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. 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) (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 7, 2000: 3,129,674 shares of Common stock without par value Number of pages comprising this report. .. . . . 12 1 AMERICAN BANCORPORATION FORM 10-Q Quarterly Report March 31, 2000 TABLE OF CONTENTS Part I FINANCIAL INFORMATION Item 1 Financial Statements Condensed Consolidated Balance Sheets.................... 3 Condensed Consolidated Statements of Income.............. 4 Condensed Consolidated Statements 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..................... 7 Item 3 Quantitative and Qualitative Disclosures about Market Risk................................... 11 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................................................................ 12 2 AMERICAN BANCORPORATION FORM 10-Q Quarterly Report March 31, 2000 Part 1 Financial Information Item 1 Financial Statements CONDENSED CONSOLIDATED BALANCE SHEETS March 31, December 31, 2000 1999 1999 ------------- ------------- ------------- ASSETS Cash and due from banks ....................... $ 10,996,219 $ 15,208,281 $ 11,774,610 Federal funds sold ............................ 1,307,000 8,096,025 4,823,000 Investment securities available for sale ...... 291,469,167 300,929,464 298,153,127 Loans, net of unearned income ................. 396,189,345 307,900,341 371,223,074 Less: Allowance for loan losses ............. 3,198,353 3,028,522 3,079,796 ------------- ------------- ------------- 392,990,992 304,871,819 368,143,278 Due from broker ............................... -- 17,081,291 -- Premises and equipment - net .................. 10,026,301 9,700,257 10,214,208 Accrued interest receivable ................... 4,432,815 4,064,177 4,469,869 Excess of cost over net assets acquired ....... 1,286,208 1,564,013 1,355,659 Other assets .................................. 12,151,584 6,684,211 12,357,245 ------------- ------------- ------------- TOTAL ASSETS ............................. $ 724,660,286 $ 668,199,538 $ 711,290,996 ============= ============= ============= LIABILITIES Deposits Non-interest bearing ....................... $ 39,638,172 $ 36,682,582 $ 37,959,587 Interest bearing ........................... 418,779,322 393,648,852 411,317,906 ------------- ------------- ------------- TOTAL DEPOSITS ......................... 458,417,494 430,331,434 449,277,493 Borrowed funds ................................ 215,223,595 165,223,065 214,593,201 Due to broker ................................. -- 16,026,227 -- Accrued interest payable ...................... 2,653,915 2,375,242 2,511,496 Other liabilities ............................. 5,294,422 5,248,231 4,079,845 Company obligated mandatorily redeemable trust preferred securities of subsidiary trust holding solely junior subordinated debentures of the Company ............................... 12,650,000 12,650,000 12,650,000 ------------- ------------- ------------- TOTAL LIABILITIES ......................... 694,239,426 631,854,199 683,112,035 STOCKHOLDERS' EQUITY Preferred stock ............................. -- -- -- Common stock without par value, stated value $2.50, 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 ........................... 22,777,532 19,245,310 21,906,156 Accumulated other comprehensive results, net of tax benefit ............. (10,482,839) (1,026,138) (11,853,362) ------------- ------------- ------------- TOTAL STOCKHOLDERS' EQUITY .................. 30,420,860 36,345,339 28,178,961 ------------- ------------- ------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ................... $ 724,660,286 $ 668,199,538 $ 711,290,996 ============= ============= ============= 3 AMERICAN BANCORPORATION FORM 10-Q Quarterly Report March 31, 2000 CONDENSED CONSOLIDATED STATEMENTS OF INCOME Three Months ended March 31, 2000 1999 ----------- ----------- INTEREST INCOME Loans ............................................. $ 8,086,983 $ 6,486,015 Investment securities Taxable interest income .......................... 4,032,817 3,756,007 Non-taxable interest income ...................... 761,232 545,879 ----------- ----------- 4,794,049 4,301,886 Short-term investments ............................ 60,720 123,373 ----------- ----------- Total interest income ........................... 12,941,752 10,911,274 INTEREST EXPENSE Deposits .......................................... 4,909,847 4,445,526 Borrowed funds .................................... 3,389,850 2,162,026 ----------- ----------- Total interest expense .......................... 8,299,697 6,607,552 ----------- ----------- NET INTEREST INCOME ........................... 4,642,055 4,303,722 PROVISION FOR LOAN LOSSES .......................... 180,000 75,000 ----------- ----------- Net interest income after provision for loan losses 4,462,055 4,228,722 OTHER INCOME Service charges on deposit accounts ............... 