SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
| |X| | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2002
OR
| | | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
BancorpSouth, Inc.
(Exact name of registrant as specified in its charter)
| Mississippi | 64-0659571 |
|---|---|
| (State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
| One Mississippi Plaza, 201 South Spring Street, Tupelo, Mississippi |
38804 |
| (Address of principal executive offices) | (Zip Code) |
(662) 680-2000
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name, former address, and former fiscal year, if changed since last year)
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
As of August 12, 2002, the Registrant had
outstanding 80,218,780 shares of common stock, par value $2.50 per share.
BANCORPSOUTH, INC.
CONTENTS
| PART I. | Financial Information | Page | |
| ITEM 1. | Financial Statements | ||
| Consolidated Condensed Balance Sheets (Unaudited) June 30, 2002 and December 31, 2001 |
3 |
||
| Consolidated Condensed Statements of Income (Unaudited) Three and Six Months Ended June 30, 2002 and 2001 |
4 |
||
| Consolidated Condensed Statements of Cash Flows (Unaudited) Six Months Ended June 30, 2002 and 2001 |
5 |
||
| Notes to Consolidated Condensed Financial Statements (Unaudited) |
6 |
||
| ITEM 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations |
15 | |
| ITEM 3. | Quantitative and Qualitative Disclosures About Market Risk | 27 | |
| PART II. |
Other Information |
|
|
| ITEM 4. | Matters Submitted to a Vote of Security Holders | 27 | |
| ITEM 6. | Exhibits and Reports on Form 8-K | 28 | |
FORWARD-LOOKING STATEMENTS
Certain statements contained in this Report may not be based on historical facts and are forward-looking statements within the meaning of Section 27A of the Securities Act of 1993, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements may be identified by reference to a future period(s) or by the use of forward-looking terminology, such as anticipate, believe, estimate, expect, may, might, will, intend, could and would. These forward-looking statements include, without limitation, those relating to the Companys liquidity, provision and allowance for credit losses, mortgage servicing rights, net interest revenue, acquisition strategy, the use of proceeds from the issuance of the junior subordinated debt securities in connection with the trust preferred offering, critical accounting policies, litigation contingencies, student loans, stock repurchase program, capital resources and off-balance sheet arrangements. We caution you not to place undue reliance on the forward-looking statements contained in this Report, in that actual results could differ materially from those indicated in such forward-looking statements due to a variety of factors. These factors include, but are not limited to, changes in economic conditions, prevailing interest rates and government fiscal and monetary policies, effectiveness of the Companys interest rate hedging strategies, changes in laws and regulations affecting financial institutions, ability of the Company to effectively service loans, ability of the Company to identify and integrate acquisitions and investment opportunities, manage its growth and effectively serve an expanding customer and market base, changes in the Companys operating or expansion strategy, geographic concentrations of assets, availability of and costs associated with obtaining adequate and timely sources of liquidity, dependence on existing sources of funding, competition from other financial services companies, market conditions as they affect the ability of the Company to repurchase shares of its common stock, potential uses of authorized but unissued shares of the Companys common stock, possible adverse rulings, judgments, settlements and other outcomes of pending litigation and other risks detailed from time to time in the Companys press releases and filings with the Securities and Exchange Commission. We undertake no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date of this Report.
