<PAGE>
May 14, 1999
Securities and Exchange Commission
450 Fifth St., N.W.
Judiciary Plaza
Washington, D.C. 20549-1004
Via Edgar Electronic Filing System
In Re: File Number 0-1026
------------------
Gentlemen:
Pursuant to regulations of the Securities and Exchange Commission,
submitted herewith for filing on behalf of Whitney Holding Corporation (the
"Company") is the Company's Report on Form 10-Q for the period ended March 31,
1999.
This filing is being effected by direct transmission to the
Commission's EDGAR System.
Sincerely,
/s/ William L. Marks
-----------------------------------
William L. Marks
Chief Executive Officer and
Chief Financial Officer
(504) 586-7209
WLM/drm
<PAGE>
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
- --------------------------------------------------------------------------------
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period Commission file number 0-1026
ended March 31, 1999
WHITNEY HOLDING CORPORATION
(Exact name of registrant as specified in its charter)
Louisiana 72-6017893
(State of incorporation) (I.R.S. Employer
Identification No. )
228 St. Charles Avenue
New Orleans, Louisiana 70130
(Address of principal executive offices)
(504) 586-7272
(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 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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at April 30, 1999
----- -----------------------------
Common Stock, no par value 23,123,968
================================================================================
<PAGE>
<TABLE>
<CAPTION>
WHITNEY HOLDING CORPORATION
TABLE OF CONTENTS
Page
- -------------------------------------------------------------------------------------------------------------
<S> <C>
PART I. Financial Information
Item 1: Financial Statements:
Consolidated Balance Sheets 1
Consolidated Statements of Operations 2
Consolidated Statements of Change in Shareholders' Equity 3
Consolidated Statements of Cash Flows 4
Notes to Consolidated Financial Statements 5
Financial Highlights 7
Item 2: Management's Discussion and Analysis of Financial Condition
and Results of Operations 8
- -------------------------------------------------------------------------------------------------------------
PART II. Other Information
Item 1: Legal Proceedings 18
Item 2: Changes in Securities and Use of Proceeds 18
Item 3: Defaults Upon Senior Securities 18
Item 4: Submission of Matters to a Vote of Security Holders 18
Item 5: Other Information 18
Item 6: Exhibits and Reports on Form 8-K 18
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
- -------------------------------------------------------------------------------------------------------------------------
March 31 December 31
(dollars in thousands) 1999 1998
(unaudited)
- -------------------------------------------------------------------------------------------------------------------------
ASSETS
<S> <C> <C>
Cash and due from financial institutions $ 230,962 $ 214,963
Investment in securities
Securities available for sale 81,566 105,361
Securities held to maturity, fair values of $1,332,780 and $1,253,113, respectively 1,324,984 1,234,717
- -------------------------------------------------------------------------------------------------------------------------
Total investment in securities 1,406,550 1,340,078
Federal funds sold and short-term investments 140,704 151,510
Loans, net of unearned income of $1,750 and $1,704, respectively 3,193,257 3,270,581
Reserve for possible loan losses (40,981) (40,282)
- -------------------------------------------------------------------------------------------------------------------------
Net loans 3,152,276 3,230,299
- -------------------------------------------------------------------------------------------------------------------------
Bank premises and equipment 176,323 169,724
Accrued interest receivable 35,031 31,070
Other assets 78,109 74,275
- -------------------------------------------------------------------------------------------------------------------------
Total assets $ 5,219,955 $ 5,211,919
=========================================================================================================================
LIABILITIES
Non-interest-bearing demand deposits $1,161,707 $1,240,189
Interest-bearing deposits 3,036,651 3,016,473
- -------------------------------------------------------------------------------------------------------------------------
Total deposits 4,198,358 4,256,662
- -------------------------------------------------------------------------------------------------------------------------
Federal funds purchased and securities sold under repurchase agreements 408,375 355,322
Accrued interest payable 11,934 12,229
Accounts payable and other accrued liabilities 31,809 26,745
- -------------------------------------------------------------------------------------------------------------------------
Total liabilities 4,650,476 4,650,958
- -------------------------------------------------------------------------------------------------------------------------
SHAREHOLDERS' EQUITY
Common stock, no par value
Authorized - 100,000,000 shares
Issued - 23,725,705 and 23,669,700 shares, respectively 2,800 2,800
Capital surplus 139,915 138,848
Retained earnings 435,435 428,880
Accumulated other comprehensive income (396) (272)
Treasury stock at cost - 266,863 and 276,703 shares, respectively (4,538) (4,613)
Unearned restricted stock compensation (3,737) (4,682)
- -------------------------------------------------------------------------------------------------------------------------
Total shareholders' equity 569,479 560,961
- -------------------------------------------------------------------------------------------------------------------------
Total liabilities and shareholders' equity $ 5,219,955 $ 5,211,919
=========================================================================================================================
The accompanying notes are an integral part of these balance sheets.
</TABLE>
- 1 -
<PAGE>
<TABLE>
<CAPTION>
WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended
March 31
(unaudited)
- ------------------------------------------------------------------------------------------------------------------
(dollars in thousands, except per share data) 1999 1998
- ------------------------------------------------------------------------------------------------------------------
INTEREST INCOME
<S> <C> <C>
Interest and fees on loans $62,703 $58,893
Interest and dividends on investments
U.S. Treasury securities 3,098 5,088
U.S. agency securities 7,530 8,409
Mortgage-backed securities 7,772 6,837
Obligations of states and political subdivisions 2,227 1,831
Federal Reserve stock and other corporate securities 188 161
Interest on federal funds sold and short-term investments 1,182 1,376
- ------------------------------------------------------------------------------------------------------------------
Total interest income 84,700 82,595
- ------------------------------------------------------------------------------------------------------------------
INTEREST EXPENSE
Interest on deposits 25,979 26,488
Interest on federal funds purchased and securities sold under repurchase agreements 3,966 3,615
- ------------------------------------------------------------------------------------------------------------------
Total interest expense 29,945 30,103
- ------------------------------------------------------------------------------------------------------------------
NET INTEREST INCOME 54,755 52,492
PROVISION FOR POSSIBLE LOAN LOSSES 1,000 73
- ------------------------------------------------------------------------------------------------------------------
NET INTEREST INCOME AFTER PROVISION FOR POSSIBLE LOAN LOSSES 53,755 52,419
- ------------------------------------------------------------------------------------------------------------------
NON-INTEREST INCOME
Service charges on deposit accounts 7,199 6,201
Credit card income 2,777 2,214
Trust service fees 2,048 1,623
Secondary market mortgage fees 1,006 575
Other non-interest income 2,783 2,789
Securities transactions - 8
- ------------------------------------------------------------------------------------------------------------------
Total non-interest income 15,813 13,410
- ------------------------------------------------------------------------------------------------------------------
NON-INTEREST EXPENSE
Employee compensation 20,358 19,085
Employee benefits 4,028 3,212
- ------------------------------------------------------------------------------------------------------------------
Total personnel expense 24,386 22,297
Equipment and data processing expense 5,265 4,363
Net occupancy expense 4,036 3,402
Credit card processing services 2,091 1,652
