FORM 10-QSB
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1999
-----------------
OR
(X) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
for the transition period from to
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Commission File Number 0-24674
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SWVA BANCSHARES, INC
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VIRGINIA 54-1721629
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
302 Second Street, SW, Roanoke Virginia 24011-1597
- --------------------------------------- ------------
(Address of Principal executive offices) (Zip Code )
Registrant's telephone number, including area code (540) 343-0135
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Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 and 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.
Yes X No
--- ---
The number of shares outstanding of each of the issuer's classes of common
stock, as of February 4, 2000: $0.10 par value - 423,612 common shares.
Transitional Small Business Disclosure Format (check one):
Yes No X
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SWVA BANCSHARES, INC. & SUBSIDIARIES
INDEX
================================================================
PART I. FINANCIAL INFORMATION PAGE
===================== ====
Item 1. Financial Statements
Consolidated Statements of Financial Condition
at December 31, 1999 (unaudited) and June 30, 1999 1
Consolidated Statements of Income for the Three
and Six Months Ended December 31, 1999 and
December 31, 1998 (unaudited) 2
Consolidated Statements of Comprehensive Income
for the Three and Six Months Ended December 31, 1999
and December 31, 1998 (unaudited) 3
Consolidated Statements of Cash Flows for the
Six Months Ended December 31, 1999 and
December 31, 1998 (unaudited) 4
Notes to Unaudited Interim Consolidated
Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
PART II. OTHER INFORMATION 12
=================
SWVA BANCSHARES, INC & SUBSIDIARY
Consolidated Statements of Financial Condition
(In thousands)
Assets
Dec 31 June 30
------ -------
1999 1999
-------------------
(Unaudited)
Cash and cash equivalents $ 2,997 $ 2,454
Interest-bearing deposits 5,019 6,278
Investment & Mortgage Backed Securities:
Held to Maturity, at amortized cost 268 283
Available for Sale, at fair value 21,843 22,934
Restricted at cost 550 600
Loans held for sale 608 476
Loans receivable, net 49,482 45,576
Property and equipment, net 1,660 1,688
Accrued interest receivable 577 594
Prepaid expenses and other assets 1,047 831
-------- -------
Total assets $ 84,051 $81,714
======== =======
Liabilities and Stockholders' Equity
Deposits $ 65,498 $62,094
Advances from Federal Home Loan Bank 11,000 12,000
Advances from borrowers
for taxes and insurance 195 210
Other liabilities and deferred income 810 619
-------- -------
Total liabilities 77,503 74,923
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Stockholders' Equity
Preferred Stock, 275,000 shares
authorized, no shares issued or
outstanding
Common stock, $.10 par value, 2,225,000
shares authorized, 423,612 outstanding
as of December 31, 1999 and as of June 30, 1999 42 42
Additional paid-in capital 2,836 2,838
Less unearned ESOP shares (27,385 shares) (228) (180)
Less unearned MSBP shares (12,253 shares) (240) (228)
Dividends declared and paid (76) (254)
Retained earnings
(substantially restricted) 5,139 5,088
Valuation allowance
marketable equity securities (925) (515)
-------- -------
Total Stockholders' Equity 6,548 6,791
-------- -------
Total Liabilities
and Stockholders' Equity $ 84,051 $81,714
======== =======
Book Value Per Share (not in thousands) $ 15.46 $ 16.03
======== =======
1
SWVA BANCSHARES, INC. AND SUBSIDIARIES
Consolidated Statements of Income
(In thousands)
Three Months Six Months
Ended
Dec 31
-------------------------------------
1999 1998 1999 1998
---- ---- ---- ----
(Unaudited)
Interest Income
Loans $1,004 $1,000 $1,934 $2,001
Mortgage-backed and related securities 158 158 320 311
U.S. Government obligations including agencies 207 149 413 314
Municipal Bonds 29 12 59 24
Other investments, including overnight deposits 108 158 231 320
------ ------ ------ ------
Total interest income 1,506 1,477 2,957 2,970
------ ------ ------ ------
