<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 March 31, 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 May 10, 2000
----- ---------------------------
Common Stock, $1.00 Par Value 11,066,469
<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
March 31, 2000 and December 31, 1999.......................... 3
Consolidated statements of income
Three months ended March 31, 2000 and 1999.................... 4
Consolidated statements of other comprehensive income
Three months ended March 31, 2000 and 1999.................... 6
Consolidated statements of cash flows
Three months ended March 31, 2000 and 1999.................... 7
Notes to the unaudited consolidated financial statements
March 31, 2000................................................ 8
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations..................................... 10
Item 3. Quantitative and Qualitative Disclosures about Market Risk.... 25
PART II. OTHER INFORMATION
- --------------------------
Item 6. Exhibits and Reports on Form 8-K.............................. 25
SIGNATURES.............................................................. 26
</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.
<PAGE>
Part I - Financial Information
<TABLE>
<CAPTION>
Item 1 - Financial Statements (Unaudited)
Alabama National BanCorporation and Subsidiaries
Consolidated Statements of Condition
------------------------------------
(In thousands, except share amounts)
March 31, 2000 December 31, 1999
-------------- -----------------
(Unaudited)
<S> <C> <C>
Assets
Cash and due from banks................................................... $ 80,556 $ 73,125
Interest-bearing deposits in other banks.................................. 6,192 6,768
Investment securities (estimated market values of $33,182 and $19,738).... 33,102 19,616
Securities available for sale............................................. 324,852 325,507
Trading securities........................................................ 653 2,701
Federal funds sold and securities purchased under resell agreements....... 29,195 33,568
Loans held for sale....................................................... 7,478 8,615
Loans..................................................................... 1,375,793 1,321,245
Unearned income........................................................... (1,072) (1,085)
----------- -----------
Loans, net of unearned income............................................. 1,374,721 1,320,160
Allowance for loan losses................................................. (18,554) (18,068)
----------- -----------
Net loans................................................................. 1,356,167 1,302,092
Property, equipment and leasehold improvements, net....................... 45,935 43,855
Intangible assets......................................................... 10,563 10,730
Cash surrender value of life insurance.................................... 39,578 31,642
Receivable from investment division customers............................. 11,029 24,573
Other assets.............................................................. 37,295 39,092
----------- -----------
Totals.................................................................... $ 1,982,595 $ 1,921,884
=========== ===========
Liabilities and Stockholders' Equity
Deposits:
Noninterest bearing..................................................... $ 239,879 $ 210,185
Interest bearing........................................................ 1,293,513 1,231,970
----------- -----------
Total deposits............................................................ 1,533,392 1,442,155
Federal funds purchased and securities sold under repurchase agreements... 118,626 131,878
Treasury, tax and loan accounts........................................... 1,110 6,199
Short-term borrowings..................................................... 18,389 18,389
Accrued expenses and other liabilities.................................... 45,882 61,003
Long-term debt............................................................ 123,986 124,005
----------- -----------
Total liabilities......................................................... 1,841,385 1,783,629
Common stock, $1 par, authorized 17,500,000 shares; issued 11,187,019
shares at March 31, 2000 and December 31, 1999.......................... 11,187 11,187
Additional paid-in capital................................................ 81,939 81,939
Retained earnings......................................................... 58,231 54,897
Treasury stock at cost, 121,129 shares at March 31, 2000 and
December 31, 1999........................................................ (3,226) (3,226)
Accumulated other comprehensive income (loss), net of tax................. (6,921) (6,542)
----------- -----------
Total stockholders' equity................................................ 141,210 138,255
----------- -----------
Totals.................................................................... $ 1,982,595 $ 1,921,884
=========== ===========
</TABLE>
See accompanying notes to unaudited consolidated financial statements
<PAGE>
Alabama National BanCorporation and Subsidiaries
Consolidated Statements of Income (Unaudited)
---------------------------------------------
(In thousands, except per share data)
<TABLE>
<CAPTION>
For the three months
ended March 31,
---------------
2000 1999
---- ----
<S> <C> <C>
Interest income:
Interest and fees on loans.................................................. $ 29,458 $ 23,159
Interest on securities...................................................... 5,834 4,819
Interest on deposits in other banks......................................... 56 4
Interest on trading securities.............................................. 40 85
Interest on Federal funds sold and securities purchased
under resell agreements................................................... 706 744
----------- ----------
Total interest income........................................................... 36,094 28,811
Interest expense:
Interest on deposits........................................................ 14,389 10,787
Interest on Federal funds purchased and securities sold
under repurchase agreements............................................... 1,792 1,796
Interest on long and short-term borrowings.................................. 2,005 852
----------- ----------
Total interest expense.......................................................... 18,186 13,435
----------- ----------
Net interest income............................................................. 17,908 15,376
Provision for loan losses....................................................... 526 562
----------- ----------
Net interest income after provision for loan losses............................. 17,382 14,814
Noninterest income:
Securities gains............................................................ - 166
Gain (loss) on disposition of assets........................................ (2) (14)
Service charges on deposit accounts......................................... 1,818 1,838
Investment division income.................................................. 1,230 2,206
Securities brokerage income................................................. 1,304 858
Trust department income..................................................... 570 525
Origination and sale of mortgage loans...................................... 788 1,238
Bank owned life insurance................................................... 467 363
Insurance commissions....................................................... 587 -
Other....................................................................... 853 727
----------- ----------
Total noninterest income........................................................ 7,615 7,907
</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 March 31,
---------------
2000 1999
---- ----
<S> <C> <C>
Noninterest expense:
Salaries and employee benefits............................................... 10,051 9,353
Occupancy and equipment expenses............................................. 1,941 1,665
Other........................................................................ 4,870 4,365
------ ---------
Total noninterest expense......................................................... 16,862 15,383
------- ---------
Income before provision for income taxes......................................... 8,135 7,338
Provision for income taxes....................................................... 2,477 2,319
---------- ---------
Net income $ 5,658 $ 5,019
========== =========
Net income per common share (basic)............................................... $ .51 $ .46
========== =========
Weighted average common shares outstanding (basic)............................... 11,066 11,022
========== =========
Net income per common share (diluted)............................................ $ .51 $ .45
========== =========
Weighted average common and common equivalent shares outstanding (diluted)....... 11,195 11,188
========== =========
</TABLE>
See accompanying notes to unaudited consolidated financial statements
5
<PAGE>
Alabama National BanCorporation and Subsidiaries
Consolidated Statements of Other Comprehensive Income (Unaudited)
-----------------------------------------------------------------
(In thousands)
