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 September 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
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(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 October 16, 2000
Transitional Small Business Disclosure Format
(check one)
Yes No X
-- -
<PAGE>
UNITED AMERICAS BANKSHARES, INC.
<TABLE>
<CAPTION>
INDEX
PAGE NO.
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<S> <C>
PART I. FINANCIAL INFORMATION
Financial Statements
Consolidated Balance Sheet (unaudited) at September 30, 2000 3
Consolidated Statements of Operations (unaudited) for the Three and Nine
Months Ended September 30, 2000 and 1999 4
Consolidated Statements of Comprehensive Income (unaudited) for the Nine
Months Ended September 30, 2000 and 1999 5
Consolidated Statements of Cash Flows (unaudited) for the Nine
Months Ended September 30, 2000 and 1999 6
Notes to Consolidated Financial Statements (unaudited) 7
Management's Discussion and Analysis of Financial Condition and Results of Operations 8
PART II. OTHER INFORMATION
Exhibits and Reports on Form 8-K 9
SIGNATURES 10
</TABLE>
This Report contains statements which 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.
2
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
UNITED AMERICAS BANKSHARES, INC.
Consolidated Balance Sheet
September 30, 2000
(Unaudited)
<TABLE>
<CAPTION>
ASSETS
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<S> <C>
Cash and due from banks $ 903,150
Federal funds sold 2,000,000
----------
Cash and cash equivalents 2,903,150
Investment securities available for sale 8,525,992
Other investments 364,200
Loans, net 12,090,972
Premises and equipment, net 1,446,705
Accrued interest receivable and other assets 323,683
----------
$ 25,654,702
==========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Liabilities:
Deposits:
Noninterest-bearing $ 3,291,257
Interest-bearing 12,156,768
----------
Total deposits 15,448,025
Accrued interest payable and other liabilities 141,606
----------
Total liabilities 15,589,631
----------
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 (1,404,643)
Unrealized loss on securities available for sale, net of tax (66,247)
----------
Total stockholders' equity 10,065,071
----------
$ 25,654,702
==========
</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 For the Nine Months
Ended Ended
September 30, September 30,
------------- -------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Interest income:
Interest and fees on loans $ 245,767 - 422,062 -
Interest on federal funds sold 22,008 79,858 92,880 79,858
Investment securities 139,723 1,479 405,694 1,479
------- ------- --------- -------
Total interest income 407,498 81,337 920,636 81,337
------- ------- --------- -------
Interest expense:
Deposits 131,123 591 228,612 591
Other borrowings 31,672 6,238 45,131 28,405
------- ------- --------- -------
Total interest expense 162,795 6,829 273,743 28,996
------- ------- --------- -------
Net interest income 244,703 74,508 646,893 52,341
Provision for loan losses 55,000 - 135,000 -
------- ------- --------- -------
Net interest income after provision for loan losses 189,703 74,508 511,893 52,341
------- ------- --------- -------
Other income:
Service charges on deposit accounts 17,586 - 39,971 -
Other operating income 5,274 - 12,250 -
------- ------- --------- -------
Total other income 22,860 - 52,221 -
------- ------- --------- -------
Other expense:
Salaries and other personnel expense 240,916 136,247 622,530 274,713
Net occupancy and equipment expense 56,035 68,211 139,714 77,278
Other operating expense 128,092 56,842 351,086 149,321
------- ------- --------- -------
Total other expense 425,043 261,300 1,113,330 501,312
------- ------- --------- -------
Net loss (212,480) (186,792) (549,216) (448,971)
======= ======= ========= =======
Loss per common share based on average outstanding
Shares of 1,200,000 in 2000 and 1999:
Net loss per share $ (.18) (.16) (.46) (.37)
======= ======= ========= =======
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE>
UNITED AMERICAS BANKSHARES, INC.
Statements of Comprehensive Income
For the Nine Months Ended September 30, 2000 and 1999
(Unaudited)
<TABLE>
<CAPTION>
2000 1999
---- ----
<S> <C> <C>
Net loss $ (549,216) (448,971)
------- -------
Other comprehensive income, net of tax:
Unrealized gains (losses) on investment
securities available-for-sale:
Unrealized losses arising during the period (44,088) 12,214)
Less income tax expense related to these unrealized losses arising
during the period 14,990 4,153
-------- -------
Other comprehensive income (29,098) (8,061)
-------- -------
Comprehensive income (loss) $ (578,314) (457,032)
======= =======
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE>
UNITED AMERICAS BANKSHARES, INC.
