TEJAS BANCSHARES INC
10-Q, 2000-08-11
NATIONAL COMMERCIAL BANKS
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                     U.S. Securities and Exchange Commission

                             Washington, D.C. 20549

                                   ----------

                                    FORM 10Q

                      [x] QUARTERLY REPORT UNDER SECTION 13
                       OR 15(d) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934
                  For the quarterly period ended June 30, 2000

                                       OR

                     [_] TRANSITION REPORT UNDER SECTION 13
                       OR 15(d) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934

                                   ----------

                           Commission File No. 0-24023


                             TEJAS BANCSHARES, INC.


State of Organization                            IRS Employer Identification
         Texas                                   No. 75-1950688

                           905 S. Fillmore, Suite 701
                              Amarillo, Texas 79101


                   Registrant's telephone number: 806-373-7900

                                   ----------

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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.
(1) Yes __X__   No _____         (2) Yes __X__    No _____

As of June 30, 2000,  13,415,267  shares of the  Registrant's  common stock were
outstanding.

<PAGE>


                             TEJAS BANCSHARES, INC.

                                      INDEX

                                                                            Page

Part I. Financial Information

Item 1: Financial Statements:

        Condensed Consolidated Balance Sheets
          at June 30, 2000 and December 31, 1999                              1

        Condensed Consolidated Statements of Operations and Comprehensive
          Income for the three-month and six-month periods ended
          June 30, 2000 and 1999                                              2

        Condensed Consolidated Statements of Cash Flows for the
          six-month periods ended June 30, 2000 and 1999                      3

        Notes to Condensed Consolidated Financial Statements                  4

Item 2: Management's Discussion and Analysis of Financial Condition
          And Results of Operations                                           6

Part II.  Other Information                                                  13

Signatures                                                                   14

<PAGE>


                     TEJAS BANCSHARES, INC. AND SUBSIDIARIES
                          PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

                     TEJAS BANCSHARES, INC. AND SUBSIDIARIES
                Condensed Consolidated Balance Sheets (Unaudited)
                       June 30, 2000 and December 31, 1999

                                     ASSETS
                                                  June 30,         December 31,
                                                    2000               1999*
                                               -------------      -------------
Cash and due from banks                        $  16,306,690      $  20,711,268
Federal funds sold                                   940,000          4,350,000
Securities available-for-sale                      6,545,458          6,723,147

Loans                                            298,209,294        262,247,493
Less allowance for loan losses                    (5,429,247)        (4,524,678)
                                               -------------      -------------
   Loans, net                                    292,780,047        257,722,815
                                               -------------      -------------

Bank premises and equipment, net                   5,117,159          4,353,326
Accrued interest receivable                        5,015,471          3,234,949
Net deferred tax asset                             1,995,344          1,719,300
Other assets                                         313,276            226,591

                                               -------------      -------------
TOTAL ASSETS                                   $ 329,013,445      $ 299,041,396
                                               =============      =============

                      LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
   Deposits
      Demand - noninterest bearing             $  73,573,193      $  70,029,027
      Demand - interest bearing                   89,201,783         89,490,720
      Time and savings                           103,415,218         92,447,906
                                               -------------      -------------
         Total deposits                          266,190,194        251,967,653
                                               -------------      -------------

   Federal funds purchased                        12,800,000               --
   Accrued interest payable                        1,380,867            879,291
   Federal income taxes payable                       95,245            206,181
   Other liabilities                                 745,257            627,507
                                               -------------      -------------
         Total liabilities                       281,211,563        253,680,632
                                               -------------      -------------

STOCKHOLDERS' EQUITY
   Common stock                                   13,415,267         13,418,017
   Paid-in capital                                26,515,193         26,532,993
   Retained earnings                               8,129,809          5,743,180
   Accumulated other comprehensive income            (11,187)            (6,426)
   Deferred directors' compensation                 (247,200)          (327,000)
                                               -------------      -------------
         Total stockholders' equity               47,801,882         45,360,764
                                               -------------      -------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY     $ 329,013,445      $ 299,041,396
                                               =============      =============

* Condensed from audited financial statements.


