UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2004
Commission File Number 0-25756
IBERIABANK Corporation
(Exact name of registrant as specified in its charter)
Louisiana | 72-1280718 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
200 West Congress Street Lafayette, Louisiana |
70501 | |
(Address of principal executive office) | (Zip Code) |
(337) 521-4003
(Registrants 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 the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date:
The registrant had 7,039,126 shares of common stock, $1.00 par value, which were issued and outstanding as of May 5, 2004.
IBERIABANK CORPORATION AND SUBSIDIARY
Page | ||||
Part I. |
Financial Information | |||
Item 1. |
Financial Statements |
|||
Consolidated Balance Sheets (As of March 31, 2004 and December 31, 2003) |
2 | |||
Consolidated Statements of Income (For the three months ended March 31, 2004 and 2003) |
3 | |||
Consolidated Statements of Shareholders Equity (For the three months ended March 31, 2004 and 2003) |
4 | |||
Consolidated Statements of Cash Flows (For the three months ended March 31, 2004 and 2003) |
5 | |||
6 | ||||
Item 2. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
9 | ||
Item 3. |
18 | |||
Item 4. |
18 | |||
Part II. |
Other Information | |||
Item 1. |
19 | |||
Item 2. |
Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities |
19 | ||
Item 3. |
19 | |||
Item 4. |
19 | |||
Item 5. |
19 | |||
Item 6. |
19 | |||
20 |
PART 1. FINANCIAL INFORMATION
Item 1. | Financial Statements |
IBERIABANK CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS (unaudited)
(dollars in thousands, except share data)
March 31, 2004 |
December 31, 2003 |
|||||||
Assets |
||||||||
Cash and due from banks |
$ | 54,910 | $ | 48,849 | ||||
Interest-bearing deposits in banks |
28,244 | 20,722 | ||||||
Total cash and cash equivalents |
83,154 | 69,571 | ||||||
Securities available for sale, at fair value |
498,611 | 426,130 | ||||||
Securities held to maturity, fair values of $50,498 and $55,207, respectively |
48,339 | 53,492 | ||||||
Mortgage loans held for sale |
10,991 | 5,781 | ||||||
Loans, net of unearned income |
1,471,747 | 1,412,349 | ||||||
Allowance for loan losses |
(19,394 | ) | (18,230 | ) | ||||
Loans, net |
1,452,353 | 1,394,119 | ||||||
Premises and equipment, net |
35,850 | 31,992 | ||||||
Goodwill |
64,600 | 59,523 | ||||||
Other assets |
76,554 | 75,203 | ||||||
Total Assets |
$ | 2,270,452 | $ | 2,115,811 | ||||
Liabilities |
||||||||
Deposits: |
||||||||
Noninterest-bearing |
$ | 207,048 | $ | 189,786 | ||||
Interest-bearing |
1,550,231 | 1,399,320 | ||||||
Total deposits |
1,757,279 | 1,589,106 | ||||||
Short-term borrowings |
121,014 | 162,590 | ||||||
Long-term debt |
155,896 | 156,291 | ||||||
Other liabilities |
19,083 | 12,655 | ||||||
Total Liabilities |
2,053,272 | 1,920,642 | ||||||
Shareholders Equity |
||||||||
Preferred stock, $1 par value - 5,000,000 shares authorized |
| | ||||||
Common stock, $1 par value - 25,000,000 shares authorized; 8,649,777 and 8,362,492 shares issued, respectively |
8,650 | 8,362 | ||||||
Additional paid-in-capital |
132,827 | 114,674 | ||||||
Retained earnings |
124,805 | 119,967 | ||||||
Unearned compensation |
(4,130 | ) | (2,668 | ) | ||||
Accumulated other comprehensive income |
2,198 | 183 | ||||||
Treasury stock at cost - 1,604,776 and 1,644,034 shares, respectively |
(47,170 | ) | (45,349 | ) | ||||
Total Shareholders Equity |
217,180 | 195,169 | ||||||
Total Liabilities and Shareholders Equity |
$ | 2,270,452 | $ | 2,115,811 | ||||
See Notes to Consolidated Financial Statements
2
IBERIABANK CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME (unaudited)
(dollars in thousands, except per share data)
For the Three Months Ended March 31, | ||||||
2004 |
2003 | |||||
Interest and Dividend Income |
||||||
Loans, including fees |
$ | 19,958 | $ | 18,414 | ||
Mortgage loans held for sale, including fees |
131 | 117 | ||||
Investment securities: |
||||||
Taxable interest |
4,488 | 3,362 | ||||
Tax-exempt interest |
646 | 538 | ||||
Other |
179 | 181 | ||||
Total interest and dividend income |
25,402 | 22,612 | ||||
Interest Expense |
||||||
Deposits |
5,358 | 5,092 | ||||
Short-term borrowings |
384 | 413 | ||||
Long-term debt |
1,694 | 1,194 | ||||
Total interest expense |
7,436 | 6,699 | ||||
Net interest income |
17,966 | 15,913 | ||||
Provision for loan losses |
1,055 | 1,575 | ||||
Net interest income after provision for loan losses |
16,911 | 14,338 | ||||
Noninterest Income |
||||||
Service charges on deposit accounts |
2,906 | 2,598 | ||||
ATM fee income |
432 | 428 | ||||
Gain on sale of mortgage loans, net |
862 | 702 | ||||
Gain on sale of assets |
10 | 29 | ||||
Gain on sale of investments, net |
143 | 72 | ||||
Other income |
1,203 | 1,043 | ||||
Total noninterest income |
5,556 | 4,872 | ||||
Noninterest Expense |
||||||
Salaries and employee benefits |
7,113 | 6,051 | ||||
Occupancy and equipment |
1,701 | 1,431 | ||||
Franchise and shares tax |
700 | 496 | ||||
Communication and delivery |
654 | 701 | ||||
Marketing and business development |
451 | 294 | ||||
Data processing |
375 | 447 | ||||
Printing, stationery and supplies |
218 | 184 | ||||
Amortization of acquisition intangibles |
218 | 84 | ||||
Other expenses |
1,785 | 2,034 | ||||
Total noninterest expense |
13,215 | 11,722 | ||||
Income before income tax expense |
9,252 | 7,488 | ||||
Income tax expense |
2,761 | 2,270 | ||||
Net Income |
$ | 6,491 | $ | 5,218 | ||
Earnings per share - basic |
$ | 0.98 | $ | 0.90 | ||
Earnings per share - diluted |
$ | 0.90 | $ | 0.83 | ||
See Notes to Consolidated Financial Statements
3
IBERIABANK CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY (unaudited)
(dollars in thousands, except share and per share data)
Common Stock |
Additional Paid-In Capital |
Retained Earnings |
Unearned Compensation |
Accumulated Other |
Treasury Stock |
Total |
||||||||||||||||||||
Balance, December 31, 2002 |
$ | 7,381 | $ | 72,769 | $ | 102,390 | $ | (2,690 | ) | $ | 712 | $ | (40,964 | ) | $ | 139,598 | ||||||||||
Comprehensive income: |
||||||||||||||||||||||||||
Net income |
5,218 | 5,218 | ||||||||||||||||||||||||
Change in unrealized gain on securities available for sale, net of deferred taxes |
(630 | ) | (630 | ) | ||||||||||||||||||||||
Change in fair value of derivatives used for cash flow hedges, net of tax effect |
