1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2000 ------------------------------------------------ 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 0-12247 --------------------------------- SOUTHSIDE BANCSHARES, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) TEXAS 75-1848732 - ----------------------------------------- ------------------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1201 S. Beckham, Tyler, Texas 75701 - ----------------------------------------- ------------------------------ (Address of principal executive offices) (Zip Code) (Registrant's telephone number, including area code) 903-531-7111 --------------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- The number of shares outstanding of each of the issuer's classes of capital stock, as of the latest practicable date, was 7,243,975 shares of Common Stock, par value $1.25, outstanding at November 7, 2000.
2 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS SOUTHSIDE BANCSHARES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED) (in thousands, except share amounts) <TABLE> <CAPTION> September 30, December 31, 2000 1999 ------------ ------------ <S> <C> <C> ASSETS Cash and due from banks .................................................................. $ 31,598 $ 41,131 ------------ ------------ Cash and cash equivalents ............................................................. 31,598 41,131 Investment securities: Available for sale .................................................................... 44,636 96,244 Held to maturity ...................................................................... 112,028 86,208 ------------ ------------ Total Investment securities ......................................................... 156,664 182,452 Mortgage-backed and related securities: Available for sale .................................................................... 244,051 273,676 Held to maturity ...................................................................... 143,889 73,898 ------------ ------------ Total Mortgage-backed securities .................................................... 387,940 347,574 Marketable equity securities: Available for sale .................................................................... 19,903 18,543 Loans: Loans, net of unearned discount ....................................................... 467,562 387,446 Less: Reserve for loan losses ......................................................... (4,979) (4,575) ------------ ------------ Net Loans ........................................................................... 462,583 382,871 Premises and equipment, net .............................................................. 23,846 21,306 Interest receivable ...................................................................... 7,596 7,563 Deferred tax asset ....................................................................... 5,033 6,244 Other assets ............................................................................. 5,373 4,881 ------------ ------------ TOTAL ASSETS ........................................................................ $ 1,100,536 $ 1,012,565 ============ ============ LIABILITIES AND SHAREHOLDERS' EQUITY Deposits: Noninterest bearing ................................................................... $ 150,331 $ 150,629 Interest bearing ...................................................................... 517,403 436,915 ------------ ------------ Total Deposits ...................................................................... 667,734 587,544 Short-term obligations: Federal funds purchased ............................................................... 15,000 75 FHLB Dallas advances .................................................................. 132,964 181,222 Other obligations ..................................................................... 3,031 4,744 ------------ ------------ Total Short-term obligations ....................................................... 150,995 186,041 Long-term obligations: FHLB Dallas advances .................................................................. 201,502 174,704 Guaranteed Preferred Beneficial Interest in the Company's Junior Subordinated Debentures ........................................................ 20,000 20,000 ------------ ------------ Total Long-term obligations ........................................................ 221,502 194,704 Other liabilities ........................................................................ 14,389 6,604 ------------ ------------ TOTAL LIABILITIES ................................................................... 1,054,620 974,893 ------------ ------------ Shareholders' equity: Common stock: ($1.25 par, 20,000,000 shares authorized, 7,835,527 and 7,798,332 shares issued and outstanding) ............................. 9,794 9,748 Paid-in capital ....................................................................... 27,718 27,472 Retained earnings ..................................................................... 20,767 14,583 Treasury stock (591,552 and 512,502 shares at cost) ................................... (5,238) (4,544) Accumulated other comprehensive loss .................................................. (7,125) (9,587) ------------ ------------ TOTAL SHAREHOLDERS' EQUITY ......................................................... 45,916 37,672 ------------ ------------ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY ......................................... $ 1,100,536 $ 1,012,565 ============ ============ </TABLE> The accompanying notes are an integral part of these consolidated financial statements. 1
3 SOUTHSIDE BANCSHARES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (in thousands, except per share data) <TABLE> <CAPTION> Quarter Ended Nine Months Ended September 30, September 30, -------------------- -------------------- 2000 1999 2000 1999 -------- -------- -------- -------- <S> <C> <C> <C> <C> Interest income Loans ................................................... $ 9,480 $ 7,174 $ 26,282 $ 20,654 Investment securities ................................... 2,460 2,465 7,836 6,597 Mortgage-backed and related securities .................. 6,888 5,784 19,706 15,845 Other interest earning assets ........................... 354 313 1,404 886 -------- -------- -------- -------- Total interest income ............................... 19,182 15,736 55,228 43,982 Interest expense Time and savings deposits ............................... 6,515 4,129 16,927 12,121 Short-term obligations .................................. 2,327 2,478 7,314 6,051 Long-term obligations ................................... 3,245 2,711 8,938 8,172 -------- -------- -------- -------- Total interest expense .............................. 12,087 9,318 33,179 26,344 -------- -------- -------- -------- Net interest income ........................................ 7,095 6,418 22,049 17,638 Provision for loan losses .................................. 385 375 1,168 1,028 -------- -------- -------- -------- Net interest income after provision for loan losses ........ 6,710 6,043 20,881 16,610 -------- -------- -------- -------- Noninterest income Deposit services ........................................ 