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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997 Commission file number 33-45240
HERITAGE FINANCIAL SERVICES, INC.
(exact name of Small Business Issuer as Specified in Its Charter)
TENNESSEE 62-1484807
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
25 JEFFERSON STREET, CLARKSVILLE, TENNESSEE 37040
(Address of Principal Executive Offices)
Issuer's telephone number, including area code: (615)553-0500
Check whether the issuer: (1) 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 filing requirements for the past 90 days.
Yes ____X____ No _________
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: Common Stock, 552,226
shares as of July 29, 1997.
Traditional small business disclosure format (check one):
Yes _________ No ____X____
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HERITAGE FINANCIAL SERVICES, INC. AND SUBSIDIARY
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets 3
Consolidated Statements of Operations 4
Consolidated Statements of Cash Flows 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9
PART II. OTHER INFORMATION 12
SIGNATURES 13
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3
HERITAGE FINANCIAL SERVICES, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
JUNE 30, JUNE 30, DECEMBER 31,
1997 1996 1996
---------------- ---------------- --------------
(Unaudited) (Unaudited) (Note)
ASSETS:
Cash and due from banks $ 4,639 $ 3,737 $ 3,598
Securities available-for-sale, at fair value 19,670 18,214 19,145
Mortgage loans held for sale 2,336 2,573 2,333
Loans 119,271 92,079 103,777
Allowance for loan losses (1,700) (1,430) (1,544)
---------------- ---------------- --------------
Net loans 117,571 90,649 102,233
Premises and equipment 3,081 2,296 2,491
Accrued interest receivable 1,436 1,053 1,293
Deferred income taxes 566 550 572
Foreclosed and repossessed assets 157 53 73
Other assets 928 918 1,045
---------------- ---------------- --------------
TOTAL ASSETS $ 150,384 $ 120,043 $ 132,783
================ ================ ==============
LIABILITIES AND STOCKHOLDERS' EQUITY:
Deposits:
Noninterest-bearing $ 18,040 $ 16,040 $ 17,185
Interest-bearing 107,047 88,638 98,127
---------------- ---------------- --------------
Total deposits 125,087 104,678 115,312
Federal funds purchased 2,910 4,065 4,850
Advances from Federal Home Loan Bank 8,819 202 183
Accrued interest payable 534 414 443
Other liabilities 699 426 732
---------------- ----------------- ---------------
TOTAL LIABILITIES 138,049 109,785 121,520
STOCKHOLDERS' EQUITY:
Common stock 1,106 1,067 1,103
Additional paid-in capital 4,921 4,593 4,868
Retained earnings 6,331 4,826 5,333
Unrealized losses on securities
available-for-sale, net (23) (228) (41)
---------------- ---------------- ---------------
TOTAL STOCKHOLDERS' EQUITY 12,335 10,258 11,263
---------------- ---------------- ---------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 150,384 $ 120,043 $ 132,783
================ ================ ===============
Common shares issued and outstanding 552,748 533,475 551,367
(Note) The consolidated balance sheet at December 31, 1996, has been derived
from the audited financial statements at that date.
See notes to consolidated financial statements.
