-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K1MrQBZcRV6vBeTi7YjEDH8tnh0UtrpCZRW5YY/6Vk+euQzRNhtphUATPsqzyUyC /fHY0dlNt4jY9x97irzG/A== 0000004570-98-000007.txt : 19980518 0000004570-98-000007.hdr.sgml : 19980518 ACCESSION NUMBER: 0000004570-98-000007 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980331 FILED AS OF DATE: 19980515 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN BANCORPORATION /WV/ CENTRAL INDEX KEY: 0000004570 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 310724349 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-05893 FILM NUMBER: 98624292 BUSINESS ADDRESS: STREET 1: 1025 MAIN ST STE 800 CITY: WHEELING STATE: WV ZIP: 26003 BUSINESS PHONE: 3042335006 MAIL ADDRESS: STREET 1: 1025 MAIN STREET STREET 2: SUITE 800 CITY: WHEELING STATE: WV ZIP: 26003 10-Q 1 FORM 10 Q FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the period ended March 31, 1998 Commission File Number: 0-5893 American Bancorporation (Exact name of registrant as specified in its charter) Ohio 31-0724349 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1025 Main Street, Suite 800, Wheeling, WV 26003 (Address of principal executive offices) (Zip Code) (304) 233-5006 (Registrant's telephone number, including area code) 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. April 6, 1998: 3,129,674 shares of Common stock without par value Number of pages comprising this report. . . . . . . . . 13 1 AMERICAN BANCORPORATION FORM 10-Q Quarterly Report March 31, 1998 TABLE OF CONTENTS Part I FINANCIAL INFORMATION Item 1 Financial Statements Condensed Consolidated Balance Sheet................... 3 Condensed Consolidated Statement of Income............. 4 Condensed Consolidated Statement of Cash Flows.................................. 5 Condensed Consolidated Statement of Changes in Stockholders' Equity............. 6 Notes to the Financial Statements......................... 6 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations.................. 8 Item 3 Quantitative and Qualitative Disclosures about Market Risk.. 12 Part II OTHER INFORMATION Item 1 Legal Proceedings..........................................None Item 2 Changes in Securities......................................None 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...........................None SIGNATURES 13 2 AMERICAN BANCORPORATION FORM 10-Q Quarterly Report March 31, 1998
American Bancorporation and Subsidiaries CONSOLIDATED BALANCE SHEET March 31, December 31, 1998 1997 1997 -------------- ------------- ------------ ASSETS Cash and due from banks ...................... $ 12,096,053 $ 12,323,152 $ 11,027,692 Federal funds sold ........................... 6,291,000 10,671,259 2,414,812 Investment securities available for sale ..... 192,433,075 140,457,032 169,175,987 Loans, net of unearned income ................ 287,828,127 275,627,811 286,691,051 Less allowance for loan losses ............. 3,218,426 3,455,969 3,284,338 ------------- ------------- ------------- 284,609,701 272,171,842 283,406,713 Premises and equipment - net ................. 9,981,773 9,871,897 10,070,377 Accrued interest receivable .................. 3,350,624 3,785,600 2,713,240 Excess of cost over net assets purchased ..... 1,885,071 2,220,547 1,968,940 Other assets ................................. 4,787,968 9,515,869 3,828,711 ------------- ------------- ------------- TOTAL ASSETS ............................ $ 515,435,265 $ 461,017,198 $ 484,606,472 ============= ============= ============= LIABILITIES Deposits Non-interest bearing ...................... $ 33,494,284 $ 34,940,131 $ 33,512,712 Interest bearing .......................... 349,756,791 293,560,988 322,221,620 ------------- ------------- ------------- TOTAL DEPOSITS ........................ 383,251,075 328,501,119 355,734,332 Short-term borrowings ....................... 88,257,113 94,528,431 87,574,152 Accrued interest payable .................... 1,808,684 1,515,819 1,782,668 Other liabilities ........................... 5,351,214 5,487,609 4,396,674 Long-term debt .............................. 2,020,541 933,763 1,424,800 ------------- ------------- ------------- TOTAL LIABILITIES ........................ 480,688,627 430,966,741 450,912,626 STOCKHOLDERS' EQUITY Preferred stock ............................ -- -- -- Common stock without par value, stated value $5, authorized 6,500,000 shares, issued and outstanding 3,129,674 ................. 7,824,185 7,824,185 7,824,185 Additional paid-in capital ................. 10,301,982 10,301,982 10,301,982 Retained earnings .......................... 15,827,526 12,660,051 14,965,228 Accumulated other comprehensive income, net of income tax ...................... 792,945 (735,761) 602,451 ------------- ------------- ------------- TOTAL STOCKHOLDERS' EQUITY ............... 34,746,638 30,050,457 33,693,846 ------------- ------------- ------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ........... $ 515,435,265 $ 461,017,198 $ 484,606,472 ============= ============= =============
