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SUPR > SEC Filings for SUPR > Form 10-Q on 8-May-2009All Recent SEC Filings

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Form 10-Q for SUPERIOR BANCORP


8-May-2009

Quarterly Report


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Basis of Presentation
The following is a discussion and analysis of our March 31, 2009 condensed consolidated financial condition and results of operations for the three-month period ended March 31, 2009 and 2008. All significant intercompany accounts and transactions have been eliminated. Our accounting and reporting policies conform to generally accepted accounting principles applicable to financial institutions.
This information should be read in conjunction with our unaudited condensed consolidated financial statements and related notes appearing elsewhere in this report and the audited consolidated financial statements and related notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations" appearing in our Annual Report on Form 10-K for the year ended December 31, 2008.
Overview
The quarter's results reflect this difficult recessionary period and the challenges facing the entire banking industry. While our nonperforming assets increased as we anticipated, our credit losses remain low and consistent with our historical levels. Equally important, we showed dramatic growth in new customers and core deposits while seeing loan growth moderate in comparison to 2008. Currently, we are experiencing a very high level of liquidity, and our reliance on non-customer funding is quite low. We are also closely focused on our capital structure, which remains 'well capitalized' so that our capacity to finance new lending activity remains strong.
Even though we may be experiencing some early signs of economic improvement and some renewed confidence in the stock market, these are very preliminary, and at best, we are still in a protracted recession. In these unprecedented times, our focus will remain on the long run, on maintaining our ability to support our customers in their growth along conservative lines. Our new business development activities continue to be focused on relationship building, which we anticipate will result in stronger deposit growth along with new loans as new relationships are added. To a large degree, the funding improvement we experienced in this quarter is associated with our success in building relationship banking. Our principal subsidiary is Superior Bank (the"Bank"), a federal savings bank headquartered in Birmingham, Alabama, which operates 77 banking offices from Huntsville, Alabama to Venice, Florida and 24 consumer finance company offices in Alabama. Our Florida franchise currently has 32 branches and Alabama has 45 branches.
Our first quarter 2009 net loss was $(686,000), or $(0.18) per share, compared to net income of $695,000 for the first quarter of 2008.
Our first quarter 2009 net interest income decreased to $21.3 million, or 2.1%, from $21.8 million for the fourth quarter of 2008 and increased by 15.3% from $18.5 million for the first quarter of 2008. Net interest margin declined to 3.12% compared to 3.29% for the fourth quarter of 2008. This narrowing is due principally to a decrease in the prime rate late in the fourth quarter of 2008, the effect of which was felt for the full first quarter, along with an increase in non-performing assets. The effect of non-accrual loans on the net interest margin for the first quarter of 2009 is estimated to be 0.13%. Our total assets remained level at $3.1 billion at March 31, 2009, compared to December 31, 2008. Our total deposits at March 31, 2009 increased 7.03% to $2.5 billion from December 31, 2008 and increased 15.8% from March 31, 2008.
Loans increased to $2.36 billion at March 31, 2009, an increase of 1.9% from December 31, 2008 and 14.2% from March 31, 2008. We approved approximately $327 million in new loan commitments in the first quarter of 2009, two-thirds of which were residential mortgages for sale in the secondary market. At March 31, 2009, nonperforming loans ("NPLs") were 3.15% of total loans compared to 2.71% at December 31, 2008, which is in line with management's expectations. The $11.4 million NPL increase during the first quarter of 2009 from the fourth quarter of 2008 was principally due to increases in residential 1-4 mortgages ($7.5 million) in Alabama. Of total NPLs, $28.7 million is in Alabama and $44.5 million is in Florida.
Loans in the 30-89 days past due (DPD) category increased to 2.34% of total loans at March 31, 2009 from 1.05% of total loans at December 31, 2008, primarily as a result of one credit totaling $14.7 million.


