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 March 31, 1998 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) (870) 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 March 31, 1998, there were issued and outstanding 1,758,692 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 March 31, 1998 (unaudited) and September 30, 1997 1 Consolidated Statements of Income for the three and six months ended March 31, 1998 and 1997 (unaudited) 2 Consolidated Statements of Cash Flows for the six months ended March 31, 1998 and 1997 (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 March 31, September 30 1998 1997 ASSETS Cash and cash equivalents Cash & due from banks........................ $ 1,473 $ 1,147 Interest bearing deposits in other banks..... 3,474 3,331 Federal funds sold........................... 4,025 1,575 ________ ________ Total cash and cash equivalents............ 8,972 6,053 Investment securities available-for-sale....... 22,403 18,767 Mortgage-backed securities held-to-maturity.... 1,124 1,293 Federal Home Loan Bank stock................... 1,150 1,116 Loans receivable, net of unearned income....... 148,034 148,471 Allowance for loan losses...................... (1,123) (1,124) Accrued interest receivable.................... 1,196 1,176 Foreclosed real estate, net.................... 145 127 Premises and equipment, net.................... 2,432 2,382 Other assets................................... 443 449 ________ ________ Total assets............................... $184,776 $178,710 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Deposits....................................... $148,377 $143,207 Advances from borrowers for taxes & insurance.. 1,127 1,920 Borrowed funds................................. 6,022 4,989 Accrued federal income tax..................... 389 302 Accrued state income tax....................... 180 216 Accrued expenses and other liabilities......... 551 696 ________ ________ Total liabilities.......................... 156,646 151,330 ________ ________ Commitments and contingencies.................. - - - - ________ ________ Common stock, $0.01 par value; 15,000,000 shares authorized; 1,983,750 shares issued ..................... 20 20 Additional paid-in capital..................... 13,596 13,485 Common stock acquired by stock benefit plans... (1,934) (2,208) Treasury stock, at cost, 225,058 shares and 196,745 shares September 30, 1997............ (3,831) (3,103) Retained earnings-substantially restricted..... 20,201 19,105 Net unrealized gain (loss) on investment securities available for sale, net of tax.... 78 81 ________ ________ Total stockholders' equity................. 28,130 27,380 ________ ________ Total liabilities and stockholders' equity. $184,776 $178,710 ======== ======== 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 Six Months Ended Ended March 31, March 31, 1998 1997 1998 1997 Interest Income Loans First mortgage loans................... $2,838 $2,646 $5,672 $5,250 Consumer and other loans............... 335 291 665 578 Investment securities.................... 322 320 623 634 Mortgage-backed and related securities... 146 26 275 54 ______ ______ ______ ______ Total Interest Income.................. 3,641 3,283 7,235 6,516 ______ ______ ______ ______ Interest Expense Deposits................................. 1,841 1,686 3,678 3,380 Borrowed funds........................... 89 1 175 7 ______ ______ ______ ______ Total Interest Expense................. 1,930 1,687 3,853 3,387 ______ ______ ______ ______ Net Interest Income.................... 1,711 1,596 3,382 3,129 Provision for loan losses................ - - - - - - - - ______ ______ ______ ______ Net Interest Income After Provision.... 1,711 1,596 3,382 3,129 ______ ______ ______ ______ Noninterest Income Gain on sale of repossessed assets, net.. 3 - - 5 - - Loan origination and commitment fees..... 106 60 192 128 Investment securities gains (losses), net - - - - - - - - Other.................................... 216 103 384 209 ______ ______ ______ ______ Total Noninterest Income............... 325 163 581 337 ______ ______ ______ ______ Noninterest Expense Compensation and benefits................ 535 433 1,046 908 Occupancy and equipment.................. 51 42 105 84 SAIF deposit insurance premium........... 23 5 45 79 Provision & loss on foreclosed real estate - - - - - - - - Other.................................... 142 146 286 280 ______ ______ ______ ______ Total Noninterest Expense.............. 751 626 1,482 1,351 ______ ______ ______ ______ Income Before Income Taxes................. 1,285 1,133 2,481 2,115 Income tax expense......................... 