<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended Sept 30, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from . . . . . . . . . . . . . . . . . . . . . . . .
Commission file number: 033-18392
AMERICORP
CALIFORNIA NO. 77-0164985
(State or other jurisdiction of incorporation) (IRS Employer Identification No.)
304 East Main Street, Ventura, California 93001
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (805) 658-6633
Not Applicable
(Former name or former address, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (of shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes [ X ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
On October 31, 1999, there were 2,101,257 shares of Americorp Common Stock
outstanding.
1
<PAGE>
AMERICORP AND SUBSIDIARY
SEPTEMBER 30, 1999
INDEX
PART I - FINANCIAL INFORMATION
<TABLE>
<CAPTION>
PAGE
<S> <C> <C>
Item 1 - Financial Statements
Consolidated Condensed Balance Sheet at September 30, 1999 and
December 31, 1998.............................................................. 3
Consolidated Condensed Statement of Income for the three
months and nine months ended September 30, 1999 and 1998....................... 4
Consolidated Condensed Statement of Changes in Shareholders' Equity from
January 1, 1997 through September 30, 1999..................................... 5
Consolidated Condensed Statement of Cash Flows for the nine months ended
September 30, 1999 and 1998.................................................... 6
Notes to Consolidated Financial Statements.............................................. 7
Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations................................................................ 9 - 13
Item 3 - Quantitative and Qualitative Disclosure About Market Risk............................... 13 - 14
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings....................................................................... 15
Item 2 - Changes in Securities................................................................... 15
Item 3 - Defaults upon Senior Securities......................................................... 15
Item 4 - Submission of Matters to a Vote of Security Holders..................................... 15
Item 5 - Other Information....................................................................... 15
Item 6 - Exhibits and Reports on Form 8-K........................................................ 15
Signatures ...................................................................................... 16
Exhibit Index ................................................................................... 17
</TABLE>
2
<PAGE>
ITEM 1. FINANCIAL STATEMENTS
AMERICORP AND SUBSIDIARY
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(DOLLAR AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1999 1998
----------------- -----------------
<S> <C> <C>
Cash and Due From Bank $ 14,892 $ 20,511
Federal Funds Sold 16,400 27,700
----------------- -----------------
Total Cash and Cash Equivalents 31,292 48,211
Interest-Bearing Deposits 299 595
Investment Securities 28,994 32,388
Loans 172,003 154,591
Allowance for Loan Losses (2,009) (1,953)
----------------- -----------------
NET LOANS 169,994 152,638
Premises and Equipment 1,872 2,202
Other Real Estate Owned 695 --
Cash Surrender Value of Life Insurance 2,627 2,492
Accrued Interest and Other Assets 2,786 3,199
----------------- -----------------
TOTAL ASSETS $ 238,559 $ 241,725
----------------- -----------------
----------------- -----------------
Noninterest-Bearing Deposits $ 68,968 $ 63,482
Interest-Bearing Deposits 144,678 154,239
----------------- -----------------
TOTAL DEPOSITS 213,646 217,721
Accrued Interest and Other Liabilities 2,988 3,608
----------------- -----------------
TOTAL LIABILITIES 216,634 221,329
Common Stock 1,048 1,026
Surplus 9,463 8,771
Retained Earnings 11,470 10,453
Accumulated Other Comprehensive Income (56) 146
----------------- -----------------
TOTAL SHAREHOLDERS' EQUITY 21,925 20,396
----------------- -----------------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $ 238,559 $ 241,725
----------------- -----------------
----------------- -----------------
</TABLE>
3
<PAGE>
ITEM 1. FINANCIAL STATEMENTS - CONTINUED
AMERICORP AND SUBSIDIARY
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED FOR THE NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
---------------------------------- ----------------------------------
1999 1998 1999 1998
--------------- -------------- -------------- ---------------
<S> <C> <C> <C> <C>
Interest Income $ 4,770 $ 4,510 $ 13,966 $ 13,352
Interest Expense 1,125 1,271 3,518 3,704
--------------- -------------- -------------- ---------------
Net Interest Income 3,645 3,239 10,448 9,648
Provision for Loan Losses 180 -- 540 323
--------------- -------------- -------------- ---------------
Net Interest Income after
Provision for Loan Losses 3,465 3,239 9,908 9,325
Noninterest Income 820 660 2,111 1,784
Noninterest Expense 2,808 3,385 8,821 9,253
