UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-Q

 

 

(Mark One)

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2008

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission file number: 000-22925

 

 

AmericasBank Corp.

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   52-2090433

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

500 York Road, Towson, Maryland 21204

Address of principal executive offices

(410) 823-0500

Registrant’s telephone number

 

 

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 by check mark whether the registrant is a large filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer   ¨

  Accelerated filer   ¨

Non-accelerated filer   ¨

  Smaller Reporting Company   x

(Do not check if a smaller reporting company)

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    YES   ¨     NO   x

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:

At May 2, 2008, the issuer had 2,654,202 shares of Common Stock outstanding.

 

 

 


Part I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

AmericasBank Corp. and Subsidiary

Consolidated Balance Sheets

 

     March 31,
2008
    December 31,
2007
 
     (Unaudited)        

Assets

    

Cash and due from banks

   $ 2,004,724     $ 3,886,945  

Federal funds sold and Federal Home Loan Bank deposit

     17,334,497       9,066,090  
                

Cash and cash equivalents

     19,339,221       12,953,035  

Securities available for sale

     1,083,431       921,783  

Federal Home Loan Bank and Federal Reserve Bank stock at cost

     1,123,950       663,750  

Loans held for sale

     3,095,846       2,672,361  

Loans and leases, less allowance of $3,115,295 and $2,754,938

     133,806,780       125,738,589  

Foreclosed real estate

     785,000       440,000  

Premises and equipment

     1,376,993       1,441,991  

Accrued interest receivable

     819,808       847,521  

Goodwill

     202,235       202,235  

Intangible assets

     10,804       12,213  

Other assets

     242,180       228,215  
                
   $ 161,886,248     $ 146,121,693  
                

Liabilities and Stockholders’ Equity

    

Deposits

    

Noninterest-bearing

   $ 9,419,199     $ 9,076,325  

Interest-bearing

     127,680,788       122,511,679  
                

Total deposits

     137,099,987       131,588,004  

Short-term borrowings

     446,000       217,031  

Long-term borrowings

     10,500,000       —    

Other liabilities

     740,772       693,820  
                
     148,786,759       132,498,855  
                

Stockholders’ equity

    

Common stock, par value $.01 per share; authorized 30,000,000 shares issued and outstanding 2,654,202 shares

     26,542       26,542  

Preferred stock, par value $.01 per share; authorized 5,000,000 shares issued and outstanding 0 shares

     —         —    

Additional paid-in capital

     22,712,288       22,696,230  

Accumulated deficit

     (9,644,057 )     (9,100,465 )

Accumulated other comprehensive income

     4,716       531  
                
     13,099,489       13,622,838  
                
   $ 161,886,248     $ 146,121,693  
                

The accompanying notes are an integral part of these consolidated financial statements.

 

2


AmericasBank Corp. and Subsidiary

Consolidated Statements of Operations

(Unaudited)

 

     Three Months Ended
     March 31,
2008
    March 31,
2007

Interest revenue

    

Loans and leases, including fees

   $ 2,563,640     $ 1,975,628

Federal funds sold and Federal Home Loan Bank deposit

     112,437       157,132

Loans held for sale

     39,192       25,066

Investment securities

     22,635       9,731
              

Total interest revenue

     2,737,904       2,167,557
              

Interest expense

    

Deposits

     1,497,620       1,044,071

Short-term borrowings

     4,405       —  

Long-term borrowings

     26,382       —  
              

Total interest expense

     1,528,407       1,044,071
              

Net interest income

     1,209,497       1,123,486

Provision for loan and lease losses

     445,965       158,000
              

Net interest income after provision for loan and lease losses

     763,532       965,486
              

Noninterest revenue

    

Service charges on deposit accounts and other fees

     24,980       25,018

Mortgage banking gains and fees

     120,406       66,870
              

Total noninterest revenue

     145,386       91,888
              

Noninterest expenses

    

Salaries

     689,008       421,501

Employee benefits

     193,961       141,276

Occupancy

     98,006       67,970

Furniture and equipment

     45,480       37,230

Other

     426,055       270,036
              

Total noninterest expenses

     1,452,510       938,013
              

Income (loss) before income taxes

     (543,592 )     119,361

Income taxes

     —         —  
              

Net income (loss)

   $ (543,592 )   $ 119,361
              

Income (loss) per common share—basic and diluted

   $ (0.20 )   $ 0.04

The accompanying notes are an integral part of these consolidated financial statements.

 

3


AmericasBank Corp. and Subsidiary

 

Consolidated Statements of Changes in Stockholders’ Equity

 

     Common stock    Additional
paid-in

capital
   Accumulated
deficit
    Accumulated
other
comprehensive
income
   Comprehensive
income
 
     Shares    Par value                       

Balance, December 31, 2006

   2,654,202    $ 26,542    $ 22,785,038    $ (6,819,184 )   $ —     

Net income

   —        —        —        119,361       —      $ 119,361  

Unrealized gain (loss) on investment securities available for sale, net

   —        —        —        —         —        —    
                      

Comprehensive income

                 $ 119,361  
                      

Stock-based compensation expense

   —        —        42,595      —         —     
                                    

Balance, March 31, 2007

   2,654,202      26,542      22,827,633      (6,699,823 )     —     

Balance, December 31, 2007

   2,654,202    $ 26,542    $ 22,696,230    $ (9,100,465 )   $ 531   

Net loss

   —        —        —        (543,592 )     —      $ (543,592 )

Unrealized gain on investment securities available for sale, net

   —        —        —        —         4,185      4,185  
                      

Comprehensive income

                 $ (539,407 )
                      

Stock-based compensation expense

   —        —        16,058      —         —     
                                    

Balance, March 31, 2008

   2,654,202    $ 26,542    $ 22,712,288    $ (9,644,057 )   $ 4,716   
                                    

The accompanying notes are an integral part of these consolidated financial statements.

 

4


AmericasBank Corp. and Subsidiary

 

Consolidated Statements of Cash Flows

(Unaudited)

 

     Three Months Ended  
     March 31,
2008
    March 31,
2007
 

Cash flows from operating activities

    

Interest received

   $ 2,721,133     $ 2,159,058  

Fees and commissions received

     24,980       25,018  

Interest paid

     (1,442,016 )     (1,115,381 )

Proceeds from sales of loans held for sale

     13,111,971       8,868,820  

Originations of loans held for sale

     (13,415,050 )     (8,165,940 )

Cash paid to suppliers and employees

     (1,435,803 )     (829,280 )
                
     (434,785 )     942,295  
                

Cash flows from investing activities

    

Purchase of Federal Home Loan Bank and Federal Reserve stock

     (460,200 )     (49,200 )

Purchase of investment securities available for sale

     (157,188 )     —    

Loans and leases made, net of principal collected

     (8,814,947 )     (11,756,030 )

Purchase of premises, equipment and software

     12,354       (124,523 )
                
     (9,419,981 )     (11,929,753 )
                

Cash flows from financing activities

    

Net increase in time deposits

     6,556,124       1,576,655  

Net increase (decrease) in other deposits

     (1,044,141 )     3,969,205  

Increase in short-term borrowings

     228,969       —    

Increase in long-term borrowings

     10,500,000       —    
                
     16,240,952       5,545,860  
                

Net increase (decrease) in cash and cash equivalents

     6,386,186       (5,441,598 )

Cash and cash equivalents at beginning of year

     12,953,035       18,547,693  
                

Cash and cash equivalents at end of period

   $ 19,339,221     $ 13,106,095  
                

The accompanying notes are an integral part of these consolidated financial statements.

