<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File No. 0-25160
ALABAMA NATIONAL BANCORPORATION
-------------------------------
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 63-1114426
-------- ----------
(State of Incorporation) (I.R.S. Employer Identification No.)
1927 FIRST AVENUE NORTH, BIRMINGHAM, ALABAMA 35203-4009
-------------------------------------------------------
(Address of principal executive office)
Registrant's telephone number, including area code: (205) 583-3654
--------------
____________________________________________________
(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
------ ------
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
Class Outstanding at August 11, 1999
----- ------------------------------
Common Stock, $1.00 Par Value 11,155,409
<PAGE>
INDEX
ALABAMA NATIONAL BANCORPORATION AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION PAGE
- ----------------------------- ----
Item 1. Financial Statements (Unaudited)
Consolidated statements of condition
June 30, 1999 and December 31, 1998......................... 3
Consolidated statements of income
three month periods ended June 30, 1999 and 1998;
six month periods ended June 30, 1999 and 1998.............. 4
Consolidated statements of other comprehensive income
three month periods ended June 30, 1999 and 1998;
six month periods ended June 30, 1999 and 1998.............. 8
Consolidated statements of cash flows
six month periods ended June 30, 1999 and 1998.............. 10
Notes to the unaudited consolidated financial
statements June 30, 1999.................................... 11
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations......................... 14
PART II. OTHER INFORMATION
- --------------------------
Item 4. Submission of Matters to a Vote of Security Holders......... 31
Item 6. Exhibits and Reports on Form 8-K............................ 32
SIGNATURES.......................................................... 33
FORWARD-LOOKING INFORMATION
- ---------------------------
Statements contained in this Quarterly Report on Form 10-Q which are not
historical facts are forward-looking statements. In addition, Alabama National,
through its senior management, from time to time makes forward-looking public
statements concerning its expected future operations and performance and other
developments. Such forward-looking statements are necessarily estimates
reflecting Alabama National's best judgement based upon current information and
involve a number of risks and uncertainties, and various factors could cause
results to differ materially from those contemplated by such forward-looking
statements. Such factors could include those identified from time to time in
Alabama National's Securities and Exchange Commission filings and other public
announcements. With respect to the adequacy of the allowance for loan losses for
Alabama National, these factors include the rate of growth in the economy,
especially in the Southeast, the relative strength and weakness in the consumer
and commercial credit sectors and in the real estate markets and the performance
of the stock and bond markets.
2
<PAGE>
Part I - Financial Information
- ------------------------------
Item 1 - Financial Statements
Alabama National BanCorporation and Subsidiaries
Consolidated Statements of Condition
------------------------------------------------
<TABLE>
<CAPTION>
June 30, 1999 December 31, 1998
------------- -----------------
(Unaudited)
(In thousands)
<S> <C> <C>
Assets
Cash and due from banks........................................................... $ 81,911 $ 70,813
Interest-bearing deposits in other banks.......................................... 1,496 225
Investment securities (estimated market values of $25,624 and $35,214)............ 25,309 34,655
Securities available for sale..................................................... 297,447 289,558
Trading securities................................................................ 6,333 5,534
Federal funds sold and securities purchased under resell agreements............... 40,648 57,076
Loans held for sale............................................................... 10,638 19,047
Loans............................................................................. 1,196,971 1,088,425
Unearned income................................................................... (898) (1,398)
---------- ----------
Loans, net of unearned income..................................................... 1,196,073 1,087,027
Allowance for loan losses......................................................... (17,335) (16,540)
---------- ----------
Net loans......................................................................... 1,178,738 1,070,487
Property, equipment and leasehold improvements, net............................... 42,977 38,875
Intangible assets................................................................. 8,137 8,226
Cash surrender value of life insurance............................................ 30,592 29,669
Receivable from investment division customers..................................... 22,907 22,776
Other assets...................................................................... 29,280 25,108
---------- ----------
Totals............................................................................ $1,776,413 $1,672,049
========== ==========
Liabilities and Stockholders' Equity
Deposits:
Noninterest bearing............................................................. $ 229,790 $ 232,450
Interest bearing................................................................ 1,184,288 1,042,725
---------- ----------
Total deposits.................................................................... 1,414,078 1,275,175
Federal funds purchased and securities sold under repurchase agreements........... 116,930 162,633
Treasury, tax and loan account.................................................... 6,012 1,506
Short-term borrowings............................................................. 14,339 21,700
Accrued expenses and other liabilities............................................ 44,466 47,714
Long-term debt.................................................................... 46,079 32,328
---------- ----------
Total liabilities................................................................. 1,641,904 1,541,056
Common stock, $1 par, authorized 17,500,000 shares; issued 11,184,909 and
10,971,686 shares at June 30, 1999 and December 31, 1998, respectively.......... 11,185 10,972
Additional paid-in capital........................................................ 78,999 78,570
Retained earnings................................................................. 47,007 40,584
Unearned ESOP shares.............................................................. - (75)
Accumulated other comprehensive income, net of tax................................ (2,682) 942
---------- ----------
Total stockholders' equity........................................................ 134,509 130,993
---------- ----------
Totals............................................................................ $1,776,413 $1,672,049
========== ==========
</TABLE>
See accompanying notes to unaudited consolidated financial statements
3
<PAGE>
Alabama National BanCorporation and Subsidiaries
Consolidated Statements of Income (Unaudited)
---------------------------------------------
(In thousands, except per share data)
<TABLE>
<CAPTION>
For the three months
ended June 30,
--------------------
1999 1998
---- ----
<S> <C> <C>
Interest income:
Interest and fees on loans....................................... $24,236 $23,286
Interest on securities........................................... 4,659 4,562
Interest on deposits in other banks.............................. 17 35
Interest on trading securities................................... 124 106
Interest on Federal funds sold and securities purchased.......... - -
under resell agreements........................................ 632 985
------- -------
Total interest income.............................................. 29,668 28,974
Interest expense:
Interest on deposits............................................. 11,293 11,759
Interest on Federal funds purchased and securities sold
under repurchase agreements.................................... 1,587 1,582
Interest on long and short-term borrowings....................... 826 802
------- -------
Total interest expense............................................. 13,706 14,143
------- -------
Net interest income................................................ 15,962 14,831
Provision for loan losses.......................................... 368 266
------- -------
Net interest income after provision for loan losses................ 15,594 14,565
Noninterest income:
Securities gains................................................. 23 145
Gain on disposition of assets.................................... 222 156
Service charges on deposit accounts.............................. 1,784 1,760
Investment services.............................................. 2,657 2,716
Trust department income.......................................... 545 637
Origination and sale of mortgage loans........................... 1,131 1,038
Bank owned life insurance........................................ 362 266
Other............................................................ 822 539
------- -------
Total noninterest income........................................... 7,546 7,257
</TABLE>
4
<PAGE>
Alabama National BanCorporation and Subsidiaries
Consolidated Statements of Income (Unaudited) (Continued)
---------------------------------------------------------
(In thousands, except per share data)
<TABLE>
<CAPTION>
For the three months
ended June 30,
--------------------
1999 1998
---- ----
<S> <C> <C>
Noninterest expense:
Salaries and employee benefits................................... 9,137 8,647
Occupancy and equipment expenses................................. 1,722 1,554
Other............................................................ 4,377 4,633
------- -------
Total noninterest expense.......................................... 15,236 14,834
------- -------
Income before provision for income taxes........................... 7,904 6,988
Provision for income taxes......................................... 2,524 2,239
------- -------
Net income......................................................... $ 5,380 $ 4,749
======= =======
Net income per common share (basic)................................ $ .48 $ .44
======= =======
Weighted average common shares outstanding (basic)................. 11,100 10,694
======= =======
Net income per common share (diluted).............................. $ .48 $ .43
======= =======
Weighted average common and common equivalent
shares outstanding (diluted)..................................... 11,267 11,137
======= =======
</TABLE>
See accompanying notes to unaudited consolidated financial statements
5
<PAGE>
Alabama National BanCorporation and Subsidiaries
Consolidated Statements of Income (Unaudited)
---------------------------------------------
(In thousands, except per share data)
<TABLE>
<CAPTION>
For the six months
ended June 30,
--------------------
1999 1998
---- ----
<S> <C> <C>
Interest income:
Interest and fees on loans....................................... $47,395 $45,647
Interest on securities........................................... 9,478 8,734
Interest on deposits in other banks.............................. 21 64
Interest on trading securities................................... 209 158
Interest on Federal funds sold and securities purchased
under resell agreements........................................ 1,376 2,211
------- -------
Total interest income.............................................. 58,479 56,814
Interest expense:
Interest on deposits............................................. 22,080 22,900
Interest on Federal funds purchased and securities sold
under repurchase agreements.................................... 3,383 3,270
Interest on long and short-term borrowings....................... 1,678 1,691
------- -------
Total interest expense............................................. 27,141 27,861
------- -------
Net interest income................................................ 31,338 28,953
Provision for loan losses.......................................... 930 611
------- -------
Net interest income after provision for loan losses................ 30,408 28,342
Noninterest income:
Securities gains................................................. 189 173
Gain on disposition of assets.................................... 208 289
Service charges on deposit accounts.............................. 3,622 3,474
Investment services.............................................. 5,721 5,805
Trust department income.......................................... 1,070 1,057
Origination and sale of mortgage loans........................... 2,369 1,912
Bank owned life insurance........................................ 725 598
Other............................................................ 1,549 1,158
------- -------
Total noninterest income........................................... 15,453 14,466
</TABLE>
6
<PAGE>
Alabama National BanCorporation and Subsidiaries
Consolidated Statements of Income (Unaudited) (Continued)
---------------------------------------------------------
(In thousands, except per share data)
<TABLE>
<CAPTION>
For the six months
ended June 30,
--------------------
1999 1998
---- ----
<S> <C> <C>
Noninterest expense:
Salaries and employee benefits................................... 18,490 17,219
Occupancy and equipment expenses................................. 3,387 3,234
Other............................................................ 8,742 8,777
------- -------
