<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
Commission file number 2-78572
UNITED BANCORPORATION OF ALABAMA, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
- --------------------------------------------------------------------------------
Delaware 63-0833573
- --------------------------------------------------------------------------------
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
P.O. Drawer 8, Atmore, AL 36504
- --------------------------------------------------------------------------------
(Address of principal executive offices)
334-368-2525
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code:)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such report(s), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of May 3, 2000.
Class A Common Stock.... 1,090,531 Shares
Class B Common Stock.... -0- Shares
<PAGE> 2
UNITED BANCORPORATION OF ALABAMA, INC.
FORM 10-Q
For the Quarter Ended March 31, 2000
INDEX
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION PAGE
----
<S> <C> <C>
Item 1. Financial Statements
Consolidated Balance Sheets 3
Consolidated Statements of Operations and Comprehensive Income 4
Consolidated Statement of Cash Flows 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 7
Item 3. Market Risk Disclosures 10
PART II - OTHER INFORMATION 13
Item 2. Changes in Securities 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 6. (a) Exhibit 10.4 1999 Employee Stock Purchase Plan of United
Bancorporation of Alabama, Inc. (incorporated
herein by reference from Appendix A to the
corporation's definitive proxy statement dated
April 10, 2000)
Exhibit 10.5 Real Estate Option Agreement dated as
of the 31st day of March, 2000 between
United Bancorporation of Alabama, Inc. and
Juniper Development, L.L.C.
Exhibit 27 Financial Data Schedule
(b) Reports on Form 8-K 14
</TABLE>
<PAGE> 3
ITEM 1.
UNITED BANCORPORATION OF ALABAMA, INC.
AND SUBSIDIARY
CONSOLIDATED
BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
Unaudited Audited
------------- -------------
<S> <C> <C>
Assets
Cash and due from banks $ 10,165,357 10,312,090
Federal funds sold 2,865,000 22,645,000
------------- -------------
Cash and cash equivalents
13,030,357 32,957,090
Interest bearing deposits with other
financial institutions -- --
Securities available for sale (amortized cost of $53,667,287
and 44,310,451 respectively) 52,272,652 42,962,734
Securities held to maturity (market values of $15,124,791
and $15,152,215 respectively) 15,407,571 15,545,733
Loans 129,347,538 123,695,962
Less: Unearned income 12,322 19,448
Allowance for loan losses 1,742,797 1,676,274
------------- -------------
Net loans 127,592,419 122,000,240
Premises and equipment, net 4,904,508 4,979,984
Interest receivable and other assets 3,127,067 3,521,463
------------- -------------
Total assets 216,334,574 221,967,244
============= =============
Liabilities and Stockholders' Equity
Deposits:
Non-interest bearing $ 29,336,888 29,211,226
Interest bearing 147,218,184 153,997,225
------------- -------------
Total deposits 176,555,072 183,208,451
Securities sold under agreements to repurchase 10,418,701 8,935,003
Other borrowed funds 9,907,265 9,787,762
Accrued expenses and other liabilities 1,277,781 2,389,365
------------- -------------
Total liabilities 198,158,819 204,320,581
Stockholders' equity:
Class A common stock. Authorized 5,000,000
shares of $.01 par value; 1,154,081 and 1,149,281
shares issued respectively 11,541 11,494
Class B common stock of $.01 par value
Authorized 250,000 shares;
-0- shares issued and outstanding 0 0
Preferred stock of $.01 par value. Authorized
250,000 shares; -0- shares issued
and outstanding 0 0
Surplus 4,904,682 4,804,489
Accumulated other comprehensive
income (836,781) (808,600)
Retained earnings 14,561,903 14,104,870
------------- -------------
18,641,345 18,112,253
Less 63,550 treasury shares, at cost 465,590 465,590
------------- -------------
Total stockholders' equity 18,175,755 17,646,663
------------- -------------
Total liabilities and stockholders' equity 216,334,574 221,967,244
============= =============
</TABLE>
3
<PAGE> 4
UNITED BANCORPORATION OF ALABAMA, INC.