 

5


AmericasBank Corp. and Subsidiary

 

Consolidated Statements of Cash Flows

(Unaudited) (Continued)

 

     Three Months Ended  
     March 31,
2008
    March 31,
2007
 

Reconciliation of net loss to net cash provided by operating activities

    

Net income (loss)

   $ (543,592 )   $ 119,361  

Adjustments to reconcile net loss to net cash provided by operating activities

    

Depreciation and amortization

     57,613       48,393  

Accretion on investment discounts

     (275 )     —    

Provision for loan and lease losses

     445,965       158,000  

Stock-based compensation

     16,058       42,595  

Amortization of loan premium and other intangible assets

     1,409       470  

Increase (decrease) in

    

Deferred loan fees and costs, net

     (44,209 )     68,430  

Accrued interest payable

     86,391       (71,310 )

Other liabilities

     (39,439 )     43,876  

Decrease (increase) in

    

Loans held for sale

     (423,485 )     636,010  

Accrued interest receivable

     27,713       (76,929 )

Other assets

     (18,934 )     (26,601 )
                
   $ (434,785 )   $ 942,295  
                

The accompanying notes are an integral part of these consolidated financial statements.

 

6


AMERICASBANK CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

1. BASIS OF PRESENTATION

The accompanying consolidated financial statements include the activity of AmericasBank Corp. (the “Company”) and its wholly owned subsidiary, AmericasBank (the “Bank”). All significant intercompany transactions and balances have been eliminated in consolidation.

The foregoing consolidated financial statements are unaudited; however, in the opinion of management, all adjustments (comprising only normal recurring accruals and adjustments) necessary for a fair presentation of the results of the interim period have been included. These statements should be read in conjunction with the financial statements and accompanying notes included in AmericasBank Corp.’s 2007 Annual Report on Form 10-KSB. There have been no significant changes to the Company’s Accounting Policies as disclosed in the 2007 Annual Report. The results shown in this interim report are not necessarily indicative of results to be expected for the full year 2008.

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America.

 

2. REGULATORY MATTERS

The Bank is subject to various regulatory capital requirements administered by the federal 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. The Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weighting and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios.

 

3. INCOME/LOSS PER SHARE

Income/loss per common share is determined by dividing net income/loss by the weighted average number of common shares outstanding during the period. The Company’s common stock equivalents were not considered in the computation of diluted income/loss per share because the result would have been anti-dilutive. The weighted average common shares outstanding were 2,654,202 for the three months ended March 31, 2008, and March 31, 2007, respectively.

 

4. FAIR VALUE

In September 2006, the FASB issued Statement No. 157 , Fair Value Measurements (“ SFAS No. 157 ”), effective January 1, 2008. SFAS No. 157 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Under SFAS No. 157, fair value measurements are not adjusted for transaction costs. SFAS No. 157 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement inputs) and the lowest priority to unobservable inputs (Level 3 measurement inputs). The three levels of the fair value hierarchy under SFAS No. 157 are described below:

Basis of Fair Value Measurement:

 

   

Level 1 — Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets;

 

7


   

Level 2 — Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument; and

 

   

Level 3 — Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

Where quoted prices are available in an active market, available for sale securities are classified within level 1 of the hierarchy. Level 1 includes securities that have quoted prices in an active market for identical assets. If quoted market prices are not available, then fair values are estimated using pricing models, quoted prices of securities with similar characteristics or discounted cash flows.

The loans held for sale are generally determined by quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets.

Impaired loans are evaluated and valued at the time the loan is identified as impaired, at the lower of cost or market value. Market value is measured based on the value of the collateral securing these loans. Collateral may be real estate and/or business assets; including equipment, inventory and/or accounts receivable and its fair value is generally determined based on real estate appraisals or other independent evaluations by qualified professionals. Impaired loans are reviewed and evaluated on at least a quarterly basis for additional impairment and adjusted accordingly, based on the same factors identified above.

Foreclosed real estate is measured at fair value less cost to sell. Fair value was determined based on various offers and/or appraisals. Cost to sell the foreclosed real estate was based on standard market factors.

 

          Fair Value Measurements at March 31, 2008 Using,
     March 31,
2008
   Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
   Significant Other
Observable Inputs
(Level 2)
   Significant
Unobservable
Inputs

(Level 3)

Securities available for sale

   $ 1,083,431    $ 1,053,431    $ 30,000    $ —  

Loans held for sale

     3,095,846      —        3,095,846      —  

Impaired loans

     5,428,687      —        5,428,687      —  

Foresclosed real estate

     785,000      —        785,000      —  

 

8


ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Because AmericasBank Corp. has no material operations and conducts no business on its own other than owning its subsidiary, AmericasBank, this discussion primarily concerns the business of AmericasBank. However, for ease of reading and because our financial statements are presented on a consolidated basis, unless the context requires otherwise, references to “we” or “our” refers to both AmericasBank Corp. and AmericasBank.

General

AmericasBank Corp. was incorporated as a Maryland corporation on June 4, 1996, to become a one-bank holding company by acquiring all of the capital stock of AmericasBank, a federal stock savings bank, upon its formation. AmericasBank commenced operations on December 1, 1997. On March 20, 1999, AmericasBank converted from a federal stock savings bank to a Maryland chartered trust company exercising the powers of a commercial bank. The Company has no significant assets, other than all of the outstanding shares of AmericasBank, and no significant liabilities. AmericasBank Corp. neither owns nor leases any property, but instead uses the premises and equipment of AmericasBank.

AmericasBank is a community-oriented financial institution dedicated to serving the financial service needs of consumers and businesses within its market areas. AmericasBank is subject to extensive regulation, examination and supervision by the Maryland Commissioner of Financial Regulation and by the Board of Governors of the Federal Reserve System, its primary federal regulator. AmericasBank is a member of the Federal Home Loan Bank of Atlanta.

Summary of Recent Performance

We reported a net loss of $543,592, or $(0.20) per basic and diluted common share, for the three months ended March 31, 2008, compared to net income of $119,361, or $0.04 per basic and diluted common share, for the three months ended March 31, 2007.