Total noninterest expense.......................................... 30,619 29,230
------- -------
Income before provision for income taxes........................... 15,242 13,578
Provision for income taxes......................................... 4,843 4,279
------- -------
Net income......................................................... $10,399 $ 9,299
======= =======
Net income per common share (basic)................................ $ .94 $ .87
======= =======
Weighted average common shares outstanding (basic)................. 11,061 10,653
======= =======
Net income per common share (diluted).............................. $ .93 $ .84
======= =======
Weighted average common and common equivalent
shares outstanding (diluted)..................................... 11,236 11,109
======= =======
</TABLE>
See accompanying notes to unaudited consolidated financial statements
7
<PAGE>
Alabama National BanCorporation and Subsidiaries
Consolidated Statements of Other Comprehensive Income (Unaudited)
-----------------------------------------------------------------
(In thousands)
<TABLE>
<CAPTION>
For the three months
ended June 30,
--------------------
1999 1998
---- ----
<S> <C> <C>
Net income.......................................................... $5,380 $4,749
Other comprehensive income (loss):
Unrealized gains (loss) on securities available for sale.......... (4,778) 97
Less: Reclassification adjustment for net gains included
in net income..................................................... 23 145
------ ------
Other comprehensive loss, before tax................................ (4,801) (48)
Benefit of income taxes related to items of other comprehensive
income............................................................ (1,568) (17)
------ ------
Other comprehensive loss, net of tax................................ (3,233) (31)
------ ------
Comprehensive income................................................ $2,147 $4,718
====== ======
</TABLE>
See accompanying notes to unaudited consolidated financial statements
8
<PAGE>
Alabama National BanCorporation and Subsidiaries
Consolidated Statements of Other Comprehensive Income (Unaudited)
-----------------------------------------------------------------
(In thousands)
<TABLE>
<CAPTION>
For the six months
ended June 30,
--------------------
1999 1998
---- ----
<S> <C> <C>
Net income......................................................... $10,399 $9,299
Other comprehensive income (loss):
Unrealized gains (loss) on securities available for sale......... (5,204) 395
Less: Reclassification adjustment for net gains
included in net income........................................... 189 173
------- ------
Other comprehensive income (loss), before tax...................... (5,393) 222
Provision for (benefit of) income taxes related to
items of other comprehensive income.............................. (1,769) 75
------- ------
Other comprehensive income (loss), net of tax...................... (3,624) 147
------- ------
Comprehensive income............................................... $ 6,775 $9,446
======= ======
</TABLE>
9
<PAGE>
Alabama National BanCorporation and Subsidiaries
Consolidated Statements of Cash Flows (Unaudited)
-------------------------------------------------
<TABLE>
<CAPTION>
For the six months
ended June 30,
----------------------
1999 1998
---- ----
(In thousands)
<S> <C> <C>
Net cash flows provided by operating activities......................... $ 6,687 $ 6,846
Cash flows from investing activities:
Purchases of investment securities...................................... - (989)
Proceeds from maturities of investment securities....................... 9,324 13,969
Purchases of securities available for sale.............................. (73,966) (104,831)
Proceeds from sale of securities available for sale..................... 256 67
Proceeds from maturities of securities available for sale............... 59,952 52,620
Net (increase) decrease in interest bearing deposits in other banks..... (1,271) 2,154
Net decrease in Federal funds sold and securities purchased
under resell agreements............................................... 16,428 8,346
Net increase in loans................................................... (101,298) (36,679)
Purchases of property, equipment and leasehold improvements............. (5,619) (1,768)
Proceeds from sale of property, equipment and leasehold improvements.... 41 48
Purchase of bank owned life insurance................................... (198) -
--------- ---------
Net cash used in investing activities................................... (96,351) (67,063)
--------- ---------
Cash flows from financing activities:
Net increase in deposits................................................ 138,903 128,453
Decrease in Federal funds purchased and securities sold
under agreements to repurchase........................................ (45,703) (29,303)
Net increase (decrease) in short and long-term borrowings
and capital leases.................................................... 10,896 (5,234)
Exercise of stock options and conversion of debentures.................. 704 1,027
Issue common stock...................................................... (62) -
Repurchase fractional shares............................................ - (3)
Dividends on common stock............................................... (3,976) (2,658)
--------- ---------
Net cash provided by financing activities............................... 100,762 92,282
--------- ---------
Increase in cash and cash equivalents................................... 11,098 32,065
Cash and cash equivalents, beginning of period.......................... 70,813 54,768
--------- ---------
Cash and cash equivalents, end of period................................ $ 81,911 $ 86,833
========= =========
Supplemental schedule of noncash investing and financing activities
Acquisition of collateral in satisfaction of loans...................... $ 526 $ 829
========= =========
Adjustment to market value of securities available for sale, net
of deferred income taxes.............................................. $ (3,624) $ 147
========= =========
</TABLE>
See accompanying notes to unaudited consolidated financial statements
10
<PAGE>
ALABAMA NATIONAL BANCORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999
NOTE A - BASIS OF PRESENTATION
- ------------------------------
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three and six months ended June 30,
1999 are subject to year-end audit and are not necessarily indicative of the
results of operations to be expected for the year ending December 31, 1999.
These interim financial statements should be read in conjunction with the
consolidated financial statements and footnotes thereto included in Alabama
National's Form 10-K for the year ended December 31, 1998.
NOTE B - COMMITMENT AND CONTINGENCIES
- -------------------------------------
Alabama National's subsidiary banks make loan commitments and incur contingent
liabilities in the normal course of business which are not reflected in the
consolidated statements of condition.
NOTE C - RECENTLY ISSUED PRONOUNCEMENTS
- ---------------------------------------
Derivative Investments and Hedging Activities
In June 1998, the FASB issued Statement of Financial Accounting Standards No.
133, Accounting for Derivative Instruments and Hedging Activities, ("Statement
133"). Statement 133 standardizes the accounting for derivative instruments,
including certain derivative instruments embedded in other contracts, by
requiring that an entity recognize those items as assets or liabilities in the
statement of financial position and measure them at fair value. If certain
conditions are met, an entity may elect to designate a derivative instrument as
a hedging instrument. Statement 133 generally provides for matching the timing
of gain or loss recognition on the hedging instrument with the recognition of
(a) the changes in the fair value of the hedged asset or liability that are
attributable to the hedged risk or (b) the earnings effect of the hedged
forecasted transaction. Management of Alabama National does not expect the
adoption of Statement 133 to have a material impact on its financial statements
since it does not invest in derivative instruments. Statement 133, as amended by
Statement 137, is effective for all fiscal quarters of all fiscal years
beginning after June 15, 2000.
Mortgage-Backed Securities
In October 1998, the FASB issued Statement of Financial Accounting Standards No.
134, Accounting for Mortgage-Backed Securities Retained after the Securitization
of Mortgage Loans Held for Sale by a Mortgage Banking Enterprise, an amendment
of FASB Statement No. 65, ("Statement 134"). Statement 134 amends Statement 65
to require that after the securitization of mortgage loans held for sale, an
entity engaged in mortgage banking activities classify the resulting mortgage-
backed securities or other retained interests based on its ability and intent to
sell or hold those investments. This statement became effective for the first
quarter of 1999. Since Alabama National does not securitize mortgage loans, no
financial statement impact has resulted from adopting this statement.
11
<PAGE>
NOTE D - EARNINGS PER SHARE
- ---------------------------
The following table reflects the reconciliation of the numerator and denominator
of the basic earnings per share computation to the diluted earnings per share
computation for the 1999 and 1998 six months and the 1999 and 1998 quarters.
<TABLE>
<CAPTION>
Per Share
Income Shares Amount
------- ------ ---------
<S> <C> <C> <C>
THREE MONTHS ENDED JUNE 30, 1999
Basic EPS net income..................... $ 5,380 11,100 $0.49
=====
Effect of dilutive securities options.... - 167
------- ------
Diluted EPS.............................. $ 5,380 11,267 $0.48
======= ====== =====
THREE MONTHS ENDED JUNE 30, 1998
Basic EPS net income..................... $ 4,749 10,694 $0.44
=====
Effect of dilutive securities options.... - 443
------- ------
Diluted EPS.............................. $ 4,749 11,137 $0.43
======= ====== =====
SIX MONTHS ENDED JUNE 30, 1999
Basic EPS net income..................... $10,399 11,061 $0.94
=====
Effect of dilutive securities options.... - 175
------- ------
Diluted EPS.............................. $10,399 11,236 $0.93
======= ====== =====
SIX MONTHS ENDED JUNE 30, 1998
Basic EPS net income..................... $ 9,299 10,653 $0.87
=====
Effect of dilutive securities options.... - 456
------- ------
Diluted EPS.............................. $ 9,299 11,109 $0.84
======= ====== =====
</TABLE>
NOTE E - SEGMENT REPORTING
- --------------------------
Alabama National's reportable segments represent the distinct major product
lines it offers and are viewed separately for strategic planning purposes by
management. The following table is a reconciliation of the reportable segment
revenues, expenses, and profit to Alabama National's consolidated totals (in
thousands).
12
<PAGE>
<TABLE>
<CAPTION>
Investment Mortgage Retail and
Services Trust Lending Commercial Corporate Elimination
Division Division Division Banking Overhead Entries Total
-------- -------- -------- ------- -------- ------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Six months ended June 30, 1999:
Interest income $ 1,045 $ 194 $ 57,787 $ (547) $ 58,479
Interest expenses 333 158 27,197 (547) 27,141
------- ------ ------- --------- -------- -------- ----------
Net interest income 712 36 30,590 31,338
Provision for loan losses 930 930
Noninterest income 5,844 $1,070 2,369 6,170 15,453
Noninterest expense 5,358 552 1,169 22,477 $ 1,063 30,619
------- ------ ------- ---------- -------- -------- ----------
Net income before tax $ 1,198 $ 518 $ 1,236 $ 13,353 $ (1,063) $ - $ 15,242
======= ====== ======= ========== ======== ======== ==========
Six months ended June 30, 1998:
Interest income $ 439 $ 192 $ 56,903 $ (720) $ 56,814
Interest expenses 33 163 28,385 (720) 27,861
------- ------ ------- ---------- -------- -------- ----------
Net interest income 406 29 28,518 28,953
Provision for loan losses 611 611
Noninterest income 5,913 $1,057 1,912 5,584 14,466
Noninterest expense 5,240 602 942 21,633 $ 813 29,230
------- ------ ------- ---------- -------- -------- ----------
Net income before tax $ 1,079 $ 455 $ 999 $ 11,858 $ (813) $ - $ 13,578
======= ====== ======= ========== ======== ======== ==========
</TABLE>
Corporate overhead is comprised of compensation and benefits for certain members
of management and merger-related costs.
13
<PAGE>
Item 2. 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 Alabama National and results of operations as of the dates and for
the periods indicated. On December 31, 1998, Community Bank of Naples, National
Association ("Naples"), a bank headquartered in Naples, Florida, was merged with
and into a subsidiary of Alabama National, pursuant to which each share of
Naples common stock was converted into 0.53271 shares of Alabama National's
common stock for a total of 532,608 shares of Alabama National common stock
issued to Naples shareholders. On October 2, 1998, Community Financial
Corporation ("CFC"), a one bank holding company headquartered in Mabelton,
Georgia, was merged with and into Alabama National, pursuant to which each share
of CFC common stock was converted into 0.351807 shares of Alabama National's
common stock for a total of 1,076,032 shares of Alabama National common stock
issued to CFC shareholders. On May 29, 1998, Public Bank Corporation ("PBC"), a
one bank holding company headquartered in St. Cloud, Florida, was merged with
and into Alabama National, pursuant to which each share of PBC common stock was
converted into 0.2353134 shares of Alabama National's common stock for a total
of 549,913 shares of Alabama National common stock issued to PBC shareholders.