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HERITAGE FINANCIAL SERVICES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(Dollars in thousands, except per share data)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
----------------------- -----------------------
1997 1996 1997 1996
----------- ----------- ---------- -----------
INTEREST INCOME:
Loans, including fees $ 2,997 $ 2,365 $ 5,684 $ 4,565
Investment securities:
Taxable 250 223 496 462
Tax-exempt 40 45 79 92
----------- ----------- ---------- -----------
TOTAL INTEREST INCOME 3,287 2,633 6,259 5,119
----------- ----------- ---------- -----------
INTEREST EXPENSE:
Deposits 1,337 1,081 2,587 2,105
Other 90 40 138 77
----------- ----------- ---------- -----------
TOTAL INTEREST EXPENSE 1,427 1,121 2,725 2,182
----------- ----------- ---------- -----------
NET INTEREST INCOME 1,860 1,512 3,534 2,937
Provision for loan losses 167 110 278 215
----------- ----------- ---------- -----------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 1,693 1,402 3,256 2,722
----------- ----------- ---------- -----------
NONINTEREST INCOME:
Service charges on deposit accounts 376 348 734 664
Mortgage banking activities 201 215 365 397
Net securities gains (losses) - 3 (10) 77
Brokerage services 75 88 166 146
Premiums from life and disability insurance 82 - 145 -
Other 193 221 389 392
----------- ----------- ---------- -----------
TOTAL NONINTEREST INCOME 927 875 1,789 1,676
----------- ----------- ---------- -----------
NONINTEREST EXPENSE:
Salaries and employee benefits 863 775 1,713 1,497
Occupancy 130 120 260 233
Furniture and equipment 181 93 348 193
Data processing fees 121 100 230 194
Advertising and public relations 73 83 149 152
Life and disability insurance benefits and expenses 62 - 116 -
Other 286 240 578 484
----------- ----------- ---------- -----------
TOTAL NONINTEREST EXPENSES 1,716 1,411 3,394 2,753
----------- ----------- ---------- -----------
INCOME BEFORE INCOME TAXES 904 866 1,651 1,645
Income taxes 329 317 602 600
----------- ----------- ---------- -----------
NET INCOME $ 575 $ 549 $ 1,049 $ 1,045
=========== =========== ========== ===========
NET INCOME PER SHARE $ 1.01 $ 0.99 $ 1.85 $ 1.89
=========== =========== ========== ===========
See notes to consolidated financial statements.
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HERITAGE FINANCIAL SERVICES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Dollars in thousands)
SIX MONTHS ENDED
JUNE 30,
------------------------------
1997 1996
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NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES $ 1,401 $ 169
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CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of securities available-for-sale 927 3,429
Maturities and redemptions of securities available-for-sale 704 1,006
Purchase of securities available-for-sale (2,079) (1,063)
Net increase in loans (15,615) (11,561)
Purchases of premises and equipment (773) (109)
-------------- --------------
NET CASH USED IN INVESTING ACTIVITIES (16,836) (8,298)
-------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in deposits 9,775 4,620
Net increase (decrease) in short-term borrowings (1,930) 2,665
Proceeds from long-term borrowings 8,646 -
Repayments of long-term borrowings (20) (19)
Proceeds from issuance of common stock 68 118
Reacquisition of common stock (63) (31)
-------------- --------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 16,476 7,353
-------------- --------------
NET INCREASE (DECREASE) IN CASH AND DUE FROM BANKS 1,041 (776)
CASH AND DUE FROM BANKS AT BEGINNING OF PERIOD 3,598 4,513
-------------- --------------
CASH AND DUE FROM BANKS AT END OF PERIOD $ 4,639 $ 3,737
============== ==============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during period for interest $ 2,676 $ 2,187
Cash paid during period for income taxes $ 694 $ 728
See notes to consolidated financial statements.
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HERITAGE FINANCIAL SERVICES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
1. BASIS OF PRESENTATION
Heritage Financial Services, Inc. (Heritage Financial or Company) through its
subsidiary, Heritage Bank (the Bank) and its subsidiaries, provides a full range
of banking services to individual and corporate customers in Montgomery County,
Tennessee and the surrounding counties in Tennessee and Kentucky.
The 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 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 consolidated financial
statements. The accompanying consolidated financial statements should be read in
conjunction with the notes to the consolidated financial statements contained in
the 1996 annual report on Form 10-KSB. In preparing financial statements,
management is required to make assumptions and estimates which affect the
Company's reported amounts of assets, liabilities and results of operations. In
the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included. The
results of operations for the three month and six month periods ended June 30,
1997, are not necessarily indicative of the results that may be expected for the
entire year.
2. PER SHARE DATA
Net income per share is determined by dividing net income by the weighted
average number of common shares outstanding and common stock equivalents arising
from the assumed exercise of outstanding common stock options. The weighted
average number of shares outstanding including common stock equivalents for the
six months ended June 30, 1997 and 1996, were 567,986 and 552,979, respectively.
3. INVESTMENT SECURITIES
The following table reflects the amortized cost and fair values of investment
securities held at June 30, 1997, all of which are classified as
available-for-sale.
