UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2006

 

OR

 

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from              to

 

Commission file number 0-9439

 

INTERNATIONAL BANCSHARES CORPORATION

(Exact name of registrant as specified in its charter)

 

Texas		74-2157138
(State or other jurisdiction of		(I.R.S. Employer Identification No.)
incorporation or organization)

 

1200 San Bernardo Avenue, Laredo, Texas 78042-1359

(Address of principal executive offices)

(Zip Code)

 

(956) 722-7611

(Registrant’s telephone number, including area code)

 

None

(Former name, former address and former fiscal year, if changed since last report)

 

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 ý    No o

 

Indicate by check mark if the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer  ý

Accelerated Filer  o

Non-accelerated filer  o

 

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o  No ý

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Class		Shares Issued and Outstanding
Common Stock, $1.00 par value		63,138,882 shares outstanding at
		May 1, 2006

 

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES

 

Consolidated Statements of Condition (Unaudited)

 

(Dollars in Thousands)

 

		March 31, 2006			December 31, 2005
Assets
Cash and due from banks		$	222,056		$	216,118
Federal funds sold		125,000			242,000
Total cash and cash equivalents		347,056			458,118
Time deposits with banks		396			396
Investment securities:
Held-to-maturity (Market value of $2,375 on March 31, 2006 and December 31, 2005)		2,375			2,375
Available-for-sale (Amortized cost of $4,506,442 on March 31, 2006 and $4,331,517 on December 31, 2005)		4,440,393			4,266,952
Total investment securities		4,442,768			4,269,327
Loans, net of unearned discounts		4,647,153			4,625,692
Less allowance for possible loan losses		(73,095		)	(77,796		)
Net loans		4,574,058			4,547,896
Bank premises and equipment, net		363,363			351,986
Accrued interest receivable		49,271			48,647
Other investments		331,387			332,675
Identified intangible assets, net		38,007			39,224
Goodwill, net		289,262			289,262
Other assets		46,634			54,322
Total assets		$	10,482,202		$	10,391,853

 

1

 

		March 31, 2006			December 31, 2005
Liabilities and Shareholders’ Equity
Liabilities:
Deposits:
Demand – non-interest bearing		$	1,393,203		$	1,339,380
Savings and interest bearing demand		2,144,775			2,156,234
Time		3,240,376			3,160,812
Total deposits		6,778,354			6,656,426
Securities sold under repurchase agreements		762,966			760,762
Other borrowed funds		1,815,074			1,870,075
Junior subordinated deferrable interest debentures		236,538			236,391
Other liabilities		87,038			75,332
Total liabilities		9,679,970			9,598,986
Shareholders’ equity:
Common shares of $1.00 par value. Authorized 275,000,000 shares; issued 86,124,719 shares on March 31, 2006 and 86,059,121 shares on December 31, 2005		86,125			86,059
Surplus		136,496			135,619
Retained earnings		812,391			788,416
Accumulated other comprehensive loss		(42,931		)	(41,968		)
		992,081			968,126
Less cost of shares in treasury, 22,851,952 shares on March 31, 2006 and 22,330,354 shares on December 31, 2005		(189,849		)	(175,259		)
Total shareholders’ equity		802,232			792,867
Total liabilities and shareholders’ equity		$	10,482,202		$	10,391,853

 

See accompanying notes to consolidated financial statements.

 

2

 

INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES

 

Consolidated Statements of Income (Unaudited)

 

(Dollars in Thousands, except per share data)

 

		Three Months Ended March 31,
		2006			2005
Interest income:
Loans, including fees		$	90,402		$	79,825
Federal funds sold		1,376			567
Investment securities:
Taxable		49,256			36,513
Tax-exempt		1,172			1,217
Other interest income		111			197
Total interest income		142,317			118,319
Interest expense:
Savings deposits		8,904			5,474
Time deposits		26,199			14,480
Federal funds purchased and securities sold under repurchase agreements		7,872			5,448
Other borrowings		20,005			11,604
Junior subordinated deferrable interest debentures		5,024			4,200
Total interest expense		68,004			41,206
Net interest income		74,313			77,113
Provision for possible loan losses		597			2,610
Net interest income after provision for possible loan losses		73,716			74,503
Non-interest income:
Service charges on deposit accounts		20,998			20,045
Other service charges, commissions and fees
Banking		6,928			6,045
Non-banking		3,989			1,632
Investment securities transactions, net		—			(26		)
Other investments, net		4,573			4,417
Other income		4,130			10,310
Total non-interest income		40,618			42,423

