<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 2000
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) 583-3600
--------------
_____________________________________________
(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 10, 2000
----- ------------------------------
Common Stock, $1.00 Par Value 11,045,469
<PAGE>
INDEX
ALABAMA NATIONAL BANCORPORATION AND SUBSIDIARIES
<TABLE>
<CAPTION>
PART 1. FINANCIAL INFORMATION PAGE
----------------------------- ----
<S> <C>
Item 1. Financial Statements (Unaudited)
Consolidated statements of condition
June 30, 2000 and December 31, 1999.................................................................... 3
Consolidated statements of income
Three months ended June 30, 2000 and 1999;
six months ended June 30, 2000 and 1999................................................................ 4
Consolidated statements of other comprehensive income
Three months ended June 30, 2000 and 1999;
six months ended June 30, 2000 and 1999................................................................ 8
Consolidated statements of cash flows
six months ended June 30, 2000 and 1999................................................................ 10
Notes to the unaudited consolidated financial statements
June 30, 2000.......................................................................................... 11
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.............................................................................. 14
Item 3. Quantitative and Qualitative Disclosures about Market Risk............................................. 28
PART II. OTHER INFORMATION
--------------------------
Item 4. Submission of Matters to a Vote of Security Holders.................................................... 28
Item 6. Exhibits and Reports on Form 8-K....................................................................... 28
SIGNATURES....................................................................................................... 29
</TABLE>
FORWARD-LOOKING INFORMATION
---------------------------
Statements contained in this Quarterly Report on Form 10-Q that are not
historical facts are forward-looking statements. In addition, Alabama National
BanCorporation ("Alabama National" or, the "Company"), 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 (Unaudited)
Alabama National BanCorporation and Subsidiaries
Consolidated Statements of Condition
------------------------------------
(In thousands, except share amounts)
<TABLE>
<CAPTION>
June 30, 2000 December 31, 1999
------------- -----------------
(Unaudited)
<S> <C> <C>
Assets
Cash and due from banks........................................................ $ 92,231 $ 73,125
Interest-bearing deposits in other banks....................................... 1,760 6,768
Investment securities (estimated market values of $36,275 and $19,738)......... 36,070 19,616
Securities available for sale.................................................. 311,315 325,507
Trading securities............................................................. 18 2,701
Federal funds sold and securities purchased under resell agreements............ 18,279 33,568
Loans held for sale............................................................ 7,126 8,615
Loans.......................................................................... 1,475,610 1,321,245
Unearned income................................................................ (1,024) (1,085)
------------ -----------
Loans, net of unearned income.................................................. 1,474,586 1,320,160
Allowance for loan losses...................................................... (19,159) (18,068)
------------ -----------
Net loans...................................................................... 1,455,427 1,302,092
Property, equipment and leasehold improvements, net............................ 46,636 43,855
Intangible assets.............................................................. 10,396 10,730
Cash surrender value of life insurance......................................... 40,092 31,642
Receivable from investment division customers.................................. 10,313 24,573
Other assets................................................................... 33,006 39,092
------------ -----------
Totals......................................................................... $ 2,062,669 $ 1,921,884
============ ===========
Liabilities and Stockholders' Equity
Deposits:
Noninterest bearing.......................................................... $ 237,530 $ 210,185
Interest bearing............................................................. 1,308,152 1,231,970
------------ -----------
Total deposits................................................................. 1,545,682 1,442,155
Federal funds purchased and securities sold under repurchase agreements........ 170,925 131,878
Treasury, tax and loan accounts................................................ 4,932 6,199
Short-term borrowings.......................................................... 84,389 18,389
Accrued expenses and other liabilities......................................... 32,270 61,003
Long-term debt................................................................. 80,968 124,005
------------ -----------
Total liabilities.............................................................. 1,919,166 1,783,629
Common stock, $1 par, authorized 17,500,000 shares; issued
11,187,019 shares at June 30, 2000 and December 31, 1999..................... 11,187 11,187
Additional paid-in capital..................................................... 81,939 81,939
Retained earnings.............................................................. 61,802 54,897
Treasury stock at cost, 145,550 and 121,129 shares at June 30, 2000 and
December 31, 1999, respectively............................................... (3,702) (3,226)
Accumulated other comprehensive income (loss), net of tax...................... (7,723) (6,542)
------------ -----------
Total stockholders' equity..................................................... 143,503 138,255
------------ -----------
Totals......................................................................... $ 2,062,669 $ 1,921,884
============ ===========
</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,
--------------
2000 1999
---- ----
<S> <C> <C>
Interest income:
Interest and fees on loans..................................................... $ 32,463 $ 24,236
Interest on securities......................................................... 5,997 4,659
Interest on deposits in other banks............................................ 68 17
Interest on trading securities................................................. 22 124
Interest on Federal funds sold and securities purchased
under resell agreements...................................................... 474 632
--------- ---------
Total interest income.............................................................. 39,024 29,668
Interest expense:
Interest on deposits........................................................... 15,538 11,293
Interest on Federal funds purchased and securities sold
under repurchase agreements.................................................. 2,472 1,587
Interest on long and short-term borrowings..................................... 2,320 826
--------- ---------
Total interest expense............................................................. 20,330 13,706
--------- ---------
Net interest income................................................................ 18,694 15,962
Provision for loan losses.......................................................... 627 368
--------- ---------
Net interest income after provision for loan losses................................ 18,067 15,594
Noninterest income:
Securities gains............................................................... - 23
Gain (loss) on disposition of assets........................................... (6) 222
Service charges on deposit accounts............................................ 1,935 1,784
Investment division income..................................................... 1,082 1,718
Securities brokerage income.................................................... 1,156 993
Trust department income........................................................ 569 545
Origination and sale of mortgage loans......................................... 947 1,131
Bank owned life insurance...................................................... 521 362
Insurance commissions.......................................................... 510 132
Other.......................................................................... 921 636
--------- ---------
Total noninterest income........................................................... 7,635 7,546
</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,
--------------
2000 1999
---- ----
<S> <C> <C>
Noninterest expense:
Salaries and employee benefits.............................................. 10,153 9,137
Occupancy and equipment expenses............................................ 2,051 1,722
Other....................................................................... 4,964 4,377
-------- --------
Total noninterest expense....................................................... 17,168 15,236
-------- --------
Income before provision for income taxes........................................ 8,534 7,904
Provision for income taxes...................................................... 2,631 2,524
-------- --------
Net income...................................................................... $ 5,903 $ 5,380
======== ========
Net income per common share (basic)............................................. $ .53 $ .48
======== ========
Weighted average common shares outstanding (basic).............................. 11,065 11,100
======== ========
Net income per common share (diluted)........................................... $ .53 $ .48
======== ========