Postage and communications 1,903 1,656
Ad valorem taxes 1,521 1,253
Stationery and supplies 1,136 980
Legal and professional fees 1,127 759
Other non-interest expense 6,968 6,277
- ------------------------------------------------------------------------------------------------------------------
Total non-interest expense 48,433 42,639
- ------------------------------------------------------------------------------------------------------------------
INCOME BEFORE INCOME TAXES 21,135 23,190
INCOME TAX EXPENSE 6,839 7,516
- ------------------------------------------------------------------------------------------------------------------
NET INCOME $14,296 $15,674
==================================================================================================================
EARNINGS PER SHARE
Basic $ .61 $ .67
Diluted $ .61 $ .67
WEIGHTED-AVERAGE SHARES OUTSTANDING
Basic 23,430,356 23,155,658
Diluted 23,504,367 23,451,853
- ------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
</TABLE>
- 2 -
<PAGE>
<TABLE>
<CAPTION>
WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(unaudited)
Accumulated Unearned
Other Restricted
Common Capital Retained Comprehensive Treasury Stock
(dollars in thousands, except per share data) Stock Surplus Earnings Income Stock Compensation Total
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1997 $ 2,800 $ 127,316 $ 403,892 $ 373 $ (3,685) $ (5,560) $ 525,136
- ---------------------------------------------------------------------------------------------------------------------------------
Comprehensive income:
Net income for 1998 - - 15,674 - - - 15,674
Change in unrealized net holding gain
(loss)on securities, net of
reclassification adjustments and taxes - - - 120 - - 120
- ---------------------------------------------------------------------------------------------------------------------------------
Total comprehensive income - - 15,674 120 - - 15,794
- ---------------------------------------------------------------------------------------------------------------------------------
Cash dividends declared, $.30 per share - - (6,258) - - - (6,258)
Cash dividends declared, merged entities (479) (479)
Exercise of stock options - 807 - - (426) - 381
Sales to employee benefit and
dividend reinvestment plans - 1,474 - - - - 1,474
Restricted stock activity - - - - - 691 691
- ---------------------------------------------------------------------------------------------------------------------------------
Balance at March 31, 1998 $ 2,800 $ 129,597 $ 412,829 $ 493 $ (4,111) $ (4,869) $ 536,739
=================================================================================================================================
- ---------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1998 $ 2,800 $ 138,848 $ 428,880 $ (272) $ (4,613) $ (4,682) $ 560,961
- ---------------------------------------------------------------------------------------------------------------------------------
Comprehensive income:
Net income for 1999 - - 14,296 - - - 14,296
Change in unrealized net holding gain
(loss)on securities, net of
reclassification adjustments and taxes - - - (124) - - (124)
- ---------------------------------------------------------------------------------------------------------------------------------
Total comprehensive income - - 14,296 (124) - - 14,172
- ---------------------------------------------------------------------------------------------------------------------------------
Cash dividends declared, $.33 per share - - (7,741) - - - (7,741)
Exercise of stock options - 548 - - 235 - 783
Sales to employee benefit and
dividend reinvestment plans - 623 - - - - 623
Restricted stock activity - (104) - - (160) 945 681
- ---------------------------------------------------------------------------------------------------------------------------------
Balance at March 31, 1999 $ 2,800 $ 139,915 $ 435,435 $ (396) $ (4,538) $ (3,737) $ 569,479
=================================================================================================================================
The accompanying notes are an integral part of these financial statements.
</TABLE>
- 3 -
<PAGE>
<TABLE>
<CAPTION>
WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
Three Months Ended
March 31
- ---------------------------------------------------------------------------------------------------------------------
(dollars in thousands) 1999 1998
- ---------------------------------------------------------------------------------------------------------------------
OPERATING ACTIVITIES
<S> <C> <C>
Net income $ 14,296 $ 15,674
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization 5,482 4,771
Amortization of intangibles 973 600
Deferred tax expense (benefit) (630) 438
Net gains on sales of investment securities - (8)
Provision for possible loan losses 1,000 73
Provision for losses on other real estate owned 42 28
Net gains on sales and other dispositions of foreclosed assets (21) (237)
Increase in accrued income taxes 7,668 6,820
Increase in accrued interest receivable and other assets (7,536) (2,268)
Decrease in accrued expenses and other liabilities (3,385) (4,026)
- ---------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 17,889 21,865
- ---------------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
Proceeds from maturities of investment securities held to maturity 115,152 153,234
Purchases of investment securities held to maturity (206,493) (72,648)
Proceeds from maturities of investment securities available for sale 23,628 28,118
Purchases of investment securities available for sale - -
Net decrease in loans 76,964 44,862
Net (increase) decrease in federal funds sold and short term investments 10,806 (110,853)
Proceeds from sales and other dispositions of foreclosed assets 240 1,331
Purchases of premises and equipment (11,110) (5,831)
Other, net 22 639
- ---------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY INVESTING ACTIVITIES 9,209 38,852
- ---------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
Net decrease in demand deposits, NOW, money market and savings deposits (63,846) (19,515)
Net increase (decrease) in time deposits 5,542 (18,334)
Net increase in federal funds purchased and securities sold under
repurchase agreements 53,053 4,327
Proceeds from issuance of stock 1,167 2,017
Purchases of treasury stock - (620)
Cash dividends (7,015) (6,244)
- ---------------------------------------------------------------------------------------------------------------------
NET CASH USED IN FINANCING ACTIVITIES (11,099) (38,369)
- ---------------------------------------------------------------------------------------------------------------------
INCREASE IN CASH AND CASH EQUIVALENTS 15,999 22,348
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 214,963 238,058
- ---------------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 230,962 $ 260,406
=====================================================================================================================
Cash received during the period for:
Interest income $ 80,739 $ 83,654
Cash paid during the period for:
Interest expense $ 30,240 $ 30,052
Income taxes $ - $ 33
The accompanying notes are an integral part of these financial statements.
</TABLE>
- 4 -
<PAGE>
WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The consolidated financial statements include the accounts of Whitney
Holding Corporation and its subsidiaries ("the Company"). All significant
intercompany balances and transactions have been eliminated. Prior year
financial statements have been restated to include the accounts of business
combinations accounted for as poolings-of-interests. Business combinations
accounted for as purchases are included from the respective dates of
acquisition. Certain balances for prior years have been reclassified to
conform to the current year's financial statement presentation.
In preparing the consolidated financial statements, the Company is
required to make estimates and assumptions that affect the amounts reported
in the consolidated financial statements and accompanying notes. Actual
results could differ from those estimates. The consolidated financial
statements reflect all adjustments which are, in the opinion of management,
necessary for a fair presentation of the financial condition, results of
operations, changes in shareholders' equity and cash flows for the interim
periods presented. Adjustments included herein are of a normal recurring
nature and include appropriate estimated provisions. Pursuant to rules and
regulations of the Securities and Exchange Commission, certain financial
information and disclosures have been condensed or omitted in preparing the
consolidated financial statements presented in this quarterly report form
10-Q.
