<PAGE>
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 Quarter ended September 30, 2000
[_] Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period ___ to ___
Commission File Number 000-24553
CNBT BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Texas 76-0575815
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
5320 Bellaire Boulevard
Bellaire, Texas 77401
(Address of principal executive offices, including zip code)
(713) 661-4444
(Registrant's 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 and Exchange Act
of 1934 ("Act") 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 [_]
At October 30, 2000, 4,941,361 shares of CNBT Bancshares, Inc., common stock,
$1.00 par value, were outstanding.
<PAGE>
CNBT BANCSHARES, INC.
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets at September 30, 2000 and 1999
and at December 31, 1999..................................... 3
Consolidated Statements of Income for the Three Months
Ended September 30, 2000 and 1999 and the Nine Months
Ended September 30, 2000 and 1999............................ 4
Consolidated Statements of Comprehensive Income for the
Three Months Ended September 30, 2000 and 1999 and the
Nine Months Ended September 30, 2000 and 1999................ 5
Consolidated Statements of Stockholders' Equity for the
Year Ended December 31, 1999 and for the Nine Months
Ended September 30, 2000..................................... 6
Consolidated Statements of Cash Flows for the Nine Months
Ended September 30, 2000 and 1999............................ 7
Notes to Interim Consolidated Financial Statements........... 8
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Overview..................................................... 10
Results of Operations........................................ 10
Financial Condition.......................................... 16
Merger with BOK Financial Corporation........................ 23
Item 3. Quantitative and Qualitative Disclosures About Market Risk... 23
PART II. OTHER INFORMATION
Item 1. Legal Proceedings............................................ 23
Item 6. Exhibits and Reports on Form 8-K............................. 24
SIGNATURES................................................................. 24
</TABLE>
2
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CNBT BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
September 30, December 31,
----------------------------
2000 1999 1999
----------- ----------- ------------
(Unaudited)
<S> <C> <C> <C>
ASSETS
Cash and due from banks.................................... $ 15,807 $ 13,379 $ 12,533
Due from banks - interest bearing overnight funds.......... 257 156 68
Investment securities available-for-sale................... 121,968 129,034 125,208
Investment securities held-to-maturity (approximate market
value of $104,251 and $119,188 at September 30, 2000
and 1999, respectively (unaudited), and $114,084 at
December 31, 1999........................................ 107,921 123,358 119,123
Loans, net................................................. 170,401 128,272 137,884
Bank premises and equipment, net........................... 9,877 8,622 9,859
Deferred income taxes receivable........................... 1,143 1,414 2,071
Other assets............................................... 4,336 3,142 5,022
----------- ----------- -----------
TOTAL ASSETS.................................................. $ 431,710 $ 407,377 $ 411,768
=========== =========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits
Demand................................................... $ 76,573 $ 72,193 $ 74,266
NOW Accounts............................................. 24,499 22,511 24,604
Savings.................................................. 8,270 8,270 7,742
Money market............................................. 96,371 98,674 97,361
Time, $100,000 and over.................................. 52,546 44,222 46,609
Other time............................................... 99,438 98,821 95,451
----------- ----------- -----------
TOTAL DEPOSITS......................................... 357,697 344,691 346,033
Other borrowed funds....................................... 37,300 30,000 34,079
Accrued interest and other liabilities..................... 3,000 2,209 1,786
Federal income taxes payable............................... 152 96 0
----------- ----------- -----------
TOTAL LIABILITIES...................................... 398,149 376,996 381,898
COMMITMENTS AND CONTINGENT LIABILITIES
STOCKHOLDERS' EQUITY
Common stock, $1.00 par value, 30,000,000 shares
authorized, 5,100,461 shares issued and 4,941,361 shares
outstanding at September 30, 2000 (unaudited),
5,071,114 shares issued and 4,913,014 outstanding at
September 30, 1999 (unaudited), 5,081,114 shares issued
and 4,923,014 shares outstanding at December 31, 1999.... 5,100 5,071 5,081
Surplus.................................................... 21,963 21,908 21,926
Retained earnings.......................................... 10,084 7,463 8,272
Accumulated other comprehensive income; net unrealized
losses on available-for-sale securities, net of deferred
income benefit of $1,024, $1,274, and $1,969 at
September 30, 2000 and 1999 (unaudited), and
December 31, 1999, respectively.......................... (1,988) (2,473) (3,821)
----------- ----------- -----------
35,159 31,969 31,458
Less: treasury stock at cost; 159,100 shares at September
30, 2000 (unaudited) and 158,100 shares at September 30,
1999 (unaudited) and at December 31, 1999................ (1,598) (1,588) (1,588)
----------- ----------- -----------
TOTAL STOCKHOLDERS' EQUITY............................. 33,561 30,381 29,870
----------- ----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY.................... $ 431,710 $ 407,377 $ 411,768
=========== =========== ===========
</TABLE>
See accompanying notes to interim consolidated financial statements.
3
<PAGE>
CNBT BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
-------------------- ------------------------
2000 1999 2000 1999
---------- -------- ----------- -----------
<S> <C> <C> <C> <C>
INTEREST INCOME
Interest and fees on loans............................. $ 4,175 $ 2,986 $ 11,492 $ 8,509
Interest on investment securities:
Taxable.............................................. 2,967 3,044 8,936 8,879
Nontaxable........................................... 747 780 2,294 2,272
----------- ----------- ----------- -----------
Total interest on investment securities................ 3,714 3,824 11,230 11,151
----------- ----------- ----------- -----------
TOTAL INTEREST INCOME................................ 7,889 6,810 22,722 19,660
INTEREST EXPENSE
Interest on deposits and FHLB borrowings............... 4,099 3,197 11,472 9,291
----------- ----------- ----------- -----------
Net interest income.................................. 3,790 3,613 11,250 10,369
PROVISION FOR LOAN LOSSES................................. 225 150 570 450
----------- ----------- ----------- -----------
Net interest income after provision
for loan losses.................................... 3,565 3,463 10,680 9,919
OTHER INCOME
Service fees........................................... 660 617 1,920 1,770
Net realized gains (losses) on sale of
available-for-sale securities........................ 0 0 (18) 26
Other operating income................................. 227 77 453 252
----------- ----------- ----------- -----------
TOTAL OTHER INCOME................................... 887 694 2,355 2,048
OTHER EXPENSES
Salaries and employee benefits......................... 1,438 1,396 4,434 4,051
General and administrative............................. 370 352 1,136 1,010
Data processing........................................ 253 256 723 714
FDIC assessments....................................... 17 10 52 28
Occupancy expenses, net................................ 204 156 607 462
Equipment maintenance.................................. 190 148 513 440
Postage and printing fees.............................. 94 88 273 308
Professional fees...................................... 200 150 465 420
----------- ----------- ----------- -----------
TOTAL OTHER EXPENSES................................. 2,766 2,556 8,203 7,433
----------- ----------- ----------- -----------
INCOME BEFORE FEDERAL INCOME TAXES........................ 1,686 1,601 4,832 4,534
Applicable federal income taxes........................ 405 387 996 880
----------- ----------- ----------- -----------
NET INCOME................................................ $ 1,281 $ 1,214 $ 3,836 $ 3,654
=========== =========== =========== ===========
Earnings per common share:
Basic Earnings Per Share............................. $ .26 $ .25 $ .78 $ .74
=========== =========== =========== ===========
Diluted Earnings Per Share........................... $ .26 $ .24 $ .77 $ .73
=========== =========== =========== ===========
</TABLE>
See accompanying notes to interim consolidated financial statements.
