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OZRK > SEC Filings for OZRK > Form 10-Q on 5-Nov-2009All Recent SEC Filings

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Form 10-Q for BANK OF THE OZARKS INC


5-Nov-2009

Quarterly Report


Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

GENERAL

Net income available to common stockholders for Bank of the Ozarks, Inc. (the "Company") was $8.4 million for the third quarter of 2009, a 6.9% decrease from net income available to common stockholders of $9.0 million for the comparable quarter in 2008. Diluted earnings per common share were $0.50 for the quarter ended September 30, 2009, a 5.7% decrease from $0.53 for the quarter ended September 30, 2008. For the nine months ended September 30, 2009, net income available to common stockholders totaled $27.2 million, a 7.1% increase from net income of $25.4 million for the first nine months of 2008. Diluted earnings per common share for the first nine months of 2009 were $1.61 compared to $1.50 for the comparable period in 2008, a 7.3% increase.

The Company's annualized return on average assets was 1.14% for the third quarter of 2009 compared to 1.18% for the third quarter of 2008. Its annualized return on average common stockholders' equity was 12.46% for the third quarter of 2009 compared to 16.70% for the third quarter of 2008. The Company's annualized return on average assets was 1.19% for the first nine months of 2009 compared to 1.14% for the comparable period of 2008. Its annualized return on average common stockholders' equity was 13.64% for the first nine months of 2009 compared to 16.23% for the comparable period of 2008.

Total assets were $2.89 billion at September 30, 2009 compared to $3.23 billion at December 31, 2008. Loans and leases were $1.93 billion at September 30, 2009 compared to $2.02 billion at December 31, 2008. Deposits were $2.05 billion at September 30, 2009 compared to $2.34 billion at December 31, 2008.

Common stockholders' equity was $274 million at September 30, 2009 compared to $252 million at December 31, 2008. Book value per common share was $16.21 at September 30, 2009 compared to $14.96 at December 31, 2008. Changes in common stockholders' equity and book value per common share reflect earnings, dividends paid, stock option and warrant transactions and changes in unrealized gains and losses on investment securities available for sale.

Annualized results for these interim periods may not be indicative of results for the full year or future periods.

ANALYSIS OF RESULTS OF OPERATIONS

The Company is a bank holding company whose primary business is commercial banking conducted through its wholly-owned state chartered bank subsidiary - Bank of the Ozarks (the "Bank"). The Company's results of operations depend primarily on net interest income, which is the difference between the interest income from earning assets, such as loans, leases and investments, and the interest expense incurred on interest bearing liabilities, such as deposits, borrowings and subordinated debentures. The Company also generates non-interest income, including service charges on deposit accounts, mortgage lending income, trust income, bank owned life insurance ("BOLI") income, other charges and fees and gains and losses on investment securities and from sales of other assets.

The Company's non-interest expense consists of employee compensation and benefits, net occupancy and equipment and other operating expenses. The Company's results of operations are significantly impacted by its provision for loan and lease losses and its provision for income taxes. The following discussion provides a comparative summary of the Company's operations for the three and nine months ended September 30, 2009 and 2008 and should be read in conjunction with the consolidated financial statements and related notes presented elsewhere in this report.

Net Interest Income

Net interest income is analyzed in the discussion and the following tables on a fully taxable equivalent ("FTE") basis. The adjustment to convert certain income to a FTE basis consists of dividing federal tax-exempt income by one minus the Company's statutory federal income tax rate of 35%. The FTE adjustments to net interest income were $2.6 million and $2.1 million, respectively, for the quarters ended September 30, 2009 and 2008 and $9.8 million and $6.5 million, respectively, for the nine months ended September 30, 2009 and 2008. No adjustments have been made in this analysis for income exempt from state income taxes or for interest expense deductions disallowed under the provisions of the Internal Revenue Code as a result of investment in certain tax-exempt securities.

Net interest income for the third quarter of 2009 increased 19.1% to $31.8 million compared to $26.7 million for the third quarter of 2008. Net interest income increased 30.2% to $99.6 million for the nine months ended September 30, 2009 compared to $76.5 million for the nine months ended September 30, 2008. Net interest margin was 4.80% during the third quarter of 2009 compared to 3.82% during the third quarter of 2008. Net interest margin was 4.77% during the first nine months of 2009 compared to 3.76% during the first nine months of 2008.

