MISSOURI
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0-20632
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43-1175538
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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135 North Meramec, Clayton, Missouri
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63105
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(Address of principal executive offices)
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(Zip code)
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.02
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Results of Operations and Financial Condition.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit
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|||
Number
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Description
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||
99
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Press Release issued on July 29, 2011 – filed herewith.
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FIRST BANKS, INC.
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||||
Date:
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July 29, 2011
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By:
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/s/
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Terrance M. McCarthy
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Terrance M. McCarthy
|
||||
President and Chief Executive Officer
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Exhibit
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||
Number
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Description
|
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99
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Press Release issued on July 29, 2011.
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|
NEWS RELEASE
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Contacts:
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Terrance M. McCarthy
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Lisa K. Vansickle
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President and
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Executive Vice President and
|
|
Chief Executive Officer
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Chief Financial Officer
|
|
First Banks, Inc.
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First Banks, Inc.
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(314) 854-4600
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(314) 854-4600
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Traded:
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NYSE
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Symbol:
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FBSPrA – (First Preferred Capital Trust IV, an affiliated trust of First Banks, Inc.)
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FOR IMMEDIATE RELEASE:
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|
·
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Maintained First Bank’s regulatory capital ratios at “well capitalized” levels, reflecting continued improvement in each of the regulatory capital ratios during the year, including an increase in First Bank’s Total Capital Ratio to 14.29% at June 30, 2011 from 13.78% at March 31, 2011 and 12.95% at December 31, 2010. Regulatory capital ratios for First Bank and First Banks, Inc. are summarized in the table below:
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June 30,
|
March 31,
|
June 30,
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||||||||||
2011
|
2011
|
2010 (1)
|
||||||||||
First Bank:
|
||||||||||||
Total Capital Ratio
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14.29
|
%
|
13.78
|
%
|
12.11
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%
|
||||||
Tier 1 Ratio
|
13.01
|
12.49
|
10.82
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|||||||||
Leverage Ratio
|
7.96
|
7.89
|
7.65
|
|||||||||
First Banks, Inc.:
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||||||||||||
Total Capital Ratio
|
3.38
|
4.29
|
9.46
|
|||||||||
Tier 1 Ratio
|
1.69
|
2.14
|
4.73
|
|||||||||
Leverage Ratio
|
1.03
|
1.35
|
3.34
|
|
(1)
|
First Banks, Inc.’s regulatory capital ratios at June 30, 2011 and March 31, 2011 reflect the implementation of new Federal Reserve rules that became effective on March 31, 2011. First Banks, Inc.’s total capital, tier 1 and leverage ratios at June 30, 2010 would have been 7.24%, 3.97% and 2.80%, respectively, under the new rules if implemented as of June 30, 2010.
|
|
·
|
Significantly reduced the provision for loan losses and net charge-offs for the second quarter of 2011 as compared to the second quarter of 2010. The Company also reduced its overall level of nonperforming assets by $76.6 million, or 15.1%, as compared to March 31, 2011 and $107.5 million, or 19.9%, as compared to December 31, 2010. In addition, the Company reduced its overall level of potential problem loans by $58.4 million, or 16.2%, as compared to March 31, 2011 and $70.0 million, or, 18.8%, as compared to December 31, 2010. Certain asset quality results as of or for the quarterly periods are summarized in the following table:
|
June 30,
|
March 31,
|
June 30,
|
|||||||||||
2011
|
2011
|
2010
|
|||||||||||
Provision for loan losses
|
$
|
23,000
|
10,000
|
83,000
|
|||||||||
Nonaccrual loans
|
305,803
|
382,006
|
491,596
|
||||||||||
Performing troubled debt restructurings
|
90,506
|
89,712
|
63,880
|
||||||||||
Other real estate and repossessed assets
|
126,244
|
126,625
|
188,228
|
||||||||||
Potential problem loans
|
303,123
|
361,522
|
432,544
|
||||||||||
Net loan charge-offs
|
45,787
|
27,060
|
91,031
|
||||||||||
Allowance for loan losses as a percent of loans, net of unearned discount
|
4.32
|
%
|
4.44
|
4.33
|
|
·
|
Reduced the overall level of construction loans to $332.4 million at June 30, 2011 as compared to $439.5 million, $490.8 million and $764.3 million at March 31, 2011, December 31, 2010 and June 30, 2010, respectively. Construction loans decreased $158.4 million, or 32.3%, as compared to December 31, 2010.