4
<PAGE>
CNBT BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in thousands, except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------ -------------------------
2000 1999 2000 1999
----------- ----------- ----------- -----------
(Unaudited)
<S> <C> <C> <C> <C>
Net income............................................ $ 1,281 $ 1,214 $ 3,836 $ 3,654
Other comprehensive income (loss), net of tax:
Unrealized gains (losses) on securities:
Unrealized holding gains (losses) arising
during period.................................... 722 (1,444) 1,821 (4,176)
Less: reclassification adjustment for (gains)
losses included in net income.................... 0 0 12 (16)
----------- ----------- ----------- -----------
722 (1,444) 1,833 (4,192)
----------- ----------- ----------- -----------
Comprehensive income (loss)........................... $ 2,003 $ (230) $ 5,669 $ (538)
=========== =========== =========== ===========
</TABLE>
See accompanying notes to interim consolidated financial statements.
5
<PAGE>
CNBT BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Dollars in thousands, except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
Accumulated
Other
Common Stock Compre-
--------------------
Par Treasury Retained hensive
Shares Values Stock Surplus Earnings Income Total
--------- -------- -------- ------- -------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE, DECEMBER 31, 1998................ 4,910,201 $ 5,065 $ (1,561) $ 21,899 $ 6,264 $ 1,719 $ 33,386
Proceeds from exercise of stock
options.............................. 15,513 16 0 27 0 0 43
Cash dividends per share............... 0 0 0 0 (2,948) 0 (2,948)
Re-purchase stock...................... (2,700) 0 (27) 0 0 0 (27)
Comprehensive income:
Unrealized losses on investment
securities available-for-sale, net
of deferred income taxes of $2,854.. 0 0 0 0 0 (5,540) (5,540)
Net income........................... 0 0 0 0 4,956 0 4,956
--------- -------- -------- -------- -------- -------- ---------
Total comprehensive income............. (584)
---------
BALANCE, DECEMBER 31, 1999................ 4,923,014 5,081 (1,588) 21,926 8,272 (3,821) 29,870
Proceeds from exercise of stock
options (unaudited).................. 19,347 19 0 37 0 0 56
Cash dividends (unaudited)............. 0 0 0 0 (2,024) 0 (2,024)
Re-purchase stock (unaudited).......... (1,000) 0 (10) 0 0 0 (10)
Comprehensive income:
Unrealized gains on investment
securities available-for-sale,
net of deferred income tax
expense of $945 (unaudited)......... 0 0 0 0 0 1,833 1,833
Net income (unaudited)............... 0 0 0 0 3,836 0 3,836
--------- -------- -------- -------- -------- -------- ---------
Total comprehensive income (unaudited) 5,669
---------
BALANCE, SEPTEMBER 30, 2000 (UNAUDITED)... 4,941,361 $ 5,100 $ (1,598) $ 21,963 $ 10,084 $ (1,988) $ 33,561
========= ======== ======== ======== ======== ======== =========
</TABLE>
See accompanying notes to interim consolidated financial statements.
6
<PAGE>
CNBT BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
---------------------------------
2000 1999
------------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income..................................................... $ 3,836 $ 3,654
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation............................................... 433 337
Premium amortization net of discount accretion............. (48) 263
Provision for loan losses.................................. 570 450
Net realized gain on available-for-sale securities......... 18 (26)
(Gain) loss on disposal of bank premises and equipment
and other assets........................................ (10) 60
Provision (benefit) for deferred taxes..................... (17) (92)
Changes in assets and liabilities:
Accrued interest receivable................................ 894 1,049
Other assets............................................... (1,027) (245)
Accrued expenses........................................... 540 597
Accrued interest payable................................... 227 (77)
Federal income taxes payable/receivable.................... 202 110
------------- -------------
NET CASH PROVIDED BY OPERATING ACTIVITIES.................... 5,618 6,080
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of available-for-sale securities..................... (3,901) (17,828)
Proceeds from sales of available-for-sale securities........... 2,878 37,895
Proceeds from maturities of available-for-sale securities...... 7,008 9,232
Purchases of held-to-maturity securities....................... 0 (59,224)
Proceeds from maturities of held-to-maturity securities........ 11,265 15,468
Loans originated, net of principal collected................... (33,360) (18,988)
Proceeds from sales of other real estate and repossessed
assets....................................................... 1,052 445
Cash paid for bank premises and equipment...................... (451) (3,046)
------------- -------------
NET CASH USED IN INVESTING ACTIVITIES........................ (15,509) (36,046)
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in demand deposits, NOW, savings, and
money market accounts........................................ 1,740 12,252
Proceeds from sales of time deposits, net of payments
for maturing time deposits................................... 9,924 1,522
Net increase in other borrowed funds........................... 3,221 18,900
Proceeds from exercise of stock options........................ 56 15
Purchase of common stock....................................... (10) (27)
Dividends paid................................................. (1,577) (2,455)
------------- -------------
NET CASH PROVIDED BY FINANCING ACTIVITIES.................... 13,354 30,207
------------- -------------
NET INCREASE IN CASH AND CASH EQUIVALENTS......................... 3,463 241
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD.................. 12,601 13,294
------------- -------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD........................ $ 16,064 $ 13,535
============= =============
</TABLE>
See accompanying notes to interim consolidated financial statements.
7
<PAGE>
CNBT BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1999
(Unaudited)
(Dollars in thousands, except per share amounts)
(1) Basis of Presentation
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the rules and regulations of the Securities and
Exchange Commission. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring items) considered necessary for a fair presentation have
been included. Operating results for the periods ending September 30, 2000 and
1999 are not necessarily indicative of the annual results.
For further information, refer to the consolidated financial statements and
footnotes thereto included in the Annual Report on Form 10-K for the year-ended
December 31, 1999, of CNBT Bancshares, Inc. (the "Company") as filed with the
Securities and Exchange Commission.
(2) Earnings Per Common Share
Earnings per common share was computed based on the following (in
thousands, except per share amounts):
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------ ------------------------
2000 1999 2000 1999
----------- ----------- ----------- -----------
(Unaudited)
<S> <C> <C> <C> <C>
Net income................................... $ 1,281 $ 1,214 $ 3,836 $ 3,654
=========== =========== =========== ===========
Divided by weighted average common shares
and common share equivalents:
Weighted average common shares........ 4,941,361 4,911,282 4,933,746 4,910,810
Weighted average common share
equivalents......................... 68,593 63,363 50,101 63,108
----------- ----------- ----------- -----------
Total average common shares and
common share equivalents.................. 5,009,954 4,974,645 4,983,847 4,973,918
=========== =========== =========== ===========
Earnings per common share - Basic............ $ 0.26 $ 0.25 $ 0.78 $ 0.74
=========== =========== =========== ===========
Earnings per common share - Diluted.......... $ 0.26 $ 0.24 $ 0.77 $ 0.73
=========== =========== =========== ===========
</TABLE>
(3) Common Stock
The Board of Directors declared cash dividends to be payable to
stockholders of record for the quarters ending March 31, 1999, June 30, 1999,
September 30, 1999 and December 31, 1999 of $0.10 per share. A special dividend
for $0.20 per share was declared at March 31, 1999 in addition to the regular
quarterly dividend. A cash dividend was declared for the quarter ended March 31,
2000 of $0.10 per share. Cash dividends were declared for $0.12 per share for
the quarters ended June 30, 2000 and September 30, 2000. Also, a special cash
dividend of $0.07 was declared for the quarter ended September 30, 2000.
As of September 30, 2000, an additional 44,830 shares of common stock were
issuable (without regard to vesting restrictions) upon exercise of outstanding
employee stock options.
