U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange
Act of 1934.
For the quarterly period ended September 30, 1997.
[_] Transition report under Section 13 or 15(d) of the Exchange
Act of 1934.
For the transition period from to .
------------ ------------
Commission file number 000-22925
AMERICASBANK CORP.
(Exact Name of Small Business Issuer as Specified in Its Charter)
Maryland 52-1948980
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
515 East Joppa Road, Towson, Maryland 21286
-------------------------------------------
(Address of Principal Executive Offices)
(410) 825-5580
------------------------------------------------
(Issuer's Telephone Number, Including Area Code)
---------------------------------------------------------------
(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 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
--- ---
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: As of November 10, 1997,
there were 288,800 shares of Issuer's $.01 par value common stock outstanding.
Transitional Small Business Disclosure Format (check one):
Yes X No
--- ---
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
AMERICASBANK CORP.
BALANCE SHEET
AS OF DECEMBER 31, 1996 AND SEPTEMBER 30, 1997 (UNAUDITED)
<TABLE>
<CAPTION>
December 31, Sept.30,
1996 1997
------------ -----------
(Audited) (Unaudited)
<S><C>
ASSETS
------
Cash $ 298,000 $ 354,000
Nonrefundable deposit - purchase of
deposits and branch facility 20,000 80,000
Accrued interest receivable -- 1,000
Deferred offering costs 57,000 150,000
Organizational costs 135,000 135,000
Other assets 25,000 41,000
--------- ---------
Total assets $ 535,000 $ 761,000
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
-----------------------------------
LIABILITIES:
Accounts payable and accrued expenses $ 159,000 $ 252,000
Advances from insiders 374,000 509,000
--------- ---------
Total liabilities 533,000 761,000
--------- ---------
CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock, par value $0.01 per share,
5,000,000 shares authorized; 0 shares
issued and outstanding -- --
Common stock, par value $0.01 per share,
5,000,00 shares authorized; 0 shares
issued and outstanding -- --
Additional paid-in capital -- --
Retained earnings 2,000 --
--------- -------
Total stockholders' equity 2,000 --
--------- -------
Total liabilities and
stockholders' equity $ 535,000 $ 761,000
========= =========
</TABLE>
The accompanying notes are an integral part of these balance sheets.
<PAGE>
AMERICASBANK CORP.
STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1997
(UNAUDITED)
Three Months Nine Months
Ended Ended
Sept. 30, 1997 Sept. 30, 1997
-------------- --------------
Interest income $ 6,000 $17,000
Expenses 14,000 19,000
Provision for income taxes -- --
------- -------
Net loss $(8,000) $(2,000)
======= =======
The accompanying notes are an integral part of these statements.
<PAGE>
AMERICASBANK CORP.
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
(UNAUDITED)
BALANCE AT DECEMBER 31, 1996 $ 2,000
NET LOSS (2,000)
-------
BALANCE AT SEPTEMBER 30, 1997 $ --
=======
The accompanying notes are an integral part of this statement.
<PAGE>
AMERICASBANK CORP.
STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
(UNAUDITED)
Nine Months
Ended
Sept. 30, 1997
--------------
OPERATING ACTIVITIES:
Net loss $ (2,000)
Adjustments to reconcile net loss
to net cash provided by operating
activities:
Increase in accrued interest (1,000)
Increase in operating accounts payable 16,000
---------
NET CASH PROVIDED BY OPERATING ACTIVITIES 13,000
---------
INVESTING ACTIVITIES:
Cash paid for organization costs,
deferred offering costs and non-
refundable deposit (92,000)
---------
FINANCING ACTIVITIES:
Advances from insiders 278,000
Repayments of advances from insiders (143,000)
---------
NET CASH PROVIDED BY FINANCING ACTIVITIES 135,000
---------
INCREASE IN CASH 56,000
CASH, beginning of period 298,000
---------
CASH, end of period $ 354,000
=========
The accompanying notes are an integral part of this statement.
