1
U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997
[ ] TRANSITION REPORT PURSUANT SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________________ to __________________
Commission file number 33-94050
VOLUNTEER BANCORP, INC.
(Exact name of small business issuer as specified in its charter)
TENNESSEE 62-1271025
(State of other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
210 East Main Street, Rogersville, Tennessee 37879
(Address of principal executive offices)
(423) 272-2200
(Issuer's telephone number)
__________________________________________________
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by
Section 12, 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: 525,851 AS OF June 30, 1997.
Transitional Small Business Disclosure Format (check one);
Yes No X
----- -----
2
VOLUNTEER BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
AS OF AND FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1997 AND 1996
OPERATING RESULTS
The Company reported net income for the second quarter of $32,833, or $0.06 per
weighted average common share, compared to income of $25,157, or $0.05 for the
same period a year ago. Our returns on average assets and average common equity
were 0.05% and 0.97%, respectively, for the quarters ended June 30, 1997 and
1996.
The net income for the first six month of 1997 was $68,518, or $0.13 per
weighted average common share. This compares to a net loss of ($13,307), or
($0.03) per weighted average common share, for the same period last year.
Net interest income for the first six months of 1997 increased $299,056 versus
the first six months of 1996 to $1,092,211. The increase is attributable to
growth in interest earning assets of 36.09%. Average loans grew 53.60% over the
second quarter of 1996. Total Bank assets were $69,385,292 at June 30, 1997
compared to $50,915,673 as of June 30, 1996.
The net interest margin was 3.76% for the second quarter of 1997 compared to
3.68% for the second quarter of 1996. The net spread was 3.30% for the second
quarter of 1997 compared to 3.09% for the second quarter of 1996. The yield on
the investment portfolio was 6.62% for the second quarter of 1997 compared to
6.42% for the same quarter of 1996. The higher level of interest income from
loans and securities was offset by an increase in the cost of interest-bearing
deposits.
Non-interest income for the second quarter of 1997 increased $10,060 over the
second quarter of 1996. The growth is attributable to service charges on deposit
accounts and other fees. Non-interest expenses for the second quarter of 1997
increased $114,346 compared to the second quarter of 1996 primarily for costs
(including salaries and employee compensation) associated with opening and
staffing of new branches in Rogersville and Church Hill, Tennessee and the
opening of a new main office in Rogersville, Tennessee..
ASSET QUALITY
Non-performing assets at June 30, 1997 were $135,000 or 0.32% of loans and
foreclosed properties, which is a decrease from $572,000, or 2.01% of loans and
foreclosed properties at June 30, 1996. The provision for losses on loans was
$50,000 for the second quarter of 1997 which is an increase of $35,000 over the
provision for the second quarter of 1996. The increase in the provision is
primarily attributable to the increase in loan growth. At June 30, 1997, the
allowance for losses on loans was 1.29% of loans and approximately 407% of
non-performing assets.
3
INDEPENDENT AUDITOR'S REVIEW REPORT
To the Board of Directors
Volunteer Bancorp, Inc.
Rogersville, Tennessee
We have reviewed the accompanying condensed consolidated balance sheets of
Volunteer Bancorp, Inc. and subsidiary as of June 30, 1997 and 1996, and the
related condensed consolidated statements of earnings for the three and six
months then ended and the condensed consolidated statements of cash flows for
the six months then ended, in accordance with Statements on Standards for
Accounting and Review Services issued by the American Institute of Certified
Public Accountants. All information included in these condensed consolidated
financial statements is the representation of the management of Volunteer
Bancorp, Inc.
A review of interim financial statements consists primarily of inquiries of
company personnel and analytical procedures applied to financial data. It is
substantially less in scope than an audit in accordance with generally accepted
accounting standards, the objective of which is the expression of an opinion
regarding the condensed consolidated financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying condensed consolidated financial statements in order
for them to be in conformity with generally accepted accounting principles.
