<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
Form 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Quarter Ended March 31, 1996
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission file number 0-27244
-------
USABANCSHARES, INC.
-------------------
(Exact name of small business issuer as specified in its charter)
Pennsylvania 23-2806495
------------ ----------
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
One Penn Square, 30 South 15th Street, Philadelphia, PA, 19102
--------------------------------------------------------------
(Address of Principal Executive Offices)
(Zip Code)
(215) 569-4200
--------------
(Registrant's telephone number, including area code)
Securities registered under Section 12(b) of the Act: None.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES [X] NO [ ]
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:
Common Stock, $1.00 par value, outstanding on April 30, 1996: 542,802
Class B Common Stock, $.01 par value, outstanding on April 30, 1996: 10,000
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
PART I. Financial Information Page
Item 1. Financial Statements
Consolidated Balance Sheets. . . . . . . . . . . . . . . . . . . . . . 1
Consolidated Statements of Income. . . . . . . . . . . . . . . . . . . 2
Statements of Changes in Stockholders' Equity. . . . . . . . . . . . . 3
Consolidated Statements of Cash Flows. . . . . . . . . . . . . . . . . 4
Notes to Consolidated Financial Statements. . . . . . . . . . . . . . 5
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations. . . . . . . . . . . . . . . . . . . . . . . 7
PART II. Other Information
Item 6. Exhibits and Reports on Form 8-K
Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
</TABLE>
<PAGE>
USABancShares, Inc. and Subsidiary
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
------------ ------------
<S> <C> <C>
ASSETS
Cash and cash equivalents:
Cash and Due from banks $ 253,970 $ 557,625
lnterest-bearing deposits with banks 5,718,210 7,536,508
------------ ------------
Total cash and cash equivalents 5,972,180 8,094,133
Investment securities:
Investments available for sale 2,843,592 2,589,532
Investments held to maturity 8,604,932 7,478,613
------------ ------------
Total investment securities 11,448,524 10,068,145
Loans 8,791,915 7,057,197
Allowance for loan losses (60,000) (60,000)
------------ ------------
Loans, net 8,731,915 6,997,197
Premises and Equipment, net 134,761 123,036
Goodwill 180,453 185,492
Other assets 235,910 317,520
------------ ------------
Total assets $ 26,703,743 $ 25,785,523
============ ============
LIABILITIES
Deposits:
Demand $ 238,630
Passbook 2,754,324 $ 2,591,172
NOW accounts 448,407 405,850
Certificates of deposit 18,399,052 17,801,887
------------ ------------
Total deposits 21,840,413 20,798,909
Other liabilities 163,248 327,772
------------ ------------
Total liabilities $ 22,003,661 $ 21,126,681
STOCKHOLDERS' EQUITY
Preferred stock, $1.00 par value; authorized 5,000,000 shares;
no shares issued and outstanding
Common stock, $1.00 par value; authorized 10,000,000 shares;
542,802 shares issued and outstanding and 54,280 shares of converted
and unissued Class B common stock $ 597,082 $ 597,082
Additional paid-in capital 4,877,701 4,877,701
Accumulated deficit (270,158) (278,843)
Unearned compensation, Class B common stock (506,615) (533,755)
Stock subscription receivable -- (20,000)
Unrealized gain on securities available for sale 2,072 16,657
------------ ------------
Total stockholders' equity 4,700,082 4,658,842
------------ ------------
Total liabilities and stockholders'equity $ 26,703,743 $ 25,785,523
============ ============
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
<PAGE>
USABancShares, Inc. and Subsidiary
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Three months ended
March 31,
Pro-forma
1996 1995
--------- ---------
<S> <C> <C>
Interest income:
Loans $ 231,270 $ 74,232
Investment securities 164,625 235,963(1)
Interest-bearing deposits and other 100,631 17,615(2)
--------- ---------
496,526 327,810
Interest expense:
Passbook 16,379 17,092
NOW Accounts 2,643 2,228
Certificates of deposit 258,148 186,416
Other borrowings -- 4,638
--------- ---------
277,170 210,374
--------- ---------
Net interest income 219,355 117,436
Provision for loan losses -- (1,200)
--------- ---------
Net interest income after provision for loan losses 219,355 116,236
--------- ---------
Non-interest income:
Gain on sales of investment securities 22,063 --
Other 40,238 64
--------- ---------
62,301 64
Non-interest expense:
Compensation 165,555 119,018(3)(4)
Occupancy 27,226 13,521
Data processing 13,216 17,872
Professional fees 6,265 22,686
Advertising 5,072 3,162
Insurance 5,853 3,062
Office 10,282 5,379
Travel & Entertainment 10,952 5,729
Depreciation and Amortization 14,807 5,797
Other 13,743 10,310(5)
--------- ---------
272,971 206,536
--------- ---------
Income before income taxes 8,685 (90,236)
Provision for income taxes -- (4,241)
--------- ---------
Net income $ 8,685 ($ 85,995)
========= =========
Earnings per common share - primary and fully diluted $0.01 ($0.14)
Weighted average shares outstanding 597,082 597,082
</TABLE>
-------------------
(1) Includes $4,114 of amortization of the fair market value of mortgage-backed
securities using the yield to maturity method based on an estimated 15 year
maturity. Pro-forma assumes the Merger occurred on January 1, 1995.
