<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(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, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____________________ to ________________
Commission file number 0-14289
-------
GREENE COUNTY BANCSHARES, INC.
------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
TENNESSEE 62-1222567
------------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
100 NORTH MAIN STREET, GREENEVILLE, TENNESSEE 37743
------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
</TABLE>
Registrant's telephone number, including area code: (423) 639-5111.
Securities registered pursuant to Section 12(b) of the Act: NONE.
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $10.00 PER SHARE
----------------------------------------
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES X NO
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The registrant's voting stock is not regularly and actively traded in any
established market, and there are no regularly quoted bid and asked prices for
the registrant's common stock. Based upon recent negotiated trading of the
common stock at a price of $135 per share, the registrant believes that the
aggregate market value of the voting stock on March 24, 1999 was $183.3 million.
For purposes of this calculation, it is assumed that directors, officers and
beneficial owners of more than 5% of the registrant's outstanding voting stock
are not affiliates. On such date, 1,357,948 shares of the common stock were
issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
The following lists the documents incorporated by reference and the Part
of the Form 10-K into which the document is incorporated:
1. Portions of the Annual Report to Shareholders for the fiscal year
ended December 31, 1998. (Parts I and II)
2. Portions of Proxy Statement for 1999 Annual Meeting of
Shareholders. (Part III)
<PAGE> 2
PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements, as revised, contained in the
Company's Annual Report are incorporated herein by reference through attachment
as Exhibit 13 hereto.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) The following consolidated financial statements of the Company, as
revised, included in the Annual Report are incorporated herein by reference from
Item 8 of this Report. The remaining information appearing in the Annual Report
to Shareholders is not deemed to be filed as part of this Report, except as
expressly provided herein.
1. Report of Independent Auditors.
2. Consolidated Balance Sheets - December 31, 1998 and
1997.
3. Consolidated Statements of Income for the Years
Ended December 31, 1998, 1997 and 1996.
4. Consolidated Statements of Comprehensive Income for
the Years Ended December 31, 1998, 1997 and 1996.
5. Consolidated Statements of Changes in Shareholders'
Equity for the Years Ended December 31, 1998, 1997
and 1996.
6. Consolidated Statements of Cash Flows for the Years
Ended December 31, 1998, 1997 and 1996.
7. Notes to Consolidated Financial Statements.
(a)(2) All schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission are not
required under the related instructions or are inapplicable and therefore have
been omitted.
(a)(3) The following exhibits either are filed as part of this Report or
are incorporated herein by reference:
Exhibit No. 3. Articles of Incorporation and Bylaws
(i) Amended and Restated Charter, effective June 18,
1998.
(ii) Amended and Restated Bylaws
Exhibit No. 10. Employment Agreements
(i) Employment agreement between the Company and R. Stan
Puckett -- incorporated herein by reference to the
Company's Annual Report on Form 10-K for the year
ended December 31, 1995.
(ii) Employment agreement between the Company and Davis
Stroud -- incorporated herein by reference to the
Company's Registration Statement on Form S-14 (File
No. 2-96273).
2
<PAGE> 3
Exhibit No. 11. Statement re Computation of Per Share Earnings.
(Incorporated by reference of Note 19 of the Notes to
Consolidated Financial Statements).
Exhibit No. 13. Annual Report to Shareholders
Except for those portions of the Annual Report to
Shareholders for the year ended December 31, 1998, which
are expressly incorporated herein by reference, such Annual
Report is furnished for the information of the Commission
and is not to be deemed "filed" as part of this Report.
Exhibit No. 21. Subsidiaries of the Registrant
A list of subsidiaries of the Registrant is included as an
exhibit to this Report.
Exhibit No. 23. Consent of PricewaterhouseCoopers LLP
Exhibit No. 27. Financial Data Schedule (SEC USE ONLY)
(b) Reports on Form 8-K. No Reports on Form 8-K were filed by the
Company during the last quarter of the fiscal year covered by this
report.
(c) Exhibits. The exhibits required by Item 601 of Regulation S-K are
either filed as part of this Annual Report on Form 10-K or
incorporated herein by reference.
(d) Financial Statements and Financial Statement Schedules Excluded
From Annual Report. There are no financial statements and
financial statement schedules which were excluded from the Annual
Report pursuant to Rule 14a-3(b)(1) which are required to be
included herein.
3
<PAGE> 4
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
behalf by the undersigned, thereunto duly authorized.
GREENE COUNTY BANCSHARES, INC.
Date: April 9, 1999 By: /s/ R. Stan Puckett
--------------------------------
R. Stan Puckett
Director, President and
Chief Executive Officer
(Duly Authorized Representative)
4
<PAGE> 1
Greene County Bancshares, Inc.
1998 MD&A
EXHIBIT 13
SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
1998 1997 1996 1995 1994
--------- --------- --------- --------- ---------
(In thousands of dollars, except per share data)
<S> <C> <C> <C> <C> <C>
Total interest income .................................... $ 50,792 $ 49,005 $ 39,521 $ 31,387 $ 23,625
Total interest expense ................................... 18,572 19,144 15,825 13,444 8,497
--------- --------- --------- --------- ---------
Net interest income ...................................... 32,220 29,861 23,696 17,943 15,128
Provision for loan losses ................................ (3,417) (5,953) (2,973) (1,424) (994)
Net interest income after provision for loan losses ...... 28,803 23,908 20,723 16,519 14,134
Non-interest income:
Investment securities gains ............................ -- 2 -- 1 --
Other income ........................................... 4,555 3,919 3,411 2,597 2,368
Non-interest expense ..................................... (20,462) (17,009) (14,800) (11,257) (9,491)
--------- --------- --------- --------- ---------
Income before income taxes ............................... 12,897 10,820 9,334 7,860 7,011
Income tax expense ....................................... (4,690) (3,990) (3,371) (2,752) (2,510)
--------- --------- --------- --------- ---------
Net income ............................................... $ 8,207 $ 6,830 $ 5,963 $ 5,108 $ 4,501
========= ========= ========= ========= =========
PER SHARE DATA:(1)
Net income, basic ...................................... $ 6.05 $ 5.04 $ 4.43 $ 3.83 $ 3.39
Net income, assuming dilution .......................... $ 6.02 $ 5.03 $ 4.43 $ 3.82 $ 3.38
Dividends declared ..................................... $ 2.30 $ 1.92 $ 1.72 $ 1.53 $ 1.35
Book value ............................................. $ 40.81 $ 37.00 $ 33.76 $ 30.94 $ 28.02
FINANCIAL CONDITION DATA:
Assets ................................................. $ 568,179 $ 534,102 $ 478,048 $ 420,581 $ 45,525
Loans, net ............................................. $ 466,661 $ 441,390 $ 381,272 $ 293,834 $ 241,253
Cash and investment securities ......................... $ 49,939 $ 62,166 $ 73,713 $ 83,998 $ 85,460
Federal funds sold ..................................... $ 24,300 $ 5,500 $ -- $ 23,800 $ 3,550
Deposits ............................................... $ 459,183 $ 461,728 $ 408,722 $ 365,951 $ 98,162
Long-term debt ......................................... $ 36,627 $ 15,487 $ 15,806 $ 3,448 $ 3,688
Other borrowed funds ................................... $ 2,416 $ 1,414 $ 3,272 $ 4,784 $ 3,879
Shareholders' equity ................................... $ 55,386 $ 50,113 $ 45,725 $ 41,074 $ 37,190
SELECTED RATIOS:
Interest rate spread ................................... 5.96% 5.70% 5.16% 4.57% 4.57%
Net yield on interest-earning assets ................... 6.53% 6.21% 5.65% 5.09% 4.96%
Return on average assets ............................... 1.56% 1.33% 1.32% 1.35% 1.38%
Return on average equity ............................... 15.63% 13.93% 13.23% 13.17% 12.32%
Average equity to average assets ....................... 9.97% 9.55% 9.94% 10.24% 11.17%
Dividend payout ratio .................................. 37.99% 38.08% 39.05% 40.17% 39.96%
Ratio of nonperforming assets to total assets .......... 1.15% 0.81% 0.49% 0.57% 0.40%
Ratio of allowance for loan losses to
nonperforming assets ................................. 156.34% 210.15% 315.27% 225.05% 247.99%
Ratio of allowance for loan losses to total loans ...... 2.11% 2.01% 1.87% 1.55% 1.39%
</TABLE>
(1) Amounts have been restated to reflect the effect of the Company's 3-for-1
stock split effected in October 1997.
1
<PAGE> 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF CHANGES
IN FINANCIAL CONDITION AND RESULTS OF OPERATION
FORWARD-LOOKING INFORMATION
THE INFORMATION CONTAINED HEREIN CONTAINS FORWARD-LOOKING STATEMENTS THAT
INVOLVE A NUMBER OF RISKS AND UNCERTAINTIES. A NUMBER OF FACTORS, INCLUDING
THOSE DISCUSSED HEREIN, COULD CAUSE RESULTS TO DIFFER MATERIALLY FROM THOSE
ANTICIPATED BY SUCH FORWARD-LOOKING STATEMENTS. IN ADDITION, SUCH
FORWARD-LOOKING STATEMENTS ARE NECESSARILY DEPENDENT UPON ASSUMPTIONS, ESTIMATES
AND DATA THAT MAY BE INCORRECT OR IMPRECISE. ACCORDINGLY, ANY FORWARD-LOOKING
STATEMENTS INCLUDED HEREIN DO NOT PURPORT TO BE PREDICTIONS OF FUTURE EVENTS OR
CIRCUMSTANCES AND MAY NOT BE REALIZED. FORWARD-LOOKING STATEMENTS CAN BE
IDENTIFIED BY, AMONG OTHER THINGS, THE USE OF FORWARD-LOOKING TERMINOLOGY SUCH
AS "INTENDS," "BELIEVES," "EXPECTS," "MAY," "WILL," "SHOULD," "SEEKS," "PRO
FORMA" OR "ANTICIPATES," OR THE NEGATIVES THEREOF, OR OTHER VARIATIONS THEREON
OF COMPARABLE TERMINOLOGY, OR BY DISCUSSIONS OF STRATEGY OR INTENTIONS.
GENERAL
Greene County Bancshares, Inc. (the "Company") was formed in 1985 and
serves as the bank holding company for Greene County Bank ("GCB"), which is a
Tennessee-chartered commercial bank that conducts the principal business of the
Company. The Company also wholly owned American Fidelity Bank, whose assets were
combined with GCB during 1996, and Premier Bank of East Tennessee, whose assets
were combined with GCB in 1998. In addition to its commercial banking
operations, GCB conducts separate businesses through four wholly-owned
subsidiaries: Superior Financial Services, Inc. ("Superior Financial"), a
consumer finance company; Superior Mortgage Company ("Superior Mortgage"), a
mortgage banking company; GCB Acceptance Corporation ("GCB Acceptance"), a
consumer finance company specializing in subprime automobile lending; and
Fairway Title Co., a title company formed in 1998.
The principal business of the Company consists of accepting deposits from
the general public and investing these funds and borrowed funds primarily in
loans and, to a limited extent, securities available for sale or held to
maturity. Loans are originated by the Company within its primary market area of
east Tennessee and include commercial loans, commercial real estate loans,
mortgage installment loans and installment consumer loans.
The Company's net income is dependent primarily on its net interest
income, which is the difference between interest income earned on its loans,
investment assets and other interest-earning assets and interest paid on
deposits and other interest-bearing liabilities. To a lesser extent, the
Company's net income also is affected by the level of non-interest expenses such
as compensation and employee benefits and Federal Deposit Insurance Corporation
premiums.
The operations of the Company are significantly affected by prevailing
economic conditions, competition and the monetary, fiscal and regulatory
policies of governmental agencies. Lending activities are influenced by the
general credit needs of small businesses in the Company's market area,
competition among lenders, the level of interest rates and the availability of
funds. Deposit flows and costs of funds are influenced by prevailing market
rates of interest, primarily on competing investments, account maturities and
the levels of personal income and savings in the Company's market area.
2
<PAGE> 3
LIQUIDITY AND CAPITAL RESOURCES
LIQUIDITY. Liquidity refers to the ability or the financial flexibility
to manage future cash flows to meet the needs of depositors and borrowers and
fund operations. Maintaining appropriate levels of liquidity allows the Company
to have sufficient funds available for reserve requirements, customer demand for
loans, withdrawal of deposit balances and maturities of deposits and other
liabilities. The Company's primary source of liquidity is dividends paid by the
Bank. Applicable Tennessee statutes and regulations impose restrictions on the
amount of dividends that may be declared by the Bank. Further, any dividend
payments are subject to the continuing ability of the Bank to maintain
compliance with minimum federal regulatory capital requirements and to retain
its characterization under federal regulations as a "well-capitalized"
institution. In addition, the Company maintains a line of credit of $20 million
with the Federal Home Loan Bank of Cincinnati and three federal funds lines of
credit totaling $20 million at three correspondent banks of which the aggregate
$35.2 million was available at December 31, 1998.
In 1998, operating activities of the Company provided $17,856,198 of cash
flows. Net income of $8,206,419 adjusted for non-cash operating activities,
including $3,417,010 in provision for loan losses and amortization and
depreciation of $993,523, provided the bulk of the cash generated from
operations.
Investing activities, including lending, used $40,377,603 of the
Company's cash flow, a 36.1% decline from 1997 levels. Loans originated net of
principal collected used $30,247,073 in funds, down from $66,708,497 in 1997 as
the Company's loan originations decreased in response to interest rate
conditions. In response, the Company implemented a more competitive commercial
loan rate structure in the fourth quarter of 1998 and also hired a senior
commercial lender from a regional bank who brought new and significant seasoned
lending relationships to the Bank and an experienced commercial lending staff.
Excess funds available because of reduced loan growth as compared to 1997 is
reflected in the increase in federal funds sold of $18,800,000 during 1998 as
compared to $5,500,000 during 1997. These uses of funds were funded in part by
cash received from other investing activities, including $8,770,371 from
proceeds from maturities of available-for-sale securities and $4,065,000 from
proceeds from maturities of securities held to maturity.
Net additional cash inflows of $21,425,852 were provided by financing
activities, a decrease of $28,136,918 from 1997 levels. The decline was
attributable primarily to the $66,379,215 decline in growth of certificates of
deposit during 1998, offset in part by the net increase in growth of $9,496,288
in demand deposits, NOW, money market and savings accounts and by an increase in
long-term borrowings from the Federal Home Loan Bank of Cincinnati of
$23,500,000 during 1998 from $19,500,637 during 1997. The effect of this change
in borrowings is amplified by the $17,460,045 reduction in payments on long-term
debt, from $19,769,657 during 1997 to $2,309,612 during 1998.
CAPITAL RESOURCES. The Company's capital position is reflected in its
shareholders' equity, subject to certain adjustments for regulatory purposes.
Shareholders' equity, or capital, is a measure of the Company's net worth,
soundness and viability. The Company's capital continued to exceed regulatory
requirements at December 31, 1998 and its record of paying dividends to its
stockholders continued uninterrupted during 1998. Management believes the
capital base of the Company allows it to take advantage of business
opportunities while maintaining the level of resources deemed appropriate by
management of the Company to address business risks inherent in the Company's
daily operations.
Shareholders' equity on December 31, 1998 was $55,385,798, an increase of
$5,272,938 or 10.52%, from $50,112,860 on December 31, 1997. The increase in
shareholders' equity arises primarily from net income for 1998 of $8,206,419
($6.05 per share, or $6.02 per share assuming dilution), offset in part by
quarterly dividend payments during 1998 that totalled $3,117,842 ($2.30 per
share).
