U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark one)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from
____________________to___________________________
Commission file number 333-88073
VISION BANCSHARES, INC.
(Name of small business issuer in its charter)
2201 West 1st Street
Gulf Shores, Alabama 36542
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (334) 967-4212
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act: None
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 ___ No [X]
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will
be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by referenced in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [ ]
State issuer's revenues for its most recent fiscal year. ($325,898)
State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the
common equity was sold, or the average bid and asked price of such common
equity, as of a specified date within the past 60 days. $3,214,170
Check whether the issuer has filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.
Yes_______ No_______
(Applicable only to corporate registrants)
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date. 809,317
Documents incorporated by reference
Not Applicable
Transitional Small Business Disclosure Format (check one)
Yes ___ No [X]
<PAGE>
PART I
ITEM 1
DESCRIPTION OF BUSINESS
General
Vision Bancshares was organized as an Alabama corporation on July 16, 1999,
to organize Vision Bank, and Vision Bancshares is a bank holding company
under the Bank Holding Act of 1956, as amended.
Vision Bancshares does not have any significant operations and serves
primarily as the parent company for Vision Bank. Under the Bank Holding Company
Act of 1956, as amended, Vision Bancshares, as a bank holding company, may
engage in certain bank related businesses that Vision Bank may not conduct,
although Vision Bancshares has no present plans for such activities. Vision
Bancshares has no employees, and its officers and directors receive no
compensation for their services to Vision Bancshares but, instead, they are
compensated for services performed in comparable capacities for Vision Bank.
Vision Bank is a state banking corporation organized under the laws of the
State of Alabama. Vision Bank provides general retail and commercial banking
services principally to customers in Gulf Shores and Baldwin County, Alabama.
Vision Bank does not provide trust or fiduciary services, but may do so in the
future. Vision Bank opened for business on March 29, 2000.
Between July 16, 1999, and March 29, 2000, Vision Bancshares was engaged
in filing regulatory applications, raising capital in a public offer, and
undertaking other activities in order to form Vision Bank.
Report of Recent Sales of Securities
On December 3, 1999, the company commenced a public sale of its common
stock, par value $1.00 per share, at a price of $10.00 per share, pursuant
to a registration statement filed with and declared effective by the
Securities and Exchange Commission on December 2, 1999, Registration No.
333-88073. As of March 29, 2000, 809,317 shares had been sold raising
$8,093,170. Of this amount, $7,500,000 has been injected as capital in
Vision Bank, and the remainder has been retained by the company to cover
the costs of the offering and preopening costs. The offer was for a
minimum of 800,000 shares and a maximum of 1,000,000 shares. The shares were
sold directly by the company, by J. Daniel Sizemore, as agent of the issuer,
without compensation, and the offer will terminate on March 31, 2000. Total
expenses (consisting of legal fees, accounting fees, printing costs,
registration and blue sky fees and mailing costs) of the offering are
approximately $106,000.
Risks in Industry
The banking business involves risks over which management has little, if
any, direct control. Some of these risks include:
* Loan Losses - Making loans involves the risk that loans will not be
repaid by the borrower. Vision Bank will reserve for potential loan
losses, but there is no precise method of predicting loan losses and
reserves could be insufficient to absorb losses.
* Changes in Interest Rates - Changes in interest rates, especially
increasing rates, can have a negative impact on profitability,
especially if loans made at lower rates are long-term loans.
* Asset/Liability Management - Vision Bank's profitability can be
affected by the spread between its interest income and interest
expense. If interest expense is greater than interest income, or if
interest expense increases at a rate higher than interest income,
profitability could be affected negatively.
Because Vision Bank is significantly smaller than the majority of our
competitors, and is a newly organized bank, it may lack the financial and
technological resources to compete successfully. Banking is a highly competitive
business. Vision Bank competes for customers and employees with banks that are
more established as well as with other financial and depository institutions.
Many of these institutions have much greater financial resources and experience.
The banking business is becoming more dependent on technology, and many
customers of banks are utilizing new ways to conduct their banking business such
as through the use of personal computers and the Internet. This technology is
enabling financial institutions to reach potential customers in geographic areas
and in ways not previously served by these institutions. In addition,
legislation recently passed by Congress will permit banks and bank holding
companies to acquire and operate securities firms, insurance companies, and
other businesses in the financial services industry. This legislation may be
particularly helpful to larger banks. We believe there is a need for an
independent, locally-owned bank in Vision Bank's proposed market area. We also
believe that Vision Bank has the benefit of experienced management.
Nevertheless, our Bank may not be able to compete successfully or profitably
with other financial institutions.
Because our business success depends significantly on key management
personnel, the departure of those personnel could impair operations. Vision Bank
depends greatly upon its senior management. We believe that Vision Bank has a
strong senior management team and that Vision Bank's incentive compensation and
employment arrangements will enhance its management and operations. J. Daniel
Sizemore is President, CEO and chairman of Vision Bancshares and Vision Bank.
Mr. Sizemore has 20 years in the banking business. The loss to Vision Bank of
the services of Mr. Sizemore, or any of its senior management, or the
inability to attract other experienced banking personnel could adversely
affect Vision Bank's business. Some of these adverse effects could include
the loss of personal contacts with existing or potential customers as well
as the loss of special technical knowledge, experience and skills of such
individuals who are responsible for the operations of Vision Bank. There was
no money spent by Vision Bancshares in the last two fiscal years on
company-sponsored research and development activities.