<TABLE>
<CAPTION>
For the three months
ended March 31,
2000 1999
<S> <C> <C>
Net income....................................................................... $ 5,658 $ 5,019
Other comprehensive income (loss):
Unrealized gains (loss) on securities available for sale..................... (672) (426)
Less: Reclassification adjustment for net gains included
in net income................................................................ - 166
--------- ---------
Other comprehensive income (loss), before tax ................................... (672) (592)
Provision for (benefit of) income taxes related to
items of other comprehensive income.......................................... (293) (201)
--------- ---------
Other comprehensive income (loss), net of tax.................................... (379) (391)
--------- ---------
Comprehensive income............................................................. $ 5,279 $ 4,628
========== =========
</TABLE>
See accompanying notes to unaudited consolidated financial statements
6
<PAGE>
Alabama National BanCorporation and Subsidiaries
Consolidated Statements of Cash Flows (Unaudited)
-------------------------------------------------
(In thousands)
<TABLE>
<CAPTION>
For the three months
ended March 31,
---------------
2000 1999
---- ----
<S> <C> <C>
Net cash flows provided (used) by operating activities................................ $ 9,439 $ 3,271
Cash flows from investing activities:
Proceeds from maturities of investment securities..................................... 2,478 4,925
Purchases of investment securities.................................................... (15,963) -
Purchases of securities available for sale............................................ (25,329) (27,718)
Proceeds from sale of securities available for sale................................... 125 256
Proceeds from maturities of securities available for sale............................. 25,257 31,247
Net (increase) decrease in interest bearing deposits in other banks................... 576 (1,265)
Net (increase) decrease in Federal funds sold and securities purchased
under resell agreements........................................................... 4,373 (11,033)
Net increase in loans................................................................. (53,955) (24,154)
Purchases of property, equipment and leasehold improvements........................... (2,875) (1,371)
Cash paid for bank-owned life insurance............................................... (7,500) -
Costs capitalized on other real estate owned.......................................... (8) -
Proceeds from sale of other real estate owned......................................... 260 -
Proceeds from sale of property, equipment and leasehold improvements.................. - 193
--------- ---------
Net cash used in investing activities................................................. (72,561) (28,920)
--------- ---------
Cash flows from financing activities:
Net increase in deposits.............................................................. 91,237 32,208
Increase (decrease) in Federal funds purchased and securities sold
under agreements to repurchase.................................................... (13,252) (23,872)
Net increase (decrease) in short and long-term borrowings and capital leases.......... (5,108) 10,412
Exercise of stock options............................................................. - 360
Dividends on common stock............................................................. (2,324) (1,974)
--------- ---------
Net cash provided by financing activities............................................. 70,553 17,134
--------- ---------
Increase (decrease) in cash and cash equivalents...................................... 7,431 (8,515)
Cash and cash equivalents, beginning of period........................................ 73,125 70,813
--------- ---------
Cash and cash equivalents, end of period.............................................. $ 80,556 $ 62,298
========= =========
Supplemental schedule of noncash investing and financing activities
Acquisition of collateral in satisfaction of loans.................................... $ 491 $ 347
========= =========
Adjustment to market value of securities available for sale, net
of deferred income taxes.......................................................... $ (379) $ (391)
========= =========
</TABLE>
See accompanying notes to unaudited consolidated financial statements
7
<PAGE>
ALABAMA NATIONAL BANCORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 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 three months ended March 31, 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 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, 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 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. The number of shares actually
repurchased will depend on subsequent developments and market availability.
NOTE E - STOCK OPTIONS
- ----------------------
Effective January 1, 2000, the Company granted options for the purchase of
155,500 shares of common stock of the Company to certain members of management.
The options have an exercise price of $18.875 per share and vest over five
years.
8
<PAGE>
NOTE F - 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 quarters ended March 31, 2000 and 1999.
<TABLE>
<CAPTION>
Per Share
Income Shares Amount
----------- ----------- ------------
(In thousands, except per share amounts)
<S> <C> <C> <C>
THREE MONTHS ENDED MARCH 31, 2000
Basic EPS net income $ 5,658 11,066 $ 0.51
Effect of dilutive securities options - 129
------------ ------------ -----------
Diluted EPS $ 5,658 11,195 $ 0.51
============ ============ ===========
THREE MONTHS ENDED MARCH 31, 1999
Basic EPS net income $ 5,019 11,022 $ 0.46
Effect of dilutive securities options - 166
------------ ------------ -----------
Diluted EPS $ 5,019 11,188 $ 0.45
============ ============ ===========
</TABLE>
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>
Three months ended
- ------------------
March 31, 2000:
- ---------------
Interest income $ - $ 644 $ 87 $ 3 $ 35,654 $ (21) $ (273) $ 36,094
Interest expenses 273 55 2 17,852 277 (273) 18,186
------------------------------------------------------------------------------------------------------
Net Interest income 371 32 1 17,802 (298) 17,908
Provision for loan losses 526 526
Noninterest income 1,264 1,304 $ 570 846 591 3,031 9 7,615
Noninterest expense 1,219 1,413 331 637 522 11,952 $ 788 16,862
------------------------------------------------------------------------------------------------------
Net income before tax $ 45 $ 262 $ 239 $ 241 $ 70 $ 8,355 $ (1,077) $ - $ 8,135
======================================================================================================
Three months ended
- ------------------
March 31, 1999:
- --------------
Interest income $ - $ 444 $ 165 $ 28,410 $ (31) $ (177) $ 28,811
Interest expenses 177 101 13,162 172 (177) 13,435
------------------------------------------------------------------------------------------------------
Net Interest income 267 64 15,248 (203) 15,376
Provision for loan losses 562 562
Noninterest income 2,240 893 $ 525 1,286 2,806 157 7,907
Noninterest expense 1,885 912 261 773 10,871 $ 681 15,383
------------------------------------------------------------------------------------------------------
Net income before tax $ 355 $ 248 $ 264 $ 577 $ - $ 6,621 $ (727) $ - $ 7,338
======================================================================================================
</TABLE>
Corporate overhead is comprised of compensation and benefits for certain members
of management, merger related costs, interest expense, and the amortization of
intangibles.
9
<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 for the three month period ended March 31, 2000
(the "2000 three months") was $5.66 million compared to $5.02 million for the
three months ended March 31, 1999 (the "1999 three months"). Net income per
diluted common share for the 2000 three months and the 1999 three months was
$0.51 and $0.45, respectively.
The annualized return on average assets for Alabama National was 1.17% and 1.21%
for the 2000 three months and the 1999 three months, respectively. The
annualized return on average stockholders' equity increased for the 2000 three
months to 16.26%, as compared to 15.22% for the 1999 three months. Book value
per share at March 31, 2000 was $12.76, an increase of $0.27 from year-end 1999.
Tangible book value per share at March 31, 2000 was $11.81, an increase of $0.29
from year-end 1999. Alabama National paid cash dividends totaling $0.21 on
common shares during the 2000 three months, compared to $0.18 on common shares
paid during the 1999 three months.
Net Income
- ----------
The principal reason for the increase in net income for the 2000 three months,
compared to the 1999 three months, 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 in the 2000 three months totaled $17.9 million compared to $15.4
million during the 1999 three months, an increase of $2.5 million, or 16.5%. The
increased net interest income was offset by an increase in noninterest expense
of $1.5 million to $16.9 million for the 2000 three months, compared with $15.4
million for the 1999 three months, an increase of 9.6%.
