-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RFtPYkf3O3B9qmrS0Nl9JcnpNhlos8JWNlaQYLeBZ3Cl2hH7pdcOHjQFDngM7IqR C5KsXqWhR60zc8UBK2O0tQ== 0000036029-01-500005.txt : 20010330 0000036029-01-500005.hdr.sgml : 20010330 ACCESSION NUMBER: 0000036029-01-500005 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010329 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST FINANCIAL BANKSHARES INC CENTRAL INDEX KEY: 0000036029 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 750944023 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 000-07674 FILM NUMBER: 1583468 BUSINESS ADDRESS: STREET 1: 400 PINE STREET STREET 2: STE 600 CITY: ABILENE STATE: TX ZIP: 79601-0701 BUSINESS PHONE: 9156757155 10-K 1 ffin10k2000.txt FFIN - 2000 10K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to ________ Commission file number 0-7674 First Financial Bankshares, Inc. (Exact Name of Registrant as Specified in Its Charter) Texas 75-0944023 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 400 Pine Street Abilene, Texas 79601 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (915) 627-7155 Securities registered pursuant to Section 12(b) of the Act: Title of Class Name of Exchange on Which Registered -------------- ------------------------------------ None N/A Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $10.00 per share 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 by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] As of March 8, 2001, the aggregate market value of voting stock held by non-affiliates was $276,635,282. As of March 8, 2001, there were 9,851,477 shares of Common Stock outstanding. Documents Incorporated by Reference Certain information called for by Part III is incorporated by reference to the Proxy Statement for the 2001 Annual Meeting of our shareholders which will be filed with the Securities and Exchange Commission not later than 120 days after December 31, 2000. TABLE OF CONTENTS Page ---- FORWARD-LOOKING STATEMENTS....................................................1 PART I ITEM 1. BUSINESS..................................................1 ITEM 2. PROPERTIES...............................................12 ITEM 3. LEGAL PROCEEDINGS........................................13 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS......13 PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.....................................13 ITEM 6. SELECTED FINANCIAL DATA..................................14 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.....................15 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK....................................................23 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA..............24 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.....................25 PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.......25 ITEM 11. EXECUTIVE COMPENSATION...................................25 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT..............................................25 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...........25 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.............................................25 SIGNATURES i FORWARD-LOOKING STATEMENTS This Form 10-K contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. When used in this Form 10-K, words such as "anticipate," "believe," "estimate," "expect," "intend," "predict," "project," and similar expressions, as they relate to us or our management, identify forward-looking statements. These forward-looking statements are based on information currently available to our management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors, including but not limited to general economic conditions, actions taken by the Federal Reserve Board, legislative and regulatory actions and reforms, competition from other financial institutions and financial holding companies, fluctuation in interest rates, changes in the demand for loans, fluctuations in value of collateral and loan reserves and other factors described in "PART II, Item 7 -- Management's Discussion and Analysis of Financial Condition and Results of Operations." Such statements reflect the current views of our management with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by this paragraph. PART I ITEM 1. BUSINESS General - ------- First Financial Bankshares, Inc., a Texas corporation, is a multi-bank holding company registered under the Bank Holding Company Act of 1956, or BHCA. As such, we are supervised by the Board of Governors of the Federal Reserve System, or Federal Reserve Board, as well as several other state and federal regulators. We were formed as a bank holding company in 1956 under the original name F & M Operating Company, but our banking operations date back to 1890, when Farmers and Merchants National Bank opened for business in Abilene, Texas. By virtue of a series of reorganizations, mergers, and acquisitions since 1956, we now own, through our wholly-owned Delaware subsidiary, First Financial Bankshares of Delaware, Inc., nine banks organized and located in Texas. These nine banks are First National Bank of Abilene, Abilene, Texas; Hereford State Bank, Hereford, Texas; First National Bank, Sweetwater, Texas; Eastland National Bank, Eastland, Texas; First Financial Bank, National Association, Cleburne, Texas (formerly named The First National Bank in Cleburne); Stephenville Bank and Trust Co., Stephenville, Texas; San Angelo National Bank, San Angelo, Texas; Weatherford National Bank, Weatherford, Texas; and Texas National Bank, Southlake, Texas. Our service centers are located primarily in North Central and West Texas. Considering the branches and locations of all our subsidiary banks, as of December 31, 2000, we had 25 financial centers across Texas, with seven locations in Abilene, two locations in Cleburne, two locations in Stephenville, two locations in San Angelo, three locations in Weatherford, and one location each in Hereford, Sweetwater, Eastland, Southlake, Aledo, Alvarado, Burleson, Trophy Club, and Roby. First Financial Bankshares, Inc. - -------------------------------- We provide management and technical resources and policy direction to our subsidiary banks, which enables them to improve or expand their banking services while continuing their local activity and identity. Each of our subsidiary banks operates under the day-to-day management of its own board of directors and officers, with substantial authority in making decisions concerning their own investments, loan policies, interest rates, and service charges. We provide resources and policy direction in, among other things, the following areas: o asset and liability management; o accounting, budgeting, planning and insurance; o capitalization; and 1 o regulatory compliance. In particular, we assist our subsidiary banks with, among other things, decisions concerning major capital expenditures, employee fringe benefits, including pension plans and group insurance, dividend policies, and appointment of officers and directors and their compensation. We also perform, through corporate staff groups or by outsourcing to third parties, internal audits and loan reviews of our subsidiary banks. Through First National Bank of Abilene, we provide advice and specialized services for our banks related to lending, investing, purchasing, advertising, public relations, and computer services. Services Offered by Our Subsidiary Banks - ---------------------------------------- Each of our subsidiary banks is a separate legal entity that operates under the day-to-day management of its own board of directors and officers. Each of our subsidiary banks provides general commercial banking services, which include accepting and holding checking, savings and time deposits, making loans, automated teller machines, drive-in and night deposit services, safe deposit facilities, transmitting funds, and performing other customary commercial banking services. Our subsidiary banks also administer pension plans, profit sharing plans and other employee benefit plans, act as stock transfer agents or stock registrars for corporations, and provide paying agent services. First National Bank of Abilene, First National Bank, Sweetwater, Stephenville Bank and Trust Co. and San Angelo National Bank have active trust departments. The trust departments offer a complete range of services to individuals, associations, and corporations. These services include administering estates, testamentary trusts, various types of living trusts, and agency accounts. In addition, First National Bank of Abilene, First Financial Bank and San Angelo National Bank provide securities brokerage services through arrangements with various third parties. Competition - ----------- Commercial banking in Texas is highly competitive, and because we hold less than 1% of the state's deposits, we represent only a minor segment of the industry. To succeed in this industry, our management believes that our banks must have the capability to compete in the areas of (1) interest rates paid or charged; (2) scope of services offered; and (3) prices charged for such services. Our subsidiary banks compete in their respective service areas against highly competitive banks, savings and loan associations, small loan companies, credit unions, and brokerage firms, all of which are engaged in providing financial products and services and some of which are larger than our subsidiary banks in terms of capital, resources and personnel. Our business does not depend on any single customer or any few customers, the loss of any one of which would have a materially adverse effect upon our business. Although we have a broad base of customers that are not related to us, our customers also occasionally include our officers and directors, as well as other entities with which we are affiliated. With our subsidiary banks we may make loans to officers and directors, and entities with which we are affiliated, in the ordinary course of business. We make these loans on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons. Loans to directors, officers and their affiliates are also subject to certain restrictions under federal and state banking laws. Employees - --------- With our subsidiary banks we employed approximately 706 full-time equivalent employees at March 1, 2001. Our management believes that our employee relations have been and will continue to be good. Supervision and Regulation - -------------------------- Both federal and state laws extensively regulate bank holding companies and banks. These laws (and the regulations promulgated thereunder) are primarily intended to protect depositors and the deposit insurance fund of the Federal Deposit Insurance Corporation, or FDIC, although shareholders are also benefited. The following information describes particular laws and regulatory provisions relating to bank holding companies and banks. This discussion is qualified in its entirety by reference to the particular laws and regulatory provisions. A change in any of these laws or regulations may have a material effect on our business and the business of our subsidiary banks. 2 Bank Holding Companies Because we are a bank holding company, we are subject to regulation under the BHCA and its examination and reporting requirements. The BHCA provides that bank holding companies may not: (1) engage in any activities other than banking, managing and controlling banks, furnishing services to a bank that it owns and controls, or engaging in certain activities closely related to banking. Examples of activities that the Federal Reserve Board has determined to be closely related to banking, or to managing or controlling banks, include: o the making or acquiring of loans or other extensions of credit; o servicing of loans; o performing certain trust functions; o acting or serving as an investment or financial advisor; o providing certain securities brokerage services as agent for customers; and o providing bookkeeping and data processing services for a bank holding company and its subsidiaries; or (2) (subject to certain limited exceptions) directly or indirectly acquire the ownership or control of more than five percent of any class of voting shares or assets of any company, including a bank, without the prior written approval of the Federal Reserve Board. The BHCA provides that the Federal Reserve Board cannot approve any acquisition, merger or consolidation that may o substantially lessen competition in the banking industry, o create a monopoly in any section of the country, or o be a restraint of trade. However, the Federal Reserve Board may approve such a transaction if the convenience and needs of the community clearly outweigh any anti-competitive effects. Specifically, the Federal Reserve Board would consider, among other factors, the expected benefits to the public (greater convenience, increased competition, greater efficiency, etc.) against the risks of possible adverse effects (undue concentration of resources, decreased or unfair competition, conflicts of interest, unsound banking practices, etc.). Also, see "--Supervision and Regulation--Capital" for discussion of capital requirements of bank holding companies and "--Our Support of Our Subsidiary Banks" for discussion of support requirements of bank holding companies. Gramm-Leach-Bliley Act Traditionally, the activities of bank holding companies have been limited to the business of banking and activities closely related or incidental to banking, as described above. The Gramm-Leach-Bliley Act, which took effect on March 12, 2000, dismantled many Depression-era restrictions against affiliation between banking, securities and insurance firms by permitting bank holding companies to engage in a broader range of financial activities, so long as certain prudential safeguards are observed. Specifically, bank holding companies may elect to become "financial holding companies" that may affiliate with securities firms and insurance companies and engage in other activities that are financial in nature or incidental to a financial activity. Thus, with the enactment of the Gramm-Leach-Bliley Act, banks, securities firms and insurance companies find it easier to acquire or affiliate with each other and cross-sell financial products. The new act permits a single financial services organization to offer a more complete array of financial products and services than historically was permitted. The enactment of the Gramm-Leach-Bliley Act was a pivotal point in the history of the financial services industry. Under the new legislation, the Federal Reserve Board serves as the primary "umbrella" regulator of financial holding companies with supervisory authority over each parent company and limited authority over its subsidiaries. The primary regulator of each subsidiary of a financial holding company will depend on the type of activity conducted by the subsidiary. For example, broker-dealer subsidiaries will be regulated largely by securities regulators and insurance subsidiaries will be regulated largely by insurance authorities. 3 A bank holding company may become a financial holding company under the new statute only if each of its subsidiary banks is well capitalized, is well managed and has at least a satisfactory rating under the Community Reinvestment Act. A bank holding company that falls out of compliance with such requirement may be required to cease engaging in certain activities. Any bank holding company that does not elect to become a financial holding company remains subject to the current restrictions of the Bank Holding Company Act. A financial holding company is essentially a bank holding company with significantly expanded powers. Under the Gramm-Leach-Bliley Act, among the activities that will be deemed "financial in nature" for financial holding companies are, in addition to traditional lending activities, securities underwriting, dealing in or making a market in securities, sponsoring mutual funds and investment companies, insurance underwriting and agency activities, activities which the Federal Reserve Board determines to be closely related to banking, and certain merchant banking activities. In January 2001, the Federal Reserve Board and the Secretary of the Treasury promulgated final regulations governing the scope of permissible merchant banking investments which are those made under Section 4(k)(4)(H) of the Bank Holding Company Act, as amended by the Gramm-Leach-Bliley Act, which authorizes a financial holding company, directly or indirectly as principal or on behalf of one or more persons, to acquire or control any amount of shares, assets or ownership interests of a company or other entity that is engaged in any activity not otherwise authorized for the financial holding company under Section 4 of the Bank Holding Company Act. Under the regulation, the types of ownership that may be acquired include shares, assets or ownership interests of a company or other entity including debt or equity securities, warrants, options, partnership interests, trust certificates or other instruments representing an ownership interest in a company or entity whether voting or nonvoting. The merchant banking investments may be made by the financial holding company or any of its subsidiaries, other than a depository institution or subsidiary of a depository institution. Before acquiring or controlling a merchant banking investment, a financial holding company must either be or have a securities affiliate registered under the Securities Exchange Act of 1934 or a qualified insurance affiliate. The regulation places restrictions on the ability of a financial holding company to become involved in the routine management or operation of any of its portfolio companies. The regulation also provides that a financial holding company may own or control shares, assets and ownership interests pursuant to the merchant banking provisions only for such period of time as to enable the sale or disposition on a reasonable basis consistent with the financial viability of the financial holding company's merchant banking investment activities. Special provisions are also included in the regulation governing the investment by a financial holding company in private equity funds. The Federal Reserve Board and Secretary of Treasury have also requested public comment on the issue of whether to add the activities of real estate brokerage and real estate management to the list of permissible activities for financial holding companies and financial subsidiaries of national banks. We cannot predict whether the proposal will be adopted or the form any final rule might take. The Federal Reserve Board, the OCC, and the FDIC have proposed for comment a rule which would establish special minimum regulatory capital requirements for equity investments in non-financial companies. The proposed capital treatment would apply symmetrically to equity investments of banks and bank holding companies and would apply a series of marginal capital charges on covered equity investments that increase with the level of a banking organization's overall exposure to equity investments relative to the organization's Tier 1 Capital. After withdrawing an earlier proposal, this is the second proposal the agencies have made of this nature and we cannot predict what final form the regulation may take. We have not elected to become a financial holding company. We do not believe that the Gramm-Leach-Bliley Act will have a material adverse effect on our operations in this regard in the near term, but we will continue to analyze the effect of the act on our operations and our competition in the coming years. Our management believes that the Gramm-Leach-Bliley Act will in the long term increase competition in the market for financial services and products. Insurance companies and securities firms, which before the passage of the act were limited in their ability to acquire deposit-taking institutions, will find it easier to acquire or charter banks. 4 Conversely, banks, which before the passage of the act were limited in their ability to underwrite securities and insurance products, will find it easier to engage in those activities. To the extent the Gramm-Leach-Bliley Act permits banks, securities firms and insurance firms to affiliate, the financial services industry may therefore experience further consolidation. Although to date only a very small number of significant mergers between banks and securities firms or banks and insurance firms have been consummated, in the future an increased amount of consolidation could result in a growing number of large financial institutions that could compete aggressively with us by offering a wider variety of financial services than what we and our subsidiary banks currently offer or intend to offer in the future. Banks Federal and state laws and regulations that govern banks have the effect of, among other things, regulating the scope of business, investments, cash reserves, the purpose and nature of loans, the maximum interest rate chargeable on loans, the amount of dividends declared, and required capitalization ratios. National Banking Associations. Banks that are organized as national banking associations under the National Bank Act are subject to regulation and examination by the Office of the Comptroller of the Currency, or OCC. The OCC supervises, regulates and regularly examines the First National Bank of Abilene, First National Bank, Sweetwater, First Financial Bank, National Association, Eastland National Bank, San Angelo National Bank, Weatherford National Bank and Texas National Bank. The OCC's supervision and regulation of banks is primarily intended to protect the interests of depositors. The National Bank Act o requires each national banking association to maintain reserves against deposits, o restricts the nature and amount of loans that may be made and the interest that may be charged, and o restricts investments and other activities. State Banks. Banks that are organized as state banks under Texas law are subject to regulation and examination by the Banking Commissioner of the State of Texas. The Commissioner regulates and supervises, and the Texas Banking Department regularly examines, Hereford State Bank and Stephenville Bank and Trust Co. The Commissioner's supervision and regulation of banks is primarily designed to protect the interests of depositors. Texas law o requires each state bank to maintain reserves against deposits, o restricts the nature and amount of loans that may be made and the interest that may be charged, and o restricts investments and other activities. See "--Supervision and Regulation--Payment of Dividends" for discussion of restrictions on a bank's ability to pay dividends and "--Supervision and Regulation--Capital" for a discussion of capital requirements of our subsidiary banks. Deposit Insurance Each of our subsidiary banks is a member of the FDIC. The FDIC provides deposit insurance protection that covers all deposit accounts in FDIC-insured depository institutions and generally does not exceed $100,000 per depositor. Our subsidiary banks must pay assessments to the FDIC under a risk-based assessment system for federal deposit insurance protection. FDIC-insured depository institutions that are members of the Bank Insurance Fund pay insurance premiums at rates based on their risk classification. Institutions assigned to higher risk classifications (i.e., institutions that pose a greater risk of loss to their respective deposit insurance funds) pay assessments at higher rates than institutions that pose a lower risk. An institution's risk classification is assigned based on its capital levels and the level of supervisory concern the institution poses to bank regulators. In addition, the FDIC can impose special assessments to cover the costs of borrowings from the U.S. Treasury, the Federal Financing Bank and the Bank Insurance Fund member banks. As of December 31, 2000, the assessment rate for each of our subsidiary banks is at the lowest level risk-based premium available. 