-----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, Ev/Z2NFDTY5BV7QZrUwjdEt/Xx7r3spiLmtpHPgqZPxhqwPFRJrabkUcPQJu74dk YZ+rbPq6vq8RkxLD2e2jbQ== 0001005794-03-000351.txt : 20031114 0001005794-03-000351.hdr.sgml : 20031114 20031114110929 ACCESSION NUMBER: 0001005794-03-000351 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20030930 FILED AS OF DATE: 20031114 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: 000-22473 FILM NUMBER: 031001292 BUSINESS ADDRESS: STREET 1: 161 W MAIN ST STREET 2: PO BOX 126 CITY: SNEEDVILLE STATE: TN ZIP: 37879 BUSINESS PHONE: 4239219900 MAIL ADDRESS: STREET 1: 161 W MAIN ST STREET 2: PO BOX 126 CITY: SNEEDVILLE STATE: TN ZIP: 37879 10QSB 1 vol10q930.txt QUARTERLY REPORT ON FORM 10-QSB UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2003 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ----------------- ------------------ Commission File No. 000-22473 --------- Volunteer Bancorp, Inc. ------------------------ (Exact name of registrant as specified in its charter) Tennessee 62-1271025 --------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 210 East Main Street, Rogersville, Tennessee 37879 -------------------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code: 423-272-2200 Not applicable - -------------------------------------------------------------------------------- Former name, former address and former fiscal year, if changed since last report Check whether the issuer (1) has filed all reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act during the preceding 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. [X] Yes [ ] No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest applicable date: 539,027 as of November 12, 2003. Transitional Small Business Disclosure Format (check one): [ ] Yes [X] No VOLUNTEER BANCORP, INC. INDEX Page ---- Part I Financial Information Item 1. Financial Statements Consolidated Balance Sheet as of September 30, 2003 3 Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2003 and September 2002 4 Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2003 and September 2002 5 Notes to Consolidated Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 Item 3. Controls and Procedures 11 Part II Other Information Item 1. Legal Proceedings 12 Item 2. Changes in Securities 12 Item 3. Defaults upon Senior Securities 12 Item 4. Submission of Matters to a Vote of Securities Holders 12 Item 5. Other Information 12 Item 6. Exhibits and Reports on Form 8-K 13 Signatures 14 PART 1 - FINANCIAL INFORMATION VOLUNTEER BANCORP, INC. CONSOLIDATED BALANCE SHEETS September 30, 2003 (Unaudited)
ASSETS Cash and due from banks $ 3,277,743 Federal funds sold 302,850 ------------------ Total cash and cash equivalents 3,580,593 Investment securities Available for sale 29,559,109 Held to maturity 361,999 Loans, net (allowance for loan losses $845,286) 68,330,754 Federal Home Loan Bank stock, at cost 382,200 Accrued interest receivable 812,510 Premises and equipment, net 3,756,763 Other real estate 1,663,749 Cash surrender value life insurance 2,061,715 Other assets 455,961 ------------------ Total Assets $ 110,965,353 ================== LIABILITIES Deposits Non-interest bearing $ 14,611,943 Interest bearing 85,556,035 ------------------ Total deposits 100,167,978 Interest payable 389,229 Securities sold under repurchase agreements 1,735,288 Note payable 1,415,000 Other accrued liabilities 179,472 ------------------ Total Liabilities 103,886,967 STOCKHOLDERS' EQUITY Common stock, $0.01 par value; 1,000,000 shares authorized; 539,027 shares issued and outstanding 5,390 Additional paid-in capital 1,916,500 Retained earnings 4,972,617 Accumulated other comprehensive income 183,879 ------------------ Total Stockholders' Equity 7,078,386 ------------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 110,965,353 ==================
See accompanying notes to consolidated financial statements. -3- PART 1 - FINANCIAL INFORMATION VOLUNTEER BANCORP, INC. CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
