<PAGE> 1
================================================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
--------------------
FORM 10-K/A
(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, 1993
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 0-8937
BancTEXAS Group Inc.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 75-1604965
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
P. O. BOX 802527
DALLAS, TEXAS 75380-2527
(Address of principal executive offices) (Zip Code)
</TABLE>
(214) 701-4704
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12 (b) of the Act:
<TABLE>
<S> <C>
Name of each exchange on
Title of class which registered
-------------- ------------------------
COMMON STOCK, $.01 PAR VALUE PER SHARE NEW YORK STOCK EXCHANGE
</TABLE>
Securities registered pursuant to Section 12 (g) of the Act: None
--------------------
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
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not 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-K or any amendment to
this Form 10-K. (X)
The aggregate market value of the voting stock held by nonaffiliates of the
registrant, based on the closing price of the Common Stock on the New York
Stock Exchange on March 21, 1994, was $29,288,605. For purposes of this
computation, officers, directors and 5% beneficial owners of the registrant are
deemed to be affiliates. Such determination should not be deemed an admission
that such directors, officers or 5% beneficial owners are, in fact, affiliates
of the registrant.
As of March 21, 1994, 19,647,025 shares of the registrant's Common Stock, $.01
par value, were outstanding. Documents incorporated by reference: Portions of
the Annual Report to Stockholders for the year ended December 31, 1993 are
incorporated by reference into Part I and II of this report.
================================================================================
<PAGE> 2
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item with regard to the consolidated
financial statements of BTX is incorporated herein by reference from pages 29
through 60 of BTX's 1993 Annual Report to Stockholders under the captions
"Consolidated Balance Sheets," "Consolidated Statements of Operations,"
"Consolidated Statements of Changes in Stockholders' Equity," "Consolidated
Statements of Cash Flows," "Notes to Consolidated Financial Statements,"
"Independent Auditors' Report" and "Quarterly Consolidated Statements of
Operations."
Also included herein, pursuant to 17 C.F.R. Section 210.2-5, is the
Independent Auditors' Report of Fisk & Robinson P.C. dated May 15, 1992 and the
accompanying balance sheet of First Bank/Las Colinas as of December 31, 1991,
1990 and 1989 and the related statements of operations, stockholders' equity
and cash flows for each of the three years in the period ended December 31,
1991.
12
<PAGE> 3
FISK
ROBINSON
- ----------------------------
A PROFESSIONAL CORPORATION
============================
CERTIFIED PUBLIC ACCOUNTANTS
Independent Auditors' Report
The Board of Directors
First Bank/Las Colinas
We have audited the accompanying balance sheet of First Bank/Las Colinas as of
December 31, 1991, 1990 and 1989, and the related statements of operations,
stockholders' equity, and cash flows for each of the three years in the period
ended December 31, 1991. These financial statements are the responsibility of
the Bank's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. 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 financial statements referred to above present fairly, in
all material respects, the financial position of First Bank/Las Colinas as of
December 31, 1991, 1990 and 1989, the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1991, in
conformity with generally accepted accounting principles.
May 15, 1992
One Lincoln Centre . Suite 450/L.B. 37 . 5400 LBJ Freeway . Dallas, Texas 75240
214-980-0106
12.1
<PAGE> 4
FIRST BANK/LAS COLINAS
Balance Sheet
December 31, 1991, 1990 and 1989
<TABLE>
<CAPTION>
1991 1990 1989
---- ---- ----
<S> <C> <C> <C>
ASSETS
Cash and due from banks $ 1,096,096 $ 2,714,213 $ 3,212,782
Interest bearing deposits in
other banks - 390,000 -
Investment securities 1,618,779 1,119,552 1,619,227
Federal funds sold 6,090,000 5,535,000 2,175,000
Loans 12,449,890 17,857,352 23,332,385
Bank premises and equipment 2,617,532 2,672,314 2,732,392
Other real estate owned 711,325 481,475 514,168
Other assets 110,811 185,035 268,656
------------ ------------ ------------
$ 24,694,433 $ 30,954 941 $ 33,854,610
============ ============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Noninterest bearing $ 5,056,536 $ 7,171,701 $ 9,639,821
Interest bearing 15,658,151 19,629,537 20,062,976
------------ ------------ ------------
Total deposits 20,714,687 26,801,238 29,702,797
Other liabilities 166,532 230,997 263,582
Commitments and contingencies - - -
Stockholders' equity:
Capital stock, $10 par value;
200,000 shares authorized
and outstanding 2,000,000 2,000,000 2,000,000
Capital surplus 2,000,000 2,000,000 2,000,000
Accumulated deficit (186,786) (77,294) (111,769)
------------ ------------ ------------
Total stockholders' equity 3,813,214 3,922,706 3,888,231
------------ ------------ ------------
$ 24,694,433 $ 30,954,941 $ 33,854,610
============ ============ ============
</TABLE>
See accompanying notes to financial statements.