 

3

 

		Three Months Ended March 31,
		2006			2005
Non-interest expense:
Employee compensation and benefits		$	29,472		$	27,475
Occupancy		6,242			5,448
Depreciation of bank premises and equipment		6,744			5,710
Professional fees		2,931			3,208
Stationery and supplies		1,558			1,367
Amortization of identified intangible assets		1,217			1,298
Advertising		2,956			2,786
Other		27,737			12,732
Total non-interest expense		78,857			60,024
Income before income taxes		35,477			56,902
Provision for income taxes		11,502			19,242
Net income		$	23,975		$	37,660
Basic earnings per common share:
Weighted average number of shares outstanding:		63,492,138			63,603,714
Net income		$	.38		$	.59
Fully diluted earnings per common share:
Weighted average number of shares outstanding:		64,170,136			64,574,730
Net income		$	.37		$	.58

 

See accompanying notes to consolidated financial statements.

 

4

 

INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES

 

Consolidated Statements of Comprehensive Income (Unaudited)

 

(Dollars in Thousands)

 

		Three Months Ended March 31,
		2006			2005
Net income		$	23,975		$	37,660
Other comprehensive loss, net of tax
Unrealized holding losses on securities arising during period, net of reclassification adjustment for losses included in net income		(963		)	(32,235		)
Comprehensive income		$	23,012		$	5,425

 

See accompanying notes to consolidated financial statements.

 

5

 

INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES

 

Consolidated Statements of Cash Flows (Unaudited)

 

(Dollars in Thousands)

 

		Three Months Ended March 31,
		2006			2005
Operating activities:
Net income		$	23,975		$	37,660
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of loan premiums		372			348
Provision for possible loan losses		597			2,610
Amortization of time deposit discounts		—			(1,800		)
Depreciation of bank premises and equipment		6,744			5,710
Loss (gain) on sale of bank premises and equipment		13			(73		)
Depreciation and amortization of leased assets		542			422
Accretion of investment securities discounts		(113		)	(176		)
Amortization of investment securities premiums		987			7,474
Investment securities transactions, net		—			26
Accretion of junior subordinated debenture discounts		147			256
Amortization of identified intangible assets		1,217			1,298
Earnings from affiliates and other investments		(3,339		)	(3,374		)
Stock compensation expense		234			—
Deferred tax (benefit) expense		(6,686		)	568
Increase in accrued interest receivable		(624		)	(2,733		)
Net decrease in other assets		7,147			3,885
Net increase in other liabilities		18,911			15,396
Net cash provided by operating activities		50,124			67,497
Investing activities:
Proceeds from maturities of securities		1,810			500
Proceeds from sales of available-for-sale securities		—			75,960
Purchases of available for sale securities		(363,561		)	(474,819		)
Principal collected on mortgage-backed securities		185,953			163,977
Net increase in loans		(27,131		)	(76,379		)
Distributions (purchases) of other investments		4,627			(19,010		)
Purchases of bank premises and equipment		(18,393		)	(13,052		)
Proceeds from sale of bank premises and equipment		259			407
Net cash used in investing activities		(216,436		)	(342,416		)

 

6

 

		Three Months Ended March 31,
		2006			2005
Financing activities:
Net increase in non-interest bearing demand deposits		$	53,823		$	81,383
Net decrease in savings and interest bearing demand deposits		(11,459		)	(1,925		)
Net increase (decrease) in time deposits		79,564			(50,152		)
Net increase in securities sold under repurchase agreements		2,204			186,208
Proceeds from issuance of other borrowed funds		1,012,000			1,145,000
Principal payments on other borrowed funds		(1,067,001		)	(1,005,003		)
Purchase of treasury stock		(14,590		)	(104		)
Proceeds from stock transactions		709			1,548
Net provided by financing activities		55,250			356,955
(Decrease) increase in cash and cash equivalents		(111,062		)	82,036
Cash and cash equivalents at beginning of period		458,118			195,770
Cash and cash equivalents at end of period		$	347,056		$	277,806
Supplemental cash flow information:
Interest paid		$	68,940		$	39,353
Income taxes paid		—			4,443

 

See accompanying notes to consolidated financial statements.

