Filed by Prosperity Bancshares, Inc.

Pursuant to Rule 425 under the Securities Act of 1933

Subject Company: FVNB Corp.

Commission File No. 1-35388

 

Prosperity Bancshares, Inc.® Reports Strong Second Quarter 2013 Earnings



- Second quarter 2013 earnings per share (diluted) increased 14.1% to $0.89 compared with the second quarter 2012

- Net income increased $16.872 million or 45.6% compared with the second quarter 2012

- Acquisition of Coppermark Bancshares completed on April 1, 2013

- Announced the pending acquisition of FVNB Corp. and its wholly-owned subsidiary First Victoria National Bank headquartered in Victoria, Texas

- Nonperforming assets remain low at 0.11% of second quarter average earning assets

- Deposits increased $4.114 billion or 49.0% compared with the second quarter 2012

- Loans increased $2.222 billion or 56.3% compared with the second quarter 2012

- Organic loan growth of 3.7% (14.6% annualized) on a linked quarter basis

HOUSTON, July 24, 2013 /PRNewswire/ -- Prosperity Bancshares, Inc.® (NYSE: PB), the parent company of Prosperity Bank®, reported net income for the quarter ended June 30, 2013, of $53.844 million or $0.89 per diluted common share, an increase in net income of $16.872 million or 45.6%, compared with $36.972 million and an increase in diluted earnings per share of 14.1% compared with $0.78 per diluted common share for the same period in 2012.

"Again I am delighted to be able to announce record earnings of $53.844 million for the second quarter of 2013, as well as record earnings per diluted share of $0.89, representing a 14.1% increase over the same period last year. As you can see, our bank has experienced significant growth. In fact, our assets increased $5.533 billion, or 51.5%, when compared with the same quarter last year," said David Zalman, Prosperity's Chairman and Chief Executive Officer.

"During the past quarter, we completed our merger with Coppermark Bancshares, Inc. based in Oklahoma. The operational integration went very well and we believe the entire Coppermark team is ahead of schedule. We have thoroughly enjoyed working with the former Coppermark, now Prosperity, associates and customers in Oklahoma. You could not ask for a more professional group to work and grow with," said Zalman.

"On July 1, 2013, Prosperity announced the signing of a definitive merger agreement with FVNB Corp. and its wholly-owned subsidiary First Victoria National Bank headquartered in Victoria, Texas. I could not be more excited about joining forces with all of the professionals of First Victoria National Bank. We have always had a great deal of respect for the bank and all of the people that have contributed to its success Both of our banks do business in many of the same communities and we have knowledge of the specific needs of those communities in terms of financial products as well as community support. We believe this combination will further strengthen our already strong management and operations teams in South Texas and increase our ability to effectively compete and serve our customers," continued Zalman.

"We are also very pleased with our organic loan growth of 3.7% (14.6% annualized) on a linked quarter basis. It appears that customers are starting to invest more in their businesses by taking out more loans and using their deposits on hand to grow their business. The future for Oklahoma and Texas looks very bright with increasing populations and business moving to our states primarily because of structures that favor business and growth," added Zalman.

"Again we owe all of our success to our team of associates and board members who have helped grow the company in the right direction with all of their hard work, insight and dedication and for that I say thank you! We would also like to thank all of our customers for their business and loyalty to the bank," concluded Zalman.

Prosperity's management uses certain non−GAAP (generally accepted accounting principles) financial measures to evaluate its performance. Specifically, Prosperity reviews tangible book value per share, return on average tangible common equity and the tangible equity to tangible assets ratio. In addition, due to the application of purchase accounting, Prosperity uses certain non-GAAP measures and ratios that exclude the impact of these items to evaluate its allowance for credit losses to total loans (excluding acquired loans accounted for under ASC Topics 310-20 and 310-30). Prosperity has included in this Earnings Release information relating to these non-GAAP financial measures for the applicable periods presented. Please refer to the "Notes to Selected Financial Data" at the end of this Earnings Release for a reconciliation of these non-GAAP financial measures.

Results of operations for the three months ended June 30, 2013

For the three months ended June 30, 2013, net income was $53.844 million compared with $36.972 million for the same period in 2012. Net income per diluted common share was $0.89 for the three months ended June 30, 2013 compared with $0.78 for the same period in 2012. Annualized returns on average assets, average common equity and average tangible common equity for the three months ended June 30, 2013 were 1.33%, 9.27% and 22.32%, respectively. Prosperity's efficiency ratio (excluding credit loss provisions, net gains and losses on the sale of assets and securities and taxes) was 42.51% for the three months ended June 30, 2013.

Net interest income before provision for credit losses for the quarter ended June 30, 2013, increased 41.9% to $118.742 million compared with $83.666 million during the same period in 2012. The increase is primarily due to a 47.5% increase in average interest-earning assets for the same period. Linked quarter net interest income before provision for credit losses increased 9.9% or $10.660 million to $118.742 million compared with $108.082 million during the three months ended March 31, 2013. The net interest margin on a tax equivalent basis decreased to 3.43% for the three months ended June 30, 2013, compared with 3.55% for the same period in 2012 and increased from 3.42% for the three months ended March 31, 2013.

Noninterest income increased $11.618 million or 85.1% to $25.274 million for the three months ended June 30, 2013, compared with $13.656 million for the same period in 2012. The increase was primarily due to increases in NSF fees, ATM and debit card income and service charges, as a result of a larger customer base, and trust and mortgage income as a result of the acquisition of American State Financial Corporation ("ASB") on July 1, 2012. Through ASB, Prosperity acquired additional services and products including trust, credit cards and mortgage lending operations. On a linked quarter basis, noninterest income increased 7.8% or $1.833 million.

Noninterest expense increased $20.512 million or 50.3% to $61.300 million for the three months ended June 30, 2013, compared with $40.788 million for the same period in 2012. The increase is primarily due to additional noninterest expenses associated with the acquisition of ASB on July 1, 2012 and Coppermark Bancshares, Inc. ("Coppermark Bank") on April 1, 2013. On a linked quarter basis, noninterest expense increased 9.9% or $5.533 million primarily due to an increase in salaries and benefits as a result of the acquisition of Coppermark Bank. Additionally, total noninterest expense for the three months ended June 30, 2013 included one-time pre-tax merger expenses of $610,000 primarily related to the Coppermark Bank acquisition.

Average loans increased 56.2% or $2.200 billion to $6.115 billion for the quarter ended June 30, 2013, compared with $3.914 billion for the same period in 2012. On a linked quarter basis, average loans increased 16.2% or $850.814 million from $5.264 billion at March 31, 2013. Average deposits increased 50.3% to $12.681 billion for the quarter ended June 30, 2013, compared with $8.436 billion for the same period of 2012. On a linked quarter basis, average deposits increased 7.8% or $921.297 million from $11.760 billion at March 31, 2013.

Loans at June 30, 2013 were $6.172 billion, an increase of $2.222 billion or 56.3%, compared with $3.950 billion at June 30, 2012. On a linked quarter basis, loans increased $909.459 million or 17.3% from $5.263 billion at March 31, 2013. Deposits at June 30, 2013 were $12.509 billion, an increase of $4.114 billion or 49.0% compared with $8.395 billion at June 30, 2012. On a linked quarter basis, deposits increased $795.183 million or 6.8% from $11.713 billion at March 31, 2013.