Regulations
Regulatory requirements may impose additional costs on Vision Bank and
adversely affect profitability. State and federal banking laws will have a
material effect on the business and operations of Vision Bancshares and Vision
Bank. The operation of Vision Bank and Vision Bancshares will at all times be
subject to these laws, regulations and procedures. The purpose of those laws is
to protect the financial stability of the banking system and consumer and
commercial confidence in that system and is not to protect investors. Vision
Bancshares and Vision Bank will be required to comply with all such laws,
regulations and procedures.
Vision Bancshares is a bank holding company registered with, and subject
to supervision by, the Board of Governors of the Federal Reserve System under
the Bank Holding Company Act of 1956 (the "BHC Act"). The Federal Reserve Board
may examine Vision Bancshares and Vision Bank.
Vision Bank is a state bank organized under the laws of the State of
Alabama and its deposits are insured by the Federal Deposit Insurance
Corporation ("FDIC") up to the maximum amount permitted by law. Vision Bank is
subject to regulation, supervision and regular examination by the Superintendent
of the Alabama State Banking Department and the FDIC. Federal and state banking
laws and regulations regulate, among other things, the scope of the banking
business conducted by Vision Bank, its loans and investments, reserves against
deposits, mergers and acquisitions, borrowings, dividends, minimum capital
requirements, and the locations of branch offices and certain facilities.
Under the Alabama Banking Code, a state bank may not declare or pay a
dividend in excess of 90% of the net earnings of such bank until the surplus of
the bank is equal to at least 20% of its capital, and thereafter the prior
written approval of the Superintendent is required if the total of all dividends
declared by the bank in any calendar al of its net earnings for that year
combined with its retained net earnings for the preceding two years less any
required transfers to surplus. No dividends, withdrawals or transfers may be
made from the bank's surplus without prior written approval of the
Superintendent. As a newly organized bank, Vision Bank may not pay dividends
during its first three years of operation without the prior approval of the
Superintendent and the FDIC.
ITEM 2
DESCRIPTION OF PROPERTY
Vision Bank's primary location is at 2201 West 1st Street, Gulf Shores,
Alabama 36545 with a branch at 25051 Canal Street, Orange Beach, Alabama 36561,
and its phone number is (334) 967-4212. Its mailing address is P.O. Box 1248,
Gulf Shores, Alabama 36547. Vision Bancshares will also be located at the
primary location of Vision Bank.
Vision Bank will operate out of temporary facilities until a 9600
square foot building is constructed. The building under construction
will be owned by Gulf Shores Investment Group, LLC, an entity owned
by certain organizers of Vision Bancshares. Construction should be completed
within nine months. Pending completion of the building, Vision Bank is
operating out of a temporary modular building on the site. The site is
located in the downtown area of the city, with a residential area behind
Vision Bank. Downtown Gulf Shores is a civic area; approximately two miles
south is the beach, located on the Gulf of Mexico. Two strip shopping
centers are within mile of downtown. Highway 59 near the bank site offers
access to and from the downtown district. Surrounding the bank office
building are other large and small office buildings with new construction
across the street and behind the building. The location is convenient to both
residential areas and businesses.
The branch is located on Canal Street in Orange Beach approximately 10
miles east of Gulf Shores, in a modular building. The permanent building,
under construction, will be a one story building consisting of approximately
3,500 square feet, to be owned by Gulf Shores Investment Group, LLC and leased
to Vision Bank. Construction should be completed within nine months. Pending
completion, the branch will operate out of a temporary modular building on the
site. The property is flanked by small businesses and is located near a prime
traffic conduit. The variety of the surrounding businesses will encourage use
at diverse hours; the site is located next to a retail center, across the street
from a movie theater, adjacent to a governmental authority and less than one
block from Columbia Southern University.
ITEM 3
LEGAL PROCEEDINGS
Not Applicable.
ITEM 4
SUBMISSION OF MATTERS TO A VOTE OF THE SECURITY HOLDERS
Not Applicable.
PART II
ITEM 5
MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND OTHER
SHAREHOLDER MATTERS
Marketability of Securities
No public trading market, or public price quotations of the shares,
exists for the common stock.
The Company has reserved options for 75,000 shares of common stock under
its stock option plans. No holders of shares of common stock or options have the
right to require that the Company undertake the registration of their shares or
to include their shares in any registration statement undertaken by the Company.
Vision Bancshares recently sold publicly 809,317 shares of common stock
at $10.00 per share pursuant to a prospectus dated December 3, 1999. The
company has 201 shareholders of record.
Dividend Policy
We do not expect the Bank or the Company will generate sufficient profit
to justify or allow it to pay dividends during the its first few years. The
Company will rely on the payment of dividends to it by the Bank in order to
provide funds for the payment of dividends by it to its shareholders. In no
event during the first three years of operations can any dividends be declared
or paid by the Bank without the approval of the Alabama Banking Department and
the Federal Deposit Insurance Corporation. In addition, banking regulations
restrict the payment of dividends under certain circumstances. Future dividend
policy of the Company will be subject therefore not only to banking regulations,
but to the discretion of the directors, and will be contingent on the Bank's
financial condition, capital requirements, general business conditions and other
factors. We do not expect cash dividends to be paid during at least the first
three years of operation, and all earnings will be retained for the Bank's
future needs.
