UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2005
OR
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER: 000-25051
PROSPERITY BANCSHARES, INC.®
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
Prosperity Bank Plaza
4295 San Felipe
Houston, Texas 77027
(Address of principal executive offices, including zip code)
(713) 693-9300
(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 by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
As of November 2, 2005, there were 27,562,518 shares of the registrant’s Common Stock, par value $1.00 per share, outstanding.
PROSPERITY BANCSHARES, INC. ® AND SUBSIDIARIES
INDEX TO FORM 10-Q
PART I -FINANCIAL INFORMATION
Item 1.Interim Consolidated Financial Statements
Consolidated Balance Sheets as of September 30, 2005 (unaudited) and December 31, 2004 (unaudited)
Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2005 and 2004 (unaudited)
Consolidated Statements of Shareholders’ Equity for the Year Ended December 31, 2004 (unaudited) and for the Nine Months Ended September 30, 2005 (unaudited)
Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2005 and 2004 (unaudited)
Notes to Interim Consolidated Financial Statements (unaudited)
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3.Quantitative and Qualitative Disclosures about Market Risk
Item 4.Controls and Procedures
PART II -OTHER INFORMATION
Item 1.Legal Proceedings
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
Item 3.Defaults upon Senior Securities
Item 4.Submission of Matters to a Vote of Security Holders
Item 5.Other Information
Item 6.Exhibits
Signatures
2
PART I – FINANCIAL INFORMATION
ITEM 1. INTERIM CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
Cash and due from banks
Federal funds sold
Total cash and cash equivalents
Interest-bearing deposits in financial institutions
Available for sale securities, at fair value (amortized cost of $358,935 and $182,450, respectively)
Held to maturity securities, at cost (fair value of $1,119,961 and $1,122,451, respectively)
Loans held for investment
Loans held for sale
Total loans
Less allowance for credit losses
Loans, net
Accrued interest receivable
Goodwill
Core deposit intangibles, net of accumulated amortization of $5.6 million and $2.8 million, respectively
Bank premises and equipment, net
Other real estate owned
Bank owned life insurance, net
Other assets
TOTAL
LIABILITIES:
Deposits:
Noninterest-bearing
Interest-bearing
Total deposits
Other borrowings
Securities sold under repurchase agreements
Accrued interest payable
Other liabilities
Junior subordinated debentures
Total liabilities
SHAREHOLDERS’ EQUITY:
Preferred stock, $1 par value; 20,000,000 shares authorized; none issued or outstanding
Common stock, $1 par value; 50,000,000 shares authorized; 27,599,606 and 22,418,128 shares issued at September 30, 2005 and December 31, 2004, respectively; 27,562,518 and 22,381,040 shares outstanding at September 30, 2005 and December 31, 2004, respectively
Capital surplus
Retained earnings
Accumulated other comprehensive loss — net unrealized loss on available for sale securities, net of tax benefit of $2,297 and $1,669, respectively
Less treasury stock, at cost, 37,088 shares at September 30, 2005 and December 31, 2004
Total shareholders’ equity
See notes to interim consolidated financial statements.
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CONSOLIDATED STATEMENTS OF INCOME
INTEREST INCOME:
Loans, including fees
Securities:
Taxable
Nontaxable
70% nontaxable preferred dividends
Deposits in financial institutions
Total interest income
INTEREST EXPENSE:
Deposits
Federal funds purchased and other borrowings
Total interest expense
NET INTEREST INCOME
PROVISION FOR CREDIT LOSSES
NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES
NONINTEREST INCOME:
Customer service fees
Other
Gain on sale of securities
Total noninterest income
NONINTEREST EXPENSE:
Salaries and employee benefits
Net occupancy expense
Data processing
Core deposit intangible amortization
Depreciation expense
Total noninterest expense.
INCOME BEFORE INCOME TAXES
PROVISION FOR INCOME TAXES
NET INCOME
EARNINGS PER SHARE
Basic
Diluted
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CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
BALANCE AT DECEMBER 31, 2003
Net income
Net change in unrealized loss on available for sale securities
Total comprehensive income
Sale of common stock in connection with the exercise of stock options
Common stock issued in connection with the Liberty acquisition
Stock option compensation expense
Cash dividends declared, $0.31 per share
BALANCE AT DECEMBER 31, 2004
Stock issued in connection with restricted stock awards
Common stock issued in connection with the First Capital acquisition
Cash dividends declared, $0.2475 per share
BALANCE AT SEPTEMBER 30, 2005
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CONSOLIDATED STATEMENTS OF CASH FLOWS
CASH FLOWS FROM OPERATING ACTIVITIES:
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
Provision for credit losses
Net amortization of discount on investments
(Gain) loss on sale of other real estate
Gain on sale of premises and equipment
Gain on held for sale loans
Fundings of held for sale loans
Proceeds from held for sale loans
Decrease (increase) in other assets and accrued interest receivable
(Decrease) increase in accrued interest payable and other liabilities
Total adjustments
Net cash provided by operating activities
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from maturities and principal paydowns of held to maturity securities
Purchase of held to maturity securities
Proceeds from maturities and principal paydowns of available for sale securities
Purchase of available for sale securities
Net (increase) in loans
Purchase of bank premises and equipment
Net decrease in interest-bearing deposits in financial institutions
Proceeds from sale of bank premises, equipment, and other real estate
Purchase of First Capital Bankers, Inc.