Weighted average common shares outstanding (diluted)............................ 11,218 11,267
======== ========
</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,
--------------
2000 1999
---- ----
<S> <C> <C>
Interest income:
Interest and fees on loans........................................................... $ 61,921 $ 47,395
Interest on securities............................................................... 11,831 9,478
Interest on deposits in other banks.................................................. 124 21
Interest on trading securities....................................................... 62 209
Interest on Federal funds sold and securities purchased under resell agreements...... 1,180 1,376
--------- ---------
Total interest income.................................................................... 75,118 58,479
Interest expense:
Interest on deposits................................................................. 29,927 22,080
Interest on Federal funds purchased and securities sold under repurchase agreements.. 4,264 3,383
Interest on long and short-term borrowings........................................... 4,325 1,678
--------- ---------
Total interest expense................................................................... 38,516 27,141
--------- ---------
Net interest income...................................................................... 36,602 31,338
Provision for loan losses................................................................ 1,153 930
--------- ---------
Net interest income after provision for loan losses...................................... 35,449 30,408
Noninterest income:
Securities gains..................................................................... - 189
Gain (loss) on disposition of assets................................................. (8) 208
Service charges on deposit accounts.................................................. 3,753 3,622
Investment division income........................................................... 2,346 3,958
Securities brokerage income.......................................................... 2,460 1,886
Trust department income.............................................................. 1,139 1,070
Origination and sale of mortgage loans............................................... 1,735 2,369
Bank owned life insurance............................................................ 988 725
Insurance commissions................................................................ 1,097 132
Other................................................................................ 1,740 1,294
--------- ---------
Total noninterest income................................................................. 15,250 15,453
</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,
--------------
2000 1999
---- ----
<S> <C> <C>
Noninterest expense:
Salaries and employee benefits............................................ 20,204 18,490
Occupancy and equipment expenses.......................................... 3,992 3,387
Other..................................................................... 9,834 8,742
--------- ---------
Total noninterest expense.................................................... 34,030 30,619
--------- ---------
Income before provision for income taxes..................................... 16,669 15,242
Provision for income taxes................................................... 5,108 4,843
--------- ---------
Net income................................................................... $ 11,561 $ 10,399
========= =========
Net income per common share (basic).......................................... $ 1.04 $ .94
========= =========
Weighted average common shares outstanding (basic)........................... 11,066 11,061
========= =========
Net income per common share (diluted)........................................ $ 1.03 $ .93
========= =========
Weighted average common shares outstanding (diluted)......................... 11,212 11,236
========= =========
</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,
--------------
2000 1999
---- ----
<S> <C> <C>
Net income........................................................................ $ 5,903 $ 5,380
Other comprehensive income (loss):
Unrealized gains (loss) on securities available for sale...................... (1,230) (4,778)
Less: Reclassification adjustment for net gains included in net income............ - 23
-------- --------
Other comprehensive income (loss), before tax..................................... (1,230) (4,801)
Provision for (benefit of) income taxes related to items of other comprehensive
income........................................................................ (428) (1,568)
--------- ---------
Other comprehensive income (loss), net of tax..................................... (802) (3,233)
--------- ---------
Comprehensive income.............................................................. $ 5,101 $ 2,147
========= =========
</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,
--------------
2000 1999
---- ----
<S> <C> <C>
Net income................................................................................. $ 11,561 $ 10,399
Other comprehensive income (loss):
Unrealized gains (loss) on securities available for sale............................... (1,902) (5,204)
Less: Reclassification adjustment for net gains included in net income.................... - 189
--------- ---------
Other comprehensive income (loss), before tax.............................................. (1,902) (5,393)
Provision for (benefit of) income taxes related to items of other comprehensive income..... (721) (1,769)
--------- ---------
Other comprehensive income (loss), net of tax.............................................. (1,181) (3,624)
--------- ---------
Comprehensive income....................................................................... $ 10,380 $ 6,775
========= =========
</TABLE>
See accompanying notes to unaudited consolidated financial statements
9
<PAGE>
Alabama National BanCorporation and Subsidiaries
Consolidated Statements of Cash Flows (Unaudited)
-------------------------------------------------
(In thousands)
<TABLE>
<CAPTION>
For the six months
ended June 30,
--------------
2000 1999
---- ----
<S> <C> <C>
Net cash flows provided by operating activities........................................ $ 9,394 $ 6,687
Cash flows from investing activities:
Proceeds from maturities of investment securities...................................... 4,500 9,324
Purchases of investment securities...................................................... (20,954) -
Purchases of securities available for sale............................................. (32,091) (73,966)
Proceeds from sale of securities available for sale.................................... 125 256
Proceeds from maturities of securities available for sale.............................. 44,328 59,952
Net (increase) decrease in interest bearing deposits in other banks.................... 5,008 (1,271)
Net decrease in Federal funds sold and securities purchased under resell agreements.... 15,289 16,428
Net increase in loans.................................................................. (153,512) (101,298)
Purchases of property, equipment and leasehold improvements............................ (4,487) (5,619)
Cash paid for bank-owned life insurance................................................ (8,013) (198)
Costs capitalized on other real estate owned........................................... (48) -
Proceeds from sale of other real estate owned.......................................... 421 -
Proceeds from sale of property, equipment and leasehold improvements................... 8 41
---------- ----------
Net cash used in investing activities.................................................. (149,426) (96,351)
---------- ----------
Cash flows from financing activities:
Net increase in deposits............................................................... 103,527 138,903
Increase (decrease) in Federal funds purchased and securities sold under agreements
to repurchase...................................................................... 39,047 (45,703)
Net increase in short and long-term borrowings and capital leases...................... 21,696 10,896
Issue common stock..................................................................... - (62)
Exercise of stock options.............................................................. 7 704
Purchase of treasury stock............................................................. (491) -
Dividends on common stock.............................................................. (4,648) (3,976)
---------- ----------
Net cash provided by financing activities.............................................. 159,138 100,762
---------- ----------
Increase in cash and cash equivalents.................................................. 19,106 11,098
Cash and cash equivalents, beginning of period......................................... 73,125 70,813
---------- ----------
Cash and cash equivalents, end of period............................................... $ 92,231 $ 81,911
========== ==========
Supplemental schedule of noncash investing and financing activities
Acquisition of collateral in satisfaction of loans..................................... $ 513 $ 526
========== ==========
Adjustment to market value of securities available for sale, net of deferred income
taxes.............................................................................. $ (1,181) $ (3,624)
========== ==========
</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, 2000
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 six months ended June 30, 2000 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, 2000. These interim
financial statements should be read in conjunction with the consolidated
financial statements and footnotes thereto included in Alabama National's Annual
Report on Form 10-K for the year ended December 31, 1999.