5 Under the Financial Institutions Reform, Recovery, and Enforcement Act of 1989, or FIRREA, an FDIC-insured depository institution can be held liable for any losses incurred by the FDIC in connection with (1) the "default" of one of its FDIC-insured subsidiaries or (2) any assistance provided by the FDIC to one of its FDIC-insured subsidiaries "in danger of default." "Default" is defined generally as the appointment of a conservator or receiver, and "in danger of default" is defined generally as the existence of certain conditions indicating that a default is likely to occur in the absence of regulatory assistance. The Federal Deposit Insurance Act, or FDIA requires that the FDIC review (1) any merger or consolidation by or with an insured bank, or (2) any establishment of branches by an insured bank. The FDIC is also empowered to regulate interest rates paid by insured banks. Approval of the FDIC is also required before an insured bank retires any part of its common or preferred stock, or any capital notes or debentures. Insured banks that are also members of the Federal Reserve System, however, are regulated with respect to the foregoing matters by the Federal Reserve System. Payment of Dividends We are a legal entity separate and distinct from our banking and other subsidiaries. We receive most of our revenue from dividends paid to us by our Delaware holding company subsidiary. Similarly, the Delaware holding company subsidiary receives dividends from our bank subsidiaries. Described below are some of the laws and regulations that apply when either we or our subsidiary banks pay dividends. Each state bank that is a member of the Federal Reserve System and each national banking association is required by federal law to obtain the prior approval of the Federal Reserve Board and the OCC, respectively, to declare and pay dividends if the total of all dividends declared in any calendar year would exceed the total of (1) such bank's net profits (as defined and interpreted by regulation) for that year plus (2) its retained net profits (as defined and interpreted by regulation) for the preceding two calendar years, less any required transfers to surplus. In addition, these banks may only pay dividends to the extent that retained net profits (including the portion transferred to surplus) exceed bad debts (as defined by regulation). Our subsidiary banks paid aggregate dividends of approximately $21.0 million in 2000 and approximately $20.6 million in 1999. Under the dividend restrictions discussed above, as of December 31, 2000, our subsidiary banks, without obtaining governmental approvals, could have declared in the aggregate additional dividends of approximately $21.6 million from retained net profits. To pay dividends, we and our subsidiary banks must maintain adequate capital above regulatory guidelines. In addition, if the applicable regulatory authority believes that a bank under its jurisdiction is engaged in or is about to engage in an unsafe or unsound practice (which, depending on the financial condition of the bank, could include the payment of dividends), the authority may require, after notice and hearing, that such bank cease and desist from the unsafe practice. The Federal Reserve Board and the OCC have each indicated that paying dividends that deplete a bank's capital base to an inadequate level would be an unsafe and unsound banking practice. The Federal Reserve Board, the OCC and the FDIC have issued policy statements that recommend that bank holding companies and insured banks should generally only pay dividends out of current operating earnings. Affiliate Transactions The Federal Reserve Act and the FDIA restrict the extent to which we can borrow or otherwise obtain credit from, or engage in certain other transactions with, our depository subsidiaries. These laws regulate "covered transactions" between insured depository institutions and their subsidiaries, on the one hand, and their nondepository affiliates, on the other hand. "Covered transactions" include a loan or extension of credit to a nondepository affiliate, a purchase of securities issued by such an affiliate, a purchase of assets from such an affiliate (unless otherwise exempted by the Federal Reserve Board), an acceptance of securities issued by such an affiliate as collateral for a loan, and an issuance of a guarantee, acceptance, or letter of credit for the benefit of such an affiliate. The "covered transactions" that an insured depository institution and its subsidiaries are permitted to engage in with their nondepository affiliates are limited to the following amounts: 6 (1) in the case of any one such affiliate, the aggregate amount of "covered transactions" cannot exceed ten percent of the capital stock and the surplus of the insured depository institution; and (2) in the case of all affiliates, the aggregate amount of "covered transactions" cannot exceed twenty percent of the capital stock and surplus of the insured depository institution. In addition, extensions of credit that constitute "covered transactions" must be collateralized in prescribed amounts. Further, a bank holding company and its subsidiaries are prohibited from engaging in certain tie-in arrangements in connection with any extension of credit, lease or sale of property or furnishing of services. Finally, when we and our subsidiary banks conduct transactions internally among us, we are required to do so at arm's length. Capital Bank Holding Companies. The Federal Reserve Board has adopted risk-based capital guidelines for bank holding companies. The ratio of total capital to risk weighted assets (including certain off-balance-sheet activities, such as standby letters of credit) must be a minimum of eight percent. At least half of the total capital is to be composed of common shareholders' equity, minority interests in the equity accounts of consolidated subsidiaries and a limited amount of perpetual preferred stock, less goodwill, which is collectively referred to as Tier 1 Capital. The remainder of total capital may consist of subordinated debt, other preferred stock and a limited amount of loan loss reserves. In addition, the Federal Reserve Board has established minimum leverage ratio guidelines for bank holding companies. Bank holding companies that meet certain specified criteria, including having the highest regulatory rating, must maintain a minimum Tier 1 Capital leverage ratio (Tier 1 Capital to average assets for the current quarter, less goodwill) of three percent. Bank holding companies that do not have the highest regulatory rating will generally be required to maintain a higher Tier 1 Capital leverage ratio of three percent plus an additional cushion of 100 to 200 basis points. The Federal Reserve Board has not advised us of any specific minimum leverage ratio applicable to it. The guidelines also provide that bank holding companies experiencing internal growth or making acquisitions will be expected to maintain strong capital positions. Such strong capital positions must be kept substantially above the minimum supervisory levels without significant reliance on intangible assets (e.g., goodwill, core deposit intangibles and purchased mortgage servicing rights). As of December 31, 2000, our capital ratios were as follows: (1) Tier 1 Capital to Risk-Weighted Assets Ratio, 17.75%; (2) Total Capital to Risk-Weighted Assets Ratio, 18.74%; and (3) Tier 1 Capital Leverage Ratio, 10.40%. Banks. The Federal Deposit Insurance Corporation Improvement Act of 1991, or FDICIA established five capital tiers with respect to depository institutions: "well-capitalized," "adequately capitalized," "undercapitalized," "significantly undercapitalized," and "critically undercapitalized." A depository institution's capital tier will depend upon where its capital levels are in relation to various relevant capital measures, including (1) risk-based capital measures, (2) a leverage ratio capital measure and (3) certain other factors. Regulations establishing the specific capital tiers provide that a "well-capitalized" institution will have a total risk-based capital ratio of ten percent or greater, a Tier 1 risk-based capital ratio of six percent or greater, and a Tier 1 leverage ratio of five percent or greater, and not be subject to any written regulatory enforcement agreement, order, capital directive or prompt corrective action derivative. For an institution to be "adequately capitalized," it will have a total risk-based capital ratio of eight percent or greater, a Tier 1 risk-based capital ratio of four percent or greater, and a Tier 1 leverage ratio of four percent or greater (in some cases three percent). For an institution to be "undercapitalized," it will have a total risk-based capital ratio that is less than eight percent, a Tier 1 risk-based capital ratio less than four percent or a Tier 1 leverage ratio less than four percent (or a leverage ratio less than three percent if the institution is rated composite 1 in its most recent report of examination, subject to appropriate federal banking agency guidelines). For an institution to be "significantly undercapitalized," it will have a total risk-based capital ratio less than six percent, a Tier 1 risk-based capital ratio less than three percent, or a Tier 1 leverage ratio less than three percent. For an institution to be "critically undercapitalized," it will have a ratio of tangible equity to total assets equal to or less than two percent. FDICIA requires federal banking agencies to take "prompt corrective action" against depository institutions that do not meet minimum capital requirements. Under current regulations, we were "well capitalized" as of December 31, 2000. FDICIA generally prohibits a depository institution from making any capital distribution (including payment of a dividend) or paying any management fee to its holding company if the depository institution would thereafter be "undercapitalized." An "undercapitalized" institution must develop a capital restoration plan and its parent holding company must guarantee that institution's compliance with such plan. The liability of the parent holding company under any such guarantee is limited to the lesser of five percent of the institution's assets at the time it became "undercapitalized" or the amount needed to bring the institution into compliance with all capital standards. 7 Furthermore, in the event of the bankruptcy of the parent holding company, such guarantee would take priority over the parent's general unsecured creditors. If a depository institution fails to submit an acceptable capital restoration plan, it shall be treated as if it is significantly undercapitalized. "Significantly undercapitalized" depository institutions may be subject to a number of requirements and restrictions, including orders to sell sufficient voting stock to become "adequately capitalized," requirements to reduce total assets, and cessation of receipt of deposits from correspondent banks. "Critically undercapitalized" institutions are subject to the appointment of a receiver or conservator. Finally, FDICIA requires the various regulatory agencies to set forth certain standards that do not relate to capital. Such standards relate to the safety and soundness of operations and management and to asset quality and executive compensation, and permit regulatory action against a financial institution that does not meet such standards. If an insured bank fails to meet its capital guidelines, it may be subject to a variety of other enforcement remedies, including a prohibition on the taking of brokered deposits and the termination of deposit insurance by the FDIC. Bank regulators continue to indicate their desire to raise capital requirements beyond their current levels. In addition to FDICIA capital standards, Texas-chartered banks must also comply with the capital requirements imposed by the Texas Banking Department. Neither the Texas Finance Code nor its regulations specify any minimum capital-to-assets ratio that must be maintained by a Texas-chartered bank. Instead, the Texas Banking Department determines the appropriate ratio on a bank by bank basis, considering factors such as the nature of a bank's business, its total revenue, and the bank's total assets. As of December 31, 2000, all of our Texas-chartered banks exceeded the minimum ratios applied to them. Our Support of Our Subsidiary Banks Under Federal Reserve Board policy, we are expected to commit resources to support each of our subsidiary banks. This support may be required at times when, absent such Federal Reserve Board policy, we would not otherwise be required to provide it. In addition, any loans we make to our subsidiary banks would be subordinate in right of payment to deposits and to other indebtedness of our banks. In the event of a bank holding company's bankruptcy, any commitment by the bank holding company to a federal bank regulatory agency to maintain the capital of a subsidiary bank will be assumed by the bankruptcy trustee and be subject to a priority of payment. Under the National Bank Act, if the capital stock of a national bank is impaired by losses or otherwise, the OCC is authorized to require the bank's shareholders to pay the deficiency on a pro-rata basis. If any shareholder refuses to pay the pro-rata assessment after three months notice, then the bank's board of directors must sell an appropriate amount of the shareholder's stock at a public auction to make up the deficiency. To the extent necessary, if a deficiency in capital still exist and the bank refuses to go into liquidation, then a receiver may be appointed to wind up the bank's affairs. Interstate Banking and Branching Act Pursuant to the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994, or Riegle-Neal Act, a bank holding company is able to acquire banks in states other than its home state. Prior to September 29, 1995, federal law provided that the Federal Reserve Board could only approve interstate acquisitions by bank holding companies that were specifically authorized by the laws of the state in which the bank whose shares were to be acquired was located. The Riegle-Neal Act also authorized banks to merge across state lines, thereby creating interstate branches, beginning June 1, 1997. Under this act, each state had the opportunity to "opt out" of this provision, thereby prohibiting interstate branching in such states, or to "opt in" at an earlier time, thereby allowing interstate branching within that state prior to June 1, 1997. Furthermore, pursuant to this act, a bank is now able to open new branches in a state in which it does not already have banking operations, if the laws of such state permit it to do so. Although Texas had adopted legislation to "opt out" of the interstate branching provisions, recent judicial decisions and Texas legislation have superseded this "opt-out" legislation. Accordingly, both the OCC and the Texas Banking Department are presently accepting applications for interstate merger and branching transactions, subject to certain limitations on ages of the banks to be acquired and the total amount of deposits within the state a bank holding company may control. Since our primary service area is Texas, these developments are not expected to have any material impact on our growth strategy. We may, however, face increased competition from out-of-state banks that branch or make acquisitions in our primary markets. 8 Community Reinvestment Act of 1977 The Community Reinvestment Act of 1977, or CRA subjects a bank to regulatory assessment to determine if the institution meets the credit needs of its entire community, including low- and moderate-income neighborhoods served by the bank, and to take that determination into account in its evaluation of any application made by such bank for, among other things, approval of the acquisition or establishment of a branch or other deposit facility, an office relocation, a merger, or the acquisition of shares of capital stock of another financial institution. The regulatory authority prepares a written evaluation of an institution's record of meeting the credit needs of its entire community and assigns a rating. Our subsidiary banks have taken significant actions to comply with the CRA, and each has received at least a "satisfactory" commendation in its most recent review by federal regulators with respect to its compliance with the CRA. Both the United States Congress and the banking regulatory authorities have proposed substantial changes to the CRA and fair lending laws, rules and regulations, and there can be no certainty as to the effect, if any, that any such changes would have on our subsidiary banks. Consumer Laws And Regulations We are also subject to certain consumer laws and regulations that are designed to protect consumers in transactions with banks. While the following list is not exhaustive, these laws and regulations include the Truth in Lending Act, the Truth in Savings Act, the Electronic Funds Transfer Act, the Expedited Funds Availability Act, the Equal Credit Opportunity Act, and the Fair Housing Act, among others. These laws and regulations mandate various disclosure requirements and regulate the manner in which financial institutions must deal with customers when taking deposits or making loans to such customers. These and other laws also limit finance charges or other fees or charges earned in our activities. We must comply with the applicable provisions of these consumer protection laws and regulations as part of our ongoing customer relations. Technology Risk Management and Consumer Privacy State and federal banking regulators have issued various policy statements emphasizing the importance of technology risk management and supervision in evaluating the safety and soundness of depository institutions. Banks are contracting increasingly with outside vendors to provide data processing and core banking functions. The use of technology-related products, services, delivery channels and processes expose a bank to various risks, particularly operational, privacy, security, strategic, reputation and compliance risk. Banks are generally expected to successfully manage technology-related risks with all other risks to ensure that a bank's risk management is integrated and comprehensive, primarily through identifying, measuring, monitoring and controlling risks associated with the use of technology. Under Section 501 of the Gramm-Leach-Bliley Act, the federal banking agencies are required to establish appropriate standards for financial institutions regarding the implementation of safeguards to ensure the security and confidentiality of customer records and information, protection against any anticipated threats or hazards to the security or integrity of such records and protection against unauthorized access to or use of such records or information in a way that could result in substantial harm or inconvenience to a customer. The agencies have published a joint final rule which is effective July 1, 2001. Among other matters, the rule requires each bank to implement a comprehensive written information security program that includes administrative, technical and physical safeguards relating to customer information. Under the Gramm-Leach-Bliley Act, a financial institution must also provide its customers with a notice of privacy policies and practices. Section 502 prohibits a financial institution from disclosing nonpublic personal information about a consumer to nonaffiliated third parties unless the institution satisfies various notice and opt-out requirements and the customer has not elected to opt out of the disclosure. Under Section 504, the agencies are authorized to issue regulations as necessary to implement notice requirements and restrictions on a financial institution's ability to disclose nonpublic personal information about consumers to nonaffiliated third parties. In June 2000, the federal banking agencies issued a final rule, effective November 13, 2000, but compliance with which is optional until July 1, 2001. 9 Under the rule, all banks must develop initial and annual privacy notices which describe in general terms the bank's information sharing practices. Banks that share nonpublic personal information about customers with nonaffiliated third parties must also provide customers with an opt-out notice and a reasonable period of time for the customer to opt out of any such disclosure (with certain exceptions). Limitations are placed on the extent to which a bank can disclose an account number or access code for credit card, deposit, or transaction accounts to any nonaffiliated third party for use in marketing. Monetary Policy Banks are affected by the credit policies of other monetary authorities, including the Federal Reserve Board, that affect the national supply of credit. The Federal Reserve Board regulates the supply of credit in order to influence general economic conditions, primarily through open market operations in United States government obligations, varying the discount rate on financial institution borrowings, varying reserve requirements against financial institution deposits, and restricting certain borrowings by financial institutions and their subsidiaries. The monetary policies of the Federal Reserve Board have had a significant effect on the operating results of banks in the past and are expected to continue to do so in the future. Pending and Proposed Legislation Proposals to change the laws and regulations governing the banking industry are frequently introduced in Congress, in the state legislatures and before the various bank regulatory agencies. The Gramm-Leach-Bliley Act has especially created an increased level of rule-making and debate on the structure of the United States banking system. The likelihood and timing of any proposals or bills being enacted and the impact they might have on us and our subsidiary banks cannot be determined at this time. Statistical Disclosure - ---------------------- The following tables provide information required by the Exchange Act Industry Guide 3, "Statistical Disclosure by Bank Holding Companies" that has not been included in "PART II, Item 7--Management's Discussion and Analysis of Financial Condition and Results of Operations." Composition of Loans (in thousands):