Cash and cash equivalents acquired in the purchase of First Capital Bankers, Inc.
Purchase of Liberty Bancshares, Inc
Cash and cash equivalents acquired in the purchase of Liberty Bancshares, Inc.
Purchase of Village Bank and Trust, ssb
Cash and cash equivalents acquired in the purchase of Village Bank and Trust, ssb
Net cash (used in) provided by investing activities
(Table continued on following page)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in noninterest-bearing deposits
Net decrease in interest-bearing deposits
Net repayments of other borrowings
Net increase in securities sold under repurchase agreements
Proceeds from exercise of stock options
Payments of cash dividends
Net cash used in financing activities
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
CASH AND CASH EQUIVALENTS, END OF PERIOD
NONCASH ACTIVITIES:
Stock issued in connection with the acquisition of Liberty Bancshares, Inc.
Stock issued in connection with the acquisition of First Capital Bankers, Inc.
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NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2005
1. BASIS OF PRESENTATION
The interim consolidated financial statements include the accounts of Prosperity Bancshares, Inc. ®(the “Company”) and its wholly-owned subsidiaries, Prosperity Bank ®(the “Bank”) and Prosperity Holdings of Delaware, L.L.C. All significant inter-company transactions and balances have been eliminated.
The accompanying unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the statements reflect all adjustments necessary for a fair presentation of the financial position, results of operations and cash flows of the Company on a consolidated basis, and all such adjustments are of a normal recurring nature. These financial statements and the notes thereto should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2004 and Amendment No. 1 to the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2004. Operating results for the nine month period ended September 30, 2005 are not necessarily indicative of the results that may be expected for the year ending December 31, 2005.
2. EARNINGS PER SHARE
The following table illustrates the computation of basic and diluted earnings per share:
Net income available to common shareholders
Weighted average common shares outstanding
Potential dilutive common shares
Weighted average common shares and equivalents outstanding
Basic earnings per common share
Diluted earnings per common share
There were no stock options exercisable at September 30, 2005 and 2004 that would have had an anti-dilutive effect on the above computation.
3. NEW ACCOUNTING STANDARDS
SFAS No. 154, “Accounting Changes and Error Corrections” — Statement of Financial Accounting Standards (“SFAS”) No. 154 eliminates the requirement in APB Opinion No. 20, Accounting Changes, to include the cumulative effect of a change in accounting principle in the income statement in the period of change. Instead, to enhance the comparability of prior period financial statements, SFAS 154 requires that a change in accounting principle be retrospectively applied. Under retrospective application, the new accounting principle is applied as of the beginning of the first period presented as if that principle had always been used. The cumulative effect of the change is reflected in the carrying value of assets and liabilities as of the first period presented and the offsetting adjustments are recorded to opening retained earnings. Each period presented is adjusted to reflect the period specific effects of applying the change. Although retrospective application is similar to restating prior periods, SFAS 154 gives the treatment a new name to
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PROSPERITY BANCSHARES, INC.® AND SUBSIDIARIES
differentiate it from restatement for the correction of an error. Only direct effects of the change will be included in the retrospective application; all indirect effects will be recognized in the period of change. If it is impracticable to determine the cumulative effect for all prior periods, the new accounting principle should be applied as if it were adopted prospectively from the earliest date practicable. SFAS 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The adoption of SFAS 154 is not expected to have a material effect on the Company’s consolidated financial position, results of operations or cash flows.
SFAS No. 123(R), “Share-Based Payment (Revised 2004).” SFAS 123(R) establishes standards for the accounting for transactions in which an entity (i) exchanges its equity instruments for goods or services or (ii) incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of the equity instruments. SFAS 123(R) eliminates the ability to account for stock-based compensation using APB 25 and requires that such transactions be recognized as compensation cost in the income statement based on their fair values on the date of the grant. The effective date for adoption of SFAS 123R was deferred by the Securities and Exchange Commission (“SEC”) in April 2005. SFAS 123R is now effective for the beginning of the next fiscal year that begins after June 15, 2005.
On March 29, 2005, the SEC issued SAB 107 to provide public companies additional guidance in applying the provisions of SFAS 123(R), Share-Based Payment. Among other things, SAB 107 describes the SEC staff’s expectations in determining the assumptions that underlie the fair value estimates and discusses the interaction of SFAS 123(R) with certain existing SEC guidance. The guidance is also beneficial to users of financial statements in analyzing the information provided under SFAS 123(R). The SAB will be applied upon the adoption of SFAS 123(R).
In March 2004, the Emerging Issues Task Force reached a consensus on Issue No. 03-1, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments. This Issue provides guidance for determining when an investment is other-than-temporarily impaired. It specifically addresses whether an investor has the ability and intent to hold an investment until recovery. In addition, Issue 03-1 contains disclosure requirements that provide useful information about impairments that have not been recognized as other-than-temporary for investments within the scope of this Issue. In June 2005, the Financial Accounting Standards Board (“FASB”) directed its staff to prepare FSP EITF Issue 03-1-a, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments which will supercede EITF 03-1. FSP EITF Issue 03-1-a is expected to be effective for impairment analyses conducted in periods beginning after September 15, 2005 and should clarify that impairment losses be recognized no later than when the impairment is deemed other-than-temporary, even if a decision to sell has not been made. The disclosure requirements originally included in EITF 03-1 are expected to be included in the final guidance.