The Naples, CFC, and PBC mergers were accounted for as poolings of interest 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.
This information should be read in conjunction with Alabama National's unaudited
consolidated financial statements and related notes appearing elsewhere in this
report and "Management's Discussion and Analysis of Financial Condition and
Results of Operations" appearing in Alabama National's Annual Report on Form
10-K for the year ended December 31, 1998.
Performance Overview
Alabama National's net income was $5.38 million for the second quarter of 1999
(the "1999 second quarter") compared to $4.75 million for the second quarter of
1998 (the "1998 second quarter"). Net income for the six month period ended June
30, 1999 (the "1999 six months") was $10.40 million compared to $9.30 million
for the six months ended June 30, 1998 (the "1998 six months"). Net income per
diluted common share for the 1999 and 1998 second quarters was $.48 and $.43,
respectively. For the 1999 six months, net income per diluted common share was
$.93 compared to $.84 for the 1998 six months.
The annualized return on average assets for Alabama National was 1.28% for the
1999 second quarter compared to 1.24% for the 1998 second quarter. The
annualized return on average assets for Alabama National was 1.24% for the 1999
six months compared to 1.22% for the 1998 six months. The annualized return on
average stockholders' equity increased for the 1999 second quarter to 15.88%, as
compared to 15.48% for the 1998 second quarter. The annualized return on average
stockholders' equity increased for the 1999 six months to 15.55%, as compared to
15.49% for the 1998 six months. Book value per share at June 30, 1999 was
$12.03, an increase of $.09 from year end 1998. Tangible book value per share at
June 30, 1999 was $11.30, an increase of $.11 from year end 1998. Alabama
National paid a $.36 cash dividend on common shares during the 1999 six months,
compared to $.30 on common shares during the 1998 six months.
Net Income
The principal reasons for the increase in net income was the growth in net
interest income, which is the difference between the income earned on interest
bearing assets and the interest paid on deposits and borrowings used to support
such assets, for the 1999 second quarter and the 1999 six months, compared to
the same periods in 1998. Net interest income increased by $1.1 million, or
7.6%, to $16.0 million during the 1999 second quarter from $14.8 million during
the 1998 second quarter. Net interest income increased to $31.3 million during
the 1999 six months from $29.0 million
14
<PAGE>
during the 1998 six months, an increase of $2.4 million, or 8.2%. The increase
in the net interest margin for the 1999 second quarter and six months occurred
despite the recovery of interest associated with the collection of previously
charged-off loans totaling $567,000 included in the 1998 second quarter and six
months.
Average earning assets for the 1999 second quarter and six months increased by
approximately $166.1 million and $153.8 million, respectively, and was partially
matched by growth in average interest-bearing liabilities of $118.4 million and
$103.00 million during the 1999 second quarter and six months, respectively. The
average taxable equivalent rate earned on assets was 7.85% and 7.87% for the
1999 second quarter and six months compared to 8.60% and 8.51% for the 1998
second quarter and six months, respectively. The average rate paid on interest-
bearing liabilities was 4.23% and 4.27% for the 1999 second quarter and six
months, respectively, compared to 4.81% and 4.76% for the 1998 second quarter
and six months, respectively. As a result of compression resulting from a larger
reduction in the yield on earning assets compared to the cost of interest-
bearing liabilities, the net interest margin for the 1999 second quarter and six
months was 4.19% and 4.18%, respectively, compared to 4.37% and 4.30% for the
1998 second quarter and six months respectively.
The following tables depict, on a taxable equivalent basis for the 1999 and 1998
second quarter and six months, certain information related to Alabama National'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 balance of the associated assets or liabilities.
15
<PAGE>
AVERAGE BALANCES, INCOME AND EXPENSES AND RATES
(Amounts in thousands, except yields and rates)
<TABLE>
<CAPTION>
Six months ended June 30,
------------------------------------------------------------------
1999 1998
--------------------------------- -----------------------------
Average Income/ Yield/ Average Income/ Yield/
Balance Expense Cost Balance Expense Cost
----------- ---------- -------- ---------- --------- --------
<S> <C> <C> <C> <C> <C> <C>
Assets:
Earning assets:
Loans (1) (3)............................. $1,131,053 $ 47,499 8.47% $ 987,786 $45,707 9.33%
Securities: - - - -
Taxable.................................. 284,058 8,659 6.15 249,189 7,876 6.37
Tax exempt............................... 33,384 1,241 7.50 33,470 1,300 7.83
Cash balances in other banks............. 816 21 5.19 2,158 64 5.98
Funds sold............................... 54,235 1,376 5.12 79,495 2,211 5.61
Trading account securities............... 7,746 209 5.44 5,348 158 5.96
---------- -------- ---------- -------
Total earning assets (2)................ 1,511,292 59,005 7.87 1,357,446 57,316 8.51
---------- -------- ---------- -------
Cash and due from banks.................... 62,515 54,750
Premises and equipment..................... 40,384 35,048
Other assets............................... 89,873 101,689
Allowance for loan losses.................. (17,012) (15,163)
---------- ----------
Total assets............................ $1,687,052 $1,533,770
========== ==========
Liabilities:
Interest-bearing liabilities:
Interest-bearing transaction accounts..... $ 186,946 2,051 2.21 $ 162,811 2,176 2.70
Savings deposits.......................... 316,587 5,206 3.32 309,446 5,884 3.83
Time deposits............................. 568,465 14,823 5.26 529,866 14,839 5.65
Funds purchased........................... 146,103 3,383 4.67 122,501 3,270 5.38
Other short-term borrowings............... 28,441 754 5.35 36,592 1,166 6.43
Long-term debt............................ 36,123 924 5.16 18,454 526 5.75
---------- ------- ---------- -------
Total interest-bearing liabilities....... 1,282,665 27,141 4.27 1,179,670 27,861 4.76
---------- ------- ---------- -------
Demand deposits............................ 215,071 184,000
Accrued interest and other liabilities..... 54,495 49,078
Stockholders' equity....................... 134,821 121,022
---------- ----------
Total liabilities and stockholders'
equity.................................. $1,687,052 $1,533,770
========== ==========
Net interest spread........................ 3.60% 3.75%
==== ====
Net interest income/margin on a taxable
equivalent basis.......................... 31,864 4.25% 29,455 4.38%
==== ====
Tax equivalent adjustment (2).............. 526 502
---------- -------
Net interest income/margin................. $ 31,338 4.18% $28,953 4.30%
========== ==== ======= ====
</TABLE>
________________
(1) Average loans include nonaccrual loans. All loans and deposits are domestic.
(2) Tax equivalent adjustments are based upon assumed tax rate of 34%, and do
not reflect the disallowance for Federal income tax purposes of interest
expense related to certain tax exempt assets.
(3) Fees in the amount of $1,567,000 and $1,429,000 are included in interest and
fees on loans for the six months ended June 30, 1999 and 1998, respectively.
16
<PAGE>
AVERAGE BALANCES, INCOME AND EXPENSES AND RATES
(Amounts in thousands, except yields and rates)
<TABLE>
<CAPTION>
Three months ended June 30,
-------------------------------------------------------------------
1999 1998
---------------------------------- ------------------------------
Average Income/ Yield/ Average Income/ Yield/
Balance Expense Cost Balance Expense Cost
----------- --------- ------ --------- --------- -------
<S> <C> <C> <C> <C> <C> <C>
Assets:
Earning assets:
Loans (1) (3)............................. $1,156,799 $24,290 8.42% $ 998,827 $23,308 9.36%
Securities:
Taxable.................................. 280,507 4,254 6.08 262,449 4,149 6.34
Tax exempt............................... 33,237 613 7.40 33,028 639 7.76
Cash balances in other banks.............. 1,441 17 4.73 2,320 35 6.05
Funds sold................................ 47,617 632 5.32 58,596 985 6.74
Trading account securities................ 8,977 124 5.54 7,223 106 5.89
---------- ------- ---------- -------
Total earning assets (2)................ 1,528,578 29,930 7.85 1,362,443 29,222 8.60
---------- ------- ---------- -------
Cash and due from banks.................... 62,868 62,968
Premises and equipment..................... 41,539 36,815
Other assets............................... 73,742 91,106
Allowance for loan losses.................. (17,298) (15,369)
---------- ----------
Total assets............................ $1,689,429 $1,537,963
========== ==========
Liabilities:
Interest-bearing liabilities:
Interest-bearing transaction accounts..... $ 192,190 1,072 2.24 167,317 1,121 2.69
Savings deposits.......................... 321,124 2,668 3.33 306,581 2,973 3.89
Time deposits............................. 585,758 7,553 5.17 547,236 7,664 5.62
Funds purchased........................... 135,465 1,587 4.70 107,088 1,582 5.93
Other short-term borrowings............... 23,776 316 5.33 31,364 512 6.55
Long-term debt............................ 39,885 510 5.13 20,256 291 5.76
---------- ------- ---------- -------
Total interest-bearing liabilities...... 1,298,198 13,706 4.23 1,179,842 14,143 4.81
---------- ------- ---------- -------
Demand deposits............................ 216,163 189,753
Accrued interest and other liabilities..... 39,215 45,317
Stockholders' equity....................... 135,853 123,051
---------- ----------
Total liabilities and stockholders'
equity.................................... $1,689,429 $1,537,963
========== ==========
Net interest spread........................ 3.62% 3.79%
==== ====
Net interest income/margin on a taxable
equivalent basis.......................... 16,224 4.26% 15,079 4.44%
==== ====
Tax equivalent adjustment (2).............. 262 248
------- -------
Net interest income/margin................. $15,962 4.19% $14,831 4.37%
======= ==== ======= ====
</TABLE>
________________
(1) Average loans include nonaccrual loans. All loans and deposits are domestic.
(2) Tax equivalent adjustments are based upon assumed tax rate of 34%, and do
not reflect the disallowance for Federal income tax purposes of interest
expense related to certain tax exempt assets.
17
<PAGE>
(3) Fees in the amount of $785,000 and $779,000 are included in interest and
fees on loans for the three months ended June 30, 1999 and 1998,
respectively.
The following tables set 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 the 1999 second
quarter and six months compared to the 1998 second quarter and six months,
respectively. For the purposes of these tables, changes which are not solely
attributable to volume or rate are allocated to volume and rate on a pro rata
basis.