8
<PAGE>
(4) Comprehensive Income
Comprehensive income is comprised of net income and all changes to
stockholders' equity, except those due to investments by owners (changes in paid
in capital) and distributions to owners (dividends). For the three and nine
month periods ending September 30, 2000 and 1999, unrealized holding gain
(losses) on debt and equity securities available-for-sale is the only other
comprehensive income component. The following table sets forth the amounts of
other comprehensive income included in equity along with the related tax effect
for the three and nine months ending September 30, 2000 and 1999:
<TABLE>
<CAPTION>
Three Months Ended
------------------------------------------------------------------
September 30, 2000 September 30, 1999
------------------------------- -------------------------------
Tax Net Tax Net
Expense of Tax Expense of Tax
Pretax (Benefit) Amount Pretax (Benefit) Amount
-------- --------- -------- -------- --------- --------
<S> <C> <C> <C> <C> <C> <C>
Net unrealized gain (loss) on
securities available-for-sale...... $ 1,094 $ (372) $ 722 $ (2,188) $ 744 $ (1,444)
Less: reclassification adjustment
for net (gain) loss realized in
net income......................... 0 0 0 0 0 0
-------- --------- -------- -------- --------- --------
Other comprehensive income (loss).... $ 1,094 $ (372) $ 722 $ (2,188) $ 744 $ (1,444)
======== ========= ======== ======== ========= ========
<CAPTION>
Nine Months Ended
------------------------------------------------------------------
September 30, 2000 September 30, 1999
------------------------------- -------------------------------
Tax Net Tax Net
Expense of Tax Expense of Tax
Pretax (Benefit) Amount Pretax (Benefit) Amount
-------- --------- -------- -------- --------- --------
<S> <C> <C> <C> <C> <C> <C>
Net unrealized gain (loss) on
securities available-for-sale...... $ 2,760 $ (939) $ 1,821 $ (6,327) $ 2,151 $ (4,176)
Less: reclassification adjustment
for net (gain) loss realized in
net income......................... 18 (6) 12 (26) 10 (16)
-------- --------- -------- -------- --------- --------
Other comprehensive income (loss).... $ 2,778 $ (945) $ 1,833 $ (6,353) $ 2,161 $ (4,192)
======== ========= ======== ======== ========= ========
</TABLE>
(5) General
CNBT Bancshares, Inc., a Texas corporation, was incorporated under the laws
of the State of Texas on April 8, 1998, primarily to serve as a holding company
for the Bank. All requisite regulatory approvals and the satisfaction of all
other conditions to the organization of the Bank into a holding company
structure have been completed. The reorganization was effective on July 2, 1998.
For further discussion of the holding company formation, the reader is directed
to the Company's Form S-4 Registration Statement (File No. 333-50039) filed with
the Securities and Exchange Commission on April 14, 1998, as amended.
9
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Overview
CNBT Bancshares, Inc. (the "Company") is a bank holding company
headquartered in Bellaire, Texas, which derives substantially all of its income
from the operation of its wholly-owned bank subsidiary, Citizens National Bank
of Texas (the "Bank"). The Company was formed in July 1998 as a bank holding
company for the Bank, which was chartered in 1983.
For the nine months ended September 30, 2000, the Company had net income
of $ 3.8 million, an increase of $100,000 or 2.7% from the same period in 1999.
This earnings growth was due primarily to an increase in net interest income,
which resulted from strong loan growth. Net income per share, basic and diluted,
increased to $0.78 and $0.77, respectively, for the nine months ended September
30, 2000, from $0.74 and $0.73 for the same time period in 1999. The Company's
annualized return on average assets was 1.22% and the annualized return on
average common equity was 16.30% for the nine months ended September 30, 2000,
compared to 1.24% and 15.31% for the same time period in 1999.
Total assets increased to $431.7 million at September 30, 2000, from $407.4
million at September 30, 1999, an increase of $24.3 million or 6.0%, and from
$411.8 million at December 31, 1999, an increase of $19.9 million or 4.8%. The
increase was due primarily to an increase in loans. Deposits increased to $357.7
million at September 30, 2000, from $344.7 million at September 30, 1999, an
increase of $13.0 million or 3.8%, and from $346.0 million at December 31, 1999,
an increase of $11.7 million or 3.4%. Borrowed funds also increased to $37.3
million at September 30, 2000, from $30.0 million at September 30, 1999, and
$34.1 million at December 31, 1999. Total stockholders' equity was $33.6 million
at September 30, 2000, representing an increase of $3.2 million or 10.5% from
total stockholders' equity of $30.4 million at September 30, 1999, and an
increase of $3.7 million or 12.4% from stockholders' equity of $29.9 million at
December 31, 1999.
Results of Operations
For The Nine Month Periods Ended September 30, 2000 and 1999
Net Interest Income
Net interest income for the nine months ended September 30, 2000, was $11.3
million, an increase of $900,000 or 8.7% from $10.4 million for the nine months
ended September 30, 1999. The Company's net interest margin was 3.78% and 3.73%
and the net interest spread was 2.72% and 2.77% for the nine months ended
September 30, 2000 and 1999, respectively. The increase in net interest margin
resulted from a larger increase in net interest income relative to the increase
in total average interest-earning assets. There was an increase in the yield on
total interest-earning assets of 0.56% along with an increase of 0.61% in the
rate paid on interest-bearing liabilities which resulted in a decrease in net
interest spread.
The increase in net interest income resulted primarily from an increase in
the loan portfolio. Interest income from loans increased to $11.5 million from
$8.5 million for the nine months ended September 30, 2000 and 1999,
respectively, an increase of $3.0 million or 35.3%. The yield in the loan
portfolio increased to 9.89% for the nine months ended September 30, 2000, from
9.56% for the nine months ended September 30, 1999. Interest income from the
securities portfolio increased to $11.2 million for the nine months ended
September 30, 2000 from $11.1 million for the nine months ended September 30,
1999. The yield on the securities portfolio increased to 6.19% for the nine
months ended September 30, 2000 from 5.91% for the period ended September 30,
1999. Partially offsetting the interest income growth was an increase in
interest expense, which grew to $11.5 million for the nine months ended
September 30, 2000, compared to $9.3 million for the nine months ended September
30, 1999. This resulted from a strong increase in average borrowings.
10
<PAGE>
The following table presents, for the periods indicated, the total dollar
amount of average balances, interest income from average interest-earning assets
and the resulting yields, as well as the interest expense on average interest-
bearing liabilities, expressed both in dollars and rates. No tax equivalent
adjustments were made and all average balances are average daily balances.
Nonaccruing loans have been included in the tables as loans carrying a zero
yield.