4. RECENT DEVELOPMENTS
On September 12, 2005, the Company announced the signing of a definitive agreement with Grapeland Bancshares, Inc. (“Grapeland”), Grapeland, Texas. Under the terms of the agreement, Grapeland will merge into the Company and subsequently, Grapeland’s wholly owned subsidiary, First State Bank, will merge into the Bank. The Company will issue approximately 242,000 shares of its common stock, subject to adjustment, for all of the issued and outstanding capital stock of Grapeland.
Grapeland is privately held and operates two (2) banking offices in Grapeland and Crockett, Texas. As of September 30, 2005, Grapeland had, on a consolidated basis, total assets of $72.2 million, loans of $43.7 million, deposits of $46.6 million and shareholders’ equity of $3.8 million. The acquisition is expected to close in the fourth quarter of 2005 and is subject to the approval of Grapeland’s shareholders and customary regulatory approvals.
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5. GOODWILL AND CORE DEPOSIT INTANGIBLES
Changes in the carrying amount of the Company’s goodwill and core deposit intangibles (CDI) for nine months ended September 30, 2005 were as follows:
Core Deposit
Intangibles
Balance as of December 31, 2004
Amortization
Acquisition of First Capital Bankers, Inc.
Expenses associated with the acquisition of Village Bank and Trust, ssb
Expenses associated with the acquisition of Liberty Bancshares, Inc.
Acquisitions prior to December 31, 2003 (deferred taxes)
Balance as of September 30, 2005
The Company initially records the total premium paid on acquisitions at management’s best estimate of goodwill and CDI. Subsequent to the acquisition, a third party valuation of CDI is performed. Adjustments to CDI, if necessary, are appropriately reclassified within goodwill. The reclassifications have no effect on total assets, liabilities, shareholder’s equity or cash flows. Net income is decreased by the amortization of CDI which is amortized at an accelerated rate over an eight year period from the acquisition date. Adjustments to estimates of deferred taxes that relate to goodwill are made after reconciliations of the final tax returns are prepared.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Special Cautionary Notice Regarding Forward-Looking Statements
Statements and financial discussion and analysis contained in this quarterly report on Form 10-Q that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and are including this statement for purposes of invoking these safe harbor provisions. These forward-looking statements include information about possible or assumed future results of the Company’s operations or performance. By using any of the words “believe,” “expect”, “anticipate”, “estimate”, “continue”, “intend”, “may”, “will”, “should”, or similar expressions, the Company identifies these forward-looking statements. Many possible factors or events could affect the future financial results and performance of the Company and could cause those financial results or performance to differ materially from those expressed in the forward-looking statement. These possible events or factors include, without limitation:
A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. The Company believes it has chosen these assumptions or bases in good faith and that they are reasonable.
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However, the Company cautions you that assumptions or bases almost always vary from actual results, and the differences between assumptions or bases and actual results can be material. The Company undertakes no obligation to publicly update or otherwise revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless the securities laws require the Company to do so.
RECENT DEVELOPMENTS
OVERVIEW
The Company was formed in 1983 as a vehicle to acquire the former Allied First Bank in Edna, Texas which was chartered in 1949 as The First National Bank of Edna. The Company is a registered financial holding company that derives substantially all of its revenues and income from the operation of its bank subsidiary, Prosperity Bank® (“Prosperity Bank®” or the “Bank”). The Bank provides a wide array of financial products and services to small and medium-sized businesses and consumers. The Bank operates eighty-three (83) full-service banking locations; with thirty-three (33) in the Greater Houston Consolidated Metropolitan Statistical Area (“CMSA”), seventeen (17) in eleven contiguous counties situated south and southwest of Houston and extending into South Texas, six (6) in the Austin, Texas area, sixteen (16) in the Corpus Christi, Texas area and eleven (11) in the Dallas/Fort Worth, Texas area. The Greater Houston CMSA includes Austin, Brazoria, Chambers, Fort Bend, Galveston, Harris, Liberty, Montgomery, San Jacinto and Waller counties. The Company’s headquarters are located at Prosperity Bank Plaza, 4295 San Felipe in Houston, Texas and its telephone number is (713) 693-9300. The Company’s website address is www.prosperitybanktx.com.
The Company generates the majority of its revenues from interest income on loans, service charges on customer accounts and income from investment in securities. The revenues are offset by interest expense paid on deposits and other borrowings and non-interest expenses such as administrative and occupancy expenses. Net interest income is the difference between interest income on earning assets such as loans and securities and interest expense on liabilities such as deposits and borrowings which are used to fund those assets. The level of interest rates and the volume and mix of earning assets and interest-bearing liabilities impact net interest income and margin. The Company has recognized increased net interest income due to the yield earned on interest-earning assets increasing at a greater rate that the increase in rates paid on interest bearing liabilities and an increase in the volume of interest-earning assets.