3
<PAGE> 4
Risk-based capital regulations adopted by the Board of Governors of the
Federal Reserve Board (the "FRB") and the Federal Deposit Insurance Corporation
("FDIC") require bank holding companies and banks, respectively, to achieve and
maintain specified ratios of capital to risk-weighted assets. The risk-based
capital rules are designed to measure "Tier 1" capital (consisting of
stockholders' equity, less goodwill) and total capital in relation to the credit
risk of both on- and off-balance sheet items. Under the guidelines, one of four
risk weights is applied to the different on-balance sheet items. Off-balance
sheet items, such as loan commitments, are also subject to risk weighting after
conversion to balance sheet equivalent amounts. All bank holding companies and
banks must maintain a minimum total capital to total risk-weighted assets ratio
of 8.00%, at least half of which must be in the form of core, or Tier 1,
capital. At December 31, 1998, the Company and the Bank each satisfied their
respective minimum regulatory capital requirements, and the Bank was
"well-capitalized" within the meaning of federal regulatory requirements.
ASSET/LIABILITY MANAGEMENT
The operations and profitability of the Company are largely impacted by
changes in interest rates and management's ability to control interest rate
sensitivity. Management believes that its asset/liability strategy reduces the
risk associated with fluctuation in interest rates. The Company strives to be
neither asset sensitive nor liability sensitive by relying upon a mix of fixed
rate and variable rate products. At December 31, 1998, approximately 46.2% of
the Company's gross loans had adjustable rates. The Company has a mixture of
fixed rate loans and loans tied to its Prime Rate, and this also applies to the
investment portfolio. It is management's belief that while this mixture may not
give maximum returns under certain market conditions, it can prevent severe
swings in earnings under other conditions. Management believes the Company is
somewhat asset sensitive; therefore, in a falling rate environment earnings will
tend to fall, while in a rising rate environment earnings will tend to improve.
Despite the implementation of strategies to achieve a matching position of
assets and liabilities and to reduce the exposure to fluctuating interest rates,
the results of operations of the Company will remain subject to the level and
movement of interest rates.
CHANGES IN RESULTS OF OPERATIONS
NET INCOME. Net income for 1998 was $8,206,419, an increase of $1,376,245
or 20.15% as compared to net income of $6,830,174 for 1997. The increase
resulted primarily from an increase in net interest income of $2,359,442, or
7.90%, to $32,220,308 in 1998 from $29,860,866 in 1997, and an increase in
non-interest income of $634,373, or 16.17%, to $4,555,489 in 1998 from
$3,921,116 in 1997. The increase in net interest income primarily reflects an
increase in interest income attributable to loan growth and a decrease in
interest expense associated with reliance on lower-cost debt. These changes were
offset in part by the $3,453,123, or 20.30% increase in non-interest expense to
$20,461,962 in 1998 from $17,008,839 in 1997, attributable primarily to
increases in salaries and benefits and in other expenses.
Net income for 1997 was $6,830,174, an increase of $866,912 or 14.54% as
compared to net income of $5,963,262 for 1996. The increase resulted primarily
from an increase in net interest income of $6,164,660, or 26.0%, to $29,860,866
in 1997 from $23,696,206 in 1996, and an increase in non-interest income of
$510,336, or 15.0%, to $3,921,116 in 1997 from $3,410,780 in 1996. The increase
in net interest income primarily reflects the Company's continued growth in loan
production, primarily increases in mortgage installment, commercial real estate
and commercial loans as the Company continues to take advantage of its branch
network presence throughout East Tennessee. These increases were offset in part
by the $2,208,929, or 14.93% increase in non-interest expense to $17,008,839 in
1997 from $14,799,910 in 1996, attributable primarily to increasing compensation
and occupancy expenses associated with branch operations.
4
<PAGE> 5
NET INTEREST INCOME. The largest source of earnings for the Company is
net interest income, which is the difference between interest income on
interest-earning assets and interest paid on deposits and other interest-bearing
liabilities. The primary factors which affect net interest income are changes in
volume and yields of earning assets and interest-bearing liabilities, which are
affected in part by management's responses to changes in interest rates through
asset/liability management. During 1998, net interest income was $32,220,308 as
compared to $29,860,866 in 1997, an increase of 7.90%. This increase was due
primarily to an increase in loan volume and lower deposit rates on non-time
deposits. The loan volume increase was also due in part to the Company's
implementation during 1998 of more competitive commercial loan rates. At the
same time, the Company's net interest margin increased in 1998 to 6.53% from
6.21% in 1997. This increase in net interest margin reflects a reduction in the
cost of interest-bearing liabilities, as well as a slight increase in loan
yield. Contributing to the growth in net interest income during 1998 was the
decline in cost of funds, as reflected in the lower amount of interest expense
in 1998 despite an increase in average total deposits.
Net interest income for 1997 was $29,860,866 as compared to $23,696,206
in 1996, an increase of 26.0%. This increase was due primarily to a $61,212,715
increase in average interest-earning assets during 1997 as compared to 1996,
offset by a $53,509,868 increase in average interest bearing liabilities during
the same period to fund such growth. At the same time, the Company's net
interest margin increased in 1997 to 6.21% from 5.65% in 1996. This increase in
net interest margin reflects the Company's focus on commercial and commercial
real estate loans, which generally have shorter terms and are priced based upon
the prime rate offered by New York banks as reported in The Wall Street Journal.
The Company's loan yields were thus enhanced by the 25 basis point prime rate
increase in the first quarter of 1997. Commercial and commercial real estate
loans comprised, in the aggregate, 51.3% of the Company's gross loan portfolio
at December 31, 1997. Offsetting the growth in interest income during 1997 was
the related increase in interest expense arising primarily from the 12.7%
increase in 1997 in the Company's average deposit base.
Average Balances, Interest Rates and Yields. Net interest income is
affected by (i) the difference between yields earned on interest-earning assets
and rates paid on interest-bearing liabilities ("interest rate spread") and (ii)
the relative amounts of interest-earning assets and interest-bearing
liabilities. The Company's interest rate spread is affected by regulatory,
economic and competitive factors that influence interest rates, loan demand and
deposit flows. When the total of interest-earning assets (that is, when yields
earned exceed rates paid) approximates or exceeds the total of interest-bearing
liabilities, any positive interest rate spread will generate net interest
income. Another indication of an institution's net interest income is its "net
yield on interest-earning assets," which is net interest income divided by
average interest-earning assets.
5
<PAGE> 6
The following table sets forth certain information relating to the
Company's consolidated average interest-earning assets and interest-bearing
liabilities and reflects the average yield on assets and average cost of
liabilities for the periods indicated. Such yields and costs are derived by
dividing income or expense by the average daily balance of assets or
liabilities, respectively, for the periods presented. During the periods
indicated, non-accruing loans, if any, are included in the net loan category.
<TABLE>
<CAPTION>
1998
----------------------------------
Average Revenue/ Yield/
Balance Expense Rate
------- ------- ----
<S> <C> <C> <C>
INTEREST-EARNING ASSETS:
Loans(1)
- --------
Commercial ................$235,166,862 $21,002,417 8.93%
Installment - net(2)....... 207,718,394 23,064,331 11.10%
Fees on loans ............. 3,754,124
------------ -----------
Total loans
(including fees)........$442,885,256 $47,820,872 10.80%
Investment securities(3)
- ------------------------
Taxable ...................$ 29,326,409 $ 1,865,083 6.36%
Tax exempt(4) ............. 6,250,730 282,161 4.51%
------------ -----------
Total investment
Securities ............$ 35,577,139 $ 2,147,244 6.04%
Other short-term
Investments ............. 14,808,885 824,340 5.57%
------------ -----------
Total interest-
earning assets ........$493,271,280 $50,792,456 10.30%
------------ -----------
NON-INTEREST-EARNING
ASSETS:
Cash and due from
Banks ...................$ 17,855,077
Premises and
Equipment ............... 9,968,183
Other, less allowance
for loan losses ......... 5,346,239
------------
Total non-interest-
earning assets..........$ 33,169,499
------------
Total average assets......$526,440,779
============
<CAPTION>
1997
--------------------------------------
Average Revenue/ Yield/
Balance Expense Rate
------- ------- ----
<S> <C> <C> <C>
INTEREST-EARNING ASSETS:
Loans(1)
- --------
Commercial ................$240,601,635 $21,476,951 8.93%
Installment - net(2)....... 190,304,270 22,024,965 11.57%
Fees on loans ............. 2,502,460
----------- -----------
Total loans
(including fees)........$430,905,905 $46,004,376 10.68%
Investment securities(3)
- ------------------------
Taxable ...................$ 38,079,718 $ 2,467,835 6.48%
Tax exempt(4) ............. 9,210,719 403,507 4.38%
----------- ----------
Total investment
Securities ............$ 47,290,437 $ 2,871,342 6.07%
Other short-term
Investments ............. 2,409,152 129,080 5.36%
----------- -----------
Total interest-
earning assets ........$480,605,494 $49,004,798 10.20%
----------- -----------
NON-INTEREST-EARNING
ASSETS:
Cash and due from
Banks ...................$ 17,589,326
Premises and
Equipment ............... 9,355,616
Other, less allowance
for loan losses ......... 5,945,568
------------
Total non-interest-
earning assets..........$ 32,890,510
------------
Total average assets......$513,496,004
============
<CAPTION>
1996
-----------------------------------------
Average Revenue/ Yield/
Balance Expense Rate
------- ------- ----
<S> <C> <C> <C>
INTEREST-EARNING ASSETS:
Loans(1)
- --------
Commercial ................ $173,178,149 $14,967,334 8.64%
Installment - net(2)....... 174,667,162 19,022,302 10.89%
Fees on loans ............. 1,395,467
------------ -----------
Total loans
(including fees)........ $347,845,311 $35,385,103 10.17%
Investment securities(3)
- ------------------------
Taxable ................... $ 51,687,569 $ 3,125,592 6.05%
Tax exempt(4) ............. 10,953,312 496,705 4.53%
------------ -----------
Total investment
Securities ............ $ 62,640,881 $ 3,622,297 5.78%
Other short-term
Investments ............. 8,906,587 513,326 5.76%
------------ -----------
Total interest-
earning assets ........ $419,392,779 $39,520,726 9.42%
------------ -----------
NON-INTEREST-EARNING
ASSETS:
Cash and due from
Banks ................... $ 15,979,895
Premises and
Equipment ............... 9,379,752
Other, less allowance
for loan losses ......... 8,457,324
------------
Total non-interest-
earning assets.......... $ 33,816,971
------------
Total average assets...... $453,209,750
============
</TABLE>
- ---------------------------------------------
(1) Average loan balances include nonaccrual loans. Interest income collected
on nonaccrual loans has been included.
(2) Installment loans are stated net of unearned income.
(3) The average balance of and the related yield associated with securities
available for sale are based on the cost of such securities.
(4) Tax exempt income has not been adjusted to tax-equivalent basis.
6
<PAGE> 7
<TABLE>
<CAPTION>
1998 1997 1996
----------------------------------- --------------------------------- -----------------------------------
Average Revenue/ Yield/ Average Revenue/ Yield/ Average Revenue/ Yield/
Balance Expense Rate Balance Expense Rate Balance Expense Rate
------- ------- ---- ------- ------- ---- ----------- ------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
INTEREST-BEARING
LIABILITIES:
Deposits
Savings, NOW
accounts, and
money markets.... $160,775,161 $ 3,849,723 2.39% $150,088,946 $ 3,930,293 2.62% $150,877,450 $ 3,536,624 2.34%
Time deposits...... 255,872,184 13,975,781 5.46% 253,840,096 13,947,656 5.49% 207,440,687 11,641,179 5.61%
----------- ---------- ----------- ---------- ----------- ----------
Total deposits......$416,647,345 $ 17,825,503 4.28% $403,929,042 $ 17,877,949 4.43% $358,318,137 $15,177,803 4.24%
Securities sold
Under repurchase
Agreement and
Short-term
Borrowings............ 2,943,827 115,784 3.93% 4,949,115 236,553 4.78% 4,931,307 227,613 4.62%
Debt ................. 8,503,098 630,861 7.42% 16,147,018 1,029,430 6.38% 8,265,863 19,104 5.07%
--------- ------- ---------- --------- --------- ------
Total interest-
Bearing
Liabilities........ $428,094,270 $ 18,572,148 4.34% $425,025,175 $ 19,143,932 4.50% $371,515,307 $15,824,520 4.26%
----------- ---------- ----------- ---------- ----------- ----------
NON-INTEREST-BEARING
LIABILITIES:
Demand deposits.....$ 39,821,855 $ 33,540,018 $ 30,945,475
Other liabilities... 6,033,556 5,904,610 5,680,694
------------ ------------ ------------
Total liabilities...$ 45,855,411 $ 39,444,628 $ 36,626,169
Stockholders' equity. 52,491,098 49,026,201 45,068,274
------------ ------------ ------------
Total liabilities and
Stockholders' equity.$526,440,779 $513,496,004 $453,209,750
============ ============ ===========
Net interest income.. $ 32,220,308 $ 29,860,866 $23,696,206
============ ============ ==========
MARGIN ANALYSIS:
Interest rate spread.... 5.96% 5.70% 5.16%
===== ===== =====
Net yield on
Interest-earning
assets (net
interest
margin)............... 6.53% 6.21% 5.65%
===== ===== =====
</TABLE>
7
<PAGE> 8
Rate/Volume Analysis. The following table analyzes net interest income in
terms of changes in the volume of interest-earning assets and interest-bearing
liabilities and changes in yields and rates. The table reflects the extent to
which changes in the interest income and interest expense are attributable to
changes in volume (changes in volume multiplied by prior year rate) and changes
in rate (changes in rate multiplied by prior year volume). Changes attributable
to the combined impact of volume and rate have been separately identified.
<TABLE>
<CAPTION>
1998 vs. 1997 1997 vs. 1996
--------------------------------------- ------------------------------------------
Rate/ Total Rate/ Total
Volume Rate Volume Change Volume Rate Volume Change
------ ---- ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
INTEREST INCOME:
Loans net of unearned income $ 1,278 $ 523 $ 15 $ 1,816 $ 8,449 $ 1,752 $ 418 $10,619
Investment securities:
Taxable ................... (567) (46) 11 (602) (823) 224 (59) (658)
Tax exempt ................ (130) 12 (4) (122) (79) (17) 3 (93)
Other short-term investments 664 5 26 695 (374) (36) 26 (384)
------- ------- ------- ------- ------- ------- -------- -------
Total interest income ..... 1,245 494 48 1,787 7,173 1,923 388 9,484
------- ------- ------- ------- ------- ------- -------- -------
INTEREST EXPENSE:
Savings, NOW accounts, and
Money market accounts . 280 (336) (24) (80) (18) 414 (2) 394
Time deposits ............ 111 (83) (1) 27 2,603 (243) (54) 2,306
Short-term borrowings .... (96) (42) 17 (121) 1 8 -- 9
Debt ..................... (487) 169 (80) (398) 399 108 103 610
------- ------- ------- ------- ------- ------- -------- -------
Total interest expense ... (192) (292) (88) (572) 2,985 287 47 3,319
------- ------- ------- ------- ------- ------- -------- -------
Net interest income ......... $ 1,437 $ 786 $ 136 $ 2,359 $ 4,188 $ 1,636 $ 341 $ 6,165
======= ======= ======= ======= ======= ======= ======== =======
</TABLE>
At December 31, 1998, loans outstanding, net of unearned income and
allowance for loan losses, were $466.7 million compared to $441.4 million at
1997 year end. The increase is primarily due to the Company's increased emphasis
during fourth quarter 1998 on loan growth through implementation of a
more-competitive commercial loan rate structure and the hiring of a senior
commercial lender from a regional bank who brought new and significant seasoned
lending relationships to the Bank and an experienced commercial lending staff.
Average outstanding loans, net of unearned interest, for 1998 were $442.9
million, an increase of 2.78% from the 1997 average of $430.9 million. The
average outstanding loans for 1996 were $347.8 million. The growth in average
loans for the past three years can be attributed to the Company's continuing
market expansion into surrounding counties through the Company's branch network
and to the development of its other financing businesses and indirect financing.