ITEM 6
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Management's Discussion and Analysis of Financial Condition
and Plan of Operations
The following discussion of the financial condition of the Company should
be read in conjunction with the Company's financial statements and related
notes, which are included in this Annual Report on Form 10-KSB. See "Index to
Financial Statements."
The Company was organized as an Alabama corporation on July 16, 1999 to
operate as a bank holding company for a proposed bank to be organized under the
laws of the State of Alabama. Since inception, the main activities of the
Company have been centered on seeking, interviewing and selecting the Company's
directors and officers, applying for a state bank charter, applying for Federal
Deposit Insurance Corporation ("FDIC") deposit insurance, applying to become a
bank holding company and raising equity capital through an offering of
common stock.
The operations of the Company from July 16, 1999 ("Inception") through
December 31, 1999 (and until March 29, 2000) were funded by advances received
from the organizers. The organizers have agreed to contribute a total of
$619,000, of which $390,000 was outstanding at December 31, 1999. On January 31,
2000, all organizers of the Company signed a Capital Agreement which provided
that monies originally advanced to the Company to pay organizational expenses
shall be considered contributed capital and the Company's common stock
equivalent to $10 per share will be exchanged for the contributed capital upon
completion of the public offering.
Liquidity and Interest Rate Sensitivity
Since the Company has been in the organizational stage, there are no
results to present at this time. Nevertheless, once the Bank commences
operations, net interest income, the Company's primary source of earnings, will
fluctuate with significant interest rate movements. To lessen the impact of
these margin swings, management intends to structure the balance sheet so that
repricing opportunities exist for both assets and liabilities in roughly
equivalent amounts at approximately the same time intervals. Imbalance in these
repricing opportunities at any point in time constitute interest rate
sensitivity.
Interest rate sensitivity refers to the responsiveness of interest-bearing
assets and liabilities to change in market interest rates. The rate sensitive
position, or gap, is the difference in the volume of rate sensitive assets and
liabilities at a given time interval. The general objective of gap management
is to manage actively rate sensitive assets and liabilities so as to reduce the
impact of interest rate fluctuations on the net interest margin. Management will
generally attempt to maintain a balance between rate sensitive assets and
liabilities as the exposure period is lengthened to minimize the Bank's overall
interest rate risks.
The asset mix of the balance sheet will be evaluated regularly in terms of
several variables: yield, credit quality, appropriate funding sources and
liquidity. To manage effectively the liability mix of the balance sheet,
management plans to focus on expanding the various funding sources.
As the Bank continues to grow, management will continuously structure its
rate sensitivity position in an effort to hedge against rapidly rising or
falling interest rates. The Bank's Asset and Liability Management Committee will
meet on a quarterly basis to develop management's strategy for the upcoming
period. Such strategy includes anticipation of future interest rate movements.
Liquidity represents the ability to provide steady sources of funds for
loan commitments and investment activities, as well as to maintain sufficient
funds to cover deposit withdrawals and payment of debt and operating
obligations. These funds can be obtained by converting assets to cash or by
attracting new deposits. The Bank's primary source of liquidity will come from
its ability to maintain and increase deposits.
Management knows of no trends, demands, commitments, events or
uncertainties that should result in or are reasonably likely to result in the
Company's liquidity increasing or decreasing in any material way in the
foreseeable future, other than this offering.
Capital Adequacy
There are now two primary measures of capital adequacy for banks and bank
holding companies: (1) risk-based capital guidelines and (2) the leverage ratio.
The risk-based capital guidelines measure the amount of a bank's required
capital in relation to the degree of risk perceived in its assets and its off-
balance sheet items. Under the risk-based capital guidelines, capital is divided
into two "tiers." Tier 1 capital consists of common shareholders' equity,
noncumulative and cumulative (bank holding companies only) perpetual preferred
stock and minority interest. Goodwill is subtracted from the total. Tier 2
capital consists of the allowance for loan losses, hybrid capital instruments,
term subordinated debt and intermediate term preferred stock. Banks are required
to maintain a minimum risk-based capital ratio of 8.0%, with at least 4.0%
consisting of Tier 1 capital.
The second measure of capital adequacy relates to the leverage ratio. The
FDIC and the Alabama Department of Banking has established a 3.0% minimum
leverage ratio requirement. The leverage ratio is computed by dividing Tier 1
capital by total assets. For banks that have not received the highest regulatory
rating by their primary regulator (which includes the Bank), the minimum
leverage ratio should be 3.0% plus an additional cushion of at least 1% to 2%,
depending upon risk profiles and other factors.
A new rule was recently promulgated by the Federal Reserve Board of
Governors (the "Federal Reserve"), the OCC and the FDIC that adds a measure of
interest rate risk to the determination of supervisory capital adequacy. In
connection with this new rule, the agencies have also proposed a measurement
process to measure interest rate risk. Under this proposal, all items reported
on the balance sheet, as well as off-balance sheet items, would be reported
according to maturity, repricing dates and cash flow characteristics. A bank's
reporting position would be multiplied by duration-based risk factors and
weighted according to rate sensitivity. The net risk weighted position would be
used in assessing capital adequacy. The objective of this complex proposal is
to determine the sensitivity of a bank to various rising and declining interest
rate scenarios.
