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 SEPTEMBER 30, 1999
[ ] 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)
(615) 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: 539,027 AS OF SEPTEMBER 30,
1999.
Transitional Small Business Disclosure Format (check one);
Yes [ ] No [X]
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PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
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 September 30, 1999 and 1998, and
the related condensed consolidated statements of earnings and condensed
consolidated statements of comprehensive income for the three and nine months
then ended and the condensed consolidated statements of cash flows for the nine
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.
October 13, 1999
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VOLUNTEER BANCORP, INC. AND SUBSIDIARY
Condensed Consolidated Balance Sheets
September 30, 1999 and 1998
(Unaudited- See Accountants' Review Report)
- --------------------------------------------------------------------------------
ASSETS 1999 1998
-------------- ------------
Cash and due from banks $ 4,180,814 $ 2,087,064
Federal fund sold 285,798 5,661,444
------------------------------------
Total cash and cash equivalents 4,466,612 7,748,508
Investment securities available for sale (amortized cost of
$28,281,074 and $21,385,402, respectively) 27,230,678 21,593,525
Investment securities held to maturity (estimated market
value of $1,050,666 and $2,080,163, respectively) 1,101,129 2,068,241
Loans, less allowances for loan losses of $892,351 and
$761,721, respectively 66,114,549 57,452,071
Accrued interest receivable 1,068,926 937,818
Premises and equipment, net 4,115,531 3,705,094
Other real estate 95,689 51,923
Deferred income taxes 422,748 --
Goodwill 171,496 189,379
Other assets 131,171 89,008
------------------------------------
Total assets $ 104,918,529 $ 93,835,567
====================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Non-interest bearing $ 10,559,535 $ 8,962,895
Interest bearing 83,289,324 74,927,638
------------------------------------
Total deposits 93,848,859 83,890,533
Interest payable 847,968 880,927
Note payable 2,790,000 3,045,000
Federal funds purchased 925,000 --
Federal Home Loan Bank advances 500,000 --
Securities sold under repurchase agreements 1,861,726 1,615,953
Other accrued taxes, expenses and liabilities 35,002 97,618
Deferred income taxes -- 48,563
------------------------------------
Total liabilities 100,808,555 89,578,594
------------------------------------
Stockholders' equity:
Common stock, $0.01 par value, 1,000,000 shares
authorized, 539,027 shares issued and
outstanding 5,390 5,390
Additional paid-in capital 1,916,500 1,916,500
Retained earnings 2,840,473 2,206,047
Accumulated other comprehensive (loss) income (652,389) 129,036
------------------------------------
Total stockholders' equity 4,109,974 4,256,973
------------------------------------
Total liabilities and stockholders' equity $ 104,918,529 $ 93,835,567
====================================
The accompanying notes are an integral part of these condensed consolidated
financial statements.
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VOLUNTEER BANCORP, INC. AND SUBSIDIARY
Condensed Consolidated Statements of Earnings
For The Three and Nine Months Ended September 30, 1999 and 1998
(Unaudited - See Accountants' Review Report)
- --------------------------------------------------------------------------------
Three months ended Nine months ended
September 30, September 30,
-------------------- -------------------
1999 1998 1999 1998
---- ---- ---- ----
Interest Income:
Interest and fees on loans $ 1,563,328 1,417,560 4,470,724 3,926,963
Interest on federal funds 18,437 74,081 94,815 245,969
Interest on investment securities:
Taxable 389,675 313,194 1,141,850 926,629
Exempt from Federal income taxes 49,739 25,875 140,499 41,109
------------------------------------------------------
Total interest income 2,021,179 1,830,710 5,847,888 5,140,670
------------------------------------------------------
Interest Expense:
Interest on deposits 995,167 954,732 2,943,672 2,684,733
Other borrowed funds 77,123 87,158 221,006 256,822
------------------------------------------------------
Total interest expense 1,072,290 1,041,890 3,164,678 2,941,555
------------------------------------------------------
Net interest income 948,889 788,820 2,683,210 2,199,115
Provision for possible loan losses 60,000 60,000 180,000 180,000
------------------------------------------------------
Net interest income after provision for
possible loan losses 888,889 728,820 2,503,210 2,019,115
------------------------------------------------------
Non-interest income:
Service charges on deposits 53,792 43,724 148,160 109,428
Other service charges and fees 26,826 20,665 81,644 65,803
Securities (losses) gain (5) 7,499 40,742 22,672
Other non-interest income 9,481 14,433 23,460 27,351
------------------------------------------------------
Total non-interest income 90,094 86,321 294,006 225,254
------------------------------------------------------
Non-interest expense:
Salaries and employee benefits 393,561 312,506 1,095,546 933,886
Occupancy expense 60,529 41,084 175,675 137,640
Furniture and equipment expense 89,175 75,385 227,281 191,333
Other non-interest expense 107,749 158,197 471,988 495,603
------------------------------------------------------
Total non-interest expense 651,014 587,172 1,970,490 1,758,462
------------------------------------------------------
Earnings before income taxes 327,969 227,969 826,726 485,907
Income tax expense 118,692 79,921 283,926 176,595
------------------------------------------------------
Net income $ 209,277 148,048 542,800 309,312
======================================================
Income per common share $ 0.39 0.27 1.01 0.57
======================================================
Common shares outstanding 539,027 539,027 539,027 539,027
======================================================
The accompanying notes are an integral part of these condensed consolidated
financial statements.