1,946 1,793 5,952 4,944 (Loss) gain on sales of securities available for sale ... (67) (30) (526) 274 Other ................................................... 749 524 1,912 1,578 -------- -------- -------- -------- Total noninterest income ............................ 2,628 2,287 7,338 6,796 -------- -------- -------- -------- Noninterest expense Salaries and employee benefits .......................... 3,764 3,608 11,387 10,157 Net occupancy expense ................................... 791 717 2,348 2,077 Equipment expense ....................................... 171 157 482 376 Advertising, travel & entertainment ..................... 394 269 1,175 903 Supplies ................................................ 145 120 426 366 Postage ................................................. 114 107 315 298 Other ................................................... 1,005 841 2,781 2,585 -------- -------- -------- -------- Total noninterest expense ........................... 6,384 5,819 18,914 16,762 -------- -------- -------- -------- Income before federal tax expense .......................... 2,954 2,511 9,305 6,644 Provision for federal tax expense .......................... 592 537 2,032 1,301 -------- -------- -------- -------- Net Income ................................................. $ 2,362 $ 1,974 $ 7,273 $ 5,343 ======== ======== ======== ======== Earnings Per Common Share-Basic ............................ $ .32 $ .27 $ 1.00 $ .73 ======== ======== ======== ======== Earnings Per Common Share-Diluted .......................... $ .32 $ .26 $ .98 $ .71 ======== ======== ======== ======== </TABLE> The accompanying notes are an integral part of these consolidated financial statements. 2
4 SOUTHSIDE BANCSHARES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED) (in thousands, except share amounts) <TABLE> <CAPTION> Accumulated Other Compre- Compre- Total hensive hensive Share- Income Common Paid in Retained Treasury Income holders' (Loss) Stock Capital Earnings Stock (Loss) Equity --------- --------- --------- --------- --------- --------- --------- <S> <C> <C> <C> <C> <C> <C> <C> Balance at December 31, 1999................ $ $ 9,748 $ 27,472 $ 14,583 $ (4,544) $ (9,587) $ 37,672 Net Income.................................. 7,273 7,273 7,273 Other comprehensive income, net of tax Unrealized gains on securities, net of reclassification adjustment (see disclosure).............................. 2,462 2,462 2,462 --------- Comprehensive income........................ $ 9,735 ========= Common stock issued (37,195 shares)......... 46 240 286 Dividends paid on common stock.............. (1,089) (1,089) Purchase of 79,050 shares of Treasury stock............................ (694) (694) FAS 109 - Incentive Stock Options........... 6 6 --------- --------- --------- --------- --------- ---------- Balance at September 30, 2000............... $ 9,794 $ 27,718 $ 20,767 $ (5,238) $ (7,125) $ 45,916 ========= ========= ========= ========= ========= ========= Disclosure of reclassification amount: Unrealized holding gains arising during period................................... $ 2,115 Less: reclassification adjustment for losses included in net income............ (347) --------- Net unrealized gains on securities.......... $ 2,462 ========= Balance at December 31, 1998................ $ $ 9,214 $ 24,198 $ 11,391 $ (3,158) $ 4,768 $ 46,413 Net Income.................................. 5,343 5,343 5,343 Other comprehensive loss, net of tax Unrealized losses on securities, net of reclassification adjustment (see disclosure).............................. (12,684) (12,684) (12,684) --------- Comprehensive loss.......................... $ (7,341) ========= Common stock issued (68,318 shares)......... 86 288 374 Dividends paid on common stock.............. (1,044) (1,044) Purchase of 114,370 shares of Treasury stock............................ (1,052) (1,052) FAS 109 - Incentive Stock Options........... 29 29 Stock dividend.............................. 437 2,886 (3,323) --------- --------- --------- --------- --------- --------- Balance at September 30, 1999............... $ 9,737 $ 27,401 $ 12,367 $ (4,210) $ (7,916) $ 37,379 ========= ========= ========= ========= ========= ========= Disclosure of reclassification amount: Unrealized holding losses arising during period................................... $ (12,503) Less: reclassification adjustment for gains included in net income............. 181 --------- Net unrealized losses on securities......... $ (12,684) ========= </TABLE> The accompanying notes are an integral part of these consolidated financial statements. 3
5 SOUTHSIDE BANCSHARES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED) (in thousands) <TABLE> <CAPTION> Nine Months Ended September 30, ------------------------ 2000 1999 ---------- ---------- <S> <C> <C> OPERATING ACTIVITIES: Net income .................................................................... $ 7,273 $ 5,343 Adjustments to reconcile net cash provided by operations: Depreciation ................................................................. 1,270 1,092 Amortization of premium ...................................................... 1,116 4,080 Accretion of discount and loan fees .......................................... (1,550) (1,280) Provision for loan losses .................................................... 1,168 1,028 FAS 109 - incentive stock options ............................................ 6 29 Increase in interest receivable .............................................. (33) (67) (Increase) decrease in other receivables and prepaids ........................ (592) 590 (Increase) decrease in deferred tax asset .................................... (57) 38 Increase in interest payable ................................................. 802 568 Gain on sale of assets ....................................................... (37) Gain on sale of other real estate owned ...................................... (100) Loss (gain) on sales of securities available for sale ........................ 526 (274) Increase (decrease) in other payables ........................................ 5,270 (5,058) ---------- ---------- Net cash provided by operating activities .................................. 15,199 5,952 INVESTING ACTIVITIES: Proceeds from sales of investment securities available for sale ............... 79,400 69,310 Proceeds from sales of mortgage-backed securities available for sale .......... 178,813 89,209 Proceeds from maturities of investment securities available for sale .......... 2,810 22,909 Proceeds from maturities of mortgage-backed securities available for sale ..... 27,265 70,308 Proceeds from maturities of investment securities held to maturity ............ 450 347 Proceeds from maturities of mortgage-backed securities held to maturity ....... 3,963 2,064 Purchases of investment securities available for sale ......................... (51,198) (125,288) Purchases of mortgage-backed securities available for sale .................... (245,504) (203,411) Purchases of investment securities held to maturity ........................... (3,829) (2,820) Purchases of mortgage-backed securities held to maturity ...................... (3,110) Purchases of marketable equity securities available for sale .................. (1,360) (4,123) Net increase in loans ......................................................... (81,521) (37,874) Purchases of premises and equipment ........................................... (3,810) (3,051) Proceeds from sales of premises and equipment ................................. 667 Proceeds from sales of other real estate owned ................................ 296 Proceeds from sales of repossessed assets ..................................... 741 956 ---------- ---------- Net cash used in investing activities ...................................... (96,890) (120,501) </TABLE> The accompanying notes are an integral part of these consolidated financial statements. 4
