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 June 30, 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 (Zip Code)
offices)
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 August 1, 2000
Transitional Small Business Disclosure Format
(check one)
Yes No X
--- ---
<PAGE>
UNITED AMERICAS BANKSHARES, INC.
INDEX
<TABLE>
Page No.
____________________________________________________________________________________________________________________
<S> <S> <C>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheet (unaudited) at June 30, 2000 3
Consolidated Statements of Operations (unaudited) for the Three and Six
Months Ended June 30, 2000 and 1999 4
Consolidated Statements of Comprehensive Income (unaudited) for the Six
Months Ended June 30, 2000 and 1999 5
Consolidated Statements of Cash Flows (unaudited) for the Six
Months Ended June 30, 2000 and 1999 6
Notes to Consolidated Financial Statements (unaudited) 7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 8
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 9
Item 6. Exhibits and Reports on Form 8-K 9
SIGNATURES 10
</TABLE>
This Report contains statements that constitute forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. These statements appear in a number of
places in this Report and include all statements regarding the intent, belief,
or current expectations of the Company, its directors, or its officers with
respect to, among other things: (i) the Company's financing plans; (ii) trends
affecting the Company's financial condition or results of operations; (iii) the
Company's growth strategy and operating strategy; and (iv) the declaration and
payment of dividends. Investors are cautioned that any such forward-looking
statements are not guarantees of future performance and involve risks and
uncertainties, and that actual results may differ materially from those
projected in the forward-looking statements as a result of various factors
discussed herein and those factors discussed in detail in the Company's filings
with the Securities and Exchange Commission.
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<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
UNITED AMERICAS BANKSHARES, INC.
Consolidated Balance Sheet
June 30, 2000
(Unaudited)
<TABLE>
Assets
------
<S> <C>
Cash and due from banks $ 330,587
Federal funds sold 965,000
-----------
Cash and cash equivalents 1,295,587
Investment securities available for sale 8,513,915
Other investments 364,200
Loans, net 6,790,292
Premises and equipment, net 1,437,201
Accrued interest receivable and other assets 248,668
-----------
$18,649,863
===========
Liabilities and Stockholders' Equity
------------------------------------
Liabilities:
Deposits:
Noninterest-bearing $ 959,043
Interest-bearing 4,335,579
-----------
Total deposits 5,294,622
Repurchase agreements 3,000,000
Accrued interest payable and other liabilities 93,222
-----------
Total liabilities 8,387,844
-----------
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 (1,192,163)
Unrealized loss on securities available for sale, net of tax (81,779)
-----------
Total stockholders' equity 10,262,019
-----------
$18,649,863
===========
See accompanying notes to consolidated financial statements.
</TABLE>
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<PAGE>
UNITED AMERICAS BANKSHARES, INC.
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
For the Three Months Ended For the Six Months Ended
June 30, June 30,
------------------------------- ----------------------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Interest income:
Interest and fees on loans $ 142,270 - 176,295 -
Interest on federal funds sold 19,471 - 70,872 -
Investment securities 147,319 - 265,971 -
-------- ------- -------- ---------
Total interest income 309,060 - 513,138 -
-------- ------- -------- ---------
Interest expense:
Deposits 59,102 - 97,489 -
Other borrowings 13,459 16,472 13,459 22,167
-------- ------- -------- ---------
Total interest expense 72,561 16,472 110,948 22,167
-------- ------- -------- ---------
Net interest income (expense) 236,499 (16,472) 402,190 (22,167)
Provision for loan losses 49,000 - 80,000 -
-------- ------- -------- ---------
Net interest income (expense) after
provision for loan losses 187,499 (16,472) 322,190 (22,167)
-------- ------- -------- ---------
Other income:
Service charges on deposit accounts 12,464 - 22,385 -
Other operating income 4,798 - 6,976 -
-------- ------- -------- ---------
Total other income 17,262 - 29,361 -
-------- ------- -------- ---------
Other expense:
Salaries and other personnel expense 204,731 16,334 381,614 138,466
Net occupancy and equipment expense 45,203 1,177 83,679 9,067
Other operating expense 122,497 (2,095) 222,994 92,479
-------- ------- -------- ---------
Total other expense 372,431 15,416 688,287 240,012
-------- ------- -------- ---------
Net loss $(167,670) (31,888) (336,736) (262,179)
======== ======= ======== =========
Loss per common share based on average outstanding
shares of 1,200,000 in 2000 and 1999:
Net loss per share $ (0.14) (0.03) (0.28) (0.22)
======== ======= ========= =========
See accompanying notes to consolidated financial statements.
</TABLE>
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<PAGE>
UNITED AMERICAS BANKSHARES, INC.
Statements of Comprehensive Income
For the Six Months Ended June 30, 2000 and 1999
(Unaudited)
<TABLE>
<CAPTION>
2000 1999
---- ----
<S> <C> <C>
Net loss $ (336,736) (262,179)
------- -------
Other comprehensive income, net of tax:
Unrealized gains (losses) on investment
securities available-for-sale:
Unrealized losses arising during the period (67,621) -
Less income tax expense related to these
unrealized losses arising during the period 22,991 -
-------- -------
Other comprehensive income (44,630) -
-------- -------
Comprehensive income (loss) $ (381,366) (262,179)
======= =======
See accompanying notes to consolidated financial statements.
</TABLE>
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<PAGE>
UNITED AMERICAS BANKSHARES, INC.