(61 | ) | (61 | ) | ||||||||||||||||||||||
Total comprehensive income |
4,527 | |||||||||||||||||||||||||
Cash dividends declared, $.20 per share |
(1,319 | ) | (1,319 | ) | ||||||||||||||||||||||
Reissuance of treasury stock under stock option plan, net of shares surrendered in payment, including tax benefit, 12,875 shares |
45 | 61 | 106 | |||||||||||||||||||||||
Common stock released by ESOP trust |
360 | 122 | 482 | |||||||||||||||||||||||
Common stock earned by participants of recognition and retention plan trust, including tax benefit |
38 | 128 | 166 | |||||||||||||||||||||||
Common stock issued for acquisition |
982 | 38,234 | 39,216 | |||||||||||||||||||||||
Treasury stock acquired at cost, 12,000 shares |
(458 | ) | (458 | ) | ||||||||||||||||||||||
Balance, March 31, 2003 |
$ | 8,363 | $ | 111,446 | $ | 106,289 | $ | (2,440 | ) | $ | 21 | $ | (41,361 | ) | $ | 182,318 | ||||||||||
Balance, December 31, 2003 |
$ | 8,362 | $ | 114,674 | $ | 119,967 | $ | (2,668 | ) | $ | 183 | $ | (45,349 | ) | $ | 195,169 | ||||||||||
Comprehensive income: |
||||||||||||||||||||||||||
Net income |
6,491 | 6,491 | ||||||||||||||||||||||||
Change in unrealized gain on securities available for sale, net of deferred taxes |
2,701 | 2,701 | ||||||||||||||||||||||||
Change in fair value of derivatives used for cash flow hedges, net of tax effect |
(686 | ) | (686 | ) | ||||||||||||||||||||||
Total comprehensive income |
8,506 | |||||||||||||||||||||||||
Cash dividends declared, $.24 per share |
(1,653 | ) | (1,653 | ) | ||||||||||||||||||||||
Reissuance of treasury stock under stock option plan, net of shares surrendered in payment, including tax benefit, 62,858 shares |
1,025 | 927 | 1,952 | |||||||||||||||||||||||
Common stock released by ESOP trust |
567 | 112 | 679 | |||||||||||||||||||||||
Common stock earned by participants of recognition and retention plan trust, including tax benefit |
70 | 129 | 199 | |||||||||||||||||||||||
Common stock issued for recognition and retention plan |
1,283 | (1,703 | ) | 420 | | |||||||||||||||||||||
Common stock issued for acquisition |
288 | 15,208 | 15,496 | |||||||||||||||||||||||
Treasury stock acquired at cost, 52,100 shares |
(3,168 | ) | (3,168 | ) | ||||||||||||||||||||||
Balance, March 31, 2004 |
$ | 8,650 | $ | 132,827 | $ | 124,805 | $ | (4,130 | ) | $ | 2,198 | $ | (47,170 | ) | $ | 217,180 | ||||||||||
See Notes to Consolidated Financial Statements
4
IBERIABANK CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
(dollars in thousands)
For the Three Months Ended March 31, |
||||||||
2004 |
2003 |
|||||||
Cash Flows from Operating Activities |
||||||||
Net income |
$ | 6,491 | $ | 5,218 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
Depreciation and amortization |
1,054 | 854 | ||||||
Provision for loan losses |
1,055 | 1,575 | ||||||
Noncash compensation expense |
798 | 583 | ||||||
Gain on sale of assets |
(91 | ) | (51 | ) | ||||
Gain on sale of investments |
(143 | ) | (72 | ) | ||||
Amortization of premium/discount on investments |
699 | 1,170 | ||||||
Net change in loans held for sale |
(5,210 | ) | 461 | |||||
Other operating activities, net |
3,772 | 4,136 | ||||||
Net Cash Provided by Operating Activities |
8,425 | 13,874 | ||||||
Cash Flows from Investing Activities |
||||||||
Proceeds from sales of securities available for sale |
14,648 | 54,605 | ||||||
Proceeds from maturities, prepayments and calls of securities available for sale |
29,315 | 32,516 | ||||||
Purchases of securities available for sale |
(101,561 | ) | (90,460 | ) | ||||
Proceeds from maturities, prepayments and calls of securities held to maturity |
5,087 | 6,687 | ||||||
Purchases of securities held to maturity |
| (5,147 | ) | |||||
Increase in loans receivable, net |
(6,909 | ) | (72,295 | ) | ||||
Proceeds from sale of premises and equipment |
| 60 | ||||||
Purchases of premises and equipment |
(3,415 | ) | (1,329 | ) | ||||
Proceeds from disposition of real estate owned |
2,285 | 368 | ||||||
Cash received in excess of cash paid in acquisition |
4,422 | 21,929 | ||||||
Other investing activities, net |
(118 | ) | (2,465 | ) | ||||
Net Cash Used in Investing Activities |
(56,246 | ) | (55,531 | ) | ||||
Cash Flows from Financing Activities |
||||||||
Increase in deposits |
106,646 | 37,604 | ||||||
Net change in short-term borrowings |
(41,576 | ) | 28,914 | |||||
Proceeds from long-term debt |
| 10,000 | ||||||
Repayments of long-term debt |
(107 | ) | (2,702 | ) | ||||
Dividends paid to shareholders |
(1,508 | ) | (1,048 | ) | ||||
Proceeds from sale of treasury stock for stock options exercised |
1,117 | 106 | ||||||
Costs of issuance of common stock in acquisition |
| (213 | ) | |||||
Payments to repurchase common stock |
(3,168 | ) | (458 | ) | ||||
Net Cash Provided by Financing Activities |
61,404 | 72,203 | ||||||
Net Increase In Cash and Cash Equivalents |
13,583 | 30,546 | ||||||
Cash and Cash Equivalents at Beginning of Period |
69,571 | 63,775 | ||||||
Cash and Cash Equivalents at End of Period |
$ | 83,154 | $ | 94,321 | ||||
Supplemental Schedule of Noncash Activities |
||||||||
Acquisition of real estate in settlement of loans |
$ | 193 | $ | 204 | ||||
Common stock issued in acquisition |
$ | 15,496 | $ | 38,586 | ||||
Exercise of stock options with payment in company stock |
$ | | $ | 203 | ||||
Supplemental Disclosures |
||||||||
Cash paid for: |
||||||||
Interest on deposits and borrowings |
$ | 7,394 | $ | 6,363 | ||||
Income taxes, net |
$ | 213 | $ | 50 | ||||
See Notes to Consolidated Financial Statements
5
IBERIABANK CORPORATION AND SUBSIDIARY
Notes to Consolidated Financial Statements
(unaudited)
Note 1 Basis of Financial Statement Presentation
The consolidated financial statements include the accounts of IBERIABANK Corporation and its wholly owned subsidiary, IBERIABANK (the Bank), as well as all of the Banks subsidiaries, Iberia Financial Services, LLC, Acadiana Holdings, LLC, Jefferson Insurance Corporation, Metro Service Corporation, Finesco, LLC and IBERIABANK Insurance Services, LLC. All significant intercompany balances and transactions have been eliminated in consolidation. Through the Bank, the Company offers commercial and retail products and services to customers throughout the state, including south central Louisiana, north Louisiana and the greater New Orleans area.
