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, 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 June 30, 1998, there were issued and outstanding 1,737,692 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 June 30, 1998 (unaudited) and September 30, 1997 1 Consolidated Statements of Income for the three and nine months ended June 30, 1998 and 1997 (unaudited) 2 Consolidated Statements of Cash Flows for the nine months ended June 30, 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 June 30, September 30, 1998 1997 ASSETS Cash and cash equivalents Cash & due from banks......................... $ 1,413 $ 1,147 Interest bearing deposits in other banks...... 3,146 3,331 Federal funds sold............................ 2,525 1,575 ________ ________ Total cash and cash equivalents............. 7,084 6,053 Investment securities available-for-sale........ 25,904 18,767 Mortgage-backed securities held-to-maturity..... 1,002 1,293 Federal Home Loan Bank stock.................... 1,168 1,116 Loans receivable, net of unearned income........ 151,020 148,471 Allowance for loan losses....................... (1,007) (1,124) Accrued interest receivable..................... 1,396 1,176 Foreclosed real estate, net..................... - - 127 Premises and equipment, net..................... 2,417 2,382 Other assets.................................... 573 449 ________ ________ Total assets.................................. $189,557 $178,710 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Deposits........................................ $151,449 $143,207 Advances from borrowers for taxes & insurance... 1,570 1,920 Borrowed funds.................................. 7,100 4,989 Accrued federal income tax...................... 361 302 Accrued state income tax........................ 192 216 Accrued expenses and other liabilities.......... 675 696 ________ ________ Total liabilities............................. 161,347 151,330 ________ ________ 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...................... 13,662 13,485 Common stock acquired by stock benefit plans.... (1,889) (2,208) Treasury stock, at cost, 246,058 shares and 196,745 shares September 30, 1997............. (4,449) (3,103) Retained earnings-substantially restricted...... 20,817 19,105 Net unrealized gain (loss) on investment securities available for sale, net of tax..... 49 81 ________ ________ Total stockholders' equity.................. 28,210 27,380 ________ ________ Total liabilities and stockholders' equity.. $189,557 $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 Nine Months Ended Ended June 30, June 30, 1998 1997 1998 1997 Interest Income Loans First mortgage loans................... $2,838 $2,758 $8,510 $8,008 Consumer and other loans............... 342 310 1,007 888 Investment securities.................... 369 309 992 943 Mortgage-backed and related securities... 137 38 412 92 ______ ______ ______ ______ Total Interest Income.................. 3,686 3,415 10,921 9,931 ______ ______ ______ ______ Interest Expense Deposits................................. 1,909 1,735 5,587 5,115 Borrowed funds........................... 89 9 264 16 ______ ______ ______ ______ Total Interest Expense................. 1,998 1,744 5,851 5,131 ______ ______ ______ ______ Net Interest Income.................... 1,688 1,671 5,070 4,800 Provision for loan losses................ (100) - - (100) - - ______ ______ ______ ______ Net Interest Income After Provision.... 1,788 1,671 5,170 4,800 ______ ______ ______ ______ Noninterest Income Gain on sale of repossessed assets, net.. (1) 8 4 8 Loan origination and commitment fees..... 104 79 296 207 Investment securities gains (losses), net - - - - - - - - Other.................................... 160 115 544 324 ______ ______ ______ ______ Total Noninterest Income............... 263 202 844 539 ______ ______ ______ ______ Noninterest Expense Compensation and benefits................ 519 421 1,565 1,329 Occupancy and equipment.................. 55 40 160 124 SAIF deposit insurance premium........... 22 22 67 101 Provision & loss on foreclosed real estate - - - - - - - - Other.................................... 136 119 422 399 ______ ______ ______ ______ Total Noninterest Expense.............. 732 602 2,214 1,953 ______ ______ ______ ______ Income Before Income Taxes................. 1,319 1,271 3,800 3,386 Income tax expense......................... 477 474 1,394 1,258 ______ ______ ______ ______ Net Income................................. $ 842 $ 797 $2,406 $2,128 ====== ====== ====== ====== Earnings Per Share - basic................. $ 0.52 $ 0.48 $ 1.47 $ 1.25 Earnings Per Share - diluted............... $ 0.49 $ 0.46 $ 1.40 $ 1.22 Weighted average shares - basic............ 1,629 1,676 1,636 1,697 Weighted average shares - diluted.......... 1,716 1,723 1,724 1,745 Dividends per share........................ $ .140 $ .140 $ .420 $ .365 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, 1998 1997 Cash Flows From Operating Activities: Interest and dividends received..................... $10,636 $ 9,804 Miscellaneous income received....................... 