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 March 31, 1999.
[_] 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.)
3621 East Lombard Street, Baltimore, Maryland 21224
(Address of Principal Executive Offices)
(410) 342-8303
(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 October 31, 1998,
there were 496,000 shares of Issuer's $.01 par value common stock outstanding.
Transitional Small Business Disclosure Format (check one):
Yes X No
------ ------
1
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
AMERICASBANK CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 1999 AND DECEMBER 31, 1998
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
---------- -----------
(unaudited)
<S><C>
Assets
Cash and cash equivalents:
On-hand and due from banks $1,168,000 $ 625,000
Federal funds sold 2,822,000 2,463,000
Investment securities, available-for-sale 844,000 586,000
Mortgage-backed securities, held-to-maturity 1,369,000 442,000
Loans receivable, net 6,925,000 6,603,000
Investment in Federal Home Loan Bank stock, at cost 56,000 54,000
Accrued interest receivable 52,000 49,000
Property and equipment, net 763,000 755,000
Other assets, net 228,000 500,000
----------- -----------
Total assets $14,227,000 $12,077,000
=========== ===========
Liabilities and Stockholders' Equity
Deposits:
Noninterest-bearing $ 630,000 $ 463,000
Interest-bearing 8,868,000 8,799,000
Mortgage escrow deposits 139,000 95,000
Accounts payable and accrued expenses 171,000 341,000
---------- ----------
Total liabilities $9,808,000 $9,698,000
========== ==========
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,
5,000,000 shares authorized, 496,000 shares
and 300,000 shares, respectively, issued
and outstanding 5,000 3,000
Additional paid-in capital 4,958,000 2,847,000
Accumulated deficit (544,000 (471,000)
----------- -----------
Total stockholders' equity 4,419,000 2,379,000
----------- -----------
Total liabilities and stockholders' equity $14,227,000 $12,077,000
=========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated balance
sheets.
2
<PAGE>
AMERICASBANK CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATION
(UNAUDITED)
Three Months Ended March 31,
1999 1998
---- ----
Interest Income:
Interest income on loan $ 151,000 $ 151,000
Interest income on investment
securities 64,000 39,000
--------- ---------
Total interest income 215,000 190,000
Interest expense on deposits 99,000 87,000
--------- ---------
Net interest income 116,000 103,000
Provision for loan losses 2,000 10,000
--------- ---------
Net interest income after provision
for loan losses 114,000 93,000
Service fees and charges 10,000 2,000
--------- ---------
Net interest income after service
fees and charges 124,000 95,000
--------- ---------
Other operating expenses:
Salaries and benefits 60,000 32,000
Depreciation and amortization 28,000 27,000
Occupancy expense 11,000 6,000
Data processing 17,000 16,000
Professional fees 30,000 19,000
Office supplies 4,000 5,000
Other operating expenses 47,000 23,000
--------- ---------
Total other operating expenses 197,000 128,000
--------- ---------
Loss before provision for income
taxes (73,000) (33,000)
Provision for income taxes - -
---------- ---------
Net loss before cumulative effect
of change in accounting principle (73,000) (33,000)
Cumulative effect of change in
accounting principle - (133,000)
----------- ----------
Net loss $ (73,000) $(166,000)
=========== ==========
Net loss per common share -
Both basic and diluted
3
<PAGE>
Loss before cumulative effect of
change in accounting principle $ (0.24) $ (0.11)
Loss from change in accounting
principle - (0.44)
---------- ----------
Net loss per share $ (0.24) $ (0.55)
========== ==========
Weighted Average Shares
Outstanding 302,178 300,000
========== ==========
The accompanying notes are an integral part of these consolidated statements.
