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
June 30, 1999 0-7674
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FIRST FINANCIAL BANKSHARES, INC.
(Exact Name of Registrant as Specified in its Charter)
Texas 75-0944023
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(State of Incorporation) (I.R.S. Employer
Identification No.)
400 Pine Street, Abilene, Texas 79601
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(Address of Executive Offices) (Zip Code)
Registrant's Telephone Number (915) 627-7155
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Securities Registered Pursuant to Section 12(b) of the Act:
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None
Securities Registered Pursuant to Section 12(g) of the Act:
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Common Stock, Par Value $10.00 Per Share
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(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 .
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There were 9,963,054 shares of common stock outstanding as of July 26,
1999.
TABLE OF CONTENTS
PART I
FINANCIAL INFORMATION
Item Page
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1. Consolidated Financial Statements and Notes to
Consolidated Financial Statements 4
2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10
Signatures 12
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PART I
FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements.
The consolidated balance sheets of First Financial Bankshares, Inc. at June 30,
1999 and 1998, and December 31, 1998, and the consolidated statements of
earnings and comprehensive earnings for the three and six months ended June 30,
1999 and 1998, and the changes in shareholders' equity for the year ended
December 31, 1998 and six months ended June 30, 1999, and the cash flows for the
six months ended June 30, 1999 and 1998, follow on pages 4 through 8.
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FIRST FINANCIAL BANKSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
June 30,
----------------------------------------
1999 1998 December 31,
(Unaudited) (Unaudited) 1998
------------------ ------------------- -------------------
ASSETS
Cash and due from banks $ 73,661,442 $ 79,719,074 $ 84,237,577
Interest-bearing deposits in banks 204,001 203,784 203,911
Federal funds sold 95,170,912 96,861,729 116,091,417
Investment securities:
Securities held to maturity (approximate market value
of $426,988,041 and $414,057,321 at June 30, 1999
and 1998, and $419,252,100 at December 31, 1998) 431,001,752 411,220,790 414,302,781
Securities available for sale, at approximate market value 215,378,018 191,263,332 211,588,088
------------------ ------------------- -------------------
Total investment securities 646,379,770 602,484,122 625,890,869
Loans 769,581,429 760,853,537 779,544,287
Less: Allowance for loan losses 9,221,191 9,817,042 8,988,320
------------------ ------------------- -------------------
Net loans 760,360,238 751,036,495 770,555,967
Bank premises and equipment - net 41,515,926 43,479,304 42,927,162
Goodwill 20,977,354 22,562,680 21,798,277
Other assets 26,224,021 24,584,607 24,941,695
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TOTAL ASSETS $ 1,664,493,664 $ 1,620,931,795 $ 1,686,646,875
================== =================== ===================
LIABILITIES
Noninterest-bearing deposits $ 317,357,809 $ 319,933,690 $ 334,719,132
Interest-bearing demand deposits 424,195,313 422,508,865 451,811,746
Interest-bearing time deposits 734,429,230 703,068,372 718,324,962
------------------ ------------------- -------------------
Total deposits 1,475,982,352 1,445,510,927 1,504,855,840
Dividends payable 2,739,548 2,382,342 2,736,689
Other short-term borrowings 4,607,868 1,120,000 516,958
Other liabilities 7,868,599 10,250,526 9,088,130
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Total liabilities 1,491,198,367 1,459,263,795 1,517,197,617
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SHAREHOLDERS' EQUITY
Capital stock - $10 par value;
20,000,000 shares authorized 99,619,810 90,372,880 99,526,830
Capital surplus 60,411,109 36,355,759 60,375,373
Retained earnings 15,136,712 34,401,866 8,015,303
Unrealized gain (loss) on investment securities
available for sale (1,872,334) 537,495 1,531,752
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Total shareholders' equity 173,295,297 161,668,000 169,449,258
------------------ ------------------- -------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 1,664,493,664 $ 1,620,931,795 $ 1,686,646,875
================== =================== ===================
See notes to consolidated financial statements.