Consolidated Statements of Cash Flows
For the Nine Months Ended September 30, 2000 and 1999
(Unaudited)
<TABLE>
<CAPTION>
2000 1999
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (549,216) (448,971)
Adjustments to reconcile net loss to net
cash used by operating activities:
Provision for loan losses 135,000 -
Depreciation, amortization and accretion 1,959 -
Gain on paydowns of investment securities (1,052) -
Change in:
Accrued interest receivable and other assets (176,355) (18,889)
Accrued interest payable and other liabilities 99,933 30,044
---------- ----------
Net cash used by operating activities (489,731) (437,816)
---------- ----------
Cash flows from investing activities:
Proceeds from maturities and paydowns
of investment securities available for sale 1,079,069 -
Purchases of investment securities available for sale (2,861,477) (4,225,756)
Purchases of other investments (34,200) -
Payment of organizational expenses (464,039)
Change in loans (12,078,126) -
Purchases of premises and equipment (171,138) (1,310,024)
---------- ----------
Net cash used by investing activities (14,065,872) (5,999,819)
---------- ----------
Cash flows from financing activities:
Net change in deposits 12,735,241 790,912
Repayment of line of credit (255,347)
Proceeds from issuance of common stock - 12,000,000
---------- ----------
Net cash provided by financing activities 12,735,241 12,535,565
---------- ----------
Net change in cash and cash equivalents (1,820,362) 6,097,930
Cash and cash equivalents at beginning of the period 4,723,512 6,557
---------- ----------
Cash and cash equivalents at end of period $ 2,903,150 6,104,487
========== ==========
Noncash investing activities:
Change in unrealized loss on securities available for sale, net of tax $ 29,098 8,061
Cash paid during the period for interest $ 177,976 28,406
</TABLE>
See accompanying notes to consolidated financial statements.
6
<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, 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 significant 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 periods presented. All such adjustments are of a normal
recurring nature. The results of operations for the period ended September
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 55,000 shares to 120,000 shares.
7
<PAGE>
Management's Discussion and Analysis of Financial Condition and Results of
Operations
FINANCIAL CONDITION AT SEPTEMBER 30, 2000 COMPARED TO DECEMBER 31, 1999
Total assets at September 30, 2000 were $25,654,702 representing a
$12,256,860 (91%) increase from December 31, 1999. Deposits increased
$12,735,241 (469%) from December 31, 1999. Net loans increased $11,943,126
(8,078%). The allowance for loan losses at September 30, 2000, totaled $135,000,
representing 1.10% of total loans. At December 31, 1999, United Americas Bank
had no loan loss allowance due to the size of the loan portfolio. Cash and cash
equivalents decreased $1,820,362 from December 31, 1999, as a result of the
items presented in the consolidated statement of cash flows and described below.
All of these changes resulted principally from United Americas Bank's growth
since its opening.
There were no related party loans or other loans which were considered
nonperforming at September 30, 2000.
The Company's liquidity, represented by cash and cash equivalents, is a
product of its operating, investing and financing activities. Operating
activities used $490 million in cash during the nine months ended September 30,
2000. Investing activities used $14.1 million in cash during the same nine
months primarily because of a $12.1 million increase in loans. Financing
activities provided $12.7 million of cash during the nine months ended September
30, 2000 solely due to an increase in deposits.
RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
For the nine months ended September 30, 2000, United Americas Bank's yield
on earning assets was 7.8%. The cost of funding sources for the nine-month
period ended September 30, 2000, was 5.5%. Net interest spread was 2.3%, and net
interest margin, which considers the effect of noninterest-bearing deposits, was
5.46%.
CAPITAL
The following presents United Americas Bank's regulatory capital position
at September 30, 2000:
Risk-Based Capital Ratios
-------------------------
Tier 1 Tangible Capital, actual 58.42%
Tier 1 Tangible Capital minimum requirement 3.00%
-----
Excess 55.42%
=====
Total Capital, actual 59.22%
Total Capital minimum requirement 8.00%
-----
Excess 51.22%
=====
Leverage Ratio
--------------
Tier 1 Tangible Capital to adjusted total assets 55.33%
Minimum leverage requirement 3.00%
-----
Excess 52.33%
=====
8
<PAGE>
PART II. OTHER INFORMATION
UNITED AMERICAS BANKSHARES, INC.
Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
--------
Exhibit 27 - Financial Data Schedule (for SEC use only)
(b) Reports on Form 8-K
-------------------
There were no 8-K filings during the quarter.
9
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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: November 14, 2000
----------------------------------------
By: /s/ Jorge L. Forment
------------------------------------------
Jorge L. Forment
Chief Financial Officer
Date: November 14, 2000
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