208,797 172,265 Net securities gains .............................. -- 267,812 Net gains on sale of loans ........................ 272,025 405,766 Insurance commissions ............................. 23,765 19,044 Other income ...................................... 298,967 134,753 ----------- ----------- Total other income .............................. 803,554 999,640 OTHER EXPENSE Salaries and employee benefits .................... 1,682,983 1,772,794 Occupancy expense ................................. 672,245 633,692 Other expenses .................................... 1,222,388 1,235,864 ----------- ----------- Total other expense ............................. 3,577,616 3,642,350 ----------- ----------- INCOME BEFORE INCOME TAXES ......................... 1,687,993 1,586,012 PROVISION FOR INCOME TAXES ......................... 347,166 301,392 ----------- ----------- NET INCOME ......................................... $ 1,340,827 $ 1,284,620 =========== =========== Average Shares Outstanding ....................... 3,129,674 3,129,674 BASIC EARNINGS PER SHARE ....................... $ 0.43 $ 0.41 4 AMERICAN BANCORPORATION FORM 10-Q Quarterly Report March 31, 2000 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Three months ended March 31, 2000 1999 ----------- ------------ Operating Activities: Net Income................................................................. $ 1,340,827 $ 1,284,620 Adjustments to reconcile net income to net cash from operating activities: Depreciation........................................................... 230,902 216,623 Amortization of intangibles............................................ 69,451 69,451 Net amortization of premium on investment securities................... 109,292 337,493 Provision for loan losses.............................................. 180,000 75,000 Net gain on sale of investment securities.............................. - (267,812) Net gain on sale of loans.............................................. (272,025) (405,766) Net (increase)decrease in accrued interest receivable.................. 37,054 (670,840) Net increase in accrued interest payable............................... 142,419 68,388 Real estate mortgage loans originated for sale......................... (14,001,804) (26,493,845) Proceeds from sale of real estate mortgage loans....................... 13,010,450 26,138,924 Net increase in other assets........................................... (661,557) (737,288) Net increase in other liabilities...................................... 1,214,578 382,127 Net decrease from other operating activities........................... (81,077) (162,966) ----------- ------------ Net cash provided by operating activities............................. 1,318,510 (165,891) Investing Activities: Investment securities available for sale: Proceeds from maturities and repayments.............................. 9,942,609 27,988,859 Proceeds from sales.................................................. - - Purchases............................................................ (1,157,421) (67,744,083) Change in loans, net of real estate mortgage loans originated for sale..... (23,764,335) (6,606,510) Purchase of premises and equipment......................................... (52,995) (181,298) Proceeds from sale of premises and equipment............................... 118,297 - ----------- Net cash used by investing activities.................................. (14,913,845) (46,543,039) Financing Activities: Net increase (decrease) in non-interest bearing demand deposits............ 1,678,585 (2,815,035) Net increase in interest bearing demand and savings deposits............... 10,624,127 73,875 Net increase (decrease) in time deposits................................... (3,162,711) 1,832,399 Net increase in borrowed funds............................................. 630,394 41,331,882 Principal repayment of long-term debt...................................... - (3,633) Cash dividends paid........................................................ (469,451) (469,453) ----------- ----------- Net cash provided by financing activities............................. 9,300,944 39,950,035 ----------- ----------- Net Decrease in Cash and Cash Equivalents................................... (4,294,391) (6,758,895) Cash and Cash Equivalents Beginning Balance.................................. 16,597,610 30,063,201 ------------ ------------ Cash and Cash Equivalents Ending Balance.....................................$ 12,303,219 $ 23,304,306 ============ ============ Supplemental disclosure of cash-flow information: Non-cash investing and financial activities: Securities purchased not settled....................................... - 16,026,227 Securities sold not settled............................................ - 16,813,479 5 AMERICAN BANCORPORATION FORM 10-Q Quarterly Report March 31, 2000 CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY Three months ended March 31, 2000 and 1999 2000 1999 ----------- ----------- Balance at January 1,............................ $28,178,961 $36,447,493 Comprehensive results: Net Income...................................... 1,340,827 1,284,620 Unrealized security gain (loss), net of tax..... 1,370,523 (719,971) Reclassification adjustment, net of tax......... - (197,352) ----------- ----------- Total comprehensive results................... 2,711,350 367,297 Dividends declared ($0.15 per share 2000, $0.15 per share 1999).................... (469,451) (469,451) ----------- ----------- Balance at March 31,............................. $30,420,860 36,345,339 =========== =========== NOTES TO THE 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 1999 Annual Report to Stockholders should be read in conjunction with these statements. Certain prior period amounts have been reclassified to conform to the current period classification. 6 AMERICAN BANCORPORATION FORM 10-Q Quarterly Report March 31, 2000 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 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 1999 Annual Report and the financial statements appearing elsewhere herein. SUMMARY American Bancorporation (the "Company") recognized net income of $1,341,000 or $0.43 basic earnings per share, for the three months ended March 31, 2000, compared to net income of $1,285,000 or $0.41 basic earnings per share, for the three months ended March 31, 1999. Return on average assets and return on average equity were 0.74% and 18.71%, respectively, for the three months ended March 31, 2000 compared to 0.80% and 14.02%, respectively, for the three months ended March 31, 1999. Total assets at March 31, 2000 increased to $724,660,000, from $668,200,000 at March 31, 1999, an increase of 8.4%. Loans outstanding at March 31, 2000 increased to $396,189,000 from $307,900,000 at March 31, 1999, an increase of 28.7%. Deposits increased to $458,417,000 at March 31, 2000, from $430,331,000 at March 31, 1999, an increase of 6.5%. Total stockholders' equity was $30,421,000 at March 31, 2000 compared with $36,345,000 at March 31, 1999, a decrease of 16.3%. Stockholders' equity, excluding net unrealized gains and losses, totalled $40,904,000 at March 31, 2000, an increase of $3,532,000 or 9.5% compared to March 31, 1999. The unrealized loss on investment securities available for sale, a result of market value adjustments, totalled $10,483,000 at March 31, 2000, compared to $1,026,000 at March 31, 1999. If these available for sale securities are held to maturity, no market value adjustment will be realized. RESULTS OF OPERATIONS QUARTER COMPARISON Net Income. Net income for the three months ended March 31, 2000 amounted to $1,341,000, or $0.43 basic earnings per share, compared to net income of $1,285,000 or $0.41 basic earnings per share, for the three months ended March 31, 1999. The increase was the result of an increase in net interest income and a decrease in other expense which was partially offset by a decrease in other income and an increase in provision for loan losses. Net Interest Income. Net interest income before provision for loan losses for the three months ended March 31, 2000 amounted to $4,642,000, an increase of $338,000 or 7.9%, compared to the three months ended March 31, 1999. The increase resulted primarily from a $73,945,000 increase in average interest earning assets. 7 AMERICAN BANCORPORATION FORM 10-Q Quarterly Report March 31, 2000 Total interest income for the three months ended March 31, 2000 amounted to $12,942,000, an increase of $2,030,000 or 18.6%, compared to the three months ended March 31, 1999. The increase resulted from the increase in the average interest earning assets and a 41 basis point increase in the average yield on earning assets. Average loans outstanding increased $82,777,000 or 27.1% with average commercial loans increasing $36,260,000 or 29.8%, average real estate loans increasing $24,624,000 or 18.1% and average consumer installment loans increasing $21,893,000 or 45.9%. The average yield on loans decreased from 8.50% in 1999 to 8.34% in 2000. Average investment securities and other short-term investments outstanding decreased $8,832,000 or 2.9% while the average yield increased from 5.83% in 1999 to 6.59% in 2000. Total interest expense for the three months ended March 31, 2000 amounted to $8,300,000, an increase of $1,692,000 or 25.6%, compared to the three months ended March 31, 1999. The increase resulted primarily from an $87,981,000 or 15.8% increase in average interest bearing liabilities and a 40 basis point increase in interest rates paid on such liabilities. Average NOW, money market and savings accounts decreased $2,114,000 or 1.8%. Average time deposits increased $34,099,000 or 28.9%. Average time deposits decreased $10,628,000 or 3.9%. Average non-interest bearing accounts increased $2,536,000 or 6.9% and represented 8.6% of average total deposits for the three