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
March 31
2000 1999
---------- ----------
<S> <C> <C>
Interest income:
Interest and fees on loans 3,026,569 2,684,715
Interest on investment securities available for sale:
Taxable 578,538 634,564
Nontaxable 157,524 110,576
Interest on investment securities held to maturity:
Taxable 81,867 91,086
Nontaxable 126,817 138,951
---------- ----------
Total investment income 944,746 975,177
Other interest income 211,829 30,745
---------- ----------
Total interest income 4,183,144 3,690,637
Interest expense:
Interest on deposits 1,684,546 1,420,916
Interest on other borrowed funds 288,920 233,603
---------- ----------
Total interest expense 1,973,466 1,654,519
Net interest income 2,209,678 2,036,118
Provision for loan losses 115,000 199,000
---------- ----------
Net interest income after
provision for loan losses 2,094,678 1,837,118
Noninterest income:
Service charge on deposits 288,115 263,099
Commission on credit life 12,957 16,285
Investment securities gains and (losses), net 0 22,025
Other 84,037 87,817
---------- ----------
Total noninterest income 385,109 389,226
Noninterest expense:
Salaries and benefits 992,555 921,841
Net occupancy expense 301,011 212,769
Other 566,179 516,154
---------- ----------
Total non-interest expense 1,859,745 1,650,764
Earnings before income tax expense 620,042 575,580
Income tax expense 163,037 139,784
---------- ----------
Net earnings 457,005 435,796
========== ==========
Basic earnings per share $ 0.42 $ 0.42
Diluted earnings per share $ 0.41 $ 0.42
Basic weighted average shares outstanding 1,089,032 1,032,770
========== ==========
Diluted weighted average shares outstanding 1,105,551 1,032,770
========== ==========
Statement of Comprehensive Income
Net Income 457,005 435,796
Other Comprehensive Income, net of tax:
Unrealized holding (losses) arising during the period (28,181) (228,167)
Less: Reclassification adjustment for gains (losses) --
included in net income -- 22,025
---------- ----------
Comprehensive income 428,824 229,654
========== ==========
</TABLE>
4
<PAGE> 5
UNITED BANCORPORATION OF ALABAMA, INC.
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(UNAUDITED)
<TABLE>
<CAPTION>
2000 1999
----------- -----------
<S> <C> <C>
Operating Activities
Net Income $ 457,005 435,796
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities
Provision for Loan Losses 115,000 199,000
Depreciation on Premises and Equipment 130,418 72,347
Amortization of Investment Securities held to maturity 11,293 13,652
Amortization of Investment Securities Available for Sale 22,188 59,387
(Gain) Loss on Sale of Investment Securities Available for Sale -- (22,025)
(Gain) Loss on Disposal of Premises and Equipment -- --
(Increase) Decrease in Interest Receivable
and Other Assets 413,162 540,275
Decrease in Accrued Expenses
and Other Liabilities (1,111,585) (846,368)
----------- -----------
Net Cash Provided (Used) by Operating Activities 37,481 452,064
----------- -----------
Investing Activities
Proceeds From Interest-bearing Deposits in
Other Financial Institutions -- --
Proceeds From Sales of Investment Securities Available for Sale -- 2,037,207
Proceeds From Maturities of Investment Securities held to maturity 126,869 549,976
Proceeds From Maturities of Investment Securities Available for Sale 1,589,208 5,581,005
Purchases of Investment Securities held to maturity -- --
Purchases of Investment Securities Available for Sale (10,968,232) (6,615,873)
Net Increase in Loans (5,707,179) (13,593,333)
Purchases of Premises and Equipment (54,942) (645,566)
Proceeds From Sales of Premises and Equipment -- --
Proceeds From Sales of Other Real Estate 12,500 --
----------- -----------
Net Cash Used by Investing Activities (15,014,277) (12,686,584)
----------- -----------
Financing Activities
Net Increase in Deposits, (6,653,379) 5,055,061
Net Increase in securities sold under
agreement to repurchase 1,483,698 (322,569)
Exercise of stock options 44,000 --
Proceeds from sale of common stock 56,239 --
Increase in Other Borrowed Funds 119,505 5,310,154
----------- -----------
Net Cash (Used) Provided by Financing Activities (4,949,937) 10,042,646
----------- -----------
Decrease in Cash and Cash Equivalents (19,926,733) (2,191,874)
Cash and Cash Equivalents at Beginning of Period 32,957,090 9,030,901
----------- -----------
Cash and Cash Equivalents at End of Period 13,030,357 6,839,027
Supplemental disclosures =========== ===========
Cash paid during the year for:
Interest 1,758,604 1,710,118
=========== ===========
Income Taxes -- 3,543
=========== ===========
</TABLE>
5
<PAGE> 6
UNITED BANCORPORATION OF ALABAMA, INC.