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 Standard No. 133,
Accounting for Derivative Instruments and Hedging Activities, ("Statement 133"),
effective for all fiscal quarters of all fiscal years beginning after June 30,
1999. 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. Statement 133, as amended by Statement of Financial
Accounting Standards No. 137, Accounting for Derivative Instruments and Hedging
Activities-Deferral of the Effective Date of SFAS No. 133, and Statement of
Financial Accounting Standards No. 138, Accounting for Derivative Instruments
and Hedging activities--an amendment of SFAS No. 133, is effective for fiscal
years beginning after June 15, 2000, and is effective for interim periods in the
year of adoption. Management of the Company does not expect the adoption of
Statement 133 to have a material impact on its financial statements since the
Company does not invest in derivative instruments.
NOTE D - TREASURY STOCK REPURCHASE PLAN
----------------------------------------
On April 21, 2000, the board of directors of the Company authorized the
repurchase of up to 250,000 shares of its common stock either through open
market purchases, private transactions, or both through March 31, 2001. The
repurchased shares may be used for general corporate purposes, including
acquisitions and reissuance under certain stock benefit plans of the Company.
During the three months ended June 30, 2000, the Company repurchased 25,000
shares of its common stock. The number of shares ultimately repurchased will
depend on subsequent developments and market availability.
11
<PAGE>
NOTE E - 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 three months and six months ended June 30, 2000 and 1999.
ALABAMA NATIONAL BANCORPORATION
COMPUTATION OF EARNINGS PER SHARE (UNAUDITED)
<TABLE>
<CAPTION>
Per Share
Income Shares Amount
----------- ----------- ------------
<S> <C> <C> <C>
(In thousands, except per share amounts)
THREE MONTHS ENDED JUNE 30, 2000
Basic EPS net income........................................... $ 5,903 11,065 $0.53
=====
Effect of dilutive securities options.......................... - 153
------- ------
Diluted EPS.................................................... $ 5,903 11,218 $0.53
======= ====== =====
THREE MONTHS ENDED JUNE 30, 1999
Basic EPS net income........................................... $ 5,380 11,100 $0.48
=====
Effect of dilutive securities options.......................... - 167
------- ------
Diluted EPS.................................................... $ 5,380 11,267 $0.48
======= ====== =====
SIX MONTHS ENDED JUNE 30, 2000
Basic EPS net income........................................... $11,561 11,066 $1.04
=====
Effect of dilutive securities options.......................... - 146
------- ------
Diluted EPS.................................................... $11,561 11,212 $1.03
======= ====== =====
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
======= ====== =====
</TABLE>
NOTE F - BRANCH ACQUISITION
----------------------------
On May 26, 2000, First American Bank, a subsidiary of the Company, signed a
definitive agreement for the acquisition of two banking branches in Madison and
Huntsville, Alabama, previously owned by Southern Bank of Commerce. The
acquisition of the branches, which hold approximately $70 million in total
assets and $54 million in deposits as of June 30, 2000, was completed on
August 4, 2000. The acquisition will be accounted for as a purchase transaction.
12
<PAGE>
NOTE G - 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).
<TABLE>
<CAPTION>
Investment Securities Mortgage Retail and
Services Brokerage Trust Lending Insurance Commercial Corporate Elimination
Division Division Division Division Division Banking Overhead Entries Total
--------- ---------- ---------- -------- --------- ---------- ---------- ------------ --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Six months ended June 30,
-------------------------
2000:
-----
Interest income $ - $1,635 $ - $ 189 $ 11 $74,129 $ (29) $(817) $75,118
Interest expenses 817 114 6 37,821 575 (817) 38,516
------------------------------------------------------------------------------------------------------
Net interest income 818 75 5 36,308 (604) 36,602
Provision for loan losses 1,153 1,153
Noninterest income 2,346 2,460 1,139 1,810 1,097 6,388 10 15,250
Noninterest expense 2,369 2,803 699 1,292 998 24,355 $ 1,514 34,030
------------------------------------------------------------------------------------------------------
Net income before tax $ (23) $ 475 $ 440 $ 593 $ 104 $17,188 $(2,108) $ - $16,669
======================================================================================================
Six months ended June 30,
-------------------------
1999:
-----
Interest income $ - $ 864 $ - $ 328 $ - $57,672 $ (52) $(333) $58,479
Interest expenses 333 157 26,622 362 (333) 27,141
------------------------------------------------------------------------------------------------------
Net interest income 531 171 31,050 (414) 31,338
Provision for loan losses 930 930
Noninterest income 3,958 1,886 1,070 2,483 132 5,758 166 15,453
Noninterest expense 3,425 1,933 552 1,633 113 21,554 1,409 30,619
------------------------------------------------------------------------------------------------------
Net income before tax $ 533 $ 484 $ 518 $1,021 $ 19 $14,324 $(1,657) $ - $15,242
======================================================================================================
</TABLE>
Corporate overhead is comprised of compensation and benefits for certain members
of management, merger-related costs, interest expense on parent company debt,
amortization of intangibles and other expenses.
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 the Company and results of operations as of the dates and for the
periods indicated. All significant intercompany accounts and transactions have
been eliminated. The accounting and reporting policies of the Company conform
with generally accepted accounting principles and with general financial
services industry practices.
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, 1999.
Performance Overview
--------------------
Alabama National's net income was $5.90 million for the second quarter of 2000
(the "2000 second quarter") compared to $5.38 million for the second quarter of
1999 (the "1999 second quarter"). Net income for the six months ended June 30,
2000 (the "2000 six months") was $11.56 million compared to $10.40 million for
the six months ended June 30, 1999 (the "1999 six months"). Net income per
diluted common share for the 2000 and 1999 second quarters was $0.53 and $0.48,
respectively. For the 2000 six months, net income per diluted common share was
$1.03 compared to $0.93 for the 1999 six months.
The annualized return on average assets for Alabama National was 1.18% for the
2000 second quarter compared to 1.28% for the 1999 second quarter. The
annualized return on average assets for Alabama National was 1.17% for the 2000
six months compared to 1.24% for the 1999 six months. The annualized return on
average stockholders' equity increased for the 2000 second quarter to 16.62%, as
compared to 15.88% for the 1999 second quarter. The annualized return on
average stockholders' equity increased for the 2000 six months to 16.44%, as
compared to 15.55% for the 1999 six months. Book value per share at June 30,
2000 was $12.83, an increase of $0.34 from year-end 1999. Tangible book value
per share at June 30, 2000 was $11.90, an increase of $0.38 from year-end 1999.
