UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

ý

 

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

 

 

 

 

 

For the quarterly period ended March 31, 2005

 

 

 

OR

 

 

 

o

 

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

 

 

 

 

 

For the transition period from                   to                  

 

Commission File Number: 000-26335

 

TEAM FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

 

KANSAS

 

48-1017164

(State or other jurisdiction

 

(I.R.S. Employer Identification No.)

of incorporation or organization)

 

 

 

8 West Peoria, Suite 200, Paola, Kansas 66071

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone, including area code:  (913) 294-9667

 

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  ý       No  o

 

Indicate by check mark whether the registrant is an accelerated filer (as defined by Rule 12b-2 of the Exchange Act).

Yes  o       No  ý

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

There were 4,039,095 shares of the Registrant’s common stock, no par value, outstanding as of May 6, 2005.

 

 



 

Part I.  Financial Information

 

 

 

 

Item 1.

Financial Statements

 

 

 

 

 

Unaudited Consolidated Statements of Financial Condition as of March 31, 2005 and December 31, 2004

 

 

 

 

 

Unaudited Consolidated Statements of Operations for the Three Months Ended March 31, 2005 and 2004

 

 

 

 

 

Unaudited Consolidated Statements of Comprehensive Income (Loss) for the Three Months Ended March 31, 2005 and 2004

 

 

 

 

 

Unaudited Consolidated Statements of Changes In Stockholders’ Equity for the Three Months Ended March 31, 2005

 

 

 

 

 

Unaudited Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2005 and 2004

 

 

 

 

 

Notes to Unaudited Consolidated Financial Statements

 

 

 

 

Item 2.

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

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosure About Market Risk

 

 

 

 

Item 4.

Controls and Procedures

 

 

 

 

Part II.  Other Information

 

 

 

 

Item 1.

Legal Proceedings

 

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

 

 

 

Item 6.

Exhibits

 

 

 

 

Signature Page

 

 

 

 

 

Exhibit 10.1

Employment Agreement Between Team Financial, Inc. and Robert J. Weatherbie dated December 28, 2004

 

 

 

 

Exhibit 10.2

Employment Agreement Between Team Financial, Inc. and Michael L. Gibson dated January 13, 2005

 

 

 

 

Exhibit 10.29

Employment Agreement Between TeamBank N.A. and Carolyn S. Jacobs dated January 13, 2005

 

 

 

 

Exhibit 31.1

Certification of Chief Executive Officer Pursuant to Section 302 of Sarbanes- Oxley Act of 2002

 

 

2



 

Exhibit 31.2

Certification of Chief Financial Officer Pursuant to Section 302 of Sarbanes- Oxley Act of 2002

 

 

 

 

Exhibit 32.1

Certification of Chief Executive Officer Pursuant to 18 U.S.C. 1350

 

 

 

 

Exhibit 32.2

Certification of Chief Financial Officer Pursuant to 18 U.S.C. 1350

 

 

3



 

Team Financial, Inc. And Subsidiaries

Unaudited Consolidated Statements of Financial Condition

(In thousands)

 

 

 

March 31,
2005

 

December 31,
2004

 

Assets

 

 

 

 

 

Cash and due from banks

 

$

12,379

 

$

13,718

 

Interest bearing bank deposits

 

4,748

 

21,023

 

Cash and cash equivalents

 

17,127

 

34,741

 

 

 

 

 

 

 

Investment securities:

 

 

 

 

 

Available for sale, at fair value (amortized cost of $197,384 and $190,369 at March 31, 2005 and December 31, 2004, respectively)

 

196,204

 

191,842

 

Total investment securities

 

196,204

 

191,842

 

 

 

 

 

 

 

Loans receivable, net of unearned fees

 

388,711

 

378,771

 

Allowance for loan losses

 

(5,028

)

(4,898

)

Net loans receivable

 

383,683

 

373,873

 

 

 

 

 

 

 

Accrued interest receivable

 

4,031

 

3,819

 

Premises and equipment, net

 

15,072

 

15,317

 

Assets acquired through foreclosure

 

688

 

408

 

Goodwill

 

10,700

 

10,700

 

Intangible assets, net of accumulated amortization

 

3,659

 

3,811

 

Bank owned life insurance

 

18,638

 

18,460

 

Other assets

 

2,670

 

2,830

 

Assets of discontinued operations

 

 

8,282

 

 

 

 

 

 

 

Total assets

 

$

652,472

 

$

664,083

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

Deposits:

 

 

 

 

 

Checking deposits

 

$

165,826

 

$

183,650

 

Savings deposits

 

34,213

 

32,749

 

Money market deposits

 

50,635

 

49,931

 

Certificates of deposit

 

210,192

 

201,620

 

Total deposits

 

460,866

 

467,950

 

Federal Funds purchased and securities sold under agreements to repurchase

 

6,826

 

5,669

 

Federal Home Loan Bank advances

 

111,905

 

111,915

 

Notes payable and other borrowings

 

1,601

 

3,544

 

Subordinated debentures

 

16,005

 

16,005

 

Accrued expenses and other liabilities

 

3,445

 

4,864

 

Liabilities of discontinued operations

 

 

1,282

 

 

 

 

 

 

 

Total liabilities

 

600,648

 

611,229

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Preferred stock, no par value, 10,000,000 shares authorized, no shares issued

 

 

 

Common stock, no par value, 50,000,000 shares authorized; 4,499,470 and 4,496,753 shares issued; 4,039,095 and 4,034,178 shares outstanding at March 31, 2005 and December 31, 2004, respectively

 

27,880

 

27,849

 

Additional paid-in-capital

 

296

 

306

 

Retained earnings

 

28,938

 

28,264

 

Treasury stock, 460,375 and 462,575 shares of common stock at cost at March 31, 2005, and December 31, 2004, respectively

 

(4,512

)

(4,537

)

Accumulated other comprehensive income (loss)

 

(778

)

972

 

 

 

 

 

 

 

Total stockholders’ equity

 

51,824

 

52,854

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

652,472

 

$

664,083

 

 

See accompanying notes to the unaudited consolidated financial statements

 

4



 

Team Financial, Inc. And Subsidiaries

Unaudited Consolidated Statements of Operations

(In Thousands, Except Per Share Data)

 

 

 

Three Months Ended
March 31

 

 

 

2005

 

2004

 

Interest Income:

 

 

 

 

 

Interest and fees on loans

 

$

6,230

 

$

5,569

 

Taxable investment securities

 

1,810

 

1,902

 

Nontaxable investment securities

 

290

 

298

 

Other

 

76

 

37

 

 

 

 

 

 

 

Total interest income

 

8,406

 

7,806

 

 

 

 

 

 

 

Interest Expense:

 

 

 

 

 

Deposits:

 

 

 

 

 

Checking deposits

 

226

 

126

 

Savings deposits

 

52

 

56

 

Money market deposits

 

140

 

121

 

Certificates of deposit

 

1,347

 

1,160

 

Federal funds purchased and securities sold under agreements to repurchase

 

23

 

12

 

FHLB advances payable

 

1,164

 

1,238

 

Notes payable and other borrowings

 

32

 

29

 

Subordinated debentures

 

388

 

388

 

 

 

 

 

 

 

Total interest expense

 

3,372

 

3,130

 

 

 

 

 

 

 

Net interest income before provision for loan losses

 

5,034

 

4,676

 

 

 

 

 

 

 

Provision for loan losses

 

145

 

250

 

 

 

 

 

 

 

Net interest income after provision for loan losses

 

4,889

 

4,426

 

 

 

 

 

 

 

Non-Interest Income:

 

 

 

 

 

Service charges

 

904

 

830

 

Trust fees

 

187

 

151

 

Gain on sales of mortgage loans

 

215

 

343

 

Gain on sales of investment securities

 

 

6

 

Bank owned life insurance income

 

208

 

215

 

Other

 

321

 

415

 

 

 

 

 

 

 

Total non-interest income

 

1,835

 

1,960

 

 

 

 

 

 

 

Non-Interest Expenses:

 

 

 

 

 

Salaries and employee benefits

 

2,617

 

2,672

 

Occupancy and equipment

 

672

 

663

 

Data processing

 

689

 

612

 

Professional fees

 

335

 

279

 

