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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
X Annual report pursuant to section 13 or 15(d) of the Securities Exchange
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Act of 1934 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: 0-25160
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ALABAMA NATIONAL BANCORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 63-1114426
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(State of incorporation (I.R.S. Employer Identification No.)
or organization)
1927 First Avenue North, Birmingham, AL 35203-4009
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(Address of principal executive offices) (Zip Code)
Securities registered pursuant to Section 12(b) of the Act: None
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Securities registered pursuant to Section 12(g) of the Act: Common Stock, $1.00
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par value
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Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), (2) has been subject to such filing requirements
for the past 90 days. Yes X No _____
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [_]
The aggregate market value of voting stock held by non-affiliates of the
registrant at March 12, 1998 was $173,391,634.
As of March 12, 1998, the registrant had outstanding 8,648,120 shares of its
common stock.
DOCUMENTS INCORPORATED BY REFERENCE IN THIS FORM 10-K:
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(i) The definitive Proxy Statement for the 1998 Annual Meeting of Alabama
National BanCorporation's stockholders is incorporated by reference
into Part III of this report.
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TABLE OF CONTENTS
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ITEM NO. PAGE NO.
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SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS............................... 2
PART I
1. Business........................................................... 3
Executive Officers................................................. 17
2. Properties......................................................... 17
3. Legal Proceedings.................................................. 17
4. Submission of Matters to a Vote of Security Holders................ 18
PART II
5. Market for Registrant's Common Equity and Related
Stockholder Matters................................................ 18
6. Selected Financial Data............................................ 19
7. Management's Discussion and Analysis of Financial
Condition and Results of Operations................................ 21
7A. Quantitative and Qualitative Disclosures About Market Risk......... 50
8. Financial Statements and Supplementary Data........................ 50
9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure................................ 51
PART III
10. Directors and Executive Officers of the Registrant................. *
11. Compensation of Executive Officers and Directors................... *
12. Security Ownership of Certain Beneficial Owners and Management..... *
13. Certain Relationships and Related Transactions..................... *
PART IV
14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.... 53
SIGNATURES ..................................................................... 54
</TABLE>
* Portions of the Proxy Statement for the Registrant's Annual Meeting of
Stockholders to be held on April 23, 1998 are incorporated by reference in Part
III of this Form 10-K.
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SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
This Annual Report on Form 10-K, other periodic reports filed by ANB under
the Securities Exchange Act of 1934, as amended, and any other written or oral
statements made by or on behalf of ANB may include "forward looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995 which
reflect ANB's current views with respect to future events and financial
performance. Such forward looking statements are based on general assumptions
and are subject to various risks, uncertainties, and other factors that may
cause actual results to differ materially from the views, beliefs and
projections expressed in such statements. These risks, uncertainties and other
factors include, but are not limited to:
(1) Possible changes in economic and business conditions that may affect
the prevailing interest rates, the prevailing rates of inflation, or the amount
of growth, stagnation, or recession in the global, U.S., and southeastern U.S.
economies, the value of investments, collectability of loans and the
profitability of business entities;
(2) Possible changes in monetary and fiscal policies, laws and
regulations, and other activities of governments, agencies and similar
organizations;
(3) The effects of easing of restrictions on participants in the financial
services industry, such as banks, securities brokers and dealers, investment
companies and finance companies, and attendant changes in patterns and effects
of competition in the financial services industry;
(4) The cost and other effects of legal and administrative cases and
proceedings, claims, settlements and judgments; and
(5) The ability of ANB to achieve the expected operating results related
to the acquired operations of recently-completed and future acquisitions (if
any), which depends on a variety of factors, including (i) the ability to ANB to
achieve the anticipated cost savings and revenue enhancements with respect to
the acquired operations, (ii) the assimilation of the acquired operations to
ANB's corporate culture, including the ability to instill ANB's credit practices
and efficient approach to the acquired operations, (iii) the continued growth of
the markets in which ANB operates consistent with recent historical experience,
(iv) the absence of material contingencies related to the acquired operations,
including asset quality and litigation contingencies, and (v) ANB's ability to
expand into new markets and to maintain profit margins in the face of pricing
pressures.
The words "believe," "expect," "anticipate," "project" and similar
expressions signify forward looking statements. Readers are cautioned not to
place undue reliance on any forward looking statements made by or on behalf of
ANB. Any such statement speaks only as of the date the statement was made. ANB
undertakes no obligation to update or revise any forward looking statements.
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PART I
ITEM 1. BUSINESS
Alabama National BanCorporation (the "Company" or "ANB") is a Delaware bank
holding company with its principal place of business in Birmingham, Alabama, and
its main office located at 1927 First Avenue North, Birmingham, Alabama 35203
(Telephone Number: (205) 583-3600). ANB is currently the parent of three
national banks, National Bank of Commerce of Birmingham ("NBC") (Birmingham,
Alabama and the Birmingham metropolitan area), Citizens & Peoples Bank, National
Association (Escambia County, Florida) and First Citizens Bank, National
Association (Talladega, Alabama); three state member banks, Alabama Exchange
Bank (Tuskegee, Alabama), Bank of Dadeville (Dadeville, Alabama) and First Gulf
Bank (Baldwin County, Alabama); and one state nonmember bank, First American
Bank (Decatur, Alabama) (collectively the "Banks"). In addition, ANB is
currently the ultimate parent of one securities brokerage firm, NBC Securities,
Inc. (Birmingham, Alabama); one receivables factoring company, Corporate
Billing, Inc. (Decatur, Alabama); one insurance agency, Ashland Insurance, Inc.
(Ashland, Alabama); and two "small loan"/finance companies, Clay County Finance
Company, Inc. (Ashland, Alabama) and Tuskegee Loan Company, Inc. (Tuskegee,
Alabama).
RECENT DEVELOPMENTS
FIRST AMERICAN BANCORP MERGER
Effective November 30, 1997, First American Bancorp ("FAB"), an Alabama
bank holding company with approximately $235 million in total assets as of
November 30, 1997, merged with and into ANB (the "FAB Merger") pursuant to that
certain Agreement and Plan of Merger dated as of July 24, 1997 (the "FAB Merger
Agreement"), resulting in (i) the stockholders of FAB becoming stockholders of
ANB and (ii) ANB becoming the parent stockholder of FAB's bank subsidiary, First
American Bank, an Alabama state banking corporation. The FAB Merger was
accounted for as a pooling of interests.
The FAB Merger Agreement generally provided, among other things, for the
merger of FAB with and into ANB, pursuant to which each of the 2,878,684
outstanding shares of FAB common stock were converted into the right to receive
0.7199 shares of ANB common stock, for a total of 2,071,966 shares of ANB Common
Stock (excluding fractional shares). In addition, the options held to purchase
shares of FAB common stock were converted into the right to purchase 0.7199
shares of ANB Common Stock for each share of FAB common stock subject to option.
As part of the Merger, Dan M. David, formerly the Chairman and Chief Executive
Officer of FAB, became Vice Chairman of ANB, and was appointed to serve as a
member of the Board of Directors of ANB, along with two other former FAB Board
members, C. Lloyd Nix and William E. Sexton.
FORMATION OF CITIZENS & PEOPLES BANK, NATIONAL ASSOCIATION
On August 15, 1997, ANB completed the relocation of one of its bank
subsidiaries, First Bank of Baldwin County ("First Bank"), to Cantonment,
Florida. In connection with this relocation, First Bank was converted to a
national banking association and changed its name to Citizens & Peoples Bank,
National Association ("C&P"). This is the first banking subsidiary of ANB to be
located in Florida. Immediately prior to the relocation of First Bank to
Florida, a significant portion of the assets and liabilities of First Bank were
transferred to its affiliate, First Gulf Bank (formerly known as Gulf Bank).
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ACQUISITION OF BRANCHES AND MERGER OF CITIZENS BANK OF TALLADEGA AND FIRST
NATIONAL BANK OF ASHLAND
As of December 11, 1997, First National Bank of Ashland ("FNB Ashland")
purchased two branches from SouthTrust Bank, National Association. One of the
branches (the "Ashland Branch") is located in Ashland, Clay County, Alabama, and
had approximately $4 million in deposit liabilities at the time of the transfer.
The other branch (the "Tuskegee Branch") is located in Tuskegee, Macon County,
Alabama, and had approximately $16 million in deposit liabilities at the time of
the transfer. Immediately upon acquiring the two branches, FNB Ashland
consolidated the Ashland Branch with its main office in Ashland, Alabama, and
donated the associated real property to the City of Ashland. In addition, FNB
Ashland transferred the Tuskegee Branch to its affiliate, Alabama Exchange Bank
("AEB"), which is headquartered in Tuskegee, Alabama. AEB has consolidated the
Tuskegee Branch with its main office in Tuskegee and donated the associated real
property to the Tuskegee Human and Civil Rights Multicultural Center.
On December 12, 1997, ANB completed a merger of two of its bank
subsidiaries, Citizens Bank of Talladega ("Citizens Bank") and FNB Ashland.
Specifically, Citizens Bank was merged with and into FNB Ashland, with FNB
Ashland surviving the merger. In connection with the merger, FNB Ashland changed
its name to First Citizens Bank, National Association ("First Citizens"),
relocated its main office to Talladega, Alabama, and established a branch at the
site of its previous main office in Ashland, Alabama.
DEFINITIVE AGREEMENT SIGNED FOR THE MERGER OF PUBLIC BANK CORPORATION WITH
AND INTO ANB
On March 5, 1998, ANB announced that it had signed a definitive agreement
for the merger of Public Bank Corporation, headquartered in St. Cloud, Florida
("PBC"), with and into ANB. PBC, which had total assets of $50 million at
December 31, 1997, is the holding company for Public Bank, a state nonmember
bank, based in St. Cloud, Florida. Public Bank serves its customer base through
two offices located at St. Cloud and Kissimmee, Florida.
Pursuant to the terms of the definitive agreement, PBC shareholders will
receive 550,000 shares of ANB common stock in the aggregate, or 0.2353134 shares
of ANB common stock for each share of PBC common stock. The agreement also
contains a provision for PBC shareholders to receive up to an additional 25,000
shares of ANB common stock under certain conditions tied to the ANB market share
price. PBC has the right to terminate the agreement if ANB common stock suffers
a significant decline in share price. The proposed merger will be accounted for
as a pooling of interests and is subject to regulatory approval, PBC shareholder
approval and certain other conditions. It is anticipated that the transaction
will close by June 30, 1998.
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SUBSIDIARY BANKS
ANB operates through seven subsidiary Banks which have offices and
locations as set forth in the following table:
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Banking Office Population
Bank City/County City/County (1) Offices
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Alabama Exchange Bank Tuskegee/Macon 12,257/24,928 1
Bank of Dadeville Dadeville/Tallapoosa 3,276/38,826 1
Camp Hill/Tallapoosa 1,415/38,826 1
Jackson's Gap/Tallapoosa 789/38,826 1
First Citizens Bank, N.A. Talladega/Talladega 18,175/74,107 2
Ashland/Clay 2,034/13,252 2
Lineville/Clay 2,394/13,252 1
First Gulf Bank Orange Beach/Baldwin 2,253/98,280 1
Gulf Shores/Baldwin 3,261/98,280 1
Foley/Baldwin 4,937/98,280 1
Robertsdale/Baldwin 2401/98,280 1
Bay Minette/Baldwin 7,168/98,280 1
Daphne/Baldwin 11,290/98,280 1
National Bank of Commerce Birmingham/Jefferson 265,968/651,525 2
of Birmingham Mountain Brook/Jefferson 19,810/651,525 2
Hoover/Jefferson 12,817/651,525 1
Irondale/Jefferson 9,454/651,525 1
Hueytown/Jefferson 15,280/651,525 1
Bessemer/Jefferson 30,966/651,525 1
Trussville/Jefferson 10,803/651,525 1
Center Point/Jefferson 22,658/651,525 1
Inverness/Shelby 2,518/99,358 1
Meadowbrook/Shelby 4,621/99,358 1
Pelham/Shelby 9,765/99,358 1
Alabaster/Shelby 14,627/99,358 1
Pell City/St. Clair 8,118/50,009 1
Springville,St. Clair 1,910/50,009 1
Moody/St. Clair 4,921/50,009 1
Citizens & Peoples Bank, N.A. Cantonment/Escambia 34,746/262,798 1
First American Bank Decatur/Morgan 48,761/100,043 3
Athens/Limestone 16,901/54,135 2
Madison/Madison 14,904/238,912 1
Ardmore/Madison 866/54,135 1
</TABLE>
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(1) 1990 U.S. Census data.
The Banks focus on traditional consumer, residential mortgage, commercial
and real estate construction lending to customers in their market areas. The
Banks also offer a variety of deposit programs to individuals and small
businesses and other organizations at interest rates generally consistent with
local market conditions. NBC offers trust services, investment services
(including public finance) and securities brokerage services. In addition, the
Banks offer individual retirement and KEOGH accounts, safe deposit and night
depository facilities and additional services such as the sale of traveler's
checks, money orders and cashier's checks.
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LENDING ACTIVITIES
GENERAL
Through the Banks, ANB offers a range of lending services, including real
estate, consumer and commercial loans, to individuals and small businesses and
other organizations that are located in or conduct a substantial portion of
their business in the Banks' market areas. ANB's total loans, net of unearned
interest, at December 31, 1997, were approximately $842.8 million, or
approximately 76.0% of total earning assets. The interest rates charged on loans
vary with the degree of risk, maturity and amount of the loan and are further
subject to competitive pressures, money market rates, availability of funds and
government regulations. ANB has no foreign loans or loans for "highly leveraged
transactions" as defined by applicable banking regulations.
LOAN PORTFOLIO
Real Estate Loans. Loans secured by real estate are the primary component
of ANB's loan portfolio, constituting approximately $523.5 million, or 62.1% of
total loans, net of unearned interest, at December 31, 1997. The Banks'
predominant real estate loans are residential mortgages. Residential mortgages,
both fixed and variable, are made for terms of up to 30 years and generally
require monthly amortization. The majority of the Banks' commercial mortgages
are at variable rates, which approximate current market rates. Construction
loans are made on a variable rate basis. Origination fees are normally charged
for all loans secured by real estate. The Banks' primary type of residential
mortgage loan is the single-family first mortgage, typically structured with
fixed or adjustable interest rates, based on market conditions. Fixed rate loans
usually have terms of five years, with payments through the date of maturity
generally based on a 15 or 30 year amortization schedule. Adjustable rate loans
generally have a term of 15 years.
The Banks originate residential loans for sale into the secondary market.
Such loans are made in accordance with underwriting standards set by the
purchaser of the loan, normally as to loan-to-value ratio, interest rate and
documentation. The Banks generally collect from the borrower or purchaser a
combination of the origination fee, discount points and/or service release fee.
During 1997, the Banks sold approximately $118.2 million in loans to such
purchasers.
The Banks' nonresidential mortgage loans include commercial, industrial and
unimproved real estate loans. The Banks generally require nonresidential
mortgage loans to have an 80% loan-to-value ratio and usually underwrite their
commercial loans on the basis of the borrower's cash flow and ability to service
the debt from earnings, rather than on the basis of the value of the collateral.
Terms on construction loans are usually less than twelve months, and the Banks
typically require real estate mortgages and personal guarantees supported by
financial statements and a review of the guarantor's personal finances.
Consumer Loans. Consumer lending includes installment lending to
individuals in the Banks' market areas and consists of loans to purchase
automobiles, appliances and other consumer durable goods. Consumer loans
constituted $79.6 million, or 9.4% of ANB's loan portfolio at December 31, 1997.
Consumer loans are underwritten based on the borrower's income, current debt
level, past credit history and collateral. Consumer rates are both variable and
fixed, with terms negotiable. Terms generally range from four to five years on
automobile loans and one to ten years on loans for other consumer
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durable goods, depending on the nature and condition of the collateral. Periodic
amortization, generally monthly, is required.
Commercial and Financial Loans. The Banks make loans for commercial
purposes in various lines of business. These loans are typically made on terms
up to five years at fixed or variable rates. The loans are secured by accounts
receivable, inventory or, in the case of equipment loans, the financed
equipment. The Banks attempt to reduce their credit risk on commercial loans by
limiting the loan to value ratio. Historically, the Banks have loaned up to 80%
on loans secured by accounts receivable, up to 65% on loans secured by
inventory, and up to 80% on loans secured by equipment. The Banks also make
unsecured commercial loans. Commercial and financial loans constituted $194.6
million, or 23.1% of ANB's loan portfolio at December 31, 1997. Interest rates
are negotiable based upon the borrower's financial condition, credit history,
management stability and collateral.
CREDIT PROCEDURES AND REVIEW
Loan Approval. Certain credit risks are inherent in making loans. These
include prepayment risks, risks resulting from uncertainties in the future value
of collateral, risks resulting from changes in economic and industry conditions
and risks inherent in dealing with individual borrowers. In particular, longer
maturities increase the risk that economic conditions will change and adversely
affect collectibility.
ANB attempts to minimize loan losses through various means and uses
standardized underwriting criteria. In particular, on larger credits, ANB
generally relies on the cash flow of a debtor as the source of repayment and
secondarily on the value of the underlying collateral. In addition, ANB attempts
to utilize shorter loan terms in order to reduce the risk of a decline in the
value of such collateral.
ANB addresses repayment risks by adhering to internal credit policies and
procedures of which all of the Banks have adopted. These policies and procedures
include officer and customer lending limits, a multi-layered loan approval
process for larger loans, documentation examination and follow-up procedures for
any exceptions to credit policies. The point in each Bank's loan approval
process at which a loan is approved depends on the size of the borrower's credit
relationship with such Bank. For example, at NBC, each of the lending department
managers has the authority to approve loans up to $350,000. Upon approval by
ANB's Board of Directors, other loan officers may be authorized to approve loans
of lower amounts. Loans in excess of $50,000 are approved and ratified by the
Loan Review Committee of NBC. Loans in excess of $300,000 are approved and
ratified by the Executive Committee of the NBC Board of Directors.
Loan Review. ANB maintains a continuous loan review system. Under this
system, each loan officer is directly responsible for monitoring the risk in his
portfolio and is required to maintain risk ratings for each credit assigned. The
risk rating system incorporates the basic regulatory rating system as set forth
in the applicable regulatory asset quality examination procedures.
NBC's Loan Review Department ("LRD"), which is wholly independent of the
lending function, serves as a validation of each loan officer's risk monitoring
and rating system. LRD's primary function is to provide the Board of Directors,
through it Loan Review Committee, with a thorough understanding of the credit
quality of NBC's loan portfolio. LRD is required to review approximately 60% of
the annual average loan portfolio of each of the Banks during any continuous 12
month period. The review process includes coverage of at least 50% of all loan
relationships between $250,000 and $750,000 and coverage of 100% of all loan
relationships over $750,000. Other review requirements are in place to
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provide management with early warning systems for problem credits as well as
compliance with stated lending policies. LRD's findings are reported monthly to
the Loan Review Committee of the NBC Board of Directors.
DEPOSITS
The principal sources of funds for the Banks are core deposits, consisting
of demand deposits, interest-bearing transaction accounts, money market
accounts, savings deposits and certificates of deposit. Transaction accounts
include checking and negotiable order of withdrawal (NOW) accounts which
customers use for cash management and which provide the Banks with a source of
fee income and cross-marketing opportunities, as well as a low-cost source of
funds. Time and savings accounts also provide a relatively stable and low-cost
source of funding. The largest source of funds for the Banks are certificates of
deposit. Certificates of deposit in excess of $100,000 are held primarily by
customers in the Banks' market areas. The Banks have not historically funded
their balance sheet with brokered certificates of deposit.
Deposit rates are set weekly by senior management of each of the Banks,
subject to approval by management of ANB. Management believes that the rates the
Banks offer are competitive with those offered by other institutions in the
Banks' market areas. ANB focuses on customer service to attract and retain
deposits.
INVESTMENT SERVICES
NBC has operated an investment department devoted primarily to handling
correspondent banks' investment needs since the mid-1980's. Because the
department has been relatively small in recent years, the contribution to
earnings has been moderate. In May of 1995, NBC expanded this operation
significantly with a staff of investment professionals formerly employed by
another financial institution.
NBC also has a wholly owned subsidiary, NBC Securities, Inc. ("NBC
Securities"), that is licensed as a broker-dealer. In 1995, NBC re-activated NBC
Securities' broker-dealer license to provide investment services to individuals
and institutions. These services include the sale of stocks, corporate bonds,
mutual funds, annuities, other insurance products and financial planning.
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COMPETITION
The Banks encounter strong competition in making loans, acquiring deposits
and attracting customers for investment services. Competition among financial
institutions is based upon interest rates offered on deposit accounts, interest
rates charged on loans, other credit and service charges relating to loans, the
quality and scope of the services rendered, the convenience of banking
facilities and, in the case of loans to commercial borrowers, relative lending
limits. The Banks compete with other commercial banks, savings and loan
associations, credit unions, finance companies, mutual funds, insurance
companies, brokerage and investment banking companies, and other financial
intermediaries operating in Alabama and elsewhere. Many of these competitors,
some of which are affiliated with large bank holding companies, have
substantially greater resources and lending limits, and may offer certain
services that the Banks do not currently provide. In addition, many of ANB's
non-bank competitors are not subject to the same extensive federal regulations
that govern bank or thrift holding companies and federally insured banks or
thrifts.
The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994
(the "IBBEA") authorized bank holding companies to acquire banks and other bank
holding companies without geographic limitations beginning September 30, 1995.
The arrival of interstate banking is expected to increase further the
competitiveness of the banking industry.
In addition, beginning on June 1, 1997, the IBBEA authorized interstate
mergers and consolidations of existing banks, provided that neither bank's home
state had opted out of interstate branching by May 31, 1997. The State of
Alabama has opted in to interstate branching. Interstate branching provides that
once a bank has established branches in a state through an interstate merger,
the bank may establish and acquire additional branches at any location in the
state where any bank involved in the interstate merger could have established or
acquired branches under applicable federal or state law.
Size gives the larger banks certain advantages in competing for business
from large corporations. These advantages include higher lending limits and the
ability to offer services in other areas of Alabama and the southeast region.
Some of ANB's competitors still maintain substantially greater resources and
lending limits than ANB. As a result, ANB has not generally attempted to compete
for the banking relationships of large corporations, and generally concentrates
its efforts on small businesses and individuals to which ANB believes it can
compete effectively by offering quality, personal service. However, management
believes it may be able to compete more effectively for the business of some
large corporations, given its current growth pattern.
Management believes that the Banks' commitment to their respective primary
market areas, as well as their commitment to quality and personalized banking
services, are factors that contribute to the Banks' competitiveness. Management
believes that ANB's decentralized community banking strategy positions the Banks
to compete successfully in their market areas.
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MARKET AREAS AND GROWTH STRATEGY
Through NBC, ANB serves the lower half of Jefferson County, the upper third
of Shelby County, and St. Clair County, each of which are typically included in
the Birmingham metropolitan area. ANB's First American Bank subsidiary serves
Morgan, Limestone and Madison counties in north Alabama. First American's
largest market presence is in Decatur, which has demonstrated a growing economic
base in recent years. The Boeing Company is currently constructing a
significant plant in Decatur, and Trico Steel Company, L.L.C. recently opened a
steel mill operation there, each of which are expected to have a positive
economic impact in this market. Through First Gulf Bank, ANB serves Baldwin
County, Alabama. Located between Mobile, Alabama and Pensacola, Florida,
Baldwin County has a broad base of economic activity in the retail and service,
agriculture, seafood, tourism and manufacturing industries. Shelby, Baldwin and
St. Clair Counties have been named in statistical surveys as three of the
fastest growing counties in Alabama. In August 1997, ANB expanded outside of
Alabama with the opening of C&P in Escambia County, Florida. The other Banks,
First Citizens, Alabama Exchange Bank and Bank of Dadeville, are located in non-
metropolitan areas. ANB's strategy is to focus on growth in profitability for
these non-metropolitan banks, since market growth has not been as significant.
Due to continuing consolidation within the banking industry, as well as in
the State of Alabama, ANB may in the future seek to combine with other banks or
thrifts (or their holding companies) that may be of smaller, equal or greater
size than ANB. ANB currently intends to concentrate on acquisitions that will
expand NBC's branch network in the Birmingham metropolitan area and acquisitions
of additional banks or thrifts (or their holding companies) which operate in
attractive market areas in Alabama and neighboring states. In addition to price
and terms, the factors considered by ANB in determining the desirability of a
business acquisition or combination are financial condition, earnings potential,
quality of management, market area and competitive environment.
Due to capital limitations associated with the long-term debt incurred by
ANB in its earlier acquisitions, ANB historically did not emphasize internal
growth. However, because of its strong internal rate of capital formation and
because ANB now operates in some of the fastest growing areas in Alabama,
management of ANB believes that the Banks could enhance growth by more
aggressively pursuing additional deposits and loans in these areas. First Gulf
Bank intends to further expand its presence in the Baldwin County area, and NBC
intends to further expand its business in northern Shelby County, Alabama
through its new branch in Meadowbrook, Alabama. Also, ANB is exploring
expansion into lines of business closely related to banking and will pursue such
expansion if it believes such lines could be profitable without causing undue
risk to ANB. While ANB plans to continue its growth as described above, there
is no assurance that its efforts will be successful.
EMPLOYEES
As of December 31, 1997, ANB and the Banks together had approximately 608
full-time equivalent employees. None of these employees is a party to a
collective bargaining agreement. ANB considers its relations with its employees
to be good.
SUPERVISION AND REGULATION
ANB and the Banks are subject to state and federal banking laws and
regulations which impose specific requirements and restrictions on, and provide
for general regulatory oversight with respect to, virtually all aspects of
operations. These laws and regulations are generally intended to protect
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depositors, not stockholders. To the extent that the following summary
describes statutory or regulatory provisions, it is qualified in its entirety by
reference to the particular statutory and regulatory provisions. Any change in
applicable laws or regulations may have a material effect on the business and
prospects of ANB. Beginning with the enactment of the Financial Institutions
Reform, Recovery and Enforcement Act of 1989 ("FIRREA") and following in
December 1991 with the Federal Deposit Insurance Corporation Act ("FDICIA"),
numerous additional regulatory requirements have been placed on the banking
industry in the past ten years, and additional changes have been proposed. The
operations of ANB and the Banks may be affected by legislative changes and the
policies of various regulatory authorities. ANB is unable to predict the nature
or the extent of the effect on its business and earnings that fiscal or monetary
policies, economic control, or new federal or state legislation may have in the
future.
FEDERAL BANK HOLDING COMPANY REGULATION
ANB is a bank holding company under the Bank Holding Company Act of 1956
(the "BHCA"). Under the BHCA, ANB is subject to periodic examination by the
Federal Reserve and is required to file periodic reports of its operations and
such additional information as the Federal Reserve may require. ANB's and the
Banks' activities are limited to banking, managing or controlling banks,
furnishing services to or performing services for its subsidiaries, or engaging
in any other activity that the Federal Reserve determines to be so closely
related to banking or managing or controlling banks as to be a proper incident
thereto.
Investments, Control, and Activities. With certain limited exceptions, the
BHCA requires every bank holding company to obtain the prior approval of the
Federal Reserve before (i) acquiring substantially all the assets of any bank,
(ii) acquiring direct or indirect ownership or control of any voting shares of
any bank if after such acquisition it would own or control more than 5% of the
voting shares of such bank (unless it already owns or controls the majority of
such shares), or (iii) merging or consolidating with another bank holding
company. The IBBEA permits bank holding companies to acquire control of banks
throughout the United States in compliance with the BHCA and other applicable
banking laws. See "COMPETITION."
In addition, and subject to certain exceptions, the BHCA and the Change in
Bank Control Act ("CIBCA"), together with regulations thereunder, require
Federal Reserve approval (or, depending on the circumstances, no notice of
disapproval) prior to any person or company acquiring "control" of a bank
holding company, such as ANB. Control is conclusively presumed to exist if an
individual or company acquires 25% or more of any class of voting securities of
the bank holding company. Under Federal Reserve regulations applicable to ANB,
control will be rebuttably presumed to exist if a person acquires at least 10%
of the outstanding shares of any class of voting securities which are registered
under the Exchange Act. The regulations provide a procedure for challenge of
the rebuttable control presumption.
Under the BHCA, ANB is generally prohibited from engaging in, or acquiring
direct or indirect control of more than 5% of the voting shares of any company
engaged in nonbanking activities unless the Federal Reserve, by order or
regulation, has found those activities to be so closely related to banking or
managing or controlling banks as to be a proper incident thereto. Some of the
activities that the Federal Reserve has determined by regulation to be proper
incidents to the business of banking include making or servicing loans and
certain types of leases, engaging in certain insurance and discount brokerage
activities, performing certain data processing services, acting in certain
circumstances as a
11
<PAGE>
fiduciary or investment or financial advisor, owning savings associations and
making investments in certain corporations or projects designed primarily to
promote community welfare.
Source of Strength; Cross-Guarantee. In accordance with Federal Reserve
policy, ANB is expected to act as a source of financial strength to the Banks
and to commit resources to support the Banks in circumstances in which ANB might
not otherwise do so. Under the BHCA, the Federal Reserve may require a bank
holding company to terminate any activity or relinquish control of a nonbank
subsidiary (other than a nonbank subsidiary of a bank) upon the Federal
Reserve's determination that such activity or control constitutes a serious risk
to the financial soundness or stability of any subsidiary depository institution
of the bank holding company. Further, federal bank regulatory authorities have
additional discretion to require a bank holding company to divest itself of any
bank or nonbank subsidiary if the agency determines that divestiture may aid the
depository institution's financial condition. Each of the Banks may be required
to indemnify or cross-guarantee the Federal Deposit Insurance Corporation (the
"FDIC") against losses it incurs with respect to any of the other Banks, which
in effect makes the Company's equity investments in healthy bank subsidiaries
available to the FDIC to assist any failing or failed subsidiary of ANB.
THE BANKS
ANB is the holding company for seven banks, including three national banks
(First Citizens, C&P and NBC), three Alabama state banks which are members of
the Federal Reserve System (Bank of Dadeville, Alabama Exchange Bank and First
Gulf Bank), and one Alabama state bank that is not a member of the Federal
Reserve System (First American Bank). The Office of Comptroller of the Currency
(the "OCC") is the primary regulator for the national banks; the Alabama Banking
Department and the Federal Reserve System are the primary regulators for the
Alabama state member banks; and the Alabama Banking Department and the FDIC are
the primary regulators for the Alabama state nonmember bank. These regulatory
authorities regulate or monitor all areas of each Bank's operations, including
security devices and procedures, adequacy of capital loan reserves, loans,
investments, borrowings, deposits, mergers, issuances of securities, payment of
dividends, interest rates payable on deposits, interest rates or fees chargeable
on loans, establishment of branches, corporate reorganizations, maintenance of
books and records and adequacy of staff training to carry on safe lending and
deposit gathering practices. Each of the Banks must maintain certain capital
ratios and is subject to limitations on aggregate investments in real estate,
bank premises and furniture and fixtures.
FDICIA
Under FDICIA, all insured institutions must undergo regular on-site
examinations by their appropriate banking agency. The cost of examinations of
insured depository institutions and any affiliates may be assessed by the
appropriate agency against each institution or affiliate as it deems necessary
or appropriate. Insured institutions are required to submit annual reports to
the FDIC and the appropriate agency (and state supervisor when applicable).
FDICIA also directs the FDIC to develop with other appropriate agencies a method
for insured depository institutions to provide supplemental disclosure of the
estimated fair market value of assets and liabilities, to the extent feasible
and practicable, in any balance sheet, financial statement, report of condition
or any other report of any insured depository institution. FDICIA also requires
the federal banking regulatory agencies to prescribe, by regulation, standards
for all insured depository institutions and depository institution holding
companies relating, among other things, to (i) internal controls, information
systems and audit systems; (ii) loan documentation; (iii) credit underwriting;
(iv) interest rate risk exposure; and (v) asset quality.
12
<PAGE>
TRANSACTIONS WITH AFFILIATES AND INSIDERS
The Banks are subject to the provisions of Section 23A of the Federal
Reserve Act, which place limits on the amount of loans or extensions of credit
to, investments in or certain other transactions with affiliates, and on the
amount of advances to third parties collateralized by the securities or
obligations of affiliates. In general, the Banks' "affiliates" are ANB and ANB's
non-bank subsidiaries. Section 23A limits the aggregate amount of transactions
with any individual affiliate to ten percent (10%) of the capital and surplus of
the bank and also limits the aggregate amount of transactions with all
affiliates to twenty percent (20%) of the bank's capital and surplus. Loans and
certain other extensions of credit to affiliates are required to be secured by
collateral in an amount and of a type described in Section 23A, and the purchase
of low quality assets from affiliates is generally prohibited.
The Banks are also subject to the provisions of Section 23B of the Federal
Reserve Act that, among other things, prohibit an institution from engaging in
certain transactions with certain affiliates unless the transactions are on
terms substantially the same, or at least as favorable to such institution or
its subsidiaries, as those prevailing at the time for comparable transactions
with non-affiliated companies. In the absence of comparable transactions, such
transactions may only occur under terms and circumstances, including credit
standards, that in good faith would be offered to or would apply to non-
affiliated companies.
The Banks are subject to certain restrictions on extensions of credit to
executive officers, directors, certain principal stockholders and their related
interests. Such extensions of credit (i) must be made on substantially the same
terms, including interest rates and collateral, as those prevailing at the time
for comparable transactions with third parties and (ii) must not involve more
than the normal risk of repayment or present other unfavorable features.
BRANCHING
All of the Banks domiciled in Alabama are permitted to branch freely within
the State of Alabama, provided approval of the appropriate regulatory authority
is obtained. The Alabama Banking Code permits statewide branching for Alabama
state banks. As national banks located in Alabama, these state branch banking
laws also apply to NBC and First Citizens. In addition, as of June 1, 1997 the
IBBEA permits interstate branching in all states opting in to the IBBEA. As a
national bank domiciled in Florida, C&P is governed by the Florida State banking
statutes regarding branching within the State of Florida. Florida law permits
banks domiciled in Florida to branch freely within the State of Florida, upon
the approval of the appropriate regulatory authorities. See "COMPETITION."
COMMUNITY REINVESTMENT ACT
The Community Reinvestment Act ("CRA") requires that, in connection with
examinations of financial institutions within their respective jurisdictions,
the Federal Reserve, the FDIC, the OCC or the Office of Thrift Supervision shall
evaluate the record of the financial institutions in meeting the credit needs of
their local communities, including low and moderate income neighborhoods,
consistent with the safe and sound operation of those institutions. The CRA
does not establish specific lending requirements or programs for financial
institutions nor does it limit an institution's discretion to develop the types
of products and services that it believes are best suited to its particular
community, consistent with the CRA. These factors are considered in evaluating
mergers, acquisitions and applications to open a branch or
13
<PAGE>
facility. The CRA also requires all institutions to make public disclosure of
their CRA ratings. Each of the Banks received outstanding or satisfactory
ratings in its most recent evaluation.
