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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

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

 

 

For the quarterly period ended June 30, 2002

 

 

Securities and Exchange Commission File Number: 000-26335

 

 

TEAM FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

 

 

 

KANSAS

 

48-1017164

(State or other jurisdiction
of incorporation or organization)

 

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

 

 

 

8 West Peoria, Suite 200, Paola, Kansas 66071

(Address of principal executive offices) (Zip Code)

 

 

 

 

 

 

Registrant’s telephone, including area code:  (913) 294-9667

 

 

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  ý  No  o

 

 

APPLICABLE ONLY TO CORPORATE ISSUES:

 

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

 

There were 4,176,129 shares of the Registrant’s common stock, no par value, outstanding as of August 9, 2002.

 

 



 

Part I.  Financial Information

 

Item 1.

Financial Statements (Unaudited)

 

 

 

Consolidated Statements of Financial Condition as of June 30, 2002 and December 31, 2001

 

 

 

Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2002 and 2001

 

 

 

Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2002 and 2001

 

 

 

Consolidated Statements of Changes In Stockholders’ Equity for the Six Months Ended June 30, 2002

 

 

 

Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2002 and 2001

 

 

 

Notes to Unaudited Consolidated Financial Statements

 

 

Item 2.

Management’s Discussion And Analysis Of Financial Condition And Results Of Operations

 

 

Item 3.

Quantitative And Qualitative Disclosure About Market Risk

 

 

 

 

Part II. Other Information

 

 

Item 1.

Legal Proceedings

 

 

Item 4.

Submission of Matters To A Vote Of Security Holders

 

 

Item 6.

Exhibits And Reports On Form 8-K

 

 

Signature Page

 

 

Exhibit 99.1

 

 

Exhibit 99.2

 

2



 

Team Financial, Inc. And Subsidiaries

Consolidated Statements of Financial Condition

(In Thousands)

(Unaudited)

 

 

 

June 30,
2002

 

December 31,
2001

 

ASSETS

 

 

 

 

 

Cash and due from banks

 

$

16,091

 

$

19,513

 

Federal funds sold and interest bearing bank deposits

 

12,229

 

19,382

 

Cash and cash equivalents

 

28,320

 

38,895

 

 

 

 

 

 

 

Investment securities

 

 

 

 

 

Available for sale, at fair value (amortized cost of $206,012 and $203,528 at March 31, 2002 and December 31, 2001, respectively)

 

207,718

 

204,651

 

Total investment securities

 

207,718

 

204,651

 

 

 

 

 

 

 

Loans receivable, net of unearned fees

 

327,783

 

357,080

 

Allowance for loan losses

 

(4,416

)

(4,392

)

Net loans receivable

 

323,367

 

352,688

 

 

 

 

 

 

 

Accrued interest receivable

 

4,955

 

5,332

 

Premises and equipment, net

 

11,049

 

11,319

 

Assets acquired through foreclosure

 

1,139

 

1,572

 

Goodwill

 

10,700

 

12,010

 

Intangible assets, net of accumulated amortization

 

5,442

 

5,535

 

Bank owned life insurance policies

 

16,639

 

16,187

 

Other assets

 

2,546

 

2,121

 

 

 

 

 

 

 

Total assets

 

$

611,875

 

$

650,310

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Deposits:

 

 

 

 

 

Checking deposits

 

$

157,894

 

$

163,617

 

Savings deposits

 

32,219

 

36,336

 

Money market deposits

 

51,510

 

51,117

 

Certificates of deposit

 

208,770

 

236,681

 

Total deposits

 

450,393

 

487,751

 

Federal funds purchased and securities sold under agreements to repurchase

 

6,090

 

10,386

 

Federal Home Loan Bank advances

 

73,386

 

74,438

 

Notes payable

 

9,387

 

9,645

 

Company obligated mandatorily redeemable preferred securities of subsidiary trust holding solely subordinated debentures

 

15,525

 

15,525

 

Accrued expenses and other liabilities

 

7,952

 

7,195

 

 

 

 

 

 

 

Total liabilities

 

562,733

 

604,940

 

 

 

 

 

 

 

Stockholders’ Equity:

 

 

 

 

 

Preferred stock, no par value, 10,000,000 shares authorized, no shares issued

 

 

 

Common stock, no par value, 50,000,000 shares authorized; 4,422,210 and 4,414,142 shares issued; 4,176,129 and 4,179,242 shares outstanding at June 30, 2002 and December 31, 2001, respectively

 

27,193

 

27,144

 

Capital surplus

 

162

 

68

 

Retained earnings

 

21,566

 

19,493

 

Treasury stock, 246,081 and 234,900 shares of common stock at cost at June 30, 2002, and December 31, 2001, respectively

 

(2,154

)

(2,056

)

Accumulated other comprehensive income

 

2,375

 

721

 

 

 

 

 

 

 

Total stockholders’ equity

 

49,142

 

45,370

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

611,875

 

$

650,310

 

 

See accompanying notes to the unaudited consolidated financial statements

 

3



 

Team Financial, Inc. And Subsidiaries

Consolidated Statements of Operations

(Dollars In Thousands, Except Per Share Data)

(Unaudited)

 

 

 

Three Months Ended
June 30

 

Six Months Ended
June 30

 

 

 

2002

 

2001

 

2002

 

2001

 

Interest Income:

 

 

 

 

 

 

 

 

 

Interest and fees on loans

 

$

6,626

 

$

7,617

 

$

13,597

 

$

15,207

 

Taxable investment securities

 

2,482

 

1,870

 

4,866

 

4,146

 

Nontaxable investment securities

 

229

 

297

 

444

 

571

 

Other

 

88

 

140

 

197

 

345

 

 

 

 

 

 

 

 

 

 

 

Total interest income

 

9,425

 

9,924

 

19,104

 

20,269

 

 

 

 

 

 

 

 

 

 

 

Interest Expense:

 

 

 

 

 

 

 

 

 

Deposits

 

 

 

 

 

 

 

 

 

Checking deposits

 

266

 

432

 

552

 

946

 

Savings deposits

 

133

 

124

 

301

 

247

 

Money market deposits

 

254

 

308

 

490

 

665

 

Certificates of deposit

 

2,080

 

3,560

 

4,408

 

7,461

 

Federal funds purchased and securities sold under agreements to repurchase

 

15

 

62

 

29

 

140

 

FHLB advances payable

 

870

 

415

 

1,750

 

833

 

Notes payable

 

91

 

219

 

180

 

487

 

Company obligated mandatorily redeemable preferred securities of subsidiary trust holding solely subordinated debentures

 

377

 

 

754

 

 

 

 

 

 

 

 

 

 

 

 

Total interest expense

 

4,086

 

5,120

 

8,464

 

10,779

 

 

 

 

 

 

 

 

 

 

 

Net interest income before provision for loan losses

 

5,339

 

4,804

 

10,640

 

9,490

 

 

 

 

 

 

 

 

 

 

 

Provision for loan losses

 

178

 

416

 

334

 

678

 

 

 

 

 

 

 

 

 

 

 

Net interest income after provision for loan losses

 

5,161

 

4,388

 

10,306

 

8,812

 

 

 

 

 

 

 

 

 

 

 

Non-Interest Income:

 

 

 

 

 

 

 

 

 

Service charges

 

951

 

913

 

1,805

 

1,738

 

Trust fees

 

145

 

142

 

287

 

280

 

Gain on sales of mortgage loans

 

402

 

564

 

947

 

795

 

Gain on sales of investment securities

 

40

 

2

 

66

 

3

 

Gain on sale of branch assets

 

452

 

 

452

 

 

Other

 

643

 

368

 

1,232

 

706

 

 

 

 

 

 

 

 

 

 

 

Total non-interest income

 

2,633

 

1,989

 

4,789

 

3,522

 

 

 

 

 

 

 

 

 

 

 

Non-Interest Expenses:

 

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

2,925

 

2,586

 

5,864

 

5,029

 

Occupancy and equipment

 

578

 

565

 

1,156

 

1,149

 

Data processing

 

512

 

416

 

982

 

812

 