Three Months Ended Nine Months Ended September 30 September 30 2003 2002 2003 2002 ---- ---- ---- ---- INTEREST INCOME Loans, including fees $ 1,252,890 $ 1,399,941 $ 3,734,888 $ 4,376,807 Federal funds 2,867 14,553 21,819 52,891 Investment securities: Taxable 169,396 286,065 613,060 874,221 Tax-exempt 72,564 69,014 217,211 170,030 ----------- ----------- ----------- ----------- Total interest income 1,497,717 1,769,573 4,586,978 5,473,949 INTEREST EXPENSE Deposits 410,355 532,933 1,272,780 1,819,183 Other borrowed funds (8,622) 29,793 39,271 90,300 ----------- ----------- ----------- ----------- Total interest expense 401,733 562,726 1,312,051 1,909,483 Net interest income 1,095,984 1,206,847 3,274,927 3,564,466 Provision for loan losses - 50,000 390,000 595,000 ----------- ----------- ----------- ----------- Net interest income after provision for loan losses 1,095,984 1,156,847 2,884,927 2,969,466 ----------- ----------- ----------- ----------- NON-INTEREST INCOME Service charges on deposits and fees 119,592 106,645 359,161 255,374 Securities gains - - 107,903 39,222 Other non-interest income 63,217 23,769 167,029 41,073 ----------- ----------- ----------- ----------- Total non-interest income 182,809 130,414 634,093 335,669 NON-INTEREST EXPENSE Salaries and employee benefits 485,302 469,362 1,494,843 1,378,835 Occupancy and equipment expenses 177,141 166,735 556,411 510,954 Other non-interest expense 292,332 279,212 925,886 1,009,787 ----------- ----------- ----------- ----------- Total non-interest expense 954,775 915,309 2,977,140 2,899,576 ----------- ----------- ----------- ----------- Income before income taxes 324,018 371,952 541,880 405,559 Income tax expense 94,301 124,812 126,455 115,617 ----------- ----------- ----------- ----------- Net Income $ 229,717 $ 247,140 $ 415,425 $ 289,942 =========== =========== =========== =========== Other comprehensive income Unrealized gain (loss) on securities available for sale, before tax $ (287,027) $ 290,922 $ (168,356) $ 723,495 Reclassification for gains included in net income - - (107,903) (39,222) Income taxes related to other comprehensive income 103,330 (110,550) 104,978 (260,023) ----------- ------------ ----------- ------------ (183,697) 180,372 (171,281) 424,250 ------------ ----------- ------------ ----------- Total comprehensive income $ 46,020 $ 427,512 $ 244,144 $ 714,192 =========== =========== =========== =========== Net income per common share $ 0.43 $ 0.46 $ 0.77 $ 0.54 Common shares outstanding 539,027 539,027 539,027 539,027
See accompanying notes to consolidated financial statement -4- PART I - FINANCIAL INFORMATION VOLUNTEER BANCORP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Nine Months Ended September 30 2003 2002 ---- ---- CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 415,425 $ 289,942 Adjustments to reconcile net income to net cash from operating activities Provision for loan losses 390,000 595,000 Depreciation and amortization 332,484 156,935 Gain on securities (107,903) (39,222) Loss on OREO 16,758 - OREO write-downs 5,000 - Federal Home Loan bank stock dividends (11,100) (12,400) Increase in cash surrender value of life insurance (61,715) - Change in: Other assets 242,455 400,699 Other liabilities 53,969 (447,733) ---------------- ---------------- Net cash from operating activities 1,275,373 943,221 CASH FLOWS FROM INVESTING ACTIVITIES Activity in held to maturity securities: Maturities, prepayments, and calls 690,992 11,252 Activity in available for sale securities: Proceeds 5,797,617 5,782,690 Purchases (21,275,460) (16,604,251) Maturities, prepayments, and calls 12,942,136 8,150,000 Net change in loans (2,528,202) 4,268,361 Purchase of premise and equipment, net (117,420) (118,186) Proceeds from sale of OREO 378,325 - Investment in cash surrender value life insurance (2,000,000) - ----------------- ---------------- Net cash from investing activities (6,112,012) 1,489,866 CASH FLOWS FROM FINANCING ACTIVITIES Net change in deposits 210,221 (3,059,076) Net change in securities sold under repurchase agreements (553,496) 352,556 Repayment of long-term debt (395,000) (360,000) Payment of dividends - (53,903) ---------------- ---------------- Net cash from financing activities (738,275) (3,120,423) ---------------- ---------------- Net change in cash and cash equivalents (5,574,914) (687,336) Cash and cash equivalents at beginning of period 9,155,507 8,903,179 ---------------- ---------------- Cash and cash equivalents at end of period $ 3,580,593 $ 8,215,843 ================ ================ Supplemental disclosure of cash flow information Cash paid during the period for Interest $ 1,334,144 $ 2,361,956 Income taxes 91,204 260,776