OTHER REGULATIONS
Interest and certain other charges collected or contracted for by the Banks
are subject to state usury and banking laws and certain federal laws concerning
interest rates. The Banks' loan operations are also subject to certain federal
laws applicable to credit transactions, such as the federal Truth-In-Lending Act
governing disclosures of credit terms to consumer borrowers, the Home Mortgage
Disclosure Act of 1975 requiring financial institutions to provide information
to enable the public and public officials to determine whether a financial
institution is fulfilling its obligation to help meet the housing needs of the
community it serves, the Equal Credit Opportunity Act prohibiting discrimination
on the basis of race, creed or other prohibited factors in extending credit, the
Fair Credit Reporting Act of 1978 governing the use and provision of information
to credit reporting agencies, the Fair Debt Collection Practices Act governing
the manner in which consumer debts may be collected by collection agencies, and
the rules and regulations of the various federal agencies charged with the
responsibility of implementing such federal laws. The Banks' loan operations
are also subject to state consumer finance laws which generally govern the
amount and manner in which interest and other charges and expenses may be
charged and collected by lenders. The deposit operations of the Banks are also
subject to the Right of Financial Privacy Act, which imposes a duty to maintain
confidentiality of consumer financial records and prescribes procedures for
complying with administrative subpoenas of financial records, and the Electronic
Funds Transfer Act and Regulation E issued by the Federal Reserve Board to
implement that Act, which governs automatic deposits to and withdrawals from
deposit accounts and customers' rights and liabilities arising from the use of
automated teller machines and other electronic banking services. The Banks'
small loan subsidiaries are subject to the Alabama Small Loan laws governing the
amount of loans and interest and other charges that may be charged in connection
with a small loan.
DEPOSIT INSURANCE
The deposits of each of the Banks are currently insured by the FDIC to a
maximum of $100,000 per depositor, subject to certain aggregation rules. The
FDIC establishes rates for the payment of premiums by federally insured banks
and thrifts for deposit insurance. Separate insurance funds (BIF and SAIF) are
maintained for commercial banks and thrifts, with insurance premiums from the
industry used to offset losses from insurance payouts when banks and thrifts
fail. Prior to 1996, due to the high rate of failures in recent years, the FDIC
adopted a risk-based deposit insurance premium system for all insured depository
institutions, including the Banks, which required that a depository institution
pay to the Bank Insurance Fund ("BIF") or the Savings Association Insurance Fund
("SAIF") from between $-0-and $.31 per $100 of insured deposits depending on its
capital levels and risk classification, as determined by its primary federal
regulator on a semiannual basis. In September 1996, the FDIC enacted
legislation to recapitalize the SAIF and ensure against default on Financing
Corp. ("FICO") bonds. The legislation provided for a one-time payment into the
BIF in an amount approximating $.68 per $100 of SAIF insured deposits.
Thereafter and through December 31, 1999 the former assessment rate of between
$-0- and $.31 per $100 of insured deposits is reduced to between $.0130 and
$.2830 per $100, including a FICO rate of $.0130 per $100, for bank deposits and
a rate of between $.0650 and $.3350 per $100, including a FICO rate of $.0650
per $100, for previously SAIF insured deposits. After December 31, 1999, the
BIF rate will be approximately $.0243 per $100 for all deposits.
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<PAGE>
DIVIDENDS
The principal source of ANB's cash revenues is derived from dividends
received from the Banks. The amount of dividends that may be paid by the Banks
to ANB depends on each Bank's earnings and capital position and is limited by
federal and/or state law, regulations and policies. See Note 18 of the Notes to
Consolidated Financial Statements of ANB and Subsidiaries included in this
Annual Report.
As national banks, NBC, C&P and First Citizens may not pay dividends from
their paid-in surplus. All dividends must be paid out of undivided profits then
on hand, after deducting expenses, including provisions for loan losses and bad
debts. In addition, a national bank is prohibited from declaring a dividend on
its shares of common stock until its surplus equals its stated capital, unless
there has been transferred to surplus no less than one-tenth of the bank's net
profits for the preceding two consecutive half-year periods (in the case of an
annual dividend). The approval of the OCC is required if the total of all
dividends declared by a national bank in any calendar year exceeds the total of
its net profits for that year combined with its retained net profits for the
preceding two years, less any required transfers to surplus.
As Alabama state banks, Bank of Dadeville, Alabama Exchange Bank, First
Gulf Bank and First American Bank are subject to restrictions on dividends under
the Alabama Banking Code, which provides that an Alabama state bank must
transfer to surplus each year at least 10% of its net earnings (and thus cannot
declare or pay a dividend in excess of 90% of net earnings) until its surplus
equals at least 20% of its capital. In addition, a state bank must obtain
regulatory approval to declare dividends in any calendar year in excess of the
total of its net earnings for that year combined with its retained net earnings
in the preceding two years, less any required transfers to surplus.
Under FDICIA, none of the Banks may pay a dividend if, after paying the
dividend, the bank would be undercapitalized.
CAPITAL REGULATIONS
The federal bank regulatory authorities have adopted risk-based capital
guidelines for banks and bank holding companies that are designed to account for
off-balance sheet exposure, minimize disincentives for holding liquid assets and
make regulatory capital requirements more sensitive to differences in risk
profiles among banks and bank holding companies. The resulting capital ratios
represent qualifying capital as a percentage of total risk-weighted assets and
off-balance sheet items. The guidelines are minimums, and the federal
regulators have noted that banks and bank holding companies contemplating
significant expansion programs should not allow expansion to diminish their
capital ratios and should maintain ratios well in excess of the minimums. The
current guidelines require all bank holding companies and federally-regulated
banks to maintain a minimum risk-based total capital ratio equal to 8%, of which
at least 4% must be Tier 1 capital. Tier 1 capital includes common
stockholders' equity, qualifying perpetual preferred stock and minority
interests in equity accounts of consolidated subsidiaries, but excludes goodwill
and most other intangibles and excludes the allowance for loan and lease losses.
Tier 2 capital includes the excess of any preferred stock not included in Tier 1
capital, mandatory convertible securities, hybrid capital instruments,
subordinated debt and intermediate term-preferred stock and general reserves for
loan and lease losses up to 1.25% of risk-weighted assets.
Under these guidelines, banks' and bank holding companies' assets are given
risk-weights of 0%, 20%, 50% or 100%. In addition, certain off-balance sheet
items are given credit conversion factors to
15
<PAGE>
convert them to asset equivalent amounts to which an appropriate risk-weight
will apply. These computations result in the total risk-weighted assets. Most
loans are assigned to the 100% risk category, except for first mortgage loans
fully secured by residential property and, under certain circumstances,
residential construction loans, both of which carry a 50% rating. Most
investment securities are assigned to the 20% category, except for municipal or
state revenue bonds, which have a 50% rating, and direct obligations of or
obligations guaranteed by the United States Treasury or United States Government
owned agencies, which have a 0% rating.
The federal bank regulatory authorities have also implemented a leverage
ratio, which is Tier 1 capital as a percentage of quarterly average total assets
less intangibles, to be used as a supplement to the risk-based guidelines. The
principal objective of the leverage ratio is to place a constraint on the
maximum degree to which a bank holding company may leverage its equity capital
base. The minimum required leverage ratio for top-rated institutions is 3%, but
most institutions are required to maintain an additional cushion of at least 100
to 200 basis points.
FDICIA established a new capital-based regulatory scheme designed to
promote early intervention for troubled banks and requires the FDIC to choose
the least expensive resolution for bank failures. The new capital-based
regulatory framework contains five categories of compliance with regulatory
capital requirements, including "well capitalized," "adequately capitaled,"
"undercapitalized," "significantly undercapitalized" and "critically
undercapitalized." To qualify as a "well capitalized" institution, a bank must
have a leverage ratio of no less than 5%, a Tier 1 risk-based ratio of no less
than 6% and a total risk-based capital ratio of no less than 10%, and the bank
must not be under any order or directive from the appropriate regulatory agency
to meet and maintain a specific capital level. As of December 31, 1996, ANB and
each of the Banks qualified as "well-capitalized." See "MANAGEMENT'S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - CAPITAL."
Under FDICIA, the applicable agency can treat an institution as if it were
in the next lower category if the agency determines (after notice and an
opportunity for hearing) that the institution is in an unsafe or unsound
condition or is engaging in an unsafe or unsound practice. The degree of
regulatory scrutiny of a financial institution will increase, and the
permissible activities of the institution will decrease, as it moves downward
through the capital categories. Institutions that fall into one of the three
undercapitalized categories may be required to (i) submit a capital restoration
plan; (ii) raise additional capital; (iii) restrict their growth, deposit
interest rates and other activities; (iv) improve their management; (v)
eliminate management fees; or (vi) divest themselves of all or a part of their
operations. Bank holding companies controlling financial institutions can be
called upon to boost an institution's capital and to partially guarantee an
institution's performance under their capital restoration plans.
FDICIA requires the federal banking regulators to revise the risk-based
capital standards to provide for explicit consideration of interest-rate risk,
concentration of credit risk and the risks of non-traditional activities. It is
uncertain what effect these regulations, when implemented, will have on ANB and
the Banks.
RECENT LEGISLATIVE DEVELOPMENTS
From time to time, various bills are introduced in the United States
Congress with respect to the regulation of financial institutions. Certain of
these proposals, if adopted, could significantly change the regulation of banks
and the financial services industry. ANB cannot predict whether any of these
proposals will be adopted or, if adopted, how these proposals would affect ANB.
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<PAGE>
EXECUTIVE OFFICERS OF THE REGISTRANT
The Executive Officers of ANB serve at the pleasure of the Board of
Directors. Set forth below are the current Executive Officers of ANB and a
brief explanation of their principal employment during the last five (5) years.
JOHN H. HOLCOMB, III - Age 46 - Chairman and Chief Executive Officer. Mr.
Holcomb has served as Chairman and Chief Executive Officer of ANB since April,
1996. Prior to such date, Mr. Holcomb served as President and Chief Operating
Officer of ANB beginning December, 1995. Mr. Holcomb has been the President and
Chief Executive Officer of NBC since 1990.
VICTOR E. NICHOL, JR. - Age 51 - President and Chief Operating Officer.
Mr. Nichol has served as President and Chief Operating Officer of ANB since
April 1996. Prior to such date, Mr. Nichol served as Executive Vice President of
ANB beginning December 1995. Mr. Nichol has been the Executive Vice President
and Chief Financial Officer of NBC since 1994. From 1992 through 1993, Mr.
Nichol served as President and Chief Executive Officer of Secor Bank.
DAN M. DAVID - Age 52 - Vice Chairman. Mr. David has served as Vice
Chairman of ANB since November 30, 1997 when FAB merged with and into ANB. Mr.
David serves as Chairman of First American Bank, a position he has held since
1995. Mr. David served as Chairman and Chief Executive Officer of FAB from 1995
through 1997, as Vice Chairman and Chief Executive Officer during 1994 and 1995
and as President and Chief Executive Officer from 1986 through 1994.
JAMES S. PARKS, JR. - Age 43 - Senior Vice President-Finance, Controller
and Treasurer. Mr. Parks has served as Senior Vice President-Finance, Controller
and Treasurer of ANB since December 1996. Mr. Parks has served as the Senior
Vice President and Controller for NBC since 1993 and has served NBC as
Controller since 1987.
ITEM 2. PROPERTIES
ANB currently operates 40 banking offices. Of the 40 banking offices, ANB,
through the Banks, owns 31 banking offices without encumbrance and leases an
additional 9 banking offices. ANB leases its principal administrative offices,
which are located at 1927 First Avenue North, Birmingham, Alabama. See Notes 6
and 9 to the Consolidated Financial Statements of ANB and Subsidiaries included
in this Annual Report for additional information regarding ANB's premises and
equipment.
ITEM 3. LEGAL PROCEEDINGS
ANB, in the normal course of business, is subject to various pending and
threatened litigation. Based on consultation with legal counsel, management does
not anticipate that the ultimate liability, if any, resulting from such
litigation will have a material effect on ANB's financial condition and results
of operations.
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<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE FOR SECURITY-HOLDERS
ANB held a special meeting of its stockholders on November 26, 1997 (the
"Special Meeting") in order to vote upon the proposed merger of First American
Bancorp with and into ANB, pursuant to the terms of the Agreement and Plan of
Merger dated July 24, 1997. The results of the voting at the Special Meeting
were as follows:
<TABLE>
<CAPTION>
Total Shares Entitled to Vote For Approval of the Merger Against/Withhold Abstain
----------------------------- -------------------------- ---------------- -------
<S> <C> <C> <C>
6,574,942 5,048,145 4,300 1,829
</TABLE>
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
At March 12, 1998, ANB had 966 stockholders of record (including shares
held in "street" names by nominees who are record holders) and 8,648,120 shares
of ANB Common Stock outstanding. ANB Common Stock is traded in the over-the-
counter market and prices are quoted on NASDAQ/NMS under the symbol "ALAB."
The reported price range for ANB Common Stock and the dividends declared
during each calendar quarter of 1996 and 1997 are shown below:
<TABLE>
<CAPTION>
HIGH LOW DIVIDENDS
DECLARED
<S> <C> <C> <C>
1996
First Quarter.......................... $14-1/4 $12-3/4 $ .05
Second Quarter......................... 13-5/8 12 .05
Third Quarter.......................... 15-1/2 12-5/8 .09
Fourth Quarter......................... 19 14-7/8 .09
1997
First Quarter.......................... 20-1/2 17-1/2 .115
Second Quarter......................... 22-1/2 17-1/2 .115
Third Quarter.......................... 26-1/8 21-3/4 .115
Fourth Quarter......................... 27 22 .115
</TABLE>
The last reported sales price of Common Stock as reported on The Nasdaq/NMS
on March 12, 1998 was $28-1/4. The prices shown do not reflect retail mark-ups
and mark-downs. All share prices have been rounded to the nearest 1/64 of one
dollar. The market makers for the ANB Common Stock as of December 31, 1997,
were J. C. Bradford & Co., Raymond James & Associates, Inc., Herzog Heine Geduld
Inc., Legg Mason Wood Walker Inc., The Robinson Humphrey Company Inc., Sterne
Agee & Leach Inc., and The Chicago Corporation.
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<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
FIVE-YEAR SUMMARY OF SELECTED FINANCIAL DATA
(AMOUNTS IN THOUSANDS, EXCEPT RATIOS AND PER SHARE DATA)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------------------------------------------
1997 (1) 1996 (1) 1995 (1) 1994 (1) 1993 (1)
----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Interest income ........................................ $ 90,388 $ 83,180 $ 53,067 $ 40,970 $ 34,515
Interest expense ....................................... 42,840 38,246 26,555 17,243 13,990
---------- ----------- ----------- ----------- -----------
Net interest income .................................... 47,548 44,934 26,512 23,727 20,525
Provision for loan losses (benefit of recoveries)...... 2,988 885 1,016 1,596 (50)
---------- ----------- ----------- ----------- -----------
Net interest income after provision for loan losses
(benefit of recoveries) .............................. 44,560 44,049 25,496 22,131 20,575
Net securities gains (losses) .......................... (8) (84) 26 (52) 222
Noninterest income ..................................... 18,047 17,510 9,160 5,820 6,776
Noninterest expense .................................... 45,461 44,053 26,849 19,720 20,298
---------- ----------- ----------- ----------- -----------
Income before income taxes ............................. 17,138 17,422 7,833 8,179 7,275
Provision for income taxes ............................. 5,458 5,281 901 736 838
Income before minority interest in earnings of ---------- ----------- ----------- ----------- -----------
consolidated subsidiary .............................. 11,680 12,141 6,932 7,443 6,437
Minority interest in earnings of consolidated
subsidiary ........................................... 12 14 650 750 236
---------- ----------- ----------- ----------- -----------
Net income ............................................. $ 11,668 $ 12,127 $ 6,282 $ 6,693 $ 6,201
========== =========== =========== =========== ===========
BALANCE SHEET DATA:
Total assets ........................................... $1,274,166 $ 1,110,729 $ 1,027,099 $ 607,638 $ 545,348
Earning assets ......................................... 1,109,202 1,013,789 929,677 560,900 506,676
Securities ............................................. 214,012 182,009 199,830 128,346 128,899
Loans ................................................. 842,790 785,282 680,172 422,307 351,990
Allowance for loan losses .............................. 12,829 11,011 10,421 6,506 7,307
Deposits ............................................... 928,970 858,103 841,899 506,256 457,644
Short-term debt ........................................ 27,750 42,105 21,280 12,717 7,350
Long-term debt ......................................... 14,587 12,939 1,089 2,132 1,376
Stockholders' equity ................................... 97,933 88,803 78,144 43,520 35,496
WEIGHTED AVERAGE SHARES OUTSTANDING - DILUTED (2) ...... 8,884 8,756 4,955 4,464 4,316
Per Common Share Data:
Net income - diluted (3) ............................... $ 1.31 $ 1.38 $ 1.10 $ 1.34 $ 1.27
Book value (period end) (4) ........................... 11.32 10.38 9.16 7.05 5.78
Tangible book value (period end)....................... 10.32 9.48 8.27 6.55 5.21
Dividends declared .................................... 0.46 0.28 - - -
PERFORMANCE RATIOS:
Return on average assets .............................. 1.01% 1.17% 0.95% 1.18% 1.22%
Return on average equity .............................. 12.42 14.48 13.58 17.89 18.54
Net interest margin (5) ................................ 4.53 4.70 4.29 4.49 4.34
Net interest margin (taxable equivalent (5)............. 4.64 4.79 4.39 4.64 4.48
ASSET QUALITY RATIOS:
Allowance for loan losses to period end loans........... 1.52% 1.40% 1.53% 1.54% 2.08%
Allowance for loan losses to period end
nonperforming loans (6) .............................. 245.48 356.92 320.55 354.36 240.28
Net charge-offs (recoveries) to a....................... 0.15 0.04 0.05 0.68 (0.11)
Nonperforming assets to period end loans and
foreclosed property (6) .............................. 0.79 0.46 0.57 0.54 1.18
CAPITAL AND LIQUIDITY RATIOS:
Average equity to average assets........................ 8.10% 8.06% 6.98% 6.59% 6.58%
Leverage (4.00% required minimum) (7)................... 7.58 8.13 10.59 8.25 6.78
Risk-based capital
Tier 1 (4.00% required minimum) (7)................... 9.38 10.28 10.51 11.17 9.99
Total (8.00% required minimum) (7).................... 10.63 11.38 11.59 12.30 11.14
Average loans to average deposits....................... 89.24 87.06 82.36 81.35 75.98
</TABLE>
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<PAGE>
(1) On November 30, 1997, FAB merged with and into the Company ("the FAB
Merger"). Pursuant to the terms of the FAB Merger, each share of FAB common
stock was converted into .7199 shares of the Company's common stock. The
FAB Merger was accounted for as a pooling of interests. On September 30,
1996, FIRSTBANC Holding Company, Inc. ("FIRSTBANC") was merged with and
into the Company, with each share of common stock of FIRSTBANC being
converted into 7.12917 shares of the Company's common stock. The FIRSTBANC
merger was accounted for as a pooling of interests. On December 29, 1995,
National Commerce Corporation ("NCC") and Commerce Bankshares, Inc. ("CBS")
merged with and into the Company ("the NCC Merger"). Pursuant to the terms
of the NCC Merger, each share of NCC common stock was converted into 348.14
shares of the Company's common stock and each share of CBS common stock was
converted into 7.0435 shares of the Company's common stock for a total of
3,106,981 shares (or 50.1%) of Company common stock. The NCC Merger was
accounted for as a "reverse acquisition," whereby NCC is deemed to have
acquired ANB for financial reporting purposes. However, ANB remained as the
continuing legal entity and registrant for Securities and Exchange
Commission filing purposes. Consistent with the reverse acquisition
accounting treatment, the historical income statement information included
in the Five-Year Summary of Selected Financial Data of the Company is that
of NCC for years prior to 1996. The balance sheet information included in
the historical Five-Year Summary of Selected Financial Data of the Company
is that of NCC for years prior to 1995, as adjusted for subsequent poolings
of interest. The historical Five-Year Summary of Selected Financial Data
for all periods have been restated to include the results of operations of
FAB and FIRSTBANC from the earliest period presented, except for dividends
per common share. (See Note 1 to the Company's consolidated financial
statements included in this Annual Report).
(2) The weighted average common share and common equivalent shares outstanding
are those of NCC, CBS, FAB, and FIRSTBANC converted into ANB common and
common equivalents at the applicable exchange ratios.
(3) Net income per common share - diluted is calculated based upon net income
as adjusted for minority interests in earnings of consolidated subsidiaries
and cash dividends on preferred stock.
(4) Book value and tangible book value at December 31, 1994 and 1993 are
calculated on the outstanding common shares of NCC, CBS, FAB, and FIRSTBANC
converted at the exchange ratio.
(5) Net interest income divided by average earning assets.
(6) Nonperforming loans and nonperforming assets includes loans past due 90
days or more that are still accruing interest.
(7) Based upon fully phased-in requirements.
20
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
BASIS OF PRESENTATION
The following is a discussion and analysis of the consolidated financial
condition of the Company and results of operations as of the dates and for the
periods indicated. On November 30, 1997, First American Bancorp ("FAB"), a one
bank holding company headquartered in Decatur, Alabama, was merged with and into
the Company, pursuant to which each share of FAB common stock was converted into
.7199 shares of the Company's common stock for a total of 2,071,966 shares. The
FAB Merger was accounted for as a pooling of interests. On September 30, 1996,
FIRSTBANC Holding Company ("FIRSTBANC"), a one bank holding company
headquartered in Robertsdale, Alabama, was merged into the Company. The Company
acquired all of the outstanding common stock of FIRSTBANC in exchange for
305,000 shares of the Company's common stock. The FIRSTBANC merger was
accounted for as a pooling of interests. On December 29, 1995, National Commerce
Corporation ("NCC") and its wholly-owned subsidiary, Commerce Bankshares, Inc.
("CBS") a one bank holding company located in Birmingham, Alabama, was merged
with and into the Company ("the NCC Merger"). Pursuant to terms of the NCC
Merger, each share of NCC common stock was converted into 348.14 shares of ANB
common stock and each share of CBS common stock was converted into 7.0435 shares
of ANB common stock for a total of 3,106,981 shares (or 50.1%) of ANB's common
stock. The NCC Merger was accounted for as a "reverse acquisition," whereby NCC
is deemed to have acquired ANB for financial reporting purposes. However, ANB
remained as the continuing legal entity and registrant for Securities and
Exchange Commission purposes. Consistent with the reverse acquisition
accounting treatment, the historical financial statements of the Company
presented for 1995 are the consolidated financial statements of NCC, adjusted
for subsequent poolings of interest, and differ from the consolidated financial
statements of ANB as previously reported. The operations of ANB are included in
the financial statements from the date of acquisition.
The historical consolidated financial statements of the Company and the
"FIVE-YEAR SUMMARY OF SELECTED FINANCIAL DATA" derived from the historical
consolidated financial statements of the Company are set forth elsewhere herein.
This discussion should be read in conjunction with those consolidated financial
statements and selected consolidated financial data and the other financial
information included in this Annual Report.
21
<PAGE>
SELECTED BANK FINANCIAL DATA
The Company's success is dependent upon the financial performance of the
Banks. The Company, with input from the management of each Bank, establishes
operating goals for each Bank. The following tables summarize selected
financial information for 1997 and 1996 for each of the Banks operated by the
Company.
SELECTED BANK FINANCIAL DATA
(AMOUNTS IN THOUSANDS, EXCEPT RATIOS)
(UNAUDITED)
<TABLE>
<CAPTION>
DECEMBER 31, 1997
----------------------------------------------------------------------------------------
NATIONAL ALABAMA BANK CITIZENS & FIRST FIRST FIRST
BANK OF EXCHANGE OF PEOPLES AMERICAN CITIZENS GULF
COMMERCE BANK DADEVILLE BANK, N.A.(1) BANK BANK, N.A.(2) BANK (1)
----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Summary of Operations:
Interest income....................... $ 48,401 $ 3,976 $ 5,144 $ 1,896 $ 20,250 $ 6,842 $ 5,068
Interest expense...................... 24,998 1,089 2,205 748 8,686 3,025 2,005
Net interest income................... 23,403 2,887 2,939 1,148 11,564 3,817 3,063
Provision for loan losses............. - 10 - 76 2,811 41 50
Securities gains (losses)............. - - 4 - (15) 3 -
Noninterest income.................... 14,048 425 733 225 1,901 664 645
Noninterest expense................... 25,197 1,715 1,887 1,146 9,528 2,414 2,413
Net income............................ 8,215 1,084 1,250 126 792 1,473 808
Balance Sheet Highlights:
At Period-End:
Total assets......................... $714,725 $64,563 $62,307 $14,677 $239,931 $89,816 $92,779
Securities........................... 103,153 15,634 10,977 8,366 29,041 31,670 15,124
Loans, net of unearned
income............................... 457,605 33,111 43,028 2,734 188,473 48,936 67,426
Allowance for loan losses............ 7,398 363 494 20 3,086 715 753
Deposits............................. 456,843 59,015 51,292 10,354 196,596 78,531 82,253
Short-term debt...................... 5,880 - - - 12,500 - -
Long-term debt....................... 10,274 - 4,200 - - - -
Stockholders' equity................. 50,247 5,025 5,915 4,328 20,401 8,565 6,730
Performance Ratios:
Return on average assets.............. 1.30% 2.21% 1.98% 0.49% 0.35% 1.70% 1.26%
Return on average equity.............. 16.87 23.81 21.34 3.51 3.39 17.93 16.15
Net interest margin................... 3.95 6.35 5.07 4.97 5.51 4.80 5.35
Capital and Liquidiy Ratios:
Average equity to average assets...... 7.69 9.29 9.28 13.90 10.19 9.47 7.80
Leverage (4.00% required minimum)..... 7.41 7.48 9.16 34.69 8.50 9.27 7.36
Risk-based capital....
Tier 1 (4.00% required minimum)....... 9.12 10.09 12.70 69.88 10.15 15.27 9.24
Total (8.00% required minimum)........ 10.37 11.03 13.79 70.20 11.40 16.52 10.27
Average loans to average deposits...... 95.64 70.37 85.08 63.44 93.69 66.86 78.84
</TABLE>
22
<PAGE>
SELECTED BANK FINANCIAL DATA (CONTINUED)
(AMOUNTS IN THOUSANDS, EXCEPT RATIOS)
(UNAUDITED)
<TABLE>
<CAPTION>
DECEMBER 31, 1996
--------------------------------------------------------------------------------------
NATIONAL ALABAMA BANK CITIZENS & FIRST FIRST FIRST
BANK OF EXCHANGE OF PEOPLES AMERICAN CITIZENS GULF
COMMERCE BANK DADEVILLE BANK, N.A.(1) BANK BANK, N.A.(2) BANK (1)
--------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Summary of Operations:
Interest income............................ $ 43,444 $ 3,763 $ 4,918 $ 2,667 $ 18,055 $ 7,260 $ 3,607
Interest expense........................... 21,219 959 1,998 996 7,881 3,058 1,158
Net interest income........................ 22,225 2,804 2,920 1,671 10,174 4,202 2,449
Provision for loan losses.................. (198) 103 - 30 646 238 68
Securities gains (losses).................. (42) 5 - - (51) (1) 5
Noninterest income......................... 13,415 422 767 365 1,732 916 204
Noninterest expense........................ 24,015 1,756 1,862 1,387 7,667 2,804 1,645
Net income................................. 7,923 982 1,260 394 2,402 1,599 612
Balance Sheet Highlights:
At Period-End:
Total assets.............................. $623,368 $43,868 $58,643 $34,839 $223,081 $83,999 $39,972
Securities................................ 106,722 8,633 9,119 8,579 29,248 17,779 1,867
Loans, net of unearned income............. 430,159 31,347 43,929 21,031 173,970 55,189 30,877
Allowance for loan losses................. 6,768 522 510 276 1,689 828 418
Deposits.................................. 449,083 38,923 47,266 31,085 183,827 75,304 35,745
Short-term debt........................... 19,000 - 5,000 - 12,500 - -
Long-term debt............................ 300 - - - 139 - -
Stockholders' equity...................... 46,555 4,218 5,523 3,169 22,320 7,804 4,020
Performance Ratios:
Return on average assets................... 1.42% 2.25% 2.14% 1.14% 1.16% 1.83% 1.51%
Return on average equity................... 17.46 23.31 21.72 12.15 11.56 21.32 15.27
Net interest margin........................ 4.28 6.97 5.47 5.42 5.38 5.26 6.87
Capital and Liquidiy Ratios:
Average equity to average assets........... 8.12 9.64 9.86 9.37 10.01 8.56 9.89
Leverage (4.00% required minimum).......... 8.10 9.33 9.28 9.13 10.70 9.15 9.96
Risk-based capital.........................
Tier 1 (4.00% required minimum)........... 10.47 13.17 12.24 13.87 12.53 14.50 12.32
Total (8.00% required minimum)............ 11.72 14.42 13.38 15.07 12.58 15.70 13.57
Average loans to average deposits.......... 90.14 79.37 89.10 65.07 88.63 70.79 90.88
</TABLE>
____________
(1) In August 1997, First Bank, a subsidiary of the Company, transferred a
significant portion of its assets and liabilities to First Gulf Bank, also a
subsidiary of the Company. Concurrent with this transfer, First Bank
converted to a national bank, changed its name to Citizens & Peoples Bank,
National Association, and relocated its headquarters from Robertsdale,
Alabama to Cantonment, Florida. This is the first bank to be operated by the
Company outside of Alabama.
(2) In December 1997, First Citizens Bank, National Association ("First
Citizens"), formerly First National Bank of Ashland, a subsidiary of the
Company, was merged with Citizens Bank of Talladega, also a subsidiary of
the Company. Concurrent with the consummation of this merger, First Citizens
relocated its headquarters from Ashland, Alabama to Talladega, Alabama.
23
<PAGE>
RESULTS OF OPERATIONS
Year ended December 31, 1997, compared with year ended December 31, 1996
The Company's net income decreased by $459,000, or 3.8%, to $11.7 million
in the year ended December 31, 1997, from $12.1 million in the year ended
December 31, 1996. Return on average assets during 1997 was 1.01%, compared
with 1.17% during 1996, and return on average equity was 12.42% during 1997,
compared with 14.48% during 1996.
Net interest income increased $2.6 million, or 5.8%, to $47.5 million in
1997 from $44.9 million in 1996, as interest income increased by $7.2 million
and interest expense increased $4.6 million. The increase in net interest
income is primarily attributable to a $75.9 million increase in average loans to
$801.4 million during 1997, from $725.5 million during 1996, as a result of
management emphasis on loan growth. The increase in interest expense is
primarily attributable to an increase in average time deposits of $65.1 million
to $425.2 million in 1997, from $360.1 million in 1996. In general, loans are
the Company's highest yielding earning asset and time deposits are one of the
Company's highest cost interest-bearing liabilities.
The Company's net interest spread and net interest margin were 3.97% and
4.53%, respectively, in 1997, decreasing by 14 and 17 basis points,
respectively, from 1996. These decreases reflect declining yield on average
loans and an increasing cost of interest-bearing liabilities, both attributable
to competition from banks and other financial institutions.
The Company recorded a provision for loan losses of $3.0 million during
1997, $2.8 million of which was recorded at FAB. The FAB provision was
primarily associated with higher loss experience in FAB's indirect automobile
lending and sub-prime mortgage lending portfolios (which lending businesses have
been discontinued). The 1997 provision of $3.0 million compares with a
provision for loan losses of $885,000 during 1996, an increase of $2.1 million,
or 237.6%. Following the 1997 provision, management believes that both loan
loss experience and asset quality indicate that the allowance for loan losses is
maintained at an adequate level. The Company's allowance for loan losses as a
percentage of period-end loans was 1.52% at December 31, 1997, compared to 1.40%
at December 31, 1996, and the allowance for loan losses as a percentage of
period-end nonperforming assets was 191.8% at December 31, 1997, compared with
303.1% at December 31, 1996. The Company experienced net charge-offs of $1.2
million in 1997 equating to a ratio of net charge-offs to average loans of
0.15%. See "-- PROVISION AND ALLOWANCE FOR LOAN LOSSES."
Noninterest income increased $537,000, or 3.1%, to $18.0 million in 1997,
compared with $17.5 million in 1996. The Company experienced increases in its
fee-based divisions (investment services, trust, and mortgage lending) of $1.1
million, or 10.5%, to $11.5 million in 1997 from $10.4 million in 1996. These
increases were offset by a charge to provide for the consolidation of FAB's data
processing facilities into the existing Company facility and by losses resulting
from abandonment of certain leasehold improvements, all which total $499,000 in
1997 compared to a net gain of $148,000 in 1996, a decrease of $647,000.
Noninterest expense increased $1.4 million, or 3.2%, to $45.5 million during
1997, compared with $44.1 million during 1996.
Income before the provision for income taxes decreased $284,000, or 1.6%,
to $17.1 million in 1997, from $17.4 million in 1996. Income before minority
interest in earnings of consolidated subsidiary and net income decreased
$461,000 and $459,000, respectively, during 1997.
Year ended December 31, 1996, compared with year ended December 31, 1995
The Company's net income increased by $5.8 million, or 93.0%, to $12.1
million in the year ended December 31, 1996, from $6.3 million in the year ended
December 31, 1995. Return on average assets during 1996 was 1.17%, compared
with 0.95% during 1995, and return on average equity was 14.48% during 1996,
compared with 13.58% during 1995.
24
<PAGE>
Net interest income increased $18.4 million, or 69.5%, to $44.9 million in
1996 from $26.5 million in 1995, as interest income increased by $30.1 million
and interest expense increased $11.7 million. The increase in net interest
income is primarily attributable to a $275.8 million increase in average loans
to $725.5 million during 1996, from $449.8 million during 1995, as a result of
the NCC Merger and an increased management emphasis on loan growth. The
increase in interest expense is primarily attributable to an increase in average
time deposits of $127.7 million to $360.1 million in 1996, from $232.4 million
in 1995.
The Company's net interest spread and net interest margin were 4.11% and
4.70%, respectively, in 1996, increasing by 43 and 41 basis points,
respectively, from 1995. These increases reflect the increase in average loans,
relative to other earning assets.
The Company recorded a provision for loan losses of $885,000 during 1996,
compared with a provision for loan losses of $1.0 million during 1995, a decline
of $131,000, or 12.9%. The Company's allowance for loan losses as a percentage
of period-end loans was 1.40% at December 31, 1996, compared to 1.53% at
December 31, 1995, and the allowance for loan losses as a percentage of period-
end nonperforming assets was 303.1% at December 31, 1996, compared with 266.4%
at December 31, 1995. The Company experienced net charge-offs of $295,000 in
1996 equating to a ratio of net charge-offs to average loans of 0.04%. See "--
PROVISION AND ALLOWANCE FOR LOAN LOSSES."
Noninterest income increased $8.4 million, or 91.2%, to $17.5 million in
1996, compared with $9.2 million in 1995. The increase is partly attributable
to an increase in investment services income of $4.0 million, or 100.5%, to $7.9
million in 1996, compared with $3.9 million in 1995, with the remainder of the
increase being attributed to the NCC Merger. The 1996 increase in investment
services income resulted from expansion of the sales forces in mid-1995.
Noninterest expense increased $17.2 million, or 64.1%, to $44.1 million during
1996, compared with $26.8 million during 1995. Of the $17.2 million increase in
noninterest expense, approximately $4.3 million is attributable to expansion of
the investment services division of the Company, with the remaining increase
being attributed to NCC Merger.