3 AMERICAN BANCORPORATION FORM 10-Q Quarterly Report March 31, 1998 American Bancorporation and Subsidiaries CONSOLIDATED STATEMENT OF INCOME Three Months ended March 31, 1998 1997 ---------- ---------- INTEREST INCOME Loans ............................. $6,305,911 $5,974,954 Investment securities Taxable interest income .......... 2,917,727 2,552,804 Non-taxable interest income ...... 22,771 24,201 ---------- ---------- 2,940,498 2,577,005 Short-term investments ............ 81,445 109,716 ---------- ---------- Total interest income ........... 9,327,854 8,661,675 INTEREST EXPENSE Deposits .......................... 3,843,092 2,941,737 Borrowed funds .................... 1,221,436 1,416,710 ---------- ---------- Total interest expense .......... 5,064,528 4,358,447 ---------- ---------- NET INTEREST INCOME ........... 4,263,326 4,303,228 PROVISION FOR LOAN LOSSES .......... 60,000 -- ---------- ---------- Net interest income after provision for loan losses ...... 4,203,326 4,303,228 OTHER INCOME Service charges on deposit accounts 166,980 187,351 Securities gains .................. 156,000 4,337 Net gains on sale of loans ........ 459,055 214,371 Insurance commissions ............. 20,148 23,380 Other income ...................... 194,231 159,961 ---------- ---------- Total other income .............. 996,414 589,400 OTHER EXPENSE Salaries and employee benefits .... 1,595,115 1,413,493 Occupancy and equipment expense ... 580,955 586,732 Other expenses .................... 1,215,706 1,253,897 ---------- ---------- Total other expense ............. 3,391,776 3,254,122 ---------- ---------- INCOME BEFORE INCOME TAXES ......... 1,807,964 1,638,506 PROVISION FOR INCOME TAXES ......... 554,457 608,504 ---------- ---------- NET INCOME ......................... $1,253,507 $1,030,002 ========== ========== Average Shares Outstanding ....... 3,129,674 3,129,674 BASIC EARNINGS PER SHARE ....... $ 0.40 $ 0.33 4 AMERICAN BANCORPORATION FORM 10-Q Quarterly Report March 31, 1998
American Bancorporation and Subsidiaries CONSOLIDATED STATEMENT OF CASH FLOWS Three months ended March 31, 1998 1997 -------------- ------------ Operating Activities: Net Income................................................................ $ 1,253,507 $ 1,030,002 Charges to operations not using cash in the current period.......................................... (182,583) (2,830,153) -------------- ------------- Net cash provided by (applied to) operating activities.............. 1,070,924 (1,800,151) Investing Activities: Investment securities available for sale: Proceeds from maturities and repayments............................ 33,682,122 2,085,192 Proceeds from sales.............................................. 576,000 43,462,484 Purchases.......................................................... (57,406,903) (44,280,218) Net increase in loans................................................... (1,262,988) (4,285,783) Purchase of premises and equipment..................................... (119,842) (334,807) Proceeds from sale of premises and equipment......................... 1,000 - ---------------- -------------------- Net cash used by investing activities................................ (24,530,611) (3,353,132) Financing Activities: Net decrease in non-interest bearing demand deposits............................................ (18,428) (1,804,184) Net increase (decrease) in interest bearing demand and savings deposits.......................................... 1,646,547 (3,492,761) Net increase in time deposits........................................... 25,888,624 13,987,247 Net increase (decrease) in short-term borrowings....................... 682,961 (9,567,612) Issuance (principal repayment) of long-term debt........................ 595,741 (3,920) Cash dividends paid.................................................... (391,209) (391,209) -------------- -------------- Net cash provided by (applied to) financing activities............... 28,404,236 (1,272,439) ------------ ------------- Net Increase (Decrease) in Cash and Cash Equivalents..................... 4,944,549 (6,425,722) Cash and Cash Equivalents Beginning Balance.................................. 13,442,504 29,420,133 ------------ ------------ Cash and Cash Equivalents Ending Balance...................................... $18,387,053 $22,994,411 =========== ===========