(2) The pro-forma statement of operation for the three months ending March 31,
1995 does not reflect interest income that would be earned on the net
offering proceeds of approximately $4.5 million.
(3) Includes the amortization for compensation expense of $27,140 associated
with the issuance of Class B Common Stock to the President & CEO. The
amortization period is five years. Pro-forma assumes the Merger occurred on
January 1, 1995.
(4) Includes $41,125 of compensation expense that would have been charged to
earnings had the offering taken place on January 1, 1995 and is based on the
information presented in the "Management and Board of Directors" section of
the Prospectus exclusive of Directors' fees and any signing incentives.
Pro-forma assumes the Merger occurred on January 1, 1995.
(5) Includes $3,120 of Goodwill amortization as if the Merger occurred on
January 1, 1995 based on a 15 year amortization period.
<PAGE>
USABancShares, Inc. and Subsidiary
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the three months ended March 31, 1996
<TABLE>
<CAPTION>
Additional Unearned
Common paid-in Accumulated compensation
Stock capital deficit Class B common stock
-------- ---------- ----------- --------------------
<S> <C> <C> <C> <C>
December 31, 1995 $597,082 $4,877,701 ($278,843) ($533,755)
Net unrealized loss on
securities available-for-sale -- -- -- --
Amortization of unearned
compensation Class B common stock -- -- -- 27,140
Receipt of stock subscription receivable -- -- -- --
Net income -- -- 6,485 --
-------- ---------- --------- ---------
Balance at March 3l, 1996 $597,082 $4,877,701 ($272,358) ($506,615)
======== ========== ========= =========
</TABLE>
[RESTUBBED EQUITY TABLE]
<TABLE>
<CAPTION>
Net unrealized
Stock gain
subscription on securities
receivable available for sale Total
---------- ------------------ -----
<S> <C> <C> <C> <C>
December 31, 1995 ($20,000) $16,657 $4,658,842
Net unrealized loss on
securities available-for-sale -- (13,518) (13,518)
Amortization of unearned
compensation Class B common stock -- -- 27,140
Receipt of stock subscription receivable 20,000 -- 20,000
Net income -- -- 6,485
------ ------- ----------
Balance at March 3l, 1996 $0 $3,139 4,698,949
====== ======= ==========
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
USABancShares, Inc. and Subsidiary
CONSOLIDATED STATEMENT OF CASH FLOWS
For the three months ended
March 31, 1996(1)
<TABLE>
OPERATING ACTIVITIES
<S> <C>
Net Income $ 8,685
Adjustments to reconcile net income to cash provided
by operating activities
Depreciation and amortization 9,768
Provision for loan losses --
Amortization of premium on mortgage-backed securities 6,176
Accretion of discount on mortgage-backed securities (1,984)
Amortization of organizational expense 5,039
Gain on sale of investments available for sale (22,063)
Decrease in accrued income and other assets 81,610
Decrease in accrued interest payable (5,092)
Decrease in other liabilities (164,524)
-----------
Net cash provided by operating activities (82,385)
-----------
INVESTING ACTIVITIES
Proceeds from sale of investment securities available for sale 1,482,188
Purchase of investment securities available for sale (1,742,975)
Purchase of investment securities held to maturity (1,399,500)
Repayments of principal on investment securities held to maturity 351,891
Repayments of principal on investment securities available for sale 34,041
Net increase in loans (1,734,718)
Purchases of premises and equipment (15,898)
-----------
Net cash provided bv investing activities (3,024,972)
-----------
FINANCING ACTIVITIES
Net increase in demand deposits and savings accounts 444,339
Net increase in certificates of deposit 597,165
Repayment of other borrowed funds (56,100)
-----------
Net cash provided by financing activities 985,404
-----------
NET DECREASE IN CASH AND CASH
EQUIVALENTS (2,121,953)
Cash and cash equivalents, beginning of year 8,094,133
-----------
Cash and cash equivalents, end of year $ 5,972,180
===========
</TABLE>
(1) The Company has not provided a Pro-forma Consolidated Statement of Cash
Flows for the three months ended March 31, 1995 because management does not
believe this information would be meaningful.