Alabama National paid $0.42 in cash dividends on common shares during the 2000
six months, compared to $0.36 paid on common shares during the 1999 six months.
Net Income
----------
The principal reason for the increase in net income for each of the 2000 second
quarter and the 2000 six months, compared to the same periods in 1999, 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. Net interest income increased by $2.7 million, or 17.1%,
to $18.7 million during the 2000 second quarter from $16.0 million during the
1999 second quarter. Net interest income increased to $36.6 million during the
2000 six months from $31.3 million during the 1999 six months, representing an
increase of $5.3 million, or 16.8%. The increase in net interest income was
offset by an increase in noninterest expense of $1.9 million to $17.2 million
for the 2000 second quarter and $3.4 million to $34.0 million for the 2000 six
months, compared to $15.2 million and $30.6 million, respectively for the same
periods in 1999.
Average earning assets for the 2000 second quarter and 2000 six months increased
by approximately $305.2 million and $285.0 million, respectively, and was
matched by growth in average interest-bearing liabilities of $320.6 million and
$300.3 million during the 2000 second quarter and 2000 six months, respectively.
The average taxable equivalent rate earned on assets was 8.61% and 8.46% for the
2000 second quarter and 2000 six months compared to 7.85% and 7.87% for the 1999
second quarter and 1999 six months, respectively. The average rate paid on
interest-bearing liabilities was 5.05% and 4.89% for the 2000 second quarter and
2000 six months, respectively, compared to 4.23% and 4.27% for the 1999 second
quarter and 1999 six months, respectively. The net interest margin was 4.10% for
the 2000 second quarter and 2000 six months compared to 4.19% and 4.18% for 1999
second quarter and 1999 six months, respectively. The reduction in net interest
margin is largely due to strong loan demand in excess of growth in low cost
deposit accounts. This has resulted in much of the incremental growth of loans
being funded by higher cost liability sources, such as Federal Home Loan Bank
advances, in-market CD's, and brokered CD's.
14
<PAGE>
The following tables depict, on a taxable equivalent basis for the 2000 and 1999
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.
AVERAGE BALANCES, INCOME AND EXPENSES AND RATES
(Amounts in thousands, except yields and rates)
<TABLE>
<CAPTION>
Six months ended June 30,
----------------------------------------------------------------------
2000 1999
---------------------------------- --------------------------------
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).................................... $ 1,397,669 $ 62,025 8.92% $ 1,131,053 $ 47,499 8.47%
Securities:
Taxable......................................... 322,709 11,082 6.91 284,058 8,659 6.15
Tax exempt...................................... 30,466 1,135 7.49 33,384 1,241 7.50
Cash balances in other banks..................... 4,270 124 5.84 816 21 5.19
Funds sold....................................... 39,296 1,180 6.04 54,235 1,376 5.12
Trading account securities....................... 1,854 62 6.72 7,746 209 5.44
----------- --------- ------------ ---------
Total earning assets (2)....................... 1,796,264 75,608 8.46 1,511,292 59,005 7.87
----------- --------- ------------ ---------
Cash and due from banks........................... 70,910 62,515
Premises and equipment............................ 45,543 40,384
Other assets...................................... 85,012 89,873
Allowance for loan losses......................... (18,578) (17,012)
----------- ------------
Total assets.................................. $ 1,979,151 $ 1,687,052
=========== ============
Liabilities:
Interest-bearing liabilities:
Interest-bearing transaction accounts............ $ 240,928 3,685 3.08 186,946 2,051 2.21
Savings deposits................................. 302,186 5,245 3.49 316,587 5,206 3.32
Time deposits.................................... 743,751 20,997 5.68 568,465 14,823 5.26
Funds purchased.................................. 147,266 4,264 5.82 146,103 3,383 4.67
Other short-term borrowings...................... 32,473 1,104 6.84 28,441 754 5.35
Long-term debt................................... 116,367 3,221 5.57 36,123 924 5.16
----------- --------- ------------ ---------
Total interest-bearing liabilities............. 1,582,971 38,516 4.89 1,282,665 27,141 4.27
----------- --------- ------------ ---------
Demand deposits.................................. 223,357 215,071
Accrued interest and other liabilities........... 31,428 54,495
Stockholders' equity............................. 141,395 134,821
----------- ------------
Total liabilities and stockholders' equity..... $ 1,979,151 $ 1,687,052
=========== ============
Net interest spread.............................. 3.57% 3.60%
==== ====
Net interest income/margin on
a taxable equivalent basis...................... 37,092 4.15% 31,864 4.25%
==== ====
Tax equivalent adjustment (2).................... 490 526
--------- ---------
Net interest income/margin....................... $ 36,602 4.10% $ 31,338 4.18%
========= ==== ========= ====
</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 $1,550,000 and $1,546,000 are included in interest
and fees on loans for the six months ended June 30, 2000 and 1999,
respectively.
15
<PAGE>
<TABLE>
<CAPTION>
AVERAGE BALANCES, INCOME AND EXPENSES AND RATES
(Amounts in thousands, except yields and rates)
Three months ended June 30,
--------------------------------------------------------------------
2000 1999
--------------------------------- ---------------------------------
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).................................... $ 1,442,683 $ 32,514 9.06% $ 1,156,799 $ 24,290 8.42%
Securities:
Taxable......................................... 324,621 5,633 6.98 280,507 4,254 6.08
Tax exempt...................................... 30,031 552 7.39 33,237 613 7.40
Cash balances in other banks..................... 4,604 68 5.94 1,441 17 4.73
Funds sold....................................... 30,664 474 6.22 47,617 632 5.32
Trading account securities....................... 1,175 22 7.53 8,977 124 5.54
------------ -------- ------------ --------
Total earning assets (2)....................... 1,833,778 39,263 8.61 1,528,578 29,930 7.85
------------ -------- ------------ --------
Cash and due from banks........................... 73,271 62,868
Premises and equipment............................ 45,741 41,539
Other assets...................................... 84,100 73,742
Allowance for loan losses......................... (18,848) (17,298)
------------ ------------
Total assets.................................. $ 2,018,042 $ 1,689,429
============ ============
Liabilities:
Interest-bearing liabilities:
Interest-bearing transaction accounts............ $ 247,057 1,942 3.16 192,190 1,072 2.24
Savings deposits................................. 300,998 2,662 3.56 321,124 2,668 3.33
Time deposits.................................... 753,971 10,934 5.83 585,758 7,553 5.17
Funds purchased.................................. 161,957 2,405 5.97 135,465 1,587 4.70
Other short-term borrowings...................... 44,359 762 6.91 23,776 316 5.33
Long-term debt................................... 110,433 1,625 5.92 39,885 510 5.13
------------ -------- ------------ --------
Total interest-bearing liabilities............. 1,618,775 20,330 5.05 1,298,198 13,706 4.23
------------ -------- ------------ --------
Demand deposits................................... 227,803 216,163
Accrued interest and other liabilities............ 28,610 39,215
Stockholders' equity.............................. 142,854 135,853
------------ ------------
Total liabilities and stockholders' equity...... $ 2,018,042 $ 1,689,429
============ ============
Net interest spread............................... 3.56% 3.62%
==== ====
Net interest income/margin on
a taxable equivalent basis....................... 18,933 4.15% 16,224 4.26%
==== ====
Tax equivalent adjustment (2)..................... 239 262
-------- --------
Net interest income/margin........................ $ 18,694 4.10% $ 15,962 4.19%
======== ==== ======== ====
</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 $815,000 and $811,000 are included in interest and
fees on loans for the three months ended June 30, 2000 and 1999,
respectively.