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Net loan charge-offs increased to 0.42% as a percentage of average loans during the first quarter of 2009, compared to 0.32% during the fourth quarter of 2008. Of the $2.4 million net charge-offs in the first quarter of 2009, the Bank's charge-offs were $1.9 million, or 0.33% of consolidated average loans, and the consumer finance company charge-offs were $525,000, or 0.09% of consolidated average loans. Of total charge-offs, 22.5% related to 1-4 family mortgages and 37.2% related to real estate construction.
The provision for loan losses was $3.5 million in the first quarter of 2009, maintaining the allowance for loan losses at 1.27% of net loans, or $29.9 million, at March 31, 2009, compared to 1.25% of net loans, or $28.8 million, at December 31, 2008. Management has taken a proactive approach to management of these loans and will continue to maintain an active role in them to minimize loss.
Short-term liquid assets (cash and due from banks, interest-bearing deposits in other banks and federal funds sold) increased $29.8 million, or 33.3%, to $119.2 million at March 31, 2009 from $89.4 million at December 31, 2008. At March 31, 2009, short-term liquid assets comprised 3.8% of total assets, compared to 2.9% at December 31, 2008. On March 31, 2009, the Bank completed an offering of a $40 million aggregate principal amount 2.625% Senior Note due 2012 (the "Note"). The Note is guaranteed by the Federal Deposit Insurance Corporation ("FDIC") under its Temporary Liquidity Guarantee Program ("TLGP") and is backed by the full faith and credit of the United States. Management continually monitors our liquidity position and will increase or decrease short-term liquid assets as necessary. Our principal sources of funds are deposits, principal and interest payments on loans, federal funds sold and maturities and sales of investment securities. In addition to these sources of liquidity, we have access to a minimum of $250 million in additional funding from traditional sources. Management believes it has established sufficient sources of funds to meet its anticipated liquidity needs.
The Bank continues to be well-capitalized under regulatory guidelines, with a total risk-based capital ratio of 11.89%, a Tier I core capital ratio of 8.79% and a Tier I risk based capital ratio of 10.64% as of March 31, 2009. The Bank's Tangible Common Equity Ratio is 8.85% at March 31, 2009.
Our Total Risk Based Capital Ratio was 11.45% and our Tangible Common Equity Ratio was 5.11% at March 31, 2009.
Recent Accounting Pronouncements
On April 9, 2009, the Financial Accounting Standards Board ('FASB") finalized three FASB Staff Positions ("FSPs") regarding the accounting treatment for investments including mortgage-backed securities. These FSPs changed the method for determining if an other-than-temporary impairment ("OTTI") exists and the amount of OTTI to be recorded through an entity's income statement. The changes brought about by the FSPs provide greater clarity and reflect a more accurate representation of the credit and noncredit components of an OTTI event. The three FSPs are as follows:
• FSP "SFAS 157-4 Determining Fair Value When the Volume and Level of Activity for the Assets or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly" ("FSP 157-4") provides guidelines for making fair value measurements more consistent with the principles presented in SFAS 157, "Fair Value Measurements" ("SFAS 157"), It emphasizes that even if there has been a significant decrease in the volume and level of activity for the asset or liability and regardless of the valuation technique used, the objective of a fair value measurement remains the same. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction (that is, not a forced liquidation or distressed sale), between market participants at the measurement date under current market conditions.

• FSP "SFAS 115-2 and SFAS 124-2, Recognition and Presentation of Other-than-temporary impairments" ('FSP 115-2 and 124-2") provides additional guidance designed to create greater clarity and consistency in accounting for and presenting impairment losses on securities. It amends OTTI impairment guidance for debt securities to make the guidance more operational and to improve the presentation and disclosure of OTTI on debt and equity securities in the financial statements. It does not amend existing recognition and measurement guidance related to OTTI of equity securities.

• FSP "SFAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments" ("FSP 107-1 and APB 28-1") enhances consistency in financial reporting by increasing the frequency of fair value disclosures.