--------------- -------------- -------------- ---------------
Income Before Taxes 1,477 514 3,198 1,856
Income Taxes 581 185 1,225 667
--------------- -------------- -------------- ---------------
Net Income $ 896 $ 329 $ 1,973 $ 1,189
--------------- -------------- -------------- ---------------
--------------- -------------- -------------- ---------------
Per Share Data:
Net Income - Basic $ 0.43 $ 0.17 $ 0.95 $ 0.61
--------------- -------------- -------------- ---------------
--------------- -------------- -------------- ---------------
Net Income - Diluted $ 0.41 $ 0.15 $ 0.90 $ 0.55
--------------- -------------- -------------- ---------------
--------------- -------------- -------------- ---------------
4
</TABLE>
<PAGE>
ITEM 1. FINANCIAL STATEMENTS - CONTINUED
AMERICORP AND SUBSIDIARY
UNAUDITED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
(DOLLAR AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
COMMON STOCK ACCUMULATED
------------------------ OTHER
NUMBER OF COMPREHENSIVE RETAINED COMPREHENSIVE
SHARES AMOUNT SURPLUS INCOME EARNINGS INCOME
------------- ---------- ---------- ------------ ---------- -------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE AT JANUARY 1, 1997 1,811,156 $ 906 $ 6,451 $ 8,712 $ 1
Issuance of Stock 61,162 30 502
Retirement of Stock (3,824) (2) (7) (49)
Dividends (581)
COMPREHENSIVE INCOME
Net Income $ 1,903 1,903
Unrealized Loss on Securities
Available for Sale,
net of Taxes of $6 9 9
Reclassification Adjustment for Loss
on Sale of Investment Securities
Included in net Income,
net of Taxes of $22 32 32
------------
TOTAL COMPREHENSIVE INCOME $ 1,944
------------
------------
------------- ---------- ---------- ---------- -------------
BALANCE AT DECEMBER 31, 1997 1,868,494 934 6,946 9,985 42
Issuance of Stock 188,946 95 1,837
Retirement of Stock (5,446) (3) (12) (79)
Dividends (615)
Cash Paid for Fractional Shares (2)
COMPREHENSIVE INCOME
Net Income $ 1,164 1,164
Unrealized Gain on Securities
Available for Sale,
net of Taxes of $67 95 95
Reclassification Adjustment for Gain
on Sale of Investment Securities
Included in net Income,
net of Taxes of $9 9 9
------------
TOTAL COMPREHENSIVE INCOME $ 1,268
------------
------------
------------- ---------- ---------- ---------- -------------
BALANCE AT DECEMBER 31, 1998 2,051,994 1,026 8,771 10,453 146
Issuance of Stock 63,656 31 775
Retirement of Stock (18,793) (9) (83) (280)
Dividends (676)
COMPREHENSIVE INCOME
Net Income $ 1,973 1,973
Unrealized Gain on Securities
Available for Sale,
net of Taxes of $26 (202) (202)
------------
TOTAL COMPREHENSIVE INCOME $ 1,771
------------
------------
------------- ---------- ---------- ---------- -------------
BALANCE AT SEPTEMBER 30, 1999 2,096,857 $ 1,048 $ 9,463 $ 11,470 $ (56)
------------- ---------- ---------- ---------- -------------
------------- ---------- ---------- ---------- -------------
</TABLE>
5
<PAGE>
ITEM 1. FINANCIAL STATEMENTS - CONTINUED
AMERICORP AND SUBSIDIARY
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS
(DOLLAR AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED
SEPTEMBER 30,
--------------------------------------
1999 1998
-------------- ---------------
<S> <C> <C>
OPERATING ACTIVITIES
Net Income $ 1,973 $ 1,189
Adjustments to Reconcile Net Income to
Net Cash Provided by Operating Activities:
Depreciation and Amortization 452 521
Provision for Loan Losses 540 323
Other Items - Net (812) (95)
-------------- ---------------
NET CASH PROVIDED
BY OPERATING ACTIVITIES 2,153 1,938
INVESTING ACTIVITIES
Change in Interest-Bearing Deposits 296 498
Purchases of Investment Securities (6,848) (15,816)
Maturities and Sales of Investment Securities 10,651 20,724
Net Change in Loans (19,185) (6,120)
Purchase of Premises and Equipment (222) (338)
Distribution from Partnership -- 2,549
Proceeds from OREO Sales 624 344
-------------- ---------------
NET CASH PROVIDED (USED)
BY INVESTING ACTIVITIES ( 14,684) 1,841
FINANCING ACTIVITIES
Net Change in Deposits (4,075) 11,438
Proceeds from Exercise of Options 363 1,495
Dividends (676) (463)
-------------- ---------------
NET CASH PROVIDED (USED)
BY FINANCING ACTIVITIES (4,388) 12,470
-------------- ---------------
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS (16,919) 16,249
Cash and Cash Equivalents at Beginning of Period 48,211 37,971
-------------- ---------------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 31,292 $ 54,220
-------------- ---------------
-------------- ---------------
</TABLE>
6
<PAGE>
ITEM 1. FINANCIAL STATEMENTS - CONTINUED
AMERICORP AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The accompanying financial information has been prepared in accordance with the
Securities and Exchange Commission rules and regulations for quarterly reporting
and therefore does not necessarily include all information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles. This information should be read
in conjunction with Americorp's Form 10K filed on April 14, 1999 (file number -
033-18392) and Form S-4 declared effective on November 10, 1998
(file number - 333-63844).