477 421 917 784 ______ ______ ______ ______ Net Income................................. $ 808 $ 712 $1,564 $1,331 ====== ====== ====== ====== Earnings Per Share - basic................. $ 0.49 $ 0.42 $ 0.95 $ 0.78 Earnings Per Share - diluted............... $ 0.47 $ 0.42 $ 0.91 $ 0.77 Weighted average shares - basic............ 1,634 1,691 1,640 1,708 Weighted average shares - diluted.......... 1,719 1,718 1,725 1,734 Dividends per share........................ $.1400 $.1125 $.2800 $.2250 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) Six Months Ended March 31, 1998 1997 Cash Flows From Operating Activities: Interest and dividends received.................... $ 7,177 $ 6,522 Miscellaneous income received...................... 576 337 Interest paid...................................... (1,385) (1,043) Cash paid to suppliers and employees............... (1,230) (1,840) Cash from loans sold............................... 7,890 1,173 Cash paid for loans originated to sell............. (5,165) (1,051) Income taxes paid.................................. (866) (237) _______ _______ Net Cash Provided By Operating Activities........ 6,997 3,861 _______ _______ Cash Flows From Investing Activities: Proceeds from call and maturity of securities...... 8,605 1,500 Proceeds from sale of securities available for sale - - 2,420 Purchases of securities available for sale......... (10,146) (2,500) Purchases of mortgage-backed securities............ (2,841) - - Principal collected on mortgage-backed securities.. 899 126 Purchase of fixed assets........................... (102) (322) Net (increase) in loans............................ (2,229) (3,792) Cash paid for REO held for resale.................. (17) (8) Proceeds from sale of REO and other REO recoveries. 64 14 _______ _______ Net Cash (Used) By Investing Activities.......... (5,767) (2,562) _______ _______ Cash Flows From Financing Activities: Net increase (decrease) in savings, demand deposits, and certificates of deposit..... 2,668 3,415 Net increase (decrease) in escrow funds............ (793) (853) Net increase (decrease) in funds borrowed.......... 1,033 (2,815) Purchase of treasury stock......................... (730) (734) Stock options exercised............................ 8 - - Purchase of common stock for employee benefit plans - - (9) Cash dividends paid on common stock................ (497) (418) _______ _______ Net Cash Provided(Used) By Financing Activities.. 1,689 (1,414) _______ _______ Net increase(Decrease) In Cash & Cash Equivalents 2,919 (115) Cash and Cash Equivalents, beginning of period....... 6,053 8,860 _______ _______ Cash and Cash Equivalents, end of period............. $ 8,972 $ 8,745 ======= ======= The accompanying notes are an integral part of this statement. Page 3 TEXARKANA FIRST FINANCIAL CORPORATION SUPPLEMENTAL INFORMATION CONCERNING CASH FLOWS Six Months Ended March 31, 1998 1997 Reconciliation of net income to cash provided by operating activities: Net income........................................... $ 1,564 $ 1,331 _______ _______ Adjustments to reconcile net income to cash provided by operating activities: Depreciation....................................... 52 40 Amortization of discounts and premiums............. 15 (23) Amortization of deferred loan fees................. (20) (6) Amortization of stock acquired by benefit plans.... 300 260 Interest expense credited to saving accounts....... 2,502 2,249 Dividend and interest income added to investments.. (58) (53) Loan fees deferred................................. 22 13 Changes in assets and liabilities: (Increase) decrease in interest receivable......... (20) 76 Increase (decrease) in accrued interest payable.... (34) 95 Increase (decrease) in income tax payable.......... 51 554 Increase (decrease) in other receivables & payables 2,623 (675) _______ _______ Total adjustments................................ 5,433 2,530 _______ _______ Net cash provided by operations...................... $ 6,997 $ 3,861 ======= ======= Supplemental schedule of noncash investing and financing activities: FHLB stock dividends not redeemed................ $ 34 $ 31 Acquisition of real estate in settlement of loans 70 157 Loans made to finance sale of REO................ 76 - - Net unrealized gain (loss) on investment securities available for sale.................. 4 24 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 six months ended March 31, 1998 are not necessarily indicative of the results to be expected for the year ending September 30, 1998. Although net income was consistent for the first two quarters, earnings for the full fiscal year will be impacted by the repurchase of Company stock 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, 1997, contained in the Company's annual report to stockholders. Earnings Per Share Basic earnings per share is computed on the basis of the weighted- average number of shares of common stock outstanding. Stock options outstanding are included in the calculation of fully diluted 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. Borrowed Funds Borrowed funds consist primarily of short-term, fixed rate advances from the Federal Home Loan Bank ("FHLB"). At March 31, 1998, the balance was $6.0 million, at 5.55% maturing April 27, 1998. At September 30, 1997, the balance was $5.0 million, at 5.54% maturing October 24, 1997. Page 5 Recent Legislation The deposits of the Association are currently insured by the Savings Association Insurance Fund ("SAIF"). The previously underfunded status of the SAIF 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. 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. 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 6 Year 2000 - Millennium Computer systems which are unable to recognize the year 2000 could fail or create erroneous results by or at the year 2000 if the problem is not corrected. Many existing computer programs use only two digits to identify a year in the date field. Such programs, designed and developed without considering the impact of a change in the century, are unable to distinguish the year 2000 from the year 1900. The year 2000 issue affects virtually all companies and organizations. Many companies must undertake major projects to address the issue. Each company's potential costs and uncertainties depend on a number of factors, including its software and hardware and the nature of its industry. Like most financial service providers, the Company could be significantly affected by software and hardware both within the Company and with other companies with whom it electronically or operationally interfaces, including other financial service organizations, vendors providing data processing services, other suppliers, customers, creditors and borrowers. Management is aware of the potential problems and the costs required to prevent material adverse consequences. Management has adopted a Year 2000 Plan, approved by the Board of Directors, and has appointed a committee to implement the plan. The committee has assessed the Company's exposure; scheduled necessary inhouse hardware and software upgrades and replacements; initiated formal communications with all major outside vendors, suppliers, creditors and borrowers; scheduled testing of all operating systems; and provided for a contingency plan for all critical systems. The Company believes that its Year 2000 Plan will prevent any material adverse impact on the operations of the Company and its subsidiary. Implementation of the Year 2000 Plan involves direct and indirect costs to the Company. Direct costs include hardware and software upgrades and replacements, potential charges by third party software vendors, and resulting costs if the contingency plan for critical systems must be implemented. Indirect costs principally consist of existing employee time related to implementation of the Year 2000 Plan. Both direct and indirect costs will be charged to earnings as incurred. Such costs have not been material to date and based on estimated costs within the Year 2000 Plan, management does not expect such costs to have a material impact on the Company's financial condition or results of operations. Page 7 TEXARKANA FIRST FINANCIAL CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Financial Condition At March 31, 1998, the Company's assets amounted to $184.8 million as compared to $178.7 million at September 30, 1997. The $6.1 million (3.4%) increase was primarily due to increases of $3.5 million (16.5%) in investments and $2.9 million (48.2%) in cash and cash equivalents, partially offset by a decrease of $.4 million (.3%) in loans, net of unearned income. Liabilities increased $5.3 million (3.5%) to $156.6 million at March 31, 1998 compared to $151.3 million at September 30, 1997 primarily due to increases of $5.2 million (3.6%) in deposits and $1.0 million (20.7%) in borrowed funds, partially offset by a $.8 million (41.3%) decrease in borrowers' escrow balances (property tax payments are made in the first two quarters of the fiscal year). The increase in investments and the increase in borrowed funds was the result of using short-term advances from the FHLB to purchase GNMA adjustable rate mortgage-backed securities. The decrease in loans, net of unearned income, was the result of $7.9 million of loans sold during the six-month period ended March 31, 1998. Stockholders' equity