| PART I FINANCIAL INFORMATION Item 1. Financial Statements |
|||
BANCORPSOUTH, INC. Consolidated Condensed Balance Sheets (Unaudited) |
|||
June 30, 2002 |
December 31, 2001 |
||
| (In thousands) | |||
| ASSETS | |||
| Cash and due from banks | $303,599 | $341,513 | |
| Interest bearing deposits with other banks | 12,108 | 18,030 | |
| Held-to-maturity securities, at amortized cost | 1,223,435 | 1,110,463 | |
| Available-for-sale securities, at fair value | 1,115,762 | 1,083,191 | |
| Federal funds sold and securities purchased under agreement to resell |
518,727 | 343,511 | |
| Loans | 6,392,876 | 6,127,045 | |
| Less: Unearned discount | 48,657 | 53,845 | |
| Allowance for credit losses | 86,276 |
83,150 |
|
| Net loans | 6,257,943 | 5,990,050 | |
| Mortgages held for sale | 43,723 | 65,537 | |
| Premises and equipment, net | 211,451 | 211,576 | |
| Other assets | 236,777 |
231,558 |
|
| TOTAL ASSETS | $9,923,525 |
$9,395,429 |
|
| LIABILITIES | |||
| Deposits: | |||
| Demand: Non-interest bearing | $1,096,257 | $1,108,499 | |
| Interest bearing | 2,306,227 | 2,158,698 | |
| Savings | 851,714 | 910,682 | |
| Time | 4,001,361 |
3,678,961 |
|
| Total deposits | 8,255,559 | 7,856,840 | |
| Federal funds purchased and securities sold under repurchase agreements |
458,807 | 473,912 | |
| Short-term borrowings | 4,000 | | |
| Long-term debt | 140,357 | 140,939 | |
| Guaranteed preferred beneficial interests in junior subordinated debt securities |
125,000 | | |
| Other liabilities | 109,001 |
118,335 |
|
| TOTAL LIABILITIES | 9,092,724 |
8,590,026 |
|
| SHAREHOLDERS' EQUITY | |||
| Common stock | 202,052 | 203,064 | |
| Capital surplus | 18,115 | 11,457 | |
| Accumulated other comprehensive income | 27,080 | 24,243 | |
| Retained earnings | 583,554 |
566,639 |
|
| TOTAL SHAREHOLDERS' EQUITY | $830,801 |
$805,403 |
|
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $9,923,525 |
$9,395,429 |
|
| See accompanying notes to consolidated condensed financial statements. | |||
BANCORPSOUTH, INC. Consolidated Condensed Statements of Income (Unaudited) |
|||||||
Three months ended June 30, |
Six months ended June 30, |
||||||
| 2002 |
2001 |
2002 |
2001 |
||||
| (In thousands, except for per share amounts) | |||||||
| INTEREST REVENUE: | |||||||
| Loans | $114,393 | $130,898 | $228,278 | $267,022 | |||
| Deposits with other banks | 76 | 143 | 131 | 320 | |||
| Federal funds sold and securities purchased under agreement to resell |
3,351 | 6,866 | 6,658 | 12,467 | |||
| Held-to-maturity securities: | |||||||
| Taxable | 13,643 | 13,963 | 27,581 | 27,176 | |||
| Tax-exempt | 2,450 | 2,667 | 4,941 | 5,505 | |||
| Available-for-sale securities: | |||||||
| Taxable | 13,417 | 12,059 | 27,673 | 25,665 | |||
| Tax-exempt | 2,154 | 2,184 | 4,311 | 4,154 | |||
| Mortgages held for sale | 751 |
896 |
1,663 |
1,509 |
|||
| Total interest revenue | 150,235 |
169,676 |
301,236 |
343,818 |
|||
| INTEREST EXPENSE: | |||||||
| Deposits | 46,834 | 80,763 | 96,736 | 164,707 | |||
| Federal funds purchased and securities sold under agreement to repurchase |
3,209 | 5,800 | 6,530 | 12,113 | |||
| Other | 4,700 |
2,189 |
8,596 |
4,474 |
|||
| Total interest expense | 54,743 |
88,752 |
111,862 |
181,294 |
|||
| Net interest revenue | 95,492 | 80,924 | 189,374 | 162,524 | |||
| Provision for credit losses | 7,215 |
4,769 |
13,975 |
8,866 |
|||
| Net interest revenue, after provision for | |||||||
| credit losses | 88,277 |
76,155 |
175,399 |
153,658 |
|||
| OTHER REVENUE: | |||||||
| Mortgage lending | 900 | 7,068 | 6,454 | 5,735 | |||
| Trust income | 1,644 | 1,610 | 3,561 | 3,294 | |||
| Service charges | 12,595 | 10,906 | 22,805 | 21,248 | |||
| Life insurance income | 1,091 | 1,127 | 2,218 | 2,222 | |||
| Security gains, net | 2,888 | 74 | 2,863 | 2,958 | |||
| Insurance commissions | 5,887 | 5,405 | 11,554 | 10,013 | |||
| Other | 6,404 |
5,801 |