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FIRST FINANCIAL BANKSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS - (UNAUDITED)
Three Months Ended Six Months Ended
June 30, June 30,
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1999 1998 1999 1998
----------------- ------------------ ------------------ -----------------
INTEREST INCOME
Loans, including fees $ 16,755,126 $ 17,684,612 $ 33,671,257 $ 34,908,161
Investment income - taxable 7,969,941 8,603,295 15,879,335 17,441,136
Investment income - tax exempt 1,135,561 691,119 2,242,598 1,243,100
Interest on interest bearing deposits 2,851 2,913 5,669 7,919
Interest on federal funds sold and other 1,275,462 1,088,602 2,369,368 2,323,934
----------------- ------------------ ------------------ -----------------
Total interest income 27,138,941 28,070,541 54,168,227 55,924,250
INTEREST EXPENSE
Interest-bearing deposits 10,602,452 11,573,648 21,343,459 23,250,465
Short-term borrowings 32,722 45,281 38,221 126,698
----------------- ------------------ ------------------ -----------------
Total interest expense 10,635,174 11,618,929 21,381,680 23,377,163
----------------- ------------------ ------------------ -----------------
NET INTEREST INCOME 16,503,767 16,451,612 32,786,547 32,547,087
Provision for loan losses 308,000 283,000 778,000 434,500
----------------- ------------------ ------------------ -----------------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 16,195,767 16,168,612 32,008,547 32,112,587
NONINTEREST INCOME
Trust fees 1,262,114 1,199,306 2,500,409 2,402,129
Service fees on deposit accounts 3,287,215 2,915,915 6,410,584 5,618,302
Real estate mortgage fees 346,666 323,508 711,723 620,404
Net gain on securities transactions - 254 - 5,051
Other 1,281,536 998,450 2,740,278 2,187,565
----------------- ------------------ ------------------ -----------------
Total noninterest income 6,177,531 5,437,433 12,362,994 10,833,451
NONINTEREST EXPENSE
Salaries and employee benefits 6,763,138 6,661,772 13,515,907 13,286,787
Net occupancy 962,040 1,053,973 1,949,951 2,052,587
Equipment expense 1,026,816 1,008,732 2,035,044 1,994,629
Goodwill amortization 408,546 413,361 820,922 826,720
Other 3,798,224 3,750,985 7,729,768 7,646,985
----------------- ------------------ ------------------ -----------------
Total noninterest expense 12,958,764 12,888,823 26,051,592 25,807,708
----------------- ------------------ ------------------ -----------------
EARNINGS BEFORE INCOME TAXES 9,414,534 8,717,222 18,319,949 17,138,330
Provision for income taxes 2,942,162 2,843,832 5,721,037 5,638,464
----------------- ------------------ ------------------ -----------------
NET EARNINGS $ 6,472,372 $ 5,873,390 $ 12,598,912 $ 11,499,866
================= ================== ================== =================
BASIC EARNINGS PER SHARE $ 0.65 $ 0.59 $ 1.27 $ 1.16
EARNINGS PER SHARE, ASSUMING DILUTION $ 0.65 $ 0.59 $ 1.26 $ 1.15
DIVIDENDS PER SHARE $ 0.275 $ 0.25 $ 0.55 $ 0.48
See notes to consolidated financial statements.
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FIRST FINANCIAL BANKSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS - (UNAUDITED)
Three Months Ended Six Months Ended
June 30, June 30,
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1999 1998 1999 1998
----------------- ------------------ ------------------ -----------------
NET EARNINGS $ 6,472,372 $ 5,873,390 $ 12,598,912 $ 11,499,866
OTHER ITEMS OF COMPREHENSIVE EARNINGS
Change in unrealized gain (loss) on investment
securities available for sale, before tax (2,684,140) 131,937 (5,237,055) 133,898
Reclassification adjustment for realized gains
on investment securities included
in net earnings - (254) - (5,051)
----------------- ------------------ ------------------ -----------------
Total other items of comprehensive earnings (2,684,140) 131,683 (5,237,055) 128,847
----------------- ------------------ ------------------ -----------------
OTHER COMPREHENSIVE EARNINGS, BEFORE TAX 3,788,232 6,005,073 7,361,857 11,628,713
Income tax (benefit) expense related to
other items of comprehensive earnings (939,449) 46,089 (1,832,969) 45,096
----------------- ------------------ ------------------ -----------------
COMPREHENSIVE EARNINGS $ 4,727,681 $ 5,958,984 $ 9,194,826 $ 11,583,617
================= ================== ================== =================
See notes to consolidated financial statements.