The growth in net interest income for the third quarter of 2009 compared to the comparable period in 2008 was a result of the improvement in the Company's net interest margin, which increased 98 basis points ("bps"), partially offset by a decline in the Company's average earnings assets, which decreased 5.4%. The growth in net interest income for the first nine months of 2009


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compared to the same period in 2008 was due primarily to the improvement in the Company's net interest margin, which increased 101 bps. The Company's improvement in its net interest margin for both the third quarter and the first nine months of 2009 resulted from a combination of factors including
(i) improvement in the Company's spread between yields on loans and leases and rates paid on deposits and other funding sources and (ii) favorable yields achieved on certain tax-exempt securities purchased during the last four quarters.

Yields on average earning assets decreased 33 bps in the third quarter of 2009 and 40 bps for the first nine months of 2009 compared to the same periods in 2008. This decrease was due primarily to an 80 bps decline for the third quarter and an 88 bps decline for the first nine months of 2009 in loan and lease yields, which was partially offset by a 98 bps increase for the third quarter and an 88 bps increase for the first nine months of 2009 in the aggregate yield on the Company's investment securities.

The decrease in loan and lease yields was due primarily to the repricing of the Company's loan and lease portfolio at lower interest rates during 2008 and the first nine months of 2009. Beginning in September 2007 and continuing through December 2008, the Federal Open Market Committee ("FOMC") decreased its federal funds target rate a total of 500 bps, resulting in many of the Company's variable rate loans repricing to lower rates throughout 2008 and the first nine months of 2009. Additionally, the Company's newly originated and renewed loans and leases generally priced at lower rates throughout 2008 and the first nine months of 2009 as a result of these FOMC interest rate decreases.

The increase in the Company's aggregate yield on its investment securities was the result of an increase in yield on both taxable and tax-exempt investment securities in 2009 compared to 2008 and a shift in the composition of the portfolio to include a higher proportion of tax-exempt investment securities with generally higher FTE yields than the Company's taxable investment securities.

The decrease in average earning asset yields discussed above was more than offset by a 129 bps decrease for the third quarter and a 138 bps decrease for the first nine months of 2009 in the rates on average interest bearing liabilities compared to the same periods in 2008, resulting in the Company's overall increase in net interest margin. The decrease in the rates on interest bearing liabilities was primarily attributable to a 158 bps decrease for the third quarter and a 162 bps decrease for the first nine months of 2009 in the rates of interest bearing deposits, the largest component of the Company's interest bearing liabilities, compared to the same periods in 2008. This decrease in rates on interest bearing deposits was attributable to (i) the FOMC interest rate decreases, which resulted in decreases in rates paid on both time deposits and savings and interest bearing transaction deposits as such deposits were renewed or repriced and (ii) the decrease in the Company's aggregate time deposits, which generally pay higher rates than its other interest bearing deposits, as a percent of total interest bearing deposits.

The Company's other funding sources include (i) repurchase agreements with customers ("repos"), (ii) other borrowings, comprised primarily of Federal Home Loan Bank of Dallas ("FHLB") advances, and, to a lesser extent, Federal Reserve Bank ("FRB") borrowings and federal funds purchased, and (iii) subordinated debentures. The rates paid on repos decreased 51 bps for the third quarter and 76 bps for the nine months ended September 30, 2009 compared to the same periods in 2008, primarily as a result of decreases in the FOMC federal funds target rate and other rate indices. The rates paid on the Company's other borrowings increased 9 bps for the third quarter but decreased 2 bps for the nine months ended September 30, 2009 compared to the comparable periods in 2008. The rates paid on the subordinated debentures, which are tied to a spread over the 90-day London Interbank Offered Rate ("LIBOR") and reset periodically, declined 216 bps for the third quarter and 227 bps for the nine months ended September 30, 2009 compared to the same periods of 2008 as a result of the decrease in 90-day LIBOR.