 

7

 

INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

(Unaudited)

 

Note 1 - Basis of Presentation

 

The accounting and reporting policies of International Bancshares Corporation (“Corporation”) and Subsidiaries (the Corporation and Subsidiaries collectively referred to herein as the “Company”) conform to accounting principles generally accepted in the United States of America and to general practices within the banking industry. The consolidated financial statements include the accounts of the Corporation and its wholly-owned subsidiaries, International Bank of Commerce, Laredo (“IBC”), Commerce Bank, International Bank of Commerce, Zapata, International Bank of Commerce, Brownsville and the Corporation’s wholly-owned non-bank subsidiaries, IBC Subsidiary Corporation, IBC Life Insurance Company, IBC Trading Company, and IBC Capital Corporation, as well as the GulfStar Group in which the Company owns a controlling interest. All significant inter-company balances and transactions have been eliminated in consolidation. The consolidated financial statements are unaudited, but include all adjustments, which, in the opinion of management, are necessary for a fair presentation of the results of the periods presented. All such adjustments were of a normal and recurring nature. It is suggested that these financial statements be read in conjunction with the financial statements and the notes thereto in the Company’s latest Annual Report on Form 10K. The consolidated statement of condition at December 31, 2005 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. Certain reclassifications have been made to make prior periods comparable.

 

The Company operates as one segment. The operating information used by the Company’s chief executive officer for purposes of assessing performance and making operating decisions about the Company is the consolidated statements presented in this report. The Company has four active operating subsidiaries, namely, the bank subsidiaries, otherwise known as International Bank of Commerce, Laredo, Commerce Bank, International Bank of Commerce, Zapata and International Bank of Commerce, Brownsville. The Company applies the provisions of SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information,” in determining its reportable segments and related disclosures. None of the Company’s other subsidiaries meets the 10% threshold for disclosure under SFAS No. 131.

 

All per share data presented has been restated to reflect the stock splits effected through stock dividends, Note 8.

 

Note 2 – Loans

 

A summary of net loans, by loan type at March 31, 2006 and December 31, 2005 is as follows:

 

		March 31, 2006			December 31, 2005
		(Dollars in thousands)
Commercial, financial and agricultural		$	2,317,123		$	2,376,276
Real estate-mortgage		843,513			847,512
Real estate – construction		992,717			901,518
Consumer		201,182			218,607
Foreign		292,739			281,947
Total loans		4,647,274			4,625,860
Unearned discount		(121		)	(168		)
Loans, net of unearned discount		$	4,647,153		$	4,625,692

 

8

 

Note 3 – Stock Options

 

On April 1, 2005, the Board of Directors adopted the 2005 International Bancshares Corporation Stock Option Plan (the “2005 Plan”). The 2005 Plan replaced the 1996 International Bancshares Corporation Key Contributor Stock Option Plan (the “1996 Plan”). Under the 2005 Plan both qualified incentive stock options (“ISOs”) and non-qualified stock options (“NQSOs”) may be granted. Options granted may be exercisable for a period of up to 10 years from the date of grant, excluding ISOs granted to 10% shareholders, which may be exercisable for a period of up to only five years. Through March 31, 2006, 110,950 shares were available for future grants under the 2005 Plan.

 

Through March 31, 2006, the Company has granted non-qualified stock options exercisable for a total of 167,847 shares, adjusted for stock dividends, of Common Stock to certain employees of the GulfStar Group. The grants were not made under either the 1996 Plan or the 2005 Plan. The options are exercisable for a period of seven years and vest in equal increments over a period of five years. All options granted to the GulfStar Group employees had an option price of not less than the fair market value of the Common Stock on the date of grant.

 

On January 1, 2006, the Company adopted the provisions of Statement of Financial Accounting Standards No. 123R, (“SFAS No. 123R”), “Share-Based Payment, (Revised 2004).”  SFAS No. 123R sets accounting requirements for “share-based” compensation to employees and non-employee directors, including employee stock purchase plans, and requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity-based compensation.

 

The Company chose the modified-prospective transition alternative in adopting SFAS 123R. Under the modified-prospective transition method, compensation cost is recognized in financial statements issued subsequent to the date of adoption for all stock-based payments granted, modified or settled after the date of adoption, as well as for any unvested awards that were granted prior to the date of adoption.

 

The fair value of each option award is estimated on the date of grant using a Black-Scholes-Merton option valuation model that uses the assumptions noted in the following table. Expected volatility is based on the historical volatility of the price of the Company’s stock. The Company uses historical data to estimate the expected dividend yield and employee termination rates within the valuation model. The expected term of options is derived from the “simplified” method as prescribed by SEC Staff Accounting Bulletin No. 107. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The fair value of the options granted in 2005 were estimated using the Black-Scholes-Merton option-pricing model based on the assumptions in the following table. Through March 31, 2006, no new options were granted.

