UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1995. OR [ ] 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 0-18127 AMERICAN BANCORP OF NEVADA (Exact name of registrant as specified in its charter) Nevada 94-2792608 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 4425 Spring Mountain Road, Las Vegas, Nevada 89102 (Address of principal executive offices) (Zip Code) (702) 362-7222 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 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 June 30, 1995: Common stock, $.05 par value 3,168,293 Class Number of Shares INDEX PART I - FINANCIAL INFORMATION PAGE NO. Condensed Consolidated Statements of Income Six Months and Quarters ended June 30, 1995 and 1994 1 Condensed Consolidated Statements of Condition June 30, 1995 and December 31, 1994 2 Condensed Consolidated Statements of Cash Flows Six Months ended June 30, 1995 and 1994 3-4 Notes to Condensed Consolidated Financial Statements 5 Management's Discussion and Analysis of Financial Condition and Results of Operations 6-9 PART II - OTHER INFORMATION Signatures 10 PART I - FINANCIAL INFORMATION AMERICAN BANCORP OF NEVADA AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME SIX MONTHS AND QUARTERS ENDED JUNE 30, 1995 AND 1994 (Dollars in thousands except for earnings per share) (Unaudited) For the Six Months For the Quarter Ended June 30, Ended June 30, 1995 1994 1995 1994 INTEREST INCOME Interest and Fees on Loans $5,559 $3,724 $2,941 $1,959 Interest on Investment Securities 3,554 2,716 1,893 1,504 Interest on Federal Funds Sold 220 94 134 44 Total Interest Income 9,333 6,534 4,968 3,507 INTEREST EXPENSE Interest on Deposits 2,446 1,313 1,358 717 Interest on Securities Sold Under Agreement to Repurchase 406 148 238 74 Total Interest Expense 2,852 1,461 1,596 791 NET INTEREST INCOME 6,481 5,073 3,372 2,716 Provision for Loan Loss (270) (100) (175) (40) NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSS 6,211 4,973 3,197 2,676 TOTAL NON-INTEREST INCOME: 750 862 404 355 TOTAL NON-INTEREST EXPENSE: 4,279 3,931 2,231 1,919 INCOME BEFORE TAXES 2,682 1,904 1,370 1,112 PROVISION FOR INCOME TAXES (731) (465) (358) (255) NET INCOME $1,951 $1,439 $1,012 $ 857 NET INCOME PER SHARE $ .60 $ .46 $ .31 $ .27 The accompanying notes are an integral part of these statements. AMERICAN BANCORP OF NEVADA AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CONDITION AT JUNE 30, 1995 AND DECEMBER 31, 1994 (Dollars in Thousands) (Unaudited) June 30, December 31, 1995 1994 ASSETS Cash and Due From Banks $ 25,462 $ 22,216 Investment Securities 131,037 116,663 Federal Funds Sold 12,600 0 Net Loans and Leases 92,514 75,378 Premises and Fixed Assets, Net 9,477 9,566 Other Assets 3,059 3,596 TOTAL ASSETS $274,149 $227,419 LIABILITIES AND STOCKHOLDERS' EQUITY Deposits $218,911 $192,811 Securities Sold Under Agreement to Repurchase 29,714 13,780 Other Liabilities 1,309 697 TOTAL LIABILITIES $249,934 $207,288 STOCKHOLDERS' EQUITY Unrealized gain (loss) on Available for Sale Securities $ 80 $ (1,988) Common Stock 158 119 Surplus 20,110 20,084 Retained Earnings 4,002 2,051 Less Treasury Stock (135) (135) TOTAL STOCKHOLDERS' EQUITY $ 24,215 $ 20,131 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $274,149 $227,419 The accompanying notes are an integral part of these statements. AMERICAN BANCORP OF NEVADA AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS SIX MONTHS ENDED JUNE 30, 1995 AND 1994 (Dollars in Thousands) (Unaudited) Six Months Ended June 30, 1995 1994 CASH FLOWS FROM OPERATING ACTIVITIES: Interest received $ 8,784 $ 6,436 Other income 702 706 Interest paid (2,840) (1,349) Cash paid to suppliers and employees (3,665) (2,648) Income taxes paid (573) (786) Net cash provided by operating activities 2,408 2,359 CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from sales and maturities of investment securities 32,947 53,707 Purchase of investment securities (44,074) (67,792) Net increase in loans made to customers (17,336) (1,412) Capital expenditures (239) (181) Proceeds from sale of R.E.O. 0 208 Other 40 0 Net cash used in investing activities (28,662) (15,470) CASH FLOWS FROM FINANCING ACTIVITIES: Net increase in demand deposits 26,100 24,816 Net increase (decrease) in federal funds purchased and securities sold under repurchase agreements 15,934 (2,345) Other 66 (284) Net cash provided by financing activities 42,100 22,187 NET INCREASE IN CASH AND DUE FROM BANKS AND FEDERAL FUNDS SOLD 15,846 9,076 CASH AND DUE FROM BANKS AND FEDERAL FUNDS SOLD AT JANUARY 1 22,216 22,473 CASH AND DUE FROM BANKS AND FEDERAL FUNDS SOLD AT JUNE 30 $ 38,062 $ 31,549 RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES: Net income $ 1,951 $ 1,439 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization of property and equipment 327 328 Amortization of investment security premiums and accretion of discounts (135) (138) Provision for loan