Average earning assets for the 2000 three months increased by approximately
$264.9 million as compared to the 1999 three months, as average interest-bearing
liabilities increased $280.2 million. The average taxable equivalent rate earned
on assets was 8.31% for the 2000 three months compared to 7.89% for the 1999
three months. The average rate paid on interest-bearing liabilities was 4.73%
for the 2000 three months compared to 4.30% for the 1999 three months. The net
interest margin for the 2000 three months was 4.10%, compared to 4.17% for the
1999 three months. The reduction in net interest margin is a result of average
interest-bearing liabilities growing at a faster rate than average earning
assets and average non interest-bearing deposits growing only $4.9 million.
10
<PAGE>
The following table depicts, on a taxable equivalent basis for the 2000 and 1999
three 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>
Three months ended March 31,
---------------------------------------------------------------------------------
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)................................. $1,352,655 $29,511 8.77% $1,105,021 $23,209 8.52%
Securities:
Taxable...................................... 320,797 5,482 6.87 287,648 4,405 6.21
Tax exempt................................... 30,901 533 6.94 33,533 628 7.60
Cash balances in other banks.................. 3,936 56 5.72 184 4 8.82
Funds sold.................................... 47,928 706 5.92 60,927 744 4.95
Trading account securities.................... 2,533 40 6.35 6,501 85 5.30
---------- ------- ---------- -------
Total earning assets (2).................. 1,758,750 36,328 8.31 1,493,814 29,075 7.89
---------- ------- ---------- -------
Cash and due from banks......................... 68,549 62,158
Premises and equipment.......................... 45,345 39,216
Other assets.................................... 85,924 106,184
Allowance for loan losses....................... (18,308) (16,723)
---------- ----------
Total assets............................. $1,940,260 $1,684,649
========== ==========
Liabilities:
Interest-bearing liabilities:
Interest-bearing transaction accounts......... $ 234,799 1,743 2.99 181,644 979 2.19
Savings deposits.............................. 303,374 2,583 3.42 312,000 2,538 3.30
Time deposits................................. 733,531 10,063 5.52 550,980 7,270 5.35
Funds purchased............................... 132,575 1,859 5.64 156,859 1,796 4.64
Other short-term borrowings................... 20,587 342 6.68 33,158 438 5.36
Long-term debt................................ 122,301 1,596 5.25 32,319 414 5.20
---------- ------- ---------- -------
Total interest-bearing liabilities....... 1,547,167 18,186 4.73 1,266,960 13,435 4.30
---------- ------- ---------- -------
Demand deposits................................. 218,911 213,967
Accrued interest and other liabilities.......... 34,246 69,944
Stockholders' equity............................ 139,936 133,778
---------- ----------
Total liabilities and stockholders' equity.. $1,940,260 $1,684,649
========== ==========
Net interest spread............................. 3.58% 3.59%
==== ====
Net interest income/margin on
a taxable equivalent basis.................... 18,142 4.15% 15,640 4.25%
==== ====
Tax equivalent adjustment (2)................... 234 264
------- -------
Net interest income/margin...................... $17,908 4.10% $15,376 4.17%
======= ==== ======= ====
</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 $735,000 and $753,000 are included in interest and
fees on loans for the three months ended March 31, 2000 and 1999,
respectively.
11
<PAGE>
The following table sets forth, on a taxable equivalent basis, the effect which
varying levels of earning assets and interest-bearing liabilities and the
applicable rates had on changes in net interest income for the 2000 three months
compared to the 1999 three months. For the purposes of this table, changes which
are not solely attributable to volume or rate are allocated to volume and rate
on a pro rata basis.
ANALYSIS OF CHANGES IN NET INTEREST INCOME
(Amounts in thousands)
<TABLE>
<CAPTION>
Three Months Ended March 31,
-------------------------------------------------
2000 Compared to 1999
Variance Due to
-------------------------------------------------
Volume Yield/Rate Total
-------------------------------------------------
<S> <C> <C> <C>
Earning assets:
Loans....................................... $ 5,572 $ 730 $ 6,302
Securities:
Taxable................................... 560 517 1,077
Tax exempt................................ (45) (50) (95)
Cash balances in other banks................ 62 (10) 52
Funds sold.................................. (636) 598 (38)
Trading account securities.................. (137) 92 (45)
------------ ------------ ------------
Total interest income.................. 5,376 1,877 7,253
Interest-bearing liabilities:
Interest-bearing transaction accounts....... 340 424 764
Savings and money market deposits........... (304) 349 45
Time deposits............................... 2,549 244 2,793
Funds purchased............................. (1,285) 1,348 63
Other short-term borrowings................. (589) 493 (96)
Long-term debt.............................. 1,178 4 1,182
------------ ------------ ------------
Total interest expense................. 1,889 2,862 4,751
------------ ------------ ------------
Net interest income on a taxable
equivalent basis..................... $ 3,487 $ (985) 2,502
============ ============
Taxable equivalent adjustment............... 30
------------
Net interest income......................... $ 2,532
============
</TABLE>
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 $526,000 for the 2000
three months, approximately the same as the 1999 three months. The allowance for
loan losses as a percentage of outstanding loans, net of unearned income, was
1.35% at March 31, 2000, compared to 1.37% at December 31, 1999.
12
<PAGE>
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 three months was $7.6 million, compared to
$7.9 million for the 1999 three months, a decrease of 3.7%. The 2000 three
months includes $587,000 of insurance commissions generated from the insurance
division that was acquired in May of 1999. Excluding this income from the 2000
three months, the quarter to quarter decrease was 11.1%. Other components of
noninterest income include service charges on deposits, investment division
revenue, securities brokerage revenue, trust department revenue, and fees
relating to the origination and sale of mortgage loans. Service charges on
deposits for both the 2000 and 1999 three months were $1.8 million. Reflecting a
decline in the demand for debt securities from community banks, revenue in the
investment division totaled $1.2 million during the 2000 three months, compared
to $2.2 million during 1999 three months. The securities brokerage revenue
increased 52.0% to $1.3 million in 2000 three months, compared to $858,000 for
the 1999 three months. The increase is attributable to continued strong
production in this area and favorable market conditions. Trust fee revenue
increased 8.6% from the 1999 three months to $570,000. Fees generated from the
origination and sale of mortgages decreased to $788,000 for the 2000 three
months from $1.2 million in the 1999 three months, representing a 36.3% decline.
This decline is primarily a result of rising interest rates and the impact the
interest rate environment has on refinancing and new mortgage origination
activity. Other noninterest income for the 2000 three months was $853,000,
compared to $727,000 for the 1999 three months.
Noninterest expense was $16.9 million for the 2000 three months compared to
$15.4 million for the 1999 three months. Noninterest expense includes salaries
and employee benefits, occupancy and equipment expenses and other expenses.
Salaries and employee benefits were $10.1 million for the 2000 three months
compared to $9.4 million for the 1999 three 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. The small increase in
occupancy and equipment expense is also a result of the insurance acquisition
and branch expansions. Other noninterest expense increased to $4.9 million in
the 2000 three months, compared with $4.4 million in the 1999 three months.
Because of an increase in pre-tax income, income tax expense was $2.5 million
for the 2000 three months, compared to $2.3 million for the 1999 three months.
The effective tax rates for the 2000 three months and 1999 three months were
30.4% and 31.6%, respectively. These effective tax rates are impacted by items
of income and expense that are not subject to federal or state taxation.