15,430 |
14,470 |
|||
| Total other revenue | 31,409 |
31,991 |
64,885 |
59,940 |
|||
| OTHER EXPENSE: | |||||||
| Salaries and employee benefits | 40,226 | 38,425 | 82,817 | 77,146 | |||
| Net occupancy expense | 5,422 | 5,005 | 10,676 | 10,134 | |||
| Equipment expense | 6,264 | 6,943 | 12,799 | 13,975 | |||
| Telecommunications | 2,032 | 2,123 | 3,957 | 4,305 | |||
| Other | 20,630 |
20,750 |
41,497 |
40,518 |
|||
| Total other expense | 74,574 |
73,246 |
151,746 |
146,078 |
|||
| Income before income taxes | 45,112 | 34,900 | 88,538 | 67,520 | |||
| Income tax expense | 14,185 |
11,654 |
28,214 |
21,955 |
|||
| Net income | $30,927 |
$23,246 |
$60,324 |
$45,565 |
|||
| Earnings per share: Basic | $0.38 |
$0.28 |
$0.74 |
$0.55 |
|||
| Diluted | $0.38 |
$0.28 |
$0.74 |
$0.54 |
|||
| Dividends declared per common share | $0.15 |
$0.14 |
$0.30 |
$0.28 |
|||
| See accompanying notes to consolidated condensed financial statements. | |||||||
| BANCORPSOUTH, INC. Consolidated Condensed Statements of Cash Flows (Unaudited) |
|||
Six Months Ended June 30, |
|||
| 2002 |
2001 |
||
| (In thousands) | |||
| Net cash provided by operating activities | $112,760 |
$42,706 |
|
| Investing activities: | |||
| Proceeds from calls and maturities of held-to-maturity securities |
227,159 | 317,643 | |
| Proceeds from calls and maturities of available-for-sale securities |
602,224 | 158,771 | |
| Proceeds from sales of held-to-maturity securities |
5,278 | 25,003 | |
| Proceeds from sales of available-for-sale securities |
582,661 | 144,583 | |
| Purchases of held-to-maturity securities | (345,244) | (461,289) | |
| Purchases of available-for-sale securities | (1,206,206) | (139,882) | |
| Net increase in short-term investments | (175,216) | (372,206) | |
| Net (increase) decrease in loans | (374,982) | 28,868 | |
| Proceeds from sale of student loans | 89,782 | 83,248 | |
| Purchases of premises and equipment | (15,988) | (23,096) | |
| Proceeds from sale of premises and equipment | 5,530 | 3,238 | |
| Other, net | 12,275 |
(8,319) |
|
| Net cash used by investing activities | (592,727) |
(243,438) |
|
Financing activities: |
|||
| Net increase in deposits | 398,719 | 251,722 | |
| Net decrease in short-term borrowings and other liabilities |
(20,535) | (3,411) | |
| Repayment of long-term debt | (14,082) | (10,546) | |
| Issuance of junior subordinated debt, net | 121,063 | | |
| Common stock repurchased | (29,143) | (21,502) | |
| Payment of cash dividends | (24,382) | (23,546) | |
| Exercise of stock options | 4,491 |
805 |
|
| Net cash provided by financing activities | 436,131 |
193,522 |
|
Decrease in cash and cash equivalents |
(43,836) |
(7,210) |
|
| Cash and cash equivalents at beginning of period |
359,543 |
326,575 |
|
| Cash and cash equivalents at end of period | $315,707 |
$319,365 |
|
| See accompanying notes to consolidated condensed financial statements. | |||
BANCORPSOUTH, INC.
Notes to Consolidated Condensed Financial Statements
(Unaudited)
NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION
AND
PRINCIPALS OF CONSOLIDATION
The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with the accounting policies in effect as of December 31, 2001, as set forth in the annual consolidated financial statements of BancorpSouth, Inc. (the Company), as of such date, except that the Company adopted Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets, and SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, as of January 1, 2002 (See Notes 7 and 8). In the opinion of management, all adjustments necessary for a fair presentation of the consolidated condensed financial statements have been included and all such adjustments were of a normal recurring nature. The results of operations for the three and six month periods ended June 30, 2002 are not necessarily indicative of the results to be expected for the full year.