See accompanying notes to consolidated financial statements -5- VOLUNTEER BANCORP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. Management Opinion In the opinion of the management of Volunteer Bancorp, Inc., (the "Company"), the unaudited consolidated financial statements include all normal adjustments considered necessary to present fairly the financial position as of September 30, 2003, the results of operations for the three and nine months ended September 30, 2003 and 2002, and cash flows for the nine months ended September 30, 2003 and 2002. All of these adjustments are of a normal, recurring nature. Interim results are not necessarily indicative of results for a full year. The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions for Form 10-QSB. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. For further information, refer to the consolidated financial statements and footnotes included in the Company's annual report for the year ended December 31, 2002. The consolidated financial statements include the accounts for the Company and Citizens Bank of East Tennessee, (the "Bank"). All material intercompany balances and transactions have been eliminated in consolidation. 2. Long-Term Debt The Company's long-term debt consists of a single note payable in the amount of $1,415,000 at September 30, 2003, 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, 2003, the rate on the note was 3.09% per annum. Principal is payable annually on January 31 as follows: 2004 $ 435,000 2005 470,000 2006 (final maturity) 510,000 ------------- $ 1,415,000 The loan is secured by all of the stock of the Bank owned by the Company. The Company is in violation of certain loan covenants with respect to this loan in that annualized earnings to tangible assets are less than the 0.75% required and the ratio of nonperforming assets is greater than 2.5%. These violations have not been waived by the lender. Because of these violations, the lender may, at its option, by notice to the Company declare the note in default. In such an event the Company would have ten days to remedy compliance with all loan covenants. If the Company did not or could not comply with all loan covenants within such ten day period the note would be in default. In such a case the lender may declare the note immediately due and payable and among other things proceed to foreclose upon 100% of the stock of the Bank which is pledged as security for the note. The lender has been notified by the Company of its non-compliance with certain covenants of the note that could lead to the lender declaring the note in default. However, the lender has not notified the Company that it is in default under the terms of the loan agreement. -6- The Company is in discussions with the lender and anticipates that the lender will first pursue remedies other than foreclosure. Accordingly, the Company expects that the note will be restructured resulting in, among other things, increasing the interest rate on the note and substantially reducing the final maturity date on the note. In such a case, there can be no assurance that the Company could satisfy the restructured debt without obtaining new financing from other lenders or funds from a stock offering. Further, there can be no assurance that a stock offering by the Company would be successful or that new lenders would provide funds to the Company. 3. 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. 4. Certain Regulatory Matters As a result of certain findings in the Tennessee Department of Financial Institution's Report of Examination dated June 4, 2001, the Board of Directors of the Bank entered into a Memorandum of Understanding (the "Memorandum"), dated August 16, 2001, with the Commissioner of the Tennessee Department of Financial Institutions and the Memphis Regional Director of the Federal Deposit Insurance Corporation. A Memorandum of Understanding is an informal administrative tool for institutions that have some weaknesses that if not properly addressed and corrected could lead to supervisory concern requiring formal administrative action. The areas addressed in the Memorandum cover capital adequacy, laws and regulations, data processing audit and review, investment policy maturity strategies, adequate documentation of each of the foregoing but primarily credit administration. As a result, the Board has reviewed a number of the Bank's policies and procedures including its loan policy and has incorporated recommendations designed to strengthen credit quality and the Bank's review procedures regarding loan loss reserve adequacy. Management of the Company and the Bank believe that the Bank is in substantial compliance with the provisions of the Memorandum. 