loss 270 100 Deferred loan fees (111) 214 Loss (Gain) on sale of investment securities 20 (125) Decrease (increase) in other assets (526) 529 Increase in other liabilities 612 12 NET CASH PROVIDED BY OPERATING ACTIVITIES $ 2,408 $ 2,359 AMERICAN BANCORP OF NEVADA AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) SIX MONTHS ENDED JUNE 30, 1995 AND 1994 (Dollars in Thousands) (Unaudited) Six Months Ended June 30, 1995 1994 SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: Stock dividends issued $ 3,826 Issuance of common stock for stock split $ 39,600 The accompanying notes are an integral part of these statements. AMERICAN BANCORP OF NEVADA AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 1995 (Unaudited) FINANCIAL INFORMATION NOTE A - PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the parent holding company and its wholly owned subsidiaries, American Bank of Commerce ("Bank"), AmBank Mortgage Company ("Mortgage Company") and AmBank Financial Company ("Finance Company"). Material intercompany balances and transactions have been eliminated. NOTE B - BASIS OF PRESENTATION In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been reflected in the financial statements. The results of operations for the three and six months ended June 30, 1995, are not necessarily indicative of the results to be expected for the full year. NOTE C - INCOME PER SHARE Net Income per common share is based upon the weighted average number of common and common equivalent shares outstanding, 3,258,807 and 3,041,409 for June 30, 1995 and 1994, respectively. The weighted average number of common shares, common shares outstanding and earnings per share are adjusted to reflect a 4 for 3 stock split declared on March 20, 1995, to stockholders of record as of April 4, 1995. ITEM II AMERICAN BANCORP OF NEVADA AND SUBSIDIARIES The following is management's discussion and analysis of certain significant factors which affected the company's financial position and operating results during the period in the accompanying condensed consolidated financial statements. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Six Months ended June 30, 1995 Asset Growth Total assets increased $46,730,000 or 20.55% during the first six months of 1995. The primary elements of this growth were a $17,136,000 or 22.73% increase in Net Loans and Leases, a $14,374,000 or 12.32% increase in Investment Securities and a $12,600,000 increase in Federal Funds Sold. Asset growth was driven by the increase in Deposits and Securities Sold Under Agreements to Repurchase of $42,034,000 or 20.35%. Both deposits and loans continue to increase as a result of the Bank"s aggressive business development efforts, successful operation and increased recognition throughout the business community. Interest Income Total interest income increased $2,799,000, or 42.84%, in the first half of 1995 when compared to the same period of 1994, and increased $1,461,000 or 41.66% for the Quarter ended June 30. It is anticipated that interest income will continue to increase due to the growth in Securities and Net Loans and Leases. Total interest income is composed of the following categories: Interest and Fees on Loans: Interest and fee income increased by $1,835,000, or 49.27%, in the first six months of 1995 as compared to the same period of 1994, and increased $982,000 or 50.13% for the Quarter ended June 30. The year-to-date increase is composed of a $69,000 increase in fee income and a $1,766,000 increase in interest on loans. Fee income increased due an increase in loan demand. Interest on loans increased due to an increase in average loan volume of $20,604,000 to $85,280,000 and an increase in the yield from 9.19% in 1994 to 11.16 % in 1995, a net increase of 1.97 %. The quarter to date increase is composed of a $42,000 increase in fee income and a $940,000 increase in loan interest income. Fee income increased for the quarter due to an increase in loan demand. Interest on loans increased due to an increase in the yield from 9.66% for the quarter ended June 30, 1994, to 11.29% for the same period 1995, a net increase of 1.63%. This represents an increase in income of $267,000. The average loan volume did increase to $89,381,000 from $65,551,000, an increase of $23,830,000 or 36.35% which represents an increase in income of $673,000. Interest on Investment Securities: The Bank continues to invest its excess funds in interest bearing securities. Interest on investment securities increased by $838,000, or 30.85%, in the first half of 1995 as compared to the same period in 1994. This was the result of an increase of $3,989,000 in average volume of investments to $119,464,000, coupled with an increase in yield from 4.70% to 5.95%. The increase in yeld is attributable to the reinvestment of maturing securities and paydowns of the mortgage backed portfolio. The mix of the Bank's investment portfolio