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Previous: DEAN WITTER SPECTRUM GLOBAL BALANCED LP, 10-Q, EX-27, 2000-11-13 |
Next: SNB BANCSHARES INC, 10-Q, EX-27, 2000-11-13 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended
September 30, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
For the Transition Period from to
Commission File Number
33-80076SNB BANCSHARES, INC.
(Name of Small Business Issuer in its Charter)
GEORGIA 58-2107916
State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization Identification No.)
2918 RIVERSIDE DRIVE, MACON, GEORGIA 31204
(Address of Principal Executive Offices) (Zip Code)
Issuer's Telephone Number
(912) 722-6200SAME AS ABOVE
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. X Yes No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes No
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:
3,372,969 Shares of $1.00 par value common stock as of September 30, 2000
Transitional Small Business Disclosure Format (Check One): Yes No
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SNB BANCSHARES, INC. AND SUBSIDIARIES |
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INDEX |
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Page Number |
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PART I |
Financial Information |
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Condensed Consolidated Balance Sheets |
1 |
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Condensed Consolidated Statements of Income for Three Months Ended September 30, 2000 and 1999 |
2 |
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Condensed Consolidated Statements of Comprehensive Income for Three Months Ended September 30, 2000 and 1999 |
3 |
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Condensed Consolidated Statements of Income for Nine Months Ended September 30, 2000 and 1999 |
4 |
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Condensed Consolidated Statements of Comprehensive Income for Nine Months Ended September 30, 2000 and 1999 |
5 |
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Condensed Consolidated Statements of Cash Flows for Nine Months Ended September 30, 2000 and 1999 |
6 |
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Notes to Condensed Consolidated Financial Statements |
7 |
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Management's Discussion and Analysis of Financial Condition and Results of Operations |
14 |
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PART II |
Other Information |
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ITEM 1 Legal Proceedings |
22 |
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ITEM 2 Changes in Securities |
22 |
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ITEM 3 Defaults Upon Senior Securities |
22 |
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ITEM 4 Submission of Matters to a Vote of Security Holders |
22 |
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ITEM 5 Other Information |
23 |
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ITEM 6 Exhibits and Reports on Form 8-K |
23 |
PART I, ITEM 1
Financial Information
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SNB BANCSHARES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS ($ IN THOUSANDS) |
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ASSETS |
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September 30, 2000 (Unaudited) |
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December 31, 1999 |
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Cash and Due from Banks |
$ 18,263 |
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$ 15,005 |
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Federal Funds Sold |
6,601 |
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6,125 |
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Investments Securities |
43,631 |
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45,087 |
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Loans |
284,256 |
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205,102 |
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Premises and Equipment |
8,879 |
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8,284 |
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Other Real Estate |
209 |
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125 |
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Other Assets |
6,324 |
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3,755 |
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Total Assets |
$368,163 |
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$283,483 |
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LIABILITIES AND STOCKHOLDERS' EQUITY |
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Deposits |
$285,365 |
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$237,418 |
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Demand Notes to U.S. Treasury |
1,353 |
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435 |
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Other Borrowed Money |
48,218 |
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15,389 |
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Other Liabilities |
3,120 |
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2,768 |
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338,056 |
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256,010 |
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Stockholders' Equity |
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Common Stock, Par Value $1 Per Share; Authorized 10,000 Shares, Issued 3,373 and 3,341 Shares, Respectively |
3,373 |
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3,341 |
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Paid-In Capital |
12,967 |
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12,612 |
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Retained Earnings |
13,966 |
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11,979 |
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Accumulated Other Comprehensive Income (Loss), Net of Tax |
(199) |
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(459) |
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30,107 |
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27,473 |
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Total Liabilities and Stockholders' Equity |
$368,163 |
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$283,483 |
The accompanying notes are an integral part of these condensed consolidated balance sheets.
PART I, ITEM 1 (CONTINUED)
Financial Information
|
SNB BANCSHARES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME FOR THE THREE MONTHS ENDED SEPTEMBER 30 (UNAUDITED) ($ IN THOUSANDS, EXCEPT PER SHARE AND SHARE AMOUNTS) |
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2000 |
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1999 |
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Interest Income |
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Loans, Including Fees |
$ 6,352 |
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$ 4,558 |
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Federal Funds Sold |
86 |
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92 |
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Investment Securities |
635 |
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478 |
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Other |
58 |
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2 |
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7,131 |
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5,130 |
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Interest Expense |
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Deposits |
2,948 |
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2,072 |
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Federal Funds Purchased |
29 |
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3 |
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Demand Notes Issued to the U.S. Treasury |
12 |
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6 |
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FHLB Loans |
608 |
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48 |
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Repurchase Agreements |
55 |
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40 |
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Other |
3 |
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3 |
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3,655 |
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2,172 |
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Net Interest Income |
3,476 |
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2,958 |
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Provision for Loan Losses |
462 |
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190 |
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Net Interest Income After Provision for Loan Losses |
3,014 |
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2,768 |
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Noninterest Income |
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Service Charges on Deposits |
501 |
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406 |
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Other Service Charges, Commissions and Fees |
550 |
|
176 |
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Securities Losses |
- |
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(1) |
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Mortgage Origination Fees |
823 |
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157 |
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Other |
160 |
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43 |
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2,034 |
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781 |
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Noninterest Expense |
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Salaries and Employee Benefits |
2,186 |
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1,356 |