The Company recommends that these financial statements should be read
in conjunction with the Company's 1998 annual report on Form 10-K.
NOTE 2 - EARNINGS PER SHARE
The components used to calculate basic and diluted earnings per share
are as follows:
- --------------------------------------------------------------------------------
Three Months Ended March 31
- --------------------------------------------------------------------------------
(dollars in thousands, except per share data) 1999 1998
- --------------------------------------------------------------------------------
Numerator:
Net income $ 14,296 $ 15,674
- --------------------------------------------------------------------------------
Effect of dilutive securities - -
- --------------------------------------------------------------------------------
Numerator for diluted earnings per share $ 14,296 $ 15,674
- --------------------------------------------------------------------------------
Denominator:
Weighted average shares outstanding 23,430,356 23,155,658
Effect of dilutive securities stock options 74,011 296,195
- --------------------------------------------------------------------------------
Denominator for diluted earnings per share 23,504,367 23,451,853
- --------------------------------------------------------------------------------
Earnings per share:
Basic $ .61 $ .67
Diluted $ .61 $ .67
- --------------------------------------------------------------------------------
Antidilutive stock options 331,750 -
================================================================================
- 5 -
<PAGE>
NOTE 3 - STOCK REPURCHASE PROGRAM
On March 24, 1999, the Company announced that its Board of Directors
had authorized a program to repurchase up to one million shares, or
approximately 4.3%, of its common stock. The stock will be purchased from
time to time through open market transactions or in negotiated private
transactions. The timing and ultimate number of shares to be repurchased
will be based upon such factors as the stock price, market and general
economic conditions. There is no set time limit in which to complete the
repurchases, and there are no specific plans for use of the shares which
might be repurchased, except for reissuances in connection with employee
stock option exercises or other employee stock plans.
No shares had been repurchased as of March 31, 1999. As of April 30,
1999, the Company had purchased 354,200 shares at a weighted average price
of $39.125 per share.
NOTE 4 - CONTINGENCIES
The Company and its subsidiaries are parties to various legal
proceedings arising in the ordinary course of business. After reviewing
pending and threatened actions with legal counsel, management believes that
the ultimate resolution of these actions will not have a material effect on
the Company's financial condition or results of operations.
- 6 -
<PAGE>
<TABLE>
<CAPTION>
WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
SELECTED FINANCIAL DATA
- --------------------------------------------------------------------------------------------------------------------------------
1999 1998
- --------------------------------------------------------------------------------------------------------------------------------
(dollars in thousands, except per share data) First Fourth Third Second First
Quarter Quarter Quarter Quarter Quarter
- --------------------------------------------------------------------------------------------------------------------------------
QUARTER-END BALANCE SHEET DATA
<S> <C> <C> <C> <C> <C>
Total assets $ 5,219,955 $ 5,211,919 $ 4,907,720 $ 4,742,488 $ 4,769,710
Earning assets 4,740,511 4,762,169 4,440,366 4,295,170 4,315,326
Investment in securities 1,406,550 1,340,078 1,183,617 1,300,609 1,362,305
Loans 3,193,257 3,270,581 3,171,422 2,914,649 2,818,367
Deposits 4,198,358 4,256,662 3,988,766 3,845,198 3,898,022
Shareholders' equity 569,479 560,961 554,564 547,823 536,739
- --------------------------------------------------------------------------------------------------------------------------------
AVERAGE BALANCE SHEET DATA
Total assets $ 5,192,831 $ 5,079,486 $ 4,812,321 $ 4,789,152 $ 4,744,201
Earning assets 4,728,438 4,622,708 4,392,199 4,374,009 4,326,763
Investment in securities 1,387,704 1,201,386 1,239,946 1,343,548 1,422,878
Loans 3,239,464 3,197,192 3,023,046 2,862,037 2,803,496
Deposits 4,183,433 4,093,579 3,885,729 3,878,803 3,860,698
Shareholders' equity 567,651 560,425 555,462 546,233 532,725
- --------------------------------------------------------------------------------------------------------------------------------
INCOME STATEMENT DATA
Interest income $ 84,700 $ 86,134 $ 84,102 $ 83,285 $ 82,595
Interest expense 29,945 31,129 31,164 30,588 30,103
Net interest income 54,755 55,005 52,938 52,697 52,492
Net interest income (TE) 56,120 56,245 54,118 53,825 53,667
Provision for possible loan losses 1,000 - - - 73
Non-interest income (exclusive of securities transactions) 15,813 15,212 13,767 17,551 13,402
Securities transactions - (2) 833 - 8
Non-interest expense 48,433 53,810 51,667 47,877 42,639
Net income 14,296 11,443 10,655 14,907 15,674
Net income, before tax-effected merger-related expenses 14,296 12,283 11,647 17,546 15,760
- --------------------------------------------------------------------------------------------------------------------------------
KEY RATIOS
Return on average assets 1.12% .89% .88% 1.25% 1.34%
Return on average shareholders' equity 10.21% 8.10% 7.61% 10.95% 11.93%
Net interest margin 4.79% 4.83% 4.89% 4.93% 5.00%
Tier 1 capital ratio 14.00% 13.81% 14.33% 15.74% 15.68%
Total capital ratio 15.07% 14.87% 15.49% 16.98% 16.93%
Leverage ratio 10.35% 10.39% 10.59% 11.10% 10.95%
Average shareholders' equity to average assets 10.93% 11.03% 11.54% 11.41% 11.23%
Shareholders' equity to total assets 10.91% 10.76% 11.30% 11.55% 11.25%
Average loans to average deposits 77.44% 78.10% 77.80% 73.79% 72.62%
Reserve for possible loan losses to loans 1.28% 1.23% 1.31% 1.49% 1.54%
Non-performing assets to loans plus foreclosed assets .48% .49% .52% .55% .43%
Reserve for possible loan losses to non-performing loans 301.15% 284.54% 289.99% 322.82% 425.52%
- --------------------------------------------------------------------------------------------------------------------------------
SELECTED COMMON SHARE DATA
Earnings Per Share
Basic $ .61 $ .49 $ .46 $ .64 $ .67
Basic, before tax-effected merger-related expenses $ .61 $ .53 $ .50 $ .76 $ .68
Diluted $ .61 $ .49 $ .45 $ .63 $ .67
Diluted, before tax-effected merger-related expenses$ .61 $ .52 $ .50 $ .75 $ .67
Dividends
Cash dividends per share $ .33 $ .30 $ .30 $ .30 $ .30
Dividend payout ratio 54.15% 61.21% 64.31% 42.55% 39.96%
Book Value Per Share $ 24.28 $ 23.98 $ 23.75 $ 23.54 $ 23.16
Trading Data
High stock price $ 38.25 $ 41.88 $ 51.25 $ 62.38 $ 63.38
Low stock price $ 32.19 $ 35.75 $ 36.63 $ 50.00 $ 51.13
Closing stock price $ 36.91 $ 37.50 $ 41.75 $ 50.75 $ 60.00
Trading volume 2,809,867 1,922,621 2,093,098 1,410,536 1,147,945
Average Shares Outstanding
Basic 23,430,356 23,394,769 23,346,820 23,233,261 23,155,658
Diluted 23,504,367 23,522,159 23,520,962 23,502,590 23,451,853
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
- 7 -
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The purpose of this discussion and analysis is to focus on significant
changes in the financial condition of Whitney Holding Corporation ("the Company"
or "Whitney") and its subsidiaries and on their results of operations during the
first quarters of 1999 and 1998. The Company's principal subsidiary is Whitney
National Bank ("the Bank"), in which virtually all of the Company's operations
are contained. This discussion and analysis is intended to highlight and
supplement information contained elsewhere in this Quarterly Report on Form
10-Q, particularly the preceeding Consolidated Financial Statements, Notes to
Consolidated Financial Statements and Selected Financial Data. This review
should also be read in conjunction with the Consolidated Financial Statements,
Notes to Consolidated Financial Statements and Management's Discussion and
Analysis of Financial Condition and Results of Operations in the 1998 Annual
Report on Form 10-K.
