<PAGE>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------------
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
<TABLE>
<S> <C>
FOR THE FISCAL YEAR COMMISSION FILE NUMBER
ENDED 1-13661
DECEMBER 31, 1997
</TABLE>
S.Y. BANCORP, INC.
1040 EAST MAIN STREET
LOUISVILLE, KENTUCKY 40206
(502) 582-2571
<TABLE>
<S> <C>
INCORPORATED IN I.R.S. NO.
KENTUCKY 61-1137529
</TABLE>
------------------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
<TABLE>
<S> <C>
Title of each class: Name of each exchange on which
Common stock, no par value registered:
American Stock Exchange
</TABLE>
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
None
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 a definitive proxy statement incorporated by reference in Part III
of this Form 10-K.
Registrant 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 and has
been subject to such filing requirements for the past 90 days.
The aggregate market value of registrant's voting stock (Common Stock, no
par value) held by non-affiliates of the registrant as of February 27, 1998, was
$100,376,000.
The number of shares of registrant's Common Stock, no par value, outstanding
as of February 27, 1998, was 3,290,082.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Registrant's definitive proxy statement related to Registrant's
Annual Meeting of Stockholders to be held on April 22, 1998 (the "Proxy
Statement"), are incorporated by reference into Part III of this Form 10-K.
- --------------------------------------------------------------------------------
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<PAGE>
S.Y. BANCORP, INC.
FORM 10-K
INDEX
<TABLE>
<CAPTION>
PAGE
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<S> <C> <C>
PART I:
Item 1. Business................................................................................. 3
Item 2. Properties............................................................................... 7
Item 3. Legal Proceedings........................................................................ 7
Item 4. Submission of Matters to a Vote of Security Holders...................................... 8
PART II:
Item 5. Market for Registrant's Common Stock and Related Stockholder Matters..................... 8
Item 6. Selected Financial Data.................................................................. 9
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.... 9
Item 7a. Quantitative and Qualitative Disclosures About Market Risk............................... 23
Item 8. Financial Statements and Supplementary Data.............................................. 23
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure..... 45
PART III:
Item 10. Directors and Executive Officers of the Registrant....................................... 45
Item 11. Executive Compensation................................................................... 45
Item 12. Security Ownership of Certain Beneficial Owners and Management........................... 45
Item 13. Certain Relationships and Related Transactions........................................... 45
PART IV:
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K......................... 45
SIGNATURES................................................................................................. 48
</TABLE>
2
<PAGE>
PART I
ITEM 1. BUSINESS
S. Y. Bancorp, Inc. ("Bancorp"), a Kentucky corporation headquartered in
Louisville, Kentucky, is a bank holding company registered with, and subject to
supervision, regulation and examination by the Board of Governors of the Federal
Reserve System. Bancorp has two subsidiaries. Both are wholly owned and are
state chartered banks. Bancorp conducts no active business operations;
accordingly, the business of Bancorp is substantially the same as that of its
subsidiary banks.
STOCK YARDS BANK & TRUST COMPANY (KENTUCKY)
Stock Yards Bank & Trust Company (the Kentucky Bank) was originally
chartered and began operations as a state bank under the name "Stockyards Bank"
in 1904. In 1972, the Kentucky Bank was granted full trust powers and changed
its name to "Stock Yards Bank & Trust Company." The Kentucky Bank's historical
market niche has been providing commercial loans to small and mid-size
companies. As an offshoot of these commercial relationships the Kentucky Bank
also provides banking services to the owners and employees of these businesses.
In 1989, the Bank began to branch and thereby expand its retail business. The
Kentucky Bank's staff focuses on establishing and maintaining long term
relationships with customers. The Kentucky Bank engages in a wide range of
commercial and personal banking activities, including the usual acceptance of
deposits for checking, savings and time deposit accounts; making of secured and
unsecured loans; issuance of letters of credit; and rental of safe deposit
boxes. The Kentucky Bank's lending services include the making of commercial,
industrial, real estate, consumer and guaranteed student loans. Interest and
fees on consumer, real estate and commercial loans constitute the largest
contribution to the Kentucky Bank's operating revenues. In addition, the
Kentucky Bank offers Visa credit card services through an agreement with a
non-affiliated bank. Customers of the Kentucky Bank have access to automatic
teller machines through a regional network. The Kentucky Bank operates a
mortgage company as a division of the Bank. This division originates residential
mortgage loans and sells the loans in the secondary market. The mortgage
division provides customers with a variety of options for home mortgages,
including VA and FHA financing. The Kentucky Bank provides a wide range of
personal and corporate trust services. Assets under management in the investment
management and trust department totaled approximately $630,000,000 at December
31, 1997. In 1996 the Kentucky Bank began offering full service brokerage
products through an affiliation with Robert Thomas Securities, Inc.
The Kentucky Bank actively competes on the local and regional levels with
other commercial banks and financial institutions for all types of deposits,
loans, trust accounts, and provides financial and other services. Many of the
banks and other financial institutions with which this bank competes have
capital and resources substantially in excess of the capital and resources of
the Kentucky Bank. While primarily serving Jefferson County, Kentucky, the
Kentucky Bank also serves customers residing in the adjacent Kentucky counties
of Oldham, Shelby and Bullitt and in southern Indiana.
The Kentucky Bank has nine banking centers including the main office. Some
of these locations are owned while others are leased. See "ITEM 2. PROPERTIES."
STOCK YARDS BANK & TRUST COMPANY (INDIANA)
In 1996, Bancorp acquired the Austin State Bank in Scott County, Indiana
(the Indiana Bank). This acquisition has allowed Bancorp to establish banking
operations in southern Indiana, a natural part of the Louisville, Kentucky
metropolitan area. This bank has been in operation since 1909 and was family
owned until the acquisition by Bancorp. Until the change of ownership, the bank
offered very limited lending products, as well as checking and savings accounts.
The Indiana Bank now offers the same products as the Kentucky Bank. While the
name of this bank has been changed to Stock Yards Bank & Trust Company, the bank
has retained its Indiana charter. Management continues to evaluate the benefits
of operating the Indiana Bank as a branch of the Kentucky Bank rather than as a
subsidiary of Bancorp. The Indiana Bank
3
<PAGE>
opened a branch in Clarksville, Indiana in 1997. The Indiana Bank has two
banking centers including the main office. See "Item 2, Properties."
At December 31, 1997, the Banks had 250 full-time equivalent employees.
Employees are not subject to a collective bargaining agreement. Bancorp and the
Banks consider their relationships with employees to be good.
SUPERVISION AND REGULATION
GENERAL
Financial institutions and their holding companies are extensively regulated
under federal and state laws. As a result, the business, financial condition and
prospects of Bancorp and its subsidiaries can be materially affected not only by
management decisions and general economic conditions but also by legislative and
governmental actions of Congress and the various federal and state regulatory
agencies with jurisdiction over Bancorp and the Banks, such as the Federal
Reserve Bank ("FRB"), Federal Deposit Insurance Corporation ("FDIC") and the
Kentucky and Indiana Departments of Financial Institutions. The effect of
applicable statutes, regulations and policies can be significant, cannot be
predicted with a high degree of certainty, and can change over time.
Bank holding companies and banks are subject to enforcement actions by their
regulators for statutory and regulatory violations and safety and soundness
considerations. In addition to compliance with statutory and regulatory
limitations and requirements concerning financial, managerial and operating
matters, regulated financial institutions such as Bancorp and the Banks must
file periodic and other reports and information with their regulators and are
subject to examination by each of their regulators.
The statutory requirements applicable to, and regulatory supervision of,
bank holding companies and banks have increased significantly and have undergone
substantial change in recent years. These changes are embodied in, among others,
the Financial Institutions Reform, Recovery and Enforcement Act of 1989
("FIRREA"), enacted in August 1989, the Federal Insurance Corporation
Improvement Act of 1991 ("FDICIA"), enacted in December 1991, the Riegle
Community Development and Regulatory Improvement Act of 1994 (the "Community
Development Act") and the Riegle-Neal Interstate Banking and Branching
Efficiency Act of 1994 (the "IBBEA"), the last two of which were enacted in
September 1994, and the regulations promulgated thereunder. Many of the
regulations promulgated pursuant to FDICIA have only recently been finalized,
and the provisions of the Community Development Act and IBBEA are still being
implemented. As a result, the impact of these new laws on Bancorp and the Banks
cannot be predicted with certainty.
Legislation may be introduced from time to time that could, if enacted, have
significant impact on the operations of Bancorp and its subsidiaries. Congress
is considering legislation to broaden the powers of bank holding companies and
permit other financial service companies to own banks. Legislation also has been
introduced in the Congress to restructure the federal bank regulatory system.
Although the Secretary of Treasury of the United States and the Chairman of the
FRB have previously expressed support for restructuring the federal bank
regulatory system, there can be no certainty as to the effect, if any, that such
legislation would have on the regulation of Bancorp or the Banks.
The following discussions and other references to and descriptions of the
regulation of financial institutions and their parent holding companies
contained herein are not intended to constitute and do not purport to be a
complete statement of all legal restrictions and requirements applicable to
Bancorp and the Banks. All such descriptions are qualified in their entirety by
reference to applicable statutes, regulations and policies.
4
<PAGE>
REGULATION OF BANK HOLDING COMPANIES
Bancorp is a bank holding company registered under the Bank Holding Company
Act of 1956, as amended. As such, Bancorp is subject to regulation, supervision
and examination by the FRB. The business and affairs of Bancorp are regulated in
a variety of ways, including limitations on acquiring control of other banks and
bank holding companies, limitations on activities and investments, regulatory
capital requirements and limitations on payment of dividends. In addition, it is
the FRB's policy that a bank holding company is expected to act as a source of
financial strength to banks that it owns or controls and, as a result, the FRB
could require Bancorp to commit resources to support the Banks in circumstances
in which Bancorp might not do so absent the FRB's policy.
Federal Reserve examiners began in 1996 to assign a formal supervisory
rating to the adequacy of a bank holding company's and its member bank's risk
management processes, including internal controls. The emphasis on sound risk
management processes and strong internal controls reflects the Federal Reserve's
view that proper risk management is critical to the conduct of safe and sound
banking activities.
CAPITAL REQUIREMENTS
The FRB has adopted minimum risk-based capital standards for bank holding
companies. The FRB requires bank holding companies to maintain certain minimum
ratios of risk-weighted capital to total risk-adjusted assets. A bank holding
company must meet two risk-based capital standards, a "core" or "Tier 1" capital
requirement and a total capital requirement. The current regulations require
that a bank holding company maintain Tier 1 capital equal to 4% of risk-adjusted
assets and total capital equal to 8% of risk-adjusted assets, at least one-half
of which must be Tier 1 capital. Tier 1 capital consists of common stockholders'
equity; qualifying noncumulative perpetual preferred stock; qualifying
cumulative perpetual preferred stock (up to 25% of total Tier 1 capital); and
minority interests in the equity accounts of consolidated subsidiaries. Core
capital excludes goodwill and certain other intangible assets.
Total capital represents the sum of Tier 1 capital plus "Tier 2" capital,
less certain deductions. Tier 2 or "supplementary" capital consists, subject to
certain limitations, of the allowance for loan and lease losses; perpetual
preferred stock; hybrid capital instruments; perpetual debt; mandatory
convertible debt securities; term subordinated debt; and intermediate term
preferred stock. In determining total capital, a bank holding company must
deduct its investments in unconsolidated banking and finance subsidiaries and,
as determined by the FRB on a case by case basis, other designated subsidiaries
or associated companies; reciprocal holdings of certain securities of banking
organizations; and other deductions required by regulation or determined by the
FRB on a case by case basis.
The FRB also has established a minimum leverage ratio requirement for bank
holding companies. The leverage ratio, which is defined as Tier 1 capital
divided by average quarterly assets (net of allowance for losses and goodwill),
is 3% for banking organizations that do not anticipate significant growth and
that have well-diversified risk, excellent asset quality, high liquidity and
good earnings. Banking organizations, however, generally are expected to operate
well above these minimum risk-based ratios and are expected to have ratios of at
least 100 to 200 basis points above the stated minimum, depending upon their
particular condition and growth plans. Higher capital ratios could be required
if warranted by the particular circumstances or risk profile of a given banking
organization. The FRB has not advised Bancorp of any specific minimum Tier 1
leverage ratio applicable to it.
As of December 31, 1997, Bancorp had Tier 1 and total risk-based capital
ratios of 9.70% and 11.04%, respectively, and a Tier 1 leverage ratio of 7.57%.
The failure of a bank holding company to meet its risk-weighted capital
ratios may result in supervisory action, as well as an inability to obtain
approval of any regulatory applications and, potentially, increased frequency of
examination. The nature and intensity of the supervisory action will depend upon
the level of noncompliance.
5
<PAGE>
Risk-based capital ratios which focus principally on broad categories of
credit risk are only one indicator of the overall financial health of a bank
organization. They do not incorporate other factors that can affect Bancorp's
financial condition, such as overall interest rate risk exposure, liquidity,
funding and market risks, the quality and level of earnings, investment or loan
portfolio concentrations, the quality of loans and investments, the
effectiveness of loan and investment policies and management's ability to
monitor and control financial and operating risks.
REGULATION OF BANKS
The Banks are state chartered and subject to regulation, supervision and
examination by the Kentucky and Indiana Departments of Financial Institutions,
respectively. The deposit accounts of the Banks are insured up to applicable
limits by the FDIC's Bank Insurance Fund (the "BIF"). Thus, the Banks are also
subject to regulation, supervision and examination by the FDIC. In certain
instances, the statutes administered and regulations promulgated by certain of
these agencies are more stringent than those of other agencies with
jurisdiction. In these instances, the Banks must comply with the more stringent
restrictions, prohibitions or requirements.
The business and affairs of the Banks are regulated in a variety of ways.
Regulations apply to, among other things, insurance of deposit accounts, the
Banks' capital ratios, payment of dividends, liquidity requirements, the nature
and amount of the investments that the Banks may make, transactions with
affiliates, community and consumer lending, internal policies and controls,
reporting by and examination of the Banks and changes in control of the Banks.
The federal bank regulators have recently adopted an interest rate risk
component to the risk capital requirements to assess the exposure of banks to
declines in the economic value of the bank's capital due to changes in interest
rates.
CAPITAL REQUIREMENTS
FDIC regulations establish three minimum capital standards for insured state
banks. The Banks' capital ratios are computed in a manner substantially similar
to the manner in which bank holding company capital ratios are determined. The
FDIC capital requirements are minimum requirements and higher levels of capital
will be required if warranted by the particular circumstances or risk profile of
an individual bank.
FDICIA provides the federal banking regulators with broad power to take
"prompt corrective action" to resolve the problems of undercapitalized
institutions. The extent of the regulators' powers depends on whether the
institution in question is "well capitalized," "adequately capitalized,"
"undercapitalized," "significantly undercapitalized" or "critically
undercapitalized". Under regulations adopted by the federal banking regulators,
a bank is considered "well capitalized" if it has a total risk-based capital
ratio of 10% or greater, has a Tier 1 risk-based capital ratio of 6% or greater,
has a leverage ratio of 5% or greater and is not subject to any order or written
directive to meet and maintain a specific capital level. An "adequately
capitalized" bank is defined as one that has a total risk-based capital ratio of
8% or greater, has a Tier 1 risk-based capital ratio of 4% or greater, has a
leverage ratio of 4% or greater (or 3% or greater in the case of a bank with the
highest composite regulatory examination rating that is not experiencing or
anticipating significant growth) and does not meet the definition of a well
capitalized bank. A bank would be considered "undercapitalized" if it has a
total risk-based capital ratio of less than 8%, a Tier 1 risk-based capital
ratio of less than 4% or a leverage ratio of less than 4% (or 3% in the case of
a bank with the highest composite regulatory examination rating that is not
experiencing or anticipating significant growth); "significantly
undercapitalized" if the bank has a total risk-based capital ratio of less than
6%, a Tier 1 risk-based capital ratio of less than 3% or a leverage ratio of
less than 3%; and "critically undercapitalized" if the bank has a ratio of
tangible equity to total assets of equal to or less than 2%. The appropriate
federal banking regulator may downgrade a bank to the next lower category if the
regulator determines after notice and opportunity for hearing or response, that
the bank is in an unsafe or unsound
6
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condition or that the bank has received (and not corrected) a
less-than-satisfactory rating for any of the categories of asset quality,
management, earnings or liquidity in its most recent exam.
As of December 31, 1997, the Banks qualified as "well capitalized." The
Kentucky Bank had total risk-based capital ratio of 10.94%, Tier 1 risk-based
capital ratio of 9.60% and leverage ratio of 7.70%. The Indiana Bank had total
risk-based capital ratio of 30.14%, Tier 1 risk-based capital ratio of 30.08%
and leverage ratio of 12.33%.
Depending upon the capital category to which an institution is assigned, the
regulators' corrective powers, many of which are mandatory in certain
circumstances, include a prohibition on capital distributions by the institution
if, after making the distribution, it would be undercapitalized; prohibition on
payment of management fees to controlling persons; requiring the submission of a
capital restoration plan; placing limits on asset growth; limiting acquisitions,
branching or new lines of business; requiring the institution to issue
additional capital stock (including additional voting stock) or to be acquired;
restricting transactions with affiliates; restricting the interest rates that
the institution may pay on deposits; ordering a new election of directors of the
institution; requiring that senior executive officers or directors be dismissed;
prohibiting the institution from accepting deposits from correspondent banks;
requiring the institution to divest certain subsidiaries; requiring the holding
company to divest the institution or other non-banking subsidiaries; prohibiting
the holding company from making any distributions without FRB approval;
prohibiting the payment of principal or interest on subordinated debt; and,
ultimately, appointing a receiver for the institution.
ITEM 2. PROPERTIES
The principal offices of Bancorp and the Kentucky Bank are located at 1040
East Main Street, Louisville, Kentucky, in a two story building containing
approximately 28,000 square feet. Adjacent to the main location there are also a
drive-through facility, an operations center containing approximately 40,000
square feet, a garage of approximately 5,000 square feet, and parking for
approximately 100 customers and employees. The Kentucky Bank also owns land and
buildings at 4016 Poplar Level Road, 4537 Outer Loop and 2811 Hurstbourne
parkway which are used as branch facilities. The Indiana Bank's main office
contains approximately 1,500 square feet and is located at 275 Highway 31 North,
Austin, Indiana. Properties owned by the Banks are not presently encumbered.
At December 31, 1997, the Kentucky Bank leased the following branch
facilities in Louisville, Kentucky:
South Fifth Street--approximately 10,000 square feet;
Lexington Road--approximately 6,000 square feet;
Shelbyville Road--approximately 3,000 square feet;
Dixie Highway--approximately 7,200 square feet with 3,600 feet
sub-leased.
At December 31, 1997, the Indiana Bank leased the following branch facility
in Clarksville, Indiana:
Highway 131--approximately 5,500 square feet.
See Notes 6 and 16 to Bancorp's consolidated financial statements for the
year ended December 31, 1997, for additional information relating to amounts
invested in premises, equipment and lease commitments.
ITEM 3. LEGAL PROCEEDINGS
See Note 16 to Bancorp's consolidated financial statements for the year
ended December 31, 1997, for information relating to legal proceedings.
7
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
EXECUTIVE OFFICERS OF THE REGISTRANT
The following table lists the names, and ages (as of December 31, 1997) of
all current executive officers of Bancorp and all persons who it is anticipated
will be chosen as executive officers at the organization meeting of Bancorp's
Board of Directors following the 1998 Annual Meeting of Shareholders of Bancorp
to be held on April 22, 1998. Each executive officer is appointed by the
Bancorp's Board of Directors to serve at the pleasure of the Board. There is no
arrangement or understanding between any executive officer of Bancorp and any
other person(s) pursuant to which he/she was or is to be selected as an officer.
