TEJAS BANCSHARES INC
10-Q, 2000-11-14
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 September 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 September 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 September 30, 2000 and December 31, 1999                       1

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

        Condensed Consolidated Statements of Cash Flows for the
            nine-month periods ended September 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)
                    September 30, 2000 and December 31, 1999

<TABLE>
<CAPTION>
                                     ASSETS
                                                        September 30,         December 31,
                                                             2000                 1999*
                                                        -------------        -------------
<S>                                                     <C>                  <C>
Cash and due from banks                                 $  23,614,564        $  20,711,268
Federal funds sold                                          2,130,000            4,350,000
Securities available-for-sale                               7,250,349            6,723,147

Loans                                                     312,677,304          262,247,493
Less allowance for loan losses                             (6,017,037)          (4,524,678)
                                                        -------------        -------------
      Loans, net                                          306,660,267          257,722,815
                                                        -------------        -------------
Bank premises and equipment, net                            5,152,119            4,353,326
Accrued interest receivable                                 4,282,928            3,234,949
Net deferred tax asset                                      2,211,373            1,719,300
Other assets                                                  466,602              226,591
                                                        -------------        -------------
TOTAL ASSETS                                            $ 351,768,202        $ 299,041,396
                                                        =============        =============

                      LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
      Deposits
         Demand - noninterest bearing                   $  74,356,566        $  70,029,027
         Demand - interest bearing                         92,813,514           89,490,720
         Time and savings                                 112,082,030           92,447,906
                                                        -------------        -------------
            Total deposits                                279,252,110          251,967,653
                                                        -------------        -------------
      Federal funds purchased                               5,000,000                 --
      Other borrowings                                     16,000,000                 --
      Accrued interest payable                              1,028,999              879,291
      Federal income taxes payable                            221,620              206,181
      Other liabilities                                       886,577              627,507
                                                        -------------        -------------
            Total liabilities                             302,389,306          253,680,632
                                                        -------------        -------------

STOCKHOLDERS' EQUITY
      Common stock                                         13,415,267           13,418,017
      Paid-in capital                                      26,515,193           26,532,993
      Retained earnings                                     9,674,545            5,743,180
      Accumulated other comprehensive income                   (4,109)              (6,426)
      Deferred directors' compensation                       (222,000)            (327,000)
                                                        -------------        -------------
            Total stockholders' equity                     49,378,896           45,360,764
                                                        -------------        -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY              $ 351,768,202        $ 299,041,396
                                                        =============        =============
</TABLE>

* 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 nine-month periods ended September 30, 2000 and 1999