6 SOUTHSIDE BANCSHARES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOW (continued) (UNAUDITED) (in thousands) <TABLE> <CAPTION> Nine Months Ended September 30, ---------------------------- 2000 1999 ------------ ------------ <S> <C> <C> FINANCING ACTIVITIES: Net increase in demand and savings accounts .............................. $ 4,210 $ 40,990 Net increase in certificates of deposit .................................. 75,980 4,471 Net increase (decrease) in federal funds purchased ....................... 14,925 (4,168) Net (decrease) increase in FHLB Dallas advances .......................... (21,460) 78,088 Proceeds from the issuance of common stock ............................... 286 374 Purchase of treasury stock ............................................... (694) (1,052) Dividends paid ........................................................... (1,089) (1,044) ------------ ------------ Net cash provided by financing activities ........................... 72,158 117,659 ------------ ------------ Net (decrease) increase in cash and cash equivalents ...................... (9,533) 3,110 Cash and cash equivalents at beginning of period .......................... 41,131 41,372 ------------ ------------ Cash and cash equivalents at end of period ................................ $ 31,598 $ 44,482 ============ ============ SUPPLEMENTAL DISCLOSURE FOR CASH FLOW INFORMATION: Interest paid ............................................................ $ 32,377 $ 25,777 Income taxes paid ........................................................ $ 2,000 $ 1,350 SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES: Acquisition of OREO and other repossessed assets through foreclosure ..... $ 641 $ 887 </TABLE> The accompanying notes are an integral part of these consolidated financial statements. 5
7 SOUTHSIDE BANCSHARES, INC. AND SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS 1. Basis of Presentation The consolidated balance sheet as of September 30, 2000, and the related consolidated statements of income, shareholders' equity and cash flow for the nine month period ended September 30, 2000 and 1999 are unaudited; in the opinion of management, all adjustments necessary for a fair presentation of such financial statements have been included. Such adjustments consisted only of normal recurring items. Interim results are not necessarily indicative of results for a full year. These financial statements should be read in conjunction with the financial statements and notes thereto in the Company's latest report on Form 10-K. At the annual shareholders' meeting on April 20, 2000, the shareholders of Southside Bancshares, Inc. approved increasing the authorized shares of common stock from 6 million to 20 million and a two-for-one stock split effective May 20, 2000 for shareholders of record April 21, 2000. All share amounts have been adjusted to give retroactive recognition to the two-for-one stock split. 2. Earnings Per Share Earnings per share on a basic and diluted basis as required by Statement of Financial Accounting Standard No. 128, "Earnings Per Share" has been adjusted to give retroactive recognition to stock dividends and is calculated as follows (in thousands, except per share amounts): <TABLE> <CAPTION> Nine Months Ended September 30, ------------------------------- 2000 1999 -------------- -------------- <S> <C> <C> Basic net earnings per share Net income .................................................... $ 7,273 $ 5,343 Weighted average shares outstanding ........................... 7,250 7,313 -------------- -------------- $ 1.00 $ .73 ============== ============== Diluted net earnings per share Net income .................................................... $ 7,273 $ 5,343 Weighted average shares outstanding plus assumed conversions ........................................ 7,439 7,541 -------------- -------------- $ .98 $ .71 ============== ============== Calculation of weighted average shares outstanding plus assumed conversions Weighted average shares outstanding ........................... 7,250 7,313 Effect of dilutive securities options ......................... 189 228 -------------- -------------- 7,439 7,541 ============== ============== </TABLE> 3. Comprehensive Income The components of accumulated comprehensive income (loss) as required by Statement of Financial Accounting Standard No. 130, "Reporting Comprehensive Income" are as follows: <TABLE> <CAPTION> Nine Months Ended September 30, 2000 -------------------------------------------------- Before-Tax Tax (Expense) Net-of-Tax Amount Benefit Amount --------------- -------------- --------------- <S> <C> <C> <C> Unrealized gains on securities: Unrealized holding gains arising during period........... $ 3,205 $ (1,090) $ 2,115 Less: reclassification adjustment for losses included in net income............................... (526) 179 (347) --------------- -------------- --------------- Net unrealized gains on securities...................... 3,731 (1,269) 2,462 --------------- -------------- --------------- Other comprehensive income.................................. $ 3,731 $ (1,269) $ 2,462 ================ ============== =============== </TABLE> 6
8 <TABLE> <CAPTION> Quarter Ended September 30, 2000 -------------------------------------------------- Before-Tax Tax (Expense) Net-of-Tax Amount Benefit Amount --------------- -------------- --------------- <S> <C> <C> <C> Unrealized gains on securities: Unrealized holding gains arising during period........... $ 1,579 $ (537) $ 1,042 Less: reclassification adjustment for losses included in net income............................... (67) 23 (44) --------------- -------------- --------------- Net unrealized gains on securities...................... 1,646 (560) 1,086 --------------- -------------- --------------- Other comprehensive income.................................. $ 1,646 $ (560) $ 1,086 =============== ============== =============== </TABLE> <TABLE> <CAPTION> Nine Months Ended September 30, 1999 -------------------------------------------------- Before-Tax Tax (Expense) Net-of-Tax Amount Benefit Amount --------------- -------------- --------------- <S> <C> <C> <C> Unrealized losses on securities: Unrealized holding losses arising during period.......... $ (18,944) $ 6,441 $ (12,503) Less: reclassification adjustment for gains included in net income............................... 