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Occupancy and Equipment |
524 |
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388 |
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Office Supplies and Printing |
82 |
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53 |
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Other |
898 |
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677 |
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3,690 |
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2,474 |
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Income Before Income Taxes |
1,358 |
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1,075 |
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Income Taxes |
462 |
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286 |
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Net Income |
$ 896 |
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$ 789 |
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Basic Earnings Per Share |
$ 0.27 |
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$ 0.24 |
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Diluted Earnings Per Share |
$ 0.27 |
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$ 0.23 |
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Weighted Average Common Shares Outstanding |
3,356,797 |
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3,340,624 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
PART I, ITEM 1 (CONTINUED)
Financial Information
|
SNB BANCSHARES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE THREE MONTHS ENDED SEPTEMBER 30 (UNAUDITED) ($ IN THOUSANDS) |
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2000 |
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1999 |
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Net Income |
$ 896 |
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$ 789 |
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Other Comprehensive Income, Net of Income Tax |
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Unrealized Holding Gains (Losses) |
272 |
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(61) |
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Comprehensive Income |
$1,168 |
|
$ 728 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
PART I, ITEM 1 (CONTINUED)
Financial Information
|
SNB BANCSHARES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME FOR THE NINE MONTHS ENDED SEPTEMBER 30 (UNAUDITED) ($ IN THOUSANDS, EXCEPT PER SHARE AND SHARE AMOUNTS) |
|||
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2000 |
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1999 |
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Interest Income |
|
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Loans, Including Fees |
$ 16,681 |
|
$ 13,285 |
|
Federal Funds Sold |
258 |
|
150 |
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Investment Securities |
1,877 |
|
1,572 |
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Other |
70 |
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3 |
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|
18,886 |
|
15,010 |
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Interest Expense |
|
|
|
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Deposits |
7,587 |
|
5,895 |
|
Federal Funds Purchased |
140 |
|
51 |
|
Demand Notes Issued to the U.S. Treasury |
30 |
|
16 |
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FHLB Loans |
932 |
|
135 |
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Repurchase Agreements |
145 |
|
98 |
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Other |
14 |
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10 |
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8,848 |
|
6,205 |
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Net Interest Income |
10,038 |
|
8,805 |
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|
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Provision for Loan Losses |
961 |
|
528 |
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Net Interest Income After Provision for Loan Losses |
9,077 |
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8,277 |
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Noninterest Income |
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Service Charges on Deposits |
1,334 |
|
1,139 |
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Other Service Charges, Commissions and Fees |
907 |
|
514 |
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Securities Losses |
(11) |
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(2) |
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Mortgage Origination Fees |
1,017 |
|
503 |
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Other |
314 |
|
120 |
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|
3,561 |
|
2,274 |
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Noninterest Expense |
|
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Salaries and Employee Benefits |
4,871 |
|
3,922 |
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Occupancy and Equipment |
1,306 |
|
1,105 |
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Office Supplies and Printing |
226 |
|
204 |
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Other |
2,172 |
|
1,834 |
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8,575 |
|
7,065 |
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Income Before Income Taxes |
4,063 |
|
3,486 |
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Income Taxes |
1,389 |
|
1,098 |
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Net Income |
$ 2,674 |
|
$ 2,388 |
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Basic Earnings Per Share |
$ 0.80 |
|
$ 0.71 |
|
Diluted Earnings Per Share |
$ 0.79 |
|
$ 0.71 |
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Weighted Average Common Shares Outstanding |
3,347,825 |
|
3,340,624 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
PART I, ITEM 1 (CONTINUED)
Financial Information
|
SNB BANCSHARES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE NINE MONTHS ENDED SEPTEMBER 30 (UNAUDITED) ($ IN THOUSANDS) |
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2000 |
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1999 |
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Net Income |
$2,674 |
|
$2,388 |
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Other Comprehensive Loss, Net of Income Tax |
|
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|
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Unrealized Holding Gains (Losses) |
260 |
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(498) |
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Comprehensive Income |
$2,934 |
|
$1,890 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
PART I, ITEM 1 (CONTINUED)
Financial Information
|
SNB BANCSHARES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30 (UNAUDITED) ($ IN THOUSANDS) |
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2000 |
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1999 |
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Cash Provided by Operations |
$ 1,883 |
|
$ 3,150 |
|
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Cash Flows from Investing Activities |
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Purchases of Securities Available for Sale |
(8,716) |
|
(24,775) |
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Sale of Securities Available for Sale |
3,216 |
|
1,873 |
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Maturities of Securities Available for Sale |
6,585 |
|
22,519 |
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Maturities of Securities Held to Maturity |
752 |
|
1,138 |
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Net Loans Made to Customers |
(80,512) |
|
(18,476) |
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Purchase of Premises and Equipment, Net |
(1,200) |
|
(789) |
|
Proceeds from Sale of Other Real Estate |
331 |
|
424 |
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(79,544) |
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(18,086) |
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Cash Flows from Financing Activities |
|
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Net Decrease in Noninterest-Bearing Deposits |
(2,478) |
|
(9,099) |
|
Net Increase in Interest-Bearing Deposits |
50,425 |
|
18,154 |
|
Repayment of Federal Funds Purchased |
(9,191) |
|
1,461 |
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Repayment of Demand Note to the U.S. Treasury |
918 |
|
838 |
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Proceeds From (Principal Payments on) Other Borrowed Money |
42,020 |
|
(107) |
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Issuance of Common Stock |
388 |
|
- |
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Dividends Paid |
(687) |
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(635) |
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81,395 |
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10,612 |
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Net Increase (Decrease) in Cash and Cash Equivalents |
3,734 |
|
(4,324) |
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Cash and Cash Equivalents, Beginning |
21,130 |
|
24,481 |
|
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Cash and Cash Equivalents, Ending |
$ 24,864 |
|
$ 20,157 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
PART I, ITEM 1 (CONTINUED)
Financial Information
SNB BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(1) Basis of Presentation
The consolidated financial statements include SNB Bancshares, Inc. (the Company) and its wholly-owned subsidiaries, Security Bank of Bibb County (formerly Security National Bank), located in Macon, Georgia and Security Bank of Houston County (formerly Crossroads Bank of Georgia), located in Perry, Georgia (the Banks). The financial statements of Security Bank of Bibb County include its wholly-owned subsidiary, Fairfield Financial Services, Inc. from its formation on August 1, 2000 through September 30, 2000. All intercompany accounts have been eliminated in consolidation.