Income before the provision for income taxes increased $9.6 million, or
122.4%, to $17.4 million in 1996, from $7.8 million in 1995. Income before
minority interest in earnings of consolidated subsidiary and net income
increased $5.2 million and $5.8 million, respectively, during 1996.
NET INTEREST INCOME
The largest component of the Company's net income is its net interest
income -- the difference between the income earned on assets and interest paid
on deposits and borrowed funds used to support its assets. Net interest income
is determined by the yield earned on the Company's earning assets and rates paid
on its interest-bearing liabilities, the relative amounts of earning assets and
interest-bearing liabilities and the maturity and repricing characteristics of
its earning assets and interest-bearing liabilities. Net interest income
divided by average earning assets represents the Company's net interest margin.
Average Balances, Income, Expenses and Rates
The following table depicts, on a taxable equivalent basis for the periods
indicated, certain information related to the Company's average balance sheet
and its average yields on assets and average costs of liabilities. Such yields
or costs are derived by dividing income or expense by the average daily balances
of the associated assets or liabilities.
25
<PAGE>
AVERAGE BALANCES, INCOME AND EXPENSES AND RATES
(AMOUNTS IN THOUSANDS, EXCEPT YIELDS AND RATES)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------------------------------------------------------
1997 1996
----------------------------------------------------------------------------------
AVERAGE INCOME/ YIELD/ AVERAGE INCOME/ YIELD/ AVERAGE
ASSETS: BALANCE EXPENSE RATE BALANCE EXPENSE RATE BALANCE
----------------------------------------------------------------------------------
<S> <C> <C><C> <C> <C> <C> <C> <C>
EARNING ASSETS:
Loans (1) (3).......................... $ 801,435 $75,323 9.40% $ 725,537 $69,452 9.57% $449,783
Securities:
Taxable............................... 164,850 10,735 6.51 162,283 10,358 6.38 106,525
Tax exempt............................ 32,065 2,567 8.01 28,919 2,233 7.72 29,307
Cash balances in other banks........... 1,042 55 5.28 4,060 240 5.91 3,681
Funds sold............................. 46,176 2,594 5.62 32,684 1,621 4.96 27,586
Trading account securities............. 3,488 193 5.53 2,814 183 6.50 1,097
---------- ------- ---------- ------- --------
Total earning assets (2)........... 1,049,056 91,467 8.72 956,297 84,087 8.79 617,979
---------- ------- ---------- ------- --------
Cash and due from banks.................. 39,472 36,842 25,822
Premises and equipment................... 29,934 29,916 14,860
Other assets............................. 52,311 26,675 10,433
Allowance for loan losses................ (11,580) (10,792) (6,614)
---------- ---------- --------
Total assets...................... $1,159,193 $1,038,938 $662,480
========== ========== ========
LIABILITIES:
Interest-bearing liabilities:
Interest-bearing transaction accounts.. $ 113,593 3,169 2.79 $ 147,133 4,744 3.22 $107,712
Savings and money market deposits...... 226,828 8,464 3.73 201,071 7,194 3.58 132,953
Time deposits.......................... 425,186 23,708 5.58 360,100 20,225 5.62 232,373
Funds purchased........................ 85,533 4,464 5.22 71,640 3,623 5.06 38,585
Other short-term borrowings............ 41,236 2,548 6.18 29,813 2,056 6.90 17,467
Long-term debt......................... 8,583 487 5.67 7,831 404 5.16 1,160
---------- ------- ---------- ------- --------
Total interest-bearing............ 900,959 42,840 4.75 817,588 38,246 4.68 530,250
liabilities...................... ---------- ------- ---- ---------- ------- ---- --------
Demand deposits.......................... 132,419 125,118 75,990
Accrued interest and other liabilities... 31,898 12,506 9,977
Stockholders' equity..................... 93,917 83,726 46,263
Total liabilities and................ ---------- ---------- --------
stockholders' equity................ $1,159,193 $1,038,938 $662,480
========== ========== ========
Net interest spread...................... 3.97% 4.11%
==== ====
Net interest income/margin on
a taxable equivalent basis............. 48,627 4.64% 45,841 4.79%
==== ====
Tax equivalent adjustment (2)............ 1,079 907
------- -------
Net interest income/margin............... $47,548 4.53% $44,934 4.70%
======= ==== ======= ====
<CAPTION>
----------------------
1995
----------------------
INCOME/ YIELD/
EXPENSE RATE
-----------------------
<S> <C> <C>
ASSETS:
EARNING ASSETS:
<S>
Loans (1) (3).......................... $42,706 9.49%
Securities:
Taxable............................... 7,692 7.22
Tax exempt............................ 1,401 4.78
Cash balances in other banks........... 216 5.87
Funds sold............................. 1,623 5.88
Trading account securities............. 67 6.11
-------
Total earning assets (2)........... 53,705 8.69
-------
Cash and due from banks..................
Premises and equipment...................
Other assets.............................
Allowance for loan losses................
Total assets......................
LIABILITIES:
Interest-bearing liabilities:
Interest-bearing transaction accounts.. 3,576 3.32
Savings and money market deposits...... 5,569 4.19
Time deposits.......................... 13,840 5.96
Funds purchased........................ 2,303 5.97
Other short-term borrowings............ 1,163 6.66
Long-term debt......................... 104 8.97
-------
Total interest-bearing............ 26,555 5.01
liabilities...................... ------- ----
Demand deposits..........................
Accrued interest and other liabilities...
Stockholders' equity.....................
Total liabilities and................
stockholders' equity................
Net interest spread...................... 3.68%
====
Net interest income/margin on
a taxable equivalent basis............. 27,150 4.39%
====
Tax equivalent adjustment (2)............ 638
-------
Net interest income/margin............... $26,512 4.29%
======= ====
</TABLE>
_________
(1) Average loans include nonaccrual loans. All loans and deposits are
domestic.
(2) Tax equivalent adjustments are based on the assumed rate of 34%, and do not
give effect to the disallowance for Federal income tax purposes of interest
expense related to certain tax-exempt assets.
(3) Fees in the amount of $2,744,000, $2,508,000, and $1,336,000 are included
in interest and fees on loans for 1997, 1996, and 1995, respectively.
During 1997, with little change in the overall interest rate levels from
that in 1996, the Company experienced an increase in net interest income of $2.6
million, or 5.8%, to $47.5 million, compared with $44.9 million in 1996. Net
interest income increased despite a decrease in the net interest spread of 14
basis points to 3.97% in 1997 from 4.11% in 1996, and a decrease in the net
interest margin of 17 basis points to 4.53% in 1997, compared with 4.70% in
1996. Because the relative yield on loans exceeds that of all other earnings
assets, the primary reason for the increased net interest income was a 10.5%
increase in average loan volume. The primary reason for the decrease in the net
interest spread and net interest margin was "spread-compression" resulting from,
generally, lower rates on loans, and higher rates on marginal funding sources,
such as time deposits, Federal funds purchased, and Federal Home Loan Bank
borrowings, as well as an increase in higher cost time deposits as a percentage
of total deposits, which are among the highest cost funding sources available to
the Company. During 1997, net average earning assets increased by $92.8 million,
or 9.7%, to $1,049.1 million from $956.3 million in 1996, while average loans
increased $75.9 million, or 10.5%, to $801.4 million in 1997 from $725.5 million
in 1996.
26
<PAGE>
Analysis of Changes in Net Interest Income
The following table sets forth, on a taxable equivalent basis, the effect
which varying levels of earning assets and interest-bearing liabilities and the
applicable rates had on changes in net interest income for 1997 and 1996. For
the purposes of this table, changes which are not solely attributable to volume
or rate are allocated to volume and rate on a pro rata basis.
ANALYSIS OF CHANGES IN NET INTEREST INCOME
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------------------------------------------
1997 COMPARED TO 1996 1996 COMPARED TO 1995
VARIANCE DUE TO VARIANCE DUE TO
--------------------------------------------------------------
VOLUME YIELD/RATE TOTAL VOLUME YIELD/RATE TOTAL
--------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
EARNING ASSETS:
Loans ...................................... $ 7,127 $ (1,256) $ 5,871 $ 26,383 $ 363 $ 26,746
Securities:
Taxable .................................. 165 212 377 3,646 (980) 2,666
Tax exempt ............................... 248 86 334 (19) 851 832
Cash balances in other banks ............... (161) (24) (185) 23 1 24
Funds sold ................................. 736 237 973 274 (276) (2)
Trading account securities ................. 40 (30) 10 112 4 116
--------- --------- -------- --------- -------- --------
Total interest income ................. 8,155 (775) 7,380 30,419 (37) 30,382
INTEREST-BEARING LIABILITIES:
Interest-bearing transaction accounts ...... (993) (582) (1,575) 1,279 (111) 1,168
Savings and money market deposits .......... 957 313 1,270 2,529 (904) 1,625
Time deposits .............................. 3,628 (145) 3,483 7,216 (831) 6,385
Funds purchased ............................ 723 118 841 1,717 (397) 1,320
Other short-term borrowings ................ 724 (232) 492 850 43 893
Long-term debt ............................. 41 42 83 361 (61) 300
--------- ---------- --------- --------- -------- ---------
Total interest expense ................ 5,080 (486) 4,594 13,952 (2,261) 11,691
--------- ---------- --------- --------- -------- ---------
Net interest income on a taxable
equivalent basis .................... $ 3,075 $ (289) 2,786 $ 16,467 $(2,224) 18,691
========= ========== ========= =======
Taxable equivalent adjustment .............. (172) (269)
========= =========
Net interest income ........................ $ 2,614 $ 18,422
========= =========
</TABLE>
INTEREST SENSITIVITY AND MARKET RISK
Interest Sensitivity
The Company monitors and manages the pricing and maturity of its assets and
liabilities in order to diminish the potential adverse impact that changes in
interest rates could have on net interest income. The principal monitoring
technique employed by the Company is the measurement of the interest sensitivity
"gap," which is the positive or negative dollar difference between assets and
liabilities that are subject to interest rate repricing within a given period of
time. Interest rate sensitivity can be managed by repricing assets and
liabilities, selling securities available for sale, replacing an asset or
liability at maturity or by adjusting the interest rate during the life of an
asset or liability.
27
<PAGE>
The Company evaluates interest sensitivity risk and then formulates
guidelines regarding asset generation and repricing, and sources and prices of
off-balance sheet commitments in order to decrease interest sensitivity risk.
The Company uses computer simulations to measure the net income effect of
various interest rate scenarios. The modeling reflects interest rate changes
and the related impact on net income over specified periods of time.
The following table illustrates the Company's interest rate sensitivity at
December 31, 1997, assuming the relevant assets and liabilities are collected
and paid, respectively, based upon historical experience rather than their
stated maturities.
INTEREST SENSITIVITY ANALYSIS
(AMOUNTS IN THOUSANDS, EXCEPT RATIOS)
<TABLE>
<CAPTION>
DECEMBER 31, 1997
--------------------------------------------------------------------------------
AFTER ONE AFTER THREE
THROUGH THROUGH
WITHIN ONE THREE TWELVE WTIHIN ONE GREATER THAN
MONTH MONTHS MONTHS YEAR ONE YEAR TOTAL
------------ ------------ ------------- ------------- -------------- -----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Earning assets:
Loans (1) ................................ $ 391,277 $ 45,285 $ 117,211 $ 553,773 $ 284,844 $ 838,617
Securities (2) ........................... 14,051 7,926 31,213 53,190 155,145 208,335
Interest-bearing deposits in
other banks ............................ 2,391 - - 2,391 - 2,391
Funds sold ............................... 50,009 - - 50,009 - 50,009
----------- ---------- ----------- ----------- ----------- -----------
Total interest-earning assets ....... $ 457,728 $ 53,211 $ 148,424 $ 659,363 $ 439,989 $ 1,099,352
LIABILITIES:
Interest-bearing liabilities:
Interest-bearing deposits:
Demand deposits ...................... $ - $ - $ 121,884 $ 121,884 $ - $ 121,884
Savings and money market deposits .... 240,581 - - 240,581 - 240,581
Time deposits (3) .................... 84,785 80,038 112,751 277,574 142,925 420,499
Funds purchased .......................... 139,118 - - 139,118 - 139,118
Short-term borrowings (4) ................ 34,512 - - 34,512 - 34,512
Long-term debt ........................... 14,202 4 18 14,224 363 14,587
----------- ---------- ----------- ----------- ----------- -----------
Total interest-bearing liabilities ... $ 513,198 $ 80,042 $ 234,653 $ 827,893 $ 143,288 $ 971,181
----------- ---------- ----------- ----------- ----------- -----------
Period gap ................................... $ (55,470) $ (26,831) $ (86,229) $ (168,530) $ 296,701
=========== ========== =========== =========== ===========
Cumulative gap ............................... $ (55,470) $ (82,301) $ (168,530) $ (168,530) $ 128,171 $ 128,171
=========== ========== =========== =========== =========== ===========
Ratio of cumulative gap to total
earning assets ............................... (5.05)% (7.49)% (15.33)% (15.33)% 11.66%
</TABLE>
______________________
(1) Excludes nonaccrual loans of $4,174,000.
(2) Excludes investment equity securities of $5,677,000.
(3) Excludes matured certificates which have not been redeemed by the customer
and on which no interest is accruing.
(4) Includes treasury, tax and loan account of $6,762,000.
28
<PAGE>
The Company generally benefits from increasing market rates of interest
when it has an asset-sensitive gap and generally benefits from decreasing market
interest rates when it is liability sensitive. The Company is liability
sensitive throughout one year. The analysis presents only a static view of the
timing and repricing opportunities, without taking into consideration that
changes in interest rates do not affect all assets and liabilities equally. For
example, rates paid on a substantial portion of core deposits may change
contractually within a relatively short time frame, but those are viewed by
management as significantly less interest sensitive than market-based rates such
as those paid on non-core deposits. Accordingly, management believes that a
liability-sensitive gap position is not as indicative of the Company's true
interest sensitivity as it would be for an organization which depends to a
greater extent on purchased funds to support earning assets. Net interest
income may be impacted by other significant factors in a given interest rate
environment, including changes in the volume and mix of earning assets and
interest-bearing liabilities.
Market Risk
The Company's earnings are dependent on its net interest income which is
the difference between interest income earned on all earning assets, primarily
loans and securities, and interest paid on all interest bearing liabilities,
primarily deposits. Market risk is the risk of loss from adverse changes in
market prices and rates. The Company's market risk arises primarily from
inherent interest rate risk in its lending, investing and deposit gathering
activities. The Company seeks to reduce its exposure to market risk through
actively monitoring and managing its interest rate risk. Management relies upon
static "gap" analysis to determine the degree of mismatch in the maturity and
repricing distribution of interest earning assets and interest bearing
liabilities which quantifies, to a large extent, the degree of market risk
inherent in the Company's balance sheet. Gap analysis is further augmented by
simulation analysis to evaluate the impact of varying levels of prevailing
interest rates and the sensitivity of specific earning assets and interest
bearing liabilities to changes in those prevailing rates. Simulation analysis
consists of evaluating the impact on net interest income given changes from 200
basis points below to 200 basis points above the current prevailing rates.
Management makes certain assumptions as to the effect varying levels of interest
rates have on certain earning assets and interest bearing liabilities, which
assumptions consider both historical experience and consensus estimates of
outside sources.
With respect to the primary earning assets, loans and securities, certain
features of individual types of loans and specific securities introduce
uncertainty as to their expected performance at varying levels of interest
rates. In some cases, imbedded options exist whereby the borrower may elect to
repay the obligation at any time. These imbedded prepayment options make
anticipating the performance of those instruments difficult given changes in
prevailing rates. At December 31, 1997, mortgage backed securities totaling
$123.4 million, or 9.7% of total assets and essentially every loan, net of
unearned income, (totaling $842.8 million, or 66.1% of total assets), carry
such imbedded options. Management believes that assumptions used in its
simulation analysis about the performance of financial instruments with such
imbedded options are appropriate. However, the actual performance of these
financial instruments may differ from management's estimates due to several
factors, including the diversity and sophistication of the customer base, the
general level of prevailing interest rates and the relationship to their
historical levels, and general economic conditions. The difference between
those assumptions and actual results, if significant, could cause the actual
results to differ from those indicated by the simulation analysis.
Deposits totaled $929.0 million, or 72.9%, of total assets at December 31,
1997. Since deposits are the primary funding source for earning assets, the
associated market risk is considered by management in its simulation analysis.
Generally, it is anticipated that deposits will be sufficient to support funding
requirements. However, the rates paid for deposits at varying levels of
prevailing interest rates have a significant impact on net interest income and
therefore, must be quantified by the Company in its simulation analysis.
Specifically, the Company's spread, the difference between the rates earned on
earning assets and rates paid on interest bearing liabilities, is generally
higher when prevailing rates are higher. As prevailing rates reduce, the spread
tends to compress, with severe compression at very low prevailing interest
rates. This characteristic is called "spread compression" and adversely effects
net interest income in the simulation analysis when anticipated prevailing rates
are reduced from current rates. Management relies upon historical experience to
estimate the degree of spread compression in its simulation analysis. Management
believes that such estimates of possible spread compression are reasonable.
However, if the
29
<PAGE>
degree of spread compression varies from that expected, the actual results could
differ from those indicated by the simulation analysis.
The following table illustrates the results of simulation analysis used by
the Company to determine the extent to which market risk would have effected the
net interest margin if prevailing interest rates differed from actual rates
during 1997. Because of the inherent use of estimates and assumptions in the
simulation model used to derive this information, the actual results for 1997
and, certainly, the future impact of market risk on the Company's net interest
margin, may differ from that found in the table.
MARKET RISK
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
Change in Change from
Prevailing Interest Net Interest 1997 Net Interest
Rates Income Amount Income Amount
- -------------------- --------------- -----------------
<S> <C> <C>
+200 basis points $ 50,971 7.20%
+100 basis points 49,260 3.60
0 basis points 47,548 -
-100 basis points 45,879 (3.51)
-200 basis points 44,205 (7.03)
</TABLE>
PROVISION AND ALLOWANCE FOR LOAN LOSSES
The Company has policies and procedures for evaluating the overall credit
quality of its loan portfolio including timely identification of potential
problem credits. On a monthly basis, management, through an independent loan
review function, reviews the appropriate level for the allowance for loan losses
based on the results of the internal monitoring and reporting system, analysis
of economic conditions in its markets and a review of historical statistical
data for both the Company and other financial institutions. Loan review
evaluates the loan portfolio in accordance with regulatory guidelines and
monitors those loans classified as doubtful, substandard and special mention.
Internal classification combined with migration analysis of those
classifications, currently covering 48 months, are tools utilized by loan review
to make specific evaluations as to the level of allowance for loan losses
necessary to reserve for expected loan losses in the portfolio. Also considered
in management's evaluation of the adequacy of the allowance for loan losses are
the level of nonperforming loans and the results of regulatory examinations
conducted for each bank, including their evaluation of the Company's policies
and procedures and classification of loans.
Due to an increase in the loss experience in FAB's indirect automobile
lending and sub-prime lending portfolios, management deemed it prudent to
increase FAB's provision for loan losses during 1997. This indirect automobile
lending and sub-prime mortgage lending businesses have been discontinued and
management believes the allowance for loan losses adequately covers the
Company's exposure to loan losses.
Management's judgment as to the adequacy of the allowance for loan losses
is also based upon assumptions about future events which it believes to be
reasonable. These assumptions include consistent application of sound
underwriting standards, continued low turnover among lending staff, general
economic conditions including stable interest rates, and stable levels of
nonperforming loans. Should these assumptions change, there is no assurance
that charge-offs in future periods will not exceed the allowance for loan losses
or that additional loan loss provisions will not be required.
30
<PAGE>
Additions to the allowance for loan losses, which are expensed as the
provision for loan losses on the Company's income statement, are made
periodically to maintain the allowance for loan losses at an appropriate level
as determined by management. Loan losses and recoveries are charged or credited
directly to the allowance for loan losses.
ALLOWANCE FOR LOAN LOSSES
(Amounts in thousands, except percentages)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------------------------------
1997 1996 1995 1994 1993
---------- --------- --------- --------- ----------
<S> <C> <C> <C> <C> <C>
Total loans outstanding at end of period, net
of unearned income ......................... $ 842,790 $ 785,282 $ 680,172 $ 422,307 $ 351,990
========= ========= ========= ========= ==========
Average amount of loans outstanding, net
of unearned income ......................... $ 801,435 $ 725,537 $ 449,783 $ 383,800 $ 333,278
========= ========= ========= ========= ==========
Allowance for loan losses at
beginning of period ........................ $ 11,011 $ 10,421 $ 6,506 $ 7,307 $ 7,006
Charge-offs:
Commercial, financial and agricultural ..... 396 754 1,105 2,924 498
Real estate - mortgage ..................... 522 120 269 231 914
Consumer ................................... 1,831 1,019 504 293 314
--------- --------- --------- --------- ----------
Total charge-offs ..................... 2,749 1,893 1,878 3,448 1,726
--------- --------- --------- --------- ----------
Recoveries:
Commercial, financial and agricultural ..... 975 1,190 1,018 429 1,408
Real estate - mortgage ..................... 190 150 289 119 446
Consumer ................................... 414 258 346 276 223
--------- --------- --------- --------- ----------
Total recoveries ...................... 1,579 1,598 1,653 824 2,077
--------- --------- --------- --------- ----------
Net charge-offs (recoveries) ......... 1,170 295 225 2,624 (351)
Provision for (benefit of) loan losses ............. 2,988 885 1,016 1,596 (50)
Changes incidental to acquisitions ................. - - 3,124 227 -
--------- --------- --------- --------- ----------
Allowance for loan losses at
period-end ................................. $ 12,829 $ 11,011 $ 10,421 $ 6,506 $ 7,307
========= ========= ========= ========= ==========
Allowance for loan losses to period-end loans ...... 1.52% 1.40% 1.53% 1.54% 2.08%
Net charge-offs (recoveries) to average loans ...... 0.15 0.04 0.05 0.68 (0.11)
</TABLE>
Allocation of Allowance
There is no formal allocation of the allowance for loan losses by loan
category.
31
<PAGE>
Nonperforming Assets
The following table presents the Company's nonperforming assets for the
dates indicated.
NONPERFORMING ASSETS
(Amounts in thousands, except percentages)
<TABLE>
<CAPTION>
AT DECEMBER 31,
-------------------------------------------------
1997 1996 1995 1994 1993
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Nonaccrual loans ........................................... $ 4,174 $ 2,480 $ 2,176 $ 1,539 $ 1,492
Restructured loans ......................................... 1,052 605 949 297 1,549
Loans past due 90 days or more and still accruing .......... - - 126 - -
------- ------- ------- ------- -------
Total nonperforming loans .......................... 5,226 3,085 3,251 1,836 3,041
Other real estate owned .................................... 1,462 548 661 455 1,135
------- ------- ------- ------- -------
Total nonperforming assets ......................... $ 6,688 $ 3,633 $ 3,912 $ 2,291 $ 4,176
======= ======= ======= ======= =======
Allowance for loan losses to period-end loans .............. 1.52% 1.40% 1.53% 1.54% 2.08%
Allowance for loan losses to period-end
nonperforming loans ................................ 245.48 356.92 320.55 354.36 240.28
Allowance for loan losses to period-end
nonperforming assets ............................... 191.82 303.08 266.39 283.98 174.98
Net charge-offs (recoveries) to average loans ............. 0.15 0.04 0.05 0.68 (0.11)
Nonperforming assets to period-end loans
and foreclosed property ............................ 0.79 0.46 0.57 0.54 1.18
Nonperforming loans to period-end loans .................... 0.62 0.39 0.48 0.43 0.86
</TABLE>
Accrual of interest is discontinued on a loan when management believes,
after considering economic and business conditions and collection efforts, that
the borrower's financial condition is such that collection of interest is
doubtful. A delinquent loan is generally placed on nonaccrual status when it
becomes 90 days or more past due. When a loan is placed on nonaccrual status,
all interest which is accrued on the loan is reversed and deducted from earnings
as a reduction of reported interest. No additional interest is accrued on the
loan balance until collection of both principal and interest becomes reasonably
certain. When a problem loan is finally resolved, there may ultimately be an
actual writedown or charge-off of the principal balance of the loan which would
necessitate additional charges to the allowance for loan losses. During the
years ending December 31, 1997, 1996 and 1995, approximately $125,000, $118,000,
and $67,000, respectively, in additional interest income would have been
recognized in earnings if the Company's nonaccrual loans had been current in
accordance with their original terms.
Total nonperforming assets increased $3.1 million to $6.7 million at
December 3l, 1997, from $3.6 million at December 31, 1996. The allowance for
loan losses to period-end nonperforming assets was 191.8% at December 31, 1997,
compared with 303.1% at December 31, 1996. This ratio will generally fluctuate
from period to period depending upon nonperforming asset levels at period end.
The nonperforming assets increased at year end 1997 compared with 1996 primarily
due to the discontinued indirect automobile and sub-grade mortgage loan
portfolios at FAB.
32
<PAGE>
Potential Problem Loans
A potential problem loan is one that management has serious doubts as to
the borrower's future performance under terms of the loan contract. These loans
are current as to principal and interest, and accordingly, they are not included
in the nonperforming asset categories. Management monitors these loans closely
in order to ensure that the Company's interests are protected. At December 31,
1997, the Company had certain loans considered by management to be potential
problem loans totaling $17.9 million. The level of potential problem loans is
factored into the determination of the adequacy of the allowance for loan
losses.
NONINTEREST INCOME AND EXPENSE
Noninterest income
The Company relies on four distinct product lines for the production of
recurring noninterest income: traditional retail and commercial banking,
mortgage banking, trust services and investment services. Combined fees
associated with these product lines totaled $16.6 million in 1997, compared with
$15.4 million in 1996, an increase of $1.2 million, or 8.0%. Non-recurring
losses in 1997 totaled $499,000, resulting from a charge to provide for the
consolidation of FAB's data processing facility into the existing Company
facility and by losses resulting from the abandonment of certain leasehold
improvements. The net gain on disposal of assets in 1996 of $148,000 resulted
from sale of a branch facility, along with its related deposits of $274,000, as
reduced by a loss of $126,000 resulting from abandonment of computer equipment
due to consolidation of the Company's data processing center. Other noninterest
income was $1.9 million in 1997, compared with $2.0 million in 1996, a decrease
of $42,000, or 2.1%.
Noninterest income increased by $8.2 million, or 89.7%, in 1996, $4.0
million being attributed to expansion of the Company's investment services sales
force, with the remainder of the increase being attributed to the NCC Merger.
The following table sets forth, for the periods indicated, the principal
components of noninterest income.
NONINTEREST INCOME
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Service charges on deposit accounts ................. $ 5,070 $ 4,944 $ 2,549
Investment services income .......................... 8,152 7,889 3,934
Trust fees .......................................... 1,799 1,550 1,320
Origination and sale of mortgage loans .............. 1,579 991 811
Gain on disposal of assets and deposits ............. (499) 148 179
Securities gains (losses) ........................... (8) (84) 26
Other ............................................... 1,946 1,988 367
--------- -------- -------
Total noninterest income .................... $ 18,039 $ 17,426 $ 9,186
========= ======== =======
</TABLE>
33
<PAGE>
Noninterest Expense
The following table sets forth, for the periods indicated, the principal
components of noninterest expense.
NONINTEREST EXPENSE
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------
1997 1996 1997
---- ---- ----
<S> <C> <C> <C>
Salaries and employee benefits ................ $ 26,218 $ 25,655 $ 14,628
Net occupancy expense ......................... 5,473 5,628 3,677
Amortization of goodwill ...................... 298 305 89
Advertising ................................... 1,224 1,045 921
Banking assessments ........................... 364 1,076 730
Data processing expenses ...................... 1,714 1,413 902
Legal and professional fees ................... 1,752 1,879 1,673
Non-credit losses (recoveries) ................ 283 (24) 1,219
Other ......................................... 8,135 7,076 3,010
-------- -------- --------
Total noninterest expense .................. $ 45,461 $ 44,053 $ 26,849
======== ======== ========
</TABLE>
Noninterest expenses increased $1.4 million, or 3.2%, to $45.4 million in
1997, from $44.1 million in 1996. Banking assessments decreased by $712,000, or
66.2%, to $364,000 in 1997, from $1.1 million in 1996. The 1996 amount includes
a one-time charge of $677,000 relating to recapitalization of the SAIF fund
through a FDIC assessment.
Noninterest expenses increased $17.2 million, or 64.1%, to $44.1 million in
1996 from $26.8 in 1995 due to expansion of the Company's investment services
sales force and the NCC Merger.
Investment Services
The following table sets forth, for the periods indicated, the summary of
operations for the investment services departments of the Company:
INVESTMENT SERVICES DIVISION
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------
1997 1996 1995
---- ---- ----
<S> <C> <C>
Investment services income .................... $ 8,152 $ 7,889 $ 3,934
Other revenue ................................. 1,311 1,354 422
------- ------- -------
Total revenue .............................. 9,463 9,243 4,356
Expenses and allocated charges ................ 8,479 8,551 4,267
------- ------- -------
Net investment services revenue ............ $ 984 $ 692 $ 89
======= ======= =======
</TABLE>
34
<PAGE>
Investment services revenues increased $220,000, or 2.4%, to $9.5 million
in 1997 from $9.2 million in 1996, primarily as a result continued favorable
market conditions. Other investment services revenue consists of interest and
dividends on trading assets and fee based services including asset and liability
reporting, bond accounting and security safekeeping. These results include
certain income and expense items that are allocated by management to the
investment services areas of the Company.
The increase in investment services revenues of $4.9 million, or 112.2%, to
$9.2 million in 1996 from $4.4 million in 1995 was attributable to staff
additions, new customer relationships and favorable market conditions. The $4.3
million, or 100.4%, increase in expenses and allocated charges to $8.6 million
in 1996 from $4.3 million in 1996 is consistent with additional revenue
generation.
These results are not necessarily the same as would be expected if these
activities were conducted by a stand-alone entity because certain corporate
overhead expenses are not allocated directly to this division.
Trust Division
The following table sets forth, for the periods indicated, the summary of
operations for the trust division of the Company:
TRUST DIVISION
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Trust division income ......................... $ 1,799 $ 1,550 $ 1,320
Expenses and allocated charges................. 1,105 1,175 813
-------- -------- --------
Net trust division revenue.................. $ 694 $ 375 $ 507
======== ======== ========
</TABLE>
Trust division income increased $249,000, or 16.1%, to $1.8 million in 1997
from $1.6 million in 1996 from new customer relationships and growth of existing
assets managed. Similar conditions resulted in a 17.4% increase in trust
department fees to $1.6 million in 1996 from $1.3 million in 1995.
Despite the increase in Trust division income, Trust division expenses and
allocated charges decreased 6.0% in 1997 versus 1996, from $1.2 million to $1.1
million. This $70,000 decrease resulted from operating changes initiated during
1996.
The $362,000 increase, or 44.5%, in expenses and allocated charges to $1.2
million in 1996 from $813,000 in 1995 resulted from a combination of growth and
reorganization of the operations section of the trust division.
These results are not necessarily the same as would be expected if these
activities were conducted by a stand-alone entity because certain corporate
overhead expenses are not allocated directly to this division.
35
<PAGE>
Mortgage Lending Division
The following table sets forth, for the periods indicated, the summary of
operations for the mortgage lending division of the Company.
MORTGAGE LENDING DIVISION
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Origination and sale of mortgage loans ............ $ 1,579 $ 991 $ 811
Interest income ................................... 455 293 304
-------- ------ ------
Total revenue ............................. 2,034 1,284 1,115
Expenses and allocated charges .................... 1,553 1,010 838
-------- ------ ------
Net mortgage lending division revenue ..... $ 481 $ 274 $ 277
======== ====== ======
</TABLE>
Fees charged in connection with the origination and resale of mortgage
loans totaled $1.6 million in 1997 and $991,000 in 1996, an increase of
$588,000, or 59.3%, resulting from staff additions, expansion of services into
different geographic areas serviced by the Company, and a favorable interest
rate environment. Expenses and allocated charges in the mortgage lending
division grew 53.8% to $1.5 million in 1997 from $1.0 million in 1996, an
increase if $543,000. In spite of this 53.8% increase, these expenses grew at a
lower rate than revenues as a result of more efficient operations and leveraging
the available fixed cost structure.
These results are not necessarily the same as would be expected if these
activities were conducted by a stand-alone entity because certain corporate
overhead expenses are not allocated directly to this division.
EARNING ASSETS
Loans
Loans are the largest category of earning assets and typically provide
higher yields than the other types of earning assets. Associated with the higher
loan yields are the inherent credit and liquidity risks which management
attempts to control and counterbalance. Loans averaged $801.4 million in 1997
compared to $725.6 million in 1996, an increase of $75.9 million, or 10.5%. At
December 31, 1997, total loans, net of unearned income, were $842.8 million
compared to $785.3 million at the end of 1996, an increase of $57.5 million, or
7.3%.
The growth in the Company's loan portfolio is attributable to general
economic conditions that resulted in increased loan demand from existing
customers and the Company's ability to attract new customers while maintaining
consistent underwriting standards. The following table details the composition
of the loan portfolio by category at the dates indicated.
36
<PAGE>
COMPOSITION OF LOAN PORTFOLIO
(AMOUNTS IN THOUSANDS, EXCEPT PERCENTAGES)
<TABLE>
<CAPTION>
December 31,
-------------------------------------------------------------------------------------------------
1997 1996 1995 1994 1993
-------------------------------------------------------------------------------------------------
Percent Percent Percent Percent Percent
Amount of Total Amount of Total Amount of Total Amount of Total Amount of Total
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Commercial and financial .......... $ 194,636 23.04% $195,128 24.71% $172,057 25.11% $119,015 28.02% $ 99,148 28.08%
Real estate:
Construction .................... 54,824 6.49 51,168 6.48 39,916 5.82 28,754 6.77 18,903 5.35
Mortgage - residential .......... 253,668 30.02 244,344 30.96 195,609 28.54 90,312 21.27 76,793 21.76
Mortgage - commercial ........... 213,482 25.27 173,102 21.92 166,675 24.32 124,330 29.27 113,160 32.05
Mortgage - other ................ 1,519 .18 3,064 .39 3,894 .57 981 .23 1,307 .37
Consumer .......................... 79,598 9.42 88,036 11.15 87,903 12.83 52,397 12.34 35,016 9.92
Other ............................. 47,138 5.58 34,685 4.39 19,267 2.81 8,925 2.10 8,733 2.47
---------- ------- --------- ------- -------- ------- -------- ------- -------- -------
Total gross loans ............... 844,865 100.00% 789,527 100.00% 685,321 100.00% 424,714 100.00% 353,060 100.00%
======= ======= ======= ======= =======
Unearned income ................... (2,075) (4,245) (5,149) (2,407) (1,070)
---------- --------- -------- --------- --------
Total loans, net of
unearned income ............... 842,790 785,282 680,172 422,307 351,990
Allowance for loan losses ......... (12,829) (11,011) (10,421) (6,506) (7,307)
--------- -------- -------- -------- --------
Total net loans ................. $ 829,961 $774,271 $669,751 $415,801 $344,683
========= ======== ======== ======== ========
</TABLE>
In the context of this discussion, a "real estate mortgage loan" is defined
as any loan, other than loans for construction purposes, secured by real estate,
regardless of the purpose of the loan. It is common practice for financial
institutions in the Company's market areas to obtain a security interest or lien
in real estate whenever possible, in addition to any other available collateral.