Management believes that the net proceeds of its recent offering should
satisfy the Company's and the Bank's cash requirements for at least the
three-year period following the opening of the Bank. Accordingly, management
does not anticipate that it will be necessary to raise additional funds for
the operation of the Company or the Bank over the next three years. For
additional information regarding the plan of operations for the Company and
the Bank, see "Description of Business."
ITEM 7
FINANCIAL STATEMENTS
VISION BANCSHARES, INC.
(A Development Stage Company)
FINANCIAL REPORT
DECEMBER 31, 1999
INDEX TO FINANCIAL STATEMENTS
Page
INDEPENDENT AUDITOR'S REPORT 1
FINANCIAL STATEMENTS
Balance sheet as of December 31, 1999 2
Statement of loss and accumulated deficit
for the period from July 16, 1999, date of
inception, to December 31, 1999 3
Statement of stockholder's deficit for the
period from, July 16, 1999, date of
inception to December 31, 1999 4
Statement of cash flows for the period from
July 16, 1999, date of inception,
to December 31, 1999 5
Notes to financial statements 6-8
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders
Vision Bancshares, Inc.
Gulfshores, Alabama
We have audited the accompanying balance sheet of Vision Bancshares,
Inc., a development stage company, as of December 31, 1999, and the related
statements of loss and accumulated deficit, stockholder's deficit and cash
flows for the period from July 16, 1999, date of inception, to December 31,
1999. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Vision
Bancshares, Inc. as of December 31, 1999, and the results of its operations
and its cash flows for the period from July 16, 1999, date of inception, to
December 31, 1999, in conformity with generally accepted accounting
principles.
Albany, Georgia
March 17, 2000
<PAGE>
<TABLE>
VISION BANCSHARES, INC.
(A Development Stage Company
BALANCE SHEET
DECEMBER 31, 1999
ASSETS
<S> <C>
Cash in bank $ 30,748
Equipment 19,375
Deferred stock offering costs 56,748
Other assets 61,580
$ 168,451
LIABILITIES AND STOCKHOLDER'S DEFICIT
LIABILITIES
Due to organizers $ 390,000
Other liabilities 94,500
Total liabilities 484,500
STOCKHOLDER'S DEFICIT
Common stock, $1 par value; 10,000,000 shares authorized
100 shares issued and outstanding 100
Additional paid-in capital 9,749
Deficit accumulated during the development stage (325,898)
Total stockholder's deficit (316,049)
$ 168,451
<FN>
See Notes to Financial Statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
VISION BANCSHARES, INC.
(A Development Stage Company)
STATEMENT OF LOSS AND ACCUMULATED DEFICIT
PERIOD FROM JULY 16, 1999, DATE OF INCEPTION,
TO DECEMBER 31, 1999
<S> <C>
Income $ --
Expenses
Organizational expense 149,256
Personnel expenses 136,786
Interest 8,849
Postage and telephone 5,088
Legal and professional 3,680
Rental expense 3,720
Automobile expense 1,205
Education and training 3,551
Dues 6,475
Miscellaneous 7,288
325,898
Net loss for the period and accumulated deficit $(325,898)
<FN>
See Notes to Financial Statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
VISION BANCSHARES, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDER'S DEFICIT
PERIOD FROM JULY 16, 1999, DATE OF INCEPTION,
TO DECEMBER 31, 1999
<CAPTION>
Deficit
Accumulated
Additional During the Total
Common Stock Paid-In Development Stockholder's
Shares Par Value Capital Stage Deficit
<S> <C> <C> <C> <C> <C>
Issue of common stock 100 $ 100 $ 900 $ -- $ 1,000
Imputed interest on advances from
organizer credited to capital
surplus -- -- 8,849 -- 8,849
Net loss for the period from
July 16, 1999, date of inception,
to December 31, 1999 -- -- -- (325,898) (325,898)
Balance, December 31, 1999 100 $ 100 $9,749 $(325,898) $(316,049)
<FN>
See Notes to FINANCIAL Statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
VISION BANCSHARES, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
PERIOD FROM JULY 16, 1999, DATE OF INCEPTION,
TO DECEMBER 31, 1999
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(325,898)
Adjustment to reconcile net loss to net cash used in
operating activities:
Imputed interest on advances from organizer 8,849
Other prepaids and accruals, net (43,203)
Net cash used in operating activities (360,252)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from advances by organizer 390,000
Proceeds from issuance of common stock 1,000
Net cash provided by financing activities 391,000
Net increase in cash 30,748
Cash at beginning period --
Cash at end of period $ 30,748
<FN>
See Notes to Financial Statements.
</FN>
</TABLE>
<PAGE>
VISION BANCSHARES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
Vision Bancshares, Inc. (the "Company") was organized as an Alabama Corporation
on July 16, 1999 to operate as a bank holding company pursuant to the Federal
Bank Holding Company Act of 1956, as amended, and to purchase 100% of the issued
and outstanding capital stock of Vision Bank (the "Bank"), an association to be
organized under the laws of the State of Alabama, which will conduct a general
banking business in Gulf Shores, Alabama. The organizers have filed an
application with the State of Alabama Department of Banking (the "ADB") to
charter the proposed bank. The Company has filed an application to become a bank
holding company with the Board of Governors of the Federal Reserve System (the
"Federal Reserve") and the ADB. Upon obtaining regulatory approval, the Company
will be a registered bank holding company subject to regulation by the Federal
Reserve and the ADB.