     These condensed financial statements should be read only in connection
       with the accompanying notes to the condensed financial statements.


                                       1
<PAGE>


                     TEJAS BANCSHARES, INC. AND SUBSIDIARIES
                Condensed Consolidated Statements of Operations
                      and Comprehensive Income (Unaudited)
         Three-month and six-month periods ended June 30, 2000 and 1999

<TABLE>
<CAPTION>
                                                  Three-month periods ended           Six-month periods ended
                                                           June 30,                           June 30,
                                               ------------------------------      ------------------------------
                                                   2000              1999              2000              1999
                                               ------------      ------------      ------------      ------------
<S>                                            <C>               <C>               <C>               <C>
INTEREST INCOME AND FEES
  Interest and fees on loans                   $  6,397,240      $  4,036,309      $ 12,041,844      $  7,948,268
  Interest and dividends on
    investment securities                            99,962            97,298           193,942           197,633
  Interest on federal funds sold                      9,850           347,245            87,942           691,471
                                               ------------      ------------      ------------      ------------
      Total interest income                       6,507,052         4,480,852        12,323,728         8,837,372
INTEREST EXPENSE                                  2,353,807         1,289,306         4,281,036         2,597,659
                                               ------------      ------------      ------------      ------------
      Net interest income                         4,153,245         3,191,546         8,042,692         6,239,713
PROVISION FOR LOAN LOSSES                           450,000           330,000           900,000           660,000
                                               ------------      ------------      ------------      ------------
      Net interest income after provision
        for loan losses                           3,703,245         2,861,546         7,142,692         5,579,713
OTHER OPERATING INCOME
  Service charges                                   429,527           274,849           828,158           522,207
  Other                                             206,952           161,085           377,882           277,880
                                               ------------      ------------      ------------      ------------
      Total other operating income                  636,479           435,934         1,206,040           800,087
OTHER OPERATING EXPENSES
  Salaries and employee benefits                  1,129,529           963,859         2,325,501         1,894,653
  Depreciation                                      176,434            99,283           302,313           195,340
  Advertising                                        88,388            64,349           189,214           145,120
  Occupancy expense                                 112,918           102,823           207,339           207,486
  Federal Deposit Insurance Corporation
    premiums, net                                    12,370             5,672            24,345            11,018
  Professional fees                                  38,910            47,060            91,320            89,850
  Supplies, stationary and office expenses          204,414            98,862           343,099           183,864
  Taxes other than on income and salaries            75,000            23,088           150,468            45,588
  Data processing                                   224,444           227,462           480,476           431,303
  Postage                                            43,449            43,590            98,574            87,102
  Other                                             279,391           229,101           519,981           431,649
                                               ------------      ------------      ------------      ------------
      Total other operating expenses              2,385,247         1,905,149         4,732,630         3,722,973
                                               ------------      ------------      ------------      ------------
      Earnings before income taxes                1,954,477         1,392,331         3,616,102         2,656,827
INCOME TAXES                                        664,522           473,392         1,229,473           903,321
                                               ------------      ------------      ------------      ------------
NET EARNINGS                                      1,289,955           918,939         2,386,629         1,753,506
OTHER COMPREHENSIVE INCOME
  Change in unrealized gains (losses)
    on securities, net of tax                        (6,990)          (11,042)           (4,761)          (20,019)
                                               ------------      ------------      ------------      ------------
COMPREHENSIVE INCOME                           $  1,282,965      $    907,897      $  2,381,868      $  1,733,487
                                               ============      ============      ============      ============

NET EARNINGS PER SHARE-Basic                   $       0.10      $       0.07      $       0.18      $       0.13
                                               ============      ============      ============      ============

NET EARNINGS PER SHARE-Diluted                 $       0.09      $       0.07      $       0.18      $       0.13
                                               ============      ============      ============      ============
</TABLE>


     These condensed financial statements should be read only in connection
       with the accompanying notes to the condensed financial statements.