<TABLE>
<CAPTION>
                                                                  Three-month periods ended             Nine-month periods ended
                                                                         September 30,                        September 30,
                                                               -------------------------------       -------------------------------
                                                                    2000              1999               2000               1999
                                                                ------------      ------------       ------------      ------------
<S>                                                             <C>               <C>                <C>               <C>
INTEREST INCOME AND FEES
     Interest and fees on loans                                 $  7,085,420      $  4,573,436       $ 19,127,264      $ 12,521,704
     Interest and dividends on
       investment securities                                         104,563            95,018            298,505           292,651
     Interest on due from banks                                          376              --                  376              --
     Interest on federal funds sold                                   16,156           291,798            104,098           983,269
                                                                ------------      ------------       ------------      ------------
            Total interest income                                  7,206,515         4,960,252         19,530,243        13,797,624
INTEREST EXPENSE                                                   2,689,160         1,520,222          6,970,196         4,117,881
                                                                ------------      ------------       ------------      ------------
            Net interest income                                    4,517,355         3,440,030         12,560,047         9,679,743
PROVISION FOR LOAN LOSSES                                            600,000           330,000          1,500,000           990,000
                                                                ------------      ------------       ------------      ------------
            Net interest income after provision
              for loan losses                                      3,917,355         3,110,030         11,060,047         8,689,743
OTHER OPERATING INCOME
     Service charges                                                 462,064           361,392          1,290,222           883,599
     Other                                                           249,138           136,656            627,020           414,536
                                                                ------------      ------------       ------------      ------------
            Total other operating income                             711,202           498,048          1,917,242         1,298,135
OTHER OPERATING EXPENSES
     Salaries and employee benefits                                1,127,564           921,838          3,453,065         2,816,491
     Depreciation                                                    179,726           113,262            482,039           308,602
     Advertising                                                      73,561            94,265            262,775           239,385
     Occupancy expense                                               123,464           116,545            330,803           324,031
     Federal Deposit Insurance Corporation
       premiums, net                                                  12,513             5,744             36,858            16,762
     Professional fees                                                66,467            40,433            157,787           130,283
     Supplies, stationary and office expenses                         91,944            95,562            435,043           279,426
     Taxes other than on income and salaries                          76,737            27,383            227,205            72,971
     Data processing                                                 210,692           205,530            691,168           636,833
     Postage                                                          41,131            40,368            139,705           127,470
     Other                                                           267,322           204,859            787,303           636,508
                                                                ------------      ------------       ------------      ------------
            Total other operating expenses                         2,271,121         1,865,789          7,003,751         5,588,762
                                                                ------------      ------------       ------------      ------------
            Earnings before income taxes                           2,357,436         1,742,289          5,973,538         4,399,116
INCOME TAXES                                                         812,700           592,302          2,042,173         1,495,623
                                                                ------------      ------------       ------------      ------------
NET EARNINGS                                                       1,544,736         1,149,987          3,931,365         2,903,493
OTHER COMPREHENSIVE INCOME
     Change in unrealized gains (losses)
       on securities, net of tax                                       7,078            (4,917)             2,317           (24,936)
                                                                ------------      ------------       ------------      ------------
COMPREHENSIVE INCOME                                            $  1,551,814      $  1,145,070       $  3,933,682      $  2,878,557
                                                                ============      ============       ============      ============

NET EARNINGS PER SHARE-Basic                                    $       0.12      $       0.09       $       0.29      $       0.22
                                                                ============      ============       ============      ============

NET EARNINGS PER SHARE-Diluted                                  $       0.11      $       0.08       $       0.29      $       0.21
                                                                ============      ============       ============      ============
</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)
              Nine-month periods ended September 30, 2000 and 1999

<TABLE>
<CAPTION>
                                                                                                        Nine-month periods
                                                                                                        ended September 30,
                                                                                                 ----------------------------------
                                                                                                     2000                  1999
                                                                                                 ------------          ------------
<S>                                                                                              <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net earnings                                                                                $  3,931,365          $  2,903,493
     Adjustments to reconcile net earnings to
         net cash provided by operating activities:
             Depreciation                                                                             482,039               308,602
             Deferred income taxes                                                                   (493,266)             (218,117)
             Amortization of deferred directors' compensation                                          80,400                43,200
             Provision for loan losses                                                              1,500,000               990,000
             Amortization of premium  or (accretion) of
                 discount relating to investment securities, net                                      (12,096)               15,971
             Changes in:
                 Accrued interest receivable                                                       (1,047,979)             (506,713)
                 Other assets                                                                        (240,011)               96,312
                 Accrued interest payable                                                             149,708               (48,147)
                 Federal income taxes payable                                                          15,439               219,739
                 Other liabilities                                                                    259,070               330,584
                                                                                                 ------------          ------------
                     Net cash provided by operating activities                                      4,624,669             4,134,924
                                                                                                 ------------          ------------
CASH FLOWS FROM INVESTING ACTIVITIES
     Proceeds from maturities and pay-downs on
         securities available-for-sale                                                              3,150,950             2,639,886
     Purchases of securities available-for-sale                                                    (3,662,546)           (2,210,141)
     Change in loans to customers                                                                 (50,437,452)          (41,857,225)
     Expenditures for bank premises and equipment                                                  (1,280,832)           (1,392,299)
                                                                                                 ------------          ------------
                     Net cash used by investing activities                                        (52,229,880)          (42,819,779)
                                                                                                 ------------          ------------
CASH FLOWS FROM FINANCING ACTIVITIES
     Net increase in deposits                                                                      27,284,457            33,675,082
     Net increase in federal funds purchased                                                        5,000,000                  --
     Net increase in other borrowings                                                              16,000,000                  --
     Proceeds from the exercise of stock options                                                        4,050                61,299
                                                                                                 ------------          ------------
                     Net cash provided by financing activities                                     48,288,507            33,736,381
                                                                                                 ------------          ------------
                     Net increase (decrease) in cash and cash equivalents                             683,296            (4,948,474)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                                   25,061,268            50,113,175
                                                                                                 ------------          ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                       $ 25,744,564          $ 45,164,701
                                                                                                 ============          ============
</TABLE>