Activities since inception have consisted of the organizers of the Company and
the Bank engaging in organizational and preopening activities necessary to
obtain regulatory approvals and to prepare to commence business as a financial
institution.
Significant Accounting Policies
Basis of Presentation
The financial statements have been prepared on the accrual basis in accordance
with generally accepted accounting principles.
Income Taxes
The Company will be subject to Federal and state income taxes when taxable
income is generated. No income taxes have been accrued because of operating
losses incurred during the preopening period.
Fiscal Year
The Company will adopt a calendar year for both financial reporting and tax
reporting purposes.
NOTE 2. OTHER ASSETS
Other assets consist of $26,251 paid as an option on the purchase of land on
which the proposed bank will be constructed and $35,329 paid to architects
and others for building plans. The Company intends to lease the building to
serve as the Bank's main office. The Bank's premises will be owned by an
entity owned by certain organizers of the Company. The Company expects the
amounts included in other assets to be reimbursed by the entity which will
own the building and lease it to the Bank.
NOTE 3. DUE TO ORGANIZER
Organizers have advanced $390,000 to the Company to pay for organizational
expenses and other expenditures. The advances are noninterest bearing.
Interest on advances from the organizers has been imputed at the rate of
8.25% through January 31, 1999.
On January 31, 2000, all organizers of the Company signed a Capital Agreement
which provided that monies originally advanced to the Company to pay for
organizational expenses shall be considered contributed capital and the
Company's common stock equivalent to $10 per share will be exchanged for the
contributed capital upon completion of the public offering.
NOTE 4. EMPLOYMENT AGREEMENT
The Company has entered into an employment agreement with the proposed
President and Chief Executive Officer of the Company and Chairman and Chief
Executive Officer of the Bank. The agreement has a three year term and may be
renewed daily for a continuous three years. The agreement may only be
terminated upon three years' notice except that the agreement may be
terminated by the Company at any time for cause. The agreement provides for a
base annual salary of $120,000, with up to 30% of base salary as a bonus, a
monthly car allowance of $750, reimbursement for business travel, country
club and civic dues, and life and disability insurance. The agreement also
provides that the proposed officer will receive options of 35,000 shares of
the Company's common stock at a price of $10 per share.
NOTE 5. COMMON STOCK OFFERING
The Company has filed a Registration Statement on Form SB-2 with the Securities
and Exchange Commission offering for sale a minimum of 800,000 and a maximum of
1,000,000 shares of the Company's $1 par value common stock at a price of $10
per share. The organizers intend to purchase an aggregate of 422,500 shares of
common stock in the offering at a price of $10 per share.
<PAGE>
ITEM 8
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
Not Applicable.
PART III
ITEM 9
DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES
The table below lists the directors and executive officers of
Vision Bancshares.
<TABLE>
<CAPTION>
Position
with Vision Bancshares Principal Occupation
Name and Age and Vision Bank for the Last Five Years
<S> <C> <C>
J. Daniel Sizemore, 51 President, CEO and CEO and Chairman
Chairman of the Board of Vision Bancshares and
of Vision Bancshares Vision Bank since April, 1999;
& Vision Bank and President since December,
1999; President and Chief
Executive Officer, The Bank,
Birmingham, Alabama
1998 - 1999;
President and Chief Executive
Officer, Commerce Bank
of Alabama,
Albertville, Alabama
1994 - 1998
James Ryan Owen, Jr., 47 Director of Vision Bancshares President, Gulf Shores
& Vision Bank Title Insurance Co., Inc.
(Title Insurance Company)
Olen E. Crawford, 47 Vision Bancshares Director Business Developer
(self-employed) since 1998;
President, Call Points
Business Unit of Vialog
Communication 1997-1998;
Executive Vice President,
Conference Source International,
1992-1997
Joe C. Campbell, 53 Vision Bancshares Director District Manager, ALFA
Insurance Company
(General Insurance)
Donald W. Peak, 59 Director of Vision Bancshares President, Forest Manor
& Vision Bank Nursing Home, Inc.
(long-term care facility);
President, Phoenix Therapy
Associates (rehabilitation
therapy); President, Central
Medical Supplies of Alabama
(durable medical equipment)
Thomas Gray Skipper, 28(1) Vision Bancshares Director Vice President, Scotch
Plywood Company
Gordon Barnhill, Jr., 44 Director of Vision Bancshares Owner, Barnhill Land
& Vision Bank and Real Estate
(Real Estate Business)
and farmer
Daniel M. Scarborough, M.D., 54 Director of Vision Bancshares Vice President, Community
& Vision Bank Health Systems, Inc. since 1997;
Private practice of medicine
prior to July 4, 1997
Patrick Willingham, CPA, 54 Director of Vision Bancshares President and CEO,
& Vision Bank Community Health
Systems, Inc.
(Certified Public Accountant)
S. Millard Johnson, 75 Vision Bancshares Director Retired Business Executive
William T. Carlson, Jr., 48 Vision Bancshares Director Of Counsel,
Capell & Howard, P.C.
(Lawyer)
Rick A. Phillips, 47 Director of Vision Bancshares Owner, Professional Real
& Vision Bank Estate Partners, Inc.
(Real Estate Brokerage
and Marketing)
William D. Moody, 52 Director of Vision Bancshares President, Alpha Development
& Vision Bank Group, Inc.