                                       2
<PAGE>


                     TEJAS BANCSHARES, INC. AND SUBSIDIARIES
           Condensed Consolidated Statements of Cash Flows (Unaudited)
                 Six-month periods ended June 30, 2000 and 1999

<TABLE>
<CAPTION>
                                                                   Six-month periods
                                                                    ended June 30,
                                                            ------------------------------
                                                                2000              1999
                                                            ------------      ------------
<S>                                                         <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net earnings                                              $  2,386,629      $  1,753,506
  Adjustments to reconcile net earnings to
    net cash provided by operating activities:
      Depreciation                                               302,313           195,340
      Deferred income taxes                                     (273,591)          (36,366)
      Amortization of deferred directors' compensation            55,200            53,400
      Provision for loan losses                                  900,000           660,000
      Amortization of premium  or (accretion) of
        discount relating to investment securities, net           (3,246)           11,312
      Changes in:
        Accrued interest receivable                           (1,780,522)         (787,818)
        Other assets                                             (86,685)          (93,381)
        Accrued interest payable                                 501,576           169,473
        Federal income taxes payable                            (110,936)          (66,994)
        Other liabilities                                        117,750           151,475
                                                            ------------      ------------
          Net cash provided by operating activities            2,008,488         2,009,947
                                                            ------------      ------------
CASH FLOWS FROM INVESTING ACTIVITIES
  Proceeds from maturities and pay-downs on
    securities available-for-sale                              2,836,367         1,448,172
  Purchases of securities available-for-sale                  (2,662,646)       (1,107,391)
  Change in loans to customers                               (35,957,232)      (17,378,961)
  Expenditures for bank premises and equipment                (1,066,146)         (984,459)
                                                            ------------      ------------
          Net cash used by investing activities              (36,849,657)      (18,022,639)
                                                            ------------      ------------
CASH FLOWS FROM FINANCING ACTIVITIES
  Net increase in deposits                                    14,222,541         8,346,283
  Net increase in federal funds purchased                     12,800,000              --
  Proceeds from the exercise of stock options                      4,050            26,499
                                                            ------------      ------------
          Net cash provided by financing activities           27,026,591         8,372,782
                                                            ------------      ------------
          Net decrease in cash and cash equivalents           (7,814,578)       (7,639,910)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD              25,061,268        50,113,175
                                                            ------------      ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                  $ 17,246,690      $ 42,473,265
                                                            ============      ============
</TABLE>


SUPPLEMENTAL DISCLOSURE OF CASH-FLOW INFORMATION

During the six-months ended June 30, 2000, pursuant to the Company's  Directors'
Stock  Compensation  Plan, 4,100 shares of common stock (total value of $24,600)
were forfeited by directors for missed meetings.


     These condensed financial statements should be read only in connection
       with the accompanying notes to the condensed financial statements.


                                       3
<PAGE>


                     TEJAS BANCSHARES, INC. AND SUBSIDIARIES
        Notes to Condensed Consolidated Financial Statements (Unaudited)


(1)  General

     See  the  Summary  of  Significant  Accounting  Policies  included  in  the
     consolidated financial statements in the Company's report on Form 10K.

     The unaudited condensed  consolidated  financial statements included herein
     were prepared from the books of the Company in  accordance  with  generally
     accepted accounting  principles and reflect all adjustments  (consisting of
     normal  recurring  accruals)  which  are,  in the  opinion  of  management,
     necessary to a fair  statement of the results of  operations  and financial
     position  for the interim  periods.  Such  financial  statements  generally
     conform to the  presentation  reflected in the  Company's  Annual Report to
     Stockholders. The current interim period reported herein is included in the
     fiscal year subject to independent audit at the end of that year and is not
     necessarily an indication of the expected results for the fiscal year.

