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Previous: NETGEN 2000 INC, 10QSB, 2000-05-15 |
Next: COMPUTER AUTOMATION SYSTEMS INC, 10QSB, 2000-05-15 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from to
Commission file number 333-77593
United Americas Bankshares, Inc.
--------------------------------
(Exact name of registrant as specified in its charter)
Georgia 58-2399917
------------------------ -----------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
3789 Roswell Road
Atlanta, Georgia 30342
---------------------------------------- -----------
(Address of principal executive offices) (Zip Code)
404-240-0101
------------------
(Telephone Number)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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 / /
Common stock, no par value: 1,200,000 shares outstanding as of May 5, 2000
Transitional Small Business Disclosure Format
(check one)
Yes ____ No X
<PAGE>
UNITED AMERICAS BANKSHARES, INC.
INDEX
<TABLE>
<CAPTION>
Page No.
- ------------------------------------------------------------------------------------------------------------------
<S> <C>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheet (unaudited) at March 31, 2000 3
Consolidated Statement of Operations (unaudited) for the Three
Months Ended March 31, 2000 and 1999 4
Consolidated Statement of Cash Flows (unaudited) for the Three
Months Ended March 31, 2000 and 1999 5
Notes to Consolidated Financial Statements (unaudited) 6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 7
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 8
Item 2. Changes in Securities 8
Item 3. Defaults Upon Senior Securities 8
Item 4. Submission of Matters to a Vote of Security Holders 8
Item 5. Other Information 8
Item 6. Exhibits and Reports on Form 8-K 8
</TABLE>
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
UNITED AMERICAS BANKSHARES, INC.
Consolidated Balance Sheet
March 31, 2000
(Unaudited)
<TABLE>
<CAPTION>
Assets
------
<S> <C>
Cash and due from banks $ 242,586
Federal funds sold 3,890,000
------------
Cash and cash equivalents 4,132,586
Investment securities available for sale 8,540,510
Other investments 364,200
Loans, net 2,948,801
Premises and equipment, net 1,448,378
Accrued interest receivable and other assets 176,959
------------
Total Assets $ 17,611,434
============
Liabilities and Stockholders' Equity
------------------------------------
Liabilities:
Deposits:
Noninterest-bearing $ 757,030
Interest-bearing 6,390,214
------------
Total deposits 7,147,244
Accrued interest payable and other liabilities 24,769
------------
Total liabilities $ 7,172,013
------------
Stockholders' equity:
Preferred stock, no par value, 1,500,000 shares authorized;
no shares issued and outstanding $ --
Common stock, no par value; authorized
5,000,000 shares; issued and outstanding
1,200,000 shares --
Additional paid-in capital 11,535,961
Accumulated deficit (1,024,493)
Unrealized loss on securities available for sale, net of tax (72,047)
------------
Total stockholders' equity 10,439,421
------------
Total Liabilities and Stockholders' Equity $ 17,611,434
============
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE>
UNITED AMERICAS BANKSHARES, INC.
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
For the Three Months Ended March 31,
2000 1999
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Interest income:
Interest and fees on loans $ 34,025 $ --
Interest on federal funds sold 51,401 --
Investment securities 118,652 --
--------- ---------
Total interest income 204,078 --
--------- ---------
Interest expense:
Deposits 38,387 --
Other borrowings -- 5,695
--------- ---------
Total interest expense 38,387 5,695
--------- ---------
Net interest income (expense) 165,691 (5,695)
Provision for loan losses 31,000 --
--------- ---------
Net interest income (expense) after provision for loan losses 134,691 (5,695)
--------- ---------
Other income:
Service charges on deposit accounts 9,921 --
Other operating income 2,178 --
--------- ---------
Total other income 12,099 --
--------- ---------
Other expense:
Salaries and other personnel expense 176,883 122,132
Net occupancy and equipment expense 38,476 7,890
Other operating expense 100,497 94,574
--------- ---------
Total other expense 315,856 224,596
--------- ---------
Net loss $(169,066) $(230,291)
========= =========
Loss per common share based on average outstanding
shares of 1,200,000 in 2000 and 1999:
Net loss per share $ 0.14 $ 0.19
========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE>
UNITED AMERICAS BANKSHARES, INC.
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
For the Three Months Ended March 31,
2000 1999
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ -- $(169,066)
Adjustments to reconcile net loss to net
cash used by operating activities:
Provision for loan losses 31,000 --
Depreciation, amortization and accretion (1,400) --
Gain on paydowns of investment securities (59) --
Change in:
Accrued interest receivable and other assets (26,630) --
Accrued interest payable and other liabilities (16,905) --
----------- ---------
Net cash used by operating activities (183,060) (230,291)
----------- ---------
Cash flows from investing activities:
Proceeds from sales, maturities and paydowns
of investment securities available for sale 1,008,143 --
Purchases of investment securities available for sale (2,861,477) --
Purchases of other investments (34,200) --
Change in loans (2,831,955) --
Purchases of premises and equipment (122,837) (3,081)
Increase in deposits in other banks -- (75,194)
----------- ---------
Net cash used by investing activities (4,842,326) (78,275)
----------- ---------
Cash flows from financing activities:
Net change in deposits 4,434,460 --
Proceeds from note payable -- 320,000
----------- ---------
Net cash provided by financing activities 4,434,460 320,000
----------- ---------
Net change in cash and cash equivalents (590,926) 11,434
Cash and cash equivalents at beginning of the period 4,723,512 --
----------- ---------
Cash and cash equivalents at end of period $ 4,132,586 $ 11,434
=========== =========
Noncash investing activities:
Change in unrealized loss on securities available for sale, net of tax $ (34,898) $ --
Cash paid during the period for interest $ 52,780 $ 5,695
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE>
UNITED AMERICAS BANKSHARES, INC.
