TEJAS BANCSHARES INC
10-Q, 2000-05-15
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 March 31, 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 March 31, 2000,  13,414,667  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 March 31, 2000 and December 31, 1999                            1

         Condensed Consolidated Statements of Operations and Comprehensive
              Income for the three-month periods ended
              March 31, 2000 and 1999                                          2

         Condensed Consolidated Statements of Cash Flows for the
              three-month periods ended March 31, 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

<TABLE>
                     TEJAS BANCSHARES, INC. AND SUBSIDIARIES
                      Condensed Consolidated Balance Sheets
                March 31, 2000 and December 31, 1999 (Unaudited)

<CAPTION>
                                     ASSETS

                                                                  March 31,          December 31,
                                                                    2000                1999*
                                                                -------------       -------------
<S>                                                             <C>                 <C>
Cash and due from banks                                         $  18,212,231       $  20,711,268
Federal funds sold                                                       --             4,350,000
Securities available-for-sale                                       6,638,993           6,723,147

Loans                                                             275,702,107         262,247,493
Less allowance for loan losses                                     (4,978,462)         (4,524,678)
                                                                -------------       -------------
      Loans, net                                                  270,723,645         257,722,815
                                                                -------------       -------------

Bank premises and equipment, net                                    5,037,477           4,353,326
Accrued interest receivable                                         4,008,405           3,234,949
Net deferred tax asset                                              1,821,647           1,719,300
Other assets                                                          282,263             226,591

                                                                -------------       -------------
TOTAL ASSETS                                                    $ 306,724,661       $ 299,041,396
                                                                =============       =============

                      LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
      Deposits
         Demand - noninterest bearing                           $  69,553,934       $  70,029,027
         Demand - interest bearing                                 90,941,434          89,490,720
         Time and savings                                          97,287,515          92,447,906
                                                                -------------       -------------
            Total deposits                                        257,782,883         251,967,653
                                                                -------------       -------------

      Accrued interest payable                                      1,072,925             879,291
      Federal income taxes payable                                    664,626             206,181
      Other liabilities                                               715,610             627,507
                                                                -------------       -------------
            Total liabilities                                     260,236,044         253,680,632
                                                                -------------       -------------

STOCKHOLDERS' EQUITY
      Common stock                                                 13,414,667          13,418,017
      Paid-in capital                                              26,513,993          26,532,993
      Retained earnings                                             6,839,854           5,743,180
      Accumulated other comprehensive income                           (4,197)             (6,426)
      Deferred directors' compensation                               (275,700)           (327,000)
                                                                -------------       -------------
            Total stockholders' equity                             46,488,617          45,360,764
                                                                -------------       -------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                      $ 306,724,661       $ 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>

<TABLE>

                     TEJAS BANCSHARES, INC. AND SUBSIDIARIES
 Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited)
                Three-month periods ended March 31, 2000 and 1999
<CAPTION>

                                                      Three-month periods ended
                                                                March 31,
                                                     ----------------------------
                                                         2000             1999
                                                     -----------      -----------
<S>                                                  <C>              <C>
INTEREST INCOME AND FEES
     Interest and fees on loans                      $ 5,644,604      $ 3,911,959
     Interest and dividends on
       investment securities                              93,980          100,335
     Interest on federal funds sold                       78,092          344,226
                                                     -----------      -----------
            Total interest income                      5,816,676        4,356,520
INTEREST EXPENSE                                       1,927,229        1,308,353
                                                     -----------      -----------
            Net interest income                        3,889,447        3,048,167
PROVISION FOR LOAN LOSSES                                450,000          330,000
                                                     -----------      -----------
            Net interest income after provision
              for loan losses                          3,439,447        2,718,167
OTHER OPERATING INCOME
     Service charges                                     398,631          247,358
     Other                                               170,930          116,795
                                                     -----------      -----------
            Total other operating income                 569,561          364,153
OTHER OPERATING EXPENSES
     Salaries and employee benefits                    1,195,972          930,794
     Depreciation                                        125,879           96,057
     Advertising                                         100,826           80,771
     Occupancy expense                                    94,421          104,663
     Federal Deposit Insurance Corporation
       premiums, net                                      11,975            5,346
     Professional fees                                    52,410           42,790
     Supplies, stationary and office expenses            138,685           85,002
     Taxes other than on income and salaries              75,468           22,500
     Data processing                                     256,032          203,841
     Postage                                              55,125           43,512
     Other                                               240,590          202,548
                                                     -----------      -----------
            Total other operating expenses             2,347,383        1,817,824
                                                     -----------      -----------
            Earnings before income taxes               1,661,625        1,264,496
INCOME TAXES                                             564,951          429,929
                                                     -----------      -----------
NET EARNINGS                                           1,096,674          834,567
OTHER COMPREHENSIVE INCOME
     Change in unrealized gains (losses)
       on securities, net of tax                           2,229           (8,977)
                                                     -----------      -----------
COMPREHENSIVE INCOME                                 $ 1,098,903      $   825,590
                                                     ===========      ===========