Prior year financial information has been restated to include the
accounts of acquired companies accounted for as poolings-of-interests.
Acquisitions accounted for as purchases are included from their respective dates
of acquisition.
OVERVIEW
Whitney earned $14.3 million, or $.61 per share, in the first quarter
of 1999, compared to $15.7 million, or $.67 per share, in last year's first
quarter. Return on average assets was 1.12%, and return on average shareholders'
equity was 10.21% for the current quarter. Return on average assets and return
on average equity were 1.34% and 11.93%, respectively, for the same quarter in
1998. The following key items impacted the first quarter's results:
o Non-interest income growth remained strong. Non-interest income,
excluding securities transactions, was 18% higher than in the
first quarter of last year. The largest dollar contribution was
from service charges on deposit accounts, which increased 16% from
the first quarter of 1998. Credit card income increased 25%, and
trust service fees improved 26% from the first quarter of 1998.
o Non-interest expense showed the positive effects of expense
control programs established in late 1998. Excluding conversion
and other merger-related expenses, non-interest expense was $48.4
million in the first quarter, down $4.1 million from $52.5 million
in the fourth quarter of 1998. Non-interest expense was $42.6
million in the first quarter of 1998 on the same basis.
Investments in additional key personnel and expenses related to
the addition of newly constructed branches and the acquired
branches in Lake Charles, Louisiana, contributed to the increase
in expenses in the first quarter of 1999 from the same quarter of
1998.
o Net interest income (TE) increased 5% from the first quarter of
1998. The net interest margin was 4.79% for the quarter, compared
to 5.00% in the first quarter of 1998.
o As expected, Whitney returned to providing for possible loan
losses during the first quarter. The provision for possible loan
losses was $1.0 million, compared to a nominal $73,000 from pooled
acquisitions in the first quarter of 1998.
FORWARD-LOOKING STATEMENTS
To the extent that this Quarterly Report on Form 10-Q contains
statements that are not historical facts, they should be considered
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements, made in good
faith by the Company, are based on a number of assumptions about future events
the realization of which are subject to various risks and uncertainties. Such
risks and uncertainties
- 8 -
<PAGE>
include, but are not limited to, those outlined in the Company's 1998 annual
report on Form 10-K. Actual results could differ materially from those referred
to in such statements.
FINANCIAL CONDITION
LOANS AND RESERVE FOR POSSIBLE LOAN LOSSES
Total loans of $3.2 billion at March 31, 1999 reflect a seasonal
decrease from $3.3 billion at December 31, 1998. Average loans for the first
quarter of 1999 were $3.2 billion, a 16% increase compared to $2.8 billion in
the first quarter of 1998. Loan growth continues to be broad-based, with the
most significant increases in commercial lending of all types.
Each loan carries a degree of credit risk. Management's evaluation of
this risk is reflected in its financial statements by the size of the reserve
for possible loan losses, the amount of loans charged off and the provision for
possible loan losses charged to operating expense. The following table
summarizes the activity in the reserve for possible loan losses for the first
quarter of 1999 compared with the same quarter of 1998.
TABLE 1. SUMMARY OF ACTIVITY IN THE RESERVE FOR POSSIBLE LOAN LOSSES
- --------------------------------------------------------------------------------
March 31
- --------------------------------------------------------------------------------
(dollars in thousands) 1999 1998
- --------------------------------------------------------------------------------
Balance at the beginning of quarter $40,282 $44,543
Provision for possible loan losses
charged to operations 1,000 73
Loans charged to the reserve
Commercial, financial and agricultural 1,452 2,171
Real estate 199 26
Loans to individuals 571 652
Lease financing 38 184
- --------------------------------------------------------------------------------
Total charge-offs 2,260 3,033
- --------------------------------------------------------------------------------
Recoveries of loans previously charged off
Commercial, financial and agricultural loans 1,198 825
Real estate 372 361
Loans to individuals 389 506
Lease financing - -
- --------------------------------------------------------------------------------
Total recoveries 1,959 1,692
- --------------------------------------------------------------------------------
Net charge-offs 301 1,341
- --------------------------------------------------------------------------------
Balance at the end of quarter $40,981 $43,275
================================================================================
Ratios
Gross annualized charge-offs to average loans .28% .43%
Recoveries to gross charge-offs 86.68% 55.79%
Net annualized charge-offs to average loans .04% .19%
Reserve for possible loan losses to loans at quarter end 1.28% 1.54%
================================================================================
Net charge-offs were lower in the first quarter of 1999 than in the
same period in 1998 due to reduced gross charge-offs and increased recoveries as
the Company continued to experience good asset quality. During the first
quarter of 1999, Whitney provided $1 million for possible loan
- 9 -
<PAGE>
losses to cover net charge-offs and loan growth. The nominal $73,000
provision for possible loan losses in the first quarter of 1998 was from a
pooled acquisition. Although the Company continues to experience good asset
quality, with strong loan growth and declining loan loss recoveries, management
anticipates a need for additional loss provisions in 1999.
The following table shows that non-performing assets declined slightly
in the first quarter of 1999 from year-end 1998.
TABLE 2. NON-PERFORMING ASSETS
- ------------------------------------------------------------------------
March 31 December 31
- ------------------------------------------------------------------------
(dollars in thousands) 1999 1998
- ------------------------------------------------------------------------
Loans accounted for on a non-accrual basis $ 11,591 $ 11,497
Restructured loans 2,017 2,660
- ------------------------------------------------------------------------
Total non-performing loans $ 13,608 $ 14,157
Foreclosed assets 1,805 2,004
- ------------------------------------------------------------------------
Total non-performing assets $ 15,413 $ 16,161
- ------------------------------------------------------------------------
Loans 90 days past due still accruing $ 3,543 $ 3,765
- ------------------------------------------------------------------------
Ratios
Non-performing assets to loans
plus foreclosed assets .48% .49%
Reserve for possible loan losses to
non-performing loans 301.15% 284.54%
Loans 90 days past due still accruing to loans .11% .12%
- ------------------------------------------------------------------------
INVESTMENT IN SECURITIES
At March 31, 1999, total securities were $1.4 billion, compared to $1.3
billion at December 31, 1998 and $1.4 billion at March 31, 1998. Average
investment in securities decreased $35 million, or 3%, in the first quarter of
1999 compared to the same period in 1998. This decrease was used to fund
increased loan demand during the quarter.
