-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, P45c7ytXRawggw/ozO6RZDC+deiV+jlyr0ipdveRBZM5J9MEw8PAUndjTD/xf1Wy opy+r2VBqxxqCSpXENtP4w== 0000710507-99-000005.txt : 19990811 0000710507-99-000005.hdr.sgml : 19990811 ACCESSION NUMBER: 0000710507-99-000005 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990630 FILED AS OF DATE: 19990810 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST BANKS INC CENTRAL INDEX KEY: 0000710507 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 431175538 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 033-33786 FILM NUMBER: 99682716 BUSINESS ADDRESS: STREET 1: 135 N MERAMEC AVE CITY: ST LOUIS STATE: MO ZIP: 63105 BUSINESS PHONE: 3148544600 MAIL ADDRESS: STREET 1: 135 N MERAMEC AVE CITY: ST LOUIS STATE: MO ZIP: 63105 10-Q 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-20632 FIRST BANKS, INC. ----------------- (Exact name of registrant as specified in its charter) MISSOURI 43-1175538 -------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) identification No.) 135 North Meramec, Clayton, Missouri 63105 ------------------------------------------ (address of principal executive offices) (Zip Code) (314) 854-4600 -------------- (Registrant's telephone number, including area code) - -------------------------------------------------------------------------------- (Former name, former address, and former fiscal year, if changed since last report) 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. Outstanding at Class July 31, 1999 ----- ------------- Common Stock, $250.00 par value 23,661 FIRST BANKS, INC. INDEX
Page PART I FINANCIAL INFORMATION Item 1. Financial Statements: Consolidated Balance Sheets as of June 30, 1999 and December 31, 1998...................................................... -1- Consolidated Statements of Income for the three and six months ended June 30, 1999 and 1998........................................ -3- Consolidated Statements of Changes in Stockholders' Equity and Comprehensive Income for the six months ended June 30, 1999 and 1998 and the six months ended December 31, 1998.......................................................... -4- Consolidated Statements of Cash Flows for the six months ended June 30, 1999 and 1998............................................... -5- Notes to Consolidated Financial Statements..................................... -6- Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.......................................... -12- PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K............................................... -24- SIGNATURES....................................................................................... -25-
PART I - FINANCIAL INFORMATION Item 1. Financial Statements FIRST BANKS, INC. Consolidated Balance Sheets (unaudited) (dollars expressed in thousands, except per share data)
June 30, December 31, 1999 1998 ---- ---- ASSETS ------ Cash and cash equivalents: Cash and due from banks............................................... $ 138,686 174,329 Interest-bearing deposits with other financial institutions with maturities of three months or less................ 2,232 3,733 Federal funds sold.................................................... 28,100 36,700 ----------- ---------- Total cash and cash equivalents................................. 169,018 214,762 ----------- ---------- Investment securities: Trading, at fair value................................................ -- 3,425 Available for sale, at fair value..................................... 374,978 509,695 Held to maturity, at amortized cost (fair value of $22,373 and $22,568 at June 30, 1999 and December 31,1998, respectively)..................................... 22,136 21,676 ----------- ---------- Total investment securities..................................... 397,114 534,796 ----------- ---------- Loans: Commercial, financial and agricultural................................ 1,018,343 920,007 Real estate construction and development.............................. 789,582 720,910 Real estate mortgage.................................................. 1,637,026 1,529,177 Consumer and installment ............................................. 266,904 282,549 Loans held for sale................................................... 62,900 135,619 ----------- ---------- Total loans .................................................... 3,774,755 3,588,262 Unearned discount..................................................... (6,661) (8,157) Allowance for possible loan losses.................................... (64,977) (60,970) ----------- ---------- Net loans....................................................... 3,703,117 3,519,135 ----------- ---------- Bank premises and equipment, net of accumulated depreciation and amortization......................................... 70,271 63,848 Intangibles associated with the purchase of subsidiaries................. 43,844 36,534 Mortgage servicing rights, net of amortization........................... 9,567 9,825 Accrued interest receivable.............................................. 31,722 28,465 Other real estate........................................................ 2,545 3,709 Deferred income taxes.................................................... 50,437 46,848 Other assets............................................................. 95,234 96,888 ----------- ---------- Total assets.................................................... $ 4,572,869 4,554,810 =========== ==========
FIRST BANKS, INC. Consolidated Balance Sheets (unaudited) (dollars expressed in thousands, except per share data) (continued)
June 30, December 31, 1999 1998 ---- ---- LIABILITIES ----------- Deposits: Demand: Non-interest-bearing............................................ $ 549,408 561,383 Interest-bearing................................................ 354,440 377,435 Savings........................................................... 1,232,519 1,198,567 Time: Time deposits of $100 or more................................... 255,292 219,996 Other time deposits............................................. 1,598,831 1,582,604 ----------- ----------- Total deposits............................................... 3,990,490 3,939,985 Other borrowings...................................................... 77,855 121,331 Notes payable......................................................... 48,000 50,048 Accrued interest payable.............................................. 9,872 5,817 Deferred income taxes................................................. 10,866 10,920 Accrued and other liabilities......................................... 19,235 20,652 Minority interest in subsidiary....................................... 11,845 15,251 ----------- ----------- Total liabilities............................................ 4,168,163 4,164,004 ----------- ----------- Guaranteed preferred beneficial interests in: First Banks, Inc. subordinated debenture........................... 83,341 83,288 First Banks America, Inc. subordinated debenture................... 44,186 44,155 ----------- ----------- Total guaranteed preferred beneficial interests in subordinated debentures.................................... 127,527 127,443 ----------- ----------- STOCKHOLDERS' EQUITY -------------------- Preferred stock: $1.00 par value, 5,000,000 shares authorized; no shares issued and outstanding at June 30, 1999 and December 31, 1998......... -- -- Class A convertible, adjustable rate, $20.00 par value; 750,000 shares authorized; 641,082 shares issued and outstanding....... 12,822 12,822 Class B adjustable rate, $1.50 par value; 200,000 shares authorized; 160,505 shares issued and outstanding.............. 241 241 Common stock, $250.00 par value; 25,000 shares authorized; 23,661 shares issued and outstanding................... 5,915 5,915 Capital surplus....................................................... 3,010 780 Retained earnings..................................................... 248,369 231,867 Accumulated other comprehensive income................................ 6,822 11,738 ----------- ----------- Total stockholders' equity................................... 277,179 263,363 ----------- ----------- Total liabilities and stockholders' equity................... $ 4,572,869 4,554,810 =========== ===========
The accompanying notes are an integral part of the consolidated financial statements. FIRST BANKS, INC. Consolidated Statements of Income (unaudited) (dollars expressed in thousands, except per share data)
Three months ended Six months ended June 30, June 30, -------- -------- 1999 1998 1999 1998 ---- ---- ---- ---- Interest income: Interest and fees on loans.................................................... $ 78,964 69,432 153,639 136,170 Investment securities......................................................... 6,445 10,654 14,107 21,710 Federal funds sold and other.................................................. 232 854 455 1,990 -------- ------- -------- -------- Total interest income................................................... 85,641 80,940 168,201 159,870 -------- ------- -------- -------- Interest expense: Deposits: Interest-bearing demand..................................................... 1,182 1,329 2,296 2,803 Savings..................................................................... 11,085 10,232 22,014 19,785 Time deposits of $100 or more............................................... 2,691 3,331 5,466 6,375 Other time deposits......................................................... 19,831 23,715 40,961 47,732 Interest rate exchange agreements, net........................................ 1,305 991 2,588 1,980 Notes payable and other borrowings............................................ 2,056 1,523 3,791 3,047 -------- ------- -------- -------- Total interest expense.................................................. 38,150 41,121 77,116 81,722 -------- ------- -------- -------- Net interest income..................................................... 47,491 39,819 91,085 78,148 -------- ------- -------- -------- Provision for possible loan losses................................................. 3,373 1,850 5,863 3,950 -------- ------- -------- -------- Net interest income after provision for possible loan losses............ 44,118 37,969 85,222 74,198 -------- ------- -------- -------- Noninterest income: Service charges on deposit accounts and customer service fees................. 4,475 3,514 8,357 6,889 Credit card fees.............................................................. 301 750 327 1,612 Loan servicing fees, net...................................................... 62 404 283 703 Gain on mortgage loans sold and held for sale................................. 1,502 863 3,834 1,901 Net gain on sales of available-for-sale securities............................ 115 164 792 256 Net gain (loss) on sales of trading securities................................ -- 586 (303) 644 Other......................................................................... 7,060 2,076 9,828 4,146 -------- ------- -------- -------- Total noninterest income................................................ 13,515 8,357 23,118 16,151 -------- ------- -------- -------- Noninterest expense: Salaries and employee benefits................................................ 15,569 14,391 30,071 27,270 Occupancy, net of rental income............................................... 