UNITED STATES 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 quarterly period ended September 30, 2000 Commission File Number 0-25756 IBERIABANK Corporation - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Louisiana 72-1280718 - ------------------------------------------------ ---------------------------- (State or other jurisdiction of incorporation or (I.R.S. Employer organization) Identification Number) 1101 East Admiral Doyle Drive New Iberia, Louisiana 70560 - ---------------------------------------------------- ------------------------ (Address of principal executive office) (Zip Code) (337) 365-2361 --------------------------------------------------------------- (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ____ Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: The Registrant had 6,438,737 shares of common stock, $1.00 par value, which were issued and outstanding as of November 9, 2000. IBERIABANK CORPORATION AND SUBSIDIARY TABLE OF CONTENTS PART I. FINANCIAL INFORMATION PAGE Item 1. Financial Statements Consolidated Balance Sheets 3 (As of September 30, 2000 and December 31, 1999) Consolidated Statements of Income (For the three and nine 4 months ended September 30, 2000 and 1999) Consolidated Statements of Shareholders' Equity (For the 5 nine months ended September 30, 2000 and 1999) Consolidated Statements of Cash Flows (For the nine 6 months ended September 30, 2000 and 1999) Notes to Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 Item 3. Quantitative and Qualitative Disclosures about Market Risk 17 PART II. OTHER INFORMATION Item 1. Legal Proceedings 18 Item 2. Changes in Securities and Use of Proceeds 18 Item 3. Defaults Upon Senior Securities 18 Item 4. Submission of Matters to a Vote of Security Holders 18 Item 5. Other Information 18 Item 6. Exhibits and Reports on Form 8-K 18 SIGNATURES 19 2 PART I. FINANCIAL INFORMATION Item 1. Financial Statements IBERIABANK CORPORATION AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Dollars in thousands, except share data) ASSETS ------ September 30, December 31, 2000 1999 ------------- ----------- Cash and due from banks $ 28,587 $ 39,443 Interest-bearing deposits in banks 4,450 8,270 ----------- ----------- Total cash and cash equivalents 33,037 47,713 Investment securities: Available for sale, at fair value 268,455 299,388 Held to maturity (fair value of $76,419 and $82,884, respectively) 78,921 85,493 Federal home loan bank stock, at cost 7,868 6,821 Loans held for sale 1,570 4,771 Loans, net of unearned income, less allowance for loan losses of $9,626 and $8,749, respectively 933,486 834,129 Accrued interest receivable 7,804 8,017 Premises and equipment, net 21,970 25,957 Goodwill and acquisition intangibles 39,602 42,063 Other assets 8,171 9,226 ----------- ----------- TOTAL ASSETS $ 1,400,884 $ 1,363,578 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY ------------------------------------ LIABILITIES: Deposits: Noninterest-bearing $ 124,283 $ 116,493 Interest-bearing 1,006,985 983,521 ----------- ----------- Total deposits 1,131,268 1,100,014 Short-term borrowings 79,475 83,000 Accrued interest payable 3,376 5,385 Long-term debt 53,316 52,053 Other liabilities 9,225 5,937 ----------- ----------- TOTAL LIABILITIES 1,276,660 1,246,389 ----------- ----------- SHAREHOLDERS' EQUITY: Preferred stock of $1 par value; 5,000,000 shares authorized; -0- shares issued 0 0 Common stock of $1 par value; 25,000,000 shares authorized; 7,380,671 shares issued 7,381 7,381 Additional paid-in capital 69,180 68,749 Retained earnings 75,498 69,065 Unearned common stock held by ESOP (2,209) (2,649) Unearned common stock held by RRP trust (2,735) (3,024) Accumulated other comprehensive income (6,803) (7,124) Treasury stock, at cost, 884,434 and 821,934 shares (16,088) (15,209) ----------- ----------- TOTAL SHAREHOLDERS' EQUITY 124,224 117,189 ----------- ----------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 1,400,884 $ 1,363,578 =========== =========== SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 3 IBERIABANK CORPORATION AND SUBSIDIARY CONSOLIDATED STATEMENTS OF INCOME (unaudited) (Dollars in thousands, except per share data) For the Three Months For the Nine Months Ended September 30, Ended September 30, --------------------------------- ----------------------------------- 2000 1999 2000 1999 --------------- ---------------- ----------------- --------------- INTEREST AND DIVIDEND INCOME: Loans, including fees $ 20,859 $ 16,850 $ 58,825 $ 50,402 Investment securities: Taxable interest and dividends 5,877 6,475 18,235 19,168 Tax-exempt interest 21 26 64 87 Interest-bearing demand deposits 83 8 214 986 --------------- ---------------- ----------------- --------------- Total interest and dividend income 26,840 23,359 77,338 70,643 --------------- ---------------- ----------------- --------------- INTEREST EXPENSE: Deposits 11,314 10,011 32,795 30,443 Short-term borrowings 1,434 553 3,476 740 Long-term debt 947 894 2,591 2,367 --------------- ---------------- ----------------- --------------- Total interest expense 13,695 11,458 38,862 33,550 --------------- ---------------- ----------------- --------------- Net interest income 13,145 11,901 38,476 37,093 Provision for loan losses 811 288 1,896 923 --------------- ---------------- ----------------- --------------- Net interest income after provision for loan losses 12,334 11,613 36,580 36,170 --------------- ---------------- ----------------- --------------- NONINTEREST INCOME: Service charges on deposit accounts 2,016 2,011 5,972 5,737 ATM fee income 329 283 959 780 Gain on sale of loans, net 97 573 155 1,056 Gain on sale of fixed assets 1,905 61 1,972 125 Gain (loss) on sale of investment