U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-KSB
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 000-22925
AmericasBank Corp.
------------------
(Name of small business issuer in its charter)
Maryland 52-1948980
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
500 York Road, Baltimore, Maryland 21204
---------------------------------- -----
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: 410-823-0500
------------------------------------------
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act: Common Stock,
par value $0.01 per share
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 __
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]
<PAGE>
The issuer's revenues for its most recent fiscal year were $1,028,000.
The aggregate market value of the common equity held by non-affiliates
was $1,897,000 as of March 20, 2000, based on a sales price of $8.00 per share
of Common Stock, which is the sales price at which the Common Stock was last
traded on March 7, 2000 as reported by the OTC Bulletin Board. There is no
active public trading market for the Common Stock and the $8.00 per share price
may not be indicative of present value.
The number of shares outstanding of the issuer's Common Stock was
496,000 as of March 20, 2000.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the 2000 Annual Meeting of
Stockholders of AmericasBank Corp., to be filed with the Securities and Exchange
Commission no later than 120 days after the close of the fiscal year, are
incorporated by reference in this Annual Report on Form 10-KSB in Part III -
Item 9, Item 10, Item 11 and Item 12.
Transitional Small Business Disclosure Format (check one):
Yes __ No X
ii
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
GENERAL
AmericasBank Corp. (the "Company") is a bank holding company
incorporated under the laws of the State of Maryland. The business of the
Company is conducted through its wholly owned subsidiary, AmericasBank (the
"Bank"), whose deposits are insured by the Federal Deposit Insurance Corporation
("FDIC"). The Bank is a community-oriented financial institution engaged in a
general commercial banking business with particular emphasis on the needs of
individuals and small to mid-sized businesses. The Bank's main office is in
Towson, Maryland, and it has a branch office in Baltimore City, Maryland. As of
December 31, 1999, the Company had total assets of $15,101,000.
As of December 31, 1999, the Bank had 12 full time employees. The
Company does not have any employees.
The Company's executive offices are located at 500 York Road, Towson,
Maryland 21286, and its telephone number is (410) 823-0500.
HISTORY
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. 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 as a federal stock savings bank on December 1, 1997
with one office in Baltimore City, 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").
On September 15, 1999, the Commissioner of Financial Regulation of the
State of Maryland (the "Commissioner") approved, effective as of 9:00 a.m.
September 20, 1999, the conversion of the Bank from a federal stock savings bank
to a Maryland chartered trust company exercising the powers of a commercial bank
(the "Conversion"). The Commissioner also approved the Bank's opening of a
Towson office, with that office becoming the Bank's main office location and the
Baltimore City office becoming a branch office. On September 2, 1999, Board of
Governors of the Federal Reserve System (the "Federal Reserve Board") approved
the Company's application to become a bank holding company and the Bank's
application to become a member bank upon its conversion. Effective as of
September 20, 1999, the Company
1
<PAGE>
became a bank holding company under the Holding Company Act of 1956, as
amended, and the Bank commenced commercial banking operations from its two
offices.
The purpose of the Conversion was to provide the Bank with additional
operating flexibility and to enhance its ability to provide a broader range of
banking products and services to its community. Specifically, the Bank's status
as a federal stock savings bank limited the Bank's ability to originate
non-residential mortgage loans.
STRATEGY
The Bank's objective is to create a customer-driven financial
institution focused on providing value to customers by delivering products and
services matched to the customers' needs.
The banking industry in the Bank's market areas has experienced
substantial consolidation in recent years. Many of the locally owned or managed
financial institutions have either been acquired by large regional bank holding
companies or have been consolidated into branches. This consolidation has been
accompanied by increasing fees for bank services, the dissolution of local
boards of directors, management and personnel changes and, in the perception of
management, a decline in the level of customer service. With recent changes in
banking regulations, this type of consolidation is expected to continue.
Management believes that customers will be drawn to a locally owned and managed
institution that demonstrates an active interest in its customers and their
business and personal financial needs.
Management also believes that an effect of banking industry
consolidations is an increasing local demand for commercial loans offered by a
community-oriented financial institution. Accordingly, beginning in 1999, the
Bank refocused its lending strategy from one aimed toward long-term fixed-rate
residential mortgage loans to a strategy focused on aggressively competing for
quality commercial loans and adjustable rate residential mortgage loans. To a
degree, the prior lending strategy was related to the loans acquired from
Rushmore, which generally were long-term fixed rate residential mortgage loans.
The Bank's conversion from a federal stock savings bank to a Maryland chartered
trust company exercising the powers of a commercial bank was a necessary
precondition to the Bank's ability to pursue this refocused lending strategy as
Maryland chartered trust companies, unlike federal stock savings banks, are not
limited in the number or amount of non-mortgage loans that they are permitted to
make. The refocused lending strategy also will assist the Bank in reducing its
interest rate risk as it originates shorter term and adjustable rate loans.
The Bank intends to pursue a strategy of long term growth by competing
for loans and deposits in its market areas and by opening additional branches,
either through internal growth or through acquisitions of existing financial
institutions or branches thereof. 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
2
<PAGE>
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 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. At
this time the Company and the Bank have no specific plans regarding new branch
offices or acquisitions of existing financial institutions or branches thereof.
LOCATION AND SERVICE AREA
The Bank operates from a main office located at 500 York Road, Towson,
Maryland 21204, and from a branch office located at 3621 East Lombard Street,
Baltimore, Maryland 21224. Towson, Maryland is the county seat of Baltimore
County, Maryland. The Bank draws most of its customer deposits and conducts most
of its lending transactions from the areas surrounding its offices as well as
from within the Baltimore metropolitan area.
The York Road property, which is owned by the Bank, contains
approximately 2,700 square feet of retail banking space on the first floor,
approximately 1,800 square feet of office space on the second floor and
approximately 2,500 square feet of retail office space on the basement level.
Until July 1997, this property was utilized as a branch of Bank of America,
which was then known as NationsBank. The Bank leases the basement level office
space and approximately 700 square feet of the second floor office space.
Operations at the Towson office began on September 20, 2000, contemporaneously
with the consummation of the Conversion.
The East Lombard Street property, which is owned by the Company,
contains approximately 2,000 square feet in a converted two-story rowhome that
has been utilized as a bank since 1927. The Bank has operated from this location
since its organization in December 1997.
BANKING SERVICES
The Bank offers a full range of deposit services that are typically
available in most banks and savings and loan associations, including checking
accounts, several types of savings accounts (including statement savings,
passbook deposit, insured investment and Christmas Club accounts), money market
accounts and certificates of deposit. All deposit accounts are insured by the
FDIC up to the maximum amount allowed by law (generally, $100,000 per depositor
subject to aggregation rules). The Bank solicits these accounts from
individuals, businesses, associations and organizations.
The Bank offers a full range of short- to medium-term commercial and
personal loans. Commercial loans include loans for the acquisition of commercial
real estate and secured and unsecured loans for working capital, business
expansion and the purchase of equipment and machinery. Consumer loans include
secured and unsecured loans for, among other things, automobile financing. The
Bank also originates and holds or sells into the secondary market fixed and
variable rate residential mortgage loans and originates residential real estate
construction loans.
3
<PAGE>
The Bank offers individual retirement accounts, direct deposit of
payroll and social security checks and automatic drafts for various accounts to
its customers. The Bank also offers its customers travelers' checks and, from
its Towson location, safe deposit boxes. The Bank participates 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, which is located at its Towson
location. As of December 31, 1999, approximately 27 automatic teller machines
owned by Network Processing, LLC ("Network"), were branded with the Bank's name
through an agreement between the Bank and Network. Although the Bank receives no
revenues from the branded machines, Bank customers may use the branded machines
for no charge. Subject to regulatory approval, during 2000, the Bank intends to
offer its customers telephone banking, and in the future may offer cash
management services, Internet banking and debit and so-called "smart cards." The
Bank does not provide trust services but it may do so in the future, subject to
regulatory approval.
LENDING ACTIVITIES
General. At December 31, 1999, the net loan portfolio totaled
$8,456,000, representing approximately 56% of the Company's total assets of
$15,101,000. The categories of loans in the loan portfolio are real estate -
first mortgages, real estate - second mortgages and home equity loans,
commercial - real estate secured, commercial - not real estate secured, real
estate construction and consumer.
The Bank's ability to originate loans is dependent upon the relative
customer demand, which is affected by the current and expected future level of
interest rates. Interest rates are affected by the demand for loans and the
supply of money available for lending purposes and the rates offered by
competitors. Among other things, these factors are, in turn, affected by
economic conditions, monetary policies of the federal government, including the
Federal Reserve, and legislative tax policies.
4
<PAGE>
Loan Portfolio Composition. The following table sets for the Bank's
loans by major categories as of December 31, 1999.
<TABLE>
<CAPTION>
---------------------------------------------------------------
DECEMBER 31, 1999 DECEMBER 31, 1998
---------------------------------------------------------------
BALANCE % MIX BALANCE % MIX
---------------------------------------------------------------
<S> <C> <C> <C> <C>
Loan Portfolio Composition:
Real estate - first mortgages $ 4,768,000 54.0% $4,817,000 67.9%
Real estate - second mortgages and
home equity 519,000 5.9% 389,000 5.5%
Commercial - real estate secured 2,639,000 29.9% 912,000 12.9%
Real estate construction 250,000 2.8% 685,000 9.7%
Commercial - not real estate
secured 134,000 1.5% -- -%
Consumer 470,000 5.3% 244,000 3.4%
Unamortized loan premium 43,000 0.6% 46,000 0.6%
------- ------ -------- ----
Total loans receivable 8,823,000 100% 7,093,000 100.0%
Less: Undisbursed portion
of construction loans 228,000 405,000
------------ ----------
Loans receivable $ 8,595,000 $6,688,000
============ ==========
</TABLE>
Secured Residential Real Estate Loans. The Bank offers fixed-rate and
adjustable-rate mortgage loans primarily secured by one-to-four family
residences, with maturities up to 30 years. All one-to-four family loans
originated by the Bank are underwritten in accordance with GNMA, FNMA or FHLMC
standards. The Bank originates loans for both owner occupied and non-owner
occupied (investor) residential properties. Non-owner occupied residential
mortgage loans generally carry a higher degree of credit risk than owner
occupied residential mortgage loans. As indicated above, as part of the Bank's
refocused lending strategy, the Bank intends to compete aggressively for
adjustable rate residential mortgage loans.
The Bank intends to sell fixed-rate conforming residential mortgage
loans in the secondary market. The Bank may retain in its portfolio or sell
(including the sale of participations in) its adjustable rate mortgage loans.
Although the Bank had not done so as of December 31, 1999, the Bank intends from
time to time to purchase or participate in adjustable-rate mortgage loans.
The Bank also offers fixed-rate and adjustable-rate home equity and
second trust loans, primarily secured by one-to-four family, owner-occupied
residences. The Bank employs similar underwriting standards in making home
equity and second trust loans as those utilized in making residential mortgage
loans.
Commercial Loans. In general, the Bank's commercial loans can be
categorized in one of two categories, with the second category having two
sub-categories. The two categories are (i) commercial loans for the purchase of
commercial real estate or multi-family residential real estate (five units or
more) and (ii) commercial business loans. The commercial business loan category
is subdivided into (i) loans secured by real estate and (ii) loans not secured
by real estate.
5
<PAGE>
Commercial real estate and multi-family loans are generally larger and
present a greater degree of risk than residential mortgage loans. Because
payments on loans secured by commercial real estate and multi-family properties
are often dependent on the successful operation or management of the properties,
repayment of such loans may be subject to a greater extent to adverse conditions
in the real estate market or in the economy. In reaching a decision on whether
to make a commercial real estate or multi-family loan, the Bank considers a
number of factors, including market conditions, the net operating income of the
mortgaged premises before debt service and depreciation, the debt service ratio
(the ratio of net operating income to debt service) and the ratio of loan amount
to appraised value.
Unlike residential mortgage loans, which generally are made on the
basis of the borrower's ability to make repayment from his or her employment and
other income, and which are secured by real property whose value tends to be
more easily ascertainable, commercial business loans are of higher risk and
typically are made on the basis of the borrower's ability to make repayment from
the cash flow of the borrower's business. As a result, the availability of funds
for the repayment of commercial business loans may be substantially dependent on
the success of the business itself. Further, the collateral securing the loans
may depreciate over time, may be difficult to appraise and may fluctuate in
value based on the success of the business. In general, the Bank will attempt to
limit this risk by requiring that all of its commercial business loans be
secured by the real property where the business is located or by the personal
residences of the business' owners.
Real Estate Construction. The Bank seeks to originate, on a case by
case basis, loans for the construction of one-to-four family, owner-occupied
residential properties located in its market area. Presently, the Bank does not
intend to originate real estate acquisition, development or construction loans
to builders or developers.
Construction loans generally are considered to involve a higher degree
of credit risk than residential mortgage loans. Risk of loss on a construction
loan is dependent largely upon the accuracy of the initial estimate of the
property's value at completion of construction compared to the estimated cost
(including interest) of construction. If the estimate of value proves to be
inaccurate, the Bank would be confronted with a project, when completed, having
a value which is insufficient to ensure full repayment. The Bank seeks to
minimize these risks through its underwriting standards.
Consumer Loans. The Bank offers a variety of consumer loans, primarily
consisting of fixed rate installment loans secured by automobiles or by deposits
at the Bank.
Consumer loans may entail greater credit risk than do residential
mortgage loans, particularly in the case of consumer loans that are unsecured or
that are secured by rapidly depreciable assets, such as automobiles. In such
cases, any repossessed collateral for a defaulted consumer loan may not provide
an adequate source of repayment of the outstanding loan balance as a result of
the greater likelihood of damage, loss or depreciation. In addition, consumer
loan collections are dependent on the borrower's continuing financial stability,
and therefore are more likely to be affected by adverse personal circumstances.
Furthermore, the application of various
6
<PAGE>
federal and state laws, including bankruptcy and insolvency laws, may
limit the amount which can be recovered on such loans. The Bank seeks to
minimize these risks through its underwriting standards.
Marketing and Procedures for Loan Approvals. The Bank's lending
activity currently is conducted from its offices by the Bank's employees,
officers and directors through customer calls and the personal contacts of these
individuals. The Bank also looks to its current borrowers for opportunities to
develop new business.
The Bank's lending is subject to written underwriting standards and to
loan origination procedures. Decisions on loan applications are made on the
basis of detailed applications and, where applicable, property valuations. The
loan applications are designed primarily to determine the borrower's ability to
repay and the more significant items on the applications are verified through
use of credit reports, financial statements, tax returns and/or confirmations.
The Bank generally requires title insurance on its secured real estate
loans as well as fire and extended coverage casualty insurance in amounts at
least equal to the principal amount of the loan or the value of improvements on
the property, depending on the type of loan. The Bank requires flood insurance
to protect the property securing its interest when the property is located in a
flood plain.
COMPETITION
The Baltimore metropolitan area is a highly competitive market for
financial services and the Bank faces intense competition both in making loans
and in attracting deposits. The Bank faces direct competition from a significant
number of financial institutions operating in the Bank's market area, many with
a statewide or regional presence and in some cases a national presence. In
addition, the Bank competes with other community banks in its market area that
have substantially the same business philosophy and strategy as the Bank.
Furthermore, pursuant to recently enacted legislation, insurance companies,
securities brokers and other non-bank entities or their affiliates may now
provide services which historically have been considered banking in nature. Many
of these institutions have been in business for many years, have established
customer bases, are significantly larger and have greater financial resources
than the Bank, and are able to offer services that the Bank is not able to
offer. In addition, the Bank faces competition for deposits and loans from
non-bank institutions such as brokerage firms, credit unions, insurance
companies, money market mutual funds and private lenders.
SUPERVISION AND REGULATION
In 1999, the Bank converted from a federally chartered stock savings
bank to a Maryland chartered trust company exercising the powers of a Maryland
chartered commercial bank As a result of the conversion, the Bank is now
supervised at the state level by the Commissioner and at the federal level by
the Federal Reserve Board. The Bank still retains its membership in the Federal
Home Loan Bank of Atlanta. The Company is now supervised by the Federal Reserve
Board and the Commissioner.
7
<PAGE>
The following references to the laws and regulations under which the
Bank and Company are regulated are brief summaries thereof, do not purport to be
complete, and are qualified in their entirety by reference to such laws and
regulations. We cannot predict the nature or the extent of the effect on our
business and earnings that new federal or state legislation may have in the
future.
AmericasBank Corp.
-----------------
FEDERAL BANK HOLDING COMPANY REGULATION. The Company is registered as a
bank holding company under the Bank Holding Company Act of 1956, as amended. As
such, the Company is subject to regulation and examination by the Federal
Reserve Board, and is required to file periodic reports and any additional
information that the Federal Reserve Board may require. The Bank Holding Company
Act imposes certain restrictions upon the Company regarding the acquisition of
substantially all of the assets of, or direct or indirect ownership or control
of any bank of which it is not already the majority owner, or, with certain
exceptions, of any company engaged in nonbanking activities.
The status of the Company as a registered bank holding company under the
Bank Holding Company Act does not exempt it from certain federal and state laws
and regulations applicable to corporations generally, including, without
limitation, certain provisions of the federal securities laws.
The Federal Reserve Board must approve, among other things, the
acquisition by a proposed bank holding company of control of more than five
percent (5%) of the voting shares, or substantially all the assets, of any bank,
or the merger or consolidation by a bank holding company with another bank
holding company. Under the Riegle-Neal Interstate Banking and Branching
Efficiency Act of 1994, the restrictions on interstate acquisitions of banks by
bank holding companies were repealed as of September 29, 1995. The effect of the
repeal of these restrictions is that, subject to certain time and deposit base
requirements, the Company may acquire a bank located in Maryland or any other
state, and a bank holding company located outside of Maryland can acquire any
Maryland-based bank holding company or bank.
Unless it chooses to become a financial holding company, as further
described below, a bank holding company generally is prohibited from acquiring
control of any voting shares of any company which is not a bank or bank holding
company and from engaging directly or indirectly in any activity other than
banking, or managing or controlling banks or furnishing services for its
authorized subsidiaries. There are limited exceptions. A bank holding company
may, for example, engage in activities that the Federal Reserve Board has
determined by order or regulation to be so closely related to banking or
managing or controlling banks as to be "properly incident thereto." In making
such a determination, the Federal Reserve Board is required to consider whether
the performance of such activities can reasonably be expected to produce
benefits to the public, such as convenience, increased competition or gains in
efficiency, which outweigh possible adverse effects, such as undue concentration
of resources, decreased or unfair competition, conflicts of interest or unsound
banking practices. The Federal Reserve Board is also empowered to differentiate
between activities commenced de novo and activities commenced by the
acquisition, in whole or in part, of a going concern. Some of the activities
that
8
<PAGE>
the Federal Reserve Board has determined by regulation to be closely related to
banking include servicing loans, performing certain data processing services,
acting as a fiduciary, investment or financial advisor, and making investments
in corporations or projects designed primarily to promote community welfare.
Subsidiary banks of a bank holding company are subject to certain
restrictions imposed by statute on any extensions of credit to the bank holding
company or any of its subsidiaries, or investments in their stock or other
securities, and on taking such stock or securities as collateral for loans to
any borrower. Further, a bank holding company and any subsidiary bank are
prohibited from engaging in certain tie-in arrangements in connection with the
extension of credit. In 1997, the Federal Reserve Board adopted amendments to
its Regulation Y, creating exceptions to the Bank Holding Company Act's
anti-tying prohibitions that give bank subsidiaries of holding companies greater
flexibility in packaging products and services with their affiliates.
In accordance with Federal Reserve Board policy, the Company is expected
to act as a source of financial strength to the Bank and to commit resources to
support the Bank in circumstances in which the Company might not otherwise do
so. The Federal Reserve Board may require a bank holding company to terminate
any activity or relinquish control of a nonbank subsidiary (other than a nonbank
subsidiary of a bank) upon the Federal Reserve's determination that such
activity or control constitutes a serious risk to the financial soundness or
stability of any subsidiary depository institution of the bank holding company.