AVERAGE BALANCES, INCOME AND EXPENSES AND RATES
(Amounts in thousands, except yields and rates)
The following tables set 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 the 1999 second
quarter and six months compared to the 1998 second quarter and six months,
respectively. For the purposes of these tables, 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)
Six Months Ended June 30,
---------------------------
1999 Compared to 1998
Variance Due to
---------------------------
Volume Yield/Rate Total
---------------------------
Earning assets:
Loans.................................. $6,298 $(4,506) $1,792
Securities:
Taxable............................... 1,075 (292) 783
Tax exempt............................ (3) (56) (59)
Cash balances in other banks........... (35) (8) (43)
Funds sold............................. (654) (181) (835)
Trading account securities............. 66 (15) 51
------ ------- ------
Total interest income................ 6,747 (5,058) 1,689
Interest-bearing liabilities:
Interest-bearing transaction accounts.. 299 (424) (125)
Savings and money market deposits...... 135 (813) (678)
Time deposits.......................... 1,051 (1,067) (16)
Funds purchased........................ 585 (472) 113
Other short-term borrowings............ (235) (177) (412)
Long-term debt......................... 458 (60) 398
------ ------- ------
Total interest expense............... 2,293 (3,013) (720)
------ ------- ------
Net interest income on a taxable
equivalent basis.................... $4,454 $(2,045) 2,409
====== =======
Taxable equivalent adjustment.......... (24)
======
Net interest income.................... $2,385
======
18
<PAGE>
ANALYSIS OF CHANGES IN NET INTEREST INCOME
(Amounts in thousands)
Three Months Ended June 30,
---------------------------
1999 Compared to 1998
Variance Due to
---------------------------
Volume Yield/Rate Total
---------------------------
Earning assets:
Loans........................................... $3,468 $(2,486) $ 982
Securities:
Taxable........................................ 279 (174) 105
Tax exempt..................................... 4 (30) (26)
Cash balances in other banks.................... (11) (7) (18)
Funds sold...................................... (166) (187) (353)
Trading account securities...................... 25 (7) 18
------ ------- ------
Total interest income......................... 3,599 (2,891) 708
Interest-bearing liabilities:
Interest-bearing transaction accounts........... 154 (203) (49)
Savings and money market deposits............... 137 (442) (305)
Time deposits................................... 521 (632) (111)
Funds purchased................................. 372 (367) 5
Other short-term borrowings..................... (111) (85) (196)
Long-term debt.................................. 254 (35) 219
------ ------- ------
Total interest expense........................ 1,327 (1,763) (437)
------ ------- ------
Net interest income on a taxable
equivalent basis............................. $2,272 $(1,127) 1,145
====== =======
Taxable equivalent adjustment................... (14)
------
Net interest income............................. $1,131
======
The provision for loan losses represents a charge to current earnings necessary
to maintain the allowance for loan losses at an appropriate level based on
management's best estimate of the probable loan losses in the loan portfolio.
The amount of the provision is a function of the level of loans outstanding, the
level of non-performing loans, historical loan loss experience, the amount of
loan losses actually charged against the allowance during a given period and
current economic conditions. The provision for loan losses was $368,000 for the
1999 second quarter, compared with $266,000 in the 1998 second quarter. The
provision for loan losses was $930,000 for the 1999 six months, compared to
$611,000 in the 1998 six months. The higher provision for loan losses in the
1999 second quarter and 1999 six months is attributable to the growth in loans.
In addition, Alabama National's loan loss experience reflected net loan losses
of $135,000 in the first six months of 1999, compared with net loan recoveries
of $321,000 in the first six months of 1998. The allowance for loan losses as a
percentage of outstanding loans, net of unearned income, was 1.45% at June 30,
1999, compared to 1.52% at December 31, 1998.
Because of the inherent uncertainty of assumptions made during the assessment
process, there can be no assurance that loan losses in future periods will not
exceed the allowance for loan losses or that additional allocations to the
allowance will not be required. See Asset Quality.
-------------
19
<PAGE>
Total noninterest income for the 1999 second quarter was $7.5 million, compared
to $7.3 million for the 1998 second quarter. For the 1999 six months,
noninterest income increased to $15.5 million compared to $14.5 million for the
1998 six months. Noninterest income includes service charges on deposits,
investment services revenues, trust department revenues, and fees relating to
the sale and origination of mortgage loans. Service charges on deposits for the
both the 1999 quarter and 1998 quarter was $1.8 million. For the 1999 six
months, service charge income increased to $3.6 million from the 1998 six months
$3.5 million. Reflecting a slight decline in customer demand for debt
securities, revenue in the investment services division totaled $2.7 million in
the 1999 second quarter, unchanged from the 1998 second quarter, and
totaled $5.7 million in the 1999 six months compared to $5.8 million in the 1998
six months. Trust fees declined by $92,000 in the 1999 second quarter compared
to the 1998 second quarter and were approximately flat for the 1999 six months
when compared with the 1998 six months. Attributable to expansion of geographic
coverage, fees relating to the sale and origination of mortgage loans totaled
$1.1 million in the 1999 second quarter compared with $1.0 million in the 1998
second quarter and $2.4 million in the 1999 six months compared with $1.9
million during the 1998 six months. Additional investment in bank owned life
insurance policies during the 1999 second quarter and 1999 six months resulted
in a $96,000 and $127,000 increase, respectively, in such income during the 1999
periods, when compared with the same periods in 1998.
Noninterest expense was $15.2 million for the 1999 second quarter compared to
$14.8 million for the 1998 second quarter. For the 1999 six months, noninterest
expense was $30.6 million compared to $29.2 million for the 1998 six months.
Noninterest expense includes salaries and employee benefits, occupancy and
equipment expenses and other expenses. Salaries and employee benefits were $9.1
million for the 1999 second quarter compared to $8.6 million for the 1998 second
quarter. For the 1999 six months, salaries and employee benefits were $18.5
million compared to $17.2 million in the 1998 six months. The increase in
salaries and employee benefits is primarily attributable to additional sales
volume in the mortgage lending division and staffing increases in the investment
services division and other areas of Alabama National. Occupancy and equipment
expense totaled $1.7 million in the 1999 second quarter and $1.6 million in the
1998 second quarter. Occupancy and equipment expense totaled $3.4 million in the
1999 six months and $3.2 million in the 1998 six months. Other noninterest
expense decreased to $4.4 million in the 1999 second quarter, compared with $4.6
million in the 1998 second quarter. Other noninterest expense was $8.7 million
in the 1999 six months and $8.8 million in the 1998 six months. Other
noninterest expense includes after-tax merger-related charges of $92,000 during
the 1999 six months, compared with $271,000 for the 1998 six months.
Because of an increase in pre-tax income, income tax expense was $2.5 million
for the 1999 second quarter compared to $2.2 million for the 1998 second
quarter. For the 1999 six months income tax expense was $4.8 million, compared
to $4.3 million for the 1998 six months. The effective tax rates for the 1999
second quarter and the 1999 six months were 31.9% and 31.8%, respectively.
Earning Assets
- --------------
Loans comprised the largest single category of Alabama National's earning assets
on June 30, 1999. Loans, net of unearned income, were $1.20 billion or 67.3% of
total assets at June 30, 1999, compared to $1.09 billion or 65.0% at December
31, 1998. Average loans grew $143.3 million, or 14.5%, during the 1999 six
months. The following table details the composition of the loan portfolio by
category at the dates indicated:
20
<PAGE>
COMPOSITION OF LOAN PORTFOLIO
(Amounts in thousands, except percentages)
June 30, 1999 December 31, 1998
---------------------- --------------------
Percent Percent
Amount of Total Amount of Total
---------- -------- ---------- --------
Commercial, financial and
agricultural.................. $ 261,448 21.84% $ 257,409 23.65%
Real estate:
Construction.................. 116,668 9.75 74,024 6.80
Mortgage - residential........ 314,433 26.27 291,644 26.81
Mortgage - commercial......... 329,176 27.50 291,437 26.78
Mortgage - other.............. 2,733 .23 2,215 .20
Consumer....................... 77,439 6.47 77,187 7.09
Other.......................... 95,074 7.94 94,509 8.68
---------- ------ ---------- ------
Total gross loans............ 1,196,971 100.00% 1,088,425 100.01%
====== ======
Unearned income (898) (1,398)
---------- ----------
Total loans, net of
unearned income............. 1,196,073 1,087,027
Allowance for loan losses...... (17,335) (16,540)
---------- ----------
Total net loans.............. $1,178,738 $1,070,487
========== ==========
Investment securities decreased $9.35 million in the 1999 six months,
substantially all of which is attributable to paydowns of mortgage backed
securities.
Securities available for sale increased $7.89 million in the 1999 six months.
Purchases of available for sale securities totaled $73.97 million and
maturities, calls, and sales of available for sale securities totaled $60.21
million. Write down to estimated market value of available for sale securities
totaled $3.6 million, net of income taxes, during the 1999 six months.
Trading account securities, $6.33 million at June 30, 1999, are securities owned
by Alabama National prior to sale and delivery to Alabama National's customers.
It is the policy of Alabama National to limit positions in such securities to
reduce its exposure to market and interest rate changes. Federal funds sold and
securities purchased under agreements to resell totaled $40.6 million at June
30, 1999 and $57.1 at December 31, 1998.
Deposits and Other Funding Sources
- ----------------------------------
Deposits increased $138.9 million from year-end 1998, to $1.4 billion at June
30, 1999. Most of the growth in deposits are related to consumer certificates of
deposit.
Federal funds purchased and securities sold under agreements to repurchase
totaled $116.9 million at June 30, 1999, a decrease of $45.7 million from
December 31, 1998, reflecting the increase in deposits.
Alabama National's short-term debt at June 30, 1999 and December 31, 1998 is
summarized as follows:
21
<PAGE>
SHORT-TERM BORROWINGS
(Amounts in thousands)
<TABLE>
<CAPTION>
June 30, December 31,
1999 1998
-------- ------------
<S> <C> <C>
Note payable to independent bank under secured master
note agreement; rate varies with LIBOR and was 5.7913%
and 6.3191% at June 30, 1999 and December 31,1998, respectively;
collateralized by the Company's stock in subsidiary banks. $12,339 $11,500
FHLB debt due May 24, 1999; rate varies with LIBOR and
was 5.54% at December 31, 1998;
collateralized by FHLB stock and
certain first mortgage loans. 9,200
FHLB debt due January 31, 1999; collateralized by
FHLB stock and certain first mortgage loans. 1,000
FHLB open ended notes payable, rate was 5.30% at June 30, 1999
as determined daily by the FHLB; collateralized by FHLB stock
and certain first mortgage loans. 2,000
---------------------
Total short-term borrowings $14,339 $21,700
---------------------
</TABLE>
22
<PAGE>
Alabama National's long-term debt at June 30, 1999 and December 31, 1998 is
summarized as follows:
LONG-TERM BORROWINGS
(Amounts in thousands)
<TABLE>
<CAPTION>
June 30, December 31,
1999 1998
-------- ------------
<S> <C> <C>
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 $ 5,000
FHLB debt due October 21, 2003; interest at fixed rate of
4.30%; convertible at the option of the FHLB on October 21, 2000
to a three month LIBOR advance; collateralized by FHLB stock
and certain first mortgage loans. 10,000 10,000
FHLB debt due April 23, 2004; interest floats with LIBOR plus 28
basis points and was 5.01125% at June 30, 1999, converting to 5.02%
from April 23, 2001 to April 23, 2004; convertible at the option of the
FHLB on April 23, 2001 to a three month LIBOR advance;
collateralized by FHLB stock and certain first mortgage loans. 13,700
FHLB debt due March 26, 2008; interest at fixed rate of
5.51%; convertible at the option of the FHLB on March 26, 2003
to a three month LIBOR advance; collateralized by FHLB stock
and certain first mortgage loans. 5,000 5,000
FHLB debt due July 25, 2001; interest at fixed rate of 6.40%;
collateralized by FHLB stock and certain pledged available
for sale securities 2,000 2,000
FHLB debt due June 18, 2003; interest at fixed rate of
5.40%; convertible at the option of the FHLB on June 18, 2000
to a three month LIBOR advance; collateralized by FHLB stock
and certain first mortgage loans. 5,000 5,000
FHLB debt due November 5, 2003; interest at fixed rate of
4.74%; convertible at the option of the FHLB on November 5, 2001
to a three month LIBOR advance; collateralized by FHLB stock
and certain first mortgage loans. 5,000 5,000
Various notes payable 82
Capital leases payable 297 328
---------------------
Total long-term borrowings $46,079 $32,328
---------------------
</TABLE>
23
<PAGE>
Asset Quality
- -------------
Nonperforming loans are comprised of loans past due 90 days or more and still
accruing interest, loans accounted for on a nonaccrual basis and loans in which
the terms have been restructured to provide a reduction or deferral of interest
or principal because of a deterioration in the financial position of the
borrower. 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. 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 has been accrued on the loan but remains unpaid is
reversed and deducted from earnings as a reduction of reported interest income.
