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INTERNATIONAL BANCSHARES CORP - Quarter Report: 2007 June (Form 10-Q)

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
 THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2007

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 x    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 x

 

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 x

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

 

69,056,925 shares outstanding at

 

 

August 1, 2007

 

 




PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES

Consolidated Statements of Condition (Unaudited)

(Dollars in Thousands)

 

 

June 30,

 

December 31,

 

 

 

2007

 

2006

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Cash and due from banks

 

$

256,219

 

$

268,207

 

Federal funds sold

 

124,000

 

29,000

 

 

 

 

 

 

 

Total cash and cash equivalents

 

380,219

 

297,207

 

 

 

 

 

 

 

Time deposits with banks

 

21,951

 

396

 

 

 

 

 

 

 

Investment securities:

 

 

 

 

 

Held-to-maturity (Market value of $2,325 on June 30, 2007 and $2,375 on December 31, 2006)

 

2,325

 

2,375

 

Available-for-sale (Amortized cost of $3,810,573 on June 30, 2007 and $4,548,236 on December 31, 2006)

 

3,768,993

 

4,488,078

 

 

 

 

 

 

 

Total investment securities

 

3,771,318

 

4,490,453

 

 

 

 

 

 

 

Loans, net of unearned discounts

 

5,127,584

 

5,034,810

 

Less allowance for possible loan losses

 

(66,938

)

(64,537

)

 

 

 

 

 

 

Net loans

 

5,060,646

 

4,970,273

 

 

 

 

 

 

 

Bank premises and equipment, net

 

411,340

 

390,323

 

Accrued interest receivable

 

54,518

 

57,288

 

Other investments

 

309,801

 

345,988

 

Identified intangible assets, net

 

34,166

 

34,358

 

Goodwill, net

 

283,198

 

282,246

 

Other assets

 

39,581

 

42,922

 

 

 

 

 

 

 

Total assets

 

$

10,366,738

 

$

10,911,454

 

 

1




 

 

June 30,

 

December 31,

 

 

 

2007

 

2006

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

Demand—non-interest bearing

 

$

1,459,623

 

$

1,453,476

 

Savings and interest bearing demand

 

2,353,327

 

2,204,451

 

Time

 

3,326,379

 

3,331,991

 

 

 

 

 

 

 

Total deposits

 

7,139,329

 

6,989,918

 

 

 

 

 

 

 

Securities sold under repurchase agreements

 

968,396

 

706,335

 

Other borrowed funds

 

1,066,414

 

2,095,576

 

Junior subordinated deferrable interest debentures

 

242,051

 

210,908

 

Other liabilities

 

76,311

 

66,661

 

 

 

 

 

 

 

Total liabilities

 

9,492,501

 

10,069,398

 

 

 

 

 

 

 

Commitments, Contingent Liabilities and Other Tax Matters (Note 10)

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

 

 

 

 

 

 

Common shares of $1.00 par value. Authorized 275,000,000 shares; issued 95,279,649 shares on June 30, 2007 and 94,846,451 shares on December 31, 2006

 

95,280

 

86,224

 

Surplus

 

142,205

 

138,247

 

Retained earnings

 

883,720

 

861,251

 

Accumulated other comprehensive loss

 

(26,780

)

(40,390

)

 

 

1,094,425

 

1,045,332

 

 

 

 

 

 

 

Less cost of shares in treasury, 26,290,228 shares on June 30, 2007 and 25,643,564 shares on December 31, 2006

 

(220,188

)

(203,276

)

 

 

 

 

 

 

Total shareholders’ equity

 

874,237

 

842,056

 

 

 

 

 

 

 

Total liabilities and shareholders’ equity

 

$

10,366,738

 

$

10,911,454

 

 

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
June 30,

 

Six Months Ended
June 30,

 

 

 

2007

 

2006

 

2007

 

2006

 

 

 

 

 

 

 

 

 

 

 

Interest income:

 

 

 

 

 

 

 

 

 

Loans, including fees

 

$

112,723

 

$

97,202

 

$

221,979

 

$

187,604

 

Federal funds sold

 

821

 

817

 

1,517

 

2,194

 

Investment securities:

 

 

 

 

 

 

 

 

 

Taxable

 

45,782

 

50,110

 

97,438

 

99,366

 

Tax-exempt

 

1,078

 

1,144

 

2,209

 

2,316

 

Other interest income

 

2,004

 

101

 

2,120

 

212

 

 

 

 

 

 

 

 

 

 

 

Total interest income

 

162,408

 

149,374

 

325,263

 

291,692

 

 

 

 

 

 

 

 

 

 

 

Interest expense:

 

 

 

 

 

 

 

 

 

Savings deposits

 

13,695

 

10,139

 

26,791

 

19,043

 

Time deposits

 

36,236

 

29,421

 

71,273

 

55,620

 

Securities sold under repurchase agreements

 

10,213

 

7,676

 

18,535

 

15,548

 

Other borrowings

 

18,177

 

24,728

 

45,382

 

44,733

 

Junior subordinated interest deferrable debentures

 

4,526

 

5,361

 

8,945

 

10,385

 

 

 

 

 

 

 

 

 

 

 

Total interest expense

 

82,847

 

77,325

 

170,926

 

145,329

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

79,561

 

72,049

 

154,337

 

146,363

 

 

 

 

 

 

 

 

 

 

 

Provision for possible loan losses

 

1,198

 

82

 

2,559

 

679

 

 

 

 

 

 

 

 

 

 

 

Net interest income after provision for possible loan losses

 

78,363

 

71,967

 

151,778

 

145,684

 

 

 

 

 

 

 

 

 

 

 

Non-interest income:

 

 

 

 

 

 

 

 

 

Service charges on deposit accounts

 

21,058

 

21,517

 

41,283

 

42,515

 

Other service charges, commissions and fees

 

 

 

 

 

 

 

 

 

Banking

 

8,843

 

7,301

 

16,961

 

14,229

 

Non-banking

 

3,887

 

4,022

 

8,831

 

8,011

 

Gain (loss) on investment securities transactions, net

 

2,257

 

410

 

(14,910

)

410

 

Other investments, net

 

4,785

 

7,384

 

10,568

 

11,957

 

Other income

 

6,436

 

6,388

 

10,774

 

10,517

 

 

 

 

 

 

 

 

 

 

 

Total non-interest income

 

47,266

 

47,022

 

73,507

 

87,639

 

 

3




 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 

2007

 

2006

 

2007

 

2006

 

 

 

 

 

 

 

 

 

 

 

Non-interest expense:

 

 

 

 

 

 

 

 

 

Employee compensation and benefits

 

$

31,962

 

$

30,152

 

$

63,155

 

$

59,624

 

Occupancy

 

8,303

 

6,506

 

15,343

 

12,748

 

Depreciation of bank premises and equipment

 

7,813

 

7,061

 

15,369

 

13,805

 

Professional fees

 

2,791

 

2,539

 

5,469

 

5,470

 

Stationery and supplies

 

1,490

 

1,343

 

2,971

 

2,901

 

Amortization of identified intangible assets

 

1,320

 

1,216

 

2,529

 

2,433

 

Advertising

 

3,169

 

3,088

 

6,420

 

6,044

 

Other

 

16,581

 

15,816

 

34,242

 

43,553

 

 

 

 

 

 

 

 

 

 

 

Total non-interest expense

 

73,429

 

67,721

 

145,498

 

146,578

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

52,200

 

51,268

 

79,787

 

86,745

 

 

 

 

 

 

 

 

 

 

 

Minority interest in consolidated subsidiaries

 

(78

)

 

 

 

Provision for income taxes

 

17,688

 

16,610

 

26,553

 

28,112

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

34,590

 

$

34,658

 

$

53,234

 

$

58,633

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares outstanding:

 

69,313,121

 

69,399,418

 

69,314,282

 

69,619,164

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

.50

 

$

.50

 

$

.77

 

$

.84

 

 

 

 

 

 

 

 

 

 

 

Fully diluted earnings per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares outstanding:

 

69,686,149

 

70,117,255

 

69,820,072

 

70,350,981

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

.50

 

$

.49

 

$

.76

 

$

.83

 

 

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
June 30,

 

Six Months Ended
June 30,

 

 

 

2007

 

2006

 

2007

 

2006

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

34,590

 

$

34,658

 

$

53,234

 

$

58,633

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss), net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net unrealized holding (losses) gains on securities available for sale arising during period

 

(6,815

)

(22,090

)

36,207

 

(23,053

)

Reclassification adjustment for gains (losses) on securities available for sale included in net income

 

 

38

 

(22,597

)

38

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income

 

$

27,775

 

$

12,606

 

$

66,844

 

$

35,618

 

 

See accompanying notes to consolidated financial statements.