Professional fees

 

241

 

302

 

564

 

567

 

Marketing

 

64

 

73

 

116

 

117

 

Supplies

 

92

 

90

 

181

 

164

 

Goodwill amortization

 

 

85

 

 

176

 

Intangible asset amortization

 

199

 

186

 

335

 

347

 

Conversion

 

2

 

39

 

6

 

69

 

Other

 

902

 

763

 

1,713

 

1,489

 

 

 

 

 

 

 

 

 

 

 

Total non-interest expenses

 

5,515

 

5,105

 

10,917

 

9,919

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

2,279

 

1,272

 

4,178

 

2,415

 

 

 

 

 

 

 

 

 

 

 

Income taxes

 

1,148

 

401

 

1,689

 

740

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

1,131

 

$

871

 

$

2,489

 

$

1,675

 

 

 

 

 

 

 

 

 

 

 

Shares applicable to basic income per share

 

4,175,160

 

3,930,590

 

4,178,169

 

3,906,190

 

 

 

 

 

 

 

 

 

 

 

Basic income per share

 

$

0.27

 

$

0.22

 

$

0.60

 

$

0.43

 

 

 

 

 

 

 

 

 

 

 

Shares applicable to diluted income per share

 

4,200,551

 

3,934,391

 

4,195,698

 

3,910,531

 

 

 

 

 

 

 

 

 

 

 

Diluted income per share

 

$

0.27

 

$

0.22

 

$

0.59

 

$

0.43

 

 

See accompanying notes to the unaudited consolidated financial statements

 

4



 

Team Financial, Inc. And Subsidiaries

Consolidated Statements of Comprehensive Income

(In Thousands)

(Unaudited)

 

 

 

Three Months Ended
June 30

 

Six Months Ended
June 30

 

 

 

2002

 

2001

 

2002

 

2001

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

$

1,131

 

$

871

 

$

2,489

 

$

1,675

 

Other comprehensive income, net of tax:

 

 

 

 

 

 

 

 

 

Unrealized gains (losses) on investment securities available for sale net of tax of $1,007 and $(41) for the three months ended June 30, 2002 and June 30, 2001, respectively; and net of tax $845 and $645 for the six months ended June 30, 2002 and June 30, 2001, respectively

 

2,100

 

(71

)

1,698

 

1,196

 

Reclassification adjustment for gains (losses) included in net income net of tax of $(14) and $(1) for the three months ended June 30, 2002 and June 30, 2001, respectively; and net of tax $(22) and $(1) for the six months ended June 30, 2002 and June 30, 2001, respectively

 

(26

)

(1

)

(44

)

(2

)

Cumulative effect of change in accounting principle, net of tax $101 for the six months ended June 30, 2001.

 

 

 

 

196

 

Other comprehensive income, net

 

2,074

 

(72

)

1,654

 

1,390

 

Comprehensive income

 

$

3,205

 

$

799

 

$

4,143

 

$

3,065

 

 

See accompanying notes to the unaudited consolidated financial statements

 

5



 

Team Financial, Inc. And Subsidiaries

Consolidated Statements of Changes In Stockholders’ Equity

Six Months Ended June 30, 2002

(In Thousands)

(Unaudited)

 

 

 

Common
stock

 

Captial
surplus

 

Retained
earnings

 

Treasury
stock

 

Accumulated
other
comprehensive
Income

 

Total
stockholders’
equity

 

BALANCE, December 31, 2001

 

$

27,144

 

$

68

 

$

19,493

 

$

(2,056

)

$

721

 

$

45,370

 

Treasury stock purchased (11,181 shares)

 

 

 

 

 

 

 

(98

)

 

 

(98

)

Common stock issued in connection with compensation plans (8,068 shares)

 

49

 

 

 

 

 

 

 

 

 

49

 

Increase in additional paid in capital in connection with stock compensation plans

 

 

 

94

 

 

 

 

 

 

 

94

 

Net Income

 

 

 

 

 

2,489

 

 

 

 

 

2,489

 

Dividends ($0.10 per share)

 

 

 

 

 

(416

)

 

 

 

 

(416

)

Other comprehensive income (loss) net of $993 in taxes

 

 

 

 

 

 

 

 

 

1,654

 

1,654

 

BALANCE, June 30, 2002

 

$

27,193

 

$

162

 

$

21,566

 

$

(2,154

)

$

2,375

 

$

49,142

 

 

See accompanying notes to the unaudited consolidated financial statements

 

6



 

Team Financial, Inc. And Subsidiaries

Consolidated Statements Of Cash Flows

(In thousands)

 

 

 

Six Months Ended June 30,

 

 

 

2002

 

2001

 

Cash flows from operating activities:

 

 

 

 

 

Net income

 

$

2,489

 

$

1,675

 

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

 

 

 

 

 

Provision for loan losses

 

334

 

678

 

Depreciation and amortization

 

1,189

 

846

 

Allocation of ESOP shares

 

 

375

 

Non-cash compensation expense

 

94

 

 

Net gain on sales of investment securities

 

(66

)

(3

)

Net gain on sales of mortgage loans

 

(947

)

(795

)

Net (gain) loss on sales of assets acquired through foreclosure

 

6

 

(7

)

Net gain on sale of branch assets

 

(452

)

 

Net gain on sale of credit card portfolio

 

 

(10

)

Proceeds from sale of credit card portfolio

 

 

1,187

 

Proceeds from sale of mortgage loans

 

59,438

 

20,470

 

Origination of mortgage loans for sale

 

(45,967

)

(23,661

)

Net increase in other assets

 

(911

)

(416

)

Net (decrease) increase in accrued expenses and other liabilities

 

(137

)

312

 

 

 

 

 

 

 

Net cash provided by operating activities

 

15,070

 

651

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Net decrease (increase) in loans

 

6,675

 

(788

)

Proceeds from sale of investment securities available-for-sale

 

6,699

 

20

 

Proceeds from maturities and principal reductions of investment securities available-for-sale

 

24,813

 

35,199

 

Purchases of investment securities available-for-sale

 

(47,964

)

(13,100

)

Purchase of premises and equipment, net

 

(536

)

(516

)

Purchase of bank owned life insurance

 

 

(14,000

)

Proceeds from sales on assets acquired through foreclosure

 

282

 

699

 

Net cash decrease from sale of branches

 

(30,493

)

 

 

 

 

 

 

 

Net cash provided by investing activities

 

(40,524

)

7,514

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Net increase (decrease) in deposits

 

20,743

 

(14,387

)

Net decrease in federal funds purchased and securities sold under agreement to repurchase

 

(4,296

)

(537

)

Payments on Federal Home Loan Bank advances

 

(1,052

)

(3,452

)

Payments on notes payable

 

(258

)

(1,025

)

Common stock issued

 

49

 

6

 

Purchase of treasury stock

 

(98

)

(16

)

Dividends paid on common stock

 

(209

)

(391

)

 

 

 

 

 

 

Net cash provided by (used) in financing activities

 

14,879

 

(19,802

)

 

 

 

 

 

 

Net change in cash and cash equivalents

 

(10,575

)

(11,637

)

 

 

 

 

 

 

Cash and cash equivalents at beginning of the period

 

38,895

 

25,367

 

 

 

 

 

 

 

Cash and cash equivalents at end of the period

 

$

28,320

 

$

13,730

 

 

 

 

 

 

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

 

 

 

 

 

 

Cash paid during period for:

 

 

 

 

 

Interest

 

$

8,482

 

$

11,903

 

Taxes

 

1,020

 

 

 

 

 

 

 

 

Noncash activities related to operations

 

 

 

 

 

Assets acquired through foreclosure

 

$

512

 

$

779

 

Loans to facilitate the sale of real estate acquired through foreclosure

 

 

204

 

 

 

 

 

 

 

Non-cash financing activities - Transfer of securities from held-to-maturity to available-for-sale

 

$

 

$

24,864

 

 

See accompanying notes to the consolidated financial statements

 

7



 

TEAM FINANCIAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Three and six month periods ended June 30, 2002 and 2001

 

Note1:  Basis of Presentation

 

The accompanying unaudited consolidated financial statements of Team Financial, Inc. and Subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes necessary for a comprehensive presentation of financial condition and results of operations required by accounting principles generally accepted in the United States of America for complete financial statements.  In the opinion of management, all normal recurring adjustments necessary for a fair presentation of results have been included.  The consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2001.