These staff positions are effective for financial statements issued for periods ending after June 15, 2009, with early application possible for the first quarter of 2009. We have elected to adopt FSP 157-4 and FSP 115-2 and 124-2 as of March 31, 2009, while deferring the election of FSP 107-1 and APB 28-1 until June 30, 2009. The adoption of FSP 107-1 and APB 28-1 is not expected to have a significant impact on our financial condition, results of operations or cash flow. The effect of the early adoption of FSP 115-2 and 124-2 has resulted in the portion of OTTI determined to be credit related ($324,000, or $204,000 after tax) being recognized in current earnings, while the portion of OTTI related to other factors ($1,453,000, or $915,000 after-tax) was recognized in other comprehensive loss (see Notes 3 and 8 to the condensed


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consolidated financial statements).
Statement of Financial Accounting Standards No. 161 In March 2008, the FASB issued SFAS No. 161, Disclosures About Derivative Instruments and Hedging Activities, an Amendment of FASB Statement No. 133 ("SFAS 161"). SFAS 161 amends SFAS 133, Accounting for Derivative Instruments and Hedging Activities ("SFAS 133") to amend and expand the disclosure requirements of SFAS 133 to provide greater transparency about (i) how and why an entity uses derivative instruments, (ii) how derivative instruments and related hedge items are accounted for under SFAS 133 and its related interpretations, and (iii) how derivative instruments and related hedged items affect an entity's financial position, results of operations and cash flows. To meet those objectives, SFAS 161 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of gains and losses on derivative instruments and disclosures about credit-risk-related contingent features in derivative agreements. SFAS 161 was effective for us on January 1, 2009 and did not have a significant impact on our financial position, results of operations or cash flows (see Note 5 to the condensed consolidated financial statements). Results of Operations
The following table sets forth key earnings and other financial data for the periods indicated:

                                                                                       Three Months
                                                                                     Ended March 31,
                                                                             2009                          2008
                                                                      (Dollars in thousands, except per share data)
Net (loss) income                                                   $             (686 )             $            695
Net (loss) income applicable to common shareholders                             (1,829 )                          695
Net (loss) income per common share (diluted)                                     (0.18 )                         0.07
Net interest margin                                                               3.12 %                         3.04 %
Net interest spread                                                               2.91 %                         2.76 %
Return on average assets                                                         (0.09 )%                        0.10 %
Return on average tangible assets                                                (0.09 )%                        0.10 %
Return on average stockholders' equity                                           (1.11 )%                        0.80 %
Return on average tangible equity                                                (1.20 )%                        1.70 %
Common book value per share                                         $            17.74               $          35.00
Tangible common book value per share                                             15.76                          16.44

The change in our net income during the first quarter of 2009 compared to the first quarter of 2008 is primarily the result of increases in the provision for loan losses and the accrual of dividends on preferred stock which began in the fourth quarter of 2008. The increase in provision for loan losses reflects the effect of the current credit cycle and the overall economic environment. See "Financial Condition - Allowance for Loan Losses" for additional discussion. Changes in other components of our operations are discussed in the various sections that follow.


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Net Interest Income. Net interest income is the difference between the income earned on interest-earning assets and interest paid on interest-bearing liabilities used to support such assets. The following table summarizes the changes in the components of net interest income for the periods indicated:

                                                      Increase (Decrease) in
                                                    First Quarter 2009 vs 2008
                                                 Average       Income/      Yield/
                                                 Balance       Expense       Rate
                                                      (Dollars in Thousands)
      ASSETS
      Interest-earning assets:
      Loans, net of unearned income             $  321,833     $ (2,394 )     (1.33 )%
      Investment securities
      Taxable                                       (5,113 )        (43 )      0.07
      Tax-exempt                                       308           (3 )     (0.03 )

      Total investment securities                   (4,805 )        (46 )      0.07
      Federal funds sold                            (2,301 )        (75 )     (3.09 )
      Other investments                             11,331         (282 )     (3.09 )

      Total interest-earning assets             $  326,058       (2,797 )     (1.17 )

      Interest-bearing liabilities:
      Demand deposits                           $  (34,619 )     (2,881 )     (1.63 )
      Savings deposits                             141,768          688        0.25
      Time deposits                                110,012       (3,167 )     (1.30 )
      Other borrowings                              65,510         (450 )     (1.34 )
      Subordinated debentures                        7,145          178        0.35