The consolidated condensed financial statements include the accounts of the Company and its wholly-owned subsidiary, BancorpSouth Bank (the Bank), and the Banks wholly-owned subsidiaries, Century Credit Life Insurance Company, Personal Finance Corporation, BancorpSouth Mortgage Company, BancorpSouth Insurance Services, Inc., BancorpSouth Insurance Services of Alabama, Inc. and BancorpSouth Investment Services, Inc. BancorpSouth Capital Trust I (the Trust), a business trust, is treated as a subsidiary of the Company for financial reporting purposes (See Note 6).
NOTE 2 - LOANS
The composition of the loan portfolio by collateral type is detailed below:
| June 30, |
December 31, | ||||
| 2002 |
2001 |
2001 |
|||
| (In thousands) | |||||
| Commercial and agricultural | $741,028 | $558,209 | $691,463 | ||
| Consumer and installment | 722,697 | 888,028 | 865,188 | ||
| Real estate mortgage: | |||||
| 1-4 Family | 2,227,626 | 2,399,744 | 1,661,871 | ||
| Other | 2,376,497 | 1,825,340 | 2,586,596 | ||
| Lease financing | 299,343 | 334,972 | 291,116 | ||
| Other | 25,685 |
28,473 |
30,811 |
||
| Total | $6,392,876 |
$6,034,766 |
$6,127,045 |
||
The following table presents information concerning non-accrual, past due and restructured loans:
| June 30, | December 31, | ||
| 2002 |
2001 |
||
| (In thousands) | |||
| Non-accrual loans | $13,202 | $10,825 | |
| Accruing loans 90 days or more past due | 28,755 | 33,012 | |
| Restructured loans | 22 |
40 |
|
| Total | $41,979 |
$43,877 |
|
NOTE 3 - ALLOWANCE FOR CREDIT LOSSES
The following schedule summarizes changes in the allowance for credit losses for the periods indicated:
| Six month periods ended June 30, |
Year ended December 31, |
||||
| 2002 |
2001 |
2001 |
|||
| (In thousands) | |||||
| Balance at beginning of period | $83,150 | $81,730 | $81,730 | ||
| Provision charged to expense | 13,975 | 8,866 | 22,259 | ||
| Recoveries | 1,792 | 2,318 | 4,050 | ||
| Loans charged off | (13,870) | (12,085) | (24,889) | ||
| Acquisitions | 1,229 |
|
|
||
| Balance at end of period | $86,276 |
$80,829 |
$83,150 |
||
NOTE 4 - PER SHARE DATA
The computation of basic earnings per share is based on the weighted average number of common shares outstanding. The computation of diluted earnings per share is based on the weighted average number of common shares outstanding plus the shares resulting from the assumed exercise of all outstanding stock options using the treasury stock method.
The following table provides a reconciliation of the numerators and denominators of the basic and diluted earnings per share computations for the periods shown:
| Three months ended June 30, |
|||||||||||
| 2002 |
2001 |
||||||||||
| Income (Numerator) |
Shares (Denominator) |
Per Share Amount |
Income (Numerator) |
Shares (Denominator) |
Per Share Amount |
||||||
| Basic EPS | (In thousands, except per share amounts) | ||||||||||
| Income available to | |||||||||||
| common shareholders | $30,927 | 80,858 | $0.38 |
$23,246 | 83,215 | $0.28 |
|||||
| Effect of dilutive stock | |||||||||||
| options | |
641 |
|
443 |
|||||||
| Diluted EPS | |||||||||||
| Income available to common shareholders |
|||||||||||
| plus assumed exercise | $30,927 |
81,499 |
$0.38 |
$23,246 |
83,658 |
$0.28 |
|||||
| Six months ended June 30, |
|||||||||||
| 2002 |
2001 |
||||||||||
| Income (Numerator) |