4
<PAGE>
AMERICASBANK CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended March 31,
1999 1998
------ ------
<S><C>
Cash Flows from Operating Activities:
Net loss $ (73,000) $ (166,000)
Adjustments to reconcile net loss
to net cash from operating activities-
Provision for loan losses 2,000 10,000
Depreciation and amortization 28,000 160,000
Increase in accrued interest receivable (3,000) (6,000)
Decrease (increase) in other assets 18,000 (42,000)
Decrease in accrued interest on deposits - (32,000)
Increase in accounts payable and accrued expenses 37,000 23,000
-------- ---------
Net cash provided by operating activities 9,000 (53,000)
-------- ---------
Cash Flows from Investing Activities:
(Purchase) sale of investment securities (258,000) 29,000
Purchase mortgage backed securities (1,066,000) -
Principal repayments on mortgaged backed
securities 139,000 -
Loan principal disbursements (682,000) (601,000)
Principal repayments on loans receivable 357,000 332,000
Purchase of Federal Home Loan Bank stock (2,000) -
Purchase of property and equipment (20,000) (8,000)
----------- --------
Net cash used in investing activities (1,532,000) (248,000)
----------- ----------
Cash Flows from Financing Activities:
Increase (decrease) in savings deposits 236,000 (400,000)
Increase in mortgage escrow deposits 44,000 43,000
Proceeds from common stock offering 2,352,000 -
Stock offering costs (207,000) -
----------- ---------
Net cash (used in) provided from financing
activities 2,425,000 (357,000)
----------- ---------
Increase (Decrease) In Cash and Cash Equivalents 902,000 (658,000)
Cash and Cash Equivalents, beginning of period 3,088,000 3,337,000
----------- ----------
Cash and Cash Equivalents, end of period $ 3,990,000 $ 2,679,000
=========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
5
<PAGE>
AMERICASBANK CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) Organization and Business
AmericasBank Corp. (the Company) was incorporated under the laws of the State of
Maryland on June 4, 1996 primarily to hold all the outstanding shares of capital
stock of AmericasBank (the "Bank"), a federal stock savings bank. The Bank is a
member of the Federal Home Loan Bank System, and its deposits are insured by the
Federal Deposit Insurance Corporation.
As the Bank is a start-up operation, there can be no assurance that the Bank can
attract sufficient depositors or issue sufficient quality loans to operate at a
profit. The Bank is subject to other risks and uncertainties, including interest
rate risk. The interest rate risk related to interest rates is significant to
the Bank as its deposits have relatively short maturities, while the loans have
much longer maturities at fixed rates. Without a significant change in the
Bank's investment, deposit or loan portfolio, an increase in interest rates
could have a significant negative effect on the Bank's net interest income and
results of operations.
(2) Summary of Significant Accounting Policies:
Basis of Presentation
The financial statements 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. However, the Company believes that the disclosures are adequate to
make the information presented not misleading. These condensed financial
statements should be read in conjunction with the financial statements and notes
thereto for the year ended December 31, 1998, included in the Company's Annual
Report on Form 10-KSB.
6
<PAGE>
The unaudited condensed financial statements included herein reflect all
adjustments (which include only normal, recurring adjustments) which are, in the
opinion of management, necessary to state fairly the results for the three
months ended March 31, 1999 and 1998. The results of the interim periods are not
necessarily indicative of the results expected for the full fiscal year.
Organizational Costs
In April 1998, the Accounting Standards Executive Committee of the American
Institute of Certified Public Accountants issued Statement of Position 98-5 (the
"SOP") regarding financial reporting on the costs of start-up activities. Under
the SOP, organizational costs are considered start-up costs and, commencing with
fiscal years beginning after December 15, 1998, entities are required to expense
such costs as they are incurred. As a result of the SOP, the Company was
required to write off its unamortized organizational costs as a cumulative
change in an accounting principle.
On December 31, 1998, the Company elected to adopt the SOP, effective January 1,
1998, resulting in the write-off of $133,000 of organizational costs as a
cumulative effect of a change in accounting principle. Prior to January 1, 1998,
organizational costs were being amortized over a five-year period using the
straight-line method, commencing upon the purchase of the Bank.
Comprehensive Income
The company does not have any adjustment for comprehensive income for the
periods presented. Comprehensive income is the same as income reported in the
accompanying statements of operations.
Earnings Per Share
As a result of Common Stock equivalents being anti-dilutive, the Company's basic
and diluted loss per common share are equal at March 31, 1999.
7
<PAGE>
(3) Stock Options and Warrants
On June 1, 1998, the Company adopted a stock option plan for the granting of
stock options to employees and nonemployee directors. The options are vested
immediately and may be exercised six months after the grant date. In the event
of termination without cause, the stock options expire in three months from the
date of termination. Options granted to directors expire on the first
anniversary of the effective date of termination as a director. All options
expire on the 10th anniversary of the grant date.