DEPOSITS AND SHORT-TERM BORROWINGS
At March 31, 1999, total deposits were $4.2 billion, compared to $4.3
billion at December 31, 1998 and $3.9 billion on March 31, 1998. As shown in
Table 4, average deposits for the first quarter were $4.2 billion, 8% over
1998's first quarter. Deposit growth was primarily related to the introduction
of a new product, "Whitney SELECT", which includes, in most cases, a premium
money market account. Deposits in total money market accounts grew $194 million
on average for the first quarter compared to the same period in 1998.
Short-term borrowings were $408 million at March 31, 1999, a 15%
increase over year-end 1998. The increase is primarily the result of an increase
in the Company's sweep repurchase product, which grew 12% during this period.
Average borrowings in the first quarter were $402 million, compared to $312
million for the same period in 1998, an increase also almost entirely
attributable to the sweep repurchase product. Federal funds purchased were
relatively unchanged between these periods.
- 10 -
<PAGE>
LIQUIDITY
The object of liquidity management is to ensure that funds are
available to meet cash flow requirements of depositors and borrowers, while at
the same time meeting the cash flow needs of the Company and the Bank. Liquidity
is provided by a stable base of funding sources, including low cost core
deposits, and an adequate level of maturing assets. The Company models liquidity
needs on a periodic basis to determine the best strategy of investments and
borrowings to meet those needs.
The Bank had over $1.6 billion in unfunded loan commitments outstanding
at March 31, 1999, a 15% increase from 1998's year-end. Because commitments and
unused lines of credit may, and many times do, expire without being drawn upon,
unfunded balances do not represent actual future liquidity requirements.
In order to ensure adequate liquidity, the Company has developed an
investment strategy, which plans a level of investment maturities that
management considers adequate to meet funding needs. In addition, the Company
and the Bank also have access to external funding sources in the financial
markets.
ASSET/LIABILITY MANAGEMENT
As stated in the Company's 1998 Annual Report on Form 10-K, the
objective of the Company's asset/liability management is to implement strategies
for the funding and deployment of its financial resources that are expected to
maximize soundness and profitability over time at acceptable levels of risk.
Interest rate sensitivity is the potential impact of changing rate
environments on both net interest income and cash flows. The Company and the
Bank use a number of methods to measure rate sensitivity, including gap
analysis, net interest income simulations and monitoring the economic value of
equity.
The Company continues to do modeling and run simulations that test its
sensitivity to various economic conditions. The results of simulations done
during the first quarter of 1999 show that the Company was within acceptable
limits, considering established guidelines.
CAPITAL ADEQUACY
The Company's capital amounts and ratios are presented in the following
table:
TABLE 3. RISK-BASED CAPITAL AND CAPITAL RATIOS
- --------------------------------------------------------
March 31 December 31
- --------------------------------------------------------
(dollars in thousands) 1999 1998
- --------------------------------------------------------
Tier 1 capital $ 533,644 $ 524,028
Tier 2 capital 40,981 40,282
- --------------------------------------------------------
Total capital $ 574,625 $ 564,310
- --------------------------------------------------------
Risk-weighted assets $ 3,812,573 $ 3,794,290
- --------------------------------------------------------
Ratios
Leverage ratio 10.35% 10.39%
Tier 1 capital 14.00% 13.81%
Total capital 15.07% 14.87%
Equity ratio 10.91% 10.76%
- --------------------------------------------------------
- 11 -
<PAGE>
During the first quarter, the Company declared a $.33 per share
dividend on its common stock, which represents a $.03 per share, or 10%,
increase over the quarterly dividend in 1998. Also during the quarter, the
Company announced authorization for the repurchase of up to one million shares,
or approximately 4.3%, of its common stock.
Year 2000 Remediation
The year 2000 situation arose because many existing computer programs
used only two digits to identify a year in the date field. These programs were
designed and developed without considering the impact of the upcoming change in
the century. Inherent risk to the Company with respect to the Year 2000
situation include potential losses related to data processing and other systems
that may not operate as expected, disruption of Company operations resulting
from technological malfunctions from within the Company's internal
communications and other processing systems, business problems associated with
key third party vendors and other external service providers that may not be
Year 2000 system compliant, credit quality issues that may arise with respect to
significant customers that may not be Year 2000 system compliant, liquidity
issues arising from potential withdrawals of cash by customers during late 1999
and early 2000, as well as other business and economic risk that may result from
the pervasive impact that the Year 2000 situation could have on overall social
and economic conditions.
In response to Year 2000 issues, a company-wide task force developed a
plan to review and test the Company's systems and other business operations in
relation to Year 2000 compliance. To date, the task force has identified
appropriate remediation action steps, and system revisions and/or upgrades are
being made, where appropriate. These remediation action steps also include
non-information technology systems that employ embedded technology, such as
facilities control systems.
As of the end of the first quarter of 1999, approximately 91% of all
mission-critical systems were Year 2000 compliant and in production. All
mission-critical systems have been tested, and the remaining 9% are expected to
be placed into production by June 1999. Processes and procedures are in place to
ensure that all projects undertaken in the interim deliver Year 2000 compliant
solutions, all future third party hardware and software acquisitions are Year
2000 compliant, and all commercial third-party service providers are queried
regarding their Year 2000 compliance plans.
Internal costs associated with this process during the first quarter of
1999 have been approximately $.7 million. Additional amounts paid to outside
vendors during the quarter totaled approximately $.4 million. Future costs to
complete the Company's Year 2000 remediation process are not expected to be
significant. The majority of systems remediation costs have been borne by third
party vendors who supply the software under annual maintenance fees.
The Bank started working with certain of its borrowing customers in
early 1998 relative to understanding and assessing the customers' progress
concerning the Year 2000 situation. These customers represent most of the Bank's
investment in commercial loans and assert that they are compliant with Year 2000
needs or will be by the middle of 1999. The very small number of customers who
do not have adequate plans to assure compliance with Year 2000 needs are
receiving extra attention. This attention includes internal training of the
Bank's account officers on methods to assist customers as well as protect the
Bank's interest and counseling directly with customers to assist them in
avoiding disruption to their businesses.
- 12 -
<PAGE>
The Company is also dependent upon customers and others for deposits
and other funding sources to fund its assets. In a process similar to that used
for borrowing customers, the Company sent assessment questionnaires to major
depositors and investment counter-parties. These responses have been used to
assess the possible impact from Year 2000 problems on the Company's ability to
secure funding to support its operations and have been included in its
asset/liability and liquidity modeling and planning.
