<PAGE> 1
U.S. Securities and Exchange Commission
Washington, D.C.
Form 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
For the transition period to
Commission file number 0-27474
-----------------
American Bancshares, Inc.
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(Exact name of small business issues as specified in its charter)
Florida 65-0624640
- ---------------------------------- ----------------------
(State or other jurisdiction (IRS Emloyer Id. No.)
incorporation or organization
4702 Cortez Road West, Bradenton, Florida 34210
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(941) 795-3050
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(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
13 or 15(d) of the Exchange Act during the past 12 months (or for 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.
------ ------
State the number of shares outstanding of each issuer's classes of common
equity, as of the last practicable date: 4040927 as of June 30, 1997
---------------------------------
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C> <C>
Part I FINANCIAL INFORMATION
Item 1
-Financial Statements 1-4
-Notes to Consolidated Condensed Financial Statements 5-7
Item 2
-Management's Discussion and Analysis
of Financial Condition and Results of
Operations 8-9
Part II OTHER INFORMATION
Item 1 Legal Proceedings 10
Item 2 Changes in Securities 10
Item 3 Defaults Upon Senior Securities
(Not applicable this report) n/a
Item 4 Submission of Matters to a Vote
of Security Holders 10-11
Item 5 Other Information 11
Item 6 Exhibits and Reports on Form 8-K 11
</TABLE>
<PAGE> 3
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AMERICAN BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED CONDENSED BALANCE SHEETS
($ in thousands)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1997 1996
ASSETS (UNAUDITED) (AUDITED)
---------------------------
<S> <C> <C>
Cash and due from banks $ 8,486 $ 7,517
Federal funds sold 4,300 6,000
Interest bearing deposits in banks 1,609 7,528
Mortgage loans held for sale 38,941 20,351
Investment securities, available for sale 34,837 21,026
Mortgage-backed securities, available for sale 3,825 5,085
Loans (net of allowance for credit losses and
deferred loan fees of $751,571 as of
June 30, 1997 and $395,463 as of
December 31, 1996) 153,040 135,108
Premises and equipment, net 7,973 6,879
Other real estate owned, net 641 0
Goodwill 53 0
Other assets 2,949 2,471
---------- -------------
TOTAL ASSETS $ 256,654 $ 211,965
========== =============
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Deposits $ 214,350 $ 177,203
Securities sold under agreements to repurchase 16,282 10,113
Federal funds purchased and FHLB borrowings 5,000 5,000
Other liabilities 1,061 835
---------- -------------
TOTAL LIABILITIES 236,693 193,151
SHAREHOLDERS' EQUITY
Common stock, $1.175 par value, 10,000,000 shares authorized, 4,040,927
shares issued and outstanding as of June 30, 1997
and 4,001,744 as of December 31, 1996 4,783 4,702
Additional paid in capital 12,033 11,736
Unrealized gain (loss) on securities available for sale, net 32 (80)
Retained earnings 3,113 2,456
----------- -------------
TOTAL SHAREHOLDERS' EQUITY 19,961 18,814
----------- -------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 256,654 $ 211,965
=========== =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
Page 1
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AMERICAN BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
($ IN THOUSANDS EXCEPT WHERE INDICATED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30,
1997 1996 % %
(unaudited) (unaudited) Change Change
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Interest income
Interest and fees on loans $ 4,032 $ 2,999 $ 34.44 $ 1,033
Interest on mortgage backed securities, taxable 65 90 (27.78) (25)
Interest on investment securities, taxable 622 253 145.85 369
Interest on investment securities, nontaxable 5 5 0.00 0
Other interest income 31 78 (60.26) (47)
----------- ----------- ----------- ----------
Total interest income 4,755 $ 3,425 $ 38.83 $ 1,330
Interest expense
Deposits 2,217 1,602 38.39 615
Securities sold under agreements to repurchase 148 87 70.11 61
Federal funds purchased and FHLB advances 112 1 11,100.00 111
----------- ----------- ----------- ----------
Total interest expense 2,477 1,690 46.57 787
Net interest income 2,278 1,735 31.30 543
Provision for loan losses 325 48 577.08 277
----------- ----------- ----------- ----------
Net interest income after loan loss 1,953 1,687 15.77 266
Noninterest income
Service charges & fees 322 165 95.15 157
Gain on sale of loans 26 35 (25.71) (9)
Fees on mortgage servicing 25 10 150.00 15
Gain on sale of servicing 219 4 5,375.00 215
Originated mortgage servicing rights 32 59 (45.76) (27)
Gain on sale of securities 2 0 100.00 2
Merchant fees 134 93 44.09 41
Other income 197 61 222.95 136
----------- ----------- ----------- ----------
Total noninterest income 957 427 124.12 530
Noninterest expense
Salaries & employee benefits 1,046 926 12.96 120
Net occupancy expense 301 193 55.96 108
Data processing fees 74 155 (52.26) (81)
Other expenses 853 514 65.95 339
----------- ----------- ----------- ----------
Total noninterest expense 2,274 1,788 27.18 486
Income before income taxes 636 326 95.09 310
Provision for income taxes 233 127 83.46 106
----------- ----------- ----------- ----------
Net income $ 403 $ 199 102.51 204
=========== =========== =========== ==========
Earnings per share(s)
Primary $ 0.10 $ 0.05
Fully diluted 0.10 0.05
Average Number of shares outstanding
Primary 4,040,927 3,850,278
Fully diluted 4,061,696 4,084,388
</TABLE>
The accompanying notes are an integral part of these financial statements.
