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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended September 30, 2002
COMMISSION FILE NUMBER 33 ACT FILE NO. -33-90524
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VALRICO BANCORP, INC.
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(Exact name of registrant as specified in its Charter)
(FLORIDA) 65-0553757
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(State of other jurisdiction of (I.R.S. Employee Identification No.)
incorporation of organization)
1815 EAST STATE ROAD 60, VALRICO, FLORIDA 33594
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(Address of principal executive offices and Zip Code)
(813) 689-1231
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
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.
(1) Yes [X] (2) No [ ]
AS OF September 30, 2002, THERE WERE 307,077 SHARES OF COMMON STOCK OUTSTANDING
VALRICO BANCORP, INC.
INDEX PAGE NUMBER
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated balance sheets - September 30, 2002 and December 31, 2001 3
Consolidated statements of income - Three and nine months ended
September 30, 2002 and 2001 4
Consolidated statements of shareholders' equity - Nine months ended
September 30, 2002 and 2001 5
Consolidated statements of cash flows - Nine months ended September 30,
2002 and 2001 6
Notes to consolidated financial statements 7
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations 8
PART II. OTHER INFORMATION 10
SIGNATURES 11
2
VALRICO BANCORP, INC.
CONSOLIDATED BALANCE SHEETS
(unaudited)
SEPTEMBER 30, DECEMBER 31,
2002 2001
------------- ------------
(In thousands)
Assets
Cash and Non Interest Bearing Deposits $ 7,472 $ 6,417
Federal Funds Sold 7,813 3,645
Securities Available for Sale 23,952 20,364
Securities Held to Maturity 1,226 1,582
Loans 69,451 66,798
Facilities 2,969 3,231
Accrued Interest Receivable 535 632
Other Assets 1,704 2,931
-------- --------
Total Assets $115,122 $105,600
======== ========
Liabilities
Deposits:
Demand Deposits $ 18,694 $ 13,990
NOW Accounts 21,591 21,145
Money Market Accounts 8,600 6,698
Savings Accounts 13,614 11,396
Time, $100,000 and over 11,216 12,372
Other Time Deposits 27,536 27,568
-------- --------
Total Deposits 101,251 93,169
Securities Sold Under the Agreement to Repurchase 374 308
Accounts Payable and Accrued Liabilities 1,418 979
Advancements under line of credit 970 970
Notes Payable 2,986 3,040
-------- --------
Total Liabilities 106,999 98,466
-------- --------
Commitments and Contingencies
StockHolders' Equity
Common Stock, No Par Value, Authorized 1,000,000 shares,
Issued and outstanding 307,077 on September 30, 2002
and 304,728 on December 31, 2001 307 305
Capital Surplus 2,586 2,526
Retained Earnings 4,831 4,236
Accumulated Other Comprehensive Income 399 67
-------- --------
Total Stockholders' Equity 8,123 7,134
-------- --------
Total Liabilities and Stockholders' Equity $115,122 $105,600
======== ========
See Notes to Consolidated Financial Statements
3
VALRICO BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
---------------------- ----------------------
2002 2001 2002 2001
-------- -------- -------- --------
(In thousands except for per share data)
Interest Income
Interest and Fees on Loans $ 1,326 $ 1,403 $ 4,056 $ 4,524
Interest on Investment Securities 279 245 809 549
Income on Federal Funds Sold 47 96 103 402
-------- -------- -------- --------
Total Interest Income 1,652 1,744 4,968 5,475
-------- -------- -------- --------
Interest Expense
Interest on Deposits 461 743 1,492 2,271
Other Interest 58 68 174 211
-------- -------- -------- --------
Total Interest Expense 519 811 1,666 2,482
-------- -------- -------- --------
Net Interest Income 1,133 933 3,302 2,993
Provision for Loan Losses 30 30 90 90
-------- -------- -------- --------
Net Interest Income after
Provision for loan losses 1,103 903 3,212 2,903
-------- -------- -------- --------
Other Income:
Service Charge on Deposit Accounts 235 227 693 663
Miscellaneous Income 140 40 244 86
-------- -------- -------- --------
Total Other Income 375 267 937 749
-------- -------- -------- --------
Other Expenses:
Salaries and Employee Benefits 545 513 1,635 1,564
Occupancy Expense 93 90 458 263
Equipment Expense 75 82 223 241
Stationery, Printing, and Supplies 41 29 129 97
Miscellaneous Expenses 303 214 788 626
-------- -------- -------- --------
Total Other Expenses 1,057 928 3,233 2,791
-------- -------- -------- --------
Income Before Income Taxes 421 242 916 861
Income Taxes 146 92 321 320
-------- -------- -------- --------
Net Income $ 275 $ 150 $ 595 $ 541
======== ======== ======== ========
