SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
Mark One
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended June 30, 2001.
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
ACT
Commission File Number: 0-23551
UNITED TENNESSEE BANKSHARES, INC.
(Exact Name of Small Business Issuer as Specified in its Charter)
TENNESSEE 62-1710108
- ---------------------------------- -----------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
344 Broadway, Newport, Tennessee 37821
- -------------------------------- -------
(Address of Principal Executive Offices) (Zip Code)
Issuer's Telephone Number, Including Area Code: (423) 623-6088
Check whether the issuer: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past ninety days:
Yes [X] No [ ]
State the number of shares outstanding of each of the issuer's classes of common
stock as of the latest practicable date: 1,345,713
---------
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
CONTENTS
--------
PART I. FINANCIAL INFORMATION
---------------------
Item 1. Financial Statements
Consolidated Statements of Financial Condition as of
June 30, 2001 (Unaudited) and December 31, 2000..............3
Consolidated Statements of Income for the Three-Month and
Six-Month Periods Ended June 30, 2001 and 2000 (Unaudited)...4
Consolidated Statements of Comprehensive Income for the
Three-Month and Six-Month Periods Ended June 30, 2001
and 2000 (Unaudited).........................................5
Consolidated Statement of Changes in Shareholders' Equity for
the Six-Month Period Ended June 30, 2001 (Unaudited).........6
Consolidated Statements of Cash Flows for the Six-Month
Periods Ended June 30, 2001 and 2000 (Unaudited)...........7-8
Notes to Consolidated Financial Statements for the Six-Month
Periods Ended June 30, 2001 and 2000 (Unaudited)..........9-11
Item 2. Management's Discussion and Analysis or Plan of
Operation................................................12-17
PART II. OTHER INFORMATION
-----------------
Item 1. Legal Proceedings...........................................18
Item 2. Changes in Securities and Use of Proceeds...................18
Item 3. Defaults upon Senior Securities.............................18
Item 4. Submission of Matters to a Vote of Security Holders.........18
Item 5. Other Information...........................................18
Item 6. Exhibits and Reports on Form 8-K............................18
SIGNATURES....................................................................19
2
UNITED TENNESSEE BANKSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
AS OF JUNE 30, 2001 AND DECEMBER 31, 2000
June 30,
2001 December 31,
(Unaudited) 2000
---------------------- -------------------
(in thousands)
Assets
Cash and amounts due from depository institutions $ 4,263 $ 3,067
Investment securities available for sale, at fair value 24,530 24,357
Loans receivable, net 69,924 68,878
Premises and equipment, net 504 470
Foreclosed real estate - held for sale 59 0
Accrued interest receivable 593 603
Goodwill, net of amortization 993 1,033
Prepaid expenses and other assets 30 145
----------------------- ------------------
Total assets $ 100,896 $ 98,553
======================= ==================
Liabilities and Equity
Liabilities:
Deposits $ 84,994 $ 81,614
Advances from Federal Home Loan Bank 710 1,753
Accrued interest payable 214 300
Accrued income taxes 37 0
Deferred income taxes 909 841
Accrued benefit plan liabilities 519 643
Other liabilities 22 72
----------------------- ------------------
Total liabilities 87,405 85,223
----------------------- ------------------
Shareholders' equity:
Common stock - no par value, Authorized 20,000,000 shares;
issued and outstanding 1,345,713 shares (1,382,013 in 2000) 12,762 13,091
Unearned compensation - ESOP ( 679) ( 843)
Shares in grantor trust - contra account ( 183) ( 183)
Shares in MRP plan - contra account ( 221) ( 390)
Shares in stock option plan trusts - contra account ( 1,657) ( 1,657)
Retained earnings 2,185 2,139
Accumulated other comprehensive income 1,284 1,173
----------------------- ------------------
Total shareholders' equity 13,491 13,330
----------------------- ------------------
Total liabilities and equity $ 100,896 $ 98,553
======================= ==================
The accompanying notes are an integral part of these financial statements.