AND SUBSIDIARY
Notes to Consolidated Financial Statements
NOTE 1 - General
The consolidated financial statements in this report have not been audited,
except for the Consolidated Balance Sheets dated December 31, 1999. In the
opinion of management, all adjustments necessary to present fairly the financial
position, the results of operations and comprehensive income and the statement
of cash flows for the interim periods have been made. All such adjustments are
of a normal recurring nature. The results of operations are not necessarily
indicative of the results of operations for the full year or any other interim
periods. For further information, refer to the consolidated financial statements
and footnotes included in the Corporation's Annual Report on Form 10-K for the
year ended December 31, 1999.
NOTE 2 - New Accounting Pronouncements
In June 1998, the FASB issued SFAS 133, "Accounting for Derivative Instruments
and Hedging Activities", SFAS 133 establishes accounting and reporting standards
for derivative instruments, including certain derivative instruments embedded in
other contracts, and for hedging activities. It requires that an entity
recognizes all derivatives as either assets or liabilities in the statement of
financial position and measure those instruments at fair value. SFAS 133, as
amended, is effective for financial statements for the first quarter of fiscal
years beginning after June 15, 2000. Management is evaluating the impact of SFAF
133 on the financial statements of the Corporation.
NOTE 3 - Net Income per Share
Presented below is a summary of the components used to calculate diluted
earnings per share for the three months ended March 31, 2000 and 1999:
<TABLE>
<CAPTION>
2000 1999
<S> <C> <C>
Diluted earnings per share:
Weighted average common shares
Outstanding 1,089,032 1,032,770
Effect of the assumed exercise of stock
options based on the treasury stock
method using average market price 16,519 --
--------- ---------
Total weighted average common shares
and potential common stock outstanding 1,105,551 1,032,770
========= =========
</TABLE>
6
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Results of Operations
The following financial review is presented to provide an analysis of the
results of operations of United Bancorporation of Alabama, Inc. (the
"Corporation"), and its subsidiary for the three months ended March 31, 2000,
and 1999, comparative. This review should be used in conjunction with the
consolidated financial statements included in the Form 10-Q.
Net income after taxes for the three months ended March 31, 2000 increased
$21,209, or 4.87%, as compared to the same period in 1999. The increase is
primarily the result of a higher volume of interest earning assets.
Total interest income increased by $492,507, or 13.34%, during the first quarter
of 2000. Average interest-earning assets were $202,153,766 for the first quarter
of 2000 as compared to $184,624,977 for the same period in 1999, an increase of
$17,528,789 or 9.49%. The average rate earned in 2000 was 8.32% as compared to
8.11% in 1999, reflecting the raising of rates by the Federal Reserve in the
last two quarters. Thus, the majority of the increase in total interest income
in 2000 is attributed to both the increases in volume and rising rates. The net
interest margin decreased to 4.40% for the first quarter of 2000, as compared to
4.47% for the same period in 1999.
Total interest expense increased by $318,947, or 19.28%, in 2000. The increase
in interest expense is attributed to the increase in interest bearing
liabilities but was also influenced by the increase in the average interest rate
paid. Average interest bearing liabilities increased to $169,478,373 in 2000,
from $152,999,633 in 1999, an increase of $16,478,740, or 10.77%. The average
rate paid during the first quarter of 2000 was 4.68% as compared to 4.39% for
the same period in 1999.
The provision for loan losses decreased to $115,000 for the first three months
of 2000, as compared to $199,000 for the same period in 1999. The decrease in
the provision for loan loss of 42.21% was due primarily to the slower growth in
the loan portfolio as compared to growth in prior year quarter. The allowance
for loan losses is maintained at a level, which, in management's opinion, is
appropriate to provide for estimated losses in the portfolio at the balance
sheet date. Factors considered in determining the adequacy of the allowance
include historical loan loss experience, the amount of past due loans, loans
classified from the most recent regulatory examinations and internal reviews,
general economic conditions and the current portfolio mix. The amount charged to
operating expenses is that amount necessary to maintain the allowance for loan
losses at a level indicative of the associated risk, as determined by
management, of the current portfolio.
The allowance for loan losses consists of two portions: the classified portion
and the nonclassified portion. The classified portion is based on identified
problem loans and is calculated based on an assessment of credit risk related to
those loans. Specific loss estimate amounts are included in the allowance based
on assigned classifications as follows: substandard (15%), doubtful (50%), and
loss (100%).