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
------------ ------------- ------------ ------------
(in thousands)
U.S. agencies $ 11,497 $ 29 $ (113) $ 11,413
Mortgage-backed:
U.S. agencies 4,167 47 (69) 4,145
Tax-exempt securities 3,258 73 (2) 3,329
Equity securities 783 - - 783
------------ ------------- ------------ ------------
$ 19,705 $ 149 $ (184) $ 19,670
============ ============= ============ ============
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4. LOANS
A summary of loans by category follows:
June 30, June 30, December 31,
1997 1996 1996
---------------- ---------------- -----------------
(in thousands)
Real estate:
1-4 family residential properties $ 27,205 $ 20,073 $ 22,336
Construction 17,448 14,384 16,729
Commercial 31,394 23,796 26,077
Commercial, financial and agricultural 22,139 17,219 20,291
Consumer 21,141 16,620 18,379
---------------- ---------------- -----------------
119,327 92,092 103,812
Less unearned interest (56) (13) (35)
---------------- ---------------- -----------------
Total loans $ 119,271 $ 92,079 $ 103,777
================ ================ =================
5. ALLOWANCE FOR LOAN LOSSES
Changes in the allowance for loan losses are as follows:
Three Months Six Months
Ended June 30, Ended June 30,
--------------------------------------------------------
1997 1996 1997 1996
------------ ------------ ------------ -----------
Balance at beginning of period $ 1,611 $ 1,330 $ 1,544 $ 1,267
Provision charged to operations 167 110 278 215
Loan losses:
Loans charged off (83) (18) (137) (61)
Recoveries on loans previously charged off 5 8 15 9
------------ ------------ ------------ -----------
Balance at end of period $ 1,700 $ 1,430 $ 1,700 $ 1,430
============ ============ ============ ===========
6. DEPOSITS
A summary of deposits follows:
June 30, June 30, December 31,
1997 1996 1996
--------------- ---------------- ----------------
(in thousands)
Noninterest-bearing demand $ 18,040 $ 16,040 $ 17,185
Interest checking 9,666 8,052 9,468
Money market accounts 20,404 19,130 20,756
Savings 5,223 4,890 5,471
Retirement accounts 3,528 3,204 3,298
Certificates of deposit of $100,000 or more 8,165 6,842 6,210
Other time deposits 60,061 46,520 52,924
--------------- ---------------- ----------------
$ 125,087 $ 104,678 $ 115,312
=============== ================ ================
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7. STOCKHOLDERS' EQUITY
The Bank's capital amounts and ratios were as follows:
June 30, June 30, December 31,
1997 1996 1996
---------- ---------- ------------
(in thousands)
Amount:
Tier 1 leverage 11,462 9,736 10,403
Tier 1 risk-based 11,462 9,736 10,403
Total risk-based 12,956 10,909 11,711
Ratio:
Tier 1 leverage 7.65% 8.14% 7.88%
Tier 1 risk-based 9.60% 10.40% 9.96%
Total risk-based 10.86% 11.65% 11.21%
8. RECLASSIFICATIONS
CERTAIN AMOUNTS HAVE BEEN RECLASSIFIED IN THE PREVIOUS YEAR'S FINANCIAL
STATEMENTS TO CONFORM WITH THE CURRENT YEAR'S CLASSIFICATIONS.
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HERITAGE FINANCIAL SERVICES, INC. AND SUBSIDIARY
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
The Company's consolidated results of operations are dependent primarily on net
interest income, which is the difference between the interest income earned on
interest-earning assets, such as loans and investments, and the interest expense
incurred on interest-bearing liabilities, such as deposits and other borrowings.
The Company also generates noninterest income, including service charges on
deposit accounts and fees from mortgage banking activities and brokerage
services. The Company's noninterest expenses consist primarily of employee
compensation and benefits and other general and administrative expenses.