16
<PAGE>
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 2000 second
quarter and six months compared to the 1999 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)
<TABLE>
<CAPTION>
Six Months Ended June 30,
-------------------------------------
2000 Compared to 1999
Variance Due to
-------------------------------------
Volume Yield/Rate Total
-------------------------------------
<S> <C> <C> <C>
Earning assets:
Loans............................................. $11,854 $ 2,672 $14,526
Securities:
Taxable.......................................... 1,270 1,153 2,423
Tax exempt....................................... (104) (2) (106)
Cash balances in other banks...................... 100 3 103
Funds sold........................................ (723) 527 (196)
Trading account securities........................ (264) 117 (147)
------- -------- --------
Total interest income........................... 12,133 4,470 16,603
Interest-bearing liabilities:
Interest-bearing transaction accounts............. 691 943 1,634
Savings and money market deposits................. (488) 527 39
Time deposits..................................... 4,904 1,270 6,174
Funds purchased................................... 28 853 881
Other short-term borrowings....................... 118 232 350
Long-term debt.................................... 2,218 79 2,297
------- -------- --------
Total interest expense.......................... 7,471 3,904 11,375
------- -------- --------
Net interest income on a taxable
equivalent basis............................... $ 4,662 $ 566 5,228
======= ========
Taxable equivalent adjustment..................... 36
--------
Net interest income............................... $ 5,264
========
</TABLE>
ANALYSIS OF CHANGES IN NET INTEREST INCOME
(Amounts in thousands)
<TABLE>
<CAPTION>
Three Months Ended June 30,
-------------------------------------
2000 Compared to 1999
Variance Due to
-------------------------------------
Volume Yield/Rate Total
-------------------------------------
<S> <C> <C> <C>
Earning assets:
Loans.............................................. $ 6,290 $ 1,934 $ 8,224
Securities:
Taxable........................................... 710 669 1,379
Tax exempt........................................ (60) (1) (61)
Cash balances in other banks....................... 46 5 51
Funds sold......................................... (688) 530 (158)
Trading account securities......................... (325) 223 (102)
-------- ------- --------
Total interest income............................ 5,973 3,360 9,333
Interest-bearing liabilities:
Interest-bearing transaction accounts.............. 357 513 870
Savings and money market deposits.................. (706) 700 (6)
Time deposits...................................... 2,341 1,040 3,381
Funds purchased.................................... 343 475 818
Other short-term borrowings........................ 332 114 446
Long-term debt..................................... 1,026 89 1,115
-------- ------- --------
Total interest expense........................... 3,693 2,931 6,624
-------- ------- --------
Net interest income on a taxable
equivalent basis................................ $ 2,280 $ 429 2,709
======== =======
Taxable equivalent adjustment...................... 23
--------
Net interest income................................ $ 2,732
========
</TABLE>
17
<PAGE>
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 analysis of the potential risk 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 $627,000 for the 2000
second quarter, compared with $368,000 in the 1999 second quarter. The higher
provision for loan losses in the 2000 second quarter is attributable to a net
recovery of $256,000 recorded during the 1999 second quarter. The provision for
loan losses was $1,153,000 for the 2000 six months, compared to $930,000 in the
1999 six months. The higher provision for loan losses in the 2000 six months is
attributable to the growth in loans outstanding and the net recovery recorded
during the 1999 second quarter. The allowance for loan losses as a percentage
of outstanding loans, net of unearned income, was 1.30% at June 30, 2000,
compared to 1.37% at December 31, 1999.
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.
-------------
Total noninterest income for the 2000 second quarter was $7.6 million, compared
to $7.5 million for the 1999 second quarter. For the 2000 six months,
noninterest income decreased to $15.3 million compared to $15.5 million for the
1999 six months. The 2000 second quarter and six months include insurance
commissions of $510,000 and $1.1 million, respectively. The insurance division
was acquired on May 28, 1999, and the 1999 second quarter and six months only
include approximately one month's results for this division. Excluding this
income, noninterest income decreased 3.90% and 7.62% for the 2000 second quarter
and six months, respectively. Other components of noninterest income include
service charges on deposits, investment division revenue, securities brokerage
revenue, trust department revenues, and fees relating to the origination and
sale of mortgage loans. Service charges on deposits for the 2000 second quarter
and 1999 second quarter were $1.9 million and $1.8 million, respectively. For
the 2000 six months, service charge income increased to $3.8 million from $3.6
million for the 1999 six months. Reflecting a decline in demand for debt
securities from community banks, revenue in the investment division decreased to
$1.1 million in the 2000 second quarter from $1.7 million during the 1999 second
quarter and decreased $1.6 million to $2.3 million for the 2000 six months.
Securities brokerage revenue increased 16.4% to $1.2 million during the 2000
second quarter and totaled $2.5 million for the 2000 six months, an increase of
30.4% over 1999 six month total of $1.9 million. The increase in brokerage
revenue is attributable to continued strong production in this area and
favorable market conditions. Trust fees increased by 4.4% in the 2000 second
quarter compared to the 1999 second quarter and increased 6.4% during the 2000
six months when compared with the 1999 six months. Fees generated from the
origination and sale of mortgages declined during 2000 due to rising interest
rates and the impact the interest rate environment has on refinancing and new
mortgage origination activity. Total fees generated from the origination and
sale of mortgages were $947,000 and $1.7 million during the 2000 second quarter
and six months, respectively, representing a decline of 16.3% and 26.8%, as
compared to the 1999 second quarter and six months.
Noninterest expense was $17.2 million for the 2000 second quarter compared to
$15.2 million for the 1999 second quarter. For the 2000 six months, noninterest
expense was $34.0 million compared to $30.6 million for the 1999 six months.
