HOUSTON, Oct. 23, 2013 /PRNewswire/ -- Prosperity
Bancshares, Inc.® (NYSE: PB), the parent company of
Prosperity Bank®, reported net income for the quarter
ended September 30, 2013, of
$55.278 million or $0.91 per diluted common share, an increase in
net income of $9.102 million or
19.7%, compared with $46.176 million,
and an increase in diluted earnings per share of 11.0%, compared
with $0.82 per diluted common share
for the same period in 2012.
"I am once again pleased to announce record earnings of
$55.278 million for the third quarter
of 2013, as well as record earnings per diluted share of
$0.91, representing an 11.0% increase
over the same period last year. During the last year, our
bank has experienced significant growth, with total assets
increasing $2.342 billion, or 17.1%,
compared with the same quarter last year," said David Zalman, Prosperity's Chairman and Chief
Executive Officer.
"During the past quarter, we announced the signing of definitive
merger agreements with FVNB Corp. and its wholly-owned subsidiary
First Victoria National Bank headquartered in Victoria, Texas and with F&M
Bancorporation Inc. and its wholly- owned subsidiary The F&M
Bank & Trust Company headquartered in Tulsa, Oklahoma," continued Zalman.
Combined, these banks have approximately $4.943 billion in total assets as of September 30, 2013.
"We are proud to announce that we increased our annual dividend
again this year 11.6% to $0.96
annually. We have increased our dividend every year since
1999. We are also pleased with our organic loan growth of
2.5% (10.0% annualized) on a linked quarter basis. We
continue to see that customers are investing more in their
businesses by taking out more loans and using their deposits on
hand to grow their business," added Zalman.
"I would like to congratulate our team of associates and board
members on another successful quarter and thank them for their
ongoing hard work, insight and dedication. We would also like
to express appreciation to our customers for their continued
loyalty to the bank," concluded Zalman.
Prosperity's management uses certain non−GAAP (generally
accepted accounting principles) financial measures to evaluate its
performance. Specifically, Prosperity reviews tangible book value
per share, return on average tangible common equity and the
tangible equity to tangible assets ratio. In addition, due to
the application of purchase accounting, Prosperity uses certain
non-GAAP measures and ratios that exclude the impact of these items
to evaluate its allowance for credit losses to total loans
(excluding acquired loans accounted for under ASC Topics 310-20 and
310-30). Prosperity has included in this Earnings Release
information relating to these non-GAAP financial measures for the
applicable periods presented. Please refer to the "Notes to
Selected Financial Data" at the end of this Earnings Release for a
reconciliation of these non-GAAP financial measures.
Results of operations for the three months ended September 30, 2013
For the three months ended September 30,
2013, net income was $55.278
million compared with $46.176
million for the same period in 2012. Net income per
diluted common share was $0.91 for
the three months ended September 30,
2013 compared with $0.82 for
the same period in 2012. Annualized returns on average assets,
average common equity and average tangible common equity for the
three months ended September 30, 2013
were 1.37%, 9.31% and 22.14%, respectively. Prosperity's
efficiency ratio (excluding credit loss provisions, net gains and
losses on the sale of assets and securities and taxes) was 41.59%
for the three months ended September 30,
2013.
Net interest income before provision for credit losses for the
quarter ended September 30, 2013,
increased 18.4% to $126.533 million
compared with $106.893 million during
the same period in 2012. The increase was primarily due to a
15.3% increase in average interest-earning assets for the same
period. Linked quarter net interest income before provision
for credit losses increased 6.6% or $7.791
million to $126.533 million
compared with $118.742 million during
the three months ended June 30,
2013. The net interest margin on a tax equivalent basis
increased to 3.59% for the three months ended September 30, 2013, compared with 3.52% for the
same period in 2012 and 3.43% for the three months ended
June 30, 2013.
Noninterest income decreased $2.274
million or 9.5% to $21.554
million for the three months ended September 30, 2013, compared with $23.828 million for the same period in
2012. The decrease was primarily due to a decrease in debit
card income as a result of a Durbin Amendment that became effective
on July 1, 2013. This Federal
Reserve rule is applicable to financial institutions that have
assets of $10 billion or more and
imposes limits on the amount of interchange, or swipe, fees that
can be collected. On a linked quarter basis, noninterest
income decreased 14.7% or $3.720
million.
Noninterest expense increased $1.295
million or 2.1% to $61.537
million for the three months ended September 30, 2013, compared with $60.242 million for the same period in
2012. The increase is primarily due to additional noninterest
expenses associated with the acquisition of Coppermark Bancshares,
Inc. ("Coppermark Bank") on April 1,
2013. On a linked quarter basis, noninterest expense
increased 0.4% or $237 thousand due
to one-time pre-tax merger expenses of $308
thousand primarily related to the Coppermark Bank and First
Victoria National Bank ("FVNB") acquisitions.
Average loans increased 19.4% or $1.004
billion to $6.173 billion for
the quarter ended September 30, 2013,
compared with $5.169 billion for the
same period in 2012. On a linked quarter basis, average loans
increased 1.0% (4.0% annualized) or $58.796
million from $6.115 billion at
June 30, 2013. Average deposits
increased 14.6% to $12.432 billion
for the quarter ended September 30,
2013, compared with $10.846
billion for the same period of 2012.
Loans at September 30, 2013 were
$6.183 billion, an increase of
$1.103 billion or 21.7%, compared
with $5.079 billion at September 30, 2012. On a linked quarter
basis, loans increased $10.106
million or 0.2% (0.7% annualized) from $6.172 billion at June
30, 2013. Deposits at September
30, 2013 were $12.456 billion,
an increase of $1.501 billion or
13.7% compared with $10.955 billion
at September 30, 2012.
Results of operations for the nine months ended September 30, 2013
For the nine months ended September 30,
2013, net income was $158.427
million compared with $119.635
million for the same period in 2012. Net income per
diluted common share was $2.67 for
the nine months ended September 30,
2013 compared with $2.37 for
the same period in 2012. Returns on average assets, average
common equity and average tangible common equity, each on an
annualized basis, for the nine months ended September 30, 2013 were 1.35%, 9.29%, and 22.21%,
respectively. Prosperity's efficiency ratio (excluding credit
loss provisions, net gains and losses on the sale of assets and
securities and taxes) was 42.16% for the nine months ended
September 30, 2013.
Net interest income before provision for credit losses for the
nine months ended September 30, 2013
increased $80.952 million or 29.7% to
$353.357 million compared with
$272.405 million during the same
period in 2012. The increase was attributable primarily to a
33.3% increase in average earning assets over the same
period.
Noninterest income increased $18.840
million or 36.6% to $70.269
million for the nine months ended September 30, 2013 compared with $51.429 million for the same period in
2012. The increase was primarily due to increased NSF fees
and service charges and the additional products and services
acquired through the acquisition of American State Bank ("ASB") on
July 1, 2012. The increase in
fees and service charges was mainly the result of the additional
accounts acquired in the acquisitions consummated in 2012 and
2013.
Noninterest expense increased $37.115
million or 26.2% to $178.604
million for the nine months ended September 30, 2013 compared with $141.489 million for the same period in
2012. This increase was primarily attributable to the
increase in salaries and benefits as a result of the completion of
four acquisitions over the past year. Additionally, total
noninterest expense for the nine months ended September 30, 2013 included one-time pre-tax
merger expenses of $1.170
million.
Average loans increased 36.0% or $1.550
billion to $5.854 billion for
the nine months ended September 30,
2013, compared with $4.304
billion for the same period in 2012. Average deposits
increased 33.0% to $12.294 billion
for the nine months ended September 30,
2013, compared with $9.242
billion for the same period in 2012.
The table below provides detail on loans acquired and deposits
assumed in the ASB, Community National Bank ("Community National"),
East Texas Financial Services and Coppermark Bank transactions
completed on July 1, 2012,
October 1, 2012, January 1, 2013 and April
1, 2013, respectively:
Balance Sheet Data
(at period end)
|
(In
thousands)
|
|
Sep 30,
2013
|
|
Jun 30,
2013
|
|
Mar 31,
2013
|
|
Dec 31,
2012
|
|
Sep 30,
2012
|
|
(Unaudited)
|
|
(Unaudited)
|
|
(Unaudited)
|
|
(Unaudited)
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
Loans acquired
(including new production since respective acquisition
dates):
|
|
|
|
|
|
|
|
|
|
ASB
|
$
961,746
|
|
$
967,732
|
|
$
974,223
|
|
$
1,068,077
|
|
$
1,131,005
|
Community
National
|
62,673
|
|
61,722
|
|
61,966
|
|
63,940
|
|
-
|
East
Texas Financial Services
|
104,403
|
|
111,626
|
|
117,863
|
|
-
|
|
-
|
Coppermark Bank
|
688,656
|
|
772,965
|
|
-
|
|
-
|
|
-
|
All other
|
4,365,111
|
|
4,258,438
|
|
4,108,972
|
|
4,047,923
|
|
3,948,098
|
Total
loans
|
$
6,182,589
|
|
$
6,172,483
|
|
$
5,263,024
|
|
$
5,179,940
|
|
$
5,079,103
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits assumed
(including new deposits since respective acquisition
dates):
|
|
|
|
|
|
|
|
|
|
ASB
|
$
2,370,287
|
|
$
2,367,198
|
|
$
2,461,485
|
|
$
2,510,855
|
|
$
2,518,178
|
Community National
|
154,378
|
|
156,210
|
|
156,274
|
|
160,404
|
|
-
|
East
Texas Financial Services
|
90,649
|
|
88,289
|
|
98,359
|
|
-
|
|
-
|
Coppermark Bank
|
1,073,567
|
|
1,087,137
|
|
-
|
|
-
|
|
-
|
All other
|
8,766,918
|
|
8,809,816
|
|
8,997,349
|
|
8,970,585
|
|
8,436,419
|
Total
deposits
|
$
12,455,799
|
|
$
12,508,650
|
|
$
11,713,467
|
|
$
11,641,844
|
|
$
10,954,597
|
As reflected in the table above, loan and deposit growth was
impacted by the acquisitions of ASB, Community National, East Texas
Financial Services and Coppermark Bank. Excluding loans
acquired in these acquisitions and new production at the acquired
banking centers since the respective acquisition dates, loans at
September 30, 2013 grew 10.6%
compared with September 30, 2012 and
2.5% (10.0% annualized) on a linked quarter basis. Excluding
deposits assumed in these acquisitions and new deposits generated
at the acquired banking centers since the respective acquisition
dates, deposits at September 30, 2013
grew 3.9% compared with September 30,
2012 and decreased 0.5% on a linked quarter basis.