2,959 2,717 5,842 5,140 Furniture and equipment....................................................... 2,098 2,039 3,999 3,626 Federal Deposit Insurance Corporation premiums................................ 325 242 657 617 Postage, printing and supplies................................................ 1,011 1,543 2,153 2,949 Data processing fees.......................................................... 4,687 2,988 9,223 5,954 Legal, examination and professional fees...................................... 1,922 1,274 3,242 2,330 Credit card................................................................... 199 770 367 1,562 Communications................................................................ 582 766 1,263 1,492 Advertising and business development.......................................... 888 1,791 1,547 2,656 Losses and expenses on other real estate, net of gains........................ 39 281 (14) 661 Guaranteed preferred debentures............................................... 3,014 2,021 6,028 4,042 Other......................................................................... 3,955 4,214 8,357 8,797 -------- ------- -------- -------- Total noninterest expense............................................... 37,248 35,037 72,735 67,096 -------- ------- -------- -------- Income before provision for income taxes and minority interest in income of subsidiary.............................................. 20,385 11,289 35,605 23,253 Provision for income taxes......................................................... 7,465 4,134 13,103 8,390 -------- ------- -------- -------- Income before minority interest in income of subsidiary................. 12,920 7,155 22,502 14,863 Minority interest in income of subsidiary.......................................... 361 279 672 621 -------- ------- -------- -------- Net income.............................................................. 12,559 6,876 21,830 14,242 Preferred stock dividends.......................................................... 132 131 328 328 -------- ------- -------- -------- Net income available to common stockholders............................. $ 12,427 6,745 21,502 13,914 ======== ======= ======== ======== Earnings per share: Basic......................................................................... $ 525.23 285.02 908.75 588.03 Diluted....................................................................... 505.15 274.34 877.36 568.22 ======== ======= ======== ======== Weighted average shares of common stock outstanding................................ 23,661 23,661 23,661 23,661 ======== ======= ======== ========
The accompanying notes are an integral part of the consolidated financial statements. FIRST BANKS, INC. Consolidated Statements of Changes in Stockholders' Equity and Comprehensive Income (unaudited) Six months ended June 30, 1999 and 1998 and six months ended December 31, 1998 (dollars expressed in thousands, except per share data)
Accu- Adjustable rate mulated preferred stock other Total Class A Compre- compre- stock- conver- Common Capital hensive Retained hensive holders' tible Class B stock surplus income earnings income equity ----- ------- ------ ------- ------ -------- ------ ------ Consolidated balances, January 1, 1998.................... $ 12,822 241 5,915 3,978 199,143 9,438 231,537 Six months ended June 30, 1998: Comprehensive income: Net income......................................... -- -- -- -- 14,242 14,242 -- 14,242 Other comprehensive income, net of tax - Unrealized gains on securities, net of reclassification adjustment (1)................ -- -- -- -- 1,023 -- 1,023 1,023 ------- Comprehensive income............................... 15,265 ======= Class A preferred stock dividends, $0.50 per share.... -- -- -- -- (321) -- (321) Class B preferred stock dividends, $0.04 per share.... -- -- -- -- (7) -- (7) Effect of capital stock transactions of majority-owned subsidiary.......................... -- -- -- (1,999) -- -- (1,999) -------- --- ----- ------ ------- ------ ------- Consolidated balances, June 30, 1998...................... 12,822 241 5,915 1,979 213,057 10,461 244,475 Six months ended December 31, 1998: Comprehensive income: Net income......................................... -- -- -- -- 19,268 19,268 -- 19,268 Other comprehensive income, net of tax - Unrealized gains on securities, net of reclassification adjustment (1)................ -- -- -- -- 1,277 -- 1,277 1,277 ------- Comprehensive income............................... 20,545 ======= Class A preferred stock dividends, $0.70 per share.... -- -- -- -- (448) -- (448) Class B preferred stock dividends, $0.07 per share.... -- -- -- -- (10) -- (10) Effect of capital stock transactions of majority-owned subsidiary.......................... -- -- -- (1,199) -- -- (1,199) -------- --- ----- ------ ------- ------ ------- Consolidated balances, December 31, 1998.................. 12,822 241 5,915 780 231,867 11,738 263,363 Six months ended June 30, 1999: Comprehensive income: Net income......................................... -- -- -- -- 21,830 21,830 -- 21,830 Other comprehensive income, net of tax - Unrealized losses on securities, net of reclassification adjustment (1) ............... -- -- -- -- (4,916) -- (4,916) (4,916) ------- Comprehensive income............................... 16,914 ======= Class A preferred stock dividends, $0.50 per share.... -- -- -- -- (321) -- (321) Class B preferred stock dividends, $0.04 per share.... -- -- -- -- (7) -- (7) Effect of capital stock transactions of majority-owned subsidiary.......................... -- -- -- (3,040) -- -- (3,040) Reclassification of retained earnings................. -- -- -- 5,000 (5,000) -- -- Reduction of valuation reserve........................ -- -- -- 270 -- -- 270 ------- --- ----- ------ ------- ----- ------- Consolidated balances, June 30, 1999...................... $12,822 241 5,915 3,010 248,369 6,822 277,179 ======= === ===== ====== ======= ===== =======
(1) Disclosure of reclassification adjustment:
Six months ended Six months ended June 30, December 31, ----------------- ---------------- 1999 1998 1998 ---- ---- ---- Unrealized gains (losses) arising during the period............................ $ (4,401) 1,189 2,064 Less: reclassification adjustment for gains included in net income............. 515 166 787 ------ ------ ----- Unrealized gains (losses) on securities........................................ $ (4,916) 1,023 1,277 ====== ====== =====
The accompanying notes are an integral part of the consolidated financial statements. FIRST BANKS, INC. Consolidated Statements of Cash Flows (unaudited) (dollars expressed in thousands)
Six months ended June 30, ---------------------- 1999 1998 ---- ---- Cash flows from operating activities: Net income............................................................. $ 21,830 14,242 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization of bank premises and equipment.................................................... 3,293 2,519 Amortization, net of accretion..................................... 6,379 5,210 Originations and purchases of loans held for sale.................. (297,565) (239,632) Proceeds from the sale of loans held for sale...................... 352,434 195,617 Provision for possible loan losses................................. 5,863 3,950 Provision for income taxes......................................... 13,103 8,390 Payments of income taxes........................................... (11,547) (9,862) (Increase) decrease in accrued interest receivable ................ (2,462) 801 Net decrease (increase) in trading securities...................... 3,425 (1,392) Interest accrued on liabilities.................................... 77,116 81,722 Payments of interest on liabilities................................ (73,901) (82,068) Gain on sales of branch deposits................................... (4,473) -- Net gain on sales of available-for-sale securities................. (792) (256) Other operating activities, net.................................... 874 (10,420) Minority interest in income of subsidiary.......................... 672 621 --------- -------- Net cash provided by (used in) operating activities........... 94,249 (30,558) --------- -------- Cash flows from investing activities: Cash (paid) received for acquired entities, net of cash and cash equivalents received (paid).......................................... (17,245) 16,895 Proceeds from sales of investment securities available for sale........ 88,714 46,558 Maturities of investment securities available for sale................. 85,650 226,922 Maturities of investment securities held to maturity................... 1,503 1,074 Purchases of investment securities available for sale.................. (15,029) (139,067) Purchases of investment securities held to maturity.................... (1,982) (1,091) Net increase in loans.................................................. (120,721) (161,963) Recoveries of loans previously charged-off ............................ 4,206 4,385 Purchases of bank premises and equipment............................... (8,904) (9,811) Other investing activities............................................. (3,668) (2,931) --------- -------- Net cash provided by (used in) investing activities........... 12,524 (19,029) --------- -------- Cash flows from financing activities: (Decrease) increase in demand and savings deposits..................... (83,907) 73,905 Increase (decrease) in time deposits................................... 26,221 (25,389) Decrease in Federal Home Loan Bank advances............................ (50,000) (1,514) Increase in securities sold under agreements to repurchase............. 6,524 10,447 Decrease in notes payable.............................................. (2,048) (7,637) Payment of preferred stock dividends................................... (328) (328) Proceeds from sales of branch deposits................................. (48,979) -- --------- -------- Net cash (used in) provided by financing activities .......... (152,517) 49,484 --------- -------- Net decrease in cash and cash equivalents .................... (45,744) (103) Cash and cash equivalents, beginning of period ............................. 214,762 168,480 --------- --------- Cash and cash equivalents, end of period.................................... $ 169,018 168,377 ========= ========= Noncash investing and financing activities: Loans held for sale transferred to loans............................... $ 9,206 -- Loans transferred to other real estate................................. 1,189 1,808 ========= =========