Marketing

 

61

 

60

 

Supplies

 

79

 

89

 

Intangible asset amortization

 

156

 

208

 

Other

 

822

 

867

 

 

 

 

 

 

 

Total non-interest expenses

 

5,431

 

5,450

 

 

 

 

 

 

 

Net income from continuing operations before income taxes

 

1,293

 

936

 

Income tax expense

 

297

 

158

 

Net income from continuing operations

 

996

 

778

 

Net income from discontinued operations, net of tax

 

 

50

 

Net income

 

$

996

 

$

828

 

 

 

 

 

 

 

Basic income per share from continuing operations

 

$

0.25

 

$

0.19

 

Diluted income per share from continuing operations

 

$

0.24

 

$

0.19

 

Basic income per share from discontinued operations

 

$

 

$

0.01

 

Diluted income per share from discontinued operations

 

$

 

$

0.01

 

Basic income per share

 

$

0.25

 

$

0.20

 

Diluted income per share

 

$

0.24

 

$

0.20

 

Shares applicable to basic income per share

 

4,036,945

 

4,103,527

 

Shares applicable to diluted income per share

 

4,091,956

 

4,153,923

 

 

See accompanying notes to the unaudited consolidated financial statements

 

5



 

Team Financial, Inc. And Subsidiaries

Unaudited Consolidated Statements of Comprehensive Income (Loss)

(In Thousands)

 

 

 

Three Months Ended
March 31,

 

 

 

2005

 

2004

 

 

 

 

 

 

 

Net Income

 

$

996

 

$

828

 

Other comprehensive income (loss), net of tax:

 

 

 

 

 

Unrealized gains (losses) on investment securities available for sale net of tax of $903 and $619 for the three months ended March 31, 2005 and 2004, respectively

 

(1,750

)

1,219

 

Reclassification adjustment for gains included in net income net of tax of $0 and $2 for the three months ended March 31, 2005 and 2004, respectively

 

 

(4

)

Other comprehensive income (loss), net

 

(1,750

)

1,215

 

Comprehensive income (loss)

 

$

(754

)

$

2,043

 

 

See accompanying notes to the unaudited consolidated financial statements

 

6



 

Team Financial, Inc. And Subsidiaries

Unaudited Consolidated Statements of Changes In Stockholders’ Equity

Three Months Ended March 31, 2005

(In Thousands, Except Per Share Data)

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

Additional

 

 

 

 

 

other

 

Total

 

 

 

Common

 

paid-in-

 

Retained

 

Treasury

 

comprehensive

 

stockholders’

 

 

 

stock

 

capital

 

earnings

 

stock

 

income (loss)

 

equity

 

Balance, December 31, 2004

 

$

27,849

 

$

306

 

$

28,264

 

$

(4,537

)

$

972

 

$

52,854

 

Common stock issued in connection with compensation plans (2,717 shares)

 

31

 

 

 

 

 

31

 

Treasury stock issued in connection with compensation plans (2,200 shares)

 

 

 

(10

)

 

 

25

 

 

 

15

 

Net income

 

 

 

996

 

 

 

996

 

Dividends ($0.08 per share)

 

 

 

(322

)

 

 

(322

)

Other comprehensive loss net of $903 in taxes

 

 

 

 

 

(1,750

)

(1,750

)

Balance, March 31, 2005

 

$

27,880

 

296

 

28,938

 

$

(4,512

)

(778

)

51,824

 

 

See accompanying notes to the unaudited consolidated financial statements

 

7



 

Team Financial, Inc. And Subsidiaries

Unaudited Consolidated Statements Of Cash Flows

(Dollars In Thousands)

 

 

 

Three Months Ended March 31,

 

 

 

2005

 

2004

 

Cash flows from operating activities:

 

 

 

 

 

Net income

 

$

996

 

$

828

 

Net income from discontinued operations

 

 

(50

)

Adjustments to reconcile net income to net cash provided by operating activities of continuing operations:

 

 

 

 

 

Provision for loan losses

 

145

 

250

 

Depreciation and amortization

 

620

 

792

 

Increase in bank owned life insurance

 

(178

)

(183

)

Net gain on sales of investment securities

 

 

(6

)

FHLB stock dividends

 

(73

)

 

Net gain on sales of mortgage loans

 

(215

)

(343

)

Net loss on sales of assets

 

1

 

76

 

Proceeds from sale of mortgage loans

 

11,812

 

14,222

 

Origination of mortgage loans for sale

 

(11,286

)

(16,040

)

Net decrease (increase) in other assets

 

(2

)

258

 

Net (decrease) increase in accrued expenses and other liabilities

 

408

 

(613

)

Net cash (used in) provided by operating activities of continuing operations

 

2,228

 

(809

)

Net cash flows of discontinued operations

 

7,000

 

121

 

 

 

 

 

 

 

Net cash (used in) provided by operating activities

 

9,228

 

(688

)

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Net increase in loans

 

(10,601

)

(7,321

)

Proceeds from sale of investment securities available-for-sale

 

 

16

 

Proceeds from maturities and principal reductions of investment securities available-for-sale

 

7,876

 

27,753

 

Purchases of investment securities available-for-sale

 

(14,975

)

(25,765

)

Purchase of premises and equipment, net

 

(61

)

(1,316

)

Proceeds from sales on assets

 

14

 

65

 

Cash paid for acquisitions

 

(925

)

 

Cash used in investing activities of discontinued operations

 

 

(1,130

)

 

 

 

 

 

 

Net cash used in investing activities

 

(18,672

)

(7,698

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Net increase (decrease) in deposits

 

(7,084

)

3,991

 

Net increase in federal funds purchased and securities sold under agreement to repurchase

 

1,157

 

2,380

 

Payments on Federal Home Loan Bank advances

 

(10

)

(6

)

Payments on notes payable

 

(3,218

)

(3,593

)

Proceeds of notes payable

 

1,276

 

3,972

 

Common stock issued

 

31

 

87

 

Purchase of treasury stock

 

 

(312

)

Dividends paid on common stock

 

(322

)

(328

)

 

 

 

 

 

 

Net cash (used in) provided by financing activities

 

(8,170

)

6,191

 

 

 

 

 

 

 

Net change in cash and cash equivalents

 

(17,614

)

(2,195

)

 

 

 

 

 

 

Cash and cash equivalents at beginning of the period

 

34,741

 

18,590

 

 

 

 

 

 

 

Cash and cash equivalents at end of the period

 

$

17,127

 

$

16,395

 

 

 

 

 

 

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

 

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

Interest

 

$

3,173

 

$

3,227

 

Income taxes

 

$

21

 

$

471

 

 

 

 

 

 

 

Noncash activities related to operations

 

 

 

 

 

Assets acquired through foreclosure

 

$

280

 

$

377

 

Loans to facilitate the sale of real estate acquired through foreclosure

 

 

193

 

 

See accompanying notes to the unaudited consolidated financial statements

 

8



 

Team Financial, Inc and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

Three month period ended March 31, 2005 and 2004

 

(1)  Basis of Presentation

 

The accompanying unaudited consolidated financial statements of Team Financial, Inc. and Subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes necessary for a comprehensive presentation of financial condition and results of operations required by accounting principles generally accepted in the United States of America for complete financial statements.  In the opinion of management, all normal recurring adjustments necessary for a fair presentation of results have been included.  The consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2004.

 

The interim consolidated financial statements include the accounts of Team Financial, Inc. and its wholly owned subsidiaries, Team Financial Acquisition Subsidiary, Inc., including TeamBank, N.A. and its subsidiaries, and Post Bancorp including Colorado National Bank.   All material inter-company transactions, profits, and balances are eliminated in consolidation.  The consolidated financial statements do not include the accounts of our wholly owned statutory trust, Team Financial Capital Trust I (the “Trust”).  In accordance with Financial Accounting Standards Board Interpretation No. 46R, Consolidation of Variable Interest Entities (“FIN 46 R”), adopted in December 2003, the Trust qualifies as a special purpose entity that is not required to be consolidated in the financial statements of Team Financial, Inc.  The Trust was formed in 2001 for the purpose of issuing $15.5 million of Trust Preferred Securities. We continue to include the Trust Preferred Securities issued by the Trust in Tier I capital for regulatory capital purposes.