<PAGE>
AMERICASBANK CORP.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION:
----------------------
The interim financial statements of AmericasBank Corp. (the Company)
for the three months and nine months ended September 30, 1997, included herein,
have been prepared by the Company, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. 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 such rules and regulations. In the opinion of management,
the accompanying unaudited interim financial statements reflect all adjustments
necessary to present fairly the financial position of the Company as of
September 30, 1997, and the results of its operations for the three months and
nine months ended September 30, 1997, and cash flows for the nine months ended
September 30, 1997.
The results of operations for the three months and for the nine
months ended September 30, 1997, are not necessarily indicative of results to be
expected for the full year. These interim financial statements should be read in
conjunction with the audited financial statements and notes thereto included in
the Company's registration statement, as amended, on Form SB-1, filed with the
Securities and Exchange Commission. The balance sheet as of December 31, 1996,
as been derived from the audited financial statements at that date.
2. INITIAL PUBLIC OFFERING:
------------------------
The Company filed a registration statement with the Securities and Exchange
Commission, which became effective on August 7, 1997, in connection with the
offering of a minimum of 240,000 and a maximum of 300,000 shares of the
Company's common stock, $0.01 par value per share, at an offering price of
$10.00 per share.
Although the offering is ongoing as of the date of this filing, effective as of
October 1, 1997, the conditions of the offering, as described in the
registration statement, were satisfied. As of November 10, 1997, the Company had
sold 281,500 shares and had received offering proceeds of $2,815,000. By its
terms, the offering will expire on December 31, 1997, unless extended or earlier
terminated.
<PAGE>
Item 2. Plan of Operation
General
- -------
AmericasBank Corp. (the "Company") was incorporated under the laws of the State
of Maryland on June 4, 1996, primarily to own all of the outstanding shares of
capital stock of a federal stock savings bank to be named AmericasBank (in
organization) (the "Bank"). The Company may not acquire the capital stock of the
Bank without the approval of the Office of Thrift Supervision (the "OTS") to
become a savings and loan holding company of the Bank. On April 15, 1997, the
OTS granted the Company the necessary approvals. On April 15, 1997, the OTS also
conditionally approved the application to organize the Bank as a federal stock
savings bank. Before the Bank obtains final regulatory approval to commence
banking operations, however, the Bank, among other things, must obtain
membership in the Federal Home Loan Bank System, obtain federal deposit
insurance for its deposit accounts from the Federal Deposit Insurance
Corporation (the "FDIC") and complete the sale to the Company of a minimum of
$2,150,000 of its fully-paid capital stock. On April 23, 1997, the FDIC
conditionally approved the Bank's application for federal deposit insurance. It
is currently anticipated that the Bank will commence banking operations on or
about December 1, 1997.
On May 31, 1996, the Bank, through its organizers, entered into a Branch
Purchase and Assumption Agreement, as amended, and a Loan Purchase and
Assumption Agreement, as amended (collectively, the "Agreements"), with Rushmore
Trust & Savings, FSB ("Rushmore"), for the acquisition of certain assets and the
assumption of certain deposit liabilities primarily related to Rushmore's
Baltimore, Maryland branch office located at 3621 East Lombard Street,
Baltimore, Maryland 21224. It is anticipated that closing under the Agreements
will occur on or about December 1, 1997. The transaction with Rushmore is
sometimes referred to herein as the "Acquisition."
Business to be Conducted by the Bank
- ------------------------------------
The Bank will be a full service community-oriented financial institution. Its
business will be to attract retail deposits and to invest those deposits,
together with funds generated from operations and borrowing, primarily in one-
to four-family mortgage loans. To a lesser extent, the Bank will invest in home
equity loans, multi-family loans, commercial real estate loans, construction
loans (primarily for one- to four-family home construction for the borrower),
commercial business loans and consumer loans. The Bank's deposit base will be
comprised of traditional deposit products including checking accounts, NOW
accounts, money market accounts, statement savings accounts, individual
retirement accounts and certificates of deposit. Upon the commencement of its
operations, the Bank will be actively engaged in many of these activities as a
result of its transaction with Rushmore.