The consolidated financial statements include Americorp (the "Company") and its
wholly owned subsidiary, American Commercial Bank (the "Bank"). The consolidated
financial statements also give retroactive effect to the merger of the Bank,
with Channel Islands Bank on December 31, 1998.
Operating results for interim periods are not necessarily indicative of
operating results for an entire fiscal year. In the opinion of management, the
unaudited financial information for the three month and nine month periods ended
September 30, 1999 and 1998, reflect all adjustments, consisting only of normal
recurring accruals and provisions, necessary for a fair presentation thereof.
Some matters discussed in this Form 10-Q may be "forward-looking statements"
within the meaning of the Private Litigation Reform Act of 1995 and therefore
may involve risks, uncertainties and other factors which may cause our actual
results to be materially different from the results expressed or implied by our
forward-looking statements. These statements generally appear with words such as
"anticipate," "believe," "estimate," "may," "intend," and "expect."
NOTE 2 - MERGER OF BANK AND CHANNEL ISLANDS BANK
The consolidated financial statements give retroactive effect to the merger of
the Company's subsidiary, American Commercial Bank, with Channel Islands Bank on
December 31, 1998. This merger was accounted for by the pooling of interest
method, whereby the Company's Financial Statements have been restated as if the
two companies were historically one unit. A total of 405,505 common shares were
issued to the shareholders of Channel Islands Bank in connection with this
merger.
7
<PAGE>
NOTE 2 - MERGER OF BANK AND CHANNEL ISLANDS BANK - CONTINUED
The following table summarizes the separate revenue and net income of the
Company and Channel Islands Bank for the reported periods:
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------- -------------------------
1999 1998 1999 1998
------------ ----------- ------------ ------------
<S> <C> <C> <C> <C>
Interest and Noninterest Income:
The Company - Pre-merger $ - $ 3,004 $ - $ 8,914
Channel Islands Bank - 2,166 - 6,222
The Company - Post-merger 5,590 - 16,077 -
------------ ----------- ------------ ------------
Total $ 5,590 $ 5,170 $ 16,077 $ 15,136
============ =========== ============ ============
Net Income:
The Company - Pre-merger $ - $ 87 $ - $ 649
Channel Islands Bank - 242 - 540
The Company - Post-merger 896 - 1,973 -
------------ ----------- ------------ ------------
Total $ 896 $ 329 $ 1,973 $ 1,189
============ =========== ============ ============
</TABLE>
NOTE 3 - EARNINGS PER SHARE
Effective December 31, 1997, the Company adopted SFAS No. 128, "Earnings per
Share." Accordingly, basic earnings per share are computed by dividing income
available to common shareholders by the weighted average number of common shares
outstanding during each period. The computation of diluted earnings per share
also considers the number of shares issuable upon the assumed exercise of
outstanding common stock options.
NOTE 4 - STOCK SPLIT
On March 18, 1999, the Board of Directors of the Company declared a two-for-one
stock split of its outstanding shares of common stock. The effective date for
the split was April 15, 1999 and the additional shares issued pursuant to the
stock split were distributed on May 8, 1999.