Page 2
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AMERICAN BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
($ IN THOUSANDS EXCEPT WHERE INDICATED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
1997 1996 % %
(UNAUDITED) (UNAUDITED) Change Change
------------ ----------- ------------ ----------
<S> <C> <C> <C> <C>
Interest income
Interest and fees on loans $ 7,606 $ 5,774 $ 31.73 $ 1,832
Interest on mortgage backed securities, taxable 159 170 (6.47) (11)
Interest on investment securities, taxable 1,164 476 144.54 688
Interest on investment securities, nontaxable 10 10 0.00 0
Other interest income 156 150 4.00 6
---------- ---------- ------------ ----------
Total interest income 9,095 6,580 38.22 2,515
Interest expense
Deposits 4,292 3,066 39.99 1,226
Securities sold under agreements to repurchase 261 168 55.36 93
Federal funds purchased and FHLB advances 189 39 384.62 150
---------- ---------- ------------ ----------
Total interest expense 4,742 3,273 44.88 1,469
Net interest income 4,353 3,307 31.63 1,046
Provision for loan losses 465 77 503.90 388
Net interest income after loan loss ---------- ---------- ------------ ----------
3,888 3,230 20.37 658
Noninterest income
Service charges & fees 547 319 71.47 228
Gain on sale of loans 30 135 (77.78) (105)
Fees on mortgage servicing 47 18 161.11 29
Gain on sale of servicing 271 4 6,675.00 267
Originated mortgage servicing rights 37 180 (79.44) (143)
Gain on sale of securities 4 14 (71.43) (10)
Merchant fees 257 152 69.08 105
Other income 329 81 306.17 248
---------- ---------- ------------ ----------
Total noninterest income 1,522 903 68.55 619
Noninterest expense
Salaries & employee benefits 2,065 1,824 13.21 241
Net occupancy expense 575 380 51.32 195
Data processing fees 182 298 (38.93) (116)
Other expenses 1,610 995 61.81 615
---------- ---------- ------------ ----------
Total noninterest expense 4,432 3,497 26.74 935
Income before income taxes 978 636 53.77 342
Provision for income taxes 368 242 52.07 126
---------- ---------- ------------ ----------
Net income $ 610 $ 394 54.82 216
========== ========== ============ ==========
Earnings per share(s):
Primary $ 0.15 $ 0.11
Fully diluted 0.15 0.11
Average Number of shares outstanding:
Primary 4,036,598 3,505,268
Fully diluted 4,057,369 3,740,140
</TABLE>
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AMERICAN BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
(UNAUDITED, $ IN THOUSANDS)
<TABLE>
<CAPTION>
SIX MONTH'S ENDED JUNE 30,
1997 1996
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 610 $ 394
-------- --------
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for loan losses 465 78
Net gain on sale of investment securities (4) (13)
Net gain on sale of loans (30) (135)
Net gain on sale of mortgage servicing rights (271) (5)
Net gain on originated mortgage servicing rights (37) (180)
Net gain on sale of assets 0 0
Deferred income taxes (65) 252
Depreciation 295 189
Net amortization of premiums and accretion of
discounts on investment securities 9 (57)
Increase in other liabilities 223 675
Increase in other assets (865) (197)
-------- --------
Total adjustments $ (280) $ 607
-------- --------
Net cash provided by operating activities 330 1,001
-------- --------
Cash flows from investing activities:
Loan originations, net of repayments (47,584) (35,050)
Purchase of loans held for sale 0 0
Proceeds from sales of loans held for sale 10,693 17,883
Purchases of bank premises and equipment (1,389) (1,687)
Proceeds on sales of assets 0 0
Proceeds from maturities of held to maturity
investment securities 0 0
Proceeds from sales and maturities of available
for sale investment securities 3,857 9,802
Purchases of available for sale investment
securities, net of repayments (16,301) (16,641)
-------- --------
Net cash used in investing activities (50,724) (25,693)
Cash flows from financing activities:
Net increase (decrease) in demand deposits, NOW and
savings accounts 25,958 14,338
Net increase in time deposits 11,192 17,365