3
UNITED TENNESSEE BANKSHARES, INC., AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2001 AND 2000
(In Thousands Except (In Thousands Except
per Share Information) per Share Information)
----------------------------------- --------------------------------
Three Months Ended Six Months Ended
June 30, June 30,
----------------------------------- --------------------------------
2001 2000 2001 2000
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
---------------- ---------------- ---------------- --------------
Interest income:
Loans $ 1,487 $ 1,341 $ 2,959 $ 2,621
Investment securities 356 442 719 839
Other interest-earning assets 29 55 53 29
---------------- ---------------- ---------------- --------------
Total interest income 1,872 1,812 3,733 3,513
---------------- ---------------- ---------------- --------------
Interest expense:
Deposits 947 906 1,982 1,733
Advances from Federal Home Loan Bank
and note payable 12 87 31 176
---------------- ---------------- ---------------- --------------
Total interest expense 959 993 2,013 1,909
---------------- ---------------- ---------------- --------------
Net interest income 913 819 1,720 1,604
Provision for loan losses 16 9 28 16
---------------- ---------------- ---------------- --------------
Net interest income after provision for loan losses 897 810 1,692 1,588
---------------- ---------------- ---------------- --------------
Noninterest income:
Deposit account service charges 68 46 123 92
Loan service charges and fees 29 29 61 57
Net gain (loss) on sales of investment
securities available for sale (2) 0 3 0
Other 12 0 21 5
---------------- ---------------- ---------------- --------------
Total noninterest income 107 75 208 154
---------------- ---------------- ---------------- --------------
Noninterest expense:
Compensation and benefits 278 240 588 528
Occupancy and equipment 37 51 102 101
Federal deposit insurance premiums 12 12 24 24
Data processing fees 62 53 110 96
Advertising and promotion 24 16 47 34
Amortization 20 20 40 40
Other 134 134 268 265
---------------- ---------------- ---------------- --------------
Total noninterest expense 567 526 1,179 1,088
---------------- ---------------- ---------------- --------------
Income before income taxes 437 359 721 654
Income taxes 160 131 260 251
---------------- ---------------- ---------------- --------------
Net income $ 277 $ 228 $ 461 $ 403
================ ================ ================ ==============
Earnings per share:
Basic $ 0.21 $ 0.16 $ 0.34 $ 0.29
================ ================ ================ ==============
Diluted $ 0.21 $ 0.16 $ 0.34 $ 0.29
================ ================ ================ ==============
The accompanying notes are an integral part of these financial statements.
4
UNITED TENNESSEE BANKSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2001 AND 2000
Three Months Ended June 30, Six Months Ended June 30,
2001 2000 2001 2000
--------------- ---------------- ---------------- ----------------
(Unaudited - in Thousands) (Unaudited - in Thousands)
--------------------------------- -----------------------------------
Net income $ 277 $ 228 $ 461 $ 403
--------------- ---------------- ---------------- ----------------
Other comprehensive income (loss), net of tax:
Unrealized gains (losses) on investment securities 90 (34) 182 (195)
Reclassification adjustment for gains\losses
included in net income 2 8 (3) 9
Income taxes related to unrealized
gains\losses on investment securities (35) 9 (68) 70
--------------- ---------------- ---------------- ----------------
Other comprehensive income (loss), net of tax 57 (17) 111 (116)
--------------- ---------------- ---------------- ----------------
Comprehensive income $ 334 $ 211 $ 572 $ 287
=============== ================ ================ ================
The accompanying notes are an integral part of these financial statements.
5
UNITED TENNESSEE BANKSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2001
Shares in
Grantor Shares in Shares in Accumulated
Unearned Trust - MRP Plan - Stock Option Other Total
Common Compensation Contra Contra Plan - Contra Retained Comprehensive Shareholders'
Stock ESOP Account Account Account Earnings Income Equity
----------- ------------- ---------- ----------- -------------- ---------- -------------- ------------
(Unaudited - in Thousands)
Balances, beginning
of period $ 13,091 $ (843) $ (183) $ (390) $ (1,657) $ 2,139 $ 1,173 $ 13,330
Net income 461 461
Issuance of shares of common
stock pursuant to MRP plan 169 169
Other comprehensive 111 111
income (loss)
Payment on ESOP loan 164 164
principal
Dividends paid (415) (415)
Repurchase and retirement
of 36,300 shares of Common Stock (329) (329)
----------- ------------- ---------- ----------- -------------- ---------- -------------- ------------
Balances, end of period $ 12,762 $ (679) $ (183) $ (221) $ (1,657) $ 2,185 $ 1,284 $ 13,491
=========== ============= ========== =========== ============== ========== ============== ============
The accompanying notes are an integral part of these financial statements.