The nonclassified portion of the allowance is for inherent losses which probably
exist as of the
7
<PAGE> 8
evaluation date even though they may not have been identified by the more
objective processes for the classified portion of the allowance. This is due to
the risk of error and inherent imprecision in the process. This portion of the
allowance is particularly subjective and requires judgments based upon
qualitative factors which do not lend themselves to exact mathematical
calculations. Some of the factors considered are changes in credit
concentrations, loan mix, historical loss experience, and general economic
environment in the Corporation's markets.
While the total allowance is described as consisting of a classified and a
nonclassified portion, these terms are primarily used to describe a process.
Both portions are available to support inherent losses in the loan portfolio.
Management realizes that general economic trends greatly effect loan losses, and
no assurances can be made that future charges to the allowance for loan losses
will not be significant in relation to the amount provided during a particular
period, or that future evaluations of the loan portfolio based on conditions
then prevailing will not require sizable charges to income. Management does,
however, consider the allowance for loan losses to be appropriate for the
reported periods.
Net charged-off loans for the first quarter of 2000 were $48,477, as compared to
$55,889 net charge-offs in the first quarter of 1999.
The allowance for loan losses represents 1.35% of gross loans at March 31, 2000,
as compared to 1.36% at year-end 1999. Loans on which the accrual of interest
had been discontinued amounted to $483,670 at March 31, 2000, as compared to
$673,522 at December 31, 1999.
Total non-interest income decreased to $385,109 for the first quarter of 2000,
as compared to $389,226 for the same period of 1999, a decrease of $4,117, or
1.06%. Service charges on deposits increased $25,016, or 9.51%. Commissions on
credit life insurance decreased $3,328 in 2000, or 20.44%. Other income
decreased during the first quarter of 2000 to $84,037 from $87,817 in 1999 or
4.30%.
Total non-interest expense increased $208,981, or 12.66% during the first
quarter of 2000. Salaries and benefits increased $70,714 or 7.67%. Occupancy
expense increased $88,242, or 41.47%. The majority of the increase in occupancy
expense is from depreciation on the completed building in Lillian and major
equipment purchases in late 1999. Other expense increased $50,025 or 9.69%
during the first quarter of 2000 primarily caused by an increase in professional
services of $32,338.
Earnings before taxes for the first quarter of 2000 increased $44,462, or 7.72%,
compared to the same period of 1999. Income tax expense increased to $163,037 in
2000 from $139,784 in 1999, an increase of $23,253, or 16.63%. The effective tax
rate increased from 24.29% to 26.29%.
Financial Condition and Liquidity
Total assets on March 31, 2000, decreased $6,190,524 or 2.79% as compared to
December 31, 1999. Most of this decrease is due to public tax funds on deposit
at year end being subsequently distributed to municipalities. Average total
assets for the first quarter of 2000 were $216,335,842 as compared to
$196,037,952
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for the same period in 1999. Net loans increased by $5,592,179 or 4.58% at March
31, 2000, from December 31, 1999. Most of this growth in loans occurred in the
Baldwin County markets and is primarily in the commercial real estate type
loans. The net loan to deposit ratio on March 31, 2000 was 72.27%, as compared
to 66.59% on December 31, 1999.
Federal Funds Sold decreased $19,780,000 as of March 31, 2000. This is the
result of tax funds from a large county deposit being distributed by the county
to different public entities. The investment securities available for sale
increased by $9,309,918 or 21.67% in the first quarter of 2000, from December
31, 1999. This increase is also attributed to the tax funds that stayed within
the bank. The investment securities held to maturity decreased by $138,162 or
.88% at March 31, 2000 from December 31, 1999.
Non-performing Assets: The following table sets forth the Corporation's
non-performing assets at March 31, 2000 and December 31, 1999. Under the
Corporation's nonaccrual policy, a loan is placed on nonaccrual status when
collectibility of principal and interest is in doubt or when principal and
interest is 90 days or more past due.
<TABLE>
<CAPTION>
March December
Description 2000 1999
(Dollars in Thousands)
<S> <C> <C>
(A) Loans accounted for on a $484 $674
nonaccrual basis
(B) Loans which are contractually
past due ninety days or more as
to interest or principal payments
(excluding balances included in
(A) above). 16 28
(C) Loans, the term of which have been
renegotiated to provide a reduction
or deferral of interest or principal
because of a deterioration in the
financial position of the borrower. 150 122
(D) Other non-performing assets 223 257
</TABLE>
Total deposits decreased $6,653,379, or 3.63%, at March 31, 2000, from December
31, 1999. Non-interest bearing deposits increased $125,662 or .43% at quarter
end from the year-end total. Interest bearing deposits decreased $6,779,041, or
4.40%, at March 31, 2000, from December 31, 1999. The decreases in deposits were
the result of public tax collection funds on deposit at year end being
subsequently paid out to the various municipalities. Average total deposits for
the first quarter of 2000 were $177,040,079, as compared to $157,187,762 for the
same period in 1999.