840 531 Interest paid....................................... (2,087) (1,616) Cash paid to suppliers and employees................ (1,793) (2,217) Cash from loans sold................................ 10,651 1,488 Cash paid for loans originated to sell.............. (7,713) (1,051) Income taxes paid................................... (1,346) (854) _______ _______ Net Cash Provided By Operating Activities......... 9,188 6,085 _______ _______ Cash Flows From Investing Activities: Proceeds from call and maturity of securities....... 8,605 4,840 Proceeds from sale of securities available for sale. - - - - Purchases of securities available for sale.......... (12,631) (3,800) Purchases of mortgage-backed securities............. (4,482) (1,725) Principal collected on mortgage-backed securities... 1,628 207 Purchase of fixed assets............................ (116) (379) Net (increase) in loans............................. (5,669) (8,843) Cash paid for REO held for resale................... (19) (46) Proceeds from sale of REO and other REO recoveries.. 390 77 _______ _______ Net Cash (Used) By Investing Activities........... (12,294) (9,669) _______ _______ Cash Flows From Financing Activities: Net increase (decrease) in savings, demand deposits, and certificates of deposit...... 4,459 3,673 Net increase (decrease) in escrow funds............. (350) (467) Net increase (decrease) in funds borrowed........... 2,111 (1,306) Purchase of treasury stock.......................... (1,348) (1,462) Stock options exercised............................. 8 - - Purchase of common stock for employee benefit plans. - - (9) Cash dividends paid on common stock................. (743) (624) _______ _______ Net Cash Provided(Used) By Financing Activities... 4,137 (195) _______ _______ Net increase(Decrease) In Cash & Cash Equivalents. 1,031 (3,779) _______ _______ Cash and Cash Equivalents, beginning of period........ 6,053 8,860 _______ _______ Cash and Cash Equivalents, end of period.............. $ 7,084 $ 5,081 ======= ======= 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, 1998 1997 Reconciliation of net income to cash provided by operating activities: Net income............................................ $ 2,406 $ 2,128 _______ _______ Adjustments to reconcile net income to cash provided by operating activities: Depreciation........................................ 81 48 Amortization of discounts and premiums.............. 33 (22) Amortization of deferred loan fees.................. (26) (29) Amortization of stock acquired by benefit plans..... 458 365 (Gain) loss on sales of real estate owned........... (5) (8) Provision for loan losses........................... (100) - - Interest expense credited to saving accounts........ 3,784 3,387 Dividend and interest income added to investments... (88) (80) Loan fees deferred.................................. 30 36 Changes in assets and liabilities: (Increase) decrease in interest receivable.......... (220) (32) Increase (decrease) in accrued interest payable..... (20) 128 Increase (decrease) in income tax payable........... 35 404 Increase (decrease) in other receivables & payables. 2,820 (240) _______ _______ Total adjustments................................. 6,782 3,957 _______ _______ Net cash provided by operations....................... $ 9,188 $ 6,085 ======= ======= Supplemental schedule of noncash investing and financing activities: FHLB stock dividends not redeemed................. $ 51 $ 47 Acquisition of real estate in settlement of loans. 254 157 Loans made to finance sale of REO................. 126 52 Net unrealized gain (loss) on investment securities available for sale.............................. 19 58 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, 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 three 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. Page 5 Borrowed Funds Borrowed funds consist primarily of short-term, fixed rate advances from the Federal Home Loan Bank ("FHLB"). At June 30, 1998, the balance was $7.1 million, at 5.57% maturing July 29, 1998. At September 30, 1997, the balance was $5.0 million, at 5.54% maturing October 24, 1997. 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. The FICO authorized assessment stipulated that the BIF rate must equal one-fifth the SAIF rate through year-end 1999. or until the insurance funds are merged, whichever comes first. Thereafter, BIF and SAIF payers will be assessed pro rata for FICO. FICO rates are adjusted quarterly to reflect changes in the assessment bases of the insurance funds. Beginning January 1, 1997, the FICO premiums for BIF and SAIF were 1.3 and 6.4 basis points, respectively. For June 30, 1998, the FICO premium for BIF and SAIF were 1.22 and 6.10 basis points, respectively. 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. 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. 