12.2
<PAGE> 5
FIRST BANK/LAS COLINAS
Statement of Operations
For the Years Ended December 31, 1991, 1990 and 1989
<TABLE>
<CAPTION>
1991 1990 1989
---- ---- ----
<S> <C> <C> <C>
Interest income:
Interest and fees on loans $ 1,597,272 $ 2,388,000 $ 2,736,399
Interest on U.S. treasury and
agency obligations 120,887 112,787 447,793
Interest on deposits in other
banks 15,425 2,270 -
Interest on federal funds sold 306,264 316,901 175,186
Interest on other investments 7,200 7,200 7,200
------------ ------------ ------------
Total interest income 2,047,048 2,827,158 3,366,578
Interest expense on deposit accounts 963,824 1,327,224 1,635,483
------------ ------------ ------------
Net interest income 1,083,224 1,499,934 1,731,095
Provision for possible loan losses 99,000 (21,263) 331,461
------------ ------------ ------------
Net interest income after provision 984,224 1,521,197 1,399,634
------------ ------------ ------------
Noninterest income:
Service charges on deposit accounts 243,858 222,053 352,318
Gain on sales of assets 38,507 5,550 18,932
Other 38,084 41,703 65,620
------------ ------------ ------------
Total noninterest income 320,449 269,306 436,870
------------ ------------ ------------
Noninterest expense:
Salaries and employee benefits 666,550 821,727 1,039,065
Occupancy of bank premises 206,826 205,279 277,208
Other 540,789 729,022 685,062
------------ ------------ ------------
Total noninterest expense 1,414,165 1,756,028 2,001,335
------------ ------------ ------------
Net income (loss) before federal
income taxes and extraordinary
credit (109,492) 34,475 (164,831)
Federal income tax expense - 12,000 -
------------ ------------ ------------
Net income (loss) before
extraordinary credit (109,492) 22,475 (164,831)
Extraordinary credit from
utilization of net operating
loss carryforward - 12,000 -
------------ ------------ ------------
Net income (loss) $ (109,492) $ 34,475 $ (164,831)
============ ============ ============
Net income (loss) per share $ (.55) $ .17 $ (.82)
============ ============ ============
</TABLE>
See accompanying notes to financial statements.
12.3
<PAGE> 6
FIRST BANK/LAS COLINAS
Statement of Changes in Stockholders' Equity
For the Years Ended December 31, 1991, 1990 and 1989
December 31, 1991, 1990 and 1989
<TABLE>
<CAPTION>
Undivided
Capital Stock Profits
------------- Capital (Accumulated
Shares Amount Surplus Deficit) Total
------ ------ ------- ------------ -----
<S> <C> <C> <C> <C> <C>
Balance January 1, 1989 200,000 $2,000,000 $2,000,000 $ 53,062 $ 4,053,062
Net income - - - (164,831) (164,831)
------- ---------- ---------- --------- -----------
Balance December 31, 1989 200,000 2,000,000 2,000,000 (111,769) 3,888,231
Net income - - - 34,475 34,475
------- ---------- ---------- --------- -----------
Balance December 31, 1990 200,000 2,000,000 2,000,000 (77,294) 3,922,706
Net income - - - (109,492) (109,492)
------- ---------- ---------- --------- -----------
Balance December 31, 1991 200,000 $2,000,000 $2,000,000 $(186,786) $ 3,813,214
======= ========== ========== ========= ===========
</TABLE>
See accompanying notes to financial statements.
