UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

x

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2009

 

OR

 

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from          to          

 

Commission file number  0-9439

 

INTERNATIONAL BANCSHARES CORPORATION

(Exact name of registrant as specified in its charter)

 

Texas

 

74-2157138

(State or other jurisdiction of

 

(I.R.S. Employer Identification No.)

incorporation or organization)

 

 

 

1200 San Bernardo Avenue, Laredo, Texas 78042-1359

(Address of principal executive offices)

(Zip Code)

 

(956) 722-7611

(Registrant’s telephone number, including area code)

 

None

(Former name, former address and former fiscal year, if changed since last report)

 

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 o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes o  No o

 

Indicate by check mark if the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer x

 

Accelerated filer o

 

 

 

Non-accelerated filer o

 

Smaller reporting company o

(Do not check if a smaller reporting company)

 

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o  No x

 

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

 

Class

 

Shares Issued and Outstanding

Common Stock, $1.00 par value

 

68,237,749 shares outstanding at October 28, 2009

 

 

 



 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES

 

Consolidated Statements of Condition (Unaudited)

 

(Dollars in Thousands)

 

 

 

September 30,

 

December 31,

 

 

 

2009

 

2008

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Cash and due from banks

 

$

252,345

 

$

298,720

 

 

 

 

 

 

 

Total cash and cash equivalents

 

252,345

 

298,720

 

 

 

 

 

 

 

Time deposits with banks

 

 

396

 

 

 

 

 

 

 

Investment securities:

 

 

 

 

 

Held-to-maturity (Market value of $2,450 on September 30, 2009 and $2,300 on December 31, 2008)

 

2,450

 

2,300

 

Available-for-sale (Amortized cost of $4,416,779 on September 30, 2009 and $5,043,703 on December 31, 2008)

 

4,505,909

 

5,071,880

 

 

 

 

 

 

 

Total investment securities

 

4,508,359

 

5,074,180

 

 

 

 

 

 

 

Loans, net of unearned discounts

 

5,742,356

 

5,872,833

 

Less allowance for probable loan losses

 

(90,322

)

(73,461

)

 

 

 

 

 

 

Net loans

 

5,652,034

 

5,799,372

 

 

 

 

 

 

 

Bank premises and equipment, net

 

491,382

 

466,371

 

Accrued interest receivable

 

41,081

 

48,712

 

Other investments

 

354,979

 

388,071

 

Identified intangible assets, net

 

23,434

 

27,385

 

Goodwill, net

 

282,532

 

282,532

 

Other assets

 

79,438

 

53,602

 

 

 

 

 

 

 

Total assets

 

$

11,685,584

 

$

12,439,341

 

 

1



 

INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES

 

Consolidated Statements of Condition, continued (Unaudited)

 

(Dollars in Thousands)

 

 

 

September 30,

 

December 31,

 

 

 

2009

 

2008

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

Demand – non-interest bearing

 

$

1,448,480

 

$

1,459,670

 

Savings and interest bearing demand

 

2,130,067

 

2,081,602

 

Time

 

3,333,685

 

3,317,512

 

 

 

 

 

 

 

Total deposits

 

6,912,232

 

6,858,784

 

 

 

 

 

 

 

Securities sold under repurchase agreements

 

1,500,230

 

1,441,131

 

Other borrowed funds

 

1,128,575

 

2,522,986

 

Junior subordinated deferrable interest debentures

 

201,074

 

201,048

 

Other liabilities

 

565,125

 

158,095

 

 

 

 

 

 

 

Total liabilities

 

10,307,236

 

11,182,044

 

 

 

 

 

 

 

Commitments, Contingent Liabilities and Other Tax Matters (Note 10)

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

 

 

 

 

 

 

Series A Cumulative perpetual preferred shares, $.01 par value, $1,000 per share liquidation value. Authorized 25,000,000 shares; issued 216,000 shares on September 30, 2009, net of discount of $10,817 and issued 216,000 shares on December 31, 2008, net of discount of $12,442

 

205,183

 

203,558

 

Common shares of $1.00 par value. Authorized 275,000,000 shares; issued 95,685,734 shares on September 30, 2009 and 95,499,339 shares on December 31, 2008

 

95,686

 

95,499

 

Surplus

 

160,784

 

158,110

 

Retained earnings

 

1,100,041

 

1,016,004

 

Accumulated other comprehensive income

 

57,439

 

18,189

 

 

 

1,619,133

 

1,491,360

 

 

 

 

 

 

 

Less cost of shares in treasury, 27,447,985 shares on September 30, 2009 and 26,898,219 shares on December 31, 2008

 

(240,785

)

(234,063

)

 

 

 

 

 

 

Total shareholders’ equity

 

1,378,348

 

1,257,297

 

 

 

 

 

 

 

Total liabilities and shareholders’ equity

 

$

11,685,584

 

$

12,439,341

 

 

See accompanying notes to consolidated financial statements.

 

2



 

INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES

 

Consolidated Statements of Income (Unaudited)

 

(Dollars in Thousands, except per share data)

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2009

 

2008

 

2009

 

2008

 

 

 

 

 

 

 

 

 

 

 

Interest income:

 

 

 

 

 

 

 

 

 

Loans, including fees

 

$

84,263

 

$

91,020

 

$

252,105

 

$

281,569

 

Federal funds sold

 

 

226

 

 

907

 

Investment securities:

 

 

 

 

 

 

 

 

 

Taxable

 

40,937

 

45,996

 

145,074

 

138,246

 

Tax-exempt

 

1,375

 

846

 

3,454

 

2,680

 

Other interest income

 

129

 

106

 

465

 

383

 

 

 

 

 

 

 

 

 

 

 

Total interest income

 

126,704

 

138,194

 

401,098

 

423,785

 

 

 

 

 

 

 

 

 

 

 

Interest expense:

 

 

 

 

 

 

 

 

 

Savings deposits

 

2,563

 

6,807

 

8,182

 

22,609

 

Time deposits

 

14,757

 

24,093

 

48,650

 

85,360

 

Securities sold under repurchase agreements

 

11,110

 

12,486

 

33,622

 

38,612

 

Other borrowings

 

732

 

7,133

 

9,041

 

24,546

 

Junior subordinated interest deferrable debentures

 

3,095

 

3,461

 

9,483

 

10,586

 

Other interest expense

 

 

96

 

 

184

 

 

 

 

 

 

 

 

 

 

 

Total interest expense

 

32,257

 

54,076

 

108,978

 

181,897

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

94,447

 

84,118

 

292,120

 

241,888

 

 

 

 

 

 

 

 

 

 

 

Provision for probable loan losses

 

10,346

 

7,037

 

45,429

 

12,690

 

 

 

 

 

 

 

 

 

 

 

Net interest income after provision for probable loan losses

 

84,101

 

77,081

 

246,691

 

229,198

 

 

 

 

 

 

 

 

 

 

 

Non-interest income:

 

 

 

 

 

 

 

 

 

Service charges on deposit accounts

 

25,425

 

25,354

 

73,753

 

74,596

 

Other service charges, commissions and fees

 

 

 

 

 

 

 

 

 

Banking

 

10,513

 

10,437

 

31,781

 

30,599

 

Non-banking

 

5,485

 

2,267

 

9,203

 

5,412

 

Gain on investment securities transactions, net

 

174

 

 

11,880

 

6,410

 

Other investments, net

 

3,374

 

5,785

 

10,609

 

13,895

 

Other income

 

5,904

 

6,980

 

11,853

 

17,222

 

 

 

 

 

 

 

 

 

 

 

Total non-interest income

 

50,875

 

50,823

 

149,079

 

148,134

 

 

3



 

INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES

 

Consolidated Statements of Income, continued (Unaudited)

 

(Dollars in Thousands, except per share data)

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2009

 

2008

 

2009

 

2008

 

 

 

 

 

 

 

 

 

 

 

Non-interest expense:

 

 

 

 

 

 

 

 

 

Employee compensation and benefits

 

$

35,316

 

$

32,854

 

$

99,796

 

$

95,314

 

Occupancy

 

8,723

 

9,955

 

25,899

 

27,053

 

Depreciation of bank premises and equipment

 

8,965

 

9,481

 

26,979

 

27,119

 

Professional fees

 

4,958

 

2,557

 

16,735

 

8,442

 

Stationery and supplies

 

1,109

 

1,540

 

2,925

 

4,134

 

Amortization of identified intangible assets

 

1,320

 

1,299

 

3,950

 

3,897

 

Advertising

 

2,647

 

3,667

 

7,887

 

10,329

 

Other

 

15,708

 

15,238

 

49,982

 

47,682

 

 

 

 

 

 

 

 

 

 

 

Total non-interest expense

 

78,746

 

76,591

 

234,153

 

223,970

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

56,230

 

51,313

 

161,617

 

153,362

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

19,257

 

17,433

 

55,983

 

52,953

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

36,973

 

$

33,880

 

$

105,634

 

$

100,409

 

 

 

 

 

 

 

 

 

 

 

Preferred Stock Dividends

 

3,250

 

 

9,725

 

 

 

 

 

 

 

 

 

 

 

 

Net income available to common shareholders

 

$

33,723

 

$

33,880

 

$

95,909

 

$

100,409

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares outstanding:

 

68,192,647

 

68,571,661

 

68,437,023

 

68,573,318

 

Net income

 

$

.49

 

$

.49

 

$

1.40

 

$

1.46

 

 

 

 

 

 

 

 

 

 

 

Fully diluted earnings per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares outstanding:

 

68,207,682

 

68,727,949

 

68,447,067

 

68,715,082

 

Net income

 

$

.49

 

$

.49

 

$

1.40

 

$

1.46

 

 

See accompanying notes to consolidated financial statements.

 

4



 

INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES

 

Consolidated Statements of Comprehensive Income (Unaudited)

 

(Dollars in Thousands)

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2009

 

2008

 

2009

 

2008

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

 36,973

 

$

 33,880

 

$

 105,634

 

$

 100,409

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net unrealized holding (losses) gains on securities available for sale arising during period (tax effects of $(431), $(3,270), $25,293 and $4,322)

 

(801

)

(6,073

)

46,972

 

8,027

 

Reclassification adjustment for gains on securities available for sale included in net income (tax effects of $(61), $-, $(4,158) and $(2,243))

 

(113

)

 

(7,722

)

(4,167

)

 

 

 

 

 

 

 

 

 

 

Comprehensive income

 

$

 36,059

 

$

 27,807

 

$

 144,884

 

$

 104,269

 

 

See accompanying notes to consolidated financial statements.