                     Analysis of Net Interest Income - FTE



                                              Three Months Ended                Nine Months Ended
                                                 September 30,                    September 30,
                                             2009             2008            2009             2008
                                                             (Dollars in thousands)
Interest income                            $  39,904        $ 45,030        $ 127,753        $ 135,522
FTE adjustment                                 2,557           2,074            9,785            6,532

Interest income - FTE                         42,461          47,104          137,538          142,054
Interest expense                              10,672          20,414           37,924           65,552

Net interest income - FTE                  $  31,789        $ 26,690        $  99,614        $  76,502


Yields on earning assets - FTE                  6.41 %          6.74 %           6.59 %           6.99 %
Rates on interest bearing liabilities           1.81            3.10             2.03             3.41
Net interest margin - FTE                       4.80            3.82             4.77             3.76


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       Average Consolidated Balance Sheets and Net Interest Analysis-FTE



                                                             Three Months Ended September 30,                                           Nine Months Ended September 30,
                                                        2009                                 2008                                  2009                                  2008
                                             Average     Income/    Yield/        Average     Income/    Yield/        Average      Income/    Yield/        Average      Income/    Yield/
                                             Balance     Expense     Rate         Balance     Expense     Rate         Balance      Expense     Rate         Balance      Expense     Rate
                                                                                                        (Dollars in thousands)
                 ASSETS
Earning assets:
Interest earning deposits and federal
funds sold                                 $       517   $      3     1.95 %    $       575   $      3     2.14 %    $       529   $       8     2.03 %    $       428   $      10     3.15 %
Investment securities:
Taxable                                        296,700      4,280     5.72          392,819      5,332     5.40          353,242      15,180     5.75          397,039      16,467     5.54
Tax-exempt - FTE                               353,491      7,296     8.19          342,565      5,905     6.86          438,739      27,922     8.51          334,637      18,589     7.42
Loans and leases - FTE                       1,978,863     30,882     6.19        2,042,307     35,864     6.99        1,998,154      94,428     6.32        1,984,426     106,988     7.20

Total earning assets - FTE                   2,629,571     42,461     6.41        2,778,266     47,104     6.74        2,790,664     137,538     6.59        2,716,530     142,054     6.99
Non-interest earning assets                    281,080                              258,386                              275,457                               256,686

Total assets                               $ 2,910,651                          $ 3,036,652                          $ 3,066,121                           $ 2,973,216


  LIABILITIES AND STOCKHOLDERS' EQUITY
Interest bearing liabilities:
Deposits:
Savings and interest bearing transaction   $   765,878   $  1,664     0.86 %    $   645,338   $  2,500     1.54 %    $   825,141   $   5,220     0.85 %    $   588,675   $   6,902     1.57 %
Time deposits of $100,000 or more              686,517      2,756     1.59          906,137      8,347     3.66          722,864      11,414     2.11          929,586      28,431     4.09
Other time deposits                            375,755      1,986     2.10          510,430      4,535     3.53          433,294       8,366     2.58          509,703      14,981     3.93

Total interest bearing deposits              1,828,150      6,406     1.39        2,061,905     15,382     2.97        1,981,299      25,000     1.69        2,027,964      50,314     3.31
Repurchase agreements with customers            54,922        151     1.09           43,442        174     1.60           54,436         461     1.13           42,637         604     1.89
Other borrowings                               392,705      3,624     3.66          446,899      4,015     3.57          395,626      10,750     3.63          431,973      11,816     3.65
Subordinated debentures                         64,950        491     3.00           64,950        843     5.16           64,950       1,713     3.53           64,950       2,818     5.80

Total interest bearing liabilities           2,340,727     10,672     1.81        2,617,196     20,414     3.10        2,496,311      37,924     2.03        2,567,524      65,552     3.41
Non-interest bearing liabilities:
Non-interest bearing deposits                  211,940                              191,225                              206,016                               182,216
Other non-interest bearing liabilities          15,233                               10,206                               21,875                                11,186

Total liabilities                            2,567,900                            2,818,627                            2,724,202                             2,760,926
Preferred stock                                 72,228                                   -                                72,090                                    -
Common stockholders' equity                    267,082                              214,623                              266,383                               208,871
Noncontrolling interest                          3,441                                3,402                                3,446                                 3,419