12.4
<PAGE> 7
FIRST BANK/LAS COLINAS
Statement of Cash Flows
For the Years Ended December 31, 1991, 1990 and 1989
<TABLE>
<CAPTION>
1991 1990 1989
---- ---- ----
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) before extraordinary
credit $ (109,492) $ 22,475 $ (164,831)
Adjustments to reconcile net income
(loss) before extraordinary
credit to net cash provided by
operating activities:
Amortization of discount on
securities (34,357) (325) (9,205)
Depreciation 54,782 60,078 62,603
Provision for possible loan
losses 99,000 (21,263) 374,558
Provision for possible losses
on other real estate owned - 167,057 113,354
(Increase) decrease in net
accrued interest and prepaid
expenses (28,536) 19,125 141,442
(Gain) loss on the sale of other
real estate owned (38,507) 11,997 -
----------- ---------- ---------
Net cash (used in) provided
by operating activities
before extraordinary
credit (57,110) 259,144 517,921
Extraordinary credit from
utilization of net
operating loss
carryforward - 12,000 -
----------- ---------- ---------
Net cash (used in) provided
by operating activities (57,110) 271,144 517,921
----------- ---------- ---------
Cash flows from investing activities:
Net decrease (increase) in interest
bearing deposits 390,000 (390,000) -
Proceeds from maturities of
investment securities 2,000,000 1,000,000 6,920,809
Purchases of investment securities (2,464,870) (500,000) (1,000,000)
Net principal collected (loans
originated) on loans 4,767,469 5,286,576 (6,746,355)
Proceeds from the sale of other
real estate 349,650 63,358 -
Capital expenditures - - (4,955)
Other 38,295 31,912 77,386
----------- ---------- ---------
Net cash provided by
investing activities 5,080,544 5,491,846 (753,115)
----------- ---------- ---------
</TABLE>
See accompanying notes to financial statements.
12.5
<PAGE> 8
FIRST BANK/LAS COLINAS
Statement of Cash Flows
(Continued)
For the Years Ended December 31, 1991, 1990 and 1989
<TABLE>
<CAPTION>
1991 1990 1989
---- ---- ----
<S> <C> <C> <C>
Cash flows from financing activities:
Net decrease in demand deposits, NOW
and savings accounts (3,576,367) (1,530,891) (2,358,559)
Net payments for certificates of
deposit (2,510,184) (1,370,668) (475,788)
----------- ----------- -----------
Net cash used by financing
activities (6,086,551) (2,901,559) (2,834,347)
----------- ----------- -----------
Net (decrease) increase in cash and
cash equivalents (1,063,117) 2,861,431 (3,069,541)
Cash and cash equivalents at beginning
of year 8,249,213 5,387,782 8,457,323
----------- ----------- -----------
Cash and cash equivalents at end of year $ 7,186,096 $ 8,249,213 $ 5,387,782
=========== =========== ===========
</TABLE>
See accompanying notes to financial statements.
12.6
<PAGE> 9
FIRST BANK/LAS COLINAS
Notes to Financial Statements
December 31, 1991, 1990 and 1989
1. Summary of significant accounting policies
The accounting and reporting policies of First Bank/Las Colinas (Bank) conform
to generally accepted accounting principles and to general practices within the
banking industry. The following is a description of the more significant of
those policies.
Cash and cash equivalents
For purposes of reporting cash flows, cash and cash equivalents include cash on
hand, amounts due from banks, and federal funds sold. Federal funds are
normally sold for one-day periods.
Investment securities
Securities are carried at amortized cost. The securities are not carried at the
lower of cost or market because it is management's intention and ability to
hold them to maturity and that no events are likely that will require disposal
of such securities in the foreseeable future. Gains or losses on sales of
securities are recognized only upon realization.
Loans and allowance for possible loan losses
Loans are stated net of participations sold without recourse, allowance for
possible loan losses and unearned income. Unearned income on installment loans
is taken into income over the term of the loan by the sum-of-the-periodic
balances method. The effect of not using the interest method is insignificant.
Loans on which the accrual of interest has been discontinued are designated as
nonaccrual loans. Accrual of interest on loans is discontinued either when
reasonable doubt exists as to the full, timely collection of interest or
principal or when a loan becomes contractually past due by ninety days or more
with respect to principal or interest. Income on such loans is recognized to
the extent that cash is received and where the future collection of principal
is probable. Accruals are resumed on loans when they are brought fully current
with respect to interest and principal and when, in the judgment of management,
the loan is estimated to be fully collectible as to both principal and
interest.