As of March 31, 1999, under the plan, 29,840 stock options had been granted at
an option price of $10.00 per share, and 15,160 stock options had been granted
at an option price of $12.00 per share, which prices approximate management's
estimate of the fair value of the Company's common stock on the date of grant.
In addition, as of March 31, 1999, 5,000 options were granted outside the plan
at an option exercise price of $12.00 per share, which price approximated
management's estimate of the fair value of the Company's common stock on the
date of its grant. No options have been exercised as of March 31, 1999.
On September 2, 1998, the Company issued to the holders of record of its Common
Stock on September 1, 1998, a dividend of one common stock purchase warrant for
each share of Common Stock then held by the stockholders (the "Dividend
Warrants"). Each Dividend Warrant entitles the holder thereof to purchase one
share of Common Stock at an exercise price of $10.00 per share, subject to
adjustment for
8
<PAGE>
certain events, beginning any time after April 1, 2000, until the Dividend
Warrant's expiration on September 1, 2008. As of March 31, 1999, there were
300,000 Dividend Warrants outstanding.
(4) Secondary Offering of Common Stock
On August 13, 1998, the Company filed a Registration Statement on Form SB-1 with
the Securities and Exchange Commission, which became effective on October 9,
1998, in connection with the offering by the Company of a minimum of 125,000
units and a maximum of 312,500 units, each unit consisting of one share of
common stock and one common stock purchase warrant, at a price of $12.00 per
unit.
The offering terminated by its terms on March 31, 1999. The Company sold 196,000
units in the offering and, after payment of all expenses associated with the
offering, received approximately $2,113,000 of net offering proceeds.
9
<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
(the "Bank"). On April 15, 1997, the Office of Thrift Supervision (the "OTS")
granted the Company the necessary approvals to acquire the capital stock of the
Bank and to become a savings and loan holding company of the Bank. The Company
acquired all of the Bank's capital stock and the Bank opened on December 1,
1997. The Bank currently has one branch in Baltimore, Maryland.
Effective as of December 1, 1997, the Bank also purchased certain assets
and assumed certain deposit liabilities primarily related to the Baltimore,
Maryland branch office of Rushmore Trust and Savings, FSB ("Rushmore"), located
at 3621 East Lombard Street, Baltimore, Maryland 21224 (the "Baltimore Branch").
To date, there has been no established active public trading market for
the Company's Common Stock, although the Common Stock is quoted on the OTC
Bulletin Board and reported in the National Daily Quotation Bureau "Pink Sheets"
under the symbol "AMBB."
Business Conducted and to be Conducted by the Bank
The Bank is a community-oriented financial institution. Its business has
been to attract retail deposits and to seek to invest those deposits, together
with funds generated from operations and borrowings, in one-to four-family
mortgage loans. To a lesser extent, the Bank has sought to invest in home equity
and second trust loans, multi-family loans, commercial real estate loans,
commercial business loans, construction and lot loans (primarily for one- to
four-family home construction for the borrower) and consumer loans. The Bank's
deposit base is comprised of various deposit products including checking
accounts, insured investment accounts, statement savings accounts, passbook
deposit accounts, money market accounts, certificates of deposit and individual
retirement accounts.
The Bank offers direct deposit of payroll and social security checks and
automatic drafts for various accounts to its customers. To provide additional
convenience to its customers, the Bank intends to participate in the HONOR
Automatic Teller Machine Network at locations throughout the United States,
through which Bank customers can gain access to their accounts at any time. The
Bank currently owns one automatic teller machine, in Towson, Maryland. As of
March 31, 1999,
10
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approximately 42 automatic teller machines owned by Network Processing, LLC
("Network") were branded with the Bank's name through an agreement between the
Bank and Network. Director Baldev Singh is a member of Network. Although the
Bank receives no revenues from the branded machines, Bank customers will be able
to use the branded machines for no charge. The Bank also intends to offer its
customers cash management services, safe deposit boxes and travelers checks.