This collateral is taken to reinforce the likelihood of the ultimate repayment
of the loan and tends to increase the magnitude of the real estate loan
portfolio component.
The principal component of the Company's loan portfolio is real estate
mortgage loans. At year-end 1997, this category totaled $523.5 million and
represented 62.1% of the total loan portfolio, compared to $471.7 million, or
60.1%, of the total loan portfolio, at year-end 1996.
Commercial mortgage loans increased $40.4 million, or 23.3%, to $213.5
million at December 31, 1997. Residential mortgage loans increased $9.4
million, or 3.8%, to $253.7 million at December 31, 1997, compared with $244.3
million at December 31, 1996, due primarily to an increased emphasis in
residential lending, especially home equity lines of credit.
The growth of commercial and financial loans was flat in 1997, reflecting
increased competition from banks and other financial institutions in this
segment of the market.
Consumer loans decreased $8.4 million, or 9.6%, during 1997 to $79.6
million from $88.0 million in 1996 as a result of reduced emphasis on certain
areas of consumer lending (such as indirect automobile loans).
Other categories of loans comprised less than 10% of total loans at
December 31, 1997 and 1996.
The Company's loan portfolio represents diversification within its Alabama
markets, and is represented in the higher growth Shelby, Baldwin, Morgan,
Madison, and St. Clair Counties. The Company engages in no foreign lending
operations.
The repayment of loans is a source of additional liquidity for the Company.
The following table sets forth the Company's loans maturing within specific
intervals at December 31, 1997.
37
<PAGE>
LOAN MATURITY AND SENSITIVITY TO CHANGES IN INTEREST RATES
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
DECEMBER 31, 1997
---------------------------------------------------------
OVER ONE YEAR
ONE YEAR OR LESS THROUGH FIVE OVER FIVE YEARS TOTAL
YEARS
-------------------- ---------- ---------------- --------
<S> <C> <C> <C> <C>
Commercial, financial and agricultural ...... $ 121,196 $ 60,822 $ 12,618 $194,636
Real estate - construction .................. 35,343 17,168 2,313 54,824
Real estate - residential ................... 54,876 81,336 117,456 253,668
Real estate - commercial .................... 74,917 97,223 41,342 213,482
Consumer .................................... 39,776 37,591 2,231 79,598
<CAPTION>
PREDETERMINED FLOATING
RATES RATES
-------------------- -----------------
Maturing after one year but within five years .................... $ 107,039 $ 187,101
Maturing after five years ........................................ 39,259 136,701
--------- ---------
$ 146,298 $ 323,802
========= =========
</TABLE>
The information presented in the above table is based upon the contractual
maturities of the individual loans, including loans which may be subject to
renewal at their contractual maturity. Renewal of such loans is subject to
review and credit approval, as well as modification of terms upon their
maturity. Consequently, management believes this treatment presents fairly the
maturity and repricing structure of the loan portfolio.
Securities
Securities, including securities classified as held to maturity (or
investment securities) and available for sale, represent a significant portion
of the Company's earning assets. Securities averaged $196.9 million during
1997, compared with $191.2 million during 1996, an increase of $5.7 million, or
3.0%. At December 31, 1997, the securities portfolio totaled $213.6 million,
including securities held to maturity with an amortized cost of $56.5 million
and securities available for sale with a market value of $157.1 million.
38
<PAGE>
The following tables set forth the carrying value of securities held by the
Company at the dates indicated.
INVESTMENT SECURITIES
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
December 31,
----------------------------------------------------
1997 1996
----------------------------------------------------
Cost Market Cost Market
----------------------------------------------------
<S> <C> <C> <C> <C>
U.S. Government Agencies ............. $ 2,559 $ 2,560 $ 3,446 $ 3,442
State and political subdivisions ..... 10,067 10,431 10,786 10,964
Mortgage backed securities ........... 43,893 44,006 60,513 60,366
---------- ---------- ---------- ----------
Total ....................... $ 56,519 $ 56,997 $ 74,745 $ 74,772
========== ========== ========== ==========
</TABLE>
AVAILABLE FOR SALE SECURITIES
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
December 31,
----------------------------------------------------
1997 1996
----------------------------------------------------
Cost Market Cost Market
----------------------------------------------------
<S> <C> <C> <C> <C>
U.S. Treasury ........................ $ 3,035 $ 3,041 $ 13,349 $ 13,339
U.S. Government Agencies ............. 44,299 44,270 7,016 6,845
State and political subdivisions ..... 24,075 24,589 19,371 19,428
Mortgage backed securities ........... 79,308 79,517 61,153 60,585
Other ................................ 5,677 5,677 5,131 5,131
-------- -------- --------- ----------
Total ....................... $156,394 $157,094 $106,020 $105,328
======== ======== ========= ==========
</TABLE>
39
<PAGE>
The following tables show the scheduled maturity and average yields of
securities owned by the Company at December 31, 1997.
<TABLE>
<CAPTION>
INVESTMENT SECURITIES MATURITY DISTRIBUTION AND YIELDS
(Amounts in thousands, except yields)
December 31, 1997
-----------------------------------------------------------------------------------
After one but After five but
Within one year Within five years Within ten years After ten years
-----------------------------------------------------------------------------------
Amount Yield(1) Amount Yield(1) Amount Yield(1) Amount Yield(1)
-----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
U.S. Government Agencies ............... $ 2,062 5.92% $ 497 6.44% $ - -% $ - -%
State and political subdivisions ....... 859 8.85 6,819 7.68 2,389 7.66 - -
Mortgage backed securities ............. - - - - - - - -
------- ------- ------- ------
Total ......................... $ 2,921 6.78% $ 7,316 7.62% $ 2,389 7.66% $ - -%
======= ==== ======= ==== ======= ==== ====== ====
<CAPTION>
Other securities
---------------------
Amount Yield(1)
---------------------
<S> <C> <C>
U.S. Government Agencies ...............
State and political subdivisions ....... $ - -%
Mortgage backed securities ............. - -
43,893 6.57
--------
Total .........................
$ 43,893 6.57%
======== ====
</TABLE>
__________________
(1) Computed on a tax-equivalent basis utilizing a 34% tax rate, without giving
effect to the disallowance for Federal income tax purposes of interest
related to certain tax-exempt assets.
<TABLE>
<CAPTION>
SECURITIES AVAILABLE FOR SALE MATURITY DISTRIBUTION AND YIELDS
(Amounts in thousands, except yields)
December 31, 1997
-----------------------------------------------------------------------------------
After one but After five but
Within one year Within five years Within ten years After ten years
-----------------------------------------------------------------------------------
Amount Yield(1) Amount Yield(1) Amount Yield(1) Amount Yield(1)
-----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
U.S. Treasury .......................... $ 1,427 5.59% $ 1,614 5.79% $ - -% $ - -%
U.S. Government Agencies ............... 29,957 6.35 13,431 6.60 882 4.84 - -
State and political subdivisions ....... 2,365 7.92 12,639 7.33 8,435 7.19 $ 1,150 7.19
Mortgage backed securities ............. - - - - - - - -
Equity securities ...................... - - - - - - - -
-------- -------- ------- -------
Total ......................... $ 33,749 6.43% $ 27,684 6.88% $ 9,317 6.94% $ 1,150 7.19%
======== ==== ======== ==== ======= ==== ======= ====
<CAPTION>
Other securities
---------------------
Amount Yield(1)
---------------------
<S> <C> <C>
U.S. Treasury .......................... $ - -%
U.S. Government Agencies ............... - -
State and political subdivisions ....... - -
Mortgage backed securities ............. 79,517 6.67
Equity securities ...................... 5,677 6.96
-------
Total ......................... $85,194 6.69%
======= ====
</TABLE>
__________________
(1) Computed on a tax-equivalent basis utilizing a 34% tax rate, without giving
effect to the disallowance for Federal income tax purposes of interest
related to certain tax-exempt assets.
At December 31, 1997, mortgage-backed securities consisting of
collateralized mortgage obligations and pass-through mortgage obligations
totaled $123.4 million, classified as investment securities of $43.9 million and
securities available for sale of $79.5 million. Management expects the annual
repayment of the underlying mortgages to vary as a result of monthly repayment
of principal and/or interest required under terms of the underlying promissory
notes. Further, the actual rate of repayment is subject to changes depending
upon both terms of the underlying mortgages and the relative level of mortgage
interest rates. When relative interest rates decline to levels below that of
the underlying mortgages, acceleration of principal repayment is expected as
some borrowers on the underlying mortgages refinance to lower rates. When the
underlying rates on mortgage loans are comparable to, or in excess of, market
rates, repayment more closely conforms to scheduled amortization in accordance
with terms of the promissory note. Accordingly, management expects repayment of
the collateralized mortgage obligations in three to five years, and repayment of
the pass-through mortgage obligations in five to seven years.
Other attributes of securities are discussed in "- INTEREST SENSITIVITY AND
MARKET RISK."
40
<PAGE>
Short-Term Investments
The Company utilizes overnight investment of funds in Federal funds sold
and securities purchased under agreements to resell to ensure that adequate
liquidity will be maintained, while at the same time minimizing the level of
uninvested cash reserves. Short-term investments are also utilized by the
Company when the level of funds committed to lending and investment portfolio
programs changes or the level of deposit generation changes. During 1997,
Federal funds sold and securities purchased under agreements to resell averaged
$46.2 million, compared to $32.7 million during 1996, representing a $13.5
million, or 41.3%, increase as the Company experienced growth in both loans and
investment securities.
Trading Account Securities
An important aspect of investment department operations, but less so to the
Company in total, are trading account securities, which represent securities
owned by the Company prior to delivery to the Company's customers. Trading
account securities averaged $3.5 million in 1997 and $2.8 million in 1996; this
small dollar amount reflects management's policy of limiting positions in such
securities to reduce its exposure to market and interest rate changes.
DEPOSITS AND OTHER INTEREST-BEARING LIABILITIES
Average interest-bearing liabilities increased $83.4 million, or 10.2%, to
$901.0 million in 1997, from $817.6 million in 1996. Average interest-bearing
deposits increased $57.3 million, or 8.1%, to $765.6 million in 1997, from
$708.3 million in 1996. Average Federal funds purchased and securities sold
under agreements to repurchase increased $13.9 million, or 19.4%, to $85.5
million in 1997, from $71.6 million in 1996. Average short-term borrowings
increased by $11.4 million, or 38.3%, to $41.2 million in 1997, compared to
$29.8 million is 1996.
Deposits
Average total deposits increased $64.6 million, or 7.8%, to $898.0 million
during 1997, from $833.4 million during 1996. At December 31, 1997, total
deposits were $929.0 million, compared with $858.1 million at December 31, 1996,
an increase of $70.9 million, or 8.3%.
The following table sets forth the deposits of the Company by category at
the dates indicated.
DEPOSITS
(Amounts in thousands, except percentages)
<TABLE>
<CAPTION>
December 31,
--------------------------------------------------------------------------------
1997 1996 1995
---------------------------- ------------------------ -------------------------
Percent Percent Percent
Amount of Total Amount of Total Amount of Total
------------- ------------- ---------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Demand ............................ $146,006 15.72% $133,005 15.50% $130,534 15.50%
NOW .............................. 121,884 13.12 114,782 13.38 142,264 16.90
Savings and money market .......... 240,581 25.90 222,645 25.95 217,089 25.79
Time less than $100,000 ........... 317,345 34.17 285,408 33.26 267,538 31.78
Time greater than $100,000 ........ 103,154 11.09 102,263 11.91 84,474 10.03
------------- ------------- ---------- ------------ ----------- ------------
Total deposits .................. $928,970 100.00% $858,103 100.00% $841,899 100.00%
============= ============= ========== ============ =========== ============
<CAPTION>
-------------------------------------------------------
1994 1993
---------------------------- ------------------------
Percent Percent
Amount of Total Amount of Total
------------- ------------- ---------- ------------
<S> <C> <C> <C> <C>
Demand ............................ $ 79,742 15.75% $ 70,156 15.33%
NOW .............................. 69,319 13.69 60,240 13.16
Savings and money market .......... 168,423 33.27 197,811 43.23
Time less than $100,000 ........... 137,702 27.20 87,087 19.03
Time greater than $100,000 ........ 51,070 10.09 42,350 9.25
------------- ------------ ----------- -----------
Total deposits .................. $506,256 100.00% $457,644 100.00%
============= ============ =========== ===========
</TABLE>
Core deposits, which exclude time deposits of $100,000 or more, provide for
a relatively stable funding source that supports earning assets. The Company's
core deposits totaled $825.9 million, or 88.9%, of total deposits at December
31, 1997 and totaled $755.8 million, or 88.1%, of total deposits at December 31,
1996.
41
<PAGE>
Deposits, in particular core deposits, have historically been the
Company's primary source of funding and have enabled the Company to meet
successfully both short-term and long-term liquidity needs. Management
anticipates that such deposits will continue to be the Company's primary source
of funding in the future. The Company's loan-to-deposit ratio was 90.7% at
December 31, 1997, and 91.5% at the end of 1996, and the end of 1996, and the
ratio averaged 89.2% during 1997. The maturity distribution of the Company's
time deposits in excess of $100,000 at December 31, 1997, is shown in the
following table.
MATURITIES OF CERTIFICATES OF DEPOSIT AND OTHER TIME
DEPOSITS OF $100,000 OR MORE
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
December 31, 1997
-----------------------------------------------------------------------------
After One After Three After Six
Through Through Through After
Within One Three Six Twelve Twelve
Month Months Months Months Months Total
----------- --------- ----------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Certificates of deposit of $100,000 or more ...... $ 13,209 $ 16,317 $ 14,439 $ 22,484 $ 14,460 $ 80,909
Other time deposits of $100,000 or more .......... 20,005 2,240 - - - 22,245
---------- ---------- ------------ --------- ---------- ----------
Total ................................... $ 33,214 $ 18,557 $ 14,439 $ 22,484 $ 14,460 $ 103,154
========== ========== ============ ========= ========== ==========
</TABLE>
Approximately 32.20% of the Company's time deposits over $100,000 had
scheduled maturities within three months. Large certificate of deposit customers
tend to be extremely sensitive to interest rate levels, making these deposits
less reliable sources of funding for liquidity planning purposes than core
deposits. Some financial institutions partially fund their balance sheets with
large certificates of deposit obtained through brokers. The Company has not
historically used broker deposits.
Borrowed Funds
Borrowed funds include four broad categories; (i) Federal funds purchased
and securities sold under agreements to repurchase, (ii) treasury, tax and loan
balances, (iii) Federal Home Loan Bank ("FHLB") borrowings, and (iv) borrowings
from an independent bank. Because of a relatively high loan-to-deposit ratio,
the existence and stability of these funding sources are critical to the
Company's maintenance of short-term and long-term liquidity.
Federal funds purchased and securities sold under agreements to repurchase
represent both an input of excess funds from correspondent bank customers of the
Company as well as a cash management tool offered to corporate customers. At
December 31, 1997, these funds totaled $139.1 million, compared with $93.2
million at December 31, 1996.
At December 31, 1997 Treasury, tax and loan balances totaled $6.8 million,
compared to $3.0 million at December 31, 1996. The Company collects tax deposits
from customers and is permitted to retain these balances until established
collateral limits are exceeded or until the U.S. Treasury withdraws its
balances.
The Company's average borrowing from an independent bank under a $20
million credit facility ("the Credit Facility") was $17.9 million during 1997,
compared with $19.8 million during 1996. As of December 31, 1997, the remaining
availability under the Credit Facility was $4.7 million. The Credit Facility
bears interest at a rate that varies with LIBOR and is secured by stock in the
Banks. Effective January 19, 1998, the Credit Facility was renegotiated and
renewed providing for a current due date of May 31, 1999.
Three of the Banks are members of the FHLB. At December 31, 1997, these
Banks had available FHLB lines of $78.2 million, under which $26.7 million was
outstanding, including advances classified as short-term of $12.5 million and
advances classified as long-term of $14.2 million. This compares to borrowings
of $36.5 million at December 31, 1996, of which $24.0 million was short-term and
$12.5 million was long-term.
42
<PAGE>
The following table sets forth, for the periods indicated, the principal
components of borrowed funds.
43
<PAGE>
BORROWED FUNDS
(AMOUNTS IN THOUSANDS, EXCEPT PERCENTAGES)
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------------------------------------
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Federal funds purchased and securities
sold under agreements to repurchase :
Balance at end of period .................................... $ 139,118 $ 93,196 $ 59,746
Average balance outstanding ................................. 85,533 71,640 38,585
Maximum outstanding at any month's end ...................... 139,118 93,196 59,746
Weighted average interest rate at period-end ................ 6.15% 5.93% 5.65%
Weighted average interest rate during the period ............ 5.22 5.15 5.97
Treasury, tax and loan:
Balance at end of period .................................... $ 6,762 $ 2,968 $ 2,441
Average balance outstanding ................................. 2,506 2,767 3,757
Maximum outstanding at any month's end ...................... 6,762 6,242 6,662
Weighted average interest rate at period-end ................ 5.90% 5.15% 5.40%
Weighted average interest rate during the period ............ 4.97 4.01 5.36
Notes Payable:
Balance at end of period .................................... $ 15,250 $ 18,000 $ 15,280
Average balance outstanding ................................. 17,943 19,785 9,934
Maximum outstanding at any month's end ...................... 19,250 22,376 15,280
Weighted average interest rate at period-end ................ 6.69% 6.78% 6.94%
Weighted average interest rate during the period ............ 6.62 7.19% 5.72
Short-term advances from the Federal Home Loan Bank:
Balance at end of period .................................... $ 12,500 $ 24,000 $ 6,000
Average balance outstanding ................................. 20,787 7,261 3,776
Maximum outstanding at any month's end ...................... 30,000 24,000 6,000
Weighted average interest rate at period-end ................ 5.78% 6.01% 5.98%
Weighted average interest rate during the period ............ 5.80% 5.70 6.17
Long-term advances from the Federal Home Loan Bank:
Balance at end of period .................................... $ 14,200 $ 12,500 $ -
Average balance outstanding ................................. 8,157 7,263 -
Maximum outstanding at any month's end ...................... 26,700 12,500 -
Weighted average interest rate at period-end ................ 5.64% 5.53% -%
Weighted average interest rate during the period ............ 5.50 5.70 -
Convertible debentures:
Balance at end of period .................................... $ - $ 105 $ 105
Average balance outstanding ................................. 14 105 105
Maximum outstanding at any month's end ...................... 105 105 105
Weighted average interest rate at period-end ................ -% 8.25% 8.25%
Weighted average interest rate during the period ............ 8.25 8.25 8.25
Capital leases:
Balance at end of period .................................... $ 387 $ 439 $ 984
Average balance outstanding ................................. 412 463 1,055
Maximum outstanding at any month's end ...................... 439 487 1,200
Weighted average interest rate at period-end ................ 8.98% 8.98% 8.98%
Weighted average interest rate during the period ............ 8.98 8.98% 8.97
</TABLE>
44
<PAGE>
CAPITAL RESOURCES AND LIQUIDITY MANAGEMENT
Capital Resources
The Company's stockholders' equity increased $9.1 million, or 10.3%, to
$97.9 million at December 31, 1997, from $88.8 million at December 31, 1996.
This net increase was primarily attributable to net income for 1997 of $11.7
million, less dividends paid of $3.2 million.
Under the capital guidelines of their regulators, the Company and the Banks
are currently required to maintain a minimum risk-based total capital ratio of
8%, with at least 4% being Tier I capital. Tier I capital consists of common
stockholders' equity, qualifying perpetual preferred stock and minority
interests in equity accounts of consolidated subsidiaries, less goodwill. In
addition, under the guidelines, the Company and the Banks must maintain a
minimum Tier I leverage ratio of Tier I capital to total assets of at least 3%,
but this minimum ratio is typically increased by 100 to 200 basis points for
other than the highest rated institutions.
The Company exceeded its fully phased-in regulatory capital ratios at
December 31, 1997, 1996 and 1995, as set forth in the following table.
ANALYSIS OF CAPITAL
(AMOUNTS IN THOUSANDS, EXCEPT PERCENTAGES)
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------------------------
1997 1996 1995
------------ ------------ ------------
<S> <C> <C> <C>
Tier 1 Capital ............................................... $ 90,831 $ 82,398 $ 71,415
Tier 2 Capital ............................................... 12,099 8,817 7,431
--------- --------- ---------
Total qualifying capital (1) ............................... $ 102,930 $ 91,215 $ 78,846
========= ========= =========
Risk-adjusted total assets
(including off-balance sheet
exposures) ................................................. $ 967,886 $ 801,537 $ 679,695
Tier 1 risk-based capital ratio
(4.00% required minimum) ................................... 9.38% 10.28% 10.51%
Total risk-based capital ratio
(8.00% required minimum) ................................... 10.63 11.38 11.59
Tier 1 leverage ratio
(4.00% required minimum) ................................... 7.58 8.13 10.59
</TABLE>
____________
(1) Does not include $730,000, $2,194,000 and $2,990,000 of the Company's
allowance for loan losses at December 31, 1997, 1996 and 1995,
respectively, in excess of 1.25% of risk-adjusted total assets.
45
<PAGE>
Each of the Banks is required to maintain risk-based and leverage ratios
similar to those required for the Company. Each of the Banks exceeded these
regulatory capital ratios at December 31, 1997, as set forth in the following
table.
BANK CAPITAL RATIOS
<TABLE>
<CAPTION>
TIER 1 RISK TOTAL RISK TIER 1
BASED BASED LEVERAGE
----- ----- --------
<S> <C> <C> <C>
Alabama National BanCorporation ............ 9.38% 10.63% 7.58%
National Bank of Commerce of Birmingham .... 9.12 10.37 7.41
Alabama Exchange Bank ...................... 10.09 11.03 7.48
Bank of Dadeville .......................... 12.70 13.79 9.16
Citizens & Peoples Bank, N.A. .............. 69.88 70.20 34.69
First American Bank ........................ 10.15 11.40 8.50
First Citizens Bank, N.A. .................. 15.27 16.52 9.27
First Gulf Bank ............................ 9.24 10.27 7.36
Required minimums .......................... 4.00 8.00 4.00
</TABLE>
Liquidity Management
Liquidity management involves monitoring the Company's sources and uses of
funds in order to meet its day-to-day cash flow requirements while maximizing
profits. Liquidity represents the ability of an entity to convert assets into
cash or cash equivalents without significant loss and to raise additional funds
by increasing liabilities.
Without proper liquidity management, the Company will not be able to
perform the primary function of a financial intermediary and would, therefore,
not be able to meet the needs of the communities it serves.
Increased liquidity in typical interest rate environments often involves
decreasing profits by investing in earning assets with shorter maturities.
Liquidity management is made more complex because different balance sheet
components are subject to varying degrees of management control. For example,
the timing of maturities of the investment portfolio is very predictable and
subject to a high degree of control at the time investment decisions are made.
However, net deposit inflows and outflows are far less predictable and are not
subject to nearly the same degree of control.
Assets included in the Company's Consolidated Statements of Condition
contribute to liquidity management. Federal funds sold and securities purchased
under agreements to resell position, including interest-bearing deposits in
other banks, its primary source of liquidity, averaged $47.2 million during 1997
and was $52.4 million at December 31, 1997, and averaged $36.7 million during
1996 and was $46.5 million at December 31, 1996. If required in short-term
liquidity management, these assets could be converted to cash immediately. Cash
received from the repayment of investment securities and loans provide a
constant source of cash that contributes to liquidity management. Unpledged
securities, with a carrying value of approximately $80.5 million at December 31,
1997 provide the Company an opportunity to generate cash by, 1) providing
additional collateral by selling securities under agreements to repurchase, 2)
providing collateral to obtain public funds or 3) providing collateral to borrow
directly from the Federal Reserve Bank or the Federal Home Loan Bank. See "--
LOANS" AND "SECURITIES."
46
<PAGE>
Liquidity can also be managed using liabilities included in the Company's
Consolidated Statement of Condition, such as Federal funds purchased and
securities sold under agreements to repurchase and short-term borrowing.
Combined Federal funds purchased and securities sold under agreements to
repurchase, Treasury, tax and loan, and short-term borrowings averaged $126.8
million during 1997 and was $166.9 million at December 31, 1997, and averaged
$101.5 million during 1996 and was $135.3 million at December 31, 1996.
Overnight borrowing lines with upstream correspondent banks, $42 million at
December 31, 1997, of which $54.0 million was unused, provide additional sources
of liquidity to the Company on an unsecured basis. The Federal Home Loan Bank
provides secured and unsecured credit lines to three of the Company's banks
totaling approximately $78.2 million. At December 31, 1997, advances under
these lines totaled $26.7 million, including $12.5 million classified as short-
term and $14.2 million classified as long-term. Long-term liquidity needs are
met through the Company's deposit base (approximately 90% of the Company's
deposits at December 31, 1997, are considered core deposits), and the repayment
of loans and other investments as they mature. The Company is able to manage
its long-term liquidity needs by adjusting the rates it pays on longer-term
deposits and the amount and mix of longer-term investments in its portfolio.
The Company, as a stand alone corporation, has more limited access to
liquidity sources than its banks and depends on dividends from its subsidiaries
as its primary source of liquidity. The Company's liquidity is diminished by
required payments on its outstanding short-term debt. The ability of its
subsidiaries to pay dividends is subject to general regulatory restrictions
which may, but are not expected to, have a material negative impact on the
liquidity available to the Company. (See Note 18 to the Company's Consolidated
Financial Statements included in this Annual Report.) If circumstances warrant,
the Company's short-term liquidity needs can also be met by additional
borrowings of approximately $4.7 million representing the unused portion of the
Company's credit facility with an unrelated bank. See "--BORROWED FUNDS."
ACCOUNTING RULE CHANGES
Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities
In June 1996, the FASB issued Statement of Financial Standards No. 125,
Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities ("Statement 125"), as amended by Statement of Financial
Standards No. 127, Deferral of the Effective Date of Certain Provisions of FASB
Statement No. 125 ("Statement 127"), establishing standards for accounting for
certain transfers of assets and extinguishments of liabilities. It requires
that an entity recognize the financial and servicing assets it controls and the
liabilities it has incurred and derecognize financial assets when control has
been surrendered, and derecognize liabilities when extinguished. Certain
guidelines set forth in the Statement must be met before an asset can be
considered transferred or a liability extinguished. This Statement is applied
prospectively for transfers of financial assets and extinguishments of
liabilities occurring after December 31, 1996. The adoption of Statement 125,
as amended by Statement 127, did not have a material effect on the consolidated
financial statements of the Company.
Comprehensive Income
In June 1997, the FASB issued Statement of Financial Standards No. 130,
Reporting Comprehensive Income ("Statement 130"). Statement 130 establishes
standards for reporting and display of comprehensive income and its components
(revenues, expenses, gains, and losses) in a full set of general-purpose
financial statements. This Statement requires that all items that are required
to be recognized under accounting standards as components of comprehensive
income be reported in a financial statement that is displayed with the same
prominence as other financial statements. Comprehensive income includes all
changes in equity during a period, excluding investments by and distributions to
stockholders. Under Statement 130, the Company will report changes in realized
gains and losses attributable to available for sale securities, as well as the
amortization of unearned restricted stock, as components of comprehensive
income. This Statement is effective for fiscal years beginning after December
15, 1997, and requires comparative financial information presented for prior
periods to be reclassified to conform to the requirements of the statement.
Although early application is permitted, the Company has chosen not to do so.
47
<PAGE>
Segment Reporting
In June 1997, the FASB issued Statement of Financial Standards No. 131,
Disclosures About Segments of a Business Enterprise and Related Information
("Statement 131"). Statement 131, effective for fiscal years beginning after
December 15, 1997, establishes standards for the way that public business
enterprises report information about operating segments in annual financial
statements and requires that those enterprises report selected information about
operating segments in interim financial reports issued to shareholders. It also
establishes standards for related disclosures about products and services,
geographic areas, and major customers. Early application is permitted, but is
not required, and comparative information for interim periods in the initial
year of application must be reported in statements for interim periods in the
second year of application.
Pensions and Other Postretirement Benefits
In February 1998, the FASB issued Statement of Financial Standards No. 132,
Employers' Disclosures About Pensions and Other Postretirement Benefits
("Statement 132"). Statement 132, effective for fiscal years beginning after
December 15, 1997, standardizes the disclosure requirements for pensions and
other postretirement benefits, eliminates certain disclosures, and requires
additional information on changes in the benefit obligations and fair values of
plan assets. Restatement of disclosures for previous periods is required.
IMPACT OF INFLATION
Unlike most industrial companies, the assets and liabilities of financial
institutions such as the Company and its subsidiaries are primarily monetary in
nature. Therefore, interest rates have a more significant effect on the
Company's performance than do the effects of changes in the general rate of
inflation and change in prices. In addition, interest rates do not necessarily
move in the same direction or in the same magnitude as the prices of goods and
services. Management seeks to manage the relationships between interest-
sensitive assets and liabilities in order to protect against wide interest rate
fluctuations, including those resulting from inflation. See "- INTEREST
SENSITIVITY AND MARKET RISK."
INDUSTRY DEVELOPMENTS
Certain recently enacted and proposed legislation could have an effect on
both the costs of doing business and the competitive factors facing the
financial institutions industry. The Company is unable at this time to assess
the impact of this legislation on its financial condition or results of
operations.
YEAR 2000 - TECHNOLOGY CONSIDERATIONS
During 1997, the Company began analyzing all systems used by the Company
that could require modification to accommodate the turn of the century. The
Company uses vendor-purchased software to process information relating to its
operations and financial reporting, and it has contacted its hardware and
software vendors to ascertain each vendor's ability to function into the next
century. Management has assigned a priority weighting to each of the Company's
systems. Management believes that the Company's most critical software system
is the Company's core operating software, which is provided by Jack Henry &
Associates, Inc. ("JHA"). JHA has provided documentation to management that its
software is Year 2000 compliant, although it will continue to test its systems
to verify compliance. Most other software vendors of the Company have indicated
to management that programming and testing will continue through the end of
1998. The Company has also developed a Year 2000 compliance policy to provide a
process for its subsidiary banks to address Year 2000 issues with larger
commercial customers whose business might be impacted by the century change.
The Company has not completed its analysis of its commercial customers with
respect to their Year 2000 compliance.
Although the Company's analysis of the impact of the Year 2000 issue is not
complete, the Company has developed a preliminary estimated budget for total
expenditures related to the Year 2000 compliance issue. The Company currently
estimates these total expenditures to be approximately $460,000, $300,000 of
which represents capital expenditures. Although this represents the Company's
current best estimate of Year 2000 expenditures, this
48
<PAGE>
figure could change if vendor estimates change. In addition to this
amount, approximately $1,200,000 in capital expenditures were made during 1997
relating to the purchase of a new document imaging and transport system.
49
<PAGE>
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this item is contained in Item 7 herein under
the heading "INTEREST SENSITIVITY AND MARKET RISK".
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements and Financial Statement Schedules of
ANB and subsidiaries listed in ITEM 14(a) have been included in this Annual
Report and should be referred to in their entirety. The Supplementary Financial
Information required by Item 302 of Regulation S-K is set forth below. The
information for the first three quarters in 1997 and each quarter in 1996
differs from that previously reported in ANB's Quarterly Reports on Form 10-Q
for the first three quarters of 1997 and 1996 and in ANB's Annual Report on Form
10-K for the year ended December 31, 1996, because the merger with First
American Bancorp was accounted for as a pooling of interests.
SELECTED QUARTERLY FINANCIAL DATA
(Amounts in thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
1997 Quarters
--------------------------------------------------------------
First Second Third Fourth
--------------------------------------------------------------
<S> <C> <C> <C> <C>
Summary of Operations:
Interest income .................... $ 21,650 $ 22,412 $ 23,022 $ 23,304
Interest expense ................... 10,084 10,599 10,820 11,337
Net interest income ................ 11,566 11,813 12,202 11,967
Provision for loan losses .......... 486 1,233 349 920
Securities gains (losses) .......... 11 1 9 (29)
Noninterest income ................. 4,472 4,181 4,735 4,659
Noninterest expense ................ 10,891 10,708 11,419 12,443
Net income ......................... 3,125 2,837 3,356 2,350
Dividends on preferred stock ....... - - - -
Dividends on common stock .......... 741 743 748 988
Per Common Share Data:
Book Value ......................... $ 10.58 $ 10.90 $ 11.14 $ 11.32
Tangible book value ................ 9.68 10.01 10.28 10.32
Net income (1) ..................... 0.35 0.32 0.38 0.26
Dividends declared ................. 0.115 0.115 0.115 0.115
Balance Sheet Highlights
At Period-End:
Total assets ................... $ 1,135,609 $ 1,160,883 $ 1,174,637 $ 1,247,166
Securities ..................... 186,384 197,983 203,556 214,012
Loans, net of unearned
income ....................... 791,640 804,479 810,302 842,790
Allowance for loan losses ...... 11,206 12,326 12,348 12,829
Deposits ....................... 907,259 936,767 907,136 928,970
Short-term debt ................ 20,500 30,000 31,773 27,750
Long-term debt ................. 12,927 9,613 14,599 14,587
Stockholders' equity ........... 90,928 93,668 96,345 97,933
<CAPTION>
1996 Quarters
--------------------------------------------------------------
First Second Third Fourth
--------------------------------------------------------------
<S> <C> <C> <C> <C>
Summary of Operations:
Interest income .................... $ 20,090 $ 20,580 $ 20,988 $ 21,522
Interest expense ................... 9,701 9,378 9,412 9,755
Net interest income ................ 10,389 11,202 11,576 11,767
Provision for loan losses .......... 197 238 215 235
Securities gains (losses) .......... 31 (11) (21) (83)
Noninterest income ................. 4,522 4,386 4,282 4,320
Noninterest expense ................ 10,327 11,386 11,155 11,185
Net income ......................... 2,863 2,609 3,240 3,415
Dividends on preferred stock ....... - - - -
Dividends on common stock .......... 307 307 554 579
Per Common Share Data:
Book Value ......................... $ 9.40 $ 9.65 $ 9.96 $ 10.38
Tangible book value ................ 8.46 8.78 9.04 9.48
Net income (1) ..................... 0.33 0.30 0.37 0.39
Dividends declared ................. 0.05 0.05 0.09 0.09
Balance Sheet Highlights
At Period-End:
Total assets ................... $ 1,029,030 $ 1,039,244 $ 1,060,704 $ 1,110,729
Securities ..................... 200,514 192,825 183,829 182,009
Loans, net of unearned
income ....................... 694,585 726,370 757,951 785,282
Allowance for loan losses ...... 10,267 10,590 10,864 11,011
Deposits ....................... 839,899 846,296 847,457 858,103
Short-term debt ................ 21,355 19,201 41,539 42,105
Long-term debt ................. 952 13,524 12,952 12,939
Stockholders' equity ........... 80,278 82,342 85,172 88,803
</TABLE>
___________
(1) Per common share net income is calculated based upon net income as adjusted
for cash dividends on preferred stock.
50
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE
None.