<TABLE>
<CAPTION>
Nine Months Ended Nine Months Ended
September 30, 2000 September 30, 1999
-------------------------------- ---------------------------------
Average Interest Average Average Interest Average
Outstanding Earned/ Yield/ Outstanding Earned/ Yield/
Balance Paid Rate Balance Paid Rate
----------- -------- ------- ----------- -------- -------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Assets
Interest-earning assets:
Loans................................... $ 154,962 $ 11,492 9.89% $ 118,668 $ 8,509 9.56%
Securities.............................. 241,473 11,214 6.19 250,662 11,106 5.91
Federal funds sold and other earning
assets................................ 218 16 9.79 871 45 6.89
----------- -------- ----------- ---------
Total interest-earning assets....... 396,653 22,722 7.64 370,201 19,660 7.08
Less: allowance for loan losses........... 1,436 1,237
----------- -----------
Total earning assets, net of allowance..... 395,217 368,964
Nonearning assets.......................... 25,455 22,490
----------- -----------
Total Assets........................ $ 420,672 $ 391,454
=========== ===========
Liabilities and Stockholders' equity
Interest-bearing liabilities:
Interest-bearing demand deposits........ $ 25,160 $ 412 2.18% $ 23,444 $ 273 1.55%
Savings and money market accounts....... 101,274 2,995 3.94 100,706 2,648 3.51
Certificates of deposit................. 146,924 6,358 5.77 141,916 5,524 5.19
Borrowed funds.......................... 37,466 1,707 6.07 21,382 846 5.28
----------- -------- ----------- ---------
Total interest-bearing liabilities.. 310,824 11,472 4.92 287,448 9,291 4.31
-------- ---------
Noninterest-bearing liabilities:
Noninterest-bearing demand deposit...... 76,293 70,428
Other liabilities....................... 2,184 1,751
----------- -----------
Total liabilities................... 389,301 359,627
Stockholders' equity....................... 31,371 31,827
----------- -----------
Total liabilities and stockholders'
equity........................... $ 420,672 $ 391,454
=========== ===========
Net interest income........................ $ 11,250 $ 10,369
======== =========
Net interest spread (1).................... 2.72% 2.77%
Net interest margin (2).................... 3.78% 3.73%
</TABLE>
(1) The interest rate spread is the difference between the average yield in
interest-earning assets and the average rate paid on interest-bearing
liabilities.
(2) The net interest margin is equal to the net interest income divided by the
average interest-earning assets.
11
<PAGE>
The following tables present for the periods indicated the dollar amount of
changes in interest income and interest expense for the major components of
interest-earning assets and interest-bearing liabilities and distinguishes
between the increase related to higher outstanding balances and the volatility
of interest rates:
<TABLE>
<CAPTION>
Nine Months Ended
September 30, 2000 vs. 1999
------------------------------------------------
Increase (Decrease)
Due to
-------------------------------
Volume Rate Total
------------- ------------- -------------
(Dollars in thousands)
<S> <C> <C> <C>
Interest-earning assets:
Loans............................................. $ 2,476 $ 507 $ 2,983
Securities........................................ (578) 686 108
Other earning assets.............................. (36) 7 (29)
------------- ------------- -------------
Total increase (decrease) in interest income.... 1,862 1,200 3,062
Interest-bearing liabilities:
Interest-bearing demand deposits.................. (19) 158 139
Savings and money market accounts................. (96) 443 347
Certificates of deposit........................... (19) 853 834
Borrowed funds.................................... 562 299 861
------------- ------------- -------------
Total increase (decrease) in interest expense... 428 1,753 2,181
------------- ------------- -------------
Increase (decrease) in net interest income........... $ 1,434 $ (553) $ 881
============= ============= =============
</TABLE>
Provisions for Loan Losses
The provision for loan losses was $570,000 for the nine months ended
September 30, 2000, and $450,000 for the same period in 1999, an increase of
$120,000 or 26.7%.
Noninterest Income
Noninterest income for the nine months ended September 30, 2000, increased
to $2.4 million. The following table presents, for the periods indicated, the
major categories of noninterest income:
Nine Months Ended
September 30,
---------------------------
2000 1999
---------- ----------
(Dollars in thousands)
Service fees............................. $ 1,920 $ 1,770
Net realized gains (losses) on sale of
available-for-sale securities.......... (18) 26
Other operating income................... 453 252
---------- ----------
Total noninterest income................. $ 2,355 $ 2,048
========== ==========
For the nine months ended September 30, 2000, service fees on deposit
accounts were $1.9 million as compared to $1.8 million for the same period in
1999, an increase of $100,000 or 5.6%. Losses on the sale of available for sale
securities was $18,000 for the nine-month period ended September 30, 2000 as
compared to gains of $26,000 for the same period in 1999. Other operating income
increased to $453,000 for the nine months ended September 30, 2000 as compared
to $252,000 at September 30, 1999. This was primarily the result of refunds
received from the State of Texas from amended franchise tax returns in the
amount of $134,000. Deposit accounts grew from 26,176 at September 30, 1999 to
28,430 at September 30, 2000.
12
<PAGE>
Noninterest Expenses
In the nine-month period ended September 30, 2000, noninterest expenses
increased $800,000 or 10.8% to $8.2 million from the 1999 comparable period. For
the nine months ended September 30, 2000, the efficiency ratio, calculated by
dividing total noninterest expenses (excluding securities gains and losses) by
net interest income plus noninterest income increased to 60.4% for the nine
months ended September 30, 2000, from 60.0% for the nine months ended September
30, 1999. This increase was primarily due to a greater increase in salaries and
employee benefits along with other general and administrative expenses in
relation to the increase in income.
Salaries and employee benefit expense and general administrative expenses,
for the nine months ended September 30, 2000, was $5.6 million, an increase of
$500,000 or 9.8% from $5.1 million in the same period of 1999. The increase was
due to additional personnel required to accommodate the growth and the opening
of a new branch office in northwest Houston. Total full-time equivalent
employees at September 30, 2000, increased to 124 from 119 at September 30,
1999.
Occupancy expense and equipment maintenance increased to $1.1 million for
the nine-month period ended September 30, 2000, from $902,000 for the nine-month
period ended September 30, 1999. Major categories included within occupancy
expense are building lease expense, depreciation expense, and maintenance
expense. Depreciation expense increased to $433,000 for the nine-month period
September 30, 2000, an increase of $95,000 or 28.1% from $338,000 for the same
period in 1999. This increase was primarily due to additional depreciation on
new equipment purchases and the opening of the Northwest branch during September
1999. Maintenance expense for the nine-month period ended September 30, 2000,
was $241,000, an increase of $26,000 or 12.1% over the same period in 1999.
Data processing expense for the nine-month period ended September 30, 2000,
was $723,000, as compared to $714,000 for the same period in 1999, an increase
of $9,000 or 1.3%.
Income Taxes
The income tax provision includes both current and deferred income tax
amounts using the statutory rates currently in effect. The amount of income tax
expense is influenced by the amount of taxable income, the amount of tax-exempt
income, the amount of nondeductible interest expense, and the amount of other
nondeductible expenses. In the first nine months of 2000, income tax expense was
$996,000, an increase of $116,000 or 13.2% from $880,000 of income tax expense
for the same period in 1999. The higher income tax expense in the first nine
months of 2000 compared to the first nine months of 1999 is principally due to
the increase in taxable income and other changes in temporary differences. The
effective tax rates were 20.6% for the nine months ended September 30, 2000, and
19.4% for the nine months ended September 30, 1999.
For the Three Months Periods Ended September 30, 2000 and 1999
Net interest income for the three months ended September 30, 2000, was $3.8
million, an increase of $200,000 or 5.6% from $3.6 million for the three months
ended September 30, 1999. The Company's net interest margin was 3.76% and 3.81%
and the net interest spread was 2.64% and 2.84% for the three months ended
September 30, 2000 and 1999, respectively. The decrease in net interest margin
resulted from a smaller increase in the yield on total interest-earning assets
of 0.66% compared to a greater increase of 0.86% in the rate paid on interest-
bearing liabilities which also resulted in a decrease in net interest spread.