      Total interest-bearing liabilities        $  289,816       (5,632 )     (1.32 )


      Net interest income/net interest spread                     2,835        0.15 %


      Net yield on earning assets                                              0.08 %

      Taxable equivalent adjustment:
      Investment securities                                          (1 )

      Net interest income                                      $  2,836

The following table depicts, on a taxable equivalent basis for the periods indicated, certain information related to our average balance sheet and our average yields on assets and average costs of liabilities. Average yields are calculated by dividing income or expense by the average balance of the corresponding assets or liabilities. Average balances have been calculated on a daily basis.


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                                                           Three Months Ended March 31,
                                              2009                                              2008
                             Average          Income/         Yield/           Average          Income/         Yield/
                             Balance          Expense          Rate            Balance          Expense          Rate
                                                              (Dollars in thousands)
ASSETS
Interest-earning
assets:
Loans, net of
unearned income (1)        $ 2,392,145        $ 34,952           5.93 %      $ 2,070,312        $ 37,346           7.26 %
Investment securities
Taxable                        302,082           4,009           5.38            307,195           4,052           5.31
Tax-exempt (2)                  40,280             649           6.53             39,972             652           6.56

Total investment
securities                     342,362           4,658           5.52            347,167           4,704           5.45
Federal funds sold               7,240               5           0.28              9,541              80           3.37
Other investments               57,000             362           2.58             45,669             644           5.67

Total interest
-earning assets              2,798,747          39,977           5.79          2,472,689          42,774           6.96
Noninterest-earning
assets:
Cash and due from
banks                           70,943                                            56,657
Premises and
equipment                      105,079                                           103,624
Accrued interest and
other assets                   153,499                                           287,435
Allowance for loan
losses                         (29,123 )                                         (22,814 )

Total assets               $ 3,099,145                                       $ 2,897,591

LIABILITIES AND
STOCKHOLDERS' EQUITY
Interest-bearing
liabilities:
Demand deposits            $   641,259        $  2,195           1.39 %      $   676,148        $  5,076           3.02 %
Savings deposits               199,161             921           1.88             57,393             233           1.63
Time deposits                1,359,453          11,777           3.51          1,249,440          14,944           4.81
Other borrowings               333,376           2,342           2.85            267,866           2,792           4.20
Subordinated
debentures                      60,852           1,193           7.95             53,707           1,015           7.60

Total interest
-bearing liabilities         2,594,371          18,428           2.88          2,304,554          24,060           4.20
Noninterest-bearing
liabilities:
Demand deposits                231,547                                           216,745
Accrued interest and
other liabilities               21,576                                            24,942
Stockholders' equity           251,651                                           351,350

Total liabilities and
stockholders 'equity       $ 3,099,145                                       $ 2,897,591

Net interest
income/net interest
spread                                          21,549           2.91 %                           18,714           2.76 %

Net yield on earning
assets                                                           3.12 %                                            3.04 %

Taxable equivalent
adjustment:
Investment securities
(2)                                                221                                               222


Net interest income                           $ 21,328                                          $ 18,492

(1) Nonaccrual loans are included in loans, net of unearned income. No adjustment has been made for these loans in the calculation of yields.

(2) Interest income and yields are presented on a fully taxable equivalent basis using a tax rate of 34%.

The following table sets forth, on a taxable equivalent basis, the effect that the varying levels of interest-earning assets and interest-bearing liabilities and the applicable rates have had on changes in net interest income for the three-month periods ended March 31, 2009 and 2008.


