SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended Commission File Number
September 30, 1997 0-7674
FIRST FINANCIAL BANKSHARES, INC.
(Exact Name of Registrant as Specified in its Charter)
Texas 75-0944023
(State of Incorporation) (I.R.S. Employer
Identification No.)
400 Pine Street, Abilene, Texas 79601
(Address of Executive Offices) (Zip Code)
Registrant's Telephone Number (915) 627-7155
Securities Registered Pursuant to Section 12(b) of the Act:
None
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, Par Value $10.00 Per Share
(Title of Class)
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 registrant's
classes of common stock, as of the latest practicable date.
8,420,839 shares
TABLE OF CONTENTS
PART I
FINANCIAL INFORMATION
Item Page
1. Financial Statements ................................3
2. Management's Discussion and Analysis of Financial
Condition and Results of Operations...................11
Signatures............................................13
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements.
The consolidated balance sheets of First Financial Bankshares, Inc. at September
30, 1997, December 31, 1996, and September 30, 1996, and the consolidated
statements of income, the consolidated statements of changes in stockholders'
equity, and the consolidated statements of cash flows for the nine months ended
September 30, 1997 and 1996, follow on pages 4 through 9.
FIRST FINANCIAL BANKSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
September 30, December 31,
1997 1996 1996
--------------- --------------- ----------------
ASSETS
Cash and due from banks $ 73,662,989 $ 64,623,009 $ 71,677,154
Interest-bearing deposits in banks 398,620 786,458 888,494
Federal funds sold 107,076,597 21,703,835 54,306,156
Investment securities:
Securities held to maturity (approximate market value of $423,894,880 and
$473,114,546 at September 30, 1997 and 1996, and
$466,805,918 at December 31, 1996) 423,070,075 494,876,561 466,623,769
Securities available for sale, at
approximate market value 135,412,932 16,181,869 45,164,802
--------------- --------------- ---------------
Total investment securities 558,483,007 511,058,430 511,788,571
Loans 656,396,598 561,069,913 580,163,598
Less: Allowance for loan losses 10,339,564 9,658,327 9,441,466
Unearned discount 7,757,717 7,786,791 7,263,392
--------------- --------------- ---------------
Net loans 638,299,317 543,624,795 563,458,740
Bank premises and equipment - net 39,438,232 34,326,184 34,454,587
Goodwill 23,284,982 5,686,235 5,585,922
Other assets 20,760,043 20,812,047 19,881,425
--------------- --------------- ---------------
TOTAL ASSETS $ 1,461,403,787 $ 1,202,620,993 $ 1,262,041,049
=============== =============== ===============
LIABILITIES
Noninterest-bearing deposits $ 265,191,150 $ 223,304,991 $ 246,571,720
Interest-bearing demand deposits 354,167,896 290,931,361 316,524,085
Interest-bearing time deposits 684,491,679 549,818,323 558,785,647
--------------- --------------- ---------------
Total deposits 1,303,850,725 1,064,054,675 1,121,881,452
Dividends payable 2,105,210 1,876,998 1,881,288
Short-term borrowings 6,200,000 100,000 110,000
Other liabilities 8,875,786 8,525,435 7,007,463
--------------- --------------- ---------------
Total liabilities 1,321,031,721 1,074,557,108 1,130,880,203
--------------- --------------- ---------------
SHAREHOLDERS' EQUITY
Capital stock-$10 par value;
10,000,000 shares authorized 84,208,390 67,035,660 67,188,860
Capital surplus 36,840,755 36,870,236 36,874,707
