Charlotte M. Rasche - Executive Vice President, General Counsel, Senior Executive Vice President of Prosperity Bank and General Counsel of Prosperity Bank David Zalman - Chairman, Chief Executive Officer, President, Senior Chairman of the Board for Prosperity Bank, Chief Executive Officer of Prosperity Bank and President of Prosperity Bank David Hollaway - Chief Financial Officer, Executive Vice President, Principal Accounting Officer, Chief Financial Officer of Prosperity Bank and Senior Vice President of Prosperity Bank H. E. Timanus - Vice Chairman, Chairman of Prosperity Bank and Chief Operating Officer of Prosperity Bank

Jennifer H. Demba - SunTrust Robinson Humphrey, Inc., Research Division Brett D. Rabatin - Sterne Agee & Leach Inc., Research Division Carl Dorf Matt Olney - Stephens Inc., Research Division Jon G. Arfstrom - RBC Capital Markets, LLC, Research Division Bryce W. Rowe - Robert W. Baird & Co. Incorporated, Research Division William Christian Stulpin - Merion Capital Group

Good morning, and welcome to the Prosperity Bancshares' Third Quarter 2014 Earnings Conference Call. [Operator Instructions] Please note that this event is being recorded. I would now like to turn the conference over to Ms. Charlotte Rasche. Please go ahead.

Thank you. Good morning, ladies and gentlemen, and welcome to the Prosperity Bancshares' Third Quarter 2014 Earnings Conference Call. This call is being broadcast live over the Internet at www.prosperitybankusa.com and will be available for replay at the same location for the next few weeks. I'm Charlotte Rasche, Executive Vice President and General Counsel of Prosperity Bancshares. And here with me today is David Zalman, Chairman and Chief Executive Officer; H.E. Tim Timanus Jr., Vice Chairman; David Hollaway, Chief Financial Officer; Randy Hester, Chief Lending Officer; and Mike Epps, Executive Vice President for Financial Operations and Administration. David Zalman will lead off with a review of the highlights for the recent quarter. He will be followed by David Hollaway, who will review some of our recent financial statistics, and Tim Timanus will discuss our lending activities, including asset quality. Finally, we will open the call for questions. During the call, interested parties may participate live by following the instructions that will be provided by our call moderator, Ed. I assume you have all received a copy of the earnings announcement we released earlier this morning. If not, please call Tracy Elkowitz at (281) 269-7221, and she will send a copy to you. Before we begin, let me make the usual disclaimers. Certain of the matters discussed in this presentation may constitute forward-looking statements for the purposes of the federal securities laws and, as such, may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Prosperity Bancshares to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Additional information concerning factors that could cause actual results to be materially different than those in the forward-looking statements can be found in Prosperity Bancshares filings with the Securities and Exchange Commission, including Forms 10-Q and 10-K and other reports and statements we have filed with the SEC. All forward-looking statements are expressly qualified in their entirety by these cautionary statements. Now let me turn the call over to David Zalman.

Thank you, Charlotte. I'd like to welcome and thank everyone joining us for our third quarter earnings announcement. I'm very excited to announce such positive results for the third quarter of 2014. I am pleased to announce that Prosperity Bancshares will increase its quarterly dividend to $0.2725 for the fourth quarter of 2014, which represents an increase of 13.5% from the $0.24 per share currently being paid per quarter. Prosperity strives to continue to share our success with our shareholders. After listing on the NASDAQ stock market in late 1998, we started paying a dividend of $0.10 per share in the following year. Based on the continued increase in the dividend, it is obvious that Prosperity has the shareholder's interest in mind. With regard to earnings, we posted earnings of $76.7 million for the 3 months ended September 30, 2014, and that's compared to $55.2 million for the same period in 2013, which is an increase of $21.2 million or 38.5%. Our earnings per share for the third quarter of 2014 came in at $1.10 compared to $0.91 for the same period last year, an increase of 20.9%. The net interest margin on a tax equivalent basis increased to 3.85% for the 3 months ended September 30, 2014, compared with 3.59% for the same period in 2013 and increased from 3.83% for the 3 months that ended June 30, 2014. Excluding purchase accounting adjustments, the net interest margin on a tax-equivalent basis decreased on a linked-quarter basis from 3.31% for the quarter ended June 30, 2014, to 3.26% for the quarter ended September 30, 2014. Our Tier 1 leverage capital ratio stood at 7.4% at September 30, 2014, compared to 6.98% at June 30, 2014. Our strong earnings continue to build capital rapidly. Loan and deposit growth was impacted by…

