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Table of Contents

 

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, 2005

 

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

(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 the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

 

The registrant had 7,667,423 shares of common stock, $1.00 par value, which were issued and outstanding as of April 30, 2005.

 



Table of Contents

IBERIABANK CORPORATION AND SUBSIDIARY

 

TABLE OF CONTENTS

 

          Page

Part I.

  

Financial Information

    

Item 1.

  

Financial Statements

   2

Item 2.

  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

   8

Item 3.

  

Quantitative and Qualitative Disclosures About Market Risk

   20

Item 4.

  

Controls and Procedures

   20

Part II.

  

Other Information

    

Item 1.

  

Legal Proceedings

   21

Item 2.

  

Unregistered Sales of Equity Securities and Use of Proceeds

   21

Item 3.

  

Defaults Upon Senior Securities

   21

Item 4.

  

Submission of Matters to a Vote of Security Holders

   21

Item 5.

  

Other Information

   21

Item 6.

  

Exhibits

   21

Signatures

   22

 

1


Table of Contents

 

PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

IBERIABANK CORPORATION AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS (unaudited)

(dollars in thousands, except share data)

 

     March 31,
2005


    December 31,
2004


 

Assets

                

Cash and due from banks

   $ 50,020     $ 33,927  

Interest-bearing deposits in banks

     14,059       19,325  
    


 


Total cash and cash equivalents

     64,079       53,252  

Securities available for sale, at fair value

     566,921       526,933  

Securities held to maturity, fair values of $33,371 and $41,061, respectively

     32,782       40,022  

Mortgage loans held for sale

     10,846       8,109  

Loans, net of unearned income

     1,833,997       1,650,626  

Allowance for loan losses

     (25,091 )     (20,116 )
    


 


Loans, net

     1,808,906       1,630,510  

Premises and equipment, net

     47,769       39,557  

Goodwill

     93,871       64,732  

Other assets

     104,839       85,487  
    


 


Total Assets

   $ 2,730,013     $ 2,448,602  
    


 


Liabilities

                

Deposits:

                

Noninterest-bearing

   $ 265,278     $ 218,859  

Interest-bearing

     1,766,457       1,554,630  
    


 


Total deposits

     2,031,735       1,773,489  

Short-term borrowings

     169,706       236,453  

Long-term debt

     239,555       206,089  

Other liabilities

     23,470       12,409  
    


 


Total Liabilities

     2,464,466       2,228,440  
    


 


Shareholders’ Equity

                

Preferred stock, $1 par value - 5,000,000 shares authorized

     —         —    

Common stock, $1 par value - 25,000,000 shares authorized; 9,442,125 and 8,649,777 shares issued, respectively

     9,442       8,650  

Additional paid-in-capital

     187,441       136,841  

Retained earnings

     145,200       140,049  

Unearned compensation

     (8,970 )     (5,581 )

Accumulated other comprehensive income

     (3,504 )     390  

Treasury stock at cost - 1,756,207 and 1,765,320 shares, respectively

     (64,062 )     (60,187 )
    


 


Total Shareholders’ Equity

     265,547       220,162  
    


 


Total Liabilities and Shareholders’ Equity

   $ 2,730,013     $ 2,448,602  
    


 


 

See Notes to Consolidated Financial Statements

 

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Table of Contents

 

IBERIABANK CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME (unaudited)

(dollars in thousands, except per share data)

 

     For The Three Months
Ended March 31,


     2005

   2004

Interest and Dividend Income

             

Loans, including fees

   $ 24,984    $ 19,958

Mortgage loans held for sale, including fees

     126      131

Investment securities:

             

Taxable interest

     5,349      4,488

Tax-exempt interest

     627      646

Other

     368      179
    

  

Total interest and dividend income

     31,454      25,402
    

  

Interest Expense

             

Deposits

     7,535      5,358

Short-term borrowings

     990      384

Long-term debt

     2,380      1,694
    

  

Total interest expense

     10,905      7,436
    

  

Net interest income

     20,549      17,966

Provision for loan losses

     650      1,055
    

  

Net interest income after provision for loan losses

     19,899      16,911
    

  

Noninterest Income

             

Service charges on deposit accounts

     3,140      2,906

ATM/debit card fee income

     608      432

Income from bank owned life insurance

     456      377

Gain on sale of loans, net

     558      862

Gain on sale of assets

     36      10

Gain on sale of investments, net

     5      143

Other income

     1,278      826
    

  

Total noninterest income

     6,081      5,556
    

  

Noninterest Expense

             

Salaries and employee benefits

     8,239      7,113

Occupancy and equipment

     1,889      1,701

Franchise and shares tax

     772      700

Communication and delivery

     776      654

Marketing and business development

     512      451

Data processing

     438      375

Printing, stationery and supplies

     261      218

Amortization of acquisition intangibles

     284      218

Other expenses

     2,505      1,785
    

  

Total noninterest expense

     15,676      13,215
    

  

Income before income tax expense

     10,304      9,252

Income tax expense

     3,004      2,761
    

  

Net Income

   $ 7,300    $ 6,491
    

  

Earnings per share - basic

   $ 1.02    $ 0.98
    

  

Earnings per share - diluted

   $ 0.94    $ 0.90
    

  

 

See Notes to Consolidated Financial Statements

 

3


Table of Contents

 

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
Comprehensive
Income


    Treasury
Stock


    Total

 

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  
    

  

  


 


 


 


 


Balance, December 31, 2004

   $ 8,650    $ 136,841    $ 140,049     $ (5,581 )   $ 390     $ (60,187 )   $ 220,162  

Comprehensive income:

                                                      

Net income

                   7,300                               7,300  

Change in unrealized gain on securities available for sale, net of deferred taxes

                                   (4,625 )             (4,625 )

Change in fair value of derivatives used for cash flow hedges, net of tax effect

                                   731               731  
                                                  


Total comprehensive income

                                                   3,406  

Cash dividends declared, $.28 per share

                   (2,149 )                             (2,149 )

Reissuance of treasury stock under stock option plan, net of shares surrendered in payment, including tax benefit, 36,980 shares