Results of operations for the six months ended June 30, 2013

For the six months ended June 30, 2013, net income was $103.149 million compared with $73.459 million for the same period in 2012. Net income per diluted common share was $1.76 for the six months ended June 30, 2013 compared with $1.55 for the same period in 2012. Returns on average assets, average common equity and average tangible common equity, each on an annualized basis, for the six months ended June 30, 2013 were 1.33%, 9.25%, and 22.31%, respectively. Prosperity's efficiency ratio (excluding credit loss provisions, net gains and losses on the sale of assets and securities and taxes) was 42.46% for the six months ended June 30, 2013.

Net interest income before provision for credit losses for the six months ended June 30, 2013 increased $61.312 million or 37.0% to $226.824 million compared with $165.512 million during the same period in 2012. The increase was attributable primarily to a 45.2% increase in average earning assets over the same period.

Noninterest income increased $21.114 million or 76.5% to $48.715 million for the six months ended June 30, 2013 compared with $27.601 million for the same period in 2012. The increase was primarily due to the additional services and products acquired through the acquisition of ASB on July 1, 2012.

Noninterest expense increased $35.820 million or 44.1% to $117.067 million for the six months ended June 30, 2013 compared with $81.247 million for the same period in 2012. This increase was primarily attributable to the increase in salaries and benefits as a result of the completion of five acquisitions over the past year. Additionally, total noninterest expense for the six months ended June 30, 2013 included one-time pre-tax merger expenses of $862,000.

Average loans increased 47.2% or $1.825 billion to $5.692 billion for the six months ended June 30, 2013, compared with $3.867 billion for the same period in 2012. Average deposits increased 45.0% to $12.223 billion for the six months ended June 30, 2013, compared with $8.432 billion for the same period in 2012.

The table below provides detail on loans acquired and deposits assumed in the The Bank Arlington, ASB, Community National Bank ("Community National"), East Texas Financial Services and Coppermark Bank transactions completed on April 1, 2012, July 1, 2012, October 1, 2012, January 1, 2013 and April 1, 2013, respectively:

Balance Sheet Data (at period end)






(In thousands)








Jun 30, 2013


Mar 31, 2013


Dec 31, 2012


Sep 30, 2012


Jun 30, 2012


(Unaudited)


(Unaudited)


(Unaudited)


(Unaudited)


(Unaudited)











Loans acquired (including new production since respective acquisition dates):










   The Bank Arlington

$         22,826


$          22,919


$         23,308


$         21,806


$         22,542

   ASB

967,732


974,223


1,068,077


1,131,005


-

   Community National

61,722


61,966


63,940


-


-

   East Texas Financial Services

111,626


117,863


-


-


-

   Coppermark Bank

772,965


-


-


-


-

All other

4,235,612


4,086,053


4,024,615


3,926,292


3,927,790

Total loans

$    6,172,483


$     5,263,024


$    5,179,940


$    5,079,103


$    3,950,332





















Deposits assumed (including new deposits since respective acquisition dates):










   The Bank Arlington

$         29,772


$          28,220


$         29,842


$         33,609


$         33,505

   ASB

2,367,198


2,461,485


2,510,855


2,518,178


-

   Community National

156,210


156,274


160,404


-


-

   East Texas Financial Services

88,289


98,359


-


-


-

   Coppermark Bank

1,087,137


-


-


-


-

All other

8,780,044


8,969,129


8,940,743


8,402,810


8,361,077

Total deposits

$  12,508,650


$   11,713,467


$  11,641,844


$  10,954,597


$    8,394,582































As reflected in the table above, loan and deposit growth was impacted by the acquisitions of The Bank Arlington, ASB, Community National, East Texas Financial Services and Coppermark Bank. Excluding loans acquired in these acquisitions and new production at the acquired banking centers since the respective acquisition dates, loans at June 30, 2013 grew 7.8% compared with June 30, 2012 and 3.7% (14.6% annualized) on a linked quarter basis. Excluding deposits assumed in these acquisitions and new deposits generated at the acquired banking centers since the respective acquisition dates, deposits at June 30, 2013 grew 5.0% compared with June 30, 2012 and decreased 2.1% on a linked quarter basis.

At June 30, 2013, Prosperity had $16.271 billion in total assets, $6.172 billion in loans and $12.509 billion in deposits. Assets, loans and deposits at June 30, 2013 increased by 51.5%, 56.3% and 49.0%, respectively, compared with their respective levels at June 30, 2012.

Asset Quality

Nonperforming assets totaled $14.864 million or 0.11% of quarterly average earning assets at June 30, 2013, compared with $11.873 million or 0.12% of quarterly average earning assets at June 30, 2012, and $18.133 million or 0.14% of quarterly average earnings assets at March 31, 2013. The allowance for credit losses was 0.91% of total loans at June 30, 2013, 1.28% of total loans at June 30, 2012 and 1.05% of total loans at March 31, 2013. Excluding loans acquired that are accounted for under ASC Topics 310-20 and 310-30, the allowance for credit losses was 1.18% and 1.25% of remaining loans as of June 30, 2013 and March 31, 2013, respectively. Refer to the "Notes to Selected Financial Data" at the end of this Earnings Release for a reconciliation of this non-GAAP financial measure.

The provision for credit losses was $2.550 million for the three months ended June 30, 2013 compared to $2.800 million for the three months ended March 31, 2013 and $600,000 for the three months ended June 30, 2012. Net charge offs were $1.423 million for the three months ended June 30, 2013 compared to $315,000 for the three months ended March 31, 2013 and $1.860 million for the three months ended June 30, 2012.

Conference Call

Prosperity's management team will host a conference call on Wednesday, July 24, 2013 at 10:30 a.m. Eastern Standard Time (9:30 a.m. Central Standard Time) to discuss Prosperity's second quarter 2013 earnings. Individuals and investment professionals may participate in the call by dialing 866-952-7532, the reference code is PBUS.

Alternatively, individuals may listen to the live webcast of the presentation by visiting Prosperity's website at http://www.prosperitybankusa.com. The webcast may be accessed directly from Prosperity's home page by clicking the "About Us" tab and then the "Presentations & Calls" link.

Pending Acquisition of FVNB Corp.

On July 1, 2013, Prosperity announced the signing of a definitive merger agreement with FVNB Corp. and its wholly-owned subsidiary First Victoria National Bank (collectively referred to as "FVNB") headquartered in Victoria, Texas. First Victoria National Bank operates thirty-four (34) banking offices; seven (7) in the South Texas area including Corpus Christi; six (6) in the Bryan/College Station area; five (5) in the Central Texas area including New Braunfels; and twelve (12) in the Houston area including The Woodlands and Huntsville. As of June 30, 2013, FVNB, on a consolidated basis, reported total assets of $2.417 billion, total loans of $1.648 billion and total deposits of $2.150 billion.

Under the terms of the definitive agreement, Prosperity will issue approximately 5,570,818 shares of Prosperity common stock plus $91.250 million in cash for all outstanding shares of FVNB Corp. capital stock, subject to certain conditions and potential adjustments. The transaction is subject to customary closing conditions, including the receipt of customary regulatory approvals and approval by FVNB's shareholders.

Acquisition of Coppermark Bancshares, Inc.

On April 1, 2013, Prosperity completed the previously announced acquisition of Coppermark Bancshares, Inc. and its wholly-owned subsidiary, Coppermark Bank ("Coppermark") headquartered in Oklahoma City, Oklahoma. Coppermark operated nine (9) full-service banking offices; six (6) in Oklahoma City, Oklahoma and surrounding areas and three (3) in the Dallas, Texas area. As of March 31, 2013, Coppermark reported, on a consolidated basis, total assets of $1.2 billion, total loans of $847.6 million and total deposits of $1.1 billion.

Pursuant to the terms of the acquisition agreement, Prosperity issued 3,258,718 shares of Prosperity common stock plus $60.0 million in cash for all outstanding shares of Coppermark Bancshares capital stock, which resulted in a premium of $91.7 million.