5 AMERICAN BANCORPORATION FORM 10-Q Quarterly Report March 31, 1998 American Bancorporation and Subsidiaries CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY Three months ended March 31, 1998 and 1997 1998 1997 ------------ ------------ Balance at January 1, ..................... $ 33,693,846 $ 30,422,694 Net Income ............................... 1,253,507 1,030,002 Dividends declared ($0.125 per share 1998, $0.125 per share 1997) .............. (391,209) (391,209) Other comprehensive income (loss) ........ 190,494 (1,011,030) ------------ ------------ Balance at March 31, ...................... $ 34,746,638 $ 30,050,457 ============ ============ NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The unaudited interim condensed consolidated financial statements reflect all adjustments which, in the opinion of management, are necessary to a fair presentation of the financial position and results of operations. All adjustments are of a normal recurring nature. The notes to the financial statements contained in the 1997 Annual Report to Stockholders should be read in conjunction with these statements. NOTE A - ADOPTION OF FINANCIAL ACCOUNTING STANDARDS On January 1, 1998 the Company adopted Statement of Financial Accounting Standards ("SFAS") No. 129, " Disclosure of Information about Capital Structure." SFAS No. 129 summarizes previously issued disclosure guidance contained with Accounting Principles Board ("APB") Opinion Nos. 10 and 15 as well as SFAS No. 47. There were no material changes to the Company's disclosures pursuant to the adoption of SFAS No. 129. 6 AMERICAN BANCORPORATION FORM 10-Q Quarterly Report March 31, 1998 On January 1, 1998 the Company adopted SFAS No. 130, "Reporting Comprehensive Income". SFAS No.130 established standards for reporting and display of comprehensive income and its components in a full set of general purpose financial statements. Comprehensive income is defined as "the change in equity of a business enterprise during a period from transactions and other events and circumstances from nonowner sources. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners." The comprehensive income and related cumulative equity impact of comprehensive income items is required to be disclosed prominently as part of the notes to the financial statements. Only the impact of unrealized gains or losses on securities available for sale is disclosed as an additional component of the Company's income under the requirements of SFAS No. 130. Amounts included in comprehensive income are as follows for the three months ended March 31, 1998 and 1997:
1998 1997 -------------- ------------ Net Income .............................................. $ 1,253,507 $ 1,030,002 Other comprehensive income (loss), net of tax Unrealized gains (losses) on securities: Unrealized holding gain (loss) arising during the period........................ 236,994 (759,654) Reclassification adjustment for gains included in net income................... (46,500) (251,376) -------------- ------------ Other comprehensive income (loss)......................... 190,494 (1,011,030) ------------- ------------ Comprehensive income......................................... $ 1,444,001 $ 18,972 =========== ============
7 AMERICAN BANCORPORATION FORM 10-Q Quarterly Report March 31, 1998 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS INTRODUCTION The discussion and analysis, when read in conjunction with the consolidated financial statements and accompanying notes, is designed to provide information relevant to an assessment of financial performance and management's perception of significant events. The following is a discussion of significant factors influencing operating performance and change in financial position during the interim periods presented. The discussion should be read in connection with the 1997 Annual Report and the financial statements appearing elsewhere herein. SUMMARY American