July 28, 1997
Nashville, Tennessee
4
VOLUNTEER BANCORP, INC. AND SUBSIDIARY
Condensed Consolidated Balance Sheets
June 30, 1997 and 1996
(Unaudited- See Accountants' Review Report)
- ---------------------------------------------------------------------------------------------------------------------
ASSETS 1997 1996
------ ----------------- ---------------
Cash and due from banks $ 2,258,184 1,865,301
Federal fund sold 2,647,763 2,689,407
--------------------------------------------
Total cash and cash equivalents 4,905,947 4,554,708
Investment securities available for sale (amortized cost of
$16,563,610 and $13,840,472, respectively) 16,464,168 13,512,445
Investment securities held to maturity (estimated market
value of $1,354,083 and $1,812,309) 1,344,533 1,863,987
Loans, less allowances for loan losses of $549,213 and
$423,288, respectively 42,111,329 27,889,474
Accrued interest receivable 684,948 613,194
Premises and equipment, net 3,716,014 2,269,743
Deferred income taxes 20,590 41,868
Other real estate 62,380 67,846
Goodwill 211,733 229,652
Other assets 55,462 100,226
--------------------------------------------
Total assets $ 69,577,104 51,143,143
============================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Non-interest bearing $ 7,900,410 6,157,526
Interest bearing 53,423,920 38,183,694
--------------------------------------------
Total deposits 61,324,330 44,341,220
Note payable 3,265,000 3,450,000
Interest payable 585,834 371,183
Securities sold under repurchase agreements 850,000 293,000
Other accrued taxes, expenses and liabilities 96,296 69,510
--------------------------------------------
Total liabilities 66,121,460 48,524,913
--------------------------------------------
Stockholders' equity:
Common stock, $0.01 par value, 1,000,000 shares authorized,
525,851 and 479,012 shares issued and outstanding at June 30,
1997 and 1996, respectively 5,259 4,790
Additional paid-in capital 1,763,561 1,294,969
Retained earnings 1,748,478 1,582,133
Net unrealized (loss) on securities available for sale (61,654) (263,662)
--------------------------------------------
Total stockholders' equity 3,455,644 2,618,230
--------------------------------------------
Total liabilities and stockholders' equity $ 69,577,104 51,143,143
============================================
The accompanying notes are an integral part of these condensed
consolidated financial statements.
5
VOLUNTEER BANCORP, INC. AND SUBSIDIARY
Condensed Consolidated Statements of Earnings
For The Three and Six Months Ended June 30, 1997 and 1996
(Unaudited - See Accountants' Review Report)
- ----------------------------------------------------------------------------------------------------------------------------------
Three months ended Six months ended
June 30, June 30,
-------------------------- ------------------------
1997 1996 1997 1996
---- ---- ---- ----
Interest Income:
Interest and fees on loans $ 985,446 658,625 1,866,079 1,243,598
Interest on federal funds 51,553 52,588 108,157 117,561
Interest on investment securities:
Taxable 287,964 250,738 554,477 440,444
Exempt from Federal income taxes 1,250 625 2,500 625
-------------------------------------------------------------------------------
Total interest income 1,326,213 962,576 2,531,213 1,802,228
-------------------------------------------------------------------------------
Interest Expense:
Interest on deposits 680,974 464,841 1,306,032 865,227
Other borrowed funds 66,614 71,947 132,970 143,846
-------------------------------------------------------------------------------
Total interest expense 747,588 536,788 1,439,002 1,009,073
-------------------------------------------------------------------------------
Net interest income 578,625 425,788 1,092,211 793,155
Provision for possible loan losses 50,000 15,000 95,000 30,000
-------------------------------------------------------------------------------
Net interest income after provision for
possible loan losses 528,625 410,788 997,211 763,155
-------------------------------------------------------------------------------
Non-interest income:
Service charges on deposits 25,885 15,605 46,016 29,275
Other service charges and fees 21,887 24,375 47,468 37,172
Securities gains (losses) (312) - 1,046 8,908
Other non-interest income 5,636 3,056 10,897 6,428
-------------------------------------------------------------------------------
Total non-interest income 53,096 43,036 105,427 81,783
-------------------------------------------------------------------------------
Non-interest expense:
Salaries and employee benefits 273,677 240,019 527,996 493,110
Occupancy expense 56,222 31,979 89,855 55,462
Furniture and equipment expense 42,913 26,922 80,129 62,471
Other non-interest expense 154,317 113,863 292,748 253,296
-------------------------------------------------------------------------------
Total non-interest expense 527,129 412,783 990,728 864,339
-------------------------------------------------------------------------------
Earnings (loss) before income taxes 54,592 41,041 111,910 (19,401)
Income tax expense (benefit) 21,759 15,884 43,392 (6,094)
-------------------------------------------------------------------------------
Net income (loss) $ 32,833 25,157 68,518 (13,307)
===============================================================================
Income (loss) per weighted average
common share $ 0.06 0.05 0.13 (0.03)
===============================================================================
Weighted average common shares
outstanding 525,729 465,980 525,723 457,225
===============================================================================
The accompanying notes are an integral part of these
condensed consolidated financial statements.
