-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JCMus8QDni78aeyE50xl0h2Ls51p6pogI/m+arS/RUUBHy1kLrLTt+/f3GN2SL81 mDqjV/NiEAqanZiCHAb+iQ== 0000950144-96-005111.txt : 19960813 0000950144-96-005111.hdr.sgml : 19960813 ACCESSION NUMBER: 0000950144-96-005111 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19960812 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: VOLUNTEER BANCORP INC CENTRAL INDEX KEY: 0000947440 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 621271025 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 033-94052 FILM NUMBER: 96607898 BUSINESS ADDRESS: STREET 1: P O BOX 550 CITY: ROGERSVILLE STATE: TN ZIP: 37857 BUSINESS PHONE: 4239219900 MAIL ADDRESS: STREET 1: 161 W MAIN ST CITY: SNEEDVILLE STATE: TN ZIP: 37879 10QSB 1 VOLUNTEER BANCORP, INC. 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, 1996 [ ] 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.) 161 MAIN STREET, SNEEDVILLE, TENNESSEE 37879 (Address of principal executive offices) (615) 733-2213 (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 ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by court. Yes 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: 479,012 AS OF JUNE 30, 1996. Transitional Small Business Disclosure Format (check one); Yes No ----- ----- 2 PART I -- FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS 3 VOLUNTEER BANCORP, INC AND SUBSIDIARY Sneedville, Tennessee Condensed Consolidated Financial Statements As of and for the Three and Six Months Ended June 30, 1996 and 1995 (Unaudited) 4 INDEPENDENT AUDITOR'S REVIEW REPORT To the Board of Directors Volunteer Bancorp, Inc. Sneedville, Tennessee We have reviewed the accompanying condensed consolidated balance sheet of Volunteer Bancorp, Inc. and subsidiary as of June 30, 1996 and 1995, and the related condensed consolidated statement of earnings for the three and six months then ended and the condensed consolidated statement 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 31, 1996 5 VOLUNTEER BANCORP, INC. AND SUBSIDIARY Consolidated Balance Sheets June 30, 1996 and 1995 (Unaudited- See Accountants' Review Report)
ASSETS 1996 1995 ------ ----------- ---------- Cash and due from banks $ 1,865,301 1,064,580 Federal fund sold 2,689,407 2,207,902 Investment securities available for sale (amortized cost of $13,840,472 and $3,464,360, respectively) 13,512,445 3,753,090 Investment securities held to maturity (estimated market value of $1,812,309 and $6,854,285) 1,863,987 6,862,558 Loans, less allowances for loan losses of $423,288 and $405,134, respectively 27,889,474 15,301,583 Accrued interest receivable 613,194 379,359 Premises and equipment, net 2,269,743 1,465,173 Deferred income taxes 41,868 - Other real estate 67,846 15,160 Goodwill 229,652 249,656 Other assets 100,226 243,432 ------------------------------- Total assets $51,143,143 31,542,493 =============================== LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------- Deposits: Non-interest bearing $ 6,157,526 4,908,129 Interest bearing 38,183,694 20,418,809 ------------------------------- Total deposits 44,341,220 25,326,938 Note payable 3,450,000 3,450,000 Interest payable 371,183 146,592 Securities sold under repurchase agreements 293,000 - Other accrued taxes, expenses and liabilities 69,510 63,496 Deferred income taxes - 146,693 ------------------------------- Total liabilities 48,524,913 29,133,719 ------------------------------- Minority interest - 5,494 ------------------------------- Stockholders' equity: Common stock, $0.01 par value, 1,000,000 shares authorized, 479,012 and 402,978 shares issued and outstanding at June 30, 1996 and 1995, respectively 4,790 4,030 Additional paid-in capital 1,294,969 692,643 Retained earnings 1,582,133 1,680,385 Net unrealized (loss) gain on securities available for sale (263,662) 26,222 ------------------------------- Total stockholders' equity 2,618,230 2,403,280 ------------------------------- Total liabilities and stockholders' equity $51,143,143 31,542,493 =============================== The accompanying notes are an integral part of these consolidated financial statements.