5




INTERNATIONAL BANCSHARES CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows (Unaudited)

(Dollars in Thousands)

 

 

Six Months Ended
June 30,

 

 

 

2007

 

2006

 

Operating activities:

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

53,234

 

$

58,633

 

 

 

 

 

 

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Provision for possible loan losses

 

2,559

 

679

 

Amortization of loan premiums

 

233

 

692

 

Accretion of time deposits with banks

 

(32

)

 

(Increase) decrease in loans held for sale

 

(9,801

)

12,462

 

Depreciation of bank premises and equipment

 

15,369

 

13,805

 

Gain on sale of bank premises and equipment

 

(2,431

)

(522

)

Depreciation and amortization of leased assets

 

1,083

 

1,083

 

Accretion of investment securities discounts

 

(321

)

(222

)

Amortization of investment securities premiums

 

2,076

 

2,022

 

Investment securities transactions, net

 

14,910

 

(410

)

Amortization of junior subordinated debenture discounts

 

215

 

294

 

Amortization of identified intangible assets

 

2,529

 

2,433

 

Stock based compensation expense

 

369

 

467

 

Earnings from affiliates and other investments

 

(5,038

)

(7,809

)

Deferred tax benefit

 

(349

)

(2,823

)

Decrease (increase) in accrued interest receivable

 

3,288

 

(3,133

)

Net decrease in other assets

 

2,347

 

1,987

 

Net increase in other liabilities

 

3,360

 

17,220

 

 

 

 

 

 

 

Net cash provided by operating activities

 

83,600

 

96,858

 

 

 

 

 

 

 

Investing activities:

 

 

 

 

 

 

 

 

 

 

 

Proceeds from maturities of securities

 

16,015

 

5,270

 

Proceeds from sales of available for sale securities

 

739,069

 

410

 

Purchases of available for sale securities

 

(484,958

)

(575,121

)

Principal collected on mortgage-backed securities

 

470,673

 

405,949

 

Maturities of time deposits with banks

 

25,084

 

 

Net increase in loans

 

(50,760

)

(217,729

)

Purchases of other investments

 

(5,412

)

(1,866

)

Distributions of other investments

 

49,187

 

4,771

 

Purchases of bank premises and equipment

 

(38,596

)

(40,378

)

Proceeds from sale of bank premises and equipment

 

5,966

 

9,421

 

Adjustment to goodwill related to prior acquisition (Note 10)

 

5,885

 

 

Cash paid in purchase transaction

 

(23,470

)

 

Cash acquired in purchase transaction

 

30,772

 

 

 

 

 

 

 

 

Net provided by (used in) investing activities

 

739,455

 

(409,273

)

 

6




 

 

Six Months Ended
June 30,

 

 

 

2007

 

2006

 

 

 

 

 

 

 

Financing activities:

 

 

 

 

 

 

 

 

 

 

 

Net (decrease) increase in non-interest bearing demand deposits

 

$

(23,191

)

$

15,668

 

Net increase (decrease) in savings and interest bearing demand deposits

 

92,255

 

(95,896

)

Net (decrease) increase in time deposits

 

(37,654

)

74,158

 

Net increase (decrease) in securities sold under repurchase agreements

 

262,061

 

(92,797

)

Net (decrease) increase in other borrowed funds

 

(1,029,409

)

361,998

 

Proceeds of issuance of long-term debt

 

53,609

 

 

Principal payments of long term-debt

 

(22,681

)

 

Purchase of treasury stock

 

(16,912

)

(23,171

)

Proceeds from stock transactions

 

3,992

 

1,038

 

Payment of cash dividends

 

(22,086

)

(22,113

)

Payment of cash dividends in lieu of fractional shares

 

(27

)

 

 

 

 

 

 

 

Net cash (used in) provided by financing activities

 

(740,043

)

218,885

 

 

 

 

 

 

 

Increase (decrease) in cash and cash equivalents

 

83,012

 

(93,530

)

 

 

 

 

 

 

Cash and cash equivalents at beginning of period

 

297,207

 

458,118

 

 

 

 

 

 

 

Cash and cash equivalents at end of period

 

$

380,219

 

$

364,588

 

 

 

 

 

 

 

Supplemental cash flow information:

 

 

 

 

 

Interest paid

 

$

176,295

 

$

143,500

 

Income taxes paid

 

29,981

 

32,975

 

Adjustment to goodwill arising from prior acquisition (Note 10)

 

2,076

 

 

 

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 10-K.  The consolidated statement of condition at December 31, 2006 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 9.

On January 1, 2007, the Company changed its accounting policy related to accounting for contingencies in connection with the adoption of Financial Accounting Standards Board (“FASB”) Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement 109.”  See Note 10 — Commitments, Contingent Liabilities and Other Tax Matters.

Note 2—Acquisition

On March 16, 2007, the Company completed its acquisition of Southwest First Community, Inc. (“Southwest Community”), a bank holding company with approximately $133 million in assets that owned State Bank & Trust in Beeville, Texas and Commercial State Bank in Sinton, Texas.  The transaction was pursuant to the Agreement and Plan of Merger dated December 1, 2006 (the “Merger Agreement”).  The Company paid consideration totaling $23.5 million in cash.

8




Note 3—Loans

A summary of net loans, by loan type at June 30, 2007 and December 31, 2006 is as follows:

 

June 30,

 

December 31,

 

 

 

2007

 

2006

 

 

 

(Dollars in thousands)

 

 

 

 

 

 

 

Commercial, financial and agricultural

 

$

2,305,427

 

$

2,337,573

 

Real estate-mortgage

 

751,812

 

785,401

 

Real estate-construction

 

1,599,838

 

1,404,186

 

Consumer

 

174,546

 

198,580

 

Foreign

 

295,965

 

309,144

 

 

 

 

 

 

 

Total loans

 

5,127,588

 

5,034,884

 

 

 

 

 

 

 

Unearned discount

 

(4

)

(74

)

 

 

 

 

 

 

Loans, net of unearned discount

 

$

5,127,584

 

$

5,034,810

 

 

Note 4—Allowance for Possible Loan Losses

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

 

June 30,

 

June 30,

 

 

 

2007

 

2006

 

 

 

(Dollars in Thousands)

 

 

 

 

 

 

 

Balance at December 31,

 

$

64,537

 

$

77,796

 

 

 

 

 

 

 

Losses charged to allowance

 

(1,947

)

(11,607

)

Recoveries credited to allowance

 

735

 

668

 

Net losses charged to allowance

 

(1,212

)

(10,939

)

 

 

 

 

 

 

Provision charged to operations

 

2,559

 

679

 

Allowance acquired in acquisition (Note 2)

 

1,054

 

 

 

 

 

 

 

 

Balance at June 30,

 

$

66,938

 

$

67,536

 

 

                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.