274 (93) 181 --------------- -------------- --------------- Net unrealized losses on securities..................... (19,218) 6,534 (12,684) --------------- -------------- --------------- Other comprehensive losses.................................. $ (19,218) $ 6,534 $ (12,684) ================ ============== =============== </TABLE> <TABLE> <CAPTION> Quarter Ended September 30, 1999 -------------------------------------------------- Before-Tax Tax (Expense) Net-of-Tax Amount Benefit Amount --------------- -------------- --------------- <S> <C> <C> <C> Unrealized losses on securities: Unrealized holding losses arising during period.......... $ (6,398) $ 2,175 $ (4,223) Less: reclassification adjustment for losses included in net income............................... (30) 10 (20) --------------- -------------- --------------- Net unrealized losses on securities..................... (6,368) 2,165 (4,203) --------------- -------------- --------------- Other comprehensive losses.................................. $ (6,368) $ 2,165 $ (4,203) =============== ============== =============== </TABLE> 4. Subsequent Events In November 2000, the Company formed a wholly-owned non-banking subsidiary Southside Capital Trust II (the "Trust Issuer"). The Trust Issuer was created under the Business Trust Act of Delaware for the sole purpose of issuing and selling Convertible Preferred Securities (the "Securities") and Common Securities and using proceeds from the sale of the Securities and Common Securities to acquire Convertible Junior Subordinated Debentures (the "Debentures") issued by the Company. Accordingly, the Debentures will be the sole assets of the Trust Issuer and payments under the Debentures will be the sole revenue of the Trust Issuer. All of the Common Securities are owned by the Company. The Company's obligations under the Debentures and related documents, taken together, constitute a full and unconditional guarantee by the Company of the Trust Issuer's obligations under the Securities. Although the Debentures will be treated as debt of the Company, they qualify for tier 1 capital or tier 2 capital treatment subject to a limitation that the securities included as tier 1 capital not exceed 25% of total tier 1 capital. The Securities are callable at par by the Company on or after December 31, 2005, or earlier in the event the deduction of related interest for federal income taxes is prohibited, treatment as tier 1 capital is no longer permitted or certain other contingencies arise. The Securities are also callable as early as three years at a premium should the stock price exceed a specified dollar amount. The Securities must be redeemed upon maturity of the Debentures in year 2030. On November 8, 2000, the Company through the Trust Issuer sold 1,500,000 Convertible Preferred Securities at a liquidation amount of $10 per Convertible Preferred Security for an aggregate amount of $15,000,000. It has a distribution rate of 8.75% per annum payable at the end of each calendar quarter and has a conversion feature to the Company's common stock at $10.50 per share. 5. Recent Accounting Pronouncements On June 15, 1998, the Financial Accounting Standards Board issued Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities." Financial Accounting Standards No. 133 is effective for all fiscal quarters of all fiscal years beginning after June 15, 1999. Financial Accounting Standards No. 133 requires that all derivative instruments be recorded on the balance sheet at their fair value. Changes in the fair value of derivatives are recorded each period in current earnings or other comprehensive income, depending on whether a derivative is designated as part of a hedge transaction and, if it is, the type of hedge transaction. In June 1999, the Financial Accounting Standards Board issued Financial Accounting Standards No. 137, "Accounting for Derivative Instruments and Hedging Activities -- Deferral of the Effective Date of Financial Accounting Standards No. 133, an Amendment of Financial Accounting Standards Board Statement No. 133," which defers the effective date of Financial Accounting Standards No. 133 from fiscal years beginning after June 15, 1999 to fiscal years beginning after June 15, 2000. Initial application should be as of the beginning of an entity's fiscal quarter; on that date, hedging relationships must be designated and documented pursuant to the provisions of Financial Accounting Standards No. 133, as amended. Earlier application of all of the provisions is encouraged but is permitted only as of the beginning of any fiscal quarter that begins after the issuance date of Financial Accounting Standards No. 133, as amended. Additionally, Financial Accounting Standards No. 133, as amended, should not be applied retroactively to financial statements of prior periods. In June 2000, the Financial Accounting Standards Board issued Financial Accounting Standards No. 138, "Accounting for Derivative Instruments and Hedging Activities, an Amendment of Financial Accounting Standards Board Statement No. 133", which addresses a limited number of issues causing implementation difficulties for numerous entities that apply Financial Accounting Standards No. 133, as amended. Financial Accounting Standards No. 138 amends the accounting and reporting standards of Financial Accounting Standards No. 133, as amended, for certain derivative instruments, certain hedging activities and for decisions made by the Financial Accounting Standards Board relating to the Derivatives Implementation Group process. Our management anticipates that adoption of Financial Accounting Standards No. 133, as amended, will not have a significant effect on our results of operations or our financial position. In September 2000, the Financial Accounting Standards Board issued Financial Accounting Standards No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, a replacement of Financial Accounting Standards Board Statement No. 125," which revises the standards for accounting for securitizations and other transfers of financial assets and collateral and requires certain disclosures, but, it carries over most of Financial Accounting Standards No. 125's provisions without reconsideration. The statement is effective for transfers and servicing of financial assets and extinguishments of liabilities occurring after March 31, 2001. It is effective for disclosures about securitizations and collateral and for the recognition and reclassification of collateral for fiscal years ending after December 15, 2000. Our management anticipates the adoption of Financial Accounting Standards No. 140 will not have a significant effect on our results of operations or on our financial position. 7