Further, federal bank regulatory authorities have additional discretion to
require a bank holding company to divest itself of any bank or nonbank
subsidiary if the agency determines that divestiture may aid the depository
institution's financial condition.
On November 12, 1999, President Clinton signed into law the
Gramm-Leach-Bliley Act ("GLBA"). Effective March 11, 2000, pursuant to authority
granted under the GLBA, a bank holding company may elect to become a financial
holding company and thereby engage in a broader range of financial and other
activities than are permissible for traditional bank holding companies. In order
to qualify for the election, all of the depository institution subsidiaries of
the bank holding company must be well capitalized and well managed, as defined
by regulation, and all of its depository institution subsidiaries must have
achieved a rating of satisfactory or better with respect to meeting community
credit needs.
Pursuant to the GLBA, financial holding companies will be permitted to
engage in activities that are "financial in nature" or incidental or
complementary thereto, as determined by the Federal Reserve Board. The GLBA
identifies several activities as "financial in nature," including, among others,
insurance underwriting and agency, investment advisory services, merchant
banking and underwriting, and dealing or making a market in securities. Being
designated a financial holding company will allow insurance companies,
securities brokers and other types of financial companies to affiliate with
and/or acquire depository institutions. The Company does not intend at this time
to become a financial holding company.
The Federal Reserve Board imposes risk-based capital measures on bank
holding companies in order to insure their capital adequacy. As a bank holding
company with less than
9
<PAGE>
$150,000,000 in assets, the Company is currently exempt from most of these
risk-based capital measures. However, the Federal Reserve Board still requires
that the Company remain adequately capitalized and have the ability to retire
any debt within 25 years from the date it is incurred.
STATE BANK HOLDING COMPANY REGULATION. The Company is now a
Maryland-chartered bank holding company and will be subject to various
restrictions on its activities as set forth in Maryland law, in addition to
those restrictions set forth in federal law.
Under Maryland law, an existing bank holding company that desires to
acquire a Maryland state-chartered bank or trust company, a federally-chartered
bank with its main office in Maryland, or a bank holding company that has its
principal place of business in Maryland, must file an application with the
Commissioner. In approving the application, the Commissioner must consider
whether the acquisition may be detrimental to the safety and soundness of the
entity being acquired or whether the acquisition may result in an undue
concentration of resources or a substantial reduction in competition in
Maryland. The Commissioner may not approve an acquisition if, on consummation of
the transaction, the acquiring company, together with all its insured depository
institution affiliates, would control 30% or more of the total amount of
deposits of insured depository institutions in Maryland. The Commissioner has
authority to adopt by regulation a procedure to waive this requirement for good
cause. In a transaction for which the Commissioner's approval is not required
due to an exemption under Maryland law, or for which federal law authorizes the
transaction without application to the Commissioner, the parties to the
acquisition must provide written notice to the Commissioner at least 15 days
before the effective date of the acquisition.
AmericasBank.
-------------
GENERAL. The Bank is a Maryland chartered trust company exercising the
powers of a Maryland chartered commercial bank. The Bank does not exercise trust
powers and its regulatory structure is the same as Maryland chartered commercial
banks. The Bank is a member of the Federal Reserve System (a "state member
bank") and its deposit accounts are insured by the Bank Insurance Fund of the
FDIC. The Bank is subject to regulation, supervision and regular examination by
the Commissioner and the Federal Reserve Board. The laws and regulations
governing the Bank generally have been promulgated to protect depositors and the
deposit insurance funds, and not for the purpose of protecting stockholders.
The Commissioner is required to regularly examine each state chartered
bank. The approval of the Commissioner is required to establish or close
branches, to merge with another bank, to issue stock or to undertake many other
activities. Any Maryland bank that does not operate in accordance with the
regulations, policies and directives of the Commissioner is subject to
sanctions. The Commissioner may under certain circumstances suspend or remove
directors or officers of a bank who have violated the law, conducted a bank's
business in a manner which is unsafe, unsound or contrary to the depositors'
interests, or been negligent in the performance of their duties.
10
<PAGE>
The GLBA authorizes expanded activities for state member banks, but
requires (with the exception of underwriting municipal revenue bonds and other
state and local obligations) that any expanded activities be conducted in a new
entity called a "financial subsidiary" that is a subsidiary of the bank rather
than the bank itself. A financial subsidiary may engage in any activities in
which a financial holding company or a financial holding company's non-bank
subsidiaries may engage, except that a financial subsidiary may not underwrite
most insurance, engage in real estate development or conduct merchant banking
activities. A financial subsidiary may be established through acquisition or DE
NOVO. The Bank does not currently intend to establish a financial subsidiary.
DIVIDENDS. A Maryland commercial bank may only pay dividends on its
capital stock if such payment would not impair the bank's capital stock and
surplus account. No dividends may be paid to stockholders of a bank if such
dividends would deplete the Bank's capital or be deemed to be a safe or unsound
practice.
BRANCHES. With the approval of the Commissioner, bank branches may be
established in any city or town in Maryland. In addition, Maryland-chartered
commercial banks may operate automated teller machines at any of their offices
or, with the Commissioner's approval, anywhere in Maryland. Maryland chartered
commercial banks may also operate ATMs outside of Maryland if permitted to do so
by the law of the jurisdiction in which the ATM is located.
INTERSTATE BRANCHING AND ACQUISITIONS. Under the Riegle-Neal Interstate
Banking and Branching Efficiency Act of 1994, interstate acquisitions of
branches are permitted if the law of the state in which the branch is located
permits such acquisitions. Maryland law allows for Maryland chartered financial
institutions to be acquired by out of state banks, provided the home states of
the acquiring institutions grant Maryland banks reciprocal rights.
CAPITAL ADEQUACY GUIDELINES. The Federal Reserve Board and the FDIC
have adopted risk based capital adequacy guidelines pursuant to which they
assess the adequacy of capital in examining and supervising banks and bank
holding companies and in analyzing bank regulatory applications. Risk-based
capital requirements determine the adequacy of capital based on the risk
inherent in various classes of assets and off-balance sheet items.
State member banks are expected to meet a minimum ratio of
total qualifying capital (the sum of core capital (Tier 1) and supplementary
capital (Tier 2)) to risk weighted assets (a "Total Risk-Based Capital Ratio")
of 8%. At least half of this amount (4%) should be in the form of core capital.
These requirements apply to the Bank and will apply to the Company (as a bank
holding company) once its total assets equal $150,000,000 or more, if it engages
in certain highly leveraged activities or if it has publicly held debt
securities.
Tier 1 capital generally consists of the sum of common stockholders'
equity and perpetual preferred stock (subject in the case of the latter to
limitations on the kind and amount of such stock which may be included as Tier 1
capital), less goodwill and certain other intangibles. Tier 2 capital consists
of the following: hybrid capital instruments, perpetual preferred stock which is
not otherwise eligible to be included as Tier 1 capital, term subordinated debt
and intermediate-term preferred stock, and, subject to limitations, general
allowances for
11
<PAGE>
loan losses. Assets are adjusted under the risk-based guidelines to take into
account different risk characteristics, with the categories ranging
from 0% (requiring no risk-based capital) for assets such as cash, to 100% for
the bulk of assets which are typically held by a bank, including certain
multi-family residential and commercial real estate loans, commercial business
loans and consumer loans. Residential first mortgage loans on one-to-four family
residential real estate and certain seasoned multi-family residential real
estate loans which are not 90 days or more past-due or non-performing and which
have been made in accordance with prudent underwriting standards are assigned a
50% level in the risk-weighing system, as are certain privately-issued
mortgage-backed securities representing indirect ownership of such loans.
Off-balance sheet items also are adjusted to take into account risk
characteristics.
On February 17, 2000, the Federal Reserve Board, in conjunction with
the other banking agencies, issued proposed changes to the risk based capital
measures regarding recourse and direct capital measures. The proposal would
amend the current measures to more closely align how recourse obligations,
direct credit substitutes and securitized transactions are treated. Until
finalized, it cannot be determined what, if any, impact the proposed changes
will have on the Bank's operations.
In addition to the risk-based capital requirements, the Federal Reserve
Board has established a minimum 3.0% Leverage Capital Ratio (Tier 1 Capital to
total average assets) requirement for the most highly-rated banks, with an
additional cushion of at least 100 to 200 basis points for all other banks,
which effectively increases the minimum Leverage Capital Ratio for such other
banks to 4.0% - 5.0% or more. The highest-rated banks are those that are not
anticipating or experiencing significant growth and have well diversified risk,
including no undue interest rate risk exposure, excellent asset quality, high
liquidity, good earnings and, in general, those which are considered a strong
banking organization. A bank having less than the minimum Leverage Capital Ratio
requirement shall, within 60 days of the date as of which it fails to comply
with such requirement, submit a reasonable plan describing the means and timing
by which the bank shall achieve its minimum Leverage Capital Ratio requirement.
A bank which fails to file such a plan is deemed to be operating in an unsafe
and unsound manner, and could be subject to a cease-and-desist order.
Any insured depository institution with a Leverage Capital Ratio that
is less than 2.0% is deemed to be operating in an unsafe or unsound condition
pursuant to Section 8(a) of the Federal Deposit Insurance Act (the "FDIA") and
is subject to potential termination of deposit insurance. However, such an
institution will not be subject to an enforcement proceeding solely on account
of its capital ratios if it has entered into and is in compliance with a written
agreement to increase its Leverage Capital Ratio and to take such other action
as may be necessary for the institution to be operated in a safe and sound
manner. The capital regulations also provide, among other things, for the
issuance of a capital directive, which is a final order issued to a bank that
fails to maintain minimum capital or to restore its capital to the minimum
capital requirement within a specified time period. Such a directive is
enforceable in the same manner as a final cease-and-desist order.
PROMPT CORRECTIVE ACTION. Under Section 38 of the FDIA, each federal
banking agency is required to implement a system of prompt corrective action for
the institutions which it
12
<PAGE>
regulates. Under applicable regulations, a bank will be deemed to be:
(i) "well capitalized" if it has a Total Risk Based Capital Ratio of 10% or
more, a Tier 1 Risk-Based Capital Ratio of 6% or more, a Leverage Capital Ratio
of 5% or more and is not subject to any written capital order or directive; (ii)
"adequately capitalized" if it has a Total Risk Based Capital Ratio of 8% or
more, a Tier 1 Risk Based Capital Ratio of 4% or more and a Leverage Capital
Ratio of 4% or more (3% under certain circumstances); (iii) "undercapitalized"
if it has a Total Risk Based Capital Ratio that is less than 8%, a Tier 1
Risk-Based Capital Ratio that is less than 4% or a Leverage Capital Ratio that
is less than 4% (3.0% under certain circumstances); (iv) "significantly
undercapitalized" if it has a Total Risk Based Capital Ratio that is less than
6%, a Tier 1 Risk Based Capital Ratio that is less than 3% or a Leverage Capital
Ratio that is less than 3%; and (v) "critically undercapitalized" if it has a
ratio of tangible equity to total assets that is equal to or less than 2%.
Currently, the Bank is "well capitalized" as determined by the applicable
regulations.
An institution generally must file a written capital restoration plan
which meets specified requirements with an appropriate federal banking agency
within 45 days of the date the institution receives notice or is deemed to have
notice that it is undercapitalized, significantly undercapitalized or critically
undercapitalized. The federal banking agency must provide the institution with
written notice of approval or disapproval within 60 days after receiving the
capital restoration plan, subject to extensions by the applicable agency.
An institution which is required to submit a capital restoration plan
must concurrently submit a performance guaranty by each company that controls
the institution. Such guaranty is limited to the lesser of (i) an amount equal
to 5% of the institution's total assets at the time the institution was notified
or deemed to have notice that it was undercapitalized or (ii) the amount
necessary at such time to restore the relevant capital measures of the
institution to the levels required for the institution to be classified as
adequately capitalized. Such a guaranty expires after the federal banking agency
notifies the institution that it has remained adequately capitalized for each of
four consecutive calendar quarters. An institution which fails to submit a
written capital restoration plan within the requisite period, including any
required performance guaranty, or fails in any material respect to implement a
capital restoration plan, is subject to the restrictions contained in Section 38
of the FDIA which are applicable to significantly undercapitalized institutions.
A "critically undercapitalized institution" will be placed in
conservatorship or receivership within 90 days unless the FDIC formally
determines that forbearance from such action would better protect the deposit
insurance fund. Unless the FDIC or another appropriate federal banking
regulatory agency makes specific further findings and certifies that the
institution is viable and is not expected to fail, an institution that remains
critically undercapitalized on average during the fourth calendar quarters after
the date it becomes critically undercapitalized must be placed in receivership.
The general rule is that the FDIC will be appointed as receiver within 90 days
after a bank becomes critically undercapitalized unless extremely good cause is
shown and an extension is agreed to by the federal regulators. In general, good
cause is defined as capital which has been raised and is imminently available
for infusion into the Bank except for certain technical requirements which may
delay the infusion for a period of time beyond the 90 day time period.
13
<PAGE>
Immediately upon becoming undercapitalized, an institution becomes
subject to the provisions of Section 38 of the FDIA, which (i) restrict payment
of capital distributions and management fees; (ii) require that the appropriate
federal banking agency monitor the condition of the institution and its efforts
to restore its capital; (iii) require submission of a capital restoration plan;
(iv) restrict the growth of the institution's assets; and (v) require prior
approval of certain expansion proposals. The appropriate federal banking agency
for an undercapitalized institution also may take any number of discretionary
supervisory actions if the agency determines that any of these actions is
necessary to resolve the problems of the institution at the least possible
long-term cost to the deposit insurance fund, subject in certain cases to
specified procedures. These discretionary supervisory actions include requiring
the institution to raise additional capital; restricting transactions with
affiliates; requiring divestiture of the institution or the sale of the
institution to a willing purchaser; and any other supervisory action that the
agency deems appropriate. These and additional mandatory and permissive
supervisory actions may be taken with respect to significantly undercapitalized
and critically undercapitalized institutions.
Additionally, under Section 11(c)(5) of the FDIA, a conservator or
receiver may be appointed for an institution where: (i) the institution's
obligations exceed its assets; (ii) there is substantial dissipation of the
institution's assets or earnings as a result of any violation of law or any
unsafe or unsound practice; (iii) the institution is in an unsafe or unsound
condition; (iv) there is a willful violation of a cease-and-desist order; (v)
the institution is unable to pay its obligations in the ordinary course of
business; (vi) losses or threatened losses deplete all or substantially all of
an institution's capital, and there is no reasonable prospect of becoming
"adequately capitalized" without assistance; (vii) there is any violation of law
or unsafe or unsound practice or condition that is likely to cause insolvency or
substantial dissipation of assets or earnings, weaken the institution's
condition, or otherwise seriously prejudice the interests of depositors or the
insurance fund; (viii) an institution ceases to be insured; or (ix) the
institution is undercapitalized and has no reasonable prospect that it will
become adequately capitalized, fails to become adequately capitalized when
required to do so, or fails to submit or materially implement a capital
restoration plan.
REGULATORY ENFORCEMENT AUTHORITY. Federal banking law grants substantial
enforcement powers to federal banking regulators. This enforcement authority
includes, among other things, the ability to assess civil money penalties, to
issue cease-and-desist or removal orders and to initiate injunctive actions
against banking organizations and institution-affiliated parties. In general,
these enforcement actions may be initiated for violations of laws and
regulations and unsafe or unsound practices. Other actions or inactions may
provide the basis for enforcement action, including misleading or untimely
reports filed with regulatory authorities.
OTHER POWERS. Maryland has enacted a parity act or so called "wild card"
statute, the purpose of which is to place Maryland commercial banks on parity
with national banks. Thus, any activity which may be engaged in by a national
bank would also be available to a Maryland commercial bank. Some of these
activities may require the prior approval of the Commissioner.
COMMUNITY REINVESTMENT ACT. The Community Reinvestment Act ("CRA")
requires that, in connection with examinations of financial institutions within
their respective jurisdictions, the
14
<PAGE>
Federal Reserve Board, the FDIC, the OCC or the Office of Thrift Supervision
shall evaluate the record of the financial institutions in meeting the
credit needs of their local communities, including low and moderate income
neighborhoods, consistent with the safe and sound operation of those
institutions. The CRA does not establish specific lending requirements or
programs for financial institutions nor does it limit an institution's
discretion to develop the types of products and services that it believes are
best suited to its particular community, consistent with the CRA. An
institution's CRA activities are considered in, among other things, evaluating
mergers, acquisitions and applications to open a branch or facility, as well as
determining whether the institution will be permitted to exercise certain of the
powers allowed by the GLBA. The CRA also requires all institutions to make
public disclosure of their CRA ratings.
ITEM 2. DESCRIPTION OF PROPERTY.
The Company and the Bank's principal offices are located at 500 York
Road, Towson, Maryland 21204, and its telephone number is (410) 823-0500. The
500 York Road property, which is owned by the Bank, contains approximately 2,700
square feet of retail banking space on the first floor, approximately 1,800
square feet of office space on the second floor and approximately 2,500 square
feet of retail office space on the basement level. Until July 1997, the property
had been utilized as a branch of Bank of America, which was then known as
NationsBank. The Bank leases the basement level office space and approximately
700 square feet of the second floor office space for an annual aggregate rent of
$31,000. AmericasBank Holding Company, a wholly owned subsidiary of the Company,
purchased this property from NationsBank in December 1997 for $625,000. As part
of the Conversion, AmericasBank Holding Company transferred the property to the
Bank. This property and capital improvements had a book value of $612,000 as of
December 31, 1999.
The Bank operates one branch office located at 3621 East Lombard
Street, Baltimore, Maryland 21224. This property, which is owned by the Company,
contains approximately 2,000 square feet in a converted two-story rowhome that
has been utilized as a bank since 1927. The Company purchased this property from
Rushmore in December 1997 for $46,000 and the property had a book value of
$40,000 as of December 31, 1999.
.
ITEM 3. LEGAL PROCEEDINGS.
There are no pending legal proceedings to which the Company or the Bank
is a party or to which any of their properties are subject, nor are there
proceedings known to the Company or the Bank to be contemplated by any
governmental authority. There are no material proceedings known to the Company
or the Bank, pending or contemplated, in which any director, officer or
affiliate or any principal security holder of the Company or the Bank is a party
adverse to the Company or the Bank or has a material interest adverse to the
Company or the Bank.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matter was submitted during the fourth quarter of the fiscal year
ended December 31, 1999 to a vote of security holders of the Company.
15
<PAGE>
PART II
ITEM 5. MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS.
(a) 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." There can be no assurance that an active public trading
market will develop in the future.
The following table shows, for the periods indicated, the high and low
bid quotations per share of transactions in the Company's Common Stock as
reported on the OTC Bulletin Board. The following prices represent inter-dealer
prices without retail markups, markdowns or commissions and may not represent
actual transactions.
1998 Quarter Ended: High Low
March 31, 1998 -- --
June 30, 1998 -- --
September 30, 1998 $9.00 $9.00
December 31, 1998 $7.00 $7.00
1999 Quarter Ended: High Low
March 31, 1999 $7.00 $7.00
June 30, 1999 $7.00 $7.00
September 30, 1999 -- --
December 31, 1999 $8.00 $5.00
(b) The Company's Common Stock was held by approximately 276
holders of record as of March 20, 2000.
(c) The Company has never declared cash dividends on its Common Stock.
The Company initially expects to follow a policy of retaining any earnings to
provide funds to operate and expand the Company. Consequently, there are no
plans for any cash dividends to be paid on the Common Stock in the near future.
The Company's ability to pay any cash dividends to its shareholders in the
future will depend primarily on the Bank's ability to pay cash dividends to the
Company. The payment of dividends by the Bank may be made only if the Bank is in
compliance with certain applicable regulatory requirements governing the payment
of dividends.
16
<PAGE>
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
GENERAL
The principal objective of this financial review is to provide a
discussion and an overview of the financial condition and results of operations
of the Company and the Bank for the years ended December 31, 1999 and 1998. This
discussion should be read in conjunction with the accompanying financial
statements and related notes as well as other statistical information included
elsewhere in this annual report. References to the Company in this discussion
may include the Company and the Bank's consolidated operations.