Management has determined that as a result of recent consolidations of
financial institutions, the Bank's current and potential market areas are not
being adequately served by existing financial institutions and that there is an
increasing local demand for commercial real estate, commercial business,
construction and consumer loans offered by a truly community-oriented financial
institution. As a result, the Bank will seek to convert from a federal stock
savings bank to a Maryland commercial bank (the "Conversion"), and management
will refocus the Bank's lending strategy. Pursuant to this strategy, while
continuing to pursue its existing business of seeking to originate mortgage
loans for the purpose of financing and refinancing one-to-four family
residential properties, the Bank intends to expand gradually its commercial real
estate, commercial business, construction and consumer lending.
The Conversion requires the prior approval of the Commissioner of
Financial Regulation of the State of Maryland (the "Commissioner") for the Bank
to become a Maryland commercial bank, and the Board of Governors of the Federal
Reserve for the Company to become a bank holding company. As of the date of this
filing, the Company and the Bank had not received the necessary regulatory
approvals. There can be no assurance that the necessary regulatory approvals
will be obtained.
Strategy
The Bank intends to pursue a strategy of long term growth by competing
for loans and deposits in its market area, establishing a new branch office in
Towson, Maryland and by opening additional branches, either through internal
growth or through acquisitions of existing financial institutions or branches
thereof. Management anticipates that the Bank will draw most of its customer
deposits and conduct most of its lending transactions from within the area
surrounding its branch offices as well as from within the Baltimore metropolitan
area.
The Bank's ability to expand internally by establishing new branch
offices will be dependent on the ability to identify advantageous locations for
such branches and to fund the development of new branches. The ability to grow
through selective acquisitions
11
<PAGE>
of other financial institutions or branches of such institutions will be
dependent on successfully identifying, acquiring and integrating such
institutions or branches. Furthermore, the success of the branch expansion
strategy will be dependent upon the Bank's access to capital, its ability to
attract and train or retain qualified employees and its ability to obtain
regulatory approvals. The establishment of a new branch office in Towson,
Maryland requires prior regulatory approval which, as of the date of this
filing, has not been obtained, and there can be no assurance that such
regulatory approval will be obtained. The branch expansion strategy anticipates
losses from branch operations until such time as branch deposits and the volume
of other banking business reach the levels necessary to support profitable
branch operations.
There can be no assurance that the Bank will be able to generate
internal growth or identify attractive acquisition candidates, acquire such
candidates on favorable terms, or successfully integrate any acquired
institutions or branches into its operations. In addition, the Bank's inability
to implement the branch expansion strategy could negatively impact the Bank's
long term ability to successfully compete in the marketplace.
At this time, other than the plan to open a Towson branch, the Company
and the Bank have no specific plans regarding new branch offices or acquisitions
of existing financial institutions or branches thereof.
The Company's executive offices and the Bank's current banking office
are located at 3621 East Lombard Street, Baltimore, Maryland 21224. Upon opening
a Towson branch, the Company's and the Bank's executive offices will move to the
Towson branch, which will be located at 500 York Road, Towson, Maryland 21204.
Liquidity and Capital Resources
The Company's principal sources of liquidity are cash and assets that
can be readily converted into cash, including investment securities maturing
within one year and available for sale securities. As of March 31, 1999 and
December 31, 1998, the Company had $3,990,000 and $3,088,000 in cash and short
term investments, respectively, and had $844,000 and $586,000 in available for
sale securities, respectively. Fluctuations in the deposit levels of the Bank's
customers will result in corresponding fluctuations in the Company and the
Bank's liquidity position. Although the Bank has not done so to date, the Bank
is eligible to borrow funds from the Federal Home Loan Bank of Atlanta, which
serves as a reserve credit capacity for its members.
12
<PAGE>
The Company's consolidated stockholders' equity was $4,419,000 and
$2,379,000 as of March 31, 1999 and December 31, 1998, respectively.
Stockholders' equity as of December 31, 1998 was primarily a result of the
Company's 1997 initial public offering of 300,000 shares of Common Stock at an
offering price of $10.00 per share (the "Initial Public Offering").
Stockholders' equity as of March 31, 1999 was primarily a result of the Initial
Public Offering and the Company's second public offering (as described below).