At September 30, 2013, Prosperity
had $16.054 billion in total assets,
$6.183 billion in loans and
$12.456 billion in deposits. Assets,
loans and deposits at September 30,
2013 increased by 17.1%, 21.7% and 13.7%, respectively,
compared with their respective levels at September 30, 2012.
Asset Quality
Nonperforming assets totaled $12.687
million or 0.09% of quarterly average earning assets at
September 30, 2013, compared with
$14.051 million or 0.11% of quarterly
average earning assets at September 30,
2012, and $14.864 million or
0.11% of quarterly average earning assets at June 30, 2013. The allowance for credit
losses was 0.97% of total loans at September
30, 2013, 1.00% of total loans at September 30, 2012 and 0.91% of total loans at
June 30, 2013. Excluding loans
acquired that are accounted for under ASC Topics 310-20 and 310-30,
the allowance for credit losses was 1.20% and 1.18% of remaining
loans as of September 30, 2013 and
June 30, 2013, respectively.
Refer to the "Notes to Selected Financial Data" at the end of this
Earnings Release for a reconciliation of this non-GAAP financial
measure.
The provision for credit losses was $4.025 million for the three months ended
September 30, 2013 compared with
$2.550 million for the three months
ended June 30, 2013 and $1.800 million for the three months ended
September 30, 2012. Net charge
offs were $288 thousand for the three
months ended September 30, 2013
compared with $1.423 million for the
three months ended June 30, 2013 and
$1.255 million for the three months
ended September 30, 2012.
Conference Call
Prosperity's management team will host a conference call on
Wednesday, October 23, 2013 at
10:30 a.m. Eastern Daylight Time
(9:30 a.m. Central Daylight Time) to
discuss Prosperity's third quarter 2013 earnings. Individuals and
investment professionals may participate in the call by dialing
866-952-1906, the reference code is PBUS.
Alternatively, individuals may listen to the live webcast of the
presentation by visiting Prosperity's website at
http://www.prosperitybankusa.com. The webcast may be accessed
directly from Prosperity's home page by clicking the "About Us" tab
and then the "Presentations & Calls" link.
Dividend
Prosperity Bancshares, Inc. declared a fourth quarter cash
dividend of $0.240, an increase of
11.6% over the third quarter dividend of $0.215, to be paid on January 2, 2014 to all shareholders of record as
of December 16, 2013.
Pending Acquisition of F&M Bancorporation
On August 29, 2013, Prosperity
announced the signing of a definitive merger agreement with F&M
Bancorporation Inc. ("FMBC") and its wholly-owned subsidiary The
F&M Bank & Trust Company ("F&M Bank") headquartered in
Tulsa, Oklahoma. F&M
Bank operates 13 banking offices; 10 in Tulsa, Oklahoma and surrounding areas and 3 in
Dallas, Texas. As of
September 30, 2013, FMBC on a
consolidated basis, reported total assets of $2.470 billion, total loans of $1.882 billion and total deposits of $2.257 billion.
Under the terms of the definitive agreement, Prosperity will
issue approximately 3,298,246 shares of Prosperity common stock
plus $47.000 million in cash for all
outstanding shares of FMBC capital stock, subject to certain
conditions and potential adjustments. The transaction is
subject to customary closing conditions, including the receipt of
customary regulatory approvals and approval by FMBC's
shareholders.
Pending Acquisition of FVNB Corp.
On July 1, 2013, Prosperity
announced the signing of a definitive merger agreement with FVNB
Corp. and its wholly-owned subsidiary First Victoria National Bank
(collectively referred to as "FVNB") headquartered in Victoria, Texas. First Victoria National
Bank operates 34 banking offices; 4 in Victoria, Texas; 7 in the South Texas area including Corpus Christi; 6 in the Bryan/College Station area; 5 in the
Central Texas area including
New Braunfels; and 12 in the
Houston area including
The Woodlands and
Huntsville. As of September 30,
2013, FVNB, on a consolidated basis, reported total assets
of $2.473 billion, total loans of
$1.648 billion and total deposits of
$2.195 billion.
Under the terms of the definitive agreement, Prosperity will
issue approximately 5,570,818 shares of Prosperity common stock
plus $91.250 million in cash for all
outstanding shares of FVNB Corp. capital stock, subject to certain
conditions and potential adjustments. The transaction is
subject to customary closing conditions. Prosperity Bank has
received approval of the transaction from the FDIC and Texas
Department of Banking and FVNB Corp.'s shareholders have approved
the merger agreement and merger. Prosperity expects the
merger to be consummated in the fourth quarter of 2013.
Acquisition of Coppermark Bancshares, Inc.
On April 1, 2013, Prosperity
completed the previously announced acquisition of Coppermark
Bancshares, Inc. and its wholly-owned subsidiary, Coppermark Bank
("Coppermark") headquartered in Oklahoma
City, Oklahoma. Coppermark operated nine (9) full-service
banking offices; six (6) in Oklahoma
City, Oklahoma and surrounding areas and three (3) in the
Dallas, Texas area. As of
March 31, 2013, Coppermark reported,
on a consolidated basis, total assets of $1.2 billion, total loans of $847.6 million and total deposits of $1.1 billion.
Pursuant to the terms of the acquisition agreement, Prosperity
issued 3,258,718 shares of Prosperity common stock plus
$60.0 million in cash for all
outstanding shares of Coppermark Bancshares capital stock, which
resulted in a premium of $91.7
million.
Acquisition of East Texas Financial Services, Inc.
On January 1, 2013, Prosperity
completed the previously announced acquisition of East Texas
Financial Services, Inc. (OTC BB: FFBT) and its wholly-owned
subsidiary, First Federal Bank Texas ("Firstbank"). Firstbank
operated four (4) banking offices in the Tyler MSA, including three
locations in Tyler, Texas and one
location in Gilmer, Texas. As of
December 31, 2012, East Texas
Financial Services reported, on a consolidated basis, total assets
of $165.0 million, total loans of
$129.3 million and total deposits of
$112.3 million.
Pursuant to the terms of the acquisition agreement, Prosperity
issued 530,940 shares of Prosperity common stock for all
outstanding shares of East Texas Financial Services capital stock,
which resulted in a premium of $7.0
million.
Acquisition of Community National Bank
On October 1, 2012, Prosperity
completed the previously announced acquisition of Community
National Bank, Bellaire,
Texas. Community National operated one (1) banking office in
Bellaire, Texas, in the
Houston Metropolitan Area. As of
September 30, 2012, Community
National reported total assets of $183.0
million, total loans of $68.0
million and total deposits of $164.6
million.
Pursuant to the terms of the acquisition agreement, Prosperity
issued 372,282 shares of Prosperity common stock plus $11.4 million in cash for all outstanding shares
of Community National capital stock, which resulted in a premium of
$10.6 million.
Acquisition of American State Financial Corporation
On July 1, 2012, Prosperity
completed the previously announced acquisition of American State
Financial Corporation and its wholly-owned subsidiary American
State Bank. American State Bank operated thirty-seven (37)
full-service banking offices in eighteen (18) counties across
West Texas. As of June 30, 2012, ASB, on a consolidated basis,
reported total assets of $3.2
billion, total loans of $1.2
billion and total deposits of $2.5
billion.
Pursuant to the terms of the acquisition agreement, Prosperity
issued 8,524,835 shares of Prosperity common stock plus
$178.5 million in cash for all
outstanding shares of American State Financial Corporation capital
stock, which resulted in a premium of $240.4
million.
Prosperity Bancshares, Inc. ®
Prosperity Bancshares Inc. ® is a $16.054 billion Houston, Texas based regional financial
holding company, formed in 1983. Operating under a community
banking philosophy and seeking to develop broad customer
relationships based on service and convenience, Prosperity offers a
variety of traditional loan and deposit products to its customers,
which consist primarily of small and medium sized businesses and
consumers. In addition to established banking products, Prosperity
offers a complete line of services including: Internet Banking
services at http://www.prosperitybankusa.com, Retail Brokerage
Services, MasterMoney Debit Cards, 24 hour voice response banking,
Trust and Wealth Management; and Mobile Banking. Prosperity
currently operates 218 full-service banking locations; 57 in the
Houston area; 20 in the
South Texas area including
Corpus Christi and Victoria; 35 in the Dallas/Fort Worth area; 22 in the East Texas area; 34 in the Central Texas area including Austin and San
Antonio; 34 in the West
Texas area including Lubbock, Midland-Odessa and Abilene; 10 in the Bryan/College Station area and 6 in the
Central Oklahoma area.