5. New Accounting Standards The Financial Accounting Standards Board (FASB) recently issued two new accounting standards, Statement 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities, and Statement 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equities, both of which generally become effective in the quarter beginning July 1, 2003. Management determined that, upon adopting the new standards, they will not materially affect the Company's operating results or financial condition (because the Company does not have these instruments or engage in these activities). -7- Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations As of and for the Three and Nine Months Ended September 30, 2003 and 2002. The following provides a narrative discussion and analysis of significant changes in the results of operations and financial condition of Volunteer Bancorp, Inc. (the "Company"). This discussion should be read in conjunction with the consolidated financial statements and related financial analysis set forth in the Company's 2002 Annual Report, the interim unaudited consolidated financial statements and notes for the three months and nine months ended September 30, 2003, included elsewhere herein, and the supplemental financial data included herein. CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING INFORMATION This discussion contains certain forward-looking statements (as defined in the Private Securities Litigation Reform Act of 1995). Such statements are based on management's expectations as well as certain assumptions made by, and information available to, management. Specifically, this discussion contains forward-looking statements with respect to the following items: - effects of projected changes in interest rates, - effects of changes in the securities markets, - effects of changes in general economic conditions, - the adequacy of the allowance for loan losses on loans and the level of future provisions for losses on loans, and - business plans for the year 2003 and beyond including underwriting criteria. When used in this discussion, the words "anticipate", "project", "expect", "believe", "should", and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve significant risks and uncertainties including changes in general economic and financial market conditions, changes in banking laws and regulations, and the Company's ability to execute its business plans. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, actual results could differ materially. SUMMARY The Company reported net income for the first nine months of 2003 of $415,425, or $0.77 per common share, compared to net income of $289,942 or $0.54 per common share, for the same period a year ago and for the three months ended September 30, 2003 net income was $229,717, or $0.43 per share compared to a net income of $247,140 or $0.46 per share in the third quarter of 2002. Total assets decreased $406,662 from December 31, 2002 to September 30, 2003. Our return on average assets was .37% compared to .26% for the same period a year ago. This improvement is primarily due to significantly lower loan loss provisions and additional gains on the sale of securities, partially offset by lower net interest income. FINANCIAL CONDITION Earning Assets. Average earning assets has continued to decline as a percentage of total average assets. The decline is attributed to increased non-accrual loans and other real estate owned. Average earning assets to Average Assets is 91.6% for nine months ended September 30, 2003 compared to 93.3% for all of 2002. -8- Loan Portfolio. The Company's total loan portfolio was substantially the same at September 30, 2003 and December 31, 2002, however there were differences in the mix as summarized below. September 30 December 31 2003 2002 ---- ---- (in thousands) Commercial, financial and agriculture $ 7,403 $ 7,302 Real estate - construction 1,326 2,647 Real estate - mortgage 51,553 48,055 Consumer 8,293 9,958 Other 601 163 ----------- ----------- $ 69,176 $ 68,125 =========== =========== Allowance for Possible Loan Losses. Lending officers are responsible for the ongoing review and administration of each loan. They make the initial identification of loans that present some difficulty in collection or where there is an indication that the probability of loss exists. Lending officers are responsible for the collection effort on a delinquent loan. Senior management is informed of the status of delinquent and problem loans on a weekly basis. Senior management makes recommendations monthly to the Board of Directors as to charge-offs. Senior management reviews the allowance for possible loan losses on a monthly basis. The Company's policy is to discontinue interest accrual when payment of principal and interest is 90 days or more in arrears, unless there is sufficient collateral to justify continued accrual. The allowance for possible losses represents management's assessment