6
VOLUNTEER BANCORP, INC. AND SUBSIDIARY
Condensed Consolidated Statements of Cash Flows
For The Six Months Ended June 30, 1997 and 1996
(Unaudited - See Accountants' Review Report)
- --------------------------------------------------------------------------------------------------------
1997 1996
------------ ----------
Cash Flows from Operating Activities:
Net income (loss) $ 68,518 (13,307)
Adjustments to reconcile net income (loss)
to net cash provided by operating activities:
Deferred income taxes (23,746) (20)
Provision for possible loan losses 95,000 30,000
Provision for depreciation and amortization 93,204 63,328
(Gain) on securities (1,046) (8,908)
(Increase) in interest receivable (74,294) (178,639)
Decrease in other assets 6,453 87,767
(Decrease) increase in other liabilities (1,657) 108,849
--------------------------------
Net cash provided by operating activities 162,432 89,070
--------------------------------
Cash Flows from Investing Activities:
Purchase of investment securities held to maturity -- (3,864,329)
Proceeds from calls and maturity of held to maturity securities 259,314 5,523,140
Purchase of investment securities available for sale (4,738,170) (10,828,853)
Proceeds from calls and maturity of securities available for sale 300,000 3,500,000
Proceeds from sale of securities available for sale 1,474,922 --
Net (increase) in loans (7,326,501) (6,344,871)
Capital expenditures (583,212) (337,063)
--------------------------------
Net cash (used) in investing activities (10,613,647) (12,351,976)
--------------------------------
Cash Flows from Financing Activities:
Net increase in demand deposits, NOW accounts and savings accounts 3,773,294 2,143,193
Net increase in certificates of deposit 1,873,905 7,685,853
Net increase in securities sold under repurchase agreements 675,000 293,000
Repayment of long-term borrowing (185,000) --
Proceeds from sale of common stock 2,010 327,600
--------------------------------
Net cash provided by financing activities 6,139,209 10,449,646
--------------------------------
(Decrease) in cash and cash equivalents (4,312,006) (1,813,260)
Cash and cash equivalents beginning of period 9,217,953 6,367,968
--------------------------------
Cash and cash equivalents end of period $ 4,905,947 4,554,708
================================
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest $ 1,408,385 967,938
================================
Income taxes $ 158,326 --
================================
The accompanying notes are an integral part of these
condensed consolidated financial statements.
7
VOLUNTEER BANCORP, INC. AND SUBSIDIARY
Notes to Unaudited Condensed Consolidated Financial Statements
Six Months Ended June 30, 1997 and 1996
- --------------------------------------------------------------------------------
1. Management Opinion
In the opinion of management, the accompanying unaudited condensed
consolidated financial statements of Volunteer Bancorp, Inc. contain all
adjustments, consisting of only normal, recurring adjustments, necessary to
fairly present the financial results for the interim periods presented. The
results of operations for any interim period is not necessarily indicative
of the results to be expected for an entire year. These interim financial
statements should be read in conjunction with the annual financial
statements and notes thereto.
2. Adoption of Recently Issued Statements of Financial Accounting Standards
(SFAS)
The Financial Accounting Standards Board recently issued SFAS No. 123
entitled "Accounting for Stock Based Compensation." The statement is
generally effective for financial statements issued for years beginning
after December 15, 1995. The Statement establishes a fair-value based
method of accounting for stock based compensation plans and similar
arrangements and a fair-value basis for measuring transactions in which an
entity acquires goods or services from non-employees utilizing entity stock
or similar equity instruments. The Company does not currently employ stock
based compensation plans or similar arrangements. The adoption of SFAS No.
123 did not have any impact upon the financial position or results of
operations of the Company.