(2)  Net Earnings Per Share

     The following is a reconciliation of the numerators and the denominators of
     the basic and diluted  earnings per share  computations  for net income for
     the three-month and six-month periods ended June 30.

<TABLE>
<CAPTION>
                                                    2000                                          1999
                                -----------------------------------------     -----------------------------------------
                                   Income        Shares        Per share        Income         Shares        Per share
                                 numerator     denominator      amount         numerator     denominator      amount
                                ----------     ----------     -----------     ----------     ----------     -----------
<S>                             <C>            <C>            <C>             <C>            <C>            <C>
Six-months ended June 30:
Basic EPS                       $2,386,629     13,415,101     $      0.18     $1,753,506     13,401,577     $      0.13
Effect of dilutive
  stock options                       --          209,859                           --          216,609
                                ----------     ----------                     ----------     ----------
Diluted EPS                     $2,386,629     13,624,960     $      0.18     $1,753,506     13,618,186     $      0.13
                                ==========     ==========                     ==========     ==========

Three-months ended June 30:
Basic EPS                       $1,289,955     13,415,098     $      0.10     $  918,939     13,404,935     $      0.07
Effect of dilutive
  stock options                       --          209,859                           --          216,609
                                ----------     ----------                     ----------     ----------
Diluted EPS                     $1,289,955     13,624,957     $      0.09     $  918,939     13,621,544     $      0.07
                                ==========     ==========                     ==========     ==========
</TABLE>

(3)  Incentive Stock Plan

     On May 19, 1998, the Company's  stockholders approved the Tejas Bancshares,
     Inc. 1998  Incentive  Stock Plan (the Plan).  The Plan's  objectives are to
     attract, retain and provide incentive to employees,  officers and directors
     and to increase  overall  shareholder  value. The number of shares reserved
     for issuance  under the plan is 1,333,333.  The Plan provides for the grant
     of both incentive stock options and non-qualified  stock options as well as
     the  grant  of  restricted  stock,  stock  appreciation  rights,   dividend
     equivalent rights,  stock awards and other stock-based  awards.  During the
     six months  ended June 30, 2000 the Company


                                       4
<PAGE>


     granted 5,000 in shares under incentive stock options to certain  employees
     and officers at the option  price of $6.00,  which is the fair market value
     of the common  stock of the  Company  as  determined  by a majority  of the
     disinterested directors of the Company.

(4)  New Banking Center

     During the first quarter of 2000,  the Company  opened a new banking center
     at 45th and Coulter in Amarillo.


            This information is an integral part of the accompanying
                  condensed consolidated financial statements.


                                       5
<PAGE>


                     TEJAS BANCSHARES, INC. AND SUBSIDIARIES

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations

Results of Operations - Three-Month and Six-Month Periods Ended June 30, 2000 as
Compared to the Three-Month and Six-Month Periods Ended June 30, 1999:

                                    Earnings

Tejas Bancshares,  Inc. and subsidiaries (the Company) reported net earnings for
the three-month period ended June 30, 2000 of $1,289,955 as compared to earnings
of $918,939 for the  three-month  period ended June 30, 1999.  The Company's net
earnings  were  $2,386,629  for the  six-month  period  ended  June 30,  2000 as
compared  earnings of $1,753,506  for the six-month  period ended June 30, 1999.
The  increase  in earnings  for 2000 was  primarily  the result of improved  net
interest income as a result of growth in earning  assets.  The return on average
assets  for the  six-month  period  ended  June 30,  2000 and 1999 was 1.53% and
1.40%,  respectively,  and  return on  average  equity  was  10.27%  and  8.32%,
respectively.

                               Net Interest Income

The largest  component of operating income is net interest income,  which is the
difference  between the income  earned on assets and interest  paid on deposits.
Net  interest  income  is  determined  by the  rates  earned  on  the  Company's
interest-earning assets and the rates paid on its interest-bearing  liabilities,
the   relative   amounts  of   interest-earning   assets  and   interest-bearing
liabilities,  and  the  degree  of  mismatch  and  the  maturity  and  repricing
characteristics of its interest-earning assets and interest-bearing liabilities.