Retained earnings 19,100,402 24,616,965 27,363,902
Unrealized gain (loss) on investment
securities available for sale 222,519 (458,976) (266,623)
--------------- --------------- ---------------
Total shareholders' equity 140,372,066 128,063,885 131,160,846
--------------- --------------- ---------------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $ 1,461,403,787 $ 1,202,620,993 $ 1,262,041,049
=============== =============== ===============
FIRST FINANCIAL BANKSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF EARNINGS
Three Months Ended Nine Months Ended
September 30, September 30,
---------------------------- ----------------------------
1997 1996 1997 1996
------------ ------------ ------------ ------------
INTEREST INCOME
Loans, including fees $ 13,991,717 $ 13,132,999 $ 40,897,393 $ 38,958,262
Investment income-taxable 7,684,244 7,242,091 22,843,083 21,580,048
Investment income-tax exempt 335,326 266,465 972,307 721,388
Interest on interest bearing deposits 6,224 14,541 29,595 61,240
Interest on federal funds sold and other 806,203 390,235 1,969,744 1,392,403
------------ ------------ ------------ ------------
Total interest income 22,823,714 21,046,331 66,712,122 62,713,341
INTEREST EXPENSE
Interest-bearing deposits 9,417,239 8,426,815 27,212,332 25,098,525
Short-term borrowings 7,095 2,709 12,000 31,793
------------ ------------ ------------ ------------
Total interest expense 9,424,334 8,429,524 27,224,332 25,130,318
------------ ------------ ------------ ------------
NET INTEREST INCOME 13,399,380 12,616,807 39,487,790 37,583,023
Provision for loan losses 222,500 80,000 620,000 963,000
------------ ------------ ------------ ------------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 13,176,880 12,536,807 38,867,790 36,620,023
NONINTEREST INCOME
Trust fees 988,318 847,486 2,941,191 2,575,247
Service fees on deposit accounts 2,464,467 2,122,563 7,090,422 5,897,434
Net gain on sale of foreclosed assets 45,284 7,224 61,228 106,976
Other 1,174,585 1,086,824 3,280,762 3,228,100
------------ ------------ ------------ ------------
Total noninterest income 4,672,654 4,064,097 13,373,603 11,807,757
NONINTEREST EXPENSE
Salaries and employee benefits 5,356,832 5,001,339 15,733,056 14,790,577
Net occupancy and equipment expenses 889,877 853,766 2,568,717 2,390,226
Equipment expense 895,438 841,537 2,410,619 2,203,536
Printing and supplies 218,695 279,317 696,744 790,538
Other 2,946,383 2,648,295 8,671,331 7,763,454
------------ ------------ ------------ ------------
Total noninterest expense 10,307,225 9,624,254 30,080,467 27,938,331
------------ ------------ ------------ ------------
EARNINGS BEFORE INCOME TAXES 7,542,309 6,976,650 22,160,926 20,489,449
Provision for income tax 2,551,436 2,374,796 7,498,626 6,995,376
------------ ------------ ------------ ------------
NET EARNINGS $ 4,990,873 $ 4,601,854 $ 14,662,300 $ 13,494,073
============ ============ ============ ============
EARNINGS PER SHARE (1) $ 0.59 $ 0.55 $ 1.74 $ 1.61
============ ============ ============ ============
DIVIDENDS PER SHARE (2) $ 0.25 $ 0.22 $ 0.72 $ 0.65
============ ============ ============ ============
1 Earnings per share are calculated using weighted average shares
outstanding for each period presented with the prior period adjusted
for 25% stock dividend issued June 2, 1997.
2 Dividends per share are calculated using actual number of shares
outstanding at end of each period presented with the prior period
adjusted for 25% stock dividend issued June 2, 1997.