            577                              394       971  

Common stock released by ESOP trust

            519              103                       622  

Common stock earned by participants of recognition and retention plan trust, including tax benefit

            67              270                       337  

Common stock issued for recognition and retention plan

            2,492              (3,762 )             1,270       —    

Common stock issued for acquisition

     792      46,945                                      47,737  

Treasury stock acquired at cost, 91,200 shares

                                           (5,539 )     (5,539 )
    

  

  


 


 


 


 


Balance, March 31, 2005

   $ 9,442    $ 187,441    $ 145,200     $ (8,970 )   $ (3,504 )   $ (64,062 )   $ 265,547  
    

  

  


 


 


 


 


 

See Notes to Consolidated Financial Statements

 

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Table of Contents

 

IBERIABANK CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

(dollars in thousands)

 

     For The Three Months
Ended March 31,


 
     2005

    2004

 

Cash Flows from Operating Activities

                

Net income

   $ 7,300     $ 6,491  

Adjustments to reconcile net income to net cash provided by operating activities:

                

Depreciation and amortization

     1,176       1,054  

Provision for loan losses

     650       1,055  

Noncash compensation expense

     863       798  

Gain on sale of assets

     (36 )     (10 )

Gain on sale of investments

     (5 )     (143 )

Amortization of premium/discount on investments

     516       699  

Net change in loans held for sale

     (2,737 )     (5,210 )

Other operating activities, net

     6,963       3,691  
    


 


Net Cash Provided by Operating Activities

     14,690       8,425  
    


 


Cash Flows from Investing Activities

                

Proceeds from sales of securities available for sale

     —         14,648  

Proceeds from maturities, prepayments and calls of securities available for sale

     21,619       29,315  

Purchases of securities available for sale

     (57,688 )     (101,561 )

Proceeds from maturities, prepayments and calls of securities held to maturity

     7,209       5,087  

Decrease (increase) in loans receivable, net

     13,764       (6,909 )

Proceeds from sale of premises and equipment

     354       —    

Purchases of premises and equipment

     (2,173 )     (3,415 )

Proceeds from disposition of real estate owned

     772       2,285  

Cash received in excess of cash paid in acquisition

     20,736       4,422  

Other investing activities, net

     (15 )     (118 )
    


 


Net Cash Provided by (Used in) Investing Activities

     4,578       (56,246 )
    


 


Cash Flows from Financing Activities

                

Increase in deposits

     65,759       106,646  

Net change in short-term borrowings

     (66,747 )     (41,576 )

Repayments of long-term debt

     (424 )     (107 )

Dividends paid to shareholders

     (1,816 )     (1,508 )

Proceeds from sale of treasury stock for stock options exercised

     332       1,117  

Costs of issuance of common stock in acquisition

     (6 )     —    

Payments to repurchase common stock

     (5,539 )     (3,168 )
    


 


Net Cash (Used in) Provided by Financing Activities

     (8,441 )     61,404  
    


 


Net Increase In Cash and Cash Equivalents

     10,827       13,583  

Cash and Cash Equivalents at Beginning of Period

     53,252       69,571  
    


 


Cash and Cash Equivalents at End of Period

   $ 64,079     $ 83,154  
    


 


Supplemental Schedule of Noncash Activities

                

Acquisition of real estate in settlement of loans

   $ 440     $ 193  
    


 


Common stock issued in acquisition

   $ 47,743     $ 15,496  
    


 


Exercise of stock options with payment in company stock

   $ 521     $ —    
    


 


Supplemental Disclosures

                

Cash paid for:

                

Interest on deposits and borrowings

   $ 10,963     $ 7,394  
    


 


Income taxes, net

   $ 524     $ 213  
    


 


 

See Notes to Consolidated Financial Statements

 

5


Table of Contents

 

IBERIABANK CORPORATION AND SUBSIDIARY

Notes to Consolidated Financial Statements

(unaudited)

 

Note 1 – Basis of Presentation

 

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they 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 Company’s Annual Report on Form 10-K for the year ended December 31, 2004.

 

The consolidated financial statements include the accounts of IBERIABANK Corporation and its wholly owned subsidiary, IBERIABANK (the “Bank”), as well as all of the Bank’s subsidiaries, Iberia Financial Services LLC, Acadiana Holdings LLC, Jefferson Insurance 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 New Orleans, Baton Rouge, Shreveport, Monroe, and the Acadiana region of Louisiana.

 

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.

 

Note 2 – Earnings Per Share

 

For the three months ended March 31, 2005, basic earnings per share were based on 7,191,083 weighted average shares outstanding and diluted earnings per share were based on 7,739,962 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 5,169; (b) the weighted average shares owned by the Recognition and Retention Plan Trust (“RRP”) of 179,162; and (c) the weighted average shares purchased in Treasury Stock of 1,793,792.

 

Note 3 – Recent Accounting Pronouncements

 

In December 2004, the Financial Accounting Standards Board (FASB) issued FAS No. 123(R), Share-Based Payment. FAS No. 123(R) revises FAS No. 123 and calls for companies to expense the fair value of employee stock options and other forms of stock-based compensation. The Company is required to adopt FAS No. 123(R) as of January 1, 2006. This requirement will represent a significant change in practice for the Company.

 

FAS No. 123(R) requires companies to (1) use fair value to measure stock-based compensation awards and (2) cease using the “intrinsic value” method of accounting, which APB No. 25 allowed and resulted in no expense for many awards of stock options for which the exercise price of the option equaled the price of the underlying stock at the grant date. Under FAS No. 123(R), the fair value of a stock-based compensation award is recognized over the employee’s service period.

 

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On March 25, 2005, the SEC issued Staff Accounting Bulletin No. 107 (SAB 107). SAB 107 provides guidance regarding the valuation of share-based payment arrangements, the classification of compensation expense, non-GAAP financial measures, first-time adoption of Statement 123(R) in an interim period, capitalization of compensation cost related to share-based payment arrangements, the accounting for income tax effects of share-based payment arrangements upon adoption of Statement 123(R), the modification of employee share options prior to adoption of Statement 123(R) and disclosures in Management’s Discussion and Analysis subsequent to adoption of Statement 123(R).