Bryan/College
Station Area -
|
Midway
|
First
Colony
|
Goliad
|
|
Plano
|
Gessner
|
Kingsville
|
Bryan
|
Preston
Forest
|
Gladebrook
|
Mathis
|
Bryan-East
|
Preston
Road
|
Heights
|
Padre
Island
|
Bryan-North
|
Red Oak
|
Highway 6
West
|
Palacios
|
Caldwell
|
Sachse
|
Hillcroft
|
Port
Lavaca
|
College
Station
|
The Colony
|
Little
York
|
Portland
|
Greens
Prairie
|
Turtle
Creek
|
Medical
Center
|
Rockport
|
Madisonville
|
Westmoreland
|
Memorial
Drive
|
Sinton
|
Navasota
|
|
Northside
|
Victoria
|
Rock
Prairie
|
Fort Worth
-
|
Pasadena
|
Victoria-North
|
Wellborn
Road
|
Haltom
City
|
Pecan
Grove
|
|
|
Keller
|
River Oaks
|
West Texas Area
-
|
Central Texas Area
-
|
Roanoke
|
Royal Oaks
|
|
|
Stockyards
|
Sugar Land
|
Abilene
-
|
Austin
-
|
|
SW Medical Center
|
Antilley
Road
|
183
|
Other Dallas/Fort
Worth Locations -
|
Tanglewood
|
Barrow
Street
|
Allandale
|
Arlington
|
Uptown
|
Cypress
Street
|
Cedar Park
|
Azle
|
Waugh Drive
|
Judge Ely
|
Congress
|
Ennis
|
West
University
|
Mockingbird
|
Lakeway
|
Gainesville
|
Woodcreek
|
|
Liberty
Hill
|
Glen Rose
|
|
Lubbock
-
|
Northland
|
Granbury
|
|
4th
Street
|
Oak Hill
|
Mesquite
|
Other Houston Area
Locations -
|
66th
Street
|
Parmer
Lane
|
Muenster
|
Angleton
|
82nd
Street
|
Research
Blvd
|
Sanger
|
Bay City
|
86th
Street
|
Westlake
|
Waxahachie
|
Beaumont
|
98th
Street
|
|
Weatherford
|
Cinco
Ranch
|
Avenue Q
|
Other Central
Texas Locations -
|
|
Cleveland
|
North
University
|
Bastrop
|
East Texas Area
-
|
East
Bernard
|
Texas Tech Student
Union
|
Cuero
|
|
El Campo
|
|
Dime Box
|
Athens
|
Dayton
|
Midland
-
|
Dripping
Springs
|
Blooming
Grove
|
Galveston
|
Wadley
|
Elgin
|
Canton
|
Groves
|
Wall
Street
|
Flatonia
|
Carthage
|
Hempstead
|
|
Georgetown
|
Corsicana
|
Hitchcock
|
Odessa
-
|
Gonzales
|
Crockett
|
Katy
|
Grandview
|
Hallettsville
|
Eustace
|
Liberty
|
Grant
|
Kingsland
|
Gilmer
|
Magnolia
|
Kermit
Highway
|
La Grange
|
Grapeland
|
Mont
Belvieu
|
Parkway
|
Lexington
|
Gun Barrel
City
|
Nederland
|
|
New
Braunfels
|
Jacksonville
|
Needville
|
Other West Texas
Locations -
|
Pleasanton
|
Kerens
|
Shadow
Creek
|
Big Spring
|
Round Rock
|
Longview
|
Sweeny
|
Brownfield
|
San
Antonio
|
Mount
Vernon
|
Tomball
|
Brownwood
|
Schulenburg
|
Palestine
|
Waller
|
Cisco
|
Seguin
|
Rusk
|
West
Columbia
|
Comanche
|
Smithville
|
Seven
Points
|
Wharton
|
Early
|
Thorndale
|
Teague
|
Winnie
|
Floydada
|
Weimar
|
Tyler-Beckham
|
Wirt
|
Gorman
|
Yoakum
|
Tyler-South
Broadway
|
|
Levelland
|
Yorktown
|
Tyler-University
|
South Texas Area
-
|
Littlefield
|
|
Winnsboro
|
|
Merkel
|
Dallas/Fort Worth
Area -
|
|
Corpus Christi
-
|
Plainview
|
|
Houston Area
-
|
Airline
|
San Angelo
|
Dallas
-
|
|
Carmel
|
Slaton
|
Abrams
Centre
|
Houston
-
|
Northwest
|
Snyder
|
Balch
Springs
|
Aldine
|
Saratoga
|
|
Camp
Wisdom
|
Allen
Parkway
|
Water
Street
|
Oklahoma
|
Cedar Hill
|
Bellaire
|
|
23rd
Street
|
Dallas – Central
Expressway
|
Beltway
|
Other South Texas
Locations -
|
Edmond
|
Frisco
|
Clear Lake
|
Alice
|
Expressway
|
Frisco-West
|
Copperfield
|
Aransas
Pass
|
I-240
|
Independence
|
Cypress
|
Beeville
|
Memorial
|
Kiest
|
Downtown
|
Edna
|
Norman
|
McKinney
|
Eastex
|
|
|
McKinney-Stonebridge
|
Fairfield
|
|
|
In connection with the proposed merger of FVNB Corp. into
Prosperity Bancshares, Prosperity Bancshares has filed with the
Securities and Exchange Commission a registration statement on Form
S-4 to register the shares of Prosperity's common stock to be
issued to the shareholders of FVNB Corp. The registration
statement includes a proxy statement/prospectus which has been sent
to the shareholders of FVNB Corp. seeking their approval of the
proposed transaction.
WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION
STATEMENT ON FORM S-4, THE PROXY STATEMENT/PROSPECTUS INCLUDED
WITHIN THE REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION IN CONNECTION WITH THE PROPOSED TRANSACTION BECAUSE THEY
CONTAIN IMPORTANT INFORMATION ABOUT PROSPERITY, FVNB CORP. AND THE
PROPOSED TRANSACTION.
In connection with the proposed merger of F&M Bancorporation
Inc. into Prosperity Bancshares, Prosperity Bancshares will file
with the Securities and Exchange Commission a registration
statement on Form S-4 to register the shares of Prosperity's common
stock to be issued to the shareholders of F&M
Bancorporation. The registration statement will include a
proxy statement/prospectus which will be sent to the shareholders
of F&M Bancorporation seeking their approval of the proposed
transaction.
WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION
STATEMENT ON FORM S-4, THE PROXY STATEMENT/PROSPECTUS INCLUDED
WITHIN THE REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER
RELEVANT DOCUMENTS TO BE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION IN CONNECTION WITH THE PROPOSED TRANSACTION BECAUSE THEY
CONTAIN IMPORTANT INFORMATION ABOUT PROSPERITY, F&M
BANCORPORATION INC. AND THE PROPOSED TRANSACTION.
Investors and security holders may obtain free copies of these
documents through the website maintained by the Securities and
Exchange Commission at http://www.sec.gov. Documents filed
with the SEC by Prosperity will be available free of charge by
directing a request by telephone or mail to Prosperity Bancshares,
Inc., Prosperity Bank Plaza, 4295 San Felipe, Houston, Texas 77027 Attn: Investor Relations.
Prosperity's telephone number is (281) 269-7199.
"Safe Harbor" Statement under the Private Securities
Litigation Reform Act of 1995: This release contains, and the
remarks by Prosperity's management on the conference call may
contain, forward-looking statements within the meaning of the
securities laws that are based on current expectations,
assumptions, estimates and projections about Prosperity and its
subsidiaries. These forward-looking statements are not
guarantees of future performance and are subject to risks and
uncertainties, many of which are outside of Prosperity's control,
which may cause actual results to differ materially from those
expressed or implied by the forward-looking statements. These
risks and uncertainties include but are not limited to whether
Prosperity can: successfully identify acquisition targets and
integrate the businesses of acquired companies and banks;
continue to sustain its current internal growth rate or total
growth rate; provide products and services that appeal to its
customers; continue to have access to debt and equity capital
markets; and achieve its sales objectives. Other risks
include, but are not limited to: the possibility that credit
quality could deteriorate; actions of competitors; changes in laws
and regulations (including changes in governmental interpretations
of regulations and changes in accounting standards); a
deterioration or downgrade in the credit quality and credit agency
ratings of the securities in Prosperity's securities portfolio;
customer and consumer demand, including customer and consumer
response to marketing; effectiveness of spending, investments or
programs; fluctuations in the cost and availability of supply chain
resources; economic conditions, including currency rate
fluctuations and interest rate fluctuations; and weather.
These and various other factors are discussed in Prosperity's
Annual Report on Form 10-K for the year ended December 31, 2012 and other reports and
statements Prosperity has filed with the SEC. Copies of the SEC
filings for Prosperity Bancshares® may be downloaded
from the Internet at no charge from
http://www.prosperitybankusa.com.
Prosperity
Bancshares, Inc.®
|
Financial
Highlights (Unaudited)
|
(In
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
Sep 30,
2013
|
|
Jun 30,
2013
|
|
Mar 31,
2013
|
|
Dec 31,
2012
|
|
Sep 30,
2012
|
Balance Sheet
Data
|
|
|
|
|
|
|
|
|
|
(at period
end)
|
|
|
|
|
|
|
|
Total
loans
|
$
6,182,589
|
|
$
6,172,483
|
|
$
5,263,024
|
|
$
5,179,940
|
|
$
5,079,103
|
Investment
securities(A)
|
7,771,345
|
|
8,017,884
|
|
7,985,811
|
|
7,442,065
|
|
6,799,513
|
Federal funds
sold
|
1,121
|
|
606
|
|
835
|
|
352
|
|
302
|
Allowance for credit
losses
|
(59,913)
|
|
(56,176)
|
|
(55,049)
|
|
(52,564)
|
|
(50,927)
|
Cash and due from
banks
|
269,987
|
|
250,542
|
|
180,577
|
|
325,952
|
|
207,650
|
Goodwill
|
1,351,782
|
|
1,350,834
|
|
1,235,743
|
|
1,217,162
|
|
1,200,098
|
Core deposit
intangibles
|
25,233
|
|
26,688
|
|
26,514
|
|
26,159
|
|
28,092
|
Other real
estate
|
7,432
|
|
10,244
|
|
9,913
|
|
7,234
|
|
8,846
|
Fixed assets,
net
|
232,240
|
|
227,455
|
|
206,829
|
|
205,268
|
|
201,445
|
Other
assets
|
272,463
|
|
270,158
|
|
227,117
|
|
232,005
|
|
237,997
|
Total
assets
|
$
16,054,279
|
|
$
16,270,718
|
|
$
15,081,314
|
|
$
14,583,573
|
|
$
13,712,119
|
|
|
|
|
|
|
|
|
|
|
Demand
deposits
|
$
3,368,357
|
|
$
3,283,082
|
|
$
2,995,828
|
|
$
3,016,205
|
|
$
2,827,748
|
Interest bearing
deposits
|
9,087,442
|
|
9,225,568
|
|
8,717,639
|
|
8,625,639
|
|
8,126,849
|
Total
deposits
|
12,455,799
|
|
12,508,650
|
|
11,713,467
|
|
11,641,844
|
|
10,954,597
|
Securities sold
under repurchase
agreements
|
|
|
|
|
|
|
|
|
|
431,969
|
|
481,170
|
|
470,241
|
|
454,502
|
|
443,856
|
Federal funds
purchased and other
borrowings
|
|
|
|
|
|
|
|
|
|
605,951
|
|
781,215
|
|
576,768
|
|
256,753
|
|
112,017
|
Junior subordinated
debentures
|
85,055
|
|
85,055
|
|
85,055
|
|
85,055
|
|
85,055
|
Other
liabilities
|
86,393
|
|
69,346
|
|
86,328
|
|
56,030
|
|
78,418
|
Total
liabilities
|
13,665,167
|
|
13,925,436
|
|
12,931,859
|
|
12,494,184
|
|
11,673,943
|
Shareholders'
equity(B)
|
2,389,112
|
|
2,345,282
|
|
2,149,455
|
|
2,089,389
|
|
2,038,176
|
Total liabilities and
equity
|
$
16,054,279
|
|
$
16,270,718
|
|
$
15,081,314
|
|
$
14,583,573
|
|
$
13,712,119
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(A) Includes
$8,588, $9,724, $12,054, $13,824 and $16,991, in unrealized gains
on available for sale securities for the quarterly periods ending
September 30, 2013, June 30, 2013, March 31, 2013, December 31,
2012 and September 30, 2012, respectively.