Thank you, David. Net interest income before provision for credit losses for the 3 months ended September 30, 2014, was $175.7 million compared with $126.5 million for the 3 months ended September 30, 2013, an increase of $49.2 million or 38.8%. This increase was primarily due to a 28.8% increase in average interest-earning assets. Noninterest income increased $8.6 million or 39.9% to $30.2 million for the 3 months ended September 30, 2014, compared to $21.6 million for the same period in 2013. This year-over-year increase was impacted by the F&M and First Victoria National Bank transactions. Noninterest expense for the 3 months ended September 30, 2014, was $85.5 million compared to $61.5 million for the same period in 2013, an increase of $24 million or 39%. Again, the increase was primarily due to the F&M and First Victoria National Bank transactions. The efficiency ratio was 41.55% for the 3 months ended September 30, 2014, compared to 41.59% for the same period last year and 42.9% for the 3 months ended June 30, 2014. The bond portfolio metrics at 9/30 showed a weighted average life of 4.32 years, an effective duration of 3.89 and projected annual cash flows of approximately $1.5 billion. And with that, let me turn over the presentation to Tim Timanus for some detail on loans and asset quality. Tim?

Thank you, Dave. Our nonperforming assets at quarter-end September 30, 2014, totaled $50,082,000, which is 53 basis points of loans and other real estate, as compared to $28,521,000 or 31 basis points at the end of the second quarter this year. This represents an increase of 76% from June 30, 2014. This change primarily results from the addition of approximately $22 million in nonperforming assets from the F&M Bank and Trust Company. The June 30, 2014, nonperforming asset total consists of $44,557,000 in loans, $21,000 in repossessed assets and $5,504,000 in other real estate. Net charge-offs for the 3 months ended September 30, 2014, were $653,000 compared to net charge-offs of $155,000 for the 3 months ended June 30, 2014. $5 million was added to the allowance for credit losses during the quarter ended September 30, 2014, compared to $6,325,000 for the second quarter of this year. Our average monthly new loan production for the quarter ended September 30, 2014, was $285 million compared to $241 million for the quarter ended June 30, 2014. This average monthly new loan production for the third quarter of 2014 represented an 18% increase on a linked-quarter basis. Loans outstanding at September 30, 2014, were $9,369,000,000 compared to $9,308,000,000 at June 30, 2014. The September 30, 2014, loan rate structure is made up of 43% fixed rate loans, 35% floating rate loans and 22% variable-rate loans. I will now turn it over to Charlotte who will coordinate your questions.

Thank you, Tim. At this time, we are prepared to answer your questions. Ed, can you please assist us with questions?

[Operator Instructions] Our first question comes from Jennifer Demba of SunTrust Robinson Humphrey.

David, could you just give us some color on -- you said you think NPAs are going to stay at this more elevated rate, for you anyway, for the next several quarters. Can you give us some color on that? And then I have a question on another topic.

Yes, sure, Jenny. We do think -- we think with the additional loans that were brought over from some of the acquisitions that -- again, it's natural that there are certain loans in the portfolio that may not fit the same risk profile that we have. And so I think that -- we have identified a certain amount of loans in the banks that we acquired. And so probably, if everything went right, the good news, we'd probably be backed down at a lower ratio in 12 months. But again, to be -- just so we don't mislead anybody, we I think it could take up to 12 to 18 months before the ratio gets back down to something what we're used to, basically.

Okay. And can you talk to us about your acquisition pipeline? Do you feel ready now to kind of resume bank -- other bank acquisitions now that you've sort of made more investments over the last several quarters?

I would say that we are breathing better. We kind of committed that -- if you remember, at the beginning of last year, that after such -- the number of acquisitions that we did and the bank growing from $10 billion to $20 billion, that we really wanted to put a year under our belt and make sure that our back room operations were in good order, that our IT was good and all the things that -- the BSA and all the things that regulators want us to do at the same time. And I have to say that I feel really good where we're at right now. And I think that if the right opportunity were to come around, then we would probably pursue it.

What does the pipeline look like right now versus maybe 6 months, a year ago?

Yes. Just yesterday, probably I had 2 different investment banks calling me, but they're smaller banks. These are banks that are probably $500 million, $600 million in size, and we'll just have to make a decision. I mean, I think in the last week or so, I probably had 4 banks thrown at us. But again, I think we really got to make a decision what really impacts us, what really moves the needle, does it makes sense, is it in our backyard or not in our backyard. So those are just all the considerations that we have to make, and do we want to take time out for a bank that size or do we want to wait for something that's a little bit bigger. Those are just -- they're just opportunistic questions that we have, and we haven't made a decision. And truthfully, up until the last month or so, we really weren't considering buying anything at that point. I mean, we did stick with the schedule that we told everybody. And I think only now, are we back looking and considering different deals right now.

