UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-Q
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the
Quarter Ended September 30, 1999 Commission File
Number: 0-12437
One American Corp.
(Exact name of registrant as specified in its charter)
Louisiana 72-0948181
(State or other jurisdiction of (IRS Employer Identification No.)
Employer Identification No.)
Incorporation of Organization)
2785 LA Hwy. 20 West
P. O. Box 550
Vacherie, Louisiana 70090-0550
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code: (225) 265-2265
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $2.50 Par Value
(Title of Class)
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 the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.
Common stock $2.50 Par Value, 2,666,010 shares outstanding
as of November 5,1999.
<PAGE> 1
Form 10-Q Index
Part I
Financial Information
Financial Statements
Consolidated Balance Sheets,
September 30, 1999, December 31, 1998, and September 30, 1998 3
Consolidated Statements of Income
for the three and nine month periods ended September 30,1999 and 1998 4
Consolidated Statements of Changes in Stockholders' Equity
for the nine months ended September 30, 1999 and 1998 5
Consolidated Statements of Cash Flows
for the nine months ended September 30, 1999 and 1998 6
Notes to Consolidated Financial Statements 8
Management's Discussion and Analysis of Financial Condition
and Results of Operations 12
Average Balance Sheets and Interest Rate Analysis
for the three and nine months ended September 30, 1999,
December 31, 1998, and September 30, 1998 25
Interest Differentials
for the three and nine months ended September 30, 1999,
December 31, 1998, and September 30, 1998 26
Part II
Other Information
Legal Proceedings 27
Submission of Matters to a Vote of Security Holders 27
Other Information 27
Exhibits and Reports on Form 8-K 27
Management's Responsibility for Financial Reporting 28
Signatures 29
<PAGE> 2
<TABLE>
<CAPTION>
Consolidated Balance Sheets Unaudited Unaudited
One American Corp. and Subsidiaries September30 December 31 September 30,
In thousands 1999 1998 1998
<S> <C> <C> <C>
Assets
Cash and Due From Banks $11,809 $12,126 $11,562
Interest Bearing Deposits in Other Banks 1,972 10,629 3,445
Federal Funds Sold and Securities
Purchased Under Resale Agreements 8,700 11,525 13,375
Securities Available for Sale (Amortized Cost of $96,387, $98,588,
and $98,345, respectively) 95,766 99,510 99,617
Loans 207,960 181,992 175,796
Less: Allowance for Loan Losses (3,892) (3,530) (3,425)
Loans, Net 204,068 178,462 172,371
Bank Premises and Equipment 12,439 11,997 11,386
Other Real Estate 435 73 19
Accrued Interest Receivable 1,976 2,133 2,015
Other Assets 3,214 2,921 2,409
Total Assets $340,379 $329,376 $316,199
Liabilities
Deposits:
Noninterest Bearing $57,166 $58,406 $52,579
Interest Bearing 241,000 230,785 223,279
Total Deposits 298,166 289,191 275,858
Accrued Interest Payable 957 825 767
Other Liabilities 2,395 1,560 2,027
Total Liabilities 301,518 291,576 278,652
Stockholders' Equity
Common Stock-$2.50 par value;
Authorized-10,000,000 shares;
Issued-3,000,000 shares 7,500 7,500 7,500
Surplus 5,000 5,000 5,000
Retained Earnings 28,323 26,111 25,622
Accumulated Other Comprehensive Income (410) 609 839
Treasury Stock - 333,815, 328,922 and 328,722 shares at cost (1,552) (1,420) (1,414)
Total Stockholders' Equity 38,861 37,800 37,547
Total Liabilities and Stockholders' Equity $340,379 $329,376 $316,199
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
Consolidated Statements of Income
One American Corp. and Subsidiaries Three Months Ended Nine Months Ended
for the three and nine months ended September 30, 1999 and 1998 Unaudited Unaudited Unaudited Unaudited
In thousands, except per share data 1999 1998 1999 1998
<S> <C> <C> <C> <C>
Interest Income
Interest and Fees on Loans $4,473 $3,903 $12,692 $11,072
Interest on Securities:
Taxable Interest 1,281 1,439 3,836 4,454
Nontaxable Interest 126 144 386 438
Total Interest on Securities 1,407 1,583 4,222 4,892
Other Interest Income 121 147 627 572
Total Interest Income 6,001 5,633 17,541 16,536
Interest Expense on Deposits 2,274 2,136 6,613 6,190
Net Interest Income 3,727 3,497 10,928 10,346
Provision for Loan Losses 225 225 675 975
Net Interest Income After
Provision for Loan Losses 3,502 3,272 10,253 9,371
Other Income
Service Charges on Deposit Accounts 563 523 1,594 1,542
Gain on Securities (7) 0 (7) 0
Gain on Purchased Assets 159 146 900 571
Other Operating Income 265 235 825 719
Total Other Income 980 904 3,312 2,832
Income Before Other Expenses 4,482 4,176 13,565 12,203
Other Expenses
Salaries and Employee Benefits 1,390 1,269 4,057 3,786
Net Occupancy Expense 368 333 1,036 962
Net ORE and Repossession Expense (27) 11 (10) (9)
Other Operating Expenses 1,121 982 3,076 2,868
Total Other Expenses 2,852 2,595 8,159 7,607
Income Before Income Taxes 1,630 1,581 5,406 4,596
Applicable Income Taxes 515 513 1,752 1,505
Net Income $1,115 $1,068 $3,654 $3,091
Net Income Per Share $0.42 $0.40 $1.37 $1.15
Cash Dividends Per Share $0.18 $0.18 $0.54 $0.53
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE> 4
<TABLE>
<CAPTION>
Consolidated Statements of Changes in Stockholders' Equity
One American Corp. and Subsidiaries
for the nine months ended September 30, 1999 and 1998
Unaudited Accumulated
Other Total
Common Retained Comprehensive Treasury Stockholders'
In thousands Stock Surplus Earnings Income Stock Equity
<S> <C> <C> <C> <C> <C> <C>
Balances, January 1, 1999 $7,500 $5,000 $26,111 $609 ($1,420) $37,800
Comprehensive Income:
Net Income 3,654 3,654
Other Comprehensive Income,
Net of Tax:
Net Change in Unrealized Gain (Loss)
on Securities Available-for-Sale (1,012) (1,012)
Loss on Sale of Securities Available-for-Sale (7) (7)
Total Comprehensive Income 2,635
Treasury Stock Purchased (132) (132)
Cash Dividends (1,442) (1,442)
Balances, September 30, 1999 7,500 5,000 28,323 (410) (1,552) 38,861
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Balances, January 1, 1998 7,500 5,000 23,943 439 (627) 36,255
Comprehensive Income:
Net Income 3,091 3,091
Other Comprehensive Income,
Net of Tax:
Net Change in Unrealized Gain (Loss)
on Securities Available-for-Sale 400 400
Less: Reclassification Adjustments 0 0
Total Comprehensive Income 3,491
Treasury Stock Purchased (787) (787)
Cash Dividends (1,412) (1,412)
Balances, September 30, 1998 $7,500 $5,000 $25,622 $839 ($1,414) $37,547
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE> 5
<TABLE>
<CAPTION>
Consolidated Statements of Cash Flows
One American Corp. and Subsidiaries
for the nine months ended September 30, 1999 and 1998 Unaudited Unaudited
In thousands 1999 1998
<S> <C> <C>
Cash Flows From Operating Activities
Net Income $3,654 $3,091
Adjustments to Reconcile Net Income to Net
Cash Provided by Operating Activities:
(Gain) Loss on Securities Available-for-Sale 7 0
Gain on Purchased Assets (900) (571)
Provision for Depreciation 709 611
Provision for Loan Losses 675 975
Net Amortization (Accretion) on Securities (174) (216)
Provision (Credit) for Deferred Income Taxes (78) (332)
(Gain) Loss on Sale of Other Real Estate and Repossessions (3) (6)
Changes in Assets and Liabilities:
(Increase) Decrease in Accrued Interest Receivable 157 161
(Increase) Decrease in Other Assets 309 (96)
Increase (Decrease) in Accrued Interest Payable 132 (10)
Increase (Decrease) in Other Liabilities 391 429
Net Cash Provided by Operating Activities 4,879 4,036
Cash Flows From Investing Activities
Maturities or Calls of Securities Available for Sale 47,447 50,731
Purchases of Securities Available for Sale (47,079) (34,650)
Proceeds from Sale of Securities Available for Sale 2,000 0
Net (Increase) Decrease in Federal Funds Sold 2,825 (1,225)
Net (Increase) Decrease in Loans (25,797) (25,834)
Proceeds from Sale of Other Real Estate and Repossessions 57 99
Purchases of Premises and Equipment (1,151) (1,160)
Proceeds from Other Borrowings 570 0
Repayments of Amounts Borrowed (126) (106)
Net Cash Used in Investing Activities (21,254) (12,145)
Cash Flows From Financing Activities
Net Increase (Decrease) in Demand Deposits, NOW
and Savings Accounts (935) 5,609
Net Increase (Decrease) in Certificates of Deposits 9,910 6,593
Dividends Paid (1,442) (1,413)
Treasury Stock Purchased (132) (788)
Net Cash Provided By Financing Activities 7,401 10,001
Increase (Decrease) in Cash and Cash Equivalents (8,974) 1,892
Cash and Cash Equivalents - Beginning of Year 22,755 13,115
Cash and Cash Equivalents - End of Year $13,781 $15,007
<FN>
Continued on next page
</TABLE>
<PAGE> 6
<TABLE>
<CAPTION>
Consolidated Statements of Cash Flows
Consolidated Statements of Cash Flows
One American Corp. and Subsidiaries
for the nine months ended September 30, 1999 and 1998 Unaudited Unaudited
In thousands 1999 1998
<S> <C> <C>
Supplemental Disclosure of Cash Flow Information:
Income Tax Payments $1,824 $1,745
Interest Paid on Deposits $6,481 $6,200
Noncash Investing Activities:
Other Real Estate Acquired in Settlement of Loans $416 $34
Change in Unrealized Gain (Loss) on
Securities Available for Sale ($1,543) $606
Change in Deferred Tax Effect on
Unrealized Gain (Loss) on Securities Available for Sale ($525) $206
Noncash Financing Activities:
Dividends Declared and Not Paid $480 $472
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE> 7
Notes to Consolidated Financial Statements
September 30, 1999
(UNAUDITED)
Summary of Significant Accounting Policies
The accounting principles followed by One American Corp.