amounted to $28.1 million (15.2% of total assets) at March 31, 1998 compared to $27.4 million (15.3% of total assets) at September 30, 1997. The retained earnings balance reflects the $1,564,000 net income from operations, less the $457,000 in dividends declared. The treasury stock balance reflects the net increase of 28,313 shares of common stock. Asset quality remains strong with a ratio of nonperforming assets to total assets of .23% and .23% as of March 31, 1998 and September 30, 1997, respectively, and a ratio of nonperforming loans and debt restructurings to total loans of .19% and .19%, respectively. Page 8 Comparison of Results of Operations for the Three Month and Six Month Periods Ended March 31, 1998 and 1997 General. For the three months ended March 31, 1998, net income was $808,000 compared to $712,000 for the same period ended March 31, 1997. The increase of $96,000 (13.5%) in net income was due to an increase of $115,000 in net interest income and a decrease of $37,000 in net noninterest expense, which were partially offset by an increase of $56,000 in income tax expense. For the three months ended March 31, 1998 and March 31, 1997, return on average assets (ROA) was 1.78% and 1.74%, respectively, return on average equity (ROE) was 11.78% and 10.82%, respectively, and the operating efficiency ratio was 36.9% and 35.6%, respectively. For the six months ended March 31, 1998, net income was $1,564,000 compared to $1,331,000 for the same period ended March 31, 1997. The increase of $233,000 (17.5%) in net income was due to an increase of $253,000 in net interest income and a decrease of $113,000 in net noninterest expense, which were partially offset by an increase of $133,000 in income tax expense. For the six months ended March 31, 1998 and March 31, 1997, return on average assets (ROA) was 1.72% and 1.62%, respectively, return on average equity (ROE) was 11.32% and 10.06%, respectively, and the operating efficiency ratio was 37.4% and 39.0%, respectively. Net Interest Income. For the three months ended March 31, 1998, net interest income increased $115,000 (7.2%) compared to the same period in 1997. The increase was due to an increase of $358,000 (10.9%) in interest income, partially offset by an increase of $243,000 (14.4%) in interest expense. For the second quarter of fiscal 1998 compared to the second quarter of fiscal 1997, the net interest margin was 3.87% and 3.98%, respectively, and the net interest spread was 3.07% and 3.20%, respectively. For the six months ended March 31, 1998, net interest income increased $253,000 (8.1%) compared to the same period in 1997. The increase was due to an increase of $719,000 (11.0%) in interest income, partially offset by an increase of $466,000 (13.8%) in interest expense. For the six month period of fiscal 1998 compared to the same period of fiscal 1997, the net interest margin was 3.82% and 3.89%, respectively, and the net interest spread was 3.03% and 3.09%, respectively. Interest Income. For the three months ended March 31, 1998, interest income increased $358,000 (10.9%) compared to the same period in 1997. The increase was the result of higher average balances and rates. Average earning assets increased to $179.4 million from $162.5 million and the average yield increased to 8.23% from 8.19%. Page 9 For the six months ended March 31, 1998, interest income increased $719,000 (11.0%) compared to the same period in 1997. The increase was the result of higher average balances and rates. Average earning assets increased to $177.5 million from $161.4 million and the average yield increased to 8.17% from 8.10%. Interest Expense. For the three months ended March 31, 1998, interest expense increased $243,000 (14.4%) compared to the same period in 1997. The increase was the result of higher average balances and rates. Average interest bearing liabilities increased to $151.8 million from $137.0 million and the average rate increased to 5.16% from 4.99%. For the six months ended March 31, 1998, interest expense increased $466,000 (13.8%) compared to the same period in 1997. The increase was the result of higher average balances and rates. Average interest bearing liabilities increased to $150.2 million from $135.8 million and the average rate increased to 5.15% from 5.00%. Provision for Loan Losses. No provisions were made for loan losses during the three months ended March 31, 1998. No provision for loan losses has been recorded for the last twelve successive quarters due to the consistently favorable ratio of nonperforming loans to total loans of .19% at March 31, 1998, .19% at September 30, 1997 and .15% at September 30, 1996. At March 31, 1998 and