December 31, ---------------------------------------------------------- 2000 1999 1998 1997 1996 --------- --------- --------- --------- --------- Commercial, financial and agricultural..... $ 295,032 $ 297,966 $ 278,647 $ 286,630 $ 240,271 Real estate-- construction................. 40,610 43,039 36,721 34,100 22,887 Real estate-- mortgage..................... 290,920 208,895 198,447 177,658 152,350 Consumer................................... 232,709 247,375 265,729 245,068 189,307 --------- --------- --------- --------- --------- $ 859,271 $ 797,275 $ 779,544 $ 743,456 $ 604,815 ========= ========= ========= ========= =========
Loan Concentrations Other than the classifications shown above, we had no loans outstanding at December 31, 2000 that represented more than 10% of total loans. Maturity Distribution and Interest Sensitivity of Loans at December 31, 2000 (in thousands): The following tables summarize maturity and yield information for the commercial, financial, and agricultural and real estate construction portion of the loan portfolio as of December 31, 2000: 10
After One Year One Year Through After Five or less Five Years Years Total ------------- ------------- ----------- ------------- Commercial, financial, and agricultural $ 202,912 $ 80,680 $ 11,440 $ 295,032 Real estate-- construction........... 37,781 2,829 -- 40,610 ------------- ------------- ----------- ------------- $ 240,693 $ 83,509 $ 11,440 $ 335,642 ============= ============= =========== =============
Maturities After One Year ----------- Loans with fixed interest rates.................... $ 62,583 Loans with floating or adjustable interest rates... 32,366 ----------- $ 94,949 Potential Problem Loans Certain loans classified for regulatory purposes as doubtful, substandard, or special mention are included in the nonperforming loan table. Also included in the classified loans are certain other loans that are deemed to be potential problems. Potential problem loans are those loans that are currently performing but where known information about trends or uncertainties or possible credit problems of the borrowers causes management to have serious doubts as to the ability of such borrowers to comply with present repayment terms, possibly resulting in the transfer of such loans to nonperforming status. These potential problem loans totaled $2.0 million as of December 31, 2000. Composition of Investment Securities (in thousands):
December 31, 2000 December 31, 1999 December 31, 1998 ------------------------ ------------------------ ---------------------- Amortized Est. Fair Amortized Est. Fair Amortized Est. Fair Cost Value Cost Value Cost Value ---------- ---------- ---------- --------- --------- --------- Held-to-maturity at amortized cost - ---------------------------------- U.S. Treasury obligations and obligations of U.S. government corporations and agencies... $ 251,418 $ 251,921 $ 283,736 $ 277,681 $ 293,400 $ 297,080 Obligations of states and political subdivisions...... 82,344 83,067 86,908 85,779 66,764 67,731 Mortgage-backed securities...... 53,541 54,006 46,083 45,393 44,634 44,894 Other securities................ 4,615 4,597 5,636 5,554 9,505 9,547 ---------- ---------- ---------- --------- --------- --------- Total....................... $ 391,918 $ 393,591 $ 422,363 $ 414,407 $ 414,303 $ 419,252 ========== ========== ========== ========= ========= ========= Available-for-sale - ------------------ U.S. Treasury obligations and obligations of U.S. government corporations and agencies... $ 102,872 $ 103,322 $ 105,290 $ 102,792 $ 104,256 $ 105,368 Obligations of states and political subdivisions...... 58,544 59,610 50,408 48,200 33,255 33,863 Mortgage-backed securities...... 47,963 48,551 41,940 41,158 42,579 42,795 Other securities................ 50,463 50,852 42,513 41,705 29,143 29,562 ---------- ---------- ---------- --------- --------- --------- Total....................... $ 259,842 $ 262,335 $ 240,151 $ 233,855 $ 209,233 $ 211,588 ========== ========== ========== ========= ========= =========
Analysis of the Allowance for Loan Losses (in thousands, except percentages):
2000 1999 1998 1997 1996 --------- --------- --------- --------- --------- Balance at January 1,................................. $ 8,938 $ 8,988 $ 10,632 $ 9,797 $ 9,650 Allowance established from purchase acquisitions...... -- -- -- 1,444 800 --------- --------- --------- --------- --------- 8,938 8,988 10,632 11,241 10,450 Charge-offs: Commercial, financial and agricultural.............. 950 1,038 1,267 836 1,214 Consumer............................................ 1,998 2,747 2,786 2,127 1,476 All other........................................... 45 36 106 164 74 --------- --------- --------- --------- --------- Total loans charged off............................... 2,993 3,821 4,159 3,127 2,764 11 2000 1999 1998 1997 1996 --------- --------- --------- --------- --------- Recoveries: Commercial, financial and agricultural.............. 391 632 532 726 389 Consumer............................................ 855 936 811 643 380 All other........................................... 299 172 32 35 142 --------- --------- --------- --------- --------- Total recoveries...................................... 1,545 1,740 1,375 1,404 911 --------- --------- --------- --------- --------- Net charge-offs....................................... 1,448 2,081 2,784 1,723 1,853 Provision for loan losses............................. 2,398 2,031 1,140 1,114 1,200 --------- --------- --------- --------- --------- Balance at December 31,............................... $ 9,888 $ 8,938 $ 8,988 $ 10,632 $ 9,797 ========= ========= ========= ========= ========= Loans at year-end..................................... $ 859,271 $ 797,275 $ 779,544 $ 743,456 $ 604,815 Average loans......................................... 817,603 779,283 770,183 657,325 575,658 Net charge-offs/average loans......................... 0.18% 0.27% 0.36% 0.26% 0.32% Average for loan losses/year-end loans................ 1.15 1.12 1.15 1.43 1.62 Allowance for loan losses/nonperforming loans......... 278.85 615.56 322.84 255.58 288.57
Allocation of Allowance for Loan Losses (in thousands):
2000 1999 1998 1997 1996 --------- --------- ---------- ---------- --------- Allocation Allocation Allocation Allocation Allocation Amount Amount Amount Amount Amount --------- --------- ---------- ---------- --------- Commercial, financial and agricultural........ $ 3,394 $ 3,340 $ 3,213 $ 4,099 $ 3,892 Real estate-- construction.................... 468 483 423 488 370 Real estate-- mortgage........................ 3,348 2,342 2,288 2,541 2,468 Consumer...................................... 2,678 2,773 3,064 3,504 3,067 --------- --------- ---------- ---------- --------- Total..................................... $ 9,888 $ 8,938 $ 8,988 $ 10,632 $ 9,797 ========= ========= ========== ========== =========
Percent of Total Loans:
2000 1999 1998 1997 1996 -------- -------- -------- -------- -------- Commercial, financial and agricultural................ 34.33% 37.37% 35.74% 38.55% 39.73% Real estate-- construction............................ 4.73 5.40 4.71 4.59 3.78 Real estate-- mortgage................................ 33.86 26.20 25.46 23.90 25.19 Consumer.............................................. 27.08 31.03 34.09 32.96 31.30
Available Information - --------------------- We file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission. You may read and copy any document we file at the Securities and Exchange Commission's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further information on the public reference room. Our SEC filings are also available to the public at the Securities and Exchange Commission's web site at http://www.sec.gov. No information from this web page is incorporated by reference herein. ITEM 2. PROPERTIES Our principal office is located in the First National Bank Building at 400 Pine Street in downtown Abilene, Texas. We lease approximately 2,300 square feet from First National Bank of Abilene, which owns the building, under a lease agreement that expires December 31, 2004. Our subsidiary banks collectively own 25 banking facilities, some of which are detached drive-ins, and they also lease four banking facilities. Our management considers all of our existing locations to be quality facilities and well-suited for conducting the business of banking. We believe that our existing facilities are adequate to meet our requirements and our subsidiary banks' requirements for the foreseeable future. 12 ITEM 3. LEGAL PROCEEDINGS With our subsidiary banks we are parties to a number of lawsuits arising in the ordinary course of our banking business. However, there are no material pending legal proceedings to which we, our subsidiary banks or our other direct and indirect subsidiaries, or any of their properties, are subject. Other than regular, routine examinations by state and federal banking authorities, there are no proceedings pending or known to be contemplated by any governmental authorities. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matters were submitted to a vote of our security holders during the fourth quarter of our fiscal year ended December 31, 2000. PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS Our common stock, par value $10.00 per share, is traded on the Nasdaq National Market under the trading symbol FFIN. See "Item 8--Financial Statements and Supplementary Data--Quarterly Financial Data" for the high, low and closing sales prices as reported by the Nasdaq National Market for our common stock for the periods indicated. As of March 16, 2001, we had 1,648 shareholders of record. See "Item 8--Financial Statements and Supplementary Data--Quarterly Financial Data" for the frequency and amount of cash dividends paid by us. Also, see "PART I--Item 1--Business--Regulation and Supervision" for restrictions on our present or future ability to pay dividends, particularly those restrictions arising under federal and state banking laws. 13 ITEM 6. SELECTED FINANCIAL DATA The selected financial data presented below as of and for the years ended December 31, 2000, 1999, 1998, 1997 and 1996, have been derived from our audited consolidated financial statements. The selected financial data should be read in conjunction with "Item 7--Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements. The results of operations presented below are not necessarily indicative of the results of operations that may be achieved in the future. The amounts related to shares of our common stock have been adjusted to give effect to all stock dividends and stock splits.
Year Ended December 31, -------------------------------------------------------------------- 2000 1999 1998 1997 1996 ---------- ---------- ---------- ---------- ---------- (in thousands, except per share data) Summary Income Statement Information: Interest income $ 117,950 $ 110,013 $ 111,868 $ 101,474 $ 89,164 Interest expense 48,829 43,338 46,292 41,735 35,699 ---------- ---------- ---------- ---------- ---------- Net interest income 69,121 66,675 65,576 59,739 53,465 Provision for loan losses 2,398 2,031 1,140 1,114 1,200 Noninterest income 25,947 24,484 22,351 19,486 16,491 Noninterest expense 51,692 51,934 52,422 46,522 39,829 ---------- ---------- ---------- ---------- ---------- Earnings before income taxes 40,978 37,194 34,365 31,589 28,927 Provision for income taxes 12,662 11,504 11,111 10,563 9,884 ---------- ---------- ---------- ---------- ---------- Net earnings $ 28,316 $ 25,690 $ 23,254 $ 21,026 $ 19,043 ========== ========== ========== ========== ========== Per Share Data: Net earnings per share $ 2.85 $ 2.58 $ 2.34 $ 2.12 $ 1.98 Net earnings per share, assuming dilution 2.84 2.57 2.33 2.11 1.97 Cash dividends declared 1.29 1.125 1.00 0.88 0.79 Book value at period-end 19.90 17.91 17.03 15.56 14.20 Earnings performance ratios: Return on average assets 1.67% 1.53% 1.44% 1.46% 1.51% Return on average equity 15.39 14.84 14.51 14.37 14.72 Summary Balance Sheet Data (Period-end): Investment securities $ 654,253 $ 656,218 $ 625,891 $ 616,018 $ 541,451 Loans 859,271 797,275 779,544 743,456 604,815 Total assets 1,753,814 1,723,369 1,686,647 1,657,044 1,332,645 Deposits 1,519,874 1,524,704 1,504,856 1,488,709 1,185,440 Total liabilities 1,557,693 1,544,706 1,517,198 1,502,583 1,196,236 Total shareholders' equity 196,121 178,663 169,449 154,461 136,409 Asset quality ratios: Allowance for loan losses/period-end loans 1.15% 1.12% 1.15% 1.43% 1.62% Nonperforming assets/period-end loans plus foreclosed assets 0.48 0.26 0.41 0.68 0.69 Net charge offs/average loans 0.18 0.27 0.36 0.26 0.32 Capital ratios: Average shareholders' equity/average assets 10.86% 10.30% 9.89% 10.16% 10.24% Leverage ratio (1) 10.40 9.62 9.02 8.28 10.27 Tier 1 risk-based capital (2) 17.75 17.19 16.03 14.76 18.73 Total risk-based capital (3) 18.74 18.13 17.01 15.95 19.95 Dividend payout ratio 45.23 43.64 41.66 41.24 40.32 - -------------------------------- (1) Calculated by dividing, at period-end, shareholders' equity (before unrealized loss on securities available for sale) less intangible assets by fourth quarter average assets less intangible assets. (2) Calculated by dividing, at period-end, shareholders' equity (before unrealized loss on securities available for sale) less intangible assets by risk-adjusted assets. (3) Calculated by dividing, at period-end, shareholders' equity (before unrealized loss on securities available for sale) less intangible assets plus allowance for loan losses to the extent allowed under regulatory guidelines by risk-adjusted assets.
14 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Introduction Management's discussion and analysis of the major elements of our consolidated balance sheets as of December 31, 2000 and 1999, and statements of earnings for the years 1998 through 2000 should be reviewed in conjunction with our consolidated financial statements, accompanying notes, and selected financial data presented elsewhere in this Form 10-K. All amounts and prices related to our common stock have been adjusted to give effect to all stock splits and stock dividends. Results of Operations Performance Summary. Net earnings for 2000 were $28.3 million, an increase of $2.6 million, or 10.2%, over net earnings for 1999 of $25.7 million. Net earnings for 1998 were $23.3 million. The increase in net earnings for 2000 was primarily attributable to an increase in net interest income resulting primarily from the growth in average earning assets and an increase in noninterest income resulting primarily from increases in service fees on deposit accounts and gain on securities transactions. The increase in net earnings for 1999 was primarily attributable to an increase in net interest income resulting primarily from the growth in average earning assets and an increase in noninterest income resulting primarily from an increase in service fees on deposit accounts. On a per share basis, net earnings were $2.85 for 2000 as compared to $2.58 for 1999 and $2.34 for 1998. When calculated on a cash basis which excludes the after tax effect of goodwill amortization, our earnings per share amounted to $2.97 for 2000, $2.70 for 1999, and $2.46 for 1998. Return on average assets was 1.67% for 2000 as compared to 1.53% for 1999 and 1.44% for 1998. Return on average equity was 15.39% for 2000 as compared to 14.84% for 1999 and 14.52% for 1998. Net Interest Income. Net interest income is the difference between interest income on earning assets and the interest expense on liabilities incurred to fund those assets. Our earning assets consist primarily of loans and securities. Our liabilities to fund those assets consist primarily of interest-bearing deposits. Net interest income was $71.9 million in 2000 as compared to $69.0 million in 1999 and $67.0 million in 1998. These increases were primarily due to growth in the volume of earning assets. Average earning assets were $1.538 billion in 2000, as compared to $1.519 billion in 1999, which were $49.2 million higher than 1998. The 2000 increase is attributable to higher average investment securities, primarily tax-exempt securities, which increased $16.0 million, and higher average loans which increased $38.3 million. These increases were funded primarily from a reduction in average Federal funds sold which decreased $39.8 from the prior year average. The 1999 increase was due primarily to an increase in average tax-exempt investment securities, which were up $49.0 million. Table 1 allocates the increases in tax-equivalent net interest income for 2000 and 1999 between the amount of increase attributable to volume and rate. Table 1 -- Changes in Interest Income and Interest Expense (in thousands):
2000 Compared to 1999 1999 Compared to 1998 -------------------------------------- ----------------------------------- Change Attributable to Change Attributable to ------------------------ Total ---------------------- Total Volume Rate Change Volume Rate Change ---------- ---------- ---------- --------- --------- --------- Short-term investments.......... $ (1,974) $ 646 $ (1,328) $ 274 $ (341) $ (67) Taxable investment securities... 246 1,289 1,535 (429) (932) (1,361) Tax-exempt investment securities (1)......................... 1,032 315 1,347 2,773 (157) 2,616 Loans (1)....................... 3,384 3,459 6,843 838 (2,992) 2,154 ---------- ---------- ---------- --------- --------- --------- Interest income............. 2,688 5,709 8,397 3,456 (4,422) (966) Interest-bearing deposits....... (394) 5,012 4,618 1,338 (4,352) (3,014) Short-term borrowings........... 613 261 874 154 (95) 59 ---------- ---------- ---------- --------- --------- --------- Interest expense............ 219 5,273 5,492 1,492 (4,447) (2,955) ---------- ---------- ---------- --------- --------- --------- Net interest income......... $ 2,469 $ 436 $ 2,905 $ 1,964 $ 25 $ 1,989 ========== ========== ========== ========= ========= ========= - --------------- (1) Computed on a tax-equivalent basis assuming a marginal tax rate of 35%.
15 The net interest margin, which measures tax-equivalent net interest income as a percentage of average earning assets is illustrated below in Table 2 for the years 1998 through 2000. In 2000, the net interest margin amounted to 4.68%, which was up from 4.54% reported in 1999. In 1998, the net interest margin amounted to 4.56%. Our improved net interest margin in 2000 resulted primarily from an increase in average loans which were funded through a reduction in lower yielding Federal funds sold. Our 4.54% net interest margin in 1999 was slightly below the prior year but showed improvement toward the end of 1999 as market rates increased. Table 2 -- Average Balances and Average Yields and Rates (in thousands, except percentages):
2000 1999 1998 --------------------------- --------------------------- -------------------------- Average Income/ Yield/ Average Income/ Yield/ Average Income/ Yield/ Balance Expense Rate Balance Expense Rate Balance Expense Rate ---------- --------- ---- ---------- --------- ---- ---------- -------- ---- Assets Short-term investments..... $ 50,538 $ 3,148 6.23% $ 90,383 $ 4,476 4.95% $ 85,247 $ 4,543 5.33% Taxable investment securities 544,546 33,557 6.16 540,402 32,022 5.93 547,438 33,383 6.10 Tax-exempt investment securities (1)............ 125,072 8,389 6.71 109,079 7,042 6.46 67,068 4,426 6.60 Loans (1)(2)............... 817,603 75,652 9.25 779,283 68,809 8.83 770,18 70,963 9.21 ---------- --------- ---------- --------- ---------- -------- Total earning assets...... 1,537,759 120,746 7.85 1,519,147 112,349 7.40 1,469,936 113,315 7.71 Cash and due from banks.... 77,727 80,689 72,608 Bank premises and equipment 40,400 41,285 43,524 Other assets............... 28,212 27,478 21,720 Goodwill, net.............. 19,335 21,056 22,466 Allowance for loan losses.. (9,420) (9,016) (9,912) ---------- ---------- ---------- Total assets.............. $1,694,013 $1,680,639 $1,620,342 ========== ========== ========== Liabilities and Shareholders' Equity Interest-bearing deposits.. $1,161,175 $ 47,738 4.11% $1,171,892 $ 43,120 3.68% $1,138,858 $ 46,134 4.05% Short-term borrowings...... 17,621 1,091 6.19 4,607 217 4.71 2,338 158 6.76 ---------- --------- ---------- --------- ---------- -------- Total interest-bearing liabilities............... 1,178,796 48,829 4.14 1,176,499 43,337 3.68 1,141,196 46,292 4.06 Noninterest-bearing deposits 317,659 318,399 306,743 Other liabilities.......... 13,529 12,599 12,108 ---------- ---------- ---------- Total liabilities......... 1,509,984 1,507,497 1,460,047 Shareholders' equity......... 184,029 173,142 160,295 ---------- ---------- ---------- Total liabilities and shareholders' equity...... $1,694,013 $1,680,639 $1,620,342 ========== ========== ========== Net interest income.......... $ 71,917 $ 69,012 $ 67,023 ========= ========= ========= Rate Analysis: Interest income/earning assets..................... 7.85% 7.40% 7.71% Interest expense/earning assets..................... 3.18 2.85 3.15 ---- ---- ---- Net yield on earning assets 4.68% 4.54% 4.56% ==== ==== ==== - --------------- (1) Computed on a tax-equivalent basis assuming a marginal tax rate of 35%. (2) Nonaccrual loans are included in loans.