|
|
·
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Reduced the overall level of other real estate and repossessed assets during the quarter to $126.2 million at June 30, 2011, as compared to $126.6 million at March 31, 2011, $140.7 million at December 31, 2010 and $188.2 million at June 30, 2010. Other real estate and repossessed assets have decreased $14.4 million, or 10.3%, as compared to December 31, 2010.
|
|
·
|
Maintained a high level of cash and cash equivalents at $628.8 million and increased unpledged investment securities to $1.96 billion, resulting in total available liquidity of $2.59 billion at June 30, 2011 as compared to $2.44 billion at March 31, 2011, $2.22 billion at December 31, 2010 and $2.10 billion at June 30, 2010.
|
|
·
|
Completed the sale of $37.5 million of loans and $92.2 million of deposits associated with the Company’s remaining three branches in its Northern Illinois region on May 13, 2011, resulting in a gain on sale of $425,000, including the write-off of goodwill and intangible assets of $1.6 million.
|
|
·
|
Completed the sale of $667,000 of loans and $10.4 million of deposits associated with the Company’s Edwardsville, Illinois branch on April 29, 2011, resulting in a gain on sale of $263,000, including the write-off of goodwill and intangible assets of $500,000.
|
|
·
|
The net interest margin was 2.83% for the second quarter of 2011, in comparison to 2.90% for the first quarter of 2011 and 3.06% for the second quarter of 2010. The net interest margin continues to be negatively impacted by a high average balance of short-term investments, which was $771.1 million, $861.1 million and $1.24 billion for the second quarter of 2011, first quarter of 2011 and the second quarter of 2010, respectively. These short-term investments are currently yielding 25 basis points. During this time period, the Company deemed it appropriate to maintain significant on-balance sheet liquidity in light of uncertain economic conditions in many of the Company’s markets.
|
|
·
|
The average yield on loans was 4.87% for the second quarter of 2011, in comparison to 4.95% for the first quarter of 2011 and 5.16% for the second quarter of 2010. Loan yields continue to be adversely impacted by the level of nonaccrual loans as a percentage of total loans and the low prime and LIBOR interest rates.
|
|
·
|
The average yield on investment securities was 2.28% for the second quarter of 2011, in comparison to 2.22% for the first quarter of 2011 and 2.93% for the second quarter of 2010.
|
|
·
|
The average cost of interest-bearing deposits was 0.72% for the second quarter of 2011, in comparison to 0.81% for the first quarter of 2011 and 1.14% for the second quarter of 2010, and reflects the continued re-pricing of certificates of deposit to current market interest rates upon maturity.
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|
·
|
The provision for loan losses was $23.0 million for the second quarter of 2011, in comparison to $10.0 million for the first quarter of 2011 and $83.0 million for the second quarter of 2010. The decrease in the provision for loan losses for the second quarter of 2011, as compared to the second quarter of 2010, was primarily attributable to the decrease in the overall level of nonaccrual loans and potential problem loans, lower net charge-offs and less severe asset quality migration, partially due to a declining balance of construction and non-owner occupied commercial real estate loans.
|
|
·
|
Net loan charge-offs were $45.8 million for the second quarter of 2011, compared to $27.1 million for the first quarter of 2011 and $91.0 million for the second quarter of 2010.
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|
·
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Nonaccrual loans decreased $76.2 million during the second quarter of 2011 to $305.8 million at June 30, 2011 compared to $382.0 million at March 31, 2011, $398.9 million at December 31, 2010 and $491.6 million at June 30, 2010, representing a 37.8% decrease in nonaccrual loans year-over-year. The reductions in nonaccrual loans are reflective of continued progress regarding the implementation of the Company’s initiatives included in its Asset Quality Improvement Plan, such as sales and other actions designed to decrease the overall balance of nonaccrual and other potential problem loans and assets.
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|
·
|
Noninterest income was $15.7 million for the second quarter of 2011, in comparison to $14.3 million for the first quarter of 2011 and $26.4 million for the second quarter of 2010.
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|
·
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Noninterest income for the second quarter of 2011 includes a gain on the sale of three branches in the Company’s Northern Illinois Region of $425,000 and a gain on the sale of the Company’s Edwardsville, Illinois branch of $263,000. Noninterest income for the second quarter of 2010 includes a gain on the sale of the Company’s Texas region of $5.0 million.