The Corporation relies primarily on internally generated capital growth to
maintain capital adequacy. Total stockholders' equity on March 31, 2000, was
$18,175,755, an increase of $529,092, or 3.00%, from $17,646,663 at year-end
1999.
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Primary capital to total assets at March 31, 2000, was 8.42%, as compared to
7.95% at year-end 1999. Total capital and allowances for loan losses to total
assets at March 31, 2000, were 9.23%, as compared to 8.71% at December 31, 1999.
The Corporation had risk based capital of $20,734,000, or 15.07%, at March 31,
2000, as compared to $20,131,000, or 14.96% at year end 1999. The minimum total
capital requirement is 8.00%. Based on management's projection, internally
generated capital should be sufficient to satisfy capital requirements in the
foreseeable future, for existing operations, but the continual growth into new
markets may require the Bank to continue to access external funding sources.
Item 3. Market Risk Disclosures
Market risk is the risk of loss from adverse changes in market prices and rates.
The Bank's market risk arises principally from interest rate risk inherent in
its lending, deposit and borrowing activities. Management actively monitors and
manages its interest rate risk exposure. Although the Bank manages other risk,
such as credit quality and liquidity risk, in the normal course of business,
management considers interest rate risk to be its most significant market risk.
Interest rate risk could potentially have the largest material effect on the
Bank's financial condition and results of operations. Other types of market
risks, such as foreign currency exchange rate risk and commodity price risk,
generally do not arise in the Bank's normal course of business activities, to
any significant extent.
The Bank's profitability is affected by fluctuations in interest rates.
Management's goal is to maintain a reasonable balance between exposure to
interest rate fluctuations and earnings. A sudden and substantial increase in
interest rates may adversely impact the Bank's earnings to the extent that the
interest rates on interest-earning assets and interest-bearing liabilities do
not change at the same speed, to the same extent or on the same basis.
The Bank's Asset Liability Management Committee ("ALCO") monitors and considers
methods of managing the rate and sensitivity repricing characteristics of the
balance sheet components consistent with maintaining acceptable levels of
changes in the net portfolio value ("NPV") and net interest income. NPV
represents the market values of portfolio equity and is equal to the market
value of assets minus the market value of liabilities, with adjustments made for
off- balance sheet items over a range of assumed changes in market interest
rates. A primary purpose of the Bank's ALCO is to manage interest rate risk to
effectively invest the Bank's capital and to preserve the value created by its
core business operations. As such, certain management monitoring processes are
designed to minimize the impact of sudden and sustained changes in interest
rates on NPV and net interest income.
The Bank's exposure to interest rate risk is reviewed on a quarterly basis by
the Board of Directors and the ALCO. Interest rate risk exposure is measured
using interest rate sensitivity analysis to determine the Bank's change in NPV
in the event of hypothetical changes in interest rates. Further, interest rate
sensitivity gap analysis is used to determine the repricing characteristics of
the Bank's assets and
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<PAGE> 11
liabilities. The ALCO is charged with the responsibility to maintain the level
of sensitivity of the Bank's net interest margin within Board approved limits.
Interest rate sensitivity analysis is used to measure the Bank's interest rate
risk by computing estimated changes in NPV of its cash flows from assets,
liabilities, and off-balance sheet items in the event of a range of assumed
changes in market interest rates. This analysis assesses the risk of loss in
market risk sensitive instruments in the event of a sudden and sustained 100 -
300 basis points increase or decrease in the market interest rates. The Bank
uses the Sendero Model Level II, which takes the current rate structure of the
portfolio and shocks for each rate level and calculates the new market value
equity at each level. The Bank's Board of Directors has adopted an interest rate
risk policy, which establishes maximum allowable decreases in net interest
margin in the event of a sudden and sustained increase or decrease in market
interest rates. The following table presents the Bank's projected change in NPV
for the various rate shock levels as of March 31, 2000. All market risk
sensitive instruments presented in this table are held to maturity or available
for sale. The Bank has no trading securities.