The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 122, "Accounting for Mortgage Servicing Rights, an
amendment to Statement No. 65" ("SFAS No. 122"), on May 12, 1995. SFAS No.
122 provides guidance for recognition of mortgage servicing rights ("MSR")
as an asset when a mortgage loan is sold or securitized and servicing
rights retained, regardless of how those servicing rights were acquired.
This eliminates the previously existing accounting distinction between
rights to service mortgage loans for others that are acquired through loan
origination activities and those acquired through purchase transactions.
Impairment of the recorded MSR is to be measured periodically using a
current fair value approach applied to each stratum of the disaggregated
mortgage-servicing portfolio. Provisions of SFAS No. 122 are effective for
fiscal years beginning after December 15, 1995. The adoption of SFAS No.
122 did not have a material impact upon the financial position or results
of operations of the Company.
The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed of." SFAS No. 121 addresses
situations where information indicates that a company might be unable to
recover, through future operations or sale, the carrying amount of
long-lived assets, identified intangibles and goodwill related to those
assets. Provisions of this Statement are effective for fiscal years
beginning after December 15, 1995. The adoption of this Statement did not
have a material impact upon the financial position or results of operations
of the Company.
8
VOLUNTEER BANCORP, INC. AND SUBSIDIARY
Notes to Unaudited Condensed Consolidated Financial Statements
Six Months Ended June 30, 1997 and 1996
- --------------------------------------------------------------------------------
SFAS No. 125, "Accounting for Transfers and Servicing of Financial Assets
and the Extinguishment of Liabilities," establishes, among other things,
new criteria for determining whether a transfer of financial assets for
cash or other considerations should be accounted for as a sale or as a
pledge of collateral in a secured borrowing. SFAS No. 125 also establishes
new accounting requirements for pledged collateral. As issued, SFAS No. 125
is generally effective for transactions occurring after December 31, 1996
and should be applied on a prospective basis. This statement supersedes
SFAS No. 122 and itself amends various previous pronouncements of the
Financial Accounting Standards Board. Adoption by the Company on January 1,
1997 did not have a material impact upon the Company's financial position
or results of operation.
4. Premises and Equipment, net
The significant increase in premises and equipment, net at June 30, 1997 is
primarily related to completion and equipping of branches in Church Hill
and Rogersville, Tennessee and construction-in-progress relating to the
construction of permanent banking facilities in Rogersville.
5. Non-interest Expense
Total non-interest expense increased by $126,389 from June 30, 1996 to June
30, 1997. Salaries and employee benefits for the period ended June 30, 1997
have increased due to the addition of personnel associated with opening of
branches in Church Hill and Rogersville, Tennessee. The increase in
occupancy and furniture and equipment expense is also a result of the
opening of the new branches. The increase in other non-interest expense is
attributable to costs associated with changing the name of the Bank,
promoting the new branches and overall growth.
6. Long-term debt
The Company's long-term debt consists of a single note payable in the
amount of $3,265,000 due an unaffiliated national bank. The interest rate
on the note adjusts quarterly and is equal to the three-months London
Interbank Offered Rate (Three Month LIBOR) plus 2.25% per annum or at the
option of the Company the rate on the note is equal to the lender's index
rate as such rate changes from time to time. The Company may change
interest rate options at any time with prior notice to the lender. Interest
is payable quarterly. At June 30 , 1997 the rate on the note was 8.066% per
annum.
9
VOLUNTEER BANCORP, INC. AND SUBSIDIARY
Notes to Unaudited Condensed Consolidated Financial Statements
Six Months Ended June 30, 1997 and 1996
- --------------------------------------------------------------------------------
Principal is payable annually commencing January 31, 1997 and each January
1 thereafter as follows:
January 31, Principal Due
----------- -------------
1998 $ 220,000
1998 255,000
2000 295,000
2001 325,000
2002 360,000
2003 395,000
2004 435,000
2005 470,000
2006 510,000
------------------
$ 3,265,000
==================
The loan is secured by all of the stock of Citizens Bank of East Tennessee
owned by the Company.
7. Contingencies
During the course of business, the Company makes various commitments and
incurs certain contingent liabilities that are not presented in the
accompanying balance sheet. The commitments and contingent liabilities may
include various guarantees, commitments to extend credit, standby letters
of credit, and litigation. In the opinion of management, no material
adverse effect on the financial position, liquidity or operating results of
the Company and its subsidiary is anticipated as a result of these items.