During 1998, the Company continued its expansion with a new branch in Cocke
County and new offices in the consumer finance subsidiary. The marginal increase
in interest income can be attributed to the decrease in the prime rate during
the latter part of 1998. During 1997, increases in the prime rate were reflected
in the slight increase in overall loan yields in 1997 compared to 1996. During
1996, the prime rate was generally constant at 8.25%.
Average investment securities for 1998 were $35.6 million, compared to
$47.3 million in 1997, and $62.6 million in 1996. In 1998, the average yield on
investments was 6.04%, essentially the same as the 6.07% yield in 1997 and an
increase from the 5.78% yield in 1996. This is reflective of the Company's
substantial proportion of adjustable-rate securities comprising its investment
portfolio and the reduction in the prime rate during the latter part of 1998.
Income provided by the investment portfolio in 1998 was $2,147,244 as compared
to $2,871,342 in 1997, and $3,662,297 in 1996. The decline in the average
balance of investment securities from 1997 to 1998 was the result of funding the
loan growth experienced by the Company during 1998.
PROVISION FOR LOAN LOSSES. The Company's provision for loan losses
decreased $2,536,195, or 42.6%, to $3,417,010 in 1998 from $5,953,205 in 1997.
The decrease in the provision for loan losses is
8
<PAGE> 9
primarily attributable to a reduction in problem loans associated with Superior
Financial in prior years and management's assessment of the reduced risk profile
in its existing portfolio. The ratio of loans 30 days or more past due to total
gross loans for consumer loans originated by Superior Financial decreased from
7.61% at December 31, 1996 to 5.12% at December 31, 1997 and to 2.58% at
December 31, 1998. Management of the Company believes that these past due and
nonperforming loans originated by its consumer finance subsidiary reflect the
risk inherent in this type of business. However, management also believes this
risk is also offset by the net benefits attributable to operation of the finance
company, including a higher net yield on these types of loans, market
penetration and diversification of the Company's activities into non-traditional
lending areas.
To further manage its credit risk on loans, the Company maintains a
"watch list" of loans that, although currently performing, have characteristics
that require closer supervision by management. At December 31, 1998, the Company
had identified $11.2 million in loans that were placed on its "watch list."
The Company's provision for loan losses in 1997 increased by $2,980,012
or 100.23%, to $5,953,205 in 1997 from $2,973,193 in 1996. This increase
reflects the Company's more aggressive identification of potential problem loans
and the inclusion of the risks associated with such loans in the determination
of the Company's allowance for losses. In addition, the increase reflected
management's assessment of the risk of loss in its loan portfolio, as indicated
by its increasing amount of charge-offs. In 1997, the Company's net charge-offs
increased $3.4 million or 456% to $4.1 million from $737,000 in 1996. The
Company's net charge-offs to average loans outstanding increased in 1997 to
0.95% from 0.21% in 1996, a 352% growth that exceeded the growth in the
Company's average loans outstanding during the same period. These charge-offs
were primarily attributable to consumer loans originated by Superior Financial
during the period 1994 through 1997 and both secured and unsecured loans.
The Company's provision for loan losses in 1996 increased by $1,549,541
or 108.8%, to $2,973,193 in 1996 from $1,423,656 in 1995. This increase
reflected the Company's more aggressive identification of potential problem
loans and the inclusion of the risks associated with such loans in the
determination of the Company's allowance for losses. In addition, the provision
reflected the perceived risk associated with commercial loans originated by the
Company which have higher individual balances and are more susceptible to
delinquency than mortgage installment and installment real estate loans. This
approach is consistent with the Company's concurrent imposition during 1995 of
stricter loan underwriting standards. From 1995 to 1996, nonperforming assets
increased $0.2 million, or 9.5%, from $2.1 million in 1995 to $2.3 million in
1996.
NON-INTEREST INCOME. Income that is not related to interest-earning
assets, consisting primarily of service charges, commissions and fees, has
become more important as increases in levels of interest-bearing deposits and
other liabilities make it more difficult to maintain interest rate spreads.
Total non-interest income for 1998 was $4,555,489 as compared to
$3,921,116 in 1997 and $3,410,780 in 1996. The largest components of
non-interest income are service charges, commissions and fees, which totaled
$3,742,053 in 1998, $3,168,699 in 1997 and $2,593,594 in 1996. The increase from
1997 to 1998 reflects management's continued focus on the generation of fee
income and additional fee income generated by the subsidiaries of Greene County
Bank.
NON-INTEREST EXPENSE. Control of non-interest expense also is an
important aspect in managing net income. Non-interest expense includes, among
others, personnel, occupancy, and other expenses such as data processing,
printing and supplies, legal and professional fees, postage and Federal Deposit
Insurance Corporation assessments. Total non-interest expense was $20,461,962 in
1998, compared to $17,008,839 in 1997 and $14,799,910 in 1996.
9
<PAGE> 10
Personnel costs are the primary element of the Company's non-interest
expenses. In 1998, salaries and benefits represented $11,458,768 or 56.0% of
total non-interest expenses. This was an increase of $1,933,566 or 20.3% over
1997's total of $9,525,202. Personnel costs for 1997 increased $1,631,567 or
20.7% over 1996's total of $7,893,635. These increases were due to opening a new
branch requiring increased staff levels and increased employee benefit costs,
including health insurance and retirement benefit costs. Overall, the number of
full-time equivalent employees at December 31, 1998 was 307 versus 268 at
December 31, 1997, an increase of 14.6%.
Occupancy and furniture and equipment expense exhibited the same upward
trend during the past three years as did personnel costs due to essentially the
same reasons referenced above. At December 31, 1998, the Company had 35 branches
compared to 29 branches at December 31, 1997.
Assessments by the FDIC increased from $6,187 in 1996 to $54,989 in 1997
and increased to $65,414 in 1998. These premiums, representing a percentage of
deposit base, and based upon deposit levels at period ends, have been
consistently reduced and essentially eliminated for well-capitalized banks such
as those owned by the Company, although premiums are still being assessed for
repayment of debt incurred by the federal government in connection with the
deposit insurance fund (i.e., the "FICO bonds"). For 1999, the FDIC premiums
(including assessments for the FICO bonds) are calculated at 1.176 basis points
on the assessable deposit base. The Company's premiums for 1999 are estimated to
be $55,000 assuming the same deposit base at December 31, 1998.
Other expenses increased $1,307,247, or 27.0%, from 1997 to 1998
representing primarily the Company's new bank branch, which required additional
advertising, postage, telephone and other expenses, as well as increased
expenses related to new programs for customer product delivery. The increase
from 1996 to 1997 was $85,012, or 1.8%.
CHANGES IN FINANCIAL CONDITION
Total assets at December 31, 1998 were $568.2 million, an increase of
$34.1 million, or 6.4%, over 1997's year end total assets of $534.1 million.
Average assets for 1998 were $526.4 million, an increase of $12.9 million or
2.5% over 1997 average assets of $513.5 million. This increase was the result of
loan growth, funded by increases in average deposits and, to a lesser extent, by
FHLB advances. Return on average assets was 1.56% in 1998, as compared to 1.33%
in 1997 and 1.32% in 1996.
Earning assets consist of loans, investment securities and short-term
investments that earn interest. Average earning assets during 1998 were $493.3
million, an increase of 2.6% from an average of $480.6 million in 1997.
Non-performing loans include non-accrual and classified loans. The
Company has a policy of placing loans 90 days delinquent in non-accrual status
and charging them off at 120 days past due. Other loans past due that are well
secured and in the process of collection continue to be carried on the Company's
balance sheet. For further information, see Note 1 of the Notes to Consolidated
Financial Statements. The Company has aggressive collection practices in which
senior management is significantly and directly involved.
The Company maintains an investment portfolio to provide liquidity and
earnings. Investments at year end 1998 with an amortized cost of $30.2 million
had a market value of $30.3 million. At year end 1997, investments with an
amortized cost of $41.3 million had a market value of $41.5 million. This
decline in investments in 1998 reflects the Company's continuing shift of funds
to higher-yielding commercial and consumer lending.
10
<PAGE> 11
The Company's deposits were $459.2 million at December 31, 1998. This
represents a decrease of $2.5 million, or 0.5%, from the $461.7 million of
deposits at December 31, 1997. The decrease is primarily the result of a
reduction in certificates of deposit in late 1998 due to the Company's policy of
funding increased loan demand via lower-cost vehicles such as borrowing from the
Federal Home Loan Bank of Cincinnati. Although year-end balances of deposits
declined in 1998 as compared to 1997, the Company's average deposit balances
increased during 1998.
In 1998, demand deposit balances increased 3.8% from 1997. Demand deposit
balances were approximately $37.1 million and $35.7 million at December 31, 1998
and 1997, respectively.
Average interest-bearing deposits increased $12.7 million, or 3.1%, in
1998. In 1997, average interest-bearing deposits increased $45.6 million or
12.7% over 1996. These increases in deposits are reflective of the Company's
aggressive efforts to attract new deposit customers for the purpose of funding
various lending programs.
The Company's continued ability to fund its loan and overall asset growth
remains dependent upon the availability of deposit market share in the Company's
existing market of East Tennessee. As of June 30, 1998, approximately 64.7% of
the deposit base of East Tennessee was controlled primarily by five commercial
banks, one savings bank and one credit union and, as of September 1998, the
total deposit base of Tennessee commercial banks had a weighted average rate of
4.79%. Management of the Company does not anticipate further significant growth
in its deposit base unless it either offers interest rates well above its
prevailing weighted average rate of 4.28% or it acquires deposits from other
financial institutions. During 1998, the premiums charged in Tennessee by
selling financial institutions for deposit accounts ranged from 6.7% to 37.8%.
If the Company takes action to increase its deposit base by offering
above-market interest rates or by acquiring deposits from other financial
institutions and thereby increases its overall cost of deposits, its net
interest income could be adversely affected if it is unable to correspondingly
increase the rates it charges on its loans.
Interest paid on deposits in 1998 totaled $17,825,503 reflecting a 4.28%
cost on average interest-bearing deposits of $416.6 million. In 1997, interest
of $17,877,949 was paid at a cost of 4.43% on average deposits of $403.9
million. In 1996, interest of $15,177,803 was paid at a cost of 4.24% on average
deposits of $358.3 million.
INTEREST RATE SENSITIVITY
Deregulation of interest rates and more volatile short-term,
interest-bearing deposits have created a need for shorter maturities of earning
assets. An increasing percentage of commercial and installment loans are being
made with variable rates or shorter maturities to increase liquidity and
interest rate sensitivity.
The difference between interest-sensitive asset repricing and
interest-sensitive liability repricing within time periods is referred to as the
interest rate sensitivity gap. Gaps are identified as either positive (interest
sensitive assets in excess of interest sensitive liabilities) or negative
(interest sensitive liabilities in excess of interest sensitive assets). The
Company currently believes it is slightly asset sensitive. The Company considers
certain demand and time deposits as having longer maturities than what may be
considered typical for the industry and, thus, its liabilities are not as
sensitive to changes in interest rates. On December 31, 1998, the Company had a
positive cumulative one-year gap position of $76.7 million, indicating that
while $350.9 million in assets were repricing, only $274.2 million in
liabilities would reprice in the same time frame.
11
<PAGE> 12
The following table reflects the Company's interest rate gap position at
December 31, 1998 based upon repricing dates rather than maturity dates. This
table represents a static point in time and does not consider other variables
such as changing relationships or interest rate levels.
<TABLE>
<CAPTION>
-------------------------------------------------------------
Expected Maturity Date
-------------------------------------------------------------
1999 2000 2001 2002
---- ---- ---- ----
(Dollars in Thousands)
<S> <C> <C> <C> <C>
INTEREST-EARNING ASSETS:
Loans, net of allowance for
loan losses................. $ 300,323 $ 66,221 $ 47,731 $ 24,329
Average interest rate....... 8.81% 9.44% 9.25% 9.05%
Investment securities........... $ 26,299 $ 1,948 $ 830 $ 759
Average interest rate...... 5.56% 4.83% 5.37% 4.60%
Federal funds sold.............. $ 24,300 -- -- --
Average interest rate....... 4.75% -- -- --
---------- ---------- ---------- ----------
Total interest-earning
Assets...................... $ 350,922 $ 68,169 $ 48,561 $ 25,088
---------- ---------- ---------- ----------
INTEREST-BEARING LIABILITIES(1):
Savings and time deposits....... $ 205,176 $ 53,661 $ 16,549 $ 6,716
Average interest rate....... 5.02% 4.79% 4.01% 3.51%
Money market and
Transaction accounts........ $ 34,984 $ 19,578 $ 19,578 $ 14,756
Average interest rate....... 1.86% 1.79% 1.79% 1.66%
Debt and other borrowed
money(2)........................ $ 31,667 $ 87 $ 87 $ 187
Average interest rate....... 5.15% 5.94% 5.94% 7.04%
Securities sold under
agreement to repurchase...... $ 2,416 $ -- $ -- $ --
Average interest rate........ 4.00% -- -- --
---------- ---------- ---------- ----------
Total interest-bearing
liabilities..................... $ 274,243 $ 73,326 $ 36,214 $ 21,659
========== ========== ========== ==========
Interest sensitivity gap............ $ 76,679 $ (5,157) $ 12,347 $ 3,429
========== ========== ========== ==========
Cumulative interest
Sensitive gap..................... $ 76,679 $ 71,522 $ 83,869 $ 87,298
========== ========== ========== ==========
Interest sensitive gap to
Total assets...................... 13.49% -0.91% 2.17% 0.60%
========== ========== ========== ==========
Cumulative interest
Sensitive gap to total assets..... 13.49% 12.58% 14.75% 15.36%
========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
---------------------------------------------------------------
Expected Maturity Date
---------------------------------------------------------------
2003 Thereafter Total Fair Value
---- ---------- ----- ----------
(Dollars in Thousands)
<S> <C> <C> <C> <C>
INTEREST-EARNING ASSETS:
Loans, net of allowance for
loan losses................. 12,118 $ 15,939 $ 466,661 $ 467,522
Average interest rate....... 8.67% 8.64% 8.95%
Investment securities........... 103 $ 408 $ 30,347 $ 30,347
Average interest rate...... 4.69% 4.28% 5.47%
Federal funds sold.............. -- -- $ 24,300 $ 24,300
Average interest rate....... -- -- 4.75%
---------- ---------- ---------- ----------
Total interest-earning
Assets...................... $ 12,221 $ 16,347 $ 521,308 $ 522,169
---------- ---------- ---------- ----------
INTEREST-BEARING LIABILITIES(1):
Savings and time deposits....... $ 5,689 $ 9,512 $ 297,303 $ 294,227
Average interest rate....... 2.75% 2.25% 4.76%
Money market and
Transaction accounts........ $ 14,756 $ 21,174 $ 124,826 $ 112,175
Average interest rate....... 1.66% 1.51% 1.73%
Debt and other borrowed
money(2)........................ $ 219 $ 4,380 $ 36,627 $ 36,610
Average interest rate....... 7.15% 6.97% 5.19%
Securities sold under
agreement to repurchase..... $ -- $ -- $ 2,416 $ 2,416
Average interest rate....... -- -- 4.00%
---------- ---------- ---------- ----------
Total interest-bearing
liabilities..................... $ 20,664 $ 35,066 $ 461,172 $ 450,228
========== ========== ========== ==========
Interest sensitivity gap............ $ (8,443) $ (18,719) $ 60,136 $ 71,941
========== ========== ========== ==========
Cumulative interest
Sensitive gap..................... $ 78,855 $ 60,136 $ 60,136 $ 71,941
========== ========== ========== ==========
Interest sensitive gap to
Total assets...................... -1.49% -3.29% 10.58% 12.65%
========== ========== ========== ==========
Cumulative interest
Sensitive gap to total assets..... 13.87% 10.58% 10.58% 12.65%
========== ========== ========== ==========
</TABLE>
(1) The Company has presented substantial balances of deposits as non-rate
sensitive and/or not repricing within one year.