|
(B) Includes
$5,582, $6,321, $7,835, $8,986 and $11,044, in after-tax unrealized
gains on available for sale securities for the quarterly periods
ending September 30, 2013, June 30, 2013, March 31, 2013, December
31, 2012 and September 30, 2012, respectively.
|
Prosperity
Bancshares, Inc.®
|
Financial
Highlights (Unaudited)
|
(In
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
Year-to-Date
|
|
Sep 30,
2013
|
|
Jun 30,
2013
|
|
Mar 31,
2013
|
|
Dec 31,
2012
|
|
Sep 30,
2012
|
|
Sep 30,
2013
|
|
Sep 30,
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Statement
Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans
|
$
94,236
|
|
$
89,842
|
|
$
81,464
|
|
$
82,727
|
|
$
80,587
|
|
$
265,542
|
|
$
188,597
|
Securities(C)
|
41,961
|
|
39,384
|
|
36,548
|
|
34,956
|
|
37,025
|
|
117,893
|
|
113,418
|
Federal funds sold
and other earning assets
|
16
|
|
76
|
|
19
|
|
36
|
|
21
|
|
111
|
|
108
|
Total
interest income
|
136,213
|
|
129,302
|
|
118,031
|
|
117,719
|
|
117,633
|
|
383,546
|
|
302,123
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits
|
8,314
|
|
9,170
|
|
8,690
|
|
8,217
|
|
9,395
|
|
26,174
|
|
26,269
|
Junior subordinated
debentures
|
610
|
|
606
|
|
605
|
|
631
|
|
651
|
|
1,821
|
|
1,962
|
Securities sold under
repurchase agreements
|
317
|
|
312
|
|
292
|
|
294
|
|
315
|
|
921
|
|
411
|
Other
borrowings
|
439
|
|
472
|
|
362
|
|
276
|
|
379
|
|
1,273
|
|
1,076
|
Total
interest expense
|
9,680
|
|
10,560
|
|
9,949
|
|
9,418
|
|
10,740
|
|
30,189
|
|
29,718
|
Net interest
income
|
126,533
|
|
118,742
|
|
108,082
|
|
108,301
|
|
106,893
|
|
353,357
|
|
272,405
|
Provision for credit
losses
|
4,025
|
|
2,550
|
|
2,800
|
|
3,550
|
|
1,800
|
|
9,375
|
|
2,550
|
Net interest income
after provision for credit losses
|
122,508
|
|
116,192
|
|
105,282
|
|
104,751
|
|
105,093
|
|
343,982
|
|
269,855
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest
income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonsufficient funds
(NSF) fees
|
8,649
|
|
8,346
|
|
8,509
|
|
9,292
|
|
9,265
|
|
25,504
|
|
19,050
|
Debit card and ATM
card income
|
4,307
|
|
7,007
|
|
6,487
|
|
6,683
|
|
6,246
|
|
17,801
|
|
14,374
|
Service charges on
deposit accounts
|
3,169
|
|
3,304
|
|
2,931
|
|
2,877
|
|
3,362
|
|
9,404
|
|
9,006
|
Trust
income
|
901
|
|
896
|
|
1,017
|
|
915
|
|
831
|
|
2,814
|
|
831
|
Mortgage
income
|
931
|
|
1,567
|
|
991
|
|
1,120
|
|
1,437
|
|
3,489
|
|
1,350
|
Bank owned life
insurance income
|
916
|
|
932
|
|
776
|
|
1,242
|
|
736
|
|
2,624
|
|
1,430
|
Net gain (loss) on
sale of assets
|
126
|
|
(180)
|
|
1
|
|
(244)
|
|
(50)
|
|
(53)
|
|
13
|
Net (loss) gain on
sale of other real estate
|
(864)
|
|
237
|
|
(105)
|
|
(113)
|
|
(597)
|
|
(732)
|
|
(344)
|
Other noninterest
income
|
3,419
|
|
3,165
|
|
2,834
|
|
2,334
|
|
2,598
|
|
9,418
|
|
5,719
|
Total
noninterest income
|
21,554
|
|
25,274
|
|
23,441
|
|
24,106
|
|
23,828
|
|
70,269
|
|
51,429
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest
expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and
benefits
|
37,135
|
|
37,517
|
|
33,209
|
|
31,980
|
|
36,701
|
|
107,861
|
|
83,525
|
Core deposit
intangibles amortization
|
1,455
|
|
1,341
|
|
1,755
|
|
1,932
|
|
2,007
|
|
4,551
|
|
5,297
|
Net occupancy and
equipment
|
5,094
|
|
4,669
|
|
4,278
|
|
4,812
|
|
4,614
|
|
14,041
|
|
11,663
|
Depreciation
|
2,679
|
|
2,464
|
|
2,378
|
|
2,491
|
|
2,369
|
|
7,521
|
|
6,432
|
Debit card, data
processing and software amortization
|
2,756
|
|
3,249
|
|
2,570
|
|
3,106
|
|
2,901
|
|
8,575
|
|
6,339
|
Regulatory
assessments and FDIC insurance
|
2,516
|
|
2,579
|
|
2,395
|
|
2,365
|
|
2,107
|
|
7,490
|
|
5,314
|
Communications
(includes telephone, courier and postage)
|
2,397
|
|
2,410
|
|
2,196
|
|
2,381
|
|
2,226
|
|
7,003
|
|
5,777
|
Other real estate
expense
|
75
|
|
237
|
|
223
|
|
465
|
|
271
|
|
535
|
|
2,619
|
Other non-interest
expense
|
7,430
|
|
6,834
|
|
6,763
|
|
7,436
|
|
7,046
|
|
21,027
|
|
14,523
|
Total
noninterest expense
|
61,537
|
|
61,300
|
|
55,767
|
|
56,968
|
|
60,242
|
|
178,604
|
|
141,489
|
Net income before
taxes
|
82,525
|
|
80,166
|
|
72,956
|
|
71,889
|
|
68,679
|
|
235,647
|
|
179,795
|
Federal income
taxes
|
27,247
|
|
26,322
|
|
23,651
|
|
23,623
|
|
22,503
|
|
77,220
|
|
60,160
|
Net income available
to common shareholders
|
$
55,278
|
|
$
53,844
|
|
$
49,305
|
|
$
48,266
|
|
$
46,176
|
|
$
158,427
|
|
$
119,635
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(C) Interest
income on securities was reduced by net premium amortization of
$15,136, $18,838, $22,710, $23,992 and $21,423 for the three month
periods ended September 30, 2013, June 30, 2013, March 31, 2013,
December 31, 2012 and September 30, 2012, respectively, and $56,685
and $42,897 for the nine month periods ended September 30, 2013 and
2012, respectively.
|
Prosperity
Bancshares, Inc.®
|
Financial
Highlights (Unaudited)
|
(Dollars and share
amounts in thousands, except per share data and market
prices)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
Year-to-Date
|
|
Sep 30,
2013
|
|
Jun 30,
2013
|
|
Mar 31,
2013
|
|
Dec 31,
2012
|
|
Sep 30,
2012
|
|
Sep 30,
2013
|
|
Sep 30,
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profitability
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
$
55,278
|
|
$
53,844
|
|
$
49,305
|
|
$
48,266
|
|
$
46,176
|
|
$
158,427
|
|
$
119,635
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per
share
|
$
0.92
|
|
$
0.89
|
|
$
0.87
|
|
$
0.86
|
|
$
0.83
|
|
$
2.68
|
|
$
2.38
|
Diluted earnings per
share
|
$
0.91
|
|
$
0.89
|
|
$
0.86
|
|
$
0.85
|
|
$
0.82
|
|
$
2.67
|
|
$
2.37
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Return on average
assets(D)
|
1.37%
|
|
1.33%
|
|
1.33%
|
|
1.36%
|
|
1.32%
|
|
1.35%
|
|
1.35%
|
Return on average
common equity(D)
|
9.31%
|
|
9.27%
|
|
9.23%
|
|
9.28%
|
|
9.10%
|
|
9.29%
|
|
9.08%
|
Return on average
tangible common equity(D) (E)
|
22.14%
|
|
22.32%
|
|
22.30%
|
|
22.92%
|
|
21.59%
|
|
22.21%
|
|
21.80%
|
Tax equivalent net
interest margin(F)
|
3.59%
|
|
3.43%
|
|
3.42%
|
|
3.53%
|
|
3.52%
|
|
3.48%
|
|
3.56%
|
Efficiency
ratio(G)
|
41.59%
|
|
42.51%
|
|
42.40%
|
|
42.95%
|
|
46.07%
|
|
42.16%
|
|
43.69%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liquidity and
Capital Ratios
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity to
assets
|
14.88%
|
|
14.41%
|
|
14.25%
|
|
14.33%
|
|
14.86%
|
|
14.88%
|
|
14.86%
|
Tier 1 risk-based
capital
|
14.74%
|
|
14.15%
|
|
14.77%
|
|
14.40%
|
|
14.43%
|
|
14.74%
|
|
14.43%
|
Total risk-based
capital
|
15.55%
|
|
14.91%
|
|
15.61%
|
|
15.22%
|
|
15.26%
|
|
15.55%
|
|
15.26%
|
Tier 1 leverage
capital
|
7.37%
|
|
7.07%
|
|
7.10%
|
|
7.10%
|
|
6.92%
|
|
7.37%
|
|
6.92%
|
Tangible equity to
tangible assets(E)
|
6.90%
|
|
6.50%
|
|
6.42%
|
|
6.34%
|
|
6.49%
|
|
6.90%
|
|
6.49%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares used in
computed earnings per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
60,344
|
|
60,250
|
|
56,988
|
|
56,427
|
|
55,958
|
|
59,207
|
|
50,239
|
Diluted
|
60,504
|
|
60,394
|
|
57,134
|
|
56,554
|
|
56,093
|
|
59,362
|
|
50,393
|
Period end shares
outstanding
|
60,383
|
|
60,315
|
|
57,014
|
|
56,447
|
|
56,058
|
|
60,383
|
|
56,058
|
Cash dividends paid
per common share
|
$
0.2150
|
|
$
0.2150
|
|
$
0.2150
|
|
$
0.2150
|
|
$
0.1950
|
|
$
0.6450
|
|
$
0.4100
|
Book value per
share
|
$
39.57
|
|
$
38.88
|
|
$
37.70
|
|
$
37.02
|
|
$
36.36
|
|
$
39.57
|
|
$
36.36
|
Tangible book value
per share(E)
|
$
16.76
|
|
$
16.05
|
|
$
15.56
|
|
$
14.99
|
|
$
14.45
|
|
$
16.76
|
|
$
14.45
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock Market
Price
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High
|
$
61.99
|
|
$
52.38
|
|
$
47.56
|
|
$
43.54
|
|
$
45.40
|
|
$
61.99
|
|
$
47.66
|
Low
|
51.85
|
|
44.33
|
|
42.38
|
|
38.56
|
|
38.90
|
|
42.38
|
|
38.90
|
Period end market
price
|
61.84
|
|
51.79
|
|
47.39
|
|
42.00
|
|
42.62
|
|
61.84
|
|
42.62
|
Employees –
FTE
|
2,454
|
|
2,496
|
|
2,304
|
|
2,266
|
|
2,260
|
|
2,454
|
|
2,260
|
Number of banking
centers
|
218
|
|
219
|
|
224
|
|
217
|
|
213
|
|
218
|
|
213
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(D) Interim
periods annualized.