 

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,


 

(dollars in thousands, except per share data)


   2005

    2004

 

Net Income:

                

As reported

   $ 7,300     $ 6,491  

Deduct: Stock option compensation expense under the fair value method, net of related tax effect

     (367 )     (268 )
    


 


Pro forma

   $ 6,933     $ 6,223  
    


 


Earnings per share:

                

As reported - basic

   $ 1.02     $ 0.98  

   diluted

   $ 0.94     $ 0.90  

Pro forma -  basic

   $ 0.96     $ 0.94  

diluted

   $ 0.90     $ 0.87  

 

Note 5 – Acquisition

 

The Company completed the acquisition of American Horizons Bancorp, Inc., the holding company for American Horizons Bank, of Monroe, Louisiana (“American Horizons”) on January 31, 2005. The acquisition expanded the Company’s presence in North Louisiana.

 

The consolidated statements of income include the results of operations for American Horizons from the acquisition date. The transaction resulted in $29.2 million of goodwill and $5.0 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 ten years using the straight line method.

 

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Table of Contents

In the acquisition, shareholders of American Horizons received 792,348 shares of the Company’s common stock valued at $47.7 million and cash of $653,000. The combination was accounted for as a purchase with the purchase price allocated as follows:

 

(dollars in thousands)


   Amount

 

Cash and due from banks

   $ 21,389  

Investment securities

     11,515  

Loans, net

     193,623  

Premises and equipment, net

     7,238  

Goodwill

     29,179  

Core deposit intangibles

     5,039  

Other assets

     9,331  

Deposits

     (192,653 )

Borrowings

     (34,207 )

Other liabilities

     (2,057 )
    


Total purchase price

   $ 48,397  
    


 

The following pro forma information for the three month periods ended March 31, 2005 and March 31, 2004 reflects the Company’s estimated consolidated results of operations as if the acquisition of American Horizons occurred at January 1 of the respective periods, unadjusted for potential cost savings.

 

     Pro Forma Combined
For the Three Months Ended


(dollars in thousands, except per share data)


   March 31,
2005


   March 31,
2004


Interest and noninterest income

   $ 39,104    $ 35,376

Net income

   $ 7,453    $ 6,861

Earnings per share – basic

   $ 1.00    $ 0.92

Earnings per share – diluted

   $ 0.93    $ 0.85

 

The Company recorded $650,000 of merger-related and restructuring costs during the first quarter of 2005 related to the American Horizons merger. Key components of merger-related and restructuring charges included lease cancellation and other branch closure costs, severance and personnel-related costs, systems integration costs, and marketing and public relations costs.

 

Item 2. Management’s 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 Company’s 2004 Annual Report on Form 10-K.

 

FORWARD-LOOKING STATEMENTS

 

To the extent that statements in this Form 10-Q relate to future plans, objectives, financial results or performance of the Company, these statements are deemed to be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements, which are based on management’s current information, estimates and assumptions and the current economic environment, are generally identified by the use of the words “plan”, “believe”, “expect”, “intend”, “anticipate”, “estimate”, “project” or similar expressions. The Company’s actual strategies and results in future periods may differ materially from those currently expected due to various risks and uncertainties. Factors that may cause actual results to differ materially from these forward-looking statements include, but are not limited to, changes in market and economic conditions; changes in interest rates, deposit flows, loan demand and real estate values; competitive pressures; changes in accounting principles, policies or guidelines; changes in the Company’s loan or investment portfolio; legislative or regulatory changes; changes in monetary or fiscal policies; military or terrorist activities; litigation costs and expenses; and other economic, competitive, governmental, regulatory and technological factors affecting the Company’s business activities and prospects.

 

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Table of Contents

FIRST QUARTER OVERVIEW

 

During the first quarter of 2005, the Company earned $7.3 million, or $0.94 per share on a diluted basis. This represents a 5.3% increase over the $0.90 per diluted share, or $6.5 million, earned for the first quarter of 2004. Quarterly comparatives are influenced, in part, by the acquisition of Alliance Bank of Baton Rouge (“Alliance”) on February 29, 2004 and the acquisition of American Horizons on January 31, 2005 (see Note 5). The key components of the Company’s performance are summarized below.

 

    Total assets at March 31, 2005 were $2.7 billion, up $281.4 million, or 11.5%, from $2.4 billion at December 31, 2004. Shareholders’ equity increased by $45.4 million, or 20.6%, from $220.2 million at December 31, 2004 to $265.5 million at March 31, 2005.

 

    Total loans at March 31, 2005 were $1.8 billion, an increase of $183.4 million, or 11.1%, from $1.7 billion at December 31, 2004. The increase from year end 2004 includes the $198.5 million loan base obtained through the American Horizons acquisition, which was partially offset by a decrease in internally generated loans of $15.1 million.

 

    Total customer deposits increased $258.2 million, or 14.6%, from $1.8 billion at December 31, 2004 to $2.0 billion at March 31, 2005. The increase from year end 2004 includes $192.7 million in customer deposits obtained through the American Horizons acquisition, which was enhanced by strong organic growth of $65.6 million.

 

    Net interest income increased $2.6 million, or 14.4%, for the three months ended March 31, 2005, compared to the same period of 2004. This increase was largely attributable to increased volume. The corresponding net interest margin ratio on a tax-equivalent basis declined to 3.56% from 3.75% for the quarters ended March 31, 2005 and 2004, respectively, primarily due to the Company’s slightly liability sensitive position and competition.

 

    Noninterest income increased $525,000, or 9.4%, for the first quarter of 2005 as compared to the same period of 2004. The increase was mainly driven by increases in service charge revenues on deposit accounts, ATM/debit card fees, broker commissions and a one-time payment received as a result of the PULSE-Discover merger. These increases were partially offset by declines in gains on the sale of mortgage loans and investment securities.

 

    Noninterest expense increased $2.5 million, or 18.6%, for the quarter ended March 31, 2005, as compared to the same quarter last year. This increase was primarily due to higher compensation expense as a result of additional staff related to the Alliance and American Horizons acquisitions, as well as strategic hires during 2004. Noninterest expense for the quarter ended March 31, 2005 also includes $650,000 of one-time expenses associated with the integration and conversion of American Horizons.