8. Profit-Sharing Plan
The Company's subsidiary, The Citizens Bank of East Tennessee, adopted a
profit-sharing retirement plan on July 1, 1995. All employees who meet
certain age and length of service requirements are eligible to participate
on a voluntary basis. Benefits, which become 20% vested after two years,
40% after three years, 60% after four years, 80% after five years, and 100%
after six years, are paid on death, disability or retirement.
The Board of Directors has discretion in establishing the amount of the
Bank's contributions. Participants may make voluntary, after-tax
contributions up to 20% of their compensation up to $9,500 per year. The
participants are fully vested in any voluntary contributions they make. The
Bank had not made any contributions to the plan for the six-months ended
June 30, 1997 and 1996.
10
VOLUNTEER BANCORP, INC. AND SUBSIDIARY
Notes to Unaudited Condensed Consolidated Financial Statements
Six Months Ended June 30, 1997 and 1996
- --------------------------------------------------------------------------------
9. Stock Offering
At June 30, 1997 the Company had sold 134 shares of its $0.01 par value
common stock for an aggregate consideration of $2,010 pursuant to the
Company's offering which became effective June 5, 1997. Proceeds of the
offering have been used to offset expenses of the offering.
At June 30, 1996, the Company had sold 76082 shares of its $0.01 par value
common stock for an aggregate consideration of $760,820 pursuant to the
Company's offering which became effective September 11, 1995. Proceeds of
the offering have been used to offset expenses of the offering, increase
the capital of the subsidiary Bank and pay interest on the Company debt.
This offering expired on September 11, 1996.
10. Earnings Per Share
Effective for periods ending after December 15, 1997, SFAS No. 128,
"Earnings per Share" revises the previous standards for computing and
presenting earnings per share (EPS). This statement requires presentation
of "basic EPS" and "diluted EPS", if applicable, and a reconciliation of
the numerator and denominator of the computations between the two EPS
presentations. Basic EPS excludes dilution and is computed by dividing
income available to common stockholders by the weighted average number of
common shares outstanding during the period. Diluted EPS is not applicable
for the Company because the Company does not have a complex capital
structure. When effective, EPS presented by the Company pursuant to SFAS
No. 128 will not differ from earnings per share presented in this and any
other prior statements of the Company.
11
VOLUNTEER BANCORP, INC. AND SUBSIDIARY
FINANCIAL HIGHLIGHTS
AS OF AND FOR THE THREE AND SIX MONTHS ENDED
JUNE 30, 1997 AND 1996
(UNAUDITED)
Three Months Ended Six Months Ended
June 30, June 30,
----------------------------------------------------------
1997 1996 1997 1996
---- ---- ---- ----
Net income (loss) $32,833 25,157 68,518 (13,307)
Per common share data:
Net income (loss) per weighted average
common share $0.06 $0.05 $0.13 ($0.03)
Book value $6.28 $5.47 $6.28 $5.47
Ratios:
Return on average assets 0.05% 0.05% 0.10% (0.03)%
Return on average common equity 0.97% 0.97% 2.00% (0.51)%
Net interest margin (taxable equivalent basis) 3.76% 3.68% 3.66% 3.65%
Expense ratio 3.12% 3.31% 3.02% 3.75%
Allowance for loan losses / loans 1.29% 1.50% 1.29% 1.50%
Non-performing loans / loans 0.17% 1.78% 0.17% 1.78%
Non-performing assets / loans and
foreclosed properties 0.32% 2.01% 0.32% 2.01%
Shareholder's equity / total assets 4.97% 5.12% 4.97% 5.12%
Leverage ratio (tangible capital /
tangible average assets) 4.91% 5.31% 5.05% 5.73%
12
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 23.1 Consent of Welch & Associates
Exhibit 27 Financial Data Schedule (for SEC use only)
(b) There have been no Current Reports on Form 8-K filed during the quarter
ended June 30, 1997.
13
SIGNATURES
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.
VOLUNTEER BANCORP, INC.
(Registrant)
Date: August 12, 1997
Reed D. Matney, President
(principal executive officer)
Date: August 12, 1997
H. Lyons Price (principal financial and
accounting officer)