 

 

9

 

A summary of option activity under the stock option plans for the three months ended March 31, 2006 is as follows:

 

		Number of options		Weighted average exercise price			Weighted average remaining contractual term (years)		Aggregate intrinsic value ($)
Options outstanding at December 31, 2005		1,626,155		$	16.55
Plus: Options granted		—		—
Less:
Options exercised		65,598		10.81
Options expired		—		—
Options forfeited		10,860		28.63
Options outstanding at March 31, 2006		1,549,697		$	16.71		3.42		$	18,967,000
Options fully vested and exercisable at March 31, 2006		1,017,706		$	11.84		1.76		$	17,239,000

 

Stock-based compensation expense included in the consolidated statements of income for the three months ended March 31, 2006 was approximately $234,000. As of March 31, 2006 there was approximately $2,284,000 of total unrecognized stock-based compensation cost related to non-vested options granted under our plans that will be recognized over a weighted average period of 2.6 years.

 

A summary of the status of the Company’s non-vested options as of March 31, 2006, and changes during the three months ended March 31, 2006, is presented below:

 

Non-vested Options		Options		Weighted average grant- date fair value ($)
Non-vested options at December 31, 2005		546,942		$	7.52
Granted		—		—
Vested		4,091		8.84
Forfeited		10,860		7.40
Non-vested options at March 31, 2006		531,991		$	7.52

 

Other information pertaining to option activity during the three month period ending March 31, 2006 and March 31, 2005 is as follows:

 

		Three Months Ended
		March 31,
		2006			2005
Weighted average grant date fair value of stock options granted		—			$	8.76
Total fair value of stock options vested		$	36,174		$	28,280
Total intrinsic value of stock options exercised		$	1,202,000		$	2,317,000

 

Awards granted prior to the Company’s adoption of SFAS No. 123R were accounted for under the recognition and measurement principles of APB Opinion 25, “Accounting for Stock Issued to Employees,” and related interpretations. Accordingly, no stock-based employee compensation cost is reflected in net income in the accompanying unaudited consolidated statements of income for the three months ended March 31, 2005 because all options granted under the Company’s plans had exercise prices equal to the market value of the underlying common stock on the date of grant.

 

10

 

Pro forma net income and net income per share, as if the Company had applied the fair value recognition provisions of SFAS 123 to stock-based compensation for the period presented prior to the Company’s adoption of SFAS 123R is as follows:

 

		Three Months Ended 2005
		(Dollars in Thousands, except per share data)
Net income, as reported		$	37,660
Deduct: Total stock-based compensation expense determined under the fair value based method for all awards, net of tax related tax effects		(70		)
Pro forma net income		$	37,590
Earnings per share:
Basic earnings
As reported		$	.59
Pro forma		.59
Diluted earnings
As reported		$	.58
Pro forma		.58

 

Note 4 - Investment Securities

 

The Company classifies debt and equity securities into one of three categories:  held-to maturity, available-for-sale, or trading. Such classifications are reassessed for appropriate classification at each reporting date. Securities classified as “held-to-maturity” are carried at amortized cost for financial statement reporting, while securities classified as “available-for-sale” and “trading” are carried at their fair value. Unrealized holding gains and losses are included in net income for those securities classified as “trading”, while unrealized holding gains and losses related to those securities classified as “available-for-sale” are excluded from net income and reported net of tax as other comprehensive income (loss) and accumulated other comprehensive income (loss) until realized.

 

A summary of the investment securities held for investment and securities available-for-sale as reflected on the books of the Company is as follows:

 

		March 31,			December 31,
		2006			2005
		(Dollars in Thousands)
U.S. Treasury securities
Available-for-sale		$	1,298		$	1,298
Mortgage-backed securities
Available-for-sale		4,323,948			4,148,844
States and political subdivisions
Available-for-sale		97,766			99,557
Other
Held-to-maturity		2,375			2,375
Available-for-sale		17,381			17,253
Total investment securities		$	4,442,768		$	4,269,327

 

11

 

Note 5 - Allowance for Possible Loan Losses

 

A summary of the transactions in the allowance for possible loan losses is as follows:

 

		March 31, 2006			March 31, 2005
		(Dollars in Thousands)
Balance at December 31,		$	77,796		$	84,905
Losses charged to allowance		(5,631		)	(1,231		)
Recoveries credited to allowance		333			565
Net losses charged to allowance		(5,298		)	(666		)
Provisions charged to operations		597			2,610
Balance at March 31,		$	73,095		$	86,849

 

Impaired loans are those loans where it is probable that all amounts due according to contractual terms of the loan agreement will not be collected. The Company has identified these loans through its normal loan review procedures. Impaired loans are measured based on (1) the present value of expected future cash flows discounted at the loan’s effective interest rate; (2) the loan’s observable market price; or (3) the fair value of the collateral if the loan is collateral dependent. Substantially all of the Company’s impaired loans are measured at the fair value of the collateral. In limited cases the Company may use other methods to determine the level of impairment of a loan if such loan is not collateral dependent.