Net increase (decrease) in securities sold under
agreements to repurchase 6,169 227
Principal payments under capital lease obligations 0 0
Proceeds from advances from the FHLB and Federal
Funds purchased 0 (5,000)
Proceeds from sale of stock 425 7,918
-------- --------
Net cash provided by financing activities 43,744 34,862
-------- --------
Net increase (decrease) in cash and cash equivalents (6,650) 10,170
Cash and cash equivalents at beginning of period 21,045 6,768
-------- --------
Cash and cash equivalents at end of period $ 14,395 $ 16,938
======== ========
Supplemental disclosures:
Interest paid $ 4,695 $ 3,193
======== ========
Income taxes paid $ 170 $ 309
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements
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AMERICAN BANCSHARES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
Note 1. Holding Company and Subsidiaries Background Information
American Bancshares, Inc. (Company), is a one bank holding
company, operated under the laws of the state of Florida. Its
wholly owned banking subsidiary is American Bank of Bradenton
(Bank), a state chartered bank. The Holding Company, a
Florida corporation organized June 30, 1995, is a registered
holding company under the Bank Holding Company Act of 1956,
as amended, and on December 1, 1995 became the bank holding
company for the Bank. The Bank was incorporated on December
6, 1988 and opened for business on May 8, 1989. The Bank is a
general commercial bank with all the rights, powers, and
privileges granted and conferred by the Florida Banking Code.
Although the Holding Company was not formed until June 30,
1995 and did not acquire the Bank until December 1, 1995, the
financial statements have been presented as if the Holding
Company had been in existence since the Bank was formed in
1988 and as if the Bank was its wholly owned subsidiary since
that time.
The Company organized "Freedom Finance Company" (Finance
Company), a Florida Corporation, as a non-banking subsidiary
on June 11,1997. The Finance Company was capitalized by the
Company on July 11,1997. The Finance Company is licensed
under the Florida Consumer Finance Act by the Florida
Department of Banking and Finance. The purpose of Freedom
Finance Company is to make "consumer finance loans." A
"consumer finance loan" means a loan of money, credit or
goods in the amount of $25,000 or less for which the Lender
charges, contracts for, collects, or receives interest at a
rate greater than 18% per annum.
Note 2. Basis of Presentation
The accompanying unaudited condensed consolidated financial
statements, in the opinion of management, include all
adjustments, consisting only of normal recurring adjustments
necessary for a fair presentation of the results for the
interim periods. Certain information and footnote disclosures
normally included in financial statements prepared in
accordance with generally accepted accounting principles have
been condensed or omitted pursuant to SEC rules and
regulations, although the Company believes that the
disclosures included herein are adequate to make the
information presented not misleading. The results of
operations for the three month period ended June 30, 1997 are
not necessarily indicative of the results expected for the
full year.
The organization and business of the Company, accounting
policies followed by the Company and other information are
contained in the Company's December 31, 1996 Form 10KSB. This
quarterly report should be read in conjunction with such
annual report.
Note 3. Investments
The Company's investment and mortgage-backed securities are
classified as available for sale and recorded at fair value
as required by the provisions of Statement of Financial
Accounting Standards number 115. Unrealized gains and losses
are reflected as a separate component of shareholders' equity
on the consolidated statement of condition. At June 30, 1997,
an unrealized gain, net of tax, of $32,000 was reflected as
an increase of shareholders' equity.