(2) For further information regarding fair value of debt instruments, see
Note 18 of Notes to Consolidated Financial Statements. Accounts also
include a note payable to a related party. See Note 5 of Notes to
Consolidated Financial Statements.
The above table reflects a positive cumulative gap position in all
maturity classifications. This is the result of core deposits being used to fund
shorter term interest earning assets, such as loans and investment securities. A
positive cumulative gap position implies that interest earning assets (loans and
investments) will reprice at a faster rate than interest-bearing liabilities
(deposits). In a rising rate environment, this position will generally have a
positive effect on earnings, while in a falling rate environment this position
will generally have a negative effect on earnings. Other factors, however,
including the speed at which assets and liabilities reprice in response to
changes in market rates and the interplay of competitive factors, can also
influence the overall impact on net income of changes in interest rates.
Management believes that a rapid, significant and prolonged increase or decrease
in rates could have a substantial adverse impact on the Company's net interest
margin.
12
<PAGE> 13
INFLATION
The effect of inflation on financial institutions differs from its impact
on other types of businesses. Since assets and liabilities of banks are
primarily monetary in nature, they are more affected by changes in interest
rates than by the rate of inflation.
Inflation generates increased credit demand and fluctuation in interest
rates. Although credit demand and interest rates are not directly tied to
inflation, each can significantly impact net interest income. As in any business
or industry, expenses such as salaries, equipment, occupancy, and other
operating expenses also are subject to the upward pressures created by
inflation.
Since the rate of inflation has been stable during the last several
years, the impact of inflation on the earnings of the Company has been
insignificant.
EFFECT OF NEW ACCOUNTING STANDARDS
In June 1997, the FASB issued SFAS No. 130, "Reporting of Comprehensive
Income," which establishes standards for reporting and display of comprehensive
income and its components (revenues, expenses, gains and losses) in a complete
set of financial statements. This statement also requires that all items that
are required to be recognized under accounting standards as components of
comprehensive income be reported in a financial statement that is displayed with
the same prominence as other financial statements. Reclassification of financial
statements for earlier periods for comparative purposes is required. Adoption of
this new standard did not have a material effect on the Company's financial
condition or the results of its operations. The Company adopted SFAS No. 130 on
January 1, 1998.
In June, 1997, the FASB issued SFAS No. 131, "Disclosures about Segments
of an Enterprise and Related Information," which establishes standards for
reporting by public companies of operating segments in annual financial
statements and requires that those enterprises also report selected information
about operating segments in interim financial reports issued to shareholders.
This statement also establishes standards for related disclosures about products
and services, geographic areas, and major customers. This statement requires the
reporting of financial and descriptive information about an enterprise's
reportable operating segments. This statement is effective for periods beginning
after December 15, 1997. In the initial year of application, comparative
information for earlier years must be restated. The disclosure impact of SFAS
No. 131 is described in Note 20 of the Consolidated Financial Statements. The
Company adopted SFAS No. 131 on December 31, 1998.
During February 1998, the FASB issued SFAS No. 132, "Employers'
Disclosures about Pensions and Other Postretirement Benefits." The statement
revises employers' disclosures about pension and other postretirement benefit
plans. It does not change the measurement or recognition of those plans.
Restatement of disclosures for earlier periods for comparative purposes is
required. The disclosure impact of SFAS No. 132 is described in Note 11 of the
financial statements. The Company adopted SFAS No. 132 on December 31, 1998.
In June, 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." The statement established accounting and
reporting standards requiring that every derivative instrument (including
certain derivative instruments embedded in other contracts) be recorded in the
balance sheet as either an asset or liability measured at its fair value. The
statement requires that changes in the derivative's fair value be recognized
currently in earnings unless specific hedge accounting criteria are met. Special
accounting for qualifying hedges allows a derivative's gains and losses to
offset related results on the hedged item in the income statement, and requires
that a company must formally document, designate and assess the effectiveness of
transactions that receive hedge accounting.
13
<PAGE> 14
SFAS No. 133 is effective for fiscal years beginning after June 15, 1999.
A company may also implement the statement as of the beginning of any fiscal
quarter after issuance (that is, fiscal quarters beginning June 16, 1998 and
thereafter). SFAS No. 133 cannot be applied retroactively. SFAS No. 133 must be
applied to (a) derivative instruments and (b) certain derivative instruments
embedded in hybrid contracts that were issued, acquired or substantively
modified after December 31, 1997 (and, at the Company's election, before January
1, 1998).
The Company has not yet quantified the impacts of adopting SFAS No. 133
on its financial statements and has not determined the timing or method of its
adoption of SFAS No. 133. However, the statement could increase volatility in
earnings and other comprehensive income.
The FASB has issued SFAS No. 134, "Accounting for Mortgage-Backed
Securities Retained after the Securitization of Mortgage Loans Held for Sale by
a Mortgage Banking Enterprise." The statement requires that an entity engaged in
mortgage banking activities classify any resulting mortgage-backed securities or
other retained interests based on its ability and intent to sell or hold these
investments. The statement is effective for 1999 for the Company; however,
management does not expect this pronouncement to have a significant impact on
the Company's financial position.
YEAR 2000
The Year 2000 issue is the result of computer programs being written
using two digits rather than four to define the applicable year. The Company's
computer equipment and software and devices with imbedded technology that are
time-sensitive may recognize a date using "00" as the year 1900 rather than the
year 2000 and thereafter. This could result in a system failure or
miscalculations causing disruptions of operations, including, among other
things, a temporary inability to process transactions and/or invoices or engage
in similar normal business activities.
The Company has been actively involved in Year 2000 ("Y2K") issues and
has assessed its state of readiness by evaluating its information technology
("IT") and non-IT systems. IT systems commonly include data processing,
accounting, telephone/PBX systems, etc. Examples of non-IT systems are alarm
systems, fax machines and other miscellaneous systems.
With respect to its mission critical IT systems, the Company estimates
that its Y2K identification, assessment, remediation and testing efforts are
substantially complete. Test results have been reviewed by the Company's
internal auditing coordinator in conjunction with financial industry
consultants. During 1999, further testing will be carried out in order to ensure
that all systems are working properly. The Company has assessed its Y2K status
in regard to non-IT systems and has determined that no material risk exists.
The Company has also verbally communicated with its significant vendors
in order to determine the extent to which interfaces with such entities are
vulnerable to Y2K issues and whether the products and services purchased from
such entities are Y2K compliant. The Company has received either verbal or
written assurance from these vendors that they expect to address all their
significant Y2K issues on a timely basis. Further, the Company has conducted
telephonic Y2K evaluations with significant depositors and/or borrowers and has
evaluated the responses as part of its Y2K assessment. With respect to
significant depositors, the Company does not anticipate any material Y2K issues.
The Company has assessed the results of its evaluation regarding significant
borrowers and such results are reflected in its allowance for loan losses for
the year ended December 31, 1998. The Company also began in June 1998
incorporating the Y2K issue in its underwriting process as it relates to
significant borrowers, and has begun communicating the Y2K issue to its checking
account base via statement fliers. Further, the Company has been conducting Y2K
awareness seminars with its customer base beginning in January 1999.
14
<PAGE> 15
The Company believes that the cost of its Y2K identification, assessment,
remediation and testing efforts will not exceed $200,000 in terms of incremental
cash outflows. The Company spent approximately $150,000 as of March 26, 1999 and
expects to spend an additional $50,000 on such efforts. The source of these
funds can be provided from cash flows from operations of the Company.
The Company anticipates that the most likely worst case scenario will be
a combination of several borrowers experiencing short term Y2K cash flow
problems and a pre-Y2K increased cash demand from its overall customer base. The
Company does not consider a computer system failure as likely because of the
extensive pre-Y2K preparation by the Company. The other commonly discussed
failure is a collapse of the power grid, which the Company considers unlikely in
view of the reports made by the various power companies in the newspapers with
respect to their Y2K readiness.
If the Company has borrowers that experience Y2K cash flow problems, they
will be dealt with in the same routine manner in which normal cash flow
interruptions by borrowers are handled; however, the Company does not anticipate
any material Y2K failure of borrowers due to the Company's ongoing review
process. Any Y2K increase in cash demand will be funded by the Company's normal
currency ordering procedures.
The Company's Y2K coordinator will continue to review the status of the
Company's Y2K readiness and report his findings to the Board of Directors.
15
<PAGE> 16
Report of Independent Accountants
To the Board of Directors
Greene County Bancshares, Inc.
In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of income, comprehensive income, shareholders' equity
and of cash flows present fairly, in all material respects, the financial
position of Greene County Bancshares, Inc. and its subsidiaries at December 31,
1998 and 1997, and the results of their operations and their cash flows for each
of the three years in the period ended December 31, 1998, in conformity with
generally accepted accounting principles. These financial statements are the
responsibility of the Corporation's management; our responsibility is to express
an opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit 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, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
PricewaterhouseCoopers LLP
Knoxville, Tennessee
January 29, 1999
16
<PAGE> 17
GREENE COUNTY BANCSHARES, INC.
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
ASSETS
Cash and due from banks $ 19,591,814 $ 20,687,367
Securities available-for-sale (Note 3) 26,726,813 33,851,953
Securities held-to-maturity - approximate
market value of $3,619,748 and $7,637,774 in
1998 and 1997, respectively (Note 3) 3,619,992 7,627,126
Federal funds sold 24,300,000 5,500,000
Loans, net (Notes 4 and 5) 466,661,145 441,389,766
Premises and equipment, net (Note 6) 11,715,143 9,803,199
Accrued interest receivable 3,901,795 4,377,481
Deferred income taxes (Note 12) 2,648,178 2,447,858
Cash surrender value of life insurance contracts 4,136,062 3,904,675
Other assets 4,878,583 4,512,276
---------------- ----------------
Total assets $ 568,179,525 $ 534,101,701
================ ================
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
17
<PAGE> 18
GREENE COUNTY BANCSHARES, INC.
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits (Note 7):
Noninterest bearing demand deposits $ 37,053,958 $ 35,708,317
Interest bearing accounts:
NOW 12,883,063 81,936,674
Money market transaction 111,966,713 30,228,480
Savings 47,526,285 46,800,738
Certificates of deposit $100,000 and over 52,022,269 61,002,308
Other certificates of deposit 197,731,072 206,052,041
----------------- -----------------
Total deposits 459,183,360 461,728,558
----------------- -----------------
Federal funds purchased 4,800,000 -
Securities sold under agreements to repurchase 2,416,000 1,414,000
Accrued interest and other liabilities 9,767,259 5,359,563
Related party notes payable (Note 5) 2,511,418 2,561,418
Long-term debt (Note 8) 34,115,690 12,925,302
----------------- -----------------
Total liabilities 512,793,727 483,988,841
----------------- -----------------
Commitments and contingencies (Notes 9, 11, 13, 14 and 17)
Shareholders' equity (Note 10):
Common stock, par value $10, authorized 5,000,000
shares; issued and outstanding 1,357,198 and 1,354,500
shares in 1998 and 1997, respectively 13,571,980 13,545,000
Paid-in capital 4,172,180 4,052,656
Retained earnings 37,421,151 32,332,574
Accumulated other comprehensive income, net of income tax
expense of $57,820 and $60,469 in 1998 and 1997, respectively 220,487 182,630
----------------- -----------------
Total shareholders' equity 55,385,798 50,112,860
----------------- -----------------
$ 568,179,525 $ 534,101,701
================= =================
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
(continued)
18
<PAGE> 19
GREENE COUNTY BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
<TABLE>
<CAPTION>
1998 1997 1996
<S> <C> <C> <C>
Interest income:
Loans $ 47,820,872 $ 46,004,376 $ 35,385,103
Securities available-for-sale 1,684,453 2,342,170 3,111,304
Securities held-to-maturity 462,791 529,172 510,993
Federal funds sold 824,340 129,080 513,326
-------------- -------------- --------------
Total interest income 50,792,456 49,004,798 39,520,726
Interest expense:
Deposit accounts 17,825,503 17,877,949 15,177,803
Securities sold under agreements to repurchase 115,784 236,553 227,613
Related party notes payable 197,557 249,829 160,718
Long-term debt 433,304 779,601 258,386
-------------- -------------- --------------
Total interest expense 18,572,148 19,143,932 15,824,520
-------------- -------------- --------------
Net interest income 32,220,308 29,860,866 23,696,206
Provision for loan losses (3,417,010) (5,953,205) (2,973,193)
-------------- -------------- --------------
Net interest income after provision for loan losses 28,803,298 23,907,661 20,723,013
Noninterest income:
Service charges, commissions and fees 3,742,053 3,168,699 2,593,594
Net realized gains on calls of available-for-sale securities - 1,982 -
Gain on sale of branch - 191,261 -
Other income 813,436 559,174 817,186
-------------- -------------- --------------
Total noninterest income 4,555,489 3,921,116 3,410,780
-------------- -------------- --------------
Noninterest expense:
Salaries and benefits 11,458,768 9,525,202 7,893,635
Occupancy expenses 1,413,988 1,219,125 1,057,418
Furniture and equipment expense 1,373,130 1,354,745 1,315,721
(Gain) loss on other real estate owned (5,310) 6,053 (240,252)
Net realized losses on sales of available-for-sale securities - - 3,488
Federal insurance premiums 65,414 54,989 6,187
Other expenses 6,155,972 4,848,725 4,763,713
-------------- -------------- --------------
Total noninterest expense 20,461,962 17,008,839 14,799,910
-------------- -------------- --------------
Income before income taxes 12,896,825 10,819,938 9,333,883
Income tax expense:
State 604,699 670,691 515,065
Federal 4,085,707 3,319,073 2,855,556
-------------- -------------- --------------
Total income tax expense 4,690,406 3,989,764 3,370,621
-------------- -------------- --------------
Net income $ 8,206,419 $ 6,830,174 $ 5,963,262
============== ============== ==============
Per share of common stock:
Net income, basic $ 6.05 $ 5.04 $ 4.43
============== ============== ==============
Net income, assuming dilution $ 6.02 $ 5.03 $ 4.43
============== ============== ==============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
19
<PAGE> 20
GREENE COUNTY BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
<TABLE>
<CAPTION>
1998 1997 1996
<S> <C> <C> <C>
Net income $ 8,206,419 $ 6,830,174 $ 5,963,262
Other comprehensive income, net of tax:
Tax benefit from exercise of stock options 43,344 - 82,804
Unrealized gains (losses) on securities (5,487) 155,289 (291,923)
------------- ------------- -------------
Other comprehensive income 37,857 155,289 (209,119)
------------- ------------- -------------
Comprehensive income $ 8,244,276 $ 6,985,463 $ 5,754,143
============= ============= =============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
20
<PAGE> 21
GREENE COUNTY BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
<TABLE>
<CAPTION>
ACCUMULATED
OTHER
COMMON PAID-IN RETAINED COMPREHENSIVE
STOCK CAPITAL EARNINGS INCOME TOTAL
----- ------- -------- ------ -----
<S> <C> <C> <C> <C> <C>
December 31, 1995 $ 4,424,440 $ 2,914,724 $ 33,498,636 $ 236,460 $ 41,074,260
Net income - - 5,963,262 - 5,963,262
Other comprehensive loss, net of tax
Unrealized loss on securities - - - (291,923) (291,923)
Tax benefit from exercise of nonincentive
stock options - - - 82,804 82,804
Dividends paid ($1.72 per share) - - (2,328,858) - (2,328,858)
Issuance of 27,123 shares 90,410 1,135,381 - - 1,225,791
------------- ------------- -------------- ------------ --------------
December 31, 1996 4,514,850 4,050,105 37,133,040 27,341 45,725,336
Net income - 6,830,174 - 6,830,174
Other comprehensive income, net of tax
Unrealized gain on securities - - - 155,289 155,289
Dividends paid ($1.92 per share) - - (2,600,640) - (2,600,640)
Issuance of 45 shares 150 2,551 - - 2,701
Three-for-one stock split 9,030,000 - (9,030,000) - -
------------- ------------- -------------- ------------ --------------
December 31, 1997 13,545,000 4,052,656 32,332,574 182,630 50,112,860
Net income - - 8,206,419 - 8,206,419
Other comprehensive loss, net of tax