 

5



 

INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES

 

Consolidated Statements of Cash Flows (Unaudited)

 

(Dollars in Thousands)

 

 

 

Nine Months Ended
September 30,

 

 

 

2009

 

2008

 

Operating activities:

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

 105,634

 

$

 100,409

 

 

 

 

 

 

 

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

 

 

 

 

 

Provision for probable loan losses

 

45,429

 

12,690

 

Amortization of loan premiums

 

 

134

 

Accretion of time deposits with banks

 

 

1

 

Accretion of time deposit discounts

 

(10

)

(28

)

Depreciation of bank premises and equipment

 

26,979

 

27,119

 

Gain on sale of bank premises and equipment

 

(133

)

(44

)

Depreciation and amortization of leased assets

 

300

 

760

 

Accretion of investment securities discounts

 

(1,463

)

(858

)

Amortization of investment securities premiums

 

4,768

 

4,787

 

Investment securities transactions, net

 

(11,880

)

(6,410

)

Amortization of junior subordinated debenture discounts

 

26

 

110

 

Amortization of identified intangible assets

 

3,951

 

3,897

 

Stock based compensation expense

 

502

 

550

 

Earnings from affiliates and other investments

 

(9,778

)

(9,773

)

Deferred tax benefit

 

(7,811

)

(7,727

)

Decrease in accrued interest receivable

 

7,631

 

7,857

 

Net increase in other assets

 

(24,854

)

(4,226

)

Net (decrease) increase in other liabilities

 

(72,973

)

1,046

 

 

 

 

 

 

 

Net cash provided by operating activities

 

66,318

 

130,294

 

 

 

 

 

 

 

Investing activities:

 

 

 

 

 

 

 

 

 

 

 

Proceeds from maturities of securities

 

1,637

 

16,261

 

Proceeds from sales of available for sale securities

 

571,814

 

8,359

 

Purchases of available for sale securities

 

(419,614

)

(1,002,839

)

Principal collected on mortgage-backed securities

 

944,989

 

981,679

 

Maturities of time deposits with banks

 

396

 

4,457

 

Net decrease (increase) in loans

 

101,911

 

(209,873

)

Purchases of other investments

 

(10,425

)

(8,315

)

Distributions of other investments

 

53,295

 

33

 

Purchases of bank premises and equipment

 

(52,485

)

(47,415

)

Proceeds from sale of bank premises and equipment

 

628

 

800

 

 

 

 

 

 

 

Net cash provided by (used in) investing activities

 

1,192,146

 

(256,853

)

 

6



 

INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES

 

Consolidated Statements of Cash Flows, continued (Unaudited)

 

(Dollars in Thousands)

 

 

 

Nine Months Ended
September 30,

 

 

 

2009

 

2008

 

 

 

 

 

 

 

Financing activities:

 

 

 

 

 

 

 

 

 

 

 

Net decrease in non-interest bearing demand deposits

 

$

 (11,190

)

$

 (52,063

)

Net increase (decrease) in savings and interest bearing demand deposits

 

48,465

 

(64,633

)

Net increase (decrease) in time deposits

 

16,183

 

(39,526

)

Net increase in securities sold under repurchase agreements

 

59,099

 

139,023

 

Net (decrease) increase in other borrowed funds

 

(1,394,411

)

167,814

 

Purchase of treasury stock

 

(6,722

)

(958

)

Proceeds from stock transactions

 

2,359

 

560

 

Payment of dividends on common stock

 

(11,662

)

(22,623

)

Payments of dividends on preferred stock

 

(6,960

)

 

 

 

 

 

 

 

Net cash (used in) provided by financing activities

 

(1,304,839

)

127,594

 

 

 

 

 

 

 

(Decrease) increase in cash and cash equivalents

 

(46,375

)

1,035

 

 

 

 

 

 

 

Cash and cash equivalents at beginning of period

 

298,720

 

346,052

 

 

 

 

 

 

 

Cash and cash equivalents at end of period

 

$

 252,345

 

$

 347,087

 

 

 

 

 

 

 

Supplemental cash flow information:

 

 

 

 

 

Interest paid

 

$

 114,805

 

$

 191,610

 

Income taxes paid

 

56,918

 

51,711

 

Accrued dividends, preferred shares

 

1,350

 

 

Dividends declared, not yet paid

 

 

22,630

 

Sales of available-for-sale securities not yet settled

 

1,282

 

 

Purchases of available-for-sale securities not yet settled

 

464,760

 

149,351

 

 

See accompanying notes to consolidated financial statements.

 

7



 

INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

(Unaudited)

 

Note 1 - Basis of Presentation

 

The accounting and reporting policies of International Bancshares Corporation (“Corporation”) and Subsidiaries (the Corporation and Subsidiaries collectively referred to herein as the “Company”) conform to accounting principles generally accepted in the United States of America and to general practices within the banking industry.  The consolidated financial statements include the accounts of the Corporation and its wholly-owned subsidiaries, International Bank of Commerce, Laredo (“IBC”), Commerce Bank, International Bank of Commerce, Zapata, International Bank of Commerce, Brownsville and the Corporation’s wholly-owned non-bank subsidiaries, IBC Subsidiary Corporation, IBC Life Insurance Company, IBC Trading Company, IBC Capital Corporation and Premier Tierra Holdings, Inc.  All significant inter-company balances and transactions have been eliminated in consolidation.  The consolidated financial statements are unaudited, but include all adjustments, which, in the opinion of management, are necessary for a fair presentation of the results of the periods presented.  All such adjustments were of a normal and recurring nature.  It is suggested that these financial statements be read in conjunction with the financial statements and the notes thereto in the Company’s latest Annual Report on Form 10-K.  The consolidated statement of condition at December 31, 2008 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.  Certain reclassifications have been made to make prior periods comparable.

 

The Company operates as one segment.  The operating information used by the Company’s chief executive officer for purposes of assessing performance and making operating decisions about the Company is the consolidated statements presented in this report.  The Company has four active operating subsidiaries, namely, the bank subsidiaries, otherwise known as International Bank of Commerce, Laredo, Commerce Bank, International Bank of Commerce, Zapata and International Bank of Commerce, Brownsville.  The Company applies the provisions of Financial Accounting Standards Board (“FASB”) Accounting Statement Codification (“ASC”), FASB ASC 280, Segment Reporting, in determining its reportable segments and related disclosures.

 

On July 1, 2009, the Financial Accounting Standards Board officially launched the “FASB Accounting Standards Codification,” (“Codification”), which is now the single official source of authoritative, non-governmental U.S. GAAP, in addition to guidance issued by the Securities and Exchange Commission (“SEC”).  The Codification supersedes all prior accounting literature.  With the launch of the Codification, U.S. GAAP now consists of two levels — authoritative (Codification) and non-authoritative (anything not in the Codification).  The Codification is effective for interim and annual periods ending after September 15, 2009, and is organized into approximately 90 accounting topics.  The FASB will no longer be issuing accounting standards in the form of Statements, Staff Positions or Emerging Issues Task Force Abstracts.  The FASB will instead amend the Codification by issuing “Accounting Standards Updates.”  The adoption of the Codification did not have a significant impact to the Company’s consolidated financial statements.

 

Effective June 30, 2009, the Company adopted Statement of Financial Accounting Standards No. 165 (“SFAS No. 165”), “Subsequent Events.” SFAS No. 165 is currently included in the Codification under ASC Topic 855, “Subsequent Events” (“ASC 855”).  ASC 855 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or available to be issued.  ASC 855 defines (i) the period after the balance sheet date during which a reporting entity’s management should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements (ii) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements and (iii) the disclosures an entity should make about events or transactions that occurred after the balance sheet date.  The adoption of the accounting standard did not have an impact on the Company’s consolidated financial statements.  The Company has evaluated all events or transactions that occurred after September 30, 2009 through November 2, 2009, the date the Company issued these financial statements. During this period, the Company did not have any material recognizable or non-recognizable subsequent events.

 

8



 

Note 2 — Fair Value Measurements

 

Effective January 1, 2008, the Company adopted Statement of Financial Accounting Standards No. 157 (“SFAS No. 157”), “Fair Value Measurements” for financial assets and liabilities.  Additionally, in accordance with Financial Accounting Standards Board Staff Position No. 157-2, (“FSP No 157-2”), “Effective date of FASB Statement No. 157,” the Company delayed application of SFAS No. 157 for non-financial assets and non-financial liabilities until January 1, 2009, except for those that are recognized or disclosed at fair value on a recurring basis.  SFAS No. 157 and FSP No. 157-2 are now included in the Accounting Standards Codification (“ASC”) in Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”).  ASC 820 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements.  ASC 820 applies to all financial instruments that are being measured and reported on a fair value basis.  ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; it also establishes a fair value hierarchy that prioritizes the inputs used in valuation methodologies into the following three levels:

 

·                  Level 1 Inputs – Unadjusted quoted prices in active markets for identical assets or liabilities.

·                  Level 2 Inputs – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

·                  Level 3 Inputs – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.  Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or other valuation techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

 

A description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy is set forth below.

 

The following table represents assets and liabilities reported on the consolidated balance sheets at their fair value as of September 30, 2009 by level within the fair value measurement hierarchy:

 

 

 

 

 

Fair Value Measurements at Reporting Date Using

 

 

 

 

 

(in thousands)

 

 

 

Assets/Liabilities
Measured at Fair
Value

 

Quoted Prices
in Active
Markets for
Identical
Assets

 

Significant Other
Observable
Inputs

 

Significant
Unobservable
Inputs

 

 

 

September 30, 2009

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

 

 

 

 

 

 

 

 

 

 

Measured on a recurring basis:

 

 

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

 

 

 

 

U.S. Treasury securities Available-for-sale

 

$

1,327

 

$

 —

 

$

 1,327

 

$

 —

 

Mortgage-backed securities Available-for-sale

 

4,361,946

 

 

4,283,391

 

78,555

 

States and political subdivisions Available-for-sale

 

128,472

 

 

128,472

 

 

Other Available-for-sale

 

14,164

 

664

 

13,500

 

 

 

 

 

 

 

 

 

 

 

 

Measured on a non-recurring basis:

 

 

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

 

 

 

 

Impaired Loans

 

88,407

 

 

 

88,407

 

 

9



 

Investment securities available-for-sale are classified within level 2 and level 3 of the valuation hierarchy, with the exception of certain equity investments that are classified within level 1.  For investments classified as level 2 in the fair value hierarchy, the Company obtains fair value measurements for investment securities from an independent pricing service.  The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things.  Investment securities classified as level 3 are non-agency mortgage-backed securities.  The non-agency mortgage-backed securities held by the Company are traded in in-active markets and markets that have experienced significant decreases in volume and level of activity, as exhibited by few recent transactions, a significant decline or absence of new issuances, price quotations that are not based on comparable securities transactions and wide bid-ask spreads among other factors.  As a result of the inability to use quoted market prices to determine fair value for these securities, the Company determined that fair value, as determined by level 3 inputs in the fair value hierarchy, is more appropriate for financial reporting and more consistent with the expected performance of the investments.  For the investments classified within level 3 of the fair value hierarchy, the Company evaluated the performance of the securities since the time of purchase and determined that the securities have performed as expected or better than expected.  Therefore, the Company applied the spread from the time of purchase against the current yield curve to determine the fair value represented in the consolidated financial statements since that spread represented an orderly, active market.