 

The interim consolidated financial statements include the accounts of Team Financial, Inc. and its wholly owned subsidiaries.  Intercompany balances and transactions have been eliminated.  The December 31, 2001 statement of financial condition has been derived from the audited consolidated financial statements as of that date.  The results of the interim period ended June 30, 2002 are not necessarily indicative of the results expected for the year ending December 31, 2002.

 

Note 2:  Income Per Share

 

Basic income per share excludes dilution and is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the year.  Diluted income per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock.

 

Note 3:  Stock Repurchase Program

 

The Board of Directors approved a stock repurchase program in January 2001, authorizing the repurchase of up to 300,000 shares of our common stock.  As of June 30, 2002, we had repurchased 14,476 shares of our common stock under the program at an average price of $8.36 per share.

 

Note 4:  Dividend Declared

 

On May 28, 2002, we declared a quarterly dividend of $0.05 per share to all shareholders of record on June 30, 2002, payable July 19, 2002.

 

Note 5:  Recent Accounting Pronouncements

 

Effective January 1, 2002, we adopted Statement of Accounting Standards No. 142, Goodwill and Other Intangible Assets.  SFAS 142 requires that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead tested for impairment at least annually.  It also requires intangible assets with estimated useful lives be amortized to their estimated residual values, and be reviewed for impairment.  The statement required us to perform an assessment of whether there is an indication that goodwill is impaired as of January 1, 2002.  To accomplish this, we identified our reporting units and determined the carrying value of each reporting unit by assigning the assets and liabilities, including the existing goodwill and intangible assets, to those reporting units as of January 1, 2002.  To the extent the carrying amount of a reporting unit exceeded the fair value of the reporting unit we performed the second step of the transitional impairment test.  In the second step, we compared the implied fair value of the reporting unit goodwill with the carrying amount of the reporting unit goodwill, both of which were measured as of January 1, 2002.  The implied fair value of goodwill was determined by allocating the fair value of the reporting unit to all of the assets (recognized and unrecognized) and liabilities of the reporting unit in a manner similar to a purchase price allocation.  The residual fair value after this allocation was the implied fair value of the reporting unit

 

8



 

goodwill.  Any transitional impairment loss was recognized as the cumulative effect of a change in accounting principle in our 2002 statement of operations.

 

We have performed our assessment of whether there was an indication that goodwill was impaired as of January 1, 2002 and we determined the fair value of each reporting unit exceeded the carrying value.

 

Note 6:  Acquisitions and Sale of Branches

 

On June 21, 2002 our wholly owned subsidiary, Community Bank, sold its Chapman and Abilene, Kansas branch locations to First National Bank of Belleville, Kansas for a premium of $1.7 million.  We recorded a pre-tax gain on the sale of $452,000 and an after tax loss on the sale of $196,000.  The after tax loss was due to a difference in the book versus tax basis on the reduction of  $1.3 million in goodwill with the sale.  The $7.4 million in proceeds raised from the sale of the Community Bank branches will be re-invested in the Kansas City metropolitan market and in the Colorado Springs metropolitan market along the front range of the Colorado Rocky Mountains.

 

On September 18, 2001, we acquired 100% of the outstanding stock of Post Bancorp, Inc., owner of Colorado Springs National Bank for $12.8 million, consisting of $11.0 million in cash and $1.8 million in common stock.  The Company financed the cash portion of the Post Bancorp, Inc. purchase price through the issuance of 1,552,500, 9.50% Cumulative Trust Preferred Securities at $10 per preferred security.  The net proceeds were $14,425,000 after deduction of offering expenses and underwriting commissions of $1,100,000.  The remaining net proceeds were used to pay down our line of credit.  The cumulative trust preferred securities trade on the NASDAQ national market under the symbol “TFINP”.   The acquisition is our first in the dynamic market of Colorado Springs, Colorado along the front range of the Colorado Rocky Mountains. We now have an established presence in the growing metropolitan areas of Kansas City, Kansas; Omaha, Nebraska; and Colorado Springs, Colorado.  Colorado Springs National Bank offers community-banking services primarily to small to mid-size businesses in the Colorado Springs, Colorado metropolitan area.

 

The results of Post Bancorp, Inc. operations have been included in the consolidated financial statements since September 18, 2001.

 

Note 7:  Goodwill and Intangible Assets

 

Goodwill and intangible assets:  Effective July 1, 2001, we adopted the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 141 Business Combinations.  Effective January 1, 2002, we adopted SFAS No. 142, Goodwill and Other Intangible Assets.

 

The following table summarizes our intangible assets as of June 30, 2002.

 

 

 

As of June 30, 2002

 

 

 

Gross Carrying
Amount

 

Accumulated
Amortization

 

 

 

(In Thousands)

 

Core deposit intangible

 

$

6,400

 

$

1,886

 

Mortgage servicing rights

 

1,905

 

977

 

Total intangible assets

 

$

8,305

 

$

2,863

 

 

 

9



 

The following table summarizes amortization expense on the intangible assets.

 

 

 

As of June 30,

 

 

 

2002

 

2001

 

 

 

(In Thousands)

 

Aggregate Amortization Expense

 

$

335

 

$

347

 

 

 

 

Estimated Amortization Expense

 

 

 

Core Deposit Intangible

 

Mortgage Servicing Rights

 

 

 

(In Thousands)

 

For the year ending December 31, 2002

 

$

515

 

$

126

 

For the year ending December 31, 2003

 

487

 

126

 

For the year ending December 31, 2004

 

468

 

126

 

For the year ending December 31, 2005

 

463

 

126

 

For the year ending December 31, 2006

 

463

 

126

 

 

Goodwill at June 30, 2002 was $10.7 million, a decrease of $1.3 million from December 31, 2001 from the sale of our Chapman and Abilene, Kansas branches during the quarter.  There was no impairment to goodwill recorded for the three or six months ended June 30, 2002.

 

 

 

Goodwill

 

Balance as of January 1, 2002

 

$

12,010

 

Goodwill acquired during year

 

 

Impairment losses

 

 

Reduction of goodwill related to sale of business unit

 

1,310

 

Balance as of June 30, 2002

 

$

10,700

 

 

As required by SFAS 142, we discontinued recording goodwill amortization effective January 1, 2002.  The following tables compare results of operations as if no goodwill amortization had been recorded in 2001.

 

 

 

Three Months Ended
March 31,

 

Six Months Ended
June 30,

 

 

 

2002

 

2001

 

2002

 

2001

 

 

 

 

 

 

 

 

 

 

 

Reported net income

 

$

1,131

 

$

871

 

$

2,489

 

$

1,675

 

Add back goodwill amortization

 

 

85

 

 

176

 

Adjusted net income

 

$

1,131

 

$

956

 

$

2,489

 

$

1,851

 

 

 

 

 

 

 

 

 

 

 

Basic income per share

 

$

0.27

 

$

0.22

 

$

0.60

 

0.43

 

Add back goodwill amor tization

 

 

0.02

 

 

0.05

 

Adjusted net income

 

$

0.27

 

$

0.24

 

$

0.60

 

$

0.48

 

 

 

 

 

 

 

 

 

 

 

Diluted income per share

 

$

0.27

 

$

0.22

 

$

0.59

 

$

0.43

 

Add back goodwill amortization

 

 

0.02

 

 

$

0.05

 

Adjusted net income

 

$

0.27

 

$

0.24

 

$

0.59

 

$

0.48

 

 

10



 

Item 2:  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

OF OPERATIONS

 

OVERVIEW

 

Team Financial, Inc. is a financial holding company incorporated in the State of Kansas.  We offer full service community banking and financial services through 18 locations in the Kansas City metropolitan area, southeastern Kansas, western Missouri, the Omaha, Nebraska metropolitan area, and in Colorado Springs, Colorado.  Our presence in Kansas consists of six locations in the Kansas City metro area and four locations in southeast Kansas.  We operate two locations in western Missouri, five in the metropolitan area of Omaha, Nebraska, and one in Colorado Springs, Colorado.  Our growth over recent years has been achieved primarily through purchases of branches of large banks and through acquisitions of community banks.  Additional asset growth has occurred through internal growth at existing banks as well as from opening three new branches.  Our common stock is listed on the Nasdaq National Market (“NASDAQ”) under the symbol “TFIN”.