(the Company), its wholly-owned subsidiary, First American Bank
and Trust (the Bank), and its wholly-owned subsidiary, First
American Agency, L.L.C. (the Agency), are those which are
generally practiced within the banking industry. The methods of
applying those principles conform to generally accepted
accounting principles and have been applied on a consistent
basis. The principles that significantly affect the
determination of financial position, results of operations,
changes in stockholders' equity, and cash flows are summarized
below.
Presentation - The accompanying unaudited consolidated
interim financial statements do not include all of the
information and footnotes required by generally accepting
accounting principles. Management is of the opinion that the
unaudited interim financial statements reflect all normal,
recurring accrual adjustments necessary to provide a fair
statement of the results for the interim periods presented. It
is noted that the results of the nine-month period ended
September 30, 1999 are no indication of the expected results for
the annual period that ends December 31, 1999. Additional
information concerning the audited financial statements and notes
can be obtained from One American Corp.'s annual report and Form
10-K filed for the period ended December 31, 1998.
Principles of Consolidation - The consolidated financial
statements include the accounts of One American Corp. (the
Company), its wholly-owned subsidiary, First American Bank and
Trust (the Bank), and its wholly-owned subsidiary, First American
Agency, L.L.C. (the Agency). All significant intercompany
balances and transactions have been eliminated. Certain
reclassifications to previously published financial statements
have been made to comply with current reporting requirements.
Estimates - The preparation of financial statements that
conform to generally accepted accounting principles requires
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses
during the period. Actual results could differ from those
estimates.
The determination of the adequacy of the allowance for loan
losses is based on estimates that are particularly susceptible to
significant changes in the economic environment and market
conditions. In connection with the determination of estimated
losses on loans, management obtains independent appraisals for
significant collateral. The Bank's loans are generally secured
by specific items of collateral including real property, consumer
assets, and business assets. Although the Bank has a diversified
loan portfolio, a substantial portion of its debtors' ability to
honor their contracts is dependent on local conditions in the
area. While management uses available information to recognize
losses on loans, further reductions in the carrying amounts of
loans may be necessary based on changes in local economic
conditions. In addition, regulatory agencies, as an integral
part of their examination process, periodically review the
estimated losses on loans. Such agencies may require the Bank to
recognize additional losses based on their judgements about
information available to them at the time of their examination.
<PAGE> 8
Because of these factors, it is reasonably possible that the
estimated losses on loans may change materially in the near term.
However, the amount of the change that is reasonably possible
cannot be estimated.
Securities - Management determines the appropriate
classification of debt securities (Held to Maturity, Available
for Sale, or Trading) at the time of purchase and re-evaluates
this classification periodically. Securities that management has
both the intent and ability to hold to maturity regardless of
changes in market conditions, liquidity needs or changes in
general economic conditions are classified as securities held to
maturity. These securities are carried at cost adjusted for
amortization of premium and accretion of discount, computed by
various methods approximating the interest method over their
contractual lives.
Securities that may be sold prior to maturity are classified
as securities available for sale. Any decision to sell a
security classified as available for sale would be based on
various factors, including significant movements in interest
rates, changes in the maturity mix of the Bank's assets and
liabilities, liquidity needs, regulatory capital considerations,
and other similar factors. Securities available for sale are
carried at fair value. Unrealized gains or losses are reported
as increases or decreases in stockholders' equity, net of the
related deferred tax effect. Realized gains or losses,
determined on the basis of the cost of specific securities sold,
are included in earnings. The Bank had no securities classified
as held to maturity or trading at September 30, 1999 or 1998.
Securities purchased for trading purposes are classified as
trading securities and are carried at market value with market
adjustments included in non-interest income.
Loans - Loans are stated at principal amounts outstanding,
less unearned income and allowance for loan losses. Interest on
commercial and individual loans is accrued daily based on the
principal outstanding.
Generally, the Bank discontinues the accrual of interest
income when a loan becomes 90 days past due as to principal or
interest. When a loan is placed on non-accrual status,
previously recognized but uncollected interest is reversed to
income or charged to the allowance for loan losses. Interest
income is subsequently recognized only to the extent cash
payments are received. The Bank classifies loans as impaired if,
based on current information and events, it is possible that the
Bank will be unable to collect the scheduled payments of
principal and interest when due according to the contractual
terms of the loan agreement. The measurement of impaired loans
is based on the present value of the expected future cash flows
discounted at the loan's effective interest rate or the loan's
observable market price or based on the fair value of the
collateral if the loan is collateral-dependent.
Allowance for Loan Losses - The allowance for loan losses is
maintained at a level which, in management's judgement, is
adequate to absorb credit losses inherent in the loan portfolio.
The allowance for loan losses is based upon management's review
and evaluation of the loan portfolio. Factors considered in the
establishment of the allowance for loan losses include
management's evaluation of specific loans; the level and
composition of classified loans; historical loss experience;
results of examination by regulatory agencies; an internal asset
review process; expectations of future economic conditions and
their impact on particular borrowers; and other judgmental
factors. Allowances for impaired loans are generally determined
based on collateral values or the present value of estimated cash
flows. Although management uses available information to
recognize losses on loans, because of uncertainties associated
<PAGE> 9
with local economic conditions, collateral values, and future
cash flows on impaired loans, it is reasonably possible that a
material change could occur in the allowance for loan losses in
the near term. However, the amount of the change that is
reasonably possible cannot be estimated.
The allowance for loan losses is based on estimates of
potential future losses, and ultimate losses may vary from the
current estimates. These estimates are reviewed periodically and
as adjustments become necessary, the effect of the change in
estimate is charged to operating expenses in the period incurred.
All losses are charged to the allowance for loan losses when the
loss actually occurs or when management believes that the
collectability of the principal is unlikely. Recoveries are
credited to the allowance at the time of recovery.