Interest expense
Deposits 693 740 1,326 1,530
Borrowed funds 126 124 282 223
------ ------ ------ ------
Total interest expense 819 864 1,608 1,753
------ ------ ------ ------
Net interest income 687 613 1,349 1,217
Provision for credit losses 3 3 6 6
------ ------ ------ ------
Net interest income after
provision for credit losses 684 610 1,343 1,211
------ ------ ------ ------
Noninterest income
Loan and other customer service fees 84 38 142 75
Gain on sale of mortgage loans 18 128 68 207
Gross rental income 26 25 50 51
Gain (loss) on Available for Sale Investments 0 0 0 0
Other 0 2 0 9
------ ------ ------ ------
Total noninterest income 128 193 260 342
------ ------ ------ ------
Noninterest expenses
Personnel 373 348 722 700
Office occupancy and equipment 85 82 172 167
Data processing 59 56 117 111
Federal insurance of accounts 9 10 18 20
Other 121 126 227 237
------ ------ ------ ------
Total noninterest expenses 647 622 1,256 1,235
------ ------ ------ ------
Income before income taxes 165 181 347 318
Provision for income taxes 58 70 116 122
------ ------ ------ ------
Net Income $ 107 $ 111 $ 231 $ 196
====== ====== ====== ======
Basic earnings per share $ .26 $ .24 $ .57 $ .42
====== ====== ====== ======
Diluted earnings per share $ .26 $ .24 $ .57 $ .42
====== ====== ====== ======
Cash dividends per share $ .00 $ .00 $ .20 $ .20
====== ====== ====== ======
2
SWVA BANCSHARES, INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
(In thousands)
Three Months Six Months
Ended
Dec 31
--------------------------------------
1999 1998 1999 1998
---- ---- ---- ----
(Unaudited)
Net Income $ 107 $ 111 $ 231 $ 196
Other comprehensive income, net of tax
Unrealized gains (losses) on securities (257) (47) (410) (15)
----- ----- ----- -----
Comprehensive Income $(150) $ 64 $(179) $181
=================================
3
SWVA BANCSHARES, INC. & SUBSIDIARIES
Consolidated Statements of Cash Flow
(In Thousands)
Six Months Ended
Dec 31
1999 1998
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(Unaudited)
Operating Activities
Net Income $ 231 $ 196
Adjustments to Reconcile Net Income to Net Cash
Provided by (used in) operating activities
MSBP Shares Allocated 13 45
Provision for credit losses 6 6
Provision for depreciation and amortization 58 52
Loans Originated for Sale (5,127) (16,780)
Proceeds from sales of loans originated for sale 5,062 16,843
Gain on Sale of Loans, from fees (67) (207)
Gain on Disposal of Property and Equipment -- --
Net gain on sale of investments, available for sale -- --
Net (increase) decrease in Other Assets 17 135
Net increase (decrease) in Other Liabilities 176 (59)
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Net cash provided by (used in) operating activities 369 231
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Investing activities
Proceeds from maturity of investments
and interest-bearing deposits 2,746 3,160
Proceeds from sale of FHLB Stock 109 --
Proceeds from sale of available for sale investments (1,487) 7,250
Purchase of investments and interest-bearing deposits -- (3,162)
Purchase of available for sale investments -- (6,996)
Purchase of property and equipment (29) (28)
Purchase of FHLB Stock (59) --
Net (increase) decrease in loans (2,012) 2,025
Purchase of loans (1,900) (413)
Principal repayments on Mortgage Backed Securities 477 1,556
-------- --------
Net cash provided by (used in) investing activities (2,155) 3,392
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Financing activities
Curtailment of advances and other borrowings (4,500) (1,000)
Proceeds from advances and other borrowings 3,500 3,000
Net increase (decrease) in savings deposits 3,405 (1,589)
Repurchase of stock -- (68)
Dividends paid (76) (90)
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Net cash used in financing activities 2,329 253
-------- --------
Increase (decrease) in cash and cash equivalents 543 3,876
Cash and cash equivalents at beginning of period 2,454 3,193
-------- --------
Cash and cash equivalents at end of period $ 2,997 $ 7,069
======== ========
4
SWVA BANCSHARES, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited interim consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB. Accordingly,
they do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements.