Shares (Denominator) |
Per Share Amount |
Income (Numerator) |
Shares (Denominator) |
Per Share Amount |
||||||
| Basic EPS | (In thousands, except per share amounts) | ||||||||||
| Income available to | |||||||||||
| common shareholders | $60,324 | 80,983 | $0.74 |
$45,565 | 83,512 | $0.55 |
|||||
| Effect of dilutive stock | |||||||||||
| options | |
607 |
|
425 |
|||||||
| Diluted EPS | |||||||||||
| Income available to common shareholders |
|||||||||||
| plus assumed exercise | $60,324 |
81,590 |
$0.74 |
$45,565 |
83,937 |
$0.54 |
|||||
NOTE 5 - COMPREHENSIVE INCOME
The following table presents the components of other comprehensive income and the related tax effects allocated to each component for the periods indicated:
| Three months ended June 30, |
|||||||||||
| 2002 |
2001 |
||||||||||
| Before tax amount |
Tax (expense) benefit |
Net of tax amount |
Before tax amount |
Tax (expense) benefit |
Net of tax amount |
||||||
| Unrealized (losses) gains on securities: | (In thousands) | ||||||||||
| Unrealized (losses) gains arising during holding period |
($29,301) | $11,207 | ($18,094) | $476 | ($182) | $294 | |||||
| Less: Reclassification adjustment | |||||||||||
| for net (gains) losses realized in net income | (2,671) |
1,022 |
(1,649) |
142 |
(54) |
88 |
|||||
| Other comprehensive income (loss) | ($31,972) |
$12,229 |
($19,743) | $618 |
($236) |
$382 | |||||
| Net income | 30,927 |
23,246 |
|||||||||
| Comprehensive income | $11,184 |
$23,628 |
|||||||||
| Six months ended June 30, |
|||||||||||
| 2002 |
2001 |
||||||||||
| Before tax amount |
Tax (expense) benefit |
Net of tax amount |
Before tax amount |
Tax (expense) benefit |
Net of tax amount |
||||||
| Unrealized (losses) gains on securities: | (In thousands) | ||||||||||
| Unrealized (losses) gains arising during holding period |
($15,572) | $5,956 | ($9,616) | ($9,478) | $3,625 | ($5,853) | |||||
| Less: Reclassification adjustment | |||||||||||
| for net (gains) losses realized in net income | (2,711) |
1,037 |
(1,674) |
(2,421) |
926 |
(1,495) |
|||||
| Other comprehensive income (loss) | ($18,283) |
$6,993 |
($11,290) | ($11,899) |
$4,551 |
($7,348) | |||||
| Net income | 60,324 |
45,565 |
|||||||||
| Comprehensive income | $49,034 |
$38,217 |
|||||||||
On January 28, 2002, BancorpSouth Capital Trust I (the Trust), a Delaware business trust which is treated as a subsidiary of the Company for financial reporting purposes, issued 5,000,000 shares of 8.15% trust preferred securities, $25 liquidation amount per share, due January 28, 2032 and redeemable at the option of the Company after January 28, 2007. Payment of distributions on the trust preferred securities is guaranteed by the Company, but only to the extent the Trust has funds legally and immediately available to make such distributions. The Trust invested the proceeds from the issuance of the trust preferred securities in the 8.15% junior subordinated debt securities issued by the Company, which will mature on January 28, 2032. The net proceeds to the Company from the issuance of its junior subordinated debt securities to the Trust in the amount of $121,062,500 will be used for general corporate purposes, including repurchase of shares of its outstanding common stock, investments at the holding company level, extensions of credit to its subsidiaries and possible acquisitions.
