BANK OF THE OZARKS INC - 10-Q Quarterly Report

UNITED STATES

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 March 31, 2003

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

		For the transition period from to .

Commission File Number 0-22759

BANK OF THE OZARKS, INC.

(Exact name of registrant as specified in its charter)

ARKANSAS		71-0556208
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

12615 CHENAL PARKWAY, LITTLE ROCK, ARKANSAS		72211
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (501) 978-2265

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined by Rule 12b-2 of the Act). Yes x No ¨

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

Class		Outstanding at March 31, 2003
Common Stock, $0.01 par value per share		7,834,260

BANK OF THE OZARKS, INC.

FORM 10-Q

March 31, 2003

INDEX

PART I.	Financial Information

Item 1.	Consolidated Balance Sheets as of March 31, 2003 and 2002 and December 31, 2002	1

	Consolidated Statements of Income for the Three Months Ended March 31, 2003 and 2002	2

	Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31, 2003 and 2002	3

	Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2003 and 2002	4

	Notes to Consolidated Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	8

	Selected and Supplemental Financial Data	19

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21

Item 4.	Controls and Procedures	22

PART II.	Other Information

Item 1.	Legal Proceedings	23

Item 2	Change in Securities	23

Item 3.	Defaults Upon Senior Securities	23

Item 4.	Submission of Matters to a Vote of Security Holders	23

Item 5.	Other Information	23

Item 6.	Exhibits and Reports on Form 8-K	23

	(a) Exhibits	23

	Reference is made to the Exhibit Index contained at the end of this report.

	(b) Reports on Form 8-K	23

	Signature	24

	Certifications	24

	Exhibit Index	26

BANK OF THE OZARKS, INC.

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except per share amounts)

Unaudited

	March 31,						December 31,
	2003			2002			2002
ASSETS
Cash and due from banks	$	30,154		$	17,662		$	24,755
Interest bearing deposits		424			226			427
Investment securities—available for sale		237,379			190,202			222,965
Investment securities—held to maturity		10,260			4,454			9,203
Federal funds sold		15,000			—			—
Loans		731,586			616,695			717,895
Allowance for loan losses		(11,124	)		(8,963	)		(10,936	)

Net loans		720,462			607,732			706,959
Premises and equipment, net		41,688			34,158			39,050
Foreclosed assets held for sale, net		373			547			333
Interest receivable		6,035			5,703			6,029
Goodwill		1,808			1,808			1,808
Intangible assets, net		825			977			863
Other		24,795			3,754			23,461

Total assets	$	1,089,203		$	867,223		$	1,035,853


LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits
Demand non-interest bearing	$	90,691		$	76,355		$	85,838
Savings and interest bearing transaction		327,968			247,649			312,637
Time		446,211			351,640			391,698

Total deposits		864,870			675,644			790,173
Repurchase agreements with customers		35,892			17,570			20,739
Other borrowings		88,611			92,866			129,366
Accrued interest and other liabilities		5,899			5,547			5,407

Total liabilities		995,272			791,627			945,685


Guaranteed preferred beneficial interest in the Company’s subordinated debentures		17,250			17,250			17,250

Stockholders’ equity
Preferred stock; $0.01 par value, 1,000,000 shares authorized, no shares issued and outstanding		—			—			—
Common stock; $0.01 par value, 10,000,000 shares authorized, 7,834,260, 7,568,960 (split adjusted) and 7,752,910 shares shares issued and outstanding at March 31, 2003, March 31, 2002 and December 31, 2002, respectively		79			38			78
Additional paid-in capital		18,402			14,410			17,010
Retained earnings		58,450			45,358			54,755
Accumulated other comprehensive (loss) income		(250	)		(1,460	)		1,075

Total stockholders’ equity		76,681			58,346			72,918

Total liabilities and stockholders’ equity	$	1,089,203		$	867,223		$	1,035,853

See accompanying notes to consolidated financial statements.

BANK OF THE OZARKS, INC.

CONSOLIDATED STATEMENTS OF INCOME

(Dollars in thousands, except per share amounts)

Unaudited

	Three Months Ended March 31,
	2003			2002
Interest income
Loans	$	12,692		$	11,802
Investment securities – taxable		2,902			2,361
– nontaxable		281			214
Deposits with banks and federal funds sold		8			4

Total interest income		15,883			14,381

Interest expense
Deposits		3,311			3,833
Repurchase agreements with customers		65			56
Other borrowings		1,233			1,158

Total interest expense		4,609			5,047


Net interest income		11,274			9,334
Provision for loan losses		(750	)		(550	)

Net interest income after provision for loan losses		10,524			8,784


Other income
Service charges on deposit accounts		1,674			1,505
Mortgage lending income		1,042			494
Trust income		237			162
Bank owned life insurance income		284			—
Loss on sale of securities		—

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