The Company was incorporated as a Maryland corporation on June 4, 1996,
to become a one-bank holding company by acquiring all of the capital stock of
the Bank, a federal stock savings bank, upon its formation. The Bank commenced
business on December 1, 1997 and, on that date, acquired certain assets and
assumed certain liabilities primarily related to the Baltimore, Maryland branch
office of Rushmore Trust & Savings, FSB ("Rushmore"). The Company's only
business activity since the Bank's formation has been the ownership and
operation of the Bank.
On September 20, 1999, the Bank converted from a federal stock savings
bank to a Maryland chartered trust company exercising the powers of a commercial
bank. As part of and contemporaneous with the conversion, the Bank opened an
office in Towson, Maryland, which became the Bank's main office location, and
the Bank's then sole location, in Baltimore City, Maryland, became a branch of
the Bank. The Bank is a member of the Board of Governors of the Federal Reserve
and its deposits are insured by the FDIC. The Bank is engaged in a general
commercial banking business, emphasizing in its marketing the Bank's local
management and ownership. The Bank does not provide trust services.
To acquire the regulatory capital necessary to convert to a Maryland
chartered trust company and to obtain the regulatory approval necessary to open
a Towson office, the Company commenced a second 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, each unit consisting of one share of the
Company's Common Stock and one Common Stock purchase warrant. The Offering
terminated on March 31, 1999 and the Company sold 196,000 units in the Offering.
After the payment of Offering expenses, the Company received approximately
$2,113,000 of net offering proceeds.
The Bank offers a full range of deposit services that are typically
available in most banks and savings and loan associations, including checking
accounts, several types of savings accounts, money market accounts and
certificates of deposits. The Bank offers a full range of short- to medium-term
commercial and personal loans and originates and holds or sells into the
secondary market fixed and variable rate mortgage loans. The Bank also
originates residential real estate construction loans. Beginning in 1999, the
Bank refocused its lending strategy from one aimed toward long-term fixed-rate
residential mortgage loans to a strategy focused on
17
<PAGE>
aggressively competing for quality commercial loans and adjustable rate
residential mortgage loans.
Other bank services include individual retirement accounts, safe
deposit boxes (from its Towson location), travelers' checks, direct deposit of
payroll and social security checks, and automatic drafts for various accounts.
The Bank also participates in the HONOR Automatic Teller Machine Network at
locations throughout the United States.
OVERVIEW
The Company experienced a loss of approximately $598,000 for the year
ended December 31, 1999, which was an increase from the $432,000 loss incurred
for the year ended December 31, 1998. During 1999, total assets grew
approximately 25%, from $12,077,000 to $15,101,000, total loans grew
approximately 28% from $6,688,000 to $8,595,000 and total deposits grew
approximately 17% from $9,262,000 to $10,824,000.
For the year ended December 31, 1999, the Company's return on assets
(net loss divided by average total assets) was (4.16%), its return on equity
(net loss divided by average equity) was (15.27%), and its equity to assets
ratio (average equity divided by average total assets) was 27.27%. For the year
ended December 31, 1998, the Company's return on assets was (3.76%), its return
on equity was (16.05%), and its equity to assets ratio was 23.43%.
Management attributes the loss in 1999 to expenses associated with the
conversion of the Bank from a federal stock savings bank to a Maryland chartered
trust company exercising the powers of a commercial bank and the opening of the
Towson office, expenses resulting from delays in obtaining regulatory approvals
to consummate the conversion and to open the Towson office, and the inability to
invest the Offering proceeds and the cash generated from new deposits into
assets yielding sufficiently high rates of return. To a degree, the inability to
invest the Offering proceeds into sufficiently high yielding assets was the
result of limitations on the types of loans that the Bank was permitted to make
as a result of the Bank's savings bank charter. Delays in obtaining regulatory
approvals to consummate the conversion and to open the Towson office were
primarily the result of the time it took to raise sufficient capital in the
Offering and regulatory delays that generally were outside the control of
management.
During 1999, management incurred approximately $152,000 in expenses
related to the conversion and the opening of the Towson office, including legal
and regulatory expenses, promotional and marketing expenses and pre-opening
employee expenses. During 1999, the Bank hired three new management employees,
including a senior credit officer and chief financial officer, to support the
Bank's larger operations from two offices, at a total expense in 1999 of
approximately $99,000. However, because the Towson office did not open until
September 1999, the Company was not able to offset the costs of these management
employees, or the costs of the conversion and the opening of the Towson office,
with revenues from the Towson office.
18
<PAGE>
Management believes that as a result of the conversion, the opening of
the Towson office and the refocused lending strategy, it will be able to operate
profitably in the near term, although there can be no assurance that this will
be the case.
NET INTEREST INCOME / MARGINS
Net interest income, the amount by which interest income on
interest-earning assets exceeds interest expense on interest-bearing
liabilities, is the most significant component of the Company's earnings. Net
interest income is a function of several factors, including changes in the
volume and mix of interest-earning assets and funding sources and market
interest rates. While management policies influence these factors, external
forces, including customer needs and demands, competition, the economic policies
of the federal government and the monetary policies of the Federal Reserve
Board, are also important.
The following table sets forth, for the periods indicated, information
regarding the average balances of interest-earning assets and interest-bearing
liabilities, the amount of interest income and interest expense and the
resulting yields on average interest-earning assets and rates paid on average
interest-bearing liabilities. Average balances are also provided for
noninterest-earning assets and noninterest-bearing liabilities.
19
<PAGE>
Average Balances - Yields and Rates(1)
<TABLE>
<CAPTION>
Year Ended Year Ended
December 31, 1999 December 31, 1998
---------------------------------------- --------------------------------------------
Average Income/ Yield/ Average Income/ Yield/
Assets: Balance Expense Rate Balance Expense Rate
------- ------- ---- ------- ------- ----
<S> <C> <C> <C> <C> <C> <C>
Loans receivable (net of unearned income)
(2) $ 7,484,000 $ 657,000 8.78% $ 6,573,000 $ 597,000 9.08%
Mortgage backed securities 1,328,000 84,000 6.33% 72,000 5,000 6.94%
Federal funds sold 3,265,000 164,000 5.02% 2,899,000 159,000 5.48%
Money market accounts 813,000 45,000 5.54% 548,000 26,000 4.74%
Other earning assets 126,000 8,000 6.35% 54,000 4,000 7.41%
----------- --------- ----- ---------- ---------- -----
Total earning assets(4) 13,016,000 958,000 7.36% 10,146,000 791,000 7.79%
Allowance for loan losses (110,000) (69,000)
Cash and due from banks 443,000 185,000
Property and equipment, net 783,000 744,000
Other assets 231,000 478,000
----------------- ----------------
Total assets $ 14,363,000 $ 11,484,000
================= ================
Liabilities and stockholders' equity:
Savings $ 6,947,000 $ 305,000 4.39% $ 6,522,000 $ 292,000 4.48%
Money market 80,000 2,000 2.50% 62,000 1,000 1.61%
Certificates of deposit 2,267,000 122,000 5.38% 1,486,000 79,000 5.32%
Other Borrowings 17,000 2,000 11.76% - - N/A
----------- --------- ----- ---------- ---------- -----
Total interest-bearing liabilities 9,311,000 431,000 4.63% 8,070,000 372,000 4.61%
Demand deposits 713,000 479,000 -
Other liabilities 422,000 244,000
Stockholders' equity 3,917,000 2,691,000
----------------- ----------------
Total liabilities and stockholders' equity $ 14,363,000 $ 11,484,000
================= ================
Interest rate spread (Average rate
earned less average rate paid) 2.73% 3.18%
Net interest income (Interest earned less interest paid) $527,000 $ 419,000
=========== =========
Net interest margin (Net interest
income/average interest earning
assets) 4.05% 4.12%
</TABLE>
(1) For the year ended December 31, 1999, average balances were calculated
using daily averages. For the year ended December 31, 1998, average
balances were calculated using month end averages, as daily averages were
not available.
(2) Loans on non-accrual status are included in the calculation of average
balances.
(3) From inception through December 31, 1999, the Bank made no loans or
investments that qualify for tax-exempt treatment and, accordingly, had
no tax-exempt income.
20
<PAGE>
Net interest income increased to $527,000 for the year ending December
31, 1999, as compared to $419,000 for 1998. This increase was primarily the
result of growth in average interest-earning assets during 1999 of $2,870,000 or
28.2%. The primary source of this growth was approximately $2,113,000 of net
proceeds from the Offering.
The Company's net interest margin, which is the Company's net interest
income divided by average interest earning assets, decreased in 1999 as compared
to 1998 from 4.12% to 4.05%. The margin decreased because of some attrition of
the higher yielding loans within the fixed rate mortgage portfolio as a result
of downward pressure on mortgage interest rates during the first half of 1999,
and the inability to invest the Offering proceeds and the cash generated from
new deposits into assets yielding sufficiently high rates of return. Management
believes that its refocused lending strategy on commercial loans and adjustable
rate mortgage loans will reduce the Bank's dependence on its fixed rate mortgage
loan portfolio as a source of interest income.
Generally, commercial loans have adjustable interest rates.
The following table and the related discussion of interest income and
interest expense provides further analysis of the increase in net interest
income during 1999.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1999 COMPARED TO YEAR ENDED
DECEMBER 31, 1998
---------------------------------------------------------
DUE TO VARIANCE CHANGE IN
---------------------------------
NET INCREASE AVERAGE
(DECREASE) VOLUME AVERAGE RATE
---------------------------------------------------------
<S> <C> <C> <C>
INTEREST EARNING ASSETS:
Loans $ 60,000 $ 80,000 $(20,000)
Investment securities and
Securities available for sale 102,000 92,000 10,000
Federal funds sold 5,000 20,000 (15,000)
------------------- ------------- ----------------
Total 167,000 192,000 (25,000)
INTEREST BEARING LIABILITIES:
Deposits 57,000 56,000 1,000
Other borrowings 2,000 2,000 -
------------------- ------------- ----------------
Total 59,000 58,000 1,000
=================== ============= ================
NET INTEREST INCOME (1) $108,000 $134,000 $(26,000)
=================== ============= ================
</TABLE>
21
<PAGE>
(1) The change in interest income and expense due to both rate and volume
has been allocated to rate and volume changes in proportion to the
absolute dollar amounts of the change in each.
INTEREST INCOME / INTEREST EXPENSE
- ----------------------------------
Interest income increased to $958,000 for the year ended December 31,
1999 from $791,000 for the year ended December 31, 1998, primarily as the result
of increases in the average volume of loans and investments. The increase in
average volume was the result of the Company's receipt of approximately
$2,113,000 from Offering, as well as growth in the Company's average deposits
from $8,549,000 in 1998 to $10,007,000 in 1999.
Interest income on loans receivable increased to $657,000 for the year
ended December 31, 1999 as compared to $597,000 for the year ended December 31,
1998, and average loans receivable, net of unearned income, increased to
$7,484,000 for 1999 as compared to $6,573,000 for 1998. These increases were
primarily the result of growth in the Company's commercial loan portfolio, which
increased from $912,000 as of December 31, 1998 to $2,773,000 as of December 31,
1999. The positive contribution to interest income from the commercial loans was
mitigated by the refinancing of some the Bank's higher yielding fixed rate
mortgage loans. The net effect was a decline in the yield on loans receivable
from 9.08% in 1998 to 8.78% in 1999.
Interest income on investments increased to $301,000 for the year ended
December 31, 1999 as compared to $194,000 for the year ended December 31, 1998.
This increase was primarily the result of an increase in average mortgage backed
securities, which increased from $72,000 in 1998 to $1,328,000 in 1999, with a
resulting increase in interest income on mortgage backed securities from $5,000
for the year ended December 31, 1998 to $84,000 for the year ended December 31,
1999. Average federal funds sold and money market accounts also increased during
1999 to $4,078,000 as compared to $3,447,000 for 1998, and interest from these
two investments increased to $209,000 for the year ended December 31, 1999 as
compared to $185,000 for the year ended December 31, 1998. However,
notwithstanding these volume increases, downward pressure on interest rates
during 1999 drove down the yield on many of the Company's investments. The
counterbalance of increasing the volume of investments in higher yielding
assets, albeit at declining yields, served to hold the net yield on investments
relatively stable at 5.44% in 1999 from 5.42% in 1998.
Interest expense increased to $431,000 for the year ended December 31,
1999 from $372,000 for the year ended December 31, 1998, primarily as the result
of increases in the average volume of deposits. The volume increase accounted
for substantially all of the increase in interest expense as the cost of these
funds generally held stable at 4.63% for 1999 as compared to 4.61% for 1998.
COMPOSITION OF LOAN PORTFOLIO
Because loans are expected to produce higher yields than investment
securities and other interest-earning assets, the absolute volume of loans and
the volume as a percentage of total earning assets is an important determinant
of net interest margin. During 1999, average total
22
<PAGE>
loans were $7,484,000 and constituted 57.5% of average earning assets and 52.1%
of total average assets for the same period. During the year ended December 31,
1998, average loans were $6,573,000 and constituted 64.8% of average earning
assets and 57.2% of average total assets. Thus, average total loans increased
in 1999 by $911,000 or 13.9% over 1998, but average total loans as a
percentage of average earning assets and as a percentage of total average
assets decreased in 1999 as compared to 1998. This decrease was the result of
the inability to invest the Offering proceeds and the cash generated from new
deposits into new loans. Management believes that, as a result of the Bank's
conversion to a Maryland chartered trust company exercising the powers of a
commercial bank and the removal of certain restrictions on the types of loans
that the Bank is permitted to make, this negative trend will reverse itself in
2000 or 2001. For a discussion of factors which may preclude the Bank from being
able to reverse this negative trend, see the discussion below under the heading
"Forward Looking Statements."
The following table sets forth the composition of the Bank's loan
portfolio as of the dates indicated.
<TABLE>
<CAPTION>
DECEMBER 31, 1999 DECEMBER 31, 1998
BALANCE % MIX BALANCE % MIX
------- ----- ------- ------
<S> <C> <C> <C> <C>
Loan Portfolio Composition:
Real estate - first mortgages $ 4,768,000 54.0% $ 4,817,000 67.9%
Real estate construction 250,000 2.8% 685,000 9.7%
Commercial - real estate secured 2,639,000 29.9% 912,000 12.9%
Real estate - second mortgages and
home equity 519,000 5.9% 389,000 5.5%
Commercial - not real estate
secured 134,000 1.5% - 0.0%
Consumer 470,000 5.3% 244,000 3.4%
Unamortized loan premium 43,000 0.6% 46,000 0.6%
----------- ------- -------- ------
Total Loans Receivable 8,823,000 100.0% 7,093,000 100.0%
Allowance for Loan Losses (139,000) (85,000)
Undisbursed portion of
construction loans (228,000) (405,000)
------------------ -------------------
Net Loans Receivable $ 8,456,000 $6,603,000
================== ===================
</TABLE>
The following table sets forth the maturity distribution, classified
according to sensitivity to changes in interest rate, for the Bank's loan
portfolio at December 31, 1999. Some of the loans may be renewed or repaid prior
to maturity. Therefore, the following table should not be used as a forecast of
future cash collections.
23
<PAGE>
<TABLE>
<CAPTION>
As of December 31, 1999
Up to one year One to five years Over five years Total
-------------- ----------------- --------------- -----
<S> <C> <C> <C> <C>
Loans (a)
Real estate - first mortgages $ 399,000 $ 536,000 $ 3,764,000 $ 4,699,000
Real estate - second mortgages
and home equity 514,000 5,000 -- 519,000
Commercial - real estate secured 1,794,000 718,000 127,000 2,639,000
Consumer 32,000 251,000 187,000 470,000
Real estate construction, net 22,000 -- -- 22,000
Commercial - not real estate
secured 134,000 -- -- 134,000
--------- --------- -------- ---------
Total $2,895,000 $ 1,510,000 $ 4,078,000 $ 8,483,000
========= =========== =========== ============
Fixed interest rate $1,688,000 $ 1,510,000 $ 4,078,000 $ 7,276,000
Variable interest rate 1,207,000 - - 1,207,000
---------- ---------- --------- -----------
Total $ 2,895,000 $ 1,510,000 $ 4,078,000 $ 8,483,000
============ =========== =========== =============
</TABLE>
(a) Excludes non-accrual loans ($69,000) and unamortized loan premium ($43,000).
The scheduled repayments as shown above are reported in the maturity category in
which the payment is due, except for the adjustable rate loans, which are
reported in the period of repricing.
The Bank's loan portfolio composition as of December 31, 1999 reflects
a concentration in long-term fixed rate mortgage loans. Only $1,207,000 or
approximately 14% of the Bank's loans have adjustable rates. Interest rates on
variable rate loans adjust to the current interest rate environment, whereas
fixed rates do not allow this flexibility. If interest rates were to increase in
the future, the interest earned on the variable rate loans would improve, and if
rates were to fall, the interest earned would decline. See "- Liquidity and
Interest Rate Sensitivity."
ALLOWANCE FOR LOAN LOSS
The allowance for loan losses represents a reserve for potential losses
in the loan portfolio. The adequacy of the allowance for loan losses is
evaluated periodically based on a review of all significant loans, with a
particular emphasis on non-accruing, past-due, and other loans that management
believes require attention. The determination of the reserve level rests upon
management's judgment about factors affecting loan quality and assumptions about
the economy. Management considers the year-end allowance appropriate and
adequate to cover possible losses in the loan portfolio; however, management's
judgment is based upon a number of assumptions about future events, which are
believed to be reasonable, but which may or may not prove valid. Thus, there can
be no assurance that charge-offs in future periods will not
24
<PAGE>
exceed the allowance for loan loss or that additional increases in the
loan loss allowance will not be required.
The Bank uses a loan grading system where all loans are graded based on
management's evaluation of the risk associated with each loan. Based on the loan
grading, a factor is applied to the loan balance to reserve for potential
losses. The overall evaluation of the adequacy of the total allowance for loan
losses is based on an analysis of historical loss ratios, loan charge-offs,
delinquency trends, and previous collection experience, along with an assessment
of the effects of external economic conditions.
At December 31, 1999, the allowance for loan losses was 1.61% of total
loans, which is considered by management to be sufficient to address the credit
risk in the current loan portfolio.
The following table sets forth an analysis of the Bank's allowance for
loan losses for the periods indicated.
<TABLE>
<CAPTION>
Year Ended Year Ended
December 31, 1999 December 31, 1998
----------------- -----------------
<S> <C> <C>
Allowance for loan losses, beginning of period $ 85,000 $ 52,000
Loans charged off --- ---
Recoveries --- ---
Net loans charged off --- ---
Provision for loan losses 54,000 33,000
-------- -------------
Allowance for loan losses, end of period $ 139,000 $ 85,000
============ =============
Loans (net of premiums and discounts):
Period-end balance $8,595,000 $6,688,000
Average balance during period $7,484,000 $6,573,000
Allowance as percentage of period-end loan balance 1.61% 1.27%
Percent of average loans:
Provision for loan losses 0.72% 0.50%
Net charge-offs --- ---
</TABLE>
The following table summarizes the allocation of allowance by loan type
at the dates indicated. The allocation of the allowance to each category is not
necessarily indicative of future losses and does not restrict the use of the
allowance to absorb losses in any category.
25
<PAGE>
<TABLE>
<CAPTION>
As of December 31, 1999 As of December 31, 1998
----------------------- -----------------------
Percent of Percent of
Amount Total Amount Total
------ ---------- ------ ---------
<S> <C> <C> <C> <C>
Commercial - real estate secured $36,000 25.90% $ 12,000 14.12%
Real estate - first mortgages 81,000 58.27 63,000 74.12
Real estate - second mortgages and home 9,000 6.47 4,000 4.72
equity
Consumer 10,000 7.19 3,000 3.52
Real estate construction 1,000 0.72 3,000 3.52
Commercial - not real estate secured 2,000 1.45 -- --
--------- ----------- -------- ----------
Total $139,000 100.00% $ 85,000 100.00%
======== =========== ======== ==========
</TABLE>
NONPERFORMING LOANS AND OTHER DELINQUENT ASSETS
Management performs reviews of all delinquent loans. Management
generally classifies loans as non-accrual when collection of full principal and
interest under the original terms of the loan is not expected or payment of
principal or interest has become 90 days past due. Classifying a loan as
non-accrual results in the Bank no longer accruing interest on such loan and
reversing any interest previously accrued but not collected. A non-accrual loan
may be restored to accrual status when delinquent principal and interest
payments are brought current and future monthly principal and interest payments
are expected to be collected. The Bank recognizes interest on non-accrual loans
only when received.