Noninterest expense includes salaries and employee benefits, occupancy and
equipment expenses and other expenses. Salaries and employee benefits were $10.2
million for the 2000 second quarter compared to $9.1 million for the 1999 second
quarter. For the 2000 six months, salaries and employee benefits were $20.2
million compared to $18.5 million in the 1999 six months. The increase in
salaries and employee benefits partially results from the newly acquired
insurance agency noted above, but primarily represents general staffing
increases in other areas of Alabama National relating to continued expansion and
additional compensation related to annual performance reviews. Occupancy and
equipment expense totaled $2.1 million in the 2000 second quarter and $1.7
million in the 1999 second quarter. Occupancy and equipment expense totaled $4.0
million in the 2000 six months and $3.4 million in the 1999 six months. The
increase in occupancy and equipment expense is also a result of the insurance
acquisition and branch expansions. Other noninterest expense increased to $5.0
million in the 2000 second quarter, compared with $4.4 million in the 1999
second quarter. Other noninterest expense was $9.8 million in the 2000 six
months and $8.7 million in the 1999 six months.
Because of an increase in pre-tax income, income tax expense was $2.6 million
for the 2000 second quarter compared to $2.5 for the 1999 second quarter. For
the 2000 six months income tax expense was $5.1 million, compared to $4.8
million for the 1999 six months. The effective tax rates for the 2000 second
quarter and the 2000 six months were 30.8% and 30.6%, respectively, compared to
31.9% and 31.8% for the same periods of 1999. These effective rates are impacted
by items of income and expense that are not subject to federal or state
taxation.
18
<PAGE>
Earning Assets
--------------
Loans comprised the largest single category of Alabama National's earning assets
on June 30, 2000. Loans, net of unearned income, were $1.47 billion or 71.5% of
total assets at June 30, 2000, compared to $1.32 billion or 68.7% at December
31, 1999. Loans grew $154.4 million, or 11.7%, during the 2000 six months
compared to the 1999 year-end. Average loans grew $266.6 million, or 23.6%,
during the 2000 six months, compared to the 1999 six months. The following table
details the composition of the loan portfolio by category at the dates
indicated:
<TABLE>
<CAPTION>
COMPOSITION OF LOAN PORTFOLIO
-----------------------------
(AMOUNTS IN THOUSANDS, EXCEPT PERCENTAGES)
June 30, 2000 December 31,1999
-------------- ----------------
Percent Percent
Amount of Total Amount of Total
------ -------- ------ --------
<S> <C> <C> <C> <C>
Commercial, financial and
agricultural................ $ 258,633 17.53% $ 257,047 19.45%
Real estate:
Construction................ 179,576 12.17 148,228 11.22
Mortgage - residential...... 403,667 27.36 358,400 27.13
Mortgage - commercial....... 393,223 26.65 369,158 27.94
Mortgage - other............ 3,736 .25 3,111 .24
Consumer...................... 71,273 4.83 73,388 5.55
Other......................... 165,502 11.22 111,913 8.47
---------- ------- ---------- ------
Total gross loans........... 1,475,610 100.00% 1,321,245 100.00%
======= ======
Unearned income............... (1,024) (1,085)
---------- ----------
Total loans, net of
unearned income........... 1,474,586 1,320,160
Allowance for loan losses..... (19,159) (18,068)
---------- ----------
Total net loans............. $1,455,427 $1,302,092
========== ==========
</TABLE>
Investment securities increased $16.5 million in the 2000 six months from $19.6
million at December 31, 1999 to $36.1 million at June 30, 2000. During the 2000
six months, the Company purchased $21.0 million of investment securities and
received $4.5 million from maturities, including principal paydowns of mortgage
backed securities.
Securities available for sale decreased $14.2 million in the 2000 six months
from $325.5 million at December 31, 1999 to $311.3 million at June 30, 2000.
Purchases of available for sale securities totaled $32.1 million and maturities,
calls, and sales of available for sale securities totaled $44.3 million. Write
downs to estimated market value of available for sale securities totaled $1.2
million, net of income taxes, during the 2000 six months.
Trading account securities, which had a balance of $18,000 at June 30, 2000, 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
$18.3 million at June 30, 2000 and $33.6 million at December 31, 1999.
Deposits and Other Funding Sources
----------------------------------
Deposits increased $103.5 million from year-end 1999, to $1.55 billion at June
30, 2000. All categories of deposits experienced growth during the 2000 six
months. Included in deposits at June 30, 2000 and December 31, 1999 were $50.0
million and $47.5 million of brokered deposits, respectively.
Federal funds purchased and securities sold under agreements to repurchase
totaled $170.9 million at June 30, 2000, an increase of $39.0 million from
December 31, 1999. The treasury, tax and loan account decreased to $4.9 million
at June 30, 2000, compared with $6.2 million at December 31, 1999. Short-term
borrowings at June 30, 2000 totaled $84.4 million, including a note payable to a
third party bank of $17.4 million and advances from the Federal Home Loan Bank
("FHLB") totaling $67.0 million.
19
<PAGE>
Alabama National's short-term debt at June 30, 2000 and December 31, 1999 is
summarized as follows:
SHORT-TERM BORROWINGS
(Amounts in thousands)
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
-------- ------------
<S> <C> <C>
Note payable to third party bank under secured master note
agreement; rate varies with LIBOR and was 7.36% and 7.2113%
at June 30, 2000 and December 31, 1999, respectively;
collateralized by the Company's stock in subsidiary banks. $ 17,389 $ 16,389
FHLB open ended notes payable, rate varies daily based on the
FHLB Daily Rate Credit interest price and was 7.40% and 4.55% at
June 30, 2000 and December 31, 1999, respectively; collateralized
by FHLB stock and certain first mortgage loans. 24,000 2,000
FHLB debt due June 4, 2001; rate varies with three month
LIBOR and was 6.81875% on June 30, 2000; collateralized by
FHLB stock and certain first mortgage loans. 43,000 -
----------------------
Total short-term borrowings $ 84,389 $ 18,389
======================
</TABLE>
20
<PAGE>
Alabama National's long-term debt at June 30, 2000 and December 31, 1999 is
summarized as follows:
LONG-TERM BORROWINGS
(Amounts in thousands)
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
---- ----
<S> <C> <C>
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; rate varies with LIBOR and was 6.03% and 5.9425%
at June 30, 2000 and December 31, 1999, respectively; rate changes 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 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 a 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 a 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. Note was
called in during 2000. - 5,000
FHLB debt due November 5, 2003; interest at a 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
FHLB debt due August 7, 2009; interest at a fixed rate of 4.95%; convertible at
the option of the FHLB on February 7, 2000 and any payment date thereafter;
collateralized by FHLB stock and certain first mortgage loans. Note was
called during 2000. - 25,000
FHLB debt due July 30, 2004; interest at a fixed rate of 5.715%; convertible in
whole at the option of the FHLB on July 30, 2001; collateralized by FHLB stock
and certain first mortgage loans. 5,000 5,000
FHLB debt due December 2, 2009; interest at a fixed rate of 5.29%; convertible
in whole at the option of the FHLB on June 2, 2000; collateralized by FHLB
stock, certain first mortgage loans and pledged available for sale
securities. Note was called during 2000. - 43,000
FHLB debt due October 12, 2001; interest rate varies with LIBOR and reprices
monthly; rate at June 30, 2000 and December 31, 1999 was 6.675% and 6.50125%,
respectively; collateralized by FHLB stock, certain first mortgage loans and
certain pledged available for sale securities. 10,000 10,000
FHLB debt due February 11, 2003; interest rate varies with LIBOR and reprices
monthly; rate at June 30, 2000 was 6.435%; collateralized by FHLB stock and
certain first mortgage loans. 25,000 -
FHLB debt due June 15, 2010; interest at a fixed rate of 6.00%; convertible
inwhole at the option of FHLB on December 15, 2000 to a three month LIBOR
advance; collateralized by FHLB stock and certain first mortgage loans. 5,000 -
Various notes payable 35 39
Capital leases payable 233 266
----------------------
Total long-term borrowings $80,968 $124,005
======================
</TABLE>
21
<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. At June 30, 2000, the Company had no loans past due 90 days or more
and still accruing interest. 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. It is Alabama National's policy to place a
delinquent loan on nonaccrual status when it becomes 90 days or more past due.