The increase in net interest income resulted from an increase in the loan
portfolio. Interest income from loans increased to $4.2 million from $3.0
million for the three months ended September 30, 2000 and 1999, respectively, an
increase of $1.2 million or 40.0%. The yield in the loan portfolio increased to
10.01% for the three months ended September 30, 2000, from 9.58% for the three
months ended September 30, 1999. Interest income from the securities portfolio
decreased to $3.7 million for the three months ended September 30, 2000, from
$3.8 million for the three months ended September 30, 1999, a $100,000 or 2.6%
decrease. This was due primarily to a 7.6% decrease in average securities held
that was offset by an increase in the yield from 5.99% to 6.29% for the three
months ended September 30, 2000, compared to the same period in 1999. Partially
offsetting the interest income growth was an increase in interest expense, which
grew to $4.1 million for the three months ended September 30, 2000, compared to
$3.2 million for the three months ended September 30, 1999. This increase was
the result of strong growth in average borrowings.
13
<PAGE>
The following table presents, for the periods indicated, the total dollar
amount of average balances, interest income from average interest-earning assets
and the resulting yields, as well as the interest expense on average interest-
bearing liabilities, expressed both in dollars and rates. No tax equivalent
adjustments were made and all average balances are average daily balances.
Nonaccruing loans have been included in the tables as loans carrying a zero
yield.
<TABLE>
<CAPTION>
Three Months Ended Three Months Ended
September 30, 2000 September 30, 1999
-------------------------------- ---------------------------------
Average Interest Average Average Interest Average
Outstanding Earned/ Yield/ Outstanding Earned/ Yield/
Balance Paid Rate Balance Paid Rate
----------- -------- ------- ----------- -------- -------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Assets
Interest-earning assets:
Loans................................... $ 166,904 $ 4,175 10.01% $ 124,650 $ 2,986 9.58%
Securities.............................. 235,608 3,707 6.29 254,936 3,818 5.99
Federal funds sold and other earning
assets................................ 423 7 6.62 204 6 11.76
----------- -------- ----------- ---------
Total interest-earning assets....... 402,935 7,889 7.83 379,790 6,810 7.17
Less: allowance for loan losses........... 1,531 1,304
----------- -----------
Total earning assets, net of allowance..... 401,404 378,486
Nonearning assets.......................... 25,934 19,258
----------- -----------
Total Assets........................ $ 427,338 $ 397,744
=========== ===========
Liabilities and Stockholders' equity
Interest-bearing liabilities:
Interest-bearing demand deposits........ $ 26,136 $ 153 2.34% $ 23,229 $ 92 1.58%
Savings and money market accounts....... 102,551 1,071 4.18 105,512 939 3.56
Certificates of deposit................. 150,611 2,294 6.09 140,969 1,828 5.19
Borrowed funds.......................... 36,534 581 6.36 25,406 338 5.32
----------- -------- ----------- ---------
Total interest-bearing liabilities.. 315,832 4,099 5.19 295,116 3,197 4.33
-------- ---------
Noninterest-bearing liabilities
Noninterest-bearing demand deposit...... 76,551 72,432
Other liabilities....................... 2,410 514
----------- -----------
Total liabilities................... 394,793 368,062
Stockholders' equity....................... 32,545 29,682
----------- -----------
Total liabilities and stockholders'
equity............................ $ 427,338 $ 397,744
=========== ===========
Net interest income........................ $ 3,790 $ 3,613
======== =========
Net interest spread (1).................... 2.64% 2.84%
Net interest margin (2).................... 3.76% 3.81%
</TABLE>
(1) The interest rate spread is the difference between the average yield in
interest-earning assets and the average rate paid on interest-bearing
liabilities.
(2) The net interest margin is equal to the net interest income divided by the
average interest-earning assets.
14
<PAGE>
The following tables present for the periods indicated the dollar amount of
changes in interest income and interest expense for the major components of
interest-earning assets and interest-bearing liabilities and distinguishes
between the increase related to higher outstanding balances and the volatility
of interest rates:
<TABLE>
<CAPTION>
Three Months Ended
September 30, 2000 vs. 1999
------------------------------------------------
Increase (Decrease)
Due to
------------------------------- -------------
Volume Rate Total
------------- ------------- -------------
(Dollars in thousands)
<S> <C> <C> <C>
Interest-earning assets:
Loans............................................. $ 484 $ 705 $ 1,189
Securities........................................ (823) 712 (111)
Other earning assets.............................. 22 (21) 1
------------- ------------- -------------
Total increase (decrease) in interest income.... (317) 1,396 1,079
Interest-bearing liabilities:
Interest-bearing demand deposits.................. (138) 199 61
Savings and money market accounts................. (495) 627 132
Certificates of deposit........................... (897) 1,363 466
Borrowed funds.................................... (134) 377 243
------------- ------------- -------------
Total increase (decrease) in interest expense... (1,664) 2,566 902
------------- ------------- -------------
Increase (decrease) in net interest income...... $ 1,347 $ (1,170) $ 177
============= ============= =============
</TABLE>
Provisions for Loan Losses
The provision for loan losses was $225,000 for the three months ended
September 30, 2000, and $150,000 for the same period in 1999, an increase of
$75,000 or 50.0%.
Noninterest Income
Noninterest income for the three months ended September 30, 2000, increased
to $887,000. The following table presents, for the periods indicated, the major
categories of noninterest income:
Three Months Ended
September 30,
---------------------------
2000 1999
---------- ----------
(Dollars in thousands)
Service fees....................... $ 660 $ 617
Net realized gains on sale of
available-for-sale securities.... 0 0
Other operating income............. 227 77
---------- ----------
Total noninterest income........... $ 887 $ 694
========== ==========
For the three months ended September 30, 2000, service fees on deposit
accounts were $660,000 as compared to $617,000 for the same period in 1999, an
increase of $43,000 or 7.0%. Other operating income increased to $227,000 for
the three months ending September 30, 2000 as compared to $77,000 at September
30, 1999. This increase was primarily the result of amended franchise tax
returns that resulted in a refund of $134,000.
Noninterest Expenses
In the three-month period ended September 30, 2000, noninterest expenses
increased $200,000 or 7.7% to $2.8 million from the 1999 comparable period. The
efficiency ratio, calculated by dividing total noninterest expenses (excluding
securities gains and losses) by net interest income plus noninterest income
decreased to 59.1% for the three
15
<PAGE>
months ended September 30, 2000, from 59.3% for the three months ended September
30, 1999. This decrease was primarily due to a greater increase in noninterest
income in relation to the increase in salaries and employee benefits along with
other general and administrative expenses.
Salaries and employee benefit expense and general administrative expenses,
for the three months ended September 30, 2000, was $1.8 million, an increase of
$100,000 or 5.9% from $1.7 million in the same period of 1999. The increase was
due to additional personnel required to accommodate the growth and the opening
of a new branch office in northwest and west Houston.
Occupancy expense and equipment maintenance increased to $394,000 for the
three-month period ended September 30, 2000, from $304,000 for the three-month
period ended September 30, 1999. Major categories included within occupancy
expense are building lease expense, depreciation expense, and maintenance
expense. Depreciation expense for the three month period ended September 30,
2000 was $147,000 as compared to $113,000 for the same period ended September
30, 1999. Maintenance expense for the three-month period ended September 30,
2000, was $94,000, an increase of $25,000 or 36.2% over the same period in 1999.
Data processing expense for the three-month period ended September 30,
2000, was $253,000, as compared to $256,000 for the same period in 1999, a
decrease of $3,000 or 1.2%.
Income Taxes
The income tax provision includes both current and deferred income tax
amounts using the statutory rates currently in effect. The amount of income tax
expense is influenced by the amount of taxable income, the amount of tax-exempt
income, the amount of nondeductible interest expense, and the amount of other
nondeductible expenses. In the third quarter of 2000, income tax expense was
$405,000, an increase of $18,000 or 4.7% from $387,000 of income tax expense for
the same period in 1999. The higher income tax expense in the third quarter of
2000 compared to the same three months of 1999 is principally due to the
increase in nontaxable income and other changes in temporary differences. The
effective tax rates were 24.0% for the quarter ended September 30, 2000, and
24.2% for the quarter ended September 30, 1999.