9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Nine months ended September 30, 2000 compared to September 30, 1999. The following is a discussion of the consolidated financial condition, changes in financial condition, and results of operations of Southside Bancshares, Inc. (the "Company"), and should be read and reviewed in conjunction with the financial statements, and the notes thereto, in this presentation and in the Company's latest report on Form 10-K. The Company reported an increase in net income for the quarter and nine months ended September 30, 2000 compared to the same periods in 1999. Net income for the quarter and nine months ended September 30, 2000 was $2.4 million and $7.3 million as compared to $2.0 million and $5.3 million for the same periods in 1999. At the annual shareholders' meeting on April 20, 2000, the shareholders of Southside Bancshares, Inc. approved increasing the authorized shares of common stock from 6 million to 20 million and a two-for-one stock split effective May 20, 2000 for shareholders of record April 21, 2000. All share amounts have been adjusted to give retroactive recognition to the two-for-one stock split. Net Interest Income Net interest income for the quarter and nine months ended September 30, 2000 was $7.1 million and $22.0 million, an increase of $677,000 or 10.5% for the quarter and $4.4 million or 25.0% for the nine months when compared to the same period in 1999. Average interest earning assets increased $103.8 million or 11.9%, while the net interest spread increased from 2.24% at September 30, 1999 to 2.57% at September 30, 2000. As interest rates increased during 1999 and 2000, the Company's premium mortgage-backed securities increased in yield as prepayment speeds decreased. This increase in yield, along with the increase in average loans, combined to increase the net interest spread. Future increases in the net interest spread will become more difficult due to competition and long-term liabilities purchased at higher rates. During the nine months ended September 30, 2000, Average Loans, funded primarily by the growth in average deposits and average FHLB Dallas advances, increased $88.6 million or 26.7%, compared to the same period in 1999. The average yield on loans increased from 8.33% at September 30, 1999 to 8.45% at September 30, 2000, reflective of an overall increase in rates. Average Securities increased $15.3 million or 2.9% for the nine months ended September 30, 2000 when compared to the same period in 1999. This increase was a direct result of the leverage strategy implemented in 1998. The overall yield on Average Securities increased to 7.32% during the nine months ended September 30, 2000 from 6.18% during the same period in 1999, due in part to decreased prepayment speeds on mortgage-backed securities which led to decreased amortization expense, combined with a restructuring of a portion of the securities portfolio into higher yielding securities due to higher overall interest rates. Interest income from federal funds and other interest earning assets increased $518,000 or 58.5% for the nine months ended September 30, 2000 when compared to 1999 as a result of the increase in the average yield. The average yield increased from 5.18% in 1999 to 8.23% at September 30, 2000 due to higher rates and a special FHLB Dallas dividend of $300,000 on the FHLB Dallas stock the Company owns. Total interest expense increased $6.8 million or 25.9% to $33.2 million during the nine months ended September 30, 2000 as compared to $26.3 million during the same period in 1999. The increase was attributable to an increase in Average Interest Bearing Liabilities of $97.2 million or 13.0% and an increase in the average yield on interest bearing liabilities from 4.73% at September 30, 1999 to 5.26% at September 30, 2000. Average Interest Bearing Deposits increased $81.9 million or 20.7% while the average rate paid increased from 4.10% at September 30, 1999 to 4.74% at September 30, 2000. During the second quarter ended June 30, 2000, the Company issued $54.4 million of long-term brokered CD's with one-year continuous discrete call options. The average yield on these CD's was 8.19% with an average life of 10.8 years. Obtaining this long-term funding enabled the Bank to take advantage of the higher interest rate environment, primarily through the purchase of securities without incurring additional interest rate risk. The options associated with these CD's may provide the Bank with balance sheet opportunities in the future. The higher cost associated with these callable CD's will have a negative impact on the Company's net interest spread during the next several quarters. 8
10 During the second quarter, the Bank introduced a new Platinum Money Market deposit account. This account pays a higher rate on larger deposit balances than the Bank's other money market account. As deposits shift to the new money market account, the higher interest cost associated with this change will have a negative impact on the Company's net interest margin. The Bank hopes to attract new deposits due to the competitive rate of this account. Average Short-term Interest Bearing Liabilities, consisting primarily of FHLB Dallas advances and Federal Funds Purchased, increased $1.5 million or 1.0% as compared to the same period in 1999. This increase reflects a strategically planned increase in balance sheet leverage to achieve certain Asset/Liability Management Committee ("ALCO") objectives. Average Long-term Interest Bearing Liabilities consisting of FHLB Dallas advances increased $13.8 million or 8.0% compared to $172.7 million at September 30, 1999. The advances were obtained from FHLB Dallas as part of the Company's balance sheet leverage strategy and partially to fund long-term loans. FHLB Dallas advances are collateralized by FHLB Dallas stock, securities and nonspecified real estate loans. The Company plans to gradually replace short-term FHLB Dallas advances with deposit growth and long-term FHLB advances. Loan growth should gradually replace a portion of the securities portfolio. Average Long Term Junior Subordinated Debentures remained the same at $20 million from September 30, 1999 to September 30, 2000. The analysis below shows average interest earning assets and interest bearing liabilities together with the average yield on the interest earning assets and the average cost of the interest bearing liabilities. <TABLE> <CAPTION> SUMMARY OF INTEREST EARNING ASSETS AND INTEREST BEARING LIABILITIES ---------------------------------------------------------------------------------- AVERAGE AVERAGE AVERAGE AVERAGE BALANCE INTEREST YIELD BALANCE INTEREST YIELD ------------------------------------ ------------------------------------ (Dollars in thousands) Nine Months Ended September 30, 2000 Nine Months Ended September 30, 1999 ------------------------------------ ------------------------------------ <S> <C> <C> <C> <C> <C> <C> INTEREST EARNING ASSETS: Loans (3) $ 420,749 $ 26,609 8.45% $ 332,171 $ 20,686 8.33% Investment Securities (1)(2) 169,846 9,586 7.54% 163,487 8,164 6.68% Mortgage-backed Securities (2) 364,595 19,706 7.22% 355,651 15,845 5.96% Other Interest Earning Assets 22,785 1,404 8.23% 22,877 886 5.18% ---------- --------- ---------- ---------- TOTAL INTEREST EARNING ASSETS $ 977,975 $ 57,305 7.83% $ 874,186 $ 45,581 6.97% ========== ========= ========== ========== INTEREST BEARING LIABILITIES: Deposits $ 476,706 $ 16,927 4.74% $ 394,795 $ 12,121 4.10% Fed Funds Purchased and Other Interest Bearing Liabilities 5,007 225 6.00% 7,501 271 4.83% Short Term Interest Bearing Liabilities - FHLB Dallas 153,907 7,089 6.15% 149,903 5,780 5.16% Long Term Interest Bearing Liabilities - FHLB Dallas 186,428 7,663 5.49% 172,678 6,897 5.34% Long Term Junior Subordinated Debentures 20,000 1,275 8.50% 20,000 1,275 8.50% ---------- --------- ---------- ---------- TOTAL INTEREST BEARING LIABILITIES $ 842,048 $ 33,179 5.26% $ 744,877 $ 26,344 4.73% ========== ========= ------- ========== ========== ------- NET INTEREST SPREAD 2.57% 2.24% ======= ======= </TABLE> (1) Interest income includes taxable-equivalent adjustments of $1,750 and $1,567 as of September 30, 2000 and 1999, respectively. (2) For the purpose of calculating the average yield, the average balance of securities is presented at historical cost. (3) Interest income includes taxable-equivalent adjustments of $327 and $32 as of September 30, 2000 and 1999, respectively. 9