 

The following table details key information regarding the Company’s impaired loans:

 

		March 31, 2006			December 31, 2005
		(Dollars in Thousands)
Balance of impaired loans where there is a related allowance for loan loss		$	32,084		$	34,796
Balance of impaired loans where there is no related allowance for loan loss		—			—
Total impaired loans		$	32,084		$	34,796
Allowance allocated to impaired loans		$	16,615		$	20,014

 

The impaired loans included in the table above were primarily comprised of collateral dependent commercial loans, which have not been fully charged off. The average recorded investment in impaired loans was $29,477,000 and $29,909,000 for March 31, 2006 and December 31, 2005, respectively. The interest recognized on impaired loans was not significant. The increases in losses charged to allowance can be attributed to a charge of $5,000,000 related to a loan acquired from the purchase of Local Financial Corporation (“LFIN”).

 

Management of the Company recognizes the risks associated with these impaired loans. However, management’s decision to place loans in this category does not necessarily mean that losses will occur.

 

The bank subsidiaries charge off that portion of any loan which management considers to represent a loss as well as that portion of any other loan which is classified as a “loss” by bank examiners. Commercial and industrial or real estate loans are generally considered by management to represent a loss, in whole or part, when an exposure beyond any collateral coverage is apparent and when no further collection of the loss portion is anticipated based on the borrower’s financial condition and general economic conditions in the borrower’s industry. Generally, unsecured consumer loans are charged-off when 90 days past due.

 

12

 

While management of the Company considers that it is generally able to identify borrowers with financial problems reasonably early and to monitor credit extended to such borrowers carefully, there is no precise method of predicting loan losses. The determination that a loan is likely to be un-collectible and that it should be wholly or partially charged-off as a loss is an exercise of judgment. Similarly, the determination of the adequacy of the allowance for possible loan losses can be made only on a subjective basis. It is the judgment of the Company’s management that the allowance for possible loan losses at March 31, 2006 was adequate to absorb probable losses from loans in the portfolio at that date.

 

Note 6 – Other Borrowed Funds

 

Other borrowed funds include Federal Home Loan Bank borrowings, which are short or long term, variable or fixed borrowings issued by the Federal Home Loan Bank of Dallas at the market price offered at the time of funding. These borrowings are secured by mortgage-backed investment securities and a portion of the Company’s loan portfolio. At March 31, 2006, other borrowed funds totaled $1,815,074,000, a decrease of 2.9% from $1,870,075,000 at December 31, 2005.

 

Note 7 – Junior Subordinated Deferrable Interest Debentures

 

The Company has formed eight statutory business trusts under the laws of the State of Delaware, for the purpose of issuing trust preferred securities. As part of the LFIN acquisition, the Company acquired three additional statutory business trusts previously formed by LFIN for the purpose of issuing trust preferred securities. The eight statutory business trusts formed by the Company and the three business trusts acquired in the LFIN transaction (the “Trusts”) have each issued Capital and Common Securities and invested the proceeds thereof in an equivalent amount of junior subordinated debentures (the “Debentures”) issued by the Company or LFIN, as appropriate. The Company has succeeded to the obligations of LFIN under the LFIN Debentures, which have an outstanding principal balance of $62,115,000. The Debentures will mature on various dates; however the Debentures may be redeemed at specified prepayment prices, in whole or in part after the optional redemption dates specified in the respective indentures or in whole upon the occurrence of any one of certain legal, regulatory or tax events specified in respective indentures. As of March 31, 2006, the principal amount of debentures outstanding totaled $236,538,000.