The accompanying notes are an integral part of the consolidated financial statements. FIRST BANKS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (1) Basis of Presentation The accompanying consolidated financial statements of First Banks, Inc. and subsidiaries (First Banks or the Company) are unaudited and should be read in conjunction with the consolidated financial statements contained in the 1998 annual report on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring accruals considered necessary for a fair presentation of the results of operations for the interim periods presented herein, have been included. Operating results for the six month period ended June 30, 1999 are not necessarily indicative of the results that may be expected for any other interim period or for the year ending December 31, 1999. The consolidated financial statements include the accounts of First Banks, Inc. and its subsidiaries, net of minority interest. All significant intercompany accounts and transactions have been eliminated. Certain reclassifications of 1998 amounts have been made to conform with the 1999 presentation. First Banks operates through its subsidiary bank holding companies and financial institutions (collectively referred to as the Subsidiary Banks) as follows: First Bank, headquartered in St. Louis County, Missouri (First Bank) First Bank & Trust, headquartered in Newport Beach, California (FB&T) First Banks America, Inc., headquartered in St. Louis County, Missouri (FBA), and its wholly owned subsidiaries: First Bank Texas N.A., headquartered in Houston, Texas (FB Texas) First Bank of California, headquartered in Roseville, California (FB California) Redwood Bancorp, headquartered in San Francisco, California (Redwood), and its wholly owned subsidiary: Redwood Bank, headquartered in San Francisco, California (Redwood Bank) The Subsidiary Banks are wholly owned by their respective parent companies except FBA, which was 76.84% owned by First Banks at December 31, 1998. On February 17, 1999, First Banks completed its purchase of 314,848 shares of FBA common stock, pursuant to a tender offer to purchase up to 400,000 shares of FBA common stock. This tender offer increased First Banks' ownership interest in FBA to 82.34% of the outstanding voting stock of FBA. At June 30, 1999, First Banks' ownership interest in FBA was 82.56%. (2) Acquisitions and Divestitures On March 4, 1999, FBA completed its acquisition of Redwood and its wholly owned subsidiary, Redwood Bank, for cash consideration of $26.0 million. The acquisition was accounted for using the purchase method of accounting. The excess of the cost over the fair value of the net assets acquired was $9.5 million and is being amortized over 15 years. The acquisition was funded from available proceeds from the sale of the 8.50% Guaranteed Preferred Beneficial Interest in First Banks America, Inc. Subordinated Debenture completed in July 1998. Redwood is headquartered in San Francisco, California and operates four banking locations in the San Francisco Bay area. Redwood had $183.9 million in total assets, $134.4 million in loans, net of unearned discount, $32.4 million in investment securities and $162.9 million in deposits at the acquisition date. First Banks, Century Holding Corporation (CHC) and Century Bank executed a stock purchase agreement (Agreement) on May 7, 1999, providing for the acquisition of Century Bank, Beverly Hills, California. Under the Agreement, First Banks will purchase from CHC all of the issued and outstanding capital stock of Century Bank for an estimated purchase price of $31.5 million. Century Bank operates six commercial banking locations in Beverly Hills, Los Angeles, Santa Monica, Marina del Rey, Encino and San Francisco, California. At June 30, 1999, Century Bank had $161.3 million in total assets, $93.8 million in loans, net of unearned discount, $27.6 million in investment securities and $127.2 million in deposits. First Banks expects the transaction, which is subject to regulatory approvals, to be completed by the end of the third quarter of 1999. In May 1999, FB&T and Brentwood Bank of California (Brentwood) entered into a branch purchase and assumption agreement providing for the purchase of certain assets and the assumption of deposits of approximately $16.3 million and certain liabilities of Brentwood's Malibu, California branch office. First Banks expects the transaction, which is subject to regulatory approvals, to be completed by the end of the third quarter of 1999. In March and April 1999, First Bank completed its divestiture of seven branch facilities in the northern and central Illinois market areas, resulting in a reduction of the deposit base of approximately $54.8 million. (3) Regulatory Capital First Banks and the Subsidiary Banks are subject to various regulatory capital requirements administered by the federal and state banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on First Banks' and the Subsidiary Banks' financial statements. Under capital adequacy guidelines and the regulatory framework for Prompt Corrective Action, the Subsidiary Banks must meet specific capital guidelines that involve quantitative measures of the Subsidiary Banks' assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. Capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Quantitative measures established by regulations to ensure capital adequacy require First Banks and the Subsidiary Banks to maintain certain minimum ratios. First Banks and the Subsidiary Banks are required to maintain a minimum risk-based capital to risk-weighted assets ratio of 8.00%, with at least 4.00% being "Tier 1" capital (as defined in the regulations). In addition, a minimum leverage ratio (Tier 1 capital to average assets) of 3.00% plus an additional cushion of 100 to 200 basis points is expected. In order to be considered well capitalized under Prompt Corrective Action provisions, a bank is required to maintain a risk-weighted asset ratio of at least 10.00%, a Tier 1 risk-weighted asset ratio of at least 6.00%, and a leverage ratio of at least 5.00%. As of March 31, 1999, the date of the most recent notification from First Banks' primary regulator, the Subsidiary Banks were categorized as well capitalized under the regulatory framework for Prompt Corrective Action. Management believes, as of June 30, 1999, First Banks and the Subsidiary Banks were well capitalized. At June 30, 1999 and December 31, 1998, First Banks' and the Subsidiary Banks' capital ratios were as follows:
Risk based capital ratios ---------------------------------------- Total Tier 1 Leverage Ratio ----- ------ -------------- 1999 1998 1999 1998 1999 1998 ---- ---- ---- ---- ---- ---- First Banks...................... 10.29% 10.28% 7.93% 9.03% 6.99% 7.77% First Bank....................... 10.54 10.01 9.28 8.75 7.95 7.46 FB&T............................. 10.26 10.39 9.00 9.13 7.96 7.60 FB Texas......................... 11.81 11.37 10.56 10.11 9.72 9.15 FB California.................... 11.11 10.63 9.84 9.37 9.28 8.34 Redwood Bank (1)................. 11.66 -- 10.72 -- 9.50 -- ---------------- (1) Redwood Bank was acquired by FBA on March 4, 1999.
(4) Earnings Per Common Share The following is a reconciliation of the numerators and denominators of the basic and diluted EPS computations for the periods indicated:
Income Shares Per share (numerator) (denominator) amount ----------- ------------- ------ (dollars expressed in thousands, except per share data) Three months ended June 30, 1999: Basic EPS - income available to common stockholders.... $ 12,427 23,661 $ 525.23 ========= Effect of dilutive securities: Class A convertible preferred stock................. 128 1,194 --------- -------- Diluted EPS - income available to common stockholders.. $ 12,555 24,855 $ 505.15 ========= ======== ========= Three months ended June 30, 1998: Basic EPS - income available to common stockholders.... $ 6,745 23,661 $ 285.02 ========= Effect of dilutive securities: Class A convertible preferred stock................. 128 1,389 --------- -------- Diluted EPS - income available to common stockholders.. $ 6,873 25,050 $ 274.34 ========= ======== ========= Six months ended June 30, 1999: Basic EPS - income available to common stockholders.... $ 21,502 23,661 $ 908.75 ========= Effect of dilutive securities: Class A convertible preferred stock................. 321 1,212 --------- -------- Diluted EPS - income available to common stockholders.. $ 21,823 24,873 $ 877.36 ========= ======== ========= Six months ended June 30, 1998: Basic EPS - income available to common stockholders.... $ 13,914 23,661 $ 588.03 ========= Effect of dilutive securities: Class A convertible preferred stock................. 321 1,389 --------- -------- Diluted EPS - income available to common stockholders.. $ 14,235 25,050 $ 568.22 ========= ======== =========
(5) Business Segment Results First Banks' business segments are First Bank, FB California, Redwood Bank, FB Texas, FB&T and First Bank Mortgage (FBM). The reportable business segments are consistent with the management structure of First Banks and the internal reporting system that monitors performance. Through the respective branch networks, First Bank, FB California, Redwood Bank, FB Texas and FB&T provide similar products and services in four defined geographic areas. The products and services offered include a broad range of commercial and personal banking services, including certificates of deposit, individual retirement and other time deposit accounts, checking and other demand deposit accounts, interest checking accounts, savings accounts and money market accounts. Loans include commercial, financial and agricultural, real estate construction and development, commercial and residential real estate, consumer and installment, student and Small Business Administration loans. Other financial services include mortgage banking, credit and debit cards, discount brokerage, credit-related insurance, automatic teller machines, telephone account access, safe deposit boxes, trust and private banking services and cash management services. The revenues generated by each business segment consist primarily of interest income, generated from the loan and investment security portfolios, and service charges and fees, generated from the deposit products and services. The geographic areas include Missouri and Illinois (First Bank), southern California (FB&T), northern California (FB California and Redwood Bank) and Houston, Dallas, Irving and McKinney, Texas (FB Texas). The products and services are offered to customers primarily within their respective geographic areas, with the exception of loan participations executed between these operating segments of First Banks. There are no foreign operations. FBM conducts the mortgage banking activities of First Banks. The mortgage banking activities consist primarily of the origination and purchase of conforming and nonconforming residential real estate loans, which are generally sold into the secondary market. The related mortgage servicing rights are generally maintained for conforming loans while the nonconforming loans are sold on a servicing released basis. FBM's revenues include the interest earned while loans are held pending sale, net gains on the sale of loans, and mortgage loan servicing fees earned from its loan servicing portfolio. The products and services are offered to customers primarily within First Banks' four geographic areas. FBM also services certain residential real estate loans for the Subsidiary Banks for which it receives loan servicing fees. The business segment results are summarized as follows and are consistent with First Banks' internal reporting system which is consistent, in all material respects, with generally accepted accounting principles and practices predominant in the banking and mortgage banking industries. The balance sheet information is presented as of June 30, 1999 and December 31, 1998, and the statement of income information is presented for the three and six months ended June 30, 1999 and 1998, respectively. The business segment results include Redwood Bank, which was acquired by FBA on March 4, 1999, for the period subsequent to the acquisition date.