9




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

 

June 30,

 

December 31,

 

 

 

2007

 

2006

 

 

 

(Dollars in Thousands)

 

 

 

 

 

 

 

Balance of impaired loans where there is a related allowance for loan loss

 

$

19,724

 

$

22,909

 

Balance of impaired loans where there is no related allowance for loan loss

 

 

 

 

 

 

 

 

 

Total impaired loans

 

$

19,724

 

$

22,909

 

 

 

 

 

 

 

Allowance allocated to impaired loans

 

$

7,206

 

$

7,171

 

 

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 $21,081,000 and $25,684,000 for June 30, 2007 and December 31, 2006, respectively.  The interest recognized on impaired loans was not significant.

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.

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 uncollectible 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 June 30, 2007 was adequate to absorb probable losses from loans in the portfolio at that date.

Note 5—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.  As of June 30, 2007, 108,999 shares were available for future grants under the 2005 Plan.

Through June 30, 2007, the Company has granted non-qualified stock options exercisable for a total of 154,420 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.  All options granted to the GulfStar Group employees have been exercised as of July 2007.

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.

10




A summary of option activity under the stock option plans for the three months ended June 30, 2007 is as follows:

 

Number of
options

 

Weighted
average
exercise
price

 

Weighted
average
remaining
contractual term
(years)

 

Aggregate
intrinsic
value ($)

 

 

 

 

 

 

 

 

 

 

 

Options outstanding at December 31, 2006

 

1,515,965

 

$

15.65

 

 

 

 

 

Plus: Options granted

 

62,525

 

26.57

 

 

 

 

 

Less:

 

 

 

 

 

 

 

 

 

Options exercised

 

433,356

 

9.18

 

 

 

 

 

Options expired

 

 

 

 

 

 

 

Options forfeited

 

121,100

 

14.68

 

 

 

 

 

Options outstanding at June 30, 2007

 

1,024,034

 

$

19.21

 

4.03

 

$

7,115,000

 

 

 

 

 

 

 

 

 

 

 

Options fully vested and exercisable at
June 30, 2007

 

582,952

 

$

13.83

 

2.23

 

$

6,946,000

 

 

Stock-based compensation expense included in the consolidated statements of income for the three and six months ended June 30, 2007 was approximately $190,000 and $369,000, respectively.  As of June 30, 2007 there was approximately $1,755,000, of total unrecognized stock-based compensation cost related to non-vested options granted under the Company plans that will be recognized over a weighted average period of 1.8 years.

Note 6—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, or in the case of losses, when deemed other than temporary.

In the first quarter 2007, the Company wrote down approximately $732.0 million of investment securities to fair value, which resulted in an impairment charge of approximately $17.0 million.  The write down was a result of the Company’s strategic identification of certain investment securities that were sold in the second quarter of 2007 with the proceeds used to reduce Federal Home Loan Bank (“FHLB”) borrowings.  The investments sold were certain hybrid mortgage backed securities with a coupon re-set date that exceeded 30 months and a weighted average yield to coupon re-set that was approximately 100 basis points less than the FHLB certificate of indebtedness short term-rate.  The sale of the securities facilitated a repositioning of the balance sheet to a more neutral position in terms of interest rate risk and improved the Company’s operating ratios.

11




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:

 

June 30,

 

December 31,

 

 

 

2007

 

2006

 

 

 

(Dollars in Thousands)

 

 

 

 

 

 

 

U.S. Treasury securities

 

 

 

 

 

Available-for-sale

 

$

1,308

 

$

1,268

 

Mortgage-backed securities

 

 

 

 

 

Available-for-sale

 

3,662,070

 

4,376,284

 

States and political subdivisions

 

 

 

 

 

Available-for-sale

 

90,062

 

95,897

 

Other

 

 

 

 

 

Held-to-maturity

 

2,325

 

2,375

 

Available-for-sale

 

15,553

 

14,629

 

 

 

 

 

 

 

Total investment securities

 

$

3,771,318

 

$

4,490,453

 

 

Note 7—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 June 30, 2007, other borrowed funds totaled $1,066,414,000, a decrease of 49.1% from $2,095,576,000 at December 31, 2006.  The decrease is attributable to the pay-down of borrowings due to the Company’s sale of certain identified investment securities in the second quarter 2007.

Note 8—Junior Subordinated Interest Deferrable Debentures

The Company has formed twelve statutory business trusts under the laws of the State of Delaware, for the purpose of issuing trust preferred securities.  As part of the Local Financial Corporation (“LFIN”) acquisition, the Company acquired three additional statutory business trusts previously formed by LFIN for the purpose of issuing trust preferred securities.  The twelve 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 $20,620,000.  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 August 1, 2007, the Debentures issued by four of the trusts formed by the Company and the Debentures issued by two of the trusts formed by LFIN have been redeemed by the Company.  As of June 30, 2007, the principal amount of debentures outstanding totaled $242,051,000.

On April 22, 2007, pursuant to the Indenture dated as of April 10, 2002, between the Company and Wilmington Trust Company, as Trustee, the Company redeemed all of its Floating Rate Junior Subordinated Debt Securities (the “Debt Securities”), issued to International Bancshares Capital Trust IV (“Trust IV”) at a redemption price equal to approximately $22,681,000, which includes accrued interest to, but not including, the redemption date.

In accordance with the Amended and Restated Declaration of Trust dated as of April 10, 2002 between the Company and Wilmington Trust Company, as Institutional Trustee, the proceeds from the redemption of the Debt Securities were used to simultaneously redeem an equal amount of Trust IV Floating Rate Capital Securities and Floating Rate Common Securities issued by Trust IV.

12




On April 13, 2007, the Company formed International Bancshares Corporation Trust XI (“Trust XI”), its eleventh statutory business trust formed under the laws of the State of Delaware, for the purpose of issuing trust preferred securities.  On April 19, 2007, Trust XI issued $32,000,000 of Capital Securities.  The Capital Securities accrue interest for the first five years at a fixed rate of 6.82% and subsequently at a floating rate of 1.62% over the three month LIBOR, and interest is payable quarterly beginning July 1, 2007.  The Trust XI Capital Securities will mature on July 1, 2037, however, the Capital Securities may be redeemed at specified prepayment prices (a) in whole or in part on any interest payment date on or after July 1, 2012, or (b) in whole or in part within 90 days upon the occurrence of certain legal, regulatory, or tax events.  The Capital Securities are subordinated and junior in right of payment to all present and future senior indebtedness of the Company.  The Company has fully and unconditionally guaranteed the obligation of Trust XI with respect to the Capital Securities.  The Company has the right, unless an Event of Default has occurred and is continuing, to defer payment of interest on the Capital Securities for up to twenty consecutive quarterly periods.  The redemption prior to maturity of any of the Capital Securities may require the prior approval of the Federal Reserve and/or other regulatory agencies.

On June 11, 2007, the Company formed International Bancshares Corporation Trust XII (“Trust XII”), its twelfth statutory business trust formed under the laws of the State of Delaware, for the purpose of issuing trust preferred securities.  On June 26, 2007, Trust XII issued $20,000,000 of Capital Securities.  The Capital Securities accrue interest for the first five years at a fixed rate of 6.851% and subsequently at a floating rate of 1.45% over the three month LIBOR, and interest is payable quarterly beginning September 1, 2007.  The Trust XII Capital Securities will mature on September 1, 2037;  however, the Capital Securities may be redeemed at specified prepayment prices (a) in whole or in part on any interest payment date on or after September 1, 2012, or (b) in whole or in part within 90 days upon the occurrence of certain legal, regulatory, or tax events.  The Capital Securities are subordinated and junior in right of payment to all present and future senior indebtedness of the Company.  The Company has fully and unconditionally guaranteed the obligation of Trust XII with respect to the Capital Securities.  The Company has the right, unless an Event of Default has occurred and is continuing, to defer payment of interest on the Capital Securities for up to twenty consecutive quarterly periods.  The redemption prior to maturity of any of the Capital Securities may require the prior approval of the Federal Reserve and/or other regulatory agencies.