When a loan is placed on nonaccrual status, all interest that is accrued on the
loan balance is reversed and deducted from earnings as a reduction of reported
interest. 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 the allowance for loan losses.
At June 30, 2000, nonperforming assets totaled $4.8 million, virtually unchanged
from year-end 1999. Nonperforming assets as a percentage of loans plus other
real estate were 0.33% at June 30, 2000 compared to 0.37% at December 31, 1999.
The following table presents the Company's nonperforming assets for the dates
indicated.
NONPERFORMING ASSETS
(Amounts in thousands, except percentages)
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
----------- -------------
<S> <C> <C>
Nonaccrual loans............................................ $ 4,041 $ 4,141
Restructured loans.......................................... 2 5
Loans past due 90 days or more and still accruing........... - -
------- -------
Total nonperforming loans................................ 4,043 4,146
Other real estate owned.................................... 792 687
------- -------
Total nonperforming assets............................... $ 4,835 $ 4,833
======= =======
Allowance for loan losses to period-end loans............... 1.30% 1.37%
Allowance for loan losses to period-end
nonperforming loans...................................... 473.88 435.79
Allowance for loan losses to period-end
nonperforming assets..................................... 396.26 373.85
Net charge-offs to average loans............................ 0.01 0.04
Nonperforming assets to period-end loans
and other real estate owned.............................. 0.33 0.37
Nonperforming loans to period-end loans..................... 0.27 0.31
</TABLE>
22
<PAGE>
Net loan charge-offs for the 2000 six months totaled $62,000, or 0.01%
(annualized) of average loans for the period. The allowance for loan losses as
a percentage of total loans, net of unearned income, was 1.30% at June 30, 2000,
compared to 1.37% at December 31, 1999. The following table analyzes activity
in the allowance for loan losses for the 2000 six months.
ANALYSIS OF THE ALLOWANCE FOR LOAN LOSSES
For the Six Months Ended June 30, 2000
(Amounts in thousands, except percentages)
<TABLE>
<CAPTION>
<S> <C>
Allowance for loan losses at
beginning of period...................................... $18,068
Charge-offs:
Commercial, financial and agricultural................... 135
Real estate - mortgage................................... 32
Consumer................................................. 278
-------
Total charge-offs..................................... 445
-------
Recoveries:
Commercial, financial and agricultural.................... 78
Real estate - mortgage.................................... 107
Consumer.................................................. 198
-------
Total recoveries....................................... 383
-------
Net charge-offs........................................ 62
-------
Provision for loan losses................................... 1,153
-------
Allowance for loan losses at
end of period............................................. $19,159
=======
</TABLE>
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, 2000 to be
adequate to cover possible 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.
23
<PAGE>
Interest Rate Sensitivity
-------------------------
The Company monitors and manages the pricing and maturity of its assets and
liabilities in order to diminish the potential adverse impact that changes in
interest rates could have on net interest income. The principal monitoring
technique employed by the Company is simulation analysis, which technique is
augmented by "gap" analysis.
In simulation analysis, the Company reviews each individual asset and liability
category and their projected behavior in various different interest rate
environments. These projected behaviors are based upon management's past
experiences and upon current competitive environments, including the various
environments in the different markets in which the Company competes. Using this
projected behavior and differing rate scenarios as inputs, the simulation
analysis generates as output a projection of net interest income. The Company
also periodically verifies the validity of this approach by comparing actual
results with those that were projected in previous models. See Market Risk.
-----------
Another technique used by the Company in interest rate management 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.
The Company evaluates interest sensitivity risk and then formulates guidelines
regarding asset generation and repricing, and sources and prices of off-balance
sheet commitments in order to decrease interest sensitivity risk. The Company
uses computer simulations to measure the net income effect of various interest
rate scenarios. The modeling reflects interest rate changes and the related
impact on net income over specified periods of time.
The following table illustrates Alabama National's interest rate sensitivity at
June 30, 2000, 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, 2000
---------------------------------------------------------------------------------
Zero After Three One
Through Through Through
Three Twelve Three Greater Than
Months Months Months Three Years Total
------------ ------------ ----------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Assets:
Earning assets:
Loans (1)................................ $651,767 $ 242,589 $238,955 $344,358 $1,477,669
Securities (2)........................... 23,718 47,033 117,397 148,789 336,937
Trading securities....................... 18 - - - 18
Interest-bearing deposits in............. - - - - -
other banks............................ 1,760 - - - 1,760
Funds sold............................... 18,279 - - - 18,279
-------- --------- -------- -------- ----------
Total interest-earning assets........ $695,542 $ 289,622 $356,352 $493,147 $1,834,663
Liabilities:
Interest-bearing liabilities:
Interest-bearing deposits:
Demand deposits...................... $ 78,454 $ - $ - $163,202 $ 241,656
Savings and money market deposits.... 95,750 - - 205,047 300,797
Time deposits (3).................... 206,006 449,039 78,832 31,822 765,699
Funds purchased......................... 170,925 - - - 170,925
Short-term borrowings (4)............... 89,321 - - - 89,321
Long-term debt.......................... 48,719 15,044 17,062 143 80,968
-------- --------- -------- -------- ----------
Total interest-bearing liabilities... $689,175 $ 464,083 $ 95,894 $400,214 $1,649,366
-------- --------- -------- -------- ----------
Period gap.................................. $ 6,367 $(174,461) $260,458 $ 92,933
======== ========= ======== ========
Cumulative gap.............................. $ 6,367 $(168,094) $ 92,364 $185,297 $ 185,297
======== ========= ======== ======== ==========
Ratio of cumulative gap to total
earning assets............................. 0.35% -9.16% 5.03% 10.10%
</TABLE>
____________________________
(1) Excludes nonaccrual loans of $4,043,000.