51
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this Item regarding Executive Officers is
included in Part I of this Form 10-K under the caption "Executive Officers of
the Registrant" in accordance with Instruction 3 of the Instructions to
Paragraph (b) of Item 401 of Regulation S-K.
The information required by this Item regarding directors is incorporated
by reference pursuant to General Instruction G(3) of Form 10-K from ANB's
definitive Proxy Statement for the 1998 Annual Meeting of Stockholders to be
filed with the Securities and Exchange Commission pursuant to Regulation 14A on
or before April 1, 1998.
ITEM 11. COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
The information required by this Item is incorporated by reference pursuant
to General Instruction G(3) of Form 10-K from ANB's definitive Proxy Statement
for the 1998 Annual Meeting of Stockholders to be filed with the Securities and
Exchange Commission pursuant to Regulation 14A on or before April 1, 1998.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this Item is incorporated by reference pursuant
to General Instruction G(3) of Form 10-K from ANB's definitive Proxy Statement
for the 1998 Annual Meeting of Stockholders to be filed with the Securities and
Exchange Commission pursuant to Regulation 14A on or before April 1, 1998.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item is incorporated by reference pursuant
to General Instruction G(3) of Form 10-K from ANB's definitive Proxy Statement
for the 1998 Annual Meeting of Stockholders to be filed with the Securities and
Exchange Commission pursuant to Regulation 14A or before April 1, 1998.
52
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(A)(1) AND (2) AND (D) - FINANCIAL STATEMENTS AND FINANCIAL STATEMENT
SCHEDULES.
Financial Statements: The Consolidated Financial Statements of
--------------------
ANB and subsidiaries, included herein (pages 60 to 87) are as
follows:
Reports of Independent Auditors
Coopers & Lybrand L.L.P.
Ernst & Young LLP
Consolidated Statements of Condition -- 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
Financial Statement Schedules: All schedules to the consolidated
-----------------------------
financial statements required by Article 9 of Regulation S-X are
inapplicable and therefore have been omitted.
(B) REPORTS ON FORM 8-K.
Report on Form 8-K filed December 11, 1997 to report ANB's merger
with FAB, effective November 30, 1997.
(C) EXHIBITS.
The exhibits listed on the exhibit index on page 56 of this Form
10-K are filed herewith or are incorporated herein by reference.
53
<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, on this the 19th day of
March, 1998.
ALABAMA NATIONAL BANCORPORATION
By: /s/ John H. Holcomb, III
----------------------------------------
John H. Holcomb, III, Chief Executive
Officer
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.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ John H. Holcomb, III Chairman and Chief Executive March 19, 1998
- ---------------------------
John H. Holcomb, III Officer (principal executive
officer)
/s/ Victor E. Nichol, Jr. President and Chief Operating March 19, 1998
- ---------------------------
Victor E. Nichol, Jr. Officer and Director
/s/ James S. Parks, Jr. Senior Vice President-Finance, March 19, 1998
- ---------------------------
James S. Parks, Jr. Controller and Treasurer
(principal financial and
accounting officer)
/s/ T. Morris Hackney Director March 17, 1998
- ---------------------------
T. Morris Hackney
/s/ John D. Johns Director March 19, 1998
- ---------------------------
John D. Johns
/s/ John J. McMahon, Jr. Director March 19, 1998
- ---------------------------
John J. McMahon, Jr.
</TABLE>
54
<PAGE>
<TABLE>
<S> <C> <C>
/s/ C. Phillip McWane Director March 19, 1998
- ---------------------------
C. Phillip McWane
/s/ Drayton Nabers, Jr. Director March 19, 1998
- ---------------------------
Drayton Nabers, Jr.
/s/ G. Ruffner Page, Jr. Director March 19, 1998
- ---------------------------
G. Ruffner Page, Jr.
/s/ W. Stancil Starnes Director March 23, 1998
___________________________
W. Stancil Starnes
/s/ William D. Montgomery Director March 20, 1998
- ---------------------------
William D. Montgomery
/s/ Dan M. David Vice Chairman and Director March 23, 1998
___________________________
Dan M. David
/s/ C. Lloyd Nix Director March 18, 1998
- --------------------------
C. Lloyd Nix
/s/ William E. Sexton Director March 18, 1998
- ---------------------------
William E. Sexton
</TABLE>
55
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description Reference
- --------- ----------- ---------
<S> <C> <C>
3.1 Certificate of Incorporation................................ (1)
3.1A Certificate of Amendment of Certificate of Incorporation.... (2)
3.1B Certificate of Merger....................................... (9)
3.2 Bylaws...................................................... (1)
4.1 Provisions of the Certificate of Incorporation
and the Bylaws of Alabama National BanCorporation
which Define the Rights of Securityholders................ (1)
4.2 Certificate of Merger filed with the Secretary of
State of the State of Delaware on December 29, 1995..
10.1 Alabama National BanCorporation 1994 Stock Option Plan...... (1)
10.2 Form of Stock Option Agreement utilized in connection with
the 1994 Stock Option Plan................................ (2)
10.3 Agreement dated September 18, 1995, by and
among James A. Taylor and Frank W. Whitehead,
Alabama National BanCorporation, National
Commerce Corporation and Commerce
Bankshares, Inc........................................... (3)
10.3A Amendment to Agreement dated September 18, 1995
executed by James A. Taylor, Alabama National
BanCorporation, National Commerce Corporation
and Commerce Bankshares, Inc. on November 17, 1995........ (3)
10.4 Commerce Bankshares, Inc. Long Term
Incentive Compensation Plan............................... (3)
10.4A Form of Incentive Stock Option Agreement.................... (3)
10.4B Form of Restricted Stock Agreement.......................... (3)
10.5 Lease Agreement between Woodward Properties and NBC......... (3)
10.6 NBC Pension Plan............................................ (4)
</TABLE>
56
<PAGE>
<TABLE>
<S> <C> <C>
10.7 Credit Agreement between Alabama National BanCorporation
and AmSouth Bank of Alabama dated as of December 29,
1995 relating to a $23,000,000 Revolving Loan............... (4)
10.7A Promissory Note between Alabama National BanCorporation
and AmSouth Bank of Alabama dated as of December 29,
1995 relating to a $23,000,000 Revolving Loan............... (4)
10.7B Pledge Agreement between Alabama National BanCorporation
and AmSouth Bank of Alabama dated as of December 29,
1995 relating to a $23,000,000 Revolving Loan............... (4)
10.7C First Amendment to Credit Agreement between Alabama National
BanCorporation and AmSouth Bank dated February 10, 1997..... (7)
10.7D Second Amendment to Credit Agreement between Alabama National
BanCorporation and AmSouth Bank dated January 19, 1998...... (9)
10.8 Agreement and Plan of Merger dated as of June 10, 1996
between Alabama National BanCorporation and FIRSTBANC....... (5)
10.9 Alabama National BanCorporation Performance Share Plan......... (6)
10.10 Alabama National BanCorporation Deferred Compensation
Plan for Directors Who Are Not Employees of the Company..... (6)
10.11 Agreement and Plan of Merger dated as of July 24, 1997
between Alabama National BanCorporation and First
American Bancorp............................................ (8)
10.12 Employment Agreement dated November 30, 1997 between Dan M.
David and Alabama National BanCorporation................... (9)
10.13 First American Bancorp Stock Option Plan dated October 20, 1992 (9)
10.14 First American Bancorp 1994 Stock Option Plan.................. (9)
10.15 First American Bancorp Nonqualified Stock Option Agreement
with Dan M. David dated March 7, 1997....................... (9)
21 Subsidiaries of Alabama National BanCorporation................ (9)
23.1 Consent of Ernst & Young LLP................................... (9)
23.2 Consent of Coopers & Lybrand L.L.P............................. (9)
27 Financial Data Schedule........................................ (9)
</TABLE>
57
<PAGE>
_____________________
(1) Filed as an Exhibit to ANB's Annual Report on Registration Statement on
Form S-1 (Registration No. 33-83800) and is incorporated herein by
reference.
(2) Filed as an Exhibit to ANB's Annual Report on Form 10-K for the year ended
December 31, 1994 and is incorporated herein by reference.
(3) Filed as an Exhibit to ANB's Registration Statement on Form S-4
(Registration No. 33-97152) and is incorporated herein by reference.
(4) Filed as an Exhibit to ANB's Annual Report on Form 10-K for the year ended
December 31, 1995 and is incorporated herein by reference.
(5) Filed as an Exhibit to ANB's Report on Form 8-K filed on October 10, 1996
and is incorporated herein by reference.
(6) Filed as an Exhibit to ANB's Annual Report on Form 10-K for the year ended
December 31, 1996 and is incorporated herein by reference.
(7) Filed as an Exhibit to ANB's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997 and is incorporated herein by reference.
(8) Filed as Appendix A to ANB's Registration Statement on Form S-4
(Registration No. 333-36565) and is incorporated herein by reference.
(9) Filed as an Exhibit to ANB's Annual Report on Form 10-K for the year ended
December 31, 1997.
58
<PAGE>
ALABAMA NATIONAL BANCORPORATION AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996 AND THE
THREE YEARS ENDED DECEMBER 31, 1997
<PAGE>
ANNUAL REPORT ON FORM 10-K
ITEM 14(A)(1) AND (2) AND (D)
LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
YEAR ENDED DECEMBER 31, 1997
ALABAMA NATIONAL BANCORPORATION
BIRMINGHAM, ALABAMA
<PAGE>
ALABAMA NATIONAL BANCORPORATION AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1997 and 1996 and the three years ended December 31, 1997
<TABLE>
<CAPTION>
PAGE
Audited Consolidated Financial Statements
<S> <C>
Report of Independent Accountants......................................60, 61
Consolidated Statements of Condition................................... 61
Consolidated Statements of Income...................................... 62
Consolidated Statements of Changes in Stockholders' Equity............. 63
Consolidated Statements of Cash Flows.................................. 64
Notes to Consolidated Financial Statements............................. 66
</TABLE>
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Stockholders and Board of Directors
Alabama National BanCorporation
We have audited the consolidated statements of condition of Alabama National
BanCorporation and Subsidiaries (the Company) 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 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. The accompanying consolidated statements of income, changes in
stockholders' equity, and cash flows for the year ended December 31, 1995 (prior
to restatement) were audited by other auditors whose report dated February 29,
1996 expressed an unqualified opinion on those statements.
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 consolidated financial position of the Company as of
December 31, 1997 and 1996, and the consolidated results of their operations and
their cash flows for the years then ended in conformity with generally accepted
accounting principles.
We also audited the combination of the consolidated statements of income,
changes in stockholders' equity, and cash flows for the year ended December 31,
1995, after restatement for the 1997 and 1996 poolings of interests; in our
opinion, such consolidated statements have been properly combined on the basis
described in Note 2 of the notes to the consolidated financial statements.
As discussed in Note 2 to the consolidated financial statements, the Company
changed its method of accounting for stock-based compensation in 1996.
/S/ Coopers & Lybrand L.L.P.
Birmingham, Alabama
January 15, 1998, except for Notes 8 and 19 as to which the dates are January
19, 1998 and March 5, 1998, respectively
60
<PAGE>
ALABAMA NATIONAL BANCORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CONDITION
(in thousands, except share data)
December 31, 1997 and 1996
<TABLE>
<CAPTION>
1997 1996
ASSETS
<S> <C> <C>
Cash and due from banks $ 42,438 $ 45,001
Interest-bearing deposits in other banks 2,391 249
Investment securities (market value $56,997 and $74,772 for
1997 and 1996, respectively) 56,519 74,745
Securities available for sale 157,094 105,328
Trading securities 399 1,936
Federal funds sold and securities purchased under agreements to resell 50,009 46,249
Loans 844,865 789,527
Unearned income (2,075) (4,245)
----------------- ---------------
Loans, net of unearned income 84,2790 785,282
Allowance for loan losses (12,829) (11,011)
--------------- ---------------
Net loans 829,961 774,271
--------------- ---------------
Property, equipment, and leasehold improvements, net 31,539 28,723
Intangible assets 8,726 7,761
Cash surrender value of life insurance 25,842 3,901
Other assets 69,248 22,565
--------------- ---------------
$ 1,274,166 $ 1,110,729
=============== ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits:
Noninterest bearing $ 146,006 $ 133,005
Interest bearing 782,964 725,098
--------------- ---------------
Total deposits 928,970 858,103
--------------- ---------------
Federal funds purchased and securities sold under agreements to repurchase 139,118 93,196
Treasury, tax and loan accounts 6,762 2,968
Short-term borrowings 27,750 42,105
Accrued expenses and other liabilities 59,046 12,615
Long-term debt 14,587 12,939
--------------- ---------------
Total liabilities 1,176,233 1,021,926
--------------- ---------------
Commitments and contingencies (see Notes 9 and 10)
Stockholders' equity:
Common stock, $1 par; authorized 10,000,000 shares; issued and out-
standing 8,648,120 and 8,145,189 shares in 1997 and 1996, respectively 8,648 8,145
Additional paid-in capital 61,551 62,342
Retained earnings 27,369 18,930
Unearned restricted stock (92) (185)
Unrealized gain (loss) on securities available for sale, net of taxes 457 (429)
--------------- ----------------
Total stockholders' equity 97,933 88,803
--------------- ---------------
$ 1,274,166 $ 1,110,729
=============== ================
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
61
<PAGE>
ALABAMA NATIONAL BANCORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except share data)
for the years ended December 31, 1997, 1996, and 1995
<TABLE>
<CAPTION>
1997 1996 1995
<S> <C> <C> <C>
Interest income:
Interest and fees on loans $ 75,117 $ 69,236 $ 42,544
Interest on securities (other than trading) 12,429 11,900 8,617
Interest on deposits in other banks 55 240 216
Interest on trading securities 193 183 67
Interest on federal funds sold and securities
purchased under agreements to resell 2,594 1,621 1,623
---------- --------- ---------
Total interest income 90,388 83,180 53,067
---------- --------- ---------
Interest expense:
Interest on deposits 35,341 32,163 22,985
Interest on federal funds purchased and securities sold
under agreements to repurchase 4,464 3,623 2,303
Interest on short- and long-term borrowings 3,035 2,460 1,267
---------- --------- ---------
Total interest expense 42,840 38,246 26,555
---------- --------- ---------
Net interest income 47,548 44,934 26,512
Provision for loan losses 2,988 885 1,016
---------- --------- ---------
Net interest income after provision for loan losses 44,560 44,049 25,496
---------- --------- ---------
Noninterest income:
Securities (losses) gains (8) (84) 26
Gain on disposition of assets and deposits 619 461 550
Service charges on deposit accounts 5,070 4,944 2,549
Investment services 8,152 7,889 3,934
Trust department income 1,799 1,550 1,320
Other 2,407 2,666 807
---------- --------- ---------
Total noninterest income 18,039 17,426 9,186
---------- --------- ---------
Noninterest expense:
Salaries and employee benefits 26,218 25,655 14,628
Occupancy and equipment expense 5,473 5,628 3,677
Other 13,770 12,770 8,544
---------- --------- ---------
Total noninterest expense 45,461 44,053 26,849
---------- --------- ---------
Income before provision for income taxes and minority
interest in earnings of consolidated subsidiaries 17,138 17,422 7,833
Provision for income taxes 5,458 5,281 901
---------- --------- ---------
Income before minority interest in earnings of consolidated subsidiaries 11,680 12,141 6,932
Minority interest in earnings of consolidated subsidiaries 12 14 650
---------- --------- ---------
Net income 11,668 12,127 6,282
Less cash dividends on preferred stock 4 854
---------- --------- ---------
Net income available for common shares $ 11,668 $ 12,123 $ 5,428
========== ========= =========
Net income per common share (basic) $ 1.36 $ 1.42 $ 1.14
========== ========== =========
Weighted average common shares outstanding (basic) 8,609 8,483 4,751
========== ========= =========
Net income per common share (diluted) $ 1.31 $ 1.38 $ 1.10
========== ========= =========
Weighted average common and common equivalent shares outstanding (diluted) 8,884 8,756 4,955
========== ========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
62
<PAGE>
ALABAMA NATIONAL BANCORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(in thousands, except share data)
for the years ended December 31, 1997, 1996, and 1995
<TABLE>
<CAPTION>
SENIOR
NONCUMULATIVE FLOATING NONCUMULATIVE
FLOATING RATE FLOATING
RATE CUMULATIVE RATE
PREFERRED PREFERRED PREFERRED COMMON
STOCK STOCK STOCK STOCK
-------------- ------------ ------------- --------
<S> <C> <C> <C> <C>
Balance, December 31, 1994 $ 2,500 $ 2,565 $ 5,416 $ 1,231
Net income
Stock split 1.531 for 1 492
Distribution for fractional shares
Preferred stock dividends declared
Issue 56,108 shares of common stock by merged bank prior to pooling 56
Redemption of preferred stock (2,500) (2,565) (5,416)
Merger of Alabama National BanCorporation and Commerce Bankshares,
Inc. into the Company 6,200
Change in unrealized gain (loss) in securities available for sale, net
of taxes
-------- --------- --------- -------
Balance, December 31, 1995 7,979
Net income
Stock split 1.018 for 1 147
Distribution for fractional shares
Issue restricted stock 9
Preferred stock dividends declared by a merged bank prior to pooling
Common stock dividends declared ($0.28 per share)
Redemption of FirstBanc Holding Company, Inc. preferred stock
Exercise of stock options 10
Amortization of unearned restricted stock
Change in unrealized gain (loss) in securities available for sale, net
of taxes
-------- --------- --------- -------
Balance, December 31, 1996 8,145
Net income
Stock split 1.051 for 1 414
Distribution for fractional shares
Conversion of debentures 25
Issue restricted stock 1
Common stock dividends declared ($0.46 per share)
Amortization of unearned restricted stock
Change in unrealized gain (loss) in securities available for sale,
net of taxes
Exercise of stock options 58
Issue 4,379 shares associated with director deferred compensation
plans 5
Distribution for fractional shares
Proportional reduction in consolidated subsidiary
-------- --------- --------- -------
Balance, December 31, 1997 $ 0 $ 0 $ 0 $ 8,648
======== ========= ========= =======
<CAPTION>
COMMON COMMON
STOCK STOCK ADDITIONAL
CLASS A CLASS B PAID-IN RETAINED
(VOTING) (VOTING) CAPITAL EARNINGS
---------- --------- ----------- --------
<S> <C> <C> <C> <C>
Balance, December 31, 1994 $ 25 $ 325 $ 27,543 $ 6,104
Net income 6,282
Stock split 1.531 for 1 (484) (7)
Distribution for fractional shares (2)
Preferred stock dividends declared (854)
Issue 56,108 shares of common stock by merged bank prior to pooling 1,292
Redemption of preferred stock (230)
Merger of Alabama National BanCorporation and Commerce Bankshares,
Inc. into the Company (25) (325) 31,182
Change in unrealized gain (loss) in securities available for sale, net
of taxes
---------- ----------- ------------ -----------
Balance, December 31, 1995 59,303 11,523
Net income 12,127
Stock split 1.018 for 1 2,819 (2,966)
Distribution for fractional shares (3)
Issue restricted stock 183
Preferred stock dividends declared by a merged bank prior to pooling (4)
Common stock dividends declared ($0.28 per share) (1,747)
Redemption of FirstBanc Holding Company, Inc. preferred stock (53)
Exercise of stock options 90
Amortization of unearned restricted stock
Change in unrealized gain (loss) in securities available for sale, net
of taxes
-------- --------- --------- -------
Balance, December 31, 1996 62,342 18,930
Net income 11,668
Stock split 1.051 for 1 (408) (6)
Distribution for fractional shares (3)
Conversion of debentures 80
Issue restricted stock 33
Common stock dividends declared ($0.46 per share) (3,220)
Amortization of unearned restricted stock
Change in unrealized gain (loss) in securities available for sale,
net of taxes
Exercise of stock options (496)
Issue 4,379 shares associated with director deferred compensation
plans 80
Distribution for fractional shares (11)
Proportional reduction in consolidated subsidiary (69)
-------- --------- --------- -------
Balance, December 31, 1997 $ 0 $ 0 $ 61,551 27,369
======== ========= ========= =======
The accompanying notes are an integral part of these consolidated financial statements.
<CAPTION>
UNREALIZED
GAIN LOSS
UNEARNED ON AVAILABLE
RESTRICTED FOR SALE
STOCK SECURITIES
---------- -----------
<S> <C> <C>
Balance, December 31, 1994 $ (2,189)
Net income
Stock split 1.531 for 1
Distribution for fractional shares
Preferred stock dividends declared
Issue 56,108 shares of common stock by merged bank prior to pooling
Redemption of preferred stock
Merger of Alabama National BanCorporation and Commerce Bankshares,
Inc. into the Company $ (278)
Change in unrealized gain (loss) in securities available for sale, net
of taxes 1,807
-------- ---------
Balance, December 31, 1995 (278) (382)
Net income
Stock split 1.018 for 1
Distribution for fractional shares
Issue restricted stock
Preferred stock dividends declared by a merged bank prior to pooling
Common stock dividends declared ($0.28 per share)
Redemption of FirstBanc Holding Company, Inc. preferred stock
Exercise of stock options
Amortization of unearned restricted stock 93
Change in unrealized gain (loss) in securities available for sale, net
of taxes (47)
-------- --------
Balance, December 31, 1996 (185) (429)
Net income
Stock split 1.051 for 1
Distribution for fractional shares
Conversion of debentures
Issue restricted stock
Common stock dividends declared ($0.46 per share)
Amortization of unearned restricted stock 93
Change in unrealized gain (loss) in securities available for sale,
net of taxes 886
Exercise of stock options
Issue 4,379 shares associated with director deferred compensation
plans
Distribution for fractional shares
Proportional reduction in consolidated subsidiary
-------- ---------
Balance, December 31, 1997 $ (92) $ 457
======== =========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
63
<PAGE>
ALABAMA NATIONAL BANCORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
for the years ended December 31, 1997, 1996, and 1995
<TABLE>
<CAPTION>
1997 1996 1995
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $ 11,668 $ 12,127 $ 6,282
Adjustments to reconcile net income to net cash provided
by operating activities:
Provision for loan losses 2,988 885 1,016
Deferred tax benefit (1,140) (313) (1,591)
Depreciation and amortization 2,365 2,787 1,635
Loss (gain) on disposal of property and equipment 498 486 (12)
Securities (gain) loss 8 84 (26)
Other real estate (gains) losses (65) 2 252
Net amortization of securities 63 (5) 89
Net increase (decrease) in trading securities 1,537 2,466 (4,402)
Minority interest in earnings of consolidated subsidiaries 12 14 650
(Increase) decrease in other assets (45,096) (2,390) 135
Increase (decrease) in other liabilities 46,458 (4,729) 5,379
Other 104 9
----------- ---------- -----------
Net cash provided by operating activities 19,400 11,423 9,407
----------- ---------- -----------
Cash flows from investing activities:
Purchases of investment securities (30,896) (8,567)
Proceeds from calls and maturities of investment securities 18,198 13,009 5,650
Purchases of securities available for sale (83,121) (46,939) (32,189)
Proceeds from sales of securities available for sale 4,831 23,516 19,330
Proceeds from calls and maturities of securities available for sale 27,873 56,343 5,441
Net (increase) decrease in interest-bearing deposits in other banks (2,142) 10,968 (8,919)
Net increase in federal funds sold and securities purchased under
agreements to resell (3,760) (8,429) (18,880)
Net increase in loans (54,451) (105,953) (34,604)
Purchases of property, equipment, and leasehold improvements (5,953) (4,982) (2,581)
Proceeds from sale of property and equipment 767 977 2
Proceeds from sale of other real estate owned 1,537 1,059 1,308
Costs capitalized on other real estate owned (514)
Purchase acquisitions, net of cash acquired 14,483 18,047
Cash paid for bank-owned life insurance (21,900)
----------- ---------- -----------
Net cash used in investing activities (104,152) (91,327) (55,962)
----------- ---------- -----------
Cash flows from financing activities:
Net increase in deposits 48,747 24,705 49,075
Sale of deposits (8,500)
Increase in federal funds purchased, securities sold under
agreements to repurchase, and treasury, tax and loan account 45,922 33,977 25,082
Net (decrease) increase in short-term and long-term borrowings (8,808) 32,674 1,521
Proceeds from issuance of common stock 143 1,348
Exercise of stock options (438) 100
Dividends on preferred stock (4) (854)
Dividends on common stock (3,220) (1,747)
Redemption of preferred stock (53) (10,711)
Distribution for fractional shares (14) (3) (2)
Change in other liabilities (5,023)
----------- ---------- -----------
Net cash provided by financing activities 82,189 76,269 65,459
----------- ---------- -----------
(Decrease) increase in cash and cash equivalents (2,563) (3,635) 18,904
Cash and cash equivalents, beginning of year 45,001 48,636 29,732
----------- ---------- -----------
Cash and cash equivalents, end of year $ 42,438 $ 45,001 $ 48,636
=========== ========== ===========
</TABLE>
64
<PAGE>
ALABAMA NATIONAL BANCORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED
(in thousands)
for the years ended December 31, 1997, 1996, and 1995
<TABLE>
<CAPTION>
1997 1996 1995
<S> <C> <C> <C>
Supplemental disclosures of cash flow information:
Cash paid for interest $ 43,445 $ 38,036 $ 26,332
========== ========== ===========
Cash paid for income taxes $ 6,514 $ 3,420 $ 1,617
========== ========== ===========
Supplemental schedule of noncash investing activities:
Transfer of investment securities to securities available for sale $ 4,770 $ 34,111
========== ===========
Foreclosure of other real estate owned $ 676 $ 1,238
========== ===========
Transfer of property to other real estate owned $ 198
==========
Reduction in proportional interest in consolidated subsidiary $ 69
==========
Increase in unrealized holding gain (loss) on
securities available for sale $ 1,392 $ (71) $ 2,738
========== ========== ===========
Unearned restricted stock and performance plan awards $ 178 $ 184 $ (278)
========== ========== ===========
Assets acquired and liabilities assumed in merger transactions (Note 1):
Assets acquired, net of cash $ 6,290 $ 2,154 $ 325,217
========== ========== ===========
Liabilities assumed $ 22,120 $ 8,950 $ 307,170
========== ========== ===========
Supplemental schedule of noncash financing activities:
Conversion of debentures $ 105
==========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
65
<PAGE>
ALABAMA NATIONAL BANCORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BUSINESS COMBINATIONS
On November 30, 1997, First American Bancorp (FAB), a one bank holding
company headquartered in Decatur, Alabama, was merged (the FAB Merger) into
Alabama National BanCorporation and Subsidiaries (the Company). All of the
common stock of FAB was exchanged for 2,071,966 shares of the Company's
common stock. At the merger date, FAB had approximately $235 million in
total assets, year-to-date net interest income of approximately $10.6
million and year-to-date net income of approximately $754,000.
On September 30, 1996, FirstBank Holding Company, Inc. (FirstBanc), a one
bank holding company headquartered in Robertsdale, Alabama, was merged into
the Company. The Company acquired all of the outstanding common stock of
FirstBanc in exchange for 305,000 shares of the Company's common stock. At
the merger date, FirstBanc had approximately $36 million in total assets,
year-to-date net interest income of approximately $1.2 million and year-to-
date net income of approximately $325,000.
On December 29, 1995, ANB merged (the NCC Merger) with National Commerce
Corporation (NCC) and Commerce Bankshares, Inc. (CBS) (collectively the
Company). The NCC Merger was accomplished by converting each share of NCC
common stock into 348.14 shares of ANB common stock and each share of CBS
common stock into 7.0435 shares of ANB common stock for a total of
3,106,981 shares of ANB common stock and the repurchase of 360,400 shares
of previously outstanding ANB common stock. The NCC Merger was accounted
for as a "reverse acquisition", whereby NCC acquired ANB for financial
reporting purposes. ANB remains the registrant for Securities and Exchange
Commission filing purposes and, consistent with the reverse acquisition
accounting treatment, the historical financial statements of Alabama
National BanCorporation presented for 1995 are the consolidated financial
statements of NCC. The operations of ANB have been included in the
financial statements from the date of acquisition. The historical
stockholders' equity of NCC prior to the Merger has been retroactively
restated for the equivalent number of shares received in the Merger after
giving effect to any difference in par value of ANB's and NCC's stock by an
offset to additional paid-in capital.
The consolidated financial statements of the Company give effect to the
FirstBanc and FAB mergers, which were accounted for as poolings of
interests and, accordingly, financial statements for all periods have been
restated to reflect the results of operations of the companies on a
combined basis from the earliest period presented, except for dividends per
share.
The Company's consolidated financial data for the years ended December 31,
1996 and 1995 have been restated as follows (in thousands, except per
share amounts)
<TABLE>
<CAPTION>
AS AS
PREVIOUSLY EFFECT OF CURRENTLY
REPORTED POOLINGS REPORTED
------------ ------------ ------------
<S> <C> <C> <C>
As of and for the year ended
December 31, 1996:
Net interest income $ 34,760 $ 10,174 $ 44,934
Net income $ 9,725 $ 2,402 $ 12,127
Stockholders' equity $ 66,121 $ 22,682 $ 88,803
Net income per share (diluted) $ 1.45 $ (.07) $ 1.38
</TABLE>
66
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
<TABLE>
<CAPTION>
AS AS
PREVIOUSLY EFFECT OF CURRENTLY
REPORTED POOLINGS REPORTED
------------ ----------- -----------
<S> <C> <C> <C>
As of and for the year ended
December 31, 1996:
Net interest income $ 18,795 $ 7,717 $ 26,512
Net income $ 4,226 $ 2,056 $ 6,282
Stockholders' equity $ 58,189 $ 19,955 $ 78,144
Net income per share (diluted) $ 1.16 $ (.06) $ 1.10
</TABLE>
2. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BUSINESS SEGMENT - The accounting and reporting policies of the Company
conform with generally accepted accounting principles and with general
financial service industry practices. The Company provides a full range of
banking and bank-related services to individual and corporate customers
through its seven subsidiary banks located in Alabama and Florida.
BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION - The consolidated
financial statements include the accounts of the Company and its
subsidiaries. All significant intercompany accounts and transactions have
been eliminated in consolidation.
USE OF ESTIMATES - In preparing the financial statements, management is
required to make estimates and assumptions that affect the reported amounts
of assets and liabilities as of the statement of condition dates and
revenues and expenses for the periods shown. Actual results could differ
from those estimates.
CASH AND CASH EQUIVALENTS - For purposes of reporting cash flows, cash and
cash equivalents include cash on hand and due from banks.
SECURITIES - Investment securities are stated at amortized cost as a result
of management's ability and intent to hold the securities until maturity.
Related premiums are amortized and discounts are accreted on the straight-
line method.
Securities available for sale are those securities intended to be held for
an indefinite period of time. The Company may sell these securities as part
of its asset/liability strategy in response to changes in interest rates,
changes in prepayment risk, or similar factors. Securities available for
sale are recorded at market value. Unrealized holding gains and losses on
securities classified as available for sale are carried as a separate
component of stockholders' equity.
Trading securities, principally obligations of U.S. government agencies,
are securities held for sale and are stated at market. Bond purchases and
sales are recorded on trade date. Accounts receivable from and accounts
payable to bond customers and dealers are included in other assets and
liabilities and represent security transactions entered into for which the
securities have not been delivered. Unrealized holding gains and losses on
securities classified as trading are reported in earnings.
Gains and losses on the sale of securities are computed using the specific
identification method.
67
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
LOANS AND ALLOWANCE FOR LOAN LOSSES - Interest income with respect to loans
is accrued on the principal amount outstanding, except for interest on
certain consumer loans which is recognized over the term of the loan using
a method which approximates level yields.
Certain impaired loans are reported at the present value of expected future
cash flows using the loan's effective interest rate, or as a practical
expedient, at the loan's observable market price or the fair value of the
collateral if the loan is collateral dependent.
The allowance for loan losses is established through a provision for loan
losses charged to expenses. Loans are charged against the allowance for
loan losses when management believes the collection of principal is
unlikely. The allowance is the amount that management believes will be
adequate to absorb possible losses on existing loans which may become
uncollectible, based on evaluations of the collectibility of loans and
prior loan loss experience. The evaluations take into consideration such
factors as changes in the nature and volume of the loan portfolio, overall
portfolio quality, review of specific loan problems, and current economic
conditions which may affect the borrower's ability to pay. Accrual of
interest is discontinued on a loan when management believes, after
considering economic and business conditions and collection efforts, that
the borrower's financial condition is such that the collection of interest
is doubtful. Payments received on such loans are applied first to principle
until the obligation is satisfied. Any remaining payments are then recorded
as interest income.
PROPERTY, EQUIPMENT, AND LEASEHOLD IMPROVEMENTS - Property, equipment, and
leasehold improvements are stated at cost less accumulated depreciation and
amortization. Depreciation is principally computed using the straight-line
method over the estimated useful life of each type of asset. Leasehold
improvements are amortized using the straight-line method over the shorter
of the estimated useful lives of the improvements or the terms of the
related leases. Maintenance and repairs are expensed as incurred;
improvements and betterments are capitalized. When items are retired or
otherwise disposed of, the related costs and accumulated depreciation are
removed from the accounts and any resulting gains or losses are credited or
charged to income. Estimated useful lives generally are as follows:
<TABLE>
<S> <C>
Buildings 5 - 45 years
Leasehold improvements 10 - 30 years
Furniture, equipment, and vault 3 - 30 years
</TABLE>
OTHER REAL ESTATE - Other real estate, primarily property acquired by
foreclosure, is capitalized at the lower of fair value less estimated
selling costs or cost of the property or loan immediately prior to its
classification as other real estate. Other real estate is not depreciated
and is carried at the lower of cost or fair value less estimated selling
costs. Losses, representing the difference between the sales price and the
carrying value of the property, are recorded immediately, while gains on
sales financed by the Company are deferred until the initial and continuing
investment by the borrower equals or exceeds specified equity percentages.
Gains on all other sales are recorded immediately.
INTANGIBLE ASSETS - Intangible assets consist of the excess of cost over
the fair value of net assets of acquired businesses and core deposit
intangibles. The excess of cost over the fair value of net assets of
acquired businesses, which totaled $6,609,000 and $6,907,000 at December
31,
68
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
1997 and 1996, respectively, is being amortized over a period of 20 years,
principally using the straight-line method of amortization. Core deposit
intangibles, which totaled $2,117,000 and $854,000 at December 31, 1997 and
1996, respectively, are being amortized over 10 years using the straight-
line method of amortization. The carrying value of excess of cost over net
assets of subsidiaries acquired is reviewed if facts and circumstances
suggest that it may be impaired. If warranted, analysis, including
undiscounted income projections, are made to determine if adjustments to
the carrying value or amortization periods are necessary.
MORTGAGE SERVICING RIGHTS - The total cost of mortgage loans held for sale
is allocated to mortgage servicing rights and mortgage loans held for sale
(without mortgage servicing rights) based on their relative fair values.
The aggregate basis is used to determine the lower of cost or market value
when capitalizing mortgage servicing rights.
Mortgage servicing rights are being amortized primarily using an
accelerated method in proportion to the estimated net servicing income from
the related loans, which approximates a level yield method. The
amortization period represents management's best estimate of the remaining
loan lives.
