SCHEDULE 14A
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrantx Filed by a Party other than the Registrant¨
Check the appropriate box:
| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy Statement |
| ¨ | Definitive Additional Materials |
| x | Soliciting Material Pursuant to § 240.14a-12 |
Amegy Bancorporation, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| | (1) | Title of each class of securities to which transaction applies: |
| | (2) | Aggregate number of securities to which transaction applies: |
| | (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| | (4) | Proposed maximum aggregate value of transaction: |
| ¨ | Fee paid previously with preliminary materials. |
| ¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| | (1) | Amount Previously Paid: |
| | (2) | Form, Schedule or Registration Statement No.: |
Filed by: Amegy Bancorporation, Inc.
Pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Amegy Bancorporation, Inc.
Commission File No. 000-22007
On July 21, 2005, Amegy Bancorporation, Inc. issued the following communication:
| | |
 | | Press Release July 21, 2005 |
AMEGY BANK OF TEXAS CONTINUES
GROWTH IN SECOND QUARTER
Merger Announced with Zions Bancorporation
2nd Quarter Highlights
| | • | | Diluted earnings per common share were $0.27 for the quarter, up 16% over the prior year and up 13% linked quarter |
| | • | | Total revenue increased 22% over prior year; up 3.3% linked quarter |
| | • | | Noninterest income increased 40% over prior year; up 9.7% linked quarter |
| | • | | Average loans held for investment increased 23% over prior year; up 6% annualized on a linked quarter basis |
| | • | | Average deposits grew 20% over prior year; up 14% annualized on a linked quarter basis |
| | • | | Average assets increased 24% over prior year to $7.66 billion; up 5% annualized on a linked quarter basis |
| | • | | Asset quality indicators remain positive; nonperforming assets were 44 basis points at quarter end |
| | • | | Merger with Zions Bancorporation announced |
Houston, Texas – Amegy Bancorporation, Inc., parent of Amegy Bank N.A. (NASDAQ: ABNK), today reported second quarter results that reflect the successful continuation of its strategy to build its core businesses. On July 6, the Company announced its intent to merge with Zions Bancorporation (NASDAQ: ZION). The merger is subject to Amegy Bancorporation shareholder and regulatory approvals and is expected to close in the fourth quarter of 2005.
For the quarter ended June 30, 2005, net income was $19.2 million, or $0.27 per diluted common share, compared to $16.2 million for the quarter ended June 30, 2004, or $0.23 per diluted common share.
Return on average assets and return on average common shareholders’ equity for the three months ended June 30, 2005 were 1.00% and 12.88%, respectively, compared to 1.06% and 12.66%, respectively, for the same period in 2004.
Total revenue for the second quarter of 2005 was $94.0 million, an increase of 22% over the same period in 2004 and up 3.3% linked quarter or 13% on an annualized basis. Average loans held for investment were $4.65 billion, a 23% increase over the second quarter of 2004 and an increase of 6% on an annualized basis. Period end loans held for investment increased 10% on an annualized basis over the first quarter of 2005. Average deposits were $5.65 billion, an
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increase of 20% over the comparable period in 2004 and 14% annualized on a linked quarter basis. Average assets increased to $7.66 billion, a 24% increase from the second quarter of 2004 and an increase of 5% annualized on a linked quarter basis.
“This has been an exciting quarter for us and one that shows our continued growth not only through the work of our extraordinary group of bankers but in planning for future expansion and development through our affiliation with Zions Bancorporation,” said Paul Murphy, CEO. “I believe there are significant revenue enhancement opportunities as well as infrastructure and expense benefits that can be gained in this new partnership. We think we fit perfectly into Zions’ collection of great banks.”
Net Interest Income
Net interest income increased to $62.4 million, or 15%, for the second quarter of 2005 over the same period a year earlier and increased 0.3% linked quarter. The taxable-equivalent net interest margin decreased 10 basis points linked quarter to 3.77%. The yield on the loan portfolio increased by 32 basis points and the yield from the securities portfolio decreased 3 basis points from the first quarter of 2005. Cost of funds, including demand deposits, was 178 basis points for the quarter, up 31 basis points on a linked quarter basis.
Noninterest Income
For the three months ended June 30, 2005, noninterest income totaled $31.6 million, a 40% increase from the same period in 2004 and a 9.7% increase linked quarter. Service charges on deposit accounts were $10.7 million, down 6% linked quarter, primarily due to an increase in the earnings credit rate. Investment services and trust fee income totaled $4.6 million, a 61% increase from the same period in 2004 and a 29% increase linked quarter. This increase is primarily due to increased foreign exchange, insurance, and mutual fund fee income.
“The people and products that we have invested in over the past few years are producing significant results for our customers and our noninterest income stream,” said Scott McLean, President. “Our strengthened capacity in trust, capital markets and foreign exchange have enabled us to leverage current relationships, as well as add new ones, with an array of products and services that have been well-received by our customers.”
Other fee income increased 9.3% linked quarter to $8.0 million driven by an increase in letters of credit and servicing fees. Other operating income increased 27% linked quarter to $8.3 million, including a valuation gain of $3.8 million on one private equity investment.
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Noninterest Expenses
Noninterest expenses for the three months ended June 30, 2005 were $66.3 million, an increase of 3.3% linked quarter. Salaries and benefits were essentially flat at $34.7 million for the quarter. Other expenses were $20.8 million for the quarter, an increase of $1.9 million, or 10%, linked quarter. This increase is primarily due to an increase in loan and other real estate owned expenses of $1.4 million resulting from a write down of two foreclosed assets in the second quarter. Name change expenses were $ 1.7 million and merger-related expenses were $759,000 for the quarter.
On a taxable-equivalent basis, the efficiency ratio was 67.12% for the second quarter of 2005 compared to 66.94% linked quarter. The effective tax rate for the second quarter of 2005 was 26.8% compared to 28.5% in the first quarter reflecting the recognition of tax credits received during the quarter.
Asset Quality
Asset quality continued to be a strength during the second quarter. Nonperforming assets declined to $21.0 million, or 0.44% of loans and other real estate, compared to $22.1 million, or 0.48% of loans and other real estate, linked quarter. Allowance for credit losses to total loans is 1.06% at June 30, 2005, compared to 1.09% linked quarter. The allowance for loan losses to nonperforming loans was 347.61% at June 30, 2005 compared to 358.92% linked quarter.
Total Loans, Deposits, Investments, Assets, and Equity
Total loans held for investment were $4.72 billion at June 30, 2005, an increase of 21% from the second quarter of 2004 and 2.5% on a linked quarter basis. Total deposits at June 30, 2005 were $5.90 billion, an increase of 23% from the second quarter of 2004 and 1.7% on a linked quarter basis. Investment securities were $1.97 billion at June 30, 2005, an increase of 21% from the second quarter of 2004 and an increase of 2.8% linked quarter. At June 30, 2005, total assets were $7.74 billion, an increase of 22% from the second quarter of 2004 and an increase of 2.4% linked quarter. Total shareholders’ equity was $613.1 million at June 30, 2005 and the Tier 1 leverage ratio was 7.96%.
Amegy Bancorporation, Inc., the parent company of Amegy Bank N.A., is the largest independent bank holding company headquartered in Houston, Texas. The Company focuses on commercial lending, treasury management and investment services for businesses, private financial management and trust services for families and individuals, and retail and mortgage banking services. The Company, with $7.74 billion in assets, has more than 75 full-service branches located throughout the Houston and Dallas metropolitan areas. The Company has
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announced its intent to merge with Zions Bancorporation with an anticipated closing, subject to Amegy Bancorporation shareholder and regulatory approvals, in the fourth quarter of 2005.
Utilization of Financial Measures:
Consolidated financial information and supplemental unaudited data schedules follow in this release. Exhibits I and II provide additional information on the net interest margin, including average balances and average rates for both assets and liabilities for the periods presented. Exhibit III presents quarterly comparative data.
Conference Call Information:
The Company’s earnings release and the related financial supplements will be available on www.amegybank.com, the Company’s website, prior to the beginning of the conference call. The conference call for analysts and investors will be Friday, July 22 at 10:30 a.m. CST (11:30 a.m. EST) and may be accessed by dialing (866) 412-1109 and reference “Amegy Bancorporation Second Quarter Earnings Call.” The call is also available on the web at http://audioevent.mshow.com/244321. The call will be archived and may be accessed by calling 800-642-1687 and enter 7289592 as the PIN.
