Annual Statements Open main menu

PROSPERITY BANCSHARES INC - Quarter Report: 2019 June (Form 10-Q)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

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

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2019

OR

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: 001-35388

 

PROSPERITY BANCSHARES, INC.®

(Exact name of registrant as specified in its charter)

 

 

TEXAS

74-2331986

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification No.)

 

Prosperity Bank Plaza

 

4295 San Felipe, Houston, Texas

77027

(Address of principal executive offices)

(Zip Code)

 

(281) 269-7199

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common stock, par value $1.00 per share

 

PB

 

New York Stock Exchange, Inc.

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      No  

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes      No  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “accelerated filer”, “large accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

 

Large Accelerated Filer

 

Accelerated Filer

 

 

 

 

 

Non-accelerated Filer

 

Smaller Reporting Company

 

 

 

 

 

 

 

 

Emerging Growth Company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    

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

As of July 30, 2019, there were 69,053,368 outstanding shares of the registrant’s Common Stock, par value $1.00 per share.  

 

 

 


 

PROSPERITY BANCSHARES, INC.® AND SUBSIDIARIES

INDEX TO FORM 10-Q

 

PART I—FINANCIAL INFORMATION

 

 

 

 

Item 1.

Financial Statements

3

 

Consolidated Balance Sheets as of June 30, 2019 (unaudited) and December 31, 2018

3

 

Consolidated Statements of Income for the Three and Six Months Ended June 30, 2019 and 2018 (unaudited)

4

 

Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2019 and 2018 (unaudited)

5

 

Consolidated Statements of Changes in Shareholders’ Equity for the Three and Six Months Ended June 30, 2019 and 2018 (unaudited)

6

 

Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2019 and 2018 (unaudited)

7

 

Notes to Consolidated Financial Statements (unaudited)

8

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

32

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

53

Item 4.

Controls and Procedures

53

 

 

PART II—OTHER INFORMATION

 

 

 

 

Item 1.

Legal Proceedings

55

Item 1A.

Risk Factors

55

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

55

Item 3.

Defaults Upon Senior Securities

55

Item 4.

Mine Safety Disclosures

55

Item 5.

Other Information

55

Item 6.

Exhibits

56

Signatures

57

 

 

 

2


 

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

PROSPERITY BANCSHARES, INC.® AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

 

June 30,

 

 

December 31,

 

 

 

2019

 

 

2018

 

 

 

(unaudited)

 

 

 

 

 

 

 

(Dollars in thousands, except par value)

 

ASSETS

 

 

 

 

 

 

 

 

Cash and due from banks

 

$

302,069

 

 

$

410,575

 

Federal funds sold

 

 

555

 

 

 

552

 

Total cash and cash equivalents

 

 

302,624

 

 

 

411,127

 

Available for sale securities, at fair value

 

 

306,777

 

 

 

84,155

 

Held to maturity securities, at cost (fair value of $8,656,409 and $9,081,236, respectively)

 

 

8,645,163

 

 

 

9,324,811

 

Total securities

 

 

8,951,940

 

 

 

9,408,966

 

Loans held for sale

 

 

20,315

 

 

 

29,367

 

Loans held for investment

 

 

10,567,060

 

 

 

10,340,946

 

Total loans

 

 

10,587,375

 

 

 

10,370,313

 

Less: allowance for credit losses

 

 

(87,006

)

 

 

(86,440

)

Loans, net

 

 

10,500,369

 

 

 

10,283,873

 

Accrued interest receivable

 

 

57,382

 

 

 

56,532

 

Goodwill

 

 

1,900,845

 

 

 

1,900,845

 

Core deposit intangibles, net

 

 

30,299

 

 

 

32,883

 

Bank premises and equipment, net

 

 

262,479

 

 

 

257,046

 

Other real estate owned

 

 

2,005

 

 

 

1,805

 

Bank owned life insurance (BOLI)

 

 

261,372

 

 

 

260,335

 

Federal Home Loan Bank of Dallas stock

 

 

56,459

 

 

 

55,959

 

Other assets

 

 

49,447

 

 

 

24,031

 

TOTAL ASSETS

 

$

22,375,221

 

 

$

22,693,402

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

LIABILITIES:

 

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

 

 

Noninterest-bearing

 

$

5,691,236

 

 

$

5,666,115

 

Interest-bearing

 

 

11,196,393

 

 

 

11,590,443

 

Total deposits

 

 

16,887,629

 

 

 

17,256,558

 

Other borrowings

 

 

940,874

 

 

 

1,031,126

 

Securities sold under repurchase agreements

 

 

313,825

 

 

 

284,720

 

Accrued interest payable

 

 

5,171

 

 

 

4,201

 

Other liabilities

 

 

99,827

 

 

 

63,973

 

Total liabilities

 

 

18,247,326

 

 

 

18,640,578

 

COMMITMENTS AND CONTINGENCIES

 

 

 

 

 

 

SHAREHOLDERS’ EQUITY:

 

 

 

 

 

 

 

 

Preferred stock, $1 par value; 20,000,000 shares authorized; none issued or outstanding

 

 

 

 

 

 

Common stock, $1 par value; 200,000,000 shares authorized; 69,261,431 shares issued and outstanding at June 30, 2019; 69,846,825 shares issued and outstanding at December 31, 2018

 

 

69,261

 

 

 

69,847

 

Capital surplus

 

 

2,012,665

 

 

 

2,045,351

 

Retained earnings

 

 

2,044,696

 

 

 

1,937,316

 

Accumulated other comprehensive income —net unrealized gain on available for sale securities, net of tax expense of $338 and $82, respectively

 

 

1,273

 

 

 

310

 

Total shareholders’ equity

 

 

4,127,895

 

 

 

4,052,824

 

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

 

$

22,375,221

 

 

$

22,693,402

 

 

 

See notes to consolidated financial statements.

 

3


 

PROSPERITY BANCSHARES, INC.® AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

 

(Dollars in thousands, except per share data)

 

INTEREST INCOME:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans, including fees

 

$

133,525

 

 

$

128,445

 

 

$

263,590

 

 

$

244,691

 

Securities

 

 

53,944

 

 

 

55,577

 

 

 

109,592

 

 

 

110,034

 

Federal funds sold and other earning assets

 

 

318

 

 

 

299

 

 

 

720

 

 

 

614

 

Total interest income

 

 

187,787

 

 

 

184,321

 

 

 

373,902

 

 

 

355,339

 

INTEREST EXPENSE:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

 

26,562

 

 

 

16,061

 

 

 

51,690

 

 

 

30,533

 

Other borrowings

 

 

5,556

 

 

 

6,046

 

 

 

10,873

 

 

 

9,019

 

Securities sold under repurchase agreements

 

 

831

 

 

 

411

 

 

 

1,590

 

 

 

761

 

Total interest expense

 

 

32,949

 

 

 

22,518

 

 

 

64,153

 

 

 

40,313

 

NET INTEREST INCOME

 

 

154,838

 

 

 

161,803

 

 

 

309,749

 

 

 

315,026

 

PROVISION FOR CREDIT LOSSES

 

 

800

 

 

 

4,000

 

 

 

1,500

 

 

 

13,000

 

NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES

 

 

154,038

 

 

 

157,803

 

 

 

308,249

 

 

 

302,026

 

NONINTEREST INCOME:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nonsufficient funds (NSF) fees

 

 

7,973

 

 

 

7,828

 

 

 

15,789

 

 

 

15,655

 

Credit card, debit card and ATM card income

 

 

6,480

 

 

 

6,335

 

 

 

12,451

 

 

 

12,296

 

Service charges on deposit accounts

 

 

4,989

 

 

 

5,150

 

 

 

9,987

 

 

 

10,425

 

Trust income

 

 

2,558

 

 

 

2,251

 

 

 

5,153

 

 

 

4,979

 

Mortgage income

 

 

990

 

 

 

1,109

 

 

 

1,712

 

 

 

1,872

 

Brokerage income

 

 

541

 

 

 

687

 

 

 

1,214

 

 

 

1,312

 

Gain (loss) on sale of assets

 

 

2

 

 

 

(44

)

 

 

60

 

 

 

(44

)

Net loss on sale of securities

 

 

 

 

 

(13

)

 

 

 

 

 

(13

)

Other

 

 

6,425

 

 

 

5,068

 

 

 

11,736

 

 

 

9,827

 

Total noninterest income

 

 

29,958

 

 

 

28,371

 

 

 

58,102

 

 

 

56,309

 

NONINTEREST EXPENSE:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

 

52,941

 

 

 

53,360

 

 

 

104,014

 

 

 

103,759

 

Net occupancy and equipment

 

 

5,492

 

 

 

5,692

 

 

 

10,958

 

 

 

11,301

 

Credit and debit card, data processing and software amortization

 

 

4,904

 

 

 

4,356

 

 

 

9,477

 

 

 

8,804

 

Regulatory assessments and FDIC insurance

 

 

2,325

 

 

 

3,575

 

 

 

4,699

 

 

 

7,150

 

Core deposit intangibles amortization

 

 

1,265

 

 

 

1,501

 

 

 

2,584

 

 

 

3,069

 

Depreciation

 

 

3,111

 

 

 

3,054

 

 

 

6,215

 

 

 

6,087

 

Communications

 

 

2,183

 

 

 

2,606

 

 

 

4,453

 

 

 

5,186

 

Other real estate expense, net

 

 

66

 

 

 

93

 

 

 

(28

)

 

 

304

 

Other

 

 

8,534

 

 

 

9,365

 

 

 

17,020

 

 

 

17,996

 

Total noninterest expense

 

 

80,821

 

 

 

83,602

 

 

 

159,392

 

 

 

163,656

 

INCOME BEFORE INCOME TAXES

 

 

103,175

 

 

 

102,572

 

 

 

206,959

 

 

 

194,679

 

PROVISION FOR INCOME TAXES

 

 

20,917

 

 

 

20,975

 

 

 

42,299

 

 

 

38,721

 

NET INCOME

 

$

82,258

 

 

$

81,597

 

 

$

164,660

 

 

$

155,958

 

EARNINGS PER SHARE:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

1.18

 

 

$

1.17

 

 

$

2.36

 

 

$

2.23

 

Diluted

 

$

1.18

 

 

$

1.17

 

 

$

2.36

 

 

$

2.23

 

 

See notes to consolidated financial statements.

 

4


 

PROSPERITY BANCSHARES, INC.® AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

 

(Dollars in thousands)

 

Net income

 

$

82,258

 

 

$

81,597

 

 

$

164,660

 

 

$

155,958

 

Other comprehensive income, before tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities available for sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in unrealized gain during the period

 

 

716

 

 

 

380

 

 

 

1,219

 

 

 

580

 

Total other comprehensive income

 

 

716

 

 

 

380

 

 

 

1,219

 

 

 

580

 

Deferred taxes related to other comprehensive income

 

 

(150

)

 

 

(80

)

 

 

(256

)

 

 

(122

)

Other comprehensive income, net of tax

 

 

566

 

 

 

300

 

 

 

963

 

 

 

458

 

Comprehensive income

 

$

82,824

 

 

$

81,897

 

 

$

165,623

 

 

$

156,416

 

 

See notes to consolidated financial statements.

 

 

5


 

PROSPERITY BANCSHARES, INC.® AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(UNAUDITED)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

Total

 

 

 

Common Stock

 

 

Capital

 

 

Retained

 

 

Comprehensive

 

 

Shareholders’

 

 

 

Shares

 

 

Amount

 

 

Surplus

 

 

Earnings

 

 

Income

 

 

Equity

 

 

 

(In thousands, except share and per share data)

 

Three Months Ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE AT MARCH 31, 2019

 

 

69,845,925

 

 

$

69,846

 

 

$

2,048,156

 

 

$

1,991,081

 

 

$

707

 

 

$

4,109,790

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

82,258

 

 

 

 

 

 

 

82,258

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

566

 

 

 

566

 

Common stock issued in connection with the issuance of restricted stock awards, net

 

 

14,334

 

 

 

14

 

 

 

(14

)

 

 

 

 

 

 

 

 

 

 

 

Common stock repurchase

 

 

(598,828

)

 

 

(599

)

 

 

(37,822

)

 

 

 

 

 

 

 

 

 

 

(38,421

)

Stock based compensation expense

 

 

 

 

 

 

 

 

 

 

2,345

 

 

 

 

 

 

 

 

 

 

 

2,345

 

Cash dividends declared, $0.41 per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(28,643

)

 

 

 

 

 

 

(28,643

)

BALANCE AT JUNE 30, 2019

 

 

69,261,431

 

 

$

69,261

 

 

$

2,012,665

 

 

$

2,044,696

 

 

$

1,273

 

 

$

4,127,895

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE AT DECEMBER 31, 2018

 

 

69,846,825

 

 

$

69,847

 

 

$

2,045,351

 

 

$

1,937,316

 

 

$

310

 

 

$

4,052,824

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

164,660

 

 

 

 

 

 

 

164,660

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

963

 

 

 

963

 

Common stock issued in connection with the issuance of restricted stock awards, net

 

 

13,434

 

 

 

13

 

 

 

(13

)

 

 

 

 

 

 

 

 

 

 

 

Common stock repurchase

 

 

(598,828

)

 

 

(599

)

 

 

(37,822

)

 

 

 

 

 

 

 

 

 

 

(38,421

)

Stock based compensation expense

 

 

 

 

 

 

 

 

 

 

5,149

 

 

 

 

 

 

 

 

 

 

 

5,149

 

Cash dividends declared, $0.82 per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(57,280

)

 

 

 

 

 

 

(57,280

)

BALANCE AT JUNE 30, 2019

 

 

69,261,431

 

 

$

69,261

 

 

$

2,012,665

 

 

$

2,044,696

 

 

$

1,273

 

 

$

4,127,895

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

Total

 

 

 

Common Stock

 

 

Capital

 

 

Retained

 

 

Comprehensive

 

 

Shareholders’

 

 

 

Shares

 

 

Amount

 

 

Surplus

 

 

Earnings

 

 

Income

 

 

Equity

 

 

 

(In thousands, except share and per share data)

 

Three Months Ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE AT MARCH 31, 2018

 

 

69,819,286

 

 

$

69,819

 

 

$

2,037,498

 

 

$

1,768,783

 

 

$

45

 

 

$

3,876,145

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

81,597

 

 

 

 

 

 

 

81,597

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

300

 

 

 

300

 

Common stock issued in connection with the issuance of restricted stock awards, net

 

 

18,900

 

 

 

19

 

 

 

(19

)

 

 

 

 

 

 

 

 

 

 

 

Stock based compensation expense

 

 

 

 

 

 

 

 

 

 

2,553

 

 

 

 

 

 

 

 

 

 

 

2,553

 

Cash dividends declared, $0.36 per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(25,143

)

 

 

 

 

 

 

(25,143

)

BALANCE AT JUNE 30, 2018

 

 

69,838,186

 

 

 

69,838

 

 

 

2,040,032

 

 

 

1,825,237

 

 

 

345

 

 

 

3,935,452

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE AT DECEMBER 31, 2017

 

 

69,490,910

 

 

$

69,491

 

 

$

2,035,219

 

 

$

1,719,557

 

 

$

(113

)

 

$

3,824,154

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

155,958

 

 

 

 

 

 

 

155,958

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

458

 

 

 

458

 

Common stock issued in connection with the issuance of restricted stock awards, net

 

 

347,276

 

 

 

347

 

 

 

(347

)

 

 

 

 

 

 

 

 

 

 

 

Stock based compensation expense

 

 

 

 

 

 

 

 

 

 

5,160

 

 

 

 

 

 

 

 

 

 

 

5,160

 

Cash dividends declared, $0.72 per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(50,278

)

 

 

 

 

 

 

(50,278

)

BALANCE AT JUNE 30, 2018

 

 

69,838,186

 

 

$

69,838

 

 

$

2,040,032

 

 

$

1,825,237

 

 

$

345

 

 

$

3,935,452

 

 

See notes to consolidated financial statements.

 

 

6


 

PROSPERITY BANCSHARES, INC.® AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

 

 

Six Months Ended

 

 

 

June 30,

 

 

 

2019

 

 

2018

 

 

 

(Dollars in thousands)

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

Net income

 

$

164,660

 

 

$

155,958

 

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

 

 

 

 

 

 

 

 

Depreciation and core deposit intangibles amortization

 

 

8,799

 

 

 

9,156

 

Provision for credit losses

 

 

1,500

 

 

 

13,000

 

Net amortization of premium on investments

 

 

14,196

 

 

 

16,203

 

Net (gain) loss on sale of other real estate

 

 

(231

)

 

 

132

 

Net loss on sale of investment securities

 

 

 

 

 

13

 

Net (gain) loss on sale of assets

 

 

(60

)

 

 

44

 

Net accretion of discount on loans

 

 

(3,020

)

 

 

(7,549

)

Net amortization of premium on deposits

 

 

 

 

 

(106

)

Gain on sale of loans

 

 

(1,639

)

 

 

(1,761

)

Proceeds from sale of loans held for sale

 

 

94,650

 

 

 

100,620

 

Originations of loans held for sale

 

 

(83,959

)

 

 

(95,237

)

Stock based compensation expense

 

 

5,149

 

 

 

5,160

 

Increase in accrued interest receivable and other assets

 

 

(14,998

)

 

 

(32,554

)

Increase (decrease) in accrued interest payable and other liabilities

 

 

21,442

 

 

 

(5,206

)

Net cash provided by operating activities

 

 

206,489

 

 

 

157,873

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

Proceeds from maturities and principal paydowns of held to maturity securities

 

 

837,003

 

 

 

862,987

 

Purchase of held to maturity securities

 

 

(171,656

)

 

 

(940,595

)

Proceeds from maturities and principal paydowns of available for sale securities

 

 

7,013,362

 

 

 

8,113,160

 

Purchase of available for sale securities

 

 

(7,234,660

)

 

 

(7,999,686

)

Net increase in loans held for investment

 

 

(226,664

)

 

 

(134,124

)

Purchase of bank premises and equipment

 

 

(11,738

)

 

 

(6,280

)

Proceeds from sale of bank premises, equipment and other real estate

 

 

2,505

 

 

 

2,647

 

Proceeds from insurance claims

 

 

2,633

 

 

 

1,701

 

Net cash provided by (used in) investing activities

 

 

210,785

 

 

 

(100,190

)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

Net increase in noninterest-bearing deposits

 

 

25,121

 

 

 

34,267

 

Net decrease in interest-bearing deposits

 

 

(394,050

)

 

 

(877,017

)

Net (repayments of) proceeds from other short-term borrowings

 

 

(90,000

)

 

 

750,000

 

Repayments of other long-term borrowings

 

 

(252

)

 

 

(374

)

Net increase (decrease) in securities sold under repurchase agreements

 

 

29,105

 

 

 

(31,115

)

Repurchase of common stock

 

 

(38,421

)

 

 

 

Payments of cash dividends

 

 

(57,280

)

 

 

(50,278

)

Net cash used in financing activities

 

 

(525,777

)

 

 

(174,517

)

NET DECREASE IN CASH AND CASH EQUIVALENTS

 

 

(108,503

)

 

 

(116,834

)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

 

 

411,127

 

 

 

392,313

 

CASH AND CASH EQUIVALENTS, END OF PERIOD

 

$

302,624

 

 

$

275,479

 

 

 

 

 

 

 

 

 

 

NONCASH ACTIVITIES:

 

 

 

 

 

 

 

 

Acquisition of real estate through foreclosure of collateral

 

$

1,940

 

 

$

153

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL INFORMATION:

 

 

 

 

 

 

 

 

Income taxes paid

 

$

42,850

 

 

$

94,610

 

Interest paid

 

 

63,183

 

 

 

39,710

 

 

See notes to consolidated financial statements

 

 

7


 

PROSPERITY BANCSHARES, INC.® AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(UNAUDITED)

 

1. BASIS OF PRESENTATION

The consolidated financial statements include the accounts of Prosperity Bancshares, Inc.® (“Bancshares”) and its wholly-owned subsidiary, Prosperity Bank® (the “Bank,” and together with Bancshares, the “Company”). All intercompany transactions and balances have been eliminated.

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for financial information and with the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the statements reflect all adjustments necessary for a fair presentation of the financial position, results of operations and cash flows of the Company on a consolidated basis; and all such adjustments are of a normal recurring nature. These financial statements and the notes thereto should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. Operating results for the six-month period ended June 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019 or any other period.

 

 

2. INCOME PER COMMON SHARE

The following table illustrates the computation of basic and diluted earnings per share:

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

 

Amount

 

 

Per Share Amount

 

 

Amount

 

 

Per Share Amount

 

 

Amount

 

 

Per Share Amount

 

 

Amount

 

 

Per Share Amount

 

 

 

(Amounts in thousands, except per share data)

 

Net income

 

$

82,258

 

 

 

 

 

 

$

81,597

 

 

 

 

 

 

$

164,660

 

 

 

 

 

 

$

155,958

 

 

 

 

 

Basic:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding

 

 

69,806

 

 

$

1.18

 

 

 

69,839

 

 

$

1.17

 

 

 

69,832

 

 

$

2.36

 

 

 

69,803

 

 

$

2.23

 

Diluted:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding

 

 

69,806

 

 

$

1.18

 

 

 

69,839

 

 

$

1.17

 

 

 

69,832

 

 

$

2.36

 

 

 

69,803

 

 

$

2.23

 

As of June 30, 2019, all stock options have been exercised and there are no options outstanding. There were no stock options exercisable during the three and six months ended June 30, 2019 or 2018 that would have had an anti-dilutive effect on the above computation.

 

 

3. NEW ACCOUNTING STANDARDS

Accounting Standards Updates (“ASU”)

ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326)—Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 requires a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of current expected credit losses (“CECL”) is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. An entity must use judgment in determining the relevant information and estimation methods that are appropriate in its circumstances. Additionally, available for sale debt securities may realize value either through collection of contractual cash flows or through sale of the security at fair value. Therefore, the amendments limit the amount of the allowance for credit losses to the difference between amortized cost and fair value. ASU 2016-13 will be effective for the Company as of January 1, 2020. The Company’s implementation workgroup is comprised of individuals from various functional areas including credit, risk management, finance and information technology, among others, and meets periodically to discuss the latest developments and monitor implementation progress. The Company is currently working through an implementation plan that includes assessment of processes, portfolio segmentation and model development. The Company is working with a third-party vendor to assist with implementation and model development. CECL compliant models are currently in the development stage, with model testing and documentation being performed concurrently. The Company is assessing CECL disclosure requirements and developing appropriate internal controls around the CECL process. While the Company continues to evaluate the potential impact of ASU 2016‑13 on the Company’s financial statements, the adoption of ASU 2016-13 may result in an increase in the allowance for loan losses as a result of changing from an incurred loss methodology to an expected loss methodology.

8


PROSPERITY BANCSHARES, INC.® AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(UNAUDITED)

 

ASU 2016-02, "Leases (Topic 842)." ASU 2016-02 requires that lessees recognize lease assets and lease liabilities on the balance sheet and disclose key information about leasing arrangements. The requirements for lessors under ASU 2016-02 are largely unchanged from existing guidance, however certain necessary changes have been made to align with specific changes to lessee accounting and key aspects of the revenue recognition guidance (Topic 606).