Our next question comes from Jefferson Harralson of KBW.

Jefferson, are you there?

Our next question comes from Brett Rabatin of Sterne Agee. Brett D. Rabatin - Sterne Agee & Leach Inc., Research Division: I wanted to, first, I guess, ask about capital ratios. I know last quarter, there was some consternation about you'd taken capital ratios down a little bit, and they're up a little higher this quarter. So I guess, David, I was hoping maybe for some color on how you feel about capital ratio and where it is today. Does that kind of take any kind of common or I assume debt, as well, capital raise sort of off the table?

As mentioned earlier in my comments, we went from 6-point something to 7.4% Tier 1 leverage ratio, which is -- you can see how rapidly our capital is building. And so -- I mean, we're really pleased with that. At the same time, I think we would be always opportunistic, that is if the right deal came along or we felt that it was the right time there or something, I think -- I don't want to mislead anybody, I think we'll always be opportunistic with regard to that. But again, we're very pleased with where our capital is and how fast it's growing. I think that Dave probably can give more color, but I think that, probably, our capital grows at 1% a year, the capital-to-asset ratio. So we do have good earnings. Brett D. Rabatin - Sterne Agee & Leach Inc., Research Division: Okay. And then I guess the other thing I was hoping just to get from you guys is just the payoffs. How much that affected -- aside from the past acquisitions, how much payoffs affected the organic portfolio? And then you may have given it, but I missed it, the monthly loan production. I joined a little late, so I may have missed that number.

Yes. You have been late. It's okay.

This is Tim. The average monthly new loan production for this most recent quarter was $285 million per month. And our burn rate is a bit of a rough calculation, but for that quarter it was about $265 million. So our production did exceed the burn rate. That's the good news. I guess the bad news is the burn rate is still relatively high. Some of the elements of that burn rate are obviously the loans that we're not particularly comfortable with and are okay seeing leave the company. So we've always, for the last several quarters, had a fairly substantial burn rate, and that's still the case. But those are the rough numbers, $285 million production and $265 million burn rate.

Our next question comes from Carl Dorf of Dorf Asset Management.

Can you discuss the energy situation a little bit, and this impact on you? Basically, what's your direct exposure to energy loans, your indirect exposure, and are you -- what price, if any, would you be concerned about it having an impact on your portfolio?

Carl, where we're at today, I'll give you some color on our loans, so oil and gas producers that are secured by oil and gas right now is $340 million. And then, loans to oil and gas people that are in the servicer -- service industry, which are secured and unsecured, is about $207 million. And then we can even break it down to loans that -- loans to oil and gas producers that are secured, unsecured and secured with other types of collateral is about $97 million. So if you had -- and you added the whole group up together, that's loans to oil and gas producers of $340 million, loans to oil and gas producers that are other collateral types, not oil and gas, is $97 million, meaning that the loans to the oil and gas servicers, which are about $200 million, it's about $644 million. And I would say that as the oil prices have gone down, we stay in close contact, especially with our guys in the Permian Basin. From everything that they're telling us and what we're talking, things -- I wouldn't say they're going -- for the most part, they're watching everything. But again, I don't know that anybody is startled or changed a whole lot of things. I think if you could say anything, they may be paused. But for the most part, they feel that, especially out of the Permian Basin area, that, historically, they've watched these things in the past, the prices have come down and it may take 3 to 6 months and then prices go back up. I guess the comfort level that I have is, I went out and met with a lot of these people and they're not the same people that were really in the '80s when -- well, they are the same people, actually. They're -- but they're -- I don't think they're going to make the same mistakes, and they keep telling me that this is not the same situation in the '80s when the Middle Eastern countries really controlled the pricing and that -- I would say, overall, they still feel comfortable. And the feeling that I get, they're telling me, even at the $70 price, that they still make pretty good money. Now I think when you listen to guys like T. Boone Pickens and guys like that on CNBC, they say that once it falls below $70 that, that may impact things that will slow down drilling. But that's the color that I have, Carl.

[Operator Instructions] Our next question comes from Matt Olney of Stephens Inc.

I wanted to ask more about that securities portfolio being relatively flattish, and I'm curious how you expect to manage that securities book relative to your overall capital levels. And what's your current bias as to the size of that securities book in 2015?

I don't think I understand all the questions. Do you understand, Dave, what...

I'm not sure I followed.

Matt, try to give it to us again what you're asking for, maybe one question at a time?