The accompanying consolidated financial statements include the accounts of SWVA
Bancshares, Inc. ("Company") and its wholly-owned subsidiary, Southwest Virginia
Savings Bank, FSB ("Bank") and its wholly-owned subsidiary, Southwest Virginia
Service Corporation. All significant intercompany balances and transactions have
been eliminated in consolidation.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for fair presentation have been included.
Operating results for the six months ended December 31, 1999, are not
necessarily indicative of the results that may be expected for the year ending
June 30, 2000.
NOTE 2 -- EARNINGS PER SHARE
The following table sets forth the reconciliation of the numerators and
denominators of the basic and diluted earnings per share (EPS) computations:
Three Months Six Months
Ended
Dec 31,
--------------------------------------------
1999 1998 1999 1998
---- ---- ---- ----
(Unaudited)
Numerator:
(a) Net income available to shareholders $ 107 $ 111 $ 231 $ 196
======= ======== ======= ========
Denominator:
Weighed-average shares outstanding 426,612 493,112 425,112 494,511
Less: ESOP weighed-average shares outstanding (22,819) (27,385) (22,819) (27,385)
---------------------------------------
(b) Basic EPS weighed-average shares outstanding 403,793 465,727 402,293 467,126
Effect of dilutive securities:
Incremental shares attributable to the Stock Option 0 0 0 0
Plan and Management Stock Bonus Plan 0 0 0 0
---------- ---------- ---------- ----------
(c) Diluted EPS weighed-average shares outstanding 403,793 465,727 402,293 467,126
======= ======= ======= =======
Basic earnings per share (a/b) $ .26 $ .24 $ .57 $ .48
========= ========= ========= =========
Diluted earnings per share (a/c) $ .26 $ .24 $ .57 $ .48
========= ========= ========= =========
5
NOTE 3 -- FASB Statement on Reporting Comprehensive Income
Effective July 1, 1998, the Company adopted FASB Statement No. 130, "Reporting
Comprehensive Income." Statement No. 130 requires the reporting of comprehensive
income in addition to net income from operations. Comprehensive income is a more
inclusive financial reporting methodology that includes certain disclosure of
certain financial information that has historically not been recognized in the
calculation of net income.
The Company had unrealized loss on securities held as available for sale, for
the three months ended December 31, 1999 of $257,000 after tax versus an
unrealized loss of $47,000 after tax for the three months ended December 31,
1998. The Company had unrealized loss on securities held as available for sale,
for the six months ended December 31, 1999 of $410,000 after tax versus an
unrealized loss of $15,000 after tax for the six months ended December 31, 1998.
The before tax and after tax amount, as well as the tax benefit is summarized
below.
Tax
Before (Expense) After
Tax Benefit Tax
--- ------- ---
Three months ended December 31, 1999:
Unrealized gains (losses) on securities ($389) $132 ($257)
Three months ended December 31, 1998:
Unrealized gains (losses) on securities ($ 64) $17 ($ 47)
Six months ended December 31, 1999:
Unrealized gains (losses) on securities ($621) $211 ($410)
Six months ended December 31, 1998:
Unrealized gains (losses) on securities ($ 24) $ 9 ($ 15)
6
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Comparison of Financial Condition at December 31, 1999 and June 30, 1999
- ------------------------------------------------------------------------
Total assets increased $2.4 million or 2.86% from $81.7 million at June 30, 1999
to $84.1 million at December 31, 1999. Net loans receivable increased $3.9
million or 8.57% to $49.5 million at December 31, 1999 from $45.6 million at
June 30, 1999 due primarily to increased mortgage loan volume added to the
Bank's portfolio and continued growth in consumer and commercial loans.