The Company’s leases relate primarily to office space and banking centers. The Company identified and reviewed existing leases applicable to ASU 2016-02 and elected certain optional practical expedients: 1) not to reassess whether any expired or existing contracts are or contain leases, 2) not to reassess the lease classification for any expired or existing lease, 3) not to reassess initial direct cost for any existing leases and 4) not to separately identify lease and non-lease components. Additionally, the Company elected the short-term lease exemption for lease terms less than 12 months. The Company adopted ASU 2016-02 on January 1, 2019 using a modified retrospective transition approach without adjusting comparative periods. With the adoption of the new standard, the Company recognized right-of-use assets and lease liabilities of $17.3 million as of January 1, 2019. See Note 9 “Contractual Obligations and Off-Balance Sheet Items — Contractual Obligations — Leases” for additional information.

 

4. SECURITIES

The amortized cost and fair value of investment securities were as follows:

 

 

 

June 30, 2019

 

 

 

Amortized Cost

 

 

Gross Unrealized Gains

 

 

Gross Unrealized Losses

 

 

Fair Value

 

 

 

(Dollars in thousands)

 

Available for Sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

States and political subdivisions

 

$

469

 

 

$

1

 

 

$

 

 

$

470

 

Collateralized mortgage obligations

 

 

244,256

 

 

 

796

 

 

 

(130

)

 

 

244,922

 

Mortgage-backed securities

 

 

60,441

 

 

 

946

 

 

 

(2

)

 

 

61,385

 

Total

 

$

305,166

 

 

$

1,743

 

 

$

(132

)

 

$

306,777

 

Held to Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury securities and obligations of U.S. Government agencies

 

$

22,867

 

 

$

43

 

 

$

(3

)

 

$

22,907

 

States and political subdivisions

 

 

215,871

 

 

 

6,088

 

 

 

(144

)

 

 

221,815

 

Collateralized mortgage obligations

 

 

462

 

 

 

5

 

 

 

(1

)

 

 

466

 

Mortgage-backed securities

 

 

8,405,963

 

 

 

50,480

 

 

 

(45,222

)

 

 

8,411,221

 

Total

 

$

8,645,163

 

 

$

56,616

 

 

$

(45,370

)

 

$

8,656,409

 

 

 

 

December 31, 2018

 

 

 

Amortized Cost

 

 

Gross Unrealized Gains

 

 

Gross Unrealized Losses

 

 

Fair Value

 

 

 

(Dollars in thousands)

 

Available for Sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

States and political subdivisions

 

$

1,159

 

 

$

7

 

 

$

 

 

$

1,166

 

Collateralized mortgage obligations

 

 

12,724

 

 

 

69

 

 

 

(37

)

 

 

12,756

 

Mortgage-backed securities

 

 

69,880

 

 

 

553

 

 

 

(200

)

 

 

70,233

 

Total

 

$

83,763

 

 

$

629

 

 

$

(237

)

 

$

84,155

 

Held to Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury securities and obligations of U.S. Government agencies

 

$

25,778

 

 

$

 

 

$

(100

)

 

$

25,678

 

States and political subdivisions

 

 

253,198

 

 

 

3,440

 

 

 

(777

)

 

 

255,861

 

Collateralized mortgage obligations

 

 

509

 

 

 

1

 

 

 

(2

)

 

 

508

 

Mortgage-backed securities

 

 

9,045,326

 

 

 

5,798

 

 

 

(251,935

)

 

 

8,799,189

 

Total

 

$

9,324,811

 

 

$

9,239

 

 

$

(252,814

)

 

$

9,081,236

 

 

9


PROSPERITY BANCSHARES, INC.® AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(UNAUDITED)

 

Management evaluates securities for other-than-temporary impairment (“OTTI”) at least on a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. The investment securities portfolio is evaluated for OTTI by segregating the portfolio into two general segments and applying the appropriate OTTI analysis.  Investment securities classified as available for sale or held to maturity are evaluated for OTTI under Financial Accounting Standards Board (“FASB”):  Accounting Standards Codification (“ASC”) Topic 320, “Investments-Debt and Equity Securities.”

In determining OTTI, management considers many factors, including: (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, (3) whether the market decline was affected by macroeconomic conditions and (4) whether the entity has the intent to sell the debt security or more likely than not will be required to sell the debt security before its anticipated recovery. The assessment of whether an other-than-temporary decline exists involves a high degree of subjectivity and judgment and is based on the information available to management at the time of such determination.

When OTTI occurs, the amount of the OTTI recognized in earnings depends on whether an entity intends to sell the security or more likely than not will be required to sell the security before recovery of its amortized cost basis less any current-period credit loss. If an entity intends to sell or more likely than not will be required to sell the security before recovery of its amortized cost basis less any current-period credit loss, the OTTI will be recognized in earnings equal to the entire difference between the investment’s amortized cost basis and its fair value at the balance sheet date. If an entity does not intend to sell the security and it is not more likely than not that the entity will be required to sell the security before recovery of its amortized cost basis less any current-period loss, the OTTI will be separated into the amount representing the credit-related portion of the impairment loss (“credit loss”) and the noncredit portion of the impairment loss (“noncredit portion”). The amount of the total OTTI related to the credit loss is determined based on the difference between the present value of cash flows expected to be collected and the amortized cost basis and such difference is recognized in earnings. The amount of the total OTTI related to the noncredit portion is recognized in other comprehensive income, net of applicable taxes. The previous amortized cost basis less the OTTI recognized in earnings will become the new amortized cost basis of the investment.

Management has the ability and intent to hold the securities classified as held-to-maturity until they mature, at which time the Company will receive full value for the securities. Furthermore, as of June 30, 2019, management does not have the intent to sell any of the securities classified as available for sale before a recovery of cost. In addition, management believes it is more likely than not that the Company will not be required to sell any of its investment securities before a recovery of cost. The unrealized losses are largely due to increases in market interest rates over the yields available at the time the underlying securities were purchased. The fair value is expected to recover as the securities approach their maturity date or repricing date or if market yields for such investments decline. Management does not believe any of the securities are impaired due to reasons of credit quality. Accordingly, as of June 30, 2019, management believes any impairment in the Company’s securities is temporary, and therefore no impairment loss has been recognized in the Company’s consolidated statement of income.

Securities with unrealized losses, segregated by length of time, that have been in a continuous loss position were as follows:

 

 

 

June 30, 2019

 

 

 

Less than 12 Months

 

 

12 Months or More

 

 

Total

 

 

 

Estimated Fair Value

 

 

Unrealized Losses

 

 

Estimated Fair Value

 

 

Unrealized Losses

 

 

Estimated Fair Value

 

 

Unrealized Losses

 

 

 

(Dollars in thousands)

 

Available for Sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Collateralized mortgage obligations

 

$

37,871

 

 

$

(106

)

 

$

1,899

 

 

$

(24

)

 

$

39,770

 

 

$

(130

)

Mortgage-backed securities

 

 

67

 

 

 

(1

)

 

 

48

 

 

 

(1

)

 

 

115

 

 

 

(2

)

Total

 

$

37,938

 

 

$

(107

)

 

$

1,947

 

 

$

(25

)

 

$

39,885

 

 

$

(132

)

Held to Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury securities and obligations of U.S. Government agencies

 

$

 

 

$

 

 

$

8,990

 

 

$

(3

)

 

$

8,990

 

 

$

(3

)

States and political subdivisions

 

 

43,370

 

 

 

(87

)

 

 

26,552

 

 

 

(57

)

 

 

69,922

 

 

 

(144

)

Collateralized mortgage obligations

 

 

79

 

 

 

(1

)

 

 

 

 

 

 

 

 

79

 

 

 

(1

)

Mortgage-backed securities

 

 

131,659

 

 

 

(356

)

 

 

4,271,546

 

 

 

(44,866

)

 

 

4,403,205

 

 

 

(45,222

)

Total

 

$

175,108

 

 

$

(444

)

 

$

4,307,088

 

 

$

(44,926

)

 

$

4,482,196

 

 

$

(45,370

)

 

10


PROSPERITY BANCSHARES, INC.® AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(UNAUDITED)

 

 

 

December 31, 2018

 

 

 

Less than 12 Months

 

 

12 Months or More

 

 

Total

 

 

 

Estimated Fair Value

 

 

Unrealized Losses

 

 

Estimated Fair Value

 

 

Unrealized Losses

 

 

Estimated Fair Value

 

 

Unrealized Losses

 

 

 

(Dollars in thousands)

 

Available for Sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Collateralized mortgage obligations

 

$

12

 

 

$

 

 

$

2,096

 

 

$

(37

)

 

$

2,108

 

 

$

(37

)

Mortgage-backed securities

 

 

50,950

 

 

 

(197

)

 

 

2,091

 

 

 

(3

)

 

 

53,041

 

 

 

(200

)

Total

 

$

50,962

 

 

$

(197

)

 

$

4,187

 

 

$

(40

)

 

$

55,149

 

 

$

(237

)

Held to Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury securities and obligations of U.S. Government agencies

 

$

20,720

 

 

$

(76

)

 

$

4,957

 

 

$

(24

)

 

$

25,677

 

 

$

(100

)

States and political subdivisions

 

 

89,407

 

 

 

(328

)

 

 

58,262

 

 

 

(449

)

 

 

147,669

 

 

 

(777

)

Collateralized mortgage obligations

 

 

 

 

 

 

 

 

292

 

 

 

(2

)

 

 

292

 

 

 

(2

)

Mortgage-backed securities

 

 

1,003,089

 

 

 

(8,401

)

 

 

6,873,948

 

 

 

(243,534

)

 

 

7,877,037

 

 

 

(251,935

)

Total

 

$

1,113,216

 

 

$

(8,805

)

 

$

6,937,459

 

 

$

(244,009

)

 

$

8,050,675

 

 

$

(252,814

)

 

At June 30, 2019 and December 31, 2018, there were 287 securities and 731 securities, respectively, in an unrealized loss position for 12 months or more.

The amortized cost and fair value of investment securities at June 30, 2019, by contractual maturity, are shown below. Actual maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations at any time with or without call or prepayment penalties.

 

 

 

Held to Maturity

 

 

Available for Sale

 

 

 

Amortized Cost

 

 

Fair Value

 

 

Amortized Cost

 

 

Fair Value

 

 

 

(Dollars in thousands)

 

Due in one year or less

 

$

48,722

 

 

$

48,797

 

 

$

165

 

 

$

165

 

Due after one year through five years

 

 

117,183

 

 

 

118,201

 

 

 

304

 

 

 

305

 

Due after five years through ten years

 

 

68,317

 

 

 

73,134

 

 

 

 

 

 

 

Due after ten years

 

 

4,516

 

 

 

4,590

 

 

 

 

 

 

 

Subtotal

 

 

238,738

 

 

 

244,722

 

 

 

469

 

 

 

470

 

Mortgage-backed securities and collateralized mortgage obligations

 

 

8,406,425

 

 

 

8,411,687

 

 

 

304,697

 

 

 

306,307

 

Total

 

$

8,645,163

 

 

$

8,656,409

 

 

$

305,166

 

 

$

306,777

 

 

The Company recorded no gain or loss on the sale of securities for the three and six months ended June 30, 2019. The Company recorded a $13 thousand loss on the sale of securities for the three and six months ended June 30, 2018. As of June 30, 2019, the Company did not own any non-agency collateralized mortgage obligations.

At June 30, 2019 and December 31, 2018, the Company did not own securities of any one issuer (other than the U.S. government and its agencies) for which aggregate adjusted cost exceeded 10% of the consolidated shareholders’ equity at such respective dates.

Securities with an amortized cost of $5.33 billion and $6.04 billion and a fair value of $5.32 billion and $5.86 billion at June 30, 2019 and December 31, 2018, respectively, were pledged to collateralize public deposits and for other purposes required or permitted by law.

 

 

11


PROSPERITY BANCSHARES, INC.® AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(UNAUDITED)

 

5. LOANS AND ALLOWANCE FOR CREDIT LOSSES

The loan portfolio consists of various types of loans and is categorized by major type as follows:

 

 

June 30, 2019

 

 

December 31, 2018

 

 

 

(Dollars in thousands)

 

Residential mortgage loans held for sale

 

$

20,315

 

 

$

29,367

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

 

1,525,628

 

 

 

1,483,571

 

Real estate:

 

 

 

 

 

 

 

 

Construction, land development and other land loans

 

 

1,739,308

 

 

 

1,622,289

 

1-4 family residential (includes home equity)

 

 

2,692,963

 

 

 

2,677,542

 

Commercial real estate (includes multi-family residential)

 

 

3,551,668

 

 

 

3,538,557

 

Farmland

 

 

541,469

 

 

 

545,373

 

Agriculture

 

 

195,001

 

 

 

184,128

 

Consumer and other

 

 

321,023

 

 

 

289,486

 

Total loans held for investment

 

 

10,567,060

 

 

 

10,340,946

 

Total

 

$

10,587,375

 

 

$

10,370,313

 

 

Concentrations of Credit. Most of the Company’s lending activity occurs within the states of Texas and Oklahoma. Commercial real estate loans, 1-4 family residential loans and construction, land development and other land loans make up 75.4% of the Company’s total loan portfolio at June 30, 2019. As of June 30, 2019 and December 31, 2018, there were no concentrations of loans related to any single industry in excess of 10% of total loans.

Related Party Loans. As of June 30, 2019 and December 31, 2018, loans outstanding to directors, officers and their affiliates totaled $1.8 million and $1.9 million, respectively. All transactions between the Company and such related parties are conducted in the ordinary course of business and made on the same terms and conditions as similar transactions with unaffiliated persons.

An analysis of activity with respect to these related party loans is as follows:

 

 

 

As of and for the six months ended June 30, 2019

 

 

As of and for the year ended December 31, 2018

 

 

 

(Dollars in thousands)

 

Beginning balance on January 1

 

$

1,923

 

 

$

2,694

 

New loans

 

 

 

 

 

5

 

Repayments

 

 

(168

)

 

 

(776

)

Ending balance

 

$

1,755

 

 

$

1,923

 

 

Nonperforming Assets and Nonaccrual and Past Due Loans. The Company has several procedures in place to assist it in maintaining the overall quality of its loan portfolio. The Company has established underwriting guidelines to be followed by its officers, including requiring appraisals on loans collateralized by real estate. The Company also monitors its delinquency levels for any negative or adverse trends. Nevertheless, the Company’s loan portfolio could become subject to increasing pressures from deteriorating borrower credit due to general economic conditions.

The Company generally places a loan on nonaccrual status and ceases accruing interest when the payment of principal or interest is delinquent for 90 days, or earlier in some cases, unless the loan is in the process of collection and the underlying collateral fully supports the carrying value of the loan.

With respect to potential problem loans, an evaluation of the borrower’s overall financial condition is made to determine the need, if any, for possible writedowns or appropriate additions to the allowance for credit losses.

12


PROSPERITY BANCSHARES, INC.® AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(UNAUDITED)

 

An aging analysis of past due loans, segregated by category of loan, is presented below:

 

 

 

June 30, 2019

 

 

 

Loans Past Due and Still Accruing

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

30-89 Days

 

 

90 or More Days

 

 

Total Past Due Loans

 

 

Nonaccrual Loans

 

 

Current Loans

 

 

Total  Loans

 

 

 

(Dollars in thousands)

 

Construction, land development and other land loans

 

$

5,368

 

 

$

1,153

 

 

$

6,521

 

 

$

659

 

 

$

1,732,128

 

 

$

1,739,308

 

Agriculture and agriculture real estate (includes farmland)

 

 

710

 

 

 

 

 

 

710

 

 

 

616

 

 

 

735,144

 

 

 

736,470

 

1-4 family (includes home equity) (1)

 

 

11,107

 

 

 

58

 

 

 

11,165

 

 

 

15,278

 

 

 

2,686,835

 

 

 

2,713,278

 

Commercial real estate (includes multi-family residential)

 

 

14,572

 

 

 

 

 

 

14,572

 

 

 

4,135

 

 

 

3,532,961

 

 

 

3,551,668

 

Commercial and industrial

 

 

4,102

 

 

 

383

 

 

 

4,485

 

 

 

16,561

 

 

 

1,504,582

 

 

 

1,525,628

 

Consumer and other

 

 

333

 

 

 

 

 

 

333

 

 

 

40

 

 

 

320,650

 

 

 

321,023

 

Total

 

$

36,192

 

 

$

1,594

 

 

$

37,786

 

 

$

37,289

 

 

$

10,512,300

 

 

$

10,587,375

 

 

 

 

December 31, 2018

 

 

 

Loans Past Due and Still Accruing

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

30-89 Days

 

 

90 or More Days

 

 

Total Past Due Loans

 

 

Nonaccrual Loans

 

 

Current Loans

 

 

Total  Loans

 

 

 

(Dollars in thousands)

 

Construction, land development and other land loans

 

$

6,363

 

 

$

788

 

 

$

7,151

 

 

$

1,386

 

 

$

1,613,752

 

 

$

1,622,289

 

Agriculture and agriculture real estate (includes farmland)

 

 

705

 

 

 

 

 

 

705

 

 

 

256

 

 

 

728,540

 

 

 

729,501

 

1-4 family (includes home equity) (1)

 

 

10,479

 

 

 

2,995

 

 

 

13,474

 

 

 

4,515

 

 

 

2,688,920

 

 

 

2,706,909

 

Commercial real estate (includes multi-family residential)

 

 

9,063

 

 

 

 

 

 

9,063

 

 

 

2,727

 

 

 

3,526,767

 

 

 

3,538,557

 

Commercial and industrial

 

 

6,652

 

 

 

221

 

 

 

6,873

 

 

 

4,215

 

 

 

1,472,483

 

 

 

1,483,571

 

Consumer and other

 

 

1,012

 

 

 

 

 

 

1,012

 

 

 

48

 

 

 

288,426

 

 

 

289,486

 

Total

 

$

34,274

 

 

$

4,004

 

 

$

38,278

 

 

$

13,147

 

 

$

10,318,888

 

 

$

10,370,313

 

 

(1) Includes $20.3 million and $29.4 million of residential mortgage loans held for sale at June 30, 2019 and December 31, 2018, respectively.

The following table presents information regarding nonperforming assets as of the dates indicated:

 

 

 

June 30, 2019

 

 

December 31, 2018

 

 

 

(Dollars in thousands)

 

Nonaccrual loans (1)

 

$

37,289

 

 

$

13,147

 

Accruing loans 90 or more days past due

 

 

1,594

 

 

 

4,004

 

Total nonperforming loans

 

 

38,883

 

 

 

17,151

 

Repossessed assets

 

 

670

 

 

 

 

Other real estate

 

 

2,005

 

 

 

1,805

 

Total nonperforming assets

 

$

41,558

 

 

$

18,956

 

 

 

 

 

 

 

 

 

 

Nonperforming assets to total loans and other real estate

 

 

0.39

%

 

 

0.18

%

 

(1) Includes troubled debt restructurings of $14.3 million and $51 thousand as of June 30, 2019 and December 31, 2018, respectively.

The Company had $41.6 million in nonperforming assets at June 30, 2019 compared with $19.0 million at December 31, 2018. Nonperforming assets were 0.39% of total loans and other real estate at June 30, 2019 compared with 0.18% of total loans and other real estate at December 31, 2018.

13


PROSPERITY BANCSHARES, INC.® AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(UNAUDITED)

 

If interest on nonaccrual loans had been accrued under the original loan terms, approximately $1.2 million and $951 thousand would have been recorded as income for the six months ended June 30, 2019 and 2018, respectively. The Company had $37.3 million in nonaccrual loans at June 30, 2019 compared with $20.4 million at June 30, 2018.

Acquired Loans.  Acquired loans were preliminarily recorded at fair value based on a discounted cash flow valuation methodology that considers, among other things, interest rates, projected default rates, loss given default, and recovery rates. During the valuation process, the Company identified Purchased Credit-Impaired (“PCI”) and Non-PCI loans in the acquired loan portfolios. Loans acquired with evidence of credit quality deterioration at acquisition for which it was probable that the Company would not be able to collect all contractual amounts due were accounted for as PCI. PCI loan identification considers the following factors: payment history and past due status, debt service coverage, loan grading, collateral values and other factors that may indicate deterioration of credit quality since origination. Non-PCI loan identification considers the following factors: account types, remaining terms, annual interest rates or coupons, current market rates, interest types, past delinquencies, timing of principal and interest payments, loan to value ratios, loss exposures and remaining balances. Accretion of purchased discounts on PCI loans will be based on estimated future cash flows, regardless of contractual maturities. Accretion of purchased discounts on Non-PCI loans will be recognized on a level-yield basis based on contractual maturity of individual loans.

PCI Loans.  The recorded investment in PCI loans included in the consolidated balance sheet and the related outstanding balance as of the dates indicated are presented in the table below. The outstanding balance represents the total amount owed as of June 30, 2019 and December 31, 2018.

 

 

 

June 30, 2019

 

 

December 31, 2018

 

 

 

(Dollars in thousands)

 

PCI loans:

 

 

 

Outstanding balance

 

$

10,110

 

 

$

11,419

 

Discount

 

 

(2,165

)

 

 

(2,831

)

Recorded investment

 

$

7,945

 

 

$

8,588

 

 

Changes in the accretable yield for acquired PCI loans for the three and six months ended June 30, 2019 and 2018 were as follows:

 

  

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

 

(Dollars in thousands)

 

Balance at beginning of period

 

$

1,234

 

 

$

7,685

 

 

$

1,534

 

 

$

8,121

 

Reclassifications from nonaccretable

 

 

17

 

 

 

55

 

 

 

36

 

 

 

305

 

Accretion

 

 

(347

)

 

 

(3,771

)

 

 

(666

)

 

 

(4,457

)

Balance at June 30,

 

$

904

 

 

$

3,969

 

 

$

904

 

 

$

3,969

 

 

Income recognition on PCI loans is subject to the Company’s ability to reasonably estimate both the timing and amount of future cash flows. PCI loans for which the Company is accruing interest income are not considered non-performing or impaired. The non-accretable difference represents contractual principal and interest the Company does not expect to collect.

Non-PCI Loans. The recorded investment in Non-PCI loans included in the consolidated balance sheet and the related outstanding balance as of the dates indicated are presented in the table below. The outstanding balance represents the total amount owed as of June 30, 2019 and December 31, 2018.

 

 

 

June 30, 2019

 

 

December 31, 2018

 

 

 

(Dollars in thousands)

 

Non-PCI loans:

 

 

 

Outstanding balance

 

$

467,645

 

 

$

526,840

 

Discount

 

 

(12,479

)

 

 

(14,833

)

Recorded investment

 

$

455,166

 

 

$

512,007

 

 

14


PROSPERITY BANCSHARES, INC.® AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(UNAUDITED)

 

Changes in the discount accretion for Non-PCI loans for the three and six months ended June 30, 2019 and 2018 were as follows:

 

  

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

 

(Dollars in thousands)

 

Balance at beginning of period

 

$

13,359

 

 

$

18,885

 

 

$

14,833

 

 

$

20,533

 

Accretion charge-offs

 

 

 

 

 

(2

)

 

 

 

 

 

(10

)

Accretion

 

 

(880

)

 

 

(1,452

)

 

 

(2,354

)

 

 

(3,092

)

Balance at June 30,

 

$

12,479

 

 

$

17,431

 

 

$

12,479

 

 

$

17,431

 

 

Impaired Loans. Loans are considered impaired when, based on current information and events, it is probable the Company will be unable to collect all amounts due in accordance with the original contractual terms of the loan agreement, including scheduled principal and interest payments. Impairment is evaluated in total for smaller-balance loans of a similar nature and on an individual loan basis for other loans. If a loan is impaired, a specific valuation allowance is allocated, if necessary, so that the loan is reported net, at the present value of estimated future cash flows using the loan’s existing rate or at the fair value of collateral if repayment is expected solely from the collateral. Interest payments on impaired loans are typically applied to principal unless collectability of the principal amount is reasonably assured, in which case interest is recognized on a cash basis. Impaired loans, or portions thereof, are charged off when deemed uncollectible.