Unrealized loss on securities - - - (5,487) (5,487)
Tax benefit from exercise of
nonincentive stock options - - - 43,344 43,344
Dividends paid ($2.30 per share) - - (3,117,842) - (3,117,842)
Issuance of 2,698 shares 26,980 119,524 - - 146,504
------------- ------------- -------------- ------------ --------------
December 31, 1998 $ 13,571,980 $ 4,172,180 $ 37,421,151 $ 220,487 $ 55,385,798
============= ============= ============== ============ ==============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
21
<PAGE> 22
GREENE COUNTY BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
<TABLE>
<CAPTION>
1998 1997 1996
<S> <C> <C> <C>
Net cash provided by operating activities:
Net income $ 8,206,419 $ 6,830,174 $ 5,963,262
Adjustments to reconcile net income to net
cash provided by operating activities:
Provision for loan losses 3,417,010 5,953,205 2,973,193
Provision for depreciation and amortization 993,523 1,146,564 1,096,120
Amortization of investment security premiums, net of accretion 314,599 420,829 515,996
Net realized (gains) losses on available-for-sale securities - (1,982) 3,488
Gain on sale of fixed assets (5,030) - -
(Gain) loss on other real estate owned (5,310) 6,053 (240,252)
Gain on sale of branch - (191,261) -
Deferred income tax benefit (200,320) (573,157) (677,653)
Increase in cash surrender value of life insurance contracts (231,387) (154,003) (170,472)
Change in accrued income and other assets 437,319 (1,033,423) 1,238,459
Change in accrued interest and other liabilities 4,929,375 555,121 (1,047,045)
------------ ------------ -------------
Net cash provided by operating activities 17,856,198 12,958,120 9,655,096
------------ ------------ -------------
Cash flows from investing activities:
Acquisition of bank, net of acquired cash - - 1,022,043
Purchases of available-for-sale securities (1,950,832) (578,184) (14,766,578)
Proceeds from sales of available-for-sale securities - - 2,000,000
Proceeds from maturities of available-for-sale securities 8,770,371 9,510,288 36,488,422
Purchases of securities held-to-maturity (75,000) - (6,815,907)
Proceeds from maturities of securities held-to-maturity 4,065,000 1,800,000 6,748,835
Net originations of loans (30,247,073) (66,708,497) (76,092,935)
Proceeds from sales of other real estate owned 544,369 347,370 337,605
Proceeds from sale of fixed assets 34,267 - -
Fixed asset additions (2,718,705) (1,048,526) (1,845,545)
Decrease (increase) in federal funds sold (18,800,000) (5,500,000) 23,800,000
Cash transferred in sale of branch - (988,302) -
------------ ------------ -------------
Net cash used by investing activities (40,377,603) (63,165,851) (29,124,060)
------------ ------------ -------------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
(continued)
22
<PAGE> 23
GREENE COUNTY BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
<TABLE>
<CAPTION>
1998 1997 1996
<S> <C> <C> <C>
Cash flows from financing activities:
Net increase in demand deposits, NOW, money
market and savings accounts 14,755,810 5,259,522 11,056,917
Net increase (decrease) in certificates of deposit (17,301,008) 49,078,207 9,708,911
Increase in federal funds purchased 4,800,000 - -
Increase (decrease) in securities sold under agreements to repurchase 1,002,000 (1,858,000) (1,512,000)
Payments on related party notes payable (50,000) (50,000) (50,000)
Payments on long-term debt (2,309,612) (19,769,657) (19,781,151)
Borrowings of long-term debt 23,500,000 19,500,637 29,500,000
Proceeds from issuance and sale of common stock 146,504 2,701 484,366
Cash dividends paid (3,117,842) (2,600,640) (2,328,858)
--------------- --------------- ---------------
Net cash provided by financing activities 21,425,852 49,562,770 27,078,185
--------------- --------------- ---------------
Net increase (decrease) in cash and cash equivalents (1,095,553) (644,961) 7,609,221
Cash and cash equivalents at beginning of year 20,687,367 21,332,328 13,723,107
--------------- --------------- ---------------
$ 19,591,814 $ 20,687,367 $ 21,332,328
=============== =============== ===============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
23
<PAGE> 24
GREENE COUNTY BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
The accounting policies of Greene County Bancshares, Inc. (the
Corporation) and subsidiary conform to generally accepted
accounting principles and to general practices of the banking
industry. The following is a summary of the more significant
policies. Certain reclassifications have been made in the 1997 and
1996 consolidated financial statements and accompanying notes to
conform with the 1998 presentation.
PRINCIPLES OF CONSOLIDATION - The consolidated financial statements
include the accounts of Greene County Bancshares, Inc. and its
wholly-owned subsidiary, Greene County Bank (the Bank). The
Corporation's other wholly-owned subsidiary, Premier Bank of East
Tennessee, combined with the Bank in October 1998. Superior
Financial Services, Inc. and GCB Acceptance Corp., Inc., consumer
finance companies, are wholly owned subsidiaries of Greene County
Bank. Superior Mortgage, Inc., a mortgage company and Fairway
Title Co., Inc., a title company, are also wholly owned
subsidiaries of Greene County Bank. All material intercompany
balances and transactions have been eliminated in consolidation.
CASH AND DUE FROM BANKS - For purposes of reporting cash flows,
cash and due from banks include cash on hand, cash items in the
process of collection and amounts due from banks with a maturity of
less than three months.
The Bank is required to maintain certain daily reserve balances on
hand in accordance with Federal Reserve Board requirements. The
average reserve balance maintained in accordance with such
requirements was approximately $1,197,000 and $6,331,000 for the
years ended December 31, 1998 and 1997, respectively.
INVESTMENT SECURITIES - Investments in certain debt and equity
securities are classified as either Held- to-Maturity (reported at
amortized cost), Trading (reported at fair value with unrealized
gains and losses included in earnings), or Available-for-Sale
(reported at fair value with unrealized gains and losses excluded
from earnings and reported as a separate component of comprehensive
income).
Premiums and discounts on investment securities are recognized in
interest income on a method which approximates the level yield
method over the period to maturity.
Gains and losses from sales of investment securities are recognized
at the time of sale based upon specific identification of the
security sold.
LOANS - Loans are stated at principal amounts outstanding, reduced
by unearned income and an allowance for loan losses.
Interest income on installment loans is recognized in a manner that
approximates the level yield method when related to the principal
amount outstanding. Interest on other loans is calculated using
the simple interest method on the principal amount outstanding.
24
<PAGE> 25
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:
Management assesses the adequacy of the allowance for loan losses
by considering a combination of regulatory and credit risk
criteria. The entire loan portfolio is graded and potential loss
factors are assigned accordingly. The potential loss factors for
impaired loans are assigned based on regulatory guidelines. The
regulatory criteria are set forth in the Interagency Policy
Statement on the Allowance for Loan and Lease Losses. The
potential loss factors associated with unimpaired loans are based
on historical net loss experience and management's review of trends
within the portfolio and related industries.
Generally, all loans within the portfolio are assigned a level of
risk at inception. Thereafter, loans are reviewed on an ongoing
basis, with commercial loans receiving more frequent review. The
review includes loan payment and collateral status, borrowers'
financial data and borrowers' internal operating factors such as
cash flows, operating income, liquidity, leverage and loan
documentation, and any significant change can result in an increase
or decrease in the loan's assigned risk grade. Aggregate dollar
volume by risk grade is monitored on an ongoing basis. Any changes
of risk grades for consumer loans are usually based solely upon
payment performance.
Generally, the Bank maintains only a general loan loss allowance.
This allowance is increased or decreased based upon management's
assessment of the overall risk of its loan portfolio.
Occasionally, a portion of the allowance may be allocated to a
specific loan to reflect unusual circumstances associated with that
loan.
Management reviews certain key indicators on a monthly basis as
well as year-end loss results. This review process provides a
degree of objective measurement that is used in conjunction with
periodic internal evaluations. To the extent that this process
yields differences between estimated and actual observed losses,
adjustments are made to provisions and/or the level of the
allowance.
Increases and decreases in the allowance for loan losses due to
changes in the measurement of the impaired loans are included in
the provision for loan losses. Loans continue to be classified as
impaired unless they are brought fully current and the collection
of scheduled interest and principal is considered probable.
The Bank uses several factors in determining if a loan is impaired
under Statement of Financial Accounting Standards (SFAS) No. 114.
The internal asset classification procedures include a thorough
review of significant loans and lending relationships and include
the accumulation of related data. This data includes loan payment
and collateral status, borrowers' financial data and borrowers'
operating factors such as cash flows, operating income, liquidity,
leverage and loan documentation, and any significant changes. A
loan is considered impaired, based on current information and
events, if it is probable that the Bank will be unable to collect
the scheduled payments of principal or interest when due according
to the contractual terms of the loan agreement. Uncollateralized
loans are measured for impairment based on the present value of
expected future cash flows discounted at the historical effective
interest rate, while all collateral-dependent loans are measured
for impairment based on the fair value of the collateral.
25
<PAGE> 26
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:
At December 31, 1998 and 1997, the recorded investment in loans for
which impairment has been recognized was approximately $7,345,000
and $2,570,000, respectively, and these loans had a corresponding
valuation allowance of $1,079,000 and $358,000, respectively. The
impaired loans at December 31, 1998 and 1997, were measured for
impairment using the fair value of the collateral as all of these
loans were collateral dependent. For the years ended December 31,
1998 and 1997, the average recorded investment in impaired loans
was approximately $4,961,000 and $5,100,000, respectively.
When a loan or portion of a loan is determined to be uncollectible,
the portion deemed uncollectible is charged against the allowance
and subsequent recoveries, if any, are credited to the allowance.
Loans, including impaired loans, are generally classified as
nonaccrual if they are past due as to maturity or payment of
principal or interest for a period of more than 90 days, unless
such loans are well-secured and in the process of collection. If a
loan or a portion of a loan is classified as doubtful or is
partially charged off, the loan is generally classified as
nonaccrual. Loans that are on a current payment status or past due
less than 90 days may also be classified as nonaccrual if repayment
in full of principal and/or interest is in doubt.
Loans may be returned to accrual status when all principal and
interest amounts contractually due (including arrearages) are
reasonably assured of repayment within an acceptable period of
time, and there is a sustained period of repayment performance
(generally a minimum of six months) by the borrower, in accordance
with the contractual terms of interest and principal.
While a loan is classified as nonaccrual and the future
collectibility of the recorded loan balance is doubtful,
collections of interest and principal are generally applied as a
reduction to principal outstanding, except in the case of loans
with scheduled amortizations where the payment is generally applied
to the oldest payment due. When the future collectibility of the
recorded loan balance is expected, interest income may be
recognized on a cash basis. In the case where a nonaccrual loan
had been partially charged off, recognition of interest on a cash
basis is limited to that which would have been recognized on the
recorded loan balance at the contractual interest rate. Receipts
in excess of that amount are recorded as recoveries to the
allowance for loan losses until prior charge-offs have been fully
recovered.
PREMISES AND EQUIPMENT - Premises and equipment are stated at cost
less accumulated depreciation and amortization computed principally
on the straight-line method based on the estimated useful lives of
the respective assets. Leasehold improvements are stated at cost
adjusted for accumulated amortization computed on a straight-line
method over the shorter of the estimated useful life of the assets
or the term of the lease.
26
<PAGE> 27
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
OTHER REAL ESTATE OWNED - Other real estate owned represents real
estate acquired through foreclosure or repossession and is
initially recorded at the lower of cost (principal balance and any
accrued interest of the former loan plus costs of obtaining title
and possession) or fair value minus estimated costs to sell.
Initial writedowns are charged against the allowance for loan
losses. Initial costs relating to the development and improvement
of the property are capitalized and considered in determining the
fair value of the property, whereas those costs relating to holding
the property are expensed. Valuations are periodically performed
by management and if the carrying value of a property exceeds its
net realizable value, the property is written down by a charge
against income.
OTHER ASSETS - Included in other assets are core deposit
intangibles and goodwill which arose from the acquisition of
Premier Bancshares in 1996. Management periodically evaluates the
net realizability of the carrying amount of such assets. These
assets will be amortized on a straight-line basis over their
estimated useful lives of ten years.
INCOME TAXES - The Corporation files a consolidated federal income
tax return.
There are two components of the income tax provision; current and
deferred. Current income tax provisions approximate taxes to be
paid or refunded for the applicable period. Balance sheet amounts
of deferred taxes are recognized on the temporary differences
between the bases of assets and liabilities as measured by tax laws
and their bases as reported in the financial statements. Deferred
tax expense or benefit is then recognized for the change in
deferred tax liabilities or assets between periods.
Recognition of deferred tax assets is based on management's belief
that it is more likely than not that the tax benefit associated
with certain temporary differences and tax credits will be realized
in that sufficient taxes have been paid in prior years to provide
for such realization.
RETIREMENT BENEFITS - The Corporation has established two defined
contribution plans, the cost of which is charged to current
operations. Additionally, the Corporation has established certain
supplemental deferred compensation plans which are funded through
insurance policies as described in Note 11.
STOCK-BASED COMPENSATION - On January 1, 1996, the Corporation
adopted Statement of Accounting Standards No. 123, Accounting for
Stock Based Compensation (SFAS 123). As permitted by SFAS 123, the
Corporation has chosen to apply APB Opinion No. 25, Accounting for
Stock Issued to Employees (APB 25), and related interpretations in
accounting for its Plans. The pro forma disclosures of the impact
of SFAS 123 is described in Note 10 of the financial statements.
NET INCOME PER SHARE OF COMMON STOCK - The Corporation follows
Statement of Financial Accounting Standards No. 128, Earnings Per
Share, which requires dual presentation of basic and diluted EPS on
the face of the income statement for all entities with complex
capital structures and requires a reconciliation of the numerator
and denominator of the basic EPS computation to the numerator and
denominator of the diluted EPS computation.
27
<PAGE> 28
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:
COMPREHENSIVE INCOME - On January 1, 1998, the Corporation adopted
Statement of Accounting Standards No. 130, Reporting of
Comprehensive Income, which establishes standards for reporting and
display of comprehensive income and its components (revenues,
expenses, gains and losses) in a complete set of financial
statements. This statement also requires that all items that are
required to be recognized under accounting standards as components
of comprehensive income be reported in a financial statement that
is displayed with the same prominence as other financial
statements. Reclassification of financial statements for earlier
periods for comparative purposes is required. Adoption of this new
standard did not have a material effect on the Corporation's
financial condition or the results of its operations.
SEGMENT REPORTING - On December 31, 1998, the Corporation adopted
Statement of Accounting Standards No. 131, Disclosures about
Segments of an Enterprise and Related Information, which
establishes standards for reporting by public companies of
operating segments in annual financial statements and requires that
those enterprises also report selected information about operating
segments in interim financial reports issued to shareholders. This
statement also establishes standards for related disclosures about
products. This statement requires the reporting of financial and
descriptive information about an enterprise's reportable operating
segments. The segment disclosures of SFAS 131 are described in
Note 20 of the financial statements.
DEFERRED COMPENSATION - On December 31, 1998, the Corporation
adopted Statement of Accounting Standards No. 132, Employers'
Disclosures about Pensions and Other Postretirement Benefits. The
statement revises employers' disclosures about pension and other
postretirement benefit plans. It does not change the measurement
or recognition of those plans. Restatement of disclosures for
earlier periods for comparative purposes is required. The
disclosure impact of SFAS 132 is described in Note 11 of the
financial statements.