Noninterest Income. Noninterest income for 2000 was $25.9 million, an increase of $1.5 million, or 6.0%, as compared to 1999. This increase was primarily a result of (i) an increase in trust fees of $396 thousand due primarily to continued growth in trust assets; (ii) an increase in service fees on deposit accounts of $752 thousand which reflects growth in the number of accounts and the volume of transactions processed; and (iii) an increase in net gain on securities transactions. Noninterest income for 1999 was $24.5 million, an increase of $2.1 million, or 9.5%, as compared to 1998. This increase was primarily a result of (i) an increase in trust fees of $349 thousand due primarily to growth in trust assets; (ii) an increase in service fees on deposit accounts of $1.5 million, which reflects growth in the number of accounts and the volume of transactions processed; and (iii) an increase in ATM fees of $207 thousand which resulted from an increase in the number of cardholders and the volume of transactions processed. Table 3 provides comparisons for other categories of noninterest income. 16 Table 3 -- Noninterest Income (in thousands):
Increase Increase 2000 (Decrease) 1999 (Decrease) 1998 ---------- ---------- ---------- ---------- ---------- Trust fees................................... $ 5,494 $ 396 $ 5,098 $ 349 $ 4,749 Service fees on deposit accounts............. 14,074 752 13,322 1,484 11,838 Real estate mortgage fees.................... 1,022 (269) 1,291 (67) 1,358 Net securities gains (losses)................ 530 530 -- (42) 42 ATM fees..................................... 1,554 313 1,241 207 1,034 Other: Mastercard fees............................ 830 21 809 (63) 872 Miscellaneous income....................... 1,059 62 997 167 830 Safe deposit rental fees................... 395 3 392 1 391 Exchange fees.............................. 224 (32) 256 (125) 381 Credit life fees........................... 237 (47) 284 34 250 Gain (loss) on sale of repossessed assets.. 2 17 (15) (250) 235 Brokerage commissions...................... 252 (2) 254 41 213 Gain on sale of premises and equipment..... 4 (254) 258 248 10 Interest on loan recoveries................ 270 (27) 297 149 148 ---------- ---------- ---------- ---------- ---------- Total other............................. 3,273 (259) 3,532 202 3,330 ---------- ----------- ---------- ---------- ---------- Total Noninterest Income................... $ 25,947 $ 1,463 $ 24,484 $ 2,133 $ 22,351 ========== ========== ========== ========== ==========
Noninterest Expense. Total noninterest expense for 2000 was $51.7 million, a decrease of $241 thousand as compared to 1999. Noninterest expense for 1999 amounted to a decrease of $489 thousand as compared to 1998. An important measure in determining whether a banking company effectively managed noninterest expenses is the efficiency ratio, which is calculated by dividing noninterest expense by the sum of net interest income on a tax-equivalent basis and noninterest income. Our efficiency ratios were 53.11% for 2000, 55.55% for 1999, and 58.65% for 1998. Salaries and employee benefits totaled $27.1 million, an increase of $132 thousand as compared to 1999. Net occupancy and equipment expense in aggregate for 2000 decreased by $193 thousand and resulted primarily from lower building depreciation. Printing, stationery, and supplies expense for 2000 decreased $296 thousand as compared to 1999 and resulted primarily from the initial benefit of our implementation of a companywide procurement program provided through an outside vendor. Credit card fees for 2000 decreased $140 thousand as compared to 1999 and resulted primarily from the termination of our cardholder credit card product. Public relations and business development expense increased $101 thousand as compared to 1999 and reflects our increased emphasis on expanding our customer base. Other professional and service fees increased $105 thousand as compared to 1999 and resulted primarily from a review of our student loan processing area by outside professionals. Salaries and employee benefits for 1999 totaled $26.9 million, an increase of $266 thousand as compared to 1998. Net occupancy and equipment expense in the aggregate for 1999 decreased by $339 thousand and resulted primarily from lower depreciation and utilities expense. On a combined basis, accounting and legal fees for 1999 decreased $174 thousand as compared to 1998 and resulted primarily from a reduction in merger and acquisition expenses. Other miscellaneous expense totaled $3.7 million for 1999, a decrease of $315 thousand as compared to 1998. Approximately $160 thousand of this decrease resulted from lower expenses related to preparation for the Year 2000. 17 Table 4 -- Noninterest Expense (in thousands):
Increase Increase 2000 (Decrease) 1999 (Decrease) 1998 ---------- ---------- ---------- ---------- ---------- Salaries..................................... $ 20,963 $ 78 $ 20,885 $ 153 $ 20,732 Medical and other benefits................... 2,664 276 2,388 34 2,354 Profit sharing............................... 1,874 (237) 2,111 84 2,027 Payroll taxes................................ 1,576 15 1,561 (5) 1,566 ---------- ---------- ---------- ---------- ---------- Total salaries and employee benefits....... 27,077 132 26,945 266 26,679 Net occupancy expense........................ 3,563 (256) 3,819 (366) 4,185 Equipment expense............................ 4,181 63 4,118 27 4,091 Goodwill amortization........................ 1,641 -- 1,641 (14) 1,655 Other: Data processing and operation fees......... 1,263 88 1,175 26 1,149 Postage.................................... 1,046 (57) 1,103 (38) 1,141 Printing, stationery and supplies.......... 882 (296) 1,178 76 1,102 Advertising................................ 1,054 13 1,041 (52) 1,093 Correspondent bank service charges......... 1,262 19 1,243 151 1,092 ATM expense................................ 1,000 40 960 137 823 Credit card fees........................... 604 (140) 744 (9) 753 Telephone.................................. 754 84 670 (51) 721 Public relations and business development.. 703 101 602 6 596 Directors' fees............................ 453 (8) 461 (49) 510 Audit and accounting fees.................. 666 44 622 (38) 660 Legal fees................................. 279 (82) 361 (136) 497 Other professional and service fees........ 531 105 426 (36) 462 Regulatory exam fees....................... 424 39 385 (25) 410 Franchise tax.............................. 261 (96) 357 (47) 404 Software amortization...................... 287 (99) 386 (2) 388 Other miscellaneous........................ 3,761 65 3,696 (315) 4,011 ---------- ---------- ---------- ---------- ---------- Total other............................. 15,230 (180) 15,410 (402) 15,812 ---------- ---------- ---------- ---------- ---------- Total Noninterest Expense.................... $ 51,692 $ (241) $ 51,933 $ (489) $ 52,422 ========== ========== ========== ========== ==========
Income Taxes. Income tax expense was $12.7 million for 2000 as compared to $11.5 million for 1999 and $11.1 million for 1998. Our effective tax rates on pretax income were 30.9%, 30.9% and 32.3%, respectively, for the years 2000, 1999 and 1998. The decrease for 1999 was due to higher levels of nontaxable interest income resulting from increased volumes of tax-exempt securities. Balance Sheet Review Loans. The loan portfolio is comprised of loans made to businesses, individuals, and farm and ranch operations located in the primary trade areas served by our subsidiary banks. Real estate loans represent loans primarily for new home construction and owner-occupied real estate. The structure of loans in the real estate mortgage classification generally provides repricing intervals to minimize the interest rate risk inherent in fixed rate mortgage loans. As of December 31, 2000, total loans were $859.3 million, an increase of $62.0 million, or 7.8%, as compared to December 31, 1999. As of December 31, 1999, total loans were $797.2 million, an increase of $17.7 million or 2.3% as compared to December 31, 1998. Real estate loans as of December 31, 2000, increased $79.6 million as compared to December 31, 1999. As of December 31, 1999, real estate loans increased $10 million as compared to December 31, 1998. Commercial loans and consumer loans as of December 31, 2000, decreased $2.9 million and $14.7 million, respectively, as of December 31, 1999. Commercial loans and consumer loans as of December 31, 1999, increased $6.3 million and decreased $18.4 million, respectively, as of December 31, 1998. The decrease in consumer loans for 2000 resulted primarily from a $11.9 million reduction in the volume of indirect automobile loans and a $3.1 million reduction in credit card loans. Loans averaged $817.6 million during 2000, an increase of $38.3 million over the prior year average. 18 Table 5 -- Composition of Loans (in thousands, except percentages):
December 31, 2000 December 31, 1999 December 31, 1998 ------------------- -------------------- -------------------- % of % of % of Amount Total Amount Total Amount Total -------- ------ -------- ------ -------- ------ Commercial, financial and agricultural.................... $295,032 34.34% $297,966 37.37% $278,647 35.74% Real estate-- construction........ 40,610 4.73 43,039 5.40 36,721 4.71 Real estate-- mortgage............ 290,920 33.86 208,895 26.20 198,447 25.46 Consumer.......................... 232,709 27.08 247,375 31.03 265,729 34.09 -------- ------ -------- ------ -------- ------ $859,271 100.00% $797,275 100.00% $779,544 100.00% ======== ====== ======== ====== ======== ======
Asset Quality. Loan portfolios of each of our subsidiary banks are subject to periodic reviews by our centralized independent loan review group as well as periodic examinations by state and federal bank regulatory agencies. Loans are placed on nonaccrual status when, in the judgment of management, the collectibility of principal or interest under the original terms becomes doubtful. Nonperforming assets, which consist of nonperforming loans and foreclosed assets, were $4.1 million at December 31, 2000, as compared to $2.1 million at December 31, 1999 and $3.2 million at December 31, 1998. As a percent of loans and foreclosed assets, nonperforming assets were 0.48% at December 31, 2000, as compared to 0.26% at December 31, 1999 and 0.41% at December 31, 1998. Management considers the level of nonperforming assets to be manageable and is not aware of any material classified credit not properly disclosed as nonperforming at December 31, 2000. Table 6 -- Nonperforming Assets (in thousands, except percentages):
At December 31, ----------------------------------------------------------------- 2000 1999 1998 1997 1996 ---------- ---------- --------- ---------- --------- Nonaccrual loans............................. $ 3,512 $ 1,389 $ 2,717 $ 3,668 $ 2,906 Loans past due 90 days or more............... 34 63 67 134 116 Restructured loans........................... -- -- -- 358 373 ---------- ---------- --------- ---------- --------- Nonperforming loans..................... 3,546 1,452 2,784 4,160 3,395 Foreclosed assets............................ 546 637 385 936 806 ---------- ---------- --------- ---------- --------- Total nonperforming assets.............. $ 4,092 $ 2,089 $ 3,169 $ 5,096 $ 4,201 ========== ========== ========= ========== ========= As a % of loans and foreclosed assets........ 0.48% 0.26% 0.41% 0.68% 0.69%
Provision and Allowance for Loan Losses. The allowance for loan losses is the amount deemed by management as of a specific date to be adequate to provide for possible losses on loans that may become uncollectible. Management determines the allowance and the required provision expense by reviewing general loss experiences and the performances of specific credits. The provision for loan losses was $2.4 million for 2000 as compared to $2.0 million for 1999 and $1.1 million for 1998. As a percent of average loans, net loan charge-offs were 0.18% during 2000, 0.27% during 1999 and 0.36% during 1998. The lower net charge-off ratio for 2000 resulted primarily from a $749 thousand reduction in consumer-related loan losses. The allowance for loan losses as a percent of loans was 1.15% as of December 31, 2000, as compared to 1.12% as of December 31, 1999. Management anticipates that the ratio of allowance for loan losses to loans will remain above 1% in future periods. A key indicator of the adequacy of the allowance for loan losses is the ratio of the allowance to nonperforming loans, which consist of nonaccrual loans, loans past due 90 days, and restructured loans. This ratio for the past five years is disclosed in the following Table 7. 19 Table 7 -- Loan Loss Experience and Allowance for Loan Losses (in thousands, except percentages):
2000 1999 1998 1997 1996 ---------- ---------- --------- ---------- --------- Balance at January 1,........................ $ 8,938 $ 8,988 $ 10,632 $ 9,797 $ 9,650 Allowance established from purchase acquisition -- -- -- 1,444 800 ---------- ---------- --------- ---------- --------- 8,938 8,988 10,632 11,241 10,450 Loans charged off............................ 2,993 3,821 4,159 3,127 2,764 Loans recovered.............................. 1,545 1,740 1,375 1,404 911 ---------- ---------- --------- ---------- --------- Net charge-offs.............................. 1,448 2,081 2,784 1,723 1,853 Provision for loan losses.................... 2,398 2,031 1,140 1,114 1,200 ---------- ---------- --------- ---------- --------- Balance at December 31,...................... $ 9,888 $ 8,938 $ 8,988 $ 10,632 $ 9,797 ========== ========== ========= ========== ========= Loans at year-end............................ $ 859,271 $ 797,275 $ 779,544 $ 743,456 $ 604,815 Average loans................................ 817,603 779,283 770,183 657,325 575,658 Net charge offs/average loans................ 0.18% 0.27% 0.36% 0.26% 0.32% Allowance for loan losses/year-end loans..... 1.15 1.12 1.15 1.43 1.62 Allowance for loan losses/nonperforming assets 278.85 615.55 322.84 255.58 288.57
Investment Securities. Investment securities totaled $654.2 million as of December 31, 2000, as compared to $656.2 million at December 31, 1999. At December 31, 2000, securities with an amortized cost of $391.9 million were classified as securities held-to-maturity and securities with a market value of $262.3 million were classified as securities available-for-sale. As compared to December 31, 1999, the portfolio at December 31, 2000, reflected (i) a decrease of $33.8 million in U.S. Treasury and U.S. Government corporations and agencies securities; (ii) an increase of $6.9 million in tax-exempt obligations of states and political subdivisions; (iii) an $8.1 million increase in other securities, primarily corporate bonds; and (iv) a $16.9 million increase in mortgage-backed securities. The overall portfolio yield of 6.40% at the end of 2000 was up from the prior year-end yield of 6.15%. We did not hold any collateralized mortgage obligations that entail higher risks than standard mortgage-backed securities or structured notes. See Note 2 to the Consolidated Financial Statements for additional disclosures relating to the maturities and fair values of the investment portfolio at December 31, 2000 and 1999. Table 8 -- Maturities and Yields of Investment Securities Held December 31, 2000 (in thousands, except percentages):
Maturing ------------------------------------------------------------------------------------ After One Year After Five Years One Year Through Through After or Less Five Years Ten Years Ten Years Total -------------- -------------- -------------- -------------- -------------- Held-to-Maturity: Amount Yield Amount Yield Amount Yield Amount Yield Amount Yield - ---------------- ------- ---- -------- ---- ------- ---- ------- ---- -------- ---- U.S. Treasury obligations.. $ 1,509 5.61% $ 4,027 5.46% $ -- --% $ -- --% $ 5,536 5.50% Obligations of U.S. Government corporations and agencies.......... 63,835 5.92 172,122 5.85 6,973 6.97 2,952 7.29 245,882 5.91 Obligations of states and political subdivisions.. 12,361 6.49 49,539 6.39 10,758 7.24 9,686 8.28 82,344 6.74 Other securities........... 4,615 5.35 -- -- -- -- -- -- 4,615 5.35 Mortgage-backed securities. 3,253 5.36 16,514 6.60 26,129 7.11 7,645 6.89 53,541 6.82 ------- ---- -------- ---- ------- ---- ------- ---- -------- ---- Total................... $85,573 5.94% $242,202 6.00% $43,860 7.12% $20,283 7.61% $391,918 6.20% ======= ==== ======== ==== ======= ==== ======= ==== ======== ====
Maturing ------------------------------------------------------------------------------------ After One Year After Five Years One Year Through Through After or Less Five Years Ten Years Ten Years Total -------------- -------------- -------------- -------------- -------------- Available-for-Sale: Amount Yield Amount Yield Amount Yield Amount Yield Amount Yield - ------------------ ------- ---- -------- ---- ------- ---- ------- ---- -------- ---- U.S. Treasury obligations.. $ 3,307 5.94% $ 1,014 6.05% $ -- --% $ -- --% $ 4,321 6.05% Obligations of U.S. Government corporations and agencies.......... 15,666 6.06 52,046 6.23 21,129 6.63 8,148 7.19 96,989 6.37 Obligations of states and political subdivisions.. 200 6.15 8,716 6.38 6,528 7.36 44,167 7.72 59,611 7.48 Other securities........... 7,402 5.81 40,313 6.46 -- -- 3,137 6.00 50,852 6.34 Mortgage-backed securities. 842 8.16 28,146 6.92 14,134 6.57 7,440 6.92 50,562 6.84 ------- ---- -------- ---- ------- ---- -------- ---- -------- ---- Total................... $27,417 6.04% $130,235 6.46% $41,791 6.72% $62,892 7.47% $262,335 6.70% ======= ==== ======== ==== ======= ==== ======= ==== ======== ====
20
Maturing ------------------------------------------------------------------------------------ After One Year After Five Years One Year Through Through After or Less Five Years Ten Years Ten Years Total -------------- -------------- -------------- -------------- -------------- Total Investment Securities: Amount Yield Amount Yield Amount Yield Amount Yield Amount Yield - --------------------------- ------- ---- -------- ---- ------- ---- ------- ---- -------- ---- U.S. Treasury obligations.. $ 4,816 5.84% $ 5,041 5.65% $ -- --% $ -- --% $ 9,857 5.74% Obligations of U.S. Government corporations and agencies.......... 79,501 5.94 224,168 5.94 28,102 6.71 11,100 7.22 342,871 6.04 Obligations of states and political subdivisions.. 12,561 6.48 58,255 6.39 17,286 7.29 53,853 7.82 141,955 7.05 Other securities........... 12,017 5.64 40,313 6.46 -- -- 3,137 6.00 55,467 6.26 Mortgage-backed securities. 4,095 5.94 44,660 6.80 40,263 6.92 15,085 6.90 104,103 6.83 -------- ---- -------- ---- ------- ---- ------- ---- -------- ---- Total................... $112,990 5.97% $372,437 6.16% $85,651 6.93% $83,175 7.51% $654,253 6.40% ======== ==== ======== ==== ======= ==== ======= ==== ======== ====
Deposits. Deposits held by subsidiary banks represent our primary source of funding. Total deposits were $1.520 billion as of December 31, 2000, as compared to $1.525 billion as of December 31, 1999 and $1.505 billion as of December 31, 1998. During 2000, approximately $16.5 million of deposits moved into repurchase agreements and were retained as a source of funding. Table 9 provides a breakdown of average deposits and rates paid over the past three years and the remaining maturity of time deposits of $100 thousand or more. Table 9 -- Composition of Average Deposits and Remaining Maturity of Time Deposits of $100,000 or More (in thousands, except percentages):
2000 1999 1998 ---------------------- ----------------------- -------------------- Average Average Average Average Average Average Balance Rate Balance Rate Balance Rate ---------- ---- ---------- ---- --------- ---- Noninterest-bearing deposits.... $ 317,659 -- $ 318,399 -- $ 306,743 -- Interest-bearing deposits Interest-bearing checking.... 252,281 1.59% 248,516 1.43% 240,159 2.01% Savings and money market accounts................... 374,396 3.93 379,075 3.42 351,319 3.23 Time deposits under $100,000. 370,093 5.29 378,528 4.88 390,791 5.23 Time deposits of $100,000 or more....................... 164,405 5.74 165,773 4.91 156,589 5.56 ---------- ---- ---------- ---- --------- ---- Total interest-bearing deposits 1,161,175 4.11% 1,171,892 3.68% 1,138,858 4.05% ---------- ---------- --------- Total average deposits.......... $1,478,834 $1,490,291 $1,445,601 ========== ========== ==========