The Company has also initiated formal communications with its
significant suppliers to determine the extent to which it is vulnerable to those
third parties' failures to remediate their own Year 2000 issues. However, there
can be no assurance that the systems of other organizations upon which the
Company's operations rely, including essential utilities and telecommunications
providers, will be timely converted, or that a failure to convert by another
company, or a conversion that is incompatible with the Company's systems, would
not have a materially adverse effect on the Company.
Because there is no generally accepted definition of "Year 2000
Compliant" and the ability of any organization's system to operate reliably
after midnight on December 31, 1999 is dependent upon factors that may be
outside the control of, or unknown to, that organization, no certification of
compliance is possible by any business. For example, in Securities and Exchange
Commission ("SEC") Staff Legal Bulletin No. 5, the SEC opined that "it is not,
and will not, be possible for any single entity or collective enterprise to
represent that it has achieved complete Year 2000 compliance and thus to
guarantee its remediation efforts. The problem is simply too complex for such a
claim to have legitimacy. Efforts to solve Year 2000 problems are best described
as `risk mitigation'." Consequently, the Company cannot so "certify" either.
Although the Company believes the likelihood of any or all of the above risks
occurring to be low, specific contingency plans have been developed in the event
that efforts to remediate the Company's systems are not fully successful or are
not completed in accordance with current expectations. The contingency plans are
designed to safeguard the Company under various Year 2000 scenarios and are an
addition to the Company's existing business resumption plans. While there can be
no assurance that the Company will not be materially adversely effected by Year
2000 problems, it is committed to ensuring that it is fully Year 2000 compliant
and believes its plans adequately address the above-mentioned risks.
RESULTS OF OPERATIONS
NET INTEREST INCOME
Net interest income (TE) for the first quarter of 1999 was $56.1
million, 5% higher than the first quarter of 1998. The higher net interest
income is primarily the result of average loan growth. Average loans grew 16%,
while average earning assets rose 9%, resulting in a more favorable mix of
earning assets. As a percent of earning assets, average loans increased to 69%
in the current quarter, compared to 65% in 1998's first quarter. Increases in
deposits and short-term borrowings primarily funded loan growth. The growth in
deposits mainly reflects an increase in money market deposits and transaction
accounts.
The net interest margin was 4.79% this quarter, compared to 5.00% in
the first quarter of 1998. The decline was primarily the result of a 75 basis
point decline in the prime lending rate between the periods. Average loan yields
decreased 68 basis points over this period while the
- 13 -
<PAGE>
total earning asset yield fell 46 basis points. This decline was only
partially offset by a decline of 38 basis points in rates paid on interest
- -bearing liabilities.
Table 4 presents average balance sheets, net interest income (FTE) and
interest rates for the first quarters of 1999 and 1998. Table 5 analyzes the
components of changes in net interest income between these periods.
- 14 -
<PAGE>
<TABLE>
<CAPTION>
TABLE 4. SUMMARY OF AVERAGE BALANCE SHEETS, NET INTEREST INCOME(TE) AND INTEREST RATES (1)
- ------------------------------------------------------------------------------------------------------------------------------
(dollars in thousands) First Quarter 1999 Fourth Quarter 1998 First Quarter 1998
- ------------------------------------------------------------------------------------------------------------------------------
Average Average Average
Balance Interest Rate Balance Interest Rate Balance Interest Rate
- ------------------------------------------------------------------------------------------------------------------------------
ASSETS
EARNING ASSETS
Loans (tax-
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
equivalent)(1) (2) $ 3,239,464 $ 62,869 7.86 % $ 3,197,192 $ 65,196 8.09 % $ 2,803,496 $ 59,088 8.54 %
- ------------------------------------------------------------------------------------------------------------------------------
U.S. Treasury
securities 196,949 3,098 6.38 214,375 3,431 6.35 320,101 5,088 6.45
U.S. agency securities 492,524 7,530 6.12 373,817 5,848 6.26 525,915 8,409 6.39
Mortgage-backed
securities 512,607 7,772 6.06 449,523 6,862 6.11 428,514 6,837 6.38
Obligations of states
and political
subdivisions
(tax-equivalent) (1) 177,256 3,426 7.73 154,798 3,065 7.92 136,925 2,811 8.21
Federal Reserve stock
and other corporate
securities 8,368 188 8.99 8,873 133 6.00 11,423 161 5.64
- ------------------------------------------------------------------------------------------------------------------------------
Total investment in
securities(3) 1,387,704 22,014 6.36 1,201,386 19,339 6.43 1,422,878 23,306 6.57
- ------------------------------------------------------------------------------------------------------------------------------
Federal funds sold and
short-term investments 101,270 1,182 4.73 224,130 2,839 5.03 100,389 1,376 5.56
- ------------------------------------------------------------------------------------------------------------------------------
Total earning
assets 4,728,438 $ 86,065 7.36 % 4,622,708 $ 87,374 7.51 % 4,326,763 $ 83,770 7.82 %
- ------------------------------------------------------------------------------------------------------------------------------
NON-EARNING ASSETS
Other Assets 505,134 498,025 461,972
Reserve for possible
loan losses (40,741) (41,247) (44,534)
- ------------------------------------------------------------------------------------------------------------------------------
Total assets $ 5,192,831 $ 5,079,486 $ 4,744,201
==============================================================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
INTEREST-BEARING LIABILITIES
NOW account deposits $ 525,027 $ 1,834 1.42 % $ 478,977 $ 1,777 1.47 % $ 477,358 $ 2,098 1.78 %
Money market
investment deposits 698,175 6,127 3.56 660,230 6,005 3.60 504,476 4,682 3.76
Savings deposits 489,304 2,408 2.00 499,329 2,689 2.14 510,703 3,101 2.46
Other time deposits 756,533 9,012 4.83 769,941 9,650 4.97 738,090 9,222 5.07
Time deposits $100,000
and over 558,632 6,598 4.79 544,592 6,972 5.08 572,452 7,385 5.23
- ------------------------------------------------------------------------------------------------------------------------------
Total interest-
bearing deposits 3,027,671 25,979 3.48 2,953,069 27,093 3.64 2,803,079 26,488 3.83
- ------------------------------------------------------------------------------------------------------------------------------
Short-term borrowings 401,630 3,966 4.00 382,729 4,036 4.18 312,084 3,615 4.70
- ------------------------------------------------------------------------------------------------------------------------------
Total interest-
bearing
liabilities $ 3,429,301 $ 29,945 3.54 % $ 3,335,798 $ 31,129 3.70 % $ 3,115,163 $ 30,103 3.92 %
- ------------------------------------------------------------------------------------------------------------------------------
NON-INTEREST-BEARING DEPOSITS AND SHAREHOLDERS' EQUITY
Demand deposits 1,155,762 1,140,510 1,057,619
Other liabilities 40,117 42,753 38,694
Shareholders' equity 567,651 560,425 532,725
- ------------------------------------------------------------------------------------------------------------------------------
Total liabilities
and shareholders'
equity $ 5,192,831 $ 5,079,486 $ 4,744,201
- ------------------------------------------------------------------------------------------------------------------------------
Net interest
income and margin
(tax-equivalent)(1) $ 56,120 4.79 % $ 56,245 4.83 % $ 53,667 5.00 %
- ------------------------------------------------------------------------------------------------------------------------------
Net earning assets
and spread $ 1,299,137 3.82 % $ 1,286,910 3.81 % $ 1,211,600 3.90 %
==============================================================================================================================
<FN>
(1) Tax-equivalent amounts are calculated using a marginal federal income tax rate of 35%.