6
UNITED TENNESSEE BANKSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTH PERIODS ENDED JUNE 30, 2001 AND 2000
Six Months Ended
------------------------------------------
June 30
------------------------------------------
2001 2000
-------------------- --------------------
(Unaudited - in Thousands)
Operating Activities:
Net income $ 461 $ 403
-------------------- --------------------
Adjustments to reconcile net income to net cash provided by operating
activities:
Provision for loan losses 28 16
Depreciation 30 29
Amortization of goodwill 40 40
Federal home loan bank stock dividends (29) (27)
Net (gain) loss on sales of investment securities
available for sale (3) 9
Deferred income taxes (benefit) 1 (1)
(Increase) Decrease in:
Accrued interest receivable 10 (92)
Other assets 115 74
Increase (Decrease) in:
Accrued interest payable (86) 15
Accrued income taxes 37 0
Accrued benefit plan liabilities (124) (105)
Other liabilities (50) (52)
-------------------- --------------------
Total adjustments (31) (94)
-------------------- --------------------
Net cash provided by operating activities 430 309
-------------------- --------------------
Investing Activities:
Purchases of investment securities available for sale (5,500) (2,474)
Proceeds from maturities of investment securities
available for sale 2,823 0
Principal payments received on investment securities
available for sale 2,212 2,443
Proceeds from sales of investment securities
available for sale 502 1,493
Net increase in loans (1,133) (3,916)
Purchases of plant and equipment, net (64) (1)
-------------------- --------------------
Net cash used in investing activities (1,160) (2,455)
-------------------- --------------------
The accompanying notes are an integral part of these financial statements.
7
UNITED TENNESSEE BANKSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTH PERIODS ENDED JUNE 30, 2001 AND 2000
Six Months Ended
------------------------------------------
June 30,
------------------------------------------
2001 2000
-------------------- --------------------
(Unaudited - in Thousands)
Financing Activities:
Dividends paid ( 415) (415)
Net increase (decrease) in deposits 3,380 3,179
Repurchase and retirement of common stock (329) 0
Issuance of common stock for MRP plan 169 155
Payment on ESOP loan and release of shares 164 162
Repayment of advances from Federal Home Loan Bank (1,043) (995)
Repayment of note payable 0 (3,200)
Proceeds from advances from Federal Home Loan Bank 0 3,000
-------------------- --------------------
Net cash provided by (used in) financing activities 1,926 1,886
-------------------- --------------------
Net increase (decrease) in cash and cash equivalents 1,196 (260)
Cash and cash equivalents, beginning of period 3,067 2,387
-------------------- --------------------
Cash and cash equivalents, end of period $ 4,263 $ 2,127
==================== ====================
Supplementary disclosures of cash flow information: Cash paid during the period
for:
Interest $ 2,099 $ 1,894
Income taxes $ 223 $ 252
Supplementary disclosures of noncash investing activities:
Sale of foreclosed real estate
by origination of mortgage loans $ 0 $ 0
Acquisition of foreclosed real estate $ 59 $ 85
Change in unrealized gain\loss on investment securities
available for sale $ 179 $ (186)
Change in deferred income taxes associated with
unrealized gain\loss on investment securities available
for sale $ 68 $ (70)
Change in net unrealized gain\loss on investment
securities available for sale $ 111 $ (116)
The accompanying notes are an integral part of these financial statements
8
UNITED TENNESSEE BANKSHARES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTH PERIODS ENDED JUNE 30, 2001 AND 2000
(UNAUDITED)
Note 1 - Basis of Presentation and Principles of Consolidation
United Tennessee Bankshares, Inc. ("Company") was incorporated under the laws of
the State of Tennessee for the purpose of becoming the holding company of
Newport Federal Savings and Loan Association ("Association"), in connection with
the Association's conversion from a federally chartered mutual savings and loan
association to a federally chartered capital stock savings bank. The Company had
no assets or operations prior to the conversion. On January 1, 1998, the
Association converted from a mutual savings association to a capital stock
savings bank, changed its name to Newport Federal Bank ("Bank"), and was
simultaneously acquired by its holding company, United Tennessee Bankshares,
Inc. See Note 3 for additional information concerning the Association's stock
conversion.
The Bank provides a variety of financial services to individuals and corporate
customers through its three offices in Newport, Tennessee. The Bank's primary
deposit products are interest-bearing savings accounts and certificates of
deposit. The Bank's primary lending products are one-to-four family first
mortgage loans.
The accompanying unaudited consolidated financial statements have been prepared
in accordance with the instructions for Form 10-QSB and on the same basis as the
Company's audited consolidated financial statements. In the opinion of
management, all adjustments, consisting of normal recurring accruals, necessary
to present fairly the financial position, results of operations, and cash flows
for the interim periods presented have been included. The results of operations
for such interim periods are not necessarily indicative of the results expected
for the full year.