NET EARNINGS PER SHARE-Basic                         $      0.08      $      0.06
                                                     ===========      ===========

NET EARNINGS PER SHARE-Diluted                       $      0.08      $      0.06
                                                     ===========      ===========
</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)
                Three-month periods ended March 31, 2000 and 1999
<TABLE>
<CAPTION>

                                                                                     Three-month periods
                                                                                        ended March 31,
                                                                               ------------       ------------
                                                                                    2000               1999
                                                                               ------------       ------------

<S>                                                                            <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net earnings                                                              $  1,096,674       $    834,567
     Adjustments to reconcile net earnings to
         net cash provided by operating activities:
             Depreciation                                                           125,879             96,057
             Deferred income taxes                                                 (103,495)          (112,200)
             Amortization of deferred directors' compensation                        26,700             26,400
             Provision for loan losses                                              450,000            330,000
             Amortization of premium  or (accretion) of
                 discount relating to investment securities, net                      3,302              6,533
             Changes in:
                 Accrued interest receivable                                       (773,456)          (231,385)
                 Other assets                                                       (55,672)            55,175
                 Accrued interest payable                                           193,634             23,885
                 Federal income taxes payable                                       458,445            457,129
                 Other liabilities                                                   88,103            110,985
                                                                               ------------       ------------
                     Net cash provided by operating activities                    1,510,114          1,597,146
                                                                               ------------       ------------
CASH FLOWS FROM INVESTING ACTIVITIES
     Proceeds from maturities and pay-downs on
         securities available-for-sale                                            2,255,010          1,309,664
     Purchases of securities available-for-sale                                  (2,170,781)        (1,107,391)
     Change in loans to customers                                               (13,450,830)        (4,517,834)
     Expenditures for bank premises and equipment                                  (810,030)          (292,179)
                                                                               ------------       ------------
                     Net cash used by investing activities                      (14,176,631)        (4,607,740)
                                                                               ------------       ------------
CASH FLOWS FROM FINANCING ACTIVITIES
     Net increase in deposits                                                     5,815,230          3,349,629
     Proceeds from the exercise of stock options                                      2,250              2,550
                                                                               ------------       ------------
                     Net cash provided by financing activities                    5,817,480          3,352,179
                                                                               ------------       ------------
                     Net increase (decrease) in cash and cash equivalents        (6,849,037)           341,585
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                 25,061,268         50,113,175
                                                                               ------------       ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                     $ 18,212,231       $ 50,454,760
                                                                               ============       ============
</TABLE>

SUPPLEMENTAL DISCLOSURE OF CASH-FLOW INFORMATION
During  the  three-months  ended  March  31,  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 periods ended March 31.

<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>
Year Ended:
Basic EPS                             $  1,096,674      13,415,104      $     0.08      $834,567       13,398,182      $     0.06
Effect of dilutive
   stock options                                --         213,284                            --          220,050
                                      ------------      ----------                      --------       ----------
Diluted EPS                           $  1,096,674      13,628,388      $     0.08      $834,567       13,618,232      $     0.06
                                      ============      ==========                      ========       ==========

</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
     three months ended March 31, 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
<PAGE>






(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  Periods Ended March 31, 2000 as Compared to
the Three-Month Periods Ended March 31, 1999:


                                    Earnings

Tejas Bancshares,  Inc. and subsidiaries (the Company) incurred net earnings for
the  three-month  period  ended  March 31,  2000 of  $1,096,674  as  compared to
earnings of $834,567  for the  three-month  period  ended  March 31,  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  three-month  period  ended  March 31,  2000 and 1999 was  1.45% and  1.36%,
respectively, and return on average equity was 9.56% and 8.10%, 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 three-month periods ended March 31, 2000 and 1999 net interest income
was  $3,889,447,  and  $3,048,167,  respectively.  The  increase in net interest
income from 1999 to 2000 of $841,280 (27.60%) is primarily due to an increase in
average interest-earning assets of approximately $48,958,500, net of an increase
in average interest-bearing liabilities of approximately $33,585,800.

The following  table sets forth the average  consolidated  balance sheets of the
Company and subsidiary for the three-month periods ended March 31, 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          $ 133,914,437      $   2,812,282      8.45%     $ 108,007,689     $   2,287,204     8.59%
      Real estate - mortgage                 104,675,179          2,239,406      8.60%        70,079,445         1,328,939     7.69%
      Installment loans to individuals        25,297,091            592,916      9.43%        12,695,833           295,816     9.45%
                                           -------------      -------------      ----      -------------     -------------     ----
        Total loans                          263,886,707          5,644,604      8.60%       190,782,967         3,911,959     8.32%

    Securities taxable                         6,686,243             93,980      5.65%         7,191,684           100,335     5.66%
    Federal funds sold and other
      interest-earning assets                  5,630,220             78,092      5.58%        29,270,000           344,226     4.77%
                                           -------------      -------------      ----      -------------     -------------     ----
        Total interest-earning assets        276,203,170          5,816,676      8.47%       227,244,651         4,356,520     7.77%

NONINTEREST-EARNING ASSETS
      Cash and due from banks                 21,757,628                                      18,599,022
      Other assets                            10,279,812                                       6,639,188
      Less:  allowance for loan losses        (4,688,125)                                     (3,769,122)
                                           -------------                                   --------------
        Total                              $ 303,552,485                                   $ 248,713,739
                                           =============                                   ==============


INTEREST-BEARING
    LIABILITIES
      Interest-bearing demand              $  35,844,103      $     182,548      2.05%     $  33,030,921     $     130,982     1.61%
      Money market deposits                   55,905,203            527,653      3.80%        44,338,545           313,597     2.87%
      Other savings deposits                   5,682,407             31,478      2.23%         4,678,243            23,155     2.01%
      Time deposits                           85,683,422          1,152,195      5.41%        69,745,328           840,619     4.89%
      Federal funds purchased                  2,263,736             33,355      5.93%                --                --       --
                                           -------------      -------------      ----      -------------     -------------     ----
        Total interest-bearing
          liabilities                        185,378,871          1,927,229      4.18%       151,793,037         1,308,353     3.50%

NONINTEREST-BEARING
    LIABILITIES AND STOCK-
    HOLDERS' EQUITY
      Demand deposits                         70,039,979                                      53,872,746
      Other                                    1,998,216                                       1,263,189
      Stockholders' equity                    46,135,419                                      41,784,767
                                           -------------                                   -------------
        Total                              $ 303,552,485                                   $ 248,713,739
                                           =============                                   =============

Net interest income                                           $   3,889,447                                  $   3,048,167
                                                              =============                                  =============
Net yield on earning assets                                                      5.66%                                         5.44%
                                                                                 ====                                          ====
</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-month  periods  for 2000  increased  by
$205,408 (56%), due to increased  activity on deposit accounts.  Other operating
expenses  increased  during the three-month  periods for 2000 by $529,559 (29%).
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 and depreciation.