 

The following table presents a reconciliation of activity for such mortgage-backed securities on a net basis (Dollars in thousands):

 

Balance at December 31, 2008

 

$

 

Principal paydowns, net of discount amortization

 

(4,010

)

Total unrealized gains included in:

 

 

 

Other comprehensive income

 

(6

)

Transfers into level 3

 

82,571

 

 

 

 

 

Balance at September 30, 2009

 

$

 78,555

 

 

As of September 30, 2009, the Company’s financial instruments measured at fair value on a non-recurring basis are limited to impaired loans.  Impaired loans are classified within level 3 of the valuation hierarchy.  The fair value of impaired loans is derived in accordance with FASB ASC 310, “Receivables”.  The fair value of impaired loans is based on the fair value of the collateral, as determined through an external appraisal process, discounted based on internal criteria.  Impaired loans are primarily comprised of collateral-dependent commercial loans.

 

Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis.  The instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment).

 

The fair value estimates, methods, and assumptions for the Company’s financial instruments at September 30, 2009 and December 31, 2008 are outlined below.

 

Cash and Due From Banks and Federal Funds Sold

 

For these short-term instruments, the carrying amount is a reasonable estimate of fair value.

 

Time Deposits with Banks

 

The carrying amounts of time deposits with banks approximate fair value.

 

10



 

Investment securities held-to-maturity

 

The carrying amounts of investments held-to-maturity approximate fair value.

 

Loans

 

Fair values are estimated for portfolios of loans with similar financial characteristics.  Loans are segregated by type such as commercial, real estate and consumer loans as outlined by regulatory reporting guidelines.  Each category is segmented into fixed and variable interest rate terms and by performing and non-performing categories.

 

For variable rate performing loans, the carrying amount approximates the fair value.  For fixed rate performing loans, except residential mortgage loans, the fair value is calculated by discounting scheduled cash flows through the estimated maturity using estimated market discount rates that reflect the credit and interest rate risk inherent in the loan.  For performing residential mortgage loans, fair value is estimated by discounting contractual cash flows adjusted for prepayment estimates using discount rates based on secondary market sources or the primary origination market.  At September 30, 2009, and December 31, 2008, the carrying amount of fixed rate performing loans was $1,272,210,000 and $1,272,370,000 respectively, and the estimated fair value was $1,255,047,000 and $1,253,496,000, respectively.

 

Accrued Interest

 

The carrying amounts of accrued interest approximate fair value.

 

Deposits
 

The fair value of deposits with no stated maturity, such as non-interest bearing demand deposit accounts, savings accounts and interest bearing demand deposit accounts, was equal to the amount payable on demand as of September 30, 2009 and December 31, 2008.  The fair value of time deposits is based on the discounted value of contractual cash flows.  The discount rate is based on currently offered rates.  At September 30, 2009 and December 31, 2008, the carrying amount of time deposits was $3,333,685,000 and $3,317,512,000, respectively, and the estimated fair value was $3,350,874,000 and $3,343,150,000, respectively.

 

Securities Sold Under Repurchase Agreements and Other Borrowed Funds

 

Securities sold under repurchase agreements include both short and long-term maturities.  Due to the contractual terms of the short-term instruments, the carrying amounts approximated fair value at September 30, 2009 and December 31, 2008.  The fair value of the long-term instruments is based on established market spreads.  At September 30, 2009 and December 31, 2008, the carrying amount of long-term repurchase agreements was $1,000,000,000 and the estimated fair value was $1,114,056,000 and $1,158,873,000, respectively.  Other borrowed funds are short-term Federal Home Loan Bank borrowings.  Due to the contractual terms of these financial instruments, the carrying amounts approximated fair value at September 30, 2009 and December 31, 2008.

 

Junior Subordinated Deferrable Interest Debentures

 

The Company currently has fixed and floating junior subordinated deferrable interest debentures outstanding.  Due to the contractual terms of the floating rate junior subordinated deferrable interest debentures, the carrying amounts approximated fair value at September 30, 2009 and December 31, 2008.  The fair value of the fixed junior subordinated deferrable interest debentures is based on established market spreads to the debentures.  At September 30, 2009 and December 31, 2008, the carrying amount of fixed junior subordinated deferrable interest debentures was $139,216,000 and $139,190,000, respectively, and the estimated fair value was $58,795,000 and $44,704,000, respectively.

 

Commitments to Extend Credit and Letters of Credit

 

Commitments to extend credit and fund letters of credit are principally at current interest rates and therefore the carrying amount approximates fair value.

 

11



 

Limitations

 

Fair value estimates are made at a point in time, based on relevant market information and information about the financial instrument.  These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument.  Because no market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments and other factors.  These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision.  Changes in assumptions could significantly affect the estimates.

 

Fair value estimates are based on existing on-and off-statement of condition financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments.  Other significant assets and liabilities that are not considered financial assets or liabilities include the bank premises and equipment and core deposit value.  In addition, the tax ramifications related to the effect of fair value estimates have not been considered in the above estimates.

 

Note 3– Loans

 

A summary of net loans, by loan type at September 30, 2009 and December 31, 2008 is as follows:

 

 

 

September 30,

 

December 31,

 

 

 

2009

 

2008

 

 

 

(Dollars in Thousands)

 

 

 

 

 

 

 

Commercial, financial and agricultural

 

$

 2,705,704

 

$

 2,574,247

 

Real estate – mortgage

 

953,978

 

888,095

 

Real estate – construction

 

1,657,685

 

1,911,954

 

Consumer

 

154,726

 

169,589

 

Foreign

 

270,263

 

328,948

 

 

 

 

 

 

 

Total loans

 

$

 5,742,356

 

$

 5,872,833

 

 

Note 4 - Allowance for Probable Loan Losses

 

A summary of the transactions in the allowance for probable loan losses is as follows:

 

 

 

September 30,

 

September 30,

 

 

 

2009

 

2008

 

 

 

(Dollars in Thousands)

 

 

 

 

 

 

 

Balance at December 31,

 

$

 73,461

 

$

 61,726

 

 

 

 

 

 

 

Losses charged to allowance

 

(29,864

)

(6,345

)

Recoveries credited to allowance

 

1,296

 

892

 

Net losses charged to allowance

 

(28,568

)

(5,453

)

 

 

 

 

 

 

Provision charged to operations

 

45,429

 

12,690

 

 

 

 

 

 

 

Balance at September 30,

 

$

 90,322

 

$

 68,963

 

 

The losses charged to the allowance increased by $23,519,000 for the nine months ended September 30, 2009 versus the same period of 2008.  The nationwide recession and its consequences are being felt in the Company’s markets, but not to the extent being seen in the nation as a whole.  These factors, as well as other economic issues, have elevated the Company’s provisions as well as charge-offs.

 

12



 

Impaired loans are those loans where it is probable that all amounts due according to contractual terms of the loan agreement will not be collected.  The Company has identified these loans through its normal loan review procedures.    Impaired loans are measured based on (1) the present value of expected future cash flows discounted at the loan’s effective interest rate; (2) the loan’s observable market price; or (3) the fair value of the collateral if the loan is collateral dependent.  Substantially all of the Company’s impaired loans are measured at the fair value of the collateral. In limited cases, the Company may use other methods to determine the level of impairment of a loan if such loan is not collateral dependent.

 

The following table details key information regarding the Company’s impaired loans:

 

 

 

September 30,

 

December 31,

 

 

 

2009

 

2008

 

 

 

(Dollars in Thousands)

 

 

 

 

 

 

 

Balance of impaired loans where there is a related allowance for loan loss

 

$

 118,407

 

$

 137,153

 

Balance of impaired loans where there is no related allowance for loan loss

 

12,314

 

27,786

 

 

 

 

 

 

 

Total impaired loans

 

$

 130,721

 

$

 164,939

 

 

 

 

 

 

 

Allowance allocated to impaired loans

 

$

 30,000

 

$

 20,671

 

 

The impaired loans included in the table above are primarily comprised of collateral dependent commercial loans, which have not been fully charged off.  The average recorded investment in impaired loans was $161,194,000 and $93,654,000 for the nine months and year ended September 30, 2009 and December 31, 2008, respectively.  The interest recognized on impaired loans was not significant.  The increase in the balance of impaired loans over historical levels can be partially attributed to certain loans that filed for bankruptcy protection and a few loan relationships that deteriorated during 2008 and 2009.  A substantial amount of the impaired loans have adequate collateral and credit enhancements not requiring a related allowance for loan loss.  The level of impaired loans is reflective of the economic weakness that has been created by the financial crisis and the subsequent economic downturn.  While impaired loans have increased compared to historical levels, they have decreased for the period ended September 30, 2009, compared to the period ending December 31, 2008.  Management is confident the Company’s loss exposure regarding these credits will be significantly reduced due to the Company’s long-standing practices that emphasize secured lending with strong collateral positions and guarantor support.  Management is likewise confident the reserve for probable loan losses is adequate.  The Company has no direct exposure to sub-prime loans in its loan portfolio, but the sub-prime crisis has affected the credit markets on a national level, and as a result, the Company has experienced an increasing amount of impaired loans; however, management’s decision to place loans in this category does not necessarily mean that the Company will experience significant losses from these loans or significant increases in impaired loans from these levels.

 

Management of the Company recognizes the risks associated with these impaired loans.  However, management’s decision to place loans in this category does not necessarily mean that losses will occur. In the current environment, troubled loan management can be protracted because of the legal and process problems that delay the collection of an otherwise collectable loan.   Additionally, management believes that the collateral related to these impaired loans and/or the secondary support from guarantors mitigates the potential for losses from impaired loans.    It is also important to note that even though the economic conditions in Texas and Oklahoma are softening, we believe these markets are stronger and better positioned to recover than many other areas of the country.

 

The bank subsidiaries charge off that portion of any loan which management considers to represent a loss as well as that portion of any other loan which is classified as a “loss” by bank examiners.  Commercial and industrial or real estate loans are generally considered by management to represent a loss, in whole or part, when an exposure beyond any collateral coverage is apparent and when no further collection of the loss portion is anticipated based on the borrower’s financial condition and general economic conditions in the borrower’s industry. Generally, unsecured consumer loans are charged-off when 90 days past due.

 

13



 

While management of the Company considers that it is generally able to identify borrowers with financial problems reasonably early and to monitor credit extended to such borrowers carefully, there is no precise method of predicting loan losses.  The determination that a loan is likely to be uncollectible and that it should be wholly or partially charged-off as a loss is an exercise of judgment.  Similarly, the determination of the adequacy of the allowance for probable loan losses can be made only on a subjective basis.  It is the judgment of the Company’s management that the allowance for probable loan losses at September 30, 2009 was adequate to absorb probable losses from loans in the portfolio at that date.

 

Note 5 – Stock Options

 

On April 1, 2005, the Board of Directors adopted the 2005 International Bancshares Corporation Stock Option Plan (the “2005 Plan”).  Effective May 19, 2008, the 2005 Plan was amended to increase the number of shares available for stock option grants under the 2005 Plan by 300,000 shares.  The 2005 Plan replaced the 1996 International Bancshares Corporation Key Contributor Stock Option Plan (the “1996 Plan”).  Under the 2005 Plan both qualified incentive stock options (“ISOs”) and non-qualified stock options (“NQSOs”) may be granted.  Options granted may be exercisable for a period of up to 10 years from the date of grant, excluding ISOs granted to 10% shareholders, which may be exercisable for a period of up to only five years.  As of September 30, 2009, 138,297 shares were available for future grants under the 2005 Plan.