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FIRST FINANCIAL BANKSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
Unrealized
Gain (Loss) on
Investment
Securities Total
Capital Stock Capital Retained Available Shareholders'
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Shares Amount Surplus Earnings For Sale Equity
--------- -------------- -------------- ---------------- -------------- ----------------
Balances at
December 31, 1997 9,025,852 $ 90,258,520 $ 36,595,698 $ 27,203,391 $ 403,597 $ 154,461,206
Net earnings - - - 23,253,939 - 23,253,939
Stock issuances 23,257 232,570 60,857 - - 293,427
Cash dividends declared - - - (9,687,469) - (9,687,469)
Stock dividend, 10% 903,574 9,035,740 23,718,818 (32,754,558) - -
Change in unrealized
gain (loss) - - - - 1,128,155 1,128,155
--------- -------------- -------------- ---------------- -------------- ----------------
Balances at
December 31, 1998 9,952,683 99,526,830 60,375,373 8,015,303 1,531,752 169,449,258
Net earnings - - - 12,598,912 - 12,598,912
Stock issuances 9,298 92,980 35,736 - - 128,716
Cash dividends declared - - - (5,477,503) - (5,477,503)
Change in unrealized
gain (loss) - - - - (3,404,086) (3,404,086)
--------- -------------- -------------- ---------------- -------------- ----------------
Balances at
June 30,1999 (unaudited) 9,961,981 $ 99,619,810 $ 60,411,109 $ 15,136,712 $ (1,872,334) $ 173,295,297
========= ============== ============== ================ ============== ================
See notes to consolidated financial statements.
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FIRST FINANCIAL BANKSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - (UNAUDITED)
Six Months Ended
June 30,
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1999 1998
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CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings $ 12,598,912 $ 11,499,866
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation and amortization 2,983,454 3,006,932
Provision for loan losses 778,000 434,500
Premium amortization, net of discount accretion 1,359,308 1,268,470
Gain on sale of assets (227,009) (1,643)
Deferred federal income tax expense (benefit) 71,289 (366,547)
Decrease in other assets 853,598 292,314
(Decrease) increase in other liabilities (1,219,531) 3,273,543
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Total adjustments 4,599,108 7,907,569
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Net cash provided by operating activities 17,198,020 19,407,435
CASH FLOWS FROM INVESTING ACTIVITIES
Net(increase) decrease in interest-bearing deposits in banks (90) 194,887
Proceeds from sale of securities available for sale - 3,141,319
Proceeds from maturity of securities available for sale 23,183,580 92,725,401
Proceeds from maturity of securities held to maturity 67,025,072 125,812,883
Purchase of securities available for sale (32,696,733) (105,498,247)
Purchase of securities held to maturity (84,597,183) (103,647,784)
Net decrease (increase) in loans 9,262,515 (18,679,663)
Capital expenditures (1,690,550) (1,837,561)
Proceeds from sale of assets 947,235 180,487
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Net cash used in investing activities (18,566,154) (7,608,278)
CASH FLOWS FROM FINANCING ACTIVITIES
Net decrease in noninterest-bearing deposits (17,361,323) (4,226,441)
Net decrease in interest-bearing deposits (11,512,165) (38,971,361)
Net increase (decrease) in other short-term borrowings 4,090,910 (3,580,000)
Proceeds from stock issuances 128,716 119,616
Dividends paid (5,474,644) (4,327,143)
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Net cash used in financing activities (30,128,506) (50,985,329)
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Net decrease in cash and cash equivalents (31,496,640) (39,186,172)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 200,328,994 215,766,975
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CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 168,832,354 $ 176,580,803
============== ==============
SUPPLEMENTAL INFORMATION AND NONCASH TRANSACTIONS
Interest paid $ 21,785,532 $ 22,979,865
Federal income tax paid 6,085,614 5,586,163
Assets acquired through foreclosure 260,421 32,000
See notes to consolidated financial statements.
-8-
FIRST FINANCIAL BANKSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Note 1 - Basis of Presentation
In the opinion of management, the consolidated financial statements reflect
all adjustments necessary for a fair presentation of the Company's financial
position and results of operation. All adjustments were of a normal
recurring nature. However, the results of operations for the six months
ended June 30, 1999 are not necessarily indicative of the results to be
expected for the year ended December 31, 1999. The Company has procedures to
monitor market risk and has determined that no material changes in market
risk have occurred since December 31, 1998.