(Real Estate Development)
George W. Skipper, III, 54(1) Vision Bancshares Director Vice President, Skipper
Insurance
(General Insurance)
Julian Brackin, 49 Vision Bancshares Director Partner, Brackin and
McGriff, P.C.
(Attorney)
Nancy Jayne Jackson, 42 Senior Vice President Senior Vice President,
Vision Bancshares; Senior
Vice President, Operations;
Ready Bank,
Ft. Walton Beach, Florida,
1999; Vice President and
Information Systems Auditor,
Aliant Bank, Montgomery,
Alabama prior to 1999.
Debbie McBride, 48 Secretary Vice president - Credit
Administration Compliance
Officer, Community Investment
Act Officer, Secretary of
Vision Bank, Secretary of
Vision Bancshares, since
March, 2000; Vice President,
Compliance Specialist, Colonial
Bank, Foley and Montgomery,
prior to March, 2000
<FN>
(1) George W. Skipper, III is the father of Thomas Gray Skipper.
</FN>
</TABLE>
ITEM 10
EXECUTIVE COMPENSATION
Officers of Vision Bancshares and Vision Bank will serve at the discretion
of the board of directors.
<TABLE>
Summary Compensation Table
<CAPTION>
Annual Compensation Long Term
Compensation
Awards
Name and Securities
Principal Other Annual Underlying
Position Year Salary ($) Bonus ($) Compensation Options (#)
<S> <C> <C> <C> <C> <C>
J. Daniel Sizemore
Chairman and CEO 1999 $91,375 $0 $0 35,000(1)
<FN>
(1) The exercise price is $10.00 per share.
</FN>
</TABLE>
<TABLE>
Options Granted
<CAPTION>
Number of
Securities % of Total
Underlying Options
Options to be Granted to Exercise Price
Name Granted Employees ($/Sh) Expiration Date
<S> <C> <C> <C> <C>
J. Daniel Sizemore 35,000 70% $10 10 Years
</TABLE>
Employment Agreements
J. Daniel Sizemore has an employment agreement with Vision Bancshares to
serve as president and chief executive officer of Vision Bancshares and chairman
and chief executive officer of Vision Bank. The agreement has a three year term
and may be renewed daily for a continuous three year term. The agreement may
only be terminated upon three years notice except that the agreement may be
terminated by Vision Bancshares at any time for cause. Mr. Sizemore will receive
a base salary of $120,000 per year, and be entitled to certain benefits such as
life insurance, a $750 per month automobile allowance, and country club and
civic dues. The agreement also provides that Mr. Sizemore will receive options
of 35,000 shares of Vision Bancshares's common stock at a price of $10 per
share.
Gulf Shores Investment Group, LLC (the "Investment Group") is an Alabama
limited liability company that proposes, subject to regulatory approval, to own
the real estate and construct and own the buildings for Vision Bank's main
office and branch office. The Investment Group will be formed by those persons
who are directors of Vision Bancshares, except Olen E. Crawford. The lease
agreement for Vision Bank's main office will have a three year term and will
provide for annual lease payments of $155,295, payable monthly with additional
rental payments made based upon certain operating costs of the building. The
lease may be extended for three, three year terms. Vision Bank will operate out
of a temporary modular unit owned by Vision Bank for approximately nine months
and will pay $2,630 per month in ground lease payments to the Investment Group.
The lease for the branch office will have a three year term and provide for
annual lease payments of $63,000, payable monthly, with additional rental
payments made based upon certain operating costs of the building. The lease may
be extended for three, three year terms. It is anticipated that the construction
of the branch office will not be completed until approximately August, 2000. In
the meantime, the Investment Group will lease the ground for the branch to
Vision Bank at a monthly lease of $1,975. Vision Bank will maintain a temporary
modular building on this site for use as the branch bank premises. The
Investment Group will purchase the site of this branch from George W. Skipper,
III, and Thomas Grey Skipper, organizers and directors of Vision Bancshares, for
a purchase price of $275,000.
Each of the organizers has signed an agreement providing that each person
will contribute up to a maximum of $25,000 to pay his pro rata portion of the
organizational expenses for Vision Bank and Vision Bancshares. The agreement
provides that upon receipt of appropriate regulatory approvals, Vision Bank will
reimburse the organizers for these expenses. From these contributions, Vision
Bancshares paid $17,500 on an option to purchase the land on which Vision Bank
will be located and $7,280 to architects for building plans. The Investment
Group will reimburse Vision Bancshares for these payments.
In the opinion of the directors of Vision Bancshares, the terms of these
lease agreements (including the purchase price for the branch site) and
reimbursements for costs between the Investment Group and Vision Bancshares or
Vision Bank are at least as favorable as those that could have been obtained
from an unaffiliated party.
In the future, Vision Bank may make loans to its directors and officers in
the ordinary course of business. Such loans, or other banking transactions
involving these persons, will be made on the same terms, including interest rate
and collateral requirements, that Vision Bank would make to the general public.
ITEM 11
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS
The following table shows the beneficial ownership of the shares of
common stock of the directors and executive officers of Vision Bancshares,
with 809,317 shares outstanding.