Any property acquired by the Bank as a result of foreclosure on a
mortgage loan will be classified as "real estate owned" and will be recorded at
the lower of the unpaid principal balance or fair value at the date of
acquisition and subsequently carried at the lower of cost or net realizable
value. Any required write-down of the loan to its net realizable value will be
charged against the allowance for loan losses. Upon foreclosure, the Bank
generally will require an appraisal of the property and, thereafter, appraisals
of the property on at least an annual basis and external inspections on at least
a quarterly basis. As of December 31, 1999, the Bank held no real estate
acquired as a result of foreclosure.
The following table sets forth information with respect to the Bank's
non-performing assets as of the dates indicated. As of the dates indicated, the
Bank had no loans which are "troubled debt restructurings" as defined in
Statement of Financial Accounting Standards No. 15.
26
<PAGE>
<TABLE>
<CAPTION>
December 31, December 31,
1999 1998
------ ------
<S> <C> <C>
Loans accounted for on a non-accrual basis $69,000 $93,000
Accruing loans delinquent 90 days or more as to principal
or interest --- ---
Real estate owned --- ---
------- -------
Total non-performing loans $69,000 $93,000
======= =======
Non-performing loans to total loans 0.80% 1.39%
</TABLE>
As of December 31, 1999, the Company's non-accruing loans consisted of
four real estate loans secured by first mortgages on residential properties. As
of February 29, 2000, collection efforts resulted in payment in full of all
delinquent amounts on all four loans, including collection costs.
For the year ended December 31, 1999 and the year ended December 31,
1998, gross interest income of $5,000 and $4,000, respectively, would have been
recorded by the Bank on loans accounted for on a non-accrual basis if the loans
had been current throughout the respective periods. There was no interest on
such loans included in income during the respective periods.
A loan is determined to be impaired when, based on current information
and events, it is probable that the Company will be unable to collect all
amounts due according to the contractual terms of the loan agreement. A loan is
not considered impaired during a period of minimum delay in payment if the
Company expects to collect all amounts due, including interest past due. The
Bank considers payments which are less than 90 days late to be a minimum delay
in the payment terms.
The Bank has adopted the provisions of Statements of Financial
Accounting Standards No. 114 ("SFAS 114"), "Accounting by Creditors for
Impairment of Loan," as amended by Statements of Financial Accounting Standards
No. 118 ("SFAS 118"), "Accounting by Creditors for Impairment of a Loan-Income
Recognition and Disclosure," effective January 1, 1995. SFAS 114 and SFAS 118
require that impaired loans, which consist of all modified loans and other loans
for which collection of all contractual principal and interest is not probable,
be measured based on the present value of expected future cash flows discounted
at the loan's effective interest rate, or at the loan's observable market price
or the fair value of the collateral if the loan is collateral dependent. If the
measure of the impaired loan is less than the recorded investment in the loan,
an impairment is recognized through a valuation allowance and corresponding
provision for credit losses. The Bank considers consumer loans as homogenous
loans and thus does not apply the SFAS 114 impairment test to these loans.
Impaired loans will be written off when collection of the loan is doubtful.
The Bank had no impaired loans as of December 31, 1999 or December 31,
1998.
27
<PAGE>
As of December 31, 1999, the Bank did not have any loans in its
portfolio which were not accounted for on a non-accrual basis or as accruing
loans delinquent 90 days or more as to principal or interest with respect to
which known information about possible credit problems of the borrowers or the
cash flow of the security has caused management to have some doubts as to the
ability of the borrowers to comply with present loan repayment terms and which
may result in the future inclusion of the loans in the non-performing asset
categories.
LIQUIDITY AND INTEREST RATE SENSITIVITY
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 December 31, 1999, the
Company had $3,766,000 in cash and short term investments and $497,000 in
available for sale securities. As of December 31, 1998, the Company had
$3,088,000 in cash and short term investments and $586,000 in available for sale
securities. Fluctuations in the deposit levels of the Bank's customers would
result in corresponding fluctuations in the Company and the Bank's liquidity
position. In addition, 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 primary objective of asset/liability management is to ensure the
steady growth of the Company and the Bank's primary earnings component, net
interest income. Net interest income can fluctuate with significant interest
rate movements. To lessen the impact of these rate swings, management will
endeavor to structure the Company and the Bank's balance sheets so that
repricing opportunities exist for both assets and liabilities in roughly
equivalent amounts at approximately the same time intervals. Imbalances in these
repricing opportunities at any point in time constitutes interest rate
sensitivity.
The measurement of the Company and the Bank's interest rate
sensitivity, or "gap," is one of the principal techniques used in
asset/liability management. The interest sensitive gap is the dollar difference
between assets and liabilities which are subject to interest-rate pricing within
a given time period, including both floating rate or adjustable rate instruments
and instruments which are approaching maturity.
The following table sets forth the amount of the Company and the Bank's
interest-earning assets and interest-bearing liabilities as of December 31,
1999, which are expected to mature or reprice in each of the time periods shown:
28
<PAGE>
Maturity and Rate Sensitivity Analysis
<TABLE>
<CAPTION>
Maturity or Maturity or Maturity or Maturity or
Repricing Repricing Repricing Repricing
Percent Within Within Within Over
Amount of Total 0-3 Months 4-12 Months 1-5 Years 5 Years
------ -------- ----------- ----------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
Interest-earning assets
Loans receivable(1) $ 8,483,000 63.82% $ 2,492,000 $ 403,000 $ 1,510,000 $ 4,078,000
Mortgage backed securities 1,458,000 10.97 --- --- 1,104,000 354,000
Money market accounts 37,000 0.28 37,000 --- --- ---
Federal funds sold 3,008,000 22.63 3,008,000 --- --- ---
Other earning assets 306,000 2.30 --- --- --- 306,000
-------- ----- ----------- ----------- ------------ -----------
Total interest-earning assets $13,292,000 100.00% $ 5,537,000 $ 403,000 $ 2,614,000 $ 4,738,000
=========== ======= =========== =========== ============ ===========
Interest-Bearing Liabilities:
Savings & money markets $7,597,000 75.30% $ 7,597,000 $ --- $ --- $ ---
Certificates of deposit and other
time deposits 2,492,000 24.70 345,000 559,000 1,588,000 ---
---------- ------ ---------- ----------- ----------- -----------
Total interest-bearing liabilities $10,089,000 100.00% $ 7,942,000 $ 559,000 $ 1,588,000 $ ---
=========== ======= =========== =========== =========== ===========
Periodic repricing differences
(periodic gap) $(2,405,000) $ (156,000) $ 1,026,000 $ 4,738,000
=========== =========== ============ ===========
(cumulative gap) $(2,405,000) $(2,561,000) $ (1,535,000) $ 3,203,000
=========== =========== ============ ===========
Ratio of rate sensitive assets to rate
sensitive liabilities 69.72% 69.87% 84.79% 131.75%
</TABLE>
(1) Excludes non-accrual loans ($69,000) and loan premiums ($43,000).
As indicated by the table, the Company was liability sensitive through
the five year period but asset sensitive over five years. A financial
institution generally will benefit from decreasing market rates of interest when
it is liability sensitive and increasing market rates of interest when it is
asset sensitive. However, since all interest rates and yields do not adjust at
the same velocity, the gap is only a general indicator of interest rate
sensitivity. The analysis of the Company's interest-earning assets and
interest-bearing liabilities presents only a static view of the timing of
maturities and repricing opportunities, without taking into consideration the
fact that changes in interest rates do not affect all assets and liabilities
equally. Net interest income may be impacted by other significant factors in a
given interest rate environment, including changes in the volume and mix of
interest-earning assets and interest-bearing liabilities.
As indicated by the above table, a significant amount of the Company's
interest-earning assets consist of fixed rate, long-term loans while the
Company's interest-bearing liabilities consist primarily of variable rate
short-term accounts. Since the interest-earning assets will mature more slowly
than the interest-bearing liabilities, the net portfolio value and net interest
income will tend to decrease during periods of rising interest rates, but will
tend to increase during periods of falling interest rates. In addition, many of
the Company's loans acquired from Rushmore were made prior to the current
documentation requirements of GNMA, FNMA or
29
<PAGE>
FHLMC and, therefore, such loans may not be able to be resold in the
secondary market. During periods of rising interest rates, the Company's
inability to resell certain of the loans acquired from Rushmore in the secondary
market could have a material adverse effect on the Company's net portfolio value
and its net interest income.
Management continually seeks to improve the interest rate sensitivity
of the Company's interest earning assets. Management meets periodically to
monitor and manage the structure of the Company's balance sheet, control
interest rate exposure, and evaluate pricing strategies. Strategies to better
match maturities of interest-earning assets and interest-bearing liabilities
could include structuring loans with rate floors and ceilings on variable rate
notes and by providing for repricing opportunities on fixed rate notes.
Management believes that a lending strategy focusing on commercial loans will
best facilitate the goal of minimizing interest rate risk through the
origination of variable rate and short term fixed rate products. The Company's
investment portfolio, including federal funds sold, probably provides the most
flexible and fastest control over rate sensitivity since it generally can be
restructured more quickly than the loan portfolio. On the liability side,
deposit products can be restructured so as to offer incentives to attain the
maturity distribution desired although competitive factors sometimes make
control over deposits difficult.
In theory, interest rate risk can be diminished by maintaining a
nominal level of interest rate sensitivity. In practice, this is made difficult
by a number of factors, including cyclical variation in loan demand, different
impacts on interest-sensitive assets and liabilities when interest rates change,
and the availability of funding sources. Management generally attempts to
maintain a balance between rate-sensitive assets and liabilities as the exposure
period is lengthened to minimize the overall interest rate risk to the Company.
INVESTMENT PORTFOLIO
The investment portfolio consists of investment securities and
securities available-for-sale. Investment securities are those securities that
the Company has the positive intent and ability to hold to maturity and are
recorded at amortized cost. Securities available-for-sale are those securities
which the Company intends to hold for an indefinite period of time but not
necessarily until maturity. These securities are carried at fair value and may
be sold as part of an asset/liability management strategy, liquidity management,
interest rate risk management, regulatory capital management or other similar
factors.
While mortgage-backed and related securities carry a reduced credit
risk as compared to whole loans, such securities remain subject to the risk that
a fluctuating interest rate environment, along with other factors such as the
geographic distribution of the underlying mortgage loans, may alter the
prepayment rate of such mortgage loans and so affect the value of the
securities. Specifically, investments in mortgage-backed and related securities
involve risks that actual prepayments may exceed prepayments estimated over the
life of the security, which may result in a loss of any premiums paid for such
securities and thereby reduce their net yield. Conversely, if interest rates
increase, the market value of such securities may be adversely affected.
30
<PAGE>
The following table sets forth the components of the investment
portfolio as of December 31, 1999 and December 31, 1998
<TABLE>
<CAPTION>
1999 1998
------------------------------------ ----------------------------------------
INVESTMENT SECURITIES INVESTMENT SECURITIES
SECURITIES AVAILABLE-FOR-SALE SECURITIES AVAILABLE-FOR-SALE
----------------- ------------------ ------------------ --------------------
<S> <C> <C> <C> <C>
Mortgage-backed securities $ 998,000 $ 460,000 $ 442,000 $ ---
Investment in Federal Home
Loan Bank Stock --- 57,000 --- 54,000
Investment in Federal
Reserve Bank Stock --- 249,000 --- ---
Money Market Accounts
--- 37,000 --- 586,000
----------------- ------------------ ------------------ --------------------
$ 998,000 $ 803,000 $ 442,000 $ 640,000
================= ================== ================== ====================
</TABLE>
The Company's investment strategy was restricted during much of 1999
under the regulatory authority of the OTS to mortgage backed securities.
Conversion to a Maryland chartered trust company exercising the powers of a
commercial bank has afforded the Bank greater options with regard to the scope
of potential investments. However, from September 20, 1999 (the effective date
of the conversion) to December 31, 1999, the Bank did not actively seek to
purchase any additional investments.
The money market investment, which had been held by the Company during
1998, was conveyed to the Bank in September 1999 as part of the conversion and
reinvested by the Bank in federal funds.
The following table sets forth information regarding the scheduled
maturities and weighted average yields for the Bank's investment securities as
of December 31, 1999:
31
<PAGE>
<TABLE>
<CAPTION>
Over one year Over five years
One year or Average but less than Average but less than Average Over ten Average
less Yield five years Yield ten years Yield years Yield
---- ----- ---------- ----- --------- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Securities available for sale
Mortgage-backed $ - - $ 460,000 6.68% $ - - $ -
Money markets 37,000 4.38% - - - - - -
7.57%
FHLB stock - - - - - - 57,000
Federal Reserve stock - - - - - 249,000 5.32%
---------- ---- ---------- --------- ---------- ---------- ---------- ---------
Total available for sale $ 37,000 - 460,000 - - - $ 306,000 -
---------- ---------- ---------- -----------
Securities held to maturity
Mortgage-backed - - 644,000 6.24% 354,000 6.40% $ - -
---------- ---------- ---------- - ----------
Total held to maturity - - 644,000 - 354,000 - - -
---------- ---------- ---------- ----------
Total securities $ 37,000 - $1,104,000 - $ 354,000 - $ 306,000 -
========== ========== ========== ==========
</TABLE>
SOURCES OF FUNDS
Deposits are the primary source of the Bank's funds for use in lending,
investment activities and other general business purposes. In addition to
deposits, the Bank may obtain funds from advances from the Federal Home Loan
Bank of Atlanta and other borrowings. In 1999, the Company also received
approximately $2,113,000 in net proceeds from the Offering.
The Bank offers a variety of deposit accounts having a range of
interest rates and terms. The Bank's deposits consist of checking accounts,
several types of savings accounts (including statement savings, passbook
deposit, insured investment and Christmas Club accounts), money market accounts
and certificates of deposit. As of December 31, 1999, the Bank had not used
brokers to obtain deposits.
Average interest-bearing liabilities increased $1,241,000 or 15.4 %, to
$9,311,000 in 1999, from $8,070,000 in 1998. Average interest-bearing deposits
increased $1,224,000, or 15.2%, to $9,294,000 in 1998, from $8,070,000 in 1998.
These increases resulted from increases in all categories of interest-bearing
deposits, primarily as a result of management's continued promotional efforts to
grow a customer base for the Towson office. At December 31, 1999, total deposits
were $10,824,000, compared to $9,262,000 at December 31, 1998, an increase of
16.9%. The Company's loan to deposit ratio was 79.4% at December 31, 1999 and
72.2% at December 31, 1998. The Bank ratio of average loans to average deposits
in 1999 was 74.8% as compared to 76.9% for 1998.
These percentages are considered acceptable by management.
32
<PAGE>
The following table details the average amount and the average rate
paid on the following deposit categories of the Bank for the periods indicated.
The average balances for 1998 were calculated using month end balances as daily
averages were not available for that period.
<TABLE>
<CAPTION>
Year Ended Year Ended
December 31, 1999 December 31, 1998
Average Percent Average Percent
Balance of Total Rate Balance of Total Rate
------- -------- ---- ------- -------- ----
Deposits:
<S> <C> <C> <C> <C> <C> <C>
Demand $ 713,000 7.1% 0.00% 479,000 5.6% 0.00%
---------------- ----- ----- -------- ---- -----
Savings 6,947,000 69.4% 4.39% 6,522,000 76.3% 4.48%
Money Market 80,000 0.8% 2.50% 62,000 0.7% 1.61%
Certificates of Deposit 2,267,000 22.7% 5.38% 1,486,000 17.4% 5.32%
---------------- ----- ----- ---------- ----- -----
Total interest bearing 9,294,000 92.9% 4.62% 8,070,000 94.4% 4.61%
deposits ---------------- ----- ----- ---------- ----- -----
Total deposits $ 10,007,000 100% 4.29 $8,549,000 100% 4.35%
============== === ==== ========== === ====
</TABLE>
The maturity distribution of the Bank time deposits over $100,000 as of
December 31, 1999 is shown in the following table.
<TABLE>
<CAPTION>
Within three After three through
months twelve months After twelve months
------ ------------- -------------------
<S> <C> <C> <C>
Certificates of deposit of
$100,000 or more $0 $0 $410,000
======= ======== ========
</TABLE>
Large certificate of deposit customers tend to be extremely sensitive
to interest rate levels, making these deposits less reliable sources of funding
for liquidity planning purposes than the remainder of the Bank's deposits.
NONINTEREST INCOME
Noninterest income for the year ended December 31, 1999 was $70,000,
compared to $42,000 for the year ending December 31, 1998. In August 1999,
management reviewed and increased many of the fees charged for bank services as
well as the fees for returned checks and overdrafts. Management maintained an
aggressive position with respect to limiting the amount of fees waived during
1999, as had been the policy throughout 1998. The volume of average deposits
also increased in 1999 to $10,007,000 from $8,549,000 in 1998. The combination
of increased fees and the increase in fee generating transactions (as a result
of the increase in average deposits) accounted for most of the increase in
noninterest income for 1999.
33
<PAGE>
NONINTEREST EXPENSE
Noninterest expenses increased from $727,000 for the year ended
December 31, 1998 to $1,141,000 for the year ending December 31, 1999. This
increase was primarily the result of approximately $152,000 in expenses related
to the conversion of the Bank from a federal stock savings bank to a Maryland
chartered trust company exercising the powers of a commercial bank and the
opening of the Towson office, including legal and regulatory expenses,
promotional and marketing expenses and pre-opening employee expenses for five
branch personnel. In addition, during 1999, the Bank hired a senior credit
officer, a chief financial officer and an administrative assistant at a total
expense in 1999 of approximately $99,000. In all, employee related expenses
increased approximately $313,000 during 1999. Going forward, the Bank will
continue to incur increases in its non-interest expense as the Bank's
infrastructure grows. Such increased expenses may include, without limitation,
increases in insurance, data processing, utilities and maintenance. The Company
also incurred approximately $10,000 in "Year 2000" computer related expenses
during 1999, as further discussed below under the heading "Year 2000 Issue."
CAPITAL RESOURCES
The Company's consolidated stockholders' equity was $3,889,000 as of
December 31, 1999 and $2,379,000 as of December 31, 1998, representing an
increase of $1,510,000 or 63.5%. The growth of stockholders equity was the
result of the Offering, which was offset by the Company's loss of $598,000 for
the year.
The tables below present the Company's capital position relative to its
various minimum regulatory capital requirements as of December 31, 1999. For a
discussion of these capital requirements, see "Item 1 Description of Business -
Supervision and Regulation - AmericasBank - Capital Adequacy Guidelines."
34
<PAGE>
<TABLE>
<CAPTION>
----------------------------------------------------
Leverage Capital Ratio
----------------------------------------------------
Percent of average
Amount assets
------------------------- ----------------------
<S> <C> <C>
Tier 1 capital (1) $ 3,755,000 26.1%
Tier 1 leverage ratio requirement 718,000 5.0
------------------------- ----------------------
Excess $ 3,037,000 21.1%
=================== =====
Average total assets $14,363,000
===================
----------------------------------------------------
Risk-Based Capital Ratio
----------------------------------------------------
Percent of
Amount Risk-Weighted Assets
------------------------- ----------------------
Tier 1 capital (a) $ 3,755,000 44.8%
Risk-based Tier 1 capital requirement 335,000 4.0
------------------------- ----------------------
Excess $ 3,420,000 40.8%
================= =====
Tier 1 Capital (a) $ 3,755,000 44.8%
Tier 2 Capital (b) 139,000 1.7
------------------------- ----------------------
Total risk-based capital 3,894,000 46.5%
Risk-based capital requirements 670,000 8.0
------------------------- ----------------------
Excess $ 3,224,000 38.5%
================ =====
Risk-weighted assets $ 8,379,000
===============
</TABLE>
(a) Tier 1 capital is comprised of the following as of December 31, 1999
GAAP capital $3,889,000
Less intangible assets (134,000)
----------
$3,755,000
==========
(b) Tier 2 capital is comprised of the allowance for loan loss, limited to
25% of gross risk weighted assets or $2,095,000.