13
<PAGE>
Earning Assets
- --------------
Loans comprised the largest single category of Alabama National's earning assets
on March 31, 2000. Loans, net of unearned income, were $1.37 billion or 69.3% of
total assets at March 31, 2000, compared to $1.32 billion or 68.7% at December
31, 1999. Loans grew $54.6 million, or 4.1%, during the 2000 three months. The
following table details the composition of the loan portfolio by category at the
dates indicated:
COMPOSITION OF LOAN PORTFOLIO
(Amounts in thousands, except percentages)
<TABLE>
<CAPTION>
March 31, 2000 December 31, 1999
-------------- -----------------
Percent Percent
Amount of Total Amount of Total
<S> <C> <C> <C> <C>
Commercial, financial and
agricultural.............................. $ 258,727 18.81% $ 257,047 19.45%
Real estate:
Construction.............................. 165,408 12.02 148,228 11.22
Mortgage - residential.................... 374,319 27.21 358,400 27.13
Mortgage - commercial..................... 383,385 27.87 369,158 27.94
Mortgage - other.......................... 4,022 .29 3,111 .24
Consumer.................................... 70,817 5.15 73,388 5.55
Other....................................... 119,115 8.66 111,913 8.47
---------- ------ ---------- ------
Total gross loans......................... 1,375,793 100.00% 1,321,245 100.00%
====== ======
Unearned income............................. (1,072) (1,085)
---------- ----------
Total loans, net of
unearned income......................... 1,374,721 1,320,160
Allowance for loan losses................... (18,554) (18,068)
---------- ----------
Total net loans........................... $1,356,167 $1,302,092
========== ==========
</TABLE>
Investment securities increased $13.5 million in the 2000 three months. During
the 2000 three months, the Company purchased $16.0 million of investment
securities and received $2.5 million from maturities, including principal
paydowns of mortgage backed securities.
Securities available for sale decreased $655,000 in the 2000 three months.
Purchases of available for sale securities totaled $25.3 million and maturities,
calls, and sales of available for sale securities totaled $25.4 million. Write
downs to estimated market value of available for sale securities totaled
$379,000 net of income taxes, during the 2000 three months.
Trading account securities, which had a balance of $653,000 at March 31, 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
$29.2 million at March 31, 2000 and $33.6 million at December 31, 1999.
14
<PAGE>
Deposits and Other Funding Sources
- ----------------------------------
Deposits increased $91.2 million from year-end 1999, to $1.53 billion at March
31, 2000. All categories of deposits experienced growth during the 2000 three
months.
Federal funds purchased and securities sold under agreements to repurchase
totaled $118.6 million at March 31, 2000, a decrease of $13.3 million from
December 31, 1999. The treasury, tax and loan account decreased to $1.1 million
at March 31, 2000, compared with $6.2 million at December 31, 1999. Short-term
borrowings at March 31, 2000 totaled $18.4 million, including a note payable to
a third party bank of $16.4 million and one advance from the Federal Home Loan
Bank ("FHLB") totaling $2.0 million.
Alabama National's short-term debt at March 31, 2000 and December 31, 1999 is
summarized as follows:
SHORT-TERM BORROWINGS
(Amounts in thousands)
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
---- ----
<S> <S> <C>
Note payable to third party bank under secured master note
agreement; rate varies with LIBOR and was 6.8625% and 7.2113%
at March 31, 2000 and December 31, 1999, respectively;
collateralized by the Company's stock in subsidiary banks. $ 16,389 $ 16,389
FHLB open ended notes payable, rate varies daily based on the
FHLB Daily Rate Credit interest price and was 6.59% and 4.55% at
March 31, 2000 and December 31, 1999, respectively; collateralized
by FHLB stock and certain first mortgage loans. 2,000 2,000
----------------------------
Total short-term borrowings $ 18,389 $ 18,389
============================
</TABLE>
Alabama National's long-term debt at March 31, 2000 and December 31, 1999 is
summarized as follows:
15
<PAGE>
LONG-TERM BORROWINGS
(Amounts in thousands)
<TABLE>
<CAPTION>
March 31, 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 5.76% and
5.9425% at March 31, 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. 5,000 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 three months. 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. 43,000 43,000
FHLB debt due October 12, 2001; interest rate varies with LIBOR and
reprices monthly; rate at March 31, 2000 and December 31, 1999 was
6.02875% and 6.50125%, respectively; collateralized by FHLB
stock and certain first mortgage loans. 10,000 10,000
FHLB debt due February 11, 2003; interest rate varies with LIBOR and
reprices monthly; rate at March 31, 2000 was 5.78875%;
collateralized by FHLB stock and certain first mortgage loans. 25,000
-
Various notes payable 37 39
Capital leases payable 249 266
----------------------------
$123,986 $124,005
============================
</TABLE>
16
<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 March 31, 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 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 would necessitate additional charges to
the allowance for loan losses.
At March 31, 2000, nonperforming assets totaled $5.3 million, virtually
unchanged from year-end 1999. Nonperforming assets as a percentage of period-
end loans plus other real estate were 0.39% at March 31, 2000 compared to 0.40%
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>
March 31, December 31,
2000 1999
---------- ------------
<S> <C> <C>
Nonaccrual loans..................................... $ 4,007 $ 4,146
Restructured loans................................... 415 432
Loans past due 90 days or more and still accruing.... - -
---------- ------------
Total nonperforming loans........................ 4,422 4,578
Other real estate owned.............................. 902 687
---------- ------------
Total nonperforming assets....................... $ 5,324 $ 5,265
========== ============
Allowance for loan losses to period-end loans........ 1.35% 1.37%
Allowance for loan losses to period-end
nonperforming loans.............................. 419.58 394.67
Allowance for loan losses to period-end
nonperforming assets............................. 348.50 343.17
Net charge-offs to average loans..................... 0.00 0.04
Nonperforming assets to period-end loans
and other real estate owned...................... 0.39 0.40
Nonperforming loans to period-end loans.............. 0.32 0.35
</TABLE>
17
<PAGE>
Net loan charge-offs for the 2000 three months totaled $40,000, or less than
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 1.35% at
March 31, 2000, compared to 1.37% at December 31, 1999. The following table
analyzes activity in the allowance for loan losses for the 2000 three months.
ANALYSIS OF THE ALLOWANCE FOR LOAN LOSSES For the
Three Months Ended March 31, 2000
(Amounts in thousands, except percentages)
<TABLE>
<S> <C>
Allowance for loan losses at
beginning of period..................................... $ 18,068
Charge-offs:
Commercial, financial and agricultural.................. 38
Real estate - mortgage.................................. 31
Consumer................................................ 139
--------
Total charge-offs.................................. 208
--------
Recoveries:
Commercial, financial and agricultural.................. 42
Real estate - mortgage.................................. 62
Consumer................................................ 64
--------
Total recoveries................................... 168
--------
Net charge-offs................................... 40
Provision for loan losses.................................... 526
--------
Allowance for loan losses at
end of period........................................... $ 18,554
========
</TABLE>
18
<PAGE>
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 March 31, 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.
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 sensitivity 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.