6 VOLUNTEER BANCORP, INC. AND SUBSIDIARY Consolidated Statement of Earnings For The Three and Six Months Ended June 30, 1996 and 1995 (Unaudited - See Accountants' Review Report)
Three months ended Six months ended June 30, June 30, ------------------ --------------- 1996 1995 1996 1995 ---- ---- ---- ---- Interest Income: Interest and fees on loans $658,625 376,189 1,243,598 688,940 Interest on federal funds 52,588 17,606 117,561 45,768 Interest on investment securities: Taxable 250,738 154,731 440,444 263,329 Exempt from Federal income taxes 625 5,032 625 9,379 ----------------------------------------------------- Total interest income 962,576 553,558 1,802,228 1,007,416 ----------------------------------------------------- Interest Expense: Interest on deposits 464,841 218,912 865,227 387,571 Other borrowed funds 71,947 57,223 143,846 57,913 ----------------------------------------------------- Total interest expense 536,788 276,135 1,009,073 445,484 ----------------------------------------------------- Net interest income 425,788 277,423 793,155 561,932 Provision for possible loan losses 15,000 9,000 30,000 18,000 ----------------------------------------------------- Net interest income after provision for possible loan losses 410,788 268,423 763,155 543,932 ----------------------------------------------------- Non-interest income: Service charges on deposits 15,605 10,619 29,275 18,257 Other service charges and fees 24,375 12,362 37,172 19,836 Securities gains - - 8,908 - Other non-interest income 3,056 229 6,428 8,636 ----------------------------------------------------- Total non-interest income 43,036 23,210 81,783 46,729 ----------------------------------------------------- Non-interest expense: Salaries and employee benefits 240,019 207,326 493,110 372,655 Occupancy expense 31,979 14,711 55,462 29,045 Furniture and equipment expense 26,922 20,264 62,471 40,798 Other non-interest expense 113,863 107,422 253,296 207,549 ----------------------------------------------------- Total non-interest expense 412,783 349,723 864,339 650,047 ----------------------------------------------------- (Loss) earnings before income taxes, and minority interest 41,041 (58,090) (19,401) (59,386) Income tax (benefit) expense 15,884 (22,654) (6,094) (24,614) Minority interest - 48 - (83) ----------------------------------------------------- Net income (loss) $ 25,157 (35,388) (13,307) (34,855) ===================================================== Income (loss) per weighted average common share $ 0.05 (0.09) (0.03) (0.09) ===================================================== Weighted average common shares outstanding 465,980 402,978 457,225 402,978 ===================================================== The accompanying notes are an integral part of these consolidated financial statements.
7 VOLUNTEER BANCORP, INC. AND SUBSIDIARY Consolidated Statement of Cash Flows For The Six Months Ended June 30, 1996 and 1995 (Unaudited - See Accountants' Review Report)
1996 1995 ------------ ----------- Cash Flows from Operating Activities: Net (loss) $ (13,307) (34,855) Adjustments to reconcile net (loss) to net cash provided by operating activities: Minority interest undistributed - 83 Deferred income taxes (20) 49,336 Provision for possible loan losses 30,000 18,000 Provision for depreciation and amortization 63,328 30,655 (Gain) on securities (8,908) - Decrease (increase) in interest receivable (178,639) (114,002) (Increase) decrease in other assets 87,767 (213,531) Increase (decrease) in other liabilities 108,849 128,175 ------------------------------ Net cash (used) provided by operating activities 89,070 (136,139) ------------------------------ Cash Flows from Investing Activities: Purchase of investment securities held to maturity (3,864,329) (250,000) Proceeds from calls and maturity of held to maturity securities 5,523,140 1,013,526 Purchase of investment securities available for sale (10,828,853) (3,464,671) Proceeds from calls and maturity of investments available for sale 3,500,000 - Net (increase) in loans (6,344,871) (2,644,453) Acquisition of minority interest - (141,196) Capital expenditures (337,063) (702,756) ------------------------------ Net cash (used) in investing activities (12,351,976) (6,189,550) ------------------------------ Cash Flows from Financing Activities: Net (decrease) increase in demand deposits, NOW accounts and savings accounts 2,143,193 (564,489) Net increase (decrease) in certificates of deposit 7,685,853 3,886,312 Net increase in securities sold under repurchase agreements 293,000 - Increase in long-term borrowing - 3,450,000 Proceeds from sale of common stock 327,600 - ------------------------------ Net cash provided (used) by financing activities 10,449,646 6,771,823 ------------------------------ Increase (decrease) in cash and cash equivalents (1,813,260) 446,134 Cash and cash equivalents beginning of period 6,367,968 2,826,348 ------------------------------ Cash and cash equivalents end of period $ 4,554,708 3,272,482 ============================== Supplemental Disclosure of Cash Flow Information: Cash paid during the period for: Interest $ 967,938 367,812 ============================== Income taxes $ - - ============================== The accompanying notes are an integral part of these consolidated financial statements.