|
(E) Refer to the
"Notes to Selected Financial Data" at the end of this Earnings
Release for a reconciliation of this non-GAAP financial
measure.
|
(F) Net interest
margin for all periods presented is calculated on an actual 365 day
basis or 366 day basis.
|
(G) Calculated by
dividing total noninterest expense, excluding credit loss
provisions, by net interest income plus noninterest income,
excluding net gains and losses on the sale of assets and
securities. Additionally, taxes are not part of this
calculation.
|
Prosperity
Bancshares, Inc.®
|
Financial
Highlights (Unaudited)
|
(Dollars in
thousands)
|
|
YIELD
ANALYSIS
|
Three Months
Ended
|
|
|
Sep 30,
2013
|
|
Jun 30,
2013
|
|
Sep 30,
2012
|
|
|
Average
Balance
|
|
Interest Earned/
Interest Paid
|
|
Average Yield/
Rate
|
|
Average
Balance
|
|
Interest Earned/
Interest Paid
|
|
Average Yield/
Rate
|
|
Average
Balance
|
|
Interest Earned/
Interest Paid
|
|
Average Yield/
Rate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-Earning
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans
|
$
6,173,394
|
|
$
94,236
|
|
6.06%
|
|
$
6,114,598
|
|
$
89,842
|
|
5.89%
|
|
$
5,169,101
|
|
$
80,587
|
|
6.20%
|
|
Investment
securities
|
8,015,221
|
|
41,961
|
|
2.08%
|
(H)
|
7,964,157
|
|
39,384
|
|
1.98%
|
(H)
|
7,106,871
|
|
37,025
|
|
2.08%
|
(H)
|
Federal funds sold
and other earning
assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,451
|
|
16
|
|
0.22%
|
|
35,113
|
|
76
|
|
0.87%
|
|
53,111
|
|
21
|
|
0.16%
|
|
Total interest
earning assets
|
14,216,066
|
|
$
136,213
|
|
3.80%
|
|
14,113,868
|
|
$
129,302
|
|
3.67%
|
|
12,329,083
|
|
$
117,633
|
|
3.80%
|
|
Allowance for credit
losses
|
(56,765)
|
|
|
|
|
|
(57,754)
|
|
|
|
|
|
(53,944)
|
|
|
|
|
|
Noninterest-earning
assets
|
2,034,968
|
|
|
|
|
|
2,114,816
|
|
|
|
|
|
1,730,120
|
|
|
|
|
|
Total
assets
|
$
16,194,269
|
|
|
|
|
|
$
16,170,930
|
|
|
|
|
|
$
14,005,259
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-Bearing
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing
demand deposits
|
$
2,400,555
|
|
$
1,708
|
|
0.28%
|
|
$
2,580,750
|
|
$
2,100
|
|
0.33%
|
|
$
2,181,928
|
|
$
2,273
|
|
0.41%
|
|
Savings and money
market deposits
|
4,233,911
|
|
2,911
|
|
0.27%
|
|
4,261,466
|
|
3,172
|
|
0.30%
|
|
3,516,601
|
|
2,987
|
|
0.34%
|
|
Certificates and
other time deposits
|
2,489,848
|
|
3,695
|
|
0.59%
|
|
2,543,895
|
|
3,898
|
|
0.61%
|
|
2,387,279
|
|
4,135
|
|
0.69%
|
|
Securities sold under
repurchase
agreements
|
455,276
|
|
317
|
|
0.28%
|
|
471,430
|
|
312
|
|
0.27%
|
|
438,410
|
|
315
|
|
0.29%
|
|
Federal funds
purchased and other borrowings
|
772,083
|
|
439
|
|
0.23%
|
|
541,034
|
|
472
|
|
0.35%
|
|
512,739
|
|
379
|
|
0.29%
|
|
Junior subordinated
debentures
|
85,055
|
|
610
|
|
2.85%
|
|
85,055
|
|
606
|
|
2.86%
|
|
85,055
|
|
651
|
|
3.04%
|
|
Total
interest-bearing liabilities
|
10,436,728
|
|
9,680
|
|
0.37%
|
(I)
|
10,483,630
|
|
10,560
|
|
0.40%
|
(I)
|
9,122,012
|
|
10,740
|
|
0.47%
|
(I)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest-bearing
liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest-bearing
demand deposits
|
3,308,158
|
|
|
|
|
|
3,295,211
|
|
|
|
|
|
2,760,405
|
|
|
|
|
|
Other
liabilities
|
73,571
|
|
|
|
|
|
69,741
|
|
|
|
|
|
92,873
|
|
|
|
|
|
Total
liabilities
|
13,818,457
|
|
|
|
|
|
13,848,582
|
|
|
|
|
|
11,975,290
|
|
|
|
|
|
Shareholders'
equity
|
2,375,812
|
|
|
|
|
|
2,322,348
|
|
|
|
|
|
2,029,969
|
|
|
|
|
|
Total
liabilities and shareholders' equity
|
$
16,194,269
|
|
|
|
|
|
$
16,170,930
|
|
|
|
|
|
$
14,005,259
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income
and margin
|
|
|
$
126,533
|
|
3.53%
|
|
|
|
$
118,742
|
|
3.37%
|
|
|
|
$
106,893
|
|
3.45%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP to GAAP
reconciliation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax equivalent
adjustment
|
|
|
2,028
|
|
|
|
|
|
2,063
|
|
|
|
|
|
2,138
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income
and margin (tax equivalent
basis)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
128,561
|
|
3.59%
|
|
|
|
$
120,805
|
|
3.43%
|
|
|
|
$
109,031
|
|
3.52%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(H) Yield on
securities was impacted by net premium amortization of $15,136,
$18,838, and $21,423 for the three month periods ended September
30, 2013, June 30, 2013 and September 30, 2012,
respectively.
|
|
(I) Total cost of
funds, including noninterest bearing deposits, was 0.28%, 0.31% and
0.36% for the three months ended September 30, 2013, June 30, 2013,
and September 30, 2012, respectively.
|
|
Prosperity
Bancshares, Inc.®
|
Financial
Highlights (Unaudited)
|
(Dollars in
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
YIELD
ANALYSIS
|
Year-to-Date
|
|
|
Sep 30,
2013
|
|
Sep 30,
2012
|
|
|
Average
Balance
|
|
Interest Earned/
Interest Paid
|
|
Average Yield/
Rate
|
|
Average
Balance
|
|
Interest Earned/
Interest Paid
|
|
Average Yield/
Rate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-Earning
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans
|
$
5,853,924
|
|
$
265,542
|
|
6.06%
|
|
$
4,303,984
|
|
$
188,597
|
|
5.85%
|
|
Investment
securities
|
7,912,599
|
|
117,893
|
|
1.99%
|
(J)
|
5,983,102
|
|
113,418
|
|
2.53%
|
(J)
|
Federal funds sold
and other earning
assets
|
32,426
|
|
111
|
|
0.46%
|
|
66,771
|
|
108
|
|
0.22%
|
|
Total
interest-earning assets
|
13,798,949
|
|
$
383,546
|
|
3.72%
|
|
10,353,857
|
|
$
302,123
|
|
3.90%
|
|
Allowance for credit
losses
|
(55,933)
|
|
|
|
|
|
(52,104)
|
|
|
|
|
|
Noninterest-earning
assets
|
2,000,425
|
|
|
|
|
|
1,498,332
|
|
|
|
|
|
Total
assets
|
$
15,743,441
|
|
|
|
|
|
$
11,800,085
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-Bearing
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing
demand deposits
|
$
2,545,983
|
|
$
6,018
|
|
0.32%
|
|
$
1,861,954
|
|
$
6,425
|
|
0.46%
|
|
Savings and money
market deposits
|
4,096,889
|
|
8,912
|
|
0.29%
|
|
3,031,269
|
|
8,020
|
|
0.35%
|
|
Certificates and
other time deposits
|
2,468,518
|
|
11,244
|
|
0.61%
|
|
2,080,606
|
|
11,824
|
|
0.76%
|
|
Securities sold under
repurchase agreements
|
|
|
|
|
|
|
|
|
|
|
|
|
458,441
|
|
921
|
|
0.27%
|
|
197,775
|
|
411
|
|
0.28%
|
|
Federal funds
purchased and other borrowings
|
|
|
|
|
|
|
|
|
|
|
|
|
558,594
|
|
1,273
|
|
0.30%
|
|
465,505
|
|
1,076
|
|
0.31%
|
|
Junior subordinated
debentures
|
85,055
|
|
1,821
|
|
2.86%
|
|
85,055
|
|
1,962
|
|
3.08%
|
|
Total interest
bearing liabilities
|
10,213,480
|
|
30,189
|
|
0.40%
|
(K)
|
7,722,164
|
|
29,718
|
|
0.51%
|
(K)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest-bearing
liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest-bearing
demand deposits
|
3,182,349
|
|
|
|
|
|
2,267,876
|
|
|
|
|
|
Other
liabilities
|
68,721
|
|
|
|
|
|
53,320
|
|
|
|
|
|
Total
liabilities
|
13,464,550
|
|
|
|
|
|
10,043,360
|
|
|
|
|
|
Shareholders'
equity
|
2,278,891
|
|
|
|
|
|
1,756,725
|
|
|
|
|
|
Total
liabilities and shareholders' equity
|
$
15,743,441
|
|
|
|
|
|
$
11,800,085
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income
and margin
|
|
|
$
353,357
|
|
3.42%
|
|
|
|
$
272,405
|
|
3.51%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP to GAAP
reconciliation:
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax equivalent
adjustment
|
|
|
6,216
|
|
|
|
|
|
3,866
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income
and margin (tax equivalent
basis)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
359,573
|
|
3.48%
|
|
|
|
$
276,271
|
|
3.56%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(J) Yield on
securities was impacted by net premium amortization of $56,685 and
$42,897 for the nine month periods ended September 30, 2013 and
September 30, 2012, respectively.