11 Noninterest Income Noninterest income was $7.3 million for the nine months ended September 30, 2000 compared to $6.8 million for the same period in 1999. Deposit services income increased $1.0 million or 20.4% for the nine months ended September 30, 2000. Deposit services income increased primarily as a direct result of the overdraft privilege program and also due to increased numbers of deposit accounts and increased deposit activity from September 30, 1999 to September 30, 2000. Other noninterest income increased $334,000 or 21.2% for the nine months ended September 30, 2000 primarily as a result of increases in trust income and other fee income. During the nine months ended September 30, 2000, the Company had losses on the sale of securities of $526,000 compared to gains on the sales of securities of $274,000 for the same period in 1999. During the nine months ended September 30, 2000, Southside Bank (the "Bank") sold available for sale securities to reduce duration and restructure a portion of the available for sale securities portfolio. The market value of the entire securities portfolio at September 30, 2000 was $562.4 million with a net unrealized loss on that date of $12.8 million. The net unrealized loss is comprised of $16.4 million in unrealized losses and $3.6 million in unrealized gains. Noninterest Expense Noninterest expense was $18.9 million for the nine months ended September 30, 2000, compared to $16.8 million for the same period of 1999, representing an increase of $2.2 million or 12.8%. Salaries and employee benefits increased $1.2 million or 12.1% during the nine months ended September 30, 2000 when compared to the same period in 1999. Direct salary expense and payroll taxes increased $1.0 million or 12.2% as a result of personnel additions for the nine months ended September 30, 2000 when compared to the same period in 1999. Branch expansion combined with normal payroll increases accounted for this increase. Retirement expense decreased $298,000 or 39.3% for the nine months ended September 30, 2000 when compared to the same period in 1999 primarily as a result of the level of performance of retirement plan assets and actuarial computations. Health insurance expense increased $492,000 or 53.2% for the nine months ended September 30, 2000 when compared to the same period in 1999. The Company has a self-insured health plan which is supplemented with stop loss insurance policies. During the nine month period ended September 30, 2000, the Company experienced higher claims. Net occupancy expense increased $271,000 or 13.0% for the nine months ended September 30, 2000 compared to the same period in 1999, largely due to higher real estate taxes and depreciation expense. Equipment expense increased $106,000 or 28.2% for the nine months ended September 30, 2000 compared to the same period in 1999 due to additional locations. Advertising, travel and entertainment expense increased $272,000 or 30.1% for the nine months ended September 30, 2000 compared to the same period in 1999 due to an increased advertising budget and additional expenses associated with additional locations and growth in assets. Other expense increased $196,000 or 7.6% for the nine months ended September 30, 2000 compared to the same period in 1999 primarily due to increases in FDIC insurance, ATM fees and computer fees. Provision for Income Taxes The provision for the income tax expense for the nine months ended September 30, 2000 was 21.8% compared to 19.6% for the nine months ended September 30, 1999. The increase in the effective tax rate and income tax expense is primarily a result of higher taxable income. Capital Resources Total shareholders' equity for the Company at September 30, 2000, of $45.9 million was up $8.2 million from December 31, 1999, and represented 4.2% of total assets at September 30, 2000 compared to 3.7% of total assets at December 31, 1999. Increases to shareholders' equity during the nine months ended September 30, 2000 were net income of $7.3 million and common stock (37,195 shares) issued through the Company's dividend reinvestment and incentive stock option plans of $286,000 and a decrease of $2.5 million in net unrealized losses on securities available for sale. Decreases to shareholders' equity consisted of $1.1 million in dividends paid to shareholders and the purchase of 79,050 shares of treasury stock for $694,000. 10
12 Under the Federal Reserve Board's risk-based capital guidelines for bank holding companies, the minimum ratio of total capital to risk-adjusted assets (including certain off-balance sheet items, such as standby letters of credit) is currently eight percent. The minimum Tier 1 capital to risk-adjusted assets is four percent. A portion of the $20 million trust preferred securities is considered Tier 1 capital by the Federal Reserve Bank. The Federal Reserve Board also requires bank holding companies to comply with the minimum leverage ratio guidelines. The leverage ratio is a ratio of bank holding company's Tier 1 capital to its total consolidated quarterly average assets, less goodwill and certain other intangible assets. The guidelines require a minimum average of three percent for bank holding companies that meet certain specified criteria. Failure to meet minimum capital regulations can initiate certain mandatory and possibly additional discretionary actions by regulation, that if undertaken, could have a direct material effect on the Bank's financial statements. At September 30, 2000, the Company and the Bank exceeded all regulatory minimum capital requirements. The Federal Reserve Deposit Insurance Act requires bank regulatory agencies to take "prompt corrective action" with respect to FDIC-insured depository institutions that do not meet minimum capital requirements. A depository institution's treatment for purposes of the prompt corrective action provisions will depend on how its capital levels compare to various capital measures and certain other factors, as established by regulation. It is management's intention to maintain the Company's capital at a level acceptable to all regulatory authorities and future dividend payments will be determined accordingly. Regulatory authorities require that any dividend payments made by either the Company or the Bank not exceed earnings for that year. Liquidity and Interest Rate Sensitivity Liquidity management involves the ability to convert assets to cash with a minimum of loss. The Company must be capable of meeting its obligations to its customers at any time. This means addressing (1) the immediate cash withdrawal requirements of depositors and other funds providers; (2) the funding requirements of all lines and letters of credit; and (3) the short-term credit needs of customers. Liquidity is provided by short-term investments that can be readily liquidated with a minimum risk of loss. Cash, Interest Earning Deposits, Federal Funds Sold and short-term investments with maturities or repricing characteristics of one year or