19
<PAGE>
The following table illustrates Alabama National's interest rate sensitivity at
March 31, 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>
March 31, 2000
----------------------------------------------------------------------------------
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)............................... $ 517,109 $ 109,036 $ 215,308 $ 841,453 $ 536,739 $1,378,192
Securities (2).......................... 15,480 10,258 35,694 61,432 287,928 349,360
Trading securities...................... 653 - - 653 - 653
Interest-bearing deposits in
other banks........................... 6,192 - - 6,192 - 6,192
Funds sold.............................. 29,195 - - 29,195 - 29,195
---------- --------- --------- --------- ---------- ----------
Total interest-earning assets...... $ 568,629 $ 119,294 $ 251,002 $ 938,925 $ 824,667 $1,763,592
Liabilities:
Interest-bearing liabilities:
Interest-bearing deposits:
Demand deposits..................... $ 74,177 $ - $ - $ 74,177 $ 171,491 $ 245,668
Savings and money market deposits... 126,944 - - 126,944 183,143 310,087
Time deposits (3)................... 86,541 143,491 397,273 627,305 110,453 737,758
Funds purchased........................ 118,626 - - 118,626 - 118,626
Short-term borrowings (4).............. 19,499 - - 19,499 - 19,499
Long-term debt......................... 9 25 71 105 123,881 123,986
---------- --------- --------- --------- ---------- ----------
Total interest-bearing liabilities.. $ 425,796 $ 143,516 $ 397,344 $ 966,656 $ 588,968 $1,555,624
---------- --------- --------- --------- ---------- ----------
Period gap................................. $ 142,833 $ (24,222) $(146,342) $ (27,731) $ 235,699
========== ========= ========= ========= ==========
Cumulative gap............................. $ 142,833 $ 118,611 $ (27,731) $ (27,731) $ 207,968 $ 207,968
========== ========= ========= ========= ========== ==========
Ratio of cumulative gap to total
earning assets............................ 8.10% 6.73% -1.57% -1.57% 11.79%
</TABLE>
____________________________
(1) Excludes nonaccrual loans of $4,007,000.
(2) Excludes available for sale equity securities of $8,594,000.
(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 $1,110,000.
20
<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 one 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 March 31, 2000, mortgage backed securities totaling $210.6
million, or 10.6% of total assets and essentially every loan, net of unearned
income, (totaling $1.37 billion, or 69.3% 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.
21
<PAGE>
Deposits totaled $1.53 billion, or 77.3%, of total assets at March 31, 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.
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 March 31, 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 $79,593 2.56% $74,125 1.49%
+100 basis points 78,817 1.56 73,490 0.62
0 basis points 77,610 - 73,037 -
-100 basis points 76,211 (1.80) 71,591 (1.98)
-200 basis points 73,507 (5.29) 69,424 (4.95)
</TABLE>
22
<PAGE>
Liquidity and Capital Adequacy
- ------------------------------
Alabama National's net loan to deposit ratio was 89.7% at March 31, 2000,
compared to 91.5% at year-end 1999. Alabama National's liquid assets as a
percentage of total deposits were 7.56% at March 31, 2000, compared to 7.87% at
year-end 1999. At March 31, 2000, Alabama National had unused federal funds
lines of approximately $156.6 million, unused lines at the Federal Home Loan
Bank of $120.2 million and an unused credit line with a third party bank of $3.6
million. The Company also has access to approximately $170 million via a credit
facility with the Federal Reserve Bank of Atlanta. At March 31, 2000 and year-
end 1999 there were no outstanding borrowings under this 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 $3.0 million from December
31, 1999 to $141.2 million at March 31, 2000. This increase was attributable to
(in thousands):
<TABLE>
<S> <C>
Net income........................................ $ 5,658
Dividends......................................... (2,324)
Increase in unrealized loss on securities
available for sale, net of deferred taxes....... (379)
-------
Net increase...................................... $ 2,955
=======
</TABLE>
23
<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 March 31, 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 March 31, 2000:
<TABLE>
<CAPTION>
Tier 1 Risk Total Risk Tier 1
Based Based Leverage
----- ----- --------
<S> <C> <C> <C>
Alabama National BanCorporation........................... 9.32 % 10.57 % 7.17 %
National Bank of Commerce of Birmingham................... 9.18 10.38 7.44
Alabama Exchange Bank..................................... 12.10 13.35 7.38
Bank of Dadeville......................................... 12.03 13.13 7.71
Citizens & Peoples Bank, N.A.............................. 13.13 14.38 9.13
Community Bank of Naples, N.A............................. 10.36 11.61 6.68
First American Bank....................................... 10.01 11.26 8.20
First Citizens Bank....................................... 13.80 14.99 7.26
First Gulf Bank........................................... 9.22 10.47 7.26
Georgia State Bank........................................ 11.22 12.39 7.19
Public Bank............................................... 11.21 12.26 8.10
Required minimums......................................... 4.00 8.00
</TABLE>
Year 2000 - Technology Considerations
- -------------------------------------
The Company has not experienced any material problems related to the Year 2000
date change. In addition, management is not aware of any customers that have
experienced Year 2000 issues that would have a material impact on the Company,
nor have any of the Company's vendors experienced Year 2000 problems that would
impair its ability to provide services to the Company. However, it is possible
that the full impact of the date change has not been fully recognized.
24
<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 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 - Second Amendment and Restatement of the
Alabama National BanCorporation Performance Share Plan,
adopted April 20, 2000.
Exhibit 11 - Computation of Earnings Per Share
Exhibit 27 - Financial Data Schedule (for SEC use only)
(b) Reports on Form 8-K
None.
25
<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: May 12, 2000 /s/ John H. Holcomb, III
------------ ------------------------
John H. Holcomb, III, its Chairman and
Chief Executive Officer
Date: May 12, 2000 /s/ William E. Matthews, V.
------------ ---------------------------
William E. Matthews, V., its Executive
Vice President and Chief Financial Officer
26
<PAGE>
Exhibit 10.1
SECOND AMENDMENT AND RESTATEMENT OF THE
ALABAMA NATIONAL BANCORPORATION
PERFORMANCE SHARE PLAN
1. Purpose. The purpose of the Alabama National BanCorporation Performance
Share Plan (the "Plan") is to further the long-term growth in profitability of
Alabama National BanCorporation (the "Company") by offering long-term incentives
in addition to current compensation to those key executives who will be largely
responsible for such growth.
2. Certain Definitions.
(a) "Award" means the award of Performance Shares to a Participant pursuant
to the terms of the Plan.
(b) "Award Period" means the period of calendar years (but no more than
five years) fixed by the Committee with respect to all Awards with the same Date
of Grant, commencing with each Date of Grant, except that (i) the Award Period
for an Employee whose normal retirement date (as determined under the Company's
corporate policy covering retirement of salaried employees) is less than the
period otherwise fixed by the Committee from the applicable Date of Grant shall
be the period beginning with such Date of Grant and ending on the December 31st
immediately preceding such normal retirement date and (ii) the Award Period for
a recently hired Employee may be for such lesser period as determined by the
Committee.
(c) "Committee" means the committee of the Board of Directors of the
Company which shall administer the Plan in accordance with Section 3.