15


PROSPERITY BANCSHARES, INC.® AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(UNAUDITED)

 

Impaired loans are set forth in the following tables. No interest income was recognized on impaired loans subsequent to their classification as impaired. The average recorded investment presented in the tables below is reported on a year-to-date basis.

 

 

 

June 30, 2019

 

 

 

Recorded Investment

 

 

Unpaid Contractual Principal Balance

 

 

Related Allowance

 

 

Average Recorded Investment

 

 

 

(Dollars in thousands)

 

With no related allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction, land development and other land loans

 

$

269

 

 

$

270

 

 

$

 

 

$

631

 

Agriculture and agriculture real estate (includes farmland)

 

 

326

 

 

 

326

 

 

 

 

 

 

291

 

1-4 family (includes home equity)

 

 

10,035

 

 

 

10,747

 

 

 

 

 

 

7,106

 

Commercial real estate (includes multi-family residential)

 

 

3,162

 

 

 

3,341

 

 

 

 

 

 

2,945

 

Commercial and industrial

 

 

15,406

 

 

 

17,610

 

 

 

 

 

 

9,138

 

Consumer and other

 

 

40

 

 

 

44

 

 

 

 

 

 

44

 

Total

 

 

29,238

 

 

 

32,338

 

 

 

 

 

 

20,155

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

With an allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction, land development and other land loans

 

 

390

 

 

 

390

 

 

 

58

 

 

 

391

 

Agriculture and agriculture real estate (includes farmland)

 

 

290

 

 

 

290

 

 

 

160

 

 

 

145

 

1-4 family (includes home equity)

 

 

5,243

 

 

 

5,272

 

 

 

504

 

 

 

2,754

 

Commercial real estate (includes multi-family residential)

 

 

973

 

 

 

993

 

 

 

283

 

 

 

486

 

Commercial and industrial

 

 

1,155

 

 

 

1,171

 

 

 

329

 

 

 

1,241

 

Consumer and other

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

8,051

 

 

 

8,116

 

 

 

1,334

 

 

 

5,017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction, land development and other land loans

 

 

659

 

 

 

660

 

 

 

58

 

 

 

1,022

 

Agriculture and agriculture real estate (includes farmland)

 

 

616

 

 

 

616

 

 

 

160

 

 

 

436

 

1-4 family (includes home equity)

 

 

15,278

 

 

 

16,019

 

 

 

504

 

 

 

9,860

 

Commercial real estate (includes multi-family residential)

 

 

4,135

 

 

 

4,334

 

 

 

283

 

 

 

3,431

 

Commercial and industrial

 

 

16,561

 

 

 

18,781

 

 

 

329

 

 

 

10,379

 

Consumer and other

 

 

40

 

 

 

44

 

 

 

 

 

 

44

 

 

 

$

37,289

 

 

$

40,454

 

 

$

1,334

 

 

$

25,172

 

 

16


PROSPERITY BANCSHARES, INC.® AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(UNAUDITED)

 

 

 

December 31, 2018

 

 

 

Recorded Investment

 

 

Unpaid Contractual Principal Balance

 

 

Related Allowance

 

 

Average Recorded Investment

 

 

 

(Dollars in thousands)

 

With no related allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction, land development and other land loans

 

$

993

 

 

$

995

 

 

$

 

 

$

788

 

Agriculture and agriculture real estate (includes farmland)

 

 

256

 

 

 

311

 

 

 

 

 

 

194

 

1-4 family (includes home equity)

 

 

4,177

 

 

 

4,903

 

 

 

 

 

 

4,048

 

Commercial real estate (includes multi-family residential)

 

 

2,727

 

 

 

2,848

 

 

 

 

 

 

2,475

 

Commercial and industrial

 

 

2,870

 

 

 

3,810

 

 

 

 

 

 

5,358

 

Consumer and other

 

 

48

 

 

 

76

 

 

 

 

 

 

135

 

Total

 

 

11,071

 

 

 

12,943

 

 

 

 

 

 

12,998

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

With an allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction, land development and other land loans

 

 

391

 

 

 

391

 

 

 

58

 

 

 

195

 

Agriculture and agriculture real estate (includes farmland)

 

 

 

 

 

 

 

 

 

 

 

 

1-4 family (includes home equity)

 

 

266

 

 

 

289

 

 

 

56

 

 

 

729

 

Commercial real estate (includes multi-family residential)

 

 

 

 

 

 

 

 

 

 

 

743

 

Commercial and industrial

 

 

1,328

 

 

 

1,332

 

 

 

571

 

 

 

3,740

 

Consumer and other

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

1,985

 

 

 

2,012

 

 

 

685

 

 

 

5,407

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction, land development and other land loans

 

 

1,384

 

 

 

1,386

 

 

 

58

 

 

 

983

 

Agriculture and agriculture real estate (includes farmland)

 

 

256

 

 

 

311

 

 

 

 

 

 

194

 

1-4 family (includes home equity)

 

 

4,443

 

 

 

5,192

 

 

 

56

 

 

 

4,777

 

Commercial real estate (includes multi-family residential)

 

 

2,727

 

 

 

2,848

 

 

 

 

 

 

3,218

 

Commercial and industrial

 

 

4,198

 

 

 

5,142

 

 

 

571

 

 

 

9,098

 

Consumer and other

 

 

48

 

 

 

76

 

 

 

 

 

 

135

 

 

 

$

13,056

 

 

$

14,955

 

 

$

685

 

 

$

18,405

 

 

Credit Quality Indicators. As part of the on-going monitoring of the credit quality of the Company’s loan portfolio and methodology for calculating the allowance for credit losses, management assigns and tracks loan grades to be used as credit quality indicators. The following is a general description of the loan grades used:

Grade 1—Credits in this category have risk potential that is virtually nonexistent.  These loans may be secured by insured certificates of deposit, insured savings accounts, U.S. Government securities and highly rated municipal bonds.

Grade 2—Credits in this category are of the highest quality.  These borrowers represent top rated companies and individuals with unquestionable financial standing with excellent global cash flow coverage, net worth, liquidity and collateral coverage.

Grade 3—Credits in this category are not immune from risk but are well protected by the collateral and paying capacity of the borrower. These loans may exhibit a minor unfavorable credit factor, but the overall credit is sufficiently strong to minimize the possibility of loss.

Grade 4—Credits in this category are considered to be of acceptable credit quality with moderately greater risk than Grade 3 and receiving closer monitoring.  Loans in this category have sources of repayment that remain sufficient to preclude a larger than normal probability of default and secondary sources are likewise currently of sufficient quantity, quality, and liquidity to protect the Company against loss of principal and interest.  These borrowers have specific risk factors, but the overall strength of the credit is acceptable based on other mitigating credit and/or collateral factors and can repay the debt in the normal course of business.

17


PROSPERITY BANCSHARES, INC.® AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(UNAUDITED)

 

Grade 5—Credits in this category constitute an undue and unwarranted credit risk; however, the factors do not rise to a level of substandard.  These credits have potential weaknesses and/or declining trends that, if not corrected, could expose the Company to risk at a future date.  These loans are monitored on the Company’s internally-generated watch list and evaluated on a quarterly basis.

Grade 6—Credits in this category are considered “substandard” but “non-impaired” loans in accordance with regulatory guidelines.  Loans in this category have well-defined weakness that, if not corrected, could make default of principal and interest possible.  Loans in this category are still accruing interest and may be dependent upon secondary sources of repayment and/or collateral liquidation.

Grade 7—Credits in this category are deemed “substandard” and “impaired” pursuant to regulatory guidelines. As such, the Company has determined that it is probable that less than 100% of the contractual principal and interest will be collected. These loans are individually evaluated for a specific reserve and will typically have the accrual of interest stopped.

Grade 8—Credits in this category include “doubtful” loans in accordance with regulatory guidance. Such loans are no longer accruing interest and factors indicate a loss is imminent.  These loans are also deemed “impaired.” While a specific reserve may be in place while the loan and collateral is being evaluated, these loans are typically charged down to an amount the Company estimates is collectible.

Grade 9—Credits in this category are deemed a “loss” in accordance with regulatory guidelines and have been charged off or charged down. The Company may continue collection efforts and may have partial recovery in the future.

The following table presents loans by risk grade and category of loan at June 30, 2019. Impaired loans include loans in risk grades 7, 8 and 9, as well as any PCI loan that has a specific reserve allocated to it.

 

 

Construction, Land Development and Other Land Loans

 

 

Agriculture and Agriculture Real Estate (includes Farmland)

 

 

1-4 Family (includes Home Equity) (1)

 

 

Commercial Real Estate (includes Multi-Family Residential)

 

 

Commercial and Industrial

 

 

Consumer and Other

 

 

Total

 

 

 

(Dollars in thousands)

 

Grade 1

 

$

 

 

$

14,322

 

 

$

 

 

$

 

 

$

55,562

 

 

$

35,091

 

 

$

104,975

 

Grade 2

 

 

1,215

 

 

 

3,877

 

 

 

15,430

 

 

 

21,640

 

 

 

12,312

 

 

 

56,519

 

 

 

110,993

 

Grade 3

 

 

1,587,922

 

 

 

647,171

 

 

 

2,600,773

 

 

 

2,892,964

 

 

 

1,102,365

 

 

 

200,582

 

 

 

9,031,777

 

Grade 4

 

 

136,083

 

 

 

64,025

 

 

 

67,445

 

 

 

557,501

 

 

 

265,415

 

 

 

24,325

 

 

 

1,114,794

 

Grade 5

 

 

5,684

 

 

 

5,091

 

 

 

6,486

 

 

 

56,772

 

 

 

61,476

 

 

 

2,827

 

 

 

138,336

 

Grade 6

 

 

7,315

 

 

 

1,029

 

 

 

3,750

 

 

 

15,719

 

 

 

11,814

 

 

 

1,639

 

 

 

41,266

 

Grade 7

 

 

659

 

 

 

326

 

 

 

15,278

 

 

 

4,135

 

 

 

16,543

 

 

 

40

 

 

 

36,981

 

Grade 8

 

 

 

 

 

290

 

 

 

 

 

 

 

 

 

18

 

 

 

 

 

 

308

 

Grade 9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PCI Loans

 

 

430

 

 

 

339

 

 

 

4,116

 

 

 

2,937

 

 

 

123

 

 

 

 

 

 

7,945

 

Total

 

$

1,739,308

 

 

$

736,470

 

 

$

2,713,278

 

 

$

3,551,668

 

 

$

1,525,628

 

 

$

321,023

 

 

$

10,587,375

 

 

(1) Includes $20.3 million of residential mortgage loans held for sale at June 30, 2019.

 

18


PROSPERITY BANCSHARES, INC.® AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(UNAUDITED)

 

The following table presents loans by risk grade and category of loan at December 31, 2018. Impaired loans include loans in risk grades 7, 8 and 9, as well as any PCI loan that has a specific reserve allocated to it.

 

 

 

Construction, Land Development and Other Land Loans

 

 

Agriculture and Agriculture Real Estate (includes Farmland)

 

 

1-4 Family (includes Home Equity) (1)

 

 

Commercial Real Estate (includes Multi-Family Residential)

 

 

Commercial and Industrial

 

 

Consumer and Other

 

 

Total

 

 

 

(Dollars in thousands)

 

Grade 1

 

$

 

 

$

15,725

 

 

$

 

 

$

 

 

$

59,979

 

 

$

37,135

 

 

$

112,839

 

Grade 2

 

 

1,040

 

 

 

3,974

 

 

 

21,465

 

 

 

22,207

 

 

 

11,003

 

 

 

55,802

 

 

 

115,491

 

Grade 3

 

 

1,509,532

 

 

 

636,674

 

 

 

2,598,600

 

 

 

2,974,474

 

 

 

1,083,328

 

 

 

171,758

 

 

 

8,974,366

 

Grade 4

 

 

99,087

 

 

 

66,650

 

 

 

61,430

 

 

 

481,735

 

 

 

243,743

 

 

 

20,164

 

 

 

972,809

 

Grade 5

 

 

3,673

 

 

 

5,578

 

 

 

12,522

 

 

 

37,942

 

 

 

58,088

 

 

 

2,978

 

 

 

120,781

 

Grade 6

 

 

7,081

 

 

 

282

 

 

 

4,332

 

 

 

16,006

 

 

 

23,081

 

 

 

1,601

 

 

 

52,383

 

Grade 7

 

 

1,384

 

 

 

256

 

 

 

4,395

 

 

 

2,727

 

 

 

4,165

 

 

 

48

 

 

 

12,975

 

Grade 8

 

 

 

 

 

 

 

 

48

 

 

 

 

 

 

33

 

 

 

 

 

 

81

 

Grade 9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PCI Loans

 

 

492

 

 

 

362

 

 

 

4,117

 

 

 

3,466

 

 

 

151

 

 

 

 

 

 

8,588

 

Total

 

$

1,622,289

 

 

$

729,501

 

 

$

2,706,909

 

 

$

3,538,557

 

 

$

1,483,571

 

 

$

289,486

 

 

$

10,370,313

 

 

(1) Includes $29.4 million of residential mortgage loans held for sale at December 31, 2018.

Allowance for Credit Losses. The allowance for credit losses is established through charges to earnings in the form of a provision for credit losses. Management has established an allowance for credit losses which it believes is adequate as of June 30, 2019 for estimated losses in the Company’s loan portfolio. The amount of the allowance for credit losses is affected by the following: (1) charge-offs of loans that occur when loans are deemed uncollectible and decrease the allowance, (2) recoveries on loans previously charged off that increase the allowance and (3) provisions for credit losses charged to earnings that increase the allowance. Based on an evaluation of the loan portfolio and consideration of the factors listed below, management presents a quarterly review of the allowance for credit losses to the Bank’s Board of Directors, indicating any change in the allowance since the last review and any recommendations as to adjustments in the allowance. Although management believes it uses the best information available to make determinations with respect to the allowance for credit losses, future adjustments may be necessary if economic conditions or the borrower’s performance differ from the assumptions used in making the initial determinations.

The Company’s allowance for credit losses consists of two components: (1) a specific valuation allowance based on probable losses on specifically identified loans and (2) a general valuation allowance based on historical loan loss experience, general economic conditions and other qualitative risk factors both internal and external to the Company.

In setting the specific valuation allowance, the Company follows a loan review program to evaluate the credit risk in the total loan portfolio and assigns risk grades to each loan. Through this loan review process, the Company maintains an internal list of impaired loans, which along with the delinquency list of loans, helps management assess the overall quality of the loan portfolio and the adequacy of the allowance for credit losses. All loans that have been identified as impaired are reviewed on a quarterly basis in order to determine whether a specific reserve is required. For certain impaired loans, the Company allocates a specific loan loss reserve primarily based on the value of the collateral securing the impaired loan in accordance with ASC Topic 310-10, “Receivables.” The specific reserves are determined on an individual loan basis. Loans for which specific reserves are provided are excluded from the general valuation allowance described below.

In connection with this review of the loan portfolio, the Company considers risk elements attributable to particular loan types or categories in assessing the quality of individual loans. Some of the risk elements include:

 

for 1-4 family residential mortgage loans, the borrower’s ability to repay the loan, including a consideration of the debt to income ratio and employment and income stability, the loan to value ratio, and the age, condition and marketability of collateral;

 

for commercial real estate loans and multifamily residential loans, the debt service coverage ratio (income from the property in excess of operating expenses compared to loan payment requirements), operating results of the owner in the

19


PROSPERITY BANCSHARES, INC.® AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(UNAUDITED)

 

 

case of owner-occupied properties, the loan to value ratio, the age and condition of the collateral and the volatility of income, property value and future operating results typical of properties of that type;

 

for construction, land development and other land loans, the perceived feasibility of the project including the ability to sell developed lots or improvements constructed for resale or the ability to lease property constructed for lease, the quality and nature of contracts for presale or prelease, if any, experience and ability of the developer and loan to value ratio;

 

for commercial and industrial loans, the operating results of the commercial, industrial or professional enterprise, the borrower’s business, professional and financial ability and expertise, the specific risks and volatility of income and operating results typical for businesses in that category and the value, nature and marketability of collateral;

 

for agriculture real estate loans, the experience and financial capability of the borrower, projected debt service coverage of the operations of the borrower and loan to value ratio; and

 

for non-real estate agriculture loans, the operating results, experience and financial capability of the borrower, historical and expected market conditions and the value, nature and marketability of collateral.

In addition, for each category, the Company considers secondary sources of income and the financial strength and credit history of the borrower and any guarantors.

In determining the amount of the general valuation allowance, management considers factors such as historical loan loss experience, concentration risk of specific loan types, the volume, growth and composition of the Company’s loan portfolio, current economic conditions that may affect the borrower’s ability to pay and the value of collateral, the evaluation of the Company’s loan portfolio through its internal loan review process, general economic conditions, other qualitative risk factors both internal and external to the Company and other relevant factors in accordance with ASC Topic 450, “Contingencies.” Based on a review of these factors for each loan type, the Company applies an estimated percentage to the outstanding balance of each loan type, excluding any loan that has a specific reserve allocated to it. The Company uses this information to establish the amount of the general valuation allowance.  At June 30, 2019, the allowance for credit losses totaled $87.0 million or 0.82% of total loans, including acquired loans with discounts.  At December 31, 2018, the allowance for credit losses totaled $86.4 million or 0.83% of total loans, including acquired loans with discounts.

20


PROSPERITY BANCSHARES, INC.® AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(UNAUDITED)

 

The following table details activity in the allowance for credit losses by category of loan for the three and six months ended June 30, 2019 and 2018.  Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction, Land Development and Other Land Loans

 

 

Agriculture and Agriculture Real Estate (includes Farmland)

 

 

1-4 Family (includes Home Equity)

 

 

Commercial Real Estate (includes Multi-Family Residential)

 

 

Commercial and Industrial

 

 

Consumer and Other

 

 

Total

 

 

 

(Dollars in thousands)

 

Allowance for credit losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance March 31, 2019

 

$

16,192

 

 

$

3,284

 

 

$

14,455

 

 

$

11,590

 

 

$

39,059

 

 

$

1,511

 

 

$

86,091

 

Provision for credit losses

 

 

(299

)

 

 

578

 

 

 

(61

)

 

 

575

 

 

 

(710

)

 

 

717

 

 

 

800

 

Charge-offs

 

 

(19

)

 

 

(54

)

 

 

(16

)

 

 

 

 

 

(125

)

 

 

(905

)

 

 

(1,119

)

Recoveries

 

 

12

 

 

 

8

 

 

 

5

 

 

 

1

 

 

 

953

 

 

 

255

 

 

 

1,234

 

Net charge-offs

 

 

(7

)

 

 

(46

)

 

 

(11

)

 

 

1

 

 

 

828

 

 

 

(650

)

 

 

115

 

Balance June 30, 2019

 

$

15,886

 

 

$

3,816

 

 

$

14,383

 

 

$

12,166

 

 

$

39,177

 

 

$

1,578

 

 

$

87,006

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance December 31, 2018

 

$

15,582

 

 

$

3,693

 

 

$

14,135

 

 

$

11,220

 

 

$

40,223

 

 

$

1,587

 

 

$

86,440

 

Provision for credit losses

 

 

311

 

 

 

(1,109

)

 

 

256

 

 

 

944

 

 

 

(155

)

 

 

1,253

 

 

 

1,500

 

Charge-offs

 

 

(63

)

 

 

(64

)

 

 

(22

)

 

 

 

 

 

(2,082

)

 

 

(1,797

)

 

 

(4,028

)

Recoveries

 

 

56

 

 

 

1,296

 

 

 

14

 

 

 

2

 

 

 

1,191

 

 

 

535

 

 

 

3,094

 

Net charge-offs

 

 

(7

)

 

 

1,232

 

 

 

(8

)

 

 

2

 

 

 

(891

)

 

 

(1,262

)

 

 

(934

)

Balance June 30, 2019

 

$

15,886

 

 

$

3,816

 

 

$

14,383

 

 

$

12,166

 

 

$

39,177

 

 

$

1,578

 

 

$

87,006

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for credit losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance March 31, 2018

 

$

14,622

 

 

$

3,304

 

 

$

13,072

 

 

$

10,853

 

 

$

40,340

 

 

$

1,409

 

 

$

83,600

 

Provision for credit losses

 

 

(173

)

 

 

407

 

 

 

395

 

 

 

749

 

 

 

2,161

 

 

 

461

 

 

 

4,000

 

Charge-offs

 

 

 

 

 

 

 

 

(120

)

 

 

(986

)

 

 

(1,194

)

 

 

(901

)

 

 

(3,201

)

Recoveries

 

 

1

 

 

 

45

 

 

 

6

 

 

 

 

 

 

147

 

 

 

366

 

 

 

565

 

Net charge-offs

 

 

1

 

 

 

45

 

 

 

(114

)

 

 

(986

)

 

 

(1,047

)

 

 

(535

)

 

 

(2,636

)

Balance June 30, 2018

 

$

14,450

 

 

$

3,756

 

 

$

13,353

 

 

$

10,616

 

 

$

41,454

 

 

$

1,335

 

 

$

84,964

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance December 31, 2017

 

$

14,815

 

 

$

3,772

 

 

$

14,490

 

 

$

10,628

 

 

$

38,810

 

 

$

1,526

 

 

$

84,041

 

Provision for credit losses

 

 

(243

)

 

 

(122

)

 

 

(766

)

 

 

1,476

 

 

 

11,707

 

 

 

948

 

 

 

13,000

 

Charge-offs

 

 

(130

)

 

 

 

 

 

(386

)

 

 

(1,489

)

 

 

(9,370

)

 

 

(1,911

)

 

 

(13,286

)

Recoveries

 

 

8

 

 

 

106

 

 

 

15

 

 

 

1

 

 

 

307

 

 

 

772

 

 

 

1,209

 

Net charge-offs

 

 

(122

)

 

 

106

 

 

 

(371

)

 

 

(1,488

)

 

 

(9,063

)

 

 

(1,139

)

 

 

(12,077

)

Balance June 30, 2018

 

$

14,450

 

 

$

3,756

 

 

$

13,353

 

 

$

10,616

 

 

$

41,454

 

 

$

1,335

 

 

$

84,964

 

 

21


PROSPERITY BANCSHARES, INC.® AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(UNAUDITED)

 

The following table details the amount of the allowance for credit losses allocated to each category of loan as of June 30, 2019, December 31, 2018 and June 30, 2018, on the basis of the impairment methodology used to determine the allowance for credit losses.