Yes, sure. So the securities book was relatively flattish in the quarter, and I'm trying to get a better idea as to your expectation of the size of the securities book over the next few quarters? And the second part of that, I guess, was how you think about the size of securities book relative to how you think about your capital levels and the capital build that you want to see?

Well, let's start with one, I think, the first question, the investment portfolio being flattish. I think it's more flattish because, basically, we're seeing loans grow and we're not buying as many securities. And for us, that's a good thing. In fact, we would like to see our loan-to-deposit ratio grow. And it's always been hard when you do these acquisitions because we still have a number of loans that we think that are going to be outsourced at the banks that we acquired, maybe another couple of hundred million, a couple -- $250 million. But our thought is that we really would like to see the bond portfolio decrease and that money going to the loans. So the second question I think you're asking, how does that relate to capital? I don't know that we've ever thought about it in respect how it relates to capital. Let me...

Well, most of it's in HTM, right? So if you kind of come at it from that perspective, if rates -- I guess as they're going up, you're going to have an unrealized loss in that. But again, it's an HTM, so in theory, that really shouldn't impact us from a capital perspective unless you're looking at overall EVE as a concept.

Right, okay. I see where you're coming from on that, yes. I mean, over 90% -- probably, 90%, 95% of our deal is in HTM, and we've always been like that because of our capital ratios that we've had. And again, we're not -- I would say, we're not trying the call rates in any one form or fashion. I think that we're buying in all markets, and we're trying to stay with a very short duration and a very short average life. And where other banks, again -- as interest rates go up and they really do have loan portfolios that really and truly are uploading [ph], the bank will probably perform better than us. It will take us about 18 months for our portfolio to turn around and really take advantage of the increase in rates. But I think everybody does want to see an increase in rates. We may not want to see the valuations, because as we all know, those are going to -- will have a negative valuation on some of those -- a lot of our bond portfolio. But again, a lot of it is HTM and again, we're trying to stay with short duration and short average life.

Yes, that's helpful guys. And then I believe, Tim, you mentioned that the burn rate was elevated in the third quarter. I know it's a tricky question. But how much longer do you expect that burn rate to remain relatively elevated?

Well, I think that goes back to David's answer on the nonperforming assets. We expect the level to be likely where it is today for the next handful of quarters. And if we continue to see loans that don't fit our model, so to speak, and make efforts to move those out, I anticipate that the burn rate, hopefully, is not going to exceed the new loan production. But I think we're going to continue to see a fairly substantial burn rate until we move through some of these credits that don't fit us very well. I think the bulk of the refinancing has occurred. I mean, we've been going through that for 3 years or so now. And I think most of that is beyond -- it's not all of it, obviously, but a lot of that's beyond us. Another issue is the fact that the economy is so good in our marketplace is that people have profits in their assets. So we're continuing to see people sell assets and take those profits. So I think that's going to continue. Obviously, it's tied to the economy in our area. So I don't see a lot of change in the burn rate as a percentage of new loan production.

Yes, Matt. At the beginning of the year, we said, when we had these big acquisitions, that there are certain amount of loans that we thought we would lose over a period of time, 12 to 18 months. And what we did say is our organic portfolio grows 8% to 10% a year. So if you start at the beginning of the year with $6 million -- $6 billion before the acquisitions of other loans, we said, at 8%, that's about $480 million. And our goal for this year, and I think that we're right on track, is we said that, basically, we think our organic growth rate would offset any losses that we had in the banks that we acquire. And I think we've actually done a little bit better than that. We've actually grown loans overall, in addition to the loans that we're trying to outsource. I think the [indiscernible] would be, I think, at least another 12 months, probably.

Okay. And then lastly, can you give some commentary as far as the capital and the trust preferred status? And what the impact would be of losing the Tier 1 status from some of those trust preferred securities into 2015? And then kind of how you expect to replace that capital?

I guess I'll answer the last part first. I mean, it's correct to observe on the trust preferred for us, it's not going to count as Tier 1 Capital starting January 1. We'll only get in 2015, it will only count up to 25%. Then in 2016, it won't count, it counts 0. So with that in mind, we probably will redeem the trust preferred because it just doesn't help us from a Tier 1 capital perspective. So the second part...

I got the same question. Our total trust preferred, $167 million.

$167 million, yes.

And we're making about $300 million a year less the dividend, which is -- how much is our dividend now? It's going to be about $1.07. So you're talking about $70 million less of -- it should still leave us with retained equity, not -- barring any acquisitions or anything like that, of about $225 million. So you can obviously see that the earnings that we have will, even if we redeem the trust preferred, would offset any loss of that, plus still increase about, what, $160 mi, $40 million, $50 million, $60 million, $65 million, still increase additional capital in a year's time.