securities (1,759) 0 (1,759) 0 Other income 634 672 2,186 2,094 --------------- ---------------- ----------------- --------------- Total noninterest income 3,222 3,600 9,485 9,792 --------------- ---------------- ----------------- --------------- NONINTEREST EXPENSE: Salaries and employee benefits 4,859 5,331 14,759 15,670 Occupancy and equipment 1,390 1,430 4,139 4,116 Amortization of acquisition intangibles 813 843 2,461 2,551 Franchise and shares tax 358 324 1,112 935 Communication and delivery 601 670 1,932 1,991 Marketing and business development 196 284 861 869 Data processing 374 234 1,002 685 Printing, stationery and supplies 172 218 556 665 Other expenses 1,331 1,341 4,096 4,706 --------------- ---------------- ----------------- --------------- Total noninterest expense 10,094 10,675 30,918 32,188 --------------- ---------------- ----------------- --------------- Income before income tax expense 5,462 4,538 15,147 13,774 Income tax expense 2,036 1,751 5,646 5,300 --------------- ---------------- ----------------- --------------- NET INCOME $ 3,426 $ 2,787 $ 9,501 $ 8,474 =============== ================ ================= =============== EARNINGS PER SHARE - BASIC $ 0.56 $ 0.46 $ 1.56 $ 1.37 =============== ================ ================= =============== EARNINGS PER SHARE - DILUTED $ 0.56 $ 0.45 $ 1.55 $ 1.35 =============== ================ ================= =============== SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 4 IBERIABANK CORPORATION AND SUBSIDIARY CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED) (Dollars in thousands) Unearned Unearned Common Accumulated Additional Common Stock Other Total Common Paid-In Retained Stock Held Held By Comprehensive Treasury Shareholders' Stock Capital Earnings By ESOP RRP Trust Income Stock Equity ----- ------- -------- ------- --------- ------ ----- ------ BALANCE, DECEMBER 31, 1998 $ 7,381 $ 68,021 $ 63,527 $ (3,267) $ (3,683) $ 349 $ (8,361) $ 123,967 Comprehensive income: Net income 8,474 8,474 Change in unrealized gain (loss) on securities available for sale, net of deferred taxes (3,636) (3,636) ------------ Total comprehensive income 4,838 Cash dividends declared (2,965) (2,965) Common stock released by ESOP trust 375 467 842 Common stock earned by participants of recognition and retention plan trust, including tax benefit 157 330 487 Treasury stock acquired at cost, 336,500 shares (7,045) (7,045) Stock options exercised 1 15 16 --------- ---------- ---------- --------- ---------- ----------- ---------- ---------- BALANCE, SEPTEMBER 30, 1999 $ 7,381 $ 68,554 $ 69,036 $ (2,800) $ (3,353) $ (3,287) $ (15,391) $ 120,140 ========= ========== ========== ========= ========== =========== ========== ========== BALANCE, DECEMBER 31, 1999 $ 7,381 $ 68,749 $ 69,065 $ (2,649) $ (3,024) $ (7,124) $ (15,209) $ 117,189 Comprehensive income: Net income 9,501 9,501 Change in unrealized gain (loss) on securities available for sale, net of deferred taxes 321 321 ---------- Total comprehensive income 9,822 Cash dividends declared (3,068) (3,068) Common stock released by ESOP trust 215 440 655 Common stock earned by participants of recognition and retention plan trust, including tax benefit 39 417 456 Common stock acquired by RRP trust 128 (128) 0 Compensation expense on stock option plans 49 49 Treasury stock acquired at cost, 62,500 shares (879) (879) --------- ---------- ---------- ---------- ---------- ----------- ---------- ---------- BALANCE, SEPTEMBER 30, 2000 $ 7,381 $ 69,180 $ 75,498 $ (2,209) $ (2,735) $ (6,803) $ (16,088) $ 124,224 ========= ========== ========== ========== ========== =========== ========== ========== SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 5 IBERIABANK CORPORATION AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (Dollars in thousands) For the Nine Months Ended September 30, ---------------------- 2000 1999 --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 9,501 $ 8,474 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 5,025 4,964 Provision for loan losses 1,896 923 Compensation expense recognized on RRP and stock options 505 373 Gain on sales of assets (2,021) (1,128) Book value of equipment donated 0 120 Amortization of premium/discount on investments 467 852 Current provision for deferred income taxes 0 (4) FHLB stock dividends (453) (355) Net change in loans held for sale 3,201 16,113 Income reinvested on marketable equity security 0 (241) ESOP compensation 509 956 Other, net 1,362 1,746 --------- --------- NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 19,992 32,793 --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Activity in available for sale securities: Maturities, prepayments and calls 75,119 20,914 Purchases (43,744) (47,837) Activity in held to maturity securities: Maturities, prepayments and calls 6,457 44,840 Purchases 0 (52,161) Increase in loans receivable, net (102,221) (61,695) Proceeds from sale of premises and equipment 4,778 503 Purchases of premises and equipment (784) (1,919) Proceeds from FHLB Stock redemption 0 4,853 Purchases of FHLB Stock (594) (590) Proceeds from disposition of real estate owned & property 1,065 840 --------- --------- NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES (59,924) (92,252) --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Increase (Decrease) in deposits 31,254 (120,194) Net change in short term borrowings (11,100) 73,873 Issuance of long term debt 15,000 5,575 Repayments of long term debt (6,162) 0 Dividends paid to shareholders (2,857) (2,950) Proceeds from sale of treasury stock for stock options exercised 0 16 Payments to repurchase common stock (879) (7,045) --------- --------- NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 