-----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, Kt30x1tGqh6vBMj0vpVFKQa4809zd6Q36MaaiBB6ByPAXEzcTkCWx5hdUQ+AXH99 igV91dtKxQzUkaC+Zqw4PQ== 0000950168-00-000850.txt : 20000331 0000950168-00-000850.hdr.sgml : 20000331 ACCESSION NUMBER: 0000950168-00-000850 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FNB CORP/NC CENTRAL INDEX KEY: 0000764811 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 561456589 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 000-13823 FILM NUMBER: 587376 BUSINESS ADDRESS: STREET 1: 101 SUNSET AVE STREET 2: P O BOX 1328 CITY: ASHEBORO STATE: NC ZIP: 27203 BUSINESS PHONE: 3366268300 MAIL ADDRESS: STREET 1: P.O. BOX 1328 CITY: ASHEBORO STATE: NC ZIP: 27203 10-K 1 FORM 10-K FOR FNB CORP. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999 COMMISSION FILE NUMBER 0-13823 --------------- FNB CORP. (Exact name of Registrant as specified in its charter) NORTH CAROLINA 56-1456589 (State of incorporation) (I.R.S. Employer Identification No.)
101 SUNSET AVENUE, ASHEBORO, NORTH CAROLINA 27203 (Address of principal executive offices) (336) 626-8300 (Registrant's telephone number, including area code) SECURITIES PURSUANT TO SECTION 12(G) OF THE ACT: COMMON STOCK, PAR VALUE $2.50 PER SHARE (Title of Class) 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 23, 2000, the Registrant had 3,655,802 shares of $2.50 par value common stock outstanding. The aggregate market value of voting stock held by nonaffiliates of the Registrant, assuming, without admission, that all directors and officers of the Registrant may be deemed affiliates, was $44,671,000. Portions of the Proxy Statement of the Registrant for the Annual Meeting of Shareholders to be held on May 9, 2000 are incorporated by reference in Part III of this report. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CROSS REFERENCE INDEX
PAGE ------ PART I ITEM 1 BUSINESS ............................................................................... 3-5 ITEM 2 PROPERTIES ............................................................................. 5 ITEM 3 LEGAL PROCEEDINGS Not applicable. ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not applicable. PART II ITEM 5 MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS .............. 23 ITEM 6 SELECTED FINANCIAL DATA ................................................................ 6 ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ............................................................................. 7-23 ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ............................. 13-14 ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Independent Auditors' Report ........................................................... 24 Consolidated Balance Sheets at December 31, 1999 and 1998 .............................. 25 Consolidated Statements of Income for each of the years in the three-year period ended December 31, 1999 ...................................................................... 26 Consolidated Statements of Shareholders' Equity and Comprehensive Income for each of the years in the three-year period ended December 31, 1999 .......................... 27 Consolidated Statements of Cash Flows for each of the years in the three-year period ended December 31, 1999 ................................................................ 28 Notes to Consolidated Financial Statements ............................................. 29-45 Quarterly Financial Data for 1999 and 1998 ............................................. 23 ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not applicable. PART III ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT ..................................... * ITEM 11 EXECUTIVE COMPENSATION ................................................................. * ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ......................... * ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ......................................... * PART IV ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a)(1) Financial Statements (See Item 8 for reference). (2) Financial Statement Schedules normally required on Form 10-K are omitted since they are not applicable. (3) Exhibits have been filed separately with the Commission and are available upon written request ................................................................... 47 (b) Reports on Form 8-K. During the quarter ended December 31, 1999, the Registrant filed a Current Report on Form 8-K dated October 16, 1999, which reported under "Item 5" that the Registrant had entered into a definitive merger agreement to acquire Carolina Fincorp, Inc. - ---------
* Information called for by Part III is incorporated herein by reference to portions of the Registrant's Proxy Statement for the 2000 Annual Meeting of Shareholders, as follows: Item 10 -- See information that appears under the headings "Election of Directors" and "Executive Officers". Item 11 -- See information that appears under the heading "Executive Compensation". Item 12 -- See information that appears under the headings "Voting Securities Outstanding and Principal Shareholders" and "Security Ownership of Management". Item 13 -- See information that appears under the heading "Indebtedness of Officers and Directors". 2 BUSINESS GENERAL FNB Corp. (the "Parent Company") is a bank holding company incorporated under the laws of the State of North Carolina in 1984. On July 2, 1985, through an exchange of stock, the Parent Company acquired its wholly-owned bank subsidiary, First National Bank and Trust Company (the "Bank"), a national banking association founded in 1907. The Parent Company and the Bank are collectively referred to as the "Corporation". The Bank, a full-service commercial bank, currently conducts all of its operations in Randolph, Montgomery and Chatham counties in North Carolina. Four offices, including the main office, are located in Asheboro. Additional community offices are located in Archdale (two offices), Biscoe, Ramseur, Randleman, Seagrove, Siler City and Trinity. Some of the major services offered include checking accounts, NOW accounts (including package account versions that offer a variety of products and services), money market accounts, savings accounts, certificates of deposit, holiday club accounts, individual retirement accounts, debit cards, credit cards and loans, both secured and unsecured, for business, agricultural and personal use. Certain banking services for both individual and business customers became available over the internet in a test environment in 1999, subsequently being offered to all customers in February 2000. The Bank also has automated teller machines and is a member of Plus, a national teller machine network, and Star, a regional network. On October 16, 1999, the Corporation entered into a definitive merger agreement to acquire Carolina Fincorp, Inc. ("Carolina Fincorp"), holding company for Richmond Savings Bank, Inc., SSB ("Richmond Savings"), headquartered in Rockingham, North Carolina. Under the terms of the agreement, Carolina Fincorp will be merged with a wholly-owned subsidiary of FNB Corp. formed for the purposes of effecting the merger, immediately after which, the subsidiary will be merged into FNB Corp. Following the merger of holding companies, Richmond Savings will be merged with and into the Bank. The merger will be accounted for as a pooling-of-interests transaction and is subject to several conditions, including approval by the shareholders of FNB Corp. and Carolina Fincorp and approval by applicable regulatory authorities. On March 21, 2000, the shareholders of both FNB Corp. and Carolina Fincorp voted to approve the merger, leaving certain contractual conditions of the merger agreement to be satisfied. Upon satisfaction of these conditions, the merger is anticipated to close early in the second quarter of 2000. To effect the merger, each share of Carolina Fincorp common stock will be converted into .79 (subject to possible adjustment) of a share of FNB Corp. common stock. At December 31, 1999, Carolina Fincorp operated five offices through Richmond Savings and had approximately $120,069,000 in total assets, $102,917,000 in deposits and $16,138,000 in stockholders' equity. On June 3, 1997, the Corporation entered into a definitive agreement to acquire a savings bank in Siler City, North Carolina. On January 28, 1998, as permitted by the agreement, the Board of Directors of the savings bank exercised its right to terminate the proposed combination due to the increase in the market value of FNB Corp. common stock above a specified level. The Corporation incurred certain costs in connection with the proposed acquisition. Those costs, which had been initially deferred, amounted to $305,000 and are included in terminated merger expenses in the consolidated statement of income for the year ended December 31, 1997. Prior to March 26, 1999, the Bank's data processing, item capture and statement rendering operations were outsourced under a service bureau arrangement. Commencing in the 1998 fourth quarter, the Bank began the process of converting these operations to an in-house basis. Conversion to the replacement systems occurred on March 26, 1999. The total capital expenditure outlay for hardware and software amounted to approximately $1,700,000, of which approximately one-half was recorded in 1998 and the remainder in 1999. In addition to capital expenditures for the new system, the Bank incurred certain expenses in 1998, totaling approximately $302,000, related to deconversion from the prior arrangement. In the 1998 fourth quarter, the Bank received regulatory approval for establishment of a new branch office in Trinity, North Carolina. Construction of the permanent Trinity facility is expected to be complete in 2001, resulting in a total capital outlay of approximately $1,000,000, of which approximately one-third was recorded in 1998 related to the purchase of land. Prior to completion of the permanent facility, a temporary mobile office, which opened in August 1999, is being operated at this site. YEAR 2000 READINESS As of the date of this report, the Corporation has not experienced any material effects related to the Year 2000 readiness problem. Although the Corporation has not been informed of any material risks associated with the Year 2000 problem from third parties, there can be no assurance that the Corporation will not be impacted in the future. The Corporation will continuously monitor its business applications and maintain contact with its third-party vendors and key business partners to resolve any Year 2000 problems that may arise in the future. 3 For additional information on Year 2000 matters, see "Year 2000 Status" in "Management's Discussion and Analysis of Financial Condition and Results of Operations". COMPETITION The commercial banking industry within the Bank's marketing area is extremely competitive. The Bank faces direct competition in Randolph, Montgomery and Chatham counties from approximately eighteen different financial institutions, including commercial banks, savings institutions and credit unions. Although none of these entities is dominant, the Bank considers itself one of the major financial institutions in the area in terms of total assets and deposits. Further competition is provided by banks located in adjoining counties, as well as other types of financial institutions such as insurance companies, finance companies, pension funds and brokerage houses and other money funds. SUPERVISION AND REGULATION The Parent Company is a bank holding company within the meaning of the Bank Holding Company Act of 1956, as amended (the "BHC Act"), and is registered as such with the Board of Governors of the Federal Reserve System (the "Federal Reserve Board"). A bank holding company is required to file with the Federal Reserve Board annual reports and other information regarding its business operations and those of its subsidiaries. It is also subject to examination by the Federal Reserve Board and is required to obtain Federal Reserve Board approval prior to acquiring, directly or indirectly, ownership or control of any voting shares of any bank if, after such acquisition, it would own or control, directly or indirectly, more than five percent of the voting stock of such bank, unless it already owns a majority of the voting stock of such bank. Furthermore, a bank holding company, with limited exceptions, is prohibited from acquiring direct or indirect ownership or control of more than five percent of the voting stock of any company which is not a bank or a bank holding company and must engage only in the business of banking or managing or controlling banks or furnishing services to or performing services for its subsidiary banks. One of the exceptions to this prohibition is the ownership of shares in a company the activities of which the Federal Reserve Board has determined to be so closely related to banking or managing or controlling banks as to be a proper incident thereto. The Federal Reserve Board has determined that certain activities are closely related to banking, and that bank holding companies may apply to the Federal Reserve Board for permission to form, retain or acquire an interest in a company engaging or proposing to engage in these activities. The permitted nonbanking activities include, without limitation: (1) making, acquiring or servicing loans or other extensions of credit such as consumer finance, credit card, mortgage, commercial finance and factoring companies would make; (2) acting as an investment or financial advisor; (3) leasing real or personal property or acting as agent, broker, or advisor in leasing such property if the lease is to serve as the functional equivalent of an extension of credit to the lessee of the property and certain other conditions are met; (4) providing bookkeeping or data processing services under certain circumstances; (5) acting as an insurance agent or broker with respect to insurance that is directly related to the extension of credit with other financial services; (6) acting as an underwriter for credit life insurance and credit accident and health insurance directly related to extensions of credit by the holding company system; and (7) providing securities brokerage services and related securities credit activities. As a national banking association, the Bank is subject to regulatory supervision, of which regular bank examinations by the Comptroller of the Currency are a part. The Bank is a member of the Federal Deposit Insurance Corporation (the "FDIC") which currently insures the deposits of each member bank to a maximum of $100,000 per depositor. For this protection, each bank pays a quarterly statutory assessment and is subject to the rules and regulations of the FDIC. The Bank is also a member of the Federal Reserve System and is therefore subject to the applicable provisions of the Federal Reserve Act, which imposes restrictions on loans by subsidiary banks to a holding company and its other subsidiaries and on the use of stock or securities as collateral security for loans by subsidiary banks to any borrower. The ability of the Parent Company to pay dividends depends to a large extent upon the amount of dividends the Bank pays to the Parent Company. Approval of the Comptroller of the Currency, or his designate, will be required for any dividend to the Parent Company by the Bank if the total of all dividends, including any proposed dividend, declared by the Bank in any calendar year exceeds the total of its net profits for that year combined with its retained net profits for the preceding two years, less any required transfers to surplus or a fund for the retirement of any preferred stock. EFFECT OF GOVERNMENTAL POLICIES The operations and earnings of the Bank and, therefore, of the Parent Company are affected by legislative changes and by the policies of various regulatory agencies. In particular, the Bank is affected by the monetary and fiscal policies of the Federal Reserve Board. The instruments of monetary policy used by the Federal Reserve Board include its open market 4 operations in U.S. Government securities, changes in the discount rate on member bank borrowings, and changes in reserve requirements on member bank deposits. The actions of the Federal Reserve Board influence the growth of bank loans, investments and deposits and also affect interest rates charged on loans or paid on deposits. EMPLOYEES As of December 31, 1999, the Parent Company had three officers, all of whom were also officers of the Bank. On that same date, the Bank had 148 full-time employees and 20 part-time employees. The Bank considers its relationship with its employees to be excellent. The Bank provides employee benefit programs, including a noncontributory defined benefit pension plan, matching retirement/savings (401(k)) plan, group life, health and dental insurance, paid vacations, sick leave, and health care and life insurance benefits for retired employees. PROPERTIES The main offices of the Bank and the principal executive offices of the Parent Company are located in an office building at 101 Sunset Avenue, Asheboro, North Carolina. The premises contain approximately 36,500 square feet of office space. The Bank also has other community offices in Asheboro (three offices), Archdale (two offices), Biscoe, Ramseur, Randleman, Seagrove, Siler City, and Trinity, North Carolina. Except as noted below, all premises are owned by the Bank in fee. The Randolph Mall office in Asheboro is under a lease expiring January 31, 2002. The Bush Hill office in Archdale is under a lease expiring January 31, 2002, with lease renewal options for up to an additional 20-year term. The land on which the Seagrove Office is situated is under a lease expiring June 30, 2016. At that time, the land is subject to a purchase option at a fixed price or lease renewal options for up to an additional 30-year term. 5 FNB CORP. AND SUBSIDIARY FIVE YEAR FINANCIAL HISTORY
1999 1998 1997 1996 1995 ------------- ------------- ------------- ------------- ------------- (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) SUMMARY OF OPERATIONS Interest income ........................................... $ 27,312 $ 26,411 $ 24,507 $ 22,248 $ 20,606 Interest expense .......................................... 11,815 11,591 10,576 9,612 9,002 --------- --------- --------- --------- --------- Net interest income ....................................... 15,497 14,820 13,931 12,636 11,604 Provision for loan losses ................................. 405 390 600 490 515 --------- --------- --------- --------- --------- Net interest income after provision for loan losses ....... 15,092 14,430 13,331 12,146 11,089 Noninterest income ........................................ 3,422 3,204 2,875 2,444 1,826 Noninterest expense ....................................... 11,870 11,088 10,288 9,077 9,114 --------- --------- --------- --------- --------- Income before income taxes ................................ 6,644 6,546 5,918 5,513 3,801 Income taxes .............................................. 1,987 1,984 1,818 1,676 1,101 --------- --------- --------- --------- --------- Net income ................................................ $ 4,657 $ 4,562 $ 4,100 $ 3,837 $ 2,700 ========= ========= ========= ========= ========= PER SHARE DATA Net income: Basic .................................................... $ 1.27 $ 1.25 $ 1.13 1.06 $ .75 Diluted .................................................. 1.23 1.20 1.11 1.05 .75 Cash dividends declared ................................... .51 .45 .38 .33 .26 Book value ................................................ 9.81 9.58 8.76 7.96 7.23 BALANCE SHEET INFORMATION Total assets .............................................. $ 396,067 $ 356,623 $ 325,655 $ 307,134 $ 283,678 Investment securities ..................................... 105,832 104,771 86,881 90,316 84,536 Loans ..................................................... 265,029 229,722 217,451 195,273 179,923 Deposits .................................................. 322,767 304,690 280,548 271,380 250,144 Shareholders' equity ...................................... 35,930 35,002 31,901 28,767 25,995 RATIOS (AVERAGES) Return on assets .......................................... 1.25% 1.33% 1.30% 1.32% 1.00% Return on shareholders' equity ............................ 12.99 13.52 13.45 13.97 10.93 Shareholders' equity to assets ............................ 9.64 9.85 9.68 9.41 9.17 Dividend payout ratio ..................................... 40.07 36.03 33.21 31.02 34.62 Loans to deposits ......................................... 78.14 76.41 74.72 72.87 73.10 Net yield on earning assets, taxable equivalent basis ..... 4.70 4.88 4.99 4.90 4.84