(d) "Common Stock" means the common stock, par value $1.00 per share, of
the Company.
(e) "Company" means Alabama National BanCorporation, a Delaware
corporation.
(f) "Date of Grant" means as of January 1 of any year in which an Award is
made.
(g) "Employee" means any person (including any officer) employed by the
Company or any subsidiary of the Company on a full-time salaried basis.
(h) "Fair Market Value" of the Common Stock means the average of the daily
closing prices for a share of the Common Stock for the twenty (20) trading days
ending on the fifth business day prior to the date of payment of Performance
Shares for an Award Period or an Interim Period, as the case may be, on the
Composite Tape for New York Stock Exchange - Listed Stocks, or, if the Common
Stock is not listed on such Exchange, on the principal United States securities
exchange registered under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), on which the Common Stock is listed, or, if the Common Stock is
not listed on any such Exchange, the average of the daily closing bid quotations
with respect to a share of the Common Stock for such twenty (20) trading days on
the National Association of Securities Dealers, Inc., Automated Quotations
System or any system then in use.
(i) "Interim Period" means a period of calendar years chosen by the
Committee commencing with any Date of Grant, which period is less than the Award
Period commencing on the Date of Grant.
(j) "Net Income Per Share" for the Company, or any other corporation, means
net income for the year divided by average common shares outstanding during the
year, computed in accordance with generally accepted accounting principles as
reported in the Company's Annual Report to Stockholders or its equivalent.
<PAGE>
(k) "Participant" means an Employee who is selected by the Committee to
receive an Award under the Plan.
(l) "Performance Share" means the equivalent of one share of Common Stock.
(m) "Return on Average Equity" for the Company, or any other corporation,
for a period is obtained by dividing (i) Net Income Per Share of Common Stock
for the year, by (ii) average Stockholders' Equity Per Share at the beginning of
the year and at the end of the year, computed in accordance with generally
accepted accounting principles as reported in the Company's Annual Report to
Stockholders or its equivalent.
(n) "Section 162(m)" means Section 162(m) of the Internal Revenue Code of
1986, as amended, and any regulations promulgated thereunder.
(o) "Stockholders' Equity Per Share" for the Company, or any other
corporation, for a particular point in time is obtained by dividing (i)
stockholders' equity by (ii) outstanding common shares, computed in accordance
with generally accepted accounting principles as reported in the Company's
Annual Report to Stockholders or its equivalent.
3. Administration of the Plan. The Plan shall be administered by a Committee
designated by the Board of Directors, which shall be composed of not less than
three members of the Board of Directors. No member of the Committee shall be
eligible to participate in the Plan while serving as a member of the Committee.
Initially, the Committee shall be the Compensation Committee. Subject to the
provisions of the Plan, the Committee shall have the authority to select the
Employees who are to participate in the Plan, to determine the Award to be made
to each Employee selected to participate in the Plan, and to determine the
conditions subject to which Awards will become payable under the Plan.
The Committee shall have full power to administer and interpret the Plan
and to adopt such rules and regulations consistent with the terms of the Plan as
the Committee deems necessary or advisable in order to carry out the provisions
of the Plan. Except as otherwise provided in the Plan, the Committee's
interpretation and construction of the Plan and its determination of any
conditions applicable to Performance Share Awards or the reasons for any
terminations of Participants shall be conclusive and binding on all
Participants.
In connection with its determination as to the payment of Performance
Shares, the Committee has full discretion to adjust Net Income Per Share or
Stockholders' Equity Per Share to recognize special or nonrecurring situations
or circumstances for the Company, or any other corporation, for any year.
The Plan shall be unfunded. Benefits under the Plan shall be paid from the
general assets of the Company.
4. Participation. Participants in the Plan shall be selected by the Committee
from those Employees who, in the estimation of the Committee, have a substantial
opportunity to influence the long-term profitability of the Company.
5. Performance Share Awards.
(a) After appropriate approval of the Plan, and thereafter from time to
time, the Committee shall select Employees to receive Awards in any year as of
the Date of Grant. Any Employee may be granted more than one Award under the
Plan, but no Employee may be granted, in the aggregate, more than 25% of the
Performance Shares which are the subject of this Plan. Awards of Performance
Shares hereunder shall not be made unless any such Award is in compliance with
all applicable laws.
(b) No Participant shall be entitled to receive any dividends or dividend
equivalents on Performance Shares; with respect to any Performance Shares, no
Participant shall have any voting or any other rights of a Company
Page 2 of 7
<PAGE>
stockholder; and no Participant shall have any interest in or right to receive
any shares of Common Stock prior to the time when the Committee determines the
form of payment of Performance Shares pursuant to Section 6.
(c) Payment of the Award to any Participant shall be made in accordance
with Section 6 and shall be subject to such conditions for payment as the
Committee may prescribe at the time the Award is made. The Committee may
prescribe different conditions for different Participants. Such conditions may
be expressed in terms of: (i) the growth in Net Income Per Share during the
Award Period, or (ii average Return on Average Equity in comparison with other
banks and bank holding companies, or (ii other reasonable bases; provided that,
to the extent the Committee determines that it is necessary to qualify
compensation under Section 162(m), the performance criteria shall be based on
one or more of the criteria listed in (i) or (ii) above. The Committee may
prescribe conditions such that payment of an Award may be made with respect to a
number of shares of Common Stock that is greater than the number of Performance
Shares awarded. However, the Committee may not provide for payment of greater
than 125% of the number of Performance Shares awarded.
(d) Each Award shall be made in writing and shall set forth the terms and
conditions set by the Committee for payment of such Award including, without
limitation, the length of the Award Period and whether there will be an Interim
Period with respect to the Award and if so, the length of the Interim Period.
6. Payment of Performance Share Awards.
(a) Subject to the right of certain management or highly compensated
employees to defer payment of an Award as discussed in this Section 6(b) below,
payment of Performance Share Awards shall be as follows:
Each Participant granted an Award shall be entitled to payment of the
Award as of the close of the Award Period applicable to such Award, but
only if and after the Committee has determined that the conditions for
payment of the Award set by the Committee have been satisfied. At the time
of grant of each Award, the Committee shall decide whether there will be an
Interim Period. If the Committee determines that there shall be an Interim
Period for the Award to any Participant, each such Participant granted an
Award with an Interim Period shall be entitled to partial payment on
account thereof as of the close of the Interim Period, but only if and
after the Committee has determined that the conditions for partial payment
of the Award set by the Committee have been satisfied. Performance Shares
paid to a Participant for an Interim Period may be retained by the
Participant and shall not be repaid to the Company, notwithstanding that
based on the conditions set for payment at the end of the Award Period such
Participant would not have been entitled to payment of some or any of his
Award. Any Performance Shares paid to a Participant for the Interim Period
during an Award Period shall be deducted from the Performance Shares to
which such Participant is entitled at the end of the Award Period.
Unless otherwise directed by the Committee, payment of Awards shall be
made as promptly as possible by the Company after the determination by the
Committee that payment has been earned. Unless otherwise directed by the
Committee, all payments of Awards to Participants shall be made partly in
shares of Common Stock and partly in cash, with the cash portion being
approximately equal to the amount of federal, state and local taxes which
the Participant's employer is required to withhold on account of said
payment. The Committee, in its discretion, may provide for payment of cash
and distribution of shares of Common Stock in such other proportions as the
Committee deems appropriate, except and provided that the Committee must
pay in cash an amount equal to the federal, state and local taxes which the
Participant's employer is required to withhold on account of said payment.