During the six-month  periods  ended June 30, 2000 and 1999 net interest  income
was  $8,042,692,  and  $6,239,713,  respectively.  The  increase in net interest
income from 1999 to 2000 of $1,802,979  (28.90%) is primarily due to an increase
in  average  interest-earning  assets of  approximately  $56,516,000,  net of an
increase in average interest-bearing liabilities of approximately $43,133,000.

The following  table sets forth the average  consolidated  balance sheets of the
Company  for the  six-month  periods  ended June 30, 2000 and 1999 along with an
analysis of net interest  earnings for each major  category of  interest-earning
assets and interest-bearing  liabilities, the average yield or rate paid on each
category and net yield on interest-earning assets:


                                       6
<PAGE>


<TABLE>
<CAPTION>
                                                          2000                                     1999
                                       -----------------------------------------   --------------------------------------
                                          Average            Total       Average      Average         Total       Average
                                         Balance(1)        Interest        Rate      Balance(1)      Interest      Rate
                                       -------------     -------------   -------   -------------   -------------  -------
<S>                                    <C>               <C>               <C>     <C>             <C>             <C>
INTEREST-EARNING ASSETS
  Loans
    Commercial and agricultural        $ 145,740,587     $   6,289,834     8.68%   $ 106,207,450   $   4,423,067   8.40%
    Real estate - mortgage               103,190,352         4,458,172     8.69%      73,543,594       2,898,191   7.95%
    Installment loans to individuals      27,642,844         1,293,838     9.41%      13,734,935         627,010   9.21%
                                       -------------     -------------     ----    -------------   -------------   ----
      Total loans                        276,573,783        12,041,844     8.76%     193,485,979       7,948,268   8.28%

  Securities taxable                       6,642,302           193,942     5.87%       7,105,826         197,633   5.61%
  Federal funds sold and other
    interest-earning assets                3,140,604            87,942     5.63%      29,248,619         691,471   4.77%
                                       -------------     -------------     ----    -------------   -------------   ----
      Total interest-earning assets      286,356,689        12,323,728     8.65%     229,840,424       8,837,372   7.75%

NONINTEREST-EARNING ASSETS
  Cash and due from banks                 21,384,517                                  17,850,986
  Other assets                            11,098,061                                   7,043,791
  Less:  allowance for loan losses        (4,915,196)                                 (3,815,715)
                                       -------------                               -------------
      Total                            $ 313,924,071                               $ 250,919,486
                                       =============                               =============

INTEREST-BEARING
  LIABILITIES
    Interest-bearing demand            $  36,482,561     $     376,029     2.07%   $  33,492,551   $     264,392   1.59%
    Money market deposits                 55,770,956         1,059,059     3.82%      45,875,673         659,767   2.90%
    Other savings deposits                 5,871,644            66,508     2.28%       4,858,688          48,568   2.02%
    Time deposits                         90,223,036         2,522,731     5.62%      68,746,766       1,624,932   4.77%
    Federal funds purchased                7,758,242           256,709     6.65%            --              --       --
                                       -------------     -------------     ----    -------------   -------------   ----
      Total interest-bearing
        liabilities                      196,106,439         4,281,036     4.39%     152,973,678       2,597,659   3.42%

NONINTEREST-BEARING
  LIABILITIES AND STOCK-
  HOLDERS' EQUITY
    Demand deposits                       68,919,174                                  54,387,698
    Other                                  2,156,664                                   1,308,925
    Stockholders' equity                  46,741,794                                  42,249,185
                                       -------------                               -------------
      Total                            $ 313,924,071                               $ 250,919,486
                                       =============                               =============
Net interest income                                      $   8,042,692                             $   6,239,713
                                                         =============                             =============
Net yield on earning assets                                                5.65%                                   5.47%
                                                                           ====                                    ====
</TABLE>

(1)  For purposes of these  computations,  nonaccruing loans are included in the
     daily average loan amounts outstanding.