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 in-house 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 June 30, 1998, the Company's assets amounted to $189.6 million as compared to $178.7 million at September 30, 1997. The $10.8 million (6.1%) increase was primarily due to increases of $6.9 million (32.6%) in investments, $2.5 million (1.7%) in loans, net of unearned income and $1.0 million (17.0%) in cash and cash equivalents. Liabilities increased $10.0 million (6.6%) to $161.3 million at June 30, 1998 compared to $151.3 million at September 30, 1997 primarily due to increases of $8.2 million (5.8%) in deposits and $2.1 million (42.3%) in borrowed funds, partially offset by a $.4 million (18.2%) decrease in borrowers' escrow balances (property tax payments are made in the first two quarters of the fiscal year). The increase in loans was the net result after the sale of $10.7 million of loans during the nine-month period ended June 30, 1998. The increase in deposits and borrowed funds along with the proceeds from the sale of loans provided funds for the additional loan demand and for additional investments. Stockholders' equity amounted to $28.2 million (14.9% of total assets) at June 30, 1998 compared to $27.4 million (15.3% of total assets) at September 30, 1997. The retained earnings balance reflects the $2,406,000 net income from operations, less dividends declared. The treasury stock balance reflects the net increase of 49,313 shares of common stock. Asset quality remains strong with a ratio of nonperforming assets to total assets of .12% and .23% as of June 30, 1998 and September 30, 1997, respectively, and a ratio of nonperforming loans and debt restructurings to total loans of .15% and .19%, respectively. Page 8 Comparison of Results of Operations for the Three Month and Nine Month Periods Ended June 30, 1998 and 1997 General. For the three months ended June 30, 1998, net income was $842,000 compared to $797,000 for the same period ended June 30, 1997. The increase of $45,000 (5.6%) in net income was due to an increase of $17,000 in net interest income, a $100,000 credit to provision for loan losses and an increase of $61,000 in noninterest income, all of which were partially offset by increases of $130,000 in noninterest expense and $3,000 in income tax expense. The income tax expense includes a $15,000 credit from a refund for a prior year amended state return. For the three months ended June 30, 1998 and June 30, 1997, return on average assets (ROA) was 1.80% and 1.87%, respectively, return on average equity (ROE) was 11.97% and 11.79%, respectively, and the operating efficiency ratio was 37.5% and 32.1%, respectively. For the nine months ended June 30, 1998, net income was $2,406,000 compared to $2,128,000 for the same period ended June 30, 1997. The increase of $278,000 (13.1%) in net income was due to an increase of $270,000 in net interest income, a $100,000 credit to provision for loan losses and an increase of $305,000 in noninterest income, all of which were partially offset by increases of $261,000 in noninterest expense and $136,000 in income tax expense. For the nine months ended June 30, 1998 and June 30, 1997, return on average assets (ROA) was 1.75% and 1.70%, respectively, return on average equity (ROE) was 11.54% and 10.64%, respectively, and the operating efficiency ratio was 37.4% and 36.6%, respectively. Net Interest Income. For the three months ended June 30, 1998, net interest income increased $17,000 (1.0%) compared to the same period in 1997. The increase was due to an increase of $271,000 (7.9%) in interest income, partially offset by an increase of $254,000 (14.6%) in interest expense. For the third quarter of fiscal 1998 compared to the third quarter of fiscal 1997, the net interest margin was 3.69% and 4.03%, respectively, and the net interest spread was 2.90% and 3.25%, respectively. For the nine months ended June 30, 1998, net interest income increased $270,000 (5.6%) compared to the same period in 1997. The increase was due to an increase of $990,000 (10.0%) in interest income, partially offset by an increase of $720,000 (14.0%) in interest expense. For the nine month period of fiscal 1998 compared to the same period of fiscal 1997, the net interest margin was 3.78% and 3.93%, respectively, and the net interest spread was 2.98% and 3.15%, respectively. Page 9 Interest Income. For the three months ended June 30, 1998, interest income increased $271,000 (7.9%) compared to the same period in 1997. The increase was the result of higher average balances partially offset by lower rates. Average earning assets increased to $183.3 million from $166.5 million and the average yield declined to 8.07% from 8.23%. For the nine months ended June 30, 1998, interest income increased $990,000 (10.0%) compared to the same period in 1997. The increase was the result of higher average balances. Average earning assets increased to $179.4 million from $163.1 million and the average yield was 8.14% for both periods. Interest Expense. For the three months ended June 30, 1998, interest expense increased $254,000 (14.6%) compared to the same period in 1997. The increase was the result of higher average balances and rates. Average interest bearing liabilities increased to $155.1 million from $140.5 million and the average rate increased