6 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The purpose of this discussion and analysis is to assist in the understanding and evaluation of the financial condition, changes in financial condition and results of operations of FNB Corp. (the "Parent Company") and its wholly-owned subsidiary, First National Bank and Trust Company (the "Bank"), collectively referred to as the "Corporation". This discussion should be read in conjunction with the consolidated financial statements and supplemental financial information appearing elsewhere in this report. OVERVIEW The Corporation earned $4,657,000 in 1999, a 2.1% increase in net income from 1998. Basic earnings per share increased from $1.25 in 1998 to $1.27 in 1999 and diluted earnings per share increased from $1.20 to $1.23. Total assets were $396,067,000 at December 31, 1999, up 11.1% from year-end 1998. Loans amounted to $265,029,000 at December 31, 1999, up 15.4% from the prior year. Total deposits grew 5.9% to $322,767,000 in 1999. On October 16, 1999, the Corporation entered into a definitive merger agreement to acquire Carolina Fincorp, Inc. ("Carolina Fincorp"), holding company for Richmond Savings Bank, Inc., SSB ("Richmond Savings"), headquartered in Rockingham, North Carolina. Under the terms of the agreement, Carolina Fincorp will be merged with a wholly-owned subsidiary of FNB Corp. formed for the purposes of effecting the merger, immediately after which, the subsidiary will be merged into FNB Corp. Following the merger of holding companies, Richmond Savings will be merged with and into the Bank. The merger will be accounted for as a pooling-of-interests transaction and is subject to several conditions, including approval by the shareholders of FNB Corp. and Carolina Fincorp and approval by applicable regulatory authorities. On March 21, 2000, the shareholders of both FNB Corp. and Carolina Fincorp voted to approve the merger, leaving certain contractual conditions of the merger agreement to be satisfied. Upon satisfaction of these conditions, the merger is anticipated to close early in the second quarter of 2000. To effect the merger, each share of Carolina Fincorp common stock will be converted into .79 (subject to possible adjustment) of a share of FNB Corp. common stock. At December 31, 1999, Carolina Fincorp operated five offices through Richmond Savings and had approximately $120,069,000 in total assets, $102,917,000 in deposits and $16,138,000 in stockholders' equity. On June 3, 1997, the Corporation entered into a definitive agreement to acquire a savings bank in Siler City, North Carolina. On January 28, 1998, as permitted by the agreement, the Board of Directors of the savings bank exercised its right to terminate the proposed combination due to the increase in the market value of FNB Corp. common stock above a specified level. The Corporation incurred certain costs in connection with the proposed acquisition. Those costs, which had been initially deferred, amounted to $305,000 and are included in terminated merger expenses in the consolidated statement of income for the year ended December 31, 1997. The 1998 operating results were impacted by special fourth quarter charges of $302,000 relating to a major data processing conversion. Similarly, 1997 operating results were affected by the fourth quarter recognition of $305,000 in terminated merger expenses as discussed above. EARNINGS REVIEW The Corporation's net income increased $95,000 in 1999, up 2.1% over 1998. Earnings were positively impacted in 1999 by increases of $677,000 or 4.6% in net interest income and $218,000 in noninterest income. These gains were significantly offset, however, by an increase of $782,000 in noninterest expense. Special noninterest expense charges, relating to a major data processing conversion, significantly affected the 1998 fourth quarter operating results, as noted in the "Overview", and to a lesser extent affected the 1999 operating results, especially in the first quarter. The Corporation's net income increased $462,000 in 1998, up 11.3% over 1997. Earnings were positively impacted in 1998 by increases of $889,000 or 6.4% in net interest income and $329,000 in noninterest income and by a $210,000 reduction in the provision for loan losses. These gains were significantly offset, however, by an increase of $800,000 in noninterest expense. The effect of special noninterest expense charges in both 1998 and 1997, as discussed in the "Overview", tended to offset on a comparative basis. Return on average assets, reflecting the effect of a faster rate of growth in average total assets than in net income, declined from 1.33% in 1998 to 1.25% in 1999. Return on average assets improved in 1998 from 1.30% in 1997. Similarly, return on average shareholders' equity decreased to 12.99% in 1999 after increasing to 13.52% in 1998 from 13.45% in 1997. 7 NET INTEREST INCOME Net interest income is the difference between interest income, principally from loans and investments, and interest expense, principally on customer deposits. Changes in net interest income result from changes in interest rates and in the volume, or average dollar level, and mix of earning assets and interest-bearing liabilities. Net interest income was $15,497,000 in 1999 compared to $14,820,000 in 1998. The increase of $677,000 or 4.6% resulted primarily from a 8.6% increase in the level of average earning assets, the effect of which was partially offset by a decline in the net yield on earning assets, or net interest margin, from 4.88% in 1998 to 4.70% in 1999. In 1998, there was a $889,000 or 6.4% increase in net interest income reflecting a 9.0% increase in average earning assets as partially offset by a decline in the net interest margin from 4.99% in 1997. On a taxable equivalent basis, the increases in net interest income in 1999 and 1998 were $731,000 and $960,000, respectively, reflecting changes in the relative mix of taxable and non-taxable earning assets in each year. Table 1 sets forth for the periods indicated information with respect to the Corporation's average balances of assets and liabilities, as well as the total dollar amounts of interest income (taxable equivalent basis) from earning assets and interest expense on interest-bearing liabilities, resultant rates earned or paid, net interest income, net interest spread and net yield on earning assets. Net interest spread refers to the difference between the average yield on earning assets and the average rate paid on interest-bearing liabilities. Net yield on earning assets, or net interest margin, refers to net interest income divided by average earning assets and is influenced by the level and relative mix of earning assets and interest-bearing liabilities. 8 TABLE 1 AVERAGE BALANCES AND NET INTEREST INCOME ANALYSIS
1999 1998 -------------------------------------- -------------------------------------- INTEREST INTEREST AVERAGE INCOME/ AVERAGE RATES AVERAGE INCOME/ AVERAGE RATES BALANCE EXPENSE EARNED/PAID BALANCE EXPENSE EARNED/PAID ----------- ---------- --------------- ----------- ---------- --------------- (TAXABLE EQUIVALENT BASIS, DOLLARS IN THOUSANDS) EARNING ASSETS Loans (1) (2) ........................ $241,550 $20,854 8.63% $224,972 $20,393 9.06% Investment securities (1): Taxable income ...................... 87,627 5,820 6.64 75,002 5,225 6.97 Non-taxable income .................. 19,832 1,540 7.76 19,780 1,547 7.82 Federal funds sold ................... 1,849 94 5.10 3,417 188 5.51 -------- ------- ---- -------- ------- ---- Total earning assets ............... 350,858 28,308 8.07 323,171 27,353 8.46 -------- ------- ---- -------- ------- ---- Cash and due from banks .............. 11,871 10,800 Other assets, net .................... 9,167 8,491 -------- -------- TOTAL ASSETS ....................... $371,896 $342,462 ======== ======== INTEREST-BEARING LIABILITIES Interest-bearing deposits: NOW accounts ........................ $ 43,025 525 1.22 $ 41,353 648 1.57 Savings deposits .................... 26,273 535 2.03 27,414 614 2.24 Money market accounts ............... 31,839 1,154 3.62 25,430 977 3.84 Certificates and other time deposits ........................... 167,784 8,582 5.12 162,484 8,879 5.46 Retail repurchase agreements ......... 12,971 501 3.87 10,169 444 4.37 Federal Home Loan Bank advances ............................ 8,567 433 5.05 -- -- -- Federal funds purchased .............. 1,590 85 5.38 539 29 5.32 -------- ------- ---- -------- ------- ---- Total interest-bearing liabilities ...................... 292,049 11,815 4.05 267,389 11,591 4.33 -------- ------- ---- -------- ------- ---- Noninterest-bearing demand deposits ............................ 40,201 37,730 Other liabilities .................... 3,797 3,601 Shareholders' equity ................. 35,849 33,742 -------- -------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY ........................... $371,896 $342,462 ======== ======== NET INTEREST INCOME AND SPREAD .......................... $16,493 4.02% $15,762 4.13% ======= ==== ======= ==== NET YIELD ON EARNING ASSETS .............................. 4.70% 4.88% ==== ==== 1997 ------------------------------------ INTEREST AVERAGE INCOME/ AVERAGE RATES BALANCE EXPENSE EARNED/PAID ----------- --------- -------------- (TAXABLE EQUIVALENT BASIS, DOLLARS IN THOUSANDS) EARNING ASSETS Loans (1) (2) ........................ $205,127 $18,813 9.17% Investment securities (1): Taxable income ...................... 70,817 4,975 7.03 Non-taxable income .................. 17,741 1,435 8.09 Federal funds sold ................... 2,813 155 5.51 -------- ------- ---- Total earning assets ............... 296,498 25,378 8.56 -------- ------- ---- Cash and due from banks .............. 9,985 Other assets, net .................... 8,267 -------- TOTAL ASSETS ....................... $314,750 ======== INTEREST-BEARING LIABILITIES Interest-bearing deposits: NOW accounts ........................ $ 38,017 677 1.78 Savings deposits .................... 29,199 678 2.32 Money market accounts ............... 19,459 707 3.63 Certificates and other time deposits ........................... 150,566 8,206 5.45 Retail repurchase agreements ......... 6,229 281 4.51 Federal Home Loan Bank advances ............................ -- -- -- Federal funds purchased .............. 473 27 5.71 -------- ------- ---- Total interest-bearing liabilities ...................... 243,943 10,576 4.34 -------- ------- ---- Noninterest-bearing demand deposits ............................ 37,289 Other liabilities .................... 3,038 Shareholders' equity ................. 30,480 -------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY ........................... $314,750 ======== NET INTEREST INCOME AND SPREAD .......................... $14,802 4.22% ======= ==== NET YIELD ON EARNING ASSETS .............................. 4.99% ====
- --------- (1) Interest income and yields related to certain investment securities and loans exempt from both federal and state income tax or from state income tax alone are stated on a fully taxable equivalent basis, assuming a 34% federal tax rate and applicable state tax rate, reduced by the nondeductible portion of interest expense. (2) Nonaccrual loans are included in the average loan balance. Loan fees and the incremental direct costs associated with making loans are deferred and subsequently recognized over the life of the loan as an adjustment of interest income. Changes in the net interest margin and net interest spread tend to correlate with movements in the prime rate of interest. There are variations, however, in the degree and timing of rate changes, compared to prime, for the different types of earning assets and interest-bearing liabilities. The average prime rate of interest has been relatively stable in recent years, amounting to 7.99%, 8.37% and 8.44% in 1999, 1998 and 1997, respectively. This general stability has tended to apply to the interest rates both earned and paid by the Bank. During the last three months of 1998, however, a significant change occurred in the level of the prime rate when the Federal Reserve took action on the level of interest rates in response to the downturn of the economies of certain Asian 9 and Latin American countries and the effects or potential effects of those downturns on the U.S. economy. In rapid succession, three 25 basis point cuts were recorded in the prime rate, lowering it from 8.50% to 7.75%. This decrease in the prime rate has tended to negatively impact the Corporation's net interest margin and net interest spread. Due to subsequent concern about inflationary pressures that appeared to be building in the U. S. economy, the Federal Reserve elected to raise the level of interest rates in the third and fourth quarters of 1999, resulting in three 25 basis point increases in the prime rate that raised it from 7.75% to 8.50%, thereby effectively reversing the rate reductions that occurred in 1998. In 1999, the net interest spread declined by 11 basis points from 4.13% in 1998 to 4.02% in 1999, reflecting a decrease in the average total yield on earning assets that was only partially offset by a decrease in the average rate paid on interest-bearing liabilities, or cost of funds. The yield on earning assets decreased by 39 basis points from 8.46% in 1998 to 8.07% in 1999, while the cost of funds decreased by 28 basis points in moving from 4.33% to 4.05%. In 1998, the 9 basis points decrease in net interest spread resulted from a 10 basis points decrease in the yield on earning assets as partially offset by a 1 basis point decrease in the cost of funds. The 1999 and 1998 changes in net interest income on a taxable equivalent basis, as measured by volume and rate variances, are analyzed in Table 2. Volume refers to the average dollar level of earning assets and interest-bearing liabilities. TABLE 2 VOLUME AND RATE VARIANCE ANALYSIS
1999 VERSUS 1998 1998 VERSUS 1997 ----------------------------------- ------------------------------------ VARIANCE DUE TO(1) VARIANCE DUE TO(1) ---------------------- ------------------------ VOLUME RATE NET CHANGE VOLUME RATE NET CHANGE ---------- ----------- ------------ ---------- ------------- ----------- (TAXABLE EQUIVALENT BASIS, IN THOUSANDS) INTEREST INCOME Loans (2) .................................. $1,457 $ (996) $ 461 $1,807 $ (227) $ 1,580 Investment securities (2): Taxable income ........................... 851 (256) 595 293 (43) 250 Non-taxable income ....................... 4 (11) (7) 161 (49) 112 Federal funds sold ......................... (81) (13) (94) 33 -- 33 ------ -------- ------- ------ ------ ------- Total interest income ................... 2,231 (1,276) 955 2,294 (319) 1,975 ------ -------- ------- ------ ------ ------- INTEREST EXPENSE Interest-bearing deposits: NOW accounts ............................. 25 (148) (123) 56 (85) (29) Savings deposits ......................... (24) (55) (79) (41) (23) (64) Money market accounts .................... 235 (58) 177 227 43 270 Certificates and other time deposits ..... 278 (575) (297) 658 15 673 Retail repurchase agreements ............... 112 (55) 57 172 (9) 163 Federal Home Loan Bank advances ............ 433 -- 433 -- -- -- Federal funds purchased .................... 56 -- 56 4 (2) 2 ------ -------- ------- ------ --------- ------- Total interest expense .................. 1,115 (891) 224 1,076 (61) 1,015 ------ -------- ------- ------ -------- ------- NET INTEREST INCOME ......................... $1,116 $ (385) $ 731 $1,218 $ (258) $ 960 ====== ======== ======= ====== ======== =======