First Bank FB California Redwood Bank (1) FB Texas ---------------------- ---------------------- -------------------- --------------------- June 30, December 31, June 30, December 31, June 30, December 31, June 30, December 31, 1999 1998 1999 1998 1999 1998 1999 1998 ---- ---- ---- ---- ---- ---- ---- ---- (dollars expressed in thousands) Balance sheet information: Investment securities................. $ 188,651 252,165 29,566 53,449 19,865 -- 33,777 59,914 Loans, net of unearned discount....... 2,422,082 2,354,937 331,707 314,977 142,409 -- 217,908 201,426 Total assets.......................... 2,858,607 2,869,648 396,656 410,110 190,879 -- 277,114 300,984 Deposits.............................. 2,584,279 2,623,157 349,254 363,422 163,688 -- 238,118 264,425 Stockholders' equity.................. $ 252,321 236,010 43,709 42,825 25,870 -- 30,091 30,249 ========== ========= ======== ======== ========= ====== ======== ======== First Bank FB California Redwood Bank (1) FB Texas --------------------- ------------------ ------------------ ------------------ Three months ended Three months ended Three months ended Three months ended June 30, June 30, June 30, June 30, ---------------------- ------------------ -------------------- ------------------ 1999 1998 1999 1998 1999 1998 1999 1998 ---- ---- ---- ---- ---- ---- ---- ---- (dollars expressed in thousands) Income statement information: Interest income....................... $ 52,683 52,678 8,132 8,117 3,750 -- 5,481 5,286 Interest expense...................... 24,351 27,025 2,996 3,436 1,393 -- 2,163 2,132 ---------- --------- ------- ------ ----- ----- ------ ------ Net interest income................ 28,332 25,653 5,136 4,681 2,357 -- 3,318 3,154 Provision for possible loan losses.... 2,600 1,500 20 150 73 -- 30 50 ---------- --------- ------- ------ ----- ----- ------ ------ Net interest income after provision for possible loan losses......... 25,732 24,153 5,116 4,531 2,284 -- 3,288 3,104 ---------- --------- ------- ------ ----- ----- ------ ------ Noninterest income (2)................ 9,722 5,975 815 616 177 -- 513 373 Noninterest expense (3)............... 17,130 18,330 3,926 4,077 1,469 -- 2,231 2,185 ---------- --------- ------- ------ ----- ----- ------ ------ Income before provision for income taxes and minority interest in income of subsidiary............. 18,324 11,798 2,005 1,070 992 -- 1,570 1,292 Provision for income taxes............ 6,035 3,977 866 432 480 -- 541 444 ---------- --------- ------- ------ ----- ----- ------ ------ Income before minority interest in income of subsidiary.......... 12,289 7,821 1,139 638 512 -- 1,029 848 Minority interest in income of subsidiary...................... -- -- -- -- -- -- -- -- ---------- --------- ------- ------ ----- ------ ------ ------ Net income......................... $ 12,289 7,821 1,139 638 512 -- 1,029 848 ========== ========= ======= ====== ===== ====== ====== ====== First Bank FB California Redwood Bank (1) FB Texas ---------------------- ----------------- ---------------- ---------------- Six months ended Six months ended Six months ended Six months ended June 30, June 30, June 30, June 30, ---------------------- ------------------ -------------------- ------------------ 1999 1998 1999 1998 1999 1998 1999 1998 ---- ---- ---- ---- ---- ---- ---- ---- (dollars expressed in thousands) Income statement information: Interest income....................... $ 104,154 104,985 16,132 15,874 4,930 -- 11,023 10,523 Interest expense...................... 49,678 53,878 6,075 6,752 1,835 -- 4,325 4,232 ---------- -------- ------- ------ ----- ----- ------ ------ Net interest income................ 54,476 51,107 10,057 9,122 3,095 -- 6,698 6,291 Provision for possible loan losses.... 4,700 3,100 80 300 73 -- 60 200 ---------- -------- ------- ------ ----- ----- ------ ------ Net interest income after provision for possible loan losses......... 49,776 48,007 9,977 8,822 3,022 -- 6,638 6,091 ---------- -------- ------- ------ ----- ----- ------ ------ Noninterest income (2)................ 14,416 10,024 1,424 1,329 203 -- 1,056 752 Noninterest expense (3)............... 33,835 35,727 7,625 7,807 1,907 -- 4,510 4,388 ---------- --------- ------- ------ ----- ----- ------ ------ Income before provision for income taxes and minority interest in income of subsidiary............. 30,357 22,304 3,776 2,344 1,318 -- 3,184 2,455 Provision for income taxes............ 10,156 7,537 1,653 967 644 -- 1,096 854 ---------- --------- ------- ------ ----- ----- ------ ------ Income before minority interest in income of subsidiary.......... 20,201 14,767 2,123 1,377 674 -- 2,088 1,601 Minority interest in income of subsidiary....................... -- -- -- -- -- -- -- -- --------- ------- ------ ---- ----- ------ ------ ------ Net income......................... $ 20,201 14,767 2,123 1,377 674 -- 2,088 1,601 ========== ========= ======= ====== ===== ===== ====== ======
--------------- (1) Redwood Bank was acquired by FBA on March 4, 1999. (2) FBM includes intercompany loan servicing fees of $158,000 and $327,000 and $272,000 and $596,000 for the three and six months ended June 30, 1999 and 1998, respectively. (3) Corporate and other includes $2.0 million and $3.9 million and $1.3 million and $2.6 million of guaranteed preferred debenture expense, after applicable income tax benefit of $1.0 million and $2.1 million and $700,000 and $1.4 million for the three and six months ended June 30, 1999 and 1998, respectively.
Corporate, other and FB&T FBM (2) intercompany reclassifications (3) Consolidated totals ------------------------ ---------------------- ---------------------------------- --------------------------- June 30, December 31, June 30, December 31, June 30, December 31, June 30, December 31, 1999 1998 1999 1998 1999 1998 1999 1998 ---- ---- ---- ---- ---- ---- ---- ---- (dollars expressed in thousands) 91,870 134,203 11,865 12,199 21,520 22,866 397,114 534,796 587,181 573,562 67,209 135,619 (402) (416) 3,768,094 3,580,105 751,028 793,217 89,933 154,952 8,652 25,899 4,572,869 4,554,810 646,464 701,406 25,358 35,873 (16,671) (48,298) 3,990,490 3,939,985 73,860 75,165 3,529 7,663 (152,201) (128,549) 277,179 263,363 ======== ======== ======== ======== ======== ======== ========== ======== Corporate, other and FB&T FBM intercompany reclassifications Consolidated totals ------------------------ -------------------- ------------------------------ ------------------------- Three months ended Three months ended Three months ended Three months ended June 30, June 30, June 30, June 30, ------------------------ --------------------- ------------------------------ ------------------------- 1999 1998 1999 1998 1999 1998 1999 1998 ---- ---- ---- ---- ---- ---- ---- ---- (dollars expressed in thousands) 14,014 12,979 1,757 2,045 (176) (165) 85,641 80,940 5,790 6,473 1,158 1,352 299 703 38,150 41,121 ------- -------- -------- --------- -------- ------- -------- ------- 8,224 6,506 599 693 (475) (868) 47,491 39,819 650 150 -- -- -- -- 3,373 1,850 ------- -------- -------- --------- -------- ------- -------- ------- 7,574 6,356 599 693 (475) (868) 44,118 37,969 ------- -------- -------- --------- -------- ------- -------- ------- 1,121 1,077 1,327 1,548 (160) (1,232) 13,515 8,357 6,673 5,674 1,972 2,037 3,847 2,734 37,248 35,037 ------- -------- -------- --------- -------- ------- -------- ------- 2,022 1,759 (46) 204 (4,482) (4,834) 20,385 11,289 937 721 (16) 72 (1,378) (1,512) 7,465 4,134 ------- -------- ------- --------- -------- ------- -------- ------- 1,085 1,038 (30) 132 (3,104) (3,322) 12,920 7,155 -- -- -- -- 361 279 361 279 ------- -------- -------- --------- -------- ------- -------- ------- 1,085 1,038 (30) 132 (3,465) (3,601) 12,559 6,876 ======= ======== ======== ========= ======== ======= ======== ======= Corporate, other and FB&T FBM intercompany reclassifications Consolidated totals ------------------------ --------------------- ------------------------------ ------------------------ Six months ended Six months ended Six months ended Six months ended June 30, June 30, June 30, June 30, ------------------------ --------------------- ------------------------------ ---------------------- 1999 1998 1999 1998 1999 1998 1999 1998 ---- ---- ---- ---- ---- ---- ---- ---- (dollars expressed in thousands) 28,355 25,377 3,764 3,360 (157) (249) 168,201 159,870 11,989 12,967 2,498 2,293 716 1,600 77,116 81,722 ------- -------- -------- --------- -------- ------- -------- ------- 16,366 12,410 1,266 1,067 (873) (1,849) 91,085 78,148 950 350 -- -- -- -- 5,863 3,950 ------- -------- -------- --------- -------- ------- -------- ------- 15,416 12,060 1,266 1,067 (873) (1,849) 85,222 74,198 ------- -------- -------- --------- -------- ------- -------- ------- 2,364 1,834 4,052 3,266 (397) (1,054) 23,118 16,151 13,225 10,442 4,287 3,262 7,346 5,470 72,735 67,096 ------- -------- -------- --------- -------- ------- -------- ------- 4,555 3,452 1,031 1,071 (8,616) (8,373) 35,605 23,253 2,060 1,231 361 375 (2,867) (2,574) 13,103 8,390 ------- -------- -------- --------- -------- ------- -------- ------- 2,495 2,221 670 696 (5,749) (5,799) 22,502 14,863 -- -- -- -- 672 621 672 621 ------- -------- -------- --------- -------- ------- -------- ------- 2,495 2,221 670 696 (6,421) (6,420) 21,830 14,242 ======= ======== ======== ========= ======== ======= ======== =======
Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations The discussion set forth in Management's Discussion and Analysis of Financial Condition and Results of Operations contains certain forward looking statements with respect to the financial condition, results of operations and business of First Banks. These forward looking statements are subject to certain risks and uncertainties, not all of which can be predicted or anticipated. Factors that may cause actual results to differ materially from those contemplated by the forward looking statements herein include market conditions as well as conditions specifically affecting the banking industry generally and factors having a specific impact on First Banks including, but not limited to, fluctuations in interest rates and in the economy; the impact of laws and regulations applicable to First Banks and changes therein; competitive conditions in the markets in which First Banks conducts its operations, including competition from banking and non-banking companies with substantially greater resources than First Banks, some of which may offer and develop products and services not offered by First Banks; and the ability of First Banks to respond to changes in technology, including effects of the Year 2000 problem. With regard to First Banks' efforts to grow through acquisitions, factors that could affect the accuracy or completeness of forward looking statements contained herein include the potential for higher than acceptable operating costs arising from the geographic dispersion of the offices of First Banks, as compared with competitors operating solely in contiguous markets; the competition of larger acquirers with greater resources than First Banks, fluctuations in the prices at which acquisition targets may be available for sale and in the market for First Banks' securities; and the potential for difficulty or unanticipated costs in realizing the benefits of particular acquisition transactions. Additional factors potentially affecting First Banks' results were identified in the 1998 Annual Report on Form 10-K filed with the Securities and Exchange Commission. General First Banks is a registered bank holding company, incorporated in Missouri in 1978 and headquartered in St. Louis County, Missouri. At June 30, 1999, First Banks had $4.6 billion in total assets; $3.8 billion in total loans, net of unearned discount; $4.0 billion in total deposits; and $277.2 million in total stockholders' equity. Through the Subsidiary Banks, First Banks offers a broad range of commercial and personal banking services including certificate of deposit accounts, individual retirement and other time deposit accounts, checking and other demand deposit accounts, interest checking accounts, savings accounts and money market accounts. Loans include commercial, financial and agricultural, real estate construction and development, commercial and residential real estate, consumer and installment, student and Small Business Administration loans. Other financial services include mortgage banking, credit and debit cards, discount brokerage, credit-related insurance, automatic teller machines, telephone account access, safe deposit boxes, trust and private banking services and cash management services. The following table lists the Subsidiary Banks at June 30, 1999:
Number of Loans, net of Total Subsidiary Banks locations Total assets unearned discount deposits ---------------- --------- ------------ ----------------- -------- (dollars expressed in thousands) First Bank.............................. 90 $ 2,948,540 2,489,291 2,609,637 FB&T ................................... 21 751,028 587,181 646,464 FBA: FB California...................... 10 396,656 331,707 349,254 FB Texas........................... 6 277,114 217,908 238,118 Redwood: Redwood Bank................... 4 190,879 142,409 163,688
Financial Condition First Banks' total assets increased by $18.1 million to $4.57 billion from $4.55 billion at June 30, 1999 and December 31, 1998, respectively. As discussed in Note 2 to the accompanying consolidated financial statements, the acquisition of Redwood provided assets of $183.9 million. In addition, net loans, excluding the $134.4 million of loans acquired from Redwood, increased $53.6 million, which is discussed under "--Lending and Credit Management" of this Form 10-Q. Offsetting this increase was a reduction in cash and due from banks precipitated by the purchase of Redwood and First Banks' efforts to effectively monitor non-earning assets, and a reduction in investment securities and federal funds sold of $137.7 million and $8.6 million, respectively, which provided additional sources of funds for the loan growth. Although average total deposits for the three and six months ended June 30, 1999 increased by $188.1 million and $212.5 million, respectively, in comparison to the same periods in 1998, total deposits, excluding the deposits provided by the acquisition of Redwood, decreased by $112.4 million to $3.99 billion at June 30, 1999 from $3.94 billion at December 31, 1998. This decrease is primarily attributable to the divestiture of certain branch facilities with a total deposit base of $54.8 million, and to First Banks' strategy of reducing its overall interest cost by allowing a controlled attrition of a portion of deposits. Results of Operations Net Income Net income was $12.6 million, or $505.15 per share on a diluted basis, for the three months ended June 30, 1999, in comparison to $6.9 million, or $274.34 per share on a diluted basis, for the same period in 1998. Net income for the six months ended June 30, 1999 and 1998 was $21.8 million and $14.2 million, or $877.36 and $568.22 per share on a diluted basis, respectively. The earnings improvement is primarily attributable to First Banks' efforts to realign the composition of the loan portfolio through further diversification and growth; the results of FBA's acquisition of Redwood; and the divestiture of certain branch facilities. As previously mentioned, the loan growth was primarily funded through reductions in investment securities and federal funds sold. The increased net income was partially offset by an increased provision for possible loan losses, as discussed under "--Provision for Possible Loan Losses," and an increase in operating expenses of $2.2 million and $5.6 million for the three and six months ended June 30, 1999 in comparison to the same periods in 1998, respectively. The increased operating expenses are reflective of: the additional cost of the preferred securities issued by FBA in July 1998; the continuing expansion of commercial and retail banking activities; the acquisitions of Redwood, completed on March 4, 1999, Pacific Bay Bank, completed on February 2, 1998, and Republic Bank, completed on September 15, 1998; increased legal, examination and professional fees; and increased data processing fees primarily associated with Year 2000 activities. Net Interest Income Net interest income (expressed on a tax-equivalent basis) improved to $47.7 million, or 4.51% of average interest-earning assets, for the three months ended June 30, 1999, from $40.0 million, or 4.07% of average interest-earning assets, for the same period in 1998. For the six months ended June 30, 1999 and 1998, net interest income (expressed on a tax-equivalent basis) was $91.5 million, or 4.40%, and $78.6 million, or 4.06%, or average interest-earning assets, respectively. The improved net interest income is primarily attributable to the net interest-earning assets provided by the acquisitions of Redwood, Pacific Bay Bank and Republic Bank, internal loan growth and a reduction in the overall cost of deposits. For the three and six months ended June 30, 1999 and 1998, loans, on average, increased by $621.5 million and $606.1 million, respectively. Contributing further to the improved net interest income is the effect of (a) the earnings impact of the interest rate swap agreements entered into in 1998; (b) the reduction of First Bank's deposit base associated with the divested branch facilities, which was primarily concentrated in certificates of deposit; and (c) a decrease in the cost of interest-bearing liabilities to 4.26% and 4.35% from 4.81% and 4.86% for the three and six months ended June 30, 1999 and 1998, respectively. Although net interest margin improved, the yield on the loan portfolio declined to 8.35% and 8.36% from 8.79% and 8.86% for the three and six months ended June 30, 1999 and 1998, respectively. This reduction primarily results from the overall decline in the prime lending rate experienced during the latter part of 1998. The improved net interest margin is further offset by the amortization of deferred hedging losses. These costs were $1.2 million and $2.5 million for the three and six months ended June 30, 1999, in comparison to $1.0 million and $2.0 million for the same periods in 1998, respectively. The increase is reflective of the liquidation of a portion of the underlying interest-bearing liabilities, primarily associated with the branch divestitures, which resulted in the additional recognition of a portion of the related deferred losses on the previously terminated interest rate exchange agreements. The following table sets forth, on a tax-equivalent basis, certain information relating to First Banks' average balance sheets, and reflects the average yield earned on interest-earning assets, the average cost of interest-bearing liabilities and the resulting net interest income for the three and six months ended June 30, 1999 and 1998:
Three months ended June 30, Six months ended June 30, ---------------------------------------------- --------------------------------------------- 1999 1998 1999 1998 -------------------- ---------------------- ---------------------- ---------------------- Interest Interest Interest Interest Average income/ Yield/ Average income/ Yield/ Average income/ Yield/ Average income/ Yield/ balance expense rate balance expense rate balance expense rate balance expense rate ------------------- ------- -------- ----- -------- ------- ------ ------- ------- ----- (dollars expressed in thousands) Assets ------ Interest-earning assets: Loans(1)(2)(3)(4)........... $3,792,234 78,991 8.35% $3,170,735 69,507 8.79% 3,708,908 153,752 8.36% $3,102,837 136,322 8.86% Investment securities(4).... 434,288 6,578 6.08 712,523 10,809 6.08 472,566 14,385 6.14 727,515 22,005 6.10 Federal funds sold.......... 13,137 217 6.63 58,752 806 5.50 13,995 410 5.91 68,733 1,877 5.51 Other....................... 1,743 15 3.45 3,145 48 6.12 1,408 45 6.45 3,878 113 5.88 ---------- ------- ---------- ------ ---------- ------ ---------- ------- Total interest-earning assets............... 4,241,402 85,801 8.11 3,945,155 81,170 8.25 4,196,877 168,592 8.10 3,902,963 160,317 8.28 ------- ------ ------- ------- Nonearning assets.............. 337,342 303,401 340,373 298,518 ---------- ---------- ---------- ---------- Total assets........... $4,578,744 $4,248,556 $4,537,250 $4,201,481 ========== ========== ========== ========== Liabilities and Stockholders' Equity ------------------------------------ Interest-bearing liabilities: Interest-bearing deposits: Interest-bearing demand deposits................ $ 388,317 1,182 1.22% $ 353,276 1,329 1.51% $ 379,746 2,296 1.22% $ 351,974 2,803 1.61% Savings deposits.......... 1,233,559 11,085 3.60 1,031,642 10,232 3.98 1,222,916 22,014 3.63 999,149 19,785 3.99 Time deposits of $100 or more (3)............. 211,042 2,834 5.39 230,423 3,446 6.00 212,252 5,752 5.46 220,327 6,594 6.04 Other time deposits(3).... 1,598,543 20,916 5.25 1,707,704 24,567 5.77 1,608,657 43,130 5.41 1,719,013 49,444 5.80 ---------- ------- ---------- ------ ---------- ------ --------- ------ Total interest-bearing deposits............. 3,431,461 36,017 4.21 3,323,045 39,574 4.78 3,423,571 73,192 4.31 3,290,463 78,626 4.82 Federal funds purchased, repurchase agreements and Federal Home Loan Bank advances(3).......... 113,120 1,393 4.94 50,208 596 4.76 98,188 2,391 4.91 49,558 1,175 4.78 Notes payable and other..... 49,054 740 6.05 53,185 951 7.17 49,527 1,533 6.24 53,900 1,921 7.19 ---------- ------- ---------- ------ ---------- ------ ---------- ------- Total interest-bearing liabilities.......... 3,593,635 38,150 4.26 3,426,438 41,121 4.81 3,571,286 77,116 4.35 3,393,921 81,722 4.86 ------- ------ ------ ------- Noninterest-bearing liabilities: Demand deposits............. 534,472 454,792 521,461 442,112 Other liabilities........... 174,456 127,397 173,033 128,217 ---------- ---------- ---------- ---------- Total liabilities...... 4,302,563 4,008,627 4,265,780 3,964,250 Stockholders' equity........... 276,181 239,929 271,470 237,231 ---------- ---------- ---------- ---------- Total liabilities and stockholders' equity. $4,578,744 $4,248,556 $4,537,250 $4,201,481 ========== ========== ========== ========== Net interest income............ 47,651 40,049 91,476 78,595 ======= ====== ====== ======= Net interest margin............ 4.51% 4.07% 4.40% 4.06% ==== ==== ====== ====
- ------------ (1) Nonaccrual loans are included in the average loan amounts. (2) Interest income on loans includes loan fees. (3) Includes the effects of interest rate exchange agreements. (4) Information is presented on a tax-equivalent basis assuming a tax rate of 35%. The tax-equivalent adjustments were approximately $160,000 and $391,000 and $230,000 and $447,000 for the three and six months ended June 30, 1999 and 1998, respectively. Provision for Possible Loan Losses The provision for possible loan losses was $3.4 million and $5.9 million for the three and six months ended June 30, 1999, compared to $1.9 million and $4.0 million for the same periods in 1998, respectively. The increase in the provision for possible loan losses reflects the continued growth and changing composition of the loan portfolio and an increase in loans charged-off and loans past due 90 days or more. First Banks' loan loss experience for the three and six months ended June 30, 1999 further contributed to the increased provision for possible loan losses. Net loan charge-offs were $3.6 million and $3.3 million for the three and six months ended June 30, 1999, in comparison to net loan charge-offs of $302,000 and net loan recoveries of $247,000 for the same periods in 1998. The increase in net loan charge-offs is reflective of overall growth in the loan portfolio, increased risk associated with the change in the composition of the loan portfolio and the charge-off of certain credit relationships. The acquisitions of Redwood, Pacific Bay Bank and Republic Bank provided $1.5 million, $885,000 and $2.3 million in additional allowance for possible loan losses, respectively. Tables summarizing nonperforming assets, past due loans and charge-off experience are presented under "--Lending and Credit Management" of this Form 10-Q. Noninterest Income Noninterest income was $13.5 million and $23.1 million for the three and six months ended June 30, 1999, in comparison to $8.4 million and $16.2 million for the same periods in 1998. Noninterest income consists primarily of service charges on deposit accounts and customer service fees, mortgage banking revenues and other income. Service charges on deposit