<TABLE>
<CAPTION>
NAME AND AGE OF POSITION AND OFFICES
EXECUTIVE OFFICER WITH BANCORP
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<S> <C>
David H. Brooks Chairman and Chief Executive Officer and Director
Age 55
David P. Heintzman President and Director
Age 38
Kathy C. Thompson Executive Vice President, Secretary and Director
Age 36
</TABLE>
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
Bancorp's common stock is traded on the American Stock Exchange under the
ticker symbol SYI. The table below sets forth the quarterly high and low market
prices of Bancorp's common stock, and dividends declared per share. The payment
of dividends by the Banks to Bancorp is subject to the restriction described in
note 15 to the consolidated financial statements. On December 31, 1997, Bancorp
had 768 shareholders of record. The information below has been adjusted to
reflect the August, 1996 2-for-1 stock split.
<TABLE>
<CAPTION>
1997 1996
---------------------------------------- ----------------------------------------
CASH CASH
DIVIDENDS DIVIDENDS
QUARTER HIGH LOW DECLARED HIGH LOW DECLARED
- ------------------------------ ------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
First......................... $ 34.25 $ 29.50 $ .12 $ 25.50 $ 21.25 $ .10
Second........................ 38.00 31.00 .12 28.75 25.00 .10
Third......................... 43.75 36.00 .12 34.50 24.63 .10
Fourth........................ 50.50 39.75 .12 34.50 27.25 .10
</TABLE>
8
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ITEM 6. SELECTED FINANCIAL DATA
SELECTED CONSOLIDATED FINANCIAL DATA
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
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1997 1996 1995 1994 1993
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(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
Net interest income....................................... $ 19,723 $ 16,538 $ 14,609 $ 12,338 $ 9,811
Provision for loan losses................................. 1,000 800 1,260 1,000 820
Net income................................................ 6,534 5,179 4,056 3,101 2,515
PER SHARE DATA
Net income, basic......................................... $ 1.99 $ 1.58 $ 1.25 $ .96 $ .78
Net income, diluted....................................... 1.92 1.54 1.22 .94 .77
Cash dividends declared................................... .48 .40 .36 .29 .21
AVERAGES
Stockholders' equity...................................... $ 34,174 $ 29,675 $ 25,964 $ 23,320 $ 21,011
Assets.................................................... 437,037 352,977 295,892 253,139 236,015
Long-term debt............................................ 2,259 1,171 607 617 617
RATIOS
Average stockholders' equity to average assets............ 7.82% 8.41% 8.77% 9.21% 8.90%
Return on average stockholders' equity.................... 19.12 17.45 15.62 13.30 11.97
Return on average assets.................................. 1.50 1.47 1.37 1.23 1.07
</TABLE>
Per share information has been adjusted to reflect stock splits and stock
dividends.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The purpose of this discussion is to provide information as to the analysis
of the consolidated financial condition and results of operations of S.Y.
Bancorp, Inc. (Bancorp) and its wholly-owned subsidiaries, Stock Yards Bank &
Trust Company, a Kentucky Bank, and Stock Yards Bank & Trust Company, an Indiana
Bank (the Banks). This discussion should be read in conjunction with Bancorp's
consolidated financial statements and accompanying notes and other schedules
presented elsewhere in this report.
ACQUISITION
In October, 1996, Bancorp completed the acquisition of the Indiana Bank.
Bancorp purchased 100% of the common stock of the Indiana Bank for a total
purchase price of $2,803,000 including acquisition costs of $128,000. The
acquisition was accounted for as a purchase. Results of operations of the
Indiana Bank subsequent to the acquisition date are included in the consolidated
statements of income, changes in stockholders' equity and cash flows.
Goodwill related to the acquisition of $1,041,000 is being amortized over
fifteen years. Amortization of goodwill decreased net income by $69,000 in 1997
and $12,000 in 1996. Goodwill is expected to decrease net income by $69,000 per
year for the remainder of the amortization period.
Management's primary intent in this acquisition was to be able to establish
banking operations in southern Indiana. Clarksville, Jeffersonville and New
Albany are a natural part of Bancorp's market. The Indiana Bank established a
branch in Clarksville during 1997.
RESULTS OF OPERATIONS
Net income was $6,534,000 or $1.92 per share on a diluted basis in 1997.
This compares to $5,179,000 or $1.54 per share and $4,056,000 or $1.22 per share
in 1996 and 1995, respectively. The increase in 1997
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earnings was attributable to several factors, the most notable of which were net
interest income and non-interest income growth. Earnings include a 18.9%
increase in fully taxable equivalent net interest income and a 32.6% increase in
non-interest income. All components of non-interest income increased. Partially
offsetting the overall income increases were increases in non-interest expenses
of 22.1%. Non-interest expenses increased in all categories. These increases are
primarily related to continued expansion of Bancorp's banking center network.
The following paragraphs provide a more detailed analysis of the significant
factors affecting operating results.
NET INTEREST INCOME
Net interest income, the most significant component of Bancorp's earnings,
is total interest income less total interest expense. Net interest spread is the
difference between the taxable equivalent rate earned on average interest
earning assets and the rate expensed on average interest bearing liabilities.
Net interest margin represents net interest income on a taxable equivalent basis
as a percentage of average earning assets. Net interest margin is affected by
both the interest rate spread and the level of non-interest bearing sources of
funds, primarily consisting of demand deposits and stockholders' equity. The
level of net interest income is determined by the mix and volume of interest
earning assets, interest bearing deposits and borrowed funds, and by changes in
interest rates. The discussion that follows is based on tax equivalent interest
data.
Net interest income was $19,899,000, $16,732,000 and $14,783,000 for 1997,
1996 and 1995, respectively. This represents a 18.9% increase for 1997 over 1996
and a 13.2% increase for 1996 over 1995. These improvements in net interest
income resulted from an increase in average earning assets offset by a slight
decline in net interest spread. Average earning assets increased $75,737,000 to
$407,089,000 in 1997 and increased $53,885,000 to $331,352,000 in 1996.
Net interest spread and net interest margin were 4.06% and 4.89%,
respectively, in 1997 and 4.16% and 5.05%, respectively in 1996. The Banks'
prime lending rate was 8.50% and 8.25% at December 31, 1997 and 1996,
respectively. It did not change during 1997. Average rates earned on earning
assets decreased 13 basis points, and average rates paid on interest bearing
liabilities decreased 3 basis points when comparing 1997 to 1996.
10
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The following table provides information about Bancorp's derivative
financial instruments and other financial instruments that are sensitive to
changes in interest rates. For loans, securities and liabilities with
contractual maturities, the table presents principal cash flows and weighted
average interest rates as well as Bancorp's experience of the impact of interest
rate fluctuations on the prepayment of mortgage-backed securities. For deposits
that have no contractual maturity (non interest bearing checking, interest
bearing checking and savings), the table presents information regarding the most
likely withdrawal behaviors. This information is based on Bancorp's historical
experience and management's judgments. For interest rate caps and floors, the
table presents notional amounts. Notional amounts are used to calculate the
contractual payments to be exchanged under the contracts.
<TABLE>
<CAPTION>
1998 1999 2000 2001 2002 THEREAFTER TOTAL FAIR VALUE
------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
LOANS
Fixed rate.......... $ 45,374 $ 35,235 $ 35,733 $ 39,668 $ 47,354 $ 25,496 $ 228,860 $ 229,304
Average interest
rate.............. 9.24% 8.93% 9.16% 8.86% 8.85% 8.12% 8.89%
Variable rate....... $ 51,292 $ 12,420 $ 5,561 $ 6,424 $ 9,507 $ 56,229 $ 141,433 $ 141,433
Average interest
rate.............. 9.21% 9.00% 9.28% 9.15% 8.97% 9.13% 9.15%
SECURITIES
Fixed rate.......... $ 7,920 $ 9,045 $ 9,817 $ 8,416 $ 9,400 $ 15,516 $ 60,114 $ 60,424
Average interest
rate.............. 5.96% 5.99% 6.12% 6.20% 5.90% 6.37% 6.12%
Federal funds sold
(variable rate)... $ 6,000 -- -- -- -- -- $ 6,000 $ 6,000
Average interest
rate.............. 5.50% -- -- -- -- -- 5.50%
DEPOSITS
Non-interest bearing
checking.......... $ 10,815 $ 10,815 $ 10,815 $ 10,815 $ 10,815 $ 18,028 $ 72,103 $ 72,103
Average interest
rate.............. -- -- -- -- -- -- --
Savings and interest
bearing checking $ 18,975 $ 18,975 $ 18,975 $ 18,975 $ 18,975 $ 31,623 $ 126,498 $ 126,498
Average interest
rate.............. 2.82% 2.82% 2.82% 2.82% 2.82% 2.82% 2.82%
Time deposits (fixed
rate)............. $ 153,349 $ 49,150 $ 8,684 $ 4,637 $ 2,023 $ 1,127 $ 218,970 $ 220,047
Average interest
rate.............. 5.54% 5.91% 6.56% 5.74% 5.82% 6.33% 5.68%
Other short-term
borrowings
(variable rate)... $ 4,483 -- -- -- -- -- $ 4,483 $ 4,483
Average interest
rate.............. 5.30% -- -- -- -- -- 5.30%
Federal funds
purchased and
securities sold
under agreements
to repurchase
(variable rate)... $ 13,684 -- -- -- -- -- $ 13,684 $ 13,684
Average interest
rate.............. 5.42% -- -- -- -- -- 5.42%
Long-term debt
(variable rate)... $ 1,800 -- -- -- -- $ 315 $ 2,115 $ 2,115
Average interest
rate.............. 7.59% -- -- -- -- 7.25% 7.54%
DERIVATIVE FINANCIAL
INSTRUMENTS
Interest rate cap
sold.............. -- $ 50,000 -- -- -- -- $ 50,000 --
Strike rate......... -- 9.00% -- -- -- -- 9.00%
Interest rate floor
purchased......... -- $ 50,000 -- -- -- -- $ 50,000 --
Strike rate......... -- 8.00% -- -- -- -- 8.00%
</TABLE>
As interest rates change in the market, rates earned on assets do not
necessarily move identically with rates paid on liabilities. Proper asset and
liability management involves the matching of interest sensitive assets and
liabilities to reduce interest rate risk. The Banks manage interest rate risk by
adjusting the mix of fixed rate loans and securities against longer term fixed
rate time deposits.
11
<PAGE>
The following table presents the increases in net interest income due to
changes in volume and rate computed on a tax equivalent basis and indicates how
net interest income in 1997 and 1996 was impacted by volume increases and the
lower average interest rate environment. The tax equivalent adjustments are
based on a 34% tax rate. The change in interest due to both rate and volume has
been allocated to the change due to volume and change due to rate in proportion
to the relationship of the absolute dollar amounts of the change in each.
TAXABLE EQUIVALENT RATE/VOLUME ANALYSIS
<TABLE>
<CAPTION>
1997/1996 1996/1995
------------------------------- -------------------------------
INCREASE (DECREASE) INCREASE (DECREASE)
DUE TO DUE TO
NET -------------------- NET --------------------
CHANGE RATE VOLUME CHANGE RATE VOLUME
--------- --------- --------- --------- --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
INTEREST INCOME
Loans.................................................... $ 5,212 $ 4 $ 5,208 $ 3,291 $ (752) $ 4,043
Federal funds sold....................................... 180 (3) 183 (35) (48) 13
Mortgage loans held for sale............................. (144) (18) (126) 205 (5) 210
Securities
U.S. Treasury and federal agencies..................... 930 (165) 1,095 312 (74) 386
States and political subdivisions...................... 5 (84) 89 131 (10) 141
--------- --------- --------- --------- --------- ---------
TOTAL INTEREST INCOME.................................... 6,183 (266) 6,449 3,904 (889) 4,793
--------- --------- --------- --------- --------- ---------
INTEREST EXPENSE
Deposits
Interest bearing demand deposits....................... 576 141 435 43 (113) 156
Savings deposits....................................... 71 (33) 104 162 (31) 193
Money market deposits.................................. (59) (27) (32) (162) (144) (18)
Time deposits.......................................... 2,238 (179) 2,417 1,960 37 1,923
Securities sold under agreements to repurchase and
federal funds purchased................................ 78 8 70 (56) (50) (6)
Other short-term borrowings.............................. 31 (5) 36 (33) (21) (12)
Long-term debt........................................... 81 1 80 41 -- 41
--------- --------- --------- --------- --------- ---------
TOTAL INTEREST EXPENSE................................... 3,016 (94) 3,110 1,955 (322) 2,277
--------- --------- --------- --------- --------- ---------
NET INTEREST INCOME...................................... $ 3,167 $ (172) $ 3,339 $ 1,949 $ (567) $ 2,516
--------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- ---------
</TABLE>
PROVISION FOR LOAN LOSSES
In determining the provision for loan losses charged to expense, management
carefully considers many factors. Among these are the quality of the loan
portfolio, previous loss experience, the size and composition of the loan
portfolio and an assessment of the impact of current economic conditions on
borrowers. Responding to these factors, management provided $1,000,000 in 1997.
The provision for loan losses was $800,000 in 1996 and $1,260,000 in 1995. At
December 31, 1997, the allowance for loan losses was 1.60% of year-end loans
compared to 1.71% at December 31, 1996. Charge-off history has been well below
industry averages, and management's evaluations indicated a provision of
$1,000,000 to be sufficient to maintain the allowance for loan losses at an
adequate level.
The Banks' loan portfolios continue to be diversified with no significant
concentrations of credit. Geographically, most loans are extended to borrowers
in the Louisville, Kentucky metropolitan area. The adequacy of the allowance is
monitored on an ongoing basis and it is the opinion of management that the
12
<PAGE>
balance of the allowance for loan losses at December 31, 1997, is adequate to
absorb anticipated losses in the loan portfolio as of this date.
NON-INTEREST INCOME AND EXPENSES
Non-interest income increased by 32.6% in 1997 as compared to 1996, and
23.8% in 1996 as compared to 1995.
The largest component of non-interest income is investment management and
trust fee income which increased 38.8% in 1997, 15.1% in 1996 and 38.6% in 1995.
The investment management and trust department has established a reputation of
personalized service and superior investment returns. Assets under management,
through customer retention and attraction of new business, grew to $632 million
as of December 31, 1997 as compared to $470 million as of December 31, 1996.
Growth in the department's assets include both personal and employee benefit
accounts. Furthermore, the department assumed responsibility for managing the
Banks' securities portfolio during 1996. The assets under management reported
above include $60 million of the Banks' investment securities as of December 31,
1997 and $46 million as of December 31, 1996.
Service charges on deposit accounts increased 24.8% over 1996. Growth in
deposit accounts, arising primarily from new banking locations, presented
opportunities for increased fee income in this area. Rates for some deposit
services were raised in the third quarter of 1996; however, the vast majority of
the increase is due to account volume.
The Kentucky Bank operates a mortgage banking company. This department
originates residential mortgage loans and sells the loans in the secondary
market. The department offers conventional, VA and FHA financing as well as a
program for low income first time home buyers. Loans are made for both purchase
and refinancing of homes. Virtually all loans originated by the mortgage banking
company are sold in the secondary market with servicing rights released. Gains
on sales of mortgage loans were $1,077,000 in 1997 as compared to $1,016,000 and
$736,000 in 1996 and 1995, respectively. Interest rates on conventional mortgage
loans directly impact the volume of business transacted by the mortgage banking
department. Falling rates in 1995 stimulated the volume of loans originated.
With relatively stable interest rates during 1996 and 1997, growth in those
years has been due more to the mortgage company's expanding reputation. Profit
margins in the mortgage banking industry have been shrinking over the last two
to three years making increasing volumes a focus. Also the mortgage company
helps support the corporate philosophy of capitalizing on relationships rather
than single transactions.
Other non-interest income increased in 1997 as compared to 1996 by $403,000
or 67.5% and $137,000 or 29.8% in 1996 compared to 1995. The increases are due
to several contributing factors, the largest of which is the addition of a
brokerage services department during 1996. Brokerage services fees totaled
$226,000 and $65,000 in 1997 and 1996, respectively. Through an account
executive with Robert Thomas Securities, Inc., bank customers have convenient
access to a full service brokerage company. Products available include stocks,
government and corporate bonds, annuities, mutual funds and insurance. Services
include asset management and investment advice. Having these products and
services readily available enables customers to find solutions to most all of
their financial needs in one location.
Total non-interest expenses increased 22.1% in 1997 over 1996, and 15.1% in
1996 over 1995.
Salaries and employee benefits, the largest non-interest expense category,
increased 24.9% in 1997 and 17.7% in 1996. These increases occurred primarily
from regular salary increases and new employees added to support expansion. As
of December 31, 1997, the Banks had 250 full time equivalent employees (FTEs).
As of December 31, 1996, that total was 220 FTEs. Additionally, a performance
incentive program is in place, and increasing earnings have qualified certain
bank employees for incentive compensation. Further, as salary expense increases,
so do corresponding employee benefit expenses. It should be noted there are no
significant obligations for post-retirement or post-employment benefits.
13
<PAGE>
Net occupancy expense increased 16.4% in 1997 and 6.5% in 1996. Occupancy
expenses have increased as Bancorp has continued its expansion plans. In 1997,
the Kentucky Bank and Indiana Bank each completed the construction of and opened
one banking center. The Kentucky Bank has nine banking center locations
including the main office. All are in the Louisville area. The Indiana Bank has
two locations. Furniture and equipment expense increased 13.6% in 1997 compared
to 1996 and 22.4% in 1996 compared to 1995. Investments in computer technology
have resulted in significant increases over the last several years.
Other non-interest expenses increased 20.6% in 1997 and 9.2% in 1996. The
increase in both years largely related to Bancorp's expansion. Among costs which
increased significantly were delivery, communication and supplies. Management
continues to identify cost containment opportunities where expense reductions
can be made without sacrificing the level of service to customers.
INCOME TAXES
Bancorp had income tax expense of $2,873,000 in 1997 compared to $2,442,000
in 1996 and $1,900,000 in 1995. The effective rates were 30.5%, 32.0% and 31.9%,
respectively. With a statutory tax rate of 34.0%, the effective rates reflect
tax exempt interest income.
FINANCIAL CONDITION
EARNING ASSETS AND INTEREST BEARING LIABILITIES
Total consolidated assets of Bancorp at December 31, 1997 increased 15.2%
over December 31, 1996 to $478,597,000. Average assets for 1997 increased 23.8%
over 1996 to $437,037,000. During 1997, Bancorp increased its net average
earning assets to $72,082,000 from $62,693,000 during 1996.
The growth of average earning assets occurred primarily in the area of
loans. Loan demand continued to increase during 1997. Commercial and industrial
loans increased 14.3%. Construction and development loans decreased 4.6%. Real
estate mortgage loans increased 30.8%. Consumer loans increased 24.3%.
Regarding derivative financial instruments as defined by SFAS No. 119,
"Disclosures About Derivative Financial Instruments and Fair Value of Financial
Instruments," at December 31, 1997 the Kentucky Bank held an interest rate
collar contract as described in the maturity table under the heading "Net
Interest Income." In addition, the Kentucky Bank has, in its portfolio of
securities, FHLMC and FNMA issued collateralized mortgage obligations (CMOs)
with a carrying value of approximately $16,826,000. Management monitors these
securities on an ongoing basis and has determined these not to be high risk.
With respect to the total portfolio of securities held to maturity, market value
exceeded amortized cost at December 31, 1997 by 1.1%. At December 31, 1996,
amortized cost exceeded market value by .4%.
Growth of average interest bearing liabilities occurred in all categories
other than money market deposit accounts. With lower interest rates over the
last three years, some depositors have chosen to shift money market funds to
time deposit accounts. Average time deposits increased 28% in 1997 from the 1996
average. Interest bearing demand deposits increased 55% and savings accounts
averaged 15% higher in 1997 as compared to 1996. Overall, average interest
bearing deposits increased 25% in 1997. Average balances of securities sold
under agreements to repurchase decreased slightly in 1996. Commercial depositors
have the opportunity to enter into a sweep agreement whereby excess demand
deposit balances are transferred to a separate account. This balance is then
used to purchase securities sold under agreements to repurchase. Of the total
securities sold under agreements to repurchase and federal funds purchased
caption, the 1997 average balance for federal funds purchased was $1,927,000.