                                       7
<PAGE>


                       Other Operating Income and Expenses

Other  operating  income for the three and  six-month  periods for 2000 and 1999
increased by $200,545 (46.00%) and $405,953 (50.74%),  respectively,  because of
increased  activity on deposit  accounts.  Other  operating  expenses  increased
during the three and  six-month  periods for 2000 and 1999 by $480,098  (25.20%)
and $1,009,657  (27.12%),  respectively.  The increase was  attributable  to the
overall  growth of the Company,  including a  significant  increase in employees
from  1999 to 2000  and  increases  in  costs  to  conduct  banking  operations,
primarily data  processing,  depreciation,  franchise  tax,  supplies and office
expense.

                              Securities Portfolio

The objective of the Company in its management of the investment portfolio is to
maintain  a  portfolio  of high  quality,  relatively  liquid  investments  with
competitive  returns.  During the first  six-month  period of 2000, the weighted
average yield on taxable  securities was 5.87% as compared to 5.61% during 1999.
The  Company  primarily  invests  in U.S.  Treasury  securities  and other  U.S.
government agency obligations and mortgage-backed securities.

The amortized  cost and estimated  fair values of the major  classifications  of
available-for-sale  securities  at June 30, 2000 and  December  31, 1999 were as
follows:

                                  June 30, 2000           December 31, 1999
                             -----------------------   -----------------------
                              Amortized                Amortized
                                 Cost       Market        Cost        Market
                             ----------   ----------   ----------   ----------
Treasury securities          $2,178,012   $2,171,125   $2,203,191   $2,199,312
Government agencies           1,816,082    1,810,253    1,826,368    1,817,992
Mortgage backed securities    1,352,638    1,348,405    1,487,649    1,490,168
Other securities              1,215,675    1,215,675    1,215,675    1,215,675

                             ----------   ----------   ----------   ----------
Total securities             $6,562,407   $6,545,458   $6,732,883   $6,723,147
                             ==========   ==========   ==========   ==========

                                 Loan Portfolio

At June 30, 2000,  December 31, 1999, and June 30, 1999 net loans  accounted for
89.0%, 86.2%, and 77.7%, respectively, of total assets.

The amount of loans outstanding at June 30, 2000 and December 31, 1999 are shown
in the following table according to type of loans:


                                       8
<PAGE>


                                                  June 30,          December 31,
                                                    2000               1999
                                                ------------        ------------
Commercial                                      $119,193,358        $ 94,893,660
Agriculture                                       43,043,279          39,265,713
Real estate
   Commercial                                     71,901,997          80,150,036
   1-4 single family                              33,479,003          25,750,839
Installment loans to individuals                  28,617,781          20,580,564
Student Loans                                      1,973,877           1,606,681
                                                ------------        ------------
      Total                                     $298,209,294        $262,247,493
                                                ============        ============

                     Provision and Allowance for Loan Losses

The  following  table  summarizes  the loan loss  experience  for the  six-month
periods ended June 30, 2000 and 1999:

                                                     2000               1999
                                                 -----------        -----------
Balance of allowance for loan
   losses at the beginning of period             $ 4,524,678        $ 3,625,435
Provision charged to operations                      900,000            660,000
Charge-offs                                           (4,757)          (646,721)
Recoveries                                             9,326             26,588
                                                 -----------        -----------
Balance at end of period                         $ 5,429,247        $ 3,665,302
                                                 ===========        ===========

The Bank had no significant  nonaccrual,  past due or restructured loans at June
30, 2000. The  charge-offs  that occurred during the second quarter of last year
were  primarily  caused by three  credits.  Management is not aware of any other
loans in which it has  serious  doubts as to the  ability  of such  borrower  to
comply with present loan repayment terms.