STOCK SPLIT - On September 5, 1997, the Corporation announced a
3-for-1 stock split effected in the form of a 200% stock dividend,
payable on October 3, 1997, to shareholders of record as of
September 19, 1997. All references to the outstanding number of
shares and earnings/dividends per share have been restated to
reflect the split.
SIGNIFICANT ESTIMATES - The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the dates of the financial
statements and the reported amounts of revenues and expenses during
the reporting periods. The most significant estimate impacting the
financial statements of the Corporation is the allowance for loan
losses. Actual results could differ from these estimates.
28
<PAGE> 29
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
2. ACQUISITION:
On January 1, 1996, the Corporation acquired 100% of the stock of
Premier Bancshares, Inc. (Premier), a one-bank holding company for
Premier Bank of East Tennessee, Niota, Tennessee (Premier Bank).
As of the acquisition date, Premier had assets of approximately
$24.2 million, deposits of approximately $22.0 million, debt and
other liabilities of approximately $.5 million, and capital of
approximately $1.7 million. The purchase price of Premier was
$3,140,000, consisting of cash of $708,582 and the Corporation's
promissory notes to the sellers in the aggregate principal amount
of $2,431,418, plus $230,000 for noncompete agreements with the
sellers. The transaction was accounted for as a purchase,
resulting in the recording of a core deposit intangible of
approximately $1.1 million, goodwill of approximately $1.3 million,
and an increase to deferred tax and other liabilities of
approximately $.4 million. Amortization of the intangibles was
approximately $216,000 in 1998 and 1997, respectively. Prior to
March 31, 1996, the Corporation merged Premier into the Corporation
since Premier had no assets other than the stock of Premier Bank.
This transaction resulted in the Corporation owning 100% of the
stock of Premier Bank.
On October 16, 1998, the Corporation consolidated the operations of
Premier Bank into the operations of the Bank. As a result, Premier
Bank is no longer an active entity.
29
<PAGE> 30
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
3. SECURITIES:
At December 31, 1998 and 1997, securities have been classified in
the consolidated financial statements according to management's
intent. The carrying amount of securities and their approximate
market values at December 31, 1998 and 1997, were as follows:
<TABLE>
<CAPTION>
1998
- ----
GROSS GROSS GROSS APPROXIMATE
AMORTIZED UNREALIZED UNREALIZED MARKET
COST GAINS LOSSES VALUE
<S> <C> <C> <C> <C>
Available-for-sale:
U.S. treasury securities and
obligations of U.S. government
corporations and agencies $ 22,286,787 $ 247,880 $ 114,194 $ 22,420,473
Obligations of state and political
subdivisions 1,094,267 18,473 - 1,112,740
Federal Home Loan Bank stock 3,193,600 - - 3,193,600
------------- ---------- ---------- -------------
$ 26,574,654 $ 266,353 $ 114,194 $ 26,726,813
============= ========== ========== =============
Held-to-maturity:
Obligations of state and political
subdivisions $ 3,619,992 $ 59,143 $ 59,387 $ 3,619,748
============= ========== ========== =============
</TABLE>
<TABLE>
<CAPTION>
1997
- ----
GROSS GROSS GROSS APPROXIMATE
AMORTIZED UNREALIZED UNREALIZED MARKET
COST GAINS LOSSES VALUE
<S> <C> <C> <C> <C>
Available-for-sale:
U.S. treasury securities and
obligations of U.S. government
corporations and agencies $ 30,132,241 $ 317,549 $ 165,945 $ 30,283,845
Obligations of state and political
subdivisions 1,144,316 9,541 849 1,153,008
Federal Home Loan Bank stock 2,415,100 - - 2,415,100
------------- ---------- ---------- -------------
$ 33,691,657 $ 327,090 $ 166,794 $ 33,851,953
============= ========== ========== =============
Held-to-maturity:
Obligations of state and political
subsivisions $ 7,627,126 $ 43,507 $ 32,859 $ 7,637,774
============= ========== ========== =============
</TABLE>
30
<PAGE> 31
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
3. SECURITIES, CONTINUED:
Interest income from securities for the years ended December 31, 1998,
1997 and 1996, consist of:
<TABLE>
<CAPTION>
1998 1997 1996
<S> <C> <C> <C>
U.S. treasury securities $ 139,297 $ 165,720 $ 421,236
Obligations of other U.S. government
corporations and agencies 1,545,155 2,105,423 2,622,980
Obligations of states and political
subdivisions 282,161 387,097 479,174
Other securities 180,631 213,102 98,907
----------- ----------- -----------
$ 2,147,244 $ 2,871,342 $ 3,622,297
=========== =========== ===========
</TABLE>
Gross realized gains and losses on all sales of securities for the years
ended December 31, 1998, 1997 and 1996, are as follows:
<TABLE>
<CAPTION>
1998 1997 1996
<S> <C> <C> <C>
Gross realized gains:
Available-for-sale $ - $ 1,982 $ -
========== ========== ==========
Gross realized losses:
Available-for-sale $ - $ - $ 3,488
========== ========== ==========
</TABLE>
Debt securities at December 31, 1998, will mature on the following
schedule:
<TABLE>
<CAPTION>
AVAILABLE-FOR-SALE HELD-TO-MATURITY
------------------ ----------------
APPROXIMATE APPROXIMATE
BOOK MARKET BOOK MARKET
VALUE VALUE VALUE VALUE
<S> <C> <C> <C> <C>
Due in one year or less $ 7,174,242 $ 7,185,293 $ 395,326 $ 397,601
Due after one year through five years 1,991,375 2,022,623 2,824,666 2,881,534
Due after five years through ten years 5,816,366 5,860,695 - -
Due after ten years 11,592,671 11,658,202 400,000 340,613
------------ ------------ ----------- -----------
$ 26,574,654 $ 26,726,813 $ 3,619,992 $ 3,619,748
============ ============ =========== ===========
</TABLE>
Investment securities with book and market values of $8,238,621 and
$8,256,203 at December 31, 1998, respectively and $4,918,255 and
$4,953,389 at December 31, 1997, respectively, were pledged to secure
public and trust deposits and for other purposes as required or permitted
by law.
31
<PAGE> 32
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
4. LOANS:
Major classifications of loans at December 31, 1998 and 1997, are
summarized as follows:
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
Commercial $ 121,294,075 $ 108,985,440
Commercial real estate 115,203,849 125,357,908
Mortgage installment 153,159,913 146,226,882
Installment consumer 80,147,158 72,751,994
Other loans 17,102,345 3,154,342
------------- -------------
486,907,340 456,476,566
Less:
Unearned income (9,993,687) (5,932,977)
Allowance for loan losses (10,252,508) (9,153,823)
$ 466,661,145 $ 441,389,766
============= =============
</TABLE>
At December 31, 1998 and 1997, loans on which the accrual of interest had
been discontinued totaled $4,159,303 and $2,264,634, respectively.
Unrecorded interest income on these loans aggregated approximately
$260,554, $112,300 and $169,100 for 1998, 1997 and 1996, respectively.
Loans-in-process at December 31, 1998 and 1997 totaled $13,302,325 and
$921,754, respectively.
A summary of activity in the allowance for loan losses for the years
ended December 31, 1998, 1997 and 1996, was as follows:
<TABLE>
<CAPTION>
1998 1997 1996
<S> <C> <C> <C>
Balance at beginning of year $ 9,153,823 $ 7,330,676 $ 4,654,234
Balances acquired in acquisition of
Premier Bank - - 440,000
Provision for loan losses 3,417,010 5,953,205 2,973,193
Recoveries 915,893 1,012,092 888,249
------------ ------------ ------------
13,486,726 14,295,973 8,955,676
Loans charged to allowance (3,234,218) (5,142,150) (1,625,000)
------------ ------------ ------------
$ 10,252,508 $ 9,153,823 $ 7,330,676
============ ============ ============
</TABLE>
32
<PAGE> 33
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
5. RELATED PARTY TRANSACTIONS:
Certain officers, employees and directors and/or companies in which they
have ten percent or more beneficial ownership were indebted to the Bank
as indicated below. In the opinion of management, all such loans were
made in the ordinary course of business on the same terms, including
interest rates and collateral, as those prevailing at the time for
comparable transactions with unrelated borrowers and did not involve more
than the normal risk of collectibility.
<TABLE>
<S> <C>
Balance, December 31, 1996 $ 11,388,251
Additions 2,711,499
Reductions (3,849,713)
------------
Balance, December 31, 1997 10,250,037
Additions 1,841,500
Reductions (1,820,008)
------------
Balances, December 31, 1998 $ 10,271,529
============
</TABLE>
In addition to the above, the Bank provides financing for purchasers of
automotive and other transportation equipment from dealerships in which a
director has more than a ten percent beneficial interest. Loans
originated through these dealerships aggregated $1,739,085 during 1998
and $1,583,653 for 1997. Such financing is represented by installment
notes that are the obligations of the purchasers and are primarily
collateralized by the equipment. Some of these notes, totaling $65,198
and $8,868 at December 31, 1998 and 1997, respectively, are secondarily
collateralized by dealer finance reserves and also provide for recourse
against the dealerships to further protect the Banks against potential
losses.
As described in Note 2, the acquisition of Premier Bank generated
promissory notes to the sellers and noncompete agreements with the
sellers, a related party. These notes can be summarized as follows at
December 31, 1998:
<TABLE>
<S> <C>
Noncompete agreement, payable in yearly principal
installments through January 2000 $ 80,000
8% note, interest payments due quarterly, principal
payments January 15, 2003 through January 15, 2008 231,418
8% note, interest payments due quarterly, principal
payments January 15, 2002 through January 15, 2008 2,200,000
-----------
$ 2,511,418
===========
</TABLE>
33
<PAGE> 34
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
5. RELATED PARTY TRANSACTIONS, CONTINUED:
Scheduled principal maturities of notes payable as of December 31, 1998,
are:
<TABLE>
<S> <C>
1999 $ 40,000
2000 40,000
2001 -
2002 100,000
2003 131,418
Thereafter 2,200,000
-----------
$ 2,511,418
===========
</TABLE>
6. PREMISES AND EQUIPMENT:
Premises and equipment at December 31, 1998 and 1997, was comprised of
the following:
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
Land $ 1,892,120 $ 1,763,220
Banking quarters 7,720,215 6,951,635
Leasehold improvements 1,515,708 1,195,989
Furniture and fixtures 6,061,456 5,356,170
Construction in progress 899,082 117,352
Automobiles 361,257 378,996
------------- ------------
18,449,838 15,763,362
Less accumulated deprecition and amortization (6,734,695) (5,960,163)
------------- ------------
$ 11,715,143 $ 9,803,199
============= ============
</TABLE>
7. DEPOSITS:
The components of interest expense on deposits for the years ended
December 31, 1998, 1997 and 1996, were:
<TABLE>
<CAPTION>
1998 1997 1996
<S> <C> <C> <C>
Interest bearing accounts:
NOW $ 1,054,950 $ 1,556,528 $ 1,400,414
Money market transaction 1,584,073 1,132,337 950,906
Savings 1,210,700 1,241,428 1,185,304
Certificates of deposit $100,000 and over 3,070,421 3,093,701 2,080,723
Other certificates of deposit 10,905,359 10,853,955 9,560,456
------------- ------------- -------------
$ 17,825,503 $ 17,877,949 $ 15,177,803
============= ============= =============
</TABLE>
34
<PAGE> 35
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
7. DEPOSITS, CONTINUED:
During the year ended December 31, 1998, the Bank purchased software that
allowed the Bank to re-class deposits held in the NOW accounts to the
Money Market transaction account. The purpose of transferring funds from
the NOW account to the Money Market transaction account is to reduce or
eliminate the Bank's reserve requirement at the Federal Reserve. The Bank
transferred approximately $74,000,000 to the Money Market transaction
account in 1998.
8. LONG-TERM DEBT:
The Bank has long-term debt arrangements with the Federal Home Loan Bank
of Cincinnati (FHLB) to provide funding for the origination of fixed rate
mortgages. This debt is collateralized by the Bank's blanket pledge of
mortgage loans aggregating approximately $88,710,000 and stock of the
Federal Home Loan Bank.
Long-term debt at December 31, 1998 and 1997, was summarized as follows:
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
5.82% note, repaid February 15, 1998 $ - $ 4,000,000
5.88% note, repaid May 20, 1998 - 4,000,000
5.81% note, repaid December 2, 1998 - 2,000,000
5.65% note, payable in monthly installments of
$21,854 through July 1, 2003 1,039,901 1,253,257
6.35% note, payable in monthly installments of
$7,368 through September 1, 2013 842,357 878,824
6.10% note, payable in monthly installments of
$8,493 through July 1, 2008 733,432 793,221
4.38% note, interest payments due monthly,
principal due November 18, 2008 2,500,000 -
4.74% note, interest payments due monthly,
principal due November 20, 2008 3,000,000 -
4.64% note, interest payments due monthly,
principal due December 11, 2003 2,000,000 -
4.56% note, interest payments due monthly,
principal due December 8, 2008 2,000,000 -
4.23% note, interest payments due monthly,
principal due December 15, 2008 2,000,000 -
5.50% note, interest payments due monthly,
principal due January 4, 1999 20,000,000 -
------------- -------------
$ 34,115,690 $ 12,925,302
============= =============
</TABLE>
35
<PAGE> 36
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
8. LONG-TERM DEBT, CONTINUED:
Scheduled principal maturities of long-term debt outstanding as of
December 31, 1998, are:
<TABLE>
<CAPTION>
<S> <C>
1999 $20,303,605
2000 321,755
2001 340,993
2002 361,383
2003 2,249,693
Thereafter 10,538,261
-----------
$34,115,690
===========
</TABLE>
At December 31, 1998, the Corporation maintained three unused federal
funds lines of credit totaling $20,000,000 with interest at the federal
funds buy rate at three correspondent banks. The Corporation also
maintains an unused line of credit of $20,000,000 with the Federal Home
Loan Bank of Cincinnati with the option of selecting a variable rate of
interest for up to 90 days. The line of credit will expire on September
5, 1999. The Bank also maintains a $25,000,000 letter of credit with the
FHLB, which is used to pledge the Corporation's public deposits with the
state collateral pool, at a quoted one-year variable interest rate which
will expire December 16, 1999.
9. LEASES:
The Corporation leases certain banking facilities and equipment under
long-term operating lease agreements, which generally contain renewal
options for periods ranging from 5 to 30 years, and require the payment
of certain additional costs (generally maintenance and insurance).
Future minimum lease payments for these noncancelable operating leases,
with a term in excess of one year, at December 31, 1998 for each of the
years in the five year period ending December 31, 2001, and thereafter
were as follows:
<TABLE>
<CAPTION>
<S> <C>
1999 $ 169,074
2000 61,491
2001 15,138
2002 -
2003 -
Thereafter -
---------
$ 245,703
=========
</TABLE>
The total rental expense for operating leases was $396,982, $164,506 and
$305,618 for the years ended December 31, 1998, 1997 and 1996,
respectively.
36
<PAGE> 37
10. STOCK OPTIONS:
On January 6, 1989, the Corporation established a stock option plan,
whereby a certain key executive was granted options to purchase 300
shares per year of the Corporation's stock at one and one-half times book
value at each year end. The number of options granted per year was
increased to 600 as a result of a 1991 stock split, and 1,800 as a result
of a 1997 stock split. The options are fully vested upon grant, expire
ten years from the date of grant and are cancelled if the key executive
voluntarily resigns his employment or is terminated for cause.
Compensation expense recognized by the Corporation in connection with
these options was $93,100, $82,800 and $30,000 for the years ended
December 31, 1998, 1997 and 1996, respectively.