14
<PAGE>
AVERAGE BALANCES AND INTEREST RATES--TAXABLE EQUIVALENT BASIS
<TABLE>
<CAPTION>
YEAR 1997 YEAR 1996 YEAR 1995
--------------------------------- --------------------------------- ---------------------------------
AVERAGE AVERAGE AVERAGE AVERAGE AVERAGE AVERAGE
BALANCES INTEREST RATE BALANCES INTEREST RATE BALANCES INTEREST RATE
--------- --------- ----------- --------- --------- ----------- --------- --------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
EARNING ASSETS
Federal funds sold......... $ 11,131 $ 622 5.59% $ 7,851 $ 442 5.63% $ 7,635 $ 477 6.25%
Mortgage loans held for
sale..................... 4,181 309 7.39 5,883 453 7.70 3,158 248 7.85
Securities
U.S. Treasury and federal
agencies............... 53,567 3,492 6.52 36,901 2,562 6.94 31,294 2,250 7.12
States and political
subdivisions........... 9,048 551 6.09 7,686 546 7.10 5,706 415 7.27
Loans, net of unearned
income................... 329,162 30,541 9.28 273,031 25,329 9.28 229,674 22,038 9.60
--------- --------- --- --------- --------- --- --------- --------- ---
TOTAL EARNING ASSETS....... 407,089 35,515 8.72 331,352 29,332 8.85 277,467 25,428 9.16
--------- --- --------- --- --------- ---
Less allowance for loan
losses................... 5,530 4,807 4,115
--------- --------- ---------
401,559 326,545 273,352
NON-EARNING ASSETS
Cash and due from banks.... 15,899 11,120 10,721
Premises and equipment..... 12,051 8,529 5,672
Accrued interest receivable
and other assets......... 7,528 6,783 6,147
--------- --------- ---------
TOTAL ASSETS............... $ 437,037 $ 352,977 $ 295,892
--------- --------- ---------
--------- --------- ---------
INTEREST BEARING
LIABILITIES
Deposits
Interest bearing demand
deposits............... $ 50,137 $ 1,268 2.53% $ 32,259 $ 692 2.15% $ 25,471 $ 649 2.55%
Savings deposits......... 23,352 774 3.31 20,251 703 3.47 14,733 541 3.67
Money market deposits.... 47,138 1,612 3.42 48,059 1,671 3.48 48,540 1,833 3.78
Time deposits............ 195,209 10,953 5.61 152,191 8,715 5.73 118,611 6,755 5.70
Securities sold under
agreements to repurchase
and federal funds
purchased................ 14,408 729 5.06 13,023 651 5.00 13,128 707 5.39
Other short-term
borrowings............... 2,504 113 4.51 1,705 82 4.81 1,914 115 6.01
Long-term debt............. 2,259 167 7.39 1,171 86 7.34 607 45 7.41
--------- --------- --- --------- --------- --- --------- --------- ---
TOTAL INTEREST BEARING
LIABILITIES.............. 335,007 15,616 4.66 268,659 12,600 4.69 223,004 10,645 4.77
--------- --- --------- --- --------- ---
NON-INTEREST BEARING
LIABILITIES
Non-interest bearing demand
deposits................. 63,857 51,780 44,340
Accrued interest payable
and other liabilities.... 3,999 2,863 2,584
--------- --------- ---------
TOTAL LIABILITIES.......... 402,863 323,302 269,928
STOCKHOLDERS' EQUITY....... 34,174 29,675 25,964
--------- --------- ---------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY..... $ 437,037 $ 352,977 $ 295,892
--------- --------- ---------
--------- --------- ---------
NET INTEREST INCOME........ $ 19,899 $ 16,732 $ 14,783
--------- --------- ---------
--------- --------- ---------
NET INTEREST SPREAD........ 4.06% 4.16% 4.39%
--- --- ---
--- --- ---
NET INTEREST MARGIN........ 4.89% 5.05% 5.31%
--- --- ---
--- --- ---
</TABLE>
15
<PAGE>
SECURITIES
The purpose of the securities portfolio is to provide another source of
interest income as well as liquidity management. In managing the composition of
the balance sheet, Bancorp seeks a balance among earnings sources and credit and
liquidity considerations.
The carrying value of securities is summarized as follows:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
-------------------------------
1997 1996 1995
--------- --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C>
SECURITIES AVAILABLE FOR SALE
U.S. Treasury and federal agency obligations............... $ 31,244 $ 19,276 $ 14,399
Mortgage-backed securities................................. -- -- 1,146
Obligations of states and political subdivisions........... 218 165 --
--------- --------- ---------
$ 31,462 $ 19,441 $ 15,545
--------- --------- ---------
--------- --------- ---------
SECURITIES HELD TO MATURITY
U.S. Treasury and federal agency obligations............... $ 3,864 $ 30,100 $ 9,079
Mortgage-backed securities................................. 16,826 18,361 10,046
Obligations of states and political subdivisions........... 7,962 7,618 7,585
--------- --------- ---------
$ 28,652 $ 56,079 $ 26,710
--------- --------- ---------
--------- --------- ---------
</TABLE>
The maturity distribution and weighted average interest rates of securities
at December 31, 1997, are as follows:
<TABLE>
<CAPTION>
AFTER ONE BUT AFTER FIVE
WITHIN ONE WITHIN FIVE BUT WITHIN AFTER TEN
YEAR YEARS TEN YEARS YEARS
------------- ------------- ------------- -------------
AMOUNT RATE AMOUNT RATE AMOUNT RATE AMOUNT RATE
------- ---- ------- ---- ------- ---- ------- ----
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SECURITIES AVAILABLE
FOR SALE
U.S. Treasury and
federal agency
obligations..... $4,269 5.77% $18,422 5.94% $8,553 6.35% $ -- --%
Obligations of
states and
political
subdivisions.... 95 4.50 -- -- 123 4.80 -- --
------- ---- ------- ---- ------- ---- ------- ----
$4,364 5.75% $18,422 5.94% $8,676 6.33% $ -- --%
------- ---- ------- ---- ------- ---- ------- ----
------- ---- ------- ---- ------- ---- ------- ----
SECURITIES HELD TO
MATURITY
U.S. Treasury and
federal agency
obligations..... $1,839 5.85% $ 2,025 7.13% $ -- --% $ -- --%
Mortgage-backed
securities...... 1,313 6.88 9,818 6.45 4,088 6.49 1,607 6.57
Obligations of
states and
political
subdivisions.... 405 5.70 6,412 5.40 1,145 5.92 -- --
------- ---- ------- ---- ------- ---- ------- ----
$3,557 6.21% $18,255 6.16% $5,233 6.37% $1,607 6.57%
------- ---- ------- ---- ------- ---- ------- ----
------- ---- ------- ---- ------- ---- ------- ----
</TABLE>
16
<PAGE>
LOAN PORTFOLIO
Bancorp's primary source of income is interest on loans. The following table
presents the composition of loans at December 31 of the years indicated.
<TABLE>
<CAPTION>
1997 1996 1995 1994 1993
---------- ---------- ---------- ---------- ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Commercial and industrial.................. $ 101,030 $ 88,352 $ 81,325 $ 79,397 $ 73,953
Construction and development............... 21,481 22,518 15,327 8,144 7,431
Real estate mortgage....................... 217,830 166,574 137,618 105,207 91,736
Consumer................................... 29,952 24,104 18,667 14,664 14,943
---------- ---------- ---------- ---------- ----------
$ 370,293 $ 301,548 $ 252,937 $ 207,412 $ 188,063
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
</TABLE>
The following tables show the amounts of commercial and industrial loans,
and construction and development loans, at December 31, 1997, which, based on
remaining scheduled repayments of principal, are due in the periods indicated.
Also shown are the amounts due after one year classified according to
sensitivity to changes in interest rates.
<TABLE>
<CAPTION>
MATURING
------------------------------------------------
AFTER ONE AFTER
WITHIN ONE BUT WITHIN FIVE
YEAR FIVE YEARS YEARS TOTAL
----------- ------------ --------- ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Commercial and industrial................... $ 27,358 $ 44,823 $ 28,849 $ 101,030
Construction and development................ 21,481 -- -- 21,481
----------- ------------ --------- ----------
----------- ------------ --------- ----------
</TABLE>
<TABLE>
<CAPTION>
INTEREST SENSITIVITY
--------------------
FIXED VARIABLE
RATE RATE
--------- ---------
(IN THOUSANDS)
<S> <C> <C>
Due after one but within five years..................................... $ 32,579 $ 12,244
Due after five years.................................................... 5,564 23,285
--------- ---------
$ 38,143 $ 35,529
--------- ---------
--------- ---------
</TABLE>
NONPERFORMING LOANS AND ASSETS AND ALLOWANCE FOR LOAN LOSSES
Nonperforming loans, which include nonaccrual loans and restructured loans,
totaled $290,000 and $854,000 at December 31, 1997 and 1996, respectively. The
threshold at which loans are generally transferred to nonaccrual of interest
status is 90 days past due, and at December 31, 1997, there were no accruing
loans which were past due over 90 days which were not well secured and in the
process of collection. Nonperforming loans represent .08% of total loans at year
end 1997 compared to .28% in 1996.
Nonperforming assets include nonperforming loans, other real estate and
repossessed assets. At December 31, 1997 and 1996, nonperforming assets totaled
$290,000 and $1,129,000, respectively. This represents .06% of total assets at
year end 1997 compared to .27% in 1996.
In addition to the nonperforming loans discussed above, there were loans for
which payments were current or less than 90 days past due where borrowers are
experiencing significant financial difficulties. These loans of approximately
$5,275,000 are monitored by management and considered in determining the level
of the allowance for loan losses. Management feels these loans present no
significant loss exposure. The allowance for loan losses is discussed in detail
under the heading "Provision for Loan Losses."
17
<PAGE>
The following table summarizes impaired loans (1997, 1996 and 1995),
nonaccrual, restructured and past due loans. Loans are placed in a nonaccrual
income status when, in the opinion of management, the prospects for recovering
both principal and accrued interest are considered doubtful.
<TABLE>
<CAPTION>
DECEMBER 31
-----------------------------------------------------
1997 1996 1995 1994 1993
--------- --------- --------- --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Nonaccrual loans..................................... $ 290 $ 854 $ 1,212 $ 367 $ 158
Restructured loans................................... -- -- 61 159
--------- --------- --------- --------- ---------
$ 290 $ 854 $ 1,212 $ 428 $ 317
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
</TABLE>
Interest income recorded on nonaccrual loans (cash basis) for 1997 totaled
$2,000. Interest income that would have been recorded if nonaccrual loans were
on a current basis in accordance with their original terms was $25,300.
ALLOWANCE FOR LOAN LOSSES
An allowance for loan losses has been established to provide for loans which
may not be repaid in entirety. Loan losses arise primarily from the loan
portfolio, but may also be generated from other sources such as commitments to
extend credit, guarantees, and standby letters of credit. The allowance for loan
losses is increased by provisions charged to expense and decreased by
charge-offs, net of recoveries. Loans are charged off by management when deemed
uncollectible; however, collection efforts continue and future recoveries may
occur.
The allowance is maintained by management at a level considered adequate to
cover losses that are currently anticipated. Factors considered include past
loss experience, general economic conditions, and information about specific
borrower situations including financial position and collateral values.
Estimating the risk of loss and amount of loss on any loan is subjective and
ultimate losses may vary from current estimates. Estimates are reviewed
periodically and adjustments are reported in income through the provision for
loan losses in the periods in which they become known. The adequacy of the
allowance for loan losses is monitored by the internal loan review staff and
reported to management and the Board of Directors. In addition, various
regulatory agencies, as an integral part of their examination process,
periodically review the adequacy of Bancorp's allowance for loan losses. Such
agencies may require Bancorp to make additional provisions to the allowance
based upon their judgements about information available to them at the time of
their examinations. Management believes that the allowance for loan losses is
adequate to absorb any losses on existing loans that may become uncollectible.
See "Results of Operations--Provision for Loan Losses."
18
<PAGE>
SUMMARY OF LOAN LOSS EXPERIENCE
The following table summarizes average loans outstanding, changes in the
allowance for loan losses arising from loans charged off and recoveries on loans
previously charged off by loan category, and additions to the allowance charged
to expense:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
--------------------------------------------------------------------
1997 1996 1995 1994 1993
------------ ------------ ------------ ------------ ------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Average loans, net of unearned income.... $ 329,162 $ 273,031 $ 229,674 $ 190,409 $ 177,629
------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------
Balance of allowance for loan losses at
beginning of year...................... $ 5,155 $ 4,507 $ 3,649 $ 2,752 $ 2,179
Loans charged off
Commercial and industrial.............. 75 107 435 111 82
Real estate mortgage................... 26 45 13 9 171
Consumer............................... 183 112 82 64 74
------------ ------------ ------------ ------------ ------------
Total loans charged off.............. 284 264 530 184 327
------------ ------------ ------------ ------------ ------------
Recoveries of loans previously charged
off
Commercial and industrial.............. 3 27 95 16 20
Real estate mortgage................... 9 16 13 36 12
Consumer............................... 38 47 20 29 48
------------ ------------ ------------ ------------ ------------
Total recoveries..................... 50 90 128 81 80
------------ ------------ ------------ ------------ ------------
Net loans charged off.................... 234 174 402 103 247
Additions to allowance charged to
expense................................ 1,000 800 1,260 1,000 820
Balance of allowance of acquired bank at
date of acquisition.................... -- 22 -- -- --
------------ ------------ ------------ ------------ ------------
Balance at end of year................... $ 5,921 $ 5,155 $ 4,507 $ 3,649 $ 2,752
------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------
Ratio of net charge-offs during year to
average loans net of unearned income... .07% .06% .18% .05% .14%
------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------
</TABLE>
The following table sets forth the allocation of the allowance for loan
losses for the loan categories shown. Although specific allocations exist, the
entire allowance is available to absorb future losses in any particular loan
category.
<TABLE>
<CAPTION>
DECEMBER 31
-----------------------------------------------------
1997 1996 1995 1994 1993
--------- --------- --------- --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Commercial and industrial.................... $ 2,337 $ 1,913 $ 2,227 $ 1,679 $ 1,028
Construction and development................. 201 241 108 67 64
Real estate mortgage......................... 2,034 1,775 964 866 782
Consumer..................................... 163 253 148 180 237
Unallocated.................................. 1,186 973 1,060 857 641
--------- --------- --------- --------- ---------
$ 5,921 $ 5,155 $ 4,507 $ 3,649 $ 2,752
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
</TABLE>
19
<PAGE>
The ratio of loans in each category to total outstanding loans is as
follows:
<TABLE>
<CAPTION>
DECEMBER 31
---------------------------------------------------------------
1997 1996 1995 1994 1993
----------- ----------- ----------- ----------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Commercial and industrial............... 27.3% 29.3% 32.1% 38.3% 39.3%
Construction and development............ 5.8 7.5 6.1 3.9 4.0
Real estate mortgage.................... 58.8 55.2 54.4 50.7 48.8
Consumer................................ 8.1 8.0 7.4 7.1 7.9
----- ----- ----- ----- -----
100.0% 100.0% 100.0% 100.0% 100.0%
----- ----- ----- ----- -----
----- ----- ----- ----- -----
</TABLE>
Presented below are selected ratios relating to the allowance for loan
losses:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
-------------------------------------
1997 1996 1995
----------- ----------- -----------
<S> <C> <C> <C>
Provision for loan losses to average loans .30% .29% .55%
Net charge-offs to average loans.............................. .07% .06% .18%
Allowance for loan losses to average loans.................... 1.80% 1.89% 1.96%
Allowance for loan losses to year end loans................... 1.60% 1.71% 1.78%
Loan loss coverage............................................ 44.47X 39.34X 17.95X
</TABLE>
DEPOSITS AND BORROWED FUNDS
Bancorp's core deposits consist of non-interest and interest-bearing demand
deposits, savings deposits, certificates of deposit under $100,000, certain
certificates of deposit over $100,000 and IRAs. These deposits, along with other
borrowed funds are used by Bancorp to support its asset base. By borrowing money
from the least costly sources and adjusting rates offered to depositors, Bancorp
is able to influence the amounts of deposits and borrowed funds needed to meet
its funding requirements. The average amount of deposits in the Bank and average
rates paid on such deposits for the years indicated are summarized as follows:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
-------------------------------------------------------------------------
1997 1996 1995
----------------------- ----------------------- -----------------------
AVERAGE AVERAGE AVERAGE AVERAGE AVERAGE AVERAGE
BALANCE RATE BALANCE RATE BALANCE RATE
---------- ----------- ---------- ----------- ---------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Non-interest bearing demand deposits........ $ 63,857 --% $ 51,780 --% $ 44,340 --%
Interest bearing demand deposits............ 50,137 2.53 32,259 2.15 25,471 2.55
Savings deposits............................ 23,352 3.31 20,251 3.47 14,733 3.67
Money market deposits....................... 47,138 3.42 48,059 3.48 48,540 3.78
Time deposits............................... 195,209 5.61 152,191 5.73 118,611 5.70
---------- ----- ---------- ----- ---------- -----
----- ---------- ----- ---------- -----
$ 379,693 $ 304,540 $ 251,695
---------- ---------- ----------
---------- ---------- ----------
</TABLE>
20
<PAGE>
Maturities of time deposits of $100,000 or more outstanding at December 31,
1997, are summarized as follows:
<TABLE>
<CAPTION>
AMOUNT
--------------
(IN THOUSANDS)
<S> <C>
3 months or less.............................................................. $ 10,195
Over 3 through 6 months....................................................... 8,738
Over 6 through 12 months...................................................... 26,340
Over 12 months................................................................ 13,319
-------
$ 58,592
-------
-------
</TABLE>
SHORT-TERM BORROWINGS
Federal funds purchased represent overnight borrowings. Repurchase
agreements have maturities of less than one month.
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
----------------------------------------------------------------------
1997 1996 1995
---------------------- ---------------------- ----------------------
AMOUNT RATE AMOUNT RATE AMOUNT RATE
--------- ----------- --------- ----------- --------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Securities sold under agreements to repurchase
Year end balance................................ $ 11,684 5.15% $ 12,228 4.88% $ 12,349 5.14%
Average during year............................. 12,481 4.95 12,437 4.98 13,128 5.39
Maximum month end balance during year........... 12,265 13,289 15,024
</TABLE>
LIQUIDITY
The role of liquidity is to ensure funds are available to meet depositors'
withdrawal and borrowers' credit demands while at the same time maximizing
profitability. This is accomplished by balancing changes in demand for funds
with changes in the supply of those funds. Liquidity to meet the demand is
provided by maturing assets, short-term liquid assets that can be converted to
cash and the ability to attract funds from external sources, principally
depositors. Due to the nature of services offered by the Banks, management
prefers to focus on transaction accounts and full service relationships with
customers. Management believes it has the ability to increase deposits at any
time by offering rates slightly higher than the market rate. The Indiana Bank
has begun to build market share in southern Indiana with the opening of the
Clarksville branch in 1997.
The Banks have a number of sources of funds to meet liquidity needs on a
daily basis. An increase in loans affects liquidity as the repayment of
principal and interest are a daily source of funds. The deposit base, consisting
of consumer and commercial deposits and large dollar denomination ($100,000 and
over) certificates of deposit, is another source of funds. The majority of these
deposits are from long-term customers and are a stable source of funds. The
Banks have no brokered deposits, and have an insignificant amount of deposits on
which the rate paid exceeded the market rate by more than 50 basis points when
the account was established. In addition, federal funds purchased continue to
provide an available source of liquidity, although this source is seldom needed.
Other sources of funds available to meet daily needs include the sales of
securities under agreements to repurchase and funds made available under a
treasury tax and loan note agreement with the federal government. Also, the
Kentucky Bank is a member of the Federal Home Loan Bank of Cincinnati (FHLB). As
a member of the FHLB, the Bank has access to credit products of the FHLB. To
date, the
21
<PAGE>
Bank has not needed to access this source of funds. Additionally, the Kentucky
Bank has an available line of credit and federal funds purchased lines with
correspondent banks.