YEAR 2000 ISSUE
During 1999, management completed the process of preparing for the Year
2000 date change. This process involved identifying date recognition problems in
computer systems,
35
<PAGE>
software and other operating equipment, working with third parties to address
their Year 2000 issues, primarily the Bank's data processing vendor, and
developing contingency plans to address potential risks in the event of Year
2000 failures.
To date, the Bank has successfully managed the transition. Although
considered unlikely, unanticipated problems in the Bank's data processing
system, problems associated with non-compliant third parties and disruptions to
the economy in general, could still occur. Management will continue to monitor
these issues throughout 2000 to address any issues and ensure all processes
continue to function properly.
During 1999, the Bank incurred direct expenses of approximately $10,000
associated with Year 2000 compliance, primarily as a result of software
upgrades, fees to the Bank's data processing company to satisfy testing
requirements for regulators and printing costs associated with disclosures to
customers. In addition to the direct costs, indirect costs were also incurred.
These indirect costs consisted principally of the time devoted by existing
employees in monitoring the data processing firm's progress, testing the data
processing system products, and implementing any necessary contingency plans.
IMPACT OF INFLATION AND CHANGING PRICES
The consolidated financial statements and notes thereto presented
herein have been prepared in accordance with generally accepted accounting
principles, which require the measurement of financial position and operating
results in terms of historical dollars without considering the change in the
relative purchasing power of money over time and due to inflation. The impact of
inflation is reflected in the increased cost of the Company's operations. Unlike
most industrial companies, nearly all the assets of the Company are monetary in
nature. As a result, interest rates have a greater impact on the Company's
performance than do the effects of general levels of inflation. Interest rates
do not necessarily move in the same direction or to the same extent as the price
of goods and services.
FORWARD LOOKING STATEMENTS
Part I and Part II of this annual report include "forward-looking
statements." These statements use words such as "may," "will," "expect,"
"anticipate," "plan," "estimate" or similar words, and they discuss future
expectations, projections of financial results or strategies that are subject to
risks and uncertainties. The Company's actual results and the actual outcome of
the Company's expectations and strategies could be different from what has been
described in this annual report because of these risks and uncertainties. When
you read a forward-looking statement, you should keep in mind the risk factors
described below and any other information contained in this annual report which
identifies a risk or uncertainty.
Limited Operating History; History of Losses. Both the Company and the
Bank are recently formed and have limited operating histories. Because the
Company's primary asset is the capital stock of the Bank, the Company's
operating results and financial position are dependent upon the operating
results and financial position of the Bank. For the years ended December 31,
1999 and 1998, the Company incurred net losses of $598,000 and $432,000,
36
<PAGE>
respectively, and management expects that the Bank will continue to incur losses
as the Bank attempts to implement its refocused lending strategy. Many factors
could adversely affect the Company's short and long term operating performance,
including the failure to implement the refocused lending strategy, unfavorable
economic conditions, increased competition, loss of key personnel and government
regulation.
Risks Related to Commercial Lending. The Bank's loan portfolio is
principally comprised of long-term fixed-rate residential mortgage loans.
Management has determined to refocus the Bank's lending strategy and to compete
aggressively for quality commercial loans and adjustable rate residential
mortgage loans.
While commercial loans are generally more interest rate sensitive and
carry higher yields than do residential mortgage loans, they generally carry a
higher degree of credit risk than residential mortgage loans. Consequently, the
diversification of the Bank's loan portfolio may adversely alter its risk
profile. Moreover, provisions for loan losses may increase in the future as
management implements its new strategy.
Commercial loans for the purchase of commercial real estate are
generally larger and present a greater degree of risk than residential mortgage
loans. Because payments on loans secured by commercial real estate are often
dependent on the successful operation or management of the properties, repayment
of such loans may be subject to a greater extent to adverse conditions in the
real estate market or in the economy.
Unlike residential mortgage loans, which generally are made on the
basis of the borrower's ability to make repayment from his or her employment and
other income, and which are secured by real property whose value tends to be
more easily ascertainable, commercial business loans are of higher risk and
typically are made on the basis of the borrower's ability to make repayment from
the cash flow of the borrower's business. As a result, the availability of funds
for the repayment of commercial business loans may be substantially dependent on
the success of the business itself. Further, the collateral securing the loans
may depreciate over time, may be difficult to appraise and may fluctuate in
value based on the success of the business. In general, the Bank will attempt to
limit this risk by requiring that all of its commercial business loans are
secured by the real property where the business is located or by the personal
residences of the business' owners.
Impact of Interest Rate Volatility on Deposits. The Bank's results of
operations depend to a large extent on the Bank's "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 assets, such as loans and
investment securities. Volatility in interest rates can result in the flow of
funds away from financial institutions of the type similar to the Bank and into
direct investments, such as corporate securities and other investment vehicles
which, because of among other things the absence of federal deposit insurance,
generally pay higher rates of return. Such volatility could cause the Bank to
pay increased interest rates to obtain deposits, and if the Bank was not able to
increase the interest rates on its loans and the rate of return on its
investment portfolio, its net interest income would suffer.
37
<PAGE>
Impact of Interest Rate Volatility on Loan Portfolio. The Bank's loan
portfolio, which is comprised to a material extent of loans acquired by the Bank
from Rushmore Trust & Savings, FSB ("Rushmore"), in December 1997, consist for
the most part of fixed rate, long-term, residential mortgage loans, while the
Bank's deposits consist primarily of variable rate short-term accounts. Since
the loans will mature more slowly than the deposits, the net portfolio value and
net interest income will tend to decrease during periods of rising interest
rates, but will tend to increase during periods of falling interest rates.
During the past several years, market interest rates have been relatively lower
than in prior years. Recently, however, interest rates have begun to rise and it
appears that interest rates may continue to rise during 2000. Conversely, lower
market interest rates have the effect of causing borrowers to refinance their
mortgage loans which negatively impacts the Bank's net interest income as the
Bank generally would not be able to make new loans at or above the interest
rates of the refinanced loans. In addition, many of the loans acquired from
Rushmore were made prior to the current documentation requirements of GNMA, FNMA
or FHLMC and, therefore, they may not be able to be resold in the traditional
secondary market. During periods of rising interest rates, the Bank's inability
to resell certain of its loans in the secondary market could have a material
adverse effect on the Bank's net portfolio value and its net interest income.
Risk of Loan Losses. Like all financial institutions, the Bank
maintains an allowance for loan losses to provide for loan defaults and
nonperformance. The allowance is based on, among other things, prior experience
with loan losses and an evaluation of the risks in the current portfolio, and is
maintained at a level considered adequate by management to absorb anticipated
losses. However, actual loan losses cannot be predicted, and the Bank's
allowance for loan losses may not be sufficient.
Risk of Branch Expansion Strategy. Management intends to expand the
business of the Bank by opening branches, either through internal growth or
through acquisitions of existing financial institutions or branches thereof. 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 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. The Company and
the Bank currently have no specific plans regarding new branch offices or
acquisitions of existing financial institutions or branches thereof.
38
<PAGE>
Impact of Government Regulation on Operating Results. The Company and
the Bank operate in a highly regulated environment and are subject to
examination, supervision and comprehensive regulation by several federal and
state regulatory agencies. The Bank is subject to supervision and regulation by
the Commissioner, the Federal Reserve Board and the FDIC, and the Company is
subject to supervision and regulation by the Federal Reserve and the
Commissioner. Banking regulations, designed primarily for the safety of
depositors, may limit the growth of financial institutions like the Bank and the
return to investors by restricting activities such as the payment of dividends,
mergers with or acquisitions by other institutions, investments, loans and
interest rates, interest rates paid on deposits and the creation of branch
offices. Financial institutions like the Bank also are subject to capitalization
guidelines set forth in federal legislation, and could be subject to enforcement
actions to the extent the Bank is found by regulatory examiners to be
undercapitalized. Laws and regulations applicable to the Company and the Bank
could change at any time, and there can be no assurance that such changes would
not adversely affect the business of the Company and/or the Bank. In addition,
the cost of compliance with regulatory requirements could adversely affect the
Company's and the Bank's ability to operate profitably.
Risks of Competitive Market. The Company and the Bank operate in a
competitive market for financial services and the Bank faces intense competition
both in making loans and in attracting deposits. The Bank faces direct
competition from a significant number of financial institutions operating in the
Bank's market area, many with a statewide or regional presence and in some cases
a national presence. In addition, the Bank competes with other community banks
in its market area that have substantially the same business philosophy and
strategy as the Bank. Furthermore, pursuant to recently enacted legislation,
insurance companies, securities brokers and other non-bank entities or their
affiliates may now provide services which historically have been considered
banking in nature. Many of these institutions have been in business for many
years, have established customer bases, are significantly larger and have
greater financial resources than the Bank, and are able to offer certain
services that the Bank is not able to offer. In addition, the Bank faces
competition for deposits and loans from non-bank institutions such as brokerage
firms, credit unions, insurance companies, money market mutual funds and private
lenders.
Impact of Monetary Policy and Other Economic Factors on Operating
Results. Changes in governmental economic and monetary policy and banking and
credit regulations also affect the demand for the Bank's services. The rates of
interest payable on deposits and chargeable on loans is affected by fiscal
policy as determined by various governmental and regulatory authorities, in
particular the Federal Reserve, as well as by national, state and local economic
conditions. Through open market transactions, variations in the discount rate
and the establishment of reserve requirements, the Federal Reserve Board exerts
considerable influence over the cost and availability of funds obtainable for
lending or investing. These actions may at times result in significant
fluctuations in interest rates, which could have adverse effects on the
operations of the Bank.
General economic conditions can affect the credit quality of the Bank's
assets. During periods of adverse economic conditions and depending on the
extent to which the income and
39
<PAGE>
assets of the borrowers are affected by the declining economic conditions, the
ability of the Bank's borrowers to repay loans may be affected. Adverse economic
conditions particularly affect commercial loans.
Developments in Technology. The market for financial services,
including banking services and consumer finance services, is increasingly
affected by advances in technology, including developments in
telecommunications, data processing, computers, automation, Internet-based
banking, telebanking, debit cards and so-called "smart" cards. The ability of
the Company and the Bank to compete successfully in its markets may depend on
the extent to which it is able to exploit such technological changes. However,
there can be no assurance that the development of these or any other new
technologies, or the Company and the Bank's success or failure in anticipating
or responding to such developments, will materially affect the Company's
business, financial condition or operating results. Currently, the Bank does not
offer Internet-based banking, telebanking, debit or smart cards or other similar
technical banking products which are offered by many of the Bank's competitors,
although the Bank intends to offer such services in the future.
40
<PAGE>
ITEM 7. FINANCIAL STATEMENTS
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors of AmericasBank Corp.:
We have audited the accompanying consolidated balance sheet of AmericasBank
Corp. (a Maryland corporation) and subsidiaries (the Company) as of December 31,
1999, and the related consolidated statements of operations and comprehensive
loss, stockholders' equity and cash flows for the years ended December 31, 1999
and 1998. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of AmericasBank Corp.
and subsidiaries as of December 31, 1999, and the results of their operations
and their cash flows for the years ended December 31, 1999 and 1998, in
conformity with accounting principles generally accepted in the United States.
/s/ Arthur Andersen LLP
Baltimore, Maryland,
February 25, 2000
41
<PAGE>
<TABLE>
<CAPTION>
AMERICASBANK CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 1999
ASSETS
<S> <C>
Cash and cash equivalents:
On-hand and due from banks $ 758,000
Federal funds sold 3,008,000
Investment securities 37,000
Mortgage-backed securities, available-for-sale 460,000
Mortgage-backed securities, held-to-maturity 998,000
Loans receivable, net 8,456,000
Investment in Federal Home Loan Bank stock 57,000
Investment in Federal Reserve stock 249,000
Accrued interest receivable 69,000
Property and equipment, net 808,000
Other assets, net 201,000
-----------
Total assets $15,101,000
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
Deposits:
Noninterest-bearing $ 735,000
Interest-bearing 10,089,000
Mortgage escrow deposits 101,000
Accounts payable and accrued expenses 287,000
-----------
Total liabilities 11,212,000
-----------
COMMITMENTS AND 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, 5,000,000 shares authorized, 496,000 shares
issued and outstanding 5,000
Additional paid-in capital 4,958,000
Accumulated deficit (1,069,000)
Accumulated other comprehensive loss (5,000)
-----------
Total stockholders' equity 3,889,000
-----------
Total liabilities and stockholders' equity $15,101,000
===========
</TABLE>
The accompanying notes are an integral part of this consolidated balance sheet.
42
<PAGE>
<TABLE>
<CAPTION>
AMERICASBANK CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
1999 1998
---- ----
INTEREST INCOME:
<S> <C> <C>
Interest income on loans $ 657,000 $ 597,000
Interest income on investment securities 301,000 194,000
----------- -----------
Total interest income 958,000 791,000
Interest expense on other borrowings 2,000 -
Interest expense on deposits 429,000 372,000
----------- -----------
Total interest expense 431,000 372,000
----------- -----------
Net interest income 527,000 419,000
PROVISION FOR LOAN LOSSES 54,000 33,000
----------- -----------
Net interest income after provision for loan losses 473,000 386,000
----------- -----------
NONINTEREST INCOME
Service fees and charges 39,000 19,000
Other income 31,000 23,000
----------- -----------
Total noninterest income 70,000 42,000
----------- -----------
Net interest income after service fees, charges and other
income 543,000 428,000
----------- -----------
NONINTEREST EXPENSES:
Salaries and benefits 458,000 145,000
Depreciation and amortization 113,000 112,000
Occupancy expense 83,000 55,000
Data processing 70,000 56,000
Professional fees 126,000 206,000
Office supplies 34,000 17,000
Other operating expenses 257,000 136,000
----------- -----------
Total noninterest expenses 1,141,000 727,000
----------- -----------
Loss before provision for income taxes (598,000) (299,000)
PROVISION FOR INCOME TAXES - -
----------- -----------
Net loss before cumulative effect of change in accounting
principle (598,000) (299,000)
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE (Note 2)
- (133,000)
----------- -----------
Net Loss (598,000) (432,000)
OTHER COMPREHENSIVE LOSS - UNREALIZED (LOSS) ON SECURITIES
AVAILABLE-FOR-SALE (5,000) -
----------- -----------
Comprehensive loss $ (603,000) $ (432,000)
=========== ===========
NET LOSS PER SHARE - BOTH BASIC AND DILUTIVE:
LOSS BEFORE CUMULATIVE
EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE $ (1.26) $ (1.00)
LOSS FROM CHANGE IN ACCOUNTING PRINCIPLE - (0.44)
----------- -----------
NET LOSS PER SHARE $ (1.26) $ (1.44)
=========== ===========
WEIGHTED AVERAGE SHARES OUTSTANDING $ 475,000 $ 300,000
=========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
43
<PAGE>
<TABLE>
<CAPTION>
AMERICASBANK CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
Accumulated
Other
Preferred Common Additional Accumulated Comprehensive
Stock Stock Paid-In Capital Deficit Loss
----- ----- --------------- ------- ----
<S> <C> <C> <C> <C> <C>
BALANCE
December 31, 1997 $ - $ 3,000 $ 2,847,000 $ (39,000) $ -
Net loss - - - (432,000) -
----------- ----------- ----------- ----------- -----------
BALANCE
December 31, 1998 - 3,000 2,847,000 (471,000) -
Net proceeds from issuance of
common stock
- 2,000 2,111,000 - -
Net loss - - - (598,000) -
Unrealized loss on
available-for-sale securities - - - - (5,000)
----------- ----------- ----------- ----------- -----------
BALANCE
December 31, 1999 $ - $ 5,000 $ 4,958,000 $(1,069,000) $ (5,000)
=========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
44
<PAGE>
<TABLE>
<CAPTION>
AMERICASBANK CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
1999 1998
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net loss $ (598,000) $ (432,000)
Adjustments to reconcile net loss to net cash from
operating activities -
Provision for loan losses 54,000 33,000
Depreciation and amortization 113,000 245,000
Accretion of premiums on mortgage backed securities 6,000 -
Effect of change in-
Accrued interest receivable (20,000) 2,000
Other assets 4,000 (39,000)
Accrued interest on deposits - (32,000)
Accounts payable and accrued expenses 153,000 72,000
----------- -----------
Net cash from operating activities (288,000) (151,000)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Sales of investment securities 549,000 (17,000)
Purchase of Federal Home Loan Bank stock (3,000) -
Purchase of Federal Reserve stock (249,000) -
Purchase of mortgage-backed securities
available for sale (550,000) -
Principle payments on mortgage-backed securities
available for sale 85,000 -
Purchase of mortgage-backed securities held to maturity (1,073,000) (500,000)
Principal payments on mortgage-backed securities held
to maturity 511,000 57,000
Loan principal disbursements (6,217,000) (2,202,000)
Principal repayments on loans receivable 4,307,000 1,809,000
Purchase of property and equipment (107,000) (55,000)
----------- -----------
Net cash from investing activities (2,747,000) (908,000)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in savings deposits 1,562,000 866,000
Increase (decrease) in mortgage escrow deposits 6,000 (24,000)
Proceeds from common stock offering 2,352,000 -
Stock offering costs (207,000) (32,000)
Proceeds from borrowings 220,000 -
Repayments of borrowings (220,000) -
----------- -----------
Net cash from financing activities 3,713,000 810,000
----------- -----------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
678,000 (249,000)
CASH AND CASH EQUIVALENTS, beginning of period 3,088,000 3,337,000
----------- -----------
CASH AND CASH EQUIVALENTS, end of period $ 3,766,000 $ 3,088,000
=========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
45
<PAGE>
AMERICASBANK CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION
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 and to be a savings and loan holding company of a federal stock
savings bank.
Effective November 30, 1997, the Company completed an initial public offering
in which it sold 300,000 shares of common stock for $10.00 per share, less
offering costs. On December 1, 1997, the Company acquired certain assets and
assumed certain deposit liabilities primarily related to the Baltimore City,
Maryland branch of Rushmore Trust and Savings, FSB ("Rushmore"). Concurrent with
the acquisition, the branch commenced banking operations under the name
AmericasBank (the "Bank") as a wholly-owned subsidiary of the Company.
During 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 this offering, the Company sold 196,000 units of common stock and common
stock purchase warrants at a price of $12.00 per unit and received approximately
$2,113,000 in net proceeds.
Effective as of September 20, 1999, the Bank converted from a federal stock
savings bank to a Maryland chartered trust company exercising the powers of a
commercial bank and the Company became a bank holding company. On September 20,
1999, the Bank also opened an office in Towson, Maryland, which became the
Bank's main office location.
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. As of December 31, 1999, the Bank had not operated at a profit and does
not expect to do so during 2000. 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 its 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.
In addition to interest rate risk, the Company is currently operating at a loss.
Growth of operations will be necessary for the Company to be able to cover
overhead and other operational costs.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying consolidated financial statements include the activity of
AmericasBank Corp. and its wholly-owned subsidiary AmericasBank. All
intercompany transactions have been eliminated in consolidation.
The accompanying consolidated financial statements have been prepared in
accordance with generally accepted accounting principles and conform to general
practices within the banking industry. The Company's primary operations are
conducted by the Bank, which operates a main office in Towson, Maryland and a
branch in Baltimore City, Maryland.
46
<PAGE>
The Bank is engaged in a general commercial banking business, emphasizing in its
marketing the Bank's local management and ownership.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents includes interest-bearing deposits in other banks with
original maturities of less than three months and Federal funds sold. Generally,
Federal funds are purchased and sold for one-day periods.
FEDERAL HOME LOAN BANK STOCK
Federal Home Loan Bank stock is carried at cost which approximates fair value.
The cost of securities sold is determined using the specific identification
method.
FEDERAL RESERVE STOCK
Federal Reserve Stock is carried at cost which approximates fair value. The cost
of securities sold is determined using the specific identification method.