The Debentures are subordinated and junior in right of payment to all present and future senior indebtedness (as defined in the respective indentures) of the Company, and are pari passu with one another.  The interest rate payable on, and the payment terms of the Debentures are the same as the distribution rate and payment terms of the respective issues of Capital and Common Securities issued by the Trusts.  The Company has fully and unconditionally guaranteed the obligations of each of the Trusts with respect to the Capital and Common Securities.  The Company has the right, unless an Event of Default (as defined in the Indentures) has occurred and is continuing, to defer payment of interest on the Debentures for up to ten consecutive semi-annual periods on Trusts I, IV and LFIN Trust II and for up to twenty consecutive quarterly periods on Trusts V, VI, VII, VIII, IX, X, XI and XII and LFIN Trust III.  If interest payments on any of the Debentures are deferred, distributions on both the Capital and Common Securities related to that Debenture would also be deferred.  The redemption prior to maturity of any of the Debentures may require the prior approval of the Federal Reserve and/or other regulatory bodies.

For financial reporting purposes, the Trusts are treated as investments of the Company and not consolidated in the consolidated financial statements.  Although the Capital Securities issued by each of the Trusts are not included as a component of shareholders’ equity on the consolidated statement of condition, the Capital Securities are treated as capital for regulatory purposes.  Specifically, under applicable regulatory guidelines, the Capital Securities issued by the Trusts qualify as Tier 1 capital up to a maximum of 25% of Tier 1 capital on an aggregate basis.  Any amount that exceeds the 25% threshold would qualify as Tier 2 capital.  For June 30, 2007, the total $242,051,000, of the Capital Securities outstanding qualified as Tier 1 capital.

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 current trust preferred securities 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 June 30, 2007:

 

 

Junior
Subordinated
Deferrable
Interest
Debentures

 


Repricing
Frequency

 


Interest Rate

 


Interest Rate
Index

 


Maturity Date

 


Optional
Redemption
Date

 

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trust I

 

$

10,269

 

Fixed

 

10.18%

 

Fixed

 

June 2031

 

June 2011

 

Trust V

 

$

20,619

 

Semi-Annually

 

9.01%

 

LIBOR + 3.65

 

July 2032

 

July 2007

 

Trust VI

 

$

25,737

 

Semi-Annually

 

8.81%

 

LIBOR + 3.45

 

November 2032

 

November 2007

 

Trust VII

 

$

10,310

 

Quarterly

 

8.61%

 

LIBOR + 3.25

 

April 2033

 

April 2008

 

Trust VIII

 

$

25,628

 

Quarterly

 

8.41%

 

LIBOR + 3.05

 

October 2033

 

October 2008

 

Trust IX

 

$

41,238

 

Fixed

 

7.10%

 

Fixed

 

October 2036

 

October 2011

 

Trust X

 

$

34,021

 

Fixed

 

6.66%

 

Fixed

 

February 2037

 

February 2012

 

Trust XI

 

$

32,990

 

Fixed

 

6.82%

 

Fixed

 

July 2037

 

July 2012

 

Trust XII

 

$

20,619

 

Fixed

 

6.85%

 

Fixed

 

September 2037

 

September 2012

 

LFIN Trust II

 

$

10,310

 

Semi-Annually

 

9.03%

 

LIBOR + 3.625

 

July 2032

 

July 2007

 

LFIN Trust III

 

$

10,310

 

Quarterly

 

8.81%

 

LIBOR + 3.45

 

November 2032

 

November 2007

 

 

 

$

242,051

 

 

 

 

 

 

 

 

 

 

 


(1)             LFIN Trust II was redeemed in July 2007, pursuant to the Indenture

(2)             Trust V was redeemed in July 2007, pursuant to the Indenture

(3)             Trust IX, X, XI and XII accrue interest at a fixed rate for the first five years, then floating at LIBOR + 1.62%, 1.65%, 1.62% and 1.45% thereafter, respectively. 

14




Note 9—Common Stock and Dividends

Cash dividends of $.35 per share were paid on May 1, 2007 and May 1, 2006 to all holders of record on April 16, 2007 and April 17, 2006, respectively.  A 10% stock dividend was paid on June 8, 2007 to all holders of record on May 21, 2007.

The Company expanded its formal stock repurchase program on May 3, 2007.  Under the expanded stock repurchase program, the Company is authorized to repurchase up to $225,000,000 of its common stock through December 2008.  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 August 1, 2007, a total of 5,680,022 shares had been repurchased under this program at a cost of $201,292,000.  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 $245,973,000.  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 $245,973,000 cap will occur in the future.  As of August 1, 2007, the Company has approximately $222,265,000 invested in treasury shares, which amount has been accumulated since the inception of the Company.

Note 10—Commitments and 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 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.

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.  The case was tried over nine days beginning August 29, 2005.  On March 31, 2006, the trial court rendered a judgment against the Company on the first FPAA.  IBC timely filed its notice of appeal to the Fifth Circuit Court of Appeals.  All appellate briefs have been filed the appeal will be argued on August 8, 2007.  The other partnership tax case has been stayed by the same Court during the pendency of the appeal.

The Company, through December 31, 2005, had previously expensed approximately $12.0 million 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, through December 31, 2006, has expensed an additional $13.7 million, approximately.  The resultant approximately $25.7 million expensed is the total of the tax adjustments due and the interest due on such adjustments for both FPAAs.  Management intends to continue 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.

15




As part of the LFIN acquisition, two tax matters were transferred to the Company. 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 $7.0 million. At December 31, 2003, LFIN had received approximately $2.0 million of the total refund requested. Because all the refunds are under review by the IRS, LFIN had established a reserve equal to the $2.0 million received and did not recognize any benefit for the remaining $5.0 million. The second tax contingency reserve of $7.0 million was resolved with the IRS in September 2006 and as a result, the second tax contingency reserve is no longer required.  The reserve was applied to the goodwill acquired as part of the LFIN acquisition.  During the first quarter of 2007, the Company favorably resolved the issues with the IRS on the first tax contingency for approximately $7.0 million plus interest accrued thereon.  The Company has applied the refund, including interest accrued prior to the LFIN acquisition, to the goodwill that resulted from the LFIN acquisition.  The Company has booked the remaining portion of the interest accrued on the tax matter subsequent to the LFIN acquisition to earnings.

In June 2006, the Financial Accounting Standards Board issued Financial Interpretation No. 48, (“FIN 48”), “Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109, Accounting for Income Taxes.”  FIN 48 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements.  Under FIN 48, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.  The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement.  FIN 48 also provides guidance on derecognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

The Company adopted the provisions of FIN 48 on January 1, 2007.  As a result of the implementation of FIN 48, the Company recognized no change in the liability for unrecognized tax benefits, thus, there was no change to the January 1, 2007 retained earnings balance.  The total amount of unrecognized tax benefits at January 1, 2007 was $32.5 million, of which $11.8 million would impact the Company’s effective tax rate, if recognized.

The Company recognizes interest accrued related to unrecognized tax benefits in operating expenses and penalties in income tax expense, which is consistent with the recognition of these items in prior reporting periods.  As of January 1, 2007 the Company recorded no additional reserve to the existing $13.6 million liability for the payment of interest and penalties on issues under litigation.  The IRS has assessed approximately $11.8 million plus interest of $13.6 million on the issues under litigation.  The Company does not anticipate any significant changes to the unrecognized tax benefits in the next twelve months.  The Company files income tax returns in the U.S. federal jurisdiction and the State of Oklahoma.  The Company is not subject to examination by any taxing authority for any tax years prior to 2003.

Note 11—Capital Ratios

The Company had a leverage ratio of 7.99% and 7.36%, risk-weighted Tier 1 capital ratio of 12.99% and 12.49% and risk-weighted total capital ratio of 14.14% and 13.61% at June 30, 2007 and December 31, 2006, respectively.  The identified intangibles and goodwill of $317,364,000 as of June 30, 2007, 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 five-year 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.