The accompanying notes are an integral part of these statements.
<PAGE>
USABancShares, Inc. and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996
1. PRINCIPLES OF CONSOLIDATION AND PRESENTATION
The accompanying consolidated financial statements include the accounts
of USABancShares, Inc. (the "Company") and its wholly-owned subsidiary Peoples
Thrift Savings Bank (the "Bank"). All significant intercompany accounts and
transactions have been eliminated. Certain reclassifications were made to 1995
data to conform to current year presentation.
The interim financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments including normal recurring
accruals necessary for fair presentation of results of operations for the
interim periods included herein have been made. The results of operations for
the three months ended March 31, are not necessarily indicative of results to be
anticipated for the full year.
2. ALLOWANCE FOR LOAN LOSSES
The following is a summary of the allowance for loan losses for the
three months ended March 31, 1996 and 1995:
1996 1995
------- -------
Balance, January 1, $60,000 --
Additions:
Allowance of acquired banks -- 10,000
Provision for loan losses -- --
------- -------
Total additions -- 10,000
------- -------
Deductions:
Loan losses -- --
Less recoveries on loans -- --
------- -------
Net loan losses -- --
------- -------
Balance, March 31, $60,000 $10,000
======= =======
<PAGE>
3. INVESTMENT SECURITIES
Investment securities consisted of the following at March 31, 1996 and
December 31, 1995:
<TABLE>
<CAPTION>
March 31, 1996
-------------------------------------------------
Gross Gross Approximate
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
---------- ---------- ---------- ----------
<S> <C> <C> <C>
Available for sale
U.S. Government agency securities $1,742,253 $ 3,311 -- $1,745,564
Mortgage-backed securities 988,600 -- 172 988,428
Other securities 109,600 -- -- 109,600
---------- ---------- ---------- ----------
Total available for sale $2,840,453 $ 3,311 $ 172 $2,843,592
========== ========== ========== ==========
Held to maturity
U.S. Government agency securities $ 999,508 -- $ 8 $ 999,500
Corporate securities 400,000 -- -- 400,000
Mortgage-backed securities 7,205,425 -- 11,961 7,193,463
---------- ---------- ---------- ----------
Total held to maturity $8,604,932 -- $ 11,969 $8,592,963
========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
December 31, 1995
-------------------------------------------------
Gross Gross Approximate
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
---------- ---------- ---------- ----------
<S> <C> <C> <C>
Available for sale
Mortgage-backed securities 2,480,495 25,237 -- 2,505,732
Other securities 83,800 -- -- 83,800
---------- ---------- ---------- ----------
Total available for sale $2,564,295 $25,237 -- $2,589,532
========== ========== ========== ==========
Held to maturity
Mortgage-backed securities 7,478,613 67,894 12,350 7,534,157
---------- ---------- ---------- ----------
Total held to maturity $7,478,613 $ 67,894 $ 12,350 $7,534,157
========== ========== ========== ==========
</TABLE>
<PAGE>
USABancShares, Inc. and Subsidiary
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
MARCH 31, 1996
The following discussion and analysis should be read in conjunction with
the consolidated financial statements and related notes and with the statistical
information and financial data appearing in this report as well as the Company's
1995 Annual Report on Form 10-KSB. Results of operations for the three month
period ended March 31, 1996 are compared to unaudited pro-forma results of
operations for the period ended March 31, 1995 assuming the Merger of the Bank
had occurred on January 1, 1995. Such pro-forma information is based upon the
historical financial information as of that date, giving effect to the Merger
and accordingly is accounted for under the purchase method of accounting.
Results of operations for the three month period ended March 31, 1996 are not
necessarily indicative of results to be attained for any other period.