12.7
<PAGE> 10
FIRST BANK/LAS COLINAS
Notes to Financial Statements
December 31, 1991, 1990 and 1989
The allowance for possible loan losses is established through a provision for
possible loan losses when management believes that the collectibility of the
principal is unlikely. The allowance is an amount that management believes will
be adequate to absorb possible losses on existing loans that may become
uncollectible, based on evaluations of the collectibility of loans and prior
loan loss experience. The evaluations take into consideration such factors as
changes in the nature and volume of the loan portfolio, overall portfolio
quality, review of any specific problem loans, and current economic conditions
that may affect the borrower's ability to repay.
Fees and costs associated with originating loans
Fees and costs associated with originating loans are recognized in income
generally in the period in which fees were received and/or costs were incurred.
Under generally accepted accounting principles, such fees and costs generally
are deferred and recognized over the life of the loan as an adjustment of the
yield. The effect of not deferring such fees and costs, and amortizing them
over the life of the related loan is insignificant.
Bank premises and equipment
Bank premises and equipment is stated at cost less accumulated depreciation.
Provisions for depreciation are computed using the straight-line method.
Average useful lives used for depreciation with respect to major
classifications of property are as follows:
Building 40 years
Furniture, fixtures and equipment 10 years
Maintenance and repairs are charged to expense; betterments and renewals are
capitalized. Upon retirement or replacement, the cost of the asset and the
related accumulated depreciation are eliminated with the resulting gain or loss
included in the statement of operations.
Other real estate owned
Real estate acquired through foreclosure is carried in the accompanying balance
sheet at the lower of the recorded investment in the property or its fair
market value. At the time of foreclosure, the value of the underlying loan is
reduced to the fair market value of the real estate acquired by a charge to the
allowance for possible loan losses, if necessary. Any subsequent reductions are
charged against operations. Operating expenses of such properties, net of
related income, if any, are included in other noninterest expense in the
accompanying statement of operations.
12.8
<PAGE> 11
FIRST BANK/LAS COLINAS
Notes to Financial Statements
December 31, 1991, 1990 and 1989
Included in other noninterest expense is a provision for possible losses on
other real estate owned. The provisions for the years ended December 31, 1991,
1990 and 1989 were $18,357, $167,057 and $113,354, respectively.
Federal income taxes
The Bank accounts for certain income and expense items differently for
financial reporting purposes than for income tax purposes. Provisions for
deferred taxes are made in recognition of such differences.
No recognition is given in the accompanying balance sheet to the future federal
income tax benefits of unused net operating loss carryforwards. The benefits,
if realized, will be recorded as extraordinary credits in the Bank's statement
of operations.
Reclassification
Certain amounts previously reported have been reclassified to conform to the
current format.
2. Statement of cash flows
The Bank has chosen to report on a net basis its cash receipts and cash
payments for time deposits accepted and repayments of those deposits, interest
bearing deposits in other banks, and loans made to customers and principal
collections on those loans.
The Bank has chosen to report its cash flows by the indirect method.
Supplemental information on cash flows and non-cash transactions for the years
ended December 31, 1991, 1990 and 1989 is as follows:
<TABLE>
<CAPTION>
1991 1990 1989
---- ---- ----
<S> <C> <C> <C>
Cash transactions:
Income taxes paid $ - $ - $ -
========== ========== ==========
Interest income received $1,627,714 $3,238,643 $3,567,890
========== ========== ==========
Interest expense paid $1,050,258 $1,665,053 $1,704,139
========== ========== ==========
Noncash transactions:
Net acquisition (disposition)
of other real estate owned $ 559,750 $ 134,365 $ (135,955)
========== ========== ==========
</TABLE>
12.9
<PAGE> 12
FIRST BANK/LAS COLINAS
Notes to Financial Statements
December 31, 1991, 1990 and 1989
3. Investment securities
Investment securities and their respective approximate market values at
December 31, 1991, 1990 and 1989 are as follows:
<TABLE>
<CAPTION>
1991
----
Amortized Market
cost value