 

Our results of operations depend primarily on net interest income, which is the difference between interest income from interest-earning assets and interest expense on interest-bearing liabilities.  Our operations are also affected by non-interest income, such as service charges, loan fees, and gains and losses from the sale of newly originated mortgage loans.  Our principal operating expenses, aside from interest expense, consist of salaries and employee benefits, occupancy costs, data processing expense and provisions for loan losses.

 

Critical Accounting Policies

 

Our accounting and reporting policies conform to accounting principles generally accepted in the Unites States of America.  In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the statement of financial condition and revenues and expenses for the period.  Actual results could differ significantly from those estimates.  Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses.

 

FINANCIAL CONDITION

 

Total assets at June 30, 2002, were $611.9 million compared to $650.3 million at December 31, 2001.  The decrease of $38.4 million was primarily due to $26.6 million of assets sold with the two branch sales during the quarter along with a $19.6 decrease in loans receivable, net of the branch sales.  The decrease in loans receivable was re-invested in investments securities.

 

Investment Securities:  Total investment securities were $207.7 million at June 30, 2002, compared to $204.7 million at December 31, 2001, an increase of $3.1 million, or 1.5%.  Net of the $15.8 million in investment securities sold with the branch sale, investment securities increased $18.8 million from December 31, 2001.  The increase was primarily the result of the Company investing the cash flow from the decrease in loans receivable.   The securities portfolio serves as a source of liquidity and earnings and contributes to the management of interest rate risk.  The debt securities portfolio is comprised primarily of obligations collateralized by U.S. Government agencies (mainly in the form of mortgage-backed securities), U.S. Government agency securities, U.S. Treasury securities, and municipal obligations.  With the exception of municipal obligations, the maturity structure of the debt securities portfolio is generally short-term in nature or indexed to variable rates.

 

Loans Receivable:  Loans receivable decreased $29.3 million, or 8.2%, to $327.8 million at June 30, 2002, compared to $357.1 million at December 31, 2001.  The loans sold with the branch sale totaled $9.7 million.  Net of the sale, loans decreased $19.6 million.  This decrease was primarily due to the decrease in one to four family residential mortgage loans of $26.0 million, resulting from a decrease in loans held for sale as well as a reduction in the portfolio due to increased customer refinancing due to the favorable fixed rate mortgage rates.  The decrease in loans receivable was re-invested in investments securities.

 

We have continued to emphasize serving small to mid-sized businesses in the metropolitan of Kansas City, Kansas; Omaha, Nebraska; and Colorado Springs, Colorado.  This continued emphasis generated an $8.2 million, or 5.1%

 

11



 

increase in commercial loans to $172.0 million at June 30, 2002, compared to $163.7 million at December 31, 2001.  This increase excludes $3.0 million in commercial loans sold with the sale of the branches.  At June 30, 2002, commercial loans comprised 52.5% of the total loan portfolio compared to 45.9% of the loan portfolio at December 31, 2001, and 37.0% of the loan portfolio at December 31, 2000.

 

Our installment loans decreased $5.3 million, or 17.3%, to $25.3 million at June 30, 2002, compared to $30.6 at December 31, 2001.  Installment loans have been decreasing as a percentage of total loans over the past several years as we place more emphasis on growing the commercial portion of our loan portfolio.  We also reduced its exposure to the dealer paper business during 2001.

 

The substantial majority of our residential mortgage loan production is underwritten in compliance with the requirements for sale to or conversion to mortgage-backed securities issued by the Federal Home Loan Mortgage Corporation (FHLMC), the Federal National Mortgage Association (FNMA), and the Government National Mortgage Association (GNMA).  The majority of our commercial loans include loans to service, retail, wholesale, and light manufacturing businesses.  These loans are made at rates based on the prevailing national prime interest rate, as well as fixed rates for terms generally ranging from three to five years. Installment loans include automobile, residential, and other personal loans.  The majority of the installment loans are loans with fixed interest rates.

 

Non-performing Assets: Non-performing assets consist of loans 90 days or more delinquent and still accruing interest, non-accrual loans and assets acquired through foreclosure.  Assets acquired through foreclosure represent real estate properties acquired through foreclosure or by deed in lieu of foreclosure and is classified as assets acquired through foreclosure on the statement of financial condition until the property is sold.  Commercial loans, residential real estate loans, and installment loans are generally placed on non-accrual status when principal or interest is 90 days or more past due, unless the loans are well-secured and in the process of collection.  Loans may be placed on non-accrual status earlier when, in the opinion of management, reasonable doubt exists as to the full, timely collection of interest or principal.  Classified assets are loans that are rated substandard or lower according to our internal credit review process.

 

 

12



 

The following table summarizes our non-performing assets:

 

 

 

June 30, 2002

 

December 31, 2001

 

 

 

(In Thousands)

 

Non-performing assets:

 

 

 

 

 

Non-accrual loans

 

 

 

 

 

Real estate loans

 

$

948

 

$

1,031

 

Commercial, industrial, and agricultural

 

1,851

 

894

 

Installment loans

 

239

 

391

 

Lease financing receivables

 

1

 

 

Total non-accrual loans

 

3,039

 

2,316

 

Loans past due 90 days or more still accruing

 

 

 

 

 

Real estate loans

 

$

788

 

$

628

 

Commercial, industrial, and agricultural

 

1,171

 

741

 

Installment loans

 

5

 

11

 

Total past due 90 days or more still accruing

 

1,964

 

1,380

 

Total non-performing loans

 

5,003

 

3,696

 

Assets acquired through foreclosure

 

1,139

 

1,572

 

Total non-performing assets

 

$

6,142

 

$

5,268

 

 

 

 

 

 

 

Non-performing loans to total loans

 

1.53

%

1.04

%

 

 

 

 

 

 

Non-performing assets to total assets

 

1.00

%

0.81

%

 

Non-performing assets totaled $6.1 million at June 30, 2002, compared to $5.3 million at December 31, 2001, representing an increase of $874,000 or 16.6%.  The increase in non-performing assets was comprised of an increase in non-performing loans of $723,000, an increase in loans past due 90 days or more and still accruing of $584,000, and a decrease in assets acquired through foreclosure of $433,000.

 

Non-performing loans increased $1.3 million or 35.4% to $5.0 million at June 30, 2002 from $3.7 million at December 31, 2001.  The increase in non-performing loans included two larger credits totaling, $1.7 million.  These loans which are collateralized by real estate, have an aggregate specific allowance of $142,000 at June 30, 2002.

 

Other real estate owned was $1.1 million at June 30, 2002, compared to $1.6 million at December 31, 2001.  Other real estate owned consisted of 12 properties held by our subsidiary banks, of which three of the properties totaled $679,000.  These three properties consisted of, a commercial building in Iola, Kansas, a 1-4 family property in Kansas City, Missouri, and a 1-4 family property in Nevada, Missouri.

 

Total classified assets were $15.9 million at June 30, 2002, an increase of $2.2 million from $13.7 million at December 31, 2001.  The increase included two credits totaling $2.0 million.

 

Allowance for loan losses:  Management maintains its allowance for loan losses based on industry standards, historical experience, and an evaluation of economic conditions.  We regularly review delinquencies and loan portfolio quality.  Based upon such factors, management makes various assumptions and judgments about the ultimate collectibility of the loan portfolio and provides an allowance for probable loan losses based upon a percentage of the outstanding balances and for specific loans if their ultimate collectibility is considered questionable.