 

    The Company provided $650,000 for possible loan losses during the first quarter of 2005, compared to $1.1 million for the first quarter of 2004. The Company has been able to reduce the provision for loan losses due to the continued strong asset quality of the loan portfolio combined with a first quarter reduction (excluding acquired loans) in the Company’s loan portfolio. As of March 31, 2005, the allowance for loan losses as a percent of total loans was 1.37%, compared to 1.32% at March 31, 2004. Net charge-offs for the first quarter of 2005 were $568,000, or 0.13%, of average loans on an annualized basis, compared to $477,000, or 0.13%, a year earlier. The coverage of net charge-offs by the provision for loan losses was 1.14 times for the first quarter of 2005 and 2.21 times for the first quarter of 2004. The coverage of nonperforming assets by the allowance for loan losses was 3.20 times at the end of the first quarter of 2005, as compared to 3.27 times at December 31, 2004 and 4.06 times at March 31, 2004.

 

    In March 2005, the Company’s Board of Directors declared a quarterly cash dividend of $0.28 per common share, a 17% increase compared to the same quarter of 2004.

 

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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 Company’s primary source of income. Earning assets averaged $2.4 billion during the quarter ended March 31, 2005, an increase of $256.0 million, or 11.9%, from the year ended December 31, 2004. This is primarily the result of the American Horizons acquisition.

 

Loans and Leases The loan portfolio increased $183.4 million, or 11.1%, during the first three months of 2005. The Company’s loan to deposit ratios at March 31, 2005 and December 31, 2004 were 90.3% and 93.1%, respectively. The percentage of fixed rate loans within the total loan portfolio has increased slightly from 65% at the end of 2004 to 66% as of March 31, 2005. Table 1 sets forth the composition of the Company’s loan portfolio as of the dates indicated.

 

Table 1 – Loan Portfolio Composition

 

     March 31, 2005

    December 31, 2004

 

(dollars in thousands)


   Loans

   Percent

    Loans

   Percent

 

Residential mortgage loans:

                          

Residential 1-4 family

   $ 396,480    21.6 %   $ 387,079    23.5 %

Construction

     28,815    1.6       33,031    2.0  
    

  

 

  

Total residential mortgage loans

     425,295    23.2       420,110    25.5  

Commercial loans:

                          

Real estate

     531,601    29.0       419,427    25.4  

Business

     338,863    18.5       307,614    18.6  
    

  

 

  

Total commercial loans

     870,464    47.5       727,041    44.0  

Consumer loans:

                          

Indirect automobile

     223,287    12.2       222,480    13.5  

Home equity

     236,800    12.9       213,533    12.9  

Other

     78,151    4.2       67,462    4.1  
    

  

 

  

Total consumer loans

     538,238    29.3       503,475    30.5  
    

  

 

  

Total loans receivable

   $ 1,833,997    100.0 %   $ 1,650,626    100.0 %
    

  

 

  

 

Total commercial loans increased $143.4 million, or 19.7%, compared to December 31, 2004. This growth was the result of the $155.2 million in commercial loans obtained via the American Horizons acquisition. Commercial real estate loans increased $112.2 million, or 26.7%, compared to December 31, 2004. Commercial business loans increased $31.2 million, or 10.2%, compared to December 31, 2004.

 

Total consumer loans increased $34.8 million, or 6.9%, compared to December 31, 2004. Home equity loans continued to drive consumer loan growth, increasing $23.3 million, or 10.9%, compared to December 31, 2004. The Company acquired $39.8 million in consumer loans as a result of the American Horizons acquisition.

 

Residential mortgage loans increased $5.2 million, or 1.2%, from December 31, 2004 to March 31, 2005. The Company continues to sell in the secondary market the majority of conforming mortgage loan originations and recognize the associated fee income rather than assume the rate risk associated with these longer term assets. Growth in residential mortgage loans is primarily related to credit extended to high net worth individuals through the private banking area. These mortgage loans traditionally have shorter durations, lower servicing costs and provide an opportunity to deepen client relationships. The Company acquired $3.5 million of mortgage loans as a result of the American Horizons acquisition.

 

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Investment Securities The Company’s investment securities available for sale increased $40.0 million, or 7.6%, to $566.9 million at March 31, 2005, compared to $526.9 million at December 31, 2004. The increase was primarily due to securities of $11.5 million obtained through the acquisition of American Horizons and purchases of securities totaling $57.7 million, both of which were partially offset by principal maturities, prepayments and calls totaling $21.6 million, $0.5 million from the amortization of premiums and accretion of discounts, and a $7.1 million decrease in the market value of the portfolio. Securities available for sale consist primarily of mortgage-backed securities.

 

The Company’s investment securities held to maturity decreased $7.2 million, or 18.1%, to $32.8 million at March 31, 2005, compared to $40.0 million at December 31, 2004. This decrease was primarily due to principal maturities, prepayments and calls.

 

Management evaluates securities for other-than-temporary impairment at least quarterly, and more frequently when economic or market concerns warrant such evaluation. Consideration is given to 1) the length of time and the extent to which the fair value has been less than cost, 2) the financial condition and near-term prospects of the issuer, and 3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. In analyzing an issuer’s financial condition, management considers whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, and industry analysts’ reports. As of March 31, 2005, management’s assessment concluded that no declines are deemed to be other than temporary.

 

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 decreased $5.3 million, or 27.2%, to $14.1 million at March 31, 2005, compared to $19.3 million at December 31, 2004.

 

Mortgage Loans Held for Sale – Loans held for sale increased $2.7 million, or 33.8%, to $10.8 million at March 31, 2005, compared to $8.1 million at December 31, 2004. 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. Buyers generally have recourse to return a purchased loan to the Company under limited circumstances. Recourse conditions may include early payment default, breach of representations or warranties, and documentation deficiencies.