The financial information included herein is unaudited; however, such information reflects all adjustments which are, in the opinion of management, necessary to fairly state the financial position and results of operations for the interim periods presented.
(2) Loans
Loans as of September 30, 2000 are comprised of the following:
|
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($ in Thousands) |
|
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|
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Commercial |
$ 38,936 |
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Real Estate-Construction |
49,611 |
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Real Estate-Other |
175,200 |
|
Installment Loans to Individuals for Personal Expenditures |
20,174 |
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All Other |
3,347 |
|
|
|
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|
287,268 |
|
Allowance for Loan Losses |
(2,819) |
|
Unearned Interest and Fees |
(193) |
|
|
|
|
|
$284,256 |
Loans are generally reported at principal amount less unearned interest and fees. Impaired loans are recorded under Statement of Financial Accounting Standards (SFAS) No. 114, Accounting by Creditors for Impairment of a Loan and SFAS No. 118, Accounting by Creditors for Impairment of a Loan-Income Recognition and Disclosures. Impaired loans are loans for which principal and interest are unlikely to be collected in accordance with the original loan terms and, generally, represent loans delinquent in excess of 90 days which have been placed on nonaccrual status and for which collateral values are less than outstanding principal and interest. Small balance, homogeneous loans are excluded from impaired loans. Generally, interest payments received on impaired loans are applied to principal. Upon receipt of all loan principal, additional interest payments are recognized as interest income on the cash basis.
Other nonaccrual loans are loans for which payments of principal and interest are considered doubtful of collection under original terms but collateral values equal or exceed outstanding principal and interest.
PART I, ITEM 1 (CONTINUED)
Financial Information
(3) Earnings Per Share
Statement of Financial Accounting Standards No. 128 establishes standards for computing and presenting basic and diluted earnings per share. Basic earnings per share is calculated and presented based on income available to common stockholders divided by the weighted average number of shares outstanding during the reporting periods. Diluted earnings per share reflects the potential dilution that would occur if warrants and options were exercised and converted into common stock. The following presents earnings per share for the three and nine months ended September 30, 2000 under the requirements of SFAS 128:
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Three Months Ended September 30, 2000 |
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Nine Months Ended September 30, 2000 |
|
|
|
|
|
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Basic Earnings Per Share |
|
|
|
|
|
Net Income Per Common Share |
|
$0.27 |
|
$0.80 |
|
Weighted Average Common Shares |
|
3,356,797 |
|
3,347,825 |
|
|
|
|
|
|
|
Diluted Earnings Per Share |
|
|
|
|
|
Net Income Per Common Share |
|
$0.27 |
|
$0.79 |
|
Weighted Average Common Shares |
|
3,356,325 |
|
3,370,910 |
The assumed exercise of stock options is included in the diluted earnings per share computation using the treasury stock method and assuming an average market price for SNB Bancshares, Inc. stock of $13.0556 and $14.8219 for the three and nine month periods, respectively. SNB's stock is quoted on the NASDAQ market under the symbol SNBJ.
(4) Allowance for Loan Losses
The allowance method is used in providing for losses on loans. Accordingly, all loan losses decrease the allowance and all recoveries increase it. The provision for loan losses is based on factors which, in management's judgment, deserve current recognition in estimating possible loan losses. Such factors considered by management include growth and composition of the loan portfolio, economic conditions and the relationship of the allowance for loan losses to outstanding loans.
An allowance for loan losses is maintained for all impaired loans. Provisions are made for impaired loans upon changes in expected future cash flows or estimated net realizable value of collateral. When determination is made that impaired loans are wholly or partially uncollectible, the uncollectible portion is charged off.
PART I, ITEM 1 (CONTINUED)
Financial Information
(4) Allowance for Loan Losses (Continued)
The following table presents the Company
's loan loss experience on all loans for the three months ended September 30:|
|
($ in Thousands) |
||
|
|
|
|
|
|
|
2000 |
|
1999 |
|
|
|
|
|
|
Allowance for Loan Losses, July 1 |
$2,467 |
|
$2,258 |
|
|
|
|
|
|
Charge-Offs |
|
|
|
|
Commercial, Financial and Agricultural |
47 |
|
55 |
|
Real Estate - Mortgage |
- |
|
- |
|
Consumer |
70 |
|
42 |
|
|
|
|
|
|
|
117 |
|
97 |
|
|
|
|
|
|
Recoveries |
|
|
|
|
Commercial, Financial and Agricultural |
2 |
|
- |
|
Real Estate - Mortgage |
- |
|
- |
|
Consumer |
5 |
|
5 |
|
|
|
|
|
|
|
7 |
|
5 |
|
|
|
|
|
|
Net Charge-Offs |
(110) |
|
(92) |
|
|
|
|
|
|
Provision for Loan Losses |
462 |
|
190 |
|
|
|
|
|
|
Allowance for Loan Losses, September 30 |
$2,819 |
|
$2,356 |
|
|
|
|
|
|
Ratio of Net Recoveries to Average Loans |
(0.05)% |
|
(0.05)% |
PART I, ITEM 1 (CONTINUED)
Financial Information
(4) Allowance for Loan Losses (Continued)
The following table presents the Company
's loan loss experience on all loans for the nine months ended September 30:|
|
($ in Thousands) |
||
|
|
|
|
|
|
|
2000 |
|
1999 |
|
|
|
|
|
|
Allowance for Loan Losses, January 1 |
$2,327 |
|
$2,070 |
|
|
|
|
|
|
Charge-Offs |
|
|
|
|
Commercial, Financial and Agricultural |
110 |
|
68 |
|
Real Estate - Mortgage |
- |
|
- |
|
Consumer |
415 |
|
249 |
|
|
|
|
|
|
|
525 |
|
317 |
|
|
|
|
|
|
Recoveries |
|
|
|
|
Commercial, Financial and Agricultural |
3 |
|
38 |
|
Real Estate - Mortgage |
- |
|
- |
|
Consumer |
53 |
|
37 |
|
|
|
|
|
|
|
56 |
|
75 |
|
|
|
|
|
|
Net Charge-Offs |
(469) |
|
(242) |
|
|
|
|
|
|
Provision for Loan Losses |
961 |
|
528 |
|
|
|
|
|
|
Allowance for Loan Losses, September 30 |
$2,819 |
|
$2,356 |
|
|
|
|
|
|
Ratio of Net Recoveries to Average Loans |
(0.20)% |
|
(0.06)% |
(5) Investment Securities
The Bank records investment securities under Statement of Financial Accounting Standards (SFAS) No. 115, Accounting for Certain Investments in Debt and Equity Securities. In accordance with the provisions of SFAS 115, the Bank elected to classify securities individually as either available for sale or held to maturity. Securities classified as held to maturity are recorded at amortized cost. Those classified as available for sale are adjusted to market value through a tax-effected increase or reduction in stockholders' equity.