There shall be deducted from the cash portion of all Awards all taxes to be
withheld with respect to such Awards.
For payment of each Award, the number of shares of Common Stock to be
distributed to Participants shall equal the Fair Market Value of the total
Performance Shares determined by the Committee to have been earned by the
Participant, less the portion of the Award that was paid in cash, divided
by the Fair Market
Page 3 of 7
<PAGE>
Value of a Performance Share. To the extent that shares of Common Stock are
available in the treasury of the Company on the date payment is to be made,
such shares may be issued in payment of Awards.
(b) Each Participant who is a management or highly compensated employee and
who is entitled to participate in the Alabama National BanCorporation Deferral
of Compensation Plan for Key Employees may elect to defer payment of any Award
in accordance with said plan.
7. Death or Disability. If, prior to the close of an Award Period, a
Participant's employment terminates by reason of his death or by his total and
permanent disability (as determined under the Company's Pension Plan), payment
of his outstanding Award or Awards shall be made as promptly as possible after
death or the date of the determination of total and permanent disability, and
the number of Performance Shares to be paid shall be computed as follows: First,
determine (based on the conditions set by the Committee for payment of Awards
for the subject Award Period) the number of Performance Shares that would have
been paid if each subject Award Period had ended on the December 31st
immediately preceding the date of death or the date of determination of total
and permanent disability. Then, multiply each above-determined number by a
fraction, the numerator of which is the number of months during the subject
Award Period that the Participant was an active Employee, and the denominator of
which is the number of months in the Award Period. This product shall be
reduced by any Performance Shares for which payment has been made with respect
to any Interim Period during each Award Period. In this instance, the Fair
Market Value of the Common Stock shall be based on the twenty (20) days
immediately preceding the date of death or the date of the determination of
total and permanent disability.
8. Retirement Prior to Close of an Award Period. If, prior to the close of an
Award Period, a Participant's employment terminates by reason of his retirement
on or after his normal retirement date (as determined under the Company's
Pension Plan) or prior to his normal retirement date if such retirement was at
the request of his employer, payment of the Participant's outstanding Award or
Awards will be made as promptly as possible after such retirement and such
payment shall be computed in the same manner as in Section 7, using the
effective date of retirement in place of the date of death or determination of
total and permanent disability.
9. Termination Under Certain Circumstances. If, prior to the close of an
Award Period, a Participant's employment terminates by reason of (i) his
retirement prior to his normal retirement date (as determined under the
Company's Pension Plan) and such retirement was at the request of the
Participant and approved in writing by his employer, (ii) the divestiture by the
Company of one or more of its business segments or a significant portion of the
assets of a business segment, or (iii) a significant reduction by the Company in
its salaried work force, the determination of whether such Participant shall
receive payment of his outstanding Award or Awards shall be within the exclusive
discretion of the Committee. Payment, if any, of his Award or Awards to such
Participant shall be made as of the close of each such Award Period by
multiplying the amount of payment otherwise due under the Award at that date had
the Participant remained employed through such date by a fraction, the numerator
of which is the number of months during the subject Award Period that the
Participant was an active Employee and the denominator of which is the number of
months in the Award Period.
10. Voluntary Termination or Discharge. If, prior to the close of an Award
Period, a Participant's status as an Employee terminates and there is no payment
due under the terms of Sections 7, 8, 9, or 20, all of such Participant's
outstanding Performance Shares shall forthwith and automatically be canceled and
all rights of the former holder of such canceled Performance Shares in respect
to such canceled Performance Shares shall forthwith terminate.
11. Limitation on Awards and Payments. The maximum number of Performance
Shares which may be awarded under the Plan shall not exceed an aggregate of
400,000 (except as adjusted in accordance with Section 18); provided, however,
that since January 1, 1996 for the term of the Plan, payments of Awards shall
involve no more than 400,000 shares of Common Stock (similarly adjusted in
accordance with Section 18). If any Performance Shares awarded under the Plan
are not paid because of death, total and permanent disability, retirement,
voluntary termination, discharge or
Page 4 of 7
<PAGE>
cancellation or because they lapse when conditions to their payment are not met,
they shall thereupon become available again for award under the Plan.
12. Term of Plan. This Plan was originally effective January 1, 1996 as it was
approved by the stockholders of the Company at the Annual Meeting of
Stockholders held on June 6, 1996. This Plan was first amended pursuant to an
Amendment approved by the Board of Directors of the Company at a meeting held on
April 16, 1998. This Restated Plan shall be effective April 20, 2000, as it was
approved by the Board of Directors of the Company at a meeting held on April 20,
2000. The Board of Directors of the Company may terminate the Plan at any time.
If not sooner terminated, the Plan will expire on the date on which all of the
Performance Shares subject to award under the Plan have been paid, but no grant
of Awards may be made after December 31, 2005. Termination or expiration shall
not adversely affect any right or obligation with respect to an Award
theretofore made.
13. Cancellation of Performance Shares. With the written consent of a
Participant holding Performance Shares granted to him under the Plan, the
Committee may cancel such Performance Shares. In the event of any such
cancellation, all rights of the former holder of such canceled Performance
Shares in respect to such canceled Performance Shares shall forthwith terminate;
and in no such event may such Participant be granted another Award within twelve
months thereafter.
14. No Assignment of Interest. The interest of any Participant in the Plan
shall not be assignable, either by voluntary assignment or by operation of law,
and any assignment of such interest, whether voluntary or by operation of law,
shall render the Award void, except that cash or shares of Common Stock payable
under the Plan shall be transferable by testamentary will or by the laws of
descent and distribution. All shares of Common Stock paid pursuant to this Plan
are to be taken subject to an investment representation by the Participant or
other recipient that any such shares are acquired for investment and not with a
view to distribution and that such shares shall not be transferred or sold until
registered in compliance with the Securities Act of 1933 or unless an exemption
therefrom is available in the opinion of the counsel for the Company.
15. Designation of Beneficiary. Each Participant may designate a beneficiary
or beneficiaries (which beneficiary may be an entity other than a natural
person) to receive any payments which may be made following the Participant's
death. Such designation may be changed or canceled at any time without the
consent of any such beneficiary. Any such designation, change or cancellation
must be made in a form approved by the Compensation Committee and shall not be
effective until received by the Compensation Committee. If no beneficiary has
been named, or the designated beneficiary or beneficiaries shall have
predeceased the Participant, the beneficiary shall be the Participant's spouse
or, if no spouse survives the Participant, the Participant's estate. If a
Participant designates more than one beneficiary, the rights of such
beneficiaries shall be payable in equal shares, unless the Participant has
designated otherwise.
16. Employment Rights. An Award made under the Plan shall not confer any right
on the Participant to continue in the employ of the Company or any subsidiary or
limit in any way the right of his employer to terminate his employment at any
time.
