 was
adequate.
Non-interest income decreased $174,000 from $646,000 for the nine months ended
September 30, 1999 to $472,000 for the nine months ended September 30, 2000 and
decreased by $68,000 for the three months ended September 30, 2000 as compared
to the three months ended September 30, 1999. This decrease was the result of a
reduction in loan sale activity during both the three and nine month periods
ending September 30, 2000. The Company historically sold certain fixed-rate loan
product in the secondary market. Under the merger agreement, the Company may
only sell loans which have been in the portfolio at least one year and may not
swap residential mortgage loans for mortgage-backed securities issued by FHLMC
without Citco's consent. Gains on the sale of fixed-rate mortgage loans
recognized for the nine months ended September 30, 2000 were $151,000 as
compared to $353,000 for the nine months ended September 30, 1999, and were
$21,000 for the three months ended September 30, 2000 as compared to $85,000 for
the three months ended September 30, 1999. The Company saw an increase in loan
fees and service charge income during both the nine and three month periods of
2000. For the nine months ended September 30, 2000, loan fees and service
charges amounted to $251,000 as compared to $201,000 for the nine months ended
September 30, 1999, and amounted to $77,000 for the three months ended September
30, 2000 as compared to $69,000 for the three months ended September 30, 1999.
Insurance commissions and fees were $47,000 for the nine months ended September
30,
2000 as compared to $63,000 for the nine months ended September 30, 1999 and was
$17,000 for the three months ended September 30, 2000 as compared to $26,000 for
the three months ended September 30, 1999.
Non-interest expense increased $16,000 for the nine months ended September 30,
2000 compared to the nine months ended September 30, 2000, and $45,000 from
$760,000 for the three months ended September 30, 1999 to $805,000 for the three
months ended September 30, 2000. Compensation and employee benefits decreased
$76,000 from $1.3 million for the nine months ended September 30, 1999 to $1.2
million for the nine months ended September 30, 2000, and decreased $21,000 from
$435,000 for the three months ended September 30, 1999 to $414,000 for the three
months ended September 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 nine-month periods ended
September 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 $24,000 from $238,000 for the nine months ended September
30, 1999 to $262,000 for the nine months ended September 30, 2000. Other expense
increased $67,000 from $404,000 for the nine months ended September 30, 1999 to
$471,000 for the nine months ended September 30, 2000 and increased $63,000 from
$133,000 for the three months ended September 30, 1999 to $196,000 for the three
months ended September 30, 2000. For the nine months ended September 30, 2000
the Company had incurred additional legal and consulting expenses of
approximately $51,000 as a result of the pending merger.
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 nine months ending September 30, 1999 and 2000, the Company reported net
unrealized gains (losses) on securities, net of tax expense (benefits), of
$(286,000) and $109,000, respectively. These amounts were $(103,000) and $93,000
for the three months ended September 30, 1999 and 2000, respectively. The
accumulated other comprehensive income at September 30, 2000 was $(314,000).
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 $2.1 million which
includes loans in process and new loans.
At September 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
September 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 September 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 September 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
-----------------------------------------
None
Item 3. Defaults Upon Senior Securities
-------------------------------
None
Item 4. Submission of Matters to a Vote of Security Holders
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None.
Item 5. Other Information
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None
Item 6. Exhibits and Reports on Form 8-K
---------------------------------
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 Agreement 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 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 filed a current report on Form 8-K during the quarter covered by
this report on July 21, 2000 to disclose under Item 5 the agreement and plan of
merger with Citco Community Bancshares, Inc.
_________________
/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 June 30, 1995
/4/ Incorporated by reference to Company's Quarterly Report on Form 10-QSB for
the fiscal quarter ended March 31, 1995
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.
TWIN CITY BANCORP, INC.
Date: November 10, 2000 By /s/ Thad R. Bowers
---------------------------------
Thad R. Bowers
President and Chief Executive Officer
(Principal Executive, Financial and
Accounting Officer)