 

Asset Quality and Allowance for Loan Losses

 

Over time, the loan portfolio has transitioned to be more representative of a commercial bank. Accordingly, there is recognition of the potential for a higher level of return for investors, but also of the potential for higher charge-off and nonperforming levels. In recognition of this, management has tightened underwriting guidelines and procedures, adopted more conservative loan charge-off and nonaccrual guidelines, rewritten the loan policy, developed an internal loan review function and significantly increased the allowance for loan losses. As a result, the credit quality of the Company’s assets has improved over time. 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 $7.8 million, or 0.29% of total assets at March 31, 2005, compared to $6.2 million, or 0.25% of total assets at December 31, 2004. The allowance for loan losses amounted to $25.1 million, or 1.37% of total loans and 332.3% of total nonperforming loans, respectively, at March 31, 2005, compared to 1.22% and 355.2%, respectively, at December 31, 2004. Table 2 sets forth the composition of the Company’s nonperforming assets, including accruing loans past due 90 days or more, as of the dates indicated.

 

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Table 2 – Nonperforming Assets and Troubled Debt Restructurings

 

(dollars in thousands)


  

March 31,

2005


   

December 31,

2004


 

Nonaccrual loans:

                

Commercial, financial and agricultural

   $ 3,242     $ 1,936  

Mortgage

     1,070       735  

Loans to individuals

     2,351       1,784  
    


 


Total nonaccrual loans

     6,663       4,455  

Accruing loans 90 days or more past due

     887       1,209  
    


 


Total nonperforming loans (1)

     7,550       5,664  

Foreclosed property

     297       492  
    


 


Total nonperforming assets (1)

     7,847       6,156  

Performing troubled debt restructurings

     —         —    
    


 


Total nonperforming assets and troubled debt restructurings (1)

   $ 7,847     $ 6,156  
    


 


Nonperforming loans to total loans (1)

     0.41 %     0.34 %

Nonperforming assets to total assets (1)

     0.29 %     0.25 %

Allowance for loan losses to nonperforming loans (1)

     332.3 %     355.2 %

Allowance for loan losses to total loans

     1.37 %     1.22 %

 

(1) Nonperforming loans and assets include accruing loans 90 days or more past due

 

The percentage of nonperforming assets to total loans increased from 0.37% at the end of 2004 to 0.43% at March 31, 2005. Nonperforming asset balances increased by $1.7 million, or 27.5%, since the end of 2004. These increases primarily relate to nonaccrual loans obtained in the American Horizons acquisition. Nonperforming loans increased $1.9 million, or 33.3%, during the first three months of the year. Net charge-offs for the first quarter of 2005 were $568,000, or 0.13% of average loans on an annualized basis, as compared to $477,000, or 0.13%, for the same quarter last year.

 

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 assigns a general or specific reserve allocation. The foundation for the allowance is a detailed review of the overall loan portfolio and its performance. The portfolio is segmented into homogenous pools (i.e., commercial, business banking, consumer, mortgage, indirect, and credit card), which are analyzed based on risk factors, current and historical performance and specific loan reviews (for significant loans). Consideration is given to the specific risk within these segments, the maturity of these segments (e.g., rapid growth versus fully seasoned), the Company’s strategy for each segment (e.g., growth versus maintain), and the historical loss rate for these segments both at the Company and its peers. Consideration is also given to the impact of a number of relevant external factors that influence components of the loan portfolio or the portfolio as a whole, including current and projected economic conditions.

 

Loan portfolios tied to acquisitions made during the year are incorporated into the Company’s allowance process. If the acquisition has an impact on the level of exposure to a particular segment, industry or geographic market, this increase in exposure is factored into the allowance determination process. Generally, acquisitions have higher levels of risk of loss based on differences in credit culture, portfolio management practices and the Company’s emphasis on early detection and management of deteriorating loans. The Company added $4.9 million to the allowance for loan losses as a result of the application of the Company’s allowance methodology on the American Horizons’ loan portfolio.

 

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 management’s judgment of economic conditions and the related level of risk assumed. Relative to homogenous loan pools such as mortgage, consumer, indirect and credits cards, the Company has established a general reserve level using information such as actual loan losses, the seasoning of the pool, identified loan impairment, acquisitions,

 

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and current and projected economic conditions. General reserves for these pools are adjusted for loans that are considered past due, based on the correlation between historical losses and the payment performance of a loan pool.

 

The commercial segment of the Company’s loan portfolio is initially assigned a general reserve also based on performance of that portion of the loan portfolio and other general factors discussed earlier. The commercial portion of the portfolio is further segmented by collateral type, which based on experience has a direct relationship to the level of loss experienced if a problem develops. Reserves are set based on management’s assessment of this risk of loss. As commercial loans deteriorate, the Company reviews each for impairment and proper loan grading. Loans on the Company’s Watch List carry higher levels of reserve based largely on a higher level of loss experience for these loans. Loss experience for Watch List loans is reviewed periodically during the year.

 

Specific reserves are determined for commercial loans individually based on management’s 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 the imprecision and estimation risk inherent in the calculations of general and specific reserves, and management’s evaluation of various conditions that are not directly measured by any other component of the allowance. Such components would include current 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.

 

Based on the allowance determination process, the Company determines the current potential risk of loss that exists in the portfolio, even if not fully reflected in current credit statistics, such as nonperforming assets or nonperforming loans. To determine risk of loss, and in turn the appropriateness of the allowance, the Company extends its analysis to a number of other factors, including the level of delinquencies and delinquency trends; the level and mix of Criticized, Classified and Pass/Watch loans; reserve levels relative to nonperforming assets, nonperforming loans, and net charge-offs; the level and trend in consumer and commercial bankruptcies; and financial performance trends in specific businesses and industries to which the Company lends. In response to rapid growth and changes in the mix of the loan portfolio, the Company has increased its required allowance over time and feels that the allowance adequately reflects the current level of risk and incurred losses within the loan portfolio.

 

Table 3 presents the activity in the allowance for loan losses during the first three months of 2005.