accounts and customer service fees were $4.5 million and $8.4 million for the three and six months ended June 30, 1999, in comparison to $3.5 million and $6.9 million for the same periods in 1998, respectively. The increase in service charges and customer service fees is principally attributable to (a) increased deposit balances provided by internal growth; (b) the acquisitions of Redwood, Pacific Bay Bank and Republic Bank; (c) additional products and services available and utilized by First Banks' retail and commercial customer base; (d) increased fee income resulting from revisions of customer service charge rates effective April 1, 1999, and enhanced control of fee waivers; and (e) increased interchange income associated with automatic teller machine services and debit and credit cards. As described below, this increase was partially offset by the foregone revenue associated with the divestiture of certain branch facilities in 1999, which resulted in a reduction in First Bank's deposit base of approximately $54.8 million. Mortgage banking revenues consist primarily of loan servicing fees, net, and gains on mortgage loans sold and held for sale. Loan servicing fees, net, decreased to $62,000 and $283,000 for the three and six months ended June 30, 1999, from $404,000 and $703,000 for the same periods in 1998, respectively. This decrease is attributable to a reduction in loans serviced for others resulting from the repayment and prepayment of the portfolio and First Banks' strategy of selling the new production of adjustable-rate and nonconforming residential mortgage loans on a servicing released basis. The gain on mortgage loans sold and held for sale increased to $1.5 million and $3.8 million for the three and six months ended June 30, 1999, from $863,000 and $1.9 million for the same periods in 1998, respectively. This increase is primarily attributable to an increased volume of loans sold and held for sale, including fixed rate residential mortgage loans, which are sold on a servicing retained basis, and adjustable-rate and nonconforming residential mortgage loans, which are sold on a servicing released basis. In addition, the increase also reflects the continued expansion of First Banks' mortgage banking activities in the Texas and California market areas. Net loss on sales of trading securities was $303,000 for the six months ended June 30, 1999, in comparison to a net gain of $644,000 for the same period in 1998. The loss for 1999 resulted from the termination of First Banks' trading division, effective December 31, 1998, and the liquidation of all trading portfolio securities. Other income increased to $7.1 million and $9.8 million for the three and six months ended June 30, 1999, in comparison to $2.1 million and $4.1 million for the same periods in 1998, respectively. The primary components of the increase are attributable to increased income earned on First Banks' investment in bank owned life insurance (BOLI), expanded discount brokerage and private banking and trust services, and a gain recognized on the divestiture of certain branch facilities in the central and northern Illinois market areas. BOLI income was $966,000 and $1.8 million for the three and six months ended June 30, 1999, in comparison to $761,000 and $1.4 million for the same periods in 1998. This increase is primarily attributable to FBA's initial investment in BOLI completed in April 1998 and increased income earned on the underlying investments. In addition, First Banks recorded a pre-tax gain of $4.2 million and $4.5 million for the three and six months ended June 30, 1999 associated with the divestiture of seven branch facilities in late March and early April of 1999. Noninterest Expense Noninterest expense was $37.2 million and $72.7 million for the three and six months ended June 30, 1999, in comparison to $35.0 million and $67.1 million for the same periods in 1998, respectively. The increase is reflective of: (a) the acquisitions of Redwood, Pacific Bay Bank and Republic Bank; (b) increased data processing fees primarily associated with First Banks' Year 2000 Program; (c) increased legal, examination and professional fees and (d) the formation of First America Capital Trust (FACT) and FACT's issuance of Cumulative Trust Preferred Securities in July 1998. The overall increase in noninterest expense is partially offset by a reduction in advertising and business development expenses and communications expenses, and is consistent with management's efforts to more effectively and efficiently monitor and manage these expenditures. In addition, credit card fees declined for the three and six months ended June 30, 1999, in comparison to the same periods in 1998, and is primarily attributable to First Banks' liquidation of its merchant credit card processing operation, effective December 31, 1998. Salaries and employee benefits increased to $15.6 million and $30.1 million for the three and six months ended June 30, 1999, in comparison to $14.4 million and $27.3 million for the same periods in 1998, respectively. The increase is attributable to the newly acquired banks and First Banks' continued commitment to expanding its commercial and retail business development capabilities associated with expansion and delivery of its products and services. The overall increase also reflects the competitive employment market environment that has resulted in a higher demand for limited resources, thus escalating industry salary and employee benefit costs. Data processing fees increased to $4.7 million and $9.2 million for the three and six months ended June 30, 1999, in comparison to $3.0 million and $6.0 million for the same periods in 1998, respectively. First Services, L.P., a limited partnership indirectly owned by First Banks' Chairman and his children through its general partners and limited partners, provides data processing and various related services to First Banks and the Subsidiary Banks under the terms of data processing agreements. The increase in data processing fees is attributable to growth and technological advancements consistent with First Banks' product and service offerings, increased expenses attributable to communication data lines related to the expansion of the branch network infrastructure and expenses associated with the Year 2000 Program. Legal, examination and professional fees increased to $1.9 million and $3.2 million for the three and six months ended June 30, 1999, in comparison to $1.3 million and $2.3 million for the same periods in 1998, respectively. The increased fees primarily relate to First Banks' enhanced utilization of external consulting services and legal expenditures associated with litigation defense. Guaranteed preferred debentures expense increased to $3.0 million and $6.0 million for the three and six months ended June 30, 1999, in comparison to $2.0 million and $4.0 million for the same periods in 1998. Similar to First Banks' formation of First Preferred Capital Trust (First Capital) and First Capital's issuance of 9.25% Cumulative Trust Preferred Securities (First Capital Preferred Securities) in February 1997, FBA formed FACT, a Delaware business trust subsidiary, on July 21, 1998. FACT issued 1.84 million shares of 8.50% Cumulative Trust Preferred Securities (FACT Preferred Securities) at $25.00 per share in an underwritten public offering, issued 56,908 shares of common securities to FBA at $25.00 per share. FBA owns all of FACT's common securities. The gross proceeds of the offering were used by FACT to purchase $47.4 million of 8.50% Subordinated Debentures (Subordinated Debentures) from FBA, maturing on June 30, 2028. The Subordinated Debentures are the sole asset of FACT. In connection with the issuance of the FACT Preferred Securities, FBA made certain guarantees and commitments that, in the aggregate, constitute a full and unconditional guarantee by FBA of the obligations of FACT under the FACT Preferred Securities. FBA's proceeds from the issuance of the Subordinated Debentures, net of underwriting fees and offering expenses, were approximately $44.1 million. Guaranteed preferred debentures expense on the First Capital Preferred Securities and the FACT Preferred Securities is recorded as noninterest expense in the accompanying consolidated financial statements. Lending and Credit Management Interest earned on the loan portfolio represents the principal source of income for First Banks and its Subsidiary Banks. Interest and fees on loans were 91.3% and 85.2% of total interest income for the six months ended June 30, 1999 and 1998, respectively. Total loans, net of unearned discount, represented 82.4% and 78.6% of total assets as of June 30, 1999 and December 31, 1998, respectively. Total loans, excluding loans held for sale and net of unearned discount, increased by $260.7 million to $3.71 billion at June 30, 1999 from $3.44 billion at December 31, 1998. The increase in loans, as summarized on the consolidated balance sheets, is attributable to the acquisition of Redwood, which provided loans, net of unearned discount, of $134.4 million, and continued internal growth of $185.4 million. This increase was partially offset by declines in the residential real estate mortgage, consumer and installment and loans held for sale portfolios of $32.7 million, $26.4 million and $72.7 million, respectively. These fluctuations are attributable to the continued sale of conforming residential mortgage loan production into the secondary mortgage market, reductions of new loan origination volumes and the repayment of principal on the existing portfolios. First Banks' nonperforming loans consist of loans on nonaccrual status and loans on which the original terms have been restructured. The following is a summary of nonperforming assets and past due loans by category at the dates indicated:
June 30, December 31, 1999 1998 ---- ---- (dollars expressed in thousands) Commercial, financial and agricultural: Nonaccrual............................................... $ 17,548 15,385 Real estate construction and development: Nonaccrual............................................... 4,904 3,858 Real estate mortgage: Nonaccrual............................................... 18,318 18,858 Restructured terms....................................... 4,553 5,221 Consumer and installment: Nonaccrual............................................... 91 216 Restructured items....................................... 29 -- ----------- ----------- Total nonperforming loans................................ 45,443 43,538 Other real estate............................................. 2,545 3,709 ----------- ----------- Total nonperforming assets............................... $ 47,988 47,247 =========== =========== Loans, net of unearned discount............................... $ 3,768,094 3,580,105 =========== =========== Loans past due 90 days or more and still accruing............. $ 6,957 4,674 =========== =========== Allowance for possible loan losses to loans .................. 1.72% 1.70% Nonperforming loans to loans.................................. 1.21 1.22 Allowance for possible loan losses to nonperforming loans..... 142.99 140.04 Nonperforming assets to loans and other real estate........... 1.27 1.32 =========== ===========
Nonperforming loans, consisting of loans on nonaccrual status and restructured loans, were $45.4 million at June 30, 1999, in comparison to $43.5 million at December 31, 1998. This increase is primarily attributable to an increase in nonaccrual loans at First Bank and FB&T and the overall growth of the loan portfolio, principally within commercial, financial and agricultural, real estate construction and development, and commercial real estate loans, which generally possess a higher level of inherent risk. First Banks does not believe the increase in nonperforming loans to be indicative of distress or negative trends within the loan portfolio. Impaired loans, consisting of nonaccrual loans and restructured loans, were $45.4 million and $43.5 million at June 30, 1999 and December 31, 1998, respectively. The following is a summary of loan loss experience for the three and six months ended June 30:
Three months ended Six months ended June 30, June 30, -------------- --------------- 1999 1998 1999 1998 ---- ---- ---- ---- (dollars expressed in thousands) Allowance for possible loan losses, beginning of period.................. $ 65,239 54,043 60,970 50,509 Acquired allowances for possible loan losses............................. -- -- 1,466 885 -------- -------- ------- -------- 65,239 54,043 62,436 51,394 -------- -------- ------- -------- Loans charged-off........................................................ (5,617) (2,082) (7,528) (4,138) Recoveries of loans previously charged-off............................... 1,982 1,780 4,206 4,385 -------- -------- ------- -------- Net loan (charge-offs) recoveries................................... (3,635) (302) (3,322) 247 -------- -------- ------- -------- Provision for possible loan losses....................................... 3,373 1,850 5,863 3,950 -------- -------- ------- -------- Allowance for possible loan losses, end of period........................ $ 64,977 55,591 64,977 55,591 ======== ======== ======= ========
The allowance for possible loan losses is monitored on a monthly basis. Each month, credit administration provides First Banks' management with detailed lists of loans on the watch list and summaries of the entire loan portfolio of each Subsidiary Bank by risk rating. These are coupled with analyses of changes in the risk profiles of the portfolios, changes in past due and nonperforming loans and changes in watch list and classified loans over time. In this manner, the overall increases or decreases in the levels of risk in the portfolios are monitored continually. Factors are applied to the loan portfolios for each category of loan risk to determine acceptable levels of allowance for possible loan losses. These factors are derived primarily from the actual loss experience of the Subsidiary Banks and from published national surveys of norms in the industry. The calculated allowances required for the portfolios are then compared to the actual allowance balances to determine the provisions necessary to maintain the allowances at appropriate levels. In addition, management exercises judgment in its analysis of determining the overall level of the allowance for possible losses. In its analysis, management considers the change in the portfolio, including growth and composition, and the economic conditions of the regions in which First Banks operates. Based on this quantitative and qualitative analysis, the allowance for possible loan losses is adjusted. Such adjustments are reflected in the consolidated statements of income. Interest Rate Risk Management First Banks periodically utilizes off-balance-sheet derivative financial instruments to assist in the management of interest rate sensitivity and to modify the repricing, maturity and option characteristics of on-balance-sheet assets and liabilities. Derivative financial instruments held by First Banks for purposes of managing interest rate risk are summarized as follows:
June 30, 1999 December 31, 1998 ---------------------- ----------------------- Notional Credit Notional Credit amount exposure amount exposure ------ -------- ------ -------- (dollars expressed in thousands) Interest rate swap agreements - pay adjustable rate, receive adjustable rate............ $ 500,000 -- -- -- Interest rate swap agreements - pay adjustable rate, receive fixed rate................. 280,000 3,574 280,000 3,526 Interest rate floor agreements........................ 70,000 -- 70,000 -- Interest rate cap agreements.......................... 10,000 94 10,000 164 Forward commitments to sell mortgage-backed securities.......................... 45,000 -- 95,000 237 ========== ======= ======= =====
The notional amounts of derivative financial instruments do not represent amounts exchanged by the parties and, therefore, are not a measure of First Banks' credit exposure through its use of derivative financial instruments. The amounts exchanged are determined by reference to the notional amounts and the other terms of the derivatives. The credit exposure represents the accounting loss First Banks would incur in the event the couterparties failed completely to perform according to the terms of the derivative financial instruments and the collateral was of no value. Previously, First Banks utilized interest rate swap agreements to extend the repricing characteristics of certain interest-bearing liabilities to correspond more closely with its assets, with the objective of stabilizing cash flow, and accordingly, net interest income, over time. These swap agreements were terminated in July 1995, November 1996 and July 1997 due to a change in the composition of First Banks' balance sheet. The change in the composition of the balance sheet was primarily driven by the significant decline in interest rates experienced during 1995, which caused an increase in the principal prepayments of residential mortgage loans. The net interest expense associated with these agreements, consisting primarily of amortization of deferred losses, was $1.2 million and $2.5 million and $1.0 million and $2.0 million for the three and six months ended June 30, 1999 and 1998, respectively. The deferred losses on terminated swap agreements are being amortized over the remaining lives of the agreements, unless the underlying liabilities are repaid, in which case the deferred losses are charged to operations. The unamortized balance of these losses was $2.8 million and $5.7 million at June 30, 1999 and December 31, 1998, respectively, and is included in other assets. During 1998, First Banks entered into $280.0 million notional amount of interest rate swap agreements. The swap agreements effectively extended the repricing term of a selected group of loans to more closely correspond with its funding source with the objective of stabilizing cash flow, and accordingly, net interest income, over time. The swap agreements provide for First Banks to receive a fixed rate of interest and pay an adjustable rate equivalent to the 90-day London Interbank Offering Rate (LIBOR). The terms of the swap agreements provide for First Banks to pay quarterly and receive payment semi-annually. The amount receivable by First Banks under the swap agreements was $4.2 million at June 30, 1999 and December 31, 1998 and the amount payable by First Banks under the swap agreements was $592,000 and $640,000 at June 30, 1999 and December 31, 1998, respectively. During May 1999, First Banks entered into $500.0 million notional amount of interest rate swap agreements with the objective of stabilizing the net interest margin during the six-month period surrounding the Year 2000 century date change. The swap agreements provide for First Banks to receive an adjustable rate of interest equivalent to the daily weighted average 30-day LIBOR and pay an adjustable rate of interest equivalent to the daily weighted average prime lending rate minus 2.665%. The terms of the swap agreements, which have an effective date of October 1, 1999 and a maturity date of March 31, 2000, provide for First Banks to pay and receive interest on a monthly basis. The maturity dates, notional amounts, interest rates paid and received, and fair values of the swap agreements outstanding as of June 30, 1999 were as follows:
Notional Interest rate Interest rate Maturity date amount paid received Fair value March 31, 2000 (1)......................... $ 350,000 --% --% $ 261 March 31, 2000 (1)......................... 75,000 -- -- 56 March 31, 2000 (1)......................... 50,000 -- -- 37 March 31, 2000 (1)......................... 25,000 -- -- 19 June 11, 2002.............................. 15,000 5.10 6.00 (72) September 16, 2002......................... 20,000 5.16 5.36 (496) September 16, 2002......................... 175,000 5.16 5.36 (4,299) September 18, 2002......................... 30,000 5.18 5.33 (771) September 18, 2002......................... 40,000 5.18 5.33 (1,037) ---------- ------- $ 780,000 5.16 5.39 $(6,302) ========== ===== ==== =======
-------------------- (1) These interest rate swap agreements will become effective on October 1, 1999. First Banks has interest rate cap and floor agreements outstanding to limit the interest expense associated with certain interest-bearing liabilities and the net interest expense of certain interest rate swap agreements, respectively. At June 30, 1999 and December 31, 1998, the unamortized costs of these agreements were $94,000 and $159,000, respectively, and were included in other assets. Derivative financial instruments issued by First Banks consist of commitments to originate fixed-rate loans. Commitments to originate fixed-rate loans consist primarily of residential real estate loans. These loan commitments, net of estimated underwriting fallout, and loans held for sale were $55.6 million and $103.1 million at June 30, 1999 and December 31, 1998, respectively. These net loan commitments and loans held for sale are hedged with forward contracts to sell mortgage-backed securities of $45.0 million and $95.0 million at June 30, 1999 and December 31, 1998, respectively. Gains and losses from forward contracts are deferred and included in the cost basis of loans held for sale. At June 30, 1999 and December 31, 1998, the net unamortized gains and losses were $764,000 and $649,000, respectively, which were applied to the carrying value of the loans held for sale as part of the lower of cost or market valuation. Year 2000 Compatibility First Banks and the Subsidiary Banks are subject to risks associated with the "Year 2000" issue, a term which refers to uncertainties about the ability of various data processing hardware and software systems to interpret dates correctly surrounding the beginning of the Year 2000. Financial institutions are particularly vulnerable to Year 2000 issues because of heavy reliance in the industry on electronic data processing and funds transfer systems. Data processing services are provided to First Banks by First Services, L.P. under the terms of data processing agreements. To address the Year 2000 issue, First Banks, working jointly with First Services, L.P., has established a dedicated team to coordinate the overall Year 2000 Preparedness Program (Program) under the guidelines of the Comprehensive Year 2000 Plan (Plan) as approved by the Board of Directors. The Plan summarizes each major phase of the Program and the estimated costs to remediate and test systems in preparation for the Year 2000. The Plan addresses both Information Technology (IT) projects, such as data processing and data network applications, and non-IT projects, such as building facilities and security systems. The major phases of the Program are awareness, assessment, remediation, validation and implementation. The awareness phase included a company-wide campaign to communicate the Year 2000 problem and the potential ramifications to the organization. Concurrent with this phase, the Year 2000 Program Team (Team) began the assessment phase of the Program. The assessment phase included the inventorying of systems that may be impacted by the Year 2000 problem. The business use of each inventoried item was analyzed and prioritized from critical to non-critical, based upon the perceived adverse effect on the financial condition of First Banks in the event of a loss or interruption in the use of each system. The awareness and assessment phases of the Program were completed as scheduled. First Banks' critical systems are purchased from industry-known vendors. Such systems are generally used in their standard configuration, with minor modification. Focusing on these critical systems, First Banks continues to closely review and monitor the Year 2000 progress as reported by each vendor, and has tested, in most cases, on a system separate from the on-line production system. The review and testing of critical data processing service providers was substantially complete as of March 31, 1999. For the critical systems that have been modified, the vendors provided remediation for such systems that were not otherwise reported as "Year 2000 ready." As the remediation phase was completed within the stated deadline, First Banks did not invoke any remediation contingency efforts. Concurrent with the completion of the remediation phase of the Program, First Banks commenced the final analysis of the validation phase for critical systems, including