(2) Average balance includes non-accruing loans of $10,688, $11,190 and $9,117 respectively, in the first quarter of 1999, the
fourth quarter of 1998 and the first quarter of 1998.
(3) Average balance excludes unrealized gain or loss on securities available for sale.
</FN>
</TABLE>
- 15 -
<PAGE>
<TABLE>
<CAPTION>
TABLE 5. SUMMARY OF CHANGES IN NET INTEREST INCOME(TE)(1)
- ------------------------------------------------------------------------------------------------------------------------------------
(dollars in thousands) First Quarter 1999 Compared to:
Fourth Quarter 1998 First Quarter 1998
-------------------------------------------------------------------------
Due To Total Due To Total
Change In Increase Change In Increase
-------------------- ----------------
Volume Rate (Decrease) Volume Rate (Decrease)
- ------------------------------------------------------------------------------------------------------------------------------------
INTEREST INCOME(TE)
<S> <C> <C> <C> <C> <C> <C>
Loans (tax-equivalent)(1) $ 853 $ (3,180) $ (2,327) $ 8,707 $ (4,926) $ 3,781
- ------------------------------------------------------------------------------------------------------------------------------------
U.S. Treasury securities (275) (58) (333) (1,938) (52) (1,990)
U.S. agency securities 1,818 (136) 1,682 (520) (359) (879)
Mortgage-backed securities 957 (47) 910 1,288 (353) 935
Obligations of states and political
subdivisions (tax-equivalent) (1) 436 (75) 361 788 (173) 615
Federal Reserve stock and other
corporate securities (8) 63 55 (51) 78 27
- ------------------------------------------------------------------------------------------------------------------------------------
Total investment in securities 2,928 (253) 2,675 (433) (859) (1,292)
- ------------------------------------------------------------------------------------------------------------------------------------
Federal funds sold and short-term investments (1,449) (208) (1,657) 12 (206) (194)
- ------------------------------------------------------------------------------------------------------------------------------------
Total interest income (tax-equivalent) (1) 2,332 (3,641) (1,309) 8,286 (5,991) 2,295
- ------------------------------------------------------------------------------------------------------------------------------------
INTEREST EXPENSE
NOW account deposits 165 (108) 57 195 (459) (264)
Money market investment deposits 338 (216) 122 1,712 (267) 1,445
Savings deposits (53) (228) (281) (125) (568) (693)
Other time deposits (166) (472) (638) 227 (437) (210)
Time deposits $100,000 and over 176 (550) (374) (175) (612) (787)
- ------------------------------------------------------------------------------------------------------------------------------------
Total interest-bearing deposits 460 (1,574) (1,114) 1,834 (2,343) (509)
- ------------------------------------------------------------------------------------------------------------------------------------
Short-term borrowings 194 (264) (70) 936 (585) 351
- ------------------------------------------------------------------------------------------------------------------------------------
Total interest expense 654 (1,838) (1,184) 2,770 (2,928) (158)
- ------------------------------------------------------------------------------------------------------------------------------------
Changes in net interest income
(tax-equivalent)(1) $ 1,678 $ (1,803) $ (125) $ 5,516 $ (3,063) $ 2,453
====================================================================================================================================
(1) Tax-equivalent amounts are calculated using a marginal federal income tax rate of 35%.
</TABLE>
- 16 -
<PAGE>
PROVISION FOR POSSIBLE LOAN LOSSES
The provision for possible loan losses was $1.0 million for the first
quarter of 1999, compared to a $73,000 provision from a pooled acquisition in
the first quarter of 1998. The provision exceeded net charge-offs by $.7
million. This additional provision reflects continued strong loan growth and its
effect on the calculation of the reserve for possible loan losses.
NON-INTEREST INCOME
Non-interest income, excluding securities transactions, was $15.8
million in the first quarter, compared to $13.4 million in the same quarter of
1998. This represents an increase of $2.4 million, or 18%. Service charges on
deposit accounts rose $1 million, or 16%, to $7.2 million in 1999. Credit card
fee income rose 25% to $2.8 million, reflecting increased volumes in merchant
accounts. Trust service fee income rose to $2.0 million, an increase of 26% over
the same quarter last year. This increase is mainly the result of new business
derived from more aggressive marketing of trust services. Mortgage fee income
increased to $1.0 million, or by 75%, over the same period last year. This
increase is due, in part, to the favorable interest rate environment and
additional business from marketing of these products by the Bank. Other non-
interest income remained stable from the comparable period in the previous year.
NON-INTEREST EXPENSE
Non-interest expense was $48.4 million for the first quarter of 1999.
This is an increase of $5.8 million, or 14%, over the first quarter of 1998,
excluding merger-related expenses.
Personnel expense rose $2.1 million, or 9%, to $24.4 million for the
quarter. Of this increase, $.8 million, is in part the result of the addition of
sixteen branch locations, including the purchase of eight locations in Lake
Charles, Louisiana in September of 1998. In addition, the Company, which was
formerly self-insured for non-HMO health claims, has now contracted with an
outside provider for health insurance. Health benefit expense in 1999's first
quarter increased by $.5 million under the insured program primarily because
self-insured claims expense was underestimated in the prior year's first
quarter as the Company experienced processing delays in the transition to a new
claims administrator. The remaining increases are attributable to merit
increases, incentive payments and contract labor.
Equipment expense increased $.9 million, or 21%. A portion of this
increase, $.4 million, is the result of an increase in depreciation expense from
technology upgrades and assets purchased in association with new locations. Net
occupancy expense increased $.6 million, the majority as a result of the sixteen
new branch locations. The growth in the remaining expense categories was
consistent with the growth in the Company's branch and ATM delivery system.
- 17 -
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K (a)(3) Exhibits:
Exhibit 3.1 - Copy of Composite Charter (filed as Exhibit 3.1 to the
Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
1993 (Commission file number 0-1026) and incorporated herein by
reference).
Exhibit 3.3 - Copy of Bylaws, as amended July 1998 (filed as Exhibit
3.3 to the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1998 (Commission file number 0-1026) and
incorporated by reference herein).
Exhibit 10.1 - Stock Option Agreement between Whitney Holding
Corporation and William L. Marks (filed as Exhibit 10.2 to the
Company's Annual Report on Form 10-K for the year ended December 31,
1990 (Commission file number 0-1026) and incorporated by reference).