17. Expenses. The expenses of administering the Plan shall be borne by the
Company.
18. Dilution, Recapitalization and Other Adjustments. In case the Company
shall at any time issue any shares of Common Stock (i) in a stock split or other
increase of outstanding shares of Common Stock, by reclassification or
otherwise, whereby the par value of shares is reduced, or (ii) in payment of a
stock dividend, the number of Performance Shares which have been awarded but not
paid, the maximum number of Performance Shares which may be awarded under
the Plan, and the maximum number of shares of Common Stock which may be issued
in payment of the Awards (see Section 11) shall be increased proportionately;
and in like manner, in case of any combination of shares of Common Stock, by a
reverse stock split, reclassification or otherwise, the number of Performance
Shares which have been awarded but not paid, the maximum number of Performance
Shares which may be awarded under
Page 5 of 7
<PAGE>
the Plan, and the maximum number of shares of Common Stock which may be issued
in payment of the Awards shall be reduced proportionately.
19. Amendment and Termination of the Plan. The Board of Directors of the
Company may amend, suspend or terminate the Plan at any time; provided, however,
that no amendment may, without stockholder approval, increase the total number
of Performance Shares which may be awarded or paid under the Plan or change the
definition of Performance Share.
20. Plan Termination. The Board of Directors may terminate the Plan at any
time in their discretion and in such event no Awards shall be made after the
date of such Plan Termination. Payment of all Awards outstanding at the date of
Plan Termination shall be made as promptly as possible after such date and
payment of each such Award shall be computed in the same manner as in Section 7
using the effective date of Plan Termination in place of the date of death or
the date of the determination of total and permanent disability, except that the
Common Stock will be priced at Fair Market Value based on the twenty (20)
trading days immediately preceding the date of Plan Termination.
21. Change in Control. In the event of a Change in Control, each Participant
shall be deemed to have earned Performance Shares with respect to each of his or
her Awards outstanding at the date of such Change in Control. The number of
Performance Shares so earned shall be computed by determining (based on the
conditions set by the Committee for payment of Awards for the subject Award
Period) the number of Performance Shares that would have been paid if each
subject Award Period had ended on the December 31st immediately preceding the
Change of Control provided that in no event shall the number of Performance
Shares earned be less than the aggregate number of Performance Shares at the
target performance level (as identified in the applicable award letter) with
respect to all such Awards. Thus, in the event of a Change in Control, the
minimum Performance Shares to be awarded shall be equal to the aggregate number
of Performance Shares that would have been awarded at the end of the Award
Period(s) if the target performance level(s) applicable thereto had been met.
Performance Share Awards granted in the year of the Change in Control shall be
earned at the same percentage as Awards granted in the year preceding the year
of the Change in Control. Each Performance Share so earned shall be canceled
in exchange for an immediate payment in cash of an amount equal to the Change
in Control Price.
For purposes of this Section 21, the following terms shall have the
meanings ascribed thereto:
"Change in Control" means (i) acquisition by any person (within the
meaning of Section 13(d) of the Securities Exchange Act of 1934 (the
"Exchange Act")) of beneficial ownership (within the meaning of Rule 13d-3
under the Exchange Act) of 20% or more of the Common Stock then
outstanding; or (ii) the consummation of (A) any consolidation or merger of
the Company in which the Company is not the continuing or surviving
corporation or pursuant to which shares of the Common Stock are converted
into cash, securities or other property, other than a merger of the Company
in which the holders of Common Stock immediately prior to the merger have
the same proportionate ownership of common stock of the surviving
corporation immediately after the merger as they had in Common Stock
immediately prior to the merger, or (B) any sale, lease, exchange or other
transfer (in one transaction or a series of related transactions) of all,
or substantially all, of the assets of the Company, including, without
limitation, any sale, lease, exchange or other transfer (in one transaction
or a series of related transactions) of all or substantially all, of the
assets of the Company.
"Change in Control Price" means the greater of (x) the price per share
of Common Stock immediately preceding any transaction resulting in a Change
in Control or (y) the highest price per share of Common Stock offered in
conjunction with any transaction resulting in a Change in Control (as
determined in good faith by the Committee if any part of the offered price
is payable other than in cash).
22. Construction. The use of the masculine gender herein shall be deemed to
refer to the feminine as well. All headings are included for convenience of
reference and shall not be deemed a part of this Plan.
Page 6 of 7
<PAGE>
23. Interpretation. Notwithstanding anything else contained in this Plan to
the contrary, if any Award of Performance Shares is intended, at the time of
grant, to be other performance based compensation within the meaning of Section
162(m)(4)(C) of the Code, to the extent required to so qualify any award
hereunder, the Committee shall not be entitled to exercise any discretion
otherwise authorized under this Plan with respect to such Award if the ability
to exercise such discretion (as opposed to the exercise of such discretion)
would cause such Award to fail to qualify as other performance based
compensation.
Page 7 of 7
<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 MARCH 31, 2000
Basic EPS net income.................................... $ 5,658 11,066 $ 0.51
========
Effect of dilutive securities options................... - 129
------- ------
Diluted EPS............................................. $ 5,658 11,195 $ 0.51
======= ====== ========
THREE MONTHS ENDED MARCH 31, 1999
Basic EPS net income.................................... $ 5,019 11,022 $ 0.46
========
Effect of dilutive securities options................... - 166
------- ------
Diluted EPS............................................. $ 5,019 11,188 $ 0.45
======== ====== ========
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 80,556
<INT-BEARING-DEPOSITS> 6,192
<FED-FUNDS-SOLD> 29,195
<TRADING-ASSETS> 653
<INVESTMENTS-HELD-FOR-SALE> 324,852
<INVESTMENTS-CARRYING> 33,102
<INVESTMENTS-MARKET> 33,182
<LOANS> 1,374,721
<ALLOWANCE> 18,554
<TOTAL-ASSETS> 1,982,595
<DEPOSITS> 1,533,392
<SHORT-TERM> 18,389
<LIABILITIES-OTHER> 45,882
<LONG-TERM> 123,986
0
0
<COMMON> 11,187
<OTHER-SE> 130,023
<TOTAL-LIABILITIES-AND-EQUITY> 1,982,595
<INTEREST-LOAN> 29,458
<INTEREST-INVEST> 5,834
<INTEREST-OTHER> ,802
<INTEREST-TOTAL> 36,094
<INTEREST-DEPOSIT> 14,389
<INTEREST-EXPENSE> 3,797
<INTEREST-INCOME-NET> 17,908
<LOAN-LOSSES> 526
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 16,862
<INCOME-PRETAX> 8,135
<INCOME-PRE-EXTRAORDINARY> 8,135
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,658
<EPS-BASIC> 0.51
<EPS-DILUTED> 0.51
<YIELD-ACTUAL> 4.10
<LOANS-NON> 4,007
<LOANS-PAST> 0
<LOANS-TROUBLED> 415
<LOANS-PROBLEM> 18,009
<ALLOWANCE-OPEN> 18,068
<CHARGE-OFFS> 208
<RECOVERIES> 168
<ALLOWANCE-CLOSE> 18,554
<ALLOWANCE-DOMESTIC> 18,554
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 18,554
</TABLE>