less continue to be a substantial percentage of total assets. At September 30, 2000, these investments were 13.0% of Total Assets. Liquidity is further provided through the matching, by time period, of rate sensitive interest earning assets with rate sensitive interest bearing liabilities. The Company has three lines of credit for the purchase of federal funds. Two $15.0 million and one $10.0 million unsecured lines of credit have been established with Bank of America, Frost Bank and Texas Independent Bank, respectively. Interest rate sensitivity management seeks to avoid fluctuating net interest margins and to enhance consistent growth of new interest income through periods of changing interest rates. Through this process, market value volatility is also a key consideration. The Asset Liability Management Committee of the Bank closely monitors various liquidity ratios, interest rate spreads and margins, interest rate shock reports and market value of portfolio equity (MVPE) with rates shocked plus and minus 200 basis points to ensure a satisfactory liquidity position for the Company. In addition, the Bank utilizes a simulation model to determine the impact of net interest income under several different interest rate scenarios. By utilizing this technology, the Bank can determine changes that need to be made to the asset and liability mixes to minimize the change in net interest income under these various interest rate scenarios. On November 8, 2000, the Company through Southside Capital Trust II sold 1,500,000 shares of Convertible Preferred Securities at a liquidation amount of $10 per Convertible Preferred Security for an aggregate amount of $15 million. It has a distribution rate of 8.75% per annum payable at the end of each calendar quarter and has a conversion feature to the Company's common stock at $10.50 per share. The proceeds received by the Company from the Trust Issuer will be used for general corporate purposes, including, but not limited to, capital contributions to the Bank to support growth, for working capital, the possible repurchase of shares of our common stock and acquisitions by the Company. Composition of Loans The Company's main objective is to seek attractive lending opportunities in East Texas and adjoining counties. Total Average Loans increased $88.6 million or 26.7% from the nine months ended September 30, 1999 to September 30, 2000. 11
13 The majority of the increase is in Real Estate Loans. The increase in Real Estate Loans is due to a stronger real estate market, interest rates and a strong commitment in residential mortgage lending. Loan Loss Experience and Reserve for Loan Losses The loan loss reserve is based on the most current review of the loan portfolio at that time. An internal loan review officer of the Company is responsible for an ongoing review of the Bank's entire loan portfolio with specific goals set for the volume of loans to be reviewed on an annual basis. A list of loans which are graded as having more than the normal degree of risk associated with them are maintained by the internal loan review officer. This list is updated on a periodic basis but no less than quarterly by the servicing officer in order to properly allocate necessary reserves and keep management informed on the status of attempts to correct the deficiencies noted in the credit. While management is aware of certain risk factors within segments of the loan portfolio, reserve allocations have been made on an individual loan basis. An additional reserve is maintained on the remainder of the portfolio of at risk loans that is based on tracking of the Company's loan losses on loans that have not been previously identified as problems. For the third quarter and nine months ended September 30, 2000, loan charge-offs were $560,000 and $992,000 and recoveries were $70,000 and $228,000, respectively, resulting in net charge-offs of $490,000 and $764,000. For the third quarter and nine months ended September 30, 1999, loan charge-offs were $230,000 and $547,000, and recoveries were $68,000 and $219,000, respectively, resulting in net charge-offs of $162,000 and $328,000. The increase of net charge-offs for the nine months ended September 30, 2000 occurred primarily as a result of the increase in the average loan portfolio. As a result of these and other factors, the necessary provision expense was estimated at $1.2 million for the nine months ended September 30, 2000. Nonperforming Assets The categories of nonperforming assets consist of delinquent loans over 90 days past due, nonaccrual and restructured loans, other real estate owned and repossessed assets. Delinquent loans over 90 days past due represent loans for which the payment of principal or interest has not been received in a timely manner. The full collection of both the principal and interest is still expected but is being withheld due to negotiation or other items expected to be resolved in the near future. Generally, a loan is categorized as nonaccrual when principal or interest is past due 90 days or more, unless, in the determination of management, the principal and interest on the loan are well secured and in the process of collection. In addition, a loan is placed on nonaccrual when, in the opinion of management, the future collectibility of interest and principal is in serious doubt. When a loan is categorized as nonaccrual, the accrual of interest is discontinued and any remaining accrued interest is reversed in that period; thereafter, interest income is recorded only when actually received. Restructured loans represent loans which have been renegotiated to provide a reduction or deferral of interest or principal because of deterioration in the financial position of the borrowers. Categorization of a loan as nonperforming is not in itself a reliable indicator of potential loan loss. Other factors, such as the value of collateral securing the loan and the financial condition of the borrower must be considered in judgments as to potential loan loss. Other Real Estate Owned (OREO) represents real estate taken in full or partial satisfaction of debts previously contracted. The OREO consists primarily of commercial real estate. The Company is actively marketing all properties and none are being held for investment purposes. Total nonperforming assets at September 30, 2000 were $1,709,000, down $130,000 or 7.1% from $1,839,000 at December 31, 1999. Loans 90 days past due or more increased $193,000 or 56.9% to $532,000. Of this total, 32.5% are collateralized by residential dwellings that are primarily owner occupied. Historically, the amount of losses suffered on this type of loan have been significantly less than those on other properties. Seventeen percent are commercial real estate properties, 42.5% are commercial loans and 8% are loans to individuals. Restructured loans decreased $3,000 or 0.67% to $445,000. From December 31, 1999 to September 30, 2000, nonaccrual loans decreased $220,000 or 31.3% to $483,000. Repossessed assets decreased $143,000 or 68.4%. Other real estate increased $43,000 or 30.7% to $183,000. 12