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VOLUNTEER BANCORP, INC. AND SUBSIDIARY
Condensed Consolidated Statements of Cash Flows
For The Nine Months Ended September 30, 1999 and 1998
(Unaudited - See Accountants' Review Report)
- --------------------------------------------------------------------------------
1999 1998
-------------- ----------------
Cash Flows from Operating Activities:
Net income $ 542,800 $ 309,312
Adjustments to reconcile net income
to net cash provided by operating activities:
Deferred income taxes 76,363 (20,156)
Provision for possible loan losses 180,000 180,000
Provision for depreciation and amortization 185,738 176,894
(Gain) on securities (40,742) (22,672)
Federal Home Loan Bank stock dividends (15,100) --
(Increase) in interest receivable (163,689) (118,308)
(Increase) decrease in other assets (83,138) 6,748
(Decrease) increase in other liabilities (385,398) 193,485
------------------------------------
Net cash provided by operating activities 296,834 705,303
------------------------------------
Cash Flows from Investing Activities:
Purchase of investment securities held to maturity -- (2,981,450)
Proceeds from calls and maturity of held to maturity securities 261,348 1,999,156
Purchase of investment securities available for sale (11,146,417) (13,769,264)
Proceeds from calls and maturity of investments
available for sale 2,797,123 7,498,582
Proceeds from sale of investments available for sale 6,007,163 1,931,767
Net (increase) in loans (8,080,504) (9,822,201)
Capital expenditures (171,006) (221,385)
------------------------------------
Net cash (used) in investing activities (10,332,293) (15,364,795)
------------------------------------
Cash Flows from Financing Activities:
Net increase in demand deposits, NOW accounts,
savings accounts, and IRA's 2,499,092 437,639
Net increase in certificates of deposit 3,684,635 14,365,505
Repayment of long-term debt (255,000) (220,000)
Net increase in federal funds purchased 925,000 --
Federal Home Loan Bank advances 500,000 --
Net increase in securities sold under repurchase agreements 399,596 399,274
Dividends paid (53,903) --
------------------------------------
Net cash provided by financing activities 7,699,420 14,982,418
------------------------------------
(Decrease) increase in cash and cash equivalents (2,336,039) 322,926
Cash and cash equivalents beginning of period 6,802,651 7,425,582
------------------------------------
Cash and cash equivalents end of period $ 4,466,612 $ 7,748,508
====================================
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest $ 3,256,609 $ 2,781,470
====================================
Income taxes $ 416,395 $ 196,851
====================================
The accompanying notes are an integral part of these condensed consolidated
financial statements.
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VOLUNTEER BANCORP, INC. AND SUBSIDIARY
Condensed Consolidated Statements of Comprehensive Income
For The Three and Nine Months Ended September 30, 1999 and 1998
(Unaudited - See Accountants' Review Report)
- --------------------------------------------------------------------------------
Three months ended Nine months ended
September 30, September 30,
1999 1998 1999 1998
---- ---- ---- ----
Net income $ 209,277 148,048 542,800 309,312
---------------------------------------------------------------
Other comprehensive income, before tax:
Unrealized (losses) gains on securities
available for sale:
Unrealized holding (losses) gains arising
during the period (259,035) 137,953 (1,296,137) 146,797
Less: reclassification adjustment for (gains)
losses included in net income 5 (7,499) (40,742) (22,672)
---------------------------------------------------------------
Other comprehensive income (259,040) 130,454 (1,255,395) 124,125
Income taxes related to other
comprehensive income 97,292 (49,591) 475,907 (47,168)
---------------------------------------------------------------
Other comprehensive income,
net of income taxes (161,748) 80,863 (779,488) 76,957
---------------------------------------------------------------
Total comprehensive income (loss) $ 47,529 228,911 (236,688) 386,269
===============================================================
The accompanying notes are an integral part of these condensed consolidated
financial statements.