Additions to the allowance for loan losses,  which are recorded as the provision
for loan losses on the Company's statements of operations, are made periodically
to maintain the allowance at an appropriate level based on management's analysis
of the potential  risk in the loan  portfolio.  The amount of the provision is a
function of the level of loans  outstanding,  the level of nonperforming  loans,
historical loan-loss experience,  the amount of loan losses actually charged off
or  recovered  during a given  period,  and  current  and  anticipated  economic
conditions.  The Company believes that it is conservative in the  identification
and charge off of problems  and in certain  instances,  the Company has received
recoveries on loans that were previously charged off.

At June 30,  2000 and  December  31,  1999,  the  allowance  for loan losses was
$5,429,247 and $4,524,678,  respectively,  which  represented 1.82% and 1.73% of
outstanding loans at those respective dates.


                                       9
<PAGE>


During the six-month period ended June 30, 2000, the Company recorded provisions
for loan losses of $900,000.  The  provisions  were made in connection  with the
analysis  discussed  above.  Because the Company  has a very  limited  loan loss
history,  the rapid growth in the loan portfolio and the inherent  uncertainties
in lending,  management believes that a conservative  approach to providing loan
losses is prudent.  The allowance is subjective in nature and may be adjusted in
the near term because of changes in economic  conditions or review by regulatory
examiners.  Management  expects that  appropriate,  additional future provisions
will be made as the loan portfolio grows.

                                     Capital

The Company and The First  National  Bank of Amarillo  (the Bank) are subject to
various  regulatory  capital  requirements  administered  by  banking  agencies.
Failure to meet minimum capital  requirements can initiate certain mandatory and
possibly  additional  discretionary  actions by regulators  that, if undertaken,
could have a direct material effect on the Company's financial statements. Under
capital adequacy  guidelines and the regulatory  framework for prompt corrective
action,  the Company and Bank must meet specific capital guidelines that involve
quantitative measures of the assets, liabilities,  and certain off-balance-sheet
items as calculated under  regulatory  accounting  practices.  The Company's and
Bank's  capital  amounts  and  classification  are 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 Company and Bank to maintain  minimum  amounts and ratios (set forth
in the table below) of Total and Tier I Capital (as defined in the  regulations)
to  risk-weighted  assets (as  defined),  and of Tier I Capital (as  defined) to
average assets (as defined).  Management believes, as of June 30, 2000, that the
Company  and Bank  meet all  capital  adequacy  requirements  to which  they are
subject.

The Company and the Bank  exceeded  their  regulatory  capital ratio at June 30,
2000, as set forth in the following table.

<TABLE>
<CAPTION>
                                                                                                 To Be Well
                                                                                              Capitalized Under
                                                                   For Capital                Prompt Corrective
                                          Actual                Adequacy Purposes             Action Provisions
                                 ----------------------      ------------------------     -------------------------
                                    Amount        Ratio         Amount         Ratio         Amount         Ratio
                                 -----------     ------      -----------      -------     ------------     --------
<S>                              <C>             <C>         <C>              <C>         <C>              <C>
To Risk Weighted Assets:
  Total Capital:
    Tejas Bancshares, Inc.       $51,438,000     17.88%      $23,021,000      >/=8.0%     N/A
    The Bank                      50,622,000     17.59%       23,020,000      >/=8.0%       28,775,000     >/=10.0%

  Tier I Capital:
    Tejas Bancshares, Inc.       $47,819,000     16.62%      $11,511,000      >/=4.0%     N/A
    The Bank                      47,002,000     16.33%       11,510,000      >/=4.0%       17,265,000     >\= 6.0%

To Quarterly Average Assets
  Tier I Capital:
    Tejas Bancshares, Inc.       $47,819,000     14.75%      $12,969,000      >/=4.0%     N/A
    The Bank                      47,002,000     14.50%       12,968,000      >/=4.0%       16,210,000     >/= 5.0%
</TABLE>


                                       10
<PAGE>


                              Liquidity Management

Liquidity management involves monitoring the Company's sources and uses of funds
in order to meet its day-to-day cash flow requirements while maximizing profits.
Liquidity  represents  the  ability of a Company to convert  assets into cash or
cash  equivalents  without  significant  loss and to raise  additional  funds by
increasing  liabilities.  Liquidity  management is made more complicated because
different  balance sheet components are subject to varying degrees of management
control.  For example,  the timing of maturities of the investment  portfolio is
very  predictable and subject to a high degree of control at the time investment
decisions  are made.  However,  net deposit  inflows and  outflows  are far less
predictable and are not subject to nearly the same degree of control.