All per share data has been retroactively adjusted to reflect this split.
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
INCOME SUMMARY
The Company reported net earnings of $1,973,000 or $0.95 basic income per share
for the first nine months of 1999. This represents a 65.9% increase over the
same period during 1998 when net earnings were $1,189,000 or $0.61 basic income
per share. For the quarter ended September 30, 1999, net earnings were $896,000,
up 172.3% from the $329,000 reported for the same quarter in 1998.
Annualized return on average assets for the three months and nine months ended
September 30, 1999 was 1.47% and 1.08%, respectively, compared with 0.57% and
0.71% for the same periods in 1998. Return on average assets for the year ended
December 31, 1998 was 0.51%.
Annualized return on average equity for the three months and nine months ended
September 30, 1999 was 16.58% and 12.39%, respectively, compared with 6.68% and
8.31% for the same periods in 1998. Return on average equity for the year ended
December 31, 1998 was 6.00%.
Cash dividends of $0.105 per share were declared in the first, second and third
quarter of 1998 and the first quarter of 1999. Cash dividends of $0.11 per share
were declared in the second and third quarter of 1999.
NET INTEREST INCOME
Net interest income is the amount by which the interest and amortization of fees
generated from loans and other earning assets exceeds the cost of funding those
assets, usually deposit account interest expense. Net interest margin is net
interest income divided by average earning assets. Accordingly, net interest
income is impacted by changes in net interest margin and average earning assets.
Net interest margin is impacted by the difference between yields earned on
interest earning assets, rates paid on deposits and borrowings and the relative
mix of each. Net interest income was $3.6 million for the quarter ended
September 30, 1999, compared to $3.2 million for the quarter ended September 30,
1998 and $10.4 million for the nine months ended September 30, 1999, compared to
$9.6 million for the nine months ended September 30, 1998.
The following table sets forth the components of net interest income, average
earning assets and net interest margin:
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30, YEAR ENDED
----------------------------- ---------------------------- DECEMBER 31,
1999 1998 1999 1998 1998
------------- ------------- ------------- ------------- -----------------
<S> <C> <C> <C> <C> <C>
Interest Income $ 4,770 $ 4,510 $ 13,966 $ 13,352 $ 18,054
Interest Expense 1,125 1,271 3,518 3,704 4,972
------------- ------------- ------------- ------------- -----------------
Net Interest Income $ 3,645 $ 3,239 $ 10,448 $ 9,648 $ 13,082
============= ============= ============= ============= =================
Average Earning Assets $ 213,909 $ 201,358 $ 215,238 $ 194,745 $ 199,436
Net Interest Margin 6.82% 6.43% 6.47% 6.61% 6.56%
</TABLE>
9
<PAGE>
NET INTEREST INCOME - CONTINUED
The net interest margin decreased slightly for the first nine months of 1999
compared to the same periods in 1998 due to the 75 basis point decline in the
prime rate during the fourth quarter of 1998. The majority of the Bank's loans
and its investments in federal funds sold reprice daily with changes in the
prime rate. Deposits generally reprice at a slower pace, therefore reducing the
net interest margin. This decline in net interest margin was offset by a $20
million increase in average earning assets, resulting in an $800,000 increase in
net interest income.
Net interest margin for the third quarter of 1999 increased to 6.82% compared to
6.43% for the same quarter in 1998. This increase was comprised of two
components. First, the Company has improved its overall mix of interest earning
assets by increasing outstanding loans in 1999 as compared to 1998. Second, the
Company's cost of funds has declined through a combination of reduction in rates
due to the decline in prime in 1998 and the increased utilization of noninterest
bearing demand deposits. The increase in net interest margin coupled with a $13
million increase in average earning assets resulted in a $406,000 increase in
net interest income.
During the third quarter of 1999, the prime rate was increased 50 basis
points to 8.25%. Based on this increase, the Company's growth in earning
assets and the 75 basis point decline in the prime rate in the fourth quarter
of 1998, the Company believes that its net interest margin and net interest
income will exceed its 1998 amounts.
PROVISION FOR LOAN LOSSES
Americorp made a $180,000 contribution to the allowance for loan losses in the
first, second and third quarters of 1999 compared to $225,000 and $98,000 for
the first and second quarters and no contribution for the third quarter of 1998.