 

The December 31, 2004 statement of financial condition has been derived from the audited consolidated financial statements as of that date.  Certain amounts in the 2004 financial statements have been reclassified to conform to the 2005 presentation.  The results of the interim period ended March 31, 2005, are not necessarily indicative of the results that may occur for the year ending December 31, 2005.

 

(2)  Recent Accounting Pronouncements

 

In December of 2004, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 123 (revised 2004), Share Based Payments, (“SFAS 123R”).  This statement requires that the cost resulting from all share-based transactions be recognized in the financial statements. SFAS 123R establishes fair value as the measurement objective in accounting for share-based arrangements and requires all entities to apply a fair-value based measurement method in accounting for share based payments with employees except for equity instruments held by employee share ownership plans.  SFAS 123R replaces FASB Statement No. 123, Accounting for Stock-Based Compensation, and supercedes Accounting Principal Board Opinion No. 25, Accounting for Stock Issued to Employees, (“APB 25”) and is effective as of the beginning of the first annual reporting period beginning after June 15, 2005.   We apply APB 25 to account for stock incentive plans which requires compensation cost be recognized as the excess, if any, of the fair market value of our stock at the date of grant over the amount the employee must pay to acquire the stock.  In accordance with SFAS 123, we report the effect on net income as if the transactions were accounted for using the fair value method in footnote 4.  The adoption of SFAS 123R, in fiscal year 2006, will result in higher salaries and employee benefits expense in future periods.

 

(3)   Discontinued Operations

 

On February 25, 2005, we completed the sale of our insurance agency subsidiary, Team Insurance Group, Inc.  We sold all the issued and outstanding shares of the insurance agency subsidiary to an unaffiliated

 

9



 

third party for total cash consideration of $7,000,000, plus or minus any adjustments to the closing balance sheet to reflect the difference between the total equity of Team Insurance Group, Inc. as of December 31, 2004 and the purchase price.  Our investment in Team Insurance Group, Inc. as of December 31, 2004 and February 25, 2005 was approximately $7,000,000.  There was no gain or loss recorded on the sale of the subsidiary during the three month period ended March 31, 2005.  The sale was effective December 31, 2004, and therefore, the operating activities of the insurance subsidiary during 2005 were assumed by the new owners.  The buyer asserted on May 9, 2005, balance sheet adjustments of $283,000, which are being reviewed by management.  Additionally, the buyer has until August 25, 2006 to contest representations and warranties.  Any adjustments to the purchase price could result in a loss on the sale of the subsidiary.

 

As a result of the sale, the operations related to the insurance agency subsidiary during the three months ended March 31, 2004 have been reclassified as discontinued operations in the unaudited consolidated financial statements and notes to the unaudited consolidated financial statements.

 

The following table presents the net assets of Team Insurance Group, Inc. as of December 31, 2004:

 

 

 

2004

 

 

 

(In thousands)

 

Cash

 

$

1,033

 

Premises and equipment, net

 

571

 

Goodwill

 

5,514

 

Intangible assets, net of accumulated amortization

 

1,039

 

Other assets

 

125

 

Accrued expenses and other liabilities

 

(1,282

)

 

 

 

 

Total net assets

 

$

7,000

 

 

Summarized results of operations of the insurance agency for the three months ended March 31, 2004 are as follows:

 

10



 

 

 

2004

 

 

 

(In thousands)

 

Insurance agency commissions

 

$

1,200

 

Other interest income

 

22

 

Total income

 

1,222

 

 

 

 

 

Salary and employee benefits

 

830

 

Occupancy and equipment

 

77

 

Professional fees

 

8

 

Marketing

 

29

 

Supplies

 

11

 

Intangible asset amortization

 

42

 

Other

 

141

 

Total expenses

 

1,138

 

 

 

 

 

Net income from discontinued operations before income taxes

 

84

 

 

 

 

 

Income tax expense

 

34

 

 

 

 

 

Net income from discontinued operations, net of tax

 

$

50

 

 

(4)   Stock Compensation and Income Per Share

 

Basic income per share excludes dilution and is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period.  Diluted income per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock.

 

We account for employee options under the intrinsic-value method prescribed by Accounting Principles Board Opinion No. 25 Accounting for Stock Issued to Employees with pro forma disclosures of net income and income per share, as if the fair value method of accounting defined in SFAS No. 123 Accounting for Stock Based Compensation had been applied.  SFAS 123 establishes a fair value based method of accounting for stock based employee compensation plans.  Under the fair value method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period.  Under SFAS No. 123, our net income and net income per share would have decreased as reflected in the following pro forma amounts.

 

11



 

 

 

Three Months Ended March 31,

 

 

 

2005

 

2004

 

 

 

(In thousands, except per share data)

 

 

 

 

 

 

 

Net income:

 

 

 

 

 

As reported

 

$

996

 

$

828

 

Compensation expense determined under fair value, net of tax

 

21

 

22

 

Pro forma

 

$

975

 

$

806

 

Basic earnings per share:

 

 

 

 

 

As reported

 

$

0.25

 

$

0.20

 

Pro forma

 

0.24

 

0.20

 

Diluted earnings per share:

 

 

 

 

 

As reported

 

$

0.24

 

$

0.20

 

Pro forma

 

0.24

 

0.19

 

 

 

 

 

 

 

Shares applicable to basic earnings per share

 

4,036,945

 

4,103,527

 

Shares applicable to diluted earnings per share

 

4,091,956

 

4,153,923

 

 

(5)  Stock Repurchase Program

 

At March 31, 2005, there were 383,230 shares of our common stock remaining to be repurchased under a stock repurchase program authorized by the Board of Directors.  There were no purchases of our stock during the quarter ended March 31, 2005.

 

(6) Dividend Declared

 

On February 22, 2005, we declared a quarterly cash dividend of $0.08 per share to all shareholders of record on March 31, 2005, payable April 20, 2005.

 

(7) Investment Securities

 

The following tables summarize the amortized cost, gross unrealized gains and losses, and fair value of investment securities at March 31, 2005 and December 31, 2004.

 

12



 

 

 

March 31, 2005

 

 

 

 

 

Gross

 

Gross

 

 

 

 

 

Amortized

 

Unrealized

 

Unrealized

 

Fair

 

 

 

Cost

 

Gains

 

(Losses)

 

Value

 

 

 

(In thousands)

 

Debt securities:

 

 

 

 

 

 

 

 

 

U.S. Agency securities

 

$

57,848

 

$

105

 

$

(1,023

)

$

56,930

 

Mortgage-backed securities

 

93,731

 

604

 

(1,547

)

92,788

 

Non-taxable Municipal securities

 

30,236

 

679

 

(123

)

30,792

 

Taxable Municipal securities

 

971

 

52

 

 

1,023

 

Other debt securities

 

6,056

 

78

 

(37

)

6,097

 

Total debt securities

 

188,842

 

1,518

 

(2,730

)

187,630

 

Equity securities

 

8,542

 

40

 

(8

)

8,574

 

Total available for sale securities

 

$

197,384

 

$

1,558

 

$

(2,738

)

$

196,204

 

 

 

 

December 31, 2004

 

 

 

 

 

Gross

 

Gross

 

 

 

 

 

Amortized

 

Unrealized

 

Unrealized

 

Fair

 

 

 

Cost

 

Gains

 

(Losses)

 

Value

 

 

 

(In thousands)

 

Debt securities:

 

 

 

 

 

 

 

 

 

U.S. Agency securities

 

$

56,401

 

$

270

 

$

(472

)

$

56,199

 

Mortgage-backed securities

 

88,039

 

1,062

 

(435

)

88,666

 

Non-taxable Municipal securities

 

30,442

 

863

 

(73

)

31,232

 

Taxable Municipal securities

 

971

 

73

 

 

1,044

 

Other debt securities

 

6,057

 

139

 

 

6,196

 

Total debt securities

 

181,910

 

2,407

 

(980

)

183,337

 

Equity securities

 

8,459

 

53

 

(7

)

8,505

 

Total available for sale securities

 

$

190,369

 

$

2,460

 

$

(987

)

$

191,842

 

 

Management does not believe that any of the securities with unrealized losses at March 31, 2005 are other than temporarily impaired due to changes in market rate from the date of purchase to March 31, 2005.