Note 2 - Earnings Per Share
Basic earnings per common share is computed by dividing net income available
to common shareholders by the weighted average number of shares outstanding
during the period. In computing diluted earnings per common share for the
quarters and six-month periods ended June 30, 1999 and 1998, the Company
assumes that all outstanding options to purchase common stock have been
exercised at the beginning of the year (or time of issuance, if later). The
dilutive effect of the outstanding options is reflected by application of
the treasury stock method, whereby the proceeds from the exercised options
are assumed to be used to purchase common stock at the average market price
during the respective period. The weighted average common shares outstanding
used in computing basic earnings per common share for the quarters ended
June 30, 1999 and 1998, was 9,958,492 and 9,939,463 shares, respectively.
The weighted average common shares outstanding used in computing basic
earnings per share for the six-month periods ended June 30, 1999 and 1998,
was 9,956,156 and 9,936,042 shares, respectively. The weighted average
common shares outstanding used in computing diluted earnings per common
share for the quarters ended June 30, 1999 and 1998, was 9,997,221 and
9,997,230 shares, respectively. The weighted average common shares
outstanding used in computing diluted earnings per common share for the
six-month periods ended June 30, 1999 and 1998, was 9,998,669 and 9,992,921
shares, respectively.
The Company's per share financial information has been adjusted to reflect
the 10 percent stock dividend declared on October 27, 1998, payable on
December 1, 1998 to shareholders of record on November 16, 1998.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Operating Results
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For the six months ended June 30, 1999, the Company's net income amounted to
$12.6 million, or $1.27 per basic share. For the same period last year, net
income amounted to $11.5 million, or $1.16 per basic share. Net income for the
second quarter 1999 totaled $6.5 million, or $0.65 per basic share, as compared
to $5.9 million, or $0.59 per basic share, earned in the second quarter of 1998.
Return on average assets and return on average equity for the six months ended
June 30, 1999, amounted to 1.53 percent and 14.85 percent, respectively. The
Company's return on average assets and return on average equity for the same
period last year amounted to 1.44 percent and 14.75 percent, respectively.
Net interest income on a tax-equivalent basis for the six months ended June 30,
1999, amounted to $33.9 million, up $1.0 million from the same period last year.
Net interest income on a tax-equivalent basis for the second quarter of 1999
amounted to $17.1 million, an increase of $600 thousand over the second quarter
of 1998. The improvement in net interest income resulted primarily from growth
in average investment securities. The net interest margin was 4.52 percent
through June 30, 1999, as compared to 4.54 percent for the same period last
year. For the six months ended June 30, 1999, the provision for loan losses
amounted to $778 thousand as compared to $435 thousand for the same period in
1998. For the second quarter of 1999, the provision for loan losses was $308
thousand, as compared to $283 thousand in the second quarter of 1998.
Total noninterest income for the six months ended June 30, 1999, amounted to
$12.4 million as compared to $10.8 million for the same period last year.
Deposit service fees, sale of bank premises and Pulse fees were up $793
thousand, $217 thousand and $145 thousand, respectively, and were the primary
factors contributing to the increase over the prior year. Noninterest income for
the second quarter of 1999 totaled $6.2 million as compared to $5.4 million for
the same period last year. Deposit service fees and miscellaneous recoveries
were up $371 thousand and $166 thousand, respectively, and were the primary
factors contributing to the increase over the same period last year.
Noninterest expense for the first six months ended June 30, 1999, amounted to
$26.1 million which was $244 thousand, or .09 percent above the 1998 first six
months total of $25.8 million. Noninterest expense for the second quarter of
1999 amounted to $13.0 million, up slightly from the $12.9 million total in the
second quarter last year. The Company's efficiency ratio was 56.36 percent for
the first six months of 1999, down from 58.79 percent for the same period last
year.
Balance Sheet Review
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Total assets at June 30, 1999, amounted to $1.664 billion as compared to $1.687
billion at December 31, 1998, and $1.621 billion at June 30, 1998. The June 30,
1999, decline in total assets from the year-end 1998 balance reflects lower loan
demand and a seasonal decrease in total deposits. The balance sheets presented
reflect normal recurring adjustments and accruals.