During the three months ended March 31, 2008, we reported 43.9% growth in average interest earning assets compared to the three months ended March 31, 2007. This resulted in only an $86,011 or 7.7% growth in net interest income between the comparative quarters. The growth in net interest income was negatively impacted by dramatic and swift interest rate reductions implemented by the Federal Reserve in response to the turmoil in the real estate market. The target rate on federal funds rate was reduced to 2.25% at March 31, 2008, from 4.25% at December 31, 2007, and 5.25% at March 31, 2007. Also negatively impacting net interest income was the increase in our level of non-performing assets (comprised of non accruing loans, loans past due 90 days or more and still accruing interest, and foreclosed real estate) to $6,213,687 at March 31, 2008, from $2,499,287 at December 31, 2007, and $916,663 at March 31, 2007. These factors resulted in a decline in our net interest margin to 3.19% for the three months ended March 31, 2008, from 4.31% for the three months ended March 31, 2007.

The provision for loan and lease losses was $445,965 for the three months ended March 31, 2008, compared to $158,000 for the three months ended March 31, 2007. The provision for the three months ended March 31, 2008, was attributable to our risk assessment of the loan portfolio, an increase in non accruing loans to $5,428,687 at March 31, 2008, from $1,717,337 at December 31, 2007, and an increase in total loans and leases to $137,109,941 at March 31, 2008 from $128,725,602 at December 31, 2007.

Mortgage loans originated for sale in the secondary market were above our levels from a year ago for the three months ended March 31, 2008. Mortgage banking gains and fees were $120,406 for the three months ended March 31, 2008, compared to $66,870 for the three months ended March 31, 2007.

Noninterest expenses increased $514,497, or 54.8%, to $1,452,510 for the three months ended March 31, 2008, from $938,013 for the three months ended March 31, 2007. We experienced an increase in all major expense categories in the first quarter of 2008 compared to 2007, which is mostly attributable to the costs associated with our growth and expansion activities in the Towson and Annapolis markets.

Total assets increased by $15,764,555, or 10.8%, to $161,886,248 at March 31, 2008, from $146,121,693 at December 31, 2007.

 

9


Loans and leases, net of the allowance for loan and lease losses, increased by $8,068,191, or 6.4%, to $133,806,780 at March 31, 2008, from $125,738,589 at December 31, 2007. The increase was attributable to new loan originations and additional funding on existing lines of credit.

Total deposits at March 31, 2008, were $137,099,987, an increase of 4.2% from $131,588,004 at December 31, 2007. The increase in deposits is primarily the result of growth in certificates of deposit. Noninterest bearing deposits were $9,419,199 at March 31, 2008, compared to $9,076,325 at December 31, 2007.

We borrowed $10,500,000 on our line of credit with the Federal Home Loan Bank of Atlanta in the first quarter of 2008 for terms ranging from eighteen to thirty six months. These funds were used to replace higher rate certificates of deposit that were maturing during the period.

Results of Operations

Net Interest Income

Net interest income is the difference between interest revenue on assets and the cost of funds supporting those assets. Earning assets are comprised primarily of loans, investments and federal funds sold; interest-bearing deposits and short-term and long-term borrowings make up the cost of funds. Noninterest bearing deposits and capital are also funding sources. Changes in the volume and mix of earning assets and funding sources along with changes in associated interest rates determine changes in net interest income.

Net interest income for the three months ended March 31, 2008, increased 7.7%, to $1,209,497 from $1,123,486 for the three months ended March 31, 2007.

Total interest revenue increased for the three months ended March 31, 2008, to $2,737,904, from $2,167,557 for the three months ended March 31, 2007. The increases are primarily attributable to increases in interest revenue from loans and leases. Interest revenue from loans and leases increased for the three months ended March 31, 2008, by $588,012, or 29.8%. This increase was partially offset by a decrease in interest revenue from federal funds sold and the Federal Home Loan Bank deposit of $44,695, or 28.4% for the three months ended March 31, 2008, as we deployed excess liquidity into loans.

The increase in the average balances of our earning assets was the primary factor contributing to the increase in interest revenue between the comparable periods. Average loans increased by $42,285,715, or 46.3% for the three months ended March 31, 2008, to $133,711,756 from $91,426,041 for the three months ended March 31, 2007. The yield on loans decreased to 7.69% for the three months ended March 31, 2008, from 8.76% for the three months ended March 31, 2007.

Average federal funds sold and the Federal Home Loan Bank deposit increased by $1,866,290, or 15.5% for the three months ended March 31, 2008, to $13,896,555 from $12,030,265 for the three months ended March 31, 2007. The yield on these funds decreased to 3.25% for the three months ended March 31, 2008, from 5.30% for the three months ended March 31, 2007.

Interest expense increased by $484,336, or 46.4% for the three months ended March 31, 2008, to $1,528,407 from $1,044,071 for the three months ended March 31, 2007. The increase in interest expense was due to the growth in average balances of our premium rate certificates of deposit and short-term and long-term borrowings.

Average interest bearing deposits increased by $43,553,827, or 51.6% for the three months ended March 31, 2008, to $127,947,598 from $84,393,771 for the three months ended March 31, 2007. The rate on interest-bearing deposits decreased to 4.69% for the three months ended March 31, 2008, from 5.02% for the three months ended March 31, 2007. The majority of the increase in average interest-bearing deposits was attributable to growth in certificates of deposit resulting from our marketing efforts and the use of an Internet-based service and retail broker channels to offer certificates of deposit.

Average noninterest-bearing deposits increased by $519,612, or 7.3% for the three months ended March 31, 2008, to $7,598,333 from $7,078,721 for the three months ended March 31, 2007. Noninterest-bearing deposits are mainly comprised of deposits from our business customers and title companies. The deposits from our title company customers represent approximately 58% of our noninterest-bearing deposits at March 31, 2008, and are subject to the variability of the real estate market.

 

10


Short-term borrowings consist of advances on our secured line of credit from the Federal Home Loan Bank of Atlanta and securities sold under an agreement to repurchase. The average borrowings for the three months ended March 31, 2008, was $520,775. The interest rate paid was 3.39% for the three month period ended March 31, 2008. There were no short-term borrowings during the first quarter of 2007.

In February 2008, we borrowed $10,500,000 from the Federal Home Loan Bank of Atlanta for terms ranging from eighteen months to thirty six-months. These long-term borrowings averaged $3,807,692 for the three months ended March 31, 2008, at a rate of 2.78% for the period. There were no long-term borrowings during the first quarter of 2007.

The net margin on earning assets decreased to 3.19% for the three months ended March 31, 2008, from 4.31% for the three months ended March 31, 2007. The combination of the decrease in market interest rates and our increased level of non-performing assets caused the decrease in the net margin on earning assets.

The following table illustrates average balances of total interest earning assets and total interest bearing liabilities for the periods indicated, showing the average distribution of assets, liabilities, stockholders’ equity and related revenue, expense and corresponding weighted average yields and rates. The average balances used in these tables and other statistical data were calculated using average daily balances.