Total liabilities and stockholders'
equity                                     $ 2,910,651                          $ 3,036,652                          $ 3,066,121                           $ 2,973,216

Net interest income - FTE                                $ 31,789                             $ 26,690                             $  99,614                             $  76,502

Net interest margin - FTE                                             4.80 %                               3.82 %                                4.77 %                                3.76 %


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Non-Interest Income

The Company's non-interest income consists primarily of (1) service charges on deposit accounts, (2) mortgage lending income, (3) trust income, (4) BOLI income, (5) appraisal fees, credit life commissions and other credit related fees, (6) safe deposit box rental, operating lease income, brokerage fees and other miscellaneous fees and (7) gains and losses on investment securities and sales of other assets. Non-interest income for the third quarter of 2009 increased 19.3% to $5.8 million compared to $4.9 million for the third quarter of 2008. Non-interest income for the nine months ended September 30, 2009 increased 143.0% to $37.8 million compared to $15.6 million for the nine months ended September 30, 2008. This large increase for the nine months ended September 30, 2009 compared to the same period in 2008 was primarily attributable to significant gains on investment securities during the first and second quarters of 2009.

Service charges on deposit accounts, traditionally the Company's largest source of non-interest income, increased 4.3% for the third quarter of 2009 to $3.23 million compared to $3.10 million for the same period in 2008. Service charges on deposit accounts increased 1.6% for the nine months ended September 30, 2009 to $9.08 million compared to $8.94 million for the same period in 2008.

Mortgage lending income increased 42.1% for the third quarter of 2009 to $0.67 million compared to $0.47 million for the same period in 2008. Mortgage lending income increased 47.7% for the nine months ended September 30, 2009 to $2.63 million compared to $1.78 million for the same period in 2008. The volume of originations of mortgage loans available for sale increased 28.8% and 43.8%, respectively, for the third quarter and first nine months of 2009 compared to the same periods in 2008. During the third quarter of 2009, approximately 46% of the Company's originations of mortgage loans available for sale were related to mortgage refinancings and approximately 54% were related to new home purchases, compared to approximately 39% for refinancings and approximately 61% for new home purchases in the third quarter of 2008. During the first nine months of 2009, approximately 65% of the Company's originations of mortgage loans available for sale were related to mortgage refinancings and approximately 35% were related to new home purchases, compared to approximately 49% for refinancings and approximately 51% for new home purchases in the first nine months of 2008.

Trust income increased 23.4% for the third quarter of 2009 to $0.80 million compared to $0.65 million for the same period in 2008. Trust income increased 16.8% for the nine months ended September 30, 2009 to $2.20 million compared to $1.88 million for the same period in 2008. The increase in trust income for the quarter and nine months ended September 30, 2009 was primarily due to growth in the Company's corporate trust and investment management business as the Company continued to add new customers.

Net gains on investment securities and from sales of other assets were $0.09 million for the third quarter of 2009 compared to net losses of $0.40 million for the same period in 2008. Net gains on investment securities and from sales of other assets were $20.63 million for the nine months ended September 30, 2009 compared to net losses of $0.26 million for the same period in 2008. During the third quarter and first nine months of 2009, the Company sold approximately $22 million and approximately $301 million, respectively, of its investment securities AFS. During the third quarter and first nine months of 2008, the Company sold approximately $2 million and approximately $10 million, respectively, of its investment securities AFS.

Non-interest income from all other sources was $1.01 million in the third quarter of 2009 compared to $1.04 million for the same period of 2008, and was $3.26 million for the nine months ended September 30, 2009 compared to $3.21 million for the same period in 2008.

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The following table presents non-interest income for the three and nine months ended September 30, 2009 and 2008.