INVESTMENT AND MORTGAGE-BACKED SECURITIES
Debt securities that the Company has the positive intent and ability to hold to
maturity are classified as held-to-maturity and recorded at amortized cost. Debt
securities not classified as held-to-maturity and equity securities with readily
determinable fair values are classified as trading securities if bought and held
principally for the purpose of selling them in the near term. Trading securities
are reported at fair value, with unrealized gains and losses included in
earnings. Investments not classified as held-to-maturity or trading are
considered available-for-sale and are reported at fair value, with unrealized
gains and losses net of related tax effects excluded from earnings and reported
as an item of other comprehensive loss until realized. Fair value is
determined based on bid prices published in financial newspapers or bid
quotations received from securities dealers. For purposes of computing realized
gains or losses on the sales of investments, cost is determined by using the
specific identification method. Gains and losses on sales of securities are
recognized at the time of sale. Premiums and discounts on investment and
mortgage-backed securities are amortized over the term of the security using
methods that approximate the interest method.
As of December 31, 1999, investment securities approximated $37,000 and
represent investments in money market accounts. The amortized cost approximates
fair value as of December 31, 1999.
LOANS RECEIVABLE AND ALLOWANCE FOR LOAN LOSSES
Loans receivable are stated at the amount of unpaid principal, reduced by an
allowance for loan losses and deferred loan fees. Interest on loans is
calculated using the simple-interest method on principal amounts outstanding
each month.
The allowance for losses on loans is determined based on, among other things,
management's review of the loan portfolio and analysis of the borrowers' ability
to repay, past collection experience, risk characteristics of individual loans
or groups of similar loans and underlying collateral, current and prospective
economic conditions and status of nonperforming loans. Loans are charged off
when considered, in the opinion of management, uncollectible.
47
<PAGE>
Interest on potential problem loans is not accrued when, in the opinion of
management, full collection of principal or interest is in doubt, or payment of
principal or interest has become 90 days past due. Such interest is considered
in management's determination of the allowance for loan losses. Any interest
received in excess of the amount previously accrued on such loans is recorded in
income in the period of recovery.
Statement of Financial Accounting Standards ("SFAS") No. 114, "Accounting by
Creditors for Impairment of a Loan" ("SFAS No. 114"), addresses the accounting
by creditors for impairment of certain loans. It is generally applicable to all
loans, except large groups of smaller balance homogenous loans. It also applies
to loans that are restructured in a troubled debt restructuring involving a
modification of terms, with limited exceptions.
A loan is considered impaired when, based on current information and events, it
is probable that a creditor will be unable to collect all amounts due according
to the contractual terms of the loan agreement. SFAS No. 114 requires that
impaired loans be measured based on the present value of expected future cash
flows discounted at the loans' effective interest rate, or at the loans'
observable market price or the fair value of the collateral if the loan is
collateral dependent. If the measure of the impaired loan is less than the
recorded investment in the loan, an impairment is recognized through a valuation
allowance.
PROPERTY AND EQUIPMENT
Property and equipment are stated at cost, less accumulated depreciation and
amortization. Depreciation is computed using the straight-line method over the
estimated useful lives of the respective assets. Building and improvements are
depreciated over 15-25 years. Furniture and equipment are depreciated over 5
years.
OTHER ASSETS
Other assets as of December 31, 1999, consist of the following:
Covenants not-to-compete $ 50,000
Premium on deposits 164,000
Goodwill 40,000
Prepaid expenses 66,000
---------
320,000
Less: Accumulated amortization (119,000)
---------
Total other assets, net $ 201,000
=========
Amortization is calculated using the straight-line method over the following
periods:
Covenants not-to-compete 3 years
Premium on deposits 5 years
Goodwill 5 years
Amortization expense on other assets for the years ended December 31, 1999 and
1998, was $57,000 and $56,000, respectively.
48
<PAGE>
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 principal.
On December 31, 1998, the Company adopted 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 principal. 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
Effective January 1, 1998, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 130, "Reporting Comprehensive Income" ("SFAS No. 130").
SFAS No. 130 establishes standards for reporting and the display of
comprehensive income and its components. Comprehensive income is defined as the
change in equity of a business enterprise during a period from transactions and
other events and circumstances from nonowner sources. The Company's
comprehensive income consists of net earnings and unrealized gains and losses on
securities available for sale and is presented in the Statement of Operations
and Comprehensive Loss. Accumulated Other Comprehensive Loss is displayed as
a separate component of stockholders' equity.
LOAN ORIGINATION FEES
Loan origination fees, net of certain direct loan origination costs, are
deferred and recognized as an adjustment to interest income over the life of the
loans.
USE OF ESTIMATES
The preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amount of assets and liabilities and disclosure of
contingent assets and liabilities as of the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
RECLASSIFICATIONS
Certain reclassifications have been made to the prior years' financial
statements to conform with current year presentation.
49
<PAGE>
3. MORTGAGE-BACKED SECURITIES
The amortized cost and fair value of mortgage-backed securities
available-for-sale and held-to-maturity as of December 31, 1999 were as follows:
<TABLE>
<CAPTION>
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
---- ----- ------ -----
<S> <C> <C> <C> <C>
Mortgage-backed securities available-for-sale:
U.S. government and agency obligations
due beyond 1 year but within 5 years $465,000 $ - $ 5,000 $460,000
======== ==== ======== ========
Mortgage-backed securities held-to-maturity:
U.S. government and agency obligations
due:
Beyond 1 year but within 5 years $644,000 $ - $ 18,000 $626,000
Beyond 5 years but within 10 years 354,000 - 9,000 345,000
-------- ---- -------- --------
$998,000 $ $ 27,000 $971,000
======== ==== ======== ========
</TABLE>
4. LOANS RECEIVABLE
As of December 31, 1999, loans receivable consist of:
Real estate loans -
Residential first mortgages $4,768,000
Commercial - real estate secured 2,639,000
Construction 250,000
Second mortgages and home equity loans 519,000
Commercial loans 134,000
Consumer loans 470,000
Unamortized loan premium 43,000
----------
8,823,000
Less: Allowance for loan losses 139,000
Undisbursed portion of construction loans 228,000
----------
Loans receivable, net $8,456,000
==========
Substantially all of the loans receivable are mortgage loans secured by
residential and commercial real estate properties located in the State of
Maryland. Loans are extended only after an evaluation by management and the loan
committee of a customer's creditworthiness and other relevant factors on a
case-by-case basis. The Bank generally does not lend more than 90% of the
appraised value of a property and requires private mortgage insurance on
residential mortgages with loan-to-value ratios in excess of 80%.
Residential lending is generally considered to involve less risk than other
forms of lending, although payment experience on these loans is dependent, to
some extent, on economic and market conditions in the Bank's lending area.
Commercial loan repayments are generally dependent on the operations of the
related properties or the financial condition of the borrowers or guarantors.
Accordingly, repayment of such loans can be more susceptible to adverse
conditions in the real estate market and the regional economy.
50
<PAGE>
Nonperforming loans amounted to approximately $69,000 as of December 31, 1999
and these loans were not considered impaired. For the year ended December 31,
1999 and 1998, the amount of interest income that would have been recorded on
loans in nonaccrual status had such loans performed in accordance with their
terms was approximately $5,000 and $4,000, respectively.
A summary of the changes in the allowance for loan losses is as follows:
Balance, December 31, 1997 $ 52,000
Provision charged to operations 33,000
--------
Balance, December 31, 1998 85,000
Provision charged to operations 54,000
--------
Balance, December 31, 1999 $139,000
========
5. PROPERTY AND EQUIPMENT
Property and equipment consists of the following as of December 31, 1999:
Land $148,000
Buildings and improvements 583,000
Furniture and equipment 179,000
--------
910,000
Less: Accumulated depreciation 102,000
--------
Property and equipment, net $808,000
========
Depreciation expense for the years ended December 31, 1999 and 1998, was $54,000
and $46,000, respectively.
6. DEPOSITS
As of December 31, 1999, deposits consisted of:
<TABLE>
<CAPTION>
Weighted Average Rate for
Year Ended
December 31, 1999 Amount Percent
----------------- ------ -------
<S> <C> <C> <C>
Demand deposits -% $ 735,000 6.8%
Savings 4.39% 7,558,000 69.8%
Money market accounts 2.50% 39,000 0.4%
Certificates of deposit 5.38% 2,492,000 23.0%
----------- -----
$10,824,000 100.0%
=========== =====
</TABLE>
51
<PAGE>
A schedule of maturities of deposits as of December 31, 1999, is as follows:
No contractual maturity $ 8,332,000
Maturity within one year 904,000
Maturity in one to three years 904,000
Maturity in three to five years 684,000
-----------
$10,824,000
===========
The aggregate amount of deposits, each with a minimum denomination of $100,000
or more, was approximately $2,069,000 as of December 31, 1999.
7. INCOME TAXES
The reconciliation of the federal statutory to the actual income tax rate is as
follows:
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
Statutory federal income tax rate (35%) $ 209,000 $ 151,000
State income tax benefit, net of federal
income tax effect 28,000 20,000
Valuation allowance (237,000) (171,000)
--------- ---------
Total $ - $ -
========= =========
</TABLE>
The Company has recorded a 100% valuation allowance against its deferred tax
asset as the Company is a start-up operation and it is more likely than not that
the deferred tax asset will not be realized.
The tax effect of temporary differences between the financial reporting basis
and income tax basis of assets and liabilities relates to the following as of
December 31, 1999:
Deferred tax assets:
Allowance for loan losses $ 55,000
Intangible assets 61,000
Net operating loss carry forwards 319,000
Other 12,000
---------
Total gross deferred tax assets 447,000
Less: Valuation allowance (447,000)
---------
Net deferred tax asset $ --
=========
As of December 31, 1999, the Company had approximately $798,000 of net operating
loss carryforwards.
8. RELATED PARTY TRANSACTIONS
Two directors of the Company are principals in a law firm and a public
accounting firm, respectively. These firms provide legal and accounting services
to the Company. As a result of these services, these firms were each paid $6,000
and $2,000 during the years ended December 31, 1999 and 1998, respectively.
During the year ended December 31, 1997, the Company purchased approximately
$111,000 of the loans from Rushmore which were made to the Company's officers,
52
<PAGE>
directors or their affiliates. The balance on these loans was $59,000 and
$105,000 as of December 31, 1999 and 1998, respectively.
9. COMMITMENTS AND CONTINGENCIES
The Company's exposure to credit loss in the event of nonperformance by the
other party to a financial instrument is represented by the contract amount of
the financial instrument. The Company uses the same credit policies in making
commitments for off-balance-sheet financial instruments as it does for
on-balance-sheet financial instruments. Financial instruments with
off-balance-sheet risk are as follows as of December 31, 1999:
Contract
Amount
------
Undisbursed lines of credit on commercial loans $456,000
Undisbursed lines of credit on home equity loans 159,000
Residential construction mortgage loans to be funded 228,000
--------
$843,000
========
The Bank had outstanding mortgage loan commitments, exclusive of the undisbursed
portion of loans in process, of approximately $682,000 for fixed rate loans and
floating rate loans as of December 31, 1999. The interest rate range on fixed
rate mortgage loan commitments was 8.00% to 8.25%. The Bank had outstanding
commercial loan commitments of approximately $490,000 for fixed rate loans and
floating rate loans as of December 31, 1999. All commitments expire within one
year.
Commitments to extend credit are agreements to lend to a customer as long as
there is no violation of any condition established in the contract. Commitments
generally have fixed expiration dates or other termination clauses. The Company
evaluates each customer's creditworthiness on a case-by-case basis.
10. DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
The fair value of cash and cash equivalents and accounts payable approximates
the carrying amount. For investment securities, fair value is determined using
quoted market prices.
Fair value of loans receivable is estimated by discounting future cash flows,
taking into consideration future loan losses, using current rates at which
similar loans would be made to borrowers with similar credit ratings for the
same remaining maturities. For commitments to extend credit, the carrying amount
is a reasonable estimate of fair value. Management estimates that the fair value
of loans receivable is approximately $8,602,000 as of December 31, 1999.
With respect to deposits, fair value of savings accounts and money market
accounts is the amount payable on demand at the reporting date. Fair value of
fixed maturity term accounts and individual retirement accounts is estimated
using rates currently offered for accounts of similar remaining maturities.
Management estimates that the fair value of deposits approximates the carrying
amount as of December 31, 1999.
53
<PAGE>
11. STOCKHOLDERS' EQUITY
STOCK OPTION PLAN
As permitted under SFAS No. 123, "Accounting for Stock-Based Compensation," the
Company measures compensation expense for its stock-based employee compensation
plans using the intrinsic value method prescribed by Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees," and provides pro
forma disclosures of net income and earnings per share as if the fair
value-based method prescribed by SFAS No. 123 has been applied in measuring
compensation expense.
On June 1, 1998, the Company adopted a stock option plan for the granting of
stock options to employees and non-employee directors. Options granted to
directors are vested immediately and may be exercised six months after the grant
date. Options granted to employees are subject to vesting and exercisability as
stated in the option agreement between the Company and the employee. For
employees, 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.
During the year ended December 31, 1998, approximately 42,000 stock options were
granted at option prices ranging from $10 to $12. During the year ended December
31, 1999, approximately 24,000 stock options were granted at option prices
ranging from $10 to $12. As of December 31, 1999, options to purchase
approximately 65,000 shares of common stock were outstanding. No options have
been exercised.
Had compensation cost for the Company's 1999 grants for stock-based compensation
plans been determined consistent with SFAS No. 123, the Company's net loss per
common share would approximate the pro forma amounts below for 1999 and 1998:
<TABLE>
<CAPTION>
1999 1998
---- ----
As Reported Pro Forma As Reported Pro Forma
----------- --------- ----------- ---------
<S> <C> <C> <C> <C>
Loss before cumulative
effect of change in
accounting principle $ (598,000) $ (641,000) $(299,000) $ (412,000)
========= ========== =========== ==========
Net Loss $ (598,000) $ (641,000) $ (432,000) $ (545,000)
========= ========== =========== ==========
Basic and dilutive
loss per share-
Net loss per share before
cumulative effect of change
in accounting priciple $ (1.26) $ (1.35) $ (1.00) $ (1.37)
========= ========== ========= ========
Net loss per share $ (1.26) $ (1.35) $ (1.44) $ (1.82)
========= ========== ========= ========
</TABLE>
The Company has computed for pro forma disclosure purposes the value of all
options granted during 1999 and 1998 using the Black-Scholes option pricing
model as prescribed by SFAS No. 123 and the following weighted average
assumptions:
1999 1998
---- ----
Risk-free interest rate 4.53%-5.81% 4.55%
Expected lives 6 years 6 years
Expected volatility 17.6% 17.6%
The weighted average value of the options granted during 1999 and 1998 using the
Black-Scholes model was $3.03 and $2.74 per share, respectively.
54
<PAGE>
A summary of option transactions during the years ended December 31, 1999 and
1998, follows:
<TABLE>
<CAPTION>
Year ended December 31,
1999 1998
Weighted Weighted
Average Average
Shares Exercise Price Shares Exercise Price
<S> <C> <C> <C> <C>
Options outstanding, beginning of year 42,000 $ 10.57 -- $ --
Exercised -- -- -- --
Granted 24,000 10.27 42,000 10.57
Forfeited (1,000) 12.00 -- --
------- -------
Options outstanding, end of year 65,000 10.45 42,000 10.57
Shares available for future grant 9,000 3,000
Options exercisable at end of year 51,000 10.57 38,000 10.42
Weighted average fair value of options granted 3.03 2.74
</TABLE>
The following table summarizes information about stock options outstanding as of
December 31, 1999:
<TABLE>
<CAPTION>
Options Outstanding Options Exercisable
Weighted Average
Number Remaining Number
Range of Exercise Outstanding at Contractual Life Weighted Average Exercisable at Weighted Average
Prices December 31, 1999 Exercise Price December 31, 1999 Exercise Price
<S> <C> <C> <C> <C> <C>
$ 10.00 50,000 8.93 $ 10.00 36,000 $ 10.00
$ 12.00 14,000 9.01 $ 12.00 15,000 $ 12.00
</TABLE>
STOCK WARRANTS
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 expiration on September 1, 2008. As of
December 31, 1999, there were 300,000 Dividend Warrants outstanding.
In connection with the unit offering referred to in footnote 1, the Company
issued warrants (the "Unit Warrants") to purchase an aggregate of 196,000 shares
of the Company's common stock. Each Unit Warrant entitles the holder thereof to
purchase one share of common stock at an exercise price of $12.00 per share,
subject to adjustment for certain events, beginning any time after April 8,
2000, until the Dividend Warrant's expiration on October 8, 2001. As of December
31, 1999, there were 196,000 Unit Warrants outstanding.
55
<PAGE>
12. REGULATORY MATTERS
The Company and the Bank are subject to various regulatory capital requirements
administered by the federal banking agencies. Failure to meet minimum capital
requirements can initiate certain mandatory - and possibly additional
discretionary - actions by regulators that, if undertaken, could have a direct
material effect on the Company's financial statements. Under capital adequacy
guidelines and the regulatory framework for prompt corrective action, the Bank
must meet specific capital guidelines that involve quantitative measures of the
Bank's assets, liabilities and certain off-balance sheet items as calculated
under regulatory accounting practices. The Bank's capital amounts and
classification are also subject to qualitative judgments by the regulators about
components, risk weighting and other factors.
Quantitative measures established by regulation to ensure capital adequacy
require the Bank to maintain minimum amounts and ratios set forth in the table
below of total and Tier 1 capital (as defined in the regulations) to
risk-weighted assets (as defined), and of Tier 1 capital (as defined) to average
assets (as defined). Management believes, as of December 31, 1999, that the Bank
meets all capital adequacy requirements to which it is subject.
Due to the Bank's recent conversion, as of December 31, 1999, the Bank had not
been categorized by the Federal Reserve under the regulatory framework for
prompt corrective action. To be categorized as well-capitalized, the Bank must
maintain minimum total risk-based, Tier 1 risk-based and Tier 1 leverage ratios
as set forth in the table. There are no conditions or events that management
believes would prevent the Bank from being categorized as well-capitalized. The
table below shows the regulatory capital as of December 31, 1999.
<TABLE>
<CAPTION>
To Be Well-Capitalized
Under Prompt Corrective
For Capital Adequacy Action Provisions
Actual Purposes
Amount Ratio Amount Ratio Amount Ratio
------ ----- ------ ----- ------ -----
<S> <C> <C> <C> <C> <C> <C>
Total Risk-Based Capital
(to risk-weighted assets) $3,875,000 46.2% $670,000 8.0% $838,000 10.0%
Tier I Capital
(to risk-weighted assets)
$3,755,000 44.8% $335,000 4.0% $503,000 6.0%
Tier I Capital
(to average assets) $3,755,000 26.1% $575,000 4.0% $718,000 5.0%
</TABLE>
56
<PAGE>
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
There has been no occurrence requiring a response to this item.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
Certain information relating to directors and executive officers of the
Company and Section 16(a) beneficial ownership reporting compliance is
incorporated by reference herein from the Company's proxy statement in
connection with its 2000 Annual Meeting of Stockholders, which proxy statement
will be filed with the Securities and Exchange Commission no later than 120 days
after the end of the fiscal year covered by this Annual Report on Form 10-KSB.
ITEM 10. EXECUTIVE COMPENSATION
Certain information relating to executive compensation is incorporated
by reference herein from the Company's proxy statement in connection with its
2000 Annual Meeting of Stockholders, which proxy statement will be filed with
the Securities and Exchange Commission no later than 120 days after the end of
the fiscal year covered by this Annual Report on Form 10-KSB.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Certain Information relating to security ownership of directors,
director nominees, 5% beneficial owners and management is incorporated by
reference herein from the Company's proxy statement in connection with its 2000
Annual Meeting of Stockholders, which proxy statement will be filed with the
Securities and Exchange Commission no later than 120 days after the end of the
fiscal year covered by this Annual Report on Form 10-KSB.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Certain information relating to certain relationships and related
transactions is incorporated by reference herein from the Company's proxy
statement in connection with its 2000 Annual Meeting of Stockholders, which
proxy statement will be filed with the Securities and Exchange Commission no
later than 120 days after the end of the fiscal year covered by this Annual
Report on Form 10-KSB.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits. The following exhibits are filed with or incorporated by reference
into this report.