The consolidated financial statements include the accounts of the Company and
the Bank. All intercompany accounts have been eliminated.
Note 2 - Earnings Per Share
Basic earnings per share represents income available to shareholders divided by
the weighted average number of shares outstanding during the period. Diluted
earnings per share reflects additional shares that would have been outstanding
if dilutive potential shares had been issued, as well as any adjustment to
income that would result from the assumed issuance. Potential shares that may be
issued by the Company relate solely to outstanding stock options, and are
determined using the treasury stock method.
Earning per share have been computed based on the following:
Three Months Ended Six Months Ended
------------------------------- ----------------------------
June 30, June 30,
------------------------------- ----------------------------
2001 2000 2001 2000
-------------- ---------------- ------------- --------------
Average number of shares outstanding 1,345,713 1,382,013 1,372,888 1,382,013
Effect of dilutive options 0 4,763 0 4,763
-------------- ---------------- ------------- --------------
Average number of shares outstanding used
to calculate earnings per share 1,345,713 1,386,776 1,372,888 1,386,776
============== ================ ============= ==============
9
Note 3 - Comprehensive Income
The FASB has issued SFAS No. 130, "Reporting Comprehensive Income." This
statement establishes standards for reporting comprehensive income and its
components in the financial statements. The object of the statement is to report
a measure of all changes in equity of an enterprise that results from
transactions and other economic events of the period other than transactions
with owners. Items included in comprehensive income include revenues, gains, and
losses that under generally accepted accounting principles are directly charged
to equity. Examples include foreign currency translations, pension liability
adjustments and unrealized gains and losses on investment securities available
for sale. The Company has included its comprehensive income in a separate
financial statement as part of its consolidated financial statements.
Note 4 - Management Recognition Plan
In January 1999, the Company's board of directors approved a Management
Recognition Plan (MRP), and in May 1999, the Company's shareholders ratified the
plan. The plan authorizes the board of directors to award up to 58,190 shares of
restricted common stock to members of the board of directors and senior
management.
The Company's board of directors has awarded 54,518 shares as of June 30, 2001
(50,845 shares as of June 30, 2000) of restricted common stock to certain
members of the board of directors and senior management. The shares are awarded
25% per year. The Company and its subsidiary will share the cost of the Plan and
accrue the estimated cost of repurchasing shares to be reissued as restricted
stock over the period that such awards are earned. Activity in the MRP plan is
as follows:
Period Ended June 30,
------------------------------------
2001 2000
--------------- ----------------
Accrued Liability Balance at Beginning of Period $ 152,895 $ 142,595
Amount Charged to Expense 81,575 79,463
Less Cost of Shares Issued (168,887) (155,559)
--------------- ----------------
Accrued Liability Balance at End of Period $ 65,583 $ 66,499
=============== ================
The Company held 18,056 shares as of June 30, 2001 (32,772 shares as of June 30,
2000) of its common stock in trust at a net cost of $221,006 as of June 30, 2001
($400,915 as of June 30, 2000). A contra-equity account has been established to
reflect the cost of such shares held in trust.
Note 5 - Stock Option Plan
In January 1999, the Company's board of directors approved the Company's 1999
stock option plan, and in May 1999, the Company's shareholders ratified the
plan. The plan reserved 145,475 shares of the Company's common stock for
issuance pursuant to the options to be granted. These shares will be either
newly issued shares or shares purchased on the open market.
10
The Company's board of directors has approved the issuance of stock options
under the Plan to certain members of the board of directors and senior
management. The options vest at a rate of 25% per year, expire in ten years, and
provide for the purchase of stock at an exercise price of $8.60 per share. Stock
options awarded totaled 205,869 and 196,061 as of June 30, 2001 and 2000
respectively.
The Company has repurchased 188,422 shares as of June 30, 2001 (168,027 shares
as of June 30, 2000) of its common stock, which are being held in trusts for
when the stock options are exercised. A contra-equity account has been
established to reflect the costs of such shares held in trusts. The Company
intends to utilize dividends received to continue to purchase shares of its
common stock to be placed in the stock option trusts.
The Company applies APB Opinion 25 and related Interpretations in accounting for
its stock option plan. Accordingly, no compensation cost has been recognized.