Forward-Looking Statements:
Certain of the matters discussed in this press release may constitute forward-looking statements for the purposes of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and as such may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Southwest Bancorporation of Texas, Inc. (the “Company”) to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. The words “expect,” “anticipated,” “intend,” “plan,” “believe,” “seek,” “estimate,” and similar expressions are intended to identify such forward-looking statements. The Company’s actual results may differ materially from the results anticipated in these forward-looking statements due to a variety of factors, including, without limitation (a) the effects of future economic conditions on the Company and its customers; (b) the costs and effects of litigation and of unexpected or adverse outcomes in such litigation; (c) governmental monetary and fiscal policies, as well as legislative and regulatory changes; (d) the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Financial Accounting Standards Board and other accounting standard setters; (e) the risks of changes in interest rates on the level and composition of deposits, loan demand, and the values of loan collateral, securities and interest rate protection agreements, as well as interest rate risks; (f) the effects of competition from other commercial banks, thrifts, mortgage banking firms, consumer finance companies, credit unions, securities brokerage firms, insurance companies, money market and other mutual funds and other financial institutions operating in the Company’s market area and elsewhere, including institutions operating locally, regionally, nationally and internationally, together with such competitors offering banking products and services by mail, telephone, computer and the internet; (g) technological changes; (h) acquisition and integration of acquired businesses; (i) the failure of assumptions underlying the establishment of reserves for loan loses and estimations of values of collateral in various financial assets and liabilities; (j) acts of war or terrorism. All written or oral forward-looking statements attributable to the Company are expressly qualified in their entirety by these cautionary statements.
Additional Information and Where to Find It
Zions Bancorporation will file a Form S-4, Amegy Bancorporation will file a proxy statement and both companies will file other relevant documents concerning the proposed merger transaction with the Securities and Exchange Commission (SEC). INVESTORS ARE URGED TO READ THE FORM S-4 AND PROXY STATEMENT WHEN THEY BECOME AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You will be able to obtain the documents free of charge at the website maintained by the SEC at www.sec.gov. In addition, you may obtain documents filed with the SEC by Zions free of charge by contacting: Investor Relations, Zions Bancorporation, One South Main Street, Suite 1134, Salt Lake City, Utah 84111, (801) 524-4787. You may obtain documents filed with the SEC by Amegy free of charge by contacting: Controller, Amegy Bancorporation, 4400 Post Oak Parkway, Houston, Texas 77027, (713) 235-8800.
Interest of Certain Persons in the Merger
Zions, Amegy, and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies from Amegy’s shareholders in connection with the merger. Information about the directors and executive officers of Zions and their ownership of Zions stock is set forth in the proxy statement for Zions’ 2005 Annual Meeting of Shareholders. Information about the directors and executive officers of Amegy and their ownership of Amegy stock is set forth in the proxy statement for Amegy’s 2005
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Annual Meeting of Shareholders. Investors may obtain additional information regarding the interests of such participants by reading the Form S-4 and proxy statement for the merger when they become available.
Investors should read the Form S-4 and proxy statement carefully when they become available before making any voting or investment decisions.
Contacts:
Randy Meyer, EVP & CFO
713-235-8832
randy.meyer@amegybank.com
Sarah Peterson, SVP Investor & Corporate Communications
713-232-1115
sarah.peterson@amegybank.com
# # #
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Amegy Bancorporation, Inc.
Consolidated Financial Information (unaudited)
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| | | 2Q-05
| | | 2Q-04
| | | % change
| | | YTD 05
| | | YTD 04
| | | % change
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| | | (in 000’s except per share data) | |
Balance sheet averages | | | | | | | | | | | | | | | | | | | | | | |
Loans held for investment | | $ | 4,649,225 | | | $ | 3,768,629 | | | 23.4 | % | | $ | 4,614,252 | | | $ | 3,685,133 | | | 25.2 | % |
Loans held for sale | | | 112,246 | | | | 104,545 | | | 7.4 | % | | | 107,986 | | | | 100,081 | | | 7.9 | % |
Investment securities | | | 1,996,238 | | | | 1,628,789 | | | 22.6 | % | | | 1,976,870 | | | | 1,592,290 | | | 24.2 | % |
Securities purchased under resale agreements | | | — | | | | — | | | 0.0 | % | | | — | | | | 11,538 | | | -100.0 | % |
Fed funds sold and other interest-earning assets | | | 43,514 | | | | 42,375 | | | 2.7 | % | | | 43,827 | | | | 46,943 | | | -6.6 | % |
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Total interest-earning assets | | | 6,801,223 | | | | 5,544,338 | | | 22.7 | % | | | 6,742,935 | | | | 5,435,985 | | | 24.0 | % |
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Allowance for loan losses | | | (50,833 | ) | | | (49,658 | ) | | 2.4 | % | | | (50,748 | ) | | | (47,714 | ) | | 6.4 | % |
Cash and due from banks | | | 278,618 | | | | 266,082 | | | 4.7 | % | | | 297,874 | | | | 294,799 | | | 1.0 | % |
Goodwill | | | 150,081 | | | | 55,077 | | | 172.5 | % | | | 149,973 | | | | 50,383 | | | 197.7 | % |
Core deposit intangibles | | | 23,902 | | | | 11,149 | | | 114.4 | % | | | 25,004 | | | | 9,541 | | | 162.1 | % |
Other assets | | | 453,968 | | | | 354,592 | | | 28.0 | % | | | 441,675 | | | | 361,561 | | | 22.2 | % |
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Total assets | | $ | 7,656,959 | | | $ | 6,181,580 | | | 23.9 | % | | $ | 7,606,713 | | | $ | 6,104,555 | | | 24.6 | % |
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Noninterest-bearing deposits | | $ | 1,765,836 | | | $ | 1,574,075 | | | 12.2 | % | | $ | 1,762,810 | | | $ | 1,532,569 | | | 15.0 | % |
Interest-bearing demand deposits | | | 93,292 | | | | 71,089 | | | 31.2 | % | | | 101,921 | | | | 65,724 | | | 55.1 | % |
Savings deposits | | | 2,224,241 | | | | 1,981,168 | | | 12.3 | % | | | 2,239,100 | | | | 1,947,004 | | | 15.0 | % |
Time deposits | | | 1,564,356 | | | | 1,065,937 | | | 46.8 | % | | | 1,447,413 | | | | 1,035,563 | | | 39.8 | % |
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Total deposits | | | 5,647,725 | | | | 4,692,269 | | | 20.4 | % | | | 5,551,244 | | | | 4,580,860 | | | 21.2 | % |