remains consistant with the prior year. The tax-equivalent yield increased from 5.21% to 7.13%. Comparing the quarter ended June 30, 1995 to June 30, 1994, interest income increased $389,000 or 25.86%. The average volume increased $2,351,000 to $125,084,000, coupled with an increase in the yield to 6.05% from 4.90%. The increase in income is composed of a volume increase of $36,000 and a yield increase of $353,000. The Bank's current investment strategy is to maintain an investment portfolio with rather short maturities. At this time the relative flatness of the yield curve does not warrant increased risk or extending the overall maturity of the portfolio. We continually monitor these factors when evaluating investments strategies and asset liability management. Interest on Federal Funds Sold: Interest earned on Fed Funds Sold increased $126,000, or 134.04%, in the first half of 1995 as compared to the first half of 1994. This increase was due to an increase in the average interest rate from 3.27% to 5.79% for Fed Funds Sold. For the quarters ended June 30, interest increased $90,000 or 204.55%. This increase was due to an increase in the average volume of $4,211,000 or 85.02% to $9,164,000. The average yield increased 2.3% or 64.79 %. Management's goal is to maintain a level of Federal Funds that will enable the Bank to fund increases in loan demand and to meet depositors' needs. Interest Expense Total interest expense increased $1,391,000, or 95.21%, during the first half of 1995 as compared to the first half of 1994. Interest on deposits increased by $1,133,000, or 86.29% due to an increase in the average balances of interest bearing accounts by $18,595,000 to $127,200,000. The average rate paid on deposits decreased from 2.42% in 1994 to 2.41% in 1995. Interest on securities sold under agreements to repurchase increased $258,000, or 174.32% as the average volume increased $7,089,000 to $19,194,000 and the average interest rate increased from 2.45% to 4.23%. Interest expense for the quarter ended June 30, 1995, increased $805,000 or 101.77% when compared to the same period, 1995. Interest on deposits increased $641,000 or 89.40% due to an increase in the average balances of $94,455,000 to $210,753,000. The average rate paid on deposits increased to 2.58% from 2.47%. Interest on securities sold under agreement to repurchase increased $164,000 or 221.62% as the average volume increased $9,692,000 to $21,520,000. The average rate paid increased 1.93%, from 2.49% to 4.42%. Management believes that the average volume of deposits and repurchase agreements will continue to increase during 1995, and that interest rates will be higher than 1994's levels for the foreseeable future. Interest Rate Risk Management attempts to protect earnings from wide shifts in interest rates by employing the following strategies: Loans: Approximately 90% of the Bank's loan portfolio is written on an adjustable basis that floats with the Bank's base rate. Thus, approximately $83,101,000 reprices immediately upon a change in base. Investments: The majority of the investment portfolio of the Bank is of a fixed rate nature. This enables Management to provide an underlying level of income irrespective of changes in rates. Additionally, the average life of the portfolio is 1.89 years. This strategy of maintaining short maturities provides maximum flexibility in dealing with fluctuating interest rates. Deposits: Management discourages use of long term Certificates of Deposit by consistently paying at or below market rates and not offering greater than one year maturities. However, an attempt is currently underway to recapture some of the jumbo short-term Certificates of Deposit market. Offering rates for Certificates of Deposit over $100,000 and less than one year maturity are reviewed weekly for adjustments. The competitive rates we now offer increased the balances in these accounts by $1,301,000 or 21.95% from December 31, 1994 to June 30, 1995. At June 30, 1995, approximately 83% of time deposits had a maturity of three months or less. The above factors, taken into consideration together with the fact that the Bank's non-interest bearing customer deposits are approximately 36% of total deposits, provides management the opportunity to maintain favorable net interest margins under most normal interest rate scenarios. Provision for Loan Loss The provision for loan loss in the first half of 1995 was $270,000, $170,000 more than the first half of 1994. Net charged off loans and leases were $40,000 through June 30, 1995, and ($47,329) at June 30, 1994. The allowance for loan loss was 1.02% of loans outstanding, as compared to 1.19% at the end of the first half of 1994. At June 30, 1995, no loans were accounted for on a non-accrual basis and no loans were past due 90 days or more. At June 30, 1995, Management classified 10 loans as substandard, for an aggregate of $362,000. This amount represents .39% of outstanding loans. No losses are anticipated and no loans are classified as doubtful. The loan portfolio is concentrated in the Southern Nevada area, where the economy has remained strong with significant increases in the population. The economic strength of the area has served to keep the sales of new homes at a high level, which supports the Bank's concentration in construction as well as commercial real estate financing. Management reviews portfolio concentration levels on a regular basis and had previously decreased construction lending on large homes and placed greater emphasis on the smaller entry-level housing market. Commercial real estate lending is generally limited to owner-occupied properties. Management reviews the loan loss analysis on a quarterly basis and appraisal reviews are performed to support the values at which loans are carried int he portfolio. Management allocates a percentage of the loan loss allowance to all classified credits and, since the first quarter 1995 to pass credits as well. Additionally, Management made a conscious decision to increase the level of allowance as a percentage of net loans. This is due to the rapid growth of the portfolio and the larger loans being made. Management believes the current allowance of $957,000 is adequate and that there is sufficient unallocated allowance to handle unexpected problems within the portfolio. Management assigns risk percentages to all classified loans to ensure that the allowance is adequate and an excess allowance is provided for any unexpected problems that may arise within the portfolio. Management feels that the current Allowance for Loan Loss of $957,000 is adequate for the Bank to meet unanticipated loan losses. Non-Interest Income Total non-interest income for the first six months of 1995 decreased $112,000, or 12.99%, over the same period of 1994. The decrease was primarily due to a decrease in gain on sale of securities and a decrease in fee income from mortgage placement services. Non-Interest Expense Total non-interest expense increased by $348,000, or 8.85%, during the first half of 1995 as compared to the first half of 1994. This increase is due primarily to increased salary and employee benefit expenses due to normal salary increases. Liquidity Management of the Company strives to obtain the highest possible earnings while maintaining a strong liquidity position. The policy of shorter maturities in the Bank's security portfolio and the need for cash in Federal Funds Sold to meet daily cash requirements continues to be met. Management continuously monitors outstanding loan commitments and letters of credit for funding needs. At June 30, 1995, outstanding loan commitments were $38,997,000 and letters of credit were $2,822,000. The measures of solid liquidity practices such as Total Deposits to Total Assets and Loans to Deposits are monitored constantly for any adverse trends. Cash flow from operations continues to remain positive and Management expects this trend to continue. Cash flow from investing activities was negative as there was an increase in net loans made to customers and a sizable increase in the investment in Securities compared to proceeds from sales and maturities of Securities. Cash flow from financing activities was positive due to the increase in deposits and this trend is expected to continue. Management believes that liquidity will remain strong in both the near-term and the long-term. Capital Resources During 1995, Management plans to construct approximately 13,000 square feet of leasable office space at its headquarters site at Spring Mountain Road and Arville. The Bank anticipates opening another branch office in 1996, although at this time it has not been decided whether the office will be owned or leased. In either case, the impact to capital is not expected to be significant. At June 30, 1995, the Bank's Tier 1 Core Capital to risk weighted assets was 9.81%, Total Capital to risk weighted assets was 10.19%, and the Leverage ratio was 9.46%, all above the current minimum guidelines of 4.0%, 8.00%, and 4.0%, respectively, established by regulatory authorities. In addition, the Federal Deposit Insurance Corporation Improvement Act of 1991 (FDICIA) defined five levels of capital for financial institutions: Well-capitalized, Adequately capitalized, Undercapitalized, Significantly undercapitalized and Critically undercapitalized. A bank falls into one of these levels based on its risk-based ratio and leverage ratio. At June 30, 1995, the Bank falls in the Well-capitalized category. SIGNATURES Pursuant to the requirement of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. AMERICAN BANCORP OF NEVADA DATED: 8/10/95 /s/ James V. Bradham James V. Bradham Presdident and Chief Executive Officer DATED: 8/10/95 /s/ Patricia L. Kirkwood Patricia L. Kirkwood Executive Vice President and Cashier