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, 2003
Commission file number 0-27652
REPUBLIC BANCSHARES, INC.
(Exact Name of Registrant As Specified In Its Charter)
| FLORIDA | 59-3347653 | |
| (State of incorporation) | (IRS Employer Identification No.) | |
| 111 2nd Avenue N.E., St. Petersburg, FL | 33701 | |
| (Address of Principal Office) | (Zip Code) | |
(727) 823-7300
(Registrants Telephone Number, Including Area Code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No ¨
Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act.
Yes x No ¨
At July 31, 2003, 13,253,863 shares of the registrants $2.00 par value common stock were outstanding.
INDEX
| Page | ||
| Part I. FINANCIAL INFORMATION |
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| Item 1. Financial Statements (unaudited) |
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| Consolidated Balance SheetsJune 30, 2003 and December 31, 2002 |
1 | |
| Consolidated Statements of OperationsThree and six month periods ended June 30, 2003 and 2002 |
2 | |
| 3 | ||
| 3 | ||
| Consolidated Statements of Cash FlowsThree and six month periods ended June 30, 2003 and 2002 |
4 | |
| 5 | ||
| 14 | ||
| Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations |
17 | |
| Item 3. Quantitative and Qualitative Disclosures about Market Risk |
27 | |
| 28 | ||
| Part II. OTHER INFORMATION |
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| 29 | ||
| 31 | ||
| 32 | ||
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
Statements contained in this Quarterly Report on Form 10-Q (other than the financial statements and statements of historical fact), including, without limitation, statements as to our expectations and beliefs presented under the caption, Managements Discussion and Analysis of Financial Condition and Results of Operations constitute forward-looking statements. Forward-looking statements are made based upon our expectations and beliefs concerning events, many of which, by their nature are inherently uncertain and outside of our control and include such statements as anticipated benefits from cost reductions. It is possible that our actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in these forward-looking statements.
We caution readers that the assumptions which form the basis for forward-looking statements, with respect to or that may impact our future earnings, include many factors that are beyond our ability to control or estimate precisely. Some factors include: the adequacy of our loan loss allowance; the outcome of our pending claim on our Financial Institutions Bond; our ability to achieve fee income growth; the potential effect on results of operations from an unfavorable outcome from several pending legal contingencies; the market demand and acceptance of our loan and deposit products; the impact of competitive products; fluctuations in operating results; retaining key personnel; and changes in economic conditions, such as inflation or fluctuations in interest rates.
While we periodically reassess material trends and uncertainties affecting our results of operations and financial condition in connection with our preparation of managements discussion and analysis contained in our quarterly report, we do not intend to review or revise any particular forward-looking statement referenced herein.
REPUBLIC BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETSJune 30, 2003 and December 31, 2002
($ in thousands, except share data; unaudited)
| June 30, 2003 |
December 31, 2002 |
|||||||
| ASSETS |
||||||||
| Cash and due from banks |
$ | 58,797 | $ | 51,162 | ||||
| Interest bearing deposits in banks |
16,915 | 14,061 | ||||||
| Federal funds sold |
26,995 | 11,588 | ||||||
| Cash and cash equivalents |
102,707 | 76,811 | ||||||
| Securities: |
||||||||
| Available for sale |
900,838 | 820,108 | ||||||
| Trading |
7,611 | 7,815 | ||||||
| FHLB stock |
15,786 | 15,261 | ||||||
| Loans held for sale |
42,861 | 37,416 | ||||||
| Loans |
1,580,377 | 1,475,869 | ||||||
| Allowance for loan losses |
(27,279 | ) | (27,987 | ) | ||||
| Net loans |
1,553,098 | 1,447,882 | ||||||
| Premises and equipment, net |
37,961 | 38,508 | ||||||
| Other real estate owned, net |
2,055 | 16,787 | ||||||
| Accrued interest receivable |
10,091 | 10,622 | ||||||
| Goodwill |
2,726 | 2,726 | ||||||
| Premium on deposits |