57
<PAGE>
<TABLE>
<CAPTION>
Exhibit No.: Exhibit:
- ------------ --------
<S> <C>
3.1 Articles of Incorporation of the Registrant***
3.2 Amended and Restated Bylaws of the Registrant**
4.1 Form of Purchase Warrant**
4.2 Form of Dividend Warrant**
4.3 Form of Stock Certificate***
10.1 AmericasBank Corp. Stock Option Plan, as amended
10.2 Form of Founder Loan Agreement by and among the Registrant, the
organizers of the Registrant and certain other parties regarding
organizational loans to the Registrant***
10.3 Indemnity Agreement by and among the Registrant, AmericasBank (in
organization) and Rushmore Trust and Savings, FSB***
10.4 Agreement of Lease by and between the AmericasBank Holdings
Corporation and Network Processing, LLC**
10.5 Employment Agreement between AmericasBank and Richard J. Hunt,
Jr.**
10.6 Amendment to Employment Agreement between AmericasBank and
Richard J. Hunt, Jr.*
10.7 Branch Purchase and Assumption Agreement by and between
AmericasBank (in organization) and Rushmore Trust & Savings,
FSB***
10.8 Modification to Branch Purchase and Assumption
Agreement by and between AmericasBank and Rushmore
Trust & Savings, FSB***
10.9 Second Modification to Branch Purchase and Assumption
Agreement by and between AmericasBank and Rushmore
Trust & Savings, FSB***
10.10 Third Modification to Branch Purchase and Assumption
Agreement by and between AmericasBank and Rushmore
Trust & Savings, FSB****
10.11 Loan Purchase and Assumption Agreement by and between
AmericasBank (in organization) and Rushmore Trust &
Savings, FSB***
10.12 Modification to Purchase and Assumption Agreement by and between
AmericasBank and Rushmore Trust & Savings, FSB***
10.13 Second Modification to Loan Purchase and Assumption
Agreement by and between AmericasBank and Rushmore
Trust & Savings, FSB***
</TABLE>
58
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
10.14 Third Modification to Loan Purchase and Assumption
Agreement by and between AmericasBank and Rushmore
Trust & Savings, FSB****
10.15 Purchase and Sale Agreement by and between NationsBank, N.A. and
AmericasBank Holdings Corporation****
21 Subsidiaries of the Registrant**
27A Financial Data Schedule for the 12 months ended December 31, 1998*
27B Financial Data Schedule for the 12 months ended December 31, 1999
</TABLE>
* Items 10.6 and 27A, as listed above, were previously filed by the Company as
Exhibits (with Exhibit Numbers 6E and 27B to the Company's Annual Report on Form
10-KSB, filed on March 31, 1999, and such documents are incorporated herein by
reference.
** Items 3.2, 4.1, 4.2, 10.4, 10.5 and 21 as listed above, were previously filed
by the Company as Exhibits (with Exhibit Numbers 2B, 3A, 3B, 6C, 6D and 21) to
the Company's Registration Statement on Form SB-1, as amended, filed on August
13, 1998 (SEC File No. 333-61335), and such documents are incorporated herein by
reference.
*** Items 3.1, 4.3, 10.2, 10.3, 10.7, 10.8, 10.9, 10.11, 10.12 and 10.13, as
listed above, were previously filed by the Company as Exhibits (with Exhibit
Numbers 2A, 12B, 6A, 6B, 8A(i), 8A(ii), 8A(iii), 8B(i), 8B(ii) and 8B(iii)) to
the Company's Registration Statement on Form SB-1, as amended, filed on June 10,
1997 (SEC File No.
333-28881), and such documents are incorporated herein by reference.
**** Items 10.10, 10.14 and 10.15, as listed above, were previously filed by the
Company as Exhibits (with Exhibit Numbers 8A(iv), 8B(iv) and 8C) to the
Company's Annual Report on Form 10-KSB, filed on March 31, 1998, and such
documents are incorporated herein by reference.
(b) Reports of Form 8-K. During the quarter ended December 31, 1999, the Company
filed with the Securities and Exchange Commission a Current Report on Form 8-K,
Item 5, dated September 24, 1999, to report the conversion of the Bank from a
federal stock savings bank to a Maryland chartered trust company exercising the
powers of a commercial bank and the Company's becoming a bank holding company
under the Bank Holding Company Act of 1956, as amended.
59
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
AMERICASBANK CORP.
Date: March 23, 2000 By: /s/ Kenneth D. Pezzulla
---------------------------------
Kenneth D. Pezzulla,
Chairman of the Board
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ Mark Atas
- -----------------------------
Mark Atas Director March 23, 2000
- -----------------------------
Garbis Baklayan Director March __, 2000
- -----------------------------
Nicholas J. Belitsos, M.D. Director March __, 2000
/s/ Thomas M. Brandt, Jr.
- -----------------------------
Thomas M. Brandt, Jr. Director March 23, 2000
- -----------------------------
Cynthia B. Conklin Director March __, 2000
/s/ William A. Fogle
- -----------------------------
William A. Fogle Director March 23, 2000
/s/ Constantine Frank
- -----------------------------
Constantine Frank Director March 23, 2000
/s/ Steven T. Hudson
- -----------------------------
Steven T. Hudson Chief Financial Officer March 23, 2000
(Principal Financial and Accounting
Officer)
/s/ Charles Imhoff
- -----------------------------
Charles Imhoff Director March 23, 2000
</TABLE>
60
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ J. Clarence Jameson, III
- -----------------------------
J. Clarence Jameson, III Director March 23, 2000
/s/ Kemp Jayadeva
- -----------------------------
Kemp Jayadeva Director March 23, 2000
/s/ Norman H. Katz
- -----------------------------
Norman H. Katz Director March 23, 2000
/s/ Shawki N. Malek, M.D.
- -----------------------------
Shawki N. Malek, M.D. Director March 23, 2000
/s/ Mark D. Noar, M.D.
- -----------------------------
Mark D. Noar, M.D. Director March 23, 2000
/s/ Larry D. Ohler
- -----------------------------
Larry D. Ohler Director March 23, 2000
/s/ Kenneth D. Pezzulla Chairman of the Board (Principal
- ----------------------------- Executive Officer) March 23, 2000
Kenneth D. Pezzulla
- -----------------------------
Nina Rao, M.D. Director March __, 2000
/s/ Ramon F. Roig
- -----------------------------
Ramon F. Roig, M.D. Director March 23, 2000
/s/ Michael Stern
- -----------------------------
Michael Stern Director March 23, 2000
- -----------------------------
Lee W. Warner Director March __, 2000
/s/ Carl Wright
- -----------------------------
Carl Wright Director March 23, 2000
</TABLE>
61
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
<S> <C>
3.1 Articles of Incorporation of the Registrant***
3.2 Amended and Restated Bylaws of the Registrant**
4.1 Form of Purchase Warrant**
4.2 Form of Dividend Warrant**
4.3 Form of Stock Certificate***
10.1 AmericasBank Corp. Stock Option Plan, as amended
10.2 Form of Founder Loan Agreement by and among the Registrant, the
organizers of the Registrant and certain other parties regarding
organizational loans to the Registrant***
10.3 Indemnity Agreement by and among the Registrant, AmericasBank (in
organization) and Rushmore Trust and Savings, FSB***
10.4 Agreement of Lease by and between the AmericasBank Holdings
Corporation and Network Processing, LLC**
10.5 Employment Agreement between AmericasBank and Richard J. Hunt,
Jr.**
10.6 Amendment to Employment Agreement between AmericasBank and
Richard J. Hunt, Jr.*
10.7 Branch Purchase and Assumption Agreement by and between
AmericasBank (in organization) and Rushmore Trust & Savings,
FSB***
10.8 Modification to Branch Purchase and Assumption
Agreement by and between AmericasBank and Rushmore
Trust & Savings, FSB***
10.9 Second Modification to Branch Purchase and Assumption
Agreement by and between AmericasBank and Rushmore
Trust & Savings, FSB***
10.10 Third Modification to Branch Purchase and Assumption
Agreement by and between AmericasBank and Rushmore
Trust & Savings, FSB****
10.11 Loan Purchase and Assumption Agreement by and between
AmericasBank (in organization) and Rushmore Trust &
Savings, FSB***
10.12 Modification to Purchase and Assumption Agreement by and between
AmericasBank and Rushmore Trust & Savings, FSB***
10.13 Second Modification to Loan Purchase and Assumption
Agreement by and between AmericasBank and Rushmore
Trust & Savings, FSB***
</TABLE>
62
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
10.14 Third Modification to Loan Purchase and Assumption
Agreement by and between AmericasBank and Rushmore
Trust & Savings, FSB****
10.15 Purchase and Sale Agreement by and between NationsBank, N.A. and
AmericasBank Holdings Corporation****
21 Subsidiaries of the Registrant**
27A Financial Data Schedule for the 12 months ended December 31, 1998*
27B Financial Data Schedule for the 12 months ended December 31, 1999
</TABLE>
* Items 10.6 and 27A, as listed above, were previously filed by the Company as
Exhibits (with Exhibit Numbers 6E and 27B to the Company's Annual Report on Form
10-KSB, filed on March 31, 1999, and such documents are incorporated herein by
reference.
** Items 3.2, 4.1, 4.2, 10.4, 10.5 and 21 as listed above, were previously filed
by the Company as Exhibits (with Exhibit Numbers 2B, 3A, 3B, 6C, 6D and 21) to
the Company's Registration Statement on Form SB-1, as amended, filed on August
13, 1998 (SEC File No. 333-61335), and such documents are incorporated herein by
reference.
*** Items 3.1, 4.3, 10.2, 10.3, 10.7, 10.8, 10.9, 10.11, 10.12 and 10.13, as
listed above, were previously filed by the Company as Exhibits (with Exhibit
Numbers 2A, 12B, 6A, 6B, 8A(i), 8A(ii), 8A(iii), 8B(i), 8B(ii) and 8B(iii)) to
the Company's Registration Statement on Form SB-1, as amended, filed on June 10,
1997 (SEC File No.
333-28881), and such documents are incorporated herein by reference.
**** Items 10.10, 10.14 and 10.15, as listed above, were previously filed by the
Company as Exhibits (with Exhibit Numbers 8A(iv), 8B(iv) and 8C) to the
Company's Annual Report on Form 10-KSB, filed on March 31, 1998, and such
documents are incorporated herein by reference.
63
1
EXHIBIT 10.1
AMERICASBANK CORP.
STOCK OPTION PLAN, AS AMENDED
AmericasBank Corp. (the "Corporation") sets forth herein the terms of
this Stock Option Plan (the "Plan") as follows:
1. PURPOSE.
The Plan is intended to advance the interests of the Corporation by
providing eligible individuals (as designated pursuant to Section 4 below) with
an opportunity to acquire or increase a proprietary interest in the Corporation,
which thereby will create a stronger incentive to expend maximum effort for the
growth and success of the Corporation and its subsidiaries, and will encourage
such eligible individuals to remain in the employ of the Corporation or that of
one or more of its subsidiaries. Each stock option granted under the Plan (an
"Option") is intended to be an "incentive stock option" ("Incentive Stock
Option") within the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended, or the corresponding provision of any subsequently enacted tax
statute (the "Code"), except (i) to the extent that any such Option would exceed
limitations set forth in Section 7 below; and (ii) for Options specifically
designated at the time of grant as not being Incentive Stock Options; and (iii)
for Options granted to non-employee directors of the Company or a subsidiary of
the Company (a "Subsidiary").
2. ADMINISTRATION.
(a) COMMITTEE. The Board of Directors of the Corporation (the "Board")
shall appoint a compensation committee (the "Committee") to the extent permitted
by the By-Laws of the Corporation and applicable law and such Committee shall be
composed solely of two or more Non-Employee Directors as such term is defined in
Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended, or
shall otherwise be constituted in accordance with Rules promulgated under
Section 16 of said Act from time to time. The Board may remove members, add
members, and fill vacancies on the Committee from time to time, all in
accordance with the Corporation's Articles of Incorporation and By-Laws, and
with applicable law. The majority vote of the Committee, or acts reduced to or
approval in writing by a majority of the members of the Committee, shall be
valid acts of the Committee.
(b) ADMINISTRATION. The Plan shall be administered by the Committee
which shall have full power and authority to take all actions, and to make all
determinations required or provided for under the Plan or any Option granted or
Option Agreement (as defined in Section 8 below) entered into hereunder and all
such actions and determinations not inconsistent with the specific terms and
provisions of the Plan deemed by the Committee to be necessary or appropriate to
the administration of the Plan or any Option granted or Option Agreement entered
into hereunder. Unless otherwise expressly determined or overruled by the Board,
the interpretation and construction by the Committee of any provision of the
Plan or of any Option granted or Option Agreement entered into hereunder shall
be final and conclusive. The Committee may make different determinations for
different Plan participants regarding the Plan, Options or Option Agreement. The
Committee shall cause a copy of this Plan to be delivered to each participant in
the Plan.
(c) NO LIABILITY. No member of the Board or of the Committee shall be
liable for any action or determination made in good faith with respect to the
Plan or any Option granted or Option Agreement entered into hereunder.
(d) DELEGATION TO THE COMMITTEE. In the event that the Plan or any
Option granted or Option Agreement entered into hereunder provides for any
action to be taken by or determination to be made by the Board, such action may
be taken by or such determination may be made by the Committee if the power and
authority to do so has been delegated to the Committee by the Board as provided
for in Section 2(a) above.
1
<PAGE>
3. STOCK.
The stock that may be issued pursuant to Options granted under the Plan
shall be shares of Common Stock, par value $.01 per share, of the Corporation
(the "Stock"), which shares may be authorized but unissued shares or shares that
may be purchased by the Corporation in the open market or in private
transactions. The number of shares of Stock that may be issued pursuant to
Options granted under the Plan shall not exceed in the aggregate 74,400 shares,
which number of shares is subject to adjustment as hereinafter provided in
Section 17 below. If any Option expires, terminates, or is terminated or
canceled for any reason prior to exercise in full, the shares of Stock that were
subject to the unexercised portion of such Option shall be available for future
Options granted under the Plan. Shares withheld or surrendered for the payment
of taxes or shares surrendered in payment of the exercise price of an Option may
not be again available for awards under the Plan.
4. ELIGIBILITY.
(a) EMPLOYEES. Options may be granted under the Plan to any full-time
employee of the Corporation or any Subsidiary (including any such employee who
is an officer or director of the Corporation or any Subsidiary) as the Committee
shall determine and designate from time to time prior to expiration or
termination of the Plan. For this purpose, a full-time employee is one who is
customarily employed at least 20 hours per week.
(b) NON-EMPLOYEE DIRECTORS OF THE CORPORATION. Each non-employee
director of the Corporation serving on the effective date of the Plan, as set
forth in Section 5 hereof, shall be granted an option on the effective date to
purchase 20 shares of the Stock for each Board of Directors meeting and Capital
Committee meeting attended by such person from August 1, 1996 through and
including the effective date, and 20 shares of the Stock for each other Board
committee meeting attended by such person from January 1, 1998 through and
including the effective date. Thereafter, until March 26, 1999, each
non-employee director of the Corporation shall be granted an option as of the
date of his or her attendance at a meeting of the Board of Directors of the
Corporation or of a Board committee to purchase 20 shares of the Stock.
Each non-employee director of the Company or any Subsidiary who is
serving as such on the effective date of the amendments to the Plan, as set
forth in Section 5 hereof, shall be granted options on such date to purchase 20
shares of Common Stock for each meeting of the Board of Directors of the Company
or committee thereof or meeting of a committee of the Board of Directors of a
Subsidiary, attended by such person from March 27, 1999 through and including
the effective date of the amendments to the Plan. Thereafter, each non-employee
director of the Company or any Subsidiary shall be granted an option to purchase
20 shares of Common Stock as of the date of his or her attendance at a meeting
of the Board of Directors of the Company or a committee thereof, or a meeting of
a committee of the Board of Directors of a Subsidiary.
Each Option granted to a non-employee directors shall be granted at an
Option Price equal to the greater of par value or 100 percent of the fair market
value of a share of Stock on the date of grant, which value shall be determined
as set forth in Section 9 hereof. The Board of Directors may from time to time
grant to non-employee directors such other options as the Board of Directors
shall determine to be reasonable, all of which options shall be granted at an
Option Price equal to the greater of par value or 100 percent of the fair market
value of a share of Stock on the date of grant, which value shall be determined
as set forth in Section 9 hereof.
5. EFFECTIVE DATE AND TERM OF THE PLAN.
(a) EFFECTIVE DATE. The Plan shall be effective as of June 1,1998 (the
"Effective Date"), subject to approval by the Board and the approval by holders
of a majority of the shares of the Stock voted. If the stockholders do not
approve the Plan within 12 months after the Board approves the Plan, then the
Plan and any grants of Options hereunder shall be void.
2
<PAGE>
The effective date of the amendments to the Plan shall be May 27, 1999,
subject to approval by the holders of a majority of the shares of the Stock
voted. If the stockholders do not approve the amendments to the Plan within 12
months after the Board approves the amendments to the Plan, then the amendments
and any grants of Options pursuant to or as a result of such amendments shall be
void.
(b) TERM. The Plan shall terminate on the 10th anniversary of the
Effective Date.
6. GRANT OF OPTIONS.
Subject to the terms and conditions of the Plan, the Committee may, at
any time and from time to time, prior to the date of termination of the Plan,
grant to such eligible individuals as the Committee may determine ("Optionees"),
Options to purchase such number of shares of the Stock on such terms and
conditions as the Committee may determine, including any terms or conditions
which may be necessary to qualify such Options as Incentive Stock Options under
Section 422 of the Code. The date on which the Committee approves the grant of
an Option shall be considered the date on which such Option is granted
7. LIMITATION ON OPTIONS RECEIVED IN CALENDAR YEAR.
An Option (other than an Option described in exception (i) or (ii) or
(iii) of Section 1) shall constitute an Incentive Stock Option to the extent
that the aggregate fair market value (determined at the time the Option is
granted) of the Stock with respect to which Incentive Stock Options are
exercisable for the first time by an Optionee during any calendar year (under
the Plan and all other plans of the Optionee's employer corporation and its
parent and subsidiary corporations within the meaning of Section 422(d) of the
Code) does not exceed $100,000. This limitation shall be applied by taking
Options into account in the order in which they were granted.
8. OPTION AGREEMENTS.
All Options granted pursuant to the Plan shall be evidenced by written
agreements ("Option Agreements"), to be executed by the Corporation and by the
Optionee, in such form or forms as the Committee shall from time to time
determine. Option Agreements covering Options granted from time to time or at
the same time need not contain similar provisions; provided, however, that all
such Option Agreements shall comply with all terms of the Plan.
9. OPTION PRICE.
The purchase price of each share of the Stock subject to an Option (the
"Option Price") shall be fixed by the Committee and stated in each Option
Agreement; provided, however that the purchase price of any Option intended to
be an Incentive Stock Option shall be not less than the greater of par value or
100% of the fair market value of a share of the Stock on the date the Option is
granted; provided further, that in the event the Optionee would otherwise be
ineligible to receive an Incentive Stock Option by reason of the provisions of
Sections 422(b)(6) and 424(d) of the Code (relating to stock ownership of more
than 10%), the Option Price of an Option which is intended to be an Incentive
Stock Option shall be not less than the greater of par value or 110% of the fair
market value of a share of Stock at the time such Option is granted. In the
event that the Stock is listed on an established national or regional stock
exchange, is quoted on a quotation system of The Nasdaq Stock Market, Inc., or
is publicly traded in an established securities market, in determining the fair
market value of the Stock, the Committee shall use the closing price of the
Stock on such exchange or system or in such market (the highest such closing
price if there is more than one such exchange or market) on the date the Option
is granted or, if such date was not a trading date, on the trading date
immediately preceding the date the Option is granted (or, if there is no such
closing price, then the Committee shall use the mean between the highest bid and
the lowest asked prices or between the high and low prices on such date). If
there is no established market for the Stock, then the fair market value shall
be established by the Committee in good faith.