14 Expansion During the second quarter of 2000, the Company received approval from the FDIC to open a second full service branch in Lindale. The Company plans to open this branch during the next few months. The Company acquired property in Whitehouse, Texas in southern Smith County on which it plans to construct a full service branch during 2001, pending regulatory approval. Other Accounting Issues On June 15, 1998, the Financial Accounting Standards Board issued Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities." Financial Accounting Standards No. 133 is effective for all fiscal quarters of all fiscal years beginning after June 15, 1999. Financial Accounting Standards No. 133 requires that all derivative instruments be recorded on the balance sheet at their fair value. Changes in the fair value of derivatives are recorded each period in current earnings or other comprehensive income, depending on whether a derivative is designated as part of a hedge transaction and, if it is, the type of hedge transaction. In June 1999, the Financial Accounting Standards Board issued Financial Accounting Standards No. 137, "Accounting for Derivative Instruments and Hedging Activities -- Deferral of the Effective Date of Financial Accounting Standards No. 133, an Amendment of Financial Accounting Standards Board Statement No. 133," which defers the effective date of Financial Accounting Standards No. 133 from fiscal years beginning after June 15, 1999 to fiscal years beginning after June 15, 2000. Initial application should be as of the beginning of an entity's fiscal quarter; on that date, hedging relationships must be designated and documented pursuant to the provisions of Financial Accounting Standards No. 133, as amended. Earlier application of all of the provisions is encouraged but is permitted only as of the beginning of any fiscal quarter that begins after the issuance date of Financial Accounting Standards No. 133, as amended. Additionally, Financial Accounting Standards No. 133, as amended, should not be applied retroactively to financial statements of prior periods. In June 2000, the Financial Accounting Standards Board issued Financial Accounting Standards No. 138, "Accounting for Derivative Instruments and Hedging Activities, an Amendment of Financial Accounting Standards Board Statement No. 133", which addresses a limited number of issues causing implementation difficulties for numerous entities that apply Financial Accounting Standards No. 133, as amended. Financial Accounting Standards No. 138 amends the accounting and reporting standards of Financial Accounting Standards No. 133, as amended, for certain derivative instruments, certain hedging activities and for decisions made by the Financial Accounting Standards Board relating to the Derivatives Implementation Group process. Our management anticipates that adoption of Financial Accounting Standards No. 133, as amended, will not have a significant effect on our results of operations or our financial position. In September 2000, the Financial Accounting Standards Board issued Financial Accounting Standards No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, a replacement of Financial Accounting Standards Board Statement No. 125," which revises the standards for accounting for securitizations and other transfers of financial assets and collateral and requires certain disclosures, but, it carries over most of Financial Accounting Standards No. 125's provisions without reconsideration. The statement is effective for transfers and servicing of financial assets and extinguishments of liabilities occurring after March 31, 2001. It is effective for disclosures about securitizations and collateral and for the recognition and reclassification of collateral for fiscal years ending after December 15, 2000. Our management anticipates the adoption of Financial Accounting Standards No. 140 will not have a significant effect on our results of operations or on our financial position. Forward-Looking Information Certain statements of other than historical fact that are contained in this document and in written material, press releases and oral statements issued by or on behalf of the Company may be considered to be "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements may include words such as "expect," "estimate," "project," "anticipate," "should," "intend," "probability," "risk," "target," "objective" and similar expressions. Forward-looking statements are subject to significant risks and uncertainties and the Company's actual results may differ materially from the results discussed in the forward-looking statements. For example, certain market risk disclosures are dependent on choices about key model characteristics and assumptions and are subject to various limitations. See "Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations." By their nature, certain of the market risk disclosures are only estimates and could be materially different from what actually occurs in the future. As a result, actual income gains and losses could materially differ from those that have been estimated. Other factors that could cause actual results to differ materially from forward-looking statements include, but are not limited to general economic conditions, either nationally or in the State of Texas, legislation or regulatory changes which adversely affect the businesses in which the Company is engaged, changes in the interest rate environment which reduce interest margins and may impact prepayments on the mortgage-backed securities portfolio, changes effecting the leverage strategy, significant increases in competition in the banking and financial services industry, changes in consumer spending, borrowing and saving habits, technological changes, the Company's ability to increase market share and control expenses, the effect of compliance with legislation or regulatory changes, the effect of changes in accounting policies and practices and the costs and effects of unanticipated litigation. 13
15 PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The Company is a party to certain litigation that it considers routine and incidental to its business. Management does not expect the results of any of these actions to have a material effect on the Company's business, results of operations or financial condition. ITEM 2. CHANGES IN SECURITIES Not Applicable ITEM 3. DEFAULTS UPON SENIOR SECURITIES Not Applicable ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not Applicable ITEM 5. OTHER INFORMATION Not Applicable ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits Exhibit No. 3(a)(i) - Articles of Incorporation of Southside Bancshares, Inc., as amended. 27 - Financial Data Schedule for the nine months ended September 30, 2000. (b) Reports on Form 8-K - None 14
16 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. SOUTHSIDE BANCSHARES, INC. (Registrant) BY: /s/ B. G. HARTLEY ------------------------------------ B. G. Hartley, Chairman of the Board and Chief Executive Officer (Principal Executive Officer) DATE: 11-13-2000 ---------------------- /s/ LEE R. GIBSON ------------------------------------ Lee R. Gibson, Executive Vice President (Principal Financial and Accounting Officer) DATE: 11-13-2000 ----------------------
17 EXHIBIT INDEX <TABLE> <CAPTION> EXHIBIT NUMBER DESCRIPTION - ------ ----------- <S> <C> 3(a)(i) Articles of Incorporation of Southside Bancshares, Inc., as amended. 27 Financial Data Schedule for the nine months ended September 30, 2000. </TABLE>