.
Cash and cash equivalents increased $543,000 or 22.13% from $2.5 million at June
30, 1999 to $3.0 million at December 31, 1999 due mainly to additional cash
maintained for anticipated Y2K needs. Interest bearing deposits decreased $1.3
million or 20.05% from $6.3 million at June 30, 1999 as compared to $5.0 million
at December 31, 1999, due to a decrease in jumbo certificates in the Bank's
portfolio which are matched with interest bearing liabilities. Available for
Sale Investments decreased $1.1 million or 4.76% from $22.9 million at June 30,
1999 to $21.8 million at December 31, 1999 due to principal paybacks on Mortgage
Backed Securities and a reduction in market value.
Prepaid expenses and other assets increased $216,000 or 25.99% from $831,000 at
June 30, 1999 to $1.0 million at December 31, 1999 due to the federal tax
deferral on the market value adjustment on investments.
There were no non-performing assets at December 31, 1999 and June 30, 1999.
Classified assets totaled $345,000. An unsecured consumer loan for $4,000 which
is performing, was classified as doubtful. The remaining classified loans were
classified as substandard and were primarily single family mortgage loans.
Deposits increased $3.4 million, or 5.48% from $62.1 million at June 30, 1999 to
$65.5 million at December 31, 1999 due mainly to an increase in certificates of
deposits. These funds were used to fund loan growth. Core deposits were $18.6
million or 28.31% of total savings.
At December 31, 1999, there were $11.0 million outstanding in advances from the
Federal Home Loan Bank of Atlanta. The decrease in advances of $1.0 million was
due to increased cash flow which allowed the payoff of an advance.
Advances from borrowers for taxes and insurance decreased $15,000 or 7.14% due
to the payment of real estate taxes due during the quarter ending December 31,
1999. Other liabilities and deferred income decreased $191,000 or 30.86% mainly
due to funds held in payables to be applied to a loan participation.
Results of Operations for the three months ended December 31, 1999
- ------------------------------------------------------------------
and December 31, 1998
- ---------------------
Net Income Net income decreased $4,000 or 3.60%, from $111,000 for the
three months ended December 31, 1998 to $107,000 for the three months ended
December 31, 1999. The decrease was mainly due to a decrease in the gain on sale
of mortgage loans partially offset by an increase in interest earned on
investment securities and decreased interest paid on deposits.
Interest Income Interest income increased $29,000, or 1.96%, from $1.48
million for the three months ended December 31, 1998 to $1.51 million for the
three months ended December 31, 1999. The increase was due mainly to an increase
in interest income on Available for Sale Investments due to a larger volume of
investments in the portfolio.
Interest Expense Interest expense decreased $45,000 or 5.21% from
$864,000 for the three months ended December 31, 1998 to $819,000 for the three
months ended December 31, 1999. The decrease was due mainly to a decrease in
interest paid on deposits.
Net Interest Income Net interest income increased by $74,000 or 12.07%
from $613,000 for the three months ended December 31, 1998 to $687,000 for the
three months ended December 31, 1999. The increase was due mainly to increased
interest earned on investments and decreased interest paid on deposits.
Provision for Credit Losses The Bank made an addition of $3,000 to the
provision for credit losses for the quarter ended December 31, 1999. The
allowance for credit losses was $216,000 at December 31, 1999. The Bank made an
addition of $3,000 to the provision for credit losses for the quarter ended
December 31, 1998. The allowance for credit losses was $213,000 at December 31,
1998.
7
Results of Operations for the three months ended December 31, 1999
- ------------------------------------------------------------------
and December 31, 1998, cont.
- ----------------------------
Non-interest Income Non-interest income decreased by $65,000, or 33.68%
from $193,000 for the three months ended December 31, 1998 to $128,000 for the
three months ended December 31, 1999. The decrease was mainly due to decreased
loan fees on loans sold in the secondary market offset by a refund on prior year
taxes.