All normal, recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of the financial statements, have been included. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. A material estimate that is susceptible to significant change in the near term is the allowance for loan losses.
The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and therefore, do not include information or footnotes necessary for a complete presentation of financial position, results of operations and cash flows in conformity with generally accepted accounting principles. These interim financial statements should be read in conjunction with the audited financial statements and note disclosures for the Company previously filed with the Securities and Exchange Commission in the Companys Annual Report on Form 10-K for the year ended December 31, 2003.
Note 2 Earnings Per Share
For the three months ended March 31, 2004, basic earnings per share were based on 6,645,834 weighted average shares outstanding and diluted earnings per share were based on 7,244,386 weighted average shares outstanding. For the same period, the calculations for both basic and diluted shares outstanding exclude: (a) the weighted average unreleased shares owned by the Employee Stock Ownership Plan (ESOP) of 48,339; (b) the weighted average shares owned by the Recognition and Retention Plan Trust (RRP) of 131,076; and (c) the weighted average shares purchased in Treasury Stock of 1,635,109.
Note 3 Recent Accounting Pronouncements
In March 2004, the Financial Accounting Standards Board (FASB) issued an Exposure Draft, Share-Based Payment, an Amendment of FASB Statements No. 123 and 95. The proposed change in accounting would replace existing requirements under Financial Accounting Standard (FAS) 123, Accounting for Stock-Based Compensation, and APB Opinion No. 25, Accounting for Stock Issued to Employees. Under this proposal, all forms of share-based payments to employees, including employee stock options, would be recognized as a cost in the income statement. The fair value of the award would be measured at grant date, as is currently being done for disclosure purposes under FAS 123. As proposed, the Statement would be effective for the Companys 2005 fiscal year. Existing options at the date of adoption would be accounted for under the modified prospective method, whereby all outstanding options would be expensed beginning with the date of adoption. Retroactive restatement is not permitted.
6
The Company is in the process of evaluating its executive and manager level compensation programs, and is evaluating the effectiveness of stock options as a continuing form of compensation, including the appropriateness of the existing option valuation models. Compensation programs include, but are not limited to, restricted stock and stock option grants, the ESOP, the 401(k) Plan and other benefits provided by the Company.
Note 4 Compensation Cost for Stock-based Incentives
In October 1995, the FASB issued FAS 123, which requires disclosure of the compensation cost for stock-based incentives granted after January 1, 1995 based on the fair value at grant date for awards. The Company uses the intrinsic value method under APB Opinion 25 to account for stock options granted.
Applying FAS 123 would result in pro forma net income and earnings per share amounts as follows:
For the Three Months Ended March 31, |
||||||||
2004 |
2003 |
|||||||
Net Income: |
||||||||
As reported |
$ | 6,491 | $ | 5,218 | ||||
Deduct: Stock option compensation expense under the fair value method, net of related tax effect |
(268 | ) | (272 | ) | ||||
Pro forma |
$ | 6,223 | $ | 4,946 | ||||
Earnings per share: |
||||||||
As reported - basic |
$ | 0.98 | $ | 0.90 | ||||
diluted |
$ | 0.90 | $ | 0.83 | ||||
Pro forma - basic |
$ | 0.94 | $ | 0.85 | ||||
diluted |
$ | 0.87 | $ | 0.79 | ||||
Note 5 Pro Forma Statements of Acquisition
The Company completed the acquisition of Alliance Bank of Baton Rouge (Alliance) on February 29, 2004. This acquisition expands the Companys presence into Baton Rouge, Louisiana.
The consolidated statements of income include the results of operations for Alliance from the acquisition date. The transaction resulted in $5.1 million of goodwill and $1.2 million of core deposit intangibles. The amount allocated to the core deposit intangible was determined by an independent valuation and is amortized over the estimated useful life of seven years using the straight line method.
7
In the acquisition, shareholders of Alliance received 287,285 shares of the Companys common stock valued at $15,496,000. The combination was accounted for as a purchase with the purchase price allocated as follows:
(dollars in thousands) (unaudited) |
Amount |
|||
Cash and due from banks |
$ | 4,422 | ||
Investment securities |
11,218 | |||
Loans, net |
53,125 | |||
Premises and equipment, net |
1,125 | |||
Goodwill |
5,077 | |||
Core deposit and other intangibles |
1,170 | |||
Other assets |
1,955 | |||
Deposits |
(61,772 | ) | ||
Other liabilities |
(824 | ) | ||
Total purchase price |
$ | 15,496 | ||
The results of operations of the Company subsequent to the acquisition date are included in the Companys consolidated statements of income. The following pro forma information for the three month periods ended March 31, 2004 and March 31, 2003 reflects the Companys estimated consolidated results of operations as if the acquisition of Alliance occurred at January 1 of the respective periods, unadjusted for potential cost savings.
Pro Forma Combined For the Three Months Ended March 31, | ||||||
(dollars in thousands, except share amounts) (unaudited) |
2004 |
2003 | ||||
Interest and dividend income |
$ | 25,642 | $ | 23,387 | ||
Interest expense |
7,481 | 6,860 | ||||
Net interest income |
18,161 | 16,527 | ||||
Provision for loan losses |
1,060 | 1,591 | ||||
Net interest income after provision for loan losses |
17,101 | 14,936 | ||||
Noninterest income |
5,647 | 5,008 | ||||
Noninterest expense |
13,520 | 12,241 | ||||
Income before income taxes |
9,228 | 7,703 | ||||
Income tax expense |
2,775 | 2,344 | ||||
Net income |
$ | 6,453 | $ | 5,359 | ||
Earnings per share basic |
$ | 0.94 | $ | 0.88 | ||
Earnings per share diluted |
$ | 0.87 | $ | 0.81 | ||
8
Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations |
The purpose of this discussion and analysis is to focus on significant changes in the financial condition and results of operations of the Company during the first three months of the year. This discussion and analysis highlights and supplements information contained elsewhere in this quarterly report on Form 10-Q, particularly the preceding consolidated financial statements and notes. This discussion and analysis should be read in conjunction with the Companys 2003 Annual Report on Form 10-K.
FORWARD-LOOKING STATEMENTS
This Form 10-Q may contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Examples of forward-looking statements include, but are not limited to, estimates with respect to the financial condition, results of operations and business of the Company that are subject to various factors which would cause actual results to differ materially from the estimates. These factors include, but are not limited to, general economic conditions, changes in interest rates, deposit flows, loan demand, real estate values, and competition; changes in accounting principles, policies, or guidelines; changes in legislation or regulation; and other economic, competitive, governmental, regulatory, and technological factors affecting the Companys operations, pricing, products and services.