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·
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Noninterest expense decreased to $57.5 million for the second quarter of 2011 compared to $59.2 million for the first quarter of 2011 and $70.9 million for the second quarter of 2010. The decrease in noninterest expense as compared to the second quarter of 2010 is reflective of the implementation of certain measures throughout the last six months of 2010 and first six months of 2011 intended to improve efficiency in conjunction with the restructuring of the Company to a smaller footprint.
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·
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Write-downs and expenses on other real estate properties and repossessed assets were $5.5 million, $4.9 million and $9.6 million for the second quarter of 2011, the first quarter of 2011 and the second quarter of 2010, respectively. These expenses, in addition to loan related expenses such as legal and other collection related fees, remain at significantly higher-than-historical levels and will continue to negatively impact the Company’s core earnings until asset quality returns to more normalized levels.
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·
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Cash and cash equivalents were $628.8 million at June 30, 2011 compared to $955.3 million at March 31, 2011, $996.6 million at December 31, 2010 and $1.47 billion at June 30, 2010. The decrease in cash and cash equivalents of $326.5 million during the second quarter of 2011 resulted from the Company increasing its investment securities portfolio by $436.4 million and experiencing a decrease in deposit balances of $276.9 million. These cash outflows were partially offset by substantial loan payoffs during the second quarter of 2011.
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·
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Cash, cash equivalents and unpledged securities were $2.59 billion and comprised 37.4% of total assets at June 30, 2011, compared to $2.44 billion and 33.9% of total assets at March 31, 2011, $2.22 billion and 30.1% of total assets at December 31, 2010, and $2.10 billion and 24.8% of total assets at June 30, 2010.
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·
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Investment securities increased to $2.20 billion at June 30, 2011 from $1.76 billion at March 31, 2011, $1.49 billion at December 31, 2010 and $995.5 million at June 30, 2010. The Company is utilizing a portion of its higher level of cash and cash equivalents to fund gradual and planned increases in its investment securities portfolio.
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·
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Loans, net of unearned discount, decreased to $3.73 billion at June 30, 2011 from $4.14 billion at March 31, 2011, $4.53 billion at December 31, 2010 and $5.58 billion at June 30, 2010. The reduction in loan balances for the second quarter of 2011 reflects the sale of $37.5 million of loans associated with the Company’s three remaining Northern Illinois branches, in addition to a substantial level of expected customer payments and other activity such as foreclosures and charge-offs.
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|
·
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In addition to the decrease in construction loans previously mentioned, non-owner occupied commercial real estate loans decreased to $623.6 million at June 30, 2011 from $707.9 million at March 31, 2011, $807.5 million at December 31, 2010 and $950.7 million at June 30, 2010, reflecting the Company’s initiatives to reduce its overall risk exposure to these types of lending relationships.
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|
·
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The Company’s loan-to-deposit ratio was 61.46% at June 30, 2011, as compared to 65.21% at March 31, 2011, 68.94% at December 31, 2010 and 79.72% at June 30, 2010.
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·
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Total assets decreased to $6.92 billion at June 30, 2011 from $7.21 billion at March 31, 2011, $7.38 billion at December 31, 2010 and $8.48 billion at June 30, 2010. The reduction in total assets during the second quarter of 2011 is reflective of decreases in the loan portfolio, other real estate and cash and cash equivalents, partially offset by an increase in the investment securities portfolio.
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|
·
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Deposits were $6.08 billion at June 30, 2011, in comparison to $6.35 billion at March 31, 2011, $6.58 billion at December 31, 2010 and $7.01 billion at June 30, 2010. The decrease in deposits of $276.9 million during the second quarter of 2011 was primarily attributable to the sale of $92.2 million and $10.4 million of deposits associated with the Company’s Northern Illinois and Edwardsville, Illinois branch sales, respectively, and is also reflective of the Company’s efforts to exit unprofitable certificate of deposit and money market relationships and reduce deposit costs.
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·
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Other borrowings were $51.2 million at June 30, 2011, in comparison to $39.4 million at March 31, 2011, $31.8 million at December 31, 2010 and $577.8 million at June 30, 2010. Other borrowings at June 30, 2011 were comprised solely of daily repurchase agreements utilized by customers as an alternative deposit product.