 

Table 3 – Summary of Activity in the Allowance for Loan Losses

 

(dollars in thousands)


   March 31, 2005

 

Balance, December 31, 2004

   $ 20,116  

Addition due to purchase transaction

     4,893  

Provision charged to operations

     650  

Loans charged off

     (983 )

Recoveries

     415  
    


Balance, end of period

   $ 25,091  
    


 

Other Assets

 

Included in this category are cash and due from banks, premises and equipment, goodwill and other assets. From December 31, 2004 to March 31, 2005, cash and due from banks increased $16.1 million, or 47.4%, premises and equipment increased $8.2 million, or 20.8%, primarily due to the addition of American Horizons and goodwill increased $29.1 million, or 45.0%, as a result of the American Horizons acquisition.

 

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Funding Sources

 

Deposits obtained from clients in its primary market areas are the Company’s 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. Borrowings have become an increasingly important funding source as the Company has grown. 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 of deposits and other funding sources during the first three months of the year.

 

Deposits – Total end of period deposits increased $258.2 million, or 14.6%, to $2.0 billion at March 31, 2005, compared to $1.8 billion at December 31, 2004. Table 4 sets forth the composition of the Company’s deposits at the dates indicated.

 

Table 4 – Deposit Composition

 

     March 31, 2005

    December 31, 2004

 

(dollars in thousands)


   Deposits

   Percent

    Deposits

   Percent

 

Noninterest-bearing DDA

   $ 265,278    13.1 %   $ 218,859    12.3 %

NOW accounts

     583,083    28.7       532,584    30.0  

Savings and money market accounts

     450,933    22.2       393,772    22.2  

Certificates of deposit

     732,441    36.0       628,274    35.5  
    

  

 

  

Total deposits

   $ 2,031,735    100.0 %   $ 1,773,489    100.0 %
    

  

 

  

 

The growth in deposits for the first three months of 2005 was spread across all customer deposit groups and includes $192.7 million of deposits assumed in the American Horizons transaction. From December 31, 2004 to March 31, 2005, noninterest-bearing checking accounts increased $46.4 million, or 21.2%, interest-bearing checking account deposits increased $50.5 million, or 9.5%, savings and money market accounts increased $57.2 million, or 14.5%, and certificate of deposit accounts increased $104.2 million, or 16.6%. Excluding the effect of the American Horizons acquisition, noninterest-bearing checking accounts would have increased $6.8 million, or 3.1%, interest-bearing checking account deposits would have increased $10.1 million, or 1.9%, savings and money market accounts would have increased $34.1 million, or 8.7% and certificate of deposit accounts would have increased $14.6 million, or 2.3%.

 

Short-term Borrowings – Short-term borrowings decreased $66.7 million, or 28.2%, to $169.7 million at March 31, 2005, compared to $236.5 million at December 31, 2004. This decrease is the result of strong deposit growth relative to loan growth. The Company’s short-term borrowings at March 31, 2005 were comprised of $92.0 million in FHLB of Dallas advances with maturities of one month or less and $77.7 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 BorrowingsLong-term borrowings increased $33.5 million, or 16.2%, to $239.6 million at March 31, 2005, compared to $206.1 million at December 31, 2004. The increase was primarily due to $27.8 million of fixed-rate advances from the FHLB and $6.4 million in junior subordinated debt obtained through the acquisition of American Horizons. At March 31, 2005, the Company’s long-term borrowings were comprised of $202.2 million of fixed and variable rate advances from the FHLB of Dallas and $37.3 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, 2005, shareholders’ equity totaled $265.5 million, an increase of $45.4 million, or 20.6%, compared to $220.2 million at December 31, 2004. The increase in shareholders’ equity for the first three months of the year was the result of the issuance of $47.7 million of common stock as a result of the purchase accounting

 

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transaction with American Horizons, net income of $7.3 million, $622,000 of common stock released by the Company’s ESOP trust, $337,000 of common stock earned by participants in the Company’s RRP trust, and $971,000 from the sale of treasury stock for stock options exercised. Such increases were partially offset by cash dividends declared on the Company’s common stock of $2.1 million, repurchases of $5.5 million of the Company’s common stock that were placed into treasury, and a $3.9 million decrease in other comprehensive income.

 

On June 25, 2004, the Company announced a new Stock Repurchase Program authorizing the repurchase of up to 175,000 common shares. On May 5, 2005, the Company announced the completion of the June 25, 2004 program and a new Stock Repurchase Program authorizing the repurchase of up to 300,000 common shares. During the quarter ended March 31, 2005, the Company repurchased a total of 91,200 shares of its Common Stock under publicly announced Stock Repurchase Programs. Table 5 details these purchases during the quarter.

 

Table 5 – Stock Repurchases

 

Period


  

Number

of Shares
Purchased


  

Average
Price Paid

per Share


   Number of Shares
Purchased as Part of
Publicly Announced Plans


   Maximum Number of
Shares that May Yet
Be Purchased Under
Plans


January

   41,700    $ 60.60    41,700    74,933

February

   49,500    $ 60.86    49,500    25,433

March

   —        —      —      25,433
    
  

  
    

Total

   91,200    $ 60.74    91,200     
    
  

  
    

 

No shares were repurchased during the quarter ended March 31, 2005, other than through publicly announced plans.

 

RESULTS OF OPERATIONS

 

Net income for the first quarter of 2005 totaled $7.3 million, compared to $6.5 million earned during the first quarter of 2004, an increase of $809,000, or 12.5%. Included in earnings are the results of operations of Alliance from the acquisition date of February 29, 2004 forward and American Horizons from the acquisition date of January 31, 2005 forward.

 

Net Interest Income – Net interest income is the difference between interest realized on earning assets and interest paid on interest-bearing liabilities and is also the driver of core earnings. As such, it 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.

 

Net interest income increased $2.6 million, or 14.4%, to $20.5 million for the three months ended March 31, 2005, compared to $18.0 million for the three months ended March 31, 2004. The increase was due to a $6.1 million, or 23.8%, increase in interest income, which was partially offset by a $3.5 million, or 46.7%, increase in interest expense. The increase in net interest income was the result of a $415.8 million, or 21.0%, increase in the average balance of earning assets, which was partially offset by a $345.9 million, or 19.6%, increase in the average balance of interest-bearing liabilities. The yield on average earnings assets and average interest-bearing liabilities increased 14 and 40 basis points during this period, respectively.