<TABLE>
<CAPTION>
CHANGE IN CHANGE IN
CHANGE IN MARKET MARKET MARKET
INTEREST RATES VALUE VALUE VALUE
(BASIS POINTS) EQUITY EQUITY EQUITY (%)
-------------- -------- --------- ----------
<S> <C> <C> <C>
300 10,278.0 (5,883.0) (36.4)
200 12.065.4 (4,095.6) (25.3)
100 14,063.4 (2,097.6) (13.0)
0 16,161.0 0 0
(100) 18,399.3 2,238.2 13.8
(200) 20,842.9 4,681.9 29.0
(300) 23,411.0 7,250.0 44.9
</TABLE>
The preceding table indicates that at March 31, 2000, in the event of a sudden
and sustained increase in prevailing market interest rates, the Bank's NPV would
be expected to decrease, and that in the event of a sudden decrease in
prevailing market interest rates, the Bank's NPV would be expected to increase.
The recent growth in loans has caused the caused the Corporation to become more
liability sensitive over the period of a year, but the net interest margin
remains stable in all interest rate environments tested.
Computation of prospective effects of hypothetical interest rate changes
included in these forward-looking statements are subject to certain risks,
uncertainties, and assumptions including relative levels of market interest
rates, loan prepayments and deposit decay rates, and should not be relied upon
as indicative of actual results. Further, the computations do not contemplate
any actions the Bank could undertake in response to changes in interest rates.
Forward Looking Statements
When used or incorporated by reference herein, the words "anticipate",
"estimate", "expect", "project", "target", "goal", and similar expressions, are
intended to identify forward-looking statements within the meaning of Section
27A of the Securities Act of 1933. Such forward-looking statements are subject
to
11
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certain risks, uncertainties, and assumptions including those set forth herein.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from
those expected or projected. These forward-looking statements speak only as of
the date they are made. The Corporation expressly disclaims any obligations or
undertaking to publicly release any updates or revisions to any forward-looking
statement contained herein to reflect any change in the Bank's expectations with
regard to any change in events, conditions or circumstances on which any such
statement is based.
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<PAGE> 13
PART II. OTHER INFORMATION
Item 2. Changes in Securities
(c) During the quarter ended March 31, 2000, the Corporation sold
2,000 shares of Class A Stock to one accredited investor, an
Alabama resident, in a private placement for aggregate
consideration of $44,000.
The Corporation also sold an aggregate of 2,800 shares of
Class A Stock at a price of $16 per share, for aggregate
consideration of $44,800, to a total of four directors and/or
officers of the Corporation or the Bank, upon the exercise of
previously granted options.
The forgoing issuances were made in reliance upon exemptions
from registration provided by Sections 3(a)(11) and/or 4(2) of
the Securities Act.
Item 4. Submission of Matters to a Vote of Security Holders
(a) The Annual Meeting of Stockholders of United Bancorporation of
Alabama, Inc. was held on May 3, 2000.
(b) The following nominees were re-elected as Directors of the
Corporation, to serve until the 2003 Annual Meeting of
Stockholders, by the votes indicated:
<TABLE>
<CAPTION>
Nominee For Against
------------------ ------- -------
<S> <C> <C>
L. Walter Crim 746,222 100
H. Leon Esneul 740,890 5,432
William J. Justice 746,222 100
</TABLE>
The Directors of the Corporation whose terms of office
continued after the 2000 Annual Meeting are as follows below:
<TABLE>
<CAPTION>
To Serve Until the Annual
Director Meeting of Stockholders in the year
------------------- -----------------------------------
<S> <C>
William C. Grissett 2001
David D. Swift 2001
Robert R. Jones III 2002
Bobby W. Sawyer 2002
</TABLE>
(d) The stockholders of the Corporation approved the 1999 Employee
Stock Purchase Plan of United Bancorporation of Alabama, Inc.
(the "Plan") by the following vote:
<TABLE>
<CAPTION>
For Against Abstain
------- ------- -------
<S> <C> <C>
735,206 5,600 5,516
</TABLE>
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<PAGE> 14
Item 6. Exhibits and Reports on Form 8-K.
(A) Exhibits.
Exhibit No. Description
Exhibit 10.4* 1999 Employee Stock Purchase Plan of United
Bancorporation of Alabama, Inc.
(incorporated herein by reference from
Appendix A to the corporation's definitive
proxy statement dated April 10, 2000)
Exhibit 10.5 Real Estate Option Agreement dated as of the
31st day of March, 2000 between United
Bancorporation of Alabama, Inc. and Juniper
Development, L.L.C.
Management contracts and compensatory plans
and arrangements are identified by an
asterisk (*).