- --------- (1) The mix variance, not separately stated, has been proportionally allocated to the volume and rate variances based on their absolute dollar amount. (2) Interest income related to certain investment securities and loans exempt from both federal and state income tax or from state income tax alone is stated on a fully taxable equivalent basis, assuming a 34% federal tax rate and applicable state tax rate, reduced by the nondeductible portion of interest expense. PROVISION FOR LOAN LOSSES This provision is the charge against earnings to provide an allowance or reserve for probable losses inherent in the loan portfolio. The amount of each year's charge is affected by several considerations including management's evaluation of various risk factors in determining the adequacy of the allowance (see "Asset Quality"), actual loan loss experience and loan portfolio growth. In 1999, earnings were negatively impacted by a $15,000 increase in the provision. In 1998, there was a positive impact from a $210,000 provision decrease. 10 The allowance for loan losses, as a percentage of loans outstanding, amounted to 1.04% at December 31, 1999 and 1.10% at December 31, 1998. The reduction in the allowance percentage reflected changes in the loan portfolio mix. As discussed in "Loans", the 1-4 family residential mortgage loan portfolio, which requires a relatively lower level of reserve for loan losses, significantly increased in 1999. Further, a riskier loan segment, retail installment loan contracts purchased from automobile and equipment dealers, has been discontinued. NONINTEREST INCOME Noninterest income increased $218,000 or 6.8% in 1999 and $329,000 or 11.4% in 1998, reflecting in part the general increase in the volume of business. The increase in service charges on deposit accounts in 1999 was primarily due to the selected increases in service charges that became effective in the 1999 first quarter. The 1998 increase in service charges on deposit accounts resulted partially from the implementation for a full year of the service charge increases that became effective in the 1997 second quarter. Further, there was increased revenue in 1998 from a NOW account version that provides a package of products and services for a stated monthly fee as a result of increases in the number of such accounts and in the stated monthly fee, the new fee having become effective in the 1997 fourth quarter. The increase in annuity and brokerage commissions in 1999 related to a general increase in both sales of annuity products and the volume of brokerage services, while the opposite was true in 1998 when such commissions declined. The level of other service charges, commissions and fees was higher in 1999 due largely to a significantly greater annual commission adjustment in 1999 on sales of credit life insurance, such adjustment being paid in the first quarter of each year and based on prior year claims. Other income was lower in 1999 due mainly to a reduction in gains on loan sales, but the comparison to 1998 was also impacted by the $39,000 recovery in 1998 of a portion of certain expenses, initially recorded in the 1997 fourth quarter, related to a terminated merger agreement with another financial institution (see "Overview"). Other income was higher in 1998 due largely to increases in gains on loan sales and in fees for trust services and to the $39,000 recovery of a portion of the terminated merger expenses. NONINTEREST EXPENSE Noninterest expense was $782,000 or 7.1% higher in 1999 due largely to increased personnel expense, the effect of a major data processing conversion and the continuing effects of inflation. The level of noninterest expense was further affected by the opening of a new branch office in August 1999 (see "Business Development Matters"). Personnel expense was impacted by increased staffing requirements, especially as related to the data processing conversion, and by normal salary adjustments. Net occupancy expense was affected by increased maintenance charges. Furniture and equipment expense increased largely as a result of the data processing conversion, especially for depreciation charges. Advertising and marketing expense, included in "other expense", increased significantly in 1998 above the level of prior years due primarily to new programs undertaken that included an advertising campaign based on customer testimonials and a major marketing plan centered around the "YES YOU CAN, YES WE CAN(R)" program. Significant advertising and marketing expenditures continued in 1999 for the new marketing plan resulting in a $13,000 expense increase over 1998. The major data processing conversion from a service bureau arrangement to an in-house basis, completed on March 26, 1999 and discussed in "Business Development Matters", significantly affected operating results for the 1999 first quarter. The cost of data processing services in the 1999 first quarter was impacted by the higher rate charged by the service bureau on a month-to-month basis, subsequent to the termination of the prior long-term agreement in late 1998. Also, personnel expense was negatively affected by the staffing and training requirements that were preliminary to the implementation of the new system. Subsequent to the 1999 first quarter, the total cost related to data processing operations on an in-house basis compares favorably to the cost that was being experienced under the service bureau arrangement prior to the start of the conversion process in the 1998 fourth quarter. Noninterest expense components are being significantly affected, however, as there is a major decrease in the direct cost of data processing services, but increases in the levels of personnel expense and furniture and equipment expense. Noninterest expense was $800,000 or 7.8% higher in 1998 due in part to charges of $302,000 relating to the major data processing conversion discussed above. The remaining net increase of $498,000 was due largely to increased personnel expense, new advertising and marketing programs and the continuing effects of inflation. Personnel expense was impacted by increased staffing requirements and normal salary adjustments. Advertising and marketing expense, included in "other expense", increased $223,000 due primarily to new programs discussed above. 11 INCOME TAXES The effective income tax rate, impacted by a series of scheduled annual reductions in the state income tax rate, amounted to 29.9% in 1999, 30.3% in 1998 and 30.7% in 1997. LIQUIDITY Liquidity refers to the continuing ability of the Bank to meet deposit withdrawals, fund loan and capital expenditure commitments, maintain reserve requirements, pay operating expenses and provide funds to the Parent Company for payment of dividends, debt service and other operational requirements. Liquidity is immediately available from five major sources: (a) cash on hand and on deposit at other banks, (b) the outstanding balance of federal funds sold, (c) lines for the purchase of federal funds from other banks, (d) the $47,500,000 line of credit established at the Federal Home Loan Bank, less existing advances against that line, and (e) the available-for-sale securities portfolio. Further, while available-for-sale securities are intended to be a source of immediate liquidity, the entire investment securities portfolio is managed to provide both income and a ready source of liquidity. All debt securities are of investment grade quality and, if the need arises, can be promptly liquidated on the open market or pledged as collateral for short-term borrowing. Consistent with its approach to liquidity, the Bank as a matter of policy does not solicit or accept brokered deposits for funding asset growth. Instead, loans and other assets are based primarily on a core of local deposits and the Bank's capital position. To date, the steady increase in deposits, retail repurchase agreements and capital, supplemented by Federal Home Loan Bank advances, has been adequate to fund loan demand in the Bank's market area, while maintaining the desired level of immediate liquidity and a substantial investment securities portfolio available for both immediate and secondary liquidity purposes. ASSET/LIABILITY MANAGEMENT AND INTEREST RATE SENSITIVITY One of the primary objectives of asset/liability management is to maximize net interest margin while minimizing the earnings risk associated with changes in interest rates. One method used to manage interest rate sensitivity is to measure, over various time periods, the interest rate sensitivity positions, or gaps; however, this method addresses only the magnitude of timing differences and does not address earnings or market value. Therefore, management uses an earnings simulation model to prepare, on a regular basis, earnings projections based on a range of interest rate scenarios in order to more accurately measure interest rate risk. The Bank's balance sheet was liability-sensitive at December 31, 1999. A liability-sensitive position means that in gap measurement periods of one year or less there are more liabilities than assets subject to immediate repricing as market rates change. Because immediately rate sensitive interest-bearing liabilities exceed rate sensitive assets, the earnings position could improve in a declining rate environment and could deteriorate in a rising rate environment, depending on the correlation of rate changes in these two categories. Included in interest-bearing liabilities subject to rate changes within 90 days is a portion of the NOW, savings and money market deposits. These types of deposits historically have not repriced coincidentally with or in the same proportion as general market indicators. Table 3 presents information about the periods in which the interest-sensitive assets and liabilities at December 31, 1999 will either mature or be subject to repricing in accordance with market rates, and the resulting interest-sensitivity gaps. This table shows the sensitivity of the balance sheet at one point in time and is not necessarily indicative of what the sensitivity will be on other dates. As a simplifying assumption concerning repricing behavior, 50% of the NOW, savings and money market deposits are assumed to reprice immediately and 50% are assumed to reprice beyond one year. 12 TABLE 3 INTEREST RATE SENSITIVITY ANALYSIS
DECEMBER 31, 1999 ------------------------------------------ RATE MATURITY IN DAYS ------------------------------------------ 1-90 91-180 181-365 ------------- ------------- -------------- (DOLLARS IN THOUSANDS) EARNING ASSETS Loans ..................................................... $ 92,771 $ 13,638 $ 12,525 Investment securities ..................................... 461 818 809 --------- --------- ---------- Total earning assets .................................... 93,232 14,456 13,334 --------- --------- ---------- INTEREST-BEARING LIABILITIES NOW accounts .............................................. 21,463 -- -- Savings deposits .......................................... 12,495 -- -- Money market accounts ..................................... 16,963 -- -- Time deposits of $100,000 or more ......................... 33,796 21,417 11,084 Other time deposits ....................................... 33,980 30,858 28,820 Retail repurchase agreements .............................. 10,667 -- -- Federal Home Loan Bank advances ........................... -- -- -- Federal funds purchased ................................... 7,735 -- -- --------- --------- ---------- Total interest-bearing liabilities ...................... 137,099 52,275 39,904 --------- --------- ---------- INTEREST SENSITIVITY GAP ................................... $ (43,867) $ (37,819) $ (26,570) ========= ========= ========== Cumulative gap ............................................. $ (43,867) $ (81,686) $ (108,256) Ratio of interest-sensitive assets to interest-sensitive liabilities ............................................... 68% 28% 33% DECEMBER 31, 1999 --------------------------- BEYOND ONE YEAR TOTAL ------------- ------------- (DOLLARS IN THOUSANDS) EARNING ASSETS Loans ..................................................... $ 146,095 $ 265,029 Investment securities ..................................... 103,744 105,832 --------- --------- Total earning assets .................................... 249,839 370,861 --------- --------- INTEREST-BEARING LIABILITIES NOW accounts .............................................. 21,463 42,926 Savings deposits .......................................... 12,495 24,990 Money market accounts ..................................... 16,964 33,927 Time deposits of $100,000 or more ......................... 6,327 72,624 Other time deposits ....................................... 15,459 109,117 Retail repurchase agreements .............................. -- 10,667 Federal Home Loan Bank advances ........................... 15,000 15,000 Federal funds purchased ................................... -- 7,735 --------- --------- Total interest-bearing liabilities ...................... 87,708 316,986 --------- --------- INTEREST SENSITIVITY GAP ................................... $ 162,131 $ 53,875 ========= ========= Cumulative gap ............................................. $ 53,875 $ 53,875 Ratio of interest-sensitive assets to interest-sensitive liabilities ............................................... 285% 117%
MARKET RISK Market risk reflects the risk of economic loss resulting from adverse changes in market price and interest rates. This risk of loss can be reflected in diminished current market values and/or reduced potential net interest income in future periods. The Bank's market risk arises primarily from interest rate risk inherent in its lending and deposit-taking activities. The structure of the Bank's loan and deposit portfolios is such that a significant decline in interest rates may adversely impact net market values and net interest income. The Bank does not maintain a trading account nor is the Bank subject to currency exchange risk or commodity price risk. Interest rate risk is monitored as part of the Bank's asset/liability management function, which is discussed in "Asset/Liability Management and Interest Rate Sensitivity" above. 13 Table 4 presents information about the contractual maturities, average interest rates and estimated fair values of financial instruments considered market risk sensitive at December 31, 1999. TABLE 4 MARKET RISK ANALYSIS OF FINANCIAL INSTRUMENTS
CONTRACTUAL MATURITIES AT DECEMBER 31, 1999 ------------------------------------------------------------------------------ BEYOND AVERAGE ESTIMATED FIVE INTEREST FAIR 2000 2001 2002 2003 2004 YEARS TOTAL RATE (1) VALUE ---------- ---------- ---------- ---------- ---------- ----------- ----------- ---------- ---------- (DOLLARS IN THOUSANDS) FINANCIAL ASSETS Debt securities (2) ..... $ 2,086 $ 3,590 $ 1,128 $ 4,843 $ 7,228 $ 88,368 $107,243 6.86% $102,690 Loans (3): Fixed rate ............ 34,734 18,704 17,226 12,987 13,133 68,187 164,971 8.30 158,987 Variable rate ......... 27,598 12,366 9,099 7,384 9,534 34,077 100,058 8.86 100,026 -------- -------- -------- -------- -------- -------- -------- -------- Total ................ $ 64,418 $ 34,660 $ 27,453 $ 25,214 $ 29,895 $190,632 $372,272 8.04 $361,703 ======== ======== ======== ======== ======== ======== ======== ======== FINANCIAL LIABILITIES Now accounts ............ $ -- $ -- $ -- $ -- $ -- $ -- 42,926 1.15 $ 42,926 Savings deposits ........ -- -- -- -- -- -- 24,990 1.73 24,990 Money market accounts .............. -- -- -- -- -- -- 33,927 3.69 33,927 Time deposits: Fixed rate ............ 146,215 10,705 9,971 245 863 -- 167,999 5.28 168,883 Variable rate ......... 4,966 8,333 328 115 -- -- 13,742 5.47 13,742 Retail repurchase agreements ............ -- -- -- -- -- -- 10,667 3.97 10,667 Federal Home Loan Bank advances ......... -- -- -- -- 3,000 12,000 15,000 5.06 13,994 Federal funds purchased ............. -- -- -- -- -- -- 7,735 5.18 7,735 -------- -------- -------- -------- -------- -------- -------- -------- Total ................ $151,181 $ 19,038 $ 10,299 $ 360 $ 3,863 $ 12,000 $316,986 4.22 $316,864 ======== ======== ======== ======== ======== ======== ======== ========
- --------- (1) The average interest rate related to debt securities is stated on a fully taxable equivalent basis, assuming a 34% federal income tax rate and applicable state income tax rate, reduced by the nondeductible portion of interest expense. (2) Debt securities are reported on the basis of amortized cost. (3) Nonaccrual loans are included in the balance of loans. The allowance for loan losses is excluded. CAPITAL ADEQUACY Under guidelines established by the Board of Governors of the Federal Reserve System, capital adequacy is currently measured for regulatory purposes by certain risk-based capital ratios, supplemented by a leverage capital ratio. The risk-based capital ratios are determined by expressing allowable capital amounts, defined in terms of Tier 1, Tier 2 and Tier 3, as a percentage of risk-weighted assets, which are computed by measuring the relative credit risk of both the asset categories on the balance sheet and various off-balance sheet exposures. Tier 1 capital consists primarily of common shareholders' equity and qualifying perpetual preferred stock, net of goodwill and other disallowed intangible assets. Tier 2 capital, which is limited to the total of Tier 1 capital, includes allowable amounts of subordinated debt, mandatory convertible debt, preferred stock and the allowance for loan losses. Tier 3 capital, applicable only to financial institutions subject to certain market risk capital guidelines, is capital allocated to support the market risk related to a financial institution's ongoing trading activities. At December 31, 1999, FNB Corp. and the Bank were not subject to the market risk capital guidelines and, accordingly, had no Tier 3 capital allocation. Total capital, for risk-based purposes, consists of the sum of Tier 1, Tier 2 and Tier 3 capital. Under current requirements, the minimum total capital ratio is 8.00% and the minimum Tier 1 capital ratio is 4.00%. At December 31, 1999, FNB Corp. and the Bank had total capital ratios of 15.05% and 14.48%, respectively, and Tier 1 capital ratios of 14.03% and 13.46%. 14 The leverage capital ratio, which serves as a minimum capital standard, considers Tier 1 capital only and is expressed as a percentage of average total assets for the most recent quarter, after reduction of those assets for goodwill and other disallowed intangible assets at the measurement date. As currently required, the minimum leverage capital ratio is 4.00%. At December 31, 1999, FNB Corp. and the Bank had leverage capital ratios of 9.66% and 9.27%, respectively. The Bank is also required to comply with prompt corrective action provisions established by the Federal Deposit Insurance Corporation Improvement Act. To be categorized as well-capitalized, the Bank must have a minimum ratio for total capital of 10.00%, for Tier 1 capital of 6.00% and for leverage capital of 5.00%. As noted above, the Bank met all of those ratio requirements at December 31, 1999 and, accordingly, is well-capitalized under the regulatory framework for prompt corrective action. BALANCE SHEET REVIEW Asset growth was higher in 1999 than in 1998. Total assets increased $39,444,000 or 11.1% in 1999 compared to $30,968,000 or 9.5% in 1998. Deposits grew $18,077,000 or 5.9% and $24,142,000 or 8.6%, respectively, in the same periods. Retail repurchase agreements declined $817,000 in 1999 but increased in 1998 to fund $4,047,000 of the asset growth in that year. A portion of the 1999 asset growth was funded by initial advances totaling $15,000,000 from the Federal Home Loan Bank. The average asset growth rates were 8.6% in 1999 and 8.8% in 1998. The corresponding average deposit growth rates were 5.0% and 7.2%. 15 INVESTMENT SECURITIES Investments are carried on the consolidated balance sheet at estimated fair value for available-for-sale securities and at amortized cost for held-to-maturity securities. Table 5 presents information, on the basis of selected maturities, about the composition of the investment securities portfolio for each of the last three years. TABLE 5 INVESTMENT SECURITIES PORTFOLIO ANALYSIS
DECEMBER 31 --------------------------------------------------------- 1999 1998 1997 ------------------------------------ ---------- --------- ESTIMATED TAXABLE AMORTIZED FAIR EQUIVALENT CARRYING CARRYING COST VALUE YIELD (1) VALUE VALUE ----------- ----------- ------------ ---------- --------- (DOLLARS IN THOUSANDS) AVAILABLE FOR SALE U.S. Treasury: Within one year ........................ $ 253 $ 255 7.52% $ 756 $ 1,345 One to five years ...................... 248 250 7.17 527 1,280 ------- ------- ------- ------- Total ................................. 501 505 7.35 1,283 2,625 ------- ------- ------- ------- U.S. Government agencies and corporations: Within one year ........................ 503 503 7.73 350 1,750 One to five years ...................... 7,750 7,481 6.54 2,949 8,354 Five to ten years ...................... 45,853 43,214 6.52 39,000 18,880 ------- ------- ------- ------- Total ................................. 54,106 51,198 6.54 42,299 28,984 ------- ------- ------- ------- Mortgage-backed securities ............... -- -- -- 230 2,422 ------- ------- ------- ------- Total debt securities .................... 54,607 51,703 6.55 43,812 34,031 Equity securities ........................ 1,481 1,493 1,146 1,095 ------- ------- ------- ------- Total available-for-sale securities ... $56,088 $53,196 $44,958 $35,126 ======= ======= ======= ======= HELD TO MATURITY U.S. Government agencies and corporations: Within one year ........................ $ -- $ -- -- $ 1,201 $ 5,383 One to five years ...................... 4,296 4,197 6.48 8,294 18,597 Five to ten years ...................... 28,292 26,825 6.52 30,032 8,824 ------- ------- ------- ------- Total ................................. 32,588 31,022 6.51 39,527 32,804 ------- ------- ------- ------- State, county and municipal: Within one year ........................ 1,330 1,333 10.60 845 753 One to five years ...................... 4,495 4,545 8.56 5,261 3,992 Five to ten years ...................... 6,645 6,639 8.10 6,358 6,456 Over ten years ......................... 7,578 7,448 7.88 7,822 7,750 ------- ------- ------- ------- Total ................................. 20,048 19,965 8.29 20,286 18,951 ------- ------- ------- ------- Total held-to-maturity securities ..... $52,636 $50,987 7.19 $59,813 $51,755 ======= ======= ======= =======