FIRST QUARTER OVERVIEW
During the first quarter of 2004, the Company earned $6.5 million, or $.90 per share on a diluted basis. This is an 8% increase over the $0.83 per diluted share, or $5.2 million, earned for the first quarter of 2003. Earnings performance for the current quarter was influenced by the acquisition of Alliance on February 29, 2004, and other factors, the key components of which are summarized below. Quarterly comparatives of earnings are further influenced by the acquisition of Acadiana Bancshares, Inc. (Acadiana) during the first quarter of 2003.
| Total assets of the Company increased $154.6 million, or 7.3%, during the first quarter, from $2.1 billion at the end of 2003. This strong growth is reflective not only of the $72.2 million asset base obtained through the Alliance acquisition, but organic growth through new and deepened client relationships amounting to $82.4 million. Shareholders equity for the same periods improved from $195.2 million at the end of 2003 to $217.2 million at the end of the first quarter of 2004. |
| Net interest income increased by $2.1 million, or 13%, for the three months ended March 31, 2004, compared to the same period of 2003. This was largely attributable to an increased volume and improvement in the mix of both earning assets and deposits. The corresponding net interest margin ratio on a tax-equivalent basis declined to 3.75% from 4.20%. This was primarily the result of higher mortgage prepayment speeds which resulted in increased premium amortizations on related products, market rate declines, mortgage loan portfolio sales and more aggressive pricing on longer-term certificate of deposit products. Additionally, the Acadiana and Alliance acquisitions resulted in increased net interest income, but a reduction of the margin as a result of marking the acquired asset and liability mixes to current yields. |
| Noninterest income improved $684,000, or 14%, for the first quarter of 2004 as compared to the same period of 2003. The improvement was mainly driven by increased service charge revenues on deposit accounts and gains on the sales of mortgage loans. |
| Noninterest expense increased by $1.5 million, or 13%, for the quarter ended March 31, 2004, as compared to the same quarter last year. This was primarily due to an increase in compensation expense as a result of additional staff related to the Acadiana and Alliance acquisitions and key hires over the past 12 months. Other increases for the first quarter of this year as compared to the same period last year were primarily associated with the increased cost of the Companys ESOP as the Companys stock price grew and with managements continued commitment to improving the Companys infrastructure. |
9
| The Company provided $1.1 million for possible loan losses for the three months ended March 31, 2004, as compared to $1.6 million for the same period of 2003 to bring the allowance for loan losses as a percent of total loans to 1.32% at the end of the quarter. Net charge-offs for the first quarter of 2004 were $477,000, or 0.13%, of average loans on an annualized basis, compared to $1.1 million, or 0.38%, a year earlier. The coverage of net charge-offs by the provisions for loan losses was 1.5 times for the first quarter of 2003 and 2.2 times for the first quarter of 2004. Nonperforming assets decreased $2.5 million during the first quarter of this year primarily due to the sale of a non-performing commercial real estate property. The coverage of nonperforming assets by the allowance for loan losses was 2.5 times at the end of 2003, as compared to 4.1 times at the end of the first quarter of 2004. |
FINANCIAL CONDITION
Earning Assets
Earning assets are composed of interest or dividend-bearing assets, including loans, securities, short-term investments and loans held for sale. Interest income associated with earning assets is the Companys primary source of income. For the three months ended March 31, 2004, total average earning assets of the Company amounted to $2.0 billion, an increase of $186.7 million, or 10.4%, from December 31, 2003.
Loans and Allowance for Possible Loan Losses The loan portfolio increased $59.4 million, or 4.2%, to $1.5 billion at March 31, 2004, compared to $1.4 billion at December 31, 2003. The Companys loan to deposit ratio at March 31, 2004 was 83.8% compared to 88.9% at December 31, 2003. The following table sets forth the composition of the Companys loan portfolio at the dates indicated.
Table 1 Loan Portfolio Composition
(dollars in thousands) |
March 31, 2004 |
December 31, 2003 | ||||
Residential mortgage loans: |
||||||
Residential 1-4 family |
$ | 329,900 | $ | 338,965 | ||
Construction |
50,459 | 50,295 | ||||
Total residential mortgage loans |
380,359 | 389,260 | ||||
Commercial loans: |
||||||
Real estate |
362,136 | 352,031 | ||||
Business |
234,929 | 199,275 | ||||
Commercial leases |
1,666 | 1,745 | ||||
Total commercial loans and leases |
598,731 | 553,051 | ||||
Consumer loans: |
||||||
Indirect automobile |
226,020 | 229,636 | ||||
Home equity |
197,092 | 174,740 | ||||
Other |
69,545 | 65,662 | ||||
Total consumer loans |
492,657 | 470,038 | ||||
Total loans receivable |
$ | 1,471,747 | $ | 1,412,349 | ||
The increase in loans since year-end 2003 was due to $53.7 million of additional loans obtained through the acquisition of Alliance, as well as internal growth of $5.7 million. Commercial real estate loans increased $10.1 million, or 2.9%, and commercial business loans increased $35.7 million, or 17.9%. Growth in the commercial loan segment came primarily from traditional commercial, private banking and institutional sectors with no one customer representing a disproportionate percentage of the increase. Residential mortgage loans decreased $8.9 million, or 2.3%. The Company continues to sell the majority of conforming fixed rate mortgage loan originations and recognize the associated fee income rather than assume the rate risk associated with these longer term assets. Total consumer loans increased $22.6 million, or 4.8%, during the first three months of this year. Consumer loans are mainly comprised of indirect automobile loans collateralized by both new and used vehicles, which were down $3.6 million, or 1.6%. Growth in the consumer category was primarily due to a $22.4 million, or 12.8%, increase in home equity loans, $20.0 million of which was obtained through the acquisition of Alliance. All other consumer loans increased $3.9
10
million, or 5.9%. The Company maintains a focus on loans believed to be prime, or lower risk, consumer loans. Excluding the effect of the Alliance purchase accounting transaction, total commercial loans increased $25.5 million, total residential mortgage loans decreased $8.9 million and consumer loans decreased $10.9 million.
During the first quarter, the Company announced the addition of several strategic hires, as well as the opening of new branches in Shreveport and New Orleans, Louisiana, and three loan production offices (LPOs) in Alexandria, Houma and Mandeville, Louisiana. The opening of the Shreveport branch is a first step to take advantage of lending opportunities in Northwest Louisiana and other markets. The New Orleans addition is aimed at strengthening and expanding key private banking relationships in New Orleans. The LPOs expand the Companys ability to provide mortgage loan and other products to markets previously not heavily served by the Company.