Bank Premises and Equipment - Bank premises and equipment
are stated at cost less accumulated depreciation. Depreciation
is provided at rates based upon estimated useful service lives
(ten to thirty years for buildings, three to ten years for
equipment) using the straight-line method for financial reporting
purposes and accelerated methods for income tax purposes.
The cost of assets retired or otherwise disposed of and the
related accumulated depreciation are eliminated from the accounts
in the year of disposal and the resulting gains or losses are
included in current operations.
Expenditures for maintenance and repairs are charged to
operations as incurred. Costs of major additions and
improvements are capitalized.
Other Real Estate - Other real estate is comprised of
properties acquired through foreclosure or negotiated settlement.
The carrying value of these properties is lower of cost or fair
value less estimated selling expenses. Loan losses arising from
the acquisition of these properties are charged against the
allowance for loan losses. Any subsequent market reductions
required are charged to other real estate expense. Revenues and
expenses associated with maintaining or disposing of foreclosed
properties are recorded during the period in which they are
incurred.
Income Taxes - The provision for income taxes is based on
income as reported in the financial statements after interest
income from state and municipal securities is excluded. Also
certain items of income and expenses are recognized in different
time periods for financial statement purposes than for income tax
purposes. Thus, provisions for deferred taxes are recorded in
recognition of such timing differences.
Deferred taxes are provided utilizing a liability method
whereby deferred tax assets are recognized for deductible
temporary differences and operating loss and tax credit
carryforwards and deferred tax liabilities are recognized for
taxable temporary differences. Temporary differences are the
differences between the reported amounts of assets and
liabilities and their tax bases. Deferred tax assets are reduced
by a valuation allowance when, in the opinion of management, it
is more likely than not that some portion or all of the deferred
tax assets will not be realized. Deferred tax assets and
liabilities are adjusted for the effects of changes in tax laws
and rates on the date of enactment.
The Company and its subsidiaries file a consolidated federal
income tax return. In addition, state income tax returns are
filed individually by the Companies in accordance with state
statutes.
Earnings per Common Share - In February 1997, Statement of
Financial Accounting Standard No. 128 "Earnings Per Share" ("SFAS
NO. 128") was issued which establishes standards for computing
and presenting earnings per share (EPS). Under SFAS No. 128,
<PAGE> 10
primary EPS is replaced with basic EPS. Basic EPS is computed by
dividing income applicable to common shares by the weighted
average shares outstanding; no dilution for any potentially
convertible shares is included in the calculation. Fully diluted
EPS, now called diluted EPS, reflects the potential dilution that
could occur if securities or other contracts to issue common
stock were exercised or converted into common stock or resulted
in the issuance of common stock that then shared in the earnings
of the company. At September 30, 1999, the company had no
convertible shares or other contracts to issue common stock. The
weighted average number of shares of common stock used to
calculate basic EPS was 2,667,731 and 2,672,804 for the three
months ended September 30, 1999 and 1998, respectively, and
2,669,304 and 2,682,497 for the nine month periods ended
September 30, 1999 and 1998, respectively.
On April 22, 1998, the organization reduced the par value of
its common shares from $5.00 to $2.50 per share to effect a 2 -
for - 1 stock split issued May 8, 1998. The earnings per common
share for the nine month period ending September 30, 1998 have
been retroactively restated for this stock split.
Statements of Cash Flows - For purposes of reporting cash
flows, cash and cash equivalents includes cash on hand and
amounts due from banks (including cash items in process of
clearing).
Comprehensive Income - The Financial Accounting Standards
Board issued Statement No. 130 "Reporting Comprehensive Income",
which became effective for fiscal years beginning after December
31, 1997. This statement establishes standards for reporting and
display of comprehensive income and its components which are
revenues, expenses, gains, and losses that under GAAP are
included in comprehensive income but excluded from net income.
The Company adopted this statement in 1998. The components of
comprehensive income are disclosed in the Statements of Changes
in Stockholders Equity for all periods presented.
<PAGE> 11
Management's Discussion and Analysis of Financial
Condition and Results of Operations
September 30, 1999
The purpose of this discussion and analysis is to focus on
significant changes in the financial condition of the Company and
its results of operations during the three-month and nine-month
periods ending September 30, 1999 and 1998. This discussion and
analysis is intended to highlight and supplement information
contained elsewhere in this Quarterly Report on Form 10-Q,
particularly the preceding Consolidated Financial Statements and
Notes to Consolidated Financial Statements. This should be read
in conjunction with the Consolidated Financial Statements, Notes
to Consolidated Financial Statements and Management's Discussion
and Analysis of Financial Condition and Results of Operations in
the 1998 Annual Report on Form 10-K.
This quarterly report on Form 10-Q includes statements that
may constitute forward-looking statements, usually containing the
words "believe", "estimate", "expect", "intend", or similar
expressions. These statements are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements inherently involve risks and
uncertainties that could cause actual results to differ
materially from those reflected in the forward-looking
statements. Factors that could cause future results to vary from
current expectations include, but are not limited to, the
following: changes in economic conditions (both generally and
more specifically in the markets in which the Company operates):
changes in interest rates, deposit flows, and loan demand,
changes in real estate values, changes in competition; changes in
accounting principles, policies, or guidelines, and changes in
government legislation and regulation (which change from time to
time and over which the Company has no control), and other risks
detailed in this quarterly report on Form 10-Q and the Company's
other Securities and Exchange Commission filings. Readers are
cautioned not to place undue reliance on these forward-looking
statements, which reflect management's analysis only as of the
date hereof. The Company undertakes no obligation to publicly
revise these forward-looking statements to reflect events or
circumstances that arise after the date hereof.
Third Quarter in Review
For the third quarter of 1999, net income was $1.1 million
compared to $1.1 million for the same quarter of 1998. Increases
in net interest income and other non-interest income of $230
thousand and $76 thousand respectively were offset by a $257
thousand increase in non-interest expenses. Earnings per common
share were $0.42 and $0.40 for the third quarters of 1999 and
1998, respectively. Return on average assets on an annualized
basis was 1.30% for the current quarter, and 1.36% for the same
quarter of 1998. For the third quarters of 1999 and 1998, return
on average equity on an annualized basis was 11.44% and 11.63%,
respectively. Cash dividends were $.18 per share for the current
quarter and $.18 per share for the same quarter of 1998.
For the first nine months of 1999, net income was $3.7
million compared to $3.1 million for the same period of 1998.
The reasons for the increase in net income for the first nine
months of 1999 compared to 1998 are: an increase in net interest
income of $582 thousand, a decrease in provision for loan losses
of $300 thousand, and an increase in gain on purchased assets of
<PAGE> 12
$329 thousand, all offset by an increase in non-interest expense
and related income taxes of $552 thousand and $247 thousand,
respectively. Earnings per common share were $1.37 and $1.15 for
the first nine months of 1999 and 1998, respectively. Return on
average assets on an annualized basis was 1.44% and 1.33% for the
first nine months of 1999 and 1998, respectively. For the first
nine months of 1999 and 1998, return on average equity on an
annualized basis was 12.74% and 11.33%, respectively. Cash
dividends were $.54 per share and $.53 per share for the first
nine months of 1999 and 1998, respectively.
Net interest income on a fully tax equivalent basis (FTE)
for the current quarter was $3.8 million, $221 thousand greater
than that of the third quarter of 1998. The net interest margin
(FTE) was 4.76% for the current quarter and 4.90% for the same
quarter of 1998. For the first nine months of 1999, net interest
income (FTE) was $11.1 million compared to $10.6 million for the
same period of 1998. The resulting net interest margin (FTE) for
the first nine months of 1999 was 4.77% compared to 4.96% for the
same period of 1998.
During the third quarter of 1999, in comparison with the
same quarter of 1998, average loans outstanding increased $33.3
million or 19.7% to $202.5 million. Average total deposits for
the current quarter increased $26.1 million or 9.6% to $299.9
million when compared to the average total deposits for the same
quarter of 1998. Average total assets for the current quarter
increased $29.0 million or 9.25% to $342.1 million when compared
to the total average assets of the third quarter of 1998. For
the first nine months of 1999, in comparison with the same period
of 1998, average loans outstanding increased $34.6 million or
21.9% to $192.7 million. Average total deposits for the current
nine-month period increased $26.4 million or 9.8% to $296.8
million when compared to the average total deposits for the same
period of 1998. Average total assets for the current nine-month
period increased $28.6 million or 9.2% to $337.8 million when
respectively compared to the total average assets of the same
period of 1998.