- --------- (1) Yields are stated on a fully taxable equivalent basis, assuming a 34% federal income tax rate and applicable state income tax rate, reduced by the nondeductible portion of interest expense. Additions to the investment securities portfolio depend to a large extent on the availability of investable funds that are not otherwise needed to satisfy loan demand. Because the growth in total assets exceeded that for loans in 1999, the level of investment securities was increased $1,061,000 or 1.0%. In 1998, when the growth in total assets far exceeded that for loans, there was a $17,890,000 or 20.6% increase in the level of investment securities. Investable funds not otherwise utilized are temporarily invested on an overnight basis as federal funds sold, the level of which is affected by such considerations as near-term loan demand and liquidity needs. Based on funds requirements, the Bank was a net purchaser of funds at December 31, 1999. 16 LOANS The Corporation's primary source of revenue and largest component of earning assets is the loan portfolio. Loans experienced growth of $35,307,000 or 15.4% in 1999 and $12,271,000 or 5.6% in 1998. Average loans increased $16,578,000 or 7.4% and $19,845,000 or 9.7%, respectively. The ratio of average loans to average deposits increased from 76.4% in 1998 to 78.1% in 1999. The ratio of loans to deposits at December 31, 1999 was 82.1%. Table 6 sets forth the major categories of loans for each of the last five years. The maturity distribution and interest sensitivity of selected loan categories at December 31, 1999 are presented in Table 7. TABLE 6 LOAN PORTFOLIO COMPOSITION
DECEMBER 31 ------------------------------------------- 1999 1998 --------------------- --------------------- AMOUNT % AMOUNT % ----------- --------- ----------- --------- (DOLLARS IN THOUSANDS) Commercial and agricultural ..... $125,273 47.3 $ 99,055 43.1 Real estate -- construction ..... 2,320 .9 3,279 1.4 Real estate -- mortgage: 1-4 family residential ......... 97,694 36.8 88,591 38.6 Commercial and other ........... 14,309 5.4 16,708 7.3 Consumer ........................ 18,601 7.0 22,089 9.6 Leases .......................... 6,832 2.6 -- -- -------- ----- -------- ----- Total loans ................. $265,029 100.0 $229,722 100.0 ======== ===== ======== ===== DECEMBER 31 ----------------------------------------------------------------- 1997 1996 1995 --------------------- --------------------- --------------------- AMOUNT % AMOUNT % AMOUNT % ----------- --------- ----------- --------- ----------- --------- (DOLLARS IN THOUSANDS) Commercial and agricultural ..... $ 84,221 38.7 $ 62,678 32.1 $ 47,317 26.3 Real estate -- construction ..... 4,989 2.3 4,348 2.2 759 .4 Real estate -- mortgage: 1-4 family residential ......... 81,182 37.3 68,887 35.3 57,664 32.0 Commercial and other ........... 20,556 9.5 24,257 12.4 27,803 15.5 Consumer ........................ 26,503 12.2 35,103 18.0 46,380 25.8 Leases .......................... -- -- -- -- -- -- -------- ----- -------- ----- -------- ----- Total loans ................. $217,451 100.0 $195,273 100.0 $179,923 100.0 ======== ===== ======== ===== ======== =====
TABLE 7 SELECTED LOAN MATURITIES
DECEMBER 31, 1999 ------------------------------------------------ ONE YEAR ONE TO OVER OR LESS FIVE YEARS FIVE YEARS TOTAL ---------- ------------ ------------ ----------- (IN THOUSANDS) Commercial and agricultural ......... $37,929 $55,465 $31,879 $125,273 Real estate -- construction ......... 1,760 202 358 2,320 ------- ------- ------- -------- Total selected loans ............ $39,689 $55,667 $32,237 $127,593 ======= ======= ======= ======== Sensitivity to rate changes: Fixed interest rates ............... $16,598 $30,290 $18,384 $ 65,272 Variable interest rates ............ 23,091 25,377 13,853 62,321 ------- ------- ------- -------- Total ........................... $39,689 $55,667 $32,237 $127,593 ======= ======= ======= ========
The commercial and agricultural loan portfolio experienced a very strong gain during 1999, and the 1-4 family mortgage loan portfolio grew significantly. Lease financing contracts, a new loan product in 1999, has further added to the balance of the total loan portfolio. Loan growth and the composition of the loan portfolio, however, have been affected by management's decision in March 1996 to discontinue the purchase of retail installment loan contracts from automobile and equipment dealers (see "Business Development Matters"). The outstanding balance of these loan contracts, which are primarily included in consumer loans, experienced net decreases in 1999 and 1998 of $2,782,000 and $5,929,000, respectively. Consequently, total consumer loans declined significantly during those periods. ASSET QUALITY Management considers the Bank's asset quality to be of primary importance. A formal loan review function, independent of loan origination, is used to identify and monitor problem loans. As part of the loan review function, a third party assessment group is employed to review the underwriting documentation and risk grading analysis. In determining the allowance for loan losses and any resulting provision to be charged against earnings, particular emphasis is placed on the results of the loan review process. Consideration is also given to historical loan loss experience, the value and adequacy of collateral, and economic conditions in the Bank's market area. For loans determined to be impaired, the allowance is based on discounted cash flows using the loan's initial effective interest rate or the fair value of the collateral for certain collateral dependent loans. This evaluation is inherently subjective as it requires material estimates, including the amounts and timing of future cash flows expected to be received on impaired loans that may be susceptible to significant change. The unallocated 17 portion of the allowance for loan losses represents management's estimate of the appropriate level of reserve to provide for probable losses inherent in the loan portfolio. Considerations in determining the unallocated portion of the allowance for loan losses include general economic and lending trends and other factors. Management's policy in regard to past due loans is conservative and normally requires a prompt charge-off to the allowance for loan losses following timely collection efforts and a thorough review. Further efforts are then pursued through various means available. Loans carried in a nonaccrual status are generally collateralized and the possibility of future losses is considered in the determination of the allowance for loan losses. At December 31, 1999, the Bank had impaired loans with three borrowers which totaled $1,420,000 and were also on nonaccrual status. The related allowance for loan losses on these loans amounted to $289,000. The payment of principal and interest on impaired loans with one borrower is guaranteed up to a specified percentage by an agency of the U. S. Government. Based on the balances outstanding at December 31, 1999, the guaranteed portion of impaired loans amounted to $792,000. Table 8 presents an analysis of the changes in the allowance for loan losses and of the level of nonperforming assets for each of the last five years. Information about management's allocation of the allowance for loan losses by loan category is presented in Table 9. TABLE 8 ALLOWANCE FOR LOAN LOSSES AND NONPERFORMING ASSETS
1999 1998 1997 1996 1995 ----------- ----------- ----------- ----------- ----------- (DOLLARS IN THOUSANDS) ALLOWANCE FOR LOAN LOSSES Balance at beginning of year .......................... $ 2,517 $ 2,294 $ 1,986 $ 1,903 $ 1,720 Charge-offs: Commercial and agricultural ......................... 49 9 66 24 84 Real estate -- construction ......................... -- -- -- -- -- Real estate -- mortgage ............................. 2 -- 2 12 -- Consumer ............................................ 277 327 389 532 393 Leases .............................................. -- -- -- -- -- ------- ------- ------- ------- ------- Total charge-offs .................................. 328 336 457 568 477 ------- ------- ------- ------- ------- Recoveries: Commercial and agricultural ......................... 16 16 14 12 8 Real estate -- construction ......................... -- -- -- -- -- Real estate -- mortgage ............................. -- -- 11 3 3 Consumer ............................................ 135 153 140 146 134 Leases .............................................. -- -- -- -- -- ------- ------- ------- ------- ------- Total recoveries ................................... 151 169 165 161 145 ------- ------- ------- ------- ------- Net loan charge-offs .................................. 177 167 292 407 332 Provision for loan losses ............................. 405 390 600 490 515 ------- ------- ------- ------- ------- Balance at end of year ................................ $ 2,745 $ 2,517 $ 2,294 $ 1,986 $ 1,903 ======= ======= ======= ======= ======= NONPERFORMING ASSETS, AT END OF YEAR Nonaccrual loans ...................................... $ 1,451 $ 731 $ 51 $ 65 $ 26 Accruing loans past due 90 days or more ............... 298 263 167 231 317 ------- ------- ------- ------- ------- Total nonperforming loans .......................... 1,749 994 218 296 343 Foreclosed assets ..................................... 3 -- 23 38 64 Other real estate owned ............................... 115 -- 27 -- -- ------- ------- ------- ------- ------- Total nonperforming assets ......................... $ 1,867 $ 994 $ 268 $ 334 $ 407 ======= ======= ======= ======= ======= RATIOS Net loan charge-offs to average loans ................. .07% .07% .14% .22% .19% Net loan charge-offs to allowance for loan losses ..... 6.45 6.63 12.74 20.49 17.45 Allowance for loan losses to year-end loans ........... 1.04 1.10 1.05 1.02 1.06 Total nonperforming loans to year-end loans ........... .66 .43 .10 .15 .19
18 TABLE 9 ALLOCATION OF ALLOWANCE FOR LOAN LOSSES
DECEMBER 31 ------------------------------------------------- 1999 1998 1997 1996 1995 --------- --------- --------- --------- --------- (IN THOUSANDS) Commercial and agricultural ................. $1,070 $ 821 $ 719 $ 650 $ 572 Real estate -- construction ................. 6 8 12 10 9 Real estate -- mortgage ..................... 530 492 493 439 384 Consumer .................................... 798 867 830 727 695 Leases ...................................... 58 -- -- -- -- Unallocated ................................. 283 329 240 160 243 ------ ------ ------ ------ ------ Total allowance for loan losses ......... $2,745 $2,517 $2,294 $1,986 $1,903 ====== ====== ====== ====== ======
DEPOSITS The level and mix of deposits is affected by various factors, including general economic conditions, the particular circumstances of local markets and the specific deposit strategies employed. In general, broad interest rate declines tend to encourage customers to consider alternative investments such as mutual funds and tax-deferred annuity products, while interest rate increases tend to have the opposite effect. The Bank's level and mix of deposits has been specifically affected by the following factors. The growth in money market accounts of $5,247,000 in 1999 and $6,211,000 in 1998 was due to a high-yield product that has had steady growth since its introduction in the 1996 fourth quarter. Time deposits of $100,000 or more accounted for $11,952,000 of total time deposit growth of $17,089,000 in 1999 and for $7,757,000 of total time deposit growth of $11,195,000 in 1998. Further, the level of time deposits obtained from governmental units fluctuates, amounting to $38,529,000, $25,905,000 and $24,431,000 at December 31, 1999, 1998 and 1997, respectively. 19 Table 10 shows the year-end and average deposit balances for the years 1999, 1998 and 1997 and the changes in 1999 and 1998. TABLE 10 ANALYSIS OF DEPOSITS
1999 1998 1997 ---------------------------------- --------------------------------- ---------- CHANGE FROM CHANGE FROM PRIOR YEAR PRIOR YEAR ---------------------- --------------------- BALANCE AMOUNT % BALANCE AMOUNT % BALANCE ----------- ------------ --------- ----------- ----------- --------- ---------- (DOLLARS IN THOUSANDS) YEAR-END BALANCES Interest-bearing deposits: NOW accounts ............................. $ 42,926 $ (1,733) (3.9) $ 44,659 $ 6,052 15.7 $ 38,607 Savings deposits ......................... 24,990 (1,487) (5.6) 26,477 (1,227) (4.4) 27,704 Money market accounts .................... 33,927 5,247 18.3 28,680 6,211 27.6 22,469 -------- -------- -------- -------- -------- Total ................................... 101,843 2,027 2.0 99,816 11,036 12.4 88,780 Certificates and other time deposits ..... 181,741 17,089 10.4 164,652 11,195 7.3 153,457 -------- -------- -------- -------- -------- Total interest-bearing deposits ......... 283,584 19,116 7.2 264,468 22,231 9.2 242,237 Noninterest-bearing demand deposits ....... 39,183 (1,039) (2.6) 40,222 1,911 5.0 38,311 -------- -------- -------- -------- -------- Total deposits .......................... $322,767 $ 18,077 5.9 $304,690 $ 24,142 8.6 $280,548 ======== ======== ======== ======== ======== AVERAGE BALANCES Interest-bearing deposits: NOW accounts ............................. $ 43,025 $ 1,672 4.0 $ 41,353 $ 3,336 8.8 $ 38,017 Savings deposits ......................... 26,273 (1,141) (4.2) 27,414 (1,785) (6.1) 29,199 Money market accounts .................... 31,839 6,409 25.2 25,430 5,971 30.7 19,459 -------- -------- -------- -------- -------- Total ................................... 101,137 6,940 7.4 94,197 7,522 8.7 86,675 Certificates and other time deposits ..... 167,784 5,300 3.3 162,484 11,918 7.9 150,566 -------- -------- -------- -------- -------- Total interest-bearing deposits ......... 268,921 12,240 4.8 256,681 19,440 8.2 237,241 Noninterest-bearing demand deposits ....... 40,201 2,471 6.5 37,730 441 1.2 37,289 -------- -------- -------- -------- -------- Total deposits .......................... $309,122 $ 14,711 5.0 $294,411 $ 19,881 7.2 $274,530 ======== ======== ======== ======== ========
BUSINESS DEVELOPMENT MATTERS As discussed in the "Overview" and Note 18 to Consolidated Financial Statements, the Corporation has entered into a definitive merger agreement to acquire Carolina Fincorp, headquartered in Rockingham, North Carolina. Under the terms of the agreement, Carolina Fincorp will be merged with a wholly-owned subsidiary of FNB Corp. formed for the purposes of effecting the merger. The merger is anticipated to close early in the second quarter of 2000. In 1997, the Corporation entered into a definitive agreement to acquire a savings bank in Siler City, North Carolina. On January 28, 1998, as permitted by the agreement, the Board of Directors of the savings bank exercised its right to terminate the proposed combination due to the increase in the market value of FNB Corp. common stock above a specified level. Prior to March 26, 1999, the Bank's data processing, item capture and statement rendering operations were outsourced under a service bureau arrangement. Commencing in the 1998 fourth quarter, the Bank began the process of converting these operations to an in-house basis. Conversion to the replacement systems occurred on March 26, 1999. The total capital expenditure outlay for hardware and software amounted to approximately $1,700,000, of which approximately one-half was recorded in 1998 and the remainder in 1999. In addition to capital expenditures for the new system, the Bank incurred certain expenses in 1998, totaling approximately $302,000, related to deconversion from the prior arrangement. In the 1998 fourth quarter, the Bank received regulatory approval for establishment of a new branch office in Trinity, North Carolina. Construction of the permanent Trinity facility is expected to be complete in 2001, resulting in a total capital outlay of approximately $1,000,000, of which approximately one-third was recorded in 1998 related to the purchase of land. Prior to completion of the permanent facility, a temporary mobile office, which opened in August 1999, is being operated at this site. 20 Management decided in March 1996 that the Bank would discontinue the purchase of retail installment loan contracts from automobile and equipment dealers, due largely to the declining yields being experienced in this loan program. Contracts of this nature included in loans at December 31, 1999, 1998 and 1997 amounted to $963,000, $3,745,000 and $9,674,000, respectively. While there will be no purchases of new contracts, current plans call for the collection of outstanding loans based on their contractual terms. The funds previously invested in this loan program are being redeployed, as loan payments occur, to other loan programs or to the investment securities portfolio. YEAR 2000 STATUS As of the date of this report, the Corporation has not experienced any material effects related to the Year 2000 readiness problem. Although the Corporation has not been informed of any material risks associated with the Year 2000 problem from third parties, there can be no assurance that the Corporation will not be impacted in the future. The Corporation will continuously monitor its business applications and maintain contact with its third-party vendors and key business partners to resolve any Year 2000 problems that may arise in the future. The Corporation's cost of Year 2000 compliance was substantially less than the original estimate of approximately $200,000. Actual Year 2000 project expenditures totaled $116,000. Of this total, capital expenditures amounted to $69,000 and were all recorded in 1998. Project expenses amounted to $47,000 on a cumulative basis and $32,000 for the year ended December 31, 1999. ACCOUNTING PRONOUNCEMENT MATTERS In September 1998, the FASB issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities". SFAS No. 133 establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, (collectively referred to as derivatives) and for hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. If certain conditions are met, a derivative may be specifically designated as (a) a hedge of the exposure to changes in the fair value of a recognized asset or liability or an unrecognized firm commitment, (b) a hedge of the exposure to variable cash flows of a forecasted transaction, or (c) a hedge of the foreign currency exposure of a net investment in a foreign operation. The accounting for changes in the fair value of a derivative (that is, gains and losses) depends on the intended use of the derivative and the resulting designation. An entity that elects to apply hedge accounting is required to establish at the inception of the hedge the method it will use for assessing the effectiveness of the hedging derivative and the measurement approach for determining the ineffective aspect of the hedge. Those methods must be consistent with the entity's approach to managing risk. SFAS No. 133, as amended by SFAS No. 137, is effective for all fiscal quarters of all fiscal years beginning after June 15, 2000. At this time, the Corporation has not determined what effect, if any, that adoption of SFAS No. 133 will have on the consolidated financial statements. In October 1998, the FASB issued SFAS No. 134, "Accounting for Mortgage-Backed Securities Retained after the Securitization of Mortgage Loans Held for Sale by a Mortgage Banking Enterprise", which requires that after the securitization of mortgage loans held for sale, an entity engaged in mortgage banking activities classify the resulting mortgage-backed securities or other retained interests based on its ability and intent to sell or hold those investments. SFAS No. 134 is effective for the first fiscal quarter beginning after December 31, 1998, with earlier application permitted. As the Corporation does not have any mortgage-backed securities or other retained interests resulting from the securitization of mortgage loans held for sale, adoption of SFAS No. 134 did not have an effect on the consolidated financial statements. EFFECTS OF INFLATION The operations of the Bank and therefore of the Corporation are subject to the effects of inflation through interest rate fluctuations and changes in the general price level of noninterest operating expenses. Such costs as salaries, fringe benefits and utilities have tended to increase at a rate comparable to or even greater than the general rate of inflation. Broadly speaking, all operating expenses have risen to higher levels as inflationary pressures have increased. Management has responded to this situation by evaluating and adjusting fees charged for specific services and by emphasizing operating efficiencies. The level of interest rates is also considered to be influenced by inflation, rising whenever inflationary expectations and the actual level of inflation increase and declining whenever the inflationary outlook appears to be improving. Management constantly monitors this situation, attempting to adjust both rates received on earning assets and rates paid on interest-bearing liabilities in order to maintain the desired net yield on earning assets. 