In order to facilitate the opening of a Towson branch and to acquire the
capital necessary to obtain regulatory approval to consummate the Conversion,
the Company commenced a public offering (the "Offering") on October 9, 1998, of
a minimum of 125,000 units and a maximum of 312,500 units at a price of $12.00
per unit (the "Units"), pursuant to the Company's Registration Statement on Form
SB- 1 (No. 333-61335). Each Unit consists of one share of the Company's Common
Stock and one Common Stock purchase warrant (the "Purchase Warrants"). Each
Purchase Warrant entitles the holder thereof to purchase one share of Common
Stock at an exercise price of $13.00 per share, subject to adjustment for
certain events, beginning any time after April 8, 2000, until the Purchase
Warrant's expiration at 5:00 p.m. EST, on October 8, 2001.
The Offering terminated by its terms on March 31, 1999. The Company sold
196,000 Units in the Offering and, after payment of all expenses associated with
the offering, received approximately $2,113,000 of net offering proceeds.
Management intends to use approximately $2,000,000 of these proceeds to make
additional capital contributions to the Bank which, management believes, will
enable the Bank to receive regulatory approval to open a Towson branch, although
there can be no assurance that this will be the case.
Prior to the commencement of the Offering, Management believed that if
the maximum number of Units were sold in the Offering, the resulting additional
capital that the Company would be able to provide the Bank would enable the Bank
to receive regulatory approval to consummate the Conversion. The Company did not
sell the maximum number of Units available for sale in the Offering, and there
can be no assurance that the Company and the Bank will be able to obtain the
necessary regulatory approvals to consummate the Conversion.
Summary of Financial Condition and Results of Operations
The Bank commenced operations as of December 1, 1997, and its activities
have primarily consisted of accepting deposits, making loans and servicing the
deposits and loans acquired from Rushmore.
13
<PAGE>
As of March 31, 1999 and December 31, 1998, the Company had total assets
of approximately $14,227,000 and $12,077,000, respectively, total loans of
approximately $6,925,000 and $6,603,000, respectively, and total deposits of
approximately $9,498,000 and $9,262,000, respectively. The Company experienced a
loss of approximately $73,000 for the three months ended March 31, 1999.
Net interest income for the first quarter of 1999 was approximately
$116,000, an increase of approximately $13,000 from the first quarter of 1998.
Net interest income, which is the difference between the interest expense
incurred in connection with the Company and the Bank's interest-bearing
liabilities, such as interest on deposit accounts, and the interest income
received from interest-earning assets, such as loans and investment securities,
is the most significant component of the Company's earnings. Volatility in
interest rates 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, net interest income will
suffer.
The Bank currently maintains a liquidity ratio and a level of
capitalization in excess of the minimum standards required by the Bank's primary
regulator, the OTS.
Year 2000 Compliance
The much publicized Year 2000 Issue is the result of computer programs
being written using two digits rather than four to define an applicable year.
Computer programs with date-sensitive software may recognize a date using "00"
as the year 1900 rather than the year 2000. With respect to software used for
bank operations, mistakes of this nature could cause disruptions of operations,
including, among other things, the temporary inability to process transactions
or engage in similar normal business activities. In addition, the Year 2000
Issue increases transaction risk with third parties, including customers.
The Bank contracts with an outside firm to provide data and transaction
processing services. The Bank's contract with this firm is scheduled to expire
on December 1, 2000. In February 1999, the Bank and the data processing firm
tested the Bank's data and transaction processing for Year 2000 compliance using
a January 3, 2000 transaction date. During the test, the Bank's data and
transaction processing successfully performed all processing functions. On March
1, 1999, the data processing firm advised the Bank that all of the data
processing firm's hardware, system and application code changes related to the
Year 2000 Issue had been made, and that the data processing firms's systems and
operations had been
14
<PAGE>
tested to determine that date sensitive calculations and functions can be
accurately performed using 20th and 21st century dates. In April 1999, the Bank
monitored a test of the data processing firm's data and transaction processing
system for Year 2000 compliance. During that test, the data processing firm's
system successfully performed all processing functions. The Bank does not
anticipate incurring any extra costs from the data processing firm in connection
with the Year 2000 Issue.
In light of the foregoing, the Bank does not believe that its operations
will be materially impacted by the Year 2000 Issue. However, there can be no
assurance that the data and transaction processing system will be Year 2000
compliant, and such failure may have a material adverse effect on the Company
and the Bank's earnings, cash flows and overall financial condition. If the data
and transaction processing system failed, the Bank would process its
transactions manually, until a new system could be placed online. Although the
Bank has not estimated the cost of manually processing transactions, the Bank
has successfully tested its ability to process transactions manually.