Management believes that the allowance, which equals 1.17% of total loans at
September 30, 1999, is adequate to cover future losses.
Changes in the allowance for loan losses for the quarter and nine months ended
September 30, 1999 and 1998 are as follows (dollar amounts in thousands):
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-------------------------- --------------------------
1999 1998 1999 1998
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Allowance, Beginning of Period $ 1,900 $ 2,042 $ 1,953 $ 1,966
Provision for Loan Losses 180 - 540 323
Loans Charged Off - net of Recoveries (71) (84) (484) (331)
------------ ------------ ------------ ------------
Allowance, End of Period $ 2,009 $ 1,958 $ 2,009 $ 1,958
============ ============ ============ ============
</TABLE>
10
<PAGE>
NONINTEREST INCOME
Noninterest Income represents deposit account services charges and other
types of non-loan related fee income. Noninterest income for the quarter
ended September 30, 1999 totaled $820,000 compared to the $660,000 reported
for the same period ended 1998. This increase was primarily related to
additional revenue of approximately $170,000 from loan sales generated by the
Company's mortgage loan operation.
Noninterest income for the nine months ended September 30, 1999 totaled
$2,111,000 compared to $1,784,000 for the same period ended 1998. This
increase was primarily the result of mortgage revenue discussed above and
growth in noninterest-bearing deposits, the primary source of service charge
income, which increased 9.47% from $63.0 million at September 30, 1998 to
$69.0 million at September 30, 1999.
NONINTEREST EXPENSE
Noninterest expense includes salaries, occupancy expenses, professional
expenses, outside services and other miscellaneous expenses necessary to
conduct business. Noninterest expense for the quarter ended September 30,
1999 totaled $2.8 million, down from the $3.4 million for the same period
during 1998. This decline was the combination of increased operating
efficiencies derived from the merger with Channel Islands Bank and the
elimination of $135,000 in merger expenses recorded in the third quarter of
1998.
Noninterest expense for the nine months ended September 30, 1999 totaled $8.8
million compared to $9.3 million for the same period during 1998. As an
annualized percent of average assets, noninterest expense was 4.82% in the
first nine months of 1999 compared to 5.51% for the first nine months in
1998. This decline was the combination of increased operating efficiencies
derived from the merger with Channel Islands Bank and the elimination of
$135,000 in merger expenses recorded in 1998.
INCOME TAXES
The Company's income tax provision for the first nine months of 1999 was
$1,225,000, resulting in an effective rate of 38.3% on income before taxes.
This rate compares to the 36.8% and the 33.8% reported for the years ending
December 31, 1998 and 1997, respectively. The Company's effective tax has
increased in the last several years as total income has increased at a faster
pace than the income earned on the Company's tax-free investments.
BALANCE SHEET ANALYSIS
Total assets at September 30, 1999 totaled $239 million, up slightly from the
same date in 1998 but down slightly from December 31, 1998. This decline is
the result of the company's primary goals being improving its operating
efficiency and net interest margin, not overall growth. The decline in total
assets of $3.2 million was directly related to the $4.1 million decline in
total deposits. However, this decline was comprised of a $5.5 million
increase in noninterest-bearing deposits and a $9.6 million decline in
interest-bearing deposits. The Company has, also, increased total loans from
$154.6 million at December 31, 1998 to $172.0 million at September 30, 1999.
This increase was funded primarily by federal funds sold, which decreased
from $27.8 million at December 31, 1998 to $16.4 million at September 30,
1999.