|
|
(K) Total cost of
funds, including noninterest bearing deposits, was 0.30% and 0.40%
for the nine months ended September 30, 2013 and September 30,
2012, respectively.
|
|
Prosperity
Bancshares, Inc.®
|
|
|
|
Financial
Highlights (Unaudited)
|
|
|
|
(Dollars in
thousands)
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
Year-to-Date
|
|
|
|
|
|
Sep 30,
2013
|
|
Jun 30,
2013
|
|
Mar 31,
2013
|
|
Dec 31,
2012
|
|
Sep 30,
2012
|
|
Sep 30,
2013
|
|
Sep 30,
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustment to Loan
Yield (L)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest on loans, as
reported
|
$
94,236
|
|
$
89,842
|
|
$
81,464
|
|
$
82,727
|
|
$
80,587
|
|
$
265,542
|
|
$
188,597
|
|
|
|
|
Less:
Purchase accounting adjustment-loan discount accretion
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(16,421)
|
|
(12,031)
|
|
(14,292)
|
|
(14,523)
|
|
(11,188)
|
|
(42,744)
|
|
(11,889)
|
|
|
|
|
Interest on loans
without discount accretion
|
$
77,815
|
|
$
77,811
|
|
$
67,172
|
|
$
68,204
|
|
$
69,399
|
|
$
222,798
|
|
$
176,708
|
|
|
|
|
Average
loans
|
$
6,173,394
|
|
$
6,114,598
|
|
$
5,263,784
|
|
$
5,140,163
|
|
$
5,169,101
|
|
$
5,853,924
|
|
$
4,303,984
|
|
|
|
|
Loan yield without
discount accretion
|
5.00%
|
|
5.10%
|
|
5.18%
|
|
5.28%
|
|
5.34%
|
|
5.09%
|
|
5.48%
|
|
|
|
|
Loan yield, as
reported
|
6.06%
|
|
5.89%
|
|
6.28%
|
|
6.40%
|
|
6.20%
|
|
6.06%
|
|
5.85%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
Year-to-Date
|
|
|
|
|
|
Sep 30,
2013
|
|
Jun 30,
2013
|
|
Mar 31,
2013
|
|
Dec 31,
2012
|
|
Sep 30,
2012
|
|
Sep 30,
2013
|
|
Sep 30,
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustment to
Securities Yield (L)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest on
securities, as reported
|
$
41,961
|
|
$
39,384
|
|
$
36,548
|
|
$
34,956
|
|
$
37,025
|
|
$
117,893
|
|
$
113,418
|
|
|
|
|
Add:
Purchase accounting adjustment- securities amortization
|
2,275
|
|
2,599
|
|
3,106
|
|
3,540
|
|
3,451
|
|
7,980
|
3,451
|
|
|
|
|
Interest on
securities including amortization
|
$
44,236
|
|
$
41,983
|
|
$
39,654
|
|
$
38,496
|
|
$
40,476
|
|
$
125,873
|
|
$
116,869
|
|
|
|
|
Average
securities
|
$
8,015,221
|
|
$
7,964,157
|
|
$
7,755,567
|
|
$
7,228,418
|
|
$
7,106,871
|
|
$
7,912,599
|
|
$
5,983,102
|
|
|
|
|
Securities yield
without purchase accounting adjustment
|
2.19%
|
|
2.11%
|
|
2.07%
|
|
2.12%
|
|
2.27%
|
|
2.13%
|
|
2.61%
|
|
|
|
|
Securities yield, as
reported
|
2.08%
|
|
1.98%
|
|
1.91%
|
|
1.92%
|
|
2.08%
|
|
1.99%
|
|
2.53%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Interest
Margin (tax equivalent basis, excluding purchase accounting adjustments to
yield)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.19%
|
|
3.09%
|
|
3.08%
|
|
3.18%
|
|
3.16%
|
|
3.13%
|
|
3.46%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Interest
Margin (tax equivalent basis), as reported
|
3.59%
|
|
3.43%
|
|
3.42%
|
|
3.53%
|
|
3.52%
|
|
3.48%
|
|
3.56%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
available to common shareholders, as reported
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
55,278
|
|
$
53,844
|
|
$
49,305
|
|
$
48,266
|
|
$
46,176
|
|
$
158,427
|
|
$
119,635
|
|
|
|
|
Less: Purchase accounting adjustments, net of tax
(M)
|
(9,476)
|
|
(6,335)
|
|
(7,560)
|
|
(7,374)
|
|
(5,202)
|
|
(23,371)
|
|
(5,615)
|
|
|
|
|
Net income
available to common shareholders, adjusted
|
$
45,802
|
|
$
47,509
|
|
$
41,745
|
|
$
40,892
|
|
$
40,974
|
|
$
135,056
|
|
$
114,020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquired Loans
Accounted for
Under ASC 310-20
|
|
Acquired Loans
Accounted for
Under ASC 310-30
|
|
Total Loans
Accounted for
Under ASC 310-20 and 310-30
|
|
Balance at
Acquisition Date
|
|
Balance at Jun 30,
2013
|
|
Balance at Sep 30,
2013
|
|
Balance at
Acquisition Date
|
|
Balance
at Jun 30, 2013
|
|
Balance at Sep 30,
2013
|
|
Balance at
Acquisition Date
|
|
Balance
at Jun 30, 2013
|
|
Balance at Sep 30,
2013
|
Loan
marks:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Previouly acquired
banks (N)
|
$
81,328
|
|
$
37,832
|
|
$
32,842
|
|
$
28,764
|
|
$
22,989
|
|
$
21,977
|
|
$
110,092
|
|
$
60,821
|
|
$
54,819
|
2013 acquisitions
(O)
|
29,440
|
|
24,695
|
|
19,101
|
|
23,414
|
|
22,571
|
|
19,122
|
|
52,854
|
|
47,266
|
|
38,223
|
Total
|
$
110,768
|
|
$
62,527
|
|
$
51,943
|
|
$
52,178
|
|
$
45,560
|
|
$
41,099
|
|
$
162,946
|
|
$
108,087
|
|
$
93,042
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquired portfolio
loan balances:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Previouly acquired
banks (N)
|
$
1,298,380
|
|
$
653,945
|
|
$
602,128
|
|
$
57,979
|
|
$
43,505
|
|
$
39,715
|
|
$
1,356,359
|
|
$
697,450
|
|
$
641,843
|
2013 acquisitions
(O)
|
939,804
|
|
775,372
|
|
595,119
|
|
54,083
|
|
53,754
|
|
37,639
|
|
993,887
|
|
829,126
|
|
632,758
|
Total
|
$
2,238,184
|
|
$
1,429,317
|
|
$
1,197,247
|
|
$
112,062
|
|
$
97,259
|
|
$
77,354
|
|
$
2,350,246
|
(P)
|
$
1,526,576
|
|
$
1,274,601
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(L) Non-GAAP
financial measure.
|
|
|
|
|
|
(M) Using
effective tax rate of 33.0%, 32.8%, 32.45, 32.9% and 32.8% for the
three month periods ended September 30, 2013, June 30, 2013, March
31, 2013, December 31, 2012 and
September 30, 2012, respectively, and 32.8% and 33.0% for the nine
month periods ended September 30, 2013 and 2012,
respectively.
|
(N) Includes
Bank of Texas, Bank Arlington, ASB and Community National which
were acquired in 2012.
|
|
|
|
|
|
|
|
|
(O) Includes
East Texas Financial Services and Coppermark Bank.
|
|
|
|
|
|
|
|
|
(P) Actual
principal balances acquired.
|
|
|
|
|
|
|
|
|
Prosperity
Bancshares, Inc.®
|
Financial
Highlights (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
Sep 30,
2013
|
|
Jun 30,
2013
|
|
Mar 31,
2013
|
|
Dec 31,
2012
|
|
Sep 30,
2012
|
YIELD
TREND
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-Earning
Assets:
|
|
|
|
|
|
|
|
|
|
Loans
|
6.06%
|
|
5.89%
|
|
6.28%
|
|
6.40%
|
|
6.20%
|
Investment securities
(Q)
|
2.08%
|
|
1.98%
|
|
1.91%
|
|
1.92%
|
|
2.08%
|
Federal funds sold
and other earning assets
|
0.22%
|
|
0.87%
|
|
0.22%
|
|
0.19%
|
|
0.16%
|
Total
interest-earning assets
|
3.80%
|
|
3.67%
|
|
3.67%
|
|
3.76%
|
|
3.80%
|
|
|
|
|
|
|
|
|
|
|
Interest-Bearing
Liabilities:
|
|
|
|
|
|
|
|
|
|
Interest-bearing
demand deposits
|
0.28%
|
|
0.33%
|
|
0.34%
|
|
0.31%
|
|
0.41%
|
Savings and money
market deposits
|
0.27%
|
|
0.30%
|
|
0.30%
|
|
0.29%
|
|
0.34%
|
Certificates and
other time deposits
|
0.59%
|
|
0.61%
|
|
0.62%
|
|
0.64%
|
|
0.69%
|
Securities sold under
repurchase agreements
|
0.28%
|
|
0.27%
|
|
0.26%
|
|
0.25%
|
|
0.29%
|
Federal funds
purchased and other borrowings
|
0.23%
|
|
0.35%
|
|
0.41%
|
|
0.40%
|
|
0.29%
|
Junior subordinated
debentures
|
2.85%
|
|
2.86%
|
|
2.88%
|
|
2.95%
|
|
3.04%
|
Total
interest-bearing liabilities
|
0.37%
|
|
0.40%
|
|
0.42%
|
|
0.41%
|
|
0.47%
|
|
|
|
|
|
|
|
|
|
|
Net Interest
Margin
|
3.53%
|
|
3.37%
|
|
3.36%
|
|
3.46%
|
|
3.45%
|
Net Interest Margin
(tax equivalent)
|
3.59%
|
|
3.43%
|
|
3.42%
|
|
3.53%
|
|
3.52%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Q) Yield on
securities was impacted by net premium amortization of $15,136,
$18,838, $22,710, $23,992 and $21,423 for the three month periods ended September 30,
2013, June 30, 2013, March 31, 2013, December 31, 2012
and September 30, 2012,
respectively.