Repurchase agreements and other borrowed funds | | | 1,372,552 | | | | 940,165 | | | 46.0 | % | | | 1,425,922 | | | | 974,197 | | | 46.4 | % |
Other liabilities | | | 40,155 | | | | 33,824 | | | 18.7 | % | | | 36,635 | | | | 36,491 | | | 0.4 | % |
Shareholders’ equity | | | 596,527 | | | | 515,322 | | | 15.8 | % | | | 592,912 | | | | 513,007 | | | 15.6 | % |
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Total liabilities and shareholders’ equity | | $ | 7,656,959 | | | $ | 6,181,580 | | | 23.9 | % | | $ | 7,606,713 | | | $ | 6,104,555 | | | 24.6 | % |
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Income statement data | | | | | | | | | | | | | | | | | | | | | | |
Interest and fees on loans | | $ | 72,884 | | | $ | 50,488 | | | 44.4 | % | | $ | 140,084 | | | $ | 99,350 | | | 41.0 | % |
Interest on securities | | | 20,311 | | | | 14,678 | | | 38.4 | % | | | 40,141 | | | | 29,227 | | | 37.3 | % |
Interest on fed funds sold and other interest-earning assets | | | 338 | | | | 119 | | | 184.0 | % | | | 621 | | | | 308 | | | 101.6 | % |
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Total interest income | | | 93,533 | | | | 65,285 | | | 43.3 | % | | | 180,846 | | | | 128,885 | | | 40.3 | % |
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Interest on deposits | | | 20,488 | | | | 8,408 | | | 143.7 | % | | | 35,983 | | | | 16,478 | | | 118.4 | % |
Interest on subordinated debentures | | | 2,839 | | | | 550 | | | 416.2 | % | | | 5,355 | | | | 1,095 | | | 389.0 | % |
Interest on other borrowings | | | 7,822 | | | | 2,110 | | | 270.7 | % | | | 14,927 | | | | 4,497 | | | 231.9 | % |
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Total interest expense | | | 31,149 | | | | 11,068 | | | 181.4 | % | | | 56,265 | | | | 22,070 | | | 154.9 | % |
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Net interest income | | | 62,384 | | | | 54,217 | | | 15.1 | % | | | 124,581 | | | | 106,815 | | | 16.6 | % |
Provision for loan losses | | | 1,500 | | | | 2,923 | | | -48.7 | % | | | 4,600 | | | | 4,832 | | | -4.8 | % |
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Net interest income after provision | | | 60,884 | | | | 51,294 | | | 18.7 | % | | | 119,981 | | | | 101,983 | | | 17.6 | % |
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Service charges on deposit accounts | | | 10,662 | | | | 11,190 | | | -4.7 | % | | | 22,009 | | | | 22,230 | | | -1.0 | % |
Investment services | | | 4,642 | | | | 2,885 | | | 60.9 | % | | | 8,247 | | | | 5,855 | | | 40.9 | % |
Other fee income | | | 8,020 | | | | 5,070 | | | 58.2 | % | | | 15,356 | | | | 9,873 | | | 55.5 | % |
Other operating income | | | 8,259 | | | | 3,394 | | | 143.3 | % | | | 14,741 | | | | 6,443 | | | 128.8 | % |
Gain (loss) on sales of securities, net | | | (17 | ) | | | (25 | ) | | -32.0 | % | | | (15 | ) | | | 1 | | | -1600.0 | % |
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Total noninterest income | | | 31,566 | | | | 22,514 | | | 40.2 | % | | | 60,338 | | | | 44,402 | | | 35.9 | % |
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Total revenue | | | 93,950 | | | | 76,731 | | | 22.4 | % | | | 184,919 | | | | 151,217 | | | 22.3 | % |
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Salaries and benefits | | | 34,739 | | | | 28,458 | | | 22.1 | % | | | 69,468 | | | | 56,439 | | | 23.1 | % |
Occupancy expenses | | | 10,780 | | | | 8,887 | | | 21.3 | % | | | 21,384 | | | | 17,145 | | | 24.7 | % |
Other expenses | | | 20,768 | | | | 12,884 | | | 61.2 | % | | | 39,607 | | | | 26,746 | | | 48.1 | % |
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Total noninterest expenses | | | 66,287 | | | | 50,229 | | | 32.0 | % | | | 130,459 | | | | 100,330 | | | 30.0 | % |
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Income before income taxes | | | 26,163 | | | | 23,579 | | | 11.0 | % | | | 49,860 | | | | 46,055 | | | 8.3 | % |
Provision for income taxes | | | 7,005 | | | | 7,358 | | | -4.8 | % | | | 13,758 | | | | 14,547 | | | -5.4 | % |
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Net income | | $ | 19,158 | | | $ | 16,221 | | | 18.1 | % | | $ | 36,102 | | | $ | 31,508 | | | 14.6 | % |
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Basic earnings per common share | | $ | 0.27 | | | $ | 0.24 | | | 15.5 | % | | $ | 0.51 | | | $ | 0.46 | | | 11.8 | % |
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Diluted earnings per common share | | $ | 0.27 | | | $ | 0.23 | | | 16.4 | % | | $ | 0.50 | | | $ | 0.45 | | | 12.1 | % |
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Dividends per common share | | $ | 0.03 | | | $ | 0.03 | | | 0.0 | % | | $ | 0.06 | | | $ | 0.06 | | | 0.0 | % |
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Period end # of shares outstanding | | | 70,539 | | | | 69,068 | | | 2.1 | % | | | 70,539 | | | | 69,068 | | | 2.1 | % |
Weighted avg # of shares outstanding (incl CSE’s) | | | 71,531 | | | | 70,528 | | | 1.4 | % | | | 71,590 | | | | 70,406 | | | 1.7 | % |
Amegy Bancorporation, Inc.
Consolidated Financial Information (unaudited)
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| | | 2Q-05
| | | 2Q-04
| | | % change
| | | YTD 05
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| | | ($ in 000’s except per share data) | |
Nonperforming assets | | | | | | | | | | | | | | | | | | | | | | |
Nonaccrual loans | | $ | 12,180 | | | $ | 10,668 | | | 14.2 | % | | | | | | | | | | | |
Accruing loans 90 or more days past due | | | 1,968 | | | | 1,805 | | | 9.0 | % | | | | | | | | | | | |
Restructured loans | | | — | | | | — | | | 0.0 | % | | | | | | | | | | | |
ORE and OLRA | | | 6,807 | | | | 11,461 | | | -40.6 | % | | | | | | | | | | | |
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Total nonperforming assets | | $ | 20,955 | | | $ | 23,934 | | | -12.4 | % | | | | | | | | | | | |
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Changes in allowance for credit losses | | | | | | | | | | | | | | | | | | | | | | |
Allowance for loan losses - beginning of period | | $ | 49,291 | | | $ | 46,583 | | | 5.8 | % | | $ | 49,408 | | | $ | 41,611 | | | 18.7 | % |
Provision for loan losses | | | 1,500 | | | | 2,923 | | | -48.7 | % | | | 4,600 | | | | 4,832 | | | -4.8 | % |
Charge-offs | | | (2,088 | ) | | | (3,748 | ) | | -44.3 | % | | | (6,615 | ) | | | (5,130 | ) | | 28.9 | % |
Recoveries | | | 477 | | | | 169 | | | 182.2 | % | | | 1,787 | | | | 2,498 | | | -28.5 | % |
Allowance acquired through mergers and acquisitions | | | — | | | | — | | | 0.0 | % | | | — | | | | 2,116 | | | -100.0 | % |
| | |
|
|
| |
|
|
| | | | |
|
|
| |
|
|
| | | |
Allowance for loan losses - end of period | | | 49,180 | | | | 45,927 | | | 7.1 | % | | | 49,180 | | | | 45,927 | | | 7.1 | % |
| | |
|
|
| |
|
|
| |
|
| |
|
|
| |
|
|
| |
|
|
Reserve for unfunded lending commitments - beginning of period | | | 1,905 | | | | 1,488 | | | 28.0 | % | | | 1,851 | | | | 1,397 | | | 32.5 | % |
Provision for unfunded lending commitments | | | 54 | | | | 77 | | | -29.9 | % | | | 108 | | | | 168 | | | -35.7 | % |
| | |
|
|
| |
|
|
| | | | |
|
|
| |
|
|
| | | |