Exhibit 10.2 - Executive agreement between Whitney Holding Corporation,
Whitney National Bank and William L. Marks (filed as Exhibit 10.3 to
the Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1993 (Commission file number 0-1026) and incorporated by
reference).
- 18 -
<PAGE>
Exhibit 10.3 - Executive agreement between Whitney Holding Corporation,
Whitney National Bank and R. King Milling (filed as Exhibit 10.4 to the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
1993 (Commission file number 0-1026) and incorporated by reference).
Exhibit 10.5 - Executive agreement between Whitney Holding Corporation,
Whitney National Bank and Kenneth A. Lawder, Jr. (filed as Exhibit 10.6
to the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1993 (Commission file number 0-1026) and incorporated by
reference).
Exhibit 10.6 - Executive agreement between Whitney Holding Corporation,
Whitney National Bank and G. Blair Ferguson (filed as Exhibit 10.7 to
the Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1993 (Commission file number 0-1026) and incorporated by
reference).
Exhibit 10.7 - Executive agreement between Whitney Holding Corporation,
Whitney National Bank and Joseph W. May (filed as Exhibit 10.7 to the
Company's Annual Report on Form 10-K for the year ended December 31,
1993 (Commission file number 0-1026) and incorporated by reference).
Exhibit 10.8 - Executive agreement between Whitney Holding Corporation,
Whitney Bank of Alabama and John C. Hope, III (filed as Exhibit 10.8 to
the Company's Annual Report on Form 10-K for the year ended December
31, 1994 (Commission file number 0-1026) and incorporated by
reference).
Exhibit 10.9 - Executive agreement between Whitney Holding Corporation,
Whitney National Bank and Robert C. Baird, Jr. (filed as Exhibit 10.9
to the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1995 (Commission file number 0-1026) and incorporated by
reference).
Exhibit 10.10a - Long-term incentive program (filed as Exhibit 10.7 to
the Company's Annual Report on Form 10-K for the year ended December
31, 1991 (Commission file number 0-1026) and incorporated by
reference).
Exhibit 10.10b - Long-term incentive plan (filed as a Proposal in the
Company's Proxy Statement dated March 18, 1997 (Commission file number
0-1026) and incorporated by reference).
Exhibit 10.11 - Executive compensation plan (filed as Exhibit 10.8 to
the Company's Annual Report on Form 10-K for the year ended December
31, 1991 (Commission file number 0-1026) and incorporated by
reference).
- 19 -
<PAGE>
Exhibit 10.12 - Form of restricted stock agreement between Whitney
Holding Corporation and certain of its officers (filed as Exhibit 19.1
to the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1992 (Commission file number 0-1026) and incorporated by
reference).
Exhibit 10.13 - Form of stock option agreement between Whitney Holding
Corporation and certain of its officers (filed as Exhibit 19.2 to the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
1992 (Commission file number 0-1026) and incorporated by reference).
Exhibit 10.14 - Directors' Compensation Plan (filed as Exhibit A to the
Company's Proxy Statement dated March 24, 1994 (Commission file number
0-1026) and incorporated by reference).
Exhibit 10.14a - Amendment No. 1 to the Whitney Holding Corporation
Directors' Compensation Plan (filed as Exhibit A to the Company's Proxy
Statement dated March 15, 1996 (Commission file number 0-1026) and
incorporated by reference).
Exhibit 10.15 - Retirement Restoration Plan effective January 1, 1995
(filed as Exhibit 10.16 to the Company's Annual Report on Form 10-K for
the year ended December 31, 1995 (Commission file number 0-1026) and
incorporated by reference).
Exhibit 10.16 - Executive agreement between Whitney Holding
Corporation, Whitney National Bank and Rodney D. Chard (filed as
Exhibit 10.17 to the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1996 (Commission file number 0-1026) and
incorporated by reference).
Exhibit 10.17 - Form of Amendment to Section 2.1e of the Executive
agreements (filed as Exhibits 10.2 through 10.9 herein (filed as
Exhibit 10.18 to the Company's Annual Report on Form 10-K for the year
ended December 31, 1996 (Commission file number 0-1026) and
incorporated by reference).
Exhibit 10.18 - Executive agreement between Whitney National Bank of
Mississippi and Guy C. Billups, Jr. dated April 18, 1997 (filed as
Exhibit 10.19 to the Company's Quarterly Report on form 10-Q for the
quarter ended June 30, 1997 (Commission file number 0-1026) and
incorporated by reference).
- 20 -
<PAGE>
Exhibit 10.19 - Form of Amendment adding subsection 2.1g to the
Executive Agreements set forth as Exhibits 10.2 through 10.9, Exhibit
10.16 and Exhibit 10.18 herein (filed as Exhibit 10.19 to the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1998
(Commission file number 0-0126) and incorporated by reference).
Exhibit 21 - Subsidiaries
Whitney Holding Corporation owns 100% of the capital stock of Whitney
National Bank, successor by merger in early January 1998 to Whitney
Bank of Alabama, Whitney National Bank of Florida and Whitney National
Bank of Mississippi.
All other subsidiaries considered in the aggregate would not constitute
a significant subsidiary.
Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K
None
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WHITNEY HOLDING CORPORATION
(Registrant)
By:/s/ William L. Marks
-----------------------------------------------
William L. Marks
Chairman of the Board, Chief Executive Officer,
and Chief Financial Officer (Principal
Accounting Officer)
May 14, 1999
-----------------------------------------------
Date
- 21 -
<TABLE> <S> <C>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 230,962
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 140,704
<TRADING-ASSETS> 950
<INVESTMENTS-HELD-FOR-SALE> 81,566
<INVESTMENTS-CARRYING> 1,324,984
<INVESTMENTS-MARKET> 1,332,780
<LOANS> 3,193,257
<ALLOWANCE> 40,281
<TOTAL-ASSETS> 5,219,955
<DEPOSITS> 4,198,358
<SHORT-TERM> 408,375
<LIABILITIES-OTHER> 43,743
<LONG-TERM> 0
<COMMON> 2,800
0
0
<OTHER-SE> 566,679
<TOTAL-LIABILITIES-AND-EQUITY> 5,219,955
<INTEREST-LOAN> 62,703
<INTEREST-INVEST> 20,815
<INTEREST-OTHER> 1,182
<INTEREST-TOTAL> 84,700
<INTEREST-DEPOSIT> 25,979
<INTEREST-EXPENSE> 29,945
<INTEREST-INCOME-NET> 54,755
<LOAN-LOSSES> 1,000
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 48,433
<INCOME-PRETAX> 21,135
<INCOME-PRE-EXTRAORDINARY> 21,135
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 14,296
<EPS-PRIMARY><F1> 0.61
<EPS-DILUTED><F1> 0.61
<YIELD-ACTUAL> 4.79
<LOANS-NON> 11,591
<LOANS-PAST> 3,543
<LOANS-TROUBLED> 2,017
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 40,282
<CHARGE-OFFS> 2,260
<RECOVERIES> 1,959
<ALLOWANCE-CLOSE> 40,981
<ALLOWANCE-DOMESTIC> 40,677
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 304
</TABLE>