remediated systems provided by third party vendors. This portion of the Program was substantially complete as of December 31, 1998. First Banks has accelerated the replacement of its existing teller system (ISC), since certain functions of ISC were not Year 2000 compliant. Planning for the replacement of ISC has been underway for several years with the primary objectives of adding functionality to meet expanding product and service offerings and improving efficiency in serving customers. As the newly selected teller system (CFI) also provided a solution for the Year 2000 issue, the overall implementation schedule was accelerated. Recognizing the heightened risks of deploying CFI within the narrowed timeline created by the Year 2000 issue, emphasis was first given to the Year 2000 solution for ISC, with simultaneous deployment of CFI throughout 1999. The testing of the Year 2000 solution for ISC was completed and ISC was upgraded throughout First Banks' branch network by June 30, 1999, thereby maintaining compliance with appropriate regulatory guidelines associated with Year 2000. The testing of CFI was completed by December 31, 1998. The CFI system was installed in selected bank test locations during the fourth quarter of 1998. The estimated cost of the teller replacement is $8.0 million and will be charged to expense over a 60-month period upon installation at each branch location. First Banks is also upgrading its local area network-based systems, networks and core processor, and has purchased certain item processing equipment, as the previous equipment, which is fully depreciated, was not Year 2000 compliant. The estimated cost of these upgrades and the item processing equipment is $3.9 million and $1.4 million, respectively, and is expected to be depreciated to expense over 60 months commencing in the first quarter of 1999. The final phase of the Program was the implementation of remediated and other systems into the operating environment of First Banks. With the final phase of the Program substantially completed by June 30, 1999, First Banks continues to focus its efforts on overall contingency planning and specific Year 2000 event preparation. First Banks has also assessed the Year 2000 risks relating to its lines of business separate from its dependence on data processing. The assessment includes a review of large commercial loan and deposit customers to ascertain their overall preparedness regarding Year 2000 risks. The process requires lending and other banking officers to meet with certain of their customers to review and assess their overall preparedness for Year 2000 risks. While the process of evaluating the potential adverse effects of Year 2000 risks on these customers revealed no probable adverse effect to First Banks, it is not possible to quantify the overall potential adverse effects to First Banks resulting from the failure of these customers, or other customers not meeting the review criteria, to adequately prepare for the Year 2000. The failure of a commercial bank customer to adequately prepare for Year 2000 could have a significant adverse effect on such customer's operations and profitability, in turn inhibiting its ability to repay loans in accordance with their terms or requiring the use of its deposited funds. First Banks continues to review and structure certain funding sources to facilitate the Subsidiary Banks' liquidity requirements under varying cash flow assumptions. In addition, Year 2000 risks associated with adversely rated credits are monitored more frequently in conjunction with the internal watch list review committee meetings, while new credit relationships include parameters to assess and evaluate Year 2000 risks at the time of the initial credit decision. The Plan also provides for the identification and communication with significant non-data processing third party vendors regarding their preparedness for Year 2000 risks. While the results of this process have not revealed any quantifiable loss to First Banks, the absence of certain basic services such as telecommunications, electric power and service provided by other financial institutions and governmental agencies would have a serious impact on the operations of First Banks. First Banks has developed processes to monitor significant non-data processing third party vendors regarding their preparedness for Year 2000 risks. The total cost of the Program is currently estimated at $16.2 million, comprised of capital improvements of $13.3 million and direct expenses reimbursable to First Services L.P. of $2.9 million. The capital improvements, as previously discussed, will be charged to expense in the form of depreciation expense or lease expense, generally over a period of 60 months. First Banks incurred direct expenses related to the Program of approximately $450,000 and $900,000 for the three and six months ended June 30, 1999, and $600,000 for the year ended December 31, 1998. In addition, First Banks is estimating direct expenses of $1.9 million for the duration of the Program. The total cost could vary significantly from those currently estimated for unforeseen circumstances that could develop in carrying out the Program. Concurrent with the development and execution of the Plan is the evolution of First Banks' Year 2000 Contingency Plan (Contingency Plan). The Contingency Plan is intended to be an evolving document changing and developing to reflect the results, progress and current status of the Program. The Contingency Plan addresses a variety of issues including critical and common systems, credit risk, liquidity, loan and deposit customers, facilities, supplies and computer back-up locations. Additionally, First Banks has developed business resumption plans and process resumption test plans for each functional area deemed critical to the operations of First Banks. These business resumption plans, collectively with the Contingency Plan, also serve as evolving documents and will continue to be modified to appropriately address Year 2000 risks associated with the individual needs and responsibilities of each of these critical functional areas based upon the results of the process resumption testing efforts. While First Banks is making a substantial effort to become Year 2000 compliant, there is no assurance the Year 2000 problem will not have a material adverse effect on its financial condition or results of operations. Liquidity The liquidity of First Banks and its Subsidiary Banks is the ability to maintain a cash flow which is adequate to fund operations, service debt obligations and meet other commitments on a timely basis. The Subsidiary Banks' primary sources for liquidity are customer deposits, loan payments, maturities and sales of investment securities and earnings. In addition, First Banks and its Subsidiary Banks may avail themselves of more volatile sources of funds through issuance of certificates of deposit in denominations of $100,000 or more, federal funds borrowed, securities sold under agreements to repurchase, borrowings from the Federal Home Loan Bank and other borrowings, including First Banks' $90 million credit agreement with a group of unaffiliated financial institutions. The aggregate funds acquired from those sources were $381.1 million and $391.4 million at June 30, 1999 and December 31, 1998, respectively. At June 30, 1999, First Banks' more volatile sources of funds mature as follows:
(dollars expressed in thousands) Three months or less................................................... $ 205,410 Over three months through six months................................... 52,087 Over six months through twelve months.................................. 70,454 Over twelve months..................................................... 53,196 ---------- Total................................................................ 381,147 ==========
Management believes the future earnings of its Subsidiary Banks will be sufficient to provide funds for growth and to permit the distribution of dividends to First Banks sufficient to meet First Banks' operating and debt service requirements both on a short-term and long-term basis and to pay the dividends on the First Capital Preferred Securities and the FACT Preferred Securities. Effects of New Accounting Standards In June 1998, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 133 -- Accounting for Derivative Instruments and Hedging Activities (SFAS 133). SFAS 133 establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. SFAS 133 requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. If certain conditions are met, a derivative may be specifically designated as a hedge in one of three categories. The accounting for changes in the fair value of a derivative (that is, gains and losses) depends on the intended use of the derivative and the resulting designation. Under SFAS 133, an entity that elects to apply hedge accounting is required to establish, at the inception of the hedge, the method it will use for assessing the effectiveness of the hedging derivative and the measurement approach for determining the ineffective aspect of the hedge. Those methods must be consistent with the entity's approach to managing risk. SFAS 133 applies to all entities. In June 1999, the FASB issued SFAS No. 137 - Accounting for Derivative Instruments and Hedging Activities - Deferral of the Effective Date of FASB Statement No. 133, an Amendment of FASB Statement No. 133, which defers the effective date of SFAS 133 from fiscal years beginning after June 15, 1999 to fiscal years beginning after June 15, 2000. Initial application should be as of the beginning of an entity's fiscal quarter; on that date, hedging relationships must be designated and documented pursuant to the provisions of SFAS 133, as amended. Earlier application of all of the provisions is encouraged but is permitted only as of the beginning of any fiscal quarter that begins after the issuance date of SFAS 133, as amended. Additionally, SFAS 133, as amended, should not be applied retroactively to financial statements of prior periods. First Banks is currently evaluating the requirements of SFAS 133, as amended, to determine its potential impact on the consolidated financial statements. On January 1, 1999, First Banks adopted the provisions of SFAS No. 134 - - Accounting for Mortgage-Backed Securities Retained after the Securitization of Mortgage Loans Held for Sale by a Mortgage Banking Enterprise, an amendment of FASB SFAS No. 65 (SFAS 134). SFAS 134 amended SFAS 65 to require that after the securitization of mortgage loans held for sale, an entity engaged in mortgage banking activities classify the resulting mortgage-backed securities or other retained interests based on its ability and intent to sell or hold those investments. However, a mortgage banking enterprise must classify as trading any retained mortgage-backed securities that it commits to sell before or during the securitization process. The implementation of SFAS 134 did not have a material impact on First Banks' consolidated financial statements. Part II- OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) The exhibits are numbered in accordance with the Exhibit Table of Item 601 of Regulation S-K. Exhibit Number Description ------ ----------- 27 Article 9 - Financial Data Schedule (EDGAR only) (b) First Banks filed no reports on Form 8-K during the three months ended June 30, 1999. SIGNATURES 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. FIRST BANKS, INC. Registrant Date: August 10, 1999 By: /s/ James F. Dierberg --------------------- James F. Dierberg Chairman, President and Chief Executive Officer Date: August 10, 1999 By: /s/ Allen H. Blake ----------------------- Allen H. Blake Executive Vice President, Chief Financial Officer, Chief Operating Officer and Secretary (Principal Financial Officer) EX-27 2 FDS --
9 0000710507 First Banks, Inc. 1,000 6-mos Dec-31-1999 Jan-31-1999 Jun-30-1999 138,686 2,232 28,100 0 374,978 22,136 22,373 3,768,094 64,977 4,572,869 3,990,490 77,855 99,818 127,527 0 13,063 5,915 258,201 4,572,869 153,639 14,107 455 168,201 70,737 77,116 91,085 5,863 489 72,735 35,605 35,605 0 0 21,830 908.75 877.36 8.10 40,861 6,957 0 82,963 60,970 7,528 4,206 64,977 54,330 0 10,647
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