<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission file number: 33-23062
EUFAULA BANCCORP, INC. (A DELAWARE CORPORATION)
I.R.S. EMPLOYER IDENTIFICATION NUMBER 63-0989868
218-220 BROAD STREET, EUFAULA, ALABAMA 36027
TELEPHONE NUMBER: (334) 687-3581
Securities registered pursuant to Section 12(b) of the Act
None
Securities registered pursuant to Section 12(g) of the Act
Common Stock, par value $1 per share
Check whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes X No
-- ----
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [X]
The registrant's total revenues for the fiscal year ended December 31, 1997 were
$9,836,000.
As of March 1, 1998, registrant had outstanding 2,097,916 shares of common
stock, $1 par value per share, which is registrant's only class of common stock.
The aggregate market value of the voting stock held by nonaffiliates of the
registrant was approximately $22,639,800.
DOCUMENTS INCORPORATED BY REFERENCE
Part III
Portions of the Company's Definitive Proxy Statement for its 1998 Annual Meeting
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SIGNATURES
Pursuant to the requirement of Section 13 or 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act"), the Registrant has duly caused this
Form 10-KSB to be signed on its behalf by the undersigned, thereunto duly
authorized.
EUFAULA BANCCORP, INC.
Date: September 4, 1998 /s/ Gregory B. Faison
-------------------------- -------------------------------------
Gregory B. Faison, President,
Chief Executive Officer and Director
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INDEPENDENT AUDITOR'S REPORT
- ------------------------------------------------------------------------------
TO THE BOARD OF DIRECTORS
EUFAULA BANCCORP, INC.
EUFAULA, ALABAMA
We have audited the accompanying consolidated balance sheets of EUFAULA
BANCCORP, INC. AND SUBSIDIARIES as of December 31, 1997 and 1996, and the
related consolidated statements of income, stockholders' equity and cash flows
for the years then ended. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our 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 financial statements referred to above present fairly, in
all material respects, the financial position of Eufaula BancCorp, Inc. and
subsidiaries as of December 31, 1997 and 1996, and the results of their
operations and their cash flows for the years then ended, in conformity with
generally accepted accounting principles.
/s/ Mauldin & Jenkins, LLC
Albany, Georgia
February 4, 1998
F-2
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EUFAULA BANCCORP, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1997 AND 1996
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<TABLE>
<CAPTION>
Unrealized
Gains
(Losses) on
Securities
Common Stock Available for
----------------------------- Capital Retained Sale, Net of
Shares Par Value Surplus Earnings Taxes Total
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, DECEMBER 31,
1995 676,602 $ 676,602 $ 909,189 $ 8,263,021 $ 98,972 $ 9,947,784
Net income - - - 1,229,089 - 1,229,089
Cash dividend declared,
$.13 per share - - - (270,641) - (270,641)
Net change in unrealized
(losses) on securities
available-for-sale,
net of tax - - - - (191,381) (191,381)
Two-for-one common
stock split 676,602 676,602 (676,602) - - -
------------- ------------ ---------- ------------ ---------- -------------
BALANCE, DECEMBER 31,
1996 1,353,204 1,353,204 232,587 9,221,469 (92,409) 10,714,851
Net income - - - 1,007,392 - 1,007,392
Cash dividend declared,
$.14 per share - - - (291,584) - (291,584)
Net change in unrealized
(losses) on securities,
available-for-sale,
net of tax - - - - 90,065 90,065
Three-for-one common
stock split 699,301 699,301 (699,301) - - -
Proceeds from exercise
of stock options 45,411 45,411 207,455 - - 252,866
Purchase of fractional
shares - - (85) - - (85)
Reduction in income
taxes payable resulting
from exercise of
stock options - - 167,822 - - 167,822
Transfer to surplus - - 199,301 (199,301) - -
------------- ------------ ---------- ------------ ---------- -------------
BALANCE, December 31,
1997 2,097,916 $ 2,097,916 $ 107,779 $ 9,737,976 $ (2,344) $ 11,941,327
============= ============ ========== ============ ========== =============
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
F-4
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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NOTE 9. STOCK OPTIONS
Prior to 1995, the Company entered into or assumed liability for
various nonqualified stock option agreements with key employees.