December 31, 2000 ----------------- Three months or less............................... $ 53,270 Over three through six months...................... 39,590 Over six through twelve months..................... 51,672 Over twelve months................................. 20,962 ----------- Total time deposits of $100,000 or more.......... $ 165,494 =========== Capital Resources. Total shareholders' equity was $196.1 million, or 11.18% of total assets, at December 31, 2000, as compared to $178.7 million, or 10.37% of total assets, at December 31, 1999. During 2000, total shareholders' equity averaged $184.0 million, or 10.86% of average assets, as compared to $173.1 million, or 10.30% of average assets, during 1999. Effective July 25, 2000, we implemented a stock buy back program and, through December 31, 2000, purchased 126,100 shares in the open market at an average cost of $31.13 per share. Banking regulators measure capital adequacy by means of the risk-based capital ratio and leverage ratio. The risk-based capital rules provide for the weighting of assets and off-balance-sheet commitments and contingencies according to prescribed risk categories ranging from 0% to 100%. Regulatory capital is then divided by risk-weighted assets to determine the risk-adjusted capital ratios. The leverage ratio is computed by dividing shareholders' equity less intangible assets by quarter-to-date average assets less intangible assets. Regulatory minimums for risk-based and leverage ratios are 8.00% and 3.00%, respectively. As of December 31, 2000, our total risk-based and leverage ratios were 18.74% and 10.40%, respectively, as compared to total risk-based and leverage ratios of 18.13% and 9.62% as of December 31, 1999. In 2000, we experienced a higher rate of growth in tangible equity capital (6.4%) than assets (1.8%), which resulted in higher capital ratios as of December 31, 2000, as compared to December 31, 1999. 21 Interest Rate Risk. Interest rate risk results when the maturity or repricing intervals of interest-earning assets and interest-bearing liabilities are different. Our exposure to interest rate risk is managed primarily through our strategy of selecting the types and terms of interest-earning assets and interest-bearing liabilities that generate favorable earnings while limiting the potential negative effects of changes in market interest rates. We use no off-balance-sheet financial instruments to manage interest rate risk. Each of our subsidiary banks has an asset/liability committee that monitors interest rate risk and compliance with investment policies. Each subsidiary bank tracks interest rate risk by, among other things, interest-sensitivity gap and simulation analysis. Table 10 sets forth the interest rate sensitivity of our consolidated assets and liabilities as of December 31, 2000, and sets forth the repricing dates of our consolidated interest-earning assets and interest-bearing liabilities as of that date, as well as our projected consolidated interest rate sensitivity gap percentages for the periods presented. The table is based upon assumptions as to when assets and liabilities will reprice in a changing interest rate environment. These assumptions are estimates made by management. Assets and liabilities indicated as maturing or otherwise repricing within a stated period may, in fact, mature or reprice at different times and at different volumes than those estimated. Also, the renewal or repricing of certain assets and liabilities can be discretionary and subject to competitive and other pressures. Therefore, the following table does not and cannot necessarily indicate the actual future impact of general interest rate movements on our consolidated net interest income. Table 10 -- Interest Sensitivity Analysis (in thousands, except percentages):
December 31, 2000 Estimated 2001 2002 2003 2004 2005 Beyond Total Fair Value ---------- -------- -------- -------- -------- -------- ---------- ---------- Loans Fixed rate loans.... $ 236,361 $ 55,435 $ 82,804 $ 79,895 $ 68,141 $ 65,803 $ 588,439 $ 572,664 Average interest rate 9.33% 9.74% 9.35% 8.46% 9.17% 8.48% 9.14% Adjustable rate loans 270,832 -- -- -- -- -- 270,832 270,832 Average interest rate 9.91 -- -- -- -- -- 9.91 Investment securities Fixed rate securities 118,403 113,617 122,043 85,245 39,828 164,785 643,921 645,593 Average interest rate 5.86 5.96 5.97 6.31 6.86 7.23 6.37 Adjustable rate securities.......... 10,332 -- -- -- -- -- 10,332 10,332 Average interest rate 6.77 -- -- -- -- -- 6.77 Other earning assets Adjustable rate other 62,334 -- -- -- -- -- 62,334 62,334 Average interest rate 6.47 -- -- -- -- -- 6.47 ---------- -------- -------- -------- -------- -------- ---------- ---------- Total interest sensitive assets................ $ 698,262 $169,052 $204,847 $165,140 $107,969 $230,588 $1,575,858 $1,561,755 Average interest rate 8.09% 7.20% 7.34% 7.35% 8.32% 7.59% 7.76% Deposits Fixed rate deposits. $ 430,574 $ 55,583 $ 11,192 $ 5,316 $ 7,768 $ -- $ 510,433 $ 510,173 Average interest rate 6.03% 6.18% 5.71% 5.58% 6.35%% -- 4.99% Adjustable rate deposits............. 673,164 -- -- -- -- -- 673,164 673,164 Average interest rate 3.10 -- -- -- -- -- 3.10 Other interest-bearing liabilities Adjustable rate other 26,164 -- -- -- -- -- 26,164 26,164 Average interest rate 6.25 -- -- -- -- -- 6.25 ---------- -------- -------- -------- -------- -------- ---------- ---------- Total interest sensitive liabilities......... $1,129,902 $ 55,583 $ 11,192 $ 5,316 $ 7,768 $ -- $1,209,761 $1,209,501 Average interest rate 4.29% 6.18% 5.71% 5.58% 6.35% -- 4.41% Interest sensitivity gap $ (431,640) $113,469 $193,655 $159,824 $100,201 $230,588 $ 366,097 $ 352,254 Cumulative interest sensitivity gap..... (431,640) (318,171) (124,516) 35,308 135,509 366,097 Ratio of interest sensitive assets to interest sensitive liabilities......... 61.80 -- -- -- -- -- Cumulative ratio of interest sensitive assets to interest sensitive liabilities 61.80 73.16 89.59 102.94 111.20 130.26 Cumulative interest sensitivity gap as a percent of earning assets.............. (27.39)% (20.19)% (7.90)% 2.24% 8.60% 23.23%
As of December 31, 1999, our 2000 interest-sensitivity gap was ($488.1) million and its 2000 ratio of interest sensitive assets to interest sensitive liabilities was 56.76%. 22 Management estimates that, as of December 31, 2000 and December 31, 1999, an upward shift of interest rates by 200 basis points would result in an increase of projected net interest income of 3.4% and 1.4%, respectively, and a downward shift of interest rates by 200 basis points would result in a reduction in projected net interest income of 6.1% and 4.0%, respectively. These are good faith estimates and assume that the composition of our interest sensitive assets and liabilities existing at each year-end will remain constant over the relevant twelve month measurement period and that changes in market interest rates are instantaneous and sustained across the yield curve regardless of duration of pricing characteristics of specific assets or liabilities. Also, this analysis does not contemplate any actions that we might undertake in response to changes in market interest rates. In management's belief, these estimates are not necessarily indicative of what actually could occur in the event of immediate interest rate increases or decreases of this magnitude. Management believes that it is unlikely that such changes would occur in a short time period. As interest-bearing assets and liabilities reprice at different time frames and proportions to market interest rate movements, various assumptions must be made based on historical relationships of these variables in reaching any conclusion. Since these correlations are based on competitive and market conditions, our future results would, in management's belief, be different from the foregoing estimates, and such results could be material. Liquidity. Liquidity is our ability to meet cash demands as they arise. Such needs can develop from loan demand, deposit withdrawals or acquisition opportunities. Asset liquidity is provided by cash and assets, which are readily marketable or which will mature in the near future. Liquid assets include cash, federal funds sold, and short-term investments in time deposits in banks. Liquidity is also provided by access to funding sources, which include core depositors and correspondent banks that maintain accounts with and sell federal funds to our subsidiary banks. Given the strong core deposit base and relatively low loan deposit ratios maintained at the subsidiary banks, management considers the current liquidity position to be adequate to meet short- and long-term liquidity needs. Parent Company Funding. Our ability to fund various operating expenses, dividends, and cash acquisitions is generally dependent solely on our own earnings (without giving effect to our subsidiaries), cash reserves and funds derived from our subsidiary banks. These funds historically have been produced by intercompany dividends and management fees that are limited to reimbursement of actual expenses. We anticipate that our recurring cash sources will continue to include dividends and management fees from our subsidiary banks. At December 31, 2000, approximately $21.6 million was available for the payment of intercompany dividends by the subsidiary banks without the prior approval of regulatory agencies. Also at December 31, 2000, we had $25.0 million available under a line of credit with an unaffiliated financial institution. Dividends. Our long-term dividend policy is to pay cash dividends to our shareholders of between 40% and 45% of net earnings while maintaining adequate capital to support growth. The dividend payout ratios have amounted to 45.2%, 43.6% and 41.7% of net earnings, respectively, in 2000, 1999 and 1998. Given the current strong capital position and projected earnings and asset growth rates, we do not anticipate any change in our current dividend policy. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Our management considers interest rate risk to be a significant market risk for us. See "Item 7--Management's Discussion and Analysis of Financial Condition and Results of Operations--Balance Sheet Review--Interest Rate Risk" for disclosure regarding this market risk. 23 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Our consolidated financial statements begin on page F-1. Quarterly Results of Operations The following tables set forth certain unaudited historical quarterly financial data for each of the eight consecutive quarters in fiscal 2000 and 1999. This information is derived from unaudited consolidated financial statements that include, in our opinion, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation when read in conjunction with our consolidated financial statements and notes thereto included elsewhere in this Form 10-K. The amounts related to our common stock have been adjusted to give effect to all stock dividends and stock splits.
2000 --------------------------------------------------- 4th 3rd 2nd 1st ---------- --------- ---------- --------- Summary Income Statement Information: Interest income $ 30,675 $ 29,848 $ 29,168 $ 28,260 Interest expense 13,312 12,494 11,738 11,285 ---------- --------- ---------- --------- Net interest income 17,363 17,354 17,430 16,975 Provision for loan losses 812 426 419 741 ---------- --------- ---------- --------- Net interest income after provision for loan losses 16,551 16,928 17,011 16,234 Noninterest income 6,239 6,450 6,262 6,466 Net gain on securities transactions 530 -- -- -- Noninterest expense 12,900 12,929 12,924 12,940 ---------- --------- ---------- --------- Earnings before income taxes 10,420 10,449 10,349 9,760 Provision for income taxes 3,191 3,237 3,220 3,014 ---------- --------- ---------- --------- Net earnings $ 7,229 $ 7,212 $ 7,129 $ 6,746 ========== ========= ========== ========= Per Share Data: Net earnings per share $ 0.73 $ 0.73 $ 0.71 $ 0.68 Net earnings per share, assuming dilution 0.73 0.72 0.71 0.68 Cash dividends declared 0.33 0.33 0.33 0.30 Book value at period-end 19.90 19.18 18.66 18.29 Common stock sales price: High $ 32.13 $ 32.63 $ 29.25 $ 31.00 Low 28.50 26.75 23.94 26.25 Close 31.44 32.06 27.50 26.25
1999 --------------------------------------------------- 4th 3rd 2nd 1st ---------- --------- ---------- --------- Summary Income Statement Information: Interest income $ 28,152 $ 27,692 $ 27,139 $ 27,029 Interest expense 11,123 10,833 10,635 10,746 ---------- --------- ---------- --------- Net interest income 17,029 16,859 16,504 16,283 Provision for loan losses 767 486 308 470 ---------- --------- ---------- --------- Net interest income after provision for loan losses 16,262 16,373 16,196 15,813 Noninterest income 6,173 6,106 6,177 6,061 Noninterest expense 13,027 13,014 12,959 12,968 ---------- --------- ---------- --------- Earnings before income taxes 9,408 9,465 9,414 8,906 Provision for income taxes 2,850 2,932 2,942 2,779 ---------- --------- ---------- --------- Net earnings $ 6,558 $ 6,533 $ 6,472 $ 6,127 ========== ========= ========== ========= Per Share Data: Net earnings per share $ 0.66 $ 0.66 $ 0.64 $ 0.62 Net earnings per share, assuming dilution 0.66 0.66 0.64 0.61 Cash dividends declared 0.30 0.275 0.275 0.275 Book value at period-end 17.91 17.72 17.40 17.29 Common stock sales price: High $ 34.44 $ 34.77 $ 37.00 $ 36.13 Low 29.13 30.00 30.00 31.25 Close 30.75 33.25 31.75 32.38
24 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Arthur Andersen LLP has served as our independent accountants since 1990. There have been no disagreements between our management and our current independent accountants relating to accounting practices and procedures or financial disclosure. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The information required by Item 10 is hereby incorporated by reference from our proxy statement for our 2001 annual meeting of shareholders, or our 2001 proxy statement, under the captions "Proposal 1 -- Election of Directors" and "Section 16(a) Beneficial Ownership Reporting Compliance." ITEM 11. EXECUTIVE COMPENSATION The information required by Item 11 is hereby incorporated by reference from our 2001 proxy statement under the caption "Management." ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The information required by Item 12 is hereby incorporated by reference from our 2001 proxy statement under the captions "Proposal 1 -- Election of Directors" and "Security Ownership of Certain Beneficial Owners and Management." ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The information required by Item 13 is hereby incorporated by reference from our 2001 proxy statement under the caption "Interest in Certain Transactions." PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K A. The following documents are filed as part of this report: (1) Financial Statements Report of Independent Public Accountants Management's Report on Responsibility for the Financial Statements Consolidated Balance Sheets as of December 31, 2000 and 1999 Consolidated Statements of Earnings for the years ended December 31, 2000, 1999 and 1998 Consolidated Statements of Comprehensive Earnings for the years ended December 31, 2000, 1999 and 1998 Consolidated Statements of Shareholders' Equity for the years ended December 31, 2000, 1999 and 1998 Consolidated Statements of Cash Flows for the years ended December 31, 2000, 1999 and 1998 Notes to the Consolidated Financial Statements (2) Financial Statement Schedules None. 25 Schedules not listed above have been omitted because they are not required, are not applicable or have been included in our consolidated financial statements. (3) Exhibits The information required by this Item 14(a)(3) is set forth in the Exhibit Index immediately following our financial statements. The exhibits listed herein will be furnished upon written request to Curtis R. Harvey, Executive Vice President and Chief Financial Officer, First Financial Bankshares, Inc., 400 Pine Street, Abilene, Texas 79601, and payment of a reasonable fee that will be limited to our reasonable expense in furnishing such exhibits. B. Reports on Form 8-K. We did not file any reports on Form 8-K for the last quarter of the period covered by this report. 26 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. FIRST FINANCIAL BANKSHARES, INC. Date: March 20 , 2001 By: /S/ F. SCOTT DUESER ---- -------------------------------- F. SCOTT DUESER President, Chief Executive Officer and Director The undersigned directors and officers of First Financial Bankshares, Inc. hereby constitute and appoint Curtis R. Harvey, with full power to act and with full power of substitution and resubstitution, our true and lawful attorney-in-fact with full power to execute in our name and behalf in the capacities indicated below any and all amendments to this report and to file the same, with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission and hereby ratify and confirm all that such attorney-in-fact or his substitute shall lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Name Title Date ---- ----- ---- /S/ KENNETH T. MURPHY Chairman of the Board and Director March 20, 2001 - ----------------------------------------------- -- Kenneth T. Murphy /S/ CURTIS R. HARVEY Executive Vice President, Chief March 20, 2001 - ----------------------------------------------- Financial Officer, Controller and -- Curtis R. Harvey Chief Accounting Officer /S/ F. SCOTT DUESER President, Chief Executive Officer March 20, 2001 - ----------------------------------------------- and Director -- F. Scott Dueser /S/ JOSEPH E. CANON Director March 20, 2001 - ----------------------------------------------- -- Joseph E. Canon /S/ MAC A. COALSON Director March 21, 2001 - ----------------------------------------------- -- Mac A. Coalson Name Title Date ---- ----- ---- /S/ DAVID COPELAND Director March 20, 2001 - ----------------------------------------------- -- David Copeland Director March __, 2001 - ----------------------------------------------- Derrell E. Johnson Director March __, 2001 - ----------------------------------------------- Kade L. Matthews /S/ RAYMOND A. MCDANIEL, JR. Director March 20, 2001 - ----------------------------------------------- -- Raymond A. McDaniel, Jr. /S/ BYNUM MIERS Director March 20, 2001 - ----------------------------------------------- -- Bynum Miers /S/ JAMES M. PARKER Director March 20, 2001 - ----------------------------------------------- -- James M. Parker /S/ JACK D. RAMSEY Director March 20, 2001 - ----------------------------------------------- -- Jack D. Ramsey Director March __, 2001 - ----------------------------------------------- Craig Smith /S/ DIAN GRAVES STAI Director March 20, 2001 - ----------------------------------------------- -- Dian Graves Stai Director March __, 2001 - ----------------------------------------------- F. L. Stephens Name Title Date ---- ----- ---- Director March __, 2001 - ----------------------------------------------- Walter F. Worthington
EXHIBIT INDEX
Item 601 Regulation S-K Exhibit Reference Number Exhibits ------ ----------------------------------------------------------------------------------- 2.1 -- Stock Exchange Agreement and Plan of Reorganization, dated as of September 4, 1998, between First Financial Bankshares, Inc. and Cleburne State Bank (incorporated by reference from Exhibit 2.1 of the Registrant's Form S-4, filed on October 2, 1998 (Reg. No. 333-65235)). 2.2 -- Amendment No. 1 to Stock Exchange Agreement and Plan of Reorganization, dated as of October 30, 1998, between First Financial Bankshares, Inc. and Cleburne State Bank (incorporated by reference from Exhibit 2.2 of the Registrant's Amendment No. 1 to Form S-4, filed on November 3, 1998 (Reg. No. 333-65235)). 2.3 -- Stock Exchange Agreement and Plan of Reorganization, dated as of August 18, 1997, between First Financial Bankshares, Inc., Southlake Bancshares, Inc. and Texas National Bank (incorporated by reference from Exhibit 2.1 of the Registrant's Form S-4, filed on October 1, 1997 (Reg. No. 333-36919)). 2.4 -- Purchase and Assumption Agreement, dated May 27, 1997, by and between Southwest Bank of San Angelo and Texas Commerce Bank-- San Angelo, National Association (incorporated by reference from Exhibit 2.2 of the Registrant's Form S-4, filed on October 1, 1997 (Reg. No. 333-36919)). 3.1 -- Articles of Incorporation, and all amendments thereto, of the Registrant (incorporated by reference from Exhibit 1 of the Registrant's Amendment No. 2 to Form 8-A filed on Form 8-A/A No. 2 on November 21, 1995). 3.2 -- Amended and Restated Bylaws, and all amendments thereto, of the Registrant (incorporated by reference from Exhibit 2 of the Registrant's Amendment No. 1 to Form 8-A filed on Form 8-A/A No. 1 on January 7, 1994). 4.1 -- Specimen certificate of First Financial Common Stock (incorporated by reference from Exhibit 3 of the Registrant's Amendment No. 1 to Form 8-A filed on Form 8-A/A No. 1 on January 7, 1994). 10.1 -- Deferred Compensation Agreement, dated October 28, 1992, between the Registrant and Kenneth T. Murphy (incorporated by reference from Exhibit 4 of the Registrant's Form 10-K Annual Report for the fiscal year ended December 31, 1992). 10.2 -- Revised Deferred Compensation Agreement, dated December 28, 1995, between the Registrant and Kenneth T. Murphy (incorporated by reference from Exhibit 2 of the Registrant's Form 10-K Annual Report for the fiscal year ended December 31, 1995). 10.3 -- Executive Recognition Plan (incorporated by reference from Exhibit 2 of the Registrant's Form 10-K Annual Report for the fiscal year ended December 31, 1996). 10.4 -- Form of Executive Recognition Agreement (incorporated by reference from Exhibit 3 of the Registrant's Form 10-K Annual Report for the fiscal year ended December 31, 1996). 10.5 -- 1992 Incentive Stock Option Plan (incorporated by reference from Exhibit 10.5 of the Registrant's Form 10-K Annual Report for the fiscal year ended December 31, 1998). *21.1 -- Subsidiaries of the Registrant. 24.1 -- Power of Attorney (included on signature page of this Form 10-K). - --------------- *Filed herewith
SUBSIDIARIES OF REGISTRANT
Percentage of Voting Name of Subsidiary Place of Organization Securities Owned ------------------ --------------------- ---------------- First Financial Bankshares of Delaware, Inc. Delaware 100% First Financial Investments, Inc. Texas 100% First National Bank of Abilene* Texas 100%** Abilene, Texas Hereford State Bank Texas 100%** Hereford, Texas First National Bank, Sweetwater* Texas 100%** Sweetwater, Texas Eastland National Bank* Texas 100%** Eastland, Texas First Financial Bank, National Association* Texas 100%** Cleburne, Texas Stephenville Bank & Trust Co. Texas 100%** Stephenville, Texas San Angelo National Bank* Texas 100%** San Angelo, Texas Weatherford National Bank* Texas 100%** Weatherford, Texas Texas National Bank* Texas 100%** Southlake, Texas *Federal charter. **By First Financial Bankshares of Delaware, Inc.