 

11


Average Balances, Interest, and Yields/Rates

 

     Three Months Ended March 31,
2008
    Three Months Ended March 31,
2007
 
     Average
balance
    Interest    Yield/
Rate
    Average
balance
    Interest    Yield/
Rate
 

Assets:

              

Federal Funds Sold and FHLB deposit

   $ 13,896,555     $ 112,437    3.25 %   $ 12,030,265     $ 157,132    5.30 %

FHLB and FRB stock

     803,923       12,809    6.39 %     610,343       9,485    6.30 %

Investment Securities

     1,006,087       9,826    3.92 %     30,000       246    3.33 %

Loans held for sale

     2,868,071       39,192    5.48 %     1,729,301       25,066    5.88 %

Loans:

              

Residential real estate

     27,938,299       558,373    8.02 %     30,839,764       656,936    8.64 %

Construction and land development

     68,051,195       1,297,405    7.65 %     31,972,957       715,068    9.07 %

Commercial, including real estate

     23,895,827       477,830    8.02 %     16,591,747       351,414    8.59 %

Commercial finance leases

     404,166       7,892    7.83 %     760,300       13,839    7.38 %

Home equity

     13,316,760       219,969    6.63 %     11,018,967       233,846    8.61 %

Installment

     105,509       2,171    8.25 %     242,306       4,525    7.57 %
                                  

Total loans

     133,711,756       2,563,640    7.69 %     91,426,041       1,975,628    8.76 %
                                  

Total interest earning assets

     152,286,392       2,737,904    7.21 %     105,825,950       2,167,557    8.31 %
                      

Allowance for loan and lease losses

     (2,872,822 )          (1,102,843 )     

Noninterest-bearing cash

     1,591,046            1,677,968       

Premises and equipment

     1,412,941            1,143,184       

Other assets

     1,549,218            857,322       
                          

Total assets

     153,966,775            108,401,581       
                          

Liabilities and Stockholders’ Equity

              

Interest-bearing Deposits

              

Savings

     4,397,931       19,326    1.76 %     4,687,177       37,885    3.28 %

NOW money market and escrow

     18,126,857       146,590    3.24 %     17,152,766       221,929    5.25 %

Certificates of deposit

     105,422,810       1,331,704    5.07 %     62,553,828       784,257    5.08 %
                                  

Total interest-bearing deposits

     127,947,598       1,497,620    4.69 %     84,393,771       1,044,071    5.02 %

Noninterest-bearing deposits

     7,598,333       —          7,078,721       —     
                                  
     135,545,931       1,497,620    4.43 %     91,472,492       1,044,071    4.63 %
                  

Short-term borrowings

     520,775       4,405    3.39 %       

Long-term borrowings

     3,807,692       26,382    2.78 %       
                        
     139,874,398       1,528,407    4.38 %       

Other liabilities

     782,543            563,778       

Stockholders’ equity

     13,309,834            16,365,311       
                          

Total Liabilities and Stockholders’ Equity

   $ 153,966,775          $ 108,401,581       
                          
     —              —         

Net interest spread

        2.83 %        3.68 %

Net interest income

     $ 1,209,497        $ 1,123,486   
                      

Net margin on earning assets

        3.19 %        4.31 %

 

12


Provision for Loan and Lease Losses and Analysis of Allowance for Loan and Lease Losses

Lending involves a risk that our loans and leases may not be repaid in full and a credit loss will result. Credit losses occur in varying amounts according to, among other factors, the type of loans being made, the credit-worthiness of the borrowers over the term of the loans, the quality of the collateral for the loan, if any, as well as general economic conditions. We maintain a reserve account for credit losses called the allowance for loan and lease losses, and charge all probable credit losses against this account in accordance with regulatory guidance, industry standards, and generally accepted accounting principles. We charge a provision for loan and lease losses to earnings to maintain our allowance for loan and lease losses at a level that we consider to represent our best estimate of the losses known and inherent in the portfolio that are both probable and reasonable to estimate, based on, among other factors, prior loss experience, volume and type of lending conducted, industry standards, economic conditions (particularly as such conditions relate to AmericasBank’s market area), regulatory guidance, the financial condition of the borrower, historical payment performance and the collateral securing the loans and leases. Recoveries on loans previously charged off are added back to the allowance.

The provision for loan and lease losses was $445,965 for the three months ended March 31, 2008, compared to $158,000 for the three months ended March 31, 2007. The provision reflects our risk assessment of the portfolio and the growth in loan and lease balances outstanding. We had net loans charged off of $85,608 for the three months ended March 31, 2008, compared to no loans charged off or recoveries for the first three months of 2007.

We have a methodology for evaluating the adequacy of the allowance for loan and lease losses that distinguishes between credits evaluated as a group by either loan or risk rating category and those evaluated individually. We have predetermined allowance percentages based on credit types and for each risk rating category. All loans and leases are assigned a risk rating when they are made. This risk rating is reassessed by management periodically using the various evaluation factors mentioned above. Loans and leases that exhibit an acceptable level of risk per our internal risk grading system are grouped by category and assigned a standard reserve percentage when assessing the adequacy of the allowance for loan and lease losses. Loans and leases that are adversely risk-rated, or exhibit characteristics that suggest we have a heightened risk of default, are evaluated separately from non-adversely risk rated credits. Each adversely risk rated credit is assigned a standard reserve based on its risk rating or a special reserve based on an assessment of the specific risk factors related to that credit, which may be greater or lesser than the standard reserve for that risk rating.

The predetermined percentages that we use are based on management’s judgment as to appropriate reserve percentages for various categories of loans, and we adjust those values based on the following: historical losses in each category, historical and current delinquency in each category, underwriting standards in each category, comparison of our losses and delinquencies to peer group performance and an assessment of the likely impact of economic and other external conditions on the performance of each category.

A test of the adequacy of the allowance for loan and lease losses is performed and reported to the Board of Directors on a quarterly basis by our senior lending officer. Our senior lending officer will recommend an increase or decrease in the provision and the board will approve or disapprove the recommendation based on a discussion of the risk factors. We believe that we use the most reliable information available to us to make a determination with respect to the allowance for loan and lease losses, recognizing that the determination is inherently subjective and that future adjustments may be necessary depending upon, among other factors, a change in economic conditions of specific borrowers or generally in the economy, and new information that becomes available to us. However, there are no assurances that the allowance for loan and lease losses will be sufficient to absorb losses on nonperforming assets, or that the allowance will be sufficient to cover losses on nonperforming assets in the future.