 

In March 2005, the Federal Reserve Board issued a final rule that would continue to allow the inclusion of trust preferred securities in Tier 1 capital, but with stricter quantitative limits. Under the final rule, after a transition period ending March 31, 2009, the aggregate amount of trust preferred securities and certain other capital elements would be limited to 25% of Tier 1 capital elements, net of goodwill, less any associated deferred tax liability. The amount of trust preferred securities and certain other elements in excess of the limit could be included in Tier 2 capital, subject to restrictions. Bank holding companies with significant international operations will be expected to limit trust preferred securities to 15% of Tier 1 capital elements, net of goodwill; however, they may include qualifying mandatory convertible preferred securities up to the 25% limit. The Company believes that substantially all of the $236,538,000 will be included in Tier 1 capital after the five-year transition period ending March 31, 2009.

 

13

 

The following table illustrates key information about each of the Capital and Common Securities and their interest rate at March 31, 2006:

 

		Junior Subordinated Deferrable Interest Debentures			Repricing Frequency		Interest Rate		Interest Rate Index		Maturity Date		Optional Redemption Date
		(in thousands)
Trust I		$	10,226		Fixed		10.18	%	Fixed		June 2031		June 2011
Trust II		$	25,774		Semi-Annually		7.67	%	LIBOR + 3.75		July 2031		July 2006
Trust III		$	34,021		Semi-Annually		8.42	%	LIBOR + 3.75		December 2031		December 2006
Trust IV		$	22,602		Semi-Annually		8.15	%	LIBOR + 3.70		April 2032		April 2007
Trust V		$	20,469		Quarterly		7.80	%	LIBOR + 3.65		July 2032		July 2007
Trust VI		$	25,549		Quarterly		7.79	%	LIBOR + 3.45		November 2032		November 2007
Trust VII		$	10,310		Quarterly		7.50	%	LIBOR + 3.25		April 2033		April 2008
Trust VIII		$	25,472		Quarterly		7.20	%	LIBOR + 3.05		October 2033		October 2008
LFIN Trust I		$	41,495		Fixed		9.00	%	Fixed		September 2031		September 2006
LFIN Trust II		$	10,310		Semi-Annually		7.55	%	LIBOR + 3.625		July 2032		July 2007
LFIN Trust III		$	10,310		Quarterly		7.79	%	LIBOR + 3.45		November 2032		November 2007
		$	236,538

 

Note 8 – Common Stock and Cash Dividends

 

All per share data presented has been restated to reflect the stock splits effected through stock dividends, which became effective May 2, 2005 and were paid on May 28, 2005. Cash dividends of $.35 per share were paid on May 1, 2006 to all holders of record on April 17, 2006.

 

The Company expanded its formal stock repurchase program on March 9, 2006. Under the expanded stock repurchase program, the Company is authorized to repurchase up to $200,000,000 of its common stock through December 2006. Stock repurchases may be made from time to time, on the open market or through private transactions. Shares repurchased in this program will be held in treasury for reissue for various corporate purposes, including employee stock option plans. As of May 1, 2006, a total of 4,644,272 shares had been repurchased under this program at a cost of $173,029,000. Stock repurchases are reviewed quarterly at the Company’s Board of Directors meetings and the Board of Directors has stated that the aggregate investment in treasury stock should not exceed $220,973,000. In the past, the Board of Directors has increased previous caps on treasury stock once they were met, but there are no assurances that an increase of the $220,973,000 cap will occur in the future. As of May 1, 2006, the Company has approximately $194,002,000 invested in treasury shares, which amount has been accumulated since the inception of the Company.

 

Note 9 - Commitments, Contingent Liabilities and Other Tax Matters

 

The Company is involved in various legal proceedings that are in various stages of litigation. Some of these actions allege “lender liability” claims on a variety of theories and claim actual and punitive damages. The Company has determined, based on discussions with its counsel that any material loss in such actions, individually or in the aggregate, is remote or the damages sought, even if fully recovered, would not be considered material to the consolidated financial position or results of operations of the Company. However, many of these matters are in various stages of proceedings and further developments could cause management to revise its assessment of these matters.

 

The Company’s lead bank subsidiary has invested in partnerships, which have entered into several lease-financing transactions. The lease-financing transactions in two of the partnerships have been examined by the Internal Revenue Service (“IRS”). In both partnerships, the lead bank subsidiary was the owner of a ninety-nine percent (99%) limited partnership interest. The IRS has issued separate Notice of Final Partnership Administrative Adjustments (“FPAA”) to the partnerships and on September 25, 2001, and January 10, 2003, the Company filed lawsuits contesting the adjustments asserted in the FPAAs.

 

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Prior to filing the lawsuits the Company was required to deposit the estimated tax due of approximately $4,083,000 with respect to the first FPAA, and $7,710,606 with respect to the second FPAA, with the IRS pursuant to the Internal Revenue Code. If it is determined that the amount of tax due, if any, related to the lease-financing transactions is less than the amount of the deposits, the remaining amount of the deposits would be returned to the Company.