Acquisition of East Texas Financial Services, Inc.

On January 1, 2013, Prosperity completed the previously announced acquisition of East Texas Financial Services, Inc. (OTC BB: FFBT) and its wholly-owned subsidiary, First Federal Bank Texas ("Firstbank"). Firstbank operated four (4) banking offices in the Tyler MSA, including three locations in Tyler, Texas and one location in Gilmer, Texas. As of December 31, 2012, East Texas Financial Services reported, on a consolidated basis, total assets of $165.0 million, total loans of $129.3 million and total deposits of $112.3 million.

Pursuant to the terms of the acquisition agreement, Prosperity issued 530,940 shares of Prosperity common stock for all outstanding shares of East Texas Financial Services capital stock, which resulted in a premium of $7.0 million.

Acquisition of Community National Bank

On October 1, 2012, Prosperity completed the previously announced acquisition of Community National Bank, Bellaire, Texas. Community National operated one (1) banking office in Bellaire, Texas, in the Houston Metropolitan Area. As of September 30, 2012, Community National reported total assets of $183.0 million, total loans of $68.0 million and total deposits of $164.6 million.

Pursuant to the terms of the acquisition agreement, Prosperity issued 372,282 shares of Prosperity common stock plus $11.4 million in cash for all outstanding shares of Community National capital stock, which resulted in a premium of $10.6 million.

Acquisition of American State Financial Corporation

On July 1, 2012, Prosperity completed the previously announced acquisition of American State Financial Corporation and its wholly-owned subsidiary American State Bank. American State Bank operated thirty-seven (37) full-service banking offices in eighteen (18) counties across West Texas. As of June 30, 2012, ASB, on a consolidated basis, reported total assets of $3.2 billion, total loans of $1.2 billion and total deposits of $2.5 billion.

Pursuant to the terms of the acquisition agreement, Prosperity issued 8,524,835 shares of Prosperity common stock plus $178.5 million in cash for all outstanding shares of American State Financial Corporation capital stock, which resulted in a premium of $240.4 million.

Acquisition of The Bank Arlington

On April 1, 2012, Prosperity completed the previously announced acquisition of The Bank Arlington. The Bank Arlington operated one (1) banking office in Arlington, Texas, in the Dallas/Fort Worth CMSA. As of March 31, 2012, The Bank Arlington reported total assets of $37.3 million, total loans of $22.8 million and total deposits of $33.2 million.

Pursuant to the terms of the acquisition agreement, Prosperity issued 135,389 shares of Prosperity common stock for all outstanding shares of The Bank Arlington capital stock, which resulted in a premium of $2.8 million.

Prosperity Bancshares, Inc. ®

Prosperity Bancshares Inc. ® is a $16.271 billion Houston, Texas based regional financial holding company, formed in 1983. Operating under a community banking philosophy and seeking to develop broad customer relationships based on service and convenience, Prosperity offers a variety of traditional loan and deposit products to its customers, which consist primarily of small and medium sized businesses and consumers. In addition to established banking products, Prosperity offers a complete line of services including: Internet Banking services at http://www.prosperitybankusa.com, Retail Brokerage Services, MasterMoney Debit Cards, 24 hour voice response banking, Trust and Wealth Management; and Mobile Banking. Prosperity now operates two hundred nineteen (219) full-service banking locations; fifty-eight (58) in the Houston area; twenty (20) in the South Texas area including Corpus Christi and Victoria; thirty-five (35) in the Dallas/Fort Worth area; twenty-two (22) in the East Texas area; thirty-four (34) in the Central Texas area including Austin and San Antonio; thirty-four (34) in the West Texas area including Lubbock, Midland-Odessa and Abilene; ten (10) in the Bryan/College Station area and six (6) in the Central Oklahoma area.

Bryan/College Station Area -

Midway

First Colony

Goliad


Plano

Gessner

Kingsville

Bryan

Preston Forest

Gladebrook

Mathis

Bryan-East

Preston Road

Heights

Padre Island

Bryan-North

Red Oak

Highway 6 West

Palacios

Caldwell

Sachse

Hillcroft

Port Lavaca

College Station

The Colony

Little York

Portland

Greens Prairie

Turtle Creek

Medical Center

Rockport

Madisonville

Westmoreland

Memorial Drive

Sinton

Navasota


Northside

Victoria

Rock Prairie

Fort Worth -

Pasadena

Victoria-North

Wellborn Road

Haltom City

Pecan Grove



Keller

Piney Point

West Texas Area -

Central Texas Area -

Roanoke

River Oaks



Stockyards

Royal Oaks

Abilene -

Austin -


Sugar Land

Antilley Road

183

Other Dallas/Fort Worth Locations -

SW Medical Center

Barrow Street

Allandale

Arlington

Tanglewood

Cypress Street

Cedar Park

Azle

Uptown

Judge Ely

Congress

Ennis

Waugh Drive

Mockingbird

Lakeway

Gainesville

West University


Liberty Hill

Glen Rose

Woodcreek

Lubbock -

Northland

Granbury


4th Street

Oak Hill

Mesquite

Other Houston Area Locations -

66th Street

Parmer Lane

Muenster

Angleton

82nd Street

Research Blvd

Sanger

Bay City

86th Street

Westlake

Waxahachie

Beaumont

98th Street


Weatherford

Cinco Ranch

Avenue Q

Other Central Texas Locations -


Cleveland

North University

Bastrop

East Texas Area -

East Bernard

Texas Tech Student Union

Cuero


El Campo


Dime Box

Athens

Dayton

Midland -

Dripping Springs

Blooming Grove

Galveston

Wadley

Elgin

Canton

Groves

Wall Street

Flatonia

Carthage

Hempstead


Georgetown

Corsicana

Hitchcock

Odessa -

Gonzales

Crockett

Katy

Grandview

Hallettsville

Eustace

Liberty

Grant

Kingsland

Gilmer

Magnolia

Kermit Highway

La Grange

Grapeland

Mont Belvieu

Parkway

Lexington

Gun Barrel City

Nederland


New Braunfels

Jacksonville

Needville

Other West Texas Locations -

Pleasanton

Kerens

Shadow Creek

Big Spring

Round Rock

Longview

Sweeny

Brownfield

San Antonio

Mount Vernon

Tomball

Brownwood

Schulenburg

Palestine

Waller

Cisco

Seguin

Rusk

West Columbia

Comanche

Smithville

Seven Points

Wharton

Early

Thorndale

Teague

Winnie

Floydada

Weimar

Tyler-Beckham

Wirt

Gorman

Yoakum

Tyler-South Broadway


Levelland

Yorktown

Tyler-University

South Texas Area -

Littlefield


Winnsboro


Merkel

Dallas/Fort Worth Area -


Corpus Christi -

Plainview


Houston Area -

Airline

San Angelo

Dallas -


Carmel

Slaton

Abrams Centre

Houston -

Northwest

Snyder

Balch Springs

Aldine

Saratoga


Camp Wisdom

Allen Parkway

Water Street

Oklahoma

Cedar Hill

Bellaire


23rd Street

Dallas – Central Expressway

Beltway

Other South Texas Locations -

Edmond

Frisco

Clear Lake

Alice

Expressway

Frisco-West

Copperfield

Aransas Pass

I-240

Independence

Cypress

Beeville

Memorial

Kiest

Downtown

Edna

Norman

McKinney

Eastex



McKinney-Stonebridge

Fairfield







In connection with the proposed merger of FVNB Corp. into Prosperity Bancshares, Prosperity Bancshares will file with the Securities and Exchange Commission a registration statement on Form S-4 to register the shares of Prosperity's common stock to be issued to the shareholders of FVNB Corp. The registration statement will include a proxy statement/prospectus which will be sent to the shareholders of FVNB Corp. seeking their approval of the proposed transaction.

WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION STATEMENT ON FORM S-4, THE PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IN CONNECTION WITH THE PROPOSED TRANSACTION BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT PROSPERITY, FVNB CORP. AND THE PROPOSED TRANSACTION.

Investors and security holders may obtain free copies of these documents through the website maintained by the Securities and Exchange Commission at http://www.sec.gov. Documents filed with the SEC by Prosperity will be available free of charge by directing a request by telephone or mail to Prosperity Bancshares, Inc., Prosperity Bank Plaza, 4295 San Felipe, Houston, Texas 77027 Attn: Investor Relations. Prosperity's telephone number is (281) 269-7199.

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: This release contains, and the remarks by Prosperity's management on the conference call may contain, forward-looking statements within the meaning of the securities laws that are based on current expectations, assumptions, estimates and projections about Prosperity and its subsidiaries. These forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, many of which are outside of Prosperity's control, which may cause actual results to differ materially from those expressed or implied by the forward-looking statements. These risks and uncertainties include but are not limited to whether Prosperity can: successfully identify acquisition targets and integrate the businesses of acquired companies and banks; continue to sustain its current internal growth rate or total growth rate; provide products and services that appeal to its customers; continue to have access to debt and equity capital markets; and achieve its sales objectives. Other risks include, but are not limited to: the possibility that credit quality could deteriorate; actions of competitors; changes in laws and regulations (including changes in governmental interpretations of regulations and changes in accounting standards); a deterioration or downgrade in the credit quality and credit agency ratings of the securities in Prosperity's securities portfolio; customer and consumer demand, including customer and consumer response to marketing; effectiveness of spending, investments or programs; fluctuations in the cost and availability of supply chain resources; economic conditions, including currency rate fluctuations and interest rate fluctuations; and weather. These and various other factors are discussed in Prosperity's Annual Report on Form 10-K for the year ended December 31, 2012 and other reports and statements Prosperity has filed with the SEC. Copies of the SEC filings for Prosperity Bancshares® may be downloaded from the Internet at no charge from http://www.prosperitybankusa.com.



Prosperity Bancshares, Inc.®

Financial Highlights (Unaudited)

(In thousands)












 Jun 30, 2013 


 Mar 31, 2013 


 Dec 31, 2012 


 Sep 30, 2012 


 Jun 30, 2012 

Balance Sheet Data










 (at period end)








Total loans

$       6,172,483


$        5,263,024


$       5,179,940


$       5,079,103


$       3,950,332

Investment securities(A)

8,017,884


7,985,811


7,442,065


6,799,513


5,400,044

Federal funds sold 

606


835


352


302


133

Allowance for credit losses

(56,176)


(55,049)


(52,564)


(50,927)


(50,382)

Cash and due from banks

250,542


180,577


325,952


207,650


152,678

Goodwill

1,350,834


1,235,743


1,217,162


1,200,098


932,965

Core deposit intangibles

26,688


26,514


26,159


28,092


17,706

Other real estate

10,244


9,913


7,234


8,846


10,236

Fixed assets, net

227,455


206,829


205,268


201,445


166,273

Other assets

270,158


227,117


232,005


237,997


157,366

Total assets

$     16,270,718


$      15,081,314


$     14,583,573


$     13,712,119


$     10,737,351











Demand deposits

$       3,283,082


$        2,995,828


$       3,016,205


$       2,827,748


$       2,083,910

Interest bearing deposits

9,225,568


8,717,639


8,625,639


8,126,849


6,310,672

Total deposits

12,508,650


11,713,467


11,641,844


10,954,597


8,394,582

Securities sold under repurchase agreements

481,170


470,241


454,502


443,856


122,743

Federal funds purchased and other borrowings

781,215


576,768


256,753


112,017


437,278

Junior subordinated debentures

85,055


85,055


85,055


85,055


85,055

Other liabilities

69,346


86,328


56,030


78,418


53,876

Total liabilities

13,925,436


12,931,859


12,494,184


11,673,943


9,093,534

Shareholders' equity(B)

2,345,282


2,149,455


2,089,389


2,038,176


1,643,817

Total liabilities and equity

$     16,270,718


$      15,081,314


$     14,583,573


$     13,712,119


$     10,737,351











(A) Includes $9,724, $12,054, $13,824, $16,991 and $17,709, in unrealized gains on available for sale securities for the quarterly periods ending June 30, 2013, March 31, 2013, December 31, 2012, September 30, 2012 and June 30, 2012,  respectively.

(B) Includes $6,321, $7,835, $8,986, $11,044 and $11,511, in after-tax unrealized gains on available for sale securities for the quarterly periods ending June 30, 2013, March 31, 2013, December 31, 2012, September 30, 2012 and June 30, 2012, respectively.



Prosperity Bancshares, Inc.®

Financial Highlights (Unaudited)

(In thousands)
















Three Months Ended


Year-to-Date


Jun 30, 2013


Mar 31, 2013


Dec 31, 2012


Sep 30, 2012


Jun 30, 2012


Jun 30, 2013


Jun 30, 2012















Income Statement Data














Interest income:














Loans

$         89,842


$         81,464


$         82,727


$         80,587


$         54,793


$       171,306


$       108,010

Securities(C)

39,384


36,548


34,956


37,025


38,072


75,932


76,393

Federal funds sold and other earning assets

76


19


36


21


9


95


87

Total interest income

129,302


118,031


117,719


117,633


92,874


247,333


184,490















Interest expense:














Deposits

9,170


8,690


8,217


9,395


8,083


17,860


16,874

Junior subordinated debentures

606


605


631


651


648


1,211


1,311

Securities sold under repurchase agreements

312


292


294


315


59


604


96

Other borrowings

472


362


276


379


418


834


697

Total interest expense

10,560


9,949


9,418


10,740


9,208


20,509


18,978

Net interest income

118,742


108,082


108,301


106,893


83,666


226,824


165,512

Provision for credit losses

2,550


2,800


3,550


1,800


600


5,350


750

Net interest income after provision for credit losses

116,192


105,282


104,751


105,093


83,066


221,474


164,762















Noninterest income:














Nonsufficient funds (NSF) fees

8,346


8,509


9,292


9,265


5,167


16,855


10,556

Debit card and ATM card income

7,007


6,487


6,683


6,246


4,292


13,494


8,128

Service charges on deposit accounts

3,304


2,931


2,877


3,362


2,432


6,235


4,873

Trust income

896


1,017


915


831


-


1,913


-

Mortgage income

1,567


991


1,120


1,437


65


2,558


124

Bank owned life insurance income

932


776


1,242


736


345


1,708


694

Net (loss) gain on sale of assets

(180)


1


(244)


(50)


70


(179)


63

Net gain (loss) on sale of other real estate

237


(105)


(113)


(597)


(165)


132


253

Other noninterest income

3,165


2,834


2,334


2,598


1,450


5,999


2,910

Total noninterest income

25,274


23,441


24,106


23,828


13,656


48,715


27,601















Noninterest expense:














Salaries and benefits

37,517


33,209


31,980


36,701


23,572


70,726


46,824

Core deposit intangibles amortization

1,341


1,755


1,932


2,007


1,595


3,096


3,290

Net occupancy and equipment

4,669


4,278


4,812


4,614


3,492


8,947


7,049

Depreciation

2,464


2,378


2,491


2,369


2,028


4,842


4,063

Debit card, data processing and software amortization

3,249


2,570


3,106


2,901


1,906


5,819


3,438

Regulatory assessments and FDIC insurance

2,579


2,395


2,365


2,107


1,659


4,974


3,207

Communications (includes telephone, courier and postage)