No additional interest is accrued on the loan balance until the 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 could necessitate additional charges to
earnings.
At June 30, 1999, nonperforming assets totaled $4.9 million, a decrease of $1.2
million from December 31, 1998. Nonperforming assets as a percentage of loans
plus other real estate were 0.41% at June 30, 1999 compared to 0.56% at December
31, 1998.
NONPERFORMING ASSETS
(Amounts in thousands, except percentages)
June 30, December 31,
1999 1998
-------- ------------
Nonaccrual loans..................................... $ 3,470 $ 4,357
Restructured loans................................... 456 499
Loans past due 90 days or more and still accruing.... - -
------- -------
Total nonperforming loans.......................... 3,926 4,856
Other real estate owned.............................. 973 1,234
------- -------
Total nonperforming assets......................... $ 4,899 $ 6,090
======= =======
Allowance for loan losses to period-end loans........ 1.45% 1.52%
Allowance for loan losses to period-end
nonperforming loans................................. 441.54 340.61
Allowance for loan losses to period-end
nonperforming assets................................ 353.85 271.59
Net charge-offs (recoveries) to average loans........ 0.01 0.01
Nonperforming assets to period-end loans
and other real estate owned......................... 0.41 0.56
Nonperforming loans to period-end loans.............. 0.33 0.45
24
<PAGE>
Net loan losses for the 1999 six months totaled $135,000, or .01% of average
loans for the period. The allowance for loan losses as a percentage of total
loans, net of unearned income, was 1.45% at June 30, 1999, compared to 1.52% at
December 31, 1998. The following table analyzes activity in the allowance for
loan losses for the 1999 six months.
ANALYSIS OF THE ALLOWANCE FOR LOAN LOSSES
For the Six Months Ended June 30, 1999
(Amounts in thousands, except percentages)
Allowance for loan losses at
beginning of period............................... $16,540
Charge-offs:
Commercial, financial and agricultural............ 115
Real estate - mortgage............................ 85
Consumer.......................................... 330
-------
Total charge-offs................................ 530
-------
Recoveries:
Commercial, financial and agricultural............ 87
Real estate - mortgage............................ 148
Consumer.......................................... 160
-------
Total recoveries................................. 395
-------
Net charge-offs.................................. 135
Provision for loan losses.......................... 930
-------
Allowance for loan losses at period-end............ $17,335
=======
The loan portfolio is periodically reviewed to evaluate the outstanding loans
and to measure both the performance of the portfolio and the adequacy of the
allowance for loan losses. This analysis includes a review of delinquency
trends, actual losses and internal credit ratings. Based on this analysis,
management considers the allowance for loan losses at June 30, 1999 to be
adequate to cover probable loan losses in the portfolio as of that date.
However, because of the inherent uncertainty of assumptions made during the
evaluation process, there can be no assurance that loan losses in future periods
will not exceed the allowance for loan losses or that additional allocations to
the allowance will not be required.
Interest Rate Sensitivity
- -------------------------
Alabama National 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 its net interest income. The principal monitoring
technique employed by Alabama National 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. Managing the amount of assets and liabilities
repricing in the same time interval helps to hedge the risk and minimize the
impact of rising or falling interest rates on net interest income.
25
<PAGE>
Alabama National evaluates interest sensitivity risk and then formulates
guidelines regarding asset generation and repricing, funding sources and
pricing, and off-balance sheet commitments in order to decrease interest
sensitivity risk. Alabama National 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 Alabama National's interest rate sensitivity at
June 30, 1999, assuming 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>
June 30, 1999
------------------------------------------------------------------------------
After One After Three
Through Through
Within One Three Twelve Within One Greater Than
Month Months Months Year One Year Total
---------- ---------- ---------- ---------- ------------ ---------
<S> <C> <C> <C> <C> <C> <C>
Assets:
Earning assets:
Loans (1)........................ $483,569 $102,512 $ 205,738 $ 791,819 $414,892 $1,206,711
Securities (2)................... 24,735 26,789 79,612 131,136 191,575 322,711
Interest-bearing deposits in
other banks.................... 1,496 - - 1,496 - 1,496
Funds sold....................... 40,648 - - 40,648 - 40,648
-------- -------- --------- ---------- -------- ----------
Total interest-earning assets $550,448 $129,301 $ 285,350 $ 965,099 $606,467 $1,571,566
Liabilities:
Interest-bearing liabilities:
Interest-bearing deposits:
Demand deposits............... $ - $ - $ 235,770 $ 235,770 $ - $ 235,770
Savings deposits.............. 323,776 - - 323,776 - 323,776
Time deposits(3).............. 105,066 111,811 310,730 527,607 97,135 624,742
Funds purchased................. 116,930 - - 116,930 - 116,930
Short-term borrowings(4)........ 14,339 - - 14,339 - 14,339
Long-term debt.................. 2 4 18 24 46,055 46,079
-------- -------- --------- ---------- -------- ----------
Total interest-bearing
liabilities................. $560,113 $ - $ 546,518 $1,218,446 $143,190 $1,361,636
-------- -------- --------- ---------- -------- ----------
Period gap........................ $ (9,665) $ 17,486 $(261,168) $ (253,347) $463,277
======== ======== ========= ========== ========
Cumulative gap.................... $ (9,665) $ 7,821 $(253,347) $ (253,347) $209,930 $ 209,930
======== ======== ========= ========== ======== ==========
Ratio of cumulative gap to total
earning assets.................. (0.61)% 0.50% (16.12)% (16.12)% 13.36%
</TABLE>
- ----------------------
(1) Includes nonaccrual loans of $3,470,000.
(2) Includes investment equity securities of $6,378,000.
(3) Includes 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 $6,012,000.
26
<PAGE>
Alabama National generally would benefit from increasing market rates of
interest when it has an asset-sensitive gap and generally would benefit from
decreasing market rates of interest when it is liability sensitive. Alabama
National is liability sensitive throughout most of the one year time frame.
However, Alabama National's gap analysis is not a precise indicator of its
interest sensitivity position. The analysis presents only a static view of the
timing of maturities 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 rates 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 Alabama National'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 affected 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
- -----------
Alabama National'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. Alabama National's market risk arises primarily from
inherent interest rate risk in its lending, investing and deposit gathering
activities. Alabama National 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 Alabama National'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 June 30, 1999, mortgage backed securities totaling $193.73
million, or 10.9% of total assets and essentially every loan, net of unearned
income, (totaling $1.20 billion, or 67.3% 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 financial 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 $1.41 billion, or 79.6%, of total assets at June 30, 1999.
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 Alabama National in its simulation analysis.
Specifically, Alabama National'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
27
<PAGE>
believes that such estimates of possible spread compression are reasonable.
However, if the 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
Alabama National to determine the extent to which market risk would have
effected the net interest margin if prevailing interest rates differed from
actual rates during the 1999 six months. Because of the inherent use of
estimates and assumptions in the simulation model used to derive this
information, the actual results for the 1999 six months and the future impact of
market risk on Alabama National's net interest margin may differ from that found
in the table.
MARKET RISK
(Amounts in thousands)
<TABLE>
<CAPTION>
Six months ended June 30, 1999 Six months ended June 30, 1998
Change in ----------------------------------------- --------------------------------------------
Prevailing Interest Net Interest Change from Net Interest Change from
Rates Income Amount Income Amount Income Amount Income Amount
- --------------------- ------------- ------------- --------------- ---------------
<S> <C> <C> <C> <C>
+200 basis points $33,049 5.46% $31,119 7.48%
+100 basis points 32,194 2.73 30,038 3.75
0 basis points 31,338 - 28,953 -
-100 basis points 30,029 (4.18) 27,961 (3.43)
-200 basis points 28,720 (8.35) 26,970 (6.85)
</TABLE>
Liquidity and Capital Adequacy
- ------------------------------
Alabama National's net loan to deposit ratio was 84.6% at June 30, 1999,
compared to 85.2% at year end 1998. Alabama National's liquid assets as a
percentage of total deposits were 8.8% at June 30, 1999, compared to 10.0% at
year-end 1998. At June 30, 1999, Alabama National had unused federal funds lines
of approximately $156.1 million, unused lines at the Federal Home Loan Bank of
$111.5 million and an unused credit line at an independent bank of $7.7 million.
Management analyzes the level of off-balance sheet assets such as unfunded loan
commitments and outstanding letters of credit as they relate to the levels of
cash, cash equivalents, liquid investments, and available funds lines in an
attempt to minimize the possibility that a potential liquidity shortfall will
exist. Based on this analysis, management believes that Alabama National has
adequate liquidity to meet short-term operating requirements. However, no
assurances can be given in this regard.