16




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 in the United States and Mexico.

·                  Technological changes.

·                  Acts of war or terrorism.

·                  Natural disasters.

·                  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.

17




Overview

The Company, which is headquartered in Laredo, Texas, with more than 230 facilities and more than 380 ATMs, provides banking services for commercial, consumer and international customers of South, Central and Southeast Texas and the State of Oklahoma.  The Company is one of the largest independent commercial bank holding companies 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.  The Company monitors this ratio over time to assess the Company’s efficiency relative to its peers and whether the Company is being productive with its long term goals of providing superior returns to the Company’s shareholders.  The first quarter of 2007 was negatively affected by an impairment charge of $13.1 million, after tax, arising from a charge on certain investment securities.  This impairment charge negatively affected the efficiency ratio but does not necessarily reflect a long-term negative trend.  The first quarter of 2006 was negatively affected by a $8.9 million, net of tax expense recognized as part of the tax litigation.  Additionally, the Company’s efficiency ratio has been negatively impacted over the last few years because of the Company’s aggressive branch expansion which has added 57 branches in 2006 and the first half of 2007.  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

 

 


June 30, 2007

 


December 31, 2006

 

Percent Increase
(Decrease)

 

 

 

(Dollars in Thousands)

 

 

 

 

 

 

 

 

 

Assets

 

$

10,366,738

 

$

10,911,454

 

(5.0

)%

Net loans

 

5,060,646

 

4,970,273

 

1.8

 

Deposits

 

7,139,329

 

6,989,918

 

2.1

 

Other borrowed funds

 

1,066,414

 

2,095,576

 

(49.1

)

Junior subordinated deferrable interest debentures

 

242,051

 

210,908

 

14.8

 

Shareholders’ equity

 

874,237

 

842,056

 

3.8

 

 

18




Consolidated Statements of Income Information

 

 

Three Months Ended
June 30,

 

Percent
Increase 
(Decrease)

 

Six Months Ended
June 30,

 

Percent
Increase
(Decrease)

 

 

 

(Dollars in Thousands)

 

 

 

(Dollars in Thousands)

 

 

 

 

 

2007

 

2006

 

 

 

2007

 

2006

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

$

162,408

 

$

149,374

 

8.7

%

$

325,263

 

$

291,692

 

11.5

%

Interest expense

 

82,847

 

77,325

 

7.1

 

170,926

 

145,329

 

17.6

 

Net interest income

 

79,561

 

72,049

 

10.4

 

154,337

 

146,363

 

5.4

 

Provision for possible loan losses

 

1,198

 

82

 

1,361.0

 

2,559

 

679

 

276.9

 

Non-interest income

 

47,266

 

47,022

 

0.5

 

73,507

 

87,639

 

(16.1

)

Non-interest expense

 

73,429

 

67,721

 

8.4

 

145,498

 

146,578

 

(0.7

)

Net income

 

34,590

 

34,658

 

(0.2

)

53,234

 

58,633

 

(9.2

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Per common share (adjusted for stock dividends):

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

.50

 

$

.50

 

0

%

$

.77

 

$

.84

 

(8.3

)%

Diluted

 

.50

 

.49

 

2.0

 

.76

 

.83

 

(8.4

)

 

Net Income

Net income for the first and second quarter of 2007 declined by 0.2% as compared to the same period in 2006.  Net income for the first six months of 2007 was negatively impacted by an impairment charge of $13.1 million, after tax, on certain investments.  A significant portion of the impairment charge is a result of the Company’s strategic identification of certain investment securities that were sold in the second quarter of 2007 with the proceeds from the sales used to reduce Federal Home Loan Bank (“FHLB”) borrowings.  Net income for the same period was positively affected by the sale of the securities, which generated gains of $1.5 million, after tax.  The investments sold were certain hybrid mortgage backed securities with a coupon re-set date that exceeded 30 months and a weighted average yield to coupon re-set that was approximately 100 basis points less than the FHLB certificate of indebtedness short-term rate.  The sale of the securities facilitated a re-positioning of the balance sheet to a more neutral position in terms of interest rate risk and also improved operating ratios.

Net income for the first six months of 2006 was negatively impacted by a $8.9 million, net of tax, charge to operations as a result of the loss of a IRS tax lawsuit that was litigated during the third quarter of 2005 in the Federal District Court in San Antonio, Texas and relates to certain leasing transactions previously discussed in Note 17 of the Notes to Consolidated Financial Statements set forth in the Company’s 2006 Annual Report.  Because of the trial court judgment, uncertainty of the outcome at the appellate level and the similarity between the litigated lawsuit and one that is pending, the Company took the $8.9 million charge, net of tax.

19




Net Interest Income

 

 

Three Months Ended
June 30,

 

Percent
Increase
(Decrease)

 

Six Months Ended
June 30,

 

Percent
Increase
(Decrease)

 

 

 

(in Thousands)

 

 

 

(in Thousands)

 

 

 

 

 

2007

 

2006

 

 

 

2007

 

2006

 

 

 

Interest income:

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans, including fees

 

$

112,723

 

$

97,202

 

16.0

%

$

221,979

 

$

187,604

 

18.3

%

Federal funds sold

 

821

 

817

 

0.5

 

1,517

 

2,194

 

(30.9

)

Investment securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxable

 

45,782

 

50,110

 

(8.6

)

97,438

 

99,366

 

(1.9

)

Tax-exempt

 

1,078

 

1,144

 

(5.8

)

2,209

 

2,316

 

(4.6

)

Other interest income

 

2,004

 

101

 

1,884.2

 

2,120

 

212

 

900.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total interest income

 

162,408

 

149,374

 

8.7

 

325,263

 

291,692

 

11.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

Savings deposits

 

13,695

 

10,139

 

35.1

 

26,791

 

19,043

 

40.7

 

Time deposits

 

36,236

 

29,421

 

23.2

 

71,273

 

55,620

 

28.1

 

Securities sold under repurchase agreements

 

10,213

 

7,676

 

33.1

 

18,535

 

15,548

 

19.2

 

Other borrowings

 

18,177

 

24,728

 

(26.5

)

45,382

 

44,733

 

1.5

 

Junior subordinated interest deferrable debentures

 

4,526

 

5,361

 

(15.6

)

8,945

 

10,385

 

(13.9

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total interest expense

 

82,847

 

77,325

 

7.1

 

170,926

 

145,329

 

17.6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

$

79,561

 

$

72,049

 

(10.4

)%

$

154,337

 

$

146,363

 

5.4

%

 

Net interest income is the spread between income on interest earning assets, such as loans and securities, and the interest expense on liabilities used to fund those assets, such as deposits, repurchase agreements and funds borrowed.  Net interest income is the Company’s largest source of revenue.  Net interest income is affected by both changes in the level of interest rates and changes in the amount and composition of interest earning assets and interest bearing liabilities.

As part of its strategy to manage interest rate risk, the Company strives to manage both assets and liabilities so that interest sensitivities match. One method of calculating interest rate sensitivity is through gap analysis.  A gap is the difference between the amount of interest rate sensitive assets and interest rate sensitive liabilities that re-price or mature in a given time period.  Positive gaps occur when interest rate sensitive assets exceed interest rate sensitive liabilities, and negative gaps occur when interest rate sensitive liabilities exceed interest rate sensitive assets.  A positive gap position in a period of rising interest rates should have a positive effect on net interest income as assets will re-price faster than liabilities.  Conversely, net interest income should contract somewhat in a period of falling interest rates.  Management can quickly change the Company’s interest rate position at any given point in time as market conditions dictate.  Additionally, interest rate changes do not affect all categories of assets and liabilities equally or at the same time.  Analytical techniques employed by the Company to supplement gap analysis include simulation analysis to quantify interest rate risk exposure.  The gap analysis prepared by management is reviewed by the Investment Committee of the Company twice a year (see table on page 25 for the June 30, 2007 gap analysis).  Management currently believes that the Company is properly positioned for interest rate changes; however if management determines at any time that the Company is not properly positioned, it will strive to adjust the interest rate sensitive assets and liabilities in order to manage the effect of interest rate changes.