Three principal components of the Company’s growth strategy are internal growth, stringent cost control practices and strategic merger transactions. The Company focuses on continual internal growth. Each Banking Center is operated as a separate profit center, maintaining separate data with respect to its net interest income, efficiency ratio, deposit growth, loan growth and overall profitability. Banking Center Presidents and Managers are accountable for performance in these areas and compensated accordingly. The Company also focuses on maintaining stringent cost control practices and policies. The Company has invested significantly in the infrastructure required to centralize many of its critical operations, such as data processing and loan application processing. Management believes that this centralized infrastructure can accommodate substantial additional growth while enabling the Company to minimize operational costs through certain economies of scale. The Company also intends to continue to seek strategic expansion opportunities. On August 1, 2004, the Company acquired Village Bank and Trust, ssb (the “Village acquisition”) and Liberty Bancshares, Inc. (the “Liberty acquisition”), which added six (6) banking centers in the Austin, Texas area and on March 1, 2005, the Company acquired First Capital Bankers, Inc. (the “First Capital acquisition”), which added twenty-seven (27) banking centers.
Total assets were $3.49 billion at September 30, 2005 compared with $2.70 billion at December 31, 2004, an increase of $796.7 million or 29.5%. Total loans were $1.51 billion at September 30, 2005 compared with $1.04 billion at December 31, 2004, an increase of $478.7 million or 46.2%. Total deposits were $2.88 billion at September 30, 2005 compared with $2.32 billion at December 31, 2004, an increase of $562.2 million, or 24.3%. Shareholders’ equity increased $171.1 million or 62.1%, to $446.7 million at September 30, 2005 compared with $275.6 million at December 31, 2004. These increases were primarily the result of the First Capital acquisition.
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CRITICAL ACCOUNTING POLICIES
The Company’s accounting policies are integral to understanding the financial results reported. Accounting policies are described in detail in Note 1 to the consolidated financial statements included in the Company’s Amendment No. 1 to the Annual Report on Form 10-K/A for the year ended December 31, 2004. The Company believes that of its significant accounting policies, the following may involve a higher degree of judgment and complexity:
Allowance for Credit Losses - The allowance for credit losses is a reserve established through charges to earnings in the form of a provision for credit losses. Management has established an allowance for credit losses which it believes is adequate for estimated losses in the Company’s loan portfolio. Based on an evaluation of the loan portfolio, management presents a monthly review of the allowance for credit losses to the Bank’s Board of Directors, indicating any change in the allowance since the last review and any recommendations as to adjustments in the allowance. In making its evaluation, management considers factors such as historical loan loss experience, industry diversification of the Company’s commercial loan portfolio, the amount of nonperforming assets and related collateral, the volume, growth and composition of the Company’s loan portfolio, current economic changes that may affect the borrower’s ability to pay and the value of collateral, the evaluation of the Company’s loan portfolio through its internal loan review process and other relevant factors. Portions of the allowance may be allocated for specific credits; however, the entire allowance is available for any credit that, in management’s judgment, should be charged off. Charge-offs occur when loans are deemed to be uncollectible. The allowance for credit losses includes allowance allocations calculated in accordance with Statement of Financial Accounting Standards (SFAS) No. 114, “Accounting by Creditors for Impairment of a Loan,” as amended by SFAS 118, and allowance allocations determined in accordance with SFAS No. 5, “Accounting for Contingencies.”
Valuation of Securities – The Company’s available for sale securities portfolio is reported at fair value. When the fair value of a security is below its amortized cost, and depending on the length of time the condition exists and the extent the fair market value is below amortized cost, additional analysis is performed to determine whether an impairment exists. Available for sale and held to maturity securities are analyzed quarterly for possible other-than-temporary impairment. The analysis considers the financial condition and near-term prospects of the issuer, as well as the value of any security we may have in the investment. Often, the information available to conduct these assessments is limited and rapidly changing, making estimates of fair value subject to judgment. If actual information or conditions are different than estimated, the extent of the impairment of the security may be different than previously estimated, which could have a material effect on the Company’s results of operations and financial condition.
RESULTS OF OPERATIONS
Net income available to common shareholders was $12.5 million ($0.45 per common share on a diluted basis) for the quarter ended September 30, 2005 compared with $8.9 million ($0.40 per common share on a diluted basis) for the quarter ended September 30, 2004, an increase in net income of $3.5 million, or 39.4%. The Company posted returns on average common equity of 11.28% and 14.42%, returns on average assets of 1.43% and 1.37% and efficiency ratios of 48.82% and 48.55% for the quarters ended September 30, 2005 and 2004, respectively. The efficiency ratio is not calculated on a tax equivalent basis.
For the nine months ended September 30, 2005, net income available to common shareholders was $35.2 million ($1.32 per common share on a diluted basis) compared with $25.4 million ($1.18 per common share on a diluted basis) for the same period in 2004, an increase in net income of $9.9 million or 38.9%. The Company posted returns on average common equity of 11.73% and 14.49%, returns on average assets of 1.42% and 1.36% and efficiency ratios of 49.54% and 49.29% for the nine months ended September 30, 2005 and 2004, respectively. The efficiency ratio is not calculated on a tax equivalent basis.
Net Interest Income
Net interest income was $28.9 million for the quarter ended September 30, 2005 compared with $21.1 million for the quarter ended September 30, 2004, an increase of $7.9 million, or 37.3%. Net interest income increased as a result of an increase in average interest-earning assets to $3.05 billion for the quarter ended September 30, 2005 from $2.35 billion for the quarter ended September 30, 2004, an increase of $696.1 million, or 29.6%. The increase in average earning assets is primarily attributable to increases in average loans and securities in the quarter ended September 30, 2005 compared to the quarter ended September 30, 2004 resulting from the First Capital acquisition in the first quarter of 2005.