Reserve for unfunded lending commitments - end of period | | | 1,959 | | | | 1,565 | | | 25.2 | % | | | 1,959 | | | | 1,565 | | | 25.2 | % |
| | |
|
|
| |
|
|
| | | | |
|
|
| |
|
|
| | | |
Allowance for credit losses | | $ | 51,139 | | | $ | 47,492 | | | 7.7 | % | | $ | 51,139 | | | $ | 47,492 | | | 7.7 | % |
| | |
|
|
| |
|
|
| | | | |
|
|
| |
|
|
| | | |
| | | | | | |
Ratios | | | | | | | | | | | | | | | | | | | | | | |
Return on average assets | | | 1.00 | % | | | 1.06 | % | | | | | | 0.96 | % | | | 1.04 | % | | | |
Return on average common shareholders’ equity | | | 12.88 | % | | | 12.66 | % | | | | | | 12.28 | % | | | 12.35 | % | | | |
Tier 1 leverage ratio | | | 7.96 | % | | | 8.45 | % | | | | | | | | | | | | | | |
Total capital to risk weighted assets | | | 11.18 | % * | | | 10.39 | % | | | | | | | | | | | | | | |
Taxable-equivalent yield on interest-earning assets | | | 5.61 | % | | | 4.84 | % | | | | | | 5.50 | % | | | 4.86 | % | | | |
Cost of funds with demand accounts | | | 1.78 | % | | | 0.79 | % | | | | | | 1.63 | % | | | 0.80 | % | | | |
Taxable-equivalent net interest margin | | | 3.77 | % | | | 4.03 | % | | | | | | 3.82 | % | | | 4.04 | % | | | |
Taxable-equivalent efficiency ratio | | | 67.12 | % | | | 62.98 | % | | | | | | 67.03 | % | | | 64.05 | % | | | |
Demand deposits to total deposits | | | 31.27 | % | | | 33.55 | % | | | | | | 31.76 | % | | | 33.46 | % | | | |
Noninterest income to total income | | | 33.60 | % | | | 29.34 | % | | | | | | 32.63 | % | | | 29.36 | % | | | |
Noninterest expense to average interest-earning assets | | | 3.91 | % | | | 3.64 | % | | | | | | 3.90 | % | | | 3.71 | % | | | |
Operating leverage | | $ | 1,063 | | | $ | 2,117 | | | | | | $ | 2,342 | | | $ | 185 | | | | |
Nonperforming assets to loans and other real estate | | | 0.44 | % | | | 0.61 | % | | | | | | | | | | | | | | |
Net charge-offs to average loans | | | 0.14 | % | | | 0.38 | % | | | | | | 0.21 | % | | | 0.14 | % | | | |
Allowance for credit losses to total loans | | | 1.06 | % | | | 1.21 | % | | | | | | | | | | | | | | |
Allowance for loan losses to nonperforming loans | | | 347.61 | % | | | 368.21 | % | | | | | | | | | | | | | | |
| | | | | | |
Common stock performance | | | | | | | | | | | | | | | | | | | | | | |
Market value of common stock - Close | | $ | 22.380 | | | $ | 22.060 | | | | | | $ | 22.380 | | | $ | 22.060 | | | | |
Market value of common stock - High | | $ | 22.750 | | | $ | 22.085 | | | | | | $ | 23.690 | | | $ | 22.085 | | | | |
Market value of common stock - Low | | $ | 16.150 | | | $ | 18.605 | | | | | | $ | 16.150 | | | $ | 18.425 | | | | |
Book value of common stock | | $ | 8.69 | | | $ | 7.39 | | | | | | | | | | | | | | | |
Market/book value of common stock | | | 257 | % | | | 299 | % | | | | | | | | | | | | | | |
Price/12 month trailing earnings ratio | | | 22 | | | | 25 | | | | | | | | | | | | | | | |
| | | | | | |
Other data | | | | | | | | | | | | | | | | | | | | | | |
EOP Employees - full time equivalent | | | 2,180 | | | | 1,830 | | | 19.1 | % | | | | | | | | | | | |
| | | | |
| | | ($ in 000’s ) | | | | | | | | | | |
Period end balances | | | | | | | | | | | | | | | | | | | | | | |
Loans held for investment | | $ | 4,721,280 | | | $ | 3,912,212 | | | 20.7 | % | | | | | | | | | | | |
Loans held for sale | | | 116,577 | | | | 97,929 | | | 19.0 | % | | | | | | | | | | | |
Investment securities | | | 1,972,561 | | | | 1,624,540 | | | 21.4 | % | | | | | | | | | | | |
Fed funds sold and other interest-earning assets | | | 28,774 | | | | 45,612 | | | -36.9 | % | | | | | | | | | | | |
| | |
|
|
| |
|
|
| | | | | | | | | | | | | | |
Total interest-earning assets | | | 6,839,192 | | | | 5,680,293 | | | 20.4 | % | | | | | | | | | | | |
| | |
|
|
| |
|
|
| | | | | | | | | | | | | | |
Allowance for loan losses | | | (49,180 | ) | | | (45,927 | ) | | 7.1 | % | | | | | | | | | | | |
Cash and due from banks | | | 301,428 | | | | 270,551 | | | 11.4 | % | | | | | | | | | | | |
Goodwill | | | 151,768 | | | | 54,998 | | | 176.0 | % | | | | | | | | | | | |
Core deposit intangibles | | | 22,827 | | | | 10,653 | | | 114.3 | % | | | | | | | | | | | |
Other assets | | | 474,007 | | | | 390,958 | | | 21.2 | % | | | | | | | | | | | |
| | |
|
|
| |
|
|
| | | | | | | | | | | | | | |
Total assets | | $ | 7,740,042 | | | $ | 6,361,526 | | | 21.7 | % | | | | | | | | | | | |
| | |
|
|
| |
|
|
| | | | | | | | | | | | | | |
Noninterest-bearing demand deposits | | $ | 1,945,595 | | | $ | 1,622,348 | | | 19.9 | % | | | | | | | | | | | |
Interest-bearing demand deposits | | | 104,420 | | | | 62,316 | | | 67.6 | % | | | | | | | | | | | |
Savings deposits | | | 2,228,223 | | | | 1,998,375 | | | 11.5 | % | | | | | | | | | | | |
Time deposits | | | 1,624,638 | | | | 1,097,130 | | | 48.1 | % | | | | | | | | | | | |
| | |
|
|
| |
|
|
| | | | | | | | | | | | | | |
Total deposits | | | 5,902,876 | | | | 4,780,169 | | | 23.5 | % | | | | | | | | | | | |
Repurchase agreements and other borrowed funds | | | 1,182,270 | | | | 1,031,866 | | | 14.6 | % | | | | | | | | | | | |
Other liabilities | | | 41,804 | | | | 39,311 | | | 6.3 | % | | | | | | | | | | | |
Shareholders’ equity | | | 613,092 | | | | 510,180 | | | 20.2 | % | | | | | | | | | | | |
| | |
|
|
| |
|
|
| | | | | | | | | | | | | | |
Total liabilities and shareholders’ equity | | $ | 7,740,042 | | | $ | 6,361,526 | | | 21.7 | % | | | | | | | | | | | |
| | |
|
|
| |
|
|
| | | | | | | | | | | | | | |
EXHIBIT I
Rate Volume
3 Months Ended Analysis
(dollars in thousands)
(unaudited)
| | | | | | | | | | | | | | | | | | | | |
| | | Three Months Ended June 30, 2005
| | | Three Months Ended June 30, 2004
| |
| | | Average
Outstanding
Balance
| | | Interest
Earned/
Paid(1)
| | Average
Yield/
Rate
| | | Average
Outstanding
Balance
| | | Interest
Earned/
Paid(1)
| | Average
Yield/
Rate
| |
Interest-earning assets: | | | | | | | | | | | | | | | | | | | | |
Loans | | $ | 4,761,471 | | | $ | 73,114 | | 6.16 | % | | $ | 3,873,174 | | | $ | 50,677 | | 5.26 | % |
Securities | | | 1,996,238 | | | | 21,641 | | 4.35 | | | | 1,628,789 | | | | 15,890 | | 3.92 | |
Federal funds sold and other | | | 43,514 | | | | 338 | | 3.12 | | | | 42,375 | | | | 119 | | 1.13 | |
| | |
|
|
| |
|
| |
|
| |
|
|
| |
|
| |
|
|
Total interest-earning assets | | | 6,801,223 | | | | 95,093 | | 5.61 | % | | | 5,544,338 | | | | 66,686 | | 4.84 | % |
| | | | | | |
|
| |
|
| | | | | |
|
| |
|
|
Less allowance for loan losses | | | (50,833 | ) | | | | | | | | | (49,658 | ) | | | | | | |
| | |
|
|
| | | | | | | |
|
|
| | | | | | |
| | | | 6,750,390 | | | | | | | | | | 5,494,680 | | | | | | | |
Noninterest-earning assets | | | 906,569 | | | | | | | | | | 686,900 | | | | | | | |
| | |
|
|
| | | | | | | |
|
|
| | | | | | |
Total assets | | $ | 7,656,959 | | | | | | | | | $ | 6,181,580 | | | | | | | |
| | |
|
|
| | | | | | | |
|
|
| | | | | | |
| | | | | | |
Interest-bearing liabilities: | | | | | | | | | | | | | | | | | | | | |
Money market and savings deposits | | $ | 2,317,533 | | | | 9,041 | | 1.56 | % | | $ | 2,052,257 | | | | 3,353 | | 0.66 | % |