20




Non-Interest Income

 

 

Three Months Ended
June 30,

 

Percent
Increase
(Decrease)

 

Six Months Ended
June 30,

 

Percent
Increase
(Decrease)

 

 

 

(in Thousands)

 

 

 

(in Thousands)

 

 

 

 

 

2007

 

2006

 

 

 

2007

 

2006

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service charges on deposit accounts

 

$

21,058

 

$

21,517

 

(2.1

)%

$

41,283

 

$

42,515

 

(2.9

)%

Other service charges, commissions and fees

 

 

 

 

 

 

 

 

 

 

 

 

 

Banking

 

8,843

 

7,301

 

21.1

 

16,961

 

14,229

 

19.2

 

Non-banking

 

3,887

 

4,022

 

(3.4

)

8,831

 

8,011

 

10.2

 

Investment securities transactions, net

 

2,257

 

410

 

450.5

 

(14,910

)

410

 

(3,736.6

)

Other investments, net

 

4,785

 

7,384

 

(35.2

)

10,568

 

11,957

 

(11.6

)

Other income

 

6,436

 

6,388

 

0.8

 

10,774

 

10,517

 

2.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total non-interest income

 

$

47,266

 

$

47,022

 

0.5

%

$

73,507

 

$

87,639

 

(16.1

)%

 

The decrease in investment securities transactions can be attributed to a $17.0 million impairment charge recorded in connection with certain investment securities identified for sale in the first quarter 2007, offset by gains of $2.3 million in the second quarter 2007, when the securities were sold.  The impairment charge is a result of the Company’s strategic identification of certain investment securities sold in the second quarter 2007 with the proceeds from the sales used to reduce Federal Home Loan Bank (“FHLB”) borrowings.  The investments sold were certain hybrid mortgage backed securities with a coupon re-set date that exceeded 30 months and a weighted average yield to coupon re-set that was approximately 100 basis points less than the FHLB certificate of indebtedness short-term rate.  The sale of the securities facilitated a re-positioning of the balance sheet to a more neutral position in terms of interest rate risk and improved the Company’s operating ratios.  As a result of this decision, the Company marked the securities to market.   The increase in banking service charges, commissions and fees can be attributed to surcharge and interchange income for use of automated teller machines (ATM) and increased debit card usage by customers.

Non-Interest Expense

 

 

Three Months Ended
June 30,

 

Percent
Increase
(Decrease)

 

Six Months Ended
June 30,

 

Percent
Increase
(Decrease)

 

 

 

(in Thousands)

 

 

 

(in Thousands)

 

 

 

 

 

2007

 

2006

 

 

 

2007

 

2006

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Employee compensation and benefits

 

$

31,962

 

$

30,152

 

6.0

%

$

63,155

 

$

59,624

 

5.9

%

Occupancy

 

8,303

 

6,506

 

27.6

 

15,343

 

12,748

 

20.4

 

Depreciation of bank premises and equipment

 

7,813

 

7,061

 

10.7

 

15,369

 

13,805

 

11.3

 

Professional fees

 

2,791

 

2,539

 

9.9

 

5,469

 

5,470

 

 

Stationery and supplies

 

1,490

 

1,343

 

10.9

 

2,971

 

2,901

 

2.4

 

Amortization of identified intangible assets

 

1,320

 

1,216

 

8.6

 

2,529

 

2,433

 

3.9

 

Advertising

 

3,169

 

3,088

 

2.6

 

6,420

 

6,044

 

6.2

 

Other

 

16,581

 

15,816

 

4.8

 

34,242

 

43,553

 

(21.4

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total non-interest expense

 

$

73,429

 

$

67,721

 

8.4

%

$

145,498

 

$

146,578

 

(0.7

)%

 

The increase in employee compensation and benefits for the three and six months ended June 30, 2007 can be attributed to increased fee income by its investment banking group and an increase in total employees as the result of the bank acquisitions and de novo branching activity at the bank subsidiaries.  Other expense for the six months ended June 30, 2006 reflects $13,640,000 paid to the IRS in connection with the tax lawsuits (See Note 10 to the consolidated financial statements).  Non-interest expense was also affected by the aggressive de novo branching activity that has added 32 new branches in 2006 and 25 branches in 2007, including three acquired in the Southwest First Community acquisition.

21




Financial Condition

Allowance for Possible Loan Losses

The allowance for possible loan losses increased 3.7% to $66,938,000 at June 30, 2007 from $64,537,000 at December 31, 2006.  The provision for possible loan losses charged to expense increased 276.9% to $2,559,000 for the six months ended June 30, 2007 from $679,000 for the same period in 2006.  The increase in the provision for possible loan losses charged to expense can be attributed to the growth in the loan portfolio and the lack of growth in the provision in 2006.  The allowance for possible loan losses was 1.3% of total loans, net of unearned income at June 30, 2007 and at December 31, 2006, respectively.

Investment Securities

Investment securities decreased 16.0% to $3,771,318,000 at June 30, 2007, from $4,490,453,000 at December 31, 2006.  The Company recorded an impairment charge of $17.0 million in the first quarter 2007 related to certain identified investment securities.  The impairment charge is a result of the Company’s strategic identification of certain investment securities that were sold in the second quarter 2007 with the proceeds from the sales used to reduce FHLB borrowings.  The investments sold were certain hybrid mortgage backed securities with a coupon re-set date that exceeded 30 months and a weighted average yield to coupon re-set that was approximately 100 basis points less than the FHLB certificate of indebtedness short-term rate.  The sale of the securities facilitated a re-positioning of the balance sheet to a more neutral position in terms of interest rate risk and also improved operating ratios.  As a result of this decision, the Company marked the securities to market in the first quarter 2007.

Loans

Loans, net of unearned discounts increased 1.8% to $5,127,584,000 at June 30, 2007, from $5,034,810,000 at December 31, 2006.  The increase in loans can be attributed to the Company’s expanded efforts to grow its loan balances.

Deposits

Deposits increased 2.1% to $7,139,329,000 at June 30, 2007, from $6,989,918,000 at December 31, 2006.  The change in deposits is primarily the result of the Company’s internal sales program and the acquisition of Southwest First Community, Inc.

Foreign Operations

On June 30, 2007, the Company had $10,366,738,000 of consolidated assets, of which approximately $295,965,000, or 2.9%, was related to loans outstanding to borrowers domiciled in foreign countries, compared to $309,144,000, or 2.8%, at December 31, 2006.  Of the $295,965,000, 78.7% is directly or indirectly secured by U.S. assets, certificates of deposits and real estate; 20.5% is secured by foreign real estate; .2% is secured by foreign real estate related to maquiladora plants and guaranteed under lease obligations primarily by U.S. companies, many of which are on the Fortune 500 list of companies; and 0.6% is unsecured.

Critical Accounting Policies

The Company has established various accounting policies which govern the application of accounting principles in the preparation of the Company’s consolidated financial statements.  The significant accounting policies are described in the notes to the consolidated financial statements.  Certain accounting policies involve significant subjective judgments and assumptions by management which have a material impact on the carrying value of certain assets and liabilities; management considers such accounting policies to be critical accounting policies.