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AMERICAN BANCSHARES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
Note 4. Earnings Per Share
Earnings per share have been computed by dividing net income
by the weighted average number of shares outstanding for the
respective period(s). The increase in the weighted average
number of shares is a result of the Company's public offering
in February 1996. Common stock equivalents in the form of
stock warrants and options have been included to reflect the
dilution effect of such warrants and options.
Note 5. Capital
In December 1995, the Company filed a registration statement
on Form SB-2 with Securities and Exchange Commission to
register for sale 1,250,000 shares of the Company's common
stock (with an additional 187,500 shares subject to the
underwriters' over allotment option) at $6.00 per share
pursuant to a firm commitment underwritten public offering.
The SB-2 became effective February 6, 1996, with the sale of
1,250,000 shares of common stock consummated on February 13,
1996. On March 6, 1996, the underwriter elected to exercise
the over allotment, consummating the transaction on March 13,
1996. Of the net proceeds of approximately $7.5 million, $4.5
million has been contributed as capital to the Bank and
approximately $1,120,000 invested to date in land and
building in the construction of an administrative facility.
The balance will be used for general corporate purposes
including the construction of a new administrative facility,
possible acquisitions of other financial institutions, and
working capital.
Note 6. Impact of Recently Issued Accounting Standards
Comprehensive Income: In June, 1997 the Financial Accounting
Standards Board issued Statement of Financial Accounting
Standards (SFAS) No. 130, Reporting of Comprehensive Income,
which establishes standards for reporting and display of
comprehensive income and its components (revenues, expenses,
gains and losses) in a full set of financial statements. This
statement also requires that all items that are required to
be recognized under accounting standards as components of
comprehensive income be reported in a financial statement
that is displayed with the same prominence as other financial
statements.
This statement is effective for the fiscal years beginning
after December 15, 1997. Earlier application is permitted.
Reclassification of financial statements for earlier periods
provided for comparative purposes is required. Management does
not believe that adoption of SFAS No. 130 will have a material
impact on the company's financial statements.
Disclosures About Segments of an Enterprise: In June, 1997
the Financial Accounting Standards Board also issued (SFAS)
No. 131, Disclosures about segments of an Enterprise and
Related Information, which establishes standards for the way
the public business enterprises report information about
operating segments in annual financial statements and
requires that those enterprises report selected information
about operating segments in interim financial reports issued
to shareholders. This statement also establishes standards
for related disclosures about products and services,
geographic areas, and major customers. This statement
requires the reporting of
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financial and descriptive information about an enterprise's
reportable operating segments.
This statement is effective for financial statements for
periods beginning after December 15,1997. In the initial year
of application, comparative information for earlier years
is to be restated. The Company has not yet determined the
impact adoption of SFAS No. 131 will have on its financial
statements.
Page 7
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PART 1
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
AMERICAN BANCSHARES, INC. AND SUBSIDIARY
LIQUIDITY AND CAPITAL RESOURCES
Total assets of the Company increased by 21% to $256,654,000 as of June 30,
1997, from $211,965,000 as of December 31, 1996 and 35% from $190,686,000 as of
June 30, 1996. The increase in assets from December 31, 1996, was primarily the
result of increases in interest earning assets with net loans increasing by
$36,521,000 to $191,981,000 and investment securities increasing by
$12,551,000. Federal funds sold decreased by $1,700,000 to $4,300,000 as of
June 30, 1997. The increases in assets were funded through increases in
deposits at existing locations and the addition of a new branch location which
opened 6/16/97.
As a result of the public offering and subsequent $4,500,000 investment in the
Bank by the Company, the Bank's Tier 1 leverage ratio was 6.79%, Tier 1 to risk
weighted assets was 9.29% and total risk based capital was 10.02% as of June
30, 1997, resulting in a classification of "Well Capitalized" under FDIC
guidelines. The Bank, through its Asset/Liability Committee, monitors, among
other things, the Bank's capital and liquidity position, making adjustments to
deposit, loan, and investment strategies as necessary. The Bank continues to
maintain adequate liquidity levels with a liquidity ratio at June 30, 1997 of
36.37%. In addition, the Bank is a member of the Federal Home Loan Bank of
Atlanta (FHLB). FHLB has approved an advance totaling $25,000,000
collateralized by qualifying mortgages and all of the Bank's FHLB stock. As of
June 30, 1997, an advance in the amount of $5,000,000 was outstanding. The Bank
also maintains Federal Funds Purchased agreements with several correspondent
banks to provide sources of overnight funds. As of June 30, 1997, the Bank had
no federal funds purchased.