 

 

 

Construction, Land Development and Other Land Loans

 

 

Agriculture and Agriculture Real Estate (includes Farmland)

 

 

1-4 Family (includes Home Equity)

 

 

Commercial Real Estate (includes Multi-Family Residential)

 

 

Commercial and Industrial

 

 

Consumer and Other

 

 

Total

 

 

 

(Dollars in thousands)

 

Allowance for credit losses related to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individually evaluated for impairment

 

$

58

 

 

$

160

 

 

$

504

 

 

$

283

 

 

$

329

 

 

$

 

 

$

1,334

 

Collectively evaluated for impairment

 

 

15,828

 

 

 

3,656

 

 

 

13,879

 

 

 

11,883

 

 

 

38,848

 

 

 

1,578

 

 

 

85,672

 

PCI loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total allowance for credit losses

 

$

15,886

 

 

$

3,816

 

 

$

14,383

 

 

$

12,166

 

 

$

39,177

 

 

$

1,578

 

 

$

87,006

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individually evaluated for impairment

 

$

58

 

 

$

 

 

$

56

 

 

$

 

 

$

571

 

 

$

 

 

$

685

 

Collectively evaluated for impairment

 

 

15,524

 

 

 

3,693

 

 

 

14,079

 

 

 

11,220

 

 

 

39,652

 

 

 

1,587

 

 

 

85,755

 

PCI loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total allowance for credit losses

 

$

15,582

 

 

$

3,693

 

 

$

14,135

 

 

$

11,220

 

 

$

40,223

 

 

$

1,587

 

 

$

86,440

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individually evaluated for impairment

 

$

 

 

$

25

 

 

$

61

 

 

$

 

 

$

2,741

 

 

$

 

 

$

2,827

 

Collectively evaluated for impairment

 

 

14,450

 

 

 

3,731

 

 

 

13,292

 

 

 

10,616

 

 

 

38,713

 

 

 

1,335

 

 

 

82,137

 

PCI loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total allowance for credit losses

 

$

14,450

 

 

$

3,756

 

 

$

13,353

 

 

$

10,616

 

 

$

41,454

 

 

$

1,335

 

 

$

84,964

 

 

22


PROSPERITY BANCSHARES, INC.® AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(UNAUDITED)

 

The following table details the recorded investment in loans by category of loan on the basis of the impairment methodology used to determine the allowance for credit losses as of June 30, 2019, December 31, 2018 and June 30, 2018, excluding $20.3 million, $29.4 million and $27.8 million, respectively, of residential mortgage loans held for sale.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction, Land Development and Other Land Loans

 

 

Agriculture and Agriculture Real Estate (includes Farmland)

 

 

1-4 Family (includes Home Equity)

 

 

Commercial Real Estate (includes Multi-Family Residential)

 

 

Commercial and Industrial

 

 

Consumer and Other

 

 

Total

 

 

 

(Dollars in thousands)

 

Recorded investment in loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individually evaluated for impairment

 

$

659

 

 

$

616

 

 

$

15,278

 

 

$

4,135

 

 

$

16,561

 

 

$

40

 

 

$

37,289

 

Collectively evaluated for impairment

 

 

1,738,219

 

 

 

735,515

 

 

 

2,673,569

 

 

 

3,544,596

 

 

 

1,508,944

 

 

 

320,983

 

 

 

10,521,826

 

PCI loans

 

 

430

 

 

 

339

 

 

 

4,116

 

 

 

2,937

 

 

 

123

 

 

 

 

 

 

7,945

 

Total loans evaluated for impairment

 

$

1,739,308

 

 

$

736,470

 

 

$

2,692,963

 

 

$

3,551,668

 

 

$

1,525,628

 

 

$

321,023

 

 

$

10,567,060

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individually evaluated for impairment

 

$

1,384

 

 

$

256

 

 

$

4,443

 

 

$

2,727

 

 

$

4,198

 

 

$

48

 

 

$

13,056

 

Collectively evaluated for impairment

 

 

1,620,413

 

 

 

728,883

 

 

 

2,668,982

 

 

 

3,532,364

 

 

 

1,479,222

 

 

 

289,438

 

 

 

10,319,302

 

PCI loans

 

 

492

 

 

 

362

 

 

 

4,117

 

 

 

3,466

 

 

 

151

 

 

 

 

 

 

8,588

 

Total loans evaluated for impairment

 

$

1,622,289

 

 

$

729,501

 

 

$

2,677,542

 

 

$

3,538,557

 

 

$

1,483,571

 

 

$

289,486

 

 

$

10,340,946

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individually evaluated for impairment

 

$

508

 

 

$

519

 

 

$

4,665

 

 

$

2,291

 

 

$

12,111

 

 

$

81

 

 

$

20,175

 

Collectively evaluated for impairment

 

 

1,541,567

 

 

 

708,721

 

 

 

2,658,656

 

 

 

3,398,158

 

 

 

1,508,509

 

 

 

271,643

 

 

 

10,087,254

 

PCI loans

 

 

696

 

 

 

377

 

 

 

4,380

 

 

 

5,017

 

 

 

899

 

 

 

 

 

 

11,369

 

Total loans evaluated for impairment

 

$

1,542,771

 

 

$

709,617

 

 

$

2,667,701

 

 

$

3,405,466

 

 

$

1,521,519

 

 

$

271,724

 

 

$

10,118,798

 

 

23


PROSPERITY BANCSHARES, INC.® AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(UNAUDITED)

 

Troubled Debt Restructurings. The restructuring of a loan is considered a “troubled debt restructuring” if both (1) the borrower is experiencing financial difficulties and (2) the creditor has granted a concession. Concessions may include interest rate reductions or below market interest rates, principal forgiveness, restructuring amortization schedules and other actions intended to minimize potential losses.  Under ASC Topic 310-40 “Receivables—Troubled Debt Restructurings by Creditors,” the Company evaluates all loan modifications to identify whether the restructuring constitutes a troubled debt restructuring.  As of June 30, 2019 and 2018, the Company had $14.3 million and $208 thousand, respectively, in outstanding troubled debt restructurings. The following table presents information regarding the recorded investment of loans modified as troubled debt restructurings during the six months ended June 30, 2019 and 2018.

 

 

 

Six Months Ended

 

 

 

June 30,

 

 

 

2019

 

 

2018

 

 

 

Number of Loans

 

 

Pre-Modification Outstanding Recorded Investment

 

 

Post-Modification Outstanding Recorded Investment

 

 

Number of Loans

 

 

Pre-Modification Outstanding Recorded Investment

 

 

Post-Modification Outstanding Recorded Investment

 

 

 

(Dollars in thousands)

 

Troubled Debt Restructurings

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction, land development and other land loans

 

 

 

 

$

 

 

$

 

 

 

 

 

$

 

 

$

 

Agriculture and agriculture real estate (includes farmland)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1-4 Family (includes home equity)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate (includes multi-family residential)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

 

1

 

 

 

14,783

 

 

 

14,258

 

 

 

2

 

 

 

198

 

 

 

162

 

Consumer and other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

1

 

 

$

14,783

 

 

$

14,258

 

 

 

2

 

 

$

198

 

 

$

162

 

 

As of June 30, 2019, there have been no defaults on any loans that were modified as troubled debt restructurings during the preceding twelve months. Default is determined at 90 or more days past due. For the six months ended June 30, 2019, the Company added one loan totaling $14.8 million as a new troubled debt restructuring, of which $14.3 million remained outstanding at June 30, 2019. For the six months ended June 30, 2018, the Company added two loans totaling $198 thousand as new troubled debt restructurings, of which $162 thousand remained outstanding at June 30, 2018. The modifications generally related to extending the amortization periods of the loans, which includes loans modified during bankruptcy. The Company did not grant principal reductions on any restructured loans at the time of modification. These modifications did not have a material impact on the Company’s determination of the allowance for credit losses.

 

 

24


PROSPERITY BANCSHARES, INC.® AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(UNAUDITED)

 

6. FAIR VALUE

The Company uses fair value measurements to record fair value adjustments to certain assets and to determine fair value disclosures. Fair values represent the estimated price that would be received from selling an asset or paid to transfer a liability, otherwise known as an “exit price.”  Securities available for sale are recorded at fair value on a recurring basis. Additionally, from time to time, the Company may be required to record other assets at fair value on a nonrecurring basis such as certain loans including residential mortgage loans held for sale, goodwill and other intangible assets and other real estate owned. These nonrecurring fair value adjustments typically involve application of lower-of-cost-or-market accounting or write downs of individual assets.  ASC Topic 820 “Fair Value Measurements and Disclosures” establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:

Fair Value Hierarchy

The Company groups financial assets and financial liabilities measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. These levels are:

 

Level 1—Quoted prices in active markets for identical assets or liabilities.

 

Level 2—Other significant observable inputs (including quoted prices in active markets for similar assets or liabilities) or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

 

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The fair value of an asset or liability is the price that would be received to sell that asset or paid to transfer that liability in an orderly transaction occurring in the principal market (or most advantageous market in the absence of a principal market) for such asset or liability. In estimating fair value, the Company utilizes valuation techniques that are consistent with the market approach, the income approach and/or the cost approach. Such valuation techniques are consistently applied. Inputs to valuation techniques include the assumptions that market participants would use in pricing an asset or liability.

The fair value disclosures below represent the Company’s estimates based on relevant market information and information about the financial instruments. Fair value estimates are based on judgments regarding current economic conditions, risk characteristics of the various instruments and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in the above methodologies and assumptions could significantly affect the estimates.

The following tables present fair values for assets and liabilities measured at fair value on a recurring basis:

 

  

 

As of  June 30, 2019

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

 

 

(Dollars in thousands)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Available for sale securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

States and political subdivisions

 

$

 

 

$

470

 

 

$

 

 

$

470

 

Collateralized mortgage obligations

 

 

 

 

 

244,922

 

 

 

 

 

 

244,922

 

Mortgage-backed securities

 

 

 

 

 

61,385

 

 

 

 

 

 

61,385

 

Total

 

$

 

 

$

306,777

 

 

$

 

 

$

306,777

 

 

25


PROSPERITY BANCSHARES, INC.® AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(UNAUDITED)

 

 

As of December 31, 2018

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

 

 

(Dollars in thousands)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Available for sale securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

States and political subdivisions

 

$

 

 

$

1,166

 

 

$

 

 

$

1,166

 

Collateralized mortgage obligations

 

 

 

 

 

12,756

 

 

 

 

 

 

12,756

 

Mortgage-backed securities

 

 

 

 

 

70,233

 

 

 

 

 

 

70,233

 

Total

 

$

 

 

$

84,155

 

 

$

 

 

$

84,155

 

 

Certain assets and liabilities are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). These instruments include other real estate owned, repossessed assets, held to maturity debt securities, loans held for sale and impaired loans, which are included as loans held for investment.  For the three and six months ended June 30, 2019, the Company had additions to other real estate owned of $569 thousand and $1.9 million, respectively, of which $569 thousand and $1.7 million, respectively, were outstanding as of June 30, 2019. For the three and six months ended June 30, 2019, the Company had additions to impaired loans of $2.1 million and $30.4 million, respectively, of which $2.1 million and $29.0 million, respectively, were outstanding as of June 30, 2019. The remaining financial assets and liabilities measured at fair value on a non-recurring basis that were recorded in 2019 and remained outstanding at June 30, 2019 were not significant.

The following tables present carrying and fair value information of financial instruments as of the dates indicated:

 

  

 

As of  June 30, 2019

 

 

 

Carrying

 

 

Estimated Fair Value

 

 

 

Amount

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets

 

(Dollars in thousands)

 

Cash and due from banks

 

$

302,069

 

 

$

302,069

 

 

$

 

 

$

 

 

$

302,069

 

Federal funds sold

 

 

555

 

 

 

555

 

 

 

 

 

 

 

 

 

555

 

Held to maturity securities

 

 

8,645,163

 

 

 

 

 

 

8,656,409

 

 

 

 

 

 

8,656,409

 

Loans held for sale

 

 

20,315

 

 

 

 

 

 

20,315

 

 

 

 

 

 

20,315

 

Loans held for investment, net of allowance

 

 

10,480,054

 

 

 

 

 

 

 

 

 

10,378,010

 

 

 

10,378,010

 

Other real estate owned

 

 

2,005

 

 

 

 

 

 

2,005

 

 

 

 

 

 

2,005

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noninterest-bearing

 

$

5,691,236

 

 

$

 

 

$

5,691,236

 

 

$

 

 

$

5,691,236

 

Interest-bearing

 

 

11,196,393

 

 

 

 

 

 

11,188,468

 

 

 

 

 

 

11,188,468

 

Other borrowings

 

 

940,874

 

 

 

 

 

 

940,915

 

 

 

 

 

 

940,915

 

Securities sold under repurchase agreements

 

 

313,825

 

 

 

 

 

 

313,821

 

 

 

 

 

 

313,821

 

 

26


PROSPERITY BANCSHARES, INC.® AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(UNAUDITED)

 

  

 

As of December 31, 2018

 

 

 

Carrying

 

 

Estimated Fair Value

 

 

 

Amount

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets

 

(Dollars in thousands)

 

Cash and due from banks

 

$

410,575

 

 

$

410,575

 

 

$

 

 

$

 

 

$

410,575

 

Federal funds sold

 

 

552

 

 

 

552

 

 

 

 

 

 

 

 

 

552

 

Held to maturity securities

 

 

9,324,811

 

 

 

 

 

 

9,081,236

 

 

 

 

 

 

9,081,236

 

Loans held for sale

 

 

29,367

 

 

 

 

 

 

29,367

 

 

 

 

 

 

29,367

 

Loans held for investment, net of allowance

 

 

10,254,506

 

 

 

 

 

 

 

 

 

10,144,556

 

 

 

10,144,556

 

Other real estate owned

 

 

1,805

 

 

 

 

 

 

1,805

 

 

 

 

 

 

1,805

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noninterest-bearing

 

$

5,666,115

 

 

$

 

 

$

5,666,115

 

 

$

 

 

$

5,666,115

 

Interest-bearing

 

 

11,590,443

 

 

 

 

 

 

11,564,521

 

 

 

 

 

 

11,564,521

 

Other borrowings

 

 

1,031,126

 

 

 

 

 

 

1,031,161

 

 

 

 

 

 

1,031,161

 

Securities sold under repurchase agreements

 

 

284,720

 

 

 

 

 

 

284,685

 

 

 

 

 

 

284,685

 

 

The following is a description of the fair value estimates, methods and assumptions that are used by the Company in estimating the fair values of financial instruments.

Loans held for sale— Loans held for sale are carried at the lower of cost or estimated fair value. Fair value for consumer mortgages held for sale is based on commitments on hand from investors or prevailing market prices. As such, the Company classifies loans held for sale subjected to nonrecurring fair value adjustments as Level 2.

Loans held for investment— The Company does not record loans at fair value on a recurring basis. As such, valuation techniques discussed herein for loans are primarily for estimating fair value disclosures. The Company refined the calculation to estimate fair value for loans held for investment to be in accordance with ASU 2016-01. The refined discounted cash flow calculation to determine fair value considers internal and market-based information such as prepayment risk, cost of funds and liquidity.

From time to time, the Company records nonrecurring fair value adjustments to impaired loans to reflect (1) partial write downs that are based on the observable market price or current appraised value of the collateral, or (2) the full charge-off of the loan carrying value. Where appraisals are not available, estimated cash flows are discounted using a rate commensurate with the credit risk associated with those cash flows. Assumptions regarding credit risk, cash flows and discount rates are judgmentally determined using available market information and specific borrower information. The Company classifies the estimated fair value of loans held for investment as Level 3.

Other real estate owned— Other real estate owned is primarily foreclosed properties securing residential loans and commercial real estate. Foreclosed assets are adjusted to fair value less estimated costs to sell upon transfer of the loans to other real estate owned. Subsequently, these assets are carried at the lower of carrying value or fair value less estimated costs to sell. Other real estate carried at fair value based on an observable market price or a current appraised value is classified by the Company as Level 2. When management determines that the fair value of other real estate requires additional adjustments, either as a result of a non-current appraisal or when there is no observable market price, the Company classifies the other real estate as Level 3.

The fair value estimates presented herein are based on pertinent information available to management at June 30, 2019. Although management is not aware of any factors that would significantly affect the estimated fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since those dates and, therefore, current estimates of fair value may differ significantly from the amounts presented herein.

 

27


PROSPERITY BANCSHARES, INC.® AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(UNAUDITED)

 

7. GOODWILL AND CORE DEPOSIT INTANGIBLES

Changes in the carrying amount of the Company’s goodwill and core deposit intangibles for the six months ended June 30, 2019 and the year ended December 31, 2018 were as follows: 

 

 

Goodwill

 

 

Core Deposit Intangibles

 

 

 

(Dollars in thousands)

 

Balance as of December 31, 2017

 

$

1,900,845

 

 

$

38,842

 

Less:

 

 

 

 

 

 

 

 

Amortization

 

 

 

 

 

(5,959

)

Balance as of December 31, 2018

 

 

1,900,845

 

 

 

32,883

 

Less:

 

 

 

 

 

 

 

 

Amortization

 

 

 

 

 

(2,584

)

Balance as of June 30, 2019

 

$

1,900,845

 

 

$

30,299

 

 

Goodwill is recorded on the acquisition date of each entity. The Company may record subsequent adjustments to goodwill for amounts undeterminable at acquisition date, such as deferred taxes and real estate valuations, and therefore the goodwill amounts may change accordingly. The Company initially records the total premium paid on acquisitions as goodwill. After finalizing the valuation, core deposit intangibles are identified and reclassified from goodwill to core deposit intangibles on the balance sheet. This reclassification has no effect on total assets, liabilities, shareholders’ equity, net income or cash flows. Management performs an evaluation annually, and more frequently if a triggering event occurs, of whether any impairment of the goodwill and core deposit intangibles has occurred. If any such impairment is determined, a write-down is recorded. As of June 30, 2019, there was no impairment recorded on goodwill and core deposit intangibles.

The measurement period for the Company to determine the fair value of acquired identifiable assets and assumed liabilities will be at the end of the earlier of (1) twelve months from the date of acquisition or (2) as soon as the Company receives the information it was seeking about facts and circumstances that existed as of the date of acquisition.

Core deposit intangibles are being amortized on a non-pro rata basis over their estimated lives, which the Company believes is between 10 and 15 years. Amortization expense related to intangible assets totaled $1.3 million and $1.5 million for the three months ended June 30, 2019 and 2018, respectively, and $2.6 million and $3.1 million for the six months ended June 30, 2019 and 2018, respectively. The estimated aggregate future amortization expense for core deposit intangibles remaining as of June 30, 2019 is as follows (dollars in thousands):

 

Remaining 2019

 

$

2,467

 

2020

 

 

4,483

 

2021

 

 

4,022

 

2022

 

 

3,664

 

2023

 

 

3,350

 

Thereafter

 

 

12,313

 

Total

 

$

30,299

 

 

 

8. STOCK–BASED COMPENSATION

At June 30, 2019, the Company had one stock-based employee compensation plan with awards outstanding.

During 2012, Bancshares’ Board of Directors established the Prosperity Bancshares, Inc. 2012 Stock Incentive Plan (the “2012 Plan”), which was approved by Bancshares’ shareholders and authorized the issuance of up to 1,250,000 shares of common stock upon the exercise of options granted under the 2012 Plan or pursuant to the grant or exercise, as the case may be, of other awards granted under the 2012 Plan, including restricted stock, stock appreciation rights, phantom stock awards and performance awards. As of June 30, 2019, a total of 344,500 shares of common stock have been issued pursuant to vested awards and 390,782 shares of unvested restricted stock have been granted under the 2012 Plan.

28


PROSPERITY BANCSHARES, INC.® AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(UNAUDITED)

 

As of June 30, 2019, the Company had no stock options outstanding. Stock-based compensation expense related to restricted stock was $2.3 million and $2.6 million during the three months ended June 30, 2019 and 2018, respectively, and $5.1 million and $5.2 million during the six months ended June 30, 2019 and 2018, respectively. As of June 30, 2019, there was $14.7 million of total unrecognized compensation expense related to stock-based compensation arrangements. That cost is expected to be recognized over a weighted average period of 1.68 years.

 

 

9. CONTRACTUAL OBLIGATIONS AND OFF-BALANCE SHEET ITEMS

Contractual Obligations

The Company’s contractual obligations and other commitments to make future payments as of June 30, 2019 (other than deposit obligations and securities sold under repurchase agreements) are summarized below.

Federal Home Loan Bank Borrowings

The Company’s future cash payments associated with its contractual obligations pursuant to its Federal Home Loan Bank (“FHLB”) advances and notes payable as of June 30, 2019 are summarized below. Payments for FHLB notes payable include interest of $75 thousand that will be paid over the future periods. The payments do not include pre-payment options that may be available to the Company.

 

 

1 year or less

 

 

More than 1 year but less than 3 years

 

 

3 years or more but less than 5 years

 

 

5 years or more

 

 

Total

 

 

 

(Dollars in thousands)

 

Federal Home Loan Bank advances and notes payable

 

$

940,323

 

 

$

448

 

 

$

125

 

 

$

53

 

 

$

940,949

 

 

 

Leases

The Company’s leases relate primarily to operating leases for office space and banking centers. The Company determines if an arrangement is a lease or contains a lease at inception. The Company’s leases have remaining lease terms of 1 to 13 years, which may include the option to extend the lease when it is reasonably certain for the Company to exercise that option. Operating lease right-of-use (ROU) assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The Company uses its incremental collateralized borrowing rate to determine the present value of lease payments. Short-term leases and leases with variable lease costs are immaterial and the Company does not have any sublease arrangements. As of June 30, 2019, operating lease ROU assets and lease liabilities were approximately $15 million. ROU assets and lease liabilities were classified as other assets and other liabilities, respectively.

As of June 30, 2019, the weighted average remaining lease terms of the Company’s operating leases were 5.2 years. The weighted average discount rate used to determine the lease liabilities as of June 30, 2019 for the Company’s operating leases was 3.43%. Cash paid for the Company’s operating leases for the three and six months ended June 30, 2019 was $1.4 million and $2.8 million, respectively.

The Company’s future undiscounted cash payments associated with its operating leases as of June 30, 2019 are summarized below (dollars in thousands).

 

Remaining 2019

 

$

2,412

 

2020

 

 

4,158

 

2021

 

 

3,129

 

2022

 

 

2,639

 

2023

 

 

2,066

 

2024

 

 

1,287

 

Thereafter

 

 

4,057

 

Total undiscounted lease payments

 

$

19,748

 

29


PROSPERITY BANCSHARES, INC.® AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(UNAUDITED)

 

The following table presents a summary of non-cancelable future operating lease commitments as of December 31, 2018 (dollars in thousands):

 

2019

 

$

4,897

 

2020

 

 

4,088

 

2021

 

 

3,013

 

2022

 

 

2,319

 

2023

 

 

2,025

 

Thereafter

 

 

3,597

 

Total non-cancelable lease payments

 

$

19,939

 

Off-Balance Sheet Items

In the normal course of business, the Company enters into various transactions that, in accordance with GAAP, are not included in its consolidated balance sheets. The Company enters into these transactions to meet the financing needs of its customers. These transactions include commitments to extend credit and standby letters of credit, which involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amounts recognized in the consolidated balance sheets.

The Company’s commitments associated with outstanding standby letters of credit and commitments to extend credit expiring by period as of June 30, 2019 are summarized below. Since commitments associated with letters of credit and commitments to extend credit may expire unused, the amounts shown do not necessarily reflect the actual future cash funding requirements.