--------- ------
<S> <C> <C>
U.S. government securities $ 499,020 $ 500,000
U.S. government agency obligations 999,759 1,049,000
Federal Reserve Bank stock 120,000 120,000
---------- ----------
$1,618,779 $1,669 000
========== ==========
</TABLE>
<TABLE>
<CAPTION>
1990
----
Amortized Market
cost value
--------- ------
<S> <C> <C>
U.S. government agency obligations $ 999,552 $1,019,000
Federal Reserve Bank stock 120,000 120,000
---------- ----------
$1,119,552 $1,139 000
========== ==========
</TABLE>
<TABLE>
<CAPTION>
1989
----
Amortized Market
cost value
--------- ------
<S> <C> <C>
U.S. government securities $ 999,881 $ 993,000
U.S. government agency obligations 499,346 499,000
Federal Reserve Bank stock 120,000 120,000
---------- ----------
$1,619,227 $1,612,000
========== ==========
</TABLE>
The approximate unrealized gains and unrealized losses at December 31,
1991, 1990 and 1989 are as follows:
<TABLE>
<CAPTION>
1991
----
Unrealized Unrealized
gain loss
--------- -------
<S> <C> <C>
U.S. government securities $ 1,000 $ -
U.S. government agency obligations 49,000 -
------- --------
$50,000 $ -
======= ========
</TABLE>
12.10
<PAGE> 13
FIRST BANK/LAS COLINAS
Notes to Financial Statements
December 31, 1991, 1990 and 1989
<TABLE>
<CAPTION>
1990
----
Unrealized Unrealized
gain loss
---------- ----------
<S> <C> <C>
U.S. government agency obligations $19,000 $ -
======= ========
</TABLE>
<TABLE>
<CAPTION>
1989
----
Unrealized Unrealized
gain loss
---------- ----------
<S> <C> <C>
U.S. government securities $7,000 $ -
======= ========
</TABLE>
The amortized cost and estimated market value of debt securities at December
31, 1991, by contractual maturity, are shown below. Expected maturities will
differ from contractual maturities because borrowers may have the right to call
or prepay obligations with or without call or prepayment penalties.
<TABLE>
<CAPTION>
Amortized Market
cost value
--------- ------
<S> <C> <C>
Due in one year or less $ 499,020 $ 500,000
Due after one year through five years 999,759 1,049,000
----------- -----------
1,498,779 1,549,000
Federal Reserve Bank stock 120,000 120,000
----------- -----------
$ 1,618,779 $ 1,669,000
=========== ===========
</TABLE>
There were no sales of investment securities during the years ended December
31, 1991, 1990 and 1989.
There were no pledged investment securities at December 31, 1991 and 1990.
Investment securities with an amortized cost of approximately $500,000 were
pledged to secure public fund time deposits at December 31, 1989.
12.11
<PAGE> 14
FIRST BANK/LAS COLINAS
Notes to Financial Statements
December 31, 1991, 1990 and 1989
4. Loans and allowance for possible loan losses
Loans at December 31, 1991, 1990 and 1989 consisted of the following:
<TABLE>
<CAPTION>
1991 1990 1989
---- ---- ----
<S> <C> <C> <C>
Commercial $ 2,256,424 $ 3,443,317 $ 5,322,205
Installment 5,091,217 8,629,899 12,283,121
Real estate 5,827,890 7,117,582 8,232,399
Other 538 6,508 868
------------ ------------ ------------
13,176,069 19,197,306 25,838,593
Unearned income (471,177) (1,136,529) (2,125,649)
Allowance for possible loan losses (255,002) (203,425) (380,559)
------------ ------------ ------------
$ 12,449,890 $ 17,857,352 $ 23,332,385
============ ============ ============
</TABLE>
An analysis of the allowance for possible loan losses for the years ended
December 31, 1991, 1990 and 1989 is as follows:
<TABLE>
<CAPTION>
1991 1990 1989
---- ---- ----
<S> <C> <C> <C>
Balance at beginning of period $203,425 $380,559 $710,612
Provision for Possible loan losses 99,000 (21,263) 331,461
Loans charged to the allowance
account (99,821) (239,883) (719,677)
Recoveries on loans previously
charged-off 52,398 84,012 58,163
-------- -------- --------
Balance at end of period $255,002 $203,425 $380,559
======== ======== ========
</TABLE>
Loans on which the accrual of interest had been discontinued or reduced
amounted to approximately $2,000 and $55,000 at December 31, 1991 and 1989,
respectively. There were no nonaccrual loans at December 31, 1990.
There were no loans on which the Bank is accruing interest that were
contractually delinquent ninety days or more at December 31, 1991. Loans on
which the Bank is accruing interest that were contractually delinquent ninety
days or more amounted to approximately $75,000 and $4,000 at December 31, 1990
and 1989, respectively.
The Bank extends commercial and consumer credit primarily to customers in the
state of Texas. At December 31, 1991, substantially all of the Bank's loans
were collateralized with real estate, inventory, accounts receivable,
equipment, marketable securities or other assets.