25,256 (50,725) --------- --------- NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (14,676) (110,184) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 47,713 145,871 --------- --------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 33,037 $ 35,687 ========= ========= SUPPLEMENTAL SCHEDULE OF NONCASH ACTIVITIES: Acquisition of real estate in settlement of loans $ 969 $ 769 ========= ========= SUPPLEMENTAL DISCLOSURES: Cash paid (received) for: Interest on deposits and borrowings $ 40,871 $ 34,967 ========= ========= Income taxes $ 4,810 $ 4,673 ========= ========= Income tax refunds $ -- $ 9 ========= ========= SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 6 IBERIABANK CORPORATION AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF FINANCIAL STATEMENT PRESENTATION The accompanying consolidated financial statements were prepared in accordance with the instructions to Form 10-Q, and therefore, do not include information or footnotes necessary for a complete presentation of financial position, results of operations and cash flows in conformity with generally accepted accounting principles. All normal, recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of the financial statements, have been included. These interim financial statements should be read in conjunction with the audited financial statements and note disclosures for IBERIABANK Corporation (formerly ISB Financial Corporation), previously filed with the Securities and Exchange Commission in the Company's Annual Report on Form 10-K for the year ended December 31, 1999. BUSINESS The principal business of IBERIABANK Corporation (the "Company") is conducted through its wholly owned subsidiary, IBERIABANK (the "Bank"), headquartered in New Iberia, Louisiana. The Bank operates 40 full service offices in its market areas located in south central Louisiana, northeast Louisiana and the greater New Orleans area. The Bank provides a variety of financial services to individuals and businesses throughout its service area. Primary deposit products are checking, savings and certificate of deposit accounts and primary lending products are consumer, mortgage and commercial loans. The Bank also offers discount brokerage services through it's wholly owned subsidiary, Iberia Financial Services, LLC. The Bank is subject to examination and regulation by the Office of Financial Institutions of the State of Louisiana, which is the Bank's chartering authority and primary regulator. The Bank is also subject to regulation by the FDIC and to certain reserve requirements established by the Federal Reserve Board ("FRB"). As a Louisiana chartered commercial bank, deposits are insured by the Federal Deposit Insurance Corporation ("FDIC") to the maximum extent permitted by law. The Bank is a member of the Federal Home Loan Bank of Dallas ("FHLB"). PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of the Company, the Bank and the Bank's wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. 2. RECENT ACCOUNTING PRONOUNCEMENTS In June 2000, the FASB issued FAS Statement No. 138, Accounting for Certain Derivative Instruments and Certain Hedging Activities. The new statement addresses a limited number of issues causing implementation difficulties for a large number of entities getting ready to apply FAS Statement 133. There are no conflicts with or modifications to the basic model of Statement 133, and there is no delay in the effective date of Statement 133. FAS 138 is effective for fiscal quarters of all fiscal years beginning after June 15, 2000. Implementation of this standard is not expected to have a material impact on financial position or results of operations. 7 In September 2000, the FASB issued FAS Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. The statement replaces FASB Statement No. 125 of the same name. It revises the standards for accounting for securitizations and other transfers of financial assets and collateral and requires certain disclosures, but it carries over most of Statement 125's provisions without reconsideration. The statement is effective generally for transactions occurring after March 31, 2001. Disclosures are effective for years ending after December 15, 2000. Implementation of this standard is not expected to have a material impact on financial position or results of operations. 3. LOANS RECEIVABLE Loans receivable at September 30, 2000 and December 31, 1999 consisted of the following: September 30, December 31, ($000) 2000 1999 -------------------------------------------------------------- Residential mortgage loans: Residential 1-4 family $ 289,257 $ 266,161 Construction 7,816 6,381 --------- --------- Total residential mortgage loans 297,073 272,542 Commercial loans: Business 77,935 82,485 Real estate 195,092 157,248 --------- --------- Total commercial loans 273,027 239,733 Consumer loans: Home equity 105,990 91,531 Automobile 25,639 23,432 Indirect automobile 202,599 179,350 Credit card loans 8,525 6,436 Other 30,259 29,854 --------- --------- Total consumer loans 373,012 330,603 --------- --------- Total loans receivable 943,112 842,878 Allowance for loan losses (9,626) (8,749) --------- --------- Loans receivable, net $ 933,486 $ 834,129 ========= ========= 4. EARNINGS PER SHARE Basic earnings per share were based on 6,073,402 weighted average shares outstanding during the three month period ended September 30, 2000. Diluted earnings per share were based on 6,152,823 weighted average shares outstanding during the three month period ended September 30, 2000. For the three months ended September 30, 2000, the weighted average number of common shares outstanding excludes (a) the weighted average unreleased shares owned by the Employee Stock Ownership Plan ("ESOP") of 228,113; (b) the weighted average shares owned by the Management Recognition Plan and Trust of 194,721 and (c) the weighted average shares purchased in Treasury Stock of 884,434. For the nine months ended September 30, 2000, basic earnings per share were based on 6,080,113 weighted average shares outstanding and diluted earnings per share were based on 6,111,622 weighted average shares outstanding. For the nine months ended September 30, 2000, the weighted average number of common shares outstanding excludes (a) the weighted average unreleased shares owned by the ESOP of 242,727; (b) the weighted average shares owned by the Management Recognition Plan and Trust of 201,575 and (c) the weighted average shares purchased in Treasury Stock of 856,179. 