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PART 1
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(CONTINUED)
AMERICAN BANCSHARES, INC. AND SUBSIDIARIES
RESULTS OF OPERATIONS
The Company's net income for the quarter ended June 30, 1997 was $403,000 or
$.10 per share, compared to net income of $199,000 or $.05 per share for the
same period for 1996. Earnings per share were affected by the additional shares
outstanding as a result of the public offering which was completed in the first
quarter of 1996. Net interest income increased $543,000 to $2,278,000 for the
quarter ended June 30, 1997 as a result of the increase in interest earning
assets. Non-interest income increased from $427,000 for the quarter ended June
30, 1996 to $957,000 for the same period in 1997. The increase in non-interest
income is primarily attributable to increases in the gains on the sale of
servicing rights of $215,000 as a result of the sale of the FNMA servicing
portfolio outstanding at May 30, 1997, deposit fees of $157,000 resulting from a
larger deposit base and an increase in credit card merchant fee income of
$41,000.
Total general and administrative expense for the quarter ended June 30, 1997,
increased $486,000 over the same period of 1996. This increase resulted
primarily from increases in other operating expenses related to the growth in
the Company's assets and number of Bank branches. Specifically, occupancy
expense, professional services and depreciation accounted for a substantial
portion of the increase for the quarter ended June 30, 1997. In addition,
salary and benefit costs increased $120,000 as a result of increased staff in
lending, operations, and accounting which were added to support the significant
growth experienced during 1996. Also, in January, 1997, the Company acquired
Deschamps & Gregory, a local mortgage brokerage firm and hired staff for the
new Palmetto branch office, in March 1997, that opened June 16, 1997. Full time
equivalent employees increased from 111.5 at June 30, 1996 to 136 as of June
30, 1997.
For the three months ended June 30, 1997, net interest income increased
$543,000 to $2,278,000 compared to $1,735,000 for the same period in 1996 as a
result of the 35% asset growth. The provision for loan loss expense increased
from $48,000 for the three month period ended June 30, 1996 to $325,000 for the
same period in 1997. Management uses a procedure on a monthly basis for
evaluating the adequacy of the allowance for loan loss. Based on that review
management considers the allowance sufficient to cover expected loan losses.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On January 15, 1997, Theresa Moss, a former employee of the Bank,
filed a claim with the Equal Employment Opportunity Commission ( EEOC )
alleging that such employee was demoted by the Bank in retaliation for
complaining against a co-employee for offensive comments which caused a hostile
work environment leading to her resignation from the Bank. It is alleged that
this conduct violated her rights under Title VII of the Civil Rights Act of
1964. The EEOC claim does not request any specific relief or remedies sought in
connection therewith. The company believes that the Bank acted appropriately
and that this action is without merit and it intends to defend this action
vigorously.
On March 27, 1997, James J. Bazata, a former employee of the Bank,
filed an claim in the United States District Court, Tampa Division, alleging
that such employee was discriminated against. It is alleged that this conduct
violated his rights under the Americans with Disabilities Act of 1990. The
company believes that the Bank acted appropriately and that this action is
without merit and intends to defend this action vigorously.
ITEM 2. CHANGES IN SECURITIES
On April 29, 1997 the board of Directors of the Company voted to issue
30,000 stock options pursuant to the "American Bancshares, Inc. and American
Bank of Bradenton Incentive Stock Option Plan of 1996." Of these 6,000 stock
options were given to Gerald L. Anthony, President and CEO. The remaining
24,000 stock options were issued to other officers.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The following matters were submitted to a vote of security holders at the
Company's annual meeting on April 30, 1997.