Time deposits | | | 1,564,356 | | | | 11,448 | | 2.94 | % | | $ | 1,065,937 | | | | 5,055 | | 1.91 | |
Repurchase agreements and other borrowed funds | | | 1,372,552 | | | | 10,661 | | 3.12 | | | | 940,165 | | | | 2,660 | | 1.14 | |
| | |
|
|
| |
|
| |
|
| |
|
|
| |
|
| |
|
|
Total interest-bearing liabilities | | | 5,254,441 | | | | 31,150 | | 2.38 | % | | | 4,058,359 | | | | 11,068 | | 1.10 | % |
| | | | | | |
|
| |
|
| | | | | |
|
| |
|
|
Noninterest-bearing liabilities: | | | | | | | | | | | | | | | | | | | | |
Noninterest-bearing demand deposits | | | 1,765,836 | | | | | | | | | | 1,574,075 | | | | | | | |
Other liabilities | | | 40,155 | | | | | | | | | | 33,824 | | | | | | | |
| | |
|
|
| | | | | | | |
|
|
| | | | | | |
Total liabilities | | | 7,060,432 | | | | | | | | | | 5,666,258 | | | | | | | |
Shareholders’ equity | | | 596,527 | | | | | | | | | | 515,322 | | | | | | | |
| | |
|
|
| | | | | | | |
|
|
| | | | | | |
Total liabilities and shareholders’ equity | | $ | 7,656,959 | | | | | | | | | $ | 6,181,580 | | | | | | | |
| | |
|
|
| | | | | | | |
|
|
| | | | | | |
Taxable-equivalent net interest income | | | | | | $ | 63,943 | | | | | | | | | $ | 55,618 | | | |
| | | | | | |
|
| | | | | | | | |
|
| | | |
Net interest spread | | | | | | | | | 3.23 | % | | | | | | | | | 3.74 | % |
| | | | | | | | | |
|
| | | | | | | | |
|
|
Taxable-equivalent net interest margin | | | | | | | | | 3.77 | % | | | | | | | | | 4.03 | % |
| | | | | | | | | |
|
| | | | | | | | |
|
|
| (1) | Taxable-equivalent rates used where applicable. |
| | | | | | | | | | |
| | | Three Months Ended Q2 2005 vs Q2 2004
|
| | | Increase (Decrease) Due to
|
| | | Volume
| | Rate
| | | Total
|
Interest-earning assets: | | | | | | | | | | |
Loans | | $ | 11,727 | | $ | 10,710 | | | $ | 22,437 |
Securities | | | 3,622 | | | 2,129 | | | | 5,751 |
Federal funds sold and other | | | 3 | | | 216 | | | | 219 |
| | |
|
| |
|
|
| |
|
|
Total increase (decrease) in taxable-equivalent interest income | | | 15,352 | | | 13,055 | | | | 28,407 |
| | |
|
| |
|
|
| |
|
|
| | | |
Interest-bearing liabilities: | | | | | | | | | | |
Money market and savings deposits | | | 436 | | | 5,252 | | | | 5,688 |
Time deposits | | | 2,375 | | | 4,018 | | | | 6,393 |
Repurchase agreements and borrowed funds | | | 1,228 | | | 6,773 | | | | 8,001 |
| | |
|
| |
|
|
| |
|
|
Total increase (decrease) in interest expense | | | 4,039 | | | 16,043 | | | | 20,082 |
| | |
|
| |
|
|
| |
|
|
Increase (decrease) in taxable-equivalent net interest income | | $ | 11,313 | | $ | (2,988 | ) | | $ | 8,325 |
| | |
|
| |
|
|
| |
|
|
EXHIBIT II
Rate Volume
Linked Quarter Analysis
(dollars in thousands)
(unaudited)
| | | | | | | | | | | | | | | | | | | | |
| | | Three Months Ended June 30, 2005
| | | Three Months Ended March 31, 2005
| |
| | | Average
Outstanding
Balance
| | | Interest
Earned/
Paid(1)
| | Average
Yield/
Rate
| | | Average
Outstanding
Balance
| | | Interest
Earned/
Paid(1)
| | Average
Yield/
Rate
| |
Interest-earning assets: | | | | | | | | | | | | | | | | | | | | |
Loans | | $ | 4,761,471 | | | $ | 73,114 | | 6.16 | % | | $ | 4,682,570 | | | $ | 67,413 | | 5.84 | % |
Securities | | | 1,996,238 | | | | 21,641 | | 4.35 | | | | 1,957,288 | | | | 21,162 | | 4.38 | |
Federal funds sold and other | | | 43,514 | | | | 338 | | 3.12 | | | | 44,143 | | | | 284 | | 2.61 | |
| | |
|
|
| |
|
| |
|
| |
|
|
| |
|
| |
|
|
Total interest-earning assets | | | 6,801,223 | | | | 95,093 | | 5.61 | % | | | 6,684,001 | | | | 88,859 | | 5.39 | % |
| | | | | | |
|
| |
|
| | | | | |
|
| |
|
|
Less allowance for loan losses | | | (50,833 | ) | | | | | | | | | (50,663 | ) | | | | | | |
| | |
|
|
| | | | | | | |
|
|
| | | | | | |
| | | | 6,750,390 | | | | | | | | | | 6,633,338 | | | | | | | |
Noninterest-earning assets | | | 906,569 | | | | | | | | | | 927,057 | | | | | | | |
| | |
|
|
| | | | | | | |
|
|
| | | | | | |
Total assets | | $ | 7,656,959 | | | | | | | | | $ | 7,560,395 | | | | | | | |
| | |
|
|
| | | | | | | |
|
|
| | | | | | |
| | | | | | |
Interest-bearing liabilities: | | | | | | | | | | | | | | | | | | | | |
Money market and savings deposits | | $ | 2,317,533 | | | | 9,041 | | 1.56 | % | | $ | 2,364,770 | | | | 7,012 | | 1.20 | % |
Time deposits | | | 1,564,356 | | | | 11,448 | | 2.94 | % | | | 1,329,170 | | | | 8,482 | | 2.59 | |
Repurchase agreements and other borrowed funds | | | 1,372,552 | | | | 10,661 | | 3.12 | | | | 1,479,886 | | | | 9,620 | | 2.64 | |
| | |
|
|
| |
|
| |
|
| |
|
|
| |
|
| |
|
|
Total interest-bearing liabilities | | | 5,254,441 | | | | 31,150 | | 2.38 | % | | | 5,173,826 | | | | 25,114 | | 1.97 | % |
| | | | | | |
|
| |
|
| | | | | |
|
| |
|
|
| | | | | | |
Noninterest-bearing liabilities: | | | | | | | | | | | | | | | | | | | | |
Noninterest-bearing demand deposits | | | 1,765,836 | | | | | | | | | | 1,764,238 | | | | | | | |
Other liabilities | | | 40,155 | | | | | | | | | | 33,073 | | | | | | | |
| | |
|
|
| | | | | | | |
|
|
| | | | | | |
Total liabilities | | | 7,060,432 | | | | | | | | | | 6,971,137 | | | | | | | |
Shareholders’ equity | | | 596,527 | | | | | | | | | | 589,258 | | | | | | | |
| | |
|
|
| | | | | | | |
|
|
| | | | | | |
Total liabilities and shareholders’ equity | | $ | 7,656,959 | | | | | | | | | $ | 7,560,395 | | | | | | | |
| | |
|
|
| | | | | | | |
|
|
| | | | | | |
Taxable-equivalent net interest income | | | | | | $ | 63,943 | | | | | | | | | $ | 63,745 | | | |
| | | | | | |
|
| | | | | | | | |
|
| | | |
Net interest spread | | | | | | | | | 3.23 | % | | | | | | | | | 3.42 | % |
| | | | | | | | | |
|
| | | | | | | | |
|
|
Taxable-equivalent net interest margin | | | | | | | | | 3.77 | % | | | | | | | | | 3.87 | % |
| | | | | | | | | |
|
| | | | | | | | |
|
|
| (1) | Taxable-equivalent rates used where applicable. |
| | | | | | | | | | | | | | |
| | | Three Months Ended Q2 2005 vs Q1 2005
|
| | | Increase (Decrease) Due to
|
| | | Volume
| | | Rate
| | | Days
| | Total
|
Interest-earning assets: | | | | | | | | | | | | | | |
Loans | | $ | 1,149 | | | $ | 3,803 | | | $ | 749 | | $ | 5,701 |
Securities | | | 426 | | | | (182 | ) | | | 235 | | | 479 |
Federal funds sold and other | | | (4 | ) | | | 55 | | | | 3 | | | 54 |
| | |
|
|
| |
|
|
| |
|
| |
|
|
Total increase (decrease) in taxable-equivalent interest income | | | 1,571 | | | | 3,676 | | | | 987 | | | 6,234 |
| | |
|
|
| |
|
|
| |
|
| |
|
|
| | | | |
Interest-bearing liabilities: | | | | | | | | | | | | | | |
Money market and savings deposits | | | (142 | ) | | | 2,093 | | | | 78 | | | 2,029 |
Time deposits | | | 1,518 | | | | 1,354 | | | | 94 | | | 2,966 |
Repurchase agreements and borrowed funds | | | (706 | ) | | | 1,640 | | | | 107 | | | 1,041 |
| | |
|
|
| |
|
|
| |
|
| |
|
|
Total increase (decrease) in interest expense | | | 670 | | | | 5,087 | | | | 279 | | | 6,036 |
| | |
|
|
| |
|
|
| |
|
| |
|
|
Increase (decrease) in taxable-equivalent net interest income | | $ | 901 | | | $ | (1,411 | ) | | $ | 708 | | $ | 198 |
| | |
|
|
| |
|
|
| |
|
| |
|
|
EXHIBIT III
Amegy Bancorporation, Inc.