(2) Excludes available for sale equity securities of $10,448,000.
(3) Excludes matured certificates which have not been redeemed by the customer
and on which no interest is accruing.
(4) Includes treasury, tax and loan account of $4,932,000.
24
<PAGE>
Alabama National generally benefits from increasing market rates of interest
when it has an asset-sensitive gap and generally benefits from decreasing market
rates of interest when it is liability sensitive. Alabama National is liability
sensitive through the one year time frame, except for the zero through three
month period. 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, 2000, mortgage backed securities totaling $199.9
million, or 9.69% of total assets and essentially every loan, net of unearned
income, (totaling $1.47 billion, or 71.5% 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 $1.55 billion, or 74.9%, of total assets at June 30, 2000.
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 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.
25
<PAGE>
The following table illustrates the results of simulation analysis used by
Alabama National to determine the extent to which market risk would affect net
interest margin for the next twelve months if prevailing interest rates
increased or decreased the specified amounts from current rates. Because of the
inherent use of estimates and assumptions in the simulation model used to derive
this information, the actual results of 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>
As of June 30, 2000 As of December 31, 1999
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 $86,476 5.33% $74,125 1.49%
+100 basis points 84,274 2.65 73,490 0.62
0 basis points 82,098 - 73,037 -
-100 basis points 80,683 (1.72) 71,591 (1.98)
-200 basis points 77,811 (5.22) 69,424 (4.95)
</TABLE>
Liquidity and Capital Adequacy
------------------------------
Alabama National's net loan to deposit ratio was 95.4% at June 30, 2000,
compared to 91.5% at year-end 1999. Alabama National's liquid assets as a
percentage of total deposits were 7.26% at June 30, 2000, compared to 7.87% at
year-end 1999. At June 30, 2000, Alabama National had unused federal funds
lines of approximately $113.7 million, unused lines at the Federal Home Loan
Bank of $110.8 million and an unused credit line with a third party bank of
$14.6 million. During the 2000 second quarter, the maximum credit amount under
this third party bank facility was increased from $20.0 million to $32.0
million. The Company also has access to approximately $159.0 million via a
credit facility with the Federal Reserve Bank of Atlanta. At June 30, 2000 and
year-end 1999, there were no outstanding borrowings under this Federal Reserve
credit facility. 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 $5.2 million from December
31, 1999 to $143.5 million at June 30, 2000. This increase was attributable to
the following (in thousands):
<TABLE>
<S> <C>
Net income.................................................................... $11,561
Dividends..................................................................... (4,648)
Purchase of treasury stock.................................................... (491)
Issuance of stock from treasury............................................... 7
Increase in unrealized loss on securities
available for sale, net of deferred taxes................................... (1,181)
-------
Net increase.................................................................. $ 5,248
=======
</TABLE>
26
<PAGE>
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 and its subsidiary banks (the "Banks") exceeded all prescribed
regulatory capital guidelines at June 30, 2000. 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, 2000:
<TABLE>
<CAPTION>
Tier 1 Risk Total Risk Tier 1
Based Based Leverage
----------- ---------- --------
<S> <C> <C> <C>
Alabama National BanCorporation................................... 9.07 % 10.29 % 7.05 %
National Bank of Commerce of Birmingham........................... 9.23 10.42 7.52
Alabama Exchange Bank............................................. 12.20 13.45 7.37
Bank of Dadeville................................................. 12.11 13.31 7.71
Citizens & Peoples Bank, N.A...................................... 13.21 14.46 9.13
Community Bank of Naples, N.A..................................... 10.06 11.31 7.13
First American Bank............................................... 9.58 10.83 7.89
First Citizens Bank............................................... 13.39 14.56 7.11
First Gulf Bank................................................... 8.96 10.21 7.08
Georgia State Bank................................................ 11.21 12.39 7.24
Public Bank....................................................... 11.01 12.13 8.02
Required minimums................................................. 4.00 8.00 4.00
</TABLE>
27
<PAGE>
Item 3 - Quantitative and Qualitative Disclosures about Market Risk
The information required by this item is contained in Item 2 herein under the
headings "Interest Rate Sensitivity" and "Market Risk".
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 27, 2000. At
the meeting, the stockholders of the Company were asked to vote on the election
of 14 directors to serve until the next annual meeting of stockholders and their
successors are elected and qualified. The results of the stockholder voting on
this matter is summarized as follows:
WITHHOLD
FOR AUTHORITY
--- ---------
Election of directors:
W. Ray Barnes............................. 9,265,389 6,163
Dan M. David.............................. 9,266,021 5,531
T. Morris Hackney......................... 9,267,171 4,381
John H. Holcomb, III...................... 9,266,169 5,383
John D. Johns............................. 9,267,271 4,281
John J. McMahon, Jr....................... 9,128,811 142,741
C. Phillip McWane......................... 9,266,071 5,481
William D. Montgomery..................... 9,267,271 4,281
Drayton Nabers, Jr........................ 9,267,171 4,381
Victor E. Nichol, Jr...................... 9,267,271 4,281
C. Lloyd Nix.............................. 9,267,123 4,429
G. Ruffner Page, Jr....................... 9,266,071 5,481
William E. Sexton......................... 9,267,023 4,529
W. Stancil Starnes........................ 9,267,271 4,281
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, 1996 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, 1997
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 March 31, 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 - Fourth Amendment to Credit Agreement
between Alabama National BanCorporation and
AmSouth Bank dated May 31, 2000.
Exhibit 11 - Computation of Earnings Per Share
Exhibit 27 - Financial Data Schedule (for SEC use only)
(b) Reports on Form 8-K
None.
28
<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 10, 2000 /s/ John H. Holcomb, III
--------------- ------------------------
John H. Holcomb, III, its Chairman and
Chief Executive Officer
Date: August 10, 2000 /s/ William E. Matthews, V.
--------------- ---------------------------
William E. Matthews, V., its Executive
Vice President and Chief Financial Officer
29