 

 

 

1 year or less

 

 

More than 1 year but less than 3 years

 

 

3 years or more but less than 5 years

 

 

5 years or more

 

 

Total

 

 

 

(Dollars in thousands)

 

Standby letters of credit

 

$

59,278

 

 

$

6,892

 

 

$

1,540

 

 

$

 

 

$

67,710

 

Commitments to extend credit

 

 

1,079,334

 

 

 

423,900

 

 

 

109,412

 

 

 

1,027,608

 

 

 

2,640,254

 

Total

 

$

1,138,612

 

 

$

430,792

 

 

$

110,952

 

 

$

1,027,608

 

 

$

2,707,964

 

 

 

30


PROSPERITY BANCSHARES, INC.® AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2019

(UNAUDITED)

 

10. OTHER COMPREHENSIVE INCOME

The tax effects allocated to each component of other comprehensive income were as follows:

 

 

 

Three Months Ended June 30,

 

 

 

2019

 

 

2018

 

 

 

Before Tax Amount

 

 

Tax Effect

 

 

Net of Tax Amount

 

 

Before Tax Amount

 

 

Tax Effect

 

 

Net of Tax Amount

 

 

 

(Dollars in thousands)

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities available for sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in unrealized gain during period

 

$

716

 

 

$

(150

)

 

$

566

 

 

$

380

 

 

$

(80

)

 

$

300

 

Total securities available for sale

 

 

716

 

 

 

(150

)

 

 

566

 

 

 

380

 

 

 

(80

)

 

 

300

 

Total other comprehensive income

 

$

716

 

 

$

(150

)

 

$

566

 

 

$

380

 

 

$

(80

)

 

$

300

 

 

 

 

Six Months Ended June 30,

 

 

 

2019

 

 

2018

 

 

 

Before Tax Amount

 

 

Tax Effect

 

 

Net of Tax Amount

 

 

Before Tax Amount

 

 

Tax Effect

 

 

Net of Tax Amount

 

 

 

(Dollars in thousands)

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities available for sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in unrealized gain during period

 

$

1,219

 

 

$

(256

)

 

$

963

 

 

$

580

 

 

$

(122

)

 

$

458

 

Total securities available for sale

 

 

1,219

 

 

 

(256

)

 

 

963

 

 

 

580

 

 

 

(122

)

 

 

458

 

Total other comprehensive income

 

$

1,219

 

 

$

(256

)

 

$

963

 

 

$

580

 

 

$

(122

)

 

$

458

 

 

Activity in accumulated other comprehensive income associated with securities available for sale, net of tax, was as follows:

 

 

 

Securities Available for Sale

 

 

Accumulated Other Comprehensive Income

 

 

 

(Dollars in thousands)

 

Balance at December 31, 2018

 

$

310

 

 

$

310

 

Other comprehensive income

 

 

963

 

 

 

963

 

Balance at June 30, 2019

 

$

1,273

 

 

$

1,273

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2017

 

$

(113

)

 

$

(113

)

Other comprehensive income

 

 

458

 

 

 

458

 

Balance at June 30, 2018

 

$

345

 

 

$

345

 

 

 

11. ACQUISITIONS

On June 17, 2019, Bancshares and LegacyTexas Financial Group, Inc. (“LegacyTexas”) jointly announced the signing of a definitive agreement whereby LegacyTexas, the parent company of LegacyTexas Bank, will merge into Bancshares. LegacyTexas Bank operates 42 locations in 19 North Texas cities in and around the Dallas-Fort Worth area. As of June 30, 2019, LegacyTexas, on a consolidated basis, reported total assets of $9.9 billion, total gross loans of $8.7 billion and total deposits of $7.1 billion.

Under the terms of the merger agreement, stockholders of LegacyTexas will receive 0.5280 shares of Bancshares common stock and $6.28 cash for each LegacyTexas share. Consummation of the merger is subject to certain conditions, including the approval by the shareholders of Bancshares and LegacyTexas and customary regulatory approvals. Based on Bancshares’ closing price of $67.24 on June 14, 2019, the total consideration was valued at approximately $2.1 billion, or approximately $41.78 per share. The merger is expected to close during the fourth quarter of 2019, although delays could occur.

 

31


 

ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Special Cautionary Notice Regarding Forward-Looking Statements

Statements and financial discussion and analysis contained in this quarterly report on Form 10-Q that are not statements of historical fact constitute forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on assumptions and involve a number of risks and uncertainties, many of which are beyond the Company’s control. Forward-looking statements can be identified by words such as “believes,” “intends,” “expects,” “plans,” “will” and similar references to future periods. Many possible events or factors could affect the future financial results and performance of the Company and could cause such results or performance to differ materially from those expressed in the forward-looking statements. These possible events or factors include, but are not limited to:

 

changes in the strength of the United States economy in general and the strength of the local economies in which the Company conducts operations resulting in, among other things, a deterioration in credit quality or reduced demand for credit, including the result and effect on the Company’s loan portfolio and allowance for credit losses;

 

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

 

changes in the levels of loan prepayments and the resulting effects on the value of the Company’s loan portfolio;

 

changes in local economic and business conditions, including commodity prices, which adversely affect the Company’s customers and their ability to transact profitable business with the Company, including the ability of the Company’s borrowers to repay their loans according to their terms or a change in the value of the related collateral;

 

increased competition for deposits and loans adversely affecting rates and terms;

 

the timing, impact and other uncertainties of any future acquisitions, including the pending acquisition of LegacyTexas and the Company’s ability to identify suitable future acquisition candidates, the success or failure in the integration of their operations, and the ability to enter new markets successfully and capitalize on growth opportunities;

 

the possible impairment of goodwill associated with an acquisition and possible adverse short-term effects on the results of operations;

 

increased credit risk in the Company’s assets and increased operating risk caused by a material change in commercial, consumer and/or real estate loans as a percentage of the total loan portfolio;

 

the concentration of the Company’s loan portfolio in loans collateralized by real estate;

 

the failure of assumptions underlying the establishment of and provisions made to the allowance for credit losses;

 

changes in the availability of funds resulting in increased costs or reduced liquidity;

 

a deterioration or downgrade in the credit quality and credit agency ratings of the securities in the Company’s securities portfolio;

 

increased asset levels and changes in the composition of assets and the resulting impact on the Company’s capital levels and regulatory capital ratios;

 

the Company’s ability to acquire, operate and maintain cost effective and efficient systems without incurring unexpectedly difficult or expensive but necessary technological changes;

 

the loss of senior management or operating personnel and the potential inability to hire qualified personnel at reasonable compensation levels;

 

government intervention in the U.S. financial system;

 

changes in statutes and government regulations or their interpretations applicable to financial holding companies and the Company’s present and future banking and other subsidiaries, including changes in tax requirements and tax rates;

 

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 standard setters;

 

poor performance by external vendors;

 

the cost and effects of a failure, interruption, or breach of security of our systems;

32


 

 

the failure of analytical and forecasting models and tools used by the Company to estimate probable credit losses and to measure the fair value of financial instruments;

 

additional risks from new lines of businesses or new products and services;

 

claims or litigation related to intellectual property or fiduciary responsibilities;

 

the failure of the Company’s enterprise risk management framework to identify or address risks adequately;

 

a failure in or breach of operational or security systems of the Company’s infrastructure, or those of its third-party vendors and other service providers, including as a result of cyber attacks;

 

potential risk of environmental liability associated with lending activities;

 

acts of terrorism, an outbreak of hostilities or other international or domestic calamities, weather or other acts of God and other matters beyond the Company’s control; and

 

other risks and uncertainties described in the Company’s Annual Report on Form 10-K or in the Company’s other reports and documents filed with the Securities and Exchange Commission.

A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. The Company believes it has chosen these assumptions or bases in good faith and that they are reasonable. However, the Company cautions that assumptions or bases almost always vary from actual results, and the differences between assumptions or bases and actual results can be material. Therefore, the Company cautions against placing undue reliance on its forward-looking statements. The forward-looking statements speak only as of the date the statements are made. The Company undertakes no obligation to publicly update or otherwise revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Management’s Discussion and Analysis of Financial Condition and Results of Operations analyzes the major elements of the Company’s balance sheets and statements of income. This section should be read in conjunction with the Company’s consolidated financial statements and accompanying notes included elsewhere in this report and with the consolidated financial statements and accompanying notes and other detailed information appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

OVERVIEW

Prosperity Bancshares, Inc., a Texas corporation, was formed in 1983 to acquire the former Allied First Bank in Edna, Texas, which was chartered in 1949 as The First National Bank of Edna and is now known as Prosperity Bank. The Company is a registered financial holding company that derives substantially all of its revenues and income from the operation of its bank subsidiary, Prosperity Bank. The Bank provides a wide array of financial products and services to small and medium-sized businesses and consumers. As of June 30, 2019, the Bank operated 243 full-service banking locations; with 65 in the Houston area, including The Woodlands; 30 in the South Texas area including Corpus Christi and Victoria; 33 in the Dallas/Fort Worth area; 22 in the East Texas area; 29 in the Central Texas area including Austin and San Antonio; 34 in the West Texas area including Lubbock, Midland-Odessa and Abilene; 16 in the Bryan/College Station area; 6 in the Central Oklahoma area; and 8 in the Tulsa, Oklahoma area.  The Company’s principal executive office is located at Prosperity Bank Plaza, 4295 San Felipe in Houston, Texas, and its telephone number is (281) 269-7199. The Company’s website address is www.prosperitybankusa.com. Information contained on the Company’s website is not incorporated by reference into this quarterly report on Form 10-Q and is not part of this or any other report.

The Company generates the majority of its revenues from interest income on loans, service charges and fees on customer accounts and income from investment in securities. The revenues are partially offset by interest expense paid on deposits and other borrowings and noninterest expenses such as administrative and occupancy expenses. Net interest income is the difference between interest income on earning assets such as loans and securities and interest expense on liabilities such as deposits and borrowings which are used to fund those assets. Net interest income is the Company’s largest source of revenue. The level of interest rates and the volume and mix of earning assets and interest-bearing liabilities impact net interest income and margin.

Three principal components of the Company’s growth strategy are internal growth, efficient operations and acquisitions, including strategic merger transactions. The Company focuses on continual internal growth. The Company maintains separate data with respect to each banking center’s net interest income, efficiency ratio, deposit growth and loan growth for purposes of measuring its overall profitability. Banking center presidents and managers are accountable for performance in these areas and compensated accordingly. The Company also focuses on maintaining efficiency and stringent cost control practices and policies. The Company has centralized many of its critical operations, such as data processing and loan processing. Management believes that this centralized infrastructure can accommodate substantial additional growth and achieve necessary controls while enabling the Company to minimize operational costs through certain economies of scale.  The Company also intends to continue to seek expansion

33


 

opportunities. On June 17, 2019, Bancshares and LegacyTexas Financial Group, Inc. (“LegacyTexas”) jointly announced the signing of a definitive agreement whereby LegacyTexas, the parent company of LegacyTexas Bank, will merge into Bancshares.

Total assets were $22.38 billion at June 30, 2019 compared with $22.69 billion at December 31, 2018, a decrease of $318.2 million or 1.4%. Total loans were $10.59 billion at June 30, 2019 compared with $10.37 billion at December 31, 2018, an increase of $217.1 million or 2.1%. Total deposits were $16.89 billion at June 30, 2019 compared with $17.26 billion at December 31, 2018, a decrease of $368.9 million or 2.1%. Total shareholders’ equity was $4.13 billion at June 30, 2019 compared with $4.05 billion at December 31, 2018, an increase of $75.1 million or 1.9%.

CRITICAL ACCOUNTING POLICIES

The Company’s significant accounting policies are integral to understanding the results reported. The Company’s accounting policies are described in detail in Note 1 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. The Company believes that of its significant accounting policies, the following may involve a higher degree of judgment and complexity:

Allowance for Credit Losses — The allowance for credit losses is established through charges to earnings in the form of a provision for credit losses. The Company’s allowance for credit losses consists of two elements, (1) specific valuation allowances based on probable losses on impaired loans and (2) a general valuation allowance based on historical loan loss experience, general economic conditions and other qualitative risk factors both internal and external to the Company. The allowance for acquired credit losses is calculated as described under the heading “Accounting for Acquired Loans and the Allowance for Acquired Credit Losses” below. Management has established an allowance for credit losses which it believes is adequate for estimated losses in the Company’s loan portfolio. Based on an evaluation of the portfolio, management presents a quarterly review of the allowance for credit losses to the Bank’s Board of Directors, indicating any change in the allowance since the last review and any recommendations as to adjustments in the allowance. In making its evaluation, management considers factors such as historical loan loss experience, the amount of nonperforming assets and related collateral, the volume, growth and composition of the portfolio, current economic conditions that may affect the borrower’s ability to pay and the value of collateral, the evaluation of the portfolio through its internal loan review process and other relevant factors. Portions of the allowance may be allocated for specific credits; however, the entire allowance is available for any credit that, in management’s judgment, should be charged off. Charge-offs occur when loans are deemed to be uncollectible. For further discussion of the methodology used in the determination of the allowance for credit losses, see “Financial Condition – Allowance for Credit Losses” below.  

Accounting for Acquired Loans and the Allowance for Acquired Credit Losses — The Company accounts for its acquisitions using the acquisition method of accounting. Accordingly, the assets, including loans, and liabilities of the acquired entity were recorded at their fair values at the acquisition date. No allowance for credit losses related to the acquired loans is recorded on the acquisition date, as the fair value of the acquired loans incorporates assumptions regarding credit risk. These fair value estimates associated with acquired loans, and based on a discounted cash flow model, include estimates related to market interest rates and undiscounted projections of future cash flows that incorporate expectations of prepayments and the amount and timing of principal, interest and other cash flows, as well as any shortfalls thereof.

At period-end after acquisition, the fair-valued acquired loans from each acquisition are reassessed to determine whether an addition to the allowance for credit losses is appropriate due to further credit quality deterioration. For further discussion of the methodology used in the determination of the allowance for credit losses for acquired loans, see “Financial Condition – Allowance for Credit Losses” below.

Fair Values of Financial Instruments—The Company determines the fair market values of financial instruments based on the fair value hierarchy established which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value. Level 1 inputs include quoted active market prices, where available. If such quoted market prices are not available Level 2 inputs are used. These inputs are based upon internally developed analytical tools that primarily use observable market-based parameters. Level 3 inputs are unobservable inputs which are typically based on an entity’s own assumptions, as there is little, if any, related market activity. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

34


 

PENDING ACQUISITIONS

On June 17, 2019, Bancshares and LegacyTexas jointly announced the signing of a definitive agreement whereby LegacyTexas, the parent company of LegacyTexas Bank, will merge into Bancshares. LegacyTexas Bank operates 42 locations in 19 North Texas cities in and around the Dallas-Fort Worth area. As of June 30, 2019, LegacyTexas, on a consolidated basis, reported total assets of $9.9 billion, total gross loans of $8.7 billion and total deposits of $7.1 billion.

Under the terms of the merger agreement, stockholders of LegacyTexas will receive 0.5280 shares of Bancshares common stock and $6.28 cash for each LegacyTexas share. Consummation of the merger is subject to certain conditions, including the approval by the shareholders of Bancshares and LegacyTexas and customary regulatory approvals. Based on Bancshares’ closing price of $67.24 on June 14, 2019, the total consideration was valued at approximately $2.1 billion, or approximately $41.78 per share. The merger is expected to close during the fourth quarter of 2019, although delays could occur.

RESULTS OF OPERATIONS

Net income available to common shareholders was $82.3 million for the quarter ended June 30, 2019 compared with $81.6 million for the same period in 2018, an increase of $661 thousand or 0.8%. Net income per diluted common share was $1.18 for the quarter ended June 30, 2019 compared with $1.17 for the same period in 2018, an increase of 0.9%. The Company posted annualized returns on average common equity of 7.92% and 8.33%, annualized returns on average assets of 1.46% and 1.44% and efficiency ratios of 43.74% and 43.95% for the quarters ended June 30, 2019 and 2018, respectively. The efficiency ratio is calculated by dividing total non-interest expense by the sum of net interest income and non-interest income. Because the ratio is a measure of revenues and expenses resulting from our lending activities and fee-based banking services, net gains and losses on the sale of assets and securities are not included. Additionally, taxes are not part of this calculation.

For the six months ended June 30, 2019, net income available to common shareholders was $164.7 million compared with $156.0 million for the same period in 2018, an increase of $8.7 million or 5.6%. Net income per diluted common share was $2.36 for the six months ended June 30, 2019 compared with $2.23 for the same period in 2018, an increase of 5.8%. Net income and earnings per diluted common share for the six months ended June 30, 2018 were impacted by significant charge-offs during the first quarter of 2018. The Company posted annualized returns on average common equity of 7.99% and 8.01%, annualized returns on average assets of 1.46% and 1.38% and efficiency ratios of 43.34% and 44.07% for the six months ended June 30, 2019 and 2018, respectively.

Net Interest Income

The Company’s net interest income is affected by changes in the amount and mix of interest-earning assets and interest-bearing liabilities, referred to as a “volume change.” It is also affected by changes in yields earned on interest-earning assets and rates paid on interest-bearing deposits and other borrowed funds, referred to as a “rate change.”

For the Three Months Ended June 30, 2019

Net interest income before the provision for credit losses was $154.8 million for the quarter ended June 30, 2019, a decrease of $7.0 million or 4.3%, compared with $161.8 million for the same period in 2018. This change was primarily due to lower loan discount accretion for the second quarter of 2019 and the collection of previously identified troubled assets during the second quarter of 2018.

Interest income on loans was $133.5 million for the quarter ended June 30, 2019, an increase of $5.1 million or 4.0%, compared with $128.4 million for the same period in 2018. This increase was primarily due to higher average loans and higher loan rates, partially offset by a decrease in loan discount accretion for the second quarter of 2019 and the collection of previously identified troubled assets during the second quarter of 2018.

Interest income on securities was $53.9 million for the quarter ended June 30, 2019, a decrease of $1.6 million or 2.9%, compared with $55.6 million for the same period in 2018. This decrease was primarily due to lower average securities, partially offset by higher yields.

Average interest-bearing liabilities were $12.59 billion for the quarter ended June 30, 2019, a decrease of $388.5 million or 3.0%, compared with $12.98 billion for the same period in 2018. The net interest margin on a tax-equivalent basis decreased from 3.28% for the quarter ended June 30, 2018 to 3.16% for the quarter ended June 30, 2019. This change was primarily due to lower loan discount accretion for the second quarter of 2019 and the collection of previously identified troubled assets during the second quarter of 2018.

35


 

For the Six Months Ended June 30, 2019

Net interest income before the provision for credit losses was $309.7 million for the six months ended June 30, 2019, a decrease of $5.3 million or 1.7%, compared with $315.0 million for the same period in 2018.  This change was primarily due to higher rates on deposits and lower loan discount accretion, partially offset by higher balances and yields on loans. Additionally, net interest income for the six months ended June 30, 2018 was positively impacted by the collection of previously identified troubled assets.

Interest income on loans was $263.6 million for the six months ended June 30, 2019, an increase of $18.9 million or 7.7%, compared with $244.7 million for the same period in 2018. This increase was primarily due to higher average loans and higher loan rates, partially offset by lower loan discount accretion. Additionally, loan interest income for the six months ended June 30, 2018 was positively impacted by the collection of previously identified troubled assets. The Company had $14.6 million of total outstanding discounts on acquired loans, of which $13.4 million was accretable at June 30, 2019.

Interest income on securities was $109.6 million for the six months ended June 30, 2019, a decrease of $442 thousand or 0.4%, compared with $110.0 million for the same period in 2018.

Average interest-bearing liabilities were $12.70 billion for the six months ended June 30, 2019, a decrease of $342.9 million or 2.6%, compared with $13.04 billion for the same period in 2018. The net interest margin on a tax-equivalent basis decreased from 3.22% for the six months ended June 30, 2018 to 3.18% for the six months ended June 30, 2019. This change was primarily due to lower loan discount accretion for the six months ended June 30, 2019 and the collection of previously identified troubled assets during the six months ended June 30, 2018.

36


 

The following tables present, for the periods indicated, the total dollar amount of average balances, interest income from average interest-earning assets and the resultant yields, as well as the interest expense on average interest-bearing liabilities and the resultant rates.  Except as indicated in the footnotes, no tax-equivalent adjustments were made and all average balances are daily average balances. Any nonaccruing loans have been included in the table as loans carrying a zero yield.

 

 

 

Three Months Ended June 30,

 

 

 

2019

 

 

2018

 

 

 

Average Outstanding Balance

 

 

Interest Earned/Paid

 

 

Average Yield/Rate (1)

 

 

Average Outstanding Balance

 

 

Interest Earned/Paid

 

 

Average Yield/Rate (1)

 

 

 

(Dollars in thousands)

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-Earning Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans

 

$

10,520,425

 

 

$

133,525

 

 

 

5.09

%

 

$

10,044,064

 

 

$

128,445

 

 

 

5.13

%

Investment securities

 

 

9,185,877

 

 

 

53,944

 

 

 

2.36

%

 

 

9,770,963

 

 

 

55,577

 

 

 

2.28

%

Federal funds sold and other earning assets

 

 

64,335

 

 

 

318

 

 

 

1.98

%

 

 

79,947

 

 

 

299

 

 

 

1.50

%

Total interest-earning assets

 

 

19,770,637

 

 

 

187,787

 

 

 

3.81

%

 

 

19,894,974

 

 

 

184,321

 

 

 

3.72

%

Allowance for credit losses

 

 

(86,158

)

 

 

 

 

 

 

 

 

 

 

(84,285

)

 

 

 

 

 

 

 

 

Noninterest-earning assets

 

 

2,842,478

 

 

 

 

 

 

 

 

 

 

 

2,809,197

 

 

 

 

 

 

 

 

 

Total assets

 

$

22,526,957

 

 

 

 

 

 

 

 

 

 

$

22,619,886

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Shareholders' Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-Bearing Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing demand deposits

 

$

3,714,968

 

 

$

5,813

 

 

 

0.63

%

 

$

3,971,356

 

 

$

4,983

 

 

 

0.50

%

Savings and money market deposits

 

 

5,647,494

 

 

 

12,722

 

 

 

0.90

%

 

 

5,342,323

 

 

 

6,709

 

 

 

0.50

%

Certificates and other time deposits

 

 

2,057,033

 

 

 

8,027

 

 

 

1.57

%

 

 

2,094,065

 

 

 

4,369

 

 

 

0.84

%

Other borrowings

 

 

883,557

 

 

 

5,556

 

 

 

2.52

%

 

 

1,272,032

 

 

 

6,046

 

 

 

1.91

%

Securities sold under repurchase agreements

 

 

288,666

 

 

 

831

 

 

 

1.15

%

 

 

300,471

 

 

 

411

 

 

 

0.55

%

Total interest-bearing liabilities

 

 

12,591,718

 

 

 

32,949

 

 

 

1.05

%

 

 

12,980,247

 

 

 

22,518

 

 

 

0.70

%

Noninterest-Bearing Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noninterest-bearing demand deposits

 

 

5,674,615

 

 

 

 

 

 

 

 

 

 

 

5,646,114

 

 

 

 

 

 

 

 

 

Other liabilities

 

 

108,246

 

 

 

 

 

 

 

 

 

 

 

75,161

 

 

 

 

 

 

 

 

 

Total liabilities

 

 

18,374,579

 

 

 

 

 

 

 

 

 

 

 

18,701,522

 

 

 

 

 

 

 

 

 

Shareholders' equity

 

 

4,152,378

 

 

 

 

 

 

 

 

 

 

 

3,918,364

 

 

 

 

 

 

 

 

 

Total liabilities and shareholders' equity

 

$

22,526,957

 

 

 

 

 

 

 

 

 

 

$

22,619,886

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest rate spread

 

 

 

 

 

 

 

 

 

 

2.76

%

 

 

 

 

 

 

 

 

 

 

3.02

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income and margin (2) (3)

 

 

 

 

 

$

154,838

 

 

 

3.14

%

 

 

 

 

 

$

161,803

 

 

 

3.26

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income and margin (tax equivalent) (4)

 

 

 

 

 

$

155,665

 

 

 

3.16

%

 

 

 

 

 

$

162,706

 

 

 

3.28

%

______________

(1) Annualized and based on average balances on an actual 365-day basis for the three months ended June 30, 2019 and 2018.