Consolidated Financial Information (unaudited)
Quarterly Trend Analysis
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2003
| | | 2004
| | | 2005
| |
| | | 3Q
| | | 4Q
| | | 1Q
| | | 2Q
| | | 3Q
| | | 4Q
| | | 1Q
| | | 2Q
| |
Balance sheet averages | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Loans held for investment | | $ | 3,351,647 | | | $ | 3,362,374 | | | $ | 3,601,637 | | | $ | 3,768,629 | | | $ | 4,027,343 | | | $ | 4,411,499 | | | $ | 4,578,891 | | | $ | 4,649,225 | |
Loans held for sale | | | 105,064 | | | | 98,777 | | | | 95,617 | | | | 104,545 | | | | 96,119 | | | | 98,178 | | | | 103,679 | | | | 112,246 | |
Investment securities | | | 1,497,754 | | | | 1,539,469 | | | | 1,555,791 | | | | 1,628,789 | | | | 1,691,472 | | | | 1,981,982 | | | | 1,957,288 | | | | 1,996,238 | |
Securities purchased under resale agreements | | | 30,000 | | | | 30,000 | | | | 23,077 | | | | — | | | | 2,435 | | | | — | | | | — | | | | — | |
Fed funds sold and other interest-earning assets | | | 90,474 | | | | 39,997 | | | | 51,512 | | | | 42,375 | | | | 50,138 | | | | 45,008 | | | | 44,143 | | | | 43,514 | |
| | |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
|
Total interest-earning assets | | | 5,074,939 | | | | 5,070,617 | | | | 5,327,634 | | | | 5,544,338 | | | | 5,867,507 | | | | 6,536,667 | | | | 6,684,001 | | | | 6,801,223 | |
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Allowance for loan losses | | | (41,469 | ) | | | (42,513 | ) | | | (45,770 | ) | | | (49,658 | ) | | | (49,422 | ) | | | (51,673 | ) | | | (50,663 | ) | | | (50,833 | ) |
Cash and due from banks | | | 257,010 | | | | 268,099 | | | | 323,517 | | | | 266,082 | | | | 251,686 | | | | 278,580 | | | | 321,832 | | | | 278,618 | |
Goodwill | | | 25,471 | | | | 25,647 | | | | 45,689 | | | | 55,077 | | | | 54,998 | | | | 151,936 | | | | 149,863 | | | | 150,081 | |
Core deposit intangibles | | | 6,327 | | | | 6,509 | | | | 7,934 | | | | 11,149 | | | | 10,240 | | | | 28,734 | | | | 26,119 | | | | 23,902 | |
Other assets | | | 287,289 | | | | 338,571 | | | | 354,793 | | | | 354,592 | | | | 355,606 | | | | 382,452 | | | | 429,243 | | | | 453,968 | |
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Total assets | | $ | 5,609,567 | | | $ | 5,666,930 | | | $ | 6,013,797 | | | $ | 6,181,580 | | | $ | 6,490,615 | | | $ | 7,326,696 | | | $ | 7,560,395 | | | $ | 7,656,959 | |
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Noninterest-bearing deposits | | $ | 1,342,560 | | | $ | 1,399,592 | | | $ | 1,491,064 | | | $ | 1,574,075 | | | $ | 1,587,990 | | | $ | 1,791,695 | | | $ | 1,764,238 | | | $ | 1,765,836 | |
Interest-bearing demand deposits | | | 73,142 | | | | 37,997 | | | | 60,359 | | | | 71,089 | | | | 71,430 | | | | 121,927 | | | | 110,646 | | | | 93,292 | |
Savings deposits | | | 1,854,140 | | | | 1,829,947 | | | | 1,912,839 | | | | 1,981,168 | | | | 2,012,963 | | | | 2,274,053 | | | | 2,254,124 | | | | 2,224,241 | |
Time deposits | | | 1,064,502 | | | | 1,023,668 | | | | 1,005,189 | | | | 1,065,937 | | | | 1,088,302 | | | | 1,262,469 | | | | 1,329,170 | | | | 1,564,356 | |
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Total deposits | | | 4,334,344 | | | | 4,291,204 | | | | 4,469,451 | | | | 4,692,269 | | | | 4,760,685 | | | | 5,450,144 | | | | 5,458,178 | | | | 5,647,725 | |
Repurchase agreements and other borrowed funds | | | 771,132 | | | | 847,109 | | | | 1,008,229 | | | | 940,165 | | | | 1,173,762 | | | | 1,259,392 | | | | 1,479,886 | | | | 1,372,552 | |
Other liabilities | | | 27,493 | | | | 40,991 | | | | 25,425 | | | | 33,824 | | | | 27,246 | | | | 39,779 | | | | 33,073 | | | | 40,155 | |
Shareholders’ equity | | | 476,598 | | | | 487,626 | | | | 510,692 | | | | 515,322 | | | | 528,922 | | | | 577,381 | | | | 589,258 | | | | 596,527 | |
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Total liabilities and equity | | $ | 5,609,567 | | | $ | 5,666,930 | | | $ | 6,013,797 | | | $ | 6,181,580 | | | $ | 6,490,615 | | | $ | 7,326,696 | | | $ | 7,560,395 | | | $ | 7,656,959 | |
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Income statement data | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest and fees on loans | | $ | 47,681 | | | $ | 47,176 | | | $ | 48,862 | | | $ | 50,488 | | | $ | 55,282 | | | $ | 62,508 | | | $ | 67,200 | | | $ | 72,884 | |
Interest on securities | | | 12,314 | | | | 13,856 | | | | 14,549 | | | | 14,678 | | | | 16,143 | | | | 19,993 | | | | 19,830 | | | | 20,311 | |
Interest on fed funds sold and other interest-earning assets | | | 303 | | | | 175 | | | | 189 | | | | 119 | | | | 192 | | | | 226 | | | | 284 | | | | 338 | |
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Total interest income | | | 60,298 | | | | 61,207 | | | | 63,600 | | | | 65,285 | | | | 71,617 | | | | 82,727 | | | | 87,314 | | | | 93,533 | |
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Interest on deposits | | | 9,106 | | | | 8,224 | | | | 8,070 | | | | 8,408 | | | | 10,028 | | | | 13,324 | | | | 15,494 | | | | 20,488 | |
Interest on subordinated debentures | | | — | | | | 516 | | | | 545 | | | | 550 | | | | 698 | | | | 1,767 | | | | 2,516 | | | | 2,839 | |
Interest on other borrowings | | | 2,105 | | | | 1,957 | | | | 2,387 | | | | 2,110 | | | | 3,892 | | | | 4,898 | | | | 7,104 | | | | 7,822 | |
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Total interest expense | | | 11,211 | | | | 10,697 | | | | 11,002 | | | | 11,068 | | | | 14,618 | | | | 19,989 | | | | 25,114 | | | | 31,149 | |
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Net interest income | | | 49,087 | | | | 50,510 | | | | 52,598 | | | | 54,217 | | | | 56,999 | | | | 62,738 | | | | 62,200 | | | | 62,384 | |
Provision for loan losses | | | 2,979 | | | | 2,935 | | | | 1,909 | | | | 2,923 | | | | 2,878 | | | | 2,502 | | | | 3,100 | | | | 1,500 | |
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Net interest income after provision | | | 46,108 | | | | 47,575 | | | | 50,689 | | | | 51,294 | | | | 54,121 | | | | 60,236 | | | | 59,100 | | | | 60,884 | |
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Service charges on deposit accounts | | | 10,551 | | | | 10,581 | | | | 11,040 | | | | 11,190 | | | | 11,184 | | | | 12,931 | | | | 11,347 | | | | 10,662 | |
Investment services | | | 2,489 | | | | 2,498 | | | | 2,970 | | | | 2,885 | | | | 3,164 | | | | 3,663 | | | | 3,605 | | | | 4,642 | |
Other fee income | | | 6,515 | | | | 4,725 | | | | 4,803 | | | | 5,070 | | | | 5,907 | | | | 6,942 | | | | 7,335 | | | | 8,020 | |
Other operating income | | | 3,621 | | | | 4,662 | | | | 3,049 | | | | 3,394 | | | | 5,115 | | | | 3,210 | | | | 6,482 | | | | 8,259 | |
Gain (loss) on sales of securities | | | 31 | | | | 43 | | | | 26 | | | | (25 | ) | | | (46 | ) | | | 33 | | | | 2 | | | | (17 | ) |