FINANCIAL CONDITION
EARNING ASSETS. Average earning assets of the Company for the first six months
of 1997 increased 22%, or $23.5 million, to $130.4 million from $106.9 million
for the first six months of 1996. This compares to average earning asset growth
of 18% for the first six months of 1996 over the first six months of 1995. The
Company has maintained a consistently favorable ratio of average earning assets
to average total assets of 94.3% and 94.2% for the first six months of 1997 and
1996, respectively.
A vibrant local economy has enabled the Company to achieve continued loan growth
(the primary earning asset). Average loans for the first six months of 1997
increased 27%, or $23.7 million, to $111.2 million from $87.5 million for the
first six months of 1996. This compares to average loan growth of 29% for the
first six months of 1996 over the same 1995 period. The changing mix of earning
assets was favorable during the first six months of 1997. Average loans for the
first three months of 1997 were 85% of total average earning assets, compared to
82% during the same 1996 period.
Average securities for the first six months of 1997 were 15% of total average
earning assets, compared to 18% during the same 1996 period. Average securities
declined for the first six months of 1997 and 1996 to fund loan growth.
PREMISES AND EQUIPMENT. Premises and equipment increased $590,000 during the
first six months of 1997. This increase is primarily attributable to the
construction of the new main office building scheduled for completion in the
spring of 1998, with an estimated construction cost of $4 million.
FUNDING SOURCES. Management relies on local area deposits as its primary funding
source. Average deposits for the first six months of 1997 increased 21%, or
$20.7 million, to $120.8 million from $100.1 million for the first six months of
1996. This compares to average deposit growth of 14% for the first six months of
1996 over the same period in 1995. The local deposit base is supplemented with
alternative funding sources, Federal funds purchased and Federal Home Loan Bank
(FHLB) advances, to fund loan growth. During the second quarter of 1997, the
Company borrowed $8.6 million of long-term FHLB advances to fund loan growth.
the average balances of Federal funds purchased and FHLB advances amounted to $5
million and $2.8 million for the first six months of 1997 and 1996,
respectively. Due to the highly competitive local market for deposits,
management anticipates increased use of alternative funding sources to partially
fund loan growth.
NONPERFORMING ASSETS, PAST DUE LOANS, POTENTIAL PROBLEM ASSETS AND THE ALLOWANCE
FOR LOAN LOSSES. The following table sets forth information regarding the
Company's nonperforming assets, past due loans, potential problem assets and the
allowance for loan losses:
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June 30, June 30, December 31,
1997 1996 1996
--------------- ---------------- ----------------
(in thousands)
Nonperforming assets:
Nonaccrual loans $ 185 $ 58 $ 173
Restructured loans 83 62 87
Foreclosed and repossessed assets 157 53 73
--------------- ---------------- ----------------
Total nonperforming assets $ 425 $ 173 $ 333
=============== ================ ================
Accruing loans that are contractually
past due 90 days or more $ 289 $ 163 $ 935
=============== ================ ================
Potential problem assets not included
in nonperforming assets $ 1,506 $ 620 $ 766
=============== ================ ================
Nonperforming assets to loans and
foreclosed and repossessed assets 0.35% 0.18% 0.31%
Allowance for loan losses to portfolio loans 1.43% 1.55% 1.49%
Allowance for loan losses to nonperforming assets 400% 827% 464%
Allowance for loan losses to nonperforming
assets and potential problem loans 88% 180% 140%
CAPITAL. Stockholders' equity to total assets was $12.3 million, or 8.20%, at
June 30, 1997, compared to $11.3 million, or 8.48%, at December 31, 1996, and
$10.3 million, or 8.55%, at June 30, 1996. On June 30, 1997, Heritage Bank had
sufficient capital to qualify as well-capitalized institutions under the
regulatory capital standards.
RESULTS OF OPERATIONS
Net income for the second quarter of 1997 was $575,000, or $1.01 per share,
compared to $549,000, or $.99 per share, in the second quarter of 1996. Return
on average assets was 1.60% and return on average equity was 19.09% for the
second quarter of 1997 compared with 1.89% and 21.53%, respectively, for the
same period in 1996.
For the first six months, net income in 1997 totaled $1,049,000, or $1.85 per
share, compared with $1,045,000, or $1.89 per share, for the same period in
1996. Return on average assets for the first half of 1997 was 1.52% and return
on average equity was 17.79%, compared with 1.84% and and 20.96%, respectively,
for the same period in 1996.