Bancorp's liquidity depends primarily on the dividends paid to it as the
sole shareholder of the Banks. As discussed in note 15 to Bancorp's consolidated
financial statements, the Banks may pay up to $8,432,000 in dividends to Bancorp
without regulatory approval.
CAPITAL
At December 31, 1997, stockholders' equity totaled $36,917,000, an increase
of $5,323,000 or 16.8% over 1996. This increase was due to the strong earnings
of 1997 coupled with a philosophy to retain approximately 70% to 80% of earnings
in equity. Cash dividends declared were $.48 per share in 1997 and $.40 per
share in 1996.
In August, 1996, the Board of Directors declared a 2-for-1 stock split to be
effected in the form of a 100% stock dividend. The new shares were distributed
in September 1996. In September 1994 and 1993, the Board of Directors declared
10% stock dividends which were distributed in November, 1994 and 1993,
respectively. These capital changes were made to enhance shareholder value by
increasing the shares of Bancorp's stock outstanding and to adjust the market
price of the stock. Per share information has been restated to reflect the stock
split and stock dividends.
Bank holding companies and their subsidiary banks are required by regulators
to meet risk based capital standards. These standards, or ratios, measure the
relationship of capital to a combination of balance sheet and off balance sheet
risks. The value of both balance sheet and off balance sheet items are adjusted
to reflect credit risks.
At December 31, 1997, Bancorp's tier 1 and total risk based capital ratios
were 9.7% and 11.0%, respectively. These ratios exceed the 4.0% tier 1 and 8.0%
total risk based capital minimums. A minimum leverage ratio, adopted by the
Federal Reserve Board to assist in the assessment of capital adequacy,
supplements the risk based capital requirements. The minimum leverage ratio is
3.0%; however, most bank holding companies are required to maintain a minimum in
excess of that amount. Bancorp's leverage ratio at December 31, 1997 was 7.6%.
Note 19 to the consolidated financial statements provides more details of
regulatory capital requirements as well as capital ratios of the Banks. Bancorp
and the Banks exceed regulatory capital ratios required to be well capitalized.
However, these ratios for Bancorp and the Kentucky Bank have decreased over the
last several years as assets have grown more quickly than equity. Management
considers the effects of growth on capital ratios as it contemplates plans for
expansion.
The following table presents various key financial ratios:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
-------------------------------------
1997 1996 1995
----------- ----------- -----------
<S> <C> <C> <C>
Return on average assets...................................... 1.50% 1.47% 1.37%
Return on average stockholders' equity........................ 19.12 17.45 15.62
Dividend pay out ratio, based on basic EPS.................... 24.12 25.32 28.80
Average stockholders' equity to average assets................ 7.82 8.41 8.77
</TABLE>
ACCOUNTING PRONOUNCEMENTS EFFECTIVE IN 1998
In June 1997, the Financial Accounting Standards Board issued Statement No.
130, "Reporting Comprehensive Income." This statement establishes standards for
reporting and display of comprehensive income and its components in a full set
of general-purpose financial statements. Also, in June 1997, the Financial
Accounting Standards Board issued Statement No. 131, "Disclosures about Segments
of an Enterprise and Related Information." This statement requires reporting of
certain information about operating segments. Both statements are effective in
1998.
22
<PAGE>
YEAR 2000
Bancorp has undertaken a company wide evaluation of the effects Year 2000
will have on its information system and other important aspects of its business.
Bancorp's program has five phases: awareness, assessment, renovation, validation
and implementation. The Year 2000 project has advanced to the last three phases
and should have Bancorp substantially Year 2000 compliant by mid 1999. The Year
2000 project coordinator and committee reports to the Board of Directors with
regard to the project plan and status. Costs to prepare for the Year 2000
include new hardware and software, internal staff costs and some consulting.
Because Bancorp has made recent large investments in upgrades of hardware and
software, management does not anticipate significant incremental information
systems costs related to the Year 2000. Bancorp recorded expense related to the
Year 2000 of $60,000 in 1997 and management anticipates incurring a similar
total for 1998. Management is addressing the matter of loan collectibility as it
relates to customers' accounting, manufacturing and other systems. Customers'
non compliance with Year 2000 issues could adversely affect their ability to
service their debt. Creditworthiness of customers will now include an evaluation
of their compliance with Year 2000 issues.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Information required by this item is included in item 7, "Managements
Discussion and Analysis of Financial Condition and Results of Operation" on
pages 9 and 10 of Form10-K.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following consolidated financial statements of Bancorp and report of
independent auditors are included below.
Consolidated Balance Sheets--December 31, 1997 and 1996
Consolidated Statements of Income--years ended December 31, 1997, 1996, and
1995
Consolidated Statements of Changes in Stockholders' Equity--years ended
December 31, 1997, 1996, and 1995
Consolidated Statements of Cash Flows--years ended December 31, 1997, 1996,
and 1995 Notes to Consolidated Financial Statements
Report of Independent Auditors
Management's Report on Consolidated Financial Statements
23
<PAGE>
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31
--------------------------
1997 1996
------------ ------------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
ASSETS
Cash and due from banks................................... $ 18,153 $ 15,348
Federal funds sold........................................ 6,000 4,500
Mortgage loans held for sale.............................. 5,183 4,362
Securities available for sale (amortized cost $31,019 in
1997 and $19,111 in 1996)............................... 31,462 19,441
Securities held to maturity (approximate market value
$28,962 in 1997 and $56,055 in 1996).................... 28,652 56,079
Loans..................................................... 370,293 301,548
Allowance for loan losses................................. 5,921 5,155
------------ ------------
Net loans................................................. 364,372 296,393
Premises and equipment.................................... 13,903 10,079
Accrued interest receivable............................... 2,970 2,299
Other assets.............................................. 7,902 6,864
------------ ------------
TOTAL ASSETS.............................................. $ 478,597 $ 415,365
------------ ------------
------------ ------------
LIABILITIES
Deposits
Non-interest bearing.................................... $ 72,103 $ 63,627
Interest bearing........................................ 345,468 291,624
------------ ------------
Total deposits............................................ 417,571 355,251
Securities sold under agreements to repurchase and federal
funds purchased......................................... 13,684 19,728
Other short-term borrowings............................... 4,483 2,668
Accrued interest payable and other liabilities............ 3,827 3,427
Long-term debt............................................ 2,115 2,697
------------ ------------
TOTAL LIABILITIES......................................... 441,680 383,771
------------ ------------
STOCKHOLDERS' EQUITY
Common stock, no par value; 5,000,000 shares authorized;
issued and outstanding 3,281,971 in 1997 and 3,271,480
in 1996................................................. 5,486 5,451
Surplus................................................... 13,644 13,390
Retained earnings......................................... 17,495 12,535
Net unrealized gains on securities available for sale..... 292 218
------------ ------------
TOTAL STOCKHOLDERS' EQUITY................................ 36,917 31,594
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY................ $ 478,597 $ 415,365
------------ ------------
------------ ------------
</TABLE>
See accompanying notes to consolidated financial statements.
24
<PAGE>
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
-------------------------------
1997 1996 1995
--------- --------- ---------
(IN THOUSANDS, EXCEPT
PER SHARE DATA)
<S> <C> <C> <C>
INTEREST INCOME
Loans............................................................................ $ 30,523 $ 25,293 $ 21,988
Federal funds sold............................................................... 622 442 477
Mortgage loans held for sale..................................................... 309 453 248
U.S. Treasury and federal agencies............................................... 3,492 2,562 2,250
Obligations of states and political subdivisions................................. 393 388 291
--------- --------- ---------
TOTAL INTEREST INCOME............................................................ 35,339 29,138 25,254
--------- --------- ---------
INTEREST EXPENSE
Deposits......................................................................... 14,607 11,781 9,778
Securities sold under agreements to repurchase and federal funds purchased....... 729 651 707
Other short-term borrowings...................................................... 113 82 115
Long-term debt................................................................... 167 86 45
--------- --------- ---------
TOTAL INTEREST EXPENSE........................................................... 15,616 12,600 10,645
--------- --------- ---------
NET INTEREST INCOME.............................................................. 19,723 16,538 14,609
Provision for loan losses........................................................ 1,000 800 1,260
--------- --------- ---------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES.............................. 18,723 15,738 13,349
--------- --------- ---------
NON-INTEREST INCOME
Investment management and trust services......................................... 3,332 2,400 2,086
Service charges on deposit accounts.............................................. 1,936 1,551 1,241
Gains on sales of securities available for sale.................................. 80 35 --
Gains on sales of mortgage loans held for sale................................... 1,077 1,016 736
Other............................................................................ 1,000 597 460
--------- --------- ---------
TOTAL NON-INTEREST INCOME........................................................ 7,425 5,599 4,523
--------- --------- ---------
NON-INTEREST EXPENSES
Salaries and employee benefits................................................... 9,846 7,882 6,694
Net occupancy expense............................................................ 1,121 963 904
Furniture and fixtures expense................................................... 1,633 1,438 1,175
Other............................................................................ 4,141 3,433 3,143
--------- --------- ---------
TOTAL NON-INTEREST EXPENSES...................................................... 16,741 13,716 11,916
--------- --------- ---------
INCOME BEFORE INCOME TAXES....................................................... 9,407 7,621 5,956
Income tax expense............................................................... 2,873 2,442 1,900
--------- --------- ---------
NET INCOME....................................................................... $ 6,534 $ 5,179 $ 4,056
--------- --------- ---------
--------- --------- ---------
NET INCOME PER SHARE, BASIC...................................................... $ 1.99 $ 1.58 $ 1.25
--------- --------- ---------
--------- --------- ---------
NET INCOME PER SHARE, DILUTED.................................................... $ 1.92 $ 1.54 $ 1.22
--------- --------- ---------
--------- --------- ---------
</TABLE>
See accompanying notes to consolidated financial statements.
25
<PAGE>
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
THREE YEARS ENDED DECEMBER 31, 1997
-----------------------------------------------------------------------------
COMMON STOCK
--------------------- NET UNREALIZED GAINS
NUMBER OF RETAINED ON SECURITIES
SHARES AMOUNT SURPLUS EARNINGS AVAILABLE FOR SALE TOTAL
---------- --------- --------- --------- --------------------- ---------
(IN THOUSANDS, EXCEPT SHARE DATA)
<S> <C> <C> <C> <C> <C> <C>
Balance December 31, 1994............. 1,620,311 $ 5,400 $ 13,137 $ 5,777 $ 21 $ 24,335
Net income............................ -- -- -- 4,056 -- 4,056
Stock options exercised............... 7,023 23 108 -- -- 131
Cash dividends, $.36 per share........ -- -- -- (1,169) -- (1,169)
Change in net unrealized gains on
securities available for sale....... -- -- -- -- 261 261
---------- --------- --------- --------- ----- ---------
Balance December 31, 1995............. 1,627,334 5,423 13,245 8,664 282 27,614
Net income............................ -- -- -- 5,179 -- 5,179
Stock options exercised............... 8,431 28 145 -- -- 173
Cash dividends, $.40 per share........ -- -- -- (1,308) -- (1,308)
Shares issued for 2-for-1 stock
split............................... 1,635,715 -- -- -- -- --
Change in net unrealized gains on
securities available for sale....... -- -- -- -- (64) (64)
---------- --------- --------- --------- ----- ---------
Balance December 31, 1996............. 3,271,480 5,451 13,390 12,535 218 31,594
Net income............................ -- -- -- 6,534 -- 6,534
Stock options exercised............... 5,552 18 87 -- -- 105
Shares issued for dividend
reinvestment and employee stock
purchase plans...................... 4,939 17 167 -- -- 184
Cash dividends, $.48 per share........ -- -- -- (1,574) -- (1,574)
Change in net unrealized gains on
securities available for sale....... -- -- -- -- 74 74
---------- --------- --------- --------- ----- ---------
Balance December 31, 1997............. 3,281,971 $ 5,486 $ 13,644 $ 17,495 $ 292 $ 36,917
---------- --------- --------- --------- ----- ---------
---------- --------- --------- --------- ----- ---------
</TABLE>
See accompanying notes to consolidated financial statements.
26
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
----------------------------------
1997 1996 1995
---------- ---------- ----------
(IN THOUSANDS)
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income.................................................................... $ 6,534 $ 5,179 $ 4,056
Adjustments to reconcile net income to net cash provided by operating
activities
Provision for loan losses................................................... 1,000 800 1,260
Depreciation, amortization and accretion, net............................... 1,360 1,097 819
Provision for deferred income taxes......................................... (286) (131) (247)
Gains on sales of securities available for sale............................. (80) (35) --
Gains on sales of mortgage loans held for sale.............................. (1,077) (1,016) (736)
Origination of mortgage loans held for sale................................. (58,009) (56,770) (43,922)
Proceeds from sales of mortgage loans held for sale......................... 58,265 57,334 42,783
(Increase) decrease in accrued interest receivable.......................... (671) (107) (370)
(Increase) decrease in other assets......................................... (1,032) (1,243) (694)
Increase (decrease) in accrued interest payable............................. (151) 23 415
Increase (decrease) in other liabilities.................................... 517 924 149
---------- ---------- ----------
NET CASH PROVIDED BY OPERATING ACTIVITIES..................................... 6,370 6,055 3,513
---------- ---------- ----------
INVESTING ACTIVITIES
Net (increase) decrease in federal funds sold................................. (1,500) (2,000) 8,000
Purchases of securities available for sale.................................... (23,237) (10,031) --
Purchases of securities held to maturity...................................... (11,380) (44,878) (36,967)
Proceeds from sales of securities available for sale.......................... 4,026 7,018 --
Proceeds from maturities of securities available for sale..................... 6,604 3,032 4,034
Proceeds from maturities of securities held to maturity....................... 39,567 15,328 30,483
Net increase in loans......................................................... (68,979) (48,620) (46,065)
Purchases of premises and equipment........................................... (5,096) (4,154) (2,712)
Proceeds from sales of other real estate...................................... 172 221 --
Cash paid in acquisition, net of cash received................................ -- (414) --
---------- ---------- ----------
NET CASH USED IN INVESTING ACTIVITIES......................................... (59,823) (84,498) (43,227)
---------- ---------- ----------
FINANCING ACTIVITIES
Net increase in deposits...................................................... 62,320 67,385 50,817
Net increase (decrease) in securities sold under agreements to repurchase and
federal funds purchased...................................................... (6,044) 7,379 (2,134)
Net increase (decrease) in short-term borrowings.............................. 1,815 1,923 (2,086)
Proceeds from long-term debt.................................................. 1,800 2,200 --
Repayments of long-term debt.................................................. (2,382) (110) --
Issuance of common stock...................................................... 257 91 99
Cash dividends paid........................................................... (1,508) (1,306) (1,103)
---------- ---------- ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES..................................... 56,258 77,562 45,593
---------- ---------- ----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS.......................... 2,805 (881) 5,879
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR................................ 15,348 16,229 10,350
---------- ---------- ----------
CASH AND CASH EQUIVALENTS AT END OF YEAR...................................... $ 18,153 $ 15,348 $ 16,229
---------- ---------- ----------
---------- ---------- ----------
</TABLE>
Income tax payments were $3,256,000 in 1997, $2,482,000 in 1996 and $2,266,000
in 1995. Cash paid for interest was $15,767,000 in 1997, $12,577,000 in 1996,
and $10,230,000 in 1995. See accompanying notes to consolidated financial
statements.
27
<PAGE>
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION, NATURE OF OPERATIONS AND USE OF ESTIMATES IN THE
FINANCIAL STATEMENTS
The consolidated financial statements include the accounts of S.Y. Bancorp,
Inc. (Bancorp) and its wholly-owned subsidiaries, Stock Yards Bank & Trust
Company, a Kentucky Bank and Stock Yards Bank & Trust Company, an Indiana Bank
(the Banks). Significant intercompany transactions and accounts have been
eliminated in consolidation. The Banks engage in commercial and retail banking
services, trust and investment management services, and mortgage banking
services. The Kentucky Bank's offices are located throughout Louisville and
Jefferson County, Kentucky. The Indiana Bank has two offices in southern
Indiana. Bancorp's market area is Louisville and surrounding communities
including southern Indiana.
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 certain assets and liabilities
and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of related revenues and expenses during the
reporting period. Actual results could differ from those estimates.
STATEMENT OF CASH FLOWS
For purposes of reporting cash flows, Bancorp considers cash and due from
banks to be cash equivalents.
SECURITIES
Securities which are intended to be held until maturity are carried at
amortized cost. Securities available for sale include securities which may be
sold in response to changes in interest rates, resultant prepayment risk and
other factors related to interest rate and prepayment risk changes. Securities
available for sale are carried at fair value with unrealized gains or losses,
net of tax effect, included in stockholders' equity. Amortization of premiums
and accretion of discounts are recorded using the interest method. Gains or
losses on sales of securities are computed on a specific identification cost
basis.
MORTGAGE LOANS HELD FOR SALE
Mortgage loans held for sale are carried at the lower of aggregate cost or
market value. Gains on sales of mortgage loans are recorded at the time of
funding by an investor at the difference between the sales proceeds and the
loan's carrying value.
LOANS
Loans are stated at the unpaid principal balance net of deferred loan fees.
Interest income on loans is recorded on the accrual basis except for those loans
in a nonaccrual income status. Loans are placed in a nonaccrual income status
when the prospects for recovering both principal and accrued interest are
considered doubtful or when a default of principal or interest has existed for
90 days or more unless such a loan is well secured and in the process of
collection. Interest received on nonaccrual loans is generally applied to
principal. Nonaccrual loans are returned to accrual status once principal
recovery is reasonably assured.
Loans are classified as impaired when it is probable the Bank(s) will be
unable to collect interest and principal according to the terms of the loan
agreement. These loans are measured based on the present value of future cash
flows discounted at the loan's effective interest rate or at the fair value of
the loan's collateral, if applicable. Generally, impaired loans are also in
nonaccrual of interest status.
ALLOWANCE FOR LOAN LOSSES
The allowance for loan losses is maintained at a level that adequately
provides for potential losses. Management determines the adequacy of the
allowance based on reviews of individual credits, recent loss experience,
current economic conditions, the risk characteristics of the various categories
of loans and such
28
<PAGE>
other factors that, in management's judgement, deserve current recognition in
estimating loan losses. The allowance for loan losses is increased by the
provision for loan losses and reduced by net loan charge-offs.
PREMISES AND EQUIPMENT
Premises and equipment are carried at cost, less accumulated depreciation
and amortization. Depreciation of premises and equipment is computed using both
accelerated and straight-line methods over the estimated useful lives of the
assets. Leasehold improvements are amortized on the straight-line method over
the terms of the related leases or over the useful lives of the improvements,
whichever is shorter.
OTHER ASSETS
Goodwill is included in other assets and is being amortized over 15 years.
Accumulated amortization at December 31, 1997 and 1996 was $81,000 and $12,000,
respectively. Bancorp assesses the recoverability of this intangible asset by
determining whether the goodwill balance can be recovered over its remaining
life. Undiscounted future operating cash flows of the acquired business are
considered. The amount of goodwill impairment, if any, is measured based on
projected discounted future operating cash flows using a discount rate
reflecting Bancorp's average cost of funds. Also included in other assets, when
applicable, is real estate acquired in settlement of loans. Other real estate is
carried at the lower of cost or fair value minus estimated selling costs. Any
write-downs to fair value at the date of acquisition are charged to the
allowance for loan losses. Expenses incurred in maintaining assets, write-downs
to reflect subsequent declines in value and realized gains or losses are
reflected in operations for the period.
INCOME TAXES
Bancorp accounts for income taxes using the asset and liability method. The
objective of the asset and liability method is to establish deferred tax assets
and liabilities for temporary differences between the financial reporting and
the tax bases of Bancorp's assets and liabilities at enacted tax rates expected
to be in effect when such amounts are realized or settled. The effect on
deferred tax assets and liabilities of a change in tax rates is recognized as
income in the period that includes the enactment date.
