UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1997 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 1-13842 Texarkana First Financial Corporation . (Exact name of registrant as specified in its charter) Texas . 71-0771419 . (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 3rd & Olive Streets Texarkana, Arkansas . 71854 . (Address of principal executive office) (Zip Code) (501) 773-1103 . (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: As of July 31, 1997, there were issued and outstanding 1,790,305 shares of the Registrant's Common Stock, par value $0.01 per share. TEXARKANA FIRST FINANCIAL CORPORATION TABLE OF CONTENTS Page Part I. Financial Information Item 1. Consolidated Financial Statements Consolidated Statements of Financial Condition As of June 30, 1997 (unaudited) and September 30, 1996 1 Consolidated Statements of Income for the three and nine months ended June 30, 1997 and 1996 (unaudited) 2 Consolidated Statements of Cash Flows for the nine months ended June 30, 1997 (unaudited) and 1996 (unaudited) 3 Notes to Unaudited Consolidated Financial Statements 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 Part II. Other Information Item 1. Legal Proceedings 12 Item 2. Changes in Securities 12 Item 3. Defaults Upon Senior Securities 12 Item 4. Submission of Matters to a Vote of Security Holders 12 Item 5. Other Information 12 Item 6. Exhibits and Reports on Form 8-K 12 Signatures 13 TEXARKANA FIRST FINANCIAL CORPORATION AND SUBSIDIARY CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (In Thousands) (Unaudited) June 30, September 30, 1997 1996 ASSETS Cash and Cash Equivalents Cash & due from banks $ 995 $ 1,481 Interest bearing deposits in other banks 461 1,829 Federal funds sold 3,625 5,550 _______ _______ Total Cash and Cash equivalents 5,081 8,860 Investment securities available-for-sale 13,870 14,887 Investment securities held-to-maturity -- -- Mortgage-backed securities held-to-maturity 3,035 1,518 Federal Home Loan Bank stock 1,100 1,053 Loans receivable, net of unearned income 145,179 136,805 Allowance for loan losses 1,145 1,145 _______ _______ Loans receivable, net 144,034 135,660 Accrued interest receivable 1,238 1,207 Foreclosed real estate, net 207 72 Premises and equipment, net 2,345 2,014 Other assets 448 476 _______ _______ Total Assets $171,358 $165,747 ======= ======= LIABILITIES AND STOCKHOLDERS' EQUITY Deposits $140,132 $133,071 Advances from borrowers for taxes & insurance 1,398 1,865 Borrowed funds 1,552 2,858 Accrued federal income tax 385 25 Accrued state income tax 182 138 Accrued expenses and other liabilities 802 1,366 _______ _______ Total Liabilities 144,451 139,323 _______ _______ Commitments and contingencies -- -- Common stock, $0.01 par value; 15,000,000 shares authorized; 1,983,750 shares issued and outstanding 20 20 Additional paid-in capital 13,499 13,052 Common stock acquired by stock benefit plans (2,203) (2,147) Treasury stock, at cost, 193,445 shares and (3,029) (1,567) 99,187 shares September 30, 1996 Retained earnings-substantially restricted 18,590 17,074 Net unrealized gain on investment securities available for sale, net of tax 30 (8) _______ _______ Total Stockholders' Equity 26,907 26,424 _______ _______ Total Liabilities and Stockholders' Equity $171,358 $165,747 ======= ======= [FN] The accompanying notes are an integral part of this statement. Page 1 TEXARKANA FIRST FINANCIAL CORPORATION AND SUBSIDIARY CONSOLIDATED STATEMENTS OF INCOME (In Thousands, Except Per Share Data) (Unaudited) Three Months Nine Months Ended Ended June 30, June 30, 1997 1996 1997 1996 Interest Income Loans First mortgage loans $2,758 $2,506 $8,008 $7,416 Consumer and other loans 310 228 888 629 Investment securities 309 411 943 1,330 Mortgage-backed and related securities 38 40 92 126 _____ _____ _____ _____ Total Interest Income 3,415 3,185 9,931 9,501 _____ _____ _____ _____ Interest Expense Deposits 1,735 1,605 5,115 4,813 Borrowed funds 9 1 16 3 _____ _____ _____ _____ Total Interest Expense 1,744 1,606 5,131 4,816 _____ _____ _____ _____ Net Interest Income 1,671 1,579 4,800 4,685 Provision for loan losses -- -- -- -- _____ _____ _____ _____ Net Interest Income After Provision 1,671 1,579 4,800 4,685 _____ _____ _____ _____ Noninterest Income Gain on sale of repossessed assets, net 8 11 8 16 Loan origination and commitment fees 79 93 207 238 Investment securities gains (losses), net -- -- -- -- Other 115 122 324 299 _____ _____ _____ _____ Total Noninterest Income 202 226 539 553 _____ _____ _____ _____ Noninterest Expense Compensation and