 

 (8)  Commitments and Contingencies

 

Commitments to extend credit to our customers with unused approved lines of credit were approximately $78,198,000 at March 31, 2005.  Additionally, the contractual amount of standby letters of credit at March 31, 2005 was approximately $4,775,000.  These commitments involve credit risk in excess of the amount stated in the consolidated balance sheet.  Exposure to credit loss in the event of nonperformance by the customer is represented by the contractual amount of those instruments.

 

13



 

Item 2:             MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

OF OPERATIONS

 

OVERVIEW

 

Team Financial, Inc. is a financial holding company incorporated in the State of Kansas.  Our common stock is listed on the Nasdaq National Market (“NASDAQ”) under the symbol “TFIN”.

 

We offer full service community banking and financial services through 18 locations in Kansas, Missouri, Nebraska and Colorado through our wholly owned banking subsidiaries, TeamBank, N.A and Colorado National Bank. Our presence in Kansas consists of seven locations in the Kansas City metropolitan area and three locations in southeast Kansas. We operate two locations in western Missouri, three in the metropolitan area of Omaha, Nebraska, and three in the Colorado Springs, Colorado metropolitan area.

 

Our results of operations depend primarily on net interest income, which is the difference between interest income from interest-earning assets and interest expense on interest-bearing liabilities.  Our operations are also affected by non-interest income, such as service charges, loan fees, and gains and losses from the sales of mortgage loans.  Our principal operating expenses, aside from interest expense, consist of compensation and employee benefits, occupancy costs, data processing expense and provisions for loan losses.

 

On February 25, 2005, we completed the sale of Team Insurance Group, Inc., our insurance agency subsidiary.  Team Insurance Group, Inc., based in Tulsa, Oklahoma, operated as a subsidiary of TeamBank, N.A. since December of 2002 and offered employee benefit insurance and property and casualty insurance to businesses and individuals.  We sold all the issued and outstanding shares of the insurance agency subsidiary to an unaffiliated third party for total cash consideration of $7,000,000, plus or minus any adjustments to the closing balance sheet to reflect the difference between the total equity of Team Insurance Group, Inc. as of December 31, 2004 and the purchase price.  Our investment in Team Insurance Group, Inc. as of December 31, 2004 and February 25, 2005 was approximately $7,000,000.  There was no gain or loss recorded on the sale of the subsidiary during the three-month period ended March 31, 2005.  The sale was effective December 31, 2004, and therefore, the new owners assumed the operating activities of the insurance subsidiary during 2005.  The buyer asserted on May 9, 2005, balance sheet adjustments of $283,000, which are being reviewed by management.  Additionally, the buyer has until August 25, 2006 to contest representations and warranties.  Any adjustments to the purchase price could result in a loss on the sale of the subsidiary.

 

As a result of the sale, the operations related to the insurance agency subsidiary during the three months ended March 31, 2004 have been reclassified as discontinued operations.  Summarized results of operations of the insurance agency for the three months ended March 31, 2004 are as follows:

 

14



 

 

 

2004

 

 

 

(In thousands)

 

Insurance agency commissions

 

$

1,200

 

Other interest income

 

22

 

Total income

 

1,222

 

 

 

 

 

Salary and employee benefits

 

830

 

Occupancy and equipment

 

77

 

Professional fees

 

8

 

Marketing

 

29

 

Supplies

 

11

 

Intangible asset amortization

 

42

 

Other

 

141

 

Total expenses

 

1,138

 

 

 

 

 

Net income from discontinued operations before income taxes

 

84

 

 

 

 

 

Income tax expense

 

34

 

 

 

 

 

 

Net income from discontinued operations, net of tax

 

$

50

 

 

FINANCIAL CONDITION

 

Total assets at March 31, 2005, were $652.5 million compared to $664.1 million at December 31, 2004, a decrease of $11.6 million.  This decrease was primarily a result of a decrease in cash and cash equivalents of  $17.6 million.  Cash and cash equivalents were used to fund the loans receivable increase of $9.9 million to $388.7 million at March 31, 2005, from $378.8 million at December 31, 2004.  Total deposits decreased $7.1 million to $460.9 million at March 31, 2005 compared to $468.0 million at December 31, 2004, contributing to the decrease in cash and cash equivalents.

 

Investment Securities

 

Total investment securities were $196.2 million at March 31, 2005 compared to $191.8 million at December 31, 2004, an increase of $4.4 million, or 2.3%.  This increase was due to investing excess cash in the securities markets, which offset a decrease in the market value of the investment portfolio due to decreased market rates.

 

Loans Receivable

 

Loans receivable increased $9.9 million, or 2.6%, to $388.7 million at March 31, 2005, compared to $378.8 million at December 31, 2004, primarily due to growth in the construction and land development loans, which increased $7.6 million , or 15.4%, to $57.0 million at March 31, 2005, compared to $49.4 million at December 31, 2004.

 

The following table presents the composition of the loan portfolio by type of loan at the dates indicated.

 

15



 

 

 

 

March 31, 2005

 

December 31, 2004

 

 

 

Principal

 

Percent of

 

Principal

 

Percent of

 

 

 

Balance

 

Total

 

Balance

 

Total

 

 

 

(Dollars in thousands)

 

Loans secured by real estate:

 

 

 

 

 

 

 

 

 

One-to-four family

 

$

89,410

 

23.0

%

$

87,633

 

23.1

%

Construction and land development

 

56,964

 

14.7

 

49,388

 

13.0

 

Commercial

 

118,530

 

30.4

 

122,007

 

32.2

 

Other

 

24,049

 

6.2

 

17,781

 

4.7

 

Commerical

 

67,391

 

17.3

 

67,970

 

18.0

 

Agricultural

 

13,920

 

3.6

 

14,919

 

3.9

 

Installment loans

 

13,529

 

3.5

 

13,691

 

3.6

 

Other

 

5,684

 

1.5

 

6,172

 

1.7

 

Gross loans

 

389,477

 

100.2

 

379,561

 

100.2

 

Less unearned fees

 

(766

)

(0.2

)

(790

)

(0.2

)

Total loans receivable

 

$

388,711

 

100.0

%

$

378,771

 

100.0

%

 

Included in one-to-four family real estate loans were loans held for sale of approximately $2.8 million at March 31, 2005 and $3.1 million at December 31, 2004.

 

Non-performing Assets

 

Non-performing assets consist of loans 90 days or more delinquent and still accruing interest, non-accrual loans, restructured loans and assets acquired through foreclosure.  Loans are generally placed on non-accrual status when principal or interest is 90 days or more past due, unless the loans are well-secured and in the process of collection.  Loans may be placed on non-accrual status earlier when, in the opinion of management, reasonable doubt exists as to the full, timely collection of interest or principal.

 

The following table summarizes our non-performing assets:

 

 

 

March 31, 2005

 

December 31, 2004

 

 

 

(Dollars in thousands)

 

Non-accrual loans

 

$

2,005

 

$

1,281

 

Loans 90 days past due and still accruing

 

619

 

420

 

Restructured loans

 

1,035

 

1,053

 

Non-performing loans

 

3,659

 

2,754

 

Other real estate owned

 

688

 

408

 

Total non-performing assets

 

$

4,347

 

$

3,162

 

Non-performing loans as a percentage of total loans

 

0.94

%

0.73

%

Non-performing assets as a percentage of total assets

 

0.67

%

0.48

%

 

Non-performing assets totaled $4.3 million at March 31, 2005, compared to $3.2 million at December 31, 2004, representing an increase of approximately $1.1 million, or 34.4%.   The increase in non-performing assets was primarily a result of an increase in non-accrual loans.

 

Non-performing loans were approximately $3.7 million at March 31, 2005 and $2.8 million at December 31, 2004.  Included in non-performing loans at March 31, 2005 were several small non-accrual loans.  The largest three loans included in non-accrual at March 31, 2005 were $315,000 for a commercial building, $278,000 to an automotive

 

16



 

mechanic shop and $230,000 for a single-family dwelling.    The largest loan included in non-accrual at December 31, 2004 was approximately $234,000 for a single-family dwelling.  Restructured loans at March 31, 2005 and December 31, 2004 included several relationships; the largest was an agricultural loan restructured through Farmer Home Administration of approximately $500,000.

