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 June 30, 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
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(Address of Principal Executive Offices)
(410) 342-8303
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(Issuer's Telephone Number, Including Area Code)
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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 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 August 1, 1999, there
were 496,000 shares of Issuer's $0.01 par value common stock outstanding.
Transitional Small Business Disclosure Format (check one):
Yes X No
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<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
AMERICASBANK CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 1999 AND DECEMBER 31, 1998
<TABLE>
<CAPTION>
June 30, December 31,
1999 1998
------------ ------------
Assets (unaudited)
<S> <C> <C>
Cash and cash equivalents:
On-hand and due from banks $ 31,000 $ 625,000
Federal funds sold 2,139,000 2,463,000
Investment securities, available-for-sale 1,901,000 586,000
Mortgage-backed securities, held-to-maturity 1,697,000 442,000
Loans receivable, net 7,499,000 6,603,000
Investment in Federal Home Loan Bank stock, at cost 56,000 54,000
Accrued interest receivable 49,000 49,000
Property and equipment, net 775,000 755,000
Other assets, net 199,000 500,000
----------- -----------
Total assets $14,346,000 $12,077,000
=========== ===========
Liabilities and Stockholders' Equity
Deposits:
Noninterest-bearing $ 736,000 $ 463,000
Interest-bearing 9,007,000 8,799,000
Mortgage escrow deposits 186,000 95,000
Accounts payable and accrued expenses 183,000 341,000
----------- ----------
Total liabilities $10,112,000 $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 (729,000) (471,000)
----------- -----------
Total stockholders' equity 4,234,000 2,379,000
----------- -----------
Total liabilities and stockholders' equity $14,346,000 $12,077,000
=========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated balance
sheets.
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<PAGE>
AMERICASBANK CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATION
(UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended June 30, Three Months ended June 30,
1999 1998 1999 1998
---- ---- ---- ----
Interest Income:
<S> <C> <C> <C> <C>
Interest income on loans $ 303,000 $ 311,000 $ 152,000 $ 160,000
Interest income on
investment securities 135,000 84,000 71,000 45,000
---------- ---------- ----------- ----------
Total interest income 438,000 395,000 223,000 205,000
Interest expense on deposits 199,000 180,000 100,000 93,000
---------- ---------- ----------- ----------
Net interest income 239,000 215,000 123,000 112,000
Provision for loan losses 30,000 18,000 28,000 8,000
---------- ---------- ----------- ----------
Net interest income after
provision for loan losses 209,000 197,000 95,000 104,000
Service fees and charges 18,000 7,000 8,000 5,000
---------- ---------- ----------- ----------
Net interest income after
service fees and charges 227,000 204,000 103,000 109,000
---------- ---------- ----------- ----------
Other operating expenses:
Salaries and benefits 158,000 62,000 98,000 30,000
Depreciation and amortization 55,000 71,000 27,000 37,000
Occupancy expense 20,000 10,000 9,000 4,000
Data processing 32,000 28,000 15,000 12,000
Professional fees 89,000 69,000 59,000 50,000
Office supplies 17,000 10,000 13,000 5,000
Other operating expenses 114,000 46,000 67,000 23,000
---------- ---------- ----------- ----------
Total other operating
expenses 485,000 296,000 288,000 161,000
---------- ---------- ----------- ----------
Loss before provision for
income taxes (258,000) (92,000) (185,000) (52,000)
Provision for Income Taxes - - - -
---------- ---------- ----------- ----------
Net loss before cumulative
effect of change in
accounting principle (258,000) (92,000) (185,000) (52,000)
---------- ---------- ----------- ----------
Cumulative effect of change in
accounting principle - (133,000) - -
---------- ---------- ----------- ----------
Net loss $(258,000) $ (225,000) $ (185,000) $ (52,000)
========== =========== =========== ==========
Net loss per common share -
Both basic and diluted
Loss before cumulative effect of
change in accounting principle (.57) $ (.31) $ (.37) $ (.17)
Loss from change in accounting
principle (-) (.44) (-) (-)
---------- ---------- ---------- ----------
Net loss per share $ (.57) $ (.75) $ (.37) $ (.17)
========== ========== ========== ==========
Weighted average shares
outstanding 454,000 300,000 496,000 300,000
========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
3
<PAGE>
AMERICASBANK CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended June 30,
1999 1998
---- ----
Cash Flows from Operating Activities:
<S> <C> <C>
Net loss $(258,000) $ (92,000)
Adjustments to reconcile net loss
to net cash from operating activities-
Provision for loan losses 30,000 18,000
Depreciation and amortization 55,000 71,000
Increase in accrued interest receivable - (10,000)
Decrease (increase) in other assets 32,000 (16,000)
Decrease in accrued interest on deposits - (32,000)
Increase in accounts payable and accrued expenses 49,000 10,000
-------- ---------
Net cash provided by operating activities (92,000) (51,000)
---------- --------
Cash Flows from Investing Activities:
(Purchase) sale of investment securities (1,315,000) 38,000
Purchase mortgage backed securities (1,616,000) -
Principal repayments on mortgaged backed
securities 361,000 -
Loan principal disbursements (2,362,000) (1,143,000)
Principal repayments on loans receivable 1,436,000 814,000
Purchase of Federal Home Loan Bank stock (2,000) -
Purchase of property and equipment (45,000) (21,000)
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Net cash used in investing activities (3,543,000) (312,000)
----------- -----------
Cash Flows from Financing Activities:
Increase (decrease) in savings deposits 481,000 (4,000)
Increase in mortgage escrow deposits 91,000 83,000
Proceeds from common stock offering 2,352,000 -
Stock offering costs (207,000) -
----------- -----------
Net cash (used in) provided from financing
activities 2,717,000 (79,000)
----------- -----------
Increase (Decrease) In Cash and Cash Equivalents (918,000) (284,000)
Cash and Cash Equivalents, beginning of period 3,088,000 3,337,000
----------- -----------
Cash and Cash Equivalents, end of period $ 2,170,000 $ 3,053,000
=========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated
statements.