All subsidiaries (other than First Financial Investments, Inc. which, as of December 31, 2000, had not yet begun operations) are included in the consolidated financial statements. REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Board of Directors and Shareholders of First Financial Bankshares, Inc. and Subsidiaries: We have audited the accompanying consolidated balance sheets of First Financial Bankshares, Inc. (a Texas corporation) and subsidiaries as of December 31, 2000 and 1999, and the related consolidated statements of earnings, comprehensive earnings, shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2000. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of First Financial Bankshares, Inc. and subsidiaries as of December 31, 2000 and 1999, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2000, in conformity with accounting principles generally accepted in the United States. Arthur Andersen LLP Dallas, Texas, January 12, 2001 F-1 MANAGEMENT'S REPORT ON RESPONSIBILITY FOR THE FINANCIAL STATEMENTS The Management of First Financial Bankshares, Inc. and subsidiaries is responsible for the preparation, integrity, and fair presentation of its annual financial statements as of December 31, 2000 and 1999, and for the three years in the period ended December 31, 2000. The financial statements have been prepared in accordance with accounting principles generally accepted in the United States and, as such, include amounts based on judgments and estimates made by Management. Management has also prepared the other information included in this Annual Report and is responsible for its accuracy and consistency with the financial statements. The annual financial statements referred to above have been audited by Arthur Andersen LLP, who have been given unrestricted access to all financial records and related data, including minutes of all meetings of shareholders and the Board of Directors. Management believes that all representations made to Arthur Andersen LLP during the audits were valid and appropriate. Kenneth T. Murphy Curtis R. Harvey Chairman of the Board, President Executive Vice President and Chief Executive Officer and Chief Financial Officer F-2 FIRST FINANCIAL BANKSHARES, INC. AND SUBSIDIARIES ------------------------------------------------- CONSOLIDATED BALANCE SHEETS--DECEMBER 31, 2000 AND 1999 -------------------------------------------------------
ASSETS 2000 1999 ------ -------------- -------------- CASH AND DUE FROM BANKS $ 100,300,424 $ 119,228,650 FEDERAL FUNDS SOLD 62,230,288 68,741,408 -------------- -------------- Total cash and cash equivalents 162,530,712 187,970,058 INTEREST-BEARING DEPOSITS IN BANKS 104,338 4,080 INVESTMENT IN SECURITIES: Securities held-to-maturity (market value of $393,590,628 in 2000 and $414,407,070 in 1999) 391,918,076 422,362,918 Securities available-for-sale, at market value 262,334,642 233,854,837 -------------- -------------- Total investment in securities 654,252,718 656,217,755 LOANS 859,270,728 797,275,325 Less- Allowance for loan losses 9,887,646 8,937,542 -------------- -------------- Net loans 849,383,082 788,337,783 BANK PREMISES AND EQUIPMENT, net 40,090,733 41,536,094 GOODWILL, net 18,515,304 20,156,671 OTHER ASSETS 28,937,327 29,146,756 -------------- -------------- Total assets $1,753,814,214 $1,723,369,197 ============== ============== LIABILITIES AND SHAREHOLDERS' EQUITY ------------------------------------ NONINTEREST-BEARING DEPOSITS $ 336,276,933 $ 340,513,737 INTEREST-BEARING DEPOSITS 1,183,596,767 1,184,190,709 -------------- -------------- Total deposits 1,519,873,700 1,524,704,446 DIVIDENDS PAYABLE 3,256,540 2,992,292 SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE 26,164,359 9,637,734 OTHER LIABILITIES 8,398,727 7,371,782 -------------- -------------- Total liabilities 1,557,693,326 1,544,706,254 -------------- -------------- COMMITMENTS AND CONTINGENCIES SHAREHOLDERS' EQUITY: Common stock, $10 par value; authorized 20,000,000 shares; 9,983,002 shares issued and 9,856,902 outstanding at December 31, 2000; 9,974,306 shares issued and outstanding at December 31, 1999 99,830,020 99,743,060 Capital surplus 60,592,310 60,517,351 Retained earnings 38,003,195 22,495,259 Treasury stock, at cost (126,100 shares) (3,925,069) -- Unrealized gain (loss) on investment in securities available-for-sale, net 1,620,432 (4,092,727) -------------- -------------- Total shareholders' equity 196,120,888 178,662,943 -------------- -------------- Total liabilities and shareholders' equity $1,753,814,214 $1,723,369,197 ============== ============== The accompanying notes are an integral part of these consolidated financial statements.
F-3 FIRST FINANCIAL BANKSHARES, INC. AND SUBSIDIARIES ------------------------------------------------- CONSOLIDATED STATEMENTS OF EARNINGS ----------------------------------- FOR THE YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998 -----------------------------------------------------
2000 1999 1998 ------------ ------------ ------------ INTEREST INCOME: Interest and fees on loans $ 75,474,661 $ 68,706,710 $ 70,882,942 Interest on investment in securities- Taxable 33,556,796 32,022,205 33,382,559 Exempt from federal income tax 5,770,861 4,807,845 3,058,861 Interest on federal funds sold and interest-bearing deposits in banks 3,148,277 4,475,866 4,543,295 ------------ ------------ ------------ Total interest income 117,950,595 110,012,626 111,867,657 ------------ ------------ ------------ INTEREST EXPENSE: Interest on time deposits 47,737,862 43,120,569 46,133,721 Other 1,091,180 216,988 158,669 ------------ ------------ ------------ Total interest expense 48,829,042 43,337,557 46,292,390 ------------ ------------ ------------ Net interest income 69,121,553 66,675,069 65,575,267 PROVISION FOR LOAN LOSSES 2,397,750 2,030,833 1,139,500 ------------ ------------ ------------ Net interest income after provision for loan losses 66,723,803 64,644,236 64,435,767 ------------ ------------ ------------ NONINTEREST INCOME: Trust department income 5,494,246 5,097,606 4,748,751 Service fees on deposit accounts 14,073,514 13,321,553 11,838,173 ATM fees 1,554,437 1,241,039 1,033,909 Real estate mortgage fees 1,021,590 1,291,282 1,358,271 Net gain on securities transactions 530,097 -- 42,230 Other 3,273,445 3,532,022 3,329,808 ------------ ------------ ------------ Total noninterest income 25,947,329 24,483,502 22,351,142 ------------ ------------ ------------ NONINTEREST EXPENSE: Salaries and employee benefits 27,077,436 26,945,492 26,678,822 Net occupancy expense 3,563,289 3,819,129 4,185,224 Equipment expense 4,180,782 4,118,272 4,090,955 Goodwill amortization 1,641,367 1,641,407 1,654,682 Other expenses 15,229,614 15,409,051 15,812,342 ------------ ------------ ------------ Total noninterest expense 51,692,488 51,933,351 52,422,025 ------------ ------------ ------------ EARNINGS BEFORE INCOME TAXES 40,978,644 37,194,387 34,364,884 INCOME TAX EXPENSE 12,662,597 11,503,846 11,110,945 ------------ ------------ ------------ NET EARNINGS $ 28,316,047 $ 25,690,541 $ 23,253,939 ============ ============ ============ NET EARNINGS PER SHARE (BASIC) $ 2.85 $ 2.58 $ 2.34 ============ ============ ============ NET EARNINGS PER SHARE, ASSUMING DILUTION $ 2.84 $ 2.57 $ 2.33 ============ ============ ============ The accompanying notes are an integral part of these consolidated financial statements.
F-4 FIRST FINANCIAL BANKSHARES, INC. AND SUBSIDIARIES ------------------------------------------------- CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS ------------------------------------------------- FOR THE YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998 -----------------------------------------------------
2000 1999 1998 ------------ ------------ ------------ NET EARNINGS $ 28,316,047 $ 25,690,541 $ 23,253,939 OTHER ITEMS OF COMPREHENSIVE EARNINGS: Change in unrealized gain (loss) on investment in securities available-for-sale, before tax 8,789,484 (8,653,045) 1,777,853 Reclassification adjustment for realized gains on investment in securities included in net earnings, before tax (530,097) -- (42,230) ------------ ------------ ------------ Total other items of comprehensive earnings 8,259,387 (8,653,045) 1,735,623 ------------ ------------ ------------ COMPREHENSIVE EARNINGS, before income taxes 36,575,434 17,037,496 24,989,562 INCOME TAX EXPENSE (BENEFIT) RELATED TO OTHER ITEMS OF COMPREHENSIVE EARNINGS 3,076,320 (3,028,566) 607,468 ------------ ------------ ------------ COMPREHENSIVE EARNINGS $ 33,499,114 $ 20,066,062 $ 24,382,094 ============ ============ ============ The accompanying notes are an integral part of these consolidated financial statements.
F-5 FIRST FINANCIAL BANKSHARES, INC. AND SUBSIDIARIES ------------------------------------------------- CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY ----------------------------------------------- FOR THE YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998 -----------------------------------------------------
Unrealized Gain (Loss) on Investment Common Stock Treasury in Securities Total ---------------------- Capital Retained Stock, Available Shareholders' Shares Amount Surplus Earnings at cost For Sale, Net Equity --------- ----------- ----------- ----------- ----------- ----------- ------------ BALANCE, December 31, 1997 9,025,852 $90,258,520 $36,595,698 $27,203,391 $ -- $ 403,597 $154,461,206 Net earnings -- -- -- 23,253,939 -- -- 23,253,939 Cash dividends declared, $1.00 per share -- -- -- (9,687,469) -- -- (9,687,469) Stock issuances 23,257 232,570 60,857 -- -- -- 293,427 Stock dividend, 10% 903,574 9,035,740 23,718,818 (32,754,558) -- -- -- Change in unrealized gain (loss) on investment in securities available-for- sale, net -- -- -- -- -- 1,128,155 1,128,155 --------- ----------- ----------- ----------- ----------- ----------- ------------ BALANCE, December 31, 1998 9,952,683 $99,526,830 $60,375,373 $ 8,015,303 $ -- $ 1,531,752 $169,449,258 Net earnings -- -- -- 25,690,541 -- -- 25,690,541 Cash dividends declared, $1.125 per share -- -- -- (11,210,585) -- -- (11,210,585) Stock issuances 21,623 216,230 141,978 -- -- -- 358,208 Change in unrealized gain (loss) on investment in securities available-for- sale, net -- -- -- -- -- (5,624,479) (5,624,479) --------- ----------- ----------- ----------- ----------- ----------- ------------ BALANCE, December 31, 1999 9,974,306 $99,743,060 $60,517,351 $22,495,259 $ -- $(4,092,727) $178,662,943 Net earnings -- -- -- 28,316,047 -- -- 28,316,047 Cash dividends declared, $1.29 per share -- -- -- (12,808,111) -- -- (12,808,111) Acquisition of treasury stock -- -- -- -- (3,925,069) -- (3,925,069) Stock issuances 8,696 86,960 74,959 -- -- -- 161,919 Change in unrealized gain (loss) on investment in securities available-for- sale, net -- -- -- -- -- 5,713,159 5,713,159 --------- ----------- ----------- ----------- ----------- ----------- ------------ BALANCE, December 31, 2000 9,983,002 $99,830,020 $60,592,310 $38,003,195 $(3,925,069) $ 1,620,432 $196,120,888 ========= =========== =========== =========== =========== =========== ============ The accompanying notes are an integral part of these consolidated financial statements.
F-6 FIRST FINANCIAL BANKSHARES, INC. AND SUBSIDIARIES ------------------------------------------------- CONSOLIDATED STATEMENTS OF CASH FLOWS ------------------------------------- FOR THE YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998 -----------------------------------------------------
2000 1999 1998 ------------ ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net earnings $ 28,316,047 $ 25,690,541 $ 23,253,939 Adjustments to reconcile net earnings to net cash provided by operating activities- Depreciation and amortization 5,502,224 6,015,481 6,157,299 Provision for loan losses 2,397,750 2,030,833 1,139,500 Premium amortization, net of discount accretion 1,359,124 2,819,747 2,320,788 Gain on sale of assets (540,304) (242,786) (39,576) Deferred federal income tax benefit (304,240) (189,462) (110,993) Increase in other assets (2,567,832) (755,821) (1,109,754) Increase (decrease) in other liabilities 1,026,945 (1,826,348) 4,049,267 ------------ ------------ ------------ Total adjustments 6,873,667 7,851,644 12,406,531 ------------ ------------ ------------ Net cash provided by operating activities 35,189,714 33,542,185 35,660,470 ------------ ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES: Net (increase) decrease in interest-bearing deposits in banks (100,258) 199,831 194,760 Activity in available-for-sale securities- Sales 530,097 -- 23,910,732 Maturities 21,660,247 41,136,148 103,760,577 Purchases (41,804,532) (73,621,717) (143,739,172) Activity in held-to-maturity securities- Maturities 87,167,939 114,528,929 218,953,525 Purchases (57,628,266) (123,843,038) (213,301,021) Net increase in loans (63,728,244) (20,100,242) (38,950,855) Capital expenditures (2,507,214) (4,136,657) (4,267,677) Proceeds from sale of other assets 392,305 1,453,017 1,171,448 ------------ ------------ ------------ Net cash used in investing activities (56,017,926) (64,383,729) (52,267,683) ------------ ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Net (decrease) increase in noninterest-bearing deposits (4,236,804) 5,794,605 10,559,002 Net (decrease) increase in interest-bearing deposits (593,942) 14,054,001 5,588,110 Net increase in securities sold under agreements to repurchase 16,526,625 9,250,776 386,958 Net decrease in other short-term borrowings -- (20,000) (6,541,958) Common stock transactions: Acquisition of treasury stock (3,925,069) -- -- Proceeds of stock issuances 161,919 358,208 293,427 Dividends paid (12,543,863) (10,954,982) (9,113,679) ------------ ------------ ------------ Net cash (used in) provided by financing activities (4,611,134) 18,482,608 1,171,860 ------------ ------------ ------------ NET DECREASE IN CASH AND CASH EQUIVALENTS (25,439,346) (12,358,936) (15,435,353) CASH AND CASH EQUIVALENTS, beginning of year 187,970,058 200,328,994 215,764,347 ------------ ------------ ------------ CASH AND CASH EQUIVALENTS, end of year $162,530,712 $187,970,058 $200,328,994 ============ ============ ============ The accompanying notes are an integral part of these consolidated financial statements.