Exhibit 27 Financial Data Schedule
(B) During the three months ended March 31, 2000, the Corporation
did not file a Form 8-K Current Report with the Securities and
Exchange Commission.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
UNITED BANCORPORATION OF ALABAMA, INC.
Dated: May 15, 2000 /s/ Robert R. Jones III
----------------------
Robert R. Jones, III
President
14
<PAGE> 15
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
10.5 Real Estate Option Agreement dated as of the
31st day of March, 2000 between United
Bancorporation of Alabama, Inc. and Juniper
Development, L.L.C.
27 Financial Data Schedule
</TABLE>
<PAGE> 1
EXHIBIT 10.5
REAL ESTATE OPTION AGREEMENT
This Real Estate Option Agreement (this "Agreement") made as of the
31st day of March, 2000, by and between Juniper Development, L.L.C., an Alabama
limited liability company ("Seller"), and United Bancorporation of Alabama, Inc.
(said corporation or its designee being referred to herein as "Optionee"), a
Delaware corporation and the holding company for United Bank, Atmore, Alabama
(the "Bank").
WHEREAS, Seller has purchased a parcel of real estate of approximately
22 acres located on County Road 20 in Foley, Alabama, more particularly
described on Exhibit "A" attached hereto and made a part hereof (the "Parcel");
and
WHEREAS, Seller desires to provide to Optionee the option to purchase a
portion of the Parcel, as further described herein, upon the terms and
conditions herein set forth (the "Option"), and the Optionee desires to accept
such Option.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto agree as follows:
1. Option Payment. Contemporaneously herewith, Optionee has
paid to Seller an option payment in the amount of $1,000 ("Option
Payment"), as consideration for the option herein granted by Seller to
Optionee herein. The Option Payment shall be deemed
1
<PAGE> 2
fully earned by Seller and non-refundable. In the event the Option is
exercised, the Option Payment shall be applied to the Purchase Price
set forth in Section 4 below.
2. Option Terms and Procedures. (a) Grant of Option. In
consideration of the Option Payment and other good and valuable
consideration, Seller hereby grants to Optionee the Option described
herein. The Option shall entitle Optionee to purchase the "Selected
Parcel" described in Section 3 below, for the Purchase Price described
in Section 4 below, at any time during the one-year period beginning on
the date hereof.
(b) Exercise Notice. In the event that Optionee desires to
exercise the Option, it shall provide to Seller notice of its intent to
so exercise ("Exercise Notice"), specifying a date for closing of the
purchase of the Selected Parcel ("Closing Date"). The Exercise Notice
shall be given not less than thirty (30) days (or such shorter interval
as may be agreed by Seller and Optionee) in advance of the Closing
Date. The Exercise Notice shall include a description of the Selected
Parcel, as described in Section 3, as to which the Option will be
exercised. If Seller is provided the Option Notice, the closing of the
sale and purchase of the Selected Parcel shall take place thereafter as
described in Section 7 below.
3. Selected Parcel. Optionee shall, at its expense, retain
such experts and/advisors as it may deem suitable or necessary, if any,
to determine that portion, not to exceed 3 acres, of the Parcel that
Optionee shall have the right to purchase pursuant to the Option.
2
<PAGE> 3
4. Purchase Price. The Purchase Price for the Selected Parcel
shall be the lower of the Discounted Appraised Value or the Fixed
Price, as defined in subsections (a) and (b) below.
(a) Discounted Appraised Value. The Discounted
Appraised Value shall be eighty-five percent (85%) of the fair
market value of the Selected Parcel (said fair market value
being referred to herein as the "Appraised Value") as
established by a certified appraiser mutually agreed upon by
Seller and Optionee (the expense of which appraiser shall be
borne in equal proportions by Seller and Optionee). In the
event that Seller and Optionee cannot agree upon an appraiser,
each party shall at its own expense select its own appraiser
and the average of the appraisals produced by the two
appraisers shall be the Appraised Value, provided that if the
higher of the two values determined by said appraisers is more
than 20% greater than the lower of the values so determined,
the two appraisers shall select a third appraiser, and the
average of the two appraisals closest in value shall be the
Appraised Value.
(b) Fixed Price. The Fixed Price shall be Four
Hundred Thousand and no/100 ($400,000.00) Dollars.
1. Right of Entry. At all times during the term of this
Agreement, Optionee and its agents have the right to enter the Acquired
Parcel for the purposes of determining the
3
<PAGE> 4
Selected Parcel and appraisal of the Selected Parcel and Acquired
Parcel, as well as for any other purpose reasonably related to
Optionee's interests hereunder.