During 1993, the Corporation granted certain other key executives stock
option awards to purchase shares of the Corporation's stock. Shares under
this plan are to be awarded at market price at the date of grant. In
1998, 1997 and 1996, the Corporation granted additional stock options to
certain key executives to purchase 6,000, 5,540 and 4,980 shares at $115,
$100 and $71.67 per share, respectively. If a key executive is a ten
percent or greater stockholder at the time of exercise, the option price
is increased by ten percent. The options granted in 1993 and 1994 are
nonincentive stock options and are fully vested. The options granted in
1995 and subsequent years are incentive stock options and vest at the
rate of twenty percent per year and expire ten years from the date of
grant.
37
<PAGE> 38
10. STOCK OPTIONS, CONTINUED:
A summary of the status of the Corporation's Plans as of December 31,
1998, 1997 and 1996, and changes during the years ended on those dates is
presented below:
<TABLE>
<CAPTION>
1998
- ----
KEY EXECUTIVE OTHER KEY EXECUTIVES TOTAL
------------- -------------------- -------------
WEIGHTED AVERAGE WEIGHTED AVERAGE WEIGHTED AVERAGE
EXERCISE EXERCISE EXERCISE
OPTIONS PRICE OPTIONS PRICE OPTIONS PRICE
<S> <C> <C> <C> <C> <C> <C>
Outstanding at beginning of year 3,600 $ 53.07 19,298 $ 72.19 22,898 $ 69.19
Granted 1,800 61.21 6,000 115.00 7,800 102.59
Exercised - - (2,698) 54.30 (2,698) 54.30
Forfeited - - (1,877) 80.63 (1,877) 80.63
-------- --------- --------- --------- --------- ---------
Outstanding at end of year 5,400 $ 55.78 20,723 $ 86.15 26,123 $ 79.87
======== ========= ========= ========= ========= =========
Options exercisable at year end 5,400 $ 55.78 7,785 $ 68.19 13,185 $ 63.11
======== ========= ========= ========= ========= =========
Fair value of each option
granted during the year $51.50 $17.42
====== ======
1997
- ----
Outstanding at beginning of year 1,800 $ 50.64 13,803 $ 60.99 15,603 $ 59.80
Granted 1,800 55.50 5,540 100.00 7,340 89.09
Exercised - - (45) 60.00 (45) 60.00
-------- --------- --------- --------- --------- ---------
Outstanding at end of year 3,600 $ 53.07 19,298 $ 72.19 22,898 $ 69.19
======== ========= ========= ========= ========= =========
Options exercisable at year end 3,600 $ 53.07 7,434 $ 55.63 11,034 $ 54.79
======== ========= ========= ========= ========= =========
Fair value of each option
granted during the year $46.99 $19.20
====== ======
</TABLE>
38
<PAGE> 39
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
10. STOCK OPTIONS, CONTINUED:
<TABLE>
<CAPTION>
1996
----
KEY EXECUTIVE OTHER KEY EXECUTIVE TOTAL
------------- --------------------- ------------------------
WEIGHTED- WEIGHTED- WEIGHTED-
AVERAGE AVERAGE AVERAGE
EXERCISE EXERCISE EXERCISE
OPTIONS PRICE OPTIONS PRICE OPTIONS PRICE
<S> <C> <C> <C> <C> <C> <C>
Outstanding at beginning of year 11,244 $ 38.27 9,900 $ 54.44 21,144 $ 45.84
Granted 1,800 50.64 4,980 71.67 6,780 66.07
Exercised (11,244) 38.27 (1,077) 50.19 (12,321) 39.31
-------- ------- -------- -------- --------- --------
Outstanding at end of year 1,800 $ 50.64 13,803 $ 60.99 15,603 $ 59.80
======== ======= ======== ======== ========= ========
Options exercisable at year end 1,800 $ 50.64 5,703 $ 52.21 7,503 $ 51.83
======== ======= ======== ======== ========= ========
Fair value of each option
granted during the year $26.72 $13.97
====== ======
</TABLE>
The following table summarizes information about the Plans' stock options at
December 31, 1998:
<TABLE>
<CAPTION>
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
------------------- -------------------
NUMBER WEIGHTED-AVERAGE NUMBER WEIGHTED
RANGE OF OUTSTANDING REMAINING EXERCISABLE AVERAGE
EXERCISE PRICES AT 12/31/98 CONTRACTUAL LIFE AT 12/31/98 EXERCISE PRICE
<S> <C> <C> <C> <C>
*$50.64 - $61.21 5,400 9.0 5,400 $ 55.78
$48.33 - $71.67 9,969 7.0 6,136 $ 58.44
$100.00 - $115.00 10,754 9.6 1,649 $ 106.99
</TABLE>
*Compensation for the key executive.
Had compensation cost for the Corporation's Plans been determined based on the
fair value at the grant dates for awards under the Plans consistent with the
method of SFAS 123, the Corporation's net income and net income per share would
have been reduced to the pro forma amounts indicated below:
<TABLE>
<CAPTION>
1998 1997 1996
-------------------------- --------------------------- ---------------------------
AS AS AS
REPORTED PRO FORMA REPORTED PRO FORMA REPORTED PRO FORMA
<S> <C> <C> <C> <C> <C> <C>
Net income $ 8,206,419 $ 8,151,888 $ 6,830,174 $ 6,775,830 $ 5,963,262 $ 5,924,579
Net income per share $ 6.05 $ 6.01 $ 5.04 $ 5.00 $ 4.43 $ 4.40
Net income per share,
assuming dilution $ 6.02 $ 5.98 $ 5.03 $ 4.99 $ 4.43 $ 4.40
</TABLE>
39
<PAGE> 40
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
10. STOCK OPTIONS, CONTINUED:
The fair value of each option grant is estimated on the date of grant
using the Black-Scholes option-pricing model with the following
weighted-average assumptions used for grants in 1998, 1997 and 1996,
respectively: dividend growth rate of 15%, 12% and 12%; expected
volatility of 9.8%, 10.38% and 7.75%: risk-free interest rates of 5%,
5.5% and 6.6%; and expected lives of 7 years, 7 years and 7 years.
11. PROFIT SHARING AND DEFERRED COMPENSATION:
The Corporation has a contributory profit-sharing plan covering certain
employees with one year or more of service. Participating employees have
the option to contribute from three to ten percent of their monthly
salary to the Plan. Effective January 1, 1998, the Corporation amended
the profit-sharing plan to provide for a 2% company contribution. The
Corporation contributed $80,600 in 1998. The Corporation made no
contributions to this plan for the years ended December 31, 1997 and
1996.
The Corporation also has a contributory money purchase plan covering
certain employees with one year or more of service. While the employees
do not contribute to the plan, the Corporation makes contributions.
Effective January 1, 1998, the Corporation amended the money purchase
plan to provide for a contribution in the amount of 13% of each eligible
participant's gross earnings, less bonuses and vacations, actually paid
or received. In the prior years the Corporation made contributions in an
amount equal to 15% of each eligible participant's gross earnings, less
bonuses and vacations, actually paid or received. The contributions by
the Corporation for the money purchase plan were $539,400, $571,569 and
$505,031 for 1998, 1997 and 1996, respectively.
The Bank has established supplemental benefit plans for selected officers
and directors. These plans are nonqualified and therefore, in general, a
participant's or beneficiary's claim to benefits is as a general
creditor.
Directors of the Corporation and the Bank also have the right to
participate in a deferred compensation plan which permits the directors
to defer director compensation and earn a guaranteed interest rate on
such deferred amounts. Compensation costs associated with the plan are
charged to operations.
Included in accrued interest and other liabilities in the consolidated
financial statements is $1,033,053 and $938,323 at December 31, 1998 and
1997, respectively, related to the above supplemental benefit plans. To
fund these plans, the Corporation purchased single premium universal life
insurance contracts on the lives of the related directors and officers.
The cash surrender value of such contracts is included in the
consolidated balance sheets. If all of the assumptions regarding
mortality, interest rates, policy dividends, and other factors are
realized, the Corporation will ultimately realize its full investment in
such contracts.
40
<PAGE> 41
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
12. INCOME TAXES:
The components of income tax expense for the years ended December 31,
1998, 1997 and 1996, were:
<TABLE>
<CAPTION>
1998 1997 1996
<S> <C> <C> <C>
Current income taxes:
Federal $ 4,211,321 $ 3,831,898 $ 3,461,877
State 679,405 731,023 586,397
----------- ----------- -----------
4,890,726 4,562,921 4,048,274
Deferred income tax benefit (200,320) (573,157) (677,653)
----------- ----------- -----------
$ 4,690,406 $ 3,989,764 $ 3,370,621
=========== =========== ===========
</TABLE>
A reconciliation of expected federal tax expense based on the federal
statutory rate of 34 percent to consolidated tax expense for the years
ended December 31, 1998, 1997 and 1996, was as follows:
<TABLE>
<CAPTION>
1998 1997 1996
<S> <C> <C> <C>
Tax at statutory rates $ 4,384,921 $ 3,678,779 $ 3,173,520
Tax increases (decreases) attributable to:
Tax exempt interest (121,401) (131,613) (180,099)
State income tax less federal tax benefit 399,101 482,475 387,022
Interest expense disallowed 34,757 38,813 20,040
Dividends (32,770) (27,797) (11,551)
Option compensation 31,650 28,152 10,200
Goodwill amortization 68,226 36,031 35,785
Cash surrender value earnings (71,505) (66,718) (58,557)
Other (2,573) (48,358) (5,739)
------------ ------------ ------------
$ 4,690,406 $ 3,989,764 $ 3,370,621
============ ============ ============
</TABLE>
The significant components of the Corporation's deferred tax assets and
liabilities at December 31, 1998 and 1997, were as follows:
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
Deferred tax assets:
Allowance for loan losses and other real estate owned $ 3,652,946 $ 3,162,045
Deferred compensation 376,719 355,992
------------ ------------
Gross deferred tax assets 4,029,665 3,518,037
------------ ------------
Deferred tax liabilities:
Depreciation 604,198 533,785
Unrealized appreciation on available-for-sale securities 57,820 60,469
Core deposit intangible 292,670 334,481
FHLB stock 210,085 141,444
Other 216,714 -
------------ ------------
Gross deferred tax liabilities 1,381,487 1,070,179
------------ ------------
Net deferred tax asset $ 2,648,178 $ 2,447,858
============ ============
</TABLE>
41
<PAGE> 42
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
13. FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK:
The Bank is party to financial instruments with off-balance-sheet risk in
the normal course of business to meet the financing needs of its
customers and to reduce its own exposure to fluctuations in interest
rates. These financial instruments include commitments to extend credit
and standby letters of credit. These instruments involve, to varying
degrees, elements of credit and interest rate risk in excess of the
amount recognized in consolidated balance sheets.
The Bank's exposure to credit loss in the event of nonperformance by the
other party to the financial instrument for commitments to extend credit
and standby letters of credit is represented by the contractual notional
amount of those instruments. The Bank uses the same credit policies in
making these commitments and conditional obligations as it does for
on-balance-sheet instruments.
Commitments to extend credit are agreements to lend to a customer as long
as there is no violation of any condition established in the contract.
Commitments generally have fixed expiration dates or other termination
clauses and may require payment of a fee. Since many commitments expire
without being drawn upon, the total commitment amounts do not necessarily
represent future cash requirements. The Bank evaluates each customer's
credit worthiness on a case-by-case basis. The amount of collateral
obtained if deemed necessary by the Bank upon extension of credit is
based on management's credit evaluation of the borrower. Collateral held
varies but may include marketable securities, trade accounts receivable,
property, plant, and equipment and/or income-producing commercial
properties.
Standby letters of credit are conditional commitments issued by the Bank
to guarantee the performance of a customer to a third party. The credit
risk involved in issuing letters of credit is essentially the same as
that involved in extending loan facilities to customers.
Most of the Bank's business activities are with customers located within
the state of Tennessee for residential, consumer and commercial loans. A
majority of the loans are secured by residential or commercial real
estate or other personal property. The loans are expected to be repaid
from cash flow or proceeds from the sale of selected assets of the
borrowers.
Outstanding standby letters of credit as of December 31, 1998 and 1997
amounted to $4,901,888 and $1,931,888, respectively. Outstanding
commitments to lend at fixed rates were $17,244,863 and $1,608,807 and at
variable rates were $6,088,328 and $3,423,217 at December 31, 1998 and
1997, respectively. Undisbursed advances on customer lines of credit were
$58,284,854 and $61,141,551 at December 31, 1998 and 1997, respectively.
The amount available for borrowing under inventory collateralized loans
was $4,307,270 at December 31, 1998 and $3,970,495 at December 31, 1997.
The Bank does not anticipate any losses as a result of these transactions
that would be unusual in relation to its historical levels of loan losses
on its recorded loan portfolio.
42
<PAGE> 43
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
14. CAPITAL REQUIREMENTS AND DIVIDEND RESTRICTIONS:
The Corporation and the Bank are subject to various regulatory capital
requirements administered by the federal banking agencies. Failure to
meet minimum capital requirements can initiate certain mandatory and
possibly additional discretionary actions by regulators that, if
undertaken, could have a direct material effect on the financial
statements of the Corporation and the Bank. Under capital adequacy
guidelines and the regulatory framework for prompt corrective action, the
Bank must meet specific capital guidelines that involves quantitative
measures of the assets, liabilities, and certain off-balance-sheet items
of the Corporation and the Bank as calculated under regulatory accounting
practices. The capital amounts and classifications are also subject to
qualitative judgments by the regulators about components, risk
weightings, and other factors.
Quantitative measures established by regulation to ensure capital
adequacy require the Corporation and the Bank to maintain minimum amounts
and ratios (set forth in the table below) of total and Tier 1 capital (as
defined in the regulations) to risk-weighted assets (as defined), and of
Tier 1 capital (as defined) to average total consolidated assets (as
defined). Management believes, as of December 31, 1998 and 1997, that the
Corporation and the Bank met all capital adequacy requirements to which
they were subject.
The Corporation and the Bank are well capitalized under the regulatory
framework for prompt corrective action. To be categorized as well
capitalized the Corporation and the Bank must maintain minimum total
risk-based, Tier 1 risk-based and Tier 1 leverage ratios as set forth in
the table.
43
<PAGE> 44
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
14. CAPITAL REQUIREMENTS AND DIVIDEND RESTRICTIONS, CONTINUED:
<TABLE>
<CAPTION>
REGULATORY TO BE WELL
REQUIREMENTS CAPITALIZED UNDER
FOR CAPITAL PROMPT CORRECTIVE
ACTUAL ADEQUACY PURPOSES ACTION PROVISIONS
------ ----------------- -----------------
AMOUNT RATIO AMOUNT RATIO AMOUNT RATIO
------ ----- ------ ----- ------ -----
<S> <C> <C> <C> <C> <C> <C>
As of December 31, 1998:
Total Capital (to Risk
Weighted Assets):
Consolidated 58,868,000 13.02% 36,182,960 >8% 45,228,700 >10%
- -
Greene County Bank 60,368,000 13.35% 36,184,160 >8% 45,230,200 >10%
- -
Premier Bank* - 0.00% - 0% - 0%
Tier I Capital (to Risk
Weighted Assets):
Consolidated 53,158,000 11.75% 18,091,480 >4% 27,137,220 >6%
- -
Greene County Bank 54,657,000 12.08% 18,092,080 >4% 27,138,120 >6%
- -
Premier Bank* - 0.00% - 0% - 0%
Tier I Capital (to Average
Assets):
Consolidated 53,158,000 9.86% 21,570,320 >4% 26,962,900 >5%
- -
Greene County Bank 54,657,000 10.16% 21,524,840 >4% 26,906,050 >5%
- -
Premier Bank* - 0.00% - 0% - 0%
As of December 31, 1997:
Total Capital (to Risk Weighted
Assets):
Consolidated $ 53,035,000 12.33% $ 34,408,000 >8% $ 43,010,000 >10%
- -
Greene County Bank 51,457,000 12.87% 31,981,840 >8% 39,977,300 >10%
- -
Premier Bank 3,217,000 11.14% 2,310,320 >8% 2,887,900 >10%
- -
Tier I Capital (to Risk Weighted
Assets):
Consolidated 47,612,000 11.07% 17,204,000 >4% 25,806,000 >6%
- -
Greene County Bank 46,415,000 11.61% 15,990,920 >4% 23,986,380 >6%
- -
Premier Bank 2,854,000 9.88% 1,155,160 >4% 1,732,740 >6%
- -
Tier I Capital (to Average
Assets):
Consolidated 47,612,000 9.30% 20,481,840 >4% 25,602,300 >5%
- -
Greene County Bank 46,415,000 9.80% 18,939,440 >4% 23,674,300 >5%
- -
Premier Bank 2,854,000 7.67% 1,487,560 >4% 1,859,450 >5%
- -
</TABLE>
* Combined with Greene County Bank in 1998
44
<PAGE> 45
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
14. CAPITAL REQUIREMENTS AND DIVIDEND RESTRICTIONS, CONTINUED:
The Corporation's principal source of funds is dividends received from
the Bank. Under applicable banking laws, the Bank may only pay dividends
from retained earnings and only to the extent that the remaining balance
of retained earnings is at least equal to the capital stock amounts of
the Bank. As a practical matter, dividend payments by the Bank to the
Corporation would be limited by the necessity to maintain appropriate
amounts for capital adequacy purposes under federal banking regulations.