NET INCOME PER SHARE
Effective December 31, 1997, Bancorp adopted SFAS No. 128, "Earnings Per
Share", which requires the computation and disclosure of basic and diluted net
income per share. Prior years' net income per share amounts have been restated
to reflect the adoption of this statement. Basic net income per common share is
determined by dividing net income by the weighted average number of shares of
common stock outstanding. Diluted net income per share is determined by dividing
net income by the weighted average number of shares of common stock outstanding
plus the weighted average number of shares that would be issued upon exercise of
dilutive options assuming proceeds are used to repurchase shares pursuant to the
treasury stock method.
RECENTLY ISSUED FINANCIAL ACCOUNTING STANDARDS
In June 1997, the Financial Accounting Standards Board issued Statement No.
130, "Reporting Comprehensive Income." This statement establishes standards for
reporting and display of comprehensive income and its components in a full set
of general purpose financial statements. Also in June 1997, the Financial
Accounting Standards Board issued Statement No. 131, "Disclosures about Segments
of an Enterprise and Related Information." This statement requires reporting of
certain information about operating segments. Both statements are effective in
1998.
(2) ACQUISITION
On October 1, 1996, Bancorp completed the acquisition of the Indiana Bank.
The total purchase price was $2,803,000, including acquisition costs of $128,000
which exceeded the fair value of the net assets acquired by $1,041,000. The
acquisition was accounted for as a purchase; accordingly, the results of the
29
<PAGE>
operations of the Indiana Bank prior to the acquisition have not been included
in the accompanying consolidated financial statements.
(3) RESTRICTIONS ON CASH AND DUE FROM BANKS
The Banks are required to maintain an average reserve balance in cash or
with the Federal Reserve Bank relating to customer deposits. At December 31,
1997, the amount of those required reserve balances was approximately
$7,401,000.
(4) SECURITIES
The amortized cost and approximate market value of securities available for
sale as of December 31, 1997 and 1996 follow:
<TABLE>
<CAPTION>
AMORTIZED UNREALIZED APPROXIMATE
COST GAINS LOSSES MARKET VALUE
----------- ----------- ----------- ------------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
DECEMBER 31, 1997
U.S. Treasury and federal agencies.................... $ 30,804 $ 443 $ 3 $ 31,244
Obligations of states and political subdivisions...... 215 3 -- 218
----------- ----- ----- ------------
$ 31,019 $ 446 $ 3 $ 31,462
----------- ----- ----- ------------
----------- ----- ----- ------------
DECEMBER 31, 1996
U.S. Treasury and federal agencies.................... $ 18,946 $ 338 $ 8 $ 19,276
Obligations of states and political subdivisions...... 165 -- -- 165
----------- ----- ----- ------------
$ 19,111 $ 338 $ 8 $ 19,441
----------- ----- ----- ------------
----------- ----- ----- ------------
</TABLE>
The amortized cost and approximate market value of securities held to
maturity as of December 31, 1997 and 1996 follow:
<TABLE>
<CAPTION>
AMORTIZED UNREALIZED APPROXIMATE
COST GAINS LOSSES MARKET VALUE
----------- ----------- ----------- ------------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
DECEMBER 31, 1997
U.S. Treasury and federal agencies.................... $ 3,864 $ 33 $ -- $ 3,897
Mortgage-backed securities............................ 16,826 176 47 16,955
Obligations of states and political subdivisions...... 7,962 148 -- 8,110
----------- ----- ----- ------------
$ 28,652 $ 357 $ 47 $ 28,962
----------- ----- ----- ------------
----------- ----- ----- ------------
DECEMBER 31, 1996
U.S. Treasury and federal agencies.................... $ 30,100 $ 44 $ 14 $ 30,130
Mortgage-backed securities............................ 18,361 102 227 18,236
Obligations of states and political subdivisions...... 7,618 95 24 7,689
----------- ----- ----- ------------
$ 56,079 $ 241 $ 265 $ 56,055
----------- ----- ----- ------------
----------- ----- ----- ------------
</TABLE>
In December 1995, Bancorp reassessed the appropriateness of the
classification of securities as permitted under certain transition guidelines
for SFAS No. 115. Accordingly, Bancorp transferred securities with a book value
of $15,117,000 and an unrealized net gain of $370,000 from the held to maturity
to the available for sale category. This transfer increased the equity portion
of unrealized gain on securities available for sale by $244,000.
30
<PAGE>
A summary of debt securities as of December 31, 1997 based on maturity is
presented below. Actual maturities may differ from contractual maturities
because issuers may have the right to call or prepay obligations. Therefore, in
the case of mortgage-backed securities, the expected remaining life is reflected
rather than contractual maturities.
<TABLE>
<CAPTION>
SECURITIES AVAILABLE FOR SECURITIES HELD TO
SALE MATURITY
------------------------- -------------------------
AMORTIZED APPROXIMATE AMORTIZED APPROXIMATE
COST MARKET VALUE COST MARKET VALUE
----------- ------------ ----------- ------------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Due within one year.......................................... $ 4,357 $ 4,364 $ 3,557 $ 3,565
Due after one year through five years........................ 18,158 18,422 18,255 18,561
Due after five years through ten years....................... 8,504 8,676 5,233 5,242
Due after ten years.......................................... -- -- 1,607 1,594
----------- ------------ ----------- ------------
----------- ------------ ----------- ------------
</TABLE>
Securities with a carrying value of approximately $30,943,000 at December
31, 1997 and $27,117,000 at December 31, 1996 were pledged to secure public
deposits and certain borrowings.
(5) LOANS
The composition of loans as of December 31, 1997 and 1996 follows:
<TABLE>
<CAPTION>
1997 1996
---------- ----------
(IN THOUSANDS)
<S> <C> <C>
Commercial and industrial............................................... $ 101,030 $ 88,352
Construction and development............................................ 21,481 22,518
Real estate mortgage.................................................... 217,830 166,574
Consumer................................................................ 29,952 24,104
---------- ----------
$ 370,293 $ 301,548
---------- ----------
---------- ----------
</TABLE>
The Banks' credit exposure is diversified with secured and unsecured loans
to individuals, small businesses and corporations. No specific industry
concentration exceeds 10% of loans. While the Banks have diversified loan
portfolios, a customer's ability to honor contracts is reliant upon the economic
stability and geographic region and/or industry in which that customer does
business. Loans outstanding and related unfunded commitments are primarily
concentrated within the Banks' market area which encompasses Louisville,
Kentucky and surrounding communities including southern Indiana.
Information about impaired loans follows:
<TABLE>
<CAPTION>
DECEMBER 31
----------------------------
1997 1996
--------- -----------------
(IN THOUSANDS)
<S> <C> <C>
Principal balance of impaired loans.............................. $ 290 $ 854
Impaired loans with a valuation allowance........................ -- 4
Amount of valuation allowance.................................... -- 4
Impaired loans with no valuation allowance....................... 290 850
Average balance of impaired loans for year....................... 632 1,025
--------- ------
--------- ------
</TABLE>
Interest income on impaired loans (cash basis) was $2,000, $400 and $71,000,
in 1997, 1996 and 1995, respectively.
Loans to directors and their associates, including loans to companies for
which directors are principal owners, and executive officers amounted to
approximately $2,602,000 and $1,824,000 at December 31, 1997 and 1996,
respectively. These loans were made on substantially the same terms, and
interest rates and
31
<PAGE>
collateral, as those prevailing at the same time for other customers. During
1997 new loans of $4,412,000 were made to officers and directors and affiliated
companies, repayments amounted to $3,634,000.
An analysis of the changes in the allowance for loan losses for the years
ended December 31, 1997, 1996 and 1995 follows:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
-------------------------------
1997 1996 1995
--------- --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C>
BALANCE AT JANUARY 1............................................. 5,155 4,507 3,649
Provision for loan losses........................................ 1,000 800 1,260
Allowance of acquired bank at acquisition date................... -- 22 --
--------- --------- ---------
6,155 5,329 4,909
--------- --------- ---------
Loans charged off................................................ 284 264 530
Recoveries....................................................... 50 90 128
--------- --------- ---------
Net loan charge-offs............................................. 234 174 402
--------- --------- ---------
BALANCE AT DECEMBER 31........................................... 5,921 5,155 4,507
--------- --------- ---------
--------- --------- ---------
</TABLE>
(6) PREMISES AND EQUIPMENT
A summary of premises and equipment follows:
<TABLE>
<CAPTION>
DECEMBER 31
--------------------
1997 1996
--------- ---------
(IN THOUSANDS)
<S> <C> <C>
Land.................................................................... $ 1,433 $ 1,433
Buildings and improvements.............................................. 11,112 6,214
Furniture and equipment................................................. 7,586 5,849
Construction in progress................................................ 167 2,100
--------- ---------
20,298 15,596
Accumulated depreciation and amortization............................... 6,395 5,517
--------- ---------
$ 13,903 $ 10,079
--------- ---------
--------- ---------
</TABLE>
(7) INCOME TAXES
Income taxes consist of the following:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
-------------------------------
1997 1996 1995
--------- --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C>
APPLICABLE TO OPERATIONS:
Current........................................................ $ 3,159 $ 2,573 $ 2,147
Deferred....................................................... (286) (131) (247)
--------- --------- ---------
Total applicable to operations................................... 2,873 2,442 1,900
CHARGED (CREDITED) TO STOCKHOLDERS' EQUITY:
Unrealized gain (loss) on securities available for sale.......... 39 (33) 134
Stock options exercised.......................................... (32) (82) (32)
--------- --------- ---------
$ 2,880 $ 2,327 $ 2,002
--------- --------- ---------
--------- --------- ---------
</TABLE>
32
<PAGE>
An analysis of the difference between the statutory and effective tax rates
follows:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
-------------------------------
1997 1996 1995
--------- --------- ---------
<S> <C> <C> <C>
U.S. Federal income tax rate............................................ 34.0% 34.0% 34.0%
Tax exempt interest income.............................................. (1.3) (1.7) (1.9)
Other, net.............................................................. (2.2) (.3) (.2)
--- --- ---
30.5% 32.0% 31.9%
--- --- ---
--- --- ---
</TABLE>
The effects of temporary differences that gave rise to significant portions
of the deferred tax assets and deferred tax liabilities were as follows:
<TABLE>
<CAPTION>
DECEMBER 31
--------------------
1997 1996
--------- ---------
(IN THOUSANDS)
<S> <C> <C>
DEFERRED TAX ASSETS
Allowance for loan losses.................................................. $ 1,789 $ 1,526
Deferred compensation...................................................... 408 351
Other...................................................................... 42 42
--------- ---------
TOTAL DEFERRED TAX ASSETS.................................................. 2,239 1,919
--------- ---------
DEFERRED TAX LIABILITIES
Property and equipment..................................................... 337 347
Securities................................................................. 340 257
--------- ---------
TOTAL DEFERRED TAX LIABILITIES............................................. 677 604
--------- ---------
NET DEFERRED TAX ASSETS.................................................... $ 1,562 $ 1,315
--------- ---------
--------- ---------
</TABLE>
No valuation allowance for deferred tax assets was recorded as of December
31, 1997 and 1996 because Bancorp and the Banks have had sufficient taxable
income to allow for utilization of the future deductible amounts within the
carry-back period.
(8) DEPOSITS
Included in deposits are certificates of deposit and other time deposits in
denominations of $100,000 or more in the amounts of $58,592,000 and $44,545,000
at December 31, 1997 and 1996, respectively. Interest expense related to
certificates of deposit and other time deposits in denominations of $100,000 or
more was $2,702,000, $2,703,000 and $1,545,000, respectively, for the years
ended December 31, 1997, 1996 and 1995.
At December 31, 1997, the scheduled maturities of certificates of deposit
are as follows:
<TABLE>
<CAPTION>
(IN THOUSANDS)
<S> <C>
1998.......................................................................... $ 142,184
1999.......................................................................... 41,352
2000.......................................................................... 3,200
2001.......................................................................... 2,710
2002 and thereafter........................................................... 2,243
--------------
$ 191,689
--------------
--------------
</TABLE>
33
<PAGE>
(9) SECURITIES BORROWED UNDER AGREEMENTS TO REPURCHASE
Securities sold under agreements to repurchase generally mature within one
to four days from the transaction date. Information concerning securities sold
under agreements to repurchase is summarized as follows:
<TABLE>
<CAPTION>
1997 1996
--------- ---------
(DOLLARS IN
THOUSANDS)
<S> <C> <C>
Average balance during the year......................................... $ 12,481 $ 12,437
Average interest rate during the year................................... 4.95% 4.98%
Maximum month-end balance during the year............................... $ 12,265 $ 13,289
--------- ---------
--------- ---------
</TABLE>
(10) LONG-TERM DEBT
In connection with its 1996 acquisition of the Indiana Bank, Bancorp
borrowed $2,200,000 of which $2,090,000 was outstanding at December 31, 1996.
This note was paid in full during 1997. During 1997 Bancorp established a
$6,000,000 line of credit with a correspondent bank. The balance on this loan at
December 31, 1997 was $1,800,000. The interest rate on the line was 7.5875% at
December 31, 1997 and is indexed to LIBOR with payments due quarterly. The terms
of the note include a number of financial and general covenants, including
capital and return on asset requirements as well as restrictions on additional
long term debt, future mergers and significant dispositions without the consent
of the lender. The note is renewable on an annual basis.
The Kentucky Bank also has subordinated debentures outstanding amounting to
$315,000 and $607,000 at December 31, 1997 and 1996, respectively. These are due
in October 2049. Interest on these debentures is at a variable rate equal to one
percent less than the Bank's prime rate adjusted annually on January 1. The
Bank's prime rate was 8.25% at December 31, 1997. The debentures are
subordinated to the claims of creditors and depositors of the Bank and are
subject to redemption by the Bank at the principal amount outstanding, upon the
earlier of the death of the registered owners, or an event of default by the
registered owners with respect to loans from the Bank.
(11) NET INCOME PER SHARE AND COMMON STOCK DIVIDENDS
The following table reflects the numerators (net income) and denominators
(average shares outstanding) for the basic and diluted net income per share
computations:
<TABLE>
<CAPTION>
1997 1996 1995
--------- --------- ---------
(IN THOUSANDS, EXCEPT PER SHARE
DATA)
<S> <C> <C> <C>
Net income, basic and diluted.................................... $ 6,534 $ 5,179 $ 4,056
--------- --------- ---------
--------- --------- ---------
Average shares outstanding....................................... 3,276 3,267 3,247
Effect of dilutive securities.................................... 120 98 76
--------- --------- ---------
Average shares outstanding including dilutive securities......... 3,396 3,365 3,323
--------- --------- ---------
--------- --------- ---------
Net income per share, basic...................................... $ 1.99 $ 1.58 $ 1.25
--------- --------- ---------
--------- --------- ---------
Net income per share, diluted.................................... $ 1.92 $ 1.54 $ 1.22
--------- --------- ---------
--------- --------- ---------
</TABLE>
In August 1996, the Board of Directors declared a 2-for-1 stock split to be
effected in the form of a 100% stock dividend. The split resulted in the
issuance of 1,635,715 shares of common stock at September 1996. All per share
information herein reflects the adjusted number of common shares outstanding.
34
<PAGE>
(12) ADVANCES FROM THE FEDERAL HOME LOAN BANK
The Kentucky Bank has an agreement with the Federal Home Loan Bank of
Cincinnati (FHLB) which enables this Bank to borrow under terms to be
established at the time of the advance. Advances from the FHLB would be
collateralized by certain first mortgage loans under a blanket mortgage
collateral agreement and FHLB stock. The Bank has not taken any advances under
this agreement.
(13) EMPLOYEE BENEFIT PLANS
The Banks have an employee stock ownership plan, a money purchase plan and a
deferred income (401(k)) profit sharing plan. The plans are defined contribution
plans and are available to all employees meeting certain eligibility
requirements. Expenses of the plans for 1997, 1996 and 1995 were $702,000,
$553,000 and $457,000, respectively. Contributions are made in accordance with
the terms of the plans.
The Kentucky Bank also sponsors an unfunded, non-qualified, defined benefit
retirement plan for certain key officers. At December 31, 1997 and 1996 the
accumulated benefit obligation for this plan was $1,369,000 and $1,334,000,
respectively. Expenses of the plan were $130,000 in 1997, $160,000 in 1996,
$71,000 in 1995.
Obligations for other post-retirement and post-employment benefits are not
significant.
(14) STOCK OPTIONS
In 1995 shareholders approved a stock incentive plan which provides for
granting of options to Bank employees and non-employee directors to purchase up
to 160,000 shares of common stock. Under this plan, options for 130,700 shares
were granted in 1995 and 1997 leaving 29,300 shares available for future grant.
Bancorp also has a stock option plan under which all options have been granted.
Any options granted which do not vest immediately are subject to a vesting
schedule of 20% per year. The options granted at $1.722 per share were granted
below market value of common stock at time of grant and do not expire. All other
options were granted at the market value of common stock at the time of grant
and expire ten years after the date of grant.
Activity with respect to outstanding option follows.
<TABLE>
<CAPTION>
SHARES
--------- WEIGHTED AVERAGE
PRICE PER SHARE
-----------------
(IN THOUSANDS)
<S> <C> <C>
Outstanding at December 31, 1994................................. 93,392 $ 6.27
Granted in 1995.................................................. 109,200 14.92
Exercised in 1995................................................ (14,046) 7.04
---------
Outstanding at December 31, 1995................................. 188,546 11.22
Exercised in 1996................................................ (16,812) 4.43
---------
Outstanding at December 31, 1996................................. 171,734 11.88
Granted in 1997.................................................. 21,500 29.00
Exercised in 1997................................................ (5,552) 13.36
Forfeited in 1997................................................ (3,900) 14.50
---------
Outstanding at December 31, 1997................................. 183,782 13.81
--------- ------
--------- ------
</TABLE>
The weighted average fair value of options granted in 1997 was $7.81 and $8.51,
respectively.
35
<PAGE>
Options outstanding at December 31, 1997 were as follows:
<TABLE>
<CAPTION>
OPTION PRICE PER OPTIONS
SHARE EXPIRATION SHARES EXERCISABLE
- --------------------- ----------- --------- ------------------
<S> <C> <C> <C>
$ 1.722 none 31,880 31,880
7.715 1998 2,904 2,904
8.677 2001 3,238 3,238
12.841 2004 25,360 15,216
14.500 2005 77,400 56,880
16.750 2005 22,000 8,800
29.000 2007 21,000 6,000
--------- -------
183,782 124,918
--------- -------
--------- -------
</TABLE>
Bancorp applies the provisions of APB Opinion No. 25 and related
interpretations in accounting for its plans. Accordingly, no compensation cost
has been recognized for its stock option granted at the market value of common
stock at the time of grant. Had compensation cost for Bancorp's stock-based
compensation plans been determined consistent with SFAS No. 123, Bancorp's net
income and income per share would have been as follows:
<TABLE>
<CAPTION>
1997 1996 1995
--------- --------- ---------
(IN THOUSANDS EXCEPT PER SHARE
AMOUNTS)
<S> <C> <C> <C>
Net income as reported........................................... $ 6,534 $ 5,179 $ 4,056
Net income proforma.............................................. 6,395 5,056 3,933
Net income per share, basic as reported.......................... 1.99 1.58 1.25
Net income per share, basic proforma............................. 1.95 1.55 1.21
Net income per share, diluted as reported........................ 1.92 1.54 1.22
Net income per share, diluted proforma........................... 1.88 1.54 1.21
--------- --------- ---------
--------- --------- ---------
</TABLE>
The fair value of each option grant is estimated as of the date of grant
using the Black-Scholes option pricing model. Assumptions used for grants in
1997 and 1995 were dividend yield of 1.56% and 1.78%; expected volatility of
16.11% and 16.40%; risk free interest rate of 5.86% and 5.70%; and expected life
of 7 years and 8 years, respectively.