Per share Information:
Average Shares Outstanding 306,492 304,274 306,492 304,274
======== ======== ======== ========
Net Income Per Share $ 0.90 $ 0.49 $ 1.94 $ 1.78
======== ======== ======== ========
See Notes to Consolidated Financial Statements
4
VALRICO BANCORP, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(UNAUDITED)
(In Thousands)
NET
UNREALIZED TOTAL
HOLDING STOCK
COMMON CAPITAL RETAINED LOSSES ON HOLDERS'
STOCK SURPLUS EARNINGS SECURITIES EQUITY
------ ------- -------- ---------- -------
Balance, December 31, 2001 $ 305 $ 2,526 $4,236 $ 67 $7,134
Net Income 595 595
Stock Sale 2 60 62
Net Change in Net Unrealized
holding losses on securities 332 332
----- ------- ------ ----- ------
Balance, September 30, 2002 $ 307 $ 2,586 $4,831 $ 399 $8,123
===== ======= ====== ===== ======
Balance, December 31, 2000 $ 304 $ 2,515 $3,535 $ (42) $6,312
Net Income 541 541
Stock Redemption (2) (2)
Net Change in Net Unrealized
holding losses on securities 265 265
----- ------- ------ ----- ------
Balance, September 30, 2001 $ 304 $ 2,513 $4,076 $ 223 $7,116
===== ======= ====== ===== ======
See Notes to Consolidated Financial Statements
5
VALRICO BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30,
-------------------------------
2002 2001
----------- -----------
(In thousands)
Cash Flows from Operating Activities
Net Income 595 541
Adjustments to Reconcile net income to net
Cash provided by (used in) operating activities:
Provision for Loan Losses 90 90
Depreciation and amortization 303 194
Net amortization (accretion) of investments
Security premiums and discounts (60) (31)
(Increase) Decrease in assets:
Accrued Interest Receivable 97 45
Other Assets 1,227 (335)
Increase (Decrease) in liabilities
Accounts payable and Accrued Liabilities 439 551
------- -------
Net Cash provided by (used in ) operating
Activities 2,691 1,055
------- -------
Cash flows from investing activities
Securities available for sale:
Purchase of investment securities (12,309) (12,656)
Proceeds from maturities of investment securities 9,092 2,771
Securities to be Held to Maturity:
Proceeds from maturities of investment securities 377 108
(Increase) Decrease in Federal Funds Sold (4,168) 1,264
Net (Increase) Decrease in Loans (2,743) 713
Purchase of facilities (41) (95)
------- -------
Net Cash provided by (used in) Investing Activities (9,792) (10,423)
------- -------
Cash flows form financing activities:
Increase (Decrease) in deposits 8,082 10,736
Net increase (Decrease) in securities sold under agreement
to repurchase 66 (161)
Net increase (Decrease)in notes payable (54) (50)
Sale (redemption) of Common Stock 62 (2)
------- -------
Net Cash Provided by (used by) financing activities 8,156 10,523
------- -------
Net increase (decrease) in cash 1,055 1,155
Cash, beginning of period 6,417 5,764
------- -------
Cash, ending of period 7,472 6,919
======= =======
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest 1,975 2,280
Income taxes 199 327
See Notes to Consolidated Financial Statements
6
VALRICO BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
September 30, 2002
BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United States
of America. In the opinion of management, all necessary adjustments (consisting
of normal recurring entries) have been made for a fair presentation of the
accompanying unaudited consolidated financial statements. These financial
statements rely, in part, on estimates. The results for the period are not
necessarily indicative of the results to be expected for the entire year.
Valrico Bancorp, Inc., a one-bank holding company, acquired 100% of the common
stock of Valrico State Bank as of May 31, 1995 in a transaction accounted for
similar to a pooling of interests. Therefore, the unaudited consolidated
financial statements include the accounts of Valrico Bancorp, Inc. (the Company)
and its wholly owned subsidiary, Valrico State Bank (the Bank). Significant
intercompany balances and transactions have been eliminated in consolidation.
Net income per share has been computed by dividing net income by the average
number of common shares outstanding of 306,492 as of September 30, 2002, and
304,274 as of September 30, 2001.
7
VALRICO BANCORP, INC.
MANAGEMENT'S DISCUSSIONS AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The Company's primary asset is its subsidiary bank, which is in its twelfth year
of operation. During the nine months ended September 30, 2002, the Bank
experienced a growth in deposits with an increase of $8,082,000 or 8.7%. Demand
Deposit Accounts had the highest percentage of growth at 33.6%, or an increase
of $4,704,000 in the nine months ended September 30, 2002.