FIRST FINANCIAL BANKSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
Unrealized
Gain (Loss)
On Investment Total
Securities Stock-
Capital Stock Capital Retained Available holders'
Shares Amount Surplus Earnings for Sale Equity
---------- ------------ ------------ ------------ ----------- -------------
Balances at December 31, 1995 5,339,193 $ 53,391,930 $ 36,870,604 $ 29,917,438 $ (152,161) $ 120,027,811
Net earnings 18,122,251 18,122,251
Stock issuances 42,791 427,910 4,103 432,013
Cash dividends declared (7,306,767) (7,306,767)
Stock split effected in the
form of a dividend 1,336,902 13,369,020 (13,369,020) -
Change in unrealized gain (loss) (114,462) (114,462)
---------- ------------ ------------ ------------ ----------- -------------
Balances at December 31, 1996 6,718,886 67,188,860 36,874,707 27,363,902 (266,623) 131,160,846
Net earnings 14,662,300 14,662,300
Stock issuances 20,559 205,590 (33,952) 171,638
Cash dividends declared (6,111,860) (6,111,860)
Stock split effected in the
form of a dividend 1,681,394 16,813,940 (16,813,940)
Change in unrealized gain (loss) 489,142 489,142
---------- ------------ ------------ ------------ ----------- -------------
Balances at September 30, 1997 8,420,839 $ 84,208,390 $ 36,840,755 $ 19,100,402 $ 222,519 $ 140,372,066
========== ============ ============ ============ =========== =============
FIRST FINANCIAL BANKSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
Nine Months Ended
September 30,
-------------------------------
1997 1996
------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings $ 14,662,300 $ 13,494,073
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Depreciation and amortization 3,019,523 2,743,121
Provision for loan losses 620,000 963,000
Premium amortization, net of discount accretion 701,138 1,974,303
Gain on sale of assets (21,279) (4,519)
Deferred federal income tax benefit (203,518) (358,315)
(Increase) decrease in other assets (378,619) 466,295
Increase in other liabilities 1,594,417 1,427,645
------------- -------------
Total adjustments 5,331,662 7,211,530
------------- -------------
Net cash provided by operating activities 19,993,962 20,705,603
------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES
Net decrease in interest-bearing deposits in banks 489,874 1,285,567
Cash and cash equivalents received through acquisition,
net of payment for stock - (4,554,417)
Cash and cash equivalents received through purchase of
assets and liabilities, net of cash paid 70,702,534 -
Proceeds from sale of securities available for sale 1,567,335 2,000,000
Proceeds from maturity of securities available for sale 3,947,185 1,855,111
Proceeds from sale of securities held to maturity 7,000,781 -
Proceeds from maturity of securities held to maturity 169,975,814 131,525,831
Purchase of securities available for sale (95,196,797) (14,269,422)
Purchase of securities held to maturity (133,936,903) (108,819,457)
Net increase in loans (13,132,594) (10,782,685)
Capital expenditures (3,804,511) (2,733,877)
Proceeds from sale of assets 279,485 578,277
------------- -------------
Net cash provided by (used in) investing activities 7,892,203 (3,915,072)
------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net decrease in noninterest-bearing deposits (18,332,657) (9,637,294)
Net increase (decrease) in interest-bearing deposits 44,829,068 (8,081,202)
Net increase (decrease) in short-term borrowings 6,090,000 (460,438)
Proceeds from stock issuances 171,638 274,342
Dividends paid (5,887,938) (5,103,054)
------------- -------------
Net cash provided by (used in) financing activities 26,870,111 (23,007,646)
------------- -------------
Net increase (decrease) in cash and cash equivalents 54,756,276 (6,217,115)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 125,983,310 92,543,959
------------- -------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 180,739,586 $ 86,326,844
============= =============
Nine Months Ended
September 30,
1997 1996
------------- -------------
SUPPLEMENTAL INFORMATION ON CASH
FLOWS AND NONCASH TRANSACTIONS
Interest paid $ 26,853,815 $ 25,316,201
Federal income tax paid 7,742,864 4,888,040
Assets acquired through foreclosure 40,585 47,342
Change in unrealized gain (loss) on investment securities available for sale 752,526 (876,614)
The Company purchased substantially all of the outstanding stock of Citizens
Equity Corporation, Inc. ("Citizens") and its subsidiary, Citizens National
Bank of Weatherford, for approximately $7,500,000 in cash, along with
assumption of Citizen's debt of approximately $5,600,000
Fair value of assets acquired - 98,200,000
Liabilities assumed - 90,700,000
Cash paid for stock - 7,500,000
The Company purchased certain assets and liabilities from Texas Commerce Bank
- San Angelo for cash, along with assumption of certain liabilities
(primarily deposits)
Fair value of assets acquired (other than cash) 85,044,234 -
Liabilities assumed 155,746,768 -
Cash acquired 70,702,534 -
FIRST FINANCIAL BANKSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Pro Forma Effect of Adoption of Accounting Standard in Fourth Quarter of 1997
The Company will adopt Statement of Financial Accounting Standards No. 128,
"Earnings Per Share" (SFAS 128) effective December 15, 1997. This statement
requires a change in the computation and presentation of earnings per share. As
a result, earnings per share for the year ended December 31, 1997 will be
computed under the new standard and prior periods will be restated to reflect
the adoption of SFAS 128. The following represents pro forma restatement of
earnings per share, as if the statement was effective in the nine months ending
September 30, 1997 and 1996.