Consolidated Statements of Cash Flows
For the Six Months Ended June 30, 2000 and 1999
(Unaudited)
<TABLE>
<CAPTION>
2000 1999
---- ----
<S> <C> <C>
Net loss $ (336,736) (262,179)
Adjustments to reconcile net loss to net
cash used by operating activities:
Provision for loan losses 80,000 -
Depreciation, amortization and accretion (238) -
Gain on paydowns of investment securities (544) -
Change in:
Accrued interest receivable and other assets (90,339) 57,773
Deferred costs - (430,000)
Accrued interest payable and other liabilities 51,549 466,826
---------- ----------
Net cash used by operating activities (296,308) (167,580)
---------- ----------
Cash flows from investing activities:
Proceeds from maturities and paydowns
of investment securities available for sale 1,040,723 -
Purchases of investment securities available for sale (2,861,477) -
Purchases of other investments (34,200) -
Change in loans (6,722,446) -
Purchases of premises and equipment (136,055) (1,035,995)
---------- ----------
Net cash used by investing activities (8,713,455) (1,035,995)
---------- ----------
Cash flows from financing activities:
Net change in deposits 2,581,838 -
Change in repurchase agreements 3,000,000 -
Proceeds from note payable - 1,206,084
Proceeds from issuance of common stock - 200
---------- ----------
Net cash provided by financing activities 5,581,838 1,206,284
---------- ----------
Net change in cash and cash equivalents (3,427,925) 2,709
Cash and cash equivalents at beginning of the period 4,723,512 6,557
---------- ----------
Cash and cash equivalents at end of period 1,295,587 9,266
========== ==========
Noncash investing activities:
Change in unrealized loss on securities available for sale, net of tax $ 44,630 -
Cash paid during the period for interest $ 63,809 22,167
See accompanying notes to consolidated financial statements.
</TABLE>
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<PAGE>
UNITED AMERICAS BANKSHARES, INC.
Notes to Consolidated Financial Statements
(Unaudited)
(1) Organization and Basis of Presentation
--------------------------------------
United Americas Bankshares, Inc. (the "Company"), a Georgia bank holding
company, owns 100% of the outstanding common stock of United Americas
Bank, NA (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 that, 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 June 30,
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.
(2) Stock Option Plan
-----------------
Effective May 31, 2000, the Company's shareholders approved an amendment
to the Company's 1999 Stock Option Incentive Plan to increase the number
of shares authorized under the Plan from 50,000 shares to 120,000 shares.
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<PAGE>
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FINANCIAL CONDITION AT JUNE 30, 2000 COMPARED TO DECEMBER 31, 1999
Total assets at June 30, 2000 were $18,649,863 representing a $5,252,021
(39%) increase from December 31, 1999. Deposits increased $2,581,838 (95%) from
December 31, 1999. Net loans increased $6,642,446 (4,493%). The allowance for
loan losses at June 30, 2000 totaled $80,000, representing 1.16% 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 $3,427,925 from December 31,
1999, as a result of the items presented in the consolidated statement of cash
flows. All of these changes resulted principally from the Bank's growth since
its opening.
There were no related party loans or other loans which were considered
nonperforming at June 30, 2000.
RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2000
For the six months ended June 30, 2000, the Bank's yield on earning assets
has been 7.3%. The cost of funding sources for the six-month period ended June
30, 2000, was 3.3%. The net interest spread is 4.1%; the net interest margin,
which considers the effect of noninterest-bearing deposits, was 5.8%.
CAPITAL
The following presents United Americas Bankshares, Inc.'s regulatory
capital position at June 30, 2000:
Risk-Based Capital Ratios
-------------------------
Tier 1 Tangible Capital, actual 105.09%
Tier 1 Tangible Capital minimum requirement 4.00%
------
Excess 101.09%
======
Total Capital, actual 105.93%
Total Capital minimum requirement 8.00%
------
Excess 97.93%
======
Leverage Ratio
--------------
Tier 1 Tangible Capital to adjusted total assets
63.57%
Minimum leverage requirement 3.00%
------
Excess 60.57%
======
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<PAGE>
PART II. OTHER INFORMATION
UNITED AMERICAS BANKSHARES, INC.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
(a) The Company's Annual Meeting of Stockholders was held on May 31,
2000.
(b) The directors elected at the meeting were:
<TABLE>
<CAPTION>
SHARES VOTED
DIRECTORS FOR AGAINST ABSTENTIONS/NON-VOTES
<S> <C> <C> <C>
Vincent D. Cater 887,755 None none
Salvador Diaz-Verson 887,755 None none
Alex E. Suarez 887,755 None none
Reinaldo Pascual 887,755 None none
Luis A. Caceres 887,755 None none
Rene M. Diaz 887,755 None none
Norberto Sanchez 887,755 None none
Ignacio Luis Taboada 887,755 None none
Filiberto Prieto 887,755 None none
Sam Zamarripa 887,755 None none
</TABLE>
(c) Other matters voted upon at the meeting and the results of those
votes were as follows:
Approval of the amendment to the Company's 1999 Stock Option
Incentive Plan to increase the number of shares authorized under
the plan from 55,000 shares to 120,000 shares.
SHARES VOTED
FOR AGAINST ABSTENTIONS/NON-VOTES
620,350 23,200 244,205
The foregoing matters are described in detail in the Company's
proxy statement dated April 27, 2000 for the 2000 Annual Meeting of
Stockholders.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits Description
-------- -----------
27 Financial Data Schedule (for SEC use only)
(b) Reports on Form 8-K:
No Reports on Form 8-K were filed during this period.
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<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
---------------------------------------
President and Chief Executive Officer
Date: August 14, 2000
-------------------------------------
By: /s/ Jorge L. Forment
--------------------------------------
Chief Financial Officer
Date: August 14, 2000
-------------------------------------
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
----------- -----------
27 Financial Data Schedule (for SEC use only)