4
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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.
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 six months
and three months ended June 30, 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
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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 June 30, 1999.
(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 non-employee directors. The plan was amended as
of May 27, 1999 to increase the number of shares issuable upon the exercise of
options granted under the plan from 45,000 to 74,400. 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 June 30, 1999, under the plan, 42,280 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.
No options have been exercised as of June 30, 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 certain events, beginning any time after April 1, 2000, until the
Dividend Warrant's
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expiration on September 1, 2008. As of June 30, 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.
7
<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. Management believes that
by September 15, 1999, the Bank will 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 June 30, 1999,
approximately 33 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. In addition,
8
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management believes that the Bank will begin offering its customers safe
deposit boxes in September 1999.
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 intends 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.
Management anticipates that all necessary regulatory approvals will be received
by September 15, 1999, although there can be no assurance that this will be the
case.
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 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. Management anticipates that the necessary
regulatory approvals to open a new branch will be received by September 15,
1999, although there can be no assurance that this will be the case. The branch
expansion strategy anticipates losses
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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 June 30, 1999 and December 31,
1998, the Company had $2,170,000 and $3,088,000 in cash and short term
investments, respectively, and had $1,901,000 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.
The Company's consolidated stockholders' equity was $4,234,000 and
$2,379,000 as of June 30, 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 June 30, 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 consisted of one share of the Company's Common
Stock and one Common Stock
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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.
Approximately $1,500,000 of these proceeds have been used to make capital
contributions to the Bank, which has used the funds to increase its mortgage
backed securities from $442,000 on December 31, 1998 to $1,697,000 on June 30,
1999, and to increase its net loans from $6,603,000 on December 31, 1998 to
$7,499,000 on June 30, 1999. Offering proceeds also have been used to fund
operating losses. Management intends to use another $500,000 of the offering
proceeds to make additional capital contributions to the Bank.
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.
As of June 30, 1999 and December 31, 1998, the Company had total assets of
approximately $14,346,000 and $12,077,000, respectively, total loans of
approximately $7,499,000 and $6,603,000, respectively, and total deposits of
approximately $9,743,000 and $9,262,000, respectively. The Company experienced a
loss of approximately $258,000 for the six months ended June 30, 1999.
The increase in total assets was primarily the result of the Company's
receipt of offering proceeds. Management attributes the Bank's slow loan growth
to the limitations placed on the types of loans that the Bank may make as a
result of its thrift charter, and the focus placed by management during the
first half of 1999 on the offering and the actions necessary to effect the
Conversion and establish a Towson branch.
Net interest income for the second quarter of 1999 was approximately
$123,000, a decrease of approximately $11,000 from the second 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. Management has sought to reduce the effect of the decrease in net
interest income through the Bank's investment in mortgage-backed securities.
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
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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 tested to determine that date sensitive calculations and
functions can be accurately performed using 20th and 21st century dates. In
addition, the Bank has been advised by the OTS that the data processing firm's
systems are Year 2000 compliant.
In April 1999 and July 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
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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.
Management anticipates that the contingency phase of the plan will by completed
by September 1, 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
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.
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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.
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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: August 13, 1999 By: /s/ J. Clarence Jameson, III
---------------------------------
J. Clarence Jameson, III,
President and Chairman of the
Board of Directors
(Principal Executive Officer)
Date: August 13, 1999 By: /s/ Steven T. Hudson
---------------------------------
Steven T. Hudson, Chief Financial Officer
(Principal Financial and
Accounting Officer)
15
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