 

A summary of option activity under the stock option plans for the nine months ended September 30, 2009 is as follows:

 

 

 

Number of
options

 

Weighted
average
exercise price

 

Weighted
average
remaining
contractual term
(years)

 

Aggregate
intrinsic

value ($)

 

 

 

 

 

 

 

 

 

(Dollars in Thousands)

 

 

 

 

 

 

 

 

 

 

 

Options outstanding at December 31, 2008

 

833,597

 

$

 21.43

 

 

 

 

 

Plus:  Options granted

 

247,250

 

10.42

 

 

 

 

 

Less:

 

 

 

 

 

 

 

 

 

Options exercised

 

186,395

 

12.66

 

 

 

 

 

Options expired

 

15,052

 

12.66

 

 

 

 

 

Options forfeited

 

24,088

 

17.26

 

 

 

 

 

Options outstanding at September 30, 2009

 

855,312

 

$

 20.35

 

4.93

 

$

 1,499

 

 

 

 

 

 

 

 

 

 

 

Options fully vested and exercisable at September 30, 2009

 

275,032

 

$

 22.47

 

2.81

 

$

 70

 

 

Stock-based compensation expense included in the consolidated statements of income for the three and nine months ended September 30, 2009 was approximately $185,400 and $502,000, respectively.  As of September 30, 2009, there was approximately $1,342,000 of total unrecognized stock-based compensation cost related to non-vested options granted under the Company plans that will be recognized over a weighted average period of 1.7 years.

 

Note 6 - Investment Securities

 

The Company classifies debt and equity securities into one of three categories:  held-to maturity, available-for-sale, or trading.  Such securities are reassessed for appropriate classification at each reporting date.  Securities classified as “held-to-maturity” are carried at amortized cost for financial statement reporting, while securities classified as “available-for-sale” and “trading” are carried at their fair value.  Unrealized holding gains and losses are included in net income for those securities classified as “trading”, while unrealized holding gains and losses related to those securities classified as “available-for-sale” are excluded from net income and reported net of tax as other comprehensive income (loss) and accumulated other comprehensive income (loss) until realized, or in the case of losses, when deemed other than temporary.

 

14



 

The amortized cost and estimated fair value by type of investment security at September 30, 2009 are as follows:

 

 

 

Held to Maturity

 

 

 

Amortized
cost

 

Gross
unrealized
gains

 

Gross
unrealized
losses

 

Estimated fair
value

 

Carrying
value

 

 

 

(Dollars in Thousands)

 

Other securities

 

$

2,450

 

$

 

$

 

$

2,450

 

$

2,450

 

Total investment securities

 

$

2,450

 

$

 

$

 

$

2,450

 

$

2,450

 

 

 

 

Available for Sale

 

 

 

Amortized
cost

 

Gross
unrealized
gains

 

Gross
unrealized
losses

 

Estimated fair
value

 

Carrying
value (1)

 

 

 

(Dollars in Thousands)

 

U.S. Treasury securities

 

$

1,327

 

$

 

$

 

$

1,327

 

$

1,327

 

Mortgage-backed securities

 

4,275,422

 

86,821

 

(297

)

4,361,946

 

4,361,946

 

Obligations of states and political subdivisions

 

126,205

 

2,429

 

(162

)

128,472

 

128,472

 

Equity securities

 

13,825

 

368

 

(29

)

14,164

 

14,164

 

Total investment securities

 

$

4,416,779

 

$

89,618

 

$

(488

)

$

4,505,909

 

$

4,505,909

 

 


(1)                                  Included in the carrying value of mortgage-backed securities are $1,616,728 of mortgage-backed securities issued by Ginnie Mae, $2,666,663 of mortgage-backed securities issued by Fannie Mae and Freddie Mac and $78,555 issued by non-government entities

 

The amortized cost and estimated fair value by type of investment security at December 31, 2008 are as follows:

 

 

 

Held to Maturity

 

 

 

Amortized
cost

 

Gross
unrealized
gains

 

Gross
unrealized
losses

 

Estimated fair
value

 

Carrying
value

 

 

 

(Dollars in Thousands)

 

Other securities

 

$

2,300

 

$

 

$

 

$

2,300

 

$

2,300

 

Total investment securities

 

$

2,300

 

$

 

$

 

$

2,300

 

$

2,300

 

 

 

 

Available for Sale

 

 

 

Amortized
cost

 

Gross
unrealized
gains

 

Gross
unrealized
losses

 

Estimated fair
value

 

Carrying
value (1)

 

 

 

(Dollars in Thousands)

 

U.S. Treasury securities

 

$

1,319

 

$

 

$

 

$

1,319

 

$

1,319

 

Mortgage-backed securities

 

4,947,351

 

59,915

 

(32,949

)

4,974,317

 

4,974,317

 

Obligations of states and political subdivisions

 

81,208

 

1,346

 

(340

)

82,214

 

82,214

 

Equity securities

 

13,825

 

205

 

 

14,030

 

14,030

 

Total investment securities

 

$

5,043,703

 

$

61,466

 

$

(33,289

)

$

5,071,880

 

$

5,071,880

 

 


(1)                                  Included in the carrying value of mortgage-backed securities are $1,820,988 of mortgage-backed securities issued by Ginnie Mae, $3,087,038 of mortgage-backed securities issued by Fannie Mae and Freddie Mac and $66,291 issued by non-government entities

 

15



 

The amortized cost and estimated fair value of investment securities at September 30, 2009, by contractual maturity, are shown below.  Expected maturities will differ from contractual maturities because borrowers may have the right to prepay obligations with or without prepayment penalties.

 

 

 

Held to Maturity

 

Available for Sale

 

 

 

Amortized
Cost

 

Estimated
fair value

 

Amortized
Cost

 

Estimated
fair value

 

 

 

(Dollars in Thousands)

 

Due in one year or less

 

$

625

 

$

625

 

$

1,327

 

$

1,327

 

Due after one year through five years

 

1,825

 

1,825

 

 

 

Due after five years through ten years

 

 

 

11,225

 

11,303

 

Due after ten years

 

 

 

114,980

 

117,169

 

Mortgage-backed securities

 

 

 

4,275,422

 

4,361,946

 

Equity securities

 

 

 

13,825

 

14,164

 

Total investment securities

 

$

2,450

 

$

2,450

 

$

4,416,779

 

$

4,505,909

 

 

Mortgage-backed securities are securities issued by the Freddie Mac, Fannie Mae, Ginnie Mae or non-government entities.  Investments in mortgage-backed securities issued by Ginnie Mae are fully guaranteed by the U.S. Government.  Investments in mortgage-backed securities issued by Freddie Mac and Fannie Mae are not fully guaranteed by the U.S. Government, but carry an implied AAA rating with limited credit risk, particularly given the placement of Fannie Mae and Freddie Mac into conservatorship by the federal government in early September 2008.

 

Proceeds from the sale of securities available-for-sale were $35,135,000 and $571,814,000 for the three and nine months ended September 30, 2009, respectively, which included $29,946,000 and $555,674,000 of mortgage-backed securities. Gross gains of $179,000 and $11,894,000 and gross losses of $(5,000) and $(14,000) were realized on the sales for the quarter and nine months ended September 30, 2009, respectively.

 

Gross unrealized losses on investment securities and the fair value of the related securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at September 30, 2009 were as follows:

 

 

 

Less than 12 months

 

12 months or more

 

Total

 

 

 

Fair Value

 

Unrealized
Losses

 

Fair Value

 

Unrealized
Losses

 

Fair Value

 

Unrealized
Losses

 

 

 

(Dollars in Thousands)

 

Available for sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage-backed securities

 

$

82,539

 

$

(214

)

$

63,621

 

$

(83

)

$

146,160

 

$

(297

)

Obligations of states and political subdivisions

 

17,851

 

(158

)

271

 

(4

)

18,122

 

(162

)

Other equity securities

 

47

 

(29

)

 

 

47

 

(29

)

 

 

$

100,437

 

$

(401

)

$

63,892

 

$

(87

)

$

164,329

 

$

(488

)

 

16



 

The unrealized losses on investments in mortgage-backed securities are primarily caused by changes in market interest rates.  Mortgage-backed securities are primarily securities issued by the Freddie Mac, Fannie Mae and Ginnie Mae.  The contractual cash obligations of the securities issued by Ginnie Mae are fully guaranteed by the U.S. Government.  The contractual cash obligations of the securities issued by Freddie Mac and Fannie Mae are not fully guaranteed by the U.S. Government; however, the securities carry an implied AAA rating with limited credit risk, particularly given the placement of Fannie Mae and Freddie Mac into conservatorship by the federal government in early September 2008.  The decrease in fair value on mortgage-backed securities issued by Freddie Mac, Fannie Mae and Ginnie Mae is due to market interest rates.  The Company has the ability and intent to hold these investments until a market price recovery or maturity of the securities; therefore, it is the conclusion of the Company that the investments in mortgage-backed securities issued by Freddie Mac, Fannie Mae and Ginnie Mae are not considered other-than-temporarily impaired.  In addition, the Company has a small investment in non-agency mortgage-backed securities that have strong credit backgrounds and include additional credit enhancements to protect the Company from losses arising from high foreclosure rates.  These securities have additional market volatility beyond economically induced interest rate events.  The Company has received principal and interest payments in line with expected cash flows at the time of purchase.  The Company has no intent to sell and will not more likely than not be required to sell before recovery of amortized cost, the non-agency mortgage-backed securities until a market price recovery or maturity and has continued to receive cash as expected; therefore, it is the conclusion of the Company that the investments in non-agency mortgage-backed securities are not other-than-temporarily impaired.

 

The unrealized losses on investments in other securities are caused by fluctuations in market interest rates.  The underlying cash obligations of the securities are guaranteed by the entity underwriting the debt instrument.  It is the belief of the Company that the entity issuing the debt will honor its interest payment schedule, as well as the full debt at maturity.  The securities are purchased by the Company for their economic value.  The decrease in fair value is primarily due to market interest rates and not other factors, and because the Company has the ability and intent to hold these investments until a market price recovery or maturity of the securities, it is the conclusion of the Company that the investments are not considered other-than-temporarily impaired.

 

Note 7 — Other Borrowed Funds

 

Other borrowed funds include Federal Home Loan Bank borrowings, which are short-term, variable-rate borrowings issued by the Federal Home Loan Bank of Dallas at the market price offered at the time of funding.  These borrowings are secured by mortgage-backed investment securities and a portion of the Company’s loan portfolio.  At September 30, 2009, other borrowed funds totaled $1,128,575,000, a decrease of 55.3% from $2,522,986,000 at December 31, 2008.

 

Note 8 — Junior Subordinated Interest Deferrable Debentures

 

The Company has formed twelve statutory business trusts under the laws of the State of Delaware, for the purpose of issuing trust preferred securities.  As part of the Local Financial Corporation (“LFIN”) acquisition, the Company acquired three additional statutory business trusts previously formed by LFIN for the purpose of issuing trust preferred securities.  The twelve statutory business trusts formed by the Company and the three business trusts acquired in the LFIN transaction (the “Trusts”) have each issued Capital and Common Securities and invested the proceeds thereof in an equivalent amount of junior subordinated debentures (the “Debentures”) issued by the Company or LFIN, as appropriate.  As of September 30, 2009, the Debentures issued by four of the trusts formed by the Company and the Debentures issued by all three of the trusts formed by LFIN have been redeemed by the Company.  As of September 30, 2009, the principal amount of debentures outstanding totaled $201,074,000.  As a result of the participation in the TARP Capital Purchase Program, the Company may not, without the consent of the Treasury Department, redeem any of the Debentures until the earlier to occur of December 23, 2011, or the date on which the Company has redeemed all of the Series A Preferred Stock issued under the Capital Purchase Program or the date on which the Treasury has transferred all of the Series A Preferred Stock to third parties not affiliated with the Treasury.