The credit quality of the Companys assets has continued to improve as management has assertively worked to enhance underwriting risk/return dynamics within the loan portfolio. Over time, management has significantly increased the allowance for loan losses, tightened underwriting guidelines and procedures, adopted more conservative consumer loan charge-off and nonaccrual guidelines, rewritten the loan policy and developed an internal loan review function. As the Company has transitioned the loan portfolio to be more representative of a commercial bank, there is recognition of a potential for higher charge-off and nonperforming levels, but also a potential higher level of return for investors. Management believes that historically it has recognized and disclosed significant problem loans quickly and taken prompt action in addressing material weaknesses in those credits. The Company will continue to monitor the risk adjusted level of return within the loan portfolio.
Nonperforming assets, defined as nonaccrual loans, accruing loans past due 90 days or more and foreclosed property, amounted to $4.8 million, or 0.21% of total assets at March 31, 2004, compared to $7.3 million, or 0.34%, of total assets at December 31, 2003. The allowance for loan losses amounted to $19.4 million, or 1.32% of total loans and 412.2% of total nonperforming loans, respectively, at March 31, 2004, compared to 1.29% and 355.9%, respectively, at December 31, 2003. The following table sets forth the composition of the Companys nonperforming assets, including accruing loans past due 90 days or more, as of the dates indicated.
Table 2 Nonperforming Assets and Troubled Debt Restructurings (1)
(dollars in thousands) |
March 31, 2004 |
December 31, 2003 |
||||||
Nonaccrual loans: |
||||||||
Commercial, financial and agricultural |
$ | 1,757 | $ | 1,838 | ||||
Mortgage |
535 | 552 | ||||||
Loans to individuals |
1,552 | 1,512 | ||||||
Total nonaccrual loans |
3,844 | 3,902 | ||||||
Accruing loans 90 days or more past due |
862 | 1,220 | ||||||
Total nonperforming loans (1) |
4,706 | 5,122 | ||||||
Foreclosed property |
75 | 2,134 | ||||||
Total nonperforming assets (1) |
4,781 | 7,256 | ||||||
Performing troubled debt restructurings |
| | ||||||
Total nonperforming assets and troubled debt restructurings (1) |
$ | 4,781 | $ | 7,256 | ||||
Nonperforming loans to total loans (1) |
0.32 | % | 0.36 | % | ||||
Nonperforming assets to total assets (1) |
0.21 | % | 0.34 | % | ||||
Allowance for loan losses to nonperforming loans (1) |
412.2 | % | 355.9 | % | ||||
Allowance for loan losses to total loans |
1.32 | % | 1.29 | % | ||||
(1) | Nonperforming loans and assets include accruing loans 90 days or more past due. |
11
The Company has shown continuing improvement in asset quality despite modest loan growth. The percentage of nonperforming assets to total loans decreased from 0.51% at the end of 2003 to 0.32% at March 31, 2004. The balance of nonperforming assets decreased $2.5 million, or 34.1%, since the end of 2003. This decrease was primarily due to the sale of one commercial real estate property for $1.8 million during the first quarter of 2004. Nonperforming loans decreased $416,000, or 8.1%, during the first quarter. Net charge-offs for the first quarter of 2004 were $477,000, or 0.13% of average loans on an annualized basis, as compared to $1.1 million, or 0.38%, for the same quarter last year.
Based on facts and circumstances available, management of the Company believes that the allowance for loan losses was adequate at March 31, 2004 to cover any potential losses in the Companys loan portfolio. However, future adjustments to this allowance may be necessary, and the Companys results of operations could be adversely affected if circumstances differ substantially from the assumptions used by management in determining the allowance for loan losses. Losses in the loan portfolio, net of recoveries, are charged-off against the allowance and reduce the balance. Provisions for loan losses, which are charged against income, increase the allowance.
In determining the amount of the allowance for loan losses, management uses information from its portfolio management process, relationship managers and ongoing loan review efforts to stratify the loan portfolio into asset risk classifications and assign a general or specific reserve allocation. General reserve estimated loss percentages are based on the current and historical loss experience of each loan category, regulatory guidelines for losses, the status of past due payments, and managements judgment of economic conditions and related level of risk assumed. Specific reserves are determined on a loan-by-loan basis based on managements evaluation of loss exposure for each credit, given current payment status of the loan and the value of any underlying collateral. Loans for which specific reserves are provided are excluded from the general reserve calculations described above to prevent duplicate reserves. Additionally, an unallocated reserve for the total loan portfolio is established to address 1) the imprecision and estimation risk inherent in the calculations of general and specific reserves, and 2) managements evaluation of various conditions that are not directly measured by any other component of the allowance. Such components would include current general economic conditions affecting key lending areas, credit quality trends, collateral values, loan volumes and concentrations, seasoning of the loan portfolio and the findings of internal credit examinations.
Investment Securities The Companys investment securities available for sale increased $72.5 million, or 17.0%, to $498.6 million at March 31, 2004, compared to $426.1 million at December 31, 2003. The increase was due to securities of $11.2 million obtained through the acquisition of Alliance, purchases of securities totaling $101.6 million, and a $4.2 million increase in the market value of the portfolio, which were partially offset by sales of securities totaling $14.5 million and principal amortizations, maturities and calls of securities totaling $29.9 million.
The Companys investment securities held to maturity decreased $5.2 million, or 9.6%, to $48.3 million at March 31, 2004, compared to $53.5 million at December 31, 2003. This decrease was due to principal amortizations, maturities and calls.
Short-term Investments Short-term investments result from excess funds that fluctuate daily depending on the funding needs of the Company and are currently invested overnight in an interest-bearing deposit account at the Federal Home Loan Bank (FHLB) of Dallas, the total balance of which earns interest at the current FHLB discount rate. The balance in interest-bearing deposits at other institutions increased $7.5 million, or 36.3%, to $28.2 million at March 31, 2004, compared to $20.7 million at December 31, 2003.
Mortgage Loans Held for Sale Loans held for sale increased $5.2 million, or 90.1%, to $11.0 million at March 31, 2004, compared to $5.8 million at December 31, 2003. Loans held for sale have primarily been fixed rate single-family residential mortgage loans under contract to be sold in the secondary market. In most cases, loans in this category are sold within thirty days.
12
All Other Assets Included in this category are cash and due from banks, premises and equipment, goodwill and other assets. From December 31, 2003 to March 31, 2004, cash and due from banks increased $6.1 million, or 12.4%, and premises and equipment increased $3.9 million, or 12.1%. Goodwill and acquisition intangibles increased $6.2 million, or 4.6%, as a result of the Alliance acquisition.
Funding Sources
Deposits obtained from clients in its primary market areas are the Companys principal source of funds for use in lending and other business purposes. The Company attracts local deposit accounts by offering a wide variety of accounts, competitive interest rates and convenient branch office locations and service hours. Increasing core deposits through the development of client relationships is a continuing focus of the Company. Other funding sources include short-term and long-term borrowings, subordinated debt and shareholders equity. The following discussion highlights the major changes in the mix during the first three months of the year.