(15) DIVIDEND RESTRICTION
Bancorp's principal source of funds is dividends received from the Banks.
Under applicable banking laws, bank regulatory authorities must approve the
declaration of dividends in any year if such dividends are in an amount in
excess of the sum of net income of that year and retained earnings of the
preceding two years. At January 1, 1998, the retained earnings of the Banks
available for payment of dividends without regulatory approval were
approximately $8,432,000.
(16) COMMITMENTS AND CONTINGENT LIABILITIES
As of December 31, 1997, the Banks had various commitments and contingent
liabilities outstanding which arose in the normal course of business, such as
standby letters of credit and commitments to extend credit, which are properly
not reflected in the consolidated financial statements. In management's opinion,
commitments to extend credit of $86,887,000, including standby letters of credit
of $10,021,000 represent normal banking transactions, and no significant losses
are anticipated to result therefrom. The Banks' exposure to credit loss in the
event of nonperformance by the other party to these commitments is represented
by the contractual amount of these instruments. The Banks use the same credit
and collateral policies in making commitments and conditional guarantees as for
on-balance sheet instruments. Market
36
<PAGE>
risk arises on fixed rate commitments if interest rates move adversely
subsequent to the extension of the commitment.
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. Since many
of the commitments are expected to expire without being drawn upon, the total
commitment amounts do not necessarily represent future cash requirements. The
Banks evaluate each customer's creditworthiness on a case-by-case basis. The
amount of collateral obtained, if deemed necessary by the Banks upon extension
of credit, is based on management's credit evaluation of the counterparty.
Collateral held varies but may include accounts receivable, inventory, property,
plant and equipment, and income-producing commercial properties.
Standby letters of credit and financial guarantees written are conditional
commitments issued by the Banks to guarantee the performance of a customer to a
third party. Those guarantees are primarily issued to support private borrowing
arrangements.
Also, as of December 31, 1997 there were various pending legal actions and
proceedings in which claims for damages are asserted. Management, after
discussion with legal counsel, believes the ultimate result of these legal
actions and proceedings will not have a material adverse effect on the
consolidated financial position or results of operations of Bancorp.
The Kentucky Bank leases certain facilities and improvements under
non-cancelable operating leases. Future minimum lease commitments for these
leases are $505,000 in 1998, $461,000 in 1999, $424,000 in 2000, $424,000 in
2001, $425,000 in 2002 and $2,069,000 in the aggregate thereafter. Rent expense,
net of sublease income, was $306,000 in 1997, $329,000 in 1996 and $446,000 in
1995.
(17) FINANCIAL INSTRUMENTS--INTEREST RATE CONTRACTS
Bancorp manages its exposure to market risk, in part, by using interest rate
contracts to modify the existing rate characteristics of its variable rate loan
portfolio. The notional amount of the interest rate contract represents an
agreed upon amount on which calculations of interest payments to be exchanged
are based. The notional amount is significantly greater than the amount at risk.
The cost of replacing contracts in an unrealized gain position is the
measurement of credit risk. Bancorp's contracts are with a counterparty with
high credit ratings and, as of December 31, 1997, the counterparty is expected
to meet its obligations.
At December 31, 1997, Bancorp had entered into an interest rate collar
contract with notional amounts totaling $100 million which matures in December,
1999. Under this contract, the Kentucky Bank sold an interest rate cap on prime
at 9% on $50 million of loans and bought an interest rate floor on prime at 8%
on $50 million of loans. If the monthly average of the prime interest rate
exceeds 9% for any month in the contract, the Bank would pay the counterparty
the difference between the monthly average prime rate and 9%. Conversely, if the
monthly average of prime declines below 8%, the Bank would receive from the
counterparty the difference between the monthly average prime rate and 8%. Net
receipts or payments under the contracts are recognized as adjustments to
interest income on loans. This contract had no effect on interest income in
1997.
At December 31, 1996, Bancorp had entered into an interest rate swap
contract with a notional amount totaling $20 million. The contract had a two
year maturity; however, it was terminated during 1997. Under the contract,
Bancorp received or paid the difference between the floating prime rate and
rates stated in the contract. Net receipts or payments under the contract were
recognized as adjustments to interest income on loans. The contract increased
interest income by $48,000 in 1997 and $74,000 in 1996.
37
<PAGE>
(18) FAIR VALUE OF FINANCIAL INSTRUMENTS
The estimated fair values of Bancorp's financial instruments at December 31
are as follows:
<TABLE>
<CAPTION>
1997 1998
-------------------------- --------------------------
CARRYING CARRYING
AMOUNT FAIR VALUE AMOUNT FAIR VALUE
------------ ------------ ------------ ------------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
FINANCIAL ASSETS
Cash and short-term investments........................... $ 24,153 $ 24,153 $ 19,848 $ 19,848
Securities................................................ 60,114 60,424 75,520 75,496
Loans..................................................... 364,372 364,816 296,393 299,325
FINANCIAL LIABILITIES
Deposits.................................................. $ 417,571 $ 418,648 $ 355,251 $ 356,618
Short-term borrowings..................................... 18,167 18,167 22,396 22,396
Long-term debt............................................ 2,115 2,115 2,697 2,697
OFF BALANCE SHEET FINANCIAL INSTRUMENTS
Commitments to extend credit.............................. -- -- -- --
Standby letters of credit................................. -- 150 -- 160
Interest rate contracts................................... -- -- -- 99
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
</TABLE>
The following methods and assumptions were used to estimate the fair value
of each class of financial instrument for which it is practicable to estimate
that value.
CASH, SHORT-TERM INVESTMENTS AND SHORT-TERM BORROWINGS
For these short-term instruments, the carrying amount is a reasonable
estimate of fair value.
SECURITIES
For securities, fair value equals quoted market price, if available. If a
quoted market price is not available, fair value is estimated using quoted
market prices for similar securities or dealer quotes.
LOANS
The fair value of 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 certain money
market deposits is the amount payable on demand at the reporting date. The fair
value of fixed-maturity certificates of deposit is estimated by discounting the
future cash flows using the rates currently offered for deposits of similar
remaining maturities.
LONG-TERM DEBT
Rates currently available to Bancorp for debt with similar terms and
remaining maturities are used to estimate fair value of existing debt.
38
<PAGE>
COMMITMENTS TO EXTEND CREDIT AND STANDBY LETTERS OF CREDIT
The fair values of commitments to extend credit are estimated using fees
currently charged to enter into similar agreements and the creditworthiness of
the customers. The fair values of standby letters of credit are based on fees
currently charged for similar agreements or the estimated cost to terminate them
or otherwise settle the obligations with the counterparties at the reporting
date.
INTEREST RATE CONTRACTS
The fair value of interest rate contracts is the estimated amount, based on
market quotes, that Bancorp would receive to terminate the agreement at the
reporting date, considering interest rates and the remaining term of the
agreements.
LIMITATIONS
The fair value estimates are made at a discrete point in time based on
relevant market information and information about the financial instruments.
Because no market exists for a significant portion of Bancorp's financial
instruments, fair value estimates are based on judgments regarding future
expected loss experience, current economic conditions, risk characteristics of
various financial instruments, and other factors. These estimates are subjective
in nature and involve uncertainties and matters of significant judgment and
therefore cannot be determined with precision. Changes in assumptions could
significantly affect the estimates.
(19) REGULATORY MATTERS
The Banks are subject to various regulatory capital requirements
administered by federal banking agencies. Failure to meet minimum capital
requirements can initiate certain mandatory, and possibly discretionary, actions
by regulators. If undertaken, these measures could have a direct material effect
on a bank's financial statements. Under capital adequacy guidelines, a bank must
meet specific capital guidelines that involve quantitative measures of a bank's
assets, liabilities and certain off-balance sheet items as calculated under
regulatory accounting practices. The Banks' capital amounts and classification
are also subject to qualitative judgements by the regulators about components,
risk weighting, and other factors.
Quantitative measures established by regulation to ensure capital adequacy
require banks to maintain minimum amounts and ratios of total and Tier 1 capital
to risk weighted assets and Tier 1 capital to average assets. Management
believes, as of December 31, 1997, that both Banks meet all capital adequacy
requirements to which they are subject.
As of December 1997 and 1996, the most recent notifications from each Bank's
primary regulator categorized the Banks as well capitalized under the regulatory
framework. To be categorized as well capitalized, the Banks must maintain a
total risk-based capital ratio of at least 10%; a Tier 1 ratio of at least 6%;
and a leverage ratio of at least 5%. There are no conditions or events since
those notifications that management believes have changed the institutions'
categories.
39
<PAGE>
A summary of Bancorp's and the Banks' capital ratios at December 31, 1997
and 1996 follows:
<TABLE>
<CAPTION>
1997 1996
-------------------------- --------------------------
ACTUAL ACTUAL
AMOUNT RATIO AMOUNT RATIO
------------ ------ ------------ ------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Total risk-based capital (1)
Consolidated............................................ $ 40,596 11.04% $ 34,833 11.27%
Kentucky Bank........................................... 39,569 10.94 34,557 11.26
Indiana Bank............................................ 1,834 30.14 1,777 76.46
Tier 1 risk-based capital (1)
Consolidated............................................ 35,666 9.70 30,345 9.82
Kentucky Bank........................................... 34,717 9.60 30,099 9.81
Indiana Bank............................................ 1,830 30.08 1,766 75.99
Leverage (2)
Consolidated............................................ 35,666 7.57 30,345 7.90
Kentucky Bank........................................... 34,717 7.70 30,099 7.86
Indiana Bank............................................ 1,830 12.33 1,766 23.10
------------ ----- ------------ -----
------------ ----- ------------ -----
</TABLE>
- ------------------------
(1) Ratio is computed in relation to risk-weighted assets.
(2) Ratio is computed in relation to average assets.
(20) S.Y. BANCORP, INC. (PARENT COMPANY ONLY)
CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31
--------------------------
1997 1996
------------ ------------
(IN THOUSANDS)
<S> <C> <C>
ASSETS
Cash on deposit with subsidiary bank...................... $ 346 $ 161
Investment in subsidiary banks............................ 37,798 33,113
Dividend receivable....................................... 394 327
Other assets.............................................. 966 680
------------ ------------
TOTAL ASSETS.............................................. $ 39,504 $ 34,281
------------ ------------
------------ ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Dividends payable......................................... $ 394 $ 327
Other liabilities......................................... 393 270
Long-term debt............................................ 1,800 2,090
Stockholders' equity...................................... 36,917 31,594
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY................ $ 39,504 $ 34,281
------------ ------------
------------ ------------
</TABLE>
40
<PAGE>
CONDENSED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
----------------------------------------
1997 1996 1995
------------ ------------ ------------
(IN THOUSANDS)
<S> <C> <C> <C>
Income--Dividends from subsidiary bank.................... $ 2,046 $ 1,458 $ 1,169
Expenses.................................................. 187 130 83
------ ------ ------
Income before income taxes and equity in undistributed net
income of subsidiaries.................................. 1,859 1,328 1,086
Income tax benefit........................................ 64 44 28
------ ------ ------
Income before equity in undistributed net income of
subsidiaries............................................ 1,923 1,372 1,114
Equity in undistributed net income of subsidiaries........ 4,611 3,807 2,942
------ ------ ------
NET INCOME................................................ $ 6,534 $ 5,179 $ 4,056
------ ------ ------
------ ------ ------
</TABLE>
41
<PAGE>
CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
-------------------------------
1997 1996 1995
--------- --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income........................................................................ $ 6,534 $ 5,179 $ 4,056
Adjustment to reconcile net income to net cash provided by operating activities
Equity in undistributed net income of subsidiaries.............................. (4,611) (3,807) (2,942)
Increase in dividend receivable................................................. (67) (2) (66)
Increase in other assets........................................................ (320) (146) (154)
Increase in other liabilities................................................... 190 142 128
--------- --------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES......................................... 1,726 1,366 1,022
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Acquisition of subsidiary......................................................... -- (2,803) --
Issuance of common stock.......................................................... 257 91 99
Cash dividends paid............................................................... (1,508) (1,306) (1,103)
Proceeds from long-term debt...................................................... 1,800 2,200 --
Repayments of long-term debt...................................................... (2,090) (110) --
--------- --------- ---------
NET CASH USED IN FINANCING ACTIVITIES............................................. (1,541) (1,928) (1,004)
--------- --------- ---------
NET INCREASE (DECREASE) IN CASH................................................... 185 (562) 18
CASH AT BEGINNING OF YEAR......................................................... 161 723 705
--------- --------- ---------
CASH AT END OF YEAR............................................................... $ 346 $ 161 $ 723
--------- --------- ---------
--------- --------- ---------
</TABLE>
42
<PAGE>
REPORT OF INDEPENDENT AUDITORS
TO THE STOCKHOLDERS AND BOARD OF DIRECTORS
S.Y. BANCORP, INC.:
We have audited the accompanying consolidated balance sheets of S.Y. Bancorp,
Inc. (Bancorp) and subsidiaries as of December 31, 1997 and 1996, and the
related consolidated statements of income, changes in stockholders' equity, and
cash flows for each of the years in the three-year period ended December 31,
1997. These consolidated financial statements are the responsibility of
Bancorp's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards 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. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of S.Y. Bancorp, Inc.
and subsidiaries as of December 31, 1997 and 1996, and the results of their
operations and their cash flows for each of the years in the three-year period
ended December 31, 1997, in conformity with generally accepted accounting
principles.
[SIGNATURE]
January 23, 1998
Louisville, Kentucky
43
<PAGE>
MANAGEMENT'S REPORT ON CONSOLIDATED FINANCIAL STATEMENTS
The accompanying consolidated financial statements and other financial data
were prepared by the management of S.Y. Bancorp, Inc. (Bancorp), which has the
responsibility for the integrity of the information presented. The consolidated
financial statements have been prepared in conformity with generally accepted
accounting principles and, as such, include amounts that are the best estimates
and judgments of management with consideration given to materiality.
Management is further responsible for maintaining a system of internal
controls designed to provide reasonable assurance that the books and records
reflect the transactions of Bancorp and that its established policies and
procedures are carefully followed. Management believes that Bancorp's system,
taken as a whole, provides reasonable assurance that transactions are executed
in accordance with management's general or specific authorization; transactions
are recorded as necessary to permit preparation of financial statements in
conformity with generally accepted accounting principles and to maintain
accountability for assets; access to assets is permitted only in accordance with
management's general or specific authorization, and the recorded accountability
for assets is compared with the existing assets at reasonable intervals and
appropriate action is taken with respect to any differences.
Management also seeks to assure the objectivity and integrity of Bancorp's
financial data by the careful selection and training of qualified personnel, an
internal audit function and organizational arrangements that provide an
appropriate division of responsibility.
Bancorp's independent auditors, KPMG Peat Marwick LLP, have audited the
consolidated financial statements. Their audit was conducted in accordance with
generally accepted auditing standards, which provide for consideration of
Bancorp's internal controls to the extent necessary to determine the nature,
timing, and extent of their audit tests.
The Board of Directors pursues its oversight role for the consolidated
financial statements through the Audit Committee. The Audit Committee meets
periodically and privately with management, the internal auditor, and the
independent auditors to review matters relating to financial reporting, the
internal control systems, and the scope and results of audit efforts. The
internal and independent auditors have unrestricted access to the Audit
Committee, with and without the presence of management, to discuss accounting,
auditing, and financial reporting matters. The Audit Committee also recommends
the appointment of the independent auditors to the Board of Directors.
/s/ David H. Brooks
David H. Brooks
Chairman and Chief Executive Officer
/s/ David P. Heintzman
David P. Heintzman
President
/s/ Nancy B. Davis
Nancy B. Davis
Senior Vice President
and Chief Financial Officer
44
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information regarding the directors and executive officers of Bancorp is
incorporated herein by reference to the discussion under the heading, "ELECTION
OF DIRECTORS," on pages 4 through 8 of Bancorp's Proxy Statement for the 1998
Annual Meeting of Shareholders and the section captioned EXECUTIVE OFFICERS OF
THE REGISTRANT on page 8 of Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
Information regarding the compensation of Bancorp's executive officers and
directors is incorporated herein by reference to the discussion under the
heading, "COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS" on pages 11 through
15 of Bancorp's Proxy Statement for the 1998 Annual Meeting of Shareholders.
Information appearing under the headings "REPORT OF COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION" on pages 10 and 11 and "Shareholder Return
Performance Graph" in the section entitled "COMPENSATION OF EXECUTIVE OFFICERS
AND DIRECTORS" contained on page 15 in Bancorp's Proxy Statement for the 1998
Annual Meeting of Shareholders shall not be deemed to be incorporated by
reference in this report, notwithstanding any general statement contained herein
incorporating portions of such Proxy Statement by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is incorporated herein by reference to
the discussion under the headings, "ELECTION OF DIRECTORS" on pages 4 through 8
and "PRINCIPAL HOLDERS OF BANCORP'S COMMON STOCK," on pages 3 and 4 of Bancorp's
Proxy Statement for the 1998 Annual Meeting of Shareholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is incorporated herein by reference to
the discussion under the heading, "TRANSACTIONS WITH MANAGEMENT AND OTHERS," on
page 16 of Bancorp's Proxy Statement for the 1998 Annual Meeting of
Shareholders.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1. The following financial statements are included on pages 24 through
43 of this Form 10-K:
Consolidated Balance Sheets--December 31, 1997 and 1996
Consolidated Statements of Income--years ended December 31, 1997,
1996, and 1995
Consolidated Statements of Changes in Stockholders' Equity--years
ended December 31, 1997, 1996, and 1995
Consolidated Statements of Cash Flows--years ended December 31, 1997,
1996, and 1995
Notes to Consolidated Financial Statements
Report of Independent Auditors
45
<PAGE>
(a) 2. List of Financial Statement Schedules
Schedules to the consolidated financial statements of Bancorp are
omitted since they are either not required under the related
instructions, are inapplicable, or the required information is shown
in the consolidated financial statements or notes thereto.
(a) 3. List of Exhibits
<TABLE>
<C> <S>
3.1 Articles of Incorporation of Bancorp filed with the Secretary of State of
Kentucky on January 12, 1988. Exhibit 3 to Registration Statement on
Form S-4 of Bancorp, File No. 33-22517, is incorporated by reference
herein.
3.2 Articles of Amendment to the Articles of Incorporation of Bancorp filed
with the Secretary of State of Kentucky on May 8, 1989. Exhibit 19 to
Annual Report on Form 10-K for the year ended December 31, 1989, of
Bancorp is incorporated by reference herein.
3.3 Articles of Amendment to the Articles of Incorporation of Bancorp filed
with the Secretary of State of Kentucky on June 30, 1994. Exhibit 3.3 to
Annual Report on Form 10-K for the year ended December 31, 1994, of
Bancorp is incorporated by reference herein.
3.4 Bylaws of Bancorp, as amended, currently in effect. Exhibit 3.4 to Annual
Report on Form 10-K for the year ended December 31, 1994, of Bancorp is
incorporated by reference herein.
10.1* S.Y. Bancorp, Inc. Stock Option Plan as amended. Exhibit 4 to Registration
Statement on Form S-8 of Bancorp, File No. 33-25885, is incorporated by
reference herein.
10.2* Form of Stock Yards Bank & Trust Company Senior Officers Security Plan #2
adopted May, 1991.
10.2a* Form of Amendment to Stock Yards Bank & Trust Company Senior Officers
Security Plan #2 adopted April, 1997.
10.3* Form of Indemnification agreement between Stock Yards Bank & Trust
Company, S.Y. Bancorp, Inc. and each member of the Board of Directors.
Exhibit 10.3 to the Annual Report on Form 10-K for the year ended
December 31, 1994, of Bancorp is incorporated by reference herein.
10.4* Senior Executive Severance Agreement executed in July, 1994 between Stock
Yards Bank & Trust Company and David H. Brooks. Exhibit 10.4 to the
Annual Report on Form 10-K for the year ended December 31, 1994, of
Bancorp is incorporated by reference herein.