benefits 421 414 1,329 1,087 Occupancy and equipment 40 43 124 123 SAIF deposit insurance premium 22 72 101 228 Provision & loss on foreclosed real estate -- -- -- -- Other 119 128 399 419 _____ _____ _____ _____ Total Noninterest Expense 602 657 1,953 1,857 _____ _____ _____ _____ Income Before Income Taxes 1,271 1,148 3,386 3,381 Income tax expense 474 404 1,258 1,200 _____ _____ _____ _____ Net Income $ 797 $ 744 $2,128 $2,181 ===== ===== ===== ===== Weighted average shares outstanding 1,675.6 1,788.3 1,697.0 1,829.1 Earnings Per Share $0.48 $0.42 $1.25 $1.19 Dividends per share $0.1400 $0.1125 $0.3650 $0.3375 [FN] The accompanying notes are an integral part of this statement. Page 2 TEXARKANA FIRST FINANCIAL CORPORATION AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands) (Unaudited) Nine Months Ended June 30, 1997 1996 Cash Flows From Operating Activities: Interest and dividends received $ 9,804 $ 9,308 Miscellaneous income received 531 472 Interest paid (1,616) (1,739) Cash paid to suppliers and employees (2,217) (1,700) Cash from REO operations -- 38 Cash paid for REO operations -- (18) Cash from loans sold 1,488 2,092 Cash paid for loans originated to sell (1,051) (2,092) Income taxes paid (854) (1,253) ______ ______ Net Cash Provided By Operating Activities 6,085 5,108 ______ ______ Cash Flows From Investing Activities: Proceeds from maturities of investment securities 4,840 9,000 Purchases of investment securities (3,800) (9,585) Purchases of mortgage-backed securities (1,725) -- Collection of principal on mortgage-backed securities 207 237 Purchase of fixed assets (379) (72) Net (increase) in loans (8,843) (8,599) Cash paid for REO held for resale (46) -- Proceeds from sale of REO and other REO recoveries 77 77 ______ ______ Net Cash Provided (Used) By Investing Activities (9,669) (8,942) ______ ______ Cash Flows From Financing Activities: Net increase (decrease) in savings, demand deposits, and certificates of deposit 3,673 505 Net increase (decrease) in escrow funds (467) (584) Repayment of funds borrowed (1,306) -- Purchase of treasury stock (1,462) (514) Purchase of common stock for employee benefit plans (9) (932) Cash dividends paid on common stock (624) (446) ______ ______ Net Cash (Used) By Financing Activities (195) (1,971) ______ ______ Net (Decrease) In Cash and Cash Equivalents (3,779) (5,805) ______ ______ Cash and Cash Equivalents, beginning of period 8,860 13,848 ______ ______ Cash and Cash Equivalents, end of period $ 5,081 $ 8,043 ====== ====== [FN] The accompanying notes are an integral part of this statement. Page 3 TEXARKANA FIRST FINANCIAL CORPORATION SUPPLEMENTAL INFORMATION CONCERNING CASH FLOWS Nine Months Ended June 30, 1997 1996 Reconciliation of net income to cash provided by operating activities: Net income $ 2,128 $ 2,181 ______ ______ Adjustments to reconcile net income to cash provided by operating activities: Depreciation 48 57 Amortization of discounts and premiums (22) 2 Amortization of deferred loan fees (29) (11) Amortization of common stock acquired by benefit plans 365 153 (Gain) loss on sales of real estate owned (8) (16) Interest expense credited to saving accounts 3,387 3,183 Dividend and interest income added to investments (80) (76) Loan fees deferred 36 8 Changes in assets and liabilities: (Increase) decrease in interest receivable (32) (162) Increase (decrease) in accrued interest payable 128 (105) Increase (decrease) in income tax payable 404 (53) (Increase) decrease in loans held for sale 437 -- Net increase(decrease) in other receivables & payables (677) (53) ______ ______ Total adjustments 3,957 2,927 ______ ______ Net cash provided by operations $ 6,085 $ 5,108 ====== ====== Supplemental schedule of noncash investing and financing activities: FHLB stock dividends not redeemed $ 47 $ 46 Dividends declared and unpaid 251 220 Acquisition of real estate in settlement of loans 157 86 Loans made to finance sale of REO 52 17 Net unrealized gain (loss) on investment securities available for sale 58 (55) Page 4 TEXARKANA FIRST FINANCIAL CORPORATION Notes to Unaudited Consolidated Financial Statements Basis of Presentation Texarkana First Financial Corporation (the "Company") was incorporated in March 1995 under Texas law for the purpose of acquiring all of the capital stock issued by First Federal Savings and Loan Association of Texarkana (the "Association") in connection with the Association's conversion from a federally chartered mutual savings and loan association to a stock savings and loan association (the "Conversion"). The Conversion was consummated