SUPPLEMENTAL DISCLOSURE OF CASH-FLOW INFORMATION
During the  nine-months  ended  September  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 nine-month periods ended September 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>
Nine-months ended September 30:
Basic EPS                                $3,931,365   13,415,157   $     0.29   $2,903,493   13,404,009   $     0.22
Effect of dilutive
   stock options                                 --      209,858                        --      215,125
                                         ----------   ----------                ----------   ----------
Diluted EPS                              $3,931,365   13,625,015   $     0.29   $2,903,493   13,619,134   $     0.21
                                         ==========   ==========                ==========   ==========

Three-months ended September 30:
Basic EPS                                $1,544,736   13,415,268   $     0.12   $1,149,987   13,408,794   $     0.09
Effect of dilutive
   stock options                                 --      209,858                        --      215,125
                                         ----------   ----------                ----------   ----------
Diluted EPS                              $1,544,736   13,625,126   $     0.11   $1,149,987   13,623,919   $     0.08
                                         ==========   ==========                ==========   ==========
</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


                                       4
<PAGE>

     grant of restricted stock, stock appreciation  rights,  dividend equivalent
     rights,  stock awards and other stock-based awards.  During the nine months
     ended  September  30,  2000  the  Company  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.

(5)  Other Borrowings

     During  the  third  quarter  of 2000,  the  Company  became a member of the
     Federal  Home Loan Bank System.  As a member,  the Company may borrow up to
     $28,790,000  with  various  rate and  repayment  options.  The  outstanding
     balance as of September 30, 2000 was $16,000,000.


            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 Nine-Month  Periods Ended September 30,
2000 as Compared to the Three-Month  and Nine-Month  Periods Ended September 30,
1999:

                                    Earnings

Tejas Bancshares,  Inc. and subsidiaries (the Company) reported net earnings for
the  three-month  period ended  September  30, 2000 of $1,544,736 as compared to
earnings of $1,149,987 for the three-month  period ended September 30, 1999. The
Company's net earnings were $3,931,365 for the nine-month period ended September
30, 2000 as compared to earnings of $2,903,493 for the  nine-month  period ended
September  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 nine-month  period ended September 30, 2000 and
1999 was 1.62% and 1.51%, respectively,  and return on average equity was 11.05%
and 9.08%, 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  nine-month  periods  ended  September 30, 2000 and 1999 net interest
income was  $12,560,047,  and  $9,679,743,  respectively.  The  increase  in net
interest income from 1999 to 2000 of $2,880,304  (29.76%) is primarily due to an
increase in average interest-earning assets of approximately $61,533,000, net of
an   increase  in  average   interest-bearing   liabilities   of   approximately
$47,944,000.

The following  table sets forth the average  consolidated  balance sheets of the
Company for the nine-month  periods ended September 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
Interest bearing due from banks          $     11,432     $        376     4.39%     $         --     $         --       --
Loans
  Commercial and agricultural             152,828,208       10,165,028     8.88%      109,025,302        6,700,137     8.22%
  Real estate - mortgage                  105,635,597        6,912,541     8.74%       76,791,822        4,811,502     8.38%
  Installment loans to individuals         28,573,977        2,049,695     9.58%       14,761,101        1,010,065     9.15%
                                         ------------     ------------     ----      ------------     ------------     ----
    Total loans                           287,037,782       19,127,264     8.90%      200,578,225       12,521,704     8.35%