Non-interest Expense Non-interest expense increased by $25,000, or
4.02% from $622,000 for the three months ended December 31, 1998 to $647,000 for
the three months ended December 31, 1999, mainly due to an increase in personnel
offset by a decrease in audit expenses.
Provision for income taxes The provision for income taxes for the three
months ended December 31, 1999 was $58,000 as compared to $70,000 for the three
months ended December 31, 1998 due to an increase in investments in Municipal
Bonds which are not subject to federal income taxes.
Results of Operations for the six months ended December 31, 1999
- ----------------------------------------------------------------
and December 31, 1998
- ---------------------
Net Income Net income increased $35,000 or 17.86%, from $196,000 for
the six months ended December 31, 1998 to $231,000 for the six months ended
December 31, 1999. The increase was mainly due to increased earnings on a larger
investment base partially offset by a reduction in interest earned on mortgage
loans as the area's real estate activity softened.
Interest Income Interest income decreased $13,000, or 0.44%, from $2.97
million for the six months ended December 31, 1998 to $2.96 million for the six
months ended December 31, 1999. The decrease was mainly a result in the
reduction in interest earned on mortgage loans in the Bank's portfolio and a
reduction in earnings on investments used to counter jumbo certificates in the
Bank's portfolio.
Interest Expense Interest expense decreased $145,000 or 8.27% from $1.8
million for the six months ended December 31, 1998 to $1.7 million for the six
months ended December 31, 1999. The decrease was due mainly to a decrease in
interest paid on deposits as a number of high rate certificates of deposit
matured.
Net Interest Income Net interest income increased by $132,000 or 10.85%
from $1.2 million for the six months ended December 31, 1998 to $1.3 million for
the six months ended December 31, 1999. The increase was mainly due to a
decrease in interest paid on deposits offset by increased income on investment
securities.
Provision for Credit Losses The Bank made an addition of $6,000 to the
provision for credit losses for the six months ended December 31, 1999. The
allowance for credit losses was $216,000 at December 31, 1999. The Bank made an
addition of $6,000 to the provision for credit losses for the quarter ended
December 31, 1998. The allowance for credit losses was $213,000 at December 31,
1998.
Non-interest Income Non-interest income decreased by $82,000, or 23.98%
from $342,000 for the six months ended December 31, 1998 to $260,000 for the six
months ended December 31, 1999. The decrease was mainly due to decreased
mortgage loan fees offset by increased service fees on checking accounts and a
refund for prior years on income taxes paid.
Non-interest Expense Non-interest expense increased by $21,000, or
1.70% from $1.23 million for the six months ended December 31, 1998 to $1.26
million for the six months ended December 31, 1999, mainly due to an increase in
personnel expense, training expense and data processing expense as well as
increased expenses in office equipment and supply expenses.
Provision for income taxes The provision for income taxes for the six
months ended December 31, 1999 was $116,000 compared to $122,000 for the six
months ended December 31, 1998. The decrease was due to an increase in
investments in Municipal Bonds which are not subject to federal income taxes.
8
Regulatory Capital Requirements
OTS capital regulations require savings institutions to meet three capital
standards: (1) tangible capital equal to 1.5% of total adjusted assets, (2) a
leverage ratio (core capital) equal to at least 3.0% of total adjusted assets
and (3) a risk-based capital requirement equal to 8.0% of total risk-weighted
assets.
As shown below, the Bank's tangible, core and risk-based capital significantly
exceed all applicable regulatory capital requirements of the OTS at December 31,
1999:
Percent of
Amount Assets
------ ------
GAAP Capital.................... $7,099 8.32%
===== =====
Tangible Capital................ $7,099 8.32%
Tangible Capital Requirement.... 1,279 1.50%
----- -----
Excess.......................... $5,820 6.82%
===== =====
Core Capital.................... $7,099 8.32%
Core Capital Requirement........ 2,559 3.00%
----- -----
Excess.......................... $4,540 5.32%
===== =====
Total Risk-Based Capital........ $7,315 16.52%
Risk-Based Capital Requirement.. 3,542 8.00%
----- -----
Excess.......................... $3,773 8.52%
===== =====
Management believes that under current regulations, the Bank will continue to
meet its minimum capital requirements in the foreseeable future. Events beyond
the control of the Bank, such as increased interest rates or downturn in the
economy in areas in which the Bank operates could adversely affect future
earnings and as a result, the ability of the Bank to meet its future minimum
capital requirements.