11
<PAGE>
ASSET QUALITY
The following table sets forth the components of non-performing assets and
related ratios: (dollar amounts in thousands)
<TABLE>
<CAPTION>
SEPTEMBER 30,
------------------------------------- DECEMBER 31,
1999 1998 1998
---------------- ---------------- ----------------
<S> <C> <C> <C>
Loans 90 day past due and still accruing $ - $ 291 $ 784
Loans on nonaccrual 1,237 2,665 1,780
---------------- ---------------- ----------------
Nonperforming Loans 1,237 2,956 2,564
Other real estate owned (OREO) 695 - -
---------------- ---------------- ----------------
Nonperforming Assets $ 1,932 $ 2,956 $ 2,564
================ ================ ================
Nonperforming Loans as a Percent
of Total Loans 0.72% 2.11% 1.66%
Allowance for Loan Losses as a Percent
of Nonperforming Loans 162.41% 66.24% 76.17%
Nonperforming Assets as a Percent
of Total Assets 0.81% 1.25% 1.06%
</TABLE>
The primary ratios of loan quality have improved in the first nine months of
1999. Nonperforming loans as a percent of total loans declined to 0.72% at
September 30, 1999, compared to 1.66% at December 31, 1998. Likewise, the
allowance for loan losses as a percent of nonperforming loans increased to
162.41% at September 30, 1999, up from 76.17% at December 31, 1998. A portion of
this increase is attributable to the conversion of several 1998 problem loans to
OREO. At September 30, 1999, the Company had two properties of OREO with a total
book value of $695,000. All parcels are currently listed for sale. The Company
believes all properties will be liquidated during late 1999 or early 2000
without any significant losses.
CAPITAL
Total shareholders equity at September 30, 1999 totaled $22.0 million, which
represents a 7.5% increase from $20.4 million at December 31, 1998.
The Bank maintains capital ratios above the Federal regulatory guidelines for a
"well-capitalized" bank. The ratios are as follows:
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
RATIO 1999 1998
--------------- ---------------- ---------------
<S> <C> <C> <C>
Tier 1 Capital (to Average Assets) 4.00% 9.02% 8.41%
Tier 1 Capital (to Risk Weighted Assets) 4.00% 11.31% 10.56%
Total Capital (to Risk Weighted Assets) 8.00% 12.35% 11.57%
</TABLE>
12
<PAGE>
LIQUIDITY
Liquidity, as measured by total cash, federal funds sold, interest-bearing
deposits and investment securities divided by total deposits, declined from
37.3% at December 31, 1998 to 28.4% at September 30, 1999. This decline was
the result of the changes discussed previously in the balance sheet analysis.
Management believes its liquidity is adequate and is not aware of any future
capital expenditures or other significant demands or commitments which would
severely impair liquidity.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
MARKET RISK
In Management's opinion there has not been a material change in the Company's
market risk profile during the three months ended September 30, 1999. Market
risk is the risk of loss in a financial instrument arising from adverse
changes in market prices and rates, foreign currency exchange rates,
commodity prices and equity prices. Americorp's market risk arises primarily
from interest rate risk inherent in its lending and deposit taking
activities. To that end, management actively monitors and manages its
inherent rate risk exposure. Americorp does not have any market risk
sensitive instruments acquired for trading purposes. Americorp manages its
interest rate sensitivity by matching the repricing opportunities on its
earning assets to those on its funding liabilities. Management uses various
asset/liability strategies to manage the repricing characteristics of its
assets and liabilities to ensure that exposure to interest rate fluctuations
is limited within Americorp's guidelines of acceptable levels of risk-taking.
At September 30, 1999, the Company had $134 million of assets and $141
million of liabilities repricing within one year. Therefore, $7 million more
in interest rate sensitive liabilities than interest rate sensitive assets
will change to the then current rate (changes occur due to the instruments
being at a variable rate or because the maturity of the instrument requires
its replacement at the then current rate). Theoretically, if rates were to
fall during this period, interest expense would decline by a greater amount
than interest income and net income would increase. Conversely, if rates were
to rise, the reverse would apply, and Americorp's net income would decrease.
However, in practice, asset rates generally reprice more quickly than
liability rates whenever there is a rate change. Accordingly, the Company's
net interest margin declined with the prime rate decreases in late 1998 and
the Company anticipates its net interest margin will rise as a result of the
recent prime increases.
YEAR 2000 RISK
The Company's operations are significantly dependent on a number of data
processing systems. Failure to anticipate and resolve potential problems
associated with the ability of these systems to process transactions and
information into the year 2000 could have a serious impact on Americorp's
operations. This could increase the level of operating losses and its
liability for improperly processed transactions.
In addition, a number of the Bank's customers have operations that are
dependent on their data processing systems. The potential that some or all of
these customers will not properly prepare their systems for the problems
associated with the year 2000 could affect their ability to repay their loans
with the Bank and as a consequence adversely affect the quality of the Bank's
loan portfolio. The Company's primary source of funds is from its customers'
deposits. Many of these customers' operations are dependent on their data
processing systems. Any adverse affects resulting from the year 2000 could
impact the level of these customers' deposits, which in turn could impact the
Company's liquidity.