22




The Company considers its Allowance for Possible Loan Losses as a policy critical to the sound operations of the bank subsidiaries.  The allowance for possible loan losses consists of the aggregate loan loss allowances of the bank subsidiaries.  The allowances are established through charges to operations in the form of provisions for possible loan losses.  Loan losses or recoveries are charged or credited directly to the allowances.  The allowance for possible loan losses of each bank subsidiary is maintained at a level considered appropriate by management, based on estimated probable losses in the loan portfolio.  The allowance is derived from the following elements:  (i) allowances established on specific loans and (ii) allowances based on historical loss experience on the Company’s remaining loan portfolio, which includes general economic conditions and other qualitative risk factors both internal and external to the Company.  See also discussion regarding the allowance for possible loan losses and provision for possible loan losses included in the results of operations and “Provision and Allowance for Possible Loan Losses” included in Notes 1 and 5 of the notes to Consolidated Financial Statements in the Company’s latest Annual Report on Form 10-K for further information regarding the Company’s provision and allowance for possible loan losses policy.

Through December 31, 2005, the Company accounted for stock-based employee compensation plans based on the intrinsic value method provided in Accounting Principles Board Opinion No. 25 “Accounting for Stock Issued to Employees,” (“APB No. 25”), and related interpretations.  Because the exercise price of the Company’s employee stock options equals the market price of the underlying stock on the measurement date, which is generally the date of grant, no compensation expense was recognized on options granted.  Compensation expense for stock awards is based on the market price of the stock on the measurement date, which is generally the date of grant, and is recognized ratably over the service period of the award.

Statement of Financial Accounting Standards No. 123 (“SFAS No. 123”), “Accounting for Stock-Based Compensation,” as amended by Statement of Financial Accounting Standards No. 148 (“SFAS No. 148”), “Accounting for Stock-Based Compensation — Transition and Disclosure, an amendment of FASB Statement No. 123,” requires pro forma disclosures of net income and earnings per share for companies not adopting its fair value accounting method for stock-based employee compensation.  The pro forma disclosures presented in Note 3 in the accompanying Notes to Consolidated Financial Statements included elsewhere in this report use the fair value method of SFAS No. 123 to measure compensation expense for stock-based employee compensation plans.  The fair value of stock options granted was estimated as the measurement date, which is generally the date of grant, using the Black-Sholes-Merton option-pricing model.  This model was developed for use in estimating the fair value of publicly traded options that have no vesting restrictions and are fully transferable.  Additionally, the model requires the input of highly subjective assumptions.  Because the Company’s employee stock options have characteristics significantly different from those of publicly traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the Black-Sholes-Merton option-pricing model does not necessarily provide a reliable single measure of the fair value of the Company’s stock options.

In December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 123R.  Among other things, SFAS No. 123R eliminates the ability to account for stock-based compensation using APB No. 25 and requires that such transactions be recognized as compensation cost in the income statement based on their fair values on the date of the grant.  SFAS No. 123R was adopted by the Company on January 1, 2006.

Liquidity and Capital Resources

The maintenance of adequate liquidity provides the Company’s bank subsidiaries with the ability to meet potential depositor withdrawals, provide for customer credit needs, maintain adequate statutory reserve levels and take full advantage of high-yield investment opportunities as they arise.  Liquidity is afforded by access to financial markets and by holding appropriate amounts of liquid assets.  The Company’s bank subsidiaries derive their liquidity largely from deposits of individuals and business entities.  Deposits from persons and entities domiciled in Mexico comprise a stable portion of the deposit base of the Company’s bank subsidiaries. Other important funding sources for the Company’s bank subsidiaries during 2007 and 2006 have been borrowings from FHLB, securities sold under repurchase agreements and large certificates of deposit, requiring management to closely monitor its asset/liability mix in terms of both rate sensitivity and maturity distribution.  Primary liquidity of the Company and its subsidiaries has been maintained by means of increased investment in shorter-term securities, certificates of deposit and repurchase agreements.  As in the past, the Company will continue to monitor the volatility and cost of funds in an attempt to match maturities of rate-sensitive assets and liabilities and respond accordingly to anticipated fluctuations in interest rates over reasonable periods of time.

The Company maintains an adequate level of capital as a margin of safety for its depositors and shareholders.  At June 30, 2007, shareholders’ equity was $874,237,000 compared to $842,056,000 at December 31, 2006, an increase of $32,181,000, or 3.8%.

23




The Company had a leverage ratio of 7.99% and 7.36%, risk-weighted Tier 1 capital ratio of 12.99% and 12.49% and risk-weighted total capital ratio of 14.14% and 13.61% at June 30, 2007 and December 31, 2006, respectively.  The identified intangibles and goodwill of $317,364,000 as of June 30, 2007, recorded in connection with the Company’s acquisitions, are deducted from the sum of core capital elements when determining the capital ratios of the Company.

As in the past, the Company will continue to monitor the volatility and cost of funds in an attempt to match maturities of rate-sensitive assets and liabilities, and respond accordingly to anticipate fluctuations in interest rates by adjusting the balance between sources and uses of funds as deemed appropriate.  The net-interest rate sensitivity as of June 30, 2007 is illustrated in the table on the following page.  This information reflects the balances of assets and liabilities for which rates are subject to change.  A mix of assets and liabilities that are roughly equal in volume and re-pricing characteristics represents a matched interest rate sensitivity position.  Any excess of assets or liabilities results in an interest rate sensitivity gap.

The Company undertakes an interest rate sensitivity analysis to monitor the potential risk on future earnings resulting from the impact of possible future changes in interest rates on currently existing net asset or net liability positions.  However, this type of analysis is as of a point-in-time position, when in fact that position can quickly change as market conditions, customer needs, and management strategies change. Thus, interest rate changes do not affect all categories of asset and liabilities equally or at the same time.  As indicated in the table, the Company is liability sensitive during the early time periods and asset sensitive in the longer periods.  The Company’s Asset and Liability Committee semi-annually reviews the consolidated position along with simulation and duration models, and makes adjustments as needed to control the Company’s interest rate risk position.  The Company uses modeling of future events as a primary tool for monitoring interest rate risk.

24




 

Interest Rate Sensitivity

(Dollars in Thousands)

 

 

Rate/Maturity

 

June 30, 2007

 


3 Months
or Less

 


Over 3 Months
to 1 Year

 

Over 1
Year to 5
Years

 


Over 5
Years

 


Total

 

 

 

 

 

 

 

 

 

 

 

 

 

Rate sensitive assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal funds sold

 

$

124,000

 

$

 

$

 

$

 

$

124,000

 

Time deposits with banks

 

11,753

 

10,198

 

 

 

21,951

 

Investment securities

 

145,744

 

798,815

 

2,659,919

 

166,840

 

3,771,318

 

Loans, net of non-accruals

 

3,853,765

 

295,067

 

424,253

 

539,792

 

5,112,877

 

 

 

 

 

 

 

 

 

 

 

 

 

Total earning assets

 

$

4,135,262

 

$

1,104,080

 

$

3,084,172

 

$

706,632

 

$

9,030,146

 

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative earning assets

 

$

4,135,262

 

$

5,239,342

 

$

8,823,514

 

$

9,030,146

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rate sensitive liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Time deposits

 

$

1,432,544

 

$

1,529,064

 

$

363,487

 

$

1,284

 

$

3,326,379

 

Other interest bearing deposits

 

2,353,327

 

 

 

 

2,353,327

 

Securities sold under repurchase agreements

 

319,024

 

148,022

 

201,350

 

300,000

 

968,396

 

Other borrowed funds

 

1,066,345

 

 

 

69

 

1,066,414

 

Junior subordinated deferrable interest debentures

 

231,782

 

 

 

10,269

 

242,051

 

 

 

 

 

 

 

 

 

 

 

 

 

Total interest bearing liabilities

 

$

5,403,022

 

$

1,677,086

 

$

564,837

 

$

311,622

 

$

7,956,567

 

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative sensitive liabilities

 

$

5,403,022

 

$

7,080,108

 

$

7,644,945

 

$

7,956,567

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Repricing gap

 

$

(1,267,760

)

$

(573,006

)

$

2,519,335

 

$

395,010

 

$

1,073,579

 

Cumulative repricing gap

 

(1,267,760

)

(1,840,766

)

678,569

 

1,073,579

 

 

 

Ratio of interest-sensitive assets to liabilities

 

.77

 

.66

 

5.46

 

2.269

 

1.14

 

Ratio of cumulative, interest- sensitive assets to liabilities

 

.77

 

.74

 

1.09

 

1.14

 

 

 

 

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

During the first six months of 2007, there were no material changes in market risk exposures that affected the quantitative and qualitative disclosures regarding market risk presented under the caption “Liquidity and Capital Resources” located on pages 18 through 23 of the Company’s 2006 Annual Report as filed as an exhibit to the Company’s Form 10-K for the year ended December 31, 2006.