Had compensation cost for the Company's stock option plan been determined based
on the fair value at the grant dates for awards under the plan consistent with
the method prescribed by FASB Statement No. 123, the Company's net income and
earnings per share would not have been significantly affected.
Note 6 - Improvement Plan for Main Office Facility
The Company's board of directors recently approved a plan to improve the
existing main office facilities. Total cost of the project is estimated to be
approximately $1,000,000.
Note 7 - Accounting for Transfers and Servicing of Financial Assets and
Extinguishment of Liabilities
In September 2000, the FASB issued Statement of Financial Accounting Standards
No. 140, Accounting for Transfers and Servicing of Financial Assets and
Extinguishment of Liabilities. This Statement replaces FASB Statement No. 125,
Accounting for Transfers and Servicing of Financial Assets and Extinguishment of
Liabilities. It revises the standards for accounting for securitization and
other transfers of financial assets and collateral and requires certain
disclosures, but it carries over most of Statement No. 125's provisions. The
Statement provides accounting and reporting standards for transfers and
servicing of financial assets and extinguishment of liabilities occurring after
March 31, 2001. This Statement is also effective for recognition and
reclassification of collateral and for disclosure related to securitization
transactions and collateral for fiscal years ending after December 15, 2000.
Since the Company does not currently engage in securitization and other
transfers of financial assets and collateral, this Statement is not expected to
significantly affect the financial condition or results of operations of the
Company.
11
Item 2. Management's Discussion and Analysis or Plan of Operation
General
The principal business of United Tennessee Bankshares, Inc. and our wholly owned
subsidiary Newport Federal Bank ("we," "us," etc.) consists of accepting
deposits from the general public through our main office and two branch offices
and investing those funds in loans secured by one- to four-family residential
properties located in our primary market area. We also maintain a portfolio of
investment securities and originate a limited amount of commercial real estate
loans and consumer loans. Our investment securities portfolio consists of U.S.
Treasury notes and U.S. government agency securities, local municipal bonds and
mortgage-backed securities which are guaranteed as to principal and interest by
the FHLMC, GNMA or FNMA. We also maintain an investment in Federal Home Loan
Bank of Cincinnati common stock and FHLMC preferred stock.
Our net income primarily depends on our net interest income, which is the
difference between interest income earned on loans and investment securities and
interest paid on customers' deposits and other borrowings. Our net income is
also affected by noninterest income, such as service charges on customers'
deposit accounts, loan service charges and other fees, and noninterest expense,
primarily consisting of compensation expense, deposit insurance and other
expenses incidental to our operations.
Our operations and those of the thrift industry as a whole are significantly
affected by prevailing economic conditions, competition and the monetary and
fiscal policies of governmental agencies. Our lending activities are influenced
by demand for and supply of housing and competition among lenders and the level
of interest rates in our market area. Our deposit flows and costs of funds are
influenced by prevailing market rates of interest, primarily on competing
investments, account maturities and the levels of personal income and savings in
our market area.
12
Comparison of Financial Condition at June 30, 2001 and December 31, 2000
Total assets increased from December 31, 2000 to June 30, 2001 by $2.3 million,
or 2.4%, from $98.6 million at December 31, 2000 to $100.9 million at June 30,
2001. The increase in assets was principally the result of an increase in loans
receivable and cash and amounts due from depository institutions. Cash and
amounts due increased by $1.2 million as a result of an increase in overnight
deposits held at the Federal Home Loan Bank.
Loans receivable increased from December 31, 2000 to June 30, 2001 as
originations exceeded repayments for the period by approximately $1.0 million.
The following table sets forth information about the composition of our loan
portfolio by type of loan at the dates indicated. At June 30, 2001 and December
31, 2000, we had no concentrations of loans exceeding 10% of gross loans other
than as disclosed below.
June 30, 2001 December 31, 2000
--------------------------- -------------------------
(Dollars in Thousands)
---------------------------------------------------------
Amount Percent Amount Percent
------ ------- ------ -------
Type of Loan:
Real estate loans:
One- to four-family residential $ 54,501 74.5% $ 53,782 75.9%
Commercial 9,537 13.0% 10,229 14.4%
Construction 3,900 5.3% 2,589 3.6%
Consumer loans:
Automobile 1,418 1.9% 1,402 2.0%
Loans to depositors, secured by deposits 1,189 1.6% 1,250 1.8%
Home equity and second mortgage 187 0.3% 227 0.3%
Other 2,466 3.4% 1,415 2.0%
--------------------------- -------------------------
73,198 100% 70,894 100%
-------------============== ------------=============
Less:
Loans in process 2,240 1,030
Deferred fees and discounts 350 326
Allowance for loan losses 684 660
-------------- -------------
Total $ 69,924 $ 68,878
============== =============
We actively monitor our asset quality and charge off loans and properties
acquired in settlement of loans against the allowances for losses on such loans
and such properties when appropriate and provide specific loss allowances when
necessary. Although we believe we use the best information available to make
determinations with respect to the allowances for losses, future adjustments may
be necessary if economic conditions differ substantially from the economic
conditions in the assumptions used in making the initial determinations.