 

In order to curtail the accrual of additional interest related to the disputed tax benefits and because interest rates were unfavorable, on March 7, 2003, the Company submitted to the IRS a total of approximately $13.7 million which constitutes the interest that would have accrued based on the adjustments proposed in the FPAAs related to both of the lease-financing transactions. If it is determined that the amount of interest due, if any, related to the lease-financing transactions is less than the approximate $13.7 million, the remaining amount of the prepaid interest would be refunded to the Company, plus interest thereon.

 

Beginning August 29, 2005, IBC proceeded to litigate one of the partnership tax cases in the Federal District Court in San Antonio, Texas. On March 31, 2006, the trial court rendered a judgment against the Company on the first FPAA.

 

The Company, through December 31, 2005, had previously expensed approximately $12,000,000 in connection with the lawsuits. Because of the above-referenced trial court judgment against the Company on the first FPAA, the uncertainty of the outcome at the appellate level, and the similarity between the two FPAAs, the Company, as of March 31, 2006, has expensed an additional $13,700,000, approximately. The resultant approximately $25,700,000 expensed is the total of the tax adjustments due and the interest due on such adjustments for both FPAAs. Management intends to appeal the judgment in the first case and will continue to evaluate the merits of each lawsuit and make any appropriate revisions to the amounts, as deemed necessary.

 

As part of the LFIN acquisition, the Company acquired two tax matters. The first relates to deductions taken on amended returns filed by LFIN during 2003 for the tax years ended June 30, 1999 through December 31, 2001. The refunds requested on the amended returns amounted to approximately $7,000,000. At December 31, 2003, LFIN had received approximately $2,000,000 of the total refund requested. Because all the refunds are under review by the IRS, LFIN had established a reserve equal to the $2,000,000 received and did not recognize any benefit for the remaining $5,000,000. The second tax contingency, which is also approximately $7,000,000, relates to permanent differences applicable to prior periods taken as deductions in 2002 and received by LFIN during 2003. LFIN had recorded a reserve equal to the amounts received pending final resolution with the IRS. Both reserves are included in the current income taxes payable of the Company. The Company will continue to monitor the IRS reviews.

 

Note 10 – Capital Ratios

 

The Company had a leverage ratio of 7.28% and 7.26%, risk-weighted Tier 1 capital ratio of 13.01% and 12.97% and risk-weighted total capital ratio of 14.24% and 14.22% at March 31, 2006 and December 31, 2005, respectively. The identified intangibles and goodwill of $327,269,000 as of March 31, 2006, recorded in connection with the acquisitions made by the Company, are deducted from the sum of core capital elements when determining the capital ratios of the Company. The Company actively monitors the regulatory capital ratios to ensure that the Company’s bank subsidiaries are well capitalized under the regulatory framework.

 

In March 2005, the Federal Reserve Board issued a final rule that would continue to allow the inclusion of trust preferred securities in Tier 1 capital, but with stricter quantitative limits. Under the final rule, after a transition period ending March 31, 2009, the aggregate amount of trust preferred securities and certain other capital elements would be limited to 25% of Tier 1 capital elements, net of goodwill, less any associated deferred tax liability. The amount of trust preferred securities and certain other elements in excess of the limit could be included in Tier 2 capital, subject to restrictions. Bank holding companies with significant international operations will be expected to limit trust preferred securities to 15% of Tier 1 capital elements, net of goodwill; however, they may include qualifying mandatory convertible preferred securities up to the 25% limit.

 

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Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Special Cautionary Notice Regarding Forward Looking Information

 

Certain matters discussed in this report, excluding historical information, include forward-looking statements, within the meaning of Section 27A of the Securities Exchange Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created by these sections. Although the Company believes such forward-looking statements are based on reasonable assumptions, no assurance can be given that every objective will be reached. The words “estimate,” “expect,” “intend,” “believe” and “project,” as well as other words or expressions of a similar meaning are intended to identify forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this report. Such statements are based on current expectations, are inherently uncertain, are subject to risks and should be viewed with caution. Actual results and experience may differ materially from the forward-looking statements as a result of many factors.

 

Factors that could cause actual results to differ materially from any results that are projected, forecasted, estimated or budgeted by the Company in forward-looking statements include, among others, the following possibilities:

 

•      Changes in interest rates and market prices, which could reduce the Company’s net interest margins, asset valuations and expense expectations.