 

The Company’s average interest rate spread, which is the difference between the yields earned on earning assets and the rates paid on interest-bearing liabilities, was 3.31% during the three months ended March 31, 2005, compared to 3.57% for the comparable period in 2004. The Company’s net interest margin on a taxable equivalent (TE) basis, which is net interest income (TE) as a percentage of average earning assets, was 3.56% during the three months ended March 31, 2005, compared to 3.75%, for the comparable period in

 

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2004. The declines in both net interest spread and net interest margin were primarily attributable to the increases in average yield on NOW accounts, time deposits and short-term FHLB borrowings offset, to a limited extent, by an increasing average yield on earning assets, primarily commercial loans that are tied to floating rate indices.

 

As of March 31, 2005, the Company’s financial model indicated that an immediate and sustained 100 basis point rise in rates over the next 12 months would approximate a 0.40% increase in net interest income, while a 100 basis point decline in rates over the same period would approximate a 0.97% increase in net interest income from an unchanged rate environment. A similar 200 basis point rise in rates for the same period would approximate a 0.49% decrease in net interest income, while a 200 basis point decline in rates over the same period would approximate a 1.08% increase in net interest income from an unchanged rate environment. The impact of a flattening yield curve, as anticipated in the forward curve as of March 31, 2005, would approximate a 0.77% decrease in net interest income. 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 are expected to 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.

 

Table 6 presents average balance sheets, net interest income and average interest rates for the three month periods ended March 31, 2005 and 2004.

 

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Table 6 - 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,

 
     2005

    2004

 

(dollars in thousands)


   Average
Balance


    Interest

   Average
Yield/
Rate (1)


    Average
Balance


    Interest

   Average
Yield/
Rate (1)


 

Earning assets:

                                          

Loans receivable:

                                          

Mortgage loans

   $ 423,943     $ 5,663    5.34 %   $ 385,826     $ 5,391    5.59 %

Commercial loans (TE) (2)

     824,758       10,742    5.43       567,568       6,633    4.86  

Consumer and other loans

     522,787       8,579    6.66       475,758       7,934    6.71  
    


 

        


 

      

Total loans

     1,771,488       24,984    5.77       1,429,152       19,958    5.67  

Mortgage loans held for sale

     10,360       126    4.86       11,493       131    4.56  

Investment securities (TE)(2) (3)

     569,546       5,976    4.43       503,730       5,134    4.35  

Other earning assets

     48,665       368    3.07       39,848       179    1.81  
    


 

        


 

      

Total earning assets

     2,400,059       31,454    5.39       1,984,223       25,402    5.25  
            

                

      

Allowance for loan losses

     (23,142 )                  (18,721 )             

Nonearning assets

     249,982                    215,896               
    


              


            

Total assets

   $ 2,626,899                  $ 2,181,398               
    


              


            

Interest-bearing liabilities:

                                          

Deposits:

                                          

NOW accounts

   $ 575,464     $ 2,099    1.48 %   $ 486,845     $ 1,135    0.94 %

Savings and money market accounts

     422,106       958    0.92       376,099       698    0.75  

Certificates of deposit

     696,153       4,478    2.61       614,838       3,525    2.31  
    


 

        


 

      

Total interest-bearing deposits

     1,693,723       7,535    1.80       1,477,782       5,358    1.46  

Short-term borrowings

     191,570       990    2.07       133,592       384    1.14  

Long-term debt

     228,035       2,380    4.17       156,104       1,694    4.29  
    


 

        


 

      

Total interest-bearing liabilities

     2,113,328       10,905    2.08       1,767,478       7,436    1.68  
            

        


 

      

Noninterest-bearing demand deposits

     243,738                    190,067               

Noninterest-bearing liabilities

     17,943                    19,142               
    


              


            

Total liabilities

     2,375,009                    1,976,687               

Shareholders’ equity

     251,890                    204,711               
    


              


            

Total liabilities and shareholders’ equity

   $ 2,626,899                  $ 2,181,398               
    


              


            

Net earning assets

   $ 286,731                  $ 216,745               
    


              


            

Ratio of earning assets to interest-bearing liabilities

     113.57 %                  112.26 %             
    


              


            

Net interest spread

           $ 20,549    3.31 %           $ 17,966    3.57 %
            

  

         

  

Tax equivalent benefit

                  0.13 %                  0.14 %
                   

                

Net interest income (TE) / Net interest margin (TE) (2)

           $ 21,336    3.56 %           $ 18,648    3.75 %
            

  

         

  


(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.

 

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Provision For Loan Losses – Management of the Company assesses the allowance for loan losses quarterly and will make provisions for loan losses as deemed appropriate in order to maintain the adequacy of the allowance for loan losses. Increases to the allowance for loan losses are achieved through provisions for loan losses that are charged against income. Adjustments to the allowance may also result from purchase accounting adjustments associated with loans acquired in mergers.

 

As a result of strong asset quality statistics combined with a first quarter reduction in the Company’s loan portfolio (excluding acquired loans), the Company lowered the provision for loan losses during the quarter ended March 31, 2005 to $650,000 compared to $1.1 million for the same period in 2004. The allowance for loan losses as a percentage of outstanding loans, net of unearned income, increased from 1.22% at December 31, 2004, to 1.37% at March 31, 2005. The 15 basis point increase resulted primarily from the adoption of the Company’s allowance for loan loss methodology on the American Horizons’ loan portfolio and associated risk reclassifications. The allowance for loan losses as a percentage of outstanding loans, net of unearned income, was 1.32% as of March 31, 2004.

 

Noninterest Income – The Company’s total noninterest income was $6.1 million for the three months ended March 31, 2005, $525,000, or 9.4%, higher than the $5.6 million earned for the same period in 2004. Table 7 illustrates the changes in each significant component of noninterest income.