 

Other real estate owned at March 31, 2005 consisted of seven properties.  The properties consisted of four commercial buildings totaling $205,000, and three one-to-four family properties totaling $483,000.  The properties are all located within our market areas.  Management is working to sell the real estate as soon as practical.

 

The loan portfolio is continuously monitored for possible non-performing assets as information becomes available.  The magnitude of any increase in non-performing loans is not determinable.

 

Allowance for loan losses

 

Management maintains its allowance for loan losses based on industry standards, historical experience, an evaluation of economic conditions and information regarding the collectibility of specific loans.  We regularly review delinquencies and loan portfolio quality.  The evaluation of the allowance for loan losses is based on various estimates and assumptions.  Actual losses may differ due to changing conditions or information that is currently not available.

 

The following table summarizes our allowance for loan losses:

 

 

 

Three Months Ended March 31

 

 

 

2005

 

2004

 

 

 

(Dollars In thousands)

 

Allowance at beginning of period

 

$

4,898

 

$

4,506

 

Provision for loan losses

 

145

 

250

 

Loans charged off

 

(196

)

(134

)

Recoveries

 

181

 

76

 

Allowance at end of period

 

$

5,028

 

$

4,698

 

 

 

 

 

 

 

Annualized net charge-offs as a percent of total loans

 

0.02

%

0.06

%

Allowance as a percent of total loans

 

1.29

%

1.31

%

Allowance as a pecent of non-performing loans

 

137.41

%

64.91

%

 

The allowance for loan losses was 1.29% at March 31, 2005 and December 31, 2004 compared to 1.31% of total loans at March 31, 2004.

 

The allowance for loan losses as a percent of non-performing loans was 137.41% at March 31, 2005, compared to 177.85% at December 31, 2004 and 64.91% at March 31, 2004.  The allowance for loan losses as a percent of non-performing loans of 137.41% at March 31, 2005 increased from 64.91% at March 31, 2004 due to the inclusion of two large loans in non-performing loans at March 31, 2004 that were resolved during 2004.  Approximately $2.0 million was received as payoff on a residential property development loan and a loan for a single-family dwelling for approximately $1 million was foreclosed and the related property sold during 2004.

 

Deposits

 

Total deposits decreased approximately $7.1 million to $460.9 million at March 31, 2005 from $468.0 million at December 31, 2004. This decrease was a result of a decrease in checking deposits of approximately $17.8 million offset by an increase in certificates of deposits of approximately $8.6 million.  The decrease in checking deposits is due to a decrease in public funds.

 

17



 

Regulatory Capital

 

We are subject to regulatory capital requirements administered by the Federal Reserve, the Federal Deposit Insurance Corporation and the Comptroller of the Currency.  Failure to meet the regulatory capital guidelines may result in the initiation by the Federal Reserve of appropriate supervisory or enforcement actions.  As of March 31, 2005 and December 31, 2004, we met all capital adequacy requirements to which we are subject.  Our ratios at March 31, 2005, were as follows:

 

Ratio

 

Actual

 

Minimum Required

 

Total capital to risk weighted assets

 

13.20

%

8.00

%

Core capital to risk weighted assets

 

12.08

%

4.00

%

Core capital to average assets

 

8.41

%

4.00

%

 

Liquidity

 

We continuously forecast and manage our liquidity in order to satisfy cash flow requirements of depositors and borrowers and allow us to meet our own cash flow needs.  We have developed internal and external sources of liquidity to meet our continued growth needs.  These include, but are not limited to, the ability to raise deposits through branch promotional campaigns, purchase brokered certificates of deposits, maturity of overnight funds, short term investment securities classified as available-for-sale and draws on credit facilities established through the Federal Home Loan Bank of Topeka.

 

Our most liquid assets are cash and cash equivalents and investment securities available-for-sale.  The levels of these assets are dependent on our operating, financing, lending, and investing activities during any given period.  At March 31, 2005, these assets, approximating $213.3 million, consist of investment securities available-for-sale of $196.2 million.  Approximately $162.5 million of these investment securities were pledged as collateral for borrowings, repurchase agreements and for public funds on deposit at March 31, 2005.

 

At March 31, 2005, there was approximately $48.4 million borrowing capacity remaining under agreements with Federal Home Loan Bank of Topeka.

 

RESULTS OF OPERATIONS

 

Net Interest Income

 

Net interest income from continuing operations before provision for loan losses for the three months ended March 31, 2005 totaled $5.0 million compared to $4.7 million for the same period in 2004.

 

Net interest margin from continuing operations, adjusted for the tax effect of tax exempt securities, as a percent of average earning assets from continuing operations was 3.59% for the three months ended March 31, 2005, compared to 3.43% during the three months ended March 31, 2004.  The average rate of interest earning assets from continuing operations for the quarter ended March 31, 2005 increased 28 basis points to 5.90% from 5.62% for the quarter ended March 31, 2004.  Offsetting the increase in the rate of interest earning assets was an increase in the average cost of interest bearing liabilities of 15 basis points to 2.57% during the three months ended March 31, 2005 from 2.42% during the three months ended March 31, 2004.

 

Interest earning assets of continuing operations

 

The average rate on interest earning assets was 5.90% for the three months ended March 31, 2005, representing an increase of 28 basis points from 5.62% for the same three months in 2004.  Interest earning assets are comprised of

 

18



 

loans receivable, investment securities, interest-bearing deposits and investment in a non-consolidated wholly owned subsidiary that was formed for the purpose of issuing Trust Preferred Securities.

 

The average rate on loans receivable increased 11 basis points to 6.58% for the three months ended March 31, 2005, compared to 6.47% for the three months ended March 31, 2004.  Additionally, loans receivables average balance increased approximately $35.1 million during the three months ended March 31, 2005 compared to the same three months in 2004 contributing to the increase in interest income from loans receivable of $661,000, or 11.9%.

 

The average rate on investment securities adjusted for the tax effect of tax exempt securities increased to 4.78% for the three months ended March 31, 2005, compared to 4.47% for the three months ended March 31, 2004.  This increase in the yield was offset by a decrease in average balance of $23.8 million during the quarter ended March 31, 2005 to $195.4 million compared to average balance during the quarter ended March 31, 2004 of $219.2 million.

 

Interest bearing liabilities of continuing operations

 

The average rate paid on interest-bearing liabilities increased 15 basis points to 2.57% for the three months ended March 31, 2005, compared to 2.42% for the same three months in 2004.  Interest bearing liabilities are comprised of savings and interest bearing checking deposits, time deposits, federal funds purchased and securities sold under agreements to repurchase, Federal Home Loan Bank Advances and other borrowings, and on our subordinated debentures held by our subsidiary trust which issued the 9.50% Trust Preferred Securities.

 

The average rate paid on interest-bearing savings and interest-bearing checking deposits increased 24 basis points to 0.90% for the three months March 31, 2005, compared to .66% for the three months ended March 31, 2004.  The average rate paid on time deposits increased 31 basis points to 2.64% during the first quarter of 2005 compared to 2.33% during the first quarter of 2004.

 

The effective interest rate on the subordinated debentures was 9.83% for the three months ended March 31, 2005 and 2004.  The difference between the contractual interest rate of 9.50% and the effective interest rate is the amortization of debt issuance costs, which are being amortized over a 30-year period ending August 10, 2031.

 

Balance sheet management strategy

 

We initiated a long-term balance sheet management strategy starting in the fourth quarter of 2001 to increase the asset sensitivity of our balance sheet with the expectation of benefiting from increases in interest rates and to borrow long-term borrowings during the period of historically low interest rates.

 

Under this strategy we borrowed $88.0 million in FHLB advances and purchased short-term mortgage backed investment securities.   The Federal Home Loan Bank borrowings, which carry an average rate of 4.02% as of March 31, 2005, consisted of $70.0 million in 10 year fixed rate advances convertible to floating rate advances if LIBOR increases to a range of 6.0% to 7.50% within the 10 years, $10.0 million in 5 year fixed rate advances convertible to floating rate advances if LIBOR increases to 7.50% within the 5 years, $5.0 million in 10 year floating rate advances and $3.0 million in fixed rate advances.