2,410


2,196


2,381


2,226


1,802


4,606


3,550

Other real estate expense

237


223


465


271


383


460


1,074

Other non-interest expense

6,834


6,763


7,436


7,046


4,351


13,597


8,752

Total non-interest expense

61,300


55,767


56,968


60,242


40,788


117,067


81,247

Net income before taxes

80,166


72,956


71,889


68,679


55,934


153,122


111,116

Federal income taxes

26,322


23,651


23,623


22,503


18,962


49,973


37,657

Net income available to common shareholders

$         53,844


$         49,305


$         48,266


$         46,176


$         36,972


$       103,149


$         73,459















(C) Interest income on securities was reduced by net premium amortization of $18,838, $22,710, $23,992, $21,423 and $11,755 for the three month periods ended June 30, 2013, March 31, 2013, December 31, 2012, September 30, 2012 and June 30, 2012, respectively, and $41,548 and $21,474 for the six month periods ended June 30, 2013 and 2012, respectively.



Prosperity Bancshares, Inc.®

Financial Highlights (Unaudited)

(Dollars and share amounts in thousands, except per share data and market prices)
















Three Months Ended


Year-to-Date


Jun 30, 2013


Mar 31, 2013


Dec 31, 2012


Sep 30, 2012


Jun 30, 2012


Jun 30, 2013


Jun 30, 2012















Profitability














Net income

$         53,844


$          49,305


$         48,266


$         46,176


$         36,972


$       103,149


$         73,459















Basic earnings per share

$             0.89


$              0.87


$             0.86


$             0.83


$             0.78


$             1.76


$             1.55

Diluted earnings per share

$             0.89


$              0.86


$             0.85


$             0.82


$             0.78


$             1.76


$             1.55















Return on average assets(D) 

1.33%


1.33%


1.36%


1.32%


1.35%


1.33%


1.37%

Return on average common equity(D) 

9.27%


9.23%


9.28%


9.10%


9.06%


9.25%


9.10%

Return on average tangible common equity(D) (E)

22.32%


22.30%


22.92%


21.59%


21.70%


22.31%


22.12%

Tax equivalent net interest margin(F)

3.43%


3.42%


3.53%


3.52%


3.55%


3.43%


3.60%

Efficiency ratio(G)

42.51%


42.40%


42.95%


46.07%


41.94%


42.46%


42.09%















Liquidity and Capital Ratios














Equity to assets

14.41%


14.25%


14.33%


14.86%


15.31%


14.41%


15.31%

Tier 1 risk-based capital

14.15%


14.77%


14.40%


14.43%


16.42%


14.15%


16.42%

Total risk-based capital

14.91%


15.61%


15.22%


15.26%


17.49%


14.91%


17.49%

Tier 1 leverage capital

7.07%


7.10%


7.10%


6.92%


7.69%


7.07%


7.69%

Tangible equity to tangible assets(E)

6.50%


6.42%


6.34%


6.49%


7.08%


6.50%


7.08%















Other Data














Shares used in computed earnings per share














Basic

60,250


56,988


56,427


55,958


47,456


58,629


47,347

Diluted

60,394


57,134


56,554


56,093


47,608


58,774


47,508

Period end shares outstanding

60,315


57,014


56,447


56,058


47,474


60,315


47,474

Cash dividends paid per common share

$         0.2150


$          0.2150


$         0.2150


$         0.1950


$         0.1950


$         0.4300


$         0.3900

Book value per share

$           38.88


$            37.70


$           37.02


$           36.36


$           34.63


$           38.88


$           34.63

Tangible book value per share(E)

$           16.05


$            15.56


$           14.99


$           14.45


$           14.60


$           16.05


$           14.60















Common Stock Market Price














High

$           52.38


$            47.56


$           43.54


$           45.40


$           47.31


$           52.38


$           47.66

Low

44.33


42.38


38.56


38.90


39.87


42.38


39.66

Period end market price

51.79


47.39


42.00


42.62


42.03


51.79


42.03

Employees – FTE

2,496


2,304


2,266


2,260


1,666


2,496


1,666

Number of banking centers

219


224


217


213


176


219


176















(D) Interim periods annualized.










(E) Refer to the "Notes to Selected Financial Data" at the end of this Earnings Release for a reconciliation of this non-GAAP financial measure.

(F) Net interest margin for all periods presented is calculated on an actual 365 day basis or 366 day basis.

(G) Calculated by dividing total non-interest expense, excluding credit loss provisions, by net interest income plus noninterest income, excluding net gains and losses on the sale of assets and securities.  Additionally, taxes are not part of this calculation. 
















Prosperity Bancshares, Inc.®

Financial Highlights (Unaudited)

(Dollars in thousands)




















YIELD ANALYSIS 

Three Months Ended



Jun 30, 2013


Mar 31, 2013


Jun 30, 2012



Average Balance


Interest Earned/ Interest Paid


Average Yield/ Rate


Average Balance


Interest Earned/ Interest Paid


Average Yield/ Rate


Average Balance


Interest Earned/ Interest Paid


Average Yield/ Rate





















Interest-Earning Assets: 



















Loans

$   6,114,598


$   89,842


5.89%


$   5,263,784


$   81,464


6.28%


$   3,914,352


$ 54,793


5.63%


Investment securities

7,964,157


39,384


1.98%

(H)

7,755,567


36,548


1.91%

(H)

5,635,810


38,072


2.70%

(H)

Federal funds sold and other earning assets

35,113


76


0.87%


34,793


19


0.22%


20,916


9


0.17%


  Total interest earning assets 

14,113,868


$ 129,302


3.67%


13,054,144


$ 118,031


3.67%


9,571,078


$ 92,874


3.90%


Allowance for credit losses 

(57,754)






(53,242)






(50,746)






Noninterest-earning assets 

2,114,816






1,849,461






1,398,857






  Total assets

$ 16,170,930






$ 14,850,363






$ 10,919,189

























Interest-Bearing Liabilities: 



















Interest-bearing demand deposits

$   2,580,750


$     2,100


0.33%


$   2,659,489


$     2,210


0.34%


$   1,706,176


$   2,089


0.49%


Savings and money market deposits

4,261,466


3,172


0.30%


3,790,416


2,829


0.30%


2,779,524


2,444


0.35%


Certificates and other time deposits 

2,543,895


3,898


0.61%


2,370,499


3,651


0.62%


1,880,096


3,550


0.76%


Securities sold under repurchase agreements 

471,430


312


0.27%


448,542


292


0.26%


98,968


59


0.24%





















Federal funds purchased and other borrowings 

541,034


472


0.35%


358,120


362


0.41%


610,499


418


0.28%


Junior subordinated debentures 

85,055


606


2.86%


85,055


605


2.88%


85,055


648


3.06%


  Total interest-bearing liabilities 

10,483,630


10,560


0.40%

(I)

9,712,121


9,949


0.42%

(I)

7,160,318


9,208


0.52%

(I)




















Noninterest-bearing liabilities: 



















Noninterest-bearing demand deposits

3,295,211






2,939,621






2,069,965






Other liabilities 

69,741






62,716






56,742






  Total liabilities

13,848,582






12,714,458






9,287,025






Shareholders' equity 

2,322,348






2,135,905






1,632,164






  Total liabilities and shareholders' equity 

$ 16,170,930






$ 14,850,363






$ 10,919,189

























Net interest income and margin 



$ 118,742


3.37%




$ 108,082


3.36%




$ 83,666


3.52%





















Non-GAAP to GAAP reconciliation:



















Tax equivalent adjustment



2,063






2,125






832























Net interest income and margin (tax equivalent basis)



$ 120,805


3.43%




$ 110,207


3.42%




$ 84,498


3.55%




(H) Yield on securities was impacted by net premium amortization of $18,838, $22,710 and $11,755 for the three month periods ended June 30, 2013, March 31, 2013, and June 30, 2012, respectively.