Financial Condition
Loan Portfolio
Loans, net of unearned interest, were $172.0 million at September 30, 2000,
an increase of $32.8 million or 23.6% from $139.2 million at December 31, 1999.
At September 30, 2000, loans as a percentage of assets and deposits were 39.8%
and 48.1%, respectively.
The following table summarizes the loan portfolio of the Bank by type of
loan as of September 30, 2000 and December 31, 1999:
<TABLE>
<CAPTION>
September 30, 2000 December 31, 1999
---------------------------- --------------------------
Amount Percent Amount Percent
------------- ----------- ------------- -----------
(Dollars in thousands)
<S> <C> <C> <C> <C>
Commercial and industrial....................... $ 34,048 19.8% $ 30,278 21.8%
Real estate:
Construction and land development........... 22,926 13.3 17,602 12.6
1-4 family residential...................... 21,566 12.6 16,570 11.9
Commercial owner occupied................... 48,563 28.2 33,858 24.3
Other....................................... 2,686 1.6 705 0.5
Consumer........................................ 42,194 24.5 40,198 28.9
------------- ------- ------------- -------
Total loans................................. $ 171,983 100.0% $ 139,211 100.0%
============= ======= ============= =======
</TABLE>
16
<PAGE>
Nonperforming Assets
The Bank's lending policies have resulted in strong asset quality.
Nonperforming assets were $569,000 at September 30, 2000, compared to $1.3
million at December 31, 1999. This resulted in a ratio of nonperforming assets
to loans plus other real estate of 0.33% and 0.92% at September 30, 2000, and
December 31, 1999, respectively, and a ratio of nonperforming assets to total
assets of 0.13% at September 30, 2000 and 0.31% at December 31, 1999.
The Bank has well developed procedures in place to maintain a high quality
loan portfolio. These procedures include credit quality policies that begin with
approval of lending policies and underwriting guidelines by the Board of
Directors, an independent loan review conducted by outside organizations, as
well as internal review procedures, low individual lending limits for officers,
Loan Committee approval for large credit relationships, and quality loan
documentation procedures. The Bank's lending officers and loan personnel
identify and analyze weaknesses in the portfolio and report credit risk changes
on a monthly basis to the Bank's Board of Directors. The Bank performs monthly
and quarterly concentration analyses based on collateral types, business lines,
large credit sizes, and officer portfolio loads. The Bank also monitors its
delinquency levels for any negative or adverse trends. There can be no
assurance, however, that the Bank's loan portfolio will not become subject to
increasing pressures from deteriorating borrower credit due to general economic
conditions.
The Bank generally places a loan on nonaccrual status and ceases accruing
interest when loan payment performance is deemed unsatisfactory. All loans past
due 90 days, however, are placed on nonaccrual status, unless the loan is both
well collateralized and in the process of collection. Cash payments received
while a loan is classified as nonaccrual are recorded as a reduction of
principal as long as doubt exists as to collection. The Bank is sometimes
required to revise a loan's interest rate or repayment terms in a troubled debt
restructuring.
The following table presents information regarding nonperforming assets at
September 30, 2000 and December 31, 1999:
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
------------- -------------
(Dollars in thousands)
<S> <C> <C>
Nonaccrual loans............................................. $ 0 $ 54
Accruing loans 90 or more days past due...................... 343 358
Restructured loans........................................... 130 31
Other real estate and foreclosed property.................... 96 850
------------- -------------
Total nonperforming assets................................ $ 569 $ 1,293
============= =============
Nonperforming assets to total loans and other real estate.... 0.33% 0.92%
Nonperforming assets to total assets......................... 0.13% 0.31%
</TABLE>
Allowance for Loan Losses
The allowance for loan losses is a reserve established through charges to
earnings in the form of a provision for loan losses. Based on an evaluation of
the loan portfolio, management presents a monthly review of the allowance for
loan losses to the Board of Directors, indicating any changes in the allowance
since the last review and any recommendations as to adjustments in the
allowance. In making its evaluation, management considers the diversification by
industry of the Bank's commercial loan portfolio, the effect of changes in the
local real estate market on collateral values, the results of recent regulatory
examinations, the effects on the loan portfolio of current economic indicators
and their probable impact on borrowers, the amount of charge-offs for the
period, the amount of nonperforming loans and related collateral security, the
evaluation of its loan portfolio by the loan review function, and the annual
examination of the Bank's financial statements by its independent auditors.
Charge-offs occur when loans are deemed to be uncollectible.
In order to determine the adequacy of the allowance for loan losses,
management considers the risk classification or delinquency status of loans and
other factors, such as collateral value, portfolio composition, trends in
economic conditions, and the financial strength of borrowers. Management
establishes specific allowances for loans which management believes require
reserves greater than those allocated according to their classification or
delinquent status.
17
<PAGE>
An unallocated allowance is also established based on the Bank's historical
charge-off experience. The Bank then charges to operations a provision for loan
losses determined on an annualized basis to maintain the allowance for loan
losses at an adequate level determined according to the foregoing methodology.
Management believes that the allowance for loan losses at September 30,
2000, is adequate to cover losses inherent in the portfolio as of such date.
There can be no assurance, however, that the Bank will not sustain losses in
future periods, which could be greater than the size of the allowance at
September 30, 2000.
The following table presents, for the periods indicated, an analysis of the
allowance for loan losses and other related data:
<TABLE>
<CAPTION>
Nine Months
Ended Year Ended
September 30, December 31,
2000 1999
------------- -------------
(Dollars in thousands)
<S> <C> <C>
Allowance for loan losses at beginning of period.................. $ 1,327 $ 1,183
Provision for loan losses......................................... 570 600
Charge-offs....................................................... (421) (714)
Recoveries........................................................ 106 258
------------- -------------
Allowance for loan losses at end of period........................ $ 1,582 $ 1,327
============= =============
<CAPTION>
September 30, December 31,
2000 1999
------------- -------------
<S> <C> <C>
Allowance to period-end loans..................................... 0.92% 0.95%
Net charge-offs (recoveries) to average loans..................... 0.20% 0.37%
Allowance to period-end nonperforming loans....................... 334.46% 299.55%
</TABLE>
Securities
The Company's securities portfolio as of September 30, 2000, totaled $229.9
million as compared to $244.3 million at December 31, 1999, and $252.4 million
at September 30, 1999. The year-to-date decrease of $14.4 million or 5.9% is a
result of the shift of proceeds of maturing securities to the loan portfolio.
The Company is required to classify its debt and equity securities into one of
three categories: held-to-maturity, trading or available-for-sale. Investments
in debt securities are classified as held-to-maturity and measured at amortized
cost in the financial statements only if management has the intent and ability
to hold these securities to maturity. Securities that are bought and held
principally for the purposes of selling them in the near term are classified as
trading and measured at fair value in the financial statements with unrealized
gains and losses included in earnings. Securities not classified as either held-
to-maturity or trading are classified as available-for-sale and measured at fair
value in the financial statements with unrealized gains and losses reported, net
of tax in a separate components of stockholders' equity until realized. The
value of available-for-sale securities fluctuates with the change in prevailing
interest rates. Gains and losses on sales of securities are determined using the
specific-identified method.