on July 7, 1995 and, as a result, the Company became a unitary savings and loan holding company for the Association. Prior to the Conversion, the Company had no material assets or liabilities and engaged in no business activity. Subsequent to the acquisition of the Association, the Company has engaged in no significant activity other than holding the stock of the Association and engaging in certain passive investment activities. The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of results for the interim periods. The results of operations for the three and nine months ended June 30, 1997 are not necessarily indicative of the results to be expected for the year ending September 30, 1997. Although net income was consistent for the first three quarters, earnings for the full fiscal year will be impacted by the repurchase of Company stock, the new SAIF assessment rate and various economic conditions. The unaudited consolidated financial statements and notes thereto should be read in conjunction with the audited financial statements and notes thereto for the year ended September 30, 1996, contained in the Company's annual report to stockholders. Earnings Per Share Earnings per share is computed on the basis of the weighted-average number of shares of common stock outstanding. Stock options outstanding had no material dilutive effect on earnings per share. Shares acquired by the ESOP are accounted for in accordance with Statement of Position 93-6 and are not included in the weighted-average shares outstanding until the shares are committed to be released for allocation to ESOP participants. Page 5 Borrowed Funds In September 1996, the Company borrowed $475,000 from a local financial institution on a short-term basis, and sold $2.4 million of securities with repurchase agreements. The loan and the repurchase agreements matured in October 1996 and were repaid at that time. The borrowings provided cash needed on a temporary basis due to the payment of the $3.00 per share special one-time distribution to stockholders on September 25, 1996. Borrowings were utilized to minimize any loss from the sale of securities. In May 1997, the Association initiated a short-term, fixed rate advance from the Federal Home Loan Bank ("FHLB") in the amount of $1.6 million. At June 30, 1997, the balance was $1.5 million, at 5.53% maturing July 21, 1997. The Association intends to continue short-term borrowings from the FHLB. Recent Legislation The deposits of the Association are currently insured by the Savings Association Insurance Fund ("SAIF"). The underfunded status of the SAIF has resulted in the introduction of federal legislation intended to, among other things, recapitalize the SAIF and address the resulting premium disparity between the SAIF and the Bank Insurance Fund ("BIF"), the federal deposit insurance fund that covers commercial bank deposits. In September 1996, the Omnibus Appropriations Act was signed into law. This legislation authorized a one time charge of SAIF-insured institutions in the amount of .657 dollars for every one hundred dollars of assessable deposits. Additional provisions of the Act include new BIF and SAIF premiums and the merger of BIF and SAIF. The new BIF and SAIF premiums will include a premium for repayment of the Financing Corporation ("FICO") bonds plus any regular insurance assessment, currently nothing for the lowest risk category institutions. Until full pro- rata FICO sharing is in effect, the FICO premiums for BIF and SAIF will be 1.3 and 6.4 basis points, respectively, beginning January 1, 1997. Full pro-rata FICO sharing is to begin no later than January 1, 2000. BIF and SAIF are to be merged on January 1, 1999, provided the bank and savings association charters are merged by that date. As a result of this legislation, the Association's assessment amounted to $835,000 which was included in expense in September, the fourth quarter of fiscal 1996, and paid in November, the first quarter of fiscal 1997. While the one-time special assessment had a significant impact on the fiscal 1996 earnings, the resulting lower premiums will benefit future earnings. Recent Accounting Developments In May 1995, the FASB issued SFAS No. 122, "Accounting for Mortgage Servicing Rights", amending FASB Statement No. 65, "Accounting for Certain Mortgage Banking Activities", to require that a mortgage banking enterprise recognize as separate assets rights to service mortgage loans for others, however those servicing rights are acquired. Mortgage servicing rights are to be amortized in proportion to and over