Notes to Consolidated Financial Statements
(Unaudited)
(1) Organization and Basis of Presentation
--------------------------------------
United Americas Bankshares, Inc. (the "Company"), a bank holding company,
owns 100% of the outstanding common stock of United Americas Bank,
National Association (the "Bank"), which operates in the Atlanta, Georgia
area. The Bank opened for business on September 20, 1999, and prior to
that date activities of the Company were devoted solely to securing
banking facilities, raising capital and procuring management and other
personnel.
The consolidated financial statements include the accounts of the Company
and the Bank. All intercompany accounts and transactions have been
eliminated in consolidation.
The interim financial statements included herein are unaudited but reflect
all adjustments which, in the opinion of management, are necessary for a
fair presentation of the financial position and results of operations for
the interim period presented. All such adjustments are of a normal
recurring nature. The results of operations for the period ended March 31,
2000 are not necessarily indicative of the results of a full year's
operations.
The accounting principles followed by the Company and the methods of
applying these principles conform with generally accepted accounting
principles ("GAAP") and with general practices within the banking
industry. In preparing financial statements in conformity with GAAP,
management is required to make estimates and assumptions that affect the
reported amounts in the financial statements. Actual results could differ
significantly from those estimates. Material estimates common to the
banking industry that are particularly susceptible to significant change
in the near term include, but are not limited to, the determinations of
the allowance for loan losses, the valuation of real estate acquired in
connection with or in lieu of foreclosure on loans, and valuation
allowances associated with deferred tax assets, the recognition of which
are based on future taxable income.
6
<PAGE>
Item 2.
UNITED AMERICAS BANKSHARES, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
For the Three Months Ended March 31, 2000 and 1999
FINANCIAL CONDITION
Total assets at March 31, 2000 were $17,611,434 representing a $4,213,592
(31%) increase from December 31, 1999. Deposits increased $4,434,460 (163%) from
December 31, 1999. Loans increased $2,800,955 (1,895%). The allowance for loan
losses at March 31, 2000 totaled $31,000, representing 1.04% of total loans. At
December 31, 1999 the Bank had no loan loss allowance due to the size of the
loan portfolio. Cash and cash equivalents decreased $590,926 from December 31,
1999, as a result of the items presented in the consolidated statement of cash
flows.
There were no related party loans or other loans which were considered
nonperforming at March 31, 2000.
RESULTS OF OPERATIONS
For the three months ended March 31, 2000, the Bank's yield on earning
assets has been 6.49%. The cost of funding sources for the three month period
ended March 31, 2000, was 4.45%. While net interest spread is 2.04%, net
interest margin, which considers the effect of non-interest bearing deposits,
was 5.26%.
CAPITAL
The following tables present United Americas Bankshares, Inc.'s regulatory
capital position at March 31, 2000:
Risk-Based Capital Ratios
-------------------------
Tier 1 Tangible Capital, Actual 146.31%
Tier 1 Tangible Capital minimum requirement 4.00%
-------
Excess 142.31%
=======
Total Capital, Actual 146.75%
Total Capital minimum requirement 8.00%
-------
Excess 138.75%
=======
Leverage Ratio
--------------
Tier 1 Tangible Capital to adjusted total assets
("Leverage Ratio") 71.57%
Minimum leverage requirement 3.00%
-------
Excess 68.57%
=======
7
<PAGE>
PART II. OTHER INFORMATION
UNITED AMERICAS BANKSHARES, INC.
Item 1. Legal Proceedings
-----------------
None
Item 2. Changes in Securities
---------------------]
None
Item 3. Defaults Upon Senior Securities
-------------------------------
None
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
None
Item 5. Other Information
-----------------
None
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
Exhibit 27 - Financial Data Schedule
Reports on Form 8-K - None
8
<PAGE>
UNITED AMERICAS BANKSHARES, INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
UNITED AMERICAS BANKSHARES, INC.
By: /s/ Vincent D. Cater
Vincent D. Cater
President and Chief Executive Officer
Date: May 15, 2000
By: /s/ Jorge L. Forment
Jorge L. Forment
Chief Financial Officer
Date: May 15, 2000
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
No. Description
- ------- -----------
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 243
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 3,890
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 8,541
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 364
<LOANS> 2,980
<ALLOWANCE> 31
<TOTAL-ASSETS> 17,611
<DEPOSITS> 7,147
<SHORT-TERM> 0
<LIABILITIES-OTHER> 25
<LONG-TERM> 0
0
0
<COMMON> 0
<OTHER-SE> 10,439
<TOTAL-LIABILITIES-AND-EQUITY> 17,611
<INTEREST-LOAN> 34
<INTEREST-INVEST> 119
<INTEREST-OTHER> 51
<INTEREST-TOTAL> 204
<INTEREST-DEPOSIT> 38
<INTEREST-EXPENSE> 38
<INTEREST-INCOME-NET> 166
<LOAN-LOSSES> 31
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 316
<INCOME-PRETAX> (169)
<INCOME-PRE-EXTRAORDINARY> (169)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (169)
<EPS-BASIC> 0.14
<EPS-DILUTED> 0.14
<YIELD-ACTUAL> 5.26
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 0
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 31
<ALLOWANCE-DOMESTIC> 31
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
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