8 5. SUBSEQUENT EVENTS A $4.5 million commercial real estate loan was placed on nonaccrual status during November of this year. The loan was underwritten in the second quarter of 1999. At the end of the third quarter 2000, the loan was current. Issues have arisen recently, which have caused bank management to reevaluate the status of the loan. After evaluation, IBERIABANK Corporation began foreclosure proceedings on the loan collateral. Current information available to IBERIABANK Corporation management indicates that issues relative to this loan are isolated and do not reflect a broad deterioration in the loan portfolio. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This Form 10-Q may contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Examples of forward-looking statements include, but are not limited to, estimates with respect to the financial condition, results of operations and business of the Company that are subject to various factors which would cause actual results to differ materially from the estimates. These factors include, but are not limited to, general economic conditions, changes in interest rates, deposit flows, loan demand, real estate values, and competition; changes in accounting principles, policies, or guidelines; changes in legislation or regulation; and other economic, competitive, governmental, regulatory, and technological factors affecting the Company's operations, pricing, products and services. CHANGES IN FINANCIAL CONDITION ------------------------------ At September 30, 2000, the consolidated assets of the Company totaled $1.40 billion, an increase of $37.3 million, or 2.7%, from December 31, 1999. Loans, net of unearned income, less allowance for loan losses, increased by $99.4 million, or 11.9%, to $933.5 million at September 30, 2000 compared to $834.1 million at December 31, 1999. Such increase was primarily the result of a $42.4 million, or 12.8%, increase in consumer loans, reflecting growth of $23.2 million in indirect automobile loans, $14.5 million in home equity loans, and an increase in remaining consumer loans of $4.7 million. Other loan increases consisted of growth in commercial loans of $33.3 million, or 13.9%, and mortgage loans of $24.5 million, or 9.0%. The Company's loan to deposit ratio at September 30, 2000 was 82.5% compared to 75.8% at December 31, 1999. Loans held for sale decreased $3.2 million, or 67.1%, to $1.6 million compared to $4.8 million at December 31, 1999. This group of loans has normally been fixed rate single-family residential mortgages held for sale in the secondary market. The decrease was largely attributable to reduced demand by consumers for fixed rate loans in the rising rate environment at the beginning of the year. As rates have stabilized, so has consumer demand. In most cases loans in this category are sold within thirty days. Interest-bearing deposits at other institutions decreased $3.8 million, or 46.2%, to $4.5 million at September 30, 2000, compared to $8.3 million at December 31, 1999. The Company's investment securities available for sale decreased $30.9 million, or 10.3%, to $268.5 million at September 30, 2000, compared to $299.4 million at December 31, 1999. Such decrease was primarily the result of prepayments and maturities totaling $31.4 million, which was partially offset by an additional increase of $494,000 in the market value of such securities. During the third quarter of 2000, the Company completed the restructuring of a significant portion of its long-term investment portfolio. Approximately $45.5 million of fixed rate debt securities were sold at a pre-tax loss of $1.8 million. The proceeds of the sale, or approximately $43.7 million, were reinvested in higher yielding, more liquid, fixed-rate debt securities with an average maturity comparable to those securities that were sold. The Company's investment securities held to maturity decreased $6.6 million, or 7.7%, to $78.9 million at September 30, 2000, compared to $85.5 million at December 31, 1999. This decrease was the result of prepayments and maturities. 