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                                                     Three Months Ended March 31,
                                                          2009 vs. 2008 (1)
                                                 Increase            Changes Due To
                                                (Decrease)          Rate       Volume
                                                        (Dollars in thousands)
   Increase (decrease) in:
   Income from interest-earning assets:
   Interest and fees on loans                   $    (2,394 )     $ (7,528 )   $ 5,134
   Interest on securities
   Taxable                                              (43 )           40         (83 )
   Tax-exempt                                            (3 )           (5 )         2
   Interest on federal funds                            (75 )          (59 )       (16 )
   Interest on other investments                       (282 )         (411 )       129

   Total interest income                             (2,797 )       (7,963 )     5,166

   Expense from interest-bearing liabilities:
   Interest on demand deposits                       (2,881 )       (2,631 )      (250 )
   Interest on savings deposits                         688             40         648
   Interest on time deposits                         (3,167 )       (4,357 )     1,190
   Interest on other borrowings                        (450 )       (1,022 )       572
   Interest on subordinated debentures                  178             46         132

   Total interest expense                            (5,632 )       (7,924 )     2,292

   Net interest income                          $     2,835       $    (39 )   $ 2,874

(1) The change in interest due to both rate and volume has been allocated to rate and volume changes in proportion to the relationship of the absolute dollar amounts of the changes in each.


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Noninterest income. Noninterest income decreased $1.3 million, or 19.9%, to $5.3 million for the first quarter of 2009, from $6.6 million in the first quarter of 2008. The components of noninterest income for the first quarter of 2009 and 2008 consisted of the following:

                                                               Three Months Ended March 31,
                                                          2009             2008          % Change
                                                                  (Dollars in thousands)
Service charges and fees on deposits                    $   2,387         $ 2,103            13.50 %
Mortgage banking income                                     1,691           1,266            33.57
Investment securities (losses) gains                         (324 )           402          (180.60 )
Change in fair value of derivatives                          (199 )         1,050          (118.95 )
Increase in cash surrender value of life insurance            515             552            (6.70 )
Other noninterest income                                    1,216           1,228            (0.98 )

Total                                                   $   5,286         $ 6,601           (19.92 )%

The increase in service charges and fees on deposits is primarily attributable to pricing changes and account growth. The increase in mortgage banking income during the first quarter of 2009 is the result of an increase in the volume of refinancing. The investment securities loss is the result of an impairment charge related to a bank trust preferred security. See "Financial Condition - Investment Securities" for additional discussion. The decline resulting from the change in the fair value of derivatives is primarily the result of a "call" on an interest rate swap (See Note 5 to the condensed consolidated financial statements).
Noninterest expenses. Noninterest expenses increased $1.8 million, or 8.1%, to $24.1 million for the first quarter of 2009 from $22.3 million for the first quarter of 2008. This increase is primarily due to the full impact of our new branch program, which contributed to increases in personnel, occupancy cost and equipment expense, totaled approximately $413,000. An additional large increase of $427,000 was recorded in insurance expense due to a first quarter of 2009 FDIC premium increase along with the exhaustion of premium rebates which were recorded in the first quarter of 2008. We also recognized additional cost of approximately $386,000 associated with foreclosed assets. Noninterest expenses included the following for the first quarters of 2009 and 2008:

                                                     Three Months Ended March 31,
                                                  2009            2008        % Change
                                                        (Dollars in thousands)
  Noninterest Expenses
  Salaries and employee benefits               $   12,309       $ 12,141            1.4 %
  Occupancy, furniture and equipment expense        4,416          4,060            8.8
  Amortization of core deposit intangibles            985            896            9.9
  Merger-related costs                                  -            108             NA
  Professional fees                                   765            436           75.3
  Insurance expense                                 1,067            640           66.6
  Postage, stationery and supplies                    727            779           (6.7 )
  Communications expense                              802            670           19.7
  Advertising expense                                 551            713          (22.8 )
  Other operating expense                           2,441          1,821           34.3

  Total                                        $   24,063       $ 22,264            8.1 %

Income tax (benefit) expense. We recognized an income tax benefit of $(215,000) compared to income tax expense of $262,000 for the first quarter of 2009 and 2008, respectively. The difference in the effective tax rate in the three-month period ended March 31, 2009 and 2008, and the blended federal statutory rate of 34% and state tax rates of 5% and 6% is due primarily to tax-exempt income from investments and insurance policies.
Provision for Loan Losses and Loan Charge-offs. The provision for loan losses . . .

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