Alabama National's stockholders' equity increased by $3.5 million from
December 31, 1998 to $134.5 million at June 30, 1999. This increase was
attributable to:
<TABLE>
<S> <C>
Net income................................... $10,399,000
Exercise of options.......................... 704,000
Issue common stock........................... (62,000)
Dividends.................................... (3,976,000)
Termination of ESOP plan..................... 75,000
Decrease in unrealized gain on securities
available for sale, net of deferred taxes.. (3,624,000)
-----------
Net increase................................. $ 3,516,000
===========
</TABLE>
A strong capital position is vital to the continued profitability of Alabama
National because it promotes depositor and investor confidence and provides a
solid foundation for future growth of the organization. The capital of Alabama
National
28
<PAGE>
and its subsidiary banks (the "Banks") exceeded all prescribed regulatory
capital guidelines at June 30, 1999. Under the capital guidelines of their
regulators, Alabama National and the Banks are currently required to maintain a
minimum risk-based total capital ratio of 8%, with at least 4% being Tier 1
capital. Tier 1 capital consists of common stockholders' equity, qualifying
perpetual preferred stock, and minority interests in equity accounts of
consolidated subsidiaries, less goodwill. In addition, Alabama National and the
Banks must maintain a minimum Tier 1 leverage ratio (Tier 1 capital to total
assets) of at least 3%, but this minimum ratio is increased by 100 to 200 basis
points for other than the highest rated institutions. The following table sets
forth the risk-based and leverage ratios of Alabama National and each subsidiary
bank at June 30, 1999:
<TABLE>
<CAPTION>
Tier 1 Risk Total Risk Tier 1
Based Based Leverage
----------- ---------- --------
<S> <C> <C> <C>
Alabama National BanCorporation...................... 9.63% 10.88% 7.72%
National Bank of Commerce of Birmingham.............. 9.09 10.34 7.86
Alabama Exchange Bank................................ 12.66 13.91 7.94
Bank of Dadeville.................................... 12.30 13.31 8.49
Citizens & Peoples Bank, N.A. ....................... 15.11 16.28 9.51
Community Bank of Naples, N.A. ...................... 12.31 13.56 7.48
First American Bank.................................. 10.11 11.36 8.69
First Citizens Bank, N.A. ........................... 15.14 16.39 8.78
First Gulf Bank...................................... 8.62 9.87 7.10
Georgia State Bank................................... 10.83 12.06 7.81
Public Bank.......................................... 14.86 16.11 9.49
Required minimums.................................... 4.00 8.00 4.00
</TABLE>
Year 2000
- ---------
Alabama National is aware of the many areas affected by the Year 2000 computer
issue as addressed by the Federal Financial Institutions Examination Council
("FFIEC") in its interagency statement which provided an outline for
institutions to effectively manage the Year 2000 challenges. The board of
directors has approved a Year 2000 plan, which includes multiple phases, tasks
to be completed, and target dates for completion. Issues addressed therein
include awareness, assessment, validation, implementation, testing and
contingency planning. Progress under this plan is reported to the board of
directors on a regular basis.
Alabama National's core bank operating software has been certified by the vendor
to be Year 2000 compliant. To verify this compliance, the Company loaded the
software along with general ledger data onto a separate test system. Dates on
the test system were advanced into 2000, and results from this test have been
validated by Alabama National personnel. Alabama National's testing and
validation of results indicate that the core bank operating software is 100%
Year 2000 compliant and Alabama National's mission critical systems are also
100% compliant. The Company also has a number of non-mission critical systems,
and any Year 2000 compliance testing that Alabama National itself can perform on
these systems is complete. There are also systems provided by third party
vendors for which Alabama National is reliant upon the vendors to provide
testing data to validate. All such outside vendors indicate that they will
provide all remaining test data to Alabama National prior to September 30, 1999.
At the present time, Alabama National is approximately 99% compliant on its
non-mission critical systems and plans to have validated compliance on the
remaining systems by September 30, 1999.
In addition to the systems outlined above, Alabama National is tracking the Year
2000 readiness of its utility companies and is finalizing contingency plans for
these services to critical operations.
Since it routinely upgrades and purchases technologically advanced software and
hardware, Alabama National has determined that the costs of making modifications
to correct any Year 2000 issues will not materially affect reported operating
results. Alabama National estimates that its remaining capital expenditures to
prepare for Year 2000 and correct for any Year 2000 issues should not exceed
$50,000, and its remaining operating expenditures (including personnel expenses
for Company employees) should not exceed $50,000. Alabama National also hired an
independent outside consulting firm to review its preparation for Year 2000.
This review confirmed Alabama National's Year 2000 compliance status.
Alabama National also recognizes the importance of determining that its
borrowers are addressing the Year 2000 problem to avoid deterioration of the
loan portfolio solely due to this issue. All material relationships have been
identified to assess the inherent risks and Year 2000 questionnaires have been
obtained from such borrowers where considered appropriate. Deposit customers
have received statement stuffers and informational material in this regard.
Alabama National is working on a one-on-one basis with any borrower that has
been identified as having high Year 2000 risk exposure.
29
<PAGE>
Management does not believe that Alabama National will incur significant
additional costs associated with the Year 2000 issue. However, management cannot
predict the amount of financial difficulties it may incur due to customer and
vendor inability to perform according to their agreements with Alabama National
or the effects that other third parties may bring as a result of this issue.
Alabama National also anticipates that deposit customers may perceive a need for
increased cash in the latter part of 1999 and management has made liquidity
contingency plans to address this potential additional need for currency.
Management has held discussions with the Federal Reserve and the Federal Home
Loan Bank with regard to such potential increased currency and funding needs.
Although the Federal Reserve has announced plans to increase the amount of
currency in circulation in preparing for Year 2000, a lack of liquidity in the
financial system could have a significant negative impact on Alabama National.
Accordingly, there can be no assurance that the failure or delay of others to
address the issue or that the costs involved in such process will not have a
material adverse impact on Alabama National's business, financial condition and
results of operations.
Alabama National's contingency plans are being tested and may be modified as
testing progresses. The Securities and Exchange Commission has asked reporting
companies to address a reasonable "worst case" scenario with respect to the Year
2000 issue. Management's estimate of the "worst case" scenario is a loss of
electrical power and telecommunications service. Alabama National is prepared to
have a backup electrical power generator to run its mainframe computer system in
case of difficulties with its electricity vendor, but is unable to ascertain how
such a loss of electrical power would impact its operations and those of its
customers if such power loss was sustained for a material length of time.
30
<PAGE>
Part II Other Information
Item 4 -- Submission of Matters to a Vote of Security-Holders
Alabama National held its Annual Meeting of Stockholders on April 22, 1999. At
the meeting, the stockholders of the Company were asked to vote on two matters.
The first was the election of 14 directors to serve until the next annual
meeting of stockholders and their successors are elected and qualified. The
second matter requiring shareholder approval was a proposal to adopt the Alabama
National BanCorporation 1999 Long Term Incentive Plan. The results of the
shareholder voting on these matters are summarized as follows:
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
---------- -------- -------
<S> <C> <C> <C>
Election of directors:
W. Ray Barnes...................................... 8,725,070 26,856 -
Dan M. David....................................... 8,725,661 26,265 -
T. Morris Hackney.................................. 8,420,247 331,679 -
John H. Holcomb, III............................... 8,724,989 26,937 -
John D. Johns...................................... 8,726,054 25,872 -
John J. McMahon, Jr. .............................. 8,726,054 25,872 -
C. Phillip McWane.................................. 8,726,054 25,872 -
William D. Montgomery.............................. 8,726,054 25,872 -
Drayton Nabers, Jr. ............................... 8,726,024 25,902 -
Victor E. Nichol, Jr. ............................. 8,726,054 25,872 -
C. Lloyd Nix....................................... 8,723,243 28,683 -
G. Ruffner Page, Jr. .............................. 8,723,391 28,535 -
William E. Sexton.................................. 8,723,243 28,683 -
W. Stancil Starnes................................. 8,726,024 25,902 -
Approval of Alabama National BanCorporation 1999
Long Term Incentive Plan............................ 8,107,697 472,034 172,195
</TABLE>
31
<PAGE>
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits: Exhibit 3.1 - Certificate of Incorporation (filed as an Exhibit
to Alabama National's Registration Statement on Form S-1
(Commission File no. 33-83800) and incorporated herein by
reference).
Exhibit 3.1A - Certificate of Amendment of Certificate of
Incorporation (filed as an Exhibit to Alabama National's
Annual Report of Form 10-K for the year ended December 31,
1994 and incorporated herein by reference).
Exhibit 3.1B - Certificate of Merger (filed as an Exhibit to
Alabama National's Annual Report of Form 10-K for the year
ended December 31, 1995 and incorporated herein by
reference).
Exhibit 3.1C - Certificate of Amendment of Certificate of
Incorporation dated April 23, 1998 (filed as an Exhibit to
Alabama National's Report of Form 10-Q for the quarter ended
June 30, 1998 and incorporated herein by reference).
Exhibit 3.2 - Bylaws (filed as an Exhibit to Alabama National's
Registration Statement on Form S-1 (Commission File No.
33-83800) and incorporated herein by reference).
Exhibit 10.1 - Promissory note dated April 15, 1999 executed by
William G. Sanders, Jr. in favor of Alabama National
BanCorporation.
Exhibit 10.2 - Third Amendment to Credit Agreement between
Alabama National and AmSouth Bank dated June 23, 1999.
Exhibit 11 - Computation of Earnings Per Share
Exhibit 27 - Financial Data Schedules (for SEC use only)
(b) Reports on Form 8-K
None
32
<PAGE>
SIGNATURES
Pursuant to the requirements 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.
ALABAMA NATIONAL BANCORPORATION
Date: August 11, 1999 /s/ John H. Holcomb, III
--------------- ----------------------------------------
John H. Holcomb, III, its Chairman and
Chief Executive Officer
Date: August 11, 1999 /s/ William E. Matthews, V.
--------------- ------------------------------------------
William E. Matthews, V., its Executive
Vice President and Chief Financial Officer
33
<PAGE>
EXHIBIT 10.1
------------
$18,283.00 Birmingham, Alabama
April 15, 1999
PROMISSORY NOTE
---------------
FOR VALUE RECEIVED, without grace, WILLIAM G. SANDERS, JR. (the
"Borrower"), promises to pay to the order of Alabama National BanCorporation, a
Delaware corporation (herein called the "Lender," and together with any
subsequent holder of this note called the "Holder"), in the manner set forth
below, the principal sum of Eighteen Thousand Two Hundred, Eighty-Three and
00/100 Dollars ($18,283.00), plus interest at the rate set forth below.
This Note shall bear interest (computed on an Actual/360 Day Basis) on the
unpaid principal balance hereof, from the date of disbursement until payment in
full, at a fixed interest rate equal to six percent (6.0%) per annum.
Principal and interest shall be payable under this Note on April 15, 2000.
The Borrower further agrees with the Holder as follows:
SECTION 1 Rules of Construction. This Note is subject to the rules of
---------------------
construction set forth in the Security Documents.
SECTION 2 Definitions. As used in this Note, capitalized terms that are not
-----------
otherwise defined herein have the meanings defined for them in the Security
Documents and the following terms are defined as follows:
(a) Actual/360 Day Basis means a method of computing interest and other
--------------------
charges on the basis of an assumed year of 360 days for the actual number of
days elapsed, meaning that the interest accrued for each day will be computed by
multiplying the interest rate applicable on that day by the unpaid principal
balance on that day and dividing the result by 360.
(b) Business Day means any day, excluding Saturday and Sunday, on which
------------
the Lender's main office in Birmingham, Alabama, is open to the public for
carrying on substantially all of its banking business.