21 CAUTIONARY STATEMENT FOR PURPOSE OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 The statements contained in this Annual Report on Form 10-K that are not historical facts are forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995), which can be identified by the use of forward-looking terminology such as "believes", "expects", "plans", "projects", "goals", "estimates", "may", "could", "should", or "anticipates" or the negative thereof or other variations thereon of comparable terminology, or by discussions of strategy that involve risks and uncertainties. In addition, from time to time, the Corporation or its representatives have made or may make forward-looking statements, orally or in writing. Such forward-looking statements may be included in, but are not limited to, various filings made by the Corporation with the Securities and Exchange Commission, or press releases or oral statements made by or with the approval of an authorized executive officer of the Corporation. Forward-looking statements are based on management's current views and assumptions and involve risks and uncertainties that could significantly affect expected results. The Corporation wishes to caution the reader that factors, such as those listed below, in some cases have affected and could affect the Corporation's actual results, causing actual results to differ materially from those in any forward-looking statement. These factors include: (i) expected cost savings from the proposed merger with Carolina Fincorp may not materialize, (ii) the Corporation may experience greater than expected deposit attrition, customer loss, or revenue loss following completion of the proposed merger, (iii) competitive pressure in the banking industry or in the Corporation's markets may increase significantly, (iv) changes in the interest rate environment may reduce margins, (v) general economic conditions, either nationally or regionally, may be less favorable than expected, resulting in, among other things, credit quality deterioration, (vi) changes may occur in banking legislation and in the environment, (vii) changes may occur in general business conditions and inflation and (viii) changes may occur in the securities markets. 22 TABLE 11 QUARTERLY FINANCIAL DATA
FIRST SECOND THIRD FOURTH ------------ ------------ ------------ ------------ (IN THOUSANDS, EXCEPT PER SHARE DATA) 1999 Interest income .................................... $ 6,626 $ 6,665 $ 6,853 $ 7,168 Interest expense ................................... 2,826 2,833 2,935 3,221 -------- -------- -------- -------- Net interest income ................................ 3,800 3,832 3,918 3,947 Provision for loan losses .......................... 65 95 60 185 -------- -------- -------- -------- Net interest income after provision for loan losses 3,735 3,737 3,858 3,762 Noninterest income ................................. 838 867 841 876 Noninterest expense ................................ 2,941 2,875 3,037 3,017 -------- -------- -------- -------- Income before income taxes ......................... 1,632 1,729 1,662 1,621 Income taxes ....................................... 487 528 509 463 -------- -------- -------- -------- Net income ......................................... $ 1,145 $ 1,201 $ 1,153 $ 1,158 ======== ======== ======== ======== Per share data: Net income: Basic ........................................... $ .31 $ .33 $ .32 $ .32 Diluted ......................................... .30 .32 .31 .31 Cash dividends declared .......................... .12 .12 .12 .15 Common stock price (1): High ............................................ 29.00 27.00 24.25 22.00 Low ............................................. 20.00 20.00 19.00 13.25 1998 Interest income .................................... $ 6,483 $ 6,638 $ 6,616 $ 6,674 Interest expense ................................... 2,809 2,930 2,925 2,927 -------- -------- -------- -------- Net interest income ................................ 3,674 3,708 3,691 3,747 Provision for loan losses .......................... 160 110 60 60 -------- -------- -------- -------- Net interest income after provision for loan losses 3,514 3,598 3,631 3,687 Noninterest income ................................. 716 837 813 838 Noninterest expense ................................ 2,663 2,740 2,735 2,950 -------- -------- -------- -------- Income before income taxes ......................... 1,567 1,695 1,709 1,575 Income taxes ....................................... 481 518 523 462 -------- -------- -------- -------- Net income ......................................... $ 1,086 $ 1,177 $ 1,186 $ 1,113 ======== ======== ======== ======== Per share data: Net income: Basic ........................................... $ .30 $ .32 $ .32 $ .30 Diluted ......................................... .29 .31 .31 .29 Cash dividends declared .......................... .10 .10 .10 .15 Common stock price (1): High ............................................ 30.00 27.50 26.50 30.00 Low ............................................. 21.00 23.25 21.50 20.00
- --------- (1) FNB Corp. common stock is traded on the NASDAQ National Market System under the symbol FNBN. At December 31, 1999, there were 1,172 shareholders of record. 23 INDEPENDENT AUDITORS' REPORT THE BOARD OF DIRECTORS FNB CORP. We have audited the accompanying consolidated balance sheets of FNB Corp. and subsidiary as of December 31, 1999 and 1998, and the related consolidated statements of income, shareholders' equity and comprehensive income and cash flows for each of the years in the three-year period ended December 31, 1999. These consolidated financial statements are the responsibility of the Corporation's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of FNB Corp. and subsidiary as of December 31, 1999 and 1998, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 1999, in conformity with generally accepted accounting principles. /s/ KPMG LLP --------------------- KPMG LLP Raleigh, North Carolina March 22, 2000 24 FNB CORP. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS
DECEMBER 31 ------------------------ 1999 1998 ------------ ----------- (IN THOUSANDS, EXCEPT SHARE DATA) ASSETS Cash and due from banks ............................................................. $ 14,271 $ 12,787 Investment securities: Available for sale, at estimated fair value (amortized cost of $56,088 in 1999 and $44,918 in 1998) ............................................................. 53,196 44,958 Held to maturity (estimated fair value of $50,987 in 1999 and $60,859 in 1998) ..... 52,636 59,813 Loans ............................................................................... 265,029 229,722 Less: Allowance for loan losses .................................................... (2,745) (2,517) -------- -------- Net loans ...................................................................... 262,284 227,205 -------- -------- Premises and equipment, net ......................................................... 7,698 6,978 Other assets ........................................................................ 5,982 4,882 -------- -------- TOTAL ASSETS ................................................................... $396,067 $356,623 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Deposits: Noninterest-bearing demand deposits ................................................ $ 39,183 $ 40,222 Interest-bearing deposits: NOW, savings and money market deposits ........................................... 101,843 99,816 Time deposits of $100,000 or more ................................................ 72,624 60,672 Other time deposits .............................................................. 109,117 103,980 -------- -------- Total deposits .................................................................. 322,767 304,690 Retail repurchase agreements ........................................................ 10,667 11,484 Federal Home Loan Bank advances ..................................................... 15,000 -- Federal funds purchased ............................................................. 7,735 1,545 Other liabilities ................................................................... 3,968 3,902 -------- -------- Total Liabilities ............................................................... 360,137 321,621 -------- -------- Shareholders' equity: Preferred stock, $10.00 par value; authorized 200,000 shares, none issued .......... -- -- Common stock, $2.50 par value; authorized 10,000,000 shares, issued 3,661,000 shares in 1999 and 3,655,376 shares in 1998 ............................ 9,153 9,138 Surplus ............................................................................ 174 117 Retained earnings .................................................................. 28,512 25,721 Accumulated other comprehensive income (loss) ...................................... (1,909) 26 -------- -------- Total Shareholders' Equity ...................................................... 35,930 35,002 -------- -------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY ...................................... $396,067 $356,623 ======== ========
Commitments (Note 16) See accompanying notes to consolidated financial statements. 25 FNB CORP. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31 ----------------------------------------- 1999 1998 1997 ------------- ------------- ------------- (IN THOUSANDS, EXCEPT PER SHARE DATA) INTEREST INCOME Interest and fees on loans ............................. $ 20,808 $ 20,361 $ 18,787 Interest and dividends on investment securities: Taxable income ....................................... 5,419 4,868 4,645 Non-taxable income ................................... 991 994 920 Federal funds sold ..................................... 94 188 155 ---------- ---------- ---------- Total interest income ............................... 27,312 26,411 24,507 ---------- ---------- ---------- INTEREST EXPENSE Deposits ............................................... 10,796 11,118 10,268 Retail repurchase agreements ........................... 501 444 281 Federal Home Loan Bank advances ........................ 433 -- -- Federal funds purchased ................................ 85 29 27 ---------- ---------- ---------- Total interest expense .............................. 11,815 11,591 10,576 ---------- ---------- ---------- NET INTEREST INCOME ..................................... 15,497 14,820 13,931 Provision for loan losses .............................. 405 390 600 ---------- ---------- ---------- Net Interest Income After Provision for Loan Losses ..... 15,092 14,430 13,331 ---------- ---------- ---------- NONINTEREST INCOME Service charges on deposit accounts .................... 1,791 1,737 1,533 Annuity and brokerage commissions ...................... 435 228 313 Cardholder and merchant services income ................ 444 362 333 Other service charges, commissions and fees ............ 479 386 389 Other income ........................................... 273 491 307 ---------- ---------- ---------- Total noninterest income ............................ 3,422 3,204 2,875 ---------- ---------- ---------- NONINTEREST EXPENSE Personnel expense ...................................... 6,277 5,518 5,318 Occupancy expense ...................................... 612 522 562 Furniture and equipment expense ........................ 1,265 850 777 Data processing services ............................... 850 1,541 1,136 Terminated merger expenses ............................. -- -- 305 Other expense .......................................... 2,866 2,657 2,190 ---------- ---------- ---------- Total noninterest expense ........................... 11,870 11,088 10,288 ---------- ---------- ---------- Income Before Income Taxes .............................. 6,644 6,546 5,918 Income taxes ............................................ 1,987 1,984 1,818 ---------- ---------- ---------- NET INCOME .............................................. $ 4,657 $ 4,562 $ 4,100 ========== ========== ========== Net income per common share: Basic .................................................. $ 1.27 $ 1.25 $ 1.13 Diluted ................................................ $ 1.23 $ 1.20 $ 1.11 Weighted average number of shares outstanding: Basic .................................................. 3,658,987 3,649,875 3,626,132 Diluted ................................................ 3,773,181 3,794,823 3,696,384
See accompanying notes to consolidated financial statements. 26 FNB CORP. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY AND COMPREHENSIVE INCOME
ACCUMULATED COMMON STOCK OTHER -------------------------- RETAINED COMPREHENSIVE SHARES AMOUNT SURPLUS EARNINGS INCOME TOTAL ------------- ------------ --------- ---------- -------------- ---------- (IN THOUSANDS, EXCEPT SHARE DATA) BALANCE, DECEMBER 31, 1996 .......................... 1,806,994 $4,517 $ 214 $ 24,001 $ 35 $ 28,767 Comprehensive income: Net income ........................................ -- -- -- 4,100 -- 4,100 Other comprehensive income: Unrealized securities gains (losses), net of income taxes of $26 ............................. -- -- -- -- 49 49 -------- Total comprehensive income ........................ 4,149 -------- Cash dividends declared, $.75 per share ............. -- -- -- (1,361) -- (1,361) Common stock issued through: Dividend reinvestment plan ........................ 8,106 21 220 -- -- 241 Stock option plan ................................. 4,725 12 93 -- -- 105 --------- ------ ------ -------- -------- -------- BALANCE, DECEMBER 31, 1997 .......................... 1,819,825 4,550 527 26,740 84 31,901 Comprehensive income: Net income ........................................ -- -- -- 4,562 -- 4,562 Other comprehensive income: Unrealized securities gains (losses), net of income tax benefit of $31 ....................... --- -- -- -- (58) (58) -------- Total comprehensive income ........................ 4,504 -------- Cash dividends declared, $.45 per share ............. -- -- -- (1,644) -- (1,644) Two-for-one stock split effected in the form of a 100% stock dividend ............................... 1,825,343 4,563 (626) (3,937) -- -- Common stock issued through: Dividend reinvestment plan ........................ 1,015 2 24 -- -- 26 Stock option plan ................................. 9,193 23 192 -- -- 215 --------- ------ ------ -------- -------- -------- BALANCE, DECEMBER 31, 1998 .......................... 3,655,376 9,138 117 25,721 26 35,002 Comprehensive income: Net income ........................................ -- -- -- 4,657 -- 4,657 Other comprehensive income: Unrealized securities gains (losses), net of income tax benefit of $997 ...................... -- -- -- -- (1,935) (1,935) -------- Total comprehensive income ........................ 2,722 -------- Cash dividends declared, $.51 per share ............. -- -- -- (1,866) -- (1,866) Common stock issued through: Dividend reinvestment plan ........................ -- -- -- -- -- -- Stock option plan ................................. 7,224 19 77 -- -- 96 Common stock repurchased ............................ (1,600) (4) (20) -- -- (24) --------- -------- ------ -------- -------- -------- BALANCE, DECEMBER 31, 1999 .......................... 3,661,000 $9,153 $ 174 $ 28,512 $ (1,909) $ 35,930 ========= ======= ====== ======== ======== ========
See accompanying notes to consolidated financial statements. 27 FNB CORP. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31 -------------------------------------- 1999 1998 1997 ------------ ------------ ------------ (IN THOUSANDS) OPERATING ACTIVITIES Net income .......................................................................... $ 4,657 $ 4,562 $ 4,100 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization of premises and equipment ........................... 1,164 810 734 Provision for loan losses ......................................................... 405 390 600 Deferred income taxes (benefit) ................................................... (141) (52) (252) Deferred loan fees and costs, net ................................................. 115 180 367 Premium amortization and discount accretion of investment securities, net ......... (42) (61) (25) Amortization of intangibles ....................................................... 19 24 32 Net decrease (increase) in loans held for sale .................................... 4,145 (3,660) (559) Increase in other assets .......................................................... (122) (277) (203) Increase in other liabilities ..................................................... 7 461 581 --------- --------- --------- Net Cash Provided by Operating Activities ....................................... 10,207 2,377 5,375 --------- --------- --------- INVESTING ACTIVITIES Available-for-sale securities: Proceeds from maturities and calls ................................................ 12,458 51,183 20,536 Purchases ......................................................................... (23,532) (61,042) (26,646) Held-to-maturity securities: Proceeds from maturities and calls ................................................ 9,076 29,242 11,717 Purchases ......................................................................... (1,946) (37,298) (2,072) Net increase in loans ............................................................... (39,862) (8,908) (22,291) Proceeds from sales of premises and equipment ....................................... 8 3 5 Purchases of premises and equipment ................................................. (1,897) (1,786) (478) Other, net .......................................................................... 315 5 24 --------- --------- --------- Net Cash Used in Investing Activities ........................................... (45,380) (28,601) (19,205) --------- --------- --------- FINANCING ACTIVITIES Net increase in deposits ............................................................ 18,077 24,142 9,168 Increase (decrease) in retail repurchase agreements ................................. (817) 4,047 3,712 Increase in Federal Home Loan Bank advances ......................................... 15,000 -- -- Increase (decrease) in federal funds purchased ...................................... 6,190 (855) 1,825 Common stock issued ................................................................. 96 241 346 Common stock repurchased ............................................................ (24) -- -- Cash dividends paid ................................................................. (1,865) (1,478) (1,359) --------- --------- --------- Net Cash Provided by Financing Activities ....................................... 36,657 26,097 13,692 --------- --------- --------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ................................. 1,484 (127) (138) Cash and cash equivalents at beginning of year ....................................... 12,787 12,914 13,052 --------- --------- --------- CASH AND CASH EQUIVALENTS AT END OF YEAR ............................................. $ 14,271 $ 12,787 $ 12,914 ========= ========= ========= Supplemental disclosure of cash flow information: Cash paid during the year for: Interest .......................................................................... $ 11,721 $ 11,308 $ 10,231 Income taxes ...................................................................... 2,026 2,156 1,896