10.5* Senior Executive Severance Agreement executed in July 1994 between Stock
Yards Bank & Trust Company and David P. Heintzman. Exhibit 10.5 to the
Annual Report on Form 10-K for the year ended December 31, 1994, of
Bancorp is incorporated by reference herein.
10.6* Senior Executive Severance Agreement executed in July, 1994 between Stock
Yards Bank & Trust Company and Kathy C. Thompson. Exhibit 10.6 to the
Annual Report on Form 10-K for the year ended December 31, 1994, of
Bancorp is incorporated by reference herein.
</TABLE>
46
<PAGE>
<TABLE>
<C> <S>
10.7* S.Y. Bancorp, Inc. 1995 Stock Incentive Plan. Exhibit 10.7 to the Annual
Report on Form 10-K for the year ended December 31, 1995, of Bancorp is
incorporated by reference herein.
10.8* Amendment Number One to the Senior Executive Severance Agreement executed
in February, 1997 between Stock Yards Bank & Trust Company and David H.
Brooks is incorporated by reference herein.
10.9* Amendment Number One to the Senior Executive Severance Agreement executed
in February, 1997 between Stock Yards Bank & Trust Company and David P.
Heintzman is incorporated by reference herein.
10.10* Amendment Number One to the Senior Executive Severance Agreement executed
in February, 1997 between Stock Yards Bank & Trust company and Kathy C.
Thompson is incorporated by reference herein.
10.11* Senior Executive Severance Agreement, as amended, executed in February,
1997 between Stock Yards Bank & Trust Company and Nancy B. Davis is
incorporated by reference herein.
11 Statement re: computation of per share earnings.
21 Subsidiaries of the Registrant.
23 Independent Auditors' Consent.
27 Financial Data Schedule.
</TABLE>
- ------------------------
* Indicates matters related to executive compensation.
Copies of the foregoing Exhibits will be furnished to others upon request
and payment of Bancorp's reasonable expenses in furnishing the exhibits.
(b) Reports on Form 8-K
None
(c) Exhibits
The exhibits listed in response to Item 14(a) 3 are filed as a part of
this report.
(d) Financial Statement Schedules
None
47
<PAGE>
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
its behalf by the undersigned, thereunto duly authorized.
<TABLE>
<S> <C> <C>
March 10, 1998 S.Y. BANCORP, INC.
BY: /s/ DAVID H. BROOKS
-----------------------------------------
David H. Brooks
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
</TABLE>
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Chairman and Chief
/s/ DAVID H. BROOKS Executive Officer and
- ------------------------------ Director (principal March 10, 1998
David H. Brooks executive officer)
/s/ DAVID P. HEINTZMAN
- ------------------------------ President and Director March 10, 1998
David P. Heintzman
Senior Vice President,
/s/ NANCY B. DAVIS Treasurer and Chief
- ------------------------------ Financial Officer March 10, 1998
Nancy B. Davis (principal financial and
accounting officer)
/s/ JAMES E. CARRICO
- ------------------------------ Director March 10, 1998
James E. Carrico
/s/ JACK M. CROWNER
- ------------------------------ Director March 10, 1998
Jack M. Crowner
/s/ CHARLES R. EDINGER, III
- ------------------------------ Director March 10, 1998
Charles R. Edinger, III
/s/ CARL T. FISCHER, JR.
- ------------------------------ Director March 10, 1998
Carl T. Fischer, Jr.
/s/ STANLEY A. GALL
- ------------------------------ Director March 10, 1998
Stanley A. Gall, M.D.
48
<PAGE>
<TABLE>
<C> <S> <C>
/s/ LEONARD KAUFMAN
- ------------------------------ Director March 10, 1998
Leonard Kaufman
/s/ GEORGE R. KELLER
- ------------------------------ Director March 10, 1998
George R. Keller
/s/ BRUCE P. MADISON
- ------------------------------ Director March 10, 1998
Bruce P. Madison
/s/ HENRY A. MEYER
- ------------------------------ Director March 10, 1998
Henry A. Meyer
/s/ NORMAN TASMAN
- ------------------------------ Director March 10, 1998
Norman Tasman
/s/ KATHY C. THOMPSON
- ------------------------------ Executive Vice President, March 10, 1998
Kathy C. Thompson Secretary and Director
/s/ BERTRAND A. TROMPETER
- ------------------------------ Director March 10, 1998
Bertrand A. Trompeter
</TABLE>
49
<PAGE>
STOCK YARDS BANK & TRUST COMPANY
SENIOR OFFICERS SECURITY PLAN
#2
PURPOSE
The purpose of the Stock Yards Bank & Trust Company Senior Officers Security
Plan #2 is to provide specified benefits to a select group of management and
highly compensated Employees who contribute materially to the continued growth,
development and future business success of Stock Yards Bank & Trust Company.
STOCK YARDS BANK & TRUST COMPANY
SENIOR OFFICERS SECURITY PLAN
#2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----------
<S> <C> <C>
ARTICLE I DEFINITIONS.......................................................................... 1
ARTICLE II ELIGIBILITY AND MEMBERSHIP........................................................... 1
ARTICLE III DEATH BENEFIT........................................................................ 2
ARTICLE IV DISABILITY BENEFIT................................................................... 2
ARTICLE V RETIREMENT BENEFIT................................................................... 3
ARTICLE VI FORFEITURE OF BENEFITS............................................................... 3
ARTICLE VII SOURCE OF BENEFITS................................................................... 3
ARTICLE VIII TERMINATION OF PARTICIPATION......................................................... 4
ARTICLE IX TERMINATION, AMENDMENT, MODIFICATION OF SUPPLEMENT OF PLAN........................... 4
ARTICLE X RIGHT TO ACQUIRE INSURANCE........................................................... 5
ARTICLE XI ADMINISTRATION OF THE PLAN........................................................... 5
ARTICLE XII BENEFICIARY.......................................................................... 6
ARTICLE XIII LEAVE OF ABSENCE..................................................................... 6
ARTICLE XIV TERMINATION OF EMPLOYMENT............................................................ 6
ARTICLE IV OTHER BENEFITS AND AGREEMENTS........................................................ 7
ARTICLE XVI RESTRICTIONS OF ALIENATION OF BENEFITS............................................... 7
ARTICLE XVII MISCELLANEOUS........................................................................ 7
</TABLE>
<PAGE>
ARTICLE I
DEFINITIONS
For purposes hereof, unless otherwise clearly apparent from the context, the
following phrases or terms shall have the indicated meanings:
1.1 "Beneficiary" shall mean the person or persons or the estate of a Member
entitled to receive any benefits under this plan.
1.2 "Change of Control" shall mean the acquisition, whether by sale,
exchange of shares, merger, consolidation, or other means by one or more
persons, firms or entities of at least twenty-five percent (25%) of the issued
and outstanding common capital stock in the Bank or the Holding Company (other
than established for the benefit of any current shareholder or by the personal
representative of any current shareholder as a result of the death or incapacity
of any current shareholder) or the acquisition by one or more persons, firms or
entities or acquisition by such persons, firms or entities of at least
twenty-five (25%) of the Bank's or the Holding Company's assets as the same
would be reflected on a pro forma balance sheet of the Bank or the Holding
Company as of the date of the closing of such sale, but with such assets being
reflected at the greater of their book value or their fair market value.
1.3 "Committee" shall mean the Administrative Committee appointed to manage
and administer the Plan in accordance with the provisions of Article XI hereof.
1.4 "Bank" shall mean the Stock Yards Bank & Trust Company.
1.5 "Employee" shall mean any person who is in the regular full-time
employment of the Bank as determined by the personnel rules and practices of the
Bank. The term does not include persons who are retained by the Bank as
consultants only.
1.6 "Holding Company" shall mean S.Y. Bancorp, Inc.
1.7 "Member" shall mean an Employee who is selected and elects to
participate in the Plan as provided in Article II hereof.
1.8 "Plan" shall mean the Stock Yards Bank & Trust Company Senior Officers
Security Plan #2.
1.9 "Plan Agreement" shall mean the form of written agreement, attached
hereto as Exhibit 1 which is entered into by and between the Bank and an
Employee selected to become a Member as a condition to membership in the Plan.
1.10 "Retirement" and "Retire" shall mean severance from employment with the
Bank after satisfaction of conditions of age or service established by the Bank
pursuant to this Agreement or otherwise.
1.11 "Total Disability" of any Employee will mean that the Employee is
unable, because of bodily injuries sustained or disease originating after
becoming a Member of the Plan to perform any and every duty of the Employer's
regular occupation. However, after a period of such Total Disability has
continued for 60 months, the Employee will be deemed to be totally disabled only
if unable, because of such bodily injury or sickness, to perform any and every
duty of any occupation for which the Employee is reasonably fitted by education,
training or experience. The total and irrecoverable loss of the sight of both
eyes, or the use of both hands or both feet or of one hand and one foot, will be
considered Total Disability.
ARTICLE II
ELIGIBILITY AND MEMBERSHIP
2.1 In order to be eligible for membership in the Plan, an Employee must be
selected by the Board of Directors of the Bank which, in its sole discretion,
shall determine eligibility for membership in accordance with the purposes of
the Plan.
1
<PAGE>
2.2 An Employee, after having been selected for membership shall, as a
condition to membership, complete and return to the Committee a duly executed
Plan Agreement, in the form attached as Exhibit 1 and Exhibit 2 hereof electing
to participate in the Plan and agreeing to the terms thereof.
ARTICLE III
DEATH BENEFIT
3.1 In the event a Member dies before his 65th birthday, the Bank will pay
or cause to be paid a Death Benefit to such Member's Beneficiary in the amount
or amounts set forth in his Plan Agreement and as therein specified, commencing
on the first day of the month following the date of death of the Member, or as
otherwise therein specified. In the event the Death Benefit set forth in the
Plan Agreement is a Split Dollar Life Insurance Policy or other similar policy.
The obligation of the Bank shall be to pay the premiums on said policy as set
forth in the Plan Agreement and in such event the Death Benefit shall be the
proceeds of the policy, if any, payable to the Employee under the Plan
Agreement, and the Bank shall have no obligation to make any payment other than
the premiums on said policy. The obligation of the Bank to pay premiums on said
policy shall cease upon termination of this Plan Agreement pursuant to Article
IX hereof.
3.2 The Bank will continue to pay or cause to be paid the premiums on such
policy or other designated Death Benefit only if (a) at the time of such
Member's death prior to age 65, (i) Member was an Employee and had not retired
prior to age 65, or was then on authorized leave of absence; or (ii) Member was
not an Employee but had not forfeited his benefits as provided in Article VI;
(b) such death was due to causes other than suicide within two years after the
date of his Plan Agreement; and (c) Member's Plan Agreement had been kept in
force until such time of death.
3.3 If a Member has attained the age of 60, becomes Totally Disabled, or a
Change of Control has occurred and such Member then ceases to be an Employee,
the Death Benefit payable hereunder shall be the present value of the Retirement
Benefit discounted at 7% to the date of death in lieu of any other Death Benefit
provided for herein or in the Plan Agreement.
ARTICLE IV
DISABILITY BENEFIT
4.1 If an Employee, while employed, becomes Totally Disabled before age 65,
and if such Total Disability continues for more than six (6) months, such Member
shall be entitled to the disability benefit provided in the Employee Plan
Agreement for so long as the Total Disability continues, but in no event shall
such benefit accrue past the Member's 65th birthday.
4.2 In the event a Member dies prior to attaining age 65 while entitled to
any accrued disability benefit, the Death Benefit provided in Article III will
be paid to the Member's Beneficiary and further accrual of the disability
benefit shall terminate with any unpaid accrued disability benefit also being
paid to the Member's Beneficiary.
4.3 If while entitled to the disability benefit a Member attains the age of
65, he shall thereupon retire.
4.4 The determination of what constitutes Total Disability and the removal
thereof for purposes of this Article, shall be made by the Committee, in its
sole discretion in accordance with the definition of Total Disability found in
Section 1.11, and such other information considered relevant by the Bank, and
the Committee's determination shall be conclusive.
4.5 The date of payment of the disability benefit shall be determined by the
Committee. Disability benefits shall be paid to the Member in substantially
equal payments beginning no later than the Member's age 65. No interest shall
accrue on any deferred payments to the disability benefit
2
<PAGE>
ARTICLE V
RETIREMENT BENEFIT
5.1 If (a) (i) a Member has remained an Employee until he becomes Totally
Disabled, or (ii) remains an Employee until age 60 and shall then retire, or a
Member is not an Employee at age 60 but there had occurred a Change of Control
while the Member was an Employee; and (iii) if the Plan and his Plan Agreement
have been kept in force, the Bank will pay or cause to be paid to such Member,
as a Retirement Benefit, the amount set forth in his Plan Agreement as soon as
possible following the later of (i) the Member's retirement or (ii) the Member's
attaining age 65.
5.2 If a Member shall die after becoming entitled to a Retirement Benefit
(whether retirement is before or after age 65), but before such entitlement is
fully satisfied, the Retirement Benefit payments then remaining unpaid to such
Member shall be paid to such Member's Beneficiary, in accordance with the
payment schedule pursuant to which payments are being made under Sections 5.1.
5.3 If a Member dies after attaining age 65 but before he retires, all
Retirement Benefit payments which would have been paid had such Member retired
on the date of his death shall be paid to such Member's Beneficiary in
accordance with his Plan Agreement, commencing on the first day of the month
following the date of death of such Member.
5.4 If a Member dies under the circumstances set forth in Sections 5.2 and
5.3 above, then no Death Benefit as provided for in Article III shall be payable
to his Beneficiary, but such Beneficiary shall receive his Retirement Benefit
payments as set forth in said Section; provided, however, a Member may
irrevocably elect, by so indicating in his Plan Agreement, to have any
Retirement Benefit to which he would have become entitled upon retirement to be
accumulated by the Bank and paid to his beneficiary as a Death Benefit at the
time of his death in the manner set forth in his Plan Agreement.
5.5 If Employee has attained the age of 60 or a Change of Control has
occurred, the Retirement Benefit may be altered by mutual agreement of the
Employee and the Bank.
ARTICLE VI
FORFEITURE OF BENEFITS
6.1 Notwithstanding any provision hereof to the contrary, a Member who
ceases to be an Employee for whatever reason prior to age 60, with or without
cause, voluntary or involuntary shall forfeit any and all benefits provided for
herein or in the Member's Plan Agreement unless prior to such termination such
Member shall have (i) become Totally Disabled, (ii) shall die, or (iii) a Change
of Control shall have occurred. The Bank in its sole discretion may waive all or
any part of this forfeiture provision.
ARTICLE VII
SOURCE OF BENEFITS
7.1 Amounts payable hereunder shall be paid exclusively from the general
assets of the Bank, and no person entitled to payment hereunder shall have any
claim, right, security interest or other interest in any fund, trust, account,
insurance contract, or asset of the Bank which may be looked to for such
payment. The Bank's liability for the payment of benefits hereunder shall be
evidenced only by this Plan and each Plan Agreement entered into between the
Bank and a Member.
7.2 While the Bank shall no be obligated to invest in any specific asset or
fund, or purchase any insurance policy in order to provide the means for payment
of any liabilities under the Plan, the Bank may elect to do so and, in such
event, no Member shall have any interest whatever in such asset, fund or
insurance policy. In the event the Bank elects to purchase insurance contracts
on the life of a Member as a
3
<PAGE>
means of making, offsetting or contributing to any payment, in full or in part,
which may become due and payable by the Bank under the Plan or a Member's Plan
Agreement, such Member agrees to cooperate in the securing of life insurance on
his life by furnishing such information as the Bank and the insurance carrier
may require, including the results and reports of previous Bank and other
insurance carrier physical examinations, taking any such additional physical
examinations as may be requested, and taking any other action which may be
requested by the Bank and the insurance carrier to obtain such insurance
coverage. If a Member does not cooperate in the securing of such life insurance,
or if the Bank for any reason is unable to obtain life insurance in the
requested amount on the life of a Member, the Bank shall have no further
obligation to such Member under the Plan and such Member's Plan Agreement shall
terminate.
7.3 The Bank shall be the sole owner of any insurance policy or policies
acquired on the life of a Member, with all incidents of ownership therein,
including (but not limited t0) the right to cash and loan values, dividends (if
any), death benefits, and the right of termination thereof unless otherwise
provided for in any other agreement with regard thereto, and a Member shall have
no interest whatever in such policy of policies (if any), and shall exercise
none of the incidents of ownership thereof.
7.4 The Bank shall have no obligation of any nature whatsoever to a Member
under the Plan or Member's Plan Agreement, except as otherwise expressly
provided in the Plan, if the Bank purchases life insurance on a Member's life
pursuant to the Plan and the circumstances of the Member's death preclude
payment of death proceeds under the contract.
ARTICLE VIII
TERMINATION OF PARTICIPATION
8.1 A Member reserves the right to terminate his participation in the Plan
and his Plan Agreement at his election at any time by giving the Bank written
notice of such termination not less than 30 days (i) prior to the anniversary
date of any policy or policies or insurance on the life of such Member which may
be in force and utilized by the Bank in connection with the Plan or (ii) prior
to the date a Member selects for termination if no insurance contract or policy
is in effect.
ARTICLE IX
TERMINATION, AMENDMENT, MODIFICATION OR SUPPLEMENT OF PLAN
9.1 The Bank reserves the right to terminate, amend, modify or supplement
this Plan, wholly or partially, at any time and from time to time. The Bank
likewise reserves the right to terminate, amend, modify or supplement any Plan
Agreement, wholly or partially, at any time and from time to time. Such right to
terminate shall be exercised for the Bank by the Committee; provided, however,
that:
(a) No action to terminate the Plan shall be taken except upon written
notice to each Member to be affected thereby, which notice shall be given
not less than 30 days prior to such action;
(b) The Committee shall take no action to terminate the Plan or a Plan
Agreement with respect to a Member or his Beneficiary after the payment of
any benefits pursuant to Article III, Article IV or Article V of this Plan
has commended and has not been completed;
(c) No action to terminate the Plan shall be taken with respect to an
Employee (i) who is Totally Disabled; (ii) has died; or (iii) was a Member
at the time this Plan Agreement was in effect and a Change of Control
occurred.
9.2 Upon the termination of this Plan or any Plan Agreement, respectively,
by either the Committee or a Member in accordance with the provisions for such
termination, neither the Bank nor the Committee shall be of any further
obligation under either this Plan or any Plan Agreement so terminated, except as
may be provided for in Article X.
4
<PAGE>
ARTICLE X
RIGHT TO ACQUIRE INSURANCE
10.1 If the Bank terminates the Plan, and if the Member's Plan Agreement has
been kept in force until such time, and if the Bank, pursuant to the terms of
the Plan, is then utilizing a policy or policies of insurance on the life of
such Member, then the Member, within thirty (30) days after such termination or
discontinuance, shall have the right to request the Bank convey ownership of any
such insurance policy of policies, subject to all loans and other charges
outstanding against such policy or policies, including loans made for the
purpose of reimbursing the Bank for interest and other costs incurred as a
result of maintenance of the policy. The decision of the Bank to so convey such
policy or policies shall be at the Bank's sole discretion.
ARTICLE XI
ADMINISTRATION OF THE PLAN
11.1 The general administration of this Plan, as well as construction and
interpretation thereof, shall be vested in the Committee, the number and Members
of which shall be designated and appointed from time to time by, and shall serve
at the pleasure of the Board of Directors of the Bank. Any such Member of the
Committee may resign by notice in writing filed with the Secretary of the
Committee. Vacancies shall e filled promptly by the Board of Directors of the
Bank. Each person appointed b Member of the Committee shall signify his
acceptance by filing a written acceptance with the Secretary of the Committee.
11.2 The Board of Directors of the Bank may designate one of the members of
the Committee as Chairman and may appoint a Secretary who need not be a Member
of the Committee. The Secretary shall keep minutes of the Committee's
proceedings and all data, records and documents relating to the Committee's
administration of the Plan. The Committee may appoint from its number such
subcommittees with such powers as the Committee shall determine and may
authorize one or more Members of the Committee or any agent to execute or
deliver any instrument or make any payment on behalf of the Committee.