<TABLE>
<CAPTION>
Number of Shares of
Name and Address Common Stock to be Owned Percentage Ownership
<S> <C> <C>
J. Daniel Sizemore 72,500(1) 8.59%(1)
33343 River Road
Orange Beach, AL 36561
James R. Owen, Jr. 25,100(2) 3.10%
P.O. Box 895
Gulf Shores, AL 36547
Olen E. Crawford 50,000 6.17%
7001 Val Monte Drive
Guntersville, AL 35976
Joe C. Campbell 33,000 4.08%
110 Eagle Drive
Albertville, AL 35951
Donald W. Peak 28,000 3.55%
2401 32nd Street
Northport, AL 35476
Thomas Gray Skipper 25,000 3.09%
1452 Drewry Road
Monroeville, AL 36460
Gordon Barnhill, Jr. 25,100(3) 3.10%
Post Office Box 644
Robertsdale, AL 36567
Daniel M. Scarborough, M.D. 25,000(4) 3.09%
30815 Peninsula Drive
Orange Beach, AL 36561
Patrick Willingham, CPA 25,000(5) 3.09%
30475 Harbour Drive
Orange Beach, AL 36561
S. Millard Johnson 25,100(6) 3.10%
P.O. Box 375
216 W. Canal Road
Gulf Shores, AL 36547
William T. Carlson, Jr. 25,100(7) 3.10%
3038 Taralane Drive
Birmingham, AL 35216
Rick A. Phillips 30,000 3.70%
Post Office Box 3351
Gulf Shores, AL 36547
William D. Moody 30,000 3.70%
4170 Spinnaker Drive
Unit #1020-D
Gulf Shores, AL 36542
George W. Skipper, III 79,000 9.76%
307 Skipper Drive
Jackson, AL 36545
Julian Brackin 25,000 3.09%
1261 Patrick Street
Daphne, AL 36526
Nancy Jayne Jackson 0 0%
9055 Eagle Lane
Foley, AL 36535
Debbie McBride 0 0%
Post Office Box 1248
Gulf Shores, AL 36547
All Directors and Officers
as a group (17 persons) 522,900(8) 61.93%
<FN>
(1) Includes 35,000 shares subject to options to be granted to Mr. Sizemore
under the Incentive Stock Compensation Plan and 500 shares to be acquired
by his wife.
(2) Includes 100 shares owned directly and 25,000 shares in a limited liability
company over which Mr. Owen is managing member.
(3) Includes 100 shares owned directly and 25,000 shares over which Mr.
Barnhill has indirect control as manager of a limited liability company/
(4) Dr. Scarborough is medical director of Community Health Systems, a non-
profit corporation, which will acquire 50,000 shares. Dr. Scarborough
disclaims any beneficial ownership of those shares. See footnotes (4) and
(5).
(5) Mr. Willingham is president of Community Health Systems. Mr. Willingham
disclaims any beneficial ownership over shares to be acquired by that
entity. See footnotes (2), (4) and (5).
(6) Mr. Johnson is a director of Community Health Systems and will own 100
shares directly. Mr. Johnson will vote 25,000 of the 50,000 shares to be
owned by that entity. See footnote (2).
(7) Mr. Carlson is a director of Community Health Systems and will own 100
shares directly. Mr. Carlson will vote 25,000 of the 50,000 shares to be
owned by that entity. See footnote (2).
(8) Includes options referenced in footnote (1). The percentage for the group
assumes that shares subject to options have been issued.
</FN>
</TABLE>
ITEM 12
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Gulf Shores Investment Group, LLC (the "Investment Group") is an Alabama
limited liability company that proposes, subject to regulatory approval, to own
the real estate and construct and own the buildings for Vision Bank's main
office and branch office. The Investment Group will be formed by those persons
who are directors of Vision Bancshares, except Olen E. Crawford . The lease
agreement for Vision Bank's main office will have a three year term and will
provide for annual lease payments of $155,295, payable monthly with additional
rental payments made based upon certain operating costs of the building. The
lease may be extended for three, three year terms. Vision Bank will operate out
of a temporary modular unit owned by Vision Bank for approximately nine months
and will pay $2,630 per month in ground lease payments to the Investment Group.
The lease for the branch office will have a three year term and provide for
annual lease payments of $63,000, payable monthly, with additional rental
payments made based upon certain operating costs of the building. The lease may
be extended for three, three year terms. It is anticipated that the construction
of the branch office will not be completed until approximately August, 2000. In
the meantime, the Investment Group will lease the ground for the branch to
Vision Bank at a monthly lease of $1,975. Vision Bank will maintain a temporary
modular building on this site for use as the branch bank premises. The
Investment Group will purchase the site of this branch from George W. Skipper,
III, and Thomas Grey Skipper, organizers and directors of Vision Bancshares, for
a purchase price of $275,000.
Each of the organizers has signed an agreement providing that each person
will contribute up to a maximum of $25,000 to pay his pro rata portion of the
organizational expenses for Vision Bank and Vision Bancshares. The agreement
provides that upon receipt of appropriate regulatory approvals, Vision Bank will
reimburse the organizers for these expenses. From these contributions, Vision
Bancshares paid $17,500 on an option to purchase the land on which Vision Bank
will be located and $7,280 to architects for building plans. The Investment
Group will reimburse Vision Bancshares for these payments.
In the opinion of the directors of Vision Bancshares, the terms of these
lease agreements (including the purchase price for the branch site) and
reimbursements for costs between the Investment Group and Vision Bancshares or
Vision Bank are at least as favorable as those that could have been obtained
from an unaffiliated party.