to 5.17% from 4.98%. For the nine months ended June 30, 1998, interest expense increased $720,000 (14.0%) 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 $137.3 million and the average rate increased to 5.15% from 5.00%. Provision for Loan Losses. During the three months ended June 30, 1998, the allowance for loan losses was reduced by $100,000 with a credit to the provision for loan losses. The adjustment reduced the amount of the unallocated reserve allowance. No provision for loan losses had been recorded for the previous twelve successive quarters due to the consistently favorable ratio of nonperforming loans to total loans. Asset quality remains excellent with a ratio of nonperforming loans to total loans of .15% at June 30, 1998 and .19% at September 30, 1997. At June 30, 1998 and September 30, 1997, the balance of the allowance for loan losses was $1.0 million and $1.1 million, respectively, and the ratio of the allowance for loan losses to nonperforming loans was 445.58% 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 June 30, 1998, noninterest income increased $61,000 (30.2%) compared to the same period in 1997. The increase was primarily due to increases of $44,000 in net gain on sale of loans and $25,000 in loan origination fees. The increases were the result of increases in the number and amount of mortgage loans originated and sold. Page 10 For the nine months ended June 30, 1998, noninterest income increased $305,000 (56.6%) compared to the same period in 1997. The increase was primarily due to increases of $192,000 in net gain on sale of loans and $89,000 in loan origination fees. The increases were the result of increases in the number and amount of mortgage loans originated and sold. Noninterest Expense. For the three months ended June 30, 1998, noninterest expense increased $130,000 (21.6%) compared to the same period in 1997. The increase was primarily due to increases of $98,000 in compensation and benefits, $15,000 in occupancy and equipment and $17,000 in other expense. For the nine months ended June 30, 1998, noninterest expense increased $261,000 (13.4%) compared to the same period in 1997. The increase was primarily due to increases of $236,000 in compensation and benefits, $36,000 in occupancy and equipment and $23,000 in other expense, all of which were partially offset by a decrease of $34,000 in SAIF deposit insurance premiums. The increase in compensation and benefits expense was primarily due to the addition of four employees - one in the fourth quarter of fiscal 1997, one in the second quarter of fiscal 1998 and two in the third quarter of fiscal 1998. 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 99.7% at June 30, 1998 and 103.7% at September 30, 1997. From September 30, 1997 to June 30, 1998, investments available for sale increased $7.1 million (38.0%) and cash and cash equivalents increased $1.0 million (17.0%). Liquidity remains adequate for current operating needs. At June 30, 1998, the Association's liquidity ratio was 13.27% 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 June 30, 1998, the Company's tangible, core and risk-based capital ratios were 14.86%, 14.86% and 25.64%, respectively, and the Association's tangible, core and risk-based capital ratios were 14.41%, 14.41% and 24.83%, 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 August 1, 1997, the Company announced a plan to repurchase up to 89,515 shares (5%) of the Company's outstanding common stock and 53,213 shares have been repurchased as of June 30, 1998. The repurchased shares will be held as treasury stock and will be available for general corporate purposes. On June 29, 1998, the Company declared a quarterly dividend in the amount of $.14 per share, payable July 28, 1998 to stockholders of record on July 14, 1998. Item 6. Exhibits and Reports on Form 8-K Exhibit 11 - Earnings Per Share Computation No reports on Form 8-K were filed during the period. Page 12 TEXARKANA FIRST FINANCIAL CORPORATION SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. TEXARKANA FIRST FINANCIAL CORPORATION /s/ James W. McKinney Date: August 3, 1998 By: _____________________ James W. McKinney Chairman and CEO /s/ James L. Sangalli Date: August 3, 1998 By: _____________________ James L. Sangalli Chief Financial Officer Page 13 Form 10-Q Exhibit 11 EARNINGS PER SHARE COMPUTATION Three Months Ended Nine Months Ended June 30, June 30, _____________________ _____________________ 1998 1997 1998 1997 __________ __________ __________ __________ Net Income..................$ 842,427 $ 796,741 $2,406,310 $2,127,882 ========= ========= ========= ========= Weighted average shares: Common shares outstanding. 1,629,066 1,675,556 1,636,467 1,696,987 Common stock equivalents due to assumed exercise of stock options.......... 87,121 47,713 87,217 47,711 _________ _________ _________ _________ Common and common equivalent shares. 1,716,187 1,723,269 1,723,684 1,744,698 ========= ========= ========= ========= Earnings per common share: Basic...................... $ .517 $ .476 $1.470 $1.254 Diluted.................... $ .491 $ .462 $1.396 $1.220 E 1