9 Deposits increased $31.3 million, or 2.8%, to $1.13 billion at September 30, 2000, compared to $1.10 billion at December 31, 1999. The increase in deposits was primarily the result of a $40.2 million increase in savings account balances as a result of promotional pricing and a $1.4 million increase in time deposits. This was partially offset by a $13.0 million decrease in interest-bearing checking accounts cyclically down from year-end balances. Federal Home Loan Bank short-term borrowings decreased $9.0 million, or 10.8%, to $74.0 million at September 30, 2000, compared to $83.0 million at December 31, 1999. The net decrease in advances was in short term advances with a duration of one month or less. The decrease in advances was primarily the result of deposit growth and investment security reductions, offset by funding requirements for loan growth. Long-term debt increased $1.3 million, or 2.4%, to $53.3 million at September 30, 2000, compared to $52.1 million at December 31, 1999. The increase in long-term debt was due to duration match funding on larger commercial loans, offset by prepayments and maturities of long-term debt. Total shareholders' equity increased $7.0 million, or 6.0%, to $124.2 million at September 30, 2000, compared to $117.2 million at December 31, 1999. The increase was the result of the Company's net income of $9.5 million, $655,000 of common stock released by the ESOP, $456,000 of common stock earned by participants in the Recognition and Retention Plan, $49,000 of compensation expense recognized on stock option plans and $321,000 of accumulated other comprehensive income, after taxes. All of the above were partially offset by treasury stock acquisitions of $879,000 and cash dividends of $3.1 million declared on common stock. RESULTS OF OPERATIONS --------------------- The Company reported net income of $3.4 million for the three months ended September 30, 2000, compared to $2.8 million earned during the three months ended September 30, 1999, or an increase of 22.9%. The Company's net interest income increased $1.2 million and noninterest income decreased $378,000 for the same period. The provision for loan losses increased by $523,000, noninterest expense decreased $581,000 and income tax expense increased $285,000 during the three months ended September 30, 2000 compared to the third quarter of 1999. For the nine months ended September 30, 2000, the Company earned $9.5 million compared to $8.5 million for the same period of 1999, or an increase of 12.1%. The Company's net interest income increased $1.4 million and noninterest income decreased $307,000 during the nine months ended September 30, 2000 compared to the first nine months of 1999. The provision for loan losses increased by $973,000, noninterest expense decreased $1.3 million and income tax expense increased $346,000 when comparing the first nine months of 2000 to the same period of 1999. NET INTEREST INCOME Net interest income increased $1.2 million, or 10.5%, to $13.1 million for the three months ended September 30, 2000, compared to $11.9 million for the three months ended September 30, 1999. The increase was due to a $3.5 million, or 14.9% increase in interest income, which was offset by a $2.2 million, or 19.5% increase in interest expense. The increase in interest income was the result of a $79.6 million, or 6.4%, increase in the average balance of earning assets, together with a 61 basis point increase in the yield earned on earning assets. The increase in interest expense was the result of a $37.8 million, or 3.4%, increase in the average balance of interest-bearing liabilities, together with a 60 basis point increase in the cost thereof. The Company's interest rate spread and net interest margin amounted to 3.42% and 3.97%, respectively, during the three months ended September 30, 2000, compared to 3.40% and 3.84%, respectively, for the comparable period in 1999. For the nine months ended September 30, 2000, net interest income increased $1.4 million, or 3.7%, to $38.5 million, compared to $37.1 million for the first nine months of 1999. The increase was due to a $6.7 million, or 9.5% increase in interest income, which was offset by a $5.3 million, or 15.8% increase in interest 10 expense. The increase in interest income was the result of a $48.4 million, or 3.9%, increase in the average balance of earning assets, together with a 43 basis point increase in the yield earned on earning assets. The increase in interest expense was the result of a $20.3 million, or 1.8%, increase in the average balance of interest-bearing liabilities, together with a 55 basis point increase in the cost thereof. The Company's interest rate spread and net interest margin amounted to 3.40% and 3.95%, respectively, during the nine months ended September 30, 2000, compared to 3.53% and 3.96%, respectively, for the comparable period in 1999. Table 1 presents average balance sheets, net interest income and interest rates for the quarterly and nine-month periods ended September 30, 2000 and 1999. INTEREST INCOME The Company's total interest income was $26.8 million for the three months ended September 30, 2000, compared to $23.4 million for the three months ended September 30, 1999. The reason for the $3.5 million, or 14.9%, increase in interest income was a $4.0 million, or 23.8%, increase in interest income from loans and a $75,000, or 937.5%, increase in interest on deposits held at other institutions, which was partially offset by a $603,000, or 9.3%, decrease in interest and dividends on investment securities. The increase in interest income from loans was the result of a $131.4 million, or 16.2%, increase in the average balance of loans, together with a 48 basis point increase in the yield earned thereon. The decrease in interest income from investment securities was the result of a $55.8 million, or 13.1%, decrease in the average balance of investment securities, which was partially offset by a 27 basis point increase in the yield earned thereon. The increase in interest from deposits at other institutions was the result of a $4.0 million, or 322.4%, increase in the average balance of deposits at other institutions, together with a 371 basis point increase in the yield earned thereon. For the nine months ended September 30, 2000, total interest income was $77.3 million, compared to $70.6 million for the same period in 1999. The reason for the $6.7 million, or 9.5%, increase in interest income was a $8.4 million, or 16.7%, increase in interest income from loans, which was partially offset by a $956,000, or 5.0%, decrease in interest and dividends on investment securities and a $772,000, or 78.3%, decrease in interest on deposits held at other institutions. The increase in interest income from loans was the result of a $107.6 million, or 13.5%, increase in the average balance of loans, together with a 23 basis point increase in the yield on loans. The decrease in interest income from investment securities was the result of a $33.6 million, or 8.0%, decrease in the average balance of investment securities, which was partially offset by a 21 basis point increase in the yield on investment securities. The decrease in interest from deposits at other institutions was the result of a $25.6 million, or 83.5%, decrease in the average balance of deposits at other institutions, which was partially offset by a 137 basis point increase in the yield on deposits at other institutions. INTEREST EXPENSE The Company's total interest expense was $13.7 million during the three months ended September 30, 2000, compared to $11.5 million for the three months ended September 30, 1999. The reasons for the $2.2 million, or 19.5%, increase in total interest expense were a $934,000, or 64.5%, increase in interest expense on borrowings due to a $45.4 million, or 48.9%, increase in the average balance of borrowings, together with a 58 basis point increase in the cost of such borrowings and a $1.3 million, or 13.0%, increase in interest expense on deposits due to a 51 basis point increase in the cost of such deposits, which was partially offset by a $7.6 million, or 0.7%, decrease in the average balance of interest-bearing deposits. For the nine months ended September 30, 2000, the Company's total interest expense was $38.9 million, compared to $33.6 million for the same period in 1999. The reasons for the $5.3 million, or 15.8%, increase in total interest expense were a $3.0 million, or 95.3%, increase in interest expense on borrowings due to a $55.1 million, or 81.8%, increase in the average balance of borrowings, together with a 45 basis point increase in the cost of such borrowings and a $2.4 million, or 7.7%, increase in interest expense on deposits due to a 45 basis point increase in the cost of such deposits, which was partially offset by $34.8 million, or 3.3%, decrease in the average balance of interest-bearing deposits. 11 AVERAGE BALANCES, NET INTEREST INCOME AND INTEREST YIELDS / RATES The following table sets forth, for the periods indicated, information regarding (i) the total dollar amount of interest income of the Company from earning assets and the resultant average yields; (ii) the total dollar amount of interest expense on interest-bearing liabilities and the resultant average rate; (iii) net interest income; (iv) net interest spread; and (v) net interest margin. Information is based on average daily balances during the indicated periods. Three Months Ended September 30, ----------------------------------------------------------------- 2000 1999 ------------------------------- ----------------------------- Average Average Average Yield/ Average Yield/ (Dollars in thousands) Balance Interest Rate(1) Balance Interest Rate(1) - ---------------------------------------------------------------------- ---------------------------- Interest-earning assets: Loans receivable: Mortgage loans $298,632 $5,871 7.86 % $281,714 $5,160 7.33 % Commercial loans 273,109 6,640 9.51 225,189 5,120 8.99 Consumer and other loans 369,965 8,348 8.98 303,440 6,570 8.68 ---------- ------ ---------- ------ Total Loans 941,706 20,859 8.78 810,343 16,850 8.30 ---------- ------ ---------- ------ Investment securities 368,720 5,898 6.40 424,522 6,501 6.13 Other earning assets 5,242 83 6.30 1,241 8 2.59 ---------- ------ ---------- ------ Total earning assets 1,315,668 26,840 8.16 1,236,106 23,359 7.55 ------ ------ Nonearning assets 85,920 113,431 ---------- ---------- Total assets $1,401,588 $1,349,537 ========== ========== Interest-bearing liabilities: Deposits: Demand deposits $245,764 1,442 2.33 $273,547 1,603 2.35 Savings deposits 178,682 1,581 3.52 132,358 687 2.08 Certificates of deposits 582,350 8,291 5.66 608,480 7,721 5.09 ---------- ------ ---------- ------ Total deposits 1,006,796 11,314 4.47 1,014,385 10,011 3.96 Borrowings 138,311 2,381 6.74 92,877 1,447 6.16 ---------- ------ ---------- ------ Total interest-bearing liabilities 1,145,107 13,695 4.74 1,107,262 11,458 4.14 ------ ------ Noninterest - bearing demand deposits 121,898 112,081 Noninterest - bearing liabilities 11,594 10,831 ---------- ---------- Total liabilities 1,278,599 1,230,174 Shareholders' Equity 122,989 119,363 ---------- ---------- Total liabilities and shareholders' equity $1,401,588 $1,349,537 ========== ========== Net earning assets $170,561 $128,844 ========== ========== Net interest spread $13,145 3.42 % $11,901 3.40 % ======== ===== ======= ===== Net interest margin 3.97 % 3.84 % ===== ===== Ratio of average earning assets to average interest-bearing liabilities 114.89% 111.64% ======= ======= - ---------------------------------- (1) Annualized. 