months ended March 31, 2000. Average borrowed funds increased $64,519,000 or 42.1%, and the average rate paid on borrowed funds increased from 4.92% in 1999 to 5.72% in 2000. Provision for Loan Losses. The loan loss provision for the three months ended March 31, 2000 was $180,000, compared to $75,000 for the same period in 1999. Other Income. Other income for the three months ended March 31, 2000 amounted to $804,000, a decrease of $196,000 or 19.6% compared to the three months ended March 31, 1999. There were no securities gains during the three months ended March 31, 2000, compared to net gains on sale of investment securities of $268,000 in 1999. Net gains on sale of loans totalled $272,000 in 2000, compared to $406,000 for the three months ended March 31, 1999, a decrease of 33.0%. Other (miscellaneous) income in 2000 included a $120,000 gain on sale of former branch property. Other Expense. Total other expense for the three months ended March 31, 2000 amounted to $3,578,000, a decrease of $65,000 or 1.8%, compared to the three months ended March 31, 1999. Salaries and employee benefits decreased $90,000 or 5.1%. Occupancy and equipment expense increased $39,000 or 6.1%. Other (miscellaneous) expenses decreased $13,000 or 1.1%. Provision for Income Taxes. The provision for income taxes for the three months ended March 31, 2000 was $347,000, compared to $301,000 for the three months ended March 31, 1999. The increase is primarily the result of additional taxable income. 8 AMERICAN BANCORPORATION FORM 10-Q Quarterly Report March 31, 2000 ASSET QUALITY Nonperforming loans totalled $3,605,000 or 0.9% of total loans at March 31, 2000, compared to $2,730,000 or 0.7% at December 31, 1999. Nonperforming loans at March 31, 2000 consisted of nonaccrual loans totalling $1,153,000, 90 day delinquent loans of $2,106,000, and restructured loans aggregating $346,000. Other real estate held totalled $506,000 at March 31, 2000, compared to $536,000 at December 31, 1999. CAPITAL RESOURCES Stockholders' equity totalled $30,421,000 at March 31, 2000. The Company's risk-based capital ratio was 13.8%, of which 13.0% constituted common stockholder equity, while the risk-based capital ratio for the Company's bank subsidiary, Wheeling National Bank, was 13.2%, with common stockholders' equity of 12.4%. At March 31, 2000 the Company's leverage capital ratio was 7.3%, while the leverage ratio for Wheeling National Bank was 6.9%. 9 AMERICAN BANCORPORATION FORM 10-Q Quarterly Report March 31, 2000 Three months ended March 31, 2000 1999 Average Yield/ Average Yield/ Balance Rate Balance Rate INTEREST EARNING ASSETS (000's) (000's) Loans Commercial............................. $157,985 8.66% $121,725 8.57% Real estate............................ 160,502 7.70 135,878 8.14 Installment-net........................ 69,607 8.27 47,714 8.39 -------- -------- Total loans ........................ 388,094 8.34 305,317 8.50 Investment securities Taxable................................ 234,898 6.87 247,215 6.08 Tax-exempt............................. 56,738 5.37 47,244 4.62 -------- -------- Total investment securities ........ 291,636 6.58 294,459 5.84 Other short-term investments............ 2,998 8.10 9,007 5.48 -------- -------- Total interest earning assets........ $682,728 7.58 $608,783 7.17 ======== ======== INTEREST BEARING LIABILITIES Deposits NOW, Savings and MMDA................. $152,115 3.31% $118,016 2.26% Time.................................. 263,556 5.54 274,184 5.51 -------- -------- Total deposits....................... 415,671 4.72 392,200 4.53 Borrowed funds......................... 217,834 5.72 153,315 4.92 Long-term debt......................... 12,650 8.70 12,659 8.71 -------- -------- Total interest bearing liabilities.............. $646,155 5.14 $558,174 4.74 ======== ======== MARGIN ANALYSIS (as a % of earning assets) Interest income......................... 7.58% 7.17% Interest expense........................ 4.86 4.34 ---- ---- Net interest income..................... 2.72% 2.83% ==== ==== 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. 10 AMERICAN BANCORPORATION FORM 10-Q Quarterly Report March 31, 2000 Item 3. Quantitative and Qualitative Disclosures about Market Risk Quantitative and qualitative disclosures about market risk are presented at December 31, 1999 in Item 7a of the Company's Annual Report on Form 10-K filed with the SEC on March 30, 2000. Management believes there have been no material changes in the Company's market risk since December 31, 1999. PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K B. Reports on Form 8-K: Date Item Description None 11 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, 2000 /s/ Jeremy C. McCamic Jeremy C. McCamic Chairman and Chief Executive Officer Date May 15, 2000 /s/ Brent E. Richmond Brent E. Richmond Executive Vice President and Chief Operating Officer Date May 15, 2000 /s/ Jeffrey A. Baran Jeffrey A. Baran Chief Financial Officer 12