13



 

The following table summarizes our allowance for loan and lease losses:

 

 

 

Six Months Ended June 30,

 

 

 

2002

 

2001

 

 

 

(Dollars In Thousands)

 

Balance, beginning of period

 

$

4,392

 

$

3,911

 

Provision for loan losses

 

334

 

678

 

Charge-offs

 

(478

)

(962

)

Recoveries

 

171

 

203

 

Allowance due to (sales) acquisitions

 

(3

)

 

Balance, end of period

 

$

4,416

 

$

3,830

 

 

 

 

 

 

 

Allowance for loan losses as a percent of total loans

 

1.35

%

1.15

%

 

 

 

 

 

 

Allowance for loan losses as a percent of non-performing loans

 

88.27

%

101.62

%

 

 

 

 

 

 

Net charge-offs as a percent of total loans

 

0.15

%

0.23

%

 

Allowance for loan losses was 1.35% of total loans at June 30, 2002, an increase from 1.15% at June 30, 2001 and from 1.23% at December 31, 2001.  The ratio of allowance for loan losses as a percent of total loans has been increasing along with the shift in the mix of commercial loans as a percent of total loans.  The allowance for loan losses as a percent of total loans at June 30, 2002, also reflects the decrease in loans receivable of $29.3 million primarily from a decrease in one to four family residential mortgage loans of $26.0 million, which do not require the same percentage of reserve as commercial loans.  We experienced charge-offs of $478,000, or 0.15% of total loans, for the six months ended June 30, 2002, versus $962,000, or 0.23% of total loans, for the corresponding period in 2001.  The $307,000 in net charge-offs was primarily the result of installment loan net charge-offs of $181,000 and commercial net charge-offs of $86,000.  Provision for loan losses for the six months ended June 30, 2002 was $334,000, compared to $678,000 for the six months ended June 30, 2001.

 

Deposits:  Total deposits decreased $37.4 million, or 7.7%, to $450.4 million at June 30, 2002, from $487.8 million at December 31, 2001.  Net of the $26.5 million of deposits related to the branch sale, total deposits decreased $10.9 million.  This decrease was attributable to a decrease of $1.9 million in savings deposits and $13.4 million in certificates of deposit.

 

Federal funds purchased and securities sold under agreements to repurchase:  Federal funds purchased and securities sold under agreements to repurchase decreased $4.3 million, to $6.1 million at June 30, 2002.  The decrease is related to the proceeds from the decrease in loans held for sale and one to four family mortgages.

 

Regulatory Capital:  We are subject to regulatory capital requirements administered by Federal Reserve, the Federal Deposit Insurance Corporation, and the Comptroller of the Currency.  Failure to meet the regulatory capital guidelines may result in the initiation by the Federal Reserve of appropriate supervisory or enforcement actions.  As of June 30, 2002, we met all capital adequacy requirements to which we are subject and management does not anticipate any difficulty in meeting these requirements on an ongoing basis.  Our ratios at June 30, 2002, were as follows:

14



 

 

 

At June 30, 2002

 

Ratio

 

Actual

 

Minimum Required

 

Total capital to risk weighted assets

 

13.50

%

8.00

%

Core capital to risk weighted assets

 

12.32

%

4.00

%

Core capital to average assets

 

7.53

%

4.00

%

 

Liquidity

 

We continuously forecast and manage our liquidity in order to satisfy cash flow requirements of depositors and borrowers and allow us to meet our own cash flow needs.  We have developed internal and external sources of liquidity to meet our continued growth needs.  These include, but are not limited to, the ability to raise deposits through branch promotional campaigns, maturity of overnight funds, short term investment securities classified as available-for-sale and draws on credit facilities established through the Federal Home Loan Bank.  Our most liquid assets are cash and cash equivalents and investment securities available-for-sale.  The levels of these assets are dependent on our operating, financing, lending, and investing activities during any given period.  At June 30, 2002 and December 31, 2001, these liquid assets totaled $236.0 million and $243.5 million, respectively.  Management believes our sources of liquidity are adequate to meet expected cash needs for the foreseeable future.

 

15



 

RESULTS OF OPERATIONS

 

Net Interest Income

 

Net interest income before provision for loan losses for the three and six months ended June 30, 2002 totaled $5.3 million and $10.6 million, respectively, compared to $4.8 million and $9.5 million for the same periods in 2001.  The respective increases of $535,000 and $1.1 million were primarily attributable to the additional net interest income contributed from the operations of Colorado Springs National Bank acquired in September of 2001.

 

Our net interest margin as a percent of average earning assets was 3.97% for the three months ended June 30, 2002 compared to 4.07% on June 30, 2001.  Favorably impacting net interest margin for the three months ended June 30, 2002, was a 157 basis point decrease in the average cost of interest bearing liabilities compared to the three months ended June 30, 2001.  Offsetting the favorable decrease in the cost of interest bearing liabilities was an unfavorable decrease of 138 basis points in the average rate of interest earning assets.  The result was a favorable increase in our interest rate spread of 19 basis points.

 

For the six months ended June 30, 2002, our net interest margin as a percent of average earning assets was 3.91% compared to 3.89% on June 30, 2001.  Favorably impacting net interest margin for the six months ended June 30, 2002, was a 150 basis point decrease in the average cost of interest bearing liabilities compared to the six months ended June 30, 2001.  Offsetting the favorable decrease in the cost of interest bearing liabilities was an unfavorable decrease of 149 basis points in the average rate of interest earning assets.  The result was a favorable increase in our interest rate spread of 19 basis points.

 

The average rate on interest earning assets was 6.88% for the three months ended June 30, 2002, representing a decrease of 138 basis points from the same three months ended a year ago.  For the six months ended June 30, 2002, the average rate on interest earning assets was 6.90%, representing a decrease of 131 basis points.  Interest earning assets are comprised of loans receivable, investment securities, and federal funds sold and interest-bearing deposits.

 

The average rate on loans receivable decreased 116 basis points to 7.93% for the three months ended June 30, 2002, compared to 9.08% for the three months ended June 30, 2001.  The average rate on loans receivable decreased 115 basis points to 8.01% for the six months ended June 30, 2002, compared to 9.15% for the six months ended June 30, 2001.  The decrease is primarily reflective of a decrease in the national prime rate of 475 basis points since January 1, 2001, decreasing the interest rate on our variable rate commercial loans tied to the prime interest rate index, decreasing the interest rate on newly originated commercial loans, and resulting in lower interest rates on loans re-financed by customers.  In addition to the decrease in the prime interest rate was a decrease in our higher yielding one to four family mortgage loans as customers re-financed for lower fixed rate loans, which we primarily sell and do not hold as part of the one to four family mortgage portfolio.  Favorably impacting the average rate on loans receivable was the increase of commercial loans as a percent of the total loan portfolio to 52.5% of the total loan portfolio at June 30, 2002, compared to 40.5% at June 30, 2001.

 

The average rate on investment securities-taxable decreased 92 basis points to 5.45% for the three months ended June 30, 2002, compared to 6.37% for the three months ended June 30, 2001.  The average rate on investment securities-taxable decreased 141 basis points to 5.40% for the six months ended June 30, 2002, compared to 6.81% for the same six month period ended June 30, 2001.    The decrease in the average rate of investment securities is also related to the decrease in market interest rates since January of 2001.  The decrease in interest rates accelerated the cash flow from the investment portfolio from securities called by the debt issuers as the debt issuers refinanced their debt at lower interest rates and the accelerated cash flow from our mortgage-backed investment securities resulting from the pre-payments of the loans within the mortgage pool as the mortgage loans within the pool were being re-financed.  We re-invested the cash flow from the investment portfolio in investments securities at lower average rates than the investment securities in the portfolio being called or pre-paid.

 

The average rate paid on interest-bearing liabilities decreased 157 basis points to 3.21% for the three months ended June 30, 2002, compared to 4.78% for the same three months ended a year ago.  For the six months ended June 30, 2002, the average rate paid on interest-bearing liabilities decreased 169 basis points to 3.28%, compared to 4.97% for the same six-month period a year ago.  Interest bearing liabilities are comprised of interest paid on savings and interest bearing checking deposits, time deposits, federal funds purchased and securities sold under agreements to

 

16



 

repurchase, holding company notes payable, Federal Home Loan Bank Advances, and on our subordinated debentures held by our subsidiary trust which issued the 9.50% preferred securities.