NOTE 7 - GOODWILL AND OTHER INTANGIBLE ASSETS
The changes in the carrying amount of goodwill for the six months ended June 30, 2002 were as follows:
Community Banking |
General Corporate and Other |
Total |
|||
| (In thousands) | |||||
| Balance as of January 1, 2002 | $27,495 | $39 | $27,534 | ||
| Goodwill reclassed as other identifiable intangible | (3,177) | | (3,177) | ||
| Goodwill acquired during the period | 8,447 | | 8,447 | ||
| Impairment losses | |
|
|
||
| Balance as of June 30, 2002 | $32,765 |
$39 |
$32,804 |
||
The changes in the carrying amount of goodwill for the year ended December 31, 2001 were as follows:
Community Banking |
General Corporate and Other |
Total |
|||
| (In thousands) | |||||
| Balance as of January 1, 2001 | $30,376 | $39 | $30,415 | ||
| Amortization of goodwill | (3,013) | | (3,013) | ||
| Adjustment to goodwill acquired during year | 132 | | 132 | ||
| Impairment losses | |
|
|
||
| Balance as of December 31, 2001 | $27,495 |
$39 |
$27,534 |
||
The following table presents information regarding the components of the Company's identifiable intangible assets for the periods indicated:
| Six months ended June 30, 2002 |
Year ended December 31, 2001 |
||||||||
| Gross Carrying Amount |
|
Accumulated Amortization |
Gross Carrying Amount |
|
Accumulated Amortization |
||||
| Amortized intangible assets: | (In thousands) | ||||||||
| Core deposit intangibles | $11,317 | $3,393 | $9,299 | $2,689 | |||||
| Customer lists | 4,865 | 461 | 4,904 | 321 | |||||
| Mortgage servicing rights | 69,492 | 24,245 | 64,158 | 20,532 | |||||
| |
|
||||||||
| Three-months ended June 30, |
Six-months ended June 30, |
||||||||
| 2002 |
|
2001 |
2002 |
|
2001 | ||||
| Aggregate amortization expense for: | (In thousands) | ||||||||
| Core deposit intangibles | $398 | $113 | $704 | $226 | |||||
| Customer lists | 70 | 69 | 140 | 139 | |||||
| Mortgage servicing rights | 2,079 | 1,520 | 3,801 | 2,892 | |||||
| |
|
||||||||
| Core Deposit Intangibles |
Customer Lists |
Mortgage Servicing Rights |
|||||||
| Estimated amortization expense: | (In thousands) | ||||||||
| For year ended 12/31/02 | $1,503 | $288 | $6,200 | ||||||
| For year ended 12/31/03 | 1,464 | 288 | 5,600 | ||||||
| For year ended 12/31/04 | 1,345 | 288 | 5,000 | ||||||
| For year ended 12/31/05 | 1,154 | 288 | 4,500 | ||||||
| For year ended 12/31/06 | 1,011 | 288 | 4,100 | ||||||
The following table provides the transitional disclosures required under SFAS No. 142 for the Companys goodwill and other intangible assets:
| Three months ended June 30, |
Six months ended June 30, |
||||||
| 2002 |
2001 |
2002 |
2001 |
||||
| (In thousands, except per share data) | |||||||
| Reported net income | $30,927 | $23,246 | $60,324 | $45,565 | |||
| Add back: Goodwill amortization | |
779 |
|
1,547 |
|||
| Adjusted net income | $30,927 |
$24,025 |
$60,324 |
$47,112 |
|||
| Basic earnings per share: | |||||||
| Reported net income | $0.38 | $0.28 | $0.74 | $0.55 | |||
| Goodwill amortization | |
0.01 |
|
0.01 |
|||
| Adjusted net income | $0.38 |
$0.29 |
$0.74 |
$0.56 |
|||
| Diluted earnings per share: | |||||||
| Reported net income | $0.38 | $0.28 | $0.74 | $0.54 | |||
| Goodwill amortization | |
0.01 |
|
0.01 |
|||
| Adjusted net income | $0.38 |
$0.29 |
$0.74 |
$0.55 |
|||
NOTE 8 - RECENT PRONOUNCEMENTS
The Company adopted the provisions of SFAS No. 141, Business Combinations, effective July 1, 2001 and the provisions of SFAS No. 142, Goodwill and Other Intangible Assets, effective January 1, 2002. SFAS No. 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001, as well as all purchase method business combinations completed after June 30, 2001. SFAS No. 141 also specifies certain criteria that intangible assets acquired in a purchase method business combination must meet to be recognized and reported apart from goodwill. SFAS No. 142 requires that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead tested for impairment at least annually in accordance with the provisions of SFAS No. 142. SFAS No. 142 also requires that intangible assets with definite useful lives be amortized over their respective estimated useful lives to the estimated residual values, and reviewed for impairment in accordance with SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of.