(2) Yield is based on amortized cost and does not include any component of unrealized gains or losses.

(3) The net interest margin is equal to net interest income divided by average interest-earning assets.

(4) In order to make pretax income and resultant yields on tax-exempt investments and loans comparable to those on taxable investments and loans, a tax-equivalent adjustment has been computed using a federal income tax rate of 21%.

37


 

 

 

Six Months Ended June 30,

 

 

 

2019

 

 

2018

 

 

 

Average Outstanding Balance

 

 

Interest Earned/Paid

 

 

Average Yield/Rate (1)

 

 

Average Outstanding Balance

 

 

Interest Earned/Paid

 

 

Average Yield/Rate (1)

 

 

 

(Dollars in thousands)

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-Earning Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans

 

$

10,456,684

 

 

$

263,590

 

 

 

5.08

%

 

$

10,017,340

 

 

$

244,691

 

 

 

4.93

%

Investment securities

 

 

9,242,605

 

 

 

109,592

 

 

 

2.39

%

 

 

9,756,861

 

 

 

110,034

 

 

 

2.27

%

Federal funds sold and other earning assets

 

 

68,068

 

 

 

720

 

 

 

2.13

%

 

 

80,858

 

 

 

614

 

 

 

1.53

%

Total interest-earning assets

 

 

19,767,357

 

 

$

373,902

 

 

 

3.81

%

 

 

19,855,059

 

 

$

355,339

 

 

 

3.61

%

Allowance for credit losses

 

 

(86,332

)

 

 

 

 

 

 

 

 

 

 

(83,140

)

 

 

 

 

 

 

 

 

Noninterest-earning assets

 

 

2,853,199

 

 

 

 

 

 

 

 

 

 

 

2,816,449

 

 

 

 

 

 

 

 

 

Total assets

 

$

22,534,224

 

 

 

 

 

 

 

 

 

 

$

22,588,368

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Shareholders' Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-Bearing Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing demand deposits

 

$

3,930,475

 

 

$

12,625

 

 

 

0.65

%

 

$

4,180,631

 

 

$

10,046

 

 

 

0.48

%

Savings and money market deposits

 

 

5,560,625

 

 

 

23,906

 

 

 

0.87

%

 

 

5,409,991

 

 

 

11,951

 

 

 

0.45

%

Certificates and other time deposits

 

 

2,059,877

 

 

 

15,159

 

 

 

1.48

%

 

 

2,131,301

 

 

 

8,536

 

 

 

0.81

%

Other borrowings

 

 

864,322

 

 

 

10,873

 

 

 

2.54

%

 

 

1,003,259

 

 

 

9,019

 

 

 

1.81

%

Securities sold under repurchase agreements

 

 

280,692

 

 

 

1,590

 

 

 

1.14

%

 

 

313,730

 

 

 

761

 

 

 

0.49

%

Total interest-bearing liabilities

 

 

12,695,991

 

 

 

64,153

 

 

 

1.02

%

 

 

13,038,912

 

 

 

40,313

 

 

 

0.62

%

Noninterest-Bearing Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noninterest-bearing demand deposits

 

 

5,616,541

 

 

 

 

 

 

 

 

 

 

 

5,578,592

 

 

 

 

 

 

 

 

 

Other liabilities

 

 

97,610

 

 

 

 

 

 

 

 

 

 

 

78,270

 

 

 

 

 

 

 

 

 

Total liabilities

 

 

18,410,142

 

 

 

 

 

 

 

 

 

 

 

18,695,774

 

 

 

 

 

 

 

 

 

Shareholders' equity

 

 

4,124,082

 

 

 

 

 

 

 

 

 

 

 

3,892,594

 

 

 

 

 

 

 

 

 

Total liabilities and shareholders' equity

 

$

22,534,224

 

 

 

 

 

 

 

 

 

 

$

22,588,368

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest rate spread

 

 

 

 

 

 

 

 

 

 

2.79

%

 

 

 

 

 

 

 

 

 

 

2.99

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income and margin (2) (3)

 

 

 

 

 

$

309,749

 

 

 

3.16

%

 

 

 

 

 

$

315,026

 

 

 

3.20

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income and margin (tax equivalent) (4)

 

 

 

 

 

$

311,439

 

 

 

3.18

%

 

 

 

 

 

$

316,870

 

 

 

3.22

%

____________

(1) Annualized and based on average balances on an actual 365-day basis for the six months ended June 30, 2019 and 2018.

(2) Yield is based on amortized cost and does not include any component of unrealized gains or losses.

(3) The net interest margin is equal to net interest income divided by average interest-earning assets.

(4) In order to make pretax income and resultant yields on tax-exempt investments and loans comparable to those on taxable investments and loans, a tax-equivalent adjustment has been computed using a federal income tax rate of 21%.

38


 

The following table presents information regarding the dollar amount of changes in interest income and interest expense for the periods indicated for each major component of interest-earning assets and interest-bearing liabilities and distinguishes between the changes attributable to changes in volume and changes in interest rates.  For purposes of this table, changes attributable to both rate and volume which cannot be segregated have been allocated to rate.

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2019 vs. 2018

 

 

2019 vs. 2018

 

 

 

Increase

 

 

 

 

 

 

Increase

 

 

 

 

 

 

 

(Decrease)

 

 

 

 

 

 

(Decrease)

 

 

 

 

 

 

 

Due to Change in

 

 

 

 

 

 

Due to Change in

 

 

 

 

 

 

 

Volume

 

 

Rate

 

 

Total

 

 

Volume

 

 

Rate

 

 

Total

 

 

 

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-Earning Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans (1)

 

$

6,092

 

 

$

(1,012

)

 

$

5,080

 

 

$

10,732

 

 

$

8,167

 

 

$

18,899

 

Investment securities (1)

 

 

(3,328

)

 

 

1,695

 

 

 

(1,633

)

 

 

(5,800

)

 

 

5,358

 

 

 

(442

)

Federal funds sold and other earning assets

 

 

(58

)

 

 

77

 

 

 

19

 

 

 

(97

)

 

 

203

 

 

 

106

 

Total increase in interest income

 

 

2,706

 

 

 

760

 

 

 

3,466

 

 

 

4,835

 

 

 

13,728

 

 

 

18,563

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-Bearing Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing demand deposits

 

 

(322

)

 

 

1,152

 

 

 

830

 

 

 

(601

)

 

 

3,180

 

 

 

2,579

 

Savings and money market deposits

 

 

383

 

 

 

5,630

 

 

 

6,013

 

 

 

333

 

 

 

11,622

 

 

 

11,955

 

Certificates and other time deposits (1)

 

 

(77

)

 

 

3,735

 

 

 

3,658

 

 

 

(286

)

 

 

6,909

 

 

 

6,623

 

Other borrowings

 

 

(1,847

)

 

 

1,357

 

 

 

(490

)

 

 

(1,249

)

 

 

3,103

 

 

 

1,854

 

Securities sold under repurchase agreements

 

 

(16

)

 

 

436

 

 

 

420

 

 

 

(80

)

 

 

909

 

 

 

829

 

Total (decrease) increase in interest expense

 

 

(1,879

)

 

 

12,310

 

 

 

10,431

 

 

 

(1,883

)

 

 

25,723

 

 

 

23,840

 

Increase (decrease) in net interest income

 

$

4,585

 

 

$

(11,550

)

 

$

(6,965

)

 

$

6,718

 

 

$

(11,995

)

 

$

(5,277

)

______________

(1) Includes impact of purchase accounting adjustments.

Provision for Credit Losses

Management actively monitors the Company’s asset quality and provides specific loss provisions when necessary. Provisions for credit losses are charged to income to bring the total allowance for credit losses to a level deemed appropriate by management of the Company based on such factors as historical credit loss experience, the amount of nonperforming loans and related collateral, the volume growth and composition of the loan portfolio, current economic conditions that may affect the borrower’s ability to pay and the value of collateral, the evaluation of the loan portfolio through the internal loan review process and other relevant factors.

Loans are charged off against the allowance for credit losses when appropriate. Although management believes it uses the best information available to make determinations with respect to the provision for credit losses, future adjustments may be necessary if economic conditions differ from the assumptions used in making the initial determinations.

The Company recorded an $800 thousand provision for credit losses for the quarter ended June 30, 2019 and a $4.0 million provision for credit losses for the quarter ended June 30, 2018. Net recoveries were $115 thousand for the quarter ended June 30, 2019 compared with net charge-offs of $2.6 million for the quarter ended June 30, 2018.  The Company made a $1.5 million provision for credit losses for the six months ended June 30, 2019 and a $13.0 million provision for credit losses for the six months ended June 30, 2018. Net charge-offs were $934 thousand for the six months ended June 30, 2019 compared with $12.1 million for the six months ended June 30, 2018. See "Financial Condition – Allowance for Credit Losses" below for more information.

Noninterest Income

The Company’s primary sources of recurring noninterest income are nonsufficient funds (“NSF”) fees, credit, debit and ATM card income and service charges on deposit accounts. Additionally, the Company generates recurring noninterest income from its trust, mortgage and brokerage lines of business. Noninterest income does not include loan origination fees which are recognized over the life of the related loan as an adjustment to yield using the interest method. Noninterest income totaled $30.0 million for the three months ended June 30, 2019 compared with $28.4 million for the same period in 2018, an increase of $1.6 million or 5.6%. Noninterest income totaled $58.1 million for the six months ended June 30, 2019 compared with $56.3 million for the same period in 2018, an increase of $1.8 million or 3.2%. The change during both periods was primarily due to an increase in other noninterest income.

39


 

The following table presents, for the periods indicated, the major categories of noninterest income:

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

 

(Dollars in thousands)

 

Nonsufficient funds (NSF) fees

 

$

7,973

 

 

$

7,828

 

 

$

15,789

 

 

$

15,655

 

Credit card, debit card and ATM card income

 

 

6,480

 

 

 

6,335

 

 

 

12,451

 

 

 

12,296

 

Service charges on deposit accounts

 

 

4,989

 

 

 

5,150

 

 

 

9,987

 

 

 

10,425

 

Trust income

 

 

2,558

 

 

 

2,251

 

 

 

5,153

 

 

 

4,979

 

Mortgage income

 

 

990

 

 

 

1,109

 

 

 

1,712

 

 

 

1,872

 

Brokerage income

 

 

541

 

 

 

687

 

 

 

1,214

 

 

 

1,312

 

Bank owned life insurance income

 

 

1,321

 

 

 

1,317

 

 

 

2,610

 

 

 

2,628

 

Net gain (loss) on sale of assets

 

 

2

 

 

 

(44

)

 

 

60

 

 

 

(44

)

Net loss on sale of securities

 

 

 

 

 

(13

)

 

 

 

 

 

(13

)

Other

 

 

5,104

 

 

 

3,751

 

 

 

9,126

 

 

 

7,199

 

Total noninterest income

 

$

29,958

 

 

$

28,371

 

 

$

58,102

 

 

$

56,309

 

Noninterest Expense

Noninterest expense totaled $80.8 million for the quarter ended June 30, 2019 compared with $83.6 million for the quarter ended June 30, 2018, a decrease of $2.8 million or 3.3%. Noninterest expense totaled $159.4 million for the six months ended June 30, 2019 compared with $163.7 million for the six months ended June 30, 2018, a decrease of $4.3 million or 2.6%.  The change during both periods was primarily due to decreases in regulatory assessments and FDIC insurance and in other noninterest expense.

The following table presents, for the periods indicated, the major categories of noninterest expense:

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

 

(Dollars in thousands)

 

Salaries and employee benefits (1)

 

$

52,941

 

 

$

53,360

 

 

$

104,014

 

 

$

103,759

 

Non-staff expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net occupancy and equipment

 

 

5,492

 

 

 

5,692

 

 

 

10,958

 

 

 

11,301

 

Credit and debit card, data processing and software amortization

 

 

4,904

 

 

 

4,356

 

 

 

9,477

 

 

 

8,804

 

Regulatory assessments and FDIC insurance

 

 

2,325

 

 

 

3,575

 

 

 

4,699

 

 

 

7,150

 

Core deposit intangibles amortization

 

 

1,265

 

 

 

1,501

 

 

 

2,584

 

 

 

3,069

 

Depreciation

 

 

3,111

 

 

 

3,054

 

 

 

6,215

 

 

 

6,087

 

Communications (2)

 

 

2,183

 

 

 

2,606

 

 

 

4,453

 

 

 

5,186

 

Other real estate expense, net (3)

 

 

66

 

 

 

93

 

 

 

(28

)

 

 

304

 

Other

 

 

8,534

 

 

 

9,365

 

 

 

17,020

 

 

 

17,996

 

Total noninterest expense

 

$

80,821

 

 

$

83,602

 

 

$

159,392

 

 

$

163,656

 

 

(1) Includes stock-based compensation expense of $2.3 million and $2.6 million for the three months ended June 30, 2019 and 2018, respectively, and $5.1 million and $5.2 million for the six months ended June 30, 2019 and 2018, respectively.

(2) Communications expense includes telephone, data circuits, postage and courier expenses.

(3) Other real estate expense is net of rental income and gains and losses on sales of real estate.

40


 

Income Taxes

Income tax expense totaled $20.9 million for the three months ended June 30, 2019 compared with $21.0 million for the same period in 2018, a decrease of $58 thousand or 0.3%. Income tax expense totaled $42.3 million for the six months ended June 30, 2019 compared with $38.7 million for the same period in 2018, an increase of $3.6 million or 9.2%. This increase was due to higher pre-tax net earnings for the six months ended June 30, 2019. The Company’s effective tax rate for the three months ended June 30, 2019 and 2018 was 20.3% and 20.4%, respectively. The Company’s effective tax rate for the six months ended June 30, 2019 and 2018 was 20.4% and 19.9%, respectively. 

FINANCIAL CONDITION

Loan Portfolio

The Company separates its loan portfolio into two general categories of loans: (1) “legacy loans,” which are loans originated by Prosperity Bank and made pursuant to the Company’s loan policy and procedures in effect at the time the loan was made, and (2) “acquired loans,” which are loans acquired in a business combination and preliminarily recorded at fair value at acquisition date. Those acquired loans that are renewed or substantially modified after the date of the business combination, thereby subjecting them to the Company’s allowance for credit losses methodology, are referred to as “acquired legacy loans.” If a renewal or substantial modification of an acquired loan is underwritten by the Company with a new credit analysis, the loan may no longer be categorized as an acquired loan. For example, acquired loans to one borrower may be combined into a new loan with a new loan number and categorized as a legacy loan. Acquired loans with a fair value discount or premium at the date of the business combination that remained at the reporting date are referred to as “fair-valued acquired loans.” All fair-valued acquired loans are further categorized into “PCI loans” (purchased credit-impaired loans) and “Non-PCI loans.” Acquired loans with evidence of credit quality deterioration at acquisition for which it is probable that the Company would not be able to collect all contractual amounts due are PCI loans.

The following tables summarize the Company’s legacy and acquired loan portfolios broken out into legacy loans, acquired legacy loans, Non-PCI loans and PCI loans, as of the dates indicated.

 

 

 

June 30, 2019

 

 

 

 

 

 

 

Acquired Loans

 

 

 

 

 

 

 

Legacy Loans

 

 

Acquired Legacy Loans

 

 

Non-PCI Loans

 

 

PCI Loans

 

 

Total Loans

 

 

 

(Dollars in thousands)

 

Residential mortgage loans held for sale

 

$

20,315

 

 

$

 

 

$

 

 

$

 

 

$

20,315

 

Commercial and industrial

 

 

1,348,545

 

 

 

149,089

 

 

 

27,871

 

 

 

123

 

 

 

1,525,628

 

Real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction, land development and other land loans

 

 

1,711,630

 

 

 

15,096

 

 

 

12,152

 

 

 

430

 

 

 

1,739,308

 

1-4 family residential (includes home equity)

 

 

2,491,571

 

 

 

65,291

 

 

 

131,985

 

 

 

4,116

 

 

 

2,692,963

 

Commercial real estate (includes multi-family residential)

 

 

3,083,000

 

 

 

235,088

 

 

 

230,643

 

 

 

2,937

 

 

 

3,551,668

 

Farmland

 

 

484,784

 

 

 

12,071

 

 

 

44,275

 

 

 

339

 

 

 

541,469

 

Agriculture

 

 

157,163

 

 

 

37,786

 

 

 

52

 

 

 

 

 

 

195,001

 

Consumer and other

 

 

293,610

 

 

 

19,225

 

 

 

8,188

 

 

 

 

 

 

321,023

 

Total loans held for investment

 

 

9,570,303

 

 

 

533,646

 

 

 

455,166

 

 

 

7,945

 

 

 

10,567,060

 

Total

 

$

9,590,618

 

 

$

533,646

 

 

$

455,166

 

 

$

7,945

 

 

$

10,587,375

 

 

41


 

 

 

December 31, 2018

 

 

 

 

 

 

 

Acquired Loans

 

 

 

 

 

 

 

Legacy Loans

 

 

Acquired Legacy Loans

 

 

Non-PCI Loans

 

 

PCI Loans

 

 

Total Loans

 

 

 

(Dollars in thousands)

 

Residential mortgage loans held for sale

 

$

29,367

 

 

$

 

 

$

 

 

$

 

 

$

29,367

 

Commercial and industrial

 

 

1,281,069

 

 

 

170,221

 

 

 

32,130

 

 

 

151

 

 

 

1,483,571

 

Real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction, land development and other land loans

 

 

1,595,052

 

 

 

11,101

 

 

 

15,644

 

 

 

492

 

 

 

1,622,289

 

1-4 family residential (includes home equity)

 

 

2,446,160

 

 

 

73,809

 

 

 

153,456

 

 

 

4,117

 

 

 

2,677,542

 

Commercial real estate (includes multi-family residential)

 

 

3,003,176

 

 

 

276,849

 

 

 

255,066

 

 

 

3,466

 

 

 

3,538,557

 

Farmland

 

 

485,101

 

 

 

13,431

 

 

 

46,479

 

 

 

362

 

 

 

545,373

 

Agriculture

 

 

139,849

 

 

 

44,208

 

 

 

71

 

 

 

 

 

 

184,128

 

Consumer and other

 

 

257,484

 

 

 

22,841

 

 

 

9,161

 

 

 

 

 

 

289,486

 

Total loans held for investment

 

 

9,207,891

 

 

 

612,460

 

 

 

512,007

 

 

 

8,588

 

 

 

10,340,946

 

Total

 

$

9,237,258

 

 

$

612,460

 

 

$

512,007

 

 

$

8,588

 

 

$

10,370,313

 

 

At June 30, 2019, total loans were $10.59 billion, an increase of $217.1 million or 2.1%, compared with $10.37 billion at December 31, 2018. Loans at June 30, 2019 included $20.3 million of loans held for sale compared with $29.4 million at December 31, 2018. At June 30, 2019, loans represented 47.3% of total assets compared with 45.7% of total assets at December 31, 2018.

The loan portfolio consists of various types of loans categorized by major type as follows:

(i) Commercial and Industrial Loans. In nearly all cases, the Company’s commercial loans are made in the Company’s market areas and are underwritten on the basis of the borrower’s ability to service the debt from income. As a general practice, the Company takes as collateral a lien on any available real estate, equipment or other assets owned by the borrower and obtains a personal guaranty of the borrower or principal. Working capital loans are primarily collateralized by short-term assets whereas term loans are primarily collateralized by long-term assets. In general, commercial loans involve more credit risk than residential mortgage loans and commercial mortgage loans and, therefore, usually yield a higher return. The increased risk in commercial loans is due to the type of collateral securing these loans as well as the expectation that commercial loans generally will be serviced principally from the operations of the business, and those operations may not be successful. Historical trends have shown these types of loans to have higher delinquencies than mortgage loans. As a result of these additional complexities, variables and risks, commercial loans require more thorough underwriting and servicing than other types of loans.

Included in commercial and industrial loans are (1) commitments to oil and gas producers secured by proven, developed and producing reserves and (2) commitments to service, equipment and midstream companies secured mainly by accounts receivable, inventory and equipment. Mineral reserve values supporting commitments to producers are normally re-determined semi-annually using reserve studies prepared by a third-party or the Company’s oil and gas engineer. Accounts receivable and inventory borrowing bases for service companies are typically re-determined monthly. Funding requests by both producers and service companies are monitored relative to the most recently determined borrowing base. As of June 30, 2019, oil and gas loans totaled $367.0 million or 3.5% of total loans, compared with total oil and gas loans of $372.5 million or 3.6% of total loans as of December 31, 2018. In addition, as of June 30, 2019, the Company had total unfunded commitments to oil and gas companies of $220.4 million compared with total unfunded commitments to oil and gas companies of $238.5 million as of December 31, 2018. Total unfunded commitments to producers include letters of credit issued in lieu of oil well plugging bonds.

(ii) Commercial Real Estate. The Company makes commercial real estate loans collateralized by owner-occupied and nonowner-occupied real estate to finance the purchase of real estate. The Company’s commercial real estate loans are collateralized by first liens on real estate, typically have variable interest rates (or five year or less fixed rates) and amortize over a 15- to 20-year period. Payments on loans secured by nonowner-occupied properties are often dependent on the successful operation or management of the properties. Accordingly, repayment of these loans may be subject to adverse conditions in the real estate market or the economy to a greater extent than other types of loans. The Company seeks to minimize these risks in a variety of ways, including giving careful consideration to the property’s operating history, future operating projections, current and projected occupancy, location and physical condition in connection with underwriting these loans. The underwriting analysis also includes credit verification, analysis of global cash flow, appraisals and a review of the financial condition of the borrower.

42


 

(iii) 1-4 Family Residential Loans. The Company’s lending activities also include the origination of 1-4 family residential mortgage loans (including home equity loans) collateralized by owner-occupied and nonowner-occupied residential properties located in the Company’s market areas. The Company offers a variety of mortgage loan portfolio products which generally are amortized over five to 25 years. Loans collateralized by 1-4 family residential real estate generally have been originated in amounts of no more than 89% of appraised value or have mortgage insurance. The Company requires mortgage title insurance and hazard insurance. The Company retains these portfolio loans for its own account rather than selling them into the secondary market. By doing so, the Company incurs interest rate risk as well as the risks associated with nonpayments on such loans. The Company’s mortgage department also offers a variety of mortgage loan products which are generally amortized over 30 years, including FHA and VA loans. The Company sells these longer-term loans into the secondary market.

(iv) Construction, Land Development and Other Land Loans. The Company makes loans to finance the construction of residential and nonresidential properties. Construction loans generally are collateralized by first liens on real estate and have floating interest rates. The Company conducts periodic inspections, either directly or through an agent, prior to approval of periodic draws on these loans. Underwriting guidelines similar to those described above are also used in the Company’s construction lending activities. Construction loans involve additional risks attributable to the fact that loan funds are advanced upon the security of a project under construction, and the project is of uncertain value prior to its completion. Because of uncertainties inherent in estimating construction costs, the market value of the completed project and the effects of governmental regulation on real property, it can be difficult to accurately evaluate the total funds required to complete a project and the related loan to value ratio. As a result of these uncertainties, construction lending often involves the disbursement of substantial funds with repayment dependent, in part, on the success of the ultimate project rather than the ability of a borrower or guarantor to repay the loan. If the Company is forced to foreclose on a project prior to completion, the Company may not be able to recover all of the unpaid portion of the loan. In addition, the Company may be required to fund additional amounts to complete a project and may have to hold the property for an indeterminate period of time. Although the Company has underwriting procedures designed to identify what it believes to be acceptable levels of risks in construction lending, these procedures may not prevent losses from the risks described above.