F-7 FIRST FINANCIAL BANKSHARES, INC. AND SUBSIDIARIES ------------------------------------------------- NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ------------------------------------------ DECEMBER 31, 2000, 1999, AND 1998 --------------------------------- 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: ------------------------------------------ Nature of Operations - -------------------- First Financial Bankshares, Inc. (a Texas corporation) ("Bankshares") is a multi-bank holding company which owns (through its wholly owned Delaware subsidiary) all of the capital stock of nine banks located in Texas as of December 31, 2000. Those subsidiary banks are First National Bank of Abilene; Hereford State Bank; First National Bank, Sweetwater; Eastland National Bank; First National Bank in Cleburne; Stephenville Bank & Trust Co.; San Angelo National Bank; Weatherford National Bank; and Texas National Bank, Southlake. Each subsidiary bank's primary source of revenue is providing loans and banking services to consumers and commercial customers in the market area in which the subsidiary is located. A summary of significant accounting policies of Bankshares and subsidiaries (collectively, the "Company") applied in the preparation of the accompanying consolidated financial statements follow. The accounting principles followed by the Company and the methods of applying them are in conformity with both accounting principles generally accepted in the United States and prevailing practices of the banking industry. Use of Estimates in Preparation of Financial Statements - ------------------------------------------------------- The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, and the valuation of foreclosed real estate, deferred income tax assets, and fair value of financial instruments. Consolidation - ------------- The accompanying consolidated financial statements include the accounts of each of Bankshares' subsidiaries, all of which are wholly owned. All significant intercompany accounts and transactions have been eliminated. Investment in Securities - ------------------------ Management classifies debt and equity securities as held-to-maturity, available-for-sale, or trading based on their intent. Debt securities that management has the positive intent and ability to hold to maturity are classified as held-to-maturity and recorded at cost, adjusted for amortization of premiums and accretion of discounts, which are recognized as adjustments to interest income using the interest method. Securities not classified as held-to-maturity or trading are classified as available-for-sale and recorded at estimated fair value, with unrealized gains and losses, net of deferred taxes, excluded from earnings and reported in a separate component of shareholders' equity. Securities classified as trading are recorded at estimated fair value, with unrealized gains and losses included in earnings. The Company had no trading securities at December 31, 2000, 1999, or 1998. Loans and Allowance for Loan Losses - ----------------------------------- Loans are stated at the amount of unpaid principal, reduced by unearned income and an allowance for loan losses. Unearned income on installment loans is recognized in income over the terms of the loans in decreasing amounts using a method which approximates the interest method. Interest on other loans is calculated by using the simple interest method on daily balances of the principal amounts outstanding. The Company expenses its net loan origination costs, a method which does not materially differ from deferring and amortizing such amounts as an adjustment to yield. The allowance for loan losses is established through a provision for loan losses charged to expense. Loans are charged against the allowance for loan losses when management believes the collectibility of the principal is unlikely. F-8 The allowance is an amount that management believes will be adequate to absorb possible losses on existing loans that may become uncollectable based upon management's review and evaluation of the loan portfolio. The allowance for loan losses is increased by charges to income and decreased by charge-offs (net of recoveries). Management's periodic evaluation of the adequacy of the allowance is based on general economic conditions, the financial condition of the borrower, the value and liquidity of collateral, delinquency, prior loan loss experience, and the results of periodic reviews of the portfolio. Accrual of interest is discontinued on a loan when management believes, after considering economic and business conditions and collection efforts, that the borrower's financial condition is such that collection of interest is doubtful. The Company's policy requires measurement of an impaired collateral dependent loan based on the fair value of the collateral. Other loan impairments are measured based on the present value of expected future cash flows or the loan's observable market price. At December 31, 2000 and 1999, all significant impaired loans have been determined to be collateral dependent and have been measured utilizing the fair value of the collateral. Bank Premises and Equipment - --------------------------- Bank premises and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are computed principally on a straight-line basis over the estimated useful lives of the related assets. Leasehold improvements are amortized over the life of the respective lease or the estimated useful lives of the improvements, whichever is shorter. Excess of Cost Over Fair Value of Tangible Assets Acquired (Goodwill) - --------------------------------------------------------------------- Goodwill, relating to acquisitions of certain subsidiary banks, is being amortized by the straight-line method over periods of 15 and 40 years. Securities Sold Under Agreements To Repurchase - ---------------------------------------------- Securities sold under agreements to repurchase, which are classified as secured borrowings, generally mature within one to four days from the transaction date. Securities sold under agreements to repurchase are reflected at the amount of the cash received in connection with the transaction. The Company may be required to provide additional collateral based on the estimated fair value of the underlying securities. Segment Reporting - ----------------- The Company has determined that it operates one line of business (community banking) located in a single geographic area (Texas). Recent Accounting Standard - -------------------------- In June 1998, Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133"), was issued. This statement establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. It requires that all derivatives be recognized as either assets or liabilities in the statement of financial position and that those instruments be measured at fair value. The Company adopted SFAS 133 on January 1, 2001. The statement did not have a significant impact on its financial position or results of operations. Statements of Cash Flowsw - ------------------------- For purposes of reporting cash flows, cash and cash equivalents include cash on hand, amounts due from banks, and federal funds sold. F-9 Accounting for Income Taxes - --------------------------- The Company's provision for income taxes is based on income before taxes adjusted for permanent differences between financial reporting and taxable income. Deferred income taxes are provided for temporary differences between financial reporting and taxable income. Stock Repurchase - ---------------- On July 25, 2000, the Company approved a stock repurchase plan, authorizing the repurchase of up to 500,000 shares of the Company's common stock. During the year ended December 31, 2000, the Company repurchased 126,100 shares of its common stock. The treasury shares were purchased for $3,925,069 which represents an average purchase price of $31.13 per share. Per Share Data - -------------- The Company computes earnings per share in accordance with Statement of Financial Accounting Standards No. 128, "Earnings Per Share" ("SFAS 128"). Under SFAS 128, net earnings per share ("EPS") are computed by dividing net earnings by the weighted average number of shares of common stock outstanding during the period. The Company calculates dilutive EPS assuming all outstanding options to purchase common stock have been exercised at the beginning of the year (or the time of issuance, if later). The dilutive effect of the outstanding options is reflected by application of the treasury stock method, whereby the proceeds from the exercised options are assumed to be used to purchase common stock at the average market price during the period. The following table reconciles the computation of basic EPS to dilutive EPS:
Weighted Net Average Per Share Earnings Shares Amount ----------- ---------- ---------- For the year ended December 31, 2000: Net earnings per share, basic $28,316,047 9,941,075 $ 2.85 ========== Effect of stock options -- 22,684 ----------- ---------- Net earnings per share, assuming dilution $28,316,047 9,963,759 $ 2.84 =========== ========== ========== For the year ended December 31, 1999: Net earnings per share, basic $25,690,541 9,961,315 $ 2.58 ========== Effect of stock options -- 44,534 ----------- ---------- Net earnings per share, assuming dilution $25,690,541 10,005,849 $ 2.57 =========== ========== ========== For the year ended December 31, 1998: Net earnings per share, basic $23,253,939 9,939,910 $ 2.34 ========== Effect of stock options -- 56,277 ----------- ---------- Net earnings per share, assuming dilution $23,253,939 9,996,187 $ 2.33 =========== ========== ==========
Earnings and dividends per share have been retroactively adjusted for the effect of stock dividends and splits. 2. CASH AND INVESTMENT IN SECURITIES: --------------------------------- Certain subsidiary banks are required to maintain reserve balances with the Federal Reserve Bank. During 2000 and 1999, such average balances totaled approximately $7,785,000 and $7,041,000 respectively. The amortized cost, estimated market values, and gross unrealized gains and losses of the Company's investment in securities as of December 31, 2000 and 1999, are as follows: F-10
December 31, 2000 ------------------------------------------------------------ Gross Gross Unrealized Unrealized Amortized Holding Holding Estimated Cost Basis Gains Losses Fair Value ------------ ---------- ----------- ------------ Securities held-to-maturity- U.S. Treasury securities and obligations of U.S. government corporations and agencies $251,418,096 $1,412,905 $ (909,401) $251,921,600 Obligations of state and political subdivisions 82,343,742 984,801 (261,897) 83,066,646 Corporate bonds 4,615,347 -- (18,320) 4,597,027 Mortgage-backed securities 53,540,891 639,820 (175,356) 54,005,355 ------------ ---------- ----------- ------------ Total investment in debt securities held-to-maturity $391,918,076 $3,037,526 $(1,364,974) $393,590,628 ============ ========== =========== ============ Securities available-for-sale- U.S. Treasury securities and obligations of U.S. government corporations and agencies $102,872,287 $ 722,740 $ (273,607) $103,321,420 Obligations of state and political subdivisions 58,543,775 1,252,285 (185,798) 59,610,262 Corporate bonds 47,325,730 478,314 (89,070) 47,714,974 Mortgage-backed securities 47,962,976 698,433 (110,324) 48,551,085 ------------ ---------- ----------- ------------ Total investment in debt securities available-for-sale 256,704,764 3,151,772 (658,795) 259,197,741 Other securities 3,136,901 -- -- 3,136,901 ------------ ---------- ----------- ------------ Total investment in securities available for sale $259,841,669 $3,151,772 $ (658,799) $262,334,642 ============ ========== =========== ============
F-11
December 31, 1999 ------------------------------------------------------------ Gross Gross Unrealized Unrealized Amortized Holding Holding Estimated Cost Basis Gains Losses Fair Value ------------ -------- ----------- ------------ Securities held-to-maturity- U.S. Treasury securities and obligations of U.S. government corporations and agencies $283,735,707 $103,589 $(6,158,131) $277,681,165 Obligations of state and political subdivisions 86,907,891 122,893 (1,251,539) 85,779,245 Corporate bonds 5,142,414 -- (71,575) 5,070,839 Mortgage-backed securities 46,082,567 32,859 (722,705) 45,392,721 Other securities 494,339 -- (11,239) 483,100 ------------ -------- ----------- ------------ Total investment in debt securities held-to-maturity $422,362,918 $259,341 $(8,215,189) $414,407,070 ============ ======== =========== ============ Securities available-for-sale- U.S. Treasury securities and obligations of U.S. government corporations and agencies $105,290,356 $ 65,391 $(2,563,368) $102,792,379 Obligations of state and political subdivisions 50,407,650 2,727 (2,210,591) 48,199,786 Corporate bonds 39,376,949 567 (809,898) 38,567,618 Mortgage-backed securities 41,939,488 20,348 (801,683) 41,158,153 ------------ -------- ----------- ------------ Total investment in debt securities available-for-sale 237,014,443 89,033 (6,385,540) 230,717,936 Other securities 3,136,901 -- -- 3,136,901 ------------ -------- ----------- ------------ Total investment in securities available for sale $240,151,344 $89,033 $(6,385,540) $233,854,837 ============ ======== =========== ============
The Company invests in securities that have expected maturities that differ from their contractual maturities. These differences arise because borrowers may have the right to call or prepay obligations with or without a prepayment penalty. These securities include collateralized mortgage obligations (CMOs) and asset-backed securities. The expected maturities of these securities at December 31, 2000, were computed by using scheduled amortization of balances and historical prepayment rates. At December 31, 2000 and 1999, the Company did not hold any CMOs that entail higher risks than standard mortgage-backed securities. Total investment in debt securities at December 31, 1999 included structured notes with an amortized cost basis of $7,006,000 and an estimated fair value of $6,942,000. The amortized cost and estimated fair value of debt securities at December 31, 2000, by contractual and expected maturity, are shown below. F-12
Held-to-Maturity Available-for-Sale ---------------------------- ---------------------------- Amortized Estimated Amortized Estimated Cost Basis Fair Value Cost Basis Fair Value ------------ ------------ ------------ ------------ Due within one year $107,323,940 $107,168,610 $ 39,155,994 $ 39,132,290 Due after one year through five years 244,412,661 245,533,915 160,272,452 161,911,231 Due after five years through ten years 28,905,613 29,127,594 17,680,897 17,768,391 Due after ten years 11,275,862 11,760,509 39,595,421 40,385,829 ------------ ------------ ------------ ------------ Total debt securities $391,918,076 $393,590,628 $256,704,764 $259,197,741 ============ ============ ============ ============
Securities, carried at approximately $237,295,000 and $211,143,000 at December 31, 2000 and 1999, respectively, were pledged as collateral for public or trust fund deposits and for other purposes required or permitted by law. During 2000 and 1998, sales of investments in securities that were classified as available-for-sale totaled $530,097 and $23,910,732, respectively. Gross realized gains from the 2000 and 1998 sales were $530,097 and $44,064, respectively, and gross realized losses for the 1998 sales were $1,834. There were no sales of investment securities in the year ended December 31, 1999. The specific identification method was used to determine cost in computing the realized gains and losses. 3. LOANS AND ALLOWANCE FOR LOAN LOSSES: ----------------------------------- Major classifications of loans are as follows:
December 31, --------------------------------- 2000 1999 ------------ ------------- Commercial, financial and agricultural $295,032,865 $297,966,325 Real estate - construction 40,609,783 43,039,241 Real estate - mortgage 290,920,045 208,895,129 Consumer 233,219,033 249,397,767 ------------ ------------ 859,781,726 799,298,462 Unearned income (510,998) (2,023,137) ------------ ------------- Total loans $859,270,728 $797,275,325 ============ ============
The Company's recorded investment in impaired loans and the related valuation allowance are as follows:
December 31, 2000 December 31, 1999 -------------------------- -------------------------- Recorded Valuation Recorded Valuation Investment Allowance Investment Allowance ---------- ---------- ---------- -------- Impaired loans- Valuation allowance required $3,727,631 $1,090,472 $1,552,000 $548,604 ========== ========== ========== ========
The average recorded investment in impaired loans for the years ended December 31, 2000 and 1999, was approximately $2,640,000 and $2,589,000, respectively. The Company had approximately $4,092,000 and $2,089,000 in nonperforming assets at December 31, 2000 and 1999, respectively, of which approximately $3,539,000 and $1,416,000 represented recorded investments in impaired loans. No additional funds are committed to be advanced in connection with impaired loans. Interest payments received on impaired loans are recorded as interest income unless collections of the remaining recorded investment is doubtful, at which time payments received are recorded as reductions of principal. F-13 The Company recognized interest income on impaired loans of approximately $213,000, $63,000, and $135,000 during the years ended December 31, 2000, 1999, and 1998, respectively, of which approximately $16,000, $23,000 and $17,000 represented cash interest payments received and recorded as interest income. If interest on impaired loans had been recognized on a full accrual basis during the years ended December 31, 2000, 1999, and 1998, respectively, such income would have approximated $449,000, $249,000 and $400,000. The allowance for loan losses as of December 31, 2000 and 1999, is presented below. Management has evaluated the adequacy of the allowance for loan losses by estimating the losses in various categories of the loan portfolio which are identified below:
2000 1999 ---------- ---------- Allowance for loan losses provided for- Loans specifically evaluated as impaired $1,090,472 $ 548,604 Remaining portfolio 8,797,174 8,388,938 ---------- ---------- Total allowance for loan losses $9,887,646 $8,937,542 ========== ==========
Changes in the allowance for loan losses are summarized as follows:
December 31, ------------------------------------------------ 2000 1999 1998 ---------- ---------- ----------- Balance at beginning of year $8,937,542 $8,988,320 $10,632,441 Add- Provision for loan losses 2,397,750 2,030,833 1,139,500 Loan recoveries 1,545,080 1,739,641 1,375,048 Deduct- Loan charge-offs (2,992,726) (3,821,252) (4,158,669) ---------- ---------- ----------- Balance at end of year $9,887,646 $8,937,542 $ 8,988,320 ========== ========== ===========
An analysis of the changes in loans to officers, directors, principal shareholders, or associates of such persons for the years ended December 31, 2000 and 1999 (determined as of each respective year-end) follows:
Balance at Balance at Beginning Additional End of Period Loans Payments of Period ----------- ----------- ----------- ----------- Year ended December 31, 2000 $35,575,469 $49,751,374 $56,167,254 $29,159,589 =========== =========== =========== =========== Year ended December 31, 1999 $49,715,002 $70,731,259 $74,405,640 $46,040,621 =========== =========== =========== ===========
In the opinion of management, those loans are on substantially the same terms, including interest rates and collateral requirements, as those prevailing at the time for comparable transactions with unaffiliated persons. 4. BANK PREMISES AND EQUIPMENT: --------------------------- The following is a summary of bank premises and equipment: F-14
December 31, ------------------------------ 2000 1999 ----------- ----------- Land $ 7,104,761 $ 7,092,511 Buildings 46,057,304 44,307,341 Furniture and equipment 22,861,037 28,250,768 Leasehold improvements 5,003,794 5,991,659 ----------- ----------- 81,026,896 85,642,279 Less- Accumulated depreciation and amortization (40,936,163) (44,106,185) ----------- ----------- $40,090,733 $41,536,094 =========== ===========
Depreciation expense for the years ended December 31, 2000, 1999 and 1998 amounted to $3,700,474, $3,932,695 and $4,196,134, respectively. 5. TIME DEPOSITS: ------------- Time deposits of $100,000 or more totaled approximately $165,494,000 and $157,337,000 at December 31, 2000 and 1999, respectively. Interest expense on these deposits was approximately $10,022,000, $8,146,000 and $8,705,000 during 2000, 1999, and 1998, respectively. At December 31, 2000, the scheduled maturities of time deposits as follows: 2001 $463,548,000 2002 55,583,000 2003 11,192,000 2004 5,316,000 2005 7,768,000 Thereafter -- ------------ $543,407,000 ============ 6. NOTE PAYABLE: ------------ Bankshares has a line of credit with a nonaffiliated bank under which it could borrow up to $25,000,000. The line of credit is unsecured and matures on June 30, 2001. Bankshares paid no fee to secure the unused line of credit and, accordingly, did not estimate a fair value of the unused line of credit at December 31, 2000 and 1999. The line of credit carries an interest rate of London Interbank Offering Rate plus 1.0%. 7. INCOME TAXES: ------------ The Company files a consolidated federal income tax return. Income tax expense (benefit) is comprised of the following:
Year Ended December 31, ------------------------------------------------- 2000 1999 1998 ----------- ----------- ----------- Current federal income tax $12,966,837 $11,693,308 $11,221,938 Deferred federal income tax benefit (304,240) (189,462) (110,993) ----------- ----------- ----------- Income tax expense $12,662,597 $11,503,846 $11,110,945 =========== =========== ===========
F-15 The provision for income tax expense, as a percentage of pretax earnings, differs from the statutory federal income tax rate as follows:
As a Percent of Pretax Earnings ------------------------------------------ 2000 1999 1998 ---- ---- ---- Statutory federal income tax rate 35.0% 35.0% 35.0% Reductions in tax rate resulting from interest income exempt from federal income tax (4.9)% (4.5)% (3.1)% Other 0.8% 0.4% 0.4% ---- ---- ---- Effective income tax rate 30.9% 30.9% 32.3% ==== ==== ====
The approximate effects of each type of difference that gave rise to the Company's deferred tax assets and liabilities at December 31, 2000 and 1999, are as follows:
2000 1999 ---------- ---------- Deferred tax assets- Tax basis of loans in excess of financial statement basis $3,382,025 $2,906,556 Benefits of a subsidiary bank net operating loss carryfoward 131,302 249,907 Deferred compensation 500,260 508,669 Write-downs and adjustments to other real estate owned and repossessed assets 81,052 39,367 Net unrealized loss on investment in securities available-for-sale -- 2,204,609 Other deferred tax assets 285,346 348,395 ---------- ---------- Total deferred tax assets $4,379,985 $6,257,503 ---------- ---------- Deferred tax liabilities- Financial statement basis of fixed assets in excess of tax basis $1,503,329 $1,623,207 Accretion on investments 322,689 190,711 Pension plan contribution 571,685 545,978 Net unrealized gain on investment in securities available-for-sale 872,540 -- Other deferred tax liabilities -- 11,783 ---------- ---------- Total deferred tax liabilities 3,270,243 2,371,679 ---------- ---------- Valuation allowance -- (3,173) ---------- ---------- Net deferred tax asset $1,109,742 $3,882,651 =========== ==========
8. FAIR VALUE OF FINANCIAL INSTRUMENTS: ----------------------------------- The Company is required to disclose the estimated fair value of its financial instrument assets and liabilities. For the Company, as for most financial institutions, over 90% of its assets and liabilities are considered financial instruments as defined by generally accepted accounting principles. Many of the Company's financial instruments, however, lack an available trading market as characterized by a willing buyer and willing seller engaging in an exchange transaction. Estimated fair values have been determined by the Company using the best available data, as generally provided in the Company's regulatory reports, and an estimation methodology suitable for each category of financial instruments. For those loans and deposits with floating interest rates, it is presumed that estimated fair values generally approximate the carrying value. The estimation methodologies used, the estimated fair values, and carrying values at December 31, 2000 and 1999, were as follows: F-16 o Financial instruments actively traded in a secondary market have been valued using quoted available market prices.
2000 1999 ----------------------------- ----------------------------- Carrying Estimated Carrying Estimated Value Fair Value Value Fair Value ------------ ------------ ------------ ------------ Cash and due from banks $100,300,424 $100,300,424 $119,228,650 $119,228,650 Federal funds sold 62,230,288 62,230,288 68,741,408 68,741,408 Interest-bearing deposits in banks 104,338 104,338 4,080 4,080 Investment in securities 654,252,718 655,925,270 656,217,755 648,261,907 Securities sold under agreements to repurchase 26,164,359 26,164,359 9,637,734 9,637,734
o Financial instruments with stated maturities have been valued using a present value discounted cash flow with a discount rate approximating current market for similar assets and liabilities. Financial instrument assets with variable rates and financial instrument liabilities with no stated maturities have an estimated fair value equal to both the amount payable on demand and the carrying value.
