UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25 (AMENDED)
NOTIFICATION OF LATE FILING
COMMISSION FILE NUMBER: 0-23551
(Check One): |_| Form 10-KSB |_| Form 20-F |_| Form 11-K |X| Form 10-QSB
|_| Form N-SAR
For Period Ended: September 30, 2005
|_| Transition Report on Form 10-K
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-Q
|_| Transition Report on Form N-SAR
For the Transition Period Ended: _________________
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
PART I
REGISTRANT INFORMATION
Full Name of registrant: UNITED TENNESSEE BANKSHARES, INC.
Former Name if applicable:
Address of principal executive office: 170 W. Broadway
City, state and zip code: Newport, Tennessee 37821
PART II
RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
|X| (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
|X| (b) The subject annual report, semi-annual report, transition report
on Form 10-KSB, Form 20-F, Form 11-K, Form N-SAR, or Form N-CSR,
or portion thereof, will be filed on or before the fifteenth
calendar day following the prescribed due date; or the subject
quarterly report on Form 10-Q, or portion thereof, will be filed
on or before the fifth calendar day following the prescribed due
date; and
|_| (c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
PART III
NARRATIVE
The Registrant's Quarterly Report on Form 10-QSB for the quarter ended September
30, 2005 could not be filed because the Registrant, in anticipation of the
de-registration of its securities before the required filing date pursuant to a
going private transaction, had not prepared the report. Registrant is in the
process of a going private transaction which was to be voted upon at its annual
shareholders meeting on November 10, 2005. Just prior to that meeting,
management and the audit committee of Registrant, in consultation with
Registrant's independent registered public accounting firm, Pugh & Company,
P.C., determined that Registrant did not correctly record the expense associated
with the repurchase of its common stock from employees and directors for the
years ended December 31, 2003 and 2004 and the interim periods ended March 31,
2005 and June 30, 2005, and such expense will be restated by Registrant. The
annual meeting was adjourned until corrected information could be provided to
the shareholders and amended periodic reports could be filed with the SEC.
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PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Linda M. Crouch-McCreadie (423) 928-0181
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). |X| Yes |_| No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof? |X| Yes | | No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
The Registrant issued a press release on October 13, 2005 which disclosed the
following related to its results of operations:
Net income for the nine months ended September 30, 2005 increased $77,000, or
5.8% compared to the same nine month period in the previous year, from $1.34
million to $1.42 million. the increase in net income is primarily the result of
net gains on the sales of investments of $517,000, offset by an increase in
interest expense of $417,000 as a result of an increase in our cost of funds. On
April 4, 2005, Harland Financial Solutions ("Harland") announced that it was
acquiring our third-party data processor, Intrieve, Inc. Proceeds from Harland
for UTBI's Intrieve, Inc. stock resulted in a gain of $614,000.
Presented below are condensed statements of income for the three-month and
nine-month periods ended September 30, 2005 and 2004 and selected financial
condition data as of September 30, 2005 and December 31, 2004.
UNITED TENNESSEE BANKSHARES, INC.
UNAUDITED CONDENSED STATEMENTS OF INCOME
FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2005 AND 2004
(In Thousands)
Three Months Nine Months
Ended Ended
September 30 September 30
2005 2004 2005 2004
----------------- ------------------
Interest Income $1,660 $1,733 $5,069 $5,109
Interest Expense 595 431 1,615 1,198
------ ------ ------ ------
Net Interest Income 1,065 1,302 3,454 3,911
Provision for loan losses 18 24 54 76
------ ------ ------ ------
Net interest income after
provison for loan losses 1,047 1,278 3,400 3,835
Non-interest income 183 157 943 420
Non-interest operating expense 513 729 2,132 2,266
------ ------ ------ ------
Net Income $ 423 $ 447 $1,415 $1,338
====== ====== ====== ======
Earnings per Share:
Basic $ 0.36 $ 0.37 $1.19 $1.09
Diluted $ 0.36 $ 0.37 $1.19 $1.10
The press release and the information shown above do not take into consideration
the estimated effects of the restatements referred to in Part III above.
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We anticipate a decrease in net income of between $100,000 and $125,000 for the
nine months ended September 30, 2005 from that reported in the press release
referred to above. We also anticipate a decrease in net income of between
$10,000 and $25,000 for the three months ended September 30, 2005 from that
reported in the press release. For the nine months ended September 30, 2004, we
anticipate a decrease in net income of between $250,000 and $275,000 from the
amount reported in the press release and for the three months ended September
30, 2004 we anticipate a decrease in net income of between $25,000 and $50,000
from the amount reported in the press release.
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SIGNATURE
United Tennessee Bankshares, Inc. has caused this notification to be signed
on its behalf by the undersigned hereunto duly authorized.
Date: November 15, 2005
By: /s/ Richard G. Harwood
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Richard G. Harwood
President and Chief Executive Officer
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