                              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 three-month period of 2000, the weighted
average yield on taxable  securities was 5.65% as compared to 5.66% 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 March 31, 2000 and  December 31, 1999 were as
follows:

<TABLE>
<CAPTION>

                                                       March 31, 2000         December 31, 1999
                                                 -----------------------   -----------------------
                                                  Amortized                             Amortized
                                                     Cost       Market         Cost       Market
                                                 ----------   ----------   ----------   ----------
<S>                                              <C>          <C>          <C>          <C>
Treasury securities                              $2,170,782   $2,170,782   $2,203,191   $2,199,312
Government agencies                               1,825,281    1,815,415    1,826,368    1,817,992
Mortgage-backed securities                        1,433,615    1,437,121    1,487,649    1,490,168
Other securities                                  1,215,675    1,215,675    1,215,675    1,215,675
                                                 ----------   ----------   ----------   ----------
Total securities                                 $6,645,353   $6,638,993   $6,732,883   $6,723,147
                                                 ==========   ==========   ==========   ==========
</TABLE>



                                 Loan Portfolio

At March 31, 2000 and December 31, 1999 net loans accounted for 88.3% and 86.2%,
respectively, of total assets.

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


                                       8
<PAGE>




                                                   March 31,     December 31,
                                                     2000           1999
                                                 ------------   ------------
Commercial                                       $108,254,122   $ 94,893,660
Agricultural                                       37,095,686     39,265,713
Real estate
   Commercial                                      73,594,875     80,150,036
   1-4 single family                               27,834,664     25,750,839
Installment loans to individuals                   26,986,625     20,580,564
Student Loans                                       1,936,135      1,606,681

                                                 ------------   ------------
      Total                                      $275,702,107   $262,247,493
                                                 ============   ============

                     Provision and Allowance for Loan Losses

The following  table  summarizes the loan loss  experience  for the  three-month
periods ended March 31, 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                        450,000          330,000
Charge-offs                                               (507)          (4,760)
Recoveries                                               4,291           23,260
                                                   -----------      -----------
Balance at end of period                           $ 4,978,462      $ 3,973,935
                                                   ===========      ===========


The Bank had no significant nonaccrual,  past due or restructured loans at March
31,  2000.  Management  is not aware of any other  loans in which it has serious
doubts as to the ability of the 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 March 31, 2000 and  December  31,  1999,  the  allowance  for loan losses was
$4,978,462 and $4,524,678  respectively,  which  represented  1.81% and 1.73% of
outstanding loans at those respective dates.


                                       9
<PAGE>

During the  three-month  periods  ended  March 31,  2000 and 1999,  the  Company
recorded provisions for loan losses of $450,000 and $330,000,  respectively. 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 March 31, 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 March 31,
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.   $49,854,297    18.66%   $21,370,000   >/= 8.0    N/A
      The Bank                  49,042,188    18.36%    21,369,000   >/= 8.0    26,711,000   >/= 10.0

   Tier I Capital:
      Tejas Bancshares, Inc.   $46,494,976    17.41%   $10,685,000   >/= 4.0    N/A
      The Bank                  45,683,056    17.10%    10,684,000   >/= 4.0    16,027,000   >/= 6.0

To Average Assets
   Tier I Capital:
      Tejas Bancshares, Inc.   $46,494,976    15.32%   $12,141,000   >/= 4.0    N/A
      The Bank                  45,683,056    15.05%    12,140,000   >/= 4.0    15,176,000   >/= 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  funds-sold  position,  its primary
source of liquidity,  averaged  approximately  $5,630,000 during the three-month
period ended March 31, 2000. Additionally,  the Company has $40,000,000 in funds
purchased  lines  available  from  correspondent  banks.  During  2000,  amounts
outstanding on such lines averaged approximately $2,264,000. 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  arrangement
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 in the range of $75 million to $80 million 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 and other interest-bearing  liabilities were $255,418,850
and $205,665,783 during the three-month periods for 2000 and 1999, respectively.
Average  interest-bearing  deposits  were  $185,378,871  in 2000 as  compared to
$151,793,037 in 1999.

The average  daily  amount of deposits  and rates paid on savings  deposits  are
summarized  for the  three-months  ended March 31, 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           $ 70,039,979         0.00%     $   53,872,746        0.00%
   Interest-bearing demand               35,844,103         2.05%         33,030,921        1.61%
   Money market deposits                 55,905,203         3.80%         44,338,545        2.87%
   Other savings deposits                 5,682,407         2.23%          4,678,243        2.01%
   Time deposits                         85,683,422         5.41%         69,745,328        4.89%
       Total Deposits                   253,155,114                      205,665,783
Other Interest bearing Liabilities
   Federal funds purchased                2,263,736         5.93%                 --          --