RESULTS OF OPERATIONS
NET INCOME
The Company reported net income of $8,685, or $.01 per share, for the
three months ended March 31, 1996. This represents a 110.10% increase in net
income, and a 110.10% increase in earnings per share as compared to ($85,995) or
($.14) per share loss, for the three months ended March 31, 1995. Increased net
income was primarily the result of increased net interest margins enhanced by
interest earning asset growth. Noninterest income rose mainly due to a gain on
the sale of an investment security. Expenses increased mainly due to costs
associated with the hiring of additional employees.
NET INTEREST INCOME
Net interest income is the difference between interest income
(principally from loan and investment securities) and interest expense
(principally on customer deposits and borrowings). Changes in net interest
income result from changes in volume, net interest spread and net interest
margin. Volume refers to the average dollar level of interest-earning assets and
interest bearing liabilities. Net interest spread refers to the differences
between the average yield on interest-earning assets and the average cost of
interest-bearing liabilities. Net interest margin refers to net interest income
divided by average interest-earning assets and is influenced by the level and
relative mix of interest-earning assets and interest-bearing liabilities. The
company's profitability, like that of many financial institutions, is dependent
to a large extent upon net interest income. Since the company is asset
sensitive, as interest-earning assets mature or reprice more quickly than
interest-bearing liabilities in a given period, a significant decrease in the
market rates of interest could adversely affect net interest income. In
contrast, a rising interest rate environment could favorably impact the
company's margin.
Net interest income for the three months ended March 31, 1996,
increased $101,919 or 86.79%, to $219,357 from $117,438 for the same period in
1995. Average interest-earning assets increased by $6.3 million, or 31.13%, to
$26.6 million, for the three months ended March 31, 1996 compared to the same
three months of 1995. Average interest-bearing liabilities increased $2.8
million or 14.80% over the same period. The average net interest spread
increased from 2.01% to 2.35%, which was mainly caused by rising interest rates
over the period.
The company's net interest margin for the three months ended March 31,
1996 was 3.29%, an increase of 98 basis points from 2.31% for the comparable
period of 1995.
<PAGE>
The improvement was primarily related to the higher volumes of earning
assets during the three months ended March 31, 1996 compared to the same period
in 1995.
ANALYSIS OF NET INTEREST INCOME
The following table presents information regarding yields on
interest-earning assets, expense on interest-bearing liabilities, and net yields
on interest-earning assets for the periods indicated:
<TABLE>
<CAPTION>
First Quarter 1996 First Quarter 1995
------------------------------------ ----------------------------------
Average Average Average Average
Assets: Balance Interest Rate Balance Interest Rate
---------- ----------- ----- ---------- ----------- -----
<S> <C> <C> <C> <C> <C> <C>
Interest earning assets:
Loans $9,494,071 $ 231,270 9.74% $3,548,820 $ 74,232 8.37%
Investment securities 9,971,413 164,625 6.60% 14,841,648 235,963 6.36%
Interest-bearing deposits and other 7,178,093 100,632 5.61% 1,928,117 17,617 3.65%
---------- ----------- ----- ---------- ----------- -----
Total earning assets 26,643,577 496,527 7.45% 20,318,584 327,812 6.45%
Non interest earning assets 919,577 247,258
---------- ----------
Total assets 27,563,155 20,565,842
========== ==========
Liabilities and Stockholders' Equity:
Deposits:
Passbook 2.638,356 16,379 2.48% 2,700,943 17,092 2.53%
NOW accounts 533,621 2,643 1.98% 396,620 2,228 2.25%
Certificates of deposit 18,561,389 258,148 5.56% 15,609,204 186,416 4.78%
Other borrowings -- -- 225,000 4,638 8.25%
---------- ----------- ----- ---------- ----------- -----
Total interest-bearing liabilities 21,733,365 277,170 5.10% 18,931,767 210,374 4.44%
Other liabilities
Total liabilities 1,431,055 127,566
---------- ----------
Stockholders' equity 4,398,735 1,506,509
---------- ----------
Total liabilities and stockholders' equity 27,563,155 20,565,842
========== ==========
Excess of interest earning assets over
interest-bearing liabilities 4,910,213 1.386,817
========== ==========
Net interest income 219,357 117,438
=========== ===========
Effective interest differential (spread) 2.35% 2.01%
===== =====
Net yield on average interest earning assets 3.29% 2.31%
===== =====
</TABLE>
RATE VOLUME ANALYSIS - Three Months Ended March 31,
1996 vs 1995
---------------------------------
Increase or Decrease
Due to Change in
--------------------- Total
Average Average Increase
Volume Rate (Decrease)
-------- --------- ---------
Variance in interest income on:
Interest-earning assets:
Loans $ 124,358 $ 32,680 $ 157,038
Investment securities (77,430) 6,092 (71,338)
Interest-bearing deposits and other 47,968 35,047 83,015
--------- --------- ---------
Total interest-earning assets 94,896 73,819 168,715
Interest-bearing deposits
Deposits:
Passbook (396) (317) (713)
NOW accounts 770 (355) 415
Certificates of deposit 35,257 36,475 71,732
Other borrowings (4,638) -- (4,638)
--------- --------- ---------
Total interest-bearing liabilities 30,993 35,803 66,796
--------- --------- ---------
Change in net interest income 63,904 38,015 101,919
========= ========= =========
<PAGE>
PROVISION FOR LOAN LOSSES
Management records the provision for loan losses in amounts that result
in an allowance for loan losses sufficient to cover all potential net
charge-offs and risks believed to be inherent in the loan portfolio.