The Company has  maintained a level of liquidity that is adequate to provide the
necessary  cash  requirements.  The Company's  uses federal funds as its primary
source of liquidity.  Average federal funds sold were $3,141,000 and $29,249,000
during the six-month period ended June 30, 2000 and 1999, respectively.  Average
federal funds purchased were $7,758,000  during the six-month  period ended June
30,  2000.  No federal  funds were  purchased  in the same  period in 1999.  The
Company has $40,000,000 in funds  purchased  lines available from  correspondent
banks of which  $12,800,000  was used as of June 30, 2000.  Management  also has
lined out  potential  purchasers of loans as a tool to maintain  liquidity.  The
Company has numerous loan participations with other parties, primarily financial
institutions.  Loan participations are a common commercial banking  arrangements
whereby  the  Company  sells,  on a  nonrecourse  basis,  a portion of a loan to
another party or parties.  These  arrangements  spread the risk between or among
the parties and provide  liquidity to the Company while reducing risk.  Although
no formal agreements or commitments exist,  management  believes that additional
loan participations could readily be sold for liquidity purposes,  if necessary.
Management  regularly  reviews  the  liquidity  position  of the Company and has
implemented   internal  policies  which  establish  guidelines  for  sources  of
asset-based  liquidity.  Management  believes that the  continued  growth in the
deposit base will enable the Company to meet its long-term liquidity needs.


                                       11
<PAGE>


                 Deposits and Other Interest-Bearing Liabilities

Average total deposits were  $257,267,371 and $207,361,376  during the six-month
periods for 2000 and 1999, respectively.  Average interest-bearing deposits were
$188,348,197 in 2000 as compared to $152,973,678 in 1999.

The average  daily amount of deposits and rates paid on deposits are  summarized
for the  six-months  ended June 30, 2000 and 1999 as indicated in the  following
table:

                                         2000                     1999
                                 --------------------     ---------------------
                                    Amount       Rate        Amount       Rate
                                 ------------    ----     ------------    ----
Deposits
  Noninterest-bearing demand     $ 68,919,174    0.00%    $ 54,387,698    0.00%
  Interest-bearing demand          36,482,561    2.07%      33,492,551    1.59%
  Money market deposits            55,770,956    3.82%      45,875,673    2.90%
  Other savings deposits            5,871,644    2.28%       4,858,688    2.02%
  Time deposits                    90,223,036    5.62%      68,746,766    4.77%
                                 ------------             ------------
    Total                        $257,267,371             $207,361,376
                                 ============             ============


                                       12
<PAGE>


                     TEJAS BANCSHARES, INC. AND SUBSIDIARIES

                           PART II. OTHER INFORMATION


Item 6.   Exhibits and Reports on Form 8-K

          (a)  Exhibits

               27   Financial Data Schedule for June 30, 2000

          (b)  Reports on Form 8-K

               No Form 8-K was filed with the SEC during the quarter  ended June
               30, 2000.


                                       13
<PAGE>


                     TEJAS BANCSHARES, INC. AND SUBSIDIARIES

                                   SIGNATURES

In accordance  with the  requirements  of the Exchange Act, the  registrant  has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                        TEJAS BANCSHARES, INC.


DATE: August 10, 2000                   BY:  /s/ Donald E. Powell
                                             ----------------------------------
                                             Donald E. Powell,
                                             Chief Executive Officer


DATE: August 10, 2000                   BY:  /s/ Jack Hall
                                             ----------------------------------
                                             Jack Hall, Chief Financial Officer


                                       14


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