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Total noninterest income | | | 23,207 | | | | 22,509 | | | | 21,888 | | | | 22,514 | | | | 25,324 | | | | 26,779 | | | | 28,771 | | | | 31,566 | |
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Total revenue | | | 72,294 | | | | 73,019 | | | | 74,486 | | | | 76,731 | | | | 82,323 | | | | 89,517 | | | | 90,971 | | | | 93,950 | |
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Salaries and benefits | | | 25,975 | | | | 26,473 | | | | 27,981 | | | | 28,458 | | | | 28,828 | | | | 32,602 | | | | 34,729 | | | | 34,739 | |
Occupancy expenses | | | 8,006 | | | | 8,299 | | | | 8,258 | | | | 8,887 | | | | 9,395 | | | | 11,117 | | | | 10,605 | | | | 10,780 | |
Other expenses | | | 15,495 | | | | 11,930 | | | | 13,862 | | | | 12,884 | | | | 14,060 | | | | 20,279 | | | | 18,839 | | | | 20,768 | |
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Total noninterest expenses | | | 49,476 | | | | 46,702 | | | | 50,101 | | | | 50,229 | | | | 52,283 | | | | 63,998 | | | | 64,173 | | | | 66,287 | |
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Income before income taxes | | | 19,839 | | | | 23,382 | | | | 22,476 | | | | 23,579 | | | | 27,162 | | | | 23,017 | | | | 23,698 | | | | 26,163 | |
Provision for income taxes | | | 6,459 | | | | 7,071 | | | | 7,189 | | | | 7,358 | | | | 7,496 | | | | 5,648 | | | | 6,754 | | | | 7,005 | |
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Net income | | $ | 13,380 | | | $ | 16,311 | | | $ | 15,287 | | | $ | 16,221 | | | $ | 19,666 | | | $ | 17,369 | | | $ | 16,944 | | | $ | 19,158 | |
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Basic earnings per common share | | $ | 0.20 | | | $ | 0.24 | | | $ | 0.22 | | | $ | 0.24 | | | $ | 0.28 | | | $ | 0.25 | | | $ | 0.24 | | | $ | 0.27 | |
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Diluted earnings per common share | | $ | 0.19 | | | $ | 0.23 | | | $ | 0.22 | | | $ | 0.23 | | | $ | 0.28 | | | $ | 0.24 | | | $ | 0.24 | | | $ | 0.27 | |
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Dividends per common share | | $ | 0.02 | | | $ | 0.03 | | | $ | 0.03 | | | $ | 0.03 | | | $ | 0.03 | | | $ | 0.03 | | | $ | 0.03 | | | $ | 0.03 | |
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Period end # of shares outstanding | | | 68,362 | | | | 68,428 | | | | 68,612 | | | | 69,068 | | | | 69,154 | | | | 70,096 | | | | 70,194 | | | | 70,539 | |
Weighted avg # of shares outstanding (incl CSE’s) | | | 70,008 | | | | 70,190 | | | | 70,282 | | | | 70,528 | | | | 70,830 | | | | 71,906 | | | | 71,644 | | | | 71,531 | |
EXHIBIT III
Amegy Bancorporation, Inc.
Consolidated Financial Information (unaudited)
Quarterly Trend Analysis
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2003
| | | 2004
| | | 2005
| |
| | | 3Q
| | | 4Q
| | | 1Q
| | | 2Q
| | | 3Q
| | | 4Q
| | | 1Q
| | | 2Q
| |
Nonperforming assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Nonaccrual loans | | $ | 14,173 | | | $ | 11,443 | | | $ | 17,671 | | | $ | 10,668 | | | $ | 11,370 | | | $ | 14,174 | | | $ | 12,421 | | | $ | 12,180 | |
Accruing loans 90 or more days past due | | | 983 | | | | 1,299 | | | | 3,044 | | | | 1,805 | | | | 845 | | | | 2,052 | | | | 1,312 | | | | 1,968 | |
Restructured loans | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
ORE and OLRA | | | 3,688 | | | | 4,248 | | | | 4,722 | | | | 11,461 | | | | 8,076 | | | | 8,887 | | | | 8,378 | | | | 6,807 | |
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Total nonperforming assets | | $ | 18,844 | | | $ | 16,990 | | | $ | 25,437 | | | $ | 23,934 | | | $ | 20,291 | | | $ | 25,113 | | | $ | 22,111 | | | $ | 20,955 | |
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Changes in allowance for credit losses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Allowance for loan losses - beginning of period | | $ | 37,412 | | | $ | 39,803 | | | $ | 41,611 | | | $ | 46,583 | | | $ | 45,927 | | | $ | 47,516 | | | $ | 49,408 | | | $ | 49,291 | |
Provision for loan losses | | | 2,979 | | | | 2,935 | | | | 1,909 | | | | 2,923 | | | | 2,878 | | | | 2,502 | | | | 3,100 | | | | 1,500 | |
Charge-offs | | | (2,157 | ) | | | (1,735 | ) | | | (1,382 | ) | | | (3,748 | ) | | | (1,666 | ) | | | (2,236 | ) | | | (4,527 | ) | | | (2,088 | ) |
Recoveries | | | 143 | | | | 608 | | | | 2,329 | | | | 169 | | | | 377 | | | | 272 | | | | 1,310 | | | | 477 | |
Allowance acquired through mergers and acquisitions | | | 1,426 | | | | — | | | | 2,116 | | | | — | | | | — | | | | 1,354 | | | | — | | | | — | |
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Allowance for loan losses - end of period | | | 39,803 | | | | 41,611 | | | | 46,583 | | | | 45,927 | | | | 47,516 | | | | 49,408 | | | | 49,291 | | | | 49,180 | |
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Reserve for unfunded lending commitments - beginning of period | | | 1,311 | | | | 1,332 | | | | 1,397 | | | | 1,488 | | | | 1,565 | | | | 1,687 | | | | 1,851 | | | | 1,905 | |
Provision for unfunded lending commitments | | | 21 | | | | 65 | | | | 91 | | | | 77 | | | | 122 | | | | 164 | | | | 54 | | | | 54 | |
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Reserve for unfunded lending commitments - end of period | | | 1,332 | | | | 1,397 | | | | 1,488 | | | | 1,565 | | | | 1,687 | | | | 1,851 | | | | 1,905 | | | | 1,959 | |
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Allowance for credit losses | | $ | 41,135 | | | $ | 43,008 | | | $ | 48,071 | | | $ | 47,492 | | | $ | 49,203 | | | $ | 51,259 | | | $ | 51,196 | | | $ | 51,139 | |
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Ratios | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Return on average assets | | | 0.95 | % | | | 1.14 | % | | | 1.02 | % | | | 1.06 | % | | | 1.21 | % | | | 0.94 | % | | | 0.91 | % | | | 1.00 | % |
Return on average common shareholders’ equity | | | 11.14 | % | | | 13.27 | % | | | 12.04 | % | | | 12.66 | % | | | 14.79 | % | | | 11.97 | % | | | 11.66 | % | | | 12.88 | % |
Tier 1 leverage ratio | | | 8.06 | % | | | 9.15 | % | | | 8.35 | % | | | 8.45 | % | | | 8.90 | % | | | 7.82 | % | | | 7.80 | % | | | 7.96 | % |
Total capital to risk weighted assets | | | 11.02 | % | | | 11.90 | % | | | 10.76 | % | | | 10.39 | % | | | 12.05 | % | | | 11.02 | % | | | 11.16 | % | | | 11.18 | % |
Taxable-equivalent yield on interest-earning assets | | | 4.79 | % | | | 4.86 | % | | | 4.88 | % | | | 4.84 | % | | | 4.96 | % | | | 5.13 | % | | | 5.39 | % | | | 5.61 | % |
Cost of funds with demand accounts | | | 0.87 | % | | | 0.83 | % | | | 0.81 | % | | | 0.79 | % | | | 0.98 | % | | | 1.19 | % | | | 1.47 | % | | | 1.78 | % |
Taxable-equivalent net interest margin | | | 3.91 | % | | | 4.03 | % | | | 4.05 | % | | | 4.03 | % | | | 3.97 | % | | | 3.91 | % | | | 3.87 | % | | | 3.77 | % |