(c) Credit Documents means this Note, the Security Documents and all
----------------
other documents now or hereafter executed or delivered in connection with the
transactions contemplated thereby.
(d) Default Rate means a rate of interest equal to four percentage points
------------
(400 basis points) in excess of the highest interest rate that would otherwise
be payable on the principal indebtedness evidenced by this Note from time to
time in the absence of the existence of a default, or the maximum rate permitted
by law, whichever is less.
(e) Event of Default is defined in Section 8. An Event of Default
----------------
"exists" if an Event of Default has occurred and is continuing.
(f) Obligors means the Borrower, each other person executing any
--------
Security Document as a grantor, (if the Borrower or any such grantor is a
partnership) any general partner thereof, and any other maker, endorser, surety,
guarantor or other person now or hereafter liable for the payment or
performance, in whole or in part, of any of the obligations evidenced by this
Note.
(g) Security Documents means the Pledge Agreement dated of even date
------------------
herewith executed by the Borrower in favor of the Lender and all other documents
now or hereafter securing or guaranteeing the obligations evidenced by this
Note, or any part thereof.
SECTION 3 Place and Time of Payments.
--------------------------
<PAGE>
(a) All payments by the Borrower to the Holder under this Note shall be
made in lawful currency of the United States and in immediately available funds
to the Lender at its Main Office in Birmingham, Alabama or at such other address
within the continental United States as shall be specified by the Holder by
notice to the Borrower. Any payment received by the Holder after 2:00 p.m.
(Birmingham, Alabama time) on a Business Day (or at any time on a day that is
not a Business Day) shall be deemed made by the Borrower and received by the
Holder on the following Business Day.
(b) All amounts payable by the Borrower to the Holder under this Note or
any of the other Credit Documents for which a payment date is expressly set
forth herein or therein shall be payable on the specified due date without
notice or demand by the Holder. All amounts payable by the Borrower to the
Holder under this Note or the other Credit Documents for which no payment date
is expressly set forth herein or therein shall be payable ten days after written
demand by the Holder to the Borrower. The Holder may, at its option, send
written notice or demand to the Borrower of amounts payable on a specified due
date pursuant to this Note or the other Credit Documents, but the failure to
send such notice shall not affect or excuse the Borrower's obligation to make
payment of the amounts due on the specified due date.
(c) Payments that are due on a day that is not a Business Day shall be
payable on the next succeeding Business Day, and any interest payable thereon
shall be payable for such extended time at the specified rate.
SECTION 4 Default Rate. If an Event of Default exists, this Note shall bear
------------
interest at the Default Rate, until the earlier of (a) such time as all amounts
due hereunder are paid in full or (b) no such Event of Default exists.
SECTION 5 Security Documents. This Note with interest is secured by and
------------------
entitled to the benefits of the Security Documents. Reference to the Security
Documents is hereby made for all of the provisions thereof. This Note shall be
secured by all security documents that by their terms secure this Note, whether
or not described herein, and all such documents shall constitute Security
Documents.
SECTION 6 Events of Default. The occurrence of any of the following events
-----------------
shall constitute an event of default ("Event of Default") under this Note
(whatever the reason for such event and whether or not it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any Governmental
Requirement): (a) any representation or warranty made in any of the Credit
Documents shall prove to be false or misleading in any material respect as of
the time made; or (b) any report, certificate, financial statement or other
instrument furnished in connection with this Note or any of the other Credit
Documents shall prove to be false or misleading in any material respect as of
the time furnished; or (c) default shall be made in the payment when due of any
of the obligations evidenced by this Note or any part thereof; or (d) any
default or event of default, as therein defined, shall occur under any of the
other Credit Documents (after giving effect to any applicable notice, grace or
cure period specified therein).
SECTION 7 Acceleration. If an Event of Default exists that does not already
------------
result in the automatic acceleration of this Note under another Credit Document,
the Holder shall have the right without further notice to the Borrower to
declare the entire unpaid principal balance of the indebtedness evidenced by
this Note, with accrued interest, to be immediately due and payable.
SECTION 8 Certain Waivers and Agreements by Obligors.
------------------------------------------
(a) As to the obligations evidenced by this Note, each Obligor severally
(1) waives demand, presentment, protest, notice of protest, suit and all other
requirements necessary to hold liable such Obligor or any of the other Obligors;
(2) waives all exemptions of personal property secured to any Obligor under the
Constitution and laws of the State of Alabama or any other state; and (3) agrees
to pay all costs of collection, including a reasonable attorney's fee, in the
event default should be made in the payment of any of the obligations evidenced
by this Note.
(b) Each Obligor severally (1) acknowledges that the Lender has not made
any representations or entered into any agreements with such Obligor to induce
such Obligor to enter into the transactions contemplated by this Note except as
set forth in writing in the Credit Documents; (2) agrees upon request such
Obligor will furnish financial statements to the Holder and grant the Holder
access to such Obligor's books and records; (3) agrees that any obligations of
any Obligor may, from time to time, in whole or in part, be renewed, extended,
modified, accelerated, compromised, discharged or released by the Holder, and
any collateral, lien, right of set-off or other security for the obligations
evidenced by this Note or any other obligations of any Obligor to the Holder
may, from time to time, in whole or in part, be exchanged, sold, released,
-2-
<PAGE>
satisfied, or terminated, all without notice to, or in any way affecting or
releasing any of the obligations of any other Obligor; and (4) agrees that the
Holder will not be required first to resort to any Security Document, any
guaranty or any other security pledged or granted to the Holder, but upon a
default under this Note or any of the Security Documents, the Holder may
forthwith look to any Obligor for payment hereunder or may look to and realize
upon any other security held by the Holder, in any order the Holder chooses,
until the entire debt evidenced by this Note is paid.
SECTION 9 Independent Obligations. The Borrower agrees that each of the
-----------------------
obligations of the Borrower to the Holder under this Note may be enforced
against the Borrower without the necessity of joining any other Obligor, any
other holders of Liens in any Property or any other person, as a party.
SECTION 10 Heirs, Successors and Assigns. Whenever in this Note any party
-----------------------------
hereto is referred to, such reference shall be deemed to include the heirs,
successors and assigns of such party, except that the Borrower may not assign or
transfer its obligations under this Note without the prior written consent of
the Holder; and all obligations of the Borrower under this Note shall bind the
Borrower's heirs, successors and assigns and shall inure to the benefit of the
successors and assigns of the Holder.
SECTION 11 Governing Law. This Note shall be construed in accordance with
-------------
and governed by Title 9 of the U.S. Code and the internal laws of the State of
Alabama except as required by mandatory provisions of law (without regard to
conflict of law principles).
SECTION 12 Separability Clause. If any provision of the this Note shall be
-------------------
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.
SECTION 13 No Oral Agreements. This Note is the final expression of the
------------------
agreement between the parties hereto, and this Note may not be contradicted by
evidence of any prior oral agreement between such parties. All previous oral
agreements between the parties hereto have been incorporated into this Note and
the other Credit Documents, and there is no unwritten oral agreement between the
parties hereto in existence.
SECTION 14 Waiver and Election. The exercise by the Holder of any option
-------------------
given under this Note or the Security Documents shall not constitute a waiver of
the right to exercise any other option. No failure or delay on the part of the
Holder in exercising any right, power or remedy under this Note or the Security
Documents shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right, power or remedy preclude any further exercise
thereof or the exercise of any other right, power or remedy. No modification,
termination or waiver of any provisions of this Note, nor consent to any
departure by the Borrower therefrom, shall be effective unless in writing and
signed by an authorized officer of the Holder, and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given. No notice to or demand on the Borrower in any case shall
entitle the Borrower to any other or further notice or demand in similar or
other circumstances.
SECTION 15 Set-off. While any Event of Default exists, the Lender is
-------
authorized at any time and from time to time, without notice to the Borrower
(any such notice being expressly waived by the Borrower), to set off and apply
any and all deposits (general or special, time or demand, provisional or final)
at any time held and other indebtedness at any time owing by the Lender to or
for the credit or the account of the Borrower against any and all of the
obligations evidenced by this Note, irrespective of whether or not the Lender
shall have made any demand under this Note and although such obligations may be
unmatured. The rights of the Lender under this Section 18 are in addition to all
other rights and remedies (including other rights of set-off or pursuant to any
banker's lien) that the Lender may have.
SECTION 16 Time of Essence. Time is of the essence of this Note.
---------------
SECTION 17 Submission to Jurisdiction. The Borrower irrevocably (a)
--------------------------
acknowledges that this Note will be accepted by the Lender and performed by the
Borrower in the State of Alabama; (b) submits to the jurisdiction of each state
or federal court sitting in Jefferson County, Alabama (collectively, the
"Courts") over any suit, action or proceeding arising out of or relating to this
Note (to enforce the arbitration provisions hereof or, if the arbitration
provisions are found to be unenforceable, to determine any issues arising out of
or relating to this Note) or any of the other Credit Documents (individually, an
"Agreement Action"); (c) waives, to the fullest extent permitted by law, any
objection or defense that the Borrower may now or hereafter have based on
improper venue, lack of personal jurisdiction, inconvenience of forum or any
-3-
<PAGE>
similar matter in any Agreement Action brought in any of the Courts; (d) agrees
that final judgment in any Agreement Action brought in any of the Courts shall
be conclusive and binding upon the Borrower and may be enforced in any other
court to the jurisdiction of which the Borrower is subject, by a suit upon such
judgment; (e) consents to the service of process on the Borrower in any
Agreement Action by the mailing of a copy thereof by registered or certified
mail, postage prepaid, to the Borrower at the Borrower's address designated at
the end of this Note; (f) agrees that service in accordance with Section 20(e)
shall in every respect be effective and binding on the Borrower to the same
extent as though served on the Borrower in person by a person duly authorized to
serve such process; and (g) AGREES THAT THE PROVISIONS OF THIS SECTION, EVEN IF
FOUND NOT TO BE STRICTLY ENFORCEABLE BY ANY COURT, SHALL CONSTITUTE "FAIR
WARNING" TO THE BORROWER THAT THE EXECUTION OF THIS NOTE MAY SUBJECT THE
BORROWER TO THE JURISDICTION OF EACH STATE OR FEDERAL COURT SITTING IN JEFFERSON
COUNTY, ALABAMA WITH RESPECT TO ANY AGREEMENT ACTIONS, AND THAT IT IS
FORESEEABLE BY THE BORROWER THAT THE BORROWER MAY BE SUBJECTED TO THE
JURISDICTION OF SUCH COURTS AND MAY BE SUED IN THE STATE OF ALABAMA IN ANY
AGREEMENT ACTIONS. Nothing in this Section 20 shall limit or restrict the
Lender's right to serve process or bring Agreement Actions in manners and in
courts otherwise than as herein provided.