Management's evaluation includes such factors as past loan loss experience as
related to current loan portfolio mix, evaluation of actual and potential losses
in the loan portfolio, prevailing regional and national economic conditions that
might have an impact on the portfolio, regular reviews and examinations of the
loan portfolio conducted by bank regulatory authorities, and other factors that
management believes deserve current recognition.
As a result of these factors, the allowance for loan losses increased
$50 thousand compared to the first quarter of 1995 and remained unchanged
compared to the fourth quarter of 1995. The allowance for loan losses as a
percentage of loans and leases outstanding was .68% at March 31, 1996, compared
to .85% at year-end 1995 and .28% at March 31, 1995. Management believes that
the allowance for loan losses, which is a general reserve, is adequate to cover
actual and potential losses in the loan portfolio under current conditions.
Accordingly, management has provided no expense for the three months ended March
31, 1996. Other than as previously noted, management is not aware of any
significant risks in the current loan portfolio due to concentrations of loans
within any particular industry, nor of any separate types of loans within a
particular category of non-performing loans that are unusually significant as to
possible loan losses when compared to the entire loan portfolio. Net charge-offs
on loans totaled $0.0 million for the first quarter of 1996 compared to net
charge-offs of $0.0 million for the first quarter of 1995 and $0.0 million for
the fourth quarter of 1995.
INTEREST EXPENSE
Total interest expense increased $66,796, or 31.75%, compared to
the first three months of 1995 due to both higher volumes of certificates of
deposit and higher rates paid on those new volumes. The average cost of funds
was 5.10% for the first three months of 1996, 4.44% for the first three months
of 1995.
NONINTEREST INCOME
Noninterest income increased $62,237 in the first three months of
1996 compared to the first three months of 1995. Gains on sales of securities
classified as available for sale increased $22,063 during the period.
Service charges on deposit accounts, other service charges, letter of credit
fees and other miscellaneous income accounted for the additional $40,174
during the period.
OTHER EXPENSE
Other expense increased $66,435 in the first three months of 1996
compared to the first three months of 1995. Compensation expense increased
$46,537 in this comparison mainly as a result of additions to staff early in the
first quarter of 1996. In addition, occupancy expense increased $13,705 as a
result of rental of additional space for corporate offices. Office, travel and
entertainment, and depreciation and amortization expenses increased $19,136 due
to the increased efforts to attract new customers. These effects were partially
offset by a $16,421 decrease in professional fee expense due to less reliance
on outside accounting and legal services.
LIQUIDITY
The Company's primary sources of funds are customer deposits, maturities
of investment securities, sales of "Available for Sale" securities, loan sales,
loan repayments, net income, advances from the Federal Home Loan Bank of
Pittsburgh, and the use of Federal Funds markets. Scheduled loan repayments are
relatively stable sources of funds while deposit inflows and unscheduled loan
prepayments are not. Deposit inflows and unscheduled loan prepayments are
influenced by general interest rate levels, interest rates available on other
investments, competition, economic conditions, and other factors.