 

17



 

The Debentures are subordinated and junior in right of payment to all present and future senior indebtedness (as defined in the respective indentures) of the Company, and are pari passu with one another.  The interest rate payable on, and the payment terms of the Debentures are the same as the distribution rate and payment terms of the respective issues of Capital and Common Securities issued by the Trusts.  The Company has fully and unconditionally guaranteed the obligations of each of the Trusts with respect to the Capital and Common Securities.  The Company has the right, unless an Event of Default (as defined in the Indentures) has occurred and is continuing, to defer payment of interest on the Debentures for up to ten consecutive semi-annual periods on Trust I and for up to twenty consecutive quarterly periods on Trusts VI, VII, VIII, IX, X, XI and XII.  If interest payments on any of the Debentures are deferred, distributions on both the Capital and Common Securities related to that Debenture would also be deferred.  The redemption prior to maturity of any of the Debentures may require the prior approval of the Federal Reserve and/or other regulatory bodies.

 

For financial reporting purposes, the Trusts are treated as investments of the Company and not consolidated in the consolidated financial statements.  Although the Capital Securities issued by each of the Trusts are not included as a component of shareholders’ equity on the consolidated statement of condition, the Capital Securities are treated as capital for regulatory purposes.  Specifically, under applicable regulatory guidelines, the Capital Securities issued by the Trusts qualify as Tier 1 capital up to a maximum of 25% of Tier 1 capital on an aggregate basis.  Any amount that exceeds the 25% threshold would qualify as Tier 2 capital.  For September 30, 2009, the total $201,074,000, of the Capital Securities outstanding qualified as Tier 1 capital.

 

In March 2005, the Federal Reserve Board issued a final rule that allowed the inclusion of trust preferred securities in Tier 1 capital, but placed stricter quantitative limits.  Under the final rule, after a transition period ending March 31, 2009, the aggregate amount of trust preferred securities and certain other capital elements would be limited to 25% of Tier 1 capital, net of goodwill, less any associated deferred tax liability.  The amount of trust preferred securities and certain other elements in excess of the limit could be included in Tier 2 capital, subject to restrictions.  On March 16, 2009, the Federal Reserve Board extended for two years the transition period.  The Company believes that substantially all of the current trust preferred securities will be included in Tier 1 capital after the transition period ending on March 31, 2011.

 

The following table illustrates key information about each of the Capital and Common Securities and their interest rate at September 30, 2009:

 

 

 

Junior
Subordinated
Deferrable
Interest
Debentures

 

Repricing
Frequency

 

Interest Rate

 

Interest Rate
Index

 

Maturity Date

 

Optional
Redemption Date

 

 

 

(In Thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trust I

 

$

10,348

 

Fixed

 

10.18

%

Fixed

 

June 2031

 

June 2011

 

Trust VI

 

$

25,774

 

Quarterly

 

3.89

%

LIBOR + 3.45

 

November 2032

 

February 2010

 

Trust VII

 

$

10,310

 

Quarterly

 

3.73

%

LIBOR + 3.25

 

April 2033

 

January 2010

 

Trust VIII

 

$

25,774

 

Quarterly

 

3.56

%

LIBOR + 3.05

 

October 2033

 

January 2010

 

Trust IX

 

$

41,238

 

Fixed

 

7.10

%

Fixed

 

October 2036

 

October 2011

 

Trust X

 

$

34,021

 

Fixed

 

6.66

%

Fixed

 

February 2037

 

February 2012

 

Trust XI

 

$

32,990

 

Fixed

 

6.82

%

Fixed

 

July 2037

 

July 2012

 

Trust XII

 

$

20,619

 

Fixed

 

6.85

%

Fixed

 

September 2037

 

September  2012

 

 

 

$

201,074

 

 

 

 

 

 

 

 

 

 

 

 


(1) Trust IX, X, XI and XII accrue interest at a fixed rate for the first five years, then floating at LIBOR + 1.62%, 1.65%, 1.62% and 1.45% thereafter, respectively.

 

18



 

Note 9 — Preferred Stock, Common Stock and Dividends

 

The Company has outstanding 216,000 shares of Series A cumulative perpetual preferred stock, issued to the US Treasury under the Company’s participation in the Troubled Asset Relief Program Capital Purchase Program (the “TARP Capital Purchase Program”).  The Series A shares have a par value of $.01 per share (the “Senior Preferred Stock”), and a liquidation preference of $1,000 per share, for a total price of $216,000,000.  The Senior Preferred Stock will pay dividends at a rate of 5% per year for the first five years and 9% per year thereafter.  The Senior Preferred Stock has no maturity date and ranks senior to the Company’s common stock with respect to the payment of dividends and distributions and amounts payable upon liquidation, dissolution and winding up of the Company.  In conjunction with the purchase of the Senior Preferred Stock, the US Treasury received a warrant (the “Warrant”) to purchase 1,326,238 shares of the Company’s common stock (the “Warrant Shares”) at $24.43 per share, which would represent an aggregate common stock investment in the Company on exercise of the warrant in full equal to 15% of the Senior Preferred Stock investment.  The term of the Warrant is ten years and was immediately exercisable.  The number of shares issuable upon exercise of the Warrant is also subject to reduction in certain limited events that involve the Company conducting Qualified Equity Offerings on or prior to December 31, 2009.  Both the Senior Preferred Stock and Warrant are included as components of Tier 1 capital.  As of September 30, 2009, none of the Warrants had been exercised.  The Company paid dividends on the Senior Preferred Stock on February 16, May 15, and August 2009, in the amounts of $1,560,000, $2,700,000, and $2,700,000, respectively, and will pay a dividend on the Senior Preferred Stock on November 15, 2009, in the amount of $2,700,000.

 

Upon issuance, the fair value of the Series A shares and the associated warrants were computed as if the instruments were issued on a stand-alone basis.  The fair value of the Series A shares were estimated based on discounted cash flows, resulting in a stand-alone fair value of approximately $130.9 million.  The Company used the Black-Sholes-Merton option pricing model to estimate the fair value of the warrants, resulting in a stand-alone fair value of approximately $8.0 million.  The fair values of both were then used to record the Series A shares and Warrants on a relative fair value basis, with the warrants being recorded in Surplus as permanent equity and the Series A shares being recorded at a discount of approximately $12.4 million.  Accretion of the discount associated with the preferred stock is recognized as an increase to preferred stock dividends in determining net income available to common shareholders.  The discount is being amortized over a five year period from the respective issuance date using the effective-yield method and totaled $550,000 and $1,625,000 for the three and nine months ended September 30, 2009.

 

The Company paid cash dividends to the common shareholders of $.17 per share on May 11, 2009 to all holders of record on April 27, 2009.  The Company will pay cash dividends to the common shareholders of $.17 per share on November 2, 2009 to all holders of record on October 19, 2009.  Cash dividends to common shareholders were paid on April 18, and October 15, 2008 to all holders of record on March 31, 2008 and September 30, 2008, respectively.

 

The Company terminated its stock repurchase program on December 19, 2008, in connection with participating in the TARP Capital Purchase Program, which program prohibited stock repurchases, except for repurchases made in connection with the administration of an employee benefit plan in the ordinary course of business and consistent with past practices.  On April 7, 2009, the Company obtained consent from the Treasury to repurchase shares of the Company’s common stock; provided, however, that in no event will the aggregate amount of cash dividends and common stock repurchases for a given semi-annual period exceed the aggregate amount that would be used to pay the originally permitted semi-annual cash dividend of $.33 per share.  The Company also received consent from the Treasury to pay quarterly dividends.  The Company will determine on an ongoing basis the best use of the funds and whether a more frequent dividend program and expanded repurchase program are warranted and beneficial to its shareholders.   Under the new stock repurchase program, the Company is authorized to repurchase up to $40,000,000 of its common stock within twelve months from the adoption of the repurchase program on April 9, 2009.  Stock repurchases may be made from time to time, on the open market or through private transactions.  Shares repurchased in this program will be held in treasury for reissue for various corporate purposes, including employee stock option plans.  As of October 28, 2009, a total of 6,754,098 shares had been repurchased under all programs at a cost of $219,811,000.

 

Note 10 - Commitments and Contingent Liabilities and Other Tax Matters

 

The Company is involved in various legal proceedings that are in various stages of litigation.  Some of these actions allege “lender liability” claims on a variety of theories and claim substantial actual and punitive damages.  The Company has determined, based on discussions with its counsel that any material loss in such actions, individually or in the aggregate, is remote or the damages sought, even if fully recovered, would not be considered material to the consolidated financial position or results of operations of the Company.  However, many of these matters are in various stages of proceedings and further developments could cause management to revise its assessment of these matters.

 

19



 

The Company’s lead bank subsidiary has invested in partnerships, which have entered into several lease-financing transactions. The Internal Revenue Service issued a Notice of Final Partnership Administrative Adjustments (“FPAA”) on two of the partnerships.  In both partnerships, the lead bank subsidiary was the owner of a ninety-nine percent (99%) limited partnership interest. In connection with the two partnerships through the first quarter of 2006, the Company expensed approximately $25.7 million, which amount represents the total of the tax adjustments due and the interest due on such adjustments for both FPAAs.  Management will continue to evaluate the correspondence with the IRS on the FPAAs and make any appropriate revisions to the amounts as deemed necessary.

 

Note 11 — Capital Ratios

 

The Company had a Tier 1 capital to average total asset (leverage) ratio of 11.22% and 9.97%, risk-weighted Tier 1 capital ratio of 17.19% and 15.30% and risk-weighted total capital ratio of 18.44% and 16.35% at September 30, 2009 and December 31, 2008, respectively.  The identified intangibles and goodwill of $305,966,000 as of September 30, 2009, recorded in connection with the acquisitions made by the Company, are deducted from the sum of core capital elements when determining the capital ratios of the Company.  Under applicable regulatory guidelines, the Capital Securities issued by the Trusts qualify as Tier 1 capital up to a maximum of 25% of tier 1 capital on an aggregate basis.  Any amount that exceeds the 25% threshold qualifies as Tier 2 capital.  As of September 30, 2009, the total of $201,074,000 of the Capital Securities outstanding qualified as Tier 1 capital.  The Company actively monitors the regulatory capital ratios to ensure that the Company’s bank subsidiaries are well capitalized under the regulatory framework.