Bancorporation (the "Company") recognized net income of $1,254,000 or $0.40 basic earnings per share, for the three months ended March 31, 1998, compared to net income of $1,030,000 or $0.33 basic earnings per share, for the three months ended March 31, 1997. Return on average assets and return on average equity were 1.00% and 14.52%, respectively, for the three months ended March 31, 1998 compared to 0.89% and 13.45%, respectively, for the three months ended March 31, 1997. Total assets at March 31, 1998 increased to $515,425,000, from $461,017,000 at March 31, 1997, an increase of 11.8%. Deposits increased to $383,251,000 at March 31, 1998, from $328,501,000 at March 31, 1997, an increase of 16.7%. Total stockholders' equity was $34,747,000 at March 31, 1998, which represents a 15.6% increase over total stockholders' equity of $30,050,000 at March 31, 1997. RESULTS OF OPERATIONS QUARTER COMPARISON Net Income. Net income for the three months ended March 31, 1998 amounted to $1,254,000, or $0.40 basic earnings per share, compared to net income of $1,030,000 or $0.33 basic earnings per share, for the three months ended March 31, 1997. The increase was the result of an increase in other income which was partially offset by increases in other expense and provision for loan losses and a decrease in net interest income. Net Interest Income. Net interest income before provision for loan losses for the three months ended March 31, 1998 amounted to $4,263,000, a decrease of $40,000 or 0.93%, compared to the three months ended March 31, 1997. The decrease resulted primarily from a 37 basis point decrease in the Company's margin, which was partially offset by a $39,564,000 or 9.1% increase in average interest earning assets. Total interest income for the three months ended March 31, 1998 amounted to $9,328,000, an increase of $666,000 or 7.7%, compared to the three months ended March 31, 1997. The increase resulted primarily from the increase in the average interest earning assets which was partially offset by a 11 basis point decrease in the average yield on earning assets. Average loans outstanding increased $10,321,000 8 AMERICAN BANCORPORATION FORM 10-Q Quarterly Report March 31, 1998 or 3.7% with average real estate loans increasing $5,711,000 or 4.2%, average commercial loans increasing $4,066,000 or 4.5% and average consumer installment loans increasing $544,000 or 1.1%, primarily due to increased demand. The average yield on loans increased from 8.65% in 1997 to 8.80% in 1998. Average investment securities and other short-term investments outstanding increased $29,243,000 or 18.6% while the average yield decreased from 6.83% in 1997 to 6.48% in 1998. Total interest expense for the three months ended March 31, 1998 amounted to $5,065,000, an increase of $706,000 or 16.2%, compared to the three months ended March 31, 1997. The increase resulted primarily from a $32,599,000 or 8.3% increase in average interest bearing liabilities and a 33 basis point increase in interest rates paid on such liabilities. Average NOW, money market and savings accounts decreased $5,684,000 or 4.5%. Average time deposits increased $55,181,000 or 33.7%, primarily the result of increased marketing efforts. Average non-interest bearing accounts decreased $929,000 or 2.8% and represented 8.7% of average total deposits for the three months ended March 31, 1998. Average short-term borrowings decreased $17,918,000 or 17.3%, while the average rate paid on short-term borrowings increased from 5.39% in 1997 to 5.46% in 1998. Provision for Loan Losses. The loan loss provision for the three months ended March 31, 1998 was $60,000. There was no loan loss provision for the three months ended March 31, 1997. Other Income. Other income for the three months ended March 31, 1998 amounted to $996,000, an increase of $407,000 or 69.1%. Net gains on sale of loans increased $245,000 or 114.1%, the result of increased residential mortgage loans generated for sale to secondary markets by the Company's mortgage banking operations. Net gains on sale of investment securities totalled $156,000 in 1998, compared to $4,000 in 1997. Other Expense. Total other expense for the three months ended March 31, 1998 amounted to $3,392,000, an increase of $138,000 or 4.2%, compared to the three months ended March 31, 1997. Salaries and employee benefits increased $182,000 or 12.8%. Occupancy and equipment expense decreased $6,000 or 1.0%. Other (miscellaneous) expenses decreased $38,000 or 3.0%. Provision for Income Taxes. The provision for income taxes for the three months ended March 31, 1998 was $554,000, compared to $609,000 for the three months ended March 31, 1997. 