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VOLUNTEER BANCORP, INC. AND SUBSIDIARY
Notes to Unaudited Condensed Consolidated Financial Statements
Nine Months Ended September 30, 1999 and 1998
- --------------------------------------------------------------------------------
1. Management Opinion
In the opinion of management, the accompanying unaudited condensed
consolidated financial statements of Volunteer Bancorp, Inc. and subsidiary
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 condensed consolidated 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)
Effective January 1, 1998, the Company adopted SFAS 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 disclosure of certain financial information that historically
has not been recognized in the calculation of net income.
SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities", as amended by SFAS No. 137, is effective for fiscal quarters
beginning after June 15, 2000 unless adopted earlier. This Statement
establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts,
(collectively referred to as derivatives) and for hedging activities. It
requires that an entity recognize all derivatives as either assets or
liabilities in the statement of financial position and measure those
instruments at fair value. If certain conditions are met, a derivative may
be specifically designated as (a) a hedge of the exposure to changes in the
fair value of a recognized asset or liability or an unrecognized firm
commitment, (b) a hedge of the exposure to variable cash flows of a
forecasted transaction, or (c) a hedge of the foreign currency exposure of
a net investment in a foreign operation, an unrecognized firm commitment,
an available-for-sale security, or a foreign-currency-denominated
forecasted transaction. Adoption by the Company is not expected to have any
material impact upon financial position or results of operations.
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VOLUNTEER BANCORP, INC. AND SUBSIDIARY
Notes to Unaudited Condensed Consolidated Financial Statements
Nine Months Ended September 30, 1999 and 1998
- --------------------------------------------------------------------------------
3. Long-term debt
The Company's long-term debt consists of a single note payable in the
amount of $3,050,000 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 1.95% 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 September 30 , 1999 the rate on the note was
7.292% per annum. Principal is payable annually commencing January 31, 1996
and each January 1 thereafter as follows:
January 31, Principal Due
----------- -------------
2000 295,000
2001 325,000
2002 360,000
2003 395,000
2004 435,000
2005 470,000
2006 (Final Maturity) 510,000
-----------
$ 2,790,000
===========
The loan is secured by all of the stock of Citizens Bank of East Tennessee
owned by the Company.
4. 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.
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VOLUNTEER BANCORP, INC. AND SUBSIDIARY
FINANCIAL HIGHLIGHTS
AS OF AND FOR THE THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 1999 AND 1998
(UNAUDITED)
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------------------------------------------
1999 1998 1999 1998
---- ---- ---- ----
Net income $ 209,277 $ 148,048 $ 542,800 $ 309,312
Per common share data:
Net income per weighted
average common share $ 0.39 $ 0.27 $ 1.01 $ 0.57
Book value $ 7.62 $ 7.90 $ 7.62 $ 7.90
Ratios:
Return on average assets 0.20% 0.16% 0.54% 0.36%
Return on average common equity 5.12% 3.57% 12.76% 7.61%
Net interest margin (taxable equivalent
basis) 4.06% 3.80% 3.91% 3.75%
Expense ratio 2.52% 2.57% 2.59% 2.70%
Allowance for losses on loans / loans 1.33% 1.31% 1.33% 1.31%
Non-performing loans / loans 0.42% 0.59% 0.42% 0.59%
Non-performing assets / loans and
foreclosed properties 0.56% 0.68% 0.56% 0.68%
Shareholders' equity / total assets 3.92% 4.55% 3.92% 4.55%
Leverage ratio (tangible capital /
tangible average assets) 4.99% 4.32% 4.51% 4.56%
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VOLUNTEER BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
AS OF AND FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
OPERATING RESULTS
The Company reported net income for the third quarter of $209,277, or $0.39 per
common share, compared to net income of $148,048, or $0.27 for the same period a
year ago. Our returns on average assets and average common equity were 0.20% and
5.12%, respectively, for the quarter compared to 0.16% and 3.57% for the same
period last year.