 

In March 2005, the Federal Reserve Board issued a final rule that allowed the inclusion of trust preferred securities in Tier 1 capital, but placed stricter quantitative limits.  Under the final rule, after a transition period ending March 31, 2009, the aggregate amount of trust preferred securities and certain other capital elements would be limited to 25% of Tier 1 capital, net of goodwill, less any associated deferred tax liability.  The amount of trust preferred securities and certain other elements in excess of the limit could be included in Tier 2 capital, subject to restrictions.  On March 16, 2009, the Federal Reserve Board extended for two years the transition period.  The Company believes that substantially all of the current trust preferred securities will be included in Tier 1 capital after the transition period ending on March 31, 2011.

 

20



 

Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Special Cautionary Notice Regarding Forward Looking Information

 

Certain matters discussed in this report, excluding historical information, include forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created by these sections.  Although the Company believes such forward-looking statements are based on reasonable assumptions, no assurance can be given that every objective will be reached.  The words “estimate,” “expect,” “intend,” “believe” and “project,” as well as other words or expressions of a similar meaning are intended to identify forward-looking statements.  Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this report.  Such statements are based on current expectations, are inherently uncertain, are subject to risks and should be viewed with caution.  Actual results and experience may differ materially from the forward-looking statements as a result of many factors.

 

Risk factors that could cause actual results to differ materially from any results that are projected, forecasted, estimated or budgeted by the Company in forward-looking statements include, among others, the following possibilities:

 

·                  Local, regional, national and international economic business conditions and the impact they may have on the Company, the Company’s customers, and such customers’ ability to transact profitable business with the Company, including the ability of its borrowers to repay their loans according to their terms or a change in the value of the related collateral.

·                  Volatility and disruption in national and international financial markets.

·                  Government intervention in the U.S. financial system.

·                  Changes in consumer spending, borrowings and savings habits.

·                  Changes in interest rates and market prices, which could reduce the Company’s net interest margins, asset valuations and expense expectations.

·                  Changes in the capital markets utilized by the Company and its subsidiaries, including changes in the interest rate environment that may reduce margins.

·                  Changes in state and/or federal laws and regulations to which the Company and its subsidiaries, as well as their customers, competitors and potential competitors, are subject, including, without limitation, changes in the accounting, tax and regulatory treatment of trust preferred securities, as well as changes in banking, tax, securities, insurance and employment laws and regulations.

·                  Changes in U.S. — Mexico trade, including, without limitation, reductions in border crossings and commerce resulting from the Homeland Security Programs called “US-VISIT,” which is derived from Section 110 of the Illegal Immigration Reform and Immigrant Responsibility Act of 1996.

·                  The loss of senior management or operating personnel.

·                  Increased competition from both within and outside the banking industry.

·                  The timing, impact and other uncertainties of the Company’s potential future acquisitions including the Company’s ability to identify suitable potential future acquisition candidates, the success or failure in the integration of their operations and the Company’s ability to maintain its current branch network and to enter new markets successfully and capitalize on growth opportunities.

·                  Changes in the Company’s ability to pay dividends on its Preferred Stock or Common Stock.

·                  The effects of the proceedings pending with the Internal Revenue Service regarding the Company’s lease financing transactions.

·                  Additions to the Company’s loan loss allowance as a result of changes in local, national or international conditions which adversely affect the Company’s customers.

·                  Greater than expected costs or difficulties related to the development and integration of new products and lines of business.

·                  Changes in the soundness of other financial institutions with which the Company interacts.

·                  Political instability in the United States and Mexico.

·                  Technological changes.

·                  Acts of war or terrorism.

·                  Natural disasters.

·                  Reduced earnings resulting from the write down of the carrying value of securities held in our securities available-for-sale portfolio following a determination that the securities are other-than-temporarily impaired.

·                  The effect of changes in accounting policies and practices as may be adopted by the regulatory agencies, as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards Board and other accounting standards setters.

 

21



 

·                  The costs and effects of regulatory developments, including the resolution of regulatory or other governmental inquiries and the results of regulatory examinations or reviews.

·                  The Company’s success at managing the risks involved in the foregoing items.

 

Forward-looking statements speak only as of the date on which such statements are made.  It is not probable to foresee or identify all such factors.  The Company makes no commitment to update any forward-looking statement, or to disclose any facts, events or circumstances after the date hereof that may affect the accuracy of any forward-looking statement, unless required by law.

 

Recent Developments

 

On July 1, 2009, the Financial Accounting Standards Board officially launched the “FASB Accounting Standards Codification,” (“Codification”), which is now the single official source of authoritative, non-governmental U.S. GAAP, in addition to guidance issued by the Securities and Exchange Commission (“SEC”).  The Codification supersedes all prior accounting literature.  With the launch of the Codification, U.S. GAAP now consists of two levels — authoritative (Codification) and non-authoritative (anything not in the Codification).  The Codification is effective for interim and annual periods ending after September 15, 2009, and is organized into approximately 90 accounting topics.  The FASB will no longer be issuing accounting standards in the form of Statements, Staff Positions or Emerging Issues Task Force Abstracts.  The FASB will instead amend the Codification by issuing “Accounting Standards Updates.”  The adoption of the Codification did not have a significant impact to the Company’s consolidated financial statements.

 

Overview

 

The Company, which is headquartered in Laredo, Texas, with 280 facilities and more than 440 ATMs, provides banking services for commercial, consumer and international customers of South, Central and Southeast Texas and the State of Oklahoma.  The Company is one of the largest independent commercial bank holding companies headquartered in Texas.  The Company, through its bank subsidiaries, is in the business of gathering funds from various sources and investing those funds in order to earn a return.  The Company either directly or through a bank subsidiary owns two insurance agencies, a liquidating subsidiary, a broker/dealer and a fifty percent interest in an investment banking unit that owns a broker/dealer.  The Company’s primary earnings come from the spread between the interest earned on interest-bearing assets and the interest paid on interest-bearing liabilities.  In addition, the Company generates income from fees on products offered to commercial, consumer and international customers.

 

The Company is very active in facilitating trade along the United States border with Mexico.  The Company does a large amount of business with customers domiciled in Mexico.  Deposits from persons and entities domiciled in Mexico comprise a large and stable portion of the deposit base of the Company’s bank subsidiaries.  The Company also serves the growing Hispanic population through the Company’s facilities located throughout South, Central and Southeast Texas and the State of Oklahoma.

 

Expense control is an essential element in the Company’s long-term profitability.  As a result, the Company monitors the efficiency ratio, which is a measure of non-interest expense to net interest income plus non-interest income closely.  The Company’s efficiency ratio has been negatively impacted over the last few years because of the Company’s aggressive branch expansion which has added a total of 34 branches during 2008 and 2009.  During rapid expansion periods, the Company’s efficiency ratio will suffer but the long-term benefits of the expansion should be realized in future periods and the benefits should positively impact the efficiency ratio in future periods.  The Company monitors this ratio over time to assess the Company’s efficiency relative to its peers taking into account the Company’s branch expansion.  The Company uses this measure as one factor in determining if the Company is accomplishing its long-term goals of providing superior returns to the Company’s shareholders.

 

22



 

Results of Operations

 

Summary

 

Consolidated Statements of Condition Information

 

 

 

September 30, 2009

 

December 31, 2008

 

Percent Increase
(Decrease)

 

 

 

(Dollars in Thousands)

 

 

 

 

 

 

 

 

 

 

 

Assets

 

$

11,685,584

 

$

12,439,341

 

(6.1

)%

Net loans

 

5,652,034

 

5,799,372

 

(2.5

)

Deposits

 

6,912,232

 

6,858,784

 

.8

 

Other borrowed funds

 

1,128,575

 

2,522,986

 

(55.3

)

Junior subordinated deferrable interest debentures

 

201,074

 

201,048

 

 

Shareholders’ equity

 

1,378,348

 

1,257,297

 

9.6

 

 

Consolidated Statements of Income Information

 

 

 

Three Months Ended
September 30,

 

Percent
Increase
(Decrease)

 

Nine Months Ended
September 30,

 

Percent
Increase
(Decrease)

 

 

 

(Dollars in Thousands)

 

 

 

(Dollars in Thousands)

 

 

 

 

 

2009

 

2008

 

 

 

2009

 

2008

 

 

 

Interest income

 

$

126,704

 

$

138,194

 

(8.3

)%

$

401,098

 

$

423,785

 

(5.4

)%

Interest expense

 

32,257

 

54,076

 

(40.3

)

108,978

 

181,897

 

(40.1

)

Net interest income

 

94,447

 

84,118

 

12.3

 

292,120

 

241,888

 

20.8

 

Provision for probable loan losses

 

10,346

 

7,037

 

47.0

 

45,429

 

12,690

 

258.0

 

Non-interest income

 

50,875

 

50,823

 

.1

 

149,079

 

148,134

 

.6

 

Non-interest expense

 

78,746

 

76,274

 

3.2

 

234,153

 

223,970

 

4.5

 

Net income

 

33,723

 

33,880

 

(.5

)

95,909

 

100,409

 

(4.5

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Per common share (adjusted for stock dividends):

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

.49

 

$

.49

 

%

$

1.40

 

$

1.46

 

(4.1

)%

Diluted

 

.49

 

.49

 

 

1.40

 

1.46

 

(4.1

)

 

Net Income

 

Net income for the third quarter of 2009 decreased by .5% compared to the same period in 2008 and decreased by 4.5% for the nine months ended September 30, 2009 as compared to the same period in 2008 despite the $21.3 million, after tax, increase in the provision for probable loan losses charged to expense during the first nine months of 2009.  Additionally, an industry-wide FDIC special assessment negatively impacted the Company’s earnings by $3.3 million, after tax in the second quarter.  Net income for the first nine months of 2009 was positively affected by the increasing net interest margin of the Company.  The increase in the provision was prompted by the analysis of management regarding the general weakness in the economy and the impact of that weakness on the Company’s loan portfolio and the related allowance for probable loan losses.  While the Texas and Oklahoma economies are doing better than other parts of the country, Texas and Oklahoma are not immune to the problems associated with the U.S. economy.  The increase in the provision for probable loan losses is not necessarily an indicator that more credits will worsen to the point that the Company will have to continue to record provisions for probable loan losses at the same level in future periods.