of the risks associated with extending credit and its evaluation of the quality of the loan portfolio. Management analyzes the loan portfolio to determine the adequacy of the allowance for possible loan losses and the appropriate provisions required to maintain a level considered adequate to absorb anticipated loan losses. The provision for possible loan losses was $390,000 for the nine months ended September 30, 2003 as compared to $595,000 in the same period in 2002. For the quarter ended September 30, 2003 the provision was $0 compared to $50,000 in 2002. The allowance for loan losses at September 30, 2003 was 1.22% of loans. Management believes that the $845,286 at September 30, 2003 is adequate to absorb known risks in the portfolio. The following table provides the changes in the allowance for loan losses for the periods indicated. Nine Months Ended September 30 2003 2002 ---- ---- (in thousands) Balance, beginning of year $ 1,111 $ 908 Provision charged to expense 390 595 Loans charged off (686) (485) Recoveries 30 17 ------------ ------------- Balance, end of year $ 845 $ 1,035 Investment Portfolio. -9- The Company maintains an investment strategy of seeking portfolio yields within acceptable risk levels, as well as providing liquidity. The Company maintains two classifications of investment securities: Available for Sale and Held to Maturity. The Available for Sale securities are carried at fair market value, whereas the Held to Maturity securities are carried at amortized cost. At September 30, 2003 and December 31, 2002, there was an unrealized gain in the Available for Sale securities of approximately $296,580 and $573,000, respectively. The Company's investment securities portfolio increased approximately $1.5 million since December 31, 2002. This increase is primarily attributed to management moving lower yielding Federal Funds Sold into the Bank's securities portfolio. Cash Value of Life Insurance. During the first quarter of 2003, the Company invested in Bank-owned life insurance to provide a higher yield than alternative investments. The cash surrender value of this life insurance is $2,061,715 at September 30, 2003. All officers of the Bank as of February 15, 2003 were insured. Deposits. Deposits totaled $100,167,978 at September 30, 2003 compared to $99,957,757 at December 31, 2002. The deposit growth has primarily been in the Non-Interest Bearing accounts. Management has aggressively priced interest bearing deposits to improve interest margins. Additionally, management is working to limit deposit growth to core deposit customers. This limited growth will assist in management's overall strategy to meet Memorandum guidelines established for capital. Note Payable. The Company's long-term debt consists of a single note payable in the amount of $1,415,000 at September 30, 2003 due an unaffiliated national bank and is discussed further in Note 2 in the Notes to Consolidated Financial Statements. RESULTS OF OPERATIONS Net income increased to $415,425 for the nine months ended September 30, 2003 from $289,942 in the same period in 2002. For the three months ended September 30, 2003, net income was $229,717 compared to $247,140 in 2002. Net interest income decreased 8.1% for the nine months ended September 30, 2003 to the same period in 2002 from $3,564,466 to $3,274,927 and decreased 10.1% for the three months periods ended. The provision for loan losses decreased $50,000 and $205,000 during the three and nine months ended September 30, 2003 compared to the same periods last year. Non-performing assets decreased $45,000 from December 31, 2002 to September 30, 2003. Non-performing assets were as follows as of September 30, 2003 and December 31, 2002: September 30 December 31 2003 2002 ---- ---- (in thousands) Loans past due over 90 days $ 718 $ 673 Non-accrual loans 410 923 Other real estate owned 1,664 1,241 ----------- ----------- Total non-performing assets $ 2,792 $ 2,837 =========== =========== -10- Non-Interest Income. Gains on the sale of securities increased $68,681 during the first nine months of 2003 compared to 2002. Service charges also increased in 2003 due to the increase in transaction accounts and an increase in the fees charged. Non-Interest Expense. Salaries and employee benefits increased $15,940 and $116,038 in the three and nine months ended September 30, 2003 compared to 2002. Occupancy and equipment expenses increased $10,406 and $45,457 in the three and nine months ended September 30, 2003 compared to 2002. Other expenses were lower in the nine months ended September 30, 2003 than in 2002 due