The carrying values of the mortgage servicing rights are evaluated for
impairment based on their fair values categorized by coupon rate. Fair
values of servicing rights are determined by estimating the present value
of future net servicing income considering the average interest rate and
the average remaining lives of the related mortgage loans being serviced.
EARNINGS PER SHARE - At December 31, 1997, the Company adopted the
provisions of Statement of Financial Standards No. 128, Earnings Per Share
(Statement 128). Statement 128 specifies the computation, presentation, and
disclosure requirements for earnings per share (EPS) and applies to
entities with publicly held common stock or potential common stock. This
statement replaces the presentation of primary EPS with a presentation of
basic EPS and requires dual presentation of basic and diluted EPS on the
face of the income statement for all entities with a complex capital
structure. The Statement also requires a reconciliation of the numerator
and denominator of the basic EPS computation to the numerator and
denominator of the diluted EPS computation. All prior year earnings per
share data has been restated to reflect the presentation required under
Statement 128.
INCOME TAXES - Deferred income taxes are provided on all temporary
differences between the financial reporting basis and the income tax basis
of assets and liabilities.
STOCK-BASED EMPLOYEE COMPENSATION - In 1996, the Company adopted the
provisions of Statement of Financial Accounting Standards No. 123,
Accounting for Stock-Based Compensation (Statement 123), which calls for a
value based method. Beginning in 1996, compensation cost for stock-based
employee compensation arrangements is measured at the grant date based on
the value of the award and is recognized over the service period. The
effects of applying this statement during the initial phase-in period are
not necessarily representative of the effects on future years.
ADVERTISING COSTS - The Company expenses the costs of advertising when
those costs are incurred.
69
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
RECLASSIFICATIONS - Certain reclassifications have been made to the prior
year financial statements to conform with the 1997 presentation.
RECENTLY ISSUED ACCOUNTING STANDARDS - In June 1996, the Financial
Accounting Standards Board (FASB) issued Statement of Financial Accounting
Standards No. 125, Accounting for Transfers and Servicing of Financial
Assets and Extinguishments of Liabilities, as amended by Statement of
Financial Accounting Standards No. 127, (Statement 127), Deferral of the
Effective Date of Certain Provisions of FASB Statement No. 125 (Statement
125), establishing standards for accounting for certain transfers of assets
and extinguishment of liabilities. It requires that an entity recognize the
financial and servicing assets it controls and the liabilities it has
incurred and derecognize financial assets when control has been
surrendered, and derecognize liabilities when extinguished. Certain
guidelines set forth in the Statement must be met before an asset can be
considered transferred or a liability extinguished. This Statement is
applied prospectively for transfers of financial assets and extinguishments
of liabilities occurring after December 31, 1996. The adoption of Statement
125, as amended by Statement 127, did not have a material effect on the
consolidated financial statements of the Company.
In June 1997, the FASB issued Statement of Financial Accounting Standards
No. 130, Reporting Comprehensive Income (Statement 130). Statement 130
establishes standards for reporting and display of comprehensive income and
its components (revenues, expenses, gains, and losses) in a full set of
general-purpose financial statements. This Statement requires that all
items that are required to be recognized under accounting standards as
components of comprehensive income be reported in a financial statement
that is displayed with the same prominence as other financial statements.
Comprehensive income includes all changes in equity during a period,
excluding investments by and distributions to stockholders. Under Statement
130, the Company will report changes in unrealized gains and losses
attributable to securities available for sale, as well as the amortization
of unearned restricted stock, as components of comprehensive income. This
statement is effective for fiscal years beginning after December 15, 1997,
and requires comparative financial information presented for prior periods
to be reclassified to conform to the requirements of the statement.
Although earlier application is permitted, the Company has chosen not to
adopt early.
In June 1997, the FASB issued Statement of Financial Accounting Standards
No. 131, Disclosures About Segments of a Business Enterprise and Related
Information (Statement 131). Statement 131, effective for fiscal years
beginning after December 15, 1997, establishes standards for the way that
public business enterprises report information about operating segments in
annual financial statements and requires that those enterprises report
selected information about operating segments in interim financial reports
issued to shareholders. It also establishes standards for related
disclosures about products and services, geographic areas, and major
customers. Early application is permitted, but is not required, and
comparative information for interim periods in the initial year of
application must be reported in financial statements for interim periods in
the second year of application. The Company is evaluating the impact of
implementing this statement on their consolidated financial statements.
In February 1998, the FASB issued Statement of Financial Accounting
Standards No. 132, Employers' Disclosures About Pensions and Other
Postretirement Benefits (Statement 132). Statement 132, effective for
fiscal years beginning after December 15, 1997, standardizes the disclosure
requirements for pensions and other postretirement benefits, eliminates
certain
70
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
disclosures, and requires additional information on changes in the benefit
obligations and fair values of plan assets. Restatement of disclosures for
previous periods is required. The Company does not expect the
implementation of this statement to have a material impact on its
consolidated financial statements.
3. SECURITIES
The amortized costs and estimated market values of investment securities
(carried at amortized cost) and securities available for sale (carried at
market value) are as follows (in thousands):
<TABLE>
<CAPTION>
DECEMBER 31, 1997
-----------------------------------------------------
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED MARKET
COST GAINS LOSSES VALUE
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Investment securities:
U.S. treasury securities and obligations of
U.S. government corporations and agencies $ 2,559 $ 5 $ (4) $ 2,560
Obligations of states and political subdivisions 10,067 364 10,431
Mortgage-backed securities issued or
guaranteed by U.S. government agencies 43,893 204 (91) 44,006
----------- ----------- ----------- -----------
Totals $ 56,519 $ 573 $ (95) $ 56,997
=========== =========== =========== ===========
Securities available for sale:
U.S. treasury securities and obligations of
U.S. government corporations and agencies $ 47,334 $ 146 $ (169) $ 47,311
Obligations of states and political subdivisions 24,075 518 (4) 24,589
Mortgage-backed securities issued or
guaranteed by U.S. government agencies 79,308 612 (403) 79,517
Equity securities 5,677 5,677
----------- ----------- ----------- -----------
Totals $ 156,394 $ 1,276 $ (576) $ 157,094
=========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31, 1996
-----------------------------------------------------
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED MARKET
COST GAINS LOSSES VALUE
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Investment securities:
U.S. treasury securities and obligations of
U.S. government corporations and agencies $ 3,446 $ 2 $ (6) $ 3,442
Obligations of states and political subdivisions 10,786 222 (44) 10,964
Mortgage backed securities issued or
guaranteed by U.S. government agencies 60,513 122 (269) 60,366
----------- ----------- ----------- -----------
Totals $ 74,745 $ 346 $ (319) $ 74,772
=========== =========== =========== ===========
Securities available for sale:
U.S. treasury securities and obligations of
U.S. government corporations and agencies $ 20,365 $ 4 $ (185) $ 20,184
Obligations of states and political subdivisions 19,371 187 (130) 19,428
Mortgage backed securities issued or
guaranteed by U.S. government agencies 61,153 285 (853) 60,585
Equity securities 5,131 5,131
----------- ----------- ----------- -----------
Totals $ 106,020 $ 476 $ (1,168) $ 105,328
=========== =========== =========== ===========
</TABLE>
71
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
Maturities of securities at December 31, 1997 are summarized as follows (in
thousands):
<TABLE>
<CAPTION>
INVESTMENT SECURITIES AVAILABLE FOR SALE
------------------------- -------------------------
ESTIMATED ESTIMATED
AMORTIZED MARKET AMORTIZED MARKET
COST VALUE COST VALUE
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Due in one year or less $ 2,921 $ 2,933 $ 33,730 $ 33,749
Due after one year through five years 7,316 7,547 27,390 27,684
Due after five years through ten years 2,389 2,511 9,162 9,317
Due after ten years 1,127 1,150
Mortgage-backed securities 43,893 44,006 79,308 79,517
Equity securities 5,677 5,677
----------- ----------- ----------- -----------
Totals $ 56,519 $ 56,997 $ 156,394 $ 157,094
=========== =========== =========== ===========
</TABLE>
During 1997, gross gains of $6,000 and gross losses of $14,000 were
realized. In 1996, gross gains of $95,000 and gross losses of $179,000 were
realized In 1995, gross gains of $480,000 and gross losses of $454,000 were
realized.
During 1996, the Company sold investment securities with an amortized cost
of $3,502,000, resulting in realized losses of $42,000. These securities
were transferred to NBC pursuant to the 1996 merger of a former ANB
subsidiary and NBC. The securities did not meet the criteria of NBC's
formal investment policy.
Equity securities are comprised primarily of Federal Home Loan Bank and
Federal Reserve Bank stock; these holdings are required under regulatory
guidelines.
4. LOANS AND OTHER REAL ESTATE
Major classification of loans at December 31, 1997 and 1996 are summarized
as follows (in thousands):
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
Commercial, financial, and agricultural $ 194,636 $ 195,128
Real estate 523,493 471,678
Consumer 79,598 88,036
Other 47,138 34,685
------------ -----------
Gross loans 844,865 789,527
Less unearned income (2,075) (4,245)
------------ -----------
Loans, net of unearned income 842,790 785,282
Less allowance for loan losses (12,829) (11,011)
------------ -----------
Net loans $ 829,961 $ 774,271
============ ===========
</TABLE>
72
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
In the normal course of business, loans are made to directors, officers,
and their affiliates. Such loans are made on substantially the same terms
as to other customers of the banks. The aggregate of such loans was
$33,748,000 and $31,743,000 at December 31, 1997 and 1996, respectively.
During 1997 and 1996, new loans of $35,546,0000 and $31,784,000 were funded
and repayments totaled $33,541,000 and $31,739,000, respectively.
Loans on which the accrual of interest has been discontinued or reduced
amounted to approximately $4,174,000 and $3,085,000 at December 31, 1997
and 1996, respectively. If the loans of the Company had been current
throughout their terms, gross interest income for the years ended December
31, 1997 and 1996, respectively, would have increased by approximately
$125,000 and $118,000.
Other real estate at December 31, 1997 and 1996 totaled $1,462,000 and
$548,000, respectively.
At December 31, 1997 and 1996, the recorded investment in loans for which
impairment has been recognized totaled $5,169,000 and $2,721,000,
respectively, and these loans had a corresponding valuation allowance of
$249,000 and $259,000. The Company recognized no interest on impaired loans
during the portion of the year that they were impaired. The impaired loans
at December 31, 1997 and 1996 were measured for impairment primarily using
the fair value of the collateral.
The Company grants real estate, commercial, and consumer loans to customers
primarily in Alabama. Although the Company has a diversified loan
portfolio, significant concentrations include loans collateralized by
improved and undeveloped commercial and residential real estate.
5. ALLOWANCE FOR LOAN LOSSES
A summary of the allowance for loan losses for the years ended December 31,
1997, 1996, and 1995 is as follows (in thousands):
<TABLE>
<CAPTION>
1997 1996 1995
<S> <C> <C> <C>
Balance, beginning of year $ 11,011 $ 10,421 $ 6,506
Provision charged to operations 2,988 885 1,016
Addition due to acquisitions 3,124
----------- ----------- -----------
13,999 11,306 10,646
----------- ----------- -----------
Loans charged off (2,749) (1,893) (1,877)
Less recoveries 1,579 1,598 1,652
----------- ----------- -----------
Net charge-offs (1,170) (295) (225)
----------- ----------- -----------
Balance, end of year $ 12,829 $ 11,011 $ 10,421
=========== =========== ===========
</TABLE>
73
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
6. PROPERTY, EQUIPMENT, AND LEASEHOLD IMPROVEMENTS
Major classifications of property, equipment, and leasehold improvements at
December 31, 1997 and 1996 are summarized as follows (in thousands):
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
Land $ 6,079 $ 5,335
Buildings and improvements 19,312 17,463
Leasehold improvements 4,842 4,448
Furniture, equipment, and vault 12,551 11,553
Construction in progress 1,859 1,187
----------- -----------
44,643 39,986
Less accumulated depreciation and amortization 13,104 11,263
----------- -----------
Property, equipment, and leasehold improvements, net $ 31,539 $ 28,723
=========== ===========
</TABLE>
7. DEPOSITS
Deposits at December 31, 1997 and 1996 are summarized as follows (in
thousands):
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
Demand deposit accounts $ 146,006 $ 133,005
NOW accounts 121,884 114,782
Savings and money market accounts 240,581 222,645
Time deposits less than $100,000 317,345 285,408
Time deposits of $100,000 or more 103,154 102,263
----------- -----------
Total deposits $ 928,970 $ 858,103
=========== ===========
</TABLE>
Certain directors of the Company, including their families and affiliated
companies, are deposit customers. Total deposits of these persons at
December 31, 1997 and 1996 were approximately $33,830,000 and $33,924,000,
respectively.
8. SHORT- AND LONG-TERM BORROWINGS
Short-term debt is summarized as follows (in thousands):
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
Federal Home Loan Bank (FHLB) debt due June 5, 1998; rate varies with
LIBOR (London Interbank Offered Rate) and was 5.783% at December 31, 1997;
collateralized by FHLB stock and certain first mortgage loans.
$ 12,500
Various FHLB advances due between January 2, 1997 and January 21, 1997 at
a weighted average interest rate of 6.01% at December 31, 1996;
collateralized by FHLB stock and certain first mortgage loans.
$ 24,000
Note payable to independent bank under secured master note agreement; rate
varies with LIBOR and was 6.6875% and 6.75% at December 31, 1997 and 1996,
respectively; collateralized by the Company's stock in subsidiary banks. 15,250 17,000
</TABLE>
74
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
Short-term borrowings with a large regional financial institution due
September 25, 1997; rate varies with LIBOR and was 7.275% at December 31,
1996; collateralized by accounts receivable. 1,000
Convertible debentures payable to stockholder, due February 18, 1997;
8.25% at December 31, 1996.
105
------------- -------------
Total short-term borrowings $ 27,750 $ 42,105
============= =============
</TABLE>
Long-term debt is summarized as follows (in thousands):
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
FHLB debt due June 5, 1998; rate varies with LIBOR and was 5.5325% at
December 31, 1996; collateralized by FHLB stock and certain first mortgage
loans. $ 12,500
FHLB debt due May 24, 1999; rate varies with LIBOR and was 5.569% at
December 31, 1997; collateralized by FHLB stock and certain first mortgage
loans. $ 9,200
FHLB debt due July 11, 2002; interest at fixed rate of 5.78%; convertible
at the option of the FHLB on July 12, 1999 to a three month LIBOR advance;
collateralized by FHLB stock and certain first mortgage loans. 5,000
Capital leases payable, various 387 439
------------- -------------
Total long-term debt $ 14,587 $ 12,939
============= =============
</TABLE>
The note payable to an independent bank at December 31, 1997 is payable in
full on January 20, 1998. Maximum borrowings under the secured master note
agreement is $20,000,000 and interest is payable quarterly. Total interest
expense paid on the note was $1,156,000 in 1997 and $1,343,000 in 1996. On
January 19, 1998, the master note agreement was renewed, under the same
payment, interest, and collateral terms, for $20,000,000 and will mature
May 31, 1999.
At December 31, 1997 the Company has $51,500,000 of available credit with
the FHLB in addition to the $26,700,000 above, $4,700,000 of available
credit with a large regional financial institution, and federal funds lines
of $95,950,000 with various correspondent banks, of which $53,950,000
remains available.
The FHLB has a blanket lien on the Company's 1-4 family mortgage loans in
the amount of the outstanding debt.
Additional details regarding short-term debt are shown below (in
thousands):
<TABLE>
<CAPTION>
1997 1996 1995
<S> <S> <C> <C>
Average amount outstanding during the year $ 41,236 $ 29,813 $ 17,467
Maximum amount outstanding at any month end $ 55,348 $ 52,618 $ 27,942
Weighted average interest rate:
During year 6.18% 6.90% 6.66%
End of year 6.21% 6.26% 6.54%
</TABLE>
75
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
9. LEASES
One of the Company's subsidiary banks leases its main office building from
a partnership, which includes a director and a stockholder of the Company,
under a noncancelable operating lease expiring in 2013. Leases classified
as capital leases include branch offices with a net book value of
approximately $357,000 at December 31, 1997. Additionally, this subsidiary
bank leases other branch offices and equipment under operating leases.
Minimum future rental payments for the capital and operating leases are as
follows (in thousands):
<TABLE>
<CAPTION>
CAPITAL OPERATING
LEASES LEASES
------------ ------------
<S> <C> <C>
1998 $ 90 $ 919
1999 90 929
2000 90 921
2001 75 887
2002 54 873
Thereafter 106 9,523
------------ ------------
Total minimum payments 505 $ 14,052
============
Less amount representing interest (118)
------------
Net capital lease obligation $ 387
============
</TABLE>
Rents charged to operations under operating lease agreements for the years
ended December 31, 1997, 1996, and 1995 were approximately $1,181,000,
$1,135,000, and $1,052,000, respectively, of which $942,000, $870,000, and
$803,000, respectively, during 1997, 1996, and 1995 relate to leases with
related parties.
10. COMMITMENTS AND CONTINGENCIES
In the normal course of business, the Company makes commitments to meet the
financing needs of its customers. These commitments include commitments to
extend credit and standby letters of credit. These instruments include, to
varying degrees, elements of credit risk in excess of the amount recognized
in the consolidated statements of condition. The Company's exposure to
credit risk is the extent of nonperformance by the counterparty to the
financial instrument for commitments to extend credit and standby letters
of credit and is represented by the contractual amount of those
instruments. The Company uses the same credit policies and procedures in
making commitments and conditional obligations as it does for loans.
At December 31, 1997 and 1996, unused commitments under lines of credit
aggregated approximately $202,475,000 and $171,371,000, of which
$14,898,000 and $12,131,000 pertained to related parties, respectively. The
Company evaluates each customer's credit worthiness on a one-by-one basis.
The amount of collateral obtained, if deemed necessary by the Company 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, residential real estate and
income-producing commercial properties.
76
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
The Company had approximately $2,422,000 and $1,272,000 in irrevocable
standby letters of credit outstanding at December 31, 1997 and 1996, of
which $204,000 and $226,000, respectively, pertained to related parties.
The credit risk involved in issuing letters of credit is essentially the
same as that involved in extending loan facilities to customers. The
collateral varies but may include accounts receivable, inventory, property,
plant, and equipment, and residential real estate for those commitments for
which collateral is deemed necessary.
The Company, in the normal course of business, is subject to various
pending and threatened litigation. Based on legal counsel's opinion,
management does not anticipate that the ultimate liability, if any,
resulting from such litigation will have a material adverse effect on the
Company's financial condition or results of operations.
11. EMPLOYEE BENEFIT PLANS
One of the subsidiary banks, NBC, has a defined benefit pension plan
covering substantially all employees. Benefits are based on years of
service and the average monthly earnings for the last sixty months of
employment. The Company's policy is to use the "projected unit credit"
actuarial method for financial reporting purposes and the "frozen entry
age" actuarial method for funding purposes. The components of net pension
expense for the years ended December 31, 1997, 1996, and 1995 are as
follows (in thousands):
<TABLE>
<CAPTION>
1997 1996 1995
<S> <C> <C> <C>
Service cost $ 411 $ 342 $ 183
Interest cost 210 167 126
Return on assets (292) (186) (358)
Net amortization and deferral 96 43 234
---------- ---------- ----------
Net pension cost $ 425 $ 366 $ 185
========== ========== ==========
</TABLE>
The reconciliation of the funding status of the plan for the years ended
December 31, 1997, 1996, and 1995 is as follows (in thousands):
<TABLE>
<CAPTION>
1997 1996 1995
<S> <C> <C> <C>
Vested benefits $ 2,276 $ 1,652 $ 1,504
Nonvested benefits 374 239 180
---------- ---------- ----------
Accumulated benefit obligation 2,650 1,891 1,684
Effects of salary progression 1,124 688 610
---------- ---------- ----------
Projected benefit obligation 3,774 2,579 2,294
Fair value of plan assets, consisting
primarily of debt securities 3,041 2,398 1,979
---------- ---------- ----------
Plan assets less than projected benefit
obligation 733 181 315
Unrecognized net loss (761) (228) (432)
Unrecognized prior service cost (17) (19) (22)
Unrecognized net asset at date of
initial application 13 16 18
---------- ---------- ----------
Accrued pension cost $ (32) $ (50) $ (121)
========== ========== ==========
</TABLE>
77
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
Primary assumptions used to actuarially determine net pension expense are
as follows:
<TABLE>
<CAPTION>
1997 1996 1995
<S> <C> <C> <C>
Settlement (discount rate) 7.50% 7.00% 8.25%
Expected long-term rate of return on
plan assets 9.00% 9.00% 9.00%
Salary increase rate 4.25% 4.25% 4.25%
</TABLE>
The Company has a qualified employee benefit plan under Section 401(k) of
the Internal Revenue Code covering substantially all employees. Employees
can contribute up to 10% of their salary to the plan on a pre-tax basis and
the Company matches participants' contributions up to the first 2% of each
participant's salary. The Company's matching contribution charged to
operations related to this plan, as well as other plans of merged banks,
was $313,000, $247,000, and $170,000 for the years ended December 31, 1997,
1996, and 1995, respectively.
Several of the subsidiary banks acquired in the NCC Merger (see Note 1)
have deferred compensation plans for the benefit of the Company's former
chief executive officer. Payments under the plans are scheduled to begin
March 15, 1997 and March 15, 2002, or at his death, if earlier, and
continue for a period of 15 years. In connection with the plans, the banks
purchased single premium life insurance policies on the life of the
officer. The insurance company has left the premiums, together with the
interest earned thereon, on deposit with one of the banks at interest rates
2% higher than the guaranteed increase in cash value of the policies. At
December 31, 1997, the cash surrender value of the policies was $2,077,000
and the premiums, together with interest thereon, on deposit with the bank
was $906,000.
Additionally, ANB and six of its subsidiary banks have deferred
compensation plans that cover certain former directors of ANB and the
presidents of certain subsidiary banks. In connection with the plans, ANB
and each subsidiary have purchased single premium life insurance policies
on all participants, except one. At December 31, 1997, the cash surrender
value of these policies was $1,826,000.
The Company has fixed stock options outstanding which were granted under
separate stock option plans of the different parties to the NCC Merger and
the FAB Merger. No future stock option awards are anticipated under any of
these plans. Under the terms of stock option plans related to FAB, options
to purchase shares of FAB's common stock were granted in 1996 and 1997. As
a result of the FAB Merger, all of the options previously issued under
these stock option plans became immediately exercisable on November 30,
1997. In 1996, the fair value of each option grant was estimated on the
date of grant using the Black-Scholes option-pricing model with the
following weighted average assumptions used for the grants: cash dividend
yield of 0%; expected volatility of 11.4%, risk-free interest rate of 5.5%;
and expected life of 7 years. The weighted average grant date fair value of
1996 option grants was $5.21. In 1997, the fair value of each option grant
was estimated on the grant date using the Black-Scholes option-pricing
model with the following weighted average assumptions used for the grants:
cash dividend yield of 0%; expected volatility of 17%; risk-free interest
rate of 6.5%; and expected life of 10 years. The weighted average grant
date fair value of 1997 option grants was $9.86. Compensation expense
recorded in 1997 and 1996 related to these options was $325,000 and $5,000,
respectively. A summary of the status of the Company's fixed stock options
as of
78
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
December 31, 1997, 1996, and 1995 and changes during each of the three
years then ended is presented below:
<TABLE>
<CAPTION>
1997 1996 1995
------------------------- --------------------------- ---------------------------
WEIGHTED WEIGHTED WEIGHTED
AVERAGE AVERAGE AVERAGE
EXERCISE EXERCISE EXERCISE
SHARES PRICE SHARES PRICE SHARES PRICE
---------- ------------ ------------ ------------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Outstanding, beginning of year 519,373 $ 8.05 576,986 $ 8.07 526,418 $ 7.60
Granted 26,996 15.56 4,949 14.64 50,568 13.00
Exercised (135,300) (10.88) (10,000) (10.00)
Forfeited (52,562) (8.50)
---------- ------------ ------------ ------------- ----------- ------------
Outstanding, end of year 411,069 $ 7.62 519,373 $ 8.05 576,986 $ 8.07
========== ============ ============ ============== =========== ============
Options exercisable, end of year 206,806 271,387 183,028
========== ============ ===========
</TABLE>
The following table summarizes information about fixed stock options
outstanding at December 31, 1997:
<TABLE>
<CAPTION>
OPTIONS
OPTIONS OUTSTANDING EXERCISABLE
---------------------------------- -----------
EXERCISE NUMBER REMAINING
PRICE OUTSTANDING CONTRACTUAL LIFE
-------- ----------- ----------------
<S> <C> <C> <C>
$ 5.68 204,263 8/31/2003
$ 6.39 80,848 10/20/2002 80,848
$10.00 72,333 11/20/2004 72,333
$10.10 14,848 10/18/2004 14,848
$13.00 6,833 11/18/2005 6,833
$14.64 4,949 2/20/2006 4,949
$15.56 26,995 3/7/2007 26,995
----------- ----------
411,069 206,806
=========== ==========
</TABLE>
The Company has 64,979 restricted shares of stock outstanding pursuant to a
Restricted Stock Agreement (RSA) originated in 1994. The RSA provides for
employees covered by the plan to elect a cash award equal to an amount of
personal income tax liability resulting from the award. RSA participants
are entitled to vote their respective shares. No dividends are permitted,
and the sale or transfer of shares is restricted for five years. Shares
awarded to participants that leave NBC prior to the completion of five
years of service following the award are required to be surrendered and are
ratably awarded to remaining participants. During the years ending December
31, 1997, 1996 and 1995, total expense for the RSA was $93,000 for each
year.
During 1996, the Company adopted a Performance Share Plan to offer long-
term incentives in addition to current compensation to key executives. The
criteria for payment of performance share awards is based upon a comparison
of the Company's average return on average equity over an award period to
that of a comparison group of bank holding companies. If the Company's
results are below the median of the comparison group, no portion of the
award is earned. If the Company's results are at or above the 90th
percentile, the award maximum is earned. The vesting period for the awards
is four years. Under the plan, 400,000 shares have been reserved for
issuances. The number of shares granted in 1996 was 16,750 shares with an
79
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
approximate market value at the date of grant of $222,000. In 1997, 16,000
shares were granted under the plan with an approximate market value at the
date of grant of $308,000. At December 31, 1997, outstanding awards of
expected and maximum payouts were 25,750 and 47,000 shares, respectively.
Expense recorded for the Performance Share Plan was $105,000 and $55,500 in
1997 and 1996, respectively.
During October 1997, the Company adopted a Performance Share Plan to offer
long-term incentives to key executives at one of the Company's subsidiary
banks (the Subsidiary PSP). Under the plan, non-employee directors of that
bank who are not also directors of the Company will be eligible to receive
performance share awards providing certain criteria are met. Those criteria
are that the director purchase a prescribed number of shares of the
Company's stock (as provided in the Subsidiary PSP) and that the director
continues to serve as a member of the board of directors of that bank until
December 31, 2002. The amount of actual shares to be paid, assuming the
preceding conditions are met, will be based on the net income of that bank
for the year ended December 31, 2002. The maximum number of shares of
common stock which may be awarded under the Subsidiary PSP is approximately
20,000 shares, which vest over a sixty-three month period. During 1997, the
maximum number of shares were assumed to be granted, with an approximate
market value on the date of grant of $503,000. Expense recorded for the
Subsidiary PSP 1997 was approximately $24,000.
During 1996, the Company adopted a Deferred Compensation Plan for directors
who are not employees of the Company. Under the plan, a non-employee
director may choose to have all or part of the cash and/or stock
equivalents he would normally receive as compensation deferred for future
payment at such time and in such manner as the director specifies at the
time of the election, so long as any annuity payment period does not exceed
ten years. The cash portion of the deferred compensation account earns
interest at a rate which approximates the Company's short-term borrowing
rate. Dividends earned on the stock equivalent portion are credited to the
deferred compensation account in the form of additional stock equivalents.
At December 31, 1997, the amount payable under terms of the plan totaled
$156,712. For the years ending December 31, 1997 and 1996, approximately
$136,000 and $64,000, respectively, was expensed under the plan.
12. INCOME TAXES
The components of the provision for income taxes consist of the following
for the years ended December 31, 1997, 1996, and 1995 (in thousands):
<TABLE>
<CAPTION>
1997 1996 1995
<S> <C> <C> <C>
Current:
Federal $ 5,848 $ 4,794 $ 2,069
State 750 800 423
-------- -------- --------
Total current expense 6,598 5,594 2,492
Deferred:
Federal (1,037) (275) (1,581)
State (103) (38) (10)
-------- -------- --------
Total deferred benefit (1,140) (313) (1,591)
-------- -------- --------
Total provision for income taxes $ 5,458 $ 5,281 $ 901
======== ======== ========
</TABLE>
80
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
Temporary differences and carryforwards which give rise to a significant
portion of deferred tax assets and liabilities for the years ended December
31, 1997 and 1996 are as follows (in thousands):
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
Deferred tax assets:
Loan loss reserve $ 3,268 $ 2,265
Other real estate owned basis difference 89 98
Unrealized loss on securities 270
Other nondeductible reserves 1,119 1,220
Other 15 116
-------- --------
Total deferred tax asset 4,491 3,969
Deferred tax liabilities:
Depreciation and basis difference 369 2,557
Unrealized gains on securities 263
Other 259 120
Core deposits 213 242
-------- --------
Total deferred tax liabilities 1,104 2,919
-------- --------
Net deferred tax asset $ 3,387 $ 1,050
======== ========
</TABLE>
Total provision for income taxes differs from the amount which would be
provided by applying the statutory federal income tax rate to pretax
earnings as illustrated below for the years ended December 31, 1997, 1996,
and 1995 (in thousands):
<TABLE>
<CAPTION>
1997 1996 1995
<S> <C> <C> <C>
Provision for income taxes at statutory federal income tax rate $ 5,827 $ 5,923 $ 2,663
Increase (decrease) resulting from:
State income 427 503 273 taxes, net of federal income tax benefit 427 503 273
Change in valuation allowance (2,300)
Tax free interest income (676) (660) (422)
Nondeductible meals and entertainment 99 78 484
Disallowed interest expense deduction 79 85 61
Goodwill and core deposit amortization 105 98 25
Bad debt recapture (113) 136
General business and other credits (614) (244)
Other, net 211 (389) (19)
--------- --------- ---------
Total provision for income taxes $ 5,458 $ 5,281 $ 901
========= ========= =========
</TABLE>
81
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
13. NONINTEREST EXPENSE
The following table sets forth, for the years ended December 31, 1997,
1996, and 1995, the principal components of noninterest expense (in
thousands):
<TABLE>
<CAPTION>
1997 1996 1995
<S> <C> <C> <C>
Salaries and employee benefits $ 26,218 $ 25,655 $ 14,628
Occupancy and equipment 5,473 5,628 3,677
Amortization of goodwill 298 305 89
Advertising 1,224 1,045 921
Banking assessments 364 1,076 730
Data processing expense 1,714 1,413 902
Legal and professional fees 1,752 1,879 1,673
Other noncredit losses (recoveries) 283 (24) 1,219
Other 8,135 7,076 3,010
---------- ---------- ----------
Total noninterest expense $ 45,461 $ 44,053 $ 26,849
========== ========== ==========
</TABLE>
14. EARNINGS PER SHARE
The Company adopted SFAS No. 128, Earnings Per Share, on December 31, 1997.
This statement requires all entities with complex capital structures to
present a reconciliation of the numerator and denominator of the basic EPS
computation to the numerator and denominator of the diluted EPS
computation. The following table reflects this reconciliation, after
adjusting for stock splits (in thousands, except per share data):
<TABLE>
<CAPTION>
PER SHARE
INCOME SHARES AMOUNT
------------ ------------- -----------
<S> <C> <C> <C>
1997
Basic EPS net income $ 11,688 8,609 $ 1.36
===========
Effect of dilutive securities options 275
------------ -----------
Diluted EPS $ 11,688 8,884 $ 1.31
============ =========== ===========
1996
Basic EPS net income $ 12,123 8,483 $ 1.42
===========
Effect of dilutive securities options 248
Convertible debentures, net of taxes 5 25
------------ -----------
Diluted EPS $ 12,128 8,756 $ 1.38
============ =========== ===========
1995
Basic EPS net income /(1)/ $ 5,428 4,751 $ 1.14
===========
Effect of dilutive securities options 179
Convertible debentures, net of taxes 5 25
------------ -----------
Diluted EPS $ 5,433 4,955 $ 1.10
============ =========== ===========
</TABLE>
/(1)/ Basic EPS net income excludes cash dividends on preferred stock.
82
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
As discussed in Note 19, subsequent to December 31, 1997, the Company
entered into a definitive agreement to issue up to 575,000 shares in a
proposed business combination expected to be accounted for as a pooling of
interests.
15. FAIR VALUE OF FINANCIAL INSTRUMENTS
The following methods and assumptions were used to estimate the fair value
of each class of financial instruments for which it is practicable to
estimate that value.
CASH, DUE FROM BANKS, INTEREST-BEARING CASH BALANCES, AND FEDERAL FUNDS
SOLD -The carrying amount is a reasonable estimate of fair value.
INVESTMENT, AVAILABLE FOR SALE, AND TRADING SECURITIES - Fair value is
based on quoted market prices 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
using the rates currently offered for deposits of similar remaining
maturities.
FEDERAL FUNDS PURCHASED, SHORT-TERM BORROWINGS, AND LONG-TERM DEBT - The
carrying amount is a reasonable estimate of fair value.
COMMITMENTS TO EXTEND CREDIT AND STANDBY LETTERS OF CREDIT - All
commitments to extend credit and standby letters of credit have original
terms, at their issuance, of one year or less; therefore, the fair value of
these instruments does not materially differ from their stated value.