In addition to risks relating to internal Year 2000 compliance, the Bank
may be vulnerable to the failure of customers or other third parties with which
the Bank conducts business to remedy their own Year 2000 issues. For example, a
customer's failure to remedy its Year 2000 issues could impact the customer's
ability to pay its obligations to the Bank, which failure could have a material
adverse effect on the Company and the Bank's earnings, cash flows and overall
financial condition.
In accordance with OTS requirements, the Bank has appointed a Year 2000
Committee and has adopted a written plan detailing the procedures to be followed
by management to identify and solve potential problems and to monitor the
progress made by the Bank and the data processing firm to avoid Year 2000
problems. As of December 31, 1998, the Year 2000 Committee had completed the
evaluation, assessment and implementation phases of the plan but had not
completed the contingency phase of the plan. It is expected that the remaining
phase will be completed by June 1999.
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 LIMITED OPERATING HISTORY AND HISTORY OF LOSSES; ABILITY
TO OPEN A TOWSON BRANCH; POTENTIAL DELAY IN COMPLETION OR DENIAL OF CONVERSION
15
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PLAN; RISKS RELATED TO COMMERCIAL, CONSTRUCTION AND CONSUMER LENDING; RISKS
RELATED TO NEW MANAGEMENT; IMPACT OF INTEREST RATE VOLATILITY ON DEPOSITS;
INTEREST RATE, LENDING AND OTHER RISKS ASSOCIATED WITH THE LOANS ACQUIRED FROM
RUSHMORE; RISK OF LOAN LOSSES; RISK OF BRANCH EXPANSION STRATEGY; IMPACT OF
GOVERNMENT REGULATION ON OPERATING RESULTS; RISKS OF COMPETITIVE MARKET; IMPACT
OF MONETARY POLICY AND OTHER ECONOMIC FACTORS ON OPERATING RESULTS; UNCERTAINTY
AS TO EFFECTS OF PROPOSED FEDERAL LEGISLATION; DEVELOPMENTS IN TECHNOLOGY; AND
YEAR 2000 ISSUES. THE COMPANY'S ACTUAL RESULTS COULD DIFFER MATERIALLY FROM
THOSE DISCUSSED HEREIN.
16
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities and Use of Proceeds.
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 Schedule
(b) Reports on Form 8-K.
None.
17
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SIGNATURES
In accordance with the requirements of the Securities Exchange Act of
1934, as amended, the registrant caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
AMERICASBANK CORP.
Date: May 17, 1999 By: /s/ J. Clarence Jameson, III
___________________________________
J. Clarence Jameson, III,
President and Chairman of the
Board of Directors
(Principal Executive Officer)
Date: May 17, 1999 By: /s/ Larry D. Ohler
___________________________________
Larry D. Ohler, Treasurer
(Principal Financial and
Accounting Officer)
18
<TABLE> <S> <C>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 1,168,000
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 2,822,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 844,000
<INVESTMENTS-CARRYING> 1,369,000
<INVESTMENTS-MARKET> 844,000
<LOANS> 7,012,000
<ALLOWANCE> 87,000
<TOTAL-ASSETS> 14,227,000
<DEPOSITS> 9,498,000
<SHORT-TERM> 0
<LIABILITIES-OTHER> 310,000
<LONG-TERM> 0
0
0
<COMMON> 5,000
<OTHER-SE> 4,414,000
<TOTAL-LIABILITIES-AND-EQUITY> 14,227,000
<INTEREST-LOAN> 151,000
<INTEREST-INVEST> 64,000
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 215,000
<INTEREST-DEPOSIT> 99,000
<INTEREST-EXPENSE> 0
<INTEREST-INCOME-NET> 116,000
<LOAN-LOSSES> 2,000
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 197,000
<INCOME-PRETAX> (73,000)
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (73,000)
<EPS-PRIMARY> (0.24)
<EPS-DILUTED> (0.24)
<YIELD-ACTUAL> 3.81
<LOANS-NON> 93,000
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 85,000
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 87,000
<ALLOWANCE-DOMESTIC> 87,000
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