Deposits Total end of period deposits increased $168.2 million, or 10.6%, to $1.8 billion at March 31, 2004, compared to $1.6 billion at December 31, 2003. The growth in deposits for the first three months of 2004 was spread across all customer deposit groups and includes $61.8 million of deposits acquired from Alliance. From December 31, 2003 to March 31, 2004, noninterest-bearing checking accounts increased $17.3 million, or 9.1%, interest-bearing checking account deposits increased $88.0 million, or 19.5%, savings and money market accounts increased $30.5 million, or 8.7%, and certificate of deposit accounts increased $32.4 million, or 5.4%. Excluding the effect of the Alliance acquisition, noninterest-bearing checking accounts would have increased $5.4 million, or 2.8%, interest-bearing checking account deposits would have increased $77.6 million, or 17.3%, savings and money market accounts would have increased $2.6 million, or 0.8%, and certificate of deposit accounts would have increased $20.8 million, or 3.5%.
During this period of low rates, the Company increased retail fixed rate certificates of deposit through more aggressive pricing on longer-term maturities and also increased overall commercial deposits through relationship development.
Short-term Borrowings Short-term borrowings decreased $41.6 million, or 25.6%, to $121.0 million at March 31, 2004, compared to $162.6 million at December 31, 2003. The Companys short-term borrowings at March 31, 2004 were comprised of $92.0 million in FHLB of Dallas advances with maturities of nine months or less and $29.0 million of securities sold under agreements to repurchase. The level of short-term borrowings can fluctuate significantly on a daily basis depending on funding needs and the source of funds chosen to satisfy those needs.
Long-term Borrowings Long-term borrowings decreased $395,000, or 0.3%, to $155.9 million at March 31, 2004, compared to $156.3 million at December 31, 2003. At March 31, 2004, the Companys long-term borrowings were comprised of $135.3 million of fixed-rate advances from the FHLB of Dallas and $20.6 million in junior subordinated debt.
Shareholders Equity Shareholders equity provides a source of permanent funding, allows for future growth and provides the Company with a cushion to withstand unforeseen adverse developments. At March 31, 2004, shareholders equity totaled $217.2 million, an increase of $22.0 million, or 11.3%, compared to $195.2 million at December 31, 2003. The increase in shareholders equity for the first three months of the year was the result of the Companys net income of $6.5 million, $679,000 of common stock released by the Companys ESOP trust, $199,000 of common stock earned by participants in the Companys RRP trust, $2.0 million from the reissuance of treasury stock for stock options exercised, $15.5 million for the issuance of common stock as a result of the purchase accounting transaction with Alliance and a $2.0 million increase in other comprehensive income. Such increases were partially offset by cash dividends declared on the Companys common stock of $1.7 million and repurchases of $3.2 million of the Companys common stock that were placed into treasury.
During the quarter ended March 31, 2004, the Company repurchased a total of 52,100 shares of its Common Stock in accordance with the Stock Repurchase Program announced on September 17, 2003. The following table details these purchases during the quarter.
13
Table 3 Stock Repurchases
Period |
Number of Shares Purchased |
Average per Share |
Number of Shares Purchased as Part of Publicly Announced Plan |
Maximum Number of Shares that May Yet Be Purchased Under Plan | |||||
January 1-31, 2004 |
| | | 268,300 | |||||
February 1-29, 2004 |
37,700 | $ | 60.77 | 37,700 | 230,600 | ||||
March 1-31, 2004 |
14,400 | $ | 60.91 | 14,400 | 216,200 | ||||
Total |
52,100 | $ | 60.81 | 52,100 | 216,200 | ||||
No shares were repurchased during the quarter ended March 31, 2004, other than through publicly announced plans. Up to 300,000 shares may be repurchased through the stock repurchase program announced on September 17, 2003.
RESULTS OF OPERATIONS
The Company reported net income of $6.5 million for the three months ended March 31, 2004, compared to $5.2 million earned during the first three months of 2003, an increase of $1.3 million, or 24.4%. The Companys interest income increased $2.8 million, interest expense increased $737,000, the provision for loan losses decreased $520,000, noninterest income increased $684,000, noninterest expense increased $1.5 million and income tax expense increased $491,000 during the three months ended March 31, 2004, compared to the first quarter of 2003. Included in earnings are the results of operations of Acadiana from the acquisition date of February 28, 2003 forward and Alliance from the acquisition date of February 29, 2004 forward.
Net Interest Income Net interest income is the difference between interest realized on earning assets and interest paid on interest-bearing liabilities. Net interest income is also the driver of core earnings and, as such, is subject to constant scrutiny by management. The rate of return and relative risk associated with earning assets are weighed to determine the appropriateness and mix of earning assets. Additionally, the need for lower cost funding sources is weighed against relationships with clients and future growth requirements. The Companys average interest rate spread, which is the difference between the yields earned on earning assets and the rates paid on interest-bearing liabilities, was 3.57% during the three months ended March 31, 2004, compared to 3.94% for the comparable period in 2003. The Companys net interest margin on a taxable equivalent (TE) basis, which is net interest income (TE) as a percentage of average earning assets, was 3.75% during the three months ended March 31, 2004, compared to 4.20%, for the comparable period in 2003.
Net interest income increased $2.1 million, or 12.9%, to $18.0 million for the three months ended March 31, 2004, compared to $15.9 million for the three months ended March 31, 2003. The increase was due to a $2.8 million, or 12.3%, increase in interest income, which was partially offset by a $737,000, or 11.0%, increase in interest expense. The increase in interest income was the result of a $410.7 million, or 26.1%, increase in the average balance of earning assets, which was partially offset by a 67 basis point decrease in the yield earned on earning assets. The increase in interest expense was the result of a $399.1 million, or 29.2%, increase in the average balance of interest-bearing liabilities, which was partially offset by a 30 basis point decrease in the cost of interest-bearing liabilities.
The current low interest rate environment resulted in net interest spread and margin compression as a result of several factors. Slightly higher prepayment speeds associated with a new wave of residential mortgage loan refinancing impacted mortgage products in both the investment and loan portfolios. The current low interest rate environment also resulted in increased mortgage loan portfolio sales to reduce rate risk and take advantage of gains in these products, more aggressive pricing on longer-term certificates of deposit to lock in rates and overall lower earning asset spreads. Additionally, the Acadiana and Alliance acquisitions resulted in increased net interest income, but a reduction of the margin as a result of marking the acquired asset and liability mix to current yields. During this period of low rates, the Company repositioned $8.0
14
million of the bond portfolio by buying and selling similar-type agency bonds at slightly different durations, which resulted in an immediate gain of $143,000 and a slight increase in income going forward.
Although management believes that the Company is not significantly affected by changes in interest rates over an extended period of time, a continued period of low interest rates may exert downward pressure on the net interest margin and net interest income. Under traditional measures of interest rate gap positions, the Company is slightly liability sensitive in the short-term. As of March 31, 2004, the Companys financial model indicated that an immediate and sustained 100 basis point rise in rates over the next 12 months would approximate a 0.08% increase in net interest income, while a 100 basis point decline in rates over the same period would approximate a 1.88% increase in net interest income from an unchanged rate environment. Computations of interest rate risk do not necessarily include certain actions that management may undertake to manage this risk in response to anticipated changes in interest rates.