The operations of the Bank will be substantially dependent on its net interest
income, which is the difference between the interest expense incurred in
connection with the Bank's interest-bearing liabilities, such as interest on
deposit accounts, and the interest income received from its interest-earning
<PAGE>
assets, such as loans and investment securities. Interest rate volatility could
cause the Bank to pay increased interest rates to obtain deposits and, if the
Bank is not able to increase the interest rate on its loans and the rate of
return on its investment portfolio, the Bank's net interest income will suffer.
The Company's executive offices and the Bank's initial banking office will be
located at 3621 East Lombard Street, Baltimore, Maryland 21224 (the "Banking
Office"), which, as stated above, is currently occupied by the Baltimore,
Maryland branch office of Rushmore, and which is located in the eastern portion
of Baltimore City. It is anticipated that the Bank initially will draw most of
its customer deposits and conduct most of its lending transactions from within
the area surrounding its Banking Office as well as from within the Baltimore
metropolitan area. The Company intends to expand the business of the Bank by
opening branches. At this time, however, the Company has not identified any
branch locations for the Bank.
Capital Resources
- -----------------
The Company filed a registration statement with the Securities and Exchange
Commission, which became effective on August 7, 1997, in connection with the
offering of a minimum of 240,000 and a maximum of 300,000 shares of the
Company's common stock, $0.01 par value per share, at an offering price of
$10.00 per share.
Although the offering is ongoing as of the date of this filing, effective as of
October 1, 1997, the conditions of the offering were satisfied. As of November
10, 1997, the Company had sold 281,500 shares of a total of 300,000 shares of
common stock available for sale in the offering, and had received offering
proceeds of $2,815,000. The Company will use at least $2,150,000 of the offering
proceeds to provide the initial capitalization for the Bank.
By its terms, the offering will expire on December 31, 1997, unless extended or
earlier terminated.
It is anticipated that the proceeds from the offering will satisfy the cash
requirements of the Company and the Bank for their respective first three years
of operations, assuming no new branches are opened during this period, and that
it will not be necessary for the Company to raise additional capital during this
period. However, there can be no assurance that additional capital will not be
required. In addition, in order for the Bank to open additional branches, the
Company may be required to raise additional capital.
Results of Operations
- ---------------------
At September 30, 1997, the Company was in the development stage and had no
earnings from operations except for interest earned on the investment of funds
loaned to the Company by certain insiders of the Company.
At September 30, 1997, the Company had not conducted any business activities
other than those deemed necessary by the Company to proceed with its public
<PAGE>
offering. The Company incurred a net loss of $8,000 for the three month period
ending September 30, 1997 in connection with such activities.
The Company initially will engage in no business other than owning all of the
outstanding shares of capital stock of the Bank.
IN ADDITION TO THE HISTORICAL INFORMATION CONTAINED IN PART I OF THIS QUARTERLY
REPORT ON FORM 10-QSB, THE DISCUSSION IN PART I OF THIS QUARTERLY REPORT ON FORM
10-QSB CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS SUCH AS STATEMENTS OF THE
COMPANY'S PLANS, OBJECTIVES, EXPECTATIONS AND INTENTIONS THAT INVOLVE RISKS AND
UNCERTAINTIES. THESE RISKS AND UNCERTAINTIES INCLUDE, AMONG OTHERS, THE
COMPANY'S LACK OF OPERATING HISTORY, GENERAL RISKS OF THE ACQUISITION, INTEREST
RATE AND LENDING RISKS ASSOCIATED WITH THE ACQUISITION, RISK OF LOAN LOSSES,
RELIANCE ON OFFICERS OF THE BANK, IMPACT OF GOVERNMENT REGULATION ON OPERATING
RESULTS, RISKS OF COMPETITIVE MARKET, EFFECT OF INTEREST RATES ON NET INTEREST
INCOME, IMPACT OF MONETARY POLICY AND OTHER ECONOMIC FACTORS ON OPERATING
RESULTS, RISK OF EXPANSION STRATEGIES, NO ASSURANCE OF ABILITY TO RAISE
ADDITIONAL CAPITAL, UNCERTAINTY AS TO EFFECTS OF NEW FEDERAL LEGISLATION, AND
EFFECTS OF RECAPITALIZATION OF SAIF ON ASSESSMENTS PAYABLE BY THE BANK. THE
COMPANY'S ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE DISCUSSED HEREIN.