9 AMERICAN BANCORPORATION FORM 10-Q Quarterly Report March 31, 1998 ASSET QUALITY Nonperforming loans totalled $2,389,000 or 0.8% of total loans at March 31, 1998, compared to $2,658,000 or 0.9% at December 31, 1997. Nonperforming loans at March 31, 1998 consisted of nonaccrual loans totalling $713,000, 90 day delinquent loans of $1,121,000, and restructured loans aggregating $555,000. Other real estate held totalled $762,000 at March 31, 1998, compared to $236,000 at December 31, 1997. CAPITAL RESOURCES Stockholders' equity totalled $34,747,000 at March 31, 1998. The Company's risk-based capital ratio was 12.6%, of which 11.5% constituted common stockholder equity, while the risk-based capital ratio for the Company's bank subsidiary, Wheeling National Bank, was 13.0%, with common stockholders' equity of 11.9%. At March 31, 1998 the Company's leverage capital ratio was 6.4%, while the leverage ratio for Wheeling National Bank was 6.8%. 10 AMERICAN BANCORPORATION FORM 10-Q Quarterly Report March 31, 1998
Three months ended March 31, 1998 1997 Average Yield/ Average Yield/ Balance Rate Balance Rate INTEREST EARNING ASSETS (000's) (000's) Loans Commercial................................. $ 95,206 9.11% $ 91,140 8.91% Real estate................................ 141,910 8.33 136,199 8.01 Installment-net........................... 49,481 8.42 48,937 8.86 --------- -------- Total loans ............................ 286,597 8.80 276,276 8.65 Investment securities Taxable.................................... 181,246 6.44 151,578 6.74 Tax-exempt............................... 1,089 8.37 1,178 8.22 ---------- ----------- Total investment securities ............ 182,335 6.45 152,756 6.75 Other short-term investments.............. 4,207 7.74 4,543 9.66 ----------- ---------- Total interest earning assets............. $473,139 7.88 $433,575 7.99 ======== ======== INTEREST BEARING LIABILITIES Deposits NOW, Savings and MMDA...................... $120,130 2.63% $125,814 2.62% Time...................................... 218,797 5.58 163,616 5.17 ---------- --------- Total deposits........................... 338,927 4.54 289,430 4.07 Short-term borrowings...................... 85,766 5.46 103,684 5.39 Long-term debt........................... 1,955 10.17 935 7.97 ----------- ----------- Total interest bearing liabilities................... $426,648 4.75 $394,049 4.42 ======== ======== MARGIN ANALYSIS (as a % of earning assets) Interest income...................... 7.88% 7.99% Interest expense...................... 4.28 4.02 ---- ---- Net interest income.................. 3.60% 3.97% ==== ==== Averages stated are month end average balances. Installment loans are stated net of unearned income. Average loans include nonaccrual loans. Yields do not reflect tax equivalent adjustments.
11 AMERICAN BANCORPORATION FORM 10-Q Quarterly Report March 31, 1998 Item 3. Quantitative and Qualitative Disclosures about Market Risk Quantitative and qualitative disclosures about market risk are presented at December 31, 1997 in Item 7a of the Company's Annual Report on Form 10-K filed with the SEC on March 31, 1998. Management believes there have been no material changes in the Company's market risk since December 31, 1997. PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K B. Reports on Form 8-K: Date Item Description None 12 SIGNATURES Pursuant to the requirements 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. AMERICAN BANCORPORATION (Registrant) Date May 15, 1998 /s/ Jeremy C. McCamic ---------------------------- ------------------------ Jeremy C. McCamic Chairman and Chief Executive Officer Date May 15, 1998 /s/ Brent E. Richmond ---------------------------- -------------------------- Brent E. Richmond Chief Financial and Accounting Officer 13 EX-27 2
9 1 DEC-31-1998 3-MOS JAN-01-1998 MAR-31-1998 12,003,940 92,113 6,291,000 0 192,433,075 0 0 287,828,127 3,218,426 515,435,265 383,251,075 88,257,113 7,159,898 2,020,541 7,824,185 0 0 26,922,453 515,435,265 6,305,911 2,940,498 81,445 9,327,854 3,843,092 5,064,528 4,263,326 60,000 156,000 3,391,776 1,807,964 1,253,507 0 0 1,253,507 0.40 0.40 0360 713,000 1,121,000 555,000 0 0 0 0 0 0 0 0
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