During 1995, the Company adopted the 1994 Stock Option Plan whereby
the Company may grant options to certain key employees to purchase up
to 600,000 shares of the Company's $1 par value common stock at an
option price of $4 per share. During 1996, the Plan was amended to
include the directors of the Company. As of December 31, 1997,
options that had been granted to five key employees to purchase a
total of 297,000 shares of common stock were outstanding.
A summary of information relating to the stock option plans at
December 31, 1997 and 1996 and changes during the years ended on those
dates is as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------------------------------------------------------
1997 1996
---------------------------------- -------------------------------
WEIGHTED- WEIGHTED-
AVERAGE AVERAGE
EXERCISE EXERCISE
NUMBER PRICE NUMBER PRICE
--------------- ------------- -------------- -------------
<S> <C> <C> <C> <C> <C>
Under option, beginning of year 402,000 $ 3.83 402,000 $ 3.83
Granted 75,000 9.27 - -
Exercised (68,117) 3.27 - -
Forfeited (111,883) 4.00 - -
--------------- --------------
Under option, end of year 433,234 5.27 402,000 3.83
=============== ==============
Exercisable at end of year 84,000 114,000
=============== ==============
Available for grant at end of year 165,000 240,000
=============== ==============
Weighted average fair value per
option of options granted during
the year $3.38 $ -
=============== ==============
</TABLE>
Additional information about options outstanding at December 31, 1997
is as follows:
<TABLE>
<CAPTION>
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
-------------------------------------------------------------------- --------------------------------
WEIGHTED- WEIGHTED- WEIGHTED-
RANGE OF AVERAGE AVERAGE AVERAGE
EXERCISE NUMBER CONTRACTUAL EXERCISE NUMBER EXERCISE
PRICES OUTSTANDING LIFE IN PRICE OUTSTANDING PRICE
YEARS
--------------- ------------- ------------- --------------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
$ 2.54 12,000 0.5 $ 2.54 12,000 $ 2.54
4.00 120,000 5.0 4.00 45,000 4.00
4.00 90,000 7.0 4.00 27,000 4.00
9.00 45,000 10.0 9.00 - -
9.67 30,000 10.0 9.67 - -
------------- -------------
297,000 6.69 5.27 84,000 3.79
============= =============
</TABLE>
F-21
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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NOTE 9. STOCK OPTIONS (CONTINUED)
As permitted by SFAS No. 123, "Accounting for Stock-based
Compensation", the Company recognizes compensation cost for stock-
based employee awards in accordance with APB Opinion No. 25,
"Accounting for Stock Issued to Employees." The Company recognized no
compensation cost for stock-based employee compensation for the years
ended December 31, 1997 and 1996 because the exercise price is equal
to the fair value of the stock at the grant date. No options were
granted during the year ended December 31, 1996. Pro forma net income
and pro forma earnings per share required by SFAS No. 123 have not
been presented for the year ended December 31, 1997 because all of the
options granted in 1997 vest at a rate of 10% each year beginning on
January 1, 1998.
The fair value of the options granted in 1997 was based upon the
discounted value of future cash flows of the options using the
following assumptions:
<TABLE>
<S> <C> <C>
Risk-free interest rate 6.13%
Expected life of the options 10 years
Expected dividends (as a percent of the fair value of the stock) 1.92%
Expected volatility 23.30%
</TABLE>
NOTE 10. EARNINGS PER COMMON SHARE
The following is a reconciliation of net income (the numerator) and
the weighted average shares outstanding (the denominator) used in
determining basic and diluted earnings per share:
<TABLE>
<CAPTION>
Year Ended December 31, 1997
------------------------------------------------------
Income Shares Per Share
--------------- ----------------- --------------
<S> <C> <C> <C> <C>
Basic earnings per share
Net income $ 1,007,392 2,082,715 $ 0.48
============
Effect of dilutive securities
Stock options - 158,464
------------- --------------
Dilutive earnings per share
Net income $ 1,007,392 2,241,179 $ 0.45
============= ============= ============
</TABLE>
F-22