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Use of Proceeds.
(1) The effective date of the Securities
Act registration statement for which the use of proceeds information is being
disclosed was August 7, 1997. The Commission file number assigned to the
registration statement was 333-28881.
(2) The offering commenced on August 8, 1997.
(3) As of the date of this filing, the offering has
not terminated.
(4) (i) As of the date of this filing, the offering
has not terminated.
(ii) The offering was not underwritten.
(iii) The Company's Common Stock, $0.01 par
value per share, was registered in the offering.
(iv) The Company registered 300,000 shares of
Common Stock in the offering, with an aggregate price of $3,000,000. Although
the offering is ongoing as of the date of this filing, effective as of October
1, 1997, the conditions of the offering, as described in the registration
statement, were satisfied. As of November 10, 1997, the Company had sold 281,500
shares of a total of 300,000 shares of common stock available for sale in the
offering, and had received offering proceeds of $2,815,000.
(v) From the effective date of the registration
statement to September 30, 1997, the Company incurred the following expenses in
connection with the issuance and distribution of its Common Stock:
Underwriting discounts and commissions: N/A
Finders' fees: N/A
Expenses paid to or for underwriters: N/A
Other expenses: $150,000
Total expenses: $150,000
<PAGE>
As of September 30, 1997, the Company had paid $35,000 of such expenses. None of
the $35,000 was paid, directly or indirectly, to directors, officers or owners
of ten percent or more of any class of equity securities of the Company, or to
any affiliate of the Company.
(vi) The Company will have net offering proceeds
of $2,665,000 after giving effect to the payment of expenses described in
paragraph (d)(4)(v) above. However, the offering is ongoing and, accordingly,
the Company may receive additional offering proceeds.
(vii) Not applicable as the conditions of the
offering were not satisfied until October 1, 1997 and no offering proceeds were
released to the Company until such date.
(viii) Not applicable.
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Submission of Matters to a Vote of Securities Holders.
Not applicable.
Item 5. Other Information.
Not applicable.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
The following exhibit is being filed herewith:
EXHIBIT 27 Financial Data Schedules
(b) Reports on Form 8-K.
None.
<PAGE>
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.
AMERICASBANK CORP.
Date: November 12, 1997 By:/s/J. Clarence Jameson, III
---------------------------
J. Clarence Jameson, III,
President and Chairman of the
Board of Directors
(Principal Executive Officer)
Date: November 12, 1997 By:/s/Larry D. Ohler
-----------------
Larry D. Ohler, Treasurer
(Principal Financial and
Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 0
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 0
<ALLOWANCE> 0
<TOTAL-ASSETS> 0
<DEPOSITS> 0
<SHORT-TERM> 0
<LIABILITIES-OTHER> 0
<LONG-TERM> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITIES-AND-EQUITY> 0
<INTEREST-LOAN> 0
<INTEREST-INVEST> 0
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 0
<INTEREST-DEPOSIT> 0
<INTEREST-EXPENSE> 0
<INTEREST-INCOME-NET> 0
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 0
<INCOME-PRETAX> 0
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<YIELD-ACTUAL> 0
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 0
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 0
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
<FN>
As of September 30, 1997, neither the Company nor the Bank had commenced their
respective operations as a savings and loan holding company or as a federal
stock savings bank. Accordingly, the information required by Article 9 of
Regulation S-X is not applicable.
</FN>
</TABLE>