3
<PAGE>
10. TERM AND EXERCISE OF OPTIONS.
(a) TERM. Each Option granted under the Plan shall terminate, and all
rights to purchase shares thereunder shall cease no later than the expiration of
ten years from the date such Option is granted, as may be fixed by the Committee
and stated in the Option Agreement relating to such Option; provided, however,
that in the event the Optionee would otherwise be ineligible to receive an
Incentive Stock Option by reason of the provisions of Sections 422(b)(6) and
424(d) of the Code (relating to stock ownership of more than 10%), an Option
granted to such Optionee which is intended to be an Incentive Stock Option shall
in no event be exercisable after the expiration of five years from the date it
is granted.
(b) OPTION PERIOD AND LIMITATIONS OR EXERCISE. Except as otherwise
provided in an Option Agreement, each Option granted may be exercised in whole
or in part at any time after the date of grant. Notwithstanding the foregoing,
the Committee, subject to the terms and conditions of the Plan, may in its sole
discretion provide other time periods during which an Option may be exercised in
whole or in part while such Option is outstanding. Any limitation on the
exercise of an Option may be rescinded, modified or waived by the Committee, in
its sole discretion, at any time and from time to time after the date of grant
of such Option so as to accelerate the time at which the Option may be
exercised.
(c) METHOD OF EXERCISE. An Option that is exercisable hereunder may be
exercised by delivery to the Corporation on any business day, at its principal
office, addressed to the attention of the Committee, of written notice of
exercise, which notice shall specify the number of shares with respect to which
the Option is being exercised, accompanied by payment of the Option Price except
as provided in this Subsection (c). The minimum number of shares of Stock with
respect to which an Option may be exercised, in whole or in part, at any time
shall be the lesser of 100 shares or the maximum number of shares available for
purchase under the Option at the time of exercise. Payment of the Option Price
for the shares of Stock purchased pursuant to the exercise of an Option shall be
made (i) in cash or in cash equivalents; (ii) through the tender to the
Corporation of shares of Stock, which shares shall be valued, for purposes of
determining the extent to which the Option Price has been paid thereby, at their
fair market value (determined in the manner described in Section 9 above) on the
date of exercise; (iii) through the tender to the Corporation of Options, to the
extent of the difference between the Option Price and the fair market value of
the shares of Stock subject to such Option (determined in the manner described
in Section 9 above) on the exercise date; or (iv) by combination of the methods
described in (i), (ii), and (iii) above. Payment in full of the Option Price
need not accompany the written notice of exercise provided the notice of
exercise directs that the Stock certificate or certificates for the shares for
which the Option is exercised be delivered to a licensed broker applicable to
the Corporation as the agent for the individual exercising the Option and, at
the time such Stock certificate or certificates are delivered, the broker
tenders to the Corporation cash (or cash equivalents acceptable to the
Corporation) equal to the Option Price for the shares of Stock purchased
pursuant to the exercise of the Option plus the amount (if any) of federal
and/or the taxes which the Corporation may, in its judgment, be required to
withhold with respect to the exercise of the Option. An attempt to exercise any
Option granted hereunder other than as set forth above shall be invalid and of
no force and effect. Promptly after the exercise of an Option and the payment in
full of the Option Price of the shares of Stock covered thereby, the individual
exercising the Option shall be entitled to the issuance of a Stock certificate
or certificates evidencing his ownership of such shares; provided, however, that
the Corporation shall have the right to withhold and deduct from the number of
shares of Stock deliverable upon exercise of an Option, a number of shares
having an aggregate fair market value (determined in the manner described in
Section 9 above) equal to the amount of any taxes and other charges the
Corporation or any Subsidiary is obligated to withhold or deduct from amounts
payable to such individual. A separate Stock certificate or certificates shall
be issued for any shares purchased pursuant to the exercise of an Option which
is an Incentive Stock Option, which certificate or certificates shall not
include any shares which were purchased pursuant to the exercise of an Option
which is not an Incentive Stock Option. An individual holding or exercising an
Option shall have none of the rights of a shareholder until the shares of Stock
covered thereby are fully paid and issued to him and, except as provided in
Section 17 below, no adjustment shall be made for dividends or other rights, if
any, for which the record date is prior to the date of such issuance.
4
<PAGE>
11. TRANSFERABILITY OF OPTIONS.
During the lifetime of an Optionee to whom an Option is granted, only
such Optionee (or, in the event of legal incapacity or incompetency, the
Optionee's guardian or legal representative) may exercise the Option. No Option
shall be assignable or transferable by the Optionee to whom it is granted, other
than by will or the laws of the descent and distribution.
12. TERMINATION OF SERVICE OR EMPLOYMENT.
Upon the termination of the employment of an Optionee with the
Corporation or a Subsidiary, any Option granted pursuant to the Plan shall
terminate three months after the date of such termination of employment, unless
earlier terminated pursuant to Section 10(a) above, and such Optionee shall have
no further right to purchase shares of Stock pursuant to such Option; provided
however, that if such termination is by reason of (i) the death or "permanent
and total disability" (within the meaning of Section 22(e)(3) of the Code) of
such Optionee, then termination of the Option shall be governed by Section 13
hereof, or (ii) the dismissal of such Optionee for dishonesty or commission of a
crime or for any reason constituting "cause" under the terms of an employment
agreement, if any, between the Optionee and the Corporation or a Subsidiary, or
for "cause" as otherwise determined by the Corporation in good faith, then the
Option shall terminate on the effective date of such dismissal. Notwithstanding
the foregoing, however, the Committee may provide, by inclusion of appropriate
language in an Option Agreement, that an Optionee may (subject to the general
limitations on exercise set forth in Section 10(b) above), in the event of
termination of employment of the Optionee with the Corporation or a Subsidiary,
exercise an Option, in whole or in part, at any time subsequent to such
termination of employment and prior to termination of the Option as provided in
Section 10(a) above either subject to or without regard to any installment
limitation or exercise imposed pursuant to Section 10(b) above. Whether a leave
of absence or leave on military or government services shall constitute a
termination of employment for purposes of the Plan shall be determined by the
Committee, which determination shall be final and conclusive. For purposes of
the Plan, a termination of employment with the Corporation or a Subsidiary shall
not be deemed to occur if immediately thereafter the Optionee is employed with
the Corporation or any Subsidiary.
Any option granted to a non-employee director shall terminate on the
first anniversary of the effective date of termination of such person's service
on the Board of Directors or such earlier time specified in an Option Agreement
for such option. Notwithstanding the foregoing, any option granted to a
non-employee director shall terminate one year following the date in which a
non-employee director ceases to be a member of the Board of Directors by reason
of death or "permanent and total disability "as defined in Section 13(b) hereof.
13. RIGHTS IN THE EVENT OF DEATH OR DISABILITY
(a) DEATH OF AN EMPLOYEE. If an Optionee dies while employed by the
Corporation or a Subsidiary, the executors or administrators or legatees or
distributees of such Optionee's estate shall have the right (subject to the
general limitations on exercise set forth in Section 10(b) above), at any time
within one year after the date of such Optionee's death and prior to termination
of the Option as provided in Section 10(a) above, to exercise, in whole or in
part, any Option held by such Optionee at the date of such Optionee's death,
whether or not such Option was exercisable immediately prior to such Optionee's
death; provided, however, that the Committee may provide, by inclusion of
appropriate language in an Option Agreement, that, in the event of the death of
the Optionee, the executors or administrators or legatees or distributees of
such Optionee's estate may exercise an Option (subject to the general
limitations on exercise set forth in Section 10(b) above), in whole or in part,
at any time subsequent to such Optionee's death and prior to termination of the
Option as provided in Section 10(a) above, either subject to or without regard
to any installment limitation on exercise imposed pursuant to Section 10(b)
above.
(b) DISABILITY OF AN EMPLOYEE. If an Optionee terminates employment
with the Corporation or a Subsidiary by reason of the "permanent and total
disability" (within the meaning of Section 22(e)(3) of the
5
<PAGE>
Code) of such Optionee, then such Optionee shall have the right (subject to the
general limitations on exercise set forth in Section 10(b) above), at any time
within one year after such termination of employment and prior to termination of
the Option as provided in Section 10(a) above, to exercise, in whole or in part,
any Option held by such Optionee at the date of such termination of employment,
whether or not such Option was exercisable immediately prior to such termination
of employment; provided, however, that the Committee may provide, by inclusion
of appropriate language in the Option Agreement, that the Optionee may (subject
to the general limitations on exercise set forth in Section 10(b) above), in the
event of the termination of employment of the Optionee with the Corporation or a
Subsidiary by reason of the "permanent and total disability" (within the meaning
of Section 22(e)(3) of the Code) of such Optionee, exercise an Option, in whole
or in part, at any time subsequent to such termination of employment and prior
to termination of the Option as provided in Section 10(a) above, either subject
to or without regard to any installment limitation on exercise imposed pursuant
to Section 10(b) above. Whether a termination of employment is to be considered
by reason of "permanent and total disability" for purposes of this Plan shall be
determined by the Committee, which determination shall be final and conclusive.
14. USE OF PROCEEDS.
The proceeds received by the Corporation from the sale of Stock
pursuant to Options granted under the Plan shall constitute general funds of the
Corporation.
15. REQUIREMENTS OF LAW.
(a) VIOLATIONS OF LAW. The Corporation shall not be required to sell or
issue any share of Stock under any Option if the sale or issuance of such shares
would constitute a violation by the individual exercising the Option or the
Corporation of any provision of any law or regulation of any governmental
authority, including without limitation any federal or state securities laws or
regulations. Specifically in connection with the Securities Act of 1933, as
amended, (as now in effect with respect to the shares covered by any Option),
unless a registration statement under such Act is in effect with respect to the
shares of Stock covered by such Option, the Corporation shall not be required to
sell or issue such shares unless the Corporation has received evidence
satisfactory to it that the holder of such Option may acquire such shares
pursuant to an exemption from registration under such Act, and the shares of
Stock to be issued upon the exercise of all or any portion of any Option granted
under the Plan shall be issued on the condition that the Optionee represents
that the purchase of Stock upon such exercise shall be for investment purposes
and not with a view to resale, distribution, offering, transferring, mortgaging,
pledging, hypothecating or otherwise disposing of any such Stock under the
circumstances which would constitute a public offering or distribution under the
Securities Act of 1933, as amended, or the securities laws of any state. No
share of Stock shall be issued upon the exercise of any Option unless the
Corporation shall have received from the Optionee a written statement
satisfactory to legal counsel for the Corporation containing the above
representations, stating that certificates representing such shares may bear a
legend restricting their transfer and stating that the Corporation's transfer
agent or agents may be given instructions to stop transfer of any certificate
bearing such legend. Such representation and restrictions provided for herein
shall not be required if (i) an effective registration statement for such shares
under the Securities Act of 1933, as amended, and any applicable state laws has
been filed with the Securities and Exchange Commission and with the appropriate
agency or commission of any state whose laws apply to the transaction, or (ii)
an opinion of counsel satisfactory to the Corporation has been delivered to the
Corporation to the effect that registration is not required under the Securities
Act of 1933, as amended, or under the applicable securities laws of any state.
Any determination by the Committee regarding the foregoing shall be final,
binding, and conclusive . The Corporation shall not be obligated to take any
affirmative action in order to cause the exercise of an Option or the issuance
of shares pursuant thereto to comply with any law or regulation or any
governmental authority.
(b) RESTRICTION ON TRANSFER OF STOCK. Unless a registration statement
under the Securities Act of 1933, as amended, is in effect, the certificate or
certificates for Stock issued upon the exercise of an Option shall bear the
following legend:
6
<PAGE>
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN
ACQUIRED PURSUANT TO AN INVESTMENT REPRESENTATION ON THE PART
OF THE HOLDER THEREOF AND SHALL NOT BE SOLD, PLEDGED,
HYPOTHECATED, DONATED, OR OTHERWISE TRANSFERRED, WHETHER OR
NOT FOR CONSIDERATION, EXCEPT UPON THE ISSUANCE TO THE ISSUER
OF A FAVORABLE OPINION OF ITS COUNSEL AND/OR THE SUBMISSION OF
OTHER EVIDENCE SATISFACTORY TO COUNSEL TO THE ISSUER, TO THE
EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE
SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE
SECURITIES LAWS.
16. AMENDMENT AND TERMINATION OF THE PLAN.
The Board may, at any time and from time to time, amend, suspend or
terminate the Plan as to any shares of Stock as to which Options have not been
granted. Except as permitted under Section 17 hereof, no amendment, suspension
or termination of the Plan shall, without the consent of the holder of the
Option, alter or impair rights or obligations under any Option theretofore
granted under the Plan. In no event, however, shall any amendment result in any
of the following, unless holders of at least a majority of the shares voted
approve such amendment:
1) Increasing the number of shares available for
Options (except subject to adjustments as provided in Section 17 of the Plan);
or
2) Materially increasing benefits available to
participants in the Plan.
17. EFFECT OF CHANGES IN CAPITALIZATION.
(a) CHANGES IN STOCK. If the outstanding shares of Stock are increased
or decreased or changed into or exchanged for a different number of kind of
shares or other securities of the Corporation by reason of any recapitalization,
reclassification, stock split-up, combination of shares, exchange of shares,
stock divided or other distribution payable in capital stock, or other increase
or decrease in such shares effected without receipt of consideration by the
Corporation, occurring after the effective date of the Plan, the number and
kinds of shares for the purchase of which Options may be granted under the Plan
shall be adjusted proportionately and accordingly by the Corporation. In
addition, the number and kind of shares for which Options are outstanding shall
be adjusted proportionately and accordingly so that the proportionate interest
of the holder of the Option immediately following such event shall, to the
extent practicable, be the same as immediately prior to such event. Any such
adjustment in outstanding Options shall not change the aggregate Option Price
payable with respect to shares subject to the unexercised portion in the Option
outstanding but shall include a corresponding proportionate adjustment in the
Option price per share.
(b) REORGANIZATION IN WHICH THE CORPORATION IS THE SURVIVING
CORPORATION. Subject to Subsection (d) hereof, if the Corporation shall be the
surviving corporation in any reorganization, merger, share exchange or
consolidation of the Corporation with one or more other corporations, any Option
theretofore granted pursuant to the Plan shall pertain to and apply to the
securities to which a holder of the number of shares of Stock subject to such
Option would have been entitled immediately following such reorganization,
merger, or consolidation, with a corresponding proportionate adjustment of the
Option Price per share so that the aggregate Option Price thereafter shall be
the same as the aggregate Option Price of the shares remaining subject to the
Option immediately prior to such reorganization, merger, or consolidation.
(c) REORGANIZATION IN WHICH THE CORPORATION IS NOT THE SURVIVING
CORPORATION OR SALE OF ASSETS OR STOCK. In the event of the commencement of a
tender offer (other than by the Corporation) for any shares of the Corporation
or a sale or transfer, in one or a series of transactions, of assets having a
fair market value of 50% or more of the fair market value of all assets of the
Corporation, or a merger,
7
<PAGE>
consolidation or share exchange pursuant to which shares of the Corporation may
be exchanged for or converted into cash, property or securities of another
issuer, or the liquidation of the Corporation (an "Extraordinary Event"), then
regardless of whether or not any Option granted pursuant to the Plan shall have
vested or become fully exercisable, all Options granted pursuant to the Plan
shall immediately vest and become fully exercisable for the full number of
shares subject to any such Option on and at all times after the "Event Date" of
the Extraordinary Event.
(i) The "Event Date" is the date of the commencement of the
tender offer, if the Extraordinary Event is a tender offer, and in the
case of any other Extraordinary Event, the day preceding the date as of
which shareholders of record become entitled to the consideration
payable in respect of such Extraordinary Event.
(ii) In the event of the exercise pursuant to this Section of
any Option the Option Price for which shall not have been fixed as of
the Event Date, the Option Price in respect of such Option shall be
equal to the average fair market value (determined in the manner
described in Section 9 above) for the 30 days preceding the
announcement or other publication of the Extraordinary Event.
(iii) In the event that an Optionee fails to exercise his or
her Option, in whole or in part, pursuant to this Section upon an
Extraordinary Event, the Corporation shall take such action as may be
necessary to enable each Optionee to receive upon any subsequent
exercise of his or her Option, in whole or in part, in lieu of shares
of the Corporation, securities or other assets as were issuable or
payable upon such Extraordinary Event in respect of, or in exchange
for, such shares.
(d) ADJUSTMENTS. Adjustments under this Section 17 related to stock or
securities of the Corporation shall be made by the Committee, whose
determination in that respect shall be final, binding, and conclusive. No
fractional shares of Stock or units of other securities shall be issued pursuant
to any such adjustment, and any fractions resulting from any such adjustment
shall be eliminated in each case by rounding downward to the nearest whole share
or unit.
(e) NO LIMITATIONS ON CORPORATION. The grant of an Option pursuant to
the Plan shall not affect or limit in any way the right or power of the
Corporation to make adjustments, to effect reclassifications, reorganizations or
changes of its capital or business structure or to merge, consolidate, dissolve
or liquidate, or sell or transfer all or any part of its business or assets.
18. DISCLAIMER OF RIGHTS.
No provision in the Plan or in any Option granted or Option Agreement
entered into pursuant to the Plan shall be construed to confer upon any
individual the right to remain in the employ or service of the Corporation or
any Subsidiary, or to interfere in any way with the right and authority of the
Corporation or any Subsidiary either to increase or decrease the compensation of
any individual at any time, or to terminate any employment or other relationship
between any individual and the Corporation or any Subsidiary.
19. NON-EXCLUSIVITY OF THE PLAN.
Neither the adoption of the Plan nor the submission of the Plan to the
shareholders of the Corporation for approval shall be construed as creating any
limitations upon the right and authority of the Board to adopt such other
incentive compensation arrangements (which arrangements may be applicable either
generally to a class or classes of individual or specifically to a particular
individual or individual(s)) as the Board in its discretion determines
desirable, including, without limitation, the granting of stock options
otherwise than under the Plan.
8
<PAGE>
20. WITHHOLDING.
All awards and payments under the Plan which are made to employees of
the Corporation are subject to withholding of all applicable taxes and the
Corporation shall have the right to withhold from any such award under the Plan
or to collect as a condition of any payment under the Plan, as applicable, any
taxes required by law to be withheld. To the extent provided by the Committee,
an Optionee may elect to have shares of Stock withheld upon the exercise of an
Option, or to surrender to the Corporation shares of Stock already owned by the
Optionee, to fulfill any tax withholding obligation.
9
EXHIBIT 21
SUBSIDIARIES OF AMERICASBANK CORP.
1. AmericasBank, a Maryland chartered trust company exercising the powers of a
commercial bank.
2. AmericasBank Holdings Corporation, a corporation incorporated under the laws
of the State of Maryland.
<TABLE> <S> <C>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 758,000
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 3,008,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 37,000
<INVESTMENTS-CARRYING> 1,764,000
<INVESTMENTS-MARKET> 1,737,000
<LOANS> 8,595,000
<ALLOWANCE> 139,000
<TOTAL-ASSETS> 15,101,000
<DEPOSITS> 10,824,000
<SHORT-TERM> 0
<LIABILITIES-OTHER> 388,000
<LONG-TERM> 0
0
0
<COMMON> 5,000
<OTHER-SE> 3,884,000
<TOTAL-LIABILITIES-AND-EQUITY> 15,101,000
<INTEREST-LOAN> 657,000
<INTEREST-INVEST> 301,000
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 958,000
<INTEREST-DEPOSIT> 429,000
<INTEREST-EXPENSE> 2,000
<INTEREST-INCOME-NET> 431,000
<LOAN-LOSSES> 54,000
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 1,141,000
<INCOME-PRETAX> (598,000)
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (598,000)
<EPS-BASIC> (1.26)
<EPS-DILUTED> (1.26)
<YIELD-ACTUAL> 4.05
<LOANS-NON> 69,000
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 85,000
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 139,000
<ALLOWANCE-DOMESTIC> 139,000
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