8 VOLUNTEER BANCORP, INC. AND SUBSIDIARY Notes to Unaudited Condensed Consolidated Financial Statements Six Months Ended June 30, 1996 and 1995 1. Management Opinion In the opinion of management, the accompanying unaudited 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. Weighted average common shares outstanding Weighted average common shares outstanding for the three and six months ended June 30, 1995 are calculated after the effect of a 300 for 1 stock split effective June 14, 1995. 3. Adoption of Statements of Financial Accounting Standards (SFAS) on Impaired Loans On January 1, 1995 the Company adopted SFAS No. 114, "Accounting by Creditors for Impairment of a Loan" as amended by SFAS No. 118. "Accounting by Creditors for Impairment of a Loan - Income Recognition and Disclosures. SFAS No 114 prescribes a valuation methodology for impaired loans as defined by the standard. Generally, a loan is considered impaired if management believes that it is probable that all amounts due will not be collected according to the contractual terms as stipulated in the loan agreement. An impaired loan must be valued using the present value of expected future cash flows discounted at the loan's effective interest rate, the loan's observable market price, or fair value of the loan's underlying collateral. At June 30, 1995, the Company had not identified any loans which would be considered impaired under the above provisions and at June 30, 1996 the amount of impaired loans under these provisions were not considered material. 4. Premises and Equipment, net The significant increase in premises and equipment, net at June 30, 1996 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. 9 VOLUNTEER BANCORP, INC. AND SUBSIDIARY Notes to Unaudited Condensed Consolidated Financial Statements Six Months Ended June 30, 1996 and 1995 5. Non-interest Expense Other non-interest expense increased by $214,292 from June 30, 1995 to June 30, 1996. Salaries and employee benefits for the period ended June 30, 1996 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 $3,450,000 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 , 1996 the rate on the note was 8.25% per annum. Principal is payable annually commencing January 31, 1997 and each January 1 thereafter as follows:
January 31, Principal Due ----------- ------------- 1997 $185,000 1998 220,000 1999 255,000 2000 295,000 2001 325,000 2002 360,000 2003 395,000 2004 435,000 2005 470,000 2006 ( (Final Maturity) 510,000
The loan is secured by all of the stock of Citizens Bank of East Tennessee owned by the Company. 10 VOLUNTEER BANCORP, INC. AND SUBSIDIARY Notes to Unaudited Condensed Consolidated Financial Statements Six Months Ended June 30, 1996 and 1995 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 $9,240 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, 1996 and 1995. 9. Stock Offering At June 30, 1996 the Company had sold 76,082 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. 11 VOLUNTEER BANCORP, INC. AND SUBSIDIARY FINANCIAL HIGHLIGHTS AS OF AND FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1996 AND 1995 (UNAUDITED)
Three Months Ended Six Months Ended June 30, June 30, --------------------------------------------------------- 1996 1995 1996 1995 ---- ---- ---- ---- Net income (loss) $ 25,157 ($ 35,388) ($ 13,307) ($ 34,855) Per common share data: Net income (loss) per weighted average common share $ 0.05 ($ 0.09) ($ 0.03) ($ 0.09) Book value $ 5.47 $ 5.96 $ 5.47 $ 5.96 Ratios: Return on average assets 0.05% (0.12%) (0.03%) (0.12%) Return on average common equity 0.97% (1.47%) (0.51%) (1.45%) Net spread (taxable equivalent basis) 3.09% 4.27% 3.04% 3.66% Net interest margin (taxable equivalent basis) 3.68% 4.70% 3.65% 4.56% Expense ratio 3.31% 4.86% 3.75% 4.62% Allowance for losses on loans / loans 1.50% 2.58% 1.50% 2.58% Non-performing loans / loans 1.78% 1.90% 1.78% 1.90% Non-performing assets / loans and foreclosed properties 2.01% 1.99% 2.01% 1.99% Shareholders' equity / total assets 5.12% 7.62% 5.12% 7.62% Leverage ratio (tangible capital / tangible average assets) 5.31% 7.48% 5.73% 7.67%