Earnings Analysis
Net Interest Income - The primary source of earnings for the
Bank is net interest income; the difference between interest and
fees generated from interest-earning assets less interest expense
for interest-bearing liabilities. For analytical purposes, net
interest income is presented on a tax equivalent basis, using a
34% tax rate. Certain earning assets are exempt from income
taxes, therefore a tax equivalent adjustment is included so that
tax exempt earning assets are tax equivalent and comparable with
other taxable earning assets. The primary factors that affect
net interest income are changes in volume and mix of earning
assets and interest-bearing liabilities, along with changes in
market rates.
Net interest income (FTE) for the current quarter of 1999
was $3.8 million, 6.2% greater than the same quarter of 1998.
The improvement in net interest income can be primarily
attributed to the change in volume of loans that provided an
increase of $569 thousand in interest income when comparing the
third quarter of 1999 to the third quarter of 1998. Net interest
income (FTE) for the first nine months of 1999 was $11.1 million,
an increase of $556 thousand or 5.3% over the same period of
1998. The improvement in net interest income for the first nine
months of 1999 over the same period of 1998 can also be
attributed to an increase in the volume of loans.
<PAGE> 13
Earning Assets, Interest-Bearing Liabilities, and Net
Interest Spread - During the current quarter of 1999, average
earning assets were $316.4 million, an increase of $27.5 million
or 9.5% over the third quarter of 1998. The trend in earning
assets over the quarters compared continues to show a shift in
the mix of earning assets toward the loan portfolio from the
securities portfolio as shown in the table Earning Asset
Structure. Management's strategy continues to increase the level
of earning assets as well as to alter their mix by including a
greater precentage of higher yielding loans over lower yielding
securities. The Bank's primary market area currently enjoys a
strong econoimc climate that provides lending opportunities that
did not exist in the past. The level of growth in the loan
portfolio has been relatively consistent in the nine-month periods
ended September 30, 1999 and 1998. However, there is no
guarantee that either similar levels of growth or the current
strong economic climate will continue into the future.
The trend over the quarters compared shows an increase in
interest bearing liabilities with the largest growth in
certificates of deposit and money market accounts. The Bank also
benefited from an increase in volume of non-interest bearing
deposits, even though its relationship as a percentage of total
deposits remained relatively stable. The Bank continually
strives to attract a broad core deposit base consisting of
individual and commercial customers.
For the current quarter of 1999, the average yield on
earning assets was 7.61% while the average cost of interest
bearing liabilities was 3.72%, producing a net interest spread
(FTE) of 3.89%. The net interest margin (FTE) was 4.76% for the
current quarter of 1999. In comparison, the net interest margin
(FTE) for the same quarter of 1998 was 4.90%. The cost of
interest-bearing liabilities during the third quarter of 1998 was
3.83%, while the yield on average earning assets was 7.84%,
producing a net interest spread of 4.01%. For the nine-month
period ending September 30, 1999, the average yield on earning
assets was 7.61%, while the average cost of interest-bearing
liabilities was 3.69%, producing a net interest spread (FTE) of
3.92%. The net interest margin (FTE) was 4.77% for the nine-
month period ending September 30, 1999. In comparison, the net
interest margin (FTE) for the same nine-month period of 1998 was
4.96%. The cost of interest-bearing liabilities during the first
nine-months of 1998 was 3.80%, while the yield on average earning
assets was 7.87%, producing a net interest spread of 4.07%.
The table of Average Balance Sheets and Interest Rate
Analysis for the quarterly periods ended September 30, 1999,
December 31, 1998, and September 30, 1998 and the corresponding
table of Interest Differentials detail the effects that changes
in the average balances outstanding of assets and liabilities and
the changes in interest yield and interest costs have had on net
interest income for the respective periods. Also, the tables of
Earning Asset Structure and Deposit Structure show a more
condensed, descriptive analysis of the common size percentage
changes in earning assets and deposit mix over the quarterly
periods analyzed.
<PAGE> 14
<TABLE>
<CAPTION>
Average Earning Asset Structure Third Second Third
In thousands Quarter 1999 Quarter 1999 Quarter 1998
% of % of % of
Average Earning Average Earning Average Earning
Balances Assets Balances Assets Balances Assets
<S> <C> <C> <C> <C> <C> <C>
Interest-Bearing Deposits $2,874 0.9% $6,604 2.1% $2,825 1.0%
Federal Funds Sold 7,140 2.3% 9,904 3.1% 8,541 2.9%
Securities
Taxable 94,370 29.8% 97,128 30.9% 98,137 34.0%
Non-Taxable 9,479 3.0% 8,885 2.8% 10,142 3.5%
Loans - Net 202,488 64.0% 192,186 61.1% 169,229 58.6%
Total Average Earning Assets $316,351 100.0% $314,707 100.0% $288,874 100.0%
<CAPTION>
Average Deposit Structure Third Second Third
In thousands Quarter 1999 Quarter 1999 Quarter 1998
Average % of Average % of Average % of
Balances Deposits Balances Deposits Balances Deposits
<S> <C> <C> <C> <C> <C> <C>
Non Interest-Bearing Deposits $59,038 19.7% $58,803 19.6% $53,454 19.5%
NOW Accounts 22,224 7.4% 25,036 8.3% 23,284 8.5%
Savings Accounts 32,074 10.7% 32,551 10.9% 30,799 11.2%
Money Market Deposit Accounts 64,848 21.6% 63,839 21.3% 57,341 20.9%
Certificates of Deposits less than $100,000 109,532 36.5% 106,765 35.6% 97,374 35.7%
Total Average Core Deposits 287,716 95.9% 286,994 95.7% 262,252 95.8%
Certificates of Deposits greater than $100,000 12,212 4.1% 12,915 4.3% 11,530 4.2%
Total Average Deposits $299,928 100.0% $299,909 100.0% $273,782 100.0%
Average Interest-Bearing Deposits
as a percentage of Earning Assets 76.1% 76.6% 76.3%
Average Core Deposits
as a percentage of Total Average Assets 84.1% 84.2% 83.8%
</TABLE>
<PAGE> 15
Provision for Loan Losses
Provision for Loan Losses was $225 thousand for each of the
third quarters of 1999 and 1998, respectively. For the nine-
month periods ended September 30, 1999 and 1998, Provision for
Loan Losses was $675 thousand and $975 thousand, respectively.
See the discussion of "Allowance for Loan Losses".
Other Income
Other income for the current quarter was $980 thousand, an
increase of $76 thousand or 8.4% compared to $904 thousand for
the same quarter of 1998. For the first nine months of 1999
other income was $3.3 million, an increase of $480 thousand or
17.0% from the first nine months of 1998. The primary cause for
this increase was gain on purchased assets, which grew $329
thousand when compared to the first nine months of 1998.
Gain on purchased assets was $159 thousand for the current
quarter and $146 thousand for the same period of 1998. For the
first nine months of 1999 gain on purchased assets was $900
thousand, an increase of $329 thousand or 57.6% when compared to
$571 thousand for the same period of 1998. These gains are
recognition of the collection of principal on certain loans
acquired as a result of past bank acquisitions. The Bank
continues to pursue the collection of these loans. However, the
amount of future gains, if any, are indeterminable.
During the current quarter the Bank experienced a loss from
security transactions involving Available for Sale securities of
$7 thousand. During the three month and nine months ended
September 30, 1998 there were no gains or losses involving such
transactions.
Other Expenses
Other expenses were $2.9 million for the third quarter of
1999, an increase of $257 thousand or 9.9% over the same quarter
of 1998. Salaries and employee benefits were $1.4 million for
the current quarter compared to $1.3 million for the same of
quarter of 1998. Net occupancy expense was $368 thousand for the
current quarter, compared to $333 thousand for the third quarter
of 1998. Other operating expenses were $1.1 million for the
current quarter, an increase of $139 thousand or 14.2% compared
to the same quarter of 1998.