(I) Total cost of funds, including non-interest bearing deposits, was 0.31%, 0.32% and 0.40% for the three months ended June 30, 2013, March 31, 2013 and June 30, 2012, respectively.




Prosperity Bancshares, Inc.®

Financial Highlights (Unaudited)

(Dollars in thousands)














YIELD ANALYSIS 

Year-to-Date



Jun 30, 2013


Jun 30, 2012



Average Balance


Interest Earned/ Interest Paid


Average Yield/ Rate


Average Balance


Interest Earned/ Interest Paid


Average Yield/ Rate















Interest-Earning Assets: 













Loans

$   5,691,541


$171,306


6.07%


$   3,866,672


$108,010


5.62%


Investment securities

7,860,438


75,932


1.95%

(J)

5,414,033


76,393


2.82%

(J)

Federal funds sold and other earning assets

34,954


95


0.55%


73,536


87


0.24%


  Total interest-earning assets 

13,586,933


$247,333


3.67%


9,354,241


$184,490


3.97%


Allowance for credit losses 

(55,513)






(51,174)






Noninterest-earning assets 

1,982,871






1,403,182






  Total assets

$ 15,514,291






$ 10,706,249



















Interest-Bearing Liabilities: 













Interest-bearing demand deposits

$   2,619,902


$    4,309


0.33%


$   1,700,208


$    4,152


0.49%


Savings and money market deposits

4,027,242


6,001


0.30%


2,785,936


5,033


0.36%


Certificates and other time deposits 

2,457,676


7,550


0.62%


1,925,584


7,689


0.80%


Securities sold under repurchase agreements 

460,049


604


0.26%


76,136


96


0.25%


Federal funds purchased and other  borrowings 

450,082


834


0.37%


441,630


697


0.32%


Junior subordinated debentures 

85,055


1,211


2.87%


85,055


1,311


3.10%


  Total interest bearing liabilities 

10,100,006


20,509


0.41%

(K)

7,014,549


18,978


0.54%

(K)














Noninterest-bearing liabilities: 













Noninterest-bearing demand deposits

3,118,400






2,020,453






Other liabilities 

66,251






57,523






  Total liabilities

13,284,657






9,092,525






Shareholders' equity 

2,229,634






1,613,724






  Total liabilities and shareholders' equity 

$ 15,514,291






$ 10,706,249



















Net interest income and margin 



$226,824


3.37%




$165,512


3.56%















Non-GAAP to GAAP reconciliation:













Tax equivalent adjustment



4,188






1,728

















Net interest income and margin (tax equivalent basis)



$231,012


3.43%




$167,240


3.60%




(J) Yield on securities was impacted by net premium amortization of $41,548 and $21,474 for the six month periods ended June 30, 2013 and June 30, 2012, respectively.


(K) Total cost of funds, including non-interest bearing deposits, was 0.31% and 0.42% for the six months ended June 30, 2013, and June 30, 2012, respectively.




Prosperity Bancshares, Inc.®

Financial Highlights (Unaudited)

(Dollars in thousands)
















Three Months Ended


Year-to-Date


Jun 30, 2013


Mar 31, 2013


Dec 31, 2012


Sep 30, 2012


Jun 30, 2012


Jun 30, 2013


Jun 30, 2012















Adjustment to Loan Yield (L)














Interest on loans, as reported

$         89,842


$           81,464


$         82,727


$           80,587


$         54,793


$         171,306


$       108,010

   Less: Purchase accounting adjustment-loan discount accretion

(12,031)


(14,292)


(14,523)


(11,188)


(756)


(26,323)


(701)

Interest on loans without discount accretion

$         77,811


$           67,172


$         68,204


$           69,399


$         54,037


$         144,983


$       107,309

Average loans

$    6,114,598


$      5,263,784


$    5,140,163


$      5,169,101


$    3,914,352


$      5,691,541


$    3,866,672

Loan yield without discount accretion

5.10%


5.18%


5.28%


5.34%


5.55%


5.14%


5.58%

Loan yield, as reported

5.89%


6.28%


6.40%


6.20%


5.63%


6.07%


5.62%






























Three Months Ended


Year-to-Date


Jun 30, 2013


Mar 31, 2013


Dec 31, 2012


Sep 30, 2012


Jun 30, 2012


Jun 30, 2013


Jun 30, 2012















Adjustment to Securities Yield (L)














Interest on securities, as reported

$         39,384


$           36,548


$         34,956


$           37,025


$         38,072


$           75,932


$         76,393

   Add: Purchase accounting adjustment-securities amortization

2,599


3,106


3,540


3,451


-


5,705


-

Interest on securities including amortization

$         41,983


$           39,654


$         38,496


$           40,476


$         38,072


$           81,637


$         76,393

Average securities

$    7,964,157


$      7,755,567


$    7,228,418


$      7,106,871


$    5,635,810


$      7,860,438


$    5,414,033

Securities yield without purchase accounting adjustment

2.11%


2.07%


2.12%


2.28%


2.72%


2.09%


2.82%

Securities yield, as reported

1.98%


1.91%


1.92%


2.08%


2.70%


1.95%


2.82%















Net Interest Margin (tax equivalent basis, excluding














   purchase accounting adjustments to yield)

3.09%


3.08%


3.18%


3.16%


3.52%


3.12%


3.60%















Net Interest Margin (tax equivalent basis), as reported

3.43%


3.42%


3.53%


3.52%


3.55%


3.43%


3.60%





























Net income available to common shareholders, as reported

$         53,844


$           49,305


$         48,266


$           46,176


$         36,972


$         103,149


$         73,459

    Less:  Purchase accounting adjustments, net of tax (M)

(6,319)


(7,606)


(7,469)


(5,261)


(514)


(13,925)


(477)

Net income available to common shareholders, adjusted

$         47,525


$           41,699


$         40,797


$           40,915


$         36,458


$           89,224


$         72,982
















Acquired Loans Accounted for Under ASC 310-20


Acquired Loans Accounted for Under ASC 310-30


Total Loans Accounted for Under ASC 310-20 and 310-30




Balance at Acquisition Date


Remaining Balance at June 30, 2013


Balance at Acquisition Date


Remaining Balance at June 30, 2013


Balance at Acquisition Date


Remaining Balance at June 30, 2013



Loan marks:














Previously acquired banks (N)

$         81,328


$           37,832


$         28,764


$           22,989


$       110,092


$           60,821



2013 acquisitions (O)

29,440


24,695


23,414


22,571


52,854


47,266



Total

$       110,768


$           62,527


$         52,178


$           45,560


$       162,946


$         108,087

















Acquired portfolio loan balances:














Previously acquired banks (N)

$    1,298,380


$         653,945


$         57,979


$           43,505


$    1,356,359


$         697,450



2013 acquisitions (O)

939,804


775,372


54,083


53,754


993,887


829,126



Total

$    2,238,184


$      1,429,317


$       112,062


$           97,259


$    2,350,246

(P)

$      1,526,576

















(L)  Non-GAAP financial measure.





(M)  Using effective tax rate.





(N)  Includes Bank of Texas, Bank Arlington, ASB and Community National which were acquired in 2012.