to reduced professional and legal fees. Item 3. Controls and Procedures (a) Evaluation of Disclosure Controls and Procedures. As of the end of the period covered by this report, the Company's President and its Vice President and Cashier have evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Exchange Act Rule 13a-14(c)). Based on that evaluation, the President and the Vice President and Cashier have concluded that the Company's disclosure controls and procedures are effective to ensure that material information relating to the Company and the Company's consolidated subsidiaries is made known to such officers by others within these entities, particularly during the period this quarterly report was prepared, in order to allow timely decisions regarding required disclosure. (b) Changes in Internal Controls. There have not been any significant changes in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation. -11- 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 -12- Item 6. Exhibits and Reports on Form 8-K (a) Exhibits Exhibit 31.1 Certification of Reed Matney, President of Volunteer Bancorp, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Exhibit 31.2 Certification of Greg Oliver,Vice President and Cashier of Volunteer Bancorp, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Exhibit 32.1 Certification of Reed Matney, President of Volunteer Bancorp, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Exhibit 32.2 Certification of Greg Oliver, Vice President and Cashier of Bancorp, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (b) Reports on Form 8-K The Company filed one Current Report on Form 8-K during the quarter ended September 30, 2003. The Company filed a Current Report on Form 8-K on July 21, 2003 to report a change in its certifying accountant. -13- SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. VOLUNTEER BANCORP, INC. Date: November 14, 2003 /s/ Reed D. Matney ----------------------------------------- Reed D. Matney, President Date: November 14, 2003 /s/ Greg Oliver ----------------------------------------- Greg Oliver, Vice President and Cashier -14- EX-31 3 ex31_1.txt EXHIBIT 31.1 SECTION 302 CERTIFICATION EXHIBIT 31.1 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Reed D. Matney, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Volunteer Bancorp, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. The small business issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. The small business issuer's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors: (a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting Date: November 14, 2003 /s/ Reed D. Matney -------------------------------------- Reed D. Matney, President EX-31 4 ex31_2.txt EXHIBIT 31.2 SECTION 302 CERTIFICATION EXHIBIT 31.2 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Greg Oliver, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Volunteer Bancorp, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. The small business issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. The small business issuer's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors: (a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting Date: November 14, 2003 /s/ Greg Oliver ------------------------------------------ Greg Oliver, Vice President and Cashier EX-32 5 ex32_1.txt EXHIBIT 32.1 SECTION 906 CERTIFICATION EXHIBIT 32.1 CERTIFICATION Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and in connection with the quarterly report on Form 10-QSB of Volunteer Bancorp, Inc. (the "Company") for the quarter ended September 30, 2003, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, Reed D. Matney, President of the Company, hereby certify that (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. This Certification is signed on November 14, 2003. /s/ Reed D. Matney ------------------------------------ Reed D. Matney, President EX-32 6 ex32_2.txt EXHIBIT 32.2 SECTION 906 CERTIFICATION EXHIBIT 32.2 CERTIFICATION Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and in connection with the quarterly report on Form 10-QSB of Volunteer Bancorp, Inc. (the "Company") for the quarter ended September 30, 2003, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, Greg Oliver, Vice President and Cashier (Principal Financial and Accounting Officer) of the Company, hereby certify that (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. This Certification is signed on November 14, 2003. /s/ Greg Oliver ----------------------------------------- Greg Oliver Vice President and Cashier -----END PRIVACY-ENHANCED MESSAGE-----