The allowance for loan and lease losses was $3,115,295 or 2.27% of total loans and leases at March 31, 2008, compared to $2,754,938 or 2.14% of loans at December 31, 2007. The increase in the allowance as a percentage of total loans is due to the special reserves and a change in the risk assessment and composition of our loans. AmericasBank has no exposure to foreign countries or foreign borrowers. Management believes that the current allowance for loan and lease losses is adequate

 

13


The changes in the allowance for loan and lease losses are presented in the following table:

 

     Three Months Ended
March 31,
    Year Ended
December 31,
 
     2008     2007     2007  

Balance, beginning of year

   $ 2,754,938     $ 1,025,821     $ 1,025,821  

Provision charged to operations

     445,965       158,000       3,230,271  

Recoveries

     —         —         18,925  
                        
     3,200,903       1,183,821       4,275,017  

Loans charged off

     85,608       —         1,520,079  
                        

Balance, end of period

   $ 3,115,295     $ 1,183,821     $ 2,754,938  
                        

Allowance for loan and lease losses to total loans

     2.27 %     1.21 %     2.14 %
                        

Loans past due 90 days or more and still accruing interest

   $ —       $ 292,536     $ 341,950  
                        

Noninterest Revenue

Noninterest revenue consisted primarily of mortgage banking gains and fees from the sale of mortgage loans, and service charges on deposit accounts, which includes debit card fees and ATM fees. Noninterest revenues increased $53,498 for the three months ended March 31, 2008, to $145,386, from $91,888 for the three months ended March 31, 2007. Revenue from mortgage banking gains and fees increased, reflecting an increase in secondary market activity from our loan originators compared to a year earlier. Mortgage banking gains and fees increased by $53,536, or 80.1% to $120,406 for the three months ended March 31, 2008, from $66,870 for the three months ended March 31, 2007.

Service charges on deposit accounts and other fees decreased to $24,980 for the three months ended March 31, 2008, from $25,018 for the three months ended March 31, 2007. The decrease was primarily from fees on business accounts.

Noninterest Expenses

Noninterest expenses increased $514,497, or 54.8% for the three months ended March 31, 2008, to $1,452,510 from $938,013 for the three months ended March 31, 2007. Most of the increase in noninterest expense is in salaries and rent associated with our expansion strategy. We also experienced increases in other expense for problem loans and foreclosed real estate.

Salaries increased 63.5% for the three months ended March 31, 2008, to $689,008 from $421,501 for the three and months ended March 31, 2007. The increase in salaries is mostly attributed to expansion efforts. We had fifty full-time equivalent employees at March 31, 2008, compared to thirty-nine full-time equivalent employees at March 31, 2007. For our Towson banking center, we added a banking center president, a commercial relationship manager, and a business and community development officer. In Annapolis, Maryland, we added a banking center president, a senior mortgage loan officer, a senior mortgage loan administrator, a banking center manager, and two customer service representatives. We also added a commercial mortgage lending officer and administrative staff in Towson to support loan growth. In all, we have added approximately $800,000 in annual salaries related to our expansion. The expense associated with these new hires mostly began in the second and third quarters of 2007, accounting for the 63.5% increase in salaries noted above. The increase in salaries in the first three months of 2008 was also attributable to a reduction in the amount of salary expense deferred as a direct cost of loan origination.

Employee benefits increased 37.3% for the three months ended March 31, 2008, to $193,961 from $141,276 for the three months ended March 31, 2007. The increase in employee benefits was related to increases in payroll taxes and 401(k) benefits. Our service payments to Administaff, a professional employer organization, also increased due to the increase in the number of employees.

 

14


Occupancy expense increased 44.2% for the three months ended March 31, 2008, to $98,006, from $67,970 for the three months ended March 31, 2007. The increase in the three month period is primarily from additional rent and depreciation of leasehold improvements from the opening of the Annapolis banking center.

Furniture and equipment expense increased 22.2% for the three months ended March 31, 2008, to $45,480, from $37,230 for the three months ended March 31, 2007. The increase was mostly in depreciation expense arising from an increase in furniture and equipment purchased to support our expansion.

Other expenses increased $156,019 or 57.8%, for the three months ended March 31, 2008, to $426,055, from $270,036 for the three months ended March 31, 2007. The increase in other expenses is related to increases in our expansion into Annapolis, an increase in deposit premiums to the FDIC, professional fees, and loan collection expenses. The increase in loan collection expenses was $62,142 in the first quarter of 2008.

Analysis of Financial Condition

Investment Securities

AmericasBank’s investment portfolio consists of U.S. government and agency securities and certain equity securities. The portfolio provides a source of liquidity and a means of diversifying AmericasBank’s earning assets. While we generally intend to hold the investment portfolio assets until maturity, we classify the entire portfolio as available for sale. We account for securities so classified at fair value and report the unrealized gain and loss as accumulated other comprehensive income under stockholders’ equity on our consolidated balance sheets. AmericasBank invests in securities for the yield they produce and not to profit from trading the securities. There are no trading securities in the portfolio. We did not have tax exempt obligations for any of the periods shown.

Securities available for sale increased to $1,083,431 at March 31, 2008 from $921,783 at December 31, 2007. These securities consist of a U.S. Treasury security at an estimated fair value of $151,031and U.S. government agency notes with an estimated fair value of $902,400. The treasury security and agency notes have a maturity of eighteen months or less and were pledged as collateral for sales of securities under a repurchase agreement. The investment portfolio at March 31, 2008 and December 31, 2007 also included a single equity security carried at $30,000.

Loan Portfolio

Loans and leases, net of allowance, unearned fees and origination costs increased $8,068,191 or 6.4% to $133,806,780 at March 31, 2008, from $125,738,589 at December 31, 2007. Residential real estate loans increased by $3,070,206, or 11.7%, construction and land development loans increased by $2,051,299, or 3.1%, commercial loans including commercial real estate loans increased by $2,161,132, or 9.4%, commercial finance leases decreased by $51,283, or 11.9%, home equity loans increased by $1,180,332, or 9.2%, and installment loans decreased by $27,347, or 22.8% from their respective balances at December 31, 2007. Loans secured by real estate comprise the majority of the loan portfolio. AmericasBank’s loan customers are generally located in the greater Baltimore metropolitan area.

 

15


The following table summarizes the composition of the loan portfolio by dollar amount and percentages:

 

     Loan Portfolio  
     March 31,
2008
    %     December 31,
2007
    %  

Residential real estate (1)

   $ 29,289,127     21.36 %   $ 26,218,921     20.37 %

Construction, land development and land ADC (1)

     68,040,679     49.62 %     65,989,380     51.27 %

Commercial, including real estate (1)

     25,246,222     18.41 %     23,085,090     17.93 %

Commercial finance leases

     378,204     0.28 %     429,487     0.33 %

Home equity

     14,063,066     10.26 %     12,882,734     10.01 %

Installment

     92,643     0.07 %     119,990     0.09 %
                            
     137,109,941     100.00 %     128,725,602     100.00 %
                

Deferred loan origination fees, net of cost

     (187,866 )       (232,075 )  

Allowance for loan and lease losses

     (3,115,295 )       (2,754,938 )  
                    
   $ 133,806,780       $ 125,738,589    
                    

 

(1) Our loan portfolio includes owner occupied residential mortgages and one-to-four family and multi-family mortgages to investors. At March 31, 2008, $16,369,980 of residential real estate loans, $49,498,697 of construction and land development loans, and $10,406,333 of commercial loans, including real estate loans, were to investors. At December 31, 2007, $15,704,677 of residential real estate loans, $45,804,807 of construction and land development loans, and $8,656,819 of commercial loans, including real estate loans, were to investors.