See accompanying notes to consolidated financial statements. 28 FNB CORP. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES NATURE OF OPERATIONS/CONSOLIDATION FNB Corp. is a one-bank holding company whose wholly-owned subsidiary is the First National Bank and Trust Company (the "Bank"). The Bank is an independent community bank that offers a complete line of financial services, including deposit, loan, investment and trust services, to individual and business customers primarily in the region of North Carolina that includes Randolph, Montgomery and Chatham counties. The consolidated financial statements include the accounts of FNB Corp. and the Bank (collectively the "Corporation"). All significant intercompany balances and transactions have been eliminated. The Corporation adopted Statement of Financial Accounting Standards No. 131, "Disclosures about Segments of an Enterprise and Related Information", in 1998 without any impact on the consolidated financial statements as the chief operating decision maker reviews the results of operations of the Corporation and its subsidiary as a single enterprise. The preparation of the consolidated financial statements in conformity with generally accepted accounting principles 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. CASH AND CASH EQUIVALENTS For purposes of reporting cash flows, cash and cash equivalents include cash on hand, amounts due from banks, and federal funds sold. Generally, federal funds are purchased and sold for one-day periods. INVESTMENT SECURITIES Investment securities are categorized and accounted for as follows: o Held-to-maturity securities -- Debt securities that the Corporation has the positive intent and ability to hold to maturity are reported at amortized cost. o Trading securities -- Debt and equity securities bought and held principally for the purpose of being sold in the near future are reported at fair value, with unrealized gains and losses included in earnings. o Available-for-sale securities -- Debt and equity securities not classified as either held-to-maturity securities or trading securities are reported at fair value, with unrealized gains and losses, net of related tax effect, included as an item of other comprehensive income and reported as a separate component of shareholders' equity. The Corporation intends to hold its securities classified as available-for-sale securities for an indefinite period of time but may sell them prior to maturity. All other securities, which the Corporation has the positive intent and ability to hold to maturity, are classified as held-to-maturity securities. Interest income on debt securities is adjusted using the level yield method for the amortization of premiums and accretion of discounts. The adjusted cost of the specific security is used to compute gains or losses on the disposition of securities. LOANS Interest income on loans is generally calculated by using the constant yield method based on the daily outstanding balance. The recognition of interest income is discontinued when, in management's opinion, the collection of all or a portion of interest becomes doubtful. Loan fees and the incremental direct costs associated with making loans are deferred and subsequently recognized over the life of the loan as an adjustment of interest income. Residential mortgage loans held for sale are valued at the lower of cost or market as determined by outstanding commitments from investors or current investor yield requirements, calculated on the aggregate loan basis. 29 FNB CORP. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- (Continued) ALLOWANCE FOR LOAN LOSSES The allowance for loan losses represents an amount considered adequate to absorb loan losses inherent in the portfolio. Management's evaluation of the adequacy of the allowance is based on a review of individual loans, historical loan loss experience, the value and adequacy of collateral, and economic conditions in the Bank's market area. For loans determined to be impaired, the allowance is based on discounted cash flows using the loan's initial effective interest rate or the fair value of the collateral for certain collateral dependent loans. Losses are charged and recoveries are credited to the allowance for loan losses. This evaluation is inherently subjective as it requires material estimates, including the amounts and timing of future cash flows expected to be received on impaired loans that may be susceptible to significant change. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Bank's allowance for loan losses. Such agencies may require the Bank to recognize changes to the allowance based on their judgments about information available to them at the time of their examination. PREMISES AND EQUIPMENT Premises and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets as follows: buildings and improvements, 10 to 50 years and furniture and equipment, 3 to 10 years. Leasehold improvements are amortized on a straight-line basis over the shorter of the estimated life of the improvement or the term of the lease. INTANGIBLE ASSETS Deposit base premiums, arising from deposit and branch purchase acquisitions, amounted to $24,000 and $43,000 at December 31, 1999 and 1998, respectively, and are included in other assets. The premium amounts are amortized on an accelerated basis over ten-year periods. INCOME TAXES Income tax expense includes both a current provision based on the amounts computed for income tax return purposes and a deferred provision that results from application of the asset and liability method of accounting for deferred taxes. Under the asset and liability method, deferred tax assets and liabilities are established for the temporary differences between the financial reporting basis and the tax basis of the Corporation's assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. EARNINGS PER SHARE (EPS) As required for entities with complex capital structures, a dual presentation of basic and diluted EPS is included on the face of the income statement, and a reconciliation is provided in a footnote of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. COMPREHENSIVE INCOME Effective January 1, 1998, the Corporation adopted Statement of Financial Accounting Standards (SFAS) No. 130, "Reporting Comprehensive Income". SFAS No. 130 establishes standards for reporting and displaying comprehensive income and its components (revenues, expenses, gains and losses) in a full set of general-purpose financial statements. Comprehensive income is defined as the change in equity of an enterprise during a period from transactions and other events and circumstances from nonowner sources and, accordingly, includes both net income and amounts referred to as other comprehensive income. SFAS No. 130 requires that an enterprise (a) classify items of other comprehensive income by their nature in a financial statement and (b) display the accumulated balance of other comprehensive income separately from retained earnings and surplus in the equity section of a statement of financial position. In accordance with the provisions of SFAS No. 130, comparative consolidated financial statements presented for earlier periods have been reclassified to reflect the provisions of the statement. 30 FNB CORP. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- (Continued) EMPLOYEE BENEFIT PLANS The Corporation has a defined benefit pension plan covering substantially all full-time employees. Pension costs, which are actuarially determined using the projected unit credit method, are charged to current operations. Annual funding contributions are made up to the maximum amounts allowable for Federal income tax purposes. Medical and life insurance benefits are provided by the Corporation on a postretirement basis under defined benefit plans covering substantially all full-time employees. Postretirement benefit costs, which are actuarially determined using the attribution method and recorded on an unfunded basis, are charged to current operations and credited to a liability account on the consolidated balance sheet. The Corporation adopted Statement of Financial Accounting Standards No. 132, "Employers' Disclosures about Pensions and Other Postretirement Benefits, an Amendment of Statements No. 87, 88, and 106", during 1998. SFAS No. 132 standardizes the disclosure requirements for pensions and other postretirement benefits, requires additional information on changes in the benefit obligations and fair values of plan assets and eliminates certain disclosures previously required. The methods of measurement and recognition for such plans remain unchanged. Disclosures for earlier periods provided for comparative purposes have been restated to reflect the provisions of SFAS No. 132. STOCK OPTIONS The Corporation accounts for awards under employee stock-based compensation plans in accordance with APB Opinion No. 25, "Accounting for Stock Issued to Employees" and, acordingly, no compensation cost has been recognized for such awards in the consolidated financial statements. As required by Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation", the Corporation discloses in a footnote the pro forma effect on net income and earnings per share that would result from the use of the fair value based method to measure compensation costs related to awards granted after December 15, 1994. DERIVATIVE FINANCIAL INSTRUMENTS The Corporation may use off-balance sheet derivative contracts for interest rate risk management purposes. The existing contracts, all of which expired in 1999, were accounted for on the accrual basis and the net interest differential, including premiums paid, if any, were recognized as an adjustment to interest income or expense of the related asset or liability. The Corporation does not utilize derivative financial instruments for trading purposes. RESTATEMENTS Share and per share information in the consolidated financial statements and related notes thereto have been restated, where appropriate, to reflect the two-for-one common stock split effected in the form of a 100% stock dividend paid to shareholders on March 18, 1998. 31 FNB CORP. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) NOTE 2 -- INVESTMENT SECURITIES Summaries of the amortized cost and estimated fair value of investment securities and the related gross unrealized gains and losses are presented below:
GROSS GROSS ESTIMATED AMORTIZED UNREALIZED UNREALIZED FAIR COST GAINS LOSSES VALUE ----------- ------------ ------------ ---------- (IN THOUSANDS) AVAILABLE FOR SALE DECEMBER 31, 1999 U.S. Treasury ................................. $ 501 $ 4 $ -- $ 505 U.S. Government agencies and corporations ..... 54,106 -- 2,908 51,198 Equity securities ............................. 1,481 12 -- 1,493 ------- ------ ------ ------- Total ........................................ $56,088 $ 16 $2,908 $53,196 ======= ====== ====== ======= DECEMBER 31, 1998 U.S. Treasury ................................. $ 1,253 $ 30 $ -- $ 1,283 U.S. Government agencies and corporations ..... 42,314 143 158 42,299 Mortgage-backed securities .................... 228 2 -- 230 Equity securities ............................. 1,123 23 -- 1,146 ------- ------ ------ ------- Total ........................................ $44,918 $ 198 $ 158 $44,958 ======= ====== ====== ======= HELD TO MATURITY DECEMBER 31, 1999 U.S. Government agencies and corporations ...... $32,588 $ -- $1,566 $31,022 State, county and municipal .................... 20,048 156 239 19,965 ------- ------ ------ ------- Total ........................................ $52,636 $ 156 $1,805 $50,987 ======= ====== ====== ======= DECEMBER 31, 1998 U.S. Government agencies and corporations ...... $39,527 $ 154 $ 56 $39,625 State, county and municipal .................... 20,286 952 4 21,234 ------- ------ ------ ------- Total ........................................ $59,813 $1,106 $ 60 $60,859 ======= ====== ====== =======
The amortized cost and estimated fair value of investment securities at December 31, 1999, by contractual maturity, are shown below. Actual maturities may differ from contractual maturities because issuers may have the right to prepay obligations with or without prepayment penalties.
AVAILABLE FOR SALE HELD TO MATURITY ----------------------- ---------------------- ESTIMATED ESTIMATED AMORTIZED FAIR AMORTIZED FAIR COST VALUE COST VALUE ----------- ----------- ----------- ---------- (IN THOUSANDS) Due in one year or less .................... $ 756 $ 758 $ 1,330 $ 1,333 Due after one year through five years ...... 7,998 7,731 8,791 8,742 Due after five years through ten years ..... 45,853 43,214 34,937 33,464 Due after ten years ........................ -- -- 7,578 7,448 ------- ------- ------- ------- Total .................................... 54,607 51,703 52,636 50,987 Equity securities .......................... 1,481 1,493 -- -- ------- ------- ------- ------- Total investment securities .............. $56,088 $53,196 $52,636 $50,987 ======= ======= ======= =======
Debt securities with an estimated fair value of $96,075,000 were pledged to secure public funds and trust funds on deposit, retail repurchase agreements and the special Year 2000 credit facility with the Federal Reserve at December 31, 1999. There were no sales of investment securities in the three-year period ended December 31, 1999. 32 FNB CORP. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) NOTE 3 -- LOANS Major classifications of loans are as follows:
DECEMBER 31 ----------------------- 1999 1998 ----------- ----------- (IN THOUSANDS) Commercial and agricultural ........ $125,273 $ 99,055 Real estate -- construction ........ 2,320 3,279 Real estate -- mortgage: 1-4 family residential ............ 97,694 88,591 Commercial and other .............. 14,309 16,708 Consumer ........................... 18,601 22,089 Leases ............................. 6,832 -- -------- -------- Total loans ...................... $265,029 $229,722 ======== ========
Loans as presented are reduced by net deferred loan fees of $553,000 and $443,000 at December 31, 1999 and 1998, respectively. Nonaccrual loans amounted to $1,451,000 at December 31, 1999 and $731,000 at December 31, 1998. Interest income that would have been recorded on nonaccrual loans for the years ended December 31, 1999 and 1998, had they performed in accordance with their original terms, amounted to approximately $144,000 and $59,000, respectively. Interest income on all such loans included in the the results of operations amounted to approximately $90,000 in 1999 and $30,000 in 1998. For the year ended December 31, 1997, lost and recorded interest income on nonaccrual loans was not material. At December 31, 1999, the Bank had impaired loans with three borrowers which totaled $1,420,000 and were also on nonaccrual status. The related allowance for loan losses on these loans amounted to $289,000. The payment of principal and interest on impaired loans with one borrower is guaranteed up to a specified percentage by an agency of the U. S. Government. Based on the balances outstanding at December 31, 1999, the guaranteed portion of impaired loans amounted to $792,000. At December 31, 1998, the Bank had impaired loans with one borrower which totaled $467,000 and were also on nonaccrual status. The related allowance for loan losses on these loans amounted to $200,000. The average carrying value of impaired loans was $1,508,000 in 1999 and $467,000 in 1998. Interest income on impaired loans amounted to approximately $87,000 in 1999 and was not material in 1998. Loans with outstanding balances of $213,000 in 1999 were transferred from loans to other real estate acquired through foreclosure. Such loans transferred in 1998 and 1997 were not material. Other real estate acquired through loan foreclosures amounted to $115,000 at December 31, 1999 and are included in "other assets" on the consolidated balance sheet. There was no balance of other real estate acquired through loan foreclosures at December 31, 1998. Loans are primarily made in the region of North Carolina that includes Randolph, Montgomery and Chatham counties. The real estate loan portfolio can be affected by the condition of the local real estate markets. Included in consumer loans at December 31, 1999 and 1998 are $963,000 and $3,745,000, respectively, of retail installment loan contracts purchased primarily from automobile dealers. In March 1996, the Bank discontinued the purchase of retail installment loan contracts from automobile and equipment dealers. Loans have been made by the Bank to directors and executive officers of the Corporation and to the associates of such persons, as defined by the Securities and Exchange Commission. Such loans were made in the ordinary course of business on substantially the same terms, including rate and collateral, as those prevailing at the time in comparable transactions with other borrowers and do not involve more than normal risk of collectibility. A summary of the activity during 1999 with respect to related party loans is as follows (in thousands): Balance, December 31, 1998 ......... $ 8,524 New loans during 1999 .............. 21,156 Repayments during 1999 ............. (20,482) --------- Balance, December 31, 1999 ......... $ 9,198 =========
33 FNB CORP. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) NOTE 4 -- ALLOWANCE FOR LOAN LOSSES Changes in the allowance for loan losses were as follows:
YEARS ENDED DECEMBER 31 ----------------------------- 1999 1998 1997 --------- --------- --------- (IN THOUSANDS) Balance at beginning of year ................... $2,517 $2,294 $1,986 Provision for losses charged to operations ..... 405 390 600 Loans charged off .............................. (328) (336) (457) Recoveries on loans previously charged off ..... 151 169 165 ------ ------ ------ Balance at end of year ......................... $2,745 $2,517 $2,294 ====== ====== ======