Securities taxable                          6,679,159          298,505     5.97%        7,026,540          292,651     5.57%
Federal funds sold and other
  interest-earning assets                   2,411,316          104,098     5.77%       27,001,952          983,269     4.87%
                                         ------------     ------------     ----      ------------     ------------     ----
    Total interest-earning assets         296,139,689       19,530,243     8.81%      234,606,717       13,797,624     7.86%

NONINTEREST-EARNING ASSETS
      Cash and due from banks              21,424,885                                  18,389,898
      Other assets                         11,466,218                                   7,330,652
      Less:  allowance for loan losses     (5,158,923)                                 (3,863,047)
                                         ------------                                ------------
        Total                            $323,871,869                                $256,464,220
                                         ============                                ============

INTEREST-BEARING
    LIABILITIES
      Interest-bearing demand            $ 36,774,784     $    555,534     2.02%     $ 33,457,954     $    417,367     1.67%
      Money market deposits                54,688,737        1,567,529     3.83%       47,965,621        1,110,735     3.10%
      Other savings deposits                5,971,574          101,968     2.28%        5,027,053           77,217     2.05%
      Time deposits                        95,311,282        4,160,544     5.83%       69,844,128        2,512,562     4.81%
      Federal funds purchased               9,850,182          502,289     6.81%               --               --       --
      Other borrowings                      1,642,336           82,332     6.70%               --               --       --
                                         ------------     ------------     ----      ------------     ------------     ----
        Total interest-bearing
          liabilities                     204,238,895        6,970,196     4.56%      156,294,756        4,117,881     3.52%

NONINTEREST-BEARING
    LIABILITIES AND STOCK-
    HOLDERS' EQUITY
      Demand deposits                      69,935,009                                  56,149,757
      Other                                 2,187,793                                   1,247,141
      Stockholders' equity                 47,510,172                                  42,772,566
                                         ------------                                ------------
        Total                            $323,871,869                                $256,464,220
                                         ============                                ============

Net interest income                                       $ 12,560,047                                $  9,679,743
                                                          ============                                ============
Net yield on earning assets                                                5.67%                                       5.52%
                                                                           ====                                        ====
</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 nine-month  periods for 2000 and 1999
increased by $213,154 (42.80%) and $619,107  (47.69%),  respectively,  primarily
because of increased activity on deposit accounts.  Fees also increased in trust
services,  ATM/debit cards and merchant credit cards.  Other operating  expenses
increased during the three and nine-month  periods for 2000 and 1999 by $405,332
(21.72%) and $1,414,989 (25.32%), 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 nine-month  period of 2000, the weighted
average yield on taxable  securities was 5.97% as compared to 5.57% 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 September 30, 2000 and December 31, 1999 were
as follows:

<TABLE>
<CAPTION>
                                         September 30, 2000                        December 31, 1999
                                  -------------------------------           -------------------------------
                                   Amortized                                Amortized
                                     Cost                Market                Cost                Market
                                  ----------           ----------           ----------           ----------
<S>                               <C>                  <C>                  <C>                  <C>
Treasury securities               $2,185,246           $2,182,811           $2,203,191           $2,199,312
Government agencies                1,804,694            1,803,406            1,826,368            1,817,992
Mortgage backed securities         1,250,960            1,248,457            1,487,649            1,490,168
Other securities                   2,015,675            2,015,675            1,215,675            1,215,675

                                  ----------           ----------           ----------           ----------
Total securities                  $7,256,575           $7,250,349           $6,732,883           $6,723,147
                                  ==========           ==========           ==========           ==========
</TABLE>

                                 Loan Portfolio

At September  30, 2000,  December 31,  1999,  and  September  30, 1999 net loans
accounted for 87.2%, 86.2%, and 78.9%, respectively, of total assets.