 

23



 

Net Interest Income

 

 

 

Three Months Ended
September 30,

 

Percent
Increase
(Decrease)

 

Nine Months Ended
September 30,

 

Percent
Increase
(Decrease)

 

 

 

(in Thousands)

 

 

 

(in Thousands)

 

 

 

 

 

2009

 

2008

 

 

 

2009

 

2008

 

 

 

Interest income:

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans, including fees

 

$

84,263

 

$

91,020

 

(7.4

)%

$

252,105

 

$

281,569

 

(10.5

)%

Federal funds sold

 

 

226

 

(100.0

)

 

907

 

(100.0

)

Investment securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxable

 

40,937

 

45,996

 

(11.0

)

145,074

 

138,246

 

4.9

 

Tax-exempt

 

1,375

 

846

 

62.5

 

3,454

 

2,680

 

28.9

 

Other interest income

 

129

 

106

 

21.7

 

465

 

383

 

21.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total interest income

 

126,704

 

138,194

 

(8.3

)

401,098

 

423,785

 

(5.4

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

Savings deposits

 

2,563

 

6,807

 

(62.3

)

8,182

 

22,609

 

(63.8

)

Time deposits

 

14,757

 

24,093

 

(38.7

)

48,650

 

85,360

 

(43.0

)

Securities sold under repurchase agreements

 

11,110

 

12,486

 

(11.0

)

33,622

 

38,612

 

(12.9

)

Other borrowings

 

732

 

7,133

 

(89.7

)

9,041

 

24,546

 

(63.2

)

Junior subordinated interest deferrable debentures

 

3,095

 

3,461

 

(10.6

)

9,483

 

10,586

 

(10.4

)

Other interest expense

 

 

96

 

(100.0

)

 

184

 

(100.0

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total interest expense

 

32,257

 

54,076

 

(40.3

)

108,978

 

181,897

 

(40.1

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

$

94,447

 

$

84,118

 

12.3

%

$

292,120

 

$

241,888

 

20.8

%

 

Net interest income is the spread between income on interest earning assets, such as loans and securities, and the interest expense on liabilities used to fund those assets, such as deposits, repurchase agreements and funds borrowed.  Net interest income is the Company’s largest source of revenue and increased substantially because of the reduction in the Federal Reserve prime interest rate.  The Federal Reserve Board influences the general market rates of interest, including the deposit and loan rates offered by many financial institutions.  The Company’s loan portfolio is significantly affected by changes in the prime interest rate.  The prime interest rate, which is the rate that loan rates are indexed from, ended 2007 at 7.25%.  During 2008, the prime interest rate decreased 400 basis points to end the year at 3.25% where it has remained as of September 30, 2009.  The Company’s goal is to manage the net interest income in periods of rising and falling rates.  Net interest income increased 20.8% for the first nine months of 2009 as compared to the same period in 2008 because of the lower cost of funding incurred by the Company.

 

As part of its strategy to manage interest rate risk, the Company strives to manage both assets and liabilities so that interest sensitivities match. One method of calculating interest rate sensitivity is through gap analysis.  A gap is the difference between the amount of interest rate sensitive assets and interest rate sensitive liabilities that re-price or mature in a given time period.  Positive gaps occur when interest rate sensitive assets exceed interest rate sensitive liabilities, and negative gaps occur when interest rate sensitive liabilities exceed interest rate sensitive assets.  A positive gap position in a period of rising interest rates should have a positive effect on net interest income as assets will re-price faster than liabilities.  Conversely, net interest income should contract somewhat in a period of falling interest rates.  Management can quickly change the Company’s interest rate position at any given point in time as market conditions dictate.  Additionally, interest rate changes do not affect all categories of assets and liabilities equally or at the same time.  Analytical techniques employed by the Company to supplement gap analysis include simulation analysis to quantify interest rate risk exposure.  The gap analysis prepared by management is reviewed by the Investment Committee of the Company twice a year (see table on page 29 for the September 30, 2009 gap analysis).  Management currently believes that the Company is properly positioned for interest rate changes; however if management determines at any time that the Company is not properly positioned, it will strive to adjust the interest rate sensitive assets and liabilities in order to manage the effect of interest rate changes.

 

24



 

Non-Interest Income

 

 

 

Three Months Ended
September 30,

 

Percent
Increase
(Decrease)

 

Nine Months Ended
September 30,

 

Percent
Increase
(Decrease)

 

 

 

(in Thousands)

 

 

 

(in Thousands)

 

 

 

 

 

2009

 

2008

 

 

 

2009

 

2008

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service charges on deposit accounts

 

$

25,425

 

$

25,354

 

.3

%

$

73,753

 

$

74,596

 

(1.1

)%

Other service charges, commissions and fees

 

 

 

 

 

 

 

 

 

 

 

 

 

Banking

 

10,513

 

10,437

 

.7

 

31,781

 

30,599

 

3.9

 

Non-banking

 

5,485

 

2,267

 

141.9

 

9,203

 

5,412

 

70.0

 

Investment securities transactions, net

 

174

 

 

100.0

 

11,880

 

6,410

 

85.3

 

Other investments, net

 

3,374

 

5,785

 

(41.7

)

10,609

 

13,895

 

(23.6

)

Other income

 

5,904

 

6,980

 

(15.4

)

11,853

 

17,222

 

(31.2

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total non-interest income

 

$

50,875

 

$

50,823

 

.1

%

$

149,079

 

$

148,134

 

.6

%

 

The increase in investment securities transactions for the nine months ended September 30, 2009 can be attributed to the sale of investment securities.  Non-banking service charges, commissions and fees for the three and nine-months ended September 30, 2009 was positively impacted by the results of a wholly owned insurance subsidiary of the Company’s lead bank.  Other income for the nine months ended September 30, 2008 was positively impacted by the sale of a portion of the Company’s majority interest of its investment services unit, totaling $2.0 million, before tax.  In connection with the sale, the Company recorded a charge, included in other expense of $841,000, before tax, to dispose of goodwill acquired as part of its initial investment in the unit.

 

Non-Interest Expense

 

 

 

Three Months Ended
September 30,

 

Percent
Increase
(Decrease)

 

Nine Months Ended
September 30,

 

Percent
Increase
(Decrease)

 

 

 

(in Thousands)

 

 

 

(in Thousands)

 

 

 

 

 

2009

 

2008

 

 

 

2009

 

2008

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Employee compensation and benefits

 

$

35,316

 

$

32,854

 

7.5

%

$

99,796

 

$

95,314

 

4.7

%

Occupancy

 

8,723

 

9,955

 

(12.4

)

25,899

 

27,053

 

(4.3

)

Depreciation of bank premises and equipment

 

8,965

 

9,481

 

(5.4

)

26,979

 

27,119

 

(.5

)

Professional fees

 

4,958

 

2,557

 

93.9

 

16,735

 

8,442

 

98.2

 

Stationery and supplies

 

1,109

 

1,540

 

(28.0

)

2,925

 

4,134

 

(29.2

)

Amortization of identified intangible assets

 

1,320

 

1,299

 

1.6

 

3,950

 

3,897

 

1.4

 

Advertising

 

2,647

 

3,667

 

(27.8

)

7,887

 

10,329

 

(23.6

)

Other

 

15,708

 

15,238

 

3.1

 

49,982

 

47,682

 

4.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total non-interest expense

 

$

78,746

 

$

76,591

 

2.8

%

$

234,153

 

$

223,970

 

4.5

%

 

Non-interest expense was affected by the aggressive de novo branching activity that has added 16 new branches in 2009 and 18 branches in 2008.  As a result of the branch expansion, employee compensation increased due to staffing of these branches. Professional fee expense for the nine months ended September 30, 2009 was negatively impacted by the FDIC special assessment.  In May 2009, the FDIC issued a final rule which levied a special assessment on all insured depository institutions totaling five basis points of each institution’s total assets less Tier 1 capital as of June 30, 2009 that was collected on September 30, 2009.  The special assessment is part of the FDIC’s efforts to re-build the Deposit Insurance Fund (“DIF”).  The Company accrued $5.1 million related to the special assessment.  The FDIC has proposed that financial institutions prepay their quarterly assessments for the next three years in an effort to shore up the DIF.  The proposal would require banks to prepay their quarterly risk-based assessments for the fourth quarter of 2009, and all of 2010, 2011 and 2012

 

25



 

on December 30, 2009.

 

26



 

Financial Condition

 

Allowance for Probable Loan Losses

 

The allowance for probable loan losses increased 23.0% to $90,322,000 at September 30, 2009 from $73,461,000 at December 31, 2008.  The provision for probable loan losses charged to expense increased 258.0% to $45,429,000 for the nine months ended September 30, 2009 from $12,690,000 for the same period in 2008.  The allowance for probable loan losses was 1.6% of total loans at September 30, 2009 and 1.3% at December 31, 2008, respectively.  The increase in the provision was prompted by the analysis of management regarding the general weakness in the economy and the impact of that weakness on the Company’s loan portfolio and the related allowance for probable loan losses.  The increase is not necessarily an indicator that more credits will worsen to the point that the Company will have to continue to record provisions for probable loan losses at the same level in future periods.

 

Investment Securities

 

Mortgage-backed securities are securities primarily issued by the Federal Home Loan Mortgage Corporation (“Freddie Mac”), Federal National Mortgage Association (“Fannie Mae”), and the Government National Mortgage Association (“Ginnie Mae”).  Investments in mortgage-backed securities issued by Ginnie Mae are fully guaranteed by the U.S. Government.  Investments in mortgage-backed securities issued by Freddie Mac and Fannie Mae are not fully guaranteed by the U.S. Government, but carry an implied AAA rating with limited credit risk, particularly given the placement of Fannie Mae and Freddie Mac into conservatorship by the federal government in early September 2008.

 

Loans

 

Loans decreased 2.2% to $5,742,356,000 at September 30, 2009, from $5,872,833,000 at December 31, 2008.  The decrease in loans can be attributed to the lack of demand for loans that the Company is experiencing as the result of the negative economic conditions.

 

Deposits

 

Deposits increased by an insignificant amount to $6,912,232,000 at September 30, 2009, from $6,858,784,000 at December 31, 2008.  The slight increase in deposits is the result of the increased demand for deposits and the aggregate pricing that is occurring in the market for deposits.  Even though the Company increased its deposits, the Company is still experiencing a substantial amount of demand for deposits at higher than market rates.  As a result, the Company has attempted to maintain certain deposit relationships but has allowed certain deposits to leave as the result of aggressive pricing.

 

Foreign Operations

 

On September 30, 2009, the Company had $11,685,584,000 of consolidated assets, of which approximately $270,263,000, or 2.3%, was related to loans outstanding to borrowers domiciled in foreign countries, compared to $328,948,000, or 2.6%, at December 31, 2008.  Of the $270,263,000, 79.2% is directly or indirectly secured by U.S. assets, certificates of deposits and real estate; 20.2% is secured by foreign real estate; and 0.6% is unsecured.

 

Critical Accounting Policies

 

The Company has established various accounting policies which govern the application of accounting principles in the preparation of the Company’s consolidated financial statements.  The significant accounting policies are described in the notes to the consolidated financial statements.  Certain accounting policies involve significant subjective judgments and assumptions by management which have a material impact on the carrying value of certain assets and liabilities; management considers such accounting policies to be critical accounting policies.

 

27



 

The Company considers its Allowance for Probable Loan Losses as a policy critical to the sound operations of the bank subsidiaries.  The allowance for probable loan losses consists of the aggregate loan loss allowances of the bank subsidiaries.  The allowances are established through charges to operations in the form of provisions for probable loan losses.  Loan losses or recoveries are charged or credited directly to the allowances.  The allowance for probable loan losses of each bank subsidiary is maintained at a level considered appropriate by management, based on estimated probable losses in the loan portfolio.  The allowance is derived from the following elements:  (i) allowances established on specific loans and (ii) allowances based on historical loss experience on the Company’s remaining loan portfolio, which includes general economic conditions and other qualitative risk factors both internal and external to the Company.  See also discussion regarding the allowance for probable loan losses and provision for probable loan losses included in the results of operations and “Provision and Allowance for Probable Loan Losses” included in Notes 1 and 5 of the notes to Consolidated Financial Statements in the Company’s latest Annual Report on Form 10-K for further information regarding the Company’s provision and allowance for probable loan losses policy.