 

The average rate paid on interest-bearing savings and interest bearing checking deposits decreased 115 basis points to 1.43% for the three months June 30, 2002, compared to 2.58% for the three months ended June 30, 2001, while the average rate paid on time deposits decreased 203 basis points to 3.73%, from 5.76% over the same respective time periods.  For the six months ended June 30, 2002, the average rate paid on interest-bearing savings and interest bearing checking deposits decreased 133 basis points to 1.45%, compared to 2.78% for the six months ended June 30, 2001, while the average rate paid on time deposits decreased 205 basis points to 3.87%, from 5.92% over the same respective time periods.  The average rate paid on these deposits decreased, as we were successfully able to decrease the average rate paid on deposit accounts with the decrease in interest rates.

 

The average rate paid on federal funds purchased and securities sold under agreements to repurchase decreased 271 basis points to 1.36% for the three months ended June 30, 2002, from 4.07% for the same period a year ago.  For the six months ended June 30, 2002, the average rate paid on federal funds purchased and securities sold under agreements to repurchase decreased 327 basis points to 1.36%, compare to 4.63% for the same period a year ago.  These decreases were the result of the general decrease in market interest rates.

 

The average rate paid on notes payable and Federal Home Loan Bank advances decreased 151 basis points to 4.65% for the quarter ended June 30, 2002, compared to 6.16% for the same quarter ended a year ago.  For the six months ended June 30, 2002, the average rate paid on notes payable and Federal Home Loan Bank advances decreased 168 basis points to 4.66%, compared to 6.34% for the same six month period a year ago.  These decreases were the result of the general decrease in market interest rates.

 

We incurred $377,000 and $754,000 of interest expense for the respective three and six months ended June 30, 2002, on our 9.50% subordinated debentures, which we issued in connection with the sale by our wholly-owned subsidiary, Team Financial Capital Trust I, of 9.50% trust preferred securities.  We issued these securities in August of 2001, in connection with our acquisition of Post Bancorp, Inc.  The average rate recorded on these company obligated mandatorily redeemable preferred securities was 9.71% for the three and six months ended June 30, 2002.  The difference between the contractual interest rate of 9.50% on the trust preferred securities and the 9.71% recorded interest rate, is the amortization of debt issuance costs of $8,000 and $16,000 for the respective three and six month periods ended June 30, 2002.  The debt issuance costs are being amortized over a 30 year period.

 

17



 

The following tables present certain information relating to net interest income for the three months and six months ended June 30, 2002 and 2001.  The average rates are derived by dividing annualized interest income or expense by the average balance of assets and liabilities, respectively, for the periods shown.

 

 

 

Three Months Ended June 30, 2002

 

Three Months Ended June 30, 2001

 

 

 

Average
Balance

 

Interest

 

Average
Rate

 

Average
Balance

 

Interest

 

Average
Rate

 

 

 

(Dollars In Thousands)

 

Interest earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans receivable, net (1) (2) (3)

 

$

335,154

 

$

6,626

 

7.93

%

$

336,589

 

$

7,617

 

9.08

%

Investment securities-taxable

 

182,732

 

2,482

 

5.45

%

117,769

 

1,870

 

6.37

%

Investment securities-nontaxable (4)

 

25,332

 

452

 

7.16

%

24,044

 

472

 

7.87

%

Federal funds sold and interest-bearing deposits

 

19,199

 

88

 

1.84

%

12,309

 

140

 

4.56

%

Total interest earning assets

 

$

562,417

 

9,648

 

6.88

%

$

490,711

 

10,099

 

8.26

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Savings deposits and interest bearing checking

 

$

183,785

 

653

 

1.43

%

$

134,293

 

864

 

2.58

%

Time deposits

 

223,405

 

2,080

 

3.73

%

247,982

 

3,560

 

5.76

%

Federal funds purchased and securities sold under agreements to repurchase

 

4,428

 

15

 

1.36

%

6,112

 

62

 

4.07

%

Notes Payable and Federal Home Loan Bank Advances

 

82,976

 

961

 

4.65

%

41,297

 

634

 

6.16

%

Company obligated mandatorily redeemable preferred securities of subsidiary trust holding solely subordinated debentures

 

15,525

 

377

 

9.71

%

 

 

0.00

%

Total interest bearing liabilities

 

$

510,119

 

4,086

 

3.21

%

$

429,684

 

5,120

 

4.78

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income (tax equivalent)

 

 

 

$

5,562

 

 

 

 

 

$

4,979

 

 

 

Interest rate spread

 

 

 

 

 

3.67

%

 

 

 

 

3.48

%

Net interest earning assets

 

$

52,298

 

 

 

 

 

$

61,027

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest margin

 

 

 

 

 

3.97

%

 

 

 

 

4.07

%

Ratio of average interest bearing liabilities to average interest earing assets

 

90.70

%

 

 

 

 

87.56

%

 

 

 

 

 


(1)     Loans are net of deferred loan fees.

(2)     Non-accruing loans are included in the computation of average balances.

(3)               The Company includes loan fees in interest income.  These fees for the three months ended June 30, 2002 and 2001 were $281,000 and $206,000, respectively.

(4)               Yield is adjusted for the tax effect of tax exempt securities.  The tax effects for the three months ended June 30, 2002 and 2001 were $223,000 and $175,000, respectively.

 

18



 

 

 

Six Months Ended June 30, 2002

 

Six Months Ended June 30, 2001

 

 

 

Average
Balance

 

Interest

 

Average
Rate

 

Average
Balance

 

Interest

 

Average
Rate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars In Thousands)

 

Interest earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans receivable, net (1) (2) (3)

 

$

342,194

 

$

13,597

 

8.01

%

$

335,338

 

$

15,207

 

9.15

%

Investment securities-taxable

 

181,659

 

4,866

 

5.40

%

122,735

 

4,146

 

6.81

%

Investment securities-nontaxable (4)

 

24,818

 

893

 

7.26

%

23,795

 

915

 

7.75

%

Federal funds sold and interest-bearing deposits

 

22,942

 

197

 

1.73

%

13,580

 

345

 

5.12

%

Total interest earning assets

 

$

571,613

 

19,553

 

6.90

%

$

495,448

 

20,613

 

8.39

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Savings deposits and interest bearing checking

 

$

186,651

 

1,343

 

1.45

%

134,847

 

1,858

 

2.78

%

Time deposits

 

229,992

 

4,408

 

3.87

%

254,347

 

7,461

 

5.92

%

Federal funds purchased and securities sold under agreements to repurchase

 

4,303

 

29

 

1.36

%

6,102

 

140

 

4.63

%

Notes payable and Federal Home Loan Bank advances

 

83,492

 

1,930

 

4.66

%

41,975

 

1,320

 

6.34

%

Company obligated mandatorily redeemable preferred securities of subsidiary trust holding solely subordinated debentures

 

15,525

 

754

 

9.71

%

 

 

0.00

%

Total interest bearing liabilities

 

$

519,963

 

8,464

 

3.28

%

$

437,271

 

10,779

 

4.97

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income (tax equivalent)

 

 

 

$

11,089

 

 

 

 

 

$

9,834

 

 

 

Interest rate spread

 

 

 

 

 

3.62

%

 

 

 

 

3.42

%

Net interest earning assets

 

$

51,650

 

 

 

 

 

$

58,177

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest margin (4)

 

 

 

 

 

3.91

%

 

 

 

 

4.00

%

Ratio of average interest bearing liabilities to average interest earning assets

 

90.96

%

 

 

 

 

88.26

%

 

 

 

 

 


(1)     Loans are net of deferred loan fees.

(2)     Non-accruing loans are included in the computation of average balances.

(3)               The Company includes loan fees in interest income.  These fees for the three months ended June 30, 2002 and 2001 were $514,000 and $397,000, respectively.