Pro Forma Earnings Per Share
Basic earnings per share were computed by dividing net earnings by the weighted
average number of shares of common stock outstanding during the period. Diluted
earnings per common share for the three months and nine months ending September
30, 1997 and 1996 were determined upon assumption that options to purchase
common shares outstanding were exercised at the beginning of each period (or
time of issuance, if later). In calculating earnings per share, the Company has
used the treasury stock method, whereby the assumed proceeds were used to
purchase common stock at the average market price during the period.
Net Per Share
Earnings Shares Amount
------------- ---------- ------------
For the three months
ended September 30, 1997 and 1996
1997 - Basic Earnings per Share $ 4,990,873 8,418,438 $ .59
============
Options issued - 72,433
------------- ----------
Earnings per Share, assuming dilution $ 4,990,873 8,490,871 $ .59
============= ========== ============
1996 - Basic Earnings per Share $ 4,601,854 8,372,314 $ .55
============
Options issued - 52,025
------------- ----------
Earnings per Share, assuming dilution $ 4,601,854 8,424,339 $ .55
============= ========== ============
For the nine months
ended September 30, 1997 and 1996
1997 - Basic Earnings per Share $ 14,662,300 8,410,701 $ 1.74
============
Options issued - 69,845
------------- ----------
Earnings per Share, assuming dilution $ 14,662,300 8,480,546 $ 1.73
============= ========== ============
1996 - Basic Earnings per Share $ 13,494,073 8,308,271 $ 1.62
============
Options issued - 55,907
------------- ----------
Earnings per Share, assuming dilution $ 13,494,073 8,364,178 $ 1.61
============= ========== ============
FIRST FINANCIAL BANKSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -continued
1. Pro Forma Effect of Adoption of Accounting Standard in Fourth Quarter of 1997
- continued
The effect of this accounting change on previously reported earnings per share
data was as follows:
Three months ended Nine months ended
September 30 September 30
1997 1996 1997 1996
---------- ---------- ---------- ----------
Primary earnings per share $ .59 $ .55 $ 1.74 $ 1.61
Effect of SFAS No. 128 - - - .01
---------- ---------- ---------- ----------
Basic earnings per share as restated $ .59 $ .55 $ 1.74 $ 1.62
========== ========== ========== ==========
Fully diluted earnings per share were not reported by the Company in prior
periods.
2. Business Combinations
On September 26, 1997, the Company acquired certain assets of Texas Commerce
Bank - San Angelo for $16,800,000 in cash, and the assumption of certain
liabilities (primarily deposits). The total purchase price exceeded the fair
market value of net assets acquired by approximately $18,000,000, which was
recorded by the Company as goodwill to be amortized using a straight-line method
over a period of 15 years.
3. Other Short-term Borrowings
In September, 1997, the Company entered into an agreement with a bank to borrow
$6,200,000 at Libor plus 1.0% adjustable each 90 days. Interest is payable
quarterly beginning January 1, 1998 with principal due in twenty (20) quarterly
installments beginning June 30, 1998. It is the Company's intent to retire the
debt prior to September 30, 1998; therefore, the debt has been classified as
other short-term borrowings.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Operating Results
- -----------------
For the nine months ended September 30, 1997, the Company's net income amounted
to $14.6 million, or $1.74 per share. For the same period last year, net income
amounted to $13.4 million, or $1.61 per share. Net income for the third quarter
1997 totaled $4.9 million, or $ .59 per share, as compared to $4.6 million, or $
.55 per share, earned in the third quarter of 1996. Return on average assets and
return on average equity for the nine months ended September 30, 1997, amounted
to 1.56 percent and 14.58 percent, respectively. The Company's return on average
assets and return on average equity for the same period last year amounted to
1.51 percent and 14.79 percent, respectively.