12.12
<PAGE> 15
FIRST BANK/LAS COLINAS
Notes to Financial Statements
December 31, 1991, 1990 and 1989
5. Bank premises and equipment
Bank premises and equipment at December 31, 1991, 1990 and 1989 consisted of
the following:
<TABLE>
<CAPTION>
1991 1990 1989
---- ---- ----
<S> <C> <C> <C>
Land $ 1,697,436 $ 1,697,436 $ 1,697,436
Building 1,138,196 1,138,196 1,138,196
Furniture, fixtures and equipment 249,777 249,777 249,777
------------ ----------- -----------
3,085,409 3,085,409 3,085,409
Less accumulated depreciation 467,877 413,095 353,017
------------ ----------- -----------
$ 2,617,532 $ 2,672,314 $ 2,732,392
============ =========== ===========
</TABLE>
6. Other real estate owned
Other real estate owned at December 31, 1991, 1990 and 1989 consisted of the
following:
<TABLE>
<CAPTION>
1991 1990 1989
---- ---- ----
<S> <C> <C> <C>
Foreclosed properties, net of
allowance for possible losses
of $40,979, $283,511 and $156,450 $711,325 $481,475 $514,168
In-substance foreclosures - - -
Covered transactions - - -
-------- -------- --------
$711,325 $481,475 $514,168
======== ======== ========
</TABLE>
An analysis of the allowance for possible losses on other real estate owned
for the years ended December 31, 1991, 1990 and 1989 is as follows:
<TABLE>
<CAPTION>
1991 1990 1989
---- ---- ----
<S> <C> <C> <C>
Balance at beginning of year $ 283,511 $156,450 $ 48,000
Provision charged to earnings - 167,057 113,354
Write-downs charged to the allowance (242,532) (39,996) (4,904)
--------- -------- --------
Balance at end of year $ 40,979 $283,511 $156,450
========= ======== ========
</TABLE>
12.13
<PAGE> 16
FIRST BANK/LAS COLINAS
Notes to Financial Statements
December 31, 1991, 1990 and 1989
7. Deposits
Deposits at December 31, 1991, 1990 and 1989 are summarized as follows:
<TABLE>
<CAPTION>
1991 1990 1989
---- ---- ----
Amount Percent Amount Percent Amount Percent
------ ------- ------ ------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Noninterest bearing demand deposits $ 5,056,536 24.4% $ 7,171,701 26.8% $ 9,639,821 32.5%
Interest bearing demand deposits 1,291,557 6.2 1,220,636 4.6 1,174,420 3.9
Limited access money market accounts 4,290,933 20.7 6,248,466 23.3 5,083,734 17.1
Savings accounts 1,752,275 8.5 1,326,865 4.9 1,134,176 3.8
Individual retirement accounts 1,362,710 6.6 1,518,444 5.7 1,431,864 4.8
Certificates of deposit, less than $100,000 3,297,448 15.9 3,856,489 14.4 5,333,118 18.0
Certificates of deposit, $100,000 and greater 3,663,228 17.7 5,458,637 20.3 5,905,664 19.9
------------ ------ ------------ ------ ------------ ------
$ 20,714,687 100.0% $ 26,801,238 100.0% $ 29,702,797 100.0%
============ ====== ============ ====== ============ ======
</TABLE>
The weighted average interest rate on deposits was approximately 3.5%, 4.7% and
4.6% at December 31, 1991, 1990 and 1989, respectively.
12.14
<PAGE> 17
FIRST BANK/LAS COLINAS
Notes to Financial Statements
December 31, 1991, 1990 and 1989
8. Federal income taxes
Federal income tax expense for the years ended December 31, 1991, 1990 and
1989 consist of the following:
<TABLE>
<CAPTION>
1991 1990 1989
---- ---- ----
<S> <C> <C> <C>
Current $ - $ - $ -
Deferred - 12,000 -
------- ------- -------
$ - $12,000 $ -
======= ======= =======
</TABLE>
The components of deferred federal income tax expense for the year ended
December 31, 1990 are as follows:
<TABLE>
<CAPTION>
<S> <C>
Accrual to cash conversion $ 11,000
Book provision for bad debts less
than tax bad debt deduction (38,000)
Book provision for ORE not currently
tax deductible 57,000
Book depreciation less than tax
depreciation (6,000)
Other (12,000)
---------
$ 12,000
=========
</TABLE>
At December 31, 1991, the Bank had unused net operating loss carryforwards
for financial statement and federal income tax purposes of approximately
$1,042,000 and $1,025,000, respectively. Unused net operating loss
carryforwards will expire in varying amounts from 2005 through 2006. The
Tax Reform Act of 1986 limits the amount of net operating loss
carryforwards that can be utilized if there are certain changes in the
ownership of the Bank.