 

Table 7 – Noninterest Income

 

     Three Months Ended

 
     March 31,

  

Percent
Increase

(Decrease)


 

(dollars in thousands)


   2005

   2004

  

Service charges on deposit accounts

   $ 3,140    $ 2,906    8.1 %

ATM/debit card fee income

     608      432    40.7  

Income from bank owned life insurance

     456      377    21.0  

Gain on sale of loans, net

     558      862    (35.3 )

Gain on sale of assets

     36      10    260.0  

Gain on sale of investments, net

     5      143    (96.5 )

Other income

     1,278      826    54.7  
    

  

  

Total noninterest income

   $ 6,081    $ 5,556    9.4 %
    

  

  

 

The primary reasons for the increase in noninterest income were a $234,000 increase in service charges on deposit accounts, a $176,000 increase in ATM/debit card fee income, a $164,000 increase in broker commissions and a $221,000 one-time payment received as a result of the conversion of the Company’s ownership interest in the PULSE EFT Association (“PULSE”) as a result of PULSE’s merger with Discover Financial Services. These increases were partially offset by a $304,000 decrease in gains on the sale of mortgage loans in the secondary market and a $138,000 decrease in gains on the sale of investment securities.

 

Noninterest Expense The Company’s total noninterest expense was $15.7 million for the three months ended March 31, 2005, $2.5 million, or 18.6%, higher than the $13.2 million incurred for the same period in 2004. Table 8 illustrates the changes in each significant component of noninterest expense.

 

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Table 8 – Noninterest Expense

 

     Three Months Ended

 
     March 31,

  

Percent
Increase

(Decrease)


 

(dollars in thousands)


   2005

   2004

  

Salaries and employee benefits

   $ 8,239    $ 7,113    15.8 %

Occupancy and equipment

     1,889      1,701    11.1  

Franchise and shares tax

     772      700    10.3  

Communication and delivery

     776      654    18.7  

Marketing and business development

     512      451    13.5  

Data processing

     438      375    16.8  

Printing, stationery and supplies

     261      218    19.7  

Amortization of acquisition intangibles

     284      218    30.3  

Other expenses

     2,505      1,785    40.3  
    

  

  

Total noninterest expense

   $ 15,676    $ 13,215    18.6 %
    

  

  

 

Included in other noninterest expenses is $650,000 of one-time expenses associated with the integration and conversion of American Horizons. The most significant increase in noninterest expense for the three month period ending March 31, 2005 as compared to the same period in 2004, relates to $1.1 million of additional salaries and employee benefits expense due to increased staffing associated with the Alliance and American Horizons acquisitions, as well as several strategic hires made during 2004. Other increases in non-interest expense items include $188,000 in occupancy and equipment expense associated with infrastructure expansion and improvements and $122,000 in communication and delivery expense as a result of the Company’s continued growth.

 

Income Tax Expense – Income tax expense increased $243,000, or 8.8%, for the three months ended March 31, 2005 to $3.0 million, compared to $2.8 million for the three months ended March 31, 2004. The effective tax rates for the three months ended March 31, 2005 and 2004 were 29.2% and 29.8%, respectively.

 

The increase in income tax expense was principally due to the increase in pre-tax earnings. 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 interest income from municipal investments and loans and nontaxable increase in cash surrender value on bank owned life insurance policies.

 

LIQUIDITY AND CAPITAL RESOURCES

 

The Company’s 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, 2005 totaled $396.5 million. Based on past experience, management believes that a significant portion of maturing deposits will remain with the Company, including those obtained through acquisitions. 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 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

 

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variability of less predictable funding sources. At March 31, 2005, the Company had $289.1 million of outstanding advances from the FHLB of Dallas. Additional advances available from the FHLB at March 31, 2005 were $252.7 million. The Company and IBERIABANK also have various funding arrangements with commercial banks providing up to $70 million in the form of federal funds and other lines of credit. At March 31, 2005, the Company had no balance outstanding on these lines and all of the funding was available to the Company. In addition, the Company issued junior subordinated debt totaling $37.3 million, which may be included in Tier 1 capital up to 25% of the total of the Company’s core capital elements, including the junior subordinated debt.

 

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, 2005, the total approved unfunded loan commitments outstanding amounted to $17.0 million. At the same time, commitments under unused lines of credit, including credit card lines, amounted to $323.8 million.

 

At March 31, 2005, the Company and IBERIABANK had regulatory capital that was in excess of regulatory requirements. The Company’s actual levels and current requirements as of March 31, 2005 are detailed below:

 

     Actual Capital

    Required Capital

 

(dollars in thousands)


   Amount

   Percent

    Amount

   Percent

 

Tier 1 Leverage

   $ 203,053    8.04 %   $ 100,987    4.00 %

Tier 1 Risk-Based

   $ 203,053    11.19 %   $ 72,583    4.00 %

Total Risk-Based

   $ 225,765    12.44 %   $ 145,167    8.00 %

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Quantitative and qualitative disclosures about market risk are presented at December 31, 2004 in Item 7A of the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 16, 2005. Additional information at March 31, 2005 is included herein under Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

 

Item 4. Controls and Procedures

 

An evaluation of the effectiveness of the Company’s disclosure controls and procedures as of March 31, 2005, 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 Company’s 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”).

 

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 SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to the Company’s management, including the CEO and the CFO, as appropriate, to allow timely decisions regarding required disclosures. Disclosure controls include review of internal controls that are designed to provide reasonable assurance that transactions are properly authorized, assets are safeguarded against unauthorized or improper use and transactions are properly recorded and reported. There was no significant change in the Company’s 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.

 

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’

 

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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. Unregistered Sales of Equity Securities and Use of Proceeds

 

Information regarding purchases of equity securities is included herein in Table 5 under Item 2, “Management’s 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

 

Exhibit No. 10.1    Change in Control Severance Agreement with Anthony J. Restel, dated May 6, 2005
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.

 

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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.

 

            IBERIABANK Corporation
Date: May 9, 2005       By:  

/s/ Daryl G. Byrd

               

Daryl G. Byrd

               

President and Chief Executive Officer

Date: May 9, 2005       By:  

/s/ Anthony J. Restel

               

Anthony J. Restel

               

Executive Vice President and Chief Financial Officer

Date: May 9, 2005       By:  

/s/ Joseph B. Zanco

               

Joseph B. Zanco

                Senior Vice President and Controller and Principal Accounting Officer

 

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