Net interest income for the nine months ended September 30, 1997, was $1.9
million above the same period last year, with the increase attributed primarily
to loan growth. The net interest margin of 4.63 percent for 1997 reflects a
slight decrease from last year's 4.66 percent. The September 30, 1997,
year-to-date provision for loan losses has totaled $620 thousand as compared to
$963 thousand for the same period last year.
Total noninterest income for the nine months ended September 30, 1997, amounted
to $13.3 million as compared to the prior year total of $11.8 million. Through
September 30, 1997, trust fees and service fees on deposit accounts are up $366
thousand and $1.2 million, respectively. Other noninterest income, which
includes merchant credit card fees, real estate mortgage fees, ATM transaction
fees, and various service-related fees, totaled $3.2 million and were virtually
unchanged from prior year amounts.
Noninterest expense for the nine months ended September 30, 1997, totaled $30.0
million as compared to $27.9 million during the same period in 1996. The
increase is attributable primarily to higher employee costs, advertising and
communication expenses. The Company's key indicator of operating efficiency,
noninterest expense as a percent of net interest income and noninterest income,
amounted to 56.48 percent for the nine months ended September 30, 1997, as
compared to 56.84 percent for the same period last year.
Balance Sheet Review
- --------------------
Consolidated assets at September 30, 1997, totaled $1.46 billion as compared to
$1.26 billion at year-end 1996 and $1.20 billion at September 30, 1996. On
September 26, 1997, the Company's subsidiary bank in San Angelo completed the
purchase and assumption of certain assets and liabilities from Texas Commerce
Bank-San Angelo. The transaction accounted for approximately $156 million of the
growth in total assets when compared to the prior periods. The balance sheets
presented reflect normal recurring adjustments and accruals.
Loans at September 30, 1997, amounted to $638 million as compared to $573
million at December 31, 1996, and $553 million at September 30, 1996. The
acquisition transaction described above added approximately $64 million to the
September 30, 1997, loan total. The net unrealized gain in the investment
portfolio at September 30, 1997, totaled $1.2 million. At September 30, 1997,
the Company did not hold any CMOs that entail higher risks than standard
mortgage-backed securities. Amortized cost of structured notes at September 30,
1997, totaled $12.5 million as compared to an approximate market value of $12.3
million. The completion of the purchase and assumption transaction with Texas
Commerce Bank-San Angelo resulted in the addition of $60 million in investment
securities. Total deposits at September 30, 1997, amounted to $1.30 billion as
compared to $1.12 billion at December 31, 1996, and $1.06 billion at September
30, 1996. The deposits assumed from Texas Commerce Bank-San Angelo contributed
approximately $155 million to total deposits at the end of the third quarter.
Nonperforming assets at September 30, 1997, totaled $3.1 million, or .47 percent
of loans and foreclosed assets, and were down $437 thousand from the December
31, 1996, amount. Foreclosed asset expense remains immaterial. At September 30,
1997, the allowance for loan losses amounted to 335.3 percent of nonperforming
assets, and included an addition of $1.2 million established in connection with
the previously described purchase and assumption transaction completed on
September 26, 1997. Management is not aware of any material classified credits
not properly disclosed as nonperforming and considers the allowance for loan
losses to be adequate.
Liquidity and Capital
- ---------------------
The Company's consolidated statements of cash flows are presented on page 7 of
this report. At September 30, 1997, the balance sheet reflects adequate
liquidity and the parent company had $3.8 million available under its $10
million line of credit. Total equity capital amounted to $140.3 million at
September 30, 1997, which was up from $131.1 million at year-end 1996 and $128.1
million at September 30, 1996. The Company's risk-based capital and leverage
ratios at September 30, 1997, were 16.34 percent and 9.31 percent, respectively.
The third quarter cash dividend of $ .25 per share totaled $2.1 million and
represented 42.2 percent of earnings.
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 FINANCIAL BANKSHARES, INC.
Date By:
-------------------- -------------------------
Curtis R. Harvey
Executive Vice President and
Chief Financial Officer
Date By:
-------------------- -------------------------
Sandy Lester
Secretary-Treasurer