                              Non-Interest Income



                                                    Three Months Ended           Nine Months Ended
                                                       September 30,               September 30,
                                                    2009           2008          2009          2008
                                                                (Dollars in thousands)
Service charges on deposit accounts               $   3,234       $ 3,102      $  9,084      $  8,939
Mortgage lending income                                 672           473         2,630         1,781
Trust income                                            801           649         2,198         1,882
BOLI income                                             495           512         1,456         1,500
Appraisal fees, credit life commissions and
other credit related fees                                59            96           443           344
Safe deposit box rental, operating lease
income, brokerage fees and other miscellaneous
fees                                                    300           308           925           909
Gains (losses) on investment securities                 142          (317 )      20,660          (297 )
Gains (losses) on sales of other assets                 (51 )         (78 )         (35 )          35
Other                                                   158           126           432           460

Total non-interest income                         $   5,810       $ 4,871      $ 37,793      $ 15,553

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Non-Interest Expense

Non-interest expense increased 12.1% for the third quarter of 2009 to $15.5 million compared to $13.8 million for the same period in 2008. Non-interest expense increased 23.5% for the nine months ended September 30, 2009 to $49.6 million compared to $40.1 million for the same period in 2008. The increase in non-interest expense for the nine months ended September 30, 2009 compared to the same period in 2008 was due to a number of factors, including (i) a special assessment levied by the Federal Deposit Insurance Corporation ("FDIC") on all insured institutions during the second quarter of 2009 which resulted in the Company incurring a $1.3 million expense, (ii) higher FDIC base insurance premium assessments applicable to all FDIC insured institutions which resulted in the Company incurring increased expenses of $1.4 million during the first nine months of 2009 compared to the same period in 2008, (iii) higher expenses related to write downs of the carrying value of items in other real estate owned which increased expenses by $1.6 million for the nine months ended September 30, 2009 compared to the same period in 2008, and (iv) higher accrual of delinquent and current property taxes associated with other real estate owned which resulted in the Company incurring increased expenses of $0.9 million during the first nine months of 2009 compared to the same period in 2008.

At September 30, 2009 the Company had 73 offices, including 72 full service banking offices and one loan production office, compared to 73 offices, including 71 full service banking offices and two loan production offices, at September 30, 2008. The Company had 705 full time equivalent employees at September 30, 2009 compared to 703 full time equivalent employees at September 30, 2008.

The Company's efficiency ratio (non-interest expense divided by the sum of net interest income - FTE and non-interest income) was 41.2% for the quarter ended September 30, 2009 compared to 43.8% for the quarter ended September 30, 2008. The Company's efficiency ratio for the nine months ended September 30, 2009 was 36.1% compared to 43.6% for the same period in 2008. Approximately 639 bps of the 749 bps improvement in the Company's efficiency ratio for the nine months ended September 30, 2009 was due to the higher volume of net gains on investment securities during 2009 compared to 2008, and 110 bps of such improvement was due to other factors.

The following table presents non-interest expense for the three and nine months ended September 30, 2009 and 2008.

                              Non-Interest Expense



                                               Three Months Ended       Nine Months Ended
                                                 September 30,            September 30,
                                                2009         2008        2009        2008
                                                         (Dollars in thousands)
 Salaries and employee benefits              $     7,823   $  7,728   $   23,717   $ 22,684
 Net occupancy and equipment                       2,558      2,318        7,584      6,575
 Other operating expenses:
 Postage and supplies                                378        397        1,162      1,242
 Advertising and public relations                    229        308          765        867
 Telephone and data lines                            471        318        1,386      1,232
 Professional and outside services                   436        338        1,393      1,034
 ATM expense                                         149        169          570        478
 Software expense                                    400        319        1,114        918
 FDIC insurance                                      683        283        3,601        842
 FDIC and state assessments                          171        168          536        482
 Other real estate and foreclosure expense         1,308        468        4,861      1,002
 Amortization of intangibles                          27         55           83        186
 Other                                               866        959        2,859      2,634

 Total non-interest expense                  $    15,499   $ 13,828   $   49,631   $ 40,176

Income Taxes

The provision for income taxes was $2.6 million for the third quarter of 2009 and $8.4 million for the first nine months of 2009 compared to $3.3 million for the third quarter and $9.3 million for the first nine months of 2008. The effective income tax rate was 21.6% for both the third quarter and the first nine months of 2009 compared to 26.5% for the third quarter and 26.8% for the first nine months of 2008. The primary factor in the decrease in the effective tax rate in the third quarter and first nine months of 2009 compared to the same periods in 2008 was the increase in the Company's tax-exempt income, principally as a result of the increase in investment securities, both in volume and as a percentage of earning assets, which are exempt from federal and/or state income taxes.


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