As of September 30, 2000, the held-to-maturity portfolio totaled $107.9
million and the available-for-sale portfolio totaled $122.0 million. The net
unrealized loss in the available-for-sale portfolio was $3.0 million as of
September 30, 2000. The Company tracks but does not record market changes on its
held-to-maturity portfolio. At September 30, 2000, the market value of the
held-to-maturity portfolio was $104.3 million.
18
<PAGE>
The following table presents the amortized cost of securities classified as
available-for-sale and their approximate fair values at September 30, 2000, and
December 31, 1999:
<TABLE>
<CAPTION>
September 30, 2000
-----------------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gain Loss Value
------------- ------------ ------------ -------------
(Dollars in thousands)
<S> <C> <C> <C> <C>
U.S. Government and agency securities....... $ 35,923 $ 0 $ (951) $ 34,972
Mortgage-backed securities.................. 28,010 15 (409) 27,616
Obligations of state and political
subdivisions.............................. 57,615 197 (1,839) 55,973
Other securities............................ 3,407 0 0 3,407
------------- ------------ ------------ -------------
Total securities............................ $ 124,955 $ 212 $ (3,199) $ 121,968
============= ============ ============ =============
<CAPTION>
December 31, 1999
-----------------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gain Loss Value
------------- ------------ ------------ -------------
(Dollars in thousands)
<S> <C> <C> <C> <C>
U.S. Government and agency securities....... $ 35,877 $ 0 $ (1,289) $ 34,588
Mortgage-backed securities.................. 32,066 28 (583) 31,511
Obligations of state and political
subdivisions.............................. 60,489 50 (3,966) 56,573
Other securities............................ 2,536 0 0 2,536
------------- ------------ ------------ -------------
Total securities......................... $ 130,968 $ 78 $ (5,838) $ 125,208
============= ============ ============ =============
</TABLE>
The following table presents the amortized cost of securities classified as
held-to-maturity and their approximate fair values at September 30, 2000, and
December 31, 1999:
<TABLE>
<CAPTION>
September 30, 2000
-----------------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gain Loss Value
------------- ------------ ------------ -------------
(Dollars in thousands)
<S> <C> <C> <C> <C>
U.S. Government and agency securities....... $ 17,693 $ 0 $ (637) $ 17,056
Mortgage-backed securities.................. 90,228 41 (3,074) 87,195
------------- ------------ ------------ -------------
Total securities......................... $ 107,921 $ 41 $ (3,711) $ 104,251
============= ============ ============ =============
</TABLE>
19
<PAGE>
<TABLE>
<CAPTION>
December 31, 1999
-----------------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gain Loss Value
------------- ------------ ------------ -------------
(Dollars in thousands)
<S> <C> <C> <C> <C>
U.S. Government and agency securities....... $ 17,633 $ 0 $ (812) $ 16,821
Mortgage-backed securities.................. 101,490 58 (4,285) 97,263
------------- ------------ ------------ -------------
Total securities.......................... $ 119,123 $ 58 $ (5,097) $ 114,084
============= ============ ============ =============
</TABLE>
U.S. Government and agency securities are primarily securities issued by
the Federal National Mortgage Association (Fannie Mae) ("FNMA"), Federal Home
Loan Bank ("FHLB"), and Federal Home Loan Mortgage Corporation (Freddie Mac)
("FHLMC"). Mortgage-backed securities are securities that have been developed by
pooling a number of real estate mortgages and are principally issued by federal
agencies such as the FNMA, FHLMC and the Governmental National Mortgage
Association (Ginnie Mae) ("GNMA"). These securities have high credit ratings,
and minimum regular monthly cash flows of principal and interest are guaranteed
by the agencies. The Company has no mortgage-backed securities that have been
issued by non-agency entities.
Deposits
Total deposits as of September 30, 2000, were $357.7 million, as compared
to $344.7 million at September 30, 1999, an increase of $13.0 million or 3.8%,
resulting from growth in same location deposits, combined with the additional
deposits of the branch offices. When compared to total deposits of $346.0
million on December 31, 1999, the amount at September 30, 2000, represents a
year-to-date increase of $11.7 million, as the deposit growth experienced in
1999 continued through the first nine months of 2000.
Non-interest bearing demand deposits at September 30, 2000, were $76.6
million, as compared to $72.2 million at September 30, 1999, an increase of $4.4
million or 6.1%. When compared to non-interest bearing demand deposits of $74.3
million on December 31, 1999, the September 30, 2000, amount represents a
year-to-date decrease of $2.3 million. The percentage of non-interest bearing
deposits to total deposits as of September 30, 2000, continued strong at 21.4%.
The Bank offers a variety of deposit accounts having a wide range of
interest rates and terms. The Bank's deposits consist of demand, savings, NOW
accounts, money market, and time accounts. The Bank relies primarily on
advertising, competitive pricing policies, and customer service to attract and
retain these deposits. As of September 30, 2000, the Bank had no deposits
classified as brokered funds. Deposits provide generally all the funding for the
Bank's lending and investment activities and the interest paid for deposits must
be managed carefully to control the level of interest expense.
20
<PAGE>
The Bank's ratios of average non-interest bearing deposits to average total
deposits at September 30, 2000, and December 31, 1999, were 21.8%, and 21.1%,
respectively. The daily average balances and weighted average rates paid on
deposits for the nine month period ended September 30, 2000 and the year ended
December 31, 1999, are presented below:
<TABLE>
<CAPTION>
Nine Months Ended Year Ended
September 30, 2000 December 31, 1999
---------------------------- ----------------------------
Amount Rate Amount Rate
------------- ---------- ------------- ----------
(Dollars in thousands)
<S> <C> <C> <C> <C>
NOW accounts................................ $ 25,160 2.18% $ 23,540 1.57%
Regular savings............................. 8,057 2.13 8,086 1.98
Money Market................................ 93,217 4.10 94,397 3.67
CDs less than $100,000...................... 76,244 5.71 79,551 5.16
CDs $100,000 and over....................... 49,307 5.90 41,027 5.26
IRAs & QRPs................................. 21,373 5.70 21,643 5.36
------------- ----- ------------- -----
Total interest-bearing deposits........... 273,358 4.76 268,244 4.25
Noninterest-bearing deposits................ 76,293 0 71,658 0
------------- ----- ------------- -----
Total deposits.............................. $ 349,651 3.72% $ 339,902 3.36%
============= ===== ============= =====
</TABLE>
The following table sets forth the maturity and repricing of the Bank's
certificates of deposit that are $100,000 or greater at September 30, 2000, and
December 31, 1999:
September 30, December 31,
2000 1999
------------- ------------
(Dollars in thousands)
3 months or less................ $ 14,502 $ 15,004
Between 3 months and 1 year..... 26,333 21,061
Over 1 year..................... 11,711 10,544
------------- ------------
Total CDs $100,000 and over..... $ 52,546 $ 46,609
============= ============
Borrowings
Other borrowings generally represent borrowings from the FHLB with
maturities ranging from one to thirty days. Information relating to these
borrowings as of September 30, 2000, is summarized as follows:
September 30, December 31,
2000 1999
------------- ------------
(Dollars in thousands)
Other borrowings:
Average........................ $ 37,466 $ 22,637
Period-end..................... 37,300 34,079
Maximum month-end balance during
period (all FHLB borrowings)..... 42,100 34,079
Interest rate:
Average........................ 6.08% 5.32%
Period-end (weighted average).. 6.46% 5.30%
At period ending September 30, 2000, the Bank had a borrowing program in
effect. The Bank borrowed $8.0 million with a 10 year stated maturity and a 5
year lockout. Those borrowings consist of $6.1 million at 5.19% and $1.9 million
at 5.24%.