We perform monthly reviews of all delinquent loans and leases and relationship officers are charged with working with customers to resolve potential credit issues and payment delinquency in a timely manner. We generally classify loans and leases as nonaccrual when collection of full principal and interest under the original terms of the credit is not expected or payment of principal or interest has become 90 days past due. Classifying a credit as nonaccrual results in us no longer accruing interest on such loan or lease and reversing any interest previously accrued but not collected. We will generally restore a nonaccrual loan or lease to accrual status when delinquent principal and interest payments are brought current and we expect to collect future monthly principal and interest payments in a timely manner and in accordance with the original repayment schedule. Generally, we credit all interest payments received on nonaccruing credits to the principal balance of the loan or lease to reduce our credit exposure. If we have collateral that mitigates our credit exposure, we may recognize interest as income when received.

Information about nonaccrual loans is as follows:

 

     March 31,    December 31,
     2008    2007    2007

Nonaccrual loans

   $ 5,428,687    $ 624,127    $ 1,717,337

Unrecorded interest on nonaccrual loans

     186,510      121,896      63,886

Specific reserve for nonaccrual loans included in the allowance for loan and lease losses

     466,832      198,106      398,364

The $3,711,350 increase in nonaccrual loans in the first quarter of 2008 was comprised of four loans, bringing our total nonaccrual loans to eleven at March 31, 2008, from seven at December 31, 2007. At March 31, 2008, nonaccrual loans consisted of $1,468,136 (two loans) in residential real estate loans, and $3,960,551 (nine loans) in construction and land development (ADC) loans.

 

16


We are diligently working with our borrowers to sell properties collateralizing non-performing loans, initiating foreclosure proceedings where appropriate, and recording necessary charge-offs to reflect the present value of in-substance and foreclosed real estate. We continue to be concerned about the weakness in the real estate market and while we believe that our reserves are adequate for our non-performing loans, further deterioration in the real estate values could lead to the need for additional reserves.

We apply the provisions of Statement of Financial Accounting Standards No. 114 (“SFAS No. 114”), Accounting by Creditors for Impairment of a Loan, as amended by Statement of Financial Accounting Standards No. 118 (“SFAS No. 118”), Accounting by Creditors for Impairment of a Loan-Income Recognition and Disclosure. SFAS No. 114 and SFAS No. 118 require that impaired loans, which consist of all modified loans and other loans for which collection of all contractual principal and interest is not probable, be measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate, or at the loan’s observable market price or the fair value of the collateral if the loan is collateral dependent. If the measure of the impaired loan is less than the recorded investment in the loan, an impairment is recognized through a valuation allowance and corresponding provision for loan and lease losses. We write off impaired loans when collection of the loan is doubtful. We generally classify nonaccrual loans and leases as impaired. As of March 31, 2008, and December 31, 2007, no credit had been identified as impaired other than the nonaccrual loans and leases described above.

We classify any property acquired as a result of foreclosure on a mortgage loan as foreclosed real estate and record it at the lower of the unpaid principal balance or fair value at the date of acquisition and subsequently carry the property at the lower of cost or net realizable value. We charge any required write-down of the loan to its net realizable value against the allowance for loan and lease losses at the time of foreclosure. We charge to expense any subsequent adjustments to net realizable value. Upon foreclosure, we generally require an appraisal of the property and, thereafter, appraisals of the property on at least an annual basis and external inspections on at least a quarterly basis. As of March 31, 2008, we had $785,000 in foreclosed real estate, and as of December 31, 2007, we had $440,000 in foreclosed real estate. We had three foreclosed properties at March 31, 2008 compared to one at December 31, 2007. The two new properties were residential rental properties located in the City of Baltimore.

Deposits

We seek deposits within our market areas by paying competitive interest rates and offering high quality customer service. We have had success in increasing deposits in our banking centers. Deposits in our Annapolis banking center were approximately $11 million at March 31, 2008. The banking center opened in the third quarter of 2007. Deposits at our Towson banking center have also increased and were approximately $62 million at March 31, 2008.

Total deposits increased by $5,511,983, or 4.2% to $137,099,987 at March 31, 2008, from $131,588,004 at December 31, 2007. Interest-bearing deposits increased $5,169,109, or 4.2% to $127,680,788 at March 31, 2008, from $122,511,679 at December 31, 2007. Noninterest bearing deposits increased $342,874, or 3.8% to $9,419,199 at March 31, 2008, from $9,076,325 at December 31, 2007.

A majority of the increase in our interest bearing deposits at March 31, 2008, was due to growth in certificates of deposit in our banking centers. The increase in noninterest bearing deposits was primarily from an increase in activity in our accounts held by title companies.

Short-term borrowings

Short-term borrowings consist of advances on our secured line of credit from the Federal Home Loan Bank of Atlanta and securities sold under an agreement to repurchase. The short-term borrowings of $446,000 at March 31, 2008, and $217,031 at December 31, 2007 were securities sold under an agreement to repurchase.

Long-term borrowings

Long-term borrowings consist of advances on our secured line of credit from the Federal Home Loan Bank of Atlanta. In the first quarter of 2008 we borrowed $10, 500,000 on terms ranging from eighteen months to thirty-six months at weighted average interest rate of 2.79%.

 

17


Liquidity

Our overall asset/liability strategy takes into account our need to maintain adequate liquidity to fund asset growth and deposit runoff. We monitor our federal funds sold position on a daily basis in that this is our primary source of liquidity. From time to time we may sell or participate out loans to create additional liquidity as required. Additional liquidity is also available from our loans held for sale, which amounted to $3,095,846 at March 31, 2008.

The Federal Home Loan Bank of Atlanta initiated a credit review of AmericasBank and in January 2007, we were informed that credit availability was re-established for AmericasBank at 10% of total assets. On October 25, 2007, we were notified that our credit availability was increased to 20% of total assets. All advances and other credit products requested under the credit availability must be fully secured with eligible collateral. We also have a $1.0 million secured line of credit from a correspondent financial institution secured by eligible investment securities. There was $10,500,000 in outstanding borrowings under the line of credit from the Federal Home Loan Bank of Atlanta at March 31, 2008. There were no outstanding balances on these lines at December 31, 2007.

Our immediate sources of liquidity are cash and due from banks and short term investments. As of March 31, 2008, we had $2,004,724 in cash and due from banks, and $17,334,497 in federal funds sold and Federal Home Loan Bank deposit. We maintain most of our liquidity in federal funds in order to ensure that funds are readily available to fund the growth of the loan portfolio. Deposits from title companies represent a deposit that is subject to more volatility, thereby increasing our need to have funds available. We also need to maintain adequate liquidity for maturing premium rate certificates of deposit offered through the Internet and retail broker channels.

We have sufficient liquidity to meet our loan commitments as well as fluctuations in deposits. We are not aware of any demands, trends, commitments, or events that would result in our inability to meet anticipated or unexpected liquidity needs.