the period of estimated net servicing income and are to be evaluated for impairment based on their fair value. This Statement applies prospectively in fiscal years beginning after December 15, 1995, to transactions in which a mortgage banking enterprise sells or securitizes mortgage loans with servicing rights retained. The Company adopted SFAS No. 122 effective October 1, 1996, with no material impact on the Company's financial condition or results of operations. Page 6 FASB has issued final standards on earnings per share ("EPS") under two new pronouncements, Statement of Financial Accounting Standards No. 128 and SFAS 129 which include standards for computing and presenting EPS and for disclosing information about an entity's capital structure. The standards for EPS apply to entities with publicly held common stock or potential common stock, while the standards for disclosure about capital structure apply to all entities. The standards eliminate the presentation of primary EPS and require presentation of basic EPS, the principal difference being that common stock equivalents will not be considered in the computation of basic EPS. The standards also require dual presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and require a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS would include no dilution and would be computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS would reflect the potential dilution that could occur if the potential common shares were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. SFAS 128 and SFAS 129 are effective for periods ending after December 15, 1997 and earlier application is not permitted. The standards require restatement of all prior-period EPS data presented. Page 7 TEXARKANA FIRST FINANCIAL CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Financial Condition At June 30, 1997, the Company's assets amounted to $171.4 million as compared to $165.7 million at September 30, 1996. The $5.6 million (3.4%) increase was primarily due to an increase of $8.4 million (6.1%) in loans, partially offset by a $3.8 million (42.7%) decrease in cash and cash equivalents. Liabilities increased $5.1 million (3.7%) to $144.5 million at June 30, 1997 compared to $139.3 million at September 30, 1996 primarily due to a $7.1 million (5.3%) increase in deposits which was partially offset by a $1.3 million (45.7%) decrease in borrowed funds and a $467,000 (25.0%) decrease in borrowers' escrow balances (property tax payments are made in the first two quarters of the fiscal year). Stockholders' equity amounted to $26.9 million (15.7% of total assets) at June 30, 1997 compared to $26.4 million (15.9% of total assets) at September 30, 1996. The retained earnings balance reflects the $2.1 million net income from operations, less the $612,000 in dividends declared. The treasury stock balance reflects the purchases of 94,258 shares of common stock, at a cost of $1.5 million. The change in the balance of additional paid-in capital is primarily the result of the purchase of an additional 26,730 shares of the Company's common stock by the ESOP plan at a cost of $395,000. The change in the balance of common stock acquired by stock benefit plans reflects the purchase of the additional ESOP shares partially offset by vesting of shares in the benefit plans. The increase in deposits and the decrease in cash and cash equivalents provided the cash needed to fund the increase in loans, the repayment of borrowed funds and the repurchase of common shares to be held as treasury stock. The additional ESOP shares were purchased with the proceeds of dividends paid on unallocated shares. Asset quality remains strong with a ratio of nonperforming assets to total assets of .46% and .17% as of June 30, 1997 and September 30, 1996, respectively, and a ratio of nonperforming loans and debt restructurings to total loans of .40% and .15%, respectively. Comparison of Results of Operations for the Three Month and Nine Month Periods Ended June 30, 1997 and 1996 General. For the three months ended June 30, 1997, net income was $797,000 ($.48 per share) compared to $744,000 ($.42 per share) for the same period ended June 30, 1996. The increase of $53,000 (7.1%) in net income was due to an increase of $92,000 in net interest income and a decrease of $31,000 in net noninterest expense, which were partially offset by an increase of $70,000 in income tax expense. For the three months ended June 30, 1997 and June 30, 1996, return on average assets (ROA) was 1.87% and 1.82%, respectively, and return on average equity (ROE) was 11.79% and 8.96%, respectively. Page 8 For the nine months ended June 30, 1997, net income was $2.1 million ($1.25 per share) compared to $2.2 million ($1.19 per share) for the same period ended June 30, 1996. The decrease of $53,000 (2.4%) in net income was due to an increase of $110,000 in net noninterest expense and an increase of $58,000 in income tax expense, partially offset by an increase of $115,000 in net interest income. For the nine months ended June 30, 1997 and June 30, 1996, return on average assets (ROA) was 1.70% and 1.79%, respectively, and return on average equity (ROE) was 10.64% and 8.71%, respectively. Beginning in the third quarter of fiscal 1996, the Company began repurchasing common stock to be held as treasury stock and for employee benefit plans. As of June 30, 1997, 193,448 shares were purchased to be held as treasury stock and 62,935 shares were purchased for employee benefit plans. In the fourth quarter of fiscal 1996, a $5.7 million special distribution ($3.00 per share) was paid to stockholders. The resulting reductions of earning assets adversely affected interest income and the rate of return on average assets while the resulting reductions of stockholders' equity favorably affected the rate of return on average equity. Net Interest Income. For the three months ended June 30, 1997, net interest income increased $92,000 (5.8%) compared to the same period in 1996. The increase was due to an increase of $230,000 (7.2%) in interest income, partially offset by an increase of $138,000 (8.6%) in interest expense. For the third quarter of fiscal 1997 compared to the third quarter of fiscal 1996, the net interest margin was 4.03% and 3.96%, respectively, and the net interest spread was 3.25% and 2.96%, respectively. For the nine months ended June 30, 1997, net interest income increased $115,000 (2.5%) compared to the same period in 1996. The increase was due to an increase of $430,000 (4.5%) in interest income, partially offset by an increase of $315,000 (6.5%) in interest expense. For the nine month period of fiscal 1997 compared to the same period of fiscal 1996, the net interest margin was 3.93% and 3.92%, respectively, and the net interest spread was 3.15% and 2.90%, respectively. Interest Income. For the three months ended June 30, 1997, interest income increased $230,000 (7.2%) compared to the same period in 1996. The increase was the result of higher average balances and rates. Average earning assets increased to $166.5 million from $160.2 million and the average yield increased to 8.23% from 7.99%. For the nine months ended June 30, 1997, interest income increased $430,000 (4.5%) compared to the same period in 1996. The increase was the result of higher average balances and rates. Average earning assets increased to $163.1 million from $159.5 million and the average yield increased to 8.14% from 7.96%. Interest Expense. For the three months ended June 30, 1997, interest expense increased $138,000 (8.6%) compared to the same period in 1996. The increase was the result of higher average balances, partially offset by slightly lower rates. Average interest bearing liabilities increased to $140.5 million from $128.3 million and the average rate declined to 4.98% from 5.03% Page 9 For the nine months ended June 30, 1997, interest expense increased $315,000 (6.5%) compared to the same period in 1996. The increase was the result of higher average balances, partially offset by slightly lower rates. Average interest bearing liabilities increased to $137.3 million from $127.2 million and the average rate declined to 5.00% from 5.06%. Provision for Loan Losses. No provisions were made for loan losses during the nine months ended June 30, 1997. No provision for loan losses has been recorded for the last nine successive quarters due to the consistently favorable ratio of nonperforming loans to total loans of .40% at June 30, 1997, .40% at March 31, 1997, .15% at September 30, 1996 and .17% at September 30, 1995. At June 30, 1997 and September 30, 1996, the balance of the allowance for loan losses was $1.1 million and $1.1 million, respectively, and the ratio of the allowance for loan losses to nonperforming loans was 196.74% and 540.09%, respectively. Management believes that the current allowance for loan losses is adequate based upon prior loss experience, the volume and type of lending conducted by the Association, industry standards, past due loans and the current economic conditions in the market area. Noninterest Income. For the three months ended June 30, 1997, noninterest