BANK OF THE OZARKS INC - 10-Q Quarterly Report

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 September 30, 2004

¨	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 September 30, 2004
Common Stock, $0.01 par value per share		16,430,090

BANK OF THE OZARKS, INC.

FORM 10-Q

September 30, 2004

INDEX


PART I.	Financial Information

Item 1.	Consolidated Balance Sheets as of September 30, 2004 and 2003 and December 31, 2003	1

	Consolidated Statements of Income for the Three Months Ended September 30, 2004 and 2003 and the Nine Months Ended September 30, 2004 and 2003	2

	Consolidated Statements of Stockholders’ Equity for the Nine Months Ended September 30, 2004 and 2003	3

	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2004 and 2003	4

	Notes to Consolidated Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9

	Selected and Supplemental Financial Data	20

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22

Item 4.	Controls and Procedures	24

PART II.	Other Information

Item 1.	Legal Proceedings	25

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	25

Item 3.	Defaults Upon Senior Securities	25

Item 4.	Submission of Matters to a Vote of Security Holders	25

Item 5.	Other Information	25

Item 6.	Exhibits	25

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

	Signature	26

	Exhibit Index	27

BANK OF THE OZARKS, INC.

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except per share amounts)

Unaudited


	September 30,						December 31, 2003
	2004			2003			December 31, 2003
ASSETS
Cash and due from banks	$	30,609		$	28,124		$	28,405
Interest earning deposits		437			425			428
Investment securities - available for sale (“AFS”)		433,716			289,936			364,320
Loans and leases		1,073,754			860,051			909,147
Allowance for loan and lease losses		(15,888	)		(13,100	)		(13,820	)

Net loans and leases		1,057,866			846,951			895,327
Premises and equipment, net		57,927			48,009			50,251
Foreclosed assets held for sale, net		882			866			780
Accrued interest receivable		8,388			6,610			7,029
Intangible assets, net		6,755			6,439			6,375
Other		33,516			27,612			33,614

Total assets	$	1,630,096		$	1,254,972		$	1,386,529

LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits:
Demand non-interest bearing	$	120,315		$	110,049		$	106,586
Savings and interest bearing transaction		438,673			355,274			396,443
Time		703,425			529,248			559,035

Total deposits		1,262,413			994,571			1,062,064
Repurchase agreements with customers		45,863			43,390			29,898
Other borrowings		157,103			73,520			145,541
Subordinated debentures		44,331			46,651			46,651
Accrued interest and other liabilities		5,161			5,419			3,889

Total liabilities		1,514,871			1,163,551			1,288,043

Commitments and contingencies

Stockholders’ equity:
Preferred stock; $0.01 par value, 1,000,000 shares authorized, no shares issued and outstanding		—			—			—
Common stock; $0.01 par value, 50,000,000 shares authorized at September 30, 2004 and December 31, 2003 and 10,000,000 shares authorized at September 30, 2003; 16,430,090, 16,138,540 (split adjusted) and 16,232,540 shares issued and outstanding at September 30, 2004, September 30, 2003 and December 31, 2003, respectively		164			81			162
Additional paid-in capital		29,690			26,176			27,131
Retained earnings		86,566			66,733			71,293
Accumulated other comprehensive (loss) income		(1,195	)		(1,569	)		(100	)

Total stockholders’ equity		115,225			91,421			98,486

Total liabilities and stockholders’ equity	$	1,630,096		$	1,254,972		$	1,386,529

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 September 30,						Nine Months Ended September 30,
	2004			2003			2004			2003
Interest income:
Loans and leases	$	16,711		$	14,362		$	47,218		$	40,466
Investment securities:
Taxable		4,376			2,626			11,351			8,593
Tax-exempt		1,121			545			3,225			1,164
Deposits with banks and federal funds sold		5			4			14			19

Total interest income		22,213			17,537			61,808			50,242

Interest expense:
Deposits		4,423			3,209			11,504			9,852
Repurchase agreements with customers		152			82			301			235
Other borrowings		1,391			1,168			3,760			3,618
Subordinated debentures		339			420			1,695			1,237

Total interest expense		6,305			4,879			17,260			14,942

Net interest income		15,908			12,658			44,548			35,300
Provision for loan and lease losses		(1,040	)		(1,050	)		(2,830	)		(2,895	)

Net interest income after provision for loan and lease losses		14,868			11,608			41,718			32,405

Non-interest income:
Service charges on deposit accounts		2,520			2,043			7,068			5,698
Mortgage lending income		863			1,958			2,663			4,626
Trust income		390			493			1,049			1,042
Bank owned life insurance income		258			299			765			874
Gain on sale of securities		22			36			774			133
Other		578			318			1,509			890

Total non-interest income		4,631			5,147			13,828			13,263

Non-interest expense:
Salaries and employee benefits		5,526			5,186			15,350			13,765
Net occupancy and equipment		1,286			1,179			3,753			3,268
Other operating expenses		2,954			2,264			8,656			6,104

Total non-interest expense		9,766			8,629			27,759			23,137

Income before income taxes		9,733			8,126			27,787			22,531
Provision for income taxes		3,086			2,852			8,915			7,942

Net income	$	6,647		$	5,274		$	18,872		$	14,589

Basic earnings per share	$	0.40		$	0.33		$	1.15		$	0.92

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