(4)               Yield is adjusted for the tax effect of tax exempt securities.  The tax effects for the three months ended June 30, 2002 and 2001 were $449,000 and $344,000, respectively.

 

The following table presents the components of changes in net interest income, on a tax equivalent basis, attributed to volume and rate.  Changes in interest income or interest expense attributable to volume changes are calculated by multiplying the change in volume by the prior fiscal year’s average interest rate.  The changes in interest income or interest expense attributable to change in interest rates are calculated by multiplying the change in interest rate by the prior fiscal year average volume.  The changes in interest income or interest expense attributable to the combined impact of changes in volume and change in interest rate are calculated by multiplying the change in rate by the change in volume.

 

19



 

 

 

Three Months Ended June 30, 2002
Compared To
Three Months Ended June 30, 2001
Increase (Decrease) Due To:

 

 

 

Volume

 

Rate

 

Net

 

 

 

(In Thousands)

 

Interest Income:

 

 

 

Loans receivable, net (1) (2) (3)

 

$

(33

)

$

(958

)

$

(991

)

Investment securities-taxable

 

1,032

 

(420

)

612

 

Investment securities-nontaxable (4)

 

25

 

(45

)

(20

)

Federal funds sold and interest-bearing deposits

 

78

 

(130

)

(52

)

Total Interest Income

 

1,102

 

(1,553

)

(451

)

 

 

 

 

 

 

 

 

Interest Expense:

 

 

 

 

 

 

 

Savings deposits and interest bearing checking

 

319

 

(530

)

(211

)

Time deposits

 

(353

)

(1,127

)

(1,480

)

Federal funds purchased and securities sold

 

 

 

 

 

 

 

under agreements to repurchase

 

(17

)

(30

)

(47

)

Notes Payable and Federal Home Loan Bank Advances

 

640

 

(313

)

327

 

Company obligated mandatorily redeemable preferred securities of subsidiary trust holding solely subordinated debentures

 

377

 

 

377

 

Total Interest Expense

 

966

 

(2,000

)

(1,034

)

 

 

 

 

 

 

 

 

Net change in net interest income

 

$

136

 

$

447

 

$

583

 

 


(1)   Loans are net of deferred loan fees.

(2)   Non-accruing loans are included in the computation of average balances.

(3)          The Company includes loan fees in interest income.  These fees for the three months ended June 30, 2002 and 2001 were $281,000 and $206,000, respectively.

(4)          Yield is adjusted for the tax effect of tax exempt securities.  The tax effects for the three months ended June 30, 2002 and 2001 were $223,000 and $175,000, respectively.

 

20



 

 

 

Six Months Ended June 30, 2002
Compared To
Six Months Ended June 30, 2001
Increase (Decrease) Due To:

 

 

 

Volume

 

Rate

 

Net

 

 

 

(In Thousands)

 

Interest Income:

 

 

 

 

 

 

 

Loans receivable, net (1) (2) (3)

 

$

311

 

($1,921

)

($1,610

)

Investment securities-taxable

 

1,990

 

(1,270

)

720

 

Investment securities-nontaxable (4)

 

39

 

(61

)

(22

)

Federal funds sold and interest-bearing deposits

 

238

 

(386

)

(148

)

Total Interest Income

 

2,578

 

(3,638

)

(1,060

)

 

 

 

 

 

 

 

 

Interest Expense:

 

 

 

 

 

 

 

Savings deposits and interest bearing checking

 

714

 

(1,229

)

(515

)

Time deposits

 

(715

)

(2,338

)

(3,053

)

Federal funds purchased and securities sold under agreements to repurchase

 

(41

)

(70

)

(111

)

Notes Payable and Federal Home Loan Bank Advances

 

1,306

 

(696

)

610

 

Company obligated mandatorily redeemable preferred securities of subsidiary trust holding solely subordinated debentures

 

 

754

 

754

 

Total Interest Expense

 

1,264

 

(3,579

)

(2,315

)

 

 

 

 

 

 

 

 

Net change in net interest income

 

$

1,314

 

$

(59

)

$

1,255

 

 


(1)          Loans are net of deferred loan fees.

(2)          Non-accruing loans are included in the computation of average balances.

(3)          The Company includes loan fees in interest income.  These fees for the three months ended June 30, 2002 and 2001 were $514,000 and $397,000, respectively.

(4)          Yield is adjusted for the tax effect of tax exempt securities.  The tax effects for the three months ended June 30, 2002 and 2001 were $449,000 and $344,000, respectively.

 

21



 

Non-Interest Income

 

Non-interest income for the three months ended June 30, 2002 was $2.6 million, an increase of $644,000, or 32.4%, from $2.0 million for the three months ended June 30, 2001.  For the six months ended June 30, 2002, non-interest income was $4.8 million, an increase of $1.3 million, or  36.0%, from $3.5 million for the six months ended June 30, 2001.  Included in the increase in non-interest income for the three and six months ended June 30, 2002, was a gain on the branch sales of $452,000.  Also contributing to the increase in non-interest income for the respective three and six month periods was the earnings on the $16.6 million investment in bank owned life insurance covering executives, which contributed $253,000 for the three months ended June 30, 2002 and $504,000 for the six months ended June 30, 2002.

 

For the three months and six months ended June 30, 2002, gain on sales of mortgage loans contributed $402,000 and $947,000, respectively to the total non-interest income, compared to $564,000 and 795,000 for the respective periods ended a year ago.  Gain on sales of mortgage loans has been strong over the past twelve months as a result of the increase in the volume of loans refinanced or originated and sold, due to a lower interest rate environment over this period.  We anticipate the volume of loans sold to decrease at an increasing rate to approximately 50% of the past twelve month average volume over the next two quarters based upon our current interest rate assumptions.

 

For the respective three and six months ended June 30, 2002, service charge income increased $38,000, or 4.2%, to $951,000 and $67,000, or 3.9% to $1.8 million compared to the same periods ended June 30, 2001.  The increase of service charge income was related to additional fee based services offered on deposit account and limitations on fee waivers.

 

Non-Interest Expense

 

Non-interest expense increased $410,000 to $5.5 million, or 8.0%, for the three months ended June 30, 2002, compared to $5.1 million for the three months ended June 30, 2001.  For the six months ended June 30, 2002, non-interest expense increased $998,000 to $10.9 million, or 10.1%, from $9.9 million for the six months ended June 30, 2001.  Contributing to the increase for the respective three and six months ended was $415,000 and $859,000 in non-interest expense from the operations of Colorado Springs National Bank, acquired on September 18, 2001.  Net of the operations of the acquired bank, non-interest expense decreased $5,000 for the three months ended June 30, 2002 compared to the same three months ended a year ago and increased $139,000, or 1.4% for the six months ended June 30, 2002 compared to the same six months ended a year ago.

 

The largest component of non-interest expense is salaries and benefits expense, which increased $339,000 and $835,000 for the respective three and six months ended June 30, 2002 compared to the same periods a year ago.  Net of the respective $223,000 and $450,000 in salary and benefits contributed from the operations of Colorado Spring National Bank, salaries and benefit expense increased $116,000 for the three months ended June 30, 2002 and $385,000 for the six months ended June 30, 2002.  The increases were primarily the result of an increase in bonus expense relating our performance based bonus program of $137,000 for the three months ended and $253,000 for the six months ended; an increase from our salary continuation plan and deferred compensation plan of $87,000 for the three months ended and $142,000 for the six months ended; and compensation expense related to the variable options granted under the our stock incentive plan of $48,000 for the three months ended and $95,000 for the six months ended.

 

Goodwill amortization decreased $85,000 for the three months ended June 30, 2002, and $176,000 for the six months ended June 30, 2002, compared to the respective three and six months ended June 30, 2001, resulting from the implementation of SFAS 142 Goodwill and Other Intangible Assets on January 1, 2002.