2000 1999 ----------------------------- ------------------------------ Carrying Estimated Carrying Estimated Value Fair Value Value Fair Value ------------ ------------ ------------- ------------- Deposits with stated maturities $529,570,242 $529,310,009 $512,254,716 $511,535,742 Deposits with no stated maturities 990,303,458 990,303,458 1,012,449,730 1,012,449,730 Net loans 849,383,082 843,096,227 788,337,783 786,036,737
Changes in assumptions or estimation methodologies may have a material effect on these estimated fair values. The Company's remaining assets and liabilities, which are not considered financial instruments, have not been valued differently than has been customary with historical cost accounting. No disclosure of the relationship value of the Company's deposits is required nor has the Company estimated its value. There is no material difference between the notional amount and the estimated fair value of off-balance-sheet unfunded loan commitments which total approximately $85,000,000 and $107,993,000 at December 31, 2000 and 1999, respectively, and are generally priced at market at the time of funding. Letters of credit discussed in Note 10 have an estimated fair value based on fees currently charged for similar agreements. At December 31, 2000 and 1999, fees related to the unexpired term of the letters of credit are not significant. Reasonable comparability between financial institutions may not be likely due to the wide range of permitted valuation techniques and numerous estimates which must be made given the absence of active secondary markets for many of the financial instruments. This lack of uniform valuation methodologies also introduces a greater degree of subjectivity to these estimated fair values. 9. COMMITMENTS AND CONTINGENCIES: ----------------------------- The Company is engaged in legal actions arising from the normal course of business. In management's opinion, the Company has adequate legal defenses with respect to these actions, and the resolution of these matters will have no material adverse effects upon the results of operations or financial condition of the Company. The Company leases a portion of its bank premises and equipment under operating leases and is a lessor for portions of its banking premises. Total rental income for all leases included in net occupancy expense is approximately $1,387,000, $1,336,000 and $1,436,000, for the years ended December 31, 2000, 1999, and 1998, respectively. At December 31, 2000, approximate future minimum lease commitments, net of lease receivables, are not significant. F-17 10. FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK: ------------------------------------------------- The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets. The Company's exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual notional amount of these instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments. Contract or Notional Amount --------------- Financial instruments whose contract amounts represent credit risk- Commitments to extend credit $85,000,000 Standby letters of credit 5,500,000 Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer's creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management's credit evaluation of the counterparty. Collateral held varies but may include accounts receivable, inventory, property, plant, and equipment, and income-producing commercial properties. Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The average collateral value held on letters of credit exceeds the contract amount. 11. CONCENTRATION OF CREDIT RISK: ---------------------------- The Company grants commercial, retail, agriculture, and residential loans to customers primarily in North Central and West Texas. Although the Company has a diversified loan portfolio, a substantial portion of its debtors' ability to honor their contracts is dependent upon the local economic sector. 12. PENSION AND PROFIT SHARING PLANS: -------------------------------- The Company has a defined benefit pension plan covering substantially all of its employees. The benefits are based on years of service and a percentage of the employee's qualifying compensation during the final years of employment. The Company's funding policy is to contribute annually the amount necessary to satisfy the Internal Revenue Service's funding standards. Contributions are intended to provide not only for benefits attributed to service to date but also for those expected to be earned in the future. The following table provides a reconciliation of the plan's benefit obligations and fair value of plan assets over the two-year period ended December 31, 2000, and a statement of the funded status as of December 31, 2000 and 1999: F-18
2000 1999 ----------- ----------- Reconciliation of benefit obligations- Benefit obligation at January 1 $10,793,838 $10,376,211 Service cost - benefits earned during the period 845,372 874,008 Interest cost on projected benefit obligation 816,583 725,205 Actuarial loss (gain) 565 (738,685) Benefits paid (570,697) (442,901) ----------- ----------- Benefit obligation at December 31 11,885,661 10,793,838 ----------- ----------- Reconciliation of fair value of plan assets- Fair value of plan assets at January 1 11,695,263 9,981,047 Actual return on plan assets 1,018,391 1,249,409 Employer contributions 721,070 907,708 Benefits paid (570,697) (442,901) ----------- ----------- Fair value of plan at December 31 12,864,027 11,695,263 ----------- ----------- Funded status- Funded status at December 31 978,366 901,425 Unrecognized loss from past experience different than that assumed and effects of changes in assumptions 659,593 618,632 Unrecognized prior-service cost 229,896 247,857 ----------- ----------- Net amount recognized (prepaid pension cost included in other assets) $1,867,855 $1,767,914 =========== ===========
Net periodic pension cost for the years ended December 31, 2000, 1999, and 1998, included the following components:
Year Ended December 31, ------------------------------------------------- 2000 1999 1998 ----------- --------- --------- Service cost - benefits earned during the period $ 845,372 $ 874,008 $ 690,383 Interest cost on projected benefit obligation 816,583 725,205 637,149 Expected return on plan assets (1,058,787) (993,649) (867,303) Amortization of prior-service cost 17,961 17,961 17,961 Amortization of unrecognized net loss -- 32,887 -- ----------- --------- --------- Net periodic pension cost $ 621,129 $ 656,412 $ 478,190 =========== ========= =========
The following table sets forth the rates used in the actuarial calculations of the present value of benefit obligations and the rate of return on plan assets:
2000 1999 1998 ---- ---- ---- Weighted average discount rate 7.5% 7.5% 6.75% Rate of increase in future compensation levels 4% 4% 4% Expected long-term rate of return on assets 8.5% 8.5% 8.5%
As of December 31, 2000 and 1999, the fair value of the plan's assets included Company stock valued at approximately $310,000 and $303,000, respectively. F-19 The Company's pension plan was amended as of February 1, 1998, to increase benefit payments to retired participants. The effect of the amendment was to increase the pension benefit obligation by $283,779. The prior-service costs related to the amendment are amortized on a straight-line basis over the average remaining service period of the active participants. The Company also provides a profit sharing plan, which covers substantially all full-time employees. The profit sharing plan is a defined contribution plan and allows employees to contribute up to 5% of their base annual salary. Employees are fully vested to the extent of their contributions and become fully vested in the Company's contributions over a seven-year period. Costs related to the Company's defined contribution plan totaled $1,874,000, $2,111,000, and $2,027,000 in 2000, 1999 and 1998 respectively. 13. DIVIDENDS FROM SUBSIDIARIES: --------------------------- At December 31, 2000, approximately $21,600,000 was available for the declaration of dividends by the Company's subsidiary banks without the prior approval of regulatory agencies. F-20 14. REGULATORY MATTERS: ------------------ The Company is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on the Company's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, each of Bankshares' subsidiaries must meet specific capital guidelines that involve quantitative measures of the subsidiaries' assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The subsidiaries' capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Quantitative measures established by regulation to ensure capital adequacy require Bankshares and each of its subsidiaries to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier I capital (as defined), to average assets (as defined). Management believes as of December 31, 2000 and 1999, that Bankshares and each of its subsidiaries meet all capital adequacy requirements to which they are subject. As of December 31, 2000 and 1999, the most recent notification from each respective subsidiaries' primary regulator categorized each of Bankshares' subsidiaries as well-capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the subsidiaries must maintain minimum total risk-based, Tier I risk-based, and Tier I leverage ratios as set forth in the table. There are no conditions or events since that notification that management believes have changed the institutions' category. Bankshares' and its significant subsidiaries' actual capital amounts and ratios are presented in the table below:
To Be Well Capitalized Under For Capital Prompt Corrective Actual: Adequacy Purposes: Action Provisions: -------------------- --------------------- --------------------- Amount Ratio Amount Ratio Amount Ratio ------------ --- ------------ --- ------------ ---- As of December 31, 2000: - ----------------------- Total Capital (to Risk-Weighted Assets): Consolidated $185,873,000 19% >$79,330,000 > 8% N/A N/A - - First National Bank of Abilene $ 63,909,000 17% >$30,153,000 > 8% >$37,691,000 > 10% - - - - San Angelo National Bank $ 26,635,000 20% >$10,866,000 > 8% >$13,583,000 > 10% - - - - Weatherford National Bank $ 17,488,000 17% >$ 8,245,000 > 8% >$10,306,000 > 10% - - - - Tier I Capital (to Risk-Weighted Assets): Consolidated $175,985,000 18% >$39,665,000 > 4% N/A N/A - - First National Bank of Abilene $ 60,329,000 16% >$15,076,000 > 4% >$22,614,000 > 6% - - - - San Angelo National Bank $ 25,430,000 19% >$ 5,433,000 > 4% >$ 8,150,000 > 6% - - - - Weatherford National Bank $ 16,548,000 16% >$ 4,122,000 > 4% >$ 6,184,000 > 6% - - - - Tier I Capital (to Average Assets): Consolidated $175,985,000 10% >$50,752,000 > 3% N/A N/A - - First National Bank of Abilene $ 60,329,000 9% >$19,392,000 > 3% >$32,320,000 > 5% - - - - San Angelo National Bank $ 25,430,000 10% >$ 7,603,000 > 3% >$12,671,000 > 5% - - - - Weatherford National Bank $ 16,548,000 9% >$ 5,255,000 > 3% >$ 8,759,000 > 5% - - - - As of December 31, 1999: - ----------------------- Total Capital (to Risk-Weighted Assets): Consolidated $171,537,000 18% >$75,680,000 > 8% N/A N/A - - First National Bank of Abilene $ 57,611,000 16% >$28,481,000 > 8% >$37,602,000 > 10% - - - - San Angelo National Bank $ 25,675,000 18% >$11,117,000 > 8% >$13,896,000 > 10% - - - - Weatherford National Bank $ 16,786,000 18% >$ 7,507,000 > 8% >$ 9,384,000 > 10% - - - - Tier I Capital (to Risk-Weighted Assets): Consolidated $162,599,000 17% >$37,840,000 > 4% N/A N/A - - First National Bank of Abilene $ 54,386,000 15% >$14,241,000 > 4% >$21,361,000 > 6% - - - - San Angelo National Bank $ 24,440,000 18% >$ 5,558,000 > 4% >$ 8,338,000 > 6% - - - - Weatherford National Bank $ 15,925,000 17% >$ 3,754,000 > 4% >$ 5,630,000 > 6% - - - - Tier I Capital (to Average Assets): Consolidated $162,599,000 10% >$50,681,000 > 3% N/A N/A - - First National Bank of Abilene $ 54,386,000 9% >$18,806,000 > 3% >$31,344,000 > 5% - - - - San Angelo National Bank $ 24,440,000 9% >$ 8,132,000 > 3% >$13,553,000 > 5% - - - - Weatherford National Bank $ 15,925,000 9% >$ 5,196,000 > 3% >$ 8,660,000 > 5%
F-21 15. STOCK OPTION PLAN: ----------------- The Company has an incentive stock plan to provide for the granting of options to senior management of the Company at prices not less than market at the date of grant. At December 31, 2000, the Company had allocated 317,000 shares of stock for issuance under the plan. The plan provides that options granted are exercisable after two years from date of grant at a rate of 20% each year cumulatively during the 10-year term of the option. An analysis of stock option activity for the years ended December 31, 2000, 1999, and 1998, is presented in the table and narrative below:
2000 1999 1998 --------------------- ----------------------- ---------------------- Wtd. Avg. Wtd. Avg. Wtd. Avg. Shares Ex. Price Shares Ex. Price Shares Ex. Price ------- ------ ------- ------ ------- ------ Outstanding, beginning of year 110,500 $25.22 136,708 $23.76 124,739 $16.79 Granted 48,750 26.00 -- -- 45,430 36.59 Exercised (8,696) 18.62 (21,623) 16.57 (24,830) 11.81 Canceled (7,489) 30.02 (4,585) 22.54 (8,631) 24.89 ------- ------ ------- ------ ------- ------ Outstanding, end of year 143,065 $25.64 110,500 $25.22 136,708 $23.76 ======= ====== ======= ====== ======= ====== Exercisable at end of year 57,016 $20.46 48,791 $16.92 54,435 $15.77 ======= ====== ======= ====== ======= ====== Weighted average fair value of options granted at date of issue $25.50 $ -- $10.92 ====== ====== ======
The options outstanding at December 31, 2000, have exercise prices between $8.45 and $36.59 with a weighted average exercise price of $25.64 and a weighted average remaining contractual life of 6 years. Stock options have been adjusted retroactively for the effects of stock dividends and splits. The Company accounts for this plan under Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," under which no compensation cost has been recognized for options granted. Had compensation cost for the plan been determined consistent with Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation," the Company's net earnings and earnings per share would have been reduced by insignificant amounts on a pro forma basis for the years ended December 31, 2000, 1999 and 1998. The fair value of the options granted in 2000 and 1998 was estimated using an accepted options pricing model with the following weighted-average assumptions: risk-free interest rate of 6.33% and 5.86%, respectively; expected dividend yield of 5.18% and 2.48%, respectively; expected life of 6.0 and 5.0 years, respectively; and expected volatility of 28.31% and 27.81%, respectively. F-22 16. CONDENSED FINANCIAL INFORMATION - PARENT COMPANY: ------------------------------------------------ Condensed Balance Sheets-December 31, 2000 and 1999 - ---------------------------------------------------
ASSETS 2000 1999 ------ ------------ ------------ Cash in subsidiary bank $ 314,866 $ 214,168 Interest-bearing deposits in banks 8,997,055 14,117,903 ------------ ------------ Total cash and cash equivalents 9,311,921 14,332,071 Investment in securities 9,995,333 -- Investment in subsidiaries, at equity 179,174,238 166,077,563 Goodwill, net 778,951 834,527 Other assets 1,367,971 1,213,833 ------------ ------------ Total assets $200,628,414 $182,457,994 ============ ============ LIABILITIES AND SHAREHOLDERS' EQUITY ------------------------------------ Total liabilities $ 4,507,526 $ 3,795,051 Shareholders' equity- Common stock 99,830,020 99,743,060 Capital surplus 60,592,310 60,517,351 Retained earnings 38,003,195 22,495,259 Treasury stock, at cost (3,925,069) -- Unrealized gain (loss) on investment in securities available-for-sale, net 1,620,432 (4,092,727) ------------ ------------ Total shareholders' equity 196,120,888 178,662,943 ------------ ------------ Total liabilities and shareholders' equity $200,628,414 $182,457,994 ============ ============
Condensed Statements of Earnings- For the Years Ended December 31, 2000, 1999, and 1998 - -----------------------------------------------------
2000 1999 1998 ----------- ----------- ----------- Income- Cash dividends from subsidiary banks $21,000,000 $21,729,622 $15,500,000 Excess of earnings over dividends of subsidiary banks 7,383,516 5,798,751 8,716,499 Gain on sale of investment in securities available-for-sale 530,097 -- -- Other income 1,325,613 816,430 640,633 ----------- ----------- ----------- 30,239,226 28,344,803 24,857,132 ----------- ----------- ----------- Expenses- Salaries and employee benefits 1,067,664 1,041,660 1,002,919 Other operating expenses 1,288,508 2,415,987 1,098,817 ----------- ----------- ----------- 2,356,172 3,457,647 2,101,736 ----------- ----------- ----------- Earnings before income taxes 27,883,054 24,887,156 22,755,396 Income tax benefit 432,993 803,385 498,543 ----------- ----------- ----------- Net earnings $28,316,047 $25,690,541 $23,253,939 =========== =========== ===========
F-23 Condensed Statements of Cash Flows- For the Years Ended December 31, 2000, 1999, and 1998 - -----------------------------------------------------
2000 1999 1998 ----------- ----------- ----------- Cash flows from operating activities- Net earnings $28,316,047 $25,690,541 $23,253,939 Adjustments to reconcile net earnings to net cash provided by operating activities- Excess of earnings over dividends of subsidiary banks (7,383,516) (5,798,751) (8,716,499) Depreciation 26,222 28,566 31,269 Discount accretion, net of premium amortization (12,133) -- (15,117) Amortization of goodwill 55,576 55,576 53,090 Gain on sale of securities (530,097) -- -- Increase in other assets (178,092) (296,818) (390,985) Increase (decrease) in liabilities 448,225 (352,053) 117,783 ----------- ----------- ----------- Net cash provided by operating activities 20,742,232 19,327,061 14,333,480 ----------- ----------- ----------- Cash flows from investing activities- Capital expenditures (2,266) 4,663 (48,519) Proceeds from maturities of securities held-to-maturity -- -- 1,510,000 Proceeds from sale of securities available-for-sale 530,097 -- -- Purchases of securities held-to-maturity (9,983,200) -- (1,494,883) ----------- ----------- ----------- Net cash (used in) provided by investing activities (9,455,369) 4,663 (33,402) ----------- ----------- ----------- Cash flows from financing activities- Proceeds of stock issuances 161,919 358,208 293,427 Repayments of debt -- -- (4,700,000) Acquisition of treasury stock (3,925,069) -- -- Cash dividends paid (12,543,863) (10,954,982) (9,113,679) ----------- ----------- ----------- Net cash used in financing activities (16,307,013) (10,596,774) (13,520,252) ----------- ----------- ----------- Net increase in cash and cash equivalents (5,020,150) 8,734,950 779,826 Cash and cash equivalents, beginning of year 14,332,071 5,597,121 4,817,295 ----------- ----------- ----------- Cash and cash equivalents, end of year $ 9,311,921 $14,332,071 $ 5,597,121 =========== =========== ===========
17. BUSINESS COMBINATION: -------------------- In December 1998, the Company exchanged 411,683 shares of its common stock for substantially all of the outstanding shares of Cleburne State Bank ("Cleburne State"). The Cleburne State shareholders received 2.1073 shares of the Company's common stock for each share of Cleburne State common stock owned. The accompanying consolidated financial statements of the Company give effect to this business combination which has been accounted for as a pooling-of-interests. Accordingly, the accounts of Cleburne State have been combined with those of the Company to reflect the results of these companies on a combined basis for all periods presented. During the first quarter of 1999, Cleburne State was merged into First Financial Bank, formerly First National Bank in Cleburne. F-24 The Company's consolidated financial data for the year ended December 31, 1998 has been restated as follows:
Cleburne Company State Combined ----------- ---------- ----------- Year ended December 31, 1998- Net interest income $62,005,218 $3,570,049 $65,575,267 Net earnings 22,169,886 1,084,053 23,253,939
18. CASH FLOW INFORMATION: --------------------- Supplemental information on cash flows and noncash transactions is as follows:
Year Ended December 31, ------------------------------------------------- 2000 1999 1998 ----------- ----------- ----------- Supplemental cash flow information- Interest paid $48,123,200 $43,625,728 $46,486,952 Federal income taxes paid 13,227,192 11,750,380 11,259,747 Schedule of noncash investing and financing activities- Assets acquired through foreclosure 285,195 417,800 78,720
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