11.3 All resolutions or other actions taken by the Committee shall be by
vote of a majority of those present at a meeting at which a majority of the
Members are present, or in writing by all the Members at the time of office if
they act without a meeting.
11.4 Subject to the Plan, the Committee shall from time to time establish
rules, form, and procedures for the administration of the Plan. Except as herein
otherwise expressly provided, the Committee shall have the exclusive right to
interpret the Plan and to decide any and all matters arising thereunder or in
connection with the administration of the Plan, and it shall endeavor to act,
whether by general rules or by particular decisions, so as not to discriminate
in favor of or against any person. The Committee shall have the exclusive right
to determine (i) disability in respect of a Member and (ii) the degree thereof,
either or both determinations to be made on the basis of such medical and/or
other evidence as the Committee, in its sole judgment, may require. Such
decisions, actions and records of the Committee shall be conclusive and binding
upon the Bank and all persons having or claiming to have any right or interest
in or under the Plan.
11.5 The Members of the Committee and the officers and directors of the Bank
shall be entitled to rely on all certificates and reports made by any duly
appointed accountant and on all opinions given by any duly appointed legal
counsel. Such legal counsel may be counsel for the Bank.
11.6 No Member of the Committee shall be liable for any act or omission of
any other Member of the Committee, nor for any act or omission on his own part,
excepting only his own willful misconduct. The Bank shall indemnify and save
harmless each Member of the Committee against any and all expenses and
5
<PAGE>
liabilities arising out of his membership on the Committee, excepting only
expenses and liabilities arising out of his own willful misconduct. Expenses
against which a Member of the Committee shall be indemnified hereunder shall
include, without limitation, the amount of any settlement or judgment, costs,
counsel fees, and related charges reasonably incurred in connection with a claim
asserted, or a proceeding brought or settlement thereof. The foregoing right of
indemnification shall be in addition to any other rights to which any such
Member of the Committee may be entitled as a matter of law.
11.7 In addition to the powers herein above specified, the Committee shall
have the power to compute and certify under the Plan the amount and kind of
benefits from time to time payable to Members and their Beneficiaries and to
authorize all disbursements for such purposes.
11.8 To enable the Committee to perform its functions, the Bank shall supply
full and timely information to the Committee on all matters relating to the
compensation of all Members, their retirement, death or other cause for
termination of employment, and such other pertinent facts as the Committee may
require.
11.9 The Committee shall also have the power, in its sole discretion, to
change the manner and time of payments to be made to a Member or his Beneficiary
from that set forth in the Member's Plan Agreement, if requested to do so by
such Member of Beneficiary.
ARTICLE XII
BENEFICIARY
12.1 A Member shall designate his Beneficiary to receive benefits under the
Plan by completing the appropriate space in the Plan Agreement. If more than one
Beneficiary is named, the shares and/or precedence of each Beneficiary shall be
indicated. A Member shall have the right to change the Beneficiary by submitting
to the Committee a change of Beneficiary in the form attached as Exhibit 3
hereof; provided, however, no change of beneficiary shall be effective until
acknowledged in writing by the Bank. If the Bank has any doubt as to the proper
Beneficiary to receive payments hereunder, the Bank shall have the right to
withhold such payments until the matter is finally adjudicated. Any payment made
by the Bank, in good faith and in accordance with this Plan, shall fully
discharge the Bank from all further obligations with respect to such payment.
ARTICLE XIII
LEAVE OF ABSENCE
13.1 If a Member is authorized by the Bank for any reason, including
military, medical or other, to take a leave of absence from employment, the
leave of absence shall be counted as service with the Bank.
ARTICLE XIV
TERMINATION OF EMPLOYMENT
14.1 The Plan and Plan Agreement, either singly or collectively, do not in
any way obligate the Bank or any subsidiary of the Bank to continue the
employment of a Member with the Bank, nor dies either limit the right of the
Bank at any time and for any reason to terminate the Member's employment.
Termination of a Member's employment with the Bank for any reason, whether by
action of the Bank or Member shall immediately terminate his participation in
the Plan and his Plan Agreement, and all further obligations of either party
hereunder, except as may be otherwise provided herein. In no event shall the
Plan or the Plan Agreement, either singly or collectively, by their term, or
implications constitute an employment contract of any nature whatsoever between
the Bank and a Member.
6
<PAGE>
ARTICLE XV
OTHER BENEFITS AND AGREEMENTS
15.1 The benefits provided for a Member and Member's Beneficiary under the
Plan are in addition to any other benefits available to such Member under any
other plan or program of the Bank for its employees, and, except as may
otherwise be expressly provided for, the Plan shall supplement and shall not
supersede, modify or amend any other plan or program of the Bank or a Member.
Moreover, benefits under the Plan shall not be considered compensation for the
purpose of computing contributions or benefits under any plan maintained by the
Bank or any of its subsidiaries which is qualified under
Sections 401(a) and 501(a), Internal Revenue Code of 1954, as amendment.
ARTICLE XVI
RESTRICTION ON ALIENATION OF BENEFITS
16.1 No right or benefit under the Plan or a Plan Agreement shall be subject
to anticipation, alienation, sale, assignment, pledge, encumbrance or charge,
and any attempt to anticipate, alienate, sell, assign, pledge, encumber or
charge the same shall be void. No right or benefit hereunder shall in any manner
be liable for or subject to the debts, contracts, liabilities, or torts of the
person entitled to such benefit. If any Member or Beneficiary under the Plan
should become bankrupt or attempt to anticipate, alienate, sell, assign, pledge,
encumber or charge any right to a benefit hereunder, then such right or benefit,
in the discretion of the Committee, shall cease and determine, and in such
event, the Committee may hold or apply the same or any part thereof for the
benefit of such Member or Beneficiary, his or her spouse, children, or other
dependents, or any of them, in such manner and in such portion as the Committee
may deem proper.
ARTICLE XVII
MISCELLANEOUS
17.1 Any notice which shall be or may be given under the Plan or a Plan
Agreement shall be in writing and shall be mailed by United States mail, postage
prepaid. If notice is to be given to the Bank, such notice shall be addressed to
the Bank at Post Office Box 32890, Louisville, Kentucky 40232, marked for the
attention of the Secretary, Administrative Committee, Senior Officers Security
Plan #2; or if notice to a Member, addressed to the address shown on such
Member's Plan Agreement.
17.2 Any party may, from time to time, change the address to which notices
shall be mailed by giving written notice of such new address.
17.3 The Plan shall be binding upon the Bank and its successors and assigns,
and upon a Member, his Beneficiary, assigns, heirs, executors and
administrators.
17.4 The Plan and Plan Agreement shall be governed and construed under the
laws of the Commonwealth of Kentucky as in effect at the time of their adoption
and execution, respectively.
17.5 Masculine pronouns wherever used shall include female pronouns and the
singular shall include the plural.
17.6 Any corporation which is a subsidiary of the Bank may, with the
approval of the Bank, adopt this Plan and thereby come within the definition of
Bank in Article I hereof.
7
<PAGE>
EXHIBIT 10.2A
AMENDMENT NUMBER ONE TO THE
SENIOR OFFICERS SECURITY PLAN #2
Pursuant to the power reserved in Section 9.1 of the Senior Officers
Security Plan #2 ("Plan"), Stock Yards Bank and Trust Company, a Kentucky
banking corporation ("Bank") hereby amends the Plan, effective as of April 1,
1997, as follows:
1
By amending Section 1.2 to read as follows:
A "Change of Control" of the Holding Company shall be deemed to have
occurred if:
(i) any Person (as defined in this definition) is or becomes the Beneficial
Owner (as defined in this definition) of securities of the Holding Company
representing 20% or more of the combined voting power of the Holding
Company's then outstanding securities (unless (A) such Person is the
Beneficial Owner of 20% or more of such securities as of April 26, 1995 or
(B) the event causing the 20% threshold to be crossed is an acquisition of
securities directly from the Holding Company);
(ii) during any period of two consecutive years beginning after April 26,
1995, individuals who at the beginning of such period constitute the Board
of Directors of the Holding Company and any new director (other than a
director designated by a person who has entered into an agreement with the
Holding Company to effect a transaction described in clause (i), (iii) or
(iv) of this Change of Control definition) whose election or nomination for
election was approved by a vote of at least two-thirds of the directors then
still in office who either were directors at the beginning of the period or
whose election or nomination for election was previously so approved cease
for any reason to constitute a majority of the Board of Directors of the
Holding Company;
(iii) the shareholders of the Holding Company approve a merger or
consolidation of the Holding Company with any other corporation (other than
a merger or consolidation which would result in the voting securities of the
Holding Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into voting
securities of the entity surviving such merger or consolidation), in
combination with voting securities of the Holding Company or such surviving
entity held by a trustee or other fiduciary pursuant to any employee benefit
plan of the Holding Company or such surviving entity or of any subsidiary of
the Holding Company or such surviving entity, at least 80% of the combined
voting power of the securities of the Holding Company or such surviving
entity outstanding immediately after such merger or consolidation); or
(iv) the shareholders of the Holding Company approve a plan of complete
liquidation or dissolution of the Holding Company or an agreement for the
sale or disposition by the Holding Company of all or substantially all of
the Holding Company's assets.
(c) For purposes of the definition of Change of Control, "Person" shall have
the meaning ascribed to such term in Section 3(a)(9) of the Securities
Exchange Act of 1934, as amended, as supplemented by Section 13(d)(3) of
such Act; provided, however, that Person shall not include (i) the Holding
Company, any subsidiary or any other Person controlled by the Holding
Company, (ii) any trustee or other fiduciary holding securities under any
employee benefit plan of the Holding Company or of any subsidiary, or (iii)
a corporation owned, directly or indirectly, by the shareholders of the
Holding Company in substantially the same proportions as their ownership of
securities of the Holding Company.
(d) For purposes of the definition of Change of Control, a Person shall be
deemed the "Beneficial Owner" of any securities which such Person, directly
or indirectly, has the right to vote or dispose of or has "beneficial
ownership" (within the meaning of Rule 13d-3 under the Securities Exchange
Act of 1934, as amended) of, including pursuant to any agreement,
arrangement or understanding (whether
<PAGE>
or not in writing); provided, however, that: (i) a Person shall not be
deemed the Beneficial Owner of any security as a result of an agreement,
arrangement or understanding to vote such security (x) arising solely from a
revocable proxy or consent given in response to a public proxy or consent
solicitation made pursuant to, and in accordance with, the Securities
Exchange Act of 1934, as amended, and the applicable rules and regulations
thereunder or (y) made in connection with, or to otherwise participate in, a
proxy or consent solicitation made, or to be made, pursuant to, and in
accordance with, the applicable provisions of the Securities Exchange Act of
1934, as amended, and the applicable rules and regulations thereunder; in
either case described in clause (x) or clause (y) above, whether or not such
agreement, arrangement or understanding is also then reportable by such
Person on Schedule 13D under the Securities Exchange Act of 1934, as amended
(or any comparable or successor report); and (ii) a Person engaged in
business as an underwriter of securities shall not be deemed to be the
Beneficial Owner of any securities acquired through such Person's
participation in good faith in a firm commitment underwriting until the
expiration of forty days after the date of such acquisition.
2
By amending Section 3.3 to read as follows:
If a Member has attained age 65, the Death Benefit shall be the present
value of the vested Retirement Benefit (or, for a Member in pay status
receiving his Retirement Benefit, the present value of any remaining unpaid
portion of the vested Retirement Benefit) determined under Section 5.2 in
lieu of any other Death Benefit provided for herein or in the Plan
Agreement.
3
By amending Section 4.1 to read as follows:
If an Employee, while employed, becomes Totally Disabled before age 65, and
if such Total Disability continues for more than six (6) months, such Member
shall be entitled to the disability benefit, if any, provided in the Plan
Agreement (as in effect for such Employee at the time of the Total
Disability) for so long as the Total Disability continues, but in no event
shall such disability benefit be paid or continue to be paid after the
Member's 65th birthday.
4
By amending Section 4.3 to read as follows:
If while entitled to the disability benefit, if any, under Section 4.1, a
Member obtains the age of 65, he shall thereupon retire.
5
By amending the first sentence of Section 4.5 to read as follows:
The date of payment of the disability benefit under Section 4.1 shall be
determined by the Committee.
6
By amending Section 5 to read as follows:
5.1 (a) Unless a Change of Control occurs, the Bank shall pay (or cause to
be paid) such Member's vested interest in his Retirement Benefit, as set
forth in his Plan Agreement, to such Member commencing as soon as possible
following the later of the Member's retirement or the Member's attaining age
65.
2
<PAGE>
(b) If a Change of Control occurs, then in lieu of the payment set forth in
Section 5.1(a), the Bank shall pay or cause to be paid to such Member as
soon as possible (and in any event within 30 days) following the Change of
Control, as a Retirement Benefit, an amount equal to the then present value
of such Member's vested interest in his Retirement Benefit, as set forth in
his Plan Agreement at the time the Change of Control occurs; provided,
however, for a Member who has already received a portion of his Retirement
Benefit at the time a Change of Control occurs, the amount payable upon the
Change of Control shall be the then present value of any remaining unpaid
portion of the vested Retirement Benefit. Any payment under this Section
5.1(b) shall be made in a single lump sum notwithstanding any provision to
the contrary in the Plan Agreement. For purposes of determining the present
value of any such Retirement Benefit, a 7% interest assumption shall apply
for any Member whose employment as an Employee terminated before the Change
of Control occurs other than Member in pay status receiving his Retirement
Benefit at the time a Change of Control occurs and a 5% interest assumption
shall apply for any Member who is employed as an Employee on the date a
Change of Control occurs or who is in pay status receiving his Retirement
Benefit on such date.
5.2 If a Member shall die after reaching age 65, but before his entire
vested Retirement Benefit has been paid to him, the present value of the
Retirement Benefit payments then remaining unpaid to such Member discounted
at 7% to the date of death shall be paid to such Member's Beneficiary, in a
single lump sum at the time of his death.
5.3 If a Member dies under the circumstances set forth in Section 5.2, then
no Death Benefit as provided for in Sections 3.1 and 3.2 shall be payable to
his Beneficiary, but such Beneficiary shall receive his Retirement Benefit
payment as set forth in Section 5.2.
5.4 If Employee has attained the age of 60 or a Change of Control has
occurred, the Retirement Benefit may be altered by mutual agreement of the
Employee and the Bank.
5.5 Notwithstanding any provision to the contrary, no Retirement Benefit,
even if vested, shall be paid under any circumstances to a Member on whose
behalf a Death Benefit under Section 3.1 or Section 3.2 is paid.
7
By amending Section 6.1 to read as follows:
A Member shall become 100% vested in all benefits provided under this Plan
and his Plan Agreement if, while the Member is an Employee, such Member
becomes Totally Disabled or a Change of Control occurs. If a Member ceases
to be an Employee for any reason other than a Total Disability before a
Change of Control occurs, the Member's vested interest in the benefits
provided under this Plan and his Plan Agreement shall be determined as of
the date he ceases to be an Employee in accordance with the vesting schedule
set forth in his Plan Agreement based on his Years of Service. A Year of
Service shall mean each 12 consecutive month period of employment as an
Employee beginning on a Member's first date of employment as an Employee and
on each anniversary of that date. If a Member ceases to be an Employee
during any such 12 month period of employment, no credit will be given for
vesting purposes for such partial year of employment. A Member's employment
as an Employee shall be deemed to include any leave of absence (as described
in Section 13.1) taken by a Member while employed by the Bank provided the
Member was an Employee at the time the leave of absence began. The Bank in
its sole discretion may waive all or any part of a Member's vesting
schedule.
3
<PAGE>
8
By amending Section 17.4 to read as follows:
Except to the extent preempted by federal law, the Plan and Plan Agreement
shall be governed and construed under the laws of the Commonwealth of
Kentucky.
IN WITNESS WHEREOF, Stock Yards Bank and Trust Company has executed this
Amendment Number One this day of April, 1997.
STOCK YARDS BANK AND TRUST COMPANY
By:
Title:
4
<PAGE>
EXHIBIT 11
Statement Re: Computation of Per Share Earnings
S.Y. Bancorp, Inc. and Subsidiaries
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------------
1997 1996 1995
--------- --------- ---------
IN THOUSANDS EXCEPT PER SHARE
DATA
<S> <C> <C> <C>
Earnings per share--basic
Average shares outstanding..................................................... 3,276 3,267 3,247
--------- --------- ---------
--------- --------- ---------
Net income..................................................................... $ 6,534 $ 5,179 $ 4,056
--------- --------- ---------
--------- --------- ---------
Earnings per share--basic...................................................... $ 1.99 $ 1.58 $ 1.25
--------- --------- ---------
--------- --------- ---------
Earnings per share--diluted
Average shares outstanding..................................................... 3,276 3,267 3,247
Effect of assumed conversion of stock
options under treasury stock method.......................................... 120 98 76
--------- --------- ---------
3,396 3,365 3,323
--------- --------- ---------
--------- --------- ---------
Net income..................................................................... $ 6,534 $ 5,179 $ 4,056
--------- --------- ---------
--------- --------- ---------
Earnings per share--diluted.................................................... $ 1.92 $ 1.54 $ 1.22
--------- --------- ---------
--------- --------- ---------
</TABLE>
<PAGE>
EXHIBIT 21
TO ANNUAL REPORT ON FORM 10-K
Subsidiaries of the Registrant
Stock Yards Bank & Trust Company, a Kentucky banking corporation
1040 East Main Street
Louisville, Kentucky 40206
Stock Yards Bank & Trust Company, an Indiana banking corporation
275 Highway 31 North
Austin, Indiana 47102
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
S.Y. Bancorp, Inc.:
We consent to incorporation by reference in Registration Statement Nos.
33-96740, 33-96742 and 33-25885 on Form S-8 and 33-96744 on Form S-3 of S.Y.
Bancorp, Inc. of our report dated January 23, 1998, relating to the consolidated
balance sheets of S.Y. Bancorp, Inc. and subsidiaries as of December 31, 1997
and 1996, and the related consolidated statements of income, changes in
stockholders' equity, and cash flows for each of the years in the three-year
period ended December 31, 1997, which report appears in the 1997 annual report
on Form 10-K of S.Y. Bancorp, Inc.
[SIGNATURE]
Louisville, Kentucky
March 18, 1998
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 18,153
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 6,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 31,462
<INVESTMENTS-CARRYING> 28,652
<INVESTMENTS-MARKET> 28,962
<LOANS> 370,293
<ALLOWANCE> 5,921
<TOTAL-ASSETS> 478,597
<DEPOSITS> 417,571
<SHORT-TERM> 18,167
<LIABILITIES-OTHER> 3,827
<LONG-TERM> 2,115
0
0
<COMMON> 5,486
<OTHER-SE> 31,431
<TOTAL-LIABILITIES-AND-EQUITY> 478,597
<INTEREST-LOAN> 30,523
<INTEREST-INVEST> 3,885
<INTEREST-OTHER> 931
<INTEREST-TOTAL> 35,339
<INTEREST-DEPOSIT> 14,607
<INTEREST-EXPENSE> 15,616
<INTEREST-INCOME-NET> 19,723
<LOAN-LOSSES> 1,000
<SECURITIES-GAINS> 80
<EXPENSE-OTHER> 16,741
<INCOME-PRETAX> 9,407
<INCOME-PRE-EXTRAORDINARY> 9,407
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,534
<EPS-PRIMARY> 1.99
<EPS-DILUTED> 1.92
<YIELD-ACTUAL> 8.72
<LOANS-NON> 290
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 5,275
<ALLOWANCE-OPEN> 5,155
<CHARGE-OFFS> 284
<RECOVERIES> 50
<ALLOWANCE-CLOSE> 5,921
<ALLOWANCE-DOMESTIC> 5,921
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 1,186
</TABLE>