Yes. Even with the redemption, you're still looking at 8%, an 8% number by the time we get to the end of next year.

Right.

Our next question comes from Jon Arfstrom of RBC Capital Markets.

Just a question, Dave Hollaway, on expenses. It looks like FTEs came down quite a bit, and I'm just -- and expenses, the expense control was great. I'm just wondering if you feel like there's some more room there? Or is this kind of the natural balance in terms of where you were at -- you're at from an expense point of view?

Yes. I think Zalman jumps me, because the last quarter, I wasn't clear on this. And so maybe I can answer it a little bit better.

I think he was clear, that they just couldn't understand where you were.

But I think it's a good observation. And as we came through this last quarter, you do see significant headcount reduction, and that's just the natural evolution of when we acquire these other institutions and there's just this resetting of headcount and where we place everybody. So you saw a huge decrease, which really helped us from an expense reduction perspective. And so when you look forward, I think we're there. And we have Mike Epps is in the room with me. He'll correct me if I say this incorrectly. But I think from the acquisition perspective, we have done what we needed to do. I mean that's what -- I think you see in the third quarter. And what you don't see, and what has helped us, is it helped offset some of this regulatory expense that we've had to add, whether it be DFAS or some of the validation expenses around it or BSA or whatever. It helped soak some of that out. So when we look forward, I think the number you see is a good number. It may vary a little bit, but I think it's a good number, what you see today in this quarter.

Okay, okay. And then on the noninterest income, it was kind of a noisy quarter last quarter. Is this -- would you call this a pretty clean quarter from a noninterest income point of view? Or is there any call-outs in there?

No. I'd absolutely agree with that. I think this is a pretty -- actually, a good quarter without any noise in it.

Okay. Quick, just a question on credits, so I understand it. It sounds like you have maybe about 1/3 of the nonperformers that are going to be paid off, removed or renewed, but yet, you're saying it'll be flat. Is this something where you're actually -- you're seeing deterioration and you're expecting the categories to fill back up? Or is this something where you see some things in your acquired portfolio you don't like, and you're being proactive and trying to work them out early? Just to help me understand that.

Yes. Jon, there's -- none of this is unexpected. In fact, if you -- going back to look at our due diligence, it's almost [indiscernible]. You would almost think that we had some ESP or something, but we didn't. We have identified all of that. We knew that when we did the due diligence on the company. We think that this ratio would hold that because we have identified -- we have identified a certain amount of loans that we know that -- or that we do want in or out of the bank. And so when you're doing that, you're asking customers to do that, there's going to be a little bit of tension sometimes. But normally, when a loan has maybe been on interest-only for 3 or 4 years and you want the customer to start paying and they don't feel like they need to start paying principal payments, you just go through a little bit of a transition. And those are some of the things that would -- we're going to, that we can try to get the loans the way we want them or if we can't, well, then they're just going to beat us. But I don't think that there's anything unexpected, and then we counted on this to begin with, quite frankly.

Our next question comes from Bryce Rowe of Robert W. Baird. Bryce W. Rowe - Robert W. Baird & Co. Incorporated, Research Division: Just to follow up on the question about the trust preferred, and I might've missed this, but can you talk about the anticipated timing of the redemption for the trust preferreds?

Well, thanks. First of all, David or Charlotte can jump in, but we still have to notify the regulators that we want to do this or intend to do this. And of course, they have to sign off what we're doing at the same time. So I don't get -- if everything happens, which we think it will, you never know, but if all that happens, what do you think, Charlotte? Should I try and frame [ph] or Dave?

By the end of the first quarter '15.

Right.

[Operator Instructions] And this concludes our question-and-answer session. I would like to turn the conference back over to Ms. Charlotte Rasche for any closing remarks. And I do apologize, I do show that one more person has come into our question queue. The question that we have is going to come from Chris Stulpin of Merion Capital.

Just on the last question, you mentioned that you have to notify regulators when you attempt to exit your trust preferred position, and I believe the timing was for 1Q '15. Is that the timing for notifying regulators? Is that the timing for actually exiting the trust preferreds?

That was the timing for redeeming the trust preferred.

Okay, for redemption. Okay, perfect.

[Operator Instructions] And once again, this does conclude our question-and-answer session. I would like to turn the conference back over to Ms. Charlotte Rasche for any closing remarks.

Thank you, Ed. Thank you, ladies and gentlemen. We appreciate you taking the time to participate in our call today. We appreciate the support that we get for our company, and we will continue to work on building shareholder value. Thank you.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.