14,246 | 15,630 | ||||||
| Other assets |
44,975 | 36,783 | ||||||
| Total assets |
$ | 2,734,955 | $ | 2,526,349 | ||||
| LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
| Liabilities: |
||||||||
| Deposits- |
||||||||
| Noninterest bearing checking |
$ | 191,025 | $ | 162,716 | ||||
| Interest checking |
217,160 | 204,743 | ||||||
| Money market |
389,939 | 393,823 | ||||||
| Savings |
178,579 | 180,435 | ||||||
| Time deposits |
1,200,702 | 1,127,999 | ||||||
| Total deposits |
2,177,405 | 2,069,716 | ||||||
| Securities sold under agreements to repurchase and other borrowings |
41,600 | 30,913 | ||||||
| FHLB advances |
262,236 | 172,240 | ||||||
| Convertible subordinated debt |
14,735 | 29,332 | ||||||
| Other liabilities |
9,907 | 11,714 | ||||||
| Total liabilities |
2,505,883 | 2,313,915 | ||||||
| Company-obligated mandatorily redeemable preferred securities of subsidiary trust solely holding junior subordinated debentures of the Company |
28,750 | 28,750 | ||||||
| Stockholders equity: |
||||||||
| Common stock ($2.00 par; 20,000,000 shares authorized; 12,419,033 and 11,398,059 shares issued and outstanding at June 30, 2003 and December 31, 2002, respectively.) |
24,838 | 22,796 | ||||||
| Capital surplus |
143,357 | 129,860 | ||||||
| Retained earnings |
25,460 | 22,418 | ||||||
| Accumulated other comprehensive income |
6,667 | 8,610 | ||||||
| Total stockholders equity |
200,322 | 183,684 | ||||||
| Total liabilities and stockholders equity |
$ | 2,734,955 | $ | 2,526,349 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
1
REPUBLIC BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
($ in thousands, except share data; unaudited)
| For the Three Months Ended June 30, |
For the Six Months Ended June 30, |
|||||||||||||||
| 2003 |
2002 |
2003 |
2002 |
|||||||||||||
| INTEREST INCOME: |
||||||||||||||||
| Loans |
$ | 23,239 | $ | 25,446 | $ | 46,764 | $ | 51,083 | ||||||||
| Securities |
8,931 | 10,718 | 17,333 | 21,833 | ||||||||||||
| Federal funds sold & other investments |
225 | 274 | 442 | 574 | ||||||||||||
| Total interest income |
32,395 | 36,438 | 64,539 | 73,490 | ||||||||||||
| INTEREST EXPENSE: |
||||||||||||||||
| Deposits |
11,661 | 15,163 | 23,406 | 32,264 | ||||||||||||
| Securities sold under agreement to repurchase & other borrowings |
86 | 123 | 165 | 251 | ||||||||||||
| FHLB advances |
1,019 | 777 | 1,726 | 1,196 | ||||||||||||
| Holding company debt |
484 | 536 | 1,021 | 1,072 | ||||||||||||
| Total interest expense |
13,250 | 16,599 | 26,318 | 34,783 | ||||||||||||
| NET INTEREST INCOME |
19,145 | 19,839 | 38,221 | 38,707 | ||||||||||||
| PROVISION FOR LOAN LOSSES |
200 | 2,000 | 848 | 3,100 | ||||||||||||
| NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES |
18,945 | 17,839 | 37,373 | 35,607 | ||||||||||||
| NONINTEREST INCOME: |
||||||||||||||||
| Service charges on deposit accounts |
1,699 | 1,569 | 3,252 | 3,174 | ||||||||||||
| Loan service fees, net |
(901 | ) | 24 | (1,202 | ) | (37 | ) | |||||||||
| Other loan fee income |
547 | 754 | 1,059 | 1,322 | ||||||||||||
| Gains on loans & securities, net |
2,601 | 440 | 5,041 | 957 | ||||||||||||
| Other operating income |
326 | 508 | 719 | 1,146 | ||||||||||||
| Total noninterest income |
4,272 | 3,295 | 8,869 | 6,562 | ||||||||||||
| NONINTEREST EXPENSES: |
||||||||||||||||
| Salaries and employee benefits |
9,787 | 9,618 | 19,797 | 19,583 | ||||||||||||
| Net occupancy expense |
3,451 | 3,231 | 6,822 | 6,313 | ||||||||||||
| Advertising and marketing |
171 | 280 | 283 | 469 | ||||||||||||
| Data & item processing fees and services |
1,618 | 1,491 | 3,195 | 3,104 | ||||||||||||
| Loan collection costs |
32 | 644 | 129 | 914 | ||||||||||||
| Other operating expenses |
2,909 | 2,685 | 5,733 | 5,275 | ||||||||||||
| ORE expense (income), net |
1,576 | (429 | ) | 2,125 | (490 | ) | ||||||||||
| Amortization of premium on deposits |
692 | 692 | 1,384 | 1,384 | ||||||||||||
| Total noninterest expense |
20,236 | 18,212 | 39,468 | 36,552 | ||||||||||||
| Income before income taxes & minority interest |
2,981 | 2,922 | 6,774 | 5,617 | ||||||||||||
| Income tax expense |
(997 | ) | (1,098 | ) | (2,433 | ) | (2,126 | ) | ||||||||
| Income before minority interest |
1,984 | 2,824 | 4,341 | 3,491 | ||||||||||||
| Minority interest in income from subsidiary trust, net of tax |
(421 | ) | ||||||||||||||