Loan growth increased $2,679,000 or 4.0% for the nine months ended September 30,
2002. The allowance for credit losses at September 30, 2002 was at $1,004,000
compared to 978,000 at December 31, 2001. The Bank had $70,000 in charge-offs
and had recoveries in the amount of $6,000 during the nine months ended
September 30, 2002, and has loan classified as troubled in the amount of $21,000
as of September 30, 2002. A total of $90,000 was expensed for provision for loan
losses during the period. Management considers the allowance to be adequate at
this time.
Nonaccrual loans amounted to $455,000 and $1,743,000 at September 30, 2002 and
2001, respectively. Loans 90 days or more past due amounted to $0 and $99,000 at
September 30, 2002 and 2001, respectively. There were restructured loans in the
amount of $600,000 and $451,000 at September 30, 2002 and 2001, respectively.
The following table sets forth a summary of loan loss experience: Analysis of
the Allowance for Loan Losses
SEPTEMBER 30, SEPTEMBER 30,
-----------------------------
2002 2001
------------- -------------
(in thousands)
Balance at Beginning of Period $ 978 $ 943
------- -------
Charge-offs:
Commercial, Financial and Agricultural 4 --
Real Estate-Construction 40 --
Real Estate-Mortgage -- --
Installment Loans to Individuals 26 40
Lease Financing -- --
------- -------
Total Charge-offs 70 40
------- -------
Recoveries:
Commercial, Financial and Agricultural -- 19
Real Estate-Construction -- --
Real Estate-Mortgage -- --
Installment Loans to Individuals 6 12
Lease Financing -- --
------- -------
Total Recoveries 6 31
------- -------
Net Charge-offs (64) (9)
Additions Charged to Operation 90 90
------- -------
Balance at end of Period $ 1,004 $ 1,024
======= =======
Ratio of Net Charge-offs during the period to average loans
outstanding during the period -0.09% -0.01%
======= =======
8
VALRICO BANCORP, INC.
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
Consolidated net income for the three months ending September 30, 2002 was
$275,000 or $0.90 per share which compares to $150,000 or $0.49 per share for
the same period in 2001. This represents an increase over the comparable quarter
of $125,000.
Salaries and benefits represent 50.6% of non-interest expenses for the nine
months ended September 30, 2002, compared to 56.8% for the nine months ended
September 30, 2001. Salary expense for the nine months ended September 30, 2002
increased 4.5% over the same period for 2001
The Tier I capital ratio was 7.19% and Total Capital ratio was 8.10% at
September 30, 2002. The tier I capital to total risk-weighted assets ratio was
9.83% at September 30, 2002.
DISCLOSURE OF EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Within the 90 days prior to the date of this report, the Company carried out an
evaluation, under the supervision and with the participation of the Company's
management, including the Company's President and Chief Executive Officer and
Vice President and Chief Financial Officer, of the effectiveness of the design
and operation of the Company's disclosure controls and procedures pursuant to
Exchange Act Rule 13a-14. Based upon that evaluation, the President and Chief
Executive Officer and Vice President and Chief Financial Officer concluded that
the Company's disclosure controls and procedures are effective in timely
alerting them to material information relating to the Company (including its
consolidated subsidiaries) required to be included in the Company's periodic SEC
filings.
There were no significant changes made in the Company's internal controls or in
other factors that could significantly affect these internal controls subsequent
to the date of the evaluation performed by the Company's Chief Executive Officer
and Chief Financial Officer.
9
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
No reports on Form 8-K were filed for the quarter ended September 30, 2002.
10
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on November 14th, 2002 on
its behalf by the undersigned thereunto duly authorized.
VALRICO BANCORP, INC.
By: \s\ Bob Mclean
-------------------------------------
Bob Mclean
President and Chief Executive Officer
By: \s\ Jerry L. Ball
-------------------------------------
Jerry L. Ball
Executive Vice President
11
I, J.E. McLean, III, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Valrico
Bancorp, Inc.;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this quarterly
report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:
a) Designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the registrant's auditors and
the audit committee of registrant's board of directors (or persons performing
the equivalent function):
a) All significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have
indicated in this quarterly report whether or not there were significant changes
in internal controls or in other factors that could significantly affect
internal controls subsequent to the date or our most recent evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.
Date: November 14, 2002
-------------------------------------------------------
By: J. E. McLean, III
-------------------------------------------------------
J.E. McLean, III, President and Chief Executive Officer
12
I, Jerry L. Ball, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Valrico
Bancorp, Inc.;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this quarterly
report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:
a) Designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the registrant's auditors and
the audit committee of registrant's board of directors (or persons performing
the equivalent function):
a) All significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have
indicated in this quarterly report whether or not there were significant changes
in internal controls or in other factors that could significantly affect
internal controls subsequent to the date or our most recent evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.
Date: November 14, 2002
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By: Jerry L. Ball
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Jerry L. Ball, Executive Vice President and Chief Financial Officer
13