25




Item 4.  Controls and Procedures

Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within specified time periods.  As of the end of the period covered by this Quarterly Report on Form 10-Q, the Company’s principal executive officer and principal financial officer evaluated, with the participation of the Company’s management, the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act rules 13a-15(e) and 15d-15(e)).  Based on the evaluation, which disclosed no material weaknesses, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report.

Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1.  Legal Proceedings

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 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.

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.  The case was tried over nine days beginning August 29, 2005.  On March 31, 2006, the trial court rendered a judgment against the Company on the first FPAA.  IBC timely filed its notice of appeal to the Fifth Circuit Court of Appeals.  All appellate briefs have been filed and the appeal will be argued on August 8, 2007.  The other partnership tax case has been stayed by the same Court during the pendency of the appeal.

26




The Company, through December 31, 2005, had previously expensed approximately $12.0 million 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, through December 31, 2006, has expensed an additional $13.7 million, approximately.  The resultant approximately $25.7 million expensed is the total of the tax adjustments due and the interest due on such adjustments for both FPAAs.  Management intends to continue 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, two tax matters were transferred to the Company. 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 $7.0 million. At December 31, 2003, LFIN had received approximately $2.0 million of the total refund requested. Because all the refunds are under review by the IRS, LFIN had established a reserve equal to the $2.0 million received and did not recognize any benefit for the remaining $5.0 million. The second tax contingency reserve of $7.0 million was resolved with the IRS in September 2006 and as a result, the second tax contingency reserve is no longer required.  The reserve was applied to the goodwill acquired as part of the LFIN acquisition.  During the first quarter of 2007, the Company favorably resolved the issues with the IRS on the first tax contingency for approximately $7.0 million, plus interest accrued thereon.  The Company has applied the refund, including interest accrued prior to the LFIN acquisition, to the goodwill that resulted from the LFIN acquisition.  The Company has booked the remaining portion of the interest accrued on the tax matter subsequent to the LFIN acquisition to earnings.

In June 2006, the Financial Accounting Standards Board issued Financial Interpretation No. 48, (“FIN 48”), “Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109, Accounting for Income Taxes.”  FIN 48 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements.  Under FIN 48, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.  The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement.  FIN 48 also provides guidance on derecognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

The Company adopted the provisions of FIN 48 on January 1, 2007.  As a result of the implementation of FIN 48, the Company recognized no change in the liability for unrecognized tax benefits, thus, there was no change to the January 1, 2007 retained earnings balance.  The total amount of unrecognized tax benefits at January 1, 2007 is $32.5 million, of which $11.8 million would impact the Company’s effective tax rate, if recognized.

The Company recognizes interest accrued related to unrecognized tax benefits in operating expenses and penalties in income tax expense, which is consistent with the recognition of these items in prior reporting periods.  As of January 1, 2007 the Company recorded no additional reserve to the existing $13.6 million liability for the payment of interest and penalties on issues under litigation.  The IRS has assessed approximately $11.8 million plus interest of $13.6 million on the issues under litigation.  The Company does not anticipate any significant changes to the unrecognized tax benefits in the next twelve months. The Company is not subject to examination by any taxing authority for any tax years prior to 2003.

1A. Risk Factors

There were no material changes in the risk factors as previously disclosed in Item 1A to Part I of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006.

27




Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

The Company expanded its formal stock repurchase program on May 3, 2007.  Under the expanded stock repurchase program, the Company is authorized to repurchase up to $225,000,000 of its common stock through December 2008.  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 August 1, 2007, a total of 5,680,022 shares had been repurchased under this program at a cost of $201,292,000.  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 $245,973,000.  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 $245,973,000 cap will occur in the future.  As of August 1, 2007, the Company has approximately $222,265,000 invested in treasury shares, which amount has been accumulated since the inception of the Company.

Share repurchases are only conducted under publicly announced repurchase programs approved by the Board of Directors.  The following table includes information about share repurchases for the quarter ended June 30, 2007.

 

 

Total Number of
Shares Purchased

 

Average Price
Paid Per
Share

 

Shares Purchased as
Part of a Publicly-
Announced
Program

 

Approximate Dollar
Value of Shares
Available for
Repurchase(1)

 

April 1 - April 31, 2007

 

11,143

 

26.88

 

1,100

 

$

15,256,000

 

May 1 - May 31, 2007

 

5,968

 

26.16

 

 

40,099,000

 

June 1 - June 30, 2007

 

552,050

 

25.93

 

542,612

 

25,785,000

 

 

 

569,161

 

$

25.95

 

543,612

 

 

 


(1)             The formal stock repurchase program was initiated in 1999 and has been expanded periodically with the most recent expansion occurring in May 2007.  The current program allows for the repurchase of up to $225,000,000 of treasury stock through December 2008 of which $25,785,000 remains.

28




Item 4.  Submission of Matters to a Vote of Security Holders

The Annual Meeting of Shareholders of the Company was held May 21, 2007 for the consideration of the following items, each of which was approved by the number of votes set forth below:

 

 

 

 

Votes

 

Votes

 

 

 

 

 

For

 

Withheld

 

 

 

 

 

 

 

 

 

1.

 

To elect eleven (11) directors of the Company until the next Annual Meeting of Shareholders and until their successors are elected and qualified; The following directors, constituting the entire board of directors, were elected:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lester Avigael

 

51,959,476

 

773,327

 

 

 

Irving Greenblum

 

52,404,500

 

440,045

 

 

 

R. David Guerra

 

50,874,636

 

1,969,909

 

 

 

Daniel B. Hastings, Jr.

 

52,565,699

 

278,846

 

 

 

Richard E. Haynes

 

52,526,300

 

318,245

 

 

 

Imelda Navarro

 

50,321,527

 

2,525,018

 

 

 

Sioma Neiman

 

46,584,229

 

6,260,316

 

 

 

Peggy J. Newman

 

46,648,943

 

6,195,602

 

 

 

Dennis E. Nixon

 

50,594,823

 

2,249,722

 

 

 

Leonardo Salinas

 

52,654,484

 

190,061

 

 

 

A.R. Sanchez, Jr.

 

50,805,873

 

2,038,672

 

 

 

 

Broker Non-Votes:          111,742

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Votes

 

Votes

 

 

 

 

 

For

 

Against

 

 

 

 

 

 

 

 

 

2.

 

To ratify the appointment of KPMG LLP as independent auditors for the 2007 fiscal year

 

51,410,482

 

160,300

 

 

 

 

 

 

 

 

 

 

 

Abstentions :     74,946

Broker Non-Votes:            5,847

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Item 6.  Exhibits

        The following exhibits are filed as a part of this Report:

31(a) —Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31(b) —Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32(a) —Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32(b) —Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

29




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

INTERNATIONAL BANCSHARES CORPORATION

 

 

 

 

 

 

Date:

August 8, 2007

 

 

/s/ Dennis E. Nixon

 

 

Dennis E. Nixon

 

 

President

 

 

 

 

 

 

Date:

August 8, 2007

 

 

/s/ Imelda Navarro

 

 

Imelda Navarro

 

 

Treasurer

 

30