13
The following table sets forth information about our allowance for loan losses
for the period indicated.
Six Six
Months Ended Months Ended
June 30, 2001 June 30, 2000
------------------- -------------------
(In Thousands)
Balance at beginning of period $ 660 $ 661
------------------- -------------------
Charge-offs:
Consumer (4) (15)
Recoveries:
Consumer 0 4
------------------- -------------------
Net Charge-offs (4) (11)
Provision for loan losses 28 16
------------------- -------------------
Balance at end of period $ $684 $ $666
=================== ===================
The following table sets forth information about our nonperforming assets at the
dates indicated.
June 30, 2001 June 30, 2000
------------------- -------------------
(In Thousands)
Nonaccrual Loans $ 0 $ 0
Accruing loans which are contractually past due
90 days or more:
Real Estate:
One- to four-family residential 388 358
Commercial 36 101
Consumer 47 19
------------------- -------------------
Total $ $471 $ $478
=================== ===================
At June 30, 2001, the Bank had one additional commercial real estate loan
totaling $460,000 as to which known information about possible credit problems
of borrower caused us to have doubts as to the ability of the borrower to comply
with present loan repayment terms. Although the loan is current, the cash flows
of the lessee of the property are below expectations. The loan, however, is well
secured and we do not expect to incur any loss in excess of attributable
existing reserves on any of our assets. We conduct regular reviews of our assets
and evaluate the need to establish allowances on the basis of this review.
Allowances are established on a regular basis based on an assessment of risk in
our assets taking into consideration the composition and quality of the
portfolio, delinquency trends, current charge-off and loss experience, the state
of the real estate market, regulatory reviews conducted in the regulatory
examination process, general economic conditions and other factors deemed
relevant by us. Allowances are provided for individual assets, or portions of
assets, when ultimate collection is considered improbable based on the current
payment status of the assets and the fair value or net realizable value of the
collateral.
During the six months ended June 30, 2001, the Company increased its liabilities
by $2.2 million, or 2.6%, in order to fund asset growth. Total deposits
increased $3.4 million or 4.1% from $81.6 million at December 31, 2000 to $85.0
million at June 30, 2001. Advances from the Federal Home Loan Bank decreased
$1.0 million, or 59.5%, from $1.75 million at December 31, 2000 to $710,000 at
June 30, 2001.
Our shareholders' equity increased $161,000 from $13.3 million at December 31,
2000 to $13.5 million at June 30, 2001. The increase was due to $461,000 of net
income, payment of approximately $164,000 on the ESOP loan principal,
distribution of shares under the MRP plan at a cost of $169,000, and a $111,000
increase in our net unrealized gain on investment securities, offset by the
payment of a dividend to shareholders of $415,000, and the repurchase and
retirement of stock at a cost of $329,000.
14
Discussion of Results of Operations for the Three Months Ended June 30, 2001 and
2000
Our net income for the three months ended June 30, 2001 was $277,000, a $49,000,
or 21.5% increase from the $228,000 we earned during the three months ended June
30, 2000. Basic and diluted earnings per share for the three months ended June
30, 2001 were each $0.21 compared to $0.16 for the same period in 2000. Basic
average shares outstanding for the periods ended June 30, 2001 and 2000 were
1,345,713 and 1,382,013 shares, respectively. Average dilutive potential shares
outstanding were 0 and 4,763, respectively.
Interest income increased $60,000, or 3.3%, from $1.81 million for the three
months ended June 30, 2000 to $1.87 million for the three months ended June 30,
2001. The increase in interest income was due to interest on loans, which
increased $146,000, or 10.9%, due to an increase in the average outstanding
balance of the loan portfolio. The increase in interest income on loans was
offset by a decrease in interest income on investment securities and other
interest earning assets of $86,000.