The Company will continue to monitor investment opportunities and weigh the associated risk/return. Volume increases in earning assets and improvements in the mix of earning assets and interest-bearing liabilities should improve net interest income, but may negatively impact the net interest margin ratio. The Company has engaged in interest rate swap transactions, which are a form of derivative financial instrument, to modify the net interest sensitivity to levels deemed to be appropriate. Through this instrument, interest rate risk is managed by hedging with an interest rate swap contract designed to pay fixed and receive floating interest. The interest rate swaps of the Company were executed to modify net interest sensitivity to levels deemed appropriate.
Table 4 presents average balance sheets, net interest income and average interest rates for the three month periods ended March 31, 2004 and 2003.
15
Table 4 - Average Balances, Net Interest Income and Interest Yields / Rates
The following table sets forth, for the periods indicated, information regarding (i) the total dollar amount of interest income of the Company from earning assets and the resultant average yields; (ii) the total dollar amount of interest expense on interest-bearing liabilities and the resultant average rate; (iii) net interest income; (iv) net interest spread; and (v) net interest margin. Information is based on average daily balances during the indicated periods. Investment security market value adjustments and trade-date accounting adjustments are not considered to be earning assets and, as such, the net effect of the adjustments is included in nonearning assets. Tax equivalent (TE) yields are calculated using a marginal tax rate of 35%.
Three Months Ended March 31, |
||||||||||||||||||||
2004 |
2003 |
|||||||||||||||||||
(dollars in thousands) |
Average Balance |
Interest |
Average Yield/ Rate (1) |
Average Balance |
Interest |
Average Yield/ Rate (1) |
||||||||||||||
Earning assets: |
||||||||||||||||||||
Loans receivable: |
||||||||||||||||||||
Mortgage loans |
$ | 385,826 | $ | 5,391 | 5.59 | % | $ | 265,090 | $ | 4,390 | 6.62 | % | ||||||||
Commercial loans (TE) (2) |
565,859 | 6,609 | 4.85 | 450,401 | 6,033 | 5.62 | ||||||||||||||
Consumer and other loans |
475,758 | 7,934 | 6.71 | 422,708 | 7,963 | 7.64 | ||||||||||||||
Lease financing receivables |
1,709 | 24 | 5.56 | 2,017 | 28 | 5.55 | ||||||||||||||
Total loans |
1,429,152 | 19,958 | 5.67 | 1,140,216 | 18,414 | 6.60 | ||||||||||||||
Mortgage loans held for sale |
11,493 | 131 | 4.56 | 8,274 | 117 | 5.66 | ||||||||||||||
Investment securities (TE)(2) (3) |
503,730 | 5,134 | 4.35 | 386,099 | 3,900 | 4.34 | ||||||||||||||
Other earning assets |
39,848 | 179 | 1.81 | 38,971 | 181 | 1.88 | ||||||||||||||
Total earning assets |
1,984,223 | 25,402 | 5.25 | 1,573,560 | 22,612 | 5.92 | ||||||||||||||
Allowance for loan losses |
(18,721 | ) | (14,267 | ) | ||||||||||||||||
Nonearning assets |
215,896 | 154,229 | ||||||||||||||||||
Total assets |
$ | 2,181,398 | $ | 1,713,522 | ||||||||||||||||
Interest-bearing liabilities: |
||||||||||||||||||||
Deposits: |
||||||||||||||||||||
NOW accounts |
$ | 486,845 | 1,135 | 0.94 | $ | 291,242 | 704 | 0.98 | ||||||||||||
Savings and money market accounts |
376,099 | 698 | 0.75 | 332,913 | 815 | 0.99 | ||||||||||||||
Certificates of deposit |
614,838 | 3,525 | 2.31 | 521,500 | 3,573 | 2.78 | ||||||||||||||
Total interest-bearing deposits |
1,477,782 | 5,358 | 1.46 | 1,145,655 | 5,092 | 1.80 | ||||||||||||||
Short-term borrowings |
133,592 | 384 | 1.14 | 119,633 | 413 | 1.38 | ||||||||||||||
Long-term debt |
156,104 | 1,694 | 4.29 | 103,112 | 1,194 | 4.63 | ||||||||||||||
Total interest-bearing liabilities |
1,767,478 | 7,436 | 1.68 | 1,368,400 | 6,699 | 1.98 | ||||||||||||||
Noninterest-bearing demand deposits |
190,067 | 166,709 | ||||||||||||||||||
Noninterest-bearing liabilities |
19,142 | 22,399 | ||||||||||||||||||
Total liabilities |
1,976,687 | 1,557,508 | ||||||||||||||||||
Shareholders equity |
204,711 | 156,014 | ||||||||||||||||||
Total liabilities and shareholders equity |
$ | 2,181,398 | $ | 1,713,522 | ||||||||||||||||
Net earning assets |
$ | 216,745 | $ | 205,160 | ||||||||||||||||
Ratio of earning assets to interest-bearing liabilities |
112.26 | % | 114.99 | % | ||||||||||||||||
Net interest spread |
$ | 17,966 | 3.57 | % | $ | 15,913 | 3.94 | % | ||||||||||||
Tax equivalent benefit |
0.14 | % | 0.14 | % | ||||||||||||||||
Net interest income (TE) / Net interest margin (TE) (2) |
$ | 18,648 | 3.75 | % | $ | 16,495 | 4.20 | % | ||||||||||||
(1) | Annualized. |
(2) | Fully taxable equivalent (TE) calculations include the tax benefit associated with related income sources that are tax-exempt using a marginal tax rate of 35%. |
(3) | Balances exclude unrealized gain or loss on securities available for sale and impact of trade date accounting. |
16
Provision For Loan Losses The allowance for loan losses is maintained at a level considered appropriate by management based on various factors as they relate to the collectability of the Companys loan portfolio. Increases to the allowance for loan losses are achieved through provisions for loan losses that are charged against income. Management of the Company assesses the allowance for loan losses on a quarterly basis and will make provisions for loan losses as deemed appropriate in order to maintain the adequacy of the allowance for loan losses.
As a result of continued improvement in asset quality, the Company lowered the loan loss provision during the quarter ended March 31, 2004. For the three months ended March 31, 2004, the provision for loan losses was $1.1 million as compared to $1.6 million for the same period in 2003. The allowance for loan losses as a percentage of outstanding loans, net of unearned income, was 1.32% at March 31, 2004, compared to 1.23% at March 31, 2003, and 1.29% at December 31, 2003.
Noninterest Income The Companys total noninterest income was $5.6 million for the three months ended March 31, 2004, $684,000, or 14.0%, higher than the $4.9 million earned for the same period in 2003. The primary reasons for the increase in noninterest income were a $308,000 increase in service charges on deposit accounts, a $160,000 increase in gains on the sale of mortgage loans in the secondary market, a $124,000 increase in broker sales commissions and a $71,000 increase in gains on the sale of investment securities.