(v) Agriculture Loans. The Company provides agriculture loans for short-term beef and crop production, including rice, cotton, milo and corn, farm equipment financing and agriculture real estate financing. The Company evaluates agriculture borrowers primarily based on their historical profitability, level of experience in their particular agriculture industry, overall financial capacity and the availability of secondary collateral to withstand economic and natural variations common to the industry. Because agriculture loans present a higher level of risk associated with events caused by nature, the Company routinely makes on-site visits and inspections in order to identify and monitor such risks.

(vi) Consumer Loans. Consumer loans made by the Company include direct “A”-credit automobile loans, recreational vehicle loans, boat loans, home improvement loans, personal loans (collateralized and uncollateralized), credit cards and deposit account collateralized loans. The terms of these loans typically range from 12 to 180 months and vary based upon the nature of collateral and size of loan. Generally, consumer loans entail greater risk than do real estate secured loans, particularly in the case of consumer loans that are unsecured or collateralized by rapidly depreciating assets such as automobiles. In such cases, any repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment for the outstanding loan balance. The remaining deficiency often does not warrant further substantial collection efforts against the borrower beyond obtaining a deficiency judgment. In addition, consumer loan collections are dependent on the borrower’s continuing financial stability, and thus are more likely to be adversely affected by job loss, divorce, illness or personal bankruptcy. Furthermore, the application of various federal and state laws may limit the amount which can be recovered on such loans.

The Company maintains an independent loan review department that reviews and validates the credit risk program on a periodic basis. Results of these reviews are presented to management. The loan review process complements and reinforces the risk identification and assessment decisions made by lenders and credit personnel, as well as the Company’s policies and procedures.

Nonperforming Assets

Nonperforming assets include loans on nonaccrual status, accruing loans 90 days or more past due, repossessed assets and real estate which has been acquired through foreclosure and is awaiting disposition. Nonperforming assets do not include PCI loans unless the timing and amount of projected cash flows can no longer be reasonably estimated. PCI loans become subject to the Company's allowance for credit losses methodology when a deterioration in projected cash flows is identified.

The Company generally places a loan on nonaccrual status and ceases accruing interest when the payment of principal or interest is delinquent for 90 days, or earlier in some cases, unless the loan is in the process of collection and the underlying collateral fully supports the carrying value of the loan.

43


 

Nonperforming assets increased $22.6 million, or 119.2%, to $41.6 million at June 30, 2019 compared with $19.0 million at December 31, 2018, of which $3.3 million and $4.7 million, respectively, were attributable to acquired loans. The increase in nonperforming assets was primarily due to a commercial and industrial loan and a 1-4 family residential loan being placed on nonaccrual during the six months ended June 30, 2019.

The following tables present information regarding nonperforming assets differentiated among legacy loans, acquired legacy loans, Non-PCI loans and PCI loans, as of the dates indicated:

 

 

 

June 30, 2019

 

 

 

 

 

 

 

Acquired Loans

 

 

 

 

 

 

 

Legacy Loans

 

 

Acquired Legacy Loans

 

 

Non-PCI Loans

 

 

PCI Loans

 

 

Total

 

 

 

(Dollars in thousands)

 

Nonaccrual loans (1)

 

$

34,092

 

 

$

1,138

 

 

$

2,059

 

 

$

 

 

$

37,289

 

Accruing loans 90 or more days past due

 

 

1,594

 

 

 

 

 

 

 

 

 

 

 

 

1,594

 

Total nonperforming loans

 

 

35,686

 

 

 

1,138

 

 

 

2,059

 

 

 

 

 

 

38,883

 

Repossessed assets

 

 

650

 

 

 

 

 

 

20

 

 

 

 

 

 

670

 

Other real estate

 

 

1,970

 

 

 

 

 

 

35

 

 

 

 

 

 

2,005

 

Total nonperforming assets

 

$

38,306

 

 

$

1,138

 

 

$

2,114

 

 

$

 

 

$

41,558

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nonperforming assets to total loans and other real estate by category

 

 

0.40

%

 

 

0.21

%

 

 

0.46

%

 

 

 

 

0.39

%

 

 

 

December 31, 2018

 

 

 

 

 

 

 

Acquired Loans

 

 

 

 

 

 

 

Legacy Loans

 

 

Acquired Legacy Loans

 

 

Non-PCI Loans

 

 

PCI Loans

 

 

Total

 

 

 

(Dollars in thousands)

 

Nonaccrual loans (1)

 

$

9,177

 

 

$

1,737

 

 

$

2,214

 

 

$

19

 

 

$

13,147

 

Accruing loans 90 or more days past due

 

 

3,783

 

 

 

221

 

 

 

 

 

 

 

 

 

4,004

 

Total nonperforming loans

 

 

12,960

 

 

 

1,958

 

 

 

2,214

 

 

 

19

 

 

 

17,151

 

Repossessed assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other real estate

 

 

1,315

 

 

 

455

 

 

 

35

 

 

 

 

 

 

1,805

 

Total nonperforming assets

 

$

14,275

 

 

$

2,413

 

 

$

2,249

 

 

$

19

 

 

$

18,956

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nonperforming assets to total loans and other real estate by category

 

 

0.15

%

 

 

0.39

%

 

 

0.44

%

 

 

0.22

%

 

 

0.18

%

 

(1) Includes troubled debt restructurings of $14.3 million and $51 thousand as of June 30, 2019 and December 31, 2018, respectively.

Nonperforming assets were 0.39% of total loans and other real estate at June 30, 2019 compared with 0.18% of total loans and other real estate at December 31, 2018. The allowance for credit losses as a percentage of total nonperforming loans was 223.8% at June 30, 2019 and 504.0% at December 31, 2018.    

Allowance for Credit Losses

 

The allowance for credit losses is established through charges to earnings in the form of a provision for credit losses. The amount of the allowance for credit losses is affected by the following: (1) charge-offs of loans that occur when loans are deemed uncollectible and decrease the allowance, (2) recoveries on loans previously charged off that increase the allowance and (3) provisions for credit losses charged to earnings that increase the allowance. Based on an evaluation of the loan portfolio and consideration of the factors listed below, management presents a quarterly review of the allowance for credit losses to the Bank’s Board of Directors, indicating any change in the allowance since the last review and any recommendations as to adjustments in the allowance. Although management believes it uses the best information available to make determinations with respect to the allowance for credit losses, future adjustments may be necessary if economic conditions or the borrower’s performance differ from the assumptions used in making the initial determinations.

44


 

The Company’s allowance for credit losses consists of two components: a specific valuation allowance based on probable losses on specifically identified loans and a general valuation allowance based on historical loan loss experience, general economic conditions and other qualitative risk factors both internal and external to the Company.

In setting the specific valuation allowance, the Company follows a loan review program to evaluate the credit risk in the total loan portfolio and assigns risk grades to each loan. Through this loan review process, the Company maintains an internal list of impaired loans which, along with the delinquency list of loans, helps management assess the overall quality of the loan portfolio and the adequacy of the allowance for credit losses. All loans that have been identified as impaired are reviewed on a quarterly basis in order to determine whether a specific reserve is required. For certain impaired loans, the Company allocates a specific loan loss reserve primarily based on the value of the collateral securing the impaired loan. The specific reserves are determined on an individual loan basis. Loans for which specific reserves are provided are excluded from the general valuation allowance described below.

In determining the amount of the general valuation allowance, management considers factors such as historical loan loss experience, concentration risk of specific loan types, the volume, growth and composition of the Company’s loan portfolio, current economic conditions that may affect the borrower’s ability to pay and the value of collateral, the evaluation of the Company’s loan portfolio through its internal loan review process, general economic conditions and other qualitative risk factors both internal and external to the Company and other relevant factors. Based on a review of these factors for each loan type, the Company applies an estimated percentage to the outstanding balance of each loan type, excluding any loan that has a specific reserve allocated to it. The Company uses this information to establish the amount of the general valuation allowance.

A change in the allowance for credit losses can be attributable to several factors, most notably (1) specific reserves identified for impaired loans, (2) historical credit loss information, (3) changes in environmental factors and (4) growth in the balance of legacy loans and the re-categorization of fair-valued acquired loans to acquired legacy loans, which subjects such loans to the allowance methodology.

Changes in the Company’s asset quality are reflected in the allowance in several ways. Specific reserves that are calculated on a loan-by-loan basis and the qualitative assessment of all other loans reflect current changes in the credit quality of the loan portfolio. Historical credit losses, on the other hand, are based on a three-year look back period, which are then applied to estimate current credit losses inherent in the loan portfolio. A deterioration in the credit quality of the loan portfolio in the current period would increase the historical credit loss factor to be applied in future periods, just as an improvement in credit quality would decrease the historical credit loss factor.

The allowance for credit losses is further determined by the size of the loan portfolio subject to the allowance methodology and environmental factors that include Company-specific risk indicators and general economic conditions, both of which are constantly changing. The Company evaluates the economic and portfolio-specific factors on a quarterly basis to determine a qualitative component of the general valuation allowance. The factors include economic metrics, business conditions, delinquency trends, credit concentrations, nature and volume of the portfolio and other adjustments for items not covered by specific reserves and historical loss experience.  Management’s assessment of qualitative factors is a statistically based approach to determine the inherent probable loss associated with such factors. Based on the Company’s actual historical loan loss experience relative to economic and loan portfolio-specific factors at the time the losses occurred, management is able to identify the probable level of incurred losses as of the date of measurement. The correlation of historical loss experience with current economic conditions provides an estimate of inherent and probable losses that has not been previously factored into the general valuation allowance by the determination of specific reserves and recent historical losses.  Additionally, the Company considers qualitative factors not easily quantified and the possibility of model imprecision.

Utilizing the aggregation of specific reserves, historical loss experience and a qualitative component, management is able to determine the valuation allowance to reflect the full inherent probable loss.

In determining the allowance for credit losses, management also considers the type of loan (legacy or acquired) and the credit quality of the loan. The Company distinguishes between legacy loans and acquired legacy loans, which are accounted for under the contractual yield method, and fair-valued acquired loans consisting of Non-PCI loans and PCI loans, which are accounted for as purchased loans.

45


 

Loans acquired in business combinations are initially recorded at fair value, which includes an estimate of inherent credit losses expected to be realized over the remaining lives of the loans, and therefore no corresponding allowance for credit losses is recorded for these loans at acquisition.  When a fair-valued acquired loan is renewed at its maturity date, the loan is re-categorized as an acquired legacy loan. When a fair-valued acquired loan is modified after acquisition, the loan is independently evaluated subsequent to the modification decision to determine whether the modification was substantial, and therefore, requires that the loan be re-categorized as an acquired legacy loan.  This determination is based on a discounted cash-flow analysis.  Generally, when a change in discounted cash-flow of greater than 10% is identified, the fair-valued acquired loan becomes categorized as an acquired legacy loan.  If and when a fair-valued acquired loan becomes an acquired legacy loan, the acquired legacy loan is evaluated at the time of renewal or modification in accordance with the Company’s allowance for credit losses methodology described above.

Non-PCI loans that were not deemed impaired subsequent to the acquisition date are considered non-impaired and are evaluated as part of the general valuation allowance.  Non-PCI loans that have not become impaired subsequent to acquisition are segregated into a pool for each acquisition for allowance calculation purposes.  For each pool, the Company estimates a hypothetical allowance for credit losses also referred to as an “indicated reserve” that is calculated in accordance with GAAP requirements.  The Company uses the acquired bank’s past loss history adjusted for qualitative factors to establish the indicated reserve.  The indicated reserve for each pool of Non-PCI loans is compared with the remaining discount for the respective pool to test for credit quality deterioration and the possible need for a loan loss provision.  To the extent the remaining discount of the pool is greater than the indicated reserve, no additional allowance is necessary. If the remaining discount of the pool is less than the indicated reserve, the difference results in an increase to the allowance recorded through a provision for credit losses.

Non-PCI loans that have deteriorated to an impaired status subsequent to acquisition are evaluated for a specific reserve on a quarterly basis which, when identified, is added to the allowance for credit losses. The Company reviews impaired Non-PCI loans on a loan-by-loan basis and determines the specific reserve based on the difference between the recorded investment in the loan and one of three factors: expected future cash flows, observable market price or fair value of the collateral. Because essentially all of the Company’s impaired Non-PCI loans have been collateral-dependent, the amount of the specific reserve historically has been determined by comparing the fair value of the collateral securing the Non-PCI loan with the recorded investment in such loan. In the future, the Company will continue to analyze impaired Non-PCI loans on a loan-by-loan basis and may use an alternative measurement method to determine the specific reserve, as appropriate and in accordance with applicable accounting standards.

PCI loans are individually monitored on a quarterly basis to assess for deterioration subsequent to acquisition and are only subject to the Company’s allowance methodology when a deterioration in projected cash flows is identified.  If a deterioration in projected cash flows is identified, an additional provision for credit losses is made.  PCI loans were recorded at their acquisition date fair values, which were based on expected cash flows and included estimates of expected future credit losses. The Company’s estimates of loan fair values at the acquisition date may be adjusted for a period of up to one year as the Company continues to evaluate its estimate of expected future cash flows at the acquisition date. If the Company determines that losses arose after the acquisition date, the additional losses will be reflected as a provision for credit losses.  An allowance for credit losses is not calculated for PCI loans that have not experienced deterioration subsequent to the acquisition date.  See “Critical Accounting Policies” above for more information.

As described in the section captioned “Critical Accounting Policies” above, the Company’s determination of the allowance for credit losses involves a high degree of judgment and complexity. The Company’s analysis of qualitative, or environmental, factors on pools of loans with common risk characteristics, in combination with the quantitative historical loss information and specific reserves, provides the Company with an estimate of inherent losses. The allowance must reflect changes in the balance of loans subject to the allowance methodology, as well as the estimated imminent losses associated with those loans.

46


 

The following tables present, as of and for the periods indicated, information regarding the allowance for credit losses differentiated between legacy loans and acquired loans. Reported net charge-offs may include those from Non-PCI loans and PCI loans, but only if the total charge-off required is greater than the remaining discount.

 

 

 

As of and for the Six Months Ended June 30, 2019

 

 

 

Legacy

 

 

Acquired

 

 

 

 

 

 

 

Loans

 

 

Loans

 

 

Total

 

 

 

(Dollars in thousands)

 

Average loans outstanding

 

$

9,388,230

 

 

$

1,068,454

 

 

$

10,456,684

 

Gross loans outstanding at end of period

 

$

9,590,618

 

 

$

996,757

 

 

$

10,587,375

 

Allowance for credit losses at beginning of period

 

$

78,956

 

 

$

7,484

 

 

$

86,440

 

Provision for credit losses

 

 

3,206

 

 

 

(1,706

)

 

 

1,500

 

Charge-offs:

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

 

(2,077

)

 

 

(5

)

 

 

(2,082

)

Real estate and agriculture

 

 

(130

)

 

 

(19

)

 

 

(149

)

Consumer and other

 

 

(1,776

)

 

 

(21

)

 

 

(1,797

)

Recoveries:

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

 

755

 

 

 

436

 

 

 

1,191

 

Real estate and agriculture

 

 

1,357

 

 

 

11

 

 

 

1,368

 

Consumer and other

 

 

521

 

 

 

14

 

 

 

535

 

Net charge-offs

 

 

(1,350

)

 

 

416

 

 

 

(934

)

Allowance for credit losses at end of period

 

$

80,812

 

 

$

6,194

 

 

$

87,006

 

Ratio of allowance to end of period loans

 

 

0.84

%

 

 

0.62

%

 

 

0.82

%

Ratio of net charge-offs (recoveries) to average loans (annualized)

 

 

0.03

%

 

 

(0.08

%)

 

 

0.02

%

Ratio of allowance to end of period nonperforming loans

 

 

226.5

%

 

 

193.7

%

 

 

223.8

%

 

 

 

 

As of and for the Six Months Ended June 30, 2018

 

 

 

Legacy

 

 

Acquired

 

 

 

 

 

 

 

Loans

 

 

Loans

 

 

Total

 

 

 

(Dollars in thousands)

 

Average loans outstanding

 

$

8,655,398

 

 

$

1,361,942

 

 

$

10,017,340

 

Gross loans outstanding at end of period

 

$

8,874,629

 

 

$

1,271,936

 

 

$

10,146,565

 

Allowance for credit losses at beginning of period

 

$

73,407

 

 

$

10,634

 

 

$

84,041

 

Provision for credit losses

 

 

13,571

 

 

 

(571

)

 

 

13,000

 

Charge-offs:

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

 

(8,148

)

 

 

(1,222

)

 

 

(9,370

)

Real estate and agriculture

 

 

(1,630

)

 

 

(375

)

 

 

(2,005

)

Consumer and other

 

 

(1,882

)

 

 

(29

)

 

 

(1,911

)

Recoveries:

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

 

74

 

 

 

233

 

 

 

307

 

Real estate and agriculture

 

 

123

 

 

 

7

 

 

 

130

 

Consumer and other

 

 

767

 

 

 

5

 

 

 

772

 

Net charge-offs

 

 

(10,696

)

 

 

(1,381

)

 

 

(12,077

)

Allowance for credit losses at end of period

 

$

76,282

 

 

$

8,682

 

 

$

84,964

 

Ratio of allowance to end of period loans

 

 

0.86

%

 

 

0.68

%

 

 

0.84

%

Ratio of net charge-offs to average loans (annualized)

 

 

0.25

%

 

 

0.20

%

 

 

0.24

%

Ratio of allowance to end of period nonperforming loans

 

 

601.7

%

 

 

101.0

%

 

 

399.5

%

 

The Company had gross charge-offs on legacy loans of $4.0 million during the six months ended June 30, 2019. Partially offsetting these charge-offs were recoveries on legacy loans of $2.6 million. Gross charge-offs on acquired loans were $45 thousand during the six months ended June 30, 2019. Offsetting these charge-offs were recoveries on acquired loans of $461 thousand. Total charge-offs for the six months ended June 30, 2019 were $4.0 million, partially offset by total recoveries of $3.1 million.

47


 

The following tables show the allocation of the allowance for credit losses among various categories of loans disaggregated between legacy loans, acquired legacy loans, Non-PCI loans and PCI loans at the dates indicated. The allocation is made for analytical purposes and is not necessarily indicative of the categories in which future losses may occur. The total allowance is available to absorb losses from any loan category, regardless of whether allocated to a legacy loan or an acquired loan.

 

 

 

June 30, 2019

 

 

 

 

 

 

 

Acquired Loans

 

 

 

 

 

 

 

 

 

 

 

Legacy Loans

 

 

Acquired

Legacy Loans

 

 

Non-PCI Loans

 

 

PCI Loans

 

 

Total

Allowance

 

 

Percent of Loans to Total Loans

 

 

 

(Dollars in thousands)

 

Balance of allowance for credit losses applicable to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

$

34,975

 

 

$

4,202

 

 

$

 

 

$

 

 

$

39,177

 

 

 

14.4

%

Real estate

 

 

41,154

 

 

 

1,278

 

 

 

3

 

 

 

 

 

 

42,435

 

 

 

75.6

%

Agriculture and agriculture real estate

 

 

3,125

 

 

 

691

 

 

 

 

 

 

 

 

 

3,816

 

 

 

7.0

%

Consumer and other

 

 

1,558

 

 

 

20

 

 

 

 

 

 

 

 

 

1,578

 

 

 

3.0

%

Total allowance for credit losses

 

$

80,812

 

 

$

6,191

 

 

$

3

 

 

$

 

 

$

87,006

 

 

 

100.0

%

 

 

 

 

December 31, 2018

 

 

 

 

 

 

 

Acquired Loans

 

 

 

 

 

 

 

 

 

 

 

Legacy Loans

 

 

Acquired

Legacy Loans

 

 

Non-PCI Loans

 

 

PCI Loans

 

 

Total

Allowance

 

 

Percent of Loans to Total Loans

 

 

 

(Dollars in thousands)

 

Balance of allowance for credit losses applicable to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

$

35,088

 

 

$

5,135

 

 

$

 

 

$

 

 

$

40,223

 

 

 

14.3

%

Real estate

 

 

39,475

 

 

 

1,453

 

 

 

9

 

 

 

 

 

 

40,937

 

 

 

75.9

%

Agriculture and agriculture real estate

 

 

2,828

 

 

 

865

 

 

 

 

 

 

 

 

 

3,693

 

 

 

7.0

%

Consumer and other

 

 

1,565

 

 

 

22

 

 

 

 

 

 

 

 

 

1,587

 

 

 

2.8

%

Total allowance for credit losses

 

$

78,956

 

 

$

7,475

 

 

$

9

 

 

$

 

 

$

86,440

 

 

 

100.0

%

At June 30, 2019, the allowance for credit losses totaled $87.0 million compared with $86.4 million at December 31, 2018, an increase of $566 thousand or 0.7%. The allowance for credit losses totaled 0.82% of total loans at June 30, 2019 and 0.83% of total loans at December 31, 2018.

At June 30, 2019, $80.8 million of the allowance for credit losses was attributable to legacy loans, an increase of $1.9 million or 2.4% compared with $79.0 million of the allowance at December 31, 2018. This change was primarily attributable to increases in the legacy loan balance and specific reserves identified for loans with deteriorated credit quality. At June 30, 2019, $6.2 million of the allowance for credit losses was attributable to acquired legacy loans compared with $7.5 million of the allowance at December 31, 2018, a decrease of $1.3 million or 17.2%. This change was primarily attributable to decreases in acquired legacy loan balances and specific reserves identified for loans with deteriorated credit quality, partially offset by higher historical loss rates. At June 30, 2019, $3 thousand of the allowance for credit losses was attributable to Non-PCI loans compared with $9 thousand of the allowance at December 31, 2018, a decrease of $6 thousand or 66.7%. At June 30, 2019 and December 31, 2018, there was no allowance for credit losses attributable to PCI loans.

At June 30, 2019, the Company had $14.6 million of total outstanding discounts on Non-PCI and PCI loans, of which $13.4 million was accretable.  

The Company believes that the allowance for credit losses at June 30, 2019 is adequate to cover estimated losses in the loan portfolio as of such date. Nevertheless, the Company could sustain losses in future periods which could be substantial in relation to the size of the allowance at June 30, 2019.

Securities

The carrying cost of securities totaled $8.95 billion at June 30, 2019 compared with $9.41 billion at December 31, 2018, a decrease of $457.0 million or 4.9%. At June 30, 2019, securities represented 40.0% of total assets compared with 41.5% of total assets at December 31, 2018.