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The net interest margin on a tax equivalent basis increased to 3.81% for the quarter ended September 30, 2005 compared with 3.62% for the quarter ended September 30, 2004. The rate paid on interest-bearing liabilities increased 63 basis points from 1.65% for the quarter ended September 30, 2004 compared with 2.28% for the quarter ended September 30, 2005 while the yield on earning assets increased 70 basis points from 4.85% for the quarter ended September 30, 2004 compared with 5.55% for the quarter ended September 30, 2005. The average of interest-bearing liabilities increased $543.6 million and the average of interest earning assets increased $696.1 million for the same periods.
Net interest income increased $22.1 million, or 37.0%, to $81.9 million for the nine months ended September 30, 2005 compared with $59.8 million for the same period in 2004. This increase is mainly attributable to higher average interest-earning assets resulting from an increase in average loans. The net interest margin on tax equivalent basis increased to 3.81% compared with 3.62% for the same periods principally due to a 59 basis point increase in the yield on earning assets from 4.83% for the nine months ended September 30, 2004 compared with 5.42% for the nine months ended September 30, 2005, partially offset by a 47 basis point increase in the rate paid on interest-bearing liabilities from 1.62% for the nine months ended September 30, 2004 compared with 2.09% for the nine months ended September 30, 2005.
The Company’s net interest income is affected by changes in the amount and mix of interest-earning assets and interest-bearing liabilities, referred to as a “volume change.” It is also affected by changes in yields earned on interest-earning assets and rates paid on interest-bearing deposits and other borrowed funds, referred to as a “rate change.”
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The following tables set forth, for each category of interest-earning assets and interest-bearing liabilities, the average amounts outstanding, the interest earned or paid on such amounts, and the average rate earned or paid for the quarters ended September 30, 2005 and 2004 and the nine months ended September 30, 2005 and 2004. The tables also set forth the average rate paid on total interest-bearing liabilities, and the net interest margin on average total interest-earning assets for the same periods. Except as indicated in the footnotes, no tax-equivalent adjustments were made and all average balances are daily average balances. Any nonaccruing loans have been included in the table as loans carrying a zero yield.
Interest-earning assets:
Loans
Securities(1)
Federal funds sold and other temporary investments
Total interest-earning assets
Total interest-earning assets, net of allowance
Noninterest-earning assets
Total assets
Interest-bearing liabilities:
Interest-bearing demand deposits
Savings and money market accounts
Certificates of deposit
Total interest-bearing liabilities
Noninterest-bearing liabilities:
Noninterest-bearing demand deposits
Shareholders’ equity
Total liabilities and shareholders’ equity
Net interest rate spread
Net interest income and margin (2)
Net interest income and margin (tax-equivalent basis) (3)
15
Assets
Securities (1)
Liabilities and shareholders’ equity
Net interest income and margin(2)
Net interest income and margin (tax-equivalent basis)(3)
16
The following tables present the dollar amount of changes in interest income and interest expense for the major components of interest-earning assets and interest-bearing liabilities and distinguish between the increase (decrease) related to outstanding balances and the volatility of interest rates. For purposes of these tables, changes attributable to both rate and volume which cannot be segregated have been allocated to rate.
Increase (Decrease)
Due to
Securities
Total increase in interest income
Total increase in interest expense
Increase in net interest income
Nine Months Ended
September 30,
Increase (decrease) in net interest income
Provision for Credit Losses
Management actively monitors the Company’s asset quality and provides specific loss provisions when necessary. Provisions for credit losses are charged to income to bring the total allowance for credit losses to a level deemed appropriate by management of the Company based on such factors as historical credit loss experience, industry diversification of the commercial loan portfolio, the amount of nonperforming loans and related collateral, the volume growth and composition of the loan portfolio, current economic conditions that may affect the borrower’s ability to pay and the value of collateral, the evaluation of the loan portfolio through the internal loan review function and other relevant factors.
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Loans are charged-off against the allowance for credit losses when appropriate. Although management believes it uses the best information available to make determinations with respect to the provision for credit losses, future adjustments may be necessary if economic conditions differ from the assumptions used in making the initial determinations.
The Company made a $120,000 provision for credit losses for the quarter ended September 30, 2005 and a $420,000 provision for the quarter ended September 30, 2004. The Company made a $360,000 provision for credit losses for the nine months ended September 30, 2005 and a $660,000 provision for the nine months ended September 30, 2004. The increased provision for the three and nine months ended September 30, 2004 was in response to $2.6 million in nonperforming assets at September 30, 2004 compared with $840,000 at September 30, 2005. The ratio of the allowance for credit losses to end of period nonperforming loans was 2,167.3% for the nine months ended September 30, 2005 compared with 949.6% for the year ended December 31, 2004. The ratio of allowance for credit losses to total loans was 1.12% at September 30, 2005 compared with 1.27% at December 31, 2004. For the quarter ended September 30, 2005, net charge-offs were $89,000 compared with net charge-offs of $295,000 for the quarter ended September 30, 2004. Net charge-offs were $98,000 for the nine months ended September 30, 2005 compared with $509,000 for the nine months ended September 30, 2004.