SECTION 18 Usury Laws. Any provision of this Note or any of the other
----------
Credit Documents to the contrary notwithstanding, the Borrower and the Lender
agree that they do not intend for the interest or other consideration provided
for in this Note and the other Credit Documents to be greater than the maximum
amount permitted by applicable law. Regardless of any provision in this Note or
any of the other Credit Documents, the Lender shall not be entitled to receive,
collect or apply, as interest on the Obligations, any amount in excess of the
maximum rate of interest permitted to be charged under applicable law until such
time, if any, as that interest, together with all other interest then payable,
falls within the then applicable maximum lawful rate of interest. If the Lender
shall receive, collect or apply any amount in excess of the then maximum rate of
interest, the amount that would be excessive interest shall be applied first to
the reduction of the principal amount of the Obligations then outstanding in the
inverse order of maturity, and second, if such principal amount is paid in full,
any excess shall forthwith be returned to the Borrower. In determining whether
the interest paid or payable under any specific contingency exceeds the highest
lawful rate, the Borrower and the Lender shall, to the maximum extent permitted
under applicable law, (a) characterize any nonprincipal payment as an expense,
fee or premium rather than as interest, (b) exclude voluntary prepayments and
the effects thereof, (c) consider all the Obligations as one general obligation
of the Borrower, and (d) "spread" the total amount of the interest throughout
the entire term of this Note so that the interest rate is uniform throughout the
entire term of this Note.
SECTION 19 Arbitration; Dispute Resolution; Preservation of Foreclosure
------------------------------------------------------------
Remedies.
- --------
(a) The Borrower represents to the Lender that its business and affairs
constitute substantial interstate commerce and that it contemplates using the
proceeds of this Note in substantial interstate commerce. Except as otherwise
specifically set forth below, any action, dispute, claim, counterclaim or
controversy ("Dispute" or "Disputes"), between or among the Lender, the Borrower
or any other Obligor, including any claim based on or arising from an alleged
tort, shall be resolved by arbitration as set forth below. As used herein,
Disputes shall include all actions, disputes, claims, counterclaims or
controversies arising in connection with this Note, any extension of or
commitment to extend credit by the Lender, any collection of any indebtedness
owed to the Lender, any security or collateral given to the Lender, any action
taken (or any omission to take any action) in connection with any of the
foregoing, any past, present and future agreement between or among the Lender,
the Borrower or any other Obligor (including this Note and any Credit Document),
and any past, present or future transactions between or among the Lender, the
Borrower or any other Obligor. Without limiting the generality of the foregoing,
Disputes shall include actions commonly referred to as lender liability actions.
(b) All Disputes shall be resolved by binding arbitration in accordance
with Title 9 of the U.S. Code and the Commercial Arbitration Rules of the
American Arbitration Association (the "AAA"). Defenses based on statutes of
limitation, estoppel, waiver, laches and similar doctrines, that would otherwise
be applicable to an action brought by a party, shall be applicable in any such
arbitration proceeding, and the commencement of an arbitration proceeding with
respect to this Note shall be deemed the commencement of an action for such
purposes.
(c) Notwithstanding the foregoing, the Borrower and each other Obligor
agrees that the Lender shall have the option, but not the obligation, to submit
to and pursue in a court of law any claim against the Borrower or any other
Obligor for a debt due. The Borrower and each other Obligor agrees that, if the
Lender pursues such a claim in a court of
-4-
<PAGE>
law, (1) failure of the Lender to assert any additional claim in such proceeding
shall not be deemed a waiver of, or estoppel to pursue, such claim as a claim or
counterclaim in arbitration as set forth above, and (2) the institution or
maintenance of a judicial action hereunder shall not constitute a waiver of the
right of any party to submit any other action, dispute, claim or controversy as
described above, even though arising out of the same transaction or occurrence,
to binding arbitration as set forth herein. If the Borrower asserts a claim
against the Lender in arbitration or otherwise during the pendency of a claim
brought by the Lender in a court of law, the court action shall be stayed and
the parties shall submit to arbitration all claims.
(d) No provision of, nor the exercise of any rights under this Section,
shall limit the right of any party (1) to foreclose against any real or personal
property collateral by exercise of a power of sale under any Credit Document, or
by exercise of any rights of foreclosure or of sale under applicable law, (2) to
exercise self-help remedies such as set-off, or (3) to obtain provisional or
ancillary remedies such as injunctive relief, attachment or the appointment of a
receiver from a court having jurisdiction before, during or after the pendency
of any arbitration or referral. The institution and maintenance of an action for
judicial relief or pursuit of provisional or ancillary remedies or exercise of
self-help remedies shall not constitute a waiver of the right of any party,
including the plaintiff in such an action, to submit the Dispute to arbitration
or, in the case of actions on a debt, to judicial resolution.
(e) Whenever an arbitration is required hereunder, the arbitrator shall
be selected in accordance with the Commercial Arbitration Rules of the AAA. The
AAA shall designate a panel of 10 potential arbitrators knowledgeable in the
subject matter of the Dispute. Each of the Lender and the Obligor shall
designate, within 30 days of the receipt of the list of potential arbitrators,
one of the potential arbitrators to serve, and the two arbitrators so designated
shall select a third arbitrator from the eight remaining potential arbitrators.
The panel of three arbitrators shall determine the resolution of the Dispute.
-5-
<PAGE>
IN WITNESS WHEREOF, the undersigned has executed and delivered this Note
dated the date first written above.
/s/ William G. Sanders, Jr.
---------------------------
Signature of Borrower
WILLIAM G. SANDERS, JR.
---------------------------
Please Print Name
Send Correspondence and Billings to:
William G. Sanders, Jr.
---------------------------
8 Clarendon Road
---------------------------
Birmingham, Alabama 35213
---------------------------
-6-
<PAGE>
EXHIBIT 10.2
------------
THIRD AMENDMENT TO CREDIT AGREEMENT
-----------------------------------
THIS THIRD AMENDMENT TO CREDIT AGREEMENT ("this Amendment") dated as of May
31, 1999 but executed on June 23, 1999 is entered into by ALABAMA NATIONAL
BANCORPORATION, a Delaware corporation (the "Borrower") and AMSOUTH BANK, an
Alabama banking corporation (the "Lender").
Recitals
--------
1. 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 and a Second Amendment thereto dated as of January 19, 1998 (as
so amended, the "Agreement").
2. The Borrower and the Lender now desire to further amend the definition
of "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:
a. Capitalized terms used in this Amendment and not otherwise defined
herein have the respective meanings attributed thereto in the Agreement.
b. 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, 2000, as such date may be
-------------------------
extended from time to time pursuant to Section 2.5 or accelerated pursuant to
Section 7.2.
c. 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.
-----------------
d. 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
<PAGE>
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.
e. 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.
f. The Borrower certifies that the organizational documents of the
Borrower have not been amended since March 6, 1998.
g. 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.
h. 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 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.
i. 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.
j. This Amendment shall be governed by the laws of the State of Alabama.
-2-
<PAGE>
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/ William E. Matthews, V
------------------------------------
Its Executive Vice President and CFO
----------------------------------
Dated: June 23, 1999
AMSOUTH BANK
By /s/ John M. Kettig
------------------------------------
Its Senior Vice President
Dated: June 23, 1999
-3-
<PAGE>
REVISED
EXHIBIT D
---------
Subsidiaries Stock Information
------------------------------
Subsidiary Certificate No. of
---------- No. Shares
----------- ----------
1. National Bank of Commerce of Birmingham 204 659,251
2. Alabama Exchange Bank C285 3,134
C284 16,006
C283 21
C281 102
3. Bank of Dadeville 445 4,000
4. First Gulf Bank 2 2,500
5. Citizens and Peoples Bank 3 25,000
National Association
6. First American Bank 781 20,000
7. Public Bank of St. Cloud 365 231,550
8. First Citizens Bank, 552 986 2/3
National Association
9. Community Bank of Naples, 001 1,000,000
National Association
10. Georgia State Bank 2 453,912
D-1
<PAGE>
EXHIBIT 11
Alabama National BanCorporation
Computation of Earnings Per Share (Unaudited)
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Per Share
Income Shares Amount
--------- ------ ---------
<S> <C> <C> <C>
THREE MONTHS ENDED JUNE 30, 1999
Basic EPS net income.................................... $ 5,380 11,100 $0.49
Effect of dilutive securities options................... - 167 =====
------- ------
Diluted EPS............................................. $ 5,380 11,267 $0.48
======= ====== =====
THREE MONTHS ENDED JUNE 30, 1998
Basic EPS net income.................................... $ 4,749 10,694 $0.44
Effect of dilutive securities options................... - 443 =====
------- ------
Diluted EPS............................................. $ 4,749 11,137 $0.43
======= ====== =====
SIX MONTHS ENDED JUNE 30, 1999
Basic EPS net income.................................... $10,399 11,061 $0.94
Effect of dilutive securities options................... - 175 =====
------- ------
Diluted EPS............................................. $10,399 11,236 $0.93
======= ====== =====
SIX MONTHS ENDED JUNE 30, 1998
Basic EPS net income.................................... $ 9,299 10,653 $0.87
Effect of dilutive securities options................... - 456 =====
------- ------
Diluted EPS............................................. $ 9,299 11,109 $0.84
======= ====== =====
</TABLE>
34
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 81,911
<INT-BEARING-DEPOSITS> 1,496
<FED-FUNDS-SOLD> 40,648
<TRADING-ASSETS> 6,333
<INVESTMENTS-HELD-FOR-SALE> 297,447
<INVESTMENTS-CARRYING> 25,309
<INVESTMENTS-MARKET> 25,624
<LOANS> 1,196,073
<ALLOWANCE> 17,335
<TOTAL-ASSETS> 1,776,413
<DEPOSITS> 1,414,078
<SHORT-TERM> 14,339
<LIABILITIES-OTHER> 44,466
<LONG-TERM> 46,079
0
0
<COMMON> 11,185
<OTHER-SE> 123,324
<TOTAL-LIABILITIES-AND-EQUITY> 1,776,413
<INTEREST-LOAN> 47,395
<INTEREST-INVEST> 9,478
<INTEREST-OTHER> 1,606
<INTEREST-TOTAL> 58,479
<INTEREST-DEPOSIT> 22,080
<INTEREST-EXPENSE> 27,141
<INTEREST-INCOME-NET> 31,338
<LOAN-LOSSES> 930
<SECURITIES-GAINS> 189
<EXPENSE-OTHER> 30,619
<INCOME-PRETAX> 15,242
<INCOME-PRE-EXTRAORDINARY> 15,242
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 10,399
<EPS-BASIC> .94
<EPS-DILUTED> .93
<YIELD-ACTUAL> 7.87
<LOANS-NON> 3,470
<LOANS-PAST> 0
<LOANS-TROUBLED> 456
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 16,540
<CHARGE-OFFS> 530
<RECOVERIES> 395
<ALLOWANCE-CLOSE> 17,335
<ALLOWANCE-DOMESTIC> 17,335
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 17,335
</TABLE>