The net income for the first nine months of 1999 was $542,800, or $1.01 per
common share. This compares to net income of $309,312, or $0.57 per common
share, for the same period last year.
Net interest income for the first nine months of 1999 increased $484,095 versus
the first nine months of 1998 to $2,683,210. The increase is attributable to
growth in interest earning assets of 9.17%. Average loans grew 14.88% over the
third quarter of 1998. Total Company assets were $104,918,529 at September 30,
1999 compared to $93,835,567 as of September 30, 1998.
The net interest margin (taxable equivalent basis) was 4.06% for the third
quarter of 1999 compared to 3.80% for the third quarter of 1998. The yield on
the investment portfolio was 5.97% for the third quarter of 1999 compared to
6.52% for the third quarter of 1998. The lower level of interest income from
loans and securities was offset by a decrease in the cost of interest-bearing
deposits and securities sold under repurchase agreements.
Non-interest income for the third quarter of 1999 increased $68,752 over the
third quarter of 1998. The growth is attributable to service charges on deposit
accounts and other fees. Non-interest expenses for the third quarter of 1999
increased $212,028 compared to the third quarter of 1998 primarily as a result
of the growth the Bank has experienced in the past year.
ASSET QUALITY
Non-performing assets at September 30, 1999 were $378,000 or 0.56% of loans and
foreclosed properties, compared to $398,000, or 0.68% of loans and foreclosed
properties at September 30, 1998. The provision for losses on loans was $60,000
for the third quarter of 1999 and 1998. At September 30, 1999, the allowance for
losses on loans was 1.33% of loans and approximately 236% of non-performing
assets.
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VOLUNTEER BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
AS OF AND FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
YEAR 2000 COMPLIANCE
The Year 2000 poses serious challenges to the banking industry. Many experts
believe that even the most prepared organizations may encounter some
implementation problems. The federal banking agencies are concerned that
financial institutions avoid major disruptions to service and operations. All
banks are required to have an action plan to address Year 2000 issues which must
include an indication of management awareness of the problems and the commitment
to solutions; identification of external risks; and operational issues that are
relevant to a bank's Year 2000 planning.
The Federal Financial Institutions Examination Council ("FFIEC") has issued
guidelines and target time frames to accomplish critical actions concerning Year
2000 compliance:
* By September 30, 1997, all banks should have identified affected
applications and data bases. Mission critical applications should be identified
and an action plan set for Year 2000 work.
* By December 31, 1998, code enhancements and revisions, hardware
upgrades, and other associated changes should have been largely completed by all
banks. In addition, for mission critical applications, programming changes
should have largely completed and testing should have been well underway.
* Between January 1, 1999 and December 31, 1999, banks should be
testing and implementing their Year 2000 conversion programs.
External factor which may adversely affect the Company include reliance on
vendors, such as third-party data processing services and software and hardware
vendors; electronic data-sensitive exchange among other financial institutions
which may not be Year 2000 compliant; corporate customers of the Company and
other debtors.
The Company has been assessing its state of readiness by evaluating its
information technology ("IT") and non-IT systems. IT systems commonly include
data processing, accounting and telephone systems. With respect to its IT
systems, the Company estimates that its Year 2000 identification, assessment,
and remediation efforts are substantially complete. During 1998, the Company's
need for additional computing capacity led it to lease a new IT system for a
period of five years at annual rent of approximately $75,000. This system is
certified to be Year 2000 compliant and the Company has tested the system to
ensure that it is working properly. The Company has assessed its Year 2000
status in regard to non-IT systems and has determined that no material risk
exists.
The Company has communicated with its significant vendors in order to determine
the extent to which interfaces with such entities are vulnerable to Year 2000
issues and whether the products and services purchased from such entities are
Year 2000 compliant. The Company has received either verbal or written assurance
from these vendors that they expect to address all their significant Year 2000
issues on a timely basis. With respect to significant borrowers and depositors,
the Company does not anticipate any material Year 2000 issues.
The Company believes the cost of its further Year 2000 identification,
assessment, remediation and testing efforts will not exceed $10,000.
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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) Exhibits
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 September 30, 1999.
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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: November 12, 1999 /s/ Reed D. Matney
---------------------------------------
Reed D. Matney, President
(principal executive officer)
Date: November 12, 1999 /s/ H. Lyons Price
---------------------------------------
H. Lyons Price (principal financial and
accounting officer)
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