Interest expense on deposits increased $41,000 from $906,000 for the three
months ended June 31, 2000 to $947,000 for the three months ended June 30, 2001,
primarily due to the increase in the average balance of deposits. In addition,
the Company incurred $12,000 in interest expense on advances from the Federal
Home Loan Bank compared to $87,000 in the prior-year period.
Net interest income increased $94,000, or 11.5%, between the periods as the
increase in interest income exceeded the increase in interest expense. The
Company's net interest margin widened to 3.82% for the three months ended June
30, 2001 compared to 3.40% for the comparable period of 2000. The widening of
the net interest margin reflects the current rate environment.
Noninterest income increased $32,000 from $75,000 for the three months ended
June 30, 2000 to $107,000 for the three months ended June 30, 2001. The increase
in noninterest income was mainly from increased deposit account service charges
consistent with the higher level of deposit accounts during the 2001 period and
the restructuring of our deposit fees.
Noninterest expenses increased $41,000 from $526,000 for the three months ended
June 30, 2000 to $567,000 for the three months ended June 30, 2001. Compensation
and benefits expense increased $38,000 from $240,000 for the three months ended
June 30, 2000 to $278,000 for the three months ended June 30, 2001 due to the
addition of personnel and normal salary increases
Our effective tax rates for the three months ended June 30, 2001 and 2000 were
36.6% and 36.5%, respectively.
Discussion of Results of Operations for the Six Months Ended June 30, 2001 and
2000
Our net income for the six months ended June 30, 2001 was $461,000, a $58,000,
or 14.4% increase over the $403,000 we earned during the six months ended June
30, 2000. Basic and diluted earnings per share for the six months ended June 30,
2001 were each $0.34 compared to $0.29 for the same period in 2000. Average
shares outstanding for the six month period ended June 30, 2001 and 2000 were
1,372,888 and 1,382,013 shares, respectively.
15
Interest income increased $220,000, or 6.3% from $3.51 million for the six
months ended June 30, 2000 to $3.73 million for the six months ended June 30,
2001. The increase in interest income was due to interest on loans, which
increased $338,000, or 12.9%, due to an increase in the average balance of the
loan portfolio. The increase in interest income on loans was partially offset by
a decrease in interest income on investment securities and other interest
earning assets of $118,000.
Interest expense on deposits increased $249,000 due to the increase in average
balance of deposits of $7.9 million compared to the same period in the prior
year. The Company used the funds from the additional deposits to fund loan
originations and to repay advances from the Federal Home Loan Bank. Interest
expense on advances from the Federal Home Loan Bank decreased $145,000 for the
six months ended June 30, 2001 compared to the same period in 2000 due to a
decrease in the average balance of advances outstanding of approximately $5.0
million.
Net interest income increased $116,000 or 7.2% between the periods as the
increase in interest income exceeded the increase in interest expense. The
Company's net interest margin widened to 3.60% for the six months ended June 30,
2001 compared to 3.42% for the comparable period of 2000. The widening of the
interest margin reflects the current rate environment and the fact that our
deposit costs have decreased.
Noninterest income increased $54,000 from $154,000 for the six months ended June
30, 2000 to $208,000 for the six months ended June 30, 2001. The increase in
noninterest income was mainly from increased deposit account service charges
consistent with the higher level of deposit accounts during the 2001 period and
the restructuring of our deposit fees.
Noninterest expenses increased $91,000 from $1.08 million for the six months
ended June 30, 2000 to $1.18 million for the six months ended June 30, 2001.
Compensation and benefits expense increased $60,000 from $528,000 for the six
months ended June 30, 2000 to $588,000 for the six months ended June 30, 2001
due to the addition of personnel and normal salary increases.
Our effective tax rates for the six months ended June 30, 2001 and 2000 were
36.1% and 38.4%, respectively. The lower effective tax rate is due to an
increase in our tax-exempt investment securities in 2001 compared to 2000.
Liquidity and Capital Resources
The Company does not currently have any business activities other than the
operation of the Bank and does not have significant on-going funding commitments
other than the payment of dividends to shareholders. To date, the Company has
used the proceeds from its initial public offering and dividends from the Bank
to meet its liquidity needs. The Bank is subject to various regulatory
limitations on the payment of dividends to the Company. The Company paid a
return of capital distribution with funds on hand and approximately $3.0 million
in borrowings from a third party lender during the fourth quarter of 1999. The
Bank received permission from the OTS to pay a dividend to the Company in excess
of regulatory safe harbor amounts in order to allow the Company to repay the
loan in the first quarter of 2000.