Deposits are the Company's primary source of new funds. Total deposits
were $21.6 million at March 31, 1996, up from $20.8 million at December 31,
1995. A concerted effort has been made to attract deposits in the market area it
serves through competitive pricing and delivery of a quality product. Increases
over the period are due to marketing efforts, and new business development
programs initiated by Company.
<PAGE>
Management anticipates that the Company will continue relying on
customer deposits, maturity of investment securities, sales of "Available for
Sale" securities, loan sales, loan repayments, net income, Federal Funds
markets, and FHLB borrowings to provide liquidity. Although deposit balances
have shown historical growth, such balances may be influenced by changes in the
banking industry, interest rates available on other investments, general
economic conditions, competition and other factors. Borrowings may be used on a
short-term basis to compensate for reductions in other sources of funds.
Borrowings may also be used on a long-term basis to support expanded lending
activities and to match maturities or repricing intervals of assets. The sources
of such funds will be Federal Funds purchased and borrowings from the FHLB.
CAPITAL RESOURCES
The FRB and FDIC have established minimum requirements for capital
adequacy for bank holding companies and member banks. The requirements address
both risk-based capital and leveraged capital. The regulatory agencies may
establish higher minimum requirements if, for example, a corporation has
previously received special attention or has a high susceptibility to interest
rate risk. The FRB and FDIC risk-based capital guidelines require banks and bank
holding companies to have a ratio of tier one capital to total risk-weighted
assets of at least 4%, and a ratio of total capital to total risk-weighted
assets of 8% or greater. In addition, the leverage ratio of tier one capital to
total assets less intangibles is required to be at least 3%.
Stockholders' equity increased $41,240, or 8.85%, at March 31, 1996
from $4.659 million at December 31, 1995. During November 1995, the Company
received net proceeds of $4.5 million in a public offering of 542,802 shares of
common stock. The net proceeds have and will be available to Company and the
Bank to support branch expansion either through the opening of new branches or
the acquisition of existing facilities. At March 31, 1996, the Company's
stockholders' equity, as a percentage of total assets, was 17.7%, compared to
18.07% at December 31, 1995. Equity grew at 8.59% over the period from December
31, 1995 to March 31, 1996, while assets grew by 2.90% over the same period.
As the following table indicates, the Bank currently exceeds the
regulatory capital minimum requirements.
March 31, December 31,
1996 1995
--------- -----------
Risk-Adjusted Assets $10,580 $9,523
Tier 1 Capital 4,238 3,823
Total Capital 4,298 3,883
Tier 1 Capital Ratio 40.06% 40.14%
Total Capital Ratio 15.56% 17.04%
Leverage Ratio 15.38% 14.93%
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Philadelphia,
Commonwealth of Pennsylvania.
USABANCSHARES, INC.
Date: May 14, 1996 By: /s/ Kenneth L. Tepper
----------------------
Kenneth L. Tepper,
President and Chief Executive Officer
(Principal Executive Officer)
Date: May 14, 1996 By: /s/ David J. Torpey
--------------------
David J. Torpey, Vice President,
Chief Financial Officer
(Principal Accounting and Financial Officer)
<TABLE> <S> <C>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 253,969
<INT-BEARING-DEPOSITS> 5,718,210
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 2,843,592
<INVESTMENTS-CARRYING> 8,604,932
<INVESTMENTS-MARKET> 8,592,963
<LOANS> 8,791,915
<ALLOWANCE> (60,000)
<TOTAL-ASSETS> 26,703,743
<DEPOSITS> 21,840,413
<SHORT-TERM> 0
<LIABILITIES-OTHER> 163,248
<LONG-TERM> 0
0
0
<COMMON> 597,082
<OTHER-SE> 4,103,000
<TOTAL-LIABILITIES-AND-EQUITY> 26,703,743
<INTEREST-LOAN> 231,270
<INTEREST-INVEST> 164,625
<INTEREST-OTHER> 100,631
<INTEREST-TOTAL> 496,526
<INTEREST-DEPOSIT> 277,170
<INTEREST-EXPENSE> 277,170
<INTEREST-INCOME-NET> 219,355
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 22,063
<EXPENSE-OTHER> 272,971
<INCOME-PRETAX> 8,685
<INCOME-PRE-EXTRAORDINARY> 8,685
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,685
<EPS-PRIMARY> .01
<EPS-DILUTED> .01
<YIELD-ACTUAL> 3.29
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> (60,000)
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> (60,000)
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> (60,000)
</TABLE>