Noninterest Expense Noninterest expense increased $1.5 million, or 12.7%, for the three months ended March 31, 2004, to $13.2 million, compared to $11.7 million for the three months ended March 31, 2003. Noninterest expense includes costs related to salary and employee benefits, occupancy and equipment, communication and delivery, marketing and business development, amortization of acquisition intangibles and other expenses. The increase in noninterest expense primarily relates to a $1.1 million increase in salaries and employee benefits expense due to increased staffing associated with the Acadiana and Alliance acquisitions, several key hires and the rising cost associated with the increased market value of the Companys common stock as it relates to the Companys ESOP. Other expense increases included $270,000 in building and occupancy expense, $204,000 in franchise and share tax assessments and $134,000 in amortization of acquisition intangibles.
Income Tax Expense Income tax expense increased $491,000, or 21.6%, for the three months ended March 31, 2004 to $2.8 million, compared to $2.3 million for the three months ended March 31, 2003. The effective tax rates for the three months ended March 31, 2004 and 2003 were 29.8% and 30.3%, respectively. The increase in income tax expense was due primarily to the increase in income before income taxes. The difference between the effective tax rate and the statutory tax rate primarily relates to variances in items that are either nontaxable or nondeductible, mainly the nondeductible portion of the ESOP compensation expense, nontaxable portion of municipal investments and nontaxable portion of bank owned life insurance policies.
LIQUIDITY AND CAPITAL RESOURCES
The Companys liquidity, represented by cash and cash equivalents, is a product of its operating, investing and financing activities. The Company manages its liquidity with the objective of maintaining sufficient funds to respond to the needs of depositors and borrowers and to take advantage of earnings enhancement opportunities. The primary sources of funds for the Company are deposits, borrowings, repayments and maturities of loans and investment securities, securities sold under agreements to repurchase, as well as funds provided from operations. Certificates of deposit scheduled to mature in one year or less at March 31, 2004 totaled $374.5 million. Based on past experience, management believes that a significant portion of maturing deposits will remain with the Company. Additionally, the majority of the investment securities portfolio is classified by the Company as available-for-sale which provides the ability to liquidate securities as needed. Due to the relatively short planned duration of the investment security portfolio, the Company continues to experience significant cash flows.
While scheduled cash flows from the amortization and maturities of loans and securities are relatively predictable sources of funds, deposit flows and prepayments of loan and investment securities are greatly
17
influenced by general interest rates, economic conditions and competition. The FHLB of Dallas provides an additional source of liquidity to make funds available for general requirements and also to assist with the variability of less predictable funding sources. At March 31, 2004, the Company had $227.3 million of outstanding advances from the FHLB of Dallas. The Company and IBERIABANK also have various funding arrangements with commercial banks providing up to $65 million in the form of federal funds and other lines of credit. At March 31, 2004, there was no balance outstanding on these lines and all of the funding was available to the Company. In addition, the Company has issued junior subordinated debt which may be included in Tier 1 capital up to 25% of the total of the Companys core capital elements, including the junior subordinated debt.
Liquidity management is both a daily and long-term function of business management. Excess liquidity is generally invested in short-term investments such as overnight deposits. On a longer-term basis, the Company maintains a strategy of investing in various lending and investment security products. The Company uses its sources of funds primarily to meet its ongoing commitments and fund loan commitments. The Company has been able to generate sufficient cash through its deposits as well as borrowings and anticipates it will continue to have sufficient funds to meet its liquidity requirements. At March 31, 2004, the total approved loan commitments outstanding amounted to $27.2 million. At the same time, commitments under unused lines of credit, including credit card lines, amounted to $271.1 million.
At March 31, 2004, the Company and IBERIABANK had regulatory capital that was in excess of regulatory requirements. The Companys actual levels and current requirements as of March 31, 2004 are detailed below:
Actual Capital |
Required Capital |
|||||||||||
(dollars in thousands) |
Amount |
Percent |
Amount |
Percent |
||||||||
Tier 1 Leverage |
$ | 166,142 | 7.86 | % | $ | 84,502 | 4.00 | % | ||||
Tier 1 Risk-based |
$ | 166,142 | 11.28 | % | $ | 58,893 | 4.00 | % | ||||
Total Risk-Based |
$ | 184,561 | 12.54 | % | $ | 117,786 | 8.00 | % | ||||
Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
Quantitative and qualitative disclosures about market risk are presented at December 31, 2003 in Item 7A of the Companys Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 15, 2004. Additional information required for this item is included herein under Item 2, Managements Discussion and Analysis of Financial Condition and Results of Operations.
Item 4. | Controls and Procedures |
An evaluation of the effectiveness of the Companys disclosure controls and procedures as of March 31, 2004, was carried out under the supervision, and with the participation of, the Chief Executive Officer (CEO) and Chief Financial Officer (CFO). Based on that evaluation, the CEO and CFO have concluded that the Companys disclosure controls and procedures are effective in alerting them in a timely manner to material information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 (the Exchange Act).
In addition, the Company reviewed its internal controls. There was no significant change in the Companys internal controls over financial reporting during the last fiscal quarter that has materially affected, or is reasonable likely to materially affect, the control over financial reporting.
Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed by the Company under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to the Companys management, including the CEO and the CFO, as appropriate, to allow timely decisions regarding required disclosures. Disclosure controls include internal controls that are designed to provide reasonable assurance
18
that transactions are properly authorized, assets are safeguarded against unauthorized or improper use and transactions are properly recorded and reported.
Any control system, no matter how well conceived and operated, can provide only reasonable assurance that its objectives are achieved. The design of a control system inherently has limitations, including the controls cost relative to their benefits. Additionally, controls can be circumvented. No cost-effective control system can provide absolute assurance that all control issues and instances of fraud, if any, will be detected.
PART II. OTHER INFORMATION
Item 1. | Legal Proceedings |
Not Applicable
Item 2. | Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities |
Information regarding purchases of equity securities is included herein on page 14 under Item 2, Managements Discussion and Analysis of Financial Condition and Results of Operations.
Item 3. | Defaults Upon Senior Securities |
Not Applicable
Item 4. | Submission of Matters to a Vote of Security Holders |
Not Applicable
Item 5. | Other Information |
Not Applicable
Item 6. | Exhibits and Reports on Form 8-K |
(a) Exhibit Index.
Exhibit No. 31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
Exhibit No. 31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
Exhibit No. 32.1 | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
Exhibit No. 32.2 | Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
(b) Reports on Form 8-K.
(1) Current Report on Form 8-K dated January 20, 2004, furnishing under Item 12, the announcement of the Companys results of operations for the fourth quarter and fiscal year ended December 31, 2003.
(2) Current Report on Form 8-K dated February 29, 2004, furnishing under Item 9, the announcement of the Companys completion of the acquisition of Alliance Bank of Baton Rouge, which was merged with and into IBERIABANK, the Companys wholly owned subsidiary.
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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.
IBERIABANK Corporation | ||||||||
Date: | May 10, 2004 |
By: | /s/ Daryl G. Byrd | |||||
Daryl G. Byrd | ||||||||
President and Chief Executive Officer | ||||||||
Date: | May 10, 2004 |
By: | /s/ Marilyn W. Burch | |||||
Marilyn W. Burch | ||||||||
Executive Vice President and Chief Financial Officer |
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