For the first nine months of 1999, other expenses were $8.2
million, an increase of $552 thousand or 7.3% from the same
period of 1998. Salaries and employee benefits were $4.1 million
for the nine-month period compared to $3.8 million for the same
period of 1998. Net occupancy expense was $1.0 million for the
first nine months of 1999, compared to $962 thousand for the same
period of 1998. Other operating expenses were $3.0 million for
the first nine months of 1999, an increase of $208 thousand
compared to the same period of 1998.
<PAGE> 16
Applicable Income Taxes
Applicable income taxes for the current quarter were $515
thousand compared to $513 thousand for the third quarter of 1998.
Effective tax rates were 31.6% for the third quarter of 1999 and
32.5% for the quarter ended September 30, 1998. Effective tax
rates were 32.4% and 32.8% for the first nine months of 1999 and
1998. The Company's effective income tax expense as a percentage
of pretax income is different from statutory rates due to tax-
exempt interest income earned from investments in state and
municipal bonds. Interest income from state and municipal bonds
is generally exempt from federal income taxes.
Liquidity
Liquidity management is the process of ensuring that the
Company's asset and liability structure is in the proper mix to
meet the withdrawals of its depositors, fund loan commitments,
and satisfy other funding requirements. The Company's primary
source of funds is the Bank's core deposit base. During the
quarter, average core deposits were approximately $287.7 million
or 95.9% of total average deposits and 84.1% of total average
assets. For a comparison with prior period quarters see the
table entitled Deposit Structure. Other sources of liquidity are
maturities in the investment portfolio, loan maturities and
repayments, and sources of short-term borrowings. Management
continually evaluates the maturities and mix of its earning
assets and interest-bearing liabilities to monitor its ability to
meet current and future obligations and to achieve maximum net
interest income. Due to the stability of the core deposit base
as noted above, the maturities of the investment portfolio, cash
flows from the loan portfolio, and the ability of short-term
borrowings, management does not anticipate any difficulties in
meeting the needs of its depositors or in funding future loan
commitments.
Interest Rate Sensitivity
Interest rate risk is the measurement of risk exposure or
changes in net interest income and subsequently net income given
changes in the external interest rate markets. This possible
risk exposure is produced by the different repricing intervals of
interest-earning assets and interest-bearing liabilities, changes
in the mix of such assets and liabilities, and the growth of such
assets and liabilities. One measurement of interest rate risk is
gap analysis. The gap matches the repricing of interest rate
sensitive assets and liabilities for selective intervals. Gap
analysis is a static measurement based on an individual point in
time. This interest rate risk measurement process may not
indicate actual rate exposure given contractual maturity and
repricing period inconsistencies.
Management also measures interest rate risk exposure by the
process of dynamic income simulation. This process measures
possible levels of exposure more accurately given the ability to
better identify contractual maturities and repricing periods.
Key assumptions used in the simulation model include the relative
timing of prepayments on mortgage-related assets and the cash
flows and maturities of other financial instruments. These
assumptions are intrinsically uncertain and, as a result, the
model cannot specifically estimate net interest income or
precisely predict the impact of a change in interest rates on net
income or stockholders' equity. Actual results will differ from
the simulated results due to the timing, magnitude, and frequency
of interest rate changes and changes in market conditions and
management strategies, among other factors.
<PAGE> 17
The Bank's objective is to limit the impact on net interest
income from a gradual change in interest rates of 200 basis
points over twelve months to 10% of projected net interest
income. Based on the results of a dynamic income simulation, at
September 30, 1999, the Bank would expect an increase in net
interest income of $22 thousand in the event of a gradual 200
basis point increase in interest rates, and a decrease of $69
thousand in the event of a gradual 200 basis point decrease in
interest rates. Both of these changes are well within the Bank's
interest rate risk policy limits.
For gap analysis, prepayment assumptions are applied to
loans reflective of historical experience and employing a "flat-
rate" interest rate change scenario. Decay rate methodology is
applied to non fixed rate deposit accounts to arrive at the
principal and interest cash flows used in the market value
calculations given FDIC regulatory guidelines as set forth in
FDICIA 305. First, rate sensitive and non rate sensitive
balances are separated. Higher decay rates force rate sensitive
cash flows to occur within one year. Decay rates are then input
for the non rate sensitive funds. These decay rates spread the
non rate sensitive deposit balances out as far as the FDIC
regulatory guidelines allow in FDICIA 305. Decay rate
assumptions implemented are based on a flat rate environment and
at management's discretion.
The Bank has established decay rate assumptions based on
historical data collection on MMDA, Savings Accounts, Now
Accounts, and Non Interest-Bearing Accounts. The assumptions are
based on account type sensitivity patterns given the change in
the Bank's benchmark for pricing and the change in the
relationship each account type has to total deposits. Decay
rates are updated at each modeling session if warranted by rate
changes in the market or changes in non rate sensitivity patterns
given the account type. The identification of the non rate
sensitive portion of such accounts provides a more complete
picture of the actual core deposit base which may not reprice in
the same manner as the rate sensitive portion.
The Interest Rate Sensitivity Table, on page 19 presents the
Bank's interest rate sensitivity position at September 30, 1999,
using gap analysis, based on the expected maturity intervals of
interest rate sensitive assets and liabilities. The table
indicates that the Company's interest-earning assets exceed its
interest-bearing liabilities at the one year point in time
suggesting the Bank is positively rate sensitive. This table
does not necessarily reflect the impact of interest rate
movements on the Bank's net income because the effective
maturities or repricing of certain assets and liabilities is
subject to competition and other limitations. As a result,
certain assets and liabilities indicated as maturing or repricing
within a stated period may in fact mature or reprice at different
times and at different volumes.
The Bank is a member of the Federal Home Loan Bank of Dallas
(FHLB). The FHLB provides the Bank the ability to further match
the rates and maturities of its funding with those of earning
assets. Also, the FHLB provides the Bank the ability to offer
long term, fixed-rate loans to its customer base with minimal
additional interest rate risk exposure.
<PAGE> 18
<TABLE>
<CAPTION>
Interest Rate Sensitivity Table
September 30, 1999
In thousands
Expected Maturity, Years Ended:
Non- Fair
09/30/00 09/30/01 09/30/02 09/30/03 09/30/04ThereafteSensitiveTotal Value
<S> <C> <C> <C> <C> <C> <C> <C><C> <C>
Assets
Investments -
Fixed-Rate Securities $46,397 $25,754 $6,918 $4,086 $1,947 $4,951 $0 $90,053 $90,053
Average Interest Rates 0 0 0 0 0 0 0 0
Variable-Rate Securities 3,757 486 401 174 147 748 0 5,713 5,713
Average Interest Rates 0 0 0 0 0 0 0 0
Total Investments 50,154 26,240 7,319 4,260 2,094 5,699 0 95,766 95,766
Average Interest Rates 0 0 0 0 0 0 0 0
Loans -
Fixed-Rate Loans, Net 76,007 30,263 24,672 16,156 15,083 17,891 1,544 181,616 183,591
Average Interest Rates 0 0 0 0 0 0 0 0
Variable-Rate Loans, Net 11,357 3,782 2,726 1,363 960 2,264 0 22,452 22,268
Average Interest Rates 0 0 0 0 0 0 0 0
Total Loans 87,364 34,045 27,398 17,519 16,043 20,155 1,544 204,068 205,859
Average Interest Rates 0 0 0 0 0 0 0 0
Interest-Bearing Deposits in
Other Banks 1,972 0 0 0 0 0 0 1,972 1,972
Average Interest Rates 0 0 0 0 0 0 0 0
Federal Funds Sold 8,700 0 0 0 0 0 0 8,700 8,700
Average Interest Rates 0 0 0 0 0 0 0 0
Other Assets 29,873 29,873
Total Assets $148,190 $60,285 $34,717 $21,779 $18,137 $25,854 $31,417 $340,379
Liabilities
NOW and Super NOW Deposits $2,050 $5,960 $5,960 $2,332 $2,332 $4,664 $0 $23,298 $21,404
Average Interest Rates 0 0 0 0 0 0 0 0
Insured Money Market Accounts 30,843 16,660 16,660 0 0 0 0 64,163 65,330
Average Interest Rates 0 0 0 0 0 0 0 0
Savings Deposits 3,495 7,806 7,806 3,180 3,180 6,361 0 31,828 29,994
Average Interest Rates 0 0 0 0 0 0 0 0
Variable-Rate Certificates of Deposit 1,047 2,334 2,334 951 951 1,902 0 9,519 9,258
Average Interest Rates 0 0 0 0 0 0 0 0
Certificates of Deposits 69,094 39,106 1,594 2,109 289 0 0 112,192 111,693
Average Interest Rates 0 0 0 0 0 0 0 0
Non Interest-Bearing Deposits 21,092 13,241 8,319 5,234 3,299 5,981 0 57,166 57,166
Other Interest-Bearing Liabilities 195 206 218 231 245 375 0 1,470 1,461
Average Interest Rates 0 0 0 0 0 0 0 0
Other Liabilities 0 0 0 0 0 0 1,882 1,882
Stockholders' Equity 0 0 0 0 0 0 38,861 38,861
Total Liabilities and
Stockholders' Equity $127,816 $85,313 $42,891 $14,037 $10,296 $19,283 $40,743 $340,379
Interest Rate Sensitivity Gap $20,374 ($25,028) ($8,174) $7,742 $7,841 $6,571 ($9,326) $0
Cumulative Interest Rate
Sensitivity Gap $20,374 ($4,654)($12,828) ($5,086) $2,755 $9,326 $0
GAP / Assets 5.99% -7.35% -2.40% 2.27% 2.30% 1.93% -2.74%
Cumulative GAP / Assets 5.99% -1.37% -3.77% -1.49% 0.81% 2.74% 0.00%
</TABLE>
<PAGE> 19
Financial Instruments
In the normal course of business the Company enters into
agreements which, for accounting purposes, are considered off-
balance sheet activities. These agreements are loans and lines
of credit commitments to customers to extend credit at specified
rates, duration, and purpose. The commitments adhere to normal
lending policy, collateral requirements, and credit reviews.