NOTE 5 -- PREMISES AND EQUIPMENT Premises and equipment are summarized as follows:
DECEMBER 31 ------------------- 1999 1998 --------- --------- (IN THOUSANDS) Land ............................................... $ 1,396 $ 1,361 Buildings and improvements ......................... 4,584 4,408 Furniture and equipment ............................ 7,879 6,262 Leasehold improvements ............................. 415 415 ------- ------- Total ............................................ 14,274 12,446 Less accumulated depreciation and amortization ..... 6,576 5,468 ------- ------- Premises and equipment, net ........................ $ 7,698 $ 6,978 ======= =======
NOTE 6 -- INCOME TAXES Income taxes as reported in the consolidated income statement included the following expense (benefit) components:
1999 1998 1997 --------- --------- --------- (IN THOUSANDS) Current: Federal ..................... $2,080 $1,959 $1,942 State ....................... 49 77 128 ------ ------ ------ Total ............................. 2,129 2,036 2,070 ------ ------ ------ Deferred -- Federal ........... (142) (52) (252) ------ ------ ------ Total income taxes ................ $1,987 $1,984 $1,818 ====== ====== ======
34 FNB CORP. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) NOTE 6 -- INCOME TAXES -- (Continued) A reconciliation of income tax expense computed at the statutory Federal income tax rate to actual income tax expense is presented below:
1999 1998 1997 --------- --------- --------- (IN THOUSANDS) Amount of tax computed using Federal statutory tax rate of 34% .............................................. $2,259 $2,226 $2,012 Increases (decreases) resulting from: Effect of tax-exempt loan and investment securities income ............................................. (316) (308) (282) Other ............................................... 44 66 88 ------ ------ ------ Total .............................................. $1,987 $1,984 $1,818 ====== ====== ======
The components of deferred tax assets and liabilities and the tax effect of each are as follows:
DECEMBER 31 ----------------- 1999 1998 -------- -------- (IN THOUSANDS) Deferred tax assets: Allowance for loan losses .................... $ 760 $ 682 Net unrealized securities losses ............. 983 -- Accrued expenses, not currently deductible ... 440 428 Other ........................................ 69 74 ------ ------ Total ...................................... 2,252 1,184 ------ ------ Deferred tax liabilities: Depreciable basis of premises and equipment .. 255 280 Taxable basis of investment securities ....... 23 32 Prepaid pension cost ......................... 289 321 Net deferred loan fees and costs ............. 117 112 Other ........................................ 54 63 ------ ------ Total ...................................... 738 808 ------ ------ Net deferred tax asset ................. $1,514 $ 376 ====== ======
There is no valuation allowance for deferred tax assets as it is management's contention that realization of the deferred tax assets is more likely than not based upon the Corporation's history of taxable income and estimates of future taxable income. NOTE 7 -- TIME DEPOSITS The scheduled maturities of time deposits at December 31, 1999 are as follows (in thousands):
YEARS ENDING DECEMBER 31 - ------------------------------- 2000 ........................ $151,181 2001 ........................ 19,038 2002 ........................ 10,299 2003 ........................ 360 2004 ........................ 863 -------- Total time deposits ......... $181,741 ========
35 FNB CORP. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) NOTE 8 -- SHORT-TERM BORROWED FUNDS Funds are borrowed on an overnight basis through retail repurchase agreements with Bank customers and federal funds purchased from other financial institutions. Retail repurchase agreement borrowings are collateralized by securities of the U.S. Treasury and U.S. Government agencies and corporations. Information concerning retail repurchase agreements and federal funds purchased is as follows:
1999 1998 ------------------------ ----------------------- RETAIL FEDERAL RETAIL FEDERAL REPURCHASE FUNDS REPURCHASE FUNDS AGREEMENTS PURCHASED AGREEMENTS PURCHASED ------------ ----------- ------------ ---------- (DOLLARS IN THOUSANDS) Balance at December 31 .............. $ 10,667 $ 7,735 $ 11,484 $ 1,545 Average balance during the year ..... 12,971 1,590 10,169 539 Maximum month-end balance ........... 14,230 8,200 13,107 3,250 Weighted average interest rate: At December 31 ..................... 3.97% 5.18% 3.79% 4.94% During the year .................... 3.87 5.38 4.37 5.32
NOTE 9 -- FEDERAL HOME LOAN BANK (FHLB) ADVANCES The Bank has a $47,500,000 line of credit with the FHLB, secured by a blanket collateral agreement on qualifying 1-4 family residential mortgage loans. At December 31, 1999, FHLB advances under this line amounted to $15,000,000 and were at interest rates ranging from 4.92% to 5.36%. There were no FHLB advances at December 31, 1998. The scheduled maturities of FHLB advances at December 31, 1999 are as follows (in thousands):
YEARS ENDING DECEMBER 31 - ------------------------------- 2004 ........................ $ 3,000 2009 ........................ 12,000 ------- Total FHLB Advances ......... $15,000 =======
NOTE 10 -- EMPLOYEE BENEFIT PLANS PENSION PLAN The Corporation has a noncontributory defined benefit pension plan covering substantially all full-time employees who qualify as to age and length of service. Benefits are based on the employee's compensation, years of service and age at retirement. The Corporation's funding policy is to contribute annually to the plan an amount which is not less than the minimum amount required by the Employee Retirement Income Security Act of 1974 and not more than the maximum amount deductible for income tax purposes. 36 FNB CORP. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) NOTE 10 -- EMPLOYEE BENEFIT PLANS -- (Continued) Information concerning the status of the plan is as follows:
1999 1998 ---------- --------- (DOLLARS IN THOUSANDS) Change in Benefit Obligation: Benefit obligation at beginning of year .............. $ 6,137 $5,681 Service cost ......................................... 225 177 Interest cost ........................................ 392 379 Net actuarial loss (gain) ............................ (648) 196 Benefits paid ........................................ (364) (296) -------- ------ Benefit obligation at end of year .................... $ 5,742 $6,137 ======== ====== Change in Plan Assets: Fair value of plan assets at beginning of year ....... $ 7,231 $5,952 Actual return on plan assets ......................... 965 1,209 Employer contributions ............................... -- 366 Benefits paid ........................................ (364) (296) -------- ------ Fair value of plan assets at end of year ............. $ 7,832 $7,231 ======== ====== Prepaid Pension Cost Components: Funded status of plan ................................ $ 2,090 $1,094 Unrecognized net actuarial gain ...................... (1,957) (995) Unrecognized prior service cost ...................... 673 780 Unrecognized transition obligation ................... 43 65 -------- ------ Prepaid pension cost at end of year .................. $ 849 $ 944 ======== ====== Weighted-Average Plan Assumptions at End of Year: Discount rate ........................................ 7.5% 6.5% Expected long-term rate of return on plan assets ..... 9.0 8.0 Rate of increase in compensation levels .............. 5.5 5.5
Net periodic pension cost included the following components:
1999 1998 1997 --------- ----------- -------- (IN THOUSANDS) Service cost .................................. $ 225 $ 177 $ 151 Interest cost ................................. 393 379 363 Expected return on plan assets ................ (635) (477) (385) Amortization of prior service cost ............ 107 107 107 Amortization of transition obligation ......... 21 21 21 Recognized net actuarial gain ................. (16) (1) -- ------ -------- ------ Net periodic pension cost ..................... $ 95 $ 206 $ 257 ====== ======= ======
OTHER POSTRETIREMENT DEFINED BENEFIT PLANS The Corporation has postretirement medical and life insurance plans covering substantially all full-time employees who qualify as to age and length of service. The medical plan is contributory, with retiree contributions adjusted whenever medical insurance rates change. The life insurance plan is noncontributory. 37 FNB CORP. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) NOTE 10 -- EMPLOYEE BENEFIT PLANS -- (Continued) Information concerning the plans, which are unfunded, is as follows:
1999 1998 ---------- ---------- (DOLLARS IN THOUSANDS) Change in Benefit Obligation: Benefit obligation at beginning of year ................. $ 763 $ 721 Service cost ............................................ 22 19 Interest cost ........................................... 48 47 Net actuarial loss (gain) ............................... (46) 5 Benefits paid ........................................... (58) (29) ------ ------ Benefit obligation at end of year ....................... $ 729 $ 763 ====== ====== Accrued Postretirement Benefit Cost Components: Unrecognized net actuarial gain ......................... $ (652) $ (635) Unrecognized prior service cost ......................... 59 68 Unrecognized transition obligation ...................... 263 283 ------ ------ Accrued postretirement benefit cost at end of year ...... $ (330) $ (284) ====== ====== Weighted-Average Plan Assumptions at End of Year: Discount rate ........................................... 7.5% 6.5% Annual rate of increase in the cost of medical benefits: Current year ........................................... 11.0 12.0 Final constant amount .................................. 5.0 6.0 Annual decrease ........................................ 1.0 1.0
Increasing or decreasing the assumed medical cost trend rate by one percentage point would not have a significant effect on either the postretirement benefit obligation at December 31, 1999 or the aggregate of the service and interest cost components of net periodic postretirement benefit cost for the year ended December 31, 1999. Net periodic postretirement benefit cost included the following components:
1999 1998 1997 ------ ------ ------- (IN THOUSANDS) Service cost ..................................... $ 22 $19 $ 19 Interest Cost .................................... 48 47 46 Amortization of prior service cost ............... 10 10 10 Amortization of transition obligation ............ 20 20 20 Recognized net actuarial loss .................... 4 3 5 ---- --- ---- Net periodic postretirement benefit cost ......... $104 $99 $100 ==== === ====
MATCHING RETIREMENT/SAVINGS PLAN The Corporation has a matching retirement/savings plan which permits eligible employees to make contributions to the plan up to a specified percentage of compensation as defined by the plan. A portion of the employee contributions are matched by the Corporation based on the plan formula. The matching contributions amounted to $107,000 in 1999, $96,000 in 1998 and $85,000 in 1997. 38 FNB CORP. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) NOTE 11 -- LEASES Future obligations at December 31, 1999 for minimum rentals under noncancellable operating lease commitments, primarily relating to premises, are as follows (in thousands):
YEARS ENDING DECEMBER 31 - ---------------------------------------- 2000 ................................. $ 49 2001 ................................. 48 2002 ................................. 7 2003 ................................. 3 2004 ................................. 3 2005 and later years ................. 42 ---- Total minimum lease payments ......... $152 ====
Net rental expense for all operating leases amounted to $52,000 in 1999, $55,000 in 1998 and $57,000 in 1997. One operating lease for real property contains a purchase option considered to approximate fair market value. NOTE 12 -- SUPPLEMENTARY INCOME STATEMENT INFORMATION Significant components of other expense were as follows:
1999 1998 1997 ------ ------ ------- (IN THOUSANDS) Stationery, printing and supplies ..... $439 $345 $335 Advertising and marketing ............. 359 346 123
NOTE 13 -- FNB CORP. (PARENT COMPANY) FINANCIAL DATA The Parent Company's principal asset is its investment in the Bank subsidiary, and its principal source of income is dividends from that subsidiary. The Parent Company's condensed balance sheets as of December 31, 1999 and 1998, and the related condensed statements of income and cash flows for each of the years in the three-year period ended December 31, 1999 are as follows: CONDENSED BALANCE SHEETS
DECEMBER 31 --------------------- 1999 1998 ---------- ---------- (IN THOUSSANDS) Assets: Cash ................................................ $ 984 $ 943 Investment in wholly-owned bank subsidiary .......... 34,415 34,041 Other assets ........................................ 1,093 567 ------- ------- Total assets ....................................... $36,492 $35,551 ======= ======= Liabilities and Shareholders' Equity: Accrued liabilities ................................. $ 562 $ 549 Shareholders' equity ................................ 35,930 35,002 ------- ------- Total liabilities and shareholders' equity ......... $36,492 $35,551 ======= =======
39 FNB CORP. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) NOTE 13 -- FNB CORP. (PARENT COMPANY) FINANCIAL DATA -- (Continued) CONDENSED STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31 ----------------------------- 1999 1998 1997 --------- --------- --------- (IN THOUSANDS) Income: Dividends from bank subsidiary ....................................... $2,364 $1,635 $1,137 Other income ......................................................... 7 2 1 ------ ------ ------ Total income ....................................................... 2,371 1,637 1,138 ------ ------ ------ Operating expenses .................................................... 29 28 23 ------ ------ ------ Income before income tax benefit and equity in undistributed net income of bank subsidiary ................................................... 2,342 1,609 1,115 Income tax benefit .................................................... 6 9 8 ------ ------ ------ Income before equity in undistributed net income of bank subsidiary ... 2,348 1,618 1,123 Equity in undistributed net income of bank subsidiary ................. 2,309 2,944 2,977 ------ ------ ------ Net income ......................................................... $4,657 $4,562 $4,100 ====== ====== ======
CONDENSED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31 --------------------------------------- 1999 1998 1997 ------------- ----------- ------------- (IN THOUSANDS) Operating activities: Net income .......................................................................... $ 4,657 $ 4,562 $ 4,100 Adjustments to reconcile net income to net cash provided by operating activities: Equity in undistributed net income of bank subsidiary .............................. (2,309) (2,944) (2,977) Other, net ......................................................................... (511) (164) (8) -------- -------- ---------- Net cash provided by operating activities ......................................... 1,837 1,454 1,115 -------- -------- --------- Investing activities: Decrease (increase) in other assets ................................................. (3) 20 (8) ---------- -------- ---------- Financing activities: Common stock issued ................................................................. 96 241 346 Common stock repurchased ............................................................ (24) -- -- Cash dividends paid ................................................................. (1,865) (1,478) (1,359) --------- -------- --------- Net cash used in financing activities ............................................. (1,793) (1,237) (1,013) --------- -------- --------- Net increase in cash .................................................................. 41 237 94 Cash at beginning of year ............................................................. 943 706 612 --------- -------- --------- Cash at end of year ................................................................... $ 984 $ 943 $ 706 ========= ======== =========
NOTE 14 -- CAPITAL ADEQUACY REQUIREMENTS Certain regulatory requirements restrict the lending of funds by the Bank to FNB Corp. and the amount of dividends which can be paid to FNB Corp. In 2000, the maximum amount of dividends the Bank can pay to FNB Corp., without the approval of the Comptroller of the Currency, is $5,253,000 plus an additional amount equal to the retained net income in 2000 up to the date of any dividend declaration. The Bank is required to maintain average reserve balances with the Federal Reserve Bank based on a percentage of deposits. For the reserve maintenance period in effect at December 31, 1999, the average daily reserve requirement was $4,407,000. 40 FNB CORP. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) NOTE 14 -- CAPITAL ADEQUACY REQUIREMENTS -- (Continued) FNB Corp. and the Bank are required to comply with capital adequacy standards established by the Board of Governors of the Federal Reserve System. In addition, the Bank is required to comply with prompt corrective action provisions established by the Federal Deposit Insurance Corporation Improvement Act. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, there are minimum ratios of capital to risk-weighted assets. The capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Failure to meet minimum capital requirements can initiate certain mandatory and possibly discretionary actions by regulators that, if undertaken, could have a material effect on the consolidated financial statements. Regulatory capital amounts and ratios are set forth in the table below. The risk-based capital ratios are determined by expressing allowable capital amounts, defined in terms of Tier 1, Tier 2 and Tier 3, as a percentage of risk-weighted assets, which are computed by measuring the relative credit risk of both the asset categories on the balance sheet and various off-balance sheet exposures. Tier 1 capital consists primarily of common shareholders' equity and qualifying perpetual preferred stock, net of goodwill and other disallowed intangible assets. Tier 2 capital, which is limited to the total of Tier 1 capital, includes allowable amounts of subordinated debt, mandatory convertible debt, preferred stock and the allowance for loan losses. Tier 3 capital, applicable only to financial institutions subject to certain market risk capital guidelines, is capital allocated to support the market risk related to a financial institution's ongoing trading activities. At December 31, 1999, FNB Corp. and the Bank were not subject to the market risk capital guidelines and, accordingly, had no Tier 3 capital allocation. Total capital, for risk-based purposes, consists of the sum of Tier 1, Tier 2 and Tier 3 capital. The Bank is well-capitalized under the regulatory framework for prompt corrective action. To be categorized as well-capitalized, the Bank must meet minimum total risk-based, Tier 1 risk-based and Tier 1 leverage ratios as set forth in the table below. There are no events or conditions since the notification that management believes have changed the Bank's category.