PART I, ITEM 1 (CONTINUED)
Financial Information
(5) Investment Securities (Continued)
Investment securities as of September 30, 2000 are summarized as follows:
|
Securities Available for Sale |
Amortized Cost |
|
Gross Unrealized Gains |
|
Gross Unrealized Losses |
|
Fair Value |
|
|
($ in Thousands) |
||||||
|
|
|
|
|
|
|
|
|
|
U.S. Treasuries |
$ 1,005 |
|
$ 7 |
|
|
|
$ 1,012 |
|
U.S. Government Agencies |
|
|
|
|
|
|
|
|
Mortgage Backed |
10,516 |
|
12 |
|
$(160) |
|
10,368 |
|
Other |
19,753 |
|
35 |
|
(303) |
|
19,485 |
|
State, County and Municipal |
7,420 |
|
77 |
|
(64) |
|
7,433 |
|
Other |
3,077 |
|
93 |
|
|
|
3,170 |
|
|
|
|
|
|
|
|
|
|
|
$41,771 |
|
$224 |
|
$(527) |
|
$41,468 |
|
Securities Held to Maturity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
State, County and Municipal |
$ 2,163 |
|
$ 26 |
|
$ (1) |
|
$ 2,188 |
Unrealized holding losses, net of tax, on securities available for sale in the amount of $199,000 have been charged to stockholders' equity as of September 30, 2000.
(6) Other Borrowed Money
Other borrowed money is comprised of the following as of September 30, 2000:
|
|
|
($ in Thousands) |
|
Advances from the Federal Home Loan Bank (FHLB) with Maturities in Varying Amounts Through June 18, 2003 and Having Interest Rates Ranging from 6.11 Percent to 7.19 Percent. Under the Blanket Agreement for Advances and Security Agreement with the FHLB, Residential First Mortgage Loans and Certain Investment Securities Are Pledged as Collateral for the FHLB Advances Outstanding. |
|
$43,989 |
|
|
|
|
|
Securities Sold Under Agreement to Repurchase |
|
4,141 |
|
|
|
|
|
Obligations Under Capital Lease |
|
88 |
|
|
|
|
|
Total Other Borrowed Money |
|
$48,218 |
Maturities of all FHLB advances for each of the ensuing years are as follows:
|
Year |
|
Amount |
|
|
|
|
|
2000 |
|
$12,989 |
|
2001 |
|
20,000 |
|
2002 |
|
5,000 |
|
2003 |
|
6,000 |
|
|
|
|
|
Total |
|
$43,989 |
PART I, ITEM 1 (CONTINUED)
Financial Information
(7) Stockholders
' EquityDuring 1996, the board of directors of SNB Bancshares, Inc. adopted the 1996 incentive stock option plan which granted key officers the right to purchase 62,500 shares of common stock at the price of $9.00, as adjusted for stock splits, representing the market value of the stock at the date of the option grant. Option holders may exercise in accordance with a vesting schedule beginning with 20 percent the first year and increasing 20 percent for each year thereafter such that 100 percent of granted options may be exercised by the end of the fifth year. Unexercised options expire at the end of the tenth year.
In 1999, the board of directors of SNB Bancshares, Inc. adopted an additional incentive stock option plan which authorized the granting to certain officers and key employees rights to purchase 125,000 shares of common stock at a price representing the market value of the stock at the date of the option grant. In May 1999, 73,500 options were granted at the price of $18.50 per share and 10,000 options were granted at $17.94 per share in September 1999. An additional 25,500 options were granted at $13.00 per share in August 2000 under this same plan. The terms of the 1999 incentive stock option plan are essentially the same as the 1996 incentive stock option plan.
A summary of option transactions for the nine months ended September 30, 2000 follows:
|
|
|
Incentive Stock Options |
|
|
|
|
|
Granted |
|
171,500 |
|
Canceled |
|
- |
|
Exercised |
|
- |
|
|
|
|
|
Outstanding, September 30, 2000 |
|
171,500 |
|
|
|
|
|
Eligible to be Exercised, September 30, 2000 |
|
66,700 |
The Company is required to maintain minimum amounts of capital to total
Arisk weighted@ assets, as defined by the banking regulations. As of September 30, 2000, the Company is required to have minimum Tier 1 and Total Capital Ratios of 4 percent and 8 percent, respectively, and a leverage ratio (Tier 1 Capital to average assets) of at least 4 percent. The Company's actual ratios as of September 30, 2000 are as follows:|
|
Actual |
|
Minimum |
|
|
|
|
|
|
Tier 1 Capital Ratio |
10.71% |
|
4.00% |
|
Total Capital Ratio |
11.71% |
|
8.00% |
|
Leverage Ratio |
9.98% |
|
4.00% |
(8) Noncash Financing Activities
Noncash investing activities for the nine months ended September 30 are as follows:
|
|
2000 |
|
1999 |
|
|
|
|
|
|
Acquisition of Real Estate through Loan Foreclosure |
$398,000 |
$ - |
PART I, ITEM 1 (CONTINUED)
Financial Information
(9) Other Comprehensive Income
For the nine months ended September 30, 2000, other comprehensive income is comprised of the following:
|
|
|
Before Tax |
|
Tax Effect |
|
Net of Tax |
|
|
|
($ in Thousands) |
||||
|
Unrealized Loss on Securities |
|
|
|
|
|
|
|
Loss Arising During Year |
|
$383 |
|
$130 |
|
$253 |
|
Reclassification Adjustment |
|
11 |
|
4 |
|
7 |
|
|
|
|
|
|
|
|
|
Net Unrealized Loss |
|
$394 |
|
$134 |
|
$260 |
(10) Acquisition of Assets
On July 31, 2000, Security Bank of Bibb County purchased the assets of Group Financial Southeast (dba Fairfield Financial) in a business combination accounted for as a purchase. The assets were placed in a newly formed subsidiary of Security Bank of Bibb County incorporated as Fairfield Financial Services, Inc. Fairfield Financial is primarily engaged in residential real estate mortgage lending in the state of Georgia. The results of operations of Fairfield Financial are included in the accompanying financial statements since the date of acquisition. The initial purchase price approximated $1.4 million, which consists of approximately $1.0 million in cash and 32,345 shares of SNB Bancshares stock valued at $388,140 at closing. The initial cost of the acquisition exceeded the fair value of the assets of Fairfield Financial by $988,000. The excess is recorded as goodwill and is being amortized on the straight-line method over 10 years.