5. Restriction on Use. Seller agrees that if the Selected
Parcel is purchased by Optionee, the portion of the Acquired Parcel
other than the Selected Parcel shall be encumbered with a restriction
that it shall not be used, and shall not be permitted to be used, for
any other banking or financial services business.
6. Closing. The Closing of the sale and purchase of the
Selected Parcel shall take place at the offices of Julian Byron
Brackin, Jr., Esquire, Brackin & McGriff, 676 South McKenzie, Foley,
Alabama 36535, or such other place as may be agreed by both parties on
such date and time as may be agreed by both parties. At the Closing,
Optionee shall pay to Sellers in cash the Purchase Price, and Seller
shall provide to Optionee a warranty deed and title insurance.
7. Term; Termination. This Agreement shall remain in effect
until the earlier of:
(a) its termination by mutual agreement of the
parties;
(b) termination by Optionee by written notice of
same to Seller; and
(c) March 31, 2001.
4
<PAGE> 5
9. Notices. Any notice required or permitted hereunder shall
be in writing and shall be sufficiently given if personally delivered
or mailed by certified or registered mail, return receipt requested, or
sent by Federal Express or other recognized reputable national courier
service addressed as follows:
If to Seller: Juniper Development, L.L.C.
676 South McKenzie Street
Foley, AL 36535
with a copy to: Julian Byron Brackin, Jr., Esquire
Brackin & McGriff
676 South McKenzie Street (zip 36535)
Post Office Box 998
Foley, Alabama 36536
If to Optionee: United Bancorporation of Alabama, Inc.
200 E. Nashville Avenue (zip 36502)
Post Office Box 8
Atmore, Alabama 36504
Attention: Robert R. Jones, III
with a copy to: James Dale Smith, Esquire
Armbrecht, Jackson, DeMouy,
Crowe, Holmes & Reeves, L.L.C.
1300 Riverview Plaza
63 South Royal Street
Mobile, Alabama 36602
(or to such other address as either party shall specify by written
notice so given), and shall be deemed to have been given as of the date
delivered.
5
<PAGE> 6
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the date first set forth above by their respective duly
authorized representatives.
SELLER
JUNIPER DEVELOPMENT, LLC
By /s/ Robert R. Jones III
-----------------------------------------------
[signature]
Robert R. Jones III
--------------------------------------------------
[typed or printed name]
Its Administrative Member
OPTIONEE
UNITED BANCORPORATION OF ALABAMA, INC.
By /s/ Mitchell D. Staples
-----------------------------------------------
[signature]
Mitchell D. Staples
--------------------------------------------------
[typed or printed name]
Its Treasurer
6
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S INTERIM FINANCIAL STATEMENTS FOR PERIOD 3-31-00 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 10,165,357
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 2,865,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 52,272,652
<INVESTMENTS-CARRYING> 15,407,571
<INVESTMENTS-MARKET> 15,124,791
<LOANS> 129,347,538
<ALLOWANCE> 1,742,797
<TOTAL-ASSETS> 216,334,574
<DEPOSITS> 176,555,072
<SHORT-TERM> 0
<LIABILITIES-OTHER> 1,277,781
<LONG-TERM> 9,907,265
0
0
<COMMON> 11,541
<OTHER-SE> 18,164,214
<TOTAL-LIABILITIES-AND-EQUITY> 216,334,574
<INTEREST-LOAN> 3,026,569
<INTEREST-INVEST> 944,746
<INTEREST-OTHER> 211,829
<INTEREST-TOTAL> 4,183,144
<INTEREST-DEPOSIT> 1,684,546
<INTEREST-EXPENSE> 1,973,466
<INTEREST-INCOME-NET> 2,209,678
<LOAN-LOSSES> 115,000
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 566,179
<INCOME-PRETAX> 620,042
<INCOME-PRE-EXTRAORDINARY> 620,042
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 457,005
<EPS-BASIC> .42
<EPS-DILUTED> .41
<YIELD-ACTUAL> 8.32
<LOANS-NON> 484,000
<LOANS-PAST> 16,000
<LOANS-TROUBLED> 150,000
<LOANS-PROBLEM> 2,575,366
<ALLOWANCE-OPEN> 1,677,000
<CHARGE-OFFS> 53,000
<RECOVERIES> 5,000
<ALLOWANCE-CLOSE> 1,744,000
<ALLOWANCE-DOMESTIC> 1,744,000
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 1,044,000
</TABLE>