Capital

Our stockholders’ equity was $13,099,489 at March 31, 2008, a decrease of $523,349 from the $13,622,838 reported at December 31, 2007.

Under the regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve”), regulatory capital guidelines apply on a consolidated basis to bank holding companies with consolidated assets below $500 million or more only where the holding company (i) is engaged in significant nonbanking activities, (ii) conducts significant off-balance sheet activities, or (iii) has a material amount of debt or equity securities outstanding that are registered with the Securities and Exchange Commission. The Federal Reserve also may apply consolidated regulatory capital requirements at its discretion to any bank holding company, regardless of asset size, if it deems such action warranted for supervisory purposes. The Company has less than $500 million of assets and none of the above listed factors exist, and the Company has not otherwise been notified by the Federal Reserve that consolidated regulatory capital requirements apply to the Company.

The Bank, however, is subject to regulatory capital requirements. The following summarizes the Bank’s regulatory capital position at March 31, 2008.

 

AmericasBank    Actual     Minimum
capital adequacy
    To be well
capitalized
 
($ in thousands)       
March 31, 2008    Amount    Ratio     Amount   

Ratio

    Amount    Ratio  

Total capital (to risk-weighted assets)

   $ 13,939    10.14 %   $ 10,993    8.00 %   $ 13,741    10.00 %

Tier 1 capital (to risk-weighted assets)

   $ 12,204    8.88 %   $ 5,496    4.00 %   $ 8,244    6.00 %

Tier 1 capital (to average assets)

   $ 12,204    7.91 %   $ 6,168    4.00 %   $ 7,710    5.00 %

Application of Critical Accounting Policies

General

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States of America and follow general practices within the industry in which we operate. Application of these principles

 

18


requires management to make estimates, assumptions, and judgments that affect the amounts reported in the financial statements and accompanying notes. These estimates, assumptions, and judgments are based on information available as of the date of the financial statements; accordingly, as this information changes, the financial statements could reflect different estimates, assumptions, and judgments. Certain policies inherently have a greater reliance on the use of estimates, assumptions, and judgments and as such have a greater possibility of producing results that could be materially different than originally reported. Estimates, assumptions, and judgments are necessary when assets and liabilities are required to be recorded at fair value, when a decline in the value of an asset not carried on the financial statements at fair value warrants an impairment write-down or valuation reserve to be established, or when an asset or liability needs to be recorded contingent upon a future event. Carrying assets and liabilities at fair value inherently results in more financial statement volatility. The fair values and the information used to record valuation adjustments for certain assets and liabilities are based either on quoted market prices or are provided by other third-party sources, when available.

The most significant accounting policies followed by AmericasBank are presented in Note 1 to the consolidated financial statements. These policies, along with the disclosures presented in the other financial statement notes and in this financial review, provide information on how significant assets and liabilities are valued in the financial statements and how those values are determined. Based on the valuation techniques used and the sensitivity of financial statement amounts to the methods, assumptions, and estimates underlying those amounts, management has identified the determination of the allowance for loan and lease losses as the accounting area that requires the most subjective or complex judgments, and as such could be most subject to revision as new information becomes available.

Allowance for Loan and Lease Losses

The allowance for loan and lease losses represents management’s best estimate of losses known and inherent in the loan and lease portfolio that are both probable and reasonable to estimate, based on, among other factors, prior loss experience, volume and type of lending conducted, industry standards, economic conditions (particularly as such conditions relate to AmericasBank’s market area), regulatory guidance, the financial condition of the borrower, historical payment performance and the collateral securing the loans and leases. Determining the amount of the allowance for loan and lease losses is considered a critical accounting estimate because it requires significant estimates, assumptions and judgment. The loan and lease portfolio also represents the largest asset type on the balance sheet.

We have developed a methodology for evaluating the adequacy of the allowance for loan and lease losses that distinguishes between credits evaluated as a group by either loan or risk rating category and those evaluated individually. We have predetermined allowance percentages based on credit types and for each risk rating category. All loans and leases are assigned a risk rating when they are made. This risk rating is reassessed by management periodically using the various evaluation factors mentioned above. Loans and leases that exhibit an acceptable level of risk per our internal risk grading system are grouped by category and assigned a standard reserve percentage when assessing the adequacy of the allowance for loan and lease losses. Loans and leases that are adversely risk-rated, or exhibit characteristics that suggest we have a heightened risk of collection, are evaluated separately from non-adversely risk rated credits. Each adversely risk rated credit is assigned a standard reserve based on its risk rating or a special reserve based on an assessment of the specific risk factors related to that credit, which may be greater or lesser than the standard reserve for that risk rating.

Management has discretion in making the judgments inherent in the methodology used in the determination of the provision and allowance for loan and lease losses, including in connection with the valuation of collateral and the financial condition of the borrower, and in establishing allowance percentages and risk ratings. The establishment of allowance factors is a continuing exercise and allowance factors may change over time, resulting in an increase or decrease in the amount of the provision or allowance based upon the same volume and classification of loans.

Changes in allowance factors or in management’s interpretation of those factors will have a direct impact on the amount of the provision, and a corresponding effect on income and assets. Also, errors in management’s perception and assessment of the allowance factors could result in the allowance not being adequate to cover losses in the portfolio, and may result in additional provisions or charge-offs, which would adversely affect income and capital. For additional information regarding the allowance for loan and lease losses, see the “Provision for Loan and Lease Losses and Analysis of Allowance for Loan and Lease Losses” section of this financial review.

Fair Value Accounting for Stock Options

The Financial Accounting Standards Board encourages use of a fair value based method of accounting for stock options. In prior periods, AmericasBank Corp. had elected to use the intrinsic value method to account for stock-based

 

19


employee compensation plans in accordance with Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees . Under this method, compensation cost was recognized for awards of shares of common stock to employees only if the quoted market price of the stock at any measurement date is greater than the amount the employee must pay to acquire the stock. As permitted, AmericasBank Corp. elected to adopt the disclosure-only provisions of SFAS No. 123, Accounting for Stock-Based Compensation .

Effective January 1, 2005, AmericasBank Corp. began recognizing expense for stock-based compensation using the fair value based method of accounting described in Statement of Financial Accounting Standards (“SFAS”) No. 123, Accounting for Stock-Based Compensation , as amended.

The value of the options is estimated using the Black-Scholes option pricing model with the option life estimated at 5-9 years. There were no modifications made to outstanding share options prior to the adoption of the fair value method. The compensation expense not yet recognized as of March 31, 2008, was approximately $142,000.

Net Deferred Tax Asset

At March 31, 2008, we had a potential net deferred tax asset of approximately $3.4 million. The net deferred tax asset arose primarily as a result of cumulative net operating losses. We have recorded a 100% valuation allowance against the net deferred tax asset since it has been more likely than not that the deferred tax asset will not be realized. At December 31, 2007, we had net operating loss carryovers of approximately $6.8 million available to offset future taxable income. The carryovers will begin to expire in 2017.