MINIMUM RATIOS ------------------------------ TO BE WELL FOR CAPITALIZED CAPITAL AMOUNT RATIO CAPITAL UNDER PROMPT ---------------------- ------------------------ ADEQUACY CORRECTIVE 1999 1998 1999 1998 PURPOSES ACTION PROVISIONS ---------- ---------- ----------- ----------- ---------- ------------------ (DOLLARS IN THOUSANDS) AS OF DECEMBER 31 Total capital (to risk-weighted assets): FNB Corp. ................ $40,583 $37,482 15.05% 16.05% 8.00% N/A Bank ..................... 39,050 36,489 14.48 15.63 8.00 10.00% Tier 1 capital (to risk-weighted assets): FNB Corp. ................ 37,833 34,965 14.03 14.98 4.00 N/A Bank ..................... 36,300 33,972 13.46 14.55 4.00 6.00% Tier 1 capital (to average assets): FNB Corp. ................ 37,833 34,965 9.66 9.89 4.00 N/A Bank ..................... 36,300 33,972 9.27 9.61 4.00 5.00%
NOTE 15 -- SHAREHOLDERS' EQUITY EARNINGS PER SHARE (EPS) Basic net income per share, or basic EPS, is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if the Corporation's dilutive stock options were exercised. The numerator of the basic EPS computation is the same as the numerator of the diluted EPS computation for all periods presented. A reconciliation of the denominators of the basic and diluted EPS computations is as follows: 41 FNB CORP. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) NOTE 15 -- SHAREHOLDERS' EQUITY -- (Continued)
1999 1998 1997 ----------- ----------- ------------ Basic EPS denominator -- Weighted average number of common shares outstanding ........................................................ 3,658,987 3,649,875 3,626,132 Dilutive share effect arising from assumed exercise of stock options 114,194 144,948 70,252 --------- --------- --------- Diluted EPS denominator ............................................. 3,773,181 3,794,823 3,696,384 ========= ========= =========
STOCK OPTIONS The Corporation adopted a stock compensation plan in 1993 that allows for the granting of incentive and nonqualified stock options to key employees and directors. Under terms of the plan, options are granted at prices equal to the fair market value of the common stock on the date of grant. Options become exercisable after one year in equal, cumulative installments over a five-year period. No option shall expire later than ten years from the date of grant. A maximum of 720,000 shares of common stock has been reserved for issuance under the stock compensation plan. At December 31, 1999, there were 225,750 shares available under the plan for the granting of additional options. The Corporation applies APB Opinion No. 25 in accounting for the stock compensation plan and, accordingly, no compensation cost has been recognized for stock option grants in the consolidated financial statements. As required by Statement of Financial Accounting Standards (SFAS) No. 123, disclosures are presented below for the effect on net income and net income per share that would result from the use of the fair value based method to measure compensation costs related to stock option grants in 1995 and subsequent years. The effect on pro forma net income for 1999, 1998 and 1997 for options granted prior to 1995 has not been determined. Consequently, the effects of applying SFAS No. 123 pro forma disclosures during the initial phase-in period may not be representative of the effects on reported net income in future years.
1999 1998 1997 ----------- ----------- ----------- (IN THOUSANDS, EXCEPT PER SHARE DATA) Net Income: As reported ........... $ 4,657 $ 4,562 $ 4,100 Pro forma ............. 4,429 4,422 4,018 Net Income Per Share: Basic: As reported ........ 1.27 1.25 1.13 Pro forma .......... 1.21 1.21 1.11 Diluted: As reported ........ 1.23 1.20 1.11 Pro forma .......... 1.17 1.17 1.09
The weighted-average fair value per share of options granted in 1999, 1998 and 1997 amounted to $5.13, $11.17 and $5.55, respectively. Fair values were estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:
1999 1998 1997 ---------- ---------- ---------- Risk-free interest rate .......... 6.23% 4.70% 5.86% Dividend yield ................... 3.20 1.80 1.60 Volatility ....................... 41.00 44.00 26.00 Expected life .................... 6 years 6 years 6 years
42 FNB CORP. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) NOTE 15 -- SHAREHOLDERS' EQUITY -- (Continued) A summary of stock option activity is as follows:
YEARS ENDED DECEMBER 31 ---------------------------------------------------------------------- 1999 1998 1997 ---------------------- ----------------------- ----------------------- WEIGHTED WEIGHTED WEIGHTED AVERAGE AVERAGE AVERAGE EXERCISE EXERCISE EXERCISE SHARES PRICE SHARES PRICE SHARES PRICE ----------- ---------- ------------ ---------- ----------- ----------- Outstanding at beginning of year .. 396,089 $ 15.53 340,800 $ 12.93 276,100 $ 11.21 Granted ........................... 75,375 14.13 71,000 27.00 93,000 17.47 Exercised ......................... (7,224) 11.37 (14,711) 10.47 (9,450) 9.41 Forfeited ......................... (6,225) 19.22 (1,000) 17.50 (18,850) 12.00 ------- ------- ------- Outstanding at end of year ........ 458,015 15.31 396,089 15.53 340,800 12.93 ======= ======= ======= Options exercisable at end of year 226,140 12.74 151,639 11.37 96,500 10.19 ======= ======= =======
At December 31, 1999, information concerning stock options outstanding and exercisable is as follows:
OPTIONS OUTSTANDING --------------------------- WEIGHTED AVERAGE REMAINING EXERCISE CONTRACTUAL OPTIONS PRICE SHARES LIFE (YEARS) EXERCISABLE - ------------ ---------- -------------- ------------ $ 8.13 83,315 4.96 83,315 12.00 62,100 5.96 48,300 14.00 79,350 6.96 45,750 16.00 2,000 7.75 800 17.50 87,000 7.96 34,200 27.00 68,875 8.96 13,775 14.13 75,375 9.96 -- ------ ------ 458,015 7.45 226,140 ======= =======
NOTE 16 -- COMMITMENTS In the normal course of business, various commitments are outstanding that are not reflected in the consolidated financial statements. At December 31, 1999, a summary of significant commitments is as follows: Commitments to extend credit ........ $64,966,000 Standby letters of credit ........... 382,000
In management's opinion, these commitments will be funded from normal operations with not more than the normal risk of loss. NOTE 17 -- FAIR VALUE OF FINANCIAL INSTRUMENTS The following methods and assumptions were used to estimate the fair value for each class of financial instruments. CASH AND CASH EQUIVALENTS. For cash on hand, amounts due from banks, and federal funds sold, the carrying value is considered to be a reasonable estimate of fair value. INVESTMENT SECURITIES. The fair value of investment securities is based on quoted market price, if available. If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities. 43 FNB CORP. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) NOTE 17 -- FAIR VALUE OF FINANCIAL INSTRUMENTS -- (Continued) LOANS. The fair value of loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. DEPOSITS. The fair value of noninterest-bearing demand deposits and NOW, savings and money market deposits is the amount payable on demand at the reporting date. The fair value of time deposits is estimated using the rates currently offered for deposits of similar remaining maturities. BORROWED FUNDS. The carrying value of retail repurchase agreements and federal funds purchased is considered to be a reasonable estimate of fair value. The fair value of Federal Home Loan Bank advances is estimated using the rates currently offered for advances of similar remaining maturities. COMMITMENTS. The fair value of commitments to extend credit is considered to approximate carrying value, since the large majority of these commitments would result in loans that have variable rates and/or relatively short terms to maturity. For other commitments, generally of a short-term nature, the carrying value is considered to be a reasonable estimate of fair value. The various commitment items are disclosed in Note 16. The estimated fair values of financial instruments are as follows:
DECEMBER 31, 1999 DECEMBER 31, 1998 ---------------------- --------------------- ESTIMATED ESTIMATED CARRYING FAIR CARRYING FAIR VALUE VALUE VALUE VALUE ---------- ----------- ---------- ---------- (IN THOUSANDS) FINANCIAL ASSETS Cash and cash equivalents ............... $ 14,271 $ 14,271 $ 12,787 $ 12,787 Investment securities: Available for sale .................... 53,196 53,196 44,958 44,958 Held to maturity ...................... 52,636 50,987 59,813 60,859 Net loans ............................... 262,284 256,268 227,205 228,806 FINANCIAL LIABILITIES Deposits ................................ 322,767 323,651 304,690 305,913 Retail repurchase agreements ............ 10,667 10,667 11,484 11,484 Federal Home Loan Bank advances ......... 15,000 13,994 -- -- Federal funds purchased ................. 7,735 7,735 1,545 1,545
The fair value estimates are made at a specific point in time based on relevant market and other information about the financial instruments. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Corporation's entire holdings of a particular financial instrument nor are potential taxes and other expenses that would be considered in an actual sale considered. Because no market exists for a significant portion of the Corporation's financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and such other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in the estimates. NOTE 18 -- ACQUISITION MATTERS On October 16, 1999, the Corporation entered into a definitive merger agreement to acquire Carolina Fincorp, Inc. ("Carolina Fincorp"), holding company for Richmond Savings Bank, Inc., SSB ("Richmond Savings"), headquartered in Rockingham, North Carolina. Under the terms of the agreement, Carolina Fincorp will be merged with a wholly-owned subsidiary of FNB Corp. formed for the purposes of effecting the merger, immediately after which, the subsidiary will be merged into FNB Corp. Following the merger of holding companies, Richmond Savings will be merged with and into the Bank. The merger will be accounted for as a pooling-of-interests transaction and is subject to several conditions, including approval by 44 FNB CORP. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) NOTE 18 -- ACQUISITION MATTERS -- (Continued) the shareholders of FNB Corp. and Carolina Fincorp and approval by applicable regulatory authorities. On March 21, 2000, the shareholders of both FNB Corp. and Carolina Fincorp voted to approve the merger, leaving certain contractual conditions of the merger agreement to be satisfied. Upon satisfaction of these conditions, the merger is anticipated to close early in the second quarter of 2000. To effect the merger, each share of Carolina Fincorp common stock will be converted into .79 (subject to possible adjustment) of a share of FNB Corp. common stock. At December 31, 1999, Carolina Fincorp operated five offices through Richmond Savings and had approximately $120,069,000 in total assets, $102,917,000 in deposits and $16,138,000 in stockholders' equity. On June 3, 1997, the Corporation entered into a definitive agreement to acquire a savings bank in Siler City, North Carolina. Under terms of the agreement, the savings bank shareholders were to receive $15.50 per share, either in FNB Corp. common stock or in cash or a combination thereof, subject to the limitation that FNB Corp. common stock issued in the merger would be not more than 60% and not less than 50% of the total consideration. On January 28, 1998, as permitted by the agreement, the Board of Directors of the savings bank exercised its right to terminate the proposed combination due to the increase in the market value of FNB Corp. common stock above a specified level. The Corporation incurred certain costs in connection with the proposed acquisition. Those costs, which had been initially deferred, amounted to $305,000 and are included in terminated merger expenses in the consolidated statement of income for the year ended December 31, 1997. 45 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, as of March 24, 2000. FNB CORP. (Registrant) By: /s/ MICHAEL C. MILLER ------------------------------------- MICHAEL C. MILLER CHAIRMAN AND PRESIDENT Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated, as of March 24, 2000.
SIGNATURE TITLE - ----------------------------------- --------------------------------------------- /s/ MICHAEL C. MILLER Chairman and President - ---------------------------------- MICHAEL C. MILLER /s/ JERRY A. LITTLE Treasurer and Secretary - ---------------------------------- (Principal Financial and Accounting Officer) JERRY A. LITTLE /s/ JAMES M. CAMPBELL, JR. Director - ---------------------------------- JAMES M. CAMPBELL, JR. /s/ DARRELL L. FRYE Director - ---------------------------------- DARRELL L. FRYE /s WILBERT L. HANCOCK Director - ---------------------------------- WILBERT L. HANCOCK /s/ THOMAS A. JORDAN Director - ---------------------------------- THOMAS A. JORDAN /s/ R. REYNOLDS NEELY, JR. Director - ---------------------------------- R. REYNOLDS NEELY, JR. /s/ RICHARD K. PUGH Director - ---------------------------------- RICHARD K. PUGH /s/ J. M. RAMSAY III Director - ---------------------------------- J. M. RAMSAY III /s/ CHARLES W. STOUT, M.D Director - ---------------------------------- CHARLES W. STOUT, M.D. /s/ EARLENE V. WARD Director - ---------------------------------- EARLENE V. WARD
46 INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT - ------------- ---------------------------------------------------------------------------------------- 2.10 Amended and Restated Agreement and Plan of Merger by and between FNB Corp. and Carolina Fincorp, Inc., dated as of December 28, 1999, incorporated herein by reference to Exhibit 2.10 to the Registrant's Form S-4 Registration Statement (No. 333-93869) filed December 30, 1999. 2.11 Stock Option Agreement issued by Carolina Fincorp, Inc. to FNB Corp., dated as of October 16, 1999, incorporated herein by reference to Exhibit 2.11 to the Registrant's Form S-4 Registration Statement (No. 333-93869) filed December 30, 1999. 3.10 Articles of Incorporation of the Registrant, incorporated herein by reference to Exhibit 3.1 to the Registrant's Form S-14 Registration Statement (No. 2-96498) filed March 16, 1985. 3.11 Articles of Amendment to Articles of Incorporation of the Registrant, adopted May 10, 1988, incorporated herein by reference to Exhibit 19.10 to the Registrant's Form 10-Q Quarterly Report for the quarter ended June 30, 1988. 3.12 Articles of Amendment to Articles of Incorporation of the Registrant, adopted May 12, 1998, incorporated herein by reference to Exhibit 3.12 to the Registrant's Form 10-Q Quarterly Report for the quarter ended June 30, 1998. 3.20 Amended and Restated Bylaws of the Registrant, adopted May 21, 1998, incorporated herein by reference to Exhibit 3.20 to the Registrant's Form 10-Q Quarterly Report for the quarter ended June 30, 1998. 4 Specimen of Registrant's Common Stock Certificate, incorporated herein by reference to Exhibit 4 to Amendment No. 1 to the Registrant's Form S-14 Registration Statement (No. 2-96498) filed April 19, 1985. 10.10 Form of Split Dollar Insurance Agreement dated as of November 1, 1987 between First National Bank and Trust Company and certain of its key employees and directors, incorporated herein by reference to Exhibit 19.20 to the Registrant's Form 10-Q Quarterly Report for the quarter ended June 30, 1988. 10.11 Form of Amendment to Split Dollar Insurance Agreement dated as of November 1, 1994 between First National Bank and Trust Company and certain of its key employees and directors, incorporated herein by reference to Exhibit 10.11 to the Registrant's Form 10-KSB Annual Report for the fiscal year ended December 31, 1994. 10.20 Stock Compensation Plan as amended effective May 12, 1998, incorporated herein by reference to Exhibit 10.30 to the Registrant's Form 10-Q Quarterly Report for the quarter ended June 30, 1998. 10.21 Form of Incentive Stock Option Agreement between FNB Corp. and certain of its key employees, pursuant to the Registrant's Stock Compensation Plan, incorporated herein by reference to Exhibit 10.31 to the Registrant's Form 10-KSB Annual Report for the fiscal year ended December 31, 1994. 10.22 Form of Nonqualified Stock Option Agreement between FNB Corp. and certain of its directors, pursuant to the Registrant's Stock Compensation Plan, incorporated herein by reference to Exhibit 10.32 to the Registrant's Form 10-KSB Annual Report for the fiscal year ended December 31, 1994. 10.30 Employment Agreement dated as of December 27, 1995 between First National Bank and Trust Company and Michael C. Miller, incorporated herein by reference to Exhibit 10.50 to the Registrant's Form 10-KSB Annual Report for the fiscal year ended December 31, 1995. 21 Subsidiaries of the Registrant. 23 Consent of Independent Auditors. 27 Financial Data Schedule.
47 EX-21 2 EXHIBIT 21 EXHIBIT 21 SUBSIDIARIES OF THE REGISTRANT The Registrant has one direct, wholly-owned subsidiary as follows: First National Bank and Trust Company - National banking association headquartered in the State of North Carolina. EX-23 3 EXHIBIT 23 EXHIBIT 23 CONSENT OF INDEPENDENT AUDITORS The Board of Directors FNB Corp. We consent to incorporation by reference in the registration statement (No. 33-72686) on Form S-8 of FNB Corp. of our report dated March 22, 2000, relating to the consolidated balance sheets of FNB Corp. and subsidiary as of December 31, 1999 and 1998, and the related consolidated statements of income, shareholders' equity and comprehensive income and cash flows for each of the years in the three-year period ended December 31, 1999, included in the December 31, 1999 annual report on Form 10-K of FNB Corp. KPMG LLP March 29, 2000 Raleigh, North Carolina EX-27 4 FDS
9 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 YEAR DEC-31-1999 DEC-31-1999 14,271 0 0 0 53,196 52,636 0 265,029 2,745 396,067 322,767 18,402 3,968 15,000 0 0 9,153 26,777 396,067 20,808 6,410 94 27,312 10,796 11,815 15,497 405 0 11,870 6,644 6,644 0 0 4,657 1.27 1.23 4.42 1,451 298 0 0 2,517 328 151 2,745 2,462 0 283
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