In the future, Vision Bank may make loans to its directors and officers in
the ordinary course of business. Such loans, or other banking transactions
involving these persons, will be made on the same terms, including interest rate
and collateral requirements, that Vision Bank would make to the general public.
ITEM 13
EXHIBITS AND REPORTS
Exhibit and Description
Exhibit 3 - Articles and By-laws:
Vision Bancshares, Inc. Articles and By-laws filed as Exhibits 3.1 and 3.2
respectively to the Form SB-2 Registration Statement filed on September 28,
1999, and incorporated herein by reference.
Exhibit 4 - Instruments Defining the Rights of Holders, Including Indentures
Sections 3.03 and 3.04 of Article VI of the Articles of Incorporation
contained in Exhibit 3 hereof and incorporated herein by reference and Article
II and Section 2 of Article III of the Bylaws contained in Exhibit 3 hereof and
incorporated herein by reference.
Exhibit 10 - Material Contracts.
(A) Vision Bancshares, Inc. Incentive Stock Compensation Plan filed as
Exhibit 10.1 to the Form SB-2 Registration Statement filed on September 28,
1999, and incorporated herein by reference.
(B) Vision Bancshares, Inc. Director Stock Option Plan as Exhibit 10.2 to
the Form SB-2 Registration Statement filed on September 28, 1999, and
incorporated herein by reference
(C) Vision Bancshares, Inc. Employee Stock Purchase Plan filed as Exhibit
10.3 to the Form SB-2 Registration Statement filed on September 28, 1999, and
incorporated herein by reference.
(D) Lease Agreement with Gulf Shores Investment Group, LLC filed as Exhibit
10.5 to the Amendment to Form SB-2 Registration Statement filed on September 28,
1999, and incorporated herein by reference.
Exhibit 21 - Subsidiaries of the Registrant.
Exhibit 24 - Power of Attorney.
Powers of attorney for Officers and Directors, included in the signature
page of this Form 10-KSB Annual Report, and incorporated herein by reference.
Exhibit 27 - Financial Data Schedule
<PAGE>
SIGNATURES
In accordance with Section 13 or 15 (d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Vision Bancshares, Inc.
By: /s/ J. Daniel Sizemore
_______________________________________
J. Daniel Sizemore, Chairman, President
and Chief Executive Officer
Date March 29, 2000
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints J. Daniel Sizemore as his true and
lawful attorney-in-fact and agent, with full power of substitution, for him
and in his name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this Form 10-KSB
Annual Statement, and to file the same, with all exhibits thereto and all
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent, or his substitute, may lawfully do
or cause to be done by virtue hereof.
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on March 29, 2000.
SIGNATURE TITLE
/s/ J. Daniel Sizemore Chairman, President and CEO,
____________________________________ Principal Financial Officer
(J. Daniel Sizemore)
/s/ James Ryan Owen, Jr. Director
____________________________________
(James Ryan Owen, Jr.)
/s/ Joe C. Campbell Director
____________________________________
(Joe C. Campbell)
/s/ Donald W. Peak Director
____________________________________
(Donald W. Peak)
/s/ Thomas Gray Skipper Director
____________________________________
(Thomas Gray Skipper)
/s/ Gordon Barnhill, Jr. Director
____________________________________
(Gordon Barnhill, Jr.)
/s/ Daniel W. Scarborough Director
____________________________________
(Daniel W. Scarborough, M.D.)
/s/ Patrick Willingham Director
____________________________________
(Patrick Willingham, C.P.A.)
/s/ S. Millard Johnson Director
____________________________________
(S. Millard Johnson)
Director
____________________________________
(William T. Carlson, Jr.)
Director
____________________________________
(Rick A. Phillips)
Director
____________________________________
(William D. Moody)
/s/ George W. Skipper, III Director
____________________________________
(George W. Skipper, III)
/s/ Julian Brackin Director
____________________________________
(Julian Brackin)
/s/ Olen E. Crawford Director
____________________________________
(Olen E. Crawford)
<PAGE>
Supplemental Information to be Furnished with Reports Filed Pursuant to
Section 15(d) of the Act by Registrants Which Have Not Registered
Securities Pursuant to Section 12 of the Act
The registrant has not distributed an annual report or proxy
material to its security holders.
<PAGE>
Exhibit 21
LIST OF SUBSIDIARIES OF VISION BANCSHARES, INC.
Vision Bank is a solely owned subsidiary of Vision Bancshares, Inc. and
is an Alabama Banking Corporation.
<TABLE> <S> <C>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 30,748
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 0
<ALLOWANCE> 0
<TOTAL-ASSETS> 168,451
<DEPOSITS> 0
<SHORT-TERM> 390,000
<LIABILITIES-OTHER> 94,500
<LONG-TERM> 0
0
0
<COMMON> 100
<OTHER-SE> (316,149)
<TOTAL-LIABILITIES-AND-EQUITY> 168,451
<INTEREST-LOAN> 0
<INTEREST-INVEST> 0
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 0
<INTEREST-DEPOSIT> 0
<INTEREST-EXPENSE> 8,849
<INTEREST-INCOME-NET> (8,849)
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 317,049
<INCOME-PRETAX> (325,898)
<INCOME-PRE-EXTRAORDINARY> (325,898)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (325,898)
<EPS-BASIC> 0
<EPS-DILUTED> 0
<YIELD-ACTUAL> 0
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 0
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 0
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