|
|
|
|
Prosperity
Bancshares, Inc.®
|
Financial
Highlights (Unaudited)
|
(In
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
Sep 30,
2013
|
|
June 30,
2013
|
|
Mar 31,
2013
|
|
Dec 31,
2012
|
|
Sep 30,
2012
|
Balance Sheet
Averages
|
|
|
|
|
|
|
|
|
|
Total
loans
|
$
6,173,394
|
|
$
6,114,598
|
|
$
5,263,784
|
|
$
5,140,163
|
|
$
5,169,101
|
Investment
securities
|
8,015,221
|
|
7,964,157
|
|
7,755,567
|
|
7,228,418
|
|
7,106,871
|
Federal funds sold
and other earning
assets
|
|
|
|
|
|
|
|
|
|
27,451
|
|
35,113
|
|
34,793
|
|
75,135
|
|
53,111
|
Total
interest-earning assets
|
14,216,066
|
|
14,113,868
|
|
13,054,144
|
|
12,443,716
|
|
12,329,083
|
Allowance for credit
losses
|
(56,765)
|
|
(57,754)
|
|
(53,242)
|
|
(50,775)
|
|
(53,944)
|
Cash and due from
banks
|
189,082
|
|
279,271
|
|
206,990
|
|
198,797
|
|
206,124
|
Goodwill
|
1,351,236
|
|
1,331,568
|
|
1,226,332
|
|
1,211,596
|
|
1,157,330
|
Core Deposit
Intangibles (CDI)
|
25,938
|
|
25,893
|
|
25,244
|
|
27,108
|
|
17,280
|
Other real
estate
|
9,494
|
|
19,605
|
|
11,789
|
|
9,571
|
|
11,600
|
Fixed assets,
net
|
231,480
|
|
223,769
|
|
207,517
|
|
206,869
|
|
192,542
|
Other
assets
|
227,738
|
|
234,710
|
|
171,589
|
|
190,815
|
|
145,244
|
Total
assets
|
$
16,194,269
|
|
$
16,170,930
|
|
$
14,850,363
|
|
$
14,237,697
|
|
$
14,005,259
|
|
|
|
|
|
|
|
|
|
|
Noninterest-bearing
deposits
|
$
3,308,158
|
|
$
3,295,211
|
|
$
2,939,621
|
|
$
2,963,998
|
|
$
2,760,405
|
Interest-bearing
demand deposits
|
2,400,555
|
|
2,580,750
|
|
2,659,489
|
|
2,328,969
|
|
2,181,928
|
Savings and money
market deposits
|
4,233,911
|
|
4,261,466
|
|
3,790,416
|
|
3,600,109
|
|
3,516,601
|
Certificates and
other time deposits
|
2,489,848
|
|
2,543,895
|
|
2,370,499
|
|
2,366,155
|
|
2,387,279
|
Total
deposits
|
12,432,472
|
|
12,681,322
|
|
11,760,025
|
|
11,259,231
|
|
10,846,213
|
Securities sold
under repurchase
agreements
|
|
|
|
|
|
|
|
|
|
455,276
|
|
471,430
|
|
448,542
|
|
459,998
|
|
438,410
|
Federal funds
purchased and other
borrowings
|
|
|
|
|
|
|
|
|
|
772,083
|
|
541,034
|
|
358,120
|
|
272,239
|
|
512,739
|
Junior subordinated
debentures
|
85,055
|
|
85,055
|
|
85,055
|
|
85,055
|
|
85,055
|
Other
liabilities
|
73,571
|
|
69,741
|
|
62,716
|
|
80,085
|
|
92,873
|
Shareholders'
equity
|
2,375,812
|
|
2,322,348
|
|
2,135,905
|
|
2,081,089
|
|
2,029,969
|
Total liabilities and
equity
|
$
16,194,269
|
|
$
16,170,930
|
|
$
14,850,363
|
|
$
14,237,697
|
|
$
14,005,259
|
Prosperity
Bancshares, Inc.®
|
Financial
Highlights (Unaudited)
|
(Dollars in
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sep 30,
2013
|
|
Jun 30,
2013
|
|
Mar 31,
2013
|
|
Dec 31,
2012
|
|
Sep 30,
2012
|
Period End
Balances
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan
Portfolio
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and
other
|
$
1,028,799
|
16.6%
|
|
$
999,677
|
16.2%
|
|
$
760,531
|
14.5%
|
|
$
798,882
|
15.4%
|
|
$
792,247
|
15.6%
|
Construction
|
703,193
|
11.4%
|
|
694,585
|
11.2%
|
|
575,307
|
10.9%
|
|
550,768
|
10.6%
|
|
496,417
|
9.8%
|
1-4 family
residential
|
1,503,771
|
24.4%
|
|
1,452,268
|
23.7%
|
|
1,338,936
|
25.5%
|
|
1,255,765
|
24.3%
|
|
1,213,872
|
23.9%
|
Home
equity
|
211,742
|
3.4%
|
|
208,739
|
3.4%
|
|
203,815
|
3.9%
|
|
186,801
|
3.6%
|
|
183,844
|
3.6%
|
Commercial real
estate
|
2,304,862
|
37.2%
|
|
2,390,820
|
38.6%
|
|
1,993,518
|
37.8%
|
|
1,990,642
|
38.4%
|
|
1,976,112
|
38.9%
|
Agriculture (includes
farmland)
|
321,518
|
5.2%
|
|
314,945
|
5.1%
|
|
286,789
|
5.4%
|
|
285,637
|
5.5%
|
|
304,134
|
6.0%
|
Consumer
|
108,704
|
1.8%
|
|
111,449
|
1.8%
|
|
104,128
|
2.0%
|
|
111,445
|
2.2%
|
|
112,477
|
2.2%
|
Total
loans
|
$
6,182,589
|
|
|
$
6,172,483
|
|
|
$
5,263,024
|
|
|
$
5,179,940
|
|
|
$
5,079,103
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposit
Types
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest-bearing
DDA
|
$
3,368,357
|
27.0%
|
|
$
3,283,082
|
26.0%
|
|
$
2,995,828
|
25.6%
|
|
$
3,016,205
|
25.9%
|
|
$
2,827,748
|
25.8%
|
Interest-bearing
DDA
|
2,366,997
|
19.0%
|
|
2,483,428
|
19.9%
|
|
2,521,998
|
21.5%
|
|
2,626,331
|
22.6%
|
|
2,208,568
|
20.2%
|
Money
Market
|
2,834,172
|
22.8%
|
|
2,868,880
|
23.0%
|
|
2,509,501
|
21.4%
|
|
2,362,454
|
20.3%
|
|
2,303,680
|
21.0%
|
Savings
|
1,413,153
|
11.3%
|
|
1,371,214
|
11.0%
|
|
1,345,044
|
11.5%
|
|
1,293,552
|
11.1%
|
|
1,276,271
|
11.7%
|
Certificates and
other time deposits
|
2,473,120
|
19.9%
|
|
2,502,046
|
20.1%
|
|
2,341,096
|
20.0%
|
|
2,343,302
|
20.1%
|
|
2,338,330
|
21.3%
|
Total
deposits
|
$
12,455,799
|
|
|
$
12,508,650
|
|
|
$
11,713,467
|
|
|
$
11,641,844
|
|
|
$
10,954,597
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan to Deposit
Ratio
|
49.6%
|
|
|
49.3%
|
|
|
44.9%
|
|
|
44.5%
|
|
|
46.4%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction
Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Single family
residential construction
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
239,980
|
33.5%
|
|
$
234,257
|
32.9%
|
|
$
177,218
|
30.6%
|
|
$
161,401
|
29.2%
|
|
$
150,959
|
30.1%
|
Land
development
|
60,927
|
8.6%
|
|
63,857
|
9.0%
|
|
42,520
|
7.4%
|
|
42,199
|
7.6%
|
|
38,075
|
7.6%
|
Raw land
|
52,789
|
7.4%
|
|
59,701
|
8.4%
|
|
46,672
|
8.1%
|
|
58,794
|
10.6%
|
|
47,620
|
9.5%
|
Residential
lots
|
95,361
|
13.4%
|
|
91,018
|
12.8%
|
|
93,598
|
16.2%
|
|
92,697
|
16.8%
|
|
97,445
|
19.4%
|
Commercial
lots
|
58,085
|
8.2%
|
|
60,960
|
8.6%
|
|
64,394
|
11.2%
|
|
63,716
|
11.5%
|
|
63,418
|
12.7%
|
Commercial
construction and other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
204,940
|
28.9%
|
|
200,633
|
28.3%
|
|
153,047
|
26.5%
|
|
134,427
|
24.3%
|
|
103,677
|
20.7%
|
Net unaccreted
discount
|
(8,889)
|
|
|
(15,841)
|
|
|
(2,142)
|
|
|
(2,466)
|
|
|
(4,777)
|
|
Total construction
loans
|
$
703,193
|
|
|
$
694,585
|
|
|
$
575,307
|
|
|
$
550,768
|
|
|
$
496,417
|
|
Prosperity
Bancshares, Inc.®
|
Financial
Highlights (Unaudited)
|
(Dollars in
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
Sep 30,
2013
|
|
Jun 30,
2013
|
|
Mar 31,
2013
|
|
Dec 31,
2012
|
|
Sep 30,
2012
|
|
|
|
|
|
|
|
|
|
|
Asset
Quality
|
|
|
|
|
|
|
|
|
|
Nonaccrual
loans
|
$
4,954
|
|
$
4,295
|
|
$
7,529
|
|
$
5,382
|
|
$
5,063
|
Accruing loans 90 or
more
|
|
|
|
|
|
|
|
|
|
days past
due
|
283
|
|
325
|
|
642
|
|
331
|
|
132
|
Total non-performing
loans
|
5,237
|
|
4,620
|
|
8,171
|
|
5,713
|
|
5,195
|
Repossessed
assets
|
18
|
|
-
|
|
49
|
|
68
|
|
10
|
Other real
estate
|
7,432
|
|
10,244
|
|
9,913
|
|
7,234
|
|
8,846
|
Total
nonperforming assets
|
$
12,687
|
|
$
14,864
|
|
$
18,133
|
|
$
13,015
|
|
$
14,051
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonperforming
assets:
|
|
|
|
|
|
|
|
|
|
Commercial
|
$
1,223
|
|
$
1,191
|
|
$
3,896
|
|
$
1,568
|
|
$
1,599
|
Construction
|
4,611
|
|
5,898
|
|
3,678
|
|
3,522
|
|
3,182
|
1-4 family (including
home equity)
|
2,441
|
|
2,112
|
|
3,746
|
|
3,081
|
|
3,089
|
Commercial real
estate (including multi-family)
|
4,233
|
|
4,330
|
|
5,533
|
|
2,608
|
|
4,671
|
Agriculture
|
23
|
|
1,213
|
|
1,183
|
|
1,463
|
|
1,476
|
Consumer and
other
|
156
|
|
120
|
|
97
|
|
773
|
|
34
|
Total
|
$
12,687
|
|
$
14,864
|
|
$
18,133