The Asset Purchase Agreement provides for additional contingent payments of purchase price for years ended 2001-2005 based on the earnings of Fairfield Financial Services, Inc. The additional payments, if any, are to be payable in cash and stock. Cash payments for 2001 will equate to 60 percent of Fairfield Financial Services, Inc.'s earnings for the year. Stock payments for 2001 will be based on 40 percent of 2001 earnings utilizing a specific formula for determining number of shares. The number of shares issued during any year cannot exceed 75,000. The maximum number of shares under the agreement cannot exceed 300,000 for years 2001-2005. All additional payments of cash and stock will be charged to goodwill and amortized over the remaining years of the original 10-year amortization period. If Fairfield Financial sustains losses, no additional purchase price payments are due.
PART I, ITEM 2
Financial Information
SNB BANCSHARES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following narrative presents management's discussion and analysis of SNB Bancshares, Inc. and Subsidiaries (SNB's) financial condition and results of operations as of and for the nine-month periods ended September 30, 2000 and 1999. The historical financial statements of SNB are set forth elsewhere herein. This discussion should be read in conjunction with those financial statements and the other financial information included in this report. SNB owns and operates Security Bank of Bibb County (Bibb) and Security Bank of Houston County (Houston). Security Bank of Bibb County owns and operates Fairfied Financial Services, Inc. (Fairfield). Fairfield was incorporated with acquired assets and began operation on August 1, 2000. SNB and its wholly-owned subsidiaries are collectively known as Athe Company.@
Overview
The Company
's net income for the three-month and nine-month periods ended September 30, 2000 was $896,000 or $0.27 diluted earnings per share and $2,674,000 or $0.79 diluted earnings per share, respectively, compared to $789,000 or $0.23 and $2,388,000 or $0.71 in the same three-month and nine-month periods of the preceding year. The increase in net income for the three months and nine months ended September 30, 2000 primarily relates to the above average growth of the Company's loan portfolio brought about largely from the acquisition of the assets of Group Financial Southeast, a Macon based mortgage operation.The Company recorded an annualized return on average assets of 1.18 percent for the nine-month period ended September 30, 2000 compared to 1.27 percent for the same period in 1999. Return on average equity of 12.41 percent was recorded for the nine-month period ended September 30, 2000, compared to 11.99 percent for the same period in 1999.
At September 30, 2000, the Company had total assets of $368 million compared to $283 million at December 31, 1999. Management, again, attributes the majority of this increase to the above average growth of the Company
's loan portfolio. At September 30, 1999, the Company had total assets of $265 million compared to $252 million at December 31, 1998. Total interest-earning assets increased $78 million or 30.47 percent from $334 million or 90.85 percent of total assets as of September 30, 2000, compared to $256 million or 90.42 percent of total assets as of December 31, 1999. One hundred percent of this increase was realized entirely in the loan portfolio.Financial Condition
Cash and Cash Equivalents
Cash and due from banks increased approximately $3.3 million or 22.00 percent to $18.3 million at September 30, 2000 from $15 million at December 31, 1999. Federal funds sold increased by $0.5 million or 8.20 percent to $6.6 million at September 30, 2000 from $6.1 million at December 31, 1999. The source of these increases are most evident in the analysis of the Company
's cash flows from financing activities, which provided cash inflows to the Company of $81.4 million.PART I, ITEM 2 (CONTINUED)
Financial Information
Financial Condition (Continued)
Investment Securities
Investment securities have decreased $1.5 million or 3.33 percent since December 31, 1999 when investment securities totaled $45.1 million. As of September 30, 2000, investment securities totaled $43.6 million. While continuing to strategically manage the Company
's interest rate sensitive assets and liabilities, management has shifted more assets from the investment portfolio to accommodate the increased loan demand. The Company 's investment in securities is largely centered in U.S. Government Agency securities.Loans Receivable, Net
Aggregate loans receivable totaled $284.3 million at September 30, 2000, an increase of $79.2 million or 38.62 percent from $205.1 million at December 31, 1999. As a result of the April 2000 announcement of the purchase of Group Financial Southeast (Fairfield Financial), a residential real estate mortgage company based in Macon, Georgia, the Company has experienced above average growth in the loan portfolio. The majority of new loans being funded are construction and other real estate loans. Real estate construction loans have increased 206.17 percent from $16.2 million as of December 31, 1999 to $49.6 million as of September 30, 2000. Other real estate secured loans have increased as well, from $129.6 million as of December 31, 1999 to $175.2 million as of September 30, 2000, an increase of 35.19 percent. As of September 30, 2000, real estate secured loans comprised 78.26 percent of the Company
's loan portfolio compared to 70.24 percent as of December 31, 1999.Nonperforming Assets
The Company
's total nonperforming assets remained the same at approximately $2.0 million or 0.5 percent of total assets at September 30, 2000 compared to $1.4 million or 0.5 percent at December 31, 1999. Nonperforming loans increased $499,000 or 38.2 percent from $1.3 million at December 31, 1999 to approximately $1.8 million at September 30, 2000. The amount of other real estate owned that was held by the Company on September 30, 2000 amounted to $209,000, an increase of $84,000 or 67.2 percent since December 31, 1999.PART I, ITEM 2 (CONTINUED)
Financial Information
Financial Condition (Continued)
Nonperforming Assets (Continued)
The following table presents the Company
's nonperforming assets as of September 30, 2000:|
|
|
($ in Thousands) |
|
|
|
|
|
Impaired and Other Nonaccrual Loans |
|
$1,210 |
|
Loans Past Due 90 Days or More and Still Accruing Interest |
|
595 |
|
Restructured Loans not Included in the Above |
|
- |
|
|
|
|
|
Total Nonperforming Loans |
|
1,805 |
|
|
|
|
|
Other Real Estate Owned |
|
209 |
|
|
|
|
|
Total Nonperforming Assets |
|
$2,014 |
Deposits
Deposits increased $48 million or 20.22 percent from $237.4 million at December 31, 1999 to $285.3 million at September 30, 2000. Interest-bearing deposits showed an increase of $50.4 million or 27.07 percent over the same time period. The majority of this deposit growth ($45.8 million) was evidenced in the second and third quarters of 2000 and is also considered to be a direct result of the Fairfield Financial acquisition.