Liquidity
The Bank's liquidity is a measure of its ability to fund loans, withdrawals of
deposits and other cash outflows in a cost effective manner. The Bank's primary
sources of funds are deposits and proceeds from principal and interest payments
on loans and mortgage backed securities. The Bank also obtains funds from sales
and maturities of investment securities, short-term investments and borrowings
(namely advances from the FHLB of Atlanta). The Bank uses such funds primarily
to meet existing and continuing loan commitments, to fund maturing time deposits
and savings withdrawals and to maintain liquidity. While loan payments, maturing
investments and mortgage-backed securities are a relatively predictable source
of funds, deposit flows and loan prepayments are greatly influenced by general
interest rates, economic conditions and competition. The Bank's liquidity is
also influenced by the level of demand for funding loan originations.
The Bank is required under federal regulations to maintain certain specified
levels of "liquid investments," which include certain United States government
obligations and other approved investments. Current regulations require the Bank
to maintain liquid assets of not less than 4% of its net withdrawable accounts
plus short term borrowings. Those levels may be changed from time to time by the
regulators to reflect current economic conditions. The Bank's regulatory
liquidity was 29.46% at December 31, 1999 and 22.94% as of June 30, 1999.
Impact of Inflation and Changing Prices
The consolidated financial statements of the Company and notes thereto,
presented elsewhere herein, have been prepared in accordance with GAAP, which
require the measurement of financial position and operating results in terms of
historical dollars without considering the change in the relative purchasing
power of money over time due to inflation. The impact of inflation is reflected
in the increased cost of the Company's operations. Unlike most industrial
companies, nearly all the assets and liabilities of the Company are financial.
As a result, interest rates have a greater impact on the Company's performance
than do the effects of general levels of inflation. Interest rates do not
necessarily move in the same direction or to the same extent as the prices of
goods and services.
9
SWVA BANCSHARES, INC. & SUBSIDIARIES
PART II
Item 1. Legal Proceedings
Not applicable.
Item 2. Changes in Securities and Use of Proceeds
Not applicable.
Item 3. Defaults upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
The annual meeting of stockholders was held on October 13, 1999. At that
meeting, stockholders elected four directors and ratified the appointment of the
independent auditors. The stockholders did not approve a stockholder proposal to
recommend that the Company's Board of Directors appoint a special committee
concerning offers to acquire the Company.
1. The following directors were elected:
Nominee Votes For Votes Withheld
------- --------- --------------
James H. Brock 297,457 95,004
Glen C. Combs 297,607 94,854
Michael M. Kessler 297,707 94,754
D. W. Shilling 297,707 94,754
2. Ratification of appointment of Cherry Bekaert & Holland, L. L. P. as
independent auditors for 2000 fiscal year.
Votes For Votes Against Abstain
--------- ------------- -------
336,490 35,640 20,031
3. Proposal of a stockholder to recommend that the Board of Directors appoint
a special committee concerning offers to acquire the Company.
Votes For Votes Against Abstain Non Vote
--------- ------------- ------- --------
123,638 204,120 4,200 60,503
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K.
None.
10
SWVA BANCSHARES, INC. & SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed by the undersigned thereunto
duly authorized.
SWVA Bancshares, Inc.
Date: February 8, 2000 By: /s/ D. W. Shilling
-------------------------------------
D. W. Shilling
President, Chief Financial Officer, and Director
Date: February 8, 2000 By: /s/ Mary G. Staples
-------------------------------------
Mary G. Staples
Controller/Treasurer
Principal Financial Officer
11