1. To elect twelve persons as Directors.
The following directors, which consisted of all of the existing directors
except John Weichel were nominated for reelection:
Percentage
For Against
Gerald L. Anthony 98.00 2.00
Samuel S. Aidlin 97.87 2.13
Ronald L. Larson 97.87 2.13
Timothy I. Miller 98.00 2.00
Dan E. Molter 93.96 6.04
Kirk D. Moudy 98.00 2.00
Lindell Orr 97.98 2.02
Lynn B. Powell 97.85 2.15
Walter L. Presha 97.75 2.25
J. Gary Russ 98.00 2.00
R. Jay Taylor 97.93 2.07
Edward D. Wyke 97.74 2.26
Of the total of 4,070,058 shares of common stock eligible to vote, there were
2,775,586 shares present in person or by proxy and the above named directors
were reelected with the results for each noted above.
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PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(CONTINUED)
2. To consider and vote on adoption of the proposed "1997
Nonqualified Share Option Plan For Non-Employee Directors", to be
effective April 30, 1997.
Of the total of 4,070,058 shares of common stock eligible to vote, there were
2,775,586 shares present in person or by proxy with 2,333,142 votes for,
374,576 votes against, and 67,848 abstaining. The above named plan was adopted.
3. To ratify the selection of Coopers & Lybrand L.L.P. as
independent accountants for the Corporation for the year ending
December 31, 1997
Of the total of 4,070,058 shares of common stock eligible to vote, there were
2,775,586 shares present in person or by proxy with 2,728,972 votes for, 36,624
votes against, and 12,910 abstaining. Coopers and Lybrand were retained as
independent accountants for the Company.
ITEM 5. OTHER INFORMATION
1. On April 30, 1997 John Weichel resigned from the Board of Directors
of the Company.
2. The Company organized "Freedom Finance Company" as a non-banking
subsidiary on June 11, 1997. To date Freedom Finance Company has not commenced
operations. A Balance Sheet delineating the disposition of the Company's
initial investment is presented below.
FREEDOM FINANCE COMPANY
BALANCE SHEET
AS OF JULY 11, 1997
(Unaudited, actual $)
<TABLE>
<S> <C>
ASSETS
Cash and due from banks $ 100
----------
TOTAL ASSETS 100
----------
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES 0
----------
SHAREHOLDERS' EQUITY
Common stock, $0.01 par value, 10,000 shares authorized,
100 shares issued and outstanding as of July 11,1997 1
Additional paid in capital 99
----------
Total shareholders' equity 100
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 100
----------
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibits
27 --Financial Data Schedule (for SEC use only)
Reports on Form 8-K
None.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
/s/ Gerald L. Anthony
------------------------------------
Gerald L. Anthony, President and
Chief Executive Officer
Date: August 12, 1997
---------------------
/s/ Brian M. Watterson
------------------------------------
Brian M. Watterson
Senior Vice President and
Chief Financial Officer
Date: August 12, 1997
---------------------
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL DATA EXTRACTED FROM THE COMPANY'S
GENERAL LEDGER AND BOARD OF DIRECTORS FINANCIAL REPORT PACKAGE AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> APR-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 8,486
<INT-BEARING-DEPOSITS> 1,609
<FED-FUNDS-SOLD> 4,300
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 38,662
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 193,271
<ALLOWANCE> (1,290)
<TOTAL-ASSETS> 256,654
<DEPOSITS> 214,350
<SHORT-TERM> 0
<LIABILITIES-OTHER> 1,061
<LONG-TERM> 5,000
0
0
<COMMON> 4,783
<OTHER-SE> 15,178
<TOTAL-LIABILITIES-AND-EQUITY> 256,654
<INTEREST-LOAN> 7,606
<INTEREST-INVEST> 1,333
<INTEREST-OTHER> 156
<INTEREST-TOTAL> 9,095
<INTEREST-DEPOSIT> 4,292
<INTEREST-EXPENSE> 4,742
<INTEREST-INCOME-NET> 4,353
<LOAN-LOSSES> 465
<SECURITIES-GAINS> 4
<EXPENSE-OTHER> 4,432
<INCOME-PRETAX> 978
<INCOME-PRE-EXTRAORDINARY> 610
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 610
<EPS-PRIMARY> .15
<EPS-DILUTED> .15
<YIELD-ACTUAL> 8.49
<LOANS-NON> 602
<LOANS-PAST> 0
<LOANS-TROUBLED> 24
<LOANS-PROBLEM> 1,191
<ALLOWANCE-OPEN> 1,000
<CHARGE-OFFS> 223
<RECOVERIES> 48
<ALLOWANCE-CLOSE> 1,290
<ALLOWANCE-DOMESTIC> 1,290
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