Other Borrowed Money
Other borrowed money amounted to $48.2 million as of September 30, 2000, an increase of 212.99 percent since December 31, 1999 when other borrowed money totaled $15.4 million. Borrowings from the Federal Home Loan Bank (FHLB) amounted to $44.0 million or 91.7 percent of total other borrowed money as of September 30, 2000. Management utilized the majority of these borrowings to fund the additional loan requests.
Equity
At September 30, 2000, total equity was $30.1 million or 8.17 percent of total assets compared to $27.5 million or 9.69 percent of total assets as of December 31, 1999. Total equity increased primarily due to the retention of net income during the intervening period, net of dividends paid. However, the growth in equity was outpaced by the growth in asset during this period, resulting in a decrease in equity ratios.
PART I, ITEM 2 (CONTINUED)
Financial Information
Results of Operations
Net Income
The Company's net income increased 13.56 percent to $896,000 for the three months ended September 30, 2000, and 11.98 percent to $2,674,000 for the nine months ended September 30, 2000 compared to $789,000 and $2,388,000 recorded in the comparable prior periods. This increase in net income is primarily due to above average loan growth resulting in 39.4 and 25.6 percent increases in interest and fees on loans for the three- and nine-month periods, respectively. The Company managed to keep noninterest expenses relatively constant during this growth period, further contributing to an increase in net income for the two periods. Noninterest expense for the three- and nine-month periods ended September 30, 2000 increased 49.15 and 21.37 percent, respectively.
Net Interest Income
The Company's net interest margin increased 17.5 percent for the comparable three-month periods and increased 14.0 percent for the comparable nine-month periods. Net interest income before the provision for loan losses amounted to $3.4 million and $10.0 million for the three- and nine-month periods ended September 30, 2000, respectively, versus $3.0 million and $8.8 million for the comparable periods ended September 30, 1999, respectively.
Total interest income increased to $7.1 million and $18.9 million for the three- and nine-month periods ended September 30, 2000, respectively, from $5.1 million and $15 million during the comparable prior year periods, respectively. Again, the increase is primarily due to an increase in loans of 45.4 percent as of September 30, 2000 compared to September 30, 1999.
Total interest expense increased 68.3 percent and 42.6 percent for the three months and nine months ended September 30, 2000, respectively, compared to the prior periods ended September 30, 1999. This increase was primarily the result of additional borrowings needed to fund loan growth along with an increase in interest rates during the periods.
PART I, ITEM 2 (CONTINUED)
Financial Information
Results of Operations (Continued)
The following table presents the effective yields and costs of funds for the nine-month periods ended September 30:
Average Balance Sheets
|
|
|
Average Balance Nine Months Ended September 30 |
|
Rate/Yield Nine Months Ended September 30 |
||||
|
|
|
2000 |
|
1999 |
|
2000 |
|
1999 |
|
|
|
($ in Thousands) |
|
|
|
|
||
|
Interest-Earning Assets |
|
|
|
|
|
|
|
|
|
Loans |
|
$232,657 |
|
$186,153 |
|
9.55% |
|
9.52% |
|
Securities |
|
41,508 |
|
36,037 |
|
6.59 |
|
6.36 |
|
Federal Funds Sold |
|
5,079 |
|
4,398 |
|
6.77 |
|
4.55 |
|
Interest-Bearing Due From Banks |
|
304 |
|
- |
|
8.88 |
|
0.00 |
|
|
|
|
|
|
|
|
|
|
|
Total Interest-Earning Assets |
|
$279,548 |
|
$226,588 |
|
9.06% |
|
8.92% |
|
|
|
|
|
|
|
|
|
|
|
Interest-Bearing Liabilities |
|
|
|
|
|
|
|
|
|
Deposits |
|
$201,866 |
|
$218,036 |
|
5.01% |
|
3.60% |
|
Borrowings |
|
25,993 |
|
8,241 |
|
6.47 |
|
5.02 |
|
|
|
|
|
|
|
|
|
|
|
Total Interest-Bearing Liabilities |
|
$227,859 |
|
$226,277 |
|
5.18% |
|
3.66% |
|
|
|
|
|
|
|
|
|
|
|
Interest Rate Spread |
|
|
|
|
|
3.88% |
|
5.26% |
|
|
|
|
|
|
|
|
|
|
|
Net Interest Margin |
|
|
|
|
|
4.85% |
|
5.27% |
The following table provides a detailed analysis of the changes in interest income and interest expense due to changes in rate and volume for the nine months ended September 30, 2000 compared to the nine months ended September 30, 1999.