 

A decreasing interest rate environment may cause an unfavorable impact on our net interest income and net interest margin and an increasing interest rate environment may increase net interest income over the remaining borrowing period, but the magnitude of this impact cannot be estimated.

 

19



 

The following tables present certain information relating to net interest income from continuing operations for the three months ended March 31, 2005 and 2004.  The average rates are derived by dividing annualized interest income or expense by the average balance of assets and liabilities, respectively, for the periods shown.

 

 

 

Three Months Ended March 31, 2005

 

Three Months Ended March 31, 2004

 

 

 

Average

 

 

 

Average

 

Average

 

 

 

Average

 

 

 

Balance

 

Interest

 

Rate

 

Balance

 

Interest

 

Rate

 

 

 

(Dollars in thousands)

 

Interest earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans receivable, net (1) (2) (3)

 

$

384,169

 

$

6,230

 

6.58

%

$

349,056

 

$

5,569

 

6.47

%

Investment securities-taxable

 

165,044

 

1,810

 

4.45

%

189,764

 

1,902

 

4.07

%

Investment securities-nontaxable (4)

 

30,354

 

494

 

6.61

%

29,460

 

515

 

7.09

%

Interest-bearing deposits

 

11,523

 

65

 

2.29

%

10,315

 

26

 

1.02

%

Other assets

 

480

 

11

 

9.29

%

480

 

11

 

9.29

%

Total interest earning assets

 

$

591,570

 

$

8,610

 

5.90

%

$

579,075

 

$

8,023

 

5.62

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Savings deposits and interest bearing checking

 

$

189,400

 

$

418

 

0.90

%

$

185,981

 

$

303

 

0.66

%

Time deposits

 

207,188

 

1,347

 

2.64

%

201,826

 

1,160

 

2.33

%

Federal funds purchased and securities sold under agreements to repurchase

 

4,632

 

23

 

2.01

%

6,478

 

12

 

0.75

%

Federal Home Loan Bank advances and other borrowings

 

115,352

 

1,196

 

4.21

%

114,763

 

1,267

 

4.48

%

Subordinated debentures

 

16,005

 

388

 

9.83

%

16,005

 

388

 

9.83

%

Total interest bearing liabilities

 

$

532,577

 

$

3,372

 

2.57

%

$

525,053

 

$

3,130

 

2.42

%

Net interest income (tax equivalent)

 

 

 

$

5,238

 

 

 

 

 

$

4,893

 

 

 

Interest rate spread

 

 

 

 

 

3.33

%

 

 

 

 

3.20

%

Net interest earning assets

 

$

58,993

 

 

 

 

 

$

54,022

 

 

 

 

 

Net interest margin (4)

 

 

 

 

 

3.59

%

 

 

 

 

3.43

%

Ratio of average interest bearing liabilities to average interest earning assets

 

90.03

%

 

 

 

 

90.67

%

 

 

 

 

 


(1)          Loans are net of deferred loan fees.

(2)          Non-accruing loans are included in the computation of average balances.

(3)          Loan fees are included in interest income.  These fees for the three months ended March 31, 2005 and 2004 were $300,000 and $252,000, respectively.

(4)          Yield is adjusted for the tax effect of tax exempt securities.  The tax effects for the three months ended March 31, 2005 and 2004 were $204,000 and $217,000, respectively.

 

20



 

The following table presents the components of changes in net interest income, on a tax equivalent basis, attributed to volume and rate.  Changes in interest income or interest expense attributable to volume changes are calculated by multiplying the change in volume by the average interest rate during the prior year’s first quarter.  The changes in interest income or interest expense attributable to change in interest rates are calculated by multiplying the change in interest rate by the average volume during the prior year’s first quarter.  The changes in interest income or interest expense attributable to the combined impact of changes in volume and changes in interest rates are calculated by multiplying the change in rate by the change in volume.

 

 

 

Three Months Ended March 31, 2005

 

 

 

Compared to

 

 

 

Three months Ended March 31, 2004

 

 

 

Increase (Decrease) Due To:

 

 

 

Volume

 

Rate

 

Net

 

 

 

(dollars in thousands)

 

Interest income:

 

 

 

 

 

 

 

Loans receivable, net (1) (2) (3)

 

$

560

 

$

101

 

$

661

 

Investment securities-taxable

 

(248

)

156

 

(92

)

Investment securities-nontaxable (4)

 

16

 

(37

)

(21

)

Interest-bearing deposits

 

3

 

36

 

39

 

Other assets

 

 

 

 

Total interest income

 

331

 

256

 

587

 

Interest expense:

 

 

 

 

 

 

 

Savings deposits and interest bearing checking

 

6

 

109

 

115

 

Time deposits

 

31

 

156

 

187

 

Federal funds purchased and securities sold under agreements to repurchase

 

(3

)

14

 

11

 

Federal Home Loan Bank advances and other borrowings

 

7

 

(78

)

(71

)

Subordinated debentures

 

 

 

 

Total interest expense

 

41

 

201

 

242

 

Net change in net interest income

 

$

290

 

$

55

 

$

345

 

 


(1)          Loans are net of deferred loan fees.

(2)          Non-accruing loans are included in the computation of average balances.

(3)          Loan fees are included in interest income.  These fees for the three months ended March 31, 2005 and 2004 were $300,000 and $252,000, respectively.

(4)          Yield is adjusted for the tax effect of tax exempt securities.  The tax effects for the three months ended March 31, 2005 and 2004 were $204,000 and $217,000, respectively.

 

21



 

Provision for Loan Losses

 

A provision for losses on loans is charged to earnings to bring the total allowance for loan losses to a level considered appropriate by management based on historical loss experience, the volume and type of lending conducted, the status of past due principal and interest payments, general economic conditions, particularly as such conditions relate to our market areas, and other factors related to the collectibility of our loan portfolio.  After considering the above factors, management recorded a provision for loan losses on loans totaling $145,000 for the three months ended March 31, 2005, and $250,000 for the three months ended March 31, 2004.  The decrease in the provision was a result of improved credit quality during the quarter ended March 31, 2005 compared to the same quarter of 2004.

 

Non-Interest Income from Continuing Operations

 

The following table summarizes non-interest income from continuing operations for the three months ended March 31, 2005 and 2004:

 

 

 

Three Months Ended March 31,

 

 

 

2005

 

2004

 

 

 

(In thousands)

 

Service charges

 

$

904

 

$

830

 

Trust fees

 

187

 

151

 

Brokerage service revenue

 

59

 

110

 

Gain on sales of mortgage loans

 

215

 

343

 

Gain on sales of investment securities

 

 

6

 

Mortgage servicing fees

 

64

 

77

 

Merchant processing fees

 

11

 

49

 

ATM and debit card fees

 

97

 

79

 

Bank owned life insurance income

 

208

 

215

 

Other

 

90

 

100

 

Total other income

 

$

1,835

 

$

1,960

 

 

Non-interest income from continuing operations for the three months ended March 31, 2005, was $1.8 million, a decrease of $200,000, or 10.0%, from $2.0 million for the three months ended March 31, 2004.  This decrease was primarily due to a $128,000, or 37.3% decrease in gain on sales of mortgage loans to $215,000 for the three months ended March 31, 2005 compared to $343,000 for the three months ended March 31, 2004.  The decrease in gain on sale of mortgage loans was the result of the decrease in the volume of loans originated and sold.

 

Non-Interest Expense from Continuing Operations

 

The following table presents non-interest expense from continuing operations for the three months ended March 31, 2005 and 2004:

 

22



 

 

 

Three months ended March 31,

 

 

 

2005

 

2004

 

 

 

(In thousands)

 

Salaries and employee benefits

 

$

2,617

 

$

2,672

 

Occupancy and equipment

 

672

 

663

 

Data processing

 

689

 

612

 

Professional fees

 

335

 

279

 

Marketing

 

61

 

60

 

Supplies

 

79

 

89

 

Intangible asset amortization

 

156

 

208

 

Other

 

822

 

867

 

Total other expenses

 

$

5,431

 

$

5,450

 

 

Non-interest expense from continuing operations approximated $5.4 million for the three months ended March 31, 2005 and the three months ended March 31, 2004.  See “Discontinued Operations” above for a description of non-interest expense from discontinued operations incurred during the three months ended March 31, 2004.