The estimated fair values of financial instruments at December 31, 1997 and
1996 are as follows (in thousands):
<TABLE>
<CAPTION>
1997 1996
----------------------------------------
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
---------- --------- -------- --------
<S> <C> <C> <C> <C>
Financial assets:
Cash and due from banks $ 42,438 $ 42,438 $ 45,001 $ 45,001
Interest-bearing deposits 2,391 2,391 249 249
in other banks
Federal funds sold and
securities purchased under
agreements to resell 50,009 50,009 46,249 46,249
Investment securities and
securities available for sale 213,613 214,091 180,073 180,100
Trading securities 399 399 1,936 1,936
Loans 829,961 868,296 774,271 786,826
Financial liabilities:
Deposits 928,970 942,575 858,103 858,344
Federal funds purchased;
securities sold under repurchase
agreement; and treasury, tax,
and loan account 145,880 145,880 96,164 96,164
Short-term borrowings 27,750 27,750 42,105 42,105
Long-term debt 14,587 14,587 12,939 12,939
</TABLE>
83
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
16. PARENT COMPANY
The condensed financial information of the parent company only for the
years ended December 31, 1997, 1996, and 1995 is presented as follows (in
thousands):
<TABLE>
<CAPTION>
1997 1996
BALANCE SHEETS
Assets:
<S> <C> <C>
Cash $ 2,346 $ 979
Investments in subsidiaries 104,471 97,033
Intangibles 7,003 7,371
Other assets 1,168 1,409
---------- ----------
Total assets $ 114,988 $ 106,792
========== ==========
Liabilities and stockholders' equity:
Accounts payable $ 1,569 $ 628
Accrued interest payable 236 256
Short- and long-term debt 15,250 17,105
---------- ----------
Total liabilities 17,055 17,989
---------- ----------
Stockholders' equity:
Preferred Stock
Common stock 8,648 8,145
Additional paid-in capital 61,551 62,342
Retained earnings 27,369 18,930
Unearned restricted stock (92) (185)
Unrealized gain (loss) on
securities available for sale,
net of taxes 457 (429)
---------- ----------
Total stockholders' equity 97,933 88,803
---------- ----------
Total liabilities and stockholders' equity $ 114,988 $ 106,792
========== ==========
</TABLE>
<TABLE>
<CAPTION>
1997 1996 1995
STATEMENTS OF INCOME
Income:
<S> <C> <C> <C>
Dividends from subsidiaries $ 10,025 $ 8,266 $ 2,641
Other 15 19 7
---------- --------- ---------
10,040 8,285 2,648
---------- --------- ---------
Expenses:
Interest expense 1,156 1,393 771
Other expenses 1,924 3,384 105
---------- --------- ---------
Total expenses 3,080 4,777 876
---------- --------- ---------
Income before equity in undistributed
earnings of subsidiaries 6,960 3,508 1,772
Equity in undistributed earnings of
subsidiaries 3,760 6,907 4,360
---------- --------- ---------
Income before income taxes 10,720 10,415 6,132
Income tax benefit 948 1,712 150
---------- --------- ---------
Net income $ 11,668 $ 12,127 $ 6,282
========== ========== =========
</TABLE>
84
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
<TABLE>
<CAPTION>
1997 1996 1995
STATEMENTS OF CASH FLOWS
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C> <C>
Net income $11,668 $12,127 $ 6,282
Adjustments to reconcile net income
to net cash provided by operating activities:
Amortization of investment in consolidated
subsidiaries in excess of net assets
acquired and core deposits 368 288 120
Equity in undistributed earnings of
subsidiaries (3,760) (6,907) (4,360)
Deferred tax (benefit) expense 99 (282)
Other 269 274 2
Increase (decrease) in other
assets and liabilities 1,159 (91) 34
-------- ------- -------
Net cash provided by operating activities 9,803 5,409 2,078
-------- ------- -------
CASH FLOWS FROM INVESTING ACTIVITIES
Additional investment in subsidiaries (3,014)
Acquisitions, net of cash acquired 975
-------- ------- -------
Net cash (used in) provided by investing activities (3,014) 975
-------- ------- -------
CASH FLOWS FROM FINANCING ACTIVITIES
Dividends on common stock (3,220) (1,747)
Dividends of preferred stock (4) (854)
Change in other liabilities (5,024)
Exercise of stock options (438) 100
Issuance of common stock 143 1,348
Distribution for fractional shares (14) (3) (2)
Net (decrease) increase in borrowings (1,750) 1,223 8,027
Redemption of preferred stock (53) (10,711)
-------- ------- -------
Net cash used in financing activities (5,422) (5,365) (2,192)
-------- ------- -------
Net increase in cash 1,367 44 861
Cash, beginning of year 979 935 74
-------- ------- -------
Cash, end of year $ 2,346 $ 979 $ 935
======== ======= =======
</TABLE>
17. REGULATORY
The subsidiary banks are required by law to maintain reserves in cash or
deposits with the Federal Reserve Bank or other banks. At December 31,
1997, the required reserves totaled $10,782,000.
At December 31, 1997 and 1996, securities with carrying values of
$133,088,000 and $104,261,000 were pledged to secure U.S. government
deposits and other public funds and for purposes as required or permitted
by law.
The Company has a policy of collecting amounts from its subsidiaries
sufficient to cover expenses of the Company and to service Company debt.
Such amounts have been received in the form of dividends declared by the
subsidiaries. Payment of dividends is subject to the financial condition of
the subsidiaries and the Company's judgment as to the desirability of
utilizing alternative sources of funds. The payment of dividends by the
subsidiary banks is also subject to various regulatory requirements. At
December 31, 1997, $14,988,000 of the retained
85
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
earnings of the subsidiary banks are available for payment of dividends to
the Company under the various regulatory requirements, without special
approval from the applicable regulators.
The Company is subject to various regulatory capital requirements
administered by the federal banking agencies. Failure to meet minimum
capital requirements can initiate certain mandatory - and possibly
additional discretionary - actions by regulators that, if undertaken, could
have a direct material effect on the Company's financial statements. Under
capital adequacy guidelines and the regulatory framework for prompt
corrective action, the Company must meet specific capital guidelines that
involve quantitative measures of the Company's assets, liabilities, and
certain off-balance sheet items as calculated under regulatory accounting
practices. The Company's capital amounts and classification are also
subject to qualitative judgments by the regulators about components, risk
weightings, and other factors.
Quantitative measures established by regulation to ensure capital adequacy
require the Company maintain minimum amounts and ratios (set forth in the
table below) of total qualifying capital and Tier I capital (as defined in
the regulations) to risk-weighted assets (as defined), and of Tier I
capital (as defined) to average assets (as defined). Management believes,
as of December 31, 1997, that the Company meets all capital adequacy
requirements to which it is subject.
As of December 31, 1997, the most recent notification from the Federal
Reserve Bank categorized the Company as well capitalized under the
regulatory framework for prompt corrective action. To be categorized as
well capitalized the Company must maintain minimum total risk-based, Tier I
risk-based, and Tier I leverage ratios as set forth in the table. There are
no conditions or events since that notification that management believes
have changed the institution's category.
The actual capital amounts and ratios of the Company are presented in the
table below (in thousands):
<TABLE>
<CAPTION>
TO BE WELL
CAPITALIZED UNDER
FOR CAPITAL PROMPT CORRECTIVE
ACTUAL ADEQUACY PURPOSES ACTIVE PROVISIONS
---------------------- ---------------------- ---------------------
AMOUNT RATIO AMOUNT RATIO AMOUNT RATIO
------------ ------- ------------ ------- ----------- -------
<S> <C> <C> <C> <C> <C> <C>
As of December 31, 1997:
Total qualifying capital
(to risk-weighted assets) $ 102,930 10.63% $ 77,431 8.00% $ 96,789 10.00%
Tier I capital
(to risk-weighted assets) $ 90,831 9.38% $ 38,715 4.00% $ 58,073 6.00%
Tier I Capital
(to average assets) $ 90,831 7.58% $ 47,952 4.00% $ 59,941 5.00%
As of December 31, 1996:
Total qualifying capital
(to risk-weighted assets) $ 91,215 11.38% $ 64,123 8.00% $ 80,154 10.00%
Tier I capital
(to risk-weighted assets) $ 82,398 10.28% $ 32,061 4.00% $ 48,092 6.00%
Tier I Capital
(to average assets) $ 82,398 8.13% $ 40,540 4.00% $ 50,675 5.00%
</TABLE>
86
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
The actual capital amounts and ratios of National Bank of Commerce, the
Company's most significant subsidiary, are presented in the table below (in
thousands):
<TABLE>
<CAPTION>
TO BE WELL
CAPITALIZED UNDER
FOR CAPITAL PROMPT CORRECTIVE
ACTUAL ADEQUACY PURPOSES ACTIVE PROVISIONS
---------------------- ---------------------- ---------------------
AMOUNT RATIO AMOUNT RATIO AMOUNT RATIO
------------ ------- ------------ ------- ----------- -------
<S> <C> <C> <C> <C> <C> <C>
As of December 31, 1997:
Total qualifying capital
(to risk-weighted assets) $ 56,949 10.37% $ 43,950 8.00% $ 54,938 10.00%
Tier I capital
(to risk-weighted assets) $ 50,082 9.12% $ 21,975 4.00% $ 32,963 6.00%
Tier I Capital
(to average assets) $ 50,082 7.41% $ 27,042 4.00% $ 33,802 5.00%
As of December 31, 1996:
Total qualifying capital
(to risk-weighted assets) $ 52,182 11.72% $ 35,609 8.00% $ 44,514 10.00%
Tier I capital
(to risk-weighted assets) $ 46,618 10.47% $ 17,805 4.00% $ 24,518 6.00%
Tier I Capital
(to average assets) $ 46,618 8.10% $ 23,012 4.00% $ 28,765 5.00%
</TABLE>
18. RELATED PARTY TRANSACTIONS
In addition to the previously disclosed related party transactions, the
Company received trust fees of approximately $589,000 in 1997 and $488,000
in 1996 from related parties.
19. SUBSEQUENT EVENT
On March 5, 1998, the Company signed a definitive agreement with Public
Bank Bancorporation (Public) pursuant to which Public will be merged into
the Company. Public is a holding company for Public Bank, which operates
through two offices located in Kissimmee and St. Cloud, Florida. Under the
terms of the agreement, Public shareholders will receive a total of 550,000
shares of the Company's stock for each outstanding share of Public stock;
an additional 25,000 shares may be received by Public shareholders if
certain conditions tied to the Company's share price are met. Public had
total assets of approximately $50 million (unaudited) at December 31, 1997
and net income of $843,000 (unaudited) for the year ended December 31,
1997. The merger, which is dependent upon receiving regulatory and
shareholder approval, is anticipated to be accounted for as a pooling of
interests.
87
<PAGE>
EXHIBIT 3.1B
------------
CERTIFICATE OF MERGER
OF
NATIONAL COMMERCE CORPORATION
A DELAWARE CORPORATION
AND
COMMERCE BANKSHARES, INC.
A DELAWARE CORPORATION
INTO
ALABAMA NATIONAL BANCORPORATION
A DELAWARE CORPORATION
=================================
The undersigned Alabama National BanCorporation, a Delaware corporation,
does hereby certify:
FIRST: That the name and state of incorporation of each of the
constituent corporations of the merger are as follows:
<TABLE>
<CAPTION>
NAME STATE OF INCORPORATION
---- ----------------------
<S> <C>
Alabama National BanCorporation Delaware
National Commerce Corporation Delaware
Commerce Bankshares, Inc. Delaware
</TABLE>
SECOND: That an agreement of merger between the parties to the merger has
been approved, adopted, certified, executed and acknowledged by each of the
constituent corporations in accordance with the requirements of subsection (c)
of section 251 of the General Corporation Law of the State of Delaware.
THIRD: That the name of the surviving corporation of the merger is Alabama
National BanCorporation, a Delaware corporation.
FOURTH: That the Certificate of Incorporation of Alabama National
BanCorporation, a Delaware corporation, as amended hereby, shall be the
Certificate of Incorporation of the surviving corporation until thereafter
amended in accordance with applicable law. The Certificate of Incorporation of
Alabama National BanCorporation is hereby amended to increase its authorized
shares and to increase the maximum size of its Board of Directors by deleting
Section FOURTH. A. in its entirety and inserting in lieu thereof as follows:
1
<PAGE>
A. The total number of shares of stock which the corporation shall have
authority to issue is ten million one hundred thousand (10,100,000) shares,
consisting of ten million (10,000,000) shares of common stock, par value
$1.00 per share (the "Common Stock"), and one hundred thousand (100,000)
shares of preferred stock, par value $1.00 per share (the "Preferred
Stock").
and by deleting Section SIXTH. A. in its entirety and inserting in lieu thereof
the following:
A. The number of Directors which shall constitute the whole Board of Directors
shall be as determined from time to time by resolution and adopted by the
affirmative vote of a majority of the Board of Directors, but shall not be
less than three (3) or more than fifteen (15) Directors; provided that the
number of Directors shall not be decreased if such decrease would have the
effect of shortening the term of an incumbent Director.
FIFTH: That the executed agreement of merger is on file at the principal
place of business of the surviving corporation. The address of said principal
place of business is 101 Carnoustie, Shoal Creek, Alabama 35242.
SIXTH: That a copy of the agreement of merger will be furnished, on request
and without cost, to any stockholder of any constituent corporation.
IN WITNESS WHEREOF, the undersigned officers have duly authorized this
Certificate of Merger as of this the 29th day of December, 1995.
Alabama National BanCorporation,
a Delaware corporation,
By: /s/ James A. Taylor
-------------------
Its Chairman of the Board
Attest:
By: /s/ Martha W. Taylor
--------------------
Its Secretary
2
<PAGE>
Exhibit 10.7D
-------------
SECOND AMENDMENT TO CREDIT AGREEMENT
------------------------------------
THIS SECOND AMENDMENT TO CREDIT AGREEMENT ("this Amendment") dated as of
January 19, 1998 but executed on March 6, 1998 is entered into by ALABAMA
NATIONAL BANCORPORATION, a Delaware corporation (the "Borrower") and AMSOUTH
BANK, an Alabama banking corporation (the "Lender").
RECITALS
--------
A. The Borrower and the Lender have entered into a Credit Agreement dated
as of December 29, 1995 as amended by a First Amendment thereto dated as of
January 20, 1997 (as so amended, the "Agreement").
B. The Borrower and the Lender now desire to amend the definitions of
"LIBOR-Based Rate" and "Facility Termination Date" and to make the other changes
set forth in this Amendment.
AGREEMENT
---------
NOW, THEREFORE, in consideration of the recitals and the mutual obligations
and covenants contained herein, the Borrower and the Lender hereby agree as
follows:
1. Capitalized terms used in this Amendment and not otherwise defined
herein have the respective meanings attributed thereto in the Agreement.
2. The defined term "Facility Termination Date" set forth in Article I of
the Agreement is hereby further amended to read, in its entirety, as follows:
"Facility Termination Date" means May 31, 1999, as such date may be
-------------------------
extended from time to time pursuant to Section 2.5 or accelerated pursuant
to Section 7.2.
3. The defined term "LIBOR-Based Rate" set forth in Article I of the
Agreement is hereby further amended to read, in its entirety, as follows:
"LIBOR-Based Rate" means a rate per annum equal to the LIBOR Quote
----------------
plus 75 basis points.
4. Subparagraph (a) of Section 6.14 of the Agreement is hereby amended to
read, in its entirety, as follows:
<PAGE>
"(a) for any purpose other than general working capital; or"
5. The first sentence of Section 8.13 is hereby amended to read, in its
entirety, as follows:
The Lender may from time to time enter into a participation agreement or
agreements with one or more participants pursuant to which each such
participant shall be given a participation in the Obligations and that any
such participant may from time to time similarly grant to one or more
subparticipants subparticipations in the Obligations.
6. Exhibit D to the Credit Agreement shall be amended in its entirety and
---------
replaced with Revised Exhibit D attached hereto and made a part hereof.
-----------------
7. Notwithstanding the execution of this Amendment, all of the
indebtedness evidenced by the Note shall remain in full force and effect, as
modified hereby, and all of the collateral described in the Agreement and the
Credit Documents shall remain subject to the liens, security interests and
assignments of the Agreement and the Credit Documents as security for the
indebtedness evidenced by the Note and all other indebtedness described therein;
and nothing contained in this Amendment shall be construed to constitute a
novation of the indebtedness evidenced by the Note or to release, satisfy,
discharge, terminate or otherwise affect or impair in any manner whatsoever (a)
the validity or enforceability of the indebtedness evidenced by the Note; (b)
the liens, security interests, assignments and conveyances effected by the
Agreement or the Credit Documents, or the priority thereof; (c) the liability of
any maker, endorser, surety, guarantor or other person that may now or hereafter
be liable under or on account of the Note or the Agreement or the Credit
Documents; or (d) any other security or instrument now or hereafter held by the
Lender as security for or as evidence of any of the above-described
indebtedness.
8. All references in the Credit Documents to "Credit Agreement" shall
refer to the Agreement as amended by this Amendment, and as the Agreement may be
further amended from time to time.
9. The Borrower certifies that the organizational documents of the
Borrower have not been amended since February 10, 1997.
10. The Borrower hereby represents and warrants to the Lender that all
representations and warranties contained in the Agreement are true and correct
as of the date hereof (except representations and warranties that are expressly
limited to an earlier date); and the Borrower hereby certifies that no Event of
Default nor any event that, upon notice or lapse of time or both, would
constitute an Event of Default, has occurred and is continuing.
11. Except as hereby amended, the Agreement shall remain in full force and
effect as written. This Amendment may be executed in one or more counterparts,
each of which shall be deemed an original, and all of which when taken together
shall constitute one and the same
2
<PAGE>
instrument. The covenants and agreements contained in this Amendment shall
apply to and inure to the benefit of and be binding upon the parties hereto and
their respective successors and permitted assigns.
12. Nothing contained herein shall be construed as a waiver,
acknowledgment or consent to any breach of or Event of Default under the
Agreement and the Credit Documents not specifically mentioned herein, and the
consents granted herein are effective only in the specific instance and for the
purposes for which given.
13. This Amendment shall be governed by the laws of the State of Alabama.
IN WITNESS WHEREOF, the Borrower and the Lender have caused this Amendment
to be executed and delivered by their duly authorized corporate officers as of
the date set forth below their signature.
ALABAMA NATIONAL BANCORPORATION
By /s/ John H. Holcomb, III
--------------------------------------
Its Chairman and CEO
-----------------------------------
Dated: March 6, 1998
AMSOUTH BANK
By /s/ John M. Kettig
--------------------------------------
Its Senior Vice President
Dated: March 6, 1998
3
<PAGE>
Exhibit 10.12
-------------
EMPLOYMENT AGREEMENT
--------------------
This Employment Agreement (this "Agreement") is effective November 30, 1997
(the "Effective Date"), by and between First American Bank, an Alabama banking
corporation ("Bank"), and Alabama National BanCorporation, a Delaware
corporation ("ANB"; hereinafter together with the Bank collectively referred to
as "Employer"); and Dan M. David ("Executive").
Recitals
--------
WHEREAS, the Bank is a wholly-owned subsidiary of First American Bancorp
("FAB");
WHEREAS, pursuant to that certain Agreement and Plan of Merger dated July 24,
1997 between FAB and ANB (the "Merger Agreement"), the parties have agreed that
FAB shall merge with and into ANB, and the Bank shall become a wholly-owned
subsidiary of ANB; and
WHEREAS, Executive has been and continues to serve as the Chairman and Chief
Executive Officer of the Bank and, as a condition to the consummation of the
transactions provided for in the Merger Agreement, Executive and Employer have
agreed to enter into this Agreement;
Agreement
---------
NOW THEREFORE, in consideration of the mutual recitals and covenants contained
herein, the parties hereby agree as follows:
1. EMPLOYMENT. Employer agrees to employ Executive and Executive agrees to
----------
be employed by Employer, subject to the terms and provisions of this Agreement.
2. TERM. The employment of Executive by Employer as provided in Section 1
----
will be for a period of five (5) years commencing on the Effective Date, unless
earlier terminated in accordance with the provisions of Section 9 hereof;
provided, however, that the obligations and rights set forth in Sections 7, 8
and 9 hereof shall survive termination of this Agreement (except, under certain
specified circumstances set forth in Section 9 (e) hereof, the obligations and
rights set forth in Section 8 shall expire upon termination).
3. DUTIES; EXTENT OF SERVICES. Executive shall perform for Employer all
--------------------------
duties incident to the position of Chairman and Chief Executive Officer of the
Bank, under the direction of the board of directors of Bank or its designee. At
the next meeting of the board of directors of ANB immediately subsequent to the
Effective Time of the Merger, Executive shall be elected to serve as its Vice-
Chairman, and thereafter for the remaining term of this
1
<PAGE>
Agreement, at each annual meeting of the ANB Board, he shall be nominated to
serve as its Vice-Chairman. In addition, Executive shall engage in such other
services for Bank or its affiliated companies as Employer from time to time
shall direct. The precise services of Executive and the title of Executive's
position may be extended, curtailed or modified by Employer from time to time
without affecting the enforceability of the terms of this Agreement. Executive
shall use his best efforts in, and devote his entire time, attention, and
energy, to Employer's business and, except as previously disclosed to Employer,
shall not during the term hereof serve as an officer or director of any business
enterprise other than the Bank, ANB or an Affiliate thereof. Nothing contained
herein is intended to prohibit Executive from spending a reasonable amount of
time managing his personal investments and discharging his civic
responsibilities and other permitted activities as long as such activities do
not interfere with his duties and obligations under this Agreement.
4. COMPENSATION.
------------
(a) During the term of this Agreement, Executive's total annual cash
compensation shall be an amount not less than One Hundred Eighty-Six
Thousand Dollars ($186,000). During the term of this Agreement, Executive
may also receive other cash or non-cash compensation (including without
limitation merit increases or participation in any incentive compensation
plans adopted by Employer) as may be granted by ANB's Board of Directors,
in its sole discretion.
(b) Bank shall continue to provide Executive with an automobile owned or
leased by Bank, which automobile shall be comparable to the present automobile
provided by Bank to Executive.
(c) Executive shall be entitled to vacation days, paid holidays and sick days
as provided in Bank's Personnel Policy.
(d) Currently, Bank maintains a term life insurance policy (the "Policy") on
Executive with a face value of $1,000,000. During the term of this
Agreement, Employer shall continue in force for Executive's benefit the
Policy.
5. COMPLIANCE WITH RULES AND POLICIES. Executive shall comply with all of
----------------------------------
the rules, regulations, and policies of Employer now or hereinafter in effect.
He shall promptly and faithfully do and perform any and all other duties and
responsibilities which he may, from time to time, be directed to do by the board
of directors of Bank or the board of directors of ANB or their respective
designee.
6. REPRESENTATION OF EXECUTIVE. Except as previously disclosed to Employer,
---------------------------
Executive represents to Employer that he is not subject to any rule, regulation
or agreement, including without limitation, any noncompete agreement, that
purports to, or which reasonably could, be expected to limit, restrict or
interfere with Executive's ability to engage in the activities provided for in
this Agreement.
2
<PAGE>
7. DISCLOSURE OF INFORMATION. Executive acknowledges that any documents and
-------------------------
information, whether written or not, that comes into Executive's possession or
knowledge during Executive's course of employment with Employer which is not or
has not become part of the public domain, including, without limitation the
financial and business conditions, goals and operations of customers of Bank,
ANB or any of their respective affiliates or subsidiaries as the same may exist
from time to time (collectively, "Confidential Information"), are valuable,
special and unique assets of Employer's business. Executive will not, during or
after the term of this Agreement, (i) disclose any written Confidential
Information to any person, firm, corporation, association, or other entity not
employed by or affiliated with Employer for any reason or purpose whatsoever, or
(ii) use any written Confidential Information for any reason other than to
further the business of Employer. Executive agrees to return any written
Confidential Information, and all copies thereof, upon the termination of
Executive's employment (whether hereunder or otherwise). In the event of a
breach or threatened breach by Executive of the provisions of this Section 7, in
addition to all other remedies available to Employer, Employer shall be entitled
to an injunction restraining Executive from disclosing any written Confidential
Information or from rendering any services to any person, firm, corporation,
association or other entity to whom any written Confidential Information has
been disclosed or is threatened to be disclosed. Executive further agrees that
he will not divulge to any person, firm, corporation, association, or other
entity not employed by or affiliated with Employer, any of Employer's business
methods, sales, services, or techniques, regardless of whether the same is
written or not.
8. COMPETITION.
-----------
(a) Except as specifically provided otherwise in this Agreement, during the
period of his employment by Employer and for a period of two (2) years after
such employment (whether such employment shall have ended by reason of the
expiration or termination of this Agreement or otherwise), Executive will not,
individually or as an employee, agent, officer, director or shareholder of or
otherwise through any corporation or other business organization, directly or
indirectly, (i) carry on or engage in a similar business or solicit or do
similar business with any customer of Bank or ANB or any of their respective
subsidiaries or affiliates in any territory in which Bank or ANB or any of their
respective subsidiaries or affiliates is conducting business; or (ii) solicit
any employee of Bank or ANB or any of their subsidiaries or affiliates to leave
his or her employment with Bank or ANB or any of their subsidiaries or
affiliates for any reason without the prior written consent of Employer;
provided, however, notwithstanding anything to the contrary contained herein, if
- -------- -------
Executive's employment by Employer is terminated for any reason, this covenant
not to compete is not intended to prohibit Executive from serving as an
employee/officer of certain small loan finance companies in which Executive
currently maintains an ownership interest or any similar companies in which he
may in the future purchase an ownership interest, as long as such small loan
-- ---- --
finance or similar companies are not otherwise engaged in the business of
banking.
(b) Executive represents that his experience and capabilities are such that
the provisions of this Section 8 will not prevent him from earning a livelihood.
3
<PAGE>
(c) If Executive violates the provisions of Section 8(a) above, the period
during which the covenants set forth therein shall apply shall be extended one
(1) day for each day in which a violation of such covenants occurs; and if suit
be brought to enforce such covenants and one or more violations by Executive be
established, then Employer and Bank shall be entitled to an injunction
restraining Executive from further violations for a period of two (2) years from
the date of the final decree, less only such number of days that Executive shall
have not violated such covenants. The purpose of this provision is to prevent
Executive from profiting from his own wrong if he violates such covenants.
9. TERMINATION.
-----------
(a) Employer shall be obligated to comply with all provisions of this
Agreement and may terminate Executive only For Cause. "For Cause" shall mean (i)
abuse of or addiction to intoxicating drugs (including alcohol); (ii) any act on
the part of Executive which constitutes fraud, willful malfeasance of duty or
conduct grossly inappropriate to Executive's office and is demonstrably likely
to lead to material injury to Bank, ANB or a successor or affiliate of Bank or
ANB; (iii) a felony conviction of Executive; or (iv) the suspension or removal
of Executive by federal or state banking regulatory authorities; provided, that
"For Cause" shall not include Executive's medical disability. In addition, the
services of Executive and the obligations of Employer under this Agreement may
be terminated For Cause by Employer due to the death of Executive.
(b) If Employer terminates Executive's employment hereunder "For Cause" prior
to November 30, 2002, all rights and obligations specified in Section 8 shall
survive any such termination and Executive shall not be entitled to any further
compensation from Employer.
(c) If for any reason during the term of this Agreement Executive desires to
cease working for Employer, Executive shall notify Employer of such desire
and Employer may choose, in its sole discretion, one of the following
alternatives:
(i) (A) the employment relationship between Employer and Executive shall
immediately terminate, (B) all rights and obligations specified in Section
8 shall survive any such termination and (C) Executive shall not be
entitled to any further compensation from Employer.
(ii) (A) the employment relationship between Employer and Executive shall
continue for the term of this Agreement, (B) Executive shall continue to
receive the minimum cash compensation provided for in Section 4(a), (C)
Employer shall continue to maintain the Policy described in Section 4(d)
and health insurance comparable to that maintained by Employer on behalf of
Executive prior to such termination through the fifth anniversary of this
Agreement and (D) all rights and obligations specified in Section 8 shall
survive any such termination, which for purposes hereof shall mean that the
noncompete covenant provided for therein shall continue through the seventh
anniversary of the date of this Agreement.
4
<PAGE>
(d) If Employer terminates Executive other than "For Cause", (i) Executive
shall continue to receive the minimum cash compensation provided for in Section
4(a), (ii) Employer shall continue to maintain the Policy described in Section
4(d) and health insurance comparable to that maintained by Employer on behalf of
Executive prior to such termination through the fifth anniversary of this
Agreement, and (iii) all rights and obligations specified in Section 8 shall
survive any such termination, which for purposes hereof shall mean that the
noncompete covenant provided for therein shall continue through the seventh
anniversary of the date of this Agreement.
(e) Notwithstanding anything to the contrary contained herein, upon the
occurrence of a "Change in Control", all rights and obligations specified in
Section 8 (but not Section 4) shall terminate immediately. For purposes of this
Section 9(e), "Change of Control" shall mean the occurrence during the term of
this Agreement of any of the following events: (i) a merger, consolidation or
other corporate reorganization of ANB in which ANB does not survive; (i) a
merger, consolidation or other corporate reorganization of the Bank, in which
the Bank does not survive, excluding any such merger, consolidation or
reorganization involving the Bank in which ANB remains the ultimate parent of
the resulting entity; (iii) the acquisition of beneficial ownership by one
person or a related group of persons of greater than fifty percent (50%) of the
outstanding voting stock or assets of ANB, excluding the existing related group
of stockholders that includes certain of ANB's current officers and directors
and the one family that on the date hereof owns greater than 10% of the voting
stock; or (iv) individuals who currently constitute the directors of ANB, or who
become directors of ANB upon nomination or election by the directors of ANB,
other than through an actual or threatened stockholder election contest, cease
for any reason to constitute a majority of the directors of ANB.
(f) Notwithstanding anything to the contrary contained herein, the noncompete
covenant contained in Section 8 hereof shall not extend beyond the seventh
anniversary of the execution of this Agreement.
(g) The provisions of Section 7 shall survive regardless of any termination
of Executive's employment hereunder, whether voluntary or involuntary.
10. NOTICE. For the purposes of this Agreement, notices and demands shall be
------
deemed given when mailed by United States mail, addressed in the case of Bank to
First American Bank, 251 Johnston Street S.E., Post Office 2203, Decatur,
Alabama 35609-2203, Attention: Chairman of the Board of Directors, with a copy
to ANB at Alabama National BanCorporation, 1927 First Avenue North, Birmingham,
Alabama 35203, Attention: Chief Executive Officer; or in the case of Executive,
to 251 Johnston Street, S.E., Decatur, Alabama 35609-2203.
11. MISCELLANEOUS. No provision of this Agreement may be modified, waived or
-------------
discharged unless such modification, waiver or discharge is agreed to in
writing. The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws
5
<PAGE>
of the State of Alabama. This Agreement supersedes and cancels any prior
employment agreement or understanding entered into between Executive and Bank or
Executive and FAB.
12. VALIDITY. The invalidity of any provision or provisions of this
--------
Agreement shall not affect any other provision of this Agreement, which shall
remain in full force and effect, nor shall the invalidity of a portion of any
provision of this Agreement affect the balance of such provision.
13. DEFAULT.
-------
(a) If Executive breaches or violates any of the covenants, conditions, or
terms of this Agreement on his part to be performed, Employer shall have
the right, without notice to Executive, to obtain a writ of injunction
against him restraining him from violating any such covenant, condition, or
term, such notice being hereby expressly waived by Executive.
(b) Additionally, in the event of any conduct by Executive violating any
provision of this Agreement, Employer shall be entitled, if it so elects,
to institute and prosecute proceedings in any court of competent
jurisdiction, either at law or in equity, to obtain damages for such
conduct, to enforce specific performance of such provision or to obtain any
other relief or any combination of the foregoing that Employer may elect to
pursue.
14. PARTIES. This Agreement shall be binding upon and shall inure to the
-------
benefit of any successors or assigns to Bank or ANB. Executive may not assign
any of his rights or delegate any of his duties or obligations under this
Agreement or any portion hereof.
15. DEFINITIONS. Any capitalized terms not otherwise defined herein shall
-----------
have the meanings ascribed to them in the Merger Agreement.
6
<PAGE>
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
Executive and by a duly authorized officer of each of Bank and ANB as of the
date first above written.
Witnesses: "EXECUTIVE":
/s/ James R. Thompson, III /s/ Dan M. David
- -------------------------- ----------------
Dan M. David
/s/ Alfred E. Cheatham, Jr.
- ---------------------------
"BANK":
Attest: First American Bank
By: /s/ Jon H. Moores By: /s/ Dan M. David
----------------- ----------------
Its: Secretary Its: Chairman of the Board of Directors
[Corporate Seal]
"ANB":
Attest: Alabama National BanCorporation
By: /s/ Kimberly Moore By: /s/ John H. Holcomb, III
------------------ ------------------------
Its: Secretary Its: Chief Executive Officer
[Corporate Seal]
7
<PAGE>
Exhibit 10.13
-------------
FIRST AMERICAN BANCORP STOCK OPTION PLAN
A. Purpose and Scope.
The purposes of this Plan are to encourage stock ownership by key management
employees of the First American Bancorp (the "Company") and its Subsidiaries, to
provide an incentive for those employees to expand and improve the profits and
prosperity of the Company and its Subsidiaries, and to assist the Company and
its Subsidiaries in attracting and retaining key personnel through the grant of
Options to purchase shares of the Company's common stock.
B. Definitions.
Unless otherwise required by the context:
1. "Board" means the Board of Directors of the Company.
2. "Committee" means the Stock Option Plan Committee, which is appointed
by the Board, and which shall be composed of three members of the
Board.
3. "Company" means the First American Bancorp, an Alabama banking
corporation.
4. "Code" means the Internal Revenue Code of 1986, as amended.
5. "Option" means a right to purchase Stock, granted under this Plan.
6. "Option Price" means the purchase price for Stock under an Option, as
determined in Section F below.
7. "Participant" means an employee of the Company, or of any Subsidiary
of the Company, to whom an Option is granted under the Plan.
8. "Plan" means this First American Bancorp Stock Option Plan.
9. "Stock" means the common stock of the Company, par value $0.01.
10. "Subsidiary" means a subsidiary corporation of the Company, defined in
Sections 425(f) and 425(g) of the Code.
11. "Vested" means the nonforfeitable part of an Option awarded to a
Participant.
1
<PAGE>
C. Stock to be Optioned.
Subject to the provisions of Section M of the Plan, the maximum number of shares
of Stock that may be optioned or sold under the Plan is 50,000 shares. Those
shares may be treasury, or authorized, but unissued, shares of Stock of the
Company.
D. Administration
The Plan shall be administered by the Committee. Two members of the Committee
shall constitute a quorum for the transaction of the business. The Committee
shall be responsible to the Board for the operation of the Plan, and shall make
recommendations to the Board for participation in the Plan by employees of the
Company and its Subsidiaries, and for the extend of that participation. The
interpretation and construction of any provision of the Plan by the Committee
shall be final, unless otherwise determined by the Board. No member of the
Board or the Committee shall be liable for any action or determination made by
him in good faith.
E. Eligibility
The Board, upon recommendation of the Committee, may grant Options to any key
management employee (including an employee who is a director or an officer) of
the Company or its Subsidiaries. Options may be awarded by the Board at any
time and from time to time to new Participants, or to then Participants, or to a
greater or lesser number of Participants, and may include or exclude previous
Participants, as the Board, upon recommendation by the Committee shall
determine. Options granted at different times need not contain similar
provisions.
F. Option Price.
The purchase price for Stock under each Option shall be 100 percent of the fair
market value of the Stock at the time the Option is granted, but in no event
less than the book value of the Stock.
G. Terms and Conditions of Options.
Options granted under the Plan shall be authorized by the Board and shall be
evidenced by agreements in the form as the Board, upon recommendation of the
Committee, approves. Those agreements shall comply with and be subject to the
following terms and conditions:
1. Employment Agreement.
The Board may, in its discretion, include in any Option granted under the
Plan a condition that the Participant shall agree to remain in the employ
of, and to render services to, the Company or any of its Subsidiaries for
a period of time (specified in the agreement) following the date the
Option is granted. No such
2
<PAGE>
agreement shall impose upon the Company or any of its Subsidiaries,
however, any obligation to employ the Participant for any period of time.
2. Time and Method of Payment
The Option Price shall be paid in full in cash at the time an Option is
exercised under the Plan. Otherwise, an exercise of any Option granted
under the Plan shall be invalid and of no effect. Promptly after the
exercise of an Option and the payment of the full Option Price, the
Participant shall be entitled to the issuance of a stock certificate
evidencing his ownership of such Stock. Subject to the provisions of
Paragraph L, below, a Participant shall have none of the rights of a
shareholder until shares are issued to him.