12 [TABLE CONTINUED FROM ABOVE] Nine Months Ended September 30, -------------------------------------------------------------- 2000 1999 --------------------------- ------------------------------ Average Average Average Yield/ Average Yield/ (Dollars in thousands) Balance Interest Rate(1) Balance Interest Rate(1) - ------------------------------------ --------------------------- ------------------------------ Interest-earning assets: Loans receivable: Mortgage loans $287,828 $16,944 7.85 % $297,475 $17,678 7.92 % Commercial loans 258,224 18,448 9.39 216,536 14,393 8.73 Consumer and other loans 356,352 23,433 8.78 280,768 18,331 8.70 ---------- ------- ---------- ------- Total Loans 902,404 58,825 8.66 794,779 50,402 8.43 ---------- ------- ---------- ------- Investment securities 383,902 18,299 6.36 417,507 19,255 6.15 Other earning assets 5,050 214 5.66 30,626 986 4.29 ---------- ------- ---------- ------- Total earning assets 1,291,356 77,338 7.99 1,242,912 70,643 7.56 ------- ------- Nonearning assets 88,355 114,454 ---------- ---------- Total assets $1,379,711 $1,357,366 ========== ========== Interest-bearing liabilities: Deposits: Demand deposits $249,347 4,324 2.31 $284,633 4,763 2.23 Savings deposits 181,882 4,886 3.59 129,740 1,847 1.90 Certificates of deposits 575,958 23,585 5.47 627,617 23,833 5.06 ---------- ------- ---------- ------- Total deposits 1,007,187 32,795 4.35 1,041,990 30,443 3.90 Borrowings 122,488 6,067 6.51 67,379 3,107 6.06 ---------- ------- ---------- ------- Total interest-bearing liabilities 1,129,675 38,862 4.58 1,109,369 33,550 4.03 ------ ------ Noninterest - bearing demand deposits 120,149 114,213 Noninterest - bearing liabilities 11,001 11,902 ---------- ---------- Total liabilities 1,260,825 1,235,484 Shareholders' Equity 118,886 121,882 ---------- ---------- Total liabilities and shareholders' equity $1,379,711 $1,357,366 ========== ========== Net earning assets $161,681 $133,543 ========== ========== Net interest spread $38,476 3.40 % $37,093 3.53 % ======= ==== ======= ==== Net interest margin 3.95 % 3.96 % ==== ==== Ratio of average earning assets to average interest-bearing liabilities 114.31% 112.04% ======= ======= - ---------------------------------- (1) Annualized. 13 PROVISION FOR LOAN LOSSES The provision for loan losses was $811,000 for the three months ended September 30, 2000 as compared to $288,000 for the same period in 1999. For the nine months ended September 30, 2000 the provision for loan losses was $1.9 million as compared to $923,000 for the first nine months of 1999. The increased provision reflects growth in loans of $112.7 million, or 13.5%, over the last twelve months. Nonperforming assets, consisting of nonaccruing loans, accruing loans more than 90 days past due and foreclosed property, amounted to $3.6 million, or 0.26% of total assets at September 30, 2000, compared to $3.3 million, or 0.24% of total assets at December 31, 1999. As of September 30, 2000, the ratio of the Company's allowance for loan losses to nonperforming loans was 278.3%, compared to 279.3% at December 31, 1999. NONINTEREST INCOME Noninterest income decreased $378,000, or 10.5%, to $3.2 million for the three months ended September 30, 2000, compared to $3.6 million for the three months ended September 30, 1999. The decrease was due primarily to a $1.8 million loss on the sale of investment securities as a result of the restructuring of a significant portion of the long-term investment portfolio, a $476,000, or 83.1%, decrease in gains on the sale of mortgage loans in the secondary market, and a $38,000, or 5.7%, decrease in other income, all of which were partially offset by a $5,000, or 0.2%, increase in service charges on deposit accounts and a $46,000, or 16.3%, increase in ATM fee income. Also included in noninterest income for the three months ended September 30, 2000 is a $1.8 million increase in gain on sale of fixed assets as a result of the sale of an office building in Lafayette, Louisiana. The proceeds from the sale of the property were approximately $3.0 million dollars, which resulted in a pre-tax gain of $2.0 million. IBERIABANK will continue to operate a full service branch at this location. The sale of the property will not impact customers of IBERIABANK. For the nine months ended September 30, 2000, noninterest income decreased $307,000, or 3.1%, to $9.5 million, compared to $9.8 million for the first nine months of 1999. Such decrease was due primarily to a $1.8 million loss on the sale of investment securities as a result of the restructuring of a significant portion of the long-term investment portfolio and a $901,000, or 85.3%, decrease in gains on the sale of mortgage loans in the secondary market, all of which were partially offset by a $235,000, or 4.1%, increase in service charges on deposits accounts, a $179,000, or 22.9%, increase in ATM fee income and a $92,000, or 4.4%, increase in other income. Included in noninterest income for the nine months ended September 30, 2000 is the gain on sale of property referenced above. The increase in other income is attributable to increases in commission income and other sources of income. NONINTEREST EXPENSE Noninterest expense decreased $581,000, or 5.4%, for the three months ended September 30, 2000, to $10.1 million, compared to $10.7 million for the three months ended September 30, 1999. Such decrease was due in part to a $64,000 decrease in the ESOP retirement contribution expense caused by the decrease in the average fair market value of Company stock. Reclassification of deposits according to use for reserve purposes later in 1999 resulted in quarterly savings of FDIC insurance of $51,000. Additional decreases of $472,000 in salaries and employee benefits, $27,000 in employee development, $46,000 in printing, stationery and supplies, $40,000 in occupancy and equipment, $88,000 in marketing and business development, and $42,000 in miscellaneous other expenses reflects Management's emphasis on controlling discretionary expenses. These decreases were offset in part by increases of $24,000 in the cost associated with other real estate owned, net of gains on sale of property, $51,000 in professional fees, $140,000 in the cost of computer related expenses and $34,000 in the share tax assessment. 