NET INTEREST INCOME. For the second quarter of 1997, net interest income, on a
taxable equivalent basis, increased 23%, or $346,000, over the second quarter of
1996. For the first six months of 1997, net interest income, on a taxable
equivalent basis, increased 20%, or $588,000, over the same 1996 period. These
increases were due to a larger balance sheet with increased levels of average
earning assets. For the second quarter of 1997, average earning assets increased
24%, or $26 million, while the net interest margin decreased 6 basis points from
5.63% to 5.57%, as compared to the same period in 1996. For the first six months
of 1997, average earning assets increased 22%, or $23.5 million, while the net
interest margin decreased 8 basis points from 5.60% to 5.52%, as compared to the
same period last year.
Net interest income is the amount of income generated by earning assets reduced
by the interest cost of funding those assets. Net interest margin is computed by
dividing net interest income (on a taxable equivalent basis) by average earning
assets.
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PROVISION FOR LOAN LOSSES. The provision for loan losses increased 52% from
$110,000 for the second quarter of 1996 to $167,000 for the second quarter of
1997. For the first six months of 1997, the provision increased 29% over the
same period last year. The higher provision reflects a higher level of allowance
for loan losses commensurate with loan growth. In addition, the level of
provision was increased due to inherent losses reflecting economic trends. The
annualized ratio of net chargeoffs to average loans increased to .27% for the
second quarter of 1997 compared with .05% for the same period in 1996. For the
first six months of 1997, the annualized ratio of net chargeoffs to average
loans increased to .22% from .12% for the same period last year.
NONINTEREST INCOME. For the second quarter of 1997, noninterest income
(excluding securities gains or losses) grew 6%, or $55,000, from the same period
in 1996. Excluding securities gains or losses, noninterest income contributed
33% and 36% of taxable equivalent revenues for the second quarter of 1997 and
1996, respectively.
For the first six months of 1997, noninterest income (excluding securities gains
or losses) increased 13%, or $200,000, over the same period last year. Excluding
securities gains or losses, noninterest income contributed 34% and 35% of
taxable equivalent revenues for the first six months of 1997 and 1996,
respectively.
NONINTEREST EXPENSE. Total noninterest expense for the second quarter of 1997,
increased 22%, or $305,000, over the same period in 1996. Salaries and benefits,
the largest category, increased 11%, or $88,000. Furniture and equipment expense
increased 95%, or $88,000. Management expected a significant increase in
equipment expense in 1997, due to additional lease expense for automated teller
machines and advanced technological equipment. Also, for the 1997 period, the
Company incurred $62,000 of expense related to the Bank's reinsurance subsidiary
which began operations in December, 1996.
For the first six months of 1997, noninterest expense increased 23%, or
$641,000, over the same period last year. Salaries and benefits increased 14%,
or $216,000; furniture and equipment expense increased 80%, or $155,000; and the
reinsurance subsidiary incurred $116,000 of expense.
PROVISION FOR INCOME TAXES. The Company's effective income tax rate was 36%
for the 1997 and 1996 periods.
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HERITAGE FINANCIAL SERVICES, INC. AND SUBSIDIARY
PART II - OTHER INFORMATION
Item 1. Legal Proceedings - None
Item 2. Changes in Securities - None
Item 3. Defaults upon Senior Securities - None
Item 4. Submission of Matters to a Vote of Security Holders - None
Item 5. Other Information - None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit 27 Financial Data Schedule (for SEC use only)
(b) There have been no reports filed on form 8-K during the
quarterly period ended June 30, 1997
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HERITAGE FINANCIAL SERVICES, INC. AND SUBSIDIARY
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
HERITAGE FINANCIAL SERVICES, INC.
(Registrant)
Date July 29, 1997 By Earl O. Bradley, III
------------- --------------------
Earl O. Bradley, III
President and Chief
Executive Officer
Date July 29, 1997 By Jack L. Graham
------------- --------------
Jack L. Graham
Senior Vice President
and Chief Financial Officer
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