Noninterest Income
The Company’s primary sources of noninterest income are service charges on deposit accounts, which include insufficient funds charges and other banking- related service fees. Noninterest income does not include loan origination fees which are recognized over the life of the related loan as an adjustment to yield using the interest method. Banking-related service fees include check cashing fees, official check fees, safe deposit box rent and currency handling fees. Noninterest income totaled $8.1 million for the three months ended September 30, 2005 compared with $6.1 million for the same period in 2004, an increase of $2.0 million, or 32.4%. Noninterest income increased $5.7 million, or 33.7%, to $22.5 million for the nine months ended September 30, 2005 compared with $16.8 million for the same period in 2004. The increases during both periods were primarily due to an increase in insufficient funds charges and customer service charges which resulted from the effect of an increase in the number of accounts due to the First Capital acquisition in March 2005 and the Liberty and Village acquisitions in August 2004. At September 30, 2005, the three acquisitions added approximately 46,500 deposit accounts and over 11,500 debit cards.
Brokered mortgage income increased $47,000, from $146,000 for the quarter ended September 30, 2004 compared with $193,000 for the quarter ended September 30, 2005. Mortgage loan fee income increased $338,000 from $173,000 for the nine months ended September 30, 2004 compared with $511,000 for the nine months ended September 30, 2005. The increase was primarily due to additional mortgage loan originations resulting from two mortgage divisions associated with Liberty and Village that were acquired in August 2004 and a third mortgage division associated with First Capital that was acquired in March 2005.
Income from leased assets and bank owned life insurance increased $269,000 and $131,000 for the quarter ended September 30, 2005 compared with the quarter ended September 30, 2004, respectively and $627,000 and $281,000 for the nine months ended September 30, 2005 compared with the quarter ended September 30, 2004, respectively. Both leased assets and bank owned life insurance were acquired in the First Capital acquisition.
The following table presents for the periods indicated the major categories of noninterest income:
Service charges on deposit accounts
Banking-related service fees
Brokered mortgage income
Trust and investment income
Income from leased assets
Bank owned life insurance income (BOLI)
Gain on sale of assets
Other noninterest income
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Noninterest Expense
Noninterest expense totaled $18.1 million for the quarter ended September 30, 2005 compared with $13.2 million for the quarter ended September 30, 2004, an increase of $4.9 million, or 37.0%. This increase occurred primarily in salaries and employee benefits, core deposit intangibles amortization, depreciation and occupancy and equipment expense. Noninterest expense totaled $51.7 million for the nine months ended September 30, 2005 compared with $37.7 million for the nine months ended September 30, 2004, an increase of $14.0 million, or 37.1%. The increases during both periods are primarily due to the First Capital, Liberty and Village acquisitions. The following table presents, for the periods indicated, the major categories of noninterest expense:
Salaries and employee benefits (1)
Non-staff expenses:
Occupancy and equipment expense
Depreciation
Communications expense
Professional fees
Regulatory assessments and FDIC insurance
Ad valorem and franchise taxes
Core deposit intangibles amortization
Total non-staff expenses
Total noninterest expense
Salaries and employee benefit expenses were $9.7 million for the quarter ended September 30, 2005 compared with $7.1 million for the quarter ended September 30, 2004, an increase of $2.5 million, or 35.1%. For the nine months ended September 30, 2005, salaries and employee benefit expenses were $27.7 million, an increase of $7.2 million or 35.4% compared with $20.5 million for the nine months ended September 30, 2004. The increases during both periods were principally due to additional staff associated with the First Capital acquisition in March 2005 and the Liberty and Village acquisitions in August 2004. The number of full-time equivalent (FTE) associates employed by the Company increased from 653 at September 30, 2004 to 857 at September 30, 2005.
Non-staff expenses increased $2.4 million, or 39.2%, to $8.4 million for the quarter ended September 30, 2005 compared with $6.0 million during the same period in 2004. Non-staff expenses increased $6.8 million, or 39.1%, to $24.0 million for the nine months ended September 30, 2005 compared to $17.3 million during the same period in 2004. The increases during both periods were principally due to additional expenses associated with the First Capital, Liberty and Village acquisitions, increases in core deposit intangibles amortization related to the 2004 and 2005 acquisitions and increases in depreciation and occupancy and equipment expense due to addition of 32 banking centers since September 30, 2004.
Income Taxes
Income tax expense increased $1.7 million to $6.4 million for the quarter ended September 30, 2005 compared with $4.6 million for the same period in 2004. For the nine months ended September 30, 2005, income tax expense totaled $17.1 million, an increase of $4.2 million or 32.8% compared with $12.9 million for the same period in 2004. Both increases were primarily attributable to higher pretax net earnings for the quarter and nine months ended September 30, 2005 when compared to the same respective periods in 2004. The effective tax rates for the three months ended September 30, 2005 and 2004 and the nine months ended September 30, 2005 and 2004 were 33.7%, 34.0%, 32.6% and 33.6%, respectively.