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


                                       8
<PAGE>

                                                 September 30,      December 31,
                                                     2000               1999
                                                 ------------       ------------
Commercial                                       $115,655,249       $ 94,893,660
Agriculture                                        50,815,068         39,265,713
Real estate
   Commercial                                      78,311,470         80,150,036
   1-4 single family                               35,923,039         25,750,839
Installment loans to individuals                   29,193,999         20,580,564
Student Loans                                       2,778,479          1,606,681

                                                 ------------       ------------
      Total                                      $312,677,304       $262,247,493
                                                 ============       ============

                     Provision and Allowance for Loan Losses

The following  table  summarizes  the loan loss  experience  for the  nine-month
periods ended September 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                    1,500,000        990,000
    Charge-offs                                          (18,911)      (656,968)
    Recoveries                                            11,270        232,159
                                                     -----------    -----------
    Balance at end of period                         $ 6,017,037    $ 4,190,626
                                                     ===========    ===========

The Bank had no significant  nonaccrual or  restructured  loans at September 30,
2000.  Loans past due 90 days or more were $144,000 on September  30, 2000.  The
charge-offs  that occurred  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.


                                       9
<PAGE>

At September  30, 2000 and December 31, 1999,  the allowance for loan losses was
$6,017,037 and $4,524,678,  respectively,  which  represented 1.92% and 1.73% of
outstanding loans at those respective dates.

During the  nine-month  period ended  September 30, 2000,  the Company  recorded
provisions for loan losses of $1,500,000. 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 September 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 September
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.       $ 53,280,000     17.22%      $ 24,757,000  > 8.0%      N/A
      The Bank                       52,457,000     16.95%        24,755,000  > 8.0%    30,944,000   > 10.0%

   Tier I Capital:
      Tejas Bancshares, Inc.       $ 49,385,000     15.96%      $ 12,379,000  > 4.0%      N/A
      The Bank                       48,563,000     15.69%        12,377,000  > 4.0%    18,566,000   > 6.0%
</TABLE>


                                       10
<PAGE>

<TABLE>
<S>                                <C>              <C>         <C>           <C>       <C>          <C>
To Quarterly Average Assets
   Tier I Capital:
      Tejas Bancshares, Inc.       $ 49,385,000     15.25%      $ 12,955,000  > 4.0%      N/A
      The Bank                       48,563,000     15.00%        12,954,000  > 4.0%    16,192,000   > 5.0%
</TABLE>

                              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 and borrowings
from the Federal  Home Loan Bank as its  primary  source of  liquidity.  Average
federal funds sold were $2,411,316 and $27,001,952  during the nine-month period
ended September 30, 2000 and 1999, respectively. Average federal funds purchased
were  $9,850,182  during the  nine-month  period ended  September  30, 2000.  No
federal  funds  were  purchased  in the same  period in 1999.  The  Company  has
$45,000,000 in funds purchased lines available from correspondent banks of which
$5,000,000 was used as of September 30, 2000.  Borrowings  from the Federal Home
Loan Bank were  $16,000,000 as of September 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 $262,681,386 and $212,444,513  during the nine-month
periods for 2000 and 1999, respectively.  Average interest-bearing deposits were
$192,746,377 in 2000 as compared to $156,294,756 in 1999.

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

<TABLE>
<CAPTION>
                                          2000                      1999
                                -----------------------   ------------------------
                                     Amount       Rate          Amount       Rate
                                --------------- -------   ---------------  -------
<S>                             <C>               <C>     <C>               <C>
Deposits
   Noninterest-bearing demand   $    69,935,009   0.00%   $    56,149,757   0.00%
   Interest-bearing demand           36,774,784   2.02%        33,457,954   1.67%
   Money market deposits             54,688,737   3.83%        47,965,621   3.10%
   Other savings deposits             5,971,574   2.28%         5,027,053   2.05%
   Time deposits                     95,311,282   5.83%        69,844,128   4.81%
                                ---------------           ---------------
      Total                     $   262,681,386           $   212,444,513
                                ===============           ===============
</TABLE>


                                       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 September 30, 2000

(b)  Reports on Form 8-K

          No Form 8-K was filed with the SEC during the quarter ended  September
          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: November 13, 2000            BY: /s/ Donald E. Powell
                                       -----------------------------------------
                                       Donald E. Powell, Chief Executive Officer


DATE: November 13, 2000            BY: /s/ Jack Hall
                                       -----------------------------------------
                                       Jack Hall, Chief Financial Officer


                                       14


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