(O)  Includes East Texas Financial Services and Coppermark Bank.





(P)  Actual principal balances acquired.





















Prosperity Bancshares, Inc.®

Financial Highlights (Unaudited)












Three Months Ended


 Jun 30, 2013 


 Mar 31, 2013 


 Dec 31, 2012 


 Sep 30, 2012 


 Jun 30, 2012 

YIELD TREND




















Interest-Earning Assets: 










Loans

5.89%


6.28%


6.40%


6.20%


5.63%

Investment securities (Q) 

1.98%


1.91%


1.92%


2.08%


2.70%

Federal funds sold and other earning assets

0.87%


0.22%


0.19%


0.16%


0.17%

  Total interest-earning assets 

3.67%


3.67%


3.76%


3.80%


3.90%











Interest-Bearing Liabilities: 










Interest-bearing demand deposits

0.33%


0.34%


0.31%


0.41%


0.49%

Savings and money market deposits

0.30%


0.30%


0.29%


0.34%


0.35%

Certificates and other time deposits 

0.61%


0.62%


0.64%


0.69%


0.76%

Securities sold under repurchase agreements

0.27%


0.26%


0.25%


0.29%


0.24%

Federal funds purchased and other borrowings 

0.35%


0.41%


0.40%


0.29%


0.28%

Junior subordinated debentures 

2.86%


2.88%


2.95%


3.04%


3.06%

  Total interest-bearing liabilities 

0.40%


0.42%


0.41%


0.47%


0.52%











Net Interest Margin 

3.37%


3.36%


3.46%


3.45%


3.52%

Net Interest Margin (tax equivalent)

3.43%


3.42%


3.53%


3.52%


3.55%





















(Q) Yield on securities was impacted by net premium amortization of $18,838, $22,710, $23,992, $21,423 and $11,755 for the three month periods ended June 30, 2013, March 31, 2013, December 31, 2012, September 30, 2012 and June 30, 2012, respectively.



Prosperity Bancshares, Inc.®

Financial Highlights (Unaudited)

(In thousands)












Three Months Ended


Jun 30, 2013


Mar 31, 2013


Dec 31, 2012


Sep 30, 2012


Jun 30, 2012

Balance Sheet Averages










Total loans

$    6,114,598


$     5,263,784


$    5,140,163


$    5,169,101


$    3,914,352

Investment securities

7,964,157


7,755,567


7,228,418


7,106,871


5,635,810

Federal funds sold and other earning assets

35,113


34,793


75,135


53,111


20,916

Total interest-earning assets

14,113,868


13,054,144


12,443,716


12,329,083


9,571,078

Allowance for credit losses

(57,754)


(53,242)


(50,775)


(53,944)


(50,746)

Cash and due from banks

279,271


206,990


198,797


206,124


134,055

Goodwill

1,331,568


1,226,332


1,211,596


1,157,330


932,112

Core Deposit Intangibles (CDI)

25,893


25,244


27,108


17,280


18,465

Other real estate

19,605


11,789


9,571


11,600


10,178

Fixed assets, net

223,769


207,517


206,869


192,542


165,784

Other assets

234,710


171,589


190,815


145,244


138,263

Total assets

$  16,170,930


$   14,850,363


$  14,237,697


$  14,005,259


$  10,919,189











Noninterest-bearing deposits

$    3,295,211


$     2,939,621


$    2,963,998


$    2,760,405


$    2,069,965

Interest-bearing demand deposits

2,580,750


2,659,489


2,328,969


2,181,928


1,706,176

Savings and money market deposits

4,261,466


3,790,416


3,600,109


3,516,601


2,779,524

Certificates and other time deposits

2,543,895


2,370,499


2,366,155


2,387,279


1,880,096

Total deposits

12,681,322


11,760,025


11,259,231


10,846,213


8,435,761

Securities sold under repurchase agreements

471,430


448,542


459,998


438,410


98,968

Federal funds purchased and other borrowings

541,034


358,120


272,239


512,739


610,499

Junior subordinated debentures

85,055


85,055


85,055


85,055


85,055

Other liabilities

69,741


62,716


80,085


92,873


56,742

Shareholders' equity

2,322,348


2,135,905


2,081,089


2,029,969


1,632,164

Total liabilities and equity

$  16,170,930


$   14,850,363


$  14,237,697


$  14,005,259


$  10,919,189






















Prosperity Bancshares, Inc.®

Financial Highlights (Unaudited)

(Dollars in thousands)
































Jun 30, 2013


Mar 31, 2013


Dec 31, 2012


Sep 30, 2012


Jun 30, 2012

Period End Balances






























Loan Portfolio















Commercial and other

$      999,677

16.2%


$      760,531

14.5%


$      798,882

15.4%


$      792,247

15.6%


$    491,907

12.5%

Construction

694,585

11.3%


575,307

10.9%


550,768

10.6%


496,417

9.8%


466,884

11.8%

1-4 family residential

1,452,268

23.6%


1,338,936

25.5%


1,255,765

24.3%


1,213,872

23.9%


1,084,936

27.4%

Home equity

208,739

3.4%


203,815

3.9%


186,801

3.6%


183,844

3.6%


154,147

3.9%

Commercial real estate

2,390,820

38.6%


1,993,518

37.8%


1,990,642

38.4%


1,976,112

38.9%


1,484,787

37.6%

Agriculture (includes farmland)

314,945

5.1%


286,789

5.4%


285,637

5.5%


304,134

6.0%


192,462

4.9%

Consumer

111,449

1.8%


104,128

2.0%


111,445

2.2%


112,477

2.2%


75,209

1.9%

Total loans

$   6,172,483



$   5,263,024



$   5,179,940



$   5,079,103



$ 3,950,332
































Deposit Types















Noninterest-bearing DDA

$   3,283,082

26.2%


$   2,995,828

25.6%


$   3,016,205

25.9%


$   2,827,748

25.8%


$ 2,083,910

24.8%

Interest-bearing DDA

2,483,428

19.9%


2,521,998

21.5%


2,626,331

22.6%


2,208,568

20.2%


1,684,492

20.1%

Money Market

2,868,880

22.9%


2,509,501

21.4%


2,362,454

20.3%


2,303,680

21.0%


2,206,220

26.3%

Savings

1,371,214

11.0%


1,345,044

11.5%


1,293,552

11.1%


1,276,271

11.7%


581,480

6.9%

Certificates and other time deposits

2,502,046

20.0%


2,341,096

20.0%


2,343,302

20.1%


2,338,330

21.3%


1,838,480

21.9%

Total deposits

$ 12,508,650



$ 11,713,467



$ 11,641,844



$ 10,954,597



$ 8,394,582

















Loan to Deposit Ratio

49.3%



44.9%



44.5%



46.4%



47.1%
































Construction Loans















Single family residential construction

$      234,257

32.9%


$      177,218

30.6%


$      161,401

29.2%


$      150,959

30.1%


$    143,600

30.8%

Land development

63,857

9.0%


42,520

7.4%


42,199

7.6%


38,075

7.6%


39,704

8.5%

Raw land

59,701

8.4%


46,672

8.1%


58,794

10.6%


47,620

9.5%


51,070

10.9%

Residential lots

91,018

12.8%


93,598

16.2%


92,697

16.8%


97,445

19.4%


86,201

18.5%

Commercial lots

60,960

8.6%


64,394

11.2%


63,716

11.5%


63,418

12.7%


49,454

10.6%

Commercial construction and other

200,633

28.3%


153,047

26.5%


134,427

24.3%


103,677

20.7%


96,855

20.7%

Net unaccreted discount

(15,841)