21
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Interest Rate Sensitivity
The Company analyzes its interest rate risk position by use of a
simulation model and shock analysis. As of September 30, 2000, the simulation
model indicates that, in the event of a 200 basis point increase in underlying
market interest rates, the Company's net interest income would decrease 13.9%.
Correspondingly, in the event of a 200 basis point decrease in market interest
rates, the Company's net interest income would increase by 13.0%. The results of
this "rate shock test", which assumes a parallel shift in the yield curve,
indicate that the present mix of interest earning assets and interest-bearing
liabilities should provide reasonable protection from changes in interest rates.
However, because the Company maintains a significant percentage of its assets in
investment securities and a significant portion of its investment securities
consist of fixed rate securities rather than adjustable rate securities, a rapid
increase or decrease in interest rates could have a greater adverse effect on
the Company's net interest margin and results of operation. The simulation model
also provides a detailed interest rate sensitivity gap ("GAP") analysis, which
the Company uses as a secondary source in analyzing its asset/liability mix. At
September 30, 2000, the GAP measurement of interest rate sensitive assets minus
interest rate sensitive liabilities divided by total assets indicates a
cumulative negative GAP of 32.6% through one year and a cumulative positive GAP
of 5.6% for all periods. The Company seeks to maintain the cumulative GAP to
total assets within 35% for one year.
The Company's Investment-Asset/Liability Committee has adopted specific
investment policies directed at reducing the length of maturity of securities
that it purchases and shifting a portion of the securities portfolio to
adjustable rate securities.
Capital Resources and Liquidity
Stockholders' equity increased to $33.6 million at September 30, 2000, from
$29.9 million at December 31, 1999, an increase of $3.7 million or 12.4%. This
increase was attributable to $3.8 million in earnings offset by an increase in
the net unrealized gain on securities of $1.8 million and payment of dividends
of $2.0 million. Cash dividends were declared for March 31, 2000 for $0.10 per
share, June 30, 2000 for $0.12 per share, and for September 30, 2000 for $0.12
per share plus an additional $0.07 per share to be paid on or about October 15,
2000.
Liquidity involves the Company's ability to raise funds through asset
growth and reduce assets to meet deposit withdrawals and other payment
obligations, to maintain reserve requirements, and to operate the Company on an
ongoing basis. During the nine months ended September 30, 2000, the Company's
liquidity needs have primarily been met by growth in deposits and FHLB
borrowings, as previously discussed. The cash position was further supplemented
by the amortization of the securities and loan portfolios. Additionally, access
to borrowed funds from the FHLB were utilized to take advantage of investment
opportunities.
FHLB advances may be utilized from time to time as either a short-term
funding source or a long-term funding source. FHLB advances can be particularly
attractive as a long-term funding source to balance interest rate sensitivity
and reduce interest rate risk. These borrowing programs are available as either
a short-term financing arrangement (usually with maturities ranging from 1-35
days) or as a long-term financing arrangement. Under either of these two
arrangements, the Company is required to hold a certain amount of FHLB stock.
Generally, FHLB borrowings are limited to a maximum of 75% of the Company's 1-4
family mortgage loans before specific collateral is required. A secondary source
of collateral is the delivery of eligible securities. At September 30, 2000, the
Company had approximately $133.7 million in eligible securities maintained in
safekeeping at the FHLB. In addition, the Company may deliver other collateral
which includes credit card and installment loans and are usually assigned a
loan-to-value ratio of approximately 90%. Total advances are limited to 50% of
assets or total eligible collateral, whichever is less. At September 30, 2000,
the Company had total potential borrowings (without purchasing addition stock)
of $14.7 million.
The Bank's risk-based capital ratios remain above the levels designated as
"well capitalized". At September 30, 2000, the Bank's tier I capital to assets,
tier I risk-based capital, and tier I leverage ratios were 8.23%, 16.32% and
8.45%, respectively.
22
<PAGE>
Merger with BOK Financial Corporation
On August 18, 2000, the Company entered into an Agreement and Plan of
Merger (the "Merger Agreement") with BOK Financial Corporation, an Oklahoma
corporation, and BOKF Merger Corporation Number Ten, a Texas corporation,
providing for the merger of BOK Merger Corporation with and into the Company. As
a result of the merger, the Company will become a wholly-owned subsidiary of BOK
Financial and each share of common stock, $1.00 par value, of the Company
outstanding immediately prior to the effective time of the merger will be
converted into the right to receive an amount equal to (i) $92,000,000 minus the
amount of investment banking fees paid by the Company in connection with the
transaction, which are estimated to be approximately $552,000, divided by (ii)
the number of shares of CNBT common stock outstanding on the effective date of
the merger.
As of September 30, 2000, there were 4,941,361 shares of CNBT common stock
issued and outstanding. In addition, the Company has outstanding options to
purchase an additional 139,670 shares of CNBT common stock. All outstanding
options will be exercised prior to closing and will be treated on a net basis.
The aggregate net profit in options is estimated to be approximately $1,372,000.
Proceeds to CNBT common stock (excluding options) are estimated to be
approximately $90,032,000 or $18.22 per share.
The Merger Agreement provides that $1 million of the merger consideration
will be held back for one year to cover any claims that may be made for breach
of any representations and warranties. Accordingly, proceeds to CNBT common
stock (excluding options) at the effective time of the merger are estimated to
be $89,043,000 or $18.02 per share. If no claims are made against the escrow
account, holders of CNBT common stock would receive an additional payment of
approximately $0.20 per share plus interest one year following the effective
time of the merger.
Consummation of the merger is subject to the satisfaction of certain
conditions, including approval of the Company's stockholders and receipt of all
necessary approvals by all government agencies of the transactions contemplated
by the Merger Agreement. The Company has scheduled a special meeting of
stockholders for November 28, 2000, to vote on the merger. The Merger Agreement
provides that the merger cannot be effected prior to January 3, 2001. It is
expected that consummation of the merger will occur as soon as practicable after
the satisfaction of all such conditions after January 3, 2001.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
The Company's primary market risk exposure is interest rate risk. For
information regarding the interest rate risk exposure of the Company's financial
instruments, see "Management's Discussion and Analysis of Financial Condition
and Results of Operation - Interest Rate Sensitivity" on page 22. The Company's
financial instruments generally are not subject to market risks associated with
foreign currency exchange rate risk, commodity price risk, or other market risks
or price risks (such as equity price risk). The Company did not use derivative
financial instruments (such as futures, forwards, swaps, options, and other
financial instruments with similar characteristics) to manage its interest rate
risk during the quarter ended September 30, 2000.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
The Bank is a party to a legal proceeding, which arose in the ordinary
course of business. While the outcome of this claim cannot be predicated with
certainty, management believes that the ultimate resolution of this matter will
not have a material adverse impact on the Company's financial condition or
results of operation.
23
<PAGE>
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
Exhibit No. Item
----------- ----
11 Computation of Earnings Per Share (Included as Note (2)
to Interim Consolidated Financial Statements on page 8
of this Form 10-Q)
27 Financial Data Schedule
(b) Reports on Form 8-K.
Current Report on Form 8-K filed on August 21, 2000, Item 5. Other
Events
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused the report to be signed on its behalf by the
undersigned thereunto duly authorized.
CNBT BANCSHARES, INC.
(Registrant)
By /s/ B. RALPH WILLIAMS November 8, 2000
---------------------------------- ---------------------------
B. Ralph Williams, President and Date
Chief Executive Officer
By /s/ RANDALL W. DOBBS November 8, 2000
---------------------------------- ---------------------------
Randall W. Dobbs, Executive Vice Date
President/Cashier and Chief
Operations Officer
24