Available loan commitments at September 30, 1999 and 1998, were
$20.2 million and $15.4 million, respectively. The Bank had
letters of credit of $425 thousand issued at September 30, 1999
compared to $547 thousand at September 30, 1998. Additionally,
the Bank has deposit customers who have credit lines available to
them through their deposit accounts. At September 30, 1999 the
available portion of these credit lines was $305 thousand
compared to $338 thousand at September 30, 1998. These credit
lines are immediately cancelable by the Bank. The credit lines
provide a source of income to the Bank through service fees
charged and interest earned on balances outstanding. The credit
lines are reviewed regularly and do not pose a material credit
risk to the Bank. To date the Bank does not have instruments
outstanding that can be specifically described as a financial
guarantee which guarantees the performance of a customer to a
third party other than the financial standby letters of credit
described above. The Bank also issues credit cards. The aggregate
credit available was $5.3 million at September 30, 1999 and $3.6
million at September 30, 1998. Applicants are reviewed through
normal lending policies and credit reviews.
The Bank is not a party to financial instruments defined as
interest rate exchange agreements, financial futures, or
financial options. Therefore, the Bank is not exposed to
interest rate risk in excess of the amount recognized in the
consolidated balance sheets as that risk may apply to interest
rate exchange agreements, financial futures, or financial
options.
Allowance for Loan Losses
The Allowance for Loan Losses was $3.9 million at September
30, 1999, or 1.9%, of loans outstanding. At September 30, 1998
the Allowance for Loan Losses was $3.4 million, or 2.0%, of loans
outstanding. Net charge-offs (recoveries) were $(131) thousand
for the current quarter, versus ($190) thousand for the same
quarter of 1998. Gross charge-offs as a percentage of average
loans were .01% and .02% in the third quarters of 1999 and 1998,
respectively. Recoveries as a percentage of gross charge-offs
for the current quarter were 1,215% versus 733% for the same
quarter of 1998. Net charge-offs (recoveries) for the first nine
months of 1999 were $313 thousand, versus ($260) thousand for the
same period in 1998. For the first nine months of 1999, gross
charge-offs as a percentage of average loans was .22%. For the
comparable period of 1998, gross charge-offs as a percentage of
average loans were .08%. For the first nine months of 1999,
recoveries as a percentage of gross charge-offs were 35.9%,
compared to 298.5% for the same period in 1998.
The Allowance for Loan Losses account represents amounts
available for possible future losses based on modeling and
management's evaluation of the loan portfolio. To ascertain the
potential losses in the portfolio, management reviews past due
loans on a monthly basis. Additionally, the loan review
department performs an ongoing review of the loan portfolio.
Loans are reviewed for compliance to the Bank's lending policy
and the borrower's current financial condition and ability to
meet scheduled repayment terms.
<PAGE> 20
The Bank maintains the balance in the Allowance for Loan
Losses in order to accept any adverse loan relationships that
have the potential to occur in the future. Impaired loans are
individually evaluated and specific portions of the allowance are
allocated to each loan, based on collateral values and the
present value of estimated cash flows. The remainder of the
allowance is unallocated and is tested for adequacy by comparing
its level to the sum of: a percentage of the balances of loans
graded substandard plus the sum of the non-impaired, non-
substandard remainder of the loan portfolio multiplied by a model-
generated "potential default" factor. The model analyzes various
classes of loans by industry to determine the inherent default
risk in each class. These risks are then quantified into
potential default factors, which are applied to each class of
loans in the Bank's portfolio. As the process applies the
"potential default' factor to the non classified portion of the
loan portfolio, additional reserves necessary because of loan
growth are accounted for.
Also in determining the level of Allowance for Loan Losses,
management considers the uncertainty in estimating loan losses,
including the possibility of improper risk ratings and specific
reserve allocations, as well as the uncertainty in predicting the
future performance of the economy in the Bank's market area. As
the Bank's ratio of loans-to-deposits continues to increase, so
does the potential for problem loans to occur at a rate uncommon
to the Bank's historical loan loss basis given smaller loan-to-
deposit ratios of the past.
Non-performing Assets
Non-performing assets include non-accrual loans, impaired
loans, repossessions and other real estate. Generally, loans are
considered non-accrual when the interest becomes 90 days past due
or when there is uncertainty about the repayment of principal and
interest in accordance with the terms of the loans. Loans past
due 90 days and still accruing at September 30, 1999 and 1998
were $524 thousand and $617 thousand, respectively. Impaired
loans having recorded investments of $5.0 million at September
30, 1999 compared to $4.4 million at September 30, 1998 have been
recognized in conformity with SFAS No. 114 as amended by SFAS No.
118. The total Allowance for Loan Losses related to these loans
was $1.2 million at September 30, 1999 compared to $1.7 million
at September 30, 1998. Interest received on impaired loans
amounted to $328 thousand at September 30, 1999 compared to $365
thousand at September 30, 1998. Non-accrual loans not included
in impaired loans were immaterial at September 30, 1999 and 1998.
Other real estate is properties held for sale acquired
through foreclosure or negotiated settlement of debt. Other real
estate was $435 thousand at September 30, 1999 and $19 thousand
at the close of the third quarter of 1998. Repossessions are
movable assets acquired through foreclosure or negotiated
settlement of debt. Repossessions at September 30, 1999 were
insignificant.
In the process of reviewing the loan portfolio, management
acknowledges certain potential problem loans that are not
classified as impaired, non-accrual, greater than 90 days
delinquent, or restructured. Management does not feel that any
of these potential problem loans are reasonably likely to have or
will have a material effect on the Company's liquidity, capital
resources, or results of operations.
<PAGE> 21
Regulatory Matters
The Bank is subject to various capital requirements
administered by the Federal Banking Agencies. Failure to meet
minimum capital requirements can initiate certain mandatory and
possibly discretionary actions by regulators that, if undertaken,
could have a material effect on the Bank's financial statements.
Various regulations require the Bank to meet specific capital
adequacy 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 classification is also subject to qualitative judgments
by the regulators about components, risk weightings, and other
factors. Quantitative measures established by regulation to
ensure capital adequacy require the Bank to maintain minimum
amounts and ratios as set forth in the section entitled Capital
Adequacy below.