Loans at June 30, 1999, totaled $770 million as compared to $780 million at
year-end 1998 and $761 million at June 30, 1998. Investment securities at June
30, 1999, totaled $646 million as compared to $626 million at year-end 1998 and
$602 million at June 30, 1998. The net unrealized loss in the investment
portfolio at June 30, 1999, amounted to $6.9 million. At June 30, 1999, the
investment portfolio reflected an overall yield of 6.00 percent. Approximately
$210 million, or 32 percent, of the portfolio matures within two years which
protects the Company from signficant interest rate risk should interest rates
move up. At June 30, 1999, the Company did not hold any CMOs that entail higher
risks than standard mortgage-backed securities. Total investment securities at
June 30, 1999, included structured notes with an amortized cost of $7.0 million
and an approximate market value of $6.9 million. Total deposits at June 30,
1999, amounted to $1.476 billion as compared to $1.505 billion at year-end 1998
and $1.446 billion at June 30, 1998. The decrease from December 31, 1998, is
considered temporary and not indicative of a long-term downward trend in total
deposits.
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Nonperforming assets at June 30, 1999, totaled $2.9 million, or .37 percent of
loans and foreclosed assets, and were down $300 thousand from the December 31,
1998, amount. At June 30, 1999, the allowance for loan losses amounted to 397.1
percent of nonperforming loans. Management is not aware of any material
classified credit not properly disclosed as nonperforming and considers the
allowance for loan losses to be adequate.
Liquidity and Capital
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The Company's consolidated statements of cash flows are presented on page 8 of
this report. At June 30, 1999, the parent company had no debt outstanding under
its $18 million line of credit with an unaffiliated financial institution. Total
equity capital amounted to $173.3 million at June 30, 1999, which was up from
$169.4 million at year-end 1998 and $161.7 million at June 30, 1998. The
Company's risk-based capital and leverage ratios at June 30, 1999, were 17.02
percent and 9.35 percent, respectively. The second quarter 1999 cash dividend of
$0.275 per share totaled $2.7 million and represented 42.3 percent of second
quarter earnings. On July 27, 1999, the Company declared a $0.275 per share cash
dividend payable October 1, 1999.
Interest Rate Risk
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Interest rate risk results when the maturity or repricing intervals of
interest-earning assets and interest-bearing liabilities are different. The
Company's exposure to interest rate risk is managed primarily through the
Company's strategy of selecting the types and terms of interest-earning assets
and interest-bearing liabilities which generate favorable earnings, while
limiting the potential negative effects of changes in market interest rates. The
Company uses no off-balance-sheet financial instruments to manage interest rate
risk. Each subsidiary bank has an asset/liability committee which monitors
interest rate risk and compliance with investment policies. Interest-sensitivity
gap and simulation analysis are among the ways that the subsidiary banks track
interest rate risk. Since year-end 1998, there has been no material change in
the Company's interest rate risk.
Year 2000
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The Company completed compliance testing of its core IT systems during the
quarter ended December 31, 1998. The Company believes that the results of its
tests were successful and that these results showed that these core IT systems
are Year 2000 compliant. These results were reviewed and confirmed by an
independent third party that is competent in Year 2000 compliance testing and
hired by the Company. The Company believes that, based on these results and the
warranties provided by the third parties that licensed these core IT systems to
the Company, these core IT systems are Year 2000 compliant. The Company has also
completed its Year 2000 compliance assessment of its other IT systems, which
includes automatic teller machine software systems. These other IT systems are
also licensed from third parties and these third parties have assured the
Company that their systems are Year 2000 compliant.
The Company has developed contingency plans for Year 2000 noncompliance.
However, there can be no assurance that the Company's contingency plans will
prevent the Company from suffering a material adverse effect on its operations,
financial condition or results of operations if any of its core IT systems,
other IT systems or embedded technology or any systems of a governmental agency,
a significant customer or significant vendor prove not to be Year 2000
compliant.
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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: August 10, 1999 By:/S/CURTIS R. HARVEY
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Curtis R. Harvey
Executive Vice President and
Chief Financial Officer
Date: August 10, 1999 By:/S/SANDY LESTER
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Sandy Lester
Secretary-Treasurer
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