(2,142)



(2,466)



(4,777)



-


Total construction loans

$      694,585



$      575,307



$      550,768



$      496,417



$    466,884

































Prosperity Bancshares, Inc.®

Financial Highlights (Unaudited)

(Dollars in thousands)












Three Months Ended


Jun 30, 2013


Mar 31, 2013


Dec 31, 2012


Sep 30, 2012


Jun 30, 2012











Asset Quality










Nonaccrual loans

$           4,295


$            7,529


$           5,382


$           5,063


$           1,624

Accruing loans 90 or more days past due

325


642


331


132


-

Total non-performing loans

4,620


8,171


5,713


5,195


1,624

Repossessed assets

-


49


68


10


13

Other real estate

10,244


9,913


7,234


8,846


10,236

  Total nonperforming assets

$         14,864


$          18,133


$         13,015


$         14,051


$         11,873





















Nonperforming assets:










Commercial

$           1,191


$            3,896


$           1,568


$           1,599


$              394

Construction

5,898


3,678


3,522


3,182


4,056

1-4 family (including home equity)

2,112


3,746


3,081


3,089


2,284

Commercial real estate (including multi-family)

4,330


5,533


2,608


4,671


5,077

Agriculture 

1,213


1,183


1,463


1,476


44

Consumer and other

120


97


773


34


18

Total 

$         14,864


$          18,133


$         13,015


$         14,051


$         11,873











Number of loans/properties

123


124


116


119


88











Allowance for credit losses at end of period

$ 56,176


$ 55,049


$ 52,564


$ 50,927


$ 50,382











Net charge-offs:










Commercial

$              148


$                 59


$              205


$            (511)


$              180

Construction

124


(56)


21


155


1,179

1-4 family (including home equity)

35


102


65


251


90

Commercial real estate (including multi-family)

801


(57)


1,012


800


296











Agriculture

13


(7)


70


(30)


(3)

Consumer and other

302


274


540


590


118

Total 

$           1,423


$               315


$           1,913


$           1,255


$           1,860





















Asset Quality Ratios










Nonperforming assets to average earning assets

0.11%


0.14%


0.10%


0.11%


0.12%

Nonperforming assets to loans and other real estate

0.24%


0.34%


0.25%


0.28%


0.30%

Net charge-offs to average loans  (annualized)

0.09%


0.02%


0.15%


0.08%


0.20%

Allowance for credit losses to total loans

0.91%


1.05%


1.01%


1.00%


1.28%

Allowance for credit losses to total loans (excluding acquired loans accounted for under ASC Topics 310-20 and 310-30) (E)

1.18%


1.25%


1.22%


1.27%


N/A
































Prosperity Bancshares, Inc.®
Notes to Selected Financial Data (Unaudited)

(Dollars and share amounts in thousands, except per share data)

Consolidated Financial Highlights

NOTES TO SELECTED FINANCIAL DATA

Prosperity's management uses certain non−GAAP (generally accepted accounting principles) financial measures to evaluate its performance. Specifically, Prosperity reviews tangible book value per share, return on average tangible common equity and the tangible equity to tangible assets ratio for internal planning and forecasting purposes. In addition, due to the application of purchase accounting, Prosperity uses certain non-GAAP measures and ratios that exclude the impact of these items to evaluate its allowance for credit losses to total loans (excluding acquired loans accounted for under ASC Topics 310-20 and 310-30). Prosperity has included in this Earnings Release information relating to these non-GAAP financial measures for the applicable periods presented. Prosperity believes these non-GAAP financial measures provide information useful to investors in understanding Prosperity's financial results and Prosperity believes that its presentation, together with the accompanying reconciliations, provides a complete understanding of factors and trends affecting Prosperity's business and allows investors to view performance in a manner similar to management, the entire financial services sector, bank stock analysts and bank regulators. Further, Prosperity believes that these non-GAAP measures provide useful information by excluding certain items that may not be indicative of its core operating earnings and business outlook. These non-GAAP measures should not be considered a substitute for GAAP basis measures and results and Prosperity strongly encourages investors to review its consolidated financial statements in their entirety and not to rely on any single financial measure. Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies' non-GAAP financial measures having the same or similar names.





Three Months Ended


Year-to-Date



 Jun 30, 2013 


 Mar 31, 2013 


 Dec 31, 2012 


 Sep 30, 2012 


 Jun 30, 2012 


 Jun 30, 2013 


 Jun 30, 2012 
















Return on average tangible common equity:















Net income


$            53,844


$             49,305


$            48,266


$          46,176


$         36,972


$        103,149


$          73,459

Average shareholders' equity


$       2,322,348


$        2,135,905


$       2,081,089


$     2,029,969


$    1,632,164


$     2,229,634


$     1,613,724

Less: Average goodwill and other intangible assets


(1,357,461)


(1,251,576)


(1,238,704)


(1,174,610)


(950,577)


(1,304,811)


(949,548)

        Average tangible shareholders' equity


$          964,887


$           884,329


$          842,385


$        855,359


$       681,587


$        924,823


$        664,176

Return on average tangible common  equity:


22.32%


22.30%


22.92%


21.59%


21.70%


22.31%


22.12%
















Tangible book value per share:















Shareholders' equity


$       2,345,282


$        2,149,455


$       2,089,389


$     2,038,176


$    1,643,817


$     2,345,282


$     1,643,817

Less: Goodwill and other intangible assets


(1,377,522)


(1,262,257)


(1,243,321)


(1,228,190)


(950,671)


(1,377,522)


(950,671)

         Tangible shareholders' equity


$          967,760


$           887,198


$          846,068


$        809,986


$       693,146


$        967,760


$        693,146
















Period end shares outstanding


60,315


57,014


56,447


56,058


47,474


60,315


47,474

Tangible book value per share:


$              16.05


$               15.56


$              14.99


$            14.45


$           14.60


$            16.05


$            14.60
















Tangible equity to tangible assets ratio:















Tangible shareholders' equity


$          967,760


$           887,199


$          846,068


$        809,986


$       693,146


$        967,760


$        693,146
















Total assets


$     16,270,718


$      15,081,314


$     14,583,573


$   13,712,119


$  10,737,351


$   16,270,718


$   10,737,351

Less: Goodwill and other intangible assets


(1,377,522)


(1,262,257)


(1,243,321)


(1,228,190)


(950,671)


(1,377,522)


(950,671)

         Tangible assets


$     14,893,196


$      13,819,057


$     13,340,252


$   12,483,929


$    9,786,680


$   14,893,196


$     9,786,680
















Tangible equity to tangible assets ratio:


6.50%


6.42%


6.34%


6.49%


7.08%


6.50%


7.08%























Prosperity Bancshares, Inc.®

Notes to Selected Financial Data (Unaudited)

(Dollars in thousands)

 










 Jun 30, 2013 


 Mar 31, 2013 


 Dec 31, 2012 

Allowance for credit losses to total loans, excluding acquired loans:


Allowance for credit losses


$           56,176


$            55,049


$           52,564

Total loans


$      6,172,483


$       5,263,024


$      5,179,940

Less: Fair value of acquired loans accounted for under ASC







       Topics 310-20 and 310-30 (does not include new production)


$      1,418,489


$          853,751


$         887,953

Total loans less acquired loans


$      4,753,994


$       4,409,273


$      4,291,987

Allowance for credit losses to total loans, excluding acquired loans (non-GAAP basis)


1.18%


1.25%


1.22%










CONTACT: David Zalman Chairman and Chief Executive Officer of Prosperity Bancshares, Inc.®, 281.269.7199, david.zalman@prosperitybankusa.com