income decreased $24,000 (10.6%) compared to the same period in 1996. The decrease was primarily due to a decrease of $14,000 in loan origination fees. The decrease in loan origination fees was primarily the result of a decline in the number of mortgage loans originated. For the nine months ended June 30, 1997, noninterest income decreased $14,000 (2.5%) compared to the same period in 1996. The increase was primarily due to a decrease of $31,000 in loan origination fees, partially offset by an increase of $25,000 in other noninterest income. The decrease in loan origination fees was primarily the result of a decline in the number of mortgage loans originated and an increase in the number of independent third- party appraisals. The increase in other noninterest income was primarily due to increases in service charge income and gains from the sale of originated mortgage loans. For the nine months ended June 30, 1997 compared to the same period in 1996, the number of originated mortgage loans declined 9.7% while the amount of originations declined 2.6%, and the number of originated commercial and consumer loans increased 30.2% while the amount of originations increased 46.4%. Noninterest Expense. For the three months ended June 30, 1997, noninterest expense decreased $55,000 (8.4%) compared to the same period in 1996. The decrease was primarily due to a decrease of $50,000 in SAIF deposit insurance premiums. Page 10 For the nine months ended June 30, 1997, noninterest expense increased $96,000 (5.2%) compared to the same period in 1996. The increase was primarily due to increases of $67,000 in compensation expense and $171,000 in benefits expense, which were partially offset by decreases of $127,000 in SAIF deposit insurance premiums and $20,000 in other noninterest expense. The increase in compensation expense was primarily due to the addition of two staff members, one in the second quarter and one in the third quarter of fiscal 1996. The increase in benefits expense was primarily due to accrued expenses for the annual vesting of 20% of the shares awarded under the Management Recognition Plans for directors and officers, approved by stockholders in January of 1996. The decrease in other noninterest expense was primarily due to a decrease in legal expense. Liquidity and Capital Resources The Company's assets consist primarily of cash and cash equivalents and the shares of the Association's common stock. The Company has no significant liabilities. The Association's deposit retention and growth has remained steady. Although the ratio of loans to deposits increased to 103.6% at June 30, 1997 from 102.8% at September 30, 1996, liquidity remains adequate for current operating needs. At June 30, 1997, the Association's liquidity ratio was 11.9% compared to the required regulatory minimum of 5.0%. The Company's and the Association's regulatory capital remains well in excess of all applicable regulatory requirements. At June 30, 1997, the Company's tangible, core and risk-based capital ratios were 15.7%, 15.7% and 26.2%, respectively, and the Association's tangible, core and risk-based capital ratios were 15.6%, 15.6% and 26.1%, respectively, compared to regulatory requirements of 1.5%, 3.0% and 8.0%, respectively. Page 11 TEXARKANA FIRST FINANCIAL CORPORATION Part II Item 1. Legal Proceedings Neither the Company nor the Association is involved in any pending legal proceedings other than non-material legal proceedings occurring in the ordinary course of business. 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 On October 30, 1996, the Company announced a plan to repurchase up to 94,228 shares (5%) of the Company's outstanding common stock and all shares were repurchased as of June 30, 1997. The repurchased shares will be held as treasury stock and will be available for general corporate purposes. On June 24, 1997, the Company declared a quarterly dividend in the amount of $.14 per share, payable July 25, 1997 to stockholders of record on July 11, 1997. The dividend of $.14 represents a 24.4% increase over the previous quarterly rate of $.1125 per share. Item 6. Exhibits and Reports on Form 8-K No reports on Form 8-K were filed during the period. Page 12 TEXARKANA FIRST FINANCIAL CORPORATION 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. TEXARKANA FIRST FINANCIAL CORPORATION /s/ James W. McKinney Date: August 7, 1997 By: ______________________________ James W. McKinney Chairman and CEO /s/ James L. Sangalli Date: August 7, 1997 By: ______________________________ James L. Sangalli Chief Financial Officer Page 13