Taxable-equivalent efficiency ratio | | | 66.60 | % | | | 62.25 | % | | | 65.16 | % | | | 62.98 | % | | | 61.36 | % | | | 67.83 | % | | | 66.94 | % | | | 67.12 | % |
Demand deposits to total deposits | | | 30.97 | % | | | 32.62 | % | | | 33.36 | % | | | 33.55 | % | | | 33.36 | % | | | 32.87 | % | | | 32.32 | % | | | 31.27 | % |
Noninterest income to total income | | | 32.10 | % | | | 30.83 | % | | | 29.39 | % | | | 29.34 | % | | | 30.76 | % | | | 29.91 | % | | | 31.63 | % | | | 33.60 | % |
Noninterest expense to average interest-earning assets | | | 3.87 | % | | | 3.65 | % | | | 3.78 | % | | | 3.64 | % | | | 3.54 | % | | | 3.89 | % | | | 3.89 | % | | | 3.91 | % |
Operating leverage | | $ | (3,235 | ) | | $ | 3,499 | | | $ | (1,932 | ) | | $ | 2,117 | | | $ | 3,538 | | | $ | (4,521 | ) | | $ | 1,279 | | | $ | 1,063 | |
Nonperforming assets to loans and other real estate | | | 0.57 | % | | | 0.49 | % | | | 0.68 | % | | | 0.61 | % | | | 0.49 | % | | | 0.55 | % | | | 0.48 | % | | | 0.44 | % |
Net charge-offs (recoveries) to average loans | | | 0.24 | % | | | 0.13 | % | | | (0.11 | )% | | | 0.38 | % | | | 0.13 | % | | | 0.18 | % | | | 0.28 | % | | | 0.14 | % |
Allowance for credit losses to total loans | | | 1.24 | % | | | 1.23 | % | | | 1.29 | % | | | 1.21 | % | | | 1.19 | % | | | 1.11 | % | | | 1.09 | % | | | 1.06 | % |
Allowance for loan losses to nonperforming loans | | | 262.62 | % | | | 326.57 | % | | | 224.88 | % | | | 368.21 | % | | | 389.00 | % | | | 304.50 | % | | | 358.92 | % | | | 347.61 | % |
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Common stock performance | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Market value of stock - Close | | $ | 18.245 | | | $ | 19.425 | | | $ | 18.865 | | | $ | 22.060 | | | $ | 20.140 | | | $ | 23.290 | | | $ | 18.350 | | | $ | 22.380 | |
Market value of stock - High | | $ | 19.225 | | | $ | 19.645 | | | $ | 19.955 | | | $ | 22.085 | | | $ | 22.055 | | | $ | 25.010 | | | $ | 23.690 | | | $ | 22.750 | |
Market value of stock - Low | | $ | 16.025 | | | $ | 17.600 | | | $ | 18.425 | | | $ | 18.605 | | | $ | 19.500 | | | $ | 20.050 | | | $ | 18.020 | | | $ | 16.150 | |
Book value of stock | | $ | 7.03 | | | $ | 7.29 | | | $ | 7.63 | | | $ | 7.39 | | | $ | 7.95 | | | $ | 8.28 | | | $ | 8.22 | | | $ | 8.69 | |
Market/book value of stock | | | 259 | % | | | 266 | % | | | 247 | % | | | 299 | % | | | 253 | % | | | 281 | % | | | 223 | % | | | 257 | % |
Price/earnings ratio | | | 21 | | | | 22 | | | | 22 | | | | 25 | | | | 21 | | | | 24 | | | | 19 | | | | 22 | |
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Other data | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
EOP Employees - full time equivalent | | | 1,728 | | | | 1,760 | | | | 1,839 | | | | 1,830 | | | | 1,832 | | | | 2,126 | | | | 2,133 | | | | 2,180 | |
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Period end balances | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Loans held for investment | | $ | 3,328,827 | | | $ | 3,491,673 | | | $ | 3,720,950 | | | $ | 3,912,212 | | | $ | 4,134,125 | | | $ | 4,539,578 | | | $ | 4,605,813 | | | $ | 4,721,280 | |
Loans held for sale | | | 100,366 | | | | 96,899 | | | | 101,944 | | | | 97,929 | | | | 96,022 | | | | 107,404 | | | | 110,239 | | | | 116,577 | |
Investment securities | | | 1,507,504 | | | | 1,549,398 | | | | 1,576,977 | | | | 1,624,540 | | | | 1,702,393 | | | | 1,985,237 | | | | 1,919,265 | | | | 1,972,561 | |
Securities purchased under resale agreements | | | 30,000 | | | | 30,000 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Fed funds sold and other interest-earning assets | | | 88,592 | | | | 64,908 | | | | 52,678 | | | | 45,612 | | | | 75,848 | | | | 14,417 | | | | 63,367 | | | | 28,774 | |
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Total interest-earning assets | | | 5,055,289 | | | | 5,232,878 | | | | 5,452,549 | | | | 5,680,293 | | | | 6,008,388 | | | | 6,646,636 | | | | 6,698,684 | | | | 6,839,192 | |
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Allowance for loan losses | | | (39,803 | ) | | | (41,611 | ) | | | (46,583 | ) | | | (45,927 | ) | | | (47,516 | ) | | | (49,408 | ) | | | (49,291 | ) | | | (49,180 | ) |
Cash and due from banks | | | 286,417 | | | | 390,890 | | | | 290,796 | | | | 270,551 | | | | 246,002 | | | | 327,558 | | | | 274,842 | | | | 301,428 | |
Goodwill | | | 25,647 | | | | 25,647 | | | | 55,094 | | | | 54,998 | | | | 54,998 | | | | 149,846 | | | | 150,042 | | | | 151,768 | |
Core deposit intangibles | | | 6,858 | | | | 6,185 | | | | 11,661 | | | | 10,653 | | | | 9,855 | | | | 27,246 | | | | 24,998 | | | | 22,827 | |
Other assets | | | 330,434 | | | | 333,144 | | | | 352,189 | | | | 390,958 | | | | 363,330 | | | | 403,725 | | | | 460,233 | | | | 474,007 | |
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Total assets | | $ | 5,664,842 | | | $ | 5,947,133 | | | $ | 6,115,706 | | | $ | 6,361,526 | | | $ | 6,635,057 | | | $ | 7,505,603 | | | $ | 7,559,508 | | | $ | 7,740,042 | |
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Noninterest-bearing demand deposits | | $ | 1,341,277 | | | $ | 1,513,038 | | | $ | 1,625,647 | | | $ | 1,622,348 | | | $ | 1,593,652 | | | $ | 1,871,228 | | | $ | 1,751,106 | | | $ | 1,945,595 | |
Interest-bearing demand deposits | | | 40,496 | | | | 43,452 | | | | 72,009 | | | | 62,316 | | | | 69,531 | | | | 135,003 | | | | 114,570 | | | | 104,420 | |
Savings deposits | | | 1,875,665 | | | | 1,840,814 | | | | 1,985,622 | | | | 1,998,375 | | | | 2,010,178 | | | | 2,297,217 | | | | 2,227,186 | | | | 2,228,223 | |
Time deposits | | | 1,051,815 | | | | 1,005,935 | | | | 1,019,666 | | | | 1,097,130 | | | | 1,131,101 | | | | 1,316,595 | | | | 1,712,845 | | | | 1,624,638 | |
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Total deposits | | | 4,309,253 | | | | 4,403,239 | | | | 4,702,944 | | | | 4,780,169 | | | | 4,804,462 | | | | 5,620,043 | | | | 5,805,707 | | | | 5,902,876 | |
Repurchase agreements and other borrowed funds | | | 842,644 | | | | 1,016,930 | | | | 854,005 | | | | 1,031,866 | | | | 1,253,242 | | | | 1,267,864 | | | | 1,138,460 | | | | 1,182,270 | |
Other liabilities | | | 32,041 | | | | 27,643 | | | | 35,526 | | | | 39,311 | | | | 27,568 | | | | 37,282 | | | | 38,153 | | | | 41,804 | |
Minority interest | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Shareholders’ equity | | | 480,904 | | | | 499,321 | | | | 523,231 | | | | 510,180 | | | | 549,785 | | | | 580,414 | | | | 577,188 | | | | 613,092 | |
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Total liabilities and equity | | $ | 5,664,842 | | | $ | 5,947,133 | | | $ | 6,115,706 | | | $ | 6,361,526 | | | $ | 6,635,057 | | | $ | 7,505,603 | | | $ | 7,559,508 | | | $ | 7,740,042 | |
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