 

Income Tax Expense from Continuing Operations

 

Income tax expense from continuing operations was $297,000 for the three months ended March 31, 2005, an increase of $139,000 compared to an income tax expense of $158,000 for the three months ended March 31, 2004.  The effective tax rate for the three months ended March 31, 2005, was 23.0%, compared to 16.9% for the three months ended March 31, 2004.  The effective tax rate is less than the statutory federal rate of 34.0% due primarily to municipal interest income and income from the investment in bank owned life insurance.  The increase in the effective tax rate was due to the increase in the taxable income during the quarter ended March 31, 2005 compared to taxable income during the quarter ended March 31, 2004.

 

23



 

Item 3:             QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Asset and Liability Management

 

Asset and liability management refers to management’s efforts to minimize fluctuations in net interest income caused by interest rate changes.  This is accomplished by managing the repricing of interest rate sensitive interest-bearing assets and interest-bearing liabilities.  Controlling the maturity of repricing of an institution’s liabilities and assets in order to minimize interest rate risk is commonly referred to as gap management.

 

The following table indicates that at March 31, 2005, if there had been a sudden and sustained increase in prevailing market interest rates, our 2005 interest income would be expected to increase, while a decrease in rates would indicate a decrease in interest income.

 

 

 

Net interest

 

(Decrease)

 

 

 

Change in interest rates

 

income

 

increase

 

% change

 

 

 

(Dollar in thousands)

 

200 basis point rise

 

$

23,537

 

$

1,585

 

7.22

%

100 basis point rise

 

22,745

 

793

 

3.61

%

Base rate scenario

 

21,952

 

 

 

100 basis point decline

 

20,194

 

(1,758

)

(8.01

)%

200 basis point decline

 

17,593

 

(4,359

)

(19.86

)%

 

Item 4:                          CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

As of March 31, 2005, management, including the Chief Executive Officer and Chief Financial Officer, performed an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(e) and Rule 15d-15(e) of the Securities Exchange Act of 1934. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective in recording, processing, summarizing and reporting information required to be disclosed within the time periods specified in the Securities Exchange Commission’s rules and forms.

 

Change in Internal Controls

 

No changes in our internal controls over financial reporting have occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

 

24



 

PART II                           OTHER INFORMATION

 

Item 1.             LEGAL PROCEEDINGS

 

We are from time to time involved in routine litigation incidental to the conduct of our business.  We believe that no pending litigation to which we are a party will have a material adverse effect on our liquidity, financial condition, or results of operations.

 

Item 2.  UNRGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

(c)  The following table summarizes information about the shares of common stock we repurchased during the first quarter of 2005.

 

 

 

 

 

 

 

Total Number of

 

 

 

 

 

 

 

 

 

Shares Purchased

 

 

 

 

 

 

 

 

 

as Part of

 

Maximum Number

 

 

 

Total Number

 

 

 

Publicly

 

of Shares That

 

 

 

of Shares

 

Average Price

 

Announced

 

May Yet Be purchased

 

Period

 

Purchased

 

Paid per Share

 

Program

 

Under The Program

 

 

 

 

 

 

 

 

 

 

 

January 1- January 31

 

 

$

 

 

383,230

 

February 1-February 29

 

 

$

 

 

383,230

 

March 1 - March 31

 

 

$

 

 

383,230

 

Total

 

 

$

 

 

 

 

 

The Board of Directors approved a stock repurchase program, announced October 14, 2004, authorizing the repurchase of up to 400,000 shares of our common stock.  The stock repurchase program does not have an expiration date.

 

Item 6.             EXHIBITS

 

Exhibit
Number

 

Description

3.1

 

Restated and Amended Articles of Incorporation of Team Financial, Inc. (1)

 

 

 

3.2

 

Amended Bylaws of Team Financial, Inc. (1)

 

 

 

4.1

 

Form of Indenture. (5)

 

 

 

4.2

 

Form of Subordinated Debenture (included as Exhibit A to Exhibit 4.1). (5)

 

 

 

4.3

 

Certificate of Trust. (5)

 

 

 

4.4

 

Trust Agreement. (5)

 

 

 

4.5

 

Form of Amended and Restated Trust Agreement. (5)

 

 

 

4.6

 

Form of Preferred Securities Certificate (included as Exhibit D to Exhibit 4.5). (5)

 

 

 

4.7

 

Form of Preferred Securities Guarantee Agreement. (5)

 

 

 

4.8

 

Form of Agreement as to Expenses and Liabilities (included as Exhibit C to Exhibit 4.5). (5)

 

 

 

10.1

 

Employment Agreement between Team Financial, Inc. and Robert J. Weatherbie dated December 28, 2004. (9)

 

25



 

10.2

 

Employment Agreement between Team Financial, Inc. and Michael L. Gibson dated January 13, 2005. (9)

 

 

 

10.3

 

Employment Agreement between Team Financial, Inc. and Rick P. Bartley dated January 1, 2001. (5)

 

 

 

10.5

 

Data Processing Services Agreement between Team Financial, Inc. and Metavante Corporation dated March 1, 2001. (5)

 

 

 

10.6

 

401K Plan of Team Financial, Inc. 401(k) Trust, effective January 1, 1999 and administered by Nationwide Life Insurance Company. (1)

 

 

 

10.7-10.10

 

Exhibit numbers intentionally not used.

 

 

 

10.11

 

Team Financial, Inc. Employee Stock Ownership Plan Summary. (1)

 

 

 

10.12

 

Team Financial, Inc. 1999 Stock Incentive Plan. (1)

 

 

 

10.13

 

Rights Agreement between Team Financial, Inc. and American Securities Transfer & Trust, Inc. dated June 3, 1999. (1)

 

 

 

10.14

 

Team Financial, Inc. – Employee Stock Purchase Plan. (1)

 

 

 

10.15

 

Revolving Credit Agreement between Team Financial, Inc. and US Bank dated March 18, 2004. (7)

 

 

 

10.16

 

Acquisition Agreement and Plan of Merger by and among Team Financial, Inc., Team Financial, Inc. Acquisition Subsidiary II and Post Bancorp, Inc. date April 30, 2001 and amendment dated July 25, 2001 (1)

 

 

 

10.17

 

Acquisition Agreement and Plan of Merger dated December 18, 2002 among Team Financial, Inc. and The Quarles Agency, Inc. (2)

 

 

 

10.18

 

Deferred Compensation Agreement between TeamBank, N.A. and Robert J. Weatherbie dated February 1, 2002. (3)

 

 

 

10.19

 

Salary Continuation Agreement between TeamBank, N.A. and Robert J. Weatherbie dated July 1, 2001. (3)

 

 

 

10.20

 

Split Dollar Agreement between TeamBank, N.A. and Robert J. Weatherbie dated January 25, 2002. (3)

 

 

 

10.21

 

Deferred Compensation Agreement between TeamBank, N.A. and Michael L. Gibson dated February 1, 2002. (3)

 

 

 

10.22

 

Salary Continuation Agreement between TeamBank, N.A. and Michael L. Gibson dated July 1, 2001. (3)

 

 

 

10.23

 

Split Dollar Agreement between TeamBank, N.A. and Michael L. Gibson dated January 25, 2002. (3)

 

 

 

10.24

 

Deferred Compensation Agreement between TeamBank, N.A. and Carolyn S. Jacobs dated February 1, 2002. (3)

 

 

 

10.25

 

Salary Continuation Agreement between TeamBank, N.A. and Carolyn S. Jacobs dated July 1, 2001. (3)

 

 

 

10.26

 

Split Dollar Agreement between TeamBank, N.A. and Carolyn S. Jacobs dated January 25, 2002. (3)

 

 

 

10.27

 

Deferred Compensation Agreement between TeamBank, N.A. and Rick P. Bartley dated February 1, 2002. (3)

 

 

 

10.28

 

Salary Continuation Agreement between TeamBank, N.A. and Rick P. Bartley dated July 1, 2001. (3)

 

 

 

10.29

 

Employment Agreement between TeamBank N.A. and Carolyn S. Jacobs dated January 13, 2005. (9)

 

 

 

10.30

 

Stock Purchase Agreement dated February 7, 2005 between TeamBank N.A. and International

 

26



 

 

 

Insurance Brokers, Ltd. L.L.C. (8)

 

 

 

11.1

 

Statement regarding Computation of per share earnings – see consolidated financial statements. (9)

 

 

 

31.1

 

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (9)

 

 

 

31.2

 

Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (9)

 

 

 

32.1

 

Certification of Chief Executive Officer Pursuant to 18 U.S.C. §1350. (9)

 

 

 

32.2

 

Certification of Chief Financial Officer Pursuant to 18 U.S.C. §1350. (9)

 


(1)           Filed with Registration Statement on Form S-1 dated August 6, 2001, as amended, (Registration Statement No. 333-76163) and incorporated herein by reference.