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FINANCIAL CONDITION
Loan Portfolio
Total loans were $1.51 billion at September 30, 2005, an increase of $478.7 million, or 46.2% from $1.04 billion at December 31, 2004. At September 30, 2005, loans acquired in the First Capital acquisition totaled $422.9 million and loans acquired in the Liberty and Village acquisitions totaled $172.0 million. The Company had no held for sale loans at September 30, 2005 or December 31, 2004. Period end loans comprised 49.7% of average earning assets at September 30, 2005 compared with 42.5% of average earning assets for the quarter ended December 31, 2004
The following table summarizes the loan portfolio of the Company by type of loan as of September 30, 2005 and December 31, 2004:
2005
December 31,
2004
Commercial and industrial
Real estate:
Construction and land development
1-4 family residential
Home equity
Commercial mortgages
Farmland
Multifamily residential
Agriculture
Consumer (net of unearned discount)
Nonperforming Assets
The Company had $840,000 in nonperforming assets at September 30, 2005 and $1.7 million in nonperforming assets at December 31, 2004, a decrease of $881,000 or 51.2%.
The Company generally places a loan on nonaccrual status and ceases accruing interest when the payment of principal or interest is delinquent for 90 days, or earlier in some cases if the collection of the principal is deemed unlikely, unless the loan is in the process of collection and the underlying collateral fully supports the carrying value of the loan. The Company generally charges off all loans before attaining nonaccrual status.
The following table presents information regarding nonperforming assets as of the dates indicated.
Nonaccrual loans
Restructured loans
Accruing loans 90 or more days past due
Total nonperforming loans
Repossessed assets
Other real estate
Total nonperforming assets
Nonperforming assets to total loans and other real estate
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Allowance for Credit Losses
Management actively monitors the Company’s asset quality and provides specific loss allowances when necessary. Loans are charged-off against the allowance for credit losses when appropriate. Although management believes it uses the best information available to make determinations with respect to the allowance for credit losses, future adjustments may be necessary if economic conditions differ from the assumptions used in making the initial determinations. As of September 30, 2005, the allowance for credit losses amounted to $17.0 million, or 1.12% of total loans compared with $13.1 million, or 1.27% of total loans at December 31, 2004.
Set forth below is an analysis of the allowance for credit losses for the nine months ended September 30, 2005 and the year ended December 31, 2004:
Year Ended
December 31, 2004
Average loans outstanding
Gross loans outstanding at end of period
Allowance for credit losses at beginning of period
Balance acquired with the First Capital acquisition in 2005 and the Liberty and Village acquisitions in 2004, respectively
Charge-offs:
Real estate and agriculture
Consumer
Recoveries:
Net charge-offs
Allowance for credit losses at end of period
Ratio of allowance to end of period loans
Ratio of net charge-offs to average loans
Ratio of allowance to end of period nonperforming loans
Carrying cost of securities totaled $1.49 billion at September 30, 2005 compared with $1.30 billion at December 31 2004, an increase of $185.5 million or 14.3%. The increase was principally due to the First Capital acquisition. At September 30, 2005, securities represented 42.6% of total assets compared with 48.3% of total assets at December 31, 2004.
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The following table summarizes the amortized cost of securities as of the dates shown (available-for-sale securities are not adjusted for unrealized gains or losses):
U.S. Treasury securities and obligations of U.S. government agencies
70% non-taxable preferred stock
States and political subdivisions
Corporate debt securities
Collateralized mortgage obligations
Mortgage-backed securities
Total
Bank Premises and Equipment
Premises and equipment, net of accumulated depreciation, totaled $47.9 million and $35.8 million at September 30, 2005 and December 31, 2004, respectively, an increase of $12.1 million or 33.9%. The increase was primarily due to the First Capital acquisition.
Total deposits were $2.88 billion at September 30, 2005 compared with $2.32 billion at December 31, 2004, an increase of $562.2 million or 24.3%. At September 30, 2005, noninterest-bearing deposits accounted for approximately 22.2% of total deposits compared with 22.4% of total deposits at December 31, 2004. Interest-bearing demand deposits totaled $2.24 billion, or 78.8%, of total deposits at September 30, 2005 compared with $1.80 billion, or 77.6%, of total deposits at December 31, 2004.
The following table summarizes the daily average balances and weighted average rates paid on deposits for the periods presented below:
Interest-bearing checking
Regular savings
Money market savings
Time deposits
Total interest-bearing deposits
Noninterest-bearing deposits
Other Borrowings
Deposits are the primary source of funds for the Company’s lending and investment activities. Occasionally, the Company obtains additional funds from the Federal Home Loan Bank (“FHLB”) and correspondent banks. At September 30, 2005, the Company had $43.1 million in FHLB borrowings and at December 31, 2004 the Company had $13.1 million in FHLB borrowings, all of which consisted of long-term FHLB notes payable. The increase is related to the Company’s assumption of $30.6 million of FHLB notes payable in connection with the First Capital acquisition. The maturity dates on the FHLB notes payable range from the years 2005 to 2028 and have interest rates ranging from 2.79% to 8.80%. FHLB notes payable are secured by a blanket lien on the Bank’s first mortgage loans against one-to-four family residential properties. The Company had no federal funds purchased at September 30, 2005 or December 31, 2004.
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At September 30, 2005 the Company had $37.1 million in securities sold under repurchase agreements compared with $25.1 million at December 31, 2004.