 

Income Tax Expense

 

We recorded income tax expense of $1.1 million for the three months ended June 30, 2002 an increase of $747,000 compared to an income tax expense of $401,000 for the three months ended June 30, 2001.  Income tax expense for the six months ended June 30, 2002 was $1.7 million, an increase of $949,000 from $740,000 recorded for the six months ended June 30, 2002.  Included in income tax expense for the three and six month periods ended June 30, 2002 was $648,000 of income tax expense related to the sale of the branches during the second quarter which

 

22



 

resulted in an effected tax rate of 50.37% for the three months ended June 30, 2002 and 40.43% for the six months ended June 30, 2002.  The high effective tax rate was the result of the book versus tax basis on the related $1.3 million in goodwill as summarized with the following table.

 

 

 

Book Bais

 

Tax Basis

 

Proceeds from sale

 

$

1,762,000

 

$

1,762,000

 

Goodwill, net

 

(1,310,000

)

 

Gain on sale before tax

 

452,000

 

1,762,000

 

Income tax expense

 

(648,000

)

(648,000

)

Net (loss) gain on sale of branches

 

$

(196,000

)

$

1,114,000

 

 

Net of the income tax expense recorded with the branch sale, the decrease in the effective tax rate for the three months ended June 30, 2002 to 27.37% from 31.53% for the three months ended June 30, 2001, and 27.94% for the six months ended June 30, 2002 from 30.64% for the six months ended June 30, 2001, was primarily the result of the implementation of SFAS 142 Goodwill and Other Intangible Assets, which decreased non-tax deductible goodwill amortization expense $85,000 for the three months ended June 30, 2002 and $176,000 for the six months ended June 30, 2002.  Our effective tax rate is less than the statutory federal rate of 34.00% due primarily to municipal interest income and the income tax benefit resulting from dividends passed through the ESOP to the ESOP participants.

 

23



 

Item 3:    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Asset and Liability Management

 

Asset and liability management refers to management’s efforts to minimize fluctuations in net interest income caused by interest rate changes.  This is accomplished by managing the repricing of interest rate sensitive interest-bearing assets and interest-bearing liabilities.  Controlling the maturity of repricing of an institution’s liabilities and assets in order to minimize interest rate risk is commonly referred to as gap management.  Close matching of repricing assets and liabilities will normally result in little change in net interest income when interest rates change.

 

The following table indicates that at June 30, 2002, if there had been a sudden and sustained increase in prevailing market interest rates, our 2002 interest income would be expected to decrease, while a decrease in rates would indicate an increase in income.

 

Change in Interest Rates

 

Net Interest
Income

 

(Decrease)
Increase

 

Percent
Change

 

 

 

(Dollars In Thousands)

 

200 basis point rise

 

$

22,590

 

$

1,239

 

5.80

%

100 basis point rise

 

21,970

 

620

 

2.90

 

base rate scenario

 

21,350

 

 

 

100 basis point decline

 

20,314

 

(1,036

)

(4.85

)

200 basis point decline

 

18,345

 

(3,005

)

(14.08

)

 

24



 

PART II  OTHER INFORMATION

 

Item 1.    Legal Proceedings

 

We are from time to time involved in routine litigation incidental to the conduct of our business.  We believe that no pending litigation to which we are a party will have a material adverse effect on our liquidity, financial condition, or results of operations.

 

Item 4.    Submission Of Matters To A Vote Of Security Holders

 

a)              The annual meeting of Stockholders was held on June 18, 2002.

 

b)             The following individuals were elected as Directors for the term of three years each.

 

Name

 

For

 

Against

 

Keith B. Edquist

 

3,511,853

 

90,758

 

Carolyn S. Jacobs

 

3,315,015

 

284,298

 

Denis A. Kurtenbach

 

3,484,615

 

114,698

 

 

The following directors continued in office after the annual meeting:

 

Robert J. Weatherbie

Michael L. Gibson

R.G. (Gary) Kilkenny

Montie K. Taylor

 

 

c)              The shareholders ratified the appointment of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2002.  Shareholders voted on this proposal as follows:

 

For

 

Against

 

Abstain

 

3,536,963

 

9,699

 

53,750

 

 

d)             Not Applicable

 

 

25



 

Item 6.   Exhibits and Reports on Form 8-K

 

 

a)

Exhibits

 

99.1

Certification of Chief Executive Officer Pursuant to 18 U.S.C. §1350

 

99.2

Certification of Chief Financial Officer Pursuant to 18 U.S.C. §1350

 

Exhibit
Number

 

Description

2.1

 

Acquisition Agreement and Plan of Merger dated October 1, 1999 among Team Financial, Inc., Team Financial Acquisition Subsidiary, Inc., and ComBankshares, Inc. (2)

3.1

 

Restated and Amended Articles of Incorporation of Team Financial, Inc. (1)

3.2

 

Amended Bylaws of Team Financial, Inc. (1)

4.1

 

Form of Indenture. (5)

4.2

 

Form of Subordinated Debenture (included as Exhibit A to Exhibit 4.1).  (5)

4.3

 

Certificate of Trust. (5)

4.4

 

Trust Agreement. (5)

4.5

 

Form of Amended and Restated Trust Agreement. (5)

4.6

 

Form of Preferred Securities Certificate (included as Exhibit D to Exhibit 4.5). (5)

4.7

 

Form of Preferred Securities Guarantee Agreement. (5)

4.8

 

Form of Agreement as to Expenses and Liabilities (included as Exhibit C to Exhibit 4.5). (5)

10.1

 

Employment Agreement between Team Financial, Inc. and Robert J. Weatherbie dated January 1, 2001. (5)

10.2

 

Employment Agreement between Team Financial, Inc. and Michael L. Gibson dated January 1, 2001. (5)

10.3

 

Employment Agreement between Team Financial, Inc. and Rick P. Bartley dated January 1, 2001. (5)

10.4

 

Laser Pro License and Maintenance Agreement between Miami County National Bank (now TeamBank N.A.) and CFI Bankers Service Group, Inc. dated March 17, 1999. (5)

10.5

 

Data Processing Services Agreement between Team Financial, Inc. and Metavante Corporation dated March 1, 2001. (5)

10.6

 

401K Plan of Team Financial, Inc. 401(k) Trust, effective January 1, 1999 and administered by Nationwide Life Insurance Company. (1)

10.7-10.10

 

Exhibit numbers intentionally not used.

10.11

 

Team Financial, Inc. Employee Stock Ownership Plan Summary. (1)

10.12

 

Team Financial, Inc. 1999 Stock Incentive Plan. (1)

10.13

 

Rights Agreement between Team Financial, Inc. and American Securities Transfer & Trust, Inc. dated June 3, 1999. (1)

10.14

 

Team Financial, Inc. - Employee Stock Purchase Plan. (1)

10.15

 

Loan agreement between Team Financial, Inc. and Mercantile Bank dated December 3, 1999. (4)

10.16

 

Acquisition Agreement and Plan of Merger by and among Team Financial, Inc., Team Financial, Inc. Acquisition Subsidiary II and Post Bancorp, Inc. date April 30, 2001 and amendment dated July 25, 2001 (1)

11.1

 

Statement regarding Computation of per share earnings - see consolidated financial statements. (1)

99.1

 

Certification of Chief Executive Officer Pursuant to 18 U.S.C. §1350 (3)

99.2

 

Certification of Chief Financial Officer Pursuant to 18 U.S.C. §1350 (3)

 


(1)                                  Filed with Registration Statement on Form S-1 dated August 6, 2001, as amended, (Registration Statement No. 333-76163) and incorporated herein by reference.

 

(2)           Filed with the amended Form 8-K dated December 30, 1999 and incorporated herein by reference.

 

(3)           Filed herewith.

 

(4)           Filed with quarterly report on form 10-Q for the period ended September 30, 2000.

 

(5)           Filed with Registration Statement on Form S-1 dated July 12, 2001, as amended, (Registration Statement

No. 333-64934) and is incorporation herein by reference.

 

(b)                                 Reports on Form 8-K Filed.

 

                None

 

26



 

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.

 

 

Date:

August 14, 2002

By:

/s/  Robert J. Weatherbie

 

 

 

 

Robert J. Weatherbie
Chairman
Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

Date:

August 14, 2002

By:

/s/  Michael L. Gibson

 

 

 

 

Michael L. Gibson
President of Investments
Chief Financial Officer

 

27