(2)           Filed with the amended Form 8-K dated December 18, 2002 and incorporated herein by reference.

(3)           Filed with the annual report on Form 10-K for December 31, 2002, and incorporated herein by reference.

(4)           Filed with the quarterly report on form 10-Q for the period ended September 30, 2000 and incorporated herein by reference.

(5)           Filed with Registration Statement on Form S-1 dated July 12, 2001, as amended, (Registration Statement No. 333-64934) and incorporated herein by reference.

(6)           Filed with the annual report on Form 10-K for the year ended December 31, 2003, and incorporated herein by reference.

(7)           Filed with the quarterly report on Form 10-Q for the period ended March 31, 2004, and incorporated herein by reference.

(8)           Filed with the annual report on Form 10-K for the year ended December 31, 2004, and incorporated herein by reference.

(9)           Filed herewith.

 

27



 

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.

 

 

Date:

May 13, 2005

By:

/s/ Robert J. Weatherbie

 

 

 

Robert J. Weatherbie

 

 

Chairman and

 

 

Chief Executive Officer

 

 

 

 

 

 

Date:

May 13, 2005

By:

/s/ Michael L. Gibson

 

 

 

Michael L. Gibson

 

 

President of Investments and

 

 

Chief Financial Officer

 

28



 

Exhibit Index

 

Exhibit
Number

 

Description

3.1

 

Restated and Amended Articles of Incorporation of Team Financial, Inc. (1)

 

 

 

3.2

 

Amended Bylaws of Team Financial, Inc. (1)

 

 

 

4.1

 

Form of Indenture. (5)

 

 

 

4.2

 

Form of Subordinated Debenture (included as Exhibit A to Exhibit 4.1). (5)

 

 

 

4.3

 

Certificate of Trust. (5)

 

 

 

4.4

 

Trust Agreement. (5)

 

 

 

4.5

 

Form of Amended and Restated Trust Agreement. (5)

 

 

 

4.6

 

Form of Preferred Securities Certificate (included as Exhibit D to Exhibit 4.5). (5)

 

 

 

4.7

 

Form of Preferred Securities Guarantee Agreement. (5)

 

 

 

4.8

 

Form of Agreement as to Expenses and Liabilities (included as Exhibit C to Exhibit 4.5). (5)

 

 

 

10.1

 

Employment Agreement between Team Financial, Inc. and Robert J. Weatherbie dated December 28, 2004. (9)

 

 

 

10.2

 

Employment Agreement between Team Financial, Inc. and Michael L. Gibson dated January 13, 2005. (9)

 

 

 

10.3

 

Employment Agreement between Team Financial, Inc. and Rick P. Bartley dated January 1, 2001. (5)

 

 

 

10.5

 

Data Processing Services Agreement between Team Financial, Inc. and Metavante Corporation dated March 1, 2001. (5)

 

 

 

10.6

 

401K Plan of Team Financial, Inc. 401(k) Trust, effective January 1, 1999 and administered by Nationwide Life Insurance Company. (1)

 

 

 

10.7-10.10

 

Exhibit numbers intentionally not used.

 

 

 

10.11

 

Team Financial, Inc. Employee Stock Ownership Plan Summary. (1)

 

 

 

10.12

 

Team Financial, Inc. 1999 Stock Incentive Plan. (1)

 

 

 

10.13

 

Rights Agreement between Team Financial, Inc. and American Securities Transfer & Trust, Inc. dated June 3, 1999. (1)

 

 

 

10.14

 

Team Financial, Inc. – Employee Stock Purchase Plan. (1)

 

 

 

10.15

 

Revolving Credit Agreement between Team Financial, Inc. and US Bank dated March 18, 2004. (7)

 

 

 

10.16

 

Acquisition Agreement and Plan of Merger by and among Team Financial, Inc., Team Financial, Inc. Acquisition Subsidiary II and Post Bancorp, Inc. date April 30, 2001 and amendment dated July 25, 2001 (1)

 

 

 

10.17

 

Acquisition Agreement and Plan of Merger dated December 18, 2002 among Team Financial, Inc. and The Quarles Agency, Inc. (2)

 

 

 

10.18

 

Deferred Compensation Agreement between TeamBank, N.A. and Robert J. Weatherbie dated February 1, 2002. (3)

 

 

 

10.19

 

Salary Continuation Agreement between TeamBank, N.A. and Robert J. Weatherbie dated July 1, 2001. (3)

 

 

 

10.20

 

Split Dollar Agreement between TeamBank, N.A. and Robert J. Weatherbie dated January 25,

 

29



 

 

 

2002. (3)

 

 

 

10.21

 

Deferred Compensation Agreement between TeamBank, N.A. and Michael L. Gibson dated February 1, 2002. (3)

 

 

 

10.22

 

Salary Continuation Agreement between TeamBank, N.A. and Michael L. Gibson dated July 1, 2001. (3)

 

 

 

10.23

 

Split Dollar Agreement between TeamBank, N.A. and Michael L. Gibson dated January 25, 2002. (3)

 

 

 

10.24

 

Deferred Compensation Agreement between TeamBank, N.A. and Carolyn S. Jacobs dated February 1, 2002. (3)

 

 

 

10.25

 

Salary Continuation Agreement between TeamBank, N.A. and Carolyn S. Jacobs dated July 1, 2001. (3)

 

 

 

10.26

 

Split Dollar Agreement between TeamBank, N.A. and Carolyn S. Jacobs dated January 25, 2002. (3)

 

 

 

10.27

 

Deferred Compensation Agreement between TeamBank, N.A. and Rick P. Bartley dated February 1, 2002. (3)

 

 

 

10.28

 

Salary Continuation Agreement between TeamBank, N.A. and Rick P. Bartley dated July 1, 2001. (3)

 

 

 

10.29

 

Employment Agreement between TeamBank N.A. and Carolyn S. Jacobs dated January 13, 2005. (9)

 

 

 

10.30

 

Stock Purchase Agreement dated February 7, 2005 between TeamBank N.A. and International Insurance Brokers, Ltd. L.L.C. (8)

 

 

 

11.1

 

Statement regarding Computation of per share earnings – see consolidated financial statements. (9)

 

 

 

31.1

 

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (9)

 

 

 

31.2

 

Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (9)

 

 

 

32.1

 

Certification of Chief Executive Officer Pursuant to 18 U.S.C. §1350 (9)

 

 

 

32.2

 

Certification of Chief Financial Officer Pursuant to 18 U.S.C. §1350 (9)

 


(1)        Filed with Registration Statement on Form S-1 dated August 6, 2001, as amended, (Registration Statement No. 333-76163) and incorporated herein by reference.

(2)        Filed with the amended Form 8-K dated December 18, 2002 and incorporated herein by reference.

(3)        Filed with the annual report on Form 10-K for December 31, 2002, and incorporated herein by reference.

(4)        Filed with the quarterly report on form 10-Q for the period ended September 30, 2000 and incorporated herein by reference.

(5)        Filed with Registration Statement on Form S-1 dated July 12, 2001, as amended, (Registration Statement No. 333-64934) and incorporated herein by reference.

(6)        Filed with the annual report on Form 10-K for the year ended December 31, 2003, and incorporated herein by reference.

(7)        Filed with the quarterly report on Form 10-Q for the period ended March 31, 2004, and incorporated herein by reference.

(8)        Filed with the annual report on Form 10-K for the year ended December 31, 2004, and incorporated herein by reference.

(9)        Filed herewith.

 

30