14 For the nine months ended September 30, 2000, noninterest expense decreased $1.3 million, or 3.9%, to $30.9 million compared to $32.2 million for the same period in 1999. This decrease was due in part to a $333,000 reduction in the ESOP retirement contribution expense caused by the decrease in the average fair market value of Company stock for the nine-month period as compared to the same period last year. Reclassification of deposits according to use for reserve purposes later in 1999 resulted in savings of FDIC insurance of $183,000. Additional decreases of $911,000 in salaries and employee benefits, $129,000 in employee development, $109,000 in printing, stationery and supplies, $8,000 in marketing and business development and $379,000 in miscellaneous other expenses reflects Management's emphasis on controlling discretionary expenses. These decreases were offset in part by increases of $9,000 in the cost associated with other real estate owned, net of gains on sale of property, $23,000 in occupancy and equipment, $256,000 in professional fees, $317,000 in the cost of computer related expenses and $177,000 in the share tax assessment. INCOME TAX EXPENSE Income tax expense increased $285,000, or 16.3%, for the three months ended September 30, 2000 to $2.0 million, compared to $1.8 million for the three months ended September 30, 1999. The increase in income tax expense was due primarily to the increase in income before income taxes. For the nine months ended September 30, 2000, income tax expense increased $346,000, or 6.5%, to $5.6 million, compared to $5.3 million for the same period in 1999. The increase in income tax expense was due primarily to the increase in income before income taxes. The effective tax rate for the quarters ended September 30, 2000 and 1999 was 37.3% and 38.6%, respectively. The effective tax rate for the nine month periods as of the same dates was 37.3 % and 38.5%, respectively. 15 LIQUIDITY AND CAPITAL RESOURCES ------------------------------- The Company's liquidity, represented by cash and cash equivalents, is a product of its operating, investing and financing activities. The Company's primary sources of funds are deposits, amortization, prepayments and maturities of outstanding loans, investment securities and other short-term investments and funds provided from operations. While scheduled payments from the amortization of loans, maturing investment securities, and short-term investments are relatively predictable sources of funds, deposit flows and loan and investment security prepayments are greatly influenced by general interest rates, economic conditions and competition. In addition, the Company obtains additional funds through borrowings, which provide liquidity to meet lending requirements. The Bank has been able to generate sufficient cash through its deposits as well as borrowings. At September 30, 2000, the Company had $127.3 million in outstanding advances from the FHLB of Dallas and $5.5 million in outstanding debt from Union Planters Bank, N.A. Liquidity management is both a daily and long-term function of business management. Excess liquidity is generally invested in short-term investments such as over night deposits. On a longer-term basis, the Company maintains a strategy of investing in various lending products. The Company uses its sources of funds primarily to meet its ongoing commitments and fund loan commitments. At September 30, 2000, the total approved loan commitments outstanding amounted to $31.1 million. At the same time, commitments under unused lines of credit, including credit card lines, amounted to $144.6 million. Certificates of deposit scheduled to mature in twelve months or less at September 30, 2000 totaled $355.8 million. Based on past experience management believes that a significant portion of maturing deposits will remain with the Company. The Company anticipates it will continue to have sufficient funds to meet its liquidity requirements. At September 30, 2000, the Company and its subsidiary had regulatory capital which was in excess of regulatory requirements. The current requirements and the Company's actual levels as of September 30, 2000 are detailed below (dollars in thousands): Required Capital Actual Capital -------------------- ------------------ Amount Percent Amount Percent ------ ------- ------ ------- Tier 1 Leverage $54,479 4.00% $91,350 6.71% Tier 1 Risk-Based $36,496 4.00% $91,350 10.01% Total Risk-Based $72,992 8.00% $100,976 11.07% 16 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Quantitative and qualitative disclosures about market risk are presented at December 31, 1999 in Item 7A of the Company's Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 31, 2000. Management believes there have been no material changes in the Company's market risk since December 31, 1999. 17 PART II - OTHER INFORMATION Item 1. Legal Proceedings ----------------- Not Applicable Item 2. Changes in Securities and Use of Proceeds ----------------------------------------- Not Applicable Item 3. Defaults Upon Senior Securities ------------------------------- Not Applicable Item 4. Submission of Matters to a Vote of Security Holders --------------------------------------------------- Not Applicable Item 5. Other Information ----------------- Not Applicable Item 6. Exhibits and Reports on Form 8-K --------------------------------- Exhibit 27 - Financial Data Schedule (SEC Use Only) 18 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. IBERIABANK CORPORATION Date: November 13, 2000 By: /s/ Daryl G. Byrd ------------------- ------------------------------- Daryl G. Byrd President Date: November 13, 2000 By: /s/ Marilyn W. Burch ------------------- ------------------------------- Marilyn W. Burch Senior Vice President and Controller 19