13
<PAGE>
YEAR 2000 RISK - CONTINUED
The Company relies primarily on outside vendors to provide its data
processing. Management has obtained from each a written copy of their plans
to address solutions to potential problems resulting from the year 2000.
Americorp closely monitors each applicable vendor's progress toward those
solutions. In addition, management has conducted third party tests of all
mission critical software and hardware used by the Bank to ensure that these
systems will operate beyond the year 2000. Americorp's management has
corrected or replaced all data sensitive equipment and software that was
determined not to be year 2000 ready. The Company has a year 2000 contingency
plan. In the event the contingency plan is invoked, contingency plan team
members will participate in the execution of the plan, ensuring business
operations may continue.
The Bank has identified those borrowers for which the year 2000 may pose a
significant credit risk. Each of these borrowers has been contacted and their
operations analyzed in an effort to quantify the potential risks in the
Bank's loan portfolio that might arise as a result of year 2000. Management
has also developed liquidity contingency plans to provide for potential
decreases in funding sources that might arise as a result of the year 2000.
Management has projected that the total cost of preparing for the year 2000
will be $286,000, of which $235,000 had been incurred through September 30,
1999.
14
<PAGE>
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings
Due to the nature of the banking business, the Bank is at times
party to various legal actions; all such actions are of a
routine nature and arise in the normal course of business.
Item 2 - Changes in Securities
During 1999, the Company sold unregistered shares of common
stock pursuant to the exercise of stock options granted
under its stock option plans to various participants in such
plans. During 1999, the Company issued 44,863 shares (net of
shares exchanged by the optionees) pursuant to these plans
(approximately 2.2% of total outstanding shares). As
consideration of these shares, the Company also received
cash of $434,000.
The shares of common stock were deemed to be exempt from the
registration provisions of the Securities Act of 1933 by
virtue of Rule 147 inasmuch as the Company is a California
corporation and all optionees are residents of California.
Item 3 - Defaults upon Senior Securities
None
Item 4 - Submission of Matters to a Vote of Security Holders
None
Item 5 - Other Information
None
Item 6 - Exhibits and Reports on Form 8-K
A) Exhibits
27 Financial Data Schedule (for SEC use only)
B) Reports on Form 8-K
None
15
<PAGE>
SIGNATURES
Pursuant to the requirement of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AMERICORP
Date: November 15, 1999 /s/ Gerald J. Lukiewski
---------------------------
Gerald J. Lukiewski
President and
Chief Executive Officer
Date: November 15, 1999 /s/ Keith J. Sciarillo
---------------------------
Keith J. Sciarillo
Vice President and Controller
16
<PAGE>
EXHIBIT INDEX
27 - Financial Data Schedule ( for SEC use only)
17
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 14,892
<INT-BEARING-DEPOSITS> 299
<FED-FUNDS-SOLD> 16,400
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 22,476
<INVESTMENTS-CARRYING> 22,558
<INVESTMENTS-MARKET> 6,518
<LOANS> 172,003
<ALLOWANCE> 2,009
<TOTAL-ASSETS> 238,559
<DEPOSITS> 213,646
<SHORT-TERM> 0
<LIABILITIES-OTHER> 2,988
<LONG-TERM> 0
0
0
<COMMON> 1,048
<OTHER-SE> 20,877
<TOTAL-LIABILITIES-AND-EQUITY> 238,559
<INTEREST-LOAN> 12,072
<INTEREST-INVEST> 1,215
<INTEREST-OTHER> 679
<INTEREST-TOTAL> 13,966
<INTEREST-DEPOSIT> 3,518
<INTEREST-EXPENSE> 3,518
<INTEREST-INCOME-NET> 10,448
<LOAN-LOSSES> 540
<SECURITIES-GAINS> (15)
<EXPENSE-OTHER> 8,821
<INCOME-PRETAX> 3,198
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,973
<EPS-BASIC> 0.95
<EPS-DILUTED> 0.90
<YIELD-ACTUAL> 6.64
<LOANS-NON> 1,237
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 950
<ALLOWANCE-OPEN> 1,953
<CHARGE-OFFS> 639
<RECOVERIES> 155
<ALLOWANCE-CLOSE> 2,009
<ALLOWANCE-DOMESTIC> 1,489
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 520
</TABLE>