Goodwill

Goodwill represents the cost in excess of the fair value of net assets acquired (including identifiable intangibles) in transactions accounted for as purchases. SFAS No. 142, Goodwill and Other Intangible Assets, requires that goodwill no longer be amortized over an estimated useful life, but rather be tested at least annually for impairment. Impairment is the condition that exists when the carrying amount of goodwill exceeds its implied fair value. The implied fair value of goodwill is the amount determined by deducting the estimated fair value of all tangible and identifiable intangible net assets of the reporting unit to which goodwill has been allocated from the estimated fair value of the reporting unit. If the recorded value of goodwill exceeds its implied value, an impairment charge is recorded for the excess. Goodwill is tested at least annually for impairment.

Off-Balance Sheet Arrangements

AmericasBank is a party to financial instruments with off-balance sheet risk in the normal course of business. These financial instruments primarily include loan commitments, lines of credit, including home-equity lines and commercial lines, and letters of credit. AmericasBank uses these financial instruments to meet the financing needs of its customers. These financial instruments involve, to varying degrees, elements of credit, interest rate, and liquidity risk. These do not represent unusual risks and management does not anticipate any accounting losses which would have a material effect on AmericasBank Corp.

Outstanding loan commitments and lines and letters of credit at March 31, 2008, and December 31, 2007, are as follows:

 

     March 31,
2008
   December 31,
2007

Unused lines of credit

     

Residential real estate

   $ 9,486,784    $ 6,614,531

Commercial, including real estate

     3,259,212      1,235,386

Home-equity lines

     7,345,188      7,127,166
             
   $ 20,091,184    $ 14,977,083
             

Construction and land development loan commitments

   $ 22,091,715    $ 28,427,669
             

Letters of Credit

   $ 577,490    $ 46,620
             

Loan commitments and held for sale loan commitments are agreements to lend to a customer as long as there is no violation of any condition established in the contract. AmericasBank generally requires collateral to support financial instruments with credit risk on the same basis as it does for on-balance sheet instruments. The collateral is based on

 

20


management’s credit evaluation of the counter party. Loan commitments generally have interest rates at current market amounts, fixed expiration dates or other termination clauses and may require payment of a fee. Loans held for sale are usually sold to the investor within 30 days. Unused lines of credit represent the amount of credit available to the customer so long as there is no violation of any contractual condition. These lines generally have variable interest rates. Since many of the commitments are expected to expire without being drawn upon, and since it is unlikely that customers will draw upon their lines of credit in full at any time, the total commitment amount or line of credit amount does not necessarily represent future cash requirements. The Company is not aware of any loss it would incur by funding its commitments or lines of credit.

Letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. AmericasBank’s exposure to credit loss in the event of nonperformance by the customer is the contract amount of the commitment. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers.

In general, loan commitments, credit lines and letters of credit are made on the same terms, including with respect to collateral, as outstanding loans. Each customer’s credit-worthiness and the collateral required are evaluated on a case-by-case basis.

Information Regarding Forward-Looking Statements

In addition to the historical information contained in this Quarterly Report on Form 10-Q, the discussion in of this Quarterly Report on Form 10-Q contains certain forward-looking statements. The statements presented herein with respect to, among other things, AmericasBank Corp.’s plans, objectives, expectations and intentions, including statements regarding profitability, liquidity, allowance for loan and lease losses, interest rate sensitivity, market risk and financial and other goals are forward looking. These statements are based on AmericasBank Corp.’s beliefs, assumptions and on information available to AmericasBank Corp. as of the date of this filing, and involve risks and uncertainties. These risks and uncertainties include, among others, those discussed in this Quarterly Report on Form 10-Q; the risk that AmericasBank Corp. may continue to incur losses; possible loss of key personnel; the inability to successfully implement strategic initiatives; risk of changes in interest rates, deposit flows and loan demand; risks associated with AmericasBank’s lending limit; risk of an industry concentration with respect to deposits; risk of credit losses; risks associated with acting as a correspondent lender; risk associated with a slowdown in the housing market or high interest rates; the allowance for loan and lease losses may not be sufficient; operational and credit risks of the leasing companies to which AmericasBank has extended credit in connection with the lease portfolio; dependence on third party vendors; risk of possible future regulatory action as a result of past violations of the Real Estate Settlement Procedures Act; as well as changes in economic, competitive, governmental, regulatory, technological and other factors that may affect AmericasBank Corp. or AmericasBank specifically or the banking industry generally.

For a more complete discussion of some of these risks and uncertainties see the discussion under the caption “Factors Affecting Future Results” in AmericasBank Corp.’s Annual Report on Form 10-KSB.

AmericasBank Corp.’s actual results could differ materially from those discussed herein and you should not put undue reliance on any forward-looking statements. All forward-looking statements speak only as of the date of this filing, and AmericasBank Corp. undertakes no obligation to make any revisions to the forward-looking statements to reflect events or circumstances after the date of this filing or to reflect the occurrence of unanticipated events.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risks

This Item is not applicable as the Company is a smaller reporting company.

 

Item 4T. Controls and Procedures

As of the end of the period covered by this quarterly report on Form 10-Q, AmericasBank Corp.’s Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of AmericasBank Corp.’s disclosure controls and procedures. Based upon that evaluation, AmericasBank Corp.’s Chief Executive Officer and Chief Financial Officer concluded that AmericasBank Corp.’s disclosure controls and procedures are effective. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by AmericasBank Corp. in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

 

21


In addition, there were no changes in AmericasBank Corp.’s internal control over financial reporting (as defined in Rule 13a-15 or Rule 15d-15 under the Securities Act of 1934, as amended) during the quarter ended March 31, 2008, identified in connection with the evaluation required by paragraph (d) of Securities and Exchange Commission Rule 13a-15 that have materially affected, or are reasonably likely to materially affect, AmericasBank Corp.’s internal control over financial reporting.

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings.

None.

 

Item 1A. Risk Factors.

This item is not applicable as the Company is a small reporting company.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

  (a) Not applicable.

 

  (b) Not applicable.

 

  (c) None.

 

Item 3. Defaults Upon Senior Securities.

None.

 

Item 4. Submission of Matters to a Vote of Securities Holders.

None.

 

Item 5. Other Information.

None.

 

Item 6. Exhibits.

 

31.1   Certification of Acting Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1   Certification of Acting Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

22


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.

 

  AmericasBank Corp.
Date: May 15, 2008   By:  

/s/ A. Gary Rever

    A Gary Rever, Acting Chief Executive Officer and Chief Financial Officer
    (Principal Executive, Accounting and Financial Officer)

 

23

Americasbank (MM) (NASDAQ:AMAB)
過去 株価チャート
から 5 2024 まで 6 2024 Americasbank  (MM)のチャートをもっと見るにはこちらをクリック
Americasbank (MM) (NASDAQ:AMAB)
過去 株価チャート
から 6 2023 まで 6 2024 Americasbank  (MM)のチャートをもっと見るにはこちらをクリック