12 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION. 13 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, 1996 AND 1995 OPERATING RESULTS The Company reported net income for the second quarter of $25,157, or $0.05 per weighted average common share, compared to a net loss of ($35,388), or ($0.09) 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 quarter compared to (0.12%) and (1.47%) for the same period last year. The net (loss) for the first six months of 1996 was ($13,307), or ($0.03) per weighted average common share. This compares to a net loss of ($34,855), or ($0.09) per weighted average common share, for the same period last year. Net interest income for the second quarter of 1996 increased $231,223 versus the second quarter of 1995 to $793,155. The increase is attributable to growth in interest earning assets of 63.40%. Average loans grew 77.48% over the second quarter of 1995. The growth in loans from June 30, 1995 to June 30, 1996 is attributable to an increase of approximately $1,400,000 in commercial loans, approximately $7,980,000 in real estate loans ($4,400,000 secured by 1-4 single family residences), and approximately $2,970,000 in consumer loans. Total Bank assets were $50,915,673 at June 30, 1996 compared to $21,990,257 as of June 30, 1995. The net interest margin was 3.68% for the second quarter of 1996 compared to 4.70% for the second quarter of 1995. The net spread was 3.09% for the second quarter of 1996 compared to 4.27% for the second quarter of 1995. The yield on the investment portfolio was 6.42% for the second quarter of 1996 compared to 8.37% for the same quarter of 1995. The higher level of interest income from loans and securities was offset by an increase in the cost of interest-bearing deposits and the Company's long-term debt which was utilized to increase the capital of the Company's subsidiary Bank. Non-interest income for the second quarter of 1996 increased $22,826 over the second quarter of 1995. The growth is attributable to service charges on deposit accounts and other fees. Non-interest expenses for the second quarter of 1996 increased $63,060 compared to the second quarter of 1995 primarily for costs (including salaries and employee compensation) associated with opening and staffing new branches in Rogersville and Church Hill, Tennessee. ASSET QUALITY Non-performing assets at June 30, 1996 were $572,000 or 2.01% of loans and foreclosed properties, which is an increase from $313,000, or 1.99% of loans and foreclosed properties at June 30, 1995. The provision for losses on loans was $15,000 for the second quarter of 1996 which is the same amount as the first quarter of 1996 and an increase of $6,000 over the provision for the second quarter of 1995. The increase in the provision is primarily attributable to the increase in loan growth. At June 30, 1996, the allowance for losses on loans was 1.50% of loans and approximately 74% of non-performing assets. 14 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 on Current Reports on Form 8-K filed during the quarter ended June 30, 1996. 15 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, 1996 /s/ Reed D. Matney --------------------------------------- Reed D. Matney, President (principal executive officer) Date: August 12, 1996 /s/ H. Lyons Price --------------------------------------- H. Lyons Price (principal financial and accounting officer) EX-23.1 2 CONSENT OF WELCH & ASSOCIATES 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the use of our report included in this Quarterly Report on Form 10-Q for the Quarter Ended June 30, 1996. Welch & Associates Nashville, Tennessee August 12, 1996 EX-27 3 FINANCIAL DATA SCHEDULE
9 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL STATEMENTS OF VOLUNTEER BANCORP, INC. FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 6-MOS DEC-31-1996 JAN-01-1996 JUN-30-1996 1,865,301 0 2,689,407 0 13,512,445 1,863,987 1,812,309 28,312,762 423,288 51,143,143 44,341,220 0 733,693 3,450,000 0 0 4,790 2,613,440 51,143,143 1,243,598 441,069 117,561 1,802,228 865,227 1,009,073 793,155 30,000 8,908 864,339 (19,401) (13,307) 0 0 (13,307) (0.03) 0 8.28 103,000 401,000 76,000 0 401,066 17,036 9,258 423,288 423,288 0 0
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