PART I, ITEM 2 (CONTINUED)
Financial Information
Results of Operations (Continued)
|
Rate/Volume Analysis |
|
Changes From 2000 to 1999 (1) |
||||
|
|
|
Volume |
|
Rate |
|
Net Change |
|
|
|
($ in Thousands) |
||||
|
Interest Income |
|
|
|
|
|
|
|
Loans |
|
$4,425 |
|
$ 88 |
|
$4,513 |
|
Securities |
|
348 |
|
96 |
|
444 |
|
Federal Funds Sold |
|
31 |
|
113 |
|
144 |
|
Interest-Bearing Due From Banks |
|
- |
|
27 |
|
27 |
|
|
|
|
|
|
|
|
|
Total Interest Income |
|
4,804 |
|
324 |
|
5,128 |
|
|
|
|
|
|
|
|
|
Interest Expense |
|
|
|
|
|
|
|
Deposits |
|
(583) |
|
2,839 |
|
2,256 |
|
Borrowings |
|
892 |
|
376 |
|
1,268 |
|
|
|
|
|
|
|
|
|
Total Interest Expense |
|
309 |
|
3,215 |
|
3,524 |
|
|
|
|
|
|
|
|
|
Net Interest Income |
|
$4,495 |
|
$(2,891) |
|
$1,604 |
(1) Changes in net interest income for the periods, based on either changes in average balances or changes in average rates for interest-earning assets and interest-bearing liabilities, are shown on this table. During each year there are numerous and simultaneous balance and rate changes; therefore, it is not possible to precisely allocate the changes between balances and rates. For the purpose of this table, changes that are not exclusively due to balance changes or rate changes have been attributed to rates.
Provision for Loan Losses
The Company establishes a provision for loan losses, which is charged to operations, in order to maintain the allowance for loan losses at a level which is deemed to be appropriate by management. The amount of this provision is based upon an assessment of prior loss experience, the volume and type of lending presently being conducted by the Company, industry standards, past due loans, economic conditions of the Company
's market area and other factors related to the collectability of the Company's loan portfolio. For the three- and nine-month periods ended September 30, 2000, the provision for loan losses amounted to $462,000 and $961,000, respectively. The provision for loan losses was $190,000 and $528,000 for the three- and nine-month periods ended September 30, 1999, respectively.Although management utilizes its best judgment in providing for inherent losses, there can be no assurance that the Company will not have to increase its provisions for loan losses in the future as a result of future increases in nonperforming loans or for other reasons which could adversely affect the Company
's results of operations. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the allowance for loan losses. Such agencies may require the Company to recognize additions to the allowance for loan losses based on their judgments of information that is available to them at the time of their examination.
PART I, ITEM 2 (CONTINUED)
Financial Information
Results of Operations (Continued)
Noninterest Income and Expense
Noninterest income for the three months and nine months ended September 30, 2000 totaled $2,034,000 and $3,561,000, respectively, compared to $781,000 and $2,274,000 for the comparable prior periods, respectively. The increase was largely the result of an increase in deposit account service charges. Other service charges, commissions and fees increased 212.50 percent and 76.5 percent, and mortgage origination fees increased 424.2 percent and 102.2 percent for the three months and nine months ended September 30, 2000 from the comparable prior periods, respectively.
Total noninterest expense reflected increases of 49.15 and 21.37 percent for the three months and nine months ended September 30, 2000, respectively, compared to the same periods in 1999.
Income Taxes
Income tax expense totaled $462,000 and $1,389,000 for the three- and nine-months period ended September 30, 2000, respectively, compared to $286,000 and $1,098,000 for the comparable prior periods, respectively. These amounts resulted in the effective tax rates of 34 percent for 2000 and 1999.
Liquidity and Capital Adequacy
Stockholders
' equity increased to $30.1 million at September 30, 2000 due primarily to retention of earnings, net of dividends paid. Unrealized losses on investment securities available for sale totaled $199,000 at September 30, 2000. It is management's intention to continue paying a reasonable return on stockholders' investment while retaining adequate earnings to allow for continued growth.The Federal Reserve Board measures capital adequacy for bank holding companies by using a risk-based capital frame-work and by monitoring compliance with minimum leverage ratio guidelines. The minimum ratio of total risk-based capital to risk-adjusted assets is 8 percent at September 30, 2000, of which 4 percent must be Tier 1 capital. The Company
's total risk-based capital ratio was 11.71 percent at September 30, 2000. The Company's Tier 1 risk-based capital ratio was 10.71 percent at September 30, 2000.In addition, the Federal Reserve Board has established minimum leverage ratio guidelines for bank holding companies. Those guidelines provide for a minimum leverage ratio of 3 percent for financial institutions that meet certain criteria, including that they maintain the highest regulatory rating. All other financial institutions are required to maintain a leverage ratio of 4 percent. The Company
's leverage ratio was 9.98 percent at September 30, 2000.PART I, ITEM 2 (CONTINUED)
Financial Information
Results of Operations (Continued)
Liquidity and Capital Adequacy (Continued)
The Federal Deposit Insurance Corporation Improvement Act (FDICIA) establishes minimum capital requirements for all depository institutions and established five capital tiers:
Awell capitalized,@ Aadequately capitalized,@ Aunder-capitalized,@ Asignificantly under-capitalized@ and Acritically under-capitalized.@ FDICIA imposes significant restrictions on the operations of a bank that is not at least adequately capitalized. A depository institution's capital tier will depend upon where its capital levels are in relation to various other capital measures that include a risk-based capital measure, a leverage ratio capital measure and other factors. Under regulations adopted, for an institution to be well capitalized, it must have a total risk-based capital ratio of at least 10 percent, a Tier 1 risk-based capital ratio of at least 6 percent and a Tier 1 leverage ratio of at least 5 percent. Also, the institution may not be subject to any specific capital order or directive.At September 30, 2000, both of the Company
's subsidiary banks were in compliance with established guidelines.Market Risk and Interest Rate Risk
Market risk is the risk of loss from adverse changes in market prices and rates. The Company
's market risk arises primarily from interest rate risk inherent in its lending, investment and deposit taking activities. To that end, management actively monitors and manages its interest rate risk exposure.Forward Looking Statements
Within these financial statements we have included certain
Aforward looking statements@ concerning the future operations of the Company. It is management's desire to take advantage of the Asafe harbor@ provisions of the Private Securities Litigation Reform Act of 1995. This statement is for the express purpose of availing the Company of the protections of such safe harbor with respect to all Aforward looking statements@ contained in our financial statements. We have used Aforward looking statements@ to describe the future plans and strategies including our expectations of the Company's future financial results. Management's ability to predict results or the effect of future plans and strategy is inherently uncertain. Factors that could affect results include interest rate trends, competition, the general economic climate in the middle Georgia area, the southeastern United States region and the country as a whole, loan delinquency rates, Year 2000 uncertainties, and changes in federal and state regulations. These factors should be considered in evaluating the Aforward looking statements,@ and undue reliance should not be placed on such statements.ITEM 3
Quantitative and Qualitative Disclosures About Market Risk
Not Applicable.