|
|
$
13,015
|
|
$
14,051
|
|
|
|
|
|
|
|
|
|
|
Number of
loans/properties
|
128
|
|
123
|
|
124
|
|
116
|
|
119
|
|
|
|
|
|
|
|
|
|
|
Allowance for credit
losses at
|
|
|
|
|
|
|
|
|
|
end of
period
|
$
59,913
|
|
$
56,176
|
|
$
55,049
|
|
$
52,564
|
|
$
50,927
|
|
|
|
|
|
|
|
|
|
|
Net
charge-offs:
|
|
|
|
|
|
|
|
|
|
Commercial
|
$
119
|
|
$
148
|
|
$
59
|
|
$
205
|
|
$
(511)
|
Construction
|
(30)
|
|
124
|
|
(56)
|
|
21
|
|
155
|
1-4 family (including
home equity)
|
15
|
|
35
|
|
102
|
|
65
|
|
251
|
Commercial real
estate (including
|
|
|
|
|
|
|
|
|
|
multi-family)
|
(471)
|
|
801
|
|
(57)
|
|
1,012
|
|
800
|
Agriculture
|
13
|
|
13
|
|
(7)
|
|
70
|
|
(30)
|
Consumer and
other
|
642
|
|
302
|
|
274
|
|
540
|
|
590
|
Total
|
$
288
|
|
$
1,423
|
|
$
315
|
|
$
1,913
|
|
$
1,255
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset Quality
Ratios
|
|
|
|
|
|
|
|
|
|
Nonperforming assets
to average earning
assets
|
|
|
|
|
|
|
|
|
|
0.09%
|
|
0.11%
|
|
0.14%
|
|
0.10%
|
|
0.11%
|
Nonperforming assets
to loans and other real
estate
|
|
|
|
|
|
|
|
|
|
0.20%
|
|
0.24%
|
|
0.34%
|
|
0.25%
|
|
0.28%
|
Net charge-offs
to average loans
(annualized)
|
|
|
|
|
|
|
|
|
|
0.02%
|
|
0.09%
|
|
0.02%
|
|
0.15%
|
|
0.08%
|
Allowance for credit
losses to total loans
|
|
|
|
|
|
|
|
|
|
0.97%
|
|
0.91%
|
|
1.05%
|
|
1.01%
|
|
1.00%
|
Allowance for credit
losses to total loans (excluding
acquired loans accounted for under
ASC Topics 310-20 and 310-30) (E)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.20%
|
|
1.18%
|
|
1.25%
|
|
1.22%
|
|
1.27%
|
Prosperity Bancshares,
Inc.®
Notes to Selected Financial Data
(Unaudited)
(Dollars and share amounts in thousands, except
per share data)
Consolidated Financial Highlights
NOTES TO SELECTED FINANCIAL DATA
Prosperity's management uses certain non−GAAP (generally
accepted accounting principles) financial measures to evaluate its
performance. Specifically, Prosperity reviews tangible book value
per share, return on average tangible common equity and the
tangible equity to tangible assets ratio for internal planning and
forecasting purposes. In addition, due to the application of
purchase accounting, Prosperity uses certain non-GAAP measures and
ratios that exclude the impact of these items to evaluate its
allowance for credit losses to total loans (excluding acquired
loans accounted for under ASC Topics 310-20 and 310-30).
Prosperity has included in this Earnings Release information
relating to these non-GAAP financial measures for the applicable
periods presented. Prosperity believes these non-GAAP
financial measures provide information useful to investors in
understanding Prosperity's financial results and Prosperity
believes that its presentation, together with the accompanying
reconciliations, provides a complete understanding of factors and
trends affecting Prosperity's business and allows investors to view
performance in a manner similar to management, the entire financial
services sector, bank stock analysts and bank regulators. Further,
Prosperity believes that these non-GAAP measures provide useful
information by excluding certain items that may not be indicative
of its core operating earnings and business outlook. These
non-GAAP measures should not be considered a substitute for GAAP
basis measures and results and Prosperity strongly encourages
investors to review its consolidated financial statements in their
entirety and not to rely on any single financial measure. Because
non-GAAP financial measures are not standardized, it may not be
possible to compare these financial measures with other companies'
non-GAAP financial measures having the same or similar names.
|
|
Three Months
Ended
|
|
Year-to-Date
|
|
|
Sep 30,
2013
|
|
Jun 30,
2013
|
|
Mar 31,
2013
|
|
Dec 31,
2012
|
|
Sep 30,
2012
|
|
Sep 30,
2013
|
|
Sep 30,
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Return on average
tangible common equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
55,278
|
|
$
53,844
|
|
$
49,305
|
|
$
48,266
|
|
$
46,176
|
|
$
158,427
|
|
$
119,635
|
Average shareholders'
equity
|
|
$
2,375,812
|
|
$
2,322,348
|
|
$
2,135,905
|
|
$
2,081,089
|
|
$
2,029,969
|
|
$
2,278,891
|
|
$
1,756,725
|
Less: Average
goodwill and other intangible assets
|
|
(1,377,174)
|
|
(1,357,461)
|
|
(1,251,576)
|
|
(1,238,704)
|
|
(1,174,610)
|
|
(1,325,214)
|
|
(1,025,116)
|
Average
tangible shareholders' equity
|
|
$
998,638
|
|
$
964,887
|
|
$
884,329
|
|
$
842,385
|
|
$
855,359
|
|
$
953,677
|
|
$
731,609
|
Return on average
tangible common equity:
|
|
22.14%
|
|
22.32%
|
|
22.30%
|
|
22.92%
|
|
21.59%
|
|
22.21%
|
|
21.80%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tangible book
value per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders'
equity
|
|
$
2,389,112
|
|
$
2,345,282
|
|
$
2,149,455
|
|
$
2,089,389
|
|
$
2,038,176
|
|
$
2,389,112
|
|
$
2,038,176
|
Less: Goodwill and
other intangible assets
|
|
(1,377,015)
|
|
(1,377,522)
|
|
(1,262,257)
|
|
(1,243,321)
|
|
(1,228,190)
|
|
(1,377,015)
|
|
(1,228,190)
|
Tangible shareholders' equity
|
|
$
1,012,097
|
|
$
967,760
|
|
$
887,198
|
|
$
846,068
|
|
$
809,986
|
|
$
1,012,097
|
|
$
809,986
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period end shares
outstanding
|
|
60,383
|
|
60,315
|
|
57,014
|
|
56,447
|
|
56,058
|
|
60,383
|
|
56,058
|
Tangible book value
per share:
|
|
$
16.76
|
|
$
16.05
|
|
$
15.56
|
|
$
14.99
|
|
$
14.45
|
|
$
16.76
|
|
$
14.45
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tangible equity to
tangible assets ratio:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tangible
shareholders' equity
|
|
$
1,012,097
|
|
$
967,760
|
|
$
887,198
|
|
$
846,068
|
|
$
809,986
|
|
$
1,012,097
|
|
$
809,986
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
assets
|
|
$
16,054,279
|
|
$
16,270,718
|
|
$
15,081,314
|
|
$
14,583,573
|
|
$
13,712,119
|
|
$
16,054,279
|
|
$
13,712,119
|
Less: Goodwill and
other intangible assets
|
|
(1,377,015)
|
|
(1,377,522)
|
|
(1,262,257)
|
|
(1,243,321)
|
|
(1,228,190)
|
|
(1,377,015)
|
|
(1,228,190)
|
Tangible assets
|
|
$
14,677,264
|
|
$
14,893,196
|
|
$
13,819,057
|
|
$
13,340,252
|
|
$
12,483,929
|
|
$
14,677,264
|
|
$
12,483,929
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tangible equity to
tangible assets ratio:
|
|
6.90%
|
|
6.50%
|
|
6.42%
|
|
6.34%
|
|
6.49%
|
|
6.90%
|
|
6.49%
|
Prosperity
Bancshares, Inc.®
|
Notes to Selected
Financial Data (Unaudited)
|
(Dollars in
thousands)
|
|
|
|
Sep 30,
2013
|
|
Jun 30,
2013
|
|
Dec 31,
2012
|
Allowance for
credit losses to total loans, excluding acquired
loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for credit
losses
|
|
$
59,913
|
|
$
56,176
|
|
$
52,564
|
Total
loans
|
|
$
6,182,589
|
|
$
6,172,483
|
|
$
5,179,940
|
Less: Fair value of
acquired loans accounted for under ASC
|
|
|
|
|
|
|
Topics 310-20
and 310-30 (does not include new production)
|
|
$
1,181,559
|
|
$
1,418,489
|
|
$
887,953
|
Total loans less
acquired loans
|
|
$
5,001,030
|
|
$
4,753,994
|
|
$
4,291,987
|
Allowance for credit
losses to total loans, excluding
|
|
|
|
|
|
|
acquired loans
(non-GAAP basis)
|
|
1.20%
|
|
1.18%
|
|
1.22%
|
SOURCE Prosperity Bancshares, Inc.