Junior Subordinated Debentures
At September 30, 2005 and December 31, 2004, the Company had outstanding $75.8 million and $47.4 million, respectively, in junior subordinated debentures issued to the Company’s subsidiary trusts. The Company assumed $28.4 million in junior subordinated debentures in connection with the First Capital acquisition.
A summary of pertinent information related to the Company’s six issues of junior subordinated debentures outstanding at September 30, 2005 is shown in the table below:
Description
JuniorSubordinatedDebt Owed
to Trusts
Paradigm Capital Trust II (1)
Prosperity Statutory Trust II
First Capital Statutory Trust I (2)
First Capital Statutory Trust II (2)
Prosperity Statutory Trust III
Prosperity Statutory Trust IV
Liquidity
Liquidity involves the Company’s ability to raise funds to support asset growth or reduce assets to meet deposit withdrawals and other payment obligations, to maintain reserve requirements and otherwise to operate the Company on an ongoing basis. The Company’s liquidity needs have primarily been met by growth in core deposits and the issuance of junior subordinated debentures. Although access to purchased funds from correspondent banks is available and has been utilized on occasion to take advantage of investment opportunities, the Company does not generally rely on these external funding sources. The cash and federal funds sold position, supplemented by amortizing investment and loan portfolios, have generally created an adequate liquidity position.
Asset liquidity is provided by cash and assets which are readily marketable or which will mature in the near future. As of September 30, 2005 and December 31, 2004, the Company had cash and cash equivalents of $134.2 million and $137.9 million, respectively.
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Contractual Obligations
The following table summarizes the Company’s contractual obligations and other commitments to make future payments as of September 30, 2005 (other than deposit obligations). The Company’s future cash payments associated with its contractual obligations pursuant to its junior subordinated debentures, FHLB notes payable and operating leases as of September 30, 2005 are summarized below. Payments for FHLB notes payable do not include interest of $8.8 million that will be paid over the future periods presented. Payments related to leases are based on actual payments specified in underlying contracts.
Federal Home Loan Bank notes payable
Operating leases
Off-Balance Sheet Items
In the normal course of business, the Company enters into various transactions, which, in accordance with accounting principles generally accepted in the United States, are not included in its consolidated balance sheets. The Company enters into these transactions to meet the financing needs of its customers. These transactions include commitments to extend credit and standby letters of credit, which involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amounts recognized in the consolidated balance sheets.
The Company’s commitments associated with outstanding standby letters of credit and commitments to extend credit as of September 30, 2005 are summarized below. Since commitments associated with letters of credit and commitments to extend credit may expire unused, the amounts shown do not necessarily reflect the actual future cash funding requirements.
Standby letters of credit
Commitments to extend credit
Capital Resources
Total shareholders’ equity was $446.7 million at September 30, 2005 compared with $275.6 million at December 31, 2004, an increase of $171.1 million, or 62.1%. The increase was due primarily to net earnings of $35.2 million and common stock issued in connection with the First capital acquisition of $142.5 million, partially offset by dividends paid of $6.8 million and a net change in unrealized losses on available for sale securities of $1.1 million for the nine months ended September 30, 2005.
Both the Board of Governors of the Federal Reserve System with respect to the Company, and the Federal Deposit Insurance Corporation (“FDIC”) with respect to the Bank, have established certain minimum risk-based capital standards that apply to bank holding companies and federally insured banks. The following table sets forth the Company’s total risk-based capital, Tier I risk-based capital, and Tier I to average assets (leverage) ratios as of September 30, 2005:
Consolidated Risk Based Capital Ratios:
Total capital (to risk weighted assets)
Tier I capital (to risk weighted assets)
Tier I capital (to average assets)
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As of September 30, 2005, the Bank’s risk-based capital ratios were above the levels required for the Bank to be designated as “well capitalized” by the FDIC. The following table sets forth the Bank’s total risk-based capital, Tier I risk-based capital, and Tier I to average assets (leverage) capital ratios as of September 30, 2005:
Risk Based Capital Ratios (Bank Only):
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company manages market risk, which for the Company is primarily interest rate risk, through its Asset Liability Committee which is composed of senior officers of the Company, in accordance with policies approved by the Company’s Board of Directors.
The Company uses simulation analysis to examine the potential effects of market changes on net interest income and market value. The Company considers macroeconomic variables, Company strategy, liquidity and other factors as it quantifies market risk. See the Company’s Annual Report on Form 10-K, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Interest Rate Sensitivity and Liquidity” which was filed on March 14, 2005 for further discussion.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures. As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of its management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management was required to apply judgement in evaluating its controls and procedures. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported to the Company’s management within the time periods specified in the Securities and Exchange Commission’s rules and forms.
Changes in internal controls over financial reporting. During the quarter ended September 30, 2005, the Company implemented changes in business processes relating to the preparation and review of its consolidated statements of cash flows. The Company believes these changes are reasonably likely to materially improve the Company’s internal control over financial reporting. Except for such changes, there were no significant changes in the Company’s internal controls over financial reporting that occurred during the quarter ended September 30, 2005, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not Applicable
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
ITEM 5. OTHER INFORMATION
ITEM 6. EXHIBITS
The following exhibits marked with an asterisk are furnished with this Quarterly Report on Form 10-Q;
Exhibit
Number
Description of Exhibit
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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.
/s/ David Zalman
/s/ David Hollaway
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