Management is unaware, regulatory or otherwise, of any known
trends, events or uncertainties which are reasonably likely to
have or will have a material effect on the Company's liquidity,
capital resources, or results of operations.
Capital Adequacy
The strength of a company is in its capital, earnings
history, asset quality, and management. Capital can be increased
through the retention of earnings and the issuance of equity
stock. Management feels the current trend of earnings and
dividend distribution is sufficient to maintain its capital
adequacy requirements.
The Bank is required to maintain minimum amounts of capital
to total risk-weighted assets, as defined by the regulators. The
guidelines require total capital of 8.00%, half of which must be
Tier 1 capital. The computation of risk-weighted ratios follow
the transitional rule, which currently does not include the
unrealized gain (loss) on securities available for sale in Tier 1
capital.
The leverage ratio consists of Tier 1 capital as a
percentage of average total assets. The minimum leverage ratio
for all banks and bank holding companies is 3.00%. This minimum
ratio is dependent upon the strength of the individual bank or
holding company and may be increased by regulatory authorities on
an individual basis. The 3.00% minimum was established to make
certain that all banks have a minimum capital level to support
their assets, regardless of risk profile. As shown in the table
Capital Adequacy Ratios below, the Company's ratios for the
reporting periods exceed regulatory minimums.
<PAGE> 22
<TABLE>
<CAPTION>
Capital Adequacy Ratios
In Thousands September 30, December 31, September 30,
1999 1998 1998
<S> <C> <C> <C>
Tier 1 Capital:
Stockholders' Equity $38,527 $36,397 $35,897
Tier 2 Capital:
Allowance for Loan Losses 2,443 2,145 2,029
Total Capital $40,970 $38,542 $37,926
Risk-Weighted Ratios:
Tier 1 Capital 19.9% 21.4% 22.3%
Total Capital 21.1% 22.6% 23.6%
Leverage Ratio 11.3% 11.3% 11.5%
Stockholders' Equity 11.3% 11.1% 11.4%
<CAPTION>
Regulatory Risk-Based Capitalization Requirements
SignificantlyCritically
Well Adequately Under Under Under Under
CapitalizedCapitalizedCapitalized Capitalized Capitalized Capitalized
Risk-Weighted Ratios:
Tier 1 Capital 6.0% 4.0% < 4.0% < 4.0% < 3.0%
Total Capital 10.0% 8.0% < 8.0% < 8.0% < 6.0%
Leverage Ratio 5.0% 4.0% < 4.0% < 4.0% < 3.0% <= 2.0% tangible
equity
</TABLE>
The Company's dividend policy is determined by its Board of
Directors. The current policy is to maintain dividends at a
level which ensures that the Company is able to maintain
sufficient regulatory capital levels. The Company's primary
source of funds is the dividends received from the Bank. Under
current dividend limitations, the Bank could pay, without
regulatory approval, dividends of approximately $3.7 million.
The Company carries no debt, therefore future liquidity needs are
limited to the payment of any declared dividends. Should a
regulatory agency limit the Bank from paying dividends, the
Company maintains sufficient liquidity to maintain its
operations.
The Year 2000
The Bank has formed a Year 2000 committee. The purpose of
the committee is to identify potential costs and uncertainties
relating to the Year 2000 date change. The committee has adopted
a policy which addresses the issues concerning the Year 2000 in
five phases. The phases include awareness, assessment,
renovation, validation, and implementation. The Bank is
currently in the implementation phase. The testing and
implementation of "mission-critical" systems is substantially
complete. The Bank will continue to test "mission-critical"
systems through year-end. Also substantially complete are the
Bank's business-resumption contingency plans and the validation
method that tests the plans for effectiveness and viability.
Management does not believe that issues related to the Year 2000
will materially effect the Company's liquidity, capital resources,
or results of operation. The amount of expenses related to the
Year 2000 issue during the first nine months of 1999 was not
material.
<PAGE> 23
The discussion entitled "Year 2000" includes certain
"forward-looking statements" within the meaning of the Private
Securities Litigation Relief Act of 1995 (PSLRA). This statement
is included for the purpose of availing the Company of the
protections of the safe harbor provisions of the PSLRA.
Management's ability to predict the results or the effects of
Year 2000 issues is inherently uncertain and subject to factors
that may cause actual results to materially differ from those
anticipated. Factors that could affect actual results include:
the possibility that contingency plans and remediation efforts
will not operate as intended, the Bank's failure to timely or
completely identify all software and hardware applications that
require remediation, unexpected costs, and the general
uncertainty associated with the impact of Year 2000 issues on the
banking industry, the Bank's customers, vendors, and others with
whom it conducts business. Readers are cautioned not to place
undue reliance on these forward-looking statements.
<PAGE> 24
<TABLE>
<CAPTION>
AVERAGE BALANCE SHEETS AND INTEREST RATE ANALYSIS
In thousands
Third Quarter 1999 Second Quarter 1999 Third Quarter 1998
AVERAGE INCOME/ YIELD/ AVERAGE INCOME/ YIELD/ AVERAGE INCOME/ YIELD/
BALANCE EXPENSE RATE BALANCE EXPENSE RATE BALANCE EXPENSE RATE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Assets
Interest-Bearing Deposit Accounts $2,874 $29.7 4.10% $6,604 $114.5 6.95% $2,825 $31.1 4.37%
Federal Funds Sold and Securities
Purchased under Resale Agreements 7,140 91.6 5.09% 9,904 125.3 5.07% 8,541 115.7 5.36%
Securities:
Taxable 94,370 1,281.6 5.39% 97,128 1,312.6 5.42% 98,137 1,439.4 5.82%
Non-Taxable* 9,479 190.9 7.99% 8,885 185.0 8.35% 10,142 217.6 8.51%
Loans - Net 202,488 4,472.4 8.76% 192,186 4,244.1 8.86% 169,229 3,903.0 9.15%
Total Earning Assets $316,351 6,066.2 7.61% 314,707 5,981.5 7.62% 288,874 5,706.8 7.84%
Allowance for Loan Losses (3,659) (3,397) (3,148)
Nonearning Assets 29,360 29,725 27,361
Total Assets $342,052 341,035 313,087
Liabilities and Stockholders' Equity
NOW Accounts $22,224 109.1 1.95% $25,036 129.2 2.07% $23,284 126.2 2.15%
Savings Accounts 32,074 204.2 2.53% 32,551 205.3 2.53% 30,799 196.4 2.53%
Money Market Deposit Accounts 64,848 546.3 3.34% 63,839 508.0 3.19% 57,341 464.4 3.21%
Certificates of Deposits less than $100,000 109,532 1,257.5 4.55% 106,765 1,212.6 4.56% 97,374 1,188.4 4.84%
Certificates of Deposits greater than $100,000 12,212 134.4 4.37% 12,915 139.2 4.32% 11,530 143.2 4.93%
Total Interest-Bearing Deposits 240,890 2,251.5 3.71% 241,106 2,194.3 3.65% 220,328 2,118.6 3.81%
Other Borrowings 1,490 22.5 5.99% 1,468 19.7 5.38% 1,079 17.2 6.33%
Total Interest-Bearing Liabilities 242,380 2,274.0 3.72% 242,574 2,214.0 3.66% 221,407 2,135.8 3.83%
Non Interest-Bearing Deposits 59,038 58,803 53,454
Other Liabilities 1,632 1,409 1,508
Stockholders' Equity 39,002 38,249 36,718
Total Liabilities and Stockholders' Equity $342,052 $341,035 $313,087
Net Interest Income - Tax Equivalent Basis* 3,792.2 3,767.5 3,571.0
Tax Equivalent Adjustment (64.9) (62.9) (74.0)
Net Interest Income 3,727.3 $3,704.6 $3,497.0
Net Interest Income - Spread* 3.89% 3.96% 4.01%
Net Interest Income as a % of Total Earning Assets* 4.76% 4.80% 4.90%