15. ADDITIONAL CASH FLOW INFORMATION:
Income taxes paid during the years ended December 31, 1998, 1997 and 1996
amounted to $4,523,019, $4,460,000 and $5,273,919, respectively. Interest
expense paid in cash during the years 1998, 1997 and 1996 amounted to
$18,845,800, $18,970,895 and $15,632,435, respectively.
Significant noncash transactions for the years ended December 31, 1998,
1997 and 1996, were as follows:
<TABLE>
<CAPTION>
1998 1997 1996
<S> <C> <C> <C>
Financed sales of other real estate owned $ - $ 147,128 $ 59,750
Foreclosed loans transferred to OREO 1,558,684 784,769 380,587
Assets acquired/generated through bank purchase:
Investments - - 6,750,643
Loans, net - - 14,638,794
Property, plant and equipment, net - - 567,992
Other assets - - 450,034
Intangibles - - 2,159,966
Liabilities assumed/generated through bank purchase:
Deposits - - 22,005,281
Accrued interest and other liabilities - - 546,483
Notes payable - - 2,431,418
Noncompete payable - - 230,000
Deferred tax liability - - 376,290
</TABLE>
45
<PAGE> 46
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
16. PARENT COMPANY FINANCIAL INFORMATION:
Condensed financial information for Greene County Bancshares, Inc.
(parent company only) is as follows:
CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31,
------------
1998 1997
<S> <C> <C>
ASSETS
Cash $ 928,198 $ 983,385
Investments in subsidiary 55,371,639 50,043,024
Cash surrender value of life insurance contracts 202,963 193,524
Other assets 2,039,019 2,066,220
------------ ------------
$ 58,541,819 $ 53,286,153
============ ============
LIABILITIES
Deferred income taxes $ 210,068 $ 302,980
Related party notes payable 2,511,418 2,561,418
Other liabilities 434,535 308,895
------------ ------------
3,156,021 3,173,293
------------ ------------
SHAREHOLDERS' EQUITY
Common stock 13,571,980 13,545,000
Paid-in capital 4,172,180 4,052,656
Retained earnings 37,421,151 32,332,574
Net unrealized depreciation on available-for-sale securities,
net of income tax expense (benefit) of $57,820
and $60,469 in 1998 and 1997, respectively 220,487 182,630
------------ ------------
Total shareholders' equity 55,385,798 50,112,860
------------ ------------
Total liabilities and shareholders' equity $ 58,541,819 $ 53,286,153
============ ============
</TABLE>
46
<PAGE> 47
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
16. PARENT COMPANY FINANCIAL INFORMATION, CONTINUED:
CONDENSED STATEMENTS OF EARNINGS
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------
1998 1997 1996
<S> <C> <C> <C>
Revenue:
Equity in undistributed earnings of subsidiary $ 5,334,099 $ 3,902,503 $ 3,862,086
Dividends from subsidiaries 3,355,057 3,347,855 3,022,100
Other income 147,130 126,212 107,871
----------- ----------- -----------
Total revenue 8,836,286 7,376,570 6,992,057
Related party interest expense 197,557 247,215 160,718
Other expense 745,050 556,784 524,547
----------- ----------- -----------
Income before income taxes 7,893,679 6,572,571 6,306,792
Income tax expense (benefit) (312,740) (257,603) 343,530
----------- ----------- -----------
Net income $ 8,206,419 $ 6,830,174 $ 5,963,262
=========== =========== ===========
</TABLE>
47
<PAGE> 48
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
16. PARENT COMPANY FINANCIAL INFORMATION, CONTINUED:
CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
1998 1997 1996
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $ 8,206,419 $ 6,830,174 $ 5,963,262
Adjustments to reconcile net income to net
cash provided by operating activities:
Equity in undistributed earnings of subsidiary (5,334,099) (3,902,503) (3,862,086)
Depreciation and amortization 215,999 215,999 232,855
Change in other assets (281,713) (71,344) 537,500
Change in other liabilities 125,640 (30,959) (22,236)
----------- ----------- -----------
Net cash provided by operating activities 2,932,246 3,041,367 2,849,295
----------- ----------- -----------
Cash flows from investing activities:
Acquisition of bank - - (708,582)
Increase in cash surrender value of life insurance contracts (9,439) (9,416) (6,128)
----------- ----------- -----------
Net cash used by investing activities (9,439) (9,416) (714,710)
----------- ----------- -----------
Cash flows from financing activities:
Capital contributed to subsidiary - (500,000) -
Proceeds from issuance and sale of common stock 189,848 2,701 484,366
Repayments of related party debt (50,000) (50,000) (50,000)
Repayments of debt - - (327,239)
Dividends paid (3,117,842) (2,600,640) (2,328,858)
----------- ----------- -----------
Net cash used by financing activities (2,977,994) (3,147,939) (2,221,731)
----------- ----------- -----------
Net decrease in cash (55,187) (115,988) (87,146)
Cash at beginning of year 983,385 1,099,373 1,186,519
----------- ----------- -----------
Cash at end of year $ 928,198 $ 983,385 $ 1,099,373
=========== =========== ===========
</TABLE>
48
<PAGE> 49
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
17. COMMITMENTS AND CONTINGENCIES:
The Corporation is involved in various claims and legal actions arising
in the ordinary course of business. In the opinion of management, the
ultimate disposition of these matters will not have a material adverse
effect on the Corporation's consolidated financial position, results of
operations, or cash flows.
18. FAIR VALUES OF FINANCIAL INSTRUMENTS:
The following information is presented as required by Statement of
Financial Accounting Standards No. 107, Disclosures About Fair Value of
Financial Instruments. For financial instruments not described below,
generally short term financial instruments, book value approximates fair
value. The following methods and assumptions were used to estimate the
fair value of each class of financial instruments:
SECURITIES AND INTEREST BEARING DEPOSITS - Fair values of securities and
interest bearing deposits are based on quoted market prices. If a quoted
market price is not available, fair value is estimated using quoted
market prices for similar securities.
FEDERAL FUNDS SOLD - Fair values of federal funds sold are based on
quoted market prices.
LOANS, NET - The fair value for loans is estimated by discounting the
future cash flows using the current rates at which similar loans would be
made to borrowers with similar credit ratings and for the same remaining
maturities.
DEPOSITS - The fair value of demand deposits, savings accounts and money
market deposits is the amount payable on demand at the reporting date.
The fair value of certificates of deposit is estimated by discounting the
future cash flows using the current rate offered for similar deposits
with the same remaining maturities.
SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE - Fair values of
securities sold under agreements to repurchase are based on quoted market
prices.
49
<PAGE> 50
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
18. FAIR VALUES OF FINANCIAL INSTRUMENTS, CONTINUED:
The estimated fair values of the Corporation's financial instruments at
December 31, 1998 and 1997, were as follows (rounded to the nearest
thousand):
<TABLE>
<CAPTION>
1998 1997
---- ----
CARRYING FAIR CARRYING FAIR
VALUE VALUE VALUE VALUE
----- ----- ----- -----
<S> <C> <C> <C> <C>
Financial assets:
Securities $ 30,347,000 $ 30,347,000 $ 41,479,000 $ 41,490,000
Federal funds sold 24,300,000 24,300,000 5,500,000 5,500,000
Loans, net 466,661,000 467,521,000 441,390,000 438,824,000
Financial liabilities:
Deposits $ 459,183,000 $ 442,375,000 $ 461,729,000 $ 444,939,000
Securities sold under agreements
to repurchase 2,416,000 2,416,000 1,414,000 1,414,000
Federal funds purchased 4,800,000 4,800,000 - -
Long-term debt 34,116,000 34,145,000 12,925,000 12,917,000
Related party notes payable 2,511,000 2,465,000 2,561,000 2,561,000
</TABLE>
The Corporation believes that the fair value of commitments to extend
credit and standby letters of credit approximate the stated amounts at
December 31, 1998 and 1997.
19. EARNINGS PER SHARE OF COMMON STOCK:
Basic earnings per share of common stock is computed by dividing net
income available for common shareholders by the weighted average number
of common shares outstanding. Diluted earnings per share is computed by
dividing adjusted net income by the weighted average number of common
shares and assumed conversions of dilutive securities outstanding during
each year. Stock options are regarded as dilutive securities. Dilutive
securities are computed using the treasury stock method.
50
<PAGE> 51
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
19. EARNINGS PER SHARE OF COMMON STOCK, CONTINUED:
The following is a reconciliation of the numerators and denominators used
in the basic and diluted earnings per share computations for the years
ended December 31, 1998, 1997 and 1996:
<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
INCOME SHARES INCOME SHARES INCOME SHARES
----------- ------------- ----------- ------------- ----------- ------------
(NUMERATOR) (DENOMINATOR) (NUMERATOR) (DENOMINATOR) (NUMERATOR) (DENOMINATOR)
<S> <C> <C> <C> <C> <C> <C>
BASIC EPS
Income available
to common
shareholders $ 8,206,419 1,355,498 $ 6,830,174 1,354,498 $ 5,963,262 1,344,852
EFFECT OF DILUTIVE
SECURITIES
Stock options
outstanding - 7,782 - 4,109 - 2,664
----------- ----------- ----------- ----------- ----------- -----------
DILUTED EPS
Income available
to common
shareholders
plus assumed
conversions $ 8,206,419 1,363,280 $ 6,830,174 1,358,607 $ 5,963,262 1,347,516
=========== =========== =========== =========== =========== ===========
</TABLE>
20. SEGMENT INFORMATION:
The Bank's principal business consists of attracting deposits from the
general public and investing those funds, together with funds generated
from operations and from principal and interest payments on loans,
primarily in commercial loans, commercial real estate loans, consumer
loans and single-family mortgage loans. The Bank has four wholly-owned
subsidiaries; a consumer finance business, a mortgage banking operation,
a subprime automobile lending operation and a title insurance business.
These subsidiaries have been disclosed below in the other column as they
do not meet quantitative threshold on an individual basis.
The accounting policies of the segments are the same as those described
in the summary of significant accounting policies. Intersegment revenues
and expenses are accounted for as if they were to third parties at
current market prices.
The reportable segments are strategic business units that offer different
products and services. They are managed separately because each requires
different marketing strategies.
51
<PAGE> 52
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
20. SEGMENT INFORMATION, CONTINUED:
<TABLE>
<CAPTION>
1998 BANK OTHER ELILMINATIONS TOTAL
<S> <C> <C> <C> <C>
Interest income $ 45,035,584 $ 8,424,664 $ (2,667,792) $ 50,792,456
Interest expense 18,374,592 2,865,348 (2,667,792) 18,572,148
------------- ------------- -------------- -------------
Net interest income $ 26,660,992 $ 5,559,316 $ - $ 32,220,308
============= ============= ============== =============
Provision for loan losses $ 1,468,533 $ 1,948,477 $ - $ 3,417,010
Noninterest income 3,871,232 1,571,161 (886,904) 4,555,489
Noninterest expense 15,757,712 4,978,006 (273,756) 20,461,962
Income tax expense 4,616,824 73,582 - 4,690,406
------------- ------------- -------------- -------------
Segment net income $ 8,689,155 $ 130,412 $ (613,148) $ 8,206,419
============= ============= ============== =============
Segment assets $ 567,732,386 $ 100,471,188 $ (100,024,049) $ 568,179,525
============= ============= ============== =============
1997
Interest income $ 45,095,525 $ 5,477,748 $ (1,568,475) $ 49,004,798
Interest expense 18,962,133 1,750,274 (1,568,475) 19,143,932
------------- ------------- -------------- -------------
Net interest income $ 26,133,392 $ 3,727,474 $ - $ 29,860,866
============= ============= ============== =============
Provision for loan losses 2,816,227 3,136,978 - 5,953,205
Noninterest income 2,439,416 966,171 515,529 3,921,116
Noninterest expense 13,795,797 3,471,074 (258,032) 17,008,839
Income tax expense 4,712,409 (722,645) - 3,989,764
------------- ------------- -------------- -------------
Segment net income $ 7,248,376 $ 1,191,763 $ 773,561 $ 6,830,174
============= ============= ============== =============
Segment assets $ 532,305,851 $ 76,545,128 $ (74,749,278) $ 534,010,701
============= ============= ============== =============
1996
Interest income $ 38,096,534 $ 2,124,082 $ (699,890) $ 39,520,726
Interest expense 15,693,015 831,395 (699,890) 15,824,520
------------- ------------- -------------- -------------
Net interest income $ 22,403,519 $ 1,292,687 $ - $ 23,696,206
============= ============= ============== =============
Provision for loan losses $ 2,353,500 $ 619,693 $ - $ 2,973,193
Noninterest income 3,484,299 427,657 (501,176) 3,410,780
Noninterest expense 13,733,290 1,424,878 (358,258) 14,799,910
Income tax expense 2,913,354 457,267 - 3,370,621
------------- ------------- -------------- -------------
Segment net income $ 6,887,674 $ (781,494) $ (142,918) $ 5,963,262
============= ============= ============== =============
Segment assets $ 475,417,557 $ 57,421,739 $ (54,790,990) $ 478,048,306
============= ============= ============== =============
</TABLE>
52
<PAGE> 53
MARKET AND DIVIDEND INFORMATION
There currently are 1,357,948 shares of Common Stock outstanding and
approximately 1,650 holders of record of the Common Stock.
There is no established public trading market in which shares of the
Common Stock are regularly traded, nor are there any uniformly quoted prices for
shares of the Common Stock. The following table sets forth certain information
known to management as to the prices at the end of each quarter for the Common
Stock and cash dividends declared per share of Common Stock for the calendar
quarters indicated.
<TABLE>
<CAPTION>
Sales Price at Dividends Declared
Quarter-End Per Share (2)
----------- -------------
<S> <C> <C>
FISCAL 1997:
First quarter $ 76.67(1) $ 0.416(1)
Second quarter 76.67(1) 0.417(1)
Third quarter 83.33(1) 0.417(1)
Fourth quarter 100.00 0.670
----------
$ 1.920
==========
FISCAL 1998:
First quarter $ 110.00 $ 0.500
Second quarter 110.00 0.500
Third quarter 115.00 0.500
Fourth quarter 115.00 0.800
----------
$ 2.300
==========
</TABLE>
- -------------------
(1) The sales price and dividend information has been restated to reflect the
effect of the Company's 3-for-1 stock split effected as a stock dividend
in October 1997.
(2) For information regarding restrictions on the payment of dividends by the
Bank to the Company, see "Management's Discussion and Analysis of
Financial Condition and Results of Operation -- Liquidity and Capital
Resources" in this Annual Report. See also Note 14 of Notes to
Consolidated Financial Statements.
53