 

•      Changes in the capital markets utilized by the Company and its subsidiaries, including changes in the interest rate environment that may reduce margins.

 

•      Changes in state and/or federal laws and regulations to which the Company and its subsidiaries, as well as their customers, competitors and potential competitors, are subject, including, without limitation, changes in the accounting, tax and regulatory treatment of trust preferred securities, as well as changes in banking, tax, securities, insurance and employment laws and regulations.

 

•      Changes in U.S. – Mexico trade, including, without limitation, reductions in border crossings and commerce resulting from the Homeland Security Programs called “US-VISIT,” which is derived from Section 110 of the Illegal Immigration Reform and Immigrant Responsibility Act of 1996.

 

•      The loss of senior management or operating personnel.

 

•      Increased competition from both within and outside the banking industry.

 

•      Changes in local, national and international economic business conditions that adversely affect the Company’s customers and their ability to transact profitable business with the Company, including the ability of its borrowers to repay their loans according to their terms or a change in the value of the related collateral.

 

•      The timing, impact and other uncertainties of the Company’s potential future acquisitions including the Company’s ability to identify suitable potential future acquisition candidates, the success or failure in the integration of their operations and the Company’s ability to maintain its current branch network and to enter new markets successfully and capitalize on growth opportunities.

 

•      Changes in the Company’s ability to pay dividends on its Common Stock.

 

•      The effects of the litigation and proceedings pending with the Internal Revenue Service regarding the Company’s lease financing transactions.

 

•      Additions to the Company’s loan loss allowance as a result of changes in local, national or international conditions which adversely affect the Company’s customers.

 

•      Political instability.

 

•      Technological changes.

 

•      Acts of war or terrorism.

 

•      The effect of changes in accounting policies and practices as may be adopted by the regulatory agencies, as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards Board and other accounting standards setters.

 

It is not possible to foresee or identify all such factors. The Company makes no commitment to update any forward-looking statement, or to disclose any facts, events or circumstances after the date hereof that may affect the accuracy of any forward-looking statement, unless required by law.

 

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Overview

 

The Company, which is headquartered in Laredo, Texas, with more than 200 facilities and more than 330 ATMs, provides banking services for commercial, consumer and international customers of South, Central and Southeast Texas and the State of Oklahoma. The Company is the one of the largest independent commercial bank holding companys headquartered in Texas. The Company, through its bank subsidiaries, is in the business of gathering funds from various sources and investing those funds in order to earn a return. The Company either directly or through a bank subsidiary owns two insurance agencies, a broker/dealer and a majority interest in an investment banking unit that owns a broker/dealer. The Company’s primary earnings come from the spread between the interest earned on interest-bearing assets and the interest paid on interest-bearing liabilities. In addition, the Company generates income from fees on products offered to commercial, consumer and international customers.

 

The Company is very active in facilitating trade along the United States border with Mexico. The Company does a large amount of business with customers domiciled in Mexico. Deposits from persons and entities domiciled in Mexico comprise a large and stable portion of the deposit base of the Company’s bank subsidiaries. The Company also serves the growing Hispanic population through the Company’s facilities located throughout South, Central and Southeast Texas and the State of Oklahoma.

 

Expense control is an essential element in the Company’s long-term profitability. As a result, one of the key ratios the Company monitors is the efficiency ratio, which is a measure of non-interest expense to net-interest income plus non-interest income. Except for the current quarter, the Company’s efficiency ratio has been under 55% for each of the last five years, which the Company’s review indicates is better than average compared to its national peer group. The Company’s efficiency ratio has increased over the last few years because of the Company’s aggressive branch expansion which have added 34 branches in 2005 and 2006. The efficiency ratio for the first quarter of 2006 was negatively affected by the $8.9 million, net of tax, expense recognized as part of the tax litigation. During rapid expansion periods, the Company’s efficiency ratio will suffer but the long term benefits of the expansion should be realized in future periods and the benefits should positively impact the efficiency ratio in future periods.

 

Results of Operations

 

Summary

 

Consolidated Statements of Condition Information

 

		March 31, 2006			December 31, 2005			Percent Increase (Decrease)
		(Dollars in Thousands)
Assets		$	10,482,202		$	10,391,853		.9	%
Net loans		4,574,058			4,547,896			.6
Deposits		6,778,354			6,656,426			1.8
Other borrowed funds		1,815,074			1,870,075			(2.9	)
Junior subordinated deferrable interest debentures		236,538			236,391			.1
Shareholders’ equity		802,232			792,867			1.2

 

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