PART II
Other Information
SNB BANCSHARES, INC. AND SUBSIDIARIES
ITEM 1
Legal Proceedings
Not Applicable.
ITEM 2
Changes in Securities (Limitations Upon Payment of Dividends)
The information required for limitations upon payment of dividends is incorporated herein by reference to the Company's annual report of 10-KSB, Exhibit 99(a) footnote 23, filed with the Securities and Exchange Commission for the year ended December 31, 1999 (File No. 000-23261).
ITEM 3
Defaults Upon Senior Securities
Not Applicable.
ITEM 4
Submission of Matters to a Vote of Security Holders
(a) Incorporated herein by reference to Page 1 of Company
Incorporated herein by reference to Page 2 of Company
Each of the four nominees named was unanimously voted in office by a total of 2,216,156 votes. A tabulation of the results of election of each of the four nominee directors is as follows:
|
Nominee |
|
For |
|
Against |
|
Withheld |
|
|
|
|
|
|
|
|
|
Robert C. Ham |
|
2,216,156 |
|
0 |
|
792 |
|
Robert T. Mullis |
|
2,216,156 |
|
0 |
|
290 |
|
H. Cullen Talton, Jr. |
|
2,216,156 |
|
0 |
|
589 |
|
Joe E. Timberlake, III |
|
2,216,156 |
|
0 |
|
562 |
PART II (CONTINUED)
ITEM 5
Other Information
Not Applicable.
ITEM 6
Exhibits and Reports on Form 8-K
|
|
|
|
|
Page |
|
|
|
|
|
|
|
(a) |
|
Exhibits Included Herein and Incorporated by Reference: |
|
|
|
|
|
|
|
|
|
|
|
3(a) -Articles of Incorporation -Filed as Exhibit 3.2 to the Registrant 's Registration Statement on Form S-4 (File No. 333-49977) Filed with the Commission onApril 13, 1999 and Incorporated Herein |
|
N/A |
|
|
|
|
|
|
|
|
|
3(b) -Bylaws -Filed as Exhibit 3.2 to the Registrant 's Registration Statement on Form S-4 (File No. 333-49977), Filed with the Commission onApril 13, 1999 and Incorporated Herein |
|
N/A |
|
|
|
|
|
|
|
|
|
11 -Statement Re Computation of Per Share Earnings |
|
Attachment |
|
|
|
|
|
|
|
|
|
27 -Financial Data Schedule |
|
Attachment |
|
|
|
|
|
|
|
(b) |
|
Reports on Form 8-K |
|
|
|
|
|
|
|
|
|
|
|
No reports on Form 8-K have been filed by the registrant during the quarter ended September 30, 2000. |
||
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, SNB Bancshares, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized:
SNB BANCSHARES, INC.
|
/S/ H. AVERETT WALKER President/Chief Executive Officer |
||
|
|
|
|
|
Date: 11/11/00 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/S/ MICHAEL T. O'DILLON Senior Vice-President/Treasurer/Chief Financial Officer |
||
|
|
|
|
|
Date:11/11/00 |
||
EXHIBIT NO. 11
STATEMENT OF COMPUTATION OF EARNINGS PER SHARE
|
|
|
Nine Months Ended September 30, 2000 |
|
Three Months Ended September 30, 2000 |
||||
|
|
|
Shares |
|
Earnings Per Share |
|
Shares |
|
Earnings Per Share |
|
|
|
(in Thousands) |
|
(in Thousands) |
||||
|
|
|
|
|
|
|
|
|
|
|
Basic Weighted Average Shares Outstanding |
|
3,348 |
|
$0.80 |
|
3,357 |
|
$0.27 |
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
|
|
|
|
|
|
|
|
Average Shares Outstanding |
|
3,348 |
|
|
|
3,357 |
|
|
|
Common Stock Equivalents |
|
23 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,371 |
|
$0.79 |
|
3,357 |
|
$0.27 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 1999 |
|
Three Months Ended September 30, 1999 |
||||
|
|
|
Shares |
|
Earnings Per Share |
|
Shares |
|
Earnings Per Share |
|
|
|
(In Thousands) |
|
(in Thousands) |
||||
|
|
|
|
|
|
|
|
|
|
|
Basic Weighted Average Shares Outstanding |
|
3,341 |
|
$0.71 |
|
3,341 |
|
$0.24 |
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
|
|
|
|
|
|
|
|
Average Shares Outstanding |
|
3,341 |
|
|
|
3,341 |
|
|
|
Common Stock Equivalents |
|
32 |
|
|
|
32 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,373 |
|
$0.71 |
|
3,373 |
|
$0.23 |
|
|