*Tax Equivalent Basis - 34% Rate for the periods dated
<CAPTION>
Nine Months Ended Nine Months Ended
September 30, 1999 September 30, 1998
AVERAGE INCOME/ YIELD/ AVERAGE INCOME/ YIELD/
<S> <C> <C> <C> <C> <C> <C>
Assets
Interest-Bearing Deposit Accounts $6,441 $266.4 5.53% $3,446 $129.7 5.03%
Federal Funds Sold and Securities
Purchased under Resale Agreements 9,947 360.6 4.85% 10,875 441.2 5.42%
Securities:
Taxable 93,204 3,836.0 5.50% 102,181 4,454.3 5.83%
Non-Taxable* 9,364 584.8 8.35% 10,306 663.2 8.60%
Loans - Net 192,655 12,692.0 8.81% 158,013 11,072.0 9.37%
Total Earning Assets $311,611 17,739.8 7.61% 284,821 16,760.4 7.87%
Allowance for Loan Losses (3,551) (2,743)
Nonearning Assets 29,775 27,188
Total Assets $337,835 $309,266
Liabilities and Stockholders' Equity
NOW Accounts $24,593 375.3 2.04% $24,161 379.7 2.10%
Savings Accounts 32,203 608.2 2.53% 31,391 591.3 2.52%
Money Market Deposit Accounts 63,395 1,531.2 3.23% 54,823 1,277.1 3.11%
Certificates of Deposits less than $100,000 105,788 3,598.5 4.55% 94,631 3,464.9 4.90%
Certificates of Deposits greater than $100,000 12,328 441.8 4.79% 11,577 423.3 4.89%
Total Interest-Bearing Deposits 238,307 6,555.0 3.68% 216,583 6,136.3 3.79%
Other Borrowings 1,323 58.0 5.86% 1,112 52.9 6.36%
Total Interest-Bearing Liabilities 239,630 6,613.0 3.69% 217,695 6,189.2 3.80%
Non Interest-Bearing Deposits 58,520 53,824
Other Liabilities 1,445 1,362
Stockholders' Equity 38,240 36,385
Total Liabilities and Stockholders' Equity $337,835 $309,266
Net Interest Income - Tax Equivalent Basis* 11,126.8 10,571.2
Tax Equivalent Adjustment (198.8) (225.5)
Net Interest Income $10,928.0 $10,345.7
Net Interest Income - Spread* 3.92% 4.07%
Net Interest Income as a % of Total Earning Assets* 4.77% 4.96%
*Tax Equivalent Basis - 34% Rate for the periods dated
</TABLE>
<PAGE> 25
<TABLE>
<CAPTION>
INTEREST DIFFERENTIALS
In thousands
Nine Months Ended
Third Quarter 1999 Third Quarter 1999 September 30, 1999
vs vs vs
Second Quarter 1999 Third Quarter 1998 September 30, 1998
Change due to Total Change due to Total Change due to Total
Volume Rate Change Volume Rate Change Volume Rate Change
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Interest Earning Assets:
Interest-Bearing Deposit Accounts ($64.7) ($20.1) ($84.8) $0.5 ($1.9) ($1.4) $112.7 $24.0 $136.7
Federal Funds Sold (35.0) 1.3 (33.7) (19.1) (5.0) (24.1) (37.6) (43.0) (80.6)
Securities:
Taxable (37.3) 6.3 (31.0) (55.3) (102.5) (157.8) (391.3) (227.0) (618.3)
Non-Taxable* 12.4 (6.5) 5.9 (14.2) (12.5) (26.7) (60.7) (17.7) (78.4)
Loans 227.5 0.8 228.3 767.1 (197.7) 569.4 2,427.4 (807.4)1,620.0
Total Interest Income 102.9 (18.2) 84.7 679.0 (319.6) 359.4 2,050.5 (1,071.1) 979.4
Interest-Bearing Liabilities:
NOW Accounts (14.5) (5.6) (20.1) (5.7) (11.4) (17.1) 6.8 (11.2) (4.4)
Savings Accounts (3.0) 1.9 (1.1) 8.1 (0.3) 7.8 15.3 1.6 16.9
Money Market Deposit Accounts 8.0 30.3 38.3 60.8 21.1 81.9 199.7 54.4 254.1
Certificates of Deposits less than $100,000 31.4 13.5 44.9 148.4 (79.3) 69.1 408.5 (274.9) 133.6
Certificates of Deposits greater than $100,000 (7.6) 2.8 (4.8) 8.5 (17.3) (8.8) 27.5 (9.0) 18.5
Other Borrowings 0.3 2.5 2.8 6.6 (1.3) 5.3 10.0 (4.9) 5.1
Total Interest Expense 14.6 45.4 60.0 226.7 (88.5) 138.2 667.8 (244.0) 423.8
Increase (Decrease) in
Interest Differential $88.3 ($63.6) $24.7 $452.3 ($231.1) $221.2 $1,382.7 ($827.1) $555.6
*Tax Equivalent Basis - 34% Rate for the periods dated
</TABLE>
<PAGE> 26
Part II
Item 1. Legal Proceedings
During the normal course of business, the Company is
involved in various legal proceedings. In the opinion of
management and counsel, any liability resulting from such
proceedings would not have a material adverse effect on the
Company's financial statements.
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
(b) Reports on Form 8-K
None
<PAGE> 27
Management's Responsibility for Financial Reporting
The management of One American Corp. and Subsidiaries is
responsible for the preparation of the financial statements,
related financial data, and other information in this quarterly
report. The financial statements are prepared in accordance with
generally accepted accounting principles and include some amounts
that are necessarily based on management's informed estimates and
judgments, with consideration given to materiality. All
financial information contained in this quarterly report is
consistent with that in the financial statements.
Management fulfills its responsibility for the integrity,
objectivity, consistency, and fair presentation of the financial
statements and financial information through an accounting system
and related internal accounting controls that are designed to
provide reasonable assurance that assets are safeguarded and
transactions are authorized and recorded in accordance with
established policies and procedures. The concept of reasonable
assurance is based on the recognition that the cost of a system
of internal accounting controls should not exceed the related
benefits. As an integral part of the system of internal
accounting controls, One American Corp. and Subsidiaries has a
professional staff who monitors compliance with and assesses the
effectiveness of the system of internal accounting controls and
coordinates audit coverage with the independent public
accountant.
The Audit Committee of the Board of Directors, composed
solely of outside directors, meets periodically with management,
and the independent public accountant to review matters relating
to financial reporting, internal accounting control and the
nature, extent and results of the audit effort. The independent
public accountant has direct access to the Audit Committee with
or without the presence of management.
The financial statements as of December 31, 1998 were
examined by Hannis T. Bourgeois, L. L. P., independent public
accountants, who rendered an independent professional opinion.
Hannis T. Bourgeois, L. L. P has not reviewed the financial
statements as of September 30, 1999.
<PAGE> 28
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.
One American Corp.
By:____________________________
Frank J. Bourgeois, President
_______________________________
Date
<PAGE> 29
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1000
<S> <C>
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<PERIOD-TYPE> 9-MOS
<CASH> 11809
<INT-BEARING-DEPOSITS> 1972
<FED-FUNDS-SOLD> 8700
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 95766
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 207960
<ALLOWANCE> 3892
<TOTAL-ASSETS> 340379
<DEPOSITS> 298166
<SHORT-TERM> 0
<LIABILITIES-OTHER> 3352
<LONG-TERM> 0
<COMMON> 7500
0
0
<OTHER-SE> 31361
<TOTAL-LIABILITIES-AND-EQUITY> 340379
<INTEREST-LOAN> 12692
<INTEREST-INVEST> 4222
<INTEREST-OTHER> 627
<INTEREST-TOTAL> 17541
<INTEREST-DEPOSIT> 6613
<INTEREST-EXPENSE> 6613
<INTEREST-INCOME-NET> 10928
<LOAN-LOSSES> 675
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 8159
<INCOME-PRETAX> 5406
<INCOME-PRE-EXTRAORDINARY> 5406
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3654
<EPS-BASIC> 1.37
<EPS-DILUTED> 1.37
<YIELD-ACTUAL> 7.61
<LOANS-NON> 1017
<LOANS-PAST> 524
<LOANS-TROUBLED> 94
<LOANS-PROBLEM> 3591
<ALLOWANCE-OPEN> 3530
<CHARGE-OFFS> 489
<RECOVERIES> 176
<ALLOWANCE-CLOSE> 3892
<ALLOWANCE-DOMESTIC> 1244
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 2648
</TABLE>