 

Liquidity and Capital Resources

 

The maintenance of adequate liquidity provides the Company’s bank subsidiaries with the ability to meet potential depositor withdrawals, provide for customer credit needs, maintain adequate statutory reserve levels and take full advantage of high-yield investment opportunities as they arise.  Liquidity is afforded by access to financial markets and by holding appropriate amounts of liquid assets.  The Company’s bank subsidiaries derive their liquidity largely from deposits of individuals and business entities.  Deposits from persons and entities domiciled in Mexico comprise a stable portion of the deposit base of the Company’s bank subsidiaries. Other important funding sources for the Company’s bank subsidiaries during 2009 and 2008 were borrowings from FHLB, securities sold under repurchase agreements and large certificates of deposit, requiring management to closely monitor its asset/liability mix in terms of both rate sensitivity and maturity distribution.  Primary liquidity of the Company and its subsidiaries has been maintained by means of increased investment in shorter-term securities, certificates of deposit and repurchase agreements.  As in the past, the Company will continue to monitor the volatility and cost of funds in an attempt to match maturities of rate-sensitive assets and liabilities and respond accordingly to anticipated fluctuations in interest rates over reasonable periods of time.

 

The Company maintains an adequate level of capital as a margin of safety for its depositors and shareholders.  At September 30, 2009, shareholders’ equity was $1,378,348,000 compared to $1,257,297,000 at December 31, 2008, an increase of $121,051,000, or 9.6%.  The increase is primarily due to the retention of earnings and an increase in comprehensive income, offset by dividends paid to the preferred and common shareholders.

 

The Company had a leverage ratio of 11.22% and 9.97%, risk-weighted Tier 1 capital ratio of 17.19% and 15.30% and risk-weighted total capital ratio of 18.44% and 16.35% at September 30, 2009 and December 31, 2008, respectively.  The identified intangibles and goodwill of $305,966,000 as of September 30, 2009, recorded in connection with the Company’s acquisitions, are deducted from the sum of core capital elements when determining the capital ratios of the Company.

 

As in the past, the Company will continue to monitor the volatility and cost of funds in an attempt to match maturities of rate-sensitive assets and liabilities, and respond accordingly to anticipate fluctuations in interest rates by adjusting the balance between sources and uses of funds as deemed appropriate.  The net-interest rate sensitivity as of September 30, 2009 is illustrated in the table on the following page.  This information reflects the balances of assets and liabilities for which rates are subject to change.  A mix of assets and liabilities that are roughly equal in volume and re-pricing characteristics represents a matched interest rate sensitivity position.  Any excess of assets or liabilities results in an interest rate sensitivity gap.

 

The Company undertakes an interest rate sensitivity analysis to monitor the potential risk on future earnings resulting from the impact of possible future changes in interest rates on currently existing net asset or net liability positions.  However, this type of analysis is as of a point-in-time position, when in fact that position can quickly change as market conditions, customer needs, and management strategies change. Thus, interest rate changes do not affect all categories of asset and liabilities equally or at the same time.  As indicated in the table, the Company is liability sensitive during the early time periods and asset sensitive in the longer periods.  The Company’s Asset and Liability Committee semi-annually reviews the consolidated position along with simulation and duration models, and makes adjustments as needed to control the Company’s interest rate risk position.  The Company uses modeling of future events as a primary tool for monitoring interest rate risk.

 

28



 

Interest Rate Sensitivity

(Dollars in Thousands)

 

 

 

Rate/Maturity

 

September 30, 2009

 

3 Months
or Less

 

Over 3 Months
to 1 Year

 

Over 1
Year to 5
Years

 

Over 5
Years

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

Rate sensitive assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Time deposits with banks

 

$

 

$

 

$

 

$

 

$

 

Investment securities

 

667,777

 

1,622,401

 

2,218,181

 

 

4,508,359

 

Loans, net of non-accruals

 

4,334,934

 

229,184

 

365,391

 

701,717

 

5,631,226

 

 

 

 

 

 

 

 

 

 

 

 

 

Total earning assets

 

$

5,002,711

 

$

1,851,585

 

$

2,583,572

 

$

701,717

 

$

10,139,585

 

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative earning assets

 

$

5,002,711

 

$

6,854,296

 

$

9,437,868

 

$

10,139,585

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rate sensitive liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Time deposits

 

$

1,459,128

 

$

1,555,629

 

$

318,639

 

$

289

 

$

3,333,685

 

Other interest bearing deposits

 

2,130,067

 

 

 

 

2,130,067

 

Securities sold under repurchase agreements

 

430,790

 

68,106

 

1,334

 

1,000,000

 

1,500,230

 

Other borrowed funds

 

1,128,575

 

 

 

 

1,128,575

 

Junior subordinated deferrable interest debentures

 

61,858

 

 

128,868

 

10,348

 

201,074

 

 

 

 

 

 

 

 

 

 

 

 

 

Total interest bearing liabilities

 

$

5,210,418

 

$

1,623,735

 

$

448,841

 

$

1,010,637

 

$

8,293,631

 

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative sensitive liabilities

 

$

5,210,418

 

$

6,834,153

 

$

7,282,994

 

$

8,293,631

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Repricing gap

 

$

(207,707

)

$

227,850

 

$

2,134,731

 

$

(308,920

)

$

1,845,954

 

Cumulative repricing gap

 

(207,707

)

20,143

 

2,154,874

 

1,845,954

 

 

 

Ratio of interest-sensitive assets to liabilities

 

.96

 

1.14

 

5.76

 

.69

 

1.22

 

Ratio of cumulative, interest-sensitive assets to liabilities

 

.96

 

1.00

 

1.30

 

1.22

 

 

 

 

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

 

During the first nine months of 2009, there were no material changes in market risk exposures that affected the quantitative and qualitative disclosures regarding market risk presented under the caption “Liquidity and Capital Resources” located on pages 18 through 22 of the Company’s 2008 Annual Report as filed as an exhibit to the Company’s Form 10-K for the year ended December 31, 2008.

 

29



 

Item 4.  Controls and Procedures

 

Disclosure Controls and Procedures

 

The Company maintains disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within specified time periods.  As of the end of the period covered by this Quarterly Report on Form 10-Q, the Company’s principal executive officer and principal financial officer evaluated, with the participation of the Company’s management, the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act rules 13a-15(e) and 15d-15(e)).  Based on the evaluation, which disclosed no material weaknesses, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report.

 

Internal Control Over Financial Reporting

 

There were no changes in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

 

PART II - OTHER INFORMATION

 

Item 1.  Legal Proceedings

 

The Company is involved in various legal proceedings that are in various stages of litigation.  Some of these actions allege “lender liability” claims on a variety of theories and claim substantial actual and punitive damages.  The Company has determined, based on discussions with its counsel that any material loss in such actions, individually or in the aggregate, is remote or the damages sought, even if fully recovered, would not be considered material to the consolidated financial position or results of operations of the Company.  However, many of these matters are in various stages of proceedings and further developments could cause management to revise its assessment of these matters.

 

The Company’s lead bank subsidiary has invested in partnerships, which have entered into several lease-financing transactions. The Internal Revenue Service issued a Notice of Final Partnership Administrative Adjustments (“FPAA”) on two of the partnerships.  In both partnerships, the lead bank subsidiary was the owner of a ninety-nine percent (99%) limited partnership interest. In connection with the two partnerships through the first quarter of 2006, the Company expensed approximately $25.7 million, which amount represents the total of the tax adjustments due and the interest due on such adjustments for both FPAAs.  Management will continue to evaluate the correspondence with the IRS on the FPAAs and make any appropriate revisions to the amounts as deemed necessary.

 

1A. Risk Factors

 

There were no material changes in the risk factors as previously disclosed in Item 1A to Part I of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008.

 

30



 

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

 

From time to time, the Company’s Board of Directors has authorized stock repurchase plans.  The Company terminated its stock repurchase program on December 19, 2008, in connection with participating in the TARP Capital Purchase Program, which program prohibited stock repurchases, except for repurchases made in connection with the administration of an employee benefit plan in the ordinary course of business and consistent with past practices.  On April 7, 2009, the Company obtained consent from the Treasury to repurchase shares of the Company’s common stock; provided, however, that in no event with the aggregate amount of cash dividends and common stock repurchases for a given semi-annual period exceed the aggregate amount that would be used to pay the originally permitted semi-annual cash dividend of $.33 per share.  The Company also received consent from the Treasury to pay quarterly dividends.  The Company will determine on an ongoing basis the best use of the funds and whether a more frequent dividend program and expanded repurchase program are warranted and beneficial to its shareholders.   Under the new stock repurchase program, the Company is authorized to repurchase up to $40,000,000 of its common stock within twelve months from the adoption of the repurchase program on April 9, 2009.  Stock repurchases may be made from time to time, on the open market or through private transactions.  During the third quarter, the Company’s Board of Directors adopted a Rule 10b5-1 trading plan and intends to adopt additional Rule 10b5-1 trading plans that will allow the Company to purchase its shares of common stock during certain trading blackout periods when the Company ordinarily would not be in the market due to trading restrictions in its internal trading policy.  Shares repurchased in this program will be held in treasury for reissue for various corporate purposes, including employee stock option plans.  As of October 28, 2009, a total of 6,754,098 shares had been repurchased under all programs at a cost of $219,811,000.  The Company is not obligated to repurchase shares under its stock purchase program or to enter into additional Rule 10b5-1 trading plans.  The timing, actual number and value of shares purchased will depend on many factors, including the Company’s cash flow and the liquidity and price performance of its shares of common stock.

 

Except for repurchases in connection with the administration of an employee benefit plan in the ordinary course of business and consistent with past practices, common stock repurchases are only conducted under publicly announced repurchase programs approved by the Board of Directors.  The following table includes information about common stock share repurchases for the quarter ended September 30, 2009.

               

 

 

Total Number of
Shares Purchased

 

Average Price
Paid Per

Share

 

Shares Purchased as
Part of a Publicly-
Announced
Program

 

Approximate Dollar
Value of Shares
Available for

Repurchase (1)

 

July 1 — July 31, 2009

 

 

 

 

$

35,586,000

 

August 1 — August 31, 2009

 

87,200

 

15.58

 

87,200

 

34,227,000

 

September 1 — September 30, 2009

 

58,605

 

15.03

 

39,161

 

33,946,000

 

 

 

145,805

 

$

15.36

 

126,361

 

 

 

 


(1) The formal stock repurchase program was initiated in 1999 and before it was terminated on December 19, 2008, it had been expanded periodically.  The new repurchase program that was adopted on April 9, 2009 allows for the repurchase of up to $40,000,000 of treasury stock through April 9, 2010.

 

31



 

Item 6.  Exhibits

 

The following exhibits are filed as a part of this Report:

 

31(a) –Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

31(b) –Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

32(a) –Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

32(b) –Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

32



 

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.

 

 

 

INTERNATIONAL BANCSHARES CORPORATION

 

 

 

 

 

 

Date:

November 2, 2009

 

/s/ Dennis E. Nixon

 

 

Dennis E. Nixon

 

 

President

 

 

 

 

 

 

Date:

November 2, 2009

 

/s/ Imelda Navarro

 

 

Imelda Navarro

 

 

Treasurer

 

33