Our most liquid assets are cash and amounts due from depository institutions,
which are short-term highly liquid investments with original maturities of less
than three months that are readily convertible to known amounts of cash. The
16
levels of these assets are dependent on our operating, financing and investing
activities during any given period. Our primary sources of funds are deposits,
proceeds from principal and interest payments on loans and investment securities
and earnings. While scheduled principal repayments on loans and investment
securities are a relatively predictable source of funds, deposit flows and loan
and investment securities prepayments are greatly influenced by general interest
rates, economic conditions, competition and other factors. We do not solicit
deposits outside of our market area through brokers or other financial
institutions.
We have also designated all of our investment securities as available for sale
in order to meet liquidity demands. In addition to internal sources of funding,
as a member of the Federal Home Loan Bank we have substantial borrowing
authority with the Federal Home Loan Bank. Our use of a particular source of
funds is based on need, comparative total costs and availability.
We have historically maintained substantial levels of capital. The assessment of
capital adequacy depends on several factors, including asset quality, earnings
trends, liquidity and economic conditions. We seek to maintain high levels of
regulatory capital to give us maximum flexibility in the changing regulatory
environment and to respond to changes in market and economic conditions. These
levels of capital have been achieved through consistent earnings enhanced by low
levels of noninterest expense and have been maintained at those high levels as a
result of our policy of moderate growth generally confined to our market area.
At June 30, 2001 and December 31, 2000, we exceeded all current regulatory
capital requirements and met the definition of a "well-capitalized" institution,
the highest regulatory capital category.
We are required to maintain minimum levels of liquid assets as defined by OTS
regulations. This requirement, which may be varied at the discretion of the OTS
depending on economic conditions and deposit outflows, is based upon a
percentage of deposits and, if any, short-term borrowings. We exceeded all of
the liquidity requirements of the OTS as of both June 30, 2001 and December 31,
2000.
17
PART II. OTHER INFORMATION
-----------------
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities and Use of Proceeds
None.
Item 3. Defaults upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
On May 15, 2001, United Tennessee Bankshares, Inc. held its 2000 Annual
Meeting of Stockholders. The following is a brief description of each matter
voted upon and the results of the voting.
1. Election of Directors
Nominee For Withheld
------------------------------ ----------------- --------------
Robert L. Overholt 1,043,939 6,521
Ben W. Hooper, III 1,041,492 8,968
There were no abstentions of broker non-votes.
The terms of office of Directors Richard G. Harwood, Robert R. Self, William B.
Henry, J. William Myers and Tommy C. Bible continued after the meeting.
2. Approval of an amendment to the Newport Federal Savings and Loan
Association Long-Term Incentive Plan as follows:
For.................1,018,035
Against................27,850
Abstain.................4,575
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
The following exhibits are filed as a part of this report:
3.1 Charter of United Tennessee Bankshares, Inc.(1)
3.2 Bylaws of United Tennessee Bankshares, Inc. (1)
4 Form of Stock Certificate of United Tennessee Bankshares, Inc.
(1)
10.1 United Tennessee Bankshares, Inc. 1999 Stock Option Plan (2)
10.2 United Tennessee Bankshares, Inc. Management Recognition Plan (2)
10.3(a) Employment Agreements between Newport Federal Savings and Loan
Association and Richard G. Harwood, Nancy L. Bryant and Peggy
Holston (1)
10.3(b) Forms of Guarantee Agreements between United Tennessee
Bankshares, Inc. and Richard G. Harwood, Nancy L. Bryant and
Peggy Holston (1)
10.4 Newport Federal Savings and Loan Association Long-Term Incentive
Plan (1)
10.5 Newport Federal Savings and Loan Association Deferred
Compensation Plan (1)
- ---------------
(1) Incorporated by reference to United Tennessee Bankshares, Inc.'s
Registration Statement on Form SB-2, File No. 333-36465.
(2) Incorporated by reference to United Tennessee Bankshares, Inc.'s
Registration Statement on Form S-8, File No. 333-82803.
(b) Reports on Form 8-K:
United Tennessee Bankshares, Inc. did not file a current report on Form 8-K
during the quarter covered by this report.
18
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.
UNITED TENNESSEE BANKSHARES, INC.
Registrant
Date: August 14, 2001 /s/ Richard G. Harwood
---------------------------------
Richard G. Harwood
President and Chief Executive
Officer
(Duly Authorized Representative
and Principal Financial and
Accounting Officer)
19