9. Undivided profits
The regulatory authorities required the Bank to place $1,100,000 of
contributed capital in undivided profits. This amount is not available for
the payment of dividends.
12.15
<PAGE> 18
FIRST BANK/LAS COLINAS
Notes to Financial Statements
December 31, 1991, 1990 and 1989
10. Related party transactions
In the ordinary course of business, the Bank has and expects to continue to
have transactions including borrowings, with its employees, officers,
directors and their affiliates. In the opinion of management, such
transactions are on the same terms, including interest rates and collateral
requirements, as those prevailing at the time for comparable transactions
with unaffiliated persons. The aggregate amounts of such loans were
approximately $319,000, $642,000 and $828,000 at December 31, 1991, 1990
and 1989, respectively. The change from December 31, 1990 to December 31,
1991 reflects payments and advances of approximately $865,000 and $542,000,
respectively. At December 31, 1991, a specific valuation reserve of
approximately $4,000 was applied to the loan of a certain Bank director.
11. Profit sharing plan
The Bank has a defined contribution profit sharing plan in which all
salaried employees are eligible to participate after one year of service.
The Bank's contributions to the plan are discretionary. Participants in
the plan are fully vested after 7 years of service. The Bank's
contributions to the plan were approximately $15,000 during 1991, $19,000
during 1990 and $13,000 during 1989.
12. Commitments and contingencies
In the normal course of business, the Bank makes various commitments and
incurs certain contingent liabilities that are not presented in the
accompanying financial statements. The commitments and contingent
liabilities include various guarantees, commitments to extend credit, and
standby letters of credit. At December 31, 1991, 1990 and 1989,
commitments under standby letters of credit aggregated approximately
$56,000, $23,000 and $125,000, respectively. In addition, unadvanced lines
of credit aggregated approximately $1,400,000, $819,000 and $1,111,000 at
December 31, 1991, 1990 and 1989, respectively. Although the maximum
exposure to loss is the amount of such commitments, management currently
anticipates no losses from such activities.
The Bank has entered into certain noncancelable lease agreements for
various computer equipment and furniture, fixtures and equipment. The
agreements require aggregate monthly rental payments of approximately
$9,900. The Bank generally has the option of renewing the leases for
varying terms.
12.16
<PAGE> 19
FIRST BANK/LAS COLINAS
Notes to Financial Statements
December 31, 1991, 1990 and 1989
The minimum future noncancelable rental commitments at December 31, 1991
are as follows:
<TABLE>
<CAPTION>
Year Amount
---- ------
<S> <C>
1992 $58,140
1993 $ 9,558
</TABLE>
Total rental expense was approximately $142,000 in 1991, $134,000 in 1990
and $153,000 in 1989.
The Bank is a defendant in legal actions arising from normal business
activities. Management believes that these actions are without merit or
that the ultimate liability, if any, resulting from them will not
materially affect the financial position or results of operations.
13. Supplementary income and expense information
The following amounts are included in other noninterest income and
noninterest expense in the accompanying statement of operations for the
years ended December 31, 1991, 1990 and 1989.
<TABLE>
<CAPTION>
1991 1990 1989
---- ---- ----
<S> <C> <C> <C>
Noninterest income
All other $ 38,084 $ 41,703 $ 65,620
========= ======== ========
Noninterest expense
Legal and professional $ 49,393 $ 48,493 $ 24,926
FDIC assessment 51,187 34,236 25,561
Data processing service 124,861 112,296 86,474
Audits and examination 34,153 46,241 20,217
Provision for possible losses on
other real estate owned 18,357 167,057 113,354
OREO expense 29,846 17,069 19,162
All other 232,992 303,630 395,368
-------- -------- --------
$540,789 $729,022 $685,062
======== ======== ========
</TABLE>
12.17
<PAGE> 20
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, on this 18th day of April, 1994.
BancTEXAS Group Inc.
By: /s/ Nathan C. Collins
-------------------------------------
Nathan C. Collins
Chairman of the Board,
President and Chief Executive Officer