September 30, 1997, 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 408.36% and 401.43%, 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 March 31, 1998, noninterest income increased $162,000 (99.4%) compared to the same period in 1997. The increase was primarily due to increases of $87,000 in net gain on sale of loans and $46,000 in loan origination fees. The increases were the result of increases in the number and amount of mortgage loans originated and sold. For the six months ended March 31, 1998, noninterest income increased $244,000 (72.4%) compared to the same period in 1997. The increase was primarily due to increases of $153,000 in net gain on sale of loans and $64,000 in loan origination fees. The increases were the result of increases in the number and amount of mortgage loans originated and sold. Page 10 Noninterest Expense. For the three months ended March 31, 1998, noninterest expense increased $125,000 (20.0%) compared to the same period in 1997. The increase was primarily due to increases of $102,000 in compensation and benefits, $9,000 in occupancy and equipment and $18,000 in SAIF deposit insurance premiums, all of which were partially offset by a decrease of $4,000 in other expense. For the six months ended March 31, 1998, noninterest expense increased $131,000 (9.7%) compared to the same period in 1997. The increase was primarily due to increases of $138,000 in compensation and benefits, $21,000 in occupancy and equipment and $6,000 in other expense, all of which were partially offset by a decrease of $34,000 in SAIF deposit insurance premiums. 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. The ratio of loans to deposits was 99.8% at March 31, 1998 and 103.7% at September 30, 1997. From September 30, 1997 to March 31, 1998, investments available for sale increased $3.6 million (19.4%) and cash and cash equivalents increased $2.9 million (48.2%). Liquidity remains adequate for current operating needs. At March 31, 1998, the Association's liquidity ratio was 13.2% compared to the required regulatory minimum of 4.0%. The Company's and the Association's regulatory capital remains well in excess of all applicable regulatory requirements. At March 31, 1998, the Company's tangible, core and risk-based capital ratios were 15.19%, 15.19% and 26.17%, respectively, and the Association's tangible, core and risk-based capital ratios were 14.78%, 14.78% and 25.46%, 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 The Annual Meeting of Stockholders of the Company was held on January 27, 1998. The Information required herein is incorporated by reference from the Notice of Annual Meeting of Stockholders and Proxy Statement dated and filed December 22, 1997. Stockholders elected all directors which were proposed for nomination and ratified the appointment of Wilf & Henderson, P.C. as the Company's independent auditors. Item 5. Other Information On August 1, 1997, the Company announced a plan to repurchase up to 89,515 shares (5%) of the Company's outstanding common stock and 32,213 shares have been repurchased as of March 31, 1998. The repurchased shares will be held as treasury stock and will be available for general corporate purposes. On March 31, 1998, the Company declared a quarterly dividend in the amount of $.14 per share, payable April 28, 1998 to stockholders of record on April 14, 1998. Item 6. Exhibits and Reports on Form 8-K Exhibit 11 - Earnings Per Share Computation No reports on Form 8-K were filed during the period. Page 12 TEXARKANA FIRST FINANCIAL CORPORATION SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. TEXARKANA FIRST FINANCIAL CORPORATION /s/ James W. McKinney Date: May 5, 1998 By: _________________________ James W. McKinney Chairman and CEO /s/ James L. Sangalli Date: May 5, 1998 By: _________________________ James L. Sangalli Chief Financial Officer Page 13 Form 10-Q Exhibit 11 EARNINGS PER SHARE COMPUTATION Three Months Ended Six Months Ended March 31, March 31, _____________________ _____________________ 1998 1997 1998 1997 __________ __________ __________ __________ Net Income..................$ 807,612 $ 712,336 $1,563,883 $1,331,141 ========= ========= ========= ========= Weighted average shares: Common shares outstanding.. 1,634,042 1,691,255 1,640,167 1,707,703 Common stock equivalents due to assumed exercise of stock options.......... 85,113 26,454 85,253 26,344 _________ _________ _________ _________ Common and common equivalent shares. 1,719,155 1,717,709 1,725,420 1,734,047 ========= ========= ========= ========= Earnings per common share: Basic...................... $ .494 $ .421 $ .953 $ .779 Diluted.................... $ .470 $ .415 $ .906 $ .768