The Company also adopted the provisions of SFAS No. 144, Accounting for the Impairment of Disposal of Long-Lived Assets, effective January 1, 2002. SFAS No. 144 supersedes both SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of and the accounting and reporting provisions of APB Opinion No. 30, Reporting the Results of OperationsReporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions (Opinion 30), for the disposal of a segment of a business (as previously defined in Opinion 30). SFAS No. 144 retains the fundamental provisions in SFAS No. 121 for recognizing and measuring impairment losses on long-lived assets held for use and long-lived assets to be disposed of by sale, while also resolving significant implementation issues associated with SFAS No. 121. For example, SFAS No. 144 provides guidance on how a long-lived asset that is used as part of a group should be evaluated for impairment, establishes criteria for when a long-lived asset is held for sale and prescribes the accounting for a long-lived asset that will be disposed of other than by sale. SFAS No. 144 retains the basic provisions of Opinion 30 on how to present discontinued operations in the income statement but broadens that presentation to include a component of an entity (rather than a segment of a business). Unlike SFAS No. 121, an impairment assessment under SFAS No. 144 will never result in a write-down of goodwill. Rather, goodwill is evaluated for impairment under SFAS No. 142, Goodwill and Other Intangible Assets. The adoption of SFAS No. 144 has had no material impact on the financial position of the Company.
In July 2002, SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities, was issued. SFAS No. 146 requires that a liability for a cost associated with an exit or disposal activity be recorded when it is incurred and can be measured at fair value. The statement is effect for exit or disposal activities that are initiated after December 31, 2002. The adoption of SFAS No. 146 will have no material impact on the financial position of the Company.
NOTE 9 - BUSINESS COMBINATIONS AND OTHER ACQUISITIONS
On February 28, 2002, the Company completed its merger with Pinnacle Bancshares, Inc. (Pinnacle), a bank holding company with approximately $130 million in assets. Pinnacle is headquartered in Little Rock, Arkansas and provides the Company with two banking locations in Arkansas largest market. The Company issued approximately 555,000 shares of common stock in addition to cash paid to Pinnacle shareholders to consummate the merger. Supplemental pro forma information has not been presented, as this acquisition did not have a material impact on the Companys financial position or results of operations. Beginning March 1, 2002, the results of operations for Pinnacle are included in the income statement of the Company.
On May 3, 2002, the Company issued approximately 45,000 shares of common stock to complete its purchase of certain assets of First Land and Investments, Inc.
NOTE 10 - SEGMENT REPORTING
The Companys principal activity is community banking, which includes providing a full range of deposit products, commercial loans and consumer loans. The General Corporate and Other segment includes leasing, mortgage lending, trust services, credit card activities, insurance services, investment services and other activities not allocated to community banking.
Results of operations and selected financial information by operating segment for the three-month periods ended June 30, 2002 and 2001 are presented below:
| Community Banking |
General Corporate and Other |
Total |
|||
| (In thousands) | |||||
| Three Months Ended June 30, 2002 | |||||
| Results of Operations | |||||
| Net interest revenue | $80,037 | $15,455 | $95,492 | ||
| Provision for credit losses | 6,563 |
652 |
7,215 |
||
| Net interest revenue after provision for credit losses | 73,474 | 14,803 | 88,277 | ||
| Other revenue | 21,586 | 9,823 | 31,409 | ||
| Other expense | 60,068 |
14,506 |
74,574 |
||
| Income before income taxes | 34,992 | 10,120 | 45,112 | ||
| Income taxes | 11,003 |
3,182 |
14,185 |
||
| Net income | $23,989 | $6,938 | $30,927 | ||
| Selected Financial Information | |||||
| Identifiable assets (at end of period) | $9,062,409 | $861,116 | $9,923,525 | ||
| Depreciation & amortization | 6,354 | 447 | 6,801 | ||
Three Months Ended June 30, 2001 |
|||||
| Results of Operations | |||||
| Net interest revenue | $67,137 | $13,787 | $80,924 | ||
| Provision for credit losses | 4,321 |
448 |
4,769 |
||
| Net interest revenue after provision for credit losses | 62,816 | 13,339 | 76,155 | ||
| Other revenue | 16,082 | 15,909 | 31,991 | ||
| Other expense | 58,226 |
15,020 |
73,246 |
||
| Income before income taxes | 20,672 | 14,228 | 34,900 | ||
| Income taxes | 6,903 |
4,751 |
11,654 |
||
| Net income | $13,769 | $9,477 | $23,246 | ||
| Selected Financial Information | |||||
| Identifiable assets (at end of period) | $8,517,948 | $776,197 | $9,294,145 | ||
| Depreciation & amortization | 6,497 | 465 | 6,962 | ||
Results of operations and selected financial information by operating segment for the six-month periods ended June 30, 2002 and 2001 are presented bel