48


 

The amortized cost and fair value of investment securities were as follows:

 

 

June 30, 2019

 

 

 

Amortized Cost

 

 

Gross Unrealized Gains

 

 

Gross Unrealized Losses

 

 

Fair Value

 

 

 

(Dollars in thousands)

 

Available for Sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

States and political subdivisions

 

$

469

 

 

$

1

 

 

$

 

 

$

470

 

Collateralized mortgage obligations

 

 

244,256

 

 

 

796

 

 

 

(130

)

 

 

244,922

 

Mortgage-backed securities

 

 

60,441

 

 

 

946

 

 

 

(2

)

 

 

61,385

 

Total

 

$

305,166

 

 

$

1,743

 

 

$

(132

)

 

$

306,777

 

Held to Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury securities and obligations of U.S. Government agencies

 

$

22,867

 

 

$

43

 

 

$

(3

)

 

$

22,907

 

States and political subdivisions

 

 

215,871

 

 

 

6,088

 

 

 

(144

)

 

 

221,815

 

Collateralized mortgage obligations

 

 

462

 

 

 

5

 

 

 

(1

)

 

 

466

 

Mortgage-backed securities

 

 

8,405,963

 

 

 

50,480

 

 

 

(45,222

)

 

 

8,411,221

 

Total

 

$

8,645,163

 

 

$

56,616

 

 

$

(45,370

)

 

$

8,656,409

 

 

 

 

December 31, 2018

 

 

 

Amortized Cost

 

 

Gross Unrealized Gains

 

 

Gross Unrealized Losses

 

 

Fair Value

 

 

 

(Dollars in thousands)

 

Available for Sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

States and political subdivisions

 

$

1,159

 

 

$

7

 

 

$

 

 

$

1,166

 

Collateralized mortgage obligations

 

 

12,724

 

 

 

69

 

 

 

(37

)

 

 

12,756

 

Mortgage-backed securities

 

 

69,880

 

 

 

553

 

 

 

(200

)

 

 

70,233

 

Total

 

$

83,763

 

 

$

629

 

 

$

(237

)

 

$

84,155

 

Held to Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury securities and obligations of U.S. Government agencies

 

$

25,778

 

 

$

 

 

$

(100

)

 

$

25,678

 

States and political subdivisions

 

 

253,198

 

 

 

3,440

 

 

 

(777

)

 

 

255,861

 

Collateralized mortgage obligations

 

 

509

 

 

 

1

 

 

 

(2

)

 

 

508

 

Mortgage-backed securities

 

 

9,045,326

 

 

 

5,798

 

 

 

(251,935

)

 

 

8,799,189

 

Total

 

$

9,324,811

 

 

$

9,239

 

 

$

(252,814

)

 

$

9,081,236

 

 

Management evaluates securities for other-than-temporary impairment (“OTTI”) at least on a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. In determining OTTI, management considers many factors, including: (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, (3) whether the market decline was affected by macroeconomic conditions, and (4) whether the entity has the intent to sell the debt security or more likely than not will be required to sell the debt security before its anticipated recovery. The assessment of whether an other-than-temporary decline exists involves a high degree of subjectivity and judgment and is based on the information available to management at a point in time.

When OTTI occurs, the amount of the OTTI recognized in earnings depends on whether an entity intends to sell the security or more likely than not will be required to sell the security before recovery of its amortized cost basis less any current-period credit loss. If an entity intends to sell or more likely than not will be required to sell the security before recovery of its amortized cost basis less any current-period credit loss, the OTTI will be recognized in earnings equal to the entire difference between the investment’s amortized cost basis and its fair value at the balance sheet date. If an entity does not intend to sell the security and it is not more likely than not that the entity will be required to sell the security before recovery of its amortized cost basis less any current-period loss, the OTTI will be separated into the amount representing the credit-related portion of the impairment loss (“credit loss”) and the noncredit portion of the impairment loss (“noncredit portion”). The amount of the total OTTI related to the credit loss is determined based on the difference between the present value of cash flows expected to be collected and the amortized cost basis and such difference is recognized in earnings. The amount of the total OTTI related to the noncredit portion is recognized in other comprehensive income, net of applicable taxes. The previous amortized cost basis less the OTTI recognized in earnings will become the new amortized cost basis of the investment.

49


 

Management has the ability and intent to hold the securities classified as held-to-maturity until they mature, at which time the Company will receive full value for the securities. Furthermore, as of June 30, 2019, management does not have the intent to sell any of the securities classified as available for sale before a recovery of cost. In addition, management believes it is more likely than not that the Company will not be required to sell any of its investment securities before a recovery of cost. The unrealized losses are largely due to increases in market interest rates over the yields available at the time the underlying securities were purchased. The fair value is expected to recover as the securities approach their maturity date or repricing date or if market yields for such investments decline. Management does not believe any of the securities are impaired due to reasons of credit quality. Accordingly, as of June 30, 2019, management believes any impairment in the Company’s securities is temporary, and therefore no impairment loss has been realized in the Company’s consolidated statements of income.

Deposits

Total deposits were $16.89 billion at June 30, 2019 compared with $17.26 billion at December 31, 2018, a decrease of $368.9 million or 2.1%. At June 30, 2019, noninterest-bearing deposits totaled $5.69 billion, an increase of $25.1 million or 0.4% compared with $5.67 billion at December 31, 2018. Interest-bearing deposits totaled $11.20 billion at June 30, 2019 compared with $11.59 billion at December 31, 2018, a decrease of $394.0 million or 3.4%.

Average deposits for the six months ended June 30, 2019 were $17.17 billion, a decrease of $133.0 million or 0.8%, compared with $17.30 billion for the six months ended June 30, 2018. This change was primarily due to a decrease in municipal account balances. The ratio of average interest-bearing deposits to total average deposits was 67.3% during the first six months of 2019 compared with 67.8% during the first six months of 2018.

The following table summarizes the daily average balances and weighted average rates paid on deposits for the periods indicated below:

 

 

Six Months Ended June 30,

 

 

 

2019

 

 

2018

 

 

 

Average Balance

 

 

Average Rate (1)

 

 

Average Balance

 

 

Average Rate (1)

 

 

 

(Dollars in thousands)

 

Interest-bearing demand deposits

 

$

3,930,475

 

 

 

0.65

%

 

$

4,180,631

 

 

 

0.48

%

Regular savings

 

 

2,253,843

 

 

 

0.45

%

 

 

2,299,185

 

 

 

0.33

%

Money market savings

 

 

3,306,782

 

 

 

1.15

%

 

 

3,110,806

 

 

 

0.53

%

Certificates, IRAs and other time deposits

 

 

2,059,877

 

 

 

1.48

%

 

 

2,131,301

 

 

 

0.81

%

Total interest-bearing deposits

 

 

11,550,977

 

 

 

0.90

%

 

 

11,721,923

 

 

 

0.53

%

Noninterest-bearing demand deposits

 

 

5,616,541

 

 

 

 

 

 

 

5,578,592

 

 

 

 

 

Total deposits

 

$

17,167,518

 

 

 

0.61

%

 

$

17,300,515

 

 

 

0.36

%

 

(1) Annualized and based on average balances on an actual 365-day basis for the six months ended June 30, 2019 and 2018.

Other Borrowings

The following table presents the Company’s borrowings as of the dates indicated:

 

 

 

June 30, 2019

 

 

December 31, 2018

 

 

 

(Dollars in thousands)

 

FHLB advances

 

$

940,000

 

 

$

1,030,000

 

FHLB long-term notes payable

 

 

874

 

 

 

1,126

 

Total other borrowings

 

 

940,874

 

 

 

1,031,126

 

Securities sold under repurchase agreements

 

 

313,825

 

 

 

284,720

 

Total

 

$

1,254,699

 

 

$

1,315,846

 

 

FHLB advances and long-term notes payable— The Company has an available line of credit with the FHLB of Dallas, which allows the Company to borrow on a collateralized basis. The Company’s FHLB advances are typically considered short-term borrowings and are used to manage liquidity as needed. Maturing advances are replaced by drawing on available cash, making additional borrowings or through increased customer deposits. At June 30, 2019, the Company had total funds of $6.55 billion available under this line. FHLB advances of $940 million were outstanding at June 30, 2019, at a weighted average rate of 2.37%. Long-term notes payable were $874 thousand at June 30, 2019, with a weighted average rate of 4.81%. The maturity dates on the FHLB notes payable range from the years 2020 to 2027 and have interest rates ranging from 4.54% to 5.23%.

50


 

Securities sold under repurchase agreements— At June 30, 2019, the Company had $313.8 million in securities sold under repurchase agreements with banking customers compared with $284.7 million at December 31, 2018, an increase of $29.1 million or 10.2%.  Repurchase agreements are generally settled on the following business day; however, approximately $7.4 million of the repurchase agreements outstanding at June 30, 2019 have maturity dates ranging from 6 to 24 months. All securities sold under repurchase agreements are collateralized by certain pledged securities.

Liquidity

Liquidity involves the Company’s ability to raise funds to support asset growth or reduce assets to meet deposit withdrawals and other payment obligations, to maintain reserve requirements and otherwise to operate the Company on an ongoing basis. The Company’s largest source of funds is deposits and its largest use of funds is loans. The Company does not expect a change in the source or use of its funds in the future. Although access to purchased funds from correspondent banks is available and has been utilized on occasion to take advantage of investment opportunities, the Company does not generally rely on this external funding source. The cash and federal funds sold position, supplemented by amortizing investment and loan portfolios, has generally created an adequate liquidity position.

As of June 30, 2019, the Company had outstanding $2.64 billion in commitments to extend credit and $67.7 million in commitments associated with outstanding standby letters of credit. Since commitments associated with letters of credit and commitments to extend credit may expire unused, the total outstanding may not necessarily reflect the actual future cash funding requirements.

The Company has no exposure to future cash requirements associated with known uncertainties or capital expenditures of a material nature.

Asset liquidity is provided by cash and assets which are readily marketable or which will mature in the near future. As of June 30, 2019, the Company had cash and cash equivalents of $302.6 million compared with $411.1 million at December 31, 2018, a decrease of $108.5 million or 26.4%. The decrease was primarily due to the net decrease in interest-bearing deposits of $394.1 million and the net increase in loans held for investment of $226.7 million, partially offset by the net proceeds on investment securities of $444.0 million.

Share Repurchases

In January 2018, the Bancshares Board of Directors authorized a stock repurchase program under which Bancshares may repurchase up to 5%, or approximately 3.47 million shares, of its outstanding common stock over a two-year period expiring on January 16, 2020, at the discretion of management. Repurchases under this program may be made from time to time in open market transactions, and pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (“Exchange Act”). In June 2019, the Bancshares Board of Directors authorized Bancshares to repurchase shares of its outstanding common stock outside the safe harbor provided by Rule 10b-18 of the Exchange Act prior to the time that a joint proxy statement/prospectus is sent to the shareholders of LegacyTexas and Bancshares seeking their vote on the approval of the merger of LegacyTexas into Bancshares, and after completion of such votes. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements, market conditions, and other corporate liquidity requirements and priorities.  Shares of stock repurchased are held as authorized but unissued shares. Bancshares is not obligated to purchase any particular number of shares, and may suspend, modify or terminate the program at any time and for any reason, without prior notice. During the second quarter of 2019, Bancshares repurchased 818.6 thousand shares of its common stock at an average weighted price of $64.52 per share (including 219.8 thousand shares purchased for which the settlement occurred in July 2019.)

Contractual Obligations

The Company’s contractual obligations and other commitments to make future payments as of June 30, 2019 (other than deposit obligations and securities sold under repurchase agreements) are summarized below.

Federal Home Loan Bank Borrowings

The Company’s future cash payments associated with its contractual obligations pursuant to its FHLB borrowings as of June 30, 2019 are summarized below. Payments for FHLB borrowings include interest of $75 thousand that will be paid over the future periods. The payments do not include pre-payment options that may be available to the Company.

 

 

 

1 year or less

 

 

More than 1 year but less than 3 years

 

 

3 years or more but less than 5 years

 

 

5 years or more

 

 

Total

 

 

 

(Dollars in thousands)

 

Federal Home Loan Bank advances and notes payable

 

$

940,323

 

 

$

448

 

 

$

125

 

 

$

53

 

 

$

940,949

 

51


 

Leases

The Company’s leases relate primarily to operating leases for office space and banking centers. The Company determines if an arrangement is a lease or contains a lease at inception. The Company’s leases have remaining lease terms of 1 to 13 years, which may include the option to extend the lease when it is reasonably certain for the Company to exercise that option. Operating lease right-of-use (ROU) assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The Company uses its incremental collateralized borrowing rate to determine the present value of lease payments. Short-term leases and leases with variable lease costs are immaterial and the Company does not have any sublease arrangements. As of June 30, 2019, operating lease ROU assets and lease liabilities were approximately $15 million. ROU assets and lease liabilities were classified as other assets and other liabilities, respectively.

As of June 30, 2019, the weighted average remaining lease terms of the Company’s operating leases were 5.2 years. The weighted average discount rate used to determine the lease liabilities as of June 30, 2019 for the Company’s operating leases was 3.43%. Cash paid for the Company’s operating leases for the three and six months ended June 30, 2019 was $1.4 million and $2.8 million, respectively.

The Company’s future undiscounted cash payments associated with its operating leases as of June 30, 2019 are summarized below (dollars in thousands).

 

Remaining 2019

 

$

2,412

 

2020

 

 

4,158

 

2021

 

 

3,129

 

2022

 

 

2,639

 

2023

 

 

2,066

 

2024

 

 

1,287

 

Thereafter

 

 

4,057

 

Total undiscounted lease payments

 

$

19,748

 

The following table presents a summary of non-cancelable future operating lease commitments as of December 31, 2018 (dollars in thousands):

 

2019

 

$

4,897

 

2020

 

 

4,088

 

2021

 

 

3,013

 

2022

 

 

2,319

 

2023

 

 

2,025

 

Thereafter

 

 

3,597

 

Total non-cancelable lease payments

 

$

19,939

 

Off-Balance Sheet Items

In the normal course of business, the Company enters into various transactions that, in accordance with GAAP, are not included in its consolidated balance sheets. The Company enters into these transactions to meet the financing needs of its customers. These transactions include commitments to extend credit and standby letters of credit, which involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amounts recognized in the consolidated balance sheets.

The Company’s commitments associated with outstanding standby letters of credit and commitments to extend credit expiring by period as of June 30, 2019 are summarized below. Since commitments associated with letters of credit and commitments to extend credit may expire unused, the amounts shown do not necessarily reflect the actual future cash funding requirements.

 

 

 

1 year or less

 

 

More than 1 year but less than 3 years

 

 

3 years or more but less than 5 years

 

 

5 years or more

 

 

Total

 

 

 

(Dollars in thousands)

 

Standby letters of credit

 

$

59,278

 

 

$

6,892

 

 

$

1,540

 

 

$

 

 

$

67,710

 

Commitments to extend credit

 

 

1,079,334

 

 

 

423,900

 

 

 

109,412

 

 

 

1,027,608

 

 

 

2,640,254

 

Total

 

$

1,138,612

 

 

$

430,792

 

 

$

110,952

 

 

$

1,027,608

 

 

$

2,707,964

 

52


 

Capital Resources

Total shareholders’ equity was $4.13 billion at June 30, 2019 compared with $4.05 billion at December 31, 2018, an increase of $75.1 million or 1.9%. The increase was primarily the result of net income of $164.7 million, partially offset by dividend payments of $57.3 million for the six months ended June 30, 2019

The Basel III Capital Rules adopted by the federal regulatory authorities in 2013 substantially revised the risk-based capital requirements applicable to the Company and the Bank. The Basel III Capital Rules became effective for the Company on January 1, 2015, subject to a phase-in period for certain provisions. The Basel III Capital Rules require a capital conservation buffer with respect to each of the Common Equity Tier 1, Tier 1 risk-based and total risk-based capital ratios, which provides for capital levels that exceed the minimum risk-based capital adequacy requirements.  The capital conservation buffer of 2.5% was fully phased-in on January 1, 2019.  A financial institution with a conservation buffer of less than the required amount will be subject to limitations on capital distributions, including dividend payments and stock repurchases, and certain discretionary bonus payments to executive officers.

Financial institutions are categorized by the FDIC based on minimum Common Equity Tier 1, Tier 1 risk-based, total risk-based and Tier 1 leverage ratios. As of June 30, 2019, the Bank’s capital ratios were above the levels required for the Bank to be designated as “well capitalized.”

The following table provides a comparison of the Company’s and the Bank’s risk-weighted and leverage capital ratios to the minimum and well-capitalized regulatory standards as of June 30, 2019:

 

 

Minimum Required For Capital Adequacy Purposes

 

 

 

Minimum Required Plus Capital Conservation Buffer

 

 

To Be Categorized As Well Capitalized Under Prompt Corrective Action Provisions

 

 

Actual Ratio as of June 30, 2019

 

The Company

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CET1 capital (to risk weighted assets)

 

 

4.50

%

 

 

 

7.00

%

 

N/A

 

 

 

16.59

%

Tier 1 capital (to risk weighted assets)

 

 

6.00

%

 

 

 

8.50

%

 

N/A

 

 

 

16.59

%

Total capital (to risk weighted assets)

 

 

8.00

%

 

 

 

10.50

%

 

N/A

 

 

 

17.25

%

Tier 1 capital (to average assets)

 

 

4.00

%

(1)

 

 

4.00

%

 

N/A

 

 

 

10.67

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Bank

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CET1 capital (to risk weighted assets)

 

 

4.50

%

 

 

 

7.00

%

 

 

6.50

%

 

 

16.49

%

Tier 1 capital (to risk weighted assets)

 

 

6.00

%

 

 

 

8.50

%

 

 

8.00

%

 

 

16.49

%

Total capital (to risk weighted assets)

 

 

8.00

%

 

 

 

10.50

%

 

 

10.00

%

 

 

17.15

%

Tier 1 capital (to average assets)

 

 

4.00

%

(2)

 

 

4.00

%

 

 

5.00

%

 

 

10.60

%

 

(1) The Federal Reserve Board may require the Company to maintain a leverage ratio above the required minimum.

(2) The FDIC may require the Bank to maintain a leverage ratio above the required minimum.

ITEM  3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company manages market risk, which for the Company is primarily interest rate risk, through its Asset Liability Committee consisting of senior officers of the Company, in accordance with policies approved by the Company’s Board of Directors.

The Company uses simulation analysis to examine the potential effects of market changes on net interest income and market value. The Company considers macroeconomic variables, Company strategy, liquidity and other factors as it quantifies market risk. See Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Interest Rate Sensitivity and Liquidity” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, filed on February 27, 2019 (the “2018 Form 10-K”), for further discussion. There have been no material changes in the Company’s market risk exposures that would affect the quantitative and qualitative disclosures from those disclosed in the 2018 Form 10-K and presented as of December 31, 2018.

ITEM  4.

CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures. As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of its management, including its Chief Executive Officer and Interim Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management was

53


 

required to apply judgment in evaluating its controls and procedures. Based on this evaluation, the Company’s Chief Executive Officer and Interim Chief Financial Officer concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) were effective as of the end of the period covered by this report.

Changes in internal control over financial reporting. There were no changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended June 30, 2019 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

54


 

PART II—OTHER INFORMATION

ITEM  1.

The Company and the Bank are defendants, from time to time, in legal actions arising from transactions conducted in the ordinary course of business. After consultations with legal counsel, the Company and the Bank believe that the ultimate liability, if any, arising from such actions will not have a material adverse effect on their financial statements.

ITEM  1A.

RISK FACTORS

There have been no material changes in the Company’s risk factors from those disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

ITEM  2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

a. None.

b. None.

c. The following table details the Company’s repurchases of shares of its common stock during the three months ended June 30, 2019:

Period

 

Total Number of Shares Purchased

 

 

Weighted Average Price Paid per Share

 

 

Total Number of Shares Purchased as Part of Publicly Announced Plans or Program

 

 

Maximum Number of Shares That May Yet Be Purchased Under the Plan at the End of the Period (2)

 

April 1 - April 30, 2019

 

 

 

 

$

 

 

 

 

 

 

3,474,496

 

May 1 - May 31, 2019

 

 

 

 

 

 

 

 

 

 

 

3,474,496

 

June 1 - June 30, 2019 (1)

 

 

818,641

 

 

 

64.52

 

 

 

818,641

 

 

 

2,655,855

 

Total

 

 

818,641

 

 

$

64.52

 

 

 

818,641

 

 

 

 

 

 

(1)

Includes 219,813 shares purchased for which the settlement occurred in July 2019.

(2)

On January 19, 2018, the Company announced a stock repurchase program that authorized the repurchase of up to 5%, or approximately 3.47 million shares, of the Company’s outstanding common stock over a two-year period expiring on January 16, 2020, at the discretion of management. Under the stock repurchase program, the Company could repurchase shares from time to time at prevailing market prices, through open-market purchases or privately negotiated transactions, depending upon market conditions. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Financial Condition—Share Repurchases” for additional information.

ITEM  3.

DEFAULTS UPON SENIOR SECURITIES

None.

ITEM  4.

MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.

OTHER INFORMATION

None.

55


 

ITEM  6.

EXHIBITS

 

Exhibit

Number

 

Description of Exhibit

 

 

 

2.1

 

Agreement and Plan of Reorganization, dated as of June 16, 2019, by and between Prosperity Bancshares, Inc. and LegacyTexas Financial Group, Inc. (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on June 17, 2019)

 

 

 

3.1

 

Amended and Restated Articles of Incorporation of Prosperity Bancshares, Inc. (incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (Registration No. 333-63267) (the “Registration Statement”))

 

 

 

3.2

 

Articles of Amendment to Amended and Restated Articles of Incorporation of Prosperity Bancshares, Inc. (incorporated herein by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006)

 

 

 

3.3

 

Amended and Restated Bylaws of Prosperity Bancshares, Inc. (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 20, 2019)

 

 

 

4.1

 

Form of certificate representing shares of the Company’s common stock (incorporated herein by reference to Exhibit 4 to the Registration Statement)

 

 

 

10.1

 

Executive Employment Agreement, dated as of June 16, 2019, by and among Prosperity Bank, LegacyTexas Bank and Kevin J. Hanigan (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 20, 2019)

 

 

 

10.2

 

Executive Employment Agreement, dated as of June 16, 2019, by and among Prosperity Bank, LegacyTexas Bank and J. Mays Davenport (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 20, 2019)

 

 

 

10.3

 

 

Form of Director Support Agreement by and among Prosperity Bancshares, Inc., LegacyTexas Financial Group, Inc., LegacyTexas Bank and each of the non-employee directors of LegacyTexas Financial Group, Inc. and LegacyTexas Bank (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on June 20, 2019)

 

 

 

31.1*

 

Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended

 

 

 

31.2*

 

Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended

 

 

 

32.1**

 

Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

32.2**

 

Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

101.INS

 

XBRL Instance Document – The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document

 

 

 

101.SCH*

 

Inline XBRL Taxonomy Extension Schema Document

 

 

 

101.CAL*

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document

 

 

 

101.LAB*

 

Inline XBRL Taxonomy Extension Label Linkbase Document

 

 

 

101.PRE*

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document

 

 

 

101.DEF*

 

Inline XBRL Taxonomy Extension Definition Linkbase Document

 

 

 

104

 

The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 (formatted as Inline XBRL and contained in Exhibits 101)

 

*

Filed with this Quarterly Report on Form 10-Q.

**

Furnished with this Quarterly Report on Form 10-Q.

 

 

56


 

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.

 

 

 

PROSPERITY BANCSHARES, INC. ®

        (Registrant)

 

 

 

Date: 08/02/19

 

/S/    DAVID ZALMAN        

 

 

David Zalman 

 

 

Chairman and Chief Executive Officer

 

 

 

Date: 08/02/19

 

/S/    ASYLBEK OSMONOV        

 

 

Asylbek Osmonov

 

 

Chief Financial Officer

 

 

57