                                       ------------                   --------------
      Total                            $255,418,850                   $  205,665,783
                                       ============                   ==============
</TABLE>



                                       12
<PAGE>



                     TEJAS BANCSHARES, INC. AND SUBSIDIARIES


                           PART II. OTHER INFORMATION



Item 4.  Submission of Matters to a Vote of Security Holders
1.       Election of directors

The annual meeting of  stockholders of the Company was held on March 7, 2000. At
this meeting, the individuals named below were elected to the Board of Directors
of the Company to serve until the next annual meeting of the stockholders of the
Company:

                                                    Number of Shares

                                              For                   Withhold

         Don Powell                       8,837,453                  12,729
         William H. Attebury              8,837,453                  12,729
         Danny H. Conklin                 8,837,453                  12,729
         Wales H. Madden, Jr.             8,837,453                  12,729
         Jay O'Brien                      8,837,453                  12,729




Item 6. Exhibits and Reports on Form 8-K

     (a)  Exhibits

          27 Financial Data Schedule for March 31, 2000

     (b)  Reports on Form 8-K

          No Form 8-K was filed with the SEC during the quarter  ended March 31,
          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:  May 11, 2000                    BY:    /s/ Donald E. Powell
                                       -------------------------------------
                                          Donald E. Powell, Chief Executive
                                          Officer


DATE:  May 11, 2000                    BY:    /s/ Jack Hall
                                       ------------------------------------
                                          Jack Hall, Chief Financial Officer


                                       14

<TABLE> <S> <C>


<ARTICLE>                                            9
<LEGEND>
THIS SCHEDULE  CONTAINS SUMMARY FINANCIAL  INFORMATION  EXTRACTED FROM THE MARCH
31, 2000 FORM 10-Q OF TEJAS BANCSHARES, INC. AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<MULTIPLIER>                    1,000

<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                                       DEC-31-2000
<PERIOD-END>                                            MAR-31-2000
<CASH>                                                      18,212
<INT-BEARING-DEPOSITS>                                           0
<FED-FUNDS-SOLD>                                                 0
<TRADING-ASSETS>                                                 0
<INVESTMENTS-HELD-FOR-SALE>                                  6,639
<INVESTMENTS-CARRYING>                                           0
<INVESTMENTS-MARKET>                                             0
<LOANS>                                                    275,702
<ALLOWANCE>                                                  4,978
<TOTAL-ASSETS>                                             306,725
<DEPOSITS>                                                 257,783
<SHORT-TERM>                                                     0
<LIABILITIES-OTHER>                                          2,453
<LONG-TERM>                                                      0
                                            0
                                                      0
<COMMON>                                                    13,415
<OTHER-SE>                                                  33,074
<TOTAL-LIABILITIES-AND-EQUITY>                             306,725
<INTEREST-LOAN>                                              5,644
<INTEREST-INVEST>                                               94
<INTEREST-OTHER>                                                78
<INTEREST-TOTAL>                                             5,816
<INTEREST-DEPOSIT>                                           1,894
<INTEREST-EXPENSE>                                           1,927
<INTEREST-INCOME-NET>                                        3,889
<LOAN-LOSSES>                                                  450
<SECURITIES-GAINS>                                               0
<EXPENSE-OTHER>                                              2,347
<INCOME-PRETAX>                                              1,662
<INCOME-PRE-EXTRAORDINARY>                                   1,662
<EXTRAORDINARY>                                                  0
<CHANGES>                                                        0
<NET-INCOME>                                                 1,097
<EPS-BASIC>                                                   0.08
<EPS-DILUTED>                                                 0.08
<YIELD-ACTUAL>                                                5.66
<LOANS-NON>                                                      0
<LOANS-PAST>                                                     0
<LOANS-TROUBLED>                                                 0
<LOANS-PROBLEM>                                                  0
<ALLOWANCE-OPEN>                                             4,525
<CHARGE-OFFS>                                                    1
<RECOVERIES>                                                     4
<ALLOWANCE-CLOSE>                                            4,978
<ALLOWANCE-DOMESTIC>                                         4,978
<ALLOWANCE-FOREIGN>                                              0
<ALLOWANCE-UNALLOCATED>                                      4,978



</TABLE>


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