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FINANCIAL SUMMARY
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(dollars expressed in thousands, except per share data)
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(UNAUDITED)
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SELECTED OPERATING DATA
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||||||||
June 30,
|
March 31,
|
June 30,
|
June 30,
|
June 30,
|
||||||||||||||||
2011
|
2011
|
2010
|
2011
|
2010
|
||||||||||||||||
Interest income
|
$
|
59,385
|
62,875
|
85,133
|
122,260
|
176,964
|
||||||||||||||
Interest expense
|
12,506
|
13,952
|
22,641
|
26,458
|
50,538
|
|||||||||||||||
Net interest income
|
46,879
|
48,923
|
62,492
|
95,802
|
126,426
|
|||||||||||||||
Provision for loan losses
|
23,000
|
10,000
|
83,000
|
33,000
|
125,000
|
|||||||||||||||
Net interest income (loss) after provision for loan losses
|
23,879
|
38,923
|
(20,508
|
)
|
62,802
|
1,426
|
||||||||||||||
Noninterest income
|
15,728
|
14,287
|
26,445
|
30,015
|
53,428
|
|||||||||||||||
Noninterest expense
|
57,511
|
59,241
|
70,864
|
116,752
|
147,682
|
|||||||||||||||
Loss before provision for income taxes
|
(17,904
|
)
|
(6,031
|
)
|
(64,927
|
)
|
(23,935
|
)
|
(92,828
|
)
|
||||||||||
Provision for income taxes
|
72
|
52
|
48
|
124
|
153
|
|||||||||||||||
Net loss
|
(17,976
|
)
|
(6,083
|
)
|
(64,975
|
)
|
(24,059
|
)
|
(92,981
|
)
|
||||||||||
Less: net (loss) income attributable to noncontrolling interest in subsidiaries
|
(927
|
)
|
65
|
(27
|
)
|
(862
|
)
|
(464
|
)
|
|||||||||||
Net loss attributable to First Banks, Inc.
|
$
|
(17,049
|
)
|
(6,148
|
)
|
(64,948
|
)
|
(23,197
|
)
|
(92,517
|
)
|
|||||||||
Basic and diluted loss per common share
|
$
|
(945.00
|
)
|
(481.41
|
)
|
(2,958.79
|
)
|
(1,426.41
|
)
|
(4,335.04
|
)
|
SELECTED FINANCIAL DATA
|
June 30,
|
December 31,
|
June 30,
|
||||||||||
2011
|
2010
|
2010
|
||||||||||
Total assets
|
$
|
6,919,276
|
7,378,128
|
8,475,695
|
||||||||
Cash and cash equivalents
|
628,756
|
996,630
|
1,466,807
|
|||||||||
Investment securities
|
2,196,408
|
1,494,337
|
995,487
|
|||||||||
Loans, net of unearned discount
|
3,734,603
|
4,533,343
|
5,584,687
|
|||||||||
Allowance for loan losses
|
161,186
|
201,033
|
241,969
|
|||||||||
Goodwill and other intangible assets
|
127,455
|
131,112
|
142,454
|
|||||||||
Deposits
|
6,076,145
|
6,575,860
|
7,005,183
|
|||||||||
Other borrowings
|
51,247
|
31,761
|
577,831
|
|||||||||
Subordinated debentures
|
354,019
|
353,981
|
353,943
|
|||||||||
Stockholders’ equity
|
309,319
|
307,295
|
434,056
|
|||||||||
Nonperforming assets
|
432,047
|
539,573
|
679,824
|
SELECTED FINANCIAL RATIOS
|
Three Months Ended
|
Six Months Ended
|
||||||||||||||||||||
June 30,
|
March 31,
|
June 30,
|
June 30,
|
June 30,
|
|||||||||||||||||
2011
|
2011
|
2010
|
2011
|
2010
|
|||||||||||||||||
Net interest margin
|
2.83
|
%
|
2.90
|
%
|
3.06
|
%
|
2.87
|
%
|
2.90
|
%
|
|||||||||||
Yield on loans
|
4.87
|
4.95
|
5.16
|
4.92
|
5.14
|
||||||||||||||||
Cost of interest-bearing deposits
|
0.72
|
0.81
|
1.14
|
0.76
|
1.20
|
||||||||||||||||
Loan-to-deposit ratio
|
61.46
|
65.21
|
79.72
|
61.46
|
79.72
|