3. Number of Shares.
Each Option shall state the total number of shares of Stock subject to the
option.
4. Option Period and Limitations on Exercise of Options.
The Board may, in its discretion, provide that an Option may not be
exercised in whole or in part for any period of periods of time specified
in the Option agreement. Except as provided in the Option agreement, an
Option may be exercised in whole or in part at any time during its term.
No Option may be exercised after the expiration of ten (10) years from the
date it is granted. No Option may be exercised for a fractional share of
Stock.
H. Termination of Employment
Except as provided in Section I below (concerning the effect of a Participant's
death) or except as provided in a Stock Option Agreement Vesting Schedule with a
designated Participant, if a Participant ceases to be employed by the Company or
any of its Subsidiaries, his Options shall terminate immediately; provided,
---------
however, that if a Participant's cessation of employment with the Company and
- --------
its Subsidiaries is due to his retirement with the consent of the Company or any
of its Subsidiaries, the Participant may, at any time within three months after
such cessation of employment, exercise his Options to the extent that he was
entitled to exercise them on the date of cessation of employment, but in no
event shall any Option be exercisable more than fifteen (15) years from the date
it was granted. Except as provided in a Stock Option Agreement Vesting Schedule
with a designated Participant, the Committee may cancel an Option during the
three month period referred to in this paragraph, if the Participant engages in
employment for activities contrary, in the option of the Committee, to the best
interests of the Company or any of its Subsidiaries. The Committee shall
determine in each case whether a termination of employment shall be considered a
retirement with the consent of the Company or a Subsidiary, and, subject to
applicable law, whether a leave of absence shall constitute a termination of
3
<PAGE>
employment. Any such determination of the Committee shall be final and
conclusive, unless overruled by the Board.
I. Rights in Event of Death.
If a Participant dies while employed by the Company or any of its Subsidiaries,
or within three months after having retired with the consent of the Company or
any of its Subsidiaries, and without having fully exercised his Options, the
executors or administrators, or legatees or heirs, of his estate shall have the
right to exercise such Options to the extent that such deceased Participant was
entitled to exercise the Options on the date of his death; provided, however,
------------------
that in no event shall the Options be exercisable more than fifteen years from
the date they were granted.
J. No Obligations to Exercise Option.
The grant of an Option shall impose no obligation on the Participant to exercise
that Option.
K. Nonassignability.
Options shall not be transferable other than by will or by the laws of descent
and distribution, and during a Participant's lifetime shall be exercisable only
by the Participant.
L. Effect of Change in Stock Subject to the Plan.
The aggregate number of shares of Stock available for Options under the Plan,
the shares subject to any Option, and the price per share shall all be
proportionately adjusted for any increase or decrease in the number of issued
shares of Stock subsequent to the effective date of the Plan resulting from (a)
a subdivision or consolidation of shares or any other capital adjustment, (b)
the payment of a stock dividend, or (c) other increase or decrease in the shares
effected without receipt of consideration by the Company. If the Company is the
surviving corporation in a merger or consolidation, any Option shall apply to
the securities to which a holder of the number of shares of Stock subject to the
Option would have been entitled after the merger or consolidation. If the
Company is dissolved or liquidated or is not the surviving corporation to a
merger or consolidation, all Options outstanding under the Plan shall terminate;
provided, however, that each Participant (and each other person as determined
- ------------------
under Section I) shall have the right, immediately prior to a dissolution or
liquidation, or such merger or consolidation, to exercise his or her Options in
whole or in part, but only to the extent that those Options are otherwise
exercisable under the terms of the Plan. A change in control transaction or
series of transactions which results in at least fifty-one (51) percent of the
Company's shares or assets being owned by a person, firm, or corporation other
than the owner before the change and during the prior six (6) month period shall
be treated as a merger in which the Company is not the surviving corporation.
4
<PAGE>
M. Amendment and Termination.
The Board, by resolution, may terminate, amend, or revise the Plan for any
shares as to which Options have not been granted. Neither the Board nor the
Committee may, without the consent of the holder of an Option, alter or impair
any Option previously granted under the Plan, except as authorized herein.
Unless sooner terminated, the Plan shall remain in effect for a period of
fifteen years from the date of the Plan's adoption by the Board. Termination of
the Plan shall not affect any Option previously granted.
N. Agreement and Representation of Employees.
As a condition to the exercise of any portion of an Option the Company may
require the person exercising such Option to represent and warrant at the time
of such exercise that any shares of Stock acquired at exercise are being
acquired only for investment and without any present intention to sell or
distribute those shares, if, in the opinion of counsel for the Company, that
representation is required under the Securities Act of 1933 or any other
applicable law, regulation, or rule of any governmental agency.
O. Reservation of Shares of Stock.
The Company, during the term of this Plan, will at all times reserve and keep
available, and will seek or obtain from any regulatory body having jurisdiction
any requisite authority necessary to issue and to sell, the number of shares of
Stock that shall be sufficient to satisfy the requirements of this Plan. The
inability of the Company to obtain from any regulatory body having jurisdiction
the authority deemed necessary by counsel for the Company for the lawful
issuance and sale of its Stock hereunder shall relieve the Company of any
liability in respect of the failure to issue or sell Stock as to which the
requisite authority has not been obtained.
P. Effective Date of Plan.
The Plan shall be effective from the date on which the Plan is approved by the
Board, which date is October 20, 1992.
5
<PAGE>
Exhibit 10.14
-------------
FIRST AMERICAN BANCORP
1994 STOCK OPTION PLAN
A. PURPOSE AND SCOPE.
The purposes of this Plan are to encourage stock ownership by key management
employees of First American Bancorp (the "Company") and its Subsidiaries, to
provide an incentive for those employees to expand and improve the profits and
prosperity of the Company and its Subsidiaries, and to assist the Company and
its Subsidiaries in attracting and retaining key personnel through the grant of
Options to purchase shares of the Company's common stock.
B. DEFINITIONS.
Unless otherwise required by the context:
1. "Board" means the Board of Directors of the Company.
2. "Committee" means the Stock Option Plan Committee, which is appointed by
the Board, and which shall be composed of three members of the Board. No
member of the Committee shall be eligible to receive awards under the
Plan while serving on the Committee, and no member of the Committee
shall have been eligible to receive awards for one year prior to
serving on the Committee.
3. "Company" means the First American Bancorp, an Alabama corporation.
4. "Code" means the Internal Revenue Code of 1986, as amended.
5. "Fair Market Value" shall mean the fair market value of a share of
Stock as determined in good faith by the Board, using such methodology
as it in its sole discretion may deem appropriate, or, if at any time
the Stock is publicly traded on any exchange or in the over-the-counter
market, the average of the closing bid and asked prices for the date of
determination.
6. "Option" means a right to purchase Stock, granted under this Plan.
7. "Option Price" means the purchase price for Stock subject to an
Option, as determined in Section G below.
8. "Participant" means an employee of the Company or of any Subsidiary of
the Company to whom an Option is granted under the Plan.
9. "Plan" means this First American Bancorp 1994 Stock Option Plan.
1
<PAGE>
10. "Stock" means the common stock of the Company, par value $0.01 per
share.
11. "Subsidiary" means a subsidiary corporation of the Company, as defined
in Sections 425(f) and 425(g) of the Code.
12. "Ten Percent Shareholder" means any individual who, immediately prior
to the time an Option is granted pursuant to this Plan, directly or
indirectly owns Stock possessing more than 10 percent of the total
combined voting power of all classes of stock of the Company, or of any
parent or subsidiary corporation. For purposes of this Plan, an
individual shall be treated as owning indirectly any Stock which is
owned by such individual's brothers and sisters (whether by the whole or
half blood), spouse, ancestors and lineal descendants, and stock owned
directly or indirectly, by or for a corporation, partnership, trust or
estate shall be considered as being owned proportionately by or for its
shareholders, partners, or beneficiaries. Stock available for purchase
pursuant to an outstanding option, however, shall not be treated as
owned for purposes of this paragraph.
13. "Vested" means the nonforfeitable part of an Option awarded to a
Participant.
C. STOCK TO BE OPTIONED.
1. Number. Subject to the provisions of Section M of the Plan, the maximum
------
number of shares of Stock that may be optioned or sold under the Plan is 50,000
shares. Those shares may be treasury shares or authorized but unissued shares
of Stock of the Company.
2. Unused Stock. In the event any shares of Stock that are subject to an
------------
Option, which, for any reason, expires, terminates or, with the consent of the
Participant, is cancelled as to such shares, such Stock may again be made
subject to Options awarded pursuant to the Plan.
D. ADMINISTRATION.
1. Administration and Interpretation. The Plan shall be administered and
---------------------------------
interpreted by the Committee. Two members of the Committee shall constitute a
quorum for the transaction of business. The Committee shall have the authority
to adopt, alter and repeal such administrative rules, guidelines and practices
governing the Plan and perform all acts, including the delegation of its
administrative responsibilities, as it shall, from time to time, deem advisable;
to construe and interpret the terms and provisions of the Plan and any Option
issued under the Plan (and any notices or agreements relating thereto); and to
otherwise supervise the administration of the Plan. The Committee may correct
any defect, supply any omission or reconcile any inconsistency in the Plan or in
any notice of an Option or any agreement relating thereto in the manner and to
the extent it shall deem necessary to carry the Plan into effect. Any decision,
interpretation or other action made or taken in good faith by or at the
direction of the Committee arising out of or in connection with the Plan shall
be within its absolute discretion
2
<PAGE>
and shall be final, binding and conclusive on the Company and all employees and
Participants and their respective beneficiaries, heirs, executors,
administrators, successors and assigns, unless otherwise determined by the
Board.
Neither the Board, the Committee, nor any member thereof shall be liable for
any act, omission, interpretation, construction or determination made in
connection with the Plan in good faith, and the members of the Committee or the
Board may be entitled to indemnification and reimbursement by the Company in
respect of any claim, loss, damage or expense (including attorney's fees)
arising therefrom to the full extent permitted by law and under any directors'
and officers' liability insurance that may be in effect from time to time, in
all events as a majority of the Board then in office may determine from time to
time, as evidenced by a written resolution thereof. In addition, no member of
the Board or the Committee and no employee of the Company shall be liable for
any act or failure to act hereunder, by any other member or other employee or by
any agent to whom duties in connection with the administration of this Plan have
been delegated or, for any act or failure to act by such member or employee, in
all events except in circumstances involving such member's or employee's bad
faith, gross negligence, intentional fraud or violation of a statute.
2. Awards. The Committee shall have the authority:
------
(a) to select the officers and employees to whom Options may from time to
time be granted hereunder;
(b) to determine the number of shares of Stock to be covered by each
Option granted hereunder;
(c) to determine the terms and conditions, not inconsistent with the terms
of this Plan, of any Option granted hereunder (including, but not limited to,
any restriction or limitation on exercise or transfer, any vesting schedule or
acceleration thereof, or any forfeiture provisions or waiver thereof, regarding
any Option and the shares of Stock relating thereto, based on such factors as
the Committee shall determine, in its sole discretion); and
(d) to modify or waive any restrictions or limitations contained in, and
grant extensions to or accelerate the vesting of, any outstanding Options as
long as such modifications, waivers, extensions or accelerations are consistent
with the terms of this Plan; but no such changes shall impair the rights of any
Participant without his or her consent.
An Option under the Plan shall be evidenced by written agreement between the
Company and the Participant to whom the Option is granted and no such Option
shall be valid until so evidenced.
3
<PAGE>
E. ELIGIBILITY.
The Committee may grant Options to any key management employee (including an
employee who is a director or an officer) of the Company or its Subsidiaries.
Options may be awarded by the Committee at any time and from time to time to new
Participants, or to then Participants, or to a greater or lesser number of
Participants, and may include or exclude previous Participants as the Committee
shall determine. Options granted at different times need not contain similar
provisions.
F. GRANT OF OPTIONS.
Options granted under this Plan shall be of one of two types: (i) an
"incentive stock option" within the meaning of Section 422 of the Code (or any
successor provision) or (ii) a non-qualified stock option. The Committee shall
have the authority to grant to any Participant one or more incentive stock
options, non-qualified stock options, or both types of stock options (in each
case with or without stock appreciation rights). No incentive stock options may
be awarded after the tenth anniversary of the date this Plan is adopted by the
Board. With respect to Options granted under this Plan, if the Fair Market
Value (determined at the date of grant) of Stock with respect to which incentive
stock options may become exercisable for the first time in any calendar year by
any Participant is greater than $100,000, then any such stock options in excess
of such amount, if any, shall constitute non-qualified stock options and shall
not be incentive stock options.
G. OPTION PRICE.
The exercise price per share of Stock purchasable under an Option shall be
determined by the Board at the time of grant, provided that no incentive stock
option shall have an exercise price less than 100% of the Fair Market Value of
the Stock on the date such stock option is granted, and, provided further, that
no incentive stock option which is granted to a Ten Percent Shareholder shall
have an exercise price that is less than 110% of the Fair Market Value of the
Stock on the date such incentive stock option is granted.
H. TERMS AND CONDITIONS OF OPTIONS.
Options granted under the Plan shall be authorized by the Committee and shall
be evidenced by agreement in the form as the Committee approves. Those
agreements shall comply with and be subject to the following terms and
conditions:
1. Employment Agreement. The Board may, in its discretion, include in any
--------------------
Option granted under the Plan a condition that the Participant shall agree to
remain in the employ of, and to render services to, the Company or any of its
Subsidiaries for a period of time (specified in the agreement) following the
date the Option is granted. No such agreement shall impose upon the Company or
any of its Subsidiaries, however, any obligation to employ the Participant for
any period of time.
4
<PAGE>
2. Time and Method of Payment. An Option may be exercised (i) by giving
--------------------------
written notice to the Company specifying the number of whole shares of Stock to
be purchased with the purchase price therefor to be payable in full either (A)
in cash, (B) in previously owned whole shares of Stock (for which the holder of
the Option has good title free and clear of all liens and encumbrances) with
their Fair Market Value determined as of the date of exercise, (C) with respect
to non-qualified stock options, by authorizing the Company to retain whole
shares of Stock which would otherwise be issuable upon exercise of the Option
with their Fair Market Value determined as of the date of exercise, or (D) a
combination of (A), (B) and (C), in each case to the extent determined by the
Board, and (ii) by executing such documents as the Company may reasonably
request. No shares of Stock shall be issued until the full purchase price has
been paid.
3. Number of Shares. Each Option shall state the total number of shares of
----------------
Stock subject to the Option.
4. Option Period and Limitations on Exercise of Options. The Board may, in
----------------------------------------------------
its discretion, provide that an Option may not be exercised in whole or in part
for any period or periods of time specified in the Option agreement. Except as
provided in the Option agreement, an Option may be exercised in whole or in part
at any time during its term. No Option may be exercised after the expiration of
ten (10) years from the date it is granted, and no Option designated as an
incentive stock option which is granted to a Ten Percent Shareholder shall be
exercisable more than five (5) years after the date the option is granted. No
Option may be exercised for a fractional share of Stock.
I. TERMINATION OF EMPLOYMENT.
Except as provided in Section J below (concerning the effect of a
Participant's death) or except as provided in a vesting schedule set forth in a
stock option agreement with a designated Participant, if a Participant ceases to
be employed by the Company or any of its Subsidiaries, his or her Options shall
terminate immediately; provided, however, that if a Participant's cessation of
-------- -------
employment with the Company and its Subsidiaries is due to his or her retirement
with the consent of the Company or any of its Subsidiaries, the Participant may,
at any time within three months after such cessation of employment, exercise his
or her Options to the extent that he or she was entitled to exercise them on the
date of cessation of employment, but in no event shall any Option be exercisable
for more than ten (10) years from the date it was granted. Except as provided in
the stock option agreement with a designated Participant, the Committee may
cancel an Option during the three month period referred to in this paragraph, if
the Participant engages in employment or other activities which are contrary, in
the opinion of the Committee, to the best interests of the Company or any of its
Subsidiaries. The Committee shall determine in each case whether a termination
of employment shall be considered a retirement with the consent of the Company
or a Subsidiary, and, subject to applicable law, whether a leave of absence
shall constitute a termination of employment. Any such determination of the
Committee shall be final and conclusive, unless overruled by the Board.
5
<PAGE>
J. RIGHTS IN EVENT OF DEATH.
If a Participant dies while employed by the Company or any of its
Subsidiaries, or within three months after having retired with the consent of
the Company or any of its Subsidiaries, and without having fully exercised his
or her Options, the executors or administrators, or legatees or heirs, of his or
her estate shall have the right to exercise such Options to the extent that such
deceased Participant was entitled to exercise the Options on the date of his or
her death; provided, however, that in no event shall the Options be exercisable
------------------
more than ten (10) years from the date they were granted.
K. NO OBLIGATIONS TO EXERCISE OPTION.
The grant of an Option shall impose no obligation on the Participant to
exercise that Option.
L. NONASSIGNABILITY.
Options shall not be transferable other than by will or by the laws of descent
and distribution, and during a Participant's lifetime shall be exercisable only
by the Participant. All Options may be exercised or settled during the
Participant's lifetime, only by the Participant or his or her guardian,
conservator or other legal representative. Options or other benefits payable
under this Plan shall not in any manner be subject to the debts, contracts,
liabilities, engagements or torts of any person who shall be entitled to such
benefit, nor shall it be subject to attachment or legal process for or against
such person.
M. EFFECT OF CHANGE IN STOCK SUBJECT TO THE PLAN.
The aggregate number of shares of Stock available for Options under the Plan,
the shares subject to any Option, and the price per share shall all be
proportionately adjusted for any increase or decrease in the number of issued
shares of Stock subsequent to the effective date of the Plan resulting from (1)
a subdivision or consolidation of shares or any other capital adjustment, (2)
the payment of a stock dividend, or (3) other increase or decrease in the shares
effected without receipt of consideration by the Company. If the Company is the
surviving corporation in a merger or consolidation, any Option shall apply to
the securities to which a holder of the number of shares of Stock subject to the
Option would have been entitled after the merger or consolidation. If the
Company is dissolved or liquidated or is not the surviving corporation to a
merger or consolidation, all Options outstanding under the Plan shall terminate;
provided, however, that each Participant (and each other person as determined
- ------------------
under Section J) shall have the right, immediately prior to a dissolution or
liquidation, or such merger or consolidation, to exercise his or her Options in
whole or in part, but only to the extent that those Options are otherwise
exercisable under the terms of the Plan. A change in control transaction or
series of being owned by a person, firm, or corporation other than the owner
before the change and during the prior six (6) month period shall be treated as
a merger in which the Company is not the surviving corporation.
6
<PAGE>
N. AMENDMENT AND TERMINATION.
The Board, by resolution, may terminate, amend, or revise the Plan for any
shares as to which Options have not been granted. Neither the Board nor the
Committee may, without the consent of the holder of an Option, alter or impair
any Option previously granted under the Plan, except as authorized herein.
Unless sooner terminated, the Plan shall remain in effect for a period of ten
(10) years from the date of the Plan's adoption by the Board. Termination of
the Plan shall not affect any Option previously granted.
O. AGREEMENT AND REPRESENTATION OF EMPLOYEES.
As a condition to the exercise of any portion of an Option, the Company may
require the person exercising such Option to represent and warrant at the time
of such exercise that any shares of Stock acquired at exercise are being
acquired only for investment and without any present intention to sell or
distribute those shares, if, in the opinion of counsel for the Company, that
representation is required under the Securities Act of 1933 or any other
applicable law, regulation, or rule of any governmental agency.
P. RESERVATION OF SHARES OF STOCK.
The Company, during the term of this Plan, will at all times reserve and keep
available, and will seek or obtain from any regulatory body having jurisdiction
any requisite authority necessary to issue and to sell, the number of shares of
Stock that shall be sufficient to satisfy the requirements of this Plan. The
inability of the Company to obtain from any regulatory body having jurisdiction
the authority deemed necessary by counsel for the Company for the lawful
issuance and sale of its Stock hereunder shall relieve the Company of any
liability in respect of the failure to issue or sell Stock as to which the
requisite authority has not been obtained.
Q. GENERAL PROVISIONS.
1. Unfunded Status of Plan. This Plan is intended to be unfunded. With
-----------------------
respect to any payments as to which a Participant has a fixed and vested
interest but which are not yet made to a Participant by the Company, nothing
contained herein shall give any such Participant any rights that are greater
than those of a general creditor of the Company.
2. No Right to Employment. Neither this Plan nor the grant of any Option
----------------------
hereunder shall give any Participant or other employee any right with respect to
continuance of employment by the Company or any Subsidiary, nor shall they be a
limitation in any way on the right of the Company or any Subsidiary by which an
employee is employed to terminate his or her employment at any time.
3. Use of Proceeds. The proceeds received by the Company from the sale of
---------------
Stock pursuant to the sale or exercise of Options under the Plan shall be added
to the Company's general funds and used for general corporate purposes.
7
<PAGE>
4. Other Plans. In no event shall the value of, or income arising from, any
-----------
Options under this Plan be treated as compensation for purposes of any pension,
profit sharing, life insurance, disability or any other retirement or welfare
benefit plan now maintained or hereafter adopted by the Company or any
Subsidiary, unless such plan specifically provides to the contrary.
5. No Restriction on Right of Company to Effect Corporate Changes. Nothing
--------------------------------------------------------------
in the Plan shall affect the right or power of the Company or its shareholders
to make or authorize any or all adjustments, recapitalizations, reorganizations
or other changes in the Company's capital structure or its business, or any
merger or consolidation of the Company, or any issue of stock or of options,
warrants or rights to purchase stock or of bonds, debentures, preferred or prior
preference stocks whose rights are superior to or affect the Stock or the rights
thereof or which are convertible into or exchangeable for Stock, or the
dissolution or liquidation of the Company, or any sale or transfer of all or any
part of its assets or business, or any other corporate act or proceeding,
whether of a similar character or otherwise.
6. Withholding of Taxes. As a condition to the granting of any Option, the
--------------------
vesting of any Option or the lapse of any restrictions pertaining thereto, the
Company may, in the discretion of the Board, require the Participant to pay such
sum to the Company as may be necessary to discharge the Company's obligations
with respect to any taxes, assessments or other governmental charges imposed on
property or income received by a Participant pursuant to the Plan. In the
discretion of the Board, such payment may be in the form of cash or other
property. In the discretion of the Board, the Company may (i) make available
for delivery a lesser number of shares, in satisfaction of such taxes,
assessments or other governmental charges, (ii) deduct or withhold from any
payment or distribution to a Participant whether or not pursuant to the Plan, or
(iii) offer loans to Participants to satisfy withholding requirements on such
terms as the Board may determine.
7. Shareholder Rights. A Participant shall have no rights as a shareholder
------------------
with respect to any shares issued or issuable with respect to an Option until a
certificate or certificates evidencing such shares shall have been issued to or
for the benefit of such Participant, and no adjustment shall be made for
dividends or distributions or other rights in respect of any share for which the
record date is prior to the date upon which the Participant shall become the
holder of record thereof.
8. Governing Law. This Plan and actions taken in connection herewith shall
-------------
be governed and construed in accordance with the laws of the State of Alabama
(without regard to applicable Alabama principles of conflict of laws).
8
<PAGE>
Exhibit 10.15
-------------
FIRST AMERICAN BANCORP
NON-QUALIFIED STOCK OPTION AGREEMENT
This Agreement is made between First American Bancorp (the "Company") and
Dan M. David (the "Optionee").
W I T N E S S E T H:
1. GRANT OF OPTION. The Company hereby grants to the Optionee, subject to
the terms and conditions set forth in this Agreement, the right and option (the
"Option") to purchase from the Company all or any part of an aggregate of 20,000
shares of common stock ($.01 par value) of the Company (the "Stock") at the
purchase price of $14.00 per share. The Option shall not be treated as an
incentive stock option as defined in Section 422 of the Internal Revenue Code of
1986, as amended.
2. TERMS AND CONDITIONS. It is understood and agreed that the Option
evidenced hereby is subject to the following terms and conditions:
(a) Expiration Date. The Option shall expire ten (10) years after the
---------------
effective date hereof (the "Expiration Date"). After the Expiration Date,
the parties shall have no further rights or obligations hereunder.
(b) Exercise of Option. Subject to the terms and conditions of this
------------------
Agreement regarding the exercisability of the Option, the Option may be
exercised in whole or in part in accordance with the following vesting schedule:
<TABLE>
<CAPTION>
The Option shall be
Exercisable With Respect
On or After to the Following Cumulative
This Date Number of Shares
------------ ---------------------------
<S> <C>
March 7, 1997 2,000
March 7, 1998 2,000
March 7, 1999 2,000
March 7, 2000 2,000
March 7, 2001 2,000
March 7, 2002 2,000
March 7, 2003 2,000
March 7, 2004 2,000
March 7, 2005 2,000
March 7, 2006 2,000
</TABLE>
1
<PAGE>
Any exercise shall be accompanied by a written notice to the Company
specifying the number of shares purchased. Notation of any partial exercise
shall be made by the Company on Schedule 1 hereto.
(c) Payment of Purchase Price Upon Exercise. At the time of any
---------------------------------------
exercise, the purchase price of the shares as to which the Option shall be
exercised shall be paid in full to the Company in cash.
(d) Termination of Employment. Except as provided in Section 2(f)
-------------------------
below (concerning the effect of Optionee's death), if Optionee ceases to be
employed by the Company or any of its subsidiaries as defined in Section 424(f)
or Section 424(g) of the Internal Revenue Code of 1986, as amended (the
"Subsidiaries"), the Option shall terminate immediately; provided, however, that
if Optionee's cessation of employment with the Company and its Subsidiaries is
due to his retirement with the consent of the Company or any of its
Subsidiaries, the Optionee may, at any time within three months after such
cessation of employment, exercise the Option to the extent that he was entitled
to exercise the Option on the date of cessation of employment, but in no event
shall the Option be exercisable for more than ten (10) years from the effective
date hereof. Except as otherwise provided in this Agreement, the Board of
Directors or the Committee may cancel the Option during the three month period
referred to in this paragraph, if the Optionee engages in employment or other
activities which are contrary, in the opinion of the Board or the Committee, to
the best interests of the Company or any of its Subsidiaries. The Board or the
Committee shall determine in each case whether a termination of employment shall
be considered a retirement with the consent of the Company or a Subsidiary, and,
subject to applicable law, whether a leave of absence shall constitute a
termination of employment. Any such determination of the Board or the Committee
shall be final and conclusive.
(e) Exercise Upon Death. If the Optionee dies while employed by the
-------------------
Company or any of its Subsidiaries, or within three months after having retired
with the consent of the Company or any of its Subsidiaries, and without having
fully exercised the Option, the executors or administrators, or legatees or
heirs, of his estate shall have the right to exercise the Option to the extent
that such deceased Optionee was entitled to exercise the Option on the date of
his death; provided, however, that in no event shall the Option be exercisable
more than ten (10) years from the effective date hereof.
(f) Non-Transferability. The Option shall not be transferable other
-------------------
than by will or by the laws of descent and distribution. During the lifetime of
Optionee, the Option shall be exercisable only by the Optionee or Optionee's
guardian or authorized representative.
(g) No Rights as Shareholder. Optionee shall have no rights as a
------------------------
shareholder with respect to any shares of Stock subject to the Option prior
to the date of issuance to him of a certificate or certificates for such
shares.
2
<PAGE>
(h) No Right to Continued Employment. The Option shall not confer
--------------------------------
upon Optionee any right with respect to continuance of employment with
the Company or any subsidiary or affiliate thereof, nor shall it
interfere in any way with the right of Optionee's employer to
terminate Optionee's employment at any time.
(i) Compliance with Laws and Regulations. The Option and the
------------------------------------
obligation of the Company to sell and deliver shares hereunder shall be subject
to all applicable federal and state laws, rules and regulations and to such
approvals by any government or regulatory agency as may be required. Moreover,
the Option may not be exercised if such exercise, or the receipt of shares of
Stock pursuant thereto, would be contrary to applicable law. By accepting this
Option, the Optionee represents and agrees for himself or herself and his or her
transferees by will or the laws of descent and distribution that, unless a
registration statement under the Securities Act of 1933 is in effect as to
shares purchased upon any exercise of this Option, (i) any and all shares so
purchased shall be acquired for his or her personal account and not with a view
to or for sale in connection with any distribution, and (ii) each notice of the
exercise of any portion of this Option shall be accompanied by a representation
and warranty in writing, signed by the person entitled to exercise the same,
that the shares are being so acquired in good faith for his personal account and
not with a view to or for sale in connection with any distribution.
3. STOCK CERTIFICATES. Each certificate for shares of Stock issued upon
exercise of this Option will bear an appropriate legend with respect to the
restrictions on transfer, sale or pledge of such Stock and will require, among
other things, before any transfer of shares is permitted by the Company that the
Company receive an opinion of counsel, in form and from counsel satisfactory to
the Company and its counsel, to the effect that such transfer, sale or pledge
has been registered under all applicable federal and state securities laws or
that an exemption therefrom is available with respect to such proposed transfer,
sale or pledge.
4. CHANGE IN STOCK. The aggregate number of shares subject to the Option,
and the price per share shall all be proportionately adjusted for any increase
or decrease in the number of issued shares of Stock subsequent to the effective
date of this Agreement resulting from (1) a subdivision or consolidation of
shares or any other capital adjustment, (2) the payment of a stock dividend, or
(3) other increase or decrease in the shares effected without receipt of
consideration by the Company.
5. MERGER OF CHANGE IN CONTROL. If there is a merger or a change in control
transaction or series of transactions, then the shares subject to the Option
which are not vested, as set forth in Section 2(b) above, shall become vested
and may be exercised; provided, however, in no event shall an Option be
exercised more than ten (10) years from the date it was granted. For the
purposes of this Agreement, "change in control" shall mean the acquisition of
the power to direct, or cause the direction of, the management and policies of
the Company by any person or entity or any group thereof not previously
possessing such power, acting alone or in conjunction with others, whether
through the ownership of Stock, by contract or otherwise.
3
<PAGE>
6. PAYMENT OF TAXES. Optionee shall, no later than the date as of which the
value of any portion of the Option first becomes includable in the Optionee's
gross income for federal income tax purposes, pay to the Company, or make other
arrangements satisfactory to the Board regarding payment of, any federal, state,
local or FICA taxes of any kind required by law to be withheld with respect to
the Option. The obligations of the Company under the Option shall be
conditioned on such payment or arrangements, and the Company, where applicable,
and its subsidiaries and affiliates shall, to the extent permitted by law, have
the right to deduct such taxes from the payment of any kind otherwise due to the
Optionee.
7. NOTICES. Any notice hereunder to the Company shall be in writing and
addressed to the President of the Company, 251 Johnston Street, S.E., Decatur,
Alabama 35601, subject to the right of the Company to designate at any time
hereafter in writing some other address.
8. COUNTERPARTS. This Agreement has been executed in two counterparts each
of which shall constitute one and the same instrument.
9. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Alabama (without regard to applicable
Alabama principles of conflicts of laws).
10. EFFECTIVE DATE. The Option is granted effective as of March 7,1997.
FIRST AMERICAN BANCORP
By:/s/ Jon H. Moores
-----------------
Jon H. Moores
Its: Secretary
OPTIONEE
/s/ Dan M. David
----------------
Dan M. David
4
<PAGE>
SCHEDULE 1
NOTATIONS AS TO PARTIAL EXERCISE
<TABLE>
<CAPTION>
Number of Balance
Date of Purchased of Shares Authorized Notation
Exercise Shares on Option Signature Date
- ----------- ----------- --------- ---------- --------
<S> <C> <C> <C> <C>
</TABLE>
5
<PAGE>
Exhibit 21
----------
SUBSIDIARIES OF ANB
Name of Subsidiary State of Organization
National Bank of Commerce of Birmingham....... National Bank
NBC Securities, Inc...................... Alabama
Bank of Dadeville............................. Alabama
Ashland Insurance, Inc................... Alabama
Alabama Exchange Bank......................... Alabama
Tuskegee Loan Company, Inc............... Alabama
First Gulf Bank............................... Alabama
First Citizens Bank, National Association..... National Bank
Clay County Finance Company, Inc......... Alabama
First American Bank........................... Alabama
Corporate Billing, Inc................... Alabama
First Allegiance Mortgage, Inc........... Alabama
Citizens and Peoples Bank, N.A................ National Bank
<PAGE>
EXHIBIT 23.1
------------
Consent of Ernst & Young LLP
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-07951) pertaining to the Alabama National BanCorporation 1994 Stock
Option Plan and in the Registration Statement (Form S-8 No. 333-27285)
pertaining to the Alabama National BanCorporation Employee Capital Accumulation
Plan of our report dated February 29, 1996, with respect to the 1995
consolidated financial statements of Alabama National BanCorporation (not
presented separately in the 1997 Annual Report on Form 10-K) which report is
included in Alabama National BanCorporation's Annual Report (Form 10-K) for the
year ended December 31, 1997, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Birmingham, Alabama
March 27, 1998
<PAGE>
Exhibit 23.2
------------
Consent of Certified Public Accountants
We consent to the incorporation by reference in the registration statement of
Alabama National BanCorporation ("ANB") on form S-8 (File No. 333-07951) and in
the registration statement of ANB on Form S-8 (File No. 333-27285) of our report
dated January 15, 1998, on our audits of ANB as of December 31, 1997 and 1996,
and for the years then ended, which report is included in this Annual Report on
Form 10-K.
/s/ Coopers & Lybrand L.L.P.
Birmingham, Alabama
March 27, 1998
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<RESTATED>
<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> 42,438
<INT-BEARING-DEPOSITS> 2,391
<FED-FUNDS-SOLD> 50,009
<TRADING-ASSETS> 399
<INVESTMENTS-HELD-FOR-SALE> 157,094
<INVESTMENTS-CARRYING> 56,519
<INVESTMENTS-MARKET> 56,997
<LOANS> 842,790
<ALLOWANCE> 12,829
<TOTAL-ASSETS> 1,274,166
<DEPOSITS> 928,970
<SHORT-TERM> 27,750
<LIABILITIES-OTHER> 59,046
<LONG-TERM> 14,587
0
0
<COMMON> 8,648
<OTHER-SE> 89,285
<TOTAL-LIABILITIES-AND-EQUITY> 1,274,166
<INTEREST-LOAN> 75,117
<INTEREST-INVEST> 12,429
<INTEREST-OTHER> 2,842
<INTEREST-TOTAL> 90,388
<INTEREST-DEPOSIT> 35,341
<INTEREST-EXPENSE> 42,840
<INTEREST-INCOME-NET> 47,548
<LOAN-LOSSES> 2,988
<SECURITIES-GAINS> (8)
<EXPENSE-OTHER> 45,461
<INCOME-PRETAX> 17,138
<INCOME-PRE-EXTRAORDINARY> 17,138
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 11,668
<EPS-PRIMARY> 1.31
<EPS-DILUTED> 1.31
<YIELD-ACTUAL> 8.72
<LOANS-NON> 4,174
<LOANS-PAST> 0
<LOANS-TROUBLED> 1,052
<LOANS-PROBLEM> 17,900
<ALLOWANCE-OPEN> 11,011
<CHARGE-OFFS> 2,749